Appendix_6_-_SWFWMD_Agreement.pdf

AGREEMENT NO. 22CF0003715

Southwest Florida Water Management District

Cooperative Funding Initiative (CFI) Project Agreement (Type 1-3)

This Agreement, including any exhibits referenced, attached, or incorporated herein (Agreement) is entered into by and between the Southwest Florida Water Management District (District), 2379 Broad Street, Brooksville, Florida 34604, and the Cooperator named below.

Funding/Agreement Information

Effective Date: 10/1/2021 Expiration Date: 06/21/2025 Type/Risk Level (1-3): Type 2 O&M Expiration Date:

Anticipated Total Project Cost: $648,000

Multi-Year Funded Project: No

District’s Maximum Share: $324,000

Funding Approved:

FY: 2022 $324,000

District Funding:

50%

State Funding: No CSFA #: Title:

Federal Funding: No CFDA #: Title:

Cooperator’s Total Share: $324,000 Land Acquisition Cost: No Third Party Review: No Conservation Easement: No

Party Contacts District Contract Manager

Name: RJ Dowling, Professional Engineer Address: 7601 U.S. 301 North (Fort King Highway)

Tampa, Florida 33637 Phone: 1-800-423-1476 x4739 Email: robert.dowling@swfwmd.state.fl.us

Cooperator Project Manager Name: Victoria Preston

Address: 14 S. Fort Harrison Avenue Clearwater, Florida 33756

Phone: 7274643687 Email: vpreston@pinellascounty.org

Project Information Cooperator Name: Pinellas County Cooperator Address: 14 S. Fort Harrison Avenue

Clearwater, Florida 33756 Project Number: W106 Project Name: Starkey M10 Stormwater Facility Quality Improvements Entity Type: Public

Project Description:

This Project consists of construction of a stormwater pond and modification of an existing stormwater system to improve water quality discharging to Boca Ciega Bay within the Tampa Bay watershed, a SWIM priority water body.

Electronic Signature: Yes

DocuSign Envelope ID: 01921BA3-9E95-4CF5-8931-497ADC112CA2

The Parties agree to comply with the terms and conditions of the following checked exhibits and attachments, which are incorporated herein by reference:

X Exhibit A - CFI Standard Terms and Conditions (Public Cooperator) Exhibit A - CFI Standard Terms and Conditions (Private Cooperator) Exhibit B - CFI Special Terms and Conditions – Standard Construction, Restoration, or Conservation with Construction

X Exhibit B - CFI Special Terms and Conditions – Construction (Water Quality/Flood Protection) Exhibit B - CFI Special Terms and Conditions – Construction (Reclaimed Water) Exhibit B - CFI Special Terms and Conditions – Construction (Aquifer Storage & Recovery and Recharge) Exhibit B - CFI Special Terms and Conditions – Non-Construction (Study, Conservation, Watershed Management Plan, or Third-Party Review {design only}) Exhibit B - CFI Special Terms and Conditions – Construction/Non-Construction (Septic to Sewer)

X Exhibit C - Project Plan Exhibit D - State Funding Terms and Conditions Exhibit E - Federal Funding Terms and Conditions Exhibit F - Special Audit Requirements Exhibit G - Miscellaneous Additional Exhibits (if necessary)

X Attachment 1 - Contingency Funds Justification Form X Attachment 2 - Minority/Women Owned and Small Business Utilization Report Form

Attachment 3 - Sample Conservation Easement X Attachment 4 - Cooperative Funding Agreement Checklist

Additional Attachments (if necessary)

IN WITNESS WHEREOF, the parties hereto, or their lawful representatives, have executed this Agreement on the day and year set forth next to their signatures below.

Southwest Florida Water Management District

By:

Name: Date:

Title:

Pinellas County

By:

Name: Date:

Title:

Attest:

By:________________________________________ Deputy Clerk

Approved as to Form and Content:

By:________________________________________ County Attorney (Designee)

Charlie Justice Chairman

April 13, 2022

DocuSign Envelope ID: 01921BA3-9E95-4CF5-8931-497ADC112CA2

Amanda Rice

Assistant Executive Director

04/14/2022

Exhibit A

Southwest Florida Water Management District Standard Terms and Conditions

Public Cooperator

1. Project Contacts and Notices.

The individuals identified in the CFI Project Agreement are the prime contacts for matters relating to this Agreement. Each party shall provide notice to the other party of any changes to the prime contact information. All notices under this Agreement shall be in writing to the other party’s prime contact and shall be sent by email or overnight mail, except for cure and default notices which shall be sent by certified mail. Unless otherwise indicated in this Agreement, reports may be provided by email. Notices and reports are effective upon receipt. Any notice or report delivered by email shall request a receipt thereof confirmed by email or in writing by the recipient and the effective date shall be the date of receipt, provided such receipt has been confirmed by the recipient.

2. Contact Authority.

The Cooperator’s Project Manager is authorized to affirm the invoice certification required by this Agreement. The District’s Contract Manager is authorized to approve requests to extend a Project task deadline or to adjust a line item amount of the Project Budget. The District’s Contract Manager is not authorized to approve any time extension that will extend a Project task beyond the expiration date of this Agreement or which will result in a change to the total Project cost or the parties’ funding shares as identified in the CFI Project Agreement. Changes authorized by this Paragraph do not require a formal written amendment but must be in writing and signed in accordance with each party’s signature authority.

3. Agreement Term.

The effective date of this Agreement is identified in the CFI Project Agreement. The expiration date is the date identified in the CFI Project Agreement, or upon the satisfactory completion of the Project and subsequent final reimbursement to the Cooperator, whichever occurs first. If Exhibit B requires the Cooperator to operate and maintain the Project after its completion, the operation and maintenance obligation shall survive the above-referenced expiration date for 20 years, beginning on the date provided in Exhibit B. The Cooperator is not eligible for reimbursement for any Project work conducted or costs incurred prior to the effective date of this Agreement.

4. Scope of Work.

The Cooperator shall perform the services necessary to complete the Project in accordance with Exhibit C, the Project Plan. The Cooperator shall commence and complete Project tasks in accordance with the Project Schedule, including any properly authorized extensions of time. Time is of the essence in the performance of each obligation under this Agreement. The Cooperator shall promptly advise the District of issues that arise that may impact the successful and timely completion of the Project. The Cooperator shall be solely responsible for managing and controlling the Project and its operation and maintenance, including the engagement and supervision of any consultants or contractors.

5. Funding.

The anticipated total cost of the Project is identified in the CFI Project Agreement. The District’s maximum funding share is identified in the CFI Project Agreement, subject to Paragraph 6 below. The Cooperator shall provide all remaining funds necessary for the satisfactory completion of the Project.

Any state or federal appropriations or grant funds received by the Cooperator for the Project will be applied to reduce each party’s share in accordance with their respective funding percentages as described in the CFI Project Agreement. If the District is a recipient of state or federal appropriations or grant funds for the Project, the District’s reimbursement obligation of such funding amounts is contingent upon the District’s receipt of such funds.

Reimbursement for expenditures of contingency funds is contingent upon the District’s approval and determination, in its sole discretion, that the expenditures were necessary to achieve the resource benefit of the Project and were not in excess of what was reasonably necessary to complete the Project. The term “contingency funds” shall include funds that are allocated for unanticipated or extra work needed to the complete the Project. Items not considered for reimbursement include those unrelated to the resource benefit or resulting from design errors and defects in the work. The Cooperator may submit up to 5% of the anticipated total cost of the Project for contingency reimbursement. The District’s total reimbursement obligation of contingency expenses is limited to its funding percentage identified in CFI Project Agreement. If an invoice includes expenditures of contingency funds, the Cooperator shall complete and submit the Contingency Funds Justification Form exhibit to explain the basis of each line item expenditure.

The Cooperator shall evaluate the cost benefit of utilizing owner direct purchases for the Project and shall advise the District as to the reason the Cooperator did or did not choose to utilize owner direct purchase for major Project components.

Costs associated with in-kind services provided by the Cooperator are not reimbursable by the District and may not be included in the Cooperator’s share of Project funding.

Unless otherwise indicated in this Agreement, the District shall withhold a retainage of 10% of its funding share until all submittals and deliverables required by this Agreement have been provided and the District’s Contract Manager verifies their compliance with this Agreement.

If the Project Plan requires the District to contract with a consultant to perform a third-party review of the 30% design package:

5.7.1. The District shall withhold reimbursement of the costs associated with the 30% design package in an amount equivalent to half the cost of the third-party review.

5.7.2. The District has the right to terminate this Agreement without further payment obligation at the option of the District Governing Board, in its sole discretion, after being presented with the third-party review. If the Board decides to terminate this Agreement, the District shall not be obligated to reimburse the Cooperator for any post-30% design work.

6. Funding Contingency.

The District’s performance and payment pursuant to this Agreement are contingent upon the District’s Governing Board appropriating funds in its approved budget for the Project in each fiscal year of this Agreement. The District’s funding percentage is subject to change due to subsequent Governing Board approvals. However, once funds are appropriated for the Project in a given fiscal year and the Cooperator has expended allowable Project costs, the appropriated amount will not be reduced. If the District does not approve additional funds needed for the Project in a future fiscal year, the District is obligated to reimburse its share of Cooperator expenses incurred in the amount of funds the District appropriated as of the date of the District’s non-appropriation. In this event, the District and the Cooperator, by mutual agreement, may reduce the Project scope. The Cooperator’s performance and payment pursuant to this Agreement are contingent on the Cooperator’s governing body or the Florida Legislature, as applicable, lawfully appropriating legally available funds.

7. Invoice and Payment.

The District shall reimburse the Cooperator for its share of allowable Project costs in accordance with the Project Budget, subject to its right to withhold funds as provided in this Agreement; however, at no point in time will the District’s expenditure amounts under this Agreement exceed the District’s funding percentage identified in the CFI Project Agreement.

Each invoice must include the following certification:

"I certify that the costs requested for reimbursement and the Cooperator’s matching funds are directly related to the performance under the Agreement between the Southwest Florida Water Management District and the Cooperator (Agreement No.

____________), are allowable, allocable, properly documented, and are in accordance with the approved Project Budget. This invoice includes $__ of contingency funds expenditures.”

If the invoice includes the use of federal or state appropriations or grant funds, the certification must also include the following sentence:

“The Cooperator received a total of $__ in federal and state appropriations or grant monies for the Project and $__ has been allocated to this invoice, reducing the District’s and Cooperator’s share of this invoice to $__ / $__ respectively."

With the exception of the payment of contingency funds, the District shall reimburse the Cooperator within 45 days of receipt of an invoice with adequate supporting documentation to satisfy auditing purposes and submitted in the manner prescribed by this Agreement. The District shall reimburse the Cooperator for expenditures of contingency funds within a reasonable time to accommodate the process provided for in Subparagraph 5.3. The Cooperator shall submit original invoices to the District every 3 months electronically at invoices@WaterMatters.org. If the Cooperator does not have the capability to submit invoices electronically, the invoices may be mailed to the Accounts Payable Section, Southwest Florida Water Management District, Post Office Box 15436, Brooksville, Florida 34604-5436. Copies of invoices may also be submitted to the District’s Contract Manager to expedite the review process.

Any travel expenses authorized under this Agreement will be reimbursed in accordance with Section 112.061, Florida Statutes (F.S.), as may be amended from time to time.

Surcharges added to third party invoices are not considered an allowable cost under this Agreement.

The Cooperator shall comply with applicable procurement laws when procuring consultants and contractors to accomplish the Project. The District shall only be obligated to reimburse the Cooperator for costs incurred under contracts for Project work that is included in the Project Plan and is necessary to achieve the resource benefits of the Project, to be determined by the District in its sole discretion. Additionally, the District shall only be obligated to reimburse the Cooperator for costs that are reasonable, to be determined by the District in its sole discretion. In order for the District to make the above determinations, the Cooperator shall provide all solicitations to the District prior to posting, and contracts prior to execution, unless the solicitation has been posted or contract has been executed before the parties’ execution of this Agreement, in which case, the documents must be provided within 30 days of execution of this Agreement. The District shall provide a response to the Cooperator within 21 days of receipt of the solicitation or contract. Upon written District approval, the budget amounts for the Project work set forth in a contract will refine the Project Budget and be incorporated herein by reference. The District shall not reimburse the Cooperator for costs incurred under consultant and contractor contracts until the requirements of this Subparagraph are satisfied.

8. Dispute Resolution.

If an issue or dispute arises during the course of the Project, including whether expenses are reimbursable under this Agreement, the Cooperator shall continue to perform the Project work in accordance with the Project Plan. The Cooperator shall seek clarification and resolution of any issue or dispute by providing the details and basis of the issue or dispute to the District’s Contract Manager no later than 10 days after the issue or dispute arises. If not resolved by the District’s Contract Manager, in consultation with his or her Bureau Chief, within 10 days of receipt of notice, the dispute will be forwarded to the District’s Assistant Executive Director. The District’s Assistant Executive Director in consultation with the District’s Office of General Counsel will issue the District’s final determination. The Cooperator’s continuation of the Project work as required under this Paragraph will not constitute a waiver of any legal remedy available to the Cooperator concerning the dispute.

9. Force Majeure.

In the event of hurricanes, tornados, floods, acts of God, acts of war, or other such catastrophes, or other man-made emergencies such as labor strikes or riots which are beyond the control of the party obligated to perform the work, the party’s obligation to meet the timeframes provided in this Agreement shall be suspended for the period of time the condition continues to exist. When the party is able to resume performance of its obligations under this Agreement, in whole or in part, it shall immediately give the other party written notice to that effect and shall resume performance no later than 2 days after the notice is delivered. The suspension of the party’s obligations provided for in this Paragraph shall be the party’s sole remedy for the delays set forth herein.

10. Project Records and Audit.

The Cooperator, upon request, shall permit the District to examine or audit all Project related records and documents during or following Project completion at no cost to the District. These records shall be available at all reasonable times for inspection, review, or audit. "Reasonable" shall be construed according to circumstances, but ordinarily shall mean normal business hours of 8:00 a.m. to 5:00 p.m., local time, Monday through Friday. The Cooperator shall similarly require its consultants and contractors to maintain and allow access to such records for inspection, review, or audit purposes. Payments made to the Cooperator under this Agreement shall be reduced for amounts found to be not allowable under this Agreement by an audit. If an audit is undertaken by the District, all required records shall be maintained until the audit has been completed and all questions arising from it are resolved. The Cooperator shall maintain all such records and documents for at least 5 years following completion of the Project. If an audit has been initiated and audit findings have not been resolved at the end of the 5 years, the records shall be retained until resolution of the audit findings, which would include an audit follow-up by the inspector general if the findings result from an external auditor, or any litigation. The Cooperator understands and will comply with its duty, pursuant to Section 20.055(5), F.S., to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing. The Cooperator shall similarly require its consultants and contractors to comply with their duty, pursuant to Section 20.055(5), F.S., to cooperate with the inspector general in any investigation, audit, inspection, review or hearing. This Paragraph shall survive the expiration or termination of this Agreement.

11. Reports.

The Cooperator shall provide the District with a quarterly report describing the progress of the Project tasks, adherence to the Project Schedule and any developments affecting the Project.

Quarterly means the calendar quarters ending March 31, June 30, September 30 and December 31. The Cooperator shall submit quarterly reports to the District’s Contract Manager no later than 30 days following the completion of the applicable quarter.

Upon request by the District, the Cooperator shall provide the District with copies of data, reports, models, studies, maps and other documents resulting from the Project. This Subparagraph shall survive the expiration or termination of this Agreement.

If required in the Project Plan, the Cooperator shall submit all water resource data collected under this Agreement to the District for upload to District databases, and to the Florida Department of Environmental Protection's (FDEP) database for water quality data in accordance with Rule 62-40.540, Florida Administrative Code. This Subparagraph shall survive the expiration or termination of this Agreement.

The Cooperator shall provide the documents referenced in this Paragraph at no cost to the District.

12. Risk, Liability, and Indemnity.

To the extent permitted by Florida law, the Cooperator assumes all risks relating to the Project and shall be solely liable for, and shall indemnify and hold the District harmless from all claims, loss, damage and other expenses, including attorneys’ fees and costs and attorneys’ fees and costs on appeal, arising from the design, construction, operation, maintenance or implementation of the Project; provided, however, that the Cooperator shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the District’s officers, employees, contractors and agents. The acceptance of the District’s funding by the Cooperator does not in any way constitute an agency relationship between the District and the Cooperator.

The Cooperator shall indemnify and hold the District harmless, to the extent allowed under Section 768.28, F.S., from all claims, loss, damage and other expenses, including attorneys’ fees and costs and attorneys’ fees and costs on appeal, arising from the negligent acts or omissions of the Cooperator’s officers, employees, contractors and agents related to its performance under this Agreement.

This Paragraph, including all subparagraphs, shall not be construed as a waiver of the Cooperator’s sovereign immunity or an extension of the Cooperator’s liability beyond the limits established in Section 768.28, F.S. Additionally, this Paragraph, including all subparagraphs, will not be construed to impose contractual liability on the Cooperator for underlying tort claims as described above beyond the limits specified in Section 768.28, F.S., nor be construed as consent by the Cooperator to be sued by third parties in any manner arising out of this Agreement.

Nothing in this Agreement shall be interpreted as a waiver of the District’s sovereign immunity or an extension of its liability beyond the limits established in Section 768.28, F.S., nor be construed as consent by the District to be sued by third parties in any manner arising out of this Agreement.

This Paragraph, including all subparagraphs, shall survive the expiration or termination of this Agreement.

13. Default.

A party may terminate this Agreement upon another party's failure to comply with any term or condition of this Agreement, provided the terminating party is not in default of this Agreement at the time of termination. The terminating party shall provide the defaulting party with a written notice stating its intent to terminate and describing all terms and conditions with which the defaulting party has failed to comply (Notice of Termination). If the defaulting party has not remedied its default within 30 days after receiving the Notice of Termination, this Agreement shall automatically terminate. If a default cannot reasonably be cured within 30 days, then the cure time may be extended at the terminating party’s discretion if the defaulting party is pursuing a cure of the default with reasonable diligence. The rights and remedies in this Paragraph are in addition to any other rights and remedies provided by law or this Agreement.

14. Release of Information.

The parties will not initiate any oral or written media interviews or issue press releases on or about the Project without providing notices or copies to the other party no later than 3 business days prior to the interview or press release. This Paragraph shall not be construed as preventing the parties from complying with the public records disclosure laws set forth in Chapter 119, F.S.

15. District Recognition.

The Cooperator shall recognize District funding in any reports, models, studies, maps or other documents resulting from this Agreement, and the form of said recognition shall be subject to District approval.

16. Permits and Real Property Rights.

The Cooperator shall obtain all permits, local government approvals and all real property rights necessary to complete and operate the Project prior to commencing any construction of the Project.

The District shall not reimburse the Cooperator for allowable costs under this Agreement until the Cooperator has obtained all permits, approvals, and property rights necessary to complete the Project. This Paragraph shall survive the expiration or termination of this Agreement.

17. Law Compliance.

The Cooperator shall comply with all applicable federal, state and local laws, rules, regulations and guidelines related to performance under this Agreement.

18. Diversity in Contracting and Subcontracting.

The District is committed to supplier diversity in the performance of all contracts associated with District cooperative funding projects. The Cooperator shall encourage Project participation of minority owned and woman owned and small business enterprises, as prime contractors and subcontractors, in accordance with applicable laws.

If requested, the District shall assist the Cooperator by sharing information to help the Cooperator ensure that minority owned and woman owned and small businesses are afforded an opportunity to participate in the performance of this Agreement.

If the District’s share of Project costs is greater than or equal to $100,000, the Cooperator shall provide the District with the Minority/Women Owned and Small Business Utilization Report attached as an exhibit, indicating all contractors and subcontractors who performed Project work, the amount paid to each contractor or subcontractor, and to the extent such information is known, whether each contractor or subcontractor was a minority owned or woman owned or small business enterprise. The report is required upon Project completion prior to final payment, or within 30 days of the execution of any amendment that increases the total Project cost, for information up to the date of the amendment and prior to the disbursement of any additional funds by the District.

19. Assignment.

No party may assign any of its rights or obligations under this Agreement, including any operation or maintenance obligations, without the prior written consent of the other party. Any attempted assignment in violation of this Paragraph is void. This Paragraph shall survive the expiration or termination of this Agreement.

20. Miscellaneous.

Nothing in this Agreement shall be construed or implied to create any relationship between the District and any consultant or contractor of the Cooperator. Nothing in this Agreement shall be construed to benefit any person or entity not a party to this Agreement. This Agreement is governed by Florida law and venue for resolving disputes under this Agreement shall be exclusively in Hillsborough County, Florida. Unless otherwise stated in this Agreement, if a court of competent jurisdiction deems any term or condition of this Agreement to be invalid, illegal, or unenforceable, the remaining terms and conditions are severable and shall remain in full force and effect. This Paragraph shall survive the expiration or termination of this Agreement.

21. Lobbying Prohibition.

Pursuant to Section 216.347, F.S., the Cooperator is prohibited from using funds provided by this Agreement for the purpose of lobbying the Legislature, the judicial branch or a state agency.

22. Counterparts and Authority to Sign.

The signatures of all parties need not appear on the same counterpart. Unless otherwise indicated in the CFI Project Agreement, in accordance with the Electronic Signature Act of 1996, electronic signatures, including facsimile transmissions, may be used and shall have the same force and effect as a written signature. Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective party to this Agreement.

23. Entire Agreement.

This Agreement, including the attached, referenced, and incorporated exhibit(s), constitutes the entire agreement between the parties and, unless otherwise provided herein, may only be amended through a formal amendment, signed by all parties to this Agreement. In the event of a conflict of contract terminology, priority shall be given first to the CFI Project Agreement; the exhibits, in the order presented in the CFI Project Agreement, except that Exhibit B shall take precedence over Exhibit A, and then the attachments in the order presented in the CFI Project Agreement.

Exhibit B

Southwest Florida Water Management District Special Terms and Conditions

Construction – Water Quality or Flood Protection

1. Project Funding.

The District Governing Board approved the funding of the Project based upon the expectation that the Resource Benefit as provided in the Project Plan would be achieved. Construction of the Project in accordance with the Measurable Benefit as provided in the Project Plan is expected to result in the Resource Benefit. The Cooperator is solely responsible for implementing the Project in such a manner that the Measurable Benefit is achieved. If at any point during the progression of the Project, the District determines that it is likely that the Measurable Benefit will not be achieved, the District shall provide the Cooperator with 15 days advance written notice that the District will withhold payments until such time as the Cooperator demonstrates that the Project will achieve the Measurable Benefit.

Furthermore, if at any point during the progression of the Project, it is determined by the District, in its sole discretion, that the Resource Benefit may not be achieved, the District may terminate this Agreement without any payment obligation. Such termination shall be effective 10 days following the Cooperator’s receipt of written notice from the District.

The District shall not reimburse the Cooperator for any costs under this Agreement until the notice to proceed with construction has been issued to the Cooperator’s contractor;

unless the Project Plan requires the District to perform a third-party review, in which case the District shall reimburse the Cooperator for the 30% design package costs subject to Subparagraph 5.7 in Exhibit A, and shall not reimburse the Cooperator for any post-30% design work until the notice to proceed with construction has been issued.

2. Repayment.

The Cooperator shall repay the District all funds the District paid to the Cooperator under this Agreement, except for the 30% design package costs if a third-party review was performed by the District, if: a) the Cooperator fails to complete the Project in accordance with the terms and conditions of this Agreement; b) the District determines, in its sole discretion, that the Cooperator has failed to maintain scheduled progress of the Project thereby endangering the timely completion of the Project; c) if the Cooperator is a public entity, the Cooperator fails to appropriate sufficient funds to meet the Project task deadlines; d) the District determines, in its sole discretion, that a permit, approval, or property right legal challenge has caused an unreasonable delay or cancellation of the Project; e) the Project is used for compensatory water quality treatment or mitigation or water use permitting withdrawal credits in violation of this Agreement; or f) any contractual requirement or expectation of the resource benefits resulting from the Project, including any requirement applicable to reclaimed water projects, is held to be invalid, illegal or unenforceable during the term of this Agreement, including the O&M Period. Should any of the above conditions exist that require the Cooperator to repay the District, this Agreement shall terminate in accordance with the procedure set forth in the Default Paragraph.

Notwithstanding the above, if the Project fails to achieve the Measurable Benefit, the Cooperator may request the District Governing Board waive the repayment obligation, in whole or in part.

If the Cooperator is obligated to repay the District, the Cooperator shall repay the District within a reasonable time, as determined by the District in its sole discretion.

The Cooperator shall pay attorneys’ fees and costs incurred by the District, including appeals, resulting from the Cooperator’s failure to repay the District as required by this Agreement.

This Paragraph, including all subparagraphs, shall survive the expiration or termination of this Agreement.

3. Operation and Maintenance.

The Cooperator shall operate and maintain the Project for at least 20 consecutive years (O&M Period) beginning at Project completion in such a manner that the Project’s resource benefits are achieved. If the Cooperator ceases to operate and maintain the Project, the Cooperator shall repay the District 5% of total District monies contributed to the Project for each year or a fraction of a year in which the Project is not operated and maintained. The rights and remedies in this Paragraph are in addition to any other rights and remedies provided by law or this Agreement.

Within 30 days of Project completion, or as extended by the District in writing, the Cooperator shall provide the District with construction record drawings, including Resource Benefit calculations and methodology, signed and sealed by a professional engineer, certifying that the Measurable Benefit has been achieved. If required in the Project Plan, the Cooperator shall provide the District with an operation and maintenance plan that provides reasonable assurance that the Project will be operated and maintained as required by this Agreement. Every 2 years during the O&M Period, the Cooperator shall generate a report certifying that the Project has been maintained in accordance with all permit requirements. The Cooperator’s obligation to generate and maintain such reports shall continue throughout the O&M Period.

The District retains the right to audit any certification and, if requested by the District, the Cooperator shall provide documentation to support its certification that the required resource benefits have been achieved.

This Paragraph, including all subparagraphs, shall survive the expiration or termination of this Agreement.

4. Design Submittal. Checked paragraph applies.

The Cooperator shall provide the District with the final design drawings and Resource Benefit calculations and methodology, signed and sealed by a professional engineer, including supporting documentation. The District shall provide written notice to the Cooperator within 15 days of receipt of the design submittal advising if it appears to meet the requirements of this Agreement. The District’s acceptance of the design submittal shall not be construed as an approval of the design, or a representation or warranty that the District has verified the architectural, engineering, mechanical, electrical, or other components of the construction bid documents or that such documents are in compliance with applicable rules, regulations or law, including the District’s.

The Cooperator must ensure that the design of the Project maximizes the resource benefits to the greatest extent practicable. The Cooperator shall provide the District with the 30%, 60%, 90% and final design drawings and Resource Benefit calculations and methodology, including supporting documentation. A professional engineer shall sign and seal the final design drawings and Resource Benefit calculations and methodology. The District shall provide written notice to the Cooperator within 15 days of receipt of each design submittal, advising if it appears to meet the requirements of this Agreement. The District’s acceptance of any design submittal shall not constitute an approval of the design, or a representation or warranty that the District has verified the architectural, engineering, mechanical, electrical, or other components of the construction bid documents or that such documents are in compliance with applicable rules, regulations or law, including the District’s.

5. Compensatory Treatment Mitigation.

The Project shall not be used by the Cooperator or any other entity as compensatory water quality treatment or wetland mitigation, or any other required mitigation due to impacts for any projects. The Project shall not be used for water use permitting withdrawal credits. The Project can be used for self-mitigation due to impacts specifically associated with the construction of the Project. This Paragraph shall survive the expiration or termination of this Agreement.

6. Additional Clauses. Checked paragraphs apply.

Signage.

The Cooperator shall provide signage at the Project site that recognizes the District’s funding for the Project. All signage must receive the District’s written approval as to form, content and location, and must be in accordance with local sign ordinances.

Florida Single Audit Act.

Funding for this Agreement includes state financial assistance and is therefore subject to the Florida Single Audit Act (FSAA), Section 215.97, F.S. The Cooperator is a subrecipient of state financial assistance under this Agreement and therefore may be subject to audits and monitoring as described in the Special Audit Requirements exhibit. The Cooperator must also use the attached Florida Single Audit Act Checklist for Non-State Organizations – Recipient/Subrecipient vs. Vendor Determination to evaluate the applicability of the FSAA to non-state organizations to which the Cooperator provides State resources to assist in carrying out activities related to this Agreement. If the Cooperator has a question related to the grant or subgrant of State funding, contact the individual identified below:

Grants Compliance Accountant Southwest Florida Water Management District 2379 Broad Street, Brooksville, Florida 34604 Phone: (352) 796-7211, Ext. 4104 GrantsAccounting@watermatters.org

The Cooperator shall provide the District with its grant contact information within 30 days of execution of this Agreement.

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EXHIBIT C

PROJECT PLAN

PROJECT DESCRIPTION

The Project is a cooperative funding project located partially within the City of Largo and unincorporated Pinellas County. The Project is consistent with the Surface Water Improvement and Management (SWIM) Plans for Tampa Bay, a SWIM priority water body, which outlines goals to restore habitat and reduce pollutant loads entering Tampa Bay.

The Project includes construction of a stormwater pond and modification of an existing stormwater system to improve water quality discharging to Boca Ciega Bay which flows into Tampa Bay. The drainage area includes approximately 114 acres urbanized development. The general location of the Project is shown on the attached map.

The Cooperator shall, separate to this Agreement and prior to implementation of the Project, design the stormwater improvement best management practices (BMPs), secure the necessary rights-of-way, easements and all necessary permits for construction.

RESOURCE BENEFIT

Removal of an estimated 492 lbs./yr. Total Nitrogen (TN) and 146 lbs./yr. Total Phosphorus (TP).

MEASURABLE BENEFIT

Construction of BMPs to treat approximately 114 acres of stormwater runoff in accordance with the permitted plans.

PROJECT TASKS

Key tasks to be performed by the Cooperator:

1. BIDDING AND CONTRACT AWARD – The Cooperator shall procure a contractor to implement the Project based on the final design drawings and approved permits. The Cooperator shall identify those bid items for which reimbursement will be requested from the District.

2. CONSTRUCTION – The Cooperator shall construct the Project in conformance with the final design drawings, specifications and approved permits.

3. CONSTRUCTION ENGINEERING AND INSPECTION (CEI) – The Cooperator shall review all shop drawings, complete engineering inspections and monitor all phases of construction by means of survey, observations, and materials testing to give reasonable assurance that the construction work conforms to the permitted drawings and design specifications. The Cooperator shall provide the District with inspection documents and photographs, if requested.

4. RECORD DRAWINGS AND CERTIFICATE OF SUBSTANTIAL COMPLETION – The Cooperator shall obtain and provide to the District the Record Drawings, signed and sealed by a professional engineer, and a Certificate of Substantial Completion, signed by the Cooperator, contractor, and professional engineer. The Cooperator shall provide the Resource Benefit calculations and methodology, signed and sealed by a professional engineer, following completion of construction.

5. OPERATION AND MAINTENANCE – The Cooperator shall provide for the operation and maintenance of the completed Project to provide pollutant removal and ensure the Project functions in accordance with the final design drawings and conforms to all the conditions specified in the environmental permits issued for the Project. The Cooperator shall be identified as the entity responsible for all operation and maintenance requirements in all permits issued for the Project.

DELIVERABLES

Design drawings at final design levels Engineer’s opinion of probable cost at final design Technical Specifications final design Dated color (digital) photographs of the construction site prior to, during, and immediately following completion of construction Record Drawings with Resource Benefits and Calculations and Methodology Certificate of Substantial Completion

PROJECT SCHEDULE

DESCRIPTION COMMENCE COMPLETE

Bidding and Contract Award 05/07/2022 11/17/2022 Construction and Construction Engineering & Inspection (CEI) 12/07/2022 03/29/2024

Record Drawings & Certificate of Substantial Completion 04/01/2024 06/21/2024

Additional task deadlines contained in the performance schedules of the consultant and contractor contracts will be incorporated herein by reference.

PROJECT BUDGET

DESCRIPTION DISTRICT COOPERATOR TOTAL

Construction $324,000 $324,000 $648,000 Construction Engineering & Inspection

(CEI) $0 $0 $0

Record Drawings & Certificate of Substantial Completion $0 $0 $0

TOTAL $324,000 $324,000 $648,000

Reimbursement for expenditures of contingency funds is contingent upon District approval in accordance with the Funding Paragraph in the Agreement. The Cooperator must complete one Cooperative Funding Construction Contingency Justification form, attached to this Agreement, per contingency line item requested for District reimbursement.

The remainder of this page intentionally left blank.

FIGURE 1

ATTACHMENT 1

Cooperative Funding Construction Contingency Justification Submit ONE form per contingency line item requested for District reimbursement

Project Name:

District Project Number:

Cooperator:

Contract Number:

Contingency Request Number:

Awarded Construction Contract Total ($):

Contingency Amount Requested ($):

Cumulative Contingency Amount Authorized to date ($): Total Cumulative Contract Price Including this Request ($): Maximum contingency eligible for reimbursement ($):

Contingency Request Description:

Contingency Line Item Justification1:

up to 5% (2.5% District portion)

Cooperative Funding Resource Benefit2:

Cost/Negotiation Description3:

I hereby certify that this contingency request is necessary for the resource benefit required under the cooperative agreement and scope and costs were negotiated in good faith.

Contract Manager or Engineer of Record Date

1 Justification must document the need for the contingency line item, the circumstances under which the need was discovered, and why the item was not included within the original project scope. The District may deny reimbursement for additional costs due to design errors, rework and defects in the work.

ALTERNATE LANGUAGE: The District may deny reimbursement for additional costs resulting from delays, inefficiencies, rework or extra work.

2 Describe why the contingency line item is needed to fulfill the resource benefit required under the cooperative agreement.

3 Costs need to be justified and demonstrated to be reasonable. Provide unit price comparison, or recent competitive cost proposals, RS Means or FDOT cost data. Attach backup documentation. If no price comparisons or competitive quotes can be provided, a certification from the Engineer of Record or appropriate Professional Engineer stating that the cost is reasonable may be considered. The certification method is not preferred and will require justification that other methods were not available.

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Agreement No. 22CF0003715

Attachment 4: Cooperative Funding Agreement Checklist

This checklist is to be used as a tool by the Cooperator and District Contract Manager to monitor and track Cooperative Funding Agreement terms throughout Project implementation.

For Studies and Design:

Copy of contract with consultant. If contract is not provided to the District prior to execution, the Cooperator may be executing a contract with consultant that includes items that are not reimbursable All Draft and Final Reports and/or design drawings per the Exhibit C Project Plan

For Construction Reimbursement:

Copy of bid documents and bid form. If bid documents and bid form are not provided to the District prior to bidding, the Cooperator may be advertising for items that are not reimbursable Copy of contract with contractor. If contract is not provided to the District prior to execution, the Cooperator may be executing a contract with contractor that includes items that are not reimbursable Copy of Notice to Proceed to contractor Owner Direct Purchase Statement Copy of construction permits If land acquisition included, review and comment from District's Real Estate Services on appropriate land value Any state or federal appropriations or grant funds received by the Cooperator for the Project will be applied to reduce each party's share in accordance with their respective funding percentages as described in the CFI Project Agreement Copy of all required federal, state, and local environmental permit approvals and permitted drawings

During Project Work:

Quarterly (see Exhibit A paragraph 11) status reports Invoices for reimbursement (per Exhibit A paragraph 7) Contingency Form for each contingency item Request(s) for changes to prime contacts Request(s) to extend project task deadline and/or adjustments to line item budget Request(s) for changes to scope, budget, and/or schedule requiring an amendment to the agreement M/W/SME Form must be submitted to the District if an amendment is executed that increases the total Project cost. This will apply to amendments when authorizing post- TPR work

Close Out:

Prior to Final Payment Reimbursement the Cooperator will provide to the District:

Minority/Women Owned and Small Business Utilization Report (If District’s share is $100,000 or greater) All Deliverables listed in Exhibit C Project Plan as described in the tasks

Survival of the Agreement:

Per Exhibit B, the DISTRICT upon request may review the biennial Operation and Maintenance Report

Cooperator District

Certificate Of Completion Envelope Id: 01921BA39E954CF58931497ADC112CA2 Status: Completed

Subject: Please DocuSign: 22CF0003715_Starkey M10 Stormwater.pdf

Source Envelope:

Document Pages: 20 Signatures: 1 Envelope Originator:

Certificate Pages: 4 Initials: 0 Meagan Finneran

AutoNav: Enabled

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Time Zone: (UTC-05:00) Eastern Time (US & Canada)

2379 Broad Street

Brooksville, FL 34604 meagan.finneran@swfwmd.state.fl.us

IP Address: 204.76.240.236

Record Tracking Status: Original

4/14/2022 9:03:14 AM

Holder: Meagan Finneran meagan.finneran@swfwmd.state.fl.us

Location: DocuSign

Signer Events Signature Timestamp Amanda Rice

Mandi.Rice@swfwmd.state.fl.us

Assistant Executive Director

Southwest Florida Water Management District

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Mandi.Rice@swfwmd.state.fl.us

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Signed: 4/14/2022 9:09:59 AM

Electronic Record and Signature Disclosure:

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RJ Dowling

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