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<br />Emergency Response Services Agreement <br /> <br />THIS AGREEMENT is dated effective the first day of , 2007, by and <br />between the party of the first part, Wenck Associates, Inc. (hereinafter referred to as the "Company") <br />and the parties of the second part, the County of Cass (hereinafter "Cass") and the City of Fargo <br />(hereinafter "Fargo"), and the City of West Fargo (hereinafter "West Fargo"), said parties of the <br />second part referred to cumulative as "Fargo/Cass/West Fargo" and all parties sometimes collectively <br />referred to as the "Parties". <br /> <br />Recitals <br /> <br />A. Fargo/Cass/West Fargo has first responders for emergency situations, but may need assistance <br />from time to time, with hazardous substance remediation efforts and other services and desires <br />to obtain various services pertaining to emergency preparedness and emergency response as set <br />forth in this Agreement; and <br /> <br />B. The Company is engaged in the business of providing emergency response and preparedness <br />services (the "Services"). <br /> <br />C. Fargo/Cass/West Fargo have entered into an Agreement for Provision of Health Services for <br />Cass County by Fargo Cass Public Health and a Hazardous Spill Containment Agreement <br />[hereinafter referred to collectively as the "Fargo/Cass/West Fargo Agreements"], both of <br />which provide that Fargo is to provide certain services for Cass County, but provide that the <br />County will share in certain costs and/or reimburse Fargo for certain costs, including costs for <br />services such as provided herein, <br /> <br />D. The Company and Fargo/Cass/West Fargo desire to enter into an agreement that will allow the <br />Company to provide such services to Fargo/Cass/West Fargo. <br /> <br />NOW THEREFORE, in consideration ofthe foregoing and the mutual promises contained <br />herein, the Parties hereto agree as follows: <br /> <br />ARTICLE 1 <br />Interpretation <br /> <br />1.1 Definitions <br /> <br />In this Agreement and the Schedule attached hereto, the following words and phrases shall have <br />the following meanings: <br /> <br />(a) "Agreements" means this Emergency Response Services Agreement, including all schedules <br />attached to and forming part of this Agreement, as amended from time to time; <br /> <br />(b) "Services" means the services listed in Section 2.1; <br /> <br />(c) "Dangerous Product" means any hazardous or dangerous product, substance or organism, <br />including without limitation, dangerous goods or radioactive material as such terms are defined <br /> <br />- 1 - <br /> <br />C:\Documents and Settings\worden\LocaJ Settings\Temporary Internet Files\OLK658\Emergency Response Services Agreement.doc <br />