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Proposal for Phase I Environmental Site Assessment February 24, 2023
<br />1737 Main St., Centerville, MN
<br />CLIENT's damages, claim(s) or occurrence(s) pursuant to GZA's applicable policy(ies) then in effect. In no event shall GZA, or
<br />any of its officers, directors, shareholders, employees and/or agents, be liable to CLIENT for any damages, claim(s) or
<br />occurrence(s) beyond any amount that GZA is entitled to recover, or that GZA's insurer is required to pay, under the
<br />insurance policy(ies) actually applied to provide coverage to satisfy CLIENT's damages, claim(s) or occurrence(s), except that
<br />GZA's maximum potential liability includes the then -existing minimum unsatisfied deductible, if any, of any policy under
<br />which insurance coverage for CLIENT's damages is actually provided.
<br />5.3 GZA shall have no liability for any failure to perform or delay in performance due to any circumstances beyond its
<br />reasonable control. Additionally, in no event shall GZA be liable or responsible to CLIENT or any other person for any
<br />consequential, special, incidental, exemplary, or punitive damages, including but not limited to, governmental fines,
<br />penalties or liabilities, lost profits or other economic loss (whether arising from negligence, errors, omissions, breach of
<br />contract, breach of warranty, tort, strict liability or otherwise), resulting from any claimed defect or deficiency in the
<br />Services provided by GZA or any failure by GZA to provide Services.
<br />Section 6. Indemnity.
<br />6.1 In addition to the other remedies of this Contract, CLIENT agrees to save, indemnify, defend and hold harmless
<br />GZA, its affiliates, and their respective directors, officers, shareholders, employees, agents, subcontractors, successors and
<br />assigns from and against all claims, damages, losses, and related expenses (including, without limitation, reasonable
<br />attorneys' fees, disbursements, expert witness fees, and all costs of court), in any manner arising out of or related to: (i) the
<br />presence, discharge, release or escape of any kind of hazardous substances at or near the Site; (ii) the acts, conduct or
<br />negligence of any independent contractor, agent, employee or delegatee of CLIENT; or (iii) the interpretation or use of the
<br />results of GZA's Services or the Documentation provided by GZA, other than for the purposes pre -authorized by GZA in
<br />writing.
<br />Section 7. Disputes.
<br />7.1 Without limiting GZA's other rights and remedies, should CLIENT default on its payment obligations to GZA and
<br />GZA retains legal counsel to collect its fees, then, in addition to the unpaid fees and interest, CLIENT shall be liable to GZA
<br />for all collection expenses, including reasonable attorneys' fees, disbursements, expert witness fees and all costs of court
<br />and litigation.
<br />7.2 Any dispute regarding this Contract shall be governed by Minnesota law and heard by the Hennepin County District
<br />Court.
<br />Section 8. Miscellaneous.
<br />8.1 This Contract is the entire agreement between GZA and CLIENT and it supersedes all prior written or oral
<br />agreements with respect to the subject matter hereof. No amendment or assignment of the Contract shall be effective
<br />unless agreed to in a writing signed by authorized representatives of both parties.
<br />8.2 The provisions of this Contract relating to the limitation of liability and damages, warranties, indemnification, use
<br />of plans, specifications, reports and all other Documentation provided by GZA, and those specifying choice of law, dispute
<br />resolution, notice, waiver, and severability shall survive termination of this Contract.
<br />8.3 The terms of this Contract and its enforcement and interpretation shall be governed by the laws of the State of
<br />Minnesota. If any provision of this Contract is determined to be unlawful, invalid or unenforceable, that provision shall be
<br />severed from the Contract and shall not render this Contract, or any other of its other provisions, unlawful, invalid or
<br />unenforceable.
<br />Section 9. Pre -Lien Notice
<br />(a) ANY PERSON OR COMPANY SUPPLYING LABOR OR MATERIALS FOR THIS IMPROVEMENT TO YOUR PROPERTY MAY
<br />FILE A LIEN AGAINST YOUR PROPERTY IF THAT PERSON OR COMPANY IS NOT PAID FOR THE CONTRIBUTIONS.
<br />(b) UNDER MINNESOTA LAW, YOU HAVE THE RIGHT TO PAY PERSONS WHO SUPPLIED LABOR OR MATERIALS FOR THIS
<br />IMPROVEMENT DIRECTLY AND DEDUCT THIS AMOUNT FROM OUR CONTRACT PRICE, OR WITHHOLD THE AMOUNTS DUE
<br />THEM FROM US UNTIL 120 DAYS AFTER COMPLETION OF THE IMPROVEMENT UNLESS WE GIVE YOU A LIEN WAIVER
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