HomeMy WebLinkAbout05.b.02.a CA SA No 16 Ardurra LS 88 SubContractors EXECUTIVE SUMMARY
AGENDA ITEM:
Proposed Supplemental Agreement (SA) No. 16 with Ardurra Group, Inc. (Ardurra) to the
Professional Services Agreement 2018/2019 RFQ No. 3 to provide Professional Engineering
Services for the Lift Station#88 Relocation and Upgrade Project.
Project Number: 2023-114
Finance Number: 24010RR
Date: March 28, 2024
BACKGROUND:
CCUA staff requests approval of SA No. 16 with Ardurra to provide Professional Engineering
Services for the Clay County Utility Authority Lift Station#88 Relocation and Upgrade Project.
The existing Lift Station#88 is in the Ravines Development adjacent to Black Creek. Because the
golf course is abandoned and not maintained, Lift Station#88 and the gravity main serving it are
at risk of being destabilized due to excessive erosion of the surrounding embankment. A schematic
showing the current location and future relocation for LS 88 is attached. This project will relocate
the station outside of the deteriorating golf course area. Most of the design will be performed in-
house by CCUA engineering staff.
Due to the sloping terrain of the new lift station site, both structural and geotechnical services are
needed to design a retaining wall system to provide a flat surface for the LS design. Ardurra will
manage sub-consultants for the needed geotechnical and structural services.
Staff selected Ardurra from the continuing engineering services firms to perform this work based
on similar recent project experience, their intimate knowledge of our facilities, and their ability to
efficiently meet the project timeframes.
BUDGET
Staff negotiated the scope of work and the fee of $9,022.16 with Ardurra. Staff budgeted
$1,200,000 in the current FY 24 Capital Improvement Plan (CIP) for this project and have
sufficient funds to complete this authorization.
CCNA:
CCNA,F.S. s. 287.055, does apply to the use of a consultant under a continuing services contract.
Staff negotiated this Supplemental Agreement in compliance with F.S. s. 287.055. Staff and the
consultant negotiated this study scope and fee, based on established contract rates, for the
professional services at a compensation that CCUA determines is fair,competitive,and reasonable.
The contract fee for this work is below the CCNA contracting threshold of$500,000 for individual
studies.
RECOMMENDATION:
Staff respectfully recommends board approval of SA No. 16 with Ardurra for a lump sum fee of
$9,022.16 to provide Professional Engineering Services for the Lift Station #88 Relocation and
Upgrade Project.
ATTACHMENTS:
Supplemental Agreement No. 16
Ardurra Group, Inc. Scope, and Fee Proposal
//HC(Author)
//JP,AA(Review)
//PS(Final)
Supplemental Agreement No. 16 to the Professional Engineering Services Agreement
18/19 No. 3, to provide Professional Engineering Services for the Lift Station No. 88 Relocation
and Upgrade
CCUA Project No. 2023-114
Engineer: Dave Rasmussen, P.E. Owner: Clay County
The Ardurra Group, Inc. Utility Authority
405 Golfway West Dr, #201A
St. Augustine, Florida 32095
Date: April 2, 2024
Item: Description of Services:
Provide professional engineering services as
requested and identified in the attached scope of
services and fee proposal.
Task 1 Project Management and Coordination $1,222.16
Task 2 Design Services $7,800.00
Total Price Not to Exceed Without Prior Authorization $9,022.16
The Contract time shall commence on April 2, 2024. 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.
Ardurra Group, Inc.
Accepted by: Date:
Owner:
Jeremy D. Johnston, P.E., MBA,
Executive Director
Clay County Utility Authority
/\\/ ARDURRA GROUP,INC.
405 GOLFWAY W DR.,SUITE 201A
RDURR/ \ ST.AUGPH: , 3285
904-562-2185Px:
W WWW.ARDURRA.COM
TASK ORDER 16
March 19,2024
THIS TASK ORDER IS PURSUANT TO THE AGREEMENT FOR CONSULTING ENGINEERING SERVICES BETWEEN
CLAY COUNTY UTILITY AUTHORITY AND ARDURRA GROUP,INC.WHICH IS INCORPORATED HEREIN BY THIS
REFERENCE,WITH RESPECT TO
Scope of Services to provide Professional Engineering Services
for the Lift Station #88 Rehabilitation Project
Article A. Purpose:
The purpose of this Task Order is to authorize CONSULTANT (The Ardurra Group,Inc.)
to proceed with professional engineering services for the Lift Station #88 (PROJECT) for
Clay County Utility Authority (CLIENT). The PROJECT generally includes the
professional engineering activities associated with the preparation of documents suitable
to rehabilitate Lift Station #88. The Scope of Services for this project are included in
Article B.
Article B. Scope of Services:
The scope of services for this project includes the design and permitting services for the
following improvements:
• Task 1 -Project Management and Coordination
• Task 2 -Design Services (Subconsultant)
The design work effort will generally include preparation of construction documents,
preparation and submittal of the necessary permit applications, and related activities to
allow improvements outlined above to be constructed by a qualified General Contractor.
The engineering and technical tasks that are proposed for this project are as follows:
TASK 1. Project Management and Coordination
Task 1.1:Project Kickoff Meeting and Site Visit
A kickoff meeting will be held between OWNER and key members of the
CONSULTANT's project team. The kickoff meeting will include a discussion of the
project goals and objectives, scope of the project, challenges or issues, permitting
approach,schedule,and communication protocols. CONSULTANT will prepare minutes
of the kickoff meeting and distribute to the team via email.
TASK 2. Design Services
Design tasks associated with this task order will be performed by the Subconsultant and
are included in Attachment B.
1
TASK ORDER-CLAY COUNTY UTILITY AUTHORITY
LIFT STATION#88 REHABILITATION PROJECT
Article C. Compensation Provisions:
As compensation for providing the services described within this Task Order, CLIENT
shall pay CONSULTANT in accordance with the current Agreement, based on the
estimated completion of the Project. The total lump-sum fee proposed for Tasks 1
through 2 is $9022.16,which shall not be exceeded without a revision to this Agreement.
A breakdown of the proposed fee is provided as Attachment A.
Article D. Period of Service:
This project will be complete within four (4) months from Notice to Proceed.
Note that it is assumed that all deliverables will be reviewed by the CCUA within 2
weeks of submission.
Article E. 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:
For CLIENT For CONSULTANT
Name:Joe Paterniti,P.E. Name: Dave Rasmussen,P.E.
CCUA Sr. Project Manager Sr. Project Manager
Address: 3176 Old Jennings Road Address: 405 Golfway West Dr. Suite 201A
Middleburg,FL 32068 Saint Augustine,FL,32095
Telephone: Office: 904-213-2408 Telephone: 904-593-5607
Mobile: 904-219-4127
2
Attachment A
Clay County Utility Authority
Lift Station#88
Fee Estimate
Sr.Project
Task Manager Administrative Total Hours Total Cost
Rates $245.52 $60.02
Task 1 Project Management and Coordination
1.1 -Project Kickoff Meeting and Site Visit 4 4 8 $ 1,222.16
Subtotal Task 1 4 4 8 $ 1,222.16
LABOR SUBTOTAL 4.00 8.00 $ 1,222.16
%Labor per Category 0% 50% 100%
OUTSIDE PROFESSIONALS
Wekiva Engineering(Structural Design) I $ 4,300.00
UES(Geotechnical) $ 3,500.00
LUMP SUM TOTAL $ 9,022.16
Attachment B
E 711 N Orange Ave, Suite A
Winter Park, FL 32789
Phone: (321) 972-4989
WEKIVA
ENGINEERING
Wekiva Project Number: 24-145
February 14, 2024
Mr. David Rasmussen, PE
Ardurra, Inc.
405 Golfway West Dr., Suite 201A
St. Augustine, FL 32095
Re: Proposal for Structural Engineering Services
Lift Station #88
Clay County, Florida
Mr. Rasmussen,
Wekiva Engineering, LLC (Wekiva) is pleased to submit this proposal to provide structural
engineering services to Ardurra, Inc. (Ardurra) for the above referenced project which is owned
and operated by Clay County Utility Authority (CCUA). It is our understanding that CCUA will
be designing a new lift station to be located near the Ravines residential area. This lift station
will be designed by CCUA but will require the design of retaining walls given the existing site
grading.
SCOPE OF SERVICES
Wekiva will perform the following scope:
Task 1: Engineering Design (60% 700%) Wekiva staff will assist Ardurra and CCUA in the
preparation of the design submittals which will include drawings and specifications for the
design of retaining walls around the pump station site. The walls are anticipated to be
constructed of masonry or cast-in-place concrete and will be less than 5ft tall. The submittals
will include one (1) structural drawing and several standard specifications. Wekiva will also
prepare signed and sealed permit drawings as needed.
Task 2:Bidding Services:Wekiva staff will assist Ardurra and CCUA staff with the answering of
Contractor questions and issuing of addenda.
Task 3. Construction Services: Wekiva staff will assist Ardurra and CCUA staff with the
following:
• Answer RFI's (Assumed to be 2 RFIs)
• Review Shop Drawings (Assumed to be 4 submittals with one
resubmittal)
• Preparation of record drawings
COST AND SCHEDULE
Wekiva proposes to undertake the work described above on a lump sum fixed fee basis for a
total fee of $4,300, where the price for each task is as follows:
• Task 1 $2,750
• Task 2 $450
• Task 3 $1,100
• Total $4,300
E 711 N Orange Ave, Suite A
Winter Park, FL 32789
Phone: (321) 972-4989
WEKIVA
ENGINEERING
TERMS AND CONDITIONS
Wekiva will begin work immediately upon your notice to proceed. We will issue monthly
invoices for the work accomplished during the calendar month. We appreciate the opportunity
to submit this proposal to Ardurra and we look forward to a successful collaboration on this
project. If you have any questions or need further information, please call.
Sincerely,
John Sobczak, P.E.
Member
Attachment C
,fJ
Materials Testing
L1J E S TM Geotechnical Engineering
Environmental
Building Sciences& Safety
Inspections&Code Compliance
Virtual Design Consulting
March 19, 2024
Ardurra
100 Center Creek Road- Suite 100
St. Augustine,Florida 32080
Attention—Mr. David Rasmussen
Subject: PROPOSAL FOR A GEOTECHNICAL EXPLORATION
Lift Station 88 Relocation
Middleburg, Florida
UES Proposal No. 2077224
UES Opportunity No. 0930.0324.00016
Dear Mr. Rasmussen:
Universal Engineering Sciences (UES) is pleased to submit this proposal for providing
geotechnical services for your project. Included in this proposal is an outline of the project
information,proposed exploration, and schedule.
PROJECT INFORMATION
Project information was provided to us through recent correspondence with Mr. John Sobczak of
Wekiva Engineering, LLC. We were provided with a Topographic Survey prepared by Clay
County Utility Authority dated October 10, 2023 and with an aerial photograph. These plans
show the boundary limits for the property, the roadways located adjacent to the site, the layout of
the proposed lift station and the requested boring locations. We understand the project consists of
construction of a lift station and retaining wall.
PROPOSED GEOTECHNICAL EXPLORATION
Based on our understanding of the project, as requested, as requested we propose to perform two
(2) SPT borings at the requested locations to depths of 35 feet each. We assume the site will be
accessible to our truck-mounted drilling equipment.
Due to the nature of the equipment required to perform the test borings, some property
disturbance should be expected. Our proposal does include limited site clean-up including
backfilling the boreholes with soil-cuttings for safety considerations. No other restoration
services (i.e. pressure washing, landscaping, repairing wheel ruts, etc.) are included in this
5561 Florida Mining Blvd S.I Jacksonville,Florida 322571 ph 904-296-0757
TeamUES.com
UES Proposal No.2077224
March 19,2024
proposal. We understand that the rights of entry and access to the property will be provided to us
prior to and at commencement of field activities.
Our fee estimate does not include an allowance for horizontal and vertical survey control for the
test boring locations. Our field crew will locate the test locations based upon estimated distances
and relationships to obvious landmarks. Therefore, the test locations and depths should be
considered accurate to the degree of the methodologies used.
UES will contact Sunshine State One Call (1-800-432-4770) for public utility clearance prior to
the start of drilling activities. It is our experience that this service does not mark the locations of
privately owned utilities. Our proposal requires that private utility lines and other subsurface
appurtenances be located in the field by others prior to our mobilization. UES shall not be held
responsible for service interruptions or damage to private utility lines or other buried structures.
We will conduct all drilling and sampling in general accordance with applicable ASTM
standards. At the completion of drilling, we will transport all samples to our laboratory where
they will be examined by a geotechnical engineer and visually classified according to the Unified
Soil Classification System.
A professional engineer, registered in the State of Florida, who has specialized in geotechnical
engineering will direct and supervise our work. A report which describes our exploration and
documents the subsurface conditions encountered will be provided for you. This report will
include the following:
1. A brief discussion of our understanding of the planned construction.
2. A presentation of the field and laboratory test procedures used and the data obtained.
3. A presentation of the subsurface conditions including subsurface profiles, estimated
seasonal high groundwater, and estimated geotechnical engineering properties (as
necessary).
4. A geotechnical engineering evaluation of the site and subsurface conditions with respect
to the planned construction.
5. Recommendation for lift station and retaining wall design.
6. Recommendations for site preparation procedures.
5561 Florida Mining Blvd S.I Jacksonville,Florida 32257 I ph 904-296-0757
Tea mUES.com
UES Proposal No.2077224
March 19,2024
COMPENSATION FOR SERVICES
Based on the scope of the geotechnical exploration, the proposed laboratory testing, and the
preliminary engineering services outlined above, we propose to complete the geotechnical
exploration and engineering services for a lump sum fee of $3,500.00. We will contact you
immediately if we encounter subsurface conditions which could require (1) the borings to be
performed to deeper depths, (2) additional borings or other field testing, and/or (3) additional
engineering analysis/evaluation and studies outside the scope of this proposal.
SCHEDULING AND AUTHORIZATION
We can initiate the field services within one to two weeks after receipt of written authorization to
proceed with the field exploration complete in one day. We can provide preliminary verbal
results as soon as the drilling has been completed in order to expedite the design process, upon
request. The final report should be available within four weeks after notice to proceed.
We have included a short form authorization agreement. In order to expedite our internal project
tracking requirements,please execute this document and return one copy to our office.
We appreciate your consideration of Universal Engineering Sciences for these services and are
looking forward to serving as your geotechnical consultant on this and other future projects.
Respectfully Submitted,
UNIVERSAL ENGINEERING SCIENCES, LLC
Stephen R. Weaver, P.E. Jake D. Cochran, P.E.
Geotechnical Services Manager Senor Geotechnical Engineer
5561 Florida Mining Blvd S.I Jacksonville,Florida 32257 I ph 904-296-0757
Tea mUES.com
UNIVERSAL ENGINEERING SCIENCES
WORK AUTHORIZATION/PROPOSAL ACCEPTANCE FORM
Universal Engineering Science,LLC(UES)is pleased to provide the services described below. The purpose of this document is to
describe the terms under which the services will be provided and to obtain authorization.
PROJECT NAME: Lift Station 88 Relocation
PROJECT LOCATION: Middleburg, Florida
Ardurra
CLIENT NAME: Mr. David Rasmussen DATE: March 19, 2024
CLIENT ADDRESS: 100 Center Creek Road- Suite 100 PHONE NO.: 904-593-5607
St. Augustine,Florida 32080 email: drasmussen@ardurra.com
I. Scope of Services and Understanding of Project
As Shown in UES Proposal No.2077224(Attached)
UES Opportunity No.0930.0324.00016
Lump Sum Fee-$3,500.00
II. Contract Documents. The following documents form part of this Agreement and are incorporated herein by referral:
A. UES General Conditions
B. UES Proposal Dated: March 19,2024
C. Plans,reports,specifications and other documents provided by the Client prior to this Agreement date.
D. Other exhibits marked and described as follows:
In the event of any inconsistency or conflict among the Contract Documents,the provision in the Contract Document first
listed above shall govern.
III. Authority to proceed and for payment. (To be completed by Client)
If the above invoice is to be mailed for approval to someone other than the account charged,please indicate where below:
Social Security No.or
Firm: Federal Identification No.:
Address:
Attention: Title:
IN WITNESS WHEREOF,the parties have caused this agreement to be executed by their duly authorized representatives
CLIENT UNIVERSAL ENGINEERING SCIENCES,LLC
BY(Signature) BY(Signature)
PRINTED NAME PRINTED NAME Stephen R.Weaver,P.E.
TITLE TITLE Geotechnical Services Manager
DATE DATE March 19,2024
RETURN EXECUTED COPIES TO
UNIVERSAL ENGINEERING SCIENCES,LLC
5561 FLORIDA MINING BOULEVARD SOUTH,JACKSONVILLE,FLORIDA 32257-3648
TELEPHONE:904.296.0757
Universal Engineering Sciences,LLC
GENERAL CONDITIONS
SECTION 1: RESPONSIBILITIES 1.1 Universal Engineering Sciences, LLC, and its subsidiaries and affiliated companies ("UES"), is responsible for
providing the services described under the Scope of Services.The term "UES"as used herein includes all of UES's agents, employees, professional staff,
and subcontractors. 1.2 The Client or a duly authorized representative is responsible for providing UES with a clear understanding of the project nature and
scope. The Client shall supply UES with sufficient and adequate information, including, but not limited to, maps, site plans, reports, surveys, plans and
specifications,and designs,to allow UES to properly complete the specified services.The Client shall also communicate changes in the nature and scope of
the project as soon as possible during performance of the work so that the changes can be incorporated into the work product. 1.3 The Client acknowledges
that UES's responsibilities in providing the services described under the Scope of Services section is limited to those services described therein, and the
Client hereby assumes any collateral or affiliated duties necessitated by or for those services. Such duties may include, but are not limited to, reporting
requirements imposed by any third party such as federal, state, or local entities, the provision of any required notices to any third party, or the securing of
necessary permits or permissions from any third parties required for UES's provision of the services so described, unless otherwise agreed upon by both
parties in writing.
SECTION 2: STANDARD OF CARE 2.1 Services performed by UES under this Agreement will be conducted in a manner consistent with the level of care
and skill ordinarily exercised by members of UES's profession practicing contemporaneously under similar conditions in the locality of the project. No other
warranty,express or implied, is made.2.2 Execution of this document by UES is not a representation that UES has visited the site, become generally familiar
with local conditions under which the work is to be performed, or correlated personal observations with the requirements of the Scope of Services. It is the
Client's responsibility to provide UES with all information necessary for UES to provide the services described under the Scope of Services, and the Client
assumes all liability for information not provided to UES that may affect the quality or sufficiency of the services so described.
SECTION 3: SITE ACCESS AND SITE CONDITIONS 3.1 Client will grant or obtain free access to the site for all equipment and personnel necessary for
UES to perform the work set forth in this Agreement. The Client will notify any possessors of the project site that Client has granted UES free access to the
site. UES will take reasonable precautions to minimize damage to the site, but it is understood by Client that, in the normal course of work, some damage
may occur,and the correction of such damage is not part of this Agreement unless so specified in the Scope of Services. 3.2 The Client is responsible for the
accuracy of locations for all subterranean structures and utilities. UES will take reasonable precautions to avoid known subterranean structures, and the
Client waives any claim against UES,and agrees to defend, indemnify,and hold UES harmless from any claim or liability for injury or loss, including costs of
defense,arising from damage done to subterranean structures and utilities not identified or accurately located. In addition, Client agrees to compensate UES
for any time spent or expenses incurred by UES in defense of any such claim with compensation to be based upon UES's prevailing fee schedule and
expense reimbursement policy.
SECTION 4: BILLING AND PAYMENT 4.1 UES will submit invoices to Client monthly or upon completion of services. Invoices will show charges for
different personnel and expense classifications. 4.2 Payment is due 30 days after presentation of invoice and is past due 31 days from invoice date. Client
agrees to pay a finance charge of one and one-half percent(1 '/2%)per month,or the maximum rate allowed by law,on past due accounts.4.3 If UES incurs
any expenses to collect overdue billings on invoices, the sums paid by UES for reasonable attorneys'fees, court costs, UES's time, UES's expenses, and
interest will be due and owing by the Client.
SECTION 5: OWNERSHIP AND USE OF DOCUMENTS 5.1 All reports,boring logs,field data,field notes,laboratory test data,calculations,estimates,and
other documents prepared by UES, as instruments of service, shall remain the property of UES. Neither Client nor any other entity shall change or modify
UES's instruments of service. 5.2 Client agrees that all reports and other work furnished to the Client or his agents, which are not paid for,will be returned
upon demand and will not be used by the Client for any purpose. 5.3 UES will retain all pertinent records relating to the services performed for a period of five
years following submission of the report or completion of the Scope of Services, during which period the records will be made available to the Client in a
reasonable time and manner. 5.4 All reports, boring logs,field data,field notes, laboratory test data, calculations, estimates,and other documents prepared
by UES, are prepared for the sole and exclusive use of Client,and may not be given to any other entity, or used or relied upon by any other entity,without
the express written consent of UES.Client is the only entity to which UES owes any duty or duties,in contract or tort, pursuant to or under this Agreement.
SECTION 6: DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS 6.1 Client represents that a reasonable effort has been made to inform UES
of known or suspected hazardous materials on or near the project site. 6.2 Under this agreement,the term hazardous materials include hazardous materials,
hazardous wastes, hazardous substances (40 CFR 261.31, 261.32, 261.33), petroleum products, polychlorinated biphenyls, asbestos, and any other
material defined by the U.S. EPA as a hazardous material. 6.3 Hazardous materials may exist at a site where there is no reason to believe they are present.
The discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work. The discovery of
unanticipated hazardous materials may make it necessary for UES to take immediate measures to protect health and safety. Client agrees to compensate
UES for any equipment decontamination or other costs incident to the discovery of unanticipated hazardous materials. 6.4 UES will notify Client when
unanticipated hazardous materials or suspected hazardous materials are encountered. Client will make any disclosures required by law to the appropriate
governing agencies. Client will hold UES harmless for all consequences of disclosures made by UES which are required by governing law. In the event the
project site is not owned by Client, Client it is the Client's responsibility to inform the property owner of the discovery of unanticipated hazardous materials or
suspected hazardous materials.6.5 Notwithstanding any other provision of the Agreement,Client waives any claim against UES,and to the maximum extent
permitted by law, agrees to defend, indemnify, and save UES harmless from any claim, liability, and/or defense costs for injury or loss arising from UES's
discovery of unanticipated hazardous materials or suspected hazardous materials including any costs created by delay of the project and any cost
associated with possible reduction of the property's value.Client will be responsible for ultimate disposal of any samples secured by UES which are found to
be contaminated.
SECTION 7: RISK ALLOCATION 7.1 Client agrees that UES's liability for any damage on account of any breach of contract,error,omission,or professional
negligence will be limited to a sum not to exceed $50,000 or UES's fee, whichever is greater. If Client prefers to have higher limits on contractual or
professional liability, UES agrees to increase the limits up to a maximum of$1,000,000.00 upon Client's written request at the time of accepting UES's
proposal provided that Client agrees to pay an additional consideration of four percent of the total fee, or$400.00, whichever is greater. If Client prefers a
$2,000,000.00 limit on contractual or professional liability, UES agrees to increase the limits up to a maximum of$2,000,000.00 upon Client's written request
at the time of accepting UES's proposal provided that Client agrees to pay an additional consideration of four percent of the total fee,or$800.00,whichever
is greater. The additional charge for the higher liability limits is because of the greater risk assumed and is not strictly a charge for additional professional
liability insurance. 7.2 Client shall not be liable to UES and UES shall not be liable to Client for any incidental, special, or consequential damages
(including lost profits, loss of use, and lost savings) incurred by either party due to the fault of the other, regardless of the nature of the fault, or whether it
was committed by Client or UES,their employees,agents,or subcontractors;or whether such liability arises in breach of contract or warranty,tort(including
negligence),statutory,or any other cause of action.7.3 As used in this Agreement, the terms "claim" or"claims" mean any claim in contract, tort, or
statute alleging negligence, errors, omissions, strict liability, statutory liability, breach of contract, breach of warranty, negligent misrepresentation, or any
other act giving rise to liability.
SECTION 8: INSURANCE 8.1 UES represents it and its agents, staff and consultants employed by UES, is and are protected by worker's compensation
insurance and that UES has such coverage under public liability and property damage insurance policies which UES deems to be adequate. Certificates for
all such policies of insurance shall be provided to Client upon request in writing.Within the limits and conditions of such insurance, UES agrees to indemnify
and save Client harmless from and against loss, damage, or liability arising from negligent acts by UES, its agents, staff, and consultants employed by it.
UES shall not be responsible for any loss,damage or liability beyond the amounts, limits, and conditions of such insurance or the limits described in Section
7,whichever is less.The Client agrees to defend,indemnify,and save UES harmless for loss,damage or liability arising from acts by Client, Client's agents,
staff, and others employed by Client. 8.2 Under no circumstances will UES indemnify Client from or for Client's own actions, negligence, or breaches of
contract. 8.3 To the extent damages are covered by property insurance, Client and UES waive all rights against each other and against the contractors,
consultants,agents,and employees of the other for damages,except such rights as they may have to the proceeds of such insurance.
SECTION 9: DISPUTE RESOLUTION 9.1 All claims,disputes,and other matters in controversy between UES and Client arising out of or in any way related
to this Agreement will be submitted to mediation or non-binding arbitration, before and as a condition precedent to other remedies provided by law. 9.2 If a
dispute arises and that dispute is not resolved by mediation or non-binding arbitration,then:(a)the claim will be brought in the state or federal courts having
jurisdiction where the UES office which provided the service is located; and (b) the prevailing party will be entitled to recovery of all reasonable costs
incurred,including staff time,court costs,attorneys'fees,expert witness fees,and other claim related expenses.
SECTION 10: TERMINATION 10.1 This agreement may be terminated by either party upon seven (7)days written notice in the event of substantial failure
by the other party to perform in accordance with the terms hereof,or in the case of a force majeure event such as terrorism, act of war, public health or other
emergency.Such termination shall not be effective if such substantial failure or force majeure has been remedied before expiration of the period specified in
the written notice. In the event of termination,UES shall be paid for services performed to the termination notice date plus reasonable termination expenses.
10.2 In the event of termination, or suspension for more than three(3)months, prior to completion of all reports contemplated by the Agreement, UES may
complete such analyses and records as are necessary to complete its files and may also complete a report on the services performed to the date of notice of
termination or suspension.The expense of termination or suspension shall include all direct costs of UES in completing such analyses,records,and reports.
SECTION 11: REVIEWS, INSPECTIONS,TESTING,AND OBSERVATIONS 11.1 Plan review, private provider inspections, and building inspections are
performed for the purpose of observing compliance with applicable building codes. Threshold inspections are performed for the purpose of observing
compliance with an approved threshold inspection plan. Construction materials testing("CMT")is performed to document compliance of certain materials
or components with applicable testing standards. UES's performance of plan reviews, private provider inspections, building inspections, threshold
inspections,or CMT,or UES's presence on the site of Client's project while performing any of the foregoing activities, is not a representation or warranty by
UES that Client's project is free of errors in either design or construction. 11.2 If UES is retained to provide construction monitoring or observation, UES will
report to Client any observed work which,in UES's opinion,does not conform to the plans and specifications provided to UES. UES shall have no authority
to reject or terminate the work of any agent or contractor of Client. No action,statements,or communications of UES,or UES's site representative,can be
construed as modifying any agreement between Client and others. UES's performance of construction monitoring or observation is not a representation or
warranty by UES that Client's project is free of errors in either design or construction. 11.3 Neither the activities of UES pursuant to this Agreement,nor the
presence of UES or its employees, representatives, or subcontractors on the project site, shall be construed to impose upon UES any responsibility for
means or methods of work performance, superintendence, sequencing of construction, or safety conditions at the project site. Client acknowledges that
Client or its contractor is solely responsible for project jobsite safety. 11.4 Client is responsible for scheduling all inspections and CMT activities of UES.All
testing and inspection services will be performed on a will-call basis. UES will not be responsible for tests and inspections that are not performed due to
Client's failure to schedule UES's services on the project, or for any claims or damages arising from tests and inspections that are not scheduled or
performed.
SECTION 12: ENVIRONMENTAL ASSESSMENTS Client acknowledges that an Environmental Site Assessment ("ESA") is conducted solely to permit
UES to render a professional opinion about the likelihood or extent of regulated contaminants being present on, in, or beneath the site in question at the
time services were conducted.No matter how thorough an ESA study may be,findings derived from the study are limited and UES cannot know or state for
a fact that a site is unaffected by reportable quantities of regulated contaminants as a result of conducting the ESA study. Even if UES states that reportable
quantities of regulated contaminants are not present, Client still bears the risk that such contaminants may be present or may migrate to the site after the
ESA study is complete.
SECTION 13: SUBSURFACE EXPLORATIONS 13.1 Client acknowledges that subsurface conditions may vary from those observed at locations where
borings,surveys, samples, or other explorations are made, and that site conditions may change with time. Data, interpretations, and recommendations by
UES will be based solely on information available to UES at the time of service. UES is responsible for those data, interpretations, and recommendations,
but will not be responsible for other parties'interpretations or use of the information developed or provided by UES. 13.2 Subsurface explorations may result
in unavoidable cross-contamination of certain subsurface areas, as when a probe or boring device moves through a contaminated zone and links it to an
aquifer, underground stream, or other hydrous body not previously contaminated. UES is unable to eliminate totally cross-contamination risk despite use of
due care.Since subsurface explorations may be an essential element of UES's services indicated herein, Client shall,to the fullest extent permitted by law,
waive any claim against UES, and indemnify, defend, and hold UES harmless from any claim or liability for injury or loss arising from cross-
contamination allegedly caused by UES's subsurface explorations. In addition,Client agrees to compensate UES for any time spent or expenses incurred by
UES in defense of any such claim with compensation to be based upon UES's prevailing fee schedule and expense reimbursement policy.
SECTION 14:SOLICITATION OF EMPLOYEES Client agrees not to hire UES's employees except through UES.In the event Client hires a UES employee
within one year following any project through which Client had contact with said employee, Client shall pay UES an amount equal to one-half of the
employee's annualized salary,as liquidated damages,without UES waiving other remedies it may have.
SECTION 15: ASSIGNS Neither Client nor UES may delegate,assign,sublet,or transfer its duties or interest in this Agreement without the written consent
of the other party.
SECTION 16: GOVERNING LAW AND SURVIVAL 16.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction
in which the UES office performing the services hereunder is located. 16.2 In any of the provisions of this Agreement are held illegal, invalid, or
unenforceable, the enforceability of the remaining provisions will not be impaired and will survive. Limitations of liability and indemnities will survive
termination of this agreement for any cause.
SECTION 17: INTEGRATION CLAUSE 17.1 This Agreement represents and contains the entire and only agreement and understanding among the parties
with respect to the subject matter of this Agreement, and supersedes any and all prior and contemporaneous oral and written agreements, understandings,
representations, inducements, promises,warranties,and conditions among the parties. No agreement, understanding, representation, inducement, promise,
warranty, or condition of any kind with respect to the subject matter of this Agreement shall be relied upon by the parties unless expressly incorporated
herein. 17.2 This Agreement may not be amended or modified except by an agreement in writing signed by the party against whom the enforcement of any
modification or amendment is sought.
SECTION 18:WAIVER OF JURY TRIAL Both Client and UES waive trial by jury in any action arising out of or related to this Agreement.
SECTION 19: INDIVIDUAL LIABILTY PURSUANT TO FLORIDA STAT. 558.0035, AN
INDIVIDUAL EMPLOYEE OR AGENT OF UES MAY NOT BE HELD INDIVIDUALLY LIABLE
FOR NEGLIGENCE.
UES DOCS No. 1823094 Revised 12/04/2020