HomeMy Public PortalAbout169-2019 - I&D - Wood Environment & Inf...ound water monitoring - Dana PlantAGREEMENT
THIS AGREEMENT made and entered into this P��day- of k0ffoppt , 2019, and referred to
as Contract No. 169-2019, by and between the City of Richmond, Indiana, a municipal corporation
acting by and through its Board of Public works and Safety (hereinafter referred ,to as the "city")
and wood Environment & Infrastructure Solutions, Inc. (fWa AMEC Environment and
Infrastructure, Inc.), 2601 Fortune Circle East, Suite IOOA, Indianapolis, Indiana, 46241 (hereinafter
referred to as the "Contractor").
SECTION I: STATEMENT AND SUBJECT OF WORD
City hereby retains Contractor to provide professional environmental services including but not
limited to annual groundwater monitoring, landfill maintenance reporting, and project management
of the property located at 2153 Williamsburg Pike (former Dana Facility) for the City of Richmond,
Indiana (the "Pro j ect"), with said services more specifically described on Contractor's Proposal.
The City was previously provided with confirmation that the funds utilized for this Project are
received from the settlement of a claim in the Dana Corporation bankruptcy and said funds are
allocated from a dedicated account ("Richmond — Dana Site") held by the Indiana Department of
Environmental Management ("IDEM"). Said confirmation letter dated January 28, 2014 is
incorporated herein by reference. Compensation to Contractor shall be paid by IDEM from said
account.
Contractor's Proposal is attached hereto as Exhibit A, which Exhibit is dated May 31, 2019, consists
of seven (7) pages, and is hereby incorporated by reference and made a part of this Agreement.
Contractor shall abide by the same and shall provide all equipment and services listed on "Exhibit
A.
Should any provisions, terms, or conditions contained in any of -the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions,' terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards.
The Contractor shall- furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance and/or
warranties;
2. The City is in receipt of any required affidavit signed by Contractor. in
accordance with Indiana Code 22-5-1.7-11 (a)(2); and
3. A purchase order has been issued by the Purchasing Department.
Contract No. 169-2019
- Page i of 6
SECTION H. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the
City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the
work.
SECTION III. COMPENSATION
The Contractor shall be paid a total amount not to exceed One -Hundred Twenty Thousand Nine
Hundred Fifty-three Dollars and Zero Cents ($120,953.00), for complete and satisfactory
performance of the work required hereunder, which payment shall be paid by IDEM from a
dedicated settlement account as described in Section I above. Contractor shall invoice IDEM for
work performed in connection with this Agreement provided that all amounts invoiced collectively
shall not exceed the above -described total amount.
SECTION Iv. TERM OF AGREEMENT
This Agreement shall become when signed by the parties and shall continue in effect until December
31, 2023.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part,
for cause, at any time by. giving at least five (5) working days written notice specifying the effective
date and the reasons for termination which shall include but not be limited to the following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by.the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
• In the event of such termination, the City shall be required to make payment for all work performed
prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein.
This, Agreement may also be terminated, in whole or in part, by'mutual Agreement of the parties by
setting forth the reasons for such termination, the effective date, and in the case ofpartial
termination, the portion to be terminated.
Page 2of6
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City- for any damage or injury to person or
property or any other claims which may arise from the Contractor's conduct or. performance of this
Agreement, either intentionally or negligently; provided, however, that nothing contained in this
Agreement shall be construed as rendering the Contractor liable for acts of the City,_ its officers,
agents, or employees. - Contractor shall as a prerequisite- to this Agreement, purchase and thereafter
maintain such insurance as will' -protect it from the claims set forth below which may arise out of or
result from the Contractor's operations under this Agreement, whether such operations by the
Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or
by anyone for whose acts the Contractor may be held responsible.
Covera a
Limits
A. worker's Compensation &
Statutory
Disability Requirements
B. Employer's Liability
$100,000
C. Comprehensive General Liability
Section 1. Bodily Injury
$1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage
$1,0005000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury
$1,000,000 each person
$1,0001000 each occurrence
Section 2. Property Damage
$1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$1,000,000 each aggregate
F. Malpractice/Errors & Omissions Insurance $500,000 each occurrence
$500,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER' S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana worker's Compensation law, and shall,
before commencing work under this Agreement, provide the City a certificate of insurance, or a
certificate from the industrial board showing that the Contractor has complied with Indiana Code
Sections 22-3--2-5, 22-3-5-1 and 22--3-5-2. If Contractor -is an out of state employer and therefore
subject to another �state's worker's compensation law, Contractor may choose to comply with all
provisions of its home state's worker's compensation law and provide the City proof of such
compliance in lieu of complying with the provisions• of the Indiana Worker's Compensation Law.
1
Page 3 of 6
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility
status of 'all newly hired employees of the contractor through the Indiana E-Verify program.
Contractor is not required to verify 'the work eligibility status of all newly hired employees of the
contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists.
Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit
affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC
22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to
remedy the violation not later than thirty (30) days .after the City notifies the Contractor of the
violation. If Contractor fails to remedy the violation within the thirty (30) day period provided
above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement
will be terminated. If the City determines that terminating this Agreement would be detrimental to
the public interest or public property, the City may allow this Agreement to remain in' effect until the
City procures a new contractor. If this Agreement is terininated under this section, then pursuant to
IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages.
SECTION VIII. MAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code -(IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement that
this certification is no longer,valid, City shall notify Contractor in writing of said determination and
shall give contractor. ninety (90) days within which to respond to the written notice. In the event
Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran
within ninety (90) days after the written notice is given to the Contractor, the City may proceed with
any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the
course of this Agreement that this certification is no longer valid and said determination is not
refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves the right to consider
the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of
the ninety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMENATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub --contractor, or any person acting on
behalf of Contractor or any sub --contractor shall not discriminate against any employee or
applicant for employment to be employed in the performance of this Agreement, with respect
to hire, tenure, terms, conditions or privileges of employment or any matter directly or
indirectly related to employment, because of race, religion, color, sex, disability, national
origin, or ancestry.
B . Pursuant to Indiana Code 5--16--6-1, the Contractor agrees:
1. That in the hiring of employees for the performance of work under this Agreement of
any subcontract hereunder, Contractor, any subcontractor, or any person acting on
behalf of Contractor or any sub --contractor, shall not discriminate by reason of race,
religion, color, sex, national origin or ancestry against any citizen of the State of
Page 4 of 6
Indiana who is qualified and available to perform the work to which the employment
relates;
2. That Contractor, any sub --contractor, or any person action on behalf of Contractor or
any sub -contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City under
this Agreement, a penalty of five dollars ($5.00) for each person for each calendar
day during which such person was discriminated against or intimidated in violation of
the provisions of the Agreement; and
4. That this ,Agreement may be canceled or terminated by the City and all money due or
to become due hereunder may be forfeited, for a second or any subsequent violation
of the terms or conditions of this section of the Agreement.
C. Violation. of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless -the City and all officers, employees, or agents
of the same. from all liability which may arise in the course of Contractor's performance of its
obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of its
rights or obligations hereunder .without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and void.
This Agreement shall be controlled by and interpreted according to Indiana law and shall be binding
upon the parties, their successors and assigns. This document constitutes the entire Agreement
between the parties, although it may be altered or amended in whole or in part at any time by filing
with the Agreement a written instrument setting forth such changes signed by both. parties. By
executing this Agreement the parties agree that this document supersedes any previous discussion,
negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.'
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising
out of this Contract must be- filed in said courts. The parties specifically agree that no arbitration or
mediation shall be required prior to the commencement of legal proceedings in said Courts. By
executing this Agreement, Contractor is estopped from bringing suit or any other action in any
alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the
Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor may have to
bring such suit in front of other tribunals or in other venues.
Page 5 of 6
Any person executing this Contract in a representative capacity hereby warrants that he/she has been
duly authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages or
remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce . this
Agreement, including but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the
day and year first written above, although signatures may be affixed on different. dates.
"CITY" "CONTRACTOR"
THE CITY OF RICHMOND, WOOD ENVIRONMENT &
INDIANA by and through its INFRASTRUCTURE SOLUTIONS, INC.
Board of Public Works and Safety 2601 Fortune Circle East, Suite 100A,
Indianapolis, Indiana, 46241
By. By. _
Vicki- Robinson-, President
By: Printed:
Emily Palmer, Member
By: Title:
Matt Evans, Member
APPROVE Date: 5 C
. Sn
Dater
Page 6of6
s
wood.,
Wood Environment & Infrastructure Solutions, Inc.
2601 Fortune Circle East, Suite 100A
Indianapolis, IN 46241
USA
31 May 2019 T: 317-713--1700
www.woodpic.com
Ms. Beth Fields
Department -of Finance
City of Richmond -
50 North Fifth Street
Richmond, IN 47374
RE: Proposal for Anntual Groundwater Monitoring (2019-2023)
Wood Proposal No. 08
Former Dana Facility
2153 Williamsburg Pike
Richmond, Indiana
Dear Ms. Fields,
Wood Environment & Infrastructure Solutions, Inc. (Wood) is pleased to provide this proposal to the City of
Richmond for conducting annual groundwater sampling at the former Dana facility Type I landfill located in
Richmond, Indiana (the "Site". This scope of services has been prepared in accordance with the Agreed order
(AO; cause No. EH 10755) and is based on the 2012 letter from Indiana Department of Environmental
Management (1DEM) requesting implementation of the AO obligations (IDEM, 20121), initial Work Plan (AMEC,
2013a2), and Work Plan Addendum (AMEC, 2013b3). The previous sampling proposal included annual
groundwater monitoring through 2018 (AMEC, 20144). This proposal details cost of services for a period of five
years beginning in 2019 and terminating in 2023.
Project Background
The former Dana facility is Iocated at 2153 Williamsburg Pike in Wayne County, Richmond, Indiana (the "Site").
The property is currently vacant and is owned by the City of Ri-chmond. The Site consists of the remains of former
buildings, a Type 1 capped and closed landfill (Solid Waste ID 89-04), former settling pond, and grassed, paved,
or gravel -covered areas. There is an Agreed Order (Cause No. EH 10755, dated November 1, 2001) associated.
with the Site for the monitoring and maintenance of the Type 1 landfill. The Agreed Order requires that
groundwater monitoring is to be conducted minimally on an annual basis'until the end of the 30--year post -
closure care period of the facility (the groundwater post -closure care period started on April 22, 1997).
s IDEM, 2012. Maintenance, Monitoring Well Repairs, and Sampling Plan for Type I Landfill, Former Dana Facility, 2153
Williamsburg Pike, Richmond, Wayne County, FP 89-04. Indiana Department of Environmental Management. September
24, 2012.
2 AMEC, 2013a. Work Plan, Former Dana Facility, 2153 Williamsburg Pike, Richmond, Indiana. AMEC Environment &
Infrastructure, Inc. June 7, 2013. Note — Wood was formerly known as AMEC Environment & Infrastructure, Inc. and Amec
Foster Wheeler Environment & Infrastructure, Inc.
3 AMEC, 2013b. Richmond Dana Facility — Work Plan Addendum. AMEC Environment & Infrastructure, Inc. July 12, 2013.
4 AMEC, 2014. Scope of Work and Cost Estimate for Environmental Services, Former Dana Facility, 2153 Williamsburg Pike,
Richmond, Indiana, AMEC Environment & Infrastructure, Inc. September 2, 2014.
Wood' is a trading name for John Wood Group PLC and its subsidiaries
Work Scope Description
This proposal includes the following tasks: 1) annual groundwater sampling; 2) landfill maintenance; 3)
preparation of an annual report; and 4) project management.
Task 1 -- Annual Groundwater Sampling and Landfill Inspection
The existing well network consists of 16 monitoring wells and 5 piezometers. Following the 2018 sampling event,
IDEM requested an additional well (Dw-1, previously used as a piezometer) be included in the 2019 sampling
event (IDEM, 20195). Therefore, costs are based on sampling 17 wells instead of the typical 16. The additional well
will not be included in subsequent sampling events, unless requested by IDEM. Prior to sampling, the entire well
network will be gauged, and static depth -to -water measurements will-, be recorded. After recording static
groundwater levels, groundwater samples will be collected using EPA low stress (low flow) purging and sampling
procedures (US EPA, 20176). Water quality parameters will be recorded during sampling, and include:
Temperature
® pH
Turbidity, .
a Conductivity,
• Oxidation -Reduction Potential (ORP)
• Dissolved Oxygen (DO)
Groundwater samples will be collected once water quality parameters have stabilized and discharged directly
into laboratory provided bottles. Samples will be analyzed for dissolved metals', fluoride, sulfate, and volatile
organic. compounds$ •(VOCs).
Seienteen (17)' groundwater samples will. be collected, along with quality assurance/quality control (QA/QQ
samples. QA/QC samples include two duplicate samples and one matrix spike/matrix spike duplicate (MS/MSD)
sample. Additionally, one field blank will be collected, and one equipment blank for each sampling pump used
will be collected (assumed to be three). Trip blanks will accompany each cooler containing VOC samples. Purge
water generated during sampling will disposed using, a near -by manhole connected to the sanitary sewer, which
has been previously approved by the City of Richmond Sanitary District.
During the groundwater sampling event, the landfill will also be inspected to ensure mowing has been
completed (see Task 2) and to look for any signs of potential damage to, the cap (such as from burrowing
5
animals, large roots, etc.).
Sampling costs assume two (2) personnel for approximately four (4) days. The cost to perform groundwater
sampling is estimated at $21,119 per year. -
Task 2 — Landfill Maintenance
To maintain the integrity of the landfill cap, mowing (including removal of any shrubs, saplings, etc.) must be
completed at least annually. wood will coordinate mowing of the landfill on an annual basis by a subcontractor.
In 2019 brush removal from the landfill and surrounding rip -rap and mowing of the Landfill will be completed in
the spring, and an additional mowing event of the landfill will be completed in the fall, as requested by IDEM.
This is due to the lapse in time since the last mowing event and the amount of overgrown brush currently on the -
landfill. The cost estimate assumes mowing will be completed on an annual basis during subsequent years. The,
estimated cost to complete this task is $1,677 per year.
51DEM, 2019. Re: Groundwater Sampling Activities 2018. Indiana Department of Environmental 1Vl6nagement. March 20,
2019.
6 ERA, 2017. Low Stress (low flow) Purging and Sampling Procedure for the Collection of Groundwater Samples from
Monitoring Wells. United States Environmental Protection Region 1, EQASOP-Gw4. Revised September 19, 2017
Metals include arsenic, barium, cadmium, chromium, iron, lead, manganese, nickel, and selenium.
8 The list of VoCs to be analyzed is included in 1DEM's 2012 letter and includes the addition of 2-ChIoroethylvinylether to
the laboratory's standard VOC reporting list.
Task 3 — Reporting
Within two months of final data receipt from the laboratory, Wood will prepare and submit a draft letter report in
electronic format for review by the City of Richmond. The letter report will include summary tables and figures of
groundwater analytical and field measured data. Follo►uing review and comment, edits as necessary will be
completed, and the final report will be issued to the City of Richmond and IDEM (cost assumes one hard copy
and an electronic version). The estimated cost to complete this task is $3,540 per year.
Task 4 — Project Management
This task involves routine communications with the City of Richmond, and IDEM as applicable, coordination of
field and reporting activities, subcontractor. management (if necessary), and preparation of client invoices. The
task also includes setup of all contracts with subcontractors (if necessary). The estimated cost to complete this
task is $1,855 per year.
Schedule
The groundwater sampling will be conducted around October of each year a,nd is expected to be completed over
a period of approximately four days.
Estimated Probable cost
The total estimated cost to complete the above Scope of Work is $28,191 per year. Wood has provided a cost
estimate for five years at $140,953. The existing budget contains approximately $20,000 in remaining funds.
Therefore, Wood is requesting authorization for the amount of $12O,953. Services will be provided on a time
and materials basis in accordance with Wood's Standard Terms and Conditions (attached) and the 2018 Rate
Schedule (attached). Because Site costs are paid through a fund administered by IDEM, the work will be invoiced
to IDEM every 80 days for review and approval.
Authorization
To authorize our services, please sign in the space provided on the attached page and return this proposal to `
Wood, Should the City of Richmond elect to authorize our services through the issuance of a purchase order, the
purchase order should specify wood's proposal and that the terms and conditions of the purchase order..
Please contact Lindsay'Caplinger if you have any questions regarding this proposal. We appreciate the,
opportunity to assist the City of Richmond with this former Dana facility.
Respectfully submitted,
Wood Environment & Infrastructure Solutions, Inc.
Lindsay Caplinger Robert D. Money, PG
Project Geoscientist Environmental Branch Manager
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wood.
WOOD ENVIRONMENT & INFRASTRUCTURE SOLUTIONS, INC.
2018 RATE SCHEDULE
The hourly labor rates set forth below are valid
from January 1, 2018 and are subject to annual revision thereafter. Wood will provide CLIENT
thirty days advance written notice of any such revisions.
'
PROFESSIONAL SERVICES
CLIENT agrees to reimburse Wood for all hours
worked by -professionals at the following classifications and associated hourly labor rates.
For expert
witness testimony and related services in connection with litigation, CLIENT agrees to reimburse Wood for all hours worked by professionals at the following
classifications, but at one and one half times the associated
hourly labor rates.
CLASSIFICATION
RATEIHOUR
CLASSIFICATION
RATEJHoUR
Professional Levels 1
$55.00
Professional Level 19
$165.00
Professional Levels 2
$60.00
Professional Level 20
$170.00
Professional Levels 3
$65.00
Professional Level 21
$180.00
Professional Level 4
$70.00
Professional Level 22
$190.00
Professional Level 5
$75.00
Professional Level 23
$200.00
Professional Level 6
$80.00
Professional Level 24
$210.00
Professional Level 7
$85.00
Professional Level 25
$220.60
Professional Level 8
$90.00
Professional Level 26
$240.00
Professional Level 9
$95.00
Professional Level 27
$250.00
Professional Level 10
$100.00
Professional Level 28
$260.00
Professional Level 11
$105.00
Professional Level 29
$270.00
Professional Level 12
$110.00
Professional Level 30
$280.00
Professional Level 13
$115.00
Professional Level 31
$290.0b
Professional Level 14
$120.00
Professional Level 32
$300.00
Professional Level 15
$130.00
Professional Level 33
$310.00
Professional Level 16
$140.00
Professional Level 34
$320.00
Professional Level 17 -
$145.00
Professional Level 35
$330.00
i
Professional Level 18
$150.00
TECHNICIAN SERVICES
CLIENT agrees to reimburse Wood for all hours worked by technicians at the following classifications and associated hourly labor rates.
CLASSIFICATION
RATEIHoUR OVERTIME
CI -OSSIFICATION
RATE/HouR
OVERTIME
Technician Level 1
$27.50 $41.25
Technician Level 16
$85.00
$127.50
Technician Level 2
$30.00 $45.00
Technician Level 17
$90.00
$135.00
Technician Level 3
$32.50 • $48.75
Technician Level 18
$95.00
$142.50
Technician Level 4
$35.00 $52.50
Technician Level 19
$100.00
$150.00
Technician Level 5
$37.50 $56.25
Technician Level 20
$105.00
$157.50
Technician Level 6
$40.00 $60:00
Technician Level 21
$110.00
$165.00
Technician Level 7
$42.50 •$63.75
Technician Level 22
$115.00
$172.50
Technician Level 8
$45.00 $67.50
Technician Level 23
$120.00
$180.00
Technician Level 9
$47.50 $71.25
Technician Level 24
$125.00
$187.50
Technician Level 10
$55.00 $82.50
Technician Level 25
$130.00
$195.00
Technician Level 11
$60.00 $90.00
Technician Level 26
$135.00
$202.50
Technician Level 12
• $65.00 $97.50
Technician Level 27
$140.00
$210.00
Technician Level 13
$70.00 $105.00
Technician Level 28
$145.00
$217.50
Technician Level 14
$75.00 $112.50
Technician Level 29
$150.00
$225.00
Technician Level 15
$80.00 $120.00
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wood.
ADMINISTRATIVE SERVICES
CLIENT agrees to reimburse Wood for all hours worked by administrative staff at the following classifications and associated hourly labor, rates.
CLASSIFICATION RATEJHOUR OVERTIME CLASSIFICATION
RATEJHOUR OVERTIME
Administrative Level 1 $35.00 $52.50 Administrative Level 8
$70.00 $105.00
Administrative Level 2 $40.00 $60.00 Administrative Level 9
$75.00 $112.50
Administrative Level 3 $45.00 . • $67.50 Administrative Level 10
$80.00 $120.00
Administrative Level 4 $50.00 $75.00 Administrative Level 11
$85.00 $127.50
Administrative Level 5 $55.00 $82.50 Administrative Level 12
$90.00 $135.00
Administrative Level 6 $60.00 $90.00 Administrative Level 13
$100.00 $1-50.00
Administrative Level 7 - $65.00 $97.50 Administrative Level 14
$110.00 $165.00
MISCELLANEOUS EXPENSES — 6% of Labor Charges
CLIENT agrees to reimburse Wood for miscellaneous expenses incurred, such as consumable supplies, telephone & facsimile charges, photo processing,
and small tools, etc., not otherwise invoiced as other direct expenses, at the rate of 6% of labor charges.
OTHER DIRECT EXPENSES
CLIENT agrees to reimburse Wood for all other direct expenses incurred at the following rates, except as otherwise specified by Wood in its proposal:
Travel Expenses: Transportation (mileage, air travel, car rental, etc.), lodging. meals, & incidental expenses
Cost plus 15%
Subcontract Expenses: Supplies or services fumished to Wood in support of project activities by any supplier or firm,
Cost plus 15%
except temporary agency or consultant staff charged at above hourly rates
Direct Expenses: Other expenses in support of project activities
Cost Plus 15%
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wood
Wood Environment & Infrastructure Solutions, Inc, (Wood)
r
Terms and Conditions '
1. COMPENSATION: Invoices will be submitted at least monthly for Services rendered. Terms of payment are net thirty (30) days from date of invoice. Payment will be made to Wood at the address specified on
Wood's invoice. if CLIENT reasonably objects to all or any portion of an invoice, CLIENT shall notify Wood of that fact in writing within ten (10) days from the date of receipt of Wood's invoice, give reasons for the
objection, and pay that portion of the Invoice not reasonably in dispute. Failure of CLI ENT to provide such written notice within the 'allowed ten (10) day period shall be deemed to be a waiver of all objections to
that invoice.
Z STANDARD OF CARE:. WOOD will perform the Scope of Services utilizing that degree of skill and care ordinarily exercised under similar conditions by reputable members of Wood's profession practicing in the same
or similar locality at the time of performance. NO OTHER WARRANTY, GUARANTY, OR REPRESENTATION, EXPRESS OR IMPLIED, IS MADE OR INTENDED IN THIS AGREEMENT, OR IN ANY
COMMUNICATION (ORAL OR WRITTEN), REPORT, OPINION, DOCUMENT, OR INSTRUMENT OF SERVICE, AND THE SAME ARE SPECIFICALLY DISCLAIMED, INCLUDING THE imp LIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE
3. INDEPENDENT CONTRACTOR: Wood shalt be fully independent and shall not act: except as permitted herein, as an agent or employee of CLJ ENT. Wood shall be solely responsible for its employees and for their
compensation, benefits, contributions, and taxes, if any. Unless otherwise agreed to in writing by Wood acid CLIENT, neither party shall directly or indirectly solicit, hire or retain, or knowingly cause a third party to
solicit, hire or retain, during the term of this Agreement and for a period of one (1) year after the date on which this Agreement terminates, any employee of the other party who works on the preparation of the
Proposal or otherwise performs Services under or in connection with this Agreement. Nothing herein shall prevent either party from hiring any individual who responds to a general advertisement for services.
A INSURANCE: Wood will maintain insurance for this Agreement In the following types and limits: 0) voorker's compensation Insurance as required by applicable law, fli comprehensive general liability insurance (CGL)
($1,000,000 per occurrence 1$2,000,000 aggregate), and (111) automobile liability insurance for bodily-injgry and property damage ($1,000,000 CSL),
5. CHANGES: CLIENT may order changes within the general scope of the Services by altering, adding to, or deleting from the Services to be performed. Work beyond the scope of services or re -doing any part of
the project through no fault of Wood, shall constitute extra work and shall be paid for on a time -and -materials basis in addition to any other payment provided for in this Agreement Should Wood encounter
conditions which were (1) not reasonably anticipated, including, but not limited to, changes iri applicable law, (11) subsurface or otherwise concealed physical conditions that differ materially from those indicated in
this Agreement or Oil) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent In activities of the character contemplated by
this Agreement, Wood shall promptly provide notice to CLIENT. CLIENT shall promptly investigate such conditions. If, in Wood's reasonable opinion, the conditions cause an increase or decrease In Wood's cost
of, or time required for, performance of any part of Its Services, CLIENT shall issue a Change Order with an equitable adjustment in Wood's compensation, schedule, or both. In the event no Change Order is
agreed to, Wood reserves the right to either (1) suspend its performance until a Change Order is agreed to or 01) discontinue its performance and terminate this Agreement,
6. FORCE MAJEURE: Should performance of Services by Wood be affected by causes beyond its reasonable control, Wood will be granted a time extension and the parties will negotiate, an equitable adjustment to
the price, where appropriate, based upon the effect of the Force Majeure on performance by Wood.
7. CLIENT'S RESPONSIBILITIES: CLIENT agrees to provide Wood all available material, data, and information pertaining to the Services,
8. SITE ACCESS: CLIENT shall at its cost and at such times as may be required by Wood for the successful and timely completion of Services: 0) provide unimpeded and timely access to any site, Including third party
sites If required (iij provide an adequate area for Wood's site office facd7itles, equipment storage, and employee parking; (Lit) famish all construction utilities and utilities releases necessary for.the Services; (iv) provide the
locations of all subsurface structures, Including piping, tanks, cables, and utilities; (v) approve all locations for digging and drilling operations; and (vo obtain all permits and licenses which are necessary and required to be
taken out in CLIENT's name for the Services. Wood will not be liable for damage or injury arising from damage to subsurface structures that are not called to its attention and correctly shown on the plans furnished to
Wood in connection with its work.
9. WARRANTY OF TITLE, WASTE OWNERSHIP: CLIENT has and shall retain all responsibility and liability for the environmental conditions on the site. Tits and risk of loss with respect to all materials shall
remain with CLIENT At no time will Wood assume possession or' d le, constructive or express, to any such materials, including samples and wastes.
10. LIMITATION OF LIABILITY:
CLIENTS sole and exclusive remedy for any alleged breach of Wood's standard of care hereunder shall be to require Wood to re•perfarm any defective Services. All claims by CLIENT shall be deemed
relinquished unless filed within one (1) year after substantial completion of the Services.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT AGREES THAT THE LIABILITY OF WOOD TO CLIENT FOR ANY AND ALL CAUSES OF ACTION, INCLUDING, WITHOUT LIMITATION,
CONTRIBUTION, ASSERTED BY CLIENT AND ARISING OUT OF OR RELATED TO THE NEGLIGENT ACT(S), ERROR(S) OR OMISSIONS) OF WOOD IN PERFORMING SERVICES, SHALL BE LIMITED
TO FIFTY THOUSAND ❑OLLARS ($50,000) 0R THE TOTAL FEES ACTUALLY PAID TO WOOD BY CLIENT UNDER THE AGREEMENT WITHIN THE PRIOR ONE (1) YEAR PERIOD, WHICHEVER IS LESS
("LIMITATION"). CLIENT HEREBY WAIVES AND RELEASES (1) ALL PRESENT AND FUTURE CLAIMS AGAINST WOOD OTHER THAN THOSE_DESCR113ED IN THE PRECEDING SENTENCE, AND (1I)
ANY LIABILITY OF WOOD IN EXCESS OF THE LIMITATION.
In consideration of the promises contained herein and for other separate, valuable consideration, time receipt and sufficiency of which are hereby acknowledged, CLIENT acknowledges and
agrees that but for the Limitation, Wood would not have performed the Services, (ii) it has had the opportunity to negotiate time terms of the Limitation as part of an "arms•length' transaction, (Iii)
the Limitation amount may differ from the amount of professional liability insurance carried by Wood, (Iv) the Limitation is merely a limitation of, and not an exculpation from, Wood's liability and
does not -in any way -obligate CLIENT to defend, indemnify or hold harmless Wood, (v) the Limitation is an agreed remedy, and (vi) the Limitation amount is neither nominal nor a disincentive to
Wood performing the Services in accordance with the Standard of Care.
Wood and CLIENT shall each waive any right to recover from the outer party for any special, incidental, Indirect, or consequential damages (Including lost profits and loss of use) incurred by either
Wood or CLIENT or farwhich either party may be liable to any third party, which damages have been or are occasioned by Services performed or reports'prepared or other wort[ performed hereunder.
CLIENT agrees that the damages for which Wood shall be liable are limited to that proportion of such damages which is attributable to Wood's percentage of fault subject to the other limitations
herein.
11. INDEMNITY: CLIENT agrees to defend, Indemnify, protect and hold harmless Wood and its officers, employees and agents from any and all claim's, liabilities, damages or expenses, including but not limited to
delay of the project, reduction of property value, fear of or actual exposure to or release of toxic or hazardous substances,. and any consequential damages of whatever nature, which may arise directly or indirectly, to any
party, as a result of the services provided by Wood under this.Agreement, unless such injury or loss Is caused by the sole negligence of Wood.
1Z ASSIGNMENT AND SUBCONTRACTING: Neither party shall assign Its Interest In this Agreement without the written consent of the other. if services are required In New York, Wood will arrange for such
services to be provided by an associated firm and this agreement, where required, shall be deemed to be directly between the CLIENT and the licensed firm for all purposes related to the specific scope of
services. Wood shall retain responsibility in accordance with this Agreement for all services performed.
13. COST ESTIMATES: If included in the Services, Wood will provide cost estimates based upon Wood's experience on similar projects, which are not intended for use by CLIENT ar any other party In
developing firm budgets or financial models, or in making investment decisions. Such cost estimates represent only Wood's judgment as a professional and, if furnished, are only for CiIENT's general guidance and are
not guaranteed as to accuracy.
ILA TERMINATION: Either party may terminate this Agreement at any time by providing not less than ten (1 0) days advance written notice to the other party, in the event of a termination, CLIENT shall pay ford
reasonable charges for worst performed 'and demobilization by Wood to date of notice of termination. The limitation of liability and indemnity obligations of this Agreement shall be binding notwithstanding any
termination of this Agreement
15. GOVERNING LAWSILANGUAGE: This Agreement shall be governed and construed in accordance with the laws of the state of the Wood office entering into this Agreement, All communications relating m or
arising out of this Agreement shall be in the English language.
16. FIELD REPRESENTATION: The Services do not include supervision or direction of the means, methods or actual worm of other consultants, contractors and subcontractors not retained by Wood. Time
presence of Wood's representative will not relieve any such other party from its responsibility to perform its work and services in accordance with its contractual and legal obligations and in conformity with the plans
and specifications for the project, CLIENT agrees that each such other party will be solely responsible for its working conditions and safety on the site. Wood's monitoring of the procedures of any such other party
is not intended to include a review of the adequacy of its safety measures. It is agreed that Wood is not responsible for safety or security at a site, other than for Wood's employees, and that Wood does not have
the contractual duty or legal right to stop the work of others.
17. DISPUTES: Any dispute arising hereunder shall first be resolved by taking the following steps, where a successive step is taken if the issue is not resolved at the preceding step: 1) by the technical and contractual
personnel for each party performing this Agreement, 2) by executive management of each party, 3) by mediation, or 4) through the court system of the state of the Wood office that is entering Into this Agreement CLIENT
hereby waives the dghtth trial by jury for any disputes arising out of this Agreement, Except as otherwise provided herein, each party shall be responsible for its our legal casts and attorneys' fees.
.18. EXCLUSIVE USE: Services provided under this Agreement, including all reports, information or recommendations prepared or Issued by Wood, are for the exclusive use of the CLIENT for the project specified. No
other use is authorized under this Agreement CLIENT will not distribute or convey Wood's reports or recommendations to any person or organiza6rt other than those identified in the project description without Wood's
written authorization. CLIENT releases Wood from liability and agrees to defend, indemnify, protect and hold harmless Wood from any and all claims, liabilities, damages or expenses arising, In whole or In part, from such
unauthorized distribution. All reports, drawings, plans, documents, software, source code, object code, field notes and worts product (or copies thereofj.In any form prepared or fumished by Wood under this Agreementare
Instruments of service. Exclusive ownership, copyright and title to all instruments of service remain with Wood. - `
19. ENTIRE AGREEMENT: The terms and conditions set forth herein constitute the entire understanding and agreement of Wood and CLIENT with respect to the Services. All previous proposals, offers, and other
communications relative to the provisions of these Services are hereby superseded. Should CLIENT utilize its purchase order or any other form to procure services, CLIENT acknowledges and agrees that its use of such
purchase order or other fort is solely for administrative purposes and in no event shall Wood be bound to any terms and conditions on such purchase order or atherform, regardless of reference to (e.g. on invoices) or
signature upon (e.g. acknowledgement) such purchase order or other form by Wood. CLIENT shall reference this Agreement on any purchase order or other form it may Issue to procure Wood services, but CLIENT's
failure to do so shall not operate to modify this Agreement.
US T&C 4-2018