OPEN

Wastewater Residuals Hauling and Disposal Services Invitation For Bid

Operations

Project ID: ITB # 2025/2026-A03

Release Date: Friday, May 1, 2026

Due Date: Wednesday, June 3, 2026 2:00pm

Posted Thursday, April 30, 2026 2:02pm

All dates & times in Eastern Time

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1. Introduction and Purpose

1.1. Introduction

1.2. Purpose

Clay County Utility Authority (CCUA) is accepting bids to provide hauling and disposal of wastewater residuals generated at CCUA’s Water Reclamation Facilities (WRFs). The successful respondent shall furnish all transportation, labor, equipment, and final disposal of wastewater residuals.

The Florida Legislature created the Clay County Utility Authority (CCUA) as an independent special district by Chapter 94-

491, Laws of Florida, Special Acts of 1994. A seven (7) member Board of Supervisors governs the utility. CCUA currently serves more than 50,000 customers in Clay County, Florida. CCUA management forecasts the population in Clay County will likely double by 2042. CCUA operates and maintains twenty-two (22) water treatment plants, seven (7) water reclamation facilities, and eleven (11) reclaimed storage and pumping facilities, and over 200 pump stations in Clay County, Florida, and adjacent counties.

A. Mission: Develop an environmentally and economically sustainable utility that is focused on protecting the public health, safety, and general welfare by providing clean and safe potable water, wastewater, and reclaimed water

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5/6/26, 4:38 PM Project Detail https://procurement.opengov.com/portal/clayutility/projects/259030/document?section=all 1/26 https://procurement.opengov.com/ services through conservation of natural resources, diversification of the water supply portfolio, and recruitment and development of a highly trained professional staff prepared for tomorrow’s challenges.

B. Vision: Provide long-term sustainable value to our current and future customers by conserving and protecting natural resources while providing clean, safe, and economical water, wastewater, and reclaimed water services.

C. Tax Exemption: CCUA is exempt from Federal excise and State sales taxes. The tax exemption number is 85-

8012536416C-5.

2. Summary of Key Dates

Advertisement Date: May 1, 2026

Deadline for Questions: May 13, 2026, 12:00pm

Intent to Bid Due Date: May 15, 2026, 2:00pm

Response to Questions: May 18, 2026, 5:00pm

Deadline for Submittal: June 3, 2026, 2:00pm

Microsoft Teams Meeting Join:

https://teams.microsoft.com/meet/28021001 5118173?p=n9w8cv0zccfYbMAF4k Meeting ID: 280 210 015 118 173 Passcode: jv2iV3g2

Dial in by phone +1 469-998-6106,,778812234# United States, Dallas Find a local number Phone conference ID: 778 812 234#

Issue Notice of Intent to Award: June 15, 2026

Board of Supervisors Meeting (Non-

Mandatory):

June 16, 2026, 2:00pm

Clay County Utility Authority Board of Supervisors Room (Board Room) 3176 Old Jennings Road Middleburg, FL 32068

3. Submission Details

3.1. Instructions for Submitting Bids

A. The complete Solicitation package will be available Friday, May 1, 2026, and can be obtained by visiting the CCUA

OpenGov Procurement Portal at https://procurement.opengov.com/portal/clayutility.

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3.2. Submission of Questions and Clarifications

3.3. Special Accommodations

B. Bidders must upload all documents to the Portal https://procurement.opengov.com/portal/clayutility, by no later than

2:00 pm, Wednesday, June 3, 2026.

C. Hardcopies will not be accepted.

A. All questions or concerns regarding this Solicitation must be submitted on the Portal https://procurement.opengov.com/portal/clayutility prior to 12:00 pm on Wednesday, May 13, 2026. Late questions may be answered at the discretion of CCUA. All responses to questions will be uploaded to the Portal and issued in an Addendum on Monday, May 18, 2026. The Addendum will be provided to all Bidders who have obtained the

Solicitation package.

CCUA encourages any person with a qualified disability requiring special accommodations at a Pre-Bid Meeting, public meetings, and/or ITB Opening to notify CCUA Procurement Department (herein so called) at procurement@clayutility.org or 904-272-5999, at least five (5) business days prior to the event in question.

4. Instructions to Bidders

A. Definitions:

1. Bidder(s): A Supplier who submits a bid in response to an Invitation to Bid (ITB) in which price is the primary factor in the evaluation process for award determination.

2. Purchase Order: A document to a supplier formalizing all terms and conditions of a proposed transaction (e.g., description of the requested items, cost of items being purchased, delivery schedule, terms of payment, transportation). After the mandatory protest period has expired, and approval has been given by the CCUA

Board of Supervisors, the bid award will become effective upon issuance of a CCUA purchase order.

3. Invitation to Bid (ITB): A procurement method used to solicit competitive sealed bid responses when price if the basis for award.

4. Public Entity Crime and Convicted Supplier List: Refer to Section 287.133, Florida Statutes.

5. Public Records: Florida law provides that public records shall always remain open for personal inspection by any person. Refer to Section 119.01, Florida Statutes, the Public Records Law.

6. Responsive Bidder(s): The Bidder whose bid conforms in all material respects to the instructions to responding to the ITB.

7. Responsible Bidder(s): The qualified Bidder(s) who demonstrate the capability in all respects to provide the commodities requested in the ITB.

8. Bid Opening: the official process in which sealed bids are publicly opened and recorded in the presence of one or more witnesses, at the time, place, and manner (in person or virtual) specified in the ITB.

9. Successful Bidder(s): The Bidder(s) CCUA awards a Purchase Order to provide the commodities requested in the ITB.

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B. CCUA assumes no responsibility for bids received after the stated time and date, or at any office or location other than the Portal web address specified above. CCUA shall not accept late responses.

C. Award or Rejection of the Bids: CCUA reserves the right to accept or reject any or all bids.

1. CCUA may waive minor irregularities or variations to specifications contained in the ITB.

2. CCUA reserves the right to make an award to the Responsive and Responsible Bidder(s) whose meets the requirements of the ITB.

3. CCUA may investigate qualifications of the Bidder(s) submitting Bids.

a. CCUA may, but is not required to, make such reasonable investigations as deemed proper and necessary to determine the ability of the Bidder to provide the commodity requested in the ITB. The Bidder shall furnish to CCUA all such information and data for this purpose as may be requested.

4. CCUA reserves the right and sole discretion to reject any or all bids or parts thereof. CCUA may reject bids if there exists any omission, alteration of form, additions or deductions not called for, conditional or uninvited alternate bids, or irregularities of any kind. However, CCUA reserves the right to waive any informality, deviation, or irregularity in any ITB that does not give that Bidder a competitive advantage over the other Bidders.

a. CCUA further reserves the right to reject any bids if the evidence submitted by or investigations reveal such Bidder is not properly qualified to deliver the requested commodity in the ITB.

D. Cone of Silence

1. From the date of the initial publication of this ITB until the protest period set forth in Section 4.22.1 has expired, all communication relating to this ITB shall be sent to procurement@clayutility.org.

2. Consistent with Florida procurement regulations, CCUA prohibits all other communication, outside the methods described in this solicitation, with CCUA or any CCUA employee, or member of CCUA’s Board of

Supervisors concerning this ITB. CCUA will disqualify any Bidder who makes or causes to be made, directly or indirectly, any such improper communication. Nothing contained in this paragraph prohibits CCUA personnel from initiating contact with a Bidder and subsequent communication related thereto for the purpose of obtaining additional information that is related to this ITB.

3. CCUA complies with the Florida Public Records Law and the Government in the Sunshine Act, as set forth in

Florida Statutes, Chapters 119 and 286, and The Florida Constitution, Art. I, §24, in each case as amended. CCUA advises interested Bidders that the majority of communications with CCUA are subject to public disclosure, and the selection meeting(s), if any, will be open to the public.

E. Addenda to the Solicitation

1. CCUA reserves the right to amend this ITB at any time prior to the deadline for submitting bids. If CCUA determines events or new information warrant revision to any part of this ITB, CCUA will post a notice of the revision on the Portal at https://procurement.opengov.com/portal/clayutility.

a. If, in the opinion of CCUA’s Procurement Manager (herein so called), the deadline for the submission of bids does not provide sufficient time for consideration of any Addendum, then such deadline may be extended at the sole discretion of CCUA.

2. Bidders shall maintain their responsibility to check the Portal

(https://procurement.opengov.com/portal/clayutility) prior to submission of a bid hereunder to determine whether any Addenda have been issued in connection with this ITB. Notwithstanding any provision to the contrary, the failure of any Bidder to receive any Addenda shall neither constitute grounds for withdrawal of their bid nor relieve the Bidder from any responsibility for incorporating the provisions of any Addenda in their

ITB.

3. Bidders shall acknowledge receipt of any Addenda issued on the Addenda Acknowledgement Form and return it with their bid. A Bidder’s failure to acknowledge receipt of any Addenda may result in the ITB being considered non-responsive at the sole discretion of CCUA.

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F. Examination of submission documents: Bidders shall remain responsible to complete each of the following items before submitting a bid:

1. Bidders shall thoroughly examine the ITB Documents.

2. Bidders shall study and carefully correlate the Bidder’s knowledge and observations of the ITB Documents and such other related data.

3. Bidders shall promptly notify CCUA of all conflicts, errors, ambiguities, or discrepancies that the Supplier discovers in or among the Solicitation Documents and such other related documents or conditions.

G. Clarification of Terms: If any Bidder has questions about the specifications or other documents in connection with this ITB, the Bidder must contact the Procurement Department at procurement@clayutility.org no later than five (5) business days prior to the date set for the opening of the ITB or receipt of bids. CCUA Procurement Department representatives shall only revise the ITB by Addendum. CCUA may not consider notifications regarding specifications if received in less than five (5) business days before the date set for opening of ITB or receipt of bids.

H. Sham or Collusive Submittals: CCUA shall reject the bid(s) of any Bidder(s) who engages in collusive practices. CCUA shall also consider it a collusive practice for any Bidder(s), directly or indirectly, alone or in collaboration with another, to submit more than one bid in such a manner as to make an appearance that the submissions are on a competitive basis from different parties.

I. Late Bids: CCUA will not consider bids or unsolicited amendments to this ITB arriving after the closing date and time.

The Portal will not accept any bids or questions after the scheduled time and date of closing.

1. CCUA does not accept responsibility for delays in delivery of any bid. The Bidder shall maintain sole responsibility of ensuring its bid reaches the Portal by the designated date and hour.

2. CCUA shall use the official time stamped by the automatic time stamp within the CCUA Procurement Portal.

3. If CCUA closed its office due to inclement weather or for safety reasons, CCUA shall extend the time for the Bid

Opening to the same time on the next business day on which the CCUA office is open.

J. Error in Bids: As applicable, if an error is made, corrections to bids must be initialed by the Bidder. Carelessness in preparation of a bid, will not relieve the Bidder of their responsibilities to provide the commodity if selected from this

ITB. Bidders are cautioned to recheck their bids for possible errors. CCUA shall not be responsible for any errors or omissions of the Bidder.

K. Modification of Bids: Bidders may modify their bid prior to the date and time specified for the Bid Opening.

L. CCUA shall not accept facsimile or hardcopy modification of bids unless the ITB expressly allows submittal by facsimile.

M. Withdrawal of Bids: A Bidder may to withdraw their bid prior to the time of the Bid Opening.

N. Bid Opening: At the time fixed for the public Bid Opening, CCUA will publicly read the names of the Bidders and the

Unit Pricing.

O. Notice of Award: CCUA will post the public notice of award in the CCUA Administrative Building (herein so called) lobby. CCUA will also post the notice of award on the Portal at https://procurement.opengov.com/portal/clayutility.

P. Purchase Order: Once a successful Bidder(s) is selected, CCUA will issue a Purchase Order for the goods and materials requested in this ITB. CCUA has provided the Purchase Order Terms and Conditions in the vendor questionnaire of this ITB.

Q. Use of CCUA Forms: CCUA may reject a Bid for failure to submit to the Portal or unauthorized modification of or additions to any portion of the ITB documents. CCUA reserves the right to decide, on a case-by-case basis, in its sole discretion, whether to reject any bids that has been modified.

1. A legally authorized representative of the Bidder shall sign the bid. By signing the bid, the Bidder acknowledges compliance with the instructions for submission of the Bid and certifies that they fully understand the scope of work and have sufficient staffing, facilities, and capabilities to provide the commodity under the Purchase Order Terms and Conditions provided in the vendor questionnaire.

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R. Exceptions: For purpose of the ITB evaluation, Bidder(s) must indicate any exceptions, no matter how slight, from the

ITB documents, including Addenda. CCUA shall not consider exceptions by a Bidder a part of the ITB submission unless such exceptions are provided in a formal letter submitted with the bid. If exceptions are not stated or referenced as required, CCUA will assume that the commodity provided fully comply with CCUA’s Purchase Order

Terms and Conditions within the included document in the vendor questionnaire.

S. No Response: Bidders electing not to submit a bid in response to this solicitation should select “No Bid” within the

Portal https://procurement.opengov.com/portal/clayutility.

T. Prohibition of Interest: No CCUA Board member, officer, agent, or employee of CCUA, either for themself or as agent for anyone else, or as a stockholder or owner in any other legal entity, shall participate in or benefit directly or indirectly from any sale, purchase, lease, contract, or other transaction entered into by CCUA. No contract will be awarded to a bidder in violation of the foregoing provision or in violation of Part III of Chapter 112, Florida Statutes, “Code of Ethics for Public Officers and Employees.” Any Bidder in which any member of the Board of Supervisors of

CCUA or any officer or employee of CCUA or such individual’s spouse or child is an officer, partner, director, or proprietor or in which any such individual or any combination of them has a material interest as defined in Part III of

Chapter 112, Florida Statutes, as amended, must disclose such interest and must fully comply with the Code of

Ethics for Public Officers and Employees, and may be precluded from obtaining an award. Bidders must disclose any such affiliation or material interest. CCUA shall disqualify and remove a Bidder for failure to disclose any such affiliation or material interest. CCUA’s disqualification of a Bidder shall result in a prohibition of the Bidder engaging in business with CCUA.

U. Public Entity Crimes: A person or affiliate who has been placed on the Florida Department of Management Services convicted vendor list following a conviction for a public entity crime may not submit a bid, may not be awarded a contract with CCUA, and may not transact business with CCUA for a period of 36 months following the date of being placed on the convicted vendor list.

V. Remedies to disputes during the ITB process.

1. Protest of Award or Decision to Award after exhaustion of administrative proceeding: Bidder(s) shall submit a written notice of protest within seventy-two (72) hours following CCUA’s posting of the recommendation for selection of the Successful Bidder.

a. CCUA’s Procurement Department shall provide protest procedures stated in Resolution Number

2024/2025-07, or its successor resolution, upon request of a Bidder.

b. The Bidder must exhaust the administrative protest procedures before bringing any legal suit against

CCUA.

c. A Bidder’s failure to file a written protest within the time prescribed herein and to exhaust the remedies provided by CCUA for such protest shall constitute a waiver of the right to bring suit.

2. Disputes: In the case of any doubt or differences of facts or opinions as to the items to be furnished hereunder as part of this ITB, CCUA’s Board of Supervisors shall provide directions for the Executive Director that shall be considered binding on both parties.

3. No Damages Remedy to the Bidder: A Bidder who is unsuccessful shall not have a damages remedy as a result of the rejection of the bid but shall be limited to the administrative remedies provided by CCUA. After exhausting such remedies, the Bidder may seek the further remedy of declaratory relief or, in a proper case, injunction. Both CCUA and the Supplier shall agree that the venue for all legal cases or disputes shall be in Clay

County, Florida.

W. Incurred Expenses: This ITB does not commit CCUA to issue a PO, nor shall CCUA be responsible for any cost or expense that may be incurred by the Bidder in preparing and submitting a bid called for in this ITB.

1. CCUA shall not incur any cost or expense from the Bidder prior to the issuance of a PO.

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5. Specification

5.1. Specifications

5.1. GENERAL SPECIFICATIONS

Clay County Utility Authority (CCUA) is accepting bids to provide hauling and disposal of residuals and contaminated soils generated at CCUA’s Water Reclamation Facilities (WRFs). The successful respondent shall furnish all transportation, labor, equipment, and final disposal of residuals and contaminated soils.

5.2. RESPONDENT RESPONSIBILITIES

A. FACILITY AND PERMITTING REQUIREMENTS

The successful respondent shall maintain compliance with Florida Administrative Code 62-640 (Domestic Wastewater Residuals), including 62-640.300, “Permit Requirements,” and any subsequent revisions.

B. HAULING AND DISPOSAL OPERATIONS

The successful respondent shall be available to haul residuals and contaminated soils 365 days per year as directed by CCUA’s Superintendent of Wastewater or Chief Operator of the plant.

The respondent shall supply and/or remove trailers containing residuals and contaminated soils within 24 hours of notification to prevent nuisance odor conditions at the WRF.

Residuals and contaminated soils shall be transported directly from the WRF to another CCUA owned approved WRF, a FEDP permitted biosolids land application site, or landfill for treatment and disposal.

Respondent-owned trailers shall be used for hauling.

The successful respondent must ensure alternative equipment and backup transportation is available to prevent operational interruptions due to equipment failure or weather conditions.

C. PERMITS AND COMPLIANCE

The respondent shall obtain and maintain in good standing all local, state, and federal permits and licenses required for the transport, treatment, and disposal of residuals and contaminated soils .

Renewal copies of all permits must be provided to CCUA within 30 days of issuance.

If failure to maintain permits causes CCUA to use alternate disposal means, the respondent shall reimburse CCUA for any increased costs incurred.

D. PRODUCTION ESTIMATES

Residuals production is estimated at 165-215 wet tons per month, with solids content ranging between 0.95%-1.50% dry solids, averaging 1.22%.

The respondent must be capable of accepting aerobically digested or undigested residual cake.

CCUA makes no guarantee as to the minimum or maximum quantity of residuals and contaminated soils produced in any given year.

E. DOCUMENTATION AND CHAIN OF CUSTODY

Hauling records must be provided for each load, acceptable to both CCUA and FDEP.

Hauling records shall establish a chain of custody from CCUA to the application or disposal site and shall include:

Date and time shipped and shipment identification Amount of residuals shipped Concentration of parameters and date of analysis Name and identification number of the permitted application site Class of residuals shipped Signature of the certified operator or designee at the permitted treatment facility Signature of the hauler and name of the hauling firm Date and time the site received the shipment Name and identification number of the treatment facility from which residuals are received Signature of the site manager

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F. LIABILITY AND SURCHARGES

The respondent shall be responsible for all fines, penalties, and surcharges related to transportation, treatment, or disposal violations.

Responsibility for residuals and contaminated soils transfers to the respondent once the load is removed from CCUA’s WRF property.

G. INSURANCE AND SAFETY

The respondent shall maintain all required insurance coverages (general liability, auto, pollution, and workers’ compensation) as specified in the ITB.

Drivers must hold valid CDL licenses with appropriate endorsements.

Operations must comply with all applicable OSHA, DOT, and FDEP safety standards.

5.3. ODOR AND ENVIRONMENTAL CONTROL

The respondent shall conduct all activities to minimize odors, spillage, and environmental impact.

If odor issues arise, the respondent must take immediate corrective action to abate the condition at no cost to

CCUA.

CCUA reserves the right to suspend hauling operations if odors become objectionable or environmental conditions are violated.

Respondent shall implement spill prevention and cleanup procedures and maintain spill kits on all transport vehicles.

5.4. MINIMUM QUALIFICATIONS

Respondent must provide three (3) references from governmental agencies for similar services performed within the past ten (10) years.

Respondent must demonstrate the ability to maintain 365-day operational readiness, including emergency or after-hours response.

5.5. HOURS OF OPERATION

Normal operations shall occur Monday through Friday, 7:00 A.M. – 5:00 P.M.

Weekend and holiday work may be conducted only upon written approval from CCUA’s Superintendent of Wastewater or Chief Operator of the plant.

No additional compensation shall be provided for weekend or holiday work.

5.6. INSPECTION AND SITE ACCESS

Prior to award, CCUA reserves the right to inspect proposed disposal sites, including treatment facilities, access roads, and supporting infrastructure.

5.7. PRODUCTION HISTORY AND ESTIMATES

LIQUID SLUDGE

Year 2021 = 1,900 wet tons

Year 2022 = 1,900 wet tons

Year 2023 = 2,500 wet tons

Year 2024 = 1,760 wet tons

Year 2025 = 870 wet tons* https://procurement.opengov.com/portal/clayutility/projects/259030/document?section=all 8/26

*New plant went online and did not require wasting during 2025

CONTAMINATED SOIL

Year 2021 = 160 tons

Year 2022 = 210 tons

Year 2023 = 250 tons

Year 2024 = 179 tons

Year 2025 = 432 tons

PROJECTED ANNUAL VOLUMES:

Note: Values are based on historical production and provided for planning purposes only.

5.8. ADDITIONAL REQUIREMENTS

A. EMERGENCY RESPONSE

The respondent must provide 24-hour contact information and maintain the ability to respond to emergency hauling requests within four (4) hours of notification.

B. REPORTING AND RECORDKEEPING

Monthly reports shall be submitted summarizing total loads, tonnage, destination, and disposal method.

Copies of all FDEP-required reports and analytical data shall be made available to CCUA upon request.

C. EQUIPMENT STANDARDS

Transport vehicles shall be maintained in good mechanical condition and be leak-free and covered during transport.

Each vehicle must be equipped with safety signage and containment measures in compliance with FDEP and FDOT regulations.

D. CONTINGENCY DISPOSAL PLAN

Respondent must provide a backup disposal plan identifying an alternative FDEP-permitted facility or disposal site to ensure continuity of operations in the event the primary application site or disposal method becomes unavailable.

6. Sample Agreement

AGREEMENT FOR GOODS AND/OR SERVICES

THIS AGREEMENT FOR GOODS AND/OR SERVICES TITLE (the “Agreement”) is made effective as of _________ by and between CLAY COUNTY UTILITY AUTHORITY (“CCUA”), 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 (Contractor Name), (Contractor Address), and Federal I.D. No. (“CONTRACTOR”). CCUA and the CONTRACTOR or collectively as the “Parties”, which is authorized to do business in Florida.

WITNESSETH:

WHEREAS, in response to a publicly advertised Invitation to Bid (ITB) Number (Project Number and Title) (the “Solicitation”), the CONTRACTOR, submitted a Bid to CCUA and was selected by CCUA as a qualified Professional in the best interest of

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WHEREAS, the CONTRACTOR has exhibited by its response to the Solicitation that is capable of providing the required goods and/or services; and

WHEREAS, the Parties hereto have agreed to the terms and conditions based on the Solicitation and as more specifically set forth herein.

NOW THEREFORE, for and in consideration of the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1 RECITALS

A. The above recitals are true and correct and form a material part of this Agreement.

ARTICLE 2 COMPENSATION

A. The total compensation to be paid the CONTRACTOR by CCUA for all Services is not to exceed $XXX,XXX.XX, annually.

1. Total compensation shall remain for a period of one (1) year from either the effective date of this Agreement or renewal. CCUA will consider compensation changes prior to the annual anniversary date of the Agreement.

CCUA will review changes to the initial agreed upon compensation on an item-by-item basis. CONTRACTOR may request increases or decreases in rates and fees as follows:

a. Within at least ninety (90) days prior to the anniversary date of the Agreement term, the CONTRACTOR may submit a written request for any changes to the compensation.

B. SUPPLIER CONTRACT. CCUA will issue a Supplier Contract to correspond to the approved CCUA Board of

Supervisors approved Agreement. The CONTRACTOR shall identify the Supplier Contract number for the assigned work on the invoices submitted to CCUA.

C. INVOICE PROCEDURE. Invoices shall be submitted by the CONTRACTOR shall be reviewed by CCUA in accordance with the Local Government Prompt Payment Act (the “Act”). The Proposer shall submit invoices in accordance with the CCUA’s payment process to accountspayable@clayutility.org. Upon receipt of a proper invoice, CCUA shall have the number of days provided in the Act in which to make payment. Invoices shall be in a form and containing such documentation as reasonably required by CCUA. Each such invoice shall include PO number, 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 CCUA. Each invoice shall contain a statement that it the document is made subject to the provisions and penalty of Section 837.06, Florida Statutes.

1. If CCUA objects to any portion of an invoice, CCUA shall notify the CONTRACTOR. CCUA shall identify specific cause of the disagreement and the amount in dispute and request revision. Any dispute over invoiced amounts due which cannot be resolved by direct negotiation between the parties within thirty (30) calendar days after presentation of invoice shall be resolved in accordance with the Dispute Resolution provision (Article 10) of this

Agreement.

ARTICLE 3 CONTRACT DURATION

A. INITIAL CONTRACT DURATION. CCUA and the CONTRACTOR agree to an initial Agreement period of one (1) year from the date this Agreement is signed.

B. EXTENSION OF CONTRACT DURATION. Upon mutual written agreement between CCUA and the CONTRACTOR, the

Parties may extend the Agreement duration by four (4) consecutive one (1) year terms.

C. NON-RENEWAL. Any pre-printed provisions of the CONTRACTOR’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.

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ARTICLE 4 QUALIFICATIONS OF THE CONTRACTOR

A. QUALIFIED PERSONNEL. The Contractor shall provide and pay for all labor, tools, materials, permits, equipment, transportation, supervision, and any and all other items or services, of any type whatsoever, which are necessary to fully complete and deliver the goods and/or services requested by CCUA. The CONTRACTOR shall not have the authority to create, or cause to be filed, any liens for labor and/or materials on, or against, CCUA, or any property owned by CCUA. Any such lien, attachment, or encumbrance, until removed, shall preclude any and all claims or demands by the CONTRATOR for any payment expected under this Agreement.

1. The CONTRACTOR shall ensure that all of its employees, agents, sub-contractors, representatives, volunteers, and the like, fully comply with all the terms and conditions set forth herein, when providing Goods and/or

Services for CCUA under this Agreement.

2. The CONTRACTOR shall be solely responsible for the means, methods, techniques, sequences, safety programs, and procedures necessary to properly and fully complete the work set forth in the Scope of

Services.

3. The CONTRACTOR shall maintain an adequate and competent staff and remain authorized to do business within the State of Florida for the term of this Agreement, including renewals. The CONTRACTOR may subcontract the Services requested by CCUA with prior written approval from CCUA; however, the

CONTRACTOR is fully responsible for the satisfactory completion of all subcontracted work.

B. STANDARD OF CARE. The CONTRACTOR has represented to CCUA that it possesses a level of knowledge, experience, and expertise that is commensurate with firms in the areas of practice required for the Services provided under this Agreement. By executing this Agreement, the CONTRACTOR agrees that the CONTRACTOR will exercise that degree of care, knowledge, skill, and ability, as any other similar situated contractor possessing the degree of skill, knowledge, experience, and expertise within the local area, working on similar activities. The CONTRACTOR shall perform the requested Services in an efficient manner, consistent with CCUA’s stated Scope of Services and industry standards.

1. The CONTRACTOR covenants and agrees that the CONTRACTOR and employees, agents, subcontractors, representatives, volunteers, and the like, shall be bound by the same standards of conduct as stated above.

ARTICLE 5 RETENTION OF DOCUMENTS

A. The CONTRACTOR agrees to maintain all documents, including electronic documents, related to this agreement for a period of not less than five (5) years, in a reasonably accessible manner consistent with the CONTRACTOR 's internal document retention policy.

1. Reasonably Accessible: To be considered reasonably accessible, such documents must be reproduced, copied, scanned, emailed, etc. without significant time or cost.

2. Document Retention Policy: A written policy by which each employee of any tier follows the same protocol to retain all required documents related to this agreement in a consistent, organized manner sufficient to allow efficient retrieval of same.

ARTICLE 6 ABILITY TO AUDIT RECORDS

A. The CONTRACTOR 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 CONTRACTOR agrees to make available to CCUA’s auditors during normal business hours all books of account, reports, and records 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 7 CCUA’S RESPONSIBILITIES

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A. CCUA’S REQUIREMENTS. CCUA shall provide to the CONTRACTOR information related to CCUA requirements for the agreement.

B. CCUA’S REPRESENTATIVE. CCUA shall designate a representative authorized to act on CCUA's behalf with respect to this Agreement. CCUA or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the CONTRACTOR to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR’s services.

C. TIMELINESS / SCHEDULE. CCUA shall review and approve or take other appropriate action on all work submittals of the CONTRACTOR within the timeframes mutually agreed upon in the Project schedule.

ARTICLE 8 CONFIDENTIALITY AND PUBLIC RECORDS COMPLIANCE

A. The CONTRACTOR 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, or organization, without the CCUA’s prior written consent, or unless incident to the proper performance of the CONTRACTOR’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 CONTRACTOR pursuant to this Agreement. Subject to the foregoing provisions and law applicable to confidential information, the CONTRACTOR will keep and maintain public records required by CCUA, which is a public agency, in order for the CONTRACTOR to perform the services and the work required by the Scope, and upon request from the CCUA’s custodian of public records, CONTRACTOR shall provide CCUA 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 CONTRACTOR shall require all its employees to comply with the provisions of this paragraph.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONTRACTOR’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 9 INSURANCE

A. INSURANCE. The CONTRACTOR shall procure and maintain the following types of insurance, with the respective limits, and shall provide proof of the same to CCUA, in the form of a Certificate of Insurance prior to the start of any work hereunder:

1. The CONTRACTOR 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 B. 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.

2. Proposer 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.

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a. General liability coverage shall apply to “bodily injury” and to “property damage” occurring on, about, or in transit to the CCUA’s premises for the covered operations or professional services to be performed for

CCUA 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 CCUA. An Excess Liability policy or Umbrella policy can be used to satisfy the above limits.

b. 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.

c. The Workers’ Compensation and Employer’s Liability Insurance shall cover the CONTRACTOR (and, to the extent they are not otherwise insured, its sub- CONTRACTORs) 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.

3. For all insurance types:

a. CONTRACTOR shall notify CCUA 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 CCUA if a policy is to be canceled, modified, or the coverage thereunder reduced before the expiration date thereof. CONTRACTOR shall provide CCUA with a copy of endorsement(s) to the policies and cancellation and/or non-renewal notices evidencing the same.

b. 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.

c. CCUA shall be named as additional insureds on General and Auto Liability policies.

i. All insurance except Worker’s Compensation and Professional Liability shall be endorsed to name of CCUA 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.

d. 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.

e. All policies shall include a waiver of subrogation endorsement and a severability of interest’s endorsement.

i. All required insurance policies shall be endorsed to provide for a waiver of underwriter’s rights of subrogation in favor of CCUA and their respective members, officers, officials, employees, and agents.

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f. CONTRACTOR’s Insurance Primary. The insurance provided by the CONTRACTOR shall apply on a primary basis and shall not require contribution from any other insurance or self-insurance maintained by CCUA and their respective members, officers, officials, employees, and agents.

g. CCUA 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 CONTRACTOR or sub-contractor providing such insurance. CONTRACTOR and its sub- contractors shall reveal the amount of such deductibles, if any, for each policy.

h. Insurance Additional Remedy. Compliance with the insurance requirements of this Agreement shall not limit the liability of the CONTRACTOR or its sub- CONTRACTOR s, employees, or agents to CCUA 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.

i. Insurance on Sub-CONTRACTORs. CONTRACTOR shall establish, require, and review evidence of reasonable insurance requirements for all its sub- CONTRACTORs. Except to the extent required by law, or as otherwise specifically provided by this Agreement, this Agreement does not establish minimum insurance requirements for CONTRACTOR’s sub- CONTRACTORs.

4. The CONTRACTOR 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. CONTRACTOR 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 CCUA’s request.

a. Certificates of Insurance. Prior to commencing work, CONTRACTOR shall deliver to CCUA Certificates of

Insurance that shows the corresponding Agreement, ITB Number, or PO if applicable in the Description.

The certificates of insurance shall be made available upon request of CCUA.

ARTICLE 10 MEDIATION OF DISPUTES

A. 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. 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 11 TERMINATION AND SUSPENSION

A. TERMINATION BY CCUA FOR DEFAULT. If the CONTRACTOR defaults by failing to substantially perform, in accordance with the terms of this Agreement, as reasonably determined by CCUA, the CCUA may give written notice to the CONTRACTOR terminating this Agreement effective seven (7) calendar days from the date of notice. If CCUA terminates this Agreement pursuant to this paragraph, and it is subsequently determined by a court of competent jurisdiction that the CONTRACTOR was not in default, then in such event said termination shall be deemed a termination for convenience as set forth in Paragraph 14.3.

B. TERMINATION BY THE CONTRACTOR FOR DEFAULT. If CCUA defaults by failing to substantially perform in accordance with the terms of this Agreement, the CONTRACTOR shall give written notice CCUA setting forth the https://procurement.opengov.com/portal/clayutility/projects/259030/document?section=all 14/26 nature of the default and requesting cure within seven (7) calendar days from the date of notice. If CCUA fails to cure within seven (7) calendar days from the date of notice may give notice to CCUA of immediate termination.

C. TERMINATION BY CCUA FOR CONVENIENCE. CCUA may at any time give written notice to the CONTRACTOR terminating this Agreement or suspending a Project, in whole or in part, for the CCUA’s convenience and without cause. If CCUA terminates this Agreement or suspends a Project, the CONTRACTOR shall immediately reduce its staff, services, and outstanding commitment in order to minimize the cost of termination or suspension.

D. TERMINATION COMPENSATION. If the Agreement is terminated by CCUA pursuant to Paragraph 14.3, no further payment shall be made to the CONTRACTOR until completion of the Project. At such time, the CONTRACTOR’s compensation shall, at CCUA’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 CONTRACTOR’s compensation shall be reduced by all costs and damages incurred CCUA as a result of the default of the CONTRACTOR.

1. If the Agreement is: (i) terminated by the CONTRACTOR pursuant to Paragraph 14.2; (ii) terminated by CCUA pursuant to Paragraph 14.3; or (iii) suspended more than ninety (90) days by CCUA pursuant to Paragraph 14.3, the CONTRACTOR’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 12 SPECIAL PROVISIONS

A. 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.

B. Capitalized Terms. Capitalized terms used herein but not expressly defined herein shall have the meaning ascribed thereto in CCUA’s General Terms and Conditions as referenced above.

C. Successors and Assigns. CCUA and CONTRACTOR, 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 CCUA nor

CONTRACTOR shall assign this Agreement without the written consent of the other.

D. Integration and Extent of the Agreement. This Agreement, together with the Invitation to Bid (“ITB”), Addendums, CONTRACTOR’s Bid, 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 CONTRACTOR’s written materials, contract forms, or documents to the contrary notwithstanding, no transportation surcharges shall apply, and no policies of the CONTRACTOR available on the CONTRACTOR’s website or retained in the CONTRACTOR’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 CCUA.

E. Prohibition against Contingency Fees. The CONTRACTOR shall not have employed or retained any company or person, other than an employee working solely for the CONTRACTOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or CONTRACTOR, other than an employee working for the CONTRACTOR, any fee, commission percentage, gift, or any other consideration, contingent upon or…