Okaloosa County BOCC — October 7, 2014 — S0717agreement

DEP AGREEMENT NO. S0717 STATE OF FLORIDA HAZARDOUS WASTE COOPERATIVE COLLECTION CENTER ARRANGEMENT GRANT ASSISTANCE PURSUANT TO LINE ITEM 1678 OF THE 2014-2015 GENERAL APPROPRIATIONS ACT THIS AGREEMENT is entered into between the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION, whose address is 3900 Commonwealth Boulevard, Tallahassee, Florida 32399- 3000 (hereinafter referred to as the "Department") and the OKALOOSA COUNTY BOARD OF COUNTY COMMISSIONERS, whose address is 1804 Lewis Turner Blvd., Suite 100, Fort Walton Beach, Florida 32547 (hereinafter referred to as the "Grantee" or "Host County''), a unit oflocal government, to establish a hazardous waste cooperative collection center arrangement with the following Neighboring County/Counties: Calhoun, Franklin, Gadsden, Holmes, Jackson, Liberty, Santa Rosa and Walton Counties (hereinafter referred to as the "Neighboring County/Counties") in accordance with Section 403.7265, Florida Statutes. In consideration of the mutual benefits to be derived herefrom the Department and the Grantee do hereby agree as follows: l. The Grantee does hereby agree to perform in accordance with the terms and conditions set forth in this Agreement, Attachment A, Grant Work Plan, and all attachments and exhibits named herein which are attached hereto and incorporated by reference. For purposes of this Agreement, the terms "Grantee" and "Host County'' are used interchangeably. 2. This Agreement shall begin upon execution by both parties and remain in effect until June 30, 2015, inclusive. However, all work under this Agreement must be completed no later than June 12, 2015. 3. A. As consideration for the satisfactory completion of services rendered by the Grantee under the terms of this Agreement, the Department shall pay the Grantee on a cost reimbursement basis up to a maximum of$187,000 as further outlined below. The Grantee shall be eligible for reimbursement for work performed on or after July l, 2014, through the completion date for work as identified above. Final reimbursement requests accompanied by documentation of services rendered shall be submitted no later than June 30, 2015, to assure the funding availability for final payment. i. The Department shall, on a cost reimbursement basis, reimburse the Grantee for up to 75% of each Neighboring County's collection cost provided that the required deliverables are submitted and approved by the Department. This amount shall not exceed the lesser of the amounts established per Neighboring County in Task 1 of Attachment A or $25,000 per Neighboring County. ii. The Department shall, on a cost reimbursement basis, reimburse the Grantee up to a maximum of $80,000 for being a host local government in planning and conducting a hazardous waste collection in the Neighboring County/Counties, as identified in the Interlocal Agreements included as Attachment F, and Task 2 of Attachment A. The maximum amount established for this Task shall not exceed $10,000 per Neighboring County identified in Attachment A. iii. Prior written approval from the Department's Grant Manager shall be required for changes within approved task budget categories of up to 10% of the total task budget amount. Changes less than 10% of the total approved task budget will require a formal change order to the Agreement. Changes greater than 10% of the total approved task budget and/or changes that transfer funds from one task to another or that increase or decrease the total funding amount will require a formal amendment to the Agreement. DEPAgreementNo. S0717,Page 1 of8  B. The Grantee shall be reimbursed on a cost reimbursement basis for all eligible project costs upon the completion, submittal and approval of the deliverables identified in Attachment A for each Neighboring County, in accordance with the schedule therein. Reimbursement shall be requested utilizing a separate Attachment B, Payment Request Summary Form for each Neighboring County. In addition to the Payment Request Summary Form, the Grantee must provide from its accounting system, a listing of expenditures per deliverable, charged against this Agreement. The listing shall include, at a minimum, a description of the goods or services purchased, date of the transaction, voucher number, amount paid, and vendor name. To be eligible for reimbursement, costs must be in compliance with laws, rules and regulations applicable to expenditures of State funds, including, but not limited to, the Reference Guide for State Expenditures. All bills for amounts due under this Agreement shall be submitted in detail sufficient for a proper pre-audit and post-audit thereof. C. The State Chief Financial Officer requires detailed supporting documentation of all costs under a cost reimbursement agreement. In accordance with the Attachment C, Contract Payment Requirements, the Grantee shall comply with the minimum requirements set forth therein. Each Payment Request Summary Form shall be accompanied by supporting documentation and other requirements as follows: i. Contractual (Subcontractors) - Reimbursement requests for payments to subcontractors must be substantiated by copies of invoices with backup documentation identical to that required from the Grantee. Subcontracts which involve payments for direct salaries shall clearly identify the personnel involved, salary rate per hour, and hours/time spent on the project. All multipliers used (i.e. fringe benefits, overhead, and/or general and administrative rates) shall be supported by audit. If the Department determines that multipliers charged by any subcontractor exceeded the rates supported by audit, the Grantee shall be required to reimburse such funds to the Department within thirty (30) days of written notification. Interest on the excessive charges shall be calculated based on the prevailing rate used by the State Board of Administration. Additionally, independent of the Grantee's contract obligations to any Subcontractor, the Department shall not reimburse any of the following types of charges: cell phone usage, attorneys' fees, civil or administrative penalties, handling fees, such as set percent overages associated with purchasing supplies or equipment. For fixed price (vendor) subcontracts, the following provisions shall apply: a. The Grantee may award, on a competitive basis, fixed price subcontracts to consultants/contractors in performing the work described in Attachment A. Invoices submitted to the Department for fixed price subcontracted activities shall be supported with a copy of the subcontractor's invoice and a copy of the tabulation form for the competitive procurement process (Invitation to Bid or Request for Proposals) resulting in the fixed price subcontract. b. The Grantee may request approval from the Department to award a fixed price subcontract resulting from procurement methods other than those identified in the paragraph above. In this instance, the Grantee shall request the advance written approval from the Department's Grant Manager of the fixed price negotiated by the Grantee. The letter ofrequest shall be supported by a detailed budget and Scope of Services to be performed by the subcontractor. Upon receipt of the Department Grant Manager's approval of the fixed price amount, the Grantee may proceed in fmalizing the fixed price subcontract. c. All subcontracts are subject to the provisions of paragraph 13 and any other appropriate provisions of this Agreement which affect subcontracting activities. ii. Travel - All requests for reimbursement of travel expenses shall be in accordance with Section 112.061, Florida Statutes. DEP Agreement No. S0717, Page 2 of 8  D. In addition to the invoicing requirements contained in paragraphs 3.B. and C. above, the Department will periodically request proof of a transaction (invoice, payroll register, etc.) to evaluate the appropriateness of costs to the Agreement pursuant to State and Federal guidelines (including cost allocation guidelines), as appropriate. This information, when requested, must be provided within thirty (30) calendar days of such request. The Grantee may also be required to submit a cost allocation plan to the Department in support of its multipliers (overhead, indirect, general administrative costs, and fringe benefits). State guidelines for allowable costs can be found in the Department of Financial Services' Reference Guide for State Expenditures at http://www.fldfs.com/aadir/reference%5Fguide. E. i. The accounting systems for all Grantees must ensure that these funds are not commingled with funds from other agencies. Funds from each agency must be accounted for separately. Grantees are prohibited from commingling funds on either a program-by-program or a project-by-project basis. Funds specifically budgeted and/or received for one project may not be used to support another project. Where a Grantee's, or subrecipient's, accounting system cannot comply with this requirement, the Grantee, or subrecipient, shall establish a system to provide adequate fund accountability for each project it has been awarded. ii. If the Department finds that these funds have been commingled, the Department shall have the right to demand a refund, either in whole or in part, of the funds provided to the Grantee under this Agreement for non-compliance with the material terms of this Agreement. The Grantee, upon such written notification from the Department shall refund, and shall forthwith pay to the Department, the amount of money demanded by the Department. Interest on any refund shall be calculated based on the prevailing rate used by the State Board of Administration. Interest shall be calculated from the date(s) the original payment(s) are received from the Department by the Grantee to the date repayment is made by the Grantee to the Department. iii. In the event that the Grantee recovers costs, incurred under this Agreement and reimbursed by the Department, from another source(s), the Grantee shall reimburse the Department for all recovered funds originally provided under this Agreement. Interest on any refund shall be calculated based on the prevailing rate used by the State Board of Administration. Interest shall be calculated from the date(s) the payment(s) are recovered by the Grantee to the date repayment is made to the Department by the Grantee. 4. The State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. The parties hereto understand that this Agreement is not a commitment of future appropriations. 5. The Grantee shall utilize Attachment D, Progress Report Form, to describe the work performed during each quarterly reporting period, problems encountered, problem resolution, schedule updates and proposed work for the next reporting period. Quarterly reports shall be submitted to the Department's Grant Manager no later than twenty (20) days following the completion of the quarterly reporting period. It is hereby understood and agreed by the parties that the term "quarterly" shall reflect the calendar quarters ending March 31, June 30, September 30 and December 31. The Department's Grant Manager shall have ten (10) calendar days to review the required reports and deliverables submitted by the Grantee. 6. A. Each party hereto agrees that it shall be solely responsible for the negligent or wrongful acts of its employees and agents. However, nothing contained herein shall constitute a waiver by either party of its sovereign immunity or the provisions of Section 768.28, Florida Statutes. B. The Grantee agrees to require all subcontractors to indemnify, defend, save and hold harmless the Department from all claims, demands, liabilities and suits of any nature arising out of, because of, or due to any negligent act or failure to act by the subcontractor, its agents or employees. 7. A. The Department may terminate this Agreement at any time in the event of the failure of the Grantee to fulfill any of its obligations under this Agreement. Prior to termination, the Department shall DEP Agreement No. S07 l 7, Page 3 of 8  provide thirty (30) calendar days written notice of its intent to tenninate and shall provide the Grantee an opportunity to consult with the Department regarding the reason(s) for tennination. B. The Department may tenninate this Agreement for convenience by providing the Grantee with thirty (30) calendar days written notice. 8. No payment will be made for deliverables deemed unsatisfactory by the Department. In the event that a deliverable is deemed unsatisfactory by the Department, the Grantee shall re-perform the services needed for submittal ofa satisfactory deliverable, at no additional cost to the Department, within ten (IO) days of being notified of the unsatisfactory deliverable. If a satisfactory deliverable is not submitted within the specified timeframe, the Department may, in its sole discretion, either: I) terminate this Agreement for failure to perfonn, or 2) the Department Grant Manager may, by letter specifying the failure of perfonnance under this Agreement, request that a proposed Corrective Action Plan (CAP) be submitted by the Grantee to the Department. All CAPs must be able to be implemented and perfonned in no more than sixty (60) days. A. A CAP shall be submitted within ten (l 0) calendar days of the date of the letter request from the Department. The CAP shall be sent to the Department Grant Manager for review and approval. Within ten (10) calendar days of receipt ofa CAP, the Department shall notify the Grantee in writing whether the CAP proposed has been accepted. If the CAP is not accepted, the Grantee shall have ten (I 0) calendar days from receipt of the Department letter rejecting the proposal to submit a revised proposed CAP. Failure to obtain the Department approval of a CAP as specified above shall result in the Department's termination of this Agreement for cause as authorized in this Agreement. B. Upon the Department's notice of acceptance of a proposed CAP, the Grantee shall have ten (10) calendar days to commence implementation of the accepted plan. Acceptance of the proposed CAP by the Department does not relieve the Grantee of any of its obligations under the Agreement. In the event the CAP fails to correct or eliminate perfonnance deficiencies by Grantee, the Department shall retain the right to require additional or further remedial steps, or to terminate this Agreement for failure to perform. No actions approved by the Department or steps taken by the Grantee shall preclude the Department from subsequently asserting any deficiencies in perfonnance. The Grantee shall continue to implement the CAP until all deficiencies are corrected. Reports on the progress of the CAP will be made to the Department as requested by the Department Grant Manager. C. Failure to respond to a Department request for a CAP or failure to correct a deficiency in the performance of the Agreement as specified by the Department may result in tennination of the Agreement. The remedies set forth above are not exclusive and the Department reserves the right to exercise other remedies in addition to or in lieu of those set forth above, as permitted by the Agreement. 9. This Agreement may be unilaterally canceled by the Department for refusal by the Grantee to allow public access to all documents, papers, letters, or other material made or received by the Grantee in conjunction with this Agreement, unless the records are exempt from Section 24(a) of Article I of the State Constitution and Section l 19.07(l)(a), Florida Statutes. IO. The Grantee shall maintain books, records and documents directly pertinent to perfonnance under this Agreement in accordance with generally accepted accounting principles consistently applied. The Department, the State, or their authorized representatives shall have access to such records for audit purposes during the term of this Agreement and for five (5) years following Agreement completion. In the event any work is subcontracted, the Grantee shall similarly require each subcontractor to maintain and allow access to such records for audit purposes. DEP Agreement No. S07 l 7, Page 4 of 8 11. A. In addition to the requirements of the preceding paragraph, the Grantee shall comply with the applicable provisions contained in Attachment E, Special Audit Requirements, attached hereto and incorporated herein by reference. Exhibit 1 to Attachment E summarizes the funding sources supporting the Agreement for purposes of assisting the Grantee in complying with the requirements of Attachment E. A revised copy of Exhibit 1 must be provided to the Grantee for each amendment which authorizes a funding increase or decrease. If the Grantee fails to receive a revised copy of Exhibit 1, the Grantee shall notify the Department's Grants Development and Review Manager at (850) 245-2361 to request a copy of the updated information. B. The Grantee is hereby advised that the Federal and/or Florida Single Audit Act Requirements may further apply to lower tier transactions that may be a result of this Agreement. The Grantee shall consider the type of financial assistance {federal and/or state) identified in Attachment E, Exhibit 1 when making its determination. For federal financial assistance, the Grantee shall utilize the guidance provided under OMB Circular A-133, Subpart B, Section _.210 for determining whether the relationship represents that of a subrecipient or vendor. For state financial assistance, the Grantee shall utilize the form entitled "Checklist for Nonstate Organizations Recipient/Subrecipient vs. Vendor Determination" {form number DFS-A2-NS) that can be found underthe "Links/Forms" section appearing at the following website: https://apps. fldfs.com/fsaa The Grantee should confer with its chief financial officer, audit director or contact the Department for assistance with questions pertaining to the applicability of these requirements. 12. Sample collection and chemical and biological analyses are not part of the Agreement Grant Work Plan, therefore a Quality Assurance Plan shall not be required for performance of services under the terms of this Agreement. 13. A. The Grantee may not subcontract work under this Agreement without the prior written consent of the Department's Grant Manager. Regardless of any subcontract, the Grantee is ultimately responsible for all work to be performed under this Agreement. The Grantee shall submit a copy of the executed subcontract to the Department within ten ( 10) days after execution. The Grantee agrees to be responsible for the fulfillment of all work elements included in any subcontract and agrees to be responsible for the payment of all monies due under any subcontract. It is understood and agreed by the Grantee that the Department shall not be liable to any subcontractor for any expenses or liabilities incurred under the subcontract and that the Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. B. The Department of Environmental Protection supports diversity in its procurement program and requests that all subcontracting opportunities afforded by this Agreement embrace diversity enthusiastically. The award of subcontracts should reflect the full diversity of the citizens of the State of Florida. A list of Minority Owned firms that could be offered subcontracting opportunities may be obtained by contacting the Office of Supplier Diversity at (850) 487-0915. 14. In accordance with Section 216.347, Florida Statutes, the Grantee is hereby prohibited from using funds provided by this Agreement for the purpose of lobbying the Legislature, the judicial branch or a state agency. 15. The Grantee shall comply with all applicable federal, state and local rules and regulations in providing services to the Department under this Agreement. The Grantee acknowledges that this requirement includes, but is not limited to, compliance with all applicable federal, state and local health and safety rules and regulations. The Grantee further agrees to include this provision in all subcontracts issued as a result of this Agreement. 16. Any notices between the parties shall be considered delivered when posted by Certified Mail, return receipt requested, or overnight courier service, or delivered in person to the Grant Managers at the addresses below. DEP Agreement No. S0717, Page 5 of 8 17. The Department's Grant Manager for this Agreement is identified below. Johanna Poston Department of Environmental Protection Bureau of Solid & Hazardous Waste 2600 Blair Stone Road, MS 4555 Tallahassee, Florida 32399-2400 Phone No.: (850) 245-8731 Fax No.: (850) 245-8811 Email: johnanna.poston@dep.state.fl.us 18. The Grantee's Grant Manager for this Agreement is identified below. Marcella B. Eubanks C/O Contracts and Grants 1804 Lewis Turner Blvd., Suite 206 Fort Walton Beach, Florida 32547 Phone No. (850) 651-7200 ext. 4381 Fax No.: (850) 609-5029 Email: meubanks@clerkofcourts.cc 19. To the extent required by law, the Grantee will be self-insured against, or will secure and maintain during the life of this Agreement, Workers' Compensation Insurance for all of his employees connected with the work of this project and, in case any work is subcontracted, the Grantee shall require the subcontractor similarly to provide Workers' Compensation Insurance for all of its employees unless such employees are covered by the protection afforded by the Grantee. Such self-insurance program or insurance coverage shall comply fully with the Florida Workers' Compensation law. In case any class of employees engaged in hazardous work under this Agreement is not protected under Workers' Compensation statutes, the Grantee shall provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Department, for the protection of his employees not otherwise protected. 20. The Grantee shall ensure that its subcontractors secure and maintain such insurance as will protect it from claims under Workers' Compensation Acts; commercial general liability coverage with limits ofnot less than $1,000,000 per occurrence and $2,000,000 annual aggregate for bodily injury and property damage; and comprehensive automobile liability coverage with limits of not less than $1,000,000 combined single limit for bodily injury and property damage. The Grantee shall ensure that its subcontractor's current certificate of insurance shall contain a provision that the insurance will not be canceled for any reason except after thirty (30) days written notice to the Grantee. 21. The Grantee warrants and represents that it is self-funded for liability insurance, appropriate and allowable under Florida law, and that such self-insurance offers protection applicable to the Grantee's officers, employees, servants and agents while acting within the scope of their employment with the Grantee. 22. The Grantee covenants that it presently has no interest and shall not acquire any interest which would conflict in any manner or degree with the performance of services required. 23. Reimbursement for equipment purchases costing $1,000 or more is not authorized under the terms and conditions of this Project Agreement. 24. The Department may at any time, by written order designated to be a change order, make any change in the Grant Manager information or task timelines within the current authorized Agreement period. All change orders are subject to the mutual agreement of both parties as evidenced in writing. Any change, which causes an increase or decrease in the Grantee's cost or time, shall require formal amendment to this Agreement. DEP Agreement No. S07 l 7, Page 6 of 8 25. A. No person, on the grounds of race, creed, color, national origin, age, sex, or disability, shall be excluded from participation in; be denied the proceeds or benefits of; or be otherwise subjected to discrimination in performance of this Agreement. B. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not award or perform work as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity. The Florida Department of Management Services is responsible for maintaining the discriminatory vendor list and posts the list on its website. Questions regarding the discriminatory vendor list may be directed to the Florida Department of Management Services, Office of Supplier Diversity, at (850) 487-0915. 26. The Grantee is responsible for the professional quality, technical accuracy, and timely completion and coordination of all specifications, reports, and other services furnished by the Grantee under this Agreement. The Grantee shall, without additional compensation, correct or revise any errors, omissions, or other deficiencies in its specifications, reports, and other services. 27. The Grantee shall be responsible for obtaining all applicable local, state, and federal permits. 28. Land acquisition is not authorized under the terms of this Agreement. 29. This Agreement has been delivered in the State of Florida and shall be construed in accordance with the laws of Florida. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Any action hereon or in connection herewith shall be brought in Leon County, Florida. 30. This Agreement represents the entire agreement of the parties. Any alterations, variations, changes, modifications or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing, duly signed by each of the parties hereto, and attached to the original of this Agreement, unless otherwise provided herein. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DEPAgreementNo. S0717, Page 7 of8  IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed, the day and year last written below. OKALOOSA COUNTY BOARD OF STATE OF FLORIDA DEPARTMENT OF COUNTY COMMISSION ENVIRONMENTAL PROTECTION By: _ _ _ _ _ _ _ _ _ __ By: _ _ _ _ _ _ _ _ _ _ _ __ Charles K. Windes, Jr. Secretary or designee Title: Chairman Date:_ _ _ _ _ _ _ _ _ _ _ __ FEID No.: 59-6000765 DEP Contracts Administrator *For Agreements with governmental boards/commissions: If someone other than the Chairman signs this Agreement, a resolution, statement or other document authorizing that person to sign the Agreement on behalf of the Grantee must accompany the Agreement. List of attachments/exhibits included as part of this Agreement: Specify Letter/ Type Number Description (include number of pages) Attachment Grant Work Plan (4 Pages) Attachment Payment Request Summary Form and Instructions (2 Pages) Attachment Contract Payment Requirements Cl Page) Attachment Progress Report Form (1 Page) Attachment Special Audit Requirements (5 Pages) Attachment lnterlocal Agreements (32 Pages) REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DEP Agreement No. S0717, Page 8 of 8