Resolution 010-1992
OMB/Grants
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RESOLUTION NO. 010 - 1992
A RESOLUTION OF THE MONROE COUNTY BOARD OF
COMMISSIONERS AUTHORIZING THE EXECUTION OF
AN AGREEMENT BY AND BETWEEN MONROE COUNTY
AND THE SOUTH FLORIDA WATER MANAGEMENT
DISTRICT TO PROVIDE FUNDING FOR A SOLAR-
POWERED DEMONSTRATION PROJECT
WHEREAS, the South Florida Water Management District
(District) has notified Monroe County that funds are
available to implement a sOlar-powered demonstration
project; and
WHEREAS, Monroe County, through the Monroe County
Cooperative Extension Service, desires to implement the
demonstration of a solar-powered aeration system in a
shallow fresh water pond; and
WHEREAS, the District shall provide Monroe County a
sOlar-panel for the project and $1500.00 for the purchase of
the equipment and materials needed for the establishment of
the project, with no match requirement; now therefore
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, that the Mayor of the Board is
hereby authorized to execute the agreement by and between
the South Florida Water Management District and Monroe
County to provide for the implementation of a sOlar-powered
demonstration project.
PASSED AND ADOPTED by the Board of County Commissioners
of Monroe County, Florida, at a regular meeting of said
Board held on the 8th day of January, A.D. 1992.
Mayor Harvey Yes
Mayor ProTem London Yes
Commissioner Jones Yes
Commissioner Cheal Yes
Commissioner Stormont Yes
BOARD OF COUNTY CO~SIONERS
OF ~~~_ ~
DANNY 1.. :KOLHAGE, Clerk By:
(Seal) -,eQ~ ~
Attest '. - '1' .iO/
Cler '
C91-2625
ORIGINAL
COOPERATIVE AGREEMENT
BE1WEEN THE
SOUTH FWRIDA WATER MANAGEMENT DISTRICf
AND
MONROE COUN1Y, FWRIDA
This AGREEMENT, entered into on , 1991, between "the Parties", the
South Florida Water Management District, 3301 Gun Club Road, West Palm Beach, Florida
33406, a public corporation of the State of Florida ("the DISTRICf"), and Monroe County,
Florida, Monroe County Public Service Building, 5100 College Road, Stock Island, Florida
33040, a political sub-division of the State of Florida ("the COUNTY").
WITNESSETH THAT:
WHEREAS, the DISTRICf is an agency of the State of Florida, created by the
Florida Legislature and given those powers and responsibilities enumerated in Chapter 373,
Florida Statutes; and
WHEREAS, the DISTRICf is empowered to enter into contracts with public
agencies, private corporations or other persons, pursuant to Section 373.083 Florida Statutes;
and . .
WHEREAS, the DISTRICf and the COUN1Y desire to implement a demonstration
of a solar-powered aeration system in a shallow fresh water pond; and
WHEREAS, the COUN1Y, through the Monroe County Cooperative Extension
Service, will establish a viable ecosystem in a pond which provides wildlife with a source of
fresh water; and
WHEREAS, this AGREEMENT would enable scientists to ascertain the long-term
reliability of solar power as an energy source and provide a valuable water source for
wildlife which has been lost due to urban development in Key West; and
WHEREAS, the DISTRICf has funds in its budget, which are available for the funding
of this AGREEMENT and wishes to enter into a contract with the COUN1Y;
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Page 1 of 8,. Cooperative Agreement No. C91-2625
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NOW THEREFORE, the DISTRICT and the COUNTY, in consideration of the mutual
benefits flowing from each to the other, do hereby agree as follows:
1. The COUNTY shall, to the satisfaction of the.DISTRICT, fully and timely perform,
and shall ensure that its subcontractor(s) fully and timely perform, all work items described
in the "Statement of Work", attached hereto as Exhibit "A", and made a part of this
AGREEMENT.
2. Unless extended or earlier terminated, the period of performance of this
AGREEMENT shall commence on the date of execution and continue for a period of three
(3) years.
3. The parties agree that time is of the essence in the performance of each and every
obligation under this AGREEMENT.
4. As full consideration for providing the goods and services required by this
AGREEMENT, the DISTRICT shall pay the COUNTY One Thousand Five Hundred Dollars
($1,500.00) for equipment and materials needed for establishment of the project described
in the Statement of Work.
5. The invoice submitted by the COUNTY shall reference the DISTRICT'S Contract
Number C91-2625. The COUNTY shall acknowledge receipt of a solar-panel, which the
DISTRICf shall provide. Upon purchase of the equipment and materials, the COUN1Y
shall submit an itemized invoice to:
South Florida Water Management District
Attention: Division of Procurement and Contract Administration
3301 Gun Club Road '
Post O"ffice Box 24680
West Palm Beach, Florida 33416-4680
The invoice shall follow the same format as shown in Exhibit "B", attached and made
a part of this AGREEMENT. The DISTRICf shall pay the full amount of the invoice within
thirty (30) days of receipt and acceptance of the invoice. .
6. The DISTRICf and the COUN1Y are exempted from payment of Florida State
Sales and Use taxes and Federal Excise tax. The COUNTY shall not use the DISTRICT's
exemption number in securing materials. The COUNTY shall be responsible and liable for
the payment of all of its FICA/Social Security and other withholding taxes resulting from
this AGREEMENT.
7. The COUNTY shall not pledge the DISTRICT'S credit or make the DISTRICT a
guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any
form of indebtedness. The COUN1Y further warrants and represents that it has no
obligation or indebtedness that would impair its ability to fulfill the terms of this
AGREEMENT.
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8. The DISTRICf shall have audit and inspection rights as follows:
A Examination of Costs: The COUN1Y shall maintain records of all accounts,
invoices for reimbursable expenses, books, accounting procedures and practices and
supporting documentation for any research or reports, for a period of five years from
completing performance of this AGREEMENT. Such records shall be sufficient to
permit a proper pre and post audit in accordance with generally accepted
governmental auditing standards and to reflect properly all direct and indirect costs
of whatever nature claimed to have been incurred in accordance with generally
accepted accounting principles for performance under this AGREEMENT. Such
examination shall include inspection at all reasonable times of the COUNTY'S
facilities, or such parts thereof, as may be engaged in the performance of this
AGREEMENT.
B. Cost and Pricinl: Data: If the COUN1Y has submitted cost or pricing data in
connection with the pricing of this AGREEMENT or any change or modification
thereto, unless such pricing was based on adequate price competition, established
catalog or market prices of commercial items sold in substantial quantities to the
general public, or prices set by law or regulation, the DISTRICI' shall have the right
to examine all books, records, documents and other data of the COUN1Y related to
negotiation, pricing or performance of the AGREEMENT, change, or modification
for the purpose of evaluating the accuracy, completeness and currency of the cost or
pricing data submitted, along with the computations and projections used therein.
The COUN1Y agrees that the DISTRICI' may adjust the consideration for this
AGREEMENT, including all changes or modifications thereto, to exclude any
significant sums by which the consideration was increased due to inaccurate,
incomplete, or non-current wage rates and other actual unit costs. The DISTRICI'
shall make any such adjustment within one year following the termination of this
AGREEMENT. .
C. Reports: If the COUN1Y is requested to furnish cost information, reports or
contract fund status reports as a result of its performance under this AGREEMENT,
the DISTRICI' shall have the right to examine books, records, documents and
supporting materials for the purpose of evaluating: i) the effectiveness of the
COUNTY'S policies and procedures to produce data compatible with the objectives
of the reports; and ii) the data reported. .
D. Availability: The materials described in paragraphs A, B, and C above shall be
made available to the DISTRICI' or its designated agent for inspection at the
location where they are kept upon reasonable prior notice, until the expiration of five
years from the date of final payment under this AGREEMENT.
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Page 3 of 8, ;((ooperative Agreement No. C91-2625
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1) H this AGREEMENT is completely or partially terminated, the records
relating to the work terminated shall be made available for inspection by the
DISTRICT or its designated agent for a period of five years from the date of
any resulting settlement.
2) Records which relate to any litigation, appeals or settlements of claims
arising from performance under this AGREEMENT shall be made available
until a final disposition has been made of such litigation, appeals or claims.
9. The COUN1Y shall allow public access to all project documents and materials in
accordance with the provisions of Chapter 119, Florida Statutes. Should the COUN1Y
assert any exemptions to the requirements of Chapter 119 and related Statutes, the burden
of establishing such exemption, by way of injunctive or other relief as provided by law, shall
be upon the COUN1Y.
10. The COUN1Y fully understands and agrees that the DISTRICT shall not pay for any
obligation or expenditure made by the COUN1Y prior to the commencement date of this
AGREEMENT, unless the DISTRICT authorizes such payment in writing.
11. The Project Manager for the DISTRICT is:
Vilma Horinkova
Planning Department
South Florida Water Management District
Post Office Box 24680
West Palm Beach, Florida 33416-4680
Telephone Number (407) 687-6790
The Project Manager for the COUNTY is:
D. Uoyd
Grants Manager
Monroe County
Monroe County Public Service Building
5100 College Road
Stock Island, Florida 33040
The COUN1Y designates as Co-Project Manager:
Michael Miller
Horticultural Agent
Monroe County Extension Service
Post Office Box 2545
Key West, Florida 33045
Telephone Number C~1JtPIUX
(305)292-4501
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Page 4 of 8, Cooperative AgreemenJ No. C91-2625
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The parties shall direct all matters arising in connection with the performance of this
AGREEMENT, other than invoices and notices, to the attention of the Project Managers for
attempted resolution or action. The Project Managers shall be responsible for overall
coordination and oversight relating to the performance of this AGREEMENT.
12. All notices to the COUN1Y under this AGREEMENT C91-2625 shall be in writing
and sent by certified mail to:
D. Uoyd
Grants Manager
Monroe County
MoSU'oe County Public Service Building
5100 College Road
Stock Island, Florida 33040
The above shall also be the COUNTY'S remittance address, unless the COUN1Y
Specifies otherwise.
All notices to the DISTRICf under this AGREEMENT No. C91-2625 shall be in
writing and sent by certified mail to:
South Florida Water Management District
Attention: Division of Procurement and Contract Administration
3301 Gun Club Road
Post Office Box 24680
West Palm Beach, Florida 33416-4680
The COUN1Y shall also provide a copy of all notices to the DISTRICT'S Project
Manager. All notices required by this AGREEMENT shall be considered delivered upon
receipt. Should either party change its address~written notice of such new address shall
promptly be sent to the other party.
13. The COUN1Y is an independent contractor and is not an employee or agent of the
DISTRICT. Nothing in this AGREEMENT shall be interpreted to establish any relationship
other than that of an independent contractor, between the DISTRICf and the COUN1Y,
its employees, agents, subcontractors, or assigns, during or after the performance of this
AGREEMENT. The COUN1Y is free to provide similar services for others.
14. The COUNlY shall not assign, delegate, or otherwise transfer its rights and
obligations as set forth in this AGREEMENT without the prior written consent of the
DISTRICf.
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Page 5 of 8, Cooperative Agreement No. C91-2625
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15. For One Hundred Dollars ($100.00) consideration, the sufficiency of which is
acknowledged, payable as part of the fIrst payment for services, the COUNTY agrees to
defend, indemnify, save, and hold the DISTRICT, its agents, assigns, and employees,
harmless from all claims or causes of action, including costs and attorney's fees, and all
judgments whatsoever, involving personal injury, bodily injury, death, or property damage,
arising out of any negligent or intentional act or omission, or the violation of any federal,
state, or local law or regulation, by the COUNTY, its subcontractors, agents, assigns, invitees,
or employees in connection with this AGREEMENT. The COUNTY further acknowledges
that it is solely responsible for ensuring its compliance and the compliance of its
subcontractors, agents, assigns, invitees and employees with the terms of this AGREEMENT.
16. If either party initiates legal action, including appeals, to enforce this AGREEMENT,
the prevailing party shall be entitled to recover a reasonable attorney's fee, based upon the
fair market value of the services provided.
17. In the event a dispute arises which the parties cannot resolve amongst themselves,
the parties shall have the option to submit to nonbinding mediation. The mediator or
mediators shall be impartial and shall be selected by the parties. The mediation process
shall be confidential. The cost of the mediation services shall be borne equally by the
parties.
18. All documents, including, but not limited to, technical reports, research notes,
scientifIc data and computer programs in draft and {mal form, which are developed by the
COUNlY in connection with this AGREEMENT, may be utilized by the DISTRICT in its
normal course of business. Such use may include, but shall not be limited to, reproduction,
distribution and preparation of derivative works.
19. As part of the services to be provided by the COUN1Y Under this AGREEMENT, the
COUNlY shall substantiate, in whatever forum reasonably requested by the DISTRICT, the
methodology, scientific theories, data, reference materials, research notes, any work
completed by assistants, models, concepts, analytical theories, computer programs and
conclusions utilized as the basis for the fInal work product required by this AGREEMENT.
These additional services are subject to AGREEMENT amendment for fair consideration.
This paragraph shall survive the expiration or termination of this AGREEMENT. .
20. If either party fails to fulfill its obligations under this AGREEMENT in a timely and
proper manner, the other party shall have the right to terminate this AGREEMENT by
giving written notice of any deficiency and by allowing the party in default Ten (10) calendar
days from receipt of notice to correct the defIciency. If the defaulting party fails to correct
the deficiency within this time, this AGREEMENT shall terminate at the expiration of the
Ten (10) day time period.
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Page 6 of 8, Cooperative Agreement No. C91-2625
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21. Either party may terminate this AGREEMENT for a material failure to perform. The
DISTRICI' may withhold all payments to the COUNTY for such work until such time as the
DISTRICI'determines the exact amount due to the COUNTY.
22. Either party may terminate this AGREEMENT at any time for convenience upon
thirty (30) calendar days prior written notice to the other party. In the event of termination,
the DISTRICI' shall compensate the COUNTY for all authorized work performed through
the termination date. The DISTRICI' may withhold all payments to the COUNTY for such
work until such time as the DISTRICI' determines the exact amount due to the COUNTY.
23. The COUNTY shall assure that no person shall be excluded, on the grounds of race,
color, creed, national origin, handicap, age, or sex, from participation in, denied the benefits
of, or be otherwise subjected to discrimination in any activity under, this AGREEMENT.
The COUNTY shall take all measures necessary to effectuate these assurances.
24. Prior to engaging in any discussions with the news media pertaining to this
AGREEMENT, the COUNTY shall notify the DISTRICTS Office of Communications. This
includes news releases, media requests for interviews, feature articles, fact sheets, or similar
promotional materials.
25. The COUNTY, its employees, subcontractors or assigns, shall comply with all
applicable federal, state, and local laws and regulations relating to the performance of this
AGREEMENT. The DISTRICT undertakes no duty to ensure such compliance, but will
attempt to advise the COUNTY, upon request, as to any such laws of which it has present
knowledge.
26. The laws of the State of Florida shall govern all aspects of this AGREEMENT. In
the event it is necessary for either party to initiate legal action regarding this AGREEMENT,
venue shall be in the Fifteenth Judiciai Circuit for claims under state law and in the
Southern District of Florida for any claims which are justiciable in federal court.
27. Notwithstanding any provisions of this AGREEMENT to the contrary, the parties shall
not be held liable if failure or delay in the performance of this AGREEMENT arises from
fires, floods, strikes, embargoes, acts of the public enemy, unusually severe weather,
outbreak of war, restraint of Government, riots, civil commotion, force majeure, act of God,
or for any other cause of the same character which is unavoidable through the exercise of
due care and beyond the control of the parties. This provision shall not apply if the
"Statement of Work" of this AGREEMENT specifies that performance by COUNTY is
specifically required during the occurrence of any of the events herein mentioned.
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Page 7 of 8, Cooperative Agreement No. C91-2625
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28. The term of this AGREEMENT may be extended or renewed only with the written
approval of the parties. Unless otherwise provided, the total length of this CONTRACf
shall not exceed three (3) years.
29. This AGREEMENT may be amended only with the written approval of the parties.
30. Should any term or provision of this AGREEMENT be held, to any extent, invalid
or unenforceable, as against any person, entity or circumstance during the term hereof, by
force of any statute, law, or ruling of any forum of competent jurisdiction, such invalidity
shall not affect any other term or provision of this AGREEMENT, to the extent that the
AGREEMENT shall remain operable, enforceable and in full force and effect to the extent
permitted by law.
31. Failures or waivers to enforce any covenant, condition, or prOVISIon of this
AGREEMENT by the parties, their successors and assigns shall not operate as a discharge
of, or invalidate, such covenant, condition, or provision, or impair the enforcement rights
of the parties, their successors and assigns.
32. This AGREEMENT states the entire understanding between the parties and
supersedes any written or oral representations, statements, negotiations, or agreements to
the contrary. The COUN1Y recognizes that any representations, statements or negotiations
made by DISTRICf staff do not suffice to legally bind the DISTRICf in a contractual
relationship unless they have been reduced to writing, authorized, and signed by an
authorized DISTRICf representative. This CONTRACf shall bind the parties, their assigns,
and successors in interest.
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Page 8 of 8" Cooperative Agreement No. C91-2625
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The parties or their duly authorized representatives hereby execute this
AGREEMENT on the date first written above.
LEGAL FORM APPROVED
SFWMD OFFICE OF COUNSEL
~ BY:~Y~
DATE: //-~ ;;;-?/
80mB FLORIDA WATER MANAGEMENT DISTRICf
By:
Interim Deputy Executive Director
MONROE COUNTY, FWRIDA
By:
Title: Mayor/Chairman
(S EAL)
ATTEST: DANNY l. KOLHAGE, CLERK
By
Deputy Clerk
DATE:
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Page 9 of 8, ,Cooperative Agreement No. C91-2625
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EXHmIT "A"
STATEMENT OF WORK
Introduction
In 1988, the South Florida Water Management District received a $10,000.00 grant from
Governor Graham's Energy Office for demonstration of photovoltaic power. At that time,
the solar power application conceived was that of using a portable solar system for collecting
water samples from monitoting wells. The resulting photovoltaic array consists of four large
panels, which can provide power of up to 40 watts.
In the spring of 1990, one panel was installed at the Southwest Regional Educational Center
in Immokalee, where it is being used as a demonstration project, pumping water from a
pond into a livestock watering tank. In October 1990, with the help of the University of
Florida's Institute of Food and Agricultural Sciences (IFAS), the District sought other
possible uses of the remaining panels.
Scope of Work
This project demonstration for a wildlife pond aeration is located in downtown Key West,
in Monroe County. Monroe County already has completed construction of the pond and
native species of both aquatic and terrestrial habits have been planted. Approximately one
hundred native fish have been added. The Photovoltaic system will power aeration, and
enable these numbers to greatly increase and preclude the need for augmentation with
potable water.
Objectives
The purpose of the pond itself is to replace valuable fresh water sources for wildlife which
have been lost due to urban development in Key West. The objective of the solar-powered
aeration system is to establish a stable ecosystem in a shallow fresh water pond.
Methodoloi)'
The size of the roughly triangular pond is approximately 3100 square feet with
approximately 30 percent of the pond at a four-foot depth with the remainder sloping to
ground level to accommodate wading birds and other wildlife.
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Page 1 of 3, Exhibit "A" - Cooperative Agreement No. C91-2625
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The system design involves placing a quad aerator at the four-foot depth surrounded by a
fiber glass casing to prevent "silting in". The aerator will run at night when oxygen levels
are at the lowest percentage. The Photovoltaic panels will convert sunlight to energy which
will be stored in batteries. During the night the batteries will power a 12 volt pump to
aerate the pond.
This shallow fresh water pond will provide a unique aquaculture system. The oxygen
balance of the system will be determined, in part, by the fish population, the algae
population, the water temperature and salinity, and the aerator efficiency. All of these
parameters are interdependent and also dependent upon the bird population and seasonal
climatic variables. A data collection system which would monitor all of these parameters
is too intensive for this demonstration.
The Monroe County Extension Service will serve as Principal Investigator for Monroe
County, and will provide information on pond surveillance and array tilt changes, operating
. costs and cost comparison.
Deliverables
Upon completion of the installation, the District will receive a project status report and
annual reports for three (3) years thereafter. The first annual report besides the observation
on wildlife and fish population will contain the following information:
- total cost of system installation and maintenance
- comparison of costs with a mainline electrical system
- weekly visual surveillance of the pond's life and health
- nighttime hours of aerator operation
- voltage and amperage received by the batteries
Other Conditions
The photovoltaic array will be provided by the District under a three (3) year Cooperative
Agreement with the County. If an additional demonstration period is desired by the parties,
such request shall be submitted in writing to the District's Project Manager. .
The County affirms that the pond already has been constructed, and agrees that the project
will proceed immediately upon disbursement of the project funds and transfer of the
photovoltaic array.
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Page 2 of 3, Exhibit "A" - Cooperative Agreement No. C91-2625
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The County shall provide the District with advance copies of all works published pursuant
to this Cooperative Agreement. Such works shall credit the District's technical and financial
contributions to this project.
The County shall erect a sign, which shall be provided by the District, which shall explain
the nature of the project and contain the names and logos of the agencies.
Title to EQpipment - The County shall retain title to all equipment purchased under the
Agreement.
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Page 3 of 3, Exhibit "A" - Cooperative Agreement No. C91-2625
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EXHIB IT liB II
8
South Florida Water Management District
Contractor's Invoice
form .OS6S
Rev. 7/9\
PA YEENENDOR
~VENDOR NO.
~ INVOICE NO.
~INVOICE DATE
~SFWMD CONTRACT NO.
~REMITTO:
Street
City'
Zip
~PA YMENT REQUEST NO.
~FOR SERVICES PERFORMED
FROM
State
~flRnJECT NAME ___
~PROJECT PHASESfTASKS
TO
~INTERIM INVOICE
FINAL INVOICE
1) ORIGINAL COST OF CONTRACT $
2) TOTAL AMENDMENTS & CHANGE
ORDERS EXECUTED TO DA TE( + or-)
3) ADJUSTED COST OF CONTRACT
(item' plus/minus item 2) $
4) PERCENT COMPLETED TO DATE
(attach detail as necessary)
5) $ AMOUNT COMPLETED TO DATE
6) RETAINAGE (_%) TO DATE
7) AMOUNT COMPLETED LESS RETAINAGE
(item 5 less item 6)
8) CONTRACT BALANCE DUE
(item 3 less item 7)
%
$
S
$
$
9) TOTAL PREVIOUSLY INVOICED
(item 7 from last invoice)
$
, 0) AMOUNT OF THIS INVOICE (item 7 less item 9)
s
ATTACH DETAIL AS NEEDED
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.,PA YEENENDOR CERTIFICATION - I hereby cerWy that the materials or services invoiced herein have been delivered.
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that this is the only original invoice. that it is correct and just. and that no part of same has previously been invoiced or paid.
Receipt of a District-supplied Solar Panel is hereby aCknowledged.
By:
Title: