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HomeMy WebLinkAbout2004-180C Y � / . U COST SHARE GRANT CONTRACT This Cost Share Grant Contract ( " Contract " ) entered into as of September 22 , 2004 by and between Indian River County , a political subdivision of the State of Florida , ( " County " ) and Hammond Groves , Inc . having an address of P . O . Box 3278 , Vero Beach , Florida 32964 ( " Recipient " ) . BACKGROUND RECITALS A . The County has entered into a Cost Share Agreement with the Saint Johns River Water Management District ( " District " ) for the Indian River County Citrus Best Management Practices , [ Contract # SG469AA , together with all exhibits and attachments thereto ] ( " Cost Share Agreement " ) attached hereto as Exhibit A and incorporated herein in its entirety by this reference . B . Pursuant to the terms of the Cost Share Agreement , the County may enter into contracts with eligible applicants / recipients for the purpose of partially funding and fully implementing the water quality best management practices for Indian River area citrus groves , ( " BMP " ) contemplated in the Cost Share Agreement and more specifically set forth in the Operation and Maintenance Plan and the Applicant Evaluation Review Sheet , each of which is attached hereto , collectively referenced as Exhibit B . and incorporated herein in their entirety by this reference . C . Recipient has applied to the County for a cost share grant of money ( " Grant " ) to fund , at the designated " program reimbursement rate " set forth in Exhibit A , and fully implement the BMP on the terms and conditions set forth herein . D . The County has agreed to provide the Grant funds to the Recipient to fund , at the designated " program reimbursement rate " set forth in Exhibit A , and fully implement the BMP on the terms and conditions set forth herein . NOW , THEREFORE , in accordance with the mutual covenants hereinafter contained and other good and valuable consideration , the receipt and adequacy of which are hereby acknowledged , the parties agree as follows . 1 . 0 Background Recitals . The background recitals are true and correct and form a material part of this Contract . 2 . 0 Cost Share Agreement Requirements . By signing this Contract , the Recipient acknowledges and agrees that : 1 f � ( i ) the funding source of this Contract is the Cost Share Agreement ; ( ii ) the Grant pays for only that portion of the cost of the BMP that is set forth on Exhibit B as the " Cost Share " ; ( iii ) the Recipient is solely responsible for the portion of the cost of the BMP that is set forth on Exhibit B as the " Applicant Cost " ; ( iv ) certain obligations of the County under the Cost Share Agreement will be performed by the Recipient and the County , respectively ; ( v ) the Recipient shall implement , establish , and complete the BMP by March 1 , 2005 ( vi ) upon completion of installation of the BMP , the Recipient shall certify and submit all required invoices for payment for the BMP to the Indian River Soil and Water Conservation District as agent for the County under the Cost Share Agreement , and the Indian River Soil and Water Conservation District shall submit the invoices to the County for further processing and payment ; ( vii ) the Recipient shall maintain and replace the BMP for the required maintenance period set forth in Exhibit B , and , further , specifically acknowledges that the Cost Share Agreement requires reimbursement to the District on a pro - rata basis for any Grant funding received for a BMP that is improperly maintained , removed , or destroyed before the end of the maintenance period set forth on Exhibit B ; ( viii ) the Recipient will control the land upon which the BMP is to be implemented for the time period set forth in Exhibit B and shall , upon request , provide evidence to the County demonstrating that such Recipient or the landowner , where applicable , will control the land for that period ; ( ix ) the Grant funds shall not be used to lobby the Florida Legislature , the judicial branch , or an agency of the State of Florida ; ( x ) the Recipient shall maintain adequate records fully to document the use of the Grant funds for at least three ( 3 ) years after the completion of this Contract , and the County shall have access to books , records , and documents of the Recipient in connection with the Grant funds for the purpose of inspection or audit during normal business hours at the County ' s expense , upon five ( 5 ) days prior written notice , ( xi ) the Recipient shall comply at all times with all applicable federal , state , and local laws , rules , and regulations in connection with the BMP ; 2 ( xii ) the Recipient must have all applicable permits , including , but not limited to , a County Right of Way Permit , and a Consumptive Use Permit , an Environmental Resource Permit , or an Agricultural Surface Water Management Systems Permit pursuant to applicable provisions of the Florida Administrative Code to be eligible for the Grant ; ( xiii ) the Recipient has not been placed on the State of Florida convicted vendor list kept by the Florida Department of Management Services pursuant to Florida Statutes section 287 . 133 ; ( xiv ) the Recipient is not presently debarred , suspended , proposed for debarment , declared ineligible , or voluntarily excluded from participation in this transaction by any Federal department or agency ; ( xv ) the Recipient certifies that no grant funds have been paid or will be paid , by or on behalf of the Recipient to any person for influencing or attempting to influence an officer or employee of any agency , a Member of Congress , an officer or employee of Congress , or an employee of a Member of Congress , in connection with the awarding , renewal , amending or modifying of any Federal contract , grant or cooperative agreement ; ( xvi ) if the Recipient fails to carry out the terms and conditions of this Contract , or if an audit conducted pursuant to Article XV , paragraph A of the Cost Share Agreement results in a disallowance of any costs , the County may require the Recipient to repay such amounts ; and ( xvii ) the Recipient is obligated to comply with the requirements of items h ) , i ) , j ) , and k ) of section 6 of Exhibit " C " of the Cost Share Agreement . 3 . 0 Standard Terms . This Contract is subject to the standard terms attached hereto as Exhibit C and incorporated herein in its entirety by this reference . 3 A �6 O IN WITNESS WHEREOF , the County and the Recipient have executed this Agreement as of the date first written above . RECIPIENT : llamfnAnl Crones Me . INDIAN RIVER COUNTY BOARD OF COUNTY rMMISSIONERS Signature . I , „ AA By : Title : �1'� Sldl.�Xl� Art ur R . Neub r , , Ci, an Att J . K . Ba' t Clark By / sl ` Deputy BCC approval dates • a Approved . seph Baird , C my Administrator Approved as to form nd 1 ufficiency : n E . ell Assistant County Atl rney Indian River Co . Approved Date Administrator 11 Legal Budget i �3 Risk Manager Department 4 <. V11U QL. L 7TJ VTVi [-111 ti A!! r J COST SHARE AGREEMENT BETWEEN THE ST. JOHNS RIVER WATER MANAGEMENT DISTRICT AND INDIAN RIVER COUNTY FOR INDIAN RIVER CITRUS BEST MANAGEMENT PRACTICES THIS COST SHARE AGREEMENT is entered into by and between the GOVERNING BOARD of the ST. JOHNS RIVER WATER MANAGEMENT DISTRICT ("DISTRICT"), whose address is 4049 Reid Street, Palatka. Florida 32177, and INDIAN RIVER COUNTY ("COUNTY'S, whose address is 1840 25th Street, Vero Beach, Florida 32960, WITNESSETH THAT: WHEREAS , 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 the Indian River Lagoon; and WHEREAS , DISTRICT has determined that its needs will be best served by entering into a COST SHARE AGREEMENT for services that can be provided by COUNTY. NOW TIEREFORE, in consideration of the payments here specified and which District agrees to make, COUNTY 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 Indian River Citrus Best Management Practices, Contract #SG469AA. COUNTY agrees to complete the Work in conformity with the Contract Documents and all attachments as defined herein and on file at the St. Johns River Water Management District. The Contract Documents consist of the following items, including all modifications thereof incorporated in the Documents before their execution: AGREEMENT; EX MIT "A" — Statement of Work, EXHIBIT `B " — Comptroller Contract Payment Requirements Department of Banking and Finance, Bureau of Auditing Manual ( 10/07/97) ; EXHIBIT "C" — U.S. Environmental Protection Agency ' s (EPA) Special Conditions ; and EXHHiBIT "D" — U.S . Environmental Protection Agency' s (EPA) Supplemental General Conditions; and all attachments hereto. All attachments and Contract documents are part of this AGREEMENT as fully and with the same effect as if they had been set forth at length in the body of this AGREEMENT. ARTICLE I as STATEMENT OF WORK All Work will be performed in accordance with EXHIBIT "A", STATEMENT OF WORK, entitled, "Indian River Citrus Best .Management Practices," attached hereto and by reference made a part of this AGREEMENT. ARTICLE II - SCHEDULE OF WORK AND EFFECTIVE DATE A. The effective date of this AGREEMENT shall be this 1 day of St f"t" Ofl;�'. 2003 . Be COUNTY will be required to commence work under the Contract within fifteen ( 15) calendar days after the effective date of the AGREEMENT, to prosecute the Work diligently, and to complete the entire Work for use within eighteen ( 18) months, unless the date is extended by mutual agreement of the parties hereto. Time is of the essence. Page 1 <. VI1L1Ql; l ftJV'tV71'1A , i ARTICLE III - TERM This AGREEMENT shall expire at 12: 00 midnight on the sixtieth day after the completion of the Work in accordance with the date established under ARTICLE II above. 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. ( 1997). Be If COUNTY fails to comply with any of the terms, conditions, provisions, or stipulations of this Contract, DISTRICT may avail itself of any or all remedies provided in the Contract and shall have the right and power to proceed in accordance with its provisions. co 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 . D. COUNTY hereby certifies to DISTRICT that the Work to be performed pursuant to this AGREEMENT does not and will not infringe on any patent rights. ARTICLE V as RESPONSIBILITIES OF COUNTY A. COUNTY ' s Project Manager shall be James Karl, Conservation District Coordinator, or his designee. Be COUNTY shall follow the verbal and written direction of DISTRICT' s representative assigned to the work. All work authorized may be stopped by DISTRICT' s representative at any point, which shall not result in loss of payment to COUNTY for services performed up to the time the Work has ceased in accordance with this Contract. If COUNTY fails to perform under terms of this Contract, DISTRICT may elect to have COUNTY cease work until corrections are made at no additional cost to DISTRICT and with no allowance for extension of time or to terminate if COUNTY fails or refuses to comply with the terms of this AGREEMENT. C. Independent Contractor. COUNTY is an independent contractor. Neither COUNTY nor COUNTY's employees are employees of the DISTRICT. COUNTY shall have the right to control and direct the means and methods by which the Work is accomplished. COUNTY may perform services for others , which solely utilize COUNTY's facilities and do not violate any confidentiality requirements of this AGREEMENT. COUNTY is solely responsible for compliance with all labor and tax laws pertaining to COUNTY, its officers, agents, and employees, and shall indemnify and hold DISTRICT harmless from any failure to comply with such laws . COUNTY's duties with respect to COUNTY, 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 COUNTY 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 Pa.ae 2 Contract #SG469AA 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 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 COUNTY's duties hereunder or alter COUNTY's status as an independent contractor. D. DISTRICT funding shall be supplied to COUNTY as reimbursement for completed Best Management Practices (BMP) projects up to the contract amount of $40,000. All costs above that amount necessary to complete unfinished BMP projects shall be the responsibility of COUNTY. E: COUNTY agrees to comply with EPA' s Supplemental Conditions, attached hereto and by reference made a part hereof. ARTICLE VI - RESPONSIBILITIES OF DISTRICT A. The Executive Director designates Wayne Mozo as. Project Manager for purposes of directing COUNTY and maintaining coordination and review of the work. The Project Manager shall have sole and complete responsibility to transmit instructions, receive information, approve invoices , interpret and communicate DISTRICT policies and decisions with respect to all matters pertinent to COUNTY ' s services . The Project Manager and, as appropriate, other DISTRICT employees shall meet with COUNTY as necessary to provide decisions for the duration of the Work, as well as to review and comment on interim reports . No actions outside the Statement of Work shall be initiated by COUNTY without prior written authorization of the project manager; however emergency situations requiring action within less than twenty-four (24) hours may be granted verbally by the Project Manager and followed up in writing within seventy-two (72) hours . B . DISTRICT shall be available to COUNTY to respond to questions regarding the project. C. As is further specified in this AGREEMENT, DISTRICT shall provide timely reviews of any and . all invoices and deliverables related to this AGREEMENT submitted by COUNTY. D . Upon the satisfactory completion of the Work, DISTRICT will provide a written statement to COUNTY accepting all deliverables . ARTICLE VII - DELIVERABLES A. Deliverables : COUNTY shall deliver all services, products, and deliverables as stated in the Contract. B . Reports : COUNTY shall submit quarterly reports to DISTRICT ' s Project Manager in a form approved by the Project Manager. In addition to hard copies , all written deliverables (reports, papers, analyses , etc . ) shall be submitted in machine-readable form in formats consistent with DISTRICT ' s standard software products . 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 DISTRICT ' s Project Manager and Chief Information Officer. T /1 Contract #SG469AA ARTICLE VIII - COMPENSATION A. Amount of Funding : For satisfactory performance of the Work outlined in the Contract, DISTRICT agrees to pay COUNTY a sum in the amount not to exceed $40,000, Be Invoicing Procedure: All invoices shall reference the Contract Number provided on the first page of this AGREEMENT and shall be submitted to Director, Office of Financial Management, 4049 Reid Street, Palatka, Florida 32177. COUNTY shall submit itemized quarterly invoices based upon the actual work performed by -the BMP applicants , along with copies of BMP applicants ' paid invoices , and shall bill as per the Project Budget included in EXHIBIT °`A". Invoices which do not correspond to the Project Budget will be returned to COUNTY without action. Each invoice shall be submitted in detail sufficient for a proper pre-audit and post-audit review and shall comply with the document requirements described in Comptroller Memorandum, dated October 7, 1997, attached hereto and made a part hereof as EXHIBIT 'B " to this AGREEMENT. C. Payments: DISTRICT shall pay COUNTY on a cost-reimbursable basis one hundred percent ( 100%) of each approved invoice pursuant to Chapter 218 , Fla. Stat. Payments due and unpaid under this AGREEMENT shall bear interest in accordance with Section 218 .74, Fla: Stat. D. Release : COUNTY agrees that acceptance of the final payment, shall be considered as a release in full of all claims against DISTRICT or any of its members, agents, and employees , arising out of, or by reason of, the Work done and materials furnished under this AGREEMENT. Prior to, or in conjunction with final payment, DISTRICT shall review and determine that COUNTY has fully and satisfactorily completed the required Work under this AGREEMENT. If DISTRICT determines that COUNTY has complied with the terms and conditions of this AGREEMENT, then acceptance of final payment by COUNTY shall be considered as a release in full of all claims by DISTRICT against COUNTY, or any of its members, agents and employees, arising out of, or by any reason of, the Work to be done and materials furnished under this AGREEMENT. ARTICLE IX - OWNERSHIP OF DOCUMENTS A. Pursuant to 35 USC 202-2-4, Part 401 CFR and Section 119. 07, Fla, Stat. , EPA and DISTRICT reserve a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for EPA and DISTRICT purposes : ( 1 ) The copyright in any work developed under this contract; and (2) Any rights of copyright to which COUNTY purchases ownership with funds received from this contract. Be Upon the acceptable completion of the project, DISTRICT will convey permission for COUNTY to publish the Work: DISTRICT reserves the right to review, comment, and approve the completed/final manuscript. All publications and reports must acknowledge the support of the EPA and DISTRICT with language similar to the following: 'This work funded by the United States Environmental Protection Agency ' s Indian River Lagoon National Estuary Program through the St. Johns River Water Management District. " C. Any source documents or any other documents or materials developed, secured or used in the performance of this contract shall be considered property of DISTRICT and shall be safeguarded Page 4 Contract #SG469AA by COUNTY. The original documents or materials, excluding proprietary materials, shall be provided to DISTRICT upon the expiration or termination of the contract, as outlined in the scope of work, or upon request of DISTRICT . ARTICLE X - SUBCONTRACTING A. COUNTY shall not sublet, assign, or transfer any work under this AGREEMENT without the written consent of DISTRICT . When applicable, and upon receipt of such consent in writing, COUNTY shall cause the names of the firms responsible for such portions of the work to appear on the work: B . COUNTY agrees to notify DISTRICT of all subcontracts no less than ten ( 10) calendar days prior to the effective date of the subcontracts for the purpose of approval. COUNTY agrees to provide DISTRICT with an executed copy of all subcontracts within ten ( 10) calendar days after the effective date of the subcontract. Co COUNTY agrees to be responsible for the fulfillment of all work elements included in the subcontracts and agrees to be responsible for the payment of all monies due under any subcontract and hold DISTRICT harmless from any liability or damages arising under or from any subcontract to the extent allowed by law. Nothing in this AGREEMENT shall create any contractual relationship between any subcontractor and DISTRICT. . ARTICLE XI - CHANGES IN SERVICE REQUIREMENTS DISTRICT and COUNTY may at any time, by mutual written agreement in the form of an Amendment to this AGREEMENT, make changes within the general scope of this AGREEMENT in the services or work to be provided. Neither party to this AGREEMENT shall unreasonably withhold consent to any written amendment to this AGREEMENT. ARTICLE XII - INTEREST OF COUNTY Unless .otherwise declared .in an addendum, COUNTY certifies that no officer, agent, or employee of DISTRICT has any material interest (as defined in Chapter 112, Fla. Stat. , as amended) either directly or indirectly , in the business of COUNTY to be conducted here, and that no such person shall have any such interest at any time during the term of this AGREEMENT. ARTICLE XIII - ASSIGNMENT COUNTY shall not assign the Contract or sublet it as a whole without the written consent of DISTRICT nor shall COUNTY assign any moneys due or to become due to it hereunder, without the previous written consent of DISTRICT . ARTICLE XIV - CANCELLATION Each party to this AGREEMENT reserves the right to unilaterally cancel this AGREEMENT for refusal by the other party to allow public access to all documents, papers, letters, or other material related to this AGREEMENT and subject to the provisions of Chapter 119, Fla. Stat. , as amended. Contract #SG469AA ' ARTICLE XV - AUDIT: ACCESS TO RECORDS A. COUNTY agrees that DISTRICT or its duly authorized representatives shall , until the expiration of three (3 ) years after expenditure of final funds under this AGREEMENT, have access to examine any of COUNTY' s books, documents, papers,. and records involving transactions related to this AGREEMENT. COUNTY agrees that payment(s) made under this AGREEMENT shall be subject to reduction for amounts charged which are found on the basis of audit examination not to constitute allowable costs : B . COUNTY shall refund by check, payable to DISTRICT, the amount of any reduction of payments . All required records shall be maintained until an audit has been completed and all questions arising from it are resolved or until three (3) years after completion of the Work and submission of a final invoice, whichever is later. COUNTY will provide proper facilities for access to and inspection of all required records. ARTICLE XVI - CIVIL RIGHTS Pursuant to Chapter 760, Fla. Stat. , COUNTY shall not discriminate against any employee or applicant .for employment because of race, color, religion, sex, or national origin, age, handicap or marital status . ARTICLE XVII - CONFLICTING EMPLOYMENT COUNTY agrees that at the time of execution of this Contract it has no retainer or employment AGREEMENT, oral or written, with any third party relating to any matters which adversely affect any interest or position of DISTRICT. COUNTY shall not accept during the terms of this Contract any retainer or employment from a third party whose interests appear to be conflicting or inconsistent with those of DISTRICT. Notwithstanding the foregoing paragraph, COUNTY may accept retainers from or be employed by third parties whose interests appear conflicting or inconsistent with those of DISTRICT it after full written disclosure of the facts to DISTRICT, DISTRICT determines that the apparent conflict shall not interfere with the performance of the Work by COUNTY. ARTICLE XVIII _ PRIVITY OF CONTRACT This Contract is expected to be funded with funds from EPA. Neither the United States nor any of its departments, agencies or employees is, or will be, a party to this Contract or any lower tier subcontract. This Contract is subject to regulations contained in 40 CFR, Part 33 or 31 .36, as applicable, in effect on the date of the award: ARTICLE XIX - NON-LOBBYING A. COUNTY certifies that no Federal appropriated funds have been paid or will be paid, on or after December 22, 1989, by or on behalf of COUNTY, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress , or an employee of a Member of Congress, in connection with the awarding, renewal, amending or modifying of any Federal contract, grant, or cooperative agreement. If any non- Federal funds are used for lobbying activities as described above, COUNTY shall submit a Standard Form-LLL, "Disclosure Form to Report Lobbying, " and shall file quarterly updates of any material changes . COUNTY shall require the language of this certification to be included in Page 6 Contract #SG469AA all subcontracts , and all subcontractors shall certify and disclose accordingly. COUNTY shall complete and sign a copy of the form entitled, "Certification Regarding Lobbying," attached hereto and made a part hereof to certify that no Federal appropriated funds have been paid or will be paid by or on behalf of COUNTY in relation to this AGREEMENT as stipulated above. Be Pursuant to Section 216. 347, Fla. Stat. , COUNTY hereby agrees that monies received from DISTRICT on this Contract will not be used for the purpose of lobbying the Legislature or any other state agency . ARTICLE XX - DEBARMENT AND SUSPENSION A. In accordance with Executive Order 12549, Debarment and Suspension (40 CFR 232), COUNTY shall agree and certify that neither it, nor its principals, is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency ; and, that COUNTY shall not knowingly enter into any lower tier contract, or other covered transaction, with a person who is similarly debarred or suspended from participating in this covered transaction, unless authorized in writing by EPA. Be Upon execution of this AGREEMENT by COUNTY, COUNTY shall complete and sign a copy of the form entitled, "Certification Regarding Debarment, Suspension, and Other Responsibility Matters ," attached hereto and made a part hereof. C. As required by Paragraphs A & B above, COUNTY shall include the language of this section in all subcontracts or lower tier agreements executed to support COUNTY' s work under this Contract. ARTICLE IM - AFFIRMATIVE ACTION Pursuant to Federal Laws, Regulations and Orders , and to the Cooperative Agreement of September 18 , 1992, between DISTRICT and the United States Environmental Protection Agency, COUNTY and its subcontractors at all tiers, shall take all necessary steps to assure that minority firms , women ' s business enterprises , and labor surplus area firms are used whenever possible . Affirmative steps shall include : ( 1 ) Placing qualified small and minority businesses and women ' s business enterprises on solicitation lists ; and (2) Assuring that small and minority business, and women ' s business enterprises are solicited whenever they are potential sources ; and (3 ) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business , and women' s business enterprises ; and (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women' s business enterprises ; and (5 ) Using the services and assistance of the Small Business Administration, and the Minority Business Development Agency of the Department of Commerce; and Contract #SG469AA ' (6) COUNTY shall, to the fullest extent possible, when subcontracting and/or purchasing supplies or services , award/ negotiate an amount equivalent to at least 8 % of the Contract amount to organizations owned or controlled by socially and economically disadvantaged individuals, women, and historically black colleges and universities. ARTICLE XXII - DRUG-FREE WORKPLACE In accordance with the Drug-Free Workplace Act of 1988, 40 CFR Part 32, Subpart F (P. L. 100- 690, Title V, Subtitle D). COUNTY shall agree and certify that it complies with all applicable provisions of the Drug-Free Workplace Act. COUNTY shall complete and submit the attached certification Form, "Certification Regarding Drug-Free Workplace Requirements - Grantees Other Than Individuals . " ARTICLE XXIII - ENVIRONMENTAL PROTECTION AGENCY PROVISIONS COUNTY shall comply with all applicable portions of EPA and Federal Laws, Regulations and Orders as follows : ( 1 ) General Regulations for Federal Assistance Programs, 40 CFR Part 31 , regarding uniform administrative- requirements for grants and cooperative agreements to state and local governments ; and (2) Rights to Inventions , 37 CFR Part 401 , which concerns .the rights to inventions made by non-profit organizations and small business firms under government grants , contracts, and cooperative agreements ; and (3) Use of Recycled Paper, EPA Order 1000.25, regarding the, use of recycled paper for all reports prepared as a part of this agreement; and (4) The Small Business Administration Reauthorization and Amendment Act of 1988 , Section 129 of Public Law 100-590 (SBARAA), regarding COUNTY' s utilization of small businesses located in rural areas to the maximum extent possible; and (5) The 1992 Appropriations Act, P. L. 101 -507, which includes the appropriations for the Environmental Protection Agency: Program for Utilization of Disadvantaged Business Enterprises in Procurement under Assistance Programs. (6) Executive Order 11246 of September 24, 1965, entitled, "Equal Employment . Opportunity," as amended by Executive Order 11375 of October 13 , 1967, and as supplemented in Department of Labor regulations (41 CFR Chapter 60). This item applies to all construction contracts and construction subcontracts in excess of $ 10,000. (7) Copeland "Anti-Kickback" Act ( 18 U.S . C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3) . This item applies to all contracts and subcontracts for construction and repair. (8) Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U. S . C. 327-330) as supplemented in Department of Labor regulations (29 CFR Part 5). This item applies to all construction contracts and construction subcontracts in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers. Page 8 Contract #SG469AA (9) Section 306 of the Clean air Act (42 U. S . C. 1857(h)), Section 508 of the Clean Water Act (33 U. S . C . 1368) , Executive Order 11738 , and Environmental Protection Agency regulations (40 CFR Part 15 ) . This item applies to all contracts and subcontracts in excess of $ 100,000. ( 10) Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with . the Energy Policy and Conservation Act (Public Law 94- 163 , 89 Stat. 871 ) . ( 11 ) In accordance with Section 215 of the Clean Water Act (33 U. S . C. 1251 et. Seq. ) and implementing EPA regulations, -COUNTY agrees that preference will be given to domestic construction materials by COUNTY, its subcontractors, materialmen and suppliers in the performance of this AGREEMENT. This item applies to all construction contracts and subcontracts ARTICLE XXIV as TERMINATIONS A. Termination for Default: This AGREEMENT may be terminated in whole or in part 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 for consultation with the other party prior to termination. Be Termination for Convenience : This AGREEMENT may be terminated in whole or in part in writing by either party provided that the other party is given: ( 1 ) not less than thirty (30) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate, and (2) an opportunity for consultation prior to termination. C. If termination for COUNTY 7s default is effected by DISTRICT, an equitable adjustment in the price provided for in this AGREEMENT shall be made , but ( 1 ) no amount shall be allowed for unperformed services, and (2) any payment due to COUNTY at the time of termination shall be adjusted to cover any additional costs to DISTRICT because of COUNTY ' s default. If termination for DISTRICT' s default is effected by COUNTY, or if termination for convenience is effected by DISTRICT, the equitable adjustment shall provide for payment of all services , materials , and costs, including prior commitment incurred by COUNTY up to the termination date . D . Upon receipt of a termination action under paragraphs "A" or `B " above, COUNTY shall : ( 1 ) Promptly discontinue all affected work (unless the notice directs otherwise), and ( 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 COUNTY in performing this AGREEMENT, whether completed or in process. E. Upon termination under Paragraphs "A" or ` B " above, DISTRICT may take over the work or may award another party a contract to complete the work. F. If, after termination for failure of COUNTY to fulfill contractual obligations , it is determined that COUNTY had not failed to fulfill contractual obligations , the termination shall be deemed to Contract #SG469AA 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 XXV - GOVERNING LAW This AGREEMENT shall be construed and interpreted according to the laws of the State of Florida. ARTICLE XXVI 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, DISTRICT and COUNTY, have contributed substantially and materially to the preparation hereof. ARTICLE XXVII - ENTIRE AGREEMENT This AGREEMENT upon execution by COUNTY and DISTRICT, and the contract documents constitute 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 in this AGREEMENT. COUNTY agrees that no representations have been made by DISTRICT to. induce COUNTY to enter into this AGREEMENT other than as expressly stated by this AGREEMENT. This AGREEMENT cannot be changed orally, nor by any means other than written amendments referencing this AGREEMENT and signed by -all parties . IN WITNESS WHEREOF, the ST. JOHNS RIVER WATER MANAGEMENT DISTRICT has caused this contract to be executed in its name by its Executive Director and INDIAN RIVER COUNTY has caused this contract to be executed in its name by its duly authorized representatives, and, if appropriate, has caused its seal to be attached, all on the day and year first above written. ST. JOHNS RIVER WATER INDIAN RIVER COUNTY MANAGEMENT DISTRICT � Z By By. �vrrf/ _ LL 51 Kirby B . Gree III, Ex utive Director ; L „i Kenneth R . Macht , Chairman E z Typed Name and Title UJ APPROVED BY THE OFFICE OF BCC Approved : 09 - 16 - 2003 L'�eul GENERAL COUNSEL Ai < o Stanley J. Nieg , As ' tant Ge eq& Counsel Typed Name and Title Indim Rivir Co Approved Daie Admlrt t v 0 L Legal . . .., t3udgel UJ Dept. Risk Mgr. O Page 10 �- Contract #SG469AA EXHIBIT "A" STATEMENT OF WORK Principal Investigators : James Karl , Conservation District Coordinator, Indian River Soil and Water Conservation District, 1028 20` ' Place, Suite A. Vero Beach, FL 32960 Cooperating Agencies : • United States Department of Agriculture (USDA)-Natural Resources Conservation Service, 1028 200' Place, Suite A, Vero Beach, FL 32960 • Indian River Soil and Water Conservation District (IRSWCD) , 1028 20`s Place, Suite A, Vero Beach, FL 32960 • University of Florida (UF) Institute of Food and Agricultural Sciences (IFAS) / Indian River -County Cooperative Extension Service, 1028 20`'' Place, Suite D, Vero Beach, FL 32960 Fiscal Agent : • Board of County Commissioners , Indian River County, 1840 25.`s Street, Vero Beach, FL 32960 I. INTRODUCTIONBACKGROUND : Best management practices (BMP) are those on-farm operational procedures that are designed to achieve greatest agronomic efficiency in food and fiber production, while limiting the offsite effects of agricultural operations and simultaneously maintaining an economically viable farming operation for the grower. The University of Florida (UF) , Florida Department of Agriculture and Consumer Services (FDACS) , in concert with numerous agencies and growers, worked together to compile and adopt a "living" document entitled "Water Quality/Quantity BMP' s for Indian River Area Citrus Groves". The major categories_ of emphasis in this manual are: Water Volume, Sediment Transport, Nutrients , Pesticides/Metals, and Aquatic Plants . The BMP document was created in an effort to educate the growers about the water quality problems occurring in the Indian River Lagoon (IRL) Estuary. Total maximum daily pollutant loads will be established and implemented on a prioritized schedule for each water body. This is the maximum amount of a pollutant a water body can receive and still meet water quality standards, as defined by the Federal .Clean Water Act (FCWA). Under the Florida Watershed Restoration Act, agricultural farmers -are challenged to initialize and continue implementation of BMP' s while the watershed is being monitored and evaluated. Water quality monitoring trends by St. Johns River Water Management District (DISTRICT) show ari , increasing north to south gradient of Total Phosphorus (TP) concentrations and loading which are two to three times higher in Indian River County (IRC) compared to areas in Volusia and Northern Brevard Counties . Chlorophyll a levels are also highest in the IRC segments . Total suspended solids and color also exhibit an increasing north to south gradient. II. OB TECTIVES : 1 . To increase the knowledge pertaining to citrus BMP' s and water quality issues . Contract #SG469AA 2. To increase water quality in the Indian River Lagoon (IRL) watershed. 3 . To increase the acreage of citrus BUT implementation. 4 . To reduce pollutant loads to the IRL. III. SCOPE OF WORK : 1 . In an effort to reach IRC citrus growers in a timely manner, the opportunity for cost-sharing the implementation of BMP' s will be advertised through a variety of methods (newsletters, web sites , newspaper articles , phone calls , etc .) . 2. The Indian River Soil and Water Control District (IRSWCD), The United States Department of Agriculture (USDA) Natural Resource Conservation Service (MRCS ) and the OF Institute of Food and Agricultural Sciences (IFAS) Extension staff will deliver education programs for the growers and public-at4arge pertaining to BMPs and land usage by employing a multimedia approach (i .e. , PowerPoint presentations, Coastal EnviroScape Model, etc .) . a. The staff' s of IBC ' s IFAS Program, IRSWCD, and NRCS understand that the Cost Share Funding provided for this scope of services is designated for water quality BMP improvements associated with Indian River area citrus groves. Therefore, water quality and sedimentlerosion control measures including: on site water detention/retention facilities, riser-board water control structures, sediment settling basins within ditches, soil stabilization, water furrows and sediment traps upstream of discharge pump intakes, will be , the primary focus for this work. 3 . The staff of the IRSWCD and the NRCS will meet with applicants (Indian River citrus growers) to assess their needs in respect to the program objectives. A Conservation Plan will be developed for the applicant' s property by the IRSWCD in cooperation with the NRCS . This plan will include but is not limited to nutrient management, pesticide management, irrigation water management, and technical information and design. The applicant shall agree to properly operate and maintain the BUT components for the contractual life span of the BMP practice(s). If installation is removed or destroyed before the life span has expired, the client shall repay a prorated portion of this funding to the IRSWCD to be used for another applicant. 4. Each applicant will receive the "Water Quality / Quantity BMP' s for Indian River Area Citrus Groves" manual and meet with the Water Quality Extension Agent to discuss water quality / quantity issues and answer a survey pertaining to BMP usage. Applicants will have the opportunity to view the BMP video prepared by OF / IFAS . Indian River County Citrus Cost-Share Best Management Practices (BMP) Program Procedures , 1 . Applicant meets with UF/IFAS BMP implementation team or staff at IRSWCD to receive and review the Indian River Area Citrus BMP Manual, 2. Applicant requests review or assistance from the BMP implementation team or staff at IRSWCD with completing the confidential Citrus Grower BMP Practices Checklist for each citrus grove to help evaluate existing and or needed BMP' s . (This can be done on their own if they prefer) . 3 . Complete and send to the Florida Department of Agriculture and Consumer Services (FDACS) the Notice of Intent to Implement Water Quality/Quantity BMP' s for Indian River Area Citrus Groves , in Page 12 Contract #SG469AA accordance with Florida Statute 403 . 067(7) (d) and Rule 5M-2 . 005 FAC for voluntary presumption of compliance with state water quality standards . 4. Applicant applies for BMP cost-share funding consisting of a maximum 75 % IRL/NEP funding, with balance provided by applicant. 5 . The applicant will provide preliminary design( s) prepared by either a contractor, USDA-NRCS , and / or IRSWCD . 6 . Applicant solicits cost estimate( s) based on preliminary design( s) . 7. Project cost estimate(s) will be returned to the IRSWCD for review. 8 . IRSWCD determines eligibility ranking based on cost of project/environmental benefits . 9 . IRSWCD reviews with the St. Johns River Water Management District (DISTRICT) for compliance based on their funding guidelines . 10 . The IRSWCD presents a list of projects that are in full compliance with funding guidelines to the Indian River Board of County Commissioners, 11 . Approval or disapproval of list of projects by Indian River Board of County Commissioners . 12 . Applicant signs a Conservation Application and Agreement with the Indian River Soil and Water Conservation District (IRSWCD) . 13 . A Conservation Plan, including fully developed design( s), will be prepared by IRSWCD/NRCS , before installation of practice(s) proceed(s) . 14 . Applicant/IRC, sign individual contracts to install practice( s) and agrees , through an Operation and Maintenance Plan Contract, to properly operate and maintain the BMP components for the contractual life span of the practice(s) . 15 . Applicant/contractor installs BMP(s) based on approved design( s) . Consultation with NRCS/IRSWCD staff is advised during installation process . 16 . The BMP installation must meet NRCS minimum standards and specifications before it can be certified as complete by IRSWCD/NRCS technician( s) . 17 . Applicant produces paid invoices of expenditures to IRSWCD, who submits all documentation to IRC . 18 . Applicant receives reimbursement from the County with authorization from IRSWCD . 19 . County shall submit to DISTRICT, itemized quarterly invoices based upon the actual work performed by the Applicant, accompanied by copies of Applicant ' s paid invoices , and shall bill on a cost- reimbursable basis . 20. The applicant will be required to adhere to the life span of the BMP. If it is removed or destroyed before the life span is expired, the applicant will be required to reimburse a prorated portion of the funding to the IRSWCD to be used for another applicant. IV. TASK IDENTIFICATION: 1 . Ad %, ertisement of the project via newsletters , the Internet, the media and direct phone calls . 2 . Schedule meetings with growers to discuss BMP ' s , assess the growers needs and develop a conservation plan . 3 . Establish the BMP design for each grower; prioritize each grower' s design; generate and sign contracts with each grower accepted into the program; begin project installation. 4. Deilvery of BMP and water quality/water quantity education programs to growers and the public -at- larae 5 . Generation of program final report Contract #SG469AA V. DELIVERABLES and TIME FRAMES : 1 . A list of growers receiving funding, including the amount of affected acreage and type of BMP funded will be kept on an electronic format spreadsheet. 2. Quarterly reports of accomplishments relative to educational outreach efforts . 3 . Summary Report of program expenditures, accomplishments and future recommendations ITEM COMPLETION (From Effective Date Task 1 — Advertisement of Project/Funding' , 01 , 01 , 01 , 81191664 Ile " O " 00 " o . . . 2 months Task 2 — Growers Needs Assessments/Conservation Plan . , , , . . a , months Task 3 — BMP Design, Scoring, Contracts , Installation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Task 4 — Education Programs • • • "months 1 - 18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .months 1 - 18 Task 5 — Final Report . . . " . , , * 1 , 04110 me Mae * * @ * of * @ * D101001011 * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18th month Vl. BUDGET : Cate o SJRWMD IRSWCD Total BMP Cost-Share $389000 $389000 ater Control Structures (top-over) On Site Water Retention/Detention Sediment Control IRSWCD Admin Fee- 5 % 27000 21000 In-Kind 109000 10,00 TOTAL $40 000 $ 10, 000 $50,000 Page 14 Contract #SG469AA EXHIBIT `B" Comptroller Contract Payment Requirements Department of Banking and Finance, Bureau of Auditing Manual (10/07/97) Cost Reimbursement Contracts Invoices for cost reimbursement contracts must be supported by an itemized listing of expenditures by category (salary, travel, expenses , etc.) Supporting documentation must be provided for each amount for which reimbursement is being claimed indicating that the item has been paid. Check numbers may be provided in lieu of copies of actual checks . Each piece of documentation should clearly reflect the dates of service . Only expenditures for categories in the approved contract budget should be reimbursed. Listed below are examples of types of documentation representing the minimum requirements : ( 1 ) Salaries : A payroll register or similar documentation should be submitted. The payroll register should show gross salary charges, fringe benefits, other deductions and net pay. If an individual for whom reimbursement is being claimed is paid by the hour, a document reflecting the hours worked times the rate of pay will be acceptable . (2) Fringe Benefits : Fringe Benefits should be supported by invoices showing the amount paid on behalf of the employee (e.g. , insurance premiums paid) . If the contract specifically states that fringe benefits will be based on a specified percentage rather than the actual cost of fringe benefits , then the calculation for the fringe benefits amount must be shown. Exception : Governmental entities are not required to provide check numbers or copies of checks for fringe benefits . (3) Travel: Reimbursement for travel must be in accordance with Section 112.061 , Florida Statutes, which includes submission of the claim on the approved State travel voucher or electronic means . (4) Other direct costs : Reimbursement will be made based on paid invoices/receipts. If nonexpendable property is purchased using State funds , the contract should include a provision for the transfer of the property to the State when services are terminated. Documentation must be provided to show compliance with Department of Management Services Rule 60A- 1 .017, Florida Administrative Code, regarding the requirements for contracts which include services and that provide for the contractor to purchase tangible personal property as defined in Section 273 .02, Florida Statutes, for subsequent transfer to the State . (5) In-house charges : Charges which may be of an internal nature (e.g. , postage, copies , etc .) may be reimbursed on a usage log which shows the units times the rate being charged. The rates must be reasonable . (6) Indirect costs : If the contract specifies that indirect costs will be paid based on a specified rate, then the calculation should be shown. Pursuant to 216.346, Florida Statutes , a contract between state agencies including any contract involving the State University system or the State Community College system, the agency receiving the contract or grant moneys shall charge no more than 5 percent of the total cost of the contract or grant for overhead or indirect cost or any other cost not required for the payment of direct costs . Contract #SG469AA EXHIBIT "C" EPA 's SPECIAL CONDITIONS 1 . OWNERSHIP OF DOCUMENTS Pursuant to 35 USC 202-2-4 , Part 401 CFR and Section 119 .07, Fla. Stat. , EPA and DISTRICT reserve a royalty-free, nonexclusive, and irrevocable license to reproduce , publish or otherwise use, and to authorize others to use , for EPA and DISTRICT purposes : a) The copyright in any work developed under this contract; and b) Any rights of copyright to which COUNTY purchases ownership with funds received from this contract. Upon the acceptable completion of the project, DISTRICT will convey permission for COUNTY to publish the Work. DISTRICT reserves the right to review, comment, and approve the completed/final manuscript. All publications and reports must acknowledge the support of EPA and DISTRICT with language similar to the following : "This work funded by the United States Environmental Protection Agency through the St. Johns River Water Management District, Indian River Lagoon National Estuary Program ( 100 % - $407000) . " Any source documents or any other documents or materials developed, secured or used in the performance of this contract shall be considered property of DISTRICT and shall be safeguarded by - COUNTY. The original documents or materials, excluding proprietary materials , shall be provided to DISTRICT upon the expiration or termination of the contract, as outlined in the scope of work, . or upon request of DISTRICT. 2 . PRIVITY OF CONTRACT This Contract is expected to be funded in part with funds from EPA. Neither the United States nor any of its departments , agencies or employees is , or will be, a party to this Contract or any lower tier subcontract. This Contract is subject to regulations contained in 40 CFR, Part 33 or 31 . 36 , as applicable, in effect on the date of the award. 3 . NON-LOBBYING COUNTY certifies that no Federal appropriated funds have been paid or will be paid, on or after December 22, 1989, by or on behalf of COUNTY, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress , an officer or employee of Congress , or an employee of a Member of Congress , in connection with the awarding, renewal , amending or modifying of any Federal contract, grant , or cooperative agreement. If any non -Federal funds are used for lobbying Page 16 Contract #SG469AA activities as described above , COUNTY shall submit a Standard Form-LLL, "Disclosure Form to Report Lobbying," and shall file quarterly updates of any material changes . COUNTY shall require the language of this certification to be included in all subcontracts , and all subcontractors shall certify and disclose accordingly. COUNTY shall complete and sign a copy of the form entitled, "Certification Regarding Lobbying, " attached hereto and made a part hereof to certify that no Federal appropriated funds have been paid or will be paid by or on behalf of COUNTY in relation to this AGREEMENT as stipulated above . Pursuantto Section 216 .347 , Fla, Stat. , COUNTY hereby agrees that monies received from DISTRICT on this Contract will not be used for the purpose of lobbying the Legislature or any other state agency. 4 . DEBARMENT AND SUSPENSION In accordance with Executive Order 12549 , Debarment and Suspension (40 CFR 232) , COUNTY shall agree and certify that neither it, nor its principals , is presently debarred, suspended, proposed for debarment, declared ineligible , or voluntarily excluded from participation in this transaction by any Federal department or agency ; and, that COUNTY shall not knowingly enter into any lower tier contract, or other covered transaction , with a person who is similarly debarred or suspended from participating in this covered transaction , unless authorized in writing by EPA . Upon execution of this AGREEMENT by COUNTY, COUNTY shall complete and sign a copy of the form entitled, "Certification Regarding Debarment, Suspension , and Other Responsibility Matters ," attached hereto and made a part hereof. As required by Paragraphs A & B above, COUNTY shall include the language of this section in all subcontracts or lower tier agreements executed to support COUNTY ' s work under this Contract. 5 . AFFIRMATIVE ACTION : Pursuant to Federal Laws , Regulations and Orders , and to the Cooperative Agreement of September 18 , '1992 , between DISTRICT and the United States Environmental Protection Agency (EPA) , COUNTY and its subcontractor at all tiers , shall take all necessary steps to assure that minority firms , women ' s business enterprises , and labor surplus area firms are used whenever possible . Affirmative steps shall include : a ) Placing qualified small and minority businesses and women ' s business enterprises on solicitation lists ; and Dividing total requirements , when economically feasible , into smaller tasks or quantities to permit maximum participation by small and minority business , and women ' s business enterprises ; and Contract #SG469AA c) Assuring that small and minority business , and women ' s business enterprises are solicited whenever they are potential sources ; and d) Establishing delivery schedules , where the requirement permits , which encourage participation by small and minority business , and women ' s business enterprises ; and e) Using the services and assistance of the Small Business Administration, and the Minority Business Development Agency of the Department of Commerce ; and fJ COUNTY shall , to the fullest extent possible, when subcontracting and/or purchasing supplies or services , award/. negotiate an amount equivalent to at least 8 % of the Contract amount to organizations owned or controlled by socially and economically disadvantaged individuals , women , and historically black colleges and universities . 6. U. S . ENVIRONMENTAL PROTECTION AGENCY PROVISIONS : ' COUNTY shall comply with all applicable portions of EPA and Federal Laws , Regulations and Orders as follows : a) General Regulations for Federal Assistance Programs , 40 CFR Part 31 , regarding uniform administrative requirements for grants and cooperative agreements to state and local governments ; and b) Rights to Inventions , 37 CFR Part 401 , which concerns the rights to inventions made by non-profit organizations and small business firms under government grants , contracts, and cooperative agreements ; and c) New Restrictions on Lobbying, 40 CFR Part 34, which concerns the lobbying the Executive or Legislative Branches of the Federal Government; and d) Debarment and Suspension Under EPA Assistance, Loan and Benefit Programs , 40 CFR Part 32, which concerns the exclusion of debarred and suspended firms from participating in projects funded by the Federal Government ; and e) Use of Recycled Paper, EPA Order 1000. 25 , regarding the use of recycled paper for all reports prepared as a part of this agreement; and r) The Small Business Administration Reauthorization and Amendment Act of 1988 , Section 129 of Public Law 100-590 (SBA.RAA) , regarding COUNTY ' S utilization of small businesses located in rural areas to the maximum extent possible ; and or j ) The 1992 Appropriations Act, P. L. 101 -507, which includes the appropriations for the Environmental Protection Agency: Program for Utilization of Disadvantaged Business Enterprises in Procurement under Assistance Programs , Page 18 Contract #SG469AA h) Executive Order 11246 of September 24, 1965 , entitled, "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13 , 1967, and as supplemented in Department of Labor regulations (41 CFR Chapter 60) . This item applies to all construction contracts and construction subcontracts in excess of $ 10,000 . i) Copeland "Anti -Kickback" Act ( 18 U.S . C . 874) as supplemented in Department of Labor regulations (29 CFR Part 3). This item applies to all contracts and subcontracts for construction and repair. j) Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S . C. 327-330) as supplemented in Department of Labor regulations (29 CFR Part 5 ) . This item applies to all construction contracts and construction subcontracts in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers . k) Section 306 of the Clean air Act (42 U. S .C . 1857 (h)), Section 508 of the Clean Water Act (33 U. S .C . 1368) , Executive Order 11738 , and Environmental Protection Agency regulations (40 CFR Part 15 ) . This item applies to all contracts and subcontracts in excess of $ 100,000 . 1) Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Public Law 94- 163 , 89 Stat. 871 ). m) In accordance with Section 215 of the Clean Water Act (33 U. S . C . 1251 et. Seq .) and implementing EPA regulations , COUNTY agrees that preference will be given to domestic construction materials by COUNTY, its subcontractors , materialmen and suppliers in the performance of this AGREEMENT. This item applies to all construction contracts and subcontracts . Certification Regarding Lobbying Certification for Contracts , Grants , Loans and Cooperative Acreements The undersigned certifies , to the best of his or her knowledge and - belmostl ef , that : No Federal appropriated funds have been paid or will be paid , by or on behalf of the undersigned , to any person for influencing or attempting to influence an officer or employee of any agency , k < a Member of Congress , an officer or . employee of Congress , or.' . . an ` employee of a Member of Congress . ia conne _ tioa with the awardrS J, any Federal contract , the making of any Federal grant the imaking of . . any. Federal loan , the entering into of - any cooperative aQreement ; : and the extension , continuation; renewal ":: amendaient. , : ;ory ; � lmoa1 icaIt1on o.f any Federal contract, . grant , loan , ..; _ or cooperatl,ve .ac . Bement . : : 2 ) Tf any funds other than Federal appropriated funds have been pay or w. il` 1 be paid to any person for influencing_ Or * , attempting c influence I , an : officer or employee _ of any agency :,,,-,-as. . Member , of Cor. crass , m- ; an .officer or employee of Congress , or • an= employee '' of a. McToer o Congress in connect ion . wiah this- . Federal contr.ac_tgrant , ~ � .l. oc ': { or . :cooper.ative agreement , the undersigned shall coiapl.ete and .. : Zsub :z '- t : , Standard Form - LLL ; " Disclosure Form -to Report{ Lobbying , " in ` { yaccor.darce with , its : instructions . = �' e: y� T. x t _ y n� 41 N` t ..f,: . � . , 3 ) It IF T:re undersi.g.ned shall require that . : the language of this Imm, cert. r cat1on- , be- included in the award : . documents for all : ubawar' ds . aiers ( i'n' cluding subcontractsubgrants _and ' contracts once grants , ; . 'loans , and cooperative . agreements ) and : that all U ec _ o3. ents ._ shall certify and.- disclose accordingly . . . Th III c . rtiication is a material representation of fact upon : which . I e � _ m ce was placed when this transaction was made or entered unto . ' Su ~ - _ sSian of this certification is a prerequisite for making . or ent _ _ : c into this transaction imposed by section 1352 , title 31 , U . = . erode . Any person who fails to ' file ' the required , certification shs _ _ e subject to a civil penalty of not less than $ 10 , 000 and not mcg :. ; = _ n 5100 , 000 for each such failure . •Kennptb R . Macht , Chairman Ty_ � � _ ' & T "iIs. le of A orized Representative 09 - 16 - 2003 Si - � t iut�no`rized epresentative Date Page 20 " f 000* Contract #SG469AA Amendment # 1 FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE ST. JOHNS RIVER WATER MANAGEMENT DISTRICT AND INDIAN RIVER COUNTY FOR INDIAN RIVER CITRUS BEST MANAGEMENT PRACTICES THIS AMENDMENT is entered into this 21 st day of September , 2004, by and between the GOVERNING BOARD of the ST. JOHNS RIVER WATER MANAGEMENT DISTRICT ("the District"), whose mailing address is 4049 Reid Street, Palatka, Florida 32177, and INDIAN RIVER COUNTY ("County"), whose address is 1028 20th Place, Suite A, Vero Beach, Florida 32960. WHEREAS , the District and County entered into Agreement SG469AA on September 29, 2003 , to provide cost-share funding for water quality best management practices (BMP) improvements in Indian River area citrus groves; and WHEREAS , the District and County desire to modify the Agreement. NOW; THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the District and County hereby agree to the following amendments : 11 ARTICLE VIII - COMPENSATION: Paragraph A shall be deleted and replaced with the following: "A. Amount of Fundin : For satisfactory performance of the Work outlined in the Contract for EXHIBIT "A- 1 ", Revised Statement of Work (attached hereto) , the District agrees to pay County an additional sum not to exceed $ 19 ,410, increasing the original Contract amount of $40, 000 to a total not to exceed amount of $59,410. " The District and County agree that all other terms and conditions of the original Agreement are hereby ratified and continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment on the date set forth above. ST. JOHNS RIVER WATER INDIAN RIVER COUNTY MANAGEMENT DISTRICT By . Kirby B . Green III, Executive Director By : Caroline D. Ginn, Chairman APPROVED BY THE OFFICE Typed Name and Title OF GENERAL COUNSEL eoved : 9-21 - Attes d Jeffrey K. Barton, Clerk of Circuit Court Stanley J. Niego, Sr. Assistant General Counsel Typed Name and Title Approve as to Form and Sufficiency Indian River Co. ApprkvedDi te Administration Legal Budget illiam Collins, unty ttomey Department Page 5- EPA Project Control Number ®G,® E PA t United States Environmental Protection Agency Washington, DC 20460 Certification Regarding Debarment , Suspension , and Other Responsibility Matters The prospective participant certifies to the best of its knowledge and belief that it and. its principals: (a) Are not presently debarred , suspended , proposed . for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department, or agency; (b) Have not within a three year period preceding this proposal been convicted of or had a CM judgement rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal , State, or focal) transaction or contract under a public transaction ; violation of Federal or State antitrust statutes or commission of embezzlement, theft , forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are net presently indicted for or otherwise criminally or civilly charged by a govemment entity (Federal , State, or local) with commission of any of the offenses enumerated in paragraph (1 (b ) of this certification ; and (d) -Have not -within a --three-year period -preceding this - application/proposal had one . or more public transactions (Federal ; State , or local ) terminated for cause or default. I understand that a false statement on this certification may be grounds for rejection of this proposal or termination of the award : In addition , under 18 ,U SC Sec. 1001 , a false statement may result in a fine of up to $ 10 , 000 or imprisonment for up to 5 .years , or both. Kenr_ etr_R R . Macht , Chairman Typed Name & Ti e cr 'Authurized Peres ntative / //1 09 - 16 - 2003 / �" Date Sign . re o uthoriz . c nenresentztive i am un: a2 ! e ` c certify to the above statements . My explanation is attached . EFA Form 5700-49 Page 21 Instructions Under . Executive Order 12549 , an individual or organization debarred or excluded from participation in Federal assistance or benefit programs may not receive any assistance award under a Federal program , or a subagreement thereunder for $25 , 000 or more. Accordingly, each prospective recipient of an EPA grant, loan , or cooperative agreement and any contract or subagreement participant thereunder must complete the attached certification or provide an explanation why they cannot. For further details, see 40 CFR 32.510, Participants ' ; responsibilities, In the attached regulation. Where To Submit The prospective EPA grant, loan , or cooperative agreement recipient must return the signed certification or explanation with its application to the appropriate EPA Headquarters or Regional office , as required in the application instructions . A.. prospective prime contractor must submit a completed certification or explanation to the individual or organization awarding the contract. Each prospective subcontractor must submit a completed certification or explanation to the prime contractor for the project. How To Cbt_ in Forms: - EPA includes ' he certification form , instructions , and a copy of its implementing regulation (40 CFR :. .` Part .32). in each application kit. Applicants may reproduce these materials as needed and provide them to .their prospective prime contractor, who, in tum, may reproduce and provide them to . prospective subcontractors. Additional copies /assistance may be requested from: - Compliance Branch - - -- _ __ -. Grants Administration Division (PM -216F) U. S . Environmental Protection Agency 401 M Street, SW Washington, DC 20460 Jeiephone : 202/475 -8025 ) EFA Form 57r _ . Contract #SG469AA EXHIBIT "D" EPA ' s SUPPLEMENTAL GENERAL CONDITIONS are available for . review in the office of the Executive Aide to the Board of County Commissioners Contract #SG469AA - EXIiIBIT "D" EPA' s SUPPLEMENTAL GENERAL CONDITIONS (see book attached) Contract #SG469AA Amendment # 1 EXHIBIT "A- 1" REVISED STATEMENT OF WORK Principal Investigators: James Karl, Conservation District Coordinator, Indian River Soil and Water Conservation District, 1028 20`' Place, Suite A. Vero Beach, FL 32960 Cooperating Agencies : • United States Department of Agriculture (USDA)-Natural Resources Conservation Service, 1028 20d' Place, Suite A, Vero Beach, FL 32960 • Indian River Soil and Water Conservation District (IRSWCD), 1028 20d' Place , Suite A, Vero Beach, FL 32960 • University of Florida (UF) Institute of Food and Agricultural Sciences (IFAS) / Indian River County Cooperative Extension Service, 1028 20a' Place, Suite D, Vero Beach, FL 32960 Fiscal Agent: • Board of County Commissioners , Indian River County , 1840 25�' Street, Vero Beach, FL 32960 I. INTRODUCTION/BACKGROUND : Best management practices (BMP) are those on-farm operational procedures that are designed to achieve greatest agronomic efficiency in food and fiber production, while limiting the offsite effects of agricultural operations and simultaneously maintaining an economically viable farming operation for the grower. The University of Florida (UF) , Florida Department of Agriculture and Consumer Services (FDACS), in concert with numerous agencies and growers , worked together to compile and adopt a "living" document entitled "Water Quality/Quantity BMP' s for Indian River Area Citrus Groves" . The major categories of emphasis in this manual are : Water Volume, Sediment Transport, Nutrients, Pesticides/Metals , and Aquatic Plants . The BMP document was created in an effort to educate the growers about the water quality problems occurring in the Indian River Lagoon (IRL) Estuary . Total maximum daily pollutant loads will be established and implemented on a prioritized schedule for each water body . This is the maximum amount of a pollutant a water body can receive and still meet water quality standards as defined by the Federal Clean Water Act (FCWA) . Under the Florida Watershed Restoration Act, agricultural farmers are challenged to initialize and continue implementation of BMP' s while the watershed is being monitored and evaluated. Water quality monitoring trends by the St. Johns River Water Management District (the District) show an increasing north to south gradient of Total Phosphorus (TP) concentrations and loading which are two to three times higher in Indian River County (IRC) compared to areas in Volusia and Northern Brevard Counties . Chlorophyll a levels are also highest in the IRC segments . Total suspended solids and color also exhibit an increasing north to south gradient. II. OBJECTIVES : 1 . To increase the knowledge pertaining to citrus BMP' s and water quality issues . 2. To increase water quality in the Indian River Lagoon (IRL) watershed. Page 2 of 5 Contract #SG469AA Amendment # 1 3 . To increase the acreage of citrus BMP implementation. 4. To reduce pollutant loads to the IRL. III. SCOPE OF WORK : L In an effort to reach IRC citrus growers in a timely manner, the opportunity for cost-sharing the implementation of BMP' s will be advertised through a variety of methods (newsletters, web sites , newspaper articles, phone calls, etc . ) . 2. The Indian River Soil and Water Control District (IRSWCD), United States Department of Agriculture (USDA) Natural Resource Conservation Service (NRCS) and the OF Institute of Food and Agricultural Sciences (IFAS) Extension staff will deliver education programs for the growers and public-at-large pertaining to BMPs and land usage by employing a multimedia approach (i.e . , PowerPoint presentations, Coastal EnviroScape Model, etc . ). a. The staff of IBC ' s WAS Program, IRSWCD, and NRCS understand that the Cost Share Funding provided for this scope of services is designated for water quality BMP improvements associated with Indian River area citrus groves . Therefore, water quality and sediment/erosion control measures including : on site water detention/retention facilities, riser-board water control structures, sediment settling basins within ditches , soil stabilization , water furrows and sediment traps upstream of discharge pump intakes , will be the primary focus for this work. 3 . The staff of the IRSWCD and the NRCS will meet with applicants (Indian River citrus growers) to assess their needs in respect to the program objectives . A Conservation Plan will be developed for the applicant' s property by the IRSWCD in cooperation with the NRCS . This plan will include, but is not limited to, nutrient management, pesticide management, irrigation water management, and technical information and design. The applicant shall agree to properly operate and maintain the BMP components for the contractual life span of the BMP practice(s). If installation is removed or destroyed before the life span has expired, the client shall repay a prorated portion of this funding to the IRSWCD to be used for another applicant. 4. Each applicant will receive the "Water Quality / Quantity BMP' s for Indian River Area Citrus Groves" manual and meet with the Water Quality Extension Agent to discuss water quality / quantity issues and answer a survey pertaining to BMP usage. Applicants will have the opportunity to view the BMP video prepared by OF / IFAS . Indian River County Citrus Cost-Share Best Management Practices (BMP) Program Procedures. 1 . Applicant meets with UF/IFAS BMP implementation team or staff at IRSWCD to receive and review the Indian River Area Citrus BMP Manual. 2. Applicant requests review or assistance from the BMP implementation team or staff at IRSWCD with completing the confidential Citrus Grower BMP Practices Checklist for each citrus grove to help evaluate existing and or needed BMP' s. (This can be done on their own if they prefer) . 3 . Complete and send to the Florida Department of Agriculture and Consumer Services (FDACS) the Notice of Intent to Implement Water Quality/Quantity BMP ' s for Indian River Area Citrus Groves, in accordance with Florida Statute 403 . 067(7)(d) and Rule 5M-2.005 FAC for voluntary presumption of compliance with state water quality standards. Page 3 of 5 Contract #SG469AA Amendment # 1 4. Applicant applies for BMP cost-share funding consisting of a maximum 75 % IRI /NEP funding, with balance provided by applicant. 5 . The applicant will provide preliminary design(s) prepared by either a contractor, USDA-NRCS , and / or IRSWCD . 6 . Applicant solicits cost estimate(s) based on preliminary design(s) .. 7. Project cost estimate(s) will be returned to the IRSWCD for review . 8 . IRSWCD determines eligibility ranking based on cost of project/environmental benefits . . 9 . IRSWCD reviews with the St. Johns River Water Management District (the District) for compliance based on their funding guidelines . 10. The IRSWCD presents a list of projects that are in full compliance with funding guidelines to the Indian River Board of County Commissioners. 11 . Approval or disapproval of list of projects by Indian River Board of County Commissioners . 12. Applicant signs a Conservation Application and Agreement with the Indian River Soil and Water Conservation District (IRSWCD) . 13 . A Conservation Plan, including fully developed design(s), will be prepared by IRSWCD/NRCS , before installation of practice(s) proceed(s) . 14. Applicant/IRC , sign individual contracts to install practice(s) and agrees , through an Operation and Maintenance Plan Contract, to properly operate and maintain the BMP components for the contractual life span of the practice(s) . 15 . Applicant/contractor installs BMP(s) based on approved design(s) . Consultation with NRCS/IRSWCD staff is advised during installation process. 16 . The BMP installation must meet NRCS minimum standards and specifications before it can be certified as complete by IRSWCD/NRCS technician(s). 17 . Applicant produces paid invoices of expenditures to IRSWCD , who submits all documentation to IRC. 18 . Applicant receives reimbursement from County with authorization from IRSWCD. 19 . County shall submit to the District, itemized quarterly invoices based upon the actual work performed by the Applicant, accompanied by copies of Applicant' s paid invoices, and shall bill on a cost- reimbursable basis . 20. The applicant will be required to adhere to the life span of the BMP. If it is removed or destroyed before the life span is expired, the applicant will be required to reimburse a prorated portion of the funding to the IRSWCD to be used for another applicant. IV. TASK IDENTIFICATION. 1 . Advertisement of the project via newsletters , the Internet, the media and direct phone calls . 2. Schedule meetings with growers to discuss BMP' s, assess the growers needs and develop a conservation plan . 3 . Establish the BMP design for each grower; prioritize each grower' s design; generate and sign contracts with each grower -accepted into the program; begin project installation. 4. Delivery of BMP and water quality/water quantity education programs to growers and the public-at- large 5 . Generation of program final report. Page 4 of 5 Contract #SG469AA Amendment #1 V. DELIVERABLES and TIME FRAMES : 1 . A list of growers receiving funding, including the amount of affected acreage and type of BMP funded will be kept on an electronic format spreadsheet. 2. Quarterly reports of accomplishments relative to educational outreach efforts . 3 . Summary Report of program expenditures , accomplishments and future recommendations . ITEM COMPLETIONF from Effective Date) Task 1 — Advertisement isement of Project/Fundmg. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2 months Task 2 — Growers Needs Assessments/Conservation Planes " , , " & so aseses * Vegas , , , * ease months Task 3 — BMP Design, Scoring, Contracts, Installation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .months 148 Task 4 — Education Programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • • • •• • • • • • • • • . . . . . . . . . . . . .months 148 Task5 — Final Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18th month VI. BUDGET : spose Category SJRWMD IRSWCD Total BMP Cost-Share $57,410 $57,410 Water Control Structures (top-over) On Site Water Retention/Detention Sediment Control IRSWCD Admin Fee 21000 29000 In-Kind 10,000 10,000 TOTAL $59,410 $ 10,000 $69,410 Page 5 of 5 r Cont'd from pg 2 . b '` l + / Application Evaluation Review Sheet Applicant Name : App . #413 ; Hammond Groves, Address : P . O . Box 3278 , Vero Beach , FL 32964 Tract Number(s) . Field Number(s) . Tower Date . July 9 , 2004 Land Use/Field : Acres . Micro4rrigated Citrus Grove 80 Best Management Practices Applied For: 1 . On-Site Water Detention/Retention. Total BMP Costs: 70% Cost Share: Div By Total Eval Points: = Applicant's Score: Applicant Cost: $41 ,680 $29 , 176 100 291 . 76 $121504 "I t `,Oft �i a rr ^ lil• r TV1i , a` itltl. • t Yw1 (Signature) Dake: (Checked By) Date: 7-/S _ 0 C Board Approval Date 3 4(Applicant Signature) Date Privacy Act Statement: The following statements are made in accordance with the Privacy Act of 1974 (SU . S. C . 522x). The authorities for requesting the information to be applied on this form are: 16 U .S.C. 590a-f (Soil and Water Conversation); 16U . S.C . 3801 et seq. (Food Security Acto of 1985, as ammended), and the regulation promulgated theruder. The information requested is necessary for the evaluation of an application, development and implementation of a conservation plan as the basis for satisfying program eligibility and compliance requirements, and for providing technical education, or financial assist- ance under the previously mentioned authorities. Furnishing this information is voluntary; however, failure to furnish correct, complete information will result in the withholding or withdrawal of such technical, educational , or financial assistance. This information may be fumished to other USDA agencies, the Internal Revenue Service, the Department of Justice, or the other State or Federal law enforcement agencies, or in response to orders of a court, magistrate, or administrative tribunal. IRSWCD Page 3 (10-26-01 ) r 1 � r OPERATION AND MAINTENANCE PLAN ONSITE WATER DETENTION / RETENTION COOPERATOR CldB ✓�S DATE : 20 d ADDRESS : D PRACTICE LOCATION: SECTION TOWNSHIP 3 �S RANGE 3 8F FIELD NO. Z r �/,�/z, , 6c /(z::� GENERAL A properly operated and maintained onsite water detention/retention system (OWDR) is an asset to your farm. The OWDR was designed to attenuate both the rate and volume of off-site water and sediment discharge following heavy storm events . The water may be stored for future use or released off-site later at reduced discharge rates . The estimated life span of this system is at least 10 years . The life of this system can be assured and usually increased by developing and carrying out a good operation and maintenance program. This practice will require you to perform periodic operations to maintain satisfactory performance. Here are some recommendations to help you develop a good operation and maintenance program. GENERAL RECONEVIENDATIONS • Periodic removal of sediment may be necessary to maintain the effectiveness of this OWDR. • Maintain vigorous growth of desirable vegetative cover on the side slopes . This includes re- seeding, fertilization, and controlled application of herbicides when necessary. Periodic mowing may also be needed to control height. • Immediately repair any vehicular damage that may occur around the OWDR. • Make sure the structure for water control(s) are functional and sediment is not being allowed to pass through them. INSPECTIONS The practice should be inspected routinely and especially after major rainfall events . All items needing maintenance should be repaired immediately. VIOLATIONS Failure to carry out the operation and maintenance required of this practice may result in the reimbursement of the FDACS cost share dollars used for the installation of this practice. CONTACT THE INDIAN RIVER SOIL & WATER CONSERVATION DISTRICT FOR ADDITIONAL TECHNICAL ASSISTANCE YOU MAY NEED FOR MPLEMENTATION OF THIS O & M PLAN. Form date January 2003 EXHIBIT C STANDARD TERMS FOR COST SHARE GRANT CONTRACT 1 . Termination : This Contract may be terminated by either party in the event of a substantial failure by the other party to perform in accordance with the terms of the Contract upon thirty ( 30 ) days prior written notice . In the event the County terminates this Contract , the Recipient shall return all funds not used as of the date of termination to the County within ten ( 10 ) calendar days . 2 . Notices : Any notice , request , demand , consent , approval or other communication required or permitted by this Contract shall be given or made in writing and shall be served , as elected by the party giving such notice , by any of the following methods . ( 1 ) Hand delivery to the other party ; ( 2 ) Delivery by commercial overnight courier service ; or ( 3 ) Mailed by registered or certified mail ( postage prepaid ) , return receipt requested at the addresses of the parties shown below . County : Indian River Soil & Water Conservation District James Karl 1028 - 20th Place , Suite A Vero Beach , FL 32960 Recipient . Hammond Groves Attn : Thomas Hammond P . O . Box 3278 Vero Beach , FL 32964 3 . Federal and State Taxes : The County is exempt from payment of Florida State Sales and Use Taxes . The Recipient shall be responsible for payment of all federal , state , and local taxes and fees incurred in connection with this Contract . 4 . Venue ; Choice of Law . The validity , interpretation , construction , and effect of this Contract shall be in accordance with and governed by the laws of the State of Florida , only . The location for settlement of any and all claims , controversies , or disputes , arising out of or relating to any part of this Contract , or any breach hereof , as well as any litigation between the parties , shall be Indian River County , Florida for claims brought in state court , and the Southern District of Florida for those claims justiciable in federal court . 1 5 . Entirety of Agreement : This Contract incorporates and includes all prior and contemporaneous negotiations , correspondence , conversations , agreements , and understandings applicable to the matters contained herein and the parties agree that there are no commitments , agreements , or understandings concerning the subject matter of this Contract that are not contained herein . Accordingly , it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements , whether oral or written . It is further agreed that no modification , amendment or alteration in the terms and conditions contained herein shall be effective unless contained in a written document signed by both parties . 6 . Severability : If any term or provision of this Contract or the application thereof to any person or circumstance shall , to any extent , be held invalid or unenforceable for the remainder of this Contract , 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 Contract shall be deemed valid and enforceable to the extent permitted by law . 7 . CAPTIONS AND INTERPRETATIONS : Captions in this Contract are included for convenience only and are not to be considered in any construction or interpretation of this Contract or any of its provisions . Unless the context indicates otherwise , words importing the singular number include the plural number , and vice versa . Words of any gender include the correlative words of the other genders , unless the sense indicates otherwise . 2