HomeMy WebLinkAboutCity of Tamarac Resolution R-2023-054Temp. Reso. # 13936
May 10, 2023
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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
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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
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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
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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
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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
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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—
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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.
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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.
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