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TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES
<br />© 2023 by GZA GeoEnvironmental, Inc.
<br />Client ("You"):
<br />Proposal No:
<br />Site:
<br />These Terms and Conditions, together with GZA's Proposal, make up the Agreement between GZA and you, Client, named above.
<br />BEFORE SIGNING THE PROPOSAL, BE SURE YOU READ AND UNDERSTAND THE PARAGRAPHS ENTITLED "INDEMNIFICATION- AND "LIMITATION
<br />OF REMEDIES" WHICH DEAL WITH THE ALLOCATION OF RISK BETWEEN YOU AND GZA.
<br />1. Services. GZA will perform the services set forth in its Proposal and any amendments or change orders authorized by you (the "Services"). Any request or
<br />direction from you that would require extra work or additional time for performance or would result in an increase in GZA's costs will be the subject of a negotiated
<br />amendment or change order.
<br />z. Standard of Care; Warranties.
<br />a. GZA will perform professional Services with the degree of skill and care ordinarily exercised by qualified professionals performing the same type of
<br />services at the same time under similar conditions in the same orsimilar locality.
<br />b. EXCEPT AS SET FORTH IN SUBSECTIONS za ABOVE, NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTY OF MARKETABILITY OR
<br />FITNESS FORA PARTICULAR PURPOSE, IS MADE OR INTENDED BY GZA'S PROPOSAL OR BY ANY OF GZA'S ORAL OR WRITTEN REPORTS.
<br />c. GZA assigns to you any manufacturers'warranties of equipment or materials purchased f rom others, to the extent they are assignable, and your sole
<br />recourse will be against the manufacturer. Full risk of loss of materials and equipment will pass to you upon deliveryto the Site, and you will be
<br />responsible for insuring and otherwise protecting them against theft and damage.
<br />3. Payment.
<br />a. Except as otherwise stated in the Proposal, you will compensate GZAforthe Services atthe rates setforth in the applicable Proposal, amendment or change
<br />order; reimburse its expenses, which will include a communication fee calculated as a percentage of labor invoiced; and pay any sales or similar taxes
<br />thereon.
<br />b. Any retainer specified in GZA's Proposal shall be due prior to the start of Services and will be applied to the final invoice for Services.
<br />C. GZA will submit invoices periodically, and payment will be due within zo days from invoice date. Overdue payments will bear interest at 1t/z percent per
<br />month or, if lower, the maximum lawful rate. GZA may terminate the Services upon io days' written notice anytime your payment is overdue on this or any
<br />other project and you will pay for all Services through termination, plus termination costs. You will reimburse GZA's costs of collecting overdue invoices,
<br />including reasonable attorneys' fees (including costs for time expended by in-house counsel, which will be charged to you at the prevailing market rate for
<br />attorneys of similar experience practicing in the jurisdiction).
<br />4. Your Responsibilities.
<br />a. Except as otherwise agreed in writing, you will secure the access agreements, approvals, permits, licenses and consents necessary for performance of the
<br />Services. If you are the owner or operator of the Site, you will provide GZA with all documents, plans, information concerning underground structures
<br />(including but not limited to utilities, conduits, pipes, and tanks), information related to hazardous materials or other environmental or geotechnical
<br />conditions at the Site (including, if applicable, asbestos containing materials ["ACM"]) and other information that may be pertinent to the Services or, if
<br />you are not the owner or operator of the Site, you agree to make reasonable efforts to obtain these same documents and provide them to GZA. Unless
<br />otherwise indicated in writing, GZA will be entitled to rely on documents and information you provide.
<br />b. If you use the services of a contractor or construction manager at the Site, you agree to use best and reasonable efforts to include in your agreement(s)
<br />with the construction contractor provisions obligating the latter:
<br />(i) to defend, indemnify and hold harmless, to the fullest extent permitted by law, you and GZA and its officers, directors, members, partners, agents,
<br />employees, and subconsultants (the "GZA Indemnitees"), for or on account of any claims, liabilities, costs and expenses, including attorneys' fees,
<br />arising out of or relating tothe design or implementation of construction means, methods, procedures, techniques, and sequences of construction,
<br />including safety precautions or programs, of the contractor, or any of its subcontractors or any engineer engaged by it;
<br />(ii) to name you and GZA as additional insureds under general liability and builder's risk insurance coverages maintained by the contractor, or any of
<br />its subcontractors, and to ensure that such policies are primary and noncontributory with regard to the above indemnity obligations; and
<br />(iii) to require that all of its subcontractors agree and be bound to the obligations set forth in (i) and (ii) above.
<br />C. In the event that you are unable to secure such provisions in the agreement(s) with the construction contractor, you shall promptly (but in any event
<br />priorto the commencement of the Services) notify GZA and GZA shall have the opportunity to negotiate with you reasonable substitute risk allocation
<br />and insurance indemnities and protections.
<br />5. Right of Entry; Site Restoration. You grant GZA and its subcontractor(s) permission to enter the Site to perform the Services. If you do not own the Site,
<br />you represent and warrant that the owner has granted permission for GZA to enter the Site and perform the Services; you will provide reasonable verification on
<br />request; and you will indemnify the GZA Indemnitees for any claims by the Site owner related to alleged trespass by GZA or its subcontractors. Although GZA
<br />will exercise reasonable care to limit damage to landscaping, paving, systems and structures at the Site, you acknowledge that some damage may occur even
<br />with the exercise of due care and you agree to compensate GZA for any restoration it is asked to perform, unless otherwise indicated in the Proposal.
<br />6. Underground Facilities. GZA's only responsibility under this Agreement will be to provide proper notification to the applicable state utility "Call -Before -
<br />You -Dig" program. You further agree to assume responsibility for and to defend, indemnify and hold harmless GZA with respect to personal injury and property
<br />damages due to GZA's interference with subterranean structures including but not limited to utilities, conduits, pipes, and tanks:
<br />(i) that are not correctly shown on any plans and information you or governmental authorities provide to GZA; or
<br />(ii) that are not correctly marked by the appropriate utility.
<br />(02/23-Edition/o5-goio) February 28, 2023
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