38589-Restoring Bivalves Using An R-Strategy.pdf

March 23, 2023

Interested Firms

Re: Quote Request, 38589 – Restoring bivalves using an r-strategy

Dear Contractor

The St. Johns River Water Management District (District) desires to test the utility of seeding large numbers of small clams and compare the resulting costs and benefits to those associated with the existing approach that relies on protecting larger clams.

The work would involve distributing small clams at consistent densities and clams in bags at selected sites in the Indian River Lagoon that have been surveyed to document existing clams, with additional surveys documenting survival and growth.

Minimum Qualification:

Respondents must meet the minimum qualifications below and all supporting documentation must be submitted with the response to this quotation request.

1. Proof of firm’s ability to do business in the state of Florida.

(Respondent-provided documentation must be provided with quote response.)

2. Respondent must have completed at least two projects in the past three years, that include surveying clams, culturing clams, and dispersing clams in the field. (Documentation must be provided on attached form and must be included with quote response.)

3. Responses must include respondent’s Certificate as to Corporation and complete the general qualifications form and list of relevant projects as found in Exhibit 3.

If you are interested in this project, email your quote in PDF format, after 8:00 a.m. and before 3:00 p.m. on April 6, 2023. Do not email the quote prior to or after this timeframe. It is preferred that all quotes be submitted as an attachment to an email addressed to Breanna Pierce at BPierce@sjrwmd.com . Receipt will be acknowledged by 3:30 p.m. Please reference quote number 38589 in subject line on any and all emailed correspondence.

If you need assistance or have any questions about submitting your quote, please email or call Breanna Pierce at BPierce@sjrwmd.com or 386-643-1168, respectively. Between the release of this quote request and the posting of the notice of intended decision, Respondents to this quote request or persons acting on their behalf may not contact any employee or officer of the District concerning any aspect of this solicitation, except the procurement employee listed above. Violation of this provision is grounds for rejecting a response.

A copy of the package is also available in Microsoft Word® form to assist you with your submittal.

The quotation shall include all costs associated with the services to provide surveying clams, culturing clams, and dispersing clams in the field.

QR 38589

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1. The District is a political subdivision of the state of Florida, whose boundaries cover all or portions of 18 counties, and is tax exempt (Tax ID No. 85-8012643710C-3; expires March 31, 2023). Opening of Quotes

a. The Florida Public Records Act, §119.071(1)(b), Fla. Stat., exempts sealed quotes from inspection and copying until such time as the District provides notice of an intended decision pursuant to §120.57(3)(a), Fla. Stat., or until 30 days after opening of quotes, whichever is earlier. This exemption is not waived by the public opening of quotes.

b. Unless otherwise exempt, Respondent’s quote is a public record that is subject to disclosure upon expiration of the above exemption. If any information submitted with the Quote is a trade secret as defined in §812.081, Fla. Stat., and exempt from disclosure pursuant to §815.04, Fla. Stat., Respondent must clearly identify any such material as “CONFIDENTIAL TRADE SECRET” in its submittal and explain the basis for such exemption. The District reserves the right, in its sole judgment and discretion, to reject a submittal for excessive or unwarranted assertion of trade secret confidentiality and return the submittal to Respondent.

c. Respondents shall bear all costs associated with preparing and submitting responses to this Quote Request. The District will, in no way, be responsible for these costs, regardless of the conduct or outcome.

2. Inquiries and Addenda

1. District staff are not authorized to orally interpret the meaning of the Quote Request package, or correct any apparent ambiguity, inconsistency, or error therein. In order to be binding upon the District, the interpretation or correction must be given by the Procurement Specialist and must be in writing. The Procurement Specialist may orally explain the District’s procedures and assist Respondents in referring to any applicable provision in the Quote Request documents, but the Respondent is ultimately responsible for submitting the quote in the appropriate form and in accordance with written procedures.

2. Every request for a written interpretation or correction must be received at least nine days prior to opening of quotes in order to be considered. Requests must be submitted by email to BPierce@sjrwmd.com. Interpretations, corrections, and supplemental instructions will be communicated by written addenda to this solicitation posted by Onvia DemandStar to all prospective Respondents (at the respective addresses furnished for such purposes) not later than five days prior to the date fixed for the Quote Request opening.

3. Submission of a quote constitutes acknowledgment of receipt of all addenda. Quotes will be construed as though all addenda had been received. Failure of the Respondent to receive any addenda does not relieve Respondent from any and all obligations under the quote, as submitted.

All addenda become part of the Agreement.

3. Award Procedures

1. Section 286.0113, Fla. Stat., exempts from being open to the public, any portion of a meeting at which: (1) a negotiation with a Respondent is conducted pursuant to a competitive solicitation; (2) a Respondent makes an oral presentation as part of a competitive solicitation; (3) a Respondent answers questions as part of a competitive solicitation; or (4) negotiation strategies are discussed.

Also, recordings of, and any records presented at, the exempt meeting are exempt from §119.07(1) and §24(a), Art. I of the State Constitution (Public Records) until such time as the District provides notice of an intended decision or until 30 days after opening the Quotes or final replies, whichever occurs earlier. A complete recording shall be made of any portion of an exempt meeting. No portion of the exempt meeting may be held off the record.

2. Pursuant to §286.0113 Fla. Stat., if the District rejects all quotes and concurrently provides notice of its intent to reissue the competitive solicitation, the recording and any records presented at any exempt meeting shall remain exempt from §119.07(1) and §24(a), Art. I of the State Constitution (Public Records) until such time as the District provides notice of an intended decision concerning the reissued competitive solicitation or until the District withdraws the reissued competitive http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=%22open%20government%22&URL=0100-0199/0119/Sections/0119.07.html

- 3 -solicitation. A recording and any records presented at an exempt meeting are not exempt for longer than 12 months after the initial District notice rejecting all quotes.

3. The District will examine the quotes to determine completeness. Obvious mismatches with regard to technical or commercial requirements will be rejected at this time.

4. If two or more quotes are equal in all respects, the Agreement will be awarded as follows: (1) to the Respondent that certifies compliance with §287.087, Fla. Stat., via the Drug-Free Workplace Form; or (2) by lot.

5. In the event the Successful Respondent(s) fail to enter into the Agreement or the Agreement with said Respondent is terminated within 90 days of the effective date, the District reserves the right to negotiate with the other respondents in ranked order, if available, and award an Agreement.

6. All Respondents will be notified of the District's intent to award or decision to award the Agreement. For the purpose of filing a protest under §120.57(3), Fla. Stat., the time period will commence as provided in “Notices and Services Thereof.”

4. Disqualification of Respondents

Any of the following causes will be considered as sufficient grounds for disqualification of a Respondent and rejection of the Quote:

a. Contacting a District employee or officer other than Alan Weaver, the procurement specialist assigned to this solicitation action, about any aspect of this Quote Request before the notice of intended decision is posted.

b. Submission of more than one quote response for the same subject matter by an individual, firm, partnership, or corporation under the same or different names;

c. Evidence of collusion among Respondents;

d. Submission of materially false information with the Quote;

e. Information gained through checking of references or other sources which indicates that

Respondent may not successfully perform the Work;

f. Respondent is failing to adequately perform on any existing contract with the District;

g. Respondent has defaulted on a previous contract with the District;

h. The evidence submitted by Respondent, or the District’s investigation of Respondent, fails to satisfy the District that Respondent is properly qualified to carry out the obligations of the Agreement in a manner acceptable to the District and within the time period specified;

i. Any other cause that is sufficient to raise doubt regarding the ability of a Respondent to perform the Work in a manner that meets the District’s objectives for the Work.

5. Rejection of Quote

1. Quotes must be emailed to the specified location and received during the time specified on page 1 in order to be considered timely. Untimely quotes will not be considered. Quotes will be considered irregular and may be rejected if they show material omissions, alterations of form, additions not called for, conditions, limitations, unauthorized alternate quotes, or other material irregularities. The District may consider incomplete any quote not prepared and submitted in accordance with the provisions specified herein, and reserves the right to waive any minor deviations or irregularities in an otherwise valid Quote.

2. The District also reserves the right to reject any and all quotes when it determines, in its sole judgment and discretion that, it is not in its best interest to award the agreement.

6. Public Entity Crimes/Discriminatory Vendors

In accordance with §287.133 and §287.134, Fla. Stat., a person or affiliate who has been placed on the convicted or discriminatory vendor lists following a conviction for a public entity crime or placement on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids,

- 4 -proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or Contractor under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in §287.017 for CATEGORY TWO ($35,000) for a period of 36 months following the date of being placed on the convicted or discriminatory vendor lists.

7. Diversity

The District is committed to the opportunity for diversity in the award and performance of all procurement activities. The District encourages its primary respondents to make a good faith effort to ensure that women and minority-owned business enterprises (W/MBE) are given the opportunity for maximum participation as second and lower tier participants. The District will assist Respondents by sharing information on W/MBEs to encourage their participation.

8. Notices and Services Thereof

1. The District will publish notice of specifications and criteria, including addenda, intended agency decisions, or other matters pertinent to this solicitation on Onvia DemandStar at DemandStar.com.

Onvia DemandStar may also be accessed through the District’s website at sjrwmd.com. In addition, the District will post notices of intended agency decisions at the District’s headquarters, 4049 Reid Street, Palatka, Florida, Administration Building, Procurement Bulletin Board, on the date the publication is posted on Onvia DemandStar.

2. Notices that are posted on Onvia DemandStar are deemed received at 8:00 a.m. on the next business day following the date posted. Notices that are posted at the District’s Procurement Bulletin Board are deemed received at 8:00 a.m. on the next business day following the date of posting. Notices will be posted for a minimum of 72 hours following the time at which they are deemed received. The time period for filing a Notice of Protest pursuant to §120.57(3), Fla. Stat., and Rule 28-110.003, Fla. Admin. Code, commences at the time notices are deemed received.

3. As a courtesy to Respondents, the District may send copies of the notices of intended agency decisions via email or facsimile to the address or phone number provided by Respondent. These courtesy communications neither constitute official notice nor vary the times of receipt set forth above.

9. Protest Procedures

1. Pursuant to§120.57(3), Fla. Stat., and Rule 28-110.003, Fla. Admin. Code, any person adversely affected by the procurement methodology described herein, or the specifications or criteria, including addenda, must file a Notice of Protest within 72 hours after its posting

2. Pursuant to §120.57(3), Fla. Stat., and Rule 28-110.003, Fla. Admin. Code, any person adversely affected by a District decision or intended decision to award a contract, or to reject all bids, proposals, or qualifications, must file a written Notice of Protest within 72 hours after receipt of the decision or intended decision.

3. Pursuant to §120.57(3), Fla. Stat., and Rule 28-110.004, Fla. Admin. Code, the protester must also file with the District Clerk a Formal Written Protest within ten days after the date the Notice of Protest is filed with the District. The Formal Written Protest must state with particularity the facts and law upon which the protest is based. Pursuant to §287.042(2)(c), Fla. Stat., any person who files an action protesting the decision or intended decision must post with the District Clerk at the time of filing the formal written protest a bond, cashier’s check, or money order made payable to the St. Johns River Water Management District in an amount equal to one percent (1%) of the Districts estimated contract amount.

4. No additional time will be added for mailing. All filings must comply with Rule 28-106.104, Fla.

Admin. Code, and must be addressed to and received by the District Clerk at the District Headquarters in Palatka, Florida within the prescribed time periods. The District will not accept as filed any electronically transmitted facsimile pleadings, petitions, Notice of Protest or other documents.

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5. The District’s acceptance of pleadings, petitions, Notice of Protest, Formal Written Protest, or other documents filed by email is subject to certain conditions set forth in the District’s Statement of Agency Organization and Operation (issued pursuant to Rule 28-101.001, Florida Administrative Code), which is available for viewing at sjrwmd.com. These conditions include, but are not limited to, the document being in the form of a PDF or TIFF file and being capable of being stored and printed by the District.

6. Failure to file a protest within the time prescribed in §120.57(3), Fla. Stat., or failure to post the bond or other security required by law within the time allowed for filing a bond will constitute a waiver of proceedings under chapter 120, Fla. Stat. Mediation under §120.573, Fla. Stat., is not available.

RESPONSES

The District invites interested parties that meet the minimum qualifications contained herein to submit quotes regarding their products and related service offerings.

Exhibit 1 – Statement of Work Exhibit 2 – Cost Schedule Exhibit 3 – Qualifications: Documentation Forms & Relevant Project(s) Exhibit 4 – Sample Agreement Exhibit 5 – Insurance Requirements

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EXHIBIT 1 — STATEMENT OF WORK

Restoring Bivalves Using an R-Strategy

I. BACKGROUND:

Filter feeding organisms remove planktonic algae, which helps restore and maintain water quality. Good water quality supports other key ecological components of natural systems. Clams, which were a key filter feeder in the Indian River Lagoon (IRL) up to the 1980s, can be cultured using proven techniques that produce millions of small clams each year. Restoring clams to historical densities will improve the health of the lagoon, and efforts are underway to achieve this goal. However, the current approach to restoring the population of clams is labor intensive, time consuming, and risky.

Currently, high densities of small clams are held under monofilament nets or in mesh bags until their shells are approximately 15 mm wide, which takes about 10 months. The survivors are then planted in the targeted waterbody and protected from predation with extensive netting for a period of a year or more.

Planting at densities of 20–50 clams per square foot increases fertilization efficiency and subsequent reproductive success, but it also increases vulnerability to predation. In addition, the monofilament nets or bags need frequent maintenance to ensure they do not detach from the sediment and entangle fish, turtles, manatees, or wading birds, and predators, such as crabs, crown conch, stingrays, and red and black drum, can consume clams by getting under nets or tearing them. Hence, the risks associated with derelict gear and the costs of maintenance suggest a need to investigate alternative strategies for distributing clams.

The need for a new strategy stimulated this call for evaluating an approach that distributes enough clams to overwhelm predation pressure in an area. The new strategy should mimic the r-strategy employed by benthic bivalves that release so many larvae they overcome mortality from predation or other factors. The goal of this project would be to distribute millions of 1–2 mm clams at differing densities over areas up to an acre in size and document survival and growth in comparison to clams held in typical bags.

II. OBJECTIVE:

Test the utility of seeding large numbers of small clams and compare the resulting costs and benefits to those associated with the existing approach that relies on protecting larger clams.

III. SCOPE OF WORK: The work would involve distributing small clams at consistent densities and clams in bags at selected sites in the IRL that have been surveyed to document existing clams, with additional surveys documenting survival and growth.

IV. TASKS AND DELIVERABLES:

Contractor will perform all necessary work following consultation with the District.

Task 1 – Site Selection and Preparation

Description: The Contractor will prepare a list of suitable sites and three sites will be chosen in consultation with the District. The Contractor will conduct preliminary surveys based on harvesting ten haphazardly located 1-m2 quadrats to document numbers of existing live and dead clams that will serve as baselines for normalizing the results of future surveys.

Deliverables: 1. Data from the initial survey.

Task 2 – Distribution of Clams

Description: The Contractor will disperse 1-2 mm clams across the three sites at densities of approximately 10, 20, and 30 clams per square foot to evaluate the effects of density. Each of the sites will be delineated with coordinates determined via the Global Positioning System (GPS). To help differentiate mortality due to predation from mortality due to availability of food, salinity, or other environmental factors, the Contractor will place six bags of ~15-mm clams at each site. The bags will be approximately 3 foot × 3 foot, have 1-mm pore sizes, and contain 90, 180, or 270 clams.

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Deliverables: 1. Photographs and video of the distribution; 2. Progress report documenting the distribution including coordinates for the polygons delineating each site.

Task 3 – Tracking Survival and Growth

Description: The Contractor will survey all sites every other month for eight months after clams are dispersed. Each sampling event will include a survey that mimics the preliminary survey, with all clams in ten haphazardly placed 1-m2 quadrats clams enumerated and coded as live or dead. In addition, the clams in the bags will be enumerated and coded. For each quadrat and bag, calipers will be used to measure 20 clams to establish average sizes.

Deliverables: 1. Photographs and video documenting surveys; 2. Data and interpretations summarized in progress reports.

Task 4 – Reporting

Description: Contractor will submit three progress reports and a final report due twelve months after the project is initiated.

Deliverables: 1. Report documenting the completed project and an evaluation of the costs and benefits associated with distributing large numbers of small clams versus protecting larger clams.

V. SCHEDULE:

Task Description

Quarter 1 Quarter 2 Quarter 3 Quarter 4

Month Month Month Month

1 2 3 1 2 3 1 2 3 1 2 3

1 Site Selection and Preparation X X

2 Distribution of Clams X X

3 Tracking Survival and Growth X X X X X X X X

4 Reporting X X X X X = ongoing task

VI. BUDGET:

Contractor shall submit invoices at completion of tasks as shown in EXHIBIT 2 — COST SCHEDULE.

Invoices shall be submitted along with relevant deliverables by one of the following two methods: (1) by mail to the St. Johns River Water Management District, Director, Division of Financial Management, 4049 Reid Street, Palatka, Florida 32177, or (2) by e-mail to acctpay@sjrwmd.com. Each invoice shall be submitted in detail sufficient for proper pre-audit and post-audit review. If necessary for audit purposes, the District may require, and Contractor shall provide additional supporting information to document invoices. The work is authorized to proceed on the date an Agreement is executed by the District. The Work shall be completed no later than June 30, 2024.

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EXHIBIT 2 — QUOTE COST SCHEDULE

RESTORING BIVALVES USING AN R-STRATEGY

(Note: This page must be submitted with response.)

DUE BY: NO LATER THAN 3:00 PM, April 4, 2023 - RESPONSES SHALL BE SUBMITTED TO

THE PROCUREMENT SPECIALIST AS IDENTIFIED ON THE FIRST PAGE OF THIS REQUEST.

BID SCHEDULE - Restoring Bivalves Using an R-Strategy (Not to exceed the amount of $49,000.00)

Task Description Amount

1 Site Selection and Preparation $_____________

2 Distribution of Clams $_____________

3 Tracking Survival and Growth $_____________

4 Reporting $_____________

Total $_____________

I HEREBY ACKNOWLEDGE, as an Authorized Representative for the Respondent, that I have fully read and understand all terms and conditions as set forth in this quotation, and upon award of such quotation, shall fully comply with such terms and conditions.

RESPONDENT (FIRM NAME)

ADDRESS

SIGNATURE TYPED NAME & TITLE

TELEPHONE NUMBER EMAIL ADDRESS

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CERTIFICATE AS TO CORPORATION

Include this form in the response

The below Corporation is organized under the laws of the State of ; is authorized by law to respond to this Quote Request and perform all work and furnish materials and equipment required under the Agreement, and is authorized to do business in the state of Florida.

Corporation name:

Address:

Registration No.:

Registered Agent:

By:

(Official Title) (Affix corporate seal)

Attest:

The full names and business or residence addresses of persons or firms interested in the foregoing quote as principals or officers of Respondent are as follows (specifically include the President, Secretary, and Treasurer and state the corporate office held of all other individuals listed):

Identify any parent, subsidiary, or sister corporations involving the same or substantially the same officers and directors that will or may be involved in performance of the Project, and provide the same information requested above on a photocopy of this form.

If applicable, attach a copy of a certificate to do business in the state of Florida, or a copy of the application that has been accepted by the state of Florida to do business in the state of Florida, for the Respondent and/or all out-of-state corporations that are listed pursuant to this form.

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EXHIBIT 3 – QUALIFICATON FORMS

QUALIFICATLONS - GENERAL

(This form to be included with quote submittal)

As part of the bid, Respondent shall complete the following so that the District can determine Respondent's ability, experience, and facilities for performing the Work.

Name of Respondent:

Respondent’s Tax Identification No.:

Year company was organized/formed:

Number of years Respondent has been engaged in business under the present firm or trade name:

Total number of years Respondent has experience in similar work as described in quote request minimum qualification:

Has Respondent previously been engaged in the same or similar business under another firm or trade name?

Has Respondent ever been adjudicated bankrupt, initiated bankruptcy, or been the subject of bankruptcy proceedings on behalf of the current entity submitting this bid or a prior entity that Respondent substantially operated or controlled? If yes, please describe the nature and result of those proceedings and the entity involved.

Describe the background/experience of the person or persons who will be primarily responsible for directing the Work that will be performed pursuant to this bid. This inquiry is intended to encompass the project manager and/or superintendent who will be engaged on a daily basis in directing performance of the

Work.

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QUALIFICATIONS — RELEVANT PROJECTS

RESTORING BIVALVES USING AN R-STRATEGY

(This form to be included with quote submittal)

As part of the quote request, Respondent have completed at least two (2) projects so that the District can determine Respondent’s ability, experience, and facilities for performing the Work.

Completed Project 1:

Client/Project Owner:

Current contact person with Client/Project Owner:

Telephone: Email:

Address of Client/Project Owner:

Project description:

No. of Employees: Start date: Completion date:

(min: ___) (month/year) (month/year) No. of Locations: (min:___) Name(s) of assigned personnel:

Project manager:

Account manager:

Solution engineer:

Technical engineer:

Rollout engineer:

Technical coordinator:

Provisioning coordinator:

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Completed Project 2:

Client/Project Owner:

Current contact person with Client/Project Owner:

Telephone: Email:

Address of Client/Project Owner:

Project description:

No. of Employees: Start date: Completion date:

(min:___) (month/year) (month/year) No. of Locations: (min: ___) Name(s) of assigned personnel:

Project manager:

Account manager:

Solution engineer:

Technical engineer:

Rollout engineer:

Technical coordinator:

Provisioning coordinator:

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EXHIBIT 4 - SAMPLE AGREEMENT

DRAFT AGREEMENT BETWEEN THE

ST. JOHNS RIVER WATER MANAGEMENT DISTRICT

AND ___________FOR

RESTORING BIVALVES USING AN R-STRATEGY

THIS AGREEMENT is entered into by and between the GOVERNING BOARD of the ST.

JOHNS RIVER WATER MANAGEMENT DISTRICT (the “District”), whose address is 4049 Reid Street, Palatka, Florida 32177-2571, and (“Contractor”), whose address is . All references to the parties hereto include the parties, their officers, employees, agents, successors, and assigns.

In consideration of the payments hereinafter specified, Contractor agrees to furnish and deliver all materials and perform all labor required for Contract 38472, Restoring Bivalves Using an R-Strategy (the “Work”). Contractor shall complete the Work in conformity with this Agreement, which includes the Statement of Work and any Special Conditions or other attachments. If any provision in the body of this Agreement conflicts with any attachment hereto, the body of this Agreement shall prevail. The parties hereby agree to the following terms and conditions.

1. TERM

(a) The term of this Agreement shall be from the Effective Date to the Completion Date. Time is of the essence for each and every aspect of this Agreement. Where additional time is allowed to complete the Work, the new time limit shall also be of the essence. All provisions of this Agreement that by their nature extend beyond the Completion Date survive termination or expiration hereof.

(b) Effective Date. The Effective Date is the date upon which the last party to this Agreement has dated and executed the same.

(c) Completion Date. The Completion Date of this Agreement is June 30, 2024, unless extended by mutual written agreement of the parties. The Work shall be completed for use no later than said date.

2. DELIVERABLES

(a) The Work is specified in the Statement of Work, Attachment A. Contractor shall deliver all products and deliverables as stated therein. Contractor is responsible for the professional quality, technical accuracy, and timely completion of the Work. Both workmanship and materials shall be of good quality. Contractor shall, if required, furnish satisfactory evidence as to the kind and quality of materials provided. Unless otherwise specifically provided for herein, Contractor shall provide and pay for all materials, labor, and other facilities and equipment necessary for performance of the Work. The District’s Project Manager shall make a final acceptance inspection of the deliverables when completed and finished in all respects.

(b) If not otherwise addressed in the Statement of Work, upon written request, Contractor shall submit written progress reports to the District’s Project Manager at the frequency requested in the form approved by the Project Manager at no additional cost to the District. The progress report shall provide an updated progress schedule, taking into account all delays and approved changes in the Work. Failure to provide a progress report will be cause to withhold payment.

3. OWNERSHIP OF DELIVERABLES. The Work is specified in the Statement of Work, Attachment A. Contractor shall deliver all products and deliverables as stated therein. Contractor is responsible for the professional quality, technical accuracy, and timely completion of the Work. Both workmanship and materials shall be of good quality. Contractor shall, if required, furnish satisfactory evidence as to the kind and quality of materials provided. Unless otherwise specifically provided for herein, Contractor shall provide and pay for all materials, labor, and other facilities and equipment necessary for performance of the Work. The District’s Project Manager shall make a final acceptance inspection of the deliverables when completed and finished in all respects.

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4. FUNDING OF AGREEMENT

(a) For satisfactory performance of the Work, the District agrees to pay Contractor a not to exceed amount of $________ (the “Total Compensation”).

5. PAYMENT OF INVOICES

(a) Contractor shall submit detailed invoice by one of the following two methods: (1) by email to acctpay@sjrwmd.com (preferred) or (2) by mail to the St. Johns River Water Management District, Finance Director, 4049 Reid Street, Palatka, Florida 32177-2571. Each invoice shall be submitted in detail sufficient for proper pre-audit and post-audit review. If necessary for audit purposes, Contractor shall provide additional supporting information as required to document invoices.

(b) End of District Fiscal Year Reporting. The District’s fiscal year ends on September 30.

Irrespective of the invoicing frequency, the District is required to account for all encumbered funds at that time. When authorized under the Agreement, submittal of an invoice for work completed as of September 30 satisfies this requirement. The invoice shall be submitted no later than October 30. If the Agreement does not authorize submittal of an invoice for work competed as of September 30, Contractor shall submit, prior to October 30, a description of the additional Work completed between the last invoice and September 30, and an estimate of the additional amount due as of September 30 for such Work. If there have been no prior invoices, Contractor shall submit a description of the Work completed on the project through September 30 and a statement estimating the dollar value of that Work as of September 30.

(c) Final Invoice. The final invoice must be submitted no later than 45 days after the Completion Date; provided, however, that when the Completion Date corresponds with the end of the District’s fiscal year (September 30), the final invoice must be submitted no later than 30 days after the Completion Date. Final invoices that are submitted after the requisite date shall be subject to a penalty of ten percent of the invoice. This penalty may be waived by the District, in its sole judgment and discretion, upon a showing of special circumstances that prevent the timely submittal of the final invoice. Contractor must request approval for delayed submittal of the final invoice not later than ten days prior to the due date and state the basis for the delay.

(d) All invoices shall include the following information: (1) District contract number; (2) Contractor’s name and address (include remit address, if necessary); (3) Contractor’s invoice number and date of invoice; (4) District Project Manager; (5) Contractor’s Project Manager; (6) supporting documentation as to cost and/or project completion (as per the cost schedule and other requirements of the Statement of Work. Invoices that do not correspond with this paragraph shall be returned without action, stating the basis for rejection. Payments shall be made within 45 days of receipt of an approved invoice. Disputes regarding invoice sufficiency are resolved pursuant to the dispute resolution procedure of this Agreement.

(e) Travel expenses. If the cost schedule for this Agreement includes a line item for travel expenses, travel expenses shall be drawn from the project budget and are not otherwise compensable. If travel expenses are not included in the cost schedule, they are a cost of providing the service that is borne by Contractor and are only compensable when specifically approved by the District as an authorized District traveler. In such instance, travel expenses must be submitted on District or State of Florida travel forms and shall be paid pursuant to District Administrative Directive 391.

(f) Payments. Absent exceptional circumstances, Contractor is required to sign up and receive payment(s) electronically from the District via Automated Clearing House (ACH) payment.

(g) 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 Contractor to make payments when due to subcontractors or suppliers for materials or labor; (3) failure to maintain adequate progress in the Work; (4) damage to another contractor; or (5) any

- 15 -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.

(h) Payments. The District shall pay Contractor 100% of each approved invoice.

6. PAYMENT AND RELEASE. Upon satisfactory completion of the Work, the District will provide Contractor a written statement accepting all deliverables. Contractor’s acceptance of final payment shall constitute a release in full of all Contractor claims against the District arising from the performance of this Agreement, with the exception of any pending claims for additional compensation that have been documented and filed as required by this Agreement.

7. INDEMNIFICATION. Contractor shall indemnify and hold harmless, release, and forever discharge the District, its public officers, employees, agents, representatives, successors, and assigns, from any and all liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney’s fees, arising from or caused by the Contractor, its employees or subcontractors, in the performance of the Work. Contractor shall further indemnify the District for all costs and penalties the District incurs related to any failure to offer Patient Protection and Affordable Care Act compliant health care coverage to Contractor-employees performing under this contract.

8. INSURANCE. Contractor shall acquire and maintain all insurance required by Attachment B, Insurance Requirements, and shall not commence Work until it has provided Certificates of Insurance to the District as per Attachment B. Receipt of Certificates of Insurance indicating less coverage than required does not constitute a waiver of the Insurance Requirements. Contractor waives its right of recovery against the District to the extent permitted by its insurance policies. Contractor’s insurance shall be considered primary, and District insurance shall be considered excess, as may be applicable to Contractor’s obligation to provide insurance.

9. FUNDING CONTINGENCY. This Agreement is at all times contingent upon funding availability, which may include a single source or multiple sources, including, but not limited to: (1) ad valorem tax revenues appropriated by the District's Governing Board; (2) annual appropriations by the Florida Legislature, or (3) appropriations from other agencies or funding sources. Agreements that extend for a period of more than one Fiscal Year are subject to annual appropriation of funds in the sole discretion and judgment of the District's Governing Board for each succeeding Fiscal Year. Should the Work not be funded, in whole or in part, in the current Fiscal Year or succeeding Fiscal Years, the District shall so notify Contractor and this Agreement shall be deemed terminated for convenience five days after receipt of such notice, or within such additional time as the District may allow. For the purpose of this Agreement, “Fiscal Year” is defined as the period beginning on October 1 and ending on September 30.

10. PROJECT MANAGEMENT PERSONNEL

(a) The Project Managers listed below shall be responsible for overall coordination and management of the Work. Either party may change its Project Manager upon three business days’ prior written notice to the other party. Written notice of change of address shall be provided within five business days. All notices shall be in writing to the Project Managers at the addresses below and shall be sent by one of the following methods: (1) hand delivery; (2) U.S. certified mail; (3) national overnight courier; (4) email or, (5) fax. Notices via certified mail are deemed delivered upon receipt. Notices via overnight courier are deemed delivered one business day after having been deposited with the courier. Notices via email or fax are deemed delivered on the date transmitted and received.

DISTRICT CONTRACTOR

Charles Jacoby, Project Manager , Project Manager St. Johns River Water Management District 4049 Reid Steet Palatka, Florida 32177 Phone: 386-329-4243 Phone:

Email: cjacoby@sjrwmd.com Email:

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(b) The District’s Project Manager shall have sole responsibility for transmitting instructions, receiving information, and communicating District policies and decisions regarding all matters pertinent to performance of the Work.

(c) Contractor shall provide efficient supervision of the Work, using its best skill and attention.

Contractor shall keep, on the worksite during its progress, a competent superintendent that is satisfactory to the District. The superintendent shall not be changed except with the District’s consent, unless the superintendent proves to be unsatisfactory to Contractor and/or ceases to be in its employ. The superintendent shall represent Contractor in the absence of Contractor’s Project Manager. All directions given to him shall be as binding as if given to Contractor. If the District produces documented evidence and informs the Contractor that any person on the job is incompetent, disorderly, or is working contrary to the Agreement or the District’s instructions, that person shall thereupon be immediately dismissed from the project and shall not be given employment on any work connected with this Agreement. The District may request Contractor replace its Project Manager if said manager fails to carry the Work forward in a competent manner, follow instructions or specifications, or for other reasonable cause.

(d) Contractor shall maintain an adequate and competent professional staff. Contractor’s employees, subcontractors, or agents shall be properly trained to meet or exceed any specified licensing, training and/or certification applicable to their profession. Upon request, Contractor shall furnish proof thereof.

11. SCHEDULING AND WORK PLANNING; PROGRESS REPORTING

(a) Progress Reports. Contractor shall provide to the District update/status reports as provided in the Statement of Work. Reports will provide detail on progress of the Work and outline any potential issues affecting completion or the overall schedule. Reports may be submitted in any form agreed to by District’s Project Manager and Contractor, and may include emails, memos, and letters.

1. Progress Meetings. The District may conduct progress meetings with Contractor on a frequency to be determined by the District. In such event, Contractor shall make available its Project Manager and other appropriate personnel to discuss matters pertinent to the Work.

2. Failure to Meet Schedule. If progress of the Work falls five percent or more behind schedule, except as a result of District-approved delays, Contractor shall take all necessary steps to augment the work effort to get the project back on schedule. Should the progress of the Work fall ten percent or more behind schedule, the District may advise Contractor through a “cure” notice that this Agreement is subject to termination for cause if the failure is not cured within the time frame specified in said notice.

12. AMENDMENTS; EMERGENCY CHANGES IN WORK

(a) Amendments. The parties may not amend this Agreement except in writing. Modifications that alter, add to, or deduct from the Work, or otherwise modify the terms of this Agreement, shall be implemented through a change order or formal amendment, specifying the nature of the change and any associated change in the Total Compensation and/or Completion Date. The District’s Project Manager may also issue a District Supplemental Instruction (DSI) form (Attachment C) to authorize minor adjustments to the Work that are consistent with the purpose of the Work. Both parties must sign the DSI. A DSI may not be used to change the Total Compensation, quantity, quality or the Completion Date of the Work, or to change or modify the Agreement.

(b) Emergency Changes in Work. In the event an emergency endangering life or property requires immediate action, the District may give Contractor an oral instruction to proceed with an emergency change in the Work, which will be confirmed in writing within five days. Within 15 days after commencement of the emergency change in the Work, Contractor shall provide the District with a written estimate of any increased costs or delays as a result thereof. Failure to so notify the District constitutes a waiver of any right to an extension of time or increase in compensation. Within 15 days after receipt of Contractor’s estimate, the parties shall negotiate a Change Order. If unable to reach agreement, disputed issues shall be resolved pursuant to the dispute resolution procedure. In no event shall Contractor decline to perform the emergency change in the Work.

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13. TERMINATION. The District may terminate this Agreement without cause upon ten days’ written notice. In such event, Contractor shall be compensated for all Work performed in accordance with this Agreement to the effective date of termination. Alternatively, in the event of any material breach hereof, the District may terminate this Agreement for cause on ten days’ written notice and opportunity to cure. Upon termination with or without cause, the District may take possession of and finish the Work by whatever means it deems expedient. Contractor may terminate this contract only if the District fails to pay sums when due. In such event, Contractor shall provide the District no less than ten days’ prior written notice of its intention to terminate and afford the District an opportunity to cure the grounds for termination within said period.

ADDITIONAL PROVISIONS

(In Alphabetical Order)

BUSINESS DAY: Monday through Friday, excepting those holidays observed by the District – New Year’s Day, Martin Luther King Day, Memorial Day, Independence Day, Labor Day, Veteran’s Day, Thanksgiving (and Friday), and Christmas Day.

CHANGE ORDER: A written agreement of the parties after the Commencement Date to amend this Agreement so as to modify the Statement of Work or the Total Compensation or provide for an extension of time.

CONTRACTOR: Contractor, its officers, employees, agents, successors, and assigns.

CONTRACTOR’s PROJECT MANAGER: The individual designated by the Contractor to be responsible for overall coordination, oversight, and management of the Work for Contractor.

14. ACCESS. The District will provide sufficient access to accomplish any Work performed on District property. Land access to the work area shall be restricted to the route designated by the District.

Access routes shall be used only for the Work. Contractor shall not disturb lands or waters outside the area of activity, except as authorized by the District. Contractor shall keep all gates to District lands or easements closed and locked in accordance with District specifications when not in use, and shall immediately notify the District when a gate has become impaired due to vandalism or other cause.

Contractor shall be responsible for providing lock(s) to District properties, unless otherwise stated in the Statement of Work.

15. AUDIT; ACCESS TO RECORDS. Contractor must preserve its books and other records involving transactions related to this Agreement and provide the District, or its duly authorized representatives, access and necessary facilities to inspect and audit those records for five years after the receipt of funds. If an examination or audit is performed, Contractor must continue to maintain all required records until such audit has been completed and all questions arising from it are resolved. Contractor shall refund any payment(s) that are found to not constitute allowable costs based upon an audit examination.

16. CIVIL RIGHTS. Pursuant to chapter 760, Fla. Stat., Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, pregnancy, or national origin, age, handicap, or marital status.

17. COOPERATION WITH THE INSPECTOR GENERAL, PURSUANT TO §20.055(5) FLA.

STAT. Contractor and any subcontractors understand and will comply with their duty, pursuant to §20.055(5), Fla. Stat., to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing.

18. COORDINATION WITH THE DISTRICT AND OTHER DISTRICT CONTRACTORS

(a) The District may let other contracts in connection with the Work. Wherever work done by the District or another District contractor is contiguous to Contractor’s Work, the respective rights of the various interests shall be established by the District so as to secure completion of the Work.

Contractor shall arrange its Work so as not to interfere with the District or other District contractors and join its Work to that of others in a proper manner, and in accordance with the intent of the Statement of Work. Contractor shall perform its Work in the proper sequence in relation to that of other District contractors, as may be directed by the District. Contractor shall afford other District contractors reasonable opportunity for introduction and storage of their

- 18 -materials and execution of their work, and shall properly conduct and coordinate its Work with theirs. Contractor shall take into account all contingent work to be done by others and shall not plead its want of knowledge of such contingent work as a basis for delay or non-performance.

Contractor shall be liable for any damage it causes to the work performed by other District contractors.

(b) If any part of the Work depends for proper execution or results upon the work of other District contractors, Contractor shall inspect and promptly report any defects in the other contractors’ work that render it unsuitable for Contractor’s Work. Failure to so inspect and report shall constitute an acceptance of the other contractors’ work as fit and proper for the reception of its Work, except as to defects which may develop in the other contractors’ work after execution of the Work.

19. CORRELATION AND INTENT OF DOCUMENTS; QUESTIONS OR ISSUES REGARDING

PERFORMANCE OF THE WORK

(a) This Agreement and all attachments are complementary. What is called for by one is as binding as if called for by all. The intent is to include all labor and materials, equipment, transportation, and incidentals necessary for the proper and complete execution of the Work. Materials or work described in words, which so applied have a well-known technical or trade meaning, shall be held to refer to such recognized standards.

(b) It is the District’s intention to fully assist Contractor in the successful performance of the Work and to respond in a timely manner to questions or issues that arise. Contractor should discuss any questions or issues with the District’s Project Manager and communicate such questions or issues in writing when required by this Agreement. The District shall respond through its Project Manager.

20. DISPUTE RESOLUTION

(a) During the course of work. In the event any dispute arises during the course of the Work, Contractor shall fully perform the Work in accordance with the District’s written instructions and may claim additional compensation.