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Proposal for Phase I Environmental Site Assessment May 1, 2023
<br />8 Vacant Lots (Block 7)
<br />Centerville, Minnesota 55038
<br />c. GZA assigns to you any manufacturers'warranties of equipment or materials purchased from others, to the extent they are assignable, and your sole recourse
<br />will be against the manufacturer. Full risk of loss of materials and equipment will pass to you upon delivery to the Site, and you will be responsible for insuring and
<br />otherwise protecting them against theft and damage.
<br />3. Payment.
<br />a. Except as otherwise stated in the Proposal, you will compensate GZA for the Services at the rates set forth in the applicable Proposal, amendment or
<br />change 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 GZAs 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 20 days from invoice date. Overdue payments will bear interest at 1%: percent
<br />per month or, if lower, the maximum lawful rate. GZA may terminate the Services upon 10 days' written notice anytime your payment is overdue on this or any
<br />other project and youwill payforall Services through termination, plus termination costs.Youwill reimburse GZAs costs of collecting overdue invoices, including
<br />reasonable attorneys' fees (including costs for time expended by in-house counsel, which will be charged to you at the prevailing market rate for attorneys of
<br />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
<br />the 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 conditions
<br />at the Site (including, if applicable, asbestos containing materials ["ACM"]) and other information that may be pertinent to the Services or, if you are not the owner
<br />or operator of the Site, you agree to make reasonable efforts to obtain these same documents and provide them to GZA. Unless otherwise indicated in writing,
<br />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) with
<br />the construction contractor provisions obligating the latter:
<br />(i) to defend, indemnify and hold harmless, to thefullest extent permitted by law,you and GZA and its officers, directors, members, partners, agents, employees,
<br />and subconsultants(the "GZA lndemnitees"),for or on account of any claims,liabilities, costs and expenses, including attorneys'fees, arising out of or relating to
<br />the design or implementation of construction means, methods, procedures, techniques, and sequences of construction, including safety precautions or programs,
<br />of the contractor, or any of its subcontractors or any engineer engaged by it;
<br />(i i) to name you and GZA as additional insureds under general liability and builder's risk insurance coverages maintained by the contractor, or any of its
<br />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 prior
<br />to the commencement of the Services) notify GZA and GZA shall have the opportunity to negotiate with you reasonable substitute risk allocation and insurance
<br />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 tolimitdamagetolandscaping, paving, systems and structures at the Site,you acknowledge that some damage may occur even with
<br />the exercise of due care and you agree to compensate GZAfor any restoration it is asked to perform, unless otherwise indicated in the Proposal.
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