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Home My WebLink About2008-400Contract #25245 �00 S — C? c COST SHARE AGREEMENT BETWEEN THE ST. JOHNS RIVER WATER MANAGEMENT DISTRICT AND INDIAN RIVER COUNTY FOR INDIAN RIVER COUNTY EGRET MARSH REGIONAL STORMWATER PARK THIS COST SHARE AGREEMENT is entered into by and between the GOVERNING BOARD of the ST. JOHNS RIVER WATER MANAGEMENT DISTRICT ("the District'), whose address is 4049 Reid Street, Palatka, Florida 32177, and the INDIAN RIVER COUNTY ("the County"), whose address is 1801 27Th Street, Vero Beach, Florida 32960-3388, WITNESSETH THAT, WHEREAS, the District is a special taxing district created by the Florida Legislature and given those powers and responsibilities enumerated in chapter 373, Fla. Stat., whose geographical boundaries encompass eighteen counties; and WHEREAS, the District has determined that its needs will be best served by entering into a Cost Share Agreement for services that can be provided by the County (hereafter "the Work"). NOW THEREFORE, in consideration of the payments herein specified, and which the 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 County Egret Marsh Regional Stormwater Park, Contract #25245. County agrees to complete the Work in conformity with this Agreement and all attachments and other items specifically incorporated by reference are part of this Agreement as fully and with the same effect as if set forth herein. This Agreement consists of the following documents, including all modifications incorporated therein before their execution: Agreement; Exhibit "A" - Statement of Work; and all attachments hereto. ARTICLE I - TERM. SCHEDULE AND TIME OF PERFORMANCE A. Term. The term of this Agreement shall be from the Effective Date to the Completion Date. 1. Effective Date. The Effective Date of this Agreement shall be the date upon which the last party to this Agreement has dated and executed the same; provided, however, that in the event a date other than the aforesaid is set forth below in this section, that date shall be the Effective Date. In lieu of the aforesaid Effective Date, the Effective Date of this Agreement shall be December 9. 20080 2, Completion Date. The Completion Date of this Agreement shall be no later than February 28, 2010, unless extended by mutual written agreement of the parties. All Work under this Agreement shall be completed for use no later than the Completion Date. B. Schedule of Work. County shall commence the Work: Page 1 4 Contract #25245 �00 S — C? c COST SHARE AGREEMENT BETWEEN THE ST. JOHNS RIVER WATER MANAGEMENT DISTRICT AND INDIAN RIVER COUNTY FOR INDIAN RIVER COUNTY EGRET MARSH REGIONAL STORMWATER PARK THIS COST SHARE AGREEMENT is entered into by and between the GOVERNING BOARD of the ST. JOHNS RIVER WATER MANAGEMENT DISTRICT ("the District'), whose address is 4049 Reid Street, Palatka, Florida 32177, and the INDIAN RIVER COUNTY ("the County"), whose address is 1801 27Th Street, Vero Beach, Florida 32960-3388, WITNESSETH THAT, WHEREAS, the District is a special taxing district created by the Florida Legislature and given those powers and responsibilities enumerated in chapter 373, Fla. Stat., whose geographical boundaries encompass eighteen counties; and WHEREAS, the District has determined that its needs will be best served by entering into a Cost Share Agreement for services that can be provided by the County (hereafter "the Work"). NOW THEREFORE, in consideration of the payments herein specified, and which the 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 County Egret Marsh Regional Stormwater Park, Contract #25245. County agrees to complete the Work in conformity with this Agreement and all attachments and other items specifically incorporated by reference are part of this Agreement as fully and with the same effect as if set forth herein. This Agreement consists of the following documents, including all modifications incorporated therein before their execution: Agreement; Exhibit "A" - Statement of Work; and all attachments hereto. ARTICLE I - TERM. SCHEDULE AND TIME OF PERFORMANCE A. Term. The term of this Agreement shall be from the Effective Date to the Completion Date. 1. Effective Date. The Effective Date of this Agreement shall be the date upon which the last party to this Agreement has dated and executed the same; provided, however, that in the event a date other than the aforesaid is set forth below in this section, that date shall be the Effective Date. In lieu of the aforesaid Effective Date, the Effective Date of this Agreement shall be December 9. 20080 2, Completion Date. The Completion Date of this Agreement shall be no later than February 28, 2010, unless extended by mutual written agreement of the parties. All Work under this Agreement shall be completed for use no later than the Completion Date. B. Schedule of Work. County shall commence the Work: Page 1 Contract #25245 [ X ] Within fifteen (15) days after the Effective Date; or [ ] Upon the issuance of a Notice to Proceed by the District; or [ ] Within fourteen (14) days of issuance of a Work Order by the District; or []On (insert specific date). This date shall be known as the "Commencement Date." County shall prosecute the Work regularly, diligently, and uninterruptedly so as to complete the Work ready for use in accordance with the Statement of Work and the time stated for completion therein. The time stated for completion shall include the final cleanup of the premises, as applicable. A fifteen (15) day period has been included in the allotted time for completion to allow for mailing of this Agreement and the County's submission of any required submittals. County will not be allowed to commence the Work until any required submittals are received and approved. C. Time is of the Essence. The Commencement Date and Completion Date are essential conditions hereof. In addition, time is of the essence for each and every aspect of this Agreement. Where additional time is allowed for the completion of the Work, the new time limit shall also be of the essence. ARTICLE II - STATEMENT OF WORK AND DELIVERABLES A. Deliverables. The Work is specified in the attached Statement of Work. County shall deliver all products and deliverables as stated therein. County is responsible for the professional quality, technical accuracy, and timely completion of the Work. Both workmanship and materials shall be of good quality. County shall, if required, furnish satisfactory evidence as to the kind and quality of materials provided. Unless otherwise specifically provided for herein, the County shall provide and pay for all materials, labor, and other facilities and equipment as are necessary for the performance of the Work. The District's Project Manager shall make a final acceptance inspection of the deliverables when they are completed and finished in all respects in accordance herewith. The parties may at any time agree in the form of a written amendment to make changes within the general scope of this Agreement to the Work to be provided hereunder. Neither party shall unreasonably withhold consent to any such amendment. B. Progress Reports. When requested, the County shall submit progress reports to the District's Project Manager in a form approved by the project manager. The progress report shall provide an updated progress schedule, taking into account all delays, changes in the nature of the Work, etc. In addition to hard copies, all written deliverables (reports, papers, analyses, etc.) shall be submitted in machine readable form in formats consistent with the District's standard software products. The District's standard office automation products include the Microsoft® Office Suite (Word, Excel, Access, and PowerPoint). Other formats may be accepted if mutually agreed upon by the District's Project Manager and chief information officer. C. Ownership. All deliverables are the property of the District, including Work that has not been accepted by the District, when the County has received compensation, in whole or in part, for the performance of the Work. All specifications and copies thereof furnished by the District are District property. They shall not be used on other work and, with the Page 2 � Ff Contract #25245 exception of the original plans and specifications, shall be returned to the District upon request after expiration or termination of this Agreement. Any source documents or other documents, materials, reports, or accompanying data developed, secured, or used in the performance of this Agreement are District property and shall be safeguarded by the County. The original documents or materials, excluding proprietary materials, as outlined in the Statement of Work, shall be provided to the District upon the expiration or termination of this Agreement, or upon request. The County shall include language in all subcontracts that so provides. ARTICLE III - COMPENSATIONt A. Amount of Funding. For satisfactory performance of the Work, the District agrees to pay the County a sum in the amount not to exceed $1,500,000 (the "Total Compensation"). B. In -Kind Services. Through this Cost Share Agreement, the County agrees to provide $4,440,000 in the form of matching funds and in-kind services for this project. In the event project costs exceed this amount, County shall be responsible for providing any additional funding required to complete the project. C. Invoicing Procedure. All invoices shall be submitted either by mail to the St. Johns River Water Management District, Director, Division of Financial Management, 4049 Reid Street, Palatka, Florida 32177 or by email to acctpavna,sirwmd.com. County shall transmit its invoice using only one of the above two methods, but not both. County shall submit one itemized invoice upon completion of the project and shall bill as per the Project Budget included in Exhibit A, Statement of Work, attached hereto and by reference made a part hereof. County's invoice shall include proof of paid invoices, receipts, and construction certifications. In addition, County shall provide detailed documentation of matching funds and/or in-kind services. County's invoice shall be submitted in detail sufficient for proper pre -audit and post -audit review. D. All payment requests submitted by the County shall include the following information: 1. Contract number, 2. County's name and address (include remit address if necessary) 3. Name of District's Project Manager 4. Name of the County's Project Manager 5. Cost data (utilize the appropriate method for payment request per the contract) (a) Supporting documentation and copies of invoices if cost reimbursable; (b) Deliverables submitted and approved; (c) Project completion documentation; 6. Progress Report (as per contract requirements) 7. Diversity Report (The report shall include company names for all Women and Minority Business Enterprises (W/MBEs) and amounts spent with each at all levels. The report will also denote if there were no W/MBE expenditures.) The above information and reports shall be submitted by the County and approved by the District as a condition precedent to payment. Payment requests that do not correspond to the Project Budget or other requirements of this paragraph will be returned to the County without action within twenty (20) business days of receipt and shall state the basis for rejection of the invoice. Payments for construction contracts shall be made within twenty-five (25) business days of receipt of an invoice that conforms to this Article. Page 3 Contract #25245 Payments for all other contracts shall be made within forty-five (45) days of receipt of an invoice that conforms to this Article. E. Retainage. The District shall pay County one hundred percent (100%) of each approved invoice. F. Payments Withheld. The District may withhold or, on account of subsequently discovered evidence, nullify, in whole or in part, any payment to such an extent as may be necessary to protect the District from loss as a result of. (1) defective Work not remedied; (2) failure of the County to make payments when due to subcontractors or suppliers for materials or labor; (3) the District's determination that the Work cannot be completed for the remaining or unpaid funds; (4) failure to complete all the Tasks in the Statement of Work by the Completion Date; (5) damage to another contractor; or (6) any other material breach of this Agreement. Amounts withheld shall not be considered due and shall not be paid until the ground(s) for withholding payment have been remedied. G. Forfeiture of Final Payment. County shall submit the final invoice to the District not later than 90 days after the Completion Date. COUNTY'S FAILURE TO SUBMIT THE FINAL INVOICE TO THE DISTRICT WITHIN THE TIME FRAME ESTABLISHED HEREIN SHALL BE A FORFEITURE OF ANY REMAINING AMOUNT DUE UNDER THE AGREEMENT, H. Travel. In the event the cost schedule for the Work includes travel costs, travel expenses must be submitted on District or State of Florida travel forms. The District shall pay the County all travel expenses pursuant to the District's Administrative Directive 2000-02. Travel expenses shall not be considered additional compensation, but shall be drawn from the amount provided in the project budget. I. Release. Upon the satisfactory completion of the Work, the District will provide a written statement to the County accepting all deliverables. Acceptance of the final payment shall be considered as a release in full of all claims against the District, or any of its members, agents, and employees, arising from or by reason of the Work done and materials furnished hereunder. ARTICLE IV - LIABILITY AND INSURANCE A. Each party to the Agreement is responsible for all personal injury and property damage attributable to the negligent acts or omissions of that party and the officers, employees, and agents thereof. In addition, each party is subject to the provisions of section 768.28, Fla. Stat., as amended. Nothing in this Agreement shall be construed as a waiver of sovereign immunity by any party hereto. B. Each party shall also acquire and maintain throughout the term of this Agreement such general liability, automobile insurance, and workers' compensation insurance as required by their current rules and regulations. ARTICLE V - FUNDING CONTINGENCY This Agreement is contingent upon funding in succeeding years, which may include a single source or multiple sources, including, but not limited to: (1) revenues appropriated by the District's Governing Board in its sole discretion and judgment for each succeeding Contract #25245 year; (2) annual appropriations by the Florida Legislature, or (3) appropriations from other agencies or funding sources. Should the Work provided for hereunder not be approved, in whole or in part, for funding in succeeding years, the District shall so notify County, and this Agreement shall be deemed terminated for convenience in accordance with ARTICLE VII. B. — TERMINATION FOR CONVENIENCE five (5) days after receipt of such notice, or within such additional time as the District may allow. ARTICLE VI - PROJECT MANAGEMENT A. Proiect Manaaers. The Project Managers shall be responsible for overall coordination, oversight, and management of the Work. The parties agree to the following persons being designated as Project Manager: DISTRICT Troy Rice, Project Manager St. Johns River Water Management District 525 Community College Parkway, S.E. Palm Bay, Florida 32909 Office: (321) 984-4938 E-mail: tricensjrwmd.com COUNTY Keith McCully, Project Manager IRC Public Works-Stormwater Division 4375 43rd Avenue, Unit 102 Vero Beach, Florida 32967 Office: (772) 226-3478 E-mail: kmccully@ircgov.com B. District Proiect Manager. The District's Project Manager shall have sole and complete responsibility to transmit instructions, receive information, and communicate District policies and decisions regarding all matters pertinent to performance of the Work. The District's Project Manager shall have the authority to approve minor deviations in the Work that do not affect the Total Compensation or the Completion Date, The District's Project Manager and, as appropriate, other District employees, shall meet with the County when necessary in the District's judgment to provide decisions regarding performance of the Work, as well as to review and comment on reports. C. Change in Proiect Manager. Either party to this Agreement may change its project manager by providing not less than three (3) working days prior written notice of the change to the other party. The District reserves the right to request the County to replace its project manager if said manager is unable to carry the Work forward in a competent manner or fails to follow instructions or the specifications, or for other reasonable cause. D. Supervision. County shall provide efficient supervision of the Work, using its best skill and attention. E. Notices. All notices to each party shall be in writing and shall be either hand -delivered or sent via U.S. certified mail to the respective party's project manager at the names and addresses specified above. All notices shall be considered delivered upon receipt. Should either party change its address, written notice of the new address shall be sent to the other parties within five (5) business days. Except as otherwise provided herein, notices may be sent via e-mail or fax, which shall be deemed delivered on the date transmitted and received. ARTICLE VII - TERMINATIONS A. Termination for Default. This Agreement may be terminated in writing by either party I n the event of substantial failure by the other party to fulfill its obligations under this Page 5 Contract #25245 Agreement through no fault of the terminating party, provided that no termination may be effected unless the other party is given: (1) not less than ten (10) calendar days written notice delivered by certified mail, return receipt requested, and (2) an opportunity to consult with the other party prior to termination and remedy the default. B. Termination for Convenience. This Agreement may be terminated in whole or in part in writing by the District, provided the County is given: (1) not less than thirty (30) calendar days written notice by certified mail, return receipt requested, of intent to terminate, and (2) an opportunity for consultation prior to termination. C. If termination for the County's default is effected by the District, any payment due to the County at the time of termination shall be adjusted to cover any additional costs to the District because of the County's default. If termination for the District's default is effected by the County, or if termination for convenience is effected by the District, an equitable adjustment shall provide for payment of all services, materials, and costs, including prior commitment incurred by the County, up to the termination date. D. Upon receipt of a termination action under paragraphs "A" or `B" above, the 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 the County in performing this Agreement, whether completed or in process. E. Upon termination under Paragraphs "A" or `B" above, the District may take over the Work or may award another party a contract to complete the Work. County's shall provide the District with any licenses to enter real property interests owned by the County necessary for completion of the Work. F. If, after termination for failure of the County to fulfill contractual obligations, it is determined that the County had not failed to fulfill contractual obligations, the termination shall be deemed to have been for the convenience of District. In such event, the adjustment of compensation shall be made as provided in Paragraph "C" of this section. ARTICLE VIII - MISCELLANEOUS PROVISIONS A. Assignment and Subcontracts. County shall not assign this Agreement, or any monies due hereunder, without the prior written consent of the District. County shall be responsible for the fulfillment of all work elements included in any subcontracts and shall be responsible for the payment of all monies due under any subcontract. County shall be as fully responsible to the District for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as it is for its own acts and omissions. County shall hold the District harmless from any liability or damages arising under or from any subcontract to the extent allowed by law. B. Attorney's Fees. In the event of any legal or administrative proceedings arising from or related to this Agreement, including appeals, each party shall bear its own attorney's fees. Contract #25245 C. Audit: Access to Records. County agrees that the District or its duly authorized representatives shall, until the expiration of five (5) years after expenditure of funds hereunder, have access to examine any of the County's books, documents, papers, and other records involving transactions related to this Agreement. County shall preserve all such records for a period of not less than five (5) years. Payment(s) made hereunder shall be reduced for amounts charged that are found on the basis of audit examination not to constitute allowable costs. County shall refund any such reduction of payments. All required records shall be maintained until an audit has been completed and all questions arising from it are resolved. County will provide proper facilities for access to and inspection of all required records. D. Civil Rights. Pursuant to chapter 760, Fla. Stat., the 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. E. Conflicting Provisions. If any provision hereof is found to be in conflict with the General Conditions, Special Conditions, or any attachments hereto, the terms in the body of this Agreement shall prevail. F. Construction of Agreement. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both parties, have contributed substantially and materially to the preparation hereof. G. Diversily. The District is committed to the opportunity for diversity in the performance of all procurements, and encourages its prime vendors (contractors and suppliers) to make good faith efforts to ensure that women and minority-owned business enterprises (W/MBE) are given the opportunity for maximum participation, as the second- and lower -tier participants. The District will assist its vendors (contractors and suppliers) by sharing information on W/MBEs to encourage their participation. H. Entire Agreement, This Agreement, upon execution by the County and the District, constitutes the entire agreement of the parties. The parties are not bound by any stipulations, representations, agreements, or promises, oral or otherwise, not printed or inserted herein. County agrees that no representations have been made by the District to induce the County to enter into this Agreement other than as expressly stated herein. This Agreement cannot be changed orally or by any means other than written amendments referencing this Agreement and signed by all parties. I. Florida Single Audit Act. (a) Applicability. The Florida Single Audit Act (FSAA), section 215.97, Fla. Stat., applies to all sub -recipients of state financial assistance, as defined in section 215.97(1)(q), Fla. Stat., awarded by the District through a project or program that is funded, in whole or in part, through state financial assistance to the District. In the event Recipient expends a total amount of state financial assistance equal to or in excess of $500,000 in any fiscal year of such Recipient, Recipient must have a state single or project -specific audit for such fiscal year in accordance with section 215.97, Fla. Stat.; applicable rules of the Department of Financial Services; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. In determining the Page 7 r. Contract #25245 C. Audit: Access to Records. County agrees that the District or its duly authorized representatives shall, until the expiration of five (5) years after expenditure of funds hereunder, have access to examine any of the County's books, documents, papers, and other records involving transactions related to this Agreement. County shall preserve all such records for a period of not less than five (5) years. Payment(s) made hereunder shall be reduced for amounts charged that are found on the basis of audit examination not to constitute allowable costs. County shall refund any such reduction of payments. All required records shall be maintained until an audit has been completed and all questions arising from it are resolved. County will provide proper facilities for access to and inspection of all required records. D. Civil Rights. Pursuant to chapter 760, Fla. Stat., the 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. E. Conflicting Provisions. If any provision hereof is found to be in conflict with the General Conditions, Special Conditions, or any attachments hereto, the terms in the body of this Agreement shall prevail. F. Construction of Agreement. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both parties, have contributed substantially and materially to the preparation hereof. G. Diversily. The District is committed to the opportunity for diversity in the performance of all procurements, and encourages its prime vendors (contractors and suppliers) to make good faith efforts to ensure that women and minority-owned business enterprises (W/MBE) are given the opportunity for maximum participation, as the second- and lower -tier participants. The District will assist its vendors (contractors and suppliers) by sharing information on W/MBEs to encourage their participation. H. Entire Agreement, This Agreement, upon execution by the County and the District, constitutes the entire agreement of the parties. The parties are not bound by any stipulations, representations, agreements, or promises, oral or otherwise, not printed or inserted herein. County agrees that no representations have been made by the District to induce the County to enter into this Agreement other than as expressly stated herein. This Agreement cannot be changed orally or by any means other than written amendments referencing this Agreement and signed by all parties. I. Florida Single Audit Act. (a) Applicability. The Florida Single Audit Act (FSAA), section 215.97, Fla. Stat., applies to all sub -recipients of state financial assistance, as defined in section 215.97(1)(q), Fla. Stat., awarded by the District through a project or program that is funded, in whole or in part, through state financial assistance to the District. In the event Recipient expends a total amount of state financial assistance equal to or in excess of $500,000 in any fiscal year of such Recipient, Recipient must have a state single or project -specific audit for such fiscal year in accordance with section 215.97, Fla. Stat.; applicable rules of the Department of Financial Services; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. In determining the Page 7 Contract #25245 state financial assistance expended in its fiscal year, Recipient shall consider all sources of state financial assistance, including state financial assistance received from the District, other state agencies, and other non -state entities. State financial assistance does not include Federal direct or pass-through awards and resources received by a non -state entity for Federal program matching requirements. Recipient is solely responsible for complying with the FSAA. If Recipient expends less than $500,000 in state financial assistance in its fiscal year, an audit conducted in accordance with the provisions of section 215.97, Fla. Stat., is not required. In such event, should Recipient elect to have an audit conducted in accordance with section 215.97, Fla. Stat., the cost of the audit must be paid from the non -state entity's resources (i.e., Recipient's resources obtained from other than State entities). (b) Program Information. This Agreement involves the disbursement of state funding by the Florida Department of Environmental Protection in the amount of $1,500,000. The District is providing a funding match of $0. Funding is provided under the State of Florida Ecosystems Management Trust Fund. The Florida Catalog of Financial Assistance (CSFA) number for this program is CFSA No. 37.039. (c) Additional Information. For information regarding the state program under the above CSFA number, Recipient should access the Florida Single Audit Act website located at https://apps.fldfs.com/fsaa/catalog.aspx for assistance. The following websites may be accessed for additional information: Legislature's Website at http://www.leg.state.fl.us/, State of Florida's website at http://moorida.com, District' of Financial Services' Website at http://www.fldfs.com/ and the Auditor General's Website at http://www.myflorida.com/audgen/I (d) Allowable Costs. Recipient may only charge allowable costs to this Agreement, as otherwise provided herein. Any balance of unobligated cash that have been advanced or paid that is not authorized to be retained for direct program costs in a subsequent period must be returned to the District. (e) Audit Requirements. Recipient shall ensure that the audit complies with the requirements of section 215.97(7), Fla. Stat. This includes submission of a financial reporting package as defined by section 215.97(2), Fla. Stat., and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. Recipient shall comply with the program requirements described in the Florida Catalog of State Financial Assistance (CSFA) [https:Happs.fldfs.com/fsaa/catalog.aspx]. The services/purposes for which the funds are to be used are included in the Statement of Work. (f) Financial Reporting. Recipient shall provide the District with a copy of any reports, management letters, or other information required to be submitted in accordance with Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, as applicable, no more than 20 days after its preparation. Recipient shall indicate the date the reporting package was delivered to Recipient in correspondence 04-M 4 Contract #25245 accompanying the reporting package. This information shall be directed to: St. Johns River Water Management District, Mr. Greg Rockwell, Director, Division of Financial Management, 4049 Reid Street, Palatka, FL 32117. A copy of the report shall also be provided to the Auditor General's Office at the following address: State of Florida Auditor General, Room 401, Claude Pepper Building, 111 West Madison Street, Tallahassee, Florida 32399-1450. (g) Monitoring. In addition to reviews of audits conducted in accordance with section 215.97, F.S., as revised, monitoring procedures may include, but not be limited to, on-site visits by District staff, limited scope audits, and/or other procedures. Recipient agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by the District. In the event the District determines that a limited scope audit of Recipient is appropriate, Recipient agrees to comply with any additional instructions provided by the District to Recipient regarding such audit. Recipient agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the District's Inspector General or the state Chief Financial Officer or Auditor General. (h) Examination of Records. In addition to the District's audit rights otherwise provided for herein, Recipient shall permit the District or its designated agent, the state awarding agency, the Department of Financial Services, the state's Chief Financial Officer and the state's Auditor General to examine Recipient's financial and non-financial records to the extent necessary to monitor Recipient's use of state financial. assistance and to determine whether timely and appropriate corrective actions have been taken with respect to audit findings and recommendations, which may include onsite visits and limited scope audits. (i) Records Retention. Recipient shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of five years from the date the audit report is issued, and shall allow the District, or its designee, state Chief Financial Officer, or Auditor General access to such records upon request. Recipient shall ensure that audit working papers are made available for such access for a period of Tee five years from the date the audit report is issued, unless extended in writing by the District. J. Governing Law. This Agreement shall be construed and interpreted according to the laws of the state of Florida. K. Independent Contractor. County is an independent contractor. Neither the County nor the 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 its 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 it, its officers, agents, and employees, and shall indemnify and hold the District harmless from any failure to comply with such laws. County's duties with respect to itself, its officers, agents, and employees, shall include, but not be limited to: (1) providing Workers' Compensation coverage for employees as required by law; (2) hiring of any employees, assistants, or subcontractors necessary for performance of the Work; (3) providing any and all employment benefits, EM Contract #25245 including, but not limited to, annual leave, sick leave, paid holidays, health insurance, retirement benefits, and disability insurance; (4) payment of all federal, state and local taxes income or employment taxes, and, if the 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 necessary for performance of the Work; (7) providing equipment and materials necessary to the performance of the Work; and (8) providing office or other facilities for the performance of the Work. In the event the District provides training, equipment, materials, or facilities to meet specific District needs or otherwise facilitate performance of the Work, this shall not affect any of the County's duties hereunder or alter the County's status as an independent contractor. L. Interest of County. County certifies that no officer, agent, or employee of the District has any material interest, as defined in chapter 112, Fla. Stat., either directly or indirectly, in the business of the County to be conducted hereby, and that no such person shall have any such interest at any time during the term of this Agreement. M. Non Lobbying. Pursuant to section 216.347, Fla. Stat., as amended, the County hereby agrees that monies received from the District pursuant to this Agreement will not be used for the purpose of lobbying the Legislature or any other state agency. N. Release of Information. Records of the County that are made or received in the course of performance of the Work may be public records that are subject to the requirements of chapter 119, Fla. Stat. In the event the County receives a request for any such records, the County shall notify the District's Project Manager within three (3) workdays of receipt of such request and prior to the release of any information. Nor shall the County publish or release any information related to performance of this Agreement, or prepare, publish, or release any news or press release in any way related to this Agreement, without prior District review and the District's written consent. Each party reserves the right to cancel this Agreement for refusal by the other party to allow public access to all documents, papers, letters, or other material related hereto and subject to the provisions of chapter 119, Fla. Stat., as amended. O. Royalties and Patents. Unless expressly provided otherwise herein, the County shall pay all royalties and patent and license fees necessary for performance of the Work and shall defend all suits or claims for infringement of any patent rights and save and hold the District harmless from loss on account thereof, provided, however, that the District shall be responsible for all such loss when the utilization of a particular process or the product of a particular manufacturer is specified by the District. If the County at any time has information that the process or article so specified is an infringement of a patent, it shall be responsible for such loss unless it promptly provides such information to the District. County hereby certifies to the District that the Work to be performed pursuant to this Agreement does not and will not infringe on any patent rights. P. Separate Counterparts. This Agreement may be executed in separate counterparts, which shall not affect its validity. Q. Venue. In the event of any legal proceedings arising from or related to this Agreement, venue for such proceedings shall be in Orange County, Florida. Page 10 t.. Contract #25245 R. Waiver of Right to Jury Trial. In the event of any civil proceedings arising from or related to this Agreement, the County hereby consents to trial by the court and waives its right to seek a jury trial in such proceedings, provided, however, that the parties may mutually agree to a jury trial. IN WITNESS WHEREOF, the St. Johns River Water Management District has caused this Agreement to be executed on the day and year written below in its name by its Executive Director, and the County has caused this Agreement to be executed on the day and year written below in its name by its duly authorized representatives, and, if appropriate, has caused the seal of the corporation to be attached. ST. JOHNS RIVER WATER MANAGEMENT DISTRICT By: Kirl Date: APPROVED BY THE OFFICE i OF .GENERAL COIN; Niego, Sr. Assistant General Counsel Documents attached: Exhibit A — Statement of Work Page 11 INDIAN RIVER COUNTY y: Wesley S. Davis, Chairnan Typed Namg and Titlf.. Date: December 9, 2OW Mary Louise Scheidt, Clerk, Ad Interim Attest: 2-k- o. LZ: Typed Name and Title INDIAN Street ..'; .� Istrator APPROVED AS TO FORM AND LEGAL SUFFICIENCY B tl MARIAN E. FELL nj ASSISTANT COUNTY ATTORNEY Contract #25245 EXHIBIT "A" — STATEMENT OF WORK INDIAN RIVER COUNTY EGRET MARSH REGIONAL STORM WATER PARK I. INTRODUCTION/BACKGROUND Indian River County proposes to construct Egret Marsh Regional Stormwater Park (Egret Marsh) on a 35 -acre, county owned site in southwest Indian River County to treat nutrient rich storm water runoff and groundwater base flow from a portion of the Indian River Farms Water Control District (IRFWCD) canal system. IRFWCD is a Florida Statutes Chapter 298 drainage district with a total basin size of over 50,000 acres. The watershed in this portion of the district is 80% agricultural and drains approximately 9,000 acres through the Lateral D Canal, which flows into the Main Relief Canal, which discharges into the Indian River Lagoon (IRL). The IRL is an Estuary of National Significance and a St. Johns River Water Management District (SJRWMD) Surface Water Improvement and Management (SWIM) Program priority water body. Egret Marsh's primary purpose is to remove dissolved nutrients (nitrogen and phosphorus) from the canal water. The facility will use an aquatic plant based system, a patented Algal Turf Scrubber (ATS), to accomplish most of the dissolved nutrient removal. Additional nutrients that are bound to solid particles will be removed through settling in the facility's concrete headwork structure or in one of three polishing ponds. The project includes the following: mechanical pre-screening to remove all solids greater than one -inch before the water enters the treatment facility; a large pumping station in the Lateral D Canal that will pump 10 mgd of canal water into Egret Marsh for treatment; the main treatment engine, a 4.6 acre ATS; approximately 9.5 acres of deep wet ponds for primary, intermediate, and final polishing treatment; and an approximate 3 -acre wood stork habitat area. Algae will be harvested from the ATS from time -to -time and composted. The compost will be used by the County Parks Division as a soil supplement. The project is anticipated to reduce total suspended solids by 60.9 tons per year, total phosphorus by 1.7 tons per year, and total nitrogen by 7.3 tons per year. With respect to the total IRFWCD basin loadings, this represents a reduction of 7.7 percent phosphorus, 4.5 percent nitrogen, and 1.7 percent suspended solids. This full-scale treatment project is also a demonstration project to familiarize the agricultural interests in the IRFWCD with managed aquatic plant systems as a viable agricultural Best Management Practice (BMP). Monitoring will be performed to determine the system's treatment effectiveness. When funds become available, the system will also serve as a park where displays will be constructed to educate the public about stormwater pollution and treatment. II. OBJECTIVES The primary objective of this project is to remove dissolved nutrients and settleable suspended solids from water in the IRFWCD's Lateral D Canal. Accomplishment of this objective will result in lower pollutant levels in the IRL. Page 12 Contract #25245 III. SCOPE OF WORK The Scope of Work includes construction of the Egret Marsh Regional Stormwater Park, including an offsite pumping station and force main that will pump 10 mgd of water from IRFWCD's Lateral D Canal to the stormwater park. Egret Marsh will remove dissolved nutrients and easily settleable solids from the canal water and the facility will include the following: an algal turf scrubber system, including concrete influent and effluent structures; three polishing ponds; an auxiliary pumping station at the final polishing pond; a wood stork habitat area; compost pad; site access road; and other necessary peripherals. IV. TASK IDENTIFICATION Task Description for Task 1 Construct the offsite pumping station and force mains stem Task 2 Construct the site access roads stem Task 3 Construct the algal turf scrubber, including influent and effluent structures Task 4 Construct the compost pad Task 5 Construct the polishing ponds stem Task 6 Construct the auxiliary pumping station Task 7 Construct the Wood Stork Habitat area Task 8 Completion of Egret Marsh Stormwater Park (Note: The above tasks will proceed concurrently.) V. TIME FRAME AND DELIVERABLES Task Time Frame for Completion Task 1 270 calendar days from issuance of Notice -to -Proceed by Indian River Count Task 2 270 calendar days from issuance of Notice -to -Proceed by Indian River Count Task 3 270 calendar days from issuance of Notice -to -Proceed by Indian River Count Task 4 270 calendar days from issuance of Notice -to -Proceed by Indian River Count Task 5 270 calendar days from issuance of Notice -to -Proceed by Indian River Count Task 6 270 calendar days from issuance of Notice -to -Proceed by Indian River Count Task 7 270 calendar days from issuance of Notice -to -Proceed by Indian River Count Task 8 1 300 calendar days from issuance of Notice -to -Proceed by Indian River Count (Note: The actual construction schedule will be determined by the construction contractor. The construction contract allocates 270 calendar days for substantial completion and 300 calendar days for final completion.) Deliverables: Deliverables for each Task shall be a one-page Task Completion Report with photographs documenting the construction phase and completion of each Task. Upon final completion of the stormwater park, a final report with photographs shall be submitted. Page 13 Contract #25245 vim PROJECT BUDGET The County shall invoice the District for reimbursement of costs upon completion of the project. Proof of paid invoices, receipts, and construction certifications shall be provided with the invoice. County shall also provide documentation of matching funds and in-kind services. Project Task Funding Source Indian River Count District Total Tasks 1-8 — Construct the Egret Marsh Regional Stormwater Park $4,440,0001 $1,500,000 $5,9401000 Potential Additional Funds Liquidated from SF611AA in Marc h/A ril2009 $900,0002 Estimated Project Total $4,440,000 $2,400,000 $69840,000 1 Indian River County Matching Funds Source: a. State of Florida Grant — DEP Agreement No LP6822 = $750,000 b. EPA/FDEP Section 319(h) Grant— FDEP Agreement No. G0143 = $490,000 c. State of Florida Grant — FDEP Agreement No. LP6734 = $2,000,000 d. Local one -cent sales tax for storm water = $1,200,000 2 Additional District funds may be added to the project upon completion and liquidation of unexpended funds from #SF611 AA of approximately $900,000 upon Governing Board approval and proper budgetary authorization. If authorized and approved by the Governing Board, the contract will be amended to add this funding. Page 14 Contract #25245 Y a IF IF 71 jr, M. M �, A,,. „M 8`,,f.. _ -- I i. M.I...W".:.ro BOUNDARY OF INDIAN 61 RIVER FARMS WATER VTlft CONTROL DISTRICT LATERAL D CANAL n..w ro ✓ M ,,..ro, ;'-;: ;....:-a .i� ..r� LATERAL D CANAL """" HHHHH' " PUMP STATION E1 PPPN➢ANY .4 .:e ..IIF M Ik F; f1., •, r,.,r. M •,,,I,• MM. M arm IT IF MM,,.M, _ EGRET MARSH REGIONAL °`" ...'. STORMWATER PARK IPF IT IF I#~ TIMU „;�, r"d =-, - = Southwest comer of 4`h Street and 74th Avenue IF t ;;{� i LATERAL C CANAL T y 3 LOCATION MAP REGIONAL STORMWA %%A i'NR Cd. TIRANW FY: CART PATI: (X'rnYX 1. m WM AX PITA TARNS LOCATMN No Contract #25245 SIMPLIFIED FLOW SCHEMATIC FOR EGRET MARSH PUMP REGIONAL STORMWATER PARK PUMP Lateral D Canal ALGAL TURF 10 MGD SCRUBBER SYSTEM ------ 00- SOLIDS REMOVED AS NECESSARY ' HARVFSTFn Al rAF -------------------- TO COMPOST PAD INITIAL, INTERMEDIATE, AND FINAL POLISHING PONDS WOOD STORK HABITAT Lateral C Canal Page 16 FOR COMPOSTING I i •.W I \ i \ b i ' u I I 1 I rcif ..................... ..-...._._......_.............................__.. a€r - .,�y.....�..��.! 11, A it y T— + \ > c ✓ Y.... Jf ++.-.\ll. 4,ir- "Y•.. 'M�ly �} ( S�tt1 I I� 1'4�I ' y■' ■ i;_I ..I \\ J 1 � W ice, / , ( CO inik ra I, . .............. .. .........._�.... ._ ..._.... c _ m � � IN ng } f,_� .(�.� J , ! 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