Okaloosa County BOCC — May 6, 2014 — Grant Agreement

Agreement #: DIG 14- DEFENSE INFRASTRUCTURE GRANT AGREEMENT THIS DEFENSE INFRASTRUCTURE GRANT AGREEMENT (together with any written amendment hereto that hereafter may be executed and delivered by the parties, this “Agreement”) is made and entered into as of this ______ day of ____________, 2014 by and between ENTERPRISE FLORIDA, INC., a Florida corporation not for profit (“EFI”), and Okaloosa County (the “Grantee”). WHEREAS, the Legislature of the State of Florida has appropriated funds from Specific Appropriations in the 2013 General Appropriations Act to provide grants for communities to fund local infrastructures projects (e.g. construction, land purchases, easements) having a positive impact on an installation’s military value (the “Grant Program”), and WHEREAS the Department of Economic Opportunity (DEO) has assigned responsibility for this program to EFI and EFI has selected the grant recipients (Exhibit C - Award Announcement), through a competitive RFP process; and WHEREAS, the Grantee is an organization eligible to receive funding under the Grant Program; and WHEREAS, the parties desire to enter into this Agreement, whereby the Grantee shall be awarded grant funding under the Grant Program, as provided herein, for the purpose or project (the “Project”) described in the application that the Grantee submitted to EFI for this purpose, a copy of which is attached hereto as Exhibit A (the “Grant Application”); NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. PARTIES: The Parties and their respective addresses for purposes of this Agreement are as follows: EFI: Heather Cave Program Manager, Military & Defense Enterprise Florida, Inc. 1030 East Lafayette Street Suite 9 Tallahassee, Florida 32301 (850) 298-6640 (850) 878-4578(fax) hcave@eflorida.com Grantee: Charles K. Windes, Jr., Okaloosa County Board of County Commissioners Contracts & Grants 1804 Lewis Turner Blvd. Ste 206 Ft. Walton Beach, FL 32547 (850) 651-7200 ext 4381 meubanks@clerkofcourts.cc 2. AGREEMENT MANAGERS: The parties each hereby appoint an Agreement Manager to facilitate the terms of this Agreement. All written approvals referenced in this Agreement must be obtained from the Parties’ Agreement Managers or their designees. The DIG Agreement Manager is: Heather Cave, Manager, Military & Defense Page 1 of 13 Programs who may be reached at (850) 298-6640. The Contractor Agreement Manager is Marcella B. Eubanks, who may be reached at (850) 651-7200 ext 4381 3. TERM: The term of this Agreement shall commence as of the date of this Agreement and shall continue until the Final Report pursuant to Paragraph 12 is accepted by EFI. 4. GRANT FUNDS: Pursuant to the terms of this Agreement, EFI shall pay to the Grantee from the Grant Program an amount equal to, two hundred thousand dollars ($200,000) or the amount actually expended by the Grantee on the Project (in total or any part thereof, the “Funds”). In consideration of such grant, Grantee agrees as follows: a. The Funds shall be expended solely for the purpose of the Project and the accomplishment of the Activities, as provided by Paragraph 5, or for the reimbursement of the Grantee’s own funds theretofore expended for the same purpose. Unless specifically authorized in the Schedule of Activities, the Grantee shall not use the Funds for any of the following expenses: (1) salaries of Grantee’s employees; (2) travel or incidental costs; (3) lobbying the Legislature, the Courts, or any state agency of the State of Florida; (4) administration of the Project; or, (5) any activity inconsistent with Section 216 Florida Statutes, relating to fixed capital outlay. (6) Contract audit costs b. Any Funds not expended on the Project will be forfeited to the State of Florida. c. Any expenditure in connection with the Project that exceeds the total amount of the Funds shall be the sole responsibility of the Grantee. Unless EFI otherwise agrees in its discretion, Grantee shall be required to complete the Project even if it must expend its own funds to do so. 5. SCOPE OF WORK: If the amount of the grant award matches the project application the Application Schedule of Activities shall apply. If the grant amount was modified by the award committee, the Grantee shall deliver to EFI a Schedule of Activities in which is described each activity to be performed by the Grantee under this Agreement (individually, an “Activity”; collectively, the “Activities”) within sixty (60) days after the date this Agreement is executed by both parties. These Activities shall support the purpose of this grant. The purpose of the grant is, “Shoal River Military Installation Buffering Project.” Upon EFI’s receipt and approval of the schedule, the schedule will be attached hereto as Exhibit B (the “Schedule of Activities”). The Grantee shall perform and accomplish each Activity set forth in the Schedule of Activities on or before the respective due date of such Activity indicated therein. The Schedule of Activities at any time in effect may be revised from time to time for the purpose of this grant in accordance with the following procedures: a. Grantee shall provide a revised Schedule of Activities that provides an update on all activities completed and initiated including any reimbursement requested. A Proposed Schedule of Activities will indicate new activities, due dates and budget adjustments. b. Within thirty (30) days after receiving any such Proposed Schedule, EFI shall notify the Grantee of its decision, in EFI’s absolute discretion, either to adopt the Proposed Schedule or not to adopt the Proposed Schedule. If in its absolute discretion EFI adopts the Proposed Schedule as submitted by the Grantee, it shall notify the Grantee in writing of its decision and from the date Page 2 of 13  of such notice the Proposed Schedule shall become the Schedule of Activities under this Agreement and shall be attached to this Agreement as a REVISED Schedule of Activities. If in its absolute discretion EFI elects not to adopt the Proposed Schedule, or if EFI fails to give Grantee written notice within such thirty (30) day period, the current Schedule of Activities shall continue to be the Schedule of Activities. c. The Schedule of Activities and any Proposed Schedule may incorporate by reference the Activities indicated on a work plan, schedule, or other document prepared by the Grantee or any other person or entity, provided that it contains the information required by this Paragraph 5. d. The state expects no more than a three year execution term; grantees will have three years from the date of the contract execution to complete their project. Contract term extensions will be evaluated on a case by case basis. 6. INITIAL DELIVERABLES and DISBURSEMENT: Upon EFI’s receipt and approval of the initial deliverables consisting of the Schedule of Activities, pursuant to Paragraph 5, EFI shall pay to the Grantee the initial disbursement in respect of the Funds an amount equal to one quarter of the grant amount one hundred twenty-five thousand dollars ($125,000). The initial disbursement may be made within 90 days of receipt of the initial deliverables. 7. STATUS REPORT: Until completion of the Project, the Grantee shall deliver to EFI quarterly project status reports (each, a “Status Report”) as follows: a. Grantee shall deliver a Status Report to EFI on or before the tenth (10th) day following the last day of each Reporting Quarter during the term of this Agreement even if there are no activities to report on. As used in this Agreement, a “Reporting Quarter” shall mean a quarter of the Fiscal Year that begins on July 1 with the first quarter ending on September 30. Report schedule is: For activity in months of: Status Report due by : Jan, Feb, Mar April 10 Apr, May, June July 10 Jul, Aug, Sept October 10 Oct, Nov, Dec January 10 If the 10th is not a business day, the report is due the next business day. b. Each Status Report shall outline the Grantee’s progress in completion of the Project during the Reporting Quarter for which the Status Report is delivered. Including the format provided by EFI for sections (1) – (6), it shall specifically include the following information: (1) A list of the Activities indicated in the Schedule of Activities to be completed during the Reporting Quarter and that actually were completed during the Reporting Quarter (“Completed Scheduled Activities”). For each Completed Scheduled Activity, the Status Report shall indicate the date of completion and the actual expenditures in relation thereto for which disbursement of Funds is requested. Attached to the Status Report, and clearly labeled, shall be evidence that each Completed Scheduled Activity was completed as indicated in the Status Report, which evidence may include copies of reports, statements, photographs, or any other appropriate documentation; (2) A list of the Activities indicated in the Schedule of Activities to be completed during the Reporting Quarter for which progress toward completion was made but that were not completed during the Reporting Quarter (“Partially Completed Scheduled Activities”). For each Partially Completed Scheduled Activity, the Status Report shall indicate as a percentage the Grantee’s progress in completion and shall describe briefly the reasons why the activity was not completed. The Status Report also shall indicate the actual expenditures in relation to each Partially Completed Scheduled Activity for Page 3 of 13 which disbursement of Funds is requested. Attached to the Status Report, and clearly labeled, shall be evidence of the Grantee’s progress in completion of the Partially Completed Scheduled Activity, which evidence may include copies of reports, statements, photographs, or any other appropriate documentation; (3) A list of Activities indicated in the Schedule of Activities to be completed during the Reporting Quarter for which no progress was made toward completion during the Reporting Quarter (“Incomplete Scheduled Activities”). For each Incomplete Scheduled Activity, the Project Status Report shall briefly describe the reasons why no progress was made toward completion of such Activity during the Reporting Quarter; (4) A list of Activities completed during the Reporting Quarter that were not indicated in the Schedule of Activities to be completed during the Reporting Quarter (“Completed Unscheduled Activities”). For each Completed Unscheduled Activity, the Status Report shall indicate the date of completion and the actual expenditures in relation thereto for which disbursement of Funds is requested. Attached to the Status Report, and clearly labeled, shall be evidence that each Completed Unscheduled Activity was completed, which evidence may include copies of reports, statements, photographs, or any other appropriate documentation; (5) A summary of the Grantee’s actual expenditures related to the Project during the Reporting Quarter, and for which disbursement of Funds has been received or is to be requested, compared to the anticipated expenditures for the Reporting Quarter as indicated in the Schedule of Activities; (6) A summary of the Grantee’s actual expenditures related to the Project since the date of this Agreement, and for which disbursement of Funds has been received or is to be requested, compared to the anticipated expenditures since the date of this Agreement as indicated in the Schedule of Activities; (7) To the extent the same is material, a summary and explanation of any unanticipated changes among the Grantees, subcontractors, and other participants involved in the Project; and (8) A summary and explanation of any other material changes that may affect the outcome or commercial potential of the Project. (9) A report on the use of Women and Minority Vendors as described in Paragraph 18. 8. INVOICE: With each Status Report that includes expenditures for reimbursement, the Grantee shall deliver to EFI an invoice, accompanied by a signed and dated Compliance Certification Form, (provided by EFI), that includes the following information: a. All expenditures related to the Completed Scheduled Activities for which disbursement of the Funds is requested; b. All expenditures related to the Partially Completed Scheduled Activities for which disbursement of the Funds is requested; c. All expenditures related to Completed Unscheduled Activities for which disbursement of the Funds is requested; d. any other unreimbursed expenditures related to Activities completed in prior Reporting Quarters or otherwise for which disbursement of the Funds is requested; and Page 4 of 13  e. detailed receipts or documentation for all expenditures. 9. DISBURSEMENT OF FUNDS: After receiving the Status Report, invoice and Compliance Certification Form and approval of the same, EFI shall disburse to the Grantee an amount equal to the cumulative amount of unreimbursed expenditures for Completed Scheduled Activities indicated therein, provided that EFI shall be required to disburse no more than the amount of anticipated expenditures related to each Completed Scheduled Activity indicated on the Schedule of Activities. Within EFI’s absolute discretion, EFI also may disburse to the Grantee an amount equal to or less than one or more of the following: a. the cumulative amount of unreimbursed expenditures for Partially Completed Activities indicated in the Invoice; b. the cumulative amount of unreimbursed expenditures for Completed Unscheduled Activity; or c. the amount of unreimbursed expenditures for Completed Scheduled Activities that exceeds the anticipated expenditures related thereto as indicated in the Schedule of Activities d. any other unreimbursed expenditures related to Activities completed in prior Reporting Quarters or otherwise related thereto as indicated in the Schedule of Activities. With each disbursement of Funds, EFI shall deliver to the Grantee a statement indicating the amount of Funds disbursed in relation to items (a) through (d) above. If the disbursement of Funds is less than the invoice amount EFI shall deliver to the Grantee a statement indicating the amount of Funds disbursed in relation to the Completed Scheduled Activities, the Partially Completed Scheduled Activities, the Completed Unscheduled Activities, and any other Activities and purposes. 10. FINAL DISBURSEMENT: Notwithstanding anything herein to the contrary, EFI shall release final Grant Funds of Two Thousand dollars ($2,000) or Ten percent (10%) whichever is less upon EFI’s receipt and acceptance of the Final Project Report required by Paragraph 12. The acceptance of final payment, and delivery of the Final Audit Report required in Paragraph 13, under this Agreement, or the acceptance of final payment upon early termination hereof, shall constitute full and complete release of EFI by the Grantee from any and all claims, demands, and courses of action whatsoever. 11. AVAILABILITY OF GRANT FUNDS: EFI’s obligations under this Agreement are contingent upon the continued availability to EFI of legislatively appropriated funds from the Grant Program in the amount known to EFI at the time this Agreement is executed, which amount may be used in support of this Agreement. The determination whether funds are available for the purposes of this Paragraph shall be made by EFI in its absolute discretion. 12. FINAL PROJECT REPORT: Grantee shall submit a Final Project Report within forty-five (45) days following Grantee’s completion of the Activities or termination of the grant agreement. Final disbursement shall be made only after EFI has approved the Final Project Report, which shall include the following information: a. a certification that the Project, including all of the Activities, has been completed in compliance with the terms and conditions of this Agreement; b. a certification that the Project meets state and local construction standards, as applicable; c. the total amount of Funds received from EFI pursuant to this Agreement; Page 5 of 13  d. the total amount of funds received from other sources in relation to the Project; e. the total amount of Project expenditures paid or reimbursed from the Funds; and f. an explanation of any material changes in circumstances that may affect the outcome or commercial potential of the Project. 13. FINAL AUDIT REPORT: Grantee shall inform the Agreement Manager of the type of audit that will be delivered at the end of the agreement. a. Within forty-five (45) days following the completion of all of the Activities or termination of the grant agreement, the Grantee shall cause there to be prepared at the Grantee’s expense and delivered to EFI a final audit report of an independent certified public accountant (or a firm thereof) licensed to practice in the State of Florida, stating the professional opinion that the Grantee has complied with this Agreement (the “Final Audit Report”). b. In lieu of providing the Final Audit Report in such manner, if the Grantee has an annual audit by an independent certified public accountant (or a firm thereof) licensed to practice in the State of Florida, or if the Grantee has a state single audit or state project-specific audit pursuant to Section 215.97, Florida Statutes 2009 (the “Single Audit Act”), prepared for the fiscal year in which this Agreement concludes, the Grantee may provide to EFI at the time when such audit is completed (at any rate, within 120 days following the end of such fiscal year of the Grantee) a report stating the professional opinion that the Grantee has complied with this Agreement. 14. FLORIDA SINGLE AUDIT ACT: The Grantee acknowledges that, by entering this Agreement, it is a “sub-recipient” within the meaning of the Florida Single Audit Act, and it is subject to the provisions thereof, as well as the rules of the Executive Office of the Governor of the State of Florida, the Comptroller of the State of Florida, and the Auditor General of the State of Florida related thereto. For that reason: a. the Grantee shall allow EFI, DEO, the Comptroller, the Offices of the Chief Inspector General, and the Auditor General access to the Grantee’s records and the Grantee’s independent auditor’s working papers as necessary to comply with the requirements of the Florida Single Audit Act; b. the Grantee shall notify EFI if it becomes subject to a state single audit or project-specific audit pursuant to the Florida Single Audit Act; and c. the Grantee shall comply with the other requirements of the Florida Single Audit Act including providing to EFI a copy of every fiscal year audit conducted during the term of this Agreement. d. Grantee is subject to the requirements under Catalog of State Financial Assistance (CSFA) number 40.003 Defense Infrastructure Grants CSFA number. For information regarding the Florida Single Audit Act, including the CSFA, Grantee should access https://apps.fldfs.com/fsaa . 15. AUDIT RECORDS: The Grantee shall retain and maintain all records and make such records available for an audit as may be requested. Records shall include independent auditor working papers, books, documents, and other evidence, including, but not limited to, vouchers, bills, invoices, requests for payment, and other supporting documentation, which, according to generally accepted accounting principles, procedures and practices, sufficiently and properly reflect all program costs expended in the performance of this Agreement. The records shall be subject at all times to inspection, review, or audit by state personnel of Page 6 of 13 DEO, Office of the Auditor General, Chief Financial Officer, Office of the Chief Inspector General, or other personnel authorized by EFI and copies of the records shall be delivered to EFI upon request. a. Grantee agrees to comply with the audit requirements of Section 215.97, Florida Statutes, and those found in Exhibit D b. Expenditures of State funds in accordance with this agreement shall be in compliance with laws rules, regulations applicable to expenditures of State funds, including, but not limited to, the Reference Guide for State Expenditures found at http://www.myfloridacfo.com/aadir/reference_guide/ c. This agreement may be charged only with allowable costs resulting from obligations incurred during the term of the agreement. Any balance of unobligated cash that has been advanced or paid that is not authorized to be retained for direct program costs in a subsequent period must be refunded to the EFI. 16. PUBLIC ACCESS TO RECORDS: Pursuant to Section 287.058(1)©, F.S., the Grantee shall allow public access to all documents, papers, letters or other materials made or received by Grantee in conjunction with this Agreement, unless the records are exempt from Section 24(a) of Article 1 of the State Constitution and subsection 119.07(1), F.S. It is expressly understood that EFI may unilaterally cancel this Agreement for the Grantees refusal to comply with this provision. 17. RECORDS RETENTION: The Grantee shall retain all grant records and shall ensure the retention of its independent auditor’s working papers for a period of seven (7) years from the date of submission of the final project report. If any litigation, claim, negotiation, audit, or other action involving the records has been started before the expiration of the seven (7) year period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years period, whichever is later. 18. WOMEN AND MINORITY VENDORS: The Grantee is encouraged to use small businesses, including minority and women-owned businesses as subcontractors or sub-vendors under this Agreement. The directory of certified minority and women- owned businesses can be accessed from the website of the Department of Management Services, Office of Supplier Diversity. The Grantee shall report on a quarterly basis its expenditures with minority and women-owned businesses. The report shall contain the names and addresses of the minority and women-owned businesses; the aggregate dollar figure disbursed that quarter for each business; the time period; type of goods or services; and the applicable code. If no expenditures were made to minority or women-owned businesses, the Grantee shall submit a statement to this effect. 19. GRANT APPLICATION: The Grantee represents and warrants that the information set forth in the Grant Application, attached here as Exhibit A, is true, correct, and complete in all material aspects. 20. FUTURE MAINTENANCE: Grantee agrees to be responsible for future maintenance expenses and other expenses associated with the Project, if any, after the conclusion of this Agreement, unless and until future maintenance is transferred to another entity. 21. COORDINATION: When reasonable, the Grantee shall coordinate with other components of the state and local development systems of the State of Florida and avoid duplication of existing state and local services and activities provided in Florida. 22. INSURANCE: Page 7 of 13 Grantee represents they have and will maintain during the term of this contract all insurance required by state, local and federal agencies. 23. SECURITY INTEREST: To the extent required by Section 287.05805, Florida Statutes, if any part of the Funds shall be used for the purchase or improvement of real property, the Grantee shall grant to the State of Florida a security interest in the property at least equal to the amount of the Funds, such security interest to continue at least five (5) years from the date of purchase or completion of the improvement. No separate instrument shall be required in order for the Grantee to grant such security interest to the State of Florida. 24. PROMOTIONAL MATERIALS: Advertisements, signs, and other promotional materials funded by this Agreement shall include reference and credit to EFI. 25. INDEPENDENT CONTRACTOR: The Grantee is acting as an independent contractor and not as EFI’s employee in the performance of this Agreement. The Grantee acknowledges that EFI is not responsible for withholding and filing national or state taxes or other payroll withholdings on behalf of the Grantee. The Grantee further acknowledges that neither the Grantee nor the employees of the Grantee will participate in or receive any employee benefits, including health insurance, retirement benefits, 401(k) plan, or worker’s compensation benefits provided through EFI. 26. INDEMNIFICATION: Each party hereto agrees to defend, indemnify and hold the other harmless, to the extent allowed under Section 768.28, F.S., from all claims, loss, damage and expense, including attorneys' fees and costs and attorneys' fees and costs on appeal, arising from the negligent acts or omissions of the indemnifying party's officers, employees, contractors and agents related to its performance under this Agreement. Counsel selected by the indemnifying party shall be reasonably satisfactory to the indemnified party. This provision does not constitute a waiver of either party's sovereign immunity or extend either party's liability beyond the limits established in Section 768.28, F.S. Additionally, this provision will not be construed to impose contractual liability on either party for underlying tort claims as described above beyond the limits specified in Section 768.28, F.S. 27. JURISDICTION: With respect to its interpretation, construction, effect, performance, enforcement, and all other matters, this Agreement shall be governed by, and be consistent with, the whole law of the State of Florida, both procedural and substantive. Any and all litigation arising under this Agreement shall be brought in the appropriate State of Florida Court in Orange County, Florida 28. NO PLEDGE OF CREDIT: The Grantee has no authority to, and shall not, pledge the credit of EFI, DEO, or the State of Florida, or purport to make EFI, DEO, or the State of Florida a guarantor of payment or surety for any Agreement, debt, obligation, judgment, lien or any form of indebtedness. 29. COMPLIANCE WITH LAW: The Grantee agrees that all acts to be performed by it in connection with this Agreement shall be performed in strict conformity with all applicable local, state, and federal laws and regulations. 30. SUBCONTRACTS: Any and all contracts that Grantee executes with a person or organization under which such person or organization agrees to perform economic development services or similar business assistance services on behalf of Grantee, shall include provisions requiring that such person or organization report on performance, account for proper use of funds provided under the contract (including the provision of audit rights pursuant to Paragraphs 13, 14 and Exhibit D when applicable), coordinate with other components Page 8 of 13 of state and local economic development systems and avoid duplication of existing state and local services and activities. Any and all contracts that Grantee executes with a person or organization shall include provisions whereby Grantee and the subcontractors agree to abide by all local, state and federal laws. Grantee shall responsibly and prudently manage all public and private funds received and ensure that the use of such funds is in accordance with all applicable laws, bylaws or contractual requirements. 31. PATENTS, COPYRIGHTS AND ROYALTIES: If any discovery or invention arises or is developed in the course or as a result of work or services performed under this Agreement, or in any way connected with this Agreement, the Grantee shall refer the discovery or invention to EFI to determine whether patent protection will be sought in the name of the State of Florida. Additionally, in the event that any books, manuals, films, or other copyrightable materials are produced, the Grantee shall notify EFI. 32. NON-DISCRIMINATION; ANTI HARRASSEMENT: The Grantee shall not discriminate unlawfully against any individual employed in the performance of this Agreement because of race, religion, color, sex, physical handicap unrelated to such person’s ability to engage in this work, national origin, ancestry, or age. Grantee shall provide a harassment-free workplace, with any allegation of harassment to be given priority attention and action. 33. PUBLIC ENTITY CRIME LSIT; DISCRIMINATORY VENDOR LIST: To the extent required by the Florida Statues 287.134(3)(a), the Grantee acknowledges notice of the requirements of Sections 287.134(2)(b), Florida Statutes. To its knowledge, the Grantee has not been placed on the discriminatory vendor list described by Section 287.134, Florida Statutes. To the extent required by Florida Statutes 287.133(2)(a), the Grantee affirms that it is aware of the provisions of Florida Statutes 287.133(2)(b). Grantee affirms that at no time has it been convicted of a Public Entity Crime and agrees that any such conviction during the term of this Agreement may result in termination of this Agreement. 34. UNAUTHORIZED ALIENS: EFI shall consider the employment by any Grantee or subcontractor of unauthorized aliens as described by Section 274A(e) of the Immigration and Nationalization Act cause for termination of this Agreement. 35. LOBBYING: Grantee shall not sue any funds received pursuant to this Agreement for lobbying the Florida Legislature, the judicial branch or any state agency. 36. FAILURE OF SATISFACTORY PERFORMANCE: EFI’s obligation to pay the Funds to Grantee hereunder is contingent upon EFI’s receipt when due and approval of all Status Reports, Invoices, and other reports required under this Agreement, the Grantee’s satisfactory completion of the Activities, and the satisfactory performance of the Grantee’s obligations under this Agreement, as determined by EFI in its reasonable discretion. EFI may terminate this Agreement, or reduce the amount of the Funds, at any time for the Grantee’s breach of any term herein or failure to provide satisfactory performance hereunder, as determined by EFI, without warning or notice. 37. NOTICES: All notices between the parties provided for herein shall be by either confirmed facsimile transmission, confirmed electronic mail, business mail service, or certified mail, return receipt requested, delivered to the following address of each party: Marcella B. Eubanks 1804 Lewis Turner Blvd. Ste 206 Ft. Walton Beach, FL 32547 38. WAIVER: Page 9 of 13 No failure or delay on the part of EFI in exercising any power or right under this Agreement and no course of dealing or course of performance between EFI and the Grantee shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Grantee in any case shall entitle it to any notice or demand in similar or other circumstances. 39. MODIFICATION: This Agreement may not be altered, modified, or changed in any manner, except pursuant to a written agreement executed and delivered by each of the parties. Modification of the grant purpose or goals must be approved by EFI. Additionally, any such modification, amendment or change shall be effective on the date of delivery or such later date as the parties may agree therein. 40. COMPLETE AGREEMENT: This Agreement, with all exhibits hereto, constitutes the entire agreement between the parties and supersedes all agreements representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter, and neither party shall be bound by any oral or written agreements, representations, warranties, statements, promises, or understandings not specifically set forth in this Agreement. 41. COUNTERPARTS: This Agreement may be executed in counterparts and shall be of the same force and effect as if all parties had executed one copy of the Agreement. In addition, to facilitate completion and execution of the Agreement, faxed signatures shall be of the same force and effect as original signatures. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written. “EFI” “GRANTEE” ENTERPRISE FLORIDA, INC. __________________________ ________________________________ Gray Swoope Charles K. Windes, Jr., Chairman, Board of County Commissioners President, CEO Printed: __________________________ Or – Designee Title: Date_____________________ Date ____________________________ Page 10 of 13  EXHIBIT LIST FOR DEFENSE INFRASTRUCTURE GRANT AGREEMENT Exhibit A Grant Application Exhibit B Schedule of Activities Exhibit C Award Announcement Exhibit D Special Audit Requirements Page 11 of 13  EXHIBIT D SPECIAL AUDIT REQUIREMENTS The administration of funds awarded by the Enterprise Florida (EFI) to Grantee may be subject to audits and/or monitoring by EFI or by Department of Economic Opportunity (DEO), as described in this section. MONITORING By entering into this agreement, the Grantee agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by EFI. In the event EFI determines that a limited scope audit of the recipient is appropriate, Grantee agrees to comply with any additional instructions provided by EFI to Grantee regarding such audit. Grantee further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by DEO, the Chief Financial Officer, Auditor General, or Chief Inspector General. Grantee shall permit access to the Grantee’s records and independent auditor’s working papers as necessary to comply with the requirements of this Agreement. AUDITS 1. In the event that Grantee expends a total amount of State awards (i.e., State financial assistance provided to the recipient to carry out a State project) equal to or in excess of $500,000 in any fiscal year of Grantee, Grantee must have a State single or project-specific audit for such fiscal year in accordance with Section 215.97, Florida Statutes (the Single Audit Act); applicable rules of the Executive Office of the Governor and the Chief Financial Officer, and Chapter 10.650, Rules of the Auditor General. In determining the State financial assistance expended in its fiscal year, Grantee shall consider all sources of State awards, including State funds received from EFI, except that State financial assistance received by a non-state entity for Federal program matching requirements shall be excluded from consideration. The CSFA number for Defense Infrastructure is 40.003, Local Economic Development Initiatives is 40.012, Military Base Protection, Defense Reinvestment and Defense Support Task Force is 40.014, Economic Development Projects (CAMACOL) and Advocating International Relationships (SEUS/Japan & FLOR-KOR) is 40.016. 2. In connection with the audit requirements, Grantee shall ensure that the audit complies with the requirements of Section 215.97(8), Florida Statutes. This includes submission of a reporting package as defined by Section 215.97(2)(e), Florida Statutes, and Chapter 10.650, Rules of the Auditor General. 3. If Grantee expends less than $500,000 in State financial assistance in its fiscal year, an audit conducted in accordance with the provisions of the Single Audit Act is not required. In the event that Grantee expends less than $500,000 in State financial assistance in its fiscal year and elects to have an audit conducted in accordance with the provisions of the Single Audit Act, the cost of the audit must be paid from non-State funds (i.e., the cost of such an audit must be paid from Grantee funds obtained from other than State entities). 4. Grantee must include the record keeping requirements found herein in sub-recipient contracts and subcontracts entered into by Grantee for work required under terms of this Agreement. In the executed subcontract, Grantee shall provide each sub-recipient of state financial assistance the information needed by the sub-recipient to comply with the requirements of the Single Audit Act. Pursuant to Section 215.97(7), Florida Statutes, Grantee shall review and monitor sub- recipient audit reports and perform other procedures as specified in the agreement with the sub- recipient, which may include onsite visits. Grantee shall require sub-recipients, as a condition of receiving state financial assistance, to permit the independent auditor of the recipient, the awarding agency, the Chief Financial Officer, the Chief Inspector General, and the Auditor General access to the sub-recipient’s records and independent auditor’s working papers as necessary to comply with the requirements of the Single Audit Act. Page 12 of 13  5. For information regarding the Florida Single Audit Act, including the Florida Catalog of State Financial Assistance (CFSA), the recipient should access the website for the Governor's Office located at https://apps.fldfs.com/fsaa for assistance. REPORT SUBMISSION Copies of audit reports conducted in accordance with the audit requirements contained herein shall be submitted to the parties set out below. The annual financial audit report shall include all management letters and Grantee’s response to all findings, including corrective actions to be taken. The annual financial audit report shall include a schedule of financial assistance specifically identifying all Agreement and other revenue by sponsoring agency and Agreement number. The complete financial audit report, including all items specified above, shall be sent directly to: Heather Cave, Enterprise Florida, Inc. 1030 East Lafayette Street, Suite 9 Tallahassee, FL 32301 and Pamela Murphy Enterprise Florida, Inc. 800 N. Magnolia Ave., Suite 1100 Orlando, Florida 32803 and Elizabeth Walker Department of Economic Opportunity Division of Strategic Business Development 107 East Madison Street, MSC-80 Tallahassee, Florida 32399 -0001 RECORD RETENTION The Grantee shall retain all grant records and shall ensure the retention of its independent auditor’s working papers for a period of seven (7) years from the date of submission of the final project report. If any litigation, claim, negotiation, audit, or other action involving the records has been started before the expiration of the seven (7) year period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) year period, whichever is later. Page 13 of 13