ITB_ENG250425_Water_Treatment_Plant_No._2_GST_No._1_Construction_Updated_-_Exhibit_E_-_Executed_Grant.pdf

Contract # 37150

- 1 -

COST-SHARE AGREEMENT

BETWEEN THE ST. JOHNS RIVER WATER MANAGEMENT DISTRICT

AND CITY OF OCALA

THIS AGREEMENT (“Agreement”) is entered into by and between the GOVERNING BOARD of the ST. JOHNS RIVER WATER MANAGEMENT DISTRICT (the “District”), whose address is 4049 Reid Street, Palatka, Florida 32177, and CITY OF OCALA. (“Recipient”), 1805 NE 30TH Avenue Building 600 Ocala, Florida 34470. All references to the parties hereto include the parties, their officers, employees, agents, successors, and assigns.

RECITALS

The waters of the state of Florida are among its basic resources, and it has been declared to be the policy of the Legislature to promote the conservation, development, and proper utilization of surface and ground water. Pursuant to chapter 373, Fla. Stat., the District is responsible for the management of the water resources within its geographical area.

The District 2021-2022 cost-share funding program is designed to fund the construction of local stormwater management and alternative water supply projects as well as conservation implementation projects. Its goals are to contribute to: (1) reduction in water demand through indoor and outdoor conservation measures; (2) development of alternative or non-traditional water supply sources; such as reclaimed water, surface water, or seawater;

(3) water quality improvements (for example, nutrient-loading reduction in springsheds or other surface-water systems); and (4) water resource development opportunities (for instance, increasing available source water through expansion or development of surface-water storage). The current cost-share funding program also recognizes the importance of providing funding opportunities for construction of flood protection and natural-systems restoration projects, which are important components of the District’s core mission focus.

The District has determined that providing cost-share funding to Recipient for the purposes provided for herein will benefit the water resources and one or more of the District’s missions and initiatives.

At its May 11, 2021 meeting, the Governing Board selected Recipient’s proposal for cost-share funding. The parties have agreed to jointly fund the following project in accordance with the funding formula further described in the Statement of Work, Attachment A (hereafter the “Project”):

City of Ocala – Lower Floridan Aquifer Conversion Phase 3

In consideration of the above recitals, and the funding assistance described below, Recipient agrees to perform and complete the activities provided for in the Statement of Work, Attachment A. Recipient shall complete the Project in conformity with the contract documents and all attachments and other items incorporated by reference herein. This Agreement consists of all of the following documents: (1) Agreement, (2) Attachment A — Statement of Work; and (3) all other attachments, if any. The parties hereby agree to the following terms and conditions.

1. TERM; WITHDRAWAL OF OFFER

(a) The term of this Agreement is from the date upon which the last party has dated and executed the same (“Effective Date”) until September 30, 2023. (“Completion Date”). Recipient shall not commence the Project until any required submittals are received and approved. Time is of the

CONTRACT# WRS/210777

Doc ID: 1ce31a25383cc1604695fcc3dfc44ae8276ecb9bDoc ID: c5dbd082ccd1cd07f9c2b9a083c987b9f4d03980

Exhibit E - Executed Grant

E-1

- 2 -essence for every aspect of this Agreement, including any time extensions. Any request for an extension of time beyond the Completion Date must be made before March 31, 2023. Timely requests to extend, for longer than three months, the Completion Date of the Agreement for projects whose District contribution exceeds $100,000 may only be approved by the District’s Governing Board. Notwithstanding specific mention that certain provisions survive termination or expiration of this Agreement, all provisions of this Agreement that by their nature extend beyond the Completion Date survive termination or expiration hereof (e.g., delivery of a final report, will remain in full force and effect after the Completion Date as necessary to effect performance).

(b) This Agreement constitutes an offer until authorized, signed and returned to the District by Recipient. This offer terminates 90 days after receipt by Recipient; provided, however, that Recipient may submit a written request for extension of this time limit to the District’s Project Manager, stating the reason(s) therefor. Request for extension of time after the 90 days will be denied. The Project Manager shall notify Recipient in writing if an extension is granted or denied. If granted, this Agreement shall be deemed modified accordingly without any further action by the parties.

(c) If the construction project, or the conservation project, which is eligible for District reimbursement, does not begin before October 1, 2021, the cost-share agreement will be subject to termination and the funds subject to reallocation.

2. DELIVERABLES. Recipient shall fully implement the Project, as described in the Statement of Work, Attachment A. Recipient is responsible for the professional quality, technical accuracy, and timely completion of the Project. Both workmanship and materials shall be of good quality. Unless otherwise specifically provided for herein, Recipient shall provide and pay for all materials, labor, and other facilities and equipment necessary to complete the Project. The District’s Project Manager shall make a final acceptance inspection of the Project when completed and finished in all respects. Upon satisfactory completion of the Project, the District will provide Recipient a written statement indicating that the Project has been completed in accordance with this Agreement. Acceptance of the final payment by Recipient shall constitute a release in full of all claims against the District arising from or by reason of this Agreement.

3. OWNERSHIP OF DELIVERABLES. Unless otherwise provided herein, the District does not assert an ownership interest in any of the deliverables under this Agreement.

4. AMOUNT OF FUNDING

(a) For satisfactory completion of the Project, the District shall pay Recipient 25% percent of the total Project cost, but in no event shall the District cost-share exceed $1,102,850. The District cost-share is not subject to modification based upon price escalation in implementing the Project during the term of this Agreement. Recipient shall be responsible for payment of all costs necessary to ensure completion of the Project. Recipient shall notify the District’s Project Manager in writing upon receipt of any additional external funding for the Project not disclosed prior to execution of this Agreement.

(b) “Construction cost” is defined to include actual costs of constructing Project facilities, including construction management. Land acquisition, engineering design, permitting, and solicitation costs are excluded. Construction cost does not include any costs incurred prior to the Effective Date, unless expressly authorized by the Statement of Work. Costs that are excluded will not be credited toward Recipient’s cost-share.

(c) Cooperative funding shall not be provided for expenses incurred after the Completion Date.

CONTRACT# WRS/210777

Doc ID: 1ce31a25383cc1604695fcc3dfc44ae8276ecb9bDoc ID: c5dbd082ccd1cd07f9c2b9a083c987b9f4d03980

E-2

- 3 -

5. PAYMENT OF INVOICES

(a) Recipient shall submit itemized invoices as per the Statement of Work, Attachment A for reimbursable expenses 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. The invoices shall be submitted in detail sufficient for proper pre-audit and post-audit review. Invoices shall include a copy of contractor and supplier invoices to Recipient and proof of payment. Recipient shall be reimbursed for 100 % of approved cost or the not-to-exceed sum $1,102,850. The District shall not withhold any retainage from this reimbursement. District reimbursement is subject to annual budgetary limitation, if applicable, as provided in subsection (g). If necessary for audit purposes, Recipient 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 as of September 30 satisfies this requirement. The invoice shall be submitted no later than October 31. If the Agreement does not authorize submittal of an invoice as of September 30, Recipient shall submit, prior to October 31, a description of the additional work on the Project 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, Recipient 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. Recipient 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) Recipient’s name, address, and authorization to directly deposit payment into Recipient’s account (if Recipient has not yet provided the District with a completed Direct Deposit Authorization form);

(3) Recipient’s invoice number and date of invoice; (4) District Project Manager; (5) Recipient’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) (7) Progress Report (if required);

(8) Diversity Report (if otherwise required herein). Invoices that do not correspond with this paragraph shall be returned without action within 20 business days of receipt, stating the basis for rejection. Payments shall be made within 45 days of receipt of an approved invoice.

(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 Recipient 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 2000-02.

(f) Payments withheld. The District may withhold or, on account of subsequently discovered evidence, nullify, in whole or in part, any payment to such an extent as may be necessary to protect the District from loss as a result of: (1) defective work not remedied; (2) failure to maintain adequate progress in the Project; (3) any other material breach of this Agreement. Amounts withheld shall not be

CONTRACT# WRS/210777

Doc ID: 1ce31a25383cc1604695fcc3dfc44ae8276ecb9bDoc ID: c5dbd082ccd1cd07f9c2b9a083c987b9f4d03980

E-3

- 4 -considered due and shall not be paid until the ground(s) for withholding payment have been remedied.

(g) Annual budgetary limitation. For multi-fiscal year agreements, the District must budget the amount of funds that will be expended during each fiscal year as accurately as possible. The Statement of Work, Attachment A, includes the parties’ current schedule for completion of the Work and projection of expenditures on a fiscal year basis (October 1 – September 30) (“Annual Spending Plan”). If Recipient anticipates that expenditures will exceed the budgeted amount during any fiscal year, Recipient shall promptly notify the District’s Project Manager and provide a proposed revised work schedule and Annual Spending Plan that provides for completion of the Work without increasing the Total Compensation. The last date for the District to receive this request is August 1 of the then-current fiscal year. The District may in its sole discretion prepare a District Supplemental Instruction Form incorporating the revised work schedule and Annual Spending Plan during the then-current fiscal year or subsequent fiscal year(s).

6. LIABILITY AND INSURANCE. Each party is responsible for all personal injury and property damage attributable to the negligent acts or omissions of that party, its officers, employees and agents. Recipient accepts all risks arising from construction or operation of the Project. Nothing contained herein shall be construed or interpreted as denying to any party any remedy or defense available under the laws of the state of Florida, nor as a waiver of sovereign immunity of the state of Florida beyond the waiver provided for in §768.28, Fla. Stat., as amended. Each party shall acquire and maintain throughout the term of this Agreement such liability, workers’ compensation, and automobile insurance as required by their current rules and regulations. If Florida Department of Environmental Protection (“FDEP”) funds will be used to fund all of a portion of the Agreement, additional FDEP insurance requirements applicable to the Recipient are included in the insurance attachment to the Agreement.

7. 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 Project not be funded, in whole or in part, in the current Fiscal Year or succeeding Fiscal Years, the District shall so notify Recipient 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.

8. PROJECT MANAGEMENT

(a) The Project Managers listed below shall be responsible for overall coordination and management of the Project. 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) U.S. certified mail; (3) national overnight courier; or (4) email.

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 e-mail are deemed delivered on the date transmitted and received.

CONTRACT# WRS/210777

Doc ID: 1ce31a25383cc1604695fcc3dfc44ae8276ecb9bDoc ID: c5dbd082ccd1cd07f9c2b9a083c987b9f4d03980

E-4

- 5 -

DISTRICT RECIPIENT

Patrick Burger, Project Manager Rusella Bowes-Johnson, Project Manager St. Johns River Water Management District City of Ocala 4049 Reid Street 1805 NE 30th Ave Bldg 600 Palatka, Florida 32177 Ocala, Florida 34470 Phone: 386-329-4194 Phone: 352-351-6772 Email: pburger@sjrwmd.com Email: RJohnson@Ocalafl.org

(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 Project. The District’s Project Manager may issue a District Supplemental Instruction (DSI) form, Attachment C, to authorize minor adjustments to the Project that are consistent with the purpose of the Project. Both parties must sign the DSI. A DSI may not be used to change the District cost-share or percentage, quantity, quality or the Completion Date of the Project, or to change or modify the Agreement.

9. PROGRESS REPORTS AND PERFORMANCE MONITORING.

(a) Progress Reports. Recipient shall provide to the District quarterly Project update/status reports as provided in the Statement of Work. Reports will provide detail on progress of the Project and outline any potential issues affecting completion or the overall schedule. Recipient shall use the District’s Project Progress Report form, Attachment B. Recipient shall submit the Project Progress Reports to the District’s Project Manager and District’s Budget Manager within 15 days after the closing date of each calendar quarter (March 31, June 30, September 30 and December 31).

(b) Performance Monitoring. For as long as the Project is operational, the District shall have the right to inspect the operation of the Project during normal business hours upon reasonable prior notice.

Recipient shall make available to the District any data that is requested pertaining to performance of the Project.

10. WAIVER. The delay or failure by the District to exercise or enforce any of its rights under this Contract shall not constitute or be deemed a waiver of the District’s right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

11. FAILURE TO COMPLETE PROJECT

(a) Should Recipient fail to complete the Project, Recipient shall refund to the District all of the funds provided to Recipient pursuant to this Agreement. However, the District, in its sole judgment and discretion, may determine that Recipient has failed to complete the Project due to circumstances that are beyond Recipient’s control, or due to a good faith determination that the Project is no longer environmentally or economically feasible. In such event, the District may excuse Recipient from the obligation to return funds provided hereunder. If the Project has not been completed within 30 days after the Completion Date, Recipient shall provide the District with notice regarding its intention as to completion of the Project. The parties shall discuss the status of the Project and may mutually agree to revise the time for Project completion or the scope of the Project. Failure to complete the Project within 90 days after the Completion Date shall be deemed to constitute failure to complete the Project for the purposes of this provision.

(b) In the event the Project constitutes a portion of the total functional project, this paragraph shall apply in the event the total functional project is not completed. In such event, the 90-day timeframe provided herein shall commence upon the date scheduled for completion of the total functional project at the time of execution of this Agreement, unless extended by mutual agreement of the parties. Paragraphs 11(a) and 11(b) shall survive the termination or expiration of this Agreement.

CONTRACT# WRS/210777

Doc ID: 1ce31a25383cc1604695fcc3dfc44ae8276ecb9bDoc ID: c5dbd082ccd1cd07f9c2b9a083c987b9f4d03980

E-5

- 6 -

12. TERMINATION. If Recipient materially fails to fulfill its obligations under this Agreement, including any specific milestones established herein, the District may provide Recipient written notice of the deficiency by forwarding a Notice to Cure, citing the specific nature of the breach. Recipient shall have 30 days following receipt of the notice to cure the breach. If Recipient fails to cure the breach within the 30-day period, the District shall issue a Termination for Default Notice terminating this Agreement without further notice. In such event, Recipient shall refund to the District all funds provided to Recipient pursuant to this Agreement within 30 days of such termination. The District may also terminate this Agreement upon ten days’ written notice in the event of any material misrepresentations in the Project Proposal.

Delay or failure by the District to enforce any right, remedy or deadline hereunder shall not impair, or be deemed a waiver of, any such right, remedy or deadline, or impair the District’s rights or remedies for any subsequent breach or continued breach of this Agreement.

ADDITIONAL PROVISIONS (Alphabetical)

13. ASSIGNMENT. Recipient shall not assign this Agreement, or any monies due hereunder, without the District’s prior written consent. Recipient is solely responsible for fulfilling all work elements in any contracts awarded by Recipient and payment of all monies due. No provision of this Agreement shall create a contractual relationship between the District and any of Recipient’s contractors or subcontractors.

14. AUDIT; ACCESS TO RECORDS; REPAYMENT OF FUNDS

(a) Maintenance of Records. Recipient shall maintain its books and records such that receipt and expenditure of the funds provided hereunder are shown separately from other expenditures in a format that can be easily reviewed. Recipient shall keep the records of receipts and expenditures, copies of all reports submitted to the District, and copies of all invoices and supporting documentation for at least five years after expiration of this Agreement. In accordance with generally accepted governmental auditing standards, the District shall have access to and the right to examine any directly pertinent books and other records involving transactions related to this Agreement. In the event of an audit, Recipient shall maintain all required records until the audit is completed and all questions are resolved. Recipient will provide proper facilities for access to and inspection of all required records.

(b) Repayment of Funds. District funding shall be subject to repayment after expiration of this Agreement if, upon audit examination, the District finds any of the following: (1) Recipient has spent funds for purposes other than as provided for herein, including but not limited to construction materials not used in the Project; (2) Recipient has failed to perform a continuing obligation of this Agreement; (3) Recipient has received duplicate funds from the District for the same purpose;

(4) Recipient has been advanced or paid unobligated funds; (5) Recipient has been paid funds in excess of the amount Recipient is entitled to receive under the Agreement; and/or (6) Recipient has received more than 100% contributions through cumulative public agency cost-share funding.

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

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

Recipient 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.

CONTRACT# WRS/210777

Doc ID: 1ce31a25383cc1604695fcc3dfc44ae8276ecb9bDoc ID: c5dbd082ccd1cd07f9c2b9a083c987b9f4d03980

E-6

- 7 -

17. CONFLICTING INTEREST IN RECIPIENT. Recipient certifies that no officer, agent, or employee of the District has any material interest, as defined in §112.312, Fla. Stat., either directly or indirectly, in the business of Recipient to be conducted hereby, and that no such person shall have any such interest at any time during the term of this Agreement.

18. DISPUTE RESOLUTION. Recipient is under a duty to seek clarification and resolution of any issue, discrepancy, or dispute involving performance of this Agreement by submitting a written statement to the District’s Project Manager no later than ten business days after the precipitating event. If not resolved by the Project Manager, the Project Manager shall forward the request to the District’s Office of General Counsel, which shall issue a written decision within ten business days of receipt. This determination shall constitute final action of the District and shall then be subject to judicial review upon completion of the Project.

19. DIVERSITY REPORTING. The District is committed to the opportunity for diversity in the performance of all cost-sharing agreements and encourages Recipient 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 contractors. The District will assist Recipient by sharing information on W/MBEs. Recipient shall provide with each invoice a report describing: (1) the company names for all W/MBEs; (2) the type of minority, and (3) the amounts spent with each during the invoicing period. The report will also denote if there were no W/MBE expenditures.

20. GOVERNING LAW, VENUE, ATTORNEY’S FEES, WAIVER OF RIGHT TO JURY TRIAL.

This Agreement shall be construed according to the laws of Florida and shall not be construed more strictly against one party than against the other because it may have been drafted by one of the parties.

As used herein, “shall” is always mandatory. In the event of any legal proceedings arising from or related to this Agreement: (1) venue for any state or federal legal proceedings shall be in Duval County; (2) each party shall bear its own attorney’s fees, including appeals; (3) for civil proceedings, the parties hereby consent to trial by the court and waive the right to jury trial.

21. INDEPENDENT CONTRACTORS. The parties to this Agreement, their employees and agents, are independent contractors and not employees or agents of each other. Nothing in this Agreement shall be interpreted to establish any relationship other than that of independent contractors during and after the term of this Agreement. Recipient is not a contractor of the District. The District is providing cost-share funding as a cooperating governmental entity to assist Recipient in accomplishing the Project. Recipient is solely responsible for accomplishing the Project and directs the means and methods by which the Project is accomplished. Recipient is solely responsible for compliance with all labor, health care, and tax laws pertaining to Recipient, its officers, agents, and employees.

22. NON-LOBBYING. Pursuant to §216.347, Fla. Stat., as amended, Recipient agrees that funds received from the District under this Agreement shall not be used for the purpose of lobbying the Legislature or any other state agency.

23. PERMITS. Recipient shall comply with all applicable federal, state and local laws and regulations in implementing the Project and shall include this requirement in all subcontracts pertaining to the Project.

Recipient shall obtain any and all governmental permits necessary to implement the Project. Any activity not properly permitted prior to implementation or completed without proper permits does not comply with this Agreement and shall not be approved for cost-share funding.

24. PUBLIC ENTITY CRIME. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime 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

CONTRACT# WRS/210777

Doc ID: 1ce31a25383cc1604695fcc3dfc44ae8276ecb9bDoc ID: c5dbd082ccd1cd07f9c2b9a083c987b9f4d03980

E-7

- 8 -bids, 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 consultant 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, Fla. Stat., for CATEGORY TWO ($35,000) for a period of 36 months following the date of being placed on the convicted vendor list.

25. PUBLIC RECORDS. Records of City of Ocala that are made or received in the course of performance of the Project may be public records that are subject to the requirements of chapter 119, Fla. Stat. If N/A receives a public records request, City of Ocala shall promptly notify the District’s Project Manager.

Each party reserves the right to cancel this Agreement for refusal by the other party to allow public access to all documents, papers, letters, or other materials related hereto and subject to the provisions of chapter 119, Fla. Stat., as amended.

26. ROYALTIES AND PATENTS. Recipient certifies that the Project does not, to the best of its information and belief, infringe on any patent rights. Recipient shall pay all royalties and patent and license fees necessary for performance of the Project and shall defend all suits or claims for infringement of any patent rights and save and hold the District harmless from loss to the extent allowed by Florida law.

IN WITNESS WHEREOF, the St. Johns River Water Management District has caused this Agreement to be executed on the day and year written below in its name by its Executive Director, or duly authorized designee, and Recipient has caused this Agreement to be executed on the day and year written below in its name by its duly authorized representatives, and, if appropriate, has caused the seal of the corporation to be attached. This Agreement may be executed in separate counterparts, which shall not affect its validity.

Upon execution, this Agreement constitutes the entire agreement of the parties, notwithstanding any stipulations, representations, agreements, or promises, oral or otherwise, not printed or inserted herein. This Agreement cannot be changed by any means other than written amendments referencing this Agreement and signed by all parties.

ST. JOHNS RIVER WATER

MANAGEMENT DISTRICT

CITY OF OCALA

By: By:

Ann B. Shortelle, Ph.D., Executive Director, or designee

Typed Name and Title

Date: _____________________________________ Date: _____________________________________

Attest:

Typed Name and Title

Attachments:

Attachment A — Statement of Work Attachment B — Project Progress Report Form

CONTRACT# WRS/210777

Approved as to form and legality:

Robert W. Batsel, Jr.

City Attorney

Doc ID: 1ce31a25383cc1604695fcc3dfc44ae8276ecb9b

Angel B. Jacobs City Clerk

Justin Grabelle Council President

10 / 07 / 2021

Doc ID: c5dbd082ccd1cd07f9c2b9a083c987b9f4d03980

1/20/22

Michael A. Register, P.E., E-8

- 9 -

ATTACHMENT A - STATEMENT OF WORK

City of Ocala – Lower Floridan Aquifer Conversion Phase 3

I. INTRODUCTION/BACKGROUND

The St. Johns River Water Management District (District) is continuing its Cooperative Cost Share Initiative Program in Fiscal Year (FY) 2021-2022 to develop and implement resource and water supply development projects and promote conservation. On May 11, 2021, the District’s Governing Board approved funding for Cooperative Cost Share projects. Each project selected for funding will have a positive benefit to one or more of the District’s core missions; including water supply, water quality, natural systems or flood mitigation.

The City of Ocala (Recipient) requested funding for their Lower Floridan Aquifer Conversion Phase 3 for the not to exceed amount of $ 1,102,850, towards the estimated construction cost of $ 4,411,400.00. This request was approved by the Governing Board. The Recipient is located in Marion County.

II. OBJECTIVES

The objective of this contract is to provide cost share dollars that will enable the Recipient to construct the third of a multi-phased project to convert the City of Ocala’s water supply source from the Upper Floridan to the Lower Floridan Aquifer. The estimated natural systems benefit to Silver Springs is 6.9 cubic feet per second flow increase. A secondary benefit includes an alternative water supply benefit of 3.5 Million Gallons per Day (MGD). Part of multi-year Springs Restoration funding.

III. SCOPE OF WORK

The project consists of constructing one 2,000,000-gallon storage tank, drilling an Upper Floridan aquifer well for blending with LFA well water and the purchasing a motor, pump, and control panel with variable frequency drive. The construction will be located at the City of Ocala’s Water Treatment Plant #2.

IV. PROJECT ADMINISTRATION AND DELIVERABLES

The Recipient shall be responsible for the following:

• Complete and obtain final project design, construction plans, and specifications;

• Obtain all required permits, including right of access to the project sites, related to project construction and subsequent operation and maintenance of the completed work;

• Assure compliance with all permits and permit conditions;

• Provide procurement for project construction;

• Perform supervision and inspection of construction;

• Perform construction contract administration;

• Assure compliance with cost accounting practices and procedures required for reimbursement of cost share funds expended.

The Recipient shall provide the following to the District’s Project Manager:

• Timely invoices for actual construction costs in accordance with this cost share agreement (i.e.

quarterly, with appropriate substantiation that demonstrates that the applicant has paid for the total work cost and is seeking reimbursement up to the match amount) to enable proper review by the District’s Project Manager prior to payment authorization. Deliverables to be submitted with invoices include (as applicable):

CONTRACT# WRS/210777

Doc ID: 1ce31a25383cc1604695fcc3dfc44ae8276ecb9bDoc ID: c5dbd082ccd1cd07f9c2b9a083c987b9f4d03980

E-9

- 10 -o Interim progress status summaries including inspections, meeting minutes and field notes and dated color photographs of the construction completed to include on-going work that represents the time-period being invoiced;

o Final invoice submittals for completed construction including inspections and dated color photographs of the construction site prior to, during and immediately following completion of the construction task;

o Construction plans, specifications, and contract documents for the site work must be made available upon request;

o Written verification that the record drawings and any required final inspection reports for the project are received;

o Quarterly progress reports identifying project progress to date, key milestones reached, overall project schedule versus time for project completion, an updated spend-down plan, key issues to be resolved, project construction photos with dates. Quarterly reports shall also be emailed to the District’s Budget Analyst at hnbarber@sjrwmd.com.

o Certification of construction completion by a Professional Engineer registered in the state of Florida.

The Recipient shall ensure the task in the Task Identification section below is completed.

V. TASK IDENTIFICATION AND TIME FRAMES

The expiration date of this cost share agreement is September 30, 2023. The projected schedule is as follows:

Task Description

Anticipated Start Date

Anticipated Completion Date

Construction 10/8/2021 4/8/2023

VI. BUDGET/COST SCHEDULE

For satisfactory completion of the Project, the District shall pay Recipient 25% of the total construction cost of the Project, but in no event shall the District's cost-share exceed $ 1,102,850. It is anticipated that the FY breakdown will be $551,425 for FY 2022 and $551,425 FY 2023.

Recipient shall invoice the District quarterly with appropriate documentation. The District’s Project Manager shall provide an invoice template that will be used. Invoices shall include a copy of the contractor’s invoices submitted to the Recipient, proof of payment by Recipient, list of addresses and types of the properties connected, and other required supporting documentation for reimbursement up to match amount. For in-house expenses, Recipient shall provide copies of all receipts for materials and a system report showing documentation of staff time or other proof of staff time expenses for the Project. The final invoice shall be submitted with the final project report. If the total actual cost of this project is less than originally estimated, the District’s cost-share amount shall be reduced accordingly. Recipient may invoice more frequently submitting all required documentation and include general status information. Recipient may invoice the District for Project construction work beginning October 1, 2021. The District will not reimburse for any expenses prior to October 1, 2021.

Recipient shall submit quarterly progress reports to the District’s Project Manager and the District’s Budget Analyst within 15 days of the end of quarter for work accomplished during each quarter. The email address for the District’s Budget Analyst is hnbarber@sjrwmd.com. The Recipient shall submit a final project report within 15 days of Final Completion and acceptance by the City of Ocala detailing the Project’s accomplishments and any issues resolved during the course of the work.

E-10

- 11 -

Estimated Cost Schedule for Reimbursement per fiscal year (all dollar amounts are approximate and may be reallocated between the construction tasks for the two FYs).

FY22 (10/1/2021 – 9/30/2022)

Description

Estimated

Task Amount

Estimated Reimbursement

Amount Construction $2,205,700

$551,425

FY23 (10/1/2022 – 9/30/2023)

Estimated

Task Amount

Estimated Reimbursement

Construction $2,205,700 $ 551,425

E-11

- 12 -

ATTACHMENT B

St. Johns River Water Management District Date:

Project Progress Report month/day/year

Report Number:

Contract/Project Identification Project Name: City of Ocala – Lower Floridan Aquifer Conversion Phase 3

Recipient:

SJRWMD Contract Number: SJRWMD Project Manager: Patrick Burger

37150 Recipient's Project Manager:

Construction Schedule Reporting Period

Start Date (mm/dd/yy): Beginning Date (mm/dd/yy):

Completion (mm/dd/yy): Ending Date (mm/dd/yy):

Budget Duration

Total Budget: $

Planned Duration: Weeks

Expended To-date: $ Duration To-date: Weeks

Expended This Period: $ Duration This Period: Weeks

Percent Budget Expended: % Percent Duration Expended: %

Anticipated Future Payment Requests:

3 Months 6 Months 9 Months 12 Months

Design/Permitting Status

Tasks/Milestones/Deliverables Scheduled for this Reporting Period or Within the Next 60 days:

Task Number Tasks/Milestones/Deliverables Start Date Finish Date

Percent Complete

Projected Finish Date

Problems, Issues, Solutions, Anticipated deviations from schedule:

Attach an additional page of notes if necessary to explain reasons for lateness or unusual events or circumstances.

Doc ID: 1ce31a25383cc1604695fcc3dfc44ae8276ecb9bDoc ID: c5dbd082ccd1cd07f9c2b9a083c987b9f4d03980

E-12

- 13 -

CONTRACT# WRS/210777

Doc ID: 1ce31a25383cc1604695fcc3dfc44ae8276ecb9bDoc ID: c5dbd082ccd1cd07f9c2b9a083c987b9f4d03980

E-13

For Signature: Cost Share Agreement - Lower Floridan Aquifer...

Cost Share Agreem... - WRS 210777.pdf

1ce31a25383cc1604695fcc3dfc44ae8276ecb9b

MM / DD / YYYY

Completed

09 / 15 / 2021

10:14:36 UTC-4

Sent for signature to Robert W. Batsel, Jr.

(rbatsel@ocalalaw.com) from plewis@ocalafl.org

IP: 216.255.240.104

09 / 15 / 2021

11:09:15 UTC-4

Viewed by Robert W. Batsel, Jr. (rbatsel@ocalalaw.com)

IP: 216.255.247.51

09 / 16 / 2021

20:11:54 UTC-4

Signed by Robert W. Batsel, Jr. (rbatsel@ocalalaw.com)

IP: 162.212.250.197

The document has been completed.09 / 16 / 2021

20:11:54 UTC-4

Doc ID: c5dbd082ccd1cd07f9c2b9a083c987b9f4d03980

E-14

For Signature: Cost-Share Agreement #37150 (WRS/210777)

For_Signature__Co...__WRS_210777_.pdf c5dbd082ccd1cd07f9c2b9a083c987b9f4d03980

MM / DD / YYYY

Completed

09 / 29 / 2021

09:56:12 UTC-4

Sent for signature to Justin Grabelle

(jgrabelle@ocalafl.org) and Angel B. Jacobs

(ajacobs@ocalafl.org) from plewis@ocalafl.org

IP: 216.255.240.104

09 / 29 / 2021

09:56:29 UTC-4

Viewed by Angel B. Jacobs (ajacobs@ocalafl.org)

IP: 40.94.28.214

09 / 29 / 2021

09:56:32 UTC-4

Viewed by Justin Grabelle (jgrabelle@ocalafl.org)

IP: 40.94.29.183

10 / 07 / 2021

11:04:02 UTC-4

Signed by Justin Grabelle (jgrabelle@ocalafl.org)

IP: 64.238.190.30

10 / 13 / 2021

11:51:17 UTC-4

Signed by Angel B. Jacobs (ajacobs@ocalafl.org)

IP: 216.255.240.104

The document has been completed.10 / 13 / 2021

11:51:17 UTC-4

E-15

Audit Log - Procurement Request V3 11 09 17 1638 (37150)

Date Time Type User Source Category Location Message

1/20/2022 10:21:52 AM ApprovalEvent Register, Michael A.(Executive Director)

Person Approved Approved Approved by mregiste@sjrwmd.com - Comments: Approved by Register, Michael A.:

1/11/2022 8:16:34 AM ApprovalEvent Ashby, Sherrie (x1950)(Procurement Specialist)

System Workflow Request Approval Request Approval from Register, Michael A.. Comments: N/A Purpose: Governing Board approved 4/13/2021 Cost-share agreement City of Ocala – Lower Floridan Aquifer Conversion Phase 3 project.

District share $1,102,850. project total $4,411,400. District PM Patrick Burger.

1/11/2022 8:16:05 AM ApprovalEvent Ashby, Sherrie (x1950)(Procurement Specialist)

System Workflow Request Approval Request Approval from Register, Michael A.

1/10/2022 10:59:02 AM ApprovalEvent Jenkins, Dale(Director) Person Approved Approved Approved by drjenkins@sjrwmd.com - Comments: Approved by Jenkins, Dale:

District share is 25% of construction costs.

1/10/2022 6:59:14 AM ApprovalEvent Ashby, Sherrie (x1950)(Procurement Specialist)

System Workflow Request Approval Request Approval from Jenkins, Dale.

Comments: N/A Purpose: Governing Board approved 4/13/2021 Cost-share agreement City of Ocala – Lower Floridan Aquifer Conversion Phase 3 project. District share $1,102,850. project total $4,411,400.

District PM Patrick Burger.

1/10/2022 6:59:12 AM ApprovalEvent Ashby, Sherrie (x1950)(Procurement Specialist)

System Workflow Request Approval Request Approval from Jenkins, Dale

1/6/2022 2:21:46 PM ApprovalEvent Donnangelo, Louis(Chief)

Person Approved Approved Approved by ldonnangelo@sjrwmd.com - Comments: Approved by Donnangelo, Louis:

1/6/2022 9:16:34 AM ApprovalEvent Ashby, Sherrie (x1950)(Procurement Specialist)

System Workflow Request Approval Request Approval from Donnangelo, Louis.

Comments: N/A Purpose: Governing Board approved 4/13/2021 Cost-share agreement City of Ocala – Lower Floridan Aquifer Conversion Phase 3 project. District share $1,102,850. project total $4,411,400.

District PM Patrick Burger.

1/6/2022 9:16:33 AM ApprovalEvent Ashby, Sherrie (x1950)(Procurement Specialist)

System Workflow Request Approval Request Approval from Donnangelo, Louis

E-16

1/6/2022 9:15:18 AM ApprovalEvent Ashby, Sherrie (x1950)(Procurement Specialist)

System Workflow Request Approval Request Approval from Donnangelo, Louis.

Comments: N/A Purpose: Governing Board approved 4/13/2021 Cost-share agreement City of Ocala – Lower Floridan Aquifer Conversion Phase 3 project. District share $2,205,700 project total $4,411,400.

District PM Patrick Burger.

1/6/2022 9:15:17 AM ApprovalEvent Ashby, Sherrie (x1950)(Procurement Specialist)

System Workflow Request Approval Request Approval from Donnangelo, Louis

1/6/2022 9:14:18 AM ApprovalEvent Burger, Patrick(District

PM)

Person Approved Approved Approved by pburger@sjrwmd.com - Comments: Approved by Burger, Patrick:

This is Ocala LFA Phase 3 agreement for District's 25% funding of project.

1/6/2022 9:12:32 AM ApprovalEvent Ashby, Sherrie (x1950)(Procurement Specialist)

System Workflow Request Approval Request Approval from Burger, Patrick.

Comments: N/A Purpose: Lower Floridan Aquifer Conversion Phase 3 project.

District share $1,102,850. And project total $4,411,400. District PM Patrick Burger.

1/6/2022 9:12:31 AM ApprovalEvent Ashby, Sherrie (x1950)(Procurement Specialist)

System Workflow Request Approval Request Approval from Burger, Patrick

1/6/2022 8:50:29 AM ApprovalEvent Ashby, Sherrie (x1950)(Procurement Specialist)

System Workflow Request Approval Request Approval from Donnangelo, Louis.

Comments: N/A Purpose: Governing Board approved 4/13/2021 Cost-share agreement City of Ocala – Lower Floridan Aquifer Conversion Phase 3 project. District share $2,205,700 project total $4,411,400.

District PM Patrick Burger.

1/6/2022 8:50:28 AM ApprovalEvent Ashby, Sherrie (x1950)(Procurement Specialist)

System Workflow Request Approval Request Approval from Donnangelo, Louis

1/6/2022 8:28:59 AM ApprovalEvent Burger, Patrick(District

PM)

Person Approved Approved Approved by pburger@sjrwmd.com - Comments: Approved by Burger, Patrick:

LFA Phase 3

1/6/2022 8:27:18 AM ApprovalEvent Ashby, Sherrie (x1950)(Procurement Specialist)

System Workflow Request Approval Request Approval from Burger, Patrick.

Comments: N/A Purpose: Governing Board approved 4/13/2021 Cost-share agreement City of Ocala – Lower Floridan Aquifer Conversion Phase 3 project. District share $2,205,700 project total $4,411,400.

District PM Patrick Burger.

E-17

1/6/2022 8:27:18 AM ApprovalEvent Ashby, Sherrie (x1950)(Procurement Specialist)

System Workflow Request Approval Request Approval from Burger, Patrick

8/26/2021 11:58:45 AM ApprovalEvent Burger, Patrick(District

PM)

Person Approved Approved Approved by pburger@sjrwmd.com - Comments: Approved by Burger, Patrick:

8/18/2021 2:58:13 PM ApprovalEvent Edwards, Debra (x4866)(Procurement Specialist)

System Workflow Request Approval Request Approval from Burger, Patrick

8/18/2021 2:06:18 PM ApprovalEvent Barber, Heather (x1908) Person Approved Approved Approved by Barber, Heather (x1908) - Comments: Approved by Barber, Heather (x1908) as Delegate for Licourt, Melissa:

8/18/2021 2:06:10 PM ApprovalEvent Barber, Heather (x1908)(Budget Officer)

System Workflow Request Approval Request Approval from Barber, Heather (x1908)

8/18/2021 2:05:57 PM ReviewEvent Barber, Heather (x1908) Person Reviewed Reviewed Reviewed by Barber, Heather (x1908) - Comments: Reviewed by Barber, Heather (x1908) as Delegate for Licourt, Melissa:

01-62-11-6210-8301-70117 approved for $1,102,850. This project was approved at the April 2021 GB meeting and funding is contingent upon GB adoption of the FY 2021-22 final budget.

8/18/2021 10:38:19 AM ReviewEvent Burger, Patrick(District

PM)

System Workflow Request Review Request Review from Barber, Heather (x1908)

E-18

- 1 -

AMENDMENT 1 TO THE AGREEMENT BETWEEN

THE ST. JOHNS RIVER WATER MANAGEMENT DISTRICT

AND CITY OF OCALA

TO/FOR OCALA LFA P3

THIS AMENDMENT is entered into by and between the GOVERNING BOARD of the ST. JOHNS RIVER WATER MANAGEMENT DISTRICT (the “District”), whose mailing address is 4049 Reid Street, Palatka, Florida 32177-2571, and CITY OF OCALA (“Recipient”) whose address is 1805 NE 30TH AVE, BLDG 600, OCALA, FL, 34470, and is effective on the date the last party has executed same.

PREMISES:

The parties entered into Agreement No. 37150 on January 20, 2022 for Ocala LFA P3 (“Agreement”). The parties desire to amend the Agreement.

NOW, THEREFORE, in consideration of the above premises, which are hereby made a part of this amendment, the mutual covenants contained herein, and other good and valuable consideration, the parties hereby agree to amend the Agreement as follows:

1. Paragraph 4(a) AMOUNT OF FUNDING, is hereby deleted in its entirety and replaced with the following:

(a) For satisfactory completion of the Project, the District shall pay Recipient 50% of the total estimated construction cost of the Project, but in no event shall the District cost-share exceed $2,205,700. The District cost-share is not subject to modification based upon price escalation in implementing the Project during the term of this Agreement. Recipient shall be responsible for payment of all costs necessary to ensure completion of the Project. Recipient shall notify the District’s Project Manager in writing upon receipt of any additional external funding for the Project not disclosed prior to execution of this Agreement.

2. Paragraph 5(a) PAYMENT OF INVOICES, is hereby deleted in its entirety and replaced with the following:

(a) Recipient shall submit itemized invoices as per the Statement of Work, Attachment A for reimbursable expenses 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. The invoices shall be submitted in detail sufficient for proper pre-audit and post-audit review. Invoices shall include a copy of contractor and supplier invoices to Recipient and proof of payment. Recipient shall be reimbursed for 100% of approved cost or the not-to-exceed sum of $2,205,700, whichever is less. The District shall not withhold any retainage from this reimbursement. District reimbursement is subject to annual budgetary limitation, if applicable, as provided in subsection (g). If necessary for audit purposes, Recipient shall provide additional supporting information as required to document invoices.

3. Paragraph 5(d) PAYMENT OF INVOICES, is hereby deleted in its entirety and replaced with the following:

(d) Required Information. All invoices shall be submitted using Attachment B and shall include the following information: (1) District contract number; (2) Recipient’s name and address (include remit address, if necessary); (3) Recipient’s invoice number and date of invoice; (4) District Project Manager; (5) Recipient’s Project Manager; (6) supporting documentation as to cost and/or Project completion, as per the cost schedule and other requirements of Attachment A, including receipts expenditures; in addition, see Attachment D, "CONTRACT PAYMENT REQU IREMENTS FOR

STATE FUNDED COST REI M BURSEMENT…