HomeMy WebLinkAboutCoastal Engineering Company Exhibit A 6/19/14 4� r
COASTAL . ., .-- 1
ENGINEERING AUTHORIZATION FOR.
COMPANY,INC. TECHNICAL
2d0 Cranberry Highway,Orleans,MA 02653 SERVICES
508.255.6511 a Fax$08.255.670o• s xastalengineeringcornpany.corn
To: Linear Retail Yarmouth#i LLC Date: 06/19/14 Project No. P140619.10
do Gall MoNiece
5 Burlington Woods Drive,S.107 Project: SeptiTech Wastewater Treatment System
Burlington,MA D1803 Operation&Maintenance
Location: Units C-H
T: 781-202-3543 or 781-273-5665 484 Station Avenue
E: gmcniece@linearreta€i.com South Yarmouth,MA
Assessors Map 97,Parcel 22
As requested,COASTAL ENGINEERING will perform the Fixed Fee: Sea Attachment 2
following services relating 10 the referenced project.
Contract Duration:On-going
SCOPE OF SERVICES:
Coastal Engineering Co.,Inc.(CEC)will perform the services outlined in Attachment 1 regarding the Operation and
Maintenance of the SeptiTech Wastewater Treatment System for Units C-1-I,484 Station Avenue,South Yarmouth,MA,
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SUBJECT TO TERMS AND CONDITIONS ON AUTHORIZED FOR COASTAL ENGINEERING:
REVERSE SIDE j
- We are proceeding with services)noted as per your By: . t O!/t.3ri,. `tt
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- direction.immediate notification in writing is required Todd J.Paimafler
if you wish to alter this authorization. Program Coordinator
Z. Please execute this agreement authorizing us to Date: June 19,2014
proceed at the above fixed fee.
AUTHORIZED FOR CLIENT:
i This document will become our original agreement By:
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Title:
Acceptance of this agreement by signature authorizes
COASTAL ENGINEERING to proceed as described.This Date:
proposal expires in 90 days if not signed by both parties.
PLEASE SIGN AND RETURN ONE COPY
DAPROPOSALSVHOLDIWastewaterfi7S1201-1Lineari&1aUYarrnowhin-ArS 06- 44.doc
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EXHIBIT A I 2
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SCOPE OF SERVICES
See Attached— "Exhibit A"
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COMPENSATION
Payment(including tax')will be made twice annually no later than 30 days from the date ci the invoice,and
should be Invoiced as follows:
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July 2014—June 2017-IIMMIONiiVmonth
/11011-4 --TSP siitfict
July 2017—ongoing until terminated as provided herein illeiiiib/auerter
O,..11111 47/
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CC5391DOC/3
OPERATION AND MAINTENANCE
SCOPE OF SERVICES
The following is a summary of the scope of services to be provided by Coastal Engineering Co.,Inc.,Technical
Services Division(CEC),for the benefit of the Septilech Wastewater Treatment System owner
The treatment system shall be operated by a Certified Wastewater Plant Operator in accordance with the requirements of
257 CMR 2.00 and the Board of Certification of Operators of Wastewater Treatment Plants.The treatment system shall
also be operated in accordance with the conditions established by the Massachusetts Department of Environmental
Protection(DEP)under 310 CMR 15.000 Title 5 of the Massachusetts Environmental Code for Provisional Use and with
the local Board of Health.
EQUIPMENT MAINTENANCE •
1. Within design capacity and capability of the equipment,maintain the SeptiTech System for the benefit of Client
2. Certify and document all maintenance for the SeptiTech System.Maintenance reports will be provided on an annual
basis or by request of the Ghent.
3. Certify and document all repairs to the equipment.
4. Perform other services that are incidental to the services specified here including facilitating emergency repairs in the
most expeditious and cost effective manner at an additional cost as requested by Client.
5. Pump maintenance to be performed in accordance with manufacturers specifications by subcontractor and invoiced
by them directly to the client. '
SEPTITECH SYSTEM MAINTENANCE
1. Standard maintenance as follows:
a. Check general condition/appearance of SeptiTech System,inspect media and spray pattern
b. Run system and check the operation of recirculation pumps,pumpback pumps and discharge pumps.
c. Perform maintenance/cleaning of spray headers,media,and filter screen.
d. Field test effluent from sample tube.
e. Record the following discharge pump values from the controller mad-out: days runtime,hours runtime,seconds
runtime.
f. Check air intake muffler for obstructions and proper draw.
g. Record controller program version. •
h. Record controller firmware version.
1. Document O&M inspection findings on field report.
J. Notify owner of problems.
2. Maintenance frequency as follows:
a. Monthly Operation and Maintenance visits to perform standard SeptiTech system maintenance.
b. Check septic tank for solids accumulation quarterly.
3. Sampling frequency as follows:
a. Collect influent samples quarterly and have tested at a state-certified laboratory for. pH,BODs,TSS and Total
Nitrogen.
b. Collect effluent samples monthly and have tested at a state-certified laboratory for: pH,C-t3O05,TSS and Total
Nitrogen.
c. Total water usage will be recorded monthly_
4. Reporting:Prepare and submit summary reports to the DEP,the local Board of Health,and Barnstable County
Department of Health and Environment
NOTES:
'I. Coastal Engineering(CEC)will perform no procedures requiring confined space entry,
, 2. Services under this contract specifically do not Include or cover any responsibility for system malfunction
attributed to process design,equipment specified and/or installations as provided by others.
3. Client must provide access to all SeptiTech System components at time of quarterly O&M visit.
4. This service contract assumes permanent occupancy of the dwelling or facility.The Owner shall notify CEC if
occupancy becomes seasonal.
5. CEC will notify the appropriate authority of any event of electrical or mechanical failure within the treatment
system,or of any event which may adversely affect the performance of the treatment system.
6. in the event that the system alarm is activated and the system fails,the OWNER shall notify CEC who shall
notify the DEP and Board of Health within 24 hours. Corrective action shall be taken immediately.
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ATTACHMENT 2 •
COST OF SERVICES
1. The annual fixed fee costs for the services outlined in Attachment I shall be as follows:
Operation and Maintenance: .....,..
Sampling(includes laboratory fees): Offile00
Reporting: 00
Total:......... Yearly
Billed$111111P0 Monthly
2. Barnstable County Database Management Fee" $50.00
3. Services performed in addition to those noted, Including responding to alarms,will be invoiced at$111.11116per hour.
4. The cost for replacement equipment,supplies and process control chemicals will be invoiced at our cost plus
surcharge in accordance with our Standard Conditions for Engagement(copy attached).
5. Additional sampling and testing, if required,will be invoiced at time and expense,in accordance with our standard
rates.
In the event that state or local regulatory bodies change sampling requirements.and/or Operation and Maintenance
requirements,the cost estimate will be revised to reflect these changes.
Barnstable County assesses an annual database management fee of$50.00 for each wastewater treatment
management system in Barnstable County. Each July the County sends an assessment notice to Coastal
Engineering Company,Inc.,for the systems operated by Coastal. Coastal Engineering pays the fee for the system
owner and'includes a$50.00 charge for this fee on your next invoice as a reimbursable expense.
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SERVICES AGREEMENT
THIS SERVICES AGREEMENT is made and entered into as of this 125th1 day of[JULY1,20[141,by and
between KeyPoint Partners, LLC ("Manager"), a Massachusetts limited liability company,as agent for LINEAR
RETAIL YARMOUTH #1, LLC the owner ("Owner") of the Property (as defined below), and COASTAL
ENGINEERING COMPANY INC,("Contractor").
BACKGROUND:
Manager has been retained as Owner's duly authorized agent to manage the property owned by Owner
ocated at 474-484 Station Ave. Yarmouth, MA aka Yarmouth Commons(the "Property") and contract for
such services on behalf of Owner as necessary to so manage and maintain the Property.
Contractor is engaged in the business of OPERATION AND MAINTENANCE OF SEPTITECH
WATERWATER TREATMENT SYSTEM and desires to perform services as an independent contractor at the
Property,and Manager desires to have Contractor perform such services at the Property on behalf of Owner.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Manager and Contractor hereby agree as follows:
1. Services. Manager,as agent for and on behalf of Owner,hereby engages Contractor to provide
all necessary and appropriate labor, material and equipment to perform the following services at the Property:
as set forth on Exhibit A attached hereto(the"Services"). Contractor hereby accepts such engagement and
agrees to diligently perform the Services in a prompt,good and first-class workmanlike manner, using new,first
class materials in connection therewith.
2. Independent Contractor. Manager and Contractor are not to be considered joint venturers or
partners, or one as the agent of the other. In taking any action under this Agreement, Manager shall be acting
only as agent for Owner,and the relationship of Manager(and Owner)to Contractor Is and at aft times hereafter
shall remain solely that of an independent contractor, and nothing herein shall be deemed to create any other
relationship between them, nor shall Contractor at any time during the term of this Agreement be considered a
direct employee of Manager or Owner. Neither party shall have the power to legally bind or obligate the other,
nor shall either party be liable for debts incurred by the other.
3, Contractor's Compensation. As compensation for performing the Services, Owner (by and
through its agent,Manager)shall pay Contractor per Exhibit A attached hereto. No extra work or changes to
the Services that would increase the compensation due Contractor or decrease the Services or
Contractor's obligations hereunder shall be recognized or paid unless first authorized in writing by
Manager. Neither Owner nor Manager shall be obligated to make any payment hereunder if(a)Contractor is in
default of any of its obligations hereunder beyond any applicable notice or cure period provided herein, (b) any
part of such payment is attributable to any Services that are defective or not performed as required hereunder,
(c)Contractor has failed to make payments promptly to Contractors'subcontractors or for material or labor used •
in providing the Services;or(d)a lien or attachment is filed against the Property relating to or arising from the
Services and not discharged or bonded as required hereunder. Manager reserves the right to make any
payment (or portion thereof) of the compensation due hereunder payable jointly to Contractor and its
subcontractor or supplier, if applicable,or directly to such subcontractor or supplier in the event of a dispute or
default hereunder.
4. Term. The term of this Agreement (the "Term") shall commence on July 25, 2014 (the
"Commencement Date"),and shall continue,until terminated as provided herein.
5. Contractor's Personnel. Contractor shall employ sufficient qualified personnel to properly, fully and
timely perform the Services as contemplated hereunder, Contractor shall not employ personnel, or use any
means, materials or equipment which may cause strikes, work stoppages or any disturbances by workers
employed by Contractor,Manager,Owner or any other contractor in connection with work being performed at the
Property. Manager reserves the right to dismiss any of Contractor's personnel used at the Property for any(or
no) reason in which event Contractor shall promptly replace such personnel. Contractor shall, at Contractor's
sole cost and expense,fully comply with all applicable laws, ordinances,codes, rules and regulations,including
without limitation, those having to do with worker's compensation, social security, unemployment insurance,
hours of labor, wages, working conditions, and other employer-employee related subjects. Contractor
represents and warrants that it is and will continue to be Equal Opportunity Employer and shall comply with
the terms and conditions of Exhibit C and Exhibit D. Contractor agrees to work in harmony with all other
contractors and trades on or about the Property.
6. Safety Precautions. Contractor agrees to initiate and maintain at its sole cost and expense all
reasonable, necessary and appropriate precautions for the safety of and prevention of injury(including,without
limitation, all the applicable requirements of the Occupational Safety and Health Administration "OSHA") to all
tenants,occupants and invitees at the Property,all employees, agents and contractors of Owner and Manager,
and all of Contractor's employees and those of its subcontractors,and the prevention of damage to the Property
(and all furniture,fixtures, equipment and improvements thereto) and to ail materials and equipment used in
providing the Services,the work of other contractors and all other property in or about the Property,including but
not limited to the terms and conditions of Exhibit E and Exhibit F. Contractor shall be solely responsible for
compliance with any "right to know" laws relating to notice to employees and others concerning hazardous
substances to which they could be exposed in the course of the Services,including the labeling of such materials
and the filing of necessary reports relating thereto.
7. Taxes. Contractor agrees to pay all occupation, payroll, social security, unemployment and
similar taxes, workers compensation insurance, disability benefits, pensions, hospitalization, retirement plans
and group insurance, uniforms, and use and sales taxes due in respect of the work, labor, materials and
equipment performed or provided in connection with this Agreement. If Contractor fails to perform hereunder,
Manager may,at its option, pay or reserve for payment of such taxes and-contributions and deduct the amount
paid or reserve from payment due or to become due to Contractor hereunder.
8. Familiarity with Property. Contractor acknowledges and agrees that it has inspected(or has had
the right to inspect)the Property(or all of the relevant portions thereof applicable to the Services)and is familiar
with the condition thereof and that the Property,in its"As-Is""Where-Is"condition,is suitable for the provision of
the Services as provided herein,without any representation or warranty, express or implied, as to the condition
or fitness thereof and Contractor and Manager acknowledge and agree that neither Owner nor Manager shall
have any obligation to perform any work or improvements to the Property in connection with this Agreement and
Contractor's provision of the Services hereunder except as expressly provided herein.
9. Consulting and Advising. During the Term hereof,Contractor shall from time to time and upon
request,consult with, advise and cooperate with Manager regarding the Services to be provided by Contractor
hereunder,and otherwise provide Manager with the benefit of Contractor's expertise.
10. Notification of Injury or Damage. Contractor shall notify Manager immediately of any personal
Injury or property damage, or potentially dangerous conditions (including,by way of example and not limitation,
damage to pavement, sidewalks or public areas or other potential hazard or safety concern), occurring or
present at or about the Property of which Contractor is or becomes aware and shall immediately forward to
Manager any summons, subpoena or other like legal document served upon Contractor relating to actual or
alleged potential liability of Contractor or Manager(or Owner)relating fo the Services or the Property. Contractor
shall additionally notify Manager immediately of any fire, accident or other casualty, governmental order, lawsuit
or threat thereat involving the Property of which Contractor is or becomes aware, and any violations at the
Property of any governmental laws,rules,regulations,ordinances,or like provisions.
11. Compliance.
(a) Notwithstanding anything to the contrary heroin contained,Contractor shall perform the Services in
compliance with all applicable laws, ordinances, codes, rules and regulations of all authorities having
jurisdiction over Contractor, the Services provided herein or the Property (including, without limitation,
OSHA)and the requirements of all insurance companies providing the insurance required by Paragraph
12 hereof. In the event that the performance of the Services would involve any violation of the foregoing
and Contractor fails to notify Manager of such violation or potential violation before commencing the
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rf'c393DOC/3
Services, then Contractor shall immediately avoid and/or cure such violation at Contractors sole cost
and expense and to Manager's satisfaction.
(b) Contractor shall conduct its activities at, on or about the Property,and shall ensure that its
employees, subcontractors and agents conduct their activities at, on or about the Property, in
accordance with Manager's reasonable rules and regulations established from time to time, including,
without limitation, Manager's rules and regulations regarding security of the Property and its occupants.
Contractor's employees and subcontractors shall, at Manager's option, be subject to administrative
supervision by Manager in their work at the Property but Contractor shall be responsible for the means
and methods of performing the Services.
(c) Contractor shall be responsible for obtaining and maintaining any and all necessary permits,licenses
and approvals for necessary or appropriate in the provision and performance of the Services including
obtaining, by way of example and not limitation, a rigger's license or permit for the operation of any
special equipment relating thereto.
(d) Contractor shall conduct its activities at, on or about the Property, and shall ensure that its
employees,subcontractors and agents conduct their activities at,on or about the Property,in such a way
so as to not interfere with or disrupt the use and occupancy of the Property by any of the tenants,
occupants or invitees. Contractor shall maintain a reasonably clean work area, particularly in any
common areas of the Property. Contractor shail not have the right to shut down, interrupt,interfere with
or otherwise affect any of the utilities, services or amenities of the Property without obtaining in each
instance Manager prior approval and then only upon the notification to Manager prior thereto.
12. Insurance. Prior to entering onto the Property or commencing performance of the Services,
Contractor agrees to obtain and maintain during the Term of this Agreement insurance for the coverages,in the
amounts and pursuant to the.conditions set forth on Exhibit B attached hereto and incorporated herein by
reference thereto. Upon'Manager's reasonable request fromtime to time Contractor shall obtain additional
insurance coverage(s).
13. No Liens;Waiver of Liens. The filing of any lien or encumbrance on or against the Property or
the title thereof shall constitute a default hereunder. Contractor agrees immediately to discharge (either by
payment or by the filing of a bond satisfactory to Manager and Owner)any mechanics', materialmen's or other
lien or encumbrance against the Property and/or Owner's interest therein, which lien may arise out of this
Agreement. If Contractor shall fail to so discharge such lien or encumbrance then,in addition to any other right
or remedy of Manager (or Owner), Manager may, but shall not be obligated to, discharge same (either by
payment or by filing of the necessary bond or otherwise) and any amount paid by Manager for any of the
aforesaid purposes, and all actual and legal and other expenses incurred by Manager, including actual counsel
fees,in or about procuring the discharge of such lien,together with all necessary disbursements in connection
therewith,shall be repaid by Contractor to Manager on demand. Any unpaid amounts due to Manager under this
Agreement may be set off against any amount(s)owed to Contractor hereunder. Contractor hereby indemnifies
and holds Manager and Owner harmless from and against any liens and encumbrances.Contractor does hereby
fully and completely waive and release for itself,and for all of its laborers,subcontractors,and rnaterialmen,their
respective heirs, successors and assigns any and,all claim of,or right to,any mechanic's lien or claim for lien,
under the statutes of the COMMONWEALTH OF MASSACHUSETrS against,or with respect to the real estate
underlying the Property(or improvements thereon)and Contractor agrees to take such further steps necessary
to confirm and ensure same. The;provisions of this Paragraph 13 shall survive the expiration or any earlier
termination of this Agreement.
14. Termination. Manager shall have the right to terminate this.Agreement:
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(a) Immediately, upon written notice to contractor in the event of Contractors fraud, negligence, non-
performance,or willful misconduct in the performance of its obligations hereunder; l
(b) Immediately, upon the damage or destruction of the Property by fire or other casualty which shall
impair the performance or utility of the Services;or
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(c) Upon not: less than thirty (30)days written notice to Contractor for anyother(or no) reason at an
P y y
time.
(d) Immediately,°upon the sale of the Property.
Contractor shall have the right to terminate this Agreement upon not less than thirty (30) days written
notice to Landlord for any(or no)reason at any time.
15. Indemnity. Contractor shall indemnify,defend and hold harmless Manager and Owner,and their E "'
respective affiliates, members,managers,officers,directors, shareholders,partners,trustees, beneficial owners,
agents, representatives,servants and employees,from and against all claims,suits,losses,liabilities,damages,
demands, costs and expenses on account of death, injuries, damage or loss to persons (including, without
limitation,employees of Contractor and its subcontractors)or property,in any way arising from or connected with
Contractor's(or its employee's,subcontractor's,agent's, representative's or servant's)entry onto the Property or
performance(or attempted performance)of the Seabees,or otherwise caused by,incident to,or arising directly
or indirectly out of(a)the performance of this Agreement by Contractor,any subcontractor of Contractor,anyone
directly or indirectly employed by any of them or anyone for whose acts any of them may be liable,or(b)any act,
omission or negligence of Contractor,any subcontractor of Cont-actor,anyone directly or indirectly employed by
any of theta or anyone for whose acts any of them may be liable, or(c)the violation of any statute, ordinance,
code or regulation (including,without limitation,all claims under any structural work law or law imposing liability
on account of any use of scaffolds, hoists, cranes, ladders, supports or similar devices) by Contractor, any
subcontractor of Contractor,anyone directly or indirectly employed by any of them or anyone for whose acts any
of them may be liable,or(d)any breach or default by Contractor under this Agreement Contractor shall pay all
expenses incurred or paid by Manager and/or Owner on account of being charged with any such indemnified
matters, including without limitation, attorneys' fees and court costs in the preparation and conduct of any
defense and appeals in connection with such charges, whether or not such charges involve any charge of
negligence on the part of Owner or Manager, or its employees, servants and agents. The provisions of this
Paragraph 15 shall survive the expiration or any earlier termination of this Agreement
16. Contractor's Authority. As an inducement to Manager to enter into this Agreement and to
perform its obligations hereunder,Contractor hereby represents and warrants to Manager that.Contractor has full
right,power and authority to execute and deliver this Agreement and this Agreement has been executed and
delivered by a duly authorized officer of Contractor and is valid, binding and enforceable against Contractor in
accordance with its terms.
17. Notices. All notices or demands given hereunder shall be in writing,and shall be given by hand
or by registered or certified mail,return receipt requested,postage prepaid,or by nationally recognized overnight
courier,addressed as follows:
If to Contractor COASTAL ENGINEERING COMPANY INC.
Address: ztoo Cran6et-r"y N-t9Aw&y
orf 'RNs, s414 oaVs1
Phone: Srb 2Sfi- (O5-IL
Fax: SO2 2sS• 670
Email: ^petttma tN@cecectpecdo(•cor^-k
Emergency Contract information:
meld tw+cti-k►^
)adt,dt ichrotivtcz
If to Manager. LINEAR RETAIL YARMOUTH#1,LLC
c/o keyPoint Partners, LLC
One Burlington Woods Drive
Burlington,MA 01803
Attn: Property Management
Phone: 781273,5555
Fax: 781.272.8408
24-Hour Emergency: 800.895.0731
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Any such notice shall be deemed received the earlier of (i) two (2) days after the mailing of such notice in
accordance with the terms and provisions and to the address above,(ii)the date on which notice is delivered by
hand (or refused)to the address and to the attention provided above or(ii)the date on which notice is delivered
by nationally recognized overnight courier(or refused)to the address and to the attention provided above,
18. Miscellaneous.
(a) Any failure by Manager or Contractor at any time or from time to time to enforce or require the strict
keeping and performance of any of the terms and conditions of this Agreement shall not affect or impair •
such terms or conditions in any way,or the right of Manager or Contractor at any time to avail itself of _.
such terms and conditions and any rights and remedies as it may have for any breach or breaches of
such terms or conditions. ;
(b) This Agreement constitutes the entire,agreement of the parties with respect to the subject matter
hereof, and there are no prior or contemporaneous oral or written representations, promises or
agreements not expressly referred to herein. No amendment,modification, or change to the provisions
of this Agreement shall be effective unless made in writing and signed by the parties hereto.
(c) Contractor may not assign its rights,duties and obligations under this Agreement without the prior ,
written consent of Manager,which consent may be withheld for any or no reason. Manager may assign
its rights, duties and obligations under this Agreement to an entity acquiring Manager's rights under
• Manager's management agreement with Owner or to Owner. No permitted assignment under this
Subparagraph 18(c) shall relieve the assignor of its duties and obligations under this Agreement prior to
the effective date of such assignment. Subject to the foregoing,this Agreement and every provision
hereof shall bind, apply to and inure to the benefit of Manager and Owner, on the one hand, and
Contractor,on the other,and their respective permitted successors.
(d) The Contractor shall ensure that all aspects of the Services shall not damage, hinder, interrupt or
impede any fire alarm,fire suppression, security or other life-safety systems at the Property and shall
integrate any aspects of the Services that interface with any such system in accordance with Manager's
(or its contractor's)direction.
(e) Paragraph headings are included solely for convenience, are not to be considered part of this
Agreement and are not intended to modify,explain or be a full or accurate description of the contents of
any paragraph or provision of this Agreement.
(f) No creditor of Manager or Contractor shall have any rights,whether as a third-party beneficiary or
otherwise,by reason of any of the provisions of this Agreement.
(g) This Agreement shall be governed and construed in all respects by the laws of the
COMMONWEALTH OF MASSACHUSETTS
(h) The invalidity, illegality or unenforceability of any provision of this Agreement will riot affect any other
provisions of this Agreement,which shall be construed as it the invalid,illegal or unenforceable provision
never had been included.
(i) Ali books,records,accounts,information,and data relating to the Property belongs to the Owner and
shall not be released to any third party without the Owner's prior written consent. •
(j) Whenever there is any conflict between the provisions of this Agreement and any exhibit attached
hereto,the provisions of this Agreement are paramount and the exhibits shall be construed accordingly.
(k) The terms and provisions of exhibit A, Exhibit 8,Exhibit C, Exhibit D, Exhibit E, Exhibit F and
attached hereto are hereby incorporated herein by reference thereto.
(l) Contractor agrees that all vehicles, property, equipment, signs, merchandise, supplies, and other
property of Contractor and any of its respective employees, contractors, agents or invitees in, on or
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about the Property shall be at Contractor's sole risk and hazard,and Contractor,as a material part of the •
consideration to Manager hereunder, hereby releases Manager and Owner (and their respective
affiliates,members, managers,officers,directors,shareholders, partners,trustees, beneficial owners,
agents, representatives, servants and employees) from responsibility for, waives Its entire claim of
recovery for and assumes an risk of damage relating thereto,unless due to the gross negligence and/or
willful misconduct of Manager. This provision shall survive any termination of this Agreement.
(m) Contractor acknowledges that neither Manager nor Owner shall have the obligation to provide guard
service or other security measures for the benefit of Contractor,and neither Manager nor Owner shall
have any liability to Contractor due to its failure to provide such services. Contractor assumes all
•
responsibility for the protection of Contractor, Its agents,employees,contractors and invitees and the
property thereof,including any equipment which may be left overnight on the Property(only with the prior
written permission of Manager). Nothing herein contained shall prevent Manager,al Manager's sole
option, from implementing security measures for the Property or any part thereof, in which event
Contractor shall reasonably comply with such security measures, and to the maximum extent
permissible by law, neither Manager nor Owner shall have no liability to Contractor and its agents,
employees,contractors and invitees therefor.
IN WITNESS WHEREOF,Manager and Contractor have caused this Agreement to be executed as of the day
and year first above written.
Manager
KeyPoint Partners, LLC, a Massachusetts limited
liability company, as disclosed agent for Owner, and
not individually
By: 41/1.1a
Name: VANESS AMASHITA
Title: VP Property and Asset Management
Date: fLit
Contractor:
COASTAL ENGINEERING COMPANY INC.
'12411vliffitif
BY: Te.oziT,
Name: Toop
t 4", PothttiVfl'ir:
Title: techaicAt sevwles DIOS/ell
esarotin Atkra•-
Date: 812.211q
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cCS395D°C,5