Terms & Conditions

SUBSCAN, LLC

SERVICE TERMS AND CONDITIONS

Effective date: January 21, 2025

1. Applicability. These General Terms and Conditions for Services (“Terms”) govern the provision of underground utility locating, concrete scanning, video pipe inspection, and related services (“Services”) by SubScan, LLC, a Florida limited liability company (“Company”), to the customer (“Customer”) identified in the accompanying proposal, work order, or quotation (collectively, “Order Confirmation”). The Order Confirmation and these Terms (collectively, the “Agreement”) comprise the entire agreement between the parties and supersede all prior understandings, agreements, negotiations, and communications, whether written or oral. In the event of any conflict between these Terms and the Order Confirmation, these Terms shall prevail unless the Order Confirmation expressly states that it modifies a specific provision of these Terms. These Terms prevail over any of Customer’s general terms and conditions regardless of when Customer has submitted its request for proposal or order. The Company’s provision of Services does not constitute acceptance of any of Customer’s terms and conditions.

2. Services and Technical Limitations. a) Scope: Company shall provide the Services described in the Order Confirmation in accordance with these Terms. Unless expressly specified as “Quality Level A” (Locating/Potholing) involving vacuum excavation, the Services are defined as “Quality Level B” (Designating) as per the ASCE 38-02/38-22 Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data. This means the Company will use surface geophysical methods to interpret the presence of subsurface utilities and mark their approximate horizontal position. b) Equipment: Company utilizes industry-standard geophysical equipment, including Ground Penetrating Radar (GPR) and Electromagnetic (EM) Induction devices, as generally described in Exhibit A. c) Inherent Limitations: Customer acknowledges that subsurface locating is an interpretative process based on the physics of signal propagation and is not an exact science. Results can be severely affected by: i. Soil Composition: High conductivity soils, particularly the heavy clay and saline groundwater conditions common in Escambia County and coastal Florida, which can attenuate GPR signals and limit depth penetration to less than 2-3 feet. ii. Target Material: Non-conductive targets (PVC, concrete, terracotta) that lack a tracer wire may not be detectable by EM methods and may be invisible to GPR if their dielectric properties are similar to the surrounding soil. iii. Site Conditions: Surface obstructions, reinforced concrete with multiple rebar layers, and electromagnetic interference from nearby power sources. d) Not a Survey: Customer acknowledges that (i) any marks, maps, or CAD drawings provided by Company are not survey-quality and do not constitute a legal land survey unless signed and sealed by a Florida Licensed Professional Surveyor and Mapper contracted specifically for that purpose; (ii) Company is not performing “Surveying and Mapping” as defined in Chapter 472, Florida Statutes, but rather utility designating; and (iii) depths provided are estimates only and must be verified by the Customer via safe excavation (potholing) prior to drilling. e) Destructive Testing: Customer is solely responsible for the final decision to drill, excavate, saw-cut, or perform any destructive process. Company’s data is a risk mitigation tool, not a guarantee of clearance.

3. Customer’s Obligations. Customer shall: a) Sunshine 811 Compliance: Acknowledge that Company is a private utility locator. It is the Customer’s statutory responsibility to contact Sunshine 811 (call 811 or visit sunshine811.com) at least two full business days prior to any excavation as required by the Underground Facility Damage Prevention and Safety Act (Chapter 556, Florida Statutes). Company is NOT responsible for locating or marking public utilities owned by member operators of the 811 system (typically up to the master meter or point of service). b) Site Access & Preparation: Secure access to the area, remove obstructions (vehicles, materials), and de-energize utilities where requested. c) Permitting: Obtain all necessary municipal permits, including Right-of-Way Utilization Permits (Escambia County or FDOT) and Extended Construction Work Hours Permits if Customer requires Services to be performed outside of standard noise ordinance hours (typically 6:00 a.m. – 7:00 p.m., Monday through Saturday, per City of Pensacola Code Sec. 8-1-13). Company reserves the right to halt work if a noise violation citation is imminent, without penalty. d) Information: Provide accurate “as-built” drawings, prior utility records, and knowledge of known facility locations.

4. Performance and Delays. Company shall use reasonable efforts to meet performance dates, but such dates are estimates only. Company is not liable for delays caused by adverse weather (including tropical systems common to the region), site inaccessibility, acts of God (Force Majeure), or Customer’s failure to prepare the site.

5. Fees and Payment. a) Payment Terms: Customer shall pay all invoiced amounts within thirty (30) days from the date of invoice (Net 30). b) Interest: Past due amounts shall bear interest at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by Section 687.03, Florida Statutes, whichever is lower. c) Collection Costs: Customer agrees to pay all costs of collection, including reasonable attorney’s fees and court costs, incurred by Company in collecting delinquent amounts. d) Negative Findings: Services are payable regardless of whether specific targets are located. The process of scanning and verifying an area as “clear” or “unknown” constitutes valuable service and effort.

6. Intellectual Property. All intellectual property rights in deliverables (reports, drawings, data, videos) remain the property of Company. Upon full payment, Company grants Customer a non-exclusive, non-transferable license to use the deliverables for the Customer’s internal purposes related to the specific project site.

7. Limited Warranty and Disclaimer. a) Standard of Care: Company warrants that it will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for Subsurface Utility Engineering (SUE). b) Clearance Zone Warranty: For concrete scanning services only, if Company marks a specific area as “Clear” or places a “Clearance Zone” indicator (e.g., a painted box or sticker) and Customer subsequently strikes a target within that marked zone while drilling within the Company’s recommended depth range, Company will refund the cost of the scan for that specific location and/or pay reasonable direct repair costs, subject to the Limitation of Liability in Section 8. This warranty does not apply to: (i) targets located deeper than the effective range of the GPR equipment (typically 18” for concrete); (ii) targets obscured by multiple layers of reinforcement mesh or “shadowing”; or (iii) slab-on-grade conditions where soil separation prevents signal return. c) DISCLAIMER: EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

8. Limitation of Liability. a) Cap on Damages: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL FEES PAID TO COMPANY FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM, OR $50,000.00, WHICHEVER IS LESS. b) Exclusion of Consequential Damages: IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES, LOSS OF USE, BUSINESS INTERRUPTION, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. c) Gross Negligence Exception: The limitations in this Section 8 shall not apply to damages resulting from the Company’s gross negligence or willful misconduct, as strictly defined under Florida law.

9. Indemnification. To the fullest extent permitted by law, Customer shall defend, indemnify, and hold harmless Company, its officers, employees, and agents from and against all claims, damages, losses, and expenses, including attorney’s fees, arising out of or resulting from the performance of the Services, provided that such claim is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property, but only to the extent caused by the negligent acts or omissions of the Customer, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable. Florida Statutory Compliance: PURSUANT TO SECTION 725.06, FLORIDA STATUTES, THE INDEMNIFICATION OBLIGATIONS HEREIN SHALL BE LIMITED TO THE GREATER OF (A) $1,000,000.00 PER OCCURRENCE, (B) THE CONTRACT PRICE, OR (C) THE PROCEEDS OF ANY APPLICABLE INSURANCE POLICY. THIS MONETARY LIMITATION IS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT AND BEARS A REASONABLE COMMERCIAL RELATIONSHIP TO THE CONTRACT.

10. Mandatory Florida Statutory Notices.

A. CONSTRUCTION LIEN LAW NOTICE (SECTION 713.015, F.S.) This notice applies if the Services constitute improvements to real property under a direct contract greater than $2,500. ACCORDING TO FLORIDA’S CONSTRUCTION LIEN LAW (SECTIONS 713.001-713.37, FLORIDA STATUTES), THOSE WHO WORK ON YOUR PROPERTY OR PROVIDE MATERIALS AND SERVICES AND ARE NOT PAID IN FULL HAVE A RIGHT TO ENFORCE THEIR CLAIM FOR PAYMENT AGAINST YOUR PROPERTY. THIS CLAIM IS KNOWN AS A CONSTRUCTION LIEN. IF YOUR CONTRACTOR OR A SUBCONTRACTOR FAILS TO PAY SUBCONTRACTORS, SUB-SUBCONTRACTORS, OR MATERIAL SUPPLIERS, THOSE PEOPLE WHO ARE OWED MONEY MAY LOOK TO YOUR PROPERTY FOR PAYMENT, EVEN IF YOU HAVE ALREADY PAID YOUR CONTRACTOR IN FULL. IF YOU FAIL TO PAY YOUR CONTRACTOR, YOUR CONTRACTOR MAY ALSO HAVE A LIEN ON YOUR PROPERTY. THIS MEANS IF A LIEN IS FILED YOUR PROPERTY COULD BE SOLD AGAINST YOUR WILL TO PAY FOR LABOR, MATERIALS, OR OTHER SERVICES THAT YOUR CONTRACTOR OR A SUBCONTRACTOR MAY HAVE FAILED TO PAY. TO PROTECT YOURSELF, YOU SHOULD STIPULATE IN THIS CONTRACT THAT BEFORE ANY PAYMENT IS MADE, YOUR CONTRACTOR IS REQUIRED TO PROVIDE YOU WITH A WRITTEN RELEASE OF LIEN FROM ANY PERSON OR COMPANY THAT HAS PROVIDED TO YOU A “NOTICE TO OWNER.” FLORIDA’S CONSTRUCTION LIEN LAW IS COMPLEX, AND IT IS RECOMMENDED THAT YOU CONSULT AN ATTORNEY.

B. CHAPTER 558 NOTICE OF CLAIM (SECTION 558.005, F.S.) ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE SUBJECT TO THE NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES.

11. Governing Law and Venue. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Pursuant to Section 47.025, Florida Statutes, any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the federal courts of the United States of America or the courts of the State of Florida in each case located in Escambia County. Each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to the laying of venue in such courts.

12. Miscellaneous. a) Severability: If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction (such as specific indemnity caps), such invalidity shall not affect any other term or provision. b) Force Majeure: Company is not liable for failure to perform due to causes beyond its reasonable control, including acts of God, hurricanes, flooding, and government actions. c) Survival: Sections 5, 6, 7, 8, 9, 10, and 11 shall survive termination of this Agreement.

EXHIBIT A: EQUIPMENT & METHODOLOGY

The following describes the standard equipment and methodologies employed by SubScan, LLC. References to specific brands or models may vary based on availability and site conditions.

1. Ground Penetrating Radar (GPR) – Underground System:

• Description: High-frequency electromagnetic pulse induction systems (typically ranging from 250MHz to 450MHz) mounted on a wheeled cart.
• Function: This unit transmits radio waves into the ground and measures the time it takes for reflections to return from subsurface interfaces. It is used to detect changes in dielectric properties that may indicate utilities, tanks, or voids.
• Limitations: Signal penetration is heavily dependent on soil conductivity. In Florida, areas with heavy clay or saline water intrusion may limit depth penetration to less than 3 feet. GPR cannot “see” through solid metal plates or extremely dense reinforced concrete without signal scattering.

2. Ground Penetrating Radar (GPR) – Concrete System:

• Description: High-resolution handheld antennas (typically 1000MHz to 2600MHz).
• Function: Used for scanning concrete slabs, walls, and columns to image rebar, post-tension cables, and conduits.
• Limitations: Cannot scan closer than 2-4 inches to walls/obstructions. Depth is typically limited to 18-24 inches in concrete. Dense rebar mats can block signals, concealing items below the top layer of steel.

3. Electromagnetic (EM) Pipe Locator:

• Description: Radio frequency receiver/transmitter units.
• Function: Detects electromagnetic fields generated by live power (passive) or induced signals (active) placed on metallic pipes and tracer wires.
• Limitations: Cannot locate non-metallic lines (PVC, concrete, terracotta) unless a tracer wire is present and intact. Signal “bleed-off” can occur in congested utility corridors, causing a signal to jump to a nearby pipe.

4. Acoustic/Sound Locator (Water Line Tracing):

• Description: A transponder system that introduces a pressure wave (“thump”) into a water column, detected by a sensitive ground microphone.
• Function: Primarily used for tracing non-metallic water lines that cannot be found via GPR or EM.
• Limitations: Highly susceptible to ambient noise (traffic, construction). Soil density affects sound travel. Horizontal accuracy is generally +/- 2 feet.

5. Traceable Rodder / Sonde:

• Description: A fiberglass rod with a copper wire core or a transmitting beacon (sonde) pushed into accessible pipes.
• Function: Allows the location of non-metallic sewer or storm drain pipes.
• Limitations: Requires direct access points (cleanouts, manholes). Rodder may not navigate sharp bends or blockages. Signal depth limited by the transmitter strength (typically 10-15 feet).

6. Infrared (Thermal) Camera:

• Description: Handheld thermal imaging device.
• Function: Detects temperature differentials. Often used to locate radiant heating tubes or active hot water leaks in slabs.
• Limitations: Requires a temperature delta (contrast) between the target and the surrounding material to be effective.