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Proposal for Phase I Environmental Site Assessment February 24, 2023
<br />1737 Main St., Centerville, MN
<br />(3) any claims or allegations of rights by any person or party other than CLIENT relating to GZA's Services; or (4) for overall
<br />job site safety at the location which is the subject of this Contract (hereinafter, "Site').
<br />2.2 GZA will be responsible for obtaining only those governmental permits, approvals and authorizations that are
<br />specified in the Scope of Services of the Contract. While GZA will use reasonable efforts to obtain such specified permits
<br />and approvals in a timely manner, GZA shall not be liable for any delays, damages and/or impacts resulting from any
<br />governmental or third -party delays or actions.
<br />2.3 Unless otherwise expressly agreed by GZA and CLIENT in writing, CLIENT and GZA agree: that GZA's performance of
<br />its Services and exercise of its care and skill is solely and exclusively for the benefit of CLIENT; that no person or party other
<br />than CLIENT shall be entitled to rely upon any documentation, representation, report, statement or Service made or
<br />performed by GZA or upon any failure by GZA to make any representation or statement or provide any Service; and that
<br />GZA makes no representations, warranties or promises to any person or party other than CLIENT.
<br />Section 3. Client Responsibilities
<br />3.1 CLIENT shall immediately advise GZA of all documents and information known to CLIENT regarding existing and
<br />proposed conditions of the Site and shall promptly notify GZA of any new information CLIENT obtains. CLIENT
<br />acknowledges that GZA will rely upon the accuracy of such information without independent verification in planning and
<br />performing the Services and GZA shall be entitled to compensation for all extra work caused by or resulting from the failure
<br />of the information provided to accurately describe the Site conditions. CLIENT shall save, indemnify, defend and hold
<br />harmless GZA, and its officers, directors, shareholders, employees and agents, for all claims, damages, losses and related
<br />expenses, (including, without limitation, reasonable attorney fees, disbursements, expert witness fees and all costs of court
<br />and litigation) in any manner arising from or pertaining to GZA's interference with or damage to Site features that are not
<br />accurately disclosed by the information furnished by CLIENT to GZA.
<br />3.2 With the exception of those specified as GZA's responsibility in the Scope of Services, CLIENT shall timely obtain all
<br />necessary permits, governmental approvals, and access agreements to allow GZA and its agents access to the Site and any
<br />building(s) thereon. CLIENT assumes all loss and damages, including its own and GZA's impact costs and damages, resulting
<br />from CLIENT's inability to obtain same in a timely manner.
<br />Section 4. Documentation.
<br />4.1 The CLIENT acknowledges that the reports, data, plans, specifications, representations, correspondence and all
<br />other documents prepared by GZA as part of its Services under this Contract (collectively referred to as "Documentation")
<br />are instruments of GZA's service to CLIENT. CLIENT agrees to save, defend, indemnify and hold GZA and its officers,
<br />directors, shareholders, employees and agents harmless from and against all claims, damages, losses and related expenses
<br />(including, without limitation, all reasonable attorney fees, disbursements, expert witness fees and all costs of court and
<br />litigation) in any manner arising from or pertaining to: (a) any re -use of the Documentation without the prior written
<br />authorization of GZA or, (b) claim(s) by any third party other than CLIENT to whom CLIENT distributed or provided any of
<br />the Documentation, either directly, through an agent, or by requesting that GZA provide it to the third party, without the
<br />prior written authorization of GZA.
<br />4.2 If CLIENT does not timely pay GZA's invoice(s) in full, CLIENT shall return to GZA all Documentation furnished by
<br />GZA to CLIENT or CLIENT's agents, including ALL copies and reproductions of same, and no part of the Documentation shall
<br />be used by CLIENT, its agents, or any third party for any purpose whatsoever. Without limiting GZA's other remedies,
<br />CLIENT shall be subject to the indemnification obligations of Section 4.1 for any use of the Documentation prohibited by
<br />this Section.
<br />Section 5. Limitation and Conditions of Liability.
<br />5.1 CLIENT understands that the Services provided by GZA involve the application of scientific and technical skill,
<br />judgment and discretion that is not an exact science and that GZA cannot and does not guaranty the results of its Services.
<br />Instead, GZA agrees to perform the Services using that degree of care and skill ordinarily exercised under similar
<br />circumstances by reputable members of its industry practicing in the same locality. No other warranty, express or implied,
<br />is made.
<br />5.2 Upon request, GZA will furnish CLIENT a Certificate of Insurance evidencing GZA's current policy(ies) and the type
<br />and aggregate amount of the coverage(s) provided. GZA's maximum potential liability to CLIENT for any and all damages,
<br />claim(s) or occurrence(s) is co -extensive with the amount of insurance coverage actually available and provided to satisfy
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