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EDB Ardurra Amendment 3 Peters Creek WRF Project
EXECUTIVE SUMMARY AGENDA ITEM: Proposed Amendment 3 to RFQ 2020/2021-A 14 Ardurra Group,Inc.(Ardurra)Professional Services for the Peters Creek Water Reclamation Facility Expansion Project(Peters Creek WRF Project). CCUA Project No.: 2211-0042 CCUA Financial Job No.: 22003SP Date: March 3,2023 BACKGROUND: The Clay County Utility Authority (CCUA) engaged Ardurra to provide professional engineering services for design, bid, and construction administrative services for the Peters Creek WRF project. This work was originally awarded by CCUA to Ardurra through a competitive RFQ process. Ardurra with the guidance and support of staff developed three (3) project component packages. The project component packages are itemized below. • Peters Creek WRF & Pipelines • Site Civil work at the Governor's Park site a m • Governor's Park Lift Station and Reclaimed Water Storage and Pump Station. z Ardurra prepared an Engineer's Opinion of Probable Construction Costs (EOPCC) during agreed upon phases of the project design. Ardurra used industry methodologies and market pricing that was current at the time the EOPCC's were completed. The bid to construct the Peters Creek WRF and pipelines component came in significantly over the final EOPCC.The work Ardurra and staff completed after the project bid was received demonstrates the impact of current inflationary market forces across the State of Florida is having on the water and wastewater utility industry. Staff briefed the Board of Supervisors on January 3, 2023, regarding questions and concerns related to the EOPCC and the difference in the bid received. Because of this difference as well as there being a single bidder, staff requested the Board of Supervisors defer action on the bid. Staff also requested authorization to speak with the single bidder to understand the basis for the bid and discuss the potential for voluntary reductions To be responsive to advance this project, staff and the Ardurra team initiated an approximately seven(7) week fast track alternatives evaluation.In parallel with the alternative's evaluation, staff and the Ardurra team-initiated discussions with the single bidder, Wharton-Smith, Inc., regarding potential voluntary reductions for this critical new service infrastructure. The work of staff and the Ardurra team culminated in a proposed voluntary reduction of$13.8 million relative to the initial bid from Wharton-Smith, Inc. Staff updated the Board of Supervisors on the outcome of those evaluations at the February 21, 2023, Board meeting. Staff stated we would return to the Board of Supervisors with a recommendation to move forward with the single bidder including agreed upon voluntary reductions. Staff and the Ardurra team worked with the Contractor to finalize contract documents for the Peters Creek WRF Expansion and Pipeline Project. The final negotiated voluntary cost reduction for this project totals $12,954,232. The Ardurra team requests an Amendment to their Professional Services Agreement for this project to recover costs for the alternative evaluation and negotiation work, as well as additional services for this project not in the original basis of design. Staff agrees with the Ardurra team that the additional services could not have reasonably been anticipated at the time of the initial Agreement and are in response to changing market conditions resulting in high bid from a single bidder. A summary of the change order components is shown in the Cost Summary Table below: Description _Asks Total Cost 'roject Management 1 $31,875.20 Voluntary Reduction Alternatives and Negotiations 6.1, 6.2 $62,888.00 Voluntary Reduction Conformed Drawings and Permit Modifications 6.3, 6.4 $162,500.80 Ecological Services Including Gopher Tortoise Mitigation 2 $310,199.00 Other Design and Support Subconsultants 3,4, 5, 6, 7 $122,550.00 Total $690,013.00 Total Less Gopher Tortoise Tasks $379,814.00 Staff notes approximately 45% of the total cost of this Amendment relates to the Gopher Tortoise mitigation. Staff and the Ardurra team originally included this work as a$400,000 allowance in the bid documents. Staff requests this work be moved to the Ardurra team's scope for the purpose of expediency. The revised Contractor bid for this project will not carry the $400,000 allowance for these services. The total less gopher tortoise tasks as shown in the Table above is $379,814.00, and includes necessary permitting,surveying,and redesign work to achieve the identified voluntary reductions. This work includes conforming approximately 98 detailed design drawings. The original scope of work for planning,design,and services during construction was$3,564,608.00.The additional$379,814.00 is approximately 10.4% of original fee for the Professional Engineering Design, Bidding, and Construction Administration Services originally scoped in the basis for design. Staff considers the requested additional fee to be competitive and reasonable for services received. BUDGET: Staff continues to work through the Capital Improvement Program (CIP) contingencies and project delays to accommodate the Peters Creek and Governor's Park Projects. Staff identified$20,609,249.82 in CIP contingency and $75,249,273.06 in potential projects in the current and next fiscal year that could be delayed to accommodate construction of these projects. Staff itemized the intended project budgets and contracts below. Staff will present an updated CIP at an upcoming Board of Supervisors meeting. Capital Improvement Program (CIP) Budgets: Peters Creek WRF Phase II: $ 43,819,540.00 Peters Creek WRF Land Acquisition: $ 3,000,000.00 Project Transfers from Delayed Projects: $ 41,524,718.08 Total CIP Project Budget: $ 88,344,258.08 Current and Proposed Contracts: Original Design and Bidding Services with Ardurra: $ 3,564,608.00 Previous Change Orders for Interim Modifications: $ 76,960.80 Design and Bidding Amendment#3 with Ardurra: $ 690,013.00 Peters Creek Pre-purchase of Equipment: $ 15,492,603.20 Peters Creek WRF Expansion with Wharton Smith: $ 55,088,600.00 Governor's Park Site Civil with PSCC: $ 1,905,000.00 Governor's Park LS and RWPS with Sawcross, Inc.: $ 7,683,000.00 Governor's Park Pre-Purchase Equipment: $ 609,643.08 Sub-Total Design and Construction Services Contracts: $ 85,110,428.08 Total Construction Contingency: $ 3,233,830.00 Total Design and Construction Services Contracts: MINIR5144,258.08 RECOMMENDATION: Staff respectfully requests the Board of Supervisors approve Amendment 3 to RFQ 2020/2021-A14 Ardurra Group, Inc. (Ardurra) Professional Services for the Peters Creek Water Reclamation Facility Expansion and Effluent Management Project(Peters Creek WRF Project). ATTACHMENTS: Amendment No. 3 to RFQ 2020/2021-A14 Scope of Services,Amendment No. 3 to RFQ 2020/2021-A14 //PS (Author) //DR,AA(Review) //PS (Final) Amendment No. 3 to RFQ 2020/2021-A14 Ardurra Group,Inc to provide Professional Engineering Services for the Peters Creek Water Reclamation Facility Expansion and Effluent Management Project (Peters Creek WRF Project). CCUA Project No. 2211-0042 Engineer: David Rasmussen, P.E. Owner: Clay County Paul Steinbrecher, P.E. The Ardurra Group, Inc. Utility Authority Chief Engineer 100 Center Creek Road, S-108 St. Augustine, Florida 32084 Date: March 07, 2023 Item: Description of Services: Provide professional engineering services as requested and identified in the attached scope of services and fee proposal. Task 1 Additional Project Management $31,875.20 Task 2 SWCA Environmental Consultants (Ecological Services) $310,199.00 Task 3 SWCA Environmental Consultants (Archeological Services) $16,750.00 Task 4 DRMP (Additional Survey Services) $52,000.00 Task 5 Matthews Design Group (Landscape Architecture Services) $9,300.00 Task 6 W.D Lassetter (Electrical & Instrumentation & Control $13,500.00 Design) Task 6.1-6.4 Additional Bid Phase Services $225,388.80 Task 7 Joseph Lawrence Industrial Engineers, LLC (HVAC Design) $31,000.00 Total Lump Sum Price Not to Exceed Without Prior Authorization $690,013.00 The Contract time shall commence on March 07, 2023. This document, along with the Scope and Fee Proposal, shall become an amendment to the Professional Engineering Services Agreement and all provisions of the Agreement will apply hereto. Accepted by: Date: Engineer: David Rasmussen, P.E. The Ardurra Group, Inc. Accepted by: Date: Owner: Jeremy D. Johnston, P.E., MBA, Executive Director Clay County Utility Authority THE ARDURRA GROUP,INC. 100 CENTER CREEK ROAD,S-108 ST.AUGUSTINE,FL 32084 A R D U R R/` PH:904-593-5607 W W W.ARDURRA.COM Amendment No. 3 to RFQ 2020/2021-A14 March 1, 2023 Scope of Services for Professional Engineering Services for the Peters Creek Water Reclamation Facility Expansion and Effluent Management Project Purpose: The purpose of this Amendment is to authorize and direct Ardurra Group,Inc. (CONSULTANT) to perform additional design and bidding services for the Peters Creek Water Reclamation Facility (PC WRF) Expansion and Effluent Management project. The additional services could not have reasonably been anticipated at the time of the initial Agreement and are in response to changed market conditions. Much of the cost (45%) associated with this Amendment is related to the Gopher Tortoise mitigation that was originally in the Contractors bid. The Contractors bid will not carry a$400,000 allowance to cover these services. A summary of these services include: • Ecological services-Wetland delineation on adjacent Reinhold property to accommodate effluent management for future phases, and gopher tortoise mitigation on the existing CCUA Peters Creek site in advance of construction. • Survey services -There are two components to the additional survey services. First is to delineate the land that will be needed in future phases for effluent management so that CCUA can negotiate with the current landowner. This land is not needed for Phase 1 (1.5 mgd). The second component is to develop the legal descriptions for the easements that will be obtained inside the County's future right-of-way. • Archeological services-Upon review of the permit application submitted to the Florida Department of Environmental Protection Division of Water Resource Management,it was determined that an archeological study would be needed per the Seminole Tribe of Florida Tribal Historic Preservation Office. An archaeological study is required for the Peters Creek WRF site, and a determination will be made on the pipeline route. This Amendment includes archaeological services for the WRF and pipeline. • Landscape Architecture services -Clay County Building Department Development Review Committee comments received required a landscaping plan for the Governor's Park site,that is included by a specialized subcontractor in this amendment. • Bid Phase services-The bid received on December 21,2022,was substantially over the project budget. This initiated a series of engineering evaluations regarding alternatives, and Voluntary Reduction negotiations with the contractor that resulted in a total project cost reduction of$13.8 million relative to the bid. 1 Additional Scope of Services: AMENDMENT NO.1 TO RFQ 2020/2021-A14 CONSULTANT will perform necessary tasks to complete the additional services as described herein. The work associated with these additional services is separated into the following tasks: • Task 1 -Additional Project Management • Task 2-Additional Ecological Services • Task 3-Archeological Services • Task 4-Additional Survey Services • Task 5 -Landscaping Services • Task 6-Additional Bid Phase Services Task 1 Additional Project Management CONSULTANT shall provide project management services for the duration of the work described herein. The work under this task includes: Task 1.1-Additional Project Management CONSULTANT will manage and monitor the progress of subconsultants. CONSULTANT will perform miscellaneous project management and coordination duties scope and fee development, tracking budget, maintaining the project schedule, preparing monthly invoices and monthly status reports. This task includes quality control of the deliverables within this scope of services. CONSULTANT's project manager shall attend four (4) post bid meetings to develop the conceptual level details associated with the voluntary reduction process with the Owner and the Contractor. Task 2 - Additional Ecological Services CONSULTANT shall perform additional ecological services work. A portion of this work is to delineate wetlands on a portion of property currently owned by the Reinhold corporation that CCUA intends to negotiate purchase of for future effluent management. A second,larger portion of this work is necessary to determine gopher tortoise populations within the existing plant property boundary and implementing necessary mitigation procedures ahead of construction. Most of the cost associated with the additional work is mitigation of the gopher tortoises. Gopher tortoise removal will be conducted on a not to exceed amount of$265,000 and will be billed by the sub-consultant based on the actual number of gopher tortoises relocated. In the interest of time, this service was moved from the Contractors bid to the CONSULTANTS contract. The additional property boundary to be acquired and the area for gopher tortoise ecological services is shown in Attachment B. Additional Ecological Services to be performed is as follows: 1. Preliminary Listed Species Assessment - Conduct pedestrian transects within the limits shown in Attachment A to identify the conspicuous occurrence or potential occurrence of wildlife species considered to be endangered,threatened,or species of special concern as listed by the Florida Fish and Wildlife Conservation Commission (FWC) and/or the U.S. Fish and Wildlife Service (USFWS). Web-based data searches will be performed on FWC 2 AMENDMENT NO.1 TO RFQ 2020/2021-A14 wildlife observation records, Bald Eagle nesting site locations and Florida Breeding Bird Atlas. The approximate location of listed species observed in the field and/or detected in the desktop searches will be noted on an aerial photograph depicting the site. Onsite habitat types will be characterized and mapped in accordance with the Florida Land Use Cover and Forms Classification System. The methods and results of the field effort will be summarized in a letter report format. Population estimates, species-specific surveys, incidental take or other wildlife conservation permitting are specifically excluded from this task. 2. Gopher Tortoise Burrow Survey and Population Estimate - Within the limits shown on Attachment A, environmental scientists will conduct a series of linear, pedestrian transects to achieve 100% survey coverage of upland habitat in accordance with Florida Fish and Wildlife Conservation Commission (FWC) Gopher Tortoise Survey Guidelines. The purpose of this field effort will be to identify gopher tortoise burrows within the proposed pipeline construction areas and within 25-feet of the project limits. To determine an accurate estimate of the gopher tortoise population,gopher tortoise burrows encountered during the survey will be classified as active, inactive, or abandoned pursuant to standard FWC criteria and will be tabulated and horizontally located using a handheld Global Positioning System device. This field effort may be used as the basis for future gopher tortoise permit coordination with the FWC. Gopher tortoise burrow surveys are only valid for 90-days and an additional survey will be required at least 90- days prior to construction. The gopher tortoise mitigation for the plant site will commence at this Amendments notice to proceed date. The gopher tortoise mitigation for the pipeline route will be initiated at the Contractors request to remain relevant within 90- day construction windows and performed by the CONSULTANT. Deliverables will include letter reports detailing the results of the field efforts and maps denoting the location of potentially occupied gopher tortoise burrows. The results of these investigations will be used to prepare the necessary permit applications to be submitted to the FWC,if required. 3. Update Gopher Tortoise Survey and Perform Relocation - - Upon issuance of a Florida Fish and Wildlife Conservation Commission (FWC) gopher tortoise permit, Sub- consultant will provide an FWC authorized gopher tortoise agent,a qualified assistant as listed on the agent permit and a field technician (if necessary) for each day of excavation. Sub-consultant personnel will be responsible for all handling and marking of gopher tortoises as well as relocating associated commensal species captured from the burrows. Sub-consultant will relocate the captured animals outside of the work area as required by FWC. Sub-consultant will be responsible for final reporting to FWC when complete. The Subconsultants proposal is included in Attachment B. 3 AMENDMENT NO.1 TO RFQ 2020/2021-A14 Task 3 - Archeological Services CONSULTANT shall conduct a cultural resource background review of the Peters Creek WRF and Pipeline route area. The goal will be to gather all available information regarding previously conducted cultural resources surveys; previously documented cultural resources including archeological sites, cemeteries, and above-ground historical resources; identify the potential for these resources to affect the current development and determine management recommendations to satisfy all applicable Federal or State cultural resource laws. The Subconsultants proposal is included in Attachment C. Task 4 - Additional Survey Services Additional Survey Services to be performed are as follows: 1. Boundary Survey of property to be acquired from Reinhold for future effluent management expansion. This site is west of and adjacent to the existing Peters Creek WRF. New Legal descriptions will be created for this site to facilitate land acquisition negotiation. 2. Develop the legal descriptions for the pipeline easements that will be obtained inside the County's future right-of-way. The Subconsultants proposal is included in Attachment D. Task 5 - Landscape Architecture Services The Clay County Development Review Committee meeting was held on December 1, 2022, application number DRC 2022000092 for the Governor's Park Wastewater Lift Station Reclaimed Water Pump Station Project. The DRC requires a landscape plan be provided by a licensed landscape architect that meets the requirements of Article VI for tree protection,vehicle use area and perimeter buffer standards. The Subconsultants proposal is included in Attachment E. CONSULTANT will work closely with the subconsultant to harmonize recommendations with existing site plans. Task 6 - Additional Bid Phase Services Task 6.1 — Voluntary Reduction Review Meetings CONSULTANT shall attend three (3) bid review meetings with the OWNER and Contractor to evaluate the bid and determine Voluntary Reduction (VR) items. The CONSULTANT shall provide necessary sketches and relevant material to the Contractor to assist in the voluntary reduction process. This work includes two (2) subconsultants to provide electrical, instrumentation and HVAC services. The electrical and instrumentation and control subconsultant proposal is included in Attachment F. The HVAC subconsultants proposal is included in Attachment G. Task 6.2—Voluntary Reduction Process Alternatives Analysis CONSULTANT shall develop up to nine process design (9) alternatives to determine additional voluntary reduction of the bid. The process design alternatives will be evaluated based on capital cost. One (1) alternative shall be selected based highest available voluntary reduction to the bid. 4 AMENDMENT NO.1 TO RFQ 2020/2021-A14 The CONSULTANT shall further develop the selected alternative by providing sketches, conceptual design parameters,and other necessary materials to the Contractor to provide further voluntary reduction. The electrical and instrumentation and control subconsultant proposal is included in Attachment F.The HVAC subconsultants proposal is included in Attachment G. Task 6.3—FDEP Permit Modifications CONSULTANT shall conduct one (1) coordination meeting with the FDEP to determine the modifications required to complete the permitting process based on the VR design changes. CONSULTANT shall modify the FDEP permit to incorporate changes from the VR design changes including all related documents to complete the permitting process. Task 6.4— Voluntary Reduction Conformed Drawing Development CONSULTANT shall update the bid documents to reflect the changes made during the voluntary reduction process. A total of 98 sheets are anticipated to be revised based on the VR design changes. The CONSULTANT shall provide modified drawings to the Owner for review. The electrical and instrumentation and control subconsultant proposal is included in Attachment F. The HVAC subconsultants proposal is included in Attachment G. The modified drawings will include those areas that were revised per the voluntary reduction process. These areas include: • Civil Site Plan and Yard Piping • Operations/Maintenance/Electrical Building • Odor Control System • Chemical Storage and Feed Area • Wet Weather Ponds Compensation Provisions: As compensation for providing the services described within Amendment#1, CCUA shall pay CONSULTANT a not to exceed amount of$690,013.00 shall not be exceeded without a revision to this Agreement. A breakdown of the proposed fee is provided as Attachment A. Period of Service: No change to the overall project schedule. Authorized Representatives: The Authorized Representatives designated below are authorized to act with respect to this Task Order. Communications between the parties shall be through the Authorized Representatives. 5 AMENDMENT NO.1 TO RFQ 2020/2021-A14 For the CLIENT For the CONSULTANT Name: Paul Steinbrecher,PE Name: David Rasmussen,PE Chief Engineer Client Service Manager Address:3176 Old Jennings Road Address: 100 Center Creek Road Middleburg,FL 32068 Suite 108 St. Augustine,FL 32084 Telephone: 904-272-5999 Telephone: 904-593-5607 to 6 ATTACHMENT A: FEE ESTIMATE to Attachment A Clay County Utility Authority Amendment#3 to RFQ 2020/2021-A14 Fee Estimate Senior Project Sr.Professional Professional Engineering Senior CADD Field Administrative Total Hours Total Cost Task Reviewer Manager Engineer Engineer Intern I Designer Technician Rates $249.20 $196.00 $187.60 $140.00 $92.40 $98.00 $70.00 $64.40 - - Task 1-Additional Project Management - - Task 1.1-Additional Project Management 0 160 0 0 0 0 0 8 168 $ 31,875.20 Subtotal Task 1 0 160 0 0 0 0 0 8 168 $ 31,875.20 %Labor per Category 0% 95% 0% 0% 0% 0% 0% 5% 100% Task 6-Additional Bid Phase Services - - Task 6.1-Voluntary Reduction Review Meetings 0 16 40 0 60 0 0 0 116 $ 16,184.00 Task 6.2-Voluntary Reduction Process Alternatives Analysis 160 16 0 0 40 0 0 0 216 $ 46,704.00 Task 6.3-FDEP Permit Modifications 2 8 16 0 16 0 0 2 44 $ 6,675.20 Task 6.4-Voluntary Reduction Conformed Drawing Development 12 40 120 240 320 600 0 8 1340 $ 155,825.60 Subtotal Task 6 174 80 176 240 436 600 0 10 1716 $ 225,388.80 %Labor per Category 10% 5% 10% 14% 25% 35% 0% 1% 100% Subconsultant Task 2-SWCA Environmental Consultants(Additional Ecological Services) $ 310,199.00 Task 3-SWCA Environmental Consultants(Archeological Services) $ 16,750.00 Task 4-DRMP(Additonal Survey Services) $ 52,000.00 Task 5-Matthews Design Group(Landscape Architecture Services) $ 9,300.00 Task 6-W.D Lassetter(Electrical and Instrumentation and Control Design) $ 13,500.00 Task 6-Joseph Lawrence Industrial Engineers,LLC(HVAC Design) $ 31,000.00 LUMP SUM TOTAL $ 690,013.00 ATTACHMENT B: TASK 2: SWCA ENVIROMENTAL CONSULTANTS (ADDITIONAL ECOLOGICAL SERVICES) to 2/68 swcA 2008 Riverside Avenue,Suite 100 Jacksonville,Florida 32204 Tel 904.384.7020 www.swca.com ENVIRONMENTAL CONSULTANTS /36 Sound Science.Creative Solutions February 24, 2023 David Rasmussen Ardurra 100 Center Creek Road, Suite 108 St.Augustine, FL 32084 Re:71361 Ardurra Peters Creek WWTF Dear Mr. Rasmussen, SWCA Environmental Consultants (SWCA) appreciates the opportunity to provide you with the additional scope of work and cost estimate for environmental services for the property in Clay County, at an existing wastewater treatment facility known as Peter's Creek WWTF owned by Clay County Utility Authority. (CCUA). Located at 3616 Rosemary Hill, Green Cove Springs 32043; parcel #01-06-25-010337-001-00; approx 84.43 ac. to The potential total for all phases and tasks could be $310,199.00. This total is dependent on the phases and tasks that will be completed by SWCA Environmental. Thank you for providing us with the opportunity to work with you. Please contact me at 904.384.7020 if you have any questions regarding this proposal. Sincerely, (to� 4fn,�e��h�r.r✓ JoLynne Cordova Senior Administrative Specialist SWCA 71361 Ardurra Peters Creek WWTF SCOPE OF WORK Phase 09 Additional Wetland Delineation SWCA shall mark the extent of jurisdictional wetlands regulated by State and Federal agencies. The limits of wetlands will be marked with consecutively numbered pink and blue flagging tape or pink pin flags. Flags will be located with a hand-held GPS data logger. The GPS points will be imported into Global Information Systems (GIS) to prepare a wetland boundary map. Deliverables would be provided electronically in PDF format and would include a site map with property boundary, wetland boundary, and a one-page wetland assessment form for the site outlining anticipated permitting requirements for the property. Client would need to hire a professional land surveyor to collect the wetland flagging in the field for use in future engineering design once the wetland boundary is concurred upon by the regulatory agencies. This report will also include investigation for the presence/absence of listed species of flora and fauna and the regulatory agencies that govern them. Cost to complete Phase 09:$2,379.00-completed Phase 10 Additional 15% Gopher Tortoise Survey SWCA will conduct a 15% site survey of the subject area to determine basic potential population density of the subject area. SWCA will survey and locate gopher tortoise burrows according to Florida Fish and Wildlife Conservation Commission (FWC) guidelines. The number and location of gopher tortoise burrows will be located by GPS and to a map will be sent to the Client. Gopher tortoise burrows will be identified in the field with pink flagging tape or pink pin flags. The results of this survey are valid for 90 days from the date of the survey. Cost to complete Phase 10: $3,161.00-completed Phase 13 TASK 01 GT Excavation —Approximately 7 days - Upon issuance of a Florida Fish and Wildlife Conservation Commission (FWC) gopher tortoise permit, SWCA will provide an FWC authorized gopher tortoise agent, a qualified assistant as listed on the agent permit and a field technician (if necessary) for each day of excavation. SWCA personnel will be responsible for all handling and marking of gopher tortoises as well as relocating associated commensal species captured from the burrows. SWCA will relocate the captured animals outside of the work area as required by FWC. SWCA will be responsible for final reporting to FWC when complete. Cost is on per day basis. This does not include the cost of a backhoe operator or excavation equipment. Cost to complete Phase 13 Task 01:$14,700.00 Phase 13 TASK 02 (if Needed) Backhoe Services—Approximately 7 days - Outside Services include: Approved backhoe operator with properly adjusted backhoe bucket (protective plate installed over bucket teeth). If you have a backhoe and backhoe operator this item can be eliminated. Cost to complete Phase 13 Task 02 starts at:$13,440.00, IF NEEDED Page 11 SWCA 71361 Ardurra Peters Creek WWTF Phase 13 TASK 03 (if needed) Biological Monitor—Approximately 3 days - May be necessary depending on recipient site's requirements: A qualified biologist who is also an FWC Authorized GT Agent to perform marking, biological data reporting, and/or transportation of captured tortoises as required by the recipient site. PRICE MAY CHANGE DEPENDING ON RECEIPIENT SITE Cost to complete Phase 13 Task 03 starts at:$1,500.00 To be paid by directly by the client— FWC Permit Fee - Outside Services include: FWC Permit Fee (paid directly to FWC)—*Cost varies with permit type. (*Client pays directly to FWC. Online payment is most expedient but includes an approximate 2% service charge. Checks are accepted but take up to 10 business days to process with FWC which can delay permitting process.) Cost to complete:approximately$12,519.00 Recipient Site Fees - Outside Services include: Recipient site fees (paid directly to recipient site and will be adjusted based on the actual number of tortoises captured, if any.) Cost to complete: $6,000 to $7,500 per tortoise depending on site available. Assuming 35 adult gopher tortoises the recipient site fee could be $262,500 or more to ADDITIONAL ASSUMPTIONS AND CONSIDERATIONS 1. SWCA will provide all documents to the Client as electronic files. 2. SWCA presumed allocation of full and unfettered access to the Subject Property during agreed upon scheduled work. 3. SWCA will schedule field work at the Subject Property according to allowable weather conditions (especially during hurricane season). Delayed work will be executed in the soonest and next available weeks after the delay. SWCA will require change orders to provide services outside the scope address in this proposal. Page 12 swcA 71361 Ardurra Peters Creek WWTF Services Agreement This Services Agreement ("this Agreement") is entered into as the date set forth below by SWCA Incorporated, an AZ corporation dba SWCA Environmental Consultants ("SWCA" or "Consultant"), and the client identified below ("Client"). References to this "Agreement" mean the terms set forth below and the proposal to which this Agreement relates ("the Proposal") as further described below. 1. Services. Pursuant and subject to the terms of this Agreement, SWCA shall provide those services that SWCA agrees in writing to provide under this Agreement as described in the Proposal ("the Services"). Any reports and similar materials that SWCA is to deliver to Client as part of the Services are referred to as "Deliverables". References in this Agreement to the"Services" include any Deliverables related to those Services. SWCA may use subconsultants and other subcontractors as may be reasonably necessary or appropriate to perform the Services. The terms subconsultants and subcontractors are used interchangeably. Client agrees to cooperate with SWCA as reasonably requested or required for the performance of the Services, including promptly providing relevant information, directions and approvals needed to perform the Services. References to the "project" mean the project to which the Services relate. 2.Work Schedule. SWCA will use reasonable efforts to start work by any mutually agreeable proposed start date and will use reasonable efforts to complete the Services by any mutually agreeable proposed completion date. Any proposed start date or completion date is a good faith estimate. SWCA is not responsible for any delays caused by circumstances beyond SWCA's reasonable control. 3.Additional Services.Any services provided by SWCA outside the scope of the Services constitute"Additional Services" and such Additional Services shall constitute Services under this Agreement, unless such Additional Services are subject to a separate agreement.Any Additional Services provided by SWCA with Client's approval constitute"Approved Additional Services". Except as otherwise mutually agreed in writing, SWCA shall be compensated for Approved Additional Services on a time and materials basis at SWCA's then-current hourly rates, with expense reimbursement per SWCA's then-current expense reimbursement terms, and such additional compensation shall not count toward any fixed fee or not-to-exceed to amount. 4. Standard of Service. SWCA shall perform the Services in accordance with the applicable level of care generally observed by similar companies providing the same services under similar circumstances ("Standard of Service"). SWCA agrees to perform in accordance with the Standard of Service but that obligation shall not be construed to imply any warranty or guarantee of any particular results. SWCA's obligations regarding the Services are subject to the terms of this Agreement and conditioned on SWCA's receipt of all amounts due with respect to the Services at issue. In no event will SWCA be responsible for any partially completed Services (e.g., Services which are partially completed due to Client's breach) or have any responsibility for any other circumstances beyond SWCA's reasonable control. SWCA will perform the services for the benefit of Client(and/or for the benefit of governing agencies where required by applicable laws) and no other party is entitled to rely on the Services, including any report, assessment or conclusions arising from the Services, nor may any obligations of SWCA be assigned or otherwise transferred without SWCA's express written consent. 5. Project Information; Confidentiality. Subject to the terms of this Agreement, SWCA is responsible for the accuracy of information prepared by SWCA as part of the Services as necessary for SWCA to conform to the Standard of Service set forth in Section 4 above. SWCA is not responsible for the accuracy of information not prepared by SWCA (e.g., information in materials provided by Client, government records, third-party reports and maps), whether such inaccuracy is due to incompleteness or otherwise, except to the extent SWCA expressly agrees in the Proposal to be responsible for verifying the accuracy of that information. Each party shall use reasonable efforts to maintain the confidentiality of any non-public information owned by or relating to the other party. 6. General Payment and Expense Terms. Except as may be agreed by SWCA in writing, payment to SWCA shall not be withheld by reason of Client not receiving funds from a third-party. Client's rights to use Deliverables are conditioned on Client's payment of all amounts due to SWCA. SWCA may condition delivery of Deliverables on payment for work relating to such Deliverables along with payment of any past due amounts owing to SWCA. Except where a fixed fee is mutually agreed on in writing, any fee quotes are non-binding estimates. Unless otherwise mutually agreed in writing, a not-to-exceed amount means that Client will not incur fees in excess of that amount without Client authorization but is not a guarantee that the Services will be completed for that amount. If SWCA agrees to a fixed fee or a not-to-exceed amount based on information which proves to be inaccurate and, as a result,the assumptions relied on by SWCA for the originally agreed on fee limit are materially affected, the parties shall negotiate diligently and in good faith to determine reasonable adjustments in pricing and related terms.Amounts billable for reimbursable expenses are separate from any estimated or quoted fees. Page 13 swcA 71361 Ardurra Peters Creek WWTF 7. Taxes. Unless otherwise mutually agreed in writing, any sales taxes, gross receipts taxes or similar taxes imposed by governing authorities with respect to the Services provided to Client will be Client's responsibility and, unless paid directly by Client, will be invoiced to Client. 8. Late Payment. In the event Client fails to pay any amounts to SWCA when due, SWCA shall have the right to stop work subject to giving Client written notice of the non-payment and the intention to stop work. In the event Client fails to pay any amounts to SWCA when due and does not cure such failure within three (3) business days from SWCA giving written notice of non-payment, SWCA's remedies shall include the right to: (i) suspend performance of the Services and withhold Deliverables until SWCA receives all overdue amounts and reasonable assurances of future payment; (ii) terminate this Agreement by providing written notice of termination to Client; and/or(iii) exercise other rights and remedies available under this Agreement or applicable laws. Client shall reimburse SWCA for all reasonable attorneys' fees, court costs and other expenses incurred by SWCA (including any amounts payable to a collection agent) in connection with efforts to collect overdue amounts (including efforts to collect such attorneys'fees, court costs and other expenses). Overdue amounts bear interest at the rate of 1.5% per month until paid and are subject to a monthly late-payment service charge equal to the greater of$200 or 1% of the overdue balance. 9. Term of Agreement. Unless terminated earlier per the terms of this Agreement, this Agreement will remain in effect until the Services are completed, at which time this Agreement will automatically terminate. Upon termination, all provisions of this Agreement that expressly or by their nature continue in effect shall survive termination (e.g., payment terms, confidentiality provisions, indemnification provisions, liability/remedies limitations, and general terms). 10. Termination. If a party breaches this Agreement and does not cure such breach within five(5) business days of receipt of a written notice from the other party describing the breach,the other party may terminate this Agreement for cause. Either party may terminate this Agreement without cause by giving 30 days advance written notice of termination.These provisions do not limit available rights in the event of late payment as described in Section 8 above. 11. Payment Upon Termination. If this Agreement terminates under any circumstances, SWCA's payment rights shall to include the following: If the Services are priced on a fixed-fee basis, SWCA shall be entitled to payment of all amounts due and unpaid based on the percentage of work completed prior to the effective time of termination as reasonably estimated and invoiced by SWCA. If the Services are priced on a time and materials basis, SWCA shall be entitled to payment of all amounts due and unpaid based on the number of hours worked prior to the effective time of termination. SWCA shall also be entitled to reimbursement of expenses that are reimbursable under the terms of this Agreement. 12. Governing Law; Interpretation.This Agreement and any claims arising out of, or relating to the subject matter of, this Agreement shall be governed by the laws of the jurisdiction where the project is predominantly located. The terms of this Agreement constitute the written expression of the mutual agreement of the parties and shall be construed neutrally and not for or against either party. 13. Insurance. The parties will maintain reasonable insurance coverage and will provide appropriate information regarding its insurance coverage as may be requested by the other party. 14. Indemnification. Each party shall indemnify the other party against any losses, including reasonable attorneys fees, to the extent incurred as a result of the indemnifying party's breach of this Agreement or as a result of any negligent or otherwise wrongful acts or omissions attributable to the indemnifying party. These indemnification terms are intended to provide indemnification of actual out-of-pocket losses and do not obligate or entitle the indemnifying party to assume the defense of any claims against the other party. A party seeking indemnification under these terms shall be entitled to indemnification only to the extent the party exerted reasonable efforts to defend against the claims and limit the party's losses as a result of those claims. These indemnification rights and obligations do not preclude any indemnification rights and obligations otherwise available under applicable laws. However, in no event shall any indemnification rights and obligations be construed to impair any limitations of liability/remedies provided under this Agreement or otherwise impose any liability that a party is not intended to be responsible for under the terms of this Agreement. 15. Consequential Damages Waiver. Neither party shall be liable for any consequential damages relating to activities arising out of this Agreement. Consequential damages include damages resulting from the special circumstances of a party or that are indirect, remote or speculative, and damages resulting from delays, loss of use, financing charges and similar circumstances. In no event shall SWCA have any liability for any adverse consequences that result from following the directions of Client, relying on information provided by Client, or Client's failure to follow SWCA's recommendations. Page 14 sVIIc:JL\. 71361 Ardurra Peters Creek WWTF 16. Limitation of Liability. To the fullest extent permitted by law, the aggregate liability of SWCA and its agents and representatives for any alleged issues with the Services provided by SWCA (e.g., alleged deficient services, alleged negligence, or other claims related to the Services, regardless of the legal basis for the claim) shall not exceed the fees actually paid by Client to SWCA with respect to the Services at issue. It is acknowledged that these liability limitations are knowingly agreed to and are reasonable in light of the relative risks and benefits of the project. It is also acknowledged that the pricing provided to Client for the Services is based on these liability limitations and that SWCA is willing to negotiate increasing the foregoing monetary limitations in exchange for increased pricing.Any such increase must be mutually agreed on by the parties in writing to be effective. It is further acknowledged that this Agreement establishes a services relationship between SWCA and Client and that in no event shall individual employees have any personal liability for any issues with the Services. 17. Entire Agreement; Amendment. This Agreement, including the Proposal, reflects the entire agreement of the parties with respect to its subject matter. No amendment to this Agreement or any waiver may be enforced against a party unless the amendment or waiver is agreed to in writing by that party.As used in this Agreement, "including"and similar terms mean "including without limitation". 18. Compliance with Law. The parties agree to comply with all applicable laws and shall not have any liability for such compliance. Applicable laws include federal, state and local legal requirements, including permitting requirements, and directions from governmental agencies. 19. Relationship. The relationship of Client and SWCA constitutes an independent contractor relationship and does not constitute a principal-agent or fiduciary relationship or a relationship of partners,joint venturers or otherwise. As a provider of independent environmental consulting services, SWCA shall not be required to provide services inconsistently with requirements to remain in good standing with applicable government agencies and other entities. If this Agreement is not returned to SWCA duly executed on behalf of Client within thirty (30) days from Client's receipt of to this Agreement, SWCA may amend or rescind the Proposal. The parties hereby agree to the foregoing terms, including terms establishing the relative rights, obligations, responsibilities and liabilities of the party, effective as of February 13. 2023 _, 20_. The individual signatories below represent and warrant that they are authorized to bind the party on whose behalf they are signing. 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ATTACHMENT C: TASK 3: SWCA ENVIROMENTAL CONSULTANTS (ARCHAELOGICAL SERVICES) to swc © SERVICES AGREEMENT CHANGE ORDER Jacksonville Office 2008 Riverside Avenue,Suite 100 ENVIRONMENTAL CONSULTANTS Jacksonville,Florida 32204 Tel 904.384.7020 Tax I.D.Number 860483317 Project Name: Ardurra Peters Creek WWTF Project Number: 71361 Client: Ardurra Group, Inc. Date : December 06, 2022 SWCA Project Manager: Brent Handley The purpose of this Change Order is to reflect certain modifications to the contract for services ("Agreement") entered into between SWCA, Incorporated("SWCA")and the client identified above("Client")pursuant to which SWCA agreed to provide certain services to Client. SWCA and Client agree to the following modifications: Changes in Scope of SWCA Services: The following describes any changes in the scope of services to be provided by SWCA: [describe any additional services, reductions in scope or other modifications] Phase 11: Cultural Resource Assessment Survey(CRAS)of the Peter's Creek WWTF Tract. The CRAS was recommended by the Seminole Tribe of Florida as part of the application review process of the Florida Department of Environmental Protection (FDEP). The referenced CRAS will follow state guidelines and will include the following three tasks: Task 1 background research, Task 2 fieldwork, and Task 3 laboratory analysis and reporting. See the attached proposal for more details. Phase 12: Cultural Resource Assessment Survey(CRAS)of the Peter's Creek Pipeline Corridor. This task is in anticipation of complying with Florida Department of Environmental Protection (FDEP) regulations associated with the permit application. The referenced CRAS will follow state guidelines and will include the following three tasks:Task 1 background research, Task 2 fieldwork, and Task 3 laboratory analysis and reporting. See the attached proposal for more details. to Changes in Fees for SWCA Services: The following describes any changes in the amount of fees payable to SWCA: [describe any additional fees, reductions or other modifications; describe whether additional fees are to be billable as provided in original contract or on another basis (e.g., fixed fee or time and materials)] Phase 11: $6,750 Phase 12: $10,000 Changes in SWCA Cost Reimbursement: The following describes any changes in costs reimbursable to SWCA: [describe any changes in the nature or amount of reimbursable costs] Changes in Payment Terms: The following describes any changes in payment terms for fees and costs payable to SWCA: [indicate whether payment terms are same as original contract or whether payment terms are being modified] Other Changes: The following describes any other changes in the terms of the Agreement: [describe any other significant changes such as changes in estimated completion date] Except as modified by this Change Order, the terms of the Agreement shall remain in full force and effect. This Change Order is hereby incorporated into the Agreement. SWCA CAI Client: Ardurra Peters Creek WWTF ENVIRONMENTAL CONSULTANTS SWCA Incorporated,an Arizona corporation By: By: (signature) (signature) Name: Janet Herrick Name: David Rasmussen Title: Office Director Title: Client Service Manager Date: December 05, 2022 Date: to Client Initials 2 /G f _ swcA Ja cksonville Office 2008Riverside Ave,Suite 100 Jacksonville,FL 32204 ENVIRONMENTAL CONSULTANTS Tel.904-384-7020 ?/36 Sound Science.Creative Solutions December 06, 2022 Sent via e-mail: drasmussen@ardurra.com David Rasmussen Ardurra 100 Center Creek Road, Suite 108 St. Augustine, Florida 32084 Re: Cultural Resources Services Associated with the Ardurra Peter's Creek WWTF Tract and Pipeline, Clay County, Florida (P71361) Dear Mr. Rasmussen: Thank you for providing SWCA Environmental Consultants (SWCA)the opportunity to submit this proposal/change order to Ardurra for cultural resources services associated with the Ardurra Peter's Creek WWTF Tract and the Peter's Creek pipeline easement located in Clay County, Florida. to Based on the information provided by SWCA's Matthew Canepa, SWCA understands that the project requires assistance with performing cultural resources services associated with the approximate 84.44-acre Peter's Creek project area and the approximately six linear mile Peter's Creek pipeline easement. The request for the cultural resource survey of Peter's Creek WWTF tract was recommended by the Seminole Tribe of Florida through the Florida Department of Environmental Protection. The survey for the Peter's Creek pipeline easement is currently in anticipation of complying with permit requirements. Preliminary research indicates the WWTF tract has not been previously tested archaeologically in the past nor are there any known cultural resources within the project area. The northern and southern extant of the pipeline easement has been subjected to archaeological testing in the late 2000s, however, the central portion of the corridor has not been previously surveyed. SWCA prides itself on providing environmental consulting services of the highest quality and efficiency. SWCA has provided the attached scope and fixed fee of the Peter's Creek WWTF tract not-to-exceed $6,750 and the Peter's Creek pipeline scope and fixed fee not-to-exceed $10,000. We are prepared to begin work upon receipt of a fully executed change order included in this submittal. Should you have any questions or desire additional information or materials, please contact me at (904) 626-9735 or via e-mail at brent.handley@swca.com. Sincerely, thzof.t:N. 57Vadtill7, Brent M. Handley Cultural Resources Team lead Cc: Janet Herrick, Office Director Todd Butler, Cultural Resources Director, Gulf Coast SWCAArdurra Peter's Creek, Clay County, Florida SCOPE OF SERVICES TASK 1. CULTURAL RESOURCE ASSESSMENT SURVEY (CRAS) OF PETER'S CREEK WWTF TRACT Background research: SWCA will conduct a cultural resources background review of the project area. The goal will be to gather all available information regarding previously conducted cultural resources surveys; previously documented cultural resources including archaeological sites, cemeteries, and above-ground historical resources; identify the potential for these resources to affect the current development and determine management recommendations to satisfy all applicable Federal or State cultural resource laws. Fieldwork: Once the background review is completed, SWCA will conduct a cultural resource assessment survey (CRAS) of the project area. The survey will be of sufficient intensity to determine the nature, extent, and, if possible, significance of any cultural resources located within the investigated project area. The survey will meet all Florida Division of Historical Resources (DHR) minimum archaeological survey standards for such projects with any exceptions thoroughly documented. During the survey, the archaeologists will conduct a thorough pedestrian inspection of upland portions of the property at 25 and 50-meter intervals and oriented north-south and/or east-west. The walkover survey will inspect all areas of exposed ground surface, including agricultural fields, dirt trail roads, and other areas of disturbances. to Subsurface explorations to be utilized during the survey through the excavation of shovel tests. The utilization of shovel tests will be keyed to the level of disturbance of the proposed project and the nature of the soils, geology, and topography. All shovel tests will measure 50cm in diameter and square-shaped dug to a depth of at least 100cm below surface whenever possible. All excavated dirt will be screened through 1/4-inch hardware mesh and backfilled upon completion. The location of each shovel test will be plotted using a GPS receiver, and each test will be recorded on appropriate project field forms. SWCA assumes that no more than one archaeological site will be documented. If more than one site is encountered additional funding may be required to delineate each site within the project tract. No additional sites will be delineated without prior approval for the additional funding. If an archaeological site is encountered in the proposed project area during the investigation, it will be explored as much as possible with consideration to land access constraints. Any discovered sites will be assessed regarding potential significance so that recommendations can be made for proper management (avoidance, non-avoidance, or further work). Additional shovel tests will be conducted per Florida standards at any discovered sites to define horizontal and vertical boundaries. Appropriate State site forms will be filled out for each site discovered during the investigations. The goal of the survey will be to identify, delineate, and design around significant archaeological deposits to avoid further cost-prohibitive testing (i.e. Phase II significance testing). A detailed plan map of each site will be produced, and site locations will be plotted on USGS 7.5-minute topographic maps and relevant project maps. SWCA will utilize submeter accuracy GPS units to map sites and spatially relate them to the project corridor. These site polygon data will be provided to the client for accurate plotting and use in their geographic information system (GIS)systems and planning. Laboratory Analysis/Reporting: Once the archaeological survey has been completed, SWCA will analyze the field data and artifacts (if any) and produce a report of the investigations. The report will conform to all National Historic Preservation Act(NHPA)and Florida DHR report guidelines. Analysis of field data and collected artifacts will include mapping, the production of appropriate site forms for all documented sites, analysis and tabulation of Page 1 SWCAArdurra Peter's Creek, Clay County, Florida artifacts, and the review, organization, and assessment of field notes. Once this is complete, SWCA will prepare a report of investigations. The report will briefly document previous investigations in the area, background cultural and environmental settings, the methodology used in the investigations, the general nature and extent of cultural resources encountered during the archaeological survey, recommendations on the need for further work (if any), and the potential significance of the cultural resources regarding future development and eligibility for the NRHP. Draft copies of the report will be submitted to Ardurra for review and comment. Upon receiving comments, SWCA will revise and submit a final-draft report to the appropriate review agency for review at the appropriate time. Following agency review and approval, SWCA will produce a final report in case of additional questions. ASSUMPTIONS • SWCA assumes that no more than 80 shovel tests within the project area will be required due to the presence of poorly drained soils. Should this prove incorrect, additional funding may be necessary to adequately test the property. • A notice to proceed and an executed contract must be received before any work will begin on the project. • SWCA assumes that no more than one archaeological site will be documented. If more than one site is encountered, then additional funding maybe required. • If significant archaeological sites are discovered during the cultural resource investigation, they will need to be avoided. If avoidance is not a viable option for the project, then additional work outside the current scope and budget may be required. • Curation of artifacts is not included in this proposal. All recovered artifacts will be presented to the client once the report of investigations has been finalized. to • As required by Florida DHR, a viewshed study will be completed for historic aboveground resources. • Archaeological deep testing (i.e., backhoe trenching) is not included in this scope and cost estimate. TASK 2. CULTURAL RESOURCE ASSESSMENT SURVEY (CRAS) OF PETER'S CREEK PIPELINE EASEMENT Background research: SWCA will conduct a cultural resources background review of the project corridor. The goal will be to gather all available information regarding previously conducted cultural resources surveys; previously documented cultural resources including archaeological sites, cemeteries, and above-ground historical resources; identify the potential for these resources to affect the current development and determine management recommendations to satisfy all applicable Federal or State cultural resource laws. Preliminary research indicates approximately 2.5-miles out of the total six miles has been previously tested using current standards. Fieldwork: Once the background review is completed, SWCA will conduct a cultural resource assessment survey (CRAS) of the project corridor. The survey will be of sufficient intensity to determine the nature, extent, and, if possible, significance of any cultural resources located within the investigated project area. The survey will meet all Florida Division of Historical Resources (DHR) minimum archaeological survey standards for such projects with any exceptions thoroughly documented. During the survey, the archaeologists will conduct a thorough pedestrian inspection of the entire easement. The walkover survey will inspect all areas of exposed ground surface, including agricultural fields, dirt trail roads, and other areas of disturbances. Subsurface explorations to be utilized during the survey through the excavation of shovel tests in areas not previously tested in the late 2000s. The utilization of shovel tests will be keyed to the level of disturbance of the proposed project and the nature of the soils, geology, and topography. All shovel tests will measure 50cm in diameter and square-shaped dug to a depth of at least 100cm below surface whenever Page 12 SWCAArdurra Peter's Creek, Clay County, Florida possible. All excavated dirt will be screened through '/-inch hardware mesh and backfilled upon completion. The location of each shovel test will be plotted using a GPS receiver, and each test will be recorded on appropriate project field forms. SWCA assumes that no more than four archaeological sites will be documented. If more than four sites are encountered additional funding may be required to delineate each site within the project tract. No additional sites will be delineated without prior approval for the additional funding. If an archaeological site is encountered in the proposed project area during the investigation, it will be explored as much as possible with consideration to land access constraints. Any discovered sites will be assessed regarding potential significance so that recommendations can be made for proper management (avoidance, non-avoidance, or further work). Additional shovel tests will be conducted per Florida standards at any discovered sites to define horizontal and vertical boundaries. Appropriate State site forms will be filled out for each site discovered during the investigations. The goal of the survey will be to identify, delineate, and design around significant archaeological deposits to avoid further cost-prohibitive testing (i.e. Phase II significance testing). A detailed plan map of each site will be produced, and site locations will be plotted on USGS 7.5-minute topographic maps and relevant project maps. SWCA will utilize submeter accuracy GPS units to map sites and spatially relate them to the project corridor. These site polygon data will be provided to the client for accurate plotting and use in their geographic information system (GIS)systems and planning. Laboratory Analysis/Reporting: Once the archaeological survey has been completed, SWCA will analyze the field data and artifacts (if any) and produce a report of the investigations. The report will conform to all National Historic Preservation Act(NHPA)and Florida DHR report guidelines. Analysis of field data and collected artifacts will to include mapping, the production of appropriate site forms for all documented sites, analysis and tabulation of artifacts, and the review, organization, and assessment of field notes. Once this is complete, SWCA will prepare a report of investigations. The report will briefly document previous investigations in the area, background cultural and environmental settings, the methodology used in the investigations, the general nature and extent of cultural resources encountered during the archaeological survey, recommendations on the need for further work (if any), and the potential significance of the cultural resources regarding future development and eligibility for the NRHP. Draft copies of the report will be submitted to Ardurra for review and comment. Upon receiving comments, SWCA will revise and submit a final-draft report to the appropriate review agency for review at the appropriate time. Following agency review and approval, SWCA will produce a final report in case of additional questions. ASSUMPTIONS • SWCA assumes that no more than 170 shovel tests within the project area will be required due to the presence of poorly drained soils. Should this prove incorrect, additional funding may be necessary to adequately test the property. • A notice to proceed and an executed contract must be received before any work will begin on the project. • SWCA assumes that no more than four archaeological sites will be documented. If more than four sites are encountered, then additional funding maybe required. • If significant archaeological sites are discovered during the cultural resource investigation, they will need to be avoided. If avoidance is not a viable option for the project, then additional work outside the current scope and budget may be required. • Curation of artifacts is not included in this proposal. All recovered artifacts will be presented to the client once the report of investigations has been finalized. • As required by Florida DHR, a viewshed study will be completed for historic aboveground resources. • Archaeological deep testing (i.e., backhoe trenching) is not included in this scope and cost estimate. Page 13 SWCAArdurra Peter's Creek, Clay County, Florida COST AND SCHEDULE The below table provides the cost and schedule of the CRAS of the Peter's Creek WWTF tract and the CRAS of the Peter's Creek pipeline easement. Table 1. Cost Estimate by Option TASK DESCRIPTION SCHEDULE ESTIMATED COST Task 1 CRAS of the Peter's Creek WWTF Tract The scope of work for Task 1 will be completed within 20 $6,750 business days of receiving signed authorization. Task 2 CRAS of the Peter's Creek Pipeline Corridor The scope of work for Task 2 will be completed within 25 $10,000 business days of receiving signed authorization. Total $16,750 to Page i 4 ATTACHMENT D: TASK 4: DRMP (ADDITIONAL SURVEY SERVICES) to R,* DRmp 8001 Belfort Parkway,Suite 200,Jacksonville, Florida 32256 Phone:904.641.0123 I Fax:904.641.88.8858 1.833.811.3767 I www.DRMP.com January 11, 2023 February 17, 2023, revised David Rasmussen, P.E. Ard u rra 100 Center Creek Road, Suite 108 St. Augustine, FL 32084 RE: Professional Surveying Services for CCUA Peter's Creek WWTP Project, Boundary Survey of Reinhold Site Expansion and Easements to Governors Park Lift Station Site, Clay County, Florida Dear Mr. Rasmussen, DRMP is pleased to be working with you on this project. Below is our proposed Scope of Work and our Fees to complete the project. Scope of Work Limits of the Project—the approximate project limits are as shown on the attached sketch and listed below: 1. Boundary Survey of property to be acquired from Reinhold. Site is west of and adjacent to the to existing Peters Creek WWTP. New Legal descriptions will be created for this site. 2. Create multiple easements to connect the existing Peters Creek WWTP to the future Governors Park Lift Station. Easement Limits have been provided in CAD file. This includes up to 5 easements. Deliverables —The survey will be delivered in electronic AutoCAD Civil 3D and PDF for recording purposes. The Survey will conform to the Florida Standards of Practice for Surveying. Schedule —The Survey can begin 8 weeks from NTP and delivered 6 weeks after that. Fees The fees to complete the survey are: Easements $ 12,500.00 Boundary Survey $ 19,500.00 Previous Sketch and Legal Description effort $ 5,000.00 Additional Survey and SUE QL-B effort along Rosemary Hill Rd. $ 15,500.00 Total This effort $ 52,000.00 We sincerely appreciate this opportunity to provide professional services for this project. Sincerely, DRMP, Inc. Randy Tompkins, SM Project Manager ATTACHMENT E: TASK 5: MATTHEWS DESIGN GROUP (LANDSCAPE ARCHITECHTURE SERVICES) to MATTH EWS January 5, 2023 DESIGN GROUP Camryn Swain, Engineer Associate Ardurra 100 Center Creek Road,Suite 108, St.Augustine, Florida 32084 904-593-5606 cswain@aruurra.curri Re: Proposal for Professional Landscape Architecture Services Project Name: A06 Governor's Park Wastewater MDG Project No.: 22246.00 Dear Camryn: Founded in 2005, Matthews Design Group(MDG) is the largest civil engineering firm based in St.Johns County,offering full service civil and land development engineering services, roadway design, and landscape architecture throughout Northeast Florida. MDG proudly serves a wide range of both public sector and private clients and has earned a solid reputation as a local leader for providing high quality, innovative engineering solutions delivered in a timely and cost-effective manner. Staying true to our mission, Engineering Better Communities, MDG takes an innovative approach to every project, creating thoughtful designs that balance functionality while preserving the often historic and eco- sensitive quality of the communities we serve. Our engineers go beyond the rudimentary requirements of a job and intentionally seek ways to optimize the usability,convenience, and aesthetics of a project while reducing environmental impact. From conception to completion, we partner closely with and work alongside our clients through each step of the process to successfully bring their vision to reality. MDG continues to receive national,state-wide,and local awards for being among"Best Places to Work"and a "Hot Firm" for growth. We are pleased to offer you this proposal to provide professional landscape architecture services for the landscape design and tree mitigation plan for the A06 Governor's Park Wastewater property(Project) located in Green Cove Springs, Florida. MDG proposes to furnish professional services as described in "Exhibit A, Scope of Work," and per"Exhibit B, General Terms & Conditions," which are attached hereto and made a binding part hereof by this reference, for an estimated fee of$9,300, plus direct reimbursable expenses. If these terms are agreeable, please sign and return the attached "Exhibit C, Contract Agreement,". We appreciate your consideration of our firm to provide these important services. Do not hesitate to contact us if you have any questions. We look forward to partnering with you and having our dedicated team of industry experts help make your project a success. Sincerely, Matthews Design Group Eric Lanehart, PLA, ISA Director of Landscape Architecture 7 Waldo Street,St.Augustine,FL 32084 I P:904.826.1334 I F:904.826.4547 I www.MDGinc.com Proposal—22246.00 January 5.2023 Page 2 .00100000 EXHIBIT A SCOPE OF WORK I—Code Minimum Landscape Design MDG will prepare detailed code minimum landscape plans in conformance with Clay County land development code. Landscape plans will include the landscape design, plant schedule,and construction details. We will assume there will be no automatic irrigation and irrigation will be applied by hand and or with tree gator bags. If an irrigation system design is needed,MDG will provide a separate proposal. The included exhibit shows the extent of the project. Fees for code minimum landscape design services will be billed on a lump sum fee basis for a total of$9,300,plus direct reimbursable expenses. FEE SUMMARY The following list summarizes costs associated with work items as described in Exhibit A,Scope of Work. I—Code Minimum Landscape Design $9,300(Lump Sum) Total Estimated Cost: $9,300, plus direct reimbursable expenses to Ver061120 MATTHEWS DESIGN GROUP Proposal—22246.00 January 5,2023 Page 3 MDG will initiate services on this project immediately following receipt of the fully executed contract, included as Exhibit C,and the following additional data,which will be provided by the project client: a) Survey of the project site in state plane coordinates provided in AutoCAD format depicting boundary, topography, utility,tree inventory,and jurisdictional wetland lines. b) Survey must also note conversion factor to NGVD 29 datum. c) Topography must be correlated to the U.S. Geological Survey(USGS) NAVD88 datum for the site as well as for adjacent lands, including adjacent access roads,to reflect conditions that will affect the site design. d) Drawing file to include a minimum of two elevation benchmarks, and topographic surface(TIN) and/or point file. e) Tree inventory to include tree species, size (DBH) in a numbered and tabulated format. MDG will assist in acquiring the above information if requested in writing. These services will be billed on a time and materials(T&M)basis in accordance with Exhibit B, General Terms& Conditions, plus direct reimbursable expenses. Services or work items not specifically set forth in this proposal are excluded.Should additional scope be requested by the Project Client, a change order for the additional services will be negotiated, and a change order proposal outlining costs will be fully executed before the additional work shall commence. Ver 061120 MATTHEWS DESIGN GROUP Proposal—22246.00 January 5,2023 Page 4 EXHIBIT B GENERAL TERMS&CONDITIONS Revised:06/14/2022 a) Scope of Work.The Scope of Work details the services MDG is agreeing to provide along with the associated costs for these services and assumes normal engineering and design services along with up to up to two submittals.Additional submittals,work performed outside the scope of services detailed in this proposal,or changes due to requests or revisions from the Client or any government agency will require a signed Change Order that defines the additional scope and billing terms PRIOR to the out-of-scope work commencing. Costs will be based on the current schedule of fees/rates or renegotiation of this Agreement to the satisfaction of both parties. Unless specifically noted otherwise,service fees proposed in this Agreement exclude costs for the following fees and work types, but are not limited to:all permit application and governing agency fees, consumptive use permitting,wetlands mitigation, threatened/endangered species studies,geotechnical studies,traffic studies, shared parking studies, landscape architecture, irrigation designs,site lighting, structural/MEP engineering, architecture, agency construction inspection and as-built reviews, impact and clearance sheet fees,construction stakeout, other inspection services,other subconsultant fees,and reimbursable items as outlined in Exhibit B, General Terms&Conditions. b) Estimates.The rates quoted in this proposal are good for 90 days. If a signed contract is not executed within this 90-day period, lump sum amounts will be revised, and time and material billing rates will be changed to reflect MDG's standard hourly rates in effect at the time the contract is signed and executed. Current billing rates are listed in bullet'g' below. All billing rates are subject to change according to our annual billing rate increases. For lump sum contracts lasting more than a year, MDG reserves the right to to adjust the lump sum contract amounts in accordance with the annual bill rate increase. Prior to any such rate changes, MDG will provide the Client with a 30-day notification of any rate changes. c) Documents.All plans,drawings,reports,information,etc. prepared or assembled by MDG's data creator [Engineer] under this Contract are for the Client's use in completing scope of work identified for use on the Project.The Client further agrees that they shall not be made available to any individual or organization for any other use,or reuse by others,without the prior written approval of MDG. d) Compensation& Payments.The Client agrees to pay MDG the compensation for its services as described under Exhibit A(Scope of Services)of this Agreement,with hourly rates computed based upon the established billing rates. Billing occurs monthly and is based on documented project progress. Payments may be made by check,ACH deposit,or credit card (a 3.5%transaction fee is assessed for credit card payments). Payment is due upon receipt of the invoice. DELAYS IN MAKING PAYMENTS WILL CAUSE DEFINITE DELAYS IN PROJECTS BEING COMPLETED. • PAYMENTS NOT RECEIVED WITHIN 30 DAYS OF THE INVOICE DATE ARE CONSIDERED DELINQUENT AND ALL SUBMITTALS WILL BE PUT ON HOLD FOR THE CLIENT'S PROJECTS UNTIL FULL PAYMENT IS RECEIVED. • Interest at the rate of 1.5%per month(or 18%per annum)will be added to any unpaid balance after 30 days from the invoice date.All work will cease until full payment is received,and the project will be delayed with new milestone dates being reassigned once payment in full is received. • Delinquencies lasting more than 70 days will result in a Claim of Lien recorded against the property. • Invoice balances aged over 90 days will incur a reinstatement fee of 15%of the total outstanding invoice balance.This reinstatement fee must be paid in full in addition to the full outstanding invoice balance in order for MDG to resume work on the project. Ver 061120 MATTHEWS DESIGN GROUP Proposal—22246.00 January 5,2023 Page 5 • MDG will stop all work and hold submittals in the case of a bounced check until a replacement check has cleared the bank. • The Client will be responsible for payment of any legal,collection,application,and permitting fees. Clients are responsible for paying application and permit fees prior to MDG making submittals. • Subcontractor services and fees paid by MDG on behalf of the client will include a 15%surcharge. Services performed by Project staff on a time and materials basis will be billed at the hourly rates listed herein. e) Certification. Represented by a signed or sealed statement of a professional landscape architect or engineer means that services performed were based upon his/her knowledge, information, and belief in accordance with commonly accepted procedures and applicable standards of practice but is not a guarantee or warranty. f) Work Performed. All plans, designs, and documents will be prepared consistent with normal professional standards of care but does not guarantee success, approval,or issuance of permits. MDG will not accept back charges on corrective action without written agreement of both parties. g) Billing Rates. Below are the current billing rates. Billing rates are revised annually. Personnel Classification Rate Range PRINCIPAL/SENIOR LEADS Principal $360.00 Division Lead $240.00-$300.00 to Program Manager $240.00-$275.00 SENIOR PROFESSIONAL Senior Professional Engineer $200.00-$255.00 Senior Planner $195.00-$225.00 Senior Landscape Architect $180.00-$240.00 Senior Construction Inspector $155.00-$200.00 PROFESSIONAL Professional Engineer $180.00-$215.00 Project Engineer $140.00-$180.00 Planner $150.00-$190.00 Landscape Architect $140.00-$180.00 Construction Inspector $115.00-$150.00 DESIGNER Senior CAD Designer and Senior Engineering Tech $155.00-$200.00 CAD Designer and Engineering Tech $115.00-$150.00 SUPPORT STAFF Controller $150.00-$200.00 Senior Graphic Designer $140.00-$180.00 Graphic Designer $100.00-$140.00 Project Administrator and Project Coordinator $85.00- $110.00 Ver 061120 MATTHEWS DESIGN GROUP Proposal—22246.00 January 5,2023 Page 6 h) Reimbursable/Direct Expenses. Unless specifically stated,direct expenses will be billed in addition to our lump sum fees. Examples of expenses include, but are not limited to: • Mileage will be billed per current IRS rates. • Production costs will be billed at the following rates: o Paper copies: • 8'A"x11" B&W-$0.27 each • 8'A"x11" Color-$0.50 each • 11"x17" B&W-$0.55 each • 11"x17" Color-$0.88 each o Plots 24"x 36": • Black line plots-$2.20 each • Color plots-$55.00 each • Mylar-$44.00 each o Binding: $5.50 per book o Foam Board Mounted Color Plots: $71.50 each o CD containing project data (i.e., CAD files, photographs,documents, etc.):$13.20/each The following will be billed at cost plus 15%: • Travel and hotel expenses • Shipping and delivery, including UPS shipping and courier services i) Compliance.All work will be performed in accordance with appropriate city,county,and state or other governmental regulations. to j) Transfer or Termination.The Client or MDG may terminate this Agreement by notifying the other party in writing.Termination will become effective one(1)calendar day after receipt of the termination notice. Irrespective of which party shall initiate termination or the cause therefore,the Client shall,within thirty (30) calendar days of termination, remunerate MDG for services rendered and costs incurred, in accordance with MDG's prevailing fee schedule and expense reimbursement policy.Services shall include those rendered up to the time of termination, as well as any travel or demobilization costs associated with termination itself. k) Retainer. If a retainer is required,it will be kept for the duration of the Project and applied to the final invoice.Any remaining balance after applying the retainer will be refunded to the Client. At the completion of the Project,if no monies are remaining due in which to apply the retainer, MDG will refund the full retainer amount. I) Supplemental Owner's responsibilities-Surveying Services. If an owner/client elects to contract directly with the surveyor, it must be understood surveys directly affect the accuracy and quality of the engineering design. Therefore,Owners/Clients that choose to contract directly with the surveyor are responsible for the following: • Obtaining a detailed survey scope from MDG to provide to the surveyor that describes in detail what MDG requires of the surveyor in order to correctly complete the engineering services for the project. • Providing MDG with the surveyor's service agreement to review and approve prior to engagement of the surveyor to ensure the surveyor's service agreement includes the items outlined in the survey scope provided by MDG. Ver061120 MATTHEWS DESIGN GROUP Proposal—22246.00 January 5,2023 Page 7 • Agreeing work from MDG will not commence until a complete survey is provided to MDG. • Providing MDG the signed and sealed copies of the survey documents prior to the production of final construction plans. • Agreeing changes to the scope of design services may require additional survey information and deliverables resulting in modification to the scope of the survey,thus requiring the owner/client to contract with the surveyor for additional required services • Agreeing the schedule of completion for engineering design is directly affected by the receipt of the accurate and complete survey deliverables. • Alternatively;Agreeing if MDG is supplied with previously surveyed information,additional or updated I survey information prior to commencement of engineering services may be required.The owner/client takes responsibility and liability for the supplied survey being a correct representation of the current existing conditions of the project site. m) Liability.Any claims made by the Client for losses, injuries, expenses,or damages shall not exceed the total fee of the project and shall include, but is not limited to, negligence,errors, omissions,strict liability, breach of contract, or breach of warranty. n) Terms Acceptance. Regardless of if this proposal is signed,the verbal or written acceptance, approval, notice to proceed, or request for services performed by Matthews Design Group, LLC(MDG) constitutes acceptance of the prices and terms contained in this proposal and agreement to pay for services rendered by MDG. PURSUANT TO FLORIDA STATUTES, SECTION 558.0035, AN INDIVIDUAL EMPLOYEE OR to AGENT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE. Ver 061120 MATTHEWS DESIGN GROUP Proposal—22246.00 January 5,2023 Page 8 EXHIBIT C CONTRACT AGREEMENT Upon acceptance, please sign, date and return this Agreement to our office.We will return a fully executed copy of this Contract Agreement for your file,which will serve as Authorization to Proceed with services as outlined in Exhibit A,Scope of Work. The undersigned have executed this Agreement on the day and year set forth below. Authorized Signature Date On Behalf of Matthews Design Group Eric Lanehart, PLA, ISA Director of Landscape Architecture 6621 Southpoint Drive N.Suite 315 Jacksonville, FL 32216 904.240.0989 Eric@MDGinc.com CLIENT ACCEPTANCE AND AUTHORIZATION to Authorized Signature Date Name, Title On Behalf of Company/Client Name Billing Contact Billing Email Address Billing Address Address City,State,Zip Code Billing Phone No. EL/jk 22246p1 Ver 061120 MATTHEWS DESIGN GROUP ATTACHMENT F: TASK 6:W.D. LASSETTER (ELECTRICAL & INSTRUMENTAL & CONTROL DESIGN) to ENGINEERING SERVICES FEE PROPOSAL DATE: February 22, 2023 TO: David Rasmussen, PE Ardurra Group 100 Center Creek Road, Suite 108 St Augustine, FL 32084 FROM: David Lassetter WD Lassetter, PE 3837 Buckskin Trail East Jacksonville, Florida 32277 RE: Peters Creek WRF VR Redesign CCUA Electrical and Instrumentation Engineering Man-hours Value Reduction Evaluations 20 to Workshops 6 Initial VR Markups 4 North Electrical Building Layout 2 Lagoon Alternative 8 Redesign 68 Single Line Diagram Revisions 4 Instrumentation ICP & PLC Modifications 4 Maintenance Electrical Building Power & Lighting Plans 12 North Electrical Building Power & Lighting Plans 8 South Electrical Building (Existing Blower/Electrical Shed) 4 Electrical Site Plan Modifications 8 Oxidation Ditch Modifications 4 Splitter Box Modifications 4 Chemical Building Modifications 4 Conduit and Cable Schedule Modifications 8 P&ID Modifications 8 Subtotal Engineering Manhours 88 Subtotal Engineering Budget @ $150.00 /Hour $13,200 Reimbursible Expense Budget $300 Proposed Lump Sum Fee Authorization $13,500 ATTACHMENT G: TASK 6: JOSEPH LAWRENCE INDUSTRIAL ENGINEERS, LLC (HVAC) to JOSEPH LAWRENCE INDUSTRIAL ENGINEERS, LLC CONSULTING ENGINEERS &�12 � ENGINEERING SERVICES PROPOSAL February 23, 2023 David A. Rasmussen, P.E., QEP, BCEE Ardurra 100 Center Creek Road, Suite 108 St. Augustine, FL 32084S PH: 904-567-7754 Re: CCUA PETERS CREEK WATER RECLAMATION FACILITY - VOLUNTARY REDESIGN HVAC and Plumbing System Engineering Services Fee Quote Dear Mr. Rasmussen: We are pleased to submit this quote to render engineering services in connection with Voluntary Redesign of the CCUA Peters Creek Water Reclamation Facility Project. The specific scope of services pertaining to this project is defined below. SCOPE OF SERVICES 1. Construction Documents: Provide HVAC and Plumbing System design documents for the Peters Creek (WRF) Project: to a. Provide HVAC and Plumbing design for CCUA Peters Creek Water WRF(VR). i. Administration Building with Electrical Room (HVAC Plans) ii. Administration Building (Plumbing Plans) iii. Electrical Building (HVAC Plan) b. Coordinate design requirements with other disciplines. c. Updated design calculations due to redesign. d. Review HVAC and Plumbing design for compliance with national standards such as ASHRAE and NFPA. e. Incorporate and respond to CCUA/Wharton Smith comments. f. Coordinate design with CCUA standards. FEE In exchange for our performance, you agree to pay us for the basic scope of services a fee of the following amount: PETERS CREEK WRF PROJECT FEE BREAKDOWN Construction Documents Redesign: $ 29,500.00 Permitting: $ 1,500.00 Total Fee: $ 31,000.00 Note: Requested shipping and plotting will be billed as reimbursable expenses. Plotting will be billed at$.30/SF. 1180 HARWOOD AVE. SUITE 3000 I ALTAMONTE SPRINGS I FLORIDA I 32714 I 321.972.4466 I WWW.JLCENG.COM I C.A. #35124 JOSEPH LAWRENCE INDUSTRIAL ENGINEERS, LLC CONSULTING ENGINEERS Thank you for considering Joseph Lawrence Industrial Engineers LLC for this project. We look forward to working with you and being an integral part of the team. This proposal along with the attached terms and conditions represents our entire agreement. Please sign this proposal in the space below to execute this agreement. Best wishes, Joseph Lawrence Industrial Engineers, LLC Client Authorization to Proceed: l Joshua Meinig, P.E. Client Signature Date Principal Please see attached terms and conditions TERMS AND CONDITIONS The standard of care for all professional services performed or furnished by the Consultant under this Agreement to will be the care and skill used by members of the Consultant's profession practicing under similar circumstances at the same time and in the same locality. Consultant makes no warranties, express or implied, under this Agreement or otherwise, in connection with Consultant's services. Consultant is not responsible for acts or omissions of the Client, nor third parties not under its direct control. Client's acceptance of Consultant's Services constitutes acceptance of these Terms and Conditions. Payments for Basic Services shall be made at monthly intervals and shall be in proportion to services completed within each Phase of services. Any invoice unpaid after thirty (30) days from the date issued will accrue interest at the rate of 18% per annum. Outstanding invoices delinquent beyond forty-five (45) calendar days may at Consultant's election be deemed a notice to stop performance under this contract, and Consultant may in that event suspend its Services until the invoice is paid, with no liability to Consultant. Client shall make payment in full at or before delivery to Client of any reports, plans, record drawing, or certifications prepared under this Agreement. All attorneys' fees, court costs and/or expenses associated with collection of past due invoices will be paid by Client, whether or not suit is filed. No deductions shall be made from the Consultant's compensation on account of any claim, penalty, liquidated damages, or other sums withheld from payments to contractors, or on account of the cost of changes in the Work. All payments for completed services shall be net thirty from the date of the invoice. All plans, data, reports, drawings, specifications, maps, surveys, ideas, scripts, sketches, designs, CADD files,field data, notes, and other documents and instruments prepared by Consultant or its subconsultants, whether such work product is tangible or intangible ("Instruments of Service") shall remain the sole and exclusive property of Consultant until such time as Client makes full and final payment to Consultant pursuant to the terms set forth in this Agreement, and until such time, Client shall not use, deliver, solicit, transmit, or otherwise employ the Instruments of Service, whether directly or indirectly, by any means or manner. Client understands that changes or modifications to the documents made by anyone other than Consultant may result in adverse consequences which JLC can neither predict nor control.Therefore, Client agrees,to the fullest extent permitted by law, to defend, indemnify, and hold harmless Consultant from and against all claims, liabilities, losses, damages, and costs (including reasonable attorney's fees)arising out of or in any way connected with the modification, misinterpretation, misuse, or reuse by Client or others of the documents provided by Consultant under this Agreement. 1180 HARWOOD AVE. SUITE 3000 I ALTAMONTE SPRINGS I FLORIDA I 32714 I 321.972.4466 I WWW.JLCENG.COM I C.A. #35124 JOSEPH LAWRENCE INDUSTRIAL ENGINEERS, LLC CONSULTING ENGINEERS The Client shall be permitted to retain copies, including reproducible copies, of Drawings and Specifications for information and reference in connection with the Client's use and occupancy of the Project. As long as the Client has made payment to the Consultant of any monies due under this Agreement, the Client shall possess a non- exclusive license to utilize the Drawings and Specifications for this location only. The parties hereto agree that in the event of a dispute arising out of or related to the terms and conditions of this Agreement or the parties' performance hereunder, the parties will negotiate in a timely fashion and good faith with each other to try to resolve the dispute to their mutual satisfaction. However, in the event said dispute cannot be resolved by good faith negotiations and in a timely manner within two (2)weeks after written notice of said dispute, then the parties shall, as a condition precedent to initiating litigation hereunder, submit the dispute to non-binding mediation by a professional mediator with the selection of said mediator agreeable to both parties. Said mediation shall be completed not later than forty-five(45)days following the written notice of the dispute. The cost of mediation shall be shared equally between both parties. In the event that non-binding mediation shall fail to resolve said dispute, the parties shall be free to pursue whatever legal or equitable remedies are available to them under this Agreement and applicable law. Unless otherwise agreed upon by the parties,the place for all arbitrations under the Agreement shall be in Seminole County, Florida. This Agreement may be terminated for cause by either party if the other party is in default of its obligations hereunder. The non-defaulting party shall furnish the defaulting party with written notice, providing all grounds for the alleged default. Upon receipt of such notice, the party allegedly in default shall have seven days to cure such to default or to commence efforts to cure such default to the non-defaulting party's reasonable satisfaction if the event of default cannot be cured within seven days. If the defaulting party is unwilling or unable to cure the default within the stated time period, the non-defaulting party shall thereafter immediately be entitled to terminate the Agreement without further notice. In the event of termination not the fault of the Consultant, the Consultant shall be compensated for all Services performed and Reimbursable Expenses incurred up through and including the termination date. Failure of the Client to make payments to the Consultant in accordance with this Agreement shall be considered substantial nonperformance by the Client and cause for termination by the Consultant. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflicts, or choice, of laws. If any provision of this Agreement is determined to be unenforceable under applicable law,such a determination shall not affect the validity and enforceability of any other section or part hereof. It is specifically agreed and understood that Consultant's liability under this Agreement, and for all Services provided pursuant hereto, shall be limited as follows: Notwithstanding any other language in the Agreement, and the maximum extent permitted by applicable law, Client agrees that the Consultant's total liability on all claims of any kind, to Client, whether in contract, warranty, tort (including negligence), strict liability or otherwise, arising out of the performance of the Services or breach of this Agreement shall not exceed the amount of our fees actually paid by Client for this project or$50,000, whichever is greater. In no event will Consultant be liable for any consequential, incidental, indirect, special or punitive damages arising out of the performance of this Agreement including loss of revenue or profits, loss of full or partial use of any equipment or facility, losses by reason of operation of any equipment or facility at less than rated capacity, cost of capital, loss of goodwill, claims of customers, governmental entities or other third parties, or for any other damages relating to loss of service whether or not such loss or damage is based on contract, tort, warranty, negligence, indemnity, strict liability or otherwise. 1180 HARWOOD AVE. SUITE 3000 I ALTAMONTE SPRINGS I FLORIDA I 32714 I 321.972.4466 I WWW.JLCENG.COM I C.A. #35124 JOSEPH LAWRENCE INDUSTRIAL ENGINEERS, LLC CONSULTING ENGINEERS Consultant shall indemnify and hold harmless the Client, its officers, directors, employees, from and against those liabilities, damages, and costs that the Client is legally obligated to pay as a result of third-party claims, to the extent caused by the willful misconduct or the negligent act, error, or omission of the Consultant or anyone for whom the Consultant is legally responsible, subject to any limitations of liability contained in this Agreement. Consultant represents and warrants that, during the term of this Agreement, it shall keep and maintain all liability insurance required by applicable law and shall provide Client with proof of such coverage. Except as expressly provided herein, nothing in this Agreement shall confer any right, remedy or claim upon any person or entity not a signatory to this Agreement. PURSUANT TO SECTION 558.0035 FLORIDA STATUTES, THE CONSULTANT'S CORPORATION IS THE RESPONSIBLE PARTY FOR THE PROFESSIONAL SERVICES IT AGREES TO PROVIDE UNDER THIS AGREEMENT. NO INDIVIDUAL PROFESSIONAL EMPLOYEE, AGENT, DIRECTOR, OFFICER OR PRINCIPAL MAY BE INDIVIDUALLY LIABLE FOR NEGLIGENCE ARISING OUT OF THIS CONTRACT. to 1180 HARWOOD AVE. SUITE 3000 I ALTAMONTE SPRINGS I FLORIDA I 32714 I 321.972.4466 I WWW.JLCENG.COM I C.A. #35124