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Professional Services Agreement Professional Services Agreement THIS AGREEMENT, entered into on the 24 th day of Sem, 2024, by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida, hereinafter referred to as the "COUNTY", and Gray Matter Systems, LLC, hereinafter referred to as the "CONSULTANT". BACKGROUND RECITALS: The COUNTY previously selected CONSULTANT to perform and provide SCADA (ICS) System Network Design Design Services, based on a proposal submitted in response to Request for Proposals 2022014. Work contemplated in RFP 2022014 is now complete, and parties desire to partner in the implementation phase of the project for support and technical implementation services ("Services"). COUNTY and CONSULTANT agree Services exclude "professional services" as defined in §287.055 Florida Statute. The COUNTY and the CONSULTANT, in consideration of their mutual covenants, herein agree with respect to the performance of professional consulting services by the CONSULTANT, and the payment for those services by the COUNTY, as set forth in this Agreement. The CONSULTANT shall provide the COUNTY with consulting services and such other related services as defined in the scope of work, provided as Exhibit 1. NOW THEREFORE, in accordance with the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. COUNTY OBLIGATIONS The COUNTY will provide the CONSULTANT with a copy of any preliminary data or reports available as required in connection with the work to be performed under this Agreement, together with all available documents in the possession of the COUNTY pertinent to the Services. The CONSULTANT shall satisfy itself as to accuracy of any data provided. The CONSULTANT is responsible for bringing to the COUNTY's attention, for the County's resolution, material inconsistencies or errors in such data that come to the CONSULTANT'S attention. The COUNTY shall arrange for access to, and make provisions for the CONSULTANT to enter upon, public and private property (where required) as necessary for the CONSULTANT to perform its Services, upon timely written request of CONSULTANT to COUNTY. The CONSULTANT shall not be considered in default for a failure to perform if such failure arises out of causes reasonably beyond the CONSULTANT's control and through no fault or negligence of the CONSULTANT. The parties acknowledge that adverse weather conditions, acts of God, or other unforeseen circumstances of a similar nature, may necessitate modifications to this Agreement. If such conditions and circumstances do in fact occur, then the COUNTY and CONSULTANT shall mutually agree, in writing, to the modifications to be made to this Agreement. 2. RESPONSIBILITIES OF THE CONSULTANT The CONSULTANT agrees to perform all necessary Services in connection with the work set forth in Exhibit 1.