HomeMy WebLinkAbout03/22/2021 - Addendum to Stormwater Operation & Maintenance Plan H I LLW0,,, OD
A PEROT COMPANY"
March 22, 2021
Via Fe Ex and Email
Ms. Amy Maxner Ms.Jean Enright
Conservation Administrator Planning Director
Town of North Andover Town of North Andover
120 Main Street 120 Main Street
North,Andover, MA 01 45 North Andover, MA 01845
BE: Addendum to Stormwater Operation and Maintenance Plan,
1600 Osgood Street, North Andover—Lot B, (Amazon Distribution Facility)
Dear Amy and.lean,
As req,uired by Conditions#81 and #82 of Planning Board Decision for Lot B dated May 21, 2020,
attached please find our agreement with StormWater Compliance, LLC, dated March 2, 2021, for the
operation, 'inspection and maintenance of the st�ormwater management system.
This letter will serve as an addendum to the Stormwater Operation and Maintenance Plan.
Please let us, know if you need anything further.
Sincerely,
HIP Transaction Services, LLC,
a Texas limited liability company
OWN11IRMIJ All
4
lo,
Gary B. Frederick
Executive Vice President
Enclosure
cc: Mac Ultsey
John Smolak
5050,W li4�hmanSlreel Suitezk,35 Allentown,11A 18 104 484 78.16-1400 ivitw).hillivood.coin
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SERVICES CONTRACT
This Services Contract(this "Contract")is entered into as of the 2nd day of March, 2021,
by HIP Transaction Services, LLC, ("Owner")and StormWater Compliance, LLC ("Consultant")
1. For the consideration and upon and subject to the terms, provisions and conditions
hereinafter set forth, Consultant shall provide the Scope of Work described in Exhibit A attached
hereto (the "Services") for stormwater management services for the Lot B Amazon DC, 1450
Osgood Street, North Andover, MA project(the"Property")
2. Subject to the conditions set forth in this Contract, as sole consideration for the proper and
complete performance of the Services, owner agrees to pay Consultant an amount not to exceed
the amount itemized on Exhibit A,pursuant to the terms of this Contract("Contract Sum"). Changes
to the Contract Sum may only be authorized by written agreement between Consultant and owner.
8. Consultant shall perform all the Services in a diligent, prudent, and good and workmanlike
manner in accordance with the generally accepted standards of care and practice customarily
exercised by companies engaged in performing comparable services and in conformity with all
applicable laws. Consultant will supply all tools and instrumentalities required to perform the
Services under this Contract.
4. Consultant may, at Consultant's own expense, employ such assistants as Consultant
deems necessary to perform the Services required of Consultant by this Contract. All of
Consultant's employees, agents, contractors and subcontractors who perform work under this
Contract shall have the proper skill,training, licenses,certifications and background so as to enable
them to perform the duties assigned to them in a competent and professional manner and as
required by all federal, state and local laws, rules, statutes, ordinances and regulations. owner
may not control, direct, or supervise Consultant's assistants or employees in the performance of
the Services.
6. Consultant is an independent Consultant and not an employee or agent of Owner.
Accordingly, neither Consultant nor any of Consultant's employees or agents shall hold themselves
out as, or claim to be acting in the capacity of, an agent or employee of Owner or any related
entities. Consultant shall, at all times, cooperate with owner and comply with Owner's reasonable
requests in connection with providing the Services under this Contract and owner's operations.
Consultant shall not interfere with or obstruct Owner's access to or use of any areas within the
Property.
6. Consultant shall take all necessary and desirable precautions for the safety of, and provide
the necessary protection to prevent damage, injury, or loss to the Property, all personnel on the
Property, all materials or equipment to be provided, incorporated in, or utilized in connection with,
the Services,whether on or off the Property.
7. Consultant agrees to provide workers'compensation insurance for Consultant's employees
and agents and agrees to hold harmless and indemnify owner for any and all claims arising out of
any injury, disability, or death of any of Consultant's employees or agents.
8. The Consultant shall furnish and pay for the insurance as required in Exhibit B attached
hereto and incorporated herein by this reference.
9. Consultant hereby indemnifies and holds harmless Owner and its partners, members,
officers, directors, employees, successors and assigns and from and against all claims, damages,
liabilities, losses and expenses, including but not limited to attorneys' fees and other costs of
investigation and litigation, to the extent arising out of, related to or resulting from, in whole or in
GAPA Office\Acquisition Tracking\Acquisition MarketsWassachusettMorth AndoverlD-Civil Engineer\1-Contract-Addl Svcs\Stormwater Compliance,
LLMServices Contract StormWater Compliance(Lot B).2021.03.02.docx
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part, any negligent act or omission by Consultant or Consultant's employees or agents in
connection with the performance, or nonperformance of the Services.
10. Any notice or other communication required or permitted to be given under this Contract,
or by law, shall be in writing and either (a) personally delivered, (b) sent by United States mail,
registered or certified, or express mail, postage prepaid, return receipt requested, (c) sent by any
nationally-recognized overnight courier service, delivery charges prepaid, or(d)sent by email with
a PDF attachment with an original copy thereof transmitted to the recipient by one of the means
described in subsections (a), (b)or(c)of this Section.
11. owner may terminate this Contract at any time, with or without cause, upon written notice
of termination to Consultant. In the event owner terminates this Contract, Consultant, as its sole
and exclusive remedy upon termination, shall be compensated for the Services performed through
the date of termination.
12. Consultant recognizes and acknowledges that owner intends to sell or lease the Property
to Amazon.com Services, LLC and that the provisions of this Contract benefitting owner also
benefit Amazon.com Services, LLC, and accordingly, Amazon.com Services, LLC is an express
third party beneficiary to this Contract and shall have the right to enforce the provisions hereof.
13. Consultant shall not assign this Contract or subcontract the performance of any of the
services hereunder without the prior written authorization from owner. owner may assign this
Contract to either(i)a limited partnership, limited liability company,or other entity so long as Owner
and/or the beneficial owners of Owner directly or indirectly control such transferee or (ii)
Amazon.com Services, LLC, so long as such transferee assumes the obligations under this
Contract.
14. The parties shall cooperate with one another in good faith throughout the Contract Term.
In the event of a dispute, claim or controversy arising between the parties to this Contract, if the
parties mutually agree at the time,such claim may be decided by mediation, arbitration or any other
dispute resolution procedure acceptable to the parties as a condition to instituting litigation. The
prevailing party in such dispute, claim or controversy shall be entitled to receive from the non-
prevailing party all of its reasonable costs and expenses incurred in connection with such dispute
resolution. The invalidity or unenforceability of any part of this Contract shall not invalidate or affect
the remainder,which shall continue to govern the relative rights and duties of the parties as though
the invalid or unenforceable part were not a part hereof. This Contract represents the entire
agreement between Consultant and Owner and supersedes any prior negotiations, representations
or contracts. In the event of any conflict between this Contract and terms and conditions included
in Exhibit A,the terms and conditions of this Contract shall control. This Contract may be amended
only by written instrument signed by both Consultant and Owner. This Contract is governed by the
laws of the State of Massachusetts.
15. This Contract may be executed by facsimile in counterparts, all of which together shall
constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are
signatories to the original or the same counterpart.
IN WITNESS WHEREOF, the Contract is hereby executed as of the date first above set
forth.
[Remainder of page Intentionally Blank;Signature Page Follows.]
GAPA❑ffce\Acquisition Tracking\Acquisition Markets\Massachusetts\North AndoverlD-Civil Engineer\'#-Contract-Addl Svcs\Stormwater Compliance,
11-Mervices Contract StormWater Compliance(Lot B).2021.03.02.docx
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OWNER:
HIP Transaction Services, LLC, Address:
a Texas limited liability company
50�50 W. Tilghman St, Ste 435
Allentown, PA 18,104
By: Attention.- Mac Utley
N ame: Cell: (843)276-6053
Title:
CONSULTANT:
StormWater Compliance, L,LC Address:
�,,%Q191!ally�l,gned by Paul 163 Thadeus Street
P a u I
N- -Paul Stanernetz,c=US, South, Portland, ME 04106
qni
2021.03.03 11:39:54-015'001 Attention: Paul Stonemetz
Name: Paul Stoneme4C.ZY Cell; (508) 505-8723
Title: Ge eral-Manacm:_r
GAPA Office\Acqulsition Tracking\Acq'uisition fvlarketsWassachusetts\North W E Andover -Civil ngineeAl-Contract-Addl Slvcs\Stormwater Compliance,
LLOServices Contract StcrmWater Compliance(Lot B).2021.03.02.docx
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Exhibit A
[See Consultant's Proposal dated February 7, 2021 attached.]
GVA Cffice\Acquisition TrackinglAcquisition MarketsWassachusetts\North AndoveAD-Civil Engineerli-Contract-Addl Svcs\Stormwater Compliance,
LLCIServices Contract StormWater Compliance(Lot B).2021.03.02.docx
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jR;H.MWATER
163 Thacteus Street -, South Portland, Maine 04106.
PHONE FAx.. 877,271.9055 wwW.Stor-MWaterCpMPP c-0m
I1ainlaining your investment protecting our ovironment.'
February 7, 2021—rev
Mac Utsey
HIP Transaction Services, LLC
5050 W. Tilghman Street Suite 435
Allentown, PA 18104
843-276-6053
Delivered via email to. mac.utsey@hillwood.com
Re: Stormwater Management Services: Lot B Amazon DC- 1600 Osgood Street, North Andover, MA
Mr. Utsey,
StormWater Compliance,LLC(SWC)is pleased to present you with the following proposal to provide management services including
Stormwater inspection,Maintenance,Vacuum Pavement Sweeping, and Documentation for the stormwater management system
at the above referenced location.This proposal was requested by you to satisfy your ongoing Stormwater Operation and Maintenance
obligations made during permitting of this project(Long Term Pollution Prevention O&M Plan attached).
Scope of work(Inspection &Maintenance):
StormWater Compliance, LLC will develop and implement the site specific Stormwater Management Program based upon current
Stormwater Industry Operation and Maintenance Standards and the attached Stormwater Operation and Maintenance Plan. SVC
strongly recommends commencement of this program as site construction reaches final stabilization.We find this the best time to
remedy any necessary construction issues or omissions(i.e. unknown punch-list items)found during initial inspections.
The Stormwater Management Program will consist of Quarterly documented stormwater inspections of all stormwater infrastructure
(new and existing). Routine Maintenance is included in this proposal and will be performed as needed based on inspection
observations.Additional general site inspections will be performed as needed after extreme storm events.Specific details of inspection
and maintenance program are outlined below.
This program is intended to supplement monthly visual inspections and regular aesthetic maintenance performed by facilities
maintenance personnel and/or landscape contractors.StormWater Compliance, LLC will provide basic training and guidance to
facilities maintenance personnel and/or landscape contractors to ensure proper and regular inspection and maintenance of surface
stormwater features,
The cost to provide Stormwater Management Services as described above for the Stormwater Management System at the 1600
Osgood Street x Lot B Amazon DC,North Andover, MA is detailed in Exhibit A. This scope of work and cost is subject to the terms
and conditions set forth on Exhibit B hereto.
The term for this contract will be 2 years commencing on the anticipated completion date of August'1,2022. For continuity of
compliance,this agreement will renew automatically at the end of the term. Either party may terminate this agreement at any time with
30 days' notice,
6
&SJ;R.MWATER
16S Thaeleus Street w South Portland, Maine 04106,
Maintiiining your investment•Proteding our environment_,
PHo1 E FAX: 8 I I,�T l.g055 o w�vw.Storrnwat0rCornP.cbm
Stormwater Structures: Catch Basins (CB), Manholes (MH), Drywells (DW),Yard Drains, etc.x
All stormwater structures will be inspected quarterly.Any deficiencies in structural condition,function,and sediment levels will be
noted.All structures will be photographed during inspections. Maintenance:Accumulations of floating trash and debris will be
removed where encountered during inspections.Any obstruction will be cleared if possible.Vacuum clean out of stormwater structures
is included in this scope and will be completed as necessary based on inspection observations and measurements. In general,
structure clean-out will occur when sediment accumulation is measured to be approximately half of sump depth.
Proprietary Water Quai_ty Separators (FirstDefense, Stormceptvrs, 'QUs,
All stormwater quality separators will be inspected quarterly and in accordance with manufacture specifications. The stormwater
system associated with Lot A includes(`l)FirstDefense High Capacity Vortex Separator manufactured by Hydro International-model
FD-8HC. Any deficiencies in structural condition,function,contamination,and sediment levels will be noted. Interior components will
be inspected for condition and function. Maintenance: Accumulations of floatable trash and debris will be skimmed and removed
where encountered during inspections. Vacuum clean out of Proprietary WWQ Separators will be performed as needed based on
inspection observations and manufacturer specified cleanout criteria.
Subsurface Systems Infiltration and Detention Systems: (StormTech Chamber systems, Perferated Pipe,
Subsurface Infiltration and Detention systems will be visually inspected quarterly at available access points using a pole-mounted,
zoom inspection camera specifically designed for this type of inspection. Any deficiencies in structural condition,function,and
sediment levels will be noted. Interior components will be inspected for condition and function. Maintenance: Routine maintenance of
StormTech Isolator Rows will be completed as necessary based on inspection observations and manufacture's specifications. Isolator
Row maintenance will be completed by"Jet-Vac Process".This process utilizes high pressure/high volume jetting nozzles to remove
accumulated material to be vacuumed into debris body for disposal.
Open Features Mater Quality Ponds, Ext. Dry Detention, lnf Basins, Swales, Forebays, Outfalls,
Open features will be visually inspected quarterly for proper function and condition. All inlets, outlet controls, outfalls,and
embankments will be visually inspected for accumulation of pollutants and sediment, erosion,swamping,stability, undesirable,
vegetation,and obstruction. SWC will photograph all accessible areas/systems;additionally, if access is available an Envirosight
camera will be used to camera underdrains and other pipe connections. Maintenance;Due to the aesthetic nature of many Open
Stormwater features, SWC has assumed that open stormwater feature vegetation will be regularly maintained by facility maintenance
staff or landscape contractor. SWC will perform clearing of vegetation (mowing,trimming, removal)in critical areas of these features
as necessary. SWC can provide complete stormwater pond maintenance services(pond dewatering, mowing,sediment removal,etc.)
as requested and by separate proposal.
Blo-Retention Systems and Rain-gardens:
Bio-Retention Systems 1 Raingardens shall be visually inspected quarterly to ensure that the vegetation has established,that the
systems are draining within the prescribe amount of time and to gauge sedimentation/debris accumulation. Underdrain covers will be
removed as necessary to inspect underdrain(s). Maintenance: Limited function-critical maintenance of these systems is included in
this proposal. Function-critical maintenance includes removal of minor obstructions,trash,debris and problem vegetation. Removal of
minor sediment from pavement inlets is included in SWC's Pavement Vacuum Sweeping program described below. Replacement of
filter media,mulch,and plantings will be handled by separate proposal.
0"'MWATER
S
163 Thacleus Street - South Portlarid, Maine G4106
PHQC icE I FAx: g77.271.9055.9 wWVv,St::ormwaterCornP,com
Maintaining your investment i,Prot�ding our e4vironment''
Oil Absorbent Program:
In the event that,during inspections, SWC observes evidence of minor spills or leaking of oil based contaminants in stormwater
structures,absorbent booms will be deployed as necessary in order to sequester product leaked or spilled and subsequently washed
into Stormwater Facilities.Any evidence observed indicating accumulation of contaminants or a significant spill will be reported to
property manager directly for additional remediation by separate proposal.
Training of on-site Maintenance Personnel:
SWC will provide basic training of on-site maintenance staff in order to supplement comprehensive Quarterly inspections performed by
SWC. On-site staff will be provided a general understanding of system components,compliance,and proper function. On-site staff
will be provided guidance in performing visual inspections of stormwater structures and open features to satisfy higher frequency
requirements and general inspections following extreme storm events to ensure proper function between comprehensive inspections.
Check lists and Stormwater exhibits will be provided to aid in these visual inspections if appropriate. On site training will be
documented for inclusion in the annual submission to the conservation commission.
Reporting and Documentation:
Log report(s)will be prepared and submitted to you electronically for your records. Hard copies of reports will be provided upon
request.StormWater Compliance will submit reports to North Andover Conservation Commission annually. The report shall include
documentation of all Inspection&Maintenance activities. The report will verify that the Stormwater Management System is in good
working order and in compliance with Stormwater permits or will detail recommendations if repairs are required.
As dictated by condition 66 of the Amended Order of Conditions(MA DEP#242-1766 dated 10/22/20),the first annual inspection and
maintenance log will be submitted"one year after the first stormwater structure goes online". As part of this program, SWC will submit
the Annual Stormwater I&M Log to the North Andover Conservation Commission on that date(TBD)each year of the contract.
Stormwater Quality Vacuum Sweeping Program:
StormWater Compliance, LLC will provide vacuum sweeping services for this property as outlined in the LTPP O&M plan attached.
The LTPP O&M plan states that sweeping shall be performed at a"Quarterly Average"frequency. To that end we propose these
events will occur quarterly,exact timing will be subject to weather conditions. We anticipate that each event will take place over
several days within a 2 week period to account for operations, During each vacuum sweeping event, all accessible paved parking and
travel ways will be swept with a well-maintained Regenerative-Air Vacuum Sweeper operated by trained and experienced technicians.
Additionally,during vacuum sweeping,accumulated sediment at paved inlets l curb cut scuppers to allow positive drainage to
treatment facilities such as blo-retention and rain-gardens
Please note:This sweeping program is designed to maximize water quality functions of the stormwater system and does not include
pickup and disposal of bulk winter sand and deicing materials. This initial post-winter cleanup is typically completed after snow
season by snow removal or landscape contractor. SWC can handle bulk post-winter cleanup under separate proposal as requested.
SWC will schedule our spring water Quality Sweeping event following the initial bulk post-winter cleanup.
Stormwater Compliance, LLC utilized only well-maintained regenerative--air vacuum sweepers sweepers operated by technicians
trained and experienced in high-level,Stormwater Quality Vacuum Sweeping, Visual Inspections will be conducted in conjunction with
sweeping events to identify potential deficiencies within or surrounding pavement areas that may detrimentally effect water quality. Any
recommendations for additional maintenance,rehabilitation,or repairs will be discussed, prioritized with you,and handle bye separate
proposal.Vacuum Sweeping and Visual Inspection activities will be logged, photo-documented (if appropriate),and presented within a
maintenance log for your records following each maintenance event.
The cost to provide the Stormwater Quality Vacuum Sweeping Program as described above for this property is detailed in Exhibit A
below. This scope of work and cost is subject to the terms and conditions set forth on Exhibit B hereto.
SHMWATER
0 A 163 1'hadeUS Street , South Portland, Maine 04106
PHONE E l Fpxl: 877,271,90SS o wMAY,StormwaterComp,.coni
11aintaining Votir investment'Protecting OUr�nvironrfient
EXHIBIT A: PRICING &ACCEPTANCE
Pricing:
The cost to provide Stormwater Management Services as described above for the property at:
1600 Osgood Street M Lot B—Arnrazon DC, North Andover, MA is outlined below.
This scope of work and cost is subject to the Exhibit B: General Terms and Conditions below.
Scope Item Annual Fee
Stormwater Management System ISMS} Inspection & Maintenance Scope $14,000.00
As described above
Stormwater uality Vacuum Sweeping Program Scope $1 p,200,00
As described above
Total $243200.00
Acceptance:
If this proposal,as presented, is acceptable to you,please execute a copy of this document in the place indicated below and we will
begin work. If you have any questions, concerns,or require any additional information, please do not hesitate to contact me at 1 W877-
b7'1-9055. we thank you for this opportunity and look forward to working with you!
Sincerely,
Paul Stonemetz
Stormwater Compliance, LLC
PStonemetz rr SWUM.com
Agreed and Accepted this
Company Name; H 1 P Transaction Services, LLC
Signature: Name: Gary B. Frederick
TitIE Senior Vice President
By signing above,you acknowledge that you are authorized to enter into this contractual agreement for the entity that is responsible
for the work proposed herein.
M!WATER
Mal qJ11141ii!
ILL 16111 1 W90 163 Thadeus Street SouL-h Igo€-band, Maine 04106.
Pl-ONIEE I FAX: 877..271.9 55 * wWW.Storm' WatefComp.eom
Maintaining your inve t ent&Proteding out environment"
Exhibit B: General Terms and Conditions
These general provisions govern the Contract between StormWater Compliance,LLC(the"Contractor")and HIP Transaction Services,LLC (the"Client')for work to be
performed at Lot B—Amazon DC-'1664 Osgood Street:,North Andover,MA (the"Site")
1.Scope of Work.The Scope of work is as set forth in the accompanying proposal and contract(the"Proposal and Contract").
2.Client Obligations.The Client will:
not knowingly permit the release of any hazardous or regulated materials at the Site.
provide the Contractor with written notice of:(i)the actual,suspected or threatened release of any regulated or hazardous materials at the site as well as(ii)all
information known to the Client regarding the storage and use of any hazardous materials at the Site by any person or entity.
reasonably cooperate with the Contractor in connection with the Contractor's work at the site.
3.Payment for Services.Invoices shall be due 30 days after the date of the invoice.
4.Termination.This Agreement may be terminated by(I)the Contractor upon a breach of any payment obligation which has not been cured within ten days after written notice from
the Contractor to Client and(ii)either party upon a breach of this Agreement by the other party if breach has not been cured after thirty(30)days written notice to the other party(iii)
the Client upon the event of a sale of the property.Either party may terminate this agreement at any time with 30 days'written notice to the other party.
5.1-imitations of Liability.The Client understands and acknowledges that the Contractor's roles are in the areas of inspection and maintenance of the Stormwater Maintenance
System("SMS")at the Site and that,while inspection and maintenance of the SMS at the Site are essential elements of effective stormwater management,the Contractor's
activities are limited and periodic and the Contractor's work cannot and does not guaranty that the SMS cannot be rendered ineffective by sudden events beyond Contractor's
control between inspections.The Contractor is also not responsible for any deficiencies which are caused by improper or inadequate SMS installations/construction.Furthermore,
the contractor is not liable for structures,features or details absent from the stormwater Inspection due to poor/missing site plans provided or not provided by the client.The
foregoing shall not be deemed to limit Contractor's liability under this Agreement for any damages or liabilities incurred by Client arising from the Contractor's failure to perform
Contractor's obligations under this Agreement.
6.Assumptions and Exclusions.Unless otherwise stated in scope of work,the price schedule set forth in this agreement reflects an assumption that the Site is either new
construction(and therefore free of sediment and debris)and/or that all normal routine inspections,maintenance,repairs and rehabilitation work has been completed prior to the
date of this agreement.In the event that is not the case,the Contractor will so notify the Client and will provide the Client with an appropriate written change order to reflect the
additional maintenance work which may be required in a system which has not been regularly inspected,maintained and/or repaired.This contract is for routine inspection and
maintenance services only and does not include system repairs,system replacements or system rehabilitation work.Furthermore,the removal of sediment and debris caused by
natural disasters(i.e.hurricanes,floods,etc.)would not be considered routine maintenance services.The Client shall be responsible for costs of(i)removal and disposal of any
hazardous or regulated materials discovered including any of the Contractor's additional costs for labor or materials relating to such hazardous materials and(ii)required
maintenance deemed by the Contractor to be caused by construction related activities,including but not limited to removal by mechanical means of sediment and debris any
stormwater implement including any of the Contractor's additional costs for labor,materials or disposal relating to such maintenance functions.In either case(I or li)a report of any
findings and recommended work shall be furnished to the client and no work shall be performed without the client's authorization.
7.Indemnification.The Client agrees,upon demand,to defend,Indemnify and hold the Contractor and its officers,directors,shareholders,employees and agents,harmless from
any and all claims,liabilities or causes of action or any kind arising from or relating to any negligence or willful misconduct by the Client,its officers,employees,agents,or
contractors at the Site.The Contractor agrees,upon demand,to defend,Indemnify and hold the Client and its officers,directors,shareholders,employees and agents,harmless
from any and all claims,liabilities or causes of action or any kind arising from or relating to(i)a breach of Contractor's obligations under this Agreement by the Contractor,its
officers,employees,agents,or contractors or(li)any negligence or willful misconduct,by the Contractor,its officers,employees,agents,or contractors at the Site.
8.Choice of Law,Limitation of Liability,Costs and fees.The rights of the Customer and Client will be interpreted in accordance with the law of the State in which the Site is located,
including all matters of construction,validity,performance,and enforcement,without giving effect to any principles of conflict of laws,In no event shall either party be liable to the
other party under any theory of liability whatsoever for any consequential or punitive damag es.In any litigation arising from or relating to this agreement,the prevailing party will
recover all such party's attorney's fees costs.
9.Amendments/1Naivers.This Agreement may not be amended except in writing signed by all parties.
10.Entire Agreement.This Agreement,Including the Proposal and Contract contains the entire and complete understanding between the parties concerning its subject matter and
all representations,agreements,arrangements,and understandings between or among the parties,whether oral or written,have been fully merged herein and are superseded
hereby.
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Exhibit B
INSURANCE SPECIFICATIONS
Consultant shall not commence Services under this Contract until it has obtained insurance in compliance to
the following requirements:
COVERAGE AND LIMITS
Consultant,at its own expense,will purchase and maintain(with companies licensed to do business in the
State of Massachusetts and having rates of Best's Insurance Guide AiVII,or better)insurance coverages
and amounts as set forth below:
TYPE AMOUNT OTHER REQUIREMENTS
..........................
1. workers' Compensation Statutory Limits for Worker's 1. waiver of subrogation in favor of insured
and Employer's Liability Compensation and including the Parties(hereafter defined).
following limits for Employer's 2. No"alternative"forms of coverage will be
Liability: permitted without Owner approval.
$1,000,000 each accident
$1,000,000 policy limit bodily injury by
disease
$1,000,000 each employee, bodily
in'u b disease
2. Commercial General $1,000,000 per occurrence 1. ISO form CG 0001 current edition,or
Liability $2,000,000 general aggregate equivalent
(Occurrence Basis) $1,000,000 product--completed 2. Insured Parties will be named as
operations aggregate limit. "additional insureds"on ISO Form CG 2037
$1,000,000 personal and advertising 0413,or equivalent
injury limit 3. waiver of subrogation in favor of Insured
$50,000 damage to rented premises Parties
$5,000 medical expense limit 4.Aggregate limit of insurance(per project)
5, Deletion of exclusions for liability
assumed under contract(personal and
advertising injury)
6. No modification which would make
Consultant's policy excess over or
contributory with Owner's liability insurance
7. Defense will be provided as an additional
benefit and not included within the limit of
liability
8.There will be no coverage exclusion for
residentiallhabitational work.
3. Business Automobile Combined single limit for bodily injury 1. ISO form CA 0001 current edition,or
Liability and property damage of$1,000,000 equivalent
(Occurrence Basis) per occurrence or its equivalent. 2. Insured Parties will be named as
"additional insureds"
4. Includes owned, hired and non-owned
vehicles
4. Umbrella Liability $5,000,000 1. Written on an umbrella basis above the
(Occurrence Basis) coverage referenced above.
2. Same inception and expiration dates as
commercial general liability insurance
3. Aggregate limit of insurance per project
endorsement
5. Professional Liability $11000,000 1. Maintain for a period of not less than 2
years following the end of the Term.
2. If Consultant's scope of work includes
environmental engineering or consulting,the
coverage required must not exclude
coverage for environmental(professional)
services.
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# OTHER REQUIREMENTS
Any aggregate limit which is reduced below 75%of the limit required by this Contract because of losses
incurred must be reinstated by Consultant. No deductible or self-insured retention in excess of$1 0,000
without the prior written approval of Owner. The Professional Liability Insurance Coverage may be
arranged under a separate Professional Liability Insurance:Policy,under a Project Insurance Policy,or by a
combination of separate policies and a Project Insurance Policy.
* EVIDENCE OF INSURANCE REQUIRED BEFORE SERVICES BEGIN
Consultant shall not commence any Services of any kind under this Contract until all insurance requirements
contained herein have been provided and complied with,and until a Certificate of Insurance has been
provided to Owner. Evidence to be delivered to Owner prior to commencing operations at the site and at
least 5 days prior to the expiration of current policies. The"ACORD Form 25-S Certificates of Liability
Insurance"or another pre-approved substitute is the required form in all cases where reference is
made herein to a"Certificate of Insurance". If requested in writing by Owner, Contractor shall provide
Owner a certified copy of any or all insurance policies or endorsements required hereunder.The Certificate
of Insurance must;
(i) State the insured's name and address.
(ii) State the name of each insurance company affording each coverage, policy number of each
coverage, policy dates of each coverage, all coverage limits and sublimits,if any,by type of coverage,
and shove the signature of the authorized representative signing the certificate on behalf of the insurer.
(iii) Specify the additional insured status and waivers of subrogation as required by these
specifications.
(iv) State the primary and non-contributing status required herein.
(v) State the amounts of all deductibles and self-insured retentions.
(vi) Be accompanied by certified copies of all required endorsements and policy declaration page
reflecting issuance of the endorsements.
(vii) Be accompanied by insurer certified copy of notice of cancellation endorsement providing that 30
days' notice of cancellation and material change will be sent to the certificate holder.
(viii)Be addressed to the Owner as the certificate holder and show Owner's correct address.
(ix) State the producer of the certificate with correct address and phone number listed.
(x) Be executed by a duly authorized representative of the insurers.
* INSURANCE REQUIRED FOR CONTRACT TIME
Any and all insurance required herein shall be maintained during the entire Contract Time, including any
extensions thereto.
# MANDATORY 30-DAY NOTICE OF CANCELLATION
Owner shall,without exception, be given not less than 30--days notice prior to cancellation for other than
non-payment of premium. Non-payment of premium shall require ten--days notice of cancellation.
Confirmation of this mandatory notice of cancellation shall appear on the Certificate of Insurance and on
any and all required insurance policies.
* SUBCONSULTANTS
If Consultant hires and subconsultants(each a"Subconsultant")to perform any portion of the Services,
Consultant shall require each Subconsultant to have the insurance coverage required by this Exhibit C,
except for Umbrella Liability which shall be no less than the amount as agreed to by Owner and Consultant.
Consultant shall furnish Owner and Lender evidence thereof before each Subconsultant commences any of
the work. Consultant's obtaining of the insurance required by this Exhibit C shall in no manner lessen,
diminish or affect Consultant's obligations set forth in any provisions of the Contract. Consultant shall also
carry such additional insurance as may be required by any law. All insurance policies required of Consultant
and Subconsultants shall contain a waiver of subrogation clause wherein no insurance company shall have
any right of recovery against Owner.
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+ ADDITIONAL INSURED STATUS
Each insurance policy described herein requiring an additional insured endorsement shall be endorsed,
using an additional insured endorsement, to name as additional insureds HIP Transaction Services, LLC;
Osgood RT--125 Project, LLC;Hillwood Enterprises, L.P.; Hillwood Development Company, LLC;
Amazon.com Services, LLC;Wells Fargo Trust Company, National Association, as Trustee of the Project
Andover(North Andover, MA)(Senior Note)CTL Pass Through Trust;Wells Fargo Trust Company,
National Association, as Trustee of the Project Andover(North Andover, MA)(Subordinated Note)Lease-
Sacked Pass Through Trust;and each of their partners,officers,directors, members,owners, agents,
employees and Lenders(collectively,the"Insured Parties"). Additional insured status will be provided for
both ongoing and products/completed operations coverage using ISO 2010 0704 and CO 2033 0413,or
equivalent,endorsements.
# PRIMARY COVERAGE
The coverage afforded the additional insureds shall be primary insurance. If any additional insureds have
other insurance applicable to the loss,such other insurance shall be on an excess or contingent basis and
shall apply only to such additional insureds.
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