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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 />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, acts
<br />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 for your use only, for the limited purposes disclosed to GZA. Any delayed use,
<br />use at another site, use on another project, or use by a third party will beat the user's sole risk, and without any liability to GZA. Any technology, methodology or
<br />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 used
<br />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 rights,
<br />including copyrights. In the event of a conflict between the signed documents prepared by GZA and electronic files, the signed documents shall govern. You
<br />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 Agreement. Any
<br />transfer of these electronic files to others or reuse or modifications to such files byyou without the prior written consent of GZAwill be at the user's sole risk and
<br />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
<br />the 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, safetyand the environment; and (c) tocomplywith laws, regulations, courtorders and professional obligations. GZAwill make reasonable efforts to
<br />giveyou prior notice of any disclosure under (b) or (c) above. Information available to the public and information acquired from third parties will not be considered
<br />confidential. You will reimburse GZA for responding to any subpoena or governmental inquiry or audit related to the Services, at the rates set forth in the
<br />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 />17. 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 or the Services, except to the extent they are caused by GZA's negligence or willful misconduct.
<br />18. Limitation of Remedies.
<br />a. To the fullest extent permitted bylaw and notwithstanding anything else in this Agreement to the contrary, the aggregate liability of GZA and its affiliates and
<br />subcontractors and their employees, officers, directors and agents (collectively referred to in this paragraph as "GZA") for all claims arising out of this Agreement
<br />or the Services is limited to $50,000 or, if greater, 10% 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 byGZAwithin 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
<br />multiple 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.
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