CN-370000-CN212-T8CO2.pdf

Florida Department of Environmental Protection

TASK ASSIGNMENT CHANGE ORDER FORM

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Required Signatures: Adobe Signature

FDEP Contract No.: Task Assignment No.: Change Order No.: Project No.:

Project Location: Project Name:

Consultant Name:

Consultant Representative: Phone: Email:

FDEP Contract Manager: Phone: Email:

Description and Justification of Change:

Change in Task Amount:

Item Reimbursement Fixed Fee Total

Original Task Amount:

Task amount including all previous Change Orders:

Net increase/decrease in task amount for this Change Order:

Total Amounts with all Change Orders:

Change in Task Time:

Original Task Execution Date:

Original Task End Date:

Present Task End Date:

Net Change in Days:

New Task End Date:

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:

CN212 TA8 02 61211C & 61210C

Florida Geological Survey Florida Geological Survey Phase III Renovations

Dodstone Architects

Karin Zawrotny, AIA 850-656-7326 kzawrotny@dodstone.com

Don Page 850-245-2671 don.page@dep.state.fl.us

Perform a lead based paint survey in the renovation area of the DEP Annex and Warehouse per the attached proposal dated 10/23/20 and extend the contract to 12/31/2021 to allow time for construction inspections.

$ 700.00 $ 44,402.63 $ 45,102.63 $ 700.00 $ 47,257.18 $ 47,957.18 $ 0.00 $ 1,816.31 $ 1,816.31

$ 700.00 $ 49,073.49 $ 49,773.49

11/12/2019

12/31/2020

12/31/2020

12/31/2021

Greg Turral Gregory Turral Digitally signed by Gregory Turral Date: 2020.11.03 15:01:06 -05'00'

Don Page Don Page Digitally signed by Don Page Date: 2020.11.03 15:11:47 -05'00'

Philip Stone P.T. Stone Digitally signed by P.T. Stone Date: 2020.11.09 17:12:26 -05'00'

Joel Dodson Joel L Dodson Digitally signed by Joel L Dodson Date: 2020.11.11 14:04:25 -05'00'

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

Digitally signed by Michael W.

Foster Jr., P.E.

Date: 2020.11.12 15:25:25 -05'00'

61210C 37050101002 083643/20 408001 U3200 134000 PF $ 908.16

61211C 37050101002 083643/20 408001 U3200 131500 PF $ 908.15

$ 1,816.31

Dodstone Architects | 3011-1 Powell Road | Tallahassee, FL 32308 | 850.656.7326 | #AA26001632

Subtask 1c Lead Paint Testing

Firm Name Position Classification Hourly Rate /Unit Price

Hours/ Quan.

Total Fixed Price Cost

Dodstone Architects Principle $168.00 0.5 $84.00 Registered Architect $133.00 3 $399.00

$483.00

NOVA Staff Engineer $78.03 7 $546.21 Principle Engineer $274.55 2 $549.10 Secretary/Clerical $58.00 1 $58.00

$1,153.31

NOVA Field/Lab Expenses Sample Analysis $12.00 15 $180.00

$180.00 As-Built Review $1,816.31

1c

Subtask 1b wiman_a Cross-Out wiman_a Cross-Out wiman_a Cross-Out wiman_a Text Box 1c wiman_a Text Box 1c wiman_a Text Box 1c

P R O F E S S I O N A L | P R A C T I C A L | P R O V E N

4 7 7 0 W o o d l a n e C i r c l e – S u i t e A , T a l l a h a s s e e , F l o r i d a 3 2 3 0 3 t . 8 5 0 . 4 2 1 . 6 6 8 2 / f . 8 5 0 . 2 4 9 . 6 6 8 3 / u s a n o v a . c o m

October 15, 2020

FFLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION

3900 Commonwealth Boulevard Tallahassee, Florida 32399

Attention: Ms. Karin Zawrotny, AIA, LEED AP BD+C Dodstone Architects

Subject: Limited Pre-Renovation Lead Based Paint Survey

3917 COMMONWEALTH BOULEVARD

Tallahassee, Leon County, Florida 32304

NOVA Proposal Number 017-30208786

Dear Ms. Zawrotny:

NOVA Engineering and Environmental LLC (NOVA) appreciates the opportunity to submit this proposal to Florida Department of Environmental Protection (“Client”) to provide environmental services for the property located at 3917 Commonwealth Boulevard in Tallahassee, Leon County, Florida. This proposal summarizes our understanding of the project, describes our approach to the work, and presents our cost estimate and schedule.

PROJECT INFORMATION

NOVA understands that the Client is requesting a Pre-Renovation Lead Based Paint (LBP) Survey for the restrooms, exterior panels above windows of the Annex Building and the roofs above two (2) stairwells, ceilings at the top of the stairwells, and walls and raised floors on the second floor of the Warehouse Building and at the ceiling of the two (2) Stairwells in the Warehouse Building at 3917 Commonwealth Boulevard located in Tallahassee, Florida. . Based on pictures provided by Ms. Zawrotny and review of the Leon County Property Appraiser information (Leon County Property Appraiser Identification Number 211930 B0030), the building is constructed with rigid framing, precast panel exterior walls and built up, composite roofing. The building was reportedly built in the early 1982. An aerial photo of the building is provided below.

3917 Commonwealth Boulevard – Lead Based Paint Assessment October 15, 2020 Florida Department of Environmental Protection 017-30208786

Page. 2

PPROPOSED SCOPE OF SERVICES

LEAD BASED PAINT SURVEY SCOPE

NOVA will complete a lead-based paint (LBP) survey of the buildings located at the property noted above.

Testing will be performed in accordance with methodology detailed in the 1995 Housing and Urban Development (HUD) Guidelines for the Evaluation and Control of Lead-Based Paint Hazards in Housing, Chapter 7, Lead-Based Paint Inspection, as amended in July of 2012.

Testing will be performed by collecting up to ffifteen ((15) paint chip samples that will be sent to a AIHA-LAP accredited lab utilizing Flame Atomic Absorption Spectroscopy (FAAS). Testing will be directed by individuals certified by the State of Florida and the Environmental Protection Agency (EPA) in Lead-Based Paint Inspection. Testing of the subject property will include interior and exterior painted surfaces of the designated building.

An electronic version of the report will be delivered to the Client. Hardcopies of the report can be provided to the Client upon request.

3917 Commonwealth Boulevard – Lead Based Paint Assessment October 15, 2020 Florida Department of Environmental Protection 017-30208786

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CCLIENT- PROVIDED INFORMATION

Our proposal assumes the following information will be provided by the Client in a timely manner:

• Obtain the necessary authorizations to allow NOVA to have ready access to the Subject Property during normal working hours throughout the performance of these services.

• Identify and make available a site contact person familiar with the nature of the activities that are being or have been conducted at the Subject Property and who will provide NOVA with access to the property.

•The Client will also obtain permission from current and/or past owners to conduct interviews with occupants. If the subject property owner is not you, our Client, you will take all necessary steps to secure permission for NOVA’s entry on to the property and into any structure on site, if such services require our presence on site and within the structure(s). You will provide us written proof of such permission prior to our mobilization. In addition, you agree to indemnify, defend and hold us harmless for all liabilities, both alleged and actual, that arise as a result of NOVA’s presence on this site.

COMPENSATION

The fee for our proposed scope of services will be as noted below:

Limited Pre-Renovation LBP Survey (up to 15 samples)…………………………………………………………………..…$1,333.31

The noted cost includes the electronic submittal of the written report to our client, or to other parties specified by you. Sample Analysis for the Lead Samples are based on a 1 Week Lab Turn-Around-Time (TAT), if a faster TAT is required or requested NOVA can accommodate at additional cost to the client.

Final costs will be based on the actual completed scope of work (if adjustments are required) and the NOVA the attached unit rate schedule. We will not exceed the authorized budget without prior approval.

3917 Commonwealth Boulevard – Lead Based Paint Assessment October 15, 2020 Florida Department of Environmental Protection 017-30208786

Page. 4

SSCHEDULE AND AUTHORIZATION

We will initiate the work upon written receipt of authorization to proceed. We anticipate that the field work will take approximately one (1) day to complete. We will keep you verbally informed of our progress and will deliver the final report within three (3) weeks of receipt of written authorization to proceed. If a faster turnaround time is needed, please let us know, and we will make every effort to meet your schedule.

NOTE: Due to unforeseen circumstances in the global spread of the COVID-19 virus, NOVA may be limited in its ability to complete timely project activities due to federal and state mandated restrictions and/or shortage of staff due to ailments or quarantine requirements.

This proposal is an agreement for our services defined herein and is valid for a period of ninety (90) days from the date of issuance. It was prepared specifically for the Client and its designated representatives and may not be provided to others without NOVA’s express permission. The person authorizing this proposal on behalf of the Client does hereby warrant that they have full authority to do so.

To formalize the agreement between us, please execute a copy of the attached Professional Services Agreement (please check each authorized service) and return it to us. Exceptions to this proposal, and/or special requirements not covered in this proposal should be listed on the Proposal Acceptance Sheet.

Please note that the final report cannot be issued without formal, written authorization.

NOVA appreciates the opportunity to offer our services on the subject project. Please contact us if you have any questions or if we may be of further service.

Sincerely, NOVA ENGINEERING & ENVIRONMENTAL LLC

ASBESTOS BUSINESS LICENSE #ZA 308

Juan Mojica, Florida E.I. 1100020419 Larry Schmaltz, P.E., G.C.

Staff Engineer Senior Vice President- EPA Certified Lead Based Paint Inspector Florida Environmental Services Manager LBP-I-I205478-1 USEPA Certified Lead Inspector/Risk Assessor

Attachment: Professional Services Agreement General Terms & Conditions

Professional Services Agreement

Date: October 15, 2020 Proposal Number: 017-30208786

PROJECT NAME AND ADDRESS: CLIENT NAME AND ADDRESS:

3917 COMMONWEALTH BOULEVARD FLORIDA DEPARTMENT OF ENVIRONMENTAL

PROTECTION

3900 Commonwealth Boulevard Tallahassee, Florida 32399

ATTENTION: Ms. Karin Zawrotny Email: kzawrotny@dodstone.com Phone: 850-656-7326 (Office)

Tallahassee, Leon County, Florida 32304

Environmental Services (reference Scope of Work included herein).

Limited Pre-Renovation LBP Survey (up to 15 samples) ................... $$1,333.31

All work will be in accordance with NOVA’s General Terms and Conditions attached hereto. NOVA will invoice monthly and our payment terms are net 30 days. This proposal is valid for 90 days.

If this proposal is acceptable, please sign and return this professional service agreement and attached proposal to jmojica@usanova.com and cpennington@usanova.com or fax to (850) 249-6683

AUTHORIZED BY: IINVOICE TO:

Signature Firm

Name Name

Title Address

Federal Tax ID Date

Accepted

NNOVA Engineering and Environmental LLC

GENERAL TERMS AND CONDITIONS

Rev. 10-2016 - Florida Page 1 of 3

1. SCOPE OF WORK

NOVA Engineering and Environmental LLC (NOVA) shall perform the services limited to and specifically defined in this Agreement (including any Project Specific condition attached hereto) and shall invoice the Client in accordance with the compensation section of this Agreement. Any estimate of cost to the Client as stated in this Agreement or any of the accompanying schedules shall not be considered as a fixed price, but only an estimate (unless otherwise specifically stated in this Agreement). NOVA will provide additional services under this Agreement as requested by the Client in writing subject to acceptance by NOVA. Client will be invoiced for additional services at NOVA’s standard rates or as mutually agreed upon, including but not limited to, re-reviews, re-inspections, re-tests, stand-by time, scope changes, services outside normal business hours or services provided beyond the estimated project duration. To the extent these General Terms and Conditions are part of a proposal for services, the proposal shall be valid for ninety (90) days unless otherwise stated. Once a proposal is accepted, these General Terms and Conditions shall apply to all services performed and shall survive any termination of the Agreement or completion of services.

Notwithstanding any other provision of this Agreement or any other agreement entered into by NOVA with respect to the Project, NOVA shall not have control or charge of, and shall not be responsible for, construction means, methods, techniques, sequences or procedures, for safety precautions and programs in connection with work or activities at the project site, for the acts or omissions of any contractor, subcontractors or any other persons performing any work or undertaking any activities at the project site, or for the failure of any of them to carry out any work or perform their activities in accordance with their contractual obligations, including, but not limited to, the requirements of any drawings, specifications or other documents prepared by NOVA (if any).

The review of contractor submittals (for example, shop drawings or project samples) is not included in NOVA’s Scope of Services unless specifically set forth in this Agreement. If such services are to be provided, the review is conducted only for the limited purpose of checking for conformance with information given and the design concept expressed in the construction drawings and specifications prepared by NOVA (or by others if so set forth in the Agreement) and is not conducted for the purpose of determining the accuracy and completeness of details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the contractor, all of which remain the responsibility of the contractor to the extent required by its contract. NOVA's review shall not constitute approval of safety precautions or of construction means, methods, techniques, sequences, or procedures. NOVA's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the drawings, specifications and other documents applicable to the contractor's obligations, NOVA shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the drawings, specifications and other documents prepared by NOVA.

Neither site visits for any purpose nor the observation by NOVA of any contractor's work are included in NOVA's scope of services unless specifically set forth in this Agreement. If NOVA is engaged to visit the site and conduct observations of a contractor's work, NOVA shall provide such services at the intervals agreed with Client in writing (or if no such interval is agreed upon in writing, then at such intervals as NOVA deems appropriate given any budgetary constraints imposed by Client), subject to any limitations on the number of such visits set forth in this Agreement. The general purpose of such observations is to become generally familiar with the progress and quality of the construction work as described in the drawings, specifications or other documents specifically identified in this Agreement and to determine, in general, if such construction work is proceeding in accordance with such drawings, specifications or other identified documents. NOVA shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of such construction work. On the basis of such on-site observations as an engineer, NOVA shall keep Client informed of the progress and quality of such construction work and shall endeavor to guard the Client against defects and deficiencies in such work of contractor.

2. RIGHT OF ENTRY

The Client, at its sole cost and expense, will provide for reasonable right of entry of NOVA personnel to perform the scope of work and all necessary equipment to the project site or sites, in order to complete the work.

3. INVOICES

NOVA will submit invoices to Client monthly and a final bill upon completion of services. There shall be no retainage, unless otherwise agreed upon in the Agreement. NOVA shall furnish insurance certificates, lien waivers, affidavits or other reasonably available documents as and when requested by Client provided all amounts due to NOVA have been paid.

Payment is due within thirty (30) days after the receipt of invoice. Interest charges will start to accrue forty-five (45) days from the invoice date. Client agrees to pay an interest charge equal to the lesser of one and one-half percent (1½%) per month, or the maximum rate allowed by law, on past due accounts. NOVA shall be entitled to recover any and all costs incurred, including attorneys' fees (“Collection Costs") in connection with its efforts to collect past due sums. The minimum amount of such Collection Costs is agreed to be the lesser of (1) ten percent (10%) of the past due amount or

(2) the maximum amount allowed by law. Any attorney’s fees, collection fees or other costs incurred in collecting any delinquent amount shall be paid by Client. The Client agrees to pay NOVA for its services in accordance with this Agreement, regardless of whether or not he has been paid by his client.

In the event that the Client disputes any items billed in an invoice, the Client shall notify NOVA within ten (10) days specifying the complaint and, in the meantime, all amounts to which there is not a reasonable and good faith dispute to payment shall be paid promptly. Any dispute not raised within such ten (10) day period is waived. The Client's failure to make timely payment due under this Agreement in accordance with the terms of this Agreement shall constitute a material breach of this Agreement and NOVA shall be entitled, upon seven (7) days written notice to Client to terminate this Agreement or, at its option, suspend its performance until all sums then due under this Agreement have been paid.

If NOVA is called upon by Client, or subpoenaed by any other person, to testify or produce records in an action at law, equity, arbitration, or in a pre-trial hearing or conference, as to any work performed by anyone in connection with the Project, NOVA shall be paid by the Client for all time spent while testifying and preparing therefor and producing such records in accordance with the rates set forth in the attached Agreement.

4. SAFETY

NOVA is only responsible for the safety on site of its own employees and subcontractors. However, this shall not be construed to relieve the Client or any of its contractors from their responsibilities for maintaining a safe jobsite. Neither the professional activities of NOVA, nor the presence of NOVA’s employees and subcontractors shall be construed to imply NOVA has any responsibility for job safety or any activities on site performed by personnel other than NOVA’s employees or subcontractor.

5. STANDARD OF CARE

Service performed by NOVA under this Agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions in the location where the services are to be performed (“Standard of Care”).

Notwithstanding anything in this Agreement to the contrary, NOVA shall only be liable to pay damages to Client arising out of or in connection with the Services or this Agreement, to the extent that such damages are caused by, and are in proportion to, the negligence of, or breach of the Standard of Care by, NOVA. If NOVA is considered to be liable jointly with any third parties, the portion of damages payable by NOVA shall be limited to the portion of liability which is attributable to NOVA's breach of the Standard of Care on a comparative fault basis. Client acknowledges that NOVA's services will be rendered without any warranty, express or implied and all such warranties are expressly waived by Client. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party, including the project owner (if not the Client) and any contractor, subcontractor, vendor or material supplier, against either the Client or NOVA.

6. INSURANCE & GENERAL LIABILITY

NOVA represents and warrants that it and its agents, staff and consultants employed by it are protected by worker’s compensation insurance and that NOVA has such coverage under public liability and property damage insurance policies which NOVA deems to be adequate and in line with other professional service firms currently practicing under similar conditions.

Certificates for all such policies of insurance shall be provided to Client upon request in writing. Additional insurance, if requested in writing by Client prior to commencement of services, will be obtained by NOVA, if procurable, and charged to the Client.

Rev. 10-2016 - Florida Page 2 of 3

The Client shall cause any contractor responsible for the construction of work (or related activities) designed, specified or reviewed by NOVA or responsible for any other activities relating to NOVA’s services, to hold harmless, indemnify and defend NOVA, to the fullest extent permitted by law, from and against any and all damages, liabilities, claims, suits, costs and expenses (including reasonable attorney's fees and other costs of investigation and defense) arising in connection with the negligence, breach of contract or strict liability of any contractor or any of their subcontractors or any of their vendors. Client shall also name, and cause such contractor(s) to name, NOVA as additional insureds on its and each such contractor's Commercial General Liability insurance policy and Umbrella/Excess liability insurance policy (with policy limits at the greater of the limits required for the Project or Five Million Dollars per occurrence and in the per project aggregate) and to maintain such coverage until the completion of its contract and to provide NOVA with a Certificate of Insurance so naming NOVA as an additional insured on an annual basis for so long as Client and/or contractor maintains or is obligated to maintain such coverage.

7. DISPUTES

All claims, disputes, controversies or matters in question arising out of, or relating to, this Agreement or any breach thereof, including but not limited to disputes arising out of alleged design defects, breaches of contract, errors, omissions, or acts of professional negligence, (collectively “Disputes”) shall be governed by Florida law and shall be submitted to non-binding mediation before and as a condition precedent to pursuing any other remedy. Upon written request by either party to this Agreement for mediation of any dispute, Client and NOVA shall select a neutral mediator by mutual agreement. If a Dispute cannot be settled through mediation as set forth above, then such Dispute, if involving amounts less than $100,000, shall be decided by binding arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then in effect, or any other appropriate rules upon which the parties may agree following termination of mediation. Notwithstanding any other provisions of this Section, in no event shall a demand for mediation be made, or any other proceeding initiated, more than two (2) years from the date the party making demand knew or should have known of the dispute or five (5) years from the date of substantial completion of Nova’s Services, whichever date shall occur earlier. All mediation, arbitration, or litigation shall take place in Broward County, Florida, unless the parties agree otherwise. The fees of the mediator or arbitrator(s) and the costs of transcription and other costs incurred by the mediator or arbitrator(s) shall be apportioned equally between the parties. Thereafter, with respect to any Disputes involving amounts equal to or greater than $100,000, if any legal action or other proceeding is brought with respect to such Dispute, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees, costs and expenses, incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

8. DELAYS IN WORK

In no event, will NOVA will be responsible for delays in the work which is beyond our reasonable control or caused by Client or its agents, consultants, contractors or subcontractors. Stand-by or non-productive time for delays in our work caused by Client or its agents, consultants, contractors or subcontractors may be charged to the Client unless provided for as a separate item in the Agreement or otherwise as mutually agreed upon.

9. TERMINATION

This Agreement may be terminated by either party upon thirty (30) days written notice in the event of substantial failure by the other party to perform in accordance with the terms of the Agreement. Such termination shall not be effective if that substantial failure has been remedied before expiration of the period specified in the written notice. In all events of termination, NOVA shall be paid for services performed up to and through the date of termination plus reasonable expenses to demobilize. In the event of termination, or suspension for more than three (3) months, NOVA shall, at its option, be permitted to terminate this Agreement upon seven (7) days written notice to Client. Further, if said termination is prior to NOVA’s completion of all reports contemplated by this Agreement, NOVA may complete such analyses and records as are necessary to complete its files and may also complete a report on the services performed to date of notice of termination or suspension. The expenses of termination or suspension shall include all direct costs of NOVA in completing such analyses, records, and reports and shall be due and payable by Client promptly upon invoice from NOVA, together with all reasonable termination costs and expenses.

10. ASSIGNS

This Agreement may not be assigned by either party without the prior written consent of the other party, provided, however, that NOVA may assign this Agreement in the case of sale of all or substantially all of its assets or equity.

To the extent consent is required it shall not be unreasonably withheld.

11. OWNERSHIP OF DOCUMENTS

All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates and other documents prepared by NOVA, as instruments of service, shall remain the property of NOVA and shall retain all common law, statutory and other reserved rights, including copyrights (“NOVA Documents”). Contingent on the Client's full and timely payment of all sums due under this Agreement, NOVA grants Client a non-exclusive license to use the final and complete versions of the NOVA Documents solely and exclusively for purposes set forth in this Agreement. The forgoing license does not extend to any CADD files or 3D model created by NOVA, unless expressly set forth herein. If NOVA Documents are prepared "for construction", the license granted in the preceding sentences of this Paragraph permits the Client to authorize the contractor and subcontractors, and material or equipment suppliers to reproduce applicable portions of NOVA Documents solely and exclusively for use in performing their services or construction for the Project. NOVA Documents shall only be used for their intended purpose. NOVA Documents are not to be used on other projects, for alternations, extensions or additions to this Project or for completion of this Project by others, except by agreement in writing and with appropriate compensation to NOVA. If Client is granted a license with respect to any CADD files or 3D models, Client agrees to be bound to the terms of the NOVA License for Use of Electronic Files and 3D Models. 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 whatsoever. NOVA will retain all pertinent records relating to the services performed for a period of three (3) years following submission of the report, during which period the records will be made available to the Client at all reasonable times and an administrative fee may be charged to the Client for retrieval and reproduction of such records.

12. FAILURE TO FOLLOW RECOMMENDATIONS

NOVA will not be held liable for problems that may occur if NOVA’s recommendations are not followed.

13. LIMITATION OF LIABILITY

Client agrees that the work created pursuant to this Agreement is for the sole and exclusive use of Client and is not for the benefit of any third parties. Client acknowledges and agrees that in no event shall the liability of NOVA in connection with this Agreement or the services provided pursuant thereto exceed the fee actually paid to and received by NOVA under this Agreement or $100,000 whichever is greater. This Agreement and the services to be performed hereunder shall in no way be construed as a guarantee of deficient-free construction.

Notwithstanding anything to the contrary contained in this Agreement or provided for under any applicable law, neither NOVA nor Client shall be liable to the other party, either in contract or in tort, for any consequential, incidental, indirect, special or punitive damages, including without limitation any delays damages, loss of future revenue, income or profits or any diminution of value, financing costs or costs of lost opportunities relating to this Agreement, the services or the Project, whether or not the possibility of such damages has been disclosed to the other party in advance or could have been reasonably foreseen by such other party.

14. IINDEMNIFICATION

Client agrees, to the fullest extent permitted by law, to indemnify, defend and hold harmless NOVA, and its officers, directors, agents and employees and any of them (collectively, the “NOVA Parties”) from all claims, actions, damages, liabilities, losses, costs and expenses, including reasonable attorney’s fees and defense costs (collectively “Losses”), arising out of, or in any way connected with, the performance or nonperformance of NOVA’s obligations under this Agreement (including, without limitation, any act of negligence, omission or default by the NOVA Parties), up to an amount not to exceed the greater of $100,000 or twelve times the amount of the fees charged for the services provided by NOVA in connection with this Agreement and the services hereunder. The parties agree that the foregoing amount of said indemnification bears a reasonable commercial relationship to the services provided by NOVA and that the indemnification provided herein is considered a part of the project specifications.

Notwithstanding the foregoing, the NOVA Parties shall not be entitled to indemnification hereunder for any Losses resulting from the NOVA Parties’

Rev. 10-2016 - Florida Page 3 of 3 gross negligence, or willful, wanton or intentional misconduct or for any statutory violation or punitive damages (except to the extent the statutory violation or punitive damages are caused by or result from the acts or omissions of Client or any of the Client’s contractors, subcontractors, sub-subcontractors, materialmen or agents of any tier or their respective employees). Except as set forth in the preceding sentence, the NOVA Parties rights to indemnification shall include, without limitation, indemnification for any and all Losses which may be suffered by any NOVA Party as a result of any (i) failure of Client to follow or implement any of its recommendations, (ii) any breach by Client of its obligations under the Agreement, and (iii) exposure of NOVA’s employees or agents to any hazardous materials at the jobsite.

Upon notice by the NOVA Parties, Client shall defend the NOVA Parties with counsel chosen by NOVA Parties, subject to the consent of Client, which consent shall not be unreasonably withheld. The parties agree that this duty to defend is separate and distinct from any indemnity obligation, and the duty shall extend to any claims asserted against the NOVA Parties arising out of or related to the project, regardless of whether Client is obligated to indemnify the NOVA Parties for the loss, claim, or damage.

15. HAZARDOUS MATERIALS

It is acknowledged by both parties that NOVA’s scope of services does not include any services related to asbestos or hazardous or toxic materials unless specifically identified in our scope of services. In the event NOVA or any other party encounters asbestos or hazardous materials at the jobsite, or should it become known in any adjacent areas that may affect the performance of NOVA’s services, NOVA may, without liability for consequential or any other damages, suspend performance of services on the project until the Client retains appropriate specialist consultants or contractors to identify, abate and/or remove the asbestos, hazardous or toxic materials and warrant that the jobsite is in full compliance with applicable laws and regulations. In addition, the Client shall hold harmless, defend and indemnify NOVA Parties, from and against any and all Claims arising, in whole or in part, out of the discovery, presence, handling, removal or disposal of, or exposure of persons to, any hazardous materials in any form at the Project site, including, but not limited to, asbestos, asbestos products, polychlorinated biphenyl (PCB), bacteria, mold, fungi, lead based paints or other similar materials or other toxic substances, infectious materials, or contaminants.

16. SAMPLE DISPOSAL

Unless other arrangements are made, NOVA will dispose of all soil and rock samples remaining at the time of report completion. Further storage or transfer of samples can be arranged at Client’s prior written request, subject to a reasonable charge by NOVA. Client acknowledges that contaminated drill cuttings, sample spoils, wash water, and other materials may be produced as a result of encountering hazardous materials at the site. In such event, NOVA shall properly contain, label, and store such materials on-site, and Client shall be responsible for its proper transportation and disposal.

17. AQUIFER CONTAMINATION

Client acknowledges that it is impossible for NOVA to know the exact composition of a site’s subsurface, even after conducting a comprehensive exploratory program. As a result, there is a risk that drilling and sampling may result in contamination of certain subsurface areas. Although NOVA will take reasonable precautions in accordance with the Standard of Care to avoid such an occurrence, Client waives any claim against, and (without limiting the generality of Section 14 hereof) agrees to indemnify and hold harmless NOVA in accordance with the terms and conditions set forth in this Agreement from any claim or liability for injury or loss which may arise as a result of subsurface contamination caused by drilling, sampling, or monitoring well installation. Client also agrees to adequately compensate NOVA for any time spent and expenses incurred in defense of any such claim.

18. DEFINITIONS

As used herein, the following words and their derivative words or phrases have the meanings indicated, unless otherwise specified in the various sections of this Agreement.

AGREEMENT: means the Agreement between the parties, which shall describe and govern Client’s engagement of NOVA to provide services in connection with the project or work identified in the proposal (Proposal), and consists of the Proposal, these General Terms and Conditions, and any exhibits or attachments referenced in any of these documents.

CERTIFY, CERTIFICATION: NOVA’s opinion based on its observation of conditions, knowledge, information and beliefs. It is expressly understood such opinions relieve no other party of any responsibility or obligation he or she has accepted by contract or custom.

ESTIMATE: An opinion of probable cost for services made by NOVA. The accuracy of probable cost for services opinion cannot be guaranteed.

INSPECT, INSPECTION: The visual observation of certain aspects of construction to permit NOVA to render its professional opinion as to whether the contractor is performing the Work in a manner indicating that, when completed, the Work will be in general accordance with the approved documents. Such observations do not relieve any party from fulfillment of their customary and contractual responsibilities and obligations.

19. LIMITATION OF LIABILITY

It is intended by the parties to this Agreement that NOVA’s services under this Agreement shall not subject NOVA’s individual employees, officers, shareholders, managers, members or directors to any personal legal exposure for the risks associated with the services to be rendered on the project. Therefore, and notwithstanding anything to the contrary contained herein, the Client agrees that as the Client’s sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against NOVA, a Delaware limited liability company, and not against any of NOVA’s employees, shareholders, officers, managers, members or directors.

TO THE FULLEST EXTENT PERMITTED BY LAW,

PURSUANT TO FLORIDA STATUTE § 558.0035, NO

EMPLOYEE, OFFICER, SHAREHOLDER, MANAGER,

DIRECTOR OR AGENT OF NOVA SHALL BE

INDIVIDUALLY LIABLE TO CLIENT OR ANY OTHER

PERSON FOR ANY NEGLIGENCE, MISCONDUCT OR

WRONGFUL ACTS IN CONNECTION WITH THE

PERFORMANCE OF SERVICES UNDER THIS

AGREEMENT OR OTHERWISE, WHETHER SUCH CLAIMS

ARE BASED IN CONTRACT, STATUTE, OR TORT.

20. MISCELLANEOUS

AMENDMENT: This Agreement may be amended, modified or supplemented, but only in writing signed by each of the parties hereto.

WAIVERS: The failure of a party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term contained in this Agreement shall be effective unless in writing and signed by the waiving party, and no waiver in any one or more instances shall be deemed to be a continuing waiver of any such condition or breach in other instance or a waiver of any other condition or breach of any other term.

SEVERABILITY: If any provision or sub-provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions or sub-provisions contained herein shall not be affected thereby.

INTEGRATION: This Agreement represents the entire understanding and agreement among the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations (if any) made by and among such parties.

SOVEREIGN IMMUNITY: In the event that the Client is the State of Florida or another “state agency or subdivision” within the meaning of Florida Statute Section 768.28(2), then NOVA (and all NOVA Parties) shall for all purposes provided in this Agreement and otherwise be deemed an agent of the Client for purposes of sovereign immunity whether under Florida Statute Section 768.28 and otherwise, including without limitation Florida Statute Section 768.28(9)(a). Client shall fully cooperate, at its sole cost and expense, with NOVA and take all necessary and appropriate actions to qualify NOVA (and the NOVA Parties) for and defend its and their right of sovereign immunity as an agent of the Client for purposes of Florida law, including without limitation under Florida Statute §768.28.

NOVA Employees: Client agrees not to recruit or hire any NOVA employee currently or previously working under this Agreement during the contract period or within twelve months of termination of the contract, either for themselves or any third party. In the event Client violates this clause, NOVA shall have the right of injunctive relief, and Client shall pay NOVA $25,000 or 25% (percent) of the employee’s current annual, base salary, whichever is greater, with payment being made within 15 days of NOVA’s written notice to Client of said violation.