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2019 11 07 GZA Pine Grove ProposalAn Equal Opportunity Employer M/F/V/H November 7, 2019 15.P000142.20 Submitted Via Electronic Mail Wayne Feiden, FAICP Department of Planning & Sustainability City Hall 210 Main Street Northampton, MA 01060 Re: Proposal for Professional Services Nashawannuck Brook Assessment and Master Plan of Resiliency Improvements Northampton, Massachusetts Dear Mr. Feiden: In response to your recent request and our subsequent discussions, GZA GeoEnvironmental, Inc. (GZA) is pleased to provide the City of Northampton (City) this proposal for professional consulting services in support of the City’s ecological restoration of Nashawannuck Brook and associated habitat man- agement (the Project) at the Pine Grove Golf Course along Old Wilson Road in Northampton, Massachusetts (the Site). BACKGROUND In the 1960s, a private golf course was developed in Northampton, south of Old Wilson Road and along the banks of Nashawannuck Brook. The native trees, shrubs, and other vegetation that provided shade, nesting, and foraging habitat along the brook were removed and replaced with heavily man- aged turfgrass. Natural drainage patterns were altered, and storm culverts and French drains were installed to whisk away stormwater runoff and maintain dry playing conditions. Recently, the City was presented with the incredible opportunity to purchase the Pine Grove Golf Course from the original owner. The seller and the City have signed an option to purchase, and the City Council voted unanimously to approve the purchase. The City is the recent recipient of a Local Acquisitions for Natural Diversity (LAND) Grant to assist with the purchase and expects a closing on the property in the winter of 2019-2020. The City’s intent is to improve municipal resiliency through the restoration and naturalization of Nash- awannuck Brook and its associated floodplain, preserving and enhancing flood storage, promoting infiltration and groundwater recharge, and reducing downstream flooding impacts. The City is com- mitted to working with MassWildlife and the Massachusetts Audubon Society to restore and manage native riparian habitat while preventing the spread of invasives. Conversion of the Site from a mani- cured golf course to a natural community will improve habitat for game species and species of greatest conservation need, including songbirds and migratory birds, fish, reptiles, and amphibians. Public ac- cess will be an integral component of the overall plan of conservation. Northampton is committed to permanent protection of priority open spaces and providing land stewardship that protects habitat, encourages appropriate recreation, and increases the City’s climate adaptation resiliency. November 7, 2019 GZA Proposal No. 15.P000142.20 Nashawannuck Brook Restoration Page | 2 Proactive by DesignNashawannuck Brook is a small tributary to the Manhan River, with headwaters in and around the Pine Grove Golf Course. The brook enters the Site with a drainage area of about 115 acres where it flows under Old Wilson Road through a concrete pipe with concrete headwall. Where the brook leaves the Site, its drainage area has increased to 310 acres. Two dams across Nashawannuck Brook were constructed as part of the golf course infrastructure, and both remain in place. The most upstream of these dams consists of an earthen causeway impounding a shallow ornamental pond, about 1,000 feet downstream of Old Wilson Road. The upstream dam appears to have partially breached, and the impoundment is mostly drained. Another 800 feet downstream, a second dam forms an open-water pond used for irrigation purposes. This second earthen dam is intact and has a drop inlet primary spillway, a steel spillway conduit, and no auxiliary spillway. While their regulatory status as “dams” under the Massachusetts Dam Safety Regula- tions is uncertain, both structures are severe obstructions of the brook, impeding the passage of fish and wildlife. Removal of both structures would appear to be a critical component in the brook’s restoration. Nashawannuck Brook Crossing Under Old Wilson Road (looking upstream) Downstream Dam at Irrigation Pond (looking upstream) Upstream Dam (partially breached, looking downstream) November 7, 2019 GZA Proposal No. 15.P000142.20 Nashawannuck Brook Restoration Page | 3 Proactive by DesignIn addition to the two dams, various golf cart paths and maintenance access ways cross the brook at 8 to 10 additional locations throughout the Site. The crossings range from simple timber or concrete spans to more substantial embank- ments with minimally-sized culverts for stream passage. Examples can be seen below. GZA has noted other infrastructure features and manipulations of the natural environment that should be addressed by the Project. Throughout the golf course, French drains and culverts have been placed to alter the surface and subsurface drainage at the Site. These will continue to interrupt the natural condi- tions unless removed or otherwise rendered ineffective. Many reaches of Nashawannuck Brook have been heavily channelized by the placement of large boulders along the banks, restricting the stream’s ability to meander naturally. The Project should consider removal of some or all of these past manipulations. Simple Concrete Span Simple Wooden Span Steel Culvert Typical French Drain, intercepting surface and subsurface drainage and directing it to Nasha- wannuck Brook Armored Banks of Nashawannuck Brook Downstream of the Irrigation Pond (looking downstream) November 7, 2019 GZA Proposal No. 15.P000142.20 Nashawannuck Brook Restoration Page | 4 Proactive by DesignOBJECTIVES The objectives of GZA's services will be to observe, evaluate, and document the existing natural environment and habitat resources at the Site and prepare a narrative and illustrated Master Plan to guide the City’s further efforts in Project implementation. The Project represents a unique and valuable restoration opportunity to re-establish a resilient natural stream channel including a connected floodplain and associated riparian corridor. GZA’s services will incorporate the Project concepts put forth by the City, the Massachusetts Audubon Society, the Natural Heritage and Endangered Species Program, and other Project partners as may be identified by the City. GZA’s engineering services will focus primarily on stream restoration and dam removals, and our ecological services will pertain primarily to evaluation and delineation of existing wetland resources and assessments of existing and potential habitats. We will assist the City and its partners in the discussion of habitat restoration and invasive species control, but will not take the lead role in specifying these activi- ties within the Master Plan. GZA will assemble all documentation and evaluations and will produce the overall Master Plan with the City’s and its partners’ assistance. SCOPE OF WORK GZA has outlined the following scope of work to complete a Nashawannuck Brook Assessment and Master Plan of Resili- ency Improvements that will meet the City’s and Project partners’ goals. Task 1.0 – Project Management and Coordination GZA understands the value of open and frequent communication, especially when implementing an MVP Action Grant. Proactive communication is our company commitment. We prioritize planning and performing our work by fully under- standing the client’s goals, needs, and project constraints. GZA plans to communicate by phone, email, and written communication with the City. GZA will provide regular bi-weekly progress reports (distributed by email) to the City that will typically include a completed work summary, description of any technical and operational issues, status of delivera- bles, outstanding contractual issues, a project schedule update, and an update of any coordination efforts undertaken with the City and Project partners. Task 2.0 – Data Review GZA project team members will gather and review pertinent, existing information regarding available site plans, assessor’s maps, DPW utility information, FEMA studies, historical information, natural resource information, topographic infor- mation (i.e., LiDAR) and aerial photographs from MassGIS, and other available sources. This information, where available, will add to our understanding of the Site and facilitate subsequent tasks. GZA will perform a sediment quality due diligence review of the Nashawannuck Brook watershed. The review will include an assembly and review of available data in the form of spills and tier-classified sites from Massachusetts Department of Environmental Protection and review of relevant Sanborn Fire Insurance Maps. This due diligence review will inform the concepts for dam removal at the Site. Task 3.0 – Base Mapping Using ArcView, GZA will produce Project base plans of the Site and general environs that will form the basis of all graphical representations within the Master Plan. The base mappings will include pertinent information reviewed under Task 2.0 and other information as may be applicable. Smaller versions of the base mapping will be utilized to prepare individual November 7, 2019 GZA Proposal No. 15.P000142.20 Nashawannuck Brook Restoration Page | 5 Proactive by Designfigures for the Master Plan, such as depicting NRCS soil types, MNHESP mapping, FEMA mapping, etc. Task 4.0 – Field Studies Subtask 4.1 – General Site Reconnaissance GZA ecological and engineering staff will visit the Site and immediate area to perform a visual site inspection and to document pre-restoration conditions. We will inventory, visually evaluate, field-measure if accessible, and photo- document existing conditions and structures including, at a minimum: two dams numerous bridges and culverts throughout the Site storm drains, French drains, and other visible drainage features areas of Nashawannuck Brook that have been reinforced by riprap or boulder placement or that are experi- encing severe erosion areas of paving and other structural surfacing other Site features that may interfere with the City’s habitat restoration goals and vision of Project implemen- tation Note these field activities are weather-dependent to allow access to all areas and to avoid high flows obscuring our observations. To the extent practicable, GZA will select days with relatively low flow and days when snow cover is minimal. Note that formal dam safety visual inspections are not included in this task. Subtask 4.2 – Regulated Wetland Resource Area Evaluations GZA wetland scientists will visit the Site to characterize the wetland resource areas including the Bank area and any Bordering Vegetated Wetlands (BVW) for the entire Site and 100 feet beyond all Site boundaries. The Site visit will also include delineation / flagging of wetland resource areas to be included in a base map of the Site. The wetland resource area flags will be located by GPS to be included in the base mapping of the Site. The GZA wetland scientists will also complete the required wetland resource area documentation suitable for inclusion in future local, state, and federal permit applications. Subtask 4.3 – Stream Channel and Riparian Corridor Habitat Characteristics Stream Channel Habitat Characteristics will be field evaluated by GZA ecologists based on methodologies adapted from the U.S. Environmental Protection Agency’s (EPA’s) Rapid Bioassessment Protocols for use in Streams and Wade- able Rivers, Second Edition (EPA-241-B-99-002). An overall score for definable reaches of Nashawannuck Brook will be derived from ten (10) independent parameters to characterize the overall habitat and biological diversity of the existing stream channel. Parameters to be evaluated include: bottom substrate/available cover embeddedness November 7, 2019 GZA Proposal No. 15.P000142.20 Nashawannuck Brook Restoration Page | 6 Proactive by Design flow rate velocity and depth combinations channel alteration bottom scour and deposition frequency of riffles or bends bank stability bank vegetative stability streamside cover The above parameters will be assigned a value based on the characteristics present within each segment of the stream. These values will then be averaged to obtain an overall rating of the stream channel habitat for each reach of Nasha- wannuck Brook at the Site. In addition to evaluating the stream channel itself for habitat characteristics, the overall riparian corridor of each segment will also be evaluated for wildlife habitat suitability for a variety of species. Several factors within the riparian corridor will be evaluated and quantified in development of an overall assessment of the corridor’s wildlife suitability rating. Corridor width and condition will be primary factors in determining this rating. In addition, factors such as sinuosity, percentage of wetlands, quality of wetlands, bank substrate, vegetative cover types, and habitat character- istics/features present will be combined with actual wildlife observations to determine the habitat suitability for several types of wildlife (e.g., amphibians, snakes, turtles, mammals, songbirds, waterfowl, and invertebrates). The habitat suitability for each of these categories will be given the rating of Excellent, Good, Fair or Poor. An overall wildlife habitat value of High, Moderate or Low will be developed and assigned to each stream segment which will combine information from both the Stream Channel Habitat Value and the overall Riparian Corridor Habitat Assessment. Subtask 4.4 – Upland Habitat Characteristics GZA biologists will conduct habitat assessments of the upland portions of the Site in accordance with the guidelines and requirements of the Natural Heritage and Endangered Species Program. The entire Site will be divided into land- use/land-cover types based upon dominant vegetation and existing conditions. Potential vernal pools observed in the field that do not appear on the MassGIS Potential Vernal Pools coverage will be described and included in the map- pings. Each portion of the Site and immediately-adjacent land will be classified based upon its ability to provide habitat functions for relevant species (e.g., feeding, breeding, nesting, etc.). Descriptions of important site features and ex- isting disturbed areas will be provided, as well as a discussion of the quality of the habitat including calculations of acreages. Representative photographs will be obtained for all habitat types and key habitat features. Task 5.0 – Identification of Project Opportunities and Challenges Through careful examination and consideration of the information gathered in Task 4, GZA will engage in focused discus- sions with the City and the City’s partners to identify Project opportunities and challenges to fulfil the City’s open space November 7, 2019 GZA Proposal No. 15.P000142.20 Nashawannuck Brook Restoration Page | 7 Proactive by Designand recreation plans and to maximize the resiliency benefits to be gained by the City through the Project’s implementa- tion. GZA will lead the discussions and provide suitable handouts and materials to support the dialogue. Task 6.0 – Development of Vision, Goals, Objectives, and Strategies Building on the Task 5 discussions, GZA will assist the City and its Project partners in identifying a succinct vision statement for the Project, and document short- and long-term goals and objectives for the Project. We will work with the City to identify key strategies for Project implementation in a logical sequence so that activities in one area do not adversely affect the other habitat areas. Measures and strategies that will strengthen resilience of ecosystems and protect the communities from climate-related hazards will be identified. Task 7.0 – Identification of Investment Requirements Implementation of many Project elements will require additional study and evaluation, and potentially design and per- mitting, especially as may be related to dam removal. Building on the results of Tasks 5 and 6 and in conjunction with the City and its Project partners, GZA will formulate estimates of costs for the City to complete the full Project’s implementa- tion. We will identify potential sources of funding to offset the costs of implementation and provide a generalized schedule of costs related to each identified objective and strategy. Task 8.0 – Nashawannuck Brook Assessment and Master Plan of Resiliency Improvements Following completion of all other tasks, GZA will prepare the written Nashawannuck Brook Assessment and Master Plan of Resiliency Improvements, including all figures and graphics. The document will include a graphical poster version of the Master Plan, detailing all Project goals and objectives and phases of implementation. GZA will submit a draft Master Plan in PDF format to the City and Project partners for a single round of edits. GZA will revise the draft Master Plan to address received comments and re-submit the final Master Plan in PDF format and will provide three (3) hard copies of the final plan. SCHEDULE GZA proposes to begin the work following the receipt of a Notice to Proceed (NTP) from the City. Assuming a NTP by January 15, 2020, and favorable weather conditions in the late winter – early spring of 2020, GZA will produce the draft Master Plan no later than June 1, 2020, and the final Master Plan within two weeks of receipt of comments on the draft. BASIS OF BILLINGS Billings for GZA's professional services shall be on a lump sum, not-to-exceed basis, for the total amount of $22,500. CONDITIONS OF ENGAGEMENT Conditions of engagement are described in our Terms and Conditions Document as previously negotiated and agreed upon by the GZA and the City (08/08 Edition/05-9010, revised January 11, 2017). This proposal is valid until February 1, 2020. ACCEPTANCE GZA is prepared to begin work upon receipt of formal Notice to Proceed from the City of Northampton. This Proposal for November 7, 2019 GZA Proposal No. 15.P000142.20 Nashawannuck Brook Restoration Page | 8 Proactive by DesignServices and Terms and Conditions shall constitute the entire agreement between the parties. Please contact us if you have any questions or comments concerning the contents of the proposal or the project in general. Thank you for the opportunity to submit this proposal, and we look for to continuing our professional working relationship with the City of Northampton. Sincerely, GZA GEOENVIRONMENTAL, INC. Thomas Jenkins, P.E. Guy P. Dalton, LSP Principal-in-Charge Consultant / Reviewer Attachments: Terms and Conditions (08/08 Edition/05-9010, revised January 11, 2017) TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES Including Site Investigation, Remediation, Geotechnical, Construction, And Testing © 2019 by GZA GeoEnvironmental, Inc. Client (“You”): City of Northampton Proposal No: 15.P000142.20 Nashawannuck Brook Assessment and Master Plan of Resiliency Improvements, Northampton, Massachusetts These Terms and Conditions, together with GZA's Proposal, make up the Agreement between GZA and you, Client, named above. BEFORE SIGNING THE PROPOSAL, BE SURE YOU READ AND UNDERSTAND THE PARAGRAPHS ENTITLED "INDEMNIFICATION” AND "LIMITATION OF REMEDIES" 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. 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. 2. Standard of Care; Warranties. a. GZA will perform the services with the degree of skill and care ordinarily exercised by qualified professionals performing th e same type of services at the same time under similar conditions in the same or similar locality. b. GZA warrants that its construction services will be of good quality, free of faults and defects and in conformance with the Proposal. c. EXCEPT AS SET FORTH IN SUBSECTIONS 2a AND 2b, ABOVE, 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 ORAL OR WRITTEN REPORTS. d. 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. 3. 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. Overdue payments will bear i nterest at 11/2 percent per month or, if lower, the maximum lawful rate. GZA may terminate its 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. 4. Your Responsibilities. a. Except as otherwise agreed, you will secure the approvals, permits, licenses and consents necessary for performance of the services. 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 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. Unless otherwise indicated in writing, GZA will be entitled to rely on documents and information you provide. b. If you use the services of a construction manager at the Site, you agree to use best and reasonable efforts to include in you r agreement(s) with the construction contractor provisions obligating the latter: (i) to indemnify and hold harmless, to the fullest extent permitted by law, you and GZA, its officers, employees and principals, 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, or any of its subcontractors or any engineer engaged by it; (ii) to name you and GZA as additional insureds under general liability and builder's risk insurance coverages maintained by the contractor, or any of its subcontractors; and (08/08-Edition/05-9010) Revised January 11, 2017 (iii) to require that all of its 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 construction contractor, you shall promptly notify GZA and GZA shall have the opportunity to negotiate with you reasonable substitute risk allocation and insurance indemnities and protections. 5. 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 GZA for any claims by the Site owner related to alleged trespass by GZA or its subcontractors. GZA will exercise reasonable care to limit damage to landscaping, paving, systems and structures at the Site that may occur and you agree to compensate GZA for any restoration it is asked to perform, unless otherwise indicated in the Proposal. 6. Underground Facilities. GZA's only responsibility under this Section 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: (i) that are not correctly shown on any plans and information you or governmental authorities provide to GZA; or (ii) that are not correctly marked by the appropriate utility. 7. 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 A RE PREPARED FOR AND MADE AVAILABLE FOR YOUR SOLE USE. YOU ACKNOWLEDGE AND AGREE THAT USE OF OR RELIANC E 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. 8. 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 writ ing 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. 9. 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, 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. 10. Hazardous Materials; GZA “Not a Generator”. Before any hazardous or contaminated materials are removed from the Site, you will sign manifests naming you as the generator of the waste (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 waste is taken. GZA will not be the generator or owner of, nor will it posses s, take title to, or assume legal liability for any hazardous or contaminated materials 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 hazardous or contaminated materials at or removed from the Site, other than any laboratory samples it collects or tests. You agree to defend, indemnify and hold GZA 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 hazardous waste. 11. 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 pr ecautions 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. 12. Changed Cond itions. a. You recognize the uncertainties related to environmental and geotechnical services, which often require a phased or exploratory approach, with the need for additional services becoming apparent during the initial services. You also recognize that actual conditions encountered Terms and Conditions Page | 2 of 4 (08/08-Edition/05-9010) Revised January 11, 2017 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 its 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, a nd you will compensate GZA for any resulting increase in its costs. 13. 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. 14. Electronic Media. In accepting and utilizing any drawings, reports and data on any form of electronic media generated by GZA, you covenant and agree 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 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. 15. 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 its services; (b) to comply with professional standards to protect public health, safety and the environment; and (c) to comply with laws and court orders. 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. 16. Insurance. During performance of the services, GZA will maintain worker’s compensation, commercial general liability, automobile liability, and professional liability/contractor's pollution liability insurance in the amount of $1 million per occurrence (or claim when applicable) and in the aggregate. GZA will furnish you certificates of such insurance on request. 17. Indemnification. You agree to hold harmless, indemnify, and defend GZA and its affiliates and subcontractors and their employees, officers, directors, and agents (collectively referred to in this paragraph as "GZA") 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 to the extent that they are caused by the City’s negligence or willful misconduct. GZA agrees to indemnify You and Your affiliates, employees, officers, directors and agents against all claims, suits, fines, and penalties, including reasonable attorneys' fees, which claims, suits, fines, penalties, or costs that arise out of or are related to this Agreement or the services to the extent they are caused by GZA’s negligence or willful misconduct 18. Limitation of Remedies. a. You will look solely to GZA for your remedy for any claim arising out of or relating to this Agreement, including any claim a rising out of or relating to alleged negligence or errors or omissions of any GZA principal, officer, employee, or agent. 19. Disputes. a. Disputes between you and GZA shall be subject to non-binding mediation, if mutually agreeable. 20. Miscellaneous. a. Massachusetts law shall govern this Agreement. 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 cause. c. Any amendment to these Terms and Conditions must be in writing and signed by both parties. Terms and Conditions Page | 3 of 4 (08/08-Edition/05-9010) Revised January 11, 2017 d. Having received these Terms and Conditions, your oral authorization to commence services, your actions, or your use of the Re port or Work Product constitutes your acceptance of them. e. This Agreement supersedes any contract terms, purchase orders or other documents issued by you. 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 or reimbursement 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. The provisions of this Agreement are severable; if any provision is unenforceable it shall be appropriately limited and given effect to the extent it is enforceable. 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. Terms and Conditions Page | 4 of 4 (08/08-Edition/05-9010) Revised January 11, 2017