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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 />f. You will look solely to GZA for your remedy for any claim arising out of or relating to this Agreement, including any claim arising out of or relating to <br />alleged 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, except <br />such rights as they may have to the proceeds of such insurance asset forth in this Agreement. The you or GZA, as appropriate, shall require of the contractors, <br />consultants, agents, and employees of any of them, similar waivers in favor of the other parties enumerated herein. <br />19. 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 requiring <br />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 <br />such 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 <br />if 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 final <br />demand letter for payment, your failure to respond within ten (10) days of receipt (or, for certified mail, the date of the first attempt to deliver the letter to your <br />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 mediation clause <br />and GZA may immediately file suit to enforce the terms of this Agreement. <br />20. 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 <br />they 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 and <br />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 binding <br />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 actions, or <br />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 GZA. <br />f. Neither party may assignor 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 any <br />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 GZAs 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 <br />their respective successors and assigns. <br />k. Any reports generated by GZA will be subject to GZAs standard report limitations for that particular type of report. <br />7 <br />