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Proposal for Environmental Services June 21, 2018
<br />167 South Owasso Blvd West, Little Canada, MN
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<br />(including, without limitation, reasonable attorney fees, disbursements, expert witness fees
<br />and all costs of court and litigation) in any manner arising from or pertaining to VAI’s
<br />interference with or damage to Site features that are not accurately disclosed by the
<br />information furnished by CLIENT to VAI.
<br />3.2 With the exception of those specified as VAI’s responsibility in the Scope of Services, CLIENT
<br />shall timely obtain all necessary permits, governmental approvals, and access agreements to
<br />allow VAI and its agents access to the Site and any building(s) thereon. CLIENT assumes all
<br />loss and damages, including its own and VAI’s impact costs and damages, resulting from
<br />CLIENT’s inability to obtain same in a timely manner.
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<br />Section 4. Documentation.
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<br />4.1 The CLIENT acknowledges that the reports, data, plans, specifications, representations,
<br />correspondence and all other documents prepared by VAI as part of its Services under this
<br />Contract (collectively referred to as “Documentation”) are instruments of VAI’s service to
<br />CLIENT. CLIENT agrees to save, defend, indemnify and hold VAI and its officers, directors,
<br />shareholders, employees and agents harmless from and against all claims, damages, losses
<br />and related expenses (including, without limitation, all reasonable attorney fees,
<br />disbursements, expert witness fees and all costs of court and litigation) in any manner
<br />arising from or pertaining to: (a) any re-use of the Documentation without the prior written
<br />authorization of VAI or, (b) claim(s) by any third party other than CLIENT to whom CLIENT
<br />distributed or provided any of the Documentation, either directly, through an agent, or by
<br />requesting that VAI provide it to the third party, without the prior written authorization of
<br />VAI.
<br />4.2 If CLIENT does not timely pay VAI’s invoice(s) in full, CLIENT shall return to VAI all
<br />Documentation furnished by VAI to CLIENT or CLIENT’s agents, including ALL copies and
<br />reproductions of same, and no part of the Documentation shall be used by CLIENT, its
<br />agents, or any third party for any purpose whatsoever. Without limiting VAI’s other
<br />remedies, CLIENT shall be subject to the indemnification obligations of Section 4.1 for any
<br />use of the Documentation prohibited by this Section.
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<br />Section 5. Limitation and Conditions of Liability.
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<br />5.1 CLIENT understands that the Services provided by VAI involve the application of scientific
<br />and technical skill, judgment and discretion that is not an exact science and that VAI cannot
<br />and does not guaranty the results of its Services. Instead, VAI agrees to perform the
<br />Services using that degree of care and skill ordinarily exercised under similar circumstances
<br />by reputable members of its industry practicing in the same locality. No other warranty,
<br />express or implied, is made.
<br />5.2 Upon request, VAI will furnish CLIENT a Certificate of Insurance evidencing VAI’s current
<br />policy(ies) and the type and aggregate amount of the coverage(s) provided. VAI’s maximum
<br />potential liability to CLIENT for any and all damages, claim(s) or occurrence(s) is co-extensive
<br />with the amount of insurance coverage actually available and provided to satisfy CLIENT’s
<br />damages, claim(s) or occurrence(s) pursuant to VAI’s applicable policy(ies) then in effect. In
<br />no event shall VAI, or any of its officers, directors, shareholders, employees and/or agents,
<br />be liable to CLIENT for any damages, claim(s) or occurrence(s) beyond any amount that VAI
<br />is entitled to recover, or that VAI’s insurer is required to pay, under the insurance policy(ies)
<br />actually applied to provide coverage to satisfy CLIENT’s damages, claim(s) or occurrence(s),
<br />except that VAI’s maximum potential liability includes the then-existing minimum
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