COOPERATIVE FUNDING AGREEMENT FOR CLEARWATER GROUNDWATER REPLENISHMENT PROJECT - PHASE 3 (N665)AGREEMENT NO. 15C00000115
COOPERATIVE FUNDING AGREEMENT (3)
BETWEEN THE
SOUTHWEST FLORIDA WATER MANAGEMENT DISTRICT
AND
CITY OF CLEARWATER
FOR
CLEARWATER GROUNDWATER REPLENISHMENT PROJECT — PHASE 3 (N665)
THIS COOPERATIVE FUNDING AGREEMENT (Agreement) is made and entered into by and
between the SOUTHWEST FLORIDA WATER MANAGEMENT DISTRICT, a public
corporation of the State of Florida, whose address is 2379 Broad Street, Brooksville, Florida
34604 -6899, hereinafter referred to as the "DISTRICT," and the CITY OF CLEARWATER, a
municipal corporation of the State of Florida, whose address is 112 South Osceola Avenue,
Clearwater, Florida 33756, hereinafter referred to as the "CITY."
WITNESSETH:
WHEREAS, the CITY proposed a project to the DISTRICT for funding consideration under the
DISTRICT'S cooperative funding program; and
WHEREAS, the project consists of design to 30 %, third party review, full design, permitting and
construction of a 3 million gallon per day (mgd) water purification plant and associated aquifer
recharge injection wellfield at Clearwater's Northeast Water Reclamation Facility, hereinafter
referred to as the "PROJECT "; and
WHEREAS, the DISTRICT considers the resource benefits to be achieved by the PROJECT
worthwhile and desires to assist the CITY in funding the PROJECT; and
WHEREAS, the parties desire to share in the cost of a third party review performed on the 30%
design package.
NOW THEREFORE, the DISTRICT and the CITY, in consideration of the mutual terms,
covenants and conditions set forth herein, agree as follows:
1. PROJECT CONTACTS AND NOTICES. Each party hereby designates the fdividual set
forth below as its prime contact for matters relating to this Agreement. Notices and reports
shall be sent to the attention of each party's prime contact as set forth herein by U.S. mail,
postage paid, by nationally recognized overnight courier, or personally to the parties'
addresses as set forth below. Notice is effective upon receipt.
Contract Manager for the DISTRICT:
Robert O. Peterson
Southwest Florida Water Management District
2379 Broad Street
Brooksville, Florida 34604 -6899
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Project Manager for the CITY:
Robert S. Fahey, P.E.
City of Clearwater Public Utilities Department
100 South Myrtle Avenue, No. 220
Clearwater, Florida 33756 -5520
Any changes to the above representatives or addresses must be provided to the other
party in writing.
1.1 Project and Contract Managers are hereby authorized to approve requests to
extend a PROJECT task deadline set forth in this Agreement. Such approval must
be in writing, explain the reason for the extension and be signed in accordance with
each party's signature authority. Project and Contract Managers are not authorized
to approve any time extension which will result in an increased cost, or which will
exceed the expiration date set forth in Paragraph 7, Contract Period.
1.2 Project and Contract Managers are authorized to adjust a line item amount of the
Project Budget contained in the Project Plan set forth in Exhibit "A" or, if applicable,
the refined budget as set forth in Subparagraph 3.4 below. The authorization must
be in writing, explain the reason for the adjustment, and be signed in accordance
with each party's signature authority. Project and Contract Managers are not
authorized to make changes to the Scope of Work and are not authorized to
approve any increase in the amounts set forth in the funding section of this
Agreement, or a line item amount if the adjusted amount exceeds either party's
appropriation of funds necessary to complete any Project Task in the fiscal year in
which the adjustment is requested.
2. SCOPE OF WORK. Upon receipt of written notice to proceed from the DISTRICT, the
CITY shall perform the services necessary to complete the PROJECT in accordance with
the CITY'S Project Plan set forth in Exhibit "A." Any changes to this Agreement, except
as provided herein, must be mutually agreed to in a formal written amendment approved
by the DISTRICT and the CITY prior to being performed by the CITY. The CITY shall be
solely responsible for managing and controlling the PROJECT, both during and after
construction and during and after the operation and maintenance of the PROJECT,
including the hiring and supervising of any consultants or contractors it engages.
The parties agree that time is of the essence in the performance of each obligation under
this Agreement.
3. FUNDING. The parties anticipate that the total cost of the PROJECT, including the third
party review costs, will be Twenty Eight Million Six Hundred Eighty Thousand Dollars
($28,680,000). The DISTRICT agrees to fund the costs as appropriated by the DISTRICT
in accordance with Subparagraph 3.1 below and anticipates funding costs up to Fourteen
Million Three Hundred Forty Thousand Dollars ($14,340,000) and shall have no obligation
to pay any costs beyond this anticipated maximum amount. The CITY agrees to provide
all remaining funds necessary for the satisfactory completion of the PROJECT.
3.1 The DISTRICT'S performance and payment pursuant to this Agreement are
contingent upon the DISTRICT'S Governing Board appropriating funds in its
approved budget for the PROJECT in each fiscal year of this Agreement. The CITY
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recognizes that the DISTRICT has approved $1,554,000 for the PROJECT through
Fiscal Year 2015. The additional funds identified in this Agreement are contingent
upon approval of such amounts by the DISTRICT Governing Board, in its sole
discretion, in its annual budgets for future fiscal years. The CITY'S payment of any
financial obligation under this Agreement is subject to appropriation by the CITY'S
Council of legally available funds.
3.2 The CITY shall pay PROJECT costs prior to requesting reimbursement from the
DISTRICT. The DISTRICT shall reimburse the CITY for the DISTRICT'S share of
allowable PROJECT costs in accordance with the Project Budget contained in the
Project Plan set forth in Exhibit "A." Reimbursement for expenditures of
contingency funds is contingent upon approval by the DISTRICT. If a
reimbursement request includes the expenditure of contingency funds, the CITY
shall provide sufficient documentation to the DISTRICT to explain the basis of the
expense. The DISTRICT shall not reimburse the CITY for any contingency funds
that the DISTRICT determines, in its sole discretion, to be in excess of what was
reasonably necessary to complete the PROJECT. The DISTRICT shall reimburse
the CITY for fifty percent (50 %) of all allowable costs in each DISTRICT approved
invoice received from the COUNTY, but at no point in time will the DISTRICT'S
expenditure amounts under this Agreement exceed expenditures made by the
CITY. The parties acknowledge that the DISTRICT'S reimbursement percentage
stated above is subject to change if the percentage of the DISTRICT'S anticipated
funding amount is changed due to subsequent Governing Board approvals, but
amounts approved by the DISTRICT in its annual budget shall not be reduced after
the CITY has paid PROJECT costs of incurred obligations approved by the
DISTRICT pursuant to Subparagraph 3.4 and are otherwise reimbursable by the
DISTRICT under this Agreement.
3.3 Unless otherwise stated in this Agreement, any federal, state, local or grant monies
received by the CITY for this PROJECT shall be applied to equally reduce each
party's share of PROJECT costs. The CITY shall provide the DISTRICT with written
documentation detailing its allocation of any such funds appropriated for this
PROJECT.
3.4 The CITY may contract with consultant(s), contractor(s) or both to accomplish the
PROJECT. The CITY shall provide the DISTRICT with documentation supporting
its decision to procure its construction contractor. The CITY must obtain the
DISTRICT'S written approval prior to posting solicitations for consultants or
contractors and prior to entering into agreements with consultants or contractors to
ensure that costs to be reimbursed by the DISTRICT under those agreements are
competitive, reasonable and allowable under this Agreement. The DISTRICT shall
provide a written response to the CITY within fifteen (15) business days of receipt
of the solicitation or agreement. Upon written DISTRICT approval, the budget
amounts for the work set forth in such contract(s) shall refine the amounts set forth
in the PROJECT budget and be incorporated herein by reference. The DISTRICT
shall not reimburse the CITY for costs incurred under consultant and contractor
agreements until the DISTRICT approvals required under this provision have been
obtained.
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3.5 Payment shall be made to the CITY within forty -five (45) days of receipt of an
invoice with adequate supporting documentation to satisfy auditing purposes.
Invoices shall be submitted to the DISTRICT every two (2) months electronically at
invoicesc WaterMatters.org, or at the following address:
Accounts Payable Section
Southwest Florida Water Management District
Post Office Box 15436
Brooksville, Florida 34604 -5436
The above - referenced payment due date shall not apply to that portion of an invoice
that includes contingency expenses. The DISTRICT agrees to reimburse the CITY
for contingency expenses within a reasonable time to accommodate the process
provided for in Subparagraph 3.2 of this Agreement.
In addition to sending an original invoice to the DISTRICT'S Accounts Payable
Section as required above, copies of invoices may also be submitted to the
DISTRICT'S Contract Manager in order to expedite the review process. Failure of
the CITY to submit invoices to the DISTRICT in the manner provided herein shall
relieve the DISTRICT of its obligation to pay within the aforementioned timeframe.
3.6 The parties acknowledge that the PROJECT was approved for funding by the
DISTRICT based upon the resource benefits expected to be achieved by the
PROJECT (the "Measurable Benefit "). The parties also acknowledge that the CITY
is solely responsible for implementing the PROJECT in such a manner that the
expected resource benefits are achieved. If at any point during the progression of
the PROJECT, following the completion of the third party review and the DISTRICT
Governing Board's approval to continue the PROJECT, the DISTRICT determines
that it is likely that the Measurable Benefit, as set forth in the Project Plan, will not
be achieved, the DISTRICT shall provide the CITY with fifteen (15) days advance
written notice that the DISTRICT shall withhold payments to the CITY until such
time as the CITY demonstrates that the PROJECT shall achieve the required
Measurable Benefit, to provide the CITY with an opportunity to cure the
deficiencies.
3.7 The parties acknowledge that the DISTRICT has the right to terminate this
Agreement without further payment obligation if the DISTRICT determines, in its
sole judgment and discretion, that the Measureable Benefit may not be achieved
or the PROJECT is no longer cost effective based on the results of the third party
review.
3.8 Any travel expenses which may be authorized under this Agreement shall be paid
in accordance with Section 112.061, Florida Statutes (F.S.), as may be amended
from time to time. The DISTRICT shall not reimburse the CITY for any purpose not
specifically identified in Paragraph 2, Scope of Work. Surcharges added to third
party invoices are not considered an allowable cost under this Agreement. Costs
associated with in -kind services provided by the CITY are not reimbursable by the
DISTRICT and may not be included in the CITY'S share of funding contributions
under this Agreement.
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3.9 The DISTRICT shall not be obligated to reimburse the CITY for any design or other
work performed by the CITY consultant(s) that takes place other than the 30%
design package as described in the Project Plan set forth in Exhibit "A" until the
DISTRICT Governing Board is presented with the third party review and DISTRICT
staff's recommendation and decides to continue funding the PROJECT. Except for
costs associated with the 30% design package and the third party review, the
DISTRICT has no obligation and shall not reimburse the CITY for any costs incurred
other than the 30% design package until the Notice to Proceed with construction
has been issued to the CITY'S contractor.
3.10 Each CITY invoice must include the following certification, and the CITY hereby
delegates authority by virtue of this Agreement to its Project Manager to affirm said
certification:
"I hereby certify that the costs requested for reimbursement and the CITY'S
matching funds, as represented in this invoice, are directly related to the
performance under the Clearwater Goundwatear Replenshiment Project — Phase
3 (N665) agreement between the Southwest Florida Water Management District
and the CITY (Agreement No. 15C00000115), are allowable, allocable, properly
documented, and are in accordance with the approved project budget. This
invoice includes $_ of contingency expenses. The CITY has been allocated a
total of $_ in federal, state, local or grant monies for this PROJECT (not including
DISTRICT funds) and $ has been allocated to this invoice, reducing the
DISTRICT'S and CITY'S share to $ ."
3.11 In the event any dispute or disagreement arises during the course of the PROJECT,
including whether expenses are reimbursable under this Agreement, the CITY will
continue to perform the PROJECT work in accordance with the Project Plan. The
CITY is under a duty to seek clarification and resolution of any issue, discrepancy,
or dispute by providing the details and basis of the dispute to the DISTRICT'S
Contract Manager no later than ten (10) days after the precipitating event. If not
resolved by the Contract Manager, in consultation with his or her Bureau Chief,
within ten (10) days of receipt of notice, the dispute will be forwarded to the
DISTRICT'S Assistant Executive Director. The DISTRICT'S Assistant Executive
Director in consultation with the DISTRICT'S Office of General Counsel will issue
the DISTRICT'S final determination. The CITY'S continuation of the PROJECT
work as required under this provision shall not constitute a waiver of any legal
remedy available to the CITY concerning the dispute.
4. COMPLETION DATES. The CITY shall commence and complete the PROJECT and
meet the task deadlines in accordance with the project schedule set forth in Exhibit "A,"
including any extensions of time provided by the DISTRICT in accordance with
Subparagraph 1.1 of this Agreement. The DISTRICT shall commence and complete the
third party review in accordance with the project schedule set forth in Exhibit "A ", including
any extensions of time provided by the CITY. In the event of hurricanes, tornados, floods,
acts of God, acts of war, or other such catastrophes, or other man -made emergencies
such as labor strikes or riots, which are beyond the control of the party obligated to perform
the work, the party's obligations to meet the time frames provided in this Agreement shall
be suspended for the period of time the condition continues to exist. During such
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suspension, this Agreement shall remain in effect. When the party is able to resume
performance of its obligations under this Agreement, in whole or in part, it shall
immediately give the other party written notice to that effect and shall resume performance
no later than two (2) working days after the notice is delivered. The suspension of the
party's obligations provided for in this provision shall be the party's sole remedy for the
delays set forth herein.
5. REPAYMENT.
5.1 The CITY shall repay the DISTRICT all funds the DISTRICT paid to the CITY under
this Agreement, excluding costs for the 30 percent design and third party review, if:
a) the CITY fails to complete the PROJECT in accordance with the terms and
conditions of this Agreement, including failing to meet the Measurable Benefit;
b) the DISTRICT determines, in its sole discretion and judgment, that the CITY has
failed to maintain scheduled progress of the PROJECT thereby endangering the
timely performance of this Agreement; c) the CITY fails to appropriate sufficient
funds to meet the task deadlines, unless extended in accordance with
Subparagraph 1.1; d) the DISTRICT determines, in its sole discretion, the
Measurable Benefit will not be achieved; or e) a provision or provisions of this
Agreement setting forth the requirements or expectations of a Measurable Benefit
resulting from the PROJECT is held to be invalid, illegal or unenforceable during
the term of this Agreement, including the duration of the operation and maintenance
obligations set forth in Paragraph 6 of this Agreement. Should any of the above
conditions exist that require the CITY to repay the DISTRICT, this Agreement shall
terminate in accordance with the procedure set forth in Paragraph 11, Default.
5.2 Notwithstanding the above, the parties acknowledge that if the PROJECT fails to
meet the Measurable Benefit specified in this Agreement, the CITY may request
the DISTRICT Governing Board to waive the repayment obligation, in whole or in
part.
5.3 In the event the CITY is obligated to repay the DISTRICT under any provision of
this Agreement, the CITY shall repay the DISTRICT within a reasonable time, as
determined by the DISTRICT in its sole discretion.
5.4 The CITY shall pay attorneys' fees and costs incurred by the DISTRICT, including
appeals, as a result of CITY'S failure to repay the DISTRICT as required by this
Agreement.
6. OPERATION AND MAINTENANCE.
6.1 The CITY shall provide the DISTRICT with an "Annual Recharge Facility Report"
showing the reuse flow and quality information for the facility. This report shall
include an analysis of how the CITY will achieve the Measureable Benefit required
under this Agreement. This report requirement shall become effective upon
completion of construction. The reporting period shall be October 1st through
September 30th and the report must be submitted by April 1st of the calendar year
following the fiscal year period.
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The report format will be proposed by the CITY and agreed upon by the DISTRICT.
The CITY shall obtain the DISTRICT'S approval of the report before the report is
finalized, and the DISTRICT will not unreasonably withhold its approval. In addition
to other remedies provided in this Agreement, noncompliance with this report
requirement may affect the CITY'S eligibility for further DISTRICT funding.
6.2 The CITY shall operate, use and maintain the PROJECT for a minimum of twenty
(20) years, in such a manner that the Measurable Benefit required under this
Agreement is achieved. The DISTRICT'S Contract Manager will evaluate and
determine the CITY'S compliance with this provision as part of the DISTRICT
required "Annual Recharge Facility Report". In the event the DISTRICT
determines, in its sole discretion, that the facility did not achieve the Measurable
Benefit any time after ten (10) years of operation, the DISTRICT shall require the
CITY to produce a compliance plan for DISTRICT approval within six (6) months of
the DISTRICT'S determination of noncompliance. The compliance plan shall
include the CITY'S measures to achieve the Measurable Benefit within two years
of receipt of the plan. If the CITY fails to achieve the Measurable Benefit by the
end of the two (2) year period, the CITY will reimburse the DISTRICT for payments
made pursuant to this Agreement in an amount of 5% of total DISTRICT monies
contributed the PROJECT, excluding costs of the 30 percent design and third party
review, for each year or a fraction thereof for the early termination of the PROJECT
starting from the initial observation of the failure to meet the Measurable Benefit.
The rights and remedies in this provision are in addition to any other rights and
remedies provided by law or this Agreement.
6.3 Within thirty (30) days after construction is completed, the CITY shall provide the
DISTRICT with construction record drawings, signed and sealed by a professional
engineer, certifying that the Measurable Benefit is will be met. Every two (2) years
following the completion of the PROJECT, the CITY shall generate a report
describing the operations and maintenance activities that took place during the
reporting period that certifies that the Measurable Benefit set forth in the Project
Plan has been maintained. The CITY'S obligation to generate reports shall
continue until the expiration of the 20 -year operation and maintenance period.
6.4. The DISTRICT retains the right to audit any certification and the CITY shall provide
documentation as requested by the DISTRICT to support its certification that the
specified Measurable Benefit has been maintained.
7. CONTRACT PERIOD. This Agreement shall be effective January 27, 2015, and shall
remain in effect through March 31, 2022 or upon satisfactory completion of the PROJECT
and subsequent reimbursement to the CITY, whichever occurs first, unless amended in
writing by the parties. The CITY shall not be eligible for reimbursement for any work that
is commenced, or costs that are incurred, prior to the effective date of this Agreement.
8. PROJECT RECORDS AND DOCUMENTS. Upon request by the DISTRICT, the CITY
shall permit the DISTRICT to examine or audit all PROJECT related records and
documents during or following completion of the PROJECT at no cost to the DISTRICT.
Payments made to the CITY under this Agreement shall be reduced for amounts found to
be not allowable under this Agreement by an audit. If an audit is undertaken by either
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party, all required records shall be maintained until the audit has been completed and all
questions arising from it are resolved. Each party shall maintain all such records and
documents for at least three (3) years following completion of the PROJECT. Each party
shall allow public access to PROJECT documents and materials made or received by
either party in accordance with the Public Records Act, Chapter 119, F.S. Should either
party assert any exemption to the requirements of Chapter 119, F.S., the burden of
establishing such exemption, by way of injunctive or other relief as provided by law, shall
be upon the asserting party.
9. REPORTS.
9.1 The CITY shall provide the DISTRICT with a quarterly report describing the
progress of the PROJECT tasks, adherence to the performance schedule and any
developments affecting the PROJECT. The CITY shall promptly advise the
DISTRICT of issues that arise that may impact the successful and timely completion
of the PROJECT. Quarterly reports shall be submitted to the DISTRICT'S Contract
Manager no later than forty -five (45) days following the completion of the quarterly
reporting period. It is hereby understood and agreed by the parties that the term
"quarterly" shall reflect the calendar quarters ending March 31, June 30, September
30 and December 31.
9.2 Upon request by the DISTRICT, the CITY shall provide the DISTRICT with copies
of all data, reports, models, studies, maps or other documents resulting from the
PROJECT. Additionally, one (1) set, electronic and hardcopy, of any final reports
must be submitted to the DISTRICT as Record and Library copies. The CITY shall
submit all water resources data collected under this Agreement to the DISTRICT
for upload to the DISTRICT databases (as set forth Exhibit A), and to the Florida
Department of Environmental Protection's (FDEP) database for water quality data
in accordance with Rule 62- 40.540, Florida Administrative Code (F.A.C.), as
necessary.
9.3 The CITY must ensure that the design of the PROJECT maximizes the resource
benefits to the greatest extent practicable. In addition to providing the DISTRICT
the 30% design package as described in the Project Plan, the CITY shall provide
the DISTRICT with the 60 %, 90% and final design, including supporting
documentation and Measurable Benefit calculations and methodology for review
by the DISTRICT, in order for the DISTRICT to verify that the proposed design
meets the requirements of the PROJECT, as set forth in Exhibit "A." A professional
engineer shall, at a minimum, sign and seal the final design plans. The DISTRICT
shall provide a written response to the CITY within ten (10) business days of receipt
of the proposed design plans and supporting documentation either verifying the
design plans appear to meet the requirements of the Agreement or stating its
insufficiencies. The CITY shall not finalize the design or advertise the construction
bid documents until the DISTRICT provides the required verification. The
DISTRICT'S verification shall not constitute an approval of the design, or a
representation or warranty that the DISTRICT has verified the architectural,
engineering, mechanical, electrical, or other components of the construction
documents or that such documents are in compliance with DISTRICT rules and
regulations or any other applicable rules, regulations or law. The CITY shall require
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the design professional to warrant that the construction documents are adequate
for construction of the PROJECT.
9.4 The CITY shall provide the data, reports and documents referenced in this provision
at no cost to the DISTRICT.
10. RISK, LIABILITY, AND INDEMNITY.
10.1 To the extent permitted by Florida law, the CITY assumes all risks relating to the
PROJECT and agrees to be solely liable for, and to indemnify and hold the
DISTRICT harmless from all claims, loss, damage and other expenses, including
attorneys' fees and costs and attorneys' fees and costs on appeal, arising from the
design, construction, operation, maintenance or implementation of the PROJECT;
provided, however, that the CITY shall not indemnify for that portion of any loss or
damages proximately caused by the negligent act or omission of the DISTRICT'S
officers, employees, contractors and agents. The acceptance of the DISTRICT'S
funding by the CITY does not in any way constitute an agency relationship between
the DISTRICT and the CITY.
10.2 The CITY agrees to indemnify and hold the DISTRICT harmless, to the extent
allowed under Section 768.28, F.S., from all claims, Toss, damage and other
expenses, including attorneys' fees and costs and attorneys' fees and costs on
appeal, arising from the negligent acts or omissions of the CITY'S officers,
employees, contractors and agents related to its performance under this
Agreement.
10.3 This Paragraph 10 shall not be construed as a waiver of the CITY'S sovereign
immunity or an extension of CITY'S liability beyond the limits established in Section
768.28, F.S. Additionally, this Paragraph 10 will not be construed to impose
contractual liability on the CITY for underlying tort claims as described above
beyond the limits specified in Section 768.28, F.S., nor be construed as consent by
the CITY to be sued by third parties in any manner arising out of this Agreement.
10.4 Nothing in this Agreement shall be interpreted as a waiver of the DISTRICT'S
sovereign immunity or an extension of its liability beyond the limits established in
Section 768.28, F.S., nor be construed as consent by the DISTRICT to be sued by
third parties in any manner arising out of this Agreement.
11. DEFAULT. Either party may terminate this Agreement upon the other party's failure to
comply with any term or condition of this Agreement, including the failure to meet task
deadlines established in this Agreement, as long as the terminating party is not in default
of any term or condition of this Agreement at the time of termination. To effect termination,
the terminating party shall provide the defaulting party with a written "Notice of
Termination" stating its intent to terminate and describing all terms and conditions with
which the defaulting party has failed to comply. If the defaulting party has not remedied
its default within thirty (30) days after receiving the Notice of Termination, this Agreement
shall automatically terminate. If a default cannot reasonably be cured in thirty (30) days,
then the thirty (30) days may be extended at the non - defaulting party's discretion, if the
defaulting party is pursuing a cure of the default with reasonable diligence. The rights and
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remedies in this provision are in addition to any other rights and remedies provided by law
or this Agreement.
12. RELEASE OF INFORMATION. The parties agree not to initiate any oral or written media
interviews or issue press releases on or about the PROJECT without providing notices or
copies to the other party no later than three (3) business days prior to the interview or
press release. This provision shall not be construed as preventing the parties from
complying with the public records disclosure laws set forth in Chapter 119, F.S.
13. DISTRICT RECOGNITION. The CITY shall recognize DISTRICT funding in any reports,
models, studies, maps or other documents resulting from this Agreement, and the form of
said recognition shall be subject to DISTRICT approval. If construction is involved, the
CITY shall provide signage at the PROJECT site that recognizes funding for this
PROJECT provided by the DISTRICT. All signage must meet with DISTRICT written
approval as to form, content and location, and must be in accordance with local sign
ordinances.
14. PERMITS AND REAL PROPERTY RIGHTS. The CITY shall obtain all permits, local
government approvals and all real property rights necessary to complete the PROJECT
prior to commencing any construction involved in the PROJECT. The DISTRICT shall
have no obligation to reimburse the CITY for any costs under this Agreement until the
CITY has obtained all permits, approvals, and property rights necessary to accomplish the
objectives of the PROJECT. In the event a permit, approval or property right is obtained
but is subsequently subject to a legal challenge that results in an unreasonable delay or
cancellation of the PROJECT as determined by the DISTRICT in its sole discretion, the
CITY shall repay the DISTRICT all monies contributed to the PROJECT.
15. LAW COMPLIANCE. The CITY shall comply with all applicable federal, state and local
laws, rules, regulations and guidelines, including those of the DISTRICT, related to
performance under this Agreement. If the PROJECT involves design services, the CITY'S
professional designers and the DISTRICT'S regulation and projects staff shall meet
regularly during the PROJECT design to discuss ways of ensuring that the final design for
the proposed PROJECT technically complies with all applicable DISTRICT rules and
regulations. However, the DISTRICT undertakes no duty to ensure compliance with such
rules and regulations.
16. DIVERSITY IN CONTRACTING AND SUBCONTRACTING. The DISTRICT is committed
to supplier diversity in the performance of all contracts associated with DISTRICT
cooperative funding projects. The DISTRICT requires the CITY to make good faith efforts
to encourage the participation of minority owned and woman owned and small business
enterprises, both as prime contractors and subcontractors, in the performance of this
Agreement, in accordance with applicable laws.
16.1 If requested, the DISTRICT shall assist the CITY by sharing information to help the
CITY in ensuring that minority owned and woman owned and small businesses are
afforded an opportunity to participate in the performance of this Agreement.
16.2 The CITY agrees to provide the DISTRICT with a report indicating all contractors
and subcontractors who performed work in association with the PROJECT, the
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amount spent with each contractor or subcontractor, and to the extent such
information is known, whether each contractor or subcontractor was a minority
owned or woman owned or small business enterprise. If no minority owned or
woman owned or small business enterprises were used in the performance of this
Agreement, then the report shall so indicate. The Minority/Women Owned and
Small Business Utilization Report form is attached as Exhibit "B." The report is
required upon final completion of the PROJECT prior to final payment, or within
thirty (30) days of the execution of any amendment that increases PROJECT
funding, for information up to the date of the amendment and prior to the
disbursement of any additional funds by the DISTRICT.
17. ASSIGNMENT. Except as otherwise provided in this Agreement, no party may assign any
of its rights or delegate any of its obligations under this Agreement, including any operation
or maintenance duties related to the PROJECT, without the prior written consent of the
other party. Any attempted assignment in violation of this provision is void.
18. CONTRACTORS. Nothing in this Agreement shall be construed to create, or be implied
to create, any relationship between the DISTRICT and any consultant or contractor of the
CITY.
19. THIRD PARTY BENEFICIARIES. Nothing in this Agreement shall be construed to benefit
any person or entity not a party to this Agreement.
20. LOBBYING PROHIBITION. Pursuant to Section 216.347, F.S., the CITY is prohibited
from using funds provided by this Agreement for the purpose of lobbying the Legislature,
the judicial branch or a state agency.
21. PUBLIC ENTITY CRIMES. Pursuant to Subsections 287.133(2) and (3), F.S., a person
or affiliate who has been placed on the convicted vendor list following a conviction for a
public entity crime may not submit a bid, proposal, or reply on a contract to provide any
goods or services to a public entity; may not submit a bid, proposal, or reply on a contract
with a public entity for the construction or repair of a public building or public work; may
not submit bids, proposals, or replies on leases of real property to a public entity; may not
be awarded or perform work as a contractor, supplier, subcontractor, or consultant under
a contract with any public entity; and may not transact business with any public entity in
excess of the threshold amount provided in Section 287.017, F.S., for Category Two, for
a period of 36 months following the date of being placed on the convicted vendor list. The
CITY agrees to include this provision in all contracts issued as a result of this Agreement.
22. SCRUTINIZED COMPANIES. Pursuant to Section 287.135, F.S., a company that, at the
time of bidding or submitting a proposal for a new contract or renewal of an existing
contract, is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to
Section 215.473, F.S., is ineligible for, and may not bid on, submit a proposal for, or enter
into or renew a contract with an agency or local governmental entity for goods or services
of $1 million or more. Any contract with an agency or local governmental entity for goods
or services of $1 million or more entered into or renewed on or after July 1, 2011, must
contain a provision that allows for the termination of such contract at the option of the
awarding body if the company is found to have submitted a false certification as provided
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under Subsection 287.135(5), F.S., or has been placed on either of the aforementioned
lists. The CITY agrees to comply with the requirements of Section 287.135, F.S. in
connection with the implementation of the PROJECT.
23. COMPENSATORY TREATMENT AND MITIGATION. This PROJECT shall not be used
by the CITY or any other entity as compensatory water quality treatment, wetland
mitigation, or groundwater supply offset for any projects. In the event the PROJECT is
used for compensatory water quality treatment, wetland mitigation or groundwater supply
offset for another project in violation of this Paragraph, the CITY shall repay the DISTRICT
all funds the DISTRICT paid to the CITY under this Agreement. The PROJECT can be
used for self- mitigation due to impacts specifically associated with the construction of the
PROJECT.
24. GOVERNING LAW. This Agreement is governed by Florida law and venue for resolving
disputes under this Agreement shall be exclusively in Hernando County, Florida.
25. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be
invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. Notwithstanding the
above, if a provision or provisions of this Agreement setting forth the requirements or
expectations of a Measurable Benefit resulting from the PROJECT is held to be invalid,
illegal or unenforceable during the term of this Agreement, this Agreement shall terminate
in accordance with Subparagraph 5.1.
26. SURVIVAL. The provisions of this Agreement that require performance after the
expiration or termination of this Agreement shall remain in force notwithstanding the
expiration or termination of this Agreement including Subparagraphs 3.3 and 9.2, and
Paragraphs 5, 6, 8, 10, 14, 17, 23, 24 and 25 and any provisions requiring an offset or
other continuing resource benefit.
27. ENTIRE AGREEMENT. This Agreement and the attached exhibits listed below constitute
the entire agreement between the parties and, unless otherwise provided herein, may be
amended only in writing, signed by all parties to this Agreement.
28. DOCUMENTS. The following documents are attached and made a part of this Agreement.
In the event of a conflict of contract terminology, priority shall first be given to the language
in the body of this Agreement, then to Exhibit "A," and then to Exhibit "B."
Exhibit "A" CITY'S Project Plan
Exhibit "B" Minority/Women Owned and Small Business Utilization Report Form
The remainder of this page intentionally left blank.
Page 12 of 13
IN WITNESS WHEREOF, the parties hereto, or their lawful representatives, have executed
this Agreement on the day and year set forth next to their signatures below.
SOUTHWEST FLORIDA WATER MANAGEMENT DISTRICT
By. a ✓■1111M
": n J / #strong, P.G. F
Assistant Executive Director
CITY OF CLEARWATER
By: qt°11,t e'eVC`3
George N. Cretekos, Mayor
By: iQ&L44 , . V o
William B. Horne II, City Manager
y Attorne
Matthew Smith
q/15
Date
Date
Attest:
Rosemarie Call
City Clerk
COOPERATIVE FUNDING AGREEMENT (3)
BETWEEN THE
SOUTHWEST FLORIDA WATER MANAGEMENT DISTRICT
AND
CIT OF CLEARWATER
FOR
CLEARWATER GROUNDWATER REPLENSHMENT PROJECT - PHASE 3 (N665)
Page 13 of 13
DISTRICT APPROVAL
LEGAL
RISK MGMT
CONTRACTS
BUREAU CHIEF
DIRECTOR
GOVERNING BOARD
INITIALS DATE
�►� 8 /,i %S
Apr
-17 -tis
y.-
EXHIBIT "A"
CITY'S PROJECT PLAN
Project Description
AGREEMENT No.15000000115
The CITY has a reclaimed water utilization program. Their ultimate goal is to fully utilize
available reclaimed water through residential reuse and aquifer recharge applications. This
PROJECT is for the design, permitting and construction of a Water Purification Plant including
Ultra- Filtration, Reverse Osmosis and Advanced Oxidation treatment systems, a Class I
concentrate injection well, Water Degasification System with membrane contactors, Injection
Water Polishing System and the associated injection wells (up to four) and monitor well
systems of the Aquifer Recharge Wellfield. The project will recharge an average of 2.4 million
gallons per day (3 million gallon per day capacity) of purified water to a brackish water interval
of the Upper Floridan aquifer at the CITY's Northeast Water Reclamation Facility and
surrounding property. Public outreach activities will continue to be used to educate the
community on the safety, benefits and financial viability of the PROJECT. An independent
Technical Advisory Committee will be convened to provide technical oversight on the safety of
the purified water product and groundwater injection process.
Project Objectives
• Design, permit and construct a reclaimed water purification facility, a Class I concentrate
injection well, purified water degasification facility, injection water polishing system and
associated injection well and monitor well systems of the aquifer recharge wellfield at
Clearwater's Northeast Water Reclamation Facility.
• Recharge an average of 2.4 million gallons per day (3 million gallon per day capacity) of
purified water into a brackish water interval of the Upper Floridan aquifer. The goal of the
PROJECT would allow for the CITY to increase their reclaimed water utilization, reduce
surface discharges to Tampa Bay, reducing nutrient loading, improving water levels in the
Upper Floridan aquifer, and potentially providing the CITY with additional water supplies
from their existing wellfields.
Project Tasks
Task 1 - 30 Percent Design
The CITY shall design the PROJECT including secondary containment, permanent pumps,
piping, automated controls and other appurtenances, electrical service, motor control center
buildings and instrumentation and controls for automated valves up to Preliminary Design (30%
level of completion), which will include sufficient information for the third party review, such as:
1. Introduction and background
2. Project Site Details — This section includes site boundaries, existing treatment
facilities, buildings, parking lots, surface water, wetlands and existing wells
(recharge well and monitor wells).
Page 1 of 8
3. Site specific hydrogeologic survey - This section includes identification of
sinkholes, hydrologic characterization of aquifers and confining zones,
groundwater elevations and seasonal variations, and direction of groundwater
movement (static and during purified water injection) as characterized during the
hydrogeologic investigations previously performed. In addition, this section will
include identification of water wells and flood prone areas in the project vicinity.
4. Basis of design - This section will outline and describe the parameters that are
used for design of the required water treatment systems, pipelines and
groundwater injection wellfield.
5. Description of facilities - This section will provide an overall description of the
facilities.
6. Process Mechanical - This section will describe the mechanical equipment such as
piping and valves including materials of construction, power and other utility
requirements, redundancy, and corrosion protection.
7 Instrumentation and controls - This section will present control philosophy,
description of equipment such as PLCs, telemetry equipment, field instruments,
and communication between local panels and City's SCADA systems. Control
narrative describing how the overall process and individual equipment will be
operated and controlled.
8. Civil - This section will provide design parameters and descriptions for roads,
drainage, earthwork requirements and code requirements.
9. Utility Management — This section will include a recommended course of action for
the management of utilities.
Measurable benefits calculations and methodology will be provided along with a construction
cost estimate and performance schedule. The CITY will hold a design review meeting of the
30% design phase and will provide a formal evaluation. Minutes of any meetings will be
prepared and circulated to attendees.
The CITY shall also provide the DISTRICT with an Engineering Report that will present the
basis of design, description of the facilities, description of codes used by each discipline,
material of construction, utilities required, and geotechnical information.
The 30% design shall be conducted in two parts.
Task 1.1 Water Treatment Plant and Infrastructure
The CITY shall prepare proposed PROJECT 30% design plans and technical
specifications for the construction of a Water Purification Plant including Ultra -
Filtration, Reverse Osmosis and Advanced Oxidation treatment systems, a Water
Degasification System with membrane contactors, the Injection Water Polishing
System, and infrastructure including secondary containment, permanent pumps,
piping, automated controls and other appurtenances, electrical service, motor
control center buildings and instrumentation and controls for automated valves.
Page 2 of 8
Task 1.2 Injection Wells and Infrastructure
The CITY shall prepare proposed PROJECT 30% design plans and technical
specification for wellhead construction, including up to four (4) Class V aquifer
recharge injection wells, required monitor wells, transmission pipelines,
infrastructure and controls for the recharge wells, the Class I concentrate injection
well, and other appurtenances as well as electrical service.
Task 2 - Third Party Review
A third party review of the PROJECT 30% design, construction cost estimates and schedule
(Task 1) shall be implemented by the CITY. The CITY will select and contract with an
independent consultant that is not a member of the PROJECT design team.
The CITY, through its consultant, will perform a detailed evaluation of the PROJECT design,
cost estimates, schedule, and analysis of measureable benefit methodology. The CITY will
ensure its design team fully cooperates in making all pertinent and appropriate PROJECT
documents available, in a timely manner, to its third party review consultant. The CITY will
prepare and submit to the DISTRICT a detailed report on the PROJECT design, addressing
the expected project cost for construction and /or operations and maintenance or present a
clearly stated rationale for rejecting the findings.
Task 3 - Final Design and Permitting
This phase will expand the 30 percent design into a more detailed design for construction.
Task 3.1 60% Design and Engineer's Opinion of Cost
Design Plans and Calculations will be completed by the CITY and submitted to the
DISTRICT at the 60% level of completion. The CITY will complete an estimated
construction schedule and an engineer's estimate of the probable construction
costs. Updated Measurable Benefit calculations and methodology, as well as draft
construction technical specifications will be provided by the CITY to the DISTRICT.
Task 3.2 90% Design and Engineer's Opinion of Cost
The 90% design stage shall comprise a level of design progress which would be
sufficient to apply for and obtain all project construction permits. The level of project
design definition would be sufficient to permit the initiation of all major construction
activities including the purchase of all materials and equipment required to maintain
a project construction schedule.
Task 3.3 Permitting
The CITY will be the applicant for, and shall acquire all permits necessary to
implement the PROJECT. All applicable permitting fees will be the responsibility
of the CITY. At the 60% design point, the CITY will prepare draft packages for all
required permits.
Page 3 of 8
Pre - application meetings will be held for all necessary permits, and the CITY will
invite DISTRICT staff to attend these meetings, as well as provide the DISTRICT
with copies of meeting materials and minutes.
The CITY will submit all final permit application packages to the receiving agency.
The CITY will respond to all Requests for Additional Information in a timely manner
with each regulatory agency.
The CITY will provide copies of all permit application packages, Requests for
Additional Information, and responses to the DISTRICT.
Task 3.4 Final Design and Cost Estimate
The final design and implementation stage shall comprise a level of design
progress which incorporates all project permits and permit conditions related to the
completion of all major construction activities, including the purchase of all
materials and equipment required for project construction and startup. Project
engineering shall be advanced to a level of (100 %) completion to serve as the
sufficient basis for project bidding and subsequent construction.
Task 3.5 Construction Bidding
The CITY will complete construction technical specification and bid documents for
the PROJECT in two phases; first for the injection wells and infrastructure and then
for the water treatment plant and infrastructure.
The preparation and advertisement of the Request for Bids (RFB's) for the
PROJECT construction selection of the two phases will be completed by the CITY.
Task 4 - Construction and Testing
The CITY will complete the construction of this PROJECT in accordance with the final permitted
design plans and contract documents. The CITY will conduct operational testing of the
PROJECT facilities in accordance with the permit(s).
The CITY will oversee the operational testing of the PROJECT facilities in accordance to the
permit(s).
Task 5 - Construction Engineering and Inspection (CEI)
Task 5.1 Construction Progress Meetings
The CITY will attend the pre- construction meeting with the contractor and monthly
construction meetings.
Task 5.2 Inspections
The CITY will monitor all phases of construction and complete engineering
inspections to assure the PROJECT construction conforms with the permitting
requirements. The DISTRICT will be provided copies of all inspection documents,
photographs, and certifications of construction completion when they are received.
Page 4 of 8
Task 6. Public Outreach and Education
The CITY shall continue to perform public outreach and communications activities to promote
the project in accordance with the strategies and tactics identified in the CITY's report titled
Groundwater Replenishment Project, Public Outreach Summary Report, February 2014.
Additionally, under the title of Public Outreach, the CITY shall be responsible for establishing a
Technical Advisory Committee (TAC) to provide oversight on the objectives to produce a safe
purified water product and effective groundwater recharge injection process. The Public
Outreach components shall include activities described below.
Task 6.1 Technical Advisory Committee
The CITY shall assemble and convene a TAC to meet and review the PROJECT
plan technical specifications at 30% and 90% design completion. The TAC will also
provide general oversight during PROJECT construction and operation. The TAC
will consist of individuals with technical expertise in designing and permitting of
reclaimed water purification systems to potable standards, Florida groundwater
injection systems into USDW aquifers, and Public Outreach design and
administration as well as at least one citizen representative. The TAC will have the
primary objectives of reviewing the third party review report and recommendations
(see Task 2) as well as the 90% design completion, during construction and 2 years
into testing operation to determine the design is technically sound, meeting the
necessary requirements for the protection of public health and welfare. The TAC
will also determine if the planned Public Outreach and communications for the
project will be successful, resulting in public acceptance of the PROJECT. The
TAC will provide objective technical oversight during the PROJECT design,
construction and operation to help guide the CITY towards successful construction,
operation and communication of the Clearwater Groundwater Replenishment
Project. The CITY shall be responsible for all requirements and obligations set
forth in this Task 6.1, including those requirements and obligations to be performed
by the TAC.
Task 6.2 Public Surveys
The CITY will conduct public perception surveys of its citizens to measure the
effectiveness of education and outreach efforts that have occurred (pre /post
surveys) for the contract period.
Task 6.3 Website
The CITY shall measure effectiveness of the established website — tracking the
number of unique webpage views monthly to measure the number of stakeholders
using the site.
Task 6.4 Outreach and Education
The CITY shall plan a media day with local media to discuss the PROJECT.
The CITY will prepare an annual update to the February 2014 Groundwater
Replenishment Project, Public Outreach Summary Report including results from
Page 5 of 8
the above listed activities to be provided in February each year during the contract
period. The CITY will provide a draft and final report to the DISTRICT.
The CITY will provide all PROJECT - related printed /video /Internet materials to
the DISTRICT'S Contract Manager for review at least two weeks prior to printing
or public viewing /access. In addition, the DISTRICT logo and acknowledgement
of funding from the DISTRICT will be visible on all printed materials, signage,
exhibits, webpages, at presentations, special events and workshops conducted in
relation to the PROJECT.
The CITY shall conduct quarterly Public Outreach status meetings and provide
quarterly reports including updated work task schedule and timeline. The quarterly
reports should contain a written review of outreach accomplishments, number of
participants reached, number of site visits and pageviews to the project website,
survey results, material samples, photos and any other relevant information related
to the PROJECT. These reports shall start the first quarter following the Agreement
execution date. The reports are due the last day of each quarter, December 31;
March 31; June 30, and September 30, via email to the DISTRICT'S Contract
Manager. The final report shall include a summation of all interim reports, final
project overall outreach /impact numbers, program evaluation and evaluation
results with recommendations for improvement.
The CITY will incorporate a Public Education element into the Water Purification
Facility to promote the findings of the PROJECT along with other industry best
practice messaging for Water Resources and Conservation
The CITY will require involvement from their Engineering and Hydrogeologic
Consultants to coordinate as the Project Team lead with the Public Outreach
consultant.
Measurable Benefits
• The PROJECT will beneficially recharge 2.4 million gallons per day of purified reclaimed
water into the Upper Floridan aquifer on an annual average basis.
Deliverables
• Quarterly design status reports
• Minutes of kick -off, pre - application and progress meetings
• 30% design plans, technical specifications and cost estimate
• 30% design, 3rd party review report
• Design Plans, to include Measurable Benefit calculations and methodology, at 30 %, 60 %,
and 90 %design
• Engineer's opinion of probable cost at 30 %, 60 %, 90 %, proposed final design and final
construction drawings
• Technical Specifications at 60 %, 90 %, and final design
• Operation and Maintenance Plan
Page 6 of 8
• Copy of all required federal, state, and local environmental permit application packages
and final permits
• Construction bid packages for cost approval (prior to posting)
• Copy of contract with consultant and contractor (for cost approval, prior to execution)
• Copy of executed contract with consultant and contractor
• Copy of Notice -to- Proceed to Contractor
• Construction bid packages for cost approval (completed)
• Copies of construction contracts
• Copy of Construction Permits
• Digital photos of stages of construction
• Construction inspection reports and construction certification
• As -Built Survey signed and sealed by a licensed Florida professional surveyor and
mapper
• Construction record drawings, to include Measurable Benefit calculations and
methodology, signed and sealed by a professional engineer
• One (1) set, electronic and hardcopy, of any final reports including reports submitted to
FDEP
• Copies of all final Public Outreach project - related printed /video /internet materials
• Draft Annual Public Outreach Reports (Updated Version)
• Final Annual Public Outreach Reports
• Minority/Woman Owned and Small Business Utilization Report Form
• Annual Recharge Facility Report
• All water resource data will be provided in electronic format by the CITY. DISTRICT will
provide specified format.
Project Schedule
DESCRIPTION
Commence
Complete
30 Percent Design
January 27, 2015
March 1, 2016
Third Party Review
March 1, 2016
April 30, 2016
Final Design and Permitting
May 1, 2016
September 1, 2017
Construction and Testing
June 1, 2016
March 31, 2021
CEI
June 1, 2016
March 31, 2021
Public Outreach
February 1, 2016
March 31, 2021
Page 7 of 8
Project Budget
DESCRIPTION
DISTRICT
CITY
TOTAL
30 Percent Design
$425,686
$425,686
$851,372
Third Party Review
$25,000
$25,000
$50,000
Final Design and Permitting
$1,153,314
$1,153,314
$2,306,628
Construction and Testing
$11,624,200
$11,624,800
$23,248,400
CEI
$611,800
$611,800
1,223,600
Public Outreach
$500,000
$500,000
$1,000,000
TOTAL
$14,340,000
$14,340,000
$28,680,000
Key Personnel
CITY Project Manager — Robert S. Fahey, P.E.
Phone - (727) 562 -4608
DISTRICT Contract Manager — Robert O. Peterson, P.G. Phone - (352) 796 -7211, Ext. 4253
The remainder of this page intentionally left blank.
Page 8 of 8
AGREEMENT NO. 15C00000115
EXHIBIT "B"
MINORITY/WOMEN OWNED AND SMALL BUSINESS UTILIZATION REPORT
Projects receiving $100,000 or more in cooperative funding from the Southwest Florida Water Management District require the
submission of the following information within 30 days of any amendment increasing project funding and with the final invoice.
Questions regarding use of this form should be directed to Contracts Administration, Phone (352) 796 -7211 ext. 4132.
COOPERATOR:
INDICATE THE ONE CATEGORY THAT BEST DESCRIBES EACH ORGANIZATION LISTED*
BUSINESS
CLASSIFICATION
CERTIFIED MBE
NON - CERTIFIED MBE
UNKNOWN
AGREEMENT NO.:
NON - MINORITY
SMALL BUSINESS
Section 288.703(1) F.S.
AFRICAN AMERICAN
HISPANIC AMERICAN
ASIAN /HAWAIIAN
AMERICAN
NATIVE AMERICAN
AMERICAN WOMAN
AFRICAN AMERICAN
HISPANIC AMERICAN
ASIAN/HAWAIIAN
AMERICAN
NATIVE AMERICAN
AMERICAN WOMAN
PROJECT NAME:
TOTAL PROJECT COST:
NAMES OF CONTRACTORS AND
SUBCONTRACTORS UTILIZED
TOTAL AMOUNT PAID
* 0 Our organization does not collect minority status data.
Signature
16.00 -026 (01/07)
Date
Page 1 of 1
Print Name and Title