Okaloosa County BOCC — January 19, 2016 — FWC Grant — reading text

with any public entity; and may not transact business with any public entity. The Grantee has a continuing duty to disclose to the Commission whether they appear on the discriminatory vendor list. 34. SEVERABILITY, CHOICE OF LAW, AND CHOICE OF VENUE. This Agreement has been delivered in the State of Florida and shall be construed in accordance with the laws of Florida. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Any action in connection herewith, in law or equity, shall be brought in Leon County, Florida, to the exclusion of all other lawful venues. 35. NO THIRD PARTY RIGHTS. The Parties hereto do not intend nor shall this Agreement be construed to grant any rights, privileges or interest to any person not a Party to this Agreement. GRANT - GOVERNMENTAL ENTITY Ver. June 15, 2015 Page 17 of 20  FWC Agreement No. 15274 36. JURY TRIAL WAIVER. As part of the consideration for this Agreement, the Parties hereby waive trial by jury in any action or proceeding brought by any Party against any other Party pertaining to any matter whatsoever arising out of or in any way connected with this Agreement, or with the products or services provided under this Agreement, including but not limited to any claim by the Grantee of quantum meruit. 37. PROHIBITION OF UNAUTHORIZED ALIENS. In accordance with federal Executive Order 96-236, the Commission shall consider the employment by the Grantee of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationalization Act. Such violation shall be cause for unilateral cancellation of this Agreement if the Grantee knowingly employs unauthorized aliens. 38. EMPLOYMENT ELIGIBILITY VERIFICATION (E-VERIFY). A. Requirement to Use E-Verify. Executive Order 11-116, signed May 27, 2011, by the Governor of Florida, requires Commission contracts in excess of nominal value to expressly require the Grantee to: 1.) utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Grantee during the contract term; and, 2.) include in all subcontracts under this Agreement, the requirement that subcontractors performing work or providing services pursuant to this contract utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the term of the subcontract. B. E-Verify Online. E-Verify is an Internet-based system that allows an employer, using information reported on an employee’s Form I-9, Employment Eligibility Verification, to determine the eligibility of all new employees hired to work in the United States after the effective date of the required Memorandum of Understanding (MOU); the responsibilities and elections of federal contractors, however, may vary, as stated in Article II.D.1.c. of the MOU. There is no charge to employers to use E-Verify. The Department of Homeland Security’s E-Verify system can be found online at http://www.dhs.gov/files/programs/gc_1185221678150.shtm C. Enrollment in E-Verify. If the Grantee does not have an E-Verify MOU in effect, the Grantee must enroll in the E-Verify system prior to hiring any new employee after the effective date of this Agreement. D. E-Verify Recordkeeping. The Grantee further agrees to maintain records of its participation and compliance with the provisions of the E-Verify program, including participation by its subcontractors as provided above, and to make such records available to the Commission or other authorized state entity consistent with the terms of the Grantee’s enrollment in the program. This includes maintaining a copy of proof of the Grantee’s and subcontractors’ enrollment in the E- Verify Program (which can be accessed from the “Edit Company Profile” link on the left navigation menu of the E-Verify employer’s homepage). E. Employment Eligibility Verification. Compliance with the terms of the Employment Eligibility Verification provision is made an express condition of this Agreement and the Commission may treat a failure to comply as a material breach of the Agreement. 39. FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE. Neither Party shall be liable to the other for any delay or failure to perform under this Agreement if such delay or failure is neither the fault nor the negligence of the Party or its employees or agents and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Party’s control, or for any of the foregoing that affects subcontractors or suppliers if no alternate source of supply is available. However, in the event of delay from the foregoing causes, the Party shall take all reasonable GRANT - GOVERNMENTAL ENTITY Ver. June 15, 2015 Page 18 of 20  FWC Agreement No. 15274 measures to mitigate any and all resulting delay or disruption in the Party’s performance obligation under this Agreement. If the delay is excusable under this paragraph, the delay will not result in any additional charge or cost under the Agreement to either Party. In the case of any delay the Grantee believes is excusable under this paragraph, Grantee shall notify the Commission’s Grant Manager in writing of the delay or potential delay and describe the cause of the delay either: (1) within ten (10) calendar days after the cause that creates or will create the delay first arose, if the Grantee could reasonably foresee that a delay could occur as a result; or (2) within five (5) calendar days after the date Grantee first had reason to believe that a delay could result, if the delay is not reasonably foreseeable. THE FOREGOING SHALL CONSTITUTE GRANTEE’S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. The Commission, in its sole discretion, will determine if the delay is excusable under this paragraph and will notify the Grantee of its decision in writing. No claim for damages, other than for an extension of time, shall be asserted against the Commission. The Grantee shall not be entitled to an increase in the Agreement price or payment of any kind from the Commission for direct, indirect, consequential, impact, or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist, the Grantee shall perform at no increased cost, unless the Commission determines, in its sole discretion, that the delay will significantly impair the value of the Agreement to the Commission or the State, in which case, the Commission may terminate the Agreement in whole or in part. 40. ENTIRE AGREEMENT. This Agreement with all incorporated attachments and exhibits represents the entire Agreement of the Parties. Any alterations, variations, changes, modifications or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing, and duly signed by each of the Parties hereto, unless otherwise provided herein. In the event of conflict, the following order of precedence shall prevail; this Agreement and its attachments, the terms of the solicitation and the Grantee’s response to the solicitation. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK GRANT - GOVERNMENTAL ENTITY Ver. June 15, 2015 Page 19 of 20  Attachment A – SCOPE OF WORK Project Name: Okaloosa County Artificial Reef FWC Agreement No. 15274 Construction 2016-17 1. DESCRIPTION OF GOODS / SERVICES PROCURED, OR PROJECT WORKPLAN A. DESCRIPTION OF GOODS / SERVICES The objective of this activity is to construct a complex of marine artificial reefs in permitted artificial reef areas in state waters of Okaloosa County, Florida. The process will involve the identification of artificial reef materials acceptable to the selected contractor, GRANTEE, and the COMMISSION. The loading, vehicle transport from land based staging areas to a vessel for offshore transport and the placement within the designated permitted artificial reef areas of the maximum tonnage of donated clean concrete culverts, concrete or concrete and steel military target materials that can be moved and deployed will be based upon the competitive bidding process using funds not to exceed $60,000 provided by the COMMISSION. Each of the patch reefs will consist of artificial reef materials placed as a single contiguous patch reef pile at the center points of two currently permitted reef areas, Fish Havens (FH) 15 and 16. The size of the individual patch reefs deployed in each of the two 40 acre permitted Fish Haven areas utilized will depend on the lowest, qualified bid. Individual materials within each patch reef will be composed of pre-cast concrete culverts and/or pre-cast concrete and concrete and steel military target materials. For each vessel deployment trip, approximately 80% of the individual concrete units loaded on the deployment vessel for utilization in the patch reef construction must weigh in excess of 1,000 pounds and no more than 20% of the reef materials at the time of placement on the vessel for deployment will consist of broken concrete rubble pieces or concrete units weighing between 500 and 1,000 pounds. The GRANTEE and selected contractor will identify, for COMMISSION review, acceptable materials that have the greatest potential for remaining substantially intact throughout the loading, transport and deployment process. GRANTEE selected materials will be approved by the COMMISSION’s Contract Manager during a final onsite staging area inspection prior to any pre-bid meetings and subsequent materials transfer from the County solid waste site location and the Eglin Air Force Base target range staging areas. The foot print and maximum vertical relief of each patch reef will depend on the quantity of materials available to be funded through the bidding process reviewed by the COMMISSION. Acceptable patch reefs may either be tightly stacked and