Florida Department of Environmental Protection

TASK ASSIGNMENT NOTIFICATION FORM

Required Signatures: Adobe Signature

FDEP Contract No.: Task Assignment No.: Owner’s Name: Project No.:

Project Location: Project Name:

Consultant Name:

Consultant Representative: Phone: Email:

FDEP Contract Manager: Phone: Email:

Description of Task:

Project Manager:

Schedule Start Date: Fixed Price Cost:

Completion Date: Cost Reimbursement not to exceed:

Total Task Amount:

Approval Signatures:

Budget Representative, FDEP Signature Date

Project Manager, FDEP Signature Date

Contract Manager, FDEP Signature Date

Consultant Signature Date

Contract Authority, FDEP Signature Date

Project # Grant # Org Code Cat/Year Fund Module Object Code EO Amount

29 digit FLAIR Code: Total:

CN210 TA 35 FDEP 61390C

Fort Zachary Taylor State Park Administration Building Replacement

CPH, Inc.

Todd Hendrix, P.E. 813-288-0233 thendrix@cphcorp.com

Jeff Whitfield or successor 850-245-2781 Jeffrey.Whitfield@FloridaDEP.gov

Design, bid phase RFI's response, and permitting coordination for the replacement of the existing Administration Building, per attached dated 1/24/2022.

James Post

Upon TA execution $ 47,099.09 July 29, 2022 $ 2,000.00

$ 49,099.09

Diane Langston A Diane Langston Digitally signed by A Diane Langston Date: 2022.03.11 11:13:17 -05'00'

James Post James Post Digitally signed by James Post Date: 2022.01.31 15:12:33 -05'00'

Jeff Whitfield Jeffrey Whitfield Digitally signed by Jeffrey Whitfield Date: 2022.03.15 10:41:54 -04'00'

Todd Hendrix, P.E. Todd H Hendrix Digitally signed by Todd H Hendrix DN: c=US, o=CPH INC., ou=A01410C0000016C438ECAF000004FCA, cn=Todd H Hendrix Date: 2022.03.15 13:04:59 -04'00'

Michael W. Foster Jr., P.E. Michael W. Foster Jr., P.E.

Digitally signed by Michael W.

Foster Jr., P.E.

Date: 2022.03.21 13:12:07 -04'00'

61390C 37505000125 080039/22 423002 U3100 131500 QK $ 49,099.09

$ 49,099.09

January 24, 2022

Jim Post

Project Manager Bureau of Design and Construction Division of Recreation and Parks Florida Department of Environmental Protection

RE: Fort Zachary Taylor – Admin Building Replacement

Dear Jim;

For your review, CPH, Inc., has provided a proposal summary and man-hour documentation for the services tasks identified below. Per FDEP direction, CPH is to design, permit, and supply bid documents for the demolition of the existing administrative building, and construction of a new administrative building in its place.

Please review the attached Proposal Summary and deliverables.

Sincerely, CPH, Inc.

Todd Hendrix, P.E.

Sr. Vice President / Associate

5601 Mariner Street Suite 105

Tampa, FL 33609 Phone: 813.288.0233

Fax: 813.288.0433

Matson_D Text Box

CN210 TA35

Fort Zachary Taylor Admin Building

December 15, 2021

Task 1: Pre-Design

Description:

Subtask 1A - Survey

• Topographic Survey at 25’ cross sections to include the location of visible above ground improvements and visible above ground utilities within the project area. Project area defined as a 9,500± square foot area (see “Survey Site Exhibit” for limits).

• Location of trees measured at diameter at breast height (dbh) within scope (size and common name only).

• Survey will be based on North American Datum 1983 (NAD83).

SURVEY SITE EXHIBIT

Subtask 1B - Geotechnical Report

• Two (2) Standard Penetration Test (SPT) borings to depths of 30 feet below existing grade to provide data for foundation evaluation for the proposed admin building.

Deliverables:

• 1A – PDF/CAD file of survey area for use in design

• 1B – Geotechnical Report for use in design

Performance Measure: Deliverables will be reviewed by the Department to confirm they are complete, accurate, and timely. (Please do not alter this language)

Reimbursable Cost:

Travel/Transportation $1,000

Task 2: Design Documents and Bidding Services

Description:

• Design Documents will include plan sheets and specifications for the demolition of the existing administrative office, temporary trailer placement for administrative use during construction, and construction of the new office building.

• The new administrative office will be sized based on standard modular building sizes, approximately 1,200 SF.

• Design will incorporate ADA accessibility codes

• Design will include all Civil, Architectural, Structural, and Mechanical/Electrical/Plumbing needed to facilitate the bid of a modular building o Design does not include modifications to the modular structure nor components of the modular building. Design does not include HVAC o MEP design shall be limited to making connections to the stub-outs provided by the modular manufacturer, and tying into the service providers.

• Plans will be sized to 24” x 36” plan sheets

Firm Name Position Classification Hourly

Rate Hours

Total Fixed Price

Cost

CPH, Inc. Sr. Project Manager $132.61 1 $ 132.61

CPH, Inc. Survey Crew (2 Man) $119.16 15 $ 1,787.40

CPH, Inc.

Survey Project

Manager/CADD $ 80.47 10 $ 804.70

CPH, Inc. GPS (2 Man) $146.66 3 $ 439.98

CPH, Inc. Field Crew Coordinator $ 62.43 3 $ 187.29

CPH, Inc. Principal Surveyor $121.41 3 $ 364.23

CPH, Inc. Clerical II $ 47.36 3 $ 142.08

Total $ 3,858.29

Firm Name Position Classification Hourly

Rate Hours

Allowance Not to Exceed (NTE)

(SUB)Universal

Engineering Geotechnical N/A N/A $ 2,959.50

$ 6,817.79

Task 1 – Pre-Design

Task 1 Total

Subtask 1A – Survey

Subtask 1B – Geotechnical Report

• Landscape Plans shall include minor tree disposition and planting around immediate area of new building

• Bid documents will be prepared in accordance with FDEP standards

• Consultant shall response to all RFIs during

Deliverables:

• Design Documents and Bid Package

Travel/Transportation N/A

Printing & Postage N/A

Task 3: Permitting

Description:

• CPH shall coordinate with selected contractor and contractors’ modular manufacturer to produce building permit set of plans. Scope includes minor modifications to the bid to adjust connections to manufacturer specific drawings

• CPH shall coordinate with the selected contractor and FDEP to submit and obtain Building

Permit for the construction of the new administrative building

• All permit applications fees shall be paid by FDEP, the contractor, or by CPH to be reimbursed by

FDEP

o Scope does not include Stormwater ERP Modification or Flood Management Permitting

Deliverables:

Firm Name Position Classification Hourly

Rate Hours

Total Fixed Price

Cost

CPH, Inc. Sr. Project Manager $132.61 40 $ 5,304.40

CPH, Inc. Project Engineer $ 73.37 40 $ 2,934.80

CPH, Inc. Senior CADD Tech $ 59.54 40 $ 2,381.60

CPH, Inc. Principal Architect $130.60 24 $ 3,134.40

CPH, Inc. Sr. Architectual Mngr. $ 87.45 32 $ 2,798.40

CPH, Inc. Architect $ 76.78 48 $ 3,685.44

CPH, Inc. Senior Struct. Engineer $112.39 48 $ 5,394.72

CPH, Inc. MEP Proj. Designer $ 69.44 8 $ 555.52

CPH, Inc. Principal Landscape Arch $126.83 16 $ 2,029.28

CPH, Inc. Landscape Designer $ 58.60 24 $ 1,406.40

$ 29,624.96

Task 2 – Design Documents and Bidding Services

Task 2 Total

• Building Permit and Construction Plans

Travel/Transportation $750

Printing & Postage $250

Fixed Price Cost:

Summary of Fees:

Payment will be made upon approval of deliverables for each subtask by the FDEP in the amount specified.

Firm Name Position Classification Hourly

Rate Hours

Total Fixed Price

Cost

CPH, Inc. Sr. Project Manager $132.61 12 $ 1,591.32

CPH, Inc. Project Engineer $ 73.37 4 $ 293.48

CPH, Inc. Administrative $ 59.24 24 $ 1,421.76

CPH, Inc. Senior CADD Tech $ 59.54 16 $ 952.64

CPH, Inc. Principal Architect $130.60 4 $ 522.40

CPH, Inc. Sr. Architectual Mngr. $ 87.45 4 $ 349.80

CPH, Inc. Architect $ 76.78 16 $ 1,228.48

CPH, Inc. Senior Struct. Engineer $112.39 24 $ 2,697.36

CPH, Inc. MEP Proj. Designer $ 69.44 16 $ 1,111.04

CPH, Inc. Principal Landscape Arch $126.83 2 $ 253.66

CPH, Inc. Landscape Designer $ 58.60 4 $ 234.40

$ 10,656.34

Task 3 – Permitting & Final Design

Task 3 Total

Task Task Fixed Reimbursable

1 - Pre-Design $6,817.79 $1,000.00

2 - Design Docs and Bidding Services $29,624.96

3 - Permitting & Final Design $10,656.34 $1,000.00

Total Fixed Cost: $47,099.09

Total Reimbursable Cost: $2,000.00

Overall Total Cost: $49,099.09

8050 NW 77th Court; Medley, Florida 33166 | p (305) 249-8434 | f (305) 249-8479 | universalengineering.com

December 16, 2021

CPH Corp, Inc.

1992 SW 1st Street Miami, Florida 33135

Attention: Kyle Bechtelheimer Project Engineer

Reference: Proposal for Geotechnical Services

FDEP Fort Zachary Taylor Admin Building 601 Howard England Way; 24.5465670°, -81.8085890°

Key West, Monroe County, Florida 33040 UES Proposal No.: 2130.1221.00012

Dear Mr. Bechtelheimer:

Universal Engineering Sciences (UES) is pleased to submit our proposal to conduct a geotechnical exploration for the above-referenced project.

INTRODUCTION

Based on information you provided to us, we understand that the project consists of the development of modular building in Key West, Monroe County, Florida. At this time, information regarding the project is very limited. We have been provided with a google earth aerial of the site location but have not been provided with an existing boundary survey, a preliminary site plan, or any structural design loads. This geotechnical proposal was prepared to obtain geotechnical data in order to provide geotechnical evaluations and recommendations for use in foundation design and site preparation.

SCOPE OF SERVICES

The scope of services described in this proposal does not include soil/groundwater assessment, contamination delineation, radon, vapor intrusion, wetlands, lead in drinking water, lead-based paint survey, environmental compliance or construction materials testing. UES can provide these additional services, and we would be pleased to develop an appropriate scope of service and fee estimate for these services, if you wish.

Preliminary Geotechnical Exploration

Based on our experience and knowledge of the geology, we recommend the following:

Two (2) Standard Penetration Test (SPT) borings to depths of 30 feet below existing grades to provide data for foundation evaluation for the proposed building improvements.

Standard Penetration Tests (SPT) will be performed continuously in the upper 10-feet of each boring and on 5-foot centers after that to the bottom of the borings. All boreholes will be backfilled with soil cuttings to the ground surface.

Proposal for Geotechnical Services UES Opportunity No. 2130.1221.00012

Our field representative will visually classify the soil/rock samples at each test interval and place them in clean airtight bags that are labeled for future identification. Groundwater levels will be obtained in each boring upon initial encounter and later when the water table has stabilized.

We will layout the test locations and perform underground utility clearances for public utilities prior to mobilizing. UES will not be held responsible for damage to private utilities as a result of our drilling operations unless the utilities are properly identified to us in the field.

We have assumed the site is accessible to our personnel and truck-mounted drill rig and that you will provide the right of access. If the site cannot be accessed with the use of a truck-mounted drill rig, an additional fee will be required for specialty drilling equipment (track-mounted rig, mud bug, amphibious equipment, etc.).

Laboratory Testing Services

The soil/rock samples recovered from the field exploration program will be transported to our Miami laboratory for better classification testing and to determine the pertinent engineering properties for foundation design and site preparation recommendations. Any laboratory testing that may be performed will be limited to soil classification testing.

Preliminary Geotechnical Reporting

At the completion of the field and laboratory testing services, our Geotechnical Project Engineer will prepare a report under the direction of a registered Professional Engineer who specializes in geotechnical engineering consulting. The geotechnical report(s) will contain the following information at a minimum:

Methods and procedures for field sampling and laboratory testing Test boring logs and classifications Laboratory test results Summary of subsurface stratification Existing groundwater levels and estimated seasonal high and low levels Distribution and thickness of unsuitable bearing soils (if any) Foundation design recommendations Site preparation recommendations Construction considerations Any other information deemed appropriate by the Geotechnical Engineer based on our study.

Proposal for Geotechnical Services UES Opportunity No. 2130.1221.00012

PROPOSAL

We propose to conduct the geotechnical services for a Lump Sum Fee of $2,959.50. This fee proposal shall remain effective for sixty (60) days. Should you require more than sixty (60) days to formally authorizing us to proceed, we request that you permit us to update our proposal to account for any changes in fees. If you would like us to proceed, please sign and return a copy of the enclosed Work Authorization/Proposal Acceptance Form.

Additional work required beyond the scope of services included in this proposal, or as caused by factors beyond UES control, will be invoiced on a time and expense basis. Additional work will not be performed without prior authorization.

UES proposes to provide additional services beyond those listed within this proposal at the following rates. The hourly rates are portal to portal, where applicable for work completed Monday through Friday, 8 a.m. to 5 p.m.

Holidays, Weekends, Non-Standard and Overtime hours will be charged at 1.5 times the hourly rates herein with a minimum of 3-hours. Two virtual meetings (up to 4 hours) are included in our lump sum fee.

HOURLY PAY RATE

Geotechnical Engineer, per hour .......................................................................................................... $250 Additional SPT Borings, per foot (minimum 40 ft.) .................................................................................. $40 Administrative, per hour .......................................................................................................................... $65 Reimbursable Expenses such as supplies, printing, etc. ............................................................ Cost + 15% Unforeseen Circumstances due to site conditions such as rig repairs, additional tooling, etc. .. Cost + 15%

Universal Engineering Sciences appreciates this opportunity to offer our services, and we are looking forward to the assignment. Please call if you have any questions.

Sincerely, Universal Engineering Sciences

Rachel Perez Rachel Perez Asst. Geotechnical Project Manager

Enclosures: Work Authorization/Proposal Acceptance Form General Contract Conditions Notes:

1. Additional services, consultations, or meetings if requested, will be invoiced at Universal Engineering Sciences' standard rates.

2. This fee estimate includes four (4) copies of the final report and an electronic PDF copy of the report.

3. This fee proposal will remain effective for 60 days. If you should require more than 60 days to formally authorize us to proceed, we request that you permit us to update our proposal to account for any changes in costs.

4. We have made a good faith effort to work with you to develop a work scope and fee estimate. Because of the possibility of unknown, discovered, underground conditions and/or the need for additional services that neither you nor we can currently foresee, we recommend that you budget a contingency equal to 15% of the total fee estimate. We will not use the contingency amount without first notifying you.

5. The Client will be responsible for all applicable taxes

UNIVERSAL ENGINEERING SCIENCES

IF PROPOSAL IS ACCEPTED, SIGN BOTH FORMS, RETURN ONE FORM TO UNIVERSAL AND RETAIN ONE FOR YOUR FILES.

Universal Engineering Sciences (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 formal authorization.

PROJECT NAME: FDEP Fort Zachary Taylor Admin Building

PROJECT LOCATION: 601 Howard England Way Key West, Florida 33040; 24.5465670°, -81.8085890°

CLIENT NAME: CPH Corp, Inc. Attn: Kyle Bechtelheimer Phone: 305-274-4805

CLIENT ADDRESS:

1992 SW 1st Street Miami, FL 33135 Email: kbechtelheimer@cphcorp.com

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: December 16, 2021

B. Plans, reports, specifications and other documents provided by the Client prior to this Agreement date.

C. Other exhibits marked and described as follows: Exhibit I 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 invoice is to be mailed for approval to someone other than the account charged, please indicate where, below:

Social Security Number or Firm: Federal Identification No.:

Address: City: Zip:

Attention: Title:

IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their duly authorized representatives

CLIENT UNIVERSAL ENGINEERING SCIENCES

BY (Signature) BY (Signature)

TYPED NAME TYPED NAME

TITLE TITLE___

DATE DATE

Return Executed Copies to: Universal Engineering Sciences 8050 NW 77th Court, Medley, FL 33166

Phone (305) 249-8434 Fax (305) 249-8479

Work Authorization / Proposal Acceptance Form

I. Scope of Services and Understanding of Project (See attached proposal or as indicated below)

UES Opportunity No.: 2130.1221.00012

Geotechnical Exploration: $2,959.50

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 ½ %) 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 12/04/20