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Terms and Conditions
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<br />7. Reliance. The services, information, and other data furnished by you shall be at your expense, and GZA may rely upon all information and data
<br />that you furnish, including the accuracy and completeness thereof. You acknowledge that the quality of the Services provided by GZA is directly related to
<br />the accuracy and completeness of the information and data that you furnish to GZA. GZA's REPORTS ARE PREPARED FOR AND MADE AVAILABLE FOR
<br />YOUR SOLE USE. YOU ACKNOWLEDGE AND AGREE THAT USE OF OR RELIANCE UPON THE REPORT OR THE FINDINGS IN THE REPORT BY
<br />ANY OTHER PARTY, OR FOR ANY OTHER PROJECT OR PURPOSE, SHALL BE AT YOUR OR SUCH OTHER PARTY'S SOLE RISK AND WITHOUT
<br />ANY LIABILITY TO GZA. YOU SHALL INDEMNIFY AND HOLD HARMLESS THE GZA INDEMNITEES FROM ALL CLAIMS, DAMAGES, LOSSES, AND
<br />EXPENSES, INCLUDING ATTORNEYS' FEES, ARISING OUT OF OR RESULTING FROM ANY USE, REUSE, OR MODIFICATION OF THE
<br />DOCUMENTS WITHOUT WRITTEN VERIFICATION, COMPLETION, OR ADAPTATION BY GZA AND SUCH LIMITED LICENSE TO YOU SHALL NOT
<br />CREATE ANY RIGHTS IN THIRD PARTIES.
<br />8. Lab Tests and Samples. GZA is entitled to rely on the results of laboratory tests using generally accepted methodologies. GZA may dispose of samples in
<br />accordance with applicable laws 3o days after submitting test results to you unless you request in writing for them to be returned to you or to be held longer, in
<br />which case you will compensate GZA for storage and/or shipping beyond 3o days.
<br />g. GZA Professionals. GZA employees or consultants may act as licensed, certified or registered professionals (including but not limited to Professional
<br />Engineers, Licensed Site or Environmental Professionals, Certified Hazardous Materials Managers„ or Certified Industrial Hygienists collectively referred to in
<br />this section as "GZA Professionals") whose duties may include the rendering of independent professional opinions. You acknowledge that a federal, state or local
<br />agency or other third party may audit the Services of GZA or other contractor/consultant(s), which audit may require additional Services, even though GZA and
<br />such GZA Professionals have each performed such Services in accordance with the standard of care setforth herein. You agree to compensate GZAfor all Services
<br />performed in response to such an audit, or to meet additional requirements resulting from such an audit, at the rates set forth in the applicable Proposal,
<br />amendment or change order.
<br />io. Hazardous Materials; GZA "Not a Generator". Before any hazardous or contaminated materials, including, if applicable, ACMs (the "Wastes") are
<br />removed from the Site, you will sign manifests naming you as the generator of the Wastes (or, if you are not the generator, you will arrange for the generator to
<br />sign). You will select the treatment or disposal facility to which any Wastes are taken. GZA will not be the generator or owner of, nor will it possess, take title to,
<br />or assume legal liability for any Wastes at or removed from the Site. GZA will not have responsibility for or control of the Site or of operations or activities at the
<br />Site other than its own. GZA will not undertake, arrange for or control the handling, treatment, storage, removal, shipment, transportation or disposal of any
<br />Wastes at or removed from the Site, other than any laboratory samples it collects or tests. You agree to defend, indemnify and hold the GZA Indemnitees
<br />harmless for any costs or liability incurred by GZA in defense of or in payment for any legal actions in which it is alleged that GZA is the owner, generator, treater,
<br />storer or disposer of any Wastes.
<br />ii. Limits on GZA's Responsibility. GZA will not be responsible for the acts or omissions of contractors or others at the Site, except for its own subcontractors
<br />and employees. GZA will not supervise, direct or assume control over or the authority to stop any contractor's work, nor shall GZA's professional activities nor
<br />the presence of GZA or its employees and subcontractors be construed to imply that GZA has authority over or responsibility for the means, methods, techniques,
<br />sequences or procedures of construction, for work site health or safety precautions or programs, or for any failure of contractors to comply with contracts, plans,
<br />specifications or laws. Any opinions by GZA of probable costs of labor, materials, equipment or services to be furnished by others are strictly estimates and are
<br />not a guarantee that actual costs will be consistent with the estimates.
<br />lz. Changed Conditions.
<br />a. You recognize the uncertainties related to the Services (including, without limitation, environmental and geotechnical Services), which often require a
<br />phased or exploratory approach, with the need for additional Services becoming apparent during the initial Services. You also recognize that actual
<br />conditions encountered may vary significantly from those anticipated, that laws and regulations are subject to change, and that the requirements of
<br />regulatory authorities are often unpredictable.
<br />b. If changed or unanticipated conditions or delays make additional Services necessary or result in additional costs or time for performance, GZA will notify
<br />you and the parties will negotiate appropriate changes to the scope of Services, compensation and schedule.
<br />C. If no agreement can be reached, GZA will be entitled to terminate the Services and to be equitably compensated for the Services already performed. GZA
<br />will not be responsible for delays or failures to perform due to weather, labor disputes, intervention by or inability to get approvals from public authorities,
<br />acts or omissions on your part, or any other causes beyond GZA's reasonable control, and you will compensate GZA for any resulting increase in its costs.
<br />13. Documents and Information. All documents, data, calculations and work papers prepared or furnished by GZA are instruments of service and will remain
<br />GZA's property. Designs, reports, data and other work product delivered to you are foryour use only, forthe limited purposes disclosed to GZA. Any delayed use,
<br />use at another site, use on another project, or use by a third party will be at the user's sole risk, and without any liability to GZA. Any technology, methodology
<br />or technical information learned or developed by GZA will remain its property. Provided GZA is not in default under this Agreement, GZA's designs will not be
<br />used to complete this project by others, except by written agreement relating to use, liability and compensation.
<br />14. Electronic Media. In accepting and utilizing any drawings, reports and data on any form of electronic media generated by GZA, you covenant and agree
<br />that all such electronic files are instruments of service of GZA, who shall be deemed the author and shall retain all common law, statutory law and other
<br />rights, including copyrights. In the event of a conflict between the signed documents prepared by GZA and electronic files, the signed documents shall
<br />govern. You agree not to reuse these electronic files, in whole or in part, for any purpose or project other than the project that is the subject of this
<br />Agreement. Any transfer of these electronic files to others or reuse or modifications to such files by you without the prior written consent of GZA will be at
<br />the user's sole risk and without any liability to GZA.
<br />15. Confidentiality; Subpoenas. Information about this Agreement and GZA's Services and information you provide to GZA regarding your business and the
<br />Site, other than information available to the public and information acquired from third parties, will be maintained in confidence and will not be disclosed to
<br />others without your consent, except as GZA reasonably believes is necessary: (a) to perform the Services; (b) to comply with professional standards to protect
<br />public health, safety and the environment; and (c) to comply with laws, regulations, court orders and professional obligations. GZA will make reasonable efforts
<br />to give you prior notice of any disclosure under (b) or (c) above. Information available to the public and information acquired from third parties will not be
<br />(02/23-Edition/o5-goio) February 28, 2023
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