UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT
For the quarter ended December 31, 1999
Filed Pursuant to Rule 58 of the Public Utility Holding Company
Act of 1935
ALLIANT ENERGY CORPORATION
222 West Washington Avenue
Madison, Wisconsin 53703
608-252-3311
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<PAGE>
ALLIANT ENERGY CORPORATION
FORM U-9C-3
For the Quarter Ended December 31, 1999
CONTENTS
Page
----
CONTENTS 2
ITEM 1 - Organization Chart 3
ITEM 2 - Issuances and Renewals of Securities and Capital Contributions 3
ITEM 3 - Associate Transactions 3
ITEM 4 - Summary of Aggregate Investment 4
ITEM 5 - Other Investments 5
ITEM 6 - Financial Statements and Exhibits 5
SIGNATURES 6
EXHIBIT A 6
EXHIBIT B-6 7
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ITEM 1 - ORGANIZATION CHART
Omitted for the fourth quarter pursuant to instructions for "Item 1."
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Principal
Company Type of Amount of
Issuing Security Security Person to
Security Issued (in thousands) Whom Security was Issued
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ReGENco, LLC Class A Units $1,083 Heartland Energy Services, Inc. (1)
Williams Bulk Transfer Inc. Money pool borrowings $1,380 Alliant Energy Resources, Inc. (1)
IEI Barge Services, Inc. Money pool borrowings $49 Alliant Energy Resources, Inc. (1)
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Associate company.
ITEM 3 - ASSOCIATE TRANSACTIONS
For the Quarter Ended December 31, 1999
<TABLE>
<CAPTION>
Part I -- Transactions performed by reporting companies on behalf of associate companies
- ----------------------------------------------------------------------------------------------------------------------------------
Reporting Associate Direct Indirect Total
Company Company Types of Costs Costs Cost of Amount
Rendering Receiving Services Charged Charged Capital Billed
Services Services Rendered (in thousands) (in (in (in
thousands) thousands) thousands)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cedar Rapids and Iowa IES Utilities Inc. Coal transportation $508 $- $- $508
City Railway Co.
Cedar Rapids and Iowa Transfer Services Inc. Building lease 1 - - 1
City Railway Co.
IEI Barge Services, Inc. IES Utilities Inc. Coal sales / 694 - - 694
handling
IEI Barge Services, Inc. Wisconsin Power and Coal handling 111 - - 111
Light Co.
RMT, Inc. Wisconsin Power and Environmental 136 - - 136
Light Co. consulting
RMT, Inc. Industrial Energy Environmental 8 - - 8
Applications, Inc. consulting
RMT, Inc. IES Utilities Inc. Environmental 37 - - 37
consulting
Williams Bulk Transfer, Cargill-Alliant LLC Coal handling 78 - - 78
Inc.
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</TABLE>
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<PAGE>
Part II -- Transactions performed by associate companies on behalf of
reporting companies
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Associate Reporting Direct Indirect Total
Company Company Types of Costs Costs Cost of Amount
Rendering Receiving Services Charged Charged Capital Billed
Services Services Rendered (in thousands) (in (in (in
thousands) thousands) thousands)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
RMT, Inc. Industrial Energy Environmental $8 $- $- $8
Applications, Inc. consulting
Transfer Services Inc. Cedar Rapids and Iowa Trucking / 24 - - 24
City Railway Co. transloading
Whiting Petroleum Alliant Energy Industrial Gas marketing 83 - - 83
Corporation Services, Inc.
Whiting Petroleum Industrial Energy Gas marketing 6 - - 6
Corporation Applications, Inc.
Williams Bulk Cargill-Alliant L.L.C. Coal handling 78 - - 78
Transfer, Inc.
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</TABLE>
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
(Dollars in thousands)
Investments in energy-related companies:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Total consolidated capitalization as of December 31, 1999 (a) $4,290,582 Line 1
- ----------------------------------------------------------------------------------------------------------------------
Total capitalization multiplied by 15% (Line 1 multiplied by 0.15) 643,587 Line 2
- ----------------------------------------------------------------------------------------------------------------------
Greater of $50 million or total capitalization multiplied by 15% (Line 2) 643,587 Line 3
- ----------------------------------------------------------------------------------------------------------------------
Total current aggregate investment subsequent to April 21, 1998 (categorized by
major line of energy-related business):
Energy-related business category 1 398
Energy-related business category 2 -
Energy-related business category 3 -
Energy-related business category 4 -
Energy-related business category 5 -
Energy-related business category 6 -
Energy-related business category 7 2,750
Energy-related business category 8 -
Energy-related business category 9 9,229
Energy-related business category 10 -
___________________________________
Total current aggregate investment 12,377 Line 4
- ----------------------------------------------------------------------------------------------------------------------
Difference between the greater of $50 million or 15% of capitalization and the
total aggregate investment of the registered holding company system
(Line 3 less Line 4) $631,210 Line 5
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</TABLE>
Investments in gas-related companies:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Total current aggregate investment (categorized by major line of
gas-related business):
<S> <C>
Gas-related business category 1 $-
Gas-related business category 2 -
Total current aggregate investment ______________________
$-
- -------------------------------------------------------------------------------------------------
</TABLE>
(a) Includes common equity, cumulative preferred stock of subsidiaries,
long-term debt, current maturities and sinking funds and short-term debt
(variable rate demand bonds, commercial paper and notes payable).
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<PAGE>
ITEM 5 - OTHER INVESTMENTS
(Dollars in thousands)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Other Other
Major Line Of Investment Investment
Energy-Related In Last In This Reason for Difference
Business U-9C-3 Report U-9C-3 Report In Other Investment
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Energy-related business category 1* $59,196 $49,341 In the fourth quarter of 1999, Industrial Energy
Applications, Inc. repaid $9,855 of its money pool
borrowings from Alliant Energy Resources, Inc.
Energy-related business category 5* $12,667 $8,289 In the fourth quarter of 1999, IEA-HES L.L.C.
distributed $4,378 to Industrial Energy
Applications, Inc. and Heartland Energy Group,
Inc. upon IEA-HES L.L.C.'s dissolution.
Energy-related business category 6* $2,569 $2,569 No change.
Energy-related business category 7* $10,902 $10,902 No change.
Energy-related business category 9* $23,212 $22,567 (a) In the fourth quarter of 1999, Oak Hill
Pipeline L.P. made a capital distribution of $198
to Industrial Energy Applications Delaware, Inc.
(b) In the fourth quarter of 1999, Cedar Rapids
and Iowa City Railway Company repaid $447 of its
money pool borrowings from Alliant Energy
Resources, Inc.
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Item 5 includes aggregate investments that were invested or committed
to be invested in energy-related companies, prior to the date Rule 58
was effective for Alliant Energy Corporation (April 21, 1998 - Date
Alliant Energy Corporation became a registered holding company), for
which there is recourse, directly or indirectly, to Alliant Energy
Corporation or any subsidiary thereof.
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
List all financial statements and exhibits filed as a part of this
report.
A. FINANCIAL STATEMENTS:
Omitted for the fourth quarter pursuant to instructions for "Item 6."
B. EXHIBITS:
1. Exhibit A - Certificate of Alliant Energy Corporation
2. Exhibit B-6 - Environmental services contract between Wisconsin
Power and Light Company and RMT, Inc. dated March 1, 1999. Copies of
other contracts (Exhibits B-1, B-2, B-3, B-4, B-5, B-7, B-8, B-9, B-10,
B-11 and B-12) required to be provided by Item 3 have been filed under
confidential treatment pursuant to Rule 104 (b).
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, Alliant Energy Corporation has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized on
the 30th day of March.
ALLIANT ENERGY CORPORATION
Registrant
By: /s/ Daniel A. Doyle Vice President - Chief Accounting
Daniel A. Doyle and Financial Planning Officer
Exhibit A
ALLIANT ENERGY CORPORATION
222 West Washington Avenue, Madison, Wisconsin 53703
CERTIFICATE
Pursuant to the requirements of Rule 58 of the Public Utility Holding
Company Act of 1935, the undersigned certifies that a conformed copy of
the quarterly report on Form U-9C-3 shall be filed with the interested
state commissions promptly after filing with the SEC. The names and
addresses of each state commission having jurisdiction over the retail
rates of the public utility companies that are associate companies of
any of the reporting companies are:
Iowa Utilities Board
350 Maple Street
Des Moines, Iowa 50319-0069
Illinois Commerce Commission
P.O. Box 19280
Springfield, Illinois 62794-9280
Minnesota Public Utilities Commission
121 7th Place E. Suite 350
St. Paul, MN 55101-2147
Public Service Commission of Wisconsin
610 North Whitney Way, P.O. Box 7854
Madison, Wisconsin 53707-7854
ALLIANT ENERGY CORPORATION
Registrant
By: /s/ Daniel A. Doyle Vice President - Chief Accounting
Daniel A. Doyle and Financial Planning Officer
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Exhibit B-6
Agreement Number - 990403
RMT INC. SERVICE AGREEMENT
This AGREEMENT made and entered into this 1st day of March, 1999, by and
between Wisconsin Power and Light Company, hereafter called "Company," a
Wisconsin public utility corporation having its principal offices at 222
W. Washington Avenue, Madison, Wisconsin, and RMT, Inc., a Wisconsin
Corporation, whose principal offices are located at 744 Heartland Trail,
P.O. Box 8923, Madison, Wisconsin 53708-8923, hereinafter called
"Consultant."
Purpose:
The purpose of this Agreement is to renumber Service Agreement
Number 930167 entered into on October 15, 1993, a copy of which is
attached hereto as Exhibit 1 and incorporated herein by reference.
In addition, Special Terms and Conditions are added, and Section 1,
Scope of Work, Exhibit A is amended to include Exhibits A-1 and A-2.
Special Terms and Conditions:
This Agreement renumbers Service Agreement Number 930167 and
becomes effective upon the date said Consultant signs it. The
Service Agreement will remain in effect until terminated by either
party's giving six months written notice unless otherwise
terminated in accordance with Section 2 of the Service Agreement.
1. Section 1, subparagraph 2 is changed to read, "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."
2. Section 1, subparagraph 6 is changed to read, "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."
3. Section 1, subparagraph 7 is added to read, "For construction
services provided by Consultant, the Construction Management
Supplement set forth on Exhibit A-1 will apply. For operation and
maintenance services provided by the Consultant, the Operation and
Maintenance Supplement set forth on Exhibit A-2 will apply."
4. Exhibit A is amended to include Exhibit A-1, Construction
Management Supplement, and A-2, Operations and Maintenance
Supplement.
5. Exhibit "B" is replaced with the attached Exhibit B, which lists
RMT's Schedule of Charges for engineering services. Any negotiated
discounts to personnel charges and other charges will be detailed
in specific Work Authorizations.
6. In Section 3, Subsection 3.1 Basis of Payment and 3.2 Invoices and
Payments are added to read:
3.1 Basis for Payment
Payment for work performed under Work Authorization will be on a Fixed
Range Time and Materials, Fixed Price basis, or Fixed Rate - Time
and Materials, not to exceed, with performance bonus as defined
below.
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a. Time and Materials
Where the designated Basis for Payment is Time and Materials,
Company shall reimburse Consultant for its professional
Services and expenses as set forth in Exhibit B, Schedule of
Charges-Standard Rate.
b. Fixed Price
Where the Basis for Payment is Fixed Price, Company shall pay
Consultant the total set forth in the Work Authorization for
all personnel, materials, services, equipment, and facilities
necessary or incidental to the performance of the Services.
c. Time and Materials, not to exceed, with performance bonus
Where the designated basis for payment is Time and Materials
not to exceed with performance bonus, Company shall reimburse
Consultant for professional services and expenses, as set
forth in Exhibit B, to total set forth in the Work
Authorization. Payment shall be for personnel, materials,
services, equipment, and facilities necessary or incidental to
performance of services. A performance bonus will be applied
to Work Authorizations that are completed below the total
project amount set forth in the Work Authorization. The
performance bonus will be a percentage of the cost saving
recognized for an individual Work Authorization. The
percentage awarded to Consultant will be specified in specific
Work Authorizations.
3.2 Invoices and Payments
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.
a. Time and Materials
Where Basis for Payment is Time and Materials, the invoice
shall include a summary of actual hours worked by RMT.
Expenses incurred by RMT in the performance of the Work
Authorization shall be itemized separately.
b. Fixed Price
Where the Basis for Payment is Fixed Price, the invoice shall
be calculated as a percentage of the total project amount
based on percent completed.
c. Time and Materials, Not to Exceed, with Performance Incentive
Where the Basis of Payment is Time and Materials, not to
exceed, with performance incentive, the invoice shall include
a summary of actual hours worked by Consultant. Expenses
incurred by RMT in the performance of the Work Authorization
shall be itemized separately. The performance incentive will
be submitted with the last monthly invoice, if applicable.
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.
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All other terms and conditions of this Service Agreement will continue
in full force and effect.
In WITNESS WHEREOF, the parties hereto have executed this Service
Agreement, by their duly authorized agents.
RMT, INC. WISCONSIN POWER AND LIGHT COMPANY
/s/ Stephen P. Johannsen /s/ Pamela J. Wagner
- ------------------------ -----------------------
By: Stephen P. Johannsen By: Pamela J. Wagner
(print name)
Title: President Title: Executive Vice President-
Corporate Services
Date: 3/1/99 Date: 3-1-99
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<PAGE>
EXHIBIT A-1
CONSTRUCTION MANAGEMENT SUPPLEMENT
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 Agreement Between RMT, Inc. and Wisconsin Power &
Light Company (WP&L)("Company"), and dated March 1, 1985 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
-----------------------------------------------
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 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;
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(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 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;
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(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
--------------------------
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 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 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
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<PAGE>
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, storer, 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.
Effective Date of Supplement:________________________
Wisconsin Power & Light Company RMT, Inc.
By:____________________________ By:________________________________
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EXHIBIT A-2
OPERATIONS & MAINTENANCE SUPPLEMENT
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 between CONSULTANT and
COMPANY. 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
-----------------------------------------------------------
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 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;
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(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
----------------------------
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 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).
-15-
<PAGE>
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, storer, 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.
Effective Date of Supplement:________________________
COMPANY CONSULTANT, Inc.
By:_________________________ By: ___________________________
Title:___________________ Title: ____________________
-16-
<PAGE>
EXHIBIT B
SCHEDULE OF CHARGES - STANDARD RATE
January 1, 1997 - December 31, 1997
PERSONNEL CHARGES *
- -------------------
Senior Consultant..................................... $ 120-180/hour
Consultant, Project, and Technical Management......... $ 105-145/hour
Senior Project Technical.............................. $ 100-130/hour
Project Technical II.................................. $ 85-115/hour
Project Technical I................................... $ 75-105/hour
Staff Technical II.................................... $ 65-95/hour
Staff Technical I..................................... $ 55-85/hour
Senior Technician, Designer........................... $ 60-90/hour
Technician II......................................... $ 45-75/hour
Technician I.......................................... $ 40-70/hour
Field/O&M Technician.................................. $ 30-55/hour
Administration........................................ $ 30-55/hour
* Personnel include direct and contract employees
A percentage discount to personnel charges may be
negotiated on an individual project basis. Any discount
rate applied to personnel standard charges will be
specified in the individual Work Authorizations and will
be reflected on the affected invoices.
DISPUTE RESOLUTION SUPPORT: Services in support of disputes
- ---------------------------
(arbitration, litigation, etc.) involving client's information or
interests, such as responding to discovery requests and subpoenas, are
chargeable at the above rates.
Testimony rates (court, deposition, or hearing time) are 1.75 times the
above rates, with a minimum of 4 hours per day.
OTHER CHARGES
- -------------
<TABLE>
<CAPTION>
<S> <C>
Computer: CADD, Modeling Appl. & other computer service charges, per hr.................... $25.00
Equipment Use............................................................................... Std. Rate Sheet
Facsimile Transmission, per sheet........................................................... $2.00
Laboratory Analysis......................................................................... Std. Rate Sheet
Prints: Blueline, per square foot.......................................................... $0.15
Reproduction, per sheet..................................................................... $0.15
Sample Storage: Geotechnical and Soils Samples............................................. $10.00 /unit/first mo.
$1.00 /unit/mo. after
Vehicles: Car, per mile................................................................ $0.37
Field vehicles............................................................... $50.00/day
plus 0.35/mile
</TABLE>
Outside services, equipment, and facilities not furnished directly by
RMT, Inc., will be billed at cost plus 15%, and may include, but are
not limited to, the following:
Aerial photography and mapping Shipping
Meals and lodging Bonds required by project or client
Outside laboratory testing Special fees, permits, insurance, etc.
Printing and photographic reproduction Subcontractors to RMT, Inc.
Rental of equipment and vehicles Supplies
Sample disposal Telephone
Transportation on public carriers
A percentage discount may be negotiated on an
individual project basis from the RMT standard charges
(cost plus 15%) for all third party services,
equipment, and facilities. Any discount rate applied
will be specified in the individual Work Authorizations
and will be reflected on individual invoices.
Payment: Net thirty (30) days. Thereafter, one percent (1%) interest
per month on the unpaid balance will be charged.
-17-
<PAGE>
Alliant Services Company-Environmental Services Procurement Policy and
Procedure
Policy: It is the purpose of this policy and procedure to ensure that
environmental services provided to Wisconsin Power and Light, a
Wisconsin public utility, represent the most cost-effective and best
value for the utility, its customers and shareholders.
Procedure: At the initial stage of a project, the project manager shall
attempt to estimate whether follow-on work will be required. If the
project manager determines a strong likelihood of follow-on work, the
project manager will attempt to include the follow-on work in any
contract discussions with one or more environmental services providers.
In considering which environmental services firm to use for a particular
environmental issue involving Wisconsin Power and Light, consideration
shall be given to the following characteristics:
1. Price of the work, both initial stage and follow-on stage, if
applicable
2. Mechanisms to limit WPL's risk in completing the work, i.e. not to
exceed limits, shared cost savings if work comes in under budget,
discounts on hourly fees for follow-on phases of the work, agreement
to limit the number of hours, etc.
3. Experience of the company in the type of work being performed;
4. Experience of the company in environmental work generally;
5. Financial status of the company;
6. Client lists/references.
7. Recommendations from other environmental consultants
In projects involving new types of environmental work, significant
dollars or risk for Wisconsin Power and Light, the project manager will
seek bids from more than one environmental services provider, if
reasonably possible. If the project, including any follow-on phases, is
subject to bid by more than one environmental services provider, the
project manager will document the bids received and the reasons for
selection of the environmental services provider.
If it is not reasonably possible to bid the work, the project manager
must use other means at his/her disposal to determine that the services
are obtained in as cost-effective a manner as possible. Among other
things, the project manager may:
1) use a price estimated by an independent third party consultant for
this phase of the work,
2) do a market check of hourly rates for this type of work by
consulting with environmental services companies other than the
company under consideration;
3) may utilize published reports of other similar projects and project
costs;
4) may review previous bids submitted by the company under
consideration or other companies.
The project manager will document the means used to determine the
cost-effectiveness of the environmental service company selected. The
documentation will be part of the contract, and an additional copy will
be centrally filed within the Environmental Policy and Research
Department.
If the initial phase is not bid, the project manager will attempt to bid
the follow on phases if reasonably possible. If it is not reasonably
possible to bid the follow-on phases of any project, the project manager
must use the other means listed above to determine whether or not it is
cost -effective to continue the project using the same or a different
services provider. In making that determination, the project manager
will consider whether:
1) the company's experience in the initial phase will carry over into
the follow-on phases,
2) the company performing the initial phase services has experience in
the follow-on work;
3) the company's financial condition is such that it can bear the
risks associated with the follow-on work.
4) prices submitted by other companies for the work in the recent past
5) client references for the follow-on work
-18-
<PAGE>
In the event that the project manager selects the same company as
performed in the initial phase to perform the follow-on work solely on
the basis of that company's experience in the initial phase, the project
manager will make a good faith estimate of the number of hours and
hourly rate which would reasonably be expended by a second environmental
services company in obtaining the experience, and will take that amount
into consideration in determining the cost-effectiveness of the company
selected vs. other potential or actual bidders for the work. The
project manager must document this determination, and file it in the
manner described above.
-19-
<PAGE>
Agreement Number - 930167
EXHIBIT 1
AMENDMENT TO SERVICE AGREEMENT
This AGREEMENT made and entered into this 15th day of October, 1993, by
and between Wisconsin Power and Light Company (WPL), hereafter called
"Company", a Wisconsin public utility corporation having its principal
offices at 222 W. Washington Avenue, Madison, Wisconsin, and RMT, Inc.,
a Wisconsin Corporation, whose principal offices are located at
744 Heartland Trail, P.O. Box 8923, Madison, Wisconsin 53708-8923,
hereinafter called "Consultant", and represents an amendment to that
certain Service Agreement made and entered into on the March 31, 1988,
between and among WPL, Consultant, and other affiliated companies, a
copy of which is attached hereto as Exhibit "A" (the "Service
Agreement").
Purpose:
The purpose of this Amendment Agreement is to renumber Agreement 890042
entered into on April 14, 1988, a copy of which is attached hereto and
incorporated herein by reference. In addition Section 5 Work
Authorization is modified to include Purchase Order Releases.
Special Terms and Conditions:
This Agreement renumbers Agreement Number 890042 and becomes effective
upon the date said Consultant signs it. The agreement will remain in
effect until terminated by either party's giving six months notice
unless otherwise terminated in accordance with Section 2 of the
Agreement.
Section 1. Scope of Work subparagraph 4 change "Contract Administrator"
to read "Manager of Procurement".
Section 5. Work Authorization changed to read as follows:
Section 5. Work Authorizations or Purchase Order Releases:
- -----------------------------------------------------------
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.
-20-
<PAGE>
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 orally 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 orally offered and orally accepted the award of Emergency
Work.
All other terms and conditions of the Amendment to Service Amendment
Number 890042 will continue in full force.
In WITNESS WHEREOF, the parties hereto have executed this Agreement, by
their duly authorized agents.
RMT, Inc. WISCONSIN POWER & LIGHT COMPANY
/s/ Stephen P. Johannsen /s/ Charlotte Woods
- ---------------------------------- ------------------------------------
By: Stephen P. Johannsen By: Charlotte Woods
----------------------------- --------------------------------
(print name)
Title: Vice President - N. Region Title: Director, Materials Management
--------------------------- ------------------------------
Date: 10/14/93 Date:10/15/93
--------------------------- --------------------------------
-21-
<PAGE>
Agreement Number - 890042
AMENDMENT TO SERVICES AGREEMENT
THIS AGREEMENT made and entered into as of 14th day of April, 1988, by
and between Wisconsin Power & Light Company (WPL), hereinafter called
"Company", a Wisconsin public utility corporation having its principal
offices at 222 W. Washington Avenue, Madison, Wisconsin, and RMT Inc., a
Wisconsin corporation, whose principal offices are located at 1406 East
Washington Avenue, Suite 124, Madison, Wisconsin, hereinafter called the
"Consultant", and represents an amendment to that certain Services
Agreement made and entered into on March 31, 1988, between and among
WPL, Consultant, and other affiliated companies, a copy of which is
attached hereto as Exhibit "A" (the "Services Agreement").
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 sec. 196.52, Stats.; and
WHEREAS, the parties desire to enter into an agreement whereby
Consultant will provide its services to Company subject to the approval
of the Public Service Commission of Wisconsin pursuant to sec. 196.52,
Stats.;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:
Section 1. Scope of Work:
- --------------------------
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, and for various
design activities of construction projects as described in specific Work
Authorizations under this 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.
-22-
<PAGE>
The Contract Administrator, Material Management Department shall be the
Company's designated representative for the purpose of Administration of
this Agreement.
Except for the conduct of laboratory analysis, Consultant shall not
perform Work involving the transfer, storage or disposal of hazardous
wastes or materials without a written amendment of this Agreement.
Section 2. Term of Agreement:
- ------------------------------
This Agreement shall become effective only upon approval in writing by
the Public Service Commission of Wisconsin 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
Public Service Commission of Wisconsin. 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:
- -------------------------
So long as services and associated compensation provided hereunder by
Consultant do not exceed ten percent (10%) of the total volume of such
services and associated compensation provided by Consultant to all of
its customers, Consultant will be paid for Work as indicated in the
Consultant's wage, salary, and equipment fee schedules as set forth in
this Agreement as Exhibit "B", a copy of which is attached hereto and
incorporated herein by reference. Such exhibit is the same schedule of
charges generally charged by Consultant to other clients. There will be
no payment made at higher rates for overtime or premium hours. 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.
If the foregoing ten percent (10%) level is exceeded, compensation
hereunder shall be at the lesser or Consultant's cost or market as
defined in the Services Agreement. The parties do not expect or intend
that services and associated compensation provided by Company to
Consultant shall ever exceed ten percent (10%) of the total volume of
such services provided by Consultant to all of its customers.
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.
Section 4. Performance:
- ------------------------
Consultant will 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.
-23-
<PAGE>
Section 5. Work Authorizations:
- --------------------------------
When Company elects to award Work under the Agreement, it shall offer to
do so by issuing to Consultant a written Work Authorization 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 is offered by the company to
Consultant, Consultant shall accept or reflect the offer within ten (10)
calendar days, unless some other time is stated in the Work
Authorization. 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.
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 form 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 orally offer Work to the Consultant. If the Consultant
accepts the offer, the parties will commit the oral agreement to a
written Emergency Work Authorization as quickly as reasonable possible
under the circumstances. This Emergency Work Authorization will state
that the Consultant was orally offered and orally accepted the award of
Emergency Work.
Section 6. Commencement of Work:
- ---------------------------------
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:
-24-
<PAGE>
a. Consultant having delivered to the Company evidence of Consultant's
meeting the insurance requirement 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:
- ------------------------------------------------
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 Representative for any Work Authorization
at any time.
Section 8. Insurance:
- ----------------------
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, the Company
shall be named as an additional insured on the above policies. Every
certificate of insurance providing the coverages required herein shall
contain the following clause: "No reduction, cancellation or expiration
of the policy shall become effective until thirty (30) days from the
date written notice thereof is actually received by Owner." A
certificate of insurance shall be approved by the Company before the
Consultant starts performance.
Section 9. Indemnity and Liability:
- ------------------------------------
Consultant agrees to take all necessary 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 event 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 will
-25-
<PAGE>
defend such action on behalf or 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 or the Wisconsin Safe Place
Statute.
Section 10. Confidentiality and Trade Secrets:
- -----------------------------------------------
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:
- -------------------------------------
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. Agreement Modifications:
- -------------------------------------
The parties shall not enter into any amendment or rescission of this
Agreement or of any provision thereof unless such amendment or
rescission shall have been approved in writing by the Public Service
Commission or Wisconsin.
-26-
<PAGE>
Company or Consultant may, from time to time, request modifications or
changes to the scope of Work to be performed hereunder. Such changes,
including increase or decrease in the amount of Consultant's
compensation, which are mutually agreed by and between Company and
Consultant, shall be incorporated in this Agreement using an Agreement
Modification.
Section 13. Project Delays:
- ----------------------------
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 14. Opinions of Cost:
- ------------------------------
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 15. 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:
-27-
<PAGE>
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 16. Non-Discrimination in Employment:
- ----------------------------------------------
Consultant agrees that he is in compliance with the non-discrimination
provisions of Paragraphs (1) through (7) of Section 202 of Executive
Order No. 11246 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 fully set forth
in the contract.
Section 17. Right to Audit:
- ----------------------------
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 18. Assignment:
- ------------------------
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 19: Notices:
- ---------------------
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.
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<PAGE>
Section 20. Entire Agreement:
- ------------------------------
The terms and conditions set forth herein and in the Services Agreement
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.
This Agreement may be amended only by a written instrument signed by
both parties and approved by the Public Service Commission of
Wisconsin. Except as specifically modified in this Agreement, the
Services Agreement still remain in full force and effect between Company
and Consultant.
Section 21. Severability:
- --------------------------
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 22. Governing Law:
- ---------------------------
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 Wisconsin.
Section 23. Miscellaneous:
- ---------------------------
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 each other consultants.
The parties shall submit such reports as may be required by the Public
Service Commission of Wisconsin as to the services supplied under this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, by
the duly authorized agents.
RMT, INC. WISCONSIN POWER & LIGHT COMPANY
By: /s/ Brook Becks By: /s/ T. A. Miller
--------------------------- ---------------------------------
Brooks Becks T. A. Miller
Title: President Title: Director, Materials Management
-------------------------- ------------------------------
Date: 3/4/89 Date:3/27/89
-------------------------- --------------------------------
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<PAGE>
SCHEDULE A
AGREEMENT BETWEEN RESIDUALS MANAGEMENT TECHNOLOGY, INC. AND WISCONSIN POWER
& LIGHT COMPANY
THIS AGREEMENT made and entered into as of March 1, 1985, by and between
Residuals Management Technology, Inc. (hereinafter referred to as
"RMT"), a Wisconsin corporation, and Wisconsin Power & Light Company
(hereinafter referred to as "WP&L"), a Wisconsin electric public utility.
WHEREAS, WP&L is engaged in the business of rendering electric, gas and
water utility services to the public in Wisconsin; and
WHEREAS, RMT is engaged in the business of providing professional
consulting, engineering and laboratory services; and
WHEREAS, WP&L owns 100% of the common stock of RMT; and
WHEREAS, it is the intention of the parties that RMT will provide its
services to WP&L, under circumstances that may constitute WP&L and RMT
affiliated interests under sec. 196.52, Stats.; and
WHEREAS, the parties desire to enter into an agreement whereby RMT will
provide its services to WP&L subject to the approval of the Public
Service Commission of Wisconsin, pursuant to sec. 196.52, Stats.:
NOW, THEREFORE IT IS AGREED as follows:
1. RMT will provide professional consulting, engineering and laboratory
services as requested by WP&L from time to time, for research,
investigation, analysis, report preparation, and for various design
activities of construction projects. The work may be undefined or of
indefinite scope, or it may cover definitive projects. Assignments to RMT
for work on major projects will be described in separate work orders.
2. 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. RMT will keep WP&L
informed of such situations so that any change in scope can be negotiated
as required.
3. Compensation for services shall be on RMT's Standard Schedule of Charges,
as may be amended from time to time, which schedule covers personnel,
materials and expenses, equipment and computer use, subcontracted services
and laboratory testing. A copy of said Schedule is attached hereto and made
a part hereof. Such Schedule is the same schedule of charges generally
charged by RMT to other clients.
4. RMT will serve as a professional representative of WP&L as defined by this
Agreement and will provide advice, consultation, and services to WP&L in
accordance with generally accepted professional practice. Estimates of
cost, approvals, recommendations, opinions, and decisions by RMT are made
on the basis of RMT's experience, qualifications, and professional
judgment. RMT makes no warranty or guarantee, express or implied, regarding
the services or work to be provided under this proposal or any related
agreement.
5. RMT will maintain insurance in the following amounts for the following
types of coverage:
Workman's Compensation and Employer's Liability $100,000
General Liability - Bodily Injury, Property Damage,
including Contractual Liability $1,000,000
Automotive Liability - Bodily Injury and Property Damage $500,000
Professional Liability $1,000,000
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<PAGE>
RMT shall indemnify WP&L for any loss or damage caused solely by the
professional negligent act, errors, or omissions of RMT in performance
of the services under this Agreement, subject to the limitation below.
Notwithstanding any other provision of this Agreement, RMT's liability
to WP&L for any loss or damage, including, but not limited to, special
and consequential damage arising out of or in connection with this
Agreement from any cause, including, but not limited to, RMT's negligent
act, errors, or omissions, shall not exceed $1,000,000 or the total
compensation received by RMT hereunder, whichever is lower, and WP&L
hereby releases RMT from any liability above such amount.
6. WP&L 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. WP&L shall make its personnel who are
acquainted with WP&L's requirements and the premises to which the projects
relate available to RMT at all reasonable times. WP&L shall designate
representatives authorized to act on its behalf with respect to projects,
which representatives shall promptly render decisions required. If WP&L
should observe or otherwise become aware of any fault, defect, or problem
concerning the project, WP&L shall give prompt written notice thereof to
RMT. In general, WP&L shall extend full cooperation to RMT to the end that
the projects can be promptly executed in an orderly manner.
7. RMT will not disclose to third parties confidential information,
proprietary information, and trade secrets provided to RMT by WP&L or its
agents or subcontractors, which has not been previously disclosed to WP&L
by outside third parties, or which is not in the public domain, without
WP&L's prior written permission. RMT will use reasonable efforts to
safeguard from unauthorized disclosure to third parties any such
information given to RMT.
8. WP&L shall have the right to audit the time and cost records of RMT.
9. When requested by WP&L, RMT shall provide, in advance, estimates of the
potential costs of any requested work.
10. It is agreed and understood that WP&L reserves the right at any time to
solicit quotes for similar work from other consultants and to contract with
such other consultants.
11. This Agreement shall become effective only upon approval in writing by the
Public Service Commission of Wisconsin 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 Public Service Commission of
Wisconsin.
12. The parties will not enter into any amendment or rescission of this
Agreement or of any provision thereof unless such amendment or rescission
shall have been approved in writing by the Public Service Commission of
Wisconsin.
13. The parties shall submit such reports as may be required by the Public
Service Commission of Wisconsin as to the services supplied under this
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and agents, all as of March
1, 1985.
RESIDUALS MANAGEMENT TECHNOLOGY, INC. WISCONSIN POWER & LIGHT COMPANY
By: /s/ Thomas P. Kunes
By: /s/ Erroll B. Davis, Jr.
- ------------------------------------- -------------------------------------
Thomas P. Kunes, P.E. Erroll B. Davis, Jr.
Vice President Executive Vice President
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