Okaloosa County BOCC — May 6, 2014 — Grant Agreement — reading text

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