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HomeMy WebLinkAbout2016-116 AGREEMENT for PILOT PLANT STUDY FOR A FULL-SCALE MANAGED AQUATIC PLANT POLLUTANT REMOVAL SYSTEM THAT INCORPORATES THE BENEFICIAL USE OF HARVESTED BIOMASS THIS AGREEMENT for PROFESSIONAL SERVICES ("Agreement"), is entered into on this i ht-h day of August, 2016 by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida, ("COUNTY"), and VAN ERT, NEMOTO AND ASSOCIATES, LLC, ("Consultant"). BACKGROUND RECITALS: A. The COUNTY has selected the Consultant to provide certain professional services relating to a pilot plant study for County Public Works Stormwater Division. The pilot plant study is a precursor to the design of a full-scale managed aquatic plant stormwater treatment system. These Services are intended to help the County achieve its mission of reducing pollution of the Indian River Lagoon caused by stormwater runoff and groundwater seepage. Such Services are necessitated by federal Phase II National Pollutant Discharge Elimination System (NPDES) requirements and anticipated state requirements related to pollution discharged into the Indian River Lagoon. B. The Consultant is willing and able to perform the Services for the COUNTY on the terms and conditions set forth below; and C. The COUNTY and the Consultant wish to enter into this Agreement for the Consultant's Services for the Project. 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. GENERAL 1.1 All professional services provided by the Consultant for the COUNTY shall be performed in a timely, efficient, cost effective manner, and in accordance with the current professional standards of the applicable discipline. 1.2 Services that would increase, decrease, or which are otherwise outside the Scope of Services or level of effort contemplated herein shall be Services for which the Consultant must obtain the prior written approval of the COUNTY as provided by this Agreement. All terms for the performance of such Services must be agreed upon in a written document prior to any deviation from the terms herein, and when properly 1 CAUsers\lclarkWppData\LocalWticrosoft\Windows\Temporary Internet Files\Content.Outlook\5SOPSUIL\MAPS Agreement.doc authorized and executed by both the Consultant and the COUNTY shall become an amendment to this Agreement. 1.3 A schedule of current hourly billing rates is set forth in Exhibit 1 attached to this Agreement and made a part hereof by this reference. These hourly billing rates will remain effective for the duration of this Agreement. 1.4 The Background Recitals are true and correct and form a material part of this Agreement. 2. SCOPE OF SERVICES 2.1 This Project involves the design, construction, and operation of a pilot plant study whose critical function is to develop final design data to be used by the County to design a full-scale Managed Aquatic Plant stormwater/groundwater seepage pollution removal system. The water source will be the Indian River Farms Water Control District's (IRFWCD) North Relief Canal. The full-scale system will be designed to remove a minimum of 4,000 pounds total phosphorus per year and a minimum of 20,700 pounds of total nitrogen per year from North Relief Canal water. The Project's required end products are a recommended Managed Aquatic Plant System treatment process and final design parameters for the recommended process. 2.2 A detailed Scope of Services is presented in Exhibit 2 attached to this Agreement and made a part hereof by this reference. 3. COUNTY OBLIGATIONS 3.1 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 drawings, surveys, right-of-way maps, and other documents in the possession of the COUNTY pertinent to this Project. 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. 3.2 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 the timely written request of Consultant to COUNTY. 3.3 The COUNTY shall promptly execute and pay for all permit applications necessary to the Project. 3.4 The COUNTY shall examine any and all studies, reports, sketches, drawings, specifications, proposals and other documents presented by the Consultant, and render, in writing, decisions pertaining thereto within a reasonable time. 2 CAUsers\Matt Van Ert\DesktopURC_VEN_AS RB_Project\Budget and sow\sow and Budget Revision Aug2016WAPS Agreement.doc 3.5 Approval by the COUNTY of any of the Consultant's Work, including but not limited to analysis, drawings, design parameters and specifications, written reports, or any work products of any nature whatsoever furnished hereunder, shall not in any way relieve the Consultant of responsibility for the technical accuracy and adequacy of the work. Neither the COUNTY's review, approval or acceptance of, or payment for, any of the Services furnished under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. The Consultant shall be and remain liable in accordance with all applicable laws for all damages to the COUNTY caused by the negligent performance by the Consultant of any of the Services furnished under this Agreement 3.6 The COUNTY will appoint a Project Manager for the specific Services in connection with this project. The Project Manager shall: (a) act as the COUNTY's agent with,respect to the Services rendered hereunder; (b) transmit instructions to and receive information from the Consultant; (c) communicate the COUNTY's policies and decisions to the Consultant regarding the Services; and (d) determine, initially, whether the Consultant is fulfilling its duties, responsibilities, and obligations hereunder. The COUNTY's Project Manager is W Keith McCully, P.E., 772-226-1562, kmccully fircgov.com. 3.7 The COUNTY shall give prompt written notice to the Consultant whenever the COUNTY observes or otherwise becomes aware of any development that affects the timing or delivery of the Consultant's Services. If the Consultant has been delayed In completing its Services through no fault or negligence of either the Consultant or any sub-consultant, and, as a result, will be unable to perform fully and satisfactorily under the provisions of this Agreement, then the Consultant shall promptly notify the Project Manager. -In the COUNTY's sole discretion, and upon the submission to the COUNTY of evidence of the causes of the delay, the Agreement shall be modified in writing as set forth herein, subject to the COUNTY'S rights to change, terminate, or stop any or all of the Services at any time In accordance with this Agreement. 38 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. 4. RESPONSIBILITIES OF THE CONSULTANT 4.1 The Consultant agrees to perform all necessary professional services in connection with the referenced Scope of Services. 3 C-\Users\Matt Van Ert\Desktop\IRC_VEN_AS_RB_Project\Budget and sow\sow and Budget Revision Aug2016\MAPS Agreement.doc 4.2 The Consultant agrees to complete the Project within the time frame specified herein, recognizing that certain conditions as discussed in paragraph 3.8 may necessitate written and mutually agreed upon modifications to this Agreement. 4.3 The Consultant will maintain an adequate staff of qualified personnel. 4.4 The Consultant will comply with all present federal, state, and local laws, rules, regulations, policies, codes, and guidelines applicable to the Services performed under this Agreement. 4.5 The Consultant, as a part of the consideration hereof, does hereby covenant and agree that: (1) in connection with the furnishing of Services to the COUNTY hereunder, no person shall be excluded from participation in, denied the benefits of, or otherwise subjected to discrimination in regard to the services to be performed by Consultant under this Agreement on the grounds of such person's race, color, creed, national origin, religion, physical, disability, age or sex; and (2) the Consultant shall comply with all existing requirements concerning discrimination imposed by any and all applicable local, state, and federal rules, regulations, or guidelines, as such rules, regulations, or guidelines may be from time to time amended. 4.6 The Consultant shall, during the entire term of this Agreement, procure and keep in full force, effect, and good standing any and all necessary licenses, registrations, certificates, permits, and any and all other authorizations as are required by local, state, or federal law, in order for the Consultant to render its Services as described in this Agreement. The Consultant shall also require all sub-consultants to comply by contract with the provisions of this section. 4.7 The Consultant will help prepare all necessary sketches and completed application forms to accompany the COUNTY's applications for any required federal, state, or local permits. The Consultant will reply, in writing, to all regulatory agencies' requests for additional information related to a permit application. The Consultant will document all meetings, conversations, etc. with permitting agencies. The Consultant will provide the COUNTY with copies of all permit applications, including attachments, and all related correspondence. The Consultant acknowledges that preparation of all applicable permits for the COUNTY's submittal to regulatory agencies, and the Consultant's written responses to all regulatory agencies' questions until the permit is issued or denied, are included within the scope of basic compensation in this Agreement. No additional service work related to permitting will be approved for any reason, except in the case where new permitting requirements become effective after the effective date of this Agreement. 4.8 The Consultant will cooperate fully with the COUNTY in order that all phases of the Work may be properly scheduled and coordinated. 4.9 The Consultant shall report the status of the Services under this Agreement to the County Project Manager upon request and hold all work products 4 CAUserswatt van Ert\DesktopURC_VEN_AS_RB_Project\Budget and SOVIASOw and Budget Revision Aug2016\MAPS Agreement.doc open to the inspection of the County Project Manager or his authorized agent at any time, upon reasonable request. 4.10 The Consultant agrees to maintain complete and accurate books and records ("Books"), in accordance with sound accounting principles and standards for all Services, costs, and expenditures under this Agreement. The Books shall identify the Services rendered during each month of the Agreement and the date and type of each Project-related expense. The COUNTY shall have the right, at any reasonable time and through any of its designated agents or representatives, to inspect and audit the Books for the purpose of verifying the accuracy of any invoice. The Consultant shall retain the Books, and make them available to the COUNTY as specified above, until the later of three (3) years after the date of termination of this Agreement, or such longer time if required by any federal, state, or other governmental law, regulation, or grant requirement. 4.11 The Consultant shall not assignor transfer any work under this Agreement without the prior written consent of the COUNTY. When applicable and upon receipt of such consent from the COUNTY, the Consultant shall cause the names of the transferee firms responsible for the major portions of each separate specialty of the work to be inserted on the reports or other data. 5. TIME FOR COMPLETION 5.1 Time is of the essence for this Work. Complete all Work in an expeditious manner and within the timeframes set forth in Exhibit 2. 6. COMPENSATION -6.1 The COUNTY agrees to pay and the CONSULTANT agrees to accept, a total lump sum fee of$148,935 for Tasks 1 through 4 as set forth on Table A3 in Exhibit 2. Additional services shall be performed at the hourly rates as set forth in this Agreement or at negotiated prices. 6.2 Partial Payments: The COUNTY shall make monthly partial payments to the CONSULTANT for all authorized work pertaining directly to this project performed during the previous calendar month. The CONSULTANT shall submit invoices monthly for services performed and expenses incurred pursuant to this Agreement during the prior month. 6.2.1 The CONSULTANT shall submit duly certified invoices in duplicate to the Project Manager. For lump sum line items, the amount submitted shall be the prorated amount due for all work performed to date under this phase, determined by applying the percentage of the work completed as certified by the CONSULTANT, to the total due for this phase of the work. For time and material line items, the amount submitted shall be based on the actual hours worked and expenses incurred for the billing period. 5 C-\Users\Matt Van Ert\Desktop\IRC_VEN AS_RB_Project\Budget and SOW\SOW and Budget Revision Aug2016\MAPS Agreement.doc 6.2.2 The amount of the partial payment due the CONSULTANT for the work performed to date under these phases shall be an amount calculated in accordance with the previous paragraph and less previous payments. Per F.S. 218.74(2), the COUNTY will pay approved invoices on or before the forty-fifth day after the COUNTY receives the CONSULTANT's invoice. 6.3 Invoices shall be in detail sufficient for proper prepayment and post payment audit. Upon submittal of a proper invoice, the Project Manager will determine if the tasks or portions thereof have been satisfactorily completed. Upon a determination of satisfactory completion, the County Project Manager will authorize payment. 6.4 The COUNTY shall make direct payment of all permit fees paid to regulatory agencies for approvals directly attributable to the Services under the Project. 6.5 The COUNTY may at any time notify the Consultant of requested changes to the Scope of Services, and thereupon the COUNTY and the Consultant shall execute a mutually agreeable written amendment to this Agreement. 6.6 The COUNTY shall have the sole right to reduce or eliminate, in whole or in part, any portion of the Services under this Agreement at any time and for any reason, upon written notice to the Consultant specifying the nature and extent of the reduction. In such event, the Consultant shall be paid for the Services already performed and also for the Services remaining to be done and not reduced or eliminated, upon submission of invoices as set forth in this Agreement. 6.7 The COUNTY may, at any time and for any reason, direct the Consultant to suspend Services, in whole or in part under this Agreement. Such direction shall be in writing, and shall specify the period during which Services shall be stopped. The Consultant shall resume its Services upon the date specified, or upon such other date as the COUNTY may thereafter specify in writing. Where the COUNTY has suspended the Services under this Agreement for a period in excess of six (6) months, the compensation of Consultant for such suspended Services may be subject to modification. The period during which the Services are stopped by the COUNTY shall be added to the time of performance of this Agreement. 7. ADDITIONAL WORK 7.1 If services in addition to the Services provided hereunder are required or desired by the County in connection with the Project, the COUNTY may, at the sole option of the COUNTY: separately obtain same outside of this Agreement; or request the Consultant to provide, either directly by the Consultant or by a sub-consultant, such additional services by a written amendment to this Agreement. 8. INSURANCE AND INDEMNIFICATION 6 C-\Users\Matt Van Ert\DesktopURC_VEN_AS_RB_Project\Budget and SOW\SOW and Budget Revision Aug2016WIAPS Agreement.doc 8.1 The Consultant shall not commence work on this Agreement until it has obtained all insurance required under this Agreement and such insurance has been approved by the County's Risk Manager. 8.2 Consultant shall procure and maintain, for the duration of this Agreement, the minimum insurance coverage as set forth herein. The cost of such insurance shall be included in the Consultant's fee: 8.2.1. Workers' Compensation and Employer's Liability Insurance. Statutory requirements for worker's compensation and employer's liability of $100,000 each accident, $500,000 disease policy limit, and $100,000 disease each employee. 8.2.2 Business Automobile Insurance. This coverage shall include owned, hired and non-owned vehicles at a minimum combined single limit of $300,000 per occurrence. 8.2.3 General Liability Insurance. Commercial general liability coverage, including contractual liability and independent contractor, with a minimum combined single limit of$300,000 per occurrence. 8.2.4 Professional Liability. Professional liability insurance at a minimum limit of $1,000,000. 8.2.5 Consultant agrees to provide the insurance required, written by a carrier licensed to do business in Florida. The insurance company selected shall be rated A- VII or better, per the Best's Key Rating Guide. 8.2.6 Indian River County and Indian River Water Control District must be added as an additional insured on all policies described above. The certified policies of insurance shall be submitted to the Risk Manager for Indian River County ten (10) days prior to the commencement of any work under the Agreement. A certificate of insurance will be provided to the Risk Manager for review and approval. The certificate shall provide for Indian River County and Indian River Farms Water Control District to be named as additionally insured for Business Automobile Insurance and General Liability Insurance for work under the Agreement. 8.2.7 The COUNTY shall be given thirty (30) days written notification of intent to cancel or modification of any stipulated insurance. Insurance coverage shall be written on an occurrence basis with a company licensed to do business in the State of Florida. 8.2.8 Consultant shall include all sub-consultants as insured under its policies or shall furnish separate certificates and endorsements for each sub-consultant. All coverages for sub-consultants shall be subject to all of the requirements stated herein. 8.2.9 The COUNTY, by and through its Risk Manager, reserves the right periodically to review any and all policies of insurance and reasonably to adjust the 7 CAUsers\Matt Van Ert\Desktop\IRC_VEN_AS_RB_Project\Budget and SOW\SOw and Budget Revision Aug2016WIAPS Agreement.doc limits of coverage required hereunder, from time to time throughout the term of this Agreement. In such event, the COUNTY shall provide the Consultant with separate written notice of such adjusted limits and Consultant shall comply within thirty (30) days of receipt thereof. The failure by Consultant to provide such additional coverage shall constitute a default by Consultant and shall be grounds for termination of this Agreement by the COUNTY. 9. HOLD HARMLESS CLAUSE 9.1 The Consultant agrees to defend, hold harmless, and indemnify the County and its commissioners, officers, employees and agents from all suits, actions, claims or liabilities of any kind whatsoever (including reasonable attorney fees) arising out of or relating to in any way to any negligence, intentional misconduct, breach of contract or breach of applicable law by the Consultant or its employees, or any other person or entity performing work under the contract on behalf of the Consultant. 10. TERMINATION 10:1-- This Agreement may be terminated: (a) by the COUNTY, for any reason, upon thirty (30) days' prior written notice to the Consultant; or (b) by the Consultant, for any reason, upon thirty (30) days' prior written notice to the COUNTY; or (c) by the mutual Agreement of the parties; or d) as may otherwise be provided below. In the event of the termination of this Agreement, any liability of one party to the other arising out of any Services rendered, or for any act or event occurring prior to the termination, shall not be terminated or released. 10.2 In the event of termination by the COUNTY, the COUNTY's sole obligation to the Consultant shall be payment for those portions of satisfactorily completed work previously authorized in this Agreement. Such payment shall be determined on the basis of the hours of work performed by the Consultant, or the percentage of work complete as estimated by the Consultant and agreed upon by the COUNTY up to the time of termination. In the event of such termination, the COUNTY may, without penalty or other obligation to the Consultant, elect to employ other persons to perform the same or similar services. 10.3 The obligation to provide services under this Agreement may be terminated by either party upon seven (7) days prior written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement through no fault of the terminating party. 10.4 In the event that1he Consultant merges with another company, becomes a subsidiary of, or makes any other substantial change in structure, the COUNTY reserves the right to terminate this Agreement in accordance with its terms. 8 C:\Users\Matt Van Ert\Desktop\IRC_VEN AS_RB_Project\Budget and SOW\SOW and Budget Revision Aug2016WIAPS Agreement.doc 10.5 In the event of termination of this Agreement, the Consultant agrees to surrender any and all documents prepared by the Consultant for the COUNTY in connection with this Agreement. 10.6 The COUNTY may terminate this Agreement for refusal by the Consultant to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119 Florida Statutes and made or received by the Consultant in conjunction with this Agreement. 10.7 The COUNTY may terminate this Agreement in whole or in part if the Consultant submits a false invoice to the COUNTY. 11. TRUTH-IN-NEGOTIATION CERTIFICATE; CONTINGENCY FEES 11.1 Execution of this Agreement by the Consultant shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement are accurate, complete and current as of the date of the Agreement and no higher than those charged the Consultants most favored customer for the same or substantially similar service. The wage rates and costs shall be adjusted to exclude any significant sums should the COUNTY determine that the wage rates and costs were increased due to inaccurate, incomplete or noncurrent wage rates or due to inaccurate representations of fees paid to outside consultants. The COUNTY shall exercise its rights under this "Certificate" within one (1) year following final payment. COUNTY has the authority and right to audit Consultant's records under this provision. The COUNTY does not hereby waive any other right it may have pursuant to Section 287.055, Florida Statutes, as it may be from time-to-time amended. 11.2 The Consultant warrants that it has not employed or retained any company or person other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person other than a bona fide employee working solely for the Consultant any fee, commission, percentage fee, gifts or any other considerations, contingent upon or resulting from the award or making of this contract. For breach of violation of this provision, the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 12. MISCELLANOUS PROVISIONS 12.1 Independent Contractor. It is specifically understood and acknowledged by the parties hereto that the Consultant or employees_ or sub-consultants of the Consultant are in no way to be considered employees, of the COUNTY, but are independent contractors performing solely under the terms of the Agreement and not otherwise. 9 C-\Users\Matt Van Ert\Desktop\IRC_VEN_AS_RB_Project\Budget and somsow and Budget Revision Aug2016\MAPS Agreement.doc" 12.2 Merger; Modification. This Agreement incorporates and includes all prior and contemporaneous negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings of any nature whatsoever concerning the subject matter of the Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior or contemporaneous representations or agreements, whether oral or written. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by the Consultant and the COUNTY. 12.3 Governing Law; Venue. This Agreement, including all attachments hereto, shall be construed according to the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida. 12.4 Remedies; No Waiver. All remedies provided in this Agreement shall be deemed cumulative and additional, and not in lieu or exclusive of each other or of any other remedy--available to either party, at law or in equity. Each right, power and remedy of the parties provided for in this Agreement shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise. The failure of either party to insist upon compliance by the other party with any obligation, or exercise any remedy, does not waive the right to so in the event of a continuing or subsequent delinquency or default. A party's waver of one or more defaults does not constitute a waver of any other delinquency or default. If any legal action or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, each party shall bear its own costs. 12.5 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable for the remainder of this Agreement, then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by, law. 12.6 Availability of Funds. The obligations of the COUNTY under this Agreement are subject to the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian River County. 12.7 No Pledge of Credit. The Consultant shall not pledge the COUNTY's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. 10 C:\users\matt Van Ert\Desktop\IRC_VEN_AS_RB_Project\Budget and SOW\SOW and Budget Revision Aug2016\MAPS Agniement.doc ' 12.8 Public Records. The Consultant shall comply with the provisions of Chapter 119, Florida Statutes (Public Records Law) in connection with this Agreement. 12.9 Notices: Any notice, request, demand, consent, approval, or other communication required or permitted by this Agreement shall be given or made in writing and shall be served, as elected by the parry giving such notice, by any of the following methods: (a) Hand delivery to the other party; (b) Delivery by commercial overnight courier service; or (c) Mailed by registered or certified mail (postage prepaid), return receipt requested at the addresses of the parties shown below: Coun Indian River County Attn: Keith McCully, P.E. 1801 27th Street Vero Beach, FL 32960 Consultant: Van Ert, Nemato and Associates, LLC Attn: Dr. Matthew Van Ert 540025 th Street SW Vero Beach, FL 32968 Notices shall be effective when received at the address as specified above. The original of the notice must additionally be mailed. Either party may change its address, for the purposes of this Section, by written notice to the other party given in accordance with the provisions of this Section. 12.10 Survival. Except as otherwise expressly provided herein, each obligation in this Agreement to be performed by Consultant shall survive the termination or expiration of this Agreement. 12.11 Construction. The headings of the Sections of this Agreement are for the purpose of convenience only, and shall not be deemed to expand, limit, or modify the provisions contained in such Sections. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party or parties may require. The parties hereby acknowledge and agree that each was properly represented by counsel (or had the opportunity to be represented by counsel) and this Agreement was negotiated and drafted at arm's-length so that the judicial rule of construction to the effect that a legal document shall be construed against the draftsperson shall be inapplicable to this Agreement 12.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy and all of which shall constitute but one and the same instrument. [The remainder of this page was left blank intentionally.] 11 C:\Users\Matt Van Ert\Desktop\IRC_VEN AS_RB_Projed\Budget and SOW\SOW and Budget Revision Aug2016WWPS Agreement.doc IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above. CONSULTANT: VAN ERT, NEMOTO AND ASSOCIATES, LLC By: Title: (/ANE NEMO-M ANn Af'Mc.^TsS, "C- BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY By: 1 �`• Bob Solari, Chairman Dated: August 16, 2016 ' Attest: Jeffrey R. Smith, Clerk of Court and Comptroller �V� By: Deputy Clerk Approve Jason E. Bro n, County Administrator MXMV= William K. Debraal, Deputy County Attorney 12 C-\Users\Matt Van Ert\Desktop\IRC_VEN_AS_RB_Project\Budget and SOMSOW and Budget Revision Aug2016\MAPS Agreement.doc Exhibit 1. Hourly rates of Personnel Involved in the Project Position Hourly Rate Scientist, PhD Level $105 Engineer, P.E. $125 Scientist, MS Level $65 Scientist, BS Level $55 Skilled Laborer 1 $30 Skilled Laborer 2 $30 Skilled Laborer 3 $30 Exhibit 2/Appendix A: Scope ofWork and Top Level Budget for Pilot Plant Study For Full-Scale Managed Aquatic Plant Pollution Removal System That Incorporates The Beneficial Use of Harvested Biomass v.08-01-2016 PRESENTED TO: PREPARED BY: W. Keith McCully, P.E. Dr. Matthew Van Ert, PhD Lead Engineer Mr. E. Allen Stewart, P.E. Indian River County Public Works Mr. Robinson Bazurto 1800 27th Street i Mr. Nicholas Sciullo Vero Beach, Florida 32960 Van Ert, Nemoto and Associates, LLC 5400 25th Street SW Vero Beach, Florida 32968 1. Background, Purpose Statement To meet Total Maximum Daily Loads (TMDLs) as defined by the Florida Department of Environmental Protection (FDEP), Indian River County (County) will evaluate managed aquatic plant systems (MAPS) to reduce Nitrogen (N) and Phosphorous (P) in waters discharged from the North Relief Canal (NRC). Although the County has used existing MAPS technologies to reduce N and P discharges in the Main and South Relief Ca- nals, the County recognizes that opportunities exist to improve upon these approaches. As a result, the County is interested in developing and testing technologies that have advantages over traditional MAPS in terms of design, performance and efficiency. Van Ert, Nemoto and Associates, LLC (VEN) will work with Indian River County to im- plement and test an innovative, low energy MAPS — a concept termed Low Energy Aquatic Plant System (LEAPSTM) - that combines cultivation of aquatic plant species with settling and oxygenation units to reduce N and P in nutrient impaired waters. Spe- cifically, VEN will design, construct, operate, monitor and optimize a pilot scale LEAPSTM on the NRC. In addition, VEN will compare then LEAPSTM performance to a non-sloped attached algae system known as a Periphytic-Epiphytic Algae Re- Oxygenation (PEARO) system. Each system will operate at a flow rate of 5 gallons per minute (total = 14,400 gallons/day). The overall goal of the project is to collect relevant data over a 12 month period to develop a preliminary design and process layout for a full-scale system that can be constructed on.the North Relief Canal; a preliminary de- sign report will be presented formally to the County. 2. Tasks and Deliverables The project will be completed in four main tasks or stages: Stage 1. Site Selection, Preliminary Water Testing, Construction of Pilot Stage 2. Pilot testing: Emergent Plant Down-Select Stage 3. Pilot testing: Optimal Plants and Parameters Stage 4. Preliminary Full Scale Design Report A detailed description and discussion of the project was initially presented in VEN's re- sponse to the Request for Qualifications (RFQ) delivered to the County on April 4, 2012 and in the first Statement of Work (SOW) delivered on June 1, 2016. However, due to permitting delays, budgetary considerations, and technical/scientific discussions with the County, we have modified the tasks/deliverables in the original SOW to include 1) an expansion of the project duration from six to twelve months, 2) a reduction in num- bers of LEAPSTM systems from four to one, 3) a reduction in floating aquatic plants species to be tested (Water Lettuce only) and 4) a reduction in the frequency of testing of select water chemistry parameters. We are confident these strategic changes will ultimately improve project focus and the applicability/predicative value of the collected data relative to the performance a full-scale LEAPSTm during year-long operations. The following is a summary of the revised tasks and deliverables for the project. Stage 1. Site Selection, Preliminary Water Testing, Construction of Pilot. In Stage 1 we will work with the County to identify appropriate sites for the pilot along the NRC and to secure the permits for construction of the pilot. To date, we have al- ready made progress on this front and worked with Indian River Farms Water Control District to identify an acceptable site and to secure a letter of support for the project from an adjacent HOA community. We will collect baseline water quality data and data on suspended and settleable solids in the NRC. A detailed breakdown of the sampling schedule and test parameters is available upon request.Sample analysis costs were calculated based on comparative quotes from two laboratories that are National Environmental Laboratory Accreditation Program (NELAP) certified. Note that we have budgeted for a percentage of quality control samples (field /equipment blanks) that meets or exceeds FDEP field quality con- trol requirements (5% of samples as per DEP-SOP-001/01). The Stage 1 data will be used to guide Stage 2 and Stage 3 pilot operations and, potentially, modifications to the pilot design (eg., flow rates, incorporation of clarifier, etc). In the Stage 1 budget, we allotted funds for a small scale lamella clarifier' to allow col- lection of a sufficient amount of suspended solids to perform a robust chemical analysis on the material. (Our preliminary spectrophotometric and Imhoff cone data suggest that we will need to pump and settle several thousand gallons of water to generate sufficient dry suspended solids for chemical analyses). An additional benefit of purchasing this unit is that it can be used as a clarifier module, as required, during Stage 2/3. During Stage 1 we will purchase equipment and materials, construct the pilot system and bring electricity to the site. Based on budgetary considerations and discussions with the County, we will be using modular tanks for pilot construction; the specific construc- tion materials and costs are available on request. The general layout of a LEAPSTM test system is illustrated in Figure Al on the next page and is similar to the designs previously described in our Proposal (page 23, Figure 213). However, we will now only operate a single LEAPSTM system that contains Water Lettuce as the floating aquatic plant; as opposed to testing multiple LEAPSTM systems with different floating aquatic plant species. This modification in scope will allow us to conserve and reallocate funds to extend the project period from six months to one year. Further, it reflects the field-reality that Water Lettuce is the overwhelmingly dominant floating plant currently in the NRC. The floating aquatic plant module for the pilot LEAPSTM test system will consist of two serial 725 gallon tanks to maximize treatment area, hydraulic detention, and solids set- tling capabilities. The next module, the periphytic, ephiphytic algae reoxygenation (PEARO) system will be constructed as described in the original Proposal. The emer- gent plant module will consist of a 725 gallon tank that incorporates 3 rows of BEEMATS floating growth structures; this will allow us to evaluate three emergent spe- cies side-by-side and gives us flexibility in plant harvesting strategies. 1 The clarifier is a LYNTEK 10 gallon per minute lamella clarifier tank(60 gallon settling tank) Figure Al. Three-dimensional rendering of the pilot configuration. Fsin,gl,e Periphytic/ Epiphytic Module Periphytic/ Epiphytic Floating Plant/Settling Module Reoxygenation Module Emergent Module N+P I pH j N+P j pH t N+P ! pH�r D.O. 4 COZt D.O. t CO21 Adjacent to the multi-staged LEAPSTM system, we will construct a non-sloped, PEARO system with an identical flow rate (Figure Al). The value of operating an attached al- gae system in parallel with the LEAPSTM system is that the County has historical expe- rience and data from operating large-scale attached algae systems. Therefore, the da- ta from the NRC PEARO system will allow comparisons of algae production and algae- based nutrient removal efficacy across sites in the county (eg., Osprey and Egret Marsh ATS® systems). Further, it will allow site-controlled, internal comparisons of wa- ter treatment efficacy between a multi-plant, multi-stage LEAPSTm and an attached al- gae platform. Although the PEARO system is an algae-based system, it has several advantages rel- ative to ATSO systems since the weir-based, non-sloped configuration is intrinsically robust and will maintain a healthy algae crop in the event that pumping is interrupted. This results in a system that is amenable to lower energy, non-continuous pumping strategies (eg, daytime pumping only), while still maintaining equivalent rates of algae growth relative to traditional sloped attached algae systems (experimentally deter- mined by VEN in side-by-side study). In addition to the materials for the construction of the pilot system itself, during Stage -1 we will have a fence and camera installed to ensure security of the site. Informative signage will be placed for safety considerations and to notify the public of the objec- tives and goals of the project (Appendix A2). Key deliverables for this stage (see Table 1) include: 1) a written confirmation that the selected pilot site is acceptable, 2) a report on the water quality and settleable solids characteristics and 3) a written report detailing the pilot site construction (pilot system, office, fence, etc) and confirmation that the pilot is operational and secured. Stage 2. Pilot Testing: Plant Down-Select. During Stage 2, the LEAPSTM pilot will be `seeded' with aquatic plants, operated and monitored for eight weeks. The updated configuration of the pilot system is presented in Figure Al and a detailed schematic of the LEAPSTM process modules are presented in the Proposal (page 29). The pilot will consists of one LEAPSTM treatment system with a floating aquatic plant module, (containing Water Lettuce), a downstream PEARO module and a final emergent plant module. An in-depth discussion of each treatment module is found in the Proposal. The main goal of Stage 2 is to evaluate the LEAP STm and PEARO system and experi- mentally identify the most efficient aquatic plant combinations/strategy. As described in the Proposal, the floating aquatic plant species selected for testing was based on our survey of the available/abundant species in the NRC; since Water Lettuce is the domi- nant floating aquatic plant species it was selected as the test plant. The emergent aquatic species to be tested in Stage 2 will be finalized in consultation with Steve Bee- man of BEEMATS, LLC (consultation is free), once Stage 1 water quality is available. Since our current data indicates a low level of suspended solids in the NRC, the float- ing aquatic plant modules are configured to also function as settling units. To measure the impacts of the settled material on floating aquatic plant health and nutrient uptake dynamics, the LEAPSTM test system will use two, serial tanks (725 gallons each) for cultivation of the Water Lettuce. The hydraulic detention time of these tanks, coupled with our current Imhoff Cone settling data, suggests the first tank will capture the vast majority, if not all, of the settleable solids. Therefore, we will be able to assess the spe- cific impacts of solids on plant health and productivity in Water Lettuce and the fate and impacts of solids on the PEARO unit. The water quality and plant tissue data in Stage 2 is critical to gauging the perfor- mance of the two treatment systems and the relative contributions of specific plants/ modules in the LEAPSTM. Our testing strategy is designed to generate comparative da- ta between the parallel treatment systems, as well as between the individual modules of the LEAPSTM (see Proposal, page 29 for sampling points). The data from Stage 2 will allow us to identify and select the most effective emergent aquatic plants for Stage 3 pilot testing. Our primary selection criteria will be based on plant heath, growth, tissue composition and bioassimilation efficiency; other factors could impact plant selection, including crop management considerations (eg., harvest- ing logistics). Biomass harvested from Stage 2 operations will be transported to VEN's farm and windrow composted. Key deliverables for this stage (see Table 1) include written confirmation of pilot start- up and a formal report at the end of the stage on species, water chemistry and treat- ment performance. In addition, the Stage 2 report will detail the rationale for the spe- cies `down-select' and the configuration for the Stage 3 pilot. Stage 3. Pilot Testing with Optimal Plants and Parameters. In Stage 3, we will se- lect the most effective emergent plants, reconfigure the LEAPSTm and PEARO test units as needed, and conduct a 40 week nutrient removal performance test of the opti- mized systems. In the RFQ, we envisioned testing, in duplicate, LEAPSTM with two most effective float- ing and emergent plant combinations (RFQ, page 29). However, to accommodate a year-long study, and to collect data on an attached algae system, we will now be oper- ating only a single LEAPSTM, with Water Lettuce in the floating plant module, and a single PEARO system. It is important to note that our experimental set-up is flexible to accommodate the County's needs and/or changes in experimental priorities that may arise during the course of the project. For example, if we fail to identify any impacts of settled solids on the floating aquatic species in Stage 2, then the two floating aquatic plant tanks could be placed in parallel to investigate different parameters to optimize treatment performance, such as measuring the impacts of crop density/harvesting fre- quency on nutrient uptake rates. On the other hand, if Stage 2 data suggests the solids have a deleterious impact on floating aquatic plants and/or algae growth, we can place the lamella clarifier unit as a pre-treatment module (as described in Stage 1). With the optimal plants in use during Stage 3, the water quality and plant tissue data will be critical to drilling down on system parameters that maximize plant health and nutrient removal performance. As with the prior Stages, we have included sufficient field and equipment blanks to meet FDEP QA/QC laboratory guidelines. All aquatic plants/algae harvested during the Stage 3 pilot study will be composted at VEN's experimental agriculture farm and pooled with compost from the Stage 2 study, as described in the Proposal. However, due to budget constraints, the testing of ma- ture compost will limited to a single composite sample and to the tests described in the US Compost Council's Seal of Testing Assurance Program, which characterizes the compost physically, chemically and biologically. Excluded from the current budget for the compost is the comparative growth testing and the herbicide/pesticide screening. Deliverables for this stage include: One page written reports on the start-up and shut down of Stage 3, weekly email updates on crop and water quality data, and a final, comprehensive report on the overall pilot study findings (see Table Al). Stage 4. Full-scale Design Report. In Stage 4, we will develop and present our rec- ommendations for a full scale system at our contract close-out meeting with the Coun- ty; the full scale system will be to designed meet the County's target removals. The Stage 4 Report, which is the sole deliverable for this Stage, will include design flow, unit process sizing and sequencing, monitoring needs, harvest system(s), product de- velopment/value assessment, and planning level capital and operating cost estimates. Table Al. Tasks and Deliverables Stage/Task Task Description Deliverables 1 Site Selection, Prelim.Water Testing, Construction 1(a) Site Selection Written email confirmation that VEN accepts site as appropriate for pilot build. 1(b) Pre-Pilot Water Quality Investigations One page report on composite and grab sample data for nutrients, metals, pathogens 1(c) Pre-Pilot Settling Studies One page report on concentration and chemi- cal composition of settable solids 1(d) Procurement and Construction One page Report with photos confirming pilot constructed, operational, and secured 2 Stage 2 Pilot Testing: Plant Down- Select 2(a) Aquatic Plant Introduction/Pilot Start One page report describing collection and addition of plants and confirming pilot start 2(b) Pilot performance/Crop and Water Weekly email update on pilot status and Quality analysis of water and tissue samples; collated data delivered in Task 2c report 2(c) Report/ Presentation Comprehensive report on species, water chemistry, treatment performance, and species down-selection 3 Stage 3 Pilot Testing: Optimal Plants and Parameters 3(a) Pilot Reconfigure/Start One page report, with photos, on pilot configration, plant introduction -clarifier installation (option) 3(b) Performance Monitoring Weekly email updates on crop/water quality 3(c) Pilot Shut Down and Disassembly One page report, with photos, on final weighing of crop, removal of materials/ equipment and site restoration 3(d) Report/Presentation to County Comprehensive report and presentation summarizing the overall pilot study findings 4 Full Scale Design 4(a) Full Scale Design Report Comprehensive report on large scale system. Layout, design Flows, effluent projections, load reductions, harvest and processing plans 3. Schedule and Timeline: The schedule and timeline is illustrated in Figure A2 below. Note that days are given as calendar, rather than work days and the start date is speculative as it will ulti- mately be determined by factors outside of VEN's immediate control. Indeed, we have already experienced delays related to preliminary site selection and permit- ting. As per County requirements, the Pilot Study duration is 12 months (365 days); with an additional 2 months to complete final reports and to finalize full-scale designs. Figure A2. Project Timeline la.Site Selection M 9/1/2016-9/7/2016 io ! 1b. Water Quality y 9/1/2016-9/14/2016 th '^ F lc. Settling Studies ri 9/1/2016.9/14/2016 mSd.Procure and Construct 3 9/10/2016-10/15/2016 F: �!2a.Plant Add/Pilot start 10/15/2016-11/1/2016 2b.Pilot Performance Monitoring o c I I 11/1/2016-1/1/2017 �- 2c.Report and Pres. °D C Ll 12/15/2016-12/30/2016 i 3a.Plant downselect,clarifler } 1/1/2017-1/8/2017 o, t erfof rm e-Monitoring.. - ' 1/1/2017-9/1/2017 3d.Pilot Stop,Disassemble)9/1/2017-9/8/2017 a, E, a 3e.Data Analysis and Report 9/8/2017.10/8/2017 - twi 110/8/2017- 'LL 4a.Preliminary Full Scale Design and Report c _ 11/8/2017 E a;= i ' Day 1 i 63 125 187 249 311 373 2017 1©9/1/2016 > � 1/1/2017 9/1/2017 11 Pilot Field Project Start Plant Downselect Operations End 11/8/2017 >P Optimized Pilot Field 10i o/15f F/ield 2016 Operations Start Operation Start Prelim.Full Scale Design Projects Risks: There exist a number of scientific, budgetary and schedule-related 'risks' associated with the project. As a result, VEN recognizes that an adaptive and flexible technical and management approach is required. In the event that a major risk is realized, we will notify the County immediately and provide a clear and honest assessment of the impacts on the project. In the case that less severe risks are realized, we will notify the County and identify acceptable work-arounds to meet project deliverables and sched- ules. We recognize several obvious, inherent risks to the overall project, including: Risk 1: Site access is regulated by a third party, potentially causing schedule de- lays and unexpected costs: Site access is regulated by the Indian River Farms Wa- ter Control District (IRFWCD) and, as a result, the project schedule can be negatively impacted by delays in site selection. From a budgetary perspective the location of the pilot site poses a risk as it could cause VEN to incur unexpected costs, particularly if we are not granted access to an area that is near to an electrical supply. Mitigation 1: The main mitigation steps include: A) VEN-County agreement that the schedule for deliverables will be adjusted in the event of a long delay in site selection and an understanding that this would result in stage 2 pilot operations occurring pri- marily in fall/winter (lower growth and nutrient uptake rates) and B) a reallocation of funds and reduction in project scope to cover higher than expected electrical costs or costs incurred to install off-the-grid power (solar) to run the pilot. Risk 2: Pilot damage and project delays due to extreme weather events such as tropical storms and hurricanes. Assuming a year-long operation, we will be operat- ing during hurricane season. It is quite likely that we will experience periods of high winds and heavy rains during this period that have the potential to damage the site or interrupt pilot operations. Mitigation 2: The main mitigation steps include: A) have a concise hurricane response plan in place to respond to impending events and remove/secure all items that may be susceptible to damage and B) install overflow valves on tanks to prevent overflowing and loss of crops. Risk 3: Vandalism and/or theft at the pilot site. The areas under consideration for the pilot site are near to housing developments and are likely susceptible to incidents of vandalism and theft. Damage caused by vandalism and theft have been frequently observed by VEN team members at similar pilot facilities. Mitigation 2: The main mitigation steps are provided for in our budget and include in- stalling a fence and security camera. Additional mitigation steps will include notifying the local police and the sheriffs department as to the location of the facility. In addition to these broad risks that could impact the overall project, we also have identified some task-specific risks, as summarized in Table A2. Table A2. Stage Specific Risks and Mitigation Qin < . Coordinate with IRFWCD to suspend pump- ing during heavy periods of herbicide spray- Herbicides/Toxins/Heavy ing. Metals in water impact sys- tem, biomass quality Evaluate pre-settling/clarifiers, filtration meth- ods and/or chemical precipitation to remove toxins 1. Site selection, Increase hydraulic detention times in floating preliminary wa- Suspended solids difficult to plant modules, modify tanks with weirs to as- ter testing,con- settle, lack of settled material sist with settling struction of pilot for analysis Install clarifier prior to floating aquatic plant module. Re-allocate funds to provide renewable power Available sites distant from (solar) to power pilot. electrical connections, Unex- pected construction diffi- Reduce number of parallel test systems to culties/costs three; allocate funds to cover increased costs site y Analyze tissues to identify micronutrient defi- ciencies, adjust module order/species as re- Poor growth/health of aquatic quired. plants in modules across pilot Remove impacted modules, evaluate reduced IIII 2. Pilot Testing module treatment system I Stage 2 Y p If health is deleterious) impacted b settled ( Floating plants exhibit differ- Y ential health between serial solids, pre-settle solids with lamella clarifier i tanks (eg., plant health better/ If plant health is improved by nutrients in sol- i worse in tank with settled sol- ids, re-plumb so both.floating plant tanks re- 4 ids) _ ceive water in parallel_(not in serial)_ 'Optimal' plants show season- vaSupplement plants in impacted modules with al variability in health and nu- al removal different species; conduct'mixed' community experiments 3. Pilot Testing Modules show low/no nutrient Stage 3:Optimal removal Remove or reorder modules plants Unexpected module specific water chemistry impacts (eg , Re-order, remove or reconfigure modules effluent from emergent mod- ule is very low DO) 4. Budget The total cost for the project is $148,935. A budget, broken down by subtask, is pre- sented below in Table A3. A more highly detailed, line item budget is available on re- quest. Further information regarding how costs were calculated can be provided on request (eg., quotes, comparative pricing of water tanks, lab testing services, etc). Table A3. Subtask Level Budget Equipment Sub- Materials Subcon- task Description Lab Labor Rentals tracts TOTAL 1(a) Site Selection $0 $860 $0 $0 $860 1(b) Pre-Pilot WQ $1,572 $1,235 $7,805 $0 $10,612 1(c) Pre-Pilot Settling Study $260 $870 $700 $0 $1,830 1 (d) Procurement and Construction $0 $3,430 $15,050 $4,000 $22,480 2(a) Aquatic Plant Introduction/Start-Up $0 $1,050 $500 $0 $1,550 2(b) Stage 2 Pilot Performance Crop and WQ $6,510 $5,290 $500 $0 $12,300 2(c) Report and Presentation $0 $6,400 $200 $0 $6,600 3(a) Pilot Reconfigure and Start-Up $0 $780 $200 $0 $980 3(b) Stage 3 Performance Monitoring $21,263 $30,450 $1,500 $0 $53,213 3(c) Pilot Shut-Down and Demolition $0 $1,590 $600 $0 $2,190 3(d) Final Report and Presentation $525 $16,785 $1,500 $0 $18,810 4(a) Preliminary Engneering $0 $17,310 $200 $0 $17,510 TOTALS $30,130 $86,050 $28,755 $4,000 $148,935 5. Client (County) Responsibilities: For VEN to meet timelines and to complete deliverables on schedule and within budg- et, the county will have to fulfill certain obligations and responsibilities, these include: 1) Liaise with Indian River Farms Water Control District Personnel to provide VEN a site on the 'right of way' adjacent to the North Relief Canal. 2) Identify and secure a pilot study site that is within a reasonable distance to an elec- tricity source. If this is not possible, the county and VEN will need to work together to change the project scope and reallocate funds to either cover the funds required to provide for a 'longer distance' electrical service or to adapt the pilot unit to a re- newable power source (eg., solar with battery). 3) Agree that the deliverables and schedule will be adjusted to accommodate any de- lays in site selection. 7. Approvals: I have read the above Scope of Work and will abide by its terms and conditions. Van Ert, Nemoto and Associates, LLC Indian River County (`VEN') Name. Matthew Van Ert, Ph.D Name Title. President Title Signature: Signature Date. Date