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<br />8
<br />
<br />SOUTH FLORIDA WATER MANAGEMENT DISTRICT
<br />EXHIBIT "B"
<br />GENERAL TERMS AND CONDITIONS
<br />
<br />ARTICLE 1 . STATEMENT OF WORK
<br />
<br />1.1 The CITY shall, to the satisfaction of the
<br />DISTRICT, fully and timely perform all work items
<br />described in the "Statement of Work," attached hereto
<br />as Exhibit "C" and made a part of this AGREEMENT.
<br />
<br />1.2 As part of the services to be provided by the
<br />CITY under this AGREEMENT, the CITY shall
<br />substantiate, in whatever forum reasonably requested
<br />by the DISTRICT, the methodology, lab analytical
<br />examinations, scientific theories, data, reference
<br />materials, and research notes. The CITY shall also
<br />be required to substantiate any and all work
<br />completed, including but not limited to, work
<br />completed by subcontractors, assistants, models,
<br />concepts, analytical theories, computer programs and
<br />conclusions utilized as the basis for the final work
<br />product required by the AGREEMENT. This
<br />paragraph shall survive the expiration or termination
<br />of this AGREEMENT.
<br />
<br />1.3 The parties agree that time is of the essence in
<br />the performance of each and every obligation under
<br />this AGREEMENT.
<br />
<br />ARTICLE 2 . COMPENSATION!
<br />CONSIDERATION
<br />
<br />2.1 The total consideration for all work required
<br />by the DISTRICT pursuant to this AGREEMENT
<br />shall not exceed the amount as indicated on Page 1 of
<br />this AGREEMENT. Such amount includes all
<br />expenses which the CITY may incur and therefore no
<br />additional consideration shall be authorized.
<br />
<br />2.2 Notwithstanding the foregoing, the amount
<br />expended under this AGREEMENT shall be paid in
<br />accordance with, and subject to the multi-year funding
<br />allocations for each DISTRICT fiscal year indicated
<br />on Page 1 of this AGREEMENT. Funding for each
<br />applicable fiscal year of this AGREEMENT is subject
<br />to DISTRICT Governing Board budgetary
<br />appropriation. In the event the DISTRICT does not
<br />approve funding for any subsequent fiscal year, this
<br />AGREEMENT shall terminate upon expenditure of
<br />the current funding, notwithstanding other provisions in
<br />this AGREEMENT to the contrary. The DISTRICT
<br />
<br />will notify the CITY in writing after the adoption of the
<br />final DISTRICT budget for each subsequent fiscal
<br />year if funding is not approved for this
<br />AGREEMENT.
<br />
<br />2.3 The CITY assumes sole responsibility for all
<br />work which is performed pursuant to the Statement of
<br />Work, Exhibit "C". By providing funding hereunder,
<br />the DISTRICT does not make any warranty, guaranty,
<br />or any representation whatsoever regarding the
<br />correctness, accuracy, or reliability of any of the work
<br />performed hereunder.
<br />
<br />2.4 The CITY by executing this AGREEMENT,
<br />certifies to truth-in-negotiation, specifically, that wage
<br />rates and other factual unit costs supporting the
<br />" consideration are accurate, complete, and current at the
<br />; time of contracting. The CITY agrees that the
<br />DISTRICT may adjust the consideration for this
<br />AGREEMENT to exclude any significant sums by
<br />which the consideration was increased due to
<br />inaccurate, incomplete, or non-cUItent wage rates and
<br />other factual unit costs. The DISTRICT shall make
<br />any such adjustment within one (1) year following the
<br />expiration or termination of this AGREEMENT.
<br />
<br />ARTICLE 3 . INVOICING AND PAYMENT
<br />
<br />3.1 The CITY's invoices shall reference the
<br />DISTRICT's Contract Number and shall be sent to the
<br />DISTRICT's address specified on Page 1 of this
<br />AGREEMENT. The CITY shall not submit invoices
<br />to any other address at the DISTRICT.
<br />
<br />, ..
<br />1,
<br />3.2 The CITY shall submit the invoices on a
<br />completion of deliverable basis, pursuant to the
<br />schedule outlined in the Payment and Deliverable
<br />Schedule, attached hereto as Exhibit "D" and made a
<br />part of this AGREEMENT. In the event the
<br />s,chedule does not specify payment on a completion of
<br />deliverable basis, all invoices shall be substantiated
<br />by adequate supporting documentation to justify
<br />hours expended and expenses incurred within the not-
<br />to-exceed budget, including but not limited to, copies
<br />of approved timesheets, payment vouchers, expense
<br />reports, receipts and subcontractor invoices.
<br />3.3 The DISTRICT shall pay the full amount of the
<br />invoice within thirty (30) days following DISTRICT
<br />
<br />,,\ ~.t ;;~. .~ t
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<br />Page 1 of 8, Exhibit "B"
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<br />Contract File:\City.doc 02/12/02
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