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HomeMy WebLinkAbout08.b EDB Ardurra Miller St WRF 1st Amendment RFQ25-26-A01 EXECUTIVE SUMMARY AGENDA ITEM: Proposed Agreement, including Amendments, with Ardurra Group, Inc. (Ardurra) to provide engineering and design services for the Miller Street Water Reclamation Facility (WRF) Rehabilitation and Upgrades (Project). RFQ No.: 2025/2026-A01 Job Number: 2201-0178 Financial Job Number: 23004RR Date: February 23, 2026 BACKGROUND: Staff request approval of the attached Agreement, and authorization to execute the amendments outlined below, with Ardurra, to provide engineering and design services for the Project. On December 16, 2025, staff presented the results of the Request for Qualifications (RFQ) process to the Board of Supervisors, establishing Ardurra as the most qualified engineering design firm for this project. At that time, staff requested authorization to negotiate a contract with Ardurra, and the Board of Supervisors approved that request. Since the December 16, 2025, authorization, staff incorrectly processed and executed an agreement with Ardurra while staff were negotiating the scope of services and fees for the project. In addition, the Agreement is for continuing professional engineering, and not project-specific services, as required under the Consultants Competitive Negotiation Act(F.S.287.055)(CCNA). Lastly,the Agreement itself was not presented to the Board of Supervisors for consideration and approval. When the issues were realized, staff sought to correct the contracting deficiencies with this presentation of the Agreement and associated amendment. CCUA operates and maintains the Miller Street WRF, which serves the Orange Park service area. The facility is one of CCUA's oldest treatment plants and has a permitted annual average daily flow (AADF) treatment capacity of 2.99 million gallons per day (MGD). Treated effluent is discharged to a beneficial public access reuse system with a permitted AADF capacity of 3.0 MGD, as well as to the St. Johns River. This facility also receives small quantities of reuse-quality treated effluent from the Town of Orange Park. Ardurra completed a conceptual evaluation in 2023 and a master plan in February 2025 that identified and prioritized the improvements necessary to bring the facility up to current CCUA standards,while ensuring reliable operation for years to come. The Agreement includes design, preparation of contract documents, permitting, bidding support, and construction administration services for priority improvements,which include the following: • Construction of a new influent structure and septage receiving station and associated components. • Replacement of the existing sodium hypochlorite chemical building. • Site access and stormwater improvements as necessary for the improvements. • New sodium hypochlorite storage and pumping facilities. • Site-wide electrical improvements. • Electrical supply, instrumentation, and control systems for new equipment, including appropriate weather-protected facilities. • Integration of all new work into the site's master Supervisory Control and Data Acquisition (SCADA) system. //JP //DD and AE //JDJ Amendments to the attached Agreement include: • ARTICLE 1.2: Delete the last sentence in this section • ARTICLE 2.1.1: Delete Sub-sections 2.1.1.1, through 2.1.1.5 in their entirety. Replace with the following after the last sentence in Sub-section 2.1.1: "A detailed Scope of Services is shown in Exhibit A." • Delete ARTICLE 3.1 and ARTICLE 3.2 in their entirety. Replace with the following: ARTICLE 3.1 PROFESSIONAL SERVICES RATES,FEES,AND CHARGES. The consultants'fees for this Agreement are listed in Exhibit A. • Delete ARTICLE 4.1, ARTICLE 4.2, and ARTICLE 4.3 in their entirety. Replace with the following: ARTICLE 4.1 CONTRACT DURATION. The consultants' contract duration for this Agreement is listed in Exhibit A. • ARTICLE 9.1: Delete the second sentence in this section • Delete Exhibit B Rate Schedule. The consultants'fees for this Agreement are listed in Exhibit A. BUDGET: The 5-year Capital Improvements Plan includes $13.8 million for the rehabilitation and upgrade of the Miller Street WRF.After reviewing Ardurra's proposal,staff determined the proposed professional services fee of$1,611,793.68 to be fair and competitive for the scope of work provided. Ardurra's professional services fees are included in the Miller Street WRF Rehabilitation and Upgrades Project budget. CCNA: CCNA limits the use of continuing services contracts for professional architectural, engineering, and surveying services to construction projects estimated at$7.5M or less. Since the estimated construction cost for the Miller Street WRF improvement exceeds the current CCNA construction limits, staff issued a solicitation with specific RFQ for this project.At the December 16,2025,meeting,the Board of Supervisors approved the ranking of Ardurra as the most qualified professional engineering firm to complete the project design. The agreement with amendments complies with CCNA(F.S. 287.055). RECOMMENDATION: Staff respectfully request the Board of Supervisors' approve the attached Agreement, and authorize execution of the amendments, with Ardurra Group, Inc. to complete the professional engineering scope of services for the Miller Street Water Reclamation Facility Upgrades Project. ATTACHMENTS: Agreement to RFQ#2025/2026-A01 First Amendment to RFQ#2025/2026-A01 Exhibit A—Ardurra Group, Inc. Scope and Fee Proposal //JP //DD and AE //JDJ AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES FOR MILLER STREET WATER RECLAMATION FACILITY(WRF) UPGRADES THIS AGREEMENT BETWEEN OWNER AND PROFESSIONAL FOR MILLER STREET WRF UPGRADES (the "Agreement") is made effective as of January , 2026, by and between CLAY COUNTY UTILITY AUTHORITY ("Owner"), an independent special district established and created pursuant to Chapter 94-491, Laws of Florida, by Special Act of 1994, whose principal offices are located at 3176 Old Jennings Road, Middleburg, FL 32068, and ARDURRA GROUP, INC., whose principal offices are located at 100 N.W. 57TH Court, Suite 800,Miami,Florida 33126 and Federal I.D.No. 59-1782900("Professional"),which is authorized to do business in Florida. WITNESSETH: WHEREAS, in response to a publicly advertised Request for Qualifications (RFQ) Number 2025/2026-A01,Professional Engineering Services for Miller Street WRF Upgrades. Professional, referenced herein as the "Consultant," submitted a Statement of Qualifications to Owner and was selected by Owner as a qualified Consultant in the best interest of CCUA; and WHEREAS, Owner and the Consultant have negotiated mutually satisfactory terms for the execution of the Agreement; and is incorporated by reference and made part hereof; and WHEREAS, the Consultant hereby certifies it has been granted and possesses valid, current licenses to do business in the State of Florida, issued by the respective State Board(s) responsible for regulating and licensing the professional services to be provided and performed by the Consultant pursuant to this Agreement; and NOW THEREFORE, in consideration of the mutual covenants, terms, and provisions contained herein, and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby expressly acknowledged, the parties hereto agree that, with mutual acceptance of this Agreement as indicated hereinafter by the execution of this Agreement by both parties, a legally enforceable contract shall exist between both parties consisting of: ARTICLE 1. GENERAL DESCRIPTION OF SERVICES 1.1. ASSIGNMENT OF WORK. The work to be performed by the Consultant shall be determined by CCUA.All work shall be mutually negotiated with the Consultant and CCUA. The Consultant shall prepare a detailed scope of services (hereinafter referred to as "Scope"), list deliverables, schedules,work hour budget and a not to exceed fee budget for the associated work needed to complete the "Project" (herein so called) for CCUA's review and approval prior to the Consultant beginning any work. Fees shall be based on the established contract hourly rates, fees, and charges, and as outlined in the Rate Schedule. 1.2. DEFINITION AND COMMENCEMENT OF SERVICES. The Consultant's services consist of those services performed by the Consultant, Consultant's employees, and Consultant's sub-consultants as summarized in Article 2 of this Agreement. The Consultant acknowledges that it is not guaranteed nor entitled to provide services to Owner in connection with the Project by virtue of entering into this Agreement with Owner. 1.2.1. The Consultant shall not commence work on the Project without prior written Notice to Proceed (hereinafter referred to as "NTP") by CCUA. Following the issuance of such NTP the Consultant shall be authorized to commence work promptly and shall carry on all such services and work as may be required in a timely and diligent manner to completion. The Consultant hereby releases CCUA from any claim for damages or compensation,whether in contract,tort or otherwise, in the event that no NTP is issued pursuant to this Agreement. 1.3. PROJECT SCHEDULE / TIME OF THE ESSENSE. The Consultant understands and acknowledges that time is of the essence in completion of an assigned Project and the Owner may incur damages if the Project is not completed on time. The Consultant shall at all times carry out his duties and responsibilities as expeditiously as possible, consistent with the level of professional skill and care required hereunder and in accordance with the Project's schedule set forth for this Project, subject to delays in the schedule not the fault of consultant or its sub- consultants. 1.3.1. Prior to issuing of the NTP, the Consultant shall represent to the Owner whether they are thoroughly familiar with and understand the requirements of the Project scope. The Consultant shall also confirm they have the necessary skilled personnel and availability, equipment, material, supplies, facilities, transportation, and administrative support to complete the Scope of Work in conformance with this Agreement. 1.4. LICENSES. The Consultant agrees to obtain and maintain throughout the period this Agreement is in effect, all such licenses as are required to do business in the State of Florida, including but not limited to licenses required by the respective State Board(s) and other governmental agencies responsible for regulating and licensing the professional services provided and performed by the Consultant pursuant to this Agreement and the Scope of Work and services provided therein. 1.5. EVALUATION OF SUFFICIENCY OF PROJECT SITE. Prior to authorization of the NTP involving Projects involving real property and utility infrastructure,the Consultant shall: (i) visit and properly inspect, consistent with the level of professional skill and care required hereunder, the Project Site and any structure(s) or other man-made features to be modified; (ii) familiarize itself with the survey, including the location of all existing buildings, utilities, conditions, streets, equipment, components and other attributes having or likely to have an impact on the Project; (iii) familiarize itself with the Owner's layout and design requirements, conceptual design objectives, and budget for the Project; (iv) familiarize itself with pertinent Project dates and programming needs, including the Project design schedule as provided with each Project; (v) review and analyze all Project geotechnical, Hazardous Substances (hereinafter defined), structural, chemical, electrical, mechanical and construction materials tests, investigations and recommendations; and (vi) gather any other information necessary for a thorough understanding of the Project. If the Project involves modifications to any Clay County Utility Authority RFQ No.2025/2026-A01 Page 2 existing structure(s)or other man-made feature(s)on the Project site,the Consultant shall also review all as-built and record drawings,plans and specifications of which Consultant has been informed by Owner about and properly inspect, as is consistent with the level of professional skill and care required hereunder,the existing structure(s)and man-made feature(s)to identify existing deficiencies and ascertain the specific locations of pertinent structural components. Failure to familiarize itself with any of the above will not reduce Consultant's responsibility for meeting objectives and preparing plans and specifications which will allow the Project to be completed for an amount no greater than set forth in the Owner's budget. 1.6. ESTIMATES OF PROBABLE CONSTRUCTION COST. In providing estimates of probable construction cost, the Owner understands that the Consultant has no control over the cost or availability of labor, equipment, or materials, or other market conditions or other consultant's pricing, and that the Consultant's estimates of probable construction costs are made on the basis of the Consultant's professional judgment and experience. The Consultant makes no warranty, expressed or implied, that the bids or the negotiated cost of the work will not vary from the Consultant's opinion of probable construction cost (OPCC). 1.6.1. The OPCC shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Consultant. 1.6.2. The Consultant shall apply methods consistent with accepted industry standards in estimating probable Construction Costs given the level of design drawings, specifications, and calculations complete at the time, level of uncertainty, and complexity of the Project being estimated. 1.6.3. The OPCC shall include the cost at current market rates of labor and materials furnished by the Owner and Contractor and equipment designed, specified, selected or specially provided for,by the Consultant, including connections to utilities,plus a reasonable allowance for the Contractor's overhead and profit. 1.6.4. The OPCC does not include the compensation of the Consultant and Consultant's sub-consultants, Owner's consultants,the costs of the land, rights-of-way, fixtures, furnishings and equipment and contingencies or other costs which are the responsibility of the Owner as provided in Article 6. 1.6.5. The Owner will rely on the Consultant's Estimates of Probable Construction Cost to update Project budgets as information of greater detail becomes available. 1.7. PERMITS AND APPROVALS. The Consultant shall assist the Owner in preparing, coordinating, applying, and submitting for those permits, approvals and extensions required by law and rules for projects similar to the one for which the Consultant's services are being engaged. This assistance shall consist of completing and submitting forms and other supportive information necessary to the appropriate regulatory agencies having jurisdiction over the Consultant's documents and other services normally provided by the Consultant and shall be included in the Scope for this Agreement. Clay County Utility Authority RFQ No.2025/2026-A01 Page 3 1.8. COORDINATION WITH CONTRACT CONSTRUCTION. The Consultant shall perform services associated with construction activities in conjunction,and coordination,with the services to be performed by the Contractor engaged by Owner, as further described herein. For the Consultant's information, the Contract for Construction is defined in the Owner's Agreement with a Contractor. 1.9. COOPERATION. The Consultant shall endeavor to develop, implement, and maintain, in consultation with the Owner and Contractor, a spirit of cooperation, collegiality, and open communication among the parties so that the goals and objectives of each are clearly understood, potential problems are resolved promptly, and, upon completion, the Project is deemed a success by all parties. 1.10. CERTIFY, CERTIFICATION. A to "Certify" or a "Certification" is a statement of the Consultant's opinion, based on its own observation of conditions, to the best of the Consultant's professional knowledge, information, and belief. Such a statement of opinion does not constitute a warranty or guarantee, either express or implied. 1.11. STANDARD OF CARE. The Consultant shall put forth its reasonable professional efforts to comply with applicable laws, codes, rules, and regulations in effect as of the date of the execution of this Agreement and the date of deliverables or submissions. In providing services, the Consultant shall perform in a manner which, at a minimum, is consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality. The Consultant is responsible for the quality, accuracy, completeness, and coordination of all deliverables and other services of the Consultant or its sub-consultants. 1.12. ADDITIONAL SERVICES. "Additional services" (herein so called) beyond the work identified in the Scope of Work shall only be authorized to be performed or provided by the Consultant when agreed to in writing in advance by both parties. In any case in which the Consultant deems that additional compensation is due for its services or materials that is not expressly covered in the Scope of Work, or not specifically authorized in writing by the Owner, the Consultant shall notify the Owner in writing and must receive prior written approval thereof from the Owner. If the Consultant fails to provide its written notice or does not receive Owner's written approval prior to performing or providing any Additional Services, the Consultant shall not receive any additional compensation for the same. 1.13. RESPONSIBILITY TO CORRECT. In accordance with the generally accepted standards of the Consultant's profession, the Consultant agrees to be responsible for the professional quality,technical adequacy and accuracy,timely completion,and the coordination of all data, studies, surveys, designs, specifications, calculations, estimates, plans, drawings, construction documents, photographs, reports, memoranda, other documents and instruments, and other services, work and materials performed, provided and/or furnished by Consultant or by any sub-consultant(s)retained or engaged by the Consultant pursuant to this Agreement (hereinafter referred to as "Work Products"). The Consultant shall, without additional compensation, correct, revise, or have corrected or revised any errors, omissions Clay County Utility Authority RFQ No.2025/2026-A01 Page 4 and other deficiencies in such Work Products resulting from consultant or any sub- consultant(s). 1.14. COMMISSIONING. The Consultant shall participate in and cooperate with, design phase, construction phase, and post-occupancy commissioning(including peer review), validation, and other third-party quality assurance and quality control processes that Owner implements, if any. ARTICLE 2 SCOPE OF PROFESSIONAL'S BASIC SERVICES 2.1. General 2.1.1. The Consultant's basic services to be provided to the Owner consist of the Professional Engineering services stated in RFQ Number 2025/2026-A01. The work shall include the design of a new headworks that provides screening and grit removal, a septage receiving station, a new electrical /chemical storage building, a chemical feed pump station, and overall electrical and instrumentation improvements. Services will also include permitting, bidding, and services during construction. 2.1.1.1. The Consultant will need to perform site visits, inspections, and attend meetings in performing their contracted duties. 2.1.1.2. The Consultant will need to perform tests, take samples, or other field observations in the course of performing their contracted duties. 2.1.1.3. The Owner will engage the Consultant to prepare and submit permit applications to regulatory agencies having jurisdiction over the Owner. 2.1.1.4. The Owner will engage the Consultant for post-design or Construction related administrative or inspections services. 2.1.1.5. The Consultant and Owner shall mutually agree to specific items included in the Scope of Services for this Project. 2.1.2. The Consultant shall be responsible for services performed by the Consultant's sub- consultants and shall require that the work of its sub-consultants comply with all requirements of this Agreement. The Consultant shall be responsible for the acts or omissions of its subconsultants, at whatever tier, or others acting on its behalf. 2.1.2.1. The Owner is an intended third-party beneficiary of Consultant's contracts with such sub-consultants and the contracts between the Consultant and such sub-consultants shall so provide. Furthermore, the Consultant's contracts with its sub-consultants shall require that in the event of default under, or termination of, this Agreement, and upon request of Owner, the Consultant's sub-consultants will perform services for the Owner. Clay County Utility Authority RFQ No.2025/2026-A01 Page 5 ARTICLE 3 COMPENSATION 3.1. PROFESSIONAL SERVICES RATES, FEES, AND CHARGES. The Owner and the Consultant shall negotiate mutually acceptable hourly rates, fees, and charges for the professional services requested in the RFQ Number 2025/2026-A01. The negotiated hourly rates,fees,and charges shall be included as part of this Agreement as Exhibit B Rate Schedule. 3.1.1. All professional services rates, fees, and charges shall remain for a period of three (3) years from either the effective date of this Agreement or renewal. The Owner will consider changes to rates, fees, and charges before the Agreement's renewal date. The Owner will review changes to the initial agreed-upon hourly rates, fees, and charges on an item-by-item basis. Consultant may request increases or decreases in rates and fees as follows: 3.1.1.1. Within at least ninety (90) days prior to the renewal date of the Agreement term, the Consultant may submit a written request for any changes to the agreed-upon hourly rates, fees, and charges. 3.1.1.2. The Consultant must provide supporting information regarding any requested changes to the hourly rates, fees, and charges to the Owner for consideration. Supporting information may include Consumer Price Index (CPI) or other market-related data. 3.1.1.3. The Owner's Board of Supervisors must approve any requested changes to hourly rates, fees, and charges. 3.1.1.4. If the Owner and the Consultant cannot agree on updates to the professional services hourly rates, fees, and charges during the renewal period, either party may terminate the Agreement in accordance with Article 14. 3.2. SUPPLIER CONTRACT. The Owner will issue a Supplier Contract corresponding to this Agreement under Article 1, Section 1.2.1. The Consultant shall identify the Supplier Contract number for the assigned work on the invoices submitted to the Owner. 3.3. COMPLETION. The Owner's payment of the entire fee or lump sum amount for this Agreement is contingent upon Consultant's final completion of the entire Scope as specified in this Agreement.Final completion is contingent on the Owner's acceptance. Such acceptance by the Owner may not be unreasonably denied. In the event the Consultant does not complete the entire Scope for this Agreement under a lump-sum fee, the Owner will prorate the fee based on the percentage of work actually completed. 3.4. INVOICE PROCEDURE. Invoices shall be submitted by the Consultant monthly on an"as incurred" basis and shall be reviewed by Owner in accordance with the Local Government Prompt Payment Act(the"Act"). The Consultant shall submit invoices in accordance with the Owner's payment process to accountspayable@clayutility.org and CCUA's Project Team Members to be identified by Owner. Upon receipt of a proper invoice, the Owner shall have the number of days provided in the Act in which to make payment. Invoices shall be in a form Clay County Utility Authority RFQ No.2025/2026-A01 Page 6 and contain such documentation as reasonably required by the Owner. Each invoice shall include the Supplier Contract number, project name, project number, breakdown of charges, description of service(s), services provided and/or performed, supportive documentation, the amount of payment requested,the amount previously paid,the total contract value,the percent completed since the last invoice, the total percent completed to date, and any other such information as may be reasonable and necessary to secure the written approval of the invoice by the Owner. Each invoice shall contain a statement that the document is made subject to the provisions and penalty of Section 837.06, Florida Statutes. 3.4.1. If the Owner objects to any portion of an invoice, the Owner shall notify the Consultant. The Owner shall identify the specific cause of the disagreement and the amount in dispute and request a revision. Any dispute over invoiced amounts due that cannot be resolved by direct negotiation between the parties within thirty(30) calendar days after presentation of the invoice shall be resolved in accordance with the Dispute Resolution provision(Article 13) of this Agreement. 3.5. PROMPT PAYMENT TO SUB-CONSULTANTS.As a condition precedent to progress and final payments to the Consultant, the Consultant shall provide to the Owner, with its requisition for payment, documentation that sufficiently demonstrates that the Consultant has made proper payments to its sub-consultants from all prior payments that the Consultant has received from the Owner. The Consultant shall not unreasonably withhold payments to sub- consultants if such payments have been made to the Consultant. If the Consultant withholds payment to its sub-consultants for which the Owner has paid the Consultant, the Consultant shall return that payment to the Owner. The Consultant's failure to pay undisputed amounts to the sub-consultants within thirty (30) business days, after the Consultant receives payment from the Owner, shall be a breach of this Agreement and may result in termination of this Agreement in the discretion of the Owner. 3.6. NON-ENTITLEMENT TO ANTICIPATED FEES. In the event the services required pursuant to this Agreement are terminated, eliminated, cancelled, or decreased due to: termination; suspension in whole or in part; other than receiving the compensation set forth in Article 3 3.3 and 3.4 above, the Consultant shall not be entitled to receive compensation for anticipated professional fees,profit, general and administrative overhead expenses or for any other anticipated income or expense which may be associated with the services which are terminated, suspended, eliminated, cancelled or decreased. 3.7. TRAVEL. The Owner shall not be billed or invoiced for time spent traveling to and from the Consultant's offices or other points of dispatch of its sub-consultants, employees, officers, or agents in connection with the services being rendered, other than as provided for in this Agreement. If and only if travel and per diem expenses are addressed in the Agreement in a manner that expressly provides for the Owner to reimburse the Consultant for the same, then the Owner shall reimburse the Consultant only for those travel and per diem expenses reasonably incurred and only in accordance with the provisions of Section 112.061, Florida Statutes. In the event the Consultant has a need to utilize hotel accommodation or common carrier services,the Owner shall reimburse the Consultant for its reasonable expenses incurred thereby, provided prior approval of the Owner is obtained. Clay County Utility Authority RFQ No.2025/2026-A01 Page 7 3.8. REIMBURSABLE.The Owner shall not be liable to reimburse the Consultant for any courier service, telephone, facsimile, copying expenses, or postage charges incurred by the Consultant. ARTICLE 4 CONTRACT DURATION 4.1. INITIAL CONTRACT DURATION. The Owner and the Consultant agree to an initial Agreement period of three (3)years from the date this Agreement is signed. 4.2. EXTENSION OF CONTRACT DURATION. Upon mutual written agreement between the Owner and the Consultant, the Parties may extend the Agreement duration by two (2) consecutive one (1)year terms. 4.3. NON-RENEWAL.Any pre-printed provisions of the Consultant's written materials, contract forms or documents to the contrary notwithstanding, the same shall not automatically renew but shall be renewed only upon subsequent written agreement of the parties. ARTICLE 5 CONSULTANT'S PERSONNEL 5.1. QUALIFIED PERSONNEL. The Consultant agrees when the services to be provided and performed relate to a professional service(s) that, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, to employ and/or retain only qualified personnel to be in responsible charge of all Scope to be provided pursuant to this Agreement. 5.2. PROJECT TEAM. The Consultant shall maintain a Project Team consistent with the Statement of Qualifications (SOQ) provided to the owner in response to RFQ Number 2025/2026-A01. The Consultant's Client Service Manager shall remain consistent across all project assignments. 5.2.1. Should the Consultant find the situation necessary to use different professional staff than those provided in the referenced SOQ, the Consultant shall advise the Owner in writing of the change in the Project Team. The Owner shall not unreasonably withhold approval of changes in the Consultant's professional staff. 5.3. CONSULTANT'S PROJECT MANAGER. The Consultant agrees to employ and designate, in writing, a qualified and, if required by law, a licensed professional to serve as the"Consultant's Project Manager"(herein so called).The Consultant's Project Manager shall be authorized and responsible to act on behalf of the Consultant with respect to directing, coordinating, and administering all aspects of the Scope to be provided and performed under this Agreement. The Consultant's Project Manager shall have full authority to bind and obligate the Consultant on any matter arising under this Agreement unless substitute arrangements have been furnished in advance to the Owner by the Consultant in writing. The Consultant agrees that the Consultant's Project Manager shall devote whatever time is required to satisfactorily direct, supervise and manage the Scope and services provided and performed by the Consultant throughout the entire period this Agreement is in effect. Clay County Utility Authority RFQ No.2025/2026-A01 Page 8 ARTICLE 6 USE OF CONSULTANT'S DRAWINGS, SPECIFICATIONS,AND OTHER DOCUMENTS 6.1. The Owner shall retain ownership of all Work Products, including electronic files, field data, pictures, notes, and other documents and instruments prepared by the Consultant as instruments of service. The Consultant shall not be liable for any re-use of such documents for other than the specific purpose intended without the Consultant's written verification or adaptation thereof. 6.2. The Consultant shall have the right to include representations of the design of a Project, including photographs of the exterior and interior, among the Consultant's promotional and Consultant materials, with the Owner's permission in each case. The Consultant's materials shall not include the Owner's confidential or proprietary information, nor what the Owner judges may present a security concern. ARTICLE 7 RETENTION OF DOCUMENTS 7.1. The Consultant agrees to maintain all documents, including electronic documents, related to the Project for a period of not less than five (5) years, in a reasonably accessible manner consistent with the Consultant's internal document retention policy. 7.1.1. Reasonably Accessible: To be considered reasonably accessible, such documents must be reproduced,copied,scanned,emailed,etc.,without significant time or cost. 7.1.2. Document Retention Policy: A written policy by which each employee or sub- consultant of any tier follows the same protocol to retain all required documents related to a project in a consistent, organized manner sufficient to allow efficient retrieval of same. ARTICLE 8 ABILITY TO AUDIT RECORDS 8.1. The Consultant shall maintain during the term of the Agreement all books of account,reports, and records in accordance with generally accepted accounting practices and standards for records directly related to this Agreement. The Consultant agrees to make available to Owner's auditors during regular business hours all books of account, reports, and documents relating to this Agreement for the duration of the Agreement and retain them for a minimum period beyond the last day of the Agreement term consistent with Internal Revenue Service (IRS)regulations and the State of Florida's Public Records Law. ARTICLE 9 OWNER'S RESPONSIBILITIES 9.1. OWNER'S REQUIREMENTS. The Owner shall provide to the Consultant information related to the Owner's requirements for this Project. The Owner requirements shall be incorporated as outlined in Article 1 1.3.4. Clay County Utility Authority RFQ No.2025/2026-A01 Page 9 9.2. PROJECT BUDGET.The Owner shall establish, manage, and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to these costs. 9.3. OWNER'S REPRESENTATIVE. The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Consultant to avoid unreasonable delay in the orderly and sequential progress of the Consultant's services. 9.4. TIMELINESS/SCHEDULE.The Owner shall review and approve or take other appropriate action on all work submittals of the Consultant within the timeframes mutually agreed upon in the Project schedule for such reviews. 9.5. DOCUMENT REVIEWS. Review of the Consultant's documents by the Owner shall be solely for the purpose of determining whether such documents are generally consistent with the Owner's intent and such review shall not relieve the Consultant of any of its responsibilities. Notwithstanding the foregoing, prompt written notice shall be given by the Owner to the Consultant if the Owner becomes aware of any fault or defect in this Project or non-conformance with the Agreement or related Contracts for Construction. 9.5.1. Owner's Approval. Review, approval, or acceptance by the Owner of services or Work Products furnished by the Consultant, or any sub-consultant(s) engaged by the Consultant, shall not in any way relieve Consultant of responsibility for the adequacy, completeness and accuracy of its services or Work Products or any and all of its sub-consultant(s) engaged by the Consultant to provide and perform services in connection with this Agreement. Neither the Owner's review, approval, acceptance of, nor payment for, any of the Consultant's services or Work Products shall be construed to operate as a waiver of any of the Owner's rights under this Agreement, or any cause of action it may have arising out of the performance of this Agreement. 9.6. AS-BUILT/RECORD DRAWINGS/GIS DATA. The Owner will provide the Consultant with information available in the Owner's possession that may include As-Built Drawings, Record Drawings, and GIS Data. 9.7. EXISTING SURVEYS. If required, the Owner will provide the Consultant existing survey information if such information is in the possession of the Owner. Surveys may include, but are not limited to, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines,both public and private,above and below grade, including inverts and depths. Clay County Utility Authority RFQ No.2025/2026-A01 Page 10 9.7.1. If adequate survey information does not exist for an assignment or Project, the Owner and Consultant will determine the appropriate Scope of Work related to surveying to be included in the Agreement. 9.8. EXISTING GEOTECHNICAL INFORMATION. If required, the Owner will provide the Consultant with the Owner's existing geotechnical information, if such information is in the possession of the Owner. Such services may include, but are not limited to, test borings, test pits, sub-surface imaging, determinations of soil bearing values,percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions,with reports and appropriate Consultant recommendations. 9.8.1. If adequate geotechnical information does not exist for an assignment or Project, the Owner and Consultant will determine the appropriate Scope of Work related to geotechnical investigations. 9.9. TESTS. The Owner will provide the Consultant existing test information if such information is in the possession of the Owner. Such testing may be structural, mechanical, chemical, gaseous,biological, hydraulic, environmental, etc. in nature. 9.9.1. If adequate test information does not exist for an assignment or Project, the Owner and Consultant will determine the appropriate Scope of Work related to testing to be included in a Supplemental Agreement. ARTICLE 10 PUBLIC FUNDS 10.1. ANNUAL APPROPRIATIONS. The Owner's performance of this Agreement shall be contingent upon and subject to the existence of lawfully appropriate public funds for each fiscal year(i.e.,October 1 through and including the next following September 30)of Owner. ARTICLE 11 CONFIDENTIALITY AND PUBLIC RECORDS COMPLIANCE 11.1. The Consultant agrees, during the term of this Agreement, to comply with Chapter 119.071(3), Florida Statutes, and not to divulge, furnish or make available to any third person, consultant or organization, without the Owner's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder,or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by the Consultant or any sub-consultant(s) pursuant to this Agreement. Subject to the foregoing provisions and law applicable to confidential information,the Consultant will keep and maintain public records required by the Owner, which is a public agency, in order for the Consultant to perform the services and the work required by the Scope, and upon request from the Owner's custodian of public records, Consultant shall provide the Owner with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119.07, Florida Statutes, or as otherwise provided by law. The Consultant shall require all its employees and those of its sub-consultant(s) to comply with the provisions of this paragraph.IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO Clay County Utility Authority RFQ No.2025/2026-A01 Page 11 THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT: Public Records 3176 Old Jennings Road Middleburg,Florida 32068 (904) 272-5999 Recordsrequest@clayutility.org ARTICLE 12 INSURANCE 12.1. INSURANCE. The Consultant shall carry insurance as prescribed herein. All insurance policies shall be with a company or companies lawfully authorized to do business in Florida. All insurance policies shall be issued and countersigned by duly authorized representatives of such companies and shall be written on ISO standard forms or their equivalents. Such insurance coverage shall commence with Owner's assignment of a Project to Consultant and shall remain in place for three (3)years following completion of such Project. 12.1.1. The Consultant shall carry a policy or policies covering their liability under this Agreement for any and all errors or omissions committed by them. The policy or policies shall have limits of liability not less than the amounts set forth in Exhibit C. For any Claims Made Form policy,the policy retroactive date will coincide with or precede the start of services being provided hereunder (including subsequent policies purchased as renewals or replacements) and must provide coverage for three (3)years following the conclusion of the Project. 12.1.2. Consultant shall carry policies covering General Liability Automotive Liability), and Worker's Compensation per the requirements of Chapter 440 of the Florida Statutes. General and Auto Liability policies shall provide cross liability coverage. 12.1.2.1. General liability coverage shall apply to "bodily injury" and to "property damage" occurring on, about, or in transit to the Owner's premises for the covered operations or professional services to be performed for the Owner by or on behalf of the additional insureds. Such insurance shall be no more restrictive than that provided by the most recent version of the standard Commercial General Liability Form (ISO Form CG 00 01) as filed for use in the State of Florida without any restrictive endorsements other than those reasonably required by Owner. An Excess Liability policy or Umbrella policy can be used to satisfy the above limits. 12.1.2.2. Automobile insurance shall apply to all automobile which are owned,hired, or non-owned and used in the performance of this Agreement. Such insurance shall be no more restrictive than that provided by the most recent version of the standard Business Auto Coverage Form(ISO Form CA0001) as filed for use in the State of Florida without any restrictive endorsements other than those which are required by the State of Florida. Clay County Utility Authority RFQ No.2025/2026-A01 Page 12 12.1.2.3. The Workers'Compensation and Employer's Liability Insurance shall cover the Consultant (and, to the extent they are not otherwise insured, its sub- consultants) for those sources of liability which would be covered by the latest edition of the standard Workers'Compensation policy,as filed for use in the State of Florida by the National Council on Compensation Insurance (NCCI), without any restrictive endorsements other than the Florida Employers Liability Coverage Endorsement(NCCI Form WC 09 03),those which are required by the State of Florida, or any restrictive NCCI endorsements which, under an NCCI filing, must be attached to the policy (i.e., mandatory endorsements). In addition to coverage for the Florida Workers'Compensation Act, where appropriate, coverage is to be included for the Federal Employers'Liability Act,USL&H and Jones, and any other applicable federal or state law. 12.1.3. For all insurance types: 12.1.3.1. Consultant shall notify Owner immediately if any policy required by this Agreement is cancelled or not renewed for any reason or is modified in any way that would cause it not to be compliant with the requirements of this Agreement. Insurance policies shall require that the insurer endeavor to provide at least thirty(30) calendar days written notice to Owner if a policy is to be canceled, modified, or the coverage thereunder reduced before the expiration date thereof. Consultant shall provide Owner with a copy of endorsement(s) to the policies and cancellation and/or non-renewal notices evidencing the same. 12.1.3.2. The Certificates of Insurance shall be dated and show the name of the insurer,the number of the policy, its effective date, and its termination date. 12.1.3.3. The Owner shall be named as additional insureds on General and Auto Liability policies. 12.1.3.3.1. All insurance except Worker's Compensation and Professional Liability shall be endorsed to name of the Owner and their respective members, officers, officials, employees, and agents as Additional Insured. Additional Insured for General Liability shall be in a form no more restrictive than CG2010 and CG2037. 12.1.3.4. Carrier Qualifications. The above insurance shall be written by an insurer holding a current certificate of authority pursuant to Chapter 624, Florida Statutes or a company that is declared as an approved Surplus Lines carrier under Chapter 626 Florida Statutes. Such insurance shall be written by an insurer with an A.M. Best Rating of A-VII or better. 12.1.3.5. All policies shall include a waiver of subrogation endorsement and a severability of interests endorsement. Clay County Utility Authority RFQ No.2025/2026-A01 Page 13 12.1.3.5.1. All required insurance policies shall be endorsed to provide for a waiver of underwriter's rights of subrogation in favor of the Owner and their respective members, officers, officials, employees, and agents. 12.1.3.6. Consultant's Insurance Primary. The insurance provided by the Consultant shall apply on a primary basis and shall not require contribution from any other insurance or self-insurance maintained by the Owner and their respective members, officers, officials, employees, and agents. 12.1.3.7. Owner shall not be liable for amounts that may represent a deductible in any insurance policy, and the payment of such deductibles shall be the sole responsibility of the Consultant or sub-consultant providing such insurance. Consultant and its sub-consultants shall reveal the amount of such deductibles, if any, for each policy. 12.1.3.8. Insurance Additional Remedy. Compliance with the insurance requirements of this Agreement shall not limit the liability of the Consultant or its sub- consultants, employees, or agents to the Owner and its respective members, officers, officials, employees, and agents and shall be in addition to and not in lieu of any other remedy available under this Agreement or otherwise. 12.1.3.9. Insurance on Sub-consultants and Sub-subcontractors. Consultant shall establish, require, and review evidence of reasonable insurance requirements for all its sub-consultants and its sub-subcontractors. Except to the extent required by law, or as otherwise specifically provided by this Agreement, this Agreement does not establish minimum insurance requirements for Consultant's sub-consultants or sub-subcontractors. 12.1.4. The Consultant shall provide copies of each insurance coverage policy required by this Agreement, including all endorsements, riders, etc., in order to verify that contractual insurance requirements are being satisfied. Consultant shall provide such within 30 calendar days of the execution date of the Agreement and,thereafter, on or before the expiration date of an expiring policy or upon Owner's request. 12.1.4.1. Certificates of Insurance. Prior to commencing work, Consultant shall deliver to Owner Certificates of Insurance that shows the corresponding Agreement, RFQ Number, or PO if applicable in the Description. The certificates of insurance shall be made available upon request of Owner. ARTICLE 13 MEDIATION OF DISPUTES 13.1. All claims, disputes, and other matters in question between the parties to this Agreement shall be determined under the judiciary system of the State of Florida. As a condition precedent to any party filing any action for a claim, dispute or other matter arising out of or related to this Agreement, the parties shall submit the dispute to mediation pursuant to the American Arbitration Association Construction Industry Mediation Rules currently in effect. Clay County Utility Authority RFQ No.2025/2026-A01 Page 14 Either party may file a written request for mediation with the American Arbitration Association and serve a copy on the other party. The mediation shall be concluded within sixty(60) days of the request, unless otherwise agreed or ordered by the court.Any legal or equitable proceedings shall be stayed pending conclusion of the mediation. The parties shall share the mediator's fee and other administrative costs of the mediation equally. The mediation shall be held in Clay County, Florida, unless the parties agree upon another location. Agreements reached in mediation shall be enforceable in any court of competent jurisdiction as settlement agreements. The mediation proceedings shall be confidential and shall be privileged from disclosure in any subsequent proceedings as settlement discussions. ARTICLE 14 TERMINATION AND SUSPENSION 14.1. TERMINATION BY OWNER FOR DEFAULT. If the Consultant defaults by failing to substantially perform, in accordance with the terms of this Agreement, as reasonably determined by Owner, the Owner may give written notice to the Consultant: (i)terminating this Agreement effective seven(7) calendar days from the date of notice; or(ii) setting forth the nature of the default and requesting the Consultant initiate cure within seven(7)calendar days from the date of notice. At any time thereafter, if the Consultant fails to initiate cure upon the request of the Owner and continue such cure until complete, the Owner may give notice to the Consultant of immediate termination. If the Owner terminates this Agreement pursuant to this paragraph, and it is subsequently determined by a court of competent jurisdiction that the Consultant was not in default, then in such event said termination shall be deemed a termination for convenience as set forth in Paragraph 14.3. 14.2. TERMINATION BY THE CONSULTANT FOR DEFAULT. If the Owner defaults by failing to substantially perform in accordance with the terms of this Agreement, the Consultant shall give written notice to the Owner setting forth the nature of the default and requesting cure within seven(7) calendar days from the date of notice. If the Owner fails to cure within seven(7) calendar days from the date of notice may give notice to the Owner of immediate termination. 14.3. TERMINATION BY OWNER FOR CONVENIENCE.The Owner may at any time give written notice to the Consultant terminating this Agreement or suspending a Project,in whole or in part, for the Owner's convenience and without cause. If the Owner terminates this Agreement or suspends a Project,the Consultant shall immediately reduce its staff, services, and outstanding commitment in order to minimize the cost of termination or suspension. 14.4. TERMINATION COMPENSATION. If the Agreement is terminated by the Owner pursuant to Paragraph 14.3, no further payment shall be made to the Consultant until completion of the Project. At such time, the Consultant's compensation shall, at Owner's option, be calculated: (i) on the basis of services actually performed and expenses actually incurred prior to the effective termination date; or (ii) on the basis of the payment terms set forth elsewhere herein. In either case, the Consultant's compensation shall be reduced by all costs and damages incurred by Owner as a result of the default of the Consultant. Clay County Utility Authority RFQ No.2025/2026-A01 Page 15 14.4.1. If the Agreement is: (i) terminated by the Consultant pursuant to Paragraph 14.2; (ii) terminated by the Owner pursuant to Paragraph 14.3; or (iii) suspended more than ninety (90) days by the Owner pursuant to Paragraph 14.3, the Consultant's compensation shall be calculated on the basis of services actually performed and expenses actually incurred prior to the effective termination or suspension date and reasonable costs associated with the termination or suspension. ARTICLE 15 SPECIAL PROVISIONS 15.1. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to its choice of law provisions and venue shall lie in the courts in Clay County, Florida. 15.2. CAPITALIZED TERMS. Capitalized terms used herein but not expressly defined herein shall have the meaning ascribed thereto in Owner's General Terms and Conditions as referenced above. 15.3. SUCCESSORS AND ASSIGNS. The Owner and Consultant, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor Consultant shall assign this Agreement without the written consent of the other. 15.4. INTEGRATION AND EXTENT OF THE AGREEMENT. This Agreement, together with the Request for Qualifications ("RFQ"), Addendums, Consultant's SOQ, all attachments and forms, represents the final and completely integrated agreement between the parties regarding its subject matter and supersedes all prior negotiations,representations, or agreements, either written or oral.Any pre-printed provisions of the Consultant's written materials, contract forms, or documents to the contrary notwithstanding, no transportation surcharges shall apply, and no policies of the Consultant available on the Consultant's website or retained in the Consultant's office are incorporated by reference nor shall be deemed to be part of this Agreement, unless the same is attached this Agreement, and separately signed by the duly authorized signor for the Owner. 15.5. PROHIBITION AGAINST CONTINGENCY FEES. The Consultant shall not have employed or retained any company or person, other than an employee working solely for the Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or Consultant,other than an employee working for the Consultant, any fee, commission percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. For the breach or violation of these provisions, the Owner shall have the right to terminate this Agreement without liability and, at its discretion,to deduct from the contract price,or otherwise recover,the full amount of such a fee, commission,percentage, gift, or consideration. 15.6. INDEPENDENT CONSULTANT. The Consultant is and shall be at all times during the term of this Agreement an independent consultant and not an employee of the Owner. Consultant agrees that it is solely responsible for the payment of taxes applicable to the Clay County Utility Authority RFQ No.2025/2026-A01 Page 16 services performed under this Agreement and agrees to comply with all local, state, and federal laws regarding the reporting of taxes, maintenance of insurance and records, and all other requirements and obligations imposed on the Consultant as a result of its status as an independent consultant. Consultant is responsible for providing the office space and administrative support necessary for the performance of services under this Agreement. The Owner shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance of unemployment compensation programs or otherwise assuming the duties of an employer with respect to the Consultant or any employee of consultant. 15.7. STATUS.Any pre-printed provisions of the Consultant's written materials, contract forms, or documents to the contrary notwithstanding, the Owner's entry into the contract or supplemental agreement with consultant does not give Consultant any preferential status, "most favored nations" status, nor right of first refusal to any renewal or for any other contract or supplemental agreement to provide other goods and/or services to the Owner. 15.8. CONFLICT OF INTEREST. The Consultant represents that to the best of its knowledge and belief it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. The Consultant further agrees that no person having any such interest shall be employed or engaged by the Consultant for said performance. If Consultant, for itself and on behalf of its sub-consultants, is about to engage in representing another client, which it in good faith believes could result in a conflict of interest with the work being performed by the Consultant or such sub-consultant under this Agreement, then it will promptly bring such conflict of interest to Owner's attention, in writing. The Owner will advise the Consultant, in writing, within ten (10) business days if such a conflict of interest exists. If the Owner determines that there is a conflict of interest, Consultant or such sub-consultant shall decline the representation upon written notice by the Owner. If the Owner determines that there is no such conflict of interest, then Owner shall give its written consent to such representation. If Consultant or sub-consultant accepts such a representation, without obtaining the Owner's prior written consent, and if the Owner subsequently determines that there is a conflict of interest between such representation and the work being performed by consultant or such sub-consultant under this Agreement, then the Consultant or such sub-consultant agrees to promptly terminate such representation. Consultant shall require each of such sub- consultants to comply with the provisions of this Section. Should the Consultant fail to advise or notify the Owner as provided herein above of representation which could, or does, result in a conflict of interest, or should the Consultant fail to discontinue such representation, the Owner may consider such failure as justifiable cause to terminate this Agreement. 15.9. THIRD-PARTY BENEFICIARIES. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Consultant. Notwithstanding the foregoing, the Owner shall be an intended third- party beneficiary of the Consultant's contracts with its sub-consultants, if any. Clay County Utility Authority RFQ No.2025/2026-A01 Page 17 15.10. HAZARDOUS SUBSTANCES. Unless otherwise provided in this Agreement, the Consultant and its sub-consultants shall have no responsibility for the discovery, prior presence, handling,removal or disposal of or exposure of persons to hazardous substances in any form at a Project site regulated by federal law or the laws of the State of Florida or Clay County, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances (collectively, "Hazardous Substances"). Notwithstanding the foregoing, the Consultant shall immediately notify the Owner both orally and in writing of the presence or suspected presence and location of any Hazardous Substances on the Site of which it becomes aware. 15.11. PROPERTY DAMAGE. The Consultant agrees to promptly repair and/or replace, or cause to have repaired and/or replaced, at its sole cost and expense and in a manner acceptable to and approved by the Owner, any property damage arising out of, or caused by, the willful or intentional misconduct or negligent acts of the Consultant, or its sub- consultants. The Consultant's obligation under this subsection does not apply to property damage caused in whole or in part by any other consultant engaged directly by the Owner. The Owner reserves the right, should the Consultant fail to make such repairs and/or replacement within a reasonable period of time, to cause such repairs and/or replacement to be made by others and for all costs and expenses associated with having such repairs and/or replacement done to be paid for by the Consultant's compensation fund or by the Consultant reimbursing the Owner directly for all such costs and expenses. 15.12. PUBLIC ENTITY CRIME. The Consultant represents and warrants that it is not on the convicted vendor list for a public entity crime committed within the past thirty-six (36) months. The Consultant further represents and warrants that it will neither utilize the services of,nor contract with, any supplier, subcontractor, or sub-consultant for an amount in excess of$15,000.00 in connection with a Project if such supplier, subcontractor,or sub- consultant is on the convicted vendor list for a public entity crime committed within the past thirty-six (36)months. 15.13. WAIVER OF CERTAIN CLAIMS,DAMAGES.The Consultant shall not be entitled to, and hereby waives, any monetary claims for or damages arising from or related to, lost profits, lost business opportunities, unabsorbed overhead or any indirect or consequential damages. 15.14. WAIVER. The failure of either party to exercise any of its rights is not a waiver of those rights. A party waives only those rights specified in writing and signed by the party waiving its rights. Oral modification or rescission of this Agreement by an employee or agent of either party, shall not release either party of its obligations under this Agreement, shall not be deemed a waiver of any rights of either party to insist upon strict performance hereof, or of either party's rights or remedies under this Agreement or by law, and shall not operate as a waiver of any of the provisions hereof. 15.15. BREACH REMEDIES. Owner's selection of one or more remedies for breach of this Agreement shall not limit the Owner's right to invoke any other remedy available to the Owner under this Agreement or by law. Clay County Utility Authority RFQ No.2025/2026-A01 Page 18 15.16. INDEMNIFICATION.The Consultant shall indemnify and hold harmless the Owner,and the Owner's 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 employed or utilized by the Consultant in the performance of this Agreement. All indemnification provisions contained this Agreement are separate and apart from, and are in no way limited by, any insurance provided pursuant to this Agreement or otherwise.All indemnification provisions of this Agreement, relating to Indemnification shall survive the term of this Agreement, and any holdover and/or Agreement extensions thereto, whether such term expires naturally by the passage of time or is earlier terminated earlier pursuant to the provisions of this Agreement. With respect to any indemnification by the Owner provided under the Agreement or agreement, any such indemnification shall be subject to and within the limitations set forth in Section 768.28, Florida Statutes, and to any other limitations, restrictions and prohibitions that may be provided by law, and shall not be deemed to operate as a waiver of the Owner's sovereign immunity. 15.17. SOVEREIGN IMMUNITY. The Consultant acknowledges and agrees that nothing contained herein shall be construed or interpreted as: (i) denying to Owner any remedy or defense available to it under the laws of the State of Florida; (ii) the consent of the Owner or their agents and agencies to be sued; or (iii) a waiver of sovereign immunity of the Owner or of the State of Florida beyond the limited waiver provided in Section 768.28, Florida Statutes. 15.18. TRUTH IN NEGOTIATION CERTIFICATION. The Consultant understands and agrees that execution of this Agreement by the Consultant shall be deemed to be simultaneous execution of a truth-in-negotiation certificate under this provision to the same extent as if such certificate had been executed apart from this Agreement, such certificate being required by Section 287.055, Florida Statutes. Pursuant to such certificate, the Consultant hereby states that the wage rates and other factual unit costs supporting the compensation hereunder are accurate, complete, and current at the time of contracting. Further the Consultant agrees that the compensation hereunder shall be adjusted to exclude any significant sums where the Owner determines the Compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs,provided that any and all such adjustments shall be made within one (1) year following the completion date of this Agreement. 15.19. AMENDMENTS. This Agreement may be amended only by written instrument specifically referring to this Agreement and executed with the same formalities as this Agreement. 15.20. COUNTERPARTS, ELECTRONIC TRANSACTION, ELECTRONIC SIGNATURES. This Agreement may be electronically executed by the parties in counterparts up to but not exceeding the number of parties, each of which shall be deemed an original and all of which, taken together, shall constitute one contract. Each party may deliver its executed signature page by email transmission to the other parties at the email addresses set forth herein. Delivery shall be effective and complete upon completion of Clay County Utility Authority RFQ No.2025/2026-A01 Page 19 such email transmission. The parties agree that electronic signatures may be use in the execution of this Agreement in accordance with Parts I and II of Chapter 668, Florida Statutes. 15.21. SURVIVAL OF REMEDIES. The parties'remedies shall survive the termination of this Agreement. 15.22. PROVISIONS SEVERABLE. In the event any of the provisions of this Agreement should be found to be unenforceable,it shall be stricken,and the remaining provisions shall be enforceable. 15.23. FINANCIAL CONSEQUENCES. Should the Consultant fail to comply with any term of this Agreement, Owner shall take one or more of the following actions, as appropriate in the circumstances: 15.23.1. Temporarily withhold payments pending correction of the deficiency, 15.23.2. Disallow all or part of the cost of the activity or action not in compliance, 15.23.3. Wholly or partially suspend or terminate this Agreement, 15.23.4. Withhold further awards to the Consultant, and/or 15.23.5. Take further remedies that may be legally or equitably available. 15.24. EXHIBITS. The parties acknowledge and agree that all exhibits referenced in this Agreement are attached hereto and incorporated herein by reference. ARTICLE 16 NOTICE 16.1. The parties hereto agree and understand that written notice, mailed or delivered to the last known mailing address, shall constitute sufficient notice to the Owner and the Consultant. All notices required and/or made pursuant to this Agreement to be given to Owner, and the Consultant shall be in writing and given by way of the United States Postal Service, first class mail, postage prepaid, addressed to the following addresses of record: Owner: Clay County Utility Authority Attention:Angelia Wilson, MPA Procurement Manager 3176 Old Jennings Road Middleburg, Florida 32068 CONSULTANT: Ardurra Group, Inc. Dave Rasmussen, P.E, BCEE, QEP Client Service Manager&Project/Design Manager 405 Golfway West Drive, Suite 201 A St.Augustine, Florida 32095 Clay County Utility Authority RFQ No.2025/2026-A01 Page 20 ARTICLE 17 CLIENT SERVICE MANAGERS 17.1. The Owner and the Consultant have identified individuals as "Client Service Managers", listed below, who shall have the responsibility for managing the Scope of Services to be performed under this Agreement. The person or individual identified by the Consultant to serve as the Client Service Manager for this Agreement, or any replacement thereof, is subject to prior written approval and acceptance by the Owner. If the Owner or Consultant replaces their own current Client Service Manager with another individual, an amendment to this Agreement shall not be required. The Owner will notify the Consultant, in writing, if the current Owner Client Service Manager is replaced by another individual. The Owner's Client Service Manager's contact information is as follows: Joseph Paterniti, PE Assistant Chief Engineer Clay County Utility Authority 3176 Old Jennings Road Middleburg, Florida 32068 Phone: 904-213-2412 Email:jpaterniti@clayutility.org The Consultant's Client Service Manager's contact information is as follows: Dave Rasmussen, P.E, BCEE, QEP Ardurra Group, Inc. 405 Golfway West Drive, Suite 201 A St.Augustine, Florida 32095 Phone: 904-567-7754 Email: drasmussen@ardurra.com ARTICLE 18 SIGNATORY 18.1. Each signatory below represents and warrants that he or she has full power and is duly authorized, by their respective party, to enter into and perform under this Agreement. Such signatory further represents that he or she has fully reviewed and understands the terms and conditions set forth in this Agreement, including exhibits, and fully intends to abide by and comply with all of the terms and conditions set forth herein. Clay County Utility Authority RFQ No.2025/2026-A01 Page 21 IN WITNESS WHEREOF, the parties have affixed their signatures, effective on the date first written above. FOR CONSULTANT: ATTEST: ARDURRA GROUP,INC. BY: BY: `71�,1�, � e� a NAME: Kart Vaith PRINT: Dave Rasmussen, PE TITLE: Chief Strategy Officer TITLE: Client Service Manager DATE: 1/5/2026 CORPORATE SEAL: =� SEAL`":ZI ga 'A \,,i n <nmo. F FOR OWNER: NAME: CLAY COUNT .T _ TY AUTHORITY BY: �_ .A N E: J= e y D. Jo nston, BA. PE Tl : ecu ••- !'rector DATE: tOZ- 0 1 ° ATTEST: BY: NA E:Angelia Wilson, MPA TITLE: Procurement Manger DATE: 1/5/ 202 (Q Clay County Utility Authority RFQ No.2025/2026-A01 Page 22 EXHIBIT B RATE SCHEDULE Labor Category Hourly Rate Principal $325.92 Senior Reviewer $322.40 Sr. Project Manager $322.40 Project Manager $225.75 Sr. Professional Engineer $257.92 Professional Engineer $193.44 Engineering Intern III $170.88 Engineering Intern II $154.75 Engineering Intern I $138.63 Senior CADD Designer $154.75 CADD Designer $122.51 CADD Technician $103.17 Construction Manager $225.69 Construction Inspector $128.96 Field Technician $96.73 Administrative $96.73 Clay County Utility Authority RFQ No.2025/2026-A01 Page 23 EXHIBIT C Insurance Requirements Minimum Limits: General Liability Each Occurrence Limit $1,000,000 Personal&Advertising Injury Limit $1,000,000 Medical Expense Limit(any one person) $10,000 General Aggregate $2,000,000 Products and Completed Operations Aggregate $2,000,000 Limit Auto Liability Combined Single Limit $500,000 Worker's Compensation Florida Statutory Limits Employer's Liability Each Accident $1,000,000 Disease Policy Limit $1,000,000 Each Employee/Disease $1,000,000 Employer's Liability Each Accident $1,000,000 Disease Policy Limit $1,000,000 Each Employee/Disease $1,000,000 Professional Liability Per Claim/Annual Aggregate $3,000,000 Professional Liability Per Claim/Annual Aggregate $3,000,000 Crime/Fidelity(only for Third Party Employee Dishonesty $1,000,000 Information Technology services or required by Project) Clay County Utility Authority RFQ No.2025/2026-A01 Page 24 FIRST AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES FOR MILLER STREET WATER RECLAMATION FACILITY(WRF) UPGRADES THIS FIRST AMENDMENT to RFQ# 2025/2026-A01 PROFESSIONAL ENGINEERING SERVICES FOR MILLER STREET WATER RECLAMATION FACILITY UPGRADES AGREEMENT, is made and entered into this 3rd day of March ,2026,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 ARDURRA GROUP, INC. (the "Consultant"), authorized to do business in the State of Florida; whose address is 405 Golfway West Drive, Suite 201A, St.Augustine,Florida 32095. CCUA and the Consultant may hereinafter be referred to individually as a"Party" or collectively as the "Parties." WITNESSETH WHEREAS, CCUA and ARDURRA GROUP, INC. entered into that certain RFQ# 2025/2026-A01 PROFESSIONAL ENGINEERING SERVICES FOR MILLER STREET WATER RECLAMATION FACILITY UPGRADES AGREEMENT as of January 5, 2026 (the "Original Agreement"); 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. ARTICLE 1.2: Delete the last sentence in this section. b. ARTICLE 2.1.1: Delete Sub-sections 2.1.1.1 through 2.1.1.5 in their entirety. Replace with the following after the last sentence in Sub-section 2.1.1: "A detailed Scope of Services is shown in Exhibit A." c. Delete ARTICLE 3.1 and ARTICLE 3.2 in their entirety. Replace with the following: ARTICLE 3.1 PROFESSIONAL SERVICES RATES, FEES, AND CHARGES. The consultants' fees for this Agreement are listed in Exhibit A. d. Delete ARTICLE 4.1,ARTICLE 4.2, and ARTICLE 4.3 in their entirety. Replace with the following: ARTICLE 4.1 CONTRACT DURATION. The consultants' contract duration for this Agreement is listed in Exhibit A. e. ARTICLE 9.1: Delete the second sentence in this section. f. Delete Exhibit B Rate Schedule. The consultants' fees for this Agreement are listed in Exhibit A. Page 1 of 3 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,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. c. 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. d. Except as amended and/or modified by this First Amendment,the Original Agreement is hereby ratified and confirmed and all other terms of the Original Agreement remain in full force and effect, unaltered, and unchanged by this First Amendment. Whether or not specifically amended 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 3 IN WITNESS WHEREOF, the Parties have executed this First Amendment, effective as of the date indicated above. ARDURRA GROUP, INC.: By: Printed Name: David Rasmussen, PE Title: Client Service Manager CLAY COUNTY UTILITY AUTHORITY: By: Printed Name: Jeremy D. Johnston, MBA, P.E. Title: Executive Director ATTEST: By: Printed Name: Darrin G. Parker Title: Procurement Manager Execute in Triplicate Distribution (electronic): 1. Ardurra Group, Inc. 2. CCUA Procurement Department 3. CCUA Project Manager—User Department Page 3 of 3 /\\/ Exhibit A ARDURRA GROUP,INC. 405 GOLFWAY WEST DRIVE,SUITE 201A ARDURRA ST.AUGUSTINE,FL 32095 PH:904-562-2187 www.ARDURRA.COM Scope of Services for Professional Engineering Services for the Miller Street Water Reclamation Facility Upgrades Project Article A. Purpose: The purpose of this Exhibit is to authorize and direct Ardurra Group, Inc. (CONSULTANT) to provide Project Management, Final Design, Bid, and Construction Phase services for the Miller Street Water Reclamation Facility (MS WRF) Upgrades Project (PROJECT) for the Clay County Utility Authority (OWNER). CONSULTANT was selected by the OWNER based upon the proposals submitted in response to Request for Qualification (RFQ) 2025/2026-A01. This scope of services is consistent with the intent of the RFQ and the CONSULTANT's proposal. The Clay County Utility Authority (CCUA) owns and operates the Miller Street Water Reclamation Facility (MS WRF), located at 1601 Bartlett Avenue, Orange Park, Florida. Originally constructed in the early 1970s, the facility operates under a Florida Department of Environmental Protection (FDEP) Domestic Wastewater Facility Permit (FL0025151)with an Annual Average Daily Flow (AADF) capacity of 2.99 million gallons per day (MGD). The existing facility consists of a headworks, two (2) oxidation ditches with brush aerators, four (4) final clarifiers, two (2) traveling bridge sand filters, and chlorine contact chambers for disinfection. Effluent is discharged to public access reuse or the St.Johns River. The facility was constructed in the early 1970s and most of the structures and equipment need improvement. A condition assessment conducted by CCUA identified significant structural and mechanical deterioration in the upper exterior portions of the headworks, including extensive corrosion affecting the structure, equipment, and piping. The canopy covering the dumpster also exhibited severe degradation.While an interior inspection was not conducted, coating color indicates that the internal walls have undergone at least one protective coating rehabilitation since the headworks' construction in 2001. The existing Headworks and its associated components have reached the end of their useful life and need replacement. Time is of the essence to execute this project. The existing Headworks must remain in operation throughout construction and interruptions to its service shall be avoided. This project includes: • A new influent structure and plant headworks, including flow splitter box, automatic mechanical screen, emergency bar rack, odor control system,washing press, and grit separation unit. Influent 1 CLAY COUNTY UTILITY DEPARTMENT MILLER STREET WRF UPGRADES structure and headworks shall be designed with a flow splitter box to the two (2) existing oxidation ditches. To accommodate potential future flows from the service area, the new headworks will be sized to handle 4.0 MGD average annual daily flow (AADF) and a peak hourly flow (PHF) of 14.0 MGD. • A new septage receiving station and associated components. • Replacement of the existing sodium hypochlorite chemical building. • Site access and stormwater improvements as necessary for the improvements. • Replace existing sodium hypochlorite building with new storage and pumping facilities. • Site wide electrical improvements. Refer to Attachment A. • All new electrical supply and instrumentation and controls housed in a new electrical building with necessary heating, ventilation, and air conditioning. • Integration of the new Work into the site master Supervisory Control and Data Acquisition (SCADA) system. • All other processes, facilities, equipment, or components of any type needed to provide a fully functional Headworks and Septage receiving station. • Demolition of the existing Headworks and BNR splitter structure. • Upgrade Lift Station 34 to latest CCUA lift station standards. Article B. Scope of Services: CONSULTANT will perform the necessary tasks to complete Final Design Phase, Bid Phase, and Construction Phase Services for the PROJECT as defined in this Scope of Services.The work associated with these engineering services is separated into the following tasks: • Task 1 — Project Management and Coordination • Task 2 —Topographic Survey • Task 3 — Geotechnical Investigation • Task 4— Permitting Services • Task 5 — Final Design Phase Services 2 CLAY COUNTY UTILITY DEPARTMENT MILLER STREET WRF UPGRADES • Task 6— Bid Phase Services • Task 7 — Engineering Services During Construction • Task 8— Construction Administration Services Task 1: Project Management and Coordination CONSULTANT shall provide project management services for the duration of the work described herein. The work under this task includes: Task 1.1 Project Management CONSULTANT will manage staff, subconsultants, and cross discipline coordination and communication. This task includes assigning work tasks and monitoring progress of engineers in multiple disciplines and sub-consultants when needed. CONSULTANT will perform miscellaneous project management and coordination duties throughout the project including tracking budget, maintaining the project schedule, and preparing monthly invoices and monthly status reports Task 1.2 Design Milestone Review Meetings CONSULTANT will coordinate milestone review meetings in accordance with OWNER's procedures. Reviews are anticipated at 30 percent, 60 percent, and 100 percent design completion. CONSULTANT will review, consolidate and prepare written responses to OWNER's review committee comments. Task 1.3 Quality Control (QC) Activities performed under this task consist of those general functions required to maintain the project schedule and budget and to control the quality of the work products defined within this scope to be consistent with CONSULTANT's standards and OWNER's expectations. QC procedures will include a technical review of the 30 percent and 60 percent design deliverables with a detailed inter-disciplinary cross check prior to submittal of the 100 percent design deliverable. Task 2: Topographic Survey CONSULTANT will perform all topographical surveying required for the entire project which includes the MS WRF site. Permanent control points based on available existing benchmarks to USGS NAVD 88 datum will be established. The following items will be included in the Survey scope: Task 2.1: MS WRF Survey 1. Identification of the adjacent property for the purposes of establishing the existing property corners as necessary. 3 CLAY COUNTY UTILITY DEPARTMENT MILLER STREET WRF UPGRADES 2. Location of all structures within the required boundaries for the purpose of establishing a base file for use in preparation of design documents. The following points shall also be captured: a. Existing Headworks - top of wall and weir elevations b. Existing BNR Splitter Box - top of wall and weir elevations c. Existing Surge Tank - Top of wall d. Existing Oxidation Ditch - Top of wall and weir elevations e. Existing Chlorine Contract Chamber - top of wall and weir elevations 3. Topographical survey of the site within the required boundaries and provide digital terrain model of the site. 4. Remobilization and location of Geotechnical borings upon completion of drilling. 5. Perform ten (10) subsurface utility excavations to verify the existence and depth of specified subsurface utilities. Vacuum excavations or other methods shall be employed to determine the location and depth of utilities up to 6 feet in depth or until groundwater is encountered. Subsurface utility VVH's shall be in accordance with Standards for a Quality Level A Utility Investigation as defined by the ASCE Publication 38-02. Task 3: Geotechnical Investigation CONSULTANT will subcontract the preparation of Geotechnical Report including design recommendations for the project, siting boring locations and depths, tailoring field investigation and laboratory activities to specific requirements of the project as necessary, and customary and in keeping with best practices for the project type and requirements. The following items will be included in the Geotechnical Investigation Scope: Task 3.1: MS WRF Geotechnical Investigation 1. Borings determined to be required for the following structures and processes: a. New Headworks b. New Chemical Building c. New Electrical Building(s) to support proposed improvements 2. Laboratory tests to determine subsurface conditions and provide recommendations for foundations and subsurface improvements to accommodate proposed structures and processes. 4 CLAY COUNTY UTILITY DEPARTMENT MILLER STREET WRF UPGRADES 3. Coordination with geotechnical subconsultant and oversight of activities, including selection and marking of boring locations and determination of necessary depths. 4. Analysis of laboratory results and preparation of detailed geotechnical report including field data (documenting boring logs and groundwater depths), laboratory data, and design recommendations. Design recommendations shall include foundation recommendations, yard piping recommendations (pipe bedding, backfill, flexible connections, etc.), pavement recommendations and general construction recommendations (site preparation, excavation, subgrade preparation, dewatering, site backfill, etc.). Task 4: Permitting Services CONSULTANT shall prepare and provide permit application packages and supporting documentation or exhibits for the anticipated permit activities. The OWNER shall pay directly all permit fees. The following is a list of anticipated permits that will be required for this work. CONSULTANT will coordinate pre-permitting application meetings with applicable regulatory permitting authorities prior to submitting permit applications. Task 4.1: FDEP Wastewater Facility Permit Minor Modification A Minor Permit modification for the MS WRF will need to be conducted for the facility. This generally includes the following: 1. Prepare the FDEP application Forms 62-620.910_9 for Minor Revision to a Wastewater Facility or Activity Permit. 2. Assemble plans, Basis of Design Engineering Report, Geotechnical Engineering Report, and other supporting data for FDEP submittal. Submit and process permit application with FDEP and respond to requests for additional information. (FDEP application fee to be paid by OWNER). Task 4.2: Clay County Site Plan CONSULTANT will submit civil site plans to the Clay County Office of the County Engineer to obtain Site Plan review and approval (over 9,000 SF impervious). CONSULTANT shall attend a review committee meeting (anticipated only 1 meeting needed), to address review comments and final approval. This task does not include preparation of any Land Development Code Waivers, or preparing a traffic analysis, or environmental/biological survey for the site.This task does not include filing or processing a Special Use Permit (SUP) for the facility. Task 4.3: FDEP Environmental Resource Permit (ERP Application) Prepare Environmental Resource Permit application package for a General ERP permit per FDEP rules. Electronically file the application to SJRWMD (application fee to be paid by OWNER). 5 CLAY COUNTY UTILITY DEPARTMENT MILLER STREET WRF UPGRADES Task 4.4: Requests for Additional Information (RAI) CONSULTANT shall provide all permit coordination, apply for permits as directed by the OWNER, and respond to all RAls from the various permitting agencies until final permits are secured. Task 5: Final Design Phase Services CONSULTANT will prepare complete contract documents (plans and specifications) for bidding of a construction contract for the work associated with the PROJECT.The Final Design Phase includes 30% Design, 60% Design, and 100% Design (Bid Documents) milestones. Specific tasks associated with each design milestone are defined as follows: Task 5. 1: MS WRF 30% Design Services 1. CONSULTANT will perform geotechnical and survey investigation. 2. CONSULTANT will communicate with permitting and regulatory agencies as required. 3. CONSULTANT will hold an internal multi-disciplinary design workshop. 4. CONSULTANT will finalize design criteria requirements and develop the Draft Preliminary Design Report. 5. CONSULTANT will review the OWNER's front-end documents for construction contracts and procurement and develop a preliminary table of contents for the technical specifications. 6. CONSULTANT will generate and submit 30% design deliverable including the hydraulic profile, site plan, P&ID plans and other general design information. Preliminary drawings will be developed for the new unit processes and equipment. 7. CONSULTANT will develop the application package required to obtain the new FDEP operating permit. 8. CONSULTANT will develop the Opinion of Probable Construction Cost (OPCC). 9. CONSULTANT will perform the technical review of the 30% design deliverable. Task 5.2: MS WRF 60% Design Services 1. CONSULTANT will review and incorporate OWNER's comments on the 30% design deliverable. CONSULTANT, in conjunction with the OWNER, will identify elements of the design that will be "frozen" and elements that are still under review by the OWNER. 2. CONSULTANT will hold an internal multi-disciplinary design workshop. 6 CLAY COUNTY UTILITY DEPARTMENT MILLER STREET WRF UPGRADES 3. CONSULTANT will develop the Final Preliminary Design Report. 4. CONSULTANT will develop preliminary versions of all technical specifications. 5. CONSULTANT will communicate with permitting and regulatory agencies as required. CONSULTANT will finalize the permit application package for submittal to FDEP and Clay County. 6. CONSULTANT will perform initial reviews of biddability and constructability. 7. CONSULTANT will develop and submit the 60% design deliverable, including updated OPCC. 8. CONSULTANT will perform the technical review of the 60% design deliverable. Task 5.3: MS WRF 100% Design Services (Bid Documents) 1. CONSULTANT will review and incorporate OWNER's comments on the 60% design deliverable. 2. CONSULTANT will hold final coordination meetings and reviews. 3. CONSULTANT will prepare final Project Manual. 4. CONSULTANT will prepare the final Drawings. 5. CONSULTANT will Sign and Seal the Final Construction Documents for advertisement and bidding. Final Design Deliverables 1. Three (3) signed and sealed 11"x17" (half-size) copies of the design deliverable Drawings. 2. Three (3) signed and sealed copies of the design deliverable Technical Specifications (Project Manual). 3. One electronic signed and sealed copy of the Drawings, Technical Specifications, and OPCC in PDF format via USB Flash Drive or download link, and coordination with Owners Procurement Department, helping facilitate advertisement for Bid via Owner's Bonfire platform. 4. Asset table for insurable items. 7 CLAY COUNTY UTILITY DEPARTMENT MILLER STREET WRF UPGRADES Task 6: Bid Phase Services The work under this task will include the following: Task 6. 1: Bid Phase Services 1. CONSULTANT will attend bid opening and assist CCUA's chair at the pre-bid conference. 2. CONSULTANT will respond in writing to questions from bidders and prepare addenda, and coordinate with OWNER as necessary. 3. CONSULTANT will prepare the Recommendation of Award Letter that includes the following required content: a. Check for math errors and reconciliation of any mathematical discrepancies. b. Review for unbalanced bid items. c. Certified Bid Tabulation. d. Review of contractor's qualifications, financial standing, and references provided. e. Recommendation to award. 4. CONSULTANT will attend Board of Supervisors Meeting and present recommendation for award of Contract for Construction, as required. 5. CONSULTANT will produce and transmit three (3) hard copies of the Conformed Drawings (11x17), Specifications and Project Manual to the OWNER, ready for execution by the selected Contractor, with the OWNER's Notice of Intent to Award (NOI). Task 7: Engineering Services During Construction The work under this task will include the following: Task 7. 1: Monthly Progress Meetings CONSULTANT will attend Monthly Progress Meetings to be held during the project with the OWNER and Contractor to discuss aspects of the project presently underway, project schedule, project spend and upcoming issues. The scope of work assumes eighteen (18) progress meetings that will be facilitated by the CONSULTANT. These meetings will generally be about two (2) hours in duration. The appropriate CONSULTANT team members shall attend these meetings to discuss pertinent issues, typically by one or two people. 8 CLAY COUNTY UTILITY DEPARTMENT MILLER STREET WRF UPGRADES Task 7.2: Site Visits CONSULTANT will make visits to the site to observe construction progress at intervals appropriate to the construction stage. Visits will be conducted when deemed necessary by the CONSULTANT or Contractor, and at a minimum of once per month in conjunction with the construction progress meetings to observe construction progress. The purpose of the visits will be to assess the construction progress, quality of the work, and determine if the work is proceeding in accordance with the Contract Documents.The scope of work assumes eighteen (18)total site visits for the project conducted by one representative from the CONSULTANT's team scheduled to coincide with the monthly project meetings. Ten (10) additional site visits are included to cover inspections by various discipline leads that may be required throughout construction. Site visit reports will be provided via an email documenting the details of each site visit. The Site visit reports will be provided through the CONSULTANT's Project Management information system. Task 7.3: Submittal Reviews CONSULTANT will review and approve, or take other appropriate action, with respect to OWNER DIRECT PURCHASES, shop drawings, equipment operation manuals, samples, and other data which the Contractor is required to submit for conformance with the Contract Documents. CONSULTANT assumes there will be 100 original submittals and 50 resubmittals. The CONSULTANT will evaluate and determine the acceptability of substitute materials and equipment proposed by the Contractor and make recommendations to the OWNER as to their acceptance or rejection. Submittal review responses will be provided through the CONSULTANT's Project Management information system. Task 7.4: Requests for Information and Design Clarifications The CONSULTANT will address Requests for Information (RFIs) submitted during construction to provide additional feedback regarding the intent of the Contract Documents. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents.The CONSULTANT will recommend Design Clarifications (DCs) and entitlement, if any, to the OWNER's staff as appropriate for the OWNER to accept the required changes, if any. The CONSULTANT will issue the finalized DCs. If the Contractor issues a change order, the CONSULTANT shall not issue or have the authority to accept or approve such DCs until the OWNER has accepted the Contractor's cost and schedule change proposal to implement such DCs. RFI responses and DCs will be provided through the CONSULTANT's Project Management information system. CONSULTANT assumes there will be 30 RFIs and 10 DCs. Task 7.5: Start-up, Testing and Commissioning Assistance CONSULTANT will participate in conference calls and site visits for start-up coordination, as requested by the OWNER or Contractor. CONSULTANT will review start-up plans prepared by the Contractor. CONSULTANT shall assist the OWNER in the start-up of the various treatment components to ensure 9 CLAY COUNTY UTILITY DEPARTMENT MILLER STREET WRF UPGRADES they are functioning properly and in accordance with the design documents and to suggest adjustments/improvements to optimize operations. Factory Witness Testing of equipment is not anticipated for the PROJECT. Task 7.6: Substantial and Final Completion Inspections Once notified by the Contractor that the construction work is substantially complete, the CONSULTANT will have a representative from each discipline on site to conduct the necessary inspection(s), in conjunction with the OWNER and Contractor,to determine if the work is substantially complete. After considering any objections by the OWNER, the CONSULTANT will deliver a list of items to be corrected or completed prior to achieving Final Completion. The Substantial Completion Certificate and Punchlist will be provided through the CONSULTANT's Project Management information system (Procore). Once notified by the Contractor that the punch list items are complete, the CONSULTANT will conduct a final inspection to determine if the completed work is acceptable. The CONSULTANT will give written notice to the OWNER and Contractor once the work is found to be acceptable and recommend final payment to the Contractor. The Final Completion Letter will be provided through the CONSULTANT's or the OWNER's Project Management information system. Task 7.7: Record Drawings The Contractor will provide the CONSULTANT with the complete record of As-Built redlines (Contractor's record of field changes to the work) and the CONSULTANT will develop record drawings for the PROJECT based on those As-Built redlines. CONSULTANT will provide Record Drawings in electronic format (CAD and PDF files) along with three (3) half size (11x17) hard copies and two (2) full size (22x34) hard copies for the OWNER's records. CONSULTANT will submit record drawings along with signed and sealed as-built certifications to Clay County and FDEP. Task 7.8: Operation and Maintenance Manual 1. CONSULTANT will develop an Operation and Maintenance (O&M) Manual to provide reliable access to facility process and electrical equipment operation information such as permits, equipment/vendor O&M manuals, standard operating procedures (SOPs), and photos. The proposed O&M Manual will be implemented with a PDF-based system to combine these elements into a single bookmarked PDF file. 2. Develop O&M Manual: CONSULTANT will develop and review a Draft O&M Manual Table of Contents with the OWNER to develop a Final O&M Manual Table of Contents. Each section of the O&M Manual will include the following bookmarked information: a. Standard Operating Procedures (SOPs): In conjunction with OWNER staff and the equipment/vendor O&M manuals, the CONSULTANT will develop SOPs for process equipment. SOPs will include Normal Operation, Alternate Operation, Emergency Operation, 10 CLAY COUNTY UTILITY DEPARTMENT MILLER STREET WRF UPGRADES Shutdown Considerations and Restart Considerations, as applicable to the process unit or equipment. i. Draft SOPs will be transmitted to the OWNER for review and comment. SOPs involve safety to personnel and equipment; therefore, all draft SOPs will require approval from the OWNER prior to being finalized. ii. Upon approval of each SOP by the OWNER, the CONSULTANT will finalize the SOP for inclusion in the O&M Manual. b. Equipment/Vendor O&M Manuals: The equipment/vendor O&M manuals will be incorporated into the O&M Manual to allow their content to be accessed from the applicable O&M Manual sections. c. Photographs: CONSULTANT will capture and process photographs for inclusion in the O&M Manual. Photographs of select processes and process equipment will be annotated to identify important features and integrated into relative locations of the documents. 3. Draft O&M Manual: The CONSULTANT will develop a complete Draft O&M Manual, which will combine SOPs, equipment/vendor O&M manuals, and photographs into a single PDF document. The CONSULTANT will submit the Draft O&M Manual to the OWNER for review via upload to Procore and via USB flash drive. 4. Final O&M Manual: CONSULTANT will incorporate OWNER comments from the Draft O&M Manual into the Final O&M Manual. The Final O&M Manual will be delivered to the OWNER via upload to Procore and via USB flash drive. The CONSULTANT will also provide three (3) hard copies of Final O&M Manual. Hard copies will be limited to the content of each section of the Final O&M Manual consisting of the Process Overview, Process Control, Equipment Control, Modes of Operations, Maintenance, and Safety subsections. Equipment/vendor O&M manuals will not be part of the hard copies. Task 8: Construction Administration Services The work under this task will include the following: Task 8.1: Pre-Construction Services 1. Schedule, prepare agenda for, and conduct the pre-construction meeting; record and disseminate minutes from pre-construction meeting. 2. Utilize the CONSULTANT's Project Management information system: set communications protocol and contract administration procedures, establish progress meeting schedule and submittal schedule. 11 CLAY COUNTY UTILITY DEPARTMENT MILLER STREET WRF UPGRADES 3. Provide agenda for meetings: Key milestone dates, pay application procedures, schedule, public notification issues and procedures, utility coordination issues, permitting, property owner notification and coordination, temporary facilities, Contractor's use of the CONSULTANT's Project Management information system. Task 8.2: Pay Applications 1. Pay applications will be generated by the Contractor. OWNER and CONSULTANT will review and verify that the quantities provided by Contractor are correct for all work and that all work complies with the contract documents. 2. Review work conducted daily on daily inspection reports and material installed measurements submitted by Contractor; verify work conducted and bid item quantities via the CONSULTANT's Project Management information system; meet monthly to review pay estimate and quantities with Contractor. 3. Review progress pay application with CONSULTANT for approval or revision prior to submittal to OWNER. 4. Provide an independent quantity forecast bid items to identify potential quantity over-runs as part of pay estimate review. Upon completion of the work, prepare a final progress payment including a balancing change order zeroing out all unused quantities utilizing the CONSULTANT's OWNER's Project Management information system. Identify and add additional quantities and make any approved changes to the Contract Time. Task 8.3: Document Control 1. Utilize the CONSULTANT's Project Management information system to: receive, route, track, and log all Submittals, Change Orders, RFIs, Pay Applications and the Citizen Complaint/Resolution Log. Communicate with the Contractor on the status of submittal reviews and review the submittal and RFI log in the CONSULTANT's Project Management information system to ensure timely responses. Notify OWNER, Contractor and CONSULTANT of time critical issues. Task 8.4: Change Orders 1. Prepare and issue request for proposals in a timely manner via the CONSULTANT's Project Management information system. Review Change Order and Contractor proposal for additional work with OWNER and CONSULTANT for approval. Ensure the status of Change Order and Responses from Contractor, OWNER and CONSULTANT are uploaded/logged and tracked in the CONSULTANT's Project Management information system. 12 CLAY COUNTY UTILITY DEPARTMENT MILLER STREET WRF UPGRADES 2. Provide recommendation on technical matters as an advocate for the OWNER. Evaluate Contractor's response/proposal for entitlement, merit, cost, time, accuracy, and price practicality. Negotiate with Contractor on OWNER's behalf if required. 3. Prepare Change Order and documentation including signatures of Contractor, CONSULTANT and Construction Manager for OWNER review in the CONSULTANT's Project Management information system. Task 8.5: Testing Laboratory and Results 1. Review test reports for compliance with Contract Documents. Log, track and retain test reports in the CONSULTANT's Project Management information system. Review results with the Contractor. Monitor any corrective action and re-testing for compliance. Maintain compliance with OWNER's specifications 2. Review Invoicing from Laboratory for alignment to daily activities. Task 8.6: Project Completion and Closeout 1. Provide list of deliverables for substantial completion walk through/inspection. Schedule and conduct project walk through upon receipt of Contractor's notification of substantial completion. Include OWNER, CONSULTANT, and others as directed. Prepare a list of non-conforming work based on visual inspections via the CONSULTANT's Project Management information system. Record and monitor Contractor's corrective efforts and schedule. Schedule final completion inspection for any remaining corrections. 2. Coordinate and obtain CONSULTANT's signature and seal on Substantial Completion certificate and Final Completion and Acceptance certificate via the CONSULTANT's Project Management information system. 3. Ensure that Contractor submits all Operation and Maintenance, training, warranties, and maintenance bond documents to the CONSULTANT as required by the Contract Documents. Ensure Contractor's closeout documents are uploaded to the CONSULTANT's Project Management information system. Review for completeness and accuracy, including affidavits of final payment, final pay estimates, as built records, redlines, and drawings. Once received, notify the CONSULTANT and OWNER when completed, and upload to the CONSULTANT's Project Management information system. 4. Conduct Project Close-Out Meeting. 5. Prepare and recommend final payment application. (Prepare job record logs transmittals, and correspondence reports in an organized file for delivery to OWNER.) 13 CLAY COUNTY UTILITY DEPARTMENT MILLER STREET WRF UPGRADES Article C. Assumptions The following assumptions were used in the development of this task order assignment: 1. OWNER to pay all permitting fees. 2. Construction inspection services will be provided by the OWNER. Article D. Compensation For performing the engineering services of this Task Order, OWNER agrees to pay CONSULTANT an estimated fee of $1,611,793.68. See Attachment B for the labor hours' estimate for the lump sum contract. The lump sum fee shall include compensation for all labor and other direct costs for the scope of services specified herein. Article E. Period of Service: Final Design Phase Services are anticipated to be complete within eight (8) months following the Notice to Proceed with the work identified in this Scope of Services. Engineering Services During Construction and Construction Administration Services are anticipated to be complete within eighteen (18) months following the Construction Notice to Proceed. Article F. Authorized Representatives: The Authorized Representatives designated below are authorized to act with respect to this Supplemental Agreement. Communications between the parties shall be through the Authorized Representatives: For CLAY COUNTY UTILITY AUTHORITY For ARDURRA GROUP, INC. Signature: Signature: Name: Joe Paterniti, Name: David Rasmussen Project Manager Client Service Manager Address: 3176 Old Jennings Rd. Address: 405 Golfway West Dr, Middleburg, FL 32068 Suite 201A St. Augustine, FL 32084 Telephone: 904-237-2133 Telephone: 904-562-2185 14 CLAY COUNTY UTILITY DEPARTMENT MILLER STREET WRF UPGRADES Attachment A Miller Street WRF Upgrades Site Wide Electrical Scope of Work 15 ATTACHMENT A:MILLER STREET WRF UPGRADES SITE WIDE ELECTRICAL SCOPE OF WORK Site Wide Electrical Scope Of Work The Miller Street Wastewater Treatment facility has two separate distribution systems, each receiving a separate utility feed from Clay Electric Cooperative. One service provides power to the main plant facilities while the second service serves the area associated with the reclaim pump station. Each distribution system receives one utility feeder from Clay Electric Cooperative and a feeder from its own diesel standby generator. The electrical system at the reclaim pump station was installed in 2010, is in good working condition and expected to remain operational for another 15 years if maintained adequately. The MCC was manufactured by Eaton and replacement parts and buckets for this line of product are still in production and readily available for purchase. The electrical distribution system at the main facilities includes several pieces of distribution of equipment, some original to the plant construction and others replaced in recent years.The pieces of gear original to the plant construction have reached the end of their useful life and replacement is recommended. The following actions are recommended: • At the main electrical building: o Demolition of panel SP-1 and transfer of associated loads to spare buckets on MCC-2, MCC-3 and MCC-4: Panel SP-1, 480V panel with a 1000A main breaker and 1000A bus used to serve several pieces of process equipment when originally installed.Over the years, equipment was removed and the panel is left feeding minimal electrical loads. Removing panel SP-1 will free up wall space, and the associated feeder breaker in the main plant distribution switchboard providing operational flexibility if loads ever need to be added to the east side of the plant in the future. • At the second electrical building: o Replacement of starters and panels original to the plant construction:The second electrical building hosts a series of wall mounted starters, drives and panelboards original to the plant construction that have reached their useful life.The distribution equipment feeds the existing headworks equipment, plant aerators, several plant rotors and some miscellaneous process panels. Due to the structural condition of the second electrical building, it is recommended that the building be demolished and that a new Motor Control Center(MCC) be installed in a new air conditioned electrical building.The new MCC (MCC- 5) would be fed from the main plant switchboard located in the main electrical building 16 ATTACHMENT A:MILLER STREET WRF UPGRADES SITE WIDE ELECTRICAL SCOPE OF WORK and power loads on the west side of the plant such as the headworks, septage receiving station and existing process loads currently powered from the second electrical building. The main plant switchboard was assessed for capacity and is capable of powering the entirety of the proposed and existing load. • Throughout the facility: o Replacement of several control panels (RAS Pump control panels as necessary, In plant reuse pump station and lift station No.34) that do not meet CCUA's latest control panel standards and for which spare parts were found difficult to obtain. Provide a new electrical feed to lift station No. 34. o Replacement of Low voltage panel at the generator building. The panel has reached the end of its useful life and needs to be replaced. o Removal of PLCs from MCC-3 in the main electrical building and from the MCC at the reclaim pump station and transfer of functionality to the main PLCs located in the associated buildings: the PLCs are obsolete and parts have been difficult to obtain when a component fails. It is also not CCUA's standard anymore to host PLCs within MCC buckets. o Replacement of panel SP-3 at the lime building.The panel has reached the end of its useful life and needs to be replaced. Minimal loads are present at the lime building and the proposed panel can be downsized. The lighting and exhaust fan are the only loads that require power. o Removal of abandoned panels at the lime building and the belt thickener structure. o Relocation of the return sludge panel at the belt thickener structure to provide adequate NEC clearances. o Removal and replacement of effluent pump disconnects: Inadequate NEC clearance is available in front of the disconnects and the disconnects are located in the way when the pumps need to be pulled for maintenance. Additionally, the disconnects and the associated conduit system back to the effluent VFDs are in overall poor condition and it is recommended to replace them with disconnects in a NEMA 4X 316SS enclosure. Disconnects will also be provided with make before break contact wired to the proposed VFDs to reduce the risk of damage associated with opening a disconnect while a pump is in operation. o New feeder from Main to the new electrical building 17 ATTACHMENT A:MILLER STREET WRF UPGRADES SITE WIDE ELECTRICAL SCOPE OF WORK o Network all PLCs together with fiber optic cable and integrate all controls and instruments for new facilities/ o Secondary aerator panels in both BTUs are in the eastern electrical building. Move the panels to the new electrical building with the primary aerator panels. o Conduct Arc Flash Study. o For the new building, consider additional electrical conduits under the slab to accommodate future upgrades. 18 Attachment B Clay County Utility Authority Miller Street WRF Upgrades Fee Estimate Sr.Professional Professional Engineering Senior CADD Task Senior Reviewer Project Manager Engineer Engineer Intern II Designer CADD Designer Administrative Total Rates $322.40 $225.75 $257.92 $193.44 $154.75 $154.75 $122.51 $96.73 Hours Total Cost Task 1 Project Management and Coordination 1.1-Project Management 40 40 84 $ 14,202.88 1.2-Design Milestone Review Meetings 12 8 12 24 12 68 $ 15,269.40 1.3-Quality Control(QC) 240 8 248 $ 79,182.00 Subtotal Task 1 252 56 12 24 12 0 0 40 400 $ 108,654.28 Task 2 Topographic Survey 2.1-MS WRF Survey 6 8 16 30 $ 5,068.50 Subtotal Task 2 0 6 0 0 8 16 0 0 30 $ 5,068.50 Task 3 Geotechnical Investigation 3.1-MS WRF Geotechnical Investigation 8 8 12 8 36 $ 6,964.36 Subtotal Task 3 0 8 8 0 12 8 0 0 36 $ 6,964.36 Task 4 Permitting Services 4.1-FDEP Wastewater Facility Minor Modification 8 16 24 $ 4,282.00 4.2-Clay County Site Plan 8 24 32 $ 6,448.56 4.3-FDEP Environment Resource Permit(ERP Application) 8 60 68 $ 13,412.40 4.4-Request for Additional Information(RAI) 4 16 20 $ 3,998.04 Subtotal Task 4 0 28 0 100 16 0 0 0 144 $ 28,141.00 Task 5 Final Design Phase Services 5.1-MS WRF 30%Design Services 40 220 240 480 120 160 16 1,276 $ 226,197.28 5.2-MS WRF 60%Design Services 64 320 420 620 180 240 24 1,868 $ 333,751.12 5.3-MS WRF 100%Design Services 32 160 180 360 80 100 8 920 $ 164,425.24 Subtotal Task 5 0 136 700 840 1,460 380 500 48 4,064 $ 724,373.64 Task 6 Bid Phase Services 6.1-Bid Phase Services 24 24 16 40 8 112 $ 21,666.96 Subtotal Task 6 0 24 24 16 40 0 0 8 112 $ 21,666.96 Task 7 Engineering Services During Construction 7.1-Monthly Progress Meetings 60 60 60 60 16 256 $ 51,459.28 7.2-Site Visits 36 120 36 36 228 $ 51,612.24 7.3-Submittal Reviews 16 180 260 24 480 $ 92,594.12 7.4-Requests for Informations and Design Clarifications 8 40 32 54 8 40 182 $ 32,807.78 7.5-Start-Up,Testing,and Commissioning Assistance 8 40 16 64 $ 14,598.80 7.6-Substantial and Final Completion Inspections 4 16 24 4 48 $ 9,130.64 7.7-Record Drawings 8 32 8 40 8 120 216 $ 33,736.16 7.8-Operation and Maintenance Manual 8 32 80 24 4 148 $ 25,766.60 Subtotal Task 7 0 148 520 136 570 16 184 48 1,622 $ 311,705.62 Task 8 Construction Administration Services 8.1- Pre-Construction Services 8 40 8 24 2 82 $ 17,577.78 8.2-Pay Applications 36 36 $ 8,127.00 8.3-Document Control 16 40 56 $ 7,481.20 8.4-Change Orders 8 12 8 28 $ 6,448.56 8.5-Testing Laboratory and Results 40 2 42 $ 10,510.26 8.6-Project Completion and Closeout 4 24 8 32 4 72 $ 13,979.52 Subtotal Task 8 0 72 116 24 56 0 0 48 316 $ 64,124.32 LABOR SUBTOTAL 252.00 478.00 1380.00 1140.00 2174.00 420.00 684.00 192.00 6724.00 $ 1,270,698.68 %Labor per Category 4% 7% 21% 17% 32% 6% 10% 3% 100% OUTSIDE PROFESSIONALS Joseph Lawrence Industrial Engineers,LLC(HVAC Design) I $ 51,500.00 Wekiva Engineering,LLC(Structural Design) $ 108,150.00 DRMP,Inc.(Survey and SUE) $ 33,740.00 UES Professional Solutions,LLC(Geotechnical Investigation) $ 12,000.00 Global Construction Estimating,Corp(Cost Estimating) $ 135,705.00 LUMP SUM TOTAL I$ 1,611,793.68