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PURCHASING DEPARTMENT
TRANsm[TTAL MEMORANDUM
To: City Manager and City Clerk
RE: Water & Air Research PO 32725 and Work Order $6,548.73
The item(s) noted below is /are attached an,
Development Order
Final Plat (original mylars)
Letter of Credit
Maintenance Bond
Ordinance
Performance Bond
Resolution
Once completed, please:
® Return originals to Purchasing
❑ Return copies
Special Instructions:
® City Manager Signature
® City Clerk Attest/Signature
Marisol Ordonez
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T:\Dept_ forms \City Clerk Transmittal Memo - 2009.doc
DATE 12/15/11 PURCHASE ORDER
PO NUMBER 032725
CITY OF SANFORD
P.O. BOX 1788
PURCHASING OFFICE: 407.688.5030 (300 NORTH PARK AVENUE) SUBMIT INVOICES TO: ACCOUNTS PAYABLE
ACCOUNTS PAYABLE: 407.688.5020 SANFORD, FLORIDA 32772 FINANCE DEPT.
FACSIMILE: 407.688.5021 FLORIDA TAX EXEMPT NO.: 858012621681 C -8 P.O. BOX 1788
SANFORD, FL 32772
VENDOR NO.: 10772
TO: SHIP TO:
WATER AND AIR RESEARCH INC CITY OF SANFORD
6821 SW ARCHER RD 300 N. PARK AVENUE
GAINESVILLE, FL 32608 SANFORD, FL 32771
DELIVER BY
TERMS
F.O.B. DESTINATION
BID OR QUOTATION NO.
REQUISITION NO.
UNLESS OTHERWISE INDICATED
09/30/12
NET /30
62996
ACCOUNT NO.: 451-4520-536.31-00 PROJECT NO.:
NO DEVIATION FROM THIS PURCHASE ORDER WILL BE ALLOWED UNLESS AUTHORIZED BY THE PURCHASING MANAGER - CITY OF SANFORD
ITEM NO.
DESCRIPTION
QUANTITY
UNIT OF ISSUE
UNIT COST
EXTENDED COST
1
THE COST FOR ONE SALINE & BI -ANN
1395.09
NA
1.00
1395.09
QUARTERLY REPORT
2
COST FOR WEEKLY HYDRO DATA
2989.15
NA
1.00
2989.15
COLLECTION
3
COST OF 1 QUARTER SALINE WATER
1591.85
NA
1.00
1591.85
INTRUSION
4
THE COST FOR 1 QUARTER OF
572.64
NA
1.00
572.64
ANALYTICAL TESTING
SUB
TOTAL
6548.73
TOTkL
6548.73
APPROVED BY: APPROVED BY:
��r PU SINrITHTHIS T CITY MANA R
ALL PACKAGES AND INVOICES ASSOCIATED P.O. MUST BEAR THIS PURCHASE ORDER NUMBER. THE VENDOR IS RESPONSIBLE TO CAREFULLY
READ AND COMPLY WITH ALL OF TH ARD TERMS AND CONDITIONS PROVIDED ON THE REVERSE SIDE OF THIS PURCHASE ORDER
AND AT HTTP:// WWW. SANFORDFL. GOVIDEPARTMENTS /PURCHASE/TERMS.HTML
COPIES TO: VENDOR ORIGINATING DEPARTMENT PURCHASING
EXHIBIT A
WORK ORDER FORM
Work Order Number 1
CITY OF SANFORD FLORIDA
Master AgreementlContract Number.
Dated: 11/15/2011
ContractlProject Title Quarterly Monitoring Reports, Weekly Hydro Data, Water Intrusion and Analytical testin
Solicitation No:
ISanford Project No.
I Purchase Order No.
Consultant/Contractor: Water & Air Research
Consultant/Contractoes Business Address, Phone Number, Fax Number and E-mail Address
6821 SW Archer Road Gainsville FL, 32608 / Ph: 352 - 372 -1500 / Fax: 352 - 378 -1500/ businessdev @waterandair.com
ATTACHMENTS TO THIS WORK ORDER
METHOD
OF COMPENSATION
DRAWINGS/PLANS /SPECIFICATIONS
FIXED FEE BASIS
X SCOPE OF SERVICES
X
TIME BASIS -NOT TO EXCEED AMOUNT
SPECIAL CONDITIONS
TIME BASIS- LIMITATION OF FUNDS
PRICING (INFORMATION
UNIT PRICE BASIS -NOT TO EXCEED AMOUNT
WO TERMS AND CONDITIONS
TIME FOR COMPLETION: O Days of the effective date of this Work Order 92
Effective date - this Work Order: Date of Execution by City October 1, 2011
Time for completion: The services to be provided by the Consultant/Contractor shall commence upon execution
of this Work Order by the parties and shall be completed within the time frame indicated above. Failure to meet
the stated completion requirement may be grounds for termination for default.
Work Order Amount: Dollars Expressed in Numbers: $ $6,548.72
Dollar Amount Written Out: Six thousand five hundred fourty-eight dollars and seventy-two cents
In Witness Where of, the parties hereto have made and executed this Work Order on the
respective dates under each signature: The City Manager by and through authority delegated by and through
the City Commission and the Consultant/Contractor by and through its duly authorized corporate officer having the full
and complete authority to execute same.
CONSULTANT /CONTRACTOR
ATTEST: UT[ON:
Sign ure, q9IJIbr Signatu , C rate President
'/ /
�Y�l ��
Cori
Co rate -Offic Printed Name, Title and Date Corporate President, P ' ted Na o* and Date
CITY OF SANFORD
r
Signature, urchasing Manager
r asin er, Printed Name and Date
SignatureLCity ClerlY rgnature, C er
J/
City Clerk, Printed Name and Date City Manager, Printed Name and Date
Revised: 1-6-2011
EXHIBIT "A "(page 2)
WORK ORDER
TERMS AND CONDITIONS
Execution of this Work Order by the CITY and the issuance of a notice to proceed, shall serve as authori-
zation for the CONSULTANT /CONTRACTOR to provide goods and /or services for the above project as set out in the
Scope of Services which is attached as Exhibit "A," as well as all other exhibits attached to that certain Agreement cited
on the face of this Work Order all of which are incorporated herein by reference as if they had been set out in its entirety
and as further delineated in the specifications, conditions and requirements stated in the listed documents which are
attached hereto and made a part hereof. The CONSULTANT /CONTRACTOR shall provide said goods and /or services
pursuant to this Work Order, its attachments and the above - referenced Agreement and its exhibits. If this Work Order
conflicts with said Agreement or exhibits, the Agreement and exhibits shall prevail provided, however, that the
CONSULTANT /CONTRACTOR shall not proceed with work until directed to do so by the CITY
TERM: This Work Order shall take effect on the date of its execution by the CITY and expires upon final delivery,
inspection, acceptance and payment unless terminated earlier in accordance with the Termination provisions herein;
provided however, that the CONSULTANT /CONTRACTOR shall not proceed with work until directed to do so by the
CITY
METHOD OF COMPENSATION:
(i) FIXED FEE BASIS. If the compensation is based on a "Fixed Fee Basis," then the
CONSULTANT /CONTRACTOR shall perform all work required by this Work Order for the Fixed Fee
Amount indicated as the Work Order Amount. The fixed feel is an all- inclusive Firm Fixed Price binding the
CONSULTANT /CONTRACTOR to complete the work for the Fixed Fee Amount regardless of the costs
of performance. In no event shall the CONSULTANT /CONTRACTOR be paid more than the Fixed Fee
Amount.
(ii) TIME BASIS WITH A NOT TO EXCEED AMOUNT. If the compensation is based on a "Time Basis Method"
with a Not -to- Exceed Amount, then the CONSULTANT /CONTRACTOR shall perform all work required
by this Work Order for a sum not exceeding the amount indicated as the Work Order Amount. In no event
is the CONSULTANT /CONTRACTOR authorized to incur expenses exceeding the Not -To- Exceed
Amount without the express written consent of the CITY. Such consent will normally be in the form of an
amendment to this Work Order. The CONSULTANT / CONTRACTOR' compensation shall be based on
the actual work required by this Work Order and the Labor Hour Rates established in the Master
Agreement.
(iii) TIME BASIS WITH A LIMITATION OF FUNDS AMOUNT. If the compensation is based on a "Time Basis
Method" with a Limitation of Funds Amount, then the amount identified as the Work Order Amount
becomes the Limitation of Funds amount which shall not be exceeded without prior written approval of the
CITY. Such approval, if given by the CITY, will indicate a new Limitation of Funds amount. The
CONSULTANT /CONTRACTOR shall advise the CITY whenever the CONSULTANT /CONTRACTOR
has incurred expenses on this Work Order that equals or exceeds eighty percent (80 %) of the Limitation of
Funds amount. The CONSULTANT /CONTRACTOR's compensation shall be based on the actual work
required by this Work Order and the Labor Hour Rates established in the Master Agreement.
(iv) UNIT PRICE BASIS WITH A NOT TO EXCEED AMOUNT. If the compensation is based on a "Unit Price
Basis," then the CONSULTANT /CONTRACTOR shall perform all work required by this Work Order for the
amount resulting from computing the quantity(ies) of defined units and agreed upon unit pricing to establish
amount of CONTRACTOR'S compensation. All adjustments to quantities shall be approved by the Project
Manager. Prior written approval by the City is required to adjust the not to exceed amount.
The CITY shall make payment to the CONSULTANT /CONTRACTOR in strict accordance with the payment terms
of the above - referenced Agreement.
It is expressly understood by the CONSULTANT /CONTRACTOR that this Work Order, until executed by the
CITY, does not authorize the performance of any services by the CONSULTANT /CONTRACTOR and that the CITY,
prior to its execution of the Work Order, reserves the right to authorize a party other than the
CONSULTANT /CONTRACTOR to perform the services called for under this Work Order if it is determined that to do
so is in the best interest of the CITY.
The CONSULTANT /CONTRACTOR shall execute this Work Order first and the CITY second. This Work
Order becomes effective and binding upon execution by the CITY and not until then. A copy of this executed Work Order
along with a Purchase Order will be forwarded to the CONSULTANT /CONTRACTOR at the completion of that action.
It is noted that the Purchase Order Number must be indicated on all invoices germane to the Work Order.
WORK ORDER TERMS AND CONDITIONS
1. By accepting this Work Order (WO) the ContractorNendor /Contractor accepts all of the Terms and
Conditions included herein. The Buyer is the City of Sanford, Florida, hereinafter referred to as the
"City". The term "City" is used in a broad sense to include its employees, directors, officers, agents,
volunteers, etc.
2. All information referenced is hereby incorporated into the WO. These Terms and Conditions may be
varied only by written amendment signed by the parties. All modifications in performance, including but
not limited to, extensions of time, renewal, or substitution are void absent dually signed amendment by
the parties. Time is of the essence of the lawful performance of the duties and obligations contained in
the Work Order. The Vendor /Contractor agrees that Vendor /Contractor shall diligently and expeditiously
pursue Vendor /Contractor's obligations.
3. Cancellation rights reserved by the City. The City may cancel this WO in whole or in part at any time for
default by written notice to the Vendor /Contractor. The City shall have no liability to the
Vendor /Contractor beyond payment of any balance owing for Material purchased hereunder and
delivered to and accepted by the City prior to the Vendor /Contractor's receipt of the notice of
termination.
4. Terms of shipping are F.O.B. the City's delivery location unless otherwise noted within the terms of this
WO. Regardless of the indicated F.O.B. point, the City does not accept title until the delivery is
acknowledged by an authorized City representative"
5. Prices stated on this WO are firm, all inclusive and consistent with applicable negotiations, bid(s) and /or
quotations. The City is exempt from the Florida Sales and Use Tax and will furnish the
Vendor /Contractor with proof of tax exemption upon request. Extra charges for any purpose will not be
allowed unless explicitly indicated on the WO. This order is hereby cancelled, if pricing is omitted.
6. The Vendor /Contractor warrants that any material or equipment supplied hereunder is new, unused
condition and free from defects in title, workmanship, defects in design and in full compliance with the
specifications defined by the City in the order. The goods or services furnished under this WO are
covered by commercial warranties for such goods or services and that the rights and remedies
provided therein are in addition to and do not limit those available to the City. A copy of these
warranties and all applicable manufacturer's warranties shall be furnished at the time of delivery.
7. The City reserves the right to conduct any inspection or investigation to verify compliance of the goods
and /or services with the requirements of this Work order and to reject any delivery not in compliance If
any deficiency is not visible at the time of delivery the City reserves the right to take and /or require
appropriate corrective action upon the discovery of any deficiency, non - compliance, or defect
8. All tools or property furnished to the Vendor /Contractor by the City shall remain the property of the City,
be subject to removal upon the City's demand, be used only on behalf of the City, be maintained in
good order, and be clearly identified as property of the City. The Vendor /Contractor assumes any and
all liability of whatsoever type or nature for loss or damage to such property.
9. The Vendor /Contractor agrees to comply with all Federal, State of Florida, Seminole County, City laws,
ordinances, regulations, authority and codes and authority having jurisdiction over the purchase.
10. To the fullest extent permitted by law, the Vendor /Contractor shall indemnify, hold harmless and defend
the City, its agents, servants, officers, officials and employees, or any of them, from and against any
and all claims, damages, losses, and expenses including, but not limited to, attorney's fees and other
legal costs such as those for paralegal, investigative, and legal support services, and the actual costs
incurred for expert witness testimony, arising out of or resulting from the performance or provision of
services required under this Agreement, provided that same is caused in whole or in part by the error,
omission, act, failure to act, breach of contract obligation, malfeasance, officers, officials, employees, or
agents. Additionally, the Vendor /Contractor accepts responsibility for all damages resulting in any way
related to the procurement and delivery of goods or services contemplated in this Work order. Nothing
herein shall be deemed to affect the rights, privileges, and immunities of the City as set forth in Section
768.28, Florida Statutes.
11. The Vendor /Contractor shall not assign this WO, any rights under this WO or any monies due or to
become due hereunder nor delegate or subcontract any obligations or work hereunder without the prior
written consent of the City.
WORK ORDER TERMS AND CONDITIONS -Page 2
12. The Vendor /Contractor shall not disclose the existence of this WO without prior written consent of the
City except as may be required to perform this WO.
13. All Material purchased hereunder must be packaged to ensure its security and delivery in accordance
with the City's shipping and packaging specification and good commercial practice. Each package shall
be labeled indicating the addressee of each package or shipment and the applicable WO number. All
shipments shall comply with HAZMAT requirements including, but not limited to, (DOT) regulations
published in 49CFR 1399, OSHA regulations 29 CFR 4999.
14. The Vendor /Contractor shall perform the obligations of this WO as an independent contractor and
under no circumstances shall it be considered as agent or employee of the City.
15. The Vendor /Contractor ensures that its personnel shall comply with reasonable conduct guidelines and
City policies and procedures.
16. After each delivery, the Vendor /Contractor shall provide to the "bill to address" an original, "proper
invoice" (single copy) which includes: a) Vendor /Contractor's name(dba), telephone number, mailing
address; b) City's P.O. Number; c) Date of invoice; d) Shipping date; e) Delivery date; f) Payment
terms; g) Description of goods /services; h) quantity; i) Unit price; j) Extended price; k) Total. The City
has the right to reconcile invoice with the WO and adjust payment accordingly to comply with the WO.
Payment will be made only to the Vendor /Contractor identified on the WO and for received and
accepted goods /services. The City shall have right at any time to set -off any amounts due to the
Vendor /Contractor against any amounts owed to the City by the Vendor /Contractor and shall in the
case of Vendor /Contractor default retain the right to further adjust payments as consistent with the best
interests of the City.
17. Payment of invoices will be in compliance with Chapter 218, Part VII of Florida Statutes, City Ordinance
No. 3029, Purchasing Policy of the City and the stipulations, terms and conditions of this WO. Any cash
discount period will date from receipt of invoice, receipt of actual delivery or date of invoice, which ever
is later.
18. If this WO involves the Vendor /Contractor's performance on the City's premises or at any place where
the City conducts operations, the Vendor /Contractor shall request information from the Purchasing
Manager regarding insurance coverage requirements. In circumstances where insurance is required,
Vendor /Contractor shall provide proofs of insurance required by the City, or City reserves the right to
cancel this Work Order, immediately suspend performance by the Vendor /Contractor at
Vendor /Contractor's expense and prohibit access to City premises until such proofs of insurance is
verified Noncompliance with this item shall place the Vendor /Contractor in default and subject to
disbarment from the City's Vendor /Contractor List.
19. The failure of the city to enforce any provision of this WO, exercise any right or privilege granted to the
City hereunder shall not constitute or be construed as a waiver of any such provision or right and the
same shall continue in force.
20. The Vendor /Contractor shall notify the Purchasing Manager of any inherent hazard and applicable
precautions, protective measures and provide any additional relevant information, including MSDS,
related to the Material being purchased herein.
21. The City shall have the right at no additional charge to use all or portions of material found in the
Vendor /Contractor's applicable literature relevant to the purchase. The Vendor /Contractor agrees to
advise the City of any updated information relative to the foregoing literature and documentation with
timely written notice.
22. A person or affiliate who has been removed from the City's Vendor /Contractor List may not submit a bid
or transact business with the City in excess of Category Two for a period of thirty -six (36) months from
the date of being removed from the City's Vendor /Contractor List.
23. In compliance with 8 U.S.C. Sectionl324a(e) [Section 274A(e) of the Immigration and Nationality Act
(INA)], the City will not intentionally make an award or upon discovery of a violation will unilaterally
cancel this WO with any contractor who knowingly employs unauthorized alien workers.
WORK ORDER TERMS AND CONDITIONS -Page 3
24. This WO shall be governed by and interpreted in accordance with the laws of the State of Florida. In
any action or proceeding required to enforce or interpret the terms of this Agreement, venue shall be of
the Eighteenth Judicial Circuit in and for Seminole County, Florida
water & air
RESEARCH, INC.
October 12, 2011
Ms Migdalia Hernandez, M.S.E
Water Resources Engineer
City of Sanford
P.O. Box 1788
Sanford, Florida 32772 -1788 !
Re: Consumptive Use Permit #162, Conditions 26, 28, and 38 r
Cost Estimate and Proposal to Perform Monitoring and Reporting for the Time Period of
October 1, 2011, through December 31, 2011.
Ms Hernandez, J "
Water & Air Research, Inc. (Water & Air) is pleased to provide our work scope and cost estimate to
perform monitoring and reporting required by the St. Johns River Water Management District (SJRWMD)
Consumptive Use Permit (CUP) #162 for Conditions 26, 28, and 38, for the time period of October 1,
2011, through December 31, 2011.
Because no change in scope has been authorized no price changes for this three month period beginning
October 1, 2011 extending through December 31, 2011 have been incurred. If additional work is
requested outside this scope it will be invoiced using the existing contract rates.
Monitoring and Reporting Costs
Where applicable the costs presented are shared with the City of Lake Mary
I Report to SJRWMD directly as per schedule requirements under Permit #162. The City shall be copied
on all correspondence with SJRWMD. One hard copy and one electronic copy (CD) shall be submitted
to the City with each invoice.
• The cost for one saline /brackish quarterly monitoring reports and one bi- annual wetland
monitoring report is $1,395.09.
2. Complete Compliance with Condition 26 (1, 11, l/l; IV; V. VI; V11)
The cost for weekly hydrologic data collection is $2,989.15.
3. Complete Compliance with Condition 27, which includes advising the City ahead of time with any
possible issue with this condition
• This will be completed at no cost.
REAL PEOPLE ■ REAL SOLUTIONS
6821 SW Archer Road
Gainesville, FL 32608
Voice: 35 -1
Toll Free: 1 / - 49 2 7
Fax: 3S2 /178 -1500
businessdev@waterandair.com
www.waterandair corn
City of Sanford
Ms. Migdalia Hernandez, M.S.E.
October 12, 2011
Page 2 of 2
4 Complete Compliance with Condition 28 (1; fl; Ill; IV; V).
• The cost for one quarter of saline /brackish water intrusion monitoring is $1,591.85
• The cost for one quarter of analytical testing is $572.64.
5. Complete Compliance with Condition 38
• The costs to comply with Condition 38 are covered in item 2 (Complete Compliance with
Condition 26). There are no additional costs to the client
The total cost to complete the above services for the period of October 1, 2011, through December 31,
2011, is $6,548.73.
If you have any questions or concerns regarding this cost estimate and the scope of work, please contact
Mr. Scott Burgard, P.G., or myself, by phone at (352) 372 -1500, or by e-mail at
rburlesonAwaterandair.com We look forward to working with you on this project.
Sincerely,
Water & Air Research, Inc. r
Robert W. Burleson, M. E., P.E.;�,r
Principal Engineer
Attachments: - Short-Form Contract '
i
Standard Terms
water & air
RESEAREUNC
Environmental Engineers,
Scientists, d Planners
River Water Management District (SJRWMD) Consumptive
Use Permit (CUP) #162 for Conditions 26, 28, and 38, for the
time period of October 1, 2011, through December 31, 2011.
2. Attachments:
Water & Air Proposal Dated October 12, 2011
p
Return signed contract to the address above, ATTN: Business Operations Director
Project: Cost Estimate and Proposal to Perform Monitoring and Reporting for the Time Period of
October 1 2011, through December 31, 2011, for CUP #162 Conditions 26, 28 and 38 — City of Sanford Florida
Client:
Ms. Migdalia Hernandez, M.S.E. Date: October 12, 2011
Water Resources Engineer
I City of Sanford Page 1 of 6
P.O. Box 1788 (including Standard Terms & Conditions)
Sanford, Florida 32772 -1788
Contact Person: Ms. Migdalia Hernandez, M.S.E.
1. Scope of Work and Schedule: Price: (Please check appropriate box)
Perform monitoring and reporting required by the St. Johns
SHORT FORM CONTRACT BETWEEN
CLIENT AND WATER & AIR
i Water S Air Research, Inc.
6821 SW Archer Road
Gainesville, Florida 32608
www.waterandair.com
Tele hone• 352 372 1500 • Fax• 352 378 1500 • Toll Free• 800 242 4927
3. Documents Incorporated by Reference:
® Lump Sum: $6,548.73
❑ Time & Materials:
❑ Per Unit: $ (explain units below)
By and in consideration of this Contract and the obligations imposed by it, Client and Water & Air agree to
the terms stated above and to the terms and conditions stated (i) on Page 2 of this document, (ii) in the
attachments, and (iii) in the documents incorporated by reference in this contract (together, "Contract
Documents ").
Retainer /advance: Client agrees to pay the following non - refundable amount upon contract execution. $NIA
Retainer /advance will be applied to outstanding invoice balance.
Authorized: (Client)
Signature:
Name:
Title
Date:
Accepted: (Water & Air)
Signature:
Name:
Title:
Date:
Project Manager: RWB
Standard Terms
(General Conditions)
It is understood that the Proposal is valid for a period of ninety (90) days. Upon the expiration of that period of time. Water & .Air
Research, Inc. INN ater & Air) reserves the right to review the proposed basis of pay ment and fees to allow for changing costs. as
well as to adjust the time of performance to conform to work loads. References herein to "Water & Air' are deemed to refer to
Water & Air Research. Inc.
STAN DARD OF CARE- -The only w arranty or guarantee made by Water & Air in connection with the services performed
hereunder, is that Water & Air will use that degree of care and skill ordinarily exercised under similar conditions by reputable
members of our profession practicing in the same or similar locality. Fxcept as set forth herein, no other ,.% arranty, expressed or
implied, in fact or by law, whether of merchantability, fitness for any particular purpose, or otherwise is made or intended by
Water & Air's Proposal for consulting services or by A ater & Air furnishing oral or written reports.
PAYMFlN T TIER I S-- Pavrx -M is due umxm rme* of Waw $ Aies mviai're,- Ifpniniew is ffxe n=itiicd wiihiin tl6sit q days &a m
dw imnowe da&-- Cbem agnus w pay a finance clraffa on ffw pasrtio-riliIl am ount mfdw p*A aurae axe ®fa w and a W4-nAf
percent per month. I f one and one -half percent per month exceeds the maximum allowed by law, the charge shall automatically
be reduced to the maximum legally allowable. Client shall notify Water & Air in writing of any disputed amount within 15 days
after date of invoice: otherwise. all invoice charges are agreed to be acceptable. If W ater & Air needs to employ legal services to
collect any amount(s) that are determined by a court of competent jurisdiction to be overdue and payable. Client agrees to pay all
costs of collection. including but not limited to, reasonable attorney's fees and court costs. Fixed price contracts will be invoiced
on a percent- complete basis.
Unless the Proposal provides otherwise, the proposed fees constitute A ater & Air's estimate of the charges required to complete
the project as defined. Except as othenwise provided in the Proposal. the project scope will not be altered without mutual
agreement.
Costs and schedule commitments shall be subject to renegotiation for unreasonable delays caused by the client's failure to
provide specified facilities or information or for delays caused by unpredictable occurrence or force majeure. such as tires,
floods, strikes, riots, unavailability of labor. materials or services, process shutdown, acts of God or of the public enemy, or acts
or regulations of any governmental agency.
PERMIT ASSISTANCE-- Client shall assist Water & Air in obtainina all necessary governmental permits and /or approvals
required fir the performance of the sen ices. Water & Air's obligations hereunder are specifically subject to the issuance of all
such permits and/or approvals.
DFt.IVERABt ES -- All deliverables. including but not limited to. any and all reports, drawings, plans. designs. and
specifications prepared by Water & Air hereunder shall become Client's property upon final payment. Water & Air shalt retain
copies of all deliverables. Deliverables may not be used or reused by Client. its employees, agents, or subcontractors on any
extension of the project or on any other project without the prior ATitten consent of �k ater & Air. which consent will not be
unreasonably withheld.
ofentry to %� ater R ,fir. I{: in order to perlortn the Scr, ices. t?%ater d: Air damaL � or alter., a site o , ,vned by a third party. Client
l !reQs i0 pay the c )st t'I r_i[ — ,o i l the lite In Its :.utichilli' (irior to'riC
GEOPHYSICAL SERVICES —Water & Air does not guarantee any specific results from sampling or analytical activity.
% ater & Air shall not be liable for loss and/or damage to the >urface or subsurface due to subsurface sampling. Water & Air shal'
not be liable for damage to wells caused by subsurface trespass or from operational services. Client will repair or replace any
equipment damaged or lost in a well unless caused by Water &r Air's gross negligence or willful misconduct. Recovery, of lost
equipment will be Client's responsibility. Water & Air is not liable for the accuracy of copies of the original logs or for
recommendations based on such copies. Water & Air will provide professional interpretation and recommendations if requested
in the Scope of Work. Water & Air shall not be responsible for obtaining permits or permission to log a well on a Site owned by
a third party.
CERTIFICATIONS -- Water & Air shall not be required to sign any documents. no matter by who requested, that would result in
Water & Air having to certify, guarantee. or warrant the existence of conditions whose existence Water & Air cannot ascertain.
Client agrees not to make resolution of any dispute w ith Water & Air or pay ment of any amount due to Water & Air in any way
contingent upon Water & Air's signing any such documents.
ENTIRE CONTRACT -- This Contract constitutes the entire agreement between the parties and supersedes any and all prior
written or oral agreements existing between the parties. This Contract may be amended only by written instrument signed by each
party.
These standard terms and conditions shall take precedence over any inconsistent or contradictory provisions contained in any
Proposal. contract, purchase order. requisition, notice to proceed. or like document regarding Water & Air's sen ices.
If any of these standard terms and conditions shall be finally determined to be invalid or unenforceable in whole or in part. the
remaining pro%isions hereof shall remain in full force and effect and shall be binding upon the parties hereto. The parties agree to
reform this Agreement to replace any such invalid or unenforceable provision with a valid and enforceable provision that comes
as close as possible to the intention of the stricken prov ision.
These standard terns and conditions shall sun ive the completion of the sen ices under this Agreement and the termination of this
Agreement for any cause.
GOVERNING LAA - This agreement shall be governed in all respects b% the laws of the State of Florida
V 51'.ndardT,,rinsll me !oil 6'08