Loading...
HomeMy WebLinkAboutIV.B - Block 28 Environmental AssessmentAn Equal Opportunity Employer M/F/V/H Page 1 April 29, 2025 File No. 28.P000151.26 Messrs. Alex Menke and John Hinzman City of Hastings 101 4th Street East Hastings, MN 55033 Re:Proposal for Geotechnical Engineering Services 420 Vermillion Street Hastings, Minnesota 55033 Dear Mr. Menke and Mr. Hinzman: In accordance with your request, GZA GeoEnvironmental, Inc. (GZA) is pleased to submit the following Proposal for Geotechnical Engineering Services for the above- referenced property to the City of Hastings (Hastings/“Client”). The objective of our work will be to evaluate subsurface conditions and develop geotechnical recommendations for design and construction of two proposed structures and associated parking lots located at block of 420 Vermillion Street in Hastings, Minnesota (“Site”). BACKGROUND The Site, which includes the block of 420 Vermillion Street, currently consists of developed land with various 1- and 2-story residential and commercial structures. It is our understanding that Hastings has purchased properties at the Site and intends to redevelop them into two multi-family residential structures and associated parking lots. At this time, the structures are planned to be three- and/or four-story structures and have below grade basements. Based on publicly available test boring data near the Site, soil is likely to consist of fill, sand, and weathered bedrock underlain with dolomite bedrock at approximately 4 to 5 feet below ground surface (bgs). Groundwater is anticipated to be encountered at 10 to 15 feet bgs and will not likely influence construction of the new foundations. Based on anticipated structural loads and anticipated soils at the Site, shallow spread footings are anticipated for support of the new structure(s), pending deep fill or other deleterious soil or rock conditions at the Site. April 29, 2025 Proposal for Geotechnical Services 420 Vermillion Street, Hastings, MN An Equal Opportunity Employer M/F/V/H Page 2 GZA will conduct a geotechnical engineering exploration program to provide subsurface information for design of shallow spread foundations, floor slabs, general grading, and excavation. OBJECTIVE The objectives of our work will be to evaluate the pertinent geotechnical conditions at the Site and provide geotechnical design and related earthwork recommendations for the Project. PROPOSED SCOPE OF WORK Based on our understanding of the Project, GZA has developed the following scope of work to provide our above-stated objective. Task 1 - Subsurface Exploration Program Based on our understanding of the project, we propose to drill six (6) test borings at the Site. The proposed borings will be advanced with a truck-mounted drill rig and consist of the following: Six structural test borings to 15 feet below ground surface (bgs) or 10 feet below top of rock surface, whichever is encountered first. Two pavement soil borings to 5 feet bgs or bedrock surface, whichever is encountered first. The proposed test borings result in approximately 70 to 100 lineal feet of drilling. Our proposal assumes that boring locations will be accessible with a truck-mounted drill rig. GZA will subcontract a local drilling company to advance and backfill the test borings. A GZA geotechnical engineer or engineering geologist will coordinate and observe the test borings, classify soil/rock samples, and prepare boring and core logs. GZA will develop a Site-specific health and safety plan for subsurface exploration work. GZA’s subcontracted drilling company will contact the Minnesota public utility locating service, Gopher State One Call (GSOC), for utility clearance in accordance with its 72-hour minimum notification before subsurface work can begin. Prior to performing the test borings, a GZA representative will visit the Site to mark the boring locations for the public utility locate. Please note that since GSOC will typically not mark utilities on private property, we request that Client provide us with a plan showing known utilities at the Site. GZA’s drilling subcontractor will contract with a private utility locator to provide additional utility clearance at the Site prior to drilling operations. Neither GZA nor our drilling subcontractor is responsible for damage to utilities that are not clearly marked in the field or shown accurately on plans provided by Client. As an added precaution, GZA can contact and coordinate a vacuum excavation contractor for an additional charge to provide secondary clearance of the soil boring locations, if requested. The six proposed test boring locations will be located within the proposed building and parking lot footprints, based on the Vermillion Street Corridor conceptual rendering you provided to GZA. These locations will be identified in the field via a handheld GPS device. The GPS coordinates of the boring locations will be included in a table on the boring location plan, included in the report. The borings will be advanced using hollow-stem auger (HSA) drilling techniques to bedrock surface and split-spoon soil samples will be obtained in accordance with ASTM D1586,Standard Test Method for Standard Penetration Test (SPT) April 29, 2025 Proposal for Geotechnical Services 420 Vermillion Street, Hastings, MN An Equal Opportunity Employer M/F/V/H Page 3 and Split-Barrel Sampling of Soils. Sample intervals will be 2.5 feet to the top of bedrock. When bedrock is encountered, the drilling subcontractor will switch to wireline drilling methods and advance certain borings by rock core methods in general accordance with ASTM D2113,Standard Practice for Rock Core Drilling and Sampling of Rock for Site Exploration.Test borings will be left open throughout the drilling process to allow for longer term measurement of groundwater conditions if applicable. The test borings will be abandoned in accordance with State of Minnesota requirements. The excess soils will be thin spread on-Site. GZA can coordinate drumming of excess soils and the removal of excess, drummed soils for an additional cost, if requested. Task 2 - Classification and Laboratory Testing A GZA geotechnical engineer or engineering geologist will coordinate the drilling and classify soil samples recovered from the borings in general accordance with ASTM D2488,Standard Practice for Description and Identification of Soil (Visual-Manual Procedure). Geotechnical laboratory tests will be performed on select soil samples to confirm soil classifications. Depending on the subsurface conditions encountered, GZA anticipates submitting samples for the following list of laboratory tests: Moisture content; Grain size analysis; Atterberg limits; and Unconfined compressive testing of rock. Task 3 - Engineering Analyses and Report Preparation GZA will prepare a Geotechnical Engineering Report (“Report”) based on the subsurface conditions that are encountered and the results of the field and laboratory testing. The Report will include: Descriptions of soil and rock conditions encountered in the borings; Unified Soil Classification System (USCS) soil classifications; Rock core classification, including rock formation and type, field strength, appearance description, Rock Quality Designation (RQD), recovery, fracture density, decomposition, and mineralization; Photographic log of rock core; A summary of the geotechnical field and laboratory test results; Borehole water levels observed during and after drilling; Generalized description of the Site subsurface profile; Subgrade preparation recommendations; Bedrock rippability; Recommendations for the proposed shallow foundation system(s), including bearing capabilities of the subsoil encountered based on the recommended foundation type and corresponding bearing elevation; Settlement analysis for the anticipated loading conditions, including total and differential settlement; Cut and fill recommendations; Frost design requirement; April 29, 2025 Proposal for Geotechnical Services 420 Vermillion Street, Hastings, MN An Equal Opportunity Employer M/F/V/H Page 4 Coefficient of friction against sliding at base of foundation; Vertical subgrade modulus for concrete slabs-on-grade; Structural slab-on-grade recommendations and base course type and thickness; Estimated seismic Site classification and design parameters per the International Building Code (IBC); Stability of cut slopes and temporary excavation support requirements; Underdrain design requirements (if necessary); and, Support requirements for below grade utilities. An electronic copy (in PDF format) of the Report containing our findings, conclusions, and recommendations for the proposed development will be prepared and submitted. A paper copy of the Report can be provided upon request for an additional cost of $75 per bound report. Boring logs with soil classifications, a boring location plan (including GPS coordinates of the boring locations), laboratory test results, and procedures used in sampling and laboratory testing will be appended to the Report. BASIS OF BILLINGS Billings for the above-described scope of work will be based on a fixed-fee amount of $18,300, approximately broken down as follows: Task Amount Task 1 - Exploration Program $13,300 Drilling Subcontractor Two Days of Test Borings GZA Coordination/HASP/Field Observation Task 2 - Laboratory Testing $ 1,700 Task 3 - Analysis/Geotechnical Engineering Report $ 3,300 Total $18,300 This fee is based on our understanding of the project, as described in the scope of work outlined herein. If exploration conditions are more difficult than anticipated and additional hours or days of explorations are required, the additional time will be billed at $3,000 per day for GZA-subcontracted drilling, including GZA coordination, observation, and reporting. This fee includes no allowance for meetings with Client to discuss the results. PROJECT SCHEDULE Based on our current understanding of the Project, we will begin our services upon receiving an executed agreement. Our field schedule will be subject to weather conditions and the availability of our drilling subcontractor but should be completed in about two to three weeks of receiving notice to proceed. Drilling is anticipated to take two days to complete and laboratory testing is anticipated to take two weeks to complete. We will provide the Report within about two weeks after laboratory testing. The proposed schedule may vary depending on the availability of Site information, drilling equipment, field conditions, and other factors outside of GZA’s control. We will inform Client of any changes in this schedule as such change(s) become apparent. April 29, 2025 Proposal for Geotechnical Services 420 Vermillion Street, Hastings, MN An Equal Opportunity Employer M/F/V/H Page 5 CONDITIONS OF ENGAGEMENT The conditions of engagement are described in the attached Terms and Conditions for Professional Services (“Terms and Conditions”). GZA’s report will be prepared on behalf of and for the exclusive use of Client. Client acknowledges and agrees that the Report and the findings in the Report shall not, in whole or in part, be disseminated or conveyed to any other party, or used or relied upon by any other party, in whole or in part, except for the specific purpose and to the specific parties alluded to above, without the written consent of GZA. GZA would be pleased to discuss the conditions associated with any additional dissemination, use, or reliance by other parties. ACCEPTANCE This proposal may be accepted by signing in the appropriate space below and returning one complete copy to GZA. Issuance of a Purchase Order implicitly acknowledges acceptance of this proposal and Terms and Conditions. The executed agreement must be received prior to the initiation of the services described above. This proposal is valid for a period of 30 days from the date of issue. This Proposal for Services and Terms and Conditions shall constitute the entire agreement between the parties. GZA appreciates the opportunity to provide you with this proposal. If you have any questions or need further information, please feel to contact the undersigned. Very truly yours, GZA GeoEnvironmental, Inc. Dave Schultz Ian Mosbrucker, P.E. Senior Consultant Project Manager/Geotechnical Engineer Sean Leary Jesse D. Graham, P.E. Associate Principal Associate Principal/Geotechnical Engineer \\GZAMINNEAPOLIS\Proposals\Geotech Proposals\28.P000151.26 - Hastings Geotech Proposal\Proposal for Geotechnical Svcs - Vermillion St Hastings MN IP.docx Attachments: Terms and Conditions April 29, 2025 Proposal for Geotechnical Services 420 Vermillion Street, Hastings, MN An Equal Opportunity Employer M/F/V/H Page 6 This Proposal for Services, Schedule of Fees, and Terms and Conditions are hereby accepted and executed by a duly authorized signatory, who by execution hereof warrants that they have full authority to act for, in the name, and on behalf of City of Hastings. . CITY OF HASTINGS By: __________________________________ Title: __________________________ Printed/Typed Name: __________________________ Date: __________________________ This Proposal for Services, Schedule of Fees, and Terms and Conditions may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by an e-mail delivery of a document in “.pdf” format, each such signature shall create a valid and binding obligation of the party executing the document, or on whose behalf each document is executed, with the same force and effect as if each such facsimile or “.pdf” signature were an original thereof. TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES © 2025 by GZA GeoEnvironmental, Inc. (04/25-Edition/05-9010) April 2, 2025 These Terms and Conditions, together with GZA's Proposal, make up the Agreement between GZA and You, the Client, named in the Proposal. If the attached GZA Proposal is styled as a Master Services Agreement, then these Terms and Conditions will apply to any and all services ordered by you and performed by GZA. BEFORE SIGNING THE PROPOSAL, BE SURE YOU READ AND UNDERSTAND THE PARAGRAPHS ENTITLED "INDEMNIFICATION”, "LIMITATION OF REMEDIES" AND “DISPUTES” WHICH DEAL WITH THE ALLOCATION OF RISK BETWEEN YOU AND GZA. 1)Services. GZA will perform the services set forth in its Proposal and any amendments or change orders authorized by you (the “Services”). Any request or direction from you that would require extra work or additional time for performance or would result in an increase in GZA's costs will be the subject of a negotiated amendment or change order. All Services performed by GZA will be governed by this Agreement, even if performed prior to your execution of the Proposal. 2)Term. If the attached GZA proposal is styled as a Master Services Agreement, then the term of this Agreement will begin on the date of execution of the proposal (the “Effective Date”), and either party may terminate this Agreement for convenience upon thirty (30) days’ written notice, provided that GZA will be paid for all services performed through the date of termination. 3)Standard of Care; Warranties. a)GZA will perform professional Services with the degree of skill and care ordinarily exercised by qualified professionals performing the same type of services at the same time under similar conditions in the same or similar locality. GZA’s sole responsibility with regard to Services which do not meet the foregoing standard of care is to reperform such Services, at GZA’s expense, but only if you provide GZA written notice of such non-conformity within ninety (90) days after completion of the Services. b)NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTY OF MARKETABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE OR INTENDED BY GZA’S PROPOSAL OR BY ANY OF GZA’S REPORTS OR OTHER CONDUCT. 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 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 otherwise protecting them against theft and damage. 4)Payment. 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 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 thereon. b)Any retainer specified in GZA’s Proposal shall be due prior to the start of Services and will be applied to the final invoice for Services. c)GZA will submit invoices periodically, and payment will be due within 20 days from invoice date. You will notify GZA in writing of any invoice disputes within 10 days of the invoice date, and if no written notice of dispute is received, the invoice will be deemed approved in full. Overdue payments will bear interest at 1½ percent 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 other project and you will pay for all Services through termination, plus termination costs. You will reimburse GZA's costs of collecting overdue invoices, including 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 similar experience practicing in the jurisdiction). Any amounts paid by you to GZA will be applied first to interest and costs incurred by GZA, and then to the principal balance. 5)Your Responsibilities. a)If the Services involve entry onto a third-party property or otherwise require access to property you do not own or control, you will secure the access agreements, approvals, permits, licenses and consents necessary for performance of the Services, without GZA becoming a party to or otherwise being required to sign any such agreements, approvals, permits, licenses and consents. If you are the owner or operator of the Site, you will provide GZA with all documents, plans, information concerning underground structures (including but not limited to utilities, conduits, pipes, and tanks), information related to hazardous materials or other environmental or geotechnical conditions 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 or operator of the Site, you agree to make reasonable efforts to obtain these same documents and provide them to GZA. GZA is entitled to rely on the accuracy and completeness of documents and information you provide. You acknowledge that the quality of the services provided by GZA is directly related to the accuracy and completeness of the information and data that you furnish to GZA. 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 the contractor or construction manager provisions obligating the latter: i)to defend, indemnify and hold harmless, to the fullest extent permitted by law, GZA, its affiliates and subsidiaries, and each of their officers, directors, members, partners, agents, insurers, employees, and subconsultants (the “GZA Indemnitees”) and you, for or on account of any claims, liabilities, costs and expenses, including attorneys' fees, arising out of or relating to the design or implementation of construction means, methods, procedures, techniques, and sequences of construction, including safety precautions or programs, of the contractor, the construction manager, or any of their subcontractors or any engineer engaged by them; ii)to name you and GZA as additional insureds under general liability and builder's risk insurance coverages maintained by the contractor or construction manager, or any of their subcontractors, and to ensure that such policies are primary and noncontributory with regard to the above indemnity obligations; and iii)to require that all of their subcontractors agree and be bound to the obligations set forth in (i) and (ii) above. c)In the event that you are unable to secure such provisions in the agreement(s) with the contractor or construction manager, you shall promptly (but in any event prior to the commencement of the Services) notify GZA and GZA shall have the opportunity to negotiate with you reasonable substitute risk allocation and insurance indemnities and protections. Failure to provide such notice will be a material breach of this Agreement. d)To the extent you are entitled to indemnification (either contractual or at common law) or are otherwise indemnified by the contractor or construction manager and/or their subcontractors, you agree to waive any claim (including without limitation indemnification or insurance claims) against GZA. 6)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, 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 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 Terms and Conditions Page | 2 of 4 (04/25-Edition/05-9010) April 2, 2025 will exercise reasonable care to limit damage to landscaping, paving, systems and structures at the Site, you acknowledge that some damage may occur even with the exercise of due care and you agree to compensate GZA for any restoration it is asked to perform, unless otherwise indicated in the Proposal. 7)Underground Facilities. GZA's only responsibility under this Agreement will be to provide proper notification to the applicable state utility "Call-Before-You- Dig" program. You further agree to assume responsibility for and to defend, indemnify and hold harmless GZA with respect to personal injury and property damages due to GZA's interference with subterranean structures including but not limited to utilities, conduits, pipes, and tanks: a)that are not correctly shown on any plans and information you or governmental authorities provide to GZA; or b)that are not correctly marked by the appropriate utility. 8)Reliance. The services, information, and other data furnished by you shall be at your expense, and GZA may rely upon all information and data that you furnish, including the accuracy and completeness thereof. You acknowledge that the quality of the Services provided by GZA is directly related to the accuracy and completeness of the information and data that you furnish to GZA. GZA’s REPORTS ARE PREPARED FOR AND MADE AVAILABLE FOR YOUR SOLE USE. YOU ACKNOWLEDGE AND AGREE THAT USE OF OR RELIANCE UPON THE REPORT OR THE FINDINGS IN THE REPORT BY ANY OTHER PARTY, OR FOR ANY OTHER PROJECT OR PURPOSE, SHALL BE AT YOUR OR SUCH OTHER PARTY’S SOLE RISK AND WITHOUT ANY LIABILITY TO GZA. YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE GZA INDEMNITEES FROM ALL CLAIMS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR RESULTING FROM ANY USE, REUSE, OR MODIFICATION OF THE DOCUMENTS WITHOUT WRITTEN VERIFICATION, COMPLETION, OR ADAPTATION BY GZA AND SUCH LIMITED LICENSE TO YOU SHALL NOT CREATE ANY RIGHTS IN THIRD PARTIES. However, in GZA’s sole discretion, which may be withheld for any reason whatsoever, if you request that GZA extend reliance to a third party, then such reliance will be conditioned upon the third party’s acceptance of such reliance on GZA’s standard reliance terms and you will be obligated to pay GZA a reliance fee calculated as 10% of GZA’s original fee for the report upon which reliance is being extended. 9)Lab Tests and Samples. GZA is entitled to rely on the results of laboratory tests using generally accepted methodologies. GZA may dispose of samples in accordance with applicable laws 30 days after submitting test results to you unless you request in writing for them to be returned to you or to be held longer, in which case you will compensate GZA for storage and/or shipping beyond 30 days. 10)GZA Professionals. GZA employees or consultants may act as licensed, certified or registered professionals (including but not limited to Professional Engineers, Licensed Site or Environmental Professionals, Certified Hazardous Materials Managers, or Certified Industrial Hygienists, collectively referred to in this section as “GZA Professionals”), whose duties may include the rendering of independent professional opinions. You acknowledge that a federal, state or local agency or other third party may audit the Services of GZA or other contractor/consultant(s), which audit may require additional Services, even though GZA and such GZA Professionals have each performed such Services in accordance with the standard of care set forth herein. You agree to compensate GZA for all Services performed in response to such an audit, or to meet additional requirements resulting from such an audit, at the rates set forth in the applicable Proposal, amendment or change order. 11)Hazardous Materials; GZA “Not a Generator”. Before any hazardous or contaminated materials, including, if applicable, ACMs (the “Wastes”) are removed from the Site, you will sign manifests naming you as the generator of the Wastes (or, if you are not the generator, you will arrange for the generator to sign). You will select the treatment or disposal facility to which any Wastes are taken. GZA will not be the generator or owner of, nor will it possess, take title to, or assume legal liability for any Wastes at or removed from the Site. GZA will not have responsibility for or control of the Site or of operations or activities at the Site other than its own. GZA will not undertake, arrange for or control the handling, treatment, storage, removal, shipment, transportation or disposal of any Wastes at or removed from the Site, other than any laboratory samples it collects or tests. You agree to defend, indemnify and hold the GZA Indemnitees harmless for any costs or liability incurred by GZA in defense of or in payment for any legal actions in which it is alleged that GZA is the owner, generator, treater, storer or disposer of any Wastes. 12)Limits on GZA's Responsibility. GZA will not be responsible for the acts or omissions of contractors or others at the Site, except for its own subcontractors and employees. GZA will not supervise, direct or assume control over or the authority to stop any contractor's work, nor shall GZA's professional activities nor the presence of GZA or its employees and subcontractors be construed to imply that GZA has authority over or responsibility for the means, methods, techniques, sequences or procedures of construction, for work site health or safety precautions or programs, or for any failure of contractors to comply with contracts, plans, specifications or laws. Any opinions by GZA of probable costs of labor, materials, equipment or services to be furnished by others are strictly estimates and are not a guarantee that actual costs will be consistent with the estimates. 13)Changed Conditions. a)You recognize the uncertainties related to the Services (including, without limitation, environmental and geotechnical Services), which often require a phased or exploratory approach, with the need for additional Services becoming apparent during the Services. You also recognize that actual conditions encountered may vary significantly from those anticipated, that laws and regulations are subject to change, and that the requirements of regulatory authorities are often unpredictable. b)If changed or unanticipated conditions or delays make additional Services necessary or result in additional costs or time for performance, GZA will notify you and the parties will negotiate appropriate changes to the scope of Services, compensation and schedule. 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 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 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. 14)Documents and Information. All documents, data, calculations and work papers prepared or furnished by GZA are instruments of service and will remain 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, use at another site, use on another project, or use by a third party will be at the user's sole risk, and without any liability to GZA. Any technology, methodology or 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 to complete this project by others, except by written agreement relating to use, liability and compensation. 15)Electronic Media. In accepting and utilizing any drawings, reports and data on any form of electronic media generated by GZA, you covenant and agree 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, including copyrights. In the event of a conflict between the signed documents prepared by GZA and electronic files, the signed documents shall govern. You 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 transfer Terms and Conditions Page | 3 of 4 (04/25-Edition/05-9010) April 2, 2025 of these electronic files to others or reuse or modifications to such files by you without the prior written consent of GZA will be at the user’s sole risk and without any liability to GZA. 16)Confidentiality; Subpoenas. Information about this Agreement and GZA's Services and information you provide to GZA regarding your business and 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 others without your consent, except as GZA reasonably believes is necessary: (a) to perform the Services; (b) to comply with professional standards to protect public health, safety and the environment; and (c) to comply with laws, regulations, court orders and professional obligations. GZA will make reasonable efforts to give you 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 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 applicable Proposal, amendment or change order (including, without limitation, for outside counsel expenses incurred by GZA and/or time expended by in-house counsel, which will be charged to you at the prevailing market rate for attorneys of similar experience practicing in the jurisdiction). Notwithstanding the foregoing, GZA shall be entitled to use your name and a general description of the Services in promotional materials. 17)Insurance. During performance of the Services, GZA will maintain workers’ compensation, commercial general liability, automobile liability, and professional liability/contractor's pollution liability insurance. GZA will furnish you certificates of such insurance on request. 18)Indemnification. You agree to hold harmless, indemnify, and defend the GZA Indemnitees against all claims, suits, fines and penalties, including mandated 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 Agreement or the Services, except to the extent they are caused by GZA’s negligence or willful misconduct The duty to defend will be triggered upon a claim, suit, fine and/or penalty being alleged or threatened, and will only terminate when and to the extent GZA’s proportion of negligence is finally adjudicated by a court of competent jurisdiction. If the foregoing indemnification is determined to be void or unenforceable as a matter of law, then it shall be automatically reformed to apply the original intent of the clause to the maximum extent permissible by law. 19)Limitation of Remedies. a)To the fullest extent permitted by law and notwithstanding anything else in this Agreement to the contrary, the aggregate liability of GZA and its affiliates, parents and subsidiaries and subcontractors and each of their employees, insurers, principals, officers, directors, partners and agents (collectively referred to in this paragraph as "GZA") for all claims arising out of this Agreement or the Services is limited to $50,000 or, if greater, 10% of the compensation received by GZA under this Agreement. 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. c)Any claim against GZA related in any way to the services provided pursuant to this Proposal, or the terms herein, is waived unless suit is commenced in a proper jurisdiction within one year of substantial completion of GZA’s services. This waiver may not be construed to extend any applicable statute of limitations. d)GZA will not be liable for lost profits, loss of use of property, delays, contractual penalties or other special, indirect, incidental, consequential, punitive, exemplary, liquidated, or multiple damages. This includes but is not limited to fines and/or penalties and/or sanctions imposed by any local, state, or federal government, agency, or regulatory body. e)GZA will not be liable to you or the Site owner for injuries or deaths suffered by GZA's or its subcontractors' employees. 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 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 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 such rights as they may have to the proceeds of such insurance as set forth in this Agreement. You or GZA, as appropriate, shall require of the contractors, consultants, agents, and employees of any of them, similar waivers in favor of the other parties enumerated herein. 20)Disputes. a)Subject to the provisions of 20(d) below, all disputes between you and GZA shall be subject to non-binding mediation. 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 that the matter be mediated within forty-five (45) days of service of notice. c)The mediation shall be administered by the American Arbitration Association in accordance with its most recent Construction Mediation Rules, or by such other person or organization as the parties may agree upon. d)No action or suit may be commenced unless mediation has occurred but did not resolve the dispute, or unless a statute of limitations period or the one-year waiver period described in 19(c) above would expire 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 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 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 and GZA may immediately file suit to enforce the terms of this Agreement. e)In the event GZA commences litigation to recover payment of an unpaid invoice, you shall not be permitted to interpose any counterclaim. Any claim against GZA which remains viable under the terms of this Agreement must instead be brought in a separate action against GZA, subject to the terms of this Agreement, including, without limitation, the pre-suit certification requirement contained in Section 20(g). f)You agree to pay reasonable attorneys' fees and all other costs and expenses (including, but not limited to reasonable investigative expenses and expert and consultant expenses) which may be incurred by GZA in the enforcement of this Agreement in the event that (a) it is finally adjudicated by a court of competent jurisdiction that you have breached this Agreement; or (b) where you allege that GZA has breached this Agreement or otherwise acted negligently and it is finally adjudicated by a court of competent jurisdiction that GZA did not in fact breach this Agreement or act negligently. If for any reason it is adjudicated that the foregoing provision is in violation of applicable law, is subject to a state statute automatically converting this clause to be reciprocal between the parties, is contrary to public policy or is unconscionable or a contract of adhesion, then the foregoing clause will be null and void and of no effect. Under no circumstances shall the foregoing clause be replaced with a reciprocal clause. g)You shall make no claim against GZA for professional negligent acts, errors, omissions and/or alleged breach of contract either directly, indirectly, as a counterclaim or crossclaim, or in a third party claim, unless you have first provided GZA with a written certification executed by an independent professional Terms and Conditions Page | 4 of 4 (04/25-Edition/05-9010) April 2, 2025 practicing in the same discipline as GZA and licensed in the jurisdiction in which GZA provided you its Services. This certification must (i) identify the name and license of the certifier, (ii) specify each and every act or omission that the certifier contends is a violation of the standard of care expected of professional performing professional services under similar circumstances; and (iii) state in complete detail the basis for certifier's opinion that each such act or omission constitutes a violation of the standard of care. This certificate must be provided to GZA no less than thirty (30) days prior to the submission of a formal claim. 21)Miscellaneous. a)This Agreement and all claims relating thereto shall be governed by the substantive and procedural laws of the Commonwealth of Massachusetts, as they presently exist or may hereafter be amended, without regard to principles of conflict of laws. b)The above terms and conditions regarding Limitation of Remedies and Indemnification shall survive the completion of the Services under this Agreement and the termination of the contract for any reason. 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 against GZA unless specifically approved in writing by a principal of GZA. d)Having received these Terms and Conditions, your oral authorization to commence Services, your acceptance of performance of the Services, your actions, or your use of the Report or Work Product constitutes your acceptance of them. e)This Agreement supersedes any contract terms, purchase orders or other documents issued by you, even if signed by an authorized representative of GZA. f)Neither party may assign or transfer this Agreement or any rights or duties hereunder without the written consent of the other party. 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 reason whatsoever shall not absolve you, your successors or assigns of any obligation to pay any sum to GZA under this agreement. h)These Terms and Conditions shall govern over any inconsistent terms in GZA’s Proposal. i)Any provision of this Agreement later held to be unenforceable for any reason shall be deemed void, and all remaining provisions shall continue in full force and effect on the parties, who agree that the Agreement shall be reformed to replace such voided provision with a valid and enforceable provision that comes as close as possible to expressing the intention of the voided provision. 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 their respective successors and assigns. k)Any reports generated by GZA will be subject to GZA’s standard report limitations for that particular type of report. l)To the extent applicable to GZA’s Services, you acknowledge and agree that GZA cannot anticipate the effects of climate change/extreme weather on any report, design or other document produced by GZA, unless such analysis is specifically within the scope of GZA’s Services. m)You agree that during the performance of GZA’s Services and for a period of twelve (12) months completion of those Services, you will not encourage, induce, or otherwise solicit, or actively assist any other person or organization to encourage, induce or otherwise solicit, directly or indirectly, any employee of the GZA or any of its affiliates to terminate their employment with GZA or any of its affiliates, or otherwise interfere with the advantageous business relationship of GZA or any of its affiliates with their employees. You agree that if you violate this non-solicitation provision, you will pay GZA liquidated damages in an amount equal to the total earnings of the solicited employee during the last twelve (12) months of their employment with GZA. n)This Agreement does not create any third-party beneficiaries and is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, anyone else. 22)Asbestos Abatement Services (If Applicable). If the Services include asbestos abatement services, then the following terms and conditions will apply and will supersede any conflicting terms contained elsewhere in this Agreement. a)You acknowledge that conditions can vary from those encountered at the times and locations of explorations and data collection, and that the limitation on available data may result in some level of uncertainty with respect to the interpretation of those conditions, despite due professional care. GZA therefore cannot guarantee specific results such as the identification or removal of all asbestos or other contamination. 23)Microbial Services (If Applicable). If the Services include Microbial services, then the following terms and conditions will apply and will supersede any conflicting terms contained elsewhere in this Agreement. For purposes of this Agreement, Microbial is defined as any and all fungal and/or bacterial growth including but not limited to mold, mildew, yeast, fungus, fungi, bacteria, spores, odors, particulates, vapors, gas, or other emissions produced by or arising out of or toxins emanating therefrom. a)You recognize that meeting the standard of care does not establish an assurance that corrective procedures will be permanent. Because Microbial infestations are created by near-omnipresent living microscopic spores which grow very quickly and are influenced by nanoclimatological conditions that are very difficult to detect and sources of water intrusion, elevated moisture or relative humidity over which GZA has neither control or responsibility, GZA cannot and does not claim that its Services will eliminate the risk of a Microbial infestation recurring. b)You acknowledge that the Services entail risk of personal injury and property damage (including cross-contamination) that cannot be avoided, even with the exercise of due care. You also acknowledge that environmental conditions can vary from those encountered at the times and locations of explorations and data collection, and that the limitation on available data may result in some level of uncertainty with respect to the interpretation of these conditions, despite due care. GZA therefore cannot guarantee specific results such as the identification of all contamination or other environmental conditions or problems nor their resolution. c)You acknowledge that Microbial infestations may be hidden from view and concealed in locations that are difficult to discover. Accordingly, you agree that despite GZA’s efforts, some Microbial locations may remain undetected. In such situations, you agree that you will have no claim against GZA provided GZA followed the applicable standard of care and all applicable laws and regulations pertaining to the Work. d)You further agree that when GZA performs Services intended to minimize the risk of Microbial infestations, GZA shall not be liable for damages resulting from Microbial contamination including but not limited to fungal or bacterial infestations and water damage or dry or wet rot. You agree to waive any Microbial infestation claim(s) against GZA and you agree to indemnify, defend and hold the GZA Indemnitees harmless from any claim alleging that GZA’s Services caused or aggravated a Microbial infestation or did not prevent a Microbial infestation from recurring. An Equal Opportunity Employer M/F/V/H April 22, 2025 28.P000153.26 Alex Menke City of Hastings 101 4th Street East Hastings, MN 55033 Re:Proposal for Phase I Environmental Site Assessment & Pre-demolition Asbestos & Regulated Waste Inspection Hastings City Block Redevelopment Block #28 (Lots 1-8) Hastings, Minnesota Dear Mr.Menke: In accordance with our recent conversation, GZA GeoEnvironmental, Inc. (GZA) is pleased to submit the following proposal for a Phase I Environmental Site Assessment (ESA)and Pre-demolition Asbestos, & Regulated Waste Inspection of the above-referenced property (Subject Property).The scope of work provided below is consistent with ASTM International’s Standard Practice for Phase I Environmental Site Assessments, E1527-21 (ASTM E1527-21). This assessment will be performed by or under the supervision of a GZA employee who meets the definition of an Environmental Professional, as that term is defined in ASTM 1527-21. BACKGROUND Based on recent conversations, we understand the City of Hastings is completing due diligence in connection with a planned redevelopment of the subject property, which includes all of Block #28,which is located west of Vermillion Street between 4th & 5th Street West and east of Eddy Street.The Subject Property consists of 12 contiguous parcels totaling approximately 1.67 acres developed and is currently developed with five commercial buildings, a residential dwelling, and associated outbuildings. Note, we understand that the City of Hastings Economic Development Authority currently owns ten of the 12 parcels and is planning to purchase the remaining two parcels that are currently occupied by a pizza restaurant and parking lot. We further understand that the current structures will be demolished to make way for a new mixed-use development. Based on our review of Minnesota Pollution Control Agency (MPCA)online databases, the Subject Property was identified with a closed petroleum release, and the adjoining properties to the northeast and east were identified with petroleum and/or hazardous substance releases.Our assessment will include review of the regulatory files for the documented releases and other regulated activties. April 22, 2025 File No.28.P000153.26 Proposal for Phase I ESA –Hastings City Block Page |2 Proactive by DesignOBJECTIVE The objective of GZA's Phase I Environmental Site Assessment is to render an opinion as to whether surficial or historical evidence indicates the presence of Recognized Environmental Conditions which have the potential to result in hazardous substances (including the recently CERCLA-designated compounds perfluorooctanoic acid (PFOA) and perfluorooctane sulfonic acid (PFOS))or petroleum products in the soil, groundwater, and/or soil vapor at the Subject Property. A “Recognized Environmental Condition”or “REC”as defined in E1527-21 is “(1) the presence of hazardous substances or petroleum products in, on, or at the subject property due to a release to the environment; (2) the likely presence of hazardous substances or petroleum products in, on, or at the subject property due to a release or likely release to the environment; or (3) the presence of hazardous substances or petroleum products in, on, or at the subject property under conditions that pose a material threat of a future release to the environment.”The term is not intended to include de minimis conditions that generally would not present a threat to human health or the environment and that generally would not be the subject of an enforcement action if brought to the attention of appropriate governmental agencies. Many states regulate additional polyfluoroalkyl substances (PFAS)beyond PFOA and PFOS.Therefore, unless directed otherwise, GZA’s Phase I Environmental Site Assessment will include an evaluation of those PFAS which are considered hazardous or regulated substances under either federal or Minnesota law.Note that the inclusion of substances not specifically designated by CERCLA constitutes an intentional modification to the ASTM Standard Practice. SCOPE OF SERVICES PHASE I ENVIRONMENTAL SITE ASSESSMENT TASK 1 SITE RECONNAISSANCE GZA will conduct a site reconnaissance to observe surficial evidence of Recognized Environmental Conditions. Typical elements of the site reconnaissance consistent with the ASTM guideline include: Documentation of current Subject Property use; Documentation of use of adjoining properties; Observations for hazardous substances or petroleum products present at the Subject Property; Observations for aboveground and underground storage tanks; and Observations for spills, stains, floor drains, sumps or other features which might result in a release of hazardous material or petroleum products to the soil, groundwater, and/or soil vapor. For the purpose of this proposal, we assume the site reconnaissance can be completed during one visit and that all portions of the Subject Property, including any structures on the Subject Property, will be accessible during this April 22, 2025 File No.28.P000153.26 Proposal for Phase I ESA –Hastings City Block Page |3 Proactive by Designvisit.Any limitations to our observations will be noted in our report.Photographs of pertinent Subject Property features will be included in the report. TASK 2 INTERVIEWS GZA will interview the present property owner, selected tenants, the Key Site Manager, and/or others knowledgeable of the property, either during the site reconnaissance or by telephone, regarding the current and past site use. Past owners and tenants may also be interviewed as part of this assessment. If the property is abandoned, as that term is defined by ASTM,and in certain situations,GZA will attempt to interview one or more adjoining or neighboring property owners. We will also inquire about environmental permits, records, and previous environmental studies which may have been conducted at the Subject Property. Certain local officials knowledgeable of environmental issues will also be interviewed (see Task 5). These local officials may include health and fire departments who may maintain environmental records concerning the Subject Property. TASK 3 SUBJECT PROPERTY HISTORY REVIEW GZA will review ASTM Standard Historical Sources for the Subject Property to develop a chain-of-use history back to the Subject Property’s first developed use or to 1940, whichever is earlier. The Standard Historical Sources used will be selected from the following resources, as available and appropriate for the Subject Property: Aerial photographs Assessor's records Street directories Historical societies Fire insurance maps Title information, if provided by Client/User Building department records Historical topographic maps Zoning and land use records Please note that the preparation of a chain of title is beyond the scope of this proposal. It should be noted that ASTM recognizes that “data failure is not uncommon” when trying to establish the historical use of a property, and that data gaps may be encountered when evaluating the developed land use history. GZA acknowledges that our assessment may encounter Significant Data Gaps that affect the ability of the Environmental Professional from April 22, 2025 File No.28.P000153.26 Proposal for Phase I ESA –Hastings City Block Page |4 Proactive by Designidentifying a REC. GZA cannot make any representation as to environmental conditions which may have resulted from activities during these periods of Significant Data Gaps. TASK 4 REGULATORY REVIEW GZA will review selected state and federal lists and databases for the location of listed properties in accordance with ASTM guidance and as noted below. This review will be conducted primarily through our database subcontractor,ERIS.When appropriate, tribal records made available will be reviewed. Database Search Radius National Priorities List sites (NPL)1 mile Federal Delisted NPL sites 1/2 mile Federal CERCLIS list 1/2 mile Federal CERCLIS NFRAP 1/2 mile Federal RCRA TSD list 1/2 mile Federal RCRA generator list property and adjoining properties Federal RCRA CORRACTS 1 mile Federal institutional controls/engineering controls property only Federal ERNS list property only State/Tribal hazardous waste sites list 1 mile State/Tribal landfill or solid waste disposal sites 1/2 mile State/Tribal leaking underground storage tank list 1/2 mile State/Tribal registered underground storage tank list property and adjoining properties State/Tribal institutional controls/engineering controls list (IC/EC)property only State/Tribal Brownfield Sites 1/2 mile State/Tribal Voluntary Clean-Up Sites 1/2 mile Note:Some states do not maintain all the lists identified above.In addition, it may be necessary to obtain certain information through the Freedom of Information Act (FOIA) by written requests to regulatory agencies.Information requested through FOIA may not be available within the time frame requested for this report.ASTM E1527-21, Section 8.1.5, defines “reasonably ascertainable information” as that information that can be obtained within 20 days of a request.The approximate minimum search distance presented above for a particular record may be adjusted in the discretion of the environmental professional. Further, our database vendors may provide listings for additional databases not referenced in ASTM E1527-21. Task 4A Regulatory Agency File Review ASTM standard 1527-21 section 8.2.3.1, specifies that “if the property or any of the adjoining properties is identified on one or more of the standard environmental record sources [Task 4 above], pertinent regulatory files and/or records associated with the listing should be reviewed in accordance with 8.1.1 through 8.1.8” of the standard.If such a regulatory agency file review appears warranted and cannot be completed within the budget presented below (e.g., if files and/or records are only available in-person or if the number of files and/or records is not reasonably reviewable), you will be notified, and a change order will be issued for the regulatory agency file review.The fee for this review is not included within the budget estimate below. April 22, 2025 File No.28.P000153.26 Proposal for Phase I ESA –Hastings City Block Page |5 Proactive by DesignTASK 5 LOCAL AGENCY REVIEW In addition to the state database review, GZA will attempt to contact appropriate local environmental regulatory agencies, either by telephone or in person, to inquire about environmental conditions at the Subject Property and in its vicinity. The agencies contacted may include: Health department; Water department; Conservation commission; Town engineer; Fire department; Zoning board; Water/sewer department; Building department; and City/town clerk TASK 6 USER RESPONSIBILITIES ASTM 1527-21 describes tasks to be performed by the User that will help identify the possibility of Recognized Environmental Conditions. ASTM defines the User as the party who seeks to use the ASTM 1527-21 report to complete an environmental site assessment of the property. For the purposes of this proposal, we define the User as our Client. GZA will review the information provided by the User and summarize the information in the report. User responsibilities defined by ASTM include: Reviewing land title records and lien records for environmental liens or Activity and Use Limitations (AULs) and reporting the results of this review to the Environmental Professional; Communicating any “specialized knowledge or experience of the User” regarding Recognized Environmental Conditions at the Subject Property to the Environmental Professional; Communicating any “actual knowledge of the User” of any environmental lien or AULs to the Environmental Professional; Considering the relationship of the purchase price to the fair market value and making a “written record” of any reason for a lower purchase price; and Communicating any “commonly known or reasonably ascertainable information” regarding Recognized Environmental Conditions at the Subject Property to the Environmental Professional. Section 12.3 of ASTM 1527-21 (Contents of Report) specifies that “the report shall state whether the User reported to the Environmental Professional any information pursuant to the User’s responsibility described in Section 6.00” of the ASTM standard and Section 6.2.3.2 (Environmental Professional Report Requirements) of ASTM E1572-21 notes that April 22, 2025 File No.28.P000153.26 Proposal for Phase I ESA –Hastings City Block Page |6 Proactive by Design“environmental professionals shall describe in their report whether they received the results of the environmental lien and AUL search” required of the User. TASK 7 THE REPORT GZA will prepare an electronic copy of the report containing our observations, the results of our research, and our conclusions relating to the apparent environmental conditions at the Subject Property, and identifying any significant data gaps, if any. Bound hard copies of the report will be prepared for an additional fee of $100 per report. The report will include an opinion by GZA with regard to the presence of Recognized Environmental Conditions at the Subject Property, and will define the limitations regarding this opinion. The report will also include the information provided as part of User responsibilities. The report and opinion will be based solely upon the services described herein and will not be based on scientific tasks or procedures beyond the scope of described services or any time or budgetary constraints imposed by Client. The findings and conclusions of GZA's site assessment will not be scientific certainties, but rather our professional opinion concerning the significance of the data gathered during the course of the site assessment. GZA will not be able to represent that the Subject Property contains no hazardous material, oil, or other latent condition beyond that detected or observed by GZA during the site assessment. PRE-DEMOLITION ASBESTOS, & REGULATED WASTE INSPECTION GZA understands that the buildings will be demolished, and the Client has requested a hazardous building material evaluation (HBME) of all structures, also known as a Pre-demolition Asbestos, & Regulated Waste Inspection.The following tasks will be completed as part of this scope of work. TASK 1 SUPPLEMENTAL ASBESTOS INSPECTION GZA will perform an inspection of all building interiors,exteriors,and grounds to collect samples of suspect asbestos containing materials (ACM). Each structure will be considered a separate inspection. The demolition inspection will be performed in phases, with the objective of the first phase being to identify high-cost abatement items by implementing limited destructive sampling. This will still involve collecting small samples of the suspect building materials, but we will not create exploratory holes or “major damage”to the buildings.Major damage in real property refers to damage that is significant and substantial, often causing a loss of function or value to an object or property. Specifically, it can be defined as damage that is extensive, difficult or costly to repair, or that renders the damaged item unusable or in a condition where it can no longer fulfill its intended purpose.We will strive to make sample locations in Phase I of the inspection as inconspicuous as possible. Phase II of the inspection will be completed once the Client authorizes more destructive testing. For certain structures, the Client may desire us to move directly into Phase II of the inspection.During Phase II of the inspection, larger exploratory holes will be made in walls, floors, and ceilings to identify any concealed suspect ACM.The roof will also be sampled,which will be patched to the best of our ability with no express warranty implied.Following Phase II, the inspection will be considered complete and will meet requirements under the Asbestos Hazard Emergency Response Act (AHERA) and National Emission Standards for Hazardous Air Pollutants (NESHAP). GZA will provide labor, equipment, and materials to conduct the inspection. A GZA asbestos inspector accredited by the United States Environmental Protection Agency (EPA) and MN Department of Health (MDH) will conduct the inspection of the structures. Suspect ACMs located on the structures will be identified and sampled and submitted for laboratory April 22, 2025 File No.28.P000153.26 Proposal for Phase I ESA –Hastings City Block Page |7 Proactive by Designanalysis.The actual number of samples to be collected will depend on the number of different types of suspect ACMs observed that require characterization.For the purposes of this proposal, we have assumed approximately 50-80 samples per building (~460 total samples)of friable and non-friable organically bound materials samples will be analyzed by Polarized Light Microscopy (PLM) analysis. TASK 2 HAZARDOUS MATERIALS EVALUATION GZA will conduct a hazardous material evaluation to document possible Regulated Waste materials within the building. Such materials must be properly disposed of and/or recycled or may require special handling prior to demolition activities at the Site including PCB containing equipment, stored chemicals and fluorescent lighting fixtures. No sampling of suspect hazardous waste items will be conducted to determine the make-up of the chemicals. TASK 3 HBME REPORT A summary report will be prepared following completion of the fieldwork and receipt of analytical results. The report will contain a summary of the work performed, laboratory analyses, location and estimated quantities of identified ACMs, and hazardous or regulated materials. Should any of the building material samples return an asbestos analytical result of less than one percent, we will contact you to discuss if you would like to point count the material to confirm a less than one percent asbestos content or presume the material to contain greater than one percent asbestos as required by the Environmental Protection Agency (EPA). SCHEDULE GZA can complete the Phase I ESA within four weeks of authorization.We will be prepared to start the fieldwork within one week of authorization for Phase I ESA and the Pre-demolition Asbestos & Regulated Waste Inspection. We understand some of the buildings may still be occupied at the time of the inspectionand we will phase out the Pre-demolition Asbestos & Regulated Waste Inspection based on direction from the client.The anticipated turnaround time for asbestos laboratory results is five days and we anticipate completing the Asbestos and Regulated Waste Inspection on the proposed four-week turnaround.Please communicate any critical dates and we will endeavor to meet your deadline. BASIS OF BILLINGS Billings for the Phase I ESA will be based on a Fixed Fee, while Tasks 1 and Tasks 2 for the Pre-Renovation Asbestos, & Regulated Waste Inspection will be billed on actual time and expenses in accordance with the attached Schedule of Fees. Direct expenses will be billed at cost plus 15 percent.Fees for services are broken out as follows: Phase I ESA:$5,500.00 Pre-Renovation Asbestos, & Regulated Waste Inspection Building Inspection (2 days plus return trip):$ 2,500.00 Laboratory Testing (assumes 460 ACMx$12/ea)$ 5,520.00 Project management, data evaluation, admin and report:$ 1,750.00* ACM/HBME Estimated Total:$ 9,770.00 Estimated Total:$ 15,270.00 April 22, 2025 File No.28.P000153.26 Proposal for Phase I ESA –Hastings City Block Page |8 Proactive by Design*Task 3 (HBME Report) will be billed on a Fixed Fee basis. This estimate is based on the anticipated scope of work outlined above, which represents our present judgment as to the level of effort requested. You will be notified of any conditions requiring an increase in the budget estimate if such conditions become evident. This budget estimate includes no allowance for outside laboratory chemical analyses, or for meetings with Client to discuss the results of the site assessment. Should one or more reliance letters be needed,each will be prepared by GZA at a fixed fee of $500 subject to the limitations and terms and conditions set forth in the report and in the proposal (see Conditions of Engagement below). Invoices for our services will be mailed to the address presented above. Should your billing address be different, please provide that information on the last page of this agreement. OPTIONAL TASKS:NON-SCOPE CONSIDERATIONS ASTM defines Business Environmental Risk as a “risk which can have a material environmental or environmentally driven impact on a business associated with the current or planned use of a parcel of real estate” beyond the scope associated with ASTM 1527-21. ASTM states that “an evaluation of Business Environmental Risk associated with a parcel of commercial real estate may necessitate investigation beyond that identified in this practice.” ASTM further provides a list of non-scope conditions that “may warrant consideration to parties to a commercial real estate transaction.” Non-Scope Considerations that can be conducted by GZA include: Property Condition Assessments Wetland or Flood Hazard Assessments Regulatory Compliance Reviews Title Search Mold Surveys Indoor Air Quality Profiles Radon Testing Please identify (by checking the appropriate box above) any of the Business Environmental Risks that you would like to include with this assessment and GZA will prepare a site-specific proposal and cost estimate for these evaluations. CONDITIONS OF ENGAGEMENT Conditions of engagement are described in the attached standard Terms and Conditions for Professional Services (04/25- Edition/05-9010).GZA's report will be prepared on behalf of and for the exclusive use of the Client.In addition, GZA acknowledges and agrees that Client may provide the report for informational purposes, with the appended standard Terms and Conditions (04/25-Edition/05-9010), to the others.Should one or more reliance letters be needed, each will be prepared by GZA in accordance with the attached Terms and Conditions.Reliance upon the report shall be subject to all the Limitations, Terms and Conditions set forth in the report and in the Proposal, referred to in the report and incorporated therein, and to the viability of the report as defined by ASTM Standard Practice E 1527-21 (see below).GZA’s aggregate liability to all parties who may come to rely upon the report is limited to the amount set forth in the Terms and Conditions and is not expanded by issuance of any Reliance Letters.Client acknowledges and agrees that reliance upon the report and the findings in the report by any other party, or for any other purpose, shall be at that party’s sole risk and without any liability to GZA. April 22, 2025 File No.28.P000153.26 Proposal for Phase I ESA –Hastings City Block Page |9 Proactive by DesignCONTINUED VIABILITY AND RELIANCE ASTM Standard Practice E1527-21, Sections 4.6 to 4.7.1, states that an environmental site assessment is considered valid only if it was completed fewer than 180 days prior to acquisition or a pending transaction. If certain components of the environmental site assessment (specifically the interview, search for liens, records reviews, site reconnaissance, and completion of the User Responsibilities questionnaire) were completed more than 180 days prior to acquisition or the pending transaction, the assessment is considered invalid and must be updated in accordance with Section 4.6 of ASTM Standard Practice E1527-21. Any reliance assigned by GZA will be effective only through the period that the report is considered valid. ACCEPTANCE This proposal may be accepted by signing in the appropriate spaces and returning one copy to us. The executed agreement must be received prior to the initiation of the services described above. Issuance of a purchase order implicitly acknowledges acceptance of the standard Terms and Conditions (04/25-Edition/05-9010). This Proposal for Services and Terms and Conditions shall constitute the entire agreement between the parties. This proposal is valid for a period of 30 days from the date of issue. Very truly yours, GZA GEOENVIRONMENTAL, INC. Aaron Remer Chris Murphy Project Manager Building Services Manager Sean Leary Associate Principal/VP-Transaction Risk Management Attachments:Terms and Conditions for Professional Services (04/25-Edition/05-9010) April 22, 2025 File No.28.P000153.26 Proposal for Phase I ESA –Hastings City Block Page |10 Proactive by Design This Proposal for Services and the attached Terms and Conditions for Professional Services (04/25-Edition/05-9010) are hereby accepted and executed by a duly authorized signatory, who by execution hereof, warrants that he/she has full authority to act for, in the name, and on behalf of Client. CLIENT NAME By:_______________________________Title:___________________________ Printed Name:______________________Date:___________________________ Billing Address (if different from above): ____________________________________ ____________________________________ ____________________________________ TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES © 2025 by GZA GeoEnvironmental, Inc. (04/25-Edition/05-9010) April 2, 2025 These Terms and Conditions, together with GZA's Proposal, make up the Agreement between GZA and You, the Client, named in the Proposal. If the attached GZA Proposal is styled as a Master Services Agreement, then these Terms and Conditions will apply to any and all services ordered by you and performed by GZA. BEFORE SIGNING THE PROPOSAL, BE SURE YOU READ AND UNDERSTAND THE PARAGRAPHS ENTITLED "INDEMNIFICATION”, "LIMITATION OF REMEDIES" AND “DISPUTES” WHICH DEAL WITH THE ALLOCATION OF RISK BETWEEN YOU AND GZA. 1)Services. GZA will perform the services set forth in its Proposal and any amendments or change orders authorized by you (the “Services”). Any request or direction from you that would require extra work or additional time for performance or would result in an increase in GZA's costs will be the subject of a negotiated amendment or change order. All Services performed by GZA will be governed by this Agreement, even if performed prior to your execution of the Proposal. 2)Term. If the attached GZA proposal is styled as a Master Services Agreement, then the term of this Agreement will begin on the date of execution of the proposal (the “Effective Date”), and either party may terminate this Agreement for convenience upon thirty (30) days’ written notice, provided that GZA will be paid for all services performed through the date of termination. 3)Standard of Care; Warranties. a)GZA will perform professional Services with the degree of skill and care ordinarily exercised by qualified professionals performing the same type of services at the same time under similar conditions in the same or similar locality. GZA’s sole responsibility with regard to Services which do not meet the foregoing standard of care is to reperform such Services, at GZA’s expense, but only if you provide GZA written notice of such non-conformity within ninety (90) days after completion of the Services. b)NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTY OF MARKETABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE OR INTENDED BY GZA’S PROPOSAL OR BY ANY OF GZA’S REPORTS OR OTHER CONDUCT. 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 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 otherwise protecting them against theft and damage. 4)Payment. 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 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 thereon. b)Any retainer specified in GZA’s Proposal shall be due prior to the start of Services and will be applied to the final invoice for Services. c)GZA will submit invoices periodically, and payment will be due within 20 days from invoice date. You will notify GZA in writing of any invoice disputes within 10 days of the invoice date, and if no written notice of dispute is received, the invoice will be deemed approved in full. Overdue payments will bear interest at 1½ percent 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 other project and you will pay for all Services through termination, plus termination costs. You will reimburse GZA's costs of collecting overdue invoices, including 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 similar experience practicing in the jurisdiction). Any amounts paid by you to GZA will be applied first to interest and costs incurred by GZA, and then to the principal balance. 5)Your Responsibilities. a)If the Services involve entry onto a third-party property or otherwise require access to property you do not own or control, you will secure the access agreements, approvals, permits, licenses and consents necessary for performance of the Services, without GZA becoming a party to or otherwise being required to sign any such agreements, approvals, permits, licenses and consents. If you are the owner or operator of the Site, you will provide GZA with all documents, plans, information concerning underground structures (including but not limited to utilities, conduits, pipes, and tanks), information related to hazardous materials or other environmental or geotechnical conditions 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 or operator of the Site, you agree to make reasonable efforts to obtain these same documents and provide them to GZA. GZA is entitled to rely on the accuracy and completeness of documents and information you provide. You acknowledge that the quality of the services provided by GZA is directly related to the accuracy and completeness of the information and data that you furnish to GZA. 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 the contractor or construction manager provisions obligating the latter: i)to defend, indemnify and hold harmless, to the fullest extent permitted by law, GZA, its affiliates and subsidiaries, and each of their officers, directors, members, partners, agents, insurers, employees, and subconsultants (the “GZA Indemnitees”) and you, for or on account of any claims, liabilities, costs and expenses, including attorneys' fees, arising out of or relating to the design or implementation of construction means, methods, procedures, techniques, and sequences of construction, including safety precautions or programs, of the contractor, the construction manager, or any of their subcontractors or any engineer engaged by them; ii)to name you and GZA as additional insureds under general liability and builder's risk insurance coverages maintained by the contractor or construction manager, or any of their subcontractors, and to ensure that such policies are primary and noncontributory with regard to the above indemnity obligations; and iii)to require that all of their subcontractors agree and be bound to the obligations set forth in (i) and (ii) above. c)In the event that you are unable to secure such provisions in the agreement(s) with the contractor or construction manager, you shall promptly (but in any event prior to the commencement of the Services) notify GZA and GZA shall have the opportunity to negotiate with you reasonable substitute risk allocation and insurance indemnities and protections. Failure to provide such notice will be a material breach of this Agreement. d)To the extent you are entitled to indemnification (either contractual or at common law) or are otherwise indemnified by the contractor or construction manager and/or their subcontractors, you agree to waive any claim (including without limitation indemnification or insurance claims) against GZA. 6)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, 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 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 Terms and Conditions Page | 2 of 4 (04/25-Edition/05-9010) April 2, 2025 will exercise reasonable care to limit damage to landscaping, paving, systems and structures at the Site, you acknowledge that some damage may occur even with the exercise of due care and you agree to compensate GZA for any restoration it is asked to perform, unless otherwise indicated in the Proposal. 7)Underground Facilities. GZA's only responsibility under this Agreement will be to provide proper notification to the applicable state utility "Call-Before-You- Dig" program. You further agree to assume responsibility for and to defend, indemnify and hold harmless GZA with respect to personal injury and property damages due to GZA's interference with subterranean structures including but not limited to utilities, conduits, pipes, and tanks: a)that are not correctly shown on any plans and information you or governmental authorities provide to GZA; or b)that are not correctly marked by the appropriate utility. 8)Reliance. The services, information, and other data furnished by you shall be at your expense, and GZA may rely upon all information and data that you furnish, including the accuracy and completeness thereof. You acknowledge that the quality of the Services provided by GZA is directly related to the accuracy and completeness of the information and data that you furnish to GZA. GZA’s REPORTS ARE PREPARED FOR AND MADE AVAILABLE FOR YOUR SOLE USE. YOU ACKNOWLEDGE AND AGREE THAT USE OF OR RELIANCE UPON THE REPORT OR THE FINDINGS IN THE REPORT BY ANY OTHER PARTY, OR FOR ANY OTHER PROJECT OR PURPOSE, SHALL BE AT YOUR OR SUCH OTHER PARTY’S SOLE RISK AND WITHOUT ANY LIABILITY TO GZA. YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE GZA INDEMNITEES FROM ALL CLAIMS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR RESULTING FROM ANY USE, REUSE, OR MODIFICATION OF THE DOCUMENTS WITHOUT WRITTEN VERIFICATION, COMPLETION, OR ADAPTATION BY GZA AND SUCH LIMITED LICENSE TO YOU SHALL NOT CREATE ANY RIGHTS IN THIRD PARTIES. However, in GZA’s sole discretion, which may be withheld for any reason whatsoever, if you request that GZA extend reliance to a third party, then such reliance will be conditioned upon the third party’s acceptance of such reliance on GZA’s standard reliance terms and you will be obligated to pay GZA a reliance fee calculated as 10% of GZA’s original fee for the report upon which reliance is being extended. 9)Lab Tests and Samples. GZA is entitled to rely on the results of laboratory tests using generally accepted methodologies. GZA may dispose of samples in accordance with applicable laws 30 days after submitting test results to you unless you request in writing for them to be returned to you or to be held longer, in which case you will compensate GZA for storage and/or shipping beyond 30 days. 10)GZA Professionals. GZA employees or consultants may act as licensed, certified or registered professionals (including but not limited to Professional Engineers, Licensed Site or Environmental Professionals, Certified Hazardous Materials Managers, or Certified Industrial Hygienists, collectively referred to in this section as “GZA Professionals”), whose duties may include the rendering of independent professional opinions. You acknowledge that a federal, state or local agency or other third party may audit the Services of GZA or other contractor/consultant(s), which audit may require additional Services, even though GZA and such GZA Professionals have each performed such Services in accordance with the standard of care set forth herein. You agree to compensate GZA for all Services performed in response to such an audit, or to meet additional requirements resulting from such an audit, at the rates set forth in the applicable Proposal, amendment or change order. 11)Hazardous Materials; GZA “Not a Generator”. Before any hazardous or contaminated materials, including, if applicable, ACMs (the “Wastes”) are removed from the Site, you will sign manifests naming you as the generator of the Wastes (or, if you are not the generator, you will arrange for the generator to sign). You will select the treatment or disposal facility to which any Wastes are taken. GZA will not be the generator or owner of, nor will it possess, take title to, or assume legal liability for any Wastes at or removed from the Site. GZA will not have responsibility for or control of the Site or of operations or activities at the Site other than its own. GZA will not undertake, arrange for or control the handling, treatment, storage, removal, shipment, transportation or disposal of any Wastes at or removed from the Site, other than any laboratory samples it collects or tests. You agree to defend, indemnify and hold the GZA Indemnitees harmless for any costs or liability incurred by GZA in defense of or in payment for any legal actions in which it is alleged that GZA is the owner, generator, treater, storer or disposer of any Wastes. 12)Limits on GZA's Responsibility. GZA will not be responsible for the acts or omissions of contractors or others at the Site, except for its own subcontractors and employees. GZA will not supervise, direct or assume control over or the authority to stop any contractor's work, nor shall GZA's professional activities nor the presence of GZA or its employees and subcontractors be construed to imply that GZA has authority over or responsibility for the means, methods, techniques, sequences or procedures of construction, for work site health or safety precautions or programs, or for any failure of contractors to comply with contracts, plans, specifications or laws. Any opinions by GZA of probable costs of labor, materials, equipment or services to be furnished by others are strictly estimates and are not a guarantee that actual costs will be consistent with the estimates. 13)Changed Conditions. a)You recognize the uncertainties related to the Services (including, without limitation, environmental and geotechnical Services), which often require a phased or exploratory approach, with the need for additional Services becoming apparent during the Services. You also recognize that actual conditions encountered may vary significantly from those anticipated, that laws and regulations are subject to change, and that the requirements of regulatory authorities are often unpredictable. b)If changed or unanticipated conditions or delays make additional Services necessary or result in additional costs or time for performance, GZA will notify you and the parties will negotiate appropriate changes to the scope of Services, compensation and schedule. 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 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 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. 14)Documents and Information. All documents, data, calculations and work papers prepared or furnished by GZA are instruments of service and will remain 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, use at another site, use on another project, or use by a third party will be at the user's sole risk, and without any liability to GZA. Any technology, methodology or 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 to complete this project by others, except by written agreement relating to use, liability and compensation. 15)Electronic Media. In accepting and utilizing any drawings, reports and data on any form of electronic media generated by GZA, you covenant and agree 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, including copyrights. In the event of a conflict between the signed documents prepared by GZA and electronic files, the signed documents shall govern. You 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 transfer Terms and Conditions Page | 3 of 4 (04/25-Edition/05-9010) April 2, 2025 of these electronic files to others or reuse or modifications to such files by you without the prior written consent of GZA will be at the user’s sole risk and without any liability to GZA. 16)Confidentiality; Subpoenas. Information about this Agreement and GZA's Services and information you provide to GZA regarding your business and 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 others without your consent, except as GZA reasonably believes is necessary: (a) to perform the Services; (b) to comply with professional standards to protect public health, safety and the environment; and (c) to comply with laws, regulations, court orders and professional obligations. GZA will make reasonable efforts to give you 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 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 applicable Proposal, amendment or change order (including, without limitation, for outside counsel expenses incurred by GZA and/or time expended by in-house counsel, which will be charged to you at the prevailing market rate for attorneys of similar experience practicing in the jurisdiction). Notwithstanding the foregoing, GZA shall be entitled to use your name and a general description of the Services in promotional materials. 17)Insurance. During performance of the Services, GZA will maintain workers’ compensation, commercial general liability, automobile liability, and professional liability/contractor's pollution liability insurance. GZA will furnish you certificates of such insurance on request. 18)Indemnification. You agree to hold harmless, indemnify, and defend the GZA Indemnitees against all claims, suits, fines and penalties, including mandated 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 Agreement or the Services, except to the extent they are caused by GZA’s negligence or willful misconduct The duty to defend will be triggered upon a claim, suit, fine and/or penalty being alleged or threatened, and will only terminate when and to the extent GZA’s proportion of negligence is finally adjudicated by a court of competent jurisdiction. If the foregoing indemnification is determined to be void or unenforceable as a matter of law, then it shall be automatically reformed to apply the original intent of the clause to the maximum extent permissible by law. 19)Limitation of Remedies. a)To the fullest extent permitted by law and notwithstanding anything else in this Agreement to the contrary, the aggregate liability of GZA and its affiliates, parents and subsidiaries and subcontractors and each of their employees, insurers, principals, officers, directors, partners and agents (collectively referred to in this paragraph as "GZA") for all claims arising out of this Agreement or the Services is limited to $50,000 or, if greater, 10% of the compensation received by GZA under this Agreement. 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. c)Any claim against GZA related in any way to the services provided pursuant to this Proposal, or the terms herein, is waived unless suit is commenced in a proper jurisdiction within one year of substantial completion of GZA’s services. This waiver may not be construed to extend any applicable statute of limitations. d)GZA will not be liable for lost profits, loss of use of property, delays, contractual penalties or other special, indirect, incidental, consequential, punitive, exemplary, liquidated, or multiple damages. This includes but is not limited to fines and/or penalties and/or sanctions imposed by any local, state, or federal government, agency, or regulatory body. e)GZA will not be liable to you or the Site owner for injuries or deaths suffered by GZA's or its subcontractors' employees. 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 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 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 such rights as they may have to the proceeds of such insurance as set forth in this Agreement. You or GZA, as appropriate, shall require of the contractors, consultants, agents, and employees of any of them, similar waivers in favor of the other parties enumerated herein. 20)Disputes. a)Subject to the provisions of 20(d) below, all disputes between you and GZA shall be subject to non-binding mediation. 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 that the matter be mediated within forty-five (45) days of service of notice. c)The mediation shall be administered by the American Arbitration Association in accordance with its most recent Construction Mediation Rules, or by such other person or organization as the parties may agree upon. d)No action or suit may be commenced unless mediation has occurred but did not resolve the dispute, or unless a statute of limitations period or the one-year waiver period described in 19(c) above would expire 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 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 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 and GZA may immediately file suit to enforce the terms of this Agreement. e)In the event GZA commences litigation to recover payment of an unpaid invoice, you shall not be permitted to interpose any counterclaim. Any claim against GZA which remains viable under the terms of this Agreement must instead be brought in a separate action against GZA, subject to the terms of this Agreement, including, without limitation, the pre-suit certification requirement contained in Section 20(g). f)You agree to pay reasonable attorneys' fees and all other costs and expenses (including, but not limited to reasonable investigative expenses and expert and consultant expenses) which may be incurred by GZA in the enforcement of this Agreement in the event that (a) it is finally adjudicated by a court of competent jurisdiction that you have breached this Agreement; or (b) where you allege that GZA has breached this Agreement or otherwise acted negligently and it is finally adjudicated by a court of competent jurisdiction that GZA did not in fact breach this Agreement or act negligently. If for any reason it is adjudicated that the foregoing provision is in violation of applicable law, is subject to a state statute automatically converting this clause to be reciprocal between the parties, is contrary to public policy or is unconscionable or a contract of adhesion, then the foregoing clause will be null and void and of no effect. Under no circumstances shall the foregoing clause be replaced with a reciprocal clause. g)You shall make no claim against GZA for professional negligent acts, errors, omissions and/or alleged breach of contract either directly, indirectly, as a counterclaim or crossclaim, or in a third party claim, unless you have first provided GZA with a written certification executed by an independent professional Terms and Conditions Page | 4 of 4 (04/25-Edition/05-9010) April 2, 2025 practicing in the same discipline as GZA and licensed in the jurisdiction in which GZA provided you its Services. This certification must (i) identify the name and license of the certifier, (ii) specify each and every act or omission that the certifier contends is a violation of the standard of care expected of professional performing professional services under similar circumstances; and (iii) state in complete detail the basis for certifier's opinion that each such act or omission constitutes a violation of the standard of care. This certificate must be provided to GZA no less than thirty (30) days prior to the submission of a formal claim. 21)Miscellaneous. a)This Agreement and all claims relating thereto shall be governed by the substantive and procedural laws of the Commonwealth of Massachusetts, as they presently exist or may hereafter be amended, without regard to principles of conflict of laws. b)The above terms and conditions regarding Limitation of Remedies and Indemnification shall survive the completion of the Services under this Agreement and the termination of the contract for any reason. 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 against GZA unless specifically approved in writing by a principal of GZA. d)Having received these Terms and Conditions, your oral authorization to commence Services, your acceptance of performance of the Services, your actions, or your use of the Report or Work Product constitutes your acceptance of them. e)This Agreement supersedes any contract terms, purchase orders or other documents issued by you, even if signed by an authorized representative of GZA. f)Neither party may assign or transfer this Agreement or any rights or duties hereunder without the written consent of the other party. 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 reason whatsoever shall not absolve you, your successors or assigns of any obligation to pay any sum to GZA under this agreement. h)These Terms and Conditions shall govern over any inconsistent terms in GZA’s Proposal. i)Any provision of this Agreement later held to be unenforceable for any reason shall be deemed void, and all remaining provisions shall continue in full force and effect on the parties, who agree that the Agreement shall be reformed to replace such voided provision with a valid and enforceable provision that comes as close as possible to expressing the intention of the voided provision. 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 their respective successors and assigns. k)Any reports generated by GZA will be subject to GZA’s standard report limitations for that particular type of report. l)To the extent applicable to GZA’s Services, you acknowledge and agree that GZA cannot anticipate the effects of climate change/extreme weather on any report, design or other document produced by GZA, unless such analysis is specifically within the scope of GZA’s Services. m)You agree that during the performance of GZA’s Services and for a period of twelve (12) months completion of those Services, you will not encourage, induce, or otherwise solicit, or actively assist any other person or organization to encourage, induce or otherwise solicit, directly or indirectly, any employee of the GZA or any of its affiliates to terminate their employment with GZA or any of its affiliates, or otherwise interfere with the advantageous business relationship of GZA or any of its affiliates with their employees. You agree that if you violate this non-solicitation provision, you will pay GZA liquidated damages in an amount equal to the total earnings of the solicited employee during the last twelve (12) months of their employment with GZA. n)This Agreement does not create any third-party beneficiaries and is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, anyone else. 22)Asbestos Abatement Services (If Applicable). If the Services include asbestos abatement services, then the following terms and conditions will apply and will supersede any conflicting terms contained elsewhere in this Agreement. a)You acknowledge that conditions can vary from those encountered at the times and locations of explorations and data collection, and that the limitation on available data may result in some level of uncertainty with respect to the interpretation of those conditions, despite due professional care. GZA therefore cannot guarantee specific results such as the identification or removal of all asbestos or other contamination. 23)Microbial Services (If Applicable). If the Services include Microbial services, then the following terms and conditions will apply and will supersede any conflicting terms contained elsewhere in this Agreement. For purposes of this Agreement, Microbial is defined as any and all fungal and/or bacterial growth including but not limited to mold, mildew, yeast, fungus, fungi, bacteria, spores, odors, particulates, vapors, gas, or other emissions produced by or arising out of or toxins emanating therefrom. a)You recognize that meeting the standard of care does not establish an assurance that corrective procedures will be permanent. Because Microbial infestations are created by near-omnipresent living microscopic spores which grow very quickly and are influenced by nanoclimatological conditions that are very difficult to detect and sources of water intrusion, elevated moisture or relative humidity over which GZA has neither control or responsibility, GZA cannot and does not claim that its Services will eliminate the risk of a Microbial infestation recurring. b)You acknowledge that the Services entail risk of personal injury and property damage (including cross-contamination) that cannot be avoided, even with the exercise of due care. You also acknowledge that environmental conditions can vary from those encountered at the times and locations of explorations and data collection, and that the limitation on available data may result in some level of uncertainty with respect to the interpretation of these conditions, despite due care. GZA therefore cannot guarantee specific results such as the identification of all contamination or other environmental conditions or problems nor their resolution. c)You acknowledge that Microbial infestations may be hidden from view and concealed in locations that are difficult to discover. Accordingly, you agree that despite GZA’s efforts, some Microbial locations may remain undetected. In such situations, you agree that you will have no claim against GZA provided GZA followed the applicable standard of care and all applicable laws and regulations pertaining to the Work. d)You further agree that when GZA performs Services intended to minimize the risk of Microbial infestations, GZA shall not be liable for damages resulting from Microbial contamination including but not limited to fungal or bacterial infestations and water damage or dry or wet rot. You agree to waive any Microbial infestation claim(s) against GZA and you agree to indemnify, defend and hold the GZA Indemnitees harmless from any claim alleging that GZA’s Services caused or aggravated a Microbial infestation or did not prevent a Microbial infestation from recurring. Braun Intertec Corporation 11001 Hampshire Avenue S Minneapolis, MN 55438 Phone: 952.995.2000 Fax: 952.995.2020 Web: braunintertec.com AA/EOE May 2, 2025 Proposal QTB214770 Mr. Alex Menke City of Hastings 101 4th Street East Hastings, MN 55033 Re: Proposal for Environmental and Geotechnical Consulting Services Block 28 Redevelopment 400 Vermillion Street (several parcels) Hastings, Minnesota Dear Mr. Menke: Braun Intertec Corporation is providing this proposal to perform a Phase I Environmental Site Assessment (ESA), Pre-Demolition Hazardous Building Materials Inspection, and Preliminary Geotechnical Evaluation at the referenced Site. Project Information We understand the existing buildings are intended to be demolished across the site to allow for future redevelopment of the city block. At this there are no conceptual development plans available. We understand the site consists of the following parcel identification (PID) numbers that are currently owned by the Hastings Economic Development and Redevelopment Authority: 193215028040, 193215028023, 193215028021, 193215028020, 193215028085, 193215028086, 193215028087, 193215028050, 193215028060, 193215028080, and the following PID numbers that are currently owned by Hastings Holdings Company LLC: 193215028070 and 193215028083. Scope of Services We propose the following tasks to be completed as part of this scope of services. If at any time we recommend an expanded or modified scope of work, we will contact you prior to altering the scope of this proposal. Task 1 - Phase I ESA The purpose of the Phase I ESA is to evaluate the site for indications of recognized environmental conditions and to assist in satisfying All Appropriate Inquiries (AAI) criteria and requirements. Phase I ESA Tasks The Phase I ESA will consist of the following tasks that will be completed in general conformance with the scope and limitations of ASTM International Standard Practice E1527-21 (ASTM E1527-21) and 40 CFR Part 312: City of Hastings Proposal QTB214770 May 2, 2025 Page 2 ▪ Review information provided by the User, such as Preliminary Title Commitments, Conditions of Title, or Title Abstracts to determine if there are environmental liens or activity and use limitations associated with the Site. ▪ Review of readily available geological information pertaining to the Site area to evaluate the physical setting of the Site. ▪ Obtain and review an ASTM E1527-21 compliant regulatory database report from a national vendor to determine if the Site and/or surrounding properties are listed on databases that indicate known or potential recognized environmental conditions. The scope of this review does not include obtaining and reviewing specific regulatory files related to any identified database listings. If, in our opinion, a file review is warranted to evaluate the existence of a recognized environmental condition, we will contact Client to discuss the associated out of scope cost to obtain and review that information. ▪ Review of readily available historical records (e.g., fire insurance maps, topographic maps, aerial photographs, and city directories) to develop a history of the previous uses of the Site, adjoining properties, and surrounding area (as necessary), to evaluate the likelihood of past uses having led to recognized environmental conditions. ▪ Reconnaissance of the Site and observations of adjoining properties to identify current uses or indications of past use that may represent a recognized environmental condition. ▪ Interview of persons familiar with the Site and local government officials, as available, to obtain information pertaining to the current and past use of the Site and to determine if there are any known conditions indicative of a recognized environmental condition. ▪ Preparation of a Phase I ESA report that provides a summary of the information obtained through a review of the items above and a summary of our findings and conclusions. User Requirements As part of a Phase I ESA, the “User” should provide available information to Braun Intertec to help identify the possibility of recognized environmental conditions in connection with the Site. A “User” is the party seeking to use ASTM E1527-21 to complete a Phase I ESA and may include, without limitation, a potential purchaser, tenant or owner of the property, a lender, and/or a property manager. A User Questionnaire and Client Information Request Form have been provided along with this proposal. Each User is responsible for providing the following in a timely manner: ▪ User Questionnaire completed in its entirety. The User Questionnaire will be attached to the final report. If multiple Users are requesting reliance on the Phase I ESA, please provide a User Questionnaire completed by each of the appropriate entities. ▪ Client Information Request Form to include Site contact information for an individual who can provide Site access and owner representative contact information for an individual who can provide current Site information. ▪ All existing environmental reports, letters, and any information pertinent to the environmental status of the Site. City of Hastings Proposal QTB214770 May 2, 2025 Page 3 Phase I ESA Limitations Our scope of services does not include obtaining land title records or judicial records for environmental liens or activity use limitations (AULs). The User should provide the title documents or related information regarding environmental liens or AULs on the User Questionnaire. At the request of the Client, the ASTM E1527-21 Compliant Environmental Lien Search (back to 1980) can be obtained through a third-party vendor for an additional fee. The assessment will not include evaluation of non-scope items such as, but not limited to, potential asbestos-containing building materials, wetlands, lead-based paint, or vapor encroachment screening as defined in ASTM E2600-15. Upon completion of the Phase I ESA, we do not guarantee qualification for Landowner Liability Protections (LLP). Our proposed scope of work is consistent with “good commercial and customary practices” (as defined by ASTM E1527-21) conducted to identify recognized environmental conditions. Task 2 - Pre-Demolition Hazardous Building Materials Inspection The purpose of the non-destructive Pre-Demolition Hazardous Building Materials (HazMat) Inspection is to assist in identifying materials that may require separate handling and/or disposal prior to building demolition. HazMat Inspection The following structures have been identified at the site and will be included in this HazMat inspection: ▪ Parcel 193215028040 is developed with an approximate 3,266 square foot commercial building constructed in 1977 with an attached canopy. ▪ Parcel 193215028020 is developed with an approximate 8,494 square foot building constructed in 1961 with what appears to have been first floor commercial and second floor residential. ▪ Parcel 193215028085 is developed with an approximate 3,659 square foot zero lot line single story building constructed at an unknown date. ▪ Parcel 193215028087 is developed with an approximate 4,560 square foot building constructed in 1945 with what appears to have first floor commercial and second floor residential. ▪ Parcel 193215028083 is developed with an approximate 2,064 square foot, one and one half-story commercial building constructed in 1950. ▪ Parcel 193215028060 is developed with an approximate 1,164 square foot two-story residential building constructed in 1875 with two stand-alone garage buildings constructed at an unknown date. City of Hastings Proposal QTB214770 May 2, 2025 Page 4 The Minnesota Pollution Control Agency (MPCA) and Minnesota Department of Health (MDH) require building owners to identify regulated or hazardous materials prior to building demolition. Therefore, we are proposing to conduct a pre-demolition asbestos/hazardous material inspection of the existing buildings (8) at the Site. The goal of the inspection will be to identify asbestos-containing materials and other potentially hazardous materials that require separate handling and/or disposal prior to building demolition. The MPCA and MDH require destructive investigations to be performed prior to demolition, in order to identify hazardous building material in currently inaccessible areas. This includes such areas as inside walls, soffits and chases; above ceilings; under floors; etc. The initial inspection will be limited to areas available for observation and testing by non-destructive means. After the buildings are vacated, a destructive investigation will be required in order to identify hazardous building material in previously inaccessible areas. In addition, testing of building components such as roofing materials, fire doors and boiler interiors that are not be sampled initially would be required as part of destructive sampling. As such, use of an aerial lift (if roof access is not available) is not included as part of this proposal. Our representatives will perform the following services: ▪Visually examine accessible areas and identify the locations of suspect asbestos-containing materials (ACM), mercury, and other miscellaneous hazardous material. ▪Collect and analyze representative bulk samples of materials suspected of containing asbestos (up to 500 samples). Examples of materials to be collected for analysis include, but are not limited to: floor tile, linoleum flooring, wall and ceiling plaster, suspended and acoustical ceiling tile, sheetrock, thermal system insulation, textured ceiling material and fireproofing. ▪Assign a hazard rating based on asbestos content with respect to the materials condition, friability, accessibility, and hazard potential. ▪Document the various materials current conditions and quantities of ACM. ▪Generate a final report, documenting the sample locations, analysis results, conditions, and ACM quantities. Our personnel performing the inspection are fully accredited asbestos inspectors, in accordance with state and federal regulations. Asbestos analysis will be performed by a laboratory that is accredited for polarized light microscopy (PLM) asbestos bulk sample analysis by the National Institute of Standards and Technology’s (NIST) National Voluntary Laboratory Accreditation Program. HazMat Assessment Limitations In any building the potential exists for ACM to be located inside walls, above ceilings, under floors, buried underground, and other inaccessible areas. This inspection will be limited to areas provided for access by the current owner and also limited to areas available for observation via non-destructive means. Therefore, Braun Intertec cannot be held responsible for the presence of ACM in any such inaccessible areas. All parties involved in future activities at the site should be made aware of this potential. If previously unidentified suspect ACM is exposed during their activities they should be sampled and analyzed for content prior to any disturbance. City of Hastings Proposal QTB214770 May 2, 2025 Page 5 Sampling of materials for asbestos content involves the collection of a small piece of that material. Some damage is inevitable. However, every effort will be made to limit cuts and holes to discreet locations. Our representatives will not be responsible for repairing materials damaged during sampling. A destructive ACM investigation is required by the MPCA and MDH prior to building renovation/demolition. It is recommended that the destructive ACM investigation is performed once the building is vacant. Destructive sampling (including roofing material sampling) is not included as part of this proposal. To maintain the integrity of the roof systems, no roofing materials will be sampled as part of this inspection. For the purpose of this inspection, roofing and flashing materials will be assumed to contain asbestos until proven otherwise by sampling and analysis. We will not be liable for any past, existing, or future damage to the roofing systems, the building structures, or the contents of the building. Task 3 - Preliminary Geotechnical Evaluation The purpose of the preliminary geotechnical evaluation is to generally identify subsurface conditions at select boring locations, evaluate their potential impact and provide preliminary geotechnical related considerations for use in conceptual design and construction planning for the potential redevelopment. Site Access Based on aerial photographs, it appears that the site is accessible to a truck-mounted drill rig. We assume there will be no cause for delays in accessing the exploration locations. We are not including, debris or obstruction removal, grading of navigable paths to access the site. There may also be areas where vehicle or pedestrian traffic needs to be blocked prior to our arrival. We have assumed that blocking of parking stalls will be performed by others prior to our arrival. Depending on access requirements, ground conditions or potential utility conflicts, our field crew may alter the exploration locations from those proposed to facilitate accessibility. Our drilling activities may also impact the vegetation and may rut the surface to access boring locations. Restoration of vegetation and turf is not part of our scope of services. Staking and Utility Clearance We will stake prospective subsurface exploration locations, and obtain surface elevations at those locations using GPS (Global Positioning System) technology. For purposes of linking the GPS data to an appropriate reference, we request that you provide CAD files indicating location/elevation references appropriate for this project, or give us contact information for the consultant that might have such information. Prior to drilling or excavating, we will contact Gopher State One Call and arrange for notification of the appropriate utility vendors to mark and clear the exploration locations of public underground utilities. You, or your authorized representative, are responsible to notify us before we begin our work of the presence and location of any underground objects or private utilities that are not the responsibility of public agencies. City of Hastings Proposal QTB214770 May 2, 2025 Page 6 In addition, our fees include a budget to retain a private locate company to assist in marking private utilities that are not the responsibility of public agencies. Upon our request, the property owner must also be available to assist the private locate company in determining the presence of any underground objects or the location of utilities. We will not be liable for any damages resulting from unidentified or misidentified underground objects or utilities. Further, we reserve the right to stop work if underground objects or utilities are suspected or known to exist, but locations cannot be accurately determined. Soil Borings We propose to drill three preliminary standard penetration test (SPT) borings extending them to nominal depths of 25 feet below grade. We will perform standard penetration tests at 2 1/2-foot vertical intervals to a depth of about 15 feet, and at 5-foot intervals at greater depths. If the intended boring depths do not extend through unsuitable material, we may extend the borings at 5 feet into suitable material at greater depths. If we identify a need for deeper (or additional) borings, we will contact you prior to increasing our total estimated drilled footage. If the borings encounter groundwater during or immediately after drilling of each boring, we will record the observed depth on the boring logs. Borehole Abandonment We will backfill our exploration locations immediately after completing the drilling at each location. Minnesota Statutes require sealing temporary borings that are 15 feet deep or deeper. Based on our proposed subsurface characterization depths, we will seal 75 linear feet of borehole with grout and submit a sealing record to the MDH upon completion. Upon backfilling or sealing exploration locations, we will fill holes in pavements with a temporary patch. Over time, subsidence of borehole backfill may occur, requiring releveling of surface grades or replacing bituminous patches. We are not assuming responsibility for re-leveling or re-patching after we complete our fieldwork. Sample Review and Laboratory Testing We will return recovered samples to our laboratory, where a geotechnical engineer will visually classify and log them. To help classify the materials encountered and estimate the engineering properties necessary to our analyses, we anticipate performing moisture content, mechanical analyses (through a #200 sieve only), organic content, and/or Atterberg limits tests. We will adjust the actual number and type of tests based on the results of our borings. Preliminary Geotechnical Report We will prepare a report including: ▪ A sketch showing the exploration locations. ▪ Logs of the borings describing the materials encountered and presenting the results of our groundwater measurements and laboratory tests. ▪ A summary of the subsurface profile and groundwater conditions. City of Hastings Proposal QTB214770 May 2, 2025 Page 7 ▪ Preliminary discussion identifying the subsurface conditions that may impact design and construction. ▪ Preliminary discussion regarding the reuse of on-site materials during construction. ▪ Preliminary geotechnical related considerations for use in conceptual design and construction planning for foundations, floor slabs, below grade walls, utilities, exterior slabs, pavements, and stormwater management (i.e., soil infiltration) for potential site redevelopment. We will only submit an electronic copy of our report to you upon completion. Schedule We anticipate performing our work according to the following schedule. Task 1 – Phase I ESA We anticipate the Phase I ESA report will be completed within about 4 weeks from the date of your written authorization. Task 2 – HazMat Assessment Pre-Demolition Hazardous Building Material Inspection field activities can begin after access is granted by the owner/tenants. It is our understanding that an owner’s representative will be responsible for scheduling the Site visit during normal business hours of 7:00 a.m. to 5:00 p.m. Monday through Friday. Our proposal also assumes that the on-Site work will be completed in about 3 to 5-working days. Laboratory turnaround time for the specified asbestos sample analysis is about 5-working days. Upon receipt of the laboratory reports, our written reports will be submitted to you within 15-working days, thereafter. Preliminary verbal results will be provided to you if requested. Task 3 – Preliminary Geotechnical Evaluation ▪ Drill rig mobilization – within about 6 to 8 weeks following receipt of written authorization ▪ Field exploration – 1 day on site to complete the soil borings ▪ Classification and laboratory testing – within 1 to 2 weeks after completion of field exploration ▪ Preliminary results – within 1 week after completion of field exploration ▪ Preliminary Geotechnical Report – within about 3 weeks after completion of field exploration and laboratory testing If we cannot complete our proposed scope of services according to this schedule due to circumstances beyond our control, we may need to revise this proposal prior to completing the remaining tasks. City of Hastings Proposal QTB214770 May 2, 2025 Page 8 Fees The fees for the tasks described in this proposal will be completed on either a lump sum or time and materials basis as follows by task. Table 1: Fee Summary Task Fee Task 1 – Phase I ESA $3,000 (Lump Sum) Task 2 – HazMat Assessment 20,250 (Time and Materials) Task 3 – Preliminary Geotechnical Evaluation 10,250 (Lump Sum) Total $33,500 Additional efforts for meetings, consulting, and/or modifications to the final report, or any additional services beyond the scope stated herein, will be billed at an hourly rate. At the request of the Client, third-party reliance letters may be provided and subject to an additional fee. General Remarks Braun Intertec appreciates the opportunity to present this proposal to you. It is being sent in an electronic version only. A hard copy of the proposal will be supplied upon request. Please return a signed copy of the proposal and the completed User Questionnaire/Client Information Request Forms, in their entirety. The proposed fee is based on the scope of services described and the assumption that our services will be authorized within 30 days and that others will not delay us beyond our proposed schedule. City of Hastings Proposal QTB214770 May 2, 2025 Page 9 We include the Braun Intertec General Conditions, which provide additional terms and are a part of our agreement. We appreciate the opportunity to provide professional services for you on this project. If you have questions regarding the contents of this proposal, please contact Joe Conlan at 651.269.2562 or jconlan@braunintertec.com. Sincerely, BRAUN INTERTEC CORPORATION Joe Conlan, CHMM Senior Scientist Bradley J. McCarter, PE Director, Senior Engineer Attachments: General Conditions (11/4/2024) ASTM Practice E1527--21 User Questionnaire Client Information Request Form The proposal is accepted, and you are authorized to proceed. _________________________________________ Authorizer's Firm _________________________________________ Authorizer's Signature _________________________________________ Authorizer's Name (please print or type) _________________________________________ Authorizer's Title _________________________________________ Date   Braun Intertec General Conditions  Rev. 2024-11-04 Page 1 of 2   SECTION 1: AGREEMENT  1.1 Agreement. This agreement consists of these General Conditions and the accompanying  written proposal or authorization (“Agreement”). This Agreement is the entire agreement  between Consultant and Client and supersedes all prior negotiations, representations or  agreements, either written or oral.  1.2 Parties to the Agreement. The parties to this Agreement are the Braun Intertec entity  (“Consultant”) and the client (“Client”) as described in the accompanying written proposal  or authorization. Consultant and Client may be individually referred to as a Party or  collectively as the Parties.    SECTION 2: SCOPE OF SERVICES  2.1 Services. Consultant will provide services (“Services”) in connection with the project  (“Project”) which are specifically described in this Agreement. Client understands and agrees  that Consultant’s Services are limited to those which are expressly set forth in this  Agreement.   2.2 Additional Services. Any Services not specifically set forth in the Agreement constitute  “Additional Services.” Additional Services must be agreed upon in writing by the Parties prior  to performance of the Additional Services and may entitle Consultant to additional  compensation and schedule adjustments. Additional compensation will be based upon  Consultant’s then current rates and fees.   SECTION 3: PERFORMANCE OF SERVICES  3.1 Standard of Care. Consultant will perform its professional Services consistent with the  degree of care and skill exercised by members of Consultant’s profession performing under  similar circumstances at the same time and in the same locality in which the professional  Services are performed.  CONSULTANT DISCLAIMS ALL STATUTORY, ORAL, WRITTEN,  EXPRESS, AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE, OR PERFORMANCE OF SERVICES IN A GOOD AND  WORKMANLIKE MANNER.   3.2 Written Reports and Findings. Unless otherwise agreed in writing, Consultant’s findings,  opinions, and recommendations will be provided to Client in writing and may be delivered  via electronic format. Client agrees not to rely on oral findings, opinions, or  recommendations.  3.3 Observation or Sampling Locations. Locations of field observations or sampling described  in Consultant’s report or shown on Consultant’s sketches reference Project plans or  information provided by others or estimates made by Consultant’s personnel. Consultant will  not survey, set, or check the accuracy of those points unless Consultant accepts that duty in  writing. Client agrees that such dimensions, depths, or elevations are approximations unless  specifically stated otherwise in the report. Client accepts the inherent risk that samples or  observations may not be representative of items not sampled or seen and further that site  conditions may vary over distance or change over time.  3.4 Project Site Information. Client will provide Consultant with prior environmental,  geotechnical and other reports, specifications, plans, and information to which Client has  access about the Project site and which are necessary for Consultant to carry out  Consultant’s Services. Client agrees to provide Consultant with all plans, changes in plans,  and new information as to Project site conditions until Consultant has completed its Services.  3.5 Subsurface Objects. To the extent required to carry out Consultant’s Services, Client  agrees to provide Consultant, in a timely manner, with information that Client has regarding  buried objects at the Project site. Consultant will not be responsible for locating buried  objects or utilities at the Project site unless expressly set forth in this Agreement, or expressly  required by applicable law. Client agrees to hold Consultant harmless, defend, and indemnify  Consultant from claims, damages, losses, penalties and expenses (including attorney fees)  involving buried objects or utilities that were not properly marked or identified or of which  Client had or should have had knowledge but did not timely notify Consultant or correctly  identify on the plans Client or others furnished to Consultant. Consultant, from time to time,  may hire a third party to locate underground objects or utilities and, unless otherwise  expressly stated in this Agreement, such action shall be for the sole benefit of Consultant  and in no way will alleviate Client of its responsibilities hereunder.   3.6 Hazardous Materials. Client will notify Consultant of any knowledge or suspicion of the  presence of hazardous or dangerous materials present on any Project site or in any sample  or material provided to Consultant. Client agrees to provide Consultant with information in  Client’s possession or control relating to such samples or materials. If Consultant observes  or suspects the presence of contaminants not anticipated in this Agreement, Consultant may  terminate Services without liability to Client or to others, and Client will compensate  Consultant for fees earned and expenses incurred up to the time of termination.  3.7 Supervision of Others. Consultant shall have no obligation to supervise or direct Client’s  representatives, contractors, or other third parties retained by Client. Consultant has no  authority over or responsibility for the means, methods, techniques, sequences, or  procedures of construction selected or used by Client, Client’s representatives, contractors,  or other third parties retained by Client.   3.8 Safety. Consultant will provide a health and safety program for its employees as well as  reasonable personal protective equipment (“PPE”) typical for the performance of the  Services provided by this Agreement and as required by law. Consultant shall be entitled to  compensation for all extraordinary PPE required by Client. Client will provide, at no cost to  Consultant, appropriate Project site safety measures which are necessary for Consultant to  perform its Services at the Project location or work areas in connection with the Project.  Consultant’s employees are expressly authorized by Client to refuse to work under  conditions that may, in an employee’s sole discretion, be unsafe. Consultant shall have no  authority over or be responsible for the safety precautions and programs, or for security, at  the Project site (except with respect to Consultant’s own Services and those of its  subconsultants).  3.9 Project Site Access and Damage. Client will provide or ensure access to the site. In the  performance of Services some Project site damage is normal even when due care is  exercised. Consultant will use reasonable care to minimize damage to the Project site. Unless  otherwise expressly stated in this Agreement, the cost of restoration for such damage has  not been included in the estimated fees and will be the responsibility of the Client.  3.10 Monitoring Wells. To the extent applicable to the Services, monitoring wells are Client’s  property, and Client is responsible for monitoring well permitting, maintenance, and  abandonment unless otherwise expressly set forth in this Agreement.  3.11 Contaminant Disclosures Required by Law. Client agrees to make all disclosures related  to the discovery or release of contaminants that are required by law. In the event Client does  not own the Project site, Client acknowledges that it is Client’s duty to inform the owner of  the Project site of the discovery or release of contaminants at the site. Client agrees to hold  Consultant harmless, defend, and indemnify Consultant from claims, damages, penalties, or  losses and expenses, including attorney fees, related to Client’s failure to make any  disclosure required by law or for failing to make the necessary disclosure to the owner of the  Project site.  SECTION 4: SCHEDULE  4.1 Schedule. Consultant shall complete its obligations within a reasonable time and shall  make decisions and carry out its responsibilities in a manner consistent with the Standard of  Care. Specific periods of time for rendering Services or specific dates by which Services are  to be completed are provided in this Agreement. If Consultant is delayed in the performance  of the Services by actions, inactions, or neglect of Client or others for whom Client is  responsible, by changes ordered in the Services, or by other causes beyond the control of  Consultant, including force majeure events, then the time for Consultant’s performance of  Services shall be extended and Consultant shall receive payment for all expenses attributable  to the delay in accordance with Consultant’s then current rates and fees.  4.2 Scheduling On‐Site Observations or Services. To the extent Consultant’s Services require  observations, inspections, or testing be performed at the Project site, Client understands and  agrees that Client, directly or indirectly through its authorized representative, has the sole  right and responsibility to determine and communicate to Consultant the scheduling of  observations, inspections, and testing performed by Consultant. Accordingly, Client also  acknowledges that Consultant bears no responsibility for damages that may result because  Consultant did not perform such observations, inspections, or testing that Client failed to  request and schedule.  Client understands that the scheduling of observations, inspections,  or testing will dictate the time Consultant’s field personnel spend on the job site and agrees  to pay for all services provided by Consultant due to Client’s scheduling demands in  accordance with Consultant’s then current rates and fees.    SECTION 5: COST AND PAYMENT OF SERVICES  5.1 Cost Estimates. Consultant’s price or fees provided for in this Agreement are an estimate  and are not a fixed amount unless otherwise expressly stated in this Agreement. Consultant’s  estimated fees are based upon Consultant’s experience, knowledge, and professional  judgment as well as information available to Consultant at the time of this Agreement. Actual  costs may vary and are not guaranteed or warrantied.   5.2 Payment. Consultant will invoice Client on a monthly basis for Services performed.  Client  will pay for Services as stated in this Agreement together with costs for Additional Services  or costs otherwise agreed to in writing within thirty (30) days of the invoice date.  Unless  otherwise stated in this Agreement or agreed to in writing, Consultant’s costs for all services  performed will be based upon Consultant’s then current rates, fees, and charges. No  retainage shall be withheld by Client. All unpaid invoices will incur an interest charge of 1.5%  per month or the maximum allowed by law.   5.3 Other Payment Conditions. Consultant will require Client credit approval and Consultant  may require payment of a retainer fee. Client agrees to pay all applicable taxes. Client’s  obligation to pay for Services under this Agreement is not contingent on Client’s ability to  obtain financing, governmental or regulatory agency approval, permits, final adjudication of  any lawsuit, Client’s successful completion of any project, receipt of payment from a third  party, or any other event.  5.4 Third Party Payment.  Provided Consultant has agreed in writing, Client may request  Consultant to invoice and receive payment from a third party for Consultant’s Services.  Consultant, in its sole discretion, may also require the third party to provide written  acceptance of all terms of this Agreement. Neither payment to Consultant by a third party  nor a third party’s written acceptance of all terms of this Agreement will alter Client’s rights  and responsibilities under this Agreement.  Client expressly agrees that the Agreement  contains sufficient consideration notwithstanding Consultant being paid by a third party.  5.5 Non‐Payment. If Client does not pay for Services in full as agreed, Consultant may retain  work not yet delivered to Client and Client agrees to return all Project Data (as defined in this  Agreement) that may be in Client’s possession or under Client’s control. If Client fails to pay  Consultant in accordance with this Agreement, such nonpayment shall be considered a    Braun Intertec General Conditions  Rev. 2024-11-04 Page 2 of 2   default and breach of this Agreement for which Consultant may terminate for cause  consistent with the terms of this Agreement and without liability to Client or to others. Client  will compensate Consultant for fees earned and expenses incurred up to the time of  termination. Client agrees to be liable to Consultant for all costs and expenses Consultant  incurs in the collection of amounts invoiced but not paid, including but not limited to  attorney fees and costs.  SECTION 6: OWNERSHIP AND USE OF DATA  6.1 Ownership. All reports, notes, calculations, documents, and all other data prepared by  Consultant in the performance of the Services (“Project Data”) are instruments of  Consultant’s Services and are the property of Consultant. Consultant shall retain all common  law, statutory and other reserved rights, including the copyright thereto, of Project Data.   6.2 Use of Project Data. The Project Data of this Agreement is for the exclusive purpose  disclosed by Client and, unless agreed to in writing, for the exclusive use of Client.  Client may  not use Project Data for a purpose for which the Project Data was not prepared without the  express written consent of Consultant. Consultant will not be responsible for any claims,  damages, or costs arising from the unauthorized use of any Project Data provided by  Consultant under this Agreement. Client agrees to hold harmless, defend and indemnify  Consultant from any and all claims, damages, losses, and expenses, including attorney fees,  arising out of such unauthorized use.  6.3 Samples, Field Data, and Contaminated Equipment. Samples and field data remaining  after tests are conducted, as well as field and laboratory equipment that cannot be  adequately cleansed of contaminants, are and continue to be the property of Client. Samples  may be discarded or returned to Client, at Consultant’s discretion, unless within fifteen (15)  days of the report date Client gives Consultant written direction to store or transfer the  samples and materials. Samples and materials will be stored at Client’s expense.  6.4 Data Provided by Client. Electronic data, reports, photographs, samples, and other  materials provided by Client or others may be discarded or returned to Client, at Consultant’s  discretion, unless within 15 days of the report date Client gives Consultant written direction  to store or transfer the materials at Client’s expense.  SECTION 7: INSURANCE  7.1 Insurance. Consultant shall keep and maintain the following insurance coverages:  a. Workers’ Compensation: Statutory  b. Employer’s Liability: $1,000,000 bodily injury, each accident | $1,000,000 bodily injury  by disease, each employee | $1,000,000 bodily injury/disease, aggregate  c. General Liability: $1,000,000 per occurrence | $2,000,000 aggregate  d. Automobile Liability: $1,000,000 combined single limit (bodily injury and property  damage)   e. Excess Umbrella Liability: $5,000,000 per occurrence | $5,000,000 aggregate  f. Professional Liability: $2,000,000 per claim | $2,000,000 aggregate  7.2 Waiver of Subrogation. Client and Consultant waive all claims and rights of subrogation  for losses arising out of causes of loss covered by the respective insurance policies.   7.3 Certificate of Insurance. Consultant shall furnish Client with a certificate of insurance  upon request.   SECTION 8: INDEMNIFICATION, CONSEQUENTIAL DAMAGES, LIABILITY LIMITS  8.1 Indemnification. Consultant’s only indemnification obligation shall be to indemnify and  hold harmless the Client, its officers, directors, and employees from and against those  damages and costs incurred by Client or that Client is legally obligated to pay as a result of  third party tort claims, including for the death or bodily injury to any person or for the  destruction or damage to any property, but only to the extent proven to be directly caused  by the negligent act, error, or omission of the Consultant or anyone for whom the Consultant  is legally responsible. This indemnification provision is subject to the Limitation of Liability  set forth in this Section 8.  8.2 Intellectual Property. Client agrees to indemnify Consultant against losses and costs  arising out of claims of patent or copyright infringement as to any process or system that is  specified or selected by Client or others on behalf of Client.  8.3 Mutual Waiver of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE  CONTRARY HEREUNDER, NEITHER CONSULTANT NOR CLIENT SHALL BE LIABLE TO THE  OTHER FOR ANY CONSEQUENTIAL, PUNITIVE, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES,  OR LOSS OF USE OR RENTAL, LOSS OF PROFIT, LOSS OF BUSINESS OPPORTUNITY, LOSS OF  PROFIT OR REVENUE OR COST OF FINANCING, OR OTHER SUCH SIMILAR AND RELATED  DAMAGE ASSERTED IN THIRD PARTY CLAIMS, OR CLAIMS BY EITHER PARTY AGAINST THE  OTHER.  8.4 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY  IN THE AGGREGATE OF CONSULTANT, CONSULTANT’S OFFICERS, DIRECTORS, PARTNERS,  EMPLOYEES, AGENTS, AND SUBCONSULTANTS, TO CLIENT AND ANYONE CLAIMING BY,  THROUGH OR UNDER CLIENT FOR ANY CLAIMS, LOSSES, COSTS, OR DAMAGES WHATSOEVER  ARISING OUT OF, RESULTING FROM OR IN ANY WAY RELATED CONSULTANT’S  PERFORMANCE OF THE SERVICES OR THIS AGREEMENT, FROM ANY CAUSE OR CAUSES,  INCLUDING BUT NOT LIMITED TO NEGLIGENCE, PROFESSIONAL ERRORS AND OMISSIONS,  STRICT LIABILITY, BREACH OF CONTRACT, INDEMNIFICATION OBLIGATIONS OR BREACH OF  WARRANTY, SHALL NOT EXCEED THE TOTAL COMPENSATION RECEIVED BY CONSULTANT OR  $50,000, WHICHEVER IS GREATER.  SECTION 9: MISCELLANEOUS PROVISIONS  9.1 Services Prior to Agreement. Directing Consultant to commence Services prior to  execution of this Agreement constitutes Client’s acceptance of this unaltered Agreement in  its entirety.   9.2 Confidentiality. To the extent Consultant receives Client information identified as  confidential, Consultant will not disclose that information to third parties without Client  consent. Additionally, any Project Data prepared in performance of the Services will remain  confidential and Consultant will not release the reports to any third parties not involved in  the Project. Neither of the aforesaid confidentiality obligations shall apply to any information  in the public domain, information lawfully acquired from others on a nonconfidential basis,  or information that Consultant is required by law to disclose.  9.3 Relationship of the Parties. Consultant will perform Services under this Agreement as an  independent contractor, and its employees will at all times be under its sole discretion and  control. No provision in this Agreement shall be deemed or construed to create a joint  venture, partnership, agency or other such association between the Parties.   9.4 Resource Conservation and Recovery Act. To the extent applicable to the Services,  neither this Agreement nor the providing of Services will operate to make Consultant an  owner, operator, generator, transporter, treater, storer, or a disposal facility within the  meaning of the Resource Conservation and Recovery Act, as amended, or within the meaning  of any other law governing the handling, treatment, storage, or disposal of hazardous  substances. Client agrees to hold Consultant harmless, defend, and indemnify Consultant  from any claims, damages, penalties or losses resulting from the storage, removal, hauling  or disposal of such substances.  9.5 Services in Connection with Legal Proceedings. Client agrees to compensate Consultant  in accordance with its then current fees, rates, or charges if Consultant is asked or required  to respond to legal process arising out of a proceeding related to the Project and as to which  Consultant is not a party.  9.6 Assignment. This Agreement may not be assigned by Consultant or Client without the  prior written consent of the other Party, which consent shall not be unreasonably withheld.  9.7 Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended, or  will be construed, to confer upon or give any person or entity other than Consultant and  Client, and their respective permitted successors and assigns, any rights, remedies, or  obligations under or by reason of this Agreement.  9.8 Termination. This Agreement may be terminated by either Party for cause upon seven  (7) days written notice to the other Party. Should the other Party fail to cure and perform in  accordance with the terms of this Agreement within such seven‐day period, the Agreement  may terminate at the sole discretion of the Party that provided the written notice. The Client  may terminate this Agreement for its convenience. If Client terminates for its convenience,  then Consultant shall be compensated in accordance with the terms hereof for Services  performed, reimbursable costs and expenses incurred prior to the termination, and  reasonable costs incurred as a result of the termination.  9.9 Force Majeure. Neither Party shall be liable for damages or deemed in default of this  Agreement  to the extent that any delay or failure in the performance of its obligations (other  than the payment of money) results, without its fault or negligence, from any cause beyond  its reasonable control, including but not limited to acts of God, acts of civil or military  authority, embargoes, pandemics, epidemics, war, riots, insurrections, fires, explosions,  earthquakes, floods, adverse weather conditions, strikes or lock‐outs, declared states of  emergency, and changes in laws, statutes, regulations, or ordinances.  9.10 Disputes, Choice of Law, Venue. In the event of a dispute and prior to exercising rights  at law or under this Agreement, Consultant and Client agree to negotiate all disputes in good  faith for a period of 30 days from the date of notice of such dispute. This Agreement will be  governed by the laws and regulations of the state in which the Project is located and all  disputes and claims shall be heard in the state or federal courts for that state. Client and  Consultant each waive trial by jury.   9.11 Individual Liability. No officer or employee of Consultant, acting within the scope of  employment, shall have individual liability for any acts or omissions, and Client agrees not to  make a claim against any individual officers or employees of Consultant.  9.12 Severability. Should a court of law determine that any clause or section of this  Agreement is invalid, all other clauses or sections shall remain in effect.  9.13 Waiver. The failure of either Party hereto to exercise or enforce any right under this  Agreement shall not constitute a release or waiver of the subsequent exercise or  enforcement of such right.  9.14 Entire Agreement. The terms and conditions set forth herein constitute the entire  understanding of the Parties relating to the provision of Services by Consultant to Client. This  Agreement may be amended only by a written instrument signed by both Parties. In the  event Client issues a purchase order or other documentation to authorize Consultant’s  Services, any conflicting or additional terms of such documentation are expressly excluded  from this Agreement.   Page 1 of 2  ASTM Practice E1527‐21 User Questionnaire  To be completed by the User, the entity that ordered the Phase I ESA  Site:  Site Name: ____________________________________________________  Site Address: ___________________________________________________  Site City, State: _________________________________________________  User Name:    Date:   Company:   In order to qualify for one of the Landowner Liability Protections (LLPs) offered by the Small Business  Liability Relief and Brownfields Revitalization Act of 2002 (the “Brownfields Amendment”), the User  must conduct the following inquiries. The User should provide the following information to the  environmental professional. Failure to conduct these inquiries could result in a determination that “all  appropriate inquiries” is not complete.  (1)Environmental cleanup liens that are filed or recorded against the property. The types of title reports that may disclose environmental liens include Preliminary Title Reports, Title Commitments, Condition of Title, and Title Abstracts. Chain‐of‐title reports will not normally disclose environmental liens. Did a search of recorded land title records (or judicial records where appropriate) identify any environmental cleanup liens filed or recorded against the property under federal, tribal, state or local law? __________________________________ _____________________________________________________________________________ _____________________________________________________________________________ (2)Activity and use limitations (AULs) that are in place on the property or that have been filed or recorded against the property. The types of title reports that may disclose AULs include Preliminary Title Reports, Title Commitments, Condition of Title, and Title Abstracts. Chain‐of‐title reports will not normally disclose AULs. Did a search of recorded land title records (or judicial records where appropriate) identify any AULs, such as engineering controls, land use restrictions, or institutional controls that are in place at the property and/or have been filed or recorded against the property under federal, tribal, state or local law?  __________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (3)Specialized knowledge or experience of the person seeking to qualify for the LLP. Do you have any specialized knowledge or experience related to the property or nearby properties? For example, are you involved in the same line of business as the current or former occupants of the property or an adjoining property so that you would have specialized knowledge of the chemicals and processes used by this type of business?  _________________ _____________________________________________________________________________ _____________________________________________________________________________ Page 2 of 2    (4) Relationship of the purchase price to the fair market value of the property if it were not  contaminated.  Does the purchase price being paid for this property reasonably reflect the fair market value of  the property? If you conclude that there is a difference, have you considered whether the lower  purchase price is because contamination is known or believed to be present at the property?  ______________________________________________________________________________  ______________________________________________________________________________  ______________________________________________________________________________    (5) Commonly known or reasonably ascertainable information about the property.  Are you aware of commonly known or reasonably ascertainable information about the property  that would help the environmental professional to identify conditions indicative of releases or  threatened releases? For example,    (a) Do you know the past uses of the property? If so, please explain. _____________________  _____________________________________________________________________________  _____________________________________________________________________________    (b) Do you know of specific chemicals that are present or once were present at the property?  If so, please explain. _________________________________________________________  _____________________________________________________________________________  _____________________________________________________________________________    (c) Do you know of spills or other chemical releases that have taken place at the property?  If so, please explain. _________________________________________________________  _____________________________________________________________________________  _____________________________________________________________________________    (d) Do you know of any environmental cleanups that have taken place at the property?  If so, please explain. _________________________________________________________  _____________________________________________________________________________  _____________________________________________________________________________    (6) The degree of obviousness of the presence or likely presence of contamination at the  property, and the ability to detect the contamination by appropriate investigation.  Based on your knowledge and experience related to the property, are there any obvious  indicators that point to the presence or likely presence of contamination at the property? If so,  please explain. _________________________________________________________________  ______________________________________________________________________________  ______________________________________________________________________________      Client Information Request Form  for Phase I Environmental Site Assessments    Revised 01/12/2025  Page 1 of 4  Project/Site Name:       So that we may serve you better, please answer the following questions concerning the project Site. If a  question does not apply to the Site, write “NA.” If you do not know the answer, write “Unknown.”  Please return the completed form along with one copy of the signed authorization letter.    Client Objectives    A. What is your interest in the Site? Check all that apply.   Buying property   Refinancing   Selling property   Development   Redevelopment   Other:       B. In addition to the User, are there any additional entities you would like included on the report for  reliance purposes?          C. A final PDF of the report will be provided. If hard copies are needed, how many?        D. What is the desired completion date for this project?  Date:       E. Do you wish to receive a verbal report before the written report is received?   Yes  No    F. Is confidentiality requested?   Yes  No  If so, to whom is it limited?        Client Information Request Form   for Phase I Environmental Site Assessments  Revised 01/12/2025  Page 2 of 4    Site‐Specific Information    A. Where is the Site located?  Address:       Legal Description, County ID Number, or attach Survey/Plat Map:  __________________________________________________________________________________  ______________________________     B. Is a current Site plan available? If yes, please provide.   Yes  No  Unknown    C. How large is the property (total acreage)?    Acres    D. What is the proposed use of the property?       E. Who is the current property owner?  Name:     Phone/Email:     F. Who will provide access to the property and/or who is the Site contact?  Name:     Phone/Email:     G. Has any previous environmental work been performed on the Site? Check all that apply.   No previous environmental work has been performed   Unknown   Geotechnical/Soil borings   Phase I Environmental Site Assessment   Phase II Environmental Site Assessment   Soil Vapor/Sub‐slab Soil Vapor Investigation   Radon Investigation   Asbestos/Lead‐based Paint Inspections   Hazardous Materials Testing   Other:       If previous environmental work has been performed…  When was it performed?      By whom?  Name:     Phone:    What were the results?  Are copies of the report(s) available?   Yes  No  Unknown      Client Information Request Form   for Phase I Environmental Site Assessments  Revised 01/12/2025 Page 3 of 4  H.How is the property currently used? Check all that apply.  Undeveloped  Light industrial   Agricultural  Retail   Residential  Office Building   Parking Lot  Warehouse   Commercial  Other:    I.Are there existing buildings on the property?  Yes  No   Unknown If yes: How many buildings?    What year was each building originally built?   _____  What year(s) was/were any subsequent addition(s) completed for each building?  What is the total square footage of each building and/or additions?    Are you aware of any asbestos‐containing building materials in any building?   Provide a brief description and use of each building.  J.What was the property used for in the past? K.Are there currently or previously any aboveground or underground storage tanks located on the property? Aboveground storage tanks:  Yes  No  Unknown  Underground storage tanks:  Yes  No  Unknown  If yes:  Where are they located?  What are the sizes and contents of the tanks (e.g., 500‐gallon diesel)?  When were the tanks installed?  Are there any maintenance records available for the tanks?  Are the tanks currently being used?  ☐ Yes ☐ No  Unknown  If no:  When were the tank(s) closed?   Was the MPCA notified?    L.Have hazardous chemicals or petroleum products ever been stored at the Site? Hazardous chemicals:  Yes  No  Unknown  Petroleum products:  Yes  No  Unknown  If yes, which ones?    Client Information Request Form   for Phase I Environmental Site Assessments  Revised 01/12/2025  Page 4 of 4    M. Has the property ever been used or is the property currently used for dumping or landfilling?       Utilities  Are there any wells or septic systems formerly or currently located at the Site?  Wells:  Yes  No  Unknown  Septic systems:  Yes  No  Unknown  Is the Site connected to city sewer and water?  Sewer:  Yes  No  Unknown  Water:  Yes  No  Unknown  What types of utilities service the Site? Check all that apply.   Unknown  Gas   Electric   Propane   Other:       N. Are there any environmental concerns regarding the property or adjoining properties?             O. How are the adjacent properties used?                  Stantec Consulting Services Inc. 2080 Wooddale Drive, Suite 100, Woodbury, Minnesota 55125 June 5, 2025 Attention: Alex Menke Economic Development Coordinator City of Hastings 101 4th Street East Hastings, MN 55033 Dear Alex: Reference: Proposal for Environmental Services – City Block – Vermillion Street, Eddy Street, 4th Street West and 5th Street West, in Hastings, Minnesota Stantec Consulting Services Inc. (Stantec) is pleased to submit a proposal to the City of Hastings (Client and User) to complete a Phase I Environmental Site Assessment (ESA), a Limited Soils Investigation, and a non-destructive asbestos and regulated materials survey for a city block along Vermillion Street in Hastings, Minnesota. Developed parcels at located at addresses 400, 410, 412, 418 and 420 Vermillion Street and 114 5th Street West (the Subject Property) with six undeveloped lots filling out the remainder of the city block. The Subject Property consists of approximately 1.67 acres identified as Dakota County parcel identification numbers (PIDs) 193215028020, 193215028021, 193215028023, 193215028040, 193215028050, 193215028060, 193215028070, 193215028080, 193215028083, 193215028085, 193215028086, and 193215028087. The parcels are owned by Hastings Holdings Company LLC or Hastings Economic Development and Redevelopment Authority. Stantec understands the Client is contemplating redevelopment of the Subject Property. PHASE I SCOPE OF WORK Stantec proposes to perform a Phase I ESA for the Subject Property in accordance with the requirements of ASTM E1527-21, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process. An environmental Phase I ESA for the Subject Property is proposed to be conducted in accordance with the All Appropriate Inquiries (AAI) Final Rule 40 CFR Part 312 for protection from environmental cleanup liability under the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), by adhering to guidance detailed in the ASTM International (ASTM) E1527-21 Standard Practice for Phase I Environmental Site Assessments: Phase I Environmental Site Assessment Process. The proposed Environmental Site Assessment (ESA) will be accomplished by, and limited to, the following: · A pre-assessment review (i.e., before the site visit, if practical) of available pertinent documents. This proposal serves as Stantec’s request to client to provide available documents which may help us better understand conditions at the Subject Property (e.g., reports of previous investigations or surveys, site maps and building plans, process flow diagrams, environmental permits, chemical and waste inventories, tenant lists for multiple-occupancy buildings or sites, and other available pertinent documents). · Review of environmental regulatory agency information, by conducting or obtaining a regulatory agency database search report for databases and minimum search distances specified by the ASTM protocol, and information requests and interviews with local governmental agencies, as warranted. Because additional addresses may exist, it is requested herein that known additional addresses be provided to Stantec in order to assist the governmental and regulatory search for data. June 5, 2025 City of Hastings Page 2 of 7 Reference: Proposal for Environmental Services – City Block – Vermillion Street, Eddy Street, 4th Street West and 5th Street West, in Hastings, Minnesota · Review of historical use of the Subject Property and vicinity, including reasonably ascertainable historical aerial photographs, Fire Insurance maps, USGS topographic maps, and city directories · Documentation of the physical setting of the Subject Property · A site visit, including a visual evaluation of the adjoining properties from the property line, public right of way, or other vantage point. · Interviews with people knowledgeable about past and current site use and conditions (such as current owner, past owner, tenants or occupants, and User) to the extent possible. Stantec also requests contact information for the individuals identified. · Evaluation of the potential for Vapor Encroachment Condition (VEC). · Review of ASTM “additional considerations” are not included in the scope of work but can be added at additional fee if requested. Common “additional considerations” may include, but are not limited to: asbestos, lead-based paint, lead in drinking water, mold, wetlands, flood zones, regulatory compliance, cultural and historic resources, industrial hygiene, health and safety, ecological resources, endangered species, indoor air quality, high-voltage power lines, or other requested study. · This proposed Phase I ESA does not include any sampling or laboratory analysis. If sampling of suspected asbestos, lead-based paint, hazardous materials, or other sampling is required, the cost for these studies can be added at additional fee if requested. · The User of the Phase I report has some requirements per ASTM, such as reviewing land assessor data (via a Final Title Report, or specific searches) for environmental liens or Activity/Use Limitations (AULs). Stantec will review this data if provided by the client as part of the Phase I ESA. Our proposed fee does not include the cost to obtain an environmental lien and AUL search as part of the proposed Phase I Scope of work but can be included for additional fee if requested. · Where required, Freedom of Information ACT (FOIA) request(s) for a review of appropriate State and Federal environmental regulatory agency files will be submitted. However, the proposed project completion schedule may be such that the regulatory agencies will not be able to provide access to, or copies of, documents within their files within the specified timeframe. If FOIA information is received after submission of the final report, then Stantec will inform the Client if information affects the conclusions of the Phase I ESA. Because file sizes are unknown, additional charges may be requested by the agencies. Should additional fees be required due to the number and/or size of files, Stantec will notify the Client prior to obtaining the files from the agency. · Preparation and submittal of an electronic copy of an ASTM E1527 compliant report documenting the findings of the Phase I ESA. The report will include a summary of the Phase I ESA scope of work, assessment methods employed, opinion regarding the findings of the assessment, references, conclusions, and recommendations for additional study, if deemed appropriate. General figures of the Subject Property location and Subject Property plan will also be included. Text of the Phase I ESA report will initially be submitted as a draft for one round of review and comment. The draft report may be revised based upon comments made by client before submittal of the final report. The results of the Phase I ESA are stated as professional opinions regarding the condition of the Subject Property at the time of the assessment. The report has limitations and offers no guarantee that all possible June 5, 2025 City of Hastings Page 3 of 7 Reference: Proposal for Environmental Services – City Block – Vermillion Street, Eddy Street, 4th Street West and 5th Street West, in Hastings, Minnesota environmental conditions will be recognized or discernible. · The Phase I ESA report to be delivered by Stantec, if this proposal is accepted, will be for the sole use of the Client. The report may not be relied upon by any other party without the express written consent of Stantec, which may be withheld at Stantec’s discretion. Stantec will charge a fee of $500 per relying party conveyed in a reliance letter. Any such reliance to which Stantec consents will (1) contain a limitation of Stantec’s liability which will be no greater than the lesser of $50,000 or the value of Stantec’s fees for the Phase I ESA, and (2) only be granted pursuant to the conditions of Stantec’s standard form reliance letter (i.e., Stantec will not sign forms of reliance letter proposed by lenders or other third parties). LIMITED SOILS INVESTIGATION SCOPE – GEOTECHNICAL/BEDROCK STUDY This Limited Phase II ESA is proposed to evaluate soil conditions and depth to bedrock at the Subject Property in preparation of acquisition and/or redevelopment activities. There is no planned soil, groundwater, or soil vapor sampling to evaluate potential environmental impacts. The Limited Phase II ESA will include the following scope of services and will be performed by Haugo Geotechnical Services, Inc.: · Complete four (4) standard penetration test soil borings to assess current soil conditions at the Subject Property. The boring locations will be located spatially throughout the Subject Property. The borings will be completed to estimated depths of 50 feet below ground surface (bgs). During the advancement of the soil borings, soil samples will be collected to boring termination. Following sampling, the borings will be sealed per Minnesota Department of Health (MDH) regulations. · Soil classification will also be performed in the field in accordance with ASTM Method D2488, Standard Practice for Description and Identification of Soils. A log will be created for the soil boring showing stratigraphic sequence and associated field screening notes and observations. Visual evidence of contamination, groundwater, and bedrock will be noted on the field geologist’s log. · Perform up to eight (8) moisture content tests on selected soil samples. · Soil cuttings will be thin-spread on-site. · Obtain GPS coordinates and elevations at the soil boring locations. · Prepare an Engineering Report summarizing the soil/bedrock condition, groundwater conditions and provide recommendations for foundation support. Public and Private Utilities Identification · Prior to initiating the proposed drilling activities, Stantec’s subcontractor will notify “Gopher One Call” to identify any publicly owned underground utility lines in the vicinity of the drilling site. Public utility lines buried at the Subject Property will be located by the appropriate public utility company and indicated on the ground surface with flags and/or paint. The drilling subcontractor will not advance borings closer than the recommended distances from each of the public utility lines. · Private utility lines may also be buried at the Subject Property. Stantec’s drilling contractor will retain a private utility contractor to locate private buried utilities (i.e., private sewer, private electric, private gas or underground storage tank systems). Please note that some private lines made of June 5, 2025 City of Hastings Page 4 of 7 Reference: Proposal for Environmental Services – City Block – Vermillion Street, Eddy Street, 4th Street West and 5th Street West, in Hastings, Minnesota clay, cement or tile or other materials that are not identifiable by private locators. Stantec requests that the soil boring locations be approved by the Subject Property owner as Stantec is not responsible for damage to private utility systems or releases that may result from inaccurately located utilities. A fee for the private utility locator is included in this proposal. NON-DESTRUCTIVE ASBESTOS AND HAZARDOUS MATERIALS SURVEY We understand that the Subject Property buildings (the Buildings) are occupied and under consideration for renovation. As such, all work will be performed and conducted in accordance with applicable state and federal regulations, including provisions of the National Emission Standard for Hazardous Air Pollutants (NESHAP 40 CFR 61, Subpart M), the Asbestos Hazard Emergency Response Act (AHERA 40 CFR 763, Subpart E) and Minnesota Department of Health (MDH) Asbestos Abatement Regulations. Note that based upon the findings of the Survey, additional destructive testing may be proposed prior to renovation of the Buildings. The Buildings to be surveyed include the following estimated size, use, and construction date: Building Size Use Construction Date 400 Vermillion Street 3,266 sq ft Commercial; dental service and former bank 1977 410 Vermillion Street 8,494 sq ft Commercial; former Rivertown Liquors 1961 412 Vermillion Street Unknown Commercial; former bar/ restaurant Unknown 418 Vermillion Street 4,560 sq ft Commercial; barber shop 1945 420 Vermillion Street 2,064 sq ft Commercial; restaurant 1950 114 5th Street West 1,164 sq ft Single-family home 1875 · Survey the Buildings to identify accessible suspect asbestos-containing material (ACM) and other regulated materials as defined in Minnesota Pollution Control Agency (MPCA) Renovation and Demolition Rule (Minn. R. 7035.0805). We will provide temporary patching to all sample locations but will not restore finishes or surfaces to their original existing condition; · Identify homogenous suspect ACM and document its location, estimated quantity, and condition; · Sample suspect ACM for laboratory analysis. Note that laboratory analysis will be billed at a “per sample layer” unit rate (see unit cost provisions below); · Sampling of roofing material is not included in the Scope of Service unless directed otherwise. If roof sampling is authorized, all patching will be performed using either cold-patch techniques that June 5, 2025 City of Hastings Page 5 of 7 Reference: Proposal for Environmental Services – City Block – Vermillion Street, Eddy Street, 4th Street West and 5th Street West, in Hastings, Minnesota provide no warranty against water intrusion into the Buildings or professional roof patching performed by a qualified roofing vendor independently hired by you; · Sampling homogenous painted or coated surfaces for the presence of lead-based paint (LBP) using a direct read instrument is included in the Survey unless directed otherwise; · Identify and document the quantity of material inventory or equipment that could contain PCBs, ODCs, mercury and/or other regulated metals, hazardous wastes and/or building materials that could be classified as special wastes; · Sampling and analysis of potential polychlorinated biphenyls (PCBs) in caulk is included in the Survey unless directed otherwise; and · Provide a report summarizing the findings of the Survey. Bulk sample layers of each material collected from the Building will be analyzed for asbestos fiber content by polarized-light microscopy (PLM) and will be billed at a unit T&M rate per sample layer. This proposal includes laboratory analysis costs for 1,000 sample layers. Additional sample layers will be billed at a unit rate of $9.08 per layer. Note that PLM sample analysis will be conducted under standard 5-day laboratory turnaround time (TAT) unless directed otherwise. PLM sample analysis will be completed by EMSL Analytical, Inc. (EMSL), located in New Hope, Minnesota. EMSL’s NVLAP accreditation number is 200019-0. Composite caulk samples collected from the Buildings will be analyzed for PCB content by EPA Method 8082 and will be billed at a unit T&M rate per sample, with a laboratory minimum order fee of $250.00. This proposal includes laboratory analysis costs for 15 samples. Additional samples will be billed at a unit rate of $90.00 per sample. Note that PCB in caulk sample analysis will be conducted under standard 10-day laboratory TAT unless directed otherwise. PCB in caulk analysis will be completed by Pace Analytical, Inc. (Pace), located in Minneapolis, Minnesota. PROJECT SCHEDULE Stantec will begin this proposed work upon receipt of authorization to proceed. A draft of the Phase I ESA report will be completed within 15-20 business days, depending on when authorization is provided and assuming access is not limited. The Limited Soil Investigation will be coordinated upon authorization with field work commencing with 10 business days of authorization. An Engineering Report will be prepared within 7-10 business days of the field work. The field work for the Non-Destructive Asbestos Surveys will commence within 5-10 business days of authorization and take an estimated five (5) business days to complete. The draft Non-Destructive Asbestos Survey reports (one for each building) will be completed within 5-7 business days after receipt of laboratory results. Final copies of the reports will be prepared within two business days of the Client’s request. COST ESTIMATE Stantec proposes to perform the above detailed services for the estimated costs detailed below: June 5, 2025 City of Hastings Page 6 of 7 Reference: Proposal for Environmental Services – City Block – Vermillion Street, Eddy Street, 4th Street West and 5th Street West, in Hastings, Minnesota Scope Fee Estimate Phase I ESA (Fixed Fee) $ 3,800 Limited Soil Investigation (Time and Materials) $12,725 Asbestos Survey (Time and Materials) $30,750 Total: $47,275 Stantec has developed this cost proposal on the basis of the above-described scope of work and the defined detail of study that you have indicated. If additional efforts or scope items are requested and approved by the client prior to initiation, the services will be invoiced at the applicable rates or negotiated as necessary. Please note that all laboratory costs, subcontractors, and expenses incurred by Stantec will be assessed a 10% management fee. TERMS AND CONDITIONS The above-stated fee proposed for this scope of services is valid for 30 days from the date of this proposal. If you have any questions regarding the details of our proposal, please contact Lindsey Brown at your convenience. We appreciate this opportunity to be of service. Regards, STANTEC CONSULTING SERVICES INC. Michelle L. Hosfield Senior Associate, Environmental Scientist Phone: 952-334-4116 Email: michelle.hosfield@stantec.com Lindsey Brown Funding Specialist U.S. Central Asset Transformation Phone: 262-649-0124 Email: lindsey.brown@stantec.com Attachments: Stantec 2025 Rate Table Zero Standard Terms and Conditions CC: Chantell Bazewicz, Stantec Construction Services Adam Zobel, Stantec June 5, 2025 City of Hastings Page 7 of 7 Reference: Proposal for Environmental Services – City Block – Vermillion Street, Eddy Street, 4th Street West and 5th Street West, in Hastings, Minnesota PROPOSAL AUTHORIZATION By signing this proposal, authorizes Stantec to proceed with the services herein described. This proposal is accepted and agreed on the of , . Per: Client Company Name Print Name & Title Signature Client Company Name Day 12 Year Month ATTACHMENT – STANDARD RATE TABLE BC2277_2025-0 HOURLY RATES Stantec Billing Level 2025 Hourly Rate* 3 $107 4 $114 5 $126 6 $130 7 $139 8 $146 9 $155 10 $163 11 $172 12 $176 13 $189 14 $200 15 $221 16 $246 17 $260 18 $265 19 $285 20 $296 21 $312 *Rates subject to annual increase. OTHER EXPENSES / MATERIALS Stantec’s standard mark-up on expenses is 10%. Unless prescribed differently within the proposal or other contract paperwork, this mark-up is used in all areas as indicated below: • Sub-Consultants • Subcontracted Commodity Services e.g., analytical laboratory services, drilling contractors, etc. • Meals and Lodging May be billed at cost or daily per diem. If applicable, per diem rates will be those set by the U.S. General Services Administration (https://www.gsa.gov). • Vehicle and Equipment Rentals Not owned by Stantec. • External Equipment and Supplies. e.g., delivery charges, outside copying/reproduction, leased/rented field equipment, etc. Company-owned equipment will be billed on unit rate basis (e.g., daily; weekly); the expense markup does not apply to these rates. For Stantec owned vehicle, a combination of daily vehicle or milage rates are used depending on the type of work and/or contract. A separate Stantec Equipment Rate Schedule* is available upon request. PROFESSIONAL SERVICES TERMS AND CONDITIONS Page 1 of 2 The following Terms and Conditions are attached to and form part of a proposal for services to be performed by Consultant and together, when the Client authorizes Consultant to proceed with the services, constitute the Agreement. Consultant means the Stantec entity issuing the Proposal. DESCRIPTION OF WORK: Consultant shall render the services described in the Proposal (hereinafter called the “Services”) to the Client. TERMS AND CONDITIONS: No terms, conditions, understandings, or agreements purporting to modify or vary these Terms and Conditions shall be binding unless hereafter made in writing and signed by the Client and Consultant. In the event of any conflict between the Proposal and these Terms and Conditions, these Terms and Conditions shall take precedence. This Agreement supercedes all previous agreements, arrangements or understandings between the parties whether written or oral in connection with or incidental to the Project. COMPENSATION: Payment is due to Consultant within 28 days of receipt of invoice. Failure to make any payment when due is a material breach of this Agreement and will entitle Consultant, at its option, to suspend or terminate this Agreement and the provision of the Services. Interest will accrue on accounts overdue at the lesser of 1.5 percent per month (18 percent per annum) or the maximum legal rate of interest. Unless otherwise noted, the fees in this agreement do not include any value added, sales, or other taxes that may be applied by Government on fees for services. Such taxes will be added to all invoices as required. The Client will make electronic payment of the invoices, the details of which can be obtained or verified by contacting ar@stantec.com. Consultant provides no guarantee or warranty that the Client’s Project requirements can be achieved within its proposed Project budget or schedule. Any services to redesign, value-engineer or make changes to the Client’s Project requirements, whether for cost-saving, schedule efficiency, or otherwise, constitute additional services. NOTICES: Each party shall designate a representative who is authorized to act on behalf of that party. All notices, consents, and approvals required to be given hereunder shall be in writing and shall be given to the representatives of each party. TERMINATION: Either party may terminate the Agreement without cause upon thirty (30) days notice in writing. If either party breaches the Agreement and fails to remedy such breach within seven (7) days of notice to do so by the non-defaulting party, the non-defaulting party may immediately terminate the Agreement. Non-payment by the Client of Consultant’s invoices within 30 days of Consultant rendering same is agreed to constitute a material breach and, upon written notice as prescribed above, the duties, obligations and responsibilities of Consultant are terminated. On termination by either party, the Client shall forthwith pay Consultant all fees and charges for the Services provided to the effective date of termination. ENVIRONMENTAL: Except as specifically described in this Agreement, Consultant’s field investigation, laboratory testing and engineering recommendations will not address or evaluate pollution of soil or pollution of groundwater. Consultant is entitled to rely upon information provided by the Client, its consultants, and third-party sources provided such third party is, in Consultant’s opinion, a reasonable source for such information, relating to subterranean structures or utilities. The Client releases Consultant from any liability and agrees to defend, indemnify and hold Consultant harmless from any and all claims, damages, losses and/or expenses, direct and indirect, or consequential damages relating to subterranean structures or utilities which are not correctly identified in such information. PROFESSIONAL RESPONSIBILITY: In performing the Services, Consultant will provide and exercise the standard of care, skill and diligence required by customarily accepted professional practices normally provided in the performance of the Services at the time and the location in which the Services were performed. INDEMNITY: The Client releases Consultant from any liability and agrees to defend, indemnify and hold Consultant harmless from any and all claims, damages, losses, and/or expenses, direct and indirect, or consequential damages, including but not limited to attorney’s fees and charges and court and arbitration costs, arising out of, or claimed to arise out of, the performance of the Services, excepting liability arising from the sole negligence of Consultant. LIMITATION OF LIABILITY: It is agreed that, to the fullest extent possible under the applicable law, the total amount of all claims the Client may have against Consultant under this Agreement, including but not limited to claims for negligence, negligent misrepresentation and/or breach of contract, shall be strictly limited to the lesser of professional fees paid to Consultant for the Services or $50,000.00. No claim may be brought against Consultant more than two (2) years after the cause of action arose. As the Client’s sole and exclusive remedy under this Agreement any claim, demand or suit shall be directed and/or asserted only against Consultant and not against any of Consultant’s employees, officers or directors. Consultant’s liability with respect to any claims arising out of this Agreement shall be absolutely limited to direct damages arising out of the Services and Consultant shall bear no liability whatsoever for any consequential loss, injury or damage incurred by the Client, including but not limited to claims for loss of use, loss of profits and/or loss of markets. In no event shall Consultant’s obligation to pay damages of any kind exceed its proportionate share of liability for causing such damages. DOCUMENTS: All of the documents prepared by or on behalf of Consultant in connection with the Project are instruments of service for the execution of the Project. Consultant retains the property and copyright in these documents, whether the Project is executed or not. These documents may not be used for any other purpose without the prior written consent of Consultant. In the event Consultant’s documents are subsequently reused or modified in any material respect without the prior consent of Consultant, the Client agrees to defend, hold harmless and indemnify Consultant from any claims advanced on account of said reuse or modification. Any document produced by Consultant in relation to the Services is intended for the sole use of Client. The documents may not be relied upon by any other party without the express written consent of Consultant, which may be withheld at Consultant’s discretion. Any such consent will provide no greater rights to the third party than those held by the Client under the contract and will only be authorized pursuant to the conditions of Consultant’s standard form reliance letter. Consultant cannot guarantee the authenticity, integrity or completeness of data files supplied in electronic format (“Electronic Files”). Client shall release, indemnify and hold Consultant, its officers, employees, Consultant’s and agents harmless from any claims or damages Professional Services Terms and Conditions on StanNet Forms> Company Forms>Risk Management> Standard Form Agreements PROFESSIONAL SERVICES TERMS AND CONDITIONS Page 2 of 2 Professional Services Terms and Conditions on StanNet Forms> Company Forms>Risk Management> Standard Form Agreements arising from the use of Electronic Files. Electronic files will not contain stamps or seals, remain the property of Consultant, are not to be used for any purpose other than that for which they were transmitted, and are not to be retransmitted to a third party without Consultant’s written consent. FIELD SERVICES: Consultant shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with work on the Project, and shall not be responsible for any contractor’s failure to carry out the work in accordance with the contract documents. Consultant shall not be responsible for the acts or omissions of any contractor, subcontractor, any of their agents or employees, or any other persons performing any of the work in connection with the Project. Consultant shall not be the prime contractor or similar under any occupational health and safety legislation. GOVERNING LAW/COMPLIANCE WITH LAWS: The Agreement shall be governed, construed and enforced in accordance with the laws of the jurisdiction in which the majority of the Services are performed. Consultant shall observe and comply with all applicable laws, continue to provide equal employment opportunity to all qualified persons, and to recruit, hire, train, promote and compensate persons in all jobs without regard to race, color, religion, sex, age, disability or national origin or any other basis prohibited by applicable laws. DISPUTE RESOLUTION: If requested in writing by either the Client or Consultant, the Client and Consultant shall attempt to resolve any dispute between them arising out of or in connection with this Agreement by entering into structured non-binding negotiations with the assistance of a mediator on a without prejudice basis. The mediator shall be appointed by agreement of the parties. The Parties agree that any actions under this Agreement will be brought in the appropriate court in the jurisdiction of the Governing Law, or elsewhere by mutual agreement. Nothing herein however prevents Consultant from any exercising statutory lien rights or remedies in accordance with legislation where the project site is located. ASSIGNMENT: The Client shall not, without the prior written consent of Consultant, assign the benefit or in any way transfer the obligations under these Terms and Conditions or any part hereof. SEVERABILITY: If any term, condition or covenant of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement shall be binding on the Client and Consultant. FORCE MAJEURE: Any default in the performance of this Agreement caused by any of the following events and without fault or negligence on the part of the defaulting party shall not constitute a breach of contract, labor strikes, riots, war, acts of governmental authorities, unusually severe weather conditions or other natural catastrophe, disease, epidemic or pandemic, or any other cause beyond the reasonable control or contemplation of either party. Nothing herein relieves the Client of its obligation to pay Consultant for services rendered. CONTRA PROFERENTEM: The parties agree that in the event this Agreement is subject to interpretation or construction by a third party, such third party shall not construe this Agreement or any part of it against either party as the drafter of this Agreement. BUSINESS PRACTICES: Each Party shall comply with all applicable laws, contractual requirements and mandatory or best practice guidance regarding improper or illegal payments, gifts, or gratuities, and will not pay, promise to pay or authorize the payment of any money or anything of value, directly or indirectly, to any person (whether a government official or private individual) or entity for the purpose or illegally or improperly inducing a decision or obtaining or retaining business in connection with this Agreement or the Services. FLORIDA CONTRACTS: PURSUANT TO FLORIDA STATUTES CHAPTER 558.0035 AN INDIVIDUAL EMPLOYEE OR AGENT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM NEGLIGENCE. Summit Envirosolutions, Inc. ∙ 1410 Energy Park Drive, Suite 17, St. Paul, Minnesota 55108 Transmitted Via Email April 21, 2025 Mr. Alex Menke Economic Development Coordinator City of Hastings 101 4th Street East Hastings, MN 55033 Subject: Phase I ESA, Non-Destructive Hazardous Material Evaluation, and Bedrock Survey Work Plan and Cost Estimate at Block 28 Dear Mr. Menke: Based on your email dated April 17, 2025, Summit Envirosolutions, Inc. (Summit) is pleased to present this work plan for conducting a Phase I Environmental Site Assessment (ESA), Non- Destructive Hazardous Material Evaluation, and a bedrock survey at the subject properties. Summit will require the name and telephone numbers of the current and previous property owners for interview purposes along with others that may be named for reliance on the report other than Hastings Econsomic Development and Redveolpment Authority (HEDRA). The Subject Propeties are recorded as Parcel Identification Numbers (PINs) 193215028040, 193215028023, 193215028021, 193215028020, 193215028050, 193215028060, 193215028070, 193215028080, 193215028085, 193215028086, 193215028087, and 193215028083 on the Dakota County Property Map and comprises approximately 2 acres with several commercial and residential buildings. Summit reviewed the Minnesota Pollution Control Agency (MPCA) "What’s in My Neighborhood" (WIMN) database, and the property appears to have been associated with a Petroleum Leak Site (LS0018562) that was closed in 2014. 1.0 SCOPE OF SERVICES Phase I Environmental Site Assessment Summit conducts Phase I ESAs in general accordance with ASTM Standard E 1527-21 and fulfills AAI due diligence property assessment requirements. As part of the Phase I ESA, Summit interviews previous and current site owners and occupants, government officials, and other individuals with knowledge of the site regarding potential environmental concerns at or near the site. Summit will need the names and contact numbers of current and former property owners to complete the interview portion of the Phase I ESA. Summit conducts a reconnaissance of the site, which includes buildings, grounds, and surrounding property features. Summit also assesses available state and federal environmental databases as well as historical records such as fire Mr. Alex Menke City of Hastings Work Plan and Cost Estimate Page 2 insurance maps, city directories, and aerial photographs. Geologic and hydrogeologic features of the site area are also reviewed. Summit’s Phase I ESA report includes a summary of recognized environmental conditions (RECs) for the site, along with detailed descriptions of the assessment results activities completed by Summit. Figures indicating the general site location and site-specific characteristics are included with the report. Copies of database inquiries and other documentation supporting the recommendations given in the report are attached as appendices. Recommendations regarding additional assessment activities for the site are also included in the report, if necessary. The scope of work for this Phase I ESA does not include sampling and analyses of asbestos, mold, soil, water, air, radon, lead-based paint, polychlorinated biphenyls (PCBs), Per- and Polyfluoroalkyl Substances (PFAS), or other chemicals of concern. Vapor intrusion into structures from on-site practices or nearby off-site sources can potentially create significant liability and have a material impact on property values (Buonicore, 2007). ASTM recently issued a standard for the assessment of vapor intrusion (ASTM E 2600) that describes a tiered process designed to quickly screen properties with a low risk of vapor intrusion. This initial screening process includes reviewing the historical information gathered during the Phase I ESA to determine the likelihood of vapor intrusion into the on-site structure. Summit will conduct this initial screening as part of the Phase I ESA. If the initial screening indicates the potential for vapor intrusion, further assessment is not within this scope of work. The scope of work for this Phase I ESA does not include a title search or a title opinion. If a title search or a title opinion is available and is provided to Summit, Summit will evaluate the documents for historic ownership and use. Non-Destructive Hazardous Material Evaluation Summit or its contractors will perform a Non-Destuctive Hazardous Material Evaluation with the following Scope of Work: • Provide one United States Environmental Protection Agency (EPA) Asbestos Hazard Emergency Response Act (AHERA) and State of Minnesota licensed Asbestos Inspector to collect bulk samples of building materials suspected of containing asbestos; • Ship samples under proper chain-of-custody to a NVLAP-accredited laboratory for polarized light microscopy (PLM) analysis with a 5-day turnaround time for results; • Provide one EPA accredited Lead Risk Assessor to screen painted building components for the presence of lead-based paint (LBP); • Complete an inventory of existing containerized EPA regulated Universal/Hazardous Waste (UHW) items (other than asbestos or lead); and, • Complete a final report documenting the field survey activities. Our report will include photographs of confirmed asbestos-containing material (ACM), LBP, and UHW; estimated quantities of identified ACM, LBP, and UHW; field sampling maps where samples were collected, laboratory analytical data, and copies of certifications/licenses. Mr. Alex Menke City of Hastings Work Plan and Cost Estimate Page 3 Initial Bedrock Survey Summit will contract a drilling contractor equipped with a Geoprobe® hydraulic push probe to advance soil borings across the Subject Property. A Summit Geologist will be present on-site to oversee the drilling operations. Summit will collect core samples to evaluate the surficial geologic conditions until the push probe reaches the refusal, which is the presumed bedrock. Based on prior research, the bedrock appears to be relatively shallow. Summit will perform multiple borings to map out the surface of the bedrock. The first bedrock layer is presumed to be the Prairie du Chien Group, primarily composed of dolostone with significant bedding planes and fractures. If further analysis of the bedrock is needed for removal evaluation, Summit can provide a quote for bedrock drilling to examine the integrity of the bedrock. This study is not a geotechnical construction investigation. 2.0 FEE Summit estimates the following fess for the above Scope of Work in accordance with the attached General Conditions and Limitations of Environmental Assessments. This includes a database search and historical information collected by a specialty firm. Phase I ESA: ………………………………………........….…..$5,500 Non-Destructive Hazardous Material Evaluation:… $21,000-$28,000 Intial Bed Rock Survey:…………………………...……….….. $3,700 HEDRA will be named in the Phase I ESA final report for user reliance. If you have another party that requires listing, please notify us when we initiate the project. Summit charges $500 for additional reliance letters requested after the Phase I ESA final report is issued. 3.0 WORK SCHEDULE Summit will complete the Scope of Services within 20-30 working days of receiving written authorization to proceed and obtaining access to the site. One final electronic project report will be provided. Mr. Alex Menke City of Hastings Work Plan and Cost Estimate Page 4 4.0 ACCEPTANCE If this work plan and fee estimate are acceptable to you, please provide the approved documents to our office to confirm project activities and schedule. Please feel free to contact me at 612-720-0356 if you have questions concerning Summit’s work scope or work schedule. We look forward to the opportunity of working with you. Sincerely, Summit Envirosolutions, Inc. Kyle Romens, PG Program Manager Acceptance: By:________________________ Title:_______________________ Date:_______________________ SUMMIT ENVIROSOLUTIONS, INC. CONSULTING FEE SCHEDULE Environmental Services Rate Principal - Environmental $175.00 Program Manager $165.00 Senior - Scientist/Engineer/Project Manager $145.00 Scientist/Engineer/Project Manager II $120.00 Scientist/Engineer/Project Manager I $105.00 Senior Field Scientist $100.00 Field Scientist III $95.00 Field Scientist II $90.00 Field Scientist I $85.00 Technician II $80.00 Technician I $75.00 Administrative $65.00 Cultural Resources Management Rate Principal Investigator $120.00 Senior Archaeologist $100.00 Senior Architectural Historian $100.00 Archaeologist II $90.00 Archaeologist I $80.00 Architectural Historian II $90.00 Architectural Historian I $80.00 Archaeological Technician III $65.00 Archaeological Technician II $60.00 Archaeological Technician I $55.00 Administrative $65.00 Summit labor for work on weekends, holidays, greater than 12 hours in one day, and emergency response work may be billed at higher rates. Contact project manager for applicable rates. Legal matters and expert witness testimony will be billed at two times the hourly rates shown. Direct project expenses, including subcontractors/subconsultants will be invoiced to client at cost plus 15%. SUMMIT OWNED EQUIPMENT FEE SCHEDULE EQUIPMENT SCHEDULE FEE BAILER USAGE 15.00 ea. CELLULAR DATA SERVICE 25.00/month COMPANY TRUCK RENTAL (½ day minimum)80.00/day MILEAGE current IRS Mileage Rate TELEMTRIC WATER LEVEL SYSTEM 150.00/day TELEMETRIC FLOW METER 150.00/day GENERATOR 100.00/day GPS UNIT 75.00/day METAL DETECTOR 45.00/day MILEAGE - PERSONAL VEHICLE current IRS Mileage Rate PERISTALTIC PUMP 30.00/day PHOTOIONIZATION DETECTOR (PID)90.00/day PORTABLE COMPUTER 40.00/day STEREOSCOPIC MICROSCOPE 100.00/day SUBMERSIBLE PUMP 100.00/day SURVEY EQUIPMENT 50.00/day WATER LEVEL INDICATOR 20.00/day LEVEL D FIELD WORK (per person)25.00/day gencon.doc C106-0101 SUMMIT ENVIROSOLUTIONS, INC. GENERAL CONDITIONS SECTION 1: PROJECT INFORMATION 1.1 Client will provide to Summit Envirosolutions, Inc. (Summit) all known information regarding existing and proposed conditions of the site or which affects the work to be performed by Summit. Such information shall include, but not be limited to, site plans, surveys, known hazardous waste or conditions, previous laboratory analysis results, written reports, soil boring logs and applicable regulatory site response (Project Information). 1.2 Client will immediately transmit to Summit any additions, updates, or revisions to the Project Information as it becomes available to Client, its subcontractors or consultants. 1.3 Client will provide an on-site representative to Summit within 24 hours upon request, to aid, define, supervise, or coordinate work or Project Information as directed by Summit. 1.4 Summit will not be liable for any decision, conclusion, recommendation, judgment or advice based on any inaccurate information furnished by Client, or other subcontractors or consultants engaged by or for Client, and Client will indemnify Summit against liability arising out of or contributed to by such inaccurate information. SECTION 2: SITE LOCATION, ACCESS, PERMITS, APPROVALS AND UTILITIES 2.1 Client will indicate to Summit the property lines of the site and assume responsibility for accuracy of markers. 2.2 Client will provide for right-of-entry for Summit personnel and equipment necessary to perform the work. 2.3 Client will be solely responsible for applying for and obtaining permits and approvals necessary for Summit to perform the work. Summit will assist Client in applying for and obtaining such permits and approvals as needed. It is understood that Client authorizes Summit to act as agent for Client for Client's responsibilities under this section including signing certain forms on Clients behalf such as Right-of-Entry forms, however, Client acknowledges that Summit bears no responsibility or liability for acting on Clients behalf. 2.4 While Summit will take reasonable precautions to minimize any damage to property, it is understood by Client that in the normal course of the work some damage may occur. The correction of any damage is the responsibility of Client, or, at Client's direction, the damage may be corrected by Summit and billed to Client at cost plus 15%. 2.5 Client agrees to render reasonable assistance requested by Summit to enable performance of work without delay or interference, and, upon request of Summit, to provide a suitable workplace. In extreme instances, work may be terminated by Summit if unacceptable access, conditions, or interferences exist. 2.6 Client will be responsible for locating and identifying all subterranean structures and utilities. Summit will take reasonable precautions to avoid damage or injury to subterranean structures and utilities identified and located by Client and/or representatives of Utility Companies. SECTION 3: SAMPLES 3.1 Summit may retain at its facility selected soil, water, or material samples for a maximum of 30 days after completion of the work and submission of Summit's report, which samples shall remain the property of Client. Unless otherwise directed by the Client, Summit may dispose of any samples after 30 days. 3.2 Disposal of contaminated, hazardous, or waste samples is the responsibility of Client. After said 30 days, Client will be responsible to select and arrange for lawful disposal procedures that include removal of samples from Summit's custody and transporting them to a disposal site. Client may request, or if Client does not arrange for disposal, Summit may deliver samples to Client, freight collect, or arrange for lawful disposal and bill Client at cost plus 15%. SECTION 4: FEE PAYMENT 4.1 Summit will submit invoices to Client monthly, and a final invoice upon completion of work. Invoices will show charges based on the current Summit Fee Schedule or other documents. 4.2 The balance stated on the invoice shall be deemed correct unless Client notifies Summit, in writing, of the particular item that is alleged to be incorrect within ten (10) days from the invoice date. Summit will review the alleged incorrect item within ten (10) days and either submit a corrected invoice, or a statement indicating the original amount is correct. 4.3 Payment is due upon receipt of invoice and is past due thirty (30) days from invoice date. On past due accounts, Client will pay a finance charge of 1.5% per month on the unpaid balance, or the maximum allowed by law, whichever is less, until invoice is fully paid. 4.4 If Client fails to pay Summit within sixty (60) days following invoice date, Summit may deem the default a breach of its agreement, terminate the agreement, and be relieved of any and all duties under the agreement. Client however, will not be relieved of Fee Payment responsibilities by the default or termination of the agreement. 4.5 Client will be solely responsible for applying for and obtaining any applicable compensation fund reimbursements from various state and federal programs. Summit may assist Client in applying for or meeting notification requirements, however, Summit makes no representations or guarantees as to what fund reimbursements Client may receive. Summit shall not be liable for any reductions from reimbursement programs made for any reason by state or federal agencies. 4.6 Any person or company supplying labor or materials for this improvement to your property may file a lien against your property if that person or company is not paid for the contributions and gives you timely notice under applicable state law. SECTION 5: OWNERSHIP OF DOCUMENTS 5.1 Summit will deliver to Client certain reports as instruments of the professional work or services performed pursuant to this Agreement. All reports are intended solely for Client, and Summit will not be liable for any interpretations made by others. All field data, notes, laboratory test data, preliminary reports, calculations and other instruments of professional service will remain the property of Summit. 5.2 Client agrees that all reports and other work furnished to Client, or Client's agents or representatives, which are not paid for, will be returned to Summit upon demand and will not be used by Client for any purpose. 5.3 Unless otherwise agreed, Summit will retain all pertinent records or reports concerning work and services performed for a period of at least two (2) years after report is submitted. During that time the records will be made available to Client during Summit's normal business hours. 5.4 Client may use the Summit report in its entirety and may make copies of the entire report available to others. However, Client shall not make disclosure to others of any portions or excerpts of a report constituting less than the entire report, or to mislead others by omitting certain aspects contained in the report. gencon.docx C106-0101 5.5 Summit will consider Project Information as confidential and will not disclose to third parties information that it acquires, uncovers, or generates in the course of performing the work, except as and to the extent Summit may, in its sole discretion, deem itself required by law to disclose. SECTION 6: DISPUTES 6.1 Client will pay all reasonable litigation or collection expenses including attorney fees that Summit incurs in collecting any delinquent amount Client owes under this agreement. 6.2 If Client or a third party institutes a suit against Summit, which is dismissed, dropped, or for which judgment is rendered for Summit, Client will pay Summit for all costs of defense, including attorney fees, expert witness fees and court costs. SECTION 7: STANDARD OF CARE 7.1 Because no sampling program can prove the non-existence or non-presence of contaminated conditions or materials throughout the "entire" site or facility, Summit cannot warrant, represent, guarantee, or certify the non-existence or non-presence, or the extent of existence or presence, of contaminated conditions or materials, and Client's obligations under this agreement will not be contingent upon Summit's delivery of any warranties, representations, guarantees, or certifications. 7.2 Summit's opinions, conclusions, recommendations, and report will be prepared in accordance with the proposal, scope of work, and Limitations of Environmental Assessments and no warranties, representations, guarantees, or certifications will be made. 7.3 Although data obtained from discrete sample locations will be used to infer conditions between sample locations, no guarantee may be given that the inferred conditions exist because soil, surface and groundwater quality conditions between sample locations may vary significantly, and because conditions at the time of sample collection may also vary significantly with respect to soil, surface water and groundwater quality at any other given time and for other reasons beyond Summit's control. 7.4 Summit will not be responsible or liable for the interpretation of its data or report by others. SECTION 8: LIMITATION OF LIABILITY AND INDEMNIFICATION 8.1 Client agrees, to the fullest extent permitted by state law, to indemnify, defend, and hold harmless Summit from and against any and all claims, liabilities, losses, damages, costs, or expenses including, without limitation, reasonable attorney's fees, awards, fines, or judgments arising out of or related to any or all of the following: (1) Inaccurate, insufficient, or omitted information provided to Summit by Client or others as Project Information and any actions, advice, decision, or judgment made or recommended by Summit in full or partial reliance thereon; (2) Injury to persons, personal property, real property, the Site or utilities, whether caused by an act or omission of Summit or Client. 8.2 Summit's liability to the Client and all persons, subcontractors or consultants claiming through the Client for damages, to which the indemnification set forth above does not apply, is not permitted by state law, or arises out of the breach of any other obligation to Client or others, will be limited to an amount not to exceed the fee paid for work performed under this agreement. Nothing herein will be deemed to be a waiver of any statutory limitation of liability or any specific liability set out in this agreement. SECTION 9: INSURANCE 9.1 Summit will carry workers compensation insurance and public liability and property insurance as Summit deems adequate. Certificates of insurance will be provided to Client upon request. Summit will not be responsible for liability for items not covered by such policies, or liability beyond the limits and conditions stated therein. 9.2 Summit will not be responsible for any loss or liability arising from action or negligence by Client or by other subcontractors or consultants employed by Client or employed for work on Client's projects. SECTION 10: TERMINATION 10.1 The agreement between Summit and Client may be terminated by either party upon seven (7) days written notice if there is substantial failure by the other party to perform. Termination will not be effective if substantial failure is remedied before expiration of the seven (7) days. 10.2 If the agreement is terminated prior to completion of report, Summit may complete analysis, records and work, in order to issue a progress report on all work performed. 10.3 Upon termination, Summit will be paid for services, plus termination expenses, which include fees for completing the analysis, records, work and progress report. SECTION 11: ASSIGNMENT 11.1 Neither party may assign duties, rights or interests not normally done in the performance of the work, without obtaining the prior written consent of the other party, which consent will not be unreasonably withheld. 11.2 Client will not use a former employee of Summit for work or services for a period of at least two (2) years either during or after completion by Summit of its work, without Summit’s express written consent. SECTION 12: DELAYS 12.1 If Summit is delayed in performance due to any cause beyond its reasonable control, including but not limited to strikes, riots, fires, acts of God, governmental actions, actions of a third party, or actions or inactions of Client, the time for performance shall be extended by a period of time lost by reason of the delay. Summit will be entitled to payment for its reasonable additional charges, if any, due to the delay. SECTION 13: ENTIRE AGREEMENT 13.1 This Agreement contains the entire understanding between the Client and Summit and supersedes any prior written or oral agreements between them respecting the within subject matter. There are no representations, agreements, arrangements or understandings, oral or written, between Client and Summit relating to the subject matter of this Agreement which are not fully expressed herein. 13.2 The agreement between Summit and Client may be modified only by a written amendment executed by both Client and Summit.