HomeMy WebLinkAboutPROPOSAL Ramboll-Env Support_Oshkosh-Grand Opera House_12182025 12-16-252
1/4
December 18, 2025
Ramboll
234 W. Florida Street
Fifth Floor
Milwaukee, WI 53204
USA
T +1 414 837 3607
F +1 414 837 3608
www.ramboll.com
Ref. P3861M-25187
Via Email: mblank@oshkoshwi.gov
Mr. Michael Blank
Facilities Project Coordinator
City of Oshkosh
215 Church Avenue
Oshkosh, WI 54903-1130
PROPOSAL TO PROVIDE PHASE I ENVIRONMENTAL SITE ASSESSMENT
AND TECHNICAL ASSISTANCE, ENVIRONMENTAL LIABILITY
CLARIFICATION SERVICES FOR TWO PROPERTIES ASSOCIATED
WITH THE PROPOSED GRAND OPERA HOUSE ADDITION,
OSHKOSH, WISCONSIN
Dear Mr. Blank:
Ramboll Americas Engineering Solutions, Inc. (Ramboll) is pleased to submit this
proposal to provide environmental services in support of the proposed Grand Opera
House (Grand) addition. The City of Oshkosh (the “City”) has requested
environmental services, including Phase I Environmental Site Assessments (ESAs)
for two nearby sites under consideration for acquisition, as well as assistance in
evaluating potential environmental liabilities associated with acquiring these sites.
PROPOSED SCOPE OF WORK
Ramboll will conduct a Phase I ESA of each site consistent with the ASTM
International Standard Practice for Environmental Site Assessments: Phase I
Environmental Site Assessment Process E1527-21 (2021 ASTM Standard) for the
following:
• Former Gunderson Cleaners Inc., 118 High Avenue (WDNR Bureau of
Remediation Redevelopment Tracking System [BRRTS] No. 02-71-467002); and
• Thompson Photo Imagery, 114 High Avenue.
Each property will have its own report.
The objective of the Phase I ESA is to identify Recognized Environmental Conditions
(RECs), which are defined by ASTM as "the presence or likely presence of any
hazardous substances or petroleum products in, on, or at a property: 1) due to any
release to the environment; 2) under conditions indicative of a release to the
environment; or 3) under conditions that pose a material threat of a future release
to the environment.” Specifically, this assessment will be performed under the
supervision of an Environmental Professional as defined in the 2021 ASTM standard
and will include: a) document review; b) review of federal, state, tribal, and local
government records; c) review of readily available historical resources; and d) site
reconnaissance.
This Phase I ESA does not include: visits to regulatory agencies to review files
(other than local building, health, and/or fire departments); evaluation or discussion
of other non-scope considerations such as lead-based paint, radon, water
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
2/4
intrusion/mold, lead-based paint, mold, or radon; or the collection of samples of media including but not
limited to building materials, air, soil, soil vapor, and water. At the Client’s request, a qualitative assessment
for asbestos containing building materials is included. These tasks are described in more detail in
Attachment A.
After completing the report, Ramboll will discuss with the City the potential liabilities associated with
acquisition of the sites, discuss with the WDNR potential options for liability protection, and submit
Form 4400-237 Technical Assistance, Environmental Liability Clarification to the WDNR. A $700 WDNR
technical review fee is included. Three virtual meetings are included – two with the City and one with the
City and WDNR.
PROJECT DELIVERABLE
Ramboll will prepare a full Phase I ESA Report for each site that documents the findings of the Phase I ESA.
The report will include a clear and concise executive summary that identifies key issues and their
significance, followed by site-specific details gathered during Ramboll’s review. The report will satisfy the
form and content requirements of the 2021 ASTM standard, including relevant information on non-scope
considerations. The report will identify and discuss any significant data gaps that limit Ramboll’s ability to
identify recognized environmental conditions or conditions indicative of releases or threatened releases of
hazardous substances on, at, in, or to the sites. As required by the ASTM standard, Ramboll’s Phase I ESA
Report will remain current only for only 180 days from the date of the site inspection. The Phase I ESA
Report will be issued electronically. Upon receipt of client comments on the draft, Ramboll will issue a final
version of the report electronically.
SCHEDULE
Ramboll is prepared to commence work on this project upon receipt of written authorization of this proposal.
Ramboll assumes that the information requested herein is readily available and that no delays in completing
the site visit or agency reviews are encountered. The draft Phase I ESA report and a completed WDNR
Form 4400-237 can be provided within approximately 15 business days (3 weeks) of receiving your written
authorization to proceed, assuming there are no site access limitations. After receiving comments on the
draft, an electronic version of the Phase I ESA report will be issued.
Written requests for access to documents held by governmental agencies can take as long as 1 month or
more to process. If these documents are not available at the time of the report but are received within
20 days of submitting the initial request for information (e.g., Freedom of Information Act submission or
equivalent), Ramboll will review the new information upon receipt and will issue a supplemental report
addendum if this information result in any substantive changes to Ramboll’s understanding of the site or of
an identified issue.
PROJECT COST
Ramboll proposes to complete the scope of work presented above on a time and materials basis in
accordance with the attached standard terms and conditions for a cost of $13,300, including expenses.
The City may direct Ramboll in writing to issue the written report or deliverable to an affiliate0F1 of the City
and/or to extend reliance to an affiliate of the City, in which event (i) City and City’s affiliate will collectively
1 An affiliate, for purposes of this proposal, means any entity that directly or indirectly controls, is controlled by, or is
under common control with the City.
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
3/4
be considered “City for purposes of this proposal and the business terms and conditions, and (ii) Ramboll
may invoice and accept payment from either the City or the City affiliate.
If tasks beyond the scope of work provided in this proposal are identified, including multiple rounds of report
comment and revisions, preparation for and discussions with third parties (e.g., lenders, insurance agents,
external counsel) or preparation of remedial cost estimates, Ramboll will complete such tasks on a time and
materials basis, in accordance with the attached terms and conditions.
CONDITIONS OF SERVICE
1. Services Provided by Others
It is assumed that the City will work with Ramboll, site personnel, site owners, and others as necessary to
ensure the following:
A. Ramboll will be provided with unrestricted access to the sites. The interior of the buildings will be
accessible and lighted.
B. Facility personnel and/or site owner representatives will provide hard copies of or electronic access to
available drawings, maps, and all other documentation regarding the sites. A formal document request
will be provided under separate cover.
C. Facility personnel and/or site owner representatives will provide names and contact information of
current and former property owners and/or occupants of the facilities prior to the site visit.
D. The City or others will provide to Ramboll a search for environmental liens and recorded land title
records (i.e., title and deed search) for the sites, dating back to 1980.
E. Ramboll will not seek to interview owners/occupants of any surrounding properties.
F. Attachment B of this proposal describes information required to be provided by the user of the Phase I
ESA report, if available. The City will complete the questionnaire in Attachment B for the sites and return
a copy to Ramboll.
2. Basis for Estimated Cost and Schedule
A. No scheduling, access, or other unforeseen difficulties in obtaining data will be encountered.
B. No visits to regulatory agencies beyond those described in Attachment A are required.
C. The estimated cost assumes that the sites have only those addresses and assessor parcel numbers
(APNs) indicated herein. If a site formerly had other addresses, additional costs may be incurred to order
and review files for the additional addresses. Ramboll will notify you if this is discovered to be the case.
D. One cycle of review comments from all parties on draft document.
RELIANCE ON RAMBOLL’S WORK PRODUCT
Ramboll understands that there may be other parties that may wish to rely upon the findings of the Phase I
ESA Report. Recognizing that the conclusions of the Phase I ESA represent Ramboll’s professional judgment
based upon the information available and conditions existing as of the date of the Phase I ESA Report, the
Report Ramboll provides to the City may be relied upon by other parties, subject to the terms of a reliance
letter issued by Ramboll. The reliance letter will include, but not be limited to, a condition that Ramboll’s
total exposure and liability in connection with the Report to the City and all other parties to whom reliance
may be granted do not exceed the limitations of liability in the terms and conditions agreed to by the City in
the contract for this assignment (Attachment C).
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
4/4
To initiate this work, please sign the Authorization to Proceed and email a copy to amott@ramboll.com. We
look forward to working with you and assisting with this project. If you have any questions or need
clarification on the proposed scope of work or estimated costs, please call.
Yours sincerely,
Ramboll Americas Engineering Solutions, Inc.
Andrew Mott, PG (WI), CPG Scott Tarmann, PE
Senior Managing Consultant Principal
D +1 920 379 6024 D +1 262 901 0093
amott@ramboll.com starmann@ramboll.com
AUTHORIZATION TO PROCEED
Ramboll Proposal No. P3861M-25187, dated December 18, 2025, for Environmental Services for
the Proposed Grand Opera House Addition in Oshkosh, Wisconsin
Signature Date
Rebecca Grill City Manager
Print Name Title/Organization
Signature Date
Darla Salinas City Clerk
Print Name Title/Organization
Signature Date
David Praska City Attorney
Print Name Title/Organization
Signature Date
Julie Calmes Director of Finance
Print Name Title/Organization
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
ATTACHMENT A
SCOPE OF WORK AND
NON-SCOPE CONSIDERATIONS
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
ATTACHMENT A
SCOPE OF WORK AND
NON-SCOPE CONSIDERATIONS
1/2
PHASE I ENVIONMENTAL SITE ASSESSMENT
Task A: Document Review
• Review available documents obtained from Client or facility. In order to meet the requirements of the
2021 ASTM standard, the user of the report is also required to complete the information in the User-
Provided Information Request provided in Attachment B, which we will review for this assessment.
Task B: Review of Federal, State, Tribal, and Local Government Records
• Order and review regulatory database searches for the facility and the surrounding properties from a
third-party provider (e.g., Environmental Data Resources, LLC [EDR]). The report obtained from the
provider will meet the minimum requirements presented in the 2021 ASTM standard.
• Request information from the local fire and health departments for the site.
• If judged to be necessary by the Environmental Professional, request access and review (if time permits)
relevant files maintained by the state agencies (such as the Wisconsin Department of Natural Resources.
• If judged to be necessary based on the results of the initial review, request information from the local
fire and health departments and/or state agencies for adjacent or adjoining properties identified on one
or more standard environmental databases identified in the ASTM standard, for the purpose of
evaluating whether such listings represent an environmental condition. Such requests will be made as an
additional scope of work and cost.
Task C: Review of Readily Available Historical Sources
• Review readily available standard historical sources including aerial photographs, topographic maps,
Sanborn Fire Insurance maps, and a City Business Directory abstract to evaluate historical property use,
and the potential for off-site impacts to the site. This task does not include a formal title and deed
search, which is assumed to be provided by Client.
• Request and review information from the local tax assessor office and building department for the site.
Other historical sources will be consulted if judged to be necessary by the Environmental Professional as
an additional scope of work and cost.
Task D: Site Reconnaissance
• Visually inspect the physical condition of the site, including the interior of the building and other
structures, to evaluate whether there are current or past operations that involve the use, treatment,
storage, disposal, or generation of hazardous substances or petroleum products. This site inspection will
include a brief evaluation of:
– presence of hazardous substances and petroleum products;
– storage tanks;
– odors;
– pools of liquid;
– drums and other containers;
– operation and management of potential polychlorinated biphenyl (PCB)-containing equipment;
– heating and cooling systems;
– visible surface stains or corrosion on floors, walls, or ceilings;
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
ATTACHMENT A
SCOPE OF WORK AND
NON-SCOPE CONSIDERATIONS
2/2
– drains and sumps;
– pits, ponds, or lagoons;
– stained soil or pavement;
– stressed vegetation;
– areas that are apparently filled or graded by non-natural causes (e.g., solid waste);
– wastewater management practices;
– wells;
– septic systems; and
– on-site road(s) with no outlet.
• Visually inspect the site from all publicly-accessible thoroughfares.
• Visually inspect, to the extent practicable from site boundaries and public thoroughfares, adjacent
properties for current or past land use conditions that may adversely affect the site.
• Evaluate geologic, hydrogeologic, hydrologic, and topographic conditions of the site to the extent
practicable based on visual observations.
• Interview current facility owners, occupants, and other knowledgeable parties who may have information
concerning the history of the site and the activities conducted by current and previous site occupants.
Past owners and occupants will also be interviewed, provided that contact information is provided and
permission is granted by the Client.
ASTM “NON-SCOPE” CONSIDERATIONS
Ramboll’s Phase I environmental assessment will include a review of one item that the ASTM standard
considers “non-scope consideration,” namely a qualitative evaluation of the potential for the on-site
existence of asbestos containing materials (ACM). The proposed scope of work for this non-scope
consideration will be as follows:
• ACM: Ramboll will inquire as to whether or not an asbestos survey and/or asbestos O&M Plan exists for
the facility. If no asbestos survey or other document identifying ACM and PACM exist, Ramboll will make
general qualitative observations of the types of presumed ACM (PACM) and other suspect ACM that are
noted in accessible areas during the course of the site assessment. Ramboll will make observations of
visually apparent and reasonably accessible suspect ACM (e.g., thermal system insulation, ceiling and
floor, tiles, transite material). It should be noted that additional PACM or suspect ACM may also be
concealed behind solid structures, enclosures or other building components, an evaluation of which is
beyond the scope of this assessment.
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
ATTACHMENT B
USER-PROVIDED INFORMATION
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
ATTACHMENT B
USER-PROVIDED INFORMATION
1/2
Site Address: _______________________________
USEPA’s All Appropriate Inquiries Final Rule (40 CFR 312) and the ASTM 2021 Standard for Phase I
Environmental Site Assessments sets forth certain requirements of the “user” (the party for whom the
assessment is being prepared) of the Phase I ESA to qualify for federal certain Landowner Liability
Protections (LLPs) under CERCLA. This “User Questionnaire” is intended to assist the user in gathering some
of the required information. We ask that you answer the questions outlined below to the best of your
knowledge but understand that, in some circumstances, you may have little or no information that is
responsive.
(1.) Environmental liens that are filed or recorded against the subject property.
Are you aware of any environmental cleanup liens against the property that are filed or recorded (either with land title or
judicial records) under federal, tribal, state or local law?
(2.) Activity and use limitations that are in place on the subject property or that have been filed or recorded
against the subject property.
Are you aware of any activity use limitations (AULs), such as engineering controls, land use restrictions or institutional
controls that are in place at the subject property and/or have been filed or recorded (either with land title or judicial
records) under federal, tribal, state or local law?
(3.) Specialized knowledge or experience of the person seeking to qualify for the LLPs.
Do you have any specialized knowledge or experience related to the subject property or nearby properties? For
example, are you involved in the same line of business as the current or former occupants of the subject property or an
adjoining property so that you would have specialized knowledge of the chemicals and processes used by this type of
business?
(4.) Relationship of the purchase price to the fair market value of the subject property if it were not
contaminated.
Does the purchase price being paid for this subject property reasonably reflect the fair market value of the subject
property? If you conclude that there is a difference, have you considered whether the lower purchase price is because
contamination is known or believed to be present at the subject property?
(5.) Commonly known or reasonably ascertainable information about the subject property.
Are you aware of commonly known or reasonably ascertainable information about the subject property that would help
the environmental professional to identify conditions indicative of releases or threatened releases? For example,
(a.) Do you know the past uses of the subject property?
(b.) Do you know of specific chemicals that are present or once were present at the subject property?
(c.) Do you know of spills or other chemical releases that have taken place at the subject property?
(d.) Do you know of any environmental cleanups that have taken place at the subject property?
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
ATTACHMENT B
USER-PROVIDED INFORMATION
2/2
(6.) The degree of obviousness of the presence or likely presence of contamination at the subject property,
and the ability to detect the contamination by appropriate investigation.
Based on your knowledge and experience related to the subject property are there any obvious indicators that point to
the presence or likely presence of releases at the subject property?
In addition to the six questions above, please provide any available information responsive to the
following questions, which are required by the ASTM 2021 Standard to be asked of the user of
the Phase I ESA:
1. Any pending, threatened, or past litigation relevant to hazardous substances or petroleum products in, on, or from
the property;
2. Any pending, threatened, or past administrative proceedings relevant to hazardous substances or petroleum
products in, on or from the property; and
3. Any notices from any governmental entity regarding any possible violation of environmental laws or possible liability
relating to hazardous substances or petroleum products.
Other Helpful Documents (Section 10.8 of ASTM Standard):
If available, please provide copies of the following documents relating to the site:
1. Environmental site assessment reports;
2. Environmental site investigation reports;
3. Environmental compliance audit reports;
4. Environmental permits (for example, solid waste disposal permits, hazardous waste disposal permits,
wastewater permits, NPDES permits, underground injection permits, air permits);
5. Registrations for underground storage tanks (USTs) and aboveground storage tanks (ASTs);
6. Registrations for underground injection systems;
7. Safety data sheets;
8. Community right-to-know plans and reports;
9. Safety plans; preparedness and prevention plans; spill prevention, countermeasure, and control plans;
facility response plans, etc.;
10. Reports regarding hydrogeologic conditions on the property or surrounding area;
11. Reports regarding any self-directed or other cleanup activities conducted at the property;
12. Notices or other correspondence from any government agency relating to past or current violations of
environmental laws with respect to the property or relating to environmental liens encumbering the
property;
13. Hazardous waste generator notices or reports;
14. Geotechnical studies;
15. Risk assessments; and
16. Recorded Activity and Use Limitations (AULs) associated with the property.
Questionnaire Completed by:
Name:
Title:
Company:
Date:
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
ATTACHMENT C
TERMS AND CONDITIONS
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
1/12
TERMS AND CONDITIONS FOR SINGLE PROJECT SERVICES AGREEMENT
Proposal by Ramboll Americas Engineering Solutions, Inc. (“Ramboll”)
to City of Oshkosh (“Client”)
These terms and conditions shall govern and be a part of the proposal issued by Ramboll to Client (the
“Proposal”) along with any exhibits attached thereto, which, when executed by the parties, shall constitute
the sole and complete agreement between the parties with respect to the subject matter of the Proposal,
excluding all standard business forms and other oral or written materials (the “Agreement”).
Section 1. The Services
1.1 Scope of Services; Schedule: Subject to the terms and conditions set forth in the Proposal and
in the Agreement, Ramboll will perform the scope of services as explicitly set forth in the
Proposal (the “Services”). There are no implied Services. The scope of Services or the proposed
schedule set forth in the Proposal may not be altered by the Client in any way, unless and until a
Ramboll representative has approved such alteration in writing. Ramboll will use reasonable
commercial efforts to complete the Services within the time frame stated in the Proposal.
Ramboll may utilize employees from any of its affiliates in order to perform the Services. Client
represents and warrants that it has full right and authority to have the Services performed, and
that it has obtained all necessary licenses and approvals for the Service to be performed.
1.2 Termination: The Agreement may be terminated by either party: (a) upon thirty (30) days
prior written notice to the other; or (b) effective immediately upon written notice to the other
party if such other party declares itself insolvent, files an action in bankruptcy or becomes the
subject of involuntary bankruptcy proceedings, or fails to perform any of its obligations
hereunder or otherwise breaches the Agreement and does not remedy such failure or breach
within fourteen (14) days after written notice thereof. Client shall pay Ramboll for all Services
performed and expenses incurred prior to termination, plus reasonable termination charges such
as charges for third party cancellation and for demobilization (including leaving the site in a safe
condition and the site and project files in good order) plus, in the event of termination by
Ramboll under subsection (b), damages under applicable law. Client’s obligations under the
Agreement shall survive termination of the Agreement and/or completion of the Services
hereunder.
1.3 Additional Cost or Delay. Ramboll and its affiliates shall not be responsible or liable for any
additional cost to perform Services or other damages resulting from: (a) the lack or insufficiency
of performance by any person or entity not selected by, engaged by, and responsible to Ramboll,
(b) changes, delays or additional Services not necessitated by the acts or omissions of Ramboll,
(c) delay in response to requests, applications or reviews by Client or third parties, or
(d) damage to underground utilities or structures not accurately located on plans, maps or
figures furnished to Ramboll.
1.4 Reporting Requirements: Client may be required under federal, state, provincial or local
statutes, laws, ordinances, codes, rules, orders or regulations (“Laws”) to report the results of
the Services to appropriate regulatory agencies. Ramboll is not responsible for advising Client
about Client reporting obligations and Client agrees that Client shall be responsible for all
reporting, except as specifically stated in Ramboll’s Proposal as part of scope of work. To the
extent Ramboll has an independent duty to report, it will endeavor to provide Client with
advance notice.
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
SINGLE PROJECT SERVICES AGREEMENT
TERMS AND CONDITIONS
2/12
1.5 Force Majeure: Ramboll and its affiliates shall not be liable in any way because of any delay or
failure in performance due to circumstances or causes beyond its control, which shall be deemed
to include without limitation strike, lockout, embargo, epidemic, pandemic, or other outbreak of
disease, quarantine restrictions, riot, war, act of terrorism, cyber-attack, flood, fire, act of God,
act of the federal or state government, accident, failure or breakdown of components necessary
to order completion, Client, subcontractor or supplier delay or non-performance, inability to
obtain or shortages in labor, materials, protective gear, other supplies or manufacturing
facilities, compliance with any Law, or circumstances or conditions which in the discretion of
Ramboll may pose a material risk to the health or safety of the employees of Ramboll, its
affiliates or subcontractors. In any such event, Ramboll is entitled to equitable compensation
from Client for time expended and expenses incurred with respect to the project.
1.6 Scope Dependent Provisions: Certain provisions dependent on the scope of Services are set
forth in Exhibit A, attached hereto and incorporated herein.
Section 2. Fees and Charges
2.1 Fees: Client shall pay for all Ramboll time spent in performing the Services, including travelling,
at its then-standard rates for the type of Services (except to the extent otherwise stated in the
Proposal). Estimates of fees, recommendations and opinions are made on the basis of experience
and professional judgment; they are not guarantees. The Parties shall promptly agree to
equitable adjustments in the budget and schedule if any of the following will result in increased
fees or schedule delays in performing the Services: (a) Client requests changes to the scope or
extent of Services, (b) Ramboll encounters site conditions that differ from those specified in the
Proposal and are the basis for the scope of work or otherwise are unanticipated, (c) significant
changes in relevant Laws, or (d) delays or disruptions for reasons beyond Ramboll’s control.
2.2 Reimbursable Expenses: Client shall reimburse Ramboll for all project-related expenses
including, without limitation, the following: travel (including, without limitation, vehicle rental,
airfare or train fare), priority mail, and overnight delivery, outside reproduction and courier
services, which will be billed at cost, plus fifteen percent. Notwithstanding the foregoing, the use
of Ramboll owned cars, trucks and vans will be charged at $125.00 per day; the use of
equipment and protective clothing will be billed in accordance with Ramboll standard practice;
and the cost of project-related communications, to include in-house telephone, facsimile,
postage, and reproduction, computers, data compilation, and Computer Aided Design and
Drafting (“CADD”) will be charged at six percent of total labor charges.
2.3 Taxes: Client shall pay or reimburse Ramboll for (a) all sales taxes, use taxes, value added
taxes, duties, levies, and similar taxes or impositions imposed by any taxing jurisdiction relating
to the provision of the Services, and (b) to the extent that Services are performed in a country
where Ramboll has no permanent establishment, all withholding taxes or similar impositions
imposed by any taxing jurisdiction on the provision of the Services.
2.4 Invoicing: Ramboll will invoice Client on a monthly basis using its standard invoice format. This
format provides for a general description of work performed and a summary of professional fees,
expenses, and other charges covered therein. For more detailed invoicing requests, Client shall
pay for invoice preparation time by staff members.
2.5 Payment: Client shall pay each invoice in cash within thirty (30) days after the invoice date.
Client shall pay late charges at the rate of 1.5 percent per month or the maximum percentage
allowed by Law, whichever is less, for any amounts not paid within thirty (30) days of the invoice
date. Ramboll has the right to stop work for, withhold work product from, and/or terminate the
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
SINGLE PROJECT SERVICES AGREEMENT
TERMS AND CONDITIONS
3/12
Agreement or any Services hereunder in accordance with Section 1.2 herein, and/or terminate
any other engagement with Client, if any invoice to Client remains unpaid for more than thirty
(30) days past the invoice date. Client shall make timely payment without condition, setoff,
retainage, or contingency, including without limitation the closing of a transaction or obtaining
financing. If Ramboll determines that it is advisable/necessary to engage collection professionals
and/or commence collection proceedings (including, without limitation, by commencing formal
legal proceedings) to obtain payment on account of an unpaid invoice and Ramboll is the
substantially prevailing party in such proceedings, Client also shall pay Ramboll’s collection costs
and costs associated with any such proceedings, including, without limitation, arbitrator fees,
reasonable attorneys’ fees and a reasonable fee for the services of Ramboll’s internal resources
and its out-of-pocket expenses.
2.6 Currency Conversion: To the extent non-U.S. Ramboll affiliates provide Services, or costs are
incurred in currencies other than US dollars, currencies will be converted into US dollars at the
prevailing exchange rate(s) as at the end of the month during which Services have been
provided or costs have been incurred.
Section 3. Third Parties
3.1 Subcontractors: Except to the extent specifically agreed in writing by Ramboll, Client shall
directly contract/retain all other contractors whose services are required in connection with a
project (e.g., drillers, analytical laboratories, transporters). As a service to Client, Ramboll may
advise with respect to selecting such other contractors and may assist Client in coordinating and
monitoring their performance, but Ramboll is not responsible for such performance. Client shall
release, indemnify, defend and hold harmless Ramboll and its affiliates and subcontractors and
their respective directors, officers, employees and agents (collectively, the “Ramboll
Indemnitees”) from and against any and all allegations, claims, costs (including reasonable
attorney and expert fees), damages, demands, expenses, fines, judgments, liabilities, liens,
obligations, penalties, personal injury, property damage, suits and other losses of any nature
whatsoever (collectively “Losses”) relating in any way to work performed by any contractor
retained/contracted by Client. When, notwithstanding the foregoing, Ramboll contracts/retains a
subcontractor to perform a portion of the Services, all related expenses shall be billed to Client
as they are incurred, at cost plus 15 percent.
3.2 No Third-Party Reliance/Use: The Services including, without limitation, related
communications and deliverables/work product, and the contents of such communications and
deliverables/work product (collectively “Deliverables”), are solely for Client’s benefit and may not
be relied upon by or disclosed to any third party without Ramboll’s express written consent;
provided, however, Client may distribute or disclose the Deliverables to its professional advisors
or other parties involved in the underlying project or transaction, including disclosures to
governmental agencies or regulators, as applicable in connection with Ramboll’s Services, in
each instance on a non-reliance, informational only basis. In addition, Client shall not attribute
any statement to Ramboll without Ramboll’s express written consent. Ramboll shall be entitled to
injunctive relief preventing/prohibiting any disclosure or attribution prohibited hereunder, and
Client shall release, indemnify, defend and hold harmless the Ramboll Indemnitees from any and
all Losses arising from or related to such unauthorized disclosure or attribution.
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
SINGLE PROJECT SERVICES AGREEMENT
TERMS AND CONDITIONS
4/12
Section 4. Liabilities
4.1 Performance Standards:
a. In performing the Services, Ramboll agrees to exercise professional judgment, made on the
basis of the information available and to use the same degree of care and skill ordinarily
exercised in similar circumstances by reputable consultants performing comparable services in
the same geographic area as of the time the Services are rendered, and not according to earlier
or later standards. Client acknowledges that scientific, medical, and health and safety knowledge
and expertise is always evolving, and that Ramboll’s work, conclusions and opinions cannot fully
anticipate or take into account changes in knowledge or expertise that develop after the Services
are performed. A difference of opinion on a question of professional judgment shall not excuse
Client from paying when due for Services rendered.
b. Ramboll makes no guarantee that the Services shall meet any particular specification or result
except as specifically stated in the description of Services and then subject to all qualifications,
assumptions, changes of condition and correctness of information given to Ramboll.
c. Ramboll represents that: (i) it shall comply with all Laws which apply to Ramboll in the
performance of the Agreement ; (ii) it shall obtain and maintain all permits or licenses which it is
required to obtain in order for it to perform the Services; and (iii) to the best knowledge of
Ramboll, without inquiry or investigation, the Services and work product provided by Ramboll
will not violate or infringe any third party’s patents, trade secrets, trademarks, or other
proprietary rights.
d. Other than the representations specifically set forth above in this section, RAMBOLL AND ITS
AFFILIATES MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING THOSE OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR
PURPOSE, OR MERCHANTABILITY OF ANY PRODUCTS, OR AS TO ANY OTHER MATTER, and the
representations set forth above shall supersede any oral or written warranties or representations
made or implied by Ramboll or any of Ramboll’s affiliates or their employees or representatives
or in any of Ramboll’s brochures, manuals, catalogs, literature or other materials.
e. The Services and all deliverables are rendered based on the specific circumstances and
conditions described in the Proposal and are intended for use by the Client only in connection
with the purpose set forth in the Proposal. Ramboll disclaims all warranties relating to any other
use and Client shall indemnify, defend and hold harmless the Ramboll Indemnities against any
and all Loss relating to such other use.
4.2 Insurance: Ramboll shall maintain the following insurance coverage while it performs the
services: (a) statutory Workers Compensation and Employer’s Liability Coverage; (b) General
Liability for bodily injury and property damage of $1,000,000 aggregate; (c) Automobile Liability
with $1,000,000 combined single limit; and (d) Professional Liability and Contractor’s Pollution
Liability with a combined single limit of $1,000,000 per claim and in the aggregate. If Client
desires additional insurance coverage types or amounts that Ramboll does not carry or special
endorsements that Ramboll does not have in its policies, all premiums associated with obtaining
those coverages or endorsements shall be promptly reimbursed by Client. At Client’s direction,
Ramboll will provide Client with a certificate of insurance and Ramboll will add Client and project
site owner(s) and/or tenants (if Ramboll will be working on property(s) not owned by Client) and
any related or affiliated persons or parties as an additional insured on Ramboll’s General Liability,
Auto Liability and Pollution Liability policies.
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
SINGLE PROJECT SERVICES AGREEMENT
TERMS AND CONDITIONS
5/12
4.3 Indemnities:
a. Ramboll shall release, indemnify, defend and hold harmless Client and its affiliates and their
directors, officers, employees and agents from and against any and all Losses arising out of or
relating to the Agreement or the Services to the extent of such Losses that a court or other
tribunal of competent jurisdiction finds and concludes, in a final and non-appealable order or
judgment, directly resulted from Ramboll’s material breach of the Agreement, gross negligence
or intentional misconduct. Other than as set forth in the preceding sentence, Client shall be
solely responsible for and shall release, indemnify, defend and hold harmless the Ramboll
Indemnitees from and against any and all Losses the Ramboll Indemnitees suffer or incur as a
result of, or are in any way related to, the Agreement or the Services or a Ramboll Indemnitee’s
presence on a site for the purpose of performing Services.
b. An indemnified party hereunder (“Indemnitee”) will give prompt notice of any indemnified claim
to the indemnifying party (“Indemnitor”). The Indemnitee shall have the right to participate in
the defense of any claim against it with counsel selected by it, subject to the Indemnitor’s right
to control the defense thereof. The fees and disbursements of such counsel shall be at the
expense of such Indemnitee, provided, that if in the reasonable opinion of counsel to such
Indemnitee, there exists a conflict of interest between the Indemnitor and such Indemnitee that
cannot be waived, such Indemnitee shall have the right to control defense of the Claim against
it, and the Indemnitor shall be liable for the fees and expenses of counsel to such Indemnitee in
each jurisdiction for which such Indemnitee determines counsel is required.
c. The Indemnitees and Indemnitor shall cooperate with each other in all reasonable respects in
connection with the defense of any claim, including making available records relating to such
claim and furnishing to the defending party, management employees of the non-defending party
as may be reasonably necessary for the preparation of the defense of such claim. Such
cooperation furnished by the Indemnitees shall be paid for on the basis provided for in the
Agreement.
4.4 Limitation of Liability: Notwithstanding anything to the contrary set forth in the Agreement:
a. Under no circumstances shall either party be liable to the other for any type of damages other
than direct damages (including loss of profits, loss of opportunity, loss of business, loss of
goodwill, or indirect, consequential, special, or punitive damages), even if such party has been
advised of the possibility of such damages, or for damages caused by the other party’s failure to
perform its obligations under Law or contract; and
b. In no event shall the aggregate liability of Ramboll and its affiliates in connection with the
Agreement or the Services exceed the an amount equal to three (3) times the amount actually
paid to Ramboll by Client for the Services, but in no event more than One Million Dollars
($1,000,000), and Client specifically releases Ramboll and its affiliates for any and all Losses in
excess of that amount. Ramboll and its affiliates shall have no liability in connection with the
Services, whether in contract, in tort, in negligence, breach of statutory duty or otherwise unless
it receives a claim in writing before the first anniversary of completion of the Services.
Section 5. Information
5.1 Confidentiality:
a. The parties hereto each contemplate that, in connection with the Services and to facilitate
performance of their respective obligations hereunder, it may be necessary to provide the other
(the “Receiving Party”) with information that disclosing party (the “Disclosing Party”) considers
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
SINGLE PROJECT SERVICES AGREEMENT
TERMS AND CONDITIONS
6/12
to be confidential information. Information received from a Disclosing Party (or from one acting
on its behalf) that the Disclosing Party identifies as confidential, or that, by its nature clearly
should be treated as confidential hereunder (collectively “Confidential Information”), shall be
maintained in confidence by the Receiving Party, which shall follow reasonable and prudent
practices to maintain the Confidential Information in confidence. Confidential Information shall
be used by the Receiving Party only for the purpose of and in connection with its performance
hereunder; provided that Ramboll also may use any information received or generated in
connection with the Services for the purpose of improving its products and services.
b. Confidential Information does not include information that (i) was lawfully known to the
Receiving Party before receipt from the Disclosing Party; (ii) is or becomes publicly available
through no fault of the Receiving Party; (iii) is lawfully received by the Receiving Party from a
third party without a duty of confidentiality; (iv) is independently developed by the Receiving
Party without use of Confidential Information; or (v) that counsel for the Receiving Party
determines is required to be disclosed by law (including, without limitation, in response to a
subpoena), provided that the party intending to make such required disclosure, to the extent
permissible and reasonably possible under the circumstances, shall endeavor promptly to notify
the Disclosing Party of such intended disclosure in order to provide to the Disclosing Party an
opportunity to seek a protective order or other remedy and/or take such other action it deems
necessary.
c. If Ramboll, its documents/records or its personnel are subpoenaed for production, for deposition
or other testimony, or for other legal process related to the Services (except in connection with
proceedings to resolve a dispute between Ramboll and Client related to the Services), Client
shall promptly pay Ramboll at its then current standard billing rates for the efforts of its
personnel in responding to such subpoena, and reimburse Ramboll for related out-of-pocket
expenses.
5.2 Data Privacy:
a. Each Party, as part of their contractual relationship and to perform their respective obligations
under the Agreement, will obtain and use, for administrative purposes only, the following
personal data about certain employees or other agents/representatives of the other Party or
third parties engaged by the other Party (“Engaged Third Parties”) who are working to fulfil the
Agreement:
i. Name;
ii. Name of employer (i.e. one of the Parties or an Engaged Third Party);
iii. Title; and
iv. Contact information, such as e-mail or phone number.
b. Each Party will collect and process such personal data as data controllers under, and otherwise in
compliance with, applicable data protection Laws, including Regulation (EU) 2016/679 of the
European Parliament and of the Council of 27 April 2016 on the protection of natural persons
with regard to the processing of personal data and on the free movement of such data and
repealing Directive 95/46/EC (the “GDPR”), where applicable.
c. Each Party further acknowledges and agrees:
i. That they are each responsible for ensuring a legal basis as required in applicable
data protection legislation for processing of personal data performed by each Party.
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
SINGLE PROJECT SERVICES AGREEMENT
TERMS AND CONDITIONS
7/12
Both Parties acknowledge and agree that they, for their own part, are responsible for
being able to document compliance with the data protection legislation towards
relevant data protection authorities.
ii. That they are responsible for ensuring the rights of the data subjects as set out in the
data protection legislation, including providing data subjects with required information
when personal data is collected from them. Both Parties have an obligation to assist
each other with ensuring that required information can be given to the data subjects.
Accordingly, each Party is responsible to inform its own employees, own clients or
own suppliers about the processing of their personal data, including any transfer to
another data controller.
iii. That they are individually responsible for handling any complaints received from data
subjects concerning violations of applicable data protection legislation for which a
Party is responsible. The Parties shall refer complaints to the other Party to the extent
a complaint concerns processing of personal data for which the other Party is
responsible.
iv. That each Party shall implement appropriate technical and organizational security
measures to protect the personal data against accidental or unlawful destruction, loss
or alteration and against unauthorized disclosure, abuse or other processing in
violation of the provisions laid down in the data protection legislation.
d. Furthermore, to the extent any Law requires or provides for the parties to enter into a more
detailed data protection agreement or similar agreements to more fully set forth, as
contemplated by such Law, their respective data privacy obligations vis-à-vis services under the
Agreement, or otherwise, the Parties each agree to act reasonably and in good faith in
negotiating and executing such agreements.
5.3 Intellectual Property: If Ramboll is required by the Agreement to deliver a particular final
written product to Client (the “Deliverable”), then, subject to section 3.2, the Client shall own
the Deliverable. To the extent there is any intellectual property included in the Deliverable, then,
subject to section 3.2, Ramboll hereby grants to Client a perpetual, irrevocable, nonexclusive,
royalty-free license to use such intellectual property solely as part of the Deliverable, and in
connection with the Client project for which the Services were provided. Ramboll retains all other
rights to its intellectual property. Client shall release, indemnify, defend and hold harmless the
Ramboll Indemnitees from and against any and all Losses relating to Client’s modification of or
excerpts from the Deliverable or use of the Deliverable other than in connection with the project
for which the Services were provided.
Section 6. Miscellaneous
6.1 Independent Contractor: Ramboll is acting as an independent contractor and shall retain
responsibility for and control over the means for performing the Services. Nothing in these
Terms and Conditions shall be construed to make Ramboll or any of its officers, employees or
agents, an employee or agent of Client.
6.2 Conflicts: Client recognizes and agrees that Ramboll and its affiliates may assist other clients in
matters that could be perceived as, or, in fact, may be adverse to the interests of Client,
including, without limitation, matters that relate to the same site or geographical area,
neighboring sites, the same acquisition opportunity or other issues in which Client may have an
interest. In each of those situations, Ramboll will take reasonable measures to maintain
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
SINGLE PROJECT SERVICES AGREEMENT
TERMS AND CONDITIONS
8/12
separation between/among affected engagements, including, for example, by establishing a
separate team for each client and implementing reasonable ethical screens between/among
them.
6.3 Non-solicitation: During the performance of the Services and for 12 months thereafter, Client
will not solicit for employment, or hire as an employee or contractor, any personnel of Ramboll
or its affiliates, without first obtaining the written consent of a corporate officer of Ramboll.
6.4 Assignments: Neither party shall assign its rights and obligations under the Agreement or
without the prior written consent of the other party, except in connection with a sale of
substantially all of the assets of such party; provided that, Ramboll may subcontract or delegate
Services or assign the Agreement to an affiliate without prior written consent of Client.
6.5 Severability: The Agreement shall be enforced to the fullest extent permitted by Law. If any
provision of the Agreement is found to be invalid or unenforceable the provision shall be
construed and applied in a way that comes as close as possible to expressing the intention of the
parties with regard to the provisions and that saves the validity and enforceability of the
provision.
6.6 Disputes:
a. The Agreement shall be governed by the Laws of the state of New Jersey, without regard to its
conflict of laws rules. Any dispute or controversy relating to the Agreement that is not resolved
amicably shall be resolved by binding arbitration under the Commercial Arbitration Rules of the
American Arbitration Association, and judgment on a decision or award rendered by the
arbitrator(s) may be entered in any court of competent subject matter jurisdiction sitting in the
State of New Jersey. Unless otherwise agreed to by the Parties, (i) the arbitration proceedings
shall be presided over by a single arbitrator, unless the amount in controversy exceeds
$500,000.00, in which case, the number of arbitrators shall be three, one appointed by each
Party and the third appointed by mutual agreement of the other two and (ii) any and all
depositions, oral argument, hearings, or similar personal appearances shall take place in the
State of New Jersey, or, at Ramboll’s election in its sole discretion, in the U.S. state in which the
Services primarily are provided. Any decision or award by the arbitrator(s) shall be final and
binding, and, except in the case of fraud or gross misconduct by the arbitrator(s), no decision or
award rendered by the arbitrator(s) shall be appealable. Subject to Section 2.5 above, the
arbitrator(s) shall have discretion to designate one of the Parties as the prevailing party and to
require the other Party to reimburse such prevailing party for all or a portion of the costs and
fees incurred in such arbitration, including arbitrators’ fees, administrative fees, attorney’s fees,
and other reasonable out-of-pocket costs. The arbitration proceedings and arbitration award
shall be maintained by the Parties and arbitrator(s) as strictly confidential, except as is otherwise
required by Law, an order from a court or other tribunal of competent jurisdiction, or as is
necessary to confirm, vacate, or enforce any arbitral award and for disclosure in confidence to
the Parties’ respective auditors, attorneys, insurers, tax advisors and similar professionals who
themselves agree to maintain confidentially in accordance with this subparagraph.
b. Neither Party shall be subjected to the foregoing arbitration requirement in the event of an
alleged, actual, or threated breach of an obligation under Sections 3.2, 5.1 or 5.3 above, or that
otherwise is reasonably likely to result in irreparable harm to that Party absent immediate
injunctive relief. In such event, the Party immediately may pursue by civil action in and obtain
from any court of competent subject matter jurisdiction sitting in the State of New Jersey, or, at
Ramboll’s election in its sole discretion, in the U.S. state in which the subject products/services
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
SINGLE PROJECT SERVICES AGREEMENT
TERMS AND CONDITIONS
9/12
primarily are provided, injunctive and other equitable relief to remedy any such breach or
threatened breach, which remedy(ies) shall not be exclusive, but, rather, shall be in addition to
all other remedies and rights available at law, in equity, or otherwise. The prevailing party in any
such civil action shall be awarded its costs and fees incurred in such civil action, including
attorney’s fees and other reasonable out-of-pocket costs.
c. Ramboll also shall not be subjected to the foregoing arbitration requirement in an action strictly
to collect unpaid invoices not exceeding $50,000.00 and/or to foreclose upon or otherwise
enforce any lien. In such event, Ramboll may pursue its fee claim in any court of competent
subject matter jurisdiction sitting in the State of New Jersey, or, at Ramboll’s election in its sole
discretion, in the U.S. state in which the subject products/services primarily are provided.
6.7 Anti-Corruption & Sanctions:
a. At all times in connection with and throughout the course of the Agreement, the Parties will
comply with and will take reasonable measures to ensure that their employees, subcontractors,
and agents will comply with all applicable laws, rules, regulations and orders of any applicable
jurisdiction, relating to corruption and bribery, e.g., under the US Foreign Corrupt Practices Act
and UK Bribery Act.
b. The Parties will comply with and will take reasonable measures to ensure that their employees,
subcontractors, agents and other third parties will comply with all applicable laws, rules
regulations and orders of any applicable jurisdiction, relating to sanctions and export controls
(including trade or financial sanctions under the laws and regulations of the United Nations, the
United States, the European Union and its Member States, the United Kingdom or any other
jurisdiction that is applicable to the Services). Each Party further warrants, with respect to that
Party and its affiliates, and also that Party’s and its affiliates’ directors, executive officers,
shareholders, and any person having a controlling interest in any such entity, that no such
parties or persons are (i) designated on the U.S. Department of the Treasury, Office of Foreign
Assets Control’s List of Specially Designated Nationals and Other Blocked Persons and
Consolidated Sanctions List, the U.S. State Department's Non-proliferation Sanctions Lists, the
UN Financial Sanctions Lists, the EU's Consolidated List of Persons, Groups and Entities Subject
to EU Financial Sanctions, and the UK HM Treasury Consolidated Lists of Financial Sanctions
Targets; or (ii) directly or indirectly owned or controlled by such persons (any person or entity
qualifying under (i) or (ii) is referred to herein as a “Restricted Person”).
c. The Parties further agree that the Parties shall notify each other in writing immediately if (i) they
are charged or convicted by a court of law for bribery or corruption; or (ii) a Party or any of its
directors, executive officers, shareholders or any person having a controlling interest in that Party
becomes a Restricted Person or becomes directly or indirectly owned or controlled by one or
more Restricted Persons.
d. Without prejudice to other termination rights under this Agreement, either Party may terminate
the Agreement immediately if the other Party or any of its directors, executive officers,
shareholders or any person having a controlling interest in the other Party becomes a Restricted
Person or becomes directly or indirectly owned or controlled by one or more Restricted Persons.
6.8 Trade Restrictions: Ramboll will not provide development, design, manufacture, assembly,
testing, maintenance, repairs, instruction, advice, training, transmission of know-how, or
consulting services in relation to projects involving items that are subject to applicable legal
trade restrictions including restrictions on items that originated in Russia or Belarus or that have
been exported from Russia or Belarus (as such restrictions are amended from time to time). The
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
SINGLE PROJECT SERVICES AGREEMENT
TERMS AND CONDITIONS
10/12
Client therefore represents and warrants that the project will not require Ramboll to provide any
of the services set out above, or any other technical services, in relation to these items. Ramboll
may terminate the agreement immediately on written notice if Ramboll has cause to suspect that
the project may involve any services relating to any of the above items. The Client shall
indemnify Ramboll against all liabilities, costs, expenses, damages and losses (including but not
limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all
interest, penalties and legal costs and all other professional costs and expenses) suffered or
incurred by Ramboll arising out of a breach of this warranty and/or a termination by Ramboll. In
such circumstances Ramboll shall be entitled to invoice the Client, and to be paid, in respect of
all work carried out and all expenses incurred by Ramboll up to and including the date of notice
of termination. Moreover, in such circumstances Ramboll has no liability towards the Client.
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
SINGLE PROJECT SERVICES AGREEMENT
TERMS AND CONDITIONS
11/12
EXHIBIT A
SCOPE DEPENDENT PROVISIONS
Each of the following provisions shall apply and be part of the Agreement to the extent it is relevant to the
scope of Services being performed:
1. Authority, Access and Site Information: Client shall grant or obtain for Ramboll reasonable
access, at Client’s sole cost, to any sites (including adjacent sites) to be investigated as part of
Ramboll’s scope of work, free from interference by third parties. Client shall also specify and describe
to Ramboll in writing (a) the boundary lines of the site(s), (b) the location of any underground
materials or structures, including tanks, piping, water, telephone, electric, gas, sewer, and other
utility lines, (c) all hazardous site conditions or hazardous materials, including providing copies of
relevant Safety Data Sheets, and (d) all other information necessary or desirable to allow Ramboll to
perform the Services. Ramboll shall have no liability relating to the foregoing matters except to the
extent specifically included in Ramboll’s scope of work; provided that, Client shall be responsible for
any personal injury or property damage or other Loss caused by incomplete or inaccurate
information provided by the Client or any other party.
2. Management of Pre-existing Materials:
a. Client recognizes that there may be pre-existing conditions, contamination, substances, wastes
or materials, hazardous or otherwise (“Pre-existing Materials”) at sites to be entered as part of
the Services and acknowledges that Ramboll has neither created nor contributed to the existence
of any Pre-existing Materials. Client also acknowledges that some investigative procedures may
carry the risk of release or dispersal of Pre-existing Materials, even when exercising due care,
and Client hereby waives any claim with respect thereto except to the extent of damages caused
by Ramboll’s gross negligence or willful misconduct.
b. Client and not Ramboll shall be responsible for complying with all Laws in connection with
transportation, treatment, disposal and management of Pre-existing Materials. If Client and
Ramboll execute a Proposal for assistance in meeting such obligations, (i) Client shall make the
final selection of and take full responsibility for both the transporter and disposal facility,
(ii) Ramboll shall not be deemed to be an operator, generator or party who arranges for
transportation, treatment or disposal, and (iii) Client shall release, indemnify, defend and hold
harmless the Ramboll Indemnitees from and against any and all Losses relating to a claim or
allegation that Ramboll has any obligation or responsibility referred to in this Section.
c. To the extent that any term used above in this Section is defined in one or more applicable Laws,
such term as used herein shall have the broadest definition stated herein or in any such Law.
3. Environmental Professionals: Ramboll employees may serve as Environmental Professionals
under various state or Federal programs, which may include rendering opinions about site
assessments or remediation programs or outcomes and/or which may have Ramboll employees
assuming quasi-regulatory roles. In carrying out these functions for Client, the Environmental
Professional will select the investigations, data collection activities, remediation or other services
which, in the Environmental Professional's judgment are appropriate under applicable statutes and
regulations, to establish a basis for the Environmental Professional's opinions. Client acknowledges
that, under certain state or federal programs, the Environmental Professionals may have an
independent duty to report site conditions or other information to a regulatory agency and Client
agrees that the Environmental Professional may make such disclosures as are required by Law
without violating any confidentiality obligations under the Agreement, provided that the
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855
SINGLE PROJECT SERVICES AGREEMENT
TERMS AND CONDITIONS
12/12
Environmental Professional gives the Client notice before (or if circumstances do not reasonably
allow concurrently with) notifying the regulatory agency. Client also acknowledges that a federal,
state or local agency may review, comment and/or audit Ramboll's services and may require
additional site activities, even though Ramboll and its Environmental Professionals have each
performed its services in accordance with the standard of care set forth in this Section 4.1 of the
Agreement (the “Performance Standards” section). Client agrees to compensate Ramboll for services
performed in response to such an audit at Ramboll's billing rates then in effect.
4. Laboratory Services: Ramboll will conduct toxicology tests as prescribed in standard industry
methodology, which includes test acceptability requirements. From time to time the quantity or
quality of test organisms cannot be obtained. Ramboll will notify Client when this occurs and suggest
delaying the testing until such organisms become available. Ramboll will conduct the tests at Client’s
request but Ramboll will not be responsible for any test failures that might occur under those
circumstances.
5. Engagement by Law Firms: If the Agreement is being executed by a law firm on behalf of its
client, the firm represents that the client has reviewed the Agreement and both the firm and the
client are bound by all limitations on liability and other provisions of the Agreement; provided that,
the client and not the firm will have the obligation to pay Ramboll’s fees and costs.
Docusign Envelope ID: 62AA10B9-BCF8-4132-90E6-D6353EB4B855