Exhibit (c)(3)
INTERCOMPANY SERVICES AGREEMENT
Between
INTERNATIONAL TECHNOLOGY CORPORATION
FLUOR ▇▇▇▇▇▇, INC.,
and
FLUOR ▇▇▇▇▇▇ GTI, INC.
October 27, 1998
INTERCOMPANY SERVICES AGREEMENT
THIS AGREEMENT for the performance of services is executed and made effective as
of October 27, 1998, between International Technology Corporation, a Delaware
corporation, Fluor ▇▇▇▇▇▇, Inc., a California corporation, and Fluor ▇▇▇▇▇▇ GTI,
Inc., a Delaware corporation
WITNESSETH:
WHEREAS, concurrently herewith the Parties have entered into an Amended and
Restated Marketing Agreement (the "Marketing Agreement") which sets forth the
basis upon which such parties shall engage in the conduct of the environmental
services business and the basis for providing mutual support and assistance in
conducting their own respective business;
WHEREAS, Fluor ▇▇▇▇▇▇, Inc. and Fluor ▇▇▇▇▇▇ GTI, Inc. have previously entered
into an Intercompany Services Agreement, dated as of May 10, 1996 (the "Original
ISA");
WHEREAS, the Parties desire to amend and restate the Original ISA in its
entirety by executing this Agreement, which shall become effective only upon the
effectiveness of the Marketing Agreement; and
WHEREAS, the Parties by this Agreement now desire to establish certain of the
terms and conditions which shall apply to the provision of Contract Support
Services and Project Services by one Party to another Party.
NOW, THEREFORE, it is agreed as follows:
ARTICLE I - DESCRIPTION OF AGREEMENT
1.1 Documents Included
This Agreement consists of this contract document and the following
attachments:
Attachment I: Requests for Services on a cost reimbursable basis,
Attachment II: Request for Services on a fixed or unit price basis.
1.2 Entire Agreement
----------------
This Agreement, together with the Marketing Agreement, sets forth the full and
complete understanding of the parties as of the date first above stated with
regard to the subject matter hereof, and it supersedes any and all agreements
and representations made or dated prior thereto, except for contracts between
the parties in existence on the date hereof.
1.3 Conflicting Provisions
----------------------
In the event of any conflict between the Marketing Agreement and this contract
document, the terms of the Marketing Agreement shall control. In the event of
any conflict between this contract document and any of the Attachments hereto,
the terms and provisions of this contract document shall control. In the event
of any conflict among the Attachments, the Attachment of the latest date shall
control. In the event of any conflict between this Agreement and any Requests
for Services issued pursuant to Section 2, this Agreement shall control.
1.4 Definitions
-----------
Unless specifically provided otherwise herein, all capitalized terms used herein
shall have the meaning described to such term in the Marketing Agreement.
ARTICLE II - SCOPE OF SERVICES
------------------------------
2.1 Description of Work, Requests for Services
------------------------------------------
As and when required pursuant to the terms of the Marketing Agreement, a Party
shall perform Project Services and/or Contract Support Services (the "Services")
in accordance with a written Request for Services in a Work Release issued by
the Parties from time to time during the term of this Agreement, specimen forms
of which are attached hereto as Attachment I and Attachment II, to which may be
------------ -------------
attached plans, drawings and specifications governing such services. Such
Requests for Services shall make specific reference to this Agreement and shall
be subject to performing Party's written acceptance, and performing Party shall
accept or reject a Request for Services as promptly as practicable under the
circumstances.
2.2 Work Release
------------
Attachment I shall be used for services provided on a cost reimbursable basis
------------
and Attachment II shall be used for services provided on a fixed or unit price
-------------
basis. A Work Release, when accepted by the Parties, shall be binding upon the
Parties hereto and shall incorporate by reference all of the terms and
conditions hereof, and the Marketing Agreement. In addition to the description
of the Services to be performed by the performing Party, a Work Release shall
set forth the performing Party's compensation for the services and the date on
which such services are to be completed. A Work Release may vary the terms of
this Agreement only when the Work Release expressly so states and sets forth the
particular paragraph hereof that is to be varied, and any such variations shall
apply only to the Work Release in which they are included.
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A performing Party, by accepting a Work Release, represents that it has
carefully inspected the Work Release along with any attached plans, drawings and
specifications, and has called the other Party's attention to any error,
omission and question of intent associated with the Work Release. All such
questions shall be resolved to the satisfaction of the Parties prior to
execution of the Work Release.
ARTICLE III - METHOD OF PERFORMANCE
-----------------------------------
The performing Party shall perform its Services as an independent contractor in
accordance with good engineering and construction practices, applicable laws and
regulations. Except as otherwise specifically provided in the Work Release, the
performing Party shall perform Project Services in accordance with the Prime
Contract, the terms and conditions of which are incorporated in the applicable
Work Release by reference for any such Project Services as if copied therein in
full. To the extent that the provisions of the Prime Contract are applicable to
the performing Party, the requesting Party shall provide the performing Party
with a copy of the Prime Contract (if permitted pursuant to the terms of the
Prime Contract) and, if the Prime Contract has been provided, the performing
Party represents that it is totally familiar with the terms of the Prime
Contract and agrees to be bound by the same.
ARTICLE IV - COMPENSATION
-------------------------
The receiving Party agrees to pay the performing Party a total compensation
specified in the Work Release and such compensation shall not be subject to
adjustment for any reason except as provided for in Section VI hereof
ARTICLE V - EXCLUSIONS, LIMITATIONS
-----------------------------------
To be determined as provided in the Marketing Agreement.
ARTICLE VI - WORK CHANGES
-------------------------
The requesting Party may, at any time by written notice to the performing Party,
require changes in the Request for Services under a Work Release, including
increases and decreases therein. In such event the compensation payable to the
performing Party shall be adjusted by the mutual agreement of the Parties except
where the increase or decrease in the Services under a Work Release involves
items of Services to be performed on a time and material or other cost basis, or
on a basis of units of Services, in which event the performing Party shall be
compensated on such basis for all such items or units of Services performed
under a Work Release, whether there is an increase or decrease in such items or
units of Services. No claim by the performing Party for extra, additional, or
different Services under a Work Release, or any extension of time within which
to complete such Services, will be allowed without the requesting Party's
written authorization and consent given prior to the undertaking of incurring of
any expense in connection therewith.
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In the event the Request for Services under a Work Release is decreased, the
performing Party shall be entitled to all expenses and costs reasonably and
necessarily incurred by the performing Party as a result of such decrease in the
Services. In no event, however, shall by the performing Party be entitled to any
prospective profits or reimbursement of prospective overhead, general expenses,
administrative expenses or damages (consequential or otherwise) because of such
decrease in the Request for Services.
ARTICLE VII - WARRANTY FOR CONTRACT RELATED SERVICES
----------------------------------------------------
To be determined as provided in the Marketing Agreement.
ARTICLE VIII - METHOD OF PAYMENT
--------------------------------
Unless otherwise specifically provided in the Work Release, the performing Party
shall promptly furnish the requesting Party with a detailed invoice for all
costs which are reimbursable to the performing Party for the Services performed
during the preceding month.
Each invoice shall be supported by one (1) copy each of all payrolls, expense
reports and/or any other documentation reasonably necessary to substantiate the
billing payment. The requesting Party shall pay such invoices in full within
thirty (30) days after receipt of each invoice, provided however, that in the
case of Project Services, payment may be withheld by the requesting Party until
the corresponding payment has been made under the Prime Contract.
All invoices shall be marked with the following:
Contract Number:
Project Name:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first hereinabove set forth.
FLUOR ▇▇▇▇▇▇ GTI, INC. FLUOR ▇▇▇▇▇▇, INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------- --------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------- --------------------------
Title: President Title: Group President
---------------------------- --------------------------
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INTERNATIONAL TECHNOLOGY CORPORATION
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Title:
----------------------------
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ATTACHMENT I to Intercompany Services Agreement
- SPECIMEN -
WORK RELEASE NO. ________
_________________________("Subcontractor") agrees to perform and complete the
following services ("Services") for _____________________ ("Contractor")
at________("Facility"):
(INSERT REQUEST FOR SERVICES HERE)
Contractor agrees to pay Subcontractor a total compensation for its Services in
Accordance with Attachment I consisting of Subcontractor's actual Field, Home
Office and Subcontract costs, except as noted below. Field staff labor rates
apply when the employee is assigned to a field site for an assignment of six
months or longer in expected duration. Otherwise home office labor rates apply.
(a) Subcontractor's Field Staff Labor
---------------------------------
Subcontractor shall be paid hourly billing rates established as hourly
base compensation for its Field Staff plus an allowance as a percentage
of base compensation to give a total multiplier on base compensation of
_____________. This allowance is compensation for payroll taxes and
insurance, sick leave, holidays, vacation and other employee benefits
and burdens. Overtime to be paid with Contractor's prior written
approval.
(b) Subcontractor's home office labor
---------------------------------
Subcontractor shall be paid hourly billing rates established as hourly
base compensation for its Home Office Labor plus an allowance as a
percentage of base compensation to give a total multiplier on base
compensation of __________. This allowance is compensation for payroll
taxes and insurance, sick leave, holidays, vacation and other employee
benefits and burdens. Overtime to be paid with Contractors prior
written approval. Home office expenses shall be paid at actual cost,
subject to the provisions of Paragraph (d), below.
(c) Field Costs
-----------
Subcontractor shall be paid the actual costs of material, machinery,
equipment, temporary facilities, supplies, parts, and miscellaneous
services; travel and relocation expenses; field labor wages and
benefits, and other employer portion of payroll taxes and insurance;
taxes, excluding income taxes permits, testing and inspections;
subcontracts; insurance; repairs, construction tools and equipment,
freight; and all other direct field costs incurred in connection with
the work.
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(d) Unless agreed otherwise, standard charge schedules will be used for
computer and reproduction charges; all-in rates, or lump sum values may
be used where convenient and as agreed in writing between Contractor
and Subcontractor for other items such as:
- Payroll Burdens and Benefits on Field Labor
- Small Tools, Expendables and Consumables
- Construction Equipment
The Services shall be done in accordance with the terms and provisions of the
Intercompany Services Agreement between the parties dated October 27, 1998, all
of which are incorporated herein by reference.
Subcontractor agrees to promptly commence the Services and to complete them
by________________.
Contractor and Subcontractor shall each designate a representative to consent,
approve and otherwise act on behalf of the designating party under this Work
Release. The designated representatives are:
For Contractor: For Subcontractor:
By: ____________________ By: ____________________
Title: ____________________ Title: ____________________
Dated: ____________________ Dated: ____________________
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ATTACHMENT II to Intercompany Services Agreement
- SPECIMEN -
WORK RELEASE NO.
__________________("Subcontractor") agrees to perform and complete the following
services ("Services") for ______________("Contractor") at__________________
("Facility):
(INSERT REQUEST FOR SERVICES HERE)
GENERAL
Contractor agrees to pay Subcontractor for full and complete performance of the
Services, compliance with all terms and conditions of this Work Release shall be
in the total of Section 1.0, Lump Sum Portion and Section 2.0, Fixed Unit Price
Portion, described in more detail below.
1.0 LUMP SUM PORTION*
The breakdown of the Lump Sum Portion against individual items for payment is
detailed as follows:
-------------------------- ---------------------------------------------------------------- -------------------------
ITEM DESCRIPTION LUMP SUM
-------------------------- ---------------------------------------------------------------- -------------------------
1.10 Treatment Demonstration $
-------------------------- ---------------------------------------------------------------- -------------------------
1.20 Mobilization and Demobilization $
-------------------------- ---------------------------------------------------------------- -------------------------
1.30 Temporary Parking, Office Facilities, and Fences
-------------------------- ---------------------------------------------------------------- -------------------------
1.40 Decontamination Pad $
-------------------------- ---------------------------------------------------------------- -------------------------
1.50 Surveying $
-------------------------- ---------------------------------------------------------------- -------------------------
1.60 Bonding $
-------------------------- ---------------------------------------------------------------- -------------------------
1.6.1 100 Percent of Performance Bond $
-------------------------- ---------------------------------------------------------------- -------------------------
1.6.2 Firm Performance ▇▇▇▇ ▇▇▇ $
-------------------------- ---------------------------------------------------------------- -------------------------
1.6.3 100 Percent Payment Bond $
-------------------------- ---------------------------------------------------------------- -------------------------
1.6.4 Firm Payment Bond Rate $
-------------------------- ---------------------------------------------------------------- -------------------------
2.0 FIXED UNIT PRICE PORTION*
The following Unit Prices are for payment for actual quantities in the event
that the need arises for the materials or services listed below and described
herein. Unit prices will be applied to the actual quantities furnished,
installed, and documented in conformance with the Contract Documents, and
payment shall be adjusted accordingly.
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* The items described are for illustrative purposes only. Different or
additional categories may be appropriate in a particular circumstance.
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
UNIT ESTIMATED
ITEM DESCRIPTION UNITS PRICE QUANTITY TOTAL
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.10 Site Clearing and Grubbing Acre $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.20 Finish Grading and Seeding Acre $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.30 Site Demolition Ton $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.40 Decontamination Hour $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.50 Scale Rental Month $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.60 Stockpile and Backfill of
Decontaminated Debris Ton $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.70 Off-Site Debris Disposal Ton $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.80 Soil Borings Month $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.90 Waste Treatment Reagents $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.9.1 Reagent X Ton $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.9.2 Reagent Y Ton $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.9.3 Reagent Z Ton $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.10 In-Situ Waste Treatment CY $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.11 Waste Retreatment CY $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.12 Treated Waste Disposal Ton $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.13 Contaminated Water Disposal Kgal $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.14 Non-Contaminated Material CY $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.15 Imported Select Fill CY $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.16 Temporarily Placed Gravel SY $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.17 Stand-by time (as directed)
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.17.1 Hourly Stand-by time Hour $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.17.2 Daily Stand-by Time Day $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
2.18 Imported Gravel (Additive
Alternative) SY $
--------------------- --------------------------------- ------------ ----------- ------------------ -----------------
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3.0 ESTIMATED CONTRACT VALUE*
The Total Contract Value for performing all Services of the Work Release is
$______, that is (in Words) _________________Dollars. The price of this Work
Release shall be the sum of the Lump Sum Portion and the product of the actual
quantities of Unit Price work ordered and the Unit Prices for the work. It is
firm and fixed for the duration of the Work Release and is not subject to
escalation for any cause, unless authorized in writing by Contractor. Payment of
the Total Contract Value shall constitute full payment for performance of the
Services of the Work Release and covers all costs of whatever nature incurred by
Subcontractor in accomplishing the Services in accordance with the provisions of
this Work Release.
------------------------------ -------------------------------------------------- ----------------- -----------------
SUBTOTAL TOTAL
ITEM DESCRIPTION AMOUNT AMOUNT
------------------------------ -------------------------------------------------- ----------------- -----------------
3.1.1 Subtotal Lump Sum
------------------------------ -------------------------------------------------- ----------------- -----------------
3.1.2 Subtotal Unit Rate Items
------------------------------ -------------------------------------------------- ----------------- -----------------
3.10 Subtotal Lump sum and Unit Rate Items (3.1. and
3.12)
$
------------------------------ -------------------------------------------------- ----------------- -----------------
3.20 Total Bonding $
------------------------------ -------------------------------------------------- ----------------- -----------------
3.30 Approval Risk Contingency $
------------------------------ -------------------------------------------------- ----------------- -----------------
3.40 Market Competitive Fee $
------------------------------ -------------------------------------------------- ----------------- -----------------
3.50 Total Contract Value (total Items 3.1 and 3.2)
------------------------------ -------------------------------------------------- ----------------- -----------------
Total $
------------------------------ -------------------------------------------------- ----------------- -----------------
The Contract Price as set forth herein includes all applicable and required
taxes, duties and fees.
The Services shall be done in accordance with the terms and provisions of the
Intercompany Services Agreement between the parties dated October 27, 1998, all
of which are incorporated herein by reference.
Subcontractor agrees to promptly commence the Services and to complete them
by__________.
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Contractor and Subcontractor shall each designate a representative to consent,
approve and otherwise act on behalf of the designating party under this Work
Release. The designated representatives are:
For Contractor: For Subcontractor:
By: ____________________ By: ____________________
Title: ____________________ Title: ____________________
Dated: ____________________ Dated: ____________________
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Exhibit H
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Co-located Offices
------------------
Location: Term:
-------- ----
1. Irvine, CA Expires July 31, 1999*
2. Bakersfield, CA Terminable on 30 days' notice
3. Chicago, IL Terminable on 30 days' notice
4. Golden, CO Terminable on 30 days' notice
5. Greenville, SC Terminable on 30 days' notice
6. Marlton, NJ Terminable on 30 days' notice
7. Sugar Land, TX Terminable on 30 days' notice
---------------------
* Fluor ▇▇▇▇▇▇ will accommodate earlier termination
** - vacating this office by 10/31/98
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