Document ZBeoaRrL2ZyD0zM6EeVb5qMBp

AMENDMENT TO AGREEMENT ENVIRONMENTAL HEALTH ASSOCIATES, INC. (hereinafter "the Contractor") and CHEMICAL MANUFACTURERS ASSOCIATION, INC. (hereinafter "CMA"), hereby amend their Agreement for the Update of the Epidemiological Study of Vinyl Chloride Workers (CMA Reference No. VC 9.0 Epi-EHA) by amending and restating Paragraphs 24 and 25 thereof to read as follows: 24. The Contractor's Estimated Cost for this project is $205,207 which consists of $11,495 for Tasks 1 through 5 of Phase I (which have been completed at the initiation of this Agreement); $63,567 for Tasks 6 through 8 of Phase I; and $130,145 for Tasks 1 through 6 of Phase II. The aforementioned Estimated Costs are itemized by tasks in Exhibit A and a Ceiling Cost is indicated for each task. The Scope of Work set forth in Contractor's proposal will be performed within the total Ceiling Cost of $263,230. However, if the Contractor determines that its projected actual costs for the entire project, calcu lated at the labor rates set forth in the proposal, will exceed the total Ceiling Costs for the project by more than 30%, CMA agrees to review the Contractor's itemized projected cost overruns. CMA shall not unreasonably and without good cause refuse to compensate the Contractor for that portion of those previously unforeseen expenses which are more than 30% in excess of the ceiling costs. In the unlikely event of a dispute over cost overruns, the Contractor shall not delay completion of the Scope of Work pending resolution of the negotiations, provided that CMA agrees to reimburse Contractor for any costs incurred in continuing performance of this Agreement pending such resolution. In the event that (i) the Contractor is unable to complete the Scope of Work because of circumstances beyond its control (including, without limitation, a material lack of available data or a material delay or failure to perform on the part of CMA or a study plant) or (ii) CMA determines for any reason that it will not compensate the Contractor for that portion of its costs which are more than 30% in excess of the Ceiling Costs; then the Contractor may terminate the Agreement in the manner provided in Paragraph 28. DTH 000017204 For performance of this Agreement by the Contractor, CMA shall make payments to the Contractor as follows: Initial Payment a) Upon Execution of this Agreement by both parties $55,000. Interim Payments b) Upon receipt of each quarterly report described in Paragraph 16, quarterly payments in the amount stated in Attachment A (Payment Schedule) (adjusted as provided below) until such time as the total amount paid by CMA (including the initial payment) shall reach the lessor of (i) 85% of the Contractor's total costs, or (ii) $223,000. Final Payment c) Upon receipt of the Final Report by CMA as defined in Paragraph 26 accompanied by a detailed accounting of materials and services purchased, and time expended for the total project, a sum in the amount of $15,207, subject to adjustments as provided herein. Interim payments called for by the Payment Schedule shall be adjusted upward by an amount equal to the difference (if any) between (i) 85% of the Contractor's total costs through the quarter to which the interim payment relates and (ii) the total of all payments previously made by CMA and the scheduled interim payment for 'such quarter. If the actual costs at the completion of the project are less than the Estimated Costs of $205,207, the Contractor shall deduct the difference between the actual costs and $205,207, and credit CMA for that difference in the final invoice. Within 60 days of the completion date defined in the Work, the Contractor will provide to CMA one unbound original and 25 copies of its draft final report. This draft final report will describe all work performed, record essential data and discuss results and conclusions in a manner customary in similar reports. The Contractor's scientific conclusions and professional judgments arising out of performance of the Work shall be the responsibility of the Contractor and shall not be subject to CMA control. However, CMA shall have the right to review such judgments and conclusions prior to preparation of the final report for the purpose of proposing clarifications, and making format and editing comments, but not for the purpose of substituting CMA's opinion for that of the Contractor. DTH 00001720E- DATED: October if , 1981. ENVIRONMENTAL HEALTH ASSOCIATES, INC. By Qua*** Vice President and Treasurer CHEMICAL MANUFACTURERS ASSOCIATION, INC. By Vice President and Treasurer DTH 000017206