Fort Walton Beach Resolution — US EPA - Brownfield - 25 Miracle Strip Parkway — reading text

information that explains the proposed project, such releases and information to be disseminated throughout the area surrounding the affected area. b. Procedures for the establishment and maintenance of a local information repository (Administrative Record) at a location convenient to the public. The Subgrantee shall be responsible for establishing and maintaining the Administrative Record in accordance with EPA requirements. Documents in the Administrative Record shall include but not be limited to an analysis of reasonable alternatives including no action; site investigation reports; the cleanup plan; cleanup standards used; responses to public comments; and verification that shows that cleanups are complete. Subgrantee shall keep the Administrative Record available at a location convenient to the public and make it available for inspection. c. Procedures on continued community involvement shall be outlined in the PIP. 11. The Subgrantee shall secure the services of a qualified environmental professional (subject to the written approval of Grantor) to act as Site Manager and who will prepare, review and shall provide written recommendations to the Grantor pertaining to the Remediation Work and shall review, coordinate, direct, and oversee the Remediation Work as it is on-going to ensure quality and to ensure that the Subgrantee complies with all requirements of this Agreement and all EPA requirements. The Subgrantee shall cause the Site Manager to deliver to Grantor all information, reports and documents, from time to time, as and when required or requested, by the Grantor or EPA or as required by other provisions of this Agreement. 12. The Site Manager is responsible for ensuring that the Remediation Work and the environmental activities related thereto are performed in accordance with applicable plans, procedures, this Agreement and all EPA requirements. 13. Subgrantee’s Site Manager shall draft an analysis of brownfields cleanup alternatives (“ABCA”) that will include information about the Property and contamination issues (i.e., exposure pathways, identification of contaminant sources, etc.), cleanup standards; applicable laws; alternatives considered; range of proven cleanup methods; evaluation of corrective measures; and the proposed cleanup. The evaluation of alternatives must include effectiveness, implementability, and the cost of the cleanup proposed. The evaluation will include an analysis of reasonable alternatives including no action. The Subgrantee shall submit copies of the draft analysis of brownfields cleanup alternatives to the Page 7 of 19 “hazardous waste," "toxic substance," , “toxic material”, "toxic pollutant," "contaminant," or "pollutant" by EPA, the Federal government, State government or any other governmental agency or authority (collectively “Hazardous Materials”), (ii) that Subgrantee has not exacerbated the Hazardous Materials contamination of the Property, (iii) that Subgrantee has taken reasonable steps with regard to the Hazardous Materials contamination of the Property, (iv) that Subgrantee is not a generator or transporter of Hazardous Materials at or around the Property or in anyway that contributed to the Hazardous Materials contamination of the Property and (v) the Property is not subject to any unilateral administrative orders, court orders, administrative orders on consent or judicial consent decree issued to or entered by parties under CERCLA. 18. The Subgrantee understands and agrees that all of the funds from the Subgrant Funds shall be used by the Subgrantee towards the cleanup and remediation of the Property pursuant to the approved Project Documents and this Agreement and in fulfillment of the other requirements of this Agreement. If Subgrantee is a Revolving Loan Fund loan (‘RLF”) recipient, the Subgrantee shall supply the Grantor with a design and cleanup plan and specifications for the redevelopment of the Property and evidence of all total clean-up financing, including a firm commitment for a loan and permanent financing from an accredited lending institution, if applicable. 19. Subject to the other provisions of this Agreement including but not limited to the Condition Precedent to Payment Clause, the Subgrant Grant Funds shall be payable to the Subgrantee as reimbursement for allowable and eligible expenses (as determined by EPA) which are incurred by the Subgrantee based upon the successful progress of the Remediation Work and performance of Subgrantee’s other obligations under this Agreement. The Subgrantee represents and warrants that it will not pay any Lienor [as defined in subsection 713.01(18) Florida Statutes] for the Remediation Work or any portion thereof, prior to Subgrantee’s receipt of a properly executed and effective waiver and release of lien from all Lienors providing labor, services or materials for the Remediation Work or portion thereof that is being paid for by Subgrantee. 20. Subgrantee agrees to keep all expenditures for the Remediation Work within amount of the Subgrant Funds. 21. In addition to the other terms, provisions and conditions in this Agreement the awarding of this Subgrant Agreement shall also be subject to the following requirements: a. Subgrantee shall deliver to Grantor simultaneously with the execution and delivery of this Agreement to Grantor or within such other time as Grantor may allow, written confirmation satisfactory to Grantor that Subgrantee’s governing board has authorized the person signing this Agreement on behalf of Subgrantee to execute this Agreement. b. Subgrantee shall deliver to Grantor simultaneously with the execution and delivery of this Agreement to Grantor or within such other time as Grantor may allow, title evidence at Subgrantee’s expense (not to be reimbursed by Grantor), which shall be in the form of a current title search (certified within 30 days of the date of delivery to Grantor) by a Florida licensed title insurance company or opinion of title by an attorney licensed to practice in the State of Florida, certified to WFRPC (and others required by WFRPC) which, at a minimum, shall certify that Subgrantee is the fee simple title owner of the Property (and there shall be delivered to WFRPC with such title search or opinion of title recorded Page 9 of 19 "toxic substance," “toxic material”, "toxic pollutant," "contaminant," or "pollutant" on, in, under or to and from the Property or any property that is adjacent to the Property, or (vi) Grantee’s use or misuse of the Subgrant Funds. The Attorneys Fees and Costs which shall be payable hereunder shall include but not be limited to all Attorneys Fees and Costs incurred before, during and after suit, trial, appellate proceedings, bankruptcy proceedings, administrative proceedings, and arbitration proceedings. All the Attorneys Fees and Costs shall be payable whether any suit, trial, appellate proceedings, bankruptcy proceedings, administrative proceedings, or arbitration proceedings are actually commenced or not. All amounts payable by Grantee under the above paragraph shall be paid to the Indemnified Parties or any of them upon written demand from the Indemnified Parties or any of them. Any amounts not paid within 15 days of a written demand shall bear interest at the rate of 10% per annum. Subgrantee’s obligations under this paragraph 28 shall survive any expiration or termination of this Agreement (regardless of who terminates and whether termination is for cause or without cause). 28. The failure of Grantor to enforce at any time or for any period of time any one or more of the provisions of this Agreement shall not be construed to be and shall not be a waiver of any such provision or provisions or of its right thereafter to enforce each and every such provision. 29. The default and remedy provisions of this Agreement are as follows: a. If any of the following events set forth in (i)-(ix), inclusive, below occur ("Events of Default"), the Grantee shall be in default under this Agreement and all obligations on the part of the Grantor to make any further payment of funds hereunder shall, if the Grantor so elects, terminate and, the Grantor may, at its option, exercise any and all remedies in regard to such default(s) (all remedies being cumulative and may be exercised concurrently, independently, successively or in any order that Grantor shall determine in Grantor’s sole and absolute discretion), but the Grantor may make any payments or parts of payments after the happening of any Events of Default without thereby waiving the right to exercise such remedies, and without becoming liable to make any further payment. The Events of Default include the following: (i) the Subgrantee failing to perform or comply with any of the terms, covenants, provisions or conditions contained in this Agreement or in the EPA Grant Agreement, (ii) if the Property or any interest therein is conveyed, assigned or otherwise transferred during the term of this Agreement or prior to completion of the Remediation Work, (iii) the Subgrantee incurs any costs in connection with the Remediation Work or uses any funds distributed to it from Grantor (or obtains reimbursement from Grantor for funds previously expended by Subgrantee) for any ineligible, unallowable or improper purposes which are not permitted or allowable under the EPA Grant Agreement or under the laws, regulations or policies related to the EPA Grant Agreement, (iv) Subgrantee receives an overpayment from Grantor, (v) any representation, warranty or statement made by Subgrantee, its contractors, agents and/or employees herein or in any report, certificate, financial statement or any other instrument or information (in whatever form) furnished in connection with this Agreement is false or misleading in any material respect, (vi) the Subgrantee assigns this Agreement or any Subgrant Funds or any interest therein or any of its rights or obligations under this Agreement or subcontracts any of its obligations hereunder (including but not limited to the performance of any of the Remediation Work) without the advance written consent of Grantor (Grantor may withhold or grant any consent in its sole and absolute discretion), (vii) if any reports required by this Agreement or by the EPA Grant Agreement, or otherwise required by Grantor or EPA, have not been submitted to the Grantor or EPA when required or have been submitted with incorrect, incomplete or Page 11 of 19 32. The Subgrantee must comply with Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title IX of the Education Amendments of 1972, the Age Discrimination Act of 1975, and a variety of program specific statutes with non discrimination requirements. Subgrantee will also comply with all other federal, state and local laws and regulations prohibiting discrimination on the grounds of race, color, national origin, sex, disability or other prohibited classifications. These additional requirements include but are not limited to, Title VII of the Civil Rights Act of 1964 (prohibiting race, color, national origin, religion and sex discrimination in employment), the Americans with Disabilities Act (prohibiting disability discrimination in employment and in services provided by State and local governments, businesses and non profit agencies) and the Fair Housing Act (prohibiting race, color, national origin, age, family status, and disability discrimination in housing), as well as other applicable civil rights laws. 33. Subgrantee shall not assign, subcontract, convey or transfer any obligations, rights or interests (including without limitation, moneys that may become due or moneys that are due) under this Agreement, without the prior written consent of the Grantor which Grantor may grant or withhold in its sole and absolute discretion. Unless specifically stated to the contrary in any written consent to an assignment, subcontract, conveyance or transfer; no