Okaloosa County BOCC — May 6, 2014 — reading text

Grantee’s expense and delivered to EFI a final audit report of an independent certified public accountant (or a firm thereof) licensed to practice in the State of Florida, stating the professional opinion that the Grantee has complied with this Agreement (the “Final Audit Report”). b. In lieu of providing the Final Audit Report in such manner, if the Grantee has an annual audit by an independent certified public accountant (or a firm thereof) licensed to practice in the State of Florida, or if the Grantee has a state single audit or state project-specific audit pursuant to Section 215.97, Florida Statutes 2009 (the “Single Audit Act”), prepared for the fiscal year in which this Agreement concludes, the Grantee may provide to EFI at the time when such audit is completed (at any rate, within 120 days following the end of such fiscal year of the Grantee) a report stating the professional opinion that the Grantee has complied with this Agreement. 14. FLORIDA SINGLE AUDIT ACT: The Grantee acknowledges that, by entering this Agreement, it is a “sub-recipient” within the meaning of the Florida Single Audit Act, and it is subject to the provisions thereof, as well as the rules of the Executive Office of the Governor of the State of Florida, the Comptroller of the State of Florida, and the Auditor General of the State of Florida related thereto. For that reason: a. the Grantee shall allow EFI, DEO, the Comptroller, the Offices of the Chief Inspector General, and the Auditor General access to the Grantee’s records and the Grantee’s independent auditor’s working papers as necessary to comply with the requirements of the Florida Single Audit Act; b. the Grantee shall notify EFI if it becomes subject to a state single audit or project-specific audit pursuant to the Florida Single Audit Act; and c. the Grantee shall comply with the other requirements of the Florida Single Audit Act including providing to EFI a copy of every fiscal year audit conducted during the term of this Agreement. d. Grantee is subject to the requirements under Catalog of State Financial Assistance (CSFA) number 40.003 Defense Infrastructure Grants CSFA number. For information regarding the Florida Single Audit Act, including the CSFA, Grantee should access https://apps.fldfs.com/fsaa . 15. AUDIT RECORDS: The Grantee shall retain and maintain all records and make such records available for an audit as may be requested. Records shall include independent auditor working papers, books, documents, and other evidence, including, but not limited to, vouchers, bills, invoices, requests for payment, and other supporting documentation, which, according to generally accepted accounting principles, procedures and practices, sufficiently and properly reflect all program costs expended in the performance of this Agreement. The records shall be subject at all times to inspection, review, or audit by state personnel of Page 6 of 13 Packet Pg. 407 DEO, Office of the Auditor General, Chief Financial Officer, Office of the Chief Inspector General, or other personnel authorized by EFI and copies of the records shall be delivered to EFI upon request. a. Grantee agrees to comply with the audit requirements of Section 215.97, Florida Statutes, and those found in Exhibit D b. Expenditures of State funds in accordance with this agreement shall be in compliance with laws rules, regulations applicable to expenditures of State funds, including, but not limited to, the Reference Guide for State Expenditures found at http://www.myfloridacfo.com/aadir/reference_guide/ c. This agreement may be charged only with allowable costs resulting from obligations incurred during the term of the agreement. Any balance of unobligated cash that has been advanced or paid that is not authorized to be retained for direct program costs in a subsequent period must be refunded to the EFI. 16. PUBLIC ACCESS TO RECORDS: Pursuant to Section 287.058(1)©, F.S., the Grantee shall allow public access to all documents, papers, letters or other materials made or received by Grantee in conjunction with this Agreement, unless the records are exempt from Section 24(a) of Article 1 of the State Constitution and subsection 119.07(1), F.S. It is expressly understood that EFI may unilaterally cancel this Agreement for the Grantees refusal to comply with this provision. 17. RECORDS RETENTION: The Grantee shall retain all grant records and shall ensure the retention of its independent auditor’s working papers for a period of seven (7) years from the date of submission of the final project report. If any litigation, claim, negotiation, audit, or other action involving the records has been 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 Packet Pg. 408 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 Packet Pg. 409 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