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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 />unsatisfied deductible, if any, of any policy under which insurance coverage for CLIENT’s
<br />damages is actually provided.
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<br />5.3 VAI shall have no liability for any failure to perform or delay in performance due to any
<br />circumstances beyond its reasonable control. Additionally, in no event shall VAI be liable or
<br />responsible to CLIENT or any other person for any consequential, special, incidental,
<br />exemplary, or punitive damages, including but not limited to, governmental fines, penalties
<br />or liabilities, lost profits or other economic loss (whether arising from negligence, errors,
<br />omissions, breach of contract, breach of warranty, tort, strict liability or otherwise),
<br />resulting from any claimed defect or deficiency in the Services provided by VAI or any failure
<br />by VAI to provide Services.
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<br />Section 6. Indemnity.
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<br />6.1 In addition to the other remedies of this Contract, CLIENT agrees to save, indemnify, defend
<br />and hold harmless VAI, its affiliates, and their respective directors, officers, shareholders,
<br />employees, agents, subcontractors, successors and assigns from and against all claims,
<br />damages, losses, and related expenses (including, without limitation, reasonable attorneys’
<br />fees, disbursements, expert witness fees, and all costs of court), in any manner arising out of
<br />or related to: (i) the presence, discharge, release or escape of any kind of hazardous
<br />substances at or near the Site; (ii) the acts, conduct or negligence of any independent
<br />contractor, agent, employee or delegatee of CLIENT; or (iii) the interpretation or use of the
<br />results of VAI’s Services or the Documentation provided by VAI, other than for the purposes
<br />pre-authorized by VAI in writing.
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<br />Section 7. Disputes.
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<br />7.1 Without limiting VAI’s other rights and remedies, should CLIENT default on its payment
<br />obligations to VAI and VAI retains legal counsel to collect its fees, then, in addition to the
<br />unpaid fees and interest, CLIENT shall be liable to VAI for all collection expenses, including
<br />reasonable attorneys’ fees, disbursements, expert witness fees and all costs of court and
<br />litigation.
<br />7.2 Any dispute regarding this Contract shall be governed by Minnesota law and heard by the
<br />Hennepin County District Court.
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<br />Section 8. Miscellaneous.
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<br />8.1 This Contract is the entire agreement between VAI and CLIENT and it supersedes all prior
<br />written or oral agreements with respect to the subject matter hereof. No amendment or
<br />assignment of the Contract shall be effective unless agreed to in a writing signed by
<br />authorized representatives of both parties.
<br />8.2 The provisions of this Contract relating to the limitation of liability and damages, warranties,
<br />indemnification, use of plans, specifications, reports and all other Documentation provided
<br />by VAI, and those specifying choice of law, dispute resolution, notice, waiver, and
<br />severability shall survive termination of this Contract.
<br />8.3 The terms of this Contract and its enforcement and interpretation shall be governed by the
<br />laws of the State of Minnesota. If any provision of this Contract is determined to be
<br />unlawful, invalid or unenforceable, that provision shall be severed from the Contract and
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