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R2022-33 Engineering Services Contract for Conceptual Designs for reconstruction of the Lighthouse Drive BridgeRESOLUTION 2022-33 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, APPROVING A PROPOSAL FROM ENGENUITY GROUP, INC. FOR PROFESSIONAL ENGINEERING SERVICES FOR THE DEVELOPMENT OF TWO CONCEPTUAL DESIGNS FOR THE RECONSTRUCTION OF THE LIGHTHOUSE DRIVE BRIDGE AND AUTHORIZING THE VILLAGE MANAGER TO EXECUTE ALL REQUIRED DOCUMENTS; AUTHORIZING THE MAYOR AND VILLAGE CLERK TO TRANSFER $91,288.00 FROM THE CAPITAL RESERVE ACCOUNT TO THE STREETS — CONSTRUCTION AND MAJOR RENOVATION CAPITAL ACCOUNT TO FUND THE EXPENDITURE; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village is a party to a Continuing Contract for Professional Engineering Services with Engenuity Group, Inc. to perform engineering and related services as Village Engineer; and WHEREAS, Village Administration recommended accepting the proposal submitted by Engenuity Group, Inc., and two of its subconsultants, Terracon Consultants, Inc. and Alan Gerwig & Associates, Inc. for professional engineering services to develop two conceptual designs for the reconstruction of the Lighthouse Drive Bridge; and WHEREAS, the Village Council seeks to amend the current Capital Projects Fund Budget to transfer $91,288.00 from the Capital Reserve Account to the Streets — Construction and Major Renovation Capital Account to fund the expenditure; and WHEREAS, the Village Council determines that adoption of this Resolution is in the best interests of the residents of the Village of North Palm Beach. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA, as follows: Section 1. The foregoing recitals are ratified as true and incorporated herein. Section 2. The Village Council hereby approves and accepts the proposal from Engenuity Group, Inc. pursuant to the Continuing Contract for Professional Engineering Services for the development of two conceptual designs for the reconstruction of the Lighthouse Drive Bridge at a total cost of $91,288.00, with funds expended from Account No. K7321-66210 (Streets — Construction and Major Renovation). The services shall be performed in accordance with all terms and conditions of the Continuing Contract. The Village Council further authorizes the Village Manager to execute all documents necessary to effectuate these services. Section 3. In order to fund this expenditure, the Village Council hereby approves a budget amendment for the transfer of funds as indicated below and authorizes and directs the Mayor and Village Clerk to execute the budget amendment for and on behalf of the Village of North Palm Beach: Page 1 of 2 Budget Amendment: Account Description Use Source Capital Projects Fund: K7321-66210 Construction & Major Renovation $91,288 K5541-66000 Reserve Expenses - Capital $91,288 Total Capital Projects Fund $91,288 $91,288 Section 4. All resolutions or parts of resolutions in conflict with this Resolution are hereby repealed to extent of such conflict. Section 5. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 28TH DAY OF APRIL, 2022. �pRT:`yA Vil •S qzeo�� r k6RIDA -Y M�R0 � • •� ATTES VILLAGE CLERK Page 2 of 2 2022 04-08 Proposal Project No. 03045.08.06 Page 1 of 6 April 8, 2022 Chad Girard, P.E Assistant Director of Public Works Village of North Palm Beach 645 Prosperity Farms Rd North Palm Beach, FL 33408 Via email: cgirard@village-npb.org) Re: Professional Civil Engineering & Surveying Services Lighthouse Drive Bridge- Conceptual Design North Palm Beach, Florida Engenuity Group Project No. 03045.08.06 Dear Mr. Girard: We are pleased to offer this proposal to render Professional Engineering and Surveying services in connection with a conceptual bridge design located along Lighthouse Drive, North Palm Beach, FL (hereinafter called the ‘Project’). Surveying Services Engenuity Group, Inc. will prepare a Topographic Survey pursuant to Chapter 5J-17.050, Florida Administrative Code, of the bridge located along Lighthouse Drive between Prosperity Farms Road and Anchorage Drive, and as further outlined in red on the attached graphic. The topographic data to be gathered will include the abutment wing walls, bulkhead, pilings embankments, sidewalks & bridge decking along with sufficient elevations along the roadway surface. Additionally, Engenuity Group, Inc will obtain five (5) cross sections on the canal. One (1) under the bridge and two (2) on either side of the bridge at fifty (50) foot intervals. See the attached Designated Scope of Services for a list of additional items to be included on the Survey. Total Fee: $8,488.00 The final deliverable will be an electronically signed and sealed copy of the Topographic Survey and the accompanying AutoCAD file which can be provided within thirty (30) business days of receiving authorization to proceed. In the event of rain delaying our field work, the delivery time will be pushed back the same number of days. DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E 2022 04-08 Proposal Project No. 03045.08.06 Page 2 of 6 Engineering Services Engenuity Group, Inc. will provide Conceptual Engineering Services for two (2) bridge/roadway alternates. We will utilitze two subconsultants; Structural Engineering with Alan Gerwig & Associates, Inc. and Geotechnical Engineering with Terracon Inc. See attached exhibits A, B and C for a more detailed scope of work for these services. A. Conceptual Engineering (Engenuity) $18,500.00 B. Structural Engineering (Gerwig) $38,800.00 C. Geotechnical (Terracon) $25,500.00 Total Engineering/Geotech Fee $82,800.00 Total Surveying and Engineering/Geotech Fee $91,288.00 Permit Fees, Reproduction Charges and Reimbursable Expenses The Total Contract Price does not include the payment of any governmental agency submittal or processing fees. The cost of these fees and any costs incurred by the office for printing, reproduction and other reimbursable expenses such as postage, travel, and document copy charges will be billed to the client monthly. Invoicing and Payment Work will be invoiced on a monthly basis for work completed to date. Invoice shall be paid in full by the Client within thirty (30) days of the invoice date, unless within such thirty (30) day period, Client notifies Engenuity Group, Inc. in writing of its objection to the amount of said invoice. Such notice shall be accompanied by payment of any undisputed portion of said invoice. If written objection is not received within thirty (30) days it shall constitute approval of invoice by Client. If the payment is not received within fifteen (15) days of billing date, a late charge will be added to the invoice in the amount of 1½ percent per month on the outstanding balance. If payment is not received within sixty (60) days of the invoice date, work may be suspended on the project until the outstanding invoice(s) are paid in full. This proposal represents the entire understanding between you and us with respect to the Project. If this satisfactorily sets forth your understanding of our agreement, please execute the attached Authorization and return it to us. If you have any questions, please do not hesitate to contact us. DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E 2022 04-08 Proposal Project No. 03045.08.06 Page 3 of 6 PURSUANT TO SECTION 558.0035 FLORIDA STATUTES, THE CONSULTANT IS THE RESPONSIBLE PARTY FOR THE PROFESSIONAL SERVICES IT AGREES TO PROVIDE UNDER THIS CONTRACT. NO INDIVIDUAL PROFESSIONAL EMPLOYEE, AGENT, DIRECTOR, OFFICER OR PRINCIPAL MAY BE INDIVIDUALLY LIABLE FOR NEGLIGENCE ARISING OUT OF THIS CONTRACT, AS LONG AS THE CONSULTANT MAINTAINS THE PROFESSIONAL LIABILITY INSURANCE REQUIRED UNDER THIS CONTRACT AND AS LONG AS ANY DAMAGES ARE SOLELY ECONOMIC IN NATURE AND THE DAMAGES DO NOT EXTEND TO PERSONAL INJURIES OR PROPERTY NOT SUBJECT TO THIS CONTRACT. Sincerely, Approved by, Jennifer Malin, P.S.M Keith B. Jackson, P.E. Director of Surveying Vice President DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E 2022 04-08 Proposal Project No. 03045.08.06 Page 4 of 6 Authorization: Professional Civil Engineering & Surveying Services Lighthouse Drive Bridge- Conceptual Design North Palm Beach, Florida Engenuity Group Project No. 03045.08.06 By: Date: Name & Title) For: Name of Company) Contract Amount: $91,288.00 DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E Village Manager 5/3/2022 Village of North Palm Beach 2022 04-08 Proposal Project No. 03045.08.06 Page 5 of 6 DESIGNATED SCOPE OF SERVICES: TOPOGRAPHIC/TREE SURVEY NAME: LIGHTHOUSE DRIVE BRIDGE ENGENUITY PROJECT NO. 03045.08.06 DATE: 4/8/2022 TASK: Topographical Survey Included in Contract Yes/No) Minimum of two permanent benchmarks per every 500’ on site; description and elevation to nearest .01’. Yes Contours at 1-foot intervals; error shall not exceed one half contour interval. No Spot elevation at each intersection of a 50-foot square grid covering the property. Yes Spot elevations at street intersection and at 100 feet on center curb, sidewalk and edge of paving including far side of paving. Yes Plotted location of structures, man-made (e.g., paved areas) and natural features. Yes Location, size, depth of water mains, and other utilities including, but not limited to, buried tanks and septic fields serving, or on, the property based on as-built information supplied by utility companies. No Location of fire hydrants available to the property. Yes Location and characteristics of power and communications systems above grade. Yes Location, size, depth and direction of flow of sanitary sewers, storm drains and culverts serving, or on, the property; location of catch basins and manholes, and inverts of pipe at each. Yes Name of the operating authority of each utility. No Elevation of water in any excavation, well or nearby body of water. Yes Extent of watershed onto the property. No Trees of 6” and over (caliper 3’ above ground); locate within 1’ tolerance and give species in English or botanical terms. Yes Specimen trees flagged by the Owner or the Architect (___ in number); locate to the center within 1’ tolerance; give species in English or botanical terms, give caliper and ground elevation on upper slope side. No Perimeter outline only of thickly wooded areas unless otherwise directed. Yes Confirm soil boring location(s). No Other (specify): 1. Datum will be National American Vertical Datum 1988 (NAVD 88) 2. No S.U.E work to be performed within this proposal 3. Any utilities attached to the bridge will be located DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E 2022 04-08 Proposal Project No. 03045.08.06 Page 6 of 6 Graphic DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E EXHIBIT “A” – ENGINEER’S SERVICES PAGE 1 OF 1 2022 04-08 Project No. 03045.08.06 EXHIBIT “A” VILLAGE OF NORTH PALM BEACH LIGHTHOUSE BRIDGE – CONCEPTUAL BRIDGE DESIGN Engenuity Group Project No. 03045.08.06 ENGINEER’S SERVICES: A1.01 Conceptual Design A. Engenuity Group will provide a topographic and hydrographic survey as outlined in the surveying services section of the proposal. B. Engenuity Group will coordinate with Terracon for the required geotechnical services for structural engineering design, as outlined in their proposal, attached. C. Engenuity Group will coordinate with Alan Gerwig and Assoc for the conceptual bridge design concepts, as outlined in their proposal, attached. D. Meet with OWNER to define and clarify OWNER’S requirements for the Project and available data. Attend up to 3 meetings overall. E. Prepare two (2) bridge/roadway approach alternative concepts for discussion and presentation to the Village. Concepts shall include presentation graphics with typical roadway sections, roadway profile grade line, and bridge/piling/bulkhead/retaining wall arrangement with low member elevation approximation. Roadway profile shall comply with local, low speed design standards to minimize longer approaches that will adversely affect private property access on all quadrants. Low member elevation shall also be maximized and will be equal or higher in elevation to the current bridge waterway clearance. F. Prepare Engineer’s Opinion of Cost for each alternative. DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E April 4, 2022 Keith Jackson, P.E. Enginuity Group 1280 North Congress Avenue, Suite 101 West Palm Beach, FL 33409 Re: Lighthouse Drive Bridge over Intracoastal Dear Mr. Jackson: Alan Gerwig & Associates (AGA) (“Consultant”) is pleased to submit this letter of agreement Agreement”) for providing professional engineering services to Enginuity Group, (“Client”) for the above referenced project. Our project scope of services and fees are as follows. Scope of Professional Service: Prepare two bridge arrangement alternative concepts for replacement of existing bridge and probable construction cost for each. AGA will provide estimated foundation loads to the geotechnical engineer for use in determining the depth and location of standard penetration test borings. Geotechnical engineer will provide foundation recommendations and bearing capacity curves for the pile supported bridge foundations for various pile sizes. Prepare preliminary plan and elevation and a typical section of each concept. Attend up to 3 team meetings. Fees: AGA will provide the above services for the following lump sum fees of $38,800.00. Additional Services: Professional services required by the Client not specifically included above will be deemed Additional Services. An Amendment can be made to this Agreement to increase the not to exceed amount or the services will be performed at an hourly rate as indicated below: Principal $265.00 Senior Project Manager $225.00 Senior Project Engineer $180.00 ExhibitBDocuSignEnvelopeID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E Project Engineer $160.00 Engineer $135.00 Designer $110.00 Clerical $75.00 Reimbursable Expenses: Reimbursable expenses for mileage and will be billed at the Federally approved rates. Standard General Conditions In addition to the matters set forth herein, our Agreement shall include and be subject to, and only to, the terms and conditions in the attached Standard General Conditions. The term “the Consultant” shall refer to Alan Gerwig & Associates, Inc., and the term “the Client” shall refer to Engenuity Group, Inc. If you agree and wish to direct us to precede with the services, please sign and return a scanned copy. We appreciate the opportunity to provide these services to you. Please contact me if you have any questions. Sincerely, Alan L. Gerwig, P.E., LEED A.P., President Alan Gerwig & Associates, Inc. Agreed to this ___ day of __________, 2022 Keith Jackson, P.E. Enginuity Group DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBF 4/26/2022 DocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E ALAN GERWIG & ASSOCIATES, INC. STANDARD GENERAL CONDITIONS 1. Client's Responsibilities. In addition to other responsibilities described herein or imposed by law, the Client shall: a. Assist the Consultant by placing at its disposal all available information pertinent to the Project including previous reports and any other data relative to studies, design, or construction or operation of the Project. b. Furnish to the Consultant, as required for performance of the Consultant's Services (except to the extent provided otherwise in the “Scope of Services”), data prepared by or services of others, including without limitation borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspection of samples, materials and equipment; appropriate professional interpretations of all of the foregoing; environmental assessment and impact statements; property, boundary, easement, right-of-way, topographic and utility surveys; property descriptions; zoning, deed and other land use restrictions; and other special data or consultations; all of which Consultant may use and rely upon in performing services under this Agreement. c. Provide Consultant surveys to establish reference points for construction (except to the extent provided otherwise in “Scope of Services”). d. Arrange for access to and make all provisions for the Consultant to enter upon public and private property as required for the Consultant to perform services under this Agreement. e. Furnish approvals and permits for all government authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. f. Furnish to the Consultant data or estimates as to the Client's anticipated costs for services to be provided by others as required for the Consultant to support opinions of probable total Project costs. g. Attend the pre-bid conference, bid opening, pre-construction conferences, construction progress and other job-related meetings and substantial completion inspections and final payment inspections. h. Give prompt written notice to the Consultant whenever the Client observes or otherwise becomes aware of any development that affects the scope or timing of Consultant's services, or any defect or nonconformance in any aspect of the Project. i. Bear all costs incident to the responsibilities of the Client. 2. Period of Services. This Agreement has been made in anticipation of conditions permitting orderly and continuous progress of the Project through completion of the Services. The Consultant shall begin work in a timely manner after receipt of a fully executed copy of this Agreement and will complete the Services described in “Scope of Services” within a reasonable length of time. The times for performance shall be extended as necessary for periods of delay or suspension resulting from circumstances the Consultant does not control. If such delay or suspension extends for more than six months (cumulatively) for reasons beyond the Consultant's control, the rates of compensation provided for in this Agreement shall be renegotiated. 3. Compensation for Services. DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E a. The Consultant's compensation shall be as stated herein, unless otherwise provided in Scope of Services”. The Client shall pay the Consultant an amount based upon the Consultant’s then-current hourly rates plus an amount to cover certain direct expenses including in-house duplicating, local mileage, telephone calls, facsimiles, word processing, and postage. Other direct expenses will be billed at 1.15 times cost. b. If the Consultant's compensation is on an hourly basis, the parties may have estimated in Exhibit A costs and expenses for the various portions of the Scope of Services. Services undertaken or expenses incurred by the Consultant exceeding any estimates shall be the liability of the Client. c. The Client shall also be invoiced for and shall pay to the Consultant all taxes, if any, whether state, local, or federal levied with respect to amounts paid hereunder. 4. Method of Payment. a. Invoices will be submitted by the Consultant to the Client periodically for services performed and expenses incurred. Client is also responsible for payment of any taxes, including sales tax. When the Consultant's compensation is on a lump sum fee basis, the invoices will be based upon the portion of total Services performed at the time of billing. If the Consultant's compensation is on an hourly basis, the invoices shall be based on time expended in providing the Services. Payment of each such invoice will be due within 25 days of receipt. Interest will be added to accounts not paid within 25 days at the maximum rate allowed by law. If the Client fails to make any payment due the Consultant under this or any other agreement within 30 days after the Consultant's transmittal of its invoice, the Consultant may, after giving notice to the Client, suspend services under this Agreement until it has been paid in full all amounts due. b. If the Client objects to any charge on an invoice submitted by the Consultant, the Client shall so advise the Consultant in writing giving its reasons within 14 days of receipt of the invoice or all such objections shall be waived, and the amount stated in the invoice shall be conclusively deemed due and owing. c. The Client agrees that the payment to the Consultant is not subject to any contingency or condition. The Consultant may negotiate payment of any check tendered by the Client, even if the words “in full satisfaction” or words intended to have similar effect appear on the check without such negotiation being an accord and satisfaction of any disputed debt and without prejudicing any right of the Consultant to collect additional amounts from the Client. 5. Use of Documents. All documents, including but not limited to drawings, specifications and data or programs stored electronically, prepared by the Consultant are related exclusively to the services described in this Agreement and may be used only if the Client has satisfied all of its obligations under this Agreement. They are not intended or represented to be suitable for use, partial use or reuse by the Client or others on extensions of this project or on any other project. Any modifications made by the Client to any of the Consultant’s documents, or any use, partial use or reuse of the documents without written authorization or adaptation by the Consultant will be at the Client's sole risk and without liability to the Consultant, and the Client shall indemnify, defend and hold the Consultant harmless from all claims, damages, losses and expenses, including but not limited to attorneys' fees, resulting therefrom. Any authorization or adaptation will entitle the Consultant to further compensation at rates to be agreed upon by the Client and the Consultant. Any electronic files not containing an electronic seal are provided only for the convenience of the Client, and use of DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E them is at the Client’s sole risk. In the case of any defects in the electronic files or any discrepancies between them and the hardcopy of the documents prepared by the Consultant, the hardcopy shall govern. Only printed copies of documents conveyed by the Consultant may be relied upon. Because data stored in electronic media format can deteriorate or be modified without the Consultant’s authorization, the Client has 60 days to perform acceptance tests, after which it shall be deemed to have accepted the data. 6. Opinions of Cost. Because the Consultant does not control the cost of labor, materials, equipment or services furnished by others, methods of determining prices, or competitive bidding or market conditions, all opinions rendered as to costs, including but not limited to opinions as to the costs of construction and materials, shall be made on the basis of its experience and represent its judgment as an experienced and qualified professional, familiar with the industry. The Consultant cannot and does not guarantee that proposals, bids or actual costs will not vary from opinions of cost prepared by it. If at any time the Client wishes greater assurance as to the amount of any cost, it shall employ an independent cost estimator. Consultant's services required to bring costs within any limitation established by the Client will be paid for as Additional Services. 7. Termination. The obligation to provide further services under this Agreement may be terminated by either party upon seven days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party, or upon thirty days’ written notice for the convenience of the terminating party. If any material change occurs in the ownership of the Client, the Consultant shall have the right to immediately terminate this Agreement. In the event of any termination, the Consultant will be paid for all services performed to the effective date of termination, all expenses subject to reimbursement, and other reasonable expenses incurred by the Consultant as a result of such termination. If the Consultant's compensation is determined on an hourly basis, the amount payable to the Consultant shall be based on the time spent and expenses incurred on the Project to the effective date of termination. If the Consultant's compensation is a lump sum, the amount payable to the Consultant will be a proportional amount of the total fee based on a ratio of the services done, as reasonably determined by the Consultant, to the total services which were to have been performed. 8. Insurance. The Consultant carries Workers' Compensation insurance, professional liability insurance, and general liability insurance. If the Client directs the Consultant to obtain increased insurance coverage, the Consultant will take out such additional insurance, if obtainable, at the Client's expense. 9. Standard of Care. In performing its professional services, the Consultant will use that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession practicing in the same or similar locality at the time the services are provided. No warranty, express or implied, is made or intended by the Consultant's undertaking herein of its performance of services, and it is agreed that the Consultant is not a fiduciary of the Client. 10. Limitation of Liability. In recognition of the relative risks and benefits of the Project to both the Client and the Consultant, the risks have been allocated such that the Client agrees, to the fullest extent of the law, and notwithstanding any other provisions of this Agreement or the existence of DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E applicable insurance coverage, that the total liability, in the aggregate of the Consultant and the Consultant's officers, directors, employees, agents, and sub consultants to the Client or to anyone claiming by, through or under the Client, for any and all claims, losses, costs or damages whatsoever arising out of, resulting from or in any way related to the services under this Agreement from any cause or causes, including but not limited to, the negligence, professional errors or omissions, strict liability or breach of contract or any warranty, express or implied, of the Consultant or the Consultant's officers, directors, employees, agents, and sub-consultants shall not exceed twice the total compensation received by the Consultant under this Agreement or $50,000, whichever is greater. Higher limits of liability may be negotiated for additional fee. Under no circumstances shall the Consultant be liable for lost profits or consequential damages, for extra costs or other consequences due to changed conditions or for costs related to the failure of contractors to perform work in accordance with the plans and specifications. 11. Certifications. The Consultant shall not be required to execute any certifications or other documents that might increase the Consultant’s risk or affect the availability or cost of its insurance. 12. Dispute Resolution. All claims by the Client arising out of this Agreement shall be submitted first to mediation in accordance with the Construction Industry Mediation Rules of the American Arbitration Association as a condition precedent to litigation. Any mediation or civil action must be commenced within one year of the accrual of the cause of action asserted but in no event later than allowed by applicable statutes. 13. Construction Phase Services. a. If the Consultant's services include the preparation of documents to be used for construction and the Consultant is not retained to make periodic site visits, the Client assumes all responsibility for interpretation of the documents and for construction observation, and the Client waives any claims against the Consultant in any way connected thereto. b. The Consultant shall have no responsibility for any contractor's means, methods, techniques, equipment choice and usage, sequence, schedule, safety programs, or safety practices, nor shall Consultant have any authority or responsibility to stop or direct the work of any contractor. The Consultant's visits will be for the purpose of endeavoring to provide the Client a greater degree of confidence that the completed work of its contractors will generally conform to the construction documents prepared by the Consultant. Consultant neither guarantees the performance of contractors, nor assumes responsibility for any contractor’s failure to perform its work in accordance with the contract documents. c. The Consultant is not responsible for any duties assigned to the design professional in the construction contract that are not expressly provided for in this Agreement. The Client agrees that each contract with any contractor shall state that the contractor shall be solely responsible for job site safety and for its means and methods; that the contractor shall indemnify the Client and the Consultant for all claims and liability arising out of job site accidents; and that the Client and the Consultant shall be made additional insured’s under the contractor’s general liability insurance policy. 14. Hazardous Substances. DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E a. Services related to determinations involving hazardous substances or conditions, as defined by federal or state law, are limited to those tasks expressly stated in the scope of services. In any event, Consultant shall not be a custodian, transporter, handler, arranger, contractor, or remediator with respect to hazardous substances and conditions. Consultant's services will be limited to professional analysis, recommendations, and reporting, including, when agreed to, plans and specifications for isolation, removal, or remediation. b. The Consultant shall notify the Client of hazardous substances or conditions not contemplated in Exhibit A of which the Consultant actually becomes aware. Upon such notice by the Consultant, the Consultant may stop affected portions of its services until the hazardous substance or condition is eliminated. The parties shall decide if Consultant is to proceed with the services and if Consultant is to conduct testing and evaluations, and the parties may enter into further agreements as to the additional scope, fee, and terms for such services. c. Except to the extent of negligence, if any, on the part of the Consultant in performing services expressly undertaken in connection with hazardous substances and conditions, the Client agrees to hold harmless, indemnify, and defend the Consultant from and against any and all claims, losses, damages, liability, and costs in any way arising out or connected with the presence, discharge, release, or escape of hazardous substances or conditions of any kind, or environmental liability of any nature, in any manner related to services of the Consultant. 15. Assignment and Subcontracting. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Client and the Consultant, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Client and the Consultant and not for the benefit of any other party. The Client shall not assign, sublet or transfer any rights under or interest in this Agreement, or any claim arising out of the performance of services by Consultant, without the written consent of the Consultant. The Consultant reserves the right to augment its staff with sub-consultants as it deems appropriate due to project logistics, schedules, or market conditions. If the Consultant exercises this right, the Consultant will maintain the agreed-upon billing rates for services identified in the contract, regardless of whether the services are proved by in-house employees, contract employees, or independent sub-consultants. 16. Confidentiality. The Client consents to the Consultant’s use and dissemination of photographs of the Project and to its use of facts, data and information obtained by the Consultant in the performance of its services. If, however, any facts, data or information are specifically identified in writing by the Client as confidential, the Consultant shall use reasonable care to maintain the confidentiality of that material. 17. Pursuant to Florida Statute 58.0035, an individual employee or agent may not be held individually liable for negligence END OF AGREEMENT FOR SERVICES DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E Terracon Consultants, Inc. 1225 Omar Road West Palm Beach, FL 33405 P [561] 689-4299 F [561] 689-5955 terracon.com PROPOSAL COVER PAGE April 7, 2022 Engenuity Group, Inc. 1280 North Congress Avenue, Suite 101 West Palm Beach, FL 33409 Attn: Mr. Keith B. Jackson, P.E. P: (561) 655-1151 E: kjackson@engenuitygroup.com Re: Proposal for Geotechnical Engineering Services Lighthouse Drive Bridge Replacement between 640 and 700 Lighthouse Drive Village of North Palm Beach, Florida Terracon Proposal No. PHD225031 Dear Mr. Jackson: We appreciate the opportunity to submit this proposal to Engenuity Group, Inc. to provide Geotechnical Engineering services for the above referenced project. The following are exhibits to the attached Agreement for Services. Exhibit A Project Understanding Exhibit B Scope of Services Exhibit C Compensation and Project Schedule Exhibit D Site Location and Nearby Geotechnical Data Exhibit E Anticipated Exploration Plan Our base fee to perform the Scope of Services described in this proposal is $25,500. See Exhibit C for more details of our fees and consideration of additional services. Your authorization for Terracon to proceed in accordance with this proposal can be issued by signing and returning a copy of the attached Agreement for Services to our office. Sincerely, Terracon Consultants, Inc. Jaime Velez, P.E. Douglas S. Dunkelberger, P.E. SeniorGeotechnicalEngineer Principal Exhibit C DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E Proposal for Geotechnical Engineering Services Lighthouse Drive Bridge Replacement Village of North Palm Beach, Florida April 7, 2022 Terracon Proposal No. PHD225031 Responsive Resourceful Reliable EXHIBIT A –PROJECT UNDERSTANDING 1 of 2 EXHIBIT A - PROJECT UNDERSTANDING Our Scope of Services is based on our understanding of the project and a site visit. Site Location and Anticipated Conditions Item Description Parcel Information The project is the bridge located between 640 and 700 Lighthouse Drive in the Village of North Palm Beach, Florida. The bridge location is: Latitude: 26° 49' 2.9" N Longitude: 80° 4' 6.1" W (See Exhibit D). Existing Improvements The site is an existing bridge over a channel. Beneath each end bent of the bridge exists seawalls consisting of king pile and panel walls. Current Ground Cover Asphalt pavement. Existing Topography From review of Google Earth Pro the typical ground surface elevation east and west of the bridge is about +7 feet (datum not known). Based on visual observation during a site visit, we estimate the top of pavement at the center of the bridge to be about 7 ft higher than this (i.e. about elevation +14 ft). Expected Subsurface Conditions Our experience in the project vicinity indicates that the subsurface conditions at the site (at about normal ground surface elevation east or west of the bridge) will consist of mostly loose to medium dense, relatively clean sands to about 37 to 47 feet below ground surface followed by medium dense to very dense shelly sands with cemented sand fragments to about 50 feet deep. Planned Construction Item Description Information Provided The following information was provided to us by Alan Gerwig, P.E. Project Description The current plan is to build a new replacement bridge. The existing bridge is a two lane bridge and about 100 ft in length. The new bridge will be supported on 18 or 24 inch square concrete driven piles with an anticipated maximum nominal bearing resistance load of up to about 200 tons per pile. We understand that there is interest in making the new bridge shorter than the existing bridge by building new end bent walls (may consist of Mechanically Stabilized Earth Walls) that are located closer to the middle of the channel than are the existing end bents. The new end bent walls would extend above the approximate location of the existing seawalls beneath the bridge (see following photograph). DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E Proposal for Geotechnical Engineering Services Lighthouse Drive Bridge Replacement Village of North Palm Beach, Florida April 7, 2022 Terracon Proposal No. PHD225031 Responsive Resourceful Reliable EXHIBIT A –PROJECT UNDERSTANDING 2 of 2 Seawalls beneath the bridge (view is to the east) DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E Proposal for Geotechnical Engineering Services Lighthouse Drive Bridge Replacement Village of North Palm Beach, Florida April 7, 2022 Terracon Proposal No. PHD225031 Responsive Resourceful Reliable EXHIBIT B –SCOPE OF SERVICES 1 of 4 EXHIBIT B - SCOPE OF SERVICES Our proposed Scope of Services consists of field exploration, laboratory testing, and engineering/project delivery. These services are described in the following sections. Field Exploration The field exploration program consists of the following: Number of Borings Planned Boring Depth (feet) 1 Planned Location 2 100 One on west side of bride and one on the east side (see Exhibit E) 4 5 unless refusal to advancement is met at shallower depth) Behind existing seawalls beneath the bridge (see Exhibit E) 1. Below ground surface. Boring Layout and Elevations: We will use handheld GPS equipment to locate the borings with an estimated horizontal accuracy of ±10 feet. Field measurements from existing site features may be utilized. Maintenance of Traffic: Prior to drilling, a permit will be obtained from the Village of North Palm Beach for drilling the Standard Penetration Test borings within the northern (i.e. west bound) lane. Maintenance of Traffic will include temporary closure of the northern lane as well as signage and flagmen. Subsurface Exploration Procedures: We will advance the soil borings with a truck mounted drilling rig using mud rotary drilling. Five samples will be obtained in the upper 10 feet of each boring and at vertical intervals of 5 feet thereafter. Soil sampling is performed using split-barrel sampling procedures. The split-barrel samplers are driven in accordance with the standard penetration test (SPT). The samples will be placed in appropriate containers, taken to our soil laboratory for testing, and visually classified by a Geotechnical Engineer. In addition, we will observe and record groundwater levels during drilling and sampling. Our exploration team will prepare field boring logs as part of standard drilling operations including sampling depths, penetration resistances, and other relevant sampling information. Field logs include visual classifications of materials encountered during drilling, and our interpretation of subsurface conditions between samples. Final boring logs, prepared from field logs, represent the Geotechnical Engineer's interpretation, and include modifications based on observations and laboratory tests. DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E Proposal for Geotechnical Engineering Services Lighthouse Drive Bridge Replacement Village of North Palm Beach, Florida April 7, 2022 Terracon Proposal No. PHD225031 Responsive Resourceful Reliable EXHIBIT B –SCOPE OF SERVICES 2 of 4 Our boreholes will be backfilled with grout upon completion. Property Disturbance: Our services do not include repair of the site beyond backfilling our boreholes. Excess cuttings and drill fluids will be dispersed in the general vicinity of the borehole. Safety Terracon is not aware of environmental concerns at this project site that would create health or safety hazards associated with our exploration program; thus, our Scope considers standard OSHA Level D Personal Protection Equipment (PPE) appropriate. Our Scope of Services does not include environmental site assessment services, but identification of unusual or unnatural materials found while drilling will be noted on our logs and discussed in our report. Consultant will be responsible for supervision and site safety measures for its own employees, but shall not be responsible for the supervision or health and safety precautions for any third parties, including Client’s contractors, subcontractors, or other parties present at the site. In addition, Consultant retains the right to stop work without penalty at any time if the Consultant believes it is in the best interests of Consultant’s employees or subcontractors to do so in order to reduce the risk of exposure to the coronavirus. Client agrees it will respond quickly to all requests for information made by Consultant related to Consultant’s pre -task planning and risk assessment processes. Client acknowledges its responsibility for notifying Consultant of any circumstances that present a risk of exposure to the coronavirus or individuals who have tested positive for COVID-19 or are self-quarantining due to exhibiting symptoms associated with the coronavirus. Exploration efforts require borings (and possibly excavations) into the subsurface, therefore Terracon will comply with local regulations to request a utility location service through SSOCOF. Once the SSOCOF has completed public utility clearance, Terracon will subcontract a company to perform a private utility locate using Ground Penetrating Radar (GPR) around each boring location to reduce the risk of impacting those utilities. The detection of underground utilities is dependent upon the composition and construction of the utility line; some utilities are comprised of non-electrically conductive materials and may not be readily detected. Site Access: Terracon must be granted access to the site by the property owner. By acceptance of this proposal, without information to the contrary, we consider this as authorization to access the property for conducting field exploration in accordance with the Scope of Services. Laboratory Testing The recovered soils and materials will be classified in the laboratory in accordance with the Unified Soil Classification System (ASTM D 2487) and appropriate geological terminology. Selected samples may be tested for moisture content, organic content and fines content to aid in the classification process and our analysis. DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E Proposal for Geotechnical Engineering Services Lighthouse Drive Bridge Replacement Village of North Palm Beach, Florida April 7, 2022 Terracon Proposal No. PHD225031 Responsive Resourceful Reliable EXHIBIT B –SCOPE OF SERVICES 3 of 4 Engineering and Project Delivery Results of our field and laboratory programs will be evaluated by a professional engineer. The engineer will develop a geotechnical site characterization, perform engineering calculations, and develop geotechnical recommendations for the project. Your project will be delivered using our GeoReport® system. Upon initiation, we provide you and your design team the necessary link and password to access the website (if not previously registered). Each project includes a calendar to track the schedule, an interactive site map, a listing of team members, access to the project documents as they are uploaded to the site, and a collaboration portal. The typical delivery process includes the following: Project Planning – Proposal information, schedule and anticipated exploration plan will be posted for review and verification Site Characterization – Findings of the site exploration Geotechnical Engineering – Recommendations and geotechnical engineering report When utilized, our collaboration portal documents communication, eliminating the need for long email threads. This collaborative effort allows prompt evaluation and discussion of options related to the design and associated benefits and risks of each option. With the ability to inform all parties as the work progresses, decisions and consensus can be reached faster. In some cases, only minimal uploads and collaboration will be required, because options for design and construction are limited or unnecessary. This is typically the case for uncomplicated projects with no anomalies found at the site. When services are complete, we upload a signed and sealed printable version of our completed geotechnical engineering report, which documents our services. Previous submittals, collaboration and the report are maintained in our system. This allows future reference and integration into subsequent aspects of our services as the project goes through final design and construction. Subsurface exploration procedures Site and Boring location plans Soil boring logs with field and laboratory data, soil stratification based on visual soil classification and laboratory test results Groundwater levels observed during drilling Description of subsurface conditions Axial capacities for precast concrete piling for support of the bridge Recommendations for installation of the piling. Lateral earth pressure parameters for abutment wall design including MSE Walls: x Moist and saturated unit weights x Angle of internal friction DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E Proposal for Geotechnical Engineering Services Lighthouse Drive Bridge Replacement Village of North Palm Beach, Florida April 7, 2022 Terracon Proposal No. PHD225031 Responsive Resourceful Reliable EXHIBIT B –SCOPE OF SERVICES 4 of 4 x Undrained shear strength (for clays, if present) x Active and passive pressure coefficients x Soil Modulus for p-y method of pile lateral load analysis Global Stability Analysis of New End Bent Wall over existing seawall (we request that as- built seawall information and channel topographic information be provided to us) Additional Services In addition to the services noted above, the following are often associated with geotechnical engineering services. Fees for services noted above do not include the following: Review of Plans and Specifications: Our geotechnical report and associated verbal and written communications will be used by others in the design team to develop plans and specifications for construction. Review of project plans and specifications is a vital part of our geotechnical engineering services. This consists of review of project plans and specifications related to site preparation and bridge foundation construction. Our review will include a written statement conveying our opinions relating to the plans and specifications’ consistency with our geotechnical engineering recommendations. DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E Proposal for Geotechnical Engineering Services Lighthouse Drive Bridge Replacement Village of North Palm Beach, Florida April 7, 2022 Terracon Proposal No. PHD225031 Responsive Resourceful Reliable EXHIBIT C – COMPENSATION AND PROJECT SCHEDULE 1 of 1 EXHIBIT C - COMPENSATION AND PROJECT SCHEDULE Compensation Based upon our understanding of the site, the project as summarized in Exhibit A, and our planned Scope of Services outlined in Exhibit B, our base fee is shown in the following table: Task Lump Sum Fee Subsurface Exploration, Laboratory Testing, Geotechnical Consulting & Reporting $25,500 TOTAL $25,500 Additional services not part of the base fee include the following: Additional Services (see Exhibit B) Lump Sum Fee Initial for Authorization Plans and Specifications Review $500 Unless instructed otherwise, we will submit our invoice(s) to the address shown at the beginning of this proposal. If conditions are encountered that require Scope of Services revisions and/or result in higher fees, we will contact you for approval, prior to initiating services. A supplemental proposal stating the modified Scope of Services as well as its effect on our fee will be prepared. We will not proceed without your authorization. Project Schedule We developed a schedule to complete the Scope of Services based upon our existing availability and understanding of your project schedule. However, this does not account for delays in field exploration beyond our control, such as weather conditions, permit delays, or lack of permission to access the boring locations. In the event the schedule provided is inconsistent with your needs, please contact us so we may consider alternatives. GeoReport® Delivery Posting Date from Receipt of Signed Agreement 1, 2 Project Planning 1 week Site Characterization 6 weeks Geotechnical Engineering 8 weeks 1. Upon receipt of your notice to proceed we will activate the schedule component of our GeoReport® website with specific, anticipated calendar days for the three delivery points noted above as well as other pertinent events such as field exploration crews on-site, etc. 2. We will maintain a current calendar of activities within our GeoReport® website. In the event of a need to modify the schedule, the schedule will be updated to maintain a current awareness of our plans for delivery. DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E EXHIBIT D – SITE LOCATION AND NEARBY HISTORICAL DATA Lighthouse Drive Bridge Replacement Village of North Palm Beach, Florida April 7, 2022 Terracon Proposal No. PHD225031 Note to Preparer: This is a large table with outside borders. Just click inside the table above this text box, then paste your GIS Toolbox image. When paragraph markers are turned on you may notice a line of hidden text above and outside the table – please leave that alone. Limit editing to inside the table. The line at the bottom about the general location is a separate table line. You can edit it as desired, but try to keep to a single line of text to avoid reformatting the page. EXHIBIT DPORTRAIT DIAGRAM IS FOR GENERAL LOCATION ONLY, AND IS NOT INTENDED FOR CONSTRUCTION PURPOSES MAP PROVIDED BY MICROSOFT BING MAPS DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E EXHIBIT E – ANTICIPATED EXPLORATION PLAN Lighthouse Drive Bridge Replacement Village of North Palm Beach, Florida April 7, 2022 Terracon Proposal No. PHD225031 Note to Preparer: This is a large table with outside borders. Just click inside the table above this text box, then paste your GIS Toolbox image. When paragraph markers are turned on you may notice a line of hidden text above and outside the table – please leave that alone. Limit editing to inside the table. The line at the bottom about the general location is a separate table line. You can edit it as desired, but try to keep to a single line of text to avoid reformatting the page. EXHIBIT EPORTRAIT DIAGRAM IS FOR GENERAL LOCATION ONLY, AND IS NOT INTENDED FOR CONSTRUCTION PURPOSES MAP PROVIDED BY MICROSOFT BING MAPS DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E Reference Number: PHD225031 Page 1 of 2 Rev. 3-20 Reference Number: PHD2250 AGREEMENT FOR SERVICES This AGREEMENT is between Engenuity Group, Inc. (“Client”) and Terracon Consultants, Inc. (“Consultant”) for Services to be provided by Consultant for Client on the Lighthouse Drive Bridge Replacement project (“Project”), as described in Consultant’s Proposal dated 04/07/2022 (“Proposal”), including but not limited to the Project Information section, unless the Project is otherwise described in Exhibit A to this Agreement (which section or Exhibit is incorporated into this Agreement). 1. Scope of Services. The scope of Consultant’s services is described in the Proposal, including but not limited to the Scope of Services section Services”), unless Services are otherwise described in Exhibit B to this Agreement (which section or exhibit is incorporated into this Agreement). Portions of the Services may be subcontracted. Consultant’s Services do not include the investigation or detection of, nor do recommendations in Consultant’s reports address the presence or prevention of biological pollutants (e.g., mold, fungi, bacteria, viruses, or their byproducts) or occupant safety issues, such as vulnerability to natural disasters, terrorism, or violence. If Services include purchase of software, Client will execute a separate software license agreement. Consultant’s findings, opinions, and recommendations are based solely upon data and information obtained by and furnished to Consultant at the time of the Services. 2. Acceptance/ Termination. Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to execute the Services, and if Services are initiated by Consultant prior to execution of this Agreement as an accommodation fo r Client at Client’s request, both parties shall consider that commencement of Services constitutes formal acceptance of all terms and conditions of this Agreement. Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. In the event Client uses a purchase order or other form to administer this Agreement, the use of such form shall be for convenience purposes only and any additional or conflicting terms it contains are stricken. This Agreement shall not be assigned by either party without prior written consent of the other party. Either party may terminate this Agreement or the Services upon written notice to the other. In such case, Consultant shall be paid costs incurred and fees earned to the date of termination plus reasonable costs of closing the Project. 3. Change Orders. Client may request changes to the scope of Services by altering or adding to the Services to be performed. If Client so reque sts, Consultant will return to Client a statement (or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the requested changes. Following Client’s review, Client shall provide written acceptance. If Client does not follow these proced ures, but instead directs, authorizes, or permits Consultant to perform changed or additional work, the Services are changed accordingly and Consultant will be paid for this work according to the fees stated or its current fee schedule. If project conditions change materially from those observed at the site or described to Consultant at the time of proposal, Consultant is entitled to a change order equitably adjusting its Services and fee. 4. Compensation and Terms of Payment. Client shall pay compensation for the Services performed at the fees stated in the Proposal, including but not limited to the Compensation section, unless fees are otherwise stated in Exhibit C to this Agreement (which section or Exhibit is incorporated into this Agreement). If not stated in either, fees will be according to Consultant’s current fee schedu le. Fee schedules are valid for the calendar year in which they are issued. Fees do not include sales tax. Client will pay applicable sales tax as required by law. Consultant may invoice Client at least monthly and payment is due upon receipt of invoice. Client shall notify Consultant in writing, at the address below, within 15 days of the date of the invoice if Client objects to any portion of the charges on the invoice, and shall promptly pay the undisputed portion. Client shall pay a finance fee of 1.5% per month, but not exceeding the maximum rate allowed by law, for all unpaid amounts 30 days or older. Client agrees to pay all collection-related costs that Consultant incurs, including attorney fees. Consultant may suspend Services for lack of timely payment. It is the responsibility of Client to determine whether federal, state, or local prevailing wage requirements apply and to notify Consultant if prevailing wages apply. If it is later determined that prevailing wages apply, and Consultant was not previously notified by Client, Client agrees to pay the prevailing wage from that point forward, as well as a retroactive payment adjustment to bring previously paid amounts in line with prevailing wages. Client also agrees to defend, indemnify, and hold harmless Consultant from any alleged violations made by any governmental agency regulating prevailing wage activity for failing to pay prevailing wages, including the payment of any fines or penalties. 5. Third Party Reliance. This Agreement and the Services provided are for Consultant and Client’s sole benefit and exclusive use with no third party beneficiaries intended. Reliance upon the Services and any work product is limited to Client, and is not intended for third parties other than those who have executed Consultant’s reliance agreement, subject to the prior approval of Consultant and Client. 6. LIMITATION OF LIABILITY. CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING CONSULTANT’S FEE RELATIVE TO THE RISKS AS SUMED, AND AGREE TO ALLOCATE CERTAIN OF THE ASSOCIATED RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONSULTANT (AND ITS RELATED CORPORATIONS AND EMPLOYEES) TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE GREATER OF 50,000 OR CONSULTANT'S FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF CONSULTANT’S SERVICES OR THIS AGREEMENT. PRIOR TO ACCEPTANCE OF THIS AGREEMENT AND UPON WRITTEN REQUEST FROM CLIENT, CONSULTANT MAY NEGOTIATE A HIGHER LIMITATION FOR ADDITIONAL CONSIDERATION IN THE FORM OF A SURCHARGE TO BE ADDED TO THE AMOUNT STATED IN THE COMPENSATION SECTION OF THE PROPOSAL. THIS LIMITATION SHALL APPLY REGARDLESS OF AVAILABLE PROFESSIONAL LIABILITY INSURANCE COVERAGE, CAUSE(S), OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. THIS LIMITATION SHALL NOT APPLY TO THE EXTENT THE DAMAGE IS PAID UNDER CONSULTANT’S COMMERCIAL GENERAL LIABILITY POLICY. 7. Indemnity/Statute of Limitations. Consultant and Client shall indemnify and hold harmless the other and their respective employees from and against legal liability for claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are legally determined to be caused by their negligent acts, errors, or omissions. In the event such claims, losses, damages, or expenses are legally determined to be caused by the joint or concurrent negligence of Consultant and Client, they shall be borne by each party in proportion to its own negligence under comparative fault principles. Neither party shall have a duty to defend the other party, and no duty to defend is hereby created by this indemnity provision and such duty is explicitly waived under this Agreement. Causes of action arising out of Consultant’s Services or this Agreement regardless of cause(s) or the theory of liability, including negligence, indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall commence to run not later than the date of Consultant’s substantial completion of Services on the project. 8. Warranty. Consultant will perform the Services 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 same locale. EXCEPT FOR THE STANDARD OF CARE PREVIOUSLY STATED, CONSULTANT MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT’S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. Insurance. Consultant represents that it now carries, and will continue to carry: (i) workers’ compensation in surance in accordance with the laws of the states having jurisdiction over Consultant’s employees who are engaged in the Services, and employer’s liability insuranc e ($1,000,000); (ii) commercial general liability insurance ($2,000,000 occ / $4,000,000 agg); (iii) automobile liability insurance ($2,000,000 B.I. and P.D. combined single limit); and (iv) professional liability insurance ($1,000,000 claim / agg). Certificates of insurance will be provided upon request. Client and Consultant shall waive subrogation against the other party on all general liability and property coverage. DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBFDocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E Reference Number: PHD225031 Page 2 of 2 Rev. 3-20 Reference Number: PHD2250 10. CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF USE OR OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES. 11. Dispute Resolution. Client shall not be entitled to assert a Claim against Consultant based on any theory of professional negligence unless and until Client has obtained the written opinion from a registered, independent, and reputable engineer, architect, or geologist that Consultant has violated the standard of care applicable to Consultant’s performance of the Services. Client shall provide this opinion to Consultant and the parties shall endeavor to resolve the dispute within 30 days, after which Client may pursue its remedies at law. This Agreement shall be governed by and construed according to Kansas law. 12. Subsurface Explorations. Subsurface conditions throughout the site may vary from those depicted on logs of discrete borings, test pits, or other exploratory services. Client understands Consultant’s layout of boring and test locations is approximate and that Consultant may deviate a reasonable distance from those locations. Consultant will take reasonable precautions to reduce damage to the site when performing Services; however, Client accepts that invasive services such as drilling or sampling may damage or alter the site. Site restoration is not provided unless specifically included in the Services. 13. Testing and Observations. Client understands that testing and observation are discrete sampling procedures, and that such procedures indicate conditions only at the depths, locations, and times the procedures were performed. Consultant will provide test results and opinions based on tests and field observations only for the work tested. Client understands that testing and observation are not continuous or exhaustive, and are conducted to reduce - not eliminate - project risk. Client shall cause all tests and inspections of the site, materials, and Services performed by Consultant to be timely and properly scheduled in order for the Services to be performed in accordance with the plans, specifications, contract documents, and Consultant’s recommendations. No claims for loss or damage or injury shall be brought against Consultant by Client or any third party unless all tests and inspections have been so performed and Consultant’s recommendations have been followed. Unless otherwise stated in the Proposal, Client assumes sole responsibility for determining whether the quantity and the nature of Services ordered by Client is adequate and suffici ent for Client’s intended purpose. Client is responsible (even if delegated to contractor) for requesting services, and notifying and scheduling Consultant so Consultant can perform these Services. Consultant is not responsible for damages caused by Services not performed due to a failure to request or schedule Consultant’s Services. Consultant shall not be responsible for the quality and completeness of Client’s contractor’s work or their adheren ce to the project documents, and Consultant’s performance of testing and observation services shall not relieve Client’s contractor in any way from its responsibility for defects discovered in its work, or create a warranty or guarantee. Consultant will not supervise or direct the work performed by Client’s contractor or its subcontractors and is not responsible for their means and methods. The extension of unit prices with quantities to establish a total estimated cost does not guarantee a maximum cost to complete the Services. The quantities, when given, are estimates based on contract documents and schedules made available at the time of the Proposal. Since schedule, performance, production, and charges are directed and/or controlled by others, any quantity extensions must be considered as estimated and not a guarantee of maximum cost. 14. Sample Disposition, Affected Materials, and Indemnity. Samples are consumed in testing or disposed of upon completion of the testing procedures (unless stated otherwise in the Services). Client shall furnish or cause to be furnished to Consultant all documents and information known or available to Client that relate to the identity, location, quantity, nature, or characteristic of any hazardous waste, toxic, radioactive, or contaminated materials (“Affected Materials”) at or near the site, and shall immediately transmit new, updated, or revised information as it becomes available. Client agrees that Consultant is not responsible for the disposition of Affected Materials unless specifically provided in the Services, and that Client is responsible for directing such disposition. In no event shall Consultant be required to sign a hazardous waste manifest or take title to any Affected Materials. Client shall have the obligation to make all spill or release notifications to appropriate governmental agencies. The Client agrees that Consultant neither created nor contributed to the creation or existence of any Affected Materials conditions at the site and Consultant shall not be responsible for any claims, losses, or damages allegedly arising out of Consultant’s performance of Services hereunder, or for any claims against Consultant as a generator, disposer, or arranger of Affected Materials under federal, state, or local law or ordinance. 15. Ownership of Documents. Work product, such as reports, logs, data, notes, or calculations, prepared by Consultant shall remain Consultant’s property. Proprietary concepts, systems, and ideas developed during performance of the Services shall remain the sole property of Consultant. Files shall be maintained in general accordance with Consultant’s document retention policies and practices. 16. Utilities. Unless otherwise stated in the Proposal, Client shall provide the location and/or arrange for the marking of private utilities and subterranean structures. Consultant shall take reasonable precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be responsible for damage to subterranean structures or utilities that are not called to Consultant’s attention, are not correct ly marked, including by a utility locate service, or are incorrectly shown on the plans furnished to Consultant. 17. Site Access and Safety. Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and complete the Services and will execute any necessary site access agreement. Consultant will be responsible for supervision and site safety measures for its own employees, but shall not be responsible for the supervision or health and safety precautions for any other partie s, including Client, Client’s contractors, subcontractors, or other parties present at the site. In addition, Consultant retains the right to stop work without penalty at any time Consultant believes it is in the best interests of Consultant’s employees or subcontractors to do so in order to reduce the risk of exposure to the coronavirus. Client agrees it will respond quickly to all requests for information made by Consultant related to Consultant’s pre-task planning and risk assessment processes. Client acknowledges its responsibility for notifying Consultant of any circumstances that present a risk of exposure to the coronavirus or individuals who have tested positive for COVID-19 or are self-quarantining due to exhibiting symptoms associated with the coronavirus. PURSUANT TO SECTION 558.0035 OF FLORIDA STATUTES, AN INDIVIDUAL EMPLOYEE OR AGENT OF CONSULTANT MAY NOT BE HELD INDIVIDUALLY LIABLE. Consultant: Terracon Consultants, Inc. Client: Engenuity Group, Inc. By: Date: 4/7/2022 By: Date: Name/Title: Douglas S. Dunkelberger, P.E. / Principal Name/Title: Keith Jackson, P.E. / Address: 1225 Omar Rd Address: 1280 N Congress Ave Ste 101 West Palm Beach, FL 33405-1046 West Palm Beach, FL 33409-6377 Phone: (561) 689-4299 Fax: Phone: (561) 655-1151 Fax: (561) 832-9390 Email: Doug.Dunkelberger@terracon.com Email: kjackson@engenuitygroup.com DocuSign Envelope ID: 4C122C39-DFDD-4BCD-96F9-F1C4C23F9CBF 4/26/2022 DocuSign Envelope ID: 41A6BE93-65F1-4CB6-9447-46DAA2603C6E