|
Terms and Conditions
<br />Page 13 of 4
<br />considered confidential. You will reimburse GZA for responding to any subpoena or governmental inquiry or audit related to the Services, at the rates set forth
<br />in the applicable Proposal, amendment or change order.
<br />16. Insurance. During performance of the Services, GZA will maintain workers' compensation, commercial general liability, automobile liability, and
<br />professional liability/contractor's pollution liability insurance. GZA will furnish you certificates of such insurance on request.
<br />3.7. Indemnification. You agree to hold harmless, indemnify, and defend the GZA Indemnitees against all claims, suits, fines and penalties, including mandated
<br />cleanup costs and attorneys' fees and other costs of settlement and defense, which claims, suits, fines, penalties or costs arise out of or are related to this
<br />Agreement orthe Services, exceptto the extentthey are caused by GZA's negligence or willful misconduct.
<br />18. Limitation of Remedies.
<br />a. To the fullest extent permitted by law and notwithstanding anything else in this Agreement to the contrary, the aggregate liability of GZA and its affiliates
<br />and subcontractors and their employees, officers, directors and agents (collectively referred to in this paragraph as "GZA") for all claims arising out of this
<br />Agreement or the Services is limited to s5o,000 or, if greater, io%of the compensation received by GZA under this Agreement.
<br />b. You may elect to increase the limit of liability by paying an additional fee, such fee to be negotiated prior to the execution of this Agreement.
<br />C. Any claim will be deemed waived unless written notice of such claim is received by GZA within one year of substantial completion of the Services.
<br />d. GZA will not be liable for lost profits, loss of use of property, delays, or other special, indirect, incidental, consequential, punitive, exemplary, or multiple
<br />damages.
<br />e. GZA will not be liable to you or the Site owner for injuries or deaths suffered by GZA's or its subcontractors' employees.
<br />f. You will look solelyto GZAforyour remedy for any claim arising out of or relating to this Agreement, including any claim arising out of or relating to alleged
<br />negligence or errors or omissions of any GZA principal, officer, employee or agent.To the extent damages are covered by property insurance or any other
<br />insurance, both you and GZA waive all rights against each other and against the contractors, consultants, agents, and employees of the other, for damages,
<br />except such rights as they may have to the proceeds of such insurance as set forth in this Agreement. The you or GZA, as appropriate, shall require of the
<br />contractors, consultants, agents, and employees of any of them, similar waivers in favor of the other parties enumerated herein.
<br />ig. Disputes.
<br />a. All disputes between you and GZA shall be subject to non -binding mediation.
<br />b. Either party may demand mediation by serving a written notice stating the essential nature of the dispute, the amount of time or money claimed, and
<br />requiring that the matter be mediated within forty-five (45) days of service of notice.
<br />C. The mediation shall be administered by the American Arbitration Association in accordance with its most recent Construction Mediation Rules, or by such
<br />other person or organization as the parties may agree upon.
<br />d. No action or suit may be commenced unless mediation has occurred but did not resolve the dispute, or unless a statute of limitation period would expire if
<br />suit were not filed prior to such forty-five (45) days after service of notice. However, where non-payment of an invoice has occurred and GZA sends you a
<br />final demand letterfor payment, yourfailure to respond within ten (io) days of receipt (or, for certified mail, the date of the first attempt to deliverthe letter
<br />to your address of record if you ultimately do not accept receipt of the letter) of such letter will be deemed to be a waiver of your right to enforce this
<br />mediation clause and GZA may immediately file suit to enforce the terms of this Agreement.
<br />zo. Miscellaneous.
<br />a. This Agreement and all claims relating thereto shall be governed by the substantive and procedural laws of the Commonwealth of Massachusetts, as they
<br />presently exist or may hereafter be amended, without regard to principles of conflict of laws.
<br />b. The above terms and conditions regarding Limitation of Remedies and Indemnification shall survive the completion of the Services under this Agreement
<br />and the termination of the contract for any cause.
<br />C. Any amendment to these Terms and Conditions must be in writing and signed by both parties. No modification of these Terms and Conditions will be
<br />binding against GZA unless specifically approved in writing by a Principal of GZA.
<br />d. Having received these Terms and Conditions, your oral authorization to commence Services, your acceptance of performance of the Services, your
<br />actions, or your use of the Report or Work Product constitutes your acceptance of them.
<br />e. This Agreement supersedes any contract terms, purchase orders or other documents issued by you, even if signed by an authorized representative of
<br />GZA.
<br />f. Neither party may assign or transfer this Agreement or any rights or duties hereunder without the written consent of the other party.
<br />g. Your failure or the failure of your successors or assigns to receive payment, reimbursement, insurance proceeds or grant funds from any other party for
<br />any reason whatsoever shall not absolve you, your successors or assigns of any obligation to pay any sum to GZA under this agreement.
<br />h. These Terms and Conditions shall govern over any inconsistent terms in GZA's Proposal.
<br />i. The provisions of this Agreement are severable; if any provision is unenforceable it shall be appropriately limited and given effect to the extent it is
<br />enforceable.
<br />j. The covenants and agreements contained in this Agreement shall apply to, inure to the benefit of and be binding upon the parties hereto and upon their
<br />respective successors and assigns.
<br />k. Any reports generated by GZA will be subject to GZA's standard report limitations for that particulartype of report.
<br />21. Asbestos Abatement Services (If Applicable). If the Services include asbestos abatement services, then the following terms and conditions will apply
<br />and will supersede any conflicting terms contained elsewhere in this Agreement.
<br />a. You acknowledge that conditions can vary from those encountered atthe times and locations of explorations and data collection, and that the
<br />limitation on available data may result in some level of uncertainty with respect to the interpretation of those conditions, despite due professional
<br />care. GZA therefore cannot guaranty specific results such as the identification or removal of all asbestos or other contamination.
<br />(02/23-Edition/o5-goio) February 28, 2023
<br />
|