Okaloosa County BOCC — December 16, 2014 — PAS Phase IV Agreement — reading text

PLANNING ASSISTANCE TO STATES AGREEMENT BETWEEN THE DEPARTMENT OF THE ARMY AND OKALOOSA COUNTY, FLORIDA, BOARD OF COMMISSIONERS FOR OKALOOSA COUNTY PHASE IV THIS AGREEMENT is entered into this _ day of , 2014, by and between the Department of the Army (hereinafter the “Government”), represented by the District Engineer, and the Okaloosa County, Florida, Board of Commissioners hereinafter the “Sponsor”), represented by the Chairman signing the agreement. WITNESSETH, THAT: WHEREAS, Section 22 of the Water Resources Development Act of 1974 (WRDA 1974), Public Law 93-251, as amended, authorizes the Secretary of the Army (Secretary), acting through the Chief of Engineers, to cooperate with any State in the preparation of comprehensive plans for the development, utilization, and conservation of the water and related resources of drainage basins, watersheds, or ecosystems located within the boundaries of such State; WHEREAS, Section 319 of the Water Resources Development Act of 1990 (WRDA 1990), Public Law 101-640, specifies the cost-sharing requirements applicable to the provision of Federal assistance pursuant to Section 22 of WRDA 1974, as amended; WHEREAS, Section 2013 of the Water Resources Development Act of 2007, Public Law 110-114, amended Section 22 of the Water Resources Development Act of 1974, Public Law 93-251, as amended (42 U.S.C. 1962d-16) to increase the amount of in-kind contributions the Sponsor may provide toward its required contribution of Study Costs from 50 percent to 100 percent and to increase the statutory limitation on the amount that may be expended to carry out comprehensive plans in any one year in any one State from $500,000 to $2,000,000; WHEREAS, the Sponsor may provide up to 100 percent of its required contribution of Study Costs by the provision of services, materials, supplies or other in-kind services; WHEREAS, the Sponsor has identified the need for technical and planning assistance as described in the Scope of Work, Attachment A, incorporated into this Agreement; and WHEREAS, the Sponsor has the authority and capability to furnish the cooperation 1 of7 hereinafter set forth and is willing to participate in cost-sharing and financing in accordance with the terms of this Agreement. NOW, THEREFORE, the Government and Sponsor agree as follows: ARTICLE I - DEFINITIONS A. The term “Study” shall mean the tasks identified in the attached Scope of Work. B. The term "Study Costs" shall mean all disbursements by the Government pursuant to this Agreement, from Federal appropriations or from funds made available to the Government by the Sponsor and in-kind contributions performed by the Sponsor pursuant to this Agreement. Study Costs shall include, but not be limited to: labor charges; direct costs; overhead expenses; supervision and administration costs; the costs of participation in Study Management and Coordination in accordance with Article IV of this Agreement; the costs of contracts with third parties, including termination or suspension charges; and any termination or suspension costs (ordinarily defined as those costs necessary to terminate ongoing contracts or obligations and to properly safeguard the work already accomplished) associated with this Agreement. C. The term "estimated Study Costs" shall mean the estimated cost of performing the Study as of the effective date of this Agreement, as specified in Article II.A. of this Agreement. D. The term "study period" shall mean the time period for conducting the Study, commencing with the release to the U.S. Army Corps of Engineers, Mobile District of initial Federal funds following the execution of this Agreement and ending when the Mobile District provides the planning report to the Sponsor. E. The term "SOW" shall mean the Scope of Work, which is attached to this Agreement and which shall not be considered binding on either party and is subject to change by the Government, in consultation with the Sponsor. F. The term "fiscal year" shall mean one fiscal year of the Government. The Government fiscal year begins on October 1 and ends on September 30. G. The term "in-kind contributions" shall mean services, materials, supplies or other in-kind services that are performed or provided by the Sponsor in accordance with the SOW. H. The term “Federal program funds” shall mean funds provided by a Federal agency, 2 of 7 other than the Department of the Army, plus any non-Federal contribution required as a matching share therefor. ARTICLE II - OBLIGATIONS OF PARTIES A. The Government, subject to receiving funds appropriated by the Congress of the United States (Congress), using funds and in-kind contributions provided by the Sponsor and funds appropriated by the Congress of the United States, shall expeditiously prosecute and complete the Study, substantially in compliance with the SOW described in Attachment A and in conformity with applicable Federal laws and regulations and mutually acceptable standards of engineering practice. B. In accordance with this Article and Article IILA., IJI.B. and III.C. of this Agreement, the Sponsor shall contribute cash or in-kind contributions equal to fifty (50) percent of Study Costs. In-kind contributions may comprise 100 percent of the Sponsor's contributions. C. The Non-Federal Sponsor shall not use Federal program funds to meet any of its obligations for the Study under this Agreement unless the Federal agency providing the funds verifies in writing that such funds are authorized to be used to carry out the Study. D. The award and management of any contract with a third party in furtherance of this Agreement which obligates Federal appropriations shall be exclusively within the control of the Government. E. Notwithstanding any provision of this Agreement, this Agreement and the Governnent’s obligations hereunder shall not be effective and will not commence until Federal funds have been appropriated and allocated to the District Engineer, U.S. Army Corps of Engineers Mobile District for the implementation of this study. In the event that Federal funds are allocated to the District Engineer for this study after the date that the parties hereto execute this Agreement, the effective date of this Agreement shall be the date that funding approval is provided to the District Engineer. 3 of 7 ARTICLE III - METHOD OF PAYMENT A. The Government shall maintain current records of contributions provided by the parties, current projections of Study Costs, and current projections of each party's share of Study Costs. At least quarterly, the Government shall provide the Sponsor a report setting forth this information. As of the effective date of this Agreement, estimated Study Costs are $165,000, and the Sponsor’s share of estimated Study Costs is $82,500. In order to meet the Sponsor’s cash payment requirements for its share of estimated Study Costs, the Sponsor must provide a cash contribution currently estimated to be $0. The dollar amounts set forth in this Article are based upon the Government's best estimates, which reflect the scope of the studies described in the SOW, projected costs, price-level changes, and anticipated inflation. Such cost estimates are subject to adjustment by the Government and are not to be construed as the total financial responsibilities of the Government and the Sponsor. B. The Sponsor shall provide its cash contribution required under Article II-B. of this Agreement in accordance with the following provisions: 1. No later than 45 calendar days prior to the scheduled date of the Government's issuance of the solicitation for the first contract for the Study or for the Government's anticipated first significant in-house expenditure for the Study, the Government shall notify the Sponsor in writing of the funds the Government determines to be required from the Sponsor to meet its share of Study Costs. No later than 30 calendar days thereafter, the Sponsor shall provide the Government the full amount of the required funds by delivering a check payable to “FAO, USAED, Mobile” to the District Engineer or an Electronic Funds Transfer in accordance with procedures established by the Government. 2. The Government shall draw from the funds provided by the Sponsor such sums as the Government deems necessary to cover the Sponsor’s share of contractual and in- house financial obligations attributable to the Study as they are incurred. 3. In the event the Government determines that the Sponsor must provide additional funds to meet its share of Study Costs, the Government shall so notify the Sponsor in writing. No later than 60 calendar days after receipt of such notice, the Sponsor shall provide the Government with a check or an Electronic Funds Transfer for the full amount of the additional required funds. C. Within 90 calendar days after the conclusion of the Study Period or termination of this Agreement, the Government shall conduct a final accounting of Study Costs, including disbursements by the Government of Federal funds and cash contributions by the Sponsor and shall furnish the Sponsor with the results of this accounting. Within 30 calendar days thereafter, 4 of 7 the Government, subject to the availability of funds, shall reimburse the Sponsor for the excess, if any, of cash contributions and credits given over its required share of Study Costs, or the Sponsor shall provide the Government any cash contributions required for the Sponsor to meet its required share of Study Costs. ARTICLE IV - STUDY MANAGEMENT AND COORDINATION To provide for consistent and effective communication, the Government’s Project Manager for the Study and the Sponsor’s designated representative shall communicate regularly until the end of the Study Period. ARTICLE V - DISPUTES As a condition precedent to a party bringing any suit for breach of this Agreement, that party must first notify the other party in writing of the nature of the purported breach and seek in good faith to resolve the dispute through negotiation. Ifthe parties cannot resolve the dispute through negotiation, they may agree to a mutually acceptable method of non-binding alternative dispute resolution with a qualified third party acceptable to both parties. The parties shall each pay 50 percent of any costs for the services provided by such a third party as such costs are incurred. Such costs shall not be included in Study Costs. The existence of a dispute shall not excuse the parties from performance pursuant to this Agreement. ARTICLE VI - MAINTENANCE OF RECORDS AND AUDIT A. Within 60 calendar days of the effective date of this Agreement, the Government and the Sponsor shall develop procedures for keeping books, records, documents, and other evidence pertaining to costs and expenses incurred pursuant to this Agreement. These procedures shall incorporate, and apply as appropriate, the standards for financial management systems set forth in the Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments at 32 C.F.R. Section 33.20. The Government and the Sponsor shall maintain such books, records, documents, and other evidence in accordance with these procedures and for a minimum of three years after the period of design and resolution of all relevant claims arising therefrom. To the extent permitted under applicable Federal laws and regulations, the Government and the Sponsor shall each allow the other to inspect such books, documents, records, and other evidence. B. In accordance with 31 U.S.C. Section 7503, the Government may conduct audits in 5 of 7 addition to any audit that the Sponsor is required to conduct under the Single Audit Act. Any such Government audits shall be conducted in accordance with Government Auditing Standards and the cost principles in OMB Circular No. A-87 and other applicable cost principles and regulations. The costs of Government audits shall be included in total Study Costs and cost shared