CN-370000-HW683-DC030C.pdf

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Master Agreement FL|HW683|90e8124b5a65e607dedb86d39c72016e
Contract number
HW683
Issued by
Florida

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Document Summary

This is a Task Assignment (TA) under Contract HW683 issued by the State of Florida Department of Environmental Protection (FDEP) to Geosyntec Consultants, Inc. for annual groundwater monitoring services at the A1A Cleaners site located at 110 E 1st Ave #E, Nassau County, Callahan, Florida (ERIC Project #4937). The task assignment is effective through December 31, 2025, with project management led by Safa Shariat (FDEP) and Blaine Dawson (Geosyntec). The contract authorizes Geosyntec to conduct monitoring activities in accordance with the contractor's scope of work, cost estimate, and schedule received on June 8, 2025.

The total contract value is $22,810.06 on a fixed unit rate basis, allocated across four subtasks: Subtask 2 (Groundwater Monitoring) at $12,580.64 due September 26, 2025; Subtask 1 and 3 (Project Management and Groundwater Monitoring Report) at $7,633.06 due October 31, 2025; and Subtask 4 (PFAS Sampling and Reporting) at $2,596.36 due October 31, 2025. The scope includes collection of 27 groundwater samples from monitoring wells for volatile organic hydrocarbon (VOH) analysis using EPA Method 8260B, water level measurements, preparation of a comprehensive groundwater monitoring report signed by a licensed professional geologist, and expanded PFAS groundwater monitoring from 15 wells to evaluate delineation of observed impacts. Investigation derived waste management and disposal costs are included, with Hulls Environmental Recovery selected as the subcontractor for non-hazardous drum disposal at $206.00. The total labor commitment is 134 hours, reduced from an initial proposal of 138 hours through negotiations with FDEP.

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Funding Information:

Org. Code E.O.

Object Code

Budget Entity Appropriation

Category Grant # Project # Year Amount

Additional Funding Information attached on separate page.

Rev. 8/26/2020

STATE OF FLORIDA

DEPARTMENT OF ENVIRONMENTAL PROTECTION

Task Assignment This Task Assignment (TA) is entered into between the Parties named below, pursuant to Contract Number: .

1. TA Number: TA Completion Date:

TA Description:

2. Parties State of Florida Department of Environmental Protection (Department)

Department Project Manager: Department Project Manager Phone:

Contractor Name: (Contractor ) ntractor’st ’s Project Manager: ontractor’s t’s Project Manager Phone:

3. Project Number:

(If different from TA Number)

Project Location(s):

Project Name:

4. As consideration for the services rendered by Contractor under the terms of this TA, the Department shall pay the Contractor on the following bas s, up to the Total TA Value as indicated below:

Fixed Price:

Fixed Unit Rate: (Extended Price)

Cost Reimbursement:

Total TA Value:

5. The Parties agree to comply with the terms and conditions of the underlying the Contract, and the following attachments which are hereby incorporated by reference:

Attachment 1:

Additional Attachments (if necessary):

IN WITNESS WHEREOF, this TA shall be effective on the last date signed below.

State of Florida Department of Environmental Protection

CONTRACTOR Department

Name:

Title: Secretary or Designee

(Authorized Signature) (Authorized Signature)

Date:

Additional signatures attached on separate page.

HW683

DC030C December 31, 2025

This TA authorizes Geosyntec to conduct Annual Groundwater Monitoring for VOHs and PFAS at the the A1A Cleaners site in accordance with the Geosyntec scope of work, cost estimate, and schedule received on June 8, 2025.

Safa Shariat 850-245-8788 Geosyntec

Blaine Dawson 904-450-4271

ERIC_4937

110 E 1st Ave #E. Nassau County, Callahan, FL 32034

A1A Cleaners

$ 22,810.06

$ 22,810.06

Scope of Work

Geosyntec

Todd Kafka

Contract Manager

Todd Kafka, P.G. Digitally signed by Todd Kafka, P.G.

Date: 2025.06.17 16:46:57 -04'00'

Mubeen Darji

Mubeen Darji, P.E. Digitally signed by Mubeen Darji, P.E.

Date: 2025.06.17 14:27:27 -04'00'

N/A

Task Assignment Notification/Change Order Deliverables and Invoice Schedule Attachment

Contract Number:

Task Assignment #:

Deliverables:

Deliverable Deliverable Due Date

Invoice Schedule:

Requirements for Invoice Submittal Amount to be Invoiced

TOTAL COST

FLORIDA DEPARTMENT OF

Environmental Protection

Bob Martinez Center 2600 Blair Stone Road

Tallahassee, FL 32399-2400

Ron DeSantis Governor

Secretary

Memorandum

TO:

FROM:

Negotiation File

ERIC

, Project Manager

SUBJECT: Negotiation Summary

DATE:

Task Assignment (HW68 )

LEVEL OF EFFORT/EXPENSE WORKSHEET

SITE : A1A Cleaners SUBTASK: Groundwater Monitoring

DATE: 6/8/2025

LABOR CATEGORY *PROVIDE TIME REQUIRED FOR EACH PERSON

STAFF-TITLE WORK DESCRIPTION HOURS

Senior Professional B. Dawson

Senior Staff Professional D. McGill

Staff Professional J. Page 30

TOTAL LABOR 69

VEHICLE TYPE RATE UNIT USEAGE

Truck $120.00 Day 3 $360.00 Subtotal $360.00

TOTAL VEHICLE $360.00

SUBCONTRACTOR COSTS

NAME PURPOSE COST

IDW

Hulls $206.00 $206.00

Subtotal $206.00

TOTAL SUB $206.00

LABORATORY COSTS

PARAMETER RATE # SAMPLES #QAQC

VOHs $73.00 27 0 $1,971.00

TRPH $88.00 3 0 $264.00

Subtotal $2,235.00 Shipping

Large Cooler (25 to 50 lbs) $150.00 2 $300.00 Subtotal $300.00

TOTAL LAB $2,535.00

EQUIPMENT ITEM RATE COSTING UNIT USEAGE TOTALS

Analytical Related Groundwater Sampling Kits (2 x 3 days) $290.00 Day 6 $1,740.00

Subtotal $1,740.00 IDW Related

Drum $100.00 Drum 1 $100.00 Subtotal $100.00

Expendables $40.00 Day 3 $120.00

Subtotal $120.00

TOTAL EQUIPMENT $1,960.00

Property owner and tenant notifications (1 hr). Evaluating and interpreting field data (1 hr).

Prepare field package (1 hr). Review and signature of waste profile and manifest, including pickup coordination (1 hr).

Field preparation (1); Mobe 3 days @ 1.5 hr/day (5); calibrate sampling equipment (3 days @

0.5 hr/day; 2) measure water levels in 29 site wells (3); groundwater sampling (14 wells @ 1.5 hr/well - 21); sample management (1); IDW management (1); prepare field package (1).

Mobe 3 days @ 1.5 hr/day (5); calibrate sampling equipment (3 days @ 0.5 hr/day; 2) measure water levels in 29 site wells (3); groundwater sampling (13 wells @ 1.5 hr/well - 20).

6/17/2025 Page 3 of 5 Subtask 2

SUBTASK: Groundwater Monitoring Report

DATE: 6/8/2025

LABOR CATEGORY *PROVIDE TIME REQUIRED FOR EACH PERSON

STAFF-TITLE WORK DESCRIPTION HOURS

Principal

T. Kafka 2

Senior Professional B. Dawson 22

Professional

C. Saville 8

Administrative Assistant

P. Gallagher 1

TOTAL LABOR 33

Report formatting and PDF compilation

Develop recommendations and path forward

Groundwater contours and groundwater results figures

Preparation of Groundwater Monitoring Report (PG cert)

6/17/2025 Page 4 of 5 Subtask 3

SUBTASK: PFAS Sampling and Reporting

DATE: 6/8/2025

LABOR CATEGORY *PROVIDE TIME REQUIRED FOR EACH PERSON

STAFF-TITLE WORK DESCRIPTION HOURS

Principal

T. Kafka 1

Senior Professional

B. Dawson 2

Professional

C. Saville 3

Senior Staff Professional D. McGill

Staff Professional J. Page 4

TOTAL LABOR 20

Data evaluation and path forward recommendation for PFAS assessment

Prepare PFAS evaluation in GMR

PFAS groundwater results figures

Sample 8 wells for PFAS including additional decon procedures (8 wells @ 0.5 hr/well = 4 hrs). IDW management (1 hr). Sample management for FDEP lab (2 hr); Prepare GW results tables (3 hr).

Sample 7 wells for PFAS including additional decon procedures (7 wells @ 0.5 hr/well = 4 hrs)

6/17/2025 Page 5 of 5 Subtask 4

1200 Riverplace Boulevard, Suite 710 Jacksonville, Florida 32207

PH 904.858.1818

FAX 904.396.1143

www.geosyntec.com

16 June 2025

Ms. Sarah Aduwa Florida Department of Environmental Protection Waste Site Cleanup Section 2600 Blair Stone Road Tallahassee, FL 32399-2400

Subject: Annual Groundwater Monitoring Scope of Work/Level of Effort A1A Cleaners 450026 State Road 200, Callahan, Florida

FDEP ERIC ID ERIC_4937

Dear Ms. Aduwa, Geosyntec Consultants, Inc. (Geosyntec) has prepared this scope of work (SOW), Cost Estimate Form (CEF), and Level of Effort (LOE) for conducting annual natural attenuation monitoring (NAM) of chlorinated solvents at the A1A Cleaners Site (Site) located in Callahan, Florida. A copy of the CEF and LOE is provided as Attachment A. The monitoring activities in this SOW were recommended in the October 2024 Supplemental Site Assessment Report and discussed during Geosyntec’s annual site review meeting with FDEP on April 29, 2025.

On 28 May 2025, Geosyntec confirmed that a Site Access Agreement (SAA) was executed with Cook Family Shopping Center, LLC, on 18 April 2023 as the real property owner of the A1A Cleaners Site (ERIC_4937) located at the above address. The Nassau County property appraiser database indicates the property owner since 3 December 2015 is “Cook Family Shopping Center, LLC,” and that the property has not changed ownership since then. As a result, Geosyntec believes the current SAA remains in force.

Subtask 1 – Project Management

Blaine Dawson, Senior Geologist, will be the project manager (PM), and his PM hours are directly computed.

Ms. Sarah Aduwa 16 June 2025

Subtask 2 – Groundwater Monitoring

Subtask 2 includes costs associated with the collection of groundwater samples from 27 monitoring wells (MW001 through MW019, MW021 through MW024, EW001, and PZ001 through PZ003).

Below is a summary of the sampling locations and analyte list.

UIC groundwater samples (3) will be collected from MW002, MW019, and PZ003. The UIC groundwater samples will be submitted to a fixed-base laboratory and analyzed for TRPH by FL-PRO.

Performance groundwater samples (27) will be collected from MW001 through MW019, MW021 through MW024, EW001, and PZ001 through PZ003 and analyzed for VOHs by EPA Method 8260B.

Consistent with previous sampling events, groundwater level measurements will also be collected from the monitoring well network within a 24-hour period on the first day of field activities. Wells located on adjacent parcels and within the wooded terrain must be accessed on foot (see attached figure).

The monitoring wells will be sampled using a peristaltic pump in general accordance with the Florida Department of Environmental Protection Standard Operating Procedures. The samples will be stored on ice and shipped to the analytical laboratory under chain of custody for analysis under standard turnaround times.

Purge water generated during sampling activities will be placed in a 55-gallon drum and manifested for off-Site disposal. Investigation derived waste (IDW) will be staged in the rear of the facility. Historical analytical results (VOHs and PFAS) indicate IDW has been non-hazardous;

however, to verify applicability with the current waste profile, Geosyntec proposes the collection of a liquid IDW sample for analysis of PFAS. Geosyntec has assumed disposal of the IDW drum as non-hazardous; however, if concentrations in the waste profiling sample indicate exceedance of hazardous limits, a change order will be submitted for the additional disposal costs. Bid costs prepared by the waste disposal companies are included in Attachment A.

Subtask 3 – Groundwater Monitoring Report

Geosyntec will prepare an Annual Groundwater Monitoring Report documenting the results of the depth to groundwater measurements and chlorinated solvent concentrations. The report will contain tables summarizing field/laboratory groundwater data, two figures showing groundwater flow direction(s), one groundwater results figure, and a summary of the groundwater monitoring event. The report will be signed and sealed by a Florida-licensed professional geologist. A final signed waste manifest for IDW transport and disposal will also be included in the Groundwater Monitoring Report.

Subtask 4 – PFAS Sampling and Reporting

Geosyntec will conduct PFAS groundwater monitoring activities concurrently with those described in Subtask 2. These sampling activities are proposed to evaluate the PFAS groundwater impacts observed during initial PFAS screening activities in October 2022. Exceedances of the provisional groundwater cleanup target level was observed at monitoring wells MW006 and PZ003, with the summation of PFOA and PFOS exceeding 300 nanograms per liter (ng/L) at monitoring well MW006 (500 ng/L). Due to the limited nature of the initial screening efforts (five wells sampled), an expanded PFAS sampling plan has been included in Subtask 2 that includes sample collection from each of the 15 Site monitoring wells (MW002, MW003, MW006, MW007, MW008, MW010, MW012, MW015, MW016, MW021-MW024, EW001, and PZ003) to evaluate delineation of the observed groundwater impacts.

PFAS samples will be collected using low-flow purging via a peristaltic pump in accordance with draft SOPs for PFAS sampling developed by FDEP and the SOPs for PFAS sampling prepared by Geosyntec for use at FDEP’s Site Investigation Section firefighting training facilities. PFAS free water will used to decontaminate the water level meter between sampling wells. Supplemental labor for PFAS field handling and sampling that will be performed in concert with the VOH sampling in Subtask 2 has been included in the LOE.

Geosyntec understands that the FDEP laboratory will analyze the 15 groundwater samples for PFAS constituents, and the FDEP will ship the sampling kits to Geosyntec. Based on the location of the Site, Geosyntec anticipates shipping the samples to the FDEP laboratory. Geosyntec assumes that the FDEP laboratory will provide return shipping labels with the sampling kits.

The PFAS analytical results will be presented within the annual groundwater monitoring report included in Subtask 3.

Invoice and Deliverable Schedule:

Subtask Deliverable Deliverable

Date Invoice Amount

Submittal of groundwater sampling field notes and IDW manifest

26 September

$12,580.64

1, 3, 4 Submittal of Groundwater Monitoring Report

31 October

$10,229.42

Total $22,810.06

As always, it is a pleasure to work with the FDEP. If you require any additional information or have any questions, please contact Blaine Dawson at 904.450.4271.

Sincerely, Blaine Dawson, P.G.

Senior Geologist

Todd K. Kafka, P.G.

Sr. Principal Hydrogeologist

Attachments

ATTACHMENT A

SUBCONTRACTOR COST

EVALUATION AND QUOTES

1 Drum $206 1 Profile Fee (PFAS) $350 1 Drum $105 1 Drum $195 1 Transportation $425

Note: The selected subcontractor is highlighted in yellow.

* indicates requires PFAS profiling and disposal if any present or historical detections

Subcontractor Evaluation: A1A Cleaners, Callahan, Florida

WRI/Moran

$206.00 $545.00 $530.00

IDW DISPOSAL

Hulls Erwin Remedation*

408 Ditmar Street Pensacola, FL 32503

ErwinRemediation@Gmail.com - P.O. Box 884 Gulf Breeze, FL 32562

(850) 292-6511

To: Ms. Maria Lemes Geosyntec Consultants, Inc.

19321 US Highway 19 North Clearwater, FL 33764

December 16, 2024

Re: Non-Hazardous Drum Disposal of PFOS/PFAS Impacted Materials

Ms. Lemes:

The price for the transportation and disposal (T&D) of 55-gallon drums of non-hazardous soil, mud, and water is listed below:

Impacted with Non-Hazardous Petroleum or Chlorinated Solvents:

Description Rate Unit

T&D - Non-Haz Soil $ 110.00 Per Drum

T&D - Non-Haz Mud/Water $ 125.00 Per Drum

Impacted with Non-Hazardous PFAS/PFOS:

Description Rate Unit

Profile Fee (Charged once per site) $ 350.00 Per Site

T&D - Non-Haz PFOS/PFAS Impacted Soil $ 195.00 Per Drum

T&D - Non-Haz PFOS/PFAS Impacted Mud/Water $ 195.00 Per Drum

Dry cleaning sites will require 8260-VOH lab analysis and PFAS sites will require the full FDEP lab analysis for IDW waste characterization.

This quote is valid for 120 days.

Respectfully, Jonathan Erwin Erwin Remediation, Inc.

Email: ErwinRemediation@Gmail.com Office: (850) 292-6511

Profile Fee (Charged once per site) $ 350.00 Per Site

T&D - Non-Haz PFOS/PFAS Impacted Mud/Water $ 1$ 195.00 Per Drum

Proposal No.

Date

: 2 -AK0

: /3 /202

PROPOSAL & SHORT FORM AGREEMENT FOR WASTE DISPOSAL SERVICES

Additional Terms:

Drums must be labeled, securely closed and free of leaks.

All Services subject to a minimum charge of $195 Standby to be charged at an additional $145/hr Water treatment loads containing equal to or greater than 2% solids will be assessed a solids surcharge of $0.68/gallon, applies to the solids portion of the load only.

Payment Terms: [NET 30 Days] In addition to the charges above, Customer shall reimburse Water Recovery for any tariff, permit or approval fees, tax surcharges or sales, or use or any other applicable fees related to the performance of the Services.

Proposal is based upon accuracy of information provided by Customer; any changes to the waste stream data or site conditions may result in additional charges.

Prior to commencement of Services, Water Recovery must r - Hazardous Waste Stream Profile and inventory (if applicable).

This Proposal, the attached General Terms and Conditions, and any documentation referenced above shall constitute the entire agreement between Water Recovery and Customer with respect to the waste handling, transportation, and/or disposal of the waste identified above. By signing below, the undersigned represents his/her authority to bind Customer and generator (if different than Customer) to the terms and conditions herein. Water Recovery may withdraw this Proposal prior to acceptance, at any time.

Dated this 3 day of , 202 .

WATER RECOVERY CUSTOMER

(Signature)

(Signature)

WATER RECOVERY CUSTOMER

Company : Water Recovery, LLC Company :

Contact : Amanda Kimball Contact :

Street : 1819 Albert St. Street :

City, State, Zip : Jacksonville, FL 32202 City, State, Zip :

Phone : 904-475-9320 Phone :

E-mail : akimball@wrijax.com E-mail :

Geosyntec Consultants

Blvd.

FL

@geosyntec.com

WASTE AND SERVICES INFORMATION

Generator : Various (as manifested) Waste Description : Non-hazardous industrial waste Waste Location : Various (as manifested) Anticipated Volume : Various Anticipated Frequency : As Needed Disposal Quote : Water Treatment Non-hazardous waste - $0.18/gallon

Solidification Non-hazardous waste - $0.68/gallon Non-hazardous drum disposal - $105/drum PFAS Rate varies, please call for quote

Transportation : Local (Jacksonville)- $425/load, plus fuel surcharge (currently 8.5%) Brunswick, GA- $595/load, plus fuel surcharge (currently 8.5%) Orlando/Titusville, FL- $1,025/load, plus fuel surcharge (currently 8.5%)

Description of Services : Transportation and disposal of non-hazardous waste.

Documentation : Proposal No.: 2 -AK0 and General Terms and Conditions

Non-hazardous drum disposal - $105/drum

Local (Jacksonville)- $425/load, plus fuel surcharge (currently 8.5%)

Printed Name/Title

Printed Name/Title

GENERAL TERMS AND CONDITIONS

1. Agreement. These General Terms and Conditions and attached Proposal (including any documentation referenced transportation, and/or management services identified on the attach identified on the Proposal and any applicable waste profile form(s) submitted by Customer and approved by Water this Agreement and

2. Nonconforming Waste. Any waste, substance, and/or material tendered or delivered by Customer to Water Recovery (in any manner) that is not in strict conformance with the description or information on the applicable Waste Profile, as well as any substance or waste considered hazardous under any applicable federal, state, or local statute, regulation, or ordinance or by any governing agency, shall be deeme

3. Customer Warranties. Customer hereby represents and warrants the following: (i) the wasted tendered to or received by Water Recovery pursuant to this Agreement is not considered Nonconforming Waste; (ii) Customer and its subcontractors (of any tier), shall comply with all applicable laws, ordinances, regulations, orders, permits, or other legal requirements executing this Agreement on behalf of another party (including but not limited to the generator of the waste) Customer represents and warrants that it has authority to bind the other party to the terms and conditions of this Agreement and if not, shall remain responsible to Water Recovery for the same.

4. Water Recovery Warranties. Water Recovery represents and warrants that it will perform the Services in a safe and workmanlike manner, consistent with reasonable industry standards, and in accordance with all applicable federal, state, and local laws, ordinances, orders, rules, and regulations.

5. Term of Agreement. This Agreement shall commence upon the effective date indicated on the Proposal and shall terminate upon the completion of Services unless otherwise terminated earlier by Water Recovery. Water Recovery may terminate this Agreement for convenience by providing Customer with thirty (30) days written notice or immediately in the event Customer is in material breach of this Agreement which shall to timely pay any amounts owed to Water Recovery; (ii) any actual or alleged violation of any applicable federal, state, or local statute, regulation, ordinance, permit, or regulatory agency directive by Customer, its subcontractors (of any tier), or any entity or personnel whom Customer is responsible for; (iii) any attempt to or actual tender of Nonconforming Waste to Water Recovery (in any manner whatsoever); and (iv) any breach of Section 9 below.

6. Inspection/Rejection of Waste. Title to and liability of the waste shall remain with Customer and/or the generator at all discretion, it i cost and expense: (i) reject and return the waste to Customer; (ii) require Customer to remove and dispose of the Nonconforming Waste; (iii) elect to handle the Nonconforming Waste as described in Section 7 below; (iv) or any other course of action deemed necessary to comply with applicable federal, state, or local statutes, laws, regulations, ordinances, permits, or regulatory agency directives, guidance, or orders. Customer shall be responsible for any additional forth herein.

7. Special Handling; Nonconforming Waste. If Water Recovery elects to handle any Nonconforming Waste, Water Recovery shall have the right to manage the same in a manner deemed appropriate by Water Recovery and Customer shall be responsible for any and all related additional expenses as set forth in Section 6 above.

8. Indemnification. To the fullest extent allowable by law, the parties shall be responsible for the following allocations of liability:

a. Water Recovery. Water Recovery shall defend, indemnify, and hold harmless Customer from and against any and all claims, liabil fault including but not limited to negligence, strict liability, breach of its warranty obligations in Section 4 above, or obligations will not apply to occurrences involving Nonconforming Waste.

b. Customer. Customer shall defend, indemnify, and hold harmless Water Recovery and its parent, subsidiary, and from and against any and all Claims arising from or related to this Agreement or the Services provided hereunder and this Agreement (including Section 3 above), or any other legal theory of liability attributable to Customer or its other subcontractors of any tier in the performance of this Agreement.

c. Waiver of Immunity. In furtherance of the foregoing indemnity obligations, Customer and Water Recovery agree to waive any immunity afforded to it under workers compensation or similar law.

9. Facility Access -loading waste in the manner directed by Water Recovery. Customer and its subcontractors (of any tier) shall comply with all rules of the facility and directions given by Water Recovery personnel. Water Recovery may revoke or deny Customer (or its subcontractors of any tier) access to the facility in the event Customer, or its subcontractors (of any tier), fail to follow any such directives, rules, or regulations, and Water Recovery shall not be responsible for any expenses related to such removal.

10. Charges and Payments. Payment to Water Recovery shall be deemed earned as Services are performed and Customer shall make payment to Water Recovery without offset or deduction the earlier of: (i) the payment term indicated on the Proposal or (ii) if no payment term is expressly indicated, within net thirty (30) da invoice. Late payments shall earn interest at the rate of 1.5% per month, or the maximum amount permitted by law, whichever is less. Customer shall be responsible for and shall reimburse Water Recovery for any and all costs and

11. Consequential Damages. Neither party shall be responsible for any consequential, incidental, punitive, or special damages whatsoever (including but not limited to, business interruption, extra expense, loss of use of any property, or delay) arising out of or relating to the Services and/or this Agreement, howsoever caused and regardless of whether the same results from the negligence of a party, or otherwise and even if the possibility of such was or could have been foreseeable.

Force Majuere. Except for the obligation to make payments hereunder, neither party shall be in default for its failure to perform or delay in performance caused by events beyond its reasonable control, including, but not limited to, strikes, riots, imposition of laws or governmental orders, fires, acts of God, and inability to obtain equipment, and the affected party shall be excused from performance during the occurrence of such events

12. Counterparts and Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute the same agreement. Facsimile or email signatures and/or acknowledgement and acceptance shall be considered valid.

13. Severability. The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the balance of the provisions shall be considered reformed to reflect the intent of the parties to the greatest extent possible consistent with applicable law.

Governing Law, Venue and Legal Fees. The interpretation and performance of this Agreement shall be governed by the laws of the state of Florida which the Services are performed and any litigation or dispute arising in connection with this Agreement shall be settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules, and judgment on the award entered by the arbitrator(s) may be entered into any court having jurisdiction thereof. The substantially prevailing party shall be entitled to its legal fees and costs with respect to any litigation or dispute arising pursuant to this Agreement.

14. Entire Agreement, Neutral Construction and Headings. This Agreement constitutes the entire agreement between the parties and expressly supersedes and negates any prior or contemporaneous agreements, whether written or oral. This Agreement may not be modified or amended except by a writing signed by both parties. The parties agree that each has had the opportunity to review the terms of this Agreement and to request any desired changes or clarifications and this Agreement shall be construed neutrally, and as the commemoration of the mutual assent of both parties, rather than for or against either party. The title of this Agreement and headings used herein are for reference only and shall not be construed to give any substantive meaning.

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