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GENERAL CONDITIONS — FLORIDA
<br />Parties And Scope Of Work—A&A shall include said company and any subsidiary or affiliate performing the Work. "Work" means the specific services to be performed
<br />by A&A as set forth in A&A's proposal as well as any additional services requested or accepted by Client. "Client" refers to the person or business entity ordering the
<br />Work to be done by A&A. If the Client is ordering the Work on behalf of a third party or intends to provide A&A's Work to induce a third party's reliance, Client shall
<br />disclose the identity of such third party to A&A in writing before the commencement of A&A's Work hereunder. In the event Client fails to disclose the identity of such
<br />third party prior to commencement of A&A's Work, A&A will owe no legal duty to such third patty unless the third party negotiates and obtains a written reliance letter
<br />from A&A. Client agrees that A&A's professional duties are specifically limited to the Work as set forth in A&A's proposal. The Client assumes sole responsibility for
<br />determining whether the quantity and the nature of the Work ordered by the Client is adequate and sufficient for the Client's intended purpose. A&A's Work is for the
<br />exclusive use of Client. In no event shall A&A owe any legal duty to any third party (including, but not limited to, assignees, successors in interest and subsequent
<br />purchasers) unless those third parties are disclosed by Client in accordance with this paragraph and those third parties accept these General Conditions.
<br />On -Call Services — In the event A&A is retained to perform construction materials testing ("CMT'), including but not limited to proctor and soil density tests, concrete
<br />tests, etc., on an On -Call basis such that A&A is not retained to perform continuous observations of construction, Client assumes sole responsibility for determining the
<br />type, location and frequency of sampling and testing. In such On -Call testing, A&A's test results are only representative of conditions at the test location and elevation,
<br />and different conditions may exist at other locations and other elevations. Furthermore, in the event Client fails to properly determine the location or frequency of sampling
<br />and testing, under no circumstances will A&A assume that duty by performing its CMT services.
<br />Right -of -Entry — Unless otherwise agreed, Client will furnish right -of -entry on the property for A&A to make the planned borings, surveys, and/or explorations. A&A
<br />will take reasonable precautions to minimize damage to the property caused by its equipment and sampling procedures, but the cost of restoration or damage which may
<br />result from the planned operations is not included in the contracted amount.
<br />Damage to Existing Man-made Objects — It shall be the responsibility of the Client to disclose the presence and accurate location of all hidden or obscure man-made
<br />objects relative to field tests, sampling, or boring locations. Client waives any claim against A&A and A&A's subcontractors arising from any damage to existing man-
<br />made objects. In addition, Client shall defend, indemnify and hold A&A and A&A's subcontractors harmless from any third party claim arising from damage to existing
<br />man-made objects. Client's obligation to indemnify for such third party claims is limited to $1,000,000 per occurrence which the parties agree bears a reasonable
<br />relationship to this Agreement.
<br />Limitation of Liability - A&A shall perform services for Client in a professional manner, using that degree of care and skill ordinarily exercised by and consistent with
<br />the standards of competent consultants practicing in the same or a similar locality as the project. In the event any portion of the services fails to comply with this obligation
<br />and A&A is promptly notified in writing prior to one year after completion of such portion of the services, A&A will re -perform such portion of the services, or if re -
<br />performance is impracticable, A&A will refund the amount of compensation paid to A&A for such portion of the services. In no event shall A&A be liable for any
<br />special, indirect, incidental, or consequential damages. The remedies set forth herein are exclusive and the total liability of A&A whether in contract, tort (including
<br />negligence whether sole or concurrent), or otherwise arising out of, connected with or resulting from any and all services provided by A&A, including but not limited to
<br />the Work, shall not exceed the total fees paid by Client or $50,000.00, whichever is less.
<br />PURSUANT TO §558.0035, FLORIDA STATUTES, A&A'S INDIVIDUAL EMPLOYEES AND/OR
<br />AGENTS MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE ARISING OUT OF,
<br />CONNECTED WITH, OR RESULTING FROM THEIR SERVICES PROVIDED PURSUANT TO
<br />THIS AGREEMENT.
<br />Sampling or Testing Location — Unless specifically stated to the contrary, the unit fees included in this proposal do not include costs associated with professional land
<br />surveying of the site or the accurate horizontal and vertical locations of tests. Field tests or boring locations described in our report or shown on our sketches are based
<br />on specific information famished to us by others or estimates made in the field by our technicians. Such dimensions, depths or elevations should be considered as
<br />approximations unless otherwise stated in the report.
<br />Sample Handling and Retention — Generally test samples or specimens are consumed and/or substantially altered during the conduct of tests and A&A, at its sole
<br />discretion, will dispose (subject to the following) of any remaining residue immediately upon completion of test unless required in writing by the Client to store or
<br />otherwise handle the samples. (a) NON HAZARDOUS SAMPLES: At Client's written request, A&A will maintain preservable test samples and specimens or the
<br />residue therefrom for thirty (30) days after submission of A&A's report to Client tree of storage charges. After the initial 30 days and upon written request, A&A will
<br />retain test specimens or samples for a mutually acceptable storage charge and period of time. (b) HAZARDOUS OR POTENTIALLY HAZARDOUS SAMPLES: In
<br />the event that samples contain substances or constituents hazardous or detrimental to human health, safety or the environment as defined by federal, state or local statutes,
<br />regulations, or ordinances ("Hazardous Substances" and "Hazardous Constituents", respectively), A&A will, after completion of testing and at Client's expense: (i) return
<br />such samples to Client; (ii) using a manifest signed by Client as generator, will have such samples transported to a location selected by Client for final disposal. Client
<br />agrees to pay all costs associated with tate storage, transport, and disposal of such samples. Client recognizes and agrees that A&A is acting as a bailee and at no time
<br />does A&A assume title of said waste.
<br />Discovery of Unanticipated Hazardous Materials — Hazardous materials or certain types of hazardous materials may exist at a site where there is no reason to believe
<br />they could or should be present. A&A and Client agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation
<br />of the scope of work or termination of services. A&A and Client also agree that the discovery of unanticipated hazardous materials may snake it necessary for A&A to
<br />take immediate measures to protect health and safety. A&A agrees to notify Client as soon as practicable should unanticipated hazardous materials or suspected hazardous
<br />materials be encountered. Client encourages A&A to take any and all measures that, in A&A's professional opinion, are justified to preserve and protect the health and
<br />safety of A&A's personnel and the public. Client agrees to compensate A&A for the additional cost of working to protect employees' and the public's health and safety.
<br />In addition, Client waives any claim against A&A arising from A&A's discovery of unanticipated hazardous materials or suspected hazardous materials.
<br />Indemnification — Client agrees to defend, indemnify and save harmless A&A from all claims, including negligence claims, suits, losses, personal injuries, death and
<br />property liability resulting from the actions or inactions of Client, Client's contractors, representatives, agents and employees.
<br />Assignment — Client hereby agrees that this Agreement shall not be assignable by Client without A&A's written consent.
<br />Legal Jurisdiction — The parties agree that any litigation shall only be brought in a court of competent jurisdiction located in Orlando, Orange County, Florida. All
<br />causes of action, including but not limited to actions for indemnification and contribution, arising out of A&A's Work shall be deemed to have accrued and the applicable
<br />statutes of limitation, which are unaltered by this provision, shall commence to nm not later than the date of issuance of A&A's final invoice for the Work. Each of the
<br />parties hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this agreement.
<br />Force Majeure - A&A shall not be held responsible for any delay or failure in performance caused by fire, flood, explosion, war, strike, embargo, government requirement,
<br />civil or military authority, acts of God, act or omission of subcontractors, carrier, clients or other similar causes beyond its control.
<br />Drafting and Severability — This Agreement has been drafted by all Parties hereto and shall not be construed against one Party or in favor of any other Party. In the
<br />event that any provision of this Agreement is held invalid, the remainder of this Agreement shall be fully enforceable.
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