Okaloosa County BOCC — November 4, 2012 — Gulf Coast Seafood and Tourism Promotional Fund Contract — reading text

recognized by the Internal Revenue Service IRS a public charitable organization under sections 501(c)(3) and 509(a)(1), (2) or (3) of the Internal Revenue Code, and will inform the Claims Administrator immediately of any changes in, or IRS proposed or actual revocation (whether or not appealed) of such tax status; and (ix) all Grant funds shall be used only for the purposes described herein. 7. [Intentionally Omitted] 8. [Intentionally Omitted] 9. Miscellaneous. 9.1 Successors and Assigns. The terms and conditions of this Agreement shall be binding upon the Parties and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that, unless otherwise provided in this Agreement, the obligations of the Parties under this Agreement may not be delegated nor shall any rights be assigned or transferred, including by merger, reorganization, change of control, acquisition or sale of all or substantially all of its assets or business Sale Transaction prior written consent. 9.2 Compliance with Laws. Grantee and its respective employees and agents shall comply with all Applicable Law in performance under this Agreement. 4 {00194230-1}  9.3 Tax Responsibility. Grantee shall be responsible for the payment of any taxes that might be due from or assessed on any of the Grant funds received under this Agreement. 9.4 Maintenance of Books and Records. In order to implement and effectuate the audit rights of the Claims Administrator as described in Paragraph 3.5, Grantee shall maintain its books and records and other documents pertaining to the use and disposition of the grant funds received and to the Services rendered under this Agreement, for a period of at least three (3) years after the Termination Date. 9.5 Dispute Resolution. Any and all claims, disputes and controversies arising under or relating to this Agreement that cannot be resolved by the Parties shall be determined solely in the Court, under Louisiana law without regard to its conflicts of law provisions. All P prevailing Party in any dispute arising from this Agreement may be awarded reasonable 9.6 Complete Agreement. This Agreement and any exhibits, together with any addenda, set forth the entire agreement of the Parties with respect to Services hereunder, and any prior or contemporaneous promises, conditions or understandings are superseded and/or replaced with this Agreement. 9.7 Modification. No provision of this Agreement may be changed unless the change is set forth in a written amendment to this Agreement signed by the Parties. 9.8 No Waiver. If a Party waives compliance with any term or condition of this Agreement, it shall be not deemed a waiver of any other right, nor to permit less than strict compliance with any term or condition on any future occasion. 9.9 Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the law of the State of Louisiana without reference to its conflict of laws principles. To the extent that any provision is found to be unenforceable or invalid, then such provision shall be ineffective only to the extent of such unenforceability or invalidity, and shall not affect the enforceability or validity of any other provision of this Agreement. 9.10 Notices. All notices and correspondence required to be given by this Agreement shall be delivered by hand or certified mail, return receipt requested and postage pre-paid, or by a nationally recognized courier service, or by facsimile transmission, and be addressed as follows: 5 {00194230-1}  If to Claims Administrator and/or Settlement Trust: Patrick Juneau 935 Gravier St. Suite 1905 New Orleans, LA Phone: 504-264-9740 Fax: 504-264-9746 Email: mjj@dheclaims.com If to Grantee: • •• • • • • • • • ••• • • • • • ••• • •• • • •• • •• • • • • • • • • • • • • • • •• • • •• • • • •• • •• • • ••• • • • • • •• • • ••• • • • • • • • • •• ••• • • • • • • Phone: •• • • • • • • •• • • • • • • • • • • • Fax: •• • • • • • • •• • • • Email: • •• • •• • • •• •• • •• • • ••• •• • 9.12 Counterparts. This Agreement may be executed in one or more counterparts which taken together shall constitute one single agreement between the Parties. 9.13 Independent Contractors. Grantee is an independent contractor. No Party to this Agreement is an agent, representative, joint venturer, or partner of any other Party. No Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, any other Party. Each Party shall bear its own costs and expenses in performing the Agreement. Grantee shall be responsible for the payment of all fees, wages and/or salaries payable to Grantee personnel and for providing Grantee personnel with any fringe benefits to which they are entitled by reason of being an employee or contractor of Grantee. Grantee shall comply, at its compensation laws, unemployment compensation laws, federal social security law, the Fair Labor Standards Act and all other applicable federal, state and local laws and regulations relating to terms and conditions of employment required to be fulfilled by employers. Grantee shall comply with all applicable occupational health and safety laws, standards and requirements pertaining to the Services, including, but not limited to, OSHA standards and analogous state standards for work performed under this Agreement. [SIGNATURE PAGE FOLLOWS] 6 {00194230-1} IN WITNESS WHEREOF, the Parties have caused this Agreement which shall be effective on the date first above-written, to be executed on their behalf by the undersigned duly authorized individuals. Settlement Trust Grantee: By: Signature Signature Patrick Juneau • •• • •• • •••• Printed Name Printed Name Trustee • • • ••• • • • • • • • Printed Title Printed Title Date Date Claims Administrator By: Signature Patrick Juneau Printed Name Claims Administrator Printed Title Date 7 {00194230-1}  8 {00194230-1}  Schedule 1 Description of Services The Okaloosa Board of Commissioners will perform two project tasks: 1. Provide a detailed scientific study of relative biomass and estimates of species on up to 100 publically known artificial reefs. 2. Develop a web-based application for the purpose of educating and communicating to the public the findings of the hydroacoustic survey efforts. Final Report 1. Submit a final report that provides for a description of the activities performed, provides an analysis of the data gathered, and provides ways in which this information can be easily translated and conveyed to the non-scientific visitor to highlight the importance of maintaining a healthy eco-system. 9 {00194230-1}