RFP 25-002 ADDENDUM 1.pdf

NORTHWEST FLORIDA WATER MANAGEMENT DISTRICTT

SOLICITATION ADDENDUM

Northwest Florida Water Management District Attn: Procurement Officer 81 Water Management Drive Havana, FL 33333

Request for Proposal (ITB) No.: 25-002

ADDENDUM NUMBER: 1

DATE: September 25, 2025

Project Title: Request for Proposals-Regulatory Services

Deadline for Submission of Bids and the Opening of Sealed Bids is Tuesday, October 21, 2025, 2:00 P.M.

ET.

This ADDENDUM NO. 1 is issued for Regulatory Services for RFP 25-002 to provide answers to questions received during the inquiry period. Attached are the questions and answers.

Question 1:

Are you looking for consultants to provide reviews of applicant submittals for CUP and ERP permitting?

Answer:

As part of the Scope of Work (Section 1.3), review of application submittals for CUP and ERP permitting is included.

Question 2:

There are a variety of services listed as possible in the “other capabilities” section – are we able to select which services we can provide? Or are you looking for a consultant that can provide every service listed?

Answer:

The District would prefer a consultant to be able to provide all of the services either through themselves or sub-consultants.

Question 3:

Who currently holds this contract?

Answer:

No one holds this contract.

Question 4:

How many firms are intended to be selected for this contract?

Answer:

As stated in Section 1.2, Introduction and Purpose, “It is the intent of the District to contract with at least three respondents that meet the criteria.”

Addendum – Page 2

Question 5:

Requesting a sample contract for reference for RFP No. 25-002

Answer:

An example contract is included with this addendum.

Question 6:

Who are the incumbent firms currently providing services under any existing contract with the Northwest Florida Water Management District for regulatory services?

Answer:

See answer to Question 3.

Question 7:

Does the District require or prefer that subcontractors have prior experience working directly with Florida government agencies or water management districts, or is relevant experience under a prime contractor (such as AECOM) sufficient for evaluation purposes?

Answer:

Please refer to evaluation criteria in Section 3.1. Also refer to the answer to Question 2.

Question 8:

Will the District permit government agencies to serve as subcontractors to a prime contractor under RFP 25-002 – Regulatory Services?

Answer:

No. As outlined in the RFP, the District seeks qualified firms for the design and review of projects.

Question 9:

Could you please confirm the total funding amount that was allocated for the previous contract?

Answer:

See answer to Question 3.

Agreement for

Between Northwest Florida Water Management District

And

NWFWMD Contract Number _______

This agreement (the “Agreement”) is by and between the Northwest Florida Water Management District (hereinafter, the District) and _______________________________ (hereinafter, the Contractor). The District and the Contractor hereby agree as follows:

SECTION 1 – SCOPE OF SERVICES

A. The Contractor shall perform and render all services and deliverables hereunder (the “Work”) as an independent contractor of the District and not as an agent, representative, or employee of the District.

Work shall be provided in accordance with the Contractor’s proposal submitted in response to _______________ entitled “______________________________________________________” incorporated herein by reference, and Task Orders when issued to the Contractor, at the discretion of the District.

B. New Task Orders issued by the District will include a new Task Order number and a statement of the Work to be performed. Within fourteen (14) days of receipt of any Task Order Request (TOR) issued by the District, the Contractor may be requested to submit a detailed Scope of Work (SOW), detailed fee proposal, and schedule to the District based on the project description specified by the District or its authorized representative as “the Scope of Work” for the TOR. All work by the Contractor associated with preparation of SOWs, detailed fee proposals and schedules shall be solely at the expense of the Contractor.

C. Within seven (7) days of delivery of a SOW, schedule, and detailed fee proposal for any TOR, the Contractor shall be available to meet and discuss the project as requested with District representatives to negotiate the final SOW and fee for the Task Order. At the discretion of the District, negotiations concerning a SOW and fees may be conducted by teleconference at a date and time specified by the District.

D. As part of this Agreement, the Contractor may be called upon to provide expert testimony by legal counsel representing the State of Florida and/or the District. Such requests would also be through a Task Order negotiated at a fair price for goods and services.

SECTION 2 – RESPONSIBILITIES OF CONTRACTOR

A. The Contractor is responsible for the timely completion, professional quality, and technical accuracy of all Work provided to the District under the terms of this Agreement. The Contractor shall, without additional compensation, correct or revise any errors, omissions or other deficiencies caused by the Contractor and identified by the District in reports, drawings, and in conjunction with all other Work provided for under this Agreement.

B. The District’s approval of field activities, reports, drawings, other services, and incidental Work or materials furnished hereunder shall not in any way relieve the Contractor of responsibility for the technical adequacy of its Work. For the purposes of this Agreement, technical adequacy shall refer to the performance of all Work in accordance with the Quality Assurance requirements set forth in the Contractor’s proposal (where applicable) and with said Work performed in accordance with the generally accepted standards and professional practices. The District’s review, approval, acceptance, or payment for any of the Work shall not be construed as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

C. The Contractor shall be, and shall remain, liable in accordance with applicable law for all damages to the District caused by the Contractor’s negligent performance of any of the Work furnished under this Agreement.

D. As provided under s.216.347, F.S., expenditure of District funds for purposes of lobbying, including of the Legislature, judicial branch, or any state agency, is prohibited.

E. The Contractor’s obligations under this Section are in addition to the Contractor’s other expressed or implied assurances under this Agreement or state law and in no way diminish any other rights that the District may have against the Contractor for deficiencies in Work.

F. The Contractor shall indemnify and hold harmless the District, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor and other persons employed or utilized by the Contractor in the performance of this Agreement.

G. The Contractor represents that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Agreement and that the Contractor has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement.

H. The Contractor certifies that it and any of its affiliates (i) are not on the Scrutinized Companies that Boycott Israel List or engaged or participating in a boycott of Israel, and (ii) are not on the Scrutinized Companies with Activities in Sudan List, and (iii) are not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, and (iv) are not on the Scrutinized Companies with Activities in Iran Terrorism Sectors List, and (v) do not have business operations in Cuba or Syria. The District may immediately terminate this Agreement at its sole option if the Contractor is found to have submitted a false certification or is placed on any of the foregoing lists or is engaged or participating in the boycott of Israel during the term of the Agreement. The District shall bring a civil action against the Contractor, as required in s. 287.135(5), F.S., for violation of this provision. As provided in s.

287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions, then they shall become inoperative.

I. The Contractor covenants that it presently has no conflict of interest and shall not acquire any interest which would conflict in any manner or degree with the performance under this Agreement.

SECTION 3 – TRUTH-IN-NEGOTIATIONS

The Contractor certifies that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto will be adjusted to exclude any significant sums by which the District determines the contract price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such contract adjustments must be made within one year following the end of this Agreement.

SECTION 4 – COMPENSATION

A. Maximum compensation under this contract shall be determined by the collective Task Orders issued under the terms of and during the Term or Renewal Term, as defined herein, and shall not exceed the availability of funds and current budget authorizations as approved by the District’s Governing Board.

Each Task Order shall stand apart from all other Task Orders and shall not extend a SOW or funding to or from another Task Order.

B. The Contractor shall submit invoices no more frequently than monthly per the requirements of each Task Order. Each invoice submitted must be in detail sufficient for pre-audit and post-audit review. A final invoice must be submitted within thirty (30) days after the expiration date of the Task Order to assure the availability of funding for final payment.

C. Unless otherwise specified within a Task Order, the compensation amount will be determined on the basis of the hourly rates as set forth in Attachment B, Schedule of Costs, attached hereto and made a part hereof, or on the basis of a negotiated fixed fee. Compensation for all Task Orders and, if required, subtasks of each Task Order, will be pre-approved by the District and subject to negotiations as outlined in Section 1. Any subcontractor fees and other direct expenses required for completion of a Task Order will be billed at actual cost without mark-up and must be identified and pre-approved by the District in the Task Order. All travel shall be in accordance with s. 112.061, F.S., and District policy which requires pre-approval by the District. In such instance, travel expenses must be submitted on District travel forms.

D. An original invoice, including appropriate backup documentation, shall be submitted to both the District Project Manager, at the contact information included in Section 6.B., and the District’s Accounting Department at: AccountsPayable@nwfwater.com.

SECTION 5 – TIME OF PERFORMANCE

A. This Agreement is effective on the last date of execution by a party (the “Effective Date”) and shall remain in effect _________________________________________________ (the “Term”). The District’s performance and obligation to pay under this Agreement is contingent upon annual appropriation by the Florida Legislature and/or approval of the District’s annual budget.

B. _________________________________________________________________________________

C. Individual completion dates for Work to be performed shall be included in each Task Order and shall be completed within the Term or Renewal Term, if applicable.

SECTION 6 – APPROVALS AND NOTICES

A. All notices and written communication between the parties shall be sent by electronic mail, U.S. Mail, a courier delivery service, or delivered in person addressed to the individuals listed in 6.B. If sent by electronic mail, notices shall be considered delivered at 5:00 PM on the day sent, or 9:00 AM the following day if sent after 5:00 PM. If sent via other means authorized by this paragraph, notices shall be considered delivered when reflected by a courier service delivery receipt, other mail service delivery receipt, or when receipt is acknowledged by recipient.

By formal amendment in writing and agreed upon by both parties, the District may renew this Agreement for a time period not to exceed three (3) years (the "Renewal Term"), subject to availability of appropriated funds in each fiscal year of the District.

B. The District Project Manager for this Agreement is identified below:

Northwest Florida Water Management District 81 Water Management Drive Havana, FL 32333-4712 Telephone No.: (850) 539-9999 E-mail Address:

C. The Contractor Project Manager for this Agreement is identified below:

Telephone No.:

E-mail Address:

No amendment to this Agreement shall be effective unless agreed in writing and executed by the parties hereto.

The District and the Contractor may, by written order designated to be a Task Change Order, agree that additional Work shall be undertaken for Task Orders issued within the general scope of this Agreement.

All Work shall progress as stipulated and provided in approved Task Orders as described in Section 1, “Scope of Services.”

The District shall, at its sole discretion, determine whether the Work has been satisfactorily completed.

SECTION 7 – INSURANCE

The Contractor shall maintain adequate insurance coverage at all times as follows: General Liability, with limits no less than $1,000,000 per occurrence; $1,000,000 per occurrence for personal injury; and $1,000,000 for property damage; Automobile Liability, with combined single limit of not less than $1,000,000; Workers Compensation and Employers Liability, with limits not less than $1,000,000 for each accident for Bodily Injury by Accident, $1,000,000 policy limit and $1,000,000 each employee for Bodily Injury by Disease. Evidence of all such insurance satisfactory to the District shall be furnished prior to beginning operations, and all such insurance policies shall provide for thirty (30) days’ notice to the District of cancellation or any material change in the terms of the insurance policies.

SECTION 8 – SUBCONTRACTS

A. The Contractor shall not subcontract, assign or transfer any Work under this Agreement without the prior written consent of the District. Any subcontractors who may be employed by the Contractor and approved by the District must also adhere to all provisions of this Agreement. Subcontractors included in the Contractor’s proposal for this Agreement are pre-approved for use under any Task Order.

B. The Contractor shall cause the names of subcontractor firms responsible for portions of the Work to appear on such Work.

C. The Contractor agrees to notify the District of all subcontracts no less than ten (10) days prior to the effective date of the subcontracts for the purpose of approval by the District. The Contractor agrees to provide the District with an executed copy of all subcontracts within ten (10) days after the effective date thereof.

D. The Contractor agrees to be responsible for the fulfillment of all Work elements or arrangements included in the subcontracts and agrees to be responsible for the payment of all monies due under any subcontract and hold the District harmless from any liability or damages arising under or from any subcontract hereunder.

SECTION 9 – LAW COMPLIANCE

The Contractor will abide by and assist the District in satisfying and complying with all applicable federal, state, and local laws, rules, regulations and guidelines, executive orders and policies related to performance under this Agreement.

SECTION 10 – TERMINATION OF AGREEMENT

A. The District or its designated representatives will decide all questions, difficulties, and disputes of whatever nature which may arise under or by reason of this Agreement. The District's decision upon all claims, questions and disputes shall be final, conclusive and binding upon the parties hereto. This Section 10 does not preclude any party from seeking relief by filing a petition for administrative hearing pursuant to Ch. 120, F.S.

B. If the Contractor fails to fulfill its obligations in a timely and proper manner under this Agreement, or if the Contractor violates any of the covenants, agreements, or stipulations of this Agreement, the District has the right to terminate this Agreement. This right to terminate will be exercised by giving written notice to the Contractor of such termination and specifying the reason and effective date thereof.

Upon such notice of intent to terminate this Agreement by the District, the Contractor will have a contract resolution period not to exceed thirty (30) days to resolve deficiencies, disputes or other contract issues to the District’s satisfaction before the termination is final. During this resolution period the Contractor will not initiate any new Work requiring additional compensation without written approval by the District.

C. The District may at any time and for any reason give notice of immediate termination of this Agreement at the District’s convenience and sole discretion. Upon receipt of such notice, the Contractor shall, unless the notice directs otherwise, immediately discontinue the Work and procurement for all materials and services in connection with the performance of this Agreement.

D. Upon termination in any event, the Contractor shall not be relieved of liability to the District for damages sustained by the District because of any breach of this Agreement, without prejudice to any other rights the District may have as a result of such breach, including, but not limited to, the right to consequential or incidental damages.

E. In the event the District terminates this Agreement, other than for breach by the Contractor, the

Contractor shall be compensated for Work completed as of the date of termination and for any irrevocable commitments for procurement for materials or services made by the Contractor as of the date of termination. The Contractor agrees that it will make no such commitments prior to receiving written approval from the District. The Contractor also agrees to provide all Work products completed or in progress at the date of termination.

SECTION 11 – OWNERSHIP OF DOCUMENTS AND DELIVERABLES

A. The Contractor will provide the District with any and all reports, plans, models, geographic information system data, studies, maps, or other documents resulting from Task Orders and associated detailed scope of services and schedule. Unless otherwise specified, all written materials, documents, plans, model results, and maps shall be submitted to the District in editable electronic format by the Contractor, and hard copies shall be provided as requested by the District. All digital photos, graphics, and maps shall be of sufficient quality to be reproducible.

B. The Contractor shall be responsible for the validation of all field and analytical data collected by the Contractor and shall be responsible for the accuracy of all reports submitted to the District.

C. All reports produced and other data gathered by the Contractor for the purpose of this Agreement shall become the property of the District without restriction or limitation upon their use and shall be made available by the Contractor at any time upon request of the District.

D. All deliverables, including Work not accepted by the District, are District property when Contractor has received compensation therefor, in whole or in part. For any Work subject to patent or copyright, such Work is a “work made for hire” as defined by the patent and copyright laws of the United States.

Contractor shall not make any representation otherwise and, upon request, shall sign any documents so affirming. 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 Task Order, are District property and shall be safeguarded and provided to the District upon request. This obligation shall survive termination or expiration of this Agreement.

E. The District shall have the unrestricted right to use and disseminate all of the above-referenced documents without payment of further compensation to Contractor, provided that any future use for other than the purpose intended by this Agreement shall be at the District’s sole risk and without liability to Contractor. Contractor shall include language in all subcontracts clearly indicating that ownership and copyright to all materials produced pursuant to this Agreement remains with the District, as provided herein. All work products, including but not limited to original sketches, tracings, drawings, computation details, calculations, field books, and plans, that result from the Work shall become the sole property of the District. Contractor shall submit all such work products to the District, if requested and Contractor may retain copies of all such work products.

SECTION 12 – RELEASE OF INFORMATION

The Contractor agrees not to divulge any information obtained in connection with the performance of services under this Agreement to anyone other than the District unless authorized in writing by the District.

All drawings, specifications, diagrams, reports, documents, etc., furnished by the Contractor pursuant to this Agreement shall become the sole property of the District, and may be subject to disclosure by the District under Ch. 119, F.S. However, the Contractor shall maintain the confidentiality of the project and all related information unless such confidentiality is waived by the District in writing.

SECTION 13 – CHOICE OF LAW/FORUM

The parties hereby agree that any and all actions or disputes arising out of this Agreement shall be governed by the Laws of the State of Florida; and any such actions shall be brought in state court in Leon County, Florida. The parties hereby agree to waive any rights they may have to file or remove an action to any U.S.

district court.

SECTION 14 – VENDOR LISTS (PUBLIC ENTITY CRIME/DISCRIMINATORY/ANTITRUST

VIOLATER) AND NON-PROFIT ORGANIZATION

A. 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 on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids 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 s. 287.017, F.S., for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list pursuant to s. 287.133, F.S. Questions regarding the convicted vendor list may be directed to the Florida Department of Management Services, State Purchasing Division, at (850) 488-8440 or send email to purchasingcustomerservice@dms.fl.gov.

B. An entity or affiliate who has been placed 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 consultant under a contract with any public entity, and may not transact business with any public entity pursuant to s.

287.134, F.S. Questions regarding the discriminatory vendor list may be directed to the Florida Department of Management Services, State Purchasing Division, at (850) 488-8440 or send email to purchasingcustomerservice@dms.fl.gov.

C. A person or affiliate who has been placed on the antitrust violator vendor list following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any contract to provide any good or services to a public entity, may not submit a bid, proposal, or reply on any contract with a public entity for the construction or repair of a public building or public work, may not submit a bid, proposal, or reply 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 a public entity, and may not transact new business with a public entity, pursuant to s. 287.137, F.S. Questions regarding the antitrust violator vendor list may be directed to the Florida Department of Management Services, State Purchasing Division, at (850) 488-8440 or send email to purchasingcustomerservice@dms.fl.gov.

D. Pursuant to s. 216.1366, F.S., if Contractor meets the definition of a non-profit organization under s.

215.97(2)(m), F.S., Contractor must provide the District with documentation that indicates the amount of state funds:

i. Allocated to be used during the full term of the contract or agreement for remuneration to any member of the board of directors or an officer of the Contractor.

ii. Allocated under each payment by the public agency to be used for remuneration of any member of the board of directors or an officer of the Contractor.

The documentation must indicate the amounts and recipients of the remuneration. Such information must be posted on the State’s contract tracking system and maintained pursuant to s. 215.985, F.S., and must be posted on the Contractor’s website, if Contractor maintains a website.

SECTION 15 – ACCESS TO RECORDS FOR THE PURPOSE OF AUDITS

A. The Contractor shall maintain books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. The District, the State, inspector general or their authorized representatives shall have access to such records for audit purposes during the Term, or Renewal Term, if applicable, and for five (5) years following the termination or expiration of this Agreement. In the event any Work is subcontracted, the Contractor shall similarly require each subcontractor to maintain and allow access to such records for audit purposes.

B. The Contractor shall comply with Florida Public Records law under Ch. 119, F.S. Records made or received in conjunction with this Agreement are public records under Florida law, as defined in s.

119.011(12), F.S. Contractor shall keep and maintain public records required by the District to perform the services under this agreement.

C. This Agreement may be unilaterally canceled by the District for unlawful refusal by the Contractor to allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with this Agreement and subject to disclosure under Ch. 119, F.S., and Section 24(a), Article I, Florida Constitution.

D. If the Contractor meets the definition of “Contractor” found in s. 119.0701(1)(a), F.S. [i.e. an individual, partnership, corporation, or business entity that enters into a contract for services with a public agency and is acting on behalf of the public agency], then the following requirements apply:

i. A request to inspect or copy public records relating to this Agreement for services must be made directly to the District. If this District does not possess the requested records, the Contractor must provide the records to the District or allow the records to be inspected or copied within a reasonable time. If the Contractor fails to provide the public records to the District within a reasonable time, the Contractor may be subject to penalties under Ch. 119, Florida Statutes, or as otherwise provided by law.

ii. Upon request from the District’s custodian of public records, the Contractor shall provide the

District with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Ch. 119, Florida Statutes, or as otherwise provided by law. All records that are stored electronically must be provided to the District in a format that is compatible with current information systems.

iii. The Contractor shall identify and ensure that all public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law during the Term, Renewal Term, if applicable, and following termination or expiration of the Agreement if the Contractor does not transfer the records to the District.

iv. Upon completion of this Agreement, the Contractor shall transfer, at no cost to the District, all public records in possession of Contractor or keep and maintain public records required by the District to perform the services under this Agreement. If the Contractor transfers all public records to the District, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public record disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records.

E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION

OF CH. 119, F.S., OR TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC

RECORDS RELATING TO THIS AGREEMENT, CONTACT THE

DISTRICT’S CUSTODIAN OF PUBLIC RECORDS BY TELEPHONE AT (850)

539-5999; BY EMAIL AT ombudsman@nwfwater.com; OR BY MAIL AT

NORTHWEST FLORIDA WATER MANAGEMENT DISTRICT, 81 WATER

MANAGEMENT DRIVE, HAVANA, FL 32333.

SECTION 16 – AGENCY INSPECTORS GENERAL

The Contractor understands and shall comply with s. 20.055(5), F.S., which states: It is the duty of every state officer, employee, agency, special district, board, commission, contractor, and subcontractor to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing pursuant to this section.

SECTION 17 – PAYMENTS

A. Payment will be made upon inspection and approval of Work as specified by Task Order and within thirty (30) days of receipt of an approved invoice, submitted in sufficient detail for a pre-audit and post-audit review.

B. The Contractor agrees to participate in electronic funds transfer payments from the District.

SECTION 18 – FINANCIAL CONSEQUENCES/REMEDIES

A. In accordance with s. 287.058(1)(h), F.S., the District will apply financial consequences for nonperformance. If Contractor fails to satisfactorily produce the Work as specified within the assigned Task Orders, the District shall apply the financial consequences identified therein. Task specific financial consequences will be specified in individual Task Orders.

B. Cumulative Remedies. The rights and remedies of the District are in addition to any other rights and remedies provided by law or under this Agreement.

C. Events outside the control of the Contractor may be considered, in the District’s sole discretion, in the application of financial consequences for non-performance. In the District’s sole discretion, payments in part or in full for work deemed unsatisfactory may be considered.

SECTION 19 – EXECUTION OF COUNTERPARTS

This Contract may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof.

SECTION 20 – AGREEMENT AS INCLUDING ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all attachments and exhibits, together with the Contractor’s Proposal submitted for ____________, and subsequent individual Task Orders and supporting documents, hereby incorporated by reference, makes up the entire contract of the parties. There are no provisions, terms, conditions, or obligations other than those contained herein; and this Agreement shall supersede all previous communication, representation, or agreements, either verbal or written, between the parties hereto.

This Agreement has been delivered in the State of Florida and shall be construed in accordance with the laws of Florida. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

SECTION 21 – MISCELLANEOUS

Force Majeure. Neither the Contractor nor the District shall be responsible for a delay in its respective performance under this Agreement if such delay is caused by acts of God, fire, flood, named storms, war, terrorist attacks, strikes, lockouts, acts or intervention of governmental agencies or authorities, court orders, and governmentally declared pandemics, epidemics, health emergencies, plague, quarantine, and travel restrictions.

SECTION 22 – OTHER STATUTORY PROVISIONS

A. Disclosure of Gifts from Foreign Sources. If the value of the grant or contract under this Agreement is

$100,000 or more, Grantee or Contractor shall disclose to the District any current or prior interest of, any contract with, or any grant or gift received from a foreign country of concern, as defined in s.

286.101, F.S., if such interest, contract, or grant or gift has a value of $50,000 or more and such interest existed at any time or such contract or grant or gift was received or in force at any time during the previous 5 years. Such disclosure shall include the name and mailing address of the disclosing entity, the amount of the contract or grant or gift or the value of the interest disclosed, the applicable foreign country of concern and, if applicable, the date of termination of the contract or interest, the date of receipt of the grant or gift, and the name of the agent or controlled entity that is the source or interest holder. If the disclosure requirement is applicable as described above, then within 1 year before applying for any grant or contracting with the District, Grantee or Contractor must also provide a copy of such disclosure to the Department of Financial Services.

B. Food Commodities. To the extent authorized by federal law, the District, its grantees, contractors, and subcontractors shall give preference to food commodities grown or produced in this state when purchasing food commodities, including farm products as defined in s. 823.14, F.S., of any class, variety, or use thereof in their natural state or as processed by a farm operation or processor for the purpose of marketing such product.

C. Anti-human Trafficking. If the Grantee or Contractor is a nongovernmental entity, the Grantee or Contractor must provide the District with an affidavit signed by an officer or a representative of the Grantee or Contractor under penalty of perjury attesting that the Grantee or Contractor does not use coercion for labor or services as defined in s. 787.06, F.S.

D. Iron and Steel for Public Works Projects. If this Agreement funds a “public works project” as defined in s. 255.0993, F.S., or the purchase of materials to be used in a public works project, any iron or steel permanently incorporated in the Project must be “produced in the United States,” as defined in s.

255.0993, F.S. This requirement does not apply if the District determines that any of the following circumstances apply to the Project:

i. iron or steel products produced in the United States are not produced in sufficient quantities, reasonably available, or of satisfactory quality;

ii. the use of iron or steel products produced in the United States will increase the total cost of the project by more than twenty percent (20%); or

iii. complying with this requirement is inconsistent with the public interest.

Further, this requirement does not prevent the Grantee’s or Contractor’s minimal use of foreign steel and iron materials if:

iv. such materials are incidental or ancillary to the primary product and are not separately identified in the project specifications; and

v. the “cost” of such materials, as defined in s. 255.0993, F.S., does not exceed one-tenth of one percent (1%) of the total Project Cost under this Agreement or $2,500, whichever is greater.

Electrical components, equipment, systems, and appurtenances, including supports, covers, shielding, and other appurtenances related to an electrical system that are necessary for operation or concealment (except transmission and distribution poles) are not considered to be iron or steel products and are, therefore, exempt from the requirements of this paragraph.

This provision shall be applied in a manner consistent with and may not be construed to impair the state’s obligations under any international agreement.

(REMAINDER OF THIS PAGE INTENTIONALLY BLANK)

IN WITNESS THEREOF, the District and the Contractor have executed this Agreement as of the date below written.

_________________________________ Northwest Florida Water Management District Havana, Florida _________________________________

By: __________________________ By: __________________________

______________________________ Lyle Seigler Executive Director ______________________________

Date: __________________________ Date: __________________________

List of attachment(s)/exhibit(s) included as part of this Agreement:

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Description (include number of pages)

Attachment A Scope of Work (* pages)