QR_37865.pdf

INFQ 37865

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May 27, 2022

Interested Firms

Re: Quote Request, 37865 – Marsh Flow Way planting

Dear Contractor

The selected proposal will include type and quantity of each wetland species to be planted. The chosen contractor will be responsible for obtaining and planting material which is free of exotic or invasive plants. Plants will be inspected by District staff to ensure they are the appropriate size, healthy and free from invasive plant material. Bare root plants must be 1 foot tall (excluding root length). Planting should occur as soon as possible and be completed by the last week of July. Installation pricing should be on a per-plant basis. There is a requirement that 80% of each planted area survive for a minimum of 30 days.

The estimated budget for this work is $40,000.00.

Minimum Qualification:

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

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

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

2. Respondent must have completed at least two project(s) of a similar nature (Wetlands Planting) in the past five years by the individual, firm, or foreman assigned to the project. (Documentation must be provided on attached form and must be included with quote response.) Responses must include respondent’s Certificate as to Corporation and complete the general, similar projects (Exhibit 4).

3. Recommendation of Award will be based on the lowest qualified and responsive respondent that meets all qualifications of this quote request.

If you are interested in this project, email your quote in PDF format, after 8:00 a.m. and before 3:00 p.m. on June 16, 2022. Do not email the quote prior to or after this timeframe. It is preferred that all quotes be submitted as an attachment to an email addressed to Amy Lucey at ALucey@sjrwmd.com. Receipt will be acknowledged by 4:00 p.m. Please reference quote number #37865 in subject line on any and all emailed correspondence.

If you need assistance or have any questions about submitting your quote, please email or call Amy Lucey at ALucey@sjrwmd.com or 321-409-2156, respectively. Between the release of this quote request

- 2 -and the posting of the notice of intended decision, Respondents to this quote request or persons acting on their behalf may not contact any employee or officer of the District concerning any aspect of this solicitation, except the procurement employee listed above. Violation of this provision is grounds for rejecting a response.

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

The quotation shall include all costs associated with the services to be provided (Wetland Planting, The District is a political subdivision of the state of Florida, whose boundaries cover all or portions of 18 counties, and is tax exempt (Tax ID No. 85-8012643710C-3; expires March 31, 2023). Respondent shall provide an estimate of all applicable taxes and fees in its quote, including a list of taxes and fees that fall under the District’s exemption.

1. Opening of Quotes

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

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

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

4. Inquiries and Addenda

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

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

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

All addenda become part of the Agreement.

4. Award Procedures

1. Section 286.0113, Fla. Stat., exempts from being open to the public, any portion of a meeting at which: (1) a negotiation with a Respondent is conducted pursuant to a competitive solicitation;

(2) a Respondent makes an oral presentation as part of a competitive solicitation; (3) a Respondent answers questions as part of a competitive solicitation; or (4) negotiation strategies

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

2. Pursuant to §286.0113 Fla. Stat., if the District rejects all quotes and concurrently provides notice of its intent to reissue the competitive solicitation, the recording and any records presented at any exempt meeting shall remain exempt from §119.07(1) and §24(a), Art. I of the State Constitution (Public Records) until such time as the District provides notice of an intended decision concerning the reissued competitive solicitation or until the District withdraws the reissued competitive solicitation. A recording and any records presented at an exempt meeting are not exempt for longer than 12 months after the initial District notice rejecting all quotes.

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

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

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

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

7. Disqualification of Respondents

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

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

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

3. Evidence of collusion among Respondents;

4. Submission of materially false information with the Quote;

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

Respondent may not successfully perform the Work;

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

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

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

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

8. Rejection of Quote

1. Quotes must be emailed to the specified location and received during the time specified on page 1 in order to be considered timely. Untimely quotes will not be considered. Quotes will be considered irregular and may be rejected if they show material omissions, alterations of form, additions not called for, conditions, limitations, unauthorized alternate quotes, or other material irregularities. The District may consider incomplete any quote not prepared and submitted in http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=%22open%20government%22&URL=0100-0199/0119/Sections/0119.07.html

- 4 -accordance with the provisions specified herein, and reserves the right to waive any minor deviations or irregularities in an otherwise valid Quote.

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

9. Public Entity Crimes/Discriminatory Vendors

In accordance with §287.133 and §287.134, Fla. Stat., a person or affiliate who has been placed on the convicted or discriminatory vendor lists following a conviction for a public entity crime or placement on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or Contractor under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in §287.017 for CATEGORY TWO ($35,000) for a period of 36 months following the date of being placed on the convicted or discriminatory vendor lists.

10. Notices and Services Thereof

1. The District will publish notice of specifications and criteria, including addenda, intended agency decisions, or other matters pertinent to this solicitation on Onvia DemandStar at DemandStar.com. Onvia DemandStar may also be accessed through the District’s website at sjrwmd.com. In addition, the District will post notices of intended agency decisions at the District’s headquarters, 4049 Reid Street, Palatka, Florida, Administration Building, Procurement Bulletin Board, on the date the publication is posted on Onvia DemandStar.

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

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

11. Protest Procedures

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

2. Pursuant to §120.57(3), Fla. Stat., and Rule 28-110.003, Fla. Admin. Code, any person adversely affected by a District decision or intended decision to award a contract, or to reject all bids, proposals, or qualifications, must file a Notice of Protest within 72 hours after receipt of the decision or intended decision. Pursuant to §120.57(3), Fla. Stat., and Rule 28-110.004, Fla.

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

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

Admin. Code, and must be addressed to and received by the District Clerk at the District

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Headquarters in Palatka, Florida within the prescribed time periods. The District will not accept as filed any electronically transmitted facsimile pleadings, petitions, Notice of Protest or other documents. Failure to file a protest within the time prescribed in §120.57(3), Fla. Stat., or failure to post the bond or other security required by law within the time allowed for filing a bond will constitute a waiver of proceedings under chapter 120, Fla. Stat. Mediation under §120.573, Fla.

Stat., is not available.

RESPONSES

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

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

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EXHIBIT 1 — STATEMENT OF WORK

FY 2022 Marsh Flow Way at Lake Apopka Wetland Planting

Introduction:

The marsh flow-way (MFW) is a 760-acre constructed wetland which removes suspended sediments and associated nutrients as water flows through its cells and has been in operation since 2003. The continuous flow through the MFW allows the rapid treatment and return of water from Lake Apopka.

Construction and maintenance of the MFW is one of the many projects that the St. Johns River Water Management District has implemented to address the eutrophic status of the Lake starting in the 1990s.

Great progress has been made over the past 3 decades, but continued improvement is needed. The wetland is divided into 4 individual cells (B1, B2, C1, and C2) which are operated independently. Water depth within cells during operation are between 1 to 1.5 feet to maintain desirable emergent vegetation.

The MFW is 20 years old, and a major regrading and maintenance effort was completed in 2021.

Following the completion of the maintenance, prescribed fire was utilized to decrease the abundance of willow in B1 and B2. Following the prescribed fire plants did not grow as densely as needed to prevent short circuiting. Short circuiting creates a preferential flow path for water and decreases the effectiveness of treatment. Following one season of operation of the MFW, it would be beneficial to the operation of the MFW to plant in areas which are currently void of plants. Planting the appropriate wetland plants will decrease likelihood of short circuits forming and optimize the treatment capability of the MFW for subsequent years.

Objectives:

Planting of up to 7.74 acres of low-vegetation areas identified (see map, Fig. 1 - 6). Planting in areas which are indicated with “short circuiting starting” label will be planted with a spacing of 2-foot centers.

In other areas, plantings will target the front portion of each cell and plant spacing will be on 3-foot centers within the target area. Maximum total area to plant is 7.74 acres. Acceptable species to be planted include, Pickerelweed (Pontederia cordata), Bulltongue Arrowhead (Sagittaria lancifolia), Alligator Flag (Thalia geniculata), Softstem Bulrush (Scirpus validus), Southern Bulrush (Scirpus californicus), and Eliocharis Sp. Minimum of 3 different species must be used in the plantings, which does not include sawgrass. Sawgrass (Cladium jamaicense) to be planted in monoculture in the areas indicated on Figure 4 to serve as a seed source for the MFW. Water levels during planting will range from saturated soils to 0.5 foot in depth. If needed, wooden or bamboo stakes will be provided to keep plants erect and with leaves above the water. The District will maintain water levels in the cells but contractor will need to be prepared to work in flooded conditions.

Scope of services

The selected proposal will include type and quantity of each wetland species to be planted. The chosen contractor will be responsible for obtaining and planting material which is free of exotic or invasive plants. Plants will be inspected by District staff to ensure they are the appropriate size, healthy and free from invasive plant material. Bare root plants must be 1 foot tall (excluding root length). Planting should occur as soon as possible and be completed by the end of July. Installation pricing should be on a per-plant basis. There is a requirement that 80% of each planted area survive for a minimum of 30 days.

Payment for work will be upon completion of planting.

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Figure 1. General location map for Lake Apopka North Shore in Lake and Orange Counties, FL.

Figure 2. Location of the MFW represented in green on the Lake Apopka North Shore outlined in purple.

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Figure 3. Planting areas for B1 cell. Total area planted, 3.74 acres.

Figure 4. Planting areas for B2 cell. Total area planted, 3.1 acres which includes 0.9 acres of saw grass planting.

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Figure 5. Planting areas for C1 cell. Total area planted, 0.57 acres.

Figure 6. Planting areas for C2 cell. Total area planted, 0.33 acres.

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DUE BY: NO LATER THAN 3:00 PM, June 16, 2022

RESPONSES SHALL BE SUBMITTED TO THE PROCUREMENT SPECIALIST AS IDENTIFIED

ON THE FIRST PAGE OF THIS REQUEST.

Total Quote Cost in words: ____________________________________________________

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

Acknowledgment is hereby made of the following addenda (identified by number) received:

Addendum No. Date Addendum No. Date 1__________ 2__________ 3__________

RESPONDENT (FIRM NAME)

ADDRESS

SIGNATURE TYPED NAME & TITLE

TELEPHONE NUMBER EMAIL ADDRESS

Cost Schedule 1 Plant Material $ 2 Labor $

Total Price $

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CERTIFICATE AS TO CORPORATION

Include this form in the response

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

Corporation name:

Address:

Registration No.:

Registered Agent:

By:

(Official Title) (Affix corporate seal)

Attest:

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

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

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

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QUALIFICATIONS — GENERAL

(This form to be included with quote submittal)

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

Name of Respondent:

Respondent’s tax identification No.: __________________

Year company was organized/formed: __________________

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

Total number of years Respondent has experience in similar work described in quote request of the Instructions to Respondents: ____________________

Has Respondent previously been engaged in the same or similar business under another firm or trade name? If so, please describe each such instance.

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

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

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QUALIFICATIONS — SIMILAR PROJECTS

This form to be included in quote response

Respondent (or a combination of the firm, individual, or project manager assigned to the work) must have successfully completed at least two during the years prior to the date set for receipt of quotes.

Include only those projects that are comparable to those required by the District (acquisition and planting of max 7.74 acres of emergent wetland plants in designated areas of the Apopka Marsh Flow Way).

Completed Project 1:

Client/Project Owner:

Current contact person with Client/Project Owner:

Telephone: Email:

Address of Client/Project Owner:

Project description:

No. of Employees: Start date: Completion date:

(min: ____) (month/year) (month/year)

No. of Locations:

(min:____)

Name(s) of assigned personnel:

Project manager:

Account manager:

Solution engineer:

Technical engineer:

Rollout engineer:

Technical coordinator:

Provisioning coordinator:

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Completed Project 2:

Client/Project Owner:

Current contact person with Client/Project Owner:

Telephone: Email:

Address of Client/Project Owner:

Project description:

No. of Employees: Start date: Completion date:

(min: ____) (month/year) (month/year)

No. of Locations:

(min:____)

Name(s) of assigned personnel:

Project manager:

Account manager:

Solution engineer:

Technical engineer:

Rollout engineer:

Technical coordinator:

Provisioning coordinator:

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ATTACHMENT 4 — INSURANCE

Consultant shall acquire and maintain until completion of the Work the insurance coverage listed below, which constitutes primary coverage. Consultant shall not commence the Work until the District receives and approves Certificates of Insurance documenting required coverage. Consultant’s General Liability policy shall include Endorsement CG 20 10 04 13, or equivalent, naming the St. Johns River Water Management District (the “District”) as Additional Insured. All required policies shall include:

(1) endorsement that waives any right of subrogation (Endorsement 24 04 05 09, or equivalent) against the District for any policy of insurance provided under this requirement or under any state or federal worker’s compensation or employer’s liability act; (2) endorsement to give the District no less than 30 days’ notice in the event of cancellation or material change. Certificates of Insurance must be accompanied by copies of the requested endorsements.

Any deductibles or self-insured retentions above $100,000 must be declared to and approved by the District. Approval will not be unreasonably withheld. Consultant is responsible for any deductible or self-insured retention. Insurance must be placed with insurers having an A.M. Best rating of A-V or greater.

District receipt of insurance certificates providing less than the required coverage does not waive these insurance requirements.

1. Workers’ Compensation Insurance. Workers’ compensation and employer’s liability coverage, including maritime workers compensation, if applicable, in not less than the minimum limits required by Florida law. If Contractor claims an exemption from workers’ compensation coverage, Contractor must provide a copy of the Certificate of Exemption from the Florida Division of Workers’ Compensation for all officers or members of an LLC claiming exemption who will be participating in the Work. In addition, Contractor must provide a completed District “Affidavit (Non-Construction)” for non-construction contracts. Contractor is solely responsible for compliance with any Federal workers’ compensation laws such as Jones Act and USL&H Act, including any benefits available to any workers performing work on this project.

2. General Liability. Commercial General Liability Insurance on an “Occurrence Basis,” with limits of liability for each occurrence of not less than $1,000,000 for personal injury, bodily injury, and property damage, with an aggregate of $2,000,000. Coverage shall include: (1) contractual liability,

(2) products and completed operations, (3) independent contractors, and (4) property in the care, control, or custody of Contractor. Extensions shall be added or exclusions deleted to provide the necessary coverage.

3. Automobile Liability. Minimum limits of $100,000/$300,000/$100,000.

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EXHIBIT 5 — SAMPLE AGREEMENT

AGREEMENT

BETWEEN THE

ST. JOHNS RIVER WATER MANAGEMENT DISTRICT

AND ____________________ FOR

2022 LAKE APOPKA WETLAND PLANTING

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

JOHNS RIVER WATER MANAGEMENT DISTRICT (the “District”), whose address is 4049 Reid Street, Palatka, Florida 32177-2571, and ____________ (“Contractor”), whose address is ____________.

All references to the parties hereto include the parties, their officers, employees, agents, successors, and assigns.

In consideration of the payments hereinafter specified, Contractor agrees to furnish and deliver all materials and perform all labor required for 37865, 2022 Lake Apopka Wetland Planting (the “Work”). In accordance with INFQ 37865, Contractor shall complete the Work in conformity with this Agreement, which consists of and incorporates all of the following documents: (1) advertisement for bids, proposals, or qualifications; (2) Instructions to Respondents; (3) addenda; certifications, and affidavits; (4) bid, proposal, or qualifications submittals; (5) Agreement, including the Statement of Work, and any Special Conditions or other attachments. If any provision in the body of this Agreement conflicts with any attachment hereto, the body of this Agreement shall prevail. This Agreement, including attachments, shall take precedence over all solicitation documents (items 1 – 4). The parties hereby agree to the following terms and conditions.

1. TERM

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

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

(c) Completion Date. The Completion Date of this Agreement is July 30, 2022, unless extended by mutual written agreement of the parties. The Work shall be completed for use no later than said date.

2. LIQUIDATED DAMAGES

(a) If Contractor neglects, fails, or refuses to satisfactorily complete the Work by the Completion Date, Contractor shall, as a part of the consideration for this Agreement, pay the District the amount stipulated herein, not as a penalty, but as liquidated damages for such breach, for each day Contractor is in default thereafter. This amount is fixed and agreed upon between the parties due to the impracticability and extreme difficulty of ascertaining the actual damages the District would sustain in such event. The amount of liquidated damages shall be one half of one percent (.5%) of the total contract amount per day. Liquidated damages shall be deducted from payments as they become due and may be deducted from the retainage due upon completion. They constitute an agreed-upon liquidated sum solely for consequential damages attributable to delay and are not a substitute for any other consequential damages incurred by the District, such as the cost of finding a replacement Contractor for completion of the Work if this Agreement is terminated by the District for non-performance.

(b) Contractor shall not be charged with liquidated damages or any excess cost when the District determines that Contractor’s reasons for the time extension are acceptable in accordance with FORCE MAJEURE; DELAYS; EXTENSION OF COMPLETION DATE. A written extension of the Completion Date constitutes a waiver of liquidated damages to the new Completion Date unless expressly provided therein to the contrary.

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3. DELIVERABLES

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

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

4. OWNERSHIP OF DELIVERABLES. All deliverables, including Work not accepted by the District, are District property when Contractor has received compensation therefor, in whole or in part. Any District source documents or other District or non-District documents, specifications, materials, reports, or accompanying data developed, secured, or used in the performance of the Work, excluding proprietary materials, as outlined in a Statement of Work, are District property and shall be safeguarded and provided to the District upon request. District plans and specifications shall not be used on other work and, with the exception of the original plans and specifications, shall be returned to the District upon request. This obligation shall survive termination or expiration of this Agreement.

5. FUNDING OF AGREEMENT

(a) For satisfactory performance of the Work, the District agrees to pay Contractor $_______. (the “Total Compensation”).

6. PAYMENT OF INVOICES

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

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

Irrespective of the invoicing frequency, the District is required to account for all encumbered funds at that time. When authorized under the Agreement, submittal of an invoice as of September 30 satisfies this requirement. The invoice shall be submitted no later than October 30.

If the Agreement does not authorize submittal of an invoice as of September 30, Contractor shall submit, prior to October 30, a description of the additional Work completed between the last invoice and September 30, and an estimate of the additional amount due as of September 30 for such Work. If there have been no prior invoices, Contractor shall submit a description of the Work completed on the project through September 30 and a statement estimating the dollar value of that Work as of September 30.

(c) Final Invoice. The final invoice must be submitted no later than 45 days after the Completion Date; provided, however, that when the Completion Date corresponds with the end of the District’s fiscal year (September 30), the final invoice must be submitted no later than 30 days after the Completion Date. Final invoices that are submitted after the requisite date shall be subject to a penalty of ten percent of the invoice. This penalty may be waived by the District, in its sole judgment and discretion, upon a showing of special circumstances that prevent the timely submittal of the final invoice. Contractor must request approval for mailto:acctpay@sjrwmd.com

- 18 -delayed submittal of the final invoice not later than ten days prior to the due date and state the basis for the delay.

(d) All invoices shall include the following information: (1) District contract number;

(2) Contractor’s name and address (include remit address, if necessary); (3) Contractor’s invoice number and date of invoice; (4) District Project Manager; (5) Contractor’s Project Manager;

(6) supporting documentation as to cost and/or project completion (as per the cost schedule and other requirements of the Statement of Work; (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, stating the basis for rejection. Payments shall be made within 45 days of receipt of an approved invoice. Disputes regarding invoice sufficiency are resolved pursuant to the dispute resolution procedure of this Agreement.

(e) Travel expenses. If the cost schedule for this Agreement includes a line item for travel expenses, travel expenses shall be drawn from the project budget and are not otherwise compensable. If travel expenses are not included in the cost schedule, they are a cost of providing the service that is borne by Contractor and are only compensable when specifically approved by the District as an authorized District traveler. In such instance, travel expenses must be submitted on District or State of Florida travel forms and shall be paid pursuant to District Administrative Directive 2000-02.

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

(g) Payments withheld. The District may withhold or, on account of subsequently discovered evidence, nullify, in whole or in part, any payment to such an extent as may be necessary to protect the District from loss as a result of: (1) defective Work not remedied; (2) failure of to make payments when due to subcontractors or suppliers for materials or labor; (3) failure to maintain adequate progress in the Work; (4) damage to another contractor; or (5) any other material breach of this Agreement. Amounts withheld shall not be considered due and shall not be paid until the ground(s) for withholding payment have been remedied.

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

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

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

9. INSURANCE. Contractor shall acquire and maintain all insurance required by Attachment B, Insurance Requirements, and shall not commence Work until it has provided Certificates of Insurance to the District as per Attachment B. Receipt of Certificates of Insurance indicating less coverage than required does not constitute a waiver of the Insurance Requirements. Contractor waives its right of recovery against the District to the extent permitted by its insurance policies.

Contractor’s insurance shall be considered primary, and District insurance shall be considered excess, as may be applicable to Contractor’s obligation to provide insurance.

10. 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

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Legislature, or (3) appropriations from other agencies or funding sources. Agreements that extend for a period of more than one Fiscal Year are subject to annual appropriation of funds in the sole discretion and judgment of the District's Governing Board for each succeeding Fiscal Year. Should the Work not be funded, in whole or in part, in the current Fiscal Year or succeeding Fiscal Years, the District shall so notify Contractor and this Agreement shall be deemed terminated for convenience five days after receipt of such notice, or within such additional time as the District may allow. For the purpose of this Agreement, “Fiscal Year” is defined as the period beginning on October 1 and ending on September 30.

11. PROJECT MANAGEMENT PERSONNEL

(a) The Project Managers listed below shall be responsible for overall coordination and management of the Work. Either party may change its Project Manager upon three business days’ prior written notice to the other party. Written notice of change of address shall be provided within five business days. All notices shall be in writing to the Project Managers at the addresses below and shall be sent by one of the following methods: (1) hand delivery; (2) U.S. certified mail;

(3) national overnight courier; (4) email or, (5) fax. Notices via certified mail are deemed delivered upon receipt. Notices via overnight courier are deemed delivered one business day after having been deposited with the courier. Notices via email or fax are deemed delivered on the date transmitted and received.

DISTRICT Contractor Jennifer Mitchell, Project Manager , Project Manager St. Johns River Water Management District TBD 4049 Reid Street TBD Palatka, FL 32177-2571 TBD, Phone: 904-730-6283 Phone:

Email: jmitchell@sjrwmd.com Email:

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

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

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

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

12. SCHEDULING AND WORK PLANNING; PROGRESS REPORTING

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

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

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

13. FORCE MAJEURE; DELAYS

(a) Force Majeure. Contractor shall not be liable for failure to carry out the terms of this Agreement to the extent such failure is due to a Force Majeure event, except for failures that could have been reasonably foreseen and guarded against so as to avoid or reduce the adverse impact thereof. A Force Majeure event is hereby defined as the failure to carry out any of the terms of this Agreement due to any one of the following circumstances beyond the control of Contractor:

(a) the operation and effect of rules, regulations, or orders promulgated by any commission, county, municipality, or governmental agency of the State of Florida or the United States, (b) a restraining order, injunction, or similar decree of any court of competent jurisdiction, (c) war,

(d) flood, (e) earthquake, (f) fire, (g) severe wind storm, (h) acts of public disturbance, (I quarantine restrictions, (j) epidemics, (k) strikes, (l) freight embargoes, or (m) sabotage. The times specified herein for performances include delays that can ordinarily be anticipated due to adverse weather conditions. The District is not obligated to grant an extension of time due to adverse weather conditions unless such conditions rise to the level of Force Majeure.

(b) Delay. Contractor shall not be compensated for delays caused by Contractor’s inefficiency, rework made necessary by Contractor’s error, failure to perform the Work as scheduled, or any other corrective or productivity measures made necessary by errors, omissions, or failures to properly perform the Work. Within ten days after the onset of a delay, Contractor shall notify the District in writing of the delay, which shall provide: (1) a detailed description the delay and its probable duration, (2) the specified portion of the Work affected, and (3) an opinion as to the cause of the delay and liability (if any) for the delay. Notices provided more than ten days after the inception of the delay shall only be effective as to additional costs or delay incurred during the ten day period preceding receipt of such notice. In the case of continuing cause delay for the same cause, only one notice of delay is necessary. Failure to provide this notice waives any claim for extension of time or additional compensation resulting from such delay. If the delay is due to the failure of another District contractor to complete its work in a timely manner, changes ordered in the Work, a Force Majeure event, or any other cause which the District, in its sole judgment and discretion, determines to justify the delay, then the Completion Date may be extended as necessary to compensate for the delay. All time extensions shall be in the form of a written amendment signed by both parties.

14. AMENDMENTS; EMERGENCY CHANGES IN WORK

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

Both parties must sign the DSI. A DSI may not be used to change the Total Compensation, quantity, quality or the Completion Date of the Work, or to change or modify the Agreement.

(b) Emergency Changes in Work. In the event an emergency endangering life or property requires immediate action, the District may give Contractor an oral instruction to proceed with an emergency change in the Work, which will be confirmed in writing within five days. Within 15

- 21 -days after commencement of the emergency change in the Work, Contractor shall provide the District with a written estimate of any increased costs or delays as a result thereof. Failure to so notify the District constitutes a waiver of any right to an extension of time or increase in compensation. Within 15 days after receipt of Contractor’s estimate, the parties shall negotiate a Change Order. If unable to reach agreement, disputed issues shall be resolved pursuant to the dispute resolution procedure. In no event shall Contractor decline to perform the emergency change in the Work.

15. TERMINATION AND SUSPENSION

(a) District Termination for Cause. The Agreement may be terminated by the District for cause in the event of any breach hereof, including, but not limited to, Contractor’s: (1) failing to carry forward and complete the Work as provided herein; (2) failing to comply with applicable laws, regulations, permits, or ordinances; (3) failing to timely correct defective Work; (4) making a general assignment for the benefit of its creditors; (5) having a receiver appointed because of insolvency; (6) filing bankruptcy or having a petition for involuntary bankruptcy filed against it;

(7) failing to make payments when due to subcontractors, vendors, or others for materials or labor used in the Work; (8) making a material misrepresentation to the District regarding the Work, or (9) any other material breach of this Agreement. In such event, the District shall provide Contractor with written notice of its intention to terminate this Agreement, stating the nature of the deficiency and the effective date of termination.