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HomeMy WebLinkAboutC04-334 Weston Solutions, Inc.cap-may- ~a Weston Solutions, Inc. ® Suite 810 143 Union Boulevard Lakewood, Colorado 8022 _ ~ , 303-729-6100 • Fax 303- ® www.westonsolutions.co Mr. Raymond Merry, Director Eagle County Department of Environmental Health Old Courthouse Building P.O. Box 179 Eagle, Colorado 81631-0179 8-1824 729-6101 m 15 October 2004 Subject: Revised Proposal for Additional Site Characterization and Preparation and Submittal of a Corrective Action Plan Modification Eagle County Road and Bridge Yard Facility, 165 West Sopris Drive, Basalt, Eagle County, Colorado Weston Solutions, Inc. (Weston®) Opportunity No.: 30725 Dear Mr. Merry: Pursuant to the State of Colorado Department of Labor and Employment Division of Oil and Public Safety's (OPS} Request for a Corrective Action Plan Modification dated 11 August 2004 and the Conditional Approval of Corrective Action Plan Modification Extension dated 6 October 2004, Weston has prepared this proposal for Eagle County in order to address the six itemized requirements presented in the OPS letter. The letters are included as an attachment for reference purposes. This proposal also includes the cost for completing and submitting a modified Corrective Action Plan (CAP) to OPS in accordance with the Petroleum Storage Tank Owner/Operator Guidance Document. Site Location and Description The site is located at 165 West Sopris Avenue in Basalt, Colorado, in the northwest quarter of the southeast quarter of Section 7, Township 8 South, Range 86 West. The site is bounded on the north, east, and south by residential single-family homes and on the west by a duplex and a trailer park. The site consists of approximately 0.20-acre of land. There is no restriction to the site. The property has one improved structure used as a maintenance and storage facility for Eagle County's Road and Bridge fleet vehicles. The building on the property is constructed of wood frame and ribbed aluminum sheet panels and has a 4-inch concrete floor. Two underground storage tanks (USTs) were located on the south side of the property. The USTs were both of 564-gallon capacity P.\EAGLE_06668\proposal\r&bCAP Proposal.doc ~~ ~~ Mr. Raymond Merry Eagle County Dept. of Env. Health - 2 - 15 October 2004 and were positioned end-to-end in an east-west orientation. Both tanks reportedly contained gasoline. Site Background During sewer line construction work performed on 1 July 1996, soil suspected to be impacted with petroleum contamination was discovered south of the former USTs location. Eagle County's Environmental Health Department was notified of the suspected contamination. A soil sample was collected and submitted for analysis of total extractable petroleum hydrocarbons (TEPH), total volatile hydrocarbons (TVH} and volatile organic compounds (VOC) using the appropriate methods. The analytical results were received by Eagle County and Weston on 9 July 1996 and indicated that soils were impacted with petroleum contamination. Pursuant to state regulations, Eagle County took immediate initial abatement actions to prevent further releases to the environment in the event the UST system was the source. All fluids were removed from the USTs on 1 July 1996 and all potentially impacted soil removed during the sewer line excavation activities were stockpiled under plastic sheeting and were disposed off-site at the Eagle County landfill. The tanks were exposed and removed on 30 July 1996 by Parker Excavating (Parker) of Pueblo, Colorado under the supervision of Weston. During the tank removals, stained soil was observed around the fill pipes of both tanks. Stained soil removed during the excavation was separated from non-stained soil and placed on visqueen to minimize further contamination and to reduce the amount of soil for disposal. Both tanks were then transferred to Newell Recycling of Colorado Springs, Colorado, for processing as scrap metal. Soil in the excavation area generally consisted of silty sand. Neither artificial fill nor bedrock was encountered during the excavation. The extent of the excavation encompassed an area of 11 feet wide by 22 feet long and approximately 10 feet deep. Three confirmatory soil samples were collected from the base of the tanks to evaluate contaminant concentrations remaining in the excavation. In addition to the three samples collected at the base of the excavation, six additional soil samples were collected from the floor and walls of the excavation to further characterize the site conditions. Approximately 4-inches of groundwater accumulated in the bottom of the excavation after confirmatory soil samples were collected; therefore, a groundwater sample was also collected. No free product was encountered. Analytical results indicated that petroleum-impacted soil remained in the subsurface, but groundwater within the excavation was not impacted above regulatory limits. Four borings were drilled at the site on 21 October 1996 to facilitate subsurface soil sampling (to determine extent of impacted soil) and to install a groundwater monitoring network consisting of three monitoring wells. P:\Eagle_06668\013_001\CAP Proposal.doc ~~ Mr. Raymond Merry Eagle County Dept. of Env. Health - 3 - 15 October 2004 Groundwater samples were collected on 23 October 1996 from the three newly installed monitoring wells. Quarterly sampling continued through November 1998. Semi-annual sampling began in 1999, beginning with the May 1999 event and terminating with the November 1999 event. Annual monitoring events were conducted in 2000 and 2004. During the most recent groundwater sampling event conducted on 15 Apri12004, groundwater was reported above the Colorado Department of Public Health and Environment's Maximum Contaminant Limits for benzene (5 micrograms per liter [µg2]) in well B-96-3 at a concentration of 575 µg/L. Proposed Work Scope This proposal is being submitted in response to the request from the OPS to Eagle County Road and Bridge (11 August 2004 and 6 October 2004) for additional site investigation and submittal of a modified CAP. Under this proposed work scope, Weston will: 1) define the extent of impacted soil and groundwater; 2) perform slug tests in order to characterize subsurface hydrogeologic conditions; 3) implement a quarterly groundwater sampling program; and, 4) preparation and submittal of a modified CAP. Task 1: Define Extent of Impacts During the additional site characterization activities, the extent of contamination associated with the former USTs must be defined in both soil and groundwater. Up to six soil borings will be installed on and off the site property. The objective of the soil borings is to further define the horizontal and vertical extent of contamination exceeding the OPS Tier I screening levels in order to prepare an effective remedial plan and an accurate remediation cost. Each boring will be continuously sampled from surface to total depth and will terminate at the local water table, which is anticipated to be approximately seven feet below ground surface (ft bgs). Soils will be screened with a photoionization detector (PID) in order to detect the presence of organic vapors, which can be an indicator of contamination. Soil from the interval representing the highest PID reading will be containerized and submitted to an analytical laboratory for analysis of BTEX, TVH, and methyl tert-butyl ether (MTBE). Should total petroleum hydrocarbon (TPH) concentrations exceed 500 milligrams per kilogram, OPS regulations require that a polynuclear aromatic hydrocarbons (PAH) analysis be performed. If there is no odor, staining, or significant PID readings for a boring, then the soil immediately above the water table will be collected and submitted for analysis. Additionally, one or more samples will be collected above or below intervals which exhibit hydrocarbon impacts to delineate extent of impacted soil vertically. According to OPS guidelines, all samples collected are required to be analyzed for BTEX and TPH in the appropriate range of the source product. P:\Eagle_06668\013_001\CAP Proposal doc ~~ Mr. Raymond Merry Eagle County Dept. of Env. Health - 4 - 15 October 2004 Weston will install up to two groundwater monitoring wells. The locations for these wells will be base on field observations of the soil borings including lithology, soil staining, and hydrocarbon odor. However, one of the well locations will satisfy the first part of item No. 3 of the OPS letter. The monitoring wells will be constructed of 2-inch diameter, Schedule 40 polyvinyl chloride (PVC) casing with flush-threaded joints. The screened interval will consist of a 10-foot section of 0.01-inch machine-slotted PVC with a threaded end cap. The slotted screen will be positioned to accommodate anticipated seasonal fluctuations of the water table. The annulus of each well will be backfilled with 10-20 washed silica sand to a level above the top of the screen. A bentonite seal will be placed on top of the filter pack and hydrated. A traffic-rated steel well cover and a locking cap will be installed flush with the ground to protect the well. Following installation, each well will be developed to provide good hydraulic connection between the well bore and the monitored formation. At each well, a bailer will be used to surge and purge the well and to remove approximately 10 well casing volumes. Field parameters (dissolved oxygen [DO], pH, temperature, and conductivity) will be measured during development. The newly installed monitoring wells will be sampled immediately after development. Additionally, to complete the first quarterly monitoring event Weston will also collect groundwater samples from the three previously installed monitoring wells (B-96-1, B-96- 2, and B-96-3). Groundwater samples will be submitted for analysis of BTEX, TVH, and MTBE. Costs for the appropriate disposal of all investigation-derived waste have been included in this submittal. Prior to initiating any site work, as agreed Eagle County will provide Weston with a detailed, surveyed site map, drawn to the appropriate scale and with the features requested by OPS in the 11 August 2004 and 6 October 2004 letters. Task lA: Soil Vapor Sampling If the investigation determines that the impacted groundwater does not threaten any structures, soil vapor points will not be installed. If soil vapor points are deemed necessary, soil vapor monitoring points will be installed to evaluate the potential exposure from vapor intrusion associated with contaminated media. OPS regulations require monitoring points at varying depths within the source area and adjacent to the nearest downgradient structure that sets atop impacted media. Vapor samples will be collected via a vacuum pump and Tedlar bags. Vapor samples will be submitted of BTEX and TVH. P•\Eagle_06668\013_001\CAP Proposal.doc ~~ Mr. Raymond Merry Eagle County Dept. of Env. Health - 5 - 15 October 2004 Task 2: Slug Testing Slug tests will be performed in the on-site monitoring wells. Slug tests are used to measure the horizontal hydraulic conductivity in the vicinity of a single well. A slug test involves a slug of known volume being removed or introduced into a monitoring well. As water levels recover within the well, measurements of the water level over time are collected. Because these changes often occur very rapidly (especially in the early stages of the test), an electronic data logger with a downhole transducer is utilized to record the test results. The electronic data is then downloaded to a computer at the office and analysis is performed to obtain the hydraulic conductivity of the aquifer. This, in turn, aids in calculating the groundwater flow velocity beneath the site which becomes useful for performing fate and transport or risk assessment analyses. Task 3: Quarterly Sampling As required by OPS, Weston will complete quarterly groundwater sampling of all the site wells on behalf of Eagle County. Prior to sampling, fluid levels will be measured with an electronic sounding probe from each of the site monitoring wells. The depth to water measurements will be used to determine the volume of water in the wells and calculate the purge volume. Three well casing volumes will be purged from each well with a disposable PVC bailer. Groundwater quality measurements of DO, pH, temperature and conductivity will be taken to assure groundwater samples are collected from fresh aquifer water. Once samples are collected they will be stored and shipped in a cooler on ice at 4°C to assure preservation of volatile compounds. Proper chain-of-custody documentation will be used. Samples will be submitted for BTEX, TVH, and MTBE analyses. Soil vapor samples will be collected from up to six soil vapor monitoring points as part of the quarterly sampling events. Samples will be collected by the technique described above in Task lA. Samples will be analyzed for BTEX and TVH. Quarterly reports summarizing the monitoring efforts and results will be submitted to the regulatory agency. Any proposed modifications to the sampling frequency or list of analytes will be discussed in the reports. Task 4: CAP Preparation and Submittal Weston will complete a draft revised CAP in the required format to be submitted to Eagle County in order to provide an opportunity for review and comment prior to submittal to OPS. As requested by the OPS, Weston will include an Economic and Technical Feasibility (ETF) Summary in the CAP. Once any and all comments have been addressed, Weston will submit the required two copies to OPS and two copies to Eagle County by the required date of 11 October P:\Eagle_06668\013_001\CAP Proposal.doc ~~ Mr. Raymond Merry Eagle County Dept. of Env. Health - 6 - 15 October 2004 2004. The CAP must be implemented within 90 days of approval by OPS or in accordance with the schedule presented in the approved CAP. Adherence to the initial OPS Letters The work tasks presented above will address all of the requirements detailed by OPS in their 11 August 20041etter. Item No. 1 -defining the extent of impacted soil and groundwater -will be addressed by Weston's Task 1. Item No. 2 - developing a scaled site map -will be addressed by Eagle County personnel. Item No. 3 - installing a downgradient well and conducting soil vapor sampling (if necessary) - will be addressed by Weston's Task 1 and lA, respectively. Item No. 4 - implementing a quarterly groundwater monitoring program -will be addressed by Weston's Task 3. Item No. S -performing slug tests and calculating groundwater flow velocity -will be addressed by Weston's Task 2. Item No. 6 -data review and quarterly reporting -will be addressed in Weston's Task 2. Also, as requested by OPS, a modified CAP will be prepared and submitted by Weston on behalf of Eagle County. This work scope is covered under Weston's Task 4. To address the reuirements of the 6 October 2004 OPS letter, Weston will present field and analytical data and the site map to the OPS by 6 December 2004. Weston proposes to conduct the work scope as presented consisting of additional investigation activities, soil vapor sampling (if necessary), slug testing, first quarterly groundwater monitoring and CAP preparation and submittal for the lump sum amount of $26,000.00. Assumptions The cost estimate was derived from the assumptions presented in the Task descriptions and from the following assumptions which are incorporated into this proposal: • The water table is approximately 7 feet below the ground surface; P.\Eagle_06668\013_001\CAP Proposal doc ~~ Mr. Raymond Merry Eagle County Dept. of Env. Health - 7 - 15 October 2004 • Eagle County will arrange all access for the area including potential off-site properties and provide traffic control (if required); • Analytical results are based on a standard turnaround time; • All site work will be performed in Level D attire; • Soil vapor samples will exceed the OPS Tier I values. Further investigation of soil vapor is not included in the work scope; and, • Eagle County will conduct the site survey to include soil borings, monitoring wells and any pertinent site features including structures, property boundaries, utility corridors and exposure pathways and supply Weston with a scaled site map. P.\Eagle_06668\013_001\CAP Proposal.doc ~~ Mr. Raymond Merry Eagle County Dept. of Env. Health - 8 - 15 October 2004 A copy of Weston's General Terms and Conditions is attached. A signature line is provided below indicating acceptance of the proposed work scope. If you approve, please sign and fax the proposal back to me at 303-729-6101. Should you have any questions or require any additional information, please don't hesitate to contact me at 303-729-6152. Weston looks forward to the opportunity to work with you on this project. Sincerely, Bermf y~Noller, P.G. Project Manager Weston Solutions, Inc. Please indicate your approval of this work scope and associated cost by signing below Authorized by: On beha of Eagle ounty Date: ~/,~ ~~ ~~ Attachments cc: Brad Higgins (Road & Bridge) Jack Ingstad (County Administrator) Proposal File P \Eagle_06668\013_001\CAP Proposal.doc WESTON GENERAL TERMS AND CONDITIONS 1. Parties. References herein to WESTON mean the entity, division, affiliate or subsidiary corporation of WESTON SOLUTIONS, INC. (WESTON®) identified in the Proposal to which these General Terms and Conditions are attached or have been incorporated by reference therein. 2. Definitions. Agreement -The Agreement consists of the Contract Documents as described in Article 3 below. Access Agreements -All necessary approvals, permits, licenses, easements and consents that relate to or are necessary for performance of WESTON's services. Change Order - CLIENT's written request for services differing from the services described m the Scope of Work. Modification - A written amendment to the Agreement modifying the Scope of Work, the compensation and/or the terms and conditions of the Agreement signed by CLIENT and WESTON. Days - A day as used herein means a business day unless otherwise described. Project Records -Information in documentary, electronic medium or other form relating to performance of WESTON's obligations under this Agreement. Proposal -The letter or document, signed by WESTON, to which these Geueral Terms and Conditions are attached or made a part of and which sets forth WESTON's technical and/or cost proposal for the Work. Scope of Work or Work -The services and products WESTON has agreed in its Proposal to provide to CLIENT pursuant to this Agreement. Underground Facilities -Equipment and material beneath the ground surface including but not limited to buried or concealed pipes, tanks, cables, instruments, utilities, and other man-made objects which may affect or be affected by WESTON's servrces. 3. Contract Documents/Order of Precedence. The Contract Documents include Modifications, Proposal, WESTON General Terms and Conditions, Scope of Work, Special Terms and Conditions, Specifications and Drawings. In the event of any ambiguity, inconsistency, or conflict between or among the respective Contract Documents, the Contract Documents shall govern in the following descending order of precedence: (a) Modifications. - (b) Proposal (c) Special Terms and Conditions. (d) General Terms and Conditions (e) Scope of Work. (f) Specifications and Drawings In the event of any ambiguity and/or inconsistency between or among Contract Documents having the same caption, a later dated document will take precedence over an earlier dated document. 4. Chances. CLIENT, by Change Order furnished to WESTON, may request changes within the general scope of the Agreement in the Work to be performed. In order to be an effective request for such a change, any oral request for change in the Work must be confirmed in writing by a Change Order. If any such changes cause an increase in WESTON's costs and/or increase the time required for, or the nature of performance of the Agreement, WESTON shall so notify CLIENT within a reasonable time following receipt of the Change Order and an equitable adjustment in compensation shall be made through a Modification. WESTON shall have no obligation with respect to such changes, nor will WESTON be considered to be in default for failure or refusal to proceed with such changes until agreement on such cost or time impact has been incorporated into a signed Modification. In the event the Parties fail to agree upon an equitable adjustment to price or schedule resulting from changes sought by CLIENT in the Scope of Work, WESTON may at its sole option cease the Work without liability, or terminate or suspend this Agreement should WESTON determine that it would not be in its best interest to agree to such changes. 5. Excluded Services. CLIENT acknowledges that the services and/or products to be provided by WESTON under this Agreement include only those services and/or products that are expressly listed in the Scope of Work. WESTON shall have no responsibility to provide any services and/or products that are not expressly listed in the Scope of Work CLIENT has made its own determination that any services and/or products that are not listed in the Scope of Work are either unnecessary or will be obtained by CLIENT from sources other than WESTON. 6. Force Maieure. WESTON will not be responsible for delays, such as, but not limited to, those attributable to acts of God, acts of the CLIENT or third Parties, weather, intervention of public authorities, work stoppages, changes in applicable laws or regulations after the date of commencement of performance hereunder or any other acts or omissions or events which are beyond the reasonable control of WESTON. Costs and schedule commitments shall be subject to renegotiation for unreasonable delays caused by CLIENT'S or third Party's failure to provide specified facilities or information. The time for performance shall be equitably adjusted in the event WESTON is delayed in the performance of this Agreement by such causes and an equitable adjustment in compensation shall be made in accordance with the provisions of Article 4 hereof 7. Invoices. (A) Invoices will be submitted on WESTON's standard invoice format periodically (customarily on a monthly basis), and terms are net cash in U.S. dollars, due and payable upon CLIENT'S receipt of each invoice. (B) When the contract payment is based on a cost reimbursement, time and material, labor hour, or fixed rate schedule, the following provisions shall apply: (i) Where applicable, rental charges will be applied to the Project to cover the cost of pilot-scale facilities, equipment, apparatus, instrumentation or other technical machinery. When such charges are applicable, CLIENT will be advised at the start of an assignment, task or phase Analyses performed in WESTON's laboratories will be billed in accordance with the laboratory's standard billing practices unless specified otherwise in the Agreement. (ii) Reimbursable expenses shall include but are not limited to. travel and subsistence expenses of personnel (which may be charged on a per diem basis) when away from their home office on business directly or indirectly connected with the Project, identifiable communication, shipping, printing, and reproduction costs; subcontractors; identifiable drafting and stenographic supplies; computer time and software; and expendable materials and supplies purchased specifically for the Work. Costs incurred from third party vendors are billed by WESTON at the price stated on the vendor invoice, and do not reflect any subsequent rebate or similar payment that WESTON may receive based on volume purchasing, and/or other factors that are neither tied to a specific vendor invoice nor calculated at the time WESTON bills the CLIENT for the cost. A ten percent (10%) handling and administrative charge will be added to each reimbursable expense item (as more fully described in WESTON's Hourly Charge Rates, if applicable). When WESTON, after commencement of the Work, determines that specialized equipment is needed to perform the services, it will notify CLIENT of such requirement and purchase the equipment for CLIENT as a reimbursable expense. (iii) Invoices will be submitted on WESTON's standard invoice format which will state labor hours worked and total expenses, but will not include original documentation (such as time sheets and expense receipts). If additional detail or actual invoice documentation is requested by CLIENT, the labor and expenses associated with retrieval, gathering, sorting, highlighting, mailing and copying supporting documentation will be paid by CLIENT and will be billed to CLIENT on subsequent invoice(s). (C) When the method of contract payment is based on a fixed priceflump sum Agreement, invoices will be submitted based on the Page 1 of 5 WESTON GENERAL TERMS AND CONDITIONS (Continued) billing schedule proposed by WESTON and agreed to by the Parties. 8. Payments. Time is of the essence in the payment of invoices. Timely payment of invoices is a material part of the consideration of the Agreement and failure to pay invoices shall therefore constitute a materia] breach. Invoices not paid within thirty (30) calendar days of receipt by CLIENT are considered overdue and shall be subject to an interest charge at a rate equal to the greater of one and one-half percent (1-1/2%) per month on the overdue balance or the maximum charge permitted by applicable law. In addition, CLIENT agrees that WESTON may, after giving ten (10) days written notice to CLIENT, suspend services without liability until CLIENT has paid in full all undisputed amounts due WESTON on account of services rendered and expenses incurred, including interest on overdue invoices. Invoices shall not be subject to any discount. Invoice amounts in dispute hereunder shall not affect CLIENT's obligation to pay remaining invoke charges and CLIENT shall not offset or deduct from amounts payable hereunder any amounts for the purpose of satisfying any other claims CLIENT may have against WESTON under this or any other Agreement. 9. Payment of Invoices. CLIENT shall remit all invoices for more than twenty-five thousand dollars ($25,000 00) through electronic wire transfer of funds to WESTON's bank account, identified below Account Number: 94292-23574 ABA Number. O l 1900571 Swift BIC: FNBBUS33 (For International Accounts) CLIENT may remit payment of invoices for less than twenty- five thousand dollars ($25,000.00) to WESTON's lockbox account identified below: Weston Solutions, Inc. P. O. Box 538253 Atlanta, GA 30353-8253 10. (A) Termination for Default. Either Party ("Terminating Party") may terminate this Agreement, in writing, if the other Party ("Breaching Party") fails to fulfill rts obligations under the Agreement ("breaches") through no fault of the Terminating Party. In such event the Terminating Party may, after giving the Breaching Party an opportunity to cure (as described m the next sentence of this Article 10(A)), declare the Breaching Party in default by issuing a Declararion of Default and terminate the Agreement for cause. Before issuing such Declaration of Default, the Terminating Party shall advise the Breaching Party that a Declaration of Default is imminent by sending the Breaching Party a written notice ("Notice of Imminent Default") by registered or certified mail, return receipt requested, including a description of the conditions constituting breach of the Agreement and providing the Breaching Party a penod of rime of not less than five (5) days and not more than twenty (20) days within which to correct such conditions to the satisfaction of the Terminating Party In the event that the Breaching Party does not correct such conditions contained in the Notice of Imminent Default to the satisfacrion of the Terminating Party within the designated period of time, the Terminating Party may issue a Declaration of Default and terminate the Agreement effective on the date specified in the Declaration of Default (the "Effective Date"). Disputes arising under this Article, including final payment to WESTON, if unresolved amicably, shall proceed in accordance with Article 25 hereof. In the event this Agreement is terminated for default, the Parties shall comply with the Orderly Transfer of responsibility provisions contained in Article 10(C) below. (B) Termination/Suspension for Convenience of CLIENT. The Work may be terminated or suspended by CLIENT in accordance with this Article 10(B) when CLIENT determines that such termination or suspension is in CLIENT's best interests. Any such termination or suspension shall be instituted by delivery to WESTON of a written Notice of Termination/Suspension for Convenience specifying the Agreement is being terminated or suspended for the convenience of CLIENT and directing WESTON to cease the performance of services under the Agreement upon the date of WESTON's receipt of such notification (the "Effecrive Date"). After receipt of the Notice of Termination/Suspension for the Convenience of CLIENT, WESTON shall upon the Effective Date cease performing services under the Agreement and as soon as practicable thereafter, WESTON shall: (1) Terminate or suspend all orders and subcontracts to the extent that they relate to the performance of the Work terminated or suspended by the Notice of Termination/Suspension for Convenience. (2) Assign to CLIENT all of WESTON's rights, title and interest under the orders and subcontracts so terminated or suspended. (3) Transfer the responsibility for site management from WESTON to CLIENT in accordance with Article 10(C) below. (4) Submit to CLIENT and CLIENT shall pay WESTON's termination or suspension invoice including, but not necessarily limited to, the total of: (a) The cost and fees associated with such Work. (b) The cost of settling and paying claims ansmg out of the termination or suspension of Work under subcontracts or purchase orders. (c) Reasonable demobilization costs. (d) A reasonable allowance for profit (e) All costs incurred under Article 10(C) below. (C) Orderly Transfer of Responsibility. To the extent the Work involves WESTON-directed activity on site and the Work is terminated or suspended, whether for Convenience of CLIENT or for Default, the Parties hereto understand and agree that certain steps (hereinafter referred to as "Orderly Transfer") must be taken to properly implement the termination or suspension. CLIENT agrees that all costs of the Orderly Transfer will be borne by CLIENT. Upon notification of termination or suspension, WESTON will prepare a memorandum of Orderly Transfer, which will advise CLIENT of the steps necessary to shut down the job site or otherwise effect a transition. Upon completion of the Orderly Transfer, WESTON will provide written notification to CLIENT. Upon notification by WESTON, CLIENT agrees to accept alt responsibility for the Work and site, including but not limited to, continued maintenance and protection of the Work and site in accordance with all federal, state, and local laws and regulations In the event of termination or suspension of Work under this Agreement, whether for convenience, for default or as otherwise specifically permitted under this Agreement, CLIENT accepts full responsibility for continuing operations on the site and to the fullest extent permitted by law, CLIENT shall indemnify, hold harmless and defend WESTON and its agents and employees from and against any and all claims, liabilities, costs, losses, damages and expenses, including attorneys' fees and expenses, arising out of or resulting from srte maintenance, protection and operation of the site following the Orderly Transfer m accordance with this Article 10(C). 11. Health and Safety. WESTON has established and maintains a Health and Safety program for its employees. A copy of this Health and Safety plan is available for review upon request from CLIENT. WESTON specifically disclaims any authority or responsibility for general fob site safety and health and safety of persons who are not WESTON's employees. Unless otherwise specifically included in the Scope of Work, WESTON is not responsible for the work site safety or the safety of any persons on the project site other than WESTON's employees or subcontractors. 12. Standard of Care. When WESTON serves as the professional representative of CLIENT or provides any professional services to CLIENT under this Agreement, WESTON will endeavor to do so in accordance with generally accepted professional standards and practices as applied to similar projects performed under similar conditions prevailing in the community where services are rendered at the time such advice, consultation and/or services are provided by WESTON. The Parties intend that the duty owed by WESTON is solely for Page 2 of 5 WESTON GENERAL TERMS AND CONDITIONS (Continued) the benefit of the CLIENT and that there is no other Party contemplated to benefit from the Work performed hereunder. 13. Independent Contractor. Unless provided otherwise elsewhere in this Agreement, WESTON shall provide its services under this Agreement as an independent contractor and its employees shall not be considered to be employees of CLIENT in any respect or for any purpose whatsoever. 14. No Warranri/Guarantee. Estimates of cost, approvals, recommendations, opinions and decisions by WESTON are made on the basis of WESTON's experience, qualifications and professional judgment and are not nor should they be considered or construed as warranties or guarantees. WESTON MAKES NO WARRANTY OR GUARANTEE, EXPRESSED OR IMPLIED, REGARDING THE WORK TO BE PROVIDED UNDER THIS AGREEMENT. 15. Hazardous Materials. CLIENT bears full responsibility and liability for the creation, existence or presence of any toxic, hazardous, radioactive, infectious or other dangerous substances existing at the site at the time WESTON commences performance of services at the site. CLIENT recognizes that when it is known, assumed or suspected that hazardous materials exist on or beneath the surface of the site of the Project or within any structure thereon, certain sampling materials or residues, such as drill cuttings and drilling fluids or asbestos removed for sampling, should be handled as if hazardous or contaminated and CLIENT shall so notify WESTON and all appropriate federal, state and local public agencies in writing as required that such materials or residues may present a potential danger to the public health, safety and/or the environment. Accordingly, when sampling is included in the Scope of Work and when determined by WESTON m its sole discretion to be necessary based on WESTON's assessment of the degree of contamination, hazard and risk, WESTON will promptly inform CLIENT that containerization and labeling of wastes or residues will be performed WESTON will appropriately containerize and label such materials and will leave such containers on the site for proper and lawful removal, transport and disposal by CLIENT. The Parties do not intend for WESTON to take title to, control or have final authority with respect to the disposition of any hazardous substance or waste. Accordingly, WESTON will not be considered to be a generator, arcanger, Storer, transporter, operator or disposer of hazardous substances or wastes as a result of activities performed in connection with this Agreement. CLIENT shall select and arcange for lawful disposal of any hazardous substance, including but not limited to, samples obtained in connection with work under this Agreement WESTON may execute any manifests or forms in connection with such activity in the name of and on behalf of CLIENT. 16. Insurance. WESTON agrees to maintain, at its own expense, Worker's Compensation, Commercial General Liability, Automobile Liability, and Professional Liability insurances as follows. Tvaes of Insurance Limits of Liabiliri Worker's Compensation Statutory Worker's Compensation Employer's Liability $1,000,000 Employer's Liability Commercial General $1,000,000 each occurrence Liability $2,000.000 aggregate Automobile Liability $1,000,000 each accident or loss All vehicles including hired and non-owned Professional Liability $1,000,000 per single (including Pollution claim/aggregate Errors and Omissions) Contractor Pollution $1,000,000 per single Liability Insurance claim/aggregate WESTON will, upon request, furnish appropriate insurance certificates to CLIENT. WESTON agrees to indemnify CLIENT for the hazards covered by WESTON's insurance subject to the limitation of liability contained in Article 18. WESTON agrees to purchase such additional insurance as may be requested by CLIENT (if such insurance ~s available), provided the costs (including WESTON's administrative costs) for such additional insurance are reimbursed by CLIENT. 17. Indemniri. Subject to the Limitation of Liability contained in Article 18 of this Agreement, WESTON shall defend, indemnify and hold CLIENT harmless from liability for claims, liabilities, losses, costs, damages and expenses, including attorneys' fees and expenses, for bodily injuries or death, property loss or damage, caused solely by the negligent acts or omissions or willful misconduct of WESTON, provided that WESTON shall not be responsible for and CLIENT shall to the extent allowable by law, defend, indemnify and hold WESTON harmless from any such claims, liabilities, losses, costs, damages and expenses, including attomeys' fees and expenses, arising from the negligence, acts or omissions of CLIENT, or CLIENT'S agents, representatives or employees. Claims against WESTON under this Indemnity provision are considered disputes and shall be subject to Article 25 hereunder. 18. Limitation of Liability. Notwithstanding any other provision of these General Terms and Conditions, and unless a higher limit of liability is expressly provided elsewhere in this Agreement in a provision making specific reference to this Article 18, WESTON's total liability to CLIENT for any loss or damage from claims under, ansing out of or in connection with this Agreement from any cause, matter or event, including but not limited to WESTON's strict liability, breach of contract, tort or professional negligence, ercors or omissions and/or any other basis, shall not exceed the lesser of (a) the total amount paid by CLIENT to WESTON under this Agreement or (b) the proceeds, if any, available from WESTON's liability insurance as specified in Article 16 hereof. CLIENT hereby releases WESTON from any liability exceeding such limited amount. In no event shall either Party be liable to the other for special, indirect, punitive, incidental or consequential damages whether or not such damages were foreseeable at the time of the commencement of the Work. 19. WESTON Emnlovees. During the term of this Agreement and for a period of six (6) months after completion or termination of this Agreement, CLIENT shall not offer to employ or actually employ any WESTON employee assigned to the Work. CLIENT agrees that WESTON may utilize employees of any of WESTON's subsidiary companies and affiliates m the performance of this Agreement. 20 Site Conditions/Site Access. CLIENT will provide WESTON access to the site. Before the start of work, CLIENT shall provide WESTON or advise WESTON of the location of any and all existing environmental information, including but not limited to, studies, reports, laboratory analyses and underground facilities known to CLIENT or in CLIENT's possession or control or which it has reason to believe exist which may be pertinent to the Work. WESTON shall not be liable for damage, or bodily injury or death arising from damage, to subtercanean structures (e.g., pipes, tanks, cables, etc.) when such structures are not called to WESTON's attention and/or accurately shown on plans famished to WESTON by CLIENT in connection with the Work performed under this Agreement. CLIENT represents that it has obtained or will obtain permission on behalf of WESTON to enter all property required for inspection and performance of WESTON's services hereunder, including any access agreements, from all necessary Parties before start of the Work on such property. 21. Confidentiality. WESTON shall maintain as confidential and not disclose to others without CLIENT'S prior written consent, any information or documents obtained from CLIENT expressly designated by the CLIENT m writing to be "CONFIDENTIAL." The provisions of this Article shall not apply to information in any form which (a) ~s published or comes into the public domain, (b) is already known to or by the receiving Party, (c) is famished by or obtained from a third Party which is under no obligation to keep the information confidential, or (d) is required to be disclosed by law or pursuant to a court order or subpoena of a court, administrative agency or other authority with proper jurisdiction. Notwithstanding anything to the contrary set forth herein, it is understood by CLIENT that WESTON is or may be subject to certain legal and ethical considerations and obligations depending upon the nature and Scope of Work rendered hereunder which may require Page 3 of 5 WESTON GENERAL TERMS AND CONDITIONS (Continued) WESTON to disclose facts observed by WESTON to third Parties. In such event, WESTON shall advise CLIENT, but shall, subject to any legal or professional obligation as determined by WESTON's counsel to immediately disclose such facts, refrain from making any such disclosure until WESTON and CLIENT have conferred with respect to such facts. If for any reason the Parties are unable to confer or if WESTON believes on the advice of counsel that it must disclose such facts, WESTON shall notify CLIENT of its intention to disclose such information prior to actual disclosure to third Parties. Any such disclosure shall not be deemed a violation or breach of this Agreement and CLIENT agrees that WESTON shall be and is hereby released from any liability, claim or cause of action whatsoever with respect to such disclosure. CLIENT agrees that WESTON may use and publish CLIENT's name and a general description of WESTON's services with respect to the Work in describing WESTON's experience and qualifications to other clients and potential clients. WESTON's technical and pricing information contained in the Proposal or Agreement ~s considered confidential, proprietary information constituting a trade secret and is not to be disclosed or otherwise made available to third Parties without the prior wntten consent of WESTON. 22. Use of Project Records. All Project Records, including but not limited to, drawings and specifications, prepared or famished by WESTON (including WESTON's independent professional associates, consultants and subcontractors) pursuant to this Agreement are instruments of service regarding the Work. CLIENT may make and retain copies for information and reference in connection with the Work; however, Project Records are not intended or represented to be suitable for any use other than the use specified in the Contract Documents. Any reuse of Project Records without prior written verification or adaptation by WESTON for the specific purpose intended in this Agreement will be at CLIENT's sole risk and exposure and without liability or legal exposure to WESTON, or to WESTON's independent professional associates, consultants or subcontractors. CLIENT shall, to the extent allowable by law, indemnify, defend and hold harmless WESTON and WESTON's independent professional associates, consultants and subcontractors from and against any and all claims, liabilities, losses, costs, damages and expenses whatsoever, including attorneys' fees and expenses, arising out of or resulting from reuse of any such Project Records without WESTON's express, prior written approval of reuse. Any verification or adaptation agreed to by WESTON will entitle WESTON to compensation at rates to be agreed upon by CLIENT and WESTON at that time. 23 Records Retention. It is WESTON's practice and policy to retain Project Records including reports, drawings and correspondence developed during performance of the Agreement for a penod of three (3) years after project completion. Such records may be maintained on electronic or other media, as WESTON may deem appropriate. In the event CLIENT desires Project Records to be maintained for an additional period of time or in specific media, upon CLIENT's written request to WESTON, such records shall either (a) be delivered to CLIENT or (b) be retained by WESTON for additional period(s) of trine for a reasonable additional charge. 24. Services. It is understood and agreed that the Work performed and related products furnished to CLIENT under this Agreement are not subject to any provision of any Uniform Commercial Code. 25. Disautes. Unless the law provides a shorter limitations period (in which event that shorter limitations period shall apply), all disputes between the Parties arising out of or in connection with this Agreement must be brought within three (3) years of the commencement of the Work hereunder. All disputes between the Parties arising out of or m connection with this Agreement shall be resolved by submission to Mediation and Arbitration in Denver, CO or such other place as otherwise agreed in writing by the Parties as described below: (A) Mediation The Parties shall attempt m good faith to mediate each dispute and use their best efforts to reach agreement on the matters in dispute. Either Party may make written request for non-binding mediation, which shall specify in reasonable detail the facts of the dispute, and within ten (10) days from the date of delivery of the demand, the matter shall be submitted to Mediation in accordance with the American Arbitration Association Construction Industry Mediation Rules. The Mediator shall hear the matter and, if requested by the Parties, provide an informal opinion and advice, none of which shall be binding upon the Parties, but is expected by the Parties to help resolve the dispute. Said informal opinion and advice shall be submitted to the Parties within twenty (20) days following written request for same. The Mediator's fee shall be shared equally by the Parties. If the dispute has not been resolved within 120 days of submission of the request for Mediation, the matter shall then be submitted to Arbitration m accordance with Article 25(B) below: (B) Arbitration All claims, counterclaims, disputes and other matters in dispute between the Parties hereto arising out of or relating to this Agreement or the breach thereof not otherwise resolved in accordance with Article 25(A) hereof shall be decided by Arbitration in Denver, CO or such other places as otherwise agreed m accordance with the Construction Industry Arbitration Rules of the American Arbitration Associatwn then obtaining, subject to the limitations and restrictions stated in Article 25(B)(1) and Article 25(B)(2) below. This Agreement to so arbitrate and any other agreement or consent to arbitrate will be specifically enforceable under the prevailing arbitration law by any court having jurisdiction. (1) Notice of demand for arbitration must be filed in writing with the other Party or Parties to this Agreement and with the American Arbitration Association. The demand must be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event may the demand for Arbitration be made after the time when institution of legal or equitable proceedings, based on such claim, dispute or other matter in question, would be barred by this Agreement or by the applicable statute of limitations or statute of repose. (2) No arbitration arising out of or relating to this Agreement may include, by consolidation, joinder or in any other manner, any person or entity who is not a Party to this Agreement. (3) Only by written consent signed by all the Parties to this Agreement and containing a specific reference thereto, may the limitatwns and restrictions contained in Article 25(B)(1) and Article 25(B)(2) be waived in whole or in part as to any claim, counterclaim, dispute or other matter. (4) The award rendered by the arbitrators will be final, not subject to appeal, and judgment may be entered upon it in any court having jurisdiction thereof. (5) In the event of any disputes between the Parties to this Agreement the Arb~tntor shall award the prevailing party, in addition to all other appropriate relief, its reasonable costs and attorney's fees. 26. No Third Partv Beneficiary. WESTON's services are performed for the sole and exclusive benefit of CLIENT. This Agreement does not create, and is not intended to create, any right or benefit for anyone other than CLIENT and WESTON. 27. Sales and Use Tax. Pending a final ruling by appropriate tax authorities with respect to the imposition of a State Sales and Use Tax applicable to WESTON's professional services, CLIENT acknowledges that the obligation to pay sales and use tax, if ruled applicable to WESTON's services, is CLIENT'S obligation as purchaser CLIENT agrees to pay such sales and use tax and hereby releases, indemnifies and holds WESTON harmless from any and all claims related to sales and use tax as it applies to WESTON's professional services provided under this Agreement. 28. Severability/Savings. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any of the provisions hereof shall not affect the validity and enforceability of the other provisions hereof. If any provision of this Agreement ~s unenforceable, for any reason whatsoever, such provision shall be appropriately limited and given effect to the extent that it may be Page 4 of 5 WESTON GENERAL TERMS AND CONDITIONS (Continued) enforceable 29. Assignment. Neither Party shall assign, or otherwise transfer this Agreement or any rights or obligations hereunder to a subsidiary, successor, affiliate or any third Party, except as expressly provided herein, without the prior written consent of the other Party. Any attempted assignment will be null and void and without force and effect. Nothing hereunder shall prevent WESTON from employing such professional associates, subcontractors and consultants as WESTON deems appropriate to assist WESTON in the performance of services. 30. Litigation Services. CLIENT and WESTON agree that the Work performed hereunder may involve some form of legal process or proceedings during or after performance of the project Such legal process or proceedings may include production of records, forms of discovery such as depositions and interrogatories, filings and court testimony. CLIENT agrees that if WESTON is required to participate m or otherwise respond to such legal process or proceedings in which WESTON ~s not a Party, CLIENT shall compensate WESTON for its efforts in so doing, including but not limited to, expenses, labor, document reproduction costs, travel expenses, legal fees, etc., reasonably incurred in connection with its efforts in responding to such legal process or proceedings. 31 Governing Law. The interpretation and enforcement of this Agreement is to be governed by and construed m accordance with the laws of the State of Colorado. 32. Entire Agreement. This Agreement represents the entire and integrated Agreement between the Parties and supersedes all other prior negotiations, representations or agreements, either written or oral Any terms and conditions set forth in CLIENT'S purchase order, requisition, or other notice of authorization to proceed are inapplicable to the Work, except when specifically provided for in full on the face of such purchase order, requisition, or notice or authorization and speafically accepted in wasting by WESTON. WESTON's acknowledgment of receipt of any purchase order, requisition, notice or authorization or WESTON's performance of Work subsequent to receipt thereof does not constitute acceptance of any terms or conditions other than those set forth in this Agreement. © 1991,1995,1999, 2001, 2002, 2003 Weston Solutions, Inc. Page 5 of 5 Weston Solutions, Inc. TERMS AND CONDITIONS P•\EAGLE_06668\proposal\r&bCAP Proposal.doc Division of Oil and Public Safety REQUEST FOR A CORRECTIVE ACTION PLAN MODIFICATION P:\EAGLE_06668\proposal\r&bCAP Proposal doc f BILL OWENS oF~co~ DEPARTMENT OF LABOR AND EMPLOYMENT Governor yR' ~ Division of OII and Public Safety JEFFREY M. WELLS * * Remediation Section Executive Director ~ * TowP~', Suite 610 '" ~a7s ~` 1515 uapahoe Street RICHARD O. PIPER Denver, Colorado 80202-2117 Director of Oil and Public (303) 318-8500; Fax (303) 318-8546 Safety Website: http://oil.cdle.state.co.us August 11, 2004 VIA CERTIFIED MAIL #70031010000256444122 Return Receipt Requested RAYMOND MERRY EAGLE COUNTY ROAD & BRIDGE 712 CASTLE DRIVE EAGLE COLORADO 81631 Re: Request for a Corrective Action Plan (CAP) Modification for Eagle County, 165 West Sopris Drive, Basalt, Eagle County, Colorado. (Event ID 859) Dear Mr. Merry: The Division of Oil and Public Safety (OPS) has reviewed the groundwater monitoring report for the referenced site received May 5, 2004. The activities reported were performed in accordance with the CAP for the site approved by OPS on April 21, 2000. The CAP had been approved for groundwater monitoring. The approved CAP has been determined to no longer be appropriate for the site because the extent of soil and groundwater impact has not been defined and potential points of exposure have been constructed near the release since the CAP approval. Therefore, a modified CAP must be submitted, which includes the following: 1) Defining the extent of impact to soil and groundwater. 2) A scaled site map showing current site and surrounding properties features including utility corridors, surface materials, structures, etc. 3) A minimum of one groundwater monitoring well between the site and the nearest downgradient structure. Based on the presence of residential structures near the site, soil vapor sampling near these structures may be required. 4) A quarterly groundwater sampling program. In addition to the normal laboratory analysis of groundwater samples for BTEX, MTBE, and TVPH, monitoring natural attenuation parameters including dissolved oxygen, pH, temperature, and conductivity, should be conducted. The sampling frequency may be modified in the future based on an evaluation of risk of exposure to potentially impacted receptors. 5) Slug tests should be conducted in wells set in native soil to estimate the local hydraulic conductivity. A calculation of groundwater flow velocity should be made. 6) Data review and quarterly reporting. OPS understands that there are logistical difficulties with drilling and installing groundwater monitoring wells in the vicinity of the release. If installation of the required groundwater monitoring wells proves problematic, contact OPS to evaluate alternatives. The CAP modification must include a revised Economic and Technological Feasibility (ETF} Summary for the remedial method selected, and a revised schedule. Event I D 859 August 11, 2004 Page 2 of 2 Please 'submit the CAP Modification within 60 days (by October 11, 2004). If you fail to submit a CAP Modification by the above date, the previously issued CAP approval is hereby rescinded. If CAP approval is rescinded, you will be subjectto potential penalties in accordance with C.R.S; 8-20.5-107. In addition, future applications for reimbursement to the Petroleum Storage Tank Fund (Fund) may be subject to a 10°!o penalty and amounts requested will be disallowed if the applicant has previously exceeded $50,000 in reimbursement from the Fund, for the referenced event. Please address all future correspondence to me, and if you have any questions, I can be reached at 303-318-8512. Your cooperation in promptly and properly investigating and remediating this site is appreciated. Sincerely, Michael Kwiecinski, P.G. Environmental Protection Specialist Remediation Section cc: Marilyn Hajicek, P.G., Remediation Section Manager Ben Noller, Weston Solutions, 143 Union Boulevard, Suite 810, Lakewood, Colorado 80228 C:\Documents and Settings\glbu400\My Documents\EVENT CAP Modifipfion Request.doc OFFICE OFTHE COUNTY ATTORNEY (970) 328-8685 FAX: (970) 328-8599 www.eaglecounty.~s f.~GL~ COUNTY October 28, 2004 Benny Noller Weston Solutions 143 Union Boulevard Suite 810 Lakewood, CO 80228 Dear Benny: Enclosed for your records is an copy of the agreement between Eagle County Government and Weston Solutions regarding a corrective action plan modification of the Eagle County Road and Bridge ITard Facility located at 165 West Sopris Avenue in Basalt, Colorado. Please do not hesitate to contact me if you have any questions. Very truly yours, Debbi aber Assistant County Attorney DF:pn Enclosures Eagle County Building, 500 Broadway, P.O. Box 850, ;:lgle, Coforada 8163 I -0850