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HomeMy WebLinkAboutSt. Johns River Water Management District-MSJRB Solary Canal Regional Stormwater Treatment Facility -2008 12 07 Contract #25463 Encumbrance #S003681 AGREEMENT BETWEEN THE ST. JOHNS RIVER WATER MANAGEMENT DISTRICT AND CITY OF WINTER SPRINGS FOR MSJRB SOLARY CANAL REGIONAL STORMWATER TREATMENT FACILITY THIS AGREEMENT is entered into by and between the GOVERNING BOARD of the ST. JOHNS RIVER WATER MANAGEMENT DISTRICT ( "the District "), whose address is 4049 Reid Street, Palatka, Florida 32177, and the CITY OF WINTER SPRINGS ( "the City"), whose address is 1126 East SR 434, Winter Springs, F132708. WITNESSETH THAT: WHEREAS, the District is a special taxing district created by the Florida Legislature and given those powers and responsibilities enumerated in chapter 373, Fla. Stat., whose geographical boundaries encompass Middle St. Johns River Basin (MSJRB); and WHEREAS, the District has determined that its needs will be best served by entering into an Agreement for services that can be provided by the City (hereafter "the Work "). NOW THEREFORE, in consideration of the payments herein specified, and which the District agrees to make, City agrees to furnish and deliver all materials, to do and perform all work and labor required to be furnished and delivered, done and performed for MSJRB Solary Canal Regional Stormwater Treatment Facility ( "the Facility"), Contract #25463. City agrees to complete the Work in conformity with this Agreement and all attachments and other items specifically incorporated by reference are part of this Agreement as fully and with the same effect as if set forth herein. • This Agreement consists of the following documents, including all modifications incorporated therein before their execution: Agreement; Exhibit "A" - Statement of Work; and all attachments hereto. ARTICLE I - TERM, SCHEDULE AND TIME OF PERFORMANCE A. Term. The term of this Agreement shall be from the Effective Date to the Completion Date. 1. Effective Date. The Effective Date of this Agreement shall be the date upon which the last party to this Agreement has dated and executed the same; provided, however, that in the event a date other than the aforesaid is set forth below in this section, that date shall be the Effective Date. In lieu of the aforesaid Effective Date, the Effective Date of this Agreement shall be N/A (enter alternative Effective Date, or enter N /A). 2. Completion Date. The Completion Date of this Agreement shall be no later than December 31, 2011, unless extended by mutual written agreement of the parties or pursuant to Article VIII, Paragraph J of this Agreement. All Work under this Agreement shall be completed for use no later than the Completion Date. B. Schedule of Work. City shall commence the Work: [Ni ] Within ninety (90) days after the District has recorded in the public records a deed transferring title to the lands upon which the Facility will be located to the City; or Page 1 Contract #25463 Encumbrance #S003681 [ ] Upon the issuance of a Notice to Proceed by the District; or [ ] Within fourteen (14) days of issuance of a Work Order by the District; or [ ] On (insert specific date). This date shall be known as the "Commencement Date." City shall prosecute the Work regularly, diligently, and uninterruptedly so as to complete the Work ready for use in accordance with the Statement of Work and the time stated for completion therein. The time stated for completion shall include the final cleanup of the premises, as applicable. A fifteen (15) day period has been included in the allotted time for completion to allow for mailing of this Agreement and the City's submission of any required submittals. City will not be allowed to commence the Work until any required submittals are received and approved. C. Time is of the Essence. The Commencement Date and Completion Date are essential conditions hereof. In addition, time is of the essence for each and every aspect of this Agreement. Where additional time is allowed for the completion of the Work, the new time limit shall also be of the essence. ARTICLE II - STATEMENT OF WORK AND DELIVERABLES A. Deliverables. The Work is specified in the attached Statement of Work. City shall deliver all products and deliverables as stated therein. City is responsible for the professional quality, technical accuracy, and timely completion of the Work. Both workmanship and materials shall be of good quality. City shall, if required, furnish satisfactory evidence as to the kind and quality of materials provided. Unless otherwise specifically provided for herein, the City shall provide and pay for all materials, labor, and other facilities and equipment as are necessary for the performance of the Work. The District's Project Manager shall make a final acceptance inspection of the deliverables when they are completed and finished in all respects in accordance herewith. The parties may at any time agree in the form of a written amendment to make changes within the general scope of this Agreement to the Work to be provided hereunder. Neither party - shall unreasonably withhold consent to any such amendment. B. Progress Reports. The City shall submit monthly progress reports to the District's Project Manager in a form approved by the project manager. The progress report shall provide an updated progress schedule with each payment request, taking into account all delays, changes in the nature of the Work, etc. In addition to hard copies, all written deliverables (reports, papers, analyses, etc.) shall be submitted in machine readable form in formats consistent with the District's standard software products. The District's standard office automation products include the Microsoft® Office Suite (Word, Excel, Access, and PowerPoint). Other formats may be accepted if mutually agreed upon by the District's Project Manager and chief information officer. Timely submittal of progress reports shall be a condition precedent to payment of invoices. ARTICLE III - COMPENSATION A. Amount of Funding. For satisfactory performance of the Work, the District agrees to pay the City a sum in the amount not to exceed $1,700,000.00 (the "Total Compensation "), as further described in the Statement of Work. It is understood by the parties that the Total Compensation is intended to cover the complete cost of the Work required to be completed under this Agreement. Page 2 Contract #25463 Encumbrance #5003681 B. Payment of Invoices. (a) City shall submit monthly itemized invoices by one of the following two methods: (1) by mail to the St. Johns River Water Management District, Director, Division of Financial Management, 4049 Reid Street, Palatka, Florida 32177, or (2) by e -mail to acctpay@sjrwmd.com. Each invoice shall be submitted in detail sufficient for proper pre - audit and post -audit review. If necessary for audit purposes, the District may require and City shall provide additional supporting information to document invoices. The final invoice must be submitted no later than forty -five (45) days after the Completion Date; provided, however, that when the Completion Date corresponds with the end of the District's fiscal year (September 30), the final invoice must be submitted no later than 30 days after the Completion Date. Notwithstanding, additional time may be provided for submitting the final invoice if the City provides notice to the District that more time is needed for the City to acquire all final invoices from any contractors and subcontractors that provided labor and material for the Project. Final invoices that are submitted after the requisite date shall be subject to a penalty of 10 percent of the invoice. This penalty may be waived by the District, in its sole judgment and discretion, upon a showing of special circumstances that prevent the timely submittal of the final invoice including delays related to the submission of invoices by the aforementioned contractors and subcontractors. City must request approval for delayed submittal of the final invoice not later than ten (10) days prior to the due date and state the basis for the delay. (b) All invoices shall include the following information: (1) District contract number; (2) • District encumbrance number; (3) City's name and address (include remit address, if necessary); (4) City's invoice number and date of invoice; (5) District Project Manager; (6) City's Project Manager; (7) supporting documentation as to cost and/or project completion (as per the cost schedule and other requirements of the Statement of Work); (8) Progress Report (if required); (9) Diversity Report (if otherwise required herein). (c) Invoices that do not correspond with this paragraph shall be returned without action within twenty (20) business days of receipt, stating the basis for rejection. Payments shall be made within forty -five (45) calendar days of receipt of an approved invoice. C. Travel expenses. If the cost schedule for this Agreement or project estimate for a Work Order (if applicable) includes a line item for travel expenses, travel expenses shall be drawn from the project budget and are not otherwise compensable. If travel expenses are not included in the cost schedule, they are a cost of providing the service that is borne by City and are only compensable when specifically approved by the District as an authorized District traveler. In such instance, travel expenses must be submitted on District or State of Florida travel forms and shall be paid pursuant to District Administrative Directive 2000 -02. D. Payments withheld. The District may withhold or, on account of subsequently discovered evidence, nullify, in whole or in part, any payment to such an extent as may be necessary to protect the District from loss as a result of: (1) defective Work not remedied; (2) failure of City to make payments when due to subcontractors or suppliers for materials or labor; (3) failure to maintain adequate progress in the Work; (4) damage to another contractor; or (5) any other material breach of this Agreement. Amounts withheld shall not be considered due and shall not be paid until the ground(s) for withholding payment have been remedied. Page 3 Contract #25463 Encumbrance #S003681 E. Payments. The District shall pay City one hundred percent (100 %) of each approved invoice. F. Release. Upon the satisfactory completion of the Work, the District will provide a written statement to the City accepting all deliverables. Acceptance of the final payment shall be considered as a release in full of all claims against the District, or any of its members, agents, and employees, arising from or by reason of the Work done and materials furnished hereunder. ARTICLE IV - LIABILITY AND INSURANCE A. Each party to the Agreement is responsible for all personal injury and property damage attributable to the negligent acts or omissions of that party and the officers, employees, and agents thereof. In addition, each party is subject to the provisions of section 768.28, Fla. Stat., as amended. Nothing in this Agreement shall be construed as a waiver of sovereign immunity by any party hereto. B. Each party shall also acquire and maintain throughout the term of this Agreement such general liability, automobile insurance, and workers' compensation insurance as required by their current rules and regulations. ARTICLE V - FUNDING CONTINGENCY This Agreement is contingent upon funding in succeeding years, which may include a single source or multiple sources, including, but not limited to: (1) revenues appropriated by the District's Governing Board in its sole discretion and judgment for each succeeding year; (2) annual appropriations by the Florida Legislature, or (3) appropriations from other agencies or funding sources. Should the Work • provided for hereunder not be approved, in whole or in part, for funding in succeeding years, the District shall so notify City in writing as soon as possible, and this Agreement shall be deemed terminated for convenience in accordance with GC — TERMINATION FOR CONVENIENCE five (5) days after receipt of such notice, or within such additional time as the District may allow. In addition, should the District become aware that funding for the Project in succeeding years may be eliminated or reduced, the District shall notify the City in writing at such time the District becomes aware of this funding situation, and the parties agree to evaluate whether the funding will be available to complete the Work. Nothing herein shall be construed as requiring the City to complete the Work required by this Agreement if the District is unable to fund the cost of Work as originally intended by the parties. ARTICLE VI - PROJECT MANAGEMENT A. Project Managers. The Project Managers shall be responsible for overall coordination, oversight, and management of the Work. The parties agree to the following persons being designated as Project Manager: DISTRICT CITY Regina Morse, Project Manager Brian Fields, Project Manager St. Johns River Water Management District City of Winger Springs 4049 Reid Street 1126 East SR 434 Palatka, Florida 32177 Winter Springs, Fl 32708 Office: (386) 329 -4819 Office: (407) 327 -7597 E -mail: rmorse @sjrwmd.com E -mail: bfields @winterspringsfl.org Page 4 Contract #25463 Encumbrance #5003681 B. District Project Manager. The District's Project Manager shall have sole and complete responsibility to transmit instructions, receive information, and communicate District policies and decisions regarding all matters pertinent to performance of the Work. The District's Project Manager shall have the authority to approve minor deviations in the Work that do not affect the Total Compensation or the Completion Date. The District's Project Manager and, as appropriate, other District employees, shall meet with the City when necessary in the District's judgment to provide decisions regarding performance of the Work, as well as to review and comment on reports. C. Change in Project Manager. Either party to this Agreement may change its project manager by providing not less than three (3) working days prior written notice of the change to the other party. The District reserves the right to request the City to replace its project manager if said manager is unable to carry the Work forward in a competent manner or fails to follow instructions or the specifications, or for other reasonable cause. D. Supervision. City shall provide efficient supervision of the Work, using its best skill and attention. E. Notices. All notices to each party shall be in writing and shall be either hand - delivered or sent via U.S. certified mail to the respective party's project manager at the names and addresses specified above. All notices shall be considered delivered upon receipt. Should either party change its address, written notice of the new address shall be sent to the other parties within five (5) business days. Except as otherwise provided herein, notices may be sent via e-mail or fax, which shall be deemed delivered on the date transmitted and received. ARTICLE VII - TERMINATIONS • A. Termination for Default. This Agreement may be terminated in writing by either party in the event of substantial failure by the other party to fulfill its obligations under this Agreement through no fault of the terminating party, provided that no termination may be effected unless the other party is given: (1) not less than ten (10) calendar days written notice delivered by certified mail, return receipt requested, and (2) an opportunity to consult with the other party prior to termination and remedy the default. B. Termination for Convenience. This Agreement may be terminated in whole or in part in writing by the District, provided the City is given: (1) not less than thirty (30) calendar days written notice by certified mail, return receipt requested, of intent to terminate, and (2) an opportunity for consultation prior to termination. C. If termination for the City's default is effected by the District, any payment due to the City at the time of termination shall be adjusted to cover any additional out -of- pocket costs to the District because of the City's default. If termination for the District's default is effected by the City, or if termination for convenience is effected by the District, an equitable adjustment shall provide for payment of all services, materials, and costs, including prior commitment incurred by the City, up to the termination date. D. Upon receipt of a termination action under paragraphs "A" or `B" above, the City shall: 1. Promptly discontinue all affected work (unless the notice directs otherwise), and Page 5 Contract #25463 Encumbrance #S003681 2. deliver or otherwise make available all data, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by the City in performing this Agreement, whether completed or in process. E. If, after termination for failure of the City to fulfill contractual obligations, it is determined that the City had not failed to fulfill contractual obligations, the termination shall be deemed to have been for the convenience of District. In such event, the adjustment of compensation shall be made as provided in Paragraph "C" of this section. ARTICLE VIII - MISCELLANEOUS PROVISIONS A. Assignment and Subcontracts. City shall not assign this Agreement, or any monies due hereunder, without the prior written consent of the District. City shall be responsible for the fulfillment of all work elements included in any subcontracts and shall be responsible for the payment of all monies due under any subcontract. City shall be as fully responsible to the District for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as it is for its own acts and omissions. City shall hold the District harmless from any liability or damages arising under or from any subcontract to the extent allowed by law. B. Attorney's Fees. In the event of any legal or administrative proceedings arising from or related to this Agreement, including appeals, each party shall bear its own attorney's fees. C. Audit: Access to Records. City agrees that the District or its duly authorized representatives shall, until the expiration of three (3) years after expenditure of funds hereunder, have access to examine any of the City's books, documents, papers, and other records involving transactions related to this Agreement. City shall preserve all such records for a period of not less than three (3) years. Payment(s) made hereunder shall be reduced for amounts charged that are found on the basis of audit examination not to constitute allowable costs. City shall refund any such reduction of payments. All required records shall be maintained until an audit has been completed and all questions arising from it are resolved. City will provide proper facilities for access to and inspection of all required records. D. Civil Rights. Pursuant to chapter 760, Fla. Stat., the City shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin, age, handicap, or marital status. E. Conflicting Provisions. If any provision hereof is found to be in conflict with the General Conditions, Special Conditions, or any attachments hereto, the terms in the body of this Agreement shall prevail. F. Construction of Agreement. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both parties, have contributed substantially and materially to the preparation hereof. G. Diversity. The District is committed to the opportunity for diversity in the performance of all procurements, and encourages its prime vendors (contractors and suppliers) to make good faith efforts to ensure that women and minority-owned business enterprises (W/MBE) are given the opportunity for maximum participation, as the second- and lower -tier participants. The District Page 6 . Contract #25463 Encumbrance #S00368 1 will assist its vendors (contractors and suppliers) by sharing information on W/MBEs to encourage their participation. H. Entire Agreement. This Agreement, upon execution by the City and the District, constitutes the entire agreement of the parties. The parties are not bound by any stipulations, representations, agreements, or promises, oral or otherwise, not printed or inserted herein. City agrees that no representations have been made by the District to induce the City to enter into this Agreement other than as expressly stated herein. This Agreement cannot be changed orally or by any means other than written amendments referencing this Agreement and signed by all parties. FLORIDA SINGLE AUDIT ACT. (a) Applicability. The Florida Single Audit Act (FSAA), section 215.97, Fla. Stat., applies to all sub - recipients of state financial assistance, as defined in section 215.97(1)(q), Fla. Stat., awarded by the District through a project or program that is funded, in whole or in part, through state financial assistance to the District. In the event Recipient expends a total amount of state financial assistance equal to or in excess of $500,000 in any fiscal year of such Recipient, Recipient must have .a state:, single or project - specific audit for such fiscal year in accordance with section 215.97, Fla. Stat.; applicable rules of the Department of Financial Services; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for - profit organizations), Rules of the Auditor General. In determining the state financial assistance expended in its fiscal year, Recipient shall consider all sources of state financial assistance, including state financial assistance received from the District, other state agencies, and other non -state entities. State financial assistance does not include Federal direct or pass - through awards and resources received by a non -state entity for Federal program matching requirements. Recipient is solely responsible for complying with the FSAA. If Recipient expends less than $500,000 in state financial assistance in its fiscal year, an audit conducted in accordance with the provisions of section 215.97, Fla. Stat., is not required. In such event, should Recipient elect to have an audit conducted in accordance with section 215.97, Fla. Stat., the cost of the audit must be paid from the non -state entity's resources (i.e., Recipient's resources obtained from other than State entities). (b) Program Information This Agreement involves the disbursement of state funding by the Florida Department of Environmental Protection in the amount of $1,700,000.00. Funding is provided under the State of Florida State - Ecosystems Management Trust ($1,253,907.00). The Florida Catalog of Financial Assistance (CSFA) number for this program is CFSA No. 37.039. Funding is also provided under the State of Florida State specific Appropriations ($446,093.00). The Florida Catalog of Financial Assistance (CSFA) number for this program is CFSA No. 37.039. (c) Additional Information. For information regarding the state program under the above CSFA number, Recipient should access the Florida Single Audit Act website located at https:// apps.fldfs.com/fsaa/catalog.aspx for assistance. The following websites may be accessed for additional information: Legislature's Website at http: / /www.leg.state.fl.us /, State of Florida's website at http: / /myflorida.com, District of Financial Services' Website at http: / /www.fldfs.com/ and the Auditor General's Website at http: / /www.myflorida.com/audgen/. Page 7 Contract #25463 Encumbrance #5003681 (d) Allowable Costs. Recipient may only charge allowable costs to this Agreement, as otherwise provided herein. Any balance of unobligated cash that have been advanced or paid that is not authorized to be retained for direct program costs in a subsequent period must be returned to the District. (e) Audit Requirements. Recipient shall ensure that the audit complies with the requirements of section 215.97(7), Fla. Stat. This includes submission of a financial reporting package as defined by section 215.97(2), Fla. Stat., and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for - profit organizations), Rules of the Auditor General. Recipient shall comply with the program requirements described in the Florida Catalog of State Financial Assistance (CSFA) [https: // apps .fldfs.com /fsaa/catalog.aspx]. The services /purposes for which the funds are to be used are included in the Statement of Work. (fj Financial Reporting. Recipient shall provide the District with a copy of any reports, management letters, or other information required to be submitted in accordance with Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for - profit organizations), Rules of the Auditor General, as applicable, .° no more than 20 days after its preparation. Recipient shall indicate the date the reporting package was delivered to Recipient in correspondence accompanying the reporting package. This information shall be directed to: St. Johns River Water Management District, Mr. Greg Rockwell, Director, Division of Financial Management, 4049 Reid Street, Palatka, FL 32117. A copy of the report shall also be provided to the Auditor General's Office at the following address: State of Florida Auditor General, Room 401, Claude Pepper Building, 111 West Madison Street, Tallahassee, Florida 32399 -1450. (g) Monitoring. In addition to reviews of audits conducted in accordance with section 215.97, F.S., as revised, monitoring procedures may include, but not be limited to, on -site visits by District staff, limited scope audits, and/or other procedures. Recipient agrees to comply and cooperate with any monitoring procedures /processes deemed appropriate by the District. In the event the District determines that a limited scope audit of Recipient is appropriate, Recipient agrees to comply with any additional instructions provided by the District to Recipient regarding such audit. Recipient agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the District's Inspector General or the state Chief Financial Officer or Auditor General. (h) Examination of Records. In addition to the District's audit rights otherwise provided for herein, Recipient shall permit the District or its designated agent, the state awarding agency, the Department of Financial Services, the state's Chief Financial Officer and the state's Auditor General to examine Recipient's financial and non - financial records to the extent necessary to monitor Recipient's use of state financial assistance and to determine whether timely and appropriate corrective actions have been taken with respect to audit findings and recommendations, which may include onsite visits and limited scope audits. (i) Records Retention. Recipient shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of five years from the date the audit report is issued, and shall allow the District, or its designee, state Chief Financial Officer, or Auditor General access to such records upon request. Recipient shall ensure that audit working papers are made available for such access for a period of three years from the date the audit report is issued, unless extended in writing by the District. Page 8 Contract #25463 Encumbrance #S003681 J. Force Majeure. Any delay or failure of either party in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of God; fire; flood; windstorm; explosion; riot; war; sabotage; terrorism; strikes; court injunction or order; federal and/or state law or regulation; order by any regulatory agency (except if such order is self - imposed); or cause or causes beyond the reasonable control of the party affected; provided that prompt notice of such delay is given by such party to the other and each of the parties hereunto shall be diligent in attempting to remove such cause or causes. If any circumstance of Force Majeure makes the Work impossible or extraordinarily dangerous or impractical to complete, either party may terminate this Agreement. K. Governing Law. This Agreement shall be construed and interpreted according to the laws of the state of Florida. L. Independent Contractor. City is an independent contractor. Neither the City nor the City's employees are employees of the District. City shall have the right to control and direct the means and methods by which the Work is accomplished. City may perform services for others, which solely utilize its facilities and do not violate any confidentiality requirements; -of this Agreement. City is solely responsible for compliance with all labor and tax laws pertaining to it, its officers, agents, and employees, and shall indemnify and hold the District harmless from any failure to comply with such laws. City's duties with respect to itself, its officers, agents, and employees, shall include, but not be limited to: (1) providing Workers' Compensation coverage for employees as required by law; (2) hiring of any employees, assistants, or subcontractors necessary for performance of the Work; (3) providing any and all employment benefits, including, but not limited to, annual leave, sick leave, paid holidays, health insurance, retirement benefits, and disability insurance; (4) payment of all federal, state and local taxes income or employment taxes, and, if the City is not a corporation, self - employment (Social Security) taxes; (5) compliance with the Fair Labor Standards Act, 29 U.S.C. §§ 201, et seq., including payment of overtime in accordance with the requirements of said Act; (6) providing employee training for all functions necessary for performance of the Work; (7) providing equipment and materials necessary to the performance of the Work; and (8) providing office or other facilities for the performance of the Work. In the event the District provides training, equipment, materials, . or facilities to meet specific District needs or otherwise facilitate performance of the Work, this shall not affect any of the City's duties hereunder or alter the City's status as an independent contractor. M. Interest of City. City certifies that no officer, agent, or employee of the District has any material interest, as defined in chapter 112, Fla. Stat., either directly or indirectly, in the business of the City to be conducted hereby, and that no such person shall have any such interest at any time during the term of this Agreement. N. Non Lobbying. Pursuant to section 216.347, Fla. Stat., as amended, the City hereby agrees that monies received from the District pursuant to this Agreement will not be used for the purpose of lobbying the Legislature or any other state agency. 0. Release of Information. Records of the City that are made or received in the course of performance of the Work may be public records that are subject to the requirements of chapter 119, Fla. Stat. In the event the City receives a request for any such records, the City shall notify the District's Project Manager within three (3) workdays of receipt of such request and prior to the release of any information. Nor shall the City publish or release any information to third parties (excluding any contractors and subcontractors hired by the City to perform the Work) Page 9 Contract #25463 Encumbrance #S003681 related to performance of this Agreement, or prepare, publish, or release any news or press release in any way related to this Agreement, without prior District review and the District's written consent. Each party reserves the right to cancel this Agreement for refusal by the other party to allow public access to all documents, papers, letters, or other material related hereto and subject to the provisions of chapter 119, Fla. Stat., as amended. P. Royalties and Patents. Unless expressly provided otherwise herein, the City shall pay all royalties and patent and license fees necessary for performance of the Work, if any, and shall defend all suits or claims for infringement of any patent rights and save and hold the District harmless from loss on account thereof, provided, however, that the District shall be responsible for all such loss when the utilization of a particular process or the product of a particular manufacturer is specified by the District. If the City at any time has information that the process or product so specified by the District is an infringement of a patent, it shall be responsible for such loss unless it promptly provides such information to the District. In which case, the District shall defend all suits or claims for infringement of any patent rights and save and hold the City harmless from loss on account of the District specifying the process or product. Q. Separate Counterparts. This Agreement may be executed in separate counterparts, which shall not affect its validity. R. Total Maximum Daily Load (TMDL) Credit. The Project design, as confirmed by the Lake Jesup Basin Management Action Plan will provide an estimated 942 pounds per year of phosphorous removal from Lake Jesup. Based on the ratio of site acquisition to construction, operating and maintenance costs, the parties agree that of the 942 pounds, 690 pounds are available for annual TMDL credit to be split by the City and its partners, and the remaining 252 pounds shall be held by the District. • S. Venue. In the event of any legal proceedings arising from or related to this Agreement, venue for such proceedings shall be in Seminole County, Florida. T. Waiver of Right to Jury Trial. In the event of any civil proceedings arising from or related to this Agreement, the City hereby consents to trial by the court and waives its right to seek a jury trial in such proceedings, provided, however, that the parties may mutually agree to a jury trial. [Signature Page Follows] Page 10 Contract #25463 Encumbrance #S003681 IN WITNESS WHEREOF, the St. Johns River Water Management District has caused this Agreement to be executed on the day and year written below in its name by its Executive Director, and the City has caused this Agreement to be executed on the day and year written below in its name by its duly authorized representatives, and, if appropriate, has caused the seal of the corporation to be attached. ST. JOHNS RIVER WATER CITY OF WINTER SPRINGS MANAGEMENT DISTRICT /i By: - � _ % By: Kirby B. Green III, Exec ve Director, or Designee Kevin L. mith, City anager Typed Name and Title Date: r/ 7 Date: 12/22/09 a APPROVED B THE OFFICE OF G RAL COUNSEL r / Attest: 0' , L. Brown, Deputy City fr J. Niego, Sr. Assistant General Counsel Typed Name and Title Documents attached: Exhibit "A" - Statement of Work Exhibit `B" - Monthly Progress Report Form Exhibit "C" - City of Winter Springs Bid Form Exhibit "D" - Project Site Plan Page 11 Contract #25463 Encumbrance #S003681 EXHIBIT "A" — STATEMENT OF WORK CONSTRUCTION AND MAINTENANCE OF THE SOLARY CANAL REGIONAL STORMWATER TREATMENT FACILITY I. INTRODUCTION and BACKGROUND One of the missions of the District as outlined in the Middle St. Johns River Basin Surface Water Improvement and Management Plan is to improve the water quality in the Lake Jesup Basin through retrofit projects. The Solary Canal Project was identified in the Basin Management & Treatment Alternatives study, prepared in 2001, as one of several high priority tributaries targeted for stormwater treatment and flood protection improvements. The 29.4 -acre project site is located within the City of Winter Springs (City) and is south of Lake Jesup, within the Solary Canal Sub - basin. The Solary Canal Sub -basin consists of approximately 1,639 acres and is one of the most developed areas of all the sub - basins located in the southern Lake Jesup basin. Currently, no treatment exists in the Solary Canal Sub -basin and no regional treatment exists on the south side of the lake. The Solary Canal flows through the Project Site and is the main conveyance system in the sub - basin. It emanates near County Road 426 and flows in a northerly direction towards Lake Jesup. The project has been a cooperative effort with the City of Winter Springs, the City of Oviedo and Seminole County. The District enters into this agreement to construct the facility with the City of Winter Springs since the 29.4 -acre project location is within the City of Winter Springs. The Solary Canal Project is the first regional project proposed for TP loading credit in the Lake Jesup Total Maximum Daily Load (TMDL) Basin Management Action Plan (BMAP). The local government partners will contribute in -kind services for the construction management, water quality monitoring, and the maintenance and operation of the completed facility. The District is a co- permittee on the project and will provide project oversight and direction as required. Planning, design, and construction bidding are complete and the project is ready for construction. Construction will require approximately nine months to complete. II. OBJECTIVE This project will reduce flooding and provide for water quality improvement. Flood reduction benefits are designed to eliminate street/yard flooding and bank overtopping for 25 -year storm events. III. SCOPE OF WORK This agreement will facilitate the construction and first year's maintenance of the Solary Canal Regional Stormwater Treatment Facility. (Refer to Exhibit "C" — City of Winter Springs Bid Form, and Exhibit "D" — Project Site Plan.) Page 12 Contract #25463 Encumbrance #S003681 IV. TASKS • Task 1 — Construction of the Solary Canal Regional Stormwater Treatment Facility. Said Facility may include, at the District's discretion, the construction of bid alternates 1, 2, and 3. All construction shall be in accordance with required permits, plans, specifications and bid documents. o Change Orders and contingencies shall require prior approval of the District's Project Manager to qualify for reimbursement. • Task 2 — Monitor water quality, maintain and operate the Solary Canal Regional Stormwater Treatment Facility V. TIMEFRAME AND DELIVERABLES Task 1 • Timeframe - Construction shall commence within ninety (90) days after the deed transferring title to the property upon which the Facility will be located from the District to the City has been recorded in the public records, and shall be complete by December 31, 2011. • Deliverables — Monthly Progress Reports (Exhibit "B")including photos and invoices for work completed and paid for. Task 2 • Timeframe — Monitoring of water quality, maintenance and operation shall commence immediately upon completion of the facility. Pond and plant maintenance costs included in the contract budget shall be reimbursed for twelve months following project completion. • Deliverables — Monthly Progress Reports (Exhibit `B ") including photos and invoices for work completed and paid for twelve months following project completion. VI. BUDGET AND COST SCHEDULE The District will reimburse the City for the cost of construction and maintenance in accordance with Exhibit "C" — City of Winter Springs Bid Form, in an amount not to exceed $1,465,739.80. In addition, the District shall reimburse the City in an additional amount not to exceed $234,260.20 for the cost of change orders and contingencies that receive the prior written approval of the District's Project manager. Authorization to increase the contract amount eligible for reimbursement above $1,465,739.80 shall be documented via a District Change Order. The total reimbursement under this agreement shall not exceed $1,700,000. Invoices shall be submitted monthly in accordance with contract provisions including all required documentation. Page 13 Contract #25463 Encumbrance #5003681 EXHIBIT `B" — MONTHLY PROGRESS REPORT FORM Contract Agreement No.: 25463 Contract Name: Agreement between the SJRWMD and City of Winter Springs For the MSJRB Solary Canal Regional Stormwater Treatment Facility Project Manager: Brian Fields 1 Telephone No.: 1 (407) 327 -7597 Monthly Reporting Period: Project Title: Solary Canal Regional Stormwater Treatment Facility Provide a summary of project accomplishments to date. (Include a comparison of actual accomplishments to the objectives established for the period. If goals were not met, provide reasons why.) Provide an update on the estimated time for completion of the project and an explanation for any anticipated delays. Provide any additional pertinent information including, when appropriate, analysis and explanation of cost overruns or high unit costs. No. 25463, Agreement Between the SJRWMD and City of Winter Springs For the MSJRB Solary Canal Regional Stormwater Treatment Facility, Exhibit B, Page 14 of 17 Page 14 Contract #25463 Encumbrance #S003681 (continued from page 1) Identify below, and attach copies of, any relevant work products being submitted for the project for this reporting period (e.g., report data sets, links to on -line photographs, etc.) Provide a project budget update, comparing the project budget to actual costs to date. Expenditures Prior to this Expenditures Budget Total Project Reporting this Reporting Project Funding Category Budget Period Period Balance This report is submitted in accordance with the reporting requirements of No. 25463, Agreement between the SJRWMD and City of Winter Springs for the MSJRB Solary Canal Regional Stormwater Treatment Facility and accurately reflects the activities and costs associated with the subject project. Signature of Project Manager Date No. 25463, Agreement Between the SJRWMD and City of Winter Springs For the MSJRB Solary Canal Regional Stormwater Treatment Facility, Exhibit B, Page 2 of 17 Page 15 Contract #25463 Encumbrance #5003681 EXHIBIT "C" — CITY OF WINTER SPRINGS BID FORM (Wal -Rose, Inc.) SOLARY CANAL REGIONAL STORMY/ATER TREATMENT AREA BID FORM ITEM NUMBER DESCRIPTION UNIT QUANTITY I UNIT PRICE TOTAL 1 MOBILIZATION LS 1 1 /•2q 65/ P ✓ Z' ,: 8 6 / , 00 2 CLEARING AND GRUBBING , AC 19 / ° 184) 3.J Q2 c . 0 0 3 SILT FENCE LF 5.800 , '70 - 4/ QQ . 00 4 ` BTORMWATERPOLLUTIONPREVENTION j LS 1 SSLb .,5 , 00 8 DEWATERJNO LS 170,30a .2 / 1La0 � ,C, � an . 00 7 FINE /FINISH GRADING 014 SLOPES SY 7,034 - 1 <r E3/3 . ,0 8 BACNEILL AND COMPACTION CY 3416 • 7Q_ _2, S It , S© 9 (POND A WETLAND PLANTINGS LS 1 / 8, 3e0 • /P, �g .00 10 SEEDING SY 25,132 ��, . 3C $ n ' 2- / 74(p , -� 11 CANAL CROSSING LS 1 G O /W. e0 C 1 /60 .00 12 SYSTEM INTAKE STRUCTURE LS 1 .�11 I , .5/ r �/�} .OD 13 CANAL OUTFALL EROSION PROTECTION LS 1 .2 © , .,(;Q ! �.. 2...0 . -�E]lJ . ) 14 POND OVERFLOW WEIR LS 1 25 O /O. ", .25 / 8 lo .0 , 16 POND DRAWDOWN STRUCTURE LS 1 )6 & 'J 1n (L 0 _ ) 2 . 16 WETLAND OVERFLOW WEIR LS 1 .221;)4412,°. 27 .. 7 7 t 8 ( B .00 / 17 WETLAND DRAWDOWN STRUCTURE LS 1 / I qi /.� / 7.ei /.� .00 18 PERIMETER CHAIN -LINK FENCE LF 4,870 _ / /, -- 1 ' • 7A r . ,5.-) .00 19 CHAIN-LINK GATE EA a 1 46.00 / / 60( . 00 - . 20 AS BUILT SURVEY AND DRAWINGS is f 1 3 / I!' L/.(,-, 5 .00 21 DUALITY CONTROL TESTING ALLOWANCE LS 1 520,000 .620,000 22 ONE -YEAR POND AND PLANTING MAINTENANCE ALLOWANCE LS ( 1 $18,000 /gyp 618,000 BASE BID PRICE (sum of lams 11 through // 22). / 7 31!, 6.91 - 80 23 _BID ALTERNATE 81 • SHEET PILE TREE WALL 11 LS 1 5 8,2 ` 7 -5A ,.247. . 00 24 MD ALTERNATE 02 • SHEET PILE TREE WALL R2 LS 1 '-f7, 847 47 8Y7 00 28 BID ALTERNATE 03 . SHEET PILE TREE. WALL e3 LS 1 47 7:' 1 47, R97. BUM OF ALTERNATE BID ITEMS 1.3 /5 /, o41 . BASE BTD PRICE PLUS ALTERNATE BID ITEMS 1-3 1 T� , ?.79. 830 Pay Rem Notes: 1 Mobaltalbn Includes bonds. psnrdts, and any required Maintenance of Traffic 2 Peering and Grnbb Irtckrdaams8 denolWon, stripping. tree Orolec8on, tree pruning, and tree removes (inckWYq shags) where shown on Me Drawings 3 Price b pa Single row of 381 fence 4 Ssomtnaer PoeutI n Prevention Includes as temporary erosion and sediment control measures requrod, except f« me set fence which la asemen pay Nam 8 Exemption price includes haul on and dispose a Includes MI Barns needed (0 perform consaudlon in the ay 10 Seeding includes Bole, 1tA811er. and seed el the pond, wetland, and e8 other disturbed areas 11 904udh concrete drive and box maven 12 blOudee system Inn** structure, bygone weir, maintenance drive, and debris screen 13 81081 as. wheel, peewees and . 43 rap 15 Muds. control Newnan end piping 17 Includes cereal akucare and piping 20 Refer to General Note 815 on Sheet G-2 for as•bulll drawing requirements 21 Conbaetor shall her• dual/Bad gedtechnk•I engineer and sofa testing lab, subject to the Owners approval, to pertonm quality control testing, as described In Earthwork nob Ng on sheet G-2. Peymena to contractor shall be tweed on Ore actual Invoked amounts from the 9e0teoell0el engineer without markup. 22 ire one-year pond and platting maintenance allowance is payable to Ms contractor In monthly Instalments of $3,C00/month for 12 -months based on ea0sfsc1ory performance of the folowing teaks: 1. Makilen*ncs Mall plantings wild* the wet pond and wetland Iroabrant area knits, ncludn9 removal end replacement of plantings in poor condition. 2. Vetter quality noMla000c. for Ole wel detention pond 3. Removal of Invasive plants and weeds within the wet pond and wetland treatment arise limits A. Remove trash from the the 5. StOns59ng a monthly report of maintenance activities performed Page 16 . Contract #25463 . Encumbrance #S003681 EXHIBIT "D" — PROJECT SITE PLAN • • 1 ■ 1 ■ I I t I ■ I ■ 11) I/WICN NNE Imianwe. COMM. 1 i A r :�` c' a.Nl■I S1l Ei.eN 11R�R■T1M i � • _ ° wuv wt�o s 1 _ I a4\ p■nowea■lusw , .. ) : ! 4 111 - � , EqJ ■I■O NIYEI■N ' r - �L.rL75 ` w NNNNEI Y f ' • f IYIE ��VI� � . l / ( r a y �� C ) I - it iti ' - - - ` r 11RMaG L�maOM l ra / I w01 7�MNA 1Y ■ . wit N■NE(� MIA MIA Moll LEECMILE =NO - - - - -- - - , 0 1 k ^ ' IIM r' '` m 119•111121110 \ MAMMA ' II 1 ' ' \ \ I�a. IN .■ T \ wAE■1NII/EI IN E I - fI 1 11 1■iErfL.A a. C a — Mlle C �M NQ■1N a ElUVMaeNaRN IC1111a « II �f�1 1. 1161 lo11 #1CrR ■ IIMNw•l1Ql�p 1 N 160 _ I E NA f■Mla.fl NN1q 1w1■I � 1 MINIEMA 1 �aM.f�AM 1NYitENNM/M1NE■INI9INNYpE■ANL s7iaaMMIOMILLIaAw MEAN f0 ■1 - OYNNOTIw1 R 110O■000 11ROMaw�OO MIMfa I�E11AIWA■ MA 7M9 MOAIOIINL a MRI■ - NN\NNINr. 11E1011■IR¢■lMAMAM IDYL EO■1■ ENM _ 11eN■M 7N R 1RM MN 1M1 OIN11 i RAW nsawstinmir � -- - aa t - V .. N�HAYIWA E M■OU1Y 1i0 U At C 1 am 1 e 1 ' ----1— I�L► .A11p [ N [ R■Y a■i � • _ 11c10�OMR071EPIR. A 01NHN. q W f! NO 101 IN AFAIFE fNM L EENE,■ NENIIIMMERCM1RYMfESAAM111El ENlN1NE1 Inn ■lArL111L �1 IOM MIEY.r. YR a se N 1■4 NI a wi■IRNNO1 arimmO ■110■1N110M■w6Mw1■RrrRMIwINR IE IEEEP ra ■/M�®YI■RRAIMNSOYMrLM! Nl7EIMAOIIL 1Y E!i NYCROAIOROII ■AA11a1111NNN1 - - `-- _ -' -1 -- a �O4AON111■I■ROIw ular 1Nona11 E N■N W .EEL TA MI NI 1 ■I IN I _ _ - „ '^"A' '� ) �11A1a 1a K M OI■ firag n ! EWII EL 114 IA MI M1 11A IN I Ig11 ' mT asmala avmala mantis eN:nna. PEN Ne gR aALINALlEINIMC1e M PIMA. 01∎WAIIE+ ES MINIM E•EiN Page 17