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HomeMy WebLinkAboutAgreement for Environmental Services between City of Bozeman and CVS Pharmacy and ATC AssociatesTI-!E LAW FIRM MOORE, O'CONNELL ~ REFLING A PROF FSSIONAI. CORPORATION PERRY J. MCH]RE MARK U. RI?FLING CINDY E. YOUNKIN ALLAN i1. BAR1S MI(7HAEL]. L. C:USICK JENNIFER L. FARVE JENIFER S. REECE KRISTIN N. FIANSEN TODD A. STUBBS BARRY G. O'CONNELL (1947.2004) May 1, 2008 Faul Luwe, Esq. City of Bazeman P.O. Box 1230 Bozeman, MT 59771-1230 RE: Agreement far Environmental Services Bazeman Solvent Site Our file no: 20028-007 Dear Paul: 601 I IAGGERTY LANE SUITE 10, LIFE OF MONTANA BUILDING B07EMAN M'1' 59715 Reply to P.U. BOX 1288 BOZEMAN, MONTANA 59771-1288 TF.LEPHONF,: (406) 587-5511 FAX: (406)587-9079 E-MAIL: jenireece@gwest.net Enclosed for your file is an original., dated first page of the Agreement for Environmental Services. It has been dated based on my receipt of the executed Agreements by all of the parties. Should you have any questions or need anything further, please contact me. Sincerely, '~ 1~T JENIFER S. REECE pm Enc. MEL9751.WPD AGREEMENT FOR ENVIRONMENTAL SERVICES THIS AGREEMENT FOR ENVIRONMENTAL SERVICES ("Agreement") dated this ~:~Is-- day of , 2008, by and between the CITY OF BOZEMAN, a Montana municipal corporation located in Gallatin County, State of Montana ("City"), and CVS PHARMACY, INC. ("CVS"), and ATC ASSOCIATES INC. ("Contractor"). CVS, the City and Contractor are referred to herein as the "Parties" or, individually, as a "Party". Far good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties ogee as follows: 1. Performance of Services. Contractor shall perform certain environmental services ("Services") as described in written work authorizations to be delivered to Contractor from time to time (individually, a "Work Authorization"), expeditiously and consistent with the level of care and skill exercised by other environmental remediation contractors in the United States who are recognized by their peers as experienced, knowledgeable and skilled in performing services of the type and scope of the Services. Contractor shall engage adequate forces for completion of the Services within the time frames set forth in each Work Authorization. Contractor shall carry on the Services and adhere to the progess schedule during all disputes or disageements with the City and/or CVS. No Services shall be delayed or postponed pending resolution of any disputes or disageements, except upon termination of this Ageement as permitted by Article 11 or as the Parties may otherwise agree in writing. Contractor understands that, unless this Ageement expressly provides to the contrary, actions must be taken by both the City and CVS to be effective and to have any binding effect, and that actions to be taken by Contractor must be taken toward both the City and CVS to be effective and to have any binding effect. A Work Authorization or Change Order (as defined in Article 6) approved by either the City or CVS, but not by both, is invalid and has no binding effect as to the parties. A request of Contractor to halt, suspend, delay or interrupt the Services must be from both the City and CVS before Contractor should halt, suspend, delay or interrupt such Services. 2. Work Authorization. Each Work Authorization shall be executed by the Forties u.sing the Work Authorization format provided in Attachment "A"hereto. Contractor shall accept a Work Authorization by executing the same and delivering it with appropriate supporting documentation to CVS, with a duplicate copy to the City. Contractor shall cause the Services to be commenced in accordance with the date provided in the Work Authorization and to be diligently prosecuted to completion on or before the date provided in the Work Authorization. This Ageement and any Work Authorization and/or Change Order delivered pursuant to the terms of this Ageement are sometimes collectively referred to as the "Agreement". 3. Pa ent for Services. The City and CVS shall pay Contractor for the Services pursuant to the schedule and method of payment set forth in the Work Authorization. Contractor shall keep accurate records showing all charges and expenses incurred by Contractor and all labor and materials provided for the Services and shall, upon the request of the City or CVS, certify that such records are true and correct. Upon reasonable written notice to Contractor, the City and/or CVS Agreement for Environmental Services -Page 1 H:\2oo28\0o7\ME[~921$.WPD may audit the relevant books and records of Contractor at any time for up to two years after completion of the Services. In the event an audit is conducted, the records of Contractor pertaining to the Services shall be maintained in one central location in the State of Montana. Contractor's accounting records will be retained in Billings, Montana. No examination of records by the City or CVS shall unreasonably delay or defer the obligation of the City and CVS to pay undisputed invoices as long as such records are in order, and accurately reflect Contractor's actual costs. Contractor shall attach copies of supporting bills, receipts and time documentation to all invoices. Such supporting bills, receipts and time documentation shall provide detailed and understandable descriptions and shall be in a form acceptable to the City and CVS. The City and CVS shall have no obligation to pay invoices for which no supporting documentation is provided. Following receipt of a proper and undisputed billing from Contractor in accordance with this Agreement, the City and CVS shall cause Contractor to be paid for the respective Services within 60 days of the invoice date, unless it is evident that the invoice was not mailed in a timely fashion, in which case a mutually satisfactory payment schedule will be determined, but not later than 45 days from the date of receipt. If requested by the City or CVS, copies of lien releases or other reasonable evidence that the Services billed for have been completed lien-free shall be provided by Contractor. Contractor shall not bill the City and CVS more frequently than monthly. Duplicate billings to the City and to CVS shall be sent simultaneously by the same means of transmission or delivery. Contractor understands that the City and CVS will each pay 50% of the costs of the Services, and that the payment obligation is individual and not joint (e.g., if the City pays 50% of the costs of the Services for any particular billing, the City's obligation with respect to such billing; shall be deemed fully satisfied). In the event of nonpayment ofan undisputed invoice by the City or CVS, Contractor shall have the right to suspend services, provided, however, the Contractor provides written notice to the City and CVS of Contractor's intent to suspend services in 30 days. Such notice must be accompanied by sufficiently detailed information as to cause, so that actions maybe taken by the Parties to timely resolve the matter. 4. Conduct of Services. Contractor shall conduct the Services in such a manner as to protect the City and CVS, and any third parties, their employees, representatives and invitees, from accidents and injury, and in such a manner as to avoid damage to the properties where the Services are performed. Services may be required on residential, commercial and/or municipal property located throughout the area known as the Bozeman Solvent Site (BSS) as set forth in Attachment "B"hereto (which is collectively and hereinafter referred to as the "Property"). Contractor shall be solely responsible far initiating, maintaining and supervising all safety precautions and programs under the Contractor's control in connection with the Services. Contractor shall be responsible for adhering to all federal, state and/or local laws, rules, regulations, ordinances, and for safeguards necessary and appropriate for the safety and protection of all persons in connection with the Services. Contractor shall examine the Property to its satisfaction prior to the commencement of any Services to become familiar with the visible and apparent condition of the Property to the extent necessary and appropriate to properly perform the Services. In this regard, Contractor shall (i) inspect the Property in order to determine the nature, extent and location of any dangerous or unsafe conditions; and (ii) specifically instruct its employees regarding appropriate safety practices and procedures in connection with any dangerous or unsafe conditions that maybe encountered. The City and CVS, Agreement for Environmental Services -Page 2 H:\20028\007\MPL9218.WPD jointly and severally, make no representations or warranties with respect to the condition of any Property, or far the accuracy or completeness of any information provided by the City or CVS with respect thereto, or Contractor's activities thereon, including, without limitation, the activities of Contractor's employees, subcontractors or any other persons performing any portion ofthe Services under an agreement with Contractor. Any harm or injury to Contractor, Contractor's employees, agents, subcontractors or any other persons performing any portion of the Services under an agreement with Contractor that is or may be attributable to the condition of the Property and/or the condition of improvements thereon shall be the sole responsibility of, and at the risk of, Contractor, except to the extent caused by the willful misconduct or omission of the City or CVS. 5. Limitation on Scope of Services. Contractor acknowledges that it is retained to perform only the Services and that, unless the Work Authorization provides otherwise or the Parties agree otherwise in writing, Contractor is not retained to perform any other work or services. 6. Change to Scope. of Services. The City and CVS reserve the right to request changes in the Scope of Services provided in any Work Authorization, including, without limitation, alterations, reductions or additions to the Services. Such changes shall be made by an amendment to a Work Authorization in the same manner provided far in Article 2 (utilizing either a new Work Authorization nr a change order [a "Change Order"] as set forth in Attachment "C" hereto). If Contractor rejects any request for change, this Agreement and the affected Work Authorization may be terminated pursuant to Article II. 7. Riuht to Suspend the Services for Convenience: Costs for Delays. The City and CVS may, without cause, order Contractor to suspend, delay or intemxpt the Services in whole or in part for a period of time not to exceed 60 days as the City and CVS may determine. No adjustments shall be made for increases in the cost of performance of the Services or this Agreement unless such suspension, delay or interruption exceeds 60 days and is not caused in whole or in part by any fault of Contractor or any subcontractor thereof. 8. Contractor's Re orts and Anal ses. If requested by the City and CVS, Contractor shall make periodic oral reports of the progress of work in performing the Services. If Contractor is directed to prepare a written report summarizing Contractor's performance of the Services, unless directed otherwise, it shall do so in draft form and shall label such report or analysis as "DRAFT" and "CONFIDENTIAL--SUBJECT TO THE ATTORNEY-CLIENT PRIVILEGE". Such reports shall be provided to Attorneys designated by the City and CVS. Unless otherwise authorized by the City and CVS's Attorneys, Contractor shall prepare four copies of such draft report, two of such copies being for the City and two for CVS. If and when requested to do so by the City and CVS's Attorneys, Contractor shall prepare a final report the number of copies and labeling for which will be determined by the City and CVS Attorneys (unless otherwise stipulated in a written Work Authorization or Change Order). Upon completion of the final report(s), Contractor shall destroy all draft documents. All written reports, draft or final, shall be made for the benefit of the City and CVS, their Attorneys and their designees, if any. Contractor shall, and shall cause its employees, agents and subcontractors, if any, to maintain its reports in strict confidence and shall not disclose to others, either before or after the termination of this Agreement, any data, documents, reports or Agreement for Environmental Services -Page 3 H:\20028\007\MEL9218.WPp other information produced by Contractor or at Contractor's direction during its performance hereunder, except those reports which may be submitted to the Montana Department of Environmental Quality (MDEQ) or as expressly authorized in writing by the City and CVS. Contractor's obligation of confidentiality shall not apply to disclosures compelled by law, an order of a court or a subpoena, except that if any such event occurs, Contractor shall immediately notify the City and CVS's Attorneys of the circumstances requiring such disclosure and refrain from such disclosure for the maximum period of time allowed by law so that a protective order or other actions maybe taken to protect the confidentiality of the information, if desired. 9. Insurance. Throughout the term of this Agreement (without regard to time periods set out in a Work Authorization), Contractor shall obtain and maintain at least the following rninimurn insurance coverages: (a) Worker's Compensation -statutory limit; (b) Employers' Liability - $1,000,000; (c) Comprehensive Auto Liability with a combined single limit (covering bodily injury liability, death and property damage) in any one occurrence of not less than $1,000,000; (d) Comprehensive General Liability as follows: (i) "Combined Single Limit" (covering bodily injury liability, death and property damage) in any one occurrence of not less than $1,000,000; (ii) "XCU"Hazard Coverage; (ii) "Broad Form" Property Damage Endorsements; (iv) "Personal Injury" Endorsements; (v) "Blanket Contractual Liability" Endorsements; (vi) Products/Completed Operations Coverage, if product or material installation or improvement is part of the Services, which shall be kept in effect for two years after completion of such installation or improvement Services; (e) "Professional Liability" in any one occurrence of not less than $5,000,000 and not less than $10,000,000 in the annual aggregate; (f) "Environmental Impairment" or "Pollution Liability" type insurance in any one occurrence of not less than $2,000,000; and (g) the minimum coverage for any other type of insurance not otherwise identified above, to the extent required by any laws, rules, regulations or ordinances applicable to Contractor or to the performance of the Services. Such policies, except the policies for Professional Liability, Pollution Liability, Workers' Compensation and Employers' Liability, to the extent permitted by law, shall name the City and CVS, or the respective written designees thereof, and unless otherwise waived in writing by the City and CVS, the fee owner of the Property (if different from the City or CVS) as additional insureds. If during the course of time while work is performed by Contractor, insurance claims are paid by Contractor's Professional Liability carrier which reduce Contractor's annual aggregate by $1,000,000, then Contractor shall immediately notify the City and CVS in writing. Contractor shall deliver certificates of such insurance coverage. Upon request, and at the City and CVS's cost, Contractor shall provide duplicate originals of the policies. All policies shall contain a provision that the insurance company will give the City and CVS 30 days advance written notice of any cancellation or lapse, or the effective date of any reduction in the amounts or scope of coverage. In the event any of the insurance policies required in this Article are underwritten on a "claims made" basis, Contractor will continue such policies in full force and effect for not less than two years following the date of completion of the Services. All coverage except Workers' Compensation shall provide that the insurance is primary in respect to all entities insured by the policies with respect to work performed by the Contractor or any of its subcontractors. The City and CVS, jointly or severally, shall be entitled to make claims again such policies as their respective Agreement for Environmental Services -Page 4 H:~.on2a~no~~nae~9ars.w~n interests may appear; provided, however, that in the event the payment of a claim is to be made to the City or CVS under any of such policies, payment shall be made by check or other negotiable instrument payable jointly to the City and CVS. 10. Indemnification. Contractor agrees to release, indemnify, defend and hold harmless the City and CV S, j ointly and severally, and any subsidiary, affiliate or parent thereof, their directors, officers, shareholders, employees, representatives and agents, from and against any and all judgments, claims, expenses, causes ofaction, damages and liability(includingreasonable attorneys' fees, consultants' fees, and costs) arising from the willful act, error, omission or negligence of Contractor, its employees, agents, subcontractors or subcontractor's agents and employees. However, in no event shall Contractor be liable to the extent such costs arise from the willful act, error, omission, or negligence of CVS and/or the City. 11. Termination. The City and CVS may terminate this Agreement, Work Authorization, or Change Order for cause upon written notice to Contractor. Termination of this Agreement or Contractor's employment hereunder by the City and CVS for cause could include, without imitation, refusal or failure of Contractor (i) to supply enough properly skilled workers or proper materials to perform the Services, (ii) to make payment to subcontractors for materials or labor in accordance with the agreements between Contractor and any subcontractors, (iii) to comply with all laws, rules, regulations, ordinances or orders of all public authorities having jurisdiction over the Services, (iv) to otherwise perform under this Agreement, (v) to comply with the time periods referenced in an applicable Work Authorization, or (vi) to have claims which are paid by the Contractor's Professional Liability insurance carrier which reduce the annual aggregate by $1,000,000. Upon any one or more of such events, the City and CVS may, without prejudice or any other right or remedy, at law or in equity, (a) terminate the employment of Contractor, (b) take possession of the Property, and/or (c) finish the Services by any method deemed expedient. In such case, Contractor shall not be entitled to receive any payment until the Services are completed and any payment due Contractor shall be subject to the limitations set forth in this Agreement. The City and CVS may terminate a Work Authorization or this Agreement at any time without cause, for convenience, and for any reason or no reason, upon written notice to Contractor; provided, in the event of such termination Contractor shall be reimbursed for its actual costs far reasonable time, material and expenses incurred in performing the Services, but not including consequential damages or lost opportunity costs. Contractor shall attach copies of supporting bills, receipts and time documentation to all invoices payable on account of such termination. Such supporting bills, receipts and time documentation shall provide detailed and understandable descriptions and shall be in a form acceptable to both the City and CVS. The City and CVS shall have no obligation to pay invoices far which na such supporting documentation is provided. Contractor may terminate this Agreement upon seven days written notice if the City and CVS refuse or fail to pay properly documented and undisputed contract amounts within 90 days of billing therefor and if the City and CVS are not otherwise relieved or excused from payment of such amount under the terms of this Agreement, unless the City and CVS pay such undisputed amounts within the seven-day notice period. Agreement for Environmental Services -Page 5 H:\20028\007VV1EL9218.WPD The provisions of Articles 8, 9, 10, 11, 12, 18, 19, 20, 25, 27, 29, 31, 33 and 35 of this Agreement shall survive any termination or expiration of this Agreement, including, without limiting the generality of the foregoing, the provisions of this Agreement pertaining to confidentiality and indemnification. Upon the earlier of a request by the City and CVS or the termination of a Work Authorization or this Agreement and contingent upon any and all undisputed payments having been received, Contractor shall deliver, without cost, to CVS's attorneys any and all documents and/or materials and all copies and reproductions thereof acquired or prepared by Contractor, its agents, employees or subcontractors exclusively in connection with the Services. A comprehensive list of such documents and/or materials shall simultaneously be provided to the City. In the event the City requests duplicate copies of any or all of such documents and/or materials, such request shall be promptly accommodated by CVS and, if requested by the City, by Contractor. 12. Restrictions Against Transfer. The obligations of Contractor set forth in this Agreement are personal obligations, and the City and CVS, in entering into this Agreement, are relying upon Contractor's expertise and knowledge in performing its obligations. For the foregoing reasons, Contractor shall not assign this Agreement, or otherwise transfer its rights or obligations hereunder, without the prior written approval of the City and CVS, which maybe withheld in their sole discretion. The Contractor may, without the consent of the City and CVS, enter into subcontracts for the performance of various services, to the extent that the same are necessary to properly perform the Services and to the extent that Contractor does not have such capabilities. In the event of any permitted assignment, subcontract or other transfer or delegation of obligations under this Agreement, Contractor shall remain jointly, severally and primarily liable with the assignee, subcontractor or transferee to perform all the obligations under this Agreement. 13. Independent Contractor. Contractor is and shall perform the Services as an independent contractor, and shall not be deemed an agent, employee or legal representative of the City or CVS, jointly or severally. Contractor has no authority to assume or create any commitment or obligation on behalf of or to bind the City or CVS, jointly or severally, or the City or CVS's Attorneys, jointly or severally. While the City and CVS reserve the right to monitor and enforce this Agreement, the actual conduct of the Services shall be the sole responsibility of Contractor. Contractor shall fully comply with all laws governing labor and labor relations, and the City and CVS, jointly and severally, shall have no responsibility to Contractor's employees or any other persons or entities regarding such compliance and shall have no duty to investigate whether, or to otherwise ensure that, Contractor is in compliance with any labor or Tabor relations laws. The provisions of this Agreement are not intended to create, nor shall they be in any way interpreted to create, a joint venture, a partnership, or any other similar relationship between the Parties. 14. Conflict of Interest. Contractor has made reasonable inquiries and to the best of its knowledge is not a party to any other existing or previous agreement, which would prevent Contractor from entering into this Agreement or would adversely affect Contractor's ability to perform the Services. Contractor shall not enter into any contracts with any other person having an actual or potential interest in the Bozeman Solvent Site without the City and CVS's prior written approval, or otherwise perform services for any person, firm or corporation other than the City or CVS if such services could lead to a conflict with Contractor's obligations under this Agreement. Agreement for Environmental Services -Page 6 H:\20028\007\MEL9218.WPD 15. Expertise of Contractor. Contractor represents that its employees, agents and permitted subcontractors which will perform the Services have performed services for other clients which are substantially similar to the Services and that Contractor has the capability and expertise to professionally and competently provide and perform the Services. Contractor shall not permit any employee, agent or subcontractor to perform the Services who does not have the expertise to do so and shall make certain that all employees, agents and subcontractors of Contractor (i) will have all required licenses and certificates required to be in Contractor's name and necessary to perform the Services, and (ii) will have been trained, prior to the commencement of the Services, to perform their respective responsibilities in accordance with currently applicable and published federal, state and local laws, rules, regulations and ordinances, and in accordance with nationally recognized and accepted industry standards. The persons identified by Contractor to perform the Services shall not be substituted without the prior written consent of the City and CVS. 16. Notices. Any notice or demand given or served by either Party to this Agreement to the other shall not be deemed to have been duly given or served unless in writing and forwarded by certified or registered mail, postage prepaid, or another commercially recognized means ofdelivery, addressed as follows: Contractor ATC ASSOCIATES INC. 917 15' Avenue North Billings, MT 59101 Attn: Michael Ellerd Telephone: (406) 794-5711 Cam: City of Bozeman 411 E. Main Street Bozeman, MT 5971 S Attn: Debbie Arkell Telephone; (406) 582-2135 Fax: (406) 582-2302 CVS: CVS Pharmacy, Inc. One CVS Drive Woonsocket, RI 02$95 Attn: Kristine L. Donabedian, Esq. Telephone: (401) 770-213 8 Fax: (401) 216-3266 with a copy to: Moore, O'Connell & Refling, P.C. P.O. Box 1288 Bozeman, MT 59771-1288 Attn: Jenifer S. Reece, Esq. Telephone: (406) S87-SS11 Fax: (406) 587-9079 with a copy to: Mintz, Levin, Cohn, Ferris, Glovsky and Fopeo, F.C. One Financial Center Boston, MA 02111 Attn: Susan P. Phillips, Esq. Telephone: (617) 348-1713 Fax: (617) 542-2241 Agreement for Environmental Services -Page 7 H:~20028\007\MEL9218.WPD The person and the place to which notices are to be mailed maybe changed by either Party by written notice to the other Party. In the event a Work Authorization provides that notice be given to any other individuals or entities, notice with respect to the Services covered by such Work Authorization shall also be given to such individuals and entities. 17. Access. The City and CVS shall arrange for property access by Contractor in order to perform the Services. Contractor recognizes that the City and/or CVS may not be able to arrange for access and that Contractor may be requested to assist or facilitate arranging site access. Where questions about site access arise, they shall be addressed in the Wark Authorization(s) pertaining to the services. Unless otherwise prohibited by law, the City and CVS, and their designees, shall have access to the Property at all times and shall be entitled to review Contractor's performance of the Services while thereon. 18. Third_Party Notification. The City and CVS shall be responsible for providing all legally required notices to governmental authorities and Contractor shall not provide any such notices or communications without the prior written consent ofthe City and CVS unless Contractor is legally required to provide such notices or communications; provided, Contractor shall not provide any such notices or communications without first informing the City and CVS and providing the City and CVS the opportunity to obtain a protective order if the City and CVS deem it appropriate; provided further, the foregoing shall not apply to routine notices required to perform the Services, unless such notices relate to the reporting of previously unreported potential or actual contamination problems at the Property or of possible or actual violations of law. Contractor shall immediately notify the City and CVS in writing of any inquiry by any governmental authority, whether such inquiry is formal or informal and orally or in writing, directed to Contractor relating to the Services or the Property. Unless legally required to respond to any such inquiry, Contractor shall not respond thereto and shall advise such governmental authority to contact the City and CVS for any requested or required information. 19. Attorne s' Fees. In the event any Party brings or commences a legal proceeding to enforce any of the terms of this Agreement, the prevailing Party in such action shall have the right to recover reasonable attorneys' fees and costs from the other Forty, to be fixed by the court in the same action. 20. Rights in Results of Services. Any and all documents or materials which describe or relate primarily to the Services or the results thereof shall, upon payment therefor, be the exclusive property of the City and CVS and shall promptly be delivered to CVS upon request. A comprehensive list of such documentsand/or materials shall simultaneously be provided to the City. In the event the City requests duplicate copies of any or all of such documents and/or materials, such request shall be promptly accommodated by CVS. No articles, papers, treatises or presentations related to ar in any way based upon ar associated with the Services shall be presented or submitted for publication without the prior written consent ofthe City and CVS. Nothing in this Agreement shall require Contractor to deliver to the City ar CVS software programs ar other tools or materials used by Contractor in connection with the Services which are not owned or leased by the City or CVS. Contractor shall be entitled to retain one (1) copy of all final documents for its file. Agreement for Environmental Services -Page 8 H:\20g28\007\MEL9218.WPb 21. Contractor's Representations. Contractor represents and guarantees that (i) the work performed by Contractor will not be defective, (ii) Contractor will be properly certified and licensed by the state in which the Property is located to engage in the Services as required by each Work Authorization prior to the commencement of such Services, and (iii) the employees, agents and subcontractors of Contractor who will perform the Services will have been trained, prior to the commencement of the Services, to perform their respective responsibilities in accordance with all applicable federal, state and local laws, rules, regulations and ordinances, and in accordance with nationally recognized and accepted industry standards. 22. Compliance with Laws, Regulations and Ordinances. Contractor shall comply fully with applicable and published federal, state and local laws, rules, regulations, ordinances, permits and licenses applicable to the Property and the Services. Contractor shall, in its own name, obtain and maintain in effect any and all licenses, permits and certifications required to be in Contractor's name. If the City or CVS is required by law to notify a governmental authority, file an application, or obtain any necessary licenses, permits, certifications or approvals, then Contractor shall immediately notify the City or CVS in writing of such requirement and shall promptly prepare all materials necessary to satisfy such requirement(s). Contractor shall require that all personnel handling any hazardous materials shall have completed the required training courses under federal Occupational Safety and Health Administration regulations and any similar state or local regulations. Any testing or other Services conducted by Contractor shall be in accordance with the standards set forth in Article 1 to avoid damage to equipment, property or materials that may be located on, above, under or adjacent to the Property. Contractor shall obtain the written consent of the City and CVS as to the location and timing of any Services involving excavation, penetration of soils, installation of groundwater monitoring wells, disturbance of improvements or any other Services conducted pursuant to this Agreement. Such consent shall not relieve Contractor of its obligations under this Article. Any soil, sediment, surface or groundwater, or other samples taken as part of the Services pursuant to this Agreement shall be handled with appropriate care and in accordance with all applicable requirements. Anything herein to the contrary notwithstanding, the City and CVS shall have no obligation or responsibility to monitor Contractor's compliance with any laws, rules, regulations, ordinances, permits or licenses. 23. Removal or Remediation Oper~;tions: Records of Work Activities. Contractor shall erect all required, necessary and appropriate barriers, post all required warning notices on the Froperty during removal or remediation operations, exclude from the regulated area unauthorized persons (the same being persons other than Contractor's authorized employees or other persons approved by the City and CVS, unless such employees or other persons are also excluded from the regulated area under applicable law), and take such other actions as shall be required or appropriate to protect the public from exposure to wastes or hazardous materials during removal, remediation or disposal operations required by or in connection with the Services. Upon completion of the removal or remediation of any wastes or hazardous materials, Contractor will properly clean-up, remove and dispose of all wastes and hazardous materials from the Froperty, and will repair any damage to the Property caused by the performance of the Services. Contractor will ensure that its employees and any other authorized persons entering the work site wear all required and/or appropriate personal protective equipment. If appropriate with respect to the Services, Contractor Agreement for environmental Services -Page 9 H:\20028\007\MEL9218.WPD will maintain a daily log of activities performed. In the event that hazardous wastes or hazardous materials (hereinafter referred to as "Hazardous Substances") require disposal, Contractor shall advise both the City and CVS in advance of the contemplated disposal plans and take the following actions: (a) with respect to all samples, sample residues, byproducts from the sampling process, extracts, well purging, core borings or other derivative, removal or remediated Hazardous Substances relating to the Services, Contractor shall dispose of such in accordance with applicable laws; and (b) in the event wastes cannot be introduced back into the environment under existing laws without additional treatment, they shall be packaged in accordance with applicable law by the Contractor and the Contractor shall provide City and CVS with options for appropriate treatment, transportation and disposal of Hazardous Substances. Contractor shall not make any selection of a transporter, treatment or disposal facility. Contractor shall verify in advance that the disposal facilities recommended are properly licensed to receive such Hazardous Substances. Contractor will further preserve and provide the City and CVS with complete and accurate records of the removal, remediation and disposal of any wastes in connection with the Services, such documents to include but not necessarily be limited to permits, approvals, test results, inspection and, training certificates, manifests, and disposal receipts maintained, and/or photographs. Anything herein to the contrary notwithstanding, the City and CVS shall be responsible for signing manifests for the transportation of Hazardous Substances to the extent that such materials require removal from the Property as part of the Services. 24. Independent Review. The City and/or CV5 reserve the right, at their expense, to retain independent consultants to inspect, review, test and monitor Contractor's activities and progress under this Agreement in order to verify compliance with the terms hereof, and with applicable laws, rules, regulations and ordinances. Contractor agrees to cooperate with such independent consultants to facilitate such inspection, review, testing, monitoring and verification. 25. Ri _ t to Reject,Services. The City and CVS, jointly or severally, shall have authority to reject Services that do not conform to the requirements of this Agreement. Contractor shall immediately correct such defective Services at Contractor's sale cost and expense. Contractor shall not be relieved from the obligation to perform the Services in accordance with this Agreement by reason of the City or CVS's failure to reject Services or by any inspections, tests or approvals of Services made by the City or CVS. The City and CVS shall have no obligation to pay for Services rightfully rejected under this Agreement. 26. Ri t to Stop Services. If Contractor fails to correct defective Services or fails to carry out the Services in accordance with this Agreement, the City and CVS, by written order, may require Contractor to stop the Services, or any portion thereof, until the cause for such order has been eliminated; provided, the right of the City and CVS to stop the Services shall not give rise to any duty on the part of the City ar CVS to exercise such right for the benefit of Contractor or any other person or entity. 27. Ri t to Ca Out the Services. if Contractor defaults, neglects or fails to carry out the Services identified in any Work Authorization, and fails within five days after receipt of written notice from the City and CVS to commence and continue correction of such default, neglect ar Agreement For Environmental Services -Page 10 H:\20028\007\MEL9218.WPD failure with diligence and promptness (or immediately, in the case of a default, neglect or failure constituting a violation of law or presenting a health or safety risk), the City and CVS may, without prejudice to any other remedy available to the City and CVS, at law ar in equity, cure such deficiencies. In such case, the City and CVS may deduct from the payments then or thereafter due Contractor with respect to such Work Authorization the cost of correcting such deficiencies, including compensation to the City and CVS for additional services made necessaryby such default, neglect or failure. 28. Performance and Pa ent Bonds. With respect to Services performed under each Work Authorization, Contractor shall, upon request, furnish a performance bond in a form and from a surety acceptable to both the City and CVS in an amount not less than the anticipated payment to Contractor, with the City and CVS named as obligees and Contractor named as principal, provided, however, that if the Contractor refuses to comply with this provision, this Agreement may not be terminated on the sole basis of Contractor's refusal. 29. Contractor's Res onsibilit for Acts and Omissions of Others. Contractor shall be responsible for the acts and omissions of its employees, subcontractors, other persons performing any portion of the Services under an agreement with Contractor or subcontractors, and anyone directly or indirectly employed by any of them. 30. Certificate of Com letion. With respect to each Work Authorization, when all of the Services thereunder are fully completed, Contractor will provide documentation demonstrating that such Services have been completed in accordance with the terms of this Agreement, the requirements of law and the directives or requests of any governmental authority having jurisdiction aver such Services. 31. Pa ent to Contractor. Contractor shall promptly and timely pay each subcontractor the amount to which such subcontractor is entitled. The City or CVS may withhold payment from Contractor to the extent reasonably necessary to protect the City or CVS from loss because of (i) defective Services not remedied, (ii) third party claims threatened or filed, or information supplied to the City ar CVS indicating that any such claims may be filed, or (iii) damage to the City or CVS, or the owner of the Property, including, but not limited to, damages for delay in the completion of the Services. Contractor shall not file any lien or encumbrance against the Property as a result of the exercise by the City or CVS of any remedy hereunder. The City or CVS may require, prior to making payment to Contractor under any particular Work Authorization, any one or more of the following: (a) an affidavit of Contractor that all payrolls, bills for materials and equipment, and other indebtedness connected with the Services for which the City or CVS might in any way be responsible, have been paid or otherwise satisfied, and (b) other data establishing payment or satisfaction of all other obligations, such as receipts, releases and waivers of liens, to the extent and in such form as may be requested by the City or CVS. If any subcontractor refixses to finish a release or waiver required by the City or CVS, Contractor shall indemnify the City and CVS against such claim provided the City and CVS were not negligent in causing such subcontractor's refusal. If any lien against the Property or claim for payment of labor, materials, equipment or services against the City or CVS remains unsatisfied after all payments are made to Contractor, Contractor shall pay the Agreement for Environmental Services -Page 11 H:\20028\007\ME~9218.WPD City or CVS all monies that the City or CVS, respectively, pays in discharging such lien or claim, including all costs and attorneys' fees related thereto, and shall otherwise indemnify the City or CV S, as appropriate, for all costs, liabilities and losses incurred or suffered by the City or CVS, respectively, or any affiliates thereof in connection therewith. 32. Force Ma~uxe. Contractor shall comply with the time periods referenced in each Work Authorization; provided, each such period shall be extended for a period or periods of time equal to any period or periods of delay preventing the performance of Contractor's obligations, which delays are caused by f re or other casualty, acts of God, unusually inclement weather, refusal or failure of governmental authorities to grant necessary approvals and permits for Services (Contractor agreeing to use reasonable diligence to procure the same), war, riot, or insurrections, or similar cause (except financial) beyond the control of Contractor, but not including strikes, work stoppages or other related problems, if substitute laborers acceptable to the City and CVS are reasonably available ("Force Majeure Delay"); provided, if any Force Majeure Delay exceeds 30 consecutive calendar days in duration, then the parties may terminate the applicable Work Authorization and Contractor's employment with respect thereto. In the event of any Force Maj eure Delay, Contractor shall seek and use, to the extent available, economically reasonable and comparable substitutes or alternatives, upon prior approval in writing by the City and CVS. In the event Contractor suffers a Force Majeure Delay, Contractor must provide written notice of the occurrence, otherwise Contractor shall be deemed to have waived its right to an extension. 33. Failure to Timel Commence or Com fete Services. Contractor acknowledges and agrees that the City and CVS may suffer financial loss if the Services are not completed within the time limits referenced in each Work Authorization. Contractor and Contractor's surety, if any, shall be liable for and shall pay to the City and CVS the sum set forth in each Work Authorization, if any, as stipulated, fixed, agreed and liquidated damages for each calendar day of delay beyond such time limits, subject to Force Majeure Delay, until the Services are completed. 34. Re and for Existin Business and Other Activities. Contractor shall conduct the Services in a manner reasonably designed to prevent interference with and minimize disruption of business operations, residential use, and/or other activities on the Property. 35. Patent Fees and Royalties. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Services or the incorporation in the Services of any invention, design, process, product or device which is the subject of patent rights or copyrights held by others. Contractor shall indemnify and hold harmless the City or CVS, jointly and severally, and anyone directly or indirectly employed by the City or CVS, from and against all liability arising out of any infringement of patent rights or copyrights incident to the use in the performance of the Services or resulting from the incolporation in the Services of any invention, design, process, product or device not specified in a Work Authorization, and shall defend all such claims in connection with any alleged infringement of such rights. Agreement for Environmental Services -Page 12 H:\20U28\0o7\MEI,9218.WPD 36. Taxes. Contractor shall pay all sales, consumer, use and other similar taxes required to be paid by Contractor in accordance with all applicable laws, rules, regulations and ordinances in the course of performing the Services. 37. Use of Premises. Contractor shall confine construction equipment, the storage of materials and equipment and the operations of workers to the Property and other land and areas permitted by applicable laws, rules, regulations, ordinances, rights-of--way, permits and easements, and shall not unreasonably encumber the Property with construction equipment or other materials or equipment. Contractor shall restore to original condition all property affected by the applicable Work Authorization or Change Order. 3$. Travel. Travel expenses reimbursed by the City and CVS to Contractor for Contractor to complete routine project work that requires staff from the Contractor's Billings office shall be restricted to round trip travel expenses up to 2p0 miles per trip, unless otherwise agreed, in writing, by both the City and CVS. 39. Miscellaneous. This Agreement, together with any Work Authorizations and Change Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and may only be modified by a subsequent writing duly executed by both Parties. All attachments hereto are incorporated herein by this reference as if set forth in this place. Time is expressly made of the essence of each and every provision of this Agreement. The headings of the Articles herein are for convenience of reference only and shall not be used to interpret or construe the contents thereof This Agreement shall be interpreted and construed only by the contents hereof, and there shall be no presumption or standard of construction in favor of or against either Party. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Montana. Invalidation of any of the covenants, conditions, restrictions or other provisions contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions or provisions hereof, or the application thereof to any other person or entity and the same shall remain in full force and effect. The individuals signing this Agreement on behalf of each Party hereby represent to the other Party (i) that they have the power and authority to bind the entity for which they are signing, (ii) that the signatories are all of the signatories for the respective Party necessary for the full and valid execution of this Agreement for such Party, (iii) that all corporate, partnership or other action necessary for the respective Party to execute, bind and perform under the terms of this Agreement have been duly taken, and (iv) that na other signature, act or authorization is necessary to bind the respective Forty. Except as provided elsewhere in this Agreement, the terms, covenants and conditions herein contained shall be binding upon and inure to the benefit of the heirs, successors, transferees and assigns of the Parties. \\ \\ \\ Agreement for Environmental Services -Page 13 H:\20028\007\MEL921$.WPD IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written. CONTRACTOR: ATC ASSOCIATES INC. By: - _ ~-_~ . _. _..._._ Its: /J 1+~ ~~.,~. 1N1n~-r,.A.~,er CITY: CITY OF BOZEMAN, a Montana municipal corporation By: Kaaren Jacob n Its: Ma or Cit of Bozeman Attested By: ` Its: CVS: CVS PHARMACY, INC. By: Kristine Donabedian Its: Assistant Secret Agreement for Environmental Services -Page 14 H:~20g28\007\MEL9218.WPD IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written. CONTRACTOR: ATC ASSOCIATES INC. By: Its: CITY: CITY OF BOZEMAN, a Montana municipal corporation Kaaren .Taco on Its: _Ma, o~y of Bozeman , ,,,,_ ~: , .. rte, w, _ f Attested By: ~ ~ Its: ~~-- CVS: CVS PHARMACY, INC. By: Kristine Donabedian Its: Assistant Secret Agreement for Environmental Services -Page 14 H:~20028\007\MEL9218.WPP IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written. CONTRACTOR: ATC ASSOCIATES INC. By: lts: CITY: CITY OF BOZEMAN, a Montana municipal corporation By: ~~- Kaaren Jacobso Its: __ Mayor, City of Bozeman Attested By: f Its: A ~Q~^_ CVS: CVS PHARMACY, INC. By: Kristine Donabedian Its: Assistant Secret AAOrtt~ Levin Agreement for Environmental Services -Page 14 H:\20028\007\MEL9218.WPD Attachment A WORK AUTHORIZATION FOR ENVIRONMENTAL CONSULTING SERVICES THIS WORK AUTHORIZATION is executed and delivered to ATC ASSOCIATES INC. (ATC hereinafter referred to as "Contractor"), by CVS PHARMACY, INC. ("CVS"), and the City of Bozeman (the "City") pursuant to that c~rtain AGREEMENT FOR ENVIRONMENTAL SERVICES (the "Agreement") dated the ~_ day of April, 2008. Sco a of Services: Subject to the terms and conditions of the Agreement which are incorporated herein by reference, the City and CVS hereby authorize and direct Contractor to provide the following services ("Services"): Title: Date Services to Begin: Desc motion: 2. Attachments: The attachments to this Work Authorization identified below are incorporated herein by reference and made a part of this Work Authorization. 3. Property: The property ("Property") upon which the Services are to be performed is located at: Stare Code: 10-3824 (and associated BSS properties) Complete Address: 1601 W. Main Street Bozeman, MT 4. Consideration: The consideration to be received by Consultant for the Services shall be on a time and materials basis as follows: Costs will not be exceeded without prior written authorization subject to a Change Order format signed by the parties. S. Photographs: May they be taken in accordance with terms of the Master Agreement? 6. Is a bond required to be posted? 7. Indicate whether additional insureds must be named on consultant policy: if yes, the named insured is: Individuals and Entities Performin the Services: The following individuals and entities shall be primarily responsible for performing the Services: Name or Individual/Entit Licenses and Certificates I-1:\20028\Op7\SK9491. WPD 9. Schedule For Performance of the Services: The Services shall be scheduled as follows: Commenced: Completed: 10. Acceptance of Work Authorization: (a) Contractor consents to performing the Services in accordance with this Wark Authorization, the Agreement and current billing requirements by its signature below. Contractor shall submit an executed copy of this Work Authorization to the City and CVS, as provided for in paragraph 11, hfteen (15) business days prior to performing the Services provided for herein. The City and CVS shall then have ten (10) days from the submission of the Work Authorization to provide approval thereof Approval shall be deemed granted on the date of execution of this Work Authorization. (b) The parties hereto understand and agree that occasionally and due to special circumstances the immediate services of Contractor may be necessary and the approval procedure provided for in 10(a) above may hinder or prevent Contractor's ability to provide immediate service. In that event, Contractor shall make a written request to the Project Managers provided by paragraph 11 below. Under such circumstances, the Proj ect Managers may provide preliminary approval for the Services to proceed. Contractor shall, as soon as reasonably possible, submit a Wark Authorization for approval. Upon submission, the City and CVS shall make diligent efforts to obtain approval (evidence by execution of the Work Authorization) as expeditiously as possible. 11. project Managers: Primary communications on this project will be between the project managers designated below. [Note that additional entities may require notice under the terms set forth in the Agreement.] Include phone/fax numbers for both. Contractor• ATC Associates Inc. 917 1 `` Avenue North Billings, MT 59101 Attn: Michael Ellerd Telephone: (406) 794-5711 Email: michael.ellerd@atcassociates.com \\ \\ \\ \\ H:\20028\007\SK9491. WPD Cam: Moore, O'Connell & Refling, P.C. P.O. Box 1288 Bozeman, MT 59771-12$8 Attn: Jenifer S. Reece, Esq. Telephone: (406) 587-5511 Fax: (406) 587-9079 Email: jenireece@gwestoffice.net CVS: CVS Realty Co. 777 S. Harbor Blvd. Suite E163 La Habra, CA 90631 Attn: A. Edward Cook Director of Construction Telephone: (714) 681-5560 Fax: (401) 652-0089 with a copy to: City of Bozeman 411 E. Main Street Bozeman, MT 59715 Attn: Debbie Arkell Telephone: (406) 582-2135 Fax: (406) 582-2302 with a copy to: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, MA 02111 Attn: Susan P. Phillips, Esq. Telephone: (617) 348-1713 Fax: (617) 542-2241 Email: Sphillips@mintz.com with a copy to: CVS Pharmacy, Inc. One CVS Drive Woonsocket, RI 02895 Attn: Kristine L. Donabedian, Esq. Telephone: (401) 770-213 $ Fax: (401) 216-3266 12. Counterparts/Sigrrlature: A copy of this document may be executed by each individual/entity separately, and when each has executed a copy thereof, such copies, taken together, shall be deemed to be a full and complete contract between the parties. Signatures camrnunicated by an electronic medium (i.e. fax, email, etc.) shall be considered binding. IN WITNESS WHEREOF, this Work Authorization. is executed by Consultant and the City and CVS to be effective as of _ CONTRACTOR: ATC ASSOCIATES INC. By: Its: H:\20028\007\SK9491. WPD CITY: CITY OF BOZEMAN, a Montana municipal corporation By: Debbie Arkell Its: Director Public Service CVS: CVS PHARMACY, INC. By: Kristine Donabedian Its: Assistant Secret Attested By: ~~ Its: ~ H:\20028\007\SK9491. WPD Failure to Tirnely C~,mmence or Complete Services Consultant hereby agrees to pay to The City and CVS as stipulated, fixed, agreed and liquidated damages for each calendar day of delay beyond the time limits described in Section 9 of this Work Authorization far commencement and/or completion of the Services, subject to Force Majeure Delay,' or delays ordered by The City and CVS, the amounts set forth below. The provisions ofthis section shall not limit the right of The City and CVS to prove and recover additional damages beyond the damages set forth herein in the event Consultant's delay in the commencement or completion of the Services results in claims against The City and CVS. For the purposes of this section, the term "calender day" includes each day of the week, including weekends and holidays. Number of Calendar Days of Delay of Completion of the Services Beyond the Dates for Commencement or Completion, Respectively, Described in This Work Authorization Amaunt of Penalty Per Calendar Day Commencement and/or for Each Day of Delay of Commencement and/or Completion of the Services, Expressed as a Percentage of the Consideration Set Forth in Section 4 of This Work Authorization Up to 30 30 to 120 120 and Over 0% 0.5% 1.0% 'As used herein, the term "Force Majeure Delay" means delays that are caused by fire or other casualty, acts of God, unusually inclement weather, refusal or failure of governmental authorities to grant necessary approvals and permits for Services (Consultant agreeing to use reasonable diligence to procure the same), war, riot, or insurrections, or any other cause (except financial) beyond the control of Consultant, but not including strikes, work stoppages or other related problems, if substitute personnel acceptable to The City and Cv5 are reasonably available. H:\20028\007\SK9491. WPD Attachment B Z: \B55\CAD Fllee\Ice.dwq ,~ ~ ~ .~ • `- - - ~ ; ~i . r i ~ DN RC• (~c~ihtrolled ~' I~-, - i • I s~,. ; ' • I I i - I ,'ry'. ~'\.. ' 1 Ali, ~ i •I p :`~\ ,I~i. , ill' --... •~r`\,. ~. ~ •~J~rid~t;r - •. --C . 11 I ,~ I• • 11 r -(^-. _; ~ I~, r ( %~F.rr..:e •':. -:a:: _ II ~.. -__ _ ,1 ~ ~ ~ ~ ~ ~ ; f: - I ~ n F. • fi''`t?r. ~ , "/~'~."._ •' nr. s•1 .\ n • I I ~- ~~ ISPI• c.... ~ it i ~,. ~. ~~{. I 'VS S ~~ / I ,~'. I it .. rv~ I I ~~+{~'~•~ , ...-... 1 ~p ~g ~ ~~• ,/~ ,- ,./.~ ~ 'S I I ~ I . ` '~ i :~: I_ I• ~_.... i ~ I ^ II ~ ,:,' I I I >f . I, i w r ~Qi'~ - ~ ~. , ~ I ti,t ^II I i 1 i li ~h Fra., i I •'I •'~` ; I I ~'ry Ltir.~ a ~~ I ' I r ~ '; ~ ~ •. =7159. 1• '`%'tl :II-`II I~S, .~ ...I' .(..:~K~11• r l~a~\ .,\ .. .. f _ ' - ~i ' 1 _ it u I~ 'I ~ ~ r;9;•I ~i^ . - ~. _ ~:~:I : ~ : i~ i i( rr ``~~ .'~ • I '~~ - I. ~' ii II_,~.. L~ i.._li•.i-ywrr ~ I!`. 1I ~ -I,_...., I~ j.:. ~ si' ,~aa . . I I ~ ~ ~ ~ I y b /. .. i ~ I - - - - c ~' ' , " ~ .,~ - - - ~y I~ ~_..L. '~. ' . ---' •--~ .. i -..-. . r--- '1- • +.' ii _ ~~~ ~: Imo- - .~j: ~~ ,~1 ~_I e . II. j~+~ • 'r p. ..1. 1 fY ~ iiw .,~-~ 1 ~~ ~IIIA[~ I-.~ -~~ _ ~dr~ • :,r - ,,. I ~ ;rtl r• :: . ___ rir: •l • ~.;. ... - ; + ' ~~• l.. i MAN+ ~i I 11 ~ -. . . - .. ~- - - '... ~ I~ J T •'I "t' 111KIrw1 1-' ~ I r.~ 1 • - :'3~~'?' -i I__-~l~~,: ~ ~~.. -s ..s __± 1.~ ...i~l ~E t / il'..IIl:;,y • ~i..'It I ~ i y From USGS 7.5' Bozeman Quad January 2008 ~ Location Map o Bozeman Solvent Site z Bozeman, Montana ~~~ooos.~sa sc~ I" ~r FIGURE 1 ~~looos.7ao o zoo Attachment C CHANGE ORDER NO. Agreement for Services between ATC Associates, Inc. ("Contractor"), the City of Bozeman ("City"), and CVS Pharmacy, INC. ("CVS") Bozeman Solvent Site, Bozeman, MT Change Order Descripti Contractor Proj ectManager/Phone No.: The Contract is changed as follows (purpose/explanation): Not valid until signed by City, CVS and Contractor The original consideration was ......................................... . Net change by previous authorized Change Orders ........................... $ The Contract Consideration prior to this Change Order was ................... $ The Contract Consideration will be (increased/decreased by this Change Order in the amount of ...................................................... $ The new Contract Consideration including this Change Order will be ............ $ CONTRACTOR CITY By: By: Date: CVS By:, H:\20028\007\SK9494, W PD