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Backup Documents 10/09/2012 Item #16A 2ORIGINAL DOCENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 6 A2 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNAT Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines #I through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is aheady complete with the exception of the Chairman's signature, draw a line through routing lines # 1 through #4, complete the checklist, and forward to Ian Mitchell (line #6). Route to Addressee(s) (List in routing order Office Initials Date 1. appropriate. (Initial) Applicable) Agenda Date Item was October 9, 2012 Agenda Item Number 16.A.2 2. signed by the Chairman, with the exception of most letters, must be reviewed and signed Type of Document Contract Number of Original 2 3. resolutions, etc. signed by the County Attorney's Office and signature pages from Documents Attached contracts, agreements, etc. that have been fully executed by all parties except the BCC 4. Chairman and Clerk to the Board and possibly State Officials. 2. Is the Chairman's original signature required? 5 to Ian the BCC Mitchell, Executive Manager Board of County Commissioners t 6. Minutes and Records Clerk of Court's Office (Y\ 4. PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created/prepared the executive summary. Primary contact information is needed in the event one of the addressees above, including Sue Filson, need to contact staff for additional or missing information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the item Name of Primary Staff Rhonda Watkins Phone Number 252 -6049 Contact appropriate. (Initial) Applicable) Agenda Date Item was October 9, 2012 Agenda Item Number 16.A.2 Approved by the BCC signed by the Chairman, with the exception of most letters, must be reviewed and signed Type of Document Contract Number of Original 2 Attached resolutions, etc. signed by the County Attorney's Office and signature pages from Documents Attached INSTRUCTIONS & CHECKLIST I: Forms/ County Forms/ BCC Forms / Original Documents Routing Slip, Revised 6 -15 -2011 Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is Yes N/A (Not appropriate. (Initial) Applicable) 1. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and possibly State Officials. 2. Is the Chairman's original signature required? 3. All handwritten strike - throughs and revisions have been initialed by the County Attorney's N /A Office and all other parties except the BCC Chairman and the Clerk to the Board. 4. The Chairman's signature line date has been entered as the date of BCC approval of the low. document or the final negotiated contract date, whichever is applicable. 5. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's *0 signature and initials are required. ' 1 6. In most cases (some contracts are an exception), the original document and this routing slip should be provided to Ian Mithchell in the BCC office within 24 hours of BCC approval. Some documents are time sensitive and require forwarding to Tallahassee within a certain N/� time frame or the BCC's actions are nullified. Be aware of your deadlines! 7. The document was approved by the BCC on 10/9/2012 (enter date) and all changes made during the meeting have been incorporated in the attached document. The Countv Attorney's Once has reviewed the changes, if applicable. I: Forms/ County Forms/ BCC Forms / Original Documents Routing Slip, Revised 6 -15 -2011 16Q2 MEMORANDUM Date: October 12, 2012 To: Rhonda Watkins, Environmental Specialist Pollution Control Services From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Revised Agreement No. 4600002607 with South Florida Water Management District for continued collection of surface water samples in Collier County Attached for further processing are two (2) original copies of the agreement referenced above (Item #16A2), approved by the Board of County Commissioners on Tuesday, October 9, 2012. After the additional signatures are acquired, please return one of the original copies of the agreement to the Minutes & Record's Department for the Board's Official Record. If you have any questions, please contact me at 252 -8406. Thank you. Attachments 16 A2 C O 7 . . 9, � AUG Qn FYFR6 \R0 \i/� September 4, 2012 Mr. Ray Smith Collier County Board of County Commissioners 3339 Tamiami Trail East, Suite 304 Naples, FI 34112 -5361 Dear Mr. Smith: Subject: Contract No. 4600002607 Surface Water Quality Sampling Enclosed please find two (2) REVISED copies of the above referenced document stamped "Original ". This revision changes the number of sites to 31 and the dollar amount to $80,000 per year. Please have both documents executed by an individual with signature authority on behalf of your organization and return both originals to my attention. Upon execution by the South Florida Water Management District (District), a fully executed original will be returned to you for your files. Your cooperation and timely response will be greatly appreciated. Note that this document is not binding on the parties until it is approved by the appropriate level of authority within the District and executed by both parties. Should there be any questions, or if you require any additional information, please do not hesitate to contact me. Sincerely, 00_Y� el V_ � Donna M. Lavery, CPPB o Section Manager - Contracts Procurement Bureau diavery@sfwmd.gov 681 -6420 o ' —.� /dI < w r,I c � C3 un Enclosure n a' c: K Hanes 3301 Gun Club Road, West Palm Beach, Florida 33406 • (561) 686 -8800 • FL WATS 1- 800 - 432 -2045 Mailing Address: P.O. Box 24680, West Palm Beach, FL 334164680 • www.sfwmd.gov ITEM NO.: FILE NO.: -i� �_" 'Ilh 16 A2 DATE RECEIVED; V la ,sum 0JJ ROUTED TO: 1 �21 — C_ rd s — u O 4� DO NOT WRITE ABOVE THIS SPACE (Orig. 9/89; Rev. 6/97) REQUEST FOR LEGAL SERVICES t (Please type or print) � / l V Date: 9/13/12 To: Office of the County Attorney, Attn: Scott each From: Rhonda Watkins Principal Environmental Spec (Name) (Title) Growth Management Natural Resources (Division) (Department) Telephone #: 252 -2502 Re: SFWMD Agreement #4600002607 (Subject) BACKGROUND OF REQUEST/PROBLEM: (Describe problem and give background information - be specific, concise, and articulate.) Agreement No. 4600002607 was previously approved by the Board of County Commissioners at the April 10, 2012 meeting. However, it was never executed by the South Florida Water Management District's Governing Board. Subsequent to the April 10, 2012 BCC approval, South Florida Water Management District staff requested changes to the Agreement and have re- issued it for BCC approval and the Chairman's signature. The original Agreement provided that the Pollution Control & Prevention Department (PC &PD) would collect samples monthly at twenty -six (26) surface water sites and the District would pay PC &PD up to $70,000 annually. This revised Agreement requires BCC approval and signature prior to authorization by SFWMD's Governing Board. Changes within this revised Agreement: 1. Section 3.0: Scope of Work: SFWMD has added five (5) additional monitoring sites in Lake Trafford. Samples from these sites will be performed by Pollution Control Lab 2. Figure 2: Added map detaling additional Lake Trafford Sites 3. Table 1: Added Lake Trafford sampl sites to table 4. Section 3.2: Changed "staff conducting sampling or field measurements" to "staff conducting sampling and/or field measurements" to first sentence in item (c). Section 4.0- -Work Breakdown Struction: Task 4 and Deliverable 3 are specific to Lake Trafford 5. Exhibit D: Payment and Deliverable Schedule: Exhibit SFWMD increased the annual funding from $70,000 to $80,000 annually and total 3 year agreement amount from $210,000 to $240,000. (Are there documents or other information needed to review this matter? If yes, attach and reference this information.) qfl; V11 `I UNU SL b G�, c� 16A2 This item has/has not been previously submitted. (If previously submitted provide County Attorney's Office File No.) 11 -POL -00049 and 12 -POL -00054 ACTION REQUESTED: (Be very specific. Identify exactly what you need in the way of legal services.) Please review the attached SFWMD Revised Agreement #4600002607 for legal sufficiency and add comments to the Executive Summary. The original Agreement will be hand delivered for CAO signature. There are two original copies so please make sure both copies are signed. OTHER COMMENTS: Please find attached the newest revised Agreement and Executive Summary for your review; correspondence with SFWMD regarding the revision of the initially BCC approved Agreement; and the originally approved Agreement and Executive Summary. This item was reviewed previously by Jennifer White. This is the second revision to the original agreement. The last revision was never sent to the BCC, but Jennifer White did review it under RLS 12 -POL- 00054. It was pulled by SFWMD before the July 24, 2012 BCC meeting. Please disregard that revision as it was never presented to the BCC. This item is tentatively scheduled for the October 9th BCC meeting. Level 1 deadline for this item is September 13th. Level 2 deadline is Septmber 19th. If you cannot meet the level two deadline, please let me know as soon as possible. Thank you. 16 AL EXECUTIVE SUMMARY Recommendation to approve Agreement No. 4600002607 with the South Florida Water Management District in the amount of $240,000 for the continued collection of surface water quality samples in Collier County. OBJECTIVE: Continue the collection of surface water quality samples under Agreement No. 4600002607 between the County and the South Florida Water Management District ( SFWMD). CONSIDERATIONS: Agreement No. 4600002607 was previously approved by the Board of County Commissioners (BCC) on April 10, 2012, Agenda Item No. 16 C. 1. However, the Agreement was not executed by the SFWMD's Governing Board because SFWMD staff requested changes to the Agreement. SFWMD has revised the Agreement and are reissuing it for BCC approval. The original Agreement provided that the SFWMD would pay the Pollution Control and Prevention Department (PCPD) up to $70,000 annually to collect samples monthly at 26 surface water sites. In the revised Agreement, SFWMD added five additional monitoring sites near Lake Trafford and increased the annual funding to $80,000. Accordingly, the scope of work, a map, two tables and deliverables have been revised to accommodate the addition of the water sites. For reference, both the originally approved contract and the revised contract being presented for approval today are provided as attachments. FISCAL IMPACT: This Agreement will fund the County up to $240,000 over three years beginning in Fiscal Year 2013. Payments, not to exceed $80,000 per year, will be received from the SFWMD quarterly based on the PCPD's completion of the required deliverables specified in the Agreement. Annual revenue in the amount of $80,000 has been budgeted for Fiscal Year 2013 under Water Pollution Control Fund 114, and will be budgeted as such for the subsequent fiscal years for the remainder of the three year Agreement. LEGAL CONSIDERATION: This item has been reviewed by the County Attorney, is legally sufficient, and requires a majority vote for approval. - JAK GROWTH MANAGEMENT IMPACT: The scope of the Agreement complies with and is consistent with the requirements of the Conservation and Coastal Management Element of the Growth Management Plan relative to surface water quality monitoring. RECOMMENDATION: That the Board of County Commissioners approve the attached Agreement No. 4600002607, whereby the South Florida Water Management District will pay the County's Pollution Control and Prevention Department a total sum not to exceed $240,000 to collect surface water samples within the Big Cypress Basin for three years beginning in Fiscal Year 2013 and authorize the Chairman to sign the Agreement. 16 A2 Prepared by: Rhonda J. Watkins, Principal Environmental Specialist Pollution Control & Prevention Department Attachments: Agreement No.4600002607 SOUTH FLORIDA WATER MANAGEMENT DISTI$[' A 2 AGREEMENT F� THE-SOUTH FLORIDA WATER MANAGEMENT This number must appear on all Invoices and Correspondence DISTRICT (hereinafter referred to as DISTRICT) HEREBY ENTERS INTO THIS AGREEMENT WITH: Contract 4600002607 PO 950000 Name: COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS SBE PARTICIPATION: NA Address: 3339 Tamiami Trail East, Suite 304 Naples, FL 34112 -5361 =.� Project Manager: Rhonda J. Watkins . Telephone No: 239/ 252 -2502 Email: RhondaWatkins @colliergov.net ,.* . Hereinafter referred to as: COUNTY _ PROJECT TITLE: COLLECTION OF SURFACE WATER QUALITY SAMPLES IN COLLIER COUNTY The following Exhibits are attached hereto and made a part of this AGREEMENT: Exhibit "A" - Special Provisions Exhibit "H" - Not Applicable Exhibit "B" - General Terms and Conditions Exhibit "I" - Not Applicable Exhibit "C" - Statement of Work Exhibit "J" - Not Applicable Exhibit "D" - Payment and Deliverable Schedule Exhibit "K" - Not Applicable Exhibit "E" - Not Applicable Exhibit "L" - Not Applicable Exhibit "F" - Not Applicable Exhibit "M" - Not Applicable Exhibit "G" - Not Applicable TOTAL AGREEMENT AMOUNT $240,000.00 AGREEMENT TYPE: Not- to-Exceed Multi -Year Funding (If Applicable) Fiscal Year: Oct. 1, 2012 - Sept. 30, 2013 $80,000* Fiscal Year: Fiscal Year: Oct. I, 2013 — Sept. 30, 2014 $80,000* Fiscal Year: Fiscal Year: Oct. I, 2014 — Sept. 30, 2015 $80,000* Fiscal Year: *Subject to District Governing Board Annual Budget Approval AGREEMENT TERM: Three 3 Years EFFECTIVE DATE: October 1 2012 District Project Manager: Kim A. Hanes District Contract Specialist: Donna Lavery Telephone No: (561) 753 -2400 x4749 Telephone No: (561) 682 -6420 Email: khanes sfwmd. ov Email: dlavery@sfwmd.gov SUBMIT INVOICES AND NOTICES TO THE DISTRICT AT: SUBMIT NOTICES TO THE COUNTY AT: South Florida Water Management District COLLIER COUNTY BOARD OF COUNTY Attention: Procurement Bureau - Notices COMMISSIONERS 3301 Gun Club Road 3339 Tamiami Trail East, Suite 304 West Palm Beach, Florida 33406 Naples, FL 34112 -5361 Attention: Accounts Payable - Invoices Attention: Rhonda J. Watkins P.O. Box 24682 West Palm Beach, FL 334164682 IN WITNESS WHEREOF, the authorized representative hereby executes this AGREEMENT on this date, and accepts all Terms and Conditions under which it is issued. COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS SOUTH FLORIDA WATER MANAGEMENT DISTRICT BY ITS GOVERNING BOARD Accepted By: W . Accepted By: Signature of Authorized Representati a Dorothy A. Bradshaw, Procurement Bureau Chief Date: Title: Fred W. Coyle, Chairman SFWMD FFICE Of COUNSEL APPROVED Date: By: ,S Date: SFWMD(�R UREMENT APPROVED 7�J ' r, By: `J Date: 8.3 0 / Id ATTEST: DWIGHT E. By: ✓ _ '�;;; 6/24/11 r1'4Z� -L Apply® t-d form & legal Sufficiency t 1N N11Y �, 4-4- 16 A2 EXHIBIT "A" SPECIAL PROVISIONS The purpose of this Exhibit "A" is to delineate any and all changes, deletions and/or additions to the Exhibit "B" General Terms & Conditions. >n the event of any conflict between this Exhibit "A" and any other provision specified in this Contract, this Exhibit "A" shall take precedence. 1. Article 6.2 is hereby deleted and restated as follows: "Either party may terminate this AGRFEMENT with or without cause at any time for convenience upon thirty (30) calendar days prior written notice to the other party. Any such termination shall be effected by delivery to the other party of a. Notice of Termir_ation specifying the extent to which performance of work under the AGREEMENT is terminated, and the date upon which such termination becomes effective." "In the evert of termination for convenience, the DISTRICT shall compensate the COUNTY for all authorized and accepted deliverables completed through the date of termination in accordance with Exhibit "C ", Statement of Work. The DISTRICT shall be relieved of any and all future obligations hereunder, i tc;luding but not limited to lost profits and consequential damages, under this AGREEMENT. The DISTRICT may withhold all payments to the COUNTY for such work until such time as the DISTRICT determines the exact amount due to the COUNTY." SFWMD oFFTCE ofSEL APPROVED By: Date: SFWMD PROCUREWNT APPROVED By 001ric. Date: Page 1 of 1, Exhibit "A ", Contract No. 4600002607 SOUTH FLORIDA WATER MANAGEMENT DISTRICT 16 A2 0 EXHIBIT "B" GENERAL TERMS AND CONDITIONS ARTICLE 1- STATEMENT OF WORK 1.1 The COUNTY shall, to the satisfaction of the DISTRICT, fully and timely perform all work items described in the "Statement of'JVork," attached hereto as Exhibit "C" and made a part of this AGREEMENT. 1.2 As part of the services to be provided by the COUNTY under this AGREEMENT, the COUNTY shall substantiate, in whatever forum reasonably requested by the DISTRICT, the methodology, lab analytical examinations, scientific theories, data, reference materials, and research notes. The COUNTY shall also be required to substantiate any and all work completed, including but not limited to, work completed by subcontractors, assistants, models, concepts, analytical theories, computer programs and conclusions utilized as the basis for the final work product required by the AGREEMENT. This paragraph shall survive the expiration or termination of this AGREEMENT. 1.3 The parties agree that time is of the essence in the performance of each and every obligation under this AGREEMENT. 1.4 In the event COUNTY employees or hired workers are authorized by Exhibit "C" to perform services on -site at DISTRICT facilities, the COUNTY hereby agrees to be bound by all applicable DISTRICT policies and standards of conduct listed in Attachment 1, "Contractor Policy Code Acknowledgement" to Exhibit "C" and shall require each individual performing such on -site work to execute the Attachment 1 form. It is the COUNTY's responsibility to advise its employees or hired workers of the nature of the project, as described in Exhibit "C ". The COUNTY shall determine the method, details and means of performing the services, within the parameters established by Exhibit "C ". The DISTRICT shall provide additional guidance and instructions to COUNTY's employees or hired workers where necessary or appropriate as determined by the DISTRICT. ARTICLE 2 - COMPENSATION/ CONSIDERATION 2.1 The total consideration for all work required by the DISTRICT pursuant to this AGREEMENT shall not exceed the amount as indicated on the cover /signature page of this AGREEMENT. Such amount includes all expenses which the COUNTY may incur and therefore no additional consideration shall be authorized. 2.2 Notwithstanding the foregoing, the amount expended under this AGREEMENT shall be paid in accordance with, and subject to the multi -year funding allocations for each DISTRICT fiscal year indicated on the cover /signature page of this AGREEMENT. Funding for each applicable fiscal year of this AGREEMENT is subject to DISTRICT Governing Board budgetary appropriation. In the event the DISTRICT does not approve funding for any subsequent fiscal year, this AGREEMENT shall terminate upon expenditure of the current funding, notwithstanding other provisions in this AGREEMENT to the contrary. The DISTRICT will notify the COUNTY in writing after the adoption of the final DISTRICT budget for each subsequent fiscal year if fimding is not approved for this ACREEMENT. 2.3 The COUNTY assumes sole responsibility for all work which is performed pursuant to the Statement of Work, Exhibit "C ". By providing funding hereunder, the DISTRICT does not make any warranty, guaranty, or any representation whatsoever regarding the correctness, accuracy, or reliability of any of the work performed hereunder. 2.4 The COUNTY by executing this AGREEMENT, certifies to truth -in- negotiation, specivcaliy, that wage rates and other factual unit costs supporting the consideration are accurate, complete, and current at the time of contracting. The COUNTY agrees that the DISTRICT may adjust the consideration for this AGREEMENT to exclude any significant sums by which the consideration was increased due to inaccurate, incomplete, or non - current wage rates and other factual unit costs. The DISTRICT shall make any such adjustment within one (1) year following the expiration or termination of this AGREEMENT. ARTICLE 3 - INVOICING AND PROMPT PAYMENT 3.1 The COUNTY's Invoices shall reerence the DISTRICT's Contract Number and shall be sent to the DISTRICT's address specified on the cover /signature page of this AGREEMENT. The COUNTY shall not submit invoices to any other address at the DISTRICT. 3.2 The COUNTY shall submit the invoices on a completion of deliverable basis, pursuant to the schedule outlined in the Payment and Deliverable Schedule, attached hereto as Exhibit "D" and made a Page 1 of 9, Exhibit "B" Contract File: \county.doc 12/14/11 VV SOUTH FLORIDA WATER MANAGEMENT DISTRICT 16 A2 EXHIBIT "B" GENERAL TERMS AND CONDITIONS part of this AGREEMENT. In the event the schedule does not specify payment on a compietion of deliverable basis, all invoices shall be substantiated by adequate supporting documentation to justify hours expended and expenses incurred within the rot -to- exceed budget, including but not limited to, copies of approved timesh:eets, payment vouchers, expense reports (including approved travel costs, if applicable), receipts and subcontractor invoices. Any authorized travel shall be reimbursed in accordance with Chapter 112, Florida Statutes. 3.3 It is the policy of the DISTRICT that payment for all goods and services shall be made in a timely manner. In accordance with Florida Statutes, Section 218.70, Florida Prompt Payment Act, a "proper" invoice is defined as an invoice that conforms to all statutory requirements and all DISTRICT requirements as specified in the AGREEMENT for invoice submission. The time at which payment shall be due from the DISTRICT shall be forty-five (45) days from receipt of a proper invoice and acceptance of services and/or deliverables, based on compliance with the statutory requirements set forth in Section 218.70, F.S. and upon satisfaction of the DISTRICT conditions as detailed in the AGREEMENT. Failure of the COUNTY to follow the instructions set forth in the AGREEMENT regarding a proper invoice and acceptable services and/or deliverables may result in an unavoidable delay in payment by the DISTRICT. Any disputes regarding invoice payments which cannot be resolved by the appropriate department of the DISTRICT shall be concluded by final written decision of Procurement Bureau Chief not later than sixty (60) days after the date on which the proper invoice was received by the DISTRICT. 3.4 Unless otherwise stated herein, the DISTRICT shall not pay for any obligation or expenditure made by the COUNTY prior to the commencement date of this AGREEMENT. ARTICLE 4 - PROJECT MANAGEMENT/ NOTICE 4.1 The parties shall direct all technical matters arising in connection with the performance of this AGREEMENT, other than invoices and notices, to the attention of the respective Project Managers specified on the cover /signature page of the AGREEMENT for attempted resolution or action. The Project Managers shall be responsible for overall coordination and oversight relating to the performance of this AGREEMENT. The COUNTY shall direct all administrative matters, including invoices and notices, to the attention of the DISTRICT's Contract Specialist specified on the cover /signature page of the AGREE1111ENT. All formal notices between the parties under this AGREEMENT shall be in writing and shall be deemed received if sent by certified mail, return receipt requested, to the respective addresses specified on the cover /signature page of the AGREEMENT. The COUNTY shall also provide a copy of all notices to the DISTRICT's Project Manager. All notices required by this AGREEMENT shall be considered delivered upon receipt. Should either party change its address, written notice of such new address shall promptly be sent to the other party. All correspondence to the DISTRICT under this AGREEMENT shall reference the DISTRICT's Contract Number specified on the cover /signature page of the AGREEMENT. ARTICLE 5 - INSURANCE 5.1. The COUNTY assumes any and all risks of personal injury, bodily injury and property damage attributable to the negligent acts or omissions of the COUNTY and the officers, employees, servants, and agents thereof. The COUNTY warrants and represents that it is self-funded for Worker's compensation and liability insurance, covering at a minimum bodily injury, personal injury and property damage with protection being applicable to the COUNTY's officers, employees, servants and agents while acting within the scope of their employment during performance under this AGREEMENT. The COUNTY and the DISTRICT further agree that nothing contained herein shall be construed or interpreted as (1) denying to either party any remedy or defense available to such party under the laws of the State of Florida; (2) the consent of the State of Florida or its agents and agencies to be sued; or (3) a waiver of sovereign immunity of the State of Florida beyond the waiver provided in Section 768.28, Florida Statutes. 5.2 In the event the COUNTY subcontracts any part or all of the work hereunder to any third party, the COUNTY shall require each and every subcontractor to identify the DISTRICT as an additional insured on all insurance policies as required by the COUNTY. Any contract awarded by the COUNTY for work Page 2 of 9, Exhibit "B" Contract File: \county.doc 12/14/11 SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENERAL TERMS AND CONDITIONS under this AGREEMENT shall include a provision whereby the COUNTY's subcontractor agrees to indemnify, and pay on behalf, and hold the DISTRICT harmless from all damages arising in connection with the COUNTY's subcontract. ARTICLE G - TERN INATION/REMEDIES 6.1 It is the policy of the DISTRICT to encourage good business practices by requiring contractors to materially perform in accordance with the terms and conditions of the DISTRICT AGREEMENT. In accordance with DISTRICT Rule 40E -7, Part II, F.A.C., "material breach" is defined as any substantial, unexcused non - performance by failing to perform an act that is an important part of the transaction or performing an act inconsistent with the terms and conditions of the AGREEMENT. If the COUNTY materially fails to fulfill its obligations under this AGREEMENT, the DISTRICT will provide written notice of the deficiency by forwarding a Cure Notice citing the specific nature of time material breach. The COUNTY shall have thirty (30) days to cure the breach. If the COUNTY fails to cure the breach within the thirty (30) day period, the DISTRICT shall issue a Termination for Default Notice. Once the DISTRICT has notified the COUNTY that it has materially breached its contract with the DISTRICT, by sending a Termination for Default Notice, the DISTRICT's Governing Board shall determine whether the COUNTY should be suspended from doing future work with the DISTRICT, and if so, for what period of time. The DISTRICT's Governing Board will consider the factors detailed in Rule 40E -7, Part II, F.A.C. in making a determination as to whether a COUNTY should be suspended, and if so, for what period of time. Should the DISTRICT terminate for default in accordance with this provision, the DISTRICT shall be entitled to recover reprocurement costs in addition to all other remedies under law and/or equity. 6.2 The DISTRICT may terminate this AGREEMENT with or without cause at any time for convenience upon thirty (30) calendar days prior written notice to the COUNTY. The performance of work under this AGREEMENT may be terminated by the DISTRICT in accordance with this clause in whole, or from time to time in part, whenever the DISTRICT shall determine that such termination is in the best interest of the DISTRICT. Any such termination shall be effected by delivery to the COUNTY of a Notice of Termination specifying the extent to which performance of work under the AGREEMENT is terminated, and the date upon which such termination becomes effective. In the event of termination for convenience, the DISTRICT shall compensate the COUNTY for all authonzed and accepted deliverables completed through the date of termination hi accordance with Exhibit "C ", Statement of Work The DISTRICT shall be relieved of any and all future obligations hereunder, including but not limited to lost profits and consequential damages, under this AGREEMENT. The DISTRICT may withhold all payments to the COUNTY for such work until such time as the DISTRICT determines the exact amount due to the COUNTY. 6.3 In the event a dispute arises which the project managers cannot resolve between themselves, the parties shall have the option to submit to non - binding mediation. The mediator or mediators shall be impartial, shall be selected by the parties, and the cost of the mediation shall be bome equally by the parties. The mediation process shall be confidential to the extent permitted by law. 6.4 The DISTRICT may order that all or part of the work stop if circumstances dictate that this action is in the DISTRICT's best interest. Such circumstances may include, but are not limited to, unexpected technical developments, direction given by the DISTRICT's Governing Board, a condition of immediate danger to DISTRICT employees, or the possibility of damage to equipment or property. This provision shall not shift responsibility for loss or damage, including but not limited to, lost profits or consequential damages sustained as a result of such delay, from the COUNTY to the DISTRICT. If this provision is invoked, the DISTRICT shall notify the COUNTY in writing to stop work as of a certain date and specify the reasons for the action, which shall not be arbitrary or capricious. The COUNTY shall then be obligated to suspend all work efforts as of the effective date of the notice and until fiuther written direction from the DISTRICT is received. Upon resumption of work, if deemed appropriate by the DISTRICT, the DISTRICT shall initiate an amendment to this AGREEMENT to reflect any changes to Exhibit "C ", Statement of Work and/or the project schedule. 6.5 The DISTRICT anticipates a total project cost as indicated on the cover /signature page, with the balance of matching funds and/or in -kind services to be obtained from the COUNTY in the amount as specified on the cover /signature page of this AGREEMENT. In the event such COUNTY matching funding and/or in -kind Page 3 of 9, Exhibit "B" . Contract File: \county.doc 12/14/11 16Ar �7, SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT ► ►B►► GENERAL TERMS AND CONDITIONS services becomes unavailable, that shall be good and sufl'icieni cause for the DISTRICT to terminate the AGREEMENT pursuant to Paragraph 62 above. ARTICLE 7 - RECORDS RETENTION/ OWNERSHIP 7.1 The COUNTY shall maintain records and the DISTRICT shall have inspection and audit rights as follows: A. Maintenance of Records: The COUNTY shall maintain all financial and non - financial records and reports directly or indirectly related to the negotiation or performance of this AGREEMENT including supporting documentation for any service rates, expenses, research or reports. Such records shall be maintained and made available for inspection for a period of five years from completing performance and receiving final payment under this AGREEMENT. B. Examination of Records: The DISTRICT or its designated agent shall have the right to examine in accordance with generally accepted goveirmental auditing standards all records directly or indirectly related to this AGREEMENT. Such examination may be made only within five years from the date of final payment under this AGREEMENT and upon reasonable notice, time and place. C. Extended Availability of Records for Legal Disputes: In the event that the DISTRICT should become involved in a legal dispute with a third party arising from performance under this AGREEMENT, the COUNTY shall extend the period of maintenance for all records relating to the AGREEMENT until the final disposition of the legal dispute, and all such records shall be made readily available to the DISTRICT. 7.2 The DISTRICT shall retain exclusive title, copyright and other proprietary rights in all work items, including but not limited to, all documents, technical reports, research notes, scientific data, computer programs, including the source and object code, which are developed, created or otherwise originated hereunder by the COUNTY, its subcontractor(s), assign(s), agent(s) and/or successor(s) as required by the Exhibit "C ", Statement of Work (the "Work "). In consideration for the DISTRICT entering into this AGREEMENT, and other good and valuable consideration the sufficiency and receipt in full of which is hereby acknowledged by the COUNTY, the COUNTY hereby assigns, transfers, sells and otherwise grants to the DISTRICT any and all rights it 16A2 now has or may have in the Work (the "Grant "). This Grant shall be self- operative upon execution by the parties hereto, however the COUNTY agrees to execute and deliver to the DISTRICT any further assignments or other instruments necessary to evidence the Grant, without the payment of any additional consideration by the DISTRICT. The COUNTY may not disclose, use, license or sell any work developed, created, or otherwise originated hereunder to any third party whatsoever. This paragraph shall survive the temunation or expiration of this AGREEMENT. 7.3 The COUNTY represents and warrants that proprietary software, if any, to be provided to the DISTRICT by the COUNTY hereunder, as specifically identified in Exhibit "C ", Statement of Work shall have been developed solely by or for the COUNTY, or lawfully acquired under license from a third parry, including the right to sublicense such software. The COUNTY shall include copyright or proprietary legends in the software and on the label of the medium used to transmit the software. The COUNTY shall grant to the DISTRICT a perpetual_, non - transferable, non- exclusive right to use the identified software without an additional fee. The DISTRICT acknowledges that title to the software identified in Exhibit "C" shall remain with the Licensor. 7.4 Any equipment purchased by the COUNTY with DISTRICT funding under this AGREEMENT shall be returned and title transferred from the COUNTY to the DISTRICT immediately upon termination or expiration of this AGREEMENT upon the written request of the DISTRICT not less than thirty (30) days prior to AGREEMENT expiration or termination. Equipment is hereby defined as any non- consumable items purchased by the DISTRICT with a value equal to or greater than $1,000.00 and with a normal expected life of one (1) year or more. The COUNTY will maintain any such equipment in good working condition while in its possession and will return the equipment to the DISTRICT in good condition, less normal wear and tear. The COUNTY will use its best efforts to safeguard the equipment throughout the period of performance of this AGREEMENT. However the DISTRICT will not hold the COUNTY liable for loss or damage due to causes beyond the COUNTY's reasonable control. In the event of loss or damage, the COUNTY shall notify the DISTRICT in writing within five (5) working days of such occurrence. Page 4 of 9, Exhibit "B" Contract File: \county.doc 12/14/11 SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENERAL TERMS AND CONDITIONS 7.5 The DISTRICT has acquired the right to use certain software under license from third parties. For purposes of this AGREEMENT, the DISTRICT may permit the COUNTY access to certain third party owned software on DISTRICT computer systems. The COUNTY acknowledges the proprietary nature of such software and agrees not to reproduce, distribute or disclose such software to any third party. Use of or access to such software shall be restricted to designated DISTRICT owned systems or equipment. Removal of any copy of licensed software is prohibited. ARTICLE 8 - STANDARDS OF COMPLIANCE 8.1 The COUNTY, its employees, subcontractors or assigns, shall comply with all applicable federal, state, and local laws and regulations relating to the performance of this AGREEMENT. The DISTRICT undertakes no duty to ensure such compliance, but will attempt to advise the COUNTY, upon request, as to any such laws of which it has present knowledge. 82 T he COUNTY hereby assures that no person shall be discriminated against on the grounds of race, color, creed, national origin, handicap, age, or sex, in any activity under this AGREEMENT. The COUNTY shall take all measures necessary to effectuate these assurances. 8.3 The laws of the State of Florida shall govern all aspects of this AGREEMENT. In the event it is necessary for either party to initiate legal action regarding this AGREEMENT, venue shall be in the Fifteenth Judicial Circuit for claims under state law and in the Southern District of Florida for any claims which are justiciable in federal court. 8.4 The COUNTY, by its execution of this AGREEMENT, acknowledges and attests that neither it nor any of its suppliers, subcontractors, or consultants who shall perform work which is intended to benefit the DISTRICT is a convicted vendor or has been placed on the discriminatory vendor list. If the COUNTY or any affiliate of the COUNTY has been convicted of a public entity crime or has been placed on the discriminatory vendor list, a period longer than 36 months has passed since that person was placed on the convicted vendor or discriminatory vendor list. The COUNTY further understands and accepts that this AGREEMENT shall be either void by the DISTRICT or subject to immediate termination by the DISTRICT, in the event there is any misrepresentation or lack of compliance with the mandates of Section 287.133 or Section 287.134, respectively, Florida Statutes. The DISTRICT, in the event of such termination, shall not incur any liability to the COUNTY for any work or materials furnished. 8.5 The COUNTY, by its execution of this AGREEMENT, acknowledges and attests that neither it nor any of its suppliers, subcontractors, or consultants who shall perform work which is intended to benefit the DISTRICT is included on the list of Specially Designated Nationals and Blocked Persons (SDN List) which is administered by the U.S. Department of Treasury, Office of Foreign Assets Control. The COUNTY farther understands and accepts that this AGREEMENT shall be either void by the DISTRICT or subject to immediate termination by the DISTRICT, in the event there is any misrepresentation. The DISTRICT, in the event of such termination, shall not incur any liability to the COUNTY for any work or materials furnished. 8.6 The COUNTY shall be responsible and liable for the payment of all of its FICA/Social Security and other applicable taxes resulting from this AGREEMENT. 8.7 The COUNTY warrants that it has not employed or retained any person, other than a bona fide employee working solely for the COUNTY, to solicit or secure this AGREEMENT. Further the COUNTY warrants that is has not paid or agreed to pay any person, other than a bona fide employee working solely for the COUNTY, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the awarding or making of this AGREEMENT. For breach of this provision, the DISTRICT may terminate this AGREEMENT without liability and, at its discretion, deduct or otherwise recover the full amount of such fee, commission, percentage, gift, or other consideration. 8.8 The COUNTY shall allow public access to all project documents and materials in accordance with the provisions of Chapter 119, Florida Statutes. Should the COUNTY assert any exemptions to the requirements of Chapter 119 and related Statutes, the burden of establishing such exemption, by way of injunctive or other relief as provided by law, shall be upon the COUNTY. 8.8.1 Pursuant to Sections 119.07(3)(o), and 1004.32 Florida Statutes, data processing software obtained by an agency under a license AGREEMENT which prohibits its disclosure and which software is a trade secret, as defined in Sections 812.081(c), Florida Statutes is exempt from the disclosure provisions of the Public Records law. However, the parties hereto agree Page 5 of 9, Exhibit "B" Contract File: \county.doc 12/14/11 16 A �S SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENERAL TERMS AND CONDITIONS that if a request is made of the DISTRICT, pursuant to Chapter 119, Florida Statute, for public disclosure of proprietary property being licensed to the COUNTY (Licensee) hereunder, the DISTRICT shall advise the COUNTY (Licensee) of such request and, as between the DISTRICT and the COUNTY (Licensee), it shalt be the COUNTY's (Licensee's) sole burden and responsibility to immediately seek and obtain such injunctive or other relief from the Courts and to immediately serve notice of the same upon the Licensor to protect the Licensor's claimed exemption under the Statute. 8.9 The COUNTY shall make reasonable efforts to obtain any necessary federal, state, local, and other governmental approvals, as well as all necessary private authorizations and permits, prior to the commencement of performance of this AGREEMENT. A delay in obtaining permits shall not give rise to a claim by the COUNTY for additional compensation. If the COUNTY is unable to obtain all necessary permits in a timely manner, either party may elect to terminate this AGREEMENT, each party to bear its ovrn costs, notwithstanding other provisions of this AGREEMENT to the contrary. 8.10 Pursuant to Section 216.347, F.S., the COUNTY is prohibited from the expenditure of any funds under this AGREEMENT to lobby the Legislature, the judicial branch or another state agency. 8.11 The DISTRICT is a governmental entity responsible for performing a public service and therefore has a legitimate interest in promoting the goals and objectives of the agency. The work under this AGREEMENT involves a project consistent with these goals and objectives. Consequently, the DISTRICT is desirous of satisfactorily completing and successfully promoting this project with the cooperation of its COUNTY. Therefore, the COUNTY assures the DISTRICT that the COUNTY, its employees, subcontractors and assigns will refrain from acting adverse to the DISTRICT'S legitimate interest in promoting the goals and objectives of this project. The COUNTY agrees to take all reasonable measures necessary to effectuate these assurances. In the event the COUNTY determines it is unable to meet or promote the goals and objectives of the project, it shall have the duty to immediately notify the DISTRICT. Upon such notification the DISTRICT, in its discretion, may terminate this AGREEMENT. ARTICLE 9 - RELATIONSHIP BETWEEN THE PARTIES 16A2 9.1 The COUNTY shall be considered an independent contractor and neither party shall be considered an employee or agent of the other party. Nothing in this AGREEMENT shall be interpreted to establish any relationship other than that of independent contractor between the parties and their respective employees, agents, subcontractors, or assigns during or after the performance on this AGREEMENT. Both parties are free to enter into contracts with other parties for similar services. 9.2 In the event that the COUNTY is providing staff who will be working on -site at DISTRICT facilities, it is further understood that the COUNTY shall be the employer of the staff provided pursuant to the AGREEMENT for all purposes under state and federal law and that the COUNTY's staff shall not be eligible for any benefit programs the DISTRICT offers to its employees. All benefits available to the COUNTY's staff shall be exclusively provided by the COUNTY or by the COUNTY's employee. The COUNTY is solely responsible for compliance with all labor and tax laws pertaining to officers, agents and COUNTY employees and shall indemnify and hold the DISTRICT harmless from any failure by the COUNTY to comply with such laws. The COUNTY's duties with respect to such personnel shall includc, but are not limited to, the following: 9.2.1 Billing, collection, payroll services and tax withholding, and any other related services 9.2.2 Providing insurance coverage pursuant to Article 5 of this AGREEMENT. 9.2.3 Providing any and all employment benefits, including, but not limited to, annual leave, sick leave, paid holidays, health insurance, retirement benefits and disability insurance. 92.4 Complying with the Fair Labor Standards Act, 29 U.S.C. 201, et.seq., including payment of overtime in accordance with the Act. 9.2.5 Providing employee training for all activities necessary for job performance, except those functions that are unique to the DISTRICT, in which event, the DISTRICT, in its sole judgment and discretion, may provide training. 9.3 It is the intent and understanding of the Parties that this AGREEMENT is solely for the benefit of the COUNTY and the DISTRICT. No person or entity Page 6 of 9, Exhibit "B" Contract File: \county.doc 12/14/11 SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENERAL TERMS AND CONDITIONS other than the COUNTY or the DISTRICT shall have any rights or privileges under this AGREEMENT in any capacity whatsoever, either as third -party beneficiary or otherwise. 9.4 'the COUNTY shall not assign, delegate, or otherwise transfer its nights and obligations as set forth in this AGREEMENT without the prior written consent of the DISTRICT. Any attempted assignment in violation of this provision shall be void. 9.5 The COUNTY shall not pledge the DISTRICT'S credit or make the DISTRICT a guarantor of payment or surety for any AGREEMENT, debt, obligation, judgement, lien, or any form of indebtedness. 9.5 The DISTRICT assumcs no duty with regard to the supervision of the COUNTY and the COUNTY shall remain solely responsible for compliance with all safety requirements and for the safety of all persons and property at the site of AGREEMENT performance. 9.7 The COUNTY shall be responsible for verifying empioyee authorization to work in the U.S. and certifying that a good faith effort has been made to properly identify employees by timely reviewing and completing appropriate documentation, including but not limited to the Department of Homeland Security, U.S. Citizenship and Immigration Services Form I -9. In the event the amount of this AGREEMENT exceeds $150,000 and for all persons hired by COUNTY to work in the State of Florida for a period that is equal to or exceeds 120 days, the COUNTY shall use the United States Department of Homeland Security's E -Verify system ( "B- Verify ") to verify employment eligibility. Additionally, if COUNTY uses subcontractors to perform any portion of the Work under this AGREEMENT valued in excess of $3,000, COUNTY must include a requirement in the subcontractor's contract that the subcontractor use E- Verify to verify the employment eligibility of all persons hired by subcontractor to perform any such portion of the Work. Within 30 days of this AGREEMENT's Effective Date, COUNTY must provide the DISTRICT with evidence that COUNTY is enrolled in the E -Verify system. Answers to questions regarding E -Verify as well as instructions on enrollment may be found at the E -Verify website: www.uscis. eov'e- „erify. Written verification shall be kept by the COUNTY and made available for inspection on demand by the DISTRICT. The hourly rate of pay for each employee shall comply with State law and industry standards for similar work performed under the AGREEMENT. The COUNTY shall maintain records verifying the rate of pay for each employee working on this AGREEMENT and make such records available for inspection on demand by the DISTRICT. Failure to fully comply with these provisions shall be a material breach of the AGREEMENT and cause for termination of the AGREEMENT. ARTICLE 10 - SBE PARTICIPATION 10.1 The COUNTY hereby acknowledges that no Small Business Enterprises (SBE) participation level has been established for this AGREEMENT; however, both parties agree to provide the other advance notice of competitive contracts that may result from this AGREEMENT along with timelines for public notice and award of such contracts. In the event subsequent competitive contract awards do result in SBE participation, such participation shall be reported to the other parry. Both the COUNTY and tine DISTRICT will ensure compliance with the provisions of their respective program, laws, ordinances and policies and will support the other's initiatives to the extent allowed by law. ARTICLE 11- GENERAL PROVISIONS 11.1 Notwithstanding any provisions of this AGREEMENT to the contrary, the parties shall not be held liable for any failure or delay in the performance of this AGREEMENT that arises from fires, floods, strikes, embargoes, acts of the public enemy, unusually severe weather, outbreak of war, restraint of Government, riots, civil commotion, force majeure, act of God, or for any other cause of the same character which is unavoidable through the exercise of due care and beyond the control of the parties. Failure to perform shall be excused during the continuance of such circumstances, but this AGREEMENT shall otherwise remain in effect. This provision shall not apply if the "Statement of Work” of this AGREEMENT specifies that performance by COUNTY is specifically required during the occurrence of any of the events herein mentioned. 11.2 Any inconsistency in this AGREEMENT shall be resolved by giving precedence in the following order: (a) Exhibit "A" Special Provisions, if applicable (b) Exhibit `B" General Terms and Conditions (c) Exhibit "C" Statement of Work Page 7 of 9, Exhibit "B" Contract File: \county.doc 12/14/11 16A f � SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENERAL TERMS AND CONDITIONS (d) all other exlubits, attachments and documents specifically incorporated herein by reference 11.3 Failures or waivers to insist on strict performance of any covenant, condition, or provision of this AGREEMENT by the parties, their successors and assigns shall not be deemed a waiver of any of its rights or remedies, nor shall it relieve the other party from performing any subsequent obligations strictly in accordance with the terms of this AGREEMENT. No waiver shall be effective unless in writing and signed by the parry against whom enforcement is sought. Such waiver shall be limited to provisions of this AGREEMENT specifically referred to therein and shall not be deemed a waiver of any other provision. No waiver shall constitute a continuing waiver unless the writing states otherwise. 11.4 Should any term or provision of this AGREEMENT be held, to any extent, invalid or unenforceable, as against any person, entity or circumstance during the term hereof, by force of any statute, law, or ruling of any forum of competent jurisdiction, such invalidity shat not affect any other term or provision of this AGREEMENT, to the extent that the AGREEMENT shall remain operable, enforceable and in full force and effect to the extent permitted by law. 11.5 This AGREEMENT may be amended only with the written approval of the parties hereto. 11.6 This AGREEMENT states the entire under- standing and AGREEMENT between the parties and supersedes any and all written or oral representations, statements, negotiations, or contracts previously existing between the parties with respect to the subject matter of this AGREEMENT. The COUNTY recognizes that any representations, statements or negotiations made by DISTRICT staff do not suffice to legally bind the DISTRICT in a contractual relationship unless they have been reduced to writing and signed by an authorized DISTRICT representative. This AGREEMENT shall inure to the benefit of and shall be binding upon the parties, their respective assigns, and successors in interest. ARTICLE 12 — SAFETY REQUIREMENTS 12.1 The COUNTY shall require appropriate personal protective equipment in all operations where there is exposure to hazardous conditions. 12.2 The COUNTY shall instruct employees required to handle or use toxic materials or other harmful substances regarding their safe handling and use, including instruction on the potential hazards, personal hygiene and required personal protective measures. A Material Safety Data Sheet (MSDS) shall be provided by the COUNTY to the DISTRICT on each chemical product used. 12.3 The COUNTY shall comply with the standards and regulations set forth by the Occupational Safety and Health Administration (OSHA), the Florida Department of Labor and Employment Security and all other appropriate federal, state, local or DISTRICT safety and health standards. 12.4 It is the COUNTY's sole duty to provide safe and healthful working conditions to its employees and those of the DISTRICT on and about the site of AGREE1V EN'r performance. 12.5 The COUNTY shall initiate and maintain an accident prevention program which shall include, but shall not be limited to, establishing and supervising programs for the education and training of employees in the recognition, avoidance, and prevention of unsafe conditions and acts. 12.6 The COUNTY shall erect and maintain, as required by existing conditions and performance of the AGREEMENT, reasonable safeguards for safety and protection, including posting of danger signs and other warnings, against hazards. 12.7 The COUNTY shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury, or loss to: 12.7.1 employees on the work and other persons who may be affected thereby; including pedestrians, visitors, or traveling public; 12.7.2 the work, materials, and equipment to be incorporated therein; whether in storage on or off the site, under care, custody or control of the COUNTY, or the COUNTY's subcontractors; and 12.7.3 other properties at the site or adjacent thereto; such as trees, shrubs, lawns, walks, utilities, pavement, roadways, structures, building, vehicles, and equipment not designated for removal, relocation or replacement in the course of work. 12.8 The COUNTY shall provide fast aid services and medical care to its employees. Page 8 of 9, Exhibit "B" Contract File: \county.doc 12/14/11 16A2 SOUTH FLORIDA WATER MANAGEMENT DISTRICT 16 A2 0 EXHIBIT 111311 GENERAL TERMS AND CONDITIONS 12.9 The COUNTY shall develop and maintain an effective fire protection and prevention procedures and good housekeeping practices on the work site throughout the AGREEMENT. 12.1 U Emergencies: In emergency affecting safety of persons or property on or about the site or as a result of the work; the COUNTY shall act, timely and with due diligence, to prevent threatened damage, injury, or loss. 12.11 Environmental: When the COUNTY, COUNTY's contractors, or subcontractors, use petroleum products, hazardous chemicals, or any other chemicals used on or about the site, the COUNTY shall be responsible for handling these chemical constituents in accordance with federal. state and local regulation-, dwing the terms of the AGREEMENT. For accidental discharges or releases onto the floor, air, ground, surface waters, ground waters, it shall be the COUNTY's sole responsibility to respond immediately to clean the site, at his expense, to the complete satisfaction of federal, state, local regulatory agencies and to the DISTRICT requirements. 12.12 The DISTRICT may order the COUNTY to halt operations under the AGREEMENT, at the COUNTY's expense, if a condition of immediate danger to the public and/or DISTRICT employees, equipment, or property exist. This provision shall not shift the responsibility or risk of loss for injuries or damage sustained from the COUNTY to the DISTRICT; and the COUNTY shall remain solely responsible for compliance with all federal, state and local safety requirements, provisions of this section, and safety of all persons and property on or about the site. Page 9 of 9, Exhibit "B" Contract File: \county.doc 12/14/11 16 A2 EXHIBIT "C" STATEMENT OF WORK COLLECTION OF SURFACE WATER QUALITY SAMPLES IN COLLIER COUNTY 1.0 INTRODUCTION AND BACKGROUND This Cooperative Agreement between the South Florida Water Management District (District) and Collier County Pollution Control (County) details the monthly collection of thirty-one (3 1) surface water quality monitoring sites within Collier County and the Big Cypress Basin. This monitoring program provides data for the development of water management strategies within the Big Cypress Basin watershed and adjacent estuarine /coastal waters of Collier County. The monitoring initiatives detailed in this Statement of Work (SOW) continues the District's commitment to a unified sampling program developed in 1989 to provide data to address southwest Florida's surface water quality issues. This cooperative program has established a substantial period of record that serves as a baseline to evaluate estuarine restoration efforts as well as to identify potential impacts on this valuable resource from upstream surface water management activities (e.g. Picayune Strand Restoration). 2.0 OBJECTIVE The primary objectives of this Cooperative Agreement are to obtain timely, accurate, verified surface water monitoring data that fulfills District legal mandates, supports operational decisions and utilizes resources in an efficient manner to allow redirection of District staff to other priority projects. In order to fulfill the objectives required by this Agreement, the County shall: a) Assemble and manage staff ensuring capacity to complete all tasks outlined herein; b) Provide all transportation required to access all monitoring stations described herein; C) Provide sampling equipment and supplies required to conduct monitoring; d) Perform field collections in compliance with the District's most current Field Sampling Quality Manual (FSQM) and Florida Department of Environmental Protection (FDEP) field Standard Operating Procedures (SOPs) and; e) Consistently deliver accurate field data, surface water quality samples, and a description of sample collection activities on specified due dates. 3.0 SCOPE OF WORK County staff shall collect surface water in situ physio - chemical data and samples from thirty-one (3 1) stations throughout Collier County. Laboratory analysis will be performed by the District with the exception of samples from the five (5) Lake Trafford sites, which will be analyzed by the County. Station names, descriptions, and coordinates are listed in Table 1 and station locations are depicted in Figures 1 and 2. The required water quality parameters along with sampling frequency are listed in Table 2. Table 3 provides details of the physio - chemical data to be collected at each station. All work performed by the County as a result of this Agreement shall include appropriate quality assurance samples and the collection methodology shall comply with the applicable FDEP SOP's 001 /01, and the District's FSQM. Page 1 of 8, Exhibit "C" to Agreement No. 4600002607 IN COLLIER COUNTY MONITORING STATIONS CORKSCRO Collier County _Y Lee County C N T11 `O (. s 1-75 SC10 AG AREA SC18 1 LEGEND WOM STATION N` CANAL Wes{ �-E V ROAD 1111s "u Miles O 0 5 10 15 Map created by. Danielle Tharin, Scientist 2 r Water Quality Monitoring section, WQB ()�� Figure l: CCWQ Station Locations Page 2 of 8, Exhibit "C" to Agreement No. 4600002607 16A2 Figure 2: Lake Trafford Station Locations Page 3 of 8, Exhibit "C" to Agreement No. 4600002607 6 A 2 16A2 3.1 Communication All communication between the District and the County shall be done through the Field Contract Manager (FCM) unless directed otherwise by the FCM for project specific issues; for example, revision of sample collection dates, change in collection methodology, or change in sample collection location. The role of the FCM is to ensure that communication between the District and the County is frequent, consistent, and documented. This includes gathering and disseminating documentation and deliverables, change control, schedule review, and invoice review and approval to ensure each monitoring project is successful. Table 1: Site Names and GPS Coordinates HEND @951 (Barefoot Williams I Intersection of C951 and Henderson Creek 26.050441 81.699672 BC 10* FakaUnion Canal at intersect of I -75 FAKAUC75 26.153556 81.523236 BC 11 * Merritt Canal at intersect of I -75 26.153510 81.490640 BC 14 Immokalee Rd canal (.& intersection of Palm River Blvd 26.272673 81.778421 BC16 Bridge #84 on US41E 25.887806 81.261722 BC19 Bridge #69 on US41E 25.926484 81.427043 BC2 Just inside the mouth of Rock Creek 26.141314 81.785151 BC22 Gauging station north of intersection US41 and Henderson Creek HENDCRK 26.05826 81.689187 Page 4 of 8, Exhibit "C" to Agreement No. 4600002607 BC25 Bridge east of Oil Well Grade Rd on CR858 in Camp Keais Strand 26.163127 81.479430 BC3 Gordon River ext. at mouth of canal leading to main P.O. 26.163278 81.786504 BC9* Miller Canal at intersect of I -75 26.153170 81.555260 COCAT41 Cocohatchee River @ US41 26.268245 81.801880 COCPALM Bridge at intersection of Palm River Dr & Coconut Palm River 26.027780 81.778060 CORK @846 Bridge at intersect of Corkscrew Canal & CR846 26.277980 81.601020 CORKSCRD Bridge r_d intersect of Corkscrew Rd & canal NE of Corkscrew Marsh trailhead 26.736747 81.371943 ECOCORIV East of WCOCORIV site at amil gate 26.272309 81.783972 FAKA Gauging station north of weir (a� intersection of US4I/Faka Union Canal 25.960507 81.509510 FAKAUPOI Faka Union Canal ( entrance to Port of the Islands marina 25.955940 81.510510 GGCna 858 Bridge ( intersect of Airport Rd. and Golden Gate Canal 26.293320 81.561760 GGCAT31 Bridge rd. intersect of Golden Gate Canal 26.167868 81.767306 HALDCRK Upstream of mail gate (.& intersect of US41 & Haldeman creek 26.123853 81.762414 LELY Bridge (a_ intersect of US41 & Lely Main Canal 26.103982 81.746194 N132 Southern termination of Sandpi )er 26.122368 81.782526 N134 Park na 1 " St. and SR851 26.146258 81.787094 BARRON Barron River Canal and CR837 (Wagon Wheel Rd 25.964445 81.353611 TAMTOM US41 Canal at Tomato Rd and US41 E 26.005705 81.609192 LKTRAF 1 NE corner of Lake Trafford 26.431803 81.487188 LKTRAF3 I Center of Lake Trafford 26.424050 81.493552 Page 4 of 8, Exhibit "C" to Agreement No. 4600002607 lb A2 LKTRAF4 — SW comer of Lake Trafford 26.418362 81.502972 LKTRAFS South side of Lake Trafford 26.410202 81.491942 LKTRAF8 East side of Lake Trafford 26.421557 81.478424 �, ..,...v, ­u u%, I t Will uc ruimmea to me Miller canal, raKa Union Canal and Merritt Canal pump stations as they come online. Table 2. Parameters and Ammonia EPA 351.2 or S.U. + 0.2 pH units (NH4) SM 4500 -NH3H 0.005 mg/L Monthly Color SM2120 C modified 1 pcu Monthly Nitrite- Nitrate FDEP SOP FT 1200 SM 2510 A gmhos/cm t 5% of the true value of the KCl standard OX SM 4500 -NO3T 0.005 mg/L Monthly Orthophosphorus SM 2550 B OPO4 SM 4500 P F 0.002 mg/L Monthly Total Kjeldahl Nitrogen TKN EPA 351.2 0.05 mg/L Monthly Total Nitrogen Calculated 0.055 mg/L Monthly Total Organic Carbon SM 5310 B 1.0 mg/L Monthly Total Phosphorus TP 04 SM 4500 PF 0.002 mg/L Monthly Total Suspended Solids TSS SM 2540 D 3 mg/L Monthly Turbidity SM 2130 B 0.10 NTU Monthly Chlorophyll -a' SM 10200 H 1 mg/m3 Monthly Phaeophytin' SM 10200 H 1 mg/m3 Monthly ruau.yw wuva.tcu Vllly CR UNLUdYme sties MX Z, IJUJ, N131 and N134 PH SM 4500 -H+ B S.U. + 0.2 pH units Dissolved Oxygen FDEP SOP FT 1500 DO SM 4500 -0 G mg/L t 0.2 mg/L of saturation chart at temp° Specific Conductivity FDEP SOP FT 1200 SM 2510 A gmhos/cm t 5% of the true value of the KCl standard Temperature FDEP SOP FT 1400 o C a f 0.20C SM 2550 B Depth meters + 0.01 meter ....— 11- -.5 . –Ir Vl V -GV wb'/t Page 5 of 8, Exhibit "C" to Agreement No. 4600002607 16A2 3.2 Sample Collection Protocols All sample collection and field measurements identified in the tasks of this Agreement are subject to the following requirements: a) The County shall be responsible for following the sampling protocols outlined within the District's FSQM and the appropriate FDEP SOPs for the collection of surface water samples. As per FDEP SOP F.A.C. 3300 the County must possess and maintain a Field Quality Manual. b) Any variances from the minimum requirements under F.A.C. 62 -160 and the District's FSQM must be approved in writing by the District Field Project Manager (FPM) and the Water Quality Monitoring Section's Quality Assurance (QA) Officer prior to implementation. This includes any changes in sampling procedures and/or Quality Assurance /Quality Control (QA/QC) protocols. C) The County shall ensure that only qualified and properly trained staff conduct sampling and/or field measurements for this Agreement. All sample collection trips shall have at least one (1) staff present who has collected samples for similar low - concentration nutrient parameters in surface water for at least two (2) consecutive years. The County shall demonstrate knowledge of FDEP sampling SOP's for the collection methods requested within this Agreement, and the operation of field instruments /equipment. The County shall document all staff training and keep the documentation in the employees' files. All training records shall be available for review during audits and/or if requested. d) The County shall submit a list of sampling personnel who are, or shall be, assigned to complete tasks specified in this Agreement, along with a summary of their qualifications for District approval. Any changes or updates to this information shall be submitted to the District FPM. New staff, approved by the District, will be assigned a registered identification in the District's Laboratory Information Management System (LIMS) system prior to being allowed to collect samples or record documentation. e) The County shall submit to the District FPM, any new field instrument identification numbers for registration in the District's LIMS. f) The County shall document all field conditions and measurements. Information may be collected electronically using the District's Horizon Field Data Manager Software (HFDM). The County shall upgrade to the District's updated field collection software when it's put into production mode. The County shall be responsible for costs incurred to upgrade its software. All required original field notes and copies of the Prelogin Summary Report and Field Test Report shall be submitted to the District FPM with each sampling event. Any required corrections shall be submitted alongside the notes for the following week. Photocopies of the field notes and the Prelogin Summary Report and Field Test Report shall be submitted with the samples to the District laboratory. g) The County shall calibrate all field instruments before their use and verify calibrations after each day of sampling (refer to the FDEP SOP or the District FSQM). A District Field Test Report (Appendix A) shall be completed in hard copy or electronically and submitted to the District laboratory with the shipped samples. In situ physio- chemical Page 6 of 8, Exhibit "C" to Agreement No. 4600002607 16A2 measurements shall always be measured at 0.5 meter depth, the same depth the sample is collected, and recorded at the same time the grab sample is collected. For those locations with total depth less than 1.0 meter, the sample collection depth shall be half of the total depth. In situ measurements shall be collected every time a grab sample is collected. h) The County shall submit invoices to the District on a quarterly basis. Invoices shall state the not to exceed costs associated with the contract budget spreadsheet. Invoices are due within two (2) weeks following the end of each quarter. The invoice for the 4t' quarter of each fiscal year is due by September 30u'. A statement attesting to the validity of the data shall accompany all quarterly reports and invoices. The District may refuse payment for data and/or samples that do not meet the District's quality assurance /quality control criteria. i) All samples except those from Lake Trafford, collected under this Agreement shall be shipped overnight to the District laboratory on the same day they are collected. The District will provide a courier account number and will be responsible for all costs of shipping. The County shall verify that the District laboratory received all samples by the next morning following sampling shipment. The County shall notify the District FCM immediately via e-mail if the samples have not been received by the District laboratory. j) The District will provide all the Prelogin Summary Reports and Field Test Reports and labels required for all collection trips. The County shall notify the District FPM at least two (2) weeks prior to a sampling event, if extra Prelogin Summary Reports and Field Test Reports and labels are needed. The County shall produce labeled bottle kits for each collection event following the guidelines for bottle size and label color, as outlined in Table 4. k) The County shall adhere to District protocol for documenting all field data and shall receive orientation on new field documentation techniques as they are implemented by the District. All field documentation and Prelogin Summary Reports and Field Test Reports shall be reviewed by a second qualified staff for errors and omissions prior to submission to the District laboratory and shall be signed by the reviewer. The District will review field sampling and quality assurance /quality control (QA/QC) procedures and conduct field audits as desired. Table 4 - Associated BAttle i7ea_ Too IrMare Paruma+db • and D..mo......as TAG _ _ FILTER and /or ___ —_ —, — „7 a o •sua a a l-JCl ♦Ail wua COLOR PRESERVATIVE PARAMETERS BOTTLE SIZE YELLOW Unfiltered CARO, CHLA, CHLA2, CI LB, CHLC, PHEO 1 L amber WHITE2 TSS IL WHITE TDS, Turbidity 125 ml MAGENTA H2SO4 TP04, TKN, TOC 250mL GREY Filtered NH4, NOx 60mL ORANGE CL, COLOR, NOZ, OPO4, SION SO4 12 imL Page 7 of 8, Exhibit "C" to Agreement No. 4600002607 16 A2 4.0 WORK BREAKDOWN STRUCTURE Task 1: Approved Quality Assurance Manual The County's Quality Assurance Manual shall be maintained for the duration of the agreement and the County shall submit document revisions to the District for approval. Task 2: Sample Collection and Field Measurements Schedule The County shall submit a sampling schedule covering all work required by this Agreement for the upcoming quarter at least five (5) business days prior to the beginning of each quarter to the District FPM. The sampling effort must occur over no more than a two (2) week period and must done during the same two (2) weeks of every month to avoid the collections occurring "back to back ". Samples shall be shipped at the end of each sampling day to allow for adequate time for analysis within prescribed holding times. In the event of a holiday or extenuating circumstance, it may be necessary for the County to modify its sampling schedule to ensure that samples are submitted to the District laboratory within deadlines. The District FPM shall be notified of all such modifications at least five (5) business days prior to its occurrence. If a courier is used to deliver samples to the District's laboratory, samples should not be shipped on Fridays or any day before a District recognized holiday. The District shall supply filters, acid, sample bottles, "header sheets ", labels and coolers. The County shall supply a multi - parameter probe capable of collecting in situ physio - chemical data, sample collection equipment, coolers, and required transportation. The County shall be responsible for ensuring that an adequate stock of supplies is available to perform all required work. Deliverable 1 - A sampling schedule for each quarter, submitted five (5) days prior to the start of each quarter (September, December, March, and June). The schedule for the first quarter of this Agreement shall be submitted within ten (10) business days of the execution of this Agreement. Task 3: Collier Countv Water Quality Program Sampline All samples and field measurements for the referenced project shall be collected within the guidelines of Section 3.1 Sample Collection Protocols detailed above. The County shall collect surface water grab samples and field water quality in situ measurements at the 31 stations associated with the Collier County Water Quality (CCWQ) project in compliance with the frequency and parameter requirements outlined in Tables 1, 2 & 3. Deliverable 2 — The County shall notify the District FPM via electronic mail of each shipment to the District's laboratory. The County shall ship samples with signed header sheets and field documentation (hard copies or electronic print out) to the District laboratory on the same day of collection. The County shall document all field conditions and field measurements. The County shall utilize the District's HFDM software to record field and header documentation. Page 8 of 8, Exhibit "C" to Agreement No. 4600002607 16 A2 Task 4• Reaortine Quarterly reports for data collected for the CCWQ project shall be submitted within fourteen (14) days of the end of the reporting period (i.e., data for the period January, February, and March shall be submitted by April 14). Deliverable 3 -The quarterly report shall summarize the sampling activities for that reporting period and shall include the following: • Period covered by report • Summary of sites collected during the reporting period • List of problems encountered • Observations of significance, i.e. construction activities, thick vegetation 5.0 CONTINGENCIES The County shall make every effort to complete all tasks as described. The County shall notify the District FPM of any problems that may occur which would inhibit the collection of water quality data required for this Agreement. Expedient monitoring may be requested during or after unusual weather events that may affect surface water related resources. While every effort will be made to accommodate such requests, unscheduled monitoring will be conducted based on County staff availability and it is understood that some requests may not be fulfilled. Page 9 of 8, Exhibit "C" to Agreement No. 4600002607 T. w -+ n 7 I T r a a m i� a n c� T I r� 1) <1 A V V O n i r� a s 3 �g a w APPENDIX A HFDM Field Test Report Ccl 0 h r+ v < � r •� r- s T v A v� A A nrr�n. Page 1 of 1, Appendix "A" to Agreement No. 4600001904 w 6 C 7 a a $ a 3 0 w i 16 A2 16 At EXHIBIT "D" PAYMENT AND DELIVERABLE SCHEDULE A summary deliverable schedule for each task associate with this project is set forth below. The schedule is based on a three (3) year period. The County hereby agrees to provide the District all deliverables, data and information described in the Statement of Work. Acceptability of all work shall be based on the judgment of the District that the work is technically credible, accurate precise and timely. The County shall invoice the District on a quarterly basis. Invoices and reports and analysis summarizing the sample collection activities shall be submitted within fourteen (14) days of the end of the quarterly reporting period, (i.e., for the months of January, February and March shall be submitted by April 14). The fourth quarter report shall be submitted by September 30`h. All invoices shall list the deliverables submitted to the District and the reporting period the invoice covers. Upon receipt and acceptance of deliverables by the District, the District agrees to pay the County as specified below and in accordance with Exhibit "C" (Statement of Work). However, the District may refuse full payment for data and /or samples that do not meet the District's QA/QC criteria. The total consideration to be provided by the District under this Agreement shall not exceed Two Hundred Fifty -Eight Thousand Dollars and No Cents ($240,000). Funding is subject to District Governing Board fiscal year appropriations, including $80,000 for FY2013; $80,000 for FY2014; and $80,000 for FY2015. In the event the District does not approve funding for any subsequent fiscal year, this Agreement shall terminate upon expenditure of the current funding, notwithstanding other provisions in this Agreement to the contrary. Page ( of 2, Exhibit "D ", Agreement 4600002607 Page 2 of 2, Exhibit "D ", Agreement 4600002607 FY13 FY014 FY15 Task Deliverable Due Date Payment Amount Payment Amount Payment Amount 2 1 Sampling Submitted five $0 $0 $0 Schedule (5) days prior to the start of each quarter (September, December, March and June). For the first quarter of this Agreement, the schedule shall be submitted within ten (10) days of Agreement Execution 3 -4 2-3 Samples with $80,000 $80,000 $80,000 Surface signed filed Water documentation ($20,000 /qtr) ($20,000 /qtr) ($20,000 /qtr) Quality and header Program sheets shall be Sampling sent the same day of collection to District laboratory. 5 4 Reporting Quarterly report $0 $0 $0 shall be submitted with fourteen (14) days of the end of the reporting period (i.e., data for period Jan - March shall be submitted by April 14. Total Payments per Fiscal Year $80,000 $80,000 $80,000 Page 2 of 2, Exhibit "D ", Agreement 4600002607