Fort Walton Beach Resolution — 2010-38 - grant funding for reuse water project — reading text

state taxes or other payroll withholdings on behalf of the Grantee. The Grantee further acknowledges that neither the Grantee nor the employees of the Grantee will participate in or receive any employee benefits, including health insurance, retirement benefits, 401 ( k) plan, or worker' s compensation benefits provided through EFI. 22. Indemnification. The Grantee shall indemnify, defend, and hold EFI, OTTED, and the State of Florida harmless from all claims, suits, judgments, or damages arising from the Grantee' s performance of the Activities and its other obligations under this Agreement. 23. No Pledae of Credit. The Grantee has no authority to, and shall not, pledge the credit of EFI, OTTED, or the State of Florida, or purport to make EFI, OTTED, or the State of Florida a guarantor of payment or surety for any Agreement, debt, obligation, judgment, lien or any form of indebtedness. 24. Comoliance with Law. The Grantee agrees that all acts to be performed by it in connection with this Agreement shall be performed in strict conformity with all applicable local, state, and federal laws and regulations. 25. Women and Minoritv Vendors. The Grantee is encouraged to use small businesses, including minority and women- owned businesses as subcontractors or sub- vendors under this Agreement. The directory of certified minority and women- owned businesses can be accessed from the website of the Department of Management Services, Office of Supplier Diversity. The Grantee shall report on a quarterly basis its expenditures with minority and women- owned businesses. The report shall contain the names and addresses of the minority and women- owned businesses; the aggregate dollar figure disbursed that quarter for each business; the time period; type of goods or services; and the applicable code. If no expenditures were made to minority or women- owned businesses, the Grantee shall submit a statement to this effect. 26. Patents. Copvriahts. and Rovalties. If any discovery or invention arises or is developed in the course or as a result of work or services performed under this Agreement, or in any way connected with this Agreement, the Grantee shall refer the discovery or invention to EFI to determine whether patent protection will be sought in the name of the State of Florida. Additionally, in the event that any books, manuals, films, or other copyrightable materials are produced, the Grantee shall notify EFI . 27. Non- Discrimination: Anti- Harassment. The Grantee shall not discriminate unlawfully against any individual employed in the performance of this Agreement because of race, religion, color, sex, physical handicap unrelated to such person' s ability to engage in this work, national origin, ancestry, or age. Grantee shall provide a harassment-free workplace, with any allegation of harassment to be given priority attention and action. Page 7 of 12 28. Public Entitv Crime List: Discriminatory Vendor List. To the extent required by the Florida a) and section 30 of EFl's Agreement with OTTED, the Grantee acknowledges notice Statues 287. 134( 3)( of the requirements of Sections 287. 134( 2)( b), Florida Statutes. To its knowledge, the Grantee has not been placed on the discriminatory vendor list described by Section 287. 134, Florida Statutes. To the extent required by Florida Statutes 287. 133( 2)( a) and section 33 of EFl' s Agreement with OTTED, the grantee affirms that it is aware of the provisions of Florida Statutes 287 .133( 2)( b). Grantee affirms that at no time has it been convicted of a Public Entity Crime and agrees that any such conviction during the term of this Agreement may result in termination of this Agreement. 29. Failure of Satisfactory Performance. EFl's obligation to pay the Funds to Grantee hereunder is contingent upon EFl's receipt when due and approval of all Status Reports, Invoices, and other reports required under this Agreement, the Grantee' s satisfactory completion of the Activities, and the satisfactory performance of the Grantee' s obligations under this Agreement, as determined by EFI in its reasonable discretion. EFI may terminate this Agreement, or reduce the amount of the Funds, at any time for the Grantee' s breach of any term herein or failure to provide satisfactory performance hereunder, as determined by EFI, without warning or notice. 30. Availabilitv of Funds. EFI' s obligations under this Agreement are contingent upon the continued availability to EFI of legislatively appropriated funds from the Grant Program in the amount known to EFI at the time this Agreement is executed, which amount may be used in support of this Agreement. The determination whether funds are available for the purposes of this Paragraph shall be made by EFI in its absolute discretion. 31. Aareement Manaaer. EFI' s Manager, Military and Defense, Debra Flanders, or her successor, shall act as the Agreement Manager to ensure compliance with all of the terms and provisions of this Agreement. 32. Notices. All notices between the parties provided for herein shall be by either confirmed facsimile transmission, confirmed electronic mail, business mail service, or certified mail, return receipt requested, delivered to the following address of each party: EFI: Juliana Pena Program Manager, Military & Defense Enterprise Florida, Inc. 800 North Magnolia Avenue, Suite 1100 Orlando, Florida 32803 407) 956- 5624 407) 956- 5561 (fax) icena@eflorida. com Grantee: Michael Beedie City of Fort Walton Beach- Engineering & Utility Services Director 105 Miracle Strip Parkway SW Fort Walton Beach, FL 32548 850- 833- 9612 mbeedie@fwb. orq The address of either party provided in this Paragraph 31 may be changed by such party upon reasonable notice to the other party given in the manner specified in this Paragraph. 33. Waiver. or delay on the part of EFI in exercising any power or right under this No failure Agreement and no of coursedealing or course of performance between EFI and the Grantee shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Grantee in any case shall entitle it to any notice or demand in similar or other circumstances. Page 8 of 12 34. Jurisdiction. With respect to its interpretation, construction, effect, performance, enforcement, and all other matters, this' Agreement shall be governed by, and be consistent with, the whole law of the State of Florida, both procedural and substantive. Any and all litigation arising under this Agreement shall be brought in the appropriate State of Florida Court in Orange County, Florida 35. Modification. This Agreement may not be altered, modified, or changed in any manner, except pursuant to a written agreement executed and delivered by each of the parties. Modification of the grant purpose or goals must be approved by OTTED and EFI. Additionally, any such modification, amendment orchange shall be effective on the date of delivery or such later date as the parties may agree therein. 36. ComDlete Aareement. This Agreement, with all exhibits hereto, constitutes the entire agreement between the parties and supersedes all agreements representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter, and neither party shall be bound by any oral or written agreements, representations, warranties, statements, promises, or understandings not specifically set forth in this Agreement. 37. CounterDarts. This Agreement may be executed in counterparts and shall be of the same force and effect as if all parties had executed one copy of the Agreement. In addition, to facilitate completion and execution of the Agreement, faxed signatures shall be of the same force and effect as original signatures. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written. GRANTEE" inted: ~() bftf'+ --r.ffpAeNs Title: C: y _HA u~ 1''''-- Date / 0/ 2 J!~/() ATTEST: 11th ~~ elen Spe er - City Clerk Page 9 of 12  EXHIBIT LIST FOR INFRASTRUCTURE GRANT AGREEMENT . Exhibit A Grant Application for the Project v Exhibit B c\. Schedule of Activities for the Project (.d) o... t~ Exhibit C Certificate of Insurance ~ e ~~~ Exhibit D Award Announcement from EOG ~ 1 . ilJil E Special audit requirements ~ Page 10 of 12  EXHIBIT Q(D ( O S'\\\\ O\\ SPECIAL AUDIT REQUIREMENTS The administration of funds awarded by the Enterprise Florida ( EFI) to Contractor may be subject to audits and/ or monitoring by EFI or by the Office of Tourism Trade and Economic Development ( OTTED), as described in this section. MONITORING By entering into this agreement, the Contractor agrees to comply and cooperate with any monitoring procedures/ processes deemed appropriate by EFI. In the event EFI determines that a limited scope audit of the recipient is appropriate, Contractor agrees to comply with any additional instructions provided by EFI to Contractor regarding such audit. Contractor further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by OTTED, the Chief Financial Officer, Auditor General, or Chief Inspector General. Contractor shall permit access to the Contractor' s records and independent auditor' s working papers as necessary to comply with the requirements of this Agreement. AUDITS 1. In the event that Contractor expends a total amount of State awards ( i. e., State financial assistance provided to the recipient to carry out a State project) equal to or in excess of 500, 000 in any fiscal year of Contractor, Contractor must have a State single or