Okaloosa County BOCC — February 26, 2015 — Agenda Packet — reading text

DEP Agreement No. _____, Page 3 of 16 Packet Pg. 30  1.d.a DEP Agreement No. _____ FWC Agreement No. _____ Attachment: I.d. FWC Turtle Lighting Grant (3886 : FWC/FDEP Turtle Friendly Lighting Retrofit Grant (Jim Trifilio)) 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. 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 any of the parties of its sovereign immunity or the provisions of Section 768.28, Florida Statutes. 6. A. The FWC or DEP 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 terminating party shall provide ten (10) calendar days written notice to the Grantee of its intent to terminate and shall provide the Grantee an opportunity to consult with the terminating party regarding the reason(s) for termination. B. The DEP or FWC may terminate this Agreement without cause and for its convenience by providing the Grantee with thirty (30) calendar days written notice. 7. A. The Grantee shall keep and maintain public records that ordinarily and necessarily would be required by the FWC or DEP in order to perform the services under this Agreement. B. The Grantee shall provide the public with access to public records on the same terms and conditions that the FWC or DEP would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law. C. The Grantee shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. This Agreement may be unilaterally canceled by the DEP 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 119.07(1), Florida Statutes. 8. No payment will be made for deliverables deemed unsatisfactory by the FWC or DEP. In the event that a deliverable is deemed unsatisfactory by the FWC or DEP, the Grantee shall re-perform the services needed for submittal of a satisfactory deliverable, at no additional cost to the DEP, within thirty (30) days of being notified of the unsatisfactory deliverable. If a satisfactory deliverable is not submitted within the specified timeframe, the FWC or DEP may, in its sole discretion, either: 1) terminate the Agreement for failure to perform, or 2) either the FWC or DEP Grant Manager may, by letter specifying the failure of performance under the Agreement, request that a proposed Corrective Action Plan (CAP) be submitted by the Grantee to the FWC or DEP. All CAPs must be able to be implemented and performed in no more than sixty (60) days. A. A CAP shall be submitted within ten (10) calendar days of the date of the letter request from the DEP. The CAP shall be sent to the FWC and DEP Grant Managers for review and approval. Within ten (10) business days of receipt of a CAP, the FWC or DEP shall notify the Grantee in writing whether the CAP proposed has been accepted. If the CAP is not accepted, the Grantee shall have ten (10) calendar days from receipt of the DEP letter rejecting the proposal to submit a revised proposed CAP. Failure to obtain DEP approval of a CAP as specified above shall result in the FWC and DEP’s termination of the Agreement for cause as authorized in the Agreement. B. Upon the FWC and DEP’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 DEP Agreement No. _____, Page 4 of 16 Packet Pg. 31  1.d.a DEP Agreement No. _____ FWC Agreement No. _____ Attachment: I.d. FWC Turtle Lighting Grant (3886 : FWC/FDEP Turtle Friendly Lighting Retrofit Grant (Jim Trifilio)) the FWC and DEP does not relieve the Grantee of any of its obligations under the Agreement. In the event the CAP fails to correct or eliminate performance deficiencies by the Grantee, the FWC and DEP shall retain the right to require additional or further remedial steps, or to terminate the Agreement for failure to perform. No actions approved by the FWC or DEP or steps taken by Grantee shall serve to estop the FWC or DEP from subsequently asserting any deficiencies in performance. Grantee shall continue to implement the CAP until all deficiencies are corrected. Reports on the progress of the CAP will be made to FWC and DEP as requested by the FWC and DEP Grant Managers. C. Failure to respond to an FWC or DEP request for a CAP or failure to correct a deficiency in the performance of the Agreement as specified by the FWC or DEP may result in termination of the Agreement. The remedies set forth above are not exclusive and the FWC and DEP reserve the right to exercise other remedies in addition to or in lieu of those set forth above, as permitted by the Agreement. 9. The Grantee shall maintain books, records and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. The FWC, the DEP, 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. 10. A. In addition to the requirements of the preceding paragraph, the Grantee shall comply with the applicable provisions contained in Attachment C, Special Audit Requirements, attached hereto and made a part hereof. Exhibit 1 to Attachment C summarizes the funding sources supporting the Agreement for purposes of assisting the Grantee in complying with the requirements of Attachment C. 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 DEP’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 C, 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 under the “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 DEP for assistance with questions pertaining to the applicability of these requirements. 11. A. The Grantee shall not subcontract, assign, or transfer any work under this Agreement without the prior written consent of the FWC Grant Manager and the DEP Grant Manager. The Grantee agrees to be responsible for the fulfillment of all work elements included in any subcontract consented to by the FWC and DEP and agrees to be responsible for the payment of all monies due under any subcontract. It is DEP Agreement No. _____, Page 5 of 16 Packet Pg. 32  1.d.a DEP Agreement No. _____ FWC Agreement No. _____ Attachment: I.d. FWC Turtle Lighting Grant (3886 : FWC/FDEP Turtle Friendly Lighting Retrofit Grant (Jim Trifilio)) understood and agreed by the Grantee that neither the FWC nor the DEP 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 FWC and DEP support diversity in their procurement programs and request 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. 12. 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. 13. The Grantee