Fort Walton Beach Resolution — 2023-03 Accepting Grant Funding for Martisa Road Stromwater Project — reading text

business hours, including by any of the following methods: i. Grantee shall provide access to any location or facility on which Grantee is performing work, or storing or staging equipment, materials or documents; Attachment 1 9of12 Rev. 06/ 21/ 2022  ii. Grantee shall permit inspection of any facility, equipment, practices, or operations required in performance of any work pursuant to this Agreement; and, iii. Grantee shall allow and facilitate sampling and monitoring of any substances, soils, materials or parameters at any location reasonable or necessary to assure compliance with any work or legal requirements pursuant to this Agreement. c. Special Audit Requirements. The Grantee shall comply with the applicable provisions contained in Attachment 5, Special Audit Requirements. Each amendment that authorizes a funding increase or decrease shall include an updated copy of Exhibit 1, to Attachment 5. If Department fails to provide an updated copy of Exhibit 1 to include in each amendment that authorizes a funding increase or decrease, Grantee shall request one from the Department' s Grants Manager. The Grantee shall consider the type of financial assistance ( federal and/ or state) identified in Attachment 5, Exhibit 1 and determine whether the terms of Federal and/ or Florida Single Audit Act Requirements may further apply to lower tier transactions that may be a result of this Agreement. For federal financial assistance, Grantee shall utilize the guidance provided under 2 CFR §200. 331 for determining whether the relationship represents that of a subrecipient or vendor. For State financial assistance, 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: haps:\\ apps. fldfs. com\fsaa. d. Proof of Transactions. In addition to documentation provided to support cost reimbursement as described herein, Department may periodically request additional proof of a transaction to evaluate the appropriateness of costs to the Agreement pursuant to State guidelines ( including cost allocation guidelines) and federal, if applicable. Allowable costs and uniform administrative requirements for federal programs can be found under 2 CFR 200. The Department may also request a cost allocation plan in support of its multipliers ( overhead, indirect, general administrative costs, and fringe benefits). The Grantee must provide the additional proof within thirty 30) days of such request. e. No Commingling of Funds. 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, Grantee, or subrecipient, shall establish a system to provide adequate fund accountability for each project it has been awarded. i. If Department finds that these funds have been commingled, Department shall have the right to demand a refund, either in whole or in part, of the funds provided to Grantee under this Agreement for non- compliance with the material terms of this Agreement. The Grantee, upon such written notification from Department shall refund, and shall forthwith pay to Department, the amount of money demanded by 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 Department by Grantee to the date repayment is made by Grantee to Department. ii. In the event that the Grantee recovers costs, incurred under this Agreement and reimbursed by Department, from another source( s), Grantee shall reimburse Department for all recovered funds originally provided under this Agreement and interest shall be charged for those recovered costs as calculated on from the date( s) the payment( s) are recovered by Grantee to the date repayment is made to Department. iii. Notwithstanding the requirements of this section, the above restrictions on commingling funds do not apply to agreements where payments are made purely on a cost reimbursement basis. 28. Conflict of Interest. 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. 29. Independent Contractor. The Grantee is an independent contractor and is not an employee or agent of Department. 30. Subcontracting. a. Unless otherwise specified in the Special Terms and Conditions, all services contracted for are to be performed solely by Grantee. b. The Department may, for cause, require the replacement of any Grantee employee, subcontractor, or agent. For cause, includes, but is not limited to, technical or training qualifications, quality of work, change in security status, or non- compliance with an applicable Department policy or other requirement. Attachment 1 10 of 12 Rev. 06/ 21/ 2022 c. The Department may, for cause, deny access to Department' s secure information or any facility by any Grantee employee, subcontractor, or agent. d. The Department' s actions under paragraphs b. or c. shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. The Grantee shall be responsible for the payment of all monies due under any subcontract. The Department shall not be liable to any subcontractor for any expenses or liabilities incurred under any subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under any subcontract. e. The Department will not deny Grantee' s employees, subcontractors, or agents access to meetings within the Department' s facilities, unless the basis of Department' s denial is safety or security considerations. The Department 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. 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. g. The Grantee shall not be liable for any excess costs for a failure to perform, if the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both Grantee and the subcontractor( s), and without the fault or negligence of either, unless the subcontracted products or services were obtainable from other sources in sufficient time for Grantee to meet the required delivery schedule. 31. Guarantee of Parent Company. If Grantee is a subsidiary of another corporation or other business entity, Grantee asserts that its parent company will guarantee all of the obligations of Grantee for purposes of fulfilling the obligations of Agreement. In the event Grantee is sold during the period the Agreement is in effect, Grantee agrees that it will be a requirement of sale that the new parent company guarantee all of the obligations of Grantee. 32. Survival. The respective obligations of the parties, which by their nature would continue beyond the termination or expiration of this Agreement, including without limitation, the obligations regarding confidentiality, proprietary interests, and public records, shall survive termination, cancellation, or expiration of this Agreement. 33. Third Parties. The Department shall not be deemed to assume any liability for the acts, failures to act or negligence of Grantee, its agents, servants, and employees, nor shall Grantee disclaim its own negligence to Department or any third party. This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. If Department consents to a subcontract, Grantee will specifically disclose that this Agreement does not create any third - party rights. Further, no third parties shall rely upon any of the rights and obligations created under this Agreement. 34. Severability. If a court of competent jurisdiction deems any term or condition herein void or unenforceable, the other provisions are severable to that void provision, and shall remain in full force and effect. 35. Grantee' s Employees, Subcontractors and Agents. All Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under Agreement must comply with all security and administrative requirements of Department and shall comply with all controlling laws and regulations relevant to the services they are providing under the Agreement. 36. Assignment. The Grantee shall not sell, assign, or transfer any of its rights, duties, or obligations under the Agreement, or under any purchase order issued pursuant to the Agreement, without the prior written consent of Department. In the event of any assignment, Grantee remains secondarily liable for performance of the Agreement, unless Department expressly waives such secondary liability. The Department may assign the Agreement with prior written notice to Grantee of its intent to do so. 37. Compensation Report. If this Agreement is a sole -source, public- private agreement or if the Grantee, through this agreement with the State, annually receive 50% or more of their budget from the State or from a combination of State and Federal funds, the Grantee shall provide an annual report, including the most recent IRS Form 990, detailing the total compensation for the entities' executive leadership teams. Total compensation shall include salary, bonuses, cashed -in leave, cash equivalents, severance pay, retirement benefits, deferred compensation, real -property gifts, and any other payout. The Grantee must also inform the Department of any changes in total executive compensation between the annual Attachment 1 11 of 12 Rev. 06/ 21/ 2022 reports. All compensation reports must indicate what percent of compensation comes directly from the State or Federal allocations to the Grantee. 38. Execution in Counterparts and Authority to Sign. This Agreement, any amendments, and/or change orders related to the Agreement, may be executed in counterparts, each of which shall be an original and all of which shall