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To the extent damages are covered by property insurance, Client and UES waive all rights against each other and against the contractors, consultants, agents,
<br />and employees of the other for damages, except such rights as they may have to the proceeds of such insurance.
<br />SECTION 9: DISPUTE RESOLUTION 9.1 All claims, disputes, and other matters in controversy between UES and Client arising out of or in any way related
<br />to this Agreement will be submitted to mediation or non-binding arbitration, before and as a condition precedent to other remedies provided by law. 9.2 If a
<br />dispute arises and that dispute is not resolved by mediation or non-binding arbitration, then: (a) the claim will be brought in the state or federal courts having
<br />jurisdiction where the UES office which provided the service is located; and (b) the prevailing party will be entitled to recovery of all reasonable costs incurred,
<br />including staff time, court costs, attorneys' fees, expert witness fees, and other claim related expenses.
<br />SECTION 10: TERMINATION 10.1 This agreement may be terminated by either party upon seven (7) days written notice in the event of substantial failure by
<br />the other party to perform in accordance with the terms hereof, or in the case of a force majeure event such as terrorism, act of war, public health or other
<br />emergency. Such termination shall not be effective if such substantial failure or force majeure has been remedied before expiration of the period specified in
<br />the written notice. In the event of termination, UES shall be paid for services performed to the termination notice date plus reasonable termination expenses.
<br />10.2 In the event of termination, or suspension for more than three (3) months, prior to completion of all reports contemplated by the Agreement, UES may
<br />complete such analyses and records as are necessary to complete its files and may also complete a report on the services performed to the date of notice of
<br />termination or suspension. The expense of termination or suspension shall include all direct costs of UES in completing such analyses, records, and reports.
<br />SECTION 11: REVIEWS, INSPECTIONS, TESTING, AND OBSERVATIONS 11.1 Plan review, private provider inspections, and building inspections are
<br />performed for the purpose of observing compliance with applicable building codes. Threshold inspections are performed for the purpose of observing
<br />compliance with an approved threshold inspection plan. Construction materials testing ("CMT") is performed to document compliance of certain materials or
<br />components with applicable testing standards. UES's performance of plan reviews, private provider inspections, building inspections, threshold inspections,
<br />or CMT, or UES's presence on the site of Client's project while performing any of the foregoing activities, is not a representation or warranty by UES that
<br />Client's project is free of errors in either design or construction. 11.2 If UES is retained to provide construction monitoring or observation, UES will report to
<br />Client any observed work which, in UES's opinion, does not conform to the plans and specifications provided to UES. UES shall have no authority to reject
<br />or terminate the work of any agent or contractor of Client. No action, statements, or communications of UES, or UES's site representative, can be construed
<br />as modifying any agreement between Client and others. UES's performance of construction monitoring or observation is not a representation or warranty by
<br />UES that Client's project is free of errors in either design or construction. 11.3 Neither the activities of UES pursuant to this Agreement, nor the presence of
<br />UES or its employees, representatives, or subcontractors on the project site, shall be construed to impose upon UES any responsibility for means or methods
<br />of work performance, superintendence, sequencing of construction, or safety conditions at the project site. Client acknowledges that Client or its contractor
<br />is solely responsible for project jobsite safety. 11.4 Client is responsible for scheduling all inspections and CMT activities of UES. All testing and inspection
<br />services will be performed on a will -call basis. UES will not be responsible for tests and inspections that are not performed due to Client's failure to schedule
<br />UES's services on the project, or for any claims or damages arising from tests and inspections that are not scheduled or performed.
<br />SECTION 12: ENVIRONMENTAL ASSESSMENTS Client acknowledges that an Environmental Site Assessment ("ESA") is conducted solely to permit UES
<br />to render a professional opinion about the likelihood or extent of regulated contaminants being present on, in, or beneath the site in question at the time
<br />services were conducted. No matter how thorough an ESA study may be, findings derived from the study are limited and UES cannot know or state for a fact
<br />that a site is unaffected by reportable quantities of regulated contaminants as a result of conducting the ESA study. Even if UES states that reportable
<br />quantities of regulated contaminants are not present, Client still bears the risk that such contaminants may be present or may migrate to the site after the
<br />ESA study is complete.
<br />SECTION 13: SUBSURFACE EXPLORATIONS 13.1 Client acknowledges that subsurface conditions may vary from those observed at locations where
<br />borings, surveys, samples, or other explorations are made, and that site conditions may change with time. Data, interpretations, and recommendations by
<br />UES will be based solely on information available to UES at the time of service. UES is responsible for those data, interpretations, and recommendations, but
<br />will not be responsible for other parties' interpretations or use of the information developed or provided by UES. 13.2 Subsurface explorations may result in
<br />unavoidable cross -contamination of certain subsurface areas, as when a probe or boring device moves through a contaminated zone and links it to an aquifer,
<br />underground stream, or other hydrous body not previously contaminated. UES is unable to eliminate totally cross -contamination risk despite use of due care.
<br />Since subsurface explorations may be an essential element of UES's services indicated herein, Client shall, to the fullest extent permitted by law, waive any
<br />claim against UES, and indemnify, defend, and hold UES harmless from any claim or liability for injury or loss arising from cross -contamination allegedly
<br />caused by UES's subsurface explorations. In addition, Client agrees to compensate UES for any time spent or expenses incurred by UES in defense of any
<br />such claim with compensation to be based upon UES's prevailing fee schedule and expense reimbursement policy.
<br />SECTION 14: SOLICITATION OF EMPLOYEES Client agrees not to hire UES's employees except through UES. In the event Client hires a UES employee
<br />within one year following any project through which Client had contact with said employee, Client shall pay UES an amount equal to one-half of the employee's
<br />annualized salary, as liquidated damages, without UES waiving other remedies it may have.
<br />SECTION 15: ASSIGNS Neither Client nor UES may delegate, assign, sublet, or transfer its duties or interest in this Agreement without the written consent
<br />of the other party.
<br />SECTION 16: GOVERNING LAW AND SURVIVAL 16.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction
<br />in which the UES office performing the services hereunder is located. 16.2 In any of the provisions of this Agreement are held illegal, invalid, or unenforceable,
<br />the enforceability of the remaining provisions will not be impaired and will survive. Limitations of liability and indemnities will survive termination of this agreement
<br />for any cause.
<br />SECTION 17: INTEGRATION CLAUSE 17.1 This Agreement represents and contains the entire and only agreement and understanding among the parties
<br />with respect to the subject matter of this Agreement, and supersedes any and all prior and contemporaneous oral and written agreements, understandings,
<br />representations, inducements, promises, warranties, and conditions among the parties. No agreement, understanding, representation, inducement, promise,
<br />warranty, or condition of any kind with respect to the subject matter of this Agreement shall be relied upon by the parties unless expressly incorporated herein.
<br />17.2 This Agreement may not be amended or modified except by an agreement in writing signed by the party against whom the enforcement of any modification
<br />or amendment is sought.
<br />SECTION 18: WAIVER OF JURY TRIAL Both Client and UES waive trial by jury in any action arising out of or related to this Agreement.
<br />SECTION 19: INDIVIDUAL LIABILTY PURSUANT TO FLORIDA STAT. 558.0035, AN
<br />INDIVIDUAL EMPLOYEE OR AGENT OF UES MAY NOT BE HELD INDIVIDUALLY LIABLE
<br />FOR NEGLIGENCE.
<br />UES DOCS No. 1823094 Revised 12/04/2020
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