Okaloosa County BOCC — April 15, 2014 — Fully Executed State Aid Library Grant #14-ST-47 — reading text

t t  0 b. To notify the grantee of the grant award after review and approval of required documents. The grant amount shall be calculated in accordance with Chapter 257, Florida Statutes, and guidelines for the State Aid to Libraries Grant Program. c. To distribute grant funds in two payments. The frrst payment will be requested by the DIVISION ftom the Chief Financial Officer upon execution of the agreement. The remaining payment will be made by June 30. d. That any balance of unobligated cash that has been paid to the grantee may be retained for direct program costs in a subsequent period. Ill. The GRANTEE and the DIVISION mutually agree that: a. This instrument embodies the whole agreement of the parties. There are no provisions, terms, conditions, or obligations other than those contained herein; and this agreement shall supersede all previous communications, representation, or agreements either verbal or written, between the parties. No amendment shall be effective unless reduced in writing and signed by the parties. b. The agreement is executed and entered into in the State of Florida, and shall be construed, performed, and enforced in all respects in accordance with the laws and rules of the State of Florida. Each party shall perform its obligations hereunder in accordance with the terms and conditions of this agreement. If any matter arising out of this Agreement becomes the subject of litigation, venue shall be in Leon County. c. If any term or provision of the agreement is found to be illegal and unenforceable, the remainder of the agreement shall remain in run force and effect and such term or provision shall be deemed stricken. d. No delay or omission to exercise any right, power, or remedy accruing to either party upon breach or default by either party under this Agreement shall impair any such right, power, or remedy of either party; nor shall such delay or omission be construed as a waiver of any such breach or default, or any similar breach or default. e. This agreement shall be terminated by the DIVISION because of failure of the GRANTEE to fulfill its obligations under the agreement in a timely and satisfactory manner unless the GRANTEE demonstrates good cause as to why it cannot fulfill its obligations. Satisfaction of obligations by GRANTEE shall be determined' by the DIVISION, based on the terms and conditions imposed on the GRANTEE in paragraphs I and Ill of this agreement and guidelines for the State Aid to Libraries Grant Program. The DIVISION shall provide GRANTEE a written notice of default letter. GRANTEE shall have I 5 calendar days to cure the default. If the default is not cured by GRANTEE within the stated period, the DIVISION shall terminate this agreement, unless the GRANTEE demonstrates good cause as to why it cannot cure the default within the prescribed time period. For purposes of this agreement, "good cause" is defined as circumstances beyond the GRANTEE's control. Notice shall be sufficient if it is delivered to the party personally or mailed to its specified address. In the event of termination of this agreement, the GRANTEE will be compensated for any work satisfactorily completed prior to notification of termination, if equitable. Page 4of7 State Aid to Libraries Grant Agreement Chapter 18-2.011(2)(a), Florida Administrative Code, Effective xx-xx-xxxx  0 f The DMSION shall unilaterally cancel this agreement in the event that the GRANTEE refuses to allow public access to all documents or other materials made or received in regard to this agreement that are subject to the provisions of Chapter 119, Florida Statutes. GRANTEE agrees to immediately contact the DIVISION for assistance in the event that it receives a public records request related to this agreement or the grant the it awards. g. The DIVISION shaJJ not be liable to pay attorney fees, interest, late charges and service fees, or cost of collection related to the grant. h. The DMSION shall not assume any liability for the acts, omissions to act or negligence of the GRANTEE, its agents, servants, or employees; nor shall the GRANTEE exclude liability for its own acts, omissions to act, or negligence to the DIVISION. In addition, the GRANTEE hereby agrees to be responsible for any injury or property damage resulting from any activities conducted by the GRANTEE. i. The GRANTEE, other than a GRANTEE which is the State or agency or subdivision of the State, agrees to indemnify and hold the DIVISION harmless from and against any and all claims or demands for damages of any nature, including but not limited to personal injury, death, or damage to property, arising out of any activities performed under this agreement and shall investigate all claims at its own expense. J. The GRANTEE shall be responsible for all work performed and all expenses incurred in connection with the project. The GRANTEE may subcontract as necessary to perform the services set forth in this agreement, including entering into subcontracts with vendors for services and commodities, provided that such subcontract has been approved by the DIVISION, such approval not to be unreasonably withheld, and provided that it is understood by the GRANTEE that the DIVISION shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and that the GRANTEE shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. k. Neither the State nor any agency or subdivision of the State waives any defense of sovereign immunity, or increases the limits of its liability, upon entering into a contractual relationship. I. The GRANTEE, its officers, agents, and employees, in performance of this agreement, shall act in the capacity of an independent contractor and not as an officer, employee or agent of the DIVISION. Under this agreement, GRANTEE is not entitled to accrue any benefits of state employment, including retirement benefits, and any other rights or privileges connected with employment in the State Career Service. GRANTEE agrees to take such steps as may be necessary to ensure that each subcontractor of the GRANTEE will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, or partner of the DMSION. Page 5of7 State Aid to Libraries Grant Agreement Chapter 1B-2.011(2)(a), Florida Administrative Code, Effective xx-xx-xxxx  0 r [ l i I m. The GRANTEE shall not assign, sublicense, nor otherwise transfer its rights, duties, or ~ ~ obligations under this agreement without the prior written consent of the DIVISION, whose lt consent shall not unreasonably be withheld. The agreement transferee must demonstrate g compliance with the requirements of the program. Ifthe DIVISION approves a transfer of the GRANTEE's obligations, the GRANTEE remains responsible for all work performed ! I and all expenses incurred in connection with the Agreement. In the event the Legislature i transfers the rights, duties, or obligations of the Department to another governmental entity r' ~ ~ pursuant to Section 20.06, Florida Statures, or otherwise, the rights, duties, and obligations under this agreement shall also be tmnsferred to the successor government entity as if it 'f, l were an original party to the agreement. l ! n. This agreement shall bind the successors, assigns, and legal representatives of the i ' ~ GRANTEE and of any legal entity that succeeds to the obligation ofthe DIVISION. o. The State of Florida's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the legislature. In the event that the state funds on which t ; this agreement is dependent are withdrawn, this agreement is terminated and the ~ I DNISION has no further liability to the GRANTEE beyond that already incurred by the termination date. In the event of a state revenue shortfall, the total grant shall be reduced in accordance with Section 257.21, Florida Statures. l p. If the GRANTEE is in noncompliance with any term(s) of this grant agreement or any other grant agreement with the Division of Library and Information Services, the Division of Historical Resources or the Division of Cultural Affairs, the Division may withhold grant payments until the GRANTEE comes into compliance. Violation of a grant program requirement, including but not limited to failure to submit grant reports and other grant documents; submission of incomplete grant reports or other grant documents; or violation of other grant agreement requirements; shall constitute a basis for the Division to place the GRANTEE in noncompliance status with the Department of State. q. The Division shallapply the following financial consequences for failure to perform the duties I tasks requiredin the scope of work. Should the library fail to provide free library service to the