Okaloosa County BOCC — October 7, 2014 — C03-0927-GM inc amend 1 — reading text

any and all sub-contractual agreements. Such insurance shall comply with the Florida Workers Compensation Law. 2. The Workers Compensation insurance shall be written with statutory limits of liability. In addition, the coverage shall include Employers Liability coverage with minimum liability limits of $1,000,000 per accident or disease. 3. Coverage shall include a waiver of subrogation clause in favor of Okaloosa County. Also, this endorsement must be indicated on the Certificate of Insurance. E. Notice of Claims or Litigation OCT shall report any incident or claim that results from performance of this Agreement to Okaloosa County. Within ten days of OCT's knowledge, Okaloosa County shall receive written notice describing the incident or claim. In the event such incident or claim involves injury or property damage to a third party, verbal notification shall be given the same day OCT becomes aware of the incident or claim. A detailed written report is to be made within ten days. - 11 - v. Monitoring and Audits The administration of funds awarded by Okaloosa County to OCT may be subject to audits and/or monitoring by Okaloosa County, as described in this section. A. MONITORING In addition to reviews of audits conducted in accordance with OMB Circular A-133 and Florida Single Audit, as revised (see "Audits" below), monitoring procedures may include, but not be limited to, on-site visits by the recipient's staff, limited scope audits as defined by OMB Circular A-133, as revised and/or other procedures. By entering into this agreement, the subrecipient agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by the recipient. In the event the recipient determines that a limited scope audit of the subrecipient is appropriate, the subrecipient agrees to comply with any additional instructions provided by the recipient to the subrecipient regarding such audit. The subrecipient further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Comptroller or Auditor General. B. AUDITS PART I: STATEFUNDED This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2)(1), Florida Statutes. 1. In the event that the subrecipient 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 $300,000 in any fiscal year of such recipient, the recipient must have a State single or project- specific audit for such fiscal year in accordance with Section 215.97,Florida Statutes; applicable rules of the Executive Office of the Governor and the Comptroller, an Chapter 10.600, Rules of the Auditor General. EXIDBIT 1 to this agreement indicates State funds awarded through the recipient by this agreement. In determining the State awards expended in its fiscal year, the recipient shall consider all sources of State awards, including State funds received from the recipient, except that State awards received by a nonstate entity for Federal program matching requirements shall be excluded from consideration. 2. In connection with the audit requirements addressed in Part I, paragraph 1, the subrecipient shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission of a reporting package as defined by Section 215.97(2)(d), Florida Statutes, and Chapter 10.600, Rules of the Auditor General. - 12 -  3. If the subrecipient expends less than $300,000 in State awards in its fiscal year, an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, is not required. In the event that the subrecipient expends less than $300,000 in State awards in its fiscal year and elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from non-State funds (i.e., the cost of such an audit must be paid from subrecipient funds obtained from other than State entities). (NOTE: The web site for the Florida Single Audit Act is located at http://sun6.dms.state.fl.us/fsaa/rules.htm). PART IT: REPORT SUBMISSION Copies of audit reports for audits conducted as required by PART I of this agreement shall be submitted to the recipient no later than 30 days from date of issue to the following address: Brenda L. Bailey Contracts & Grants Manager 1250 North Eglin Parkway, Suite C112 Shalimar, FL 32579 VI. Termination Failure to meet the requirements or obligations set forth in this Contract, and performance requirements established and monitored by the Coordinating Board in the approved Transportation Disadvantaged Service Plan shall be due cause for non-payment of reimbursement invoices until such deficiencies have been addressed or corrected to the satisfaction of the County. In the event of any violation, default or failure to perform as provided for herein, by either party, written notice shall be given setting forth the alleged violation, default or failure, which shall be corrected within a mutually agreed upon time, not to exceed thirty (30) days in any event, after the receipt of notice. In the event of such violation, default or failure is not corrected, the other party may cancel this contract for cause effective at the time provided for in a written notice of cancellation. Cancellation of this contract under these conditions shall not be a waiver of any other rights which said party may have for damages, specific performance, or such other relief, legal or equitable, for which such party may otherwise have a cause of action. A. Termination Conditions: 1. Termination at Will - This Contract may be terminated by either party upon no less - 13 -  than thirty (30) days notice, without cause. Said notice shall be delivered by certified mail, return receipt required, or in person with proof of delivery. 2. Termination due to Lack of Designation - In the event that the County as Coordinator, so designated by the local Coordinating Board and approved by the Commission, loses its designation, this contract is terminated immediately upon notification to OCT. Notice shall be delivered by certified mail, return receipt requested, or in person, with proof of delivery. Notice shall be effective upon receipt. 3. Termination due to Disapproval of Memorandum of Agreement - In the event that the Commission does not accept and approve any contracted transportation rates listed within the Memorandum of Agreement, this Contract is terminated immediately upon notification to OCT. Notice shall be delivered by certified mail, return receipt requested, or in person, with proof of delivery. Notice shall be effective upon receipt. 4. Termination due to Lack of Funds - In the event funds to finance this contract become unavailable, the County may terminate the contract with no less than twenty-four (24) hours written notice to OCT. Notice shall be delivered by certified mail, return receipt requested, or in person, with proof of delivery. Notice shall be effective upon receipt. The County shall be the final authority as to the availability of funds. 5. Termination for Breach - Unless OCT's breach is waived by the County in writing, the County may, by written notice to OCT, terminate this Contract upon no less than twenty-four (24) hours notice. Notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery. Waiver by the County of breach of any provision of this Contract shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Contract, and shall not act as a waiver or estoppel to enforcement of any provision of this Contract. The provisions herein do not limit the County's right to remedies at law or to damages. 6. Upon receipt of a notice of termination of this Contract for any reason, OCT shall cease service and prepare all final reports and documents required by the terms of this Contract. A final invoice shall be sent to the County within thirty (30) days after the termination of this Contract VIII. Assignments OCT shall not assign this contract or any of the rights hereto in whole or in part to any other person, firm or corporation without prior consent in writing to Okaloosa County. Such consent will not be withheld unreasonably. IX. Subcontracts During the duration of this contract, OCT may subcontract with third parties to provide the services needed for the SYSTEM. OCT will notify Okaloosa County of executed contracts during the term of this agreement. OCT shall bill for services, receive payment, accept invoices and pay invoices of all subcontractors. - 14 - X. Independent Contractor Status In performance of the responsibilities herein contemplated, OCT is an independent contractor, not an employee of Okaloosa County, who shall have the authority to control and direct the performance of its employees in the details of the management, operation, and maintenance of the SYSTEM. XI. Legal Counsel Whenever legal counsel is required for the benefit of the SYSTEM, such legal counsel shall be furnished by OCT. The cost thereof shall be an operating expense of the SYSTEM. XII. FT AlFDOT Amendments OCT agrees that ifany amendments must be made to this contract so Okaloosa County continues to qualify for any federal or state grants for public transportation, said amendments shall be promptly executed by OCT. XIII. Prohibition on Conflicts of Interest The County and OCT warrant that no employee, officer, or agent of the County, nor any partner of such a person, nor any member of the immediate family of such a person, nor any organization which employs, or is considering to employ such a person, has a financial or other interest in OCT or will otherwise benefit from the execution or performance of this agreement. Attachments I and II are an integral part of the Contract and are hereby incorporated by reference into this Contract. All subsequent attachments are of an optional nature. XIV. Notices All notices hereunder, and communication with respect to this contract shall be effective upon the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows: OCT: 207 Hospital Drive ATTN: Ruth Lovejoy, Executive Director Okaloosa County Council on Aging Fort Walton Beach, FL 32548 And Okaloosa County: 602-C North Pearl Street ATTN: John Christopher,