EXHIBIT B.1
RMT, INC. SERVICES AGREEMENT
This AGREEMENT made and entered into this 13th day of August, 2002, by and
between Interstate Power and Light Company, hereafter called "Company," a
public utility corporation having its principal offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and RMT, Inc., a Wisconsin Corporation, whose
principal offices are located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, P. O. ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, hereinafter called "Consultant."
This Agreement supercedes all prior agreements between Company and
Consultant.
WHEREAS, it is the intention of the parties that Consultant will provide
its services to Company under circumstances that may constitute Company and
Consultant affiliated interests under the applicable provisions of Iowa,
Illinois and Minnesota laws and regulations; and
WHEREAS, the parties desire to enter into an agreement whereby
Consultant will provide its services to Company subject to the approval of
the Illinois Commerce Commission, the Iowa Utilities Board and the Minnesota
Public Utilities Commission;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:
Section 1. Scope of Work:
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The Consultant shall perform the following services, providing all materials,
tools, equipment, facilities, transportation and supplies necessary for the
proper performance thereof, hereinafter called "Work":
Professional consulting, engineering, and laboratory services for
research, investigation, analysis, report preparation, operation and
maintenance, and for services associated with design and construction as
described in specific Work Authorizations under this Service Agreement.
The Work may be undefined or of indefinite scope, or it may cover
definitive projects.
For projects, such as those involving process development work, planning
work, or environmental assessments, all activities are often initially not
fully definable. As the project progresses, the facts uncovered may dictate
a change in direction which may alter the scope of work. Consultant will
keep Company informed of such situations so that any changes in scope can be
negotiated as required.
The Company shall have the right to make any changes in the scope of Work,
with the contract price being increased or decreased accordingly. The cost
or credit for any such change shall be determined in accordance with
Consultant's standard wage, salary and equipment schedules.
The Manager of Procurement, Material Management Department shall be the
Company's designated representative for the purpose of Administration of this
Agreement.
Consultant will perform Work involving the transfer, storage, or
disposal of hazardous wastes or materials as described in specific Work
Authorizations signed by both parties under this Service Agreement.
For construction services provided by Consultant, the Construction
Management Supplement set forth on Exhibit A-1, which is attached hereto
and incorporated herein by reference, will apply. For operation and
maintenance services provided by the Consultant, the Operation and
Maintenance Supplement set forth on Exhibit A-2, which is attached
hereto and incorporated herein by reference, will apply.
Section 2. Term of Agreement:
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This Agreement shall become effective only upon execution and upon approval
in writing by the Illinois Commerce Commission, the Iowa Utilities Board and
the Minnesota Public utilities Commission and shall, from such effective
date, continue in force until terminated by either party's giving six months'
notice in writing of its desire to terminate the Agreement. This Agreement
is subject to termination upon request by the Illinois Commerce Commission,
the Iowa Utilities Board or the Minnesota Public Utilities Commission.
Termination hereunder shall operate to discharge only those obligations which
are executory by either party on and after the effective date of
termination. Any right (including but not limited to indemnity) or duty of a
party based on either performance or breach of this Agreement, prior to the
effective date of termination, shall survive.
Section 3. Compensation:
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Consultant will be paid for Work on the basis of Consultant's costs, as
indicated in the Consultant's wage, salary, and equipment fee schedules
as set forth in this Agreement as Exhibit "B", which is attached hereto
and incorporated herein by reference. Exhibit "B" may be amended by
submitting to the Company an amended exhibit of applicable fees and charges.
The amended and substituted exhibit shall become effective when a copy has
been approved by the Company and returned to the Consultant. Such amended
and substituted exhibit shall not be effective with respect to any specific
Work Authorizations in effect as of the date of approval of such exhibit.
Consultant shall render an invoice to the Company once a month or upon
completion of Work, whichever occurs earlier. Payments shall be made to
Consultant by the Company no later than thirty (30) days after receipt of an
invoice.
3.1 Invoices and Payments
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Consultant shall submit monthly to Company an invoice for the Services
and charges authorized in the respective Work Authorization. RMT shall
reference each invoice with the Work Authorization, and shall include a
brief description of work performed.
RMT shall submit an invoice each month to the Authorized Representatives
or its designee. Each invoice shall include a labor detail of each RMT
employee's time. Each invoice shall be accompanied by a detailed
statement of all Work completed during that month, including a
comparison to the Work scheduled to be completed that month.
Section 4. Performance:
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Consultant shall apply present engineering and/or scientific judgment and use
a level of effort consistent with the standard of practice as measured on the
date hereof and in the locale of the work when performing Work for Company.
Except as set forth herein, Consultant makes no warranty expressed or
implied, in fact or by law, whether of merchantability, fitness for any
particular purpose or otherwise, concerning any of the materials or Work
which may be furnished by Consultant to Company.
Section 5. Work Authorizations or Purchase Order Releases:
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When Company elects to award Work under the Agreement, it shall offer to do
so by issuing to Consultant a written Work Authorization or Purchase Order
Release which shall include, among other things, terms specifying the
following:
(a) a full description of the Work;
(b) the location of the Work;
(c) the dates for starting and completing the Work, or the period of
time during which the Work is to be performed; and
(d) a reference to Exhibit "B" which governs amounts to be paid to
Contractor, and any special conditions or limitations on such
amounts.
When a written Work Authorization or Purchase Order Release is offered by the
Company to Consultant, Consultant shall accept or reject the offer within ten
(10)calendar days, unless some other time is stated in the Work Authorization
or Purchase Order Release. If Consultant wishes to accept the offer
contained in the Work Authorization, it shall sign the Work Authorization and
return it to the Company, as specified in the Work Authorization letter. In
the case of a Purchase Order Release, commencement of the Work shall indicate
acceptance.
The Work Authorization will not be deemed as having been accepted by the
Consultant until the signed acceptance is received by the Company. Failure
of the Consultant to accept and the Company to receive a Work Authorization,
unchanged, within the ten-day period shall release the Company from any
contractual obligation to employ the Consultant to perform the offered Work.
In addition to the above provisions, if the Company determines it has an
emergency situation in which the Consultant can be of assistance, the Company
may verbally offer Work to the Consultant. If the Consultant accepts the
offer, the parties will commit the oral agreement to a written Emergency Work
Authorization or Purchase Order Release as quickly as reasonable possible
under the circumstances. This Emergency Work Authorization or Purchase Order
Release will state that the Consultant was verbally offered and verbally
accepted the award of Emergency Work.
Section 6. Commencement of Work:
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Consultant shall not commence the Work awarded under a written Work
Authorization, and the Company shall not be obligated to pay Consultant for
Work commenced prior to Consultant's having effectively executed and the
Company having accepted the Work Authorization.
Except as necessary to comply with the specific pre-conditions set out above,
Consultant shall not commence the Work awarded under any Work Authorization,
oral or written, and the Company shall not be obligated to pay Consultant for
Work commenced prior to:
(a) Consultant having delivered to the Company evidence of Consultant's
meeting the insurance requirements set forth in Section 8, below,
and;
(b) Consultant having received from the Company any detailed drawings
or specifications to which Consultant's Work is required to conform.
Section 7. Company's Designated Representative:
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As used in this Agreement, "Company's Designated Representative" means the
person specified in each written Work Authorization to be the liaison between
the Company and the Consultant for the Work let under that Authorization. A
copy of all correspondence concerning the authorized Work shall be sent to
Company's Designated Representative specified in the applicable Work
Authorization. Company reserves the right to designate different
Representatives for each Work Authorization and to change its Designated
Representative for any Work Authorization at any time.
Section 8. Insurance:
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The Consultant shall carry the following types of insurance: worker's
compensation, comprehensive general liability, automobile liability and
professional liability. The minimum limits for worker's liability are
established by the state law of each state where work is to be performed.
The comprehensive general liability shall have a contractual liability
endorsement. The minimum limits for the comprehensive general liability
coverage shall be bodily injury $1,000,000/$1,000,000, and property damage
$1,000,000. The minimum limits for the automobile liability coverage shall
be bodily injury $1,000,000/$1,000,000 and property damage $300,000. The
automotive liability policies shall cover all owned, hired or rented
automobiles used in work performed under this agreement by the Consultant.
In addition, an umbrella comprehensive liability policy providing $1,000,000
aggregate coverage shall be provided. The limits for the professional
liability shall be $1,000,000 aggregate per year. Except for professional
liability and Workers'Compensation, the Company shall be named as an
additional insured on the above policies. A certification of insurance shall
be approved by the Company before the Consultant starts performance.
Section 9. Indemnity and Liability:
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Consultant agrees to take all reasonable precautions to safeguard the public
against damages and injury. The Consultant agrees to save Company harmless
from any and all damages, expenses, costs and attorneys' fees on account of
injury to person, life or property or injury resulting in the death of any
person or persons in any manner arising out of or in connection with the
willful or negligent acts or omissions of Consultant in the performance of
this Agreement or progress of the Work to be done hereunder and, in the even
Company shall be made a party to any suit or litigation on account of injury
or damage or alleged injury or damage to person, life or property or on
account of any injury or alleged injury resulting in the death of any person
or persons arising out of or in connection with the performance of this
Agreement or progress of the Work to be done hereunder, Consultant shall
defend such action on behalf of Company including claims and causes of action
at common law or arising under any statute except under the Worker's
Compensation Act, and, if judgment shall be obtained or claim allowed in any
of said proceedings against Company, Consultant will pay and satisfy such
judgment or claim in full.
The foregoing indemnity shall apply even though said injury to person, life
or property or injury resulting in the death of any person or persons is
caused by a violation by Company of the applicable state laws governing
premises liability.
Section 10. Confidentiality and Trade Secrets:
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All reports, correspondence, documents and other information relating to this
Work are exclusively Company property and are to be considered as proprietary
and confidential. Consultant may not publish, release, disclose, or
disseminate to anyone other than Company employees the results of any work
performed or any information obtained from Work performed under this
Agreement.
Materials which are reviewed by Consultant in the course of this Agreement
may contain trade secrets which are the property of Company or which have
been purchased or leased for use by Company. Consultant may not reveal any
trade secret material to any person in any form and may not use the material
himself for any purpose.
Consultant shall obtain statements from assistants or other personnel he
employs to perform Work hereunder that they understand and agree to the terms
of this Section. In addition Consultant shall sign the Company's standard
Confidential Agreement, a copy of which is attached hereto and incorporated
herein by reference.
Section 11. Relationship of Parties:
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It is the intention of the parties that Consultant have the legal status of
independent contractor. Nothing shall operate or change or alter that
relationship except further agreement between the parties in writing and
specifically addressing the issue.
Consultant shall not sublet any portion of this Work without prior written
approval of the Company. If permission is granted to sublet services, the
Consultant shall remain solely responsible for the satisfactory completion of
the Work and shall incorporate the terms and conditions of this Agreement in
any and all subcontracting agreements.
Section 12. Cooperation with Consultant
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Company shall provide full information regarding its requirements for
projects, together with such surveys, records concerning the subject matter
of the projects, and communications with regulatory agencies of government,
as shall be apropos to the projects. Company shall make its personnel who
are acquainted with Company's requirements and the premises to which the
projects relate available to Consultant at all reasonable times. Company
shall designate representatives authorized to act on its behalf with respect
to projects, which representatives shall promptly render decisions required.
If Company should observe or otherwise become aware of any fault, defect, or
problem concerning the project, Company shall give prompt written notice
thereof to Consultant. In general, Company shall extend full cooperation to
Consultant to the end that the projects can be promptly executed in an
orderly manner.
Section 13. Agreement Modifications:
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The parties shall not enter into any material amendment of this Agreement or
of any provisions thereof unless such material amendment shall have been
approved in writing by the Illinois Commerce Commission, the Iowa Utilities
Board and the Minnesota Public utilities Commission.
Section 14. Project Delays:
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If Consultant is delayed at any time in the progress of Work for any specific
activity by an act, failure to act or neglect of Company or Company's
employees or any other party, by changes in the scope of the Work, or by
delay authorized by Company and agreed to by Consultant, then the time for
completion shall be extended. Consultant shall receive an equitable
compensation adjustment if the delays caused by any of the above result in
changes, require additional Work, or result in additional costs to Consultant.
Neither Consultant nor Company shall be liable for any delay caused by
unforeseen circumstances including acts of force majeure, including without
limitation, fires, flood, riots, strikes, by foreign or domestic governmental
acts or regulations, by inclement weather, or by any cause beyond reasonable
control.
Section 15. Estimate of Consultant's Cost
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When requested by Company, Consultant shall provide, in advance, estimates of
the potential costs of any requested work.
Section 16. Opinions of Cost:
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Since Consultant has no control over the cost of labor, materials, equipment
or services furnished by others, or over any contractor(s)' methods of
determining prices, or over competitive bidding or market conditions,
Consultant's opinion of probable construction/remediation costs and/or
operations and maintenance costs provided for herein are to be made on the
basis of Consultant's judgement as an experienced and qualified professional
engineer and/or consultant, familiar with the construction industry. But,
Consultant cannot and does not guarantee that proposals, bids, or total
construction/remediation costs will not vary from opinions of probable cost
prepared by Consultant. If prior to the bidding or negotiation phase,
Company wishes greater assurance as to costs, Company shall employ an
independent cost estimator.
Section 17. Drug and Alcohol Use:
---------------------------------
Consultant agrees to take such measures as reasonably may be required to
comply with the Company policy (which is described below) on the use,
possession or sale of drugs or other controlled substances and alcohol while
on the Company property or while engaged in work for the Company. Entry into
the Company property by an employee of Consultant constitutes consent by the
Consultant and its employees to a search or inspection of the person of the
employee or any property, including motor vehicles, brought onto Company
property by the employee. Any employee of Consultant found in violation of
Company policy, or who refuses to permit an inspection of his person, or
property brought onto Company property, may be removed and barred from
Company property at the discretion of the Company.
Company policy regarding the use of drugs and consumption of alcohol, is as
follows:
The use, possession, or sale of narcotics, hallucinogens, depressants,
stimulants, marijuana, or other controlled substances on Company
Property or while in pursuit of Company business is prohibited. (This
does not apply to medication prescribed by a licensed physician and
taken in accordance with such prescription.) Consumption of alcohol on
Company Property is also prohibited. The use of the above controlled
substances or alcohol on or away from Company Property which adversely
affects the employee's job performance, or may reflect unfavorably on
public or governmental confidence in the manner in which the Company
carries out its responsibilities, as determined by the Company is also
prohibited.
Section 18. Non-Discrimination in Employment:
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Consultant agrees that he is in compliance with the non-discrimination
provisions of Paragraphs (1) through (7) of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇ of September 24, 1965 as amended, if applicable, and in connection
with the performance of Work or the supply of materials under the terms
hereof and to executive, such other Agreements or documents as may be
required thereby and further agrees to comply with and submit a certification
of compliance with Section 60-1.8 of the Rules and Regulations of the Office
of Federal Contract Compliance, Equal Opportunity Commission, relating to
segregated Facilities, if applicable. This provision as set forth in the
Certificate of Compliance with Executive Orders and Regulations, WPL 4292,
and so witnessed, shall become a part of the contract as though full set
forth in the contract.
Section 19. Right to Audit:
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Consultant shall maintain accurate and detailed records, in accordance with
generally accepted accounting principles consistently applied, of all
expenditures or costs relating to any Work performed under this Agreement.
Company has the right to inspect, examine and make copies of any or all
books, accounts, records and other writings of Consultant relating to the
performance or cost of any Work done under this Agreement. These audit
rights shall be extended to Company or to any representative designated by
Company. Audits shall take place at times and locations mutually agreed upon
by both parties, although Consultant must make the materials to be audited
available within one (1) week of the request for them. Costs incurred in
undertaking the audit will be borne by Company but costs incurred
by Consultant as a result of Company exercising its right to audit will be
borne by Consultant.
Section 20. Assignment:
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This Agreement is to be binding on the heirs, successors and assigns of the
parties hereto and is not to be assigned by either party without first
obtaining the written consent of the other.
Section 21. Notices:
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Any notices required or permitted to be sent may be delivered personally, or
by telegram or certified mail, return receipt requested, to the signatories
of this Agreement at the addresses set forth herein or such other addresses
as the parties may designate.
Section 22. Entire Agreement:
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The terms and conditions set forth herein constitute the entire understanding
of the parties relating to the provision of Work by Consultant to Company and
shall be incorporated in all work orders and authorizations unless otherwise
stated therein.
Section 23. Severability:
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Every part, term or provision of this Agreement is severable from others.
Notwithstanding any possible future finding by duly constituted authority
that a particular part, term or provision is invalid, void or unenforceable,
this Agreement has been made with the clear intention that the validity and
enforceability of the remaining parts, terms and provisions shall not be
affected thereby.
Section 24. Governing Law:
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Unless specifically stated otherwise under, Special Terms and Conditions,
this Agreement shall be governed by and interpreted pursuant to the laws of
the State of Iowa.
Section 25. Miscellaneous:
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It is agreed and understood that Company reserve the right at any time to
solicit quotes for similar work from other consultants and to contract with
such other consultants.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, by
their duly authorized agents.
RMT, INC. INTERSTATE POWER & LIGHT COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(print name)
Title: President Title: President
Date: August 8, 2002 Date: August 13, 2002
RMTINC
EXHIBIT A-1
CONSTRUCTION MANAGEMENT SUPPLEMENT
RMT, Inc. ("Consultant") agrees to provide, as an additional service,
the procurement, administration, and management of on-site services of
construction and remediation contractors to implement or effect the
engineering and related recommendations developed by Consultant under the
agreement entitled Service Agreement between RMT, Inc. Services Agreement
between Consultant and Interstate Power & Light Company ("Company"), and
dated ______________, as amended. In so doing, Consultant will act as an
independent contractor and enter into one or more subcontracts with
construction and remediation SUBCONTRACTOR(S). Services provided by
Consultant hereunder shall be subject to the Terms and Conditions of the
aforementioned Agreement, and the provisions of this Construction Management
Supplement. In the event of conflict or inconsistency, this Construction
Management Supplement shall control:
1. Authorization to Subcontract Construction Work: Company expressly
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authorizes Consultant to enter into, execute, and administer
subcontract(s), provide construction management services, and take such
other actions as necessary on behalf of Company with one or more
construction SUBCONTRACTORS directed at achieving Company's objectives
as defined in the Scope of Work for the project.
2. Scope and Responsibility of Consultant: In providing construction-phase
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services Consultant shall:
(a) develop and submit for Company's review and approval a recommended
Scope of Work for each construction subcontract contemplated. This
will be based on Consultant's services provided under prior phases
of this Project;
(b) select appropriate subcontract pricing structures, e.g. lump sum,
unit price, cost-plus;
(c) solicit quotations, bids, or proposals (as Consultant deems
appropriate) for the approved Scope of Construction Work;
(d) conduct site tours for prospective SUBCONTRACTORS;
(e) based on its review of such quotations, bids, or proposals, and the
entity providing them, select the SUBCONTRACTOR(S);
(f) prepare appropriate subcontract documents, and submit them to
Company for approval. Upon approval by the Company, execute them
in RMT's name;
(g) assist Company in securing necessary approvals and/or permits from
governmental agencies having jurisdiction over the Project;
(h) monitor performance of the subcontract(s);
(i) keep the Company informed of the progress of the Work;
(j) prepare and maintain a master schedule and a detailed schedule for
the Work;
(k) provide construction subcontract administration and coordination,
including the coordination of resident engineering services with
SUBCONTRACTOR activity;
(l) regularly conduct project meetings with SUBCONTRACTOR - Company
will attend as necessary;
(m) observe field tests and approve/disapprove results;
(n) inspect the Work and notify SUBCONTRACTOR of Work that should be
corrected;
(o) review SUBCONTRACTOR invoices or applications for payment, and pay
sums deemed due to the SUBCONTRACTOR(S) pursuant to the terms of
the each subcontract covering the Work;
(p) give notices on behalf of Consultant or Company, and comply with
applicable laws, ordinances, rules, regulations, and lawful orders
of governmental agencies relating to the Project;
(q) initiate and administer a formal field change order process;
consider and evaluate SUBCONTRACTOR'S and supplier's suggestions
for modification in the Work and report to Company; prepare
subcontract modifications impacting time and/or cost for completion
of the Work which require Company's written approval; however,
Consultant shall have authority to make changes in the design and
construction consistent with the intent of the Project's contract
drawings and specifications when such changes have no impact on
time and/or cost for completion of the Project;
(r) notify Company when the Work or an agreed-upon portion thereof is
substantially completed by issuing a Certificate of Substantial
Completion which shall establish the Date of Substantial Completion;
(s) maintain in good order at the Project site, one (1) record copy of
the contract drawings, specifications, product data, samples, shop
drawings, and other contract modifications marked currently to
record changes made during construction; one complete copy of
record drawings and specifications will be provided to Company in
the Construction Observation Report; and
(t) maintain and duly authenticate all records and books of account
under the Service Agreement in accordance with PSC requirements.
3. Scope and Responsibility of SUBCONTRACTOR(S): Company acknowledges that
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Consultant will employ subcontract terms that require the
SUBCONTRACTOR(S) to:
(a) provide, or cause to be provided, labor, materials, equipment,
tools, consumables, construction equipment and machine, water,
heat, utilities, transportation, and other facilities and services
necessary for proper execution and completion of the Work, whether
temporary or permanent and whether or not incorporated or to be
incorporated in the Work;
(b) be responsible for the management of lower tier subcontractor(s)
and vendor(s) in performance of the SUBCONTRACTOR'S part of the
Work;
(c) be responsible for and coordinate all construction means, methods,
techniques, sequences and procedures to accomplish SUBCONTRACTOR'S
portion of the Scope of Work for the project;
(d) be responsible for initiating, maintaining, and providing
supervision of safety precautions and programs of SUBCONTRACTOR and
lower tier subcontractors in connection with the Work;
(e) warrant that all materials and equipment incorporated in the Work
will be new, unless otherwise specified, and that the Work will be
of good quality, free from improper workmanship and defective
materials, and in conformance with the Project's subcontract
drawings and specifications;
(f) correct all Work performed under said Subcontract(s) which proves
to be defective in material and/or workmanship within a period of
one (1) year from the Date of Substantial Completion as defined
hereinbefore; the warranty under this Subparagraph does not extend
to any damage caused by other's misuse, negligence, or failure to
follow operating instructions; further, the warranty does not cover
any repairs, adjustments, alterations, replacements, or maintenance
which may be required as a result of normal corrosion, normal
erosion, or normal wear and tear in operation of the completed
Project, or failure occasioned by operation or condition of service
more severe than specified; all replacement parts, retrofit kits,
and repaired parts are warranted for a period of one (1) year from
the Date of Substantial Completion; prior to the Date of
Substantial Completion and throughout the warranty period, any
obligations under this warranty are limited to repair or
replacement of the defective part or parts, free of charge, at the
Project site;
(g) pay all sales, consumer use, and similar taxes in effect at the
time of the Work, as well as secure, in Company's name, any
building or other permits and governmental fees, licenses, testing,
and inspections necessary for the proper execution and completion
of the Work;
(h) be responsible to Consultant for the proven negligent acts or
willful misconduct of its employees and any subcontractor(s) in
privity of contract with it to perform a portion of the Work,
including its agents and employees;
(i) keep the Project Site free from accumulation of surplus materials
and rubbish caused by ongoing construction operations; similarly,
at the completion of the Work, remove, from and about the Project
Site, its tools, construction equipment, machinery, surplus
materials and rubbish; and
(j) cooperate with Consultant, Company and other contractors at the
Project Site as necessary to coordinate the Work with concurrent
work that may be under way at the site, and shall similarly
instruct its subcontractors.
4. Responsibility of Company: The responsibility of the Company is
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acknowledged to be the following:
(a) be responsible for the elimination or abatement of safety hazards
created or otherwise resulting from work at the Project site by
other persons or firms directly employed by Company as separate
Contractors, and Company agrees to require any such separate
Contractors and tenants to abide by and fully adhere to applicable
provisions of federal, state and municipal safety laws and
regulations, and Company'S safety rules in effect at the project
site, and to comply with all reasonable requests and directions of
Consultant for the elimination or abatement of any such safety
hazards at the Project site;
(b) meet its obligations hereunder in a timely manner by promptly
providing information, reviews, approvals/disapprovals, notices
materials, services, payments and other things when due, scheduled,
or needed to allow orderly progression of the work without undue
cost, interference or delay;
(c) retain full responsibility and liability for damage to Company
premises and personal property caused by work on this Project is
retained by the Company, except to the extent such damage is caused
by negligent and willful acts by Consultant or the SUBCONTRACTOR(S);
(d) provide information to Consultant and SUBCONTRACTOR(S) relative to
site access, including gates, employee and equipment parking,
material laydown areas, material and equipment receiving and
disbursement areas, site operating rules, and restricted areas;
(e) communicate to Consultant and SUBCONTRACTOR(S) standard operating
and safety concerns, including safety, hazards associated with the
general site, alarm signals, speed limits, evacuation procedures,
hazardous work permit procedure, and material safety data sheets;
(f) retain all safety responsibilities for the work site, except for
the work of Consultant and its SUBCONTRACTOR(S) and their
employees; and
(g) retain all security responsibilities for the work site.
5. Funding: Company agrees to provide Consultant funds sufficient to pay
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the SUBCONTRACTOR(S) consistent with a cash flow requirements. Fund
transfers, whether by check, draft, electronic transfer or other means
shall be in favor of Consultant, who will process SUBCONTRACTOR payment
funds. Alternatively, Company agrees to honor Consultant invoices
supported by approved completion notices or other evidence of work
completed prior to Consultant's payment of SUBCONTRACTOR(S).
6. Responsibility for Hazardous Materials or Samples: Company acknowledges
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that Consultant has had no role in generating, treating, storing, or
disposing of hazardous materials that may be present at Project site;
and Consultant has not benefited from the processes that produce such
hazardous materials. Any hazardous materials encountered by or
associated with Services provided by Consultant on the Project shall at
no time be or become the property of Consultant. Any arrangement by
Consultant for the treatment, storage, transport, or disposal of any
hazardous materials, shall be construed as being made solely and
exclusively on Company's behalf for Company's benefit, and Company shall
indemnify and hold harmless Consultant and its SUBCONTRACTOR(S),
consultants, agents, officers, directors, and employees from and against
any and all liability which arises out of the treatment, storage,
transport, or disposal of hazardous materials. Nothing contained within
this "Service Agreement" shall be construed or interpreted as requiring
Consultant to assume the status of a generator, ▇▇▇▇▇▇, treater, or
disposal facility as defined in any federal, state, or local statute,
regulation, or rule governing treatment, storage, transport, and or
disposal of hazardous materials.
All samples of hazardous contaminants are the property and
responsibility of Company and shall be returned to Company at the end of
the Project for proper disposal. Alternative arrangements to ship such
samples directly to a licensed hazardous waste disposal facility may be
made at Company's request and expense.
EXHIBIT A-2
OPERATIONS & MAINTENANCE SUPPLEMENT
RMT, Inc. ("Consultant") agrees to provide, as an additional service,
the procurement of materials and services, and to provide the on-site
services necessary to operate and maintain the remediation facilities
developed by Consultant under the Agreement entitled "RMT, Inc. Services
Agreement" between Consultant and Interstate Power & Light Company
("Company"), and dated ______________, as amended. In so doing, Consultant
will enter into one or more contracts for materials and parts supply,
utilities, and repair services. Services provided by Consultant hereunder
shall be governed by the Terms and Conditions of the aforementioned
Agreement, and the provisions of this Operations & Maintenance Supplement
("Supplement"). In the event of conflict or inconsistency, this Supplement
shall control:
1. Authorization to Procure O&M Supplies and Repair Services: Company
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expressly authorizes Consultant to enter into, execute, and administer
purchase orders and subcontracts, and take such other actions as
necessary with one or more suppliers directed at achieving Company's
objectives as defined in the Scope of Work for the project.
2. Scope and Responsibility of Consultant: In providing operation-phase
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services Consultant shall:
(a) provide all necessary personnel and perform all operations required
by the remedial action workplan on behalf of Company;
(b) perform all maintenance necessary to support operations;
(c) develop and administer all approvals and sources of supply
necessary for proper operations and maintenance, including, but not
limited to, the following:
(1) develop and submit for Company's review and approval a
recommended Scope of Supply for each supply contract
contemplated. This will be based on Consultant's estimate of
supplies and services to be required under this phase of the
Project;
(2) recommend appropriate contract pricing structures, e.g. lump
sum, unit price, cost-plus, if requested by Company;
(3) when authorized in writing by Company, solicit quotations,
bids, or proposals (as Consultant deems appropriate) for the
approved Scope of Supply;
(4) based on its review of such quotations, bids, or proposals,
and the entity providing them, select the suppliers, if
requested to do so by the Company;
(5) prepare and execute appropriate purchase order and contract
documents;
(6) assist Company in securing necessary operating approvals
and/or permits from governmental agencies having jurisdiction
over the Project; and
(7) Administer the purchase orders and contracts;
(d) perform all analytical tests, and prepare all laboratory reports;
(e) keep the Company informed of the operations via monthly operating
reports;
(f) provide for site management, safety and security on behalf of the
Company to the extent requested by Company;
(g) provide operations management, data management, and
coordination/cooperation with governmental agencies having
jurisdiction over the site;
(h) review Supplier invoices or applications for payment, and pay sums
due to the Supplier(s) pursuant to the terms of each contract or
purchase order;
(i) comply with applicable laws, ordinances, rules, regulations, and
lawful orders of governmental agencies relating to the Project;
(j) notify Company when the Operations or an agreed-upon portion
thereof is substantially completed;
(k) maintain operating records in good order for periodic inspection or
audit by Company; and
(l) sell any surplus materials or equipment for Company that were
purchased under the Agreement, and remove any materials or debris
created by Consultant hereunder to the satisfaction of Company.
Consultant shall have first right of refusal to purchase any
surplus equipment.
3. Responsibility of Company: The responsibility of the Company is
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acknowledged to be the following:
(a) be responsible for the elimination or abatement of safety hazards
created or otherwise resulting from work at the Project site by
other persons or firms directly employed by Company as separate
Contractors not under management of Consultant, and Company agrees
to require any such separate Contractors and tenants to abide by
and fully adhere to applicable provisions of federal, state and
municipal safety laws and regulations, and Company's safety rules
in effect at the project site, and to comply with all reasonable
requests and directions of Consultant for the elimination or
abatement of any such safety hazards at the Project site;
(b) meet its obligations hereunder in a timely manner by promptly
providing information, reviews, approvals/disapprovals, notices,
materials, services, payments and other things when due, scheduled,
or needed to allow orderly progression of the work without undue
cost, interference, or delay;
(c) carry fire and extended coverage, and general liability insurance
for its real and personal property, and retain full responsibility
and liability for damage to such property caused by work on this
Project, except to the extent such damage is caused by negligent
and willful acts by Consultant or its Suppliers;
(d) provide information to the Consultant relative to site access,
including gates, employee and equipment parking, material laydown
areas, material and equipment receiving and disbursement areas,
site operating rules, and restricted areas;
(e) communicate to the Consultant standard operating and safety
concerns, including safety, hazards associated with the general
site, alarm signals, speed limits, evacuation procedures, hazardous
work permit procedure, and material safety data sheets; and
(f) retain all safety and security responsibilities for the work site,
except that the Consultant and its Suppliers are responsible for
their employees.
4. Compensation: The Company will pay Consultant for the Services under
------------
this Supplement in accordance with the Schedule of Charges that is
attached to this Agreement as Exhibit B.
5. Reimbursement of Payments to Vendors and Subcontractors: Company agrees
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to provide Consultant funds sufficient to pay the Vendors and
Subcontractors consistent with cash flow requirements. Fund transfers,
whether by check, draft, electronic transfer or other means shall be in
favor of Consultant, who will process Vendor payment funds through a
segregated account. Alternatively, Company agrees to honor Consultant
invoices supported by approved delivery reports or evidence of Vendor or
Subcontractor progress prior to Consultant's payment of Vendor(s).
6. Term and Termination: The initial term of this Supplement shall
--------------------
commence on the execution hereof, and shall thereafter automatically
renew itself for successive periods of one (1) year each, unless either
party gives written notice of its intention to terminate or amend this
Supplement by giving at least thirty (30) days prior written notice to
the other party. Notice shall be given in accordance with the
provisions of Section 19 of the Agreement. The Term of Services and
Schedule of Charges shall be as set forth in the Work Authorization.
With respect to the Services provided under this Supplement, the term of
the Agreement named at the beginning of this Supplement shall be
extended as necessary to conform to the term of this Supplement.
7. Limitation on the Scope of Services:
-----------------------------------
(a) Nothing contained within this Supplement shall be construed or
interpreted as requiring Consultant to assume the status of a
generator, ▇▇▇▇▇▇, treater, or disposal facility as those terms
appear within the Resource Conservation Recovery Act, as amended
(hereinafter "RCRA") or within any state statute governing the
treatment, storage and disposal of waste. Company shall assume the
responsibility for compliance with the provisions of RCRA and any
state statue governing the treatment, storage, and disposal of
waste. Company shall indemnify and hold harmless Consultant and
its subcontractors, suppliers, consultants, agents, officers,
directors, and employees from and against any and all liability,
including strict liability, which arises out of the treatment,
storage, transport, or disposal of hazardous materials, except to
the extent such liability arises from the negligence, errors or
omissions, or breach by Consultant, its subcontractors,
consultants, agents, officers, directors, or employees.
(b) Waste Materials addressed by or associated with Services provided
by Consultant shall at no time be or become the property of
Consultant or its subcontractors (except where expressly provided
otherwise in the Remedial Project Service Description or where
specifically provided for by the subcontract for such Services) and
shall at all times be and remain Company's property. Any
arrangements for the disposal, treatment, or transport of any Waste
Materials or other materials which shall be made by Consultant or
its subcontractors shall be construed as being made solely and
exclusively for Company's benefit.
(c) In the event the Company requests Consultant's assistance in
meeting its obligations, as set forth in paragraphs 6(a) and (b)
hereunder, then, Consultant, as requested and directed by Company,
will provide the following:
1. perform analytical testing to assist Company in the proper
characterization of the waste manifest preparation;
2. identify potential transporters and disposal facilities that
may be used in the transportation and disposal of waste
collected;
3. enter into subcontract or purchase order arrangements with
transporter and/or disposal facilities selected by Company; and
4. prepare manifests for Company's approval and execution.
EXHIBIT B
All services rendered hereunder shall be at actual cost thereof, fairly and
equitably assigned or allocated, all in accordance with the requirements of
the Public Utility Holding Company Act of 1935 (the Act) and any orders
promulgated thereunder. Services will be provided at cost as defined by 17
CFR Ch. II, ss. 250.91. The services described herein shall be directly
assigned or allocated by activity, project, program, work order or other
appropriate basis. Interstate Power and Light shall have the right from time
to time to amend, alter or rescind any activity, project, program or work
order provided that (i) any such amendment or alteration which results in a
material change in the scope of the services to be performed or equipment to
be provided is agreed to by RMT, (ii) the cost for the services covered by
the activity, project, program or work order shall include any expense
incurred by RMT as a direct result of such amendment, alteration or
rescission of the activity, project, program or work order, and (iii) no
amendment, alteration or rescission of an activity, project, program or work
order shall release Interstate Power and Light from liability for all costs
already incurred by or contracted for by RMT pursuant to the activity,
project, program or work order, regardless of whether the services associated
with such costs have been completed.
RMT will maintain an accounting system for accumulating all costs on an
activity, project, program, work order, or other appropriate basis. To the
extent practicable, time records of hours worked by RMT employees will be
kept by activity, project, program or work order. Charges for salaries will
be determined from such time records and will be computed on the basis of
employees effective hourly rates, including an applicable overhead factor.
Where identifiable to a particular activity, project, program or work order,
such costs will be directly assigned to such activity, project, program or
work order.
