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1665 Hydro Designsp�6 O ► Thursday, May 22, 2014 �ya►8'� �,f� `1"o: City Clerk /City Manager RE: Hydro Designs Inc., Piggyback Contract Town of Lake Placid The item(s) noted below is /are attached and forwarded to your office for the following action(s): Development Order Final Plat (original mylars) Letter of Credit Maintenance Bond Ordinance Performance Bond Resolution Once completed, please: ❑ Return originals to Purchasing ❑ Return copies Special Instructions: M c,rL,s, -L From T:\Dept_ forms \City Clerk Transmittal Memo - 2009.doe ❑ Mayor's signature ❑ Recording '' C� R q1afe t� 3 kee m eputy City Manager ❑ Payment Bond ® City Manager Signature ® City Clerk Attest /Signature 114�?lt Date L4 I DocumENT APPROVAL 5/22/2014 2:43 PM P Contract Agreement Name: Hydro Designs Inc, Piggyback contract with Town of Lake Placid Finance Director J, z - z ©l Date Date Ci"KolyneY ' tl I Date Mai E Backflow Prevention Assembly Testing nd Maintenance Program Services with Hydro CCC of Florida, LLC /Hydro - Designs, Inc.) Piggyback Contract The City of Sanford ( "City ") enters this "Piggyback" Contract with Hydro CCC of yu, Florida, LLC (formerly known as Hydra- Designs, Inc., a Florida limited liability -A company, (hereinafter referred to as the "Vendor "), under the terms and conditions hereinafter provided. The City and the Vendor agree as follows: 1. The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Vendor has entered a contract with the Town of Lake Placid, Florida, said contract being identified as the "Professional Services Agreement" relating to services being described in Exhibit "A" referenced below; said original contract being referred to as the "original government contract "). 2. The original government contract is incorporated herein by reference and is attached as Exhibit "A" to this contract. All of the terms and conditions set out in the original government contract are fully binding on the parties and said terms and conditions are incorporated herein. 3. Notwithstanding the requirement that the original government contract is fully binding on the parties, the parties have agreed to modify certain technical provisions of the original government contract as applied to this Contract between the Vendor and the City, as follows: (a). Time Period ( "Term ") of this Contract: (state N/A if this is not applicable). N /A. (b). Insurance Requirements of this Contract: (state N/A if this is not applicable). N /A. (c). Any other provisions of the original government contract that will be modified: (state N/A if this is not applicable). (1). Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the original government contract, the Vendor agrees that he /she /it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's designated representative for this Contract is Paul Moore, Director of Utilities, City of Sanford, Post Office Box 1788, 300 North Park Avenue; Sanford, Florida 32771 -1778, telephone number (407- 688 -5512) and whose e -mail address is: Paul.Moore @Sanfordfl.gov. (2). Notwithstanding anything in the original government contract to the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between the parties arising out of this Contract shall be in Seminole County, Florida in the Court of appropriate jurisdiction. The law of Florida shall control any dispute between the parties arising out of or related to this Contract, the performance thereof or any products or services delivered pursuant to such Contract. (3). Notwithstanding any other provision in the original government contract to the contrary, there shall be no arbitration with respect to any dispute between the parties arising out of this Contract. Dispute resolution shall be through voluntary and non - binding mediation, negotiation or litigation in the court of appropriate jurisdiction 2 in Seminole County, Florida, with the parties bearing the costs of their own legal fees with respect to any dispute resolution, including litigation. (4). All the services to be provided or performed shall be in conformance with commonly accepted industry and professional codes and standards, standards of the City, and the laws of any Federal, State, or local regulatory. (d). All other provisions in the original government contract are fully binding on the parties and will represent the agreement between the City and the Vendor. Entered this, ay of 12014. Hydro CCC of Florida, LLC Attest: Cynthia orter, City Clerk Approved as to form and legal sufficiency. iam L. Colbert City Attorpe /,), 3 City Of Sanford By: . Norton N. Bonapa e—ar , ICMA -CM City Manager Date: 2 Exhibit "A" [Attach original government contract] This agreement, made and entered into this 17th day of July, 2013, by and between the Town O[ Lake Placid, 8 municipal corporation organized and existing under the laws Of the State of Florida, referred toGe "Town," and Hydro-Designs, Inc. 8 Florida Corporation, referred bJ8s "HD|". WHEREAS, the Town supplies D0t8b|8 water throughout its 0GnQreohic boundaries to property owners; and desires tDenter into aprof88siOn@| services contract for cross connection control program inspection, reporting and management services. VVHEAEAS. H0 is SXp8hancad in and capable of supplying professional inspection of potable water distribution systems and cross connection CODtrO| program management bJthe Town and the Town desires to engage HO| to act as its independent contractor iO its c[OS8 connection control program. WHEREAS, the Town has the authority under the laws of the State of Florida and its local governing body to enter into this professional services contract. NOW THEREFORE, in consideration of the mutual agreements herein contained, and subject to the terms and conditions herein stated, the parties agree as follows: ARTICLE 1. Purpose During the term [f this Agreement, the Town agrees hoengage H[}| as an independent contractor to provide CCC program management and device beeUnQ services and/or bzinspect as requested, its potable vV8te[ distribution system in public, reSidenU8|. CO0n[D8roia\ properties within the ConlmOunih/and document its findings. Each paMytOthis agro8rnentagrees that itvvi|| cooperate in good faith faith with the othgr, its aQ8Ota, and subcontractors to facilitate the performance Of the mutual obligations set forth in this Agreement. Both Parties to this agreement recognize and acknowledge that the information presented to them is complete and accurate, yet due to the iD8CceGSib|8 nature of water piping or due to access constraints within or around the water user's facilities, complete and accurate data is not always available. ARTICLE 11. Scope of Services The scope of services to be provided by HO| under this Agreement will include the testing compliance, data DlaO88erDent' preparation of quarterly rn8nag8rORrd reports, and annual cross C0OOe[tioD reports with [8Sp8c1 0D the device [O@D8ge[O8Dt to the 8tbeOt specifically set forth in this Article 11 (hereinafter the "Scope of Service"). 2] PROGRAM START-UP MEETING. H0 will conduct o Program Start-up Meeting for the Town Cross Connection Contnm|/Baokƒ|Dxv Prevention Program. Items for discussion include the Review state &local Establish Vvo[d\Dg and UnO8|iOaea for program nobfC8dODs including: -TagdngyJodog - Non-Compliance Notices � PoQo1 Tnwn�L�oP|un��nostonnmmionCon�opmg�mManagement - Specia|PmgramNohoes • Establish program reporting procedures • Review educational and public awareness brochures • Obtain COnlp|8te facility |iSUDg and address information N/vYotg[ n0gte[ number if possible • Establish device testing schedule for all devices 2.2 PROGRAMDATA/SOFTWARE' H0 will generate and document the required program data for the devices referenced above using the HD| HvdnuBoD Software. Program Data shall remain the property Of the Town. Data Services tOinclude: * Managing local contractors for scheduling of testing of backflow assemblies. * BackUow device installation/maintenance and testing requirements. * Monitor testing compliance. � Maintenance of program t0 comply with all FOEP requirements. * Track testable devices ° Provide color coded device test tags ~ Automatic access to all data relevant too particular facility or period Oftime w Generate the F[}EP Annual Cross Connection Control Report and supporting documents. � Bid out device testing to |Oc8| contractors. Contractors will be required to submit data tOH[>|Vn the Hyd[OSVft on-line data management system. w Manage all repair work tObaChf|ovvassemblies. � Report to Town fiO8Do8 department on R monthly basis those accounts that had completed work and what, if any, charges would be added toa water bill. 2.3 MANAGEMENT REPORTS. HD| will aubnnd management reports on a quarterly & � Testing notices sent * Device Testing forms input into Data Mgt. * Number of devices inspected/tested m Number Of devices conlp|ianVOon'c0nlp|i8nt ° KAonagorngnt reports for noUoma' inventory of devioe8, device tests, device test schedules, and device test forms. Report format will be provided as an 8|eCtn]OiC update and/or hard Copy. Electronic reports will be available in o down|oadab|a format at 2.4 PUBLIC RELATIONS PROGRAM. H0 will 8oaiet the Town with enhancing their community public [e|ahoOS program including general awareness brochures and web site cross connection control program Oven/i8vv content and resources. 2.5 ON-SITE SURVEYS. HD| will perform on-site rnoam connection control inspections at individual Cpnlnnencia|, insdtudunel, and residential water ouatnnuera served by the public water supply over a five year period. Surveys will be CDDdUCtgd in aooV[d8Dce with the containment approach as supported by the FOEP Water Bureau and as outlined in the /YWVVA M14 K88nUa|. Non-compliant cross connections will be id8nhfi8d, tracked and eliminated through (1) 8 notification process and (2) coordination with |OC8| COnt[8Cb)[s, Paye� Town �L�oP|w�dC��{onnum�nCnmm\pmg�mMo�genem 2.6 SUPPORT H0| w0 provide ongoing support via phone, fax, Skvoe 0, Go-to on-site meetings, internet or email. 2.7 ON —S[TE MANAGEMENT. H0 will provide inspections oftested devices to inaVna v vVo[krOaD8hipufSUb-cODtr@cbors. HD|viU �dSOpr0v�Bregular nnge�OgSwith sub- contractors toenSur8efhective communications between Town, HD|, sub-contractor, and customer. 2.8 COMPLIANCE WITH FDEP AND FL PLUMBING CODE. HD| will assist incompliance with FDEP and FL Plumbing Code cross connection control program requirements. 2.9 INVENTORY. HD| ohoU inventory with our database, all testable buckƒlowprevmndon d8ViuBS. Information 0Jinclude: location, size, make, model and serial number, test tag as applicable. 2.10 DATA MANAGEMENT. HC}| shall provide data management and program notices for all testing services dl[OUghOVt the contract period. C}Ve[Gi0h\ of all repair or nep\ac80o[d work will also be provided and tracked. 2.11 ANNUAL YEAR END REVIEW. H0 will conduct an on-site annual year end review meeting to discuss overall program status and specific program recommendations. 2.12 INSURANCE. HD| will provide all required copies of general liability, vvmrkons COrnpeDS8U0D and errors and onniSaiOOG insurance naming the Town as an additional insured. ARTICLE Ill. Responsibilities of the Town 3.1 TOWN'S REPRESENTATIVE. []nor before the date services are ho commence under this Agreement, the Town shall designate an authorized representative yY\UUhohzud Representative") to administer this Agreement. 3.2 PFkOPERTY/DEVYCE[ISTI0G. The Town will provide H[}|a complete list of devices tobe managed from their existing database. Information k} include facility name, address, water Mngt8[ number (if available) and phone number. Incorrect facility addresses will be returned to the Town contact and corrected address will berequested. ARTICLE IV. Term 4.1 TERM AND TERMINATION TERM. 8amicae by HD| under this Agreement shall COnn0eOCe on July 2013. and end ten (10) years from such date, unless this Agreements is renewed or terminated as provided herein. The 1eone of this Agreement shall b8 valid only upon the execution nf this agreement. 4.2 RENEWAL. This Agreement will suton1ednak/ renew for additional 1-year terms, upon written ���80e� ~the parties. Pricing for the renewed contract term may be subject to an appropriate increase based upon modifications in inspection or basting tracking requirements. Town of Lake Placid Cross Connection Control Program Management Page 4.3 TERMINATION. The Town orHD| may terminate this Agreement ai any time and onany d818 in the initial and renewal terms of this Agreement, with nr without any cause, by giving vVhibaO OndC8 of such intent to terminate to the other party at |g8St thirty (30) days prior to the effective date of termination. Notice {f the intent tD terminate shall be given iD writing by personal service, by an authorized agent, or by certified mail, return receipt requested. The Town shall pay the balance of any outstanding accounts of work performed by HDI. 4.4 BASE COMPENSATION. From July 31, 2013, the Town shall pay H0| as compensation ("Base COrDpenS3Uon") for utilization of the MydrOSoft product a lump sum O(S4S5.0Oper year. 4'5 DEVICE TESTING FEE' Afea of $35.00teatvvil| be assessed to each device. [}aviog testing fee includes device testing, Co0tn8CtO[ coordination, test form geO8rG1|OD, web service fees. software licensing f8gS. contractor oversight, repair coordination and follow- up, spot-check customer follow-up and all associated expenses related bJprogram. HD| will invoice Town on R monthly basis for tests CO[Op|et8d in the prior month. A list of cOrnp|ei8d tests will be provided no later than the nlODth following cOOlp\8boD Of the vvO[k. All fees will bB held firm through 2O14. |O years 3-1Oofthis contract prices may increase in accordance with the CPI. The fee charged for fire protection assemblies will cost more if the Town r8qUi[8G the contractor to hold separate certifications for testing fire sprinkling assemblies. 4.6 PAYMENT OF INVOICES. Upon presentation of invoices byHD|. all payments including base and other compensation shall be due and payable on the first day of each month (due date) for services will be or have been rendered. All such payments shall be made no later than thirty /30\ days after the due date. Failure to pay shall be deemed a default under this agreement. 4.7 ACCESSIBILITY. Backflow prevention device information will be completed in full only when the idgDbh/iDg information (i.8. data p|Edg' brass tag. etc.) is accessible and visible from ground level or from a fixed platform/mezzanine. 4.8 CONFINED SPACES —HO| personnel will not enter into confined spaces. ARTICLE V. Risk Management 5.1 INFORMATION. Both Parties to this agreement recognize and acknowledge that the information presented bJthem ia complete and accurate, yet due ho the inaccessible nature of water piping; complete accurate data is not always available. 5.88D\ INSURANCE. HD| currently maintains the following insurance coverage's and limits: Comprehensive General Liability Excess Umbrella Liability Automobile Liability (Combined Single Limit) Worker's Compensation/ Employer's Liability Errors and Omissions Town of Lake Placid Cross Connection Control Program Management occurrence Aggregate $1 Million $2 Million $5 Million $5 Million $1 Million $1 Million $2 Million $2 Million Page Within thi�/��e�[d���s���ep '�'N0s�|����e��\� ' � � satisfactory � proof of such insurance, and each policy � wiU require 8 " 'notice Of cancellation Do be given no the Town while this Agreement /s \n effect. Th8�Roo' c' eo wiUbeiO8ff8ctEdUle time H0 begins working for the Town. The Town Sh8U be Da[nad as an additional insured according to its interest under the general liability policy during the term 0f this Agreement. 5.4 ENTIRE AGREEMENT AMENDMENTS. This Agreement contains the entire Agreement between the Town and HD|. and supersedes all prior or contemporaneous communications, rep[egentadon8, understandings, or agreements. This Agreement may be modified only bye written amendment signed by both parties. 5.5 HEADINGS, ATTACHMENTS, AND EXHIBITS. The heading contained in this Agreement is for reference only and ghRU not in any VV8y affect the meaning or interpretation Of this Agreement. The Attachments and Exhibits 10 this Agreement shall be construed aeon integral part Of this Agreement. 5.0 WAIVER- The failure on the part of either party to enforce its rights as to any provision of this Agreement shall not ba construed aS8waiver of its rights tO enforce such provisions inthe future. 5.7 ASSIGNMENT. This Aonaunlant shall not be assigned by either party without the phcv VYhUgD consent of the other UD|aos such @8SDnnnent shall be to the affiliate Dr successor Vf either party. 5.8 FORCE K&AJE0RE'A party's performance under this Agreement shall be excused if, and to the extent that, the party is unable to perform because 0f actions due [ocauses beyond its r88GDOab|8 control such @S. but not limited kJ' Acts Of God, the acts Of civil or military authority, |OSS Of potable VY@t8r GVVMC8S' VV8te[ system oon1anliOadiOn, floods, qU@naDbn8 F8st[iCdonS. riot, strikes, corDrO8rCi@| impossibility, fires exp(OSio0S, bombing, and all such interruptions Of buainess, oaeuakige' evento, or circumstances reasonably beyond the control of the party obligated to perform, whether such other causes are related or unr8|Gted, similar ordissimilar, to any Of the foregoing. |R the event Ofany such force rn 'eu[e.thepartyun8b|etoperfornlGhaU promptly notify the other party Ofthe existence Of such force nn 'eure and shall be required to resume performance Of its obligations under this Agreement upon the termination of the aforementioned force nn 'eure. 5.9 AUTHORITY TO CONTRACT. Each party warrants and represents that it has power authority to enter into this Agreement and to perform the obligations, including any payment obligations, under this Agreement. 5.10 GK7lfEN0YNG LAW AND VENUE. This Agreement shall ba governed by and construed in accordance with the |ovVs of the State of Florida, regardless of the fact that any Of the parties hereto may beor may become o resident ofa different state orjurisdiction. Any suit O[action arising shall be filed in 8 Court of competent jurisdiction within the State of Florida; venue shall be in Highlands CoUO\y, Florida. The pGrU8S hereby consent to the p8rGDDa| 'UhSdiCUOD of said court within the @t8[8 Of Florida. 5.11 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Town of Lake Placid Cross Connection Control Program Management Page 5.12 NOTICES. All notices, requasts, denlands, payments and other communications which are required Or may be given under this Agreement shall be in vvhUng and nheU be deemed to have been duly given if delivered personally, 0e|ecopied or sent by nationally recognized overnight carrier, or [O8i|8d by Certified mail, postage prepaid, return receipt requested, as If to H[}|: Hydro Designs, Inc. c/o Mark Martin 57OO Crooks Road, Ste. 1OO Troy, MI 48098 (248) 250-5000 (248) 25D-5O55fax IfboTown: Gary V. Freeman — O\reotorofUUlities Town VfLake Placid 311 West Interlake Blvd. Lake Placid, Florida 33852 5.10 SEVERAB(L[[Y. Should any part Of this Agreement for any reason, be declared invalid or vnid, such declaration will not affect the remaining portion which will nanl8|n in full force and effect as if the Agreement has been executed with the invalid portion eliminated. |N WITNESS WHEREOF, the parties have duly executed this Agreement effective 8sof the date first above written. Town of Lake Placid, FL Date: Attest: By: L McQueen Small Its: Town Clerk Town of Lake Placid Cross Connection Control Program Management Hydro-Designs, Inc. By: Date: 174 20/3 Page 6 Corporate Headquarters 5700 Crooks Rd., Ste. 100 Troy, MI 48098 800.690.6651 toll free 248.250.5000 phone 248.786.1789 fax www.hydrodesignsinc.com April 9, 2014 Paul Moore City of Sanford 300 N. Park Ave Sanford, FL 32771 Dear Mr. Moore: Wisconsin Office 200 South Executive Dr., Ste. 101 Brookfield, WI 53005 Florida Office 640 Jubilee Street Melbourne, FL 32940 ,A,, o ?F; yakoDesigns Per our conversation today, I have prepared a proposal to manage your cross connection control (CCC) program for your utility; based upon information provided at previous meetings and a conversation today with Mr. Marlon Hooks. This proposal was assembled to develop a Water Protection Program to meet your specific Municipal Cross - Connection Control Program needs. Also, included within this package is our standard Professional Services Agreement. For your convenience, this presentation has been divided into 4 sections. They include: ♦ Background ♦ Scope of Work & Fees ♦ Staff ♦ Professional Services Agreement This proposal is based upon completing inspections on an annual basis and administering backflow prevention assembly testing notification & recordkeeping. A detail of our scope of work is listed on page two of the attached proposal. This proposal is based upon a period of 60 months. Please note that the number of facility inspections may vary upon your budget requirements or needs. We sincerely appreciate the opportunity to quote our services to you. If you have any questions please feel free to contact me at 321 - 794 -5010 or via email at Ilabute ,hydrodesignsinc.com. We look forward to working with you and the City of Sanford. Regards, Larry J. La Bute Hydro Designs, Inc. Proposal April 9, 2014 Paul Moore City of Sanford 300 N. Park Ave. Sanford, FL 33916 Hydro Designs, Inc. Background 1 Scope of Work & Fees 2 Staff 3 Professional Services Agreement 9 "Our Goal is Cost Effective Compliance" We Keep Drinking Water Safe....." Hydro Designs, Inc. (HDI) is a consulting firm that has developed a unique niche in the maintenance of drinking water quality and protection from backflow which is the core of our business. Over the past 31 years our employees have established highly efficient procedures for inspecting, reporting, and maintaining water and other distribution systems. Our corporate mission is: "We keep drinking water safe. We make people aware of the inherent risks and associated compliance issues related to water and other distribution systems. Our goal is cost effective compliance." City of Sanford CCC Inspection Program Page 1 Executive Summary Program Recommendations This project is to provide program management services for an on -going Cross - Connection Control Program currently operated by the City of Sanford. These services will be provided to ensure compliance with the Florida Department of Environmental Protection (FDEP) regulations for backflow prevention devices, assembly testing and recordkeeping. Once this project has been approved and accepted by Sanford and HDI, you may expect completion of the following elements on an annual basis. The components of the project include: 1. Conduct a project start -up meeting with the Sanford Cross Connection Control / Backflow Prevention Program staff. 2. Provide data transfer template for approx. 3000 existing commercial backflow prevention assemblies from existing Tokay software database to the HDI database 3. Generate and document the required management data for the devices noted above. 4. Maintain all data on an on -line system that enables City staff to monitor and generate reports as desired. 5. Provide full -time, toll -free phone support for customer questions by an American Society of Sanitary Engineers (ASSE) trained and certified individual. Phone will be staffed during normal business hours Monday through Friday. An automatic message service will be provided for after hour calls. 6. Coordinate and manage the testing of all testable backflow prevention devices in accordance with FDEP requirements. Services to include testing notification, requirements, receipt of executed test report, and maintenance of all testing data. HDI will prepare a bid for local contractors to establish pricing and credentials for testing /repair of all testable assemblies and installation of new assemblies. HDI will coordinate with lowest bidders for the testing of all devices. Facilities will be tracked to ensure compliance with testing requirements. 7. Ensure that all new backflow prevention assemblies that are installed are properly entered into the HydroSoft database. 8. Provide spot checks for device testers. HDI will visually inspect tested assemblies for the presence of current test tag and verification of field data gathered by device tester. 9. Provide on -site inspections to determine the degree of hazard and collect relevant site data, i.e., meter number, secondary water systems, business type, existing protection, contact data, etc... Inspections will be completed by a TREEO certified backflow prevention inspector. 10. Send a minimum of one mailing to all customers to advise /educate on the CCC testing program modifications. Letter will be sent on City of Sanford letterhead and be pre- approved prior to sending. Letter will give customers the option to "opt out" of program if they wish to have their own device tested. City of Sanford CCC Inspection Program Page 2 Executive Summary (cont'd) 11. Evaluate existing Sanford Cross Connection Control Ordinance and provide updated language as necessary to ensure up to date compliance with all relevant FDEP regulations and plumbing code. 12. Provide progress review meetings with the Sanford designated representative to discuss the program status and specific recommendations as requested. 13. The cost below includes all "time and travel' expenses for the entire project. 14. HDI will provide an ASSE certified individual to provide Sanford staff training and coordination at time of project start -up. This individual will be the program manager and will remain available throughout this project to maintain effective communication between Sanford staff and HDI. HDI will also provide a TREEO certified field support technician for day -to -day on -site needs, tester quality control, tester communications, inspector assistance, and to ensure overall effective communications between Sanford staff, HDI, and testers /installers. 15. HDI will provide a full time person to coordinate all activities with contractors for testing, repair, replacements, and new installations. 16. Assist the City of Sanford with establishing a community wide public relations program including public informational meetings, tester meeting to explain Sanford CCC program, general awareness brochures, newsletter language, and web site cross connection control program overview content and resources. 17. Provide an annual report with a summary of all data generated throughout the year. The FDEP Annual Report will be completed and ready for submission along with all back -up data. Test reports for the year will be downloaded on a CD for long term storage and ease of data management and retrieval. Annual Fee: $495.00 Site Inspection Fee: $25 /inspection Device Testing Fee: $35 1test (repair not included) Fire Line Testing Fee: $100 /test (repair not included) HDI will invoice for completed tests on a monthly basis. Invoice will include an electronic listing of addresses that have had their assembly(s) tested. Invoice would be equal to the number of assemblies tested multiplied by the agreed upon testing charge determined after bid. City of Sanford CCC Inspection Program Page 3 Qualifications Hydro Designs, Inc. is a professional service organization that specializes in Cross Connection Control Programs. Since 1983 we have assisted municipal clients and water utilities with the development, implementation, and maintenance of CCC programs. Cross Connection Control Program Management & Training is the main core and focus of our business. We are passionate about providing water utilities and local communities with a cost effective and professionally managed cross connection control program in order to assist in protecting the public water supply. • HDI conducts over 30,000 Cross Connection Control Inspections annually. • HDI tracks and manages over 250,000+ backflow prevention assemblies for our Municipal client base. • Our highly trained staff works in an efficient manner in order to achieve maximum productivity and keep program costs affordable. We have a detailed system and process that each of our field inspectors follow in order to meet productivity and quality assurance goals. • Our municipal inspection team is committed to providing outstanding customer service to the water users in each of the communities we serve. We teach and train customer service skills in addition to the technical skills since our team members act as representatives of the community that we service. • Our municipal inspection team has attended training classes and received certification from the following recognized Cross Connection Control Programs: OF TREED, UW- Madison, USC — Foundation for Cross Connection Control and Hydraulic Research, American Backflow Prevention Association (ABPA), American Society for Sanitary Engineering (ASSE). HDI recognizes the importance of Professional Development and Learning. We invest heavily in internal and external training with our team members to ensure that each Field Service and Administrative team member has the skills and abilities to meet the needs of our clients. • We have a trained administrative staff to handle client needs, water user questions and answer telephone calls in a professional, timely and courtesy manner. Our administrative staff can answer most technical calls related to the cross connection control program and have attended basic cross connection control training classes. If our administrative staff cannot answer a technical question, HDI program managers will intervene and respond in a timely manner to the customer needs. • HDI currently serves over 250 communities in Michigan, Wisconsin, Virginia, Delaware, Maryland, and Florida. We still have our first customer! • HDI staff and company are active members in many water industry associations including: National Rural Water Association, State Rural Water Associations, National AWWA, State AWWA Groups, HDI is committed to assisting these organizations by providing training classes, seminars and assistance in the area of Cross Connection Control. • Our Industrial Division assists in managing Cross Connection Control Programs for several automobile manufacturers and related industrial facilities. Other City of Sanford CCC Inspection Program Page 4 Qualifications (continued) Fortune 500 companies have relied on HDI to provide Cross Connection Control Surveys, Program Management & Reporting to assist in meeting state /local regulations as well as internal company guidelines. Regulatory Approach During our 31 year history Hydro Designs Inc. (HDI) has been closely involved with the regulators of the States in which we work. In Florida, HDI has worked closely with the FDEP to ensure our training programs accurately explain the requirements of the FDEP with respect to Cross Connection Control. HDI attended the recent cross connection control rules changes public forum and is aware of modifications to existing rules that have been proposed. In Michigan, Florida, Delaware, Virginia, and Wisconsin, HDI has conducted cross connection control training classes for the regulatory agencies and personnel responsible for administering and enforcing the state programs. We strive to keep the regulatory agencies & other stakeholders (plumbing & health agencies if applicable) updated on the work and methods that we utilize in a given community when managing a cross connection control program. Cooperation and communication among all parties and citizens is essential in order to have a successful program. City of Sanford CCC Inspection Program Page 5 References HDI manages CCC Programs for over 19 Wisconsin, Delaware, Virginia, and Maryland. clients whom you may wish to contact regarding David C. Ponitz, P.E. — Utilities Manager City of Ormond Beach - Florida 386- 676 -3230 Pon itz ormondbeach.org Kevin R. McGee, Superintendent City of Cape Coral - Florida 239 - 574 -0851 kmegee@capecoral.net Mr. Clay Shrum Spring Lake Improvement District - Florida (863) 443 -1617 cshrum _springlakefl.com Mr. James T. Molaschi Assistant Utility Director City of Cooper City 954 - 434 -5519 jmolaschi(a)-coopercityfl.org 0 communities in Florida, Michigan, Below are the names of a few of our our services: Mr. Joel Lemke, GIS- Cross Connection Control Program Manager City of Stevens Point — Wisconsin (715) 345 -5260 jlemke(a�choiceonemail.com City of Sanford CCC Inspection Program Page 6 Professional Associations & Organizations At Hydro Designs, we are citizens of our industry. HDI Associates are active members of the following professional organizations: • American Backflow Prevention Association (ABPA) www.abpa.org • American Public Works Association (APWA) www. apwa. net • American Society of Sanitary Engineers (ASSE) www.asse- plumbing.org • American Water Works Association (AWWA) www.awwa.org (Corporate Member) • Florida Rural Water Association (FRWA) www.frwa.net • International Association of Plumbing & Mechanical Officials (IAPMO) www.iapmo.org • League of Wisconsin Municipalities http: / /www.lwm- info.org/ • Michigan Municipal League (MML) www.mmi.org (Associate Member) • Michigan Rural Water Association (MRWA) www.mrwa.net • Michigan Section (MI -AWWA) www.mi-water.org • National Rural Water Association (NRWA) www.nrwa.orq (Corporate Member) • University of Southern California Center for Cross Connection Control & Hydraulic Research (USCCFCCC &HR) www.usc.edu/dept/fcchr City of Sanford CCC Inspection Program Page 7 Staff Glenn Adamus Vice President Operations Mr. Adamus has been with HDI for over nine years and is responsible for all field operations. He is conversant in Federal, State and Industry drinking water regulations /guidelines as they apply to water quality management practices. Mr. Adamus holds a B.S. in Biochemistry and a Masters of Science in Environmental Science from the University of Michigan. He has performed various water quality analysis and system management projects including water system quality - characterization studies, water main disinfections, Legionella bacteria management consultation, Industry and Municipality Compliance Testing (Stage 2 DBPR, Lead and Copper Rule), and has been involved in industry and municipal cross connection control programs for over seven years. In addition to his field experience, Mr. Adamus has the following certifications /training: • Michigan Department of Environmental Quality (MDEQ) Water Bureau, Soil Erosion & Sedimentation Control Certification, Part 91 — Feb. 2005 • Michigan Department of Environmental Quality (MDEQ) Water Bureau, Certified Construction Site Storm Water Operator Certification — 2005 • Michigan Department of Environmental Quality (MDEQ) Water Bureau, Certified Industrial Site Storm Water Operator Certification — 2005 • Wisconsin Department of Commerce - Cross Connection Control /Backflow Prevention Assembly Testing Certification, March 2007 • Wisconsin Department of Commerce - Cross Connection Control Surveyor Certification, March 2009 • ASSE Certified Backflow Prevention Program Manager Paul Patterson Director, Municipal Division Mr. Patterson is responsible for facility inspections and data input for several of our community clients (mainly Wayne Sebring). Paul identifies hazards, determines present and potential backflow possibilities, and recommends appropriate protection measures. Paul has over 10 years experience in water distribution, backflow prevention & cross connection control. Paul was a member of the U.S. Air Force and was responsible for implementing a cross connection control program and providing backflow testing and repair services for an Air Force Base. In addition to his field experience, Mr. Patterson has the following certifications /training: • AWWA — 2001 Backflow Prevention Tester License City of Sanford CCC Inspection Program Page 8 Staff (cont'd) • ASSE /TREED Certified Backflow Prevention Device Tester & Inspector, Backflow Prevention Program Manager • U.S. Air Force —1995 Backflow Prevention Course Utilities System Apprentice School Gregory M. Hooper Program Coordinator - Florida, Municipal Division For 21 years Greg worked at the Kennedy Space Center. He was responsible for overseeing their water and wastewater systems. One of his primary responsibilities was to oversee the management of the backflow prevention program for the entire KSC. He supervised and coordinated activities of a team of workers and certified operators in the maintenance and operation of water systems and was responsible for the management of routine and non - routine tasks related to O &M of the water /wastewater (domestic & industrial) treatment facilities, plumbing, fire suppression and fire pump systems on the KSC and Cape Canaveral Air Force Station. • Education: Bachelors of Engineering Technology — University of Central Florida • Military: US Army 1970 — 1973 Unit Supply Specialist — Honorable Discharge • Licenses & Certifications: Class B Wastewater Opertor Class C Water Operator OSHA General Industry Safety Cross - Connection Control Tester & Instructor ( TREEO) NICET 1 Fire Suppression Systems Inspector Hazardous Waste & Small Spill • Affiliations: University of Florida TREEO Certifications Florida Water & Pollution Control Operators Association American Water Works Association — Florida Chapter ABATE of Florida, Brevard Co. Chapter — Sgt. At Arms • Awards & Honors: Space Flight Awareness Award (NASA) Certificates of Achievement (NASA - multiple awards) Pro - Active Maintenance Awards (RCM Management Team NASA -BOC) Public Service Group Achievement Award (NASA) City of Sanford CCC Inspection Program Page 9 WISCONSIN TEAM Barry Wa Dter Open I MaLaren PragramAdvisor ProoromAdvisa, r,on Training /Sales Training /Sales .,d-Atlantic Region 1,11-IN-OH-Canado 18years VIRGINIA/MDTEAM FLORIDATEAM Field S rviccs 0"" 00 John ot"' eg Ho Pru��rarn 11.1d Manager �rldNtn.�g.r 1 Survey,, / lw�pectians 1 Year I Year MICHIGAN TEAM [�� I Craig Wolf Director - wl OPS 3Years I Al Roller Jerry Rugg F 'ejdSem�c"` FieldServic s Licensed Journeyman Large Complex Plumber Facilities SY(AaJS 5 Yea F.s DJ Schneider Dan Der fler Field SoNkef rleldServices ticonsed Plumbing & licensed Bid. Bldg, Inspector inspector 3 Years 2 years Rick Kinney Scott Mitchell Fled Services field Services 25 Years 20 Years Water ubhty/Dplo; Water Ublity/DPW I Year New Hire 13=15AICI, KellySterken Client Care Manager 5 Years N: Hire Paul Patterson Director 7 Years - Hot Years Air Force Base CCC Program Mgr. Jahn [ratite Field services 24 Years Mark Shalawylo Freld Services 9 Years Gary Bendes Field Services 4 Years HOI M Years Water Utility and CCC Program Mgt. Field Services 20 Years Water UnNy and John Moe Field Services 18 Years i Jerry Ayers Fiefdkrvicps 8 Years Steve Oleskievvict Field Services 8 Years - Hot 20 Years Water Utility and CCC Inspection Bill Alttama Field Services 20Yean Plumbing Experience Certifications / Training N 5V A gp*gg"g, CENTER If �iv CkBtorner Sepike conlpll:mce Report" Administration Ryon Hensley Edward Aufemth Client Care Mow9er Leadership Team 7Years Executive Bethany Patterson Data Management Larry J. to Buto Founder /CEO 27 Year. Moil L Martin, CIA 5 Years John "uIalk DanWelmnan cusm—tservice so. t up Presirlent 30 years y "later Utility VP- ORerotfons °a` ""'r 12 Years 11 Yaars Sales, Training & Regulatory Compliance Advisors Barry Wa Dter Open I MaLaren PragramAdvisor ProoromAdvisa, r,on Training /Sales Training /Sales .,d-Atlantic Region 1,11-IN-OH-Canado 18years VIRGINIA/MDTEAM FLORIDATEAM Field S rviccs 0"" 00 John ot"' eg Ho Pru��rarn 11.1d Manager �rldNtn.�g.r 1 Survey,, / lw�pectians 1 Year I Year MICHIGAN TEAM [�� I Craig Wolf Director - wl OPS 3Years I Al Roller Jerry Rugg F 'ejdSem�c"` FieldServic s Licensed Journeyman Large Complex Plumber Facilities SY(AaJS 5 Yea F.s DJ Schneider Dan Der fler Field SoNkef rleldServices ticonsed Plumbing & licensed Bid. Bldg, Inspector inspector 3 Years 2 years Rick Kinney Scott Mitchell Fled Services field Services 25 Years 20 Years Water ubhty/Dplo; Water Ublity/DPW I Year New Hire 13=15AICI, KellySterken Client Care Manager 5 Years N: Hire Paul Patterson Director 7 Years - Hot Years Air Force Base CCC Program Mgr. Jahn [ratite Field services 24 Years Mark Shalawylo Freld Services 9 Years Gary Bendes Field Services 4 Years HOI M Years Water Utility and CCC Program Mgt. Field Services 20 Years Water UnNy and John Moe Field Services 18 Years i Jerry Ayers Fiefdkrvicps 8 Years Steve Oleskievvict Field Services 8 Years - Hot 20 Years Water Utility and CCC Inspection Bill Alttama Field Services 20Yean Plumbing Experience Certifications / Training N 5V A gp*gg"g, CENTER If �iv CkBtorner Sepike conlpll:mce Report" Administration Ryon Hensley Edward Aufemth Client Care Mow9er 7Years Compliance Repasts Bethany Patterson Data Management Client Care Manager 7 Years TonyAvarbock DanWelmnan cusm—tservice so. t up 10 years 30 years y "later Utility Tracy 9upiewski Customer Service - — 3 Years F Sharon McMahon Ang Karen Hanson 6 yeafs Custamerservice New Hire Notice generation, scheduling, database management, recordkeeping, customer service inquiries, telephone support, fiDl utilizes XC2 - Web Based Saftwore for database administration City of Sanford CCC Inspection Program Page 10 This agreement, made and entered into this — day of , 2014, by and between the City of Sanford, a municipal corporation organized and existing under the laws of the State of Florida, referred to as "City," and Hydro CCC of Florida, LLC a Florida corporation, doing business as Hydro Designs, Inc. referred to herein as "HDI ". WHEREAS, the City supplies potable water throughout its geographic boundaries to property owners; and desires to enter into a professional services contract for cross connection control program inspection, reporting and management services. WHEREAS, HDI is experienced in and capable of supplying professional inspection of potable water distribution systems and cross connection control program management to the City and the City desires to engage HDI to act as its independent contractor in its cross connection control program. WHEREAS, the City has the authority under the laws of the State of Florida and its local governing body to enter into this professional services contract. NOW THEREFORE, in consideration of the mutual agreements herein contained, and subject to the terms and conditions herein stated, the parties agree as follows: ARTICLE I. Purpose During the term of this Agreement, the City agrees to engage HDI as an independent contractor to inspect its potable water distribution system in public, commercial and industrial facilities within the community and document its findings. Each party to this agreement agrees that it will cooperate in good faith with the other, its agents, and subcontractors to facilitate the performance of the mutual obligations set forth in this Agreement. Both Parties to this agreement recognize and acknowledge that the information presented to them is complete and accurate, yet due to the inaccessible nature of water piping or due to access constraints within water user's facilities, complete and accurate data is not always available. ARTICLE II. Scope of Services The scope of services to be provided by HDI under this Agreement will include the inspections, testing compliance, preparation of quarterly management reports, and annual cross connection reports with respect to the Facilities to the extent specifically set forth in this Article II (hereinafter the "Scope of Service "). Should other reports be included within the scope of services, the same shall be appended to this Agreement as Exhibit 1. 2.1 PROGRAM START -UP MEETING. HDI will conduct a Program Start-up Meeting for the City Cross Connection Control /Backflow Prevention Program. Items for discussion include the following: Review state & local regulations Establish wording and timeliness for program notifications including: - Non - Compliance Notices - Penalty/ "Shut- Off'Notices - Special Program Notices • Prioritize Inspections – (i.e. City Buildings, Schools, High Hazard Facilities) City of Sanford CCC Inspection Program Page 11 • Establish procedures and protocol for addressing specific inspection situations • Establish program reporting procedures • Review educational and public awareness brochures • Obtain complete facility listing and address information w /water meter number if possible • Establish facility inspection schedule • Specific data to be collected at each location 2.2 INSPECTIONS. HDI will perform inspections at individual industrial, commercial, institutional facilities and miscellaneous non - residential and residential water users within the City served by the public water supply for cross - connections and identification of existing backflow prevention assembly installations. Inspections will be conducted in accordance with external inspection approach supported by the FDEP Water Bureau and as outlined within the AWWA M14 Manual, Second Edition. • Inspection — The HDI inspector will identify existing backflow prevention devices at the city water meter. Those locations with an existing containment device would also be evaluated for external irrigation backflow prevention devices for testing and tracking and for secondary water systems. 2.3 INSPECTION SCHEDULE. HDI shall determine and coordinate the inspection schedule. Inspection personnel will check in /out on a daily basis with the City designated contact person. Initial check in to include a list of inspections scheduled. 2.4 PROGRAM DATA. HDI will generate and document the required program data for the facilities listed above using the HDI Software Data Management Program. Program Data shall remain property of the City; however, the HydroSoft On -Line Software Data Management program shall remain the property of HDI. Data Services to include: • Prioritizing and scheduling of inspections. • Backflow device installation and testing requirements • Monitor inspection and testing compliance. • Maintenance of program to comply with all FDEP requirements. 2.5 MANAGEMENT REPORTS. HDI will ensure that management reports are available on an on -line basis. Reports include: • Program Summary Report • Inspection Report • Device Testing Report • Custom Reports as requested by the City 2.6 REVIEW OF CROSS - CONNECTION CONTROL ORDINANCE. HDI will review the current cross - connection control ordinance to ensure compliance with all State of Florida regulations and codes. 2.7 PUBLIC RELATIONS PROGRAM. HDI will assist the City to establish a community wide public relations program including general awareness brochures and web site cross connection control program overview content and resources. 2.8 SUPPORT. HDI will provide ongoing support via phone, fax, internet or email. City of Sanford CCC Inspection Program Page 12 2.9 FACILITY TYPES. The facility types included in the program are as follows: • Industrial • Institutional • Commercial • Miscellaneous Non - residential water users • Residential 2.10 INSPECTION TERMS. HDI will perform on -site facility inspections over a five (5) year contract period. Inspections completed may vary due to accessibility. The number of inspections will be determined by the City of Sanford. Initial inspections will be completed at the identified sites that represent the highest hazard to the public water system. 2.11 COMPLIANCE WITH FDEP AND FL PLUMBING CODE. HDI will assist in compliance with FDEP and FL Plumbing Code cross connection control program requirements for all water customers. 2.12 INVENTORY. HDI shall inventory all existing containment/service line backflow prevention assemblies. Information to include: location, size, make, model and serial number, test tag as applicable. Other external, testable backflow prevention devices that are identified during an on -site inspection will also be added to the location inventory. 2.13 DATA MANAGEMENT. HDI shall provide data management and program notices for all testing services throughout the contract period. 2.14 ANNUAL YEAR END REVIEW. HDI will conduct an on -site annual year end review meeting to discuss overall program status and specific program recommendations. 2.15 CROSS CONNECTION CONTROL BROCHURES. HDI will provide cross - connection control educational brochures to the City of Sanford for a fee of $75 per piece. Brochures will provide general educational material on backflow prevention and are appropriate for any type of location, commercial or residential. 2.16 INSURANCE. HDI will provide all required copies of general liability, workers compensation and errors and omissions insurance naming the City as an additional insured if required. ARTICLE III. Responsibilities of the City 3.1 CITY'S REPRESENTATIVE. On or before the date services are to commence under this Agreement, the City shall designate an authorized representative ( "Authorized Representative ") to administer this Agreement. 3.2 COMPLIANCE WITH LAWS. The City, with the technical and professional assistance of HDI, shall comply with all applicable local, state, and federal laws, codes, ordinances, and regulations as they pertain to the water inspection and testing and shall pay for any capital improvements needed to bring the water treatment and delivery system into compliance with the aforementioned laws. City of Sanford CCC Inspection Program Page 13 3.3 NOTICE OF LITIGATION. In the event that the City or HDI has or receives notice of or undertakes the prosecution of any actions, claims, suits, administrative or undertakes the prosecution of any actions, claims, suits, administrative or arbitration proceedings, or investigations in connection with this agreement, the party receiving such notice or undertaking such prosecution shall give the other party timely notice of such proceedings and will inform the other party in advance of all hearings regarding such proceedings. 3.4 FACILITY LISTING. The City must provide HDI a complete list of facilities to be inspected. Information to include facility name, address, water meter number (if available) and phone number. (Electronic file format such as Microsoft Excel preferred.) Incorrect facility addresses will be returned to the City contact and corrected address will be requested. (/f City is unable to provide and electronic file /format of facility address information at program start -up, an administrative fee of $80 1hour will be charged to input the necessary database address information and an invoice will be sent for the hours performed to complete the data input process.) 3.5 LETTERHEAD /LOGO. The City should provide HDI with City letterhead or electronic file copy of logo for mailing testing notices for the program. ARTICLE IV. Term 4.1 TERM AND TERMINATION TERM. Services by HDI under this Agreement shall commence on (date), and end five (5) years from such date, unless this Agreements is renewed or terminated as provided herein. The terms of this Agreement shall be valid only upon the execution of this agreement within 90 days of its receipt. Failure to execute this Agreement within the 90 day period shall deem the proposed terms void. 4.2 RENEWAL. This Agreement will automatically renew for additional 1 -year terms, unless either party notifies the other in writing prior to sixty (60) calendar days before the end of this Agreement. Pricing for the renewed contract term may be subject to an appropriate increase based upon modifications in inspection numbers and COLA. 4.3 TERMINATION. The City or HDI may terminate this Agreement at any time and on any date in the initial and renewal terms of this Agreement, with or without any cause, by giving written notice of such intent to terminate to the other party at least thirty (30) days prior to the effective date of termination. Notice of the intent to terminate shall be given in writing by personal service, by an authorized agent, or by certified mail, return receipt requested. The City shall pay the balance of any outstanding accounts of work performed by HDI. 4.4 BASE COMPENSATION. From (date) , the City shall pay HDI as compensation ( "Base Compensation ") for labor, equipment, material, supplies, and utilities provided and the services performed pursuant to this Agreement, the sum of $25.00 per inspection. An invoice will be sent on a monthly basis along with a listing of completed inspections for the prior month. In addition, HDI will charge an annual fee of $495.00 for access to the HydroSoft software program. DEVICE TESTING FEE. A fee of $35 /test will be assessed to each potable line device and $100 /test for each fire line device. Device testing fee includes device testing, contractor coordination, test form generation, web service fees, software licensing fees, contractor oversight, repair coordination and follow -up, spot -check customer follow -up after repair, and all associated expenses related to program. Repair costs are in addition to the testing fees City of Sanford CCC Inspection Program Page 14 and are charged directly to the customer. HDI will invoice City on a monthly basis for tests completed in the prior month. A list of completed tests will be provided no later than the month following completion of the work. All fees will be held firm through 2015. In years 3 — 10 of this contract prices may increase in accordance with the CPI. 4.5 PAYMENT OF INVOICES. Upon presentation of invoices by HDI, all payments shall be due and payable on the first day of each month (due date) for which services will be or have been rendered. All such payments shall be made no later than thirty (30) days after the due date. Failure to pay shall be deemed a default under this agreement. For any payment to HDI which is not made within thirty (30) calendar days after the due date, HDI shall receive interest at one and one -half (11/2) percent per month on the unpaid balance. 4.6 CHANGES IN SCOPE OF SERVICES. In the event that the City request and HDI consents to perform additional work or services involving the consulting, management, operation, maintenance, and repair of the City's water delivery system where such services or work exceeds or changes the Scope of Services contemplated under this Agreement, HDI shall be provided additional compensation. Within thirty (30) calendar days from the date of notice of such additional work or services, the parties shall mutually agree upon an equitable sum for additional compensation. This amount shall be added to the monthly sum effective at the time of change in scope. Changes in the Scope of Service include, but are not limited to, requests for additional service by the City, additional costs incurred in (a) treating Abnormal or Biological Toxic Materials; (b) disposing of process residue; (c) meeting new or changed government regulations or reporting requirements, including changed effluent or potable water standards which increase the cost of operating the Facilities; (d) arising from construction or medication of the Facilities, or (e) expenditures for Capital Improvement and Capital Repairs. 4.7 CLIENT CONFIDENTIALITY. All communications between HDI and the City regarding business practices and other methods and forms of doing business will be considered confidential, subject to the requirements of the Freedom of Information Act. 4.8 ACCESSIBILITY. Backflow prevention device information will be completed in full only when the identifying information (i.e. data plate, brass tag, etc.) is accessible and visible from ground level or from a fixed platform /mezzanine. 4.9 CONFINED SPACES — HDI personnel will not enter into confined spaces. ARTICLE V. Risk Management 5.1 INFORMATION. Both Parties to this agreement recognize and acknowledge that the information presented to them is complete and accurate, yet due to the inaccessible nature of water piping; complete accurate data is not always available. 5.2 INDEMNIFICATION. HDI agrees to and shall hold the City, its elected and appointed officers, and employees harmless from any liability for claims or damages for personal injury or property damage which is caused by or arises from the sole negligence of HDI in the performance of its services under this Agreements. The City agrees to and shall hold HDI, its officers, and employees harmless from any liability for claims or damages for personal injury or property damage which is caused by, or arises from, the sole negligence of the City. In the event that both HDI and the City are found by a fact finder to be negligent and the negligence of both is a proximate cause of such claim for damage, then in such event each party shall be responsible for the portion of the liability equal to its comparative share of the total negligence. City of Sanford CCC Inspection Program Page 15 HDI's liability to the City for any loss, damage, claim, or expense of any kind or nature caused directly or indirectly by the performance or non - performance of obligations pursuant to this Agreement shall be limited to general money damages in an amount not to exceed or within the limits of the insurance coverage provided hereunder. 5.3 HDI INSURANCE. HDI currently maintains the following insurance coverage's and limits: Comprehensive General Liability Excess Umbrella Liability Automobile Liability (Combined Single Limit) Worker's Compensation/ Employer's Liability Errors and Omissions Occurrence $1 Million $5 Million $1 Million $1 Million $2 Million Aggregate $2 Million $5 Million $2 Million Within thirty (30) calendar days of the start of the project, HDI shall furnish the City with satisfactory proof of such insurance, and each policy will require a 30 -day notice of cancellation to be given to the City while this Agreement is in effect. These policies will be in effect at the time HDI takes possession of the Facilities. The City shall be named as an additional insured according to its interest under the general liability policy during the term of this Agreement. 5.4 CITY INSURANCE. The City will maintain liability insurance on an all risk basis and including extended coverage for matters set forth in this agreement. The City and HDI agree that with respect to insurance coverage carried by either party in connection with the Facilities, such insurance will provide for the waiver by the insurance carrier of any subrogation rights against the City or against HDI as the case may be. 5.5 RELATIONSHIP. The relationship of HDI to the City is that of independent contractor and not one of employment. None of the employees or agents of HDI shall be considered employees of the City. For the purposes of all state, local, and federal laws and regulations, the City shall exercise primary management, and operational and financial decision- making authority. 5.6 ENTIRE AGREEMENT AMENDMENTS. This Agreement contains the entire Agreement between the City and HDI, and supersedes all prior or contemporaneous communications, representations, understandings, or agreements. This Agreement may be modified only by a written amendment signed by both parties. 5.7 HEADINGS, ATTACHMENTS, AND EXHIBITS. The heading contained in this Agreement is for reference only and shall not in any way affect the meaning or interpretation of this Agreement. The Attachments and Exhibits to this Agreement shall be construed as an integral part of this Agreement. 5.8 WAIVER. The failure on the part of either party to enforce its rights as to any provision of this Agreement shall not be construed as a waiver of its rights to enforce such provisions in the future. 5.9 ASSIGNMENT. This Agreement shall not be assigned by either party without the prior written consent of the other unless such assignment shall be to the affiliate or successor of either party. 5.10 REIMBURSABLE EXPENSES. For the purpose of this Agreement, employee reimbursable expenses shall comply with the published Federal guidelines. City of Sanford CCC Inspection Program Page 16 5.11 FORCE MAJEURE. A party's performance under this Agreement shall be excused if, and to the extent that, the party is unable to perform because of actions due to causes beyond its reasonable control such as, but not limited to, Acts of God, the acts of civil or military authority, loss of potable water sources, water system contamination, floods, quarantine restrictions, riot, strikes, commercial impossibility, fires explosions, bombing, and all such interruptions of business, casualties, events, or circumstances reasonably beyond the control of the party obligated to perform, whether such other causes are related or unrelated, similar or dissimilar, to any of the foregoing. In the event of any such force majeure, the party unable to perform shall promptly notify the other party of the existence of such force majeure and shall be required to resume performance of its obligations under this Agreement upon the termination of the aforementioned force majeure. 5.12 AUTHORITY TO CONTRACT. Each party warrants and represents that it has power authority to enter into this Agreement and to perform the obligations, including any payment obligations, under this Agreement. 5.13 GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, regardless of the fact that any of the parties hereto may be or may become a resident of a different state or jurisdiction. Any suit or action arising shall be filed in a court of competent jurisdiction within the State of Michigan, venue by Oakland County. The parties hereby consent to the personal jurisdiction of said court within the State of Michigan. 5.14 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. 5.15 NOTICES. All notices, requests, demands, payments and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, telecopied or sent by nationally recognized overnight carrier, or mailed by certified mail, postage prepaid, return receipt requested, as follows: ..9 Hydro Designs, Inc. c/o Mark Martin 5700 Crooks Road, Ste. 100 Troy, MI 48098 (248) 250 -5000 (248) 250 -5055 fax If to City: 5.16 SEVERABILITY. Should any part of this Agreement for any reason, be declared invalid or void, such declaration will not affect the remaining portion which will remain in full force and effect as if the Agreement has been executed with the invalid portion eliminated. IN WITNESS WHEREOF, the parties have duly executed this Agreement effective as of the date first above written. City of Sanford CCC Inspection Program Page 17 City of Sanford, FL By: Its: Hydro- Designs, Inc. By: Larry J. La Bute Its: City of Sanford CCC Inspection Program Page 18 HYDRD -1 OP ID: DH ,a►�cooiz °° CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 06/18/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Brown & Brown of Detroit P.O. Box 8029 35735 Mound Road Sterling Heights, MI 48311 -8029 Daniel L. West CONTACT NAME: PHONE FAX A/C No Ext : A/C No): E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC # INSURER A: Hartford Casualty Insurance Co 002229 INSURED Hydro Designs Inc. INSURER B: Hartford Ins Co of the Midwest 002612 HDI of Florida, LLC 5700 Crooks Rd., Ste. 100 Troy, MI 48098 INSURER C: Hartford Underwriters Ins. Co. 002232 INSURER D: Hiscox Insurance Company 003030 INSURER E: 12/15/2014 DAMAGE PREMISES Ea occurrence) INSURER F: CLAIMS -MADE Fx_1 OCCUR COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER MMIDD /YYYY MM DD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 A X COMMERCIAL GENERAL LIABILITY X 35SBAPI8563 12/15/2013 12/15/2014 DAMAGE PREMISES Ea occurrence) $ 300,00 CLAIMS -MADE Fx_1 OCCUR MED EXP (Anyone person) S 10,00 PERSONAL & ADV INJURY S 1,000,00 X EPL$5,000 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG 5 2,000,00 Emp Ben. S 1,000,00 POLICY X PRO LOG AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 5 1,000,000 BODILY INJURY (Per person) S C X ANY AUTO X 35UECJP7978 12115/2013 12/15/2014 ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) S PROPERTY DAMAGE PER ACCIDENT S X HIRED AUTOS X NON -OWNED AUTOS S X UMBRELLA LIAB X OCCUR EACH OCCURRENCE S 5,000,00 AGGREGATE S 5,000,00 A EXCESS LIAB CLAIMS -MADE 35SBAPI8563 12/15/2013 12/15/2014 DED I X I RETENTIONS 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? N (Mandatory In NH) NIA 35WECZM8649 12/15/2013 12/15/2014 X I WC STATU- OTH- TORY LIMITS R E.L. EACH ACCIDENT $ 500,00 E.L. DISEASE - EA EMPLOYEE $ 500,00 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT I S 500,00 D Professional Liab ANE101095513 12115/2013 12115/2014 Per Claim 2,000,00 Aggregate 2,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) City of Sanford is included as an additional insured for general liability and auto liability as required by written contract with the named insured. The Umbrella Policy is excess and follows form. CITSANF City of Sanford PO Box 1788 Sanford, FL 32772 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ,(� W6� ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD