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<br /> •�' W70NTGOIOA�WY 101/AT50101 CLIENT NO.
<br /> This MASTER SER�ICES AGREEMENT(the"Agreement")is entered into this lst day of November 199 6 by and between
<br /> MONTGOMERY WATSON AMERICAS, INC., a Califomia corporation (hereinafter "MONTGOMERY WATSON") and
<br /> Borg-Warner Automotive.Inc.. City of Decatur.Mueller Company.and Zexel USA Corporation.collectively. (hereinafter ,
<br /> "CLIENTS") I
<br /> In consideration of the muwal covenants and agreements contained (c)MONTGOMERY WATSON reserves the right,upon thirty(30) ��
<br /> herein,the parties agree as follows: days prior written notice,to increase its Client Rate Schedule(the ,
<br /> "rate schedule")on or about January 1,of each yeaz.
<br /> 1. SCOPE OF SERVICE I�
<br /> (d)Promptly upon request,CLIENTS shall pay MONTGOMERY
<br /> The work(the "Services" ) to be performed by MONTGOMERY WATSON any excise, value added (VA'1�, sales, service, gross
<br /> WATSON for CLIENTS shall be as described in the Proposal for receipts or other tax (other than MONTGOMERY WATSON's
<br /> Remedial Investigation,Feasibility Study and Source Invesdgation, income taxes)now or hereafter levied on or resulting from amounts
<br /> February 1996,as amended May 31, 1996,hereby incorporated in payable or Services rendered under this Agreement, whether
<br /> this Agreement by reference as a part hereof. The services shall also presendy andcipated or unanticipated.
<br /> be described and authorized from dme to time by a Work Order
<br /> executed by MON'TGOMERY WATSON and CLIENTS in the form (e) If reasonably possible, all udlides used in the Project shall be
<br /> of Attachment A. Each Work Order shall identify the project where separately metered and billed to MONTGOMERY WATSON and
<br /> the Services are to be performed(the"Project")and shall designate shall be included on its invoices. Utilides that cannot be separately
<br /> the type of environmental services to be provided by metered shall be allocated and billed by the CLIENTS to
<br /> MONTGOMERY WATSON as "Construction Services" and/or MONTGOMERY WATSON and shall be included on its invoices.
<br /> "Environmental Services" The Work Orders shall be sequen6ally
<br /> numbered and are incorporated in this Agreement by reference as a (�MONTiGOMERY WATSON's Compensation shall be invoiced
<br /> part hereof. Each Work Order shall be prepared by monthly or upon compledon of Services,whichever occurs earlier.
<br /> MONTGOMERY WATSON and executed by CLIENTS before the Payment of invoices is due upon receipt. A one and one-half
<br /> Services on the Project are commenced. All Services authorized by percent ( 1 1/2%) per month service charge shall be added to all
<br /> Work Order(s)referencing this Agreement shall be governed by the accounts which are not paid by CLIENTS within forty-five (45)
<br /> terms of this Agreement except as otherwise provided in the days after the date of the invoice.
<br /> applicable Work Order.
<br /> (g)All payments shall be remitted to MONTGOMERY WATSON
<br /> 2. COMPENSATION FOR SERVICES as specified in the invoice.
<br /> (a) MONTGOMERY WATSON shall be compensated for Services 3. CHANGES IN SERVICES
<br /> ("MONTGOMERY WATSON's Compensation")in accordance with
<br /> the provisions of this Agreement and each individual Work Order. Q.IIIV"I'S or MON'TGOMERY WATSON may,from time to time,
<br /> ANY WORK ORDER BUDGET OR OTHER ESTIl�IATE OF request modifications or changes in the scope of Services to be
<br /> COMPENSATTON FOR MONTGOMERY WATSON'S SERVICES performed under ttus Agreement and any Work Order, including
<br /> PRESENTED IN ANY WORK ORDER OR MONTGOMERY but not limited to changes required by new or revised federal and
<br /> WATSON PROPOSAL IS PROVIDED FOR BUDGETING state common laws and statues or federal, state or local codes,
<br /> PURPOSES ONLY AND IS NOT A FIXED OR MA3�MUM ordeis,standards,regulations or ordinances(collectively,the"Law"
<br /> PRICE UNLFSS EXPRFSSLY STATED IN TI�WORK ORDER. or"Laws"). In the event changes affect the scope of the Services to
<br /> MONTGOMERY WATSON shall be compensated for all work be performed by MONTGOMERY WATSON,MONTGOMERY
<br /> performed and costs incurred to complete the Services,regardless of WATSON's Compensadon shall be adjusted. All changes shall be
<br /> whether they are less or greater than the Work Order budget or cost set forth in a written Change Order executed by the parties.
<br /> estimate, except as expressly provided to the contrary in the
<br /> applicable Work Order. MONTGOMERY WATSON shall advise 4. FORCE MAJEURE
<br /> CLIENTS promptly if and when it becomes apparent to
<br /> MONTC'�OMERY WATSON that the cost of sadsfactory compledon Neither CLIENTS nor MONTGOMERY WATSON shall hold the
<br /> of the Services will materially exceed the Work Order budget or other responsible for damages or delays in performance caused by
<br /> other written compensation estimate,if any. Force Majeure or other events beyond the control of the other party
<br /> and which could not reasonably have been anticipated or prevented.
<br /> (b) MONTGOMERY WATSON shall establish and maintain Force Majeure shall include,but not be limited to,unusually severe
<br /> sepazate cost accounting records for the City Property and for the weather, floods, epidemics, war, riot, strikes, lockouts and other
<br /> Carveout Area and shall submit separate invoices for the City industrial disturbances,unanticipated site conditions,acts of God,
<br /> Property and Carveout Area. exercise of police power,condemnadon or eminent domain. If such
<br /> an event occurs,then upon request the parties shall attempt in good
<br /> faith to agree on the terms on which the Services may be condnued,
<br />
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