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Home My WebLink About09.d EDB- Professional Services for Project Quench EXECUTIVE SUMMARY AGENDA ITEM: Proposed Professional Service Agreement with BCS Laboratories, Inc and Charles River Laboratories Ashland, LLC. and 1st Amendment to the Professional Service Agreement with PACE Analytical Services, LLC. (PACE) and Advanced Environmental Laboratories, Inc. (AEL) for the Project Quench(Potable Reuse Plant Project)Water Quality Sampling. Date: May 16, 2024 BACKGROUND: In June 2024, Staff, and our Consultant, Carollo Engineers will begin a one-year focused demonstration period for the project to document the ability of the Potable Reuse Plant to produce water that exceeds state and federal standards. The testing plan for this demonstration has been prepared in collaboration with the state and includes a wide variety of constituents that fall into three (3) categories: Specialized Organics Sampling (aka Contaminants of Emerging Concern), Microbiological Testing and Mutagenicity Testing. These specialized tests are only available through a limited number of laboratories. Staff requested quotes from the specialized laboratories that provide these services. Our existing laboratories, PACE and AEL, provide the needed components of the specialized organics sampling. BCS Laboratories, Inc. and Charles River Laboratories Ashland, LLC specialize in Microbiological and Mutagenicity. Staff has performed a cost/price analysis of the requested quotes and determined pricing was fair and reasonable. BUDGET: Staff budgeted $430,000 in the capital budget for this project, which includes approximately ten percent (10%) contingency above the unit prices quoted by the laboratories. RECOMMENDATION: Staff respectfully recommends the Board of Supervisors approval of the Professional Service Agreement with BCS Laboratories, Inc and Charles River Laboratories Ashland, LLC. and the Pt Amendment to the Professional Service Agreement with PACE Analytical Services, LLC. and Advanced Environmental Laboratories, Inc. for the Potable Reuse Plant Project Water Quality Sampling. ATTACHMENTS: BCS Laboratories, Inc. Professional Service Agreement Charles River Laboratories Ashland, LLC. Professional Service Agreement PACE Analytical Services, LLC. Pt Amendment Advanced Environmental Laboratories, Inc. 1st Amendment //AW(Author) //AB,PS (Review) //PS (Final) 1 PROFESSIONAL SERVICES AGREEMENT BETWEEN CLAY COUNTY UTILITY AUTHORITY AND BCS LABORATORIES, INC. This PROFESSIONAL SERVICES AGREEMENT(the"Agreement"),made and entered into as of this day of , 2024, between CLAY COUNTY UTILITY AUTHORITY, an independent special district established and created pursuant to Chapter 94- 491, Laws of Florida, by Special Act of 1994, 3176 Old Jennings Road, Middleburg, FL 32068 (hereinafter "CCUA"), and BCS LABORATORIES, INC. (hereinafter "Consultant") whose principal business address is 4609 NW 6TH Street, Suite A., Gainesville, Floria 32609. The CCUA and Consultant may hereinafter be individually referred to as a "Party" and collectively referred to as the "Parties". WITNESSETH WHEREAS, CCUA desires to engage a consultant to provide laboratory services; and WHEREAS, Consultant has experience and success in providing such services for similar government entities; and WHEREAS, CCUA and the Consultant desire by mutual agreement, to enter into this Agreement as set forth herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree as follows: 1. RECITALS The Parties agree that all the foregoing recitals are true and correct and are hereby incorporated by reference herein. 2. SERVICES BY THE CONSULTANT Consultant shall be responsible for providing on-going laboratory services to CCUA. 3. COMPENSATION A. Compensation will be as outlined in Exhibit 'A'. Any additional expenses incurred will require pre-approval from the designated CCUA staff member. B. CCUA shall make payments to the Consultant based upon the approved invoices and supporting documentation and deliverables within thirty (30) days of the receipt by 2 CCUA of a complete invoice.All invoices shall be sent to the attention of the Accounts Payable Office at accountspavable(aiclavutility.org, and shall include back-up documentation as required by CCUA. Invoice payment requirements do not start until a properly completed invoice is provided to CCUA. If an invoice is not approved, in whole or in part, CCUA will inform the Consultant of the issue and Consultant will not be paid until the issue has been resolved to the satisfaction of CCUA. 4. TERM OF AGREEMENT AND TERMINATION A. This Agreement shall be effective on the date first written above and shall be effective until April 1, 2024. B. Either Party may terminate this Agreement, in whole or in part, by delivering to the other Party a written Notice of Termination. CCUA may terminate the Agreement for its convenience or for failure of the Consultant to fulfill any of its obligations hereunder, including without limitation, the Consultant's failure to complete work within the required time or the Consultant's failure to diligently proceed with the work to the satisfaction of CCUA. Except in the case of a termination by CCUA for its convenience,the Consultant shall have the opportunity to affect a remedy within fifteen (15) days of the Notice of Termination, to the satisfaction of CCUA, as determined in CCUA's sole and absolute discretion.Upon the Consultant's receipt of a written Notice of Termination from CCUA,the Consultant shall: (1)immediately stop all further work unless otherwise directed in writing by CCUA as no compensation shall be paid for any work performed after receipt of such notice (provided however that expense of a nature which cannot be immediately terminated shall be reimbursed at the minimum amount which may reasonably be arranged for such termination, if CCUA concurs); and(2)deliver to CCUA's Project Manager copies of all data, drawings, specifications, reports, estimates, summaries, and other information and materials prepared while performing this Agreement, whether completed or in process, in both paper and electronic formats acceptable to CCUA. In addition, if the Consultant has possession of CCUA goods, it shall immediately provide CCUA with an accounting of same and protect and preserve those goods until surrendered to CCUA or its agent(s)or otherwise disposed of as directed by CCUA. C. These termination provisions shall be made a part of all subcontracts under this Agreement. D. After the effective date of the Notice of Termination, CCUA will only pay for work/services already performed and goods already delivered and accepted in accordance with the terms of the Agreement. At the discretion of CCUA, CCUA may make an equitable adjustment to the compensation due to the Consultant, but under no circumstances shall the Consultant be entitled to payment for any anticipatory profit, for work/services not yet performed, or for goods not accepted by CCUA. 3 5. STATUS AND ACTIVITIES OF CONSULTANT Consultant (and all of its employees and subconsultants) is associated with CCUA as an independent contractor and not as an employee. A. It is understood that Consultant is an independent contractor and is not an employee, agent, partner, or representative of CCUA. As such, Consultant is responsible, where necessary, to obtain, at Consultant's sole cost, workers' compensation insurance, disability benefits insurance, and any other insurances that may be required by law. CCUA will not provide, nor will it be responsible to pay for, benefits for Consultant. Any such benefits, if provided for Consultant, including, but not limited to health insurance, paid vacation, paid holidays, sick leave, or disability coverage of whatever nature, must be obtained and paid for by Consultant or by other means but in no event will they be obtained and paid for by CCUA. B. Consultant, and not CCUA, will be responsible for the manner and scope in which Consultant performs the Scope of Work, but agrees that all manner and methods employed by it will be subject to approval by CCUA. Notwithstanding that,Consultant agrees that it will at all times conduct itself in an ethical and honest manner and in full compliance with all applicable laws and regulations. C. Consultant may use materials prepared by CCUA for purposes of carrying out its obligations under this Agreement. Consultant may use such materials only upon the terms and conditions stated by CCUA from time to time. Consultant may not modify or amend any materials that it is authorized to use without the prior written consent of CCUA. Except as expressly authorized in this Agreement, Consultant shall not have any right to use any name, trademark, copyright, or other designation of CCUA in advertising, publicity or marketing materials. In the event that Consultant desires to produce its own materials referring to CCUA's business, using CCUA's intellectual property, and suggesting any relationship, whatsoever, between it and CCUA, except as otherwise authorized in this Agreement ("Consultant Produced Materials"), Consultant shall submit the Consultant Produced Materials to and obtain advance written approval from an authorized representative of CCUA prior to printing and the dissemination of any such Consultant Produced Materials to any third party. CCUA shall have sole discretion to approve or disapprove of all Consultant Produced Materials. All materials furnished to Consultant by CCUA are the property of CCUA and shall be used only in the manner intended and for the furtherance of CCUA's business. Any materials, including Consultant Produced Materials, in Consultants possession or control at the termination of this Agreement shall be promptly returned to CCUA. D. Consultant shall not be subject to the provisions of any handbook or the rules and regulations applicable to employees of CCUA, since it shall fulfill her responsibilities independent of and without supervisory control by CCUA. 4 E. Consultant agrees to pay all employment taxes and other applicable taxes, including sales taxes and income taxes. F. Consultant agrees that it is not a joint employer with CCUA and further agrees that neither Party possess control over the essential terms and conditions of employment the other Party's employees. 6. CONFIDENTIALITY A. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business or industry in which Disclosing Party is engaged. Additionally, "Confidential Information" shall also include any and all personal, protected or otherwise sensitive information which the Receiving Party might be exposed to during the day-to-day operations of the Disclosing Party. B. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval. C. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees,contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit,publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.Receiving Party shall return to Disclosing Party any and all records,notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately, if Disclosing Party requests, it in writing. D. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement by a period of five (5)years. E. Nothing contained in this Agreement shall be deemed to constitute either Party a partner,joint venture or employee of the other Party for any purpose. 5 F. If a court finds any provision of this Agreement invalid or unenforceable,the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties. G. This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both Parties. H. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. 7. PUBLIC RECORDS AND RELATED INQUIRIES A. Notwithstanding anything contained in this Agreement to the contrary, the Consultant acknowledges that CCUA is subject to the Florida Public Records Law, and that in compliance therewith,at the sole discretion of CCUA,CCUA may disseminate or make available to any person, without the consent of the Consultant, information regarding this Agreement, including but not limited to information in the: responses; requirements; specifications; drawings; sketches; schematics; models; samples; tools; computer or other apparatus programs; or technical information or data, whether electronic,written,or oral,furnished by the Consultant to CCUA under this Agreement, and that copies of work products and related materials prepared or received by the Consultant under this Agreement are public records. B. Notwithstanding anything contained in this Agreement to the contrary, the Consultant shall allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, made or received by the Consultant in conjunction with this Agreement. Specifically, if the Consultant is acting on behalf of CCUA, the Consultant shall: 1. Keep and maintain public records that ordinarily and necessarily would be required by CCUA in order to perform the services being performed by the Consultant; 2. Provide the public with access to public records on the same terms and conditions that CCUA would provide the records and at a cost that does not exceed the cost provided in Chapter 119 Florida Statutes, or as otherwise provided by law; 6 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and 4. Meet all requirements for retaining public records; transfer,at no cost to CCUA, all public records in possession of the Consultant upon termination of this Agreement; and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to CCUA in a format that is compatible with the information technology systems of CCUA. C. The Consultant shall immediately provide CCUA with a copy of any Request to Inspect or Copy Public Records in possession of the Consultant and the Consultant shall also promptly provide CCUA with a copy of the proposed response to each such request. No release of any such records by the Consultant shall be made without approval of CCUA. The Consultant's failure to grant approved public access will be grounds for immediate termination of this Agreement by CCUA. D. All media and other inquiries concerning the Agreement and/or the Consultant's Scope of Work shall be directed to CCUA's Executive Officer. The Consultant shall not make any statements, press releases, or publicity releases concerning this Agreement or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with this Agreement, or any particulars thereof, without CCUA's written consent. However, the Consultant may communicate directly with public agencies when required to do so as part of the Scope to be performed hereunder. 8. CONFLICT OF INTEREST A. The Consultant shall not promise any employee of CCUA, whose duties include matters relating to or affecting the subject matter of this Agreement, compensation of any kind or nature from the Consultant, while such employee is employed by CCUA, or for one (1)year thereafter. B. The Consultant affirms that it will not take part in any activities that will be a conflict of interest with CCUA or that would appear to compromise the integrity of CCUA. The Consultant shall provide written notice to CCUA immediately upon occurrence or first identification of any potential conflict-of-interest situation. 7 C. Upon request by CCUA, the Consultant shall execute any Conflict-of-Interest Certification that may be required. 9. INDEMNIFICATION To the fullest extent permitted by law, the Consultant shall indemnify, defend, and hold harmless CCUA and its Board of Supervisors, officers, and employees, from liabilities, damages, losses, and costs, including but not limited to reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant and other persons or entities employed or utilized by the Consultant in the performance of this Agreement. The provisions of this Paragraph shall survive the termination of this Agreement. The indemnification obligation hereunder shall not be limited in any way by amount or type of damages, compensation or benefits payable under workers' compensation acts, disability benefits acts, or other employee benefit acts. 10. PUBLIC ENTITY CRIMES CCUA reserves the right to terminate this Agreement effective immediately upon written notice in the event that the Consultant or any of its affiliate(s) are placed on the State of Florida convicted vendor list pursuant to Section 287.133, Florida Statutes. For purposes hereof, "affiliate" shall have the meaning set forth in Section 287.133(1)(a), Florida Statutes.The Consultant shall advise CCUA promptly after conviction of any"public entity crime" as defined in Section 287.133(1)(g), Florida Statutes, applicable to the Consultant or any of its affiliate(s). 11. EQUAL EMPLOYMENT OPPORTUNITY AND NONDISCRIMINATION A. The Consultant on its own behalf, and on behalf of any subconsultants, agrees that it, and they, will comply with all federal, state and local laws and ordinances as well as any and all rules, regulations and executive orders promulgated to ensure that it will not unlawfully discriminate against anyone based on race, color, religion, national origin, sex (including gender identity, sexual orientation, and pregnancy), age, genetic information, disability, veteran status, or other protected class in the performance of work or any other activity under this Agreement. This provision binds the Consultant and any subconsultants from the effective date of the Agreement through the completion of the Agreement. Consultant agrees to include the language in this paragraph in any Agreement between it and its subconsultants and to provide evidence to CCUA that such language has, in fact,been included in the Agreement. 8 B. The Consultant shall permit access to its books, records, accounts, other sources of information, and its facilities, as may be determined by CCUA to be pertinent to ascertain compliance with this Section. 12. DISPUTES,DEFAULTS AND REMEDIES A. Disputes arising in the performance of this Agreement shall be decided in writing by CCUA's Executive Director,and the decision rendered shall be final and conclusive for CCUA. B. The Consultant and CCUA agree that any suit, action,or other legal proceeding arising out of or relating to this Agreement shall be brought in the Circuit Court of Clay County, and each Party hereby consents to the jurisdiction of each such court over any such suit, action, or proceeding, and waives any objection which it or they may have to the laying of venue of any such suit, action, or proceeding, and any of such courts. This provision is a material inducement for CCUA and the Consultant entering into the transactions contemplated hereby. C. Each Party shall bear their own attorney's fees in connection with the performance, interpretation, and enforcement of this Agreement. 13. INSURANCE Insurance will be as outlined in Exhibit 'B'. 14. MISCELLANEOUS A. The Consultant is not authorized to act as CCUA's agent and shall have no authority, expressed or implied,to act for or bind CCUA,unless otherwise expressly set forth for a particular purpose in a separate writing by CCUA. B. This Agreement and the rights of all Parties hereunder shall be construed and enforced in accordance with the laws of the State of Florida. C. No recourse under or upon any obligation, covenant, or agreement contained in this Agreement or any other agreements or documents pertaining to the work, as such may from time to time be altered or amended in accordance with the provisions hereof, or under any judgment obtained against CCUA or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any statute or otherwise, whether under or independent of this Agreement, shall be had against any Board Member, 9 officer, employee or agent, as such,past,present or future, of CCUA either directly or indirectly, for any claim arising out of this Agreement, or for any sum that may be due and unpaid by CCUA. Any and all personal liability of every nature, whether at common law,in equity,by statute,by constitution or otherwise,of any CCUA member, officer, employee, or agent as such, to respond by reason of any act or omission on his or her part or otherwise for any claim arising out of this Agreement, or for the payment for or to CCUA, or any receiver therefor or otherwise, of any sum that may remain due and unpaid by CCUA, is hereby expressly waived and released as a condition of and as consideration for the execution of this Agreement. D. Consultant will not use the name of CCUA or quote the opinion of any employees of CCUA or refer to CCUA directly or indirectly in any promotional literature or correspondence, news release, advertisement, or release to any professional or trade publications without receiving specific written approval for such use or release from CCUA. However,this Paragraph will in no way limit the Consultant's ability to satisfy any governmental required disclosure of its relationship with CCUA. E. This Agreement is binding upon the Parties hereto and their respective successors and assigns. The Consultant shall not assign, sell, or transfer its interest in this Agreement, except to a successor of substantially all of its business or assets by merger or acquisition, without CCUA's express written consent. Any such assignment by the Consultant must contain a provision allowing CCUA to assert against any assignee, any and all defenses, setoffs,or counterclaims which CCUA would be entitled to assert against the Consultant. F. This Agreement may be modified or amended only by a writing signed by each of the Parties hereto. Neither electronic mail nor instant messaging shall be considered a "writing"for purposes of amending, supplementing, or modifying this Agreement. No additional services shall be performed until such additional services are provided for in an Amendment executed by both Parties. G. The Consultant shall perform (and cause all subconsultants to perform) the Scope of Work in a manner that is consistent with the level of reasonable care, skill,judgment, and ability provided by others providing a similar scope of work in the same geographic area. The standard of care shall not be altered by the application, interpretation, or construction of any other provision of this Agreement, or any document incorporated or referenced herein, including the Solicitation. Unless otherwise expressly allowed by the specifications, all items furnished by the Consultant in connection with the work performed hereunder must be completely new and free from defects. 10 H. All of the personnel assigned by the Consultant and all subconsultants shall be qualified and authorized under state and local laws to perform the services described in the Scope of Work, whether by appropriate license, registration, certification, or other authorization. I. When the Agreement requires services, all correspondence, documents, drafts, data compilations and tabulations, research, analysis, plans, reports, and work product of any kind, in any medium, submitted to or prepared by or for the Consultant in connection with this Agreement, are the sole property of CCUA and shall be scanned into electronic format and provided to CCUA in an indexed, logical, searchable format on computer Compact Disks (CDs) or other format acceptable to CCUA. Such correspondence must be provided to CCUA within thirty (30) days of the close-out of the Agreement and must be received before CCUA will release final payment to the Consultant. The original documents shall be maintained by the Consultant for a period of five (5) years after the completion of final payment by CCUA. Thereafter, or upon termination of this Agreement for any reason, such records shall immediately be delivered to CCUA. J. This Agreement, when executed by the Parties, shall be effective as of the date stated above. This Agreement fully and completely expresses the agreement of the Parties with respect to the matters contained herein and shall not be modified or further amended except by written agreement executed by each of the Parties hereto. The Consultant understands and agrees that no representations of any kind whatsoever have been made to it other than as appear in this Agreement, that it has not relied on any such representations and that no claim that it has so relied on may be made at any time and for any purpose. K. This Agreement may be executed in any number of counterparts, each of which shall be deemed original;however, all of which when taken together shall constitute one and the same instrument. L. This Agreement and all Ancillary Documents may be executed and delivered by email or other electronic signature method in accordance with Chapter 668, Florida Statutes, and will have the same force and effect as a written signature. (Signatures on following page) 11 IN WITNESS WHEREOF, the Parties have executed this Professional Services Agreement, effective as of the date indicated above. BCS LABORATORIES,INC.: By: Printed Name: Title: CLAY COUNTY UTILITY AUTHORITY: By: Printed Name: Jeremy Johnston, MBA, PE Title: Executive Director APPROVED AS TO FORM: By: Angelia Wilson, MPA, Procurement Manager Execute in Triplicate Distribution (electronic): 1. BCS Laboratories, Inc. 2. CCUA Contract Repository 3. CCUA Project Manager—User Department 12 EXHIBIT 'B' - GENERAL INFORMATION AND INSURANCE REQUIREMENTS 1. COMMERCIAL GENERAL LIABILITY INSURANCE The Consultant shall purchase and maintain at the Consultant's expense Commercial General Liability insurance coverage(ISO or comparable Occurrence Form)for the life of this Agreement. Modified Occurrence or Claims Made forms are not acceptable. The Limits of this insurance shall not be less than the following limits: Each Occurrence Limit $1,000,000 Personal & Advertising Injury Limit $1,000,000 Fire Damage Limit (any one fire) $ 300,000 Medical Expense Limit(any one person) $ 10,000 Products & Completed Operations Aggregate Limit $2,000,000 General Aggregate Limit(other than Products & Completed Operations) Applies Per Project $2,000,000 General liability coverage shall continue to apply to "bodily injury" and to "property damage" occurring after all work on CCUA's site of the covered operations to be performed by or on behalf of the additional insureds has been completed and shall continue after that portion of"your work" out of which the injury or damage arises has been put to its intended use. 2. WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE The Consultant shall purchase and maintain at the Consultant's expense Workers' Compensation and Employer's Liability insurance coverage for the life of this Agreement. The Limits of this insurance shall not be less than the following limits: Part One—Workers' Compensation Insurance—Unlimited Statutory Benefits as provided in the Florida Statutes and Part Two—Employer's Liability Insurance Bodily Injury By Accident $500,000 Each Accident Bodily Injury By Disease $500,000 Policy Limit Bodily Injury By Disease $500,000 Each Employee *If leased employees are used,policy must include an Alternate Employer's Endorsement 3. EXCESS LIABILITY INSURANCE The Consultant shall purchase and maintain at the Consultant's expense Excess Liability (Umbrella Form) insurance coverage for the life of this Agreement. The Limits of this insurance shall not be less than the following limits: 13 Each Occurrence Limit $2,000,000 Aggregate Limit $2,000,000 4. PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) This additional coverage will be required for all projects involving consultants, engineering services, architectural or design/build projects, independent testing firms and similar exposures. The Consultant shall purchase and maintain at the Consultant's expense Professional Liability insurance coverage for the life of this Agreement. If the Agreement includes a requirement for Professional Liability or Errors and Omissions insurance, the minimum amount of such insurance shall be as follows: Each Occurrence/Annual Aggregate $2,000,000 Project Specific Design Professional Liability coverage will be provided on an Occurrence Form or a Claims Made Form with a retroactive date to at least the first date of this Agreement. If provided on a Claims Made Form, the coverages must respond to all claims reported within three years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis. 5. CYBER AND DATA SECURITY LIABILITY This additional coverage will be required for all projects involving information technology services, software providers, programmers and similar exposures. The Consultant shall purchase and maintain at the Consultant's expense Cyber and Data Security Liability insurance coverage for the life of this Agreement. If the Agreement includes a requirement for Cyber and Data Security Liability insurance, the minimum amount of such insurance shall be as follows: Technology Errors and Omissions Liability coverage $2,000,000 Media $2,000,000 Network and Data(Information) Security $2,000,000 Policy coverage must include Third Party Liability coverage. Consultant shall require each of his Consultants to likewise purchase and maintain at their expense Commercial General Liability insurance, Workers' Compensation and Employer's Liability coverage, Automobile Liability insurance and Excess Liability insurance coverage meeting the same limit and requirements as the Consultant's insurance. Certificates of Insurance acceptable to CCUA for the Consultant's insurance must be received within five (5) days of Notification of Selection and at time of signing this Agreement. 14 Certificates of Insurance and the insurance policies required for this Agreement shall contain an endorsement that coverage afforded under the policies will not be cancelled or allowed to expire until at least thirty(30) days prior written notice has been given to CCUA. Certificates of Insurance and the insurance policies required for this Agreement will include a provision that policies, except Workers' Compensation, are primary and noncontributory to any insurance maintained by the Consultant. CCUA must be named as an Additional Insured and endorsed onto the Commercial General Liability (CGL), Auto Liability and Excess Liability policy(ies). A copy of the endorsement(s) must be supplied to CCUA ten(10)days following the execution of this Agreement or prior to the first date of services, whichever comes first. CGL policy Additional Insured Endorsement must include Ongoing and Completed Operations (Form CG2010 11 84 OR Form CG2010 04 13 and GC2037 04 13 edition or equivalent). Other Additional Insured forms might be acceptable but only if modified to delete the word "ongoing" and insert the sentence "Operations include ongoing and completed operations". CGL policy shall not be endorsed with Exclusion - Damage to Work performed by Subconsultants on Your Behalf(CG2294 or CG2295) CGL policy shall not be endorsed with Contractual Liability Limitation Endorsement (CG2139) or Amendment of Insured Contract Definition (CG 2426) CGL policy shall not be endorsed with Exclusion-Damage to Premises Rented to you(CG 2145) CGL policy shall include broad form contractual liability coverage for the Consultant covenants to and indemnification of CCUA under this Agreement Certificates of Insurance and the insurance policies required for this Agreement shall contain a provision under General Liability,Auto Liability and Workers' Compensation to include a Waiver of Subrogation clause in favor of CCUA. All Certificates of Insurance shall be dated and shall show the name of the insured Consultant,the specific job by name and job number, the name of the insurer, the policy number assigned its effective date and its termination date and a list of any exclusionary endorsements. All Insurers must be authorized to transact insurance business in the State of Florida as provided by Florida Statute 624.09(1) and the most recent Rating Classification/Financial Category of the insurer as published in the latest edition of"Best's Key Rating Guide' (Property-Casualty) must be at least A- or above. All of the above referenced Insurance coverage is required to remain in force for the duration of this Agreement and for the duration of the warranty period. Accordingly,at the time of submission of final application for payment, Consultant shall submit an additional Certificate of Insurance evidencing continuation of such coverage. 15 If the Consultant fails to procure,maintain or pay for the required insurance, CCUA shall have the right (but not the obligation) to secure same in the name of and for the account of Consultant, in which event, Consultant shall pay the cost thereof and shall furnish upon demand, all information that may be required to procure such insurance. CCUA shall have the right to back-charge Consultant for the cost of procuring such insurance. The failure of CCUA to demand certificates of insurance and endorsements evidencing the required insurance or to identify any deficiency in Consultant's coverage based on the evidence of insurance provided by the Consultant shall not be construed as a waiver by CCUA of Consultant's obligation to procure, maintain and pay for required insurance. The insurance requirements set forth herein shall in no way limit Consultant's liability arising out of the work performed under the Agreement or related activities. The inclusions, coverage and limits set forth herein are minimum inclusion, coverage, and limits. The required minimum policy limits set forth shall not be construed as a limitation of Consultant's right under any policy with higher limits, and no policy maintained by the Consultant shall be construed as limiting the type, quality or quantity of insurance coverage that Consultant should maintain. Consultant shall be responsible for determining appropriate inclusions, coverage, and limits, which may be in excess of the minimum requirements set forth herein. If the insurance of any Consultant or any Subconsultant contains deductible(s),penalty(ies)or self- insured retention(s), the Consultant or Subconsultant whose insurance contains such provision(s) shall be solely responsible for payment of such deductible(s), penalty(ies) or self-insured retention(s). The failure of consultant to comply at all times fully and strictly with the insurance requirements set forth herein shall be deemed a material breach of this Agreement. 16 EXHIBIT 'A' PRICE SCHEDULE Estimated Number of Expected Pricing per Parameter Contaminant Method Units Matrix Samples Over Frequency sample iz Months of Piloting Microbiologicals Giardia EPA 1623.3. cysts/iooL Drinking Water 66 Monthly Cryptosporidium EPA 3.623.3. oocysts/iooL Drinking Water 66 Monthly $ 65o.00 Protozoa Matrix Quarterly Spike EPAi6z3.i %recovery Drinking Water ii $ 695.00 Enterovirus(Total Monthly Culture only) EPA 3.615 MPN/iooL Drinking Water 6o $ 950.00 Norovirus and Monthly Rotavirus EPA 3.615 MPN/L Drinking Water 6o $ 800.00 Quarterly Virus Matrix Spike EPA 1615 %recovery Drinking Water s0 $ 1,25o.00 Legionella ISO 11731 CFU/ioomL Drinking Water 24 Monthly $ 300.00 1 PROFESSIONAL SERVICES AGREEMENT BETWEEN CLAY COUNTY UTILITY AUTHORITY AND CHARLES RIVER LABORATORIES ASHLAND, LLC. This PROFESSIONAL SERVICES AGREEMENT(the"Agreement"),made and entered into as of this day of , 2024, between CLAY COUNTY UTILITY AUTHORITY, an independent special district established and created pursuant to Chapter 94- 491, Laws of Florida, by Special Act of 1994, 3176 Old Jennings Road, Middleburg, FL 32068 (hereinafter "CCUA"), and CHARLES RIVER LABORATORIES ASHLAND, LLC. (hereinafter"Consultant")whose principal business address is 1407 George Road, Ashland, Ohio 44805. The CCUA and Consultant may hereinafter be individually referred to as a "Party" and collectively referred to as the "Parties". WITNESSETH WHEREAS, CCUA desires to engage a consultant to provide laboratory services; and WHEREAS, Consultant has experience and success in providing such services for similar government entities; and WHEREAS, CCUA and the Consultant desire by mutual agreement, to enter into this Agreement as set forth herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree as follows: 1. RECITALS The Parties agree that all the foregoing recitals are true and correct and are hereby incorporated by reference herein. 2. SERVICES BY THE CONSULTANT Consultant shall be responsible for providing on-going laboratory services to CCUA. 3. COMPENSATION A. Compensation will be as outlined in Exhibit 'A'. Any additional expenses incurred will require pre-approval from the designated CCUA staff member. B. CCUA shall make payments to the Consultant based upon the approved invoices and supporting documentation and deliverables within thirty (30) days of the receipt by 2 CCUA of a complete invoice.All invoices shall be sent to the attention of the Accounts Payable Office at accountspavable(aiclavutility.org, and shall include back-up documentation as required by CCUA. Invoice payment requirements do not start until a properly completed invoice is provided to CCUA. If an invoice is not approved, in whole or in part, CCUA will inform the Consultant of the issue and Consultant will not be paid until the issue has been resolved to the satisfaction of CCUA. 4. TERM OF AGREEMENT AND TERMINATION A. This Agreement shall be effective on the date first written above and shall be effective until May 10, 2024. B. Either Party may terminate this Agreement, in whole or in part, by delivering to the other Party a written Notice of Termination. CCUA may terminate the Agreement for its convenience or for failure of the Consultant to fulfill any of its obligations hereunder, including without limitation, the Consultant's failure to complete work within the required time or the Consultant's failure to diligently proceed with the work to the satisfaction of CCUA. Except in the case of a termination by CCUA for its convenience,the Consultant shall have the opportunity to affect a remedy within fifteen (15) days of the Notice of Termination, to the satisfaction of CCUA, as determined in CCUA's sole and absolute discretion.Upon the Consultant's receipt of a written Notice of Termination from CCUA,the Consultant shall: (1)immediately stop all further work unless otherwise directed in writing by CCUA as no compensation shall be paid for any work performed after receipt of such notice (provided however that expense of a nature which cannot be immediately terminated shall be reimbursed at the minimum amount which may reasonably be arranged for such termination, if CCUA concurs); and(2)deliver to CCUA's Project Manager copies of all data, drawings, specifications, reports, estimates, summaries, and other information and materials prepared while performing this Agreement, whether completed or in process, in both paper and electronic formats acceptable to CCUA. In addition, if the Consultant has possession of CCUA goods, it shall immediately provide CCUA with an accounting of same and protect and preserve those goods until surrendered to CCUA or its agent(s)or otherwise disposed of as directed by CCUA. C. These termination provisions shall be made a part of all subcontracts under this Agreement. D. After the effective date of the Notice of Termination, CCUA will only pay for work/services already performed and goods already delivered and accepted in accordance with the terms of the Agreement. At the discretion of CCUA, CCUA may make an equitable adjustment to the compensation due to the Consultant, but under no circumstances shall the Consultant be entitled to payment for any anticipatory profit, for work/services not yet performed, or for goods not accepted by CCUA. 3 5. STATUS AND ACTIVITIES OF CONSULTANT Consultant (and all of its employees and subconsultants) is associated with CCUA as an independent contractor and not as an employee. A. It is understood that Consultant is an independent contractor and is not an employee, agent, partner, or representative of CCUA. As such, Consultant is responsible, where necessary, to obtain, at Consultant's sole cost, workers' compensation insurance, disability benefits insurance, and any other insurances that may be required by law. CCUA will not provide, nor will it be responsible to pay for, benefits for Consultant. Any such benefits, if provided for Consultant, including, but not limited to health insurance, paid vacation, paid holidays, sick leave, or disability coverage of whatever nature, must be obtained and paid for by Consultant or by other means but in no event will they be obtained and paid for by CCUA. B. Consultant, and not CCUA, will be responsible for the manner and scope in which Consultant performs the Scope of Work, but agrees that all manner and methods employed by it will be subject to approval by CCUA. Notwithstanding that,Consultant agrees that it will at all times conduct itself in an ethical and honest manner and in full compliance with all applicable laws and regulations. C. Consultant may use materials prepared by CCUA for purposes of carrying out its obligations under this Agreement. Consultant may use such materials only upon the terms and conditions stated by CCUA from time to time. Consultant may not modify or amend any materials that it is authorized to use without the prior written consent of CCUA. Except as expressly authorized in this Agreement, Consultant shall not have any right to use any name, trademark, copyright, or other designation of CCUA in advertising, publicity or marketing materials. In the event that Consultant desires to produce its own materials referring to CCUA's business, using CCUA's intellectual property, and suggesting any relationship, whatsoever, between it and CCUA, except as otherwise authorized in this Agreement ("Consultant Produced Materials"), Consultant shall submit the Consultant Produced Materials to and obtain advance written approval from an authorized representative of CCUA prior to printing and the dissemination of any such Consultant Produced Materials to any third party. CCUA shall have sole discretion to approve or disapprove of all Consultant Produced Materials. All materials furnished to Consultant by CCUA are the property of CCUA and shall be used only in the manner intended and for the furtherance of CCUA's business. Any materials, including Consultant Produced Materials, in Consultants possession or control at the termination of this Agreement shall be promptly returned to CCUA. D. Consultant shall not be subject to the provisions of any handbook or the rules and regulations applicable to employees of CCUA, since it shall fulfill her responsibilities independent of and without supervisory control by CCUA. 4 E. Consultant agrees to pay all employment taxes and other applicable taxes, including sales taxes and income taxes. F. Consultant agrees that it is not a joint employer with CCUA and further agrees that neither Party possess control over the essential terms and conditions of employment the other Party's employees. 6. CONFIDENTIALITY A. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business or industry in which Disclosing Party is engaged. Additionally, "Confidential Information" shall also include any and all personal, protected or otherwise sensitive information which the Receiving Party might be exposed to during the day-to-day operations of the Disclosing Party. B. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval. C. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees,contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit,publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.Receiving Party shall return to Disclosing Party any and all records,notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately, if Disclosing Party requests, it in writing. D. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement by a period of five (5)years. E. Nothing contained in this Agreement shall be deemed to constitute either Party a partner,joint venture or employee of the other Party for any purpose. 5 F. If a court finds any provision of this Agreement invalid or unenforceable,the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties. G. This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both Parties. H. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. 7. PUBLIC RECORDS AND RELATED INQUIRIES A. Notwithstanding anything contained in this Agreement to the contrary, the Consultant acknowledges that CCUA is subject to the Florida Public Records Law, and that in compliance therewith,at the sole discretion of CCUA,CCUA may disseminate or make available to any person, without the consent of the Consultant, information regarding this Agreement, including but not limited to information in the: responses; requirements; specifications; drawings; sketches; schematics; models; samples; tools; computer or other apparatus programs; or technical information or data, whether electronic,written,or oral,furnished by the Consultant to CCUA under this Agreement, and that copies of work products and related materials prepared or received by the Consultant under this Agreement are public records. B. Notwithstanding anything contained in this Agreement to the contrary, the Consultant shall allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, made or received by the Consultant in conjunction with this Agreement. Specifically, if the Consultant is acting on behalf of CCUA, the Consultant shall: 1. Keep and maintain public records that ordinarily and necessarily would be required by CCUA in order to perform the services being performed by the Consultant; 2. Provide the public with access to public records on the same terms and conditions that CCUA would provide the records and at a cost that does not exceed the cost provided in Chapter 119 Florida Statutes, or as otherwise provided by law; 6 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and 4. Meet all requirements for retaining public records; transfer,at no cost to CCUA, all public records in possession of the Consultant upon termination of this Agreement; and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to CCUA in a format that is compatible with the information technology systems of CCUA. C. The Consultant shall immediately provide CCUA with a copy of any Request to Inspect or Copy Public Records in possession of the Consultant and the Consultant shall also promptly provide CCUA with a copy of the proposed response to each such request. No release of any such records by the Consultant shall be made without approval of CCUA. The Consultant's failure to grant approved public access will be grounds for immediate termination of this Agreement by CCUA. D. All media and other inquiries concerning the Agreement and/or the Consultant's Scope of Work shall be directed to CCUA's Executive Officer. The Consultant shall not make any statements, press releases, or publicity releases concerning this Agreement or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with this Agreement, or any particulars thereof, without CCUA's written consent. However, the Consultant may communicate directly with public agencies when required to do so as part of the Scope to be performed hereunder. 8. CONFLICT OF INTEREST A. The Consultant shall not promise any employee of CCUA, whose duties include matters relating to or affecting the subject matter of this Agreement, compensation of any kind or nature from the Consultant, while such employee is employed by CCUA, or for one (1)year thereafter. B. The Consultant affirms that it will not take part in any activities that will be a conflict of interest with CCUA or that would appear to compromise the integrity of CCUA. The Consultant shall provide written notice to CCUA immediately upon occurrence or first identification of any potential conflict-of-interest situation. 7 C. Upon request by CCUA, the Consultant shall execute any Conflict-of-Interest Certification that may be required. 9. INDEMNIFICATION To the fullest extent permitted by law, the Consultant shall indemnify, defend, and hold harmless CCUA and its Board of Supervisors, officers, and employees, from liabilities, damages, losses, and costs, including but not limited to reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant and other persons or entities employed or utilized by the Consultant in the performance of this Agreement. The provisions of this Paragraph shall survive the termination of this Agreement. The indemnification obligation hereunder shall not be limited in any way by amount or type of damages, compensation or benefits payable under workers' compensation acts, disability benefits acts, or other employee benefit acts. 10. PUBLIC ENTITY CRIMES CCUA reserves the right to terminate this Agreement effective immediately upon written notice in the event that the Consultant or any of its affiliate(s) are placed on the State of Florida convicted vendor list pursuant to Section 287.133, Florida Statutes. For purposes hereof, "affiliate" shall have the meaning set forth in Section 287.133(1)(a), Florida Statutes.The Consultant shall advise CCUA promptly after conviction of any"public entity crime" as defined in Section 287.133(1)(g), Florida Statutes, applicable to the Consultant or any of its affiliate(s). 11. EQUAL EMPLOYMENT OPPORTUNITY AND NONDISCRIMINATION A. The Consultant on its own behalf, and on behalf of any subconsultants, agrees that it, and they, will comply with all federal, state and local laws and ordinances as well as any and all rules, regulations and executive orders promulgated to ensure that it will not unlawfully discriminate against anyone based on race, color, religion, national origin, sex (including gender identity, sexual orientation, and pregnancy), age, genetic information, disability, veteran status, or other protected class in the performance of work or any other activity under this Agreement. This provision binds the Consultant and any subconsultants from the effective date of the Agreement through the completion of the Agreement. Consultant agrees to include the language in this paragraph in any Agreement between it and its subconsultants and to provide evidence to CCUA that such language has, in fact,been included in the Agreement. 8 B. The Consultant shall permit access to its books, records, accounts, other sources of information, and its facilities, as may be determined by CCUA to be pertinent to ascertain compliance with this Section. 12. DISPUTES,DEFAULTS AND REMEDIES A. Disputes arising in the performance of this Agreement shall be decided in writing by CCUA's Executive Director,and the decision rendered shall be final and conclusive for CCUA. B. The Consultant and CCUA agree that any suit, action,or other legal proceeding arising out of or relating to this Agreement shall be brought in the Circuit Court of Clay County, and each Party hereby consents to the jurisdiction of each such court over any such suit, action, or proceeding, and waives any objection which it or they may have to the laying of venue of any such suit, action, or proceeding, and any of such courts. This provision is a material inducement for CCUA and the Consultant entering into the transactions contemplated hereby. C. Each Party shall bear their own attorney's fees in connection with the performance, interpretation, and enforcement of this Agreement. 13. INSURANCE Insurance will be as outlined in Exhibit 'B'. 14. MISCELLANEOUS A. The Consultant is not authorized to act as CCUA's agent and shall have no authority, expressed or implied,to act for or bind CCUA,unless otherwise expressly set forth for a particular purpose in a separate writing by CCUA. B. This Agreement and the rights of all Parties hereunder shall be construed and enforced in accordance with the laws of the State of Florida. C. No recourse under or upon any obligation, covenant, or agreement contained in this Agreement or any other agreements or documents pertaining to the work, as such may from time to time be altered or amended in accordance with the provisions hereof, or under any judgment obtained against CCUA or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any statute or otherwise, whether under or independent of this Agreement, shall be had against any Board Member, 9 officer, employee or agent, as such,past,present or future, of CCUA either directly or indirectly, for any claim arising out of this Agreement, or for any sum that may be due and unpaid by CCUA. Any and all personal liability of every nature, whether at common law,in equity,by statute,by constitution or otherwise,of any CCUA member, officer, employee, or agent as such, to respond by reason of any act or omission on his or her part or otherwise for any claim arising out of this Agreement, or for the payment for or to CCUA, or any receiver therefor or otherwise, of any sum that may remain due and unpaid by CCUA, is hereby expressly waived and released as a condition of and as consideration for the execution of this Agreement. D. Consultant will not use the name of CCUA or quote the opinion of any employees of CCUA or refer to CCUA directly or indirectly in any promotional literature or correspondence, news release, advertisement, or release to any professional or trade publications without receiving specific written approval for such use or release from CCUA. However,this Paragraph will in no way limit the Consultant's ability to satisfy any governmental required disclosure of its relationship with CCUA. E. This Agreement is binding upon the Parties hereto and their respective successors and assigns. The Consultant shall not assign, sell, or transfer its interest in this Agreement, except to a successor of substantially all of its business or assets by merger or acquisition, without CCUA's express written consent. Any such assignment by the Consultant must contain a provision allowing CCUA to assert against any assignee, any and all defenses, setoffs,or counterclaims which CCUA would be entitled to assert against the Consultant. F. This Agreement may be modified or amended only by a writing signed by each of the Parties hereto. Neither electronic mail nor instant messaging shall be considered a "writing"for purposes of amending, supplementing, or modifying this Agreement. No additional services shall be performed until such additional services are provided for in an Amendment executed by both Parties. G. The Consultant shall perform (and cause all subconsultants to perform) the Scope of Work in a manner that is consistent with the level of reasonable care, skill,judgment, and ability provided by others providing a similar scope of work in the same geographic area. The standard of care shall not be altered by the application, interpretation, or construction of any other provision of this Agreement, or any document incorporated or referenced herein, including the Solicitation. Unless otherwise expressly allowed by the specifications, all items furnished by the Consultant in connection with the work performed hereunder must be completely new and free from defects. 10 H. All of the personnel assigned by the Consultant and all subconsultants shall be qualified and authorized under state and local laws to perform the services described in the Scope of Work, whether by appropriate license, registration, certification, or other authorization. I. When the Agreement requires services, all correspondence, documents, drafts, data compilations and tabulations, research, analysis, plans, reports, and work product of any kind, in any medium, submitted to or prepared by or for the Consultant in connection with this Agreement, are the sole property of CCUA and shall be scanned into electronic format and provided to CCUA in an indexed, logical, searchable format on computer Compact Disks (CDs) or other format acceptable to CCUA. Such correspondence must be provided to CCUA within thirty (30) days of the close-out of the Agreement and must be received before CCUA will release final payment to the Consultant. The original documents shall be maintained by the Consultant for a period of five (5) years after the completion of final payment by CCUA. Thereafter, or upon termination of this Agreement for any reason, such records shall immediately be delivered to CCUA. J. This Agreement, when executed by the Parties, shall be effective as of the date stated above. This Agreement fully and completely expresses the agreement of the Parties with respect to the matters contained herein and shall not be modified or further amended except by written agreement executed by each of the Parties hereto. The Consultant understands and agrees that no representations of any kind whatsoever have been made to it other than as appear in this Agreement, that it has not relied on any such representations and that no claim that it has so relied on may be made at any time and for any purpose. K. This Agreement may be executed in any number of counterparts, each of which shall be deemed original;however, all of which when taken together shall constitute one and the same instrument. L. This Agreement and all Ancillary Documents may be executed and delivered by email or other electronic signature method in accordance with Chapter 668, Florida Statutes, and will have the same force and effect as a written signature. (Signatures on following page) 11 IN WITNESS WHEREOF, the Parties have executed this Professional Services Agreement, effective as of the date indicated above. CHARLES RIVER LABORATORIES.: By: Printed Name: Title: CLAY COUNTY UTILITY AUTHORITY: By: Printed Name: Jeremy Johnston, MBA, PE Title: Executive Director APPROVED AS TO FORM: By: Angelia Wilson, MPA, Procurement Manager Execute in Triplicate Distribution (electronic): 1. Charles River Laboratories 2. CCUA Contract Repository 3. CCUA Project Manager—User Department 12 EXHIBIT 'B' - GENERAL INFORMATION AND INSURANCE REQUIREMENTS 1. COMMERCIAL GENERAL LIABILITY INSURANCE The Consultant shall purchase and maintain at the Consultant's expense Commercial General Liability insurance coverage(ISO or comparable Occurrence Form)for the life of this Agreement. Modified Occurrence or Claims Made forms are not acceptable. The Limits of this insurance shall not be less than the following limits: Each Occurrence Limit $1,000,000 Personal & Advertising Injury Limit $1,000,000 Fire Damage Limit (any one fire) $ 300,000 Medical Expense Limit(any one person) $ 10,000 Products & Completed Operations Aggregate Limit $2,000,000 General Aggregate Limit(other than Products & Completed Operations) Applies Per Project $2,000,000 General liability coverage shall continue to apply to "bodily injury" and to "property damage" occurring after all work on CCUA's site of the covered operations to be performed by or on behalf of the additional insureds has been completed and shall continue after that portion of"your work" out of which the injury or damage arises has been put to its intended use. 2. WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE The Consultant shall purchase and maintain at the Consultant's expense Workers' Compensation and Employer's Liability insurance coverage for the life of this Agreement. The Limits of this insurance shall not be less than the following limits: Part One—Workers' Compensation Insurance—Unlimited Statutory Benefits as provided in the Florida Statutes and Part Two—Employer's Liability Insurance Bodily Injury By Accident $500,000 Each Accident Bodily Injury By Disease $500,000 Policy Limit Bodily Injury By Disease $500,000 Each Employee *If leased employees are used,policy must include an Alternate Employer's Endorsement 3. EXCESS LIABILITY INSURANCE The Consultant shall purchase and maintain at the Consultant's expense Excess Liability (Umbrella Form) insurance coverage for the life of this Agreement. The Limits of this insurance shall not be less than the following limits: 13 Each Occurrence Limit $2,000,000 Aggregate Limit $2,000,000 4. PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) This additional coverage will be required for all projects involving consultants, engineering services, architectural or design/build projects, independent testing firms and similar exposures. The Consultant shall purchase and maintain at the Consultant's expense Professional Liability insurance coverage for the life of this Agreement. If the Agreement includes a requirement for Professional Liability or Errors and Omissions insurance, the minimum amount of such insurance shall be as follows: Each Occurrence/Annual Aggregate $2,000,000 Project Specific Design Professional Liability coverage will be provided on an Occurrence Form or a Claims Made Form with a retroactive date to at least the first date of this Agreement. If provided on a Claims Made Form, the coverages must respond to all claims reported within three years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis. 5. CYBER AND DATA SECURITY LIABILITY This additional coverage will be required for all projects involving information technology services, software providers, programmers and similar exposures. The Consultant shall purchase and maintain at the Consultant's expense Cyber and Data Security Liability insurance coverage for the life of this Agreement. If the Agreement includes a requirement for Cyber and Data Security Liability insurance, the minimum amount of such insurance shall be as follows: Technology Errors and Omissions Liability coverage $2,000,000 Media $2,000,000 Network and Data(Information) Security $2,000,000 Policy coverage must include Third Party Liability coverage. Consultant shall require each of his Consultants to likewise purchase and maintain at their expense Commercial General Liability insurance, Workers' Compensation and Employer's Liability coverage, Automobile Liability insurance and Excess Liability insurance coverage meeting the same limit and requirements as the Consultant's insurance. Certificates of Insurance acceptable to CCUA for the Consultant's insurance must be received within five (5) days of Notification of Selection and at time of signing this Agreement. 14 Certificates of Insurance and the insurance policies required for this Agreement shall contain an endorsement that coverage afforded under the policies will not be cancelled or allowed to expire until at least thirty(30) days prior written notice has been given to CCUA. Certificates of Insurance and the insurance policies required for this Agreement will include a provision that policies, except Workers' Compensation, are primary and noncontributory to any insurance maintained by the Consultant. CCUA must be named as an Additional Insured and endorsed onto the Commercial General Liability (CGL), Auto Liability and Excess Liability policy(ies). A copy of the endorsement(s) must be supplied to CCUA ten(10)days following the execution of this Agreement or prior to the first date of services, whichever comes first. CGL policy Additional Insured Endorsement must include Ongoing and Completed Operations (Form CG2010 11 84 OR Form CG2010 04 13 and GC2037 04 13 edition or equivalent). Other Additional Insured forms might be acceptable but only if modified to delete the word "ongoing" and insert the sentence "Operations include ongoing and completed operations". CGL policy shall not be endorsed with Exclusion - Damage to Work performed by Subconsultants on Your Behalf(CG2294 or CG2295) CGL policy shall not be endorsed with Contractual Liability Limitation Endorsement (CG2139) or Amendment of Insured Contract Definition (CG 2426) CGL policy shall not be endorsed with Exclusion-Damage to Premises Rented to you(CG 2145) CGL policy shall include broad form contractual liability coverage for the Consultant covenants to and indemnification of CCUA under this Agreement Certificates of Insurance and the insurance policies required for this Agreement shall contain a provision under General Liability,Auto Liability and Workers' Compensation to include a Waiver of Subrogation clause in favor of CCUA. All Certificates of Insurance shall be dated and shall show the name of the insured Consultant,the specific job by name and job number, the name of the insurer, the policy number assigned its effective date and its termination date and a list of any exclusionary endorsements. All Insurers must be authorized to transact insurance business in the State of Florida as provided by Florida Statute 624.09(1) and the most recent Rating Classification/Financial Category of the insurer as published in the latest edition of"Best's Key Rating Guide' (Property-Casualty) must be at least A- or above. All of the above referenced Insurance coverage is required to remain in force for the duration of this Agreement and for the duration of the warranty period. Accordingly,at the time of submission of final application for payment, Consultant shall submit an additional Certificate of Insurance evidencing continuation of such coverage. 15 If the Consultant fails to procure,maintain or pay for the required insurance, CCUA shall have the right (but not the obligation) to secure same in the name of and for the account of Consultant, in which event, Consultant shall pay the cost thereof and shall furnish upon demand, all information that may be required to procure such insurance. CCUA shall have the right to back-charge Consultant for the cost of procuring such insurance. The failure of CCUA to demand certificates of insurance and endorsements evidencing the required insurance or to identify any deficiency in Consultant's coverage based on the evidence of insurance provided by the Consultant shall not be construed as a waiver by CCUA of Consultant's obligation to procure, maintain and pay for required insurance. The insurance requirements set forth herein shall in no way limit Consultant's liability arising out of the work performed under the Agreement or related activities. The inclusions, coverage and limits set forth herein are minimum inclusion, coverage, and limits. The required minimum policy limits set forth shall not be construed as a limitation of Consultant's right under any policy with higher limits, and no policy maintained by the Consultant shall be construed as limiting the type, quality or quantity of insurance coverage that Consultant should maintain. Consultant shall be responsible for determining appropriate inclusions, coverage, and limits, which may be in excess of the minimum requirements set forth herein. If the insurance of any Consultant or any Subconsultant contains deductible(s),penalty(ies)or self- insured retention(s), the Consultant or Subconsultant whose insurance contains such provision(s) shall be solely responsible for payment of such deductible(s), penalty(ies) or self-insured retention(s). The failure of consultant to comply at all times fully and strictly with the insurance requirements set forth herein shall be deemed a material breach of this Agreement. 16 EXHIBIT 'A' PRICE SCHEDULE Study ID and Title Price Bacterial Reverse Mutation (Full Plate Ames) $6,425 Screen(Sample 1) Bacterial Reverse Mutation (Full Plate Ames) $6,425 Screen(Sample 2) FIRST AMENDMENT TO THE PROFESSIONAL SERVICE AGREEMENT BETWEEN CLAY COUNTY UTILITY AUTHORITY AND PACE ANALYTICAL SERVICES, LLC THIS FIRST AMENDMENT to the PROFESSIONAL SERVICE AGREEMENT, is made and entered into this day of , 2024,by and between the CLAY COUNTY UTILITY AUTHORITY ( "CCUA"), an independent special district and political subdivision of the State of Florida, existing and created under Chapter 94-491, Laws of Florida, Special Acts on 1994,whose primary business address is 3176 Old Jennings Road, Middleburg, Florida 32068, and PACE ANALYTICAL SERVICES, LLC. (the "CONSULTANT"), a Company whose primary business address is 8 East Tower Circle, Ormond Beach, Florida 32174. CCUA and the Consultant may hereinafter be referred to individually as a"Party"or collectively as the"Parties." WITNESSETH WHEREAS, CCUA and PACE ANALYTICAL SERVICES, LLC. entered into that certain PROFESSIONAL SERVICE AGREEMENT as of August 1, 2023 (the "Original Agreement"); WHEREAS, CCUA and the Consultant desire to amend the Original Agreement by entering into this First Amendment as set forth herein; NOW,THEREFORE, for good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree as follows: 1. DESCRIPTION OF CHANGES a. The Original Agreement is hereby amended as detailed in Exhibit 'A' Additional Services. Pricing will be effective through December 31, 2024. 2. MISCELLANEOUS a. This First Amendment and all Ancillary Documents may be executed by providing an electronic signature under the terms of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et. seq., and Chapter 668, Florida Statutes and delivered by email or other electronic delivery method which will have the same force and effect as a written signature. b. This First Amendment, when executed by the Parties, shall be effective as of the date stated above. This First Amendment fully and completely expresses the agreement of the Parties with respect to the matters contained herein and shall not be modified or further amended except by written agreement executed by each of the Parties hereto. The Consultant understands and agrees that no representations of any kind whatsoever have been made to it other than as appear in this First Amendment may be executed in Page 1of3 any number of counterparts, each of which shall be deemed original; however, all of which when taken together shall constitute one and the same instrument. c. Except as amended and/or modified by this First Amendment, all of the terms and provisions of the Original Agreement are hereby amended to the extent necessary to give effect to the purpose and intent of this First Amendment. (Signature Page Follows) Page 2of3 IN WITNESS WHEREOF, the Parties have executed this First Amendment, effective as of the date indicated above. PACE ANALYTICAL SERVICES, LLC.: By: Printed Name: Title: CLAY COUNTY UTILITY AUTHORITY: By: Printed Name: Jeremy D. Johnston, PE, MBA Title: Executive Director ATTEST: By: Printed Name: Angelia Wilson, MPA Title: Procurement Manager Execute in Triplicate Distribution (electronic): 1. PACE Analytical Services, LLC. 2. CCUA Procurement Department 3. CCUA Project Manager—User Department Page 3 of 3 EXHIBIT "A" ADDITIONAL SERVICES 8 East Tower Circle Ormond Beach, FL 32174 Phone:386-672-5668 ace® Fax:386-673-4001 Quote Prepared for: Clay County Utility Authority Angelia Wilson 3176 Old Jennings Road 904-213-2447 Middleburg, FL 32068 awilson@clayutility.org United States Pace®Contact Information Account Executive Pace Project Manager Mike Valder Martha Montero mike.valder@pacelabs.com martha.montero@pacelabs.com (813)340-8100 904-900-3643 Project Information Quote Name 00159521 -CCUA Project Quench Water Quality Created Date 5/1/2024 Sampling Expiration Date 7/31/2024 Quote Number 00159521 Shipping InformationPace to provide courier unless client desires to Standard TAT: 15 Business Days drop the samples off at the Jacksonville Service Project Location FL Center. Special Instructions Pace will deliver in 15 business days. Rads will Report Level Level II be 4-week TAT. EDD Requirements: None Certification No certs are required but FL is preferred. Subcontract to Eurofins will be 4-week TAT. Requirements For Rush Requests:Please notify Pace Project Manager. PM to alert laboratory and receive confirmation. 1 business day 2.25X 2 business days 2X 3 business days 1.75X 4 business days 1.35X Pace requires a 10 business day notice for all sample kit/bottle to be delivered. Rush bottle kit order is$75 per cooler. Please note Eurofins will bill per dilution for the PPCP analysis.Single run in quoted. Payment Information Customer Accounts Acounts payable Payment Terms: 30 Days Payable Contact: Payment Term TBD Customer Accounts accountspayable@clayutility.org Details: Payable Email: Is P.O. Required for Yes Payment? Purchase Order# TBD Minimum Laboratory Fee(per work order) 8 East Tower Circle Ormond Beach,FL 32174 Phone:386-672-5668 Fax:386-673-4001 ace Waived Quote Details Item# Quantity Method Product Line Item Description Sales Sub-Total Total-Price Price EPA 200.8 Metal Analysis(5 Metals) Primary Inorganics 24.00 (ICP/MS) (water) Sb,As, Pb,Se,TI $95.00 $2,280.00 $2,280.00 EPA 200.7 Metal Analysis(6 Metals) 24.00 (ICP) (water) Ba,Be,Cd,Cr, Ni, Na $66.00 $1,584.00 $1,584.00 24.00 EPA 245.1 Mercury,CVAA(drinking $27.00 $648.00 $648.00 water) 24.00 EPA 335.4 Cyanide(Primary $40.00 $960.00 $960.00 Inorganics) 24.00 EPA 300.0 Fluoride(Primary $20.00 $480.00 $480.00 Inorganics) 24.00 EPA 353.2 Nitrogen,Nitrate(water) $27.00 $648.00 $648.00 24.00 EPA 353.2 Nitrogen, Nitrite(water) $27.00 $648.00 $648.00 Nitrogen,Nitrate/Nitrite 24.00 EPA 353.2 Calculation $20.00 $480.00 $480.00 (Primary Inorganics) 24.00 Subcontracted Outside of Asbestos 100.2-Sub to $230.00 $5,520.00 $5,520.00 Pace Pace Woburn Secondary Standard 24.00 EPA 200.8 Metal Analysis(2 Metals) Al,Cu $38.00 $912.00 $912.00 Inorganics (ICP/MS) (water) 24.00 EPA 200.7 Metal Analysis(4 Metals) Fe,Mn,Ag,Zn $44.00 $1,056.00 $1,056.00 (ICP) (water) 24.00 EPA 300.0 Chloride(Secondary $20.00 $480.00 $480.00 Inorganics) 24.00 SM 2120B Color,Apparent $14.00 $336.00 $336.00 24.00 I EPA 300.0 Fluoride(Primary No charge if run with $20.00 $480.00 $480.00 Inorganics) Primary Inorganics SHORT HOLD-TIME Odor(Secondary PARAMETER; 24.00 SM 2150B COORDINATE SAMPLING $33.00 $792.00 $792.00 Inorganics) AND SHIPPING WITH PACE PM 24.00 SM pH(Secondary $14.00 $336.00 $336.00 4500H+B Inorganics) Solids, 24.00 SM 2540C (TDS) Total Dissolved $20.00 $480.00 $480.00 24.00 EPA 300.0 Sulfate(Secondary $20.00 $480.00 $480.00 Inorganics) Surfactants/Foaming 24.00 SM 5540C Agents(MBAS) $73.00 $1,752.00 $1,752.00 (Secondary Inorganics) Volatile Organic Primary Volatile Organics 24.00 EPA 524.2 Compounds(VOCs) $118.00 $2,832.00 $2,832.00 (drinking water) 8 East Tower Circle Ormond Beach,FL 32174 Phone:386-672-5668 ace Fax:386-673-4001 Primary Synthetic Organic 24.00 EPA 531.2 Carbamates(Synthetic $118.00 $2,832.00 $2,832.00 Contaminants Organic Contaminants) 24.00 EPA 549.2 Diquat(Synthetic Organic $131.00 $3,144.00 $3,144.00 Contaminants) 24.00 EPA504.1 EDB/DBCP(Synthetic $46.00 $1,104.00 $1,104.00 Organic Contaminants) 24.00 EPA 548.1 Endothall(Synthetic $164.00 $3,936.00 $3,936.00 Organic Contaminants) 24.00 EPA 547 Glyphosate(Synthetic $99.00 $2,376.00 $2,376.00 Organic Contaminants) Herbicides,Chlorinated 24.00 EPA 515.3 (Synthetic Organic $184.00 $4,416.00 $4,416.00 Compounds) Pesticides/PCBs 24.00 EPA 505 (Synthetic Organic $151.00 $3,624.00 $3,624.00 Contaminants) Semi-Volatile Organic 24.00 EPA 525.3 Compounds(SVOCs) $210.00 $5,040.00 $5,040.00 (Synthetic Organic Contaminants) 2,3,7,8-TCDD(Single 24.00 EPA 1613 Compound)(drinking Pace MN $295.00 $7,080.00 $7,080.00 water) Primary Synthetic Organic Total Trihalomethanes NO CHARGE WHEN RUN Contaminants 24.00 EPA 524.2 (TTHMs)(Disinfection WITH VOCs $73.00 $1,752.00 $1,752.00 Byproducts) 24.00 EPA 552.3 Haloacetic Acids(HAA5) $131.00 $3,144.00 $3,144.00 (Disinfection Byproducts) 65.00 EPA 300.1 Bromate(Disinfection $46.00 $2,990.00 $2,990.00 Byproducts) 24.00 EPA 300.1 Chlorite(Disinfection $46.00 $1,104.00 $1,104.00 Byproducts) Primary Radionuclides 24.00 EPA 900.0 Gross Alpha(water) Pace PA $59.00 $1,416.00 $1,416.00 Pace PA-NO CHARGE 24.00 EPA 900.0 Gross Beta Radioactivity WHEN RUN WITH $59.00 $1,416.00 $1,416.00 (water) GROSS ALPHA 24.00 EPA 903.1 Radium-226(water) Pace PA $92.00 $2,208.00 $2,208.00 24.00 EPA 904.0 Radium-228(water) Pace PA $99.00 $2,376.00 $2,376.00 Combined Radium 24.00 Calculation (Calculation only,requires Pace PA $10.00 $240.00 $240.00 Only Radium 226 and Radium 228) Pace PA-Sr 89 only(do 24.00 Eichrom Sr Strontium-89/90(water) $135.00 $3,240.00 $3,240.00 not have FL carts) 24.00 EPA 905 Strontium-90(drinking Pace PA $135.00 $3,240.00 $3,240.00 water) 24.00 EPA 906.0 Tritium(water) Pace PA $66.00 $1,584.00 $1,584.00 8 East Tower Circle Ormond Beach,FL 32174 Phone:386-672-5668 Fax:386-673-4001 ace 24.00 EPA 200.8 Uranium(U-238) $46.00 $1,104.00 $1,104.00 (ICP/MS) (Non-radioactive) Miscellaneous Primary Volatile Organic Contaminants applicable VOC to inlcude acrolein 12.00 EPA 624 Compounds(VOCs) $105.00 $1,260.00 $1,260.00 to Surface Water and and acrylontrile GWUDI system (water) 12.00 EPA 608 Pesticides/PCBs $145.00 $1,740.00 $1,740.00 (wastewater) Semi-Volatile Organic 12.00 EPA 625 Compounds(SVOCs) BNA with PAH Sub to $262.00 $3,144.00 $3,144.00 (Base/Neutral&Acid Pace Huntersville Extractables)(water) 12.00 EPA 200.7 Metal Analysis(7 Metals) Be,Cd,Cr,Cu, Ni,Ag,Zn $77.00 $924.00 $924.00 (ICP) (water) EPA 200.8 Metal Analysis(5 Metals) 12.00 (ICP/MS) (water) Sb,As, Pb,Se,TI $95.00 $1,140.00 $1,140.00 12.00 EPA 245.1 Mercury,CVAA(drinking $27.00 $324.00 $324.00 water) Subcontracted Outside of Method PPCP-POS Run 48.00 Pace at Eurofins Pomona Lab $810.00 $38,880.00 $38,880.00 Eurofins will bill per dilution Subcontracted Outside of Method PPCP-NEG-Run 48.00 at Eurofins Pomona Lab $810.00 $38,880.00 $38,880.00 Pace Eurofins will bill per dilution Method 521.1 -Run at Subcontracted Outside of Eurofins Eaton South Bend 35.00 $500.00 $17,500.00 $17,500.00 Pace Lab Eurofins will bill per dilution Miscellaneous Alkalinity,Total,as Unregulated Water Quality 53.00 SM 2320B CaCO3(water) Total and Bicarbonate $20.00 $1,060.00 $1,060.00 Parameters 60.00 SM 5310 Dissolved Organic Carbon Filter in field. Does not $33.00 $1,980.00 $1,980.00 (DOC) include the filter 165.00 SM 5310 Total Organic Carbon $33.00 $5,445.00 $5,445.00 (TOC)(drinking water) Langelier Index- Calculation using Calcium, 53.00 SM 2330B Corrosivity(Calculation TDS,Temperature, pH, $92.00 $4,876.00 $4,876.00 only) Alkalinity 36.00 EPA 522 1,4-Dioxane ONLY $92.00 $3,312.00 $3,312.00 (water) Hardness,Total(water) 53.00 SM 2340 (calculation only,based $47.00 $2,491.00 $2,491.00 on Ca,Mg+calculation) PFAS(drinking water or 36.00 EPA 537.1 DW source water only) (PFAS)-18 compounds $349.00 $12,564.00 $12,564.00 36.00 EPA 533 PFAS(drinking water or (PFAS)-25 compounds $299.00 $10,764.00 $10,764.00 DW source water only) 12.00 EPA 1633 PFAS(water) Pace West Columbia $450.00 $5,400.00 $5,400.00 8 East Tower Circle Ormond Beach,FL 32174 Phone:386-672-5668 ace Fax:386-673-4001 53.00 EPA 9020 Total Organic Halides Sub out to Summitt Labs $175.00 $9,275.00 $9,275.00 (TOX)(water) 24.00 EPA 200.8 Metal Analysis(2 Metals) Pb, Cu $38.00 $912.00 $912.00 (ICP/MS) (water) 53.00 EPA 200.7 Metal Analysis(2 Metals) Ca, Mg $22.00 $1,166.00 $1,166.00 (ICP) (water) 53.00 EPA 300.1 Bromide(drinking water) $20.00 $1,060.00 $1,060.00 60.00 EPA 365.1 Phosphorus,Ortho(field $33.00 $1,980.00 $1,980.00 filtering required)(water) 39.00 EPA 353.2 Nitrogen,Nitrate(water) $27.00 $1,053.00 $1,053.00 36.00 EPA 353.2 Nitrogen, Nitrite(water) $27.00 $972.00 $972.00 24.00 EPA 906.0 Tritium(water) $101.00 $2,424.00 $2,424.00 Sample Handling& Logistical Courier pickups per trip Disposal 24.00 Surcharge-Courier $105.00 $2,520.00 $2,520.00 pportal to portal Environmental Impact Fee 24.00 $25.00 $600.00 $600.00 (Per Invoice) 690.00 Sample Disposal(per $6.00 $4,140.00 $4,140.00 sample) 60.00 Sampling Media 0.45um inline filters $23.00 $1,380.00 $1,380.00 Logistical 1.00 Surcharge-Rush Bottle Per cooler $75.00 $75.00 $75.00 Order Prep Fee Estimated Grand-Total $261,791.00 Additional Pricing Considerations: If you have specific questions about any conditions noted below,please contact your Pace Analytical Representative. •Unless accepted,signed and returned,or otherwise noted above, proposal expires 60 days from Created Date above. •Quoted prices include standard Pace Analytical QA/QC,reporting limits,compound lists and standard report format unless noted otherwise. •If project specific MS/MSD samples are submitted,they may be billable. •Volatile soils need to be frozen within 48 hours of collection. To facilitate this,they should be submitted to the lab within 40 hours of collection. •TAT(Turn Around Time)is in working days unless otherwise specified above. •To ensure requested TAT is available, please coordinate with your Pace Analytical representative at time of sample submittal. •Any deviation from the above quoted scope of work,including sample arrival date and volume, may result in adjustment of prices. •Please include Quote Number on Chain-of-custody to ensure proper billing. •Pricing includes standard delivery of bottle/sample kits and coolers. •Charges will apply for non-standard shipping and for projects where shipping exceeds 10%of the total analytical costs of the shipment. •All air and air-related equipment charges(i.e.rental fees for unused, unreturned or damaged equipment,are detailed in the Pace®Canister Use Policy •PACE RESERVES THE RIGHT TO SURCHARGE ON CREDIT CARD PAYMENTS BASED ON CARD TYPE AND ZIP CODE •PACE RESERVES THE RIGHT TO PASS ALONG ALL EXPEDITED SHIPPING FEES.A MINIMUM FEE OF$100 PER COOLER MAY BE APPLIED. FIRST AMENDMENT TO THE PROFESSIONAL SERVICE AGREEMENT BETWEEN CLAY COUNTY UTILITY AUTHORITY AND ADVANCED ENVIRONMENTAL LABORATORIES, INC. THIS FIRST AMENDMENT to the PROFESSIONAL SERVICE AGREEMENT, is made and entered into this day of , 2024,by and between the CLAY COUNTY UTILITY AUTHORITY ( "CCUA"), an independent special district and political subdivision of the State of Florida, existing and created under Chapter 94-491, Laws of Florida, Special Acts on 1994,whose primary business address is 3176 Old Jennings Road, Middleburg, Florida 32068, and ADVANCED ENVIRONMENAL LABORATORIES, INC. (hereinafter "Consultant") whose principal business address is 6681 Southpoint Parkway, Jacksonville, Florida 32216. The CCUA and Consultant may hereinafter be individually referred to as a "Party" and collectively referred to as the "Parties". WITNESSETH WHEREAS, CCUA and ADVANCED ENVIRONMENAL LABORATORIES, INC. entered into that certain PROFESSIONAL SERVICE AGREEMENT as of January 17, 2023 (the "Original Agreement"); WHEREAS, CCUA and the Consultant desire to amend the Original Agreement by entering into this First Amendment as set forth herein; NOW,THEREFORE, for good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree as follows: 1. DESCRIPTION OF CHANGES a. The Original Agreement is hereby amended as detailed in Exhibit 'A' Additional Services. Pricing will be effective through December 31, 2024. 2. MISCELLANEOUS a. This First Amendment and all Ancillary Documents may be executed by providing an electronic signature under the terms of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et. seq., and Chapter 668, Florida Statutes and delivered by email or other electronic delivery method which will have the same force and effect as a written signature. b. This First Amendment, when executed by the Parties, shall be effective as of the date stated above. This First Amendment fully and completely expresses the agreement of the Parties with respect to the matters contained herein and shall not be modified or further amended except by written agreement executed by each of the Parties hereto. The Consultant understands and agrees that no representations of any kind whatsoever Page 1 of 4 have been made to it other than as appear in this First Amendment may be executed in any number of counterparts, each of which shall be deemed original; however, all of which when taken together shall constitute one and the same instrument. c. Except as amended and/or modified by this First Amendment, all of the terms and provisions of the Original Agreement are hereby amended to the extent necessary to give effect to the purpose and intent of this First Amendment. (Signature Page Follows) Page 2 of 4 IN WITNESS WHEREOF, the Parties have executed this First Amendment, effective as of the date indicated above. ADVANCED ENVIRONMENTAL LABORATORIES, INC: By: Printed Name: Title: CLAY COUNTY UTILITY AUTHORITY: By: Printed Name: Jeremy D. Johnston, PE, MBA Title: Executive Director ATTEST: By: Printed Name: Angelia Wilson, MPA Title: Procurement Manager Execute in Triplicate Distribution (electronic): 1. Advanced Environmental Laboratories, Inc. 2. CCUA Procurement Department 3. CCUA Project Manager—User Department Page 3 of 4 EXHIBIT 'A' ADDITIONAL SERVICES 1— W z 2 Contaminant/Contaminant Group TOTAL a v Primary MCLs 24 $143.77 >+ Secondary MCLs 24 $115.02 a SOC 24 $690.15 a, VOC 24 $74.76 3 2,3,7,8 Dioxin 4 $767.22 °' THM 24 $46.01 g HAA 24 $115.02 c RADS 24 $258.80 L DOC 60 $28.75 41 TOC 165 $28.75 g TOX 53 $90.35 = General Water Chemistry (alkalinity, hardness, DO, c anions/cations) 53 $189.78 o Nitrate 36 $10.35 To Nitrite 39 $10.35 a, ac, Copper and Lead 53 $14.12 40 CFR Part 122, Appendix D (TTO and heavy metals) 624 12 $86.28 625 12 $230.05 8270 12 $115.02 608 12 $86.28 PP Metals 12 $92.02 a, Bromate 41 $16.25 VI 3 Bromide 24 $100.00 ai °C a, 0 PPCPs or"Emerging Constituents" 48 $1,500.00 as >, PFAAs (PFAS) 533 48 $250.00 a° a 537 48 $250.00 ra 1633 0 $400.00 V a, 1,4-dioxane 36 $210.00 D. `" Nitrosamines 35 $450.00 Page 4 of 4