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HomeMy WebLinkAboutCity of Tamarac Resolution R-2023-054Temp. Reso. # 13936 May 10, 2023 Page 1 of 4 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2023 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, TO APPROVE TASK AUTHORIZATION NUMBER 23-14S WITH ENVIRODESIGN ASSOCIATES, INC. ("EDA") FOR SOURCE REMOVAL PLANNING and MONITORING AT SABAL PALM PARK LOCATED AT NE 47th AVENUE, IN ACCORDANCE WITH THE CITY'S CONSULTING ENGINEERING AGREEMENT AS AUTHORIZED BY RESOLUTION NO. R-2022-138, IN AN AMOUNT NOT TO EXCEED A CONTRACT COST OF $159,950.00, A CONTINGENCY IN THE AMOUNT OF $15,995.00 WILL BE ADDED FOR A PROJECT TOTAL NOT TO EXCEED $175,845.00; AND TO AUTHORIZE THE APPROPRIATE CITY OFFICIALS TO EXECUTE PROCUREMENT AND IMPLEMENTATION OF SAID PROPOSAL; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Commission of the City of Tamarac has planned certain improvements at the Sabal Palm Park site, including, but not limited to, a restroom, playground, multi -purpose field, picnic shelter, basketball court and a parking lot; and WHEREAS, City of Tamarac desires to develop a plan that lays out the requirements and such remediation will make the property suitable for development for its intended use; and WHEREAS, due to the previous use of the property as a golf course, elevated levels of arsenic were encountered on portions of the property during a limited phase 2 environmental assessment; and WHEREAS, it was determined that additional sampling, testing, and permitting is required; and WHEREAS, the City of Tamarac must develop a Remedial Action Plan to ensure Temp. Reso. # 13936 May 10, 2023 Page 2 of 4 safe and proper removal or relocation of impacted soils; and WHEREAS, EDA, has been pre -qualified as an approved consultant for architectural services by the City of Tamarac as authorized by Resolution No. R-2022- 138, incorporated herein by reference and on file at the Office of the City Clerk; and WHEREAS, the Public Works Director recommends approval of EDA Task Authorization #23-14S for proposed services to develop a Sampling Plan, a Site Assessment, development of a Remedial Action Plan, and Permitting activities at the proposed park property at NW 47th Avenue. Additionally, during the construction phase, EDA will perform the required Natural Attenuation Monitoring and Reporting and assist in developing a declaration of Restrictive Covenant. A copy of Task Authorization #23-14S is included herein as Exhibit 1"; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interest of the citizens and residents of the City of Tamarac to approve EDA Task Authorization #23-14S, and to authorize the appropriate City Officials to execute procurement and implementation of said Task Authorization in an amount not to exceed a contract cost of $159,950.00 a contingency in the amount of $15,995.00 will be added for a project total not to exceed $175,945.00 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, THAT: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Temp. Reso. # 13936 May 10, 2023 Page 3 of 4 Resolution. All exhibits attached hereto and referenced herein are incorporated and made a specific part of this Resolution. SECTION 2: The approval and execution of Task Authorization Number 23-14S, is HEREBY approved and, the appropriate City Officials are HEREBY authorized to implement Task Authorization 23-14S, in accordance with the City's Consulting Engineering Agreement as authorized by Resolution No. R-2022-138, and expenditure in an amount not to exceed the contract cost of $159,950.00 a contingency in the amount of $15,995.00 will be added for a project total not to exceed $175,945.00, for said purpose, is HEREBY approved. SECTION 3: The City Manager, or his designee, is hereby authorized to make changes, issue change orders in accordance with Section 6-147 of the City Code, and close the contract award including, but not limited to, making final payment within the terms and conditions of the contract and within the contract price. SECTION 4: If any clause, section, other part, or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 5: If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are declared to be severable. Temp. Reso. # 13936 May 10, 2023 Page 4 of 4 SECTION 6: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 10t'--day of nA-y 2023. ATTEST: KIMB RLY DILLON, CMC CITY CLERK MICHELLE J. GO EZ MAYOR RECORD OF COMMISSION VOTE: MAYOR GOMEZ DIST 1: V/M BOLTON DIST 2: COMM. WRIGHT JR DIST 3: COMM. VILLALOBOS DIST 4: COMM. DANIEL APPROVED AS TO FORM AND LEGAL SUFFICIENCY FOR THE USE AND RELIANCE OF THE CITY OF TAMARAC ONLY. H NS OTTINOT CITY ATTORNEY EnviroDesign Associates ina. www.envdesign,0M April 12, 2023 Attn: Ronald Stein Sr. Project Manager City of Tamarac 6011 Nob Hill Rd Tamarac, FL 33321 RE: SAMPLING PLAN AND BUDGETARY ESTIMATES SABLE PALM TRACT G PARK, Sable Palm Avenue, Tamarac, FL 33319 (EDA Proposal No. 19137B) Task Authorization - 23-14S Dear Ron: EnviroDesign Associates, Inc. (EDA) appreciates the opportunity to present this proposal for the completion of a Sampling Plan and Budgetary Estimates at the proposed Sable Palm Tract G Park. (Site). The purpose of this project is to facilitate the selection of a remediation strategy for the Site that is protective of human health and the environment, and considers the proposed property use, identifies risks posed by the contamination based on the proposed use, and describes how these risks will be managed including engineering or institutional controls, as appropriate. SITE HISTORY On December 30, 2019, EDA completed a Phase I Environmental Site Assessment (ESA) that identified Recognized Environmental Conditions (REC's). Supplemental Limited Phase II testing was completed on March 17, 2000. Phase II testing revealed elevated levels of Arsenic in the soil and groundwater of the Site. The Site's former use was row crop farming in the 1950's and later as part of the Sabal Palm Golf Course in the 1970's through 1990's. The Sabal Palm Golf Course is identified in the Broward County Contaminated Sites database as an Arsenic -impacted Site. Golf greens and bunkers were observed in the Site area on historical aerial photographs. Golf course operations have historically included the use of Monosodium Methyl Arsenate (MSMA), an arsenic -based herbicide. The legal application of MSMA and other agrichemicals over time as part of golf course and agricultural operations can result in elevated concentrations of Arsenic, pesticides and herbicides in the soil and groundwater at concentrations exceeding the soil and groundwater cleanup target levels, as defined in Chapter 62-777 F.A.C. Given the levels of Arsenic detected in the soil and groundwater during this investigation, additional assessment in accordance with Chapter 62-780 FAC including the preparation of a Site Assessment Report was recommended. As such, we present the following Scope of Services. 19137B- Sampling Plan and Budgetary Estimates _REV 1 1$55 Dr. Andres Way, Suite is Delray Beach, Florida 33445 Phone (561) 274-65oo info@envdesign.com 1 of 8 SCOPE OF WORK SOIL & GROUDNWATER SAMPLING PLAN (Anticipated Timeframe, 4-6 weeks) Prepare a soil & groundwater sampling plan to further evaluate elevated levels of inorganic Arsenic detected at the Site during Phase II soil and groundwater sampling activities. The plan will be submitted to Broward County Resilient Environment Department for review and approval prior to implementing field sampling activities. Significant modification of the sampling scope may result in additional costs not anticipated in the Site Assessment Report (SAR) estimate. ESTIMATED FEE: $4,950.00 SITE ASSESSMENT REPORT/REMEDIAL ACTION PLAN (Anticipated Timeframe, 270 days from Soil & Groundwater Sampling Plan Approval) Prepare a combined Site Assessment Report/Remedial Action Plan in accordance with Chapter 62-780 requirements. Alternate Cleanup Target Levels to be applied in accordance with the State of Florida Department of Environmental Protection (FDEP) guidelines for Risk Assessment and Exposure Scenarios. The information collected in the Site Assessment phase will be used to prepare a Soil Management Remedial Action Plan for the off -site removal, or on -site relocation of Arsenic impacted soils from the Sable Palm Tract G Park Property. Using data, analyses and supporting information gathered from the completion of Site Assessment Activities, EDA will prepare recommendations for Remedial Action to address elevated levels of Arsenic detected in the soil at the Site. Based on our current knowledge of conditions at the Site, the anticipated remedial activities are to include but are not limited to Source Removal, Berm Installation, Soil Mixing, Clean Fill Installation, off -site disposal, and the implementation of engineering and institutional controls. Site Assessment Report/Remedial Action Plan to include a general Dewatering Plan. BUGETARY ESTMATE: $80,000.00 to $110,000.00 Timeframe: The proposed Scope of Work will be completed with the requirements of Chapter 62-780 and the minimum time frames of Table A. A minincum of 90 days, following tl:e receipt of the Purchase Order and approved EAR License, will be required to obtain the necessary well permits, collect samples, conduct surveying and SAR/RAP report subfnittal. Actual timeframes will be contingent on -site access, regulatory input and contaminants of concern detected. Standard laboratory turnaround times (5 to 7 business days) to be applied. SABLE PALM TRACT G PARK EnviroDesign EDA Proposal No. 19137B Associates Inc 2 of 8 01www.enwlesiqn.com SOURCE REMOVAL (Anticipated Timeframe, TBD) Complete Source Removal Activities in accordance with Chapter 62-780 requirements. Soils to be relocated on -site, with the highest concentrations detected placed as a perimeter berm or beneath an impervious surface as an engineering control. BUDGETARY ESTIMATE: to be determined based on results of additional testing NATURAL ATTENUATION MONITORING* *The actual scope and/or appropriateness of Natural Attenuation Monitoring (NAM) can only be determined by the results of the Site Assessment Report activities defined above. Therefore, it is premature to specify an actual budget for Natural Attenuation Monitoring at this time. However, based upon our previous work completed at the nearby Colony West Championship Course and the Colony West Golf Maintenance Area, we believe that we can draw some similarities to these past projects and that it is relatively safe to assume that similar NAM activities will apply to this project. With these assumptions in mind, we are happy to provide this general estimate for budgetary purposes only. Should additional SAR testing reveal higher levels of Arsenic, pesticides, or herbicides than the levels previously detected in the groundwater during our Limited Phase II Site Assessment, it could drastically alter or nullify the scope of the NAM budget and timeframe presented below: (Anticipated Timeframe, 1-year) In order to qualify for a conditional closure and Declaration of Restrictive Covenant we will be required to provide four quarters of groundwater quality monitoring associated with the recommendations for conditional closure by 62-780.680 (3) Risk Management Options Level III — A No Further Action with institutional controls. BUDGETARY ESTIMATE: $25,000.00 to $35,000.00 DECLARATION OF RESTRICTIVE COVENANT (Anticipated Timeframe, TBD) Consulting services to assist in obtaining a Declaration of Restrictive Covenant (DRC). Legal input to be provided by City of Tamarac Counsel. EnviroDesign Associates Ino. wwv+.envdesign.com BUDGETARY ESTIMATE: $6,000.00 to $10,000.00 3of8 SABLE PALM TRACT G PARK EDA Proposal No. 19137B CONTINGENCIES • With exception to monitoring well permits, the budgets quoted herein do not include any permitting or agency fees. Restoration of incidental damage from Site Assessment, Drilling, and Testing (such as, but not limited to Landscaping and Irrigation Damage) will be the responsibility of the client. We anticipate that engineering controls will be required as part of any arsenic impacted soil relocation efforts. A minimum of two feet of clean fill will likely be needed as cover for the arsenic impacted soils, subject to approval by Broward County Resilient Environment Department. Additional testing may be warranted, should evidence of additional contaminants other than Arsenic be identified. Any additional testing will be completed under separate cover. The Remedial Action Plan is for soil management only, no groundwater remediation is included in this scope -of -work. • Remediation costs, source removal, excavation, soil mixing or replacement, or similar measures are to be completed under a separate agreement and are NOT included in this Scope of Work. ADDITIONAL SERVICES: Estimated fee does not include disposal cost of investigative derived waste. If warranted, 55- gallon drums will be provided at a rate of $75 per drum. Laboratory disposal analysis and disposal costs to be provided under a separate agreement. If the findings of our Site Assessment document additional contaminants, additional testing may be warranted. This assessment does not include the preparation of a Risk Based Corrective Action (RBCA) report, Natural Attenuation Monitoring Plans (NAMP) or similar investigative measures. These services, if necessary, will be completed under separate cover. Services not specifically identified within this scope of services may be approved by the Client on an as -needed basis and will be invoiced in accordance with the attached hourly rate schedule or under a separate fixed -fee agreement. Such services would include, but are not limited to, utility location and/or coordination, additional soils and/or groundwater evaluation, and storing on -site and disposing of investigative derived wastes. LIMITATIONS The proposed scope of work is based on a reasonable level of investigation within normal bounds and standards of professional practice for a property in this particular geographic and geologic setting. The findings of this investigation are not intended to serve as an audit of health and safety or compliance issues pertaining to improvements or activities on -site. While every effort was made to sample in representative and suspect locations, we are not able to guarantee or warrant that all impacted soil and/or groundwater will be discovered. This assessment is not considered to be a complete assessment of soil and groundwater contamination at the subject property. Unknown EnviroDesign Associates Inc. www.emdesign.com H.: SABLE PALM TRACT G PARK EDA Proposal No. 19137B conditions may exist in areas of the site not tested as part of this investigation. EDA is not responsible or liable for the discovery and elimination of hazards that may potentially cause damage, accidents, or injuries. All observations and conclusions pertaining to environmental conditions at the subject property are necessarily limited to conditions observed and or material reviewed at the time this study was undertaken. No other warranty, expressed, or implied is made with regard to the conclusions presented within this report. This report is provided for the exclusive use of The City of Tamarac. This report is not intended to be used or relied upon in connection with other projects or by other unidentified third parties without express written consent of EDA. The use of this report by any undesignated third party or parties will be at such party's sole risk and EDA disclaims liability for any such third -party use or reliance. We appreciate the opportunity to offer our professional services. Please feel free to call to discuss the proposal in detail once you have had a chance to review. Sincerely yours, EnviroDesign Associates, Inc. Scot E. Wehmeyer, Senior Project Manager EnviroDesign IAssociates Ina. wwwenvdesiqn.com 5 of 8 SABLE PALM TRACT G PARK EDA Proposal No. 19137B Authorization to Proceed EnviroDesign Associates, Inc. is hereby authorized to proceed with the Sampling Plan and Budgetary Estimates described in this proposal. Standard Terms and Conditions are attached and are hereby made a part of this Agreement by reference. A 25% draw upon issue of the purchase order is required upon inception of this agreement and the remaining balance will be invoiced monthly on an as completed basis. Final payment is due upon completion of the investigation and delivery of the report to the client. Standard Terms and Conditions are attached and are hereby made a part of this Agreement by reference. POSITION EXPERT WITNESS PRINCIPAL PROFESSIONAL ENGINEER/GEOLOGIST STAFF ENGINEER OR GEOLOGIST FIELD OR ENVIRONMENTAL TECHNICIAN COMPUTER DRAFTING/PLOTTING CLERICAL CLIENT CORP: I hereby authorize Name (sign): Name & Title: $225 $175 $145 $115 $75 -d herein: Date: 1 qZ3 ENVIRODESIGN ASSOCIATES, INC. Y UName (sign): �� Date: I Z / /2 0Z3 Name &Title: Sr. �ro (Ma►�45ri/. (;)EnviroDesign Associates i— � wvm.envdesignxom ,AMV f:? SABLE PALM TRACT G PARK EDA Proposal No. 19137B STANDARD TERMS AND CONDITIONS FOR THE PROVISION OF ENVIRONMENTAL SERVICES L GENERAL. a.As used in this and any related contract document, "EDA," "Consultant", "we," or "us" refers to EnviroDesign Associates, Inc. and its officers, employees, and agents. "You", "Client", or "Owner" refers to the party or parties contracting with EDA. "Agreement" refers to these "Standard Terms and Conditions" and the accompanying proposal ("Proposal"). "Site" refers to any and all of the sites upon which EDA is to perform services under this Agreement. "Contractor" refers to every third party contracting with Client to perform work or services or famish materials at the site. b. EDA agrees to perform services in accordance with the Agreement. Services may be performed in any order as EDA may elect, and not necessarily in the order in which services are described in the Agreement. c. EDA shall not be obligated to perform any task beyond the Scope of Services ("Services") set forth in the Agreement. If additional services are undertaken at Client's request, including but not limited to updating or revising plans undertaken as part of the services, or if litigation services, expert, or other witness testimony is provided in any court, administrative, or arbitral proceeding (unless expressly contemplated as part of the services), Client agrees to pay at EDA's hourly rate schedule, for all services provided, including but not limited to review of documents, preparation, meeting with attorney, attendance at depositions or trial, and any travel time associated therewith. d. If included in the services, EDA will assist Client in applying for permits, certificates, or other official approvals for the project but will not be responsible for obtaining same and makes no representations or guarantee that they will be granted or issued. e. The possibility that EDA's opinion may be different from Client's expectations will not be a basis for Client withholding any portion of EDA's compensation or asserting any claim against EDA. Client acknowledges that EDA's staff includes professionals who are obligated by law and/or accepted ethical standards to apply their professional judgment, and that such judgment may not necessarily coincide with maximizing Client's expectations or financial return. f. EDA may render opinions but will not render a legal opinion and shall not be held responsible or liable for its good faith interpretation of laws, statutes, ordinances, or regulations. 2. STANDARD OF CARE. Services will be performed in accordance with generally accepted professional practice and standards at the time and place services are rendered. 3. PAYMENT. a. EDA will render invoices to Client monthly and payment is due upon receipt of the invoice. EDA will not release reports, drawings, specifications, or other work product until all outstanding invoices have been paid in full. EDA's compensation is not contingent upon Client's success in Client's project, Client's ability to obtain financing or any government approval, or upon any other condition other than that which may specifically be provided for in the Agreement. b.All payments shall be in governed by, and in accordance with, the provisions of the Local Government Prompt Payment Act, Florida Statutes, Part VII, Chapter 218, If Client's account is referred to an attorney or collection agent, independent of whether legal action is filed, Client shall be obligated to pay EDA, in addition to all other sums due, reasonable attorneys' fees and all costs of collection including but not limited to costs of mediation, depositions (whether utilized in court or not), filing fees, and expert witness fees. If Client's account is delinquent, EDA may unilaterally elect to cease providing services at any time, and EDA shall be relieved of any further obligation which it may otherwise have under this Agreement. 4. SITE; OWNER'S RESPONSIBILITIES. a. Upon execution of this Agreement, Client agrees to provide EDA with a legal description of the site and the full name of its current owner. Within five (5) days of the date of execution of this Agreement, client agrees to provide EDA with all relevant information, which relates to the site or its present or former uses, including but not limited to: i. Boundary lines and existing site plans; ii. Historical information as to prior owners and occupiers of the site and their activities, including information in the relevant land records; iii. Location of utilities, underground tanks, and other structures, and all available plans of the site; iv. The name, quantity, location, and date of release of hazardous substances known or believed to have been released at or near the site; v. Any other information reasonably requested by EDA. EDA may rely on surveys and other documents provided by the owner and prepared by other licensed professionals. b. Client will arrange for EDA, its agents and representatives, to obtain prompt access and safe access to the site and buildings thereon as required at reasonable times throughout performance of the services. If Client is not the owner of the site, EDA may require satisfactory written assurances from the owner of the site as to access and permission to perform the services. c. Under circumstances in which services include subsurface explorations, Client acknowledges that the use of exploration equipment may alter or damage the terrain, vegetation, structures, improvements, or other property at the site and hereby knowingly accepts that risk. Provided EDA uses reasonable care, EDA shall not be liable for such alteration or damage to or interference with any subterranean structure, pipe, tank, cable, or other element or condition whose nature and location are not called to FDA's attention in writing prior to the commencement of exploration. 5. LABORATORIES, SUBCONSULTANTS, AND OTHER THIRD PARTIES. If requested or agreed by the Owner, EDA may recommend that Client engage the services of laboratories, subconsultants, or other third -parties to perform suitable aspects of the services. Payment to these third -parties will be made directly by the Owner. EDA may recommend the use of such third -parties with reasonable care but does not guarantee their services and shall not be liable for their errors, omissions, or negligence. 6. TERMINATION. a. In the event Client elects to cease any further work or services being performed by EDA in connection with the subject contract, written notification of Client's request to cease further work must be received by EDA. Client hereby agrees to pay for all services performed and related expenses incurred through the business day on which written notice of termination is received, plus any amount reasonably expended beyond that date to cease services in a prompt, safe, and professional manner. b. If Client or any party sharing a direct or indirect interest with Client in the services, project, or land thereunder, is in default under this agreement or any other contract with EDA, we may cease services and/or terminate this Agreement and any or all other contracts. 7. RISK ALLOCATION PROVISIONS. Client shall be responsible and liable and defend EDA and its subconsultants and consultants from and against all claims, damages, losses, expenses, attorney's fees and costs (collectively "Claims"), whether direct or indirect, including but not limited to any claim against EDA arising from the acts, omissions or work of the Client, which are determined to be a breach of the agreement, or gross negligence on the part of the Client. Nothing herein shall constitute a waiver of sovereign immunity to which Client may be entitled pursuant to §768.28, Florida Statutes. Initial Here: 7 of 8 EDA shall be responsible and liable and defend Client and its subconsultants and consultants from and against all claims, damages, losses, expenses, attorney's fees and costs (collectively "Claims"), whether direct, or indirect„ including but not limited to any claim against Client arising from the acts, omissions or work of EDA, which are determined to be a breach of the agreement, or gross negligence on the part of the EDA. 8. HAZARDOUS SUBSTANCES Except as may be specifically provided in the Scope of Services, EDA shall have no obligation to uncover or provide any services relating to hazardous substances, known or unknown, that may be on the site. EDA is not, and has no responsibility as a handler, generator, operator, treater, storer, transporter, or disposer of hazardous substances or toxic substances. Client will be responsible for the handling, removal, treatment, storage, transportation, and disposal of all hazardous substances found or identified at the site, or in connection with the Services rendered. 9. SUBSURFACE RISKS. The Owner recognizes that special risks arise whenever environmental or related disciplines are applied to identify subsurface conditions. Even a comprehensive sampling and testing program, implemented with the appropriate equipment and experienced personnel under the direction of a trained professional who functions in accordance with a professional standard of practice, may fail to detect certain hidden conditions. Similarly, proper laboratory and sampling procedures can sometimes produce false positive results. The passage of time also must be considered, and the Owner recognizes that, due to natural occurrences or direct or indirect human intervention at the Site or the surrounding curtilage, actual conditions may quickly change. The Owner realizes these risks cannot be completely eliminated, but certain techniques may be applied to help reduce them to a level which may be tolerable to the Owner. EDA is available to explain these risks and risk reduction methods to the Owner but, in any event, the Services included in this Agreement are those which the Owner agreed to or selected given his or her own risk threshold and other considerations. 10. OWNERSHIP AND REUSE OF DOCUMENTS. All documents including drawings or specifications prepared or furnished by EDA pursuant to this Agreement are instruments of service and considered work product, with respect to the project, and EDA shall retain an ownership and property interest therein, independent of whether the project is started or completed. The Owner may make and retain copies for reference in connection with the use and occupancy of the project by the Owner and others, however, such documents are not intended to be relied upon for reuse by the Owner or others on extensions of the project or on any other project. Any use for a purpose not intended by EDA and any reuse without written consent and adaptation by EDA for the specific purpose intended, will be at the Owner's sole risk and without liability to EDA, and the Owner shall indemnify and hold harmless EDA from all claims, damages, losses, and expenses including attorneys' fees arising out of or resulting from any unauthorized use. Any necessary verification or adaptation will entitle EDA to further compensation at EDA's hourly rate schedule as it may be adjusted from time to time. 11. BINDING; WAIVER. The Agreement is binding upon and shall operate to the benefit of the Client, EDA, and their respective representatives, successors, and assigns. No failure to enforce any part of the Agreement shall operate as a waiver, render any part of the Agreement invalid, or impair the right to enforce that or any part of the Agreement in the future. 12. GOVERNING LAW; FORUM. This Agreement shall be constructed in accordance with the laws of the State of Florida. Subject to any arbitration agreement they may have, the parties agree to the exclusive jurisdiction of the state and federal courts in Florida with respect to disputes arising between them. 13. INDEPENDENT CONTRACTOR. In performing any services pursuant to the contract, EDA is any independent contractor, and not an employee, agent, partner, or joint venturer of the Owner. 14. MODIFICATIONS; PRECEDENCE; ENTIRE AGREEMENT. The terms and conditions of this Contract may be modified, only if in writing, and executed by an officer of EDA. Otherwise these terms and conditions shall take precedence over all inconsistent or contradictory provisions or representations, oral or written. This Agreement is the entire exclusive understanding of the parties and supersedes all prior representations. 15. SEVERABILITY. If any provision of this Agreement shall be finally determined to be invalid or unenforceable in whole or in part, the remaining provisions hereof shall remain in full force and effect, and be binding upon the parties hereto. The parties agree to reform or re -execute this Agreement to replace any such invalid or unenforceable provision with a valid and enforceable provision that accomplishes the intentions of the parties insofar as it relates to the stricken provision. 16. SURVIVAL. This Agreement shall survive the completion, temporary suspension of Services, and the termination of this Agreement. Initial Mere: 8 of 8