17-05RESOLUTION NO. 17 -05
A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA
APPROVING AN AGREEMENT, AS ATTACHED IN EXHIBIT A,
BETWEEN THE CITY OF CLEARWATER (THE CITY) AND THE
STATE OF FLORIDA, DEPARTMENT OF ECONOMIC
OPPORTUNITY (DEO) FOR A COMMUNITY PLANNING
TECHNICAL ASSISTANCE GRANT; PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, Florida is considered one of the most vulnerable areas in the country
to the impacts of sea level rise, and as a coastal community with significant
infrastructure and population located on its barrier islands, the City will be affected by
those impacts; and
WHEREAS, the St. Petersburg NOAA Tide Station, which has been in operation
since 1946, has shown that water levels have increased approximately 6.6 inches since
that time; and
WHEREAS, NOAA projections and the Tampa Bay Climate Science Advisory
Panel, a network of local scientists and planners working in the Tampa Bay region,
conclude that the Tampa Bay region may experience additional sea level rise between 6
inches and 2.5 feet by 2050; and
WHEREAS, the City is currently participating in DEO's Community Resiliency
Initiative Pilot Program, a partnership between DEO, NOAA, the Florida Department of
Environmental Protection and the Florida Department of Emergency Management,
receiving complimentary technical assistance to evaluate coastal vulnerability
assessment and adaptation planning approaches and resources in order to develop
adaptation strategies to current and future coastal hazards; and
WHEREAS, on May 21, 2015, Florida Senate Bill 1094, "An Act relating to the
peril of flood," (Peril of Flood) was signed into law, which specifies components that
must be contained in the coastal management element required for a local government
comprehensive plan, including a coastal redevelopment component that addresses how
to eliminate inappropriate and unsafe development in the coastal areas when
opportunities arise; and
WHEREAS, section 163.3178(2)(f), Florida Statutes, now includes sea -level rise
as one of the causes of flood risk that must be addressed in the "redevelopment
principles, strategies, and engineering solutions" to reduce flood risk; and
WHEREAS, DEO selected the City to receive technical assistance grant funding
to identify coastal areas susceptible to current and future flood risk, evaluate existing
comprehensive plan policies and other implementation tools in terms of potential
Resolution No. 17 -05
effectiveness in reducing flood risk, consistent with the Peril of Flood requirements set
out in section 163.3178(2)(f), Florida Statutes, and prepare draft comprehensive plan
amendments that address any identified deficiencies; and
WHEREAS, an agreement is required, establishing the agreed payment not to
exceed $20,000 and the scope of the grant; and
WHEREAS, the grant agreement (the Agreement) between the City and DEO,
attached as Exhibit "A," details the scope of responsibility between DEO and the City as
part of the Technical Assistant Grant program; now, therefore;
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER,
FLORIDA:
Section 1. The City approves the Agreement, as attached in Exhibit "A,"
accepting the DEO's Technical Assistance Grant in the amount of $20,000 and
authorizing appropriate City officials to take all necessary action as may be necessary
or appropriate to perform all obligations and commitments of the City of Clearwater in
accordance with the provisions of the Agreement.
Section 2. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this
/ lJf, l
A p r
oved'as to f
Camilo Soto
Assistant City Attorney
1 9 day of January , 2017.
— C ft rtQr cr t \€4oj
George N. Cretekos
Mayor
Attest:
[A04 -01420 /197021/2]
Rosemarie Call
City Clerk
2 Resolution No. 17 -05
Agreement # P0216
GRANT AGREEMENT
STATE OF FLORIDA
DEPARTMENT OF ECONOMIC OPPORTUNITY
THIS GRANT AGREEMENT ( "Agreement ") is made and entered into by and between the State of Florida,
Department of Economic Opportunity ( "DEO "), and the City of Clearwater ( "Grantee "). DEO and Grantee
are sometimes referred to herein individually as a "Party" and collectively as "the Parties."
I. GRANTEE AGREES:
A. Performance Requirements:
Grantee shall perform the services specified herein in accordance with the terms and conditions
of this Agreement and all of its attachments and /or exhibits, which are incorporated by reference
herein.
B. Type of Agreement:
This Agreement is a cost reimbursement agreement.
C. Agreement Period:
The term of this Agreement begins on July 1, 2016, and shall end on June 30, 2017. DEO shall not
be obligated to pay for costs incurred by Grantee related to this Agreement prior to its beginning
date or after its ending date. Grantee acknowledges that while no extension of this Agreement is
contemplated, if an extension is necessary due to events beyond the control of Grantee, any
consideration of an extension will be subject to the availability of funds and further conditioned
upon Grantee's satisfactory performance of all duties and obligations hereunder, as determined
by DEO.
D. Agreement Payment:
This Agreement shall not exceed Twenty Thousand Dollars ($20,000) which shall be paid by DEO
in consideration for Grantee's provision of services as set forth by the terms and conditions of this
Agreement. The State of Florida and DEO's performance and obligation to pay under this
Agreement is contingent upon an annual appropriation by the Legislature. DEO shall be the final
authority as to the availability of funds for this Agreement, and as to what constitutes an "annual
appropriation" of funds to complete this Agreement. If such funds are not appropriated or
available for the Agreement purpose, such event will not constitute a default on DEO or the State.
DEO agrees to notify Grantee in writing at the earliest possible time if funds are not appropriated
or available. The cost for services rendered under any other Agreement or to be paid from any
other source is not eligible for reimbursement under this Agreement.
E. Requirements of paragraphs (a) — (i) of subsection 287.058(1), Florida Statutes (F.S.):
1. Grantee shall submit bills for fees or other compensation for services or expenses in sufficient
detail for a proper pre -audit and post -audit thereof.
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2. If travel expenses are authorized, Grantee shall submit bills for such travel expenses and shall
be reimbursed only in accordance with section 112.061, F.S.
3. 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 I of the State Constitution and section 119.07(1), F.S. It is expressly
understood that DEO may unilaterally cancel this Agreement for Grantee's refusal to comply
with this provision.
4. Grantee shall perform all tasks contained in Attachment 1, Scope of Work.
5. Receipt by Grantee of DEO's written acceptance of the units of deliverables specified herein
is a condition precedent to payment under this Agreement and is contingent upon Grantee's
compliance with the specified performance measure (i.e., each deliverable must satisfy at
least the minimum acceptable level of service specified in the Scope of Work and DEO shall
apply the applicable criteria stated in the Scope of Work to determine satisfactory completion
of each deliverable).
6. Grantee shall comply with the criteria and final date by which such criteria must be met for
completion of this Agreement.
7. Renewal: This Agreement may not be renewed.
8. If Grantee fails to perform in accordance with the Agreement, DEO shall apply the financial
consequences specified herein.
9. Unless otherwise agreed in writing, intellectual property rights to preexisting property will
remain with Grantee; whereas, intellectual property rights to all property created or
otherwise developed by Grantee specifically for DEO will be owned by the State of Florida
through DEO. Proceeds derived from the sale, licensing, marketing or other authorization
related to any such DEO- controlled intellectual property right shall be handled in the manner
specified by applicable state statute.
F. Governing Laws of the State of Florida:
1. Grantee agrees that this 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, rules,
and regulations of the State of Florida. Each Party shall perform its obligations herein in
accordance with the terms and conditions of the Agreement. Without limiting the provisions
of Section II.D., Dispute Resolution, the exclusive venue of any legal or equitable action that
arises out of or relates to the Agreement shall be the appropriate state court in Leon County,
Florida; in any such action, the Parties waive any right to jury trial. For avoidance of doubt,
should any term of this Agreement conflict with any applicable law, rule, or regulation, the law,
rule, or regulation shall control over the provisions of this Agreement.
2. If applicable, Grantee agrees that it is in compliance with the rules for e- procurement as
directed by Rule 60A- 1.030, F.A.C., and that it will maintain eligibility for this Agreement
through the MyFloridaMarketplace.com system.
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3. DEO shall ensure compliance with section 11.062, F.S., and section 216.347, F.S. Grantee shall
not, in connection with this or any other agreement with the State, directly or indirectly: (1)
offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any
State officer or employee's decision, opinion, recommendation, vote, other exercise of
discretion, or violation of a known legal duty; or (2) offer, give, or agree to give to anyone any
gratuity for the benefit of, or at the direction or request of, any State officer or employee. For
purposes of clause (2), "gratuity" means any payment of more than nominal monetary value
in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions,
advances, deposits of money, services, employment, or contracts of any kind. Upon request
of DEO's Inspector General, or other authorized State official, Grantee shall provide any type
of information the Inspector General deems relevant to Grantee's integrity or responsibility.
Such information may include, but shall not be limited to, Grantee's business or financial
records, documents, or files of any type or form that refer to or relate to this Agreement.
Grantee shall retain such records in accordance with the record retention requirements of
Part V of Attachment 2, Audit Requirements.
4. Grantee agrees to reimburse the State for the reasonable costs of investigation incurred by
the Inspector General or other authorized State official for investigations of Grantee's
compliance with the terms of this or any other agreement between Grantee and the State
which results in the suspension or debarment of Grantee. Such costs shall include, but shall
not be limited to: salaries of investigators, including overtime; travel and lodging expenses;
and expert witness and documentary fees. Grantee shall not be responsible for any costs of
investigations that do not result in Grantee's suspension or debarment. Grantee understands
and will comply with the requirements of subsection 20.055(5), F.S., including but not
necessarily limited to, the duty of Grantee and any of Grantee's subcontractors to cooperate
with the inspector general in any investigation, audit, inspection, review, or hearing pursuant
to section 20.055, F.S.
5. Public Entity Crime: Pursuant to section 287.133(2)(a), F.S., a person or affiliate who has been
placed on the convicted vendor list following a conviction for a public entity crime may not
submit a bid, proposal, or reply on an agreement to provide any goods or services to a public
entity; may not submit a bid, proposal, or reply on an agreement with a public entity for the
construction or repair of a public building or public work; may not submit bids, proposals, or
replies on leases of real property to a public entity; may not be awarded or perform work as
a Grantee, supplier, subcontractor or consultant under an agreement with any public entity
and may not transact business with any public entity in excess of the threshold amount
provided in section 287.017, F.S., for Category Two for a period of thirty -six (36) months from
the date of being placed on the convicted vendor list.
6. Advertising: Subject to chapter 119, F.S., Grantee shall not publicly disseminate any
information concerning this Agreement without prior written approval from DEO, including,
but not limited to, mentioning this Agreement in a press release or other promotional
material, identifying DEO or the State as a reference, or otherwise linking Grantee's name and
either a description of the Agreement or the name of DEO or the State in any material
published, either in print or electronically, to any entity that is not a Party to this Agreement,
except potential or actual authorized distributors, dealers, resellers, or service
representatives.
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7. Sponsorship: As required by section 286.25, F.S., if Grantee is a nongovernmental
organization which sponsors a program financed wholly or in part by state funds, including
any funds obtained through this Agreement, it shall, in publicizing, advertising, or describing
the sponsorship of the program, state: "Sponsored by (Grantee's name) and the State of
Florida, Department of Economic Opportunity." If the sponsorship reference is in written
material, the words "State of Florida, Department of Economic Opportunity" shall appear in
the same size letters or type as the name of the organization.
8. Mandatory Disclosure Requirements:
a. Conflict of Interest: This Agreement is subject to chapter 112, F.S. Grantee shall disclose
the name of any officer, director, employee, or other agent who is also an employee of
the State. Grantee shall also disclose the name of any State employee who owns, directly
or indirectly, more than a five percent (5 %) interest in Grantee or its affiliates.
b. [Intentionally Omitted.]
c. Vendors on Scrutinized Companies Lists: If this Agreement is in the amount of $1 million
or more, in executing this Agreement, Grantee certifies that it is not listed on either the
Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473,
F.S.
1) Pursuant to section 287.135(5), F.S., DEO may immediately terminate this Agreement
for cause if Grantee is found to have submitted a false certification or if Grantee is
placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or has been
engaged in business operations in Cuba or Syria, during the term of the Agreement.
2) If DEO determines that Grantee has submitted a false certification, DEO will provide
written notice to Grantee. Unless Grantee demonstrates in writing, within ninety (90)
days of receipt of the notice, that DEO's determination of false certification was made
in error, DEO shall bring a civil action against Grantee. If DEO's determination is
upheld, a civil penalty equal to the greater of $2 million or twice the amount of this
Agreement shall be imposed on Grantee, and Grantee will be ineligible to bid on any
Agreement with an agency or local governmental entity for three (3) years after the
date of DEO's determination of false certification by the Grantee.
3) In the event that federal law ceases to authorize the states to adopt and enforce the
contracting prohibition identified herein, this provision shall be null and void.
d. Discriminatory Vendors: Grantee shall disclose to DEO if it or any its affiliates, as defined
by section 287.134(1)(a), F.S. appears on the discriminatory vendor list. An entity or
affiliate placed on the discriminatory vendor list pursuant to section 287.134, F.S. may
not:
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1) submit a bid, proposal, or reply on a contract or agreement to provide any goods or
services to a public entity;
2) submit a bid, proposal, or reply on a contract or agreement with a public entity for
the construction or repair of a public building or public work;
3) submit bids, proposals, or replies on leases of real property to a public entity;
4) be awarded or perform work as a contractor, subcontractor, Grantee, supplier, sub -
Grantee, or consultant under a contract or agreement with any public entity; or
5) transact business with any public entity.
9. [Intentionally Omitted.]
10. Information Release:
a. Grantee shall keep and maintain public records required by DEO to perform Grantee's
responsibilities hereunder. Grantee shall, upon request from DEO's custodian of public
records, provide DEO with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time per the cost structure provided in chapter
119, F.S., and in accordance with all other requirements of chapter 119, F.S., or as
otherwise provided by law. Upon expiration or termination of this Agreement, Grantee
shall transfer, at no cost, to DEO all public records in possession of Grantee or keep and
maintain public records required by DEO to perform the service. If the Grantee keeps and
maintains public records upon completion of the Agreement, the Grantee shall meet all
applicable requirements for retaining public records. All records stored electronically
must be provided to DEO, upon request from the DEO's custodian of records, in a format
that is compatible with the information technology systems of DEO.
b. If DEO does not possess a record requested through a public records request, DEO shall
notify the Grantee of the request as soon as practicable, and Grantee must provide the
records to DEO or allow the records to be inspected or copied within a reasonable time.
If Grantee does not comply with DEO's request for records, DEO shall enforce the
provisions set forth in this Agreement. A Grantee who fails to provide public records to
DEO within a reasonable time may be subject to penalties under section 119.10, F.S.
c. DEO does not endorse any Grantee, commodity, or service. No public disclosure or news
release pertaining to this Agreement shall be made without the prior written approval of
DEO. Grantee is prohibited from using Agreement information, sales values /volumes
and /or DEO customers in sales brochures or other promotions, including press releases,
unless prior written approval is obtained from DEO.
d. Grantee acknowledges that DEO is subject to the provisions of chapter 119, F.S., relating
to public records and that reports, invoices, and other documents Grantee submits to
DEO under this Agreement may constitute public records under Florida Statutes. Grantee
shall cooperate with DEO regarding DEO's efforts to comply with the requirements of
chapter 119, F.S.
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e. If Grantee submits records to DEO that are confidential and exempt from public disclosure
as trade secrets or proprietary confidential business information, such records should be
identified as such by Grantee prior to submittal to DEO. Failure to identify the legal basis
for each exemption from the requirements of chapter 119, F.S., prior to submittal of the
record to DEO serves as Grantee's waiver of a claim of exemption. Grantee shall ensure
that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of
the Agreement term and following completion of the Agreement if the Grantee does not
transfer the records to DEO upon termination of the Agreement.
f. Grantee shall allow public access to all records made or received by Grantee in
conjunction with this Agreement, unless the records are exempt from section 24(a) of
Article I of the State Constitution and section 119.07(1), F.S. For records made or received
by Grantee in conjunction with this Agreement, Grantee shall respond to requests to
inspect or copy such records in accordance with chapter 119, F.S.
g.
In addition to Grantee's responsibility to directly respond to each request it receives for
records made or received by Grantee in conjunction with this Agreement and to provide
the applicable public records in response to such request, Grantee shall notify DEO of the
receipt and content of such request by sending an e-mail to
PRRequest(deo.mvflorida.com within one (1) business day from receipt of such request.
h. Grantee shall notify DEO verbally within twenty -four (24) chronological hours and in
writing within seventy -two (72) chronological hours if any data in Grantee's possession
related to this Agreement is subpoenaed or improperly used, copied, or removed (except
in the ordinary course of business) by anyone except an authorized representative of DEO.
Grantee shall cooperate with DEO in taking all steps as DEO deems advisable to prevent
misuse, regain possession, and /or otherwise protect the State's rights and the data
subject's privacy.
I. IF THE GRANTEE HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE GRANTEE'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS by telephone at 850-
245 -7140, via e-mail at PRRequest @deo.myflorida.com, or by mail at
Department of Economic Opportunity, Public Records Coordinator,
107 East Madison Street, Caldwell Building, Tallahassee, Florida
32399 -4128.
11. Funding Requirements of Section 215.971(1), F.S.:
a. Grantee and its subcontractors may only expend funding under this Agreement for
allowable costs resulting from obligations incurred during the Agreement period. To be
eligible for reimbursement, costs must be in compliance with laws, rules and regulations
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applicable to expenditures of State funds, including, but not limited to, the Reference
Guide for State Expenditures ( http : / /www.myfloridacfo.com /aadir /reference guide /).
b. Grantee shall refund to DEO any balance of unobligated funds which has been advanced
or paid to Grantee.
c. Grantee shall refund to DEO all funds paid in excess of the amount to which Grantee or
its subcontractors are entitled under the terms and conditions of the Agreement.
G. Grantee Payments:
1. Grantee will provide DEO's Agreement Manager invoices in accordance with the
requirements of the State of Florida Reference Guide for State Expenditures, with detail
sufficient for a proper pre -audit and post -audit thereof. Invoices must also comply with the
following:
a. Invoices must be legible and must clearly reflect the goods /services that were provided
in accordance with the terms of the Agreement for the invoice period. Payment does not
become due under the Agreement until the invoiced deliverable(s) and any required
report(s) are approved and accepted by DEO.
b. Invoices must contain the Grantee's name, address, federal employer identification
number or other applicable Grantee identification number, the Agreement number, the
invoice number, and the invoice period. DEO or the State may require any additional
information from Grantee that DEO or the State deems necessary to process an invoice.
c. Invoices must be submitted in accordance with the time requirements specified in the
Scope of Work.
2. At DEO's or the State's option, Grantee may be required to invoice electronically pursuant to
guidelines of the Department of Management Services. Current guidelines require that
Grantee supply electronic invoices in lieu of paper -based invoices for those transactions
processed through the system. Electronic invoices shall be submitted to DEO's Agreement
Manager through the Ariba Supplier Network (ASN) in one of the following mechanisms — EDI
810, cXML, or web -based invoice entry within the ASN.
3. Payment shall be made in accordance with section 215.422, F.S., Rule 691 -24, F.A.C., and
section 287.0585, F.S., which govern time limits for payment of invoices. Section 215.422, F.S.,
provides that agencies have five (5) working days to inspect and approve goods and services
unless the Scope of Work specifies otherwise. DEO has twenty (20) days to deliver a request
for payment (voucher) to the Department of Financial Services. The twenty (20) days are
measured from the latter of the date the invoice is received or the goods or services are
received, inspected and approved. The Scope of Work may specify conditions for retainage.
Invoices returned to a Grantee due to preparation errors will result in a delay of payment.
Invoice payment requirements do not start until a properly completed invoice is provided to
DEO. DEO is responsible for all payments under the Agreement.
4. Section 55.03(1), F.S., identifies the process applicable to the determination of the rate of
interest payable on judgments and decrees, and pursuant to section 215.422(3)(b), F.S., this
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same process applies to the determination of the rate of interest applicable to late payments
to vendors for goods and services purchased by the State and for contracts which do not
specify a rate of interest. The applicable rate of interest is published at:
http://www.mvfloridacfo.com/aadir/interest.htm
H. Final Invoice:
Grantee shall submit the final invoice for payment to DEO no later than 60 days after the
Agreement ends or is terminated. If Grantee fails to do so, DEO, in its sole discretion, may refuse
to honor any requests submitted after this time period and may consider Grantee to have
forfeited any and all rights to payment under this Agreement.
1. Return or Recoupment of Funds:
1. Grantee shall return to DEO any overpayments due to unearned funds or funds disallowed
pursuant to the terms of this Agreement that were disbursed to Grantee by DEO. In the event
that Grantee or its independent auditor discovers that overpayment has been made, Grantee
shall repay said overpayment within forty (40) calendar days without prior notification from
DEO. In the event that DEO first discovers an overpayment has been made, DEO will notify
Grantee by letter. Should repayment not be made in a timely manner, DEO shall be entitled
to charge interest at the lawful rate of interest on the outstanding balance beginning forty
(40) calendar days after the date of notification or discovery. Refunds should be sent to DEO's
Agreement Manager, and made payable to the "Department of Economic Opportunity."
2. If authorized and approved, Grantee may be provided an advance as part of this Agreement.
3. Notwithstanding the damages limitations of Section II.F., if Grantee's non - compliance with
any provision of the Agreement results in additional cost or monetary loss to DEO or the State
of Florida, DEO can recoup that cost or loss from monies owed to Grantee under this
Agreement or any other Agreement between Grantee and any State entity. In the event that
the discovery of this cost or loss arises when no monies are available under this Agreement
or any other Agreement between Grantee and any State entity, Grantee will repay such cost
or loss in full to DEO within thirty (30) days of the date of notice of the amount owed, unless
DEO agrees, in writing, to an alternative timeframe.
J. Vendor Ombudsman:
A Vendor Ombudsman has been established within the Department of Financial Services. The
duties of this individual include acting as an advocate for vendors who may be experiencing
problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be
contacted at (850) 413 -5516 or by calling the Chief Financial Officer's Hotline, (800) 342 -2762.
K. Audits and Records:
1. Representatives of DEO, the Chief Financial Officer of the State of Florida, the Auditor General
of the State of Florida, the Florida Office of Program Policy Analysis and Government
Accountability or representatives of the federal government and their duly authorized
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representatives shall have access to any of Grantee's books, documents, papers, and records,
including electronic storage media, as they may relate to this Agreement, for the purposes of
conducting audits or examinations or making excerpts or transcriptions.
2. Grantee shall maintain books, records, and documents in accordance with generally accepted
accounting procedures and practices which sufficiently and properly reflect all expenditures
of funds provided by DEO under this Agreement.
3. Grantee shall comply with all applicable requirements of section 215.97, F.S., and Attachment
2, Audit Requirements; and, if an audit is required thereunder, Grantee shall disclose all
related party transactions to the auditor.
4. Grantee shall retain all Grantee records, financial records, supporting documents, statistical
records, and any other documents (including electronic storage media) pertinent to this
Agreement in accordance with the record retention requirements of Part V of Attachment 2,
Audit Requirements. Grantee shall cooperate with DEO to facilitate the duplication and
transfer of such records or documents upon request of DEO.
5. Grantee shall include the aforementioned audit and record keeping requirements in all
approved subrecipient subcontracts and assignments.
6. Within sixty (60) days of the close of Grantee's fiscal year, on an annual basis, Grantee shall
electronically submit a completed Audit Compliance Certification (a version of this
certification is attached hereto as Attachment 3) to audit@deo.mvflorida.com. Grantee's
timely submittal of one completed Audit Compliance Certification for each applicable fiscal
year will fulfill this requirement within all agreements (e.g., contracts, grants, memorandums
of understanding, memorandums of agreement, economic incentive award agreements, etc.)
between DEO and Grantee.
7. Grantee shall (i) maintain all funds provided under this Agreement in a separate bank account,
or (ii) Grantee's accounting system shall have sufficient internal controls to separately track
the funds from this Agreement. There shall be no commingling of funds provided under this
Agreement, with any other funds, projects, or programs. DEO may, in its sole discretion,
disallow costs that result from purchases made with commingled funds.
L. Employment Eligibility Verification:
1. Executive Order 11 -116, signed May 27, 2011, by the Governor of Florida, requires DEO
contracts in excess of nominal value to expressly require Grantee to:
a. Utilize the U.S. Department of Homeland Security's E- Verify system to verify the
employment eligibility of all new employees hired by Grantee during the Agreement
term; and,
b. Include in all subcontracts under this Agreement, the requirement that subcontractors
performing work or providing services pursuant to this Agreement utilize the E- Verify
system to verify the employment eligibility of all new employees hired by the
subcontractor during the term of the subcontract.
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2. E- Verify is an Internet -based system that allows an employer, using information reported on
an employee's Form 1 -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 at:
http: / /www.dhs.gov /files /programs /gc 1185221678150.shtm
3. If Grantee does not have an E- Verify MOU in effect, Grantee must enroll in the E- Verify system
prior to hiring any new employee after the effective date of this Agreement.
M. Duty of Continuing Disclosure of Legal Proceedings: (NOTE: If Grantee is a state agency or
subdivision, as defined in section 768.28(2), F.S., pursuant to section 768.28(19), F.S., the
provisions of this section are not applicable)
1. Prior to execution of this Agreement, Grantee must disclose all prior or on -going civil or
criminal litigation, investigations, arbitration or administrative proceedings (Proceedings)
involving Grantee (and each subcontractor) in a written statement to DEO's Agreement
Manager. Thereafter, Grantee has a continuing duty to promptly disclose all Proceedings
upon occurrence.
2. This duty of disclosure applies to Grantee's or subcontractor's officers and directors when any
Proceeding relates to the officer or director's business or financial activities. Details of
settlements that are prevented from disclosure by the terms of the settlement may be
annotated as such.
3. Grantee shall promptly notify DEO's Agreement Manager of any Proceeding relating to or
affecting the Grantee's or subcontractor's business. If the existence of such Proceeding
causes the State concern that the Grantee's ability or willingness to perform the Agreement
is jeopardized, Grantee shall be required to provide DEO's Agreement Manager all reasonable
assurances requested by DEO to demonstrate that:
a. Grantee will be able to perform the Agreement in accordance with its terms and
conditions; and,
b. Grantee and /or its employees, agents, or subcontractor(s) have not and will not engage
in conduct in performing services for DEO which is similar in nature to the conduct alleged
in such Proceeding.
N. Assignments and Subcontracts:
1. Grantee agrees to neither assign the responsibility for this Agreement to another party nor
subcontract for any of the work contemplated under this Agreement, or amend any such
assignment or subcontract, without prior written approval of DEO. Any sublicense,
assignment, or transfer occurring without the prior approval of DEO, shall be null and void.
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2. Grantee agrees to be responsible for all work performed and all expenses incurred in fulfilling
the obligations of this Agreement. If DEO permits Grantee to subcontract all or part of the
work contemplated under this Agreement, including entering into subcontracts with vendors
for services, it is understood by Grantee that all such subcontract arrangements shall be
evidenced by a written document containing all provisions necessary to ensure
subcontractor's compliance with applicable state and federal law. Grantee further agrees
that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under
the subcontract and Grantee shall be solely liable to the subcontractor for all expenses and
liabilities incurred under the subcontract. Grantee, at its expense, will defend DEO against
such claims.
3. Grantee agrees that all Grantee employees, subcontractors, or agents performing work under
the Agreement shall be properly trained technicians who meet or exceed any specified
training qualifications. Upon request, Grantee shall furnish a copy of technical certification
or other proof of qualification. All Grantee employees, subcontractors, or agents performing
work under the Agreement must comply with all DEO security and administrative
requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security
background check or otherwise assess any employee, subcontractor, or agent furnished by
Grantee. DEO may refuse access to, or require replacement of, any of Grantee's employees,
subcontractors, or agents for cause, including, but not limited to, technical or training
qualifications, quality of work, change in security status, or non - compliance with DEO's
security or administrative requirements identified herein. Such refusal shall not relieve
Grantee of its obligation to perform all work in compliance with the Agreement. DEO may
reject and bar from any facility for cause any of Grantee's employees, subcontractors, or
agents.
4. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its
rights, duties, or obligations under this Agreement to another governmental agency in the
State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida
approves transfer of Grantee's obligations, Grantee remains responsible for all work
performed and all expenses incurred in connection with the Agreement. In addition, this
Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any
legal entity that succeeds to the obligations of the State of Florida.
5. Grantee agrees to make payments to the subcontractor within seven (7) working days after
receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless
otherwise stated in the Agreement between Grantee and subcontractor. Grantee's failure to
pay its subcontractors within seven (7) working days will result in a penalty charged against
Grantee and paid to the subcontractor in the amount of one -half of one (1) percent of the
amount due per day from the expiration of the period allowed herein for payment. Such
penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent
of the outstanding balance due.
6. Grantee shall provide a monthly Minority and Service- Disabled Veteran Business Enterprise
Report for each invoice period summarizing the participation of certified and non - certified
minority and service - disabled veteran subcontractors /material suppliers for that period, and
project to date. The report shall include the names, addresses and dollar amount of each
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certified and non - certified Minority Business Enterprise and Service- Disabled Veteran
Enterprise participant and a copy must be forwarded to DEO's Agreement Manager. The
Office of Supplier Diversity at (850) 487 -0915 will assist in furnishing names of qualified
minorities. DEO's Minority Coordinator at (850) 245 -7260 will assist with questions and
answers.
7. DEO shall retain the right to reject any of Grantee's or subcontractor's employees whose
qualifications or performance, in DEO's judgment, are insufficient.
0. [Intentionally Omitted.]
P. Nonexpendable Property:
Q.
1. For the requirements of this Section of the Agreement, "nonexpendable property" is the same
as "property" as defined in section 273.02, F.S., (equipment, fixtures, and other tangible
personal property of a non - consumable and nonexpendable nature, with a value or cost of
$1,000 or more, and a normal expected life of one year or more; hardback - covered bound
books that are circulated to students or the general public, with a value or cost of $25 or
more; and hardback - covered bound books, with a value or cost of $250 or more).
2. All nonexpendable property, purchased under this Agreement, shall be listed on the property
records of Grantee. Grantee shall inventory annually and maintain accounting records for all
nonexpendable property purchased and submit an inventory report to DEO with the final
expenditure report. The records shall include, at a minimum, the following information:
property tag identification number, description of the item(s), physical location, name, make
or manufacturer, year, and /or model, manufacturer's serial number(s), date of acquisition,
and the current condition of the item.
3. At no time shall Grantee dispose of nonexpendable property purchased under this Agreement
for these services without the written permission of and in accordance with instructions from
DEO.
4. Immediately upon discovery, Grantee shall notify DEO, in writing, of any property Toss with
the date and reason(s) for the loss.
5. Grantee shall be responsible for the correct use of all nonexpendable property furnished
under this Agreement.
6. A formal Agreement amendment is required prior to the purchase of any item of
nonexpendable property not specifically listed in the approved Agreement budget.
7. Title (ownership) to all nonexpendable property acquired with funds from this Agreement
shall be vested in DEO and said property shall be transferred to DEO upon completion or
termination of the Agreement unless otherwise authorized in writing by DEO.
Requirements Applicable to the Purchase of or Improvements to Real Property:
Pursuant to section 287.05805, F.S., if funding provided under this Agreement is used for the
purchase of or improvements to real property, such funds are contingent upon Grantee granting
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to DEO a security interest in the property in the amount of the funding provided by this Agreement
for the purchase of or improvements to the real property for five (5) years from the date of
purchase or the completion of the improvements or as further required by law.
R. Procurement:
Grantee shall, at a minimum, follow its internal procurement policies and procedures.
S. Insurance:
During the Agreement, including the initial Agreement term, renewal(s), and extensions, Grantee,
at its sole expense, shall maintain insurance coverage of such types and with such terms and limits
as may be reasonably associated with the Agreement. Providing and maintaining adequate
insurance coverage is a material obligation of Grantee, and failure to maintain such coverage may
void the Agreement. The limits of coverage under each policy maintained by Grantee shall not be
interpreted as limiting Grantee's liability and obligations under the Agreement. All insurance
policies shall be through insurers licensed and authorized to write policies in Florida.
Upon execution of this Agreement, Grantee shall provide DEO written verification of the existence
and amount for each type of applicable insurance coverage. Within thirty (30) days of the
effective date of the Agreement, Grantee shall furnish DEO proof of applicable insurance coverage
by standard ACORD form certificates of insurance. In the event that any applicable coverage is
cancelled by the insurer for any reason, Grantee shall immediately notify DEO of such cancellation
and shall obtain adequate replacement coverage conforming to the requirements herein and
provide proof of such replacement coverage within fifteen (15) business days after the
cancellation of coverage. The insurance certificate must name DEO as an additional insured and
identify DEO's Agreement Number. Copies of new insurance certificates must be provided to
DEO's Agreement Manager with each insurance renewal.
DEO shall be exempt from, and in no way liable for, any sums of money representing a deductible
in any insurance policy. The payment of such deductible shall be the sole responsibility of Grantee
providing such insurance. The following types of insurance are required.
1. Grantee's Commercial General Liability Insurance:
Unless Grantee is a state agency or subdivision as defined by section 768.28(2), F.S., Grantee
shall provide adequate commercial general liability insurance coverage and hold such liability
insurance at all times during this Agreement. A self- insurance program established and
operating under the laws of the State of Florida may provide such coverage.
2. Workers' Compensation and Employer's Liability Insurance:
Grantee, at all times during the Agreement, at its sole expense, shall provide commercial
insurance of such a type and with such terms and limits as may be reasonably associated with
the Agreement, which, as a minimum, shall be: workers' compensation and employer's
liability insurance in accordance with chapter 440, F.S., with minimum employer's liability
limits of $100,000 per accident, $100,000 per person, and $500,000 policy aggregate. Such
policy shall cover all employees engaged in any Agreement work.
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3. Other Insurance:
During the Agreement term, Grantee shall maintain any other insurance as required in
Attachment 1, Scope of Work.
T. Confidentiality and Safeguarding Information:
1. Each Party may have access to confidential information made available by the other. The
provisions of the Florida Public Records Act, Chapter 119, F.S., and other applicable state and
federal laws will govern disclosure of any confidential information received by the State of
Florida.
2. Grantee must implement procedures to ensure the appropriate protection and confidentiality
of all data, files, and records involved with this Agreement.
3. Except as necessary to fulfill the terms of this Agreement and with the permission of DEO,
Grantee shall not divulge to third parties any confidential information obtained by Grantee or
its agents, distributors, resellers, subcontractors, officers, or employees in the course of
performing Agreement work, including, but not limited to, security procedures, business
operations information, or commercial proprietary information in the possession of the State
or DEO.
4. Grantee agrees not to use or disclose any information concerning a recipient of services under
this Agreement for any purpose not in conformity with state and federal law or regulations
except upon written consent of the recipient, or his responsible parent or guardian when
authorized by law, if applicable.
5. If Grantee has access to either DEO's network or any DEO applications, or both, in order to
fulfill Grantee's obligations under this Agreement, Grantee agrees to abide by all applicable
DEO Information Technology Security procedures and policies. Grantee (including its
employees, subcontractors, agents, or any other individuals to whom Grantee exposes
confidential information obtained under this Agreement), shall not store, or allow to be
stored, any confidential information on any portable storage media (e.g., laptops, thumb
drives, hard drives, etc.) or peripheral device with the capacity to hold information. Failure
to strictly comply with this provision shall constitute a breach of Agreement.
6. Grantee shall notify DEO in writing of any disclosure of unsecured confidential information of
DEO by Grantee, its employees, agents, or representatives which is not in compliance with
the terms of this Agreement (of which it becomes aware). Grantee also shall report to DEO
any Security Incidents of which it becomes aware, including those incidents reported to
Grantee by its sub - contractors or agents. For purposes of this Agreement, "Security Incident"
means the attempted or successful unauthorized access, use, disclosure, modification, or
destruction of DEO information in Grantee's possession or electronic interference with DEO
operations; however, random attempts at access shall not be considered a security
incident. Grantee shall make a report to DEO not more than seven (7) business days after
Grantee learns of such use or disclosure. Grantee's report shall identify, to the extent
known: (i) the nature of the unauthorized use or disclosure, (ii) the confidential information
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used or disclosed, (iii) who made the unauthorized use or received the unauthorized
disclosure, (iv) what Grantee has done or shall do to mitigate any deleterious effect of the
unauthorized use or disclosure, and (v) what corrective action Grantee has taken or shall take
to prevent future similar unauthorized use or disclosure. Grantee shall provide such other
information, including a written report, as reasonably requested by DEO's Information
Security Manager.
7. In the event of a breach of security concerning confidential personal information involved
with this Agreement, Grantee shall comply with section 501.171, F.S., as applicable. When
notification to affected persons is required under this section of the statute, Grantee shall
provide that notification, but only after receipt of DEO's approval of the contents of the
notice. "Breach of security" or "breach" means the unauthorized access of data in electronic
form containing personal information. Good faith acquisition of personal information by an
employee or agent of the Grantee is not a breach, provided the information is not used for a
purpose unrelated to the Grantee's obligations under this Agreement or is not subject to
further unauthorized use.
U. Warranty of Ability to Perform:
Grantee warrants that, to the best of its knowledge, there is no pending or threatened action,
proceeding, or investigation, or any other legal or financial condition, that would in any way
prohibit, restrain, or diminish Grantee's ability to satisfy its Agreement obligations. Grantee
warrants that neither it nor any affiliate is currently on the convicted vendor list maintained
pursuant to section 287.133, F.S., or on any similar list maintained by any other state orthe federal
government. Grantee shall immediately notify DEO in writing if its ability to perform is
compromised in any manner during the term of the Agreement.
V. Patents, Copyrights, and Royalties:
1. Pursuant to section 286.021, F.S., if any discovery or invention arises or is developed in the
course or as a result of work or services performed with funds from this Agreement, Grantee
shall refer the discovery or invention to DEO who will refer it to the Department of State to
determine whether patent protection will be sought in the name of the State of Florida. Any
and all patent rights accruing under or in connection with the performance of the Agreement
are hereby reserved to the State of Florida. The rights to any invention resulting from this
Agreement that is for the performance of experimental, developmental, or research work are
governed by 37 C.F.R. Part 401 and any of its implementing regulations as applicable.
2. Where activities supported by this Agreement produce original writings, sound recordings,
pictorial reproductions, drawings or other graphic representations and works of any similar
nature, DEO has the right to use, duplicate, and disclose such materials in whole or in part, in
any manner, for any purpose whatsoever and to allow others acting on behalf of DEO to do
so. In the event that any books, manuals, films, websites, web elements, electronic
information, or other copyrightable materials are produced Grantee shall notify DEO. Any
and all copyrights accruing under or in connection with the performance funded by this
Agreement are hereby reserved to the State of Florida.
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3. In accordance with the provisions of section 1004.23, F.S., a State University is authorized in
its own name to perform all things necessary to secure letters of patent, copyrights, and
trademarks on any works it produces. Any action taken by the university in securing or
exploiting such trademarks, copyrights, or patents shall, within thirty (30) days, be reported
in writing by the president of the university to the Department of State in accordance with
section 1004.23(6), F.S.
W. Independent Contractor Status:
In Grantee's performance of its duties and responsibilities under this Agreement, it is mutually
understood and agreed that Grantee is at all times acting and performing as an independent
Contractor. DEO shall neither have nor exercise any control or direction over the methods by
which Grantee shall perform its work and functions other than as provided herein. Nothing in this
Agreement is intended to or shall be deemed to constitute a partnership or joint venture between
the Parties.
1. Except where Grantee is a state agency, Grantee, its officers, agents, employees,
subcontractors, or assignees, in performance of this Agreement shall act in the capacity of an
independent Contractor and not as an officer, employee, or agent of the State of Florida. Nor
shall Grantee represent to others that, as Grantee, it has the authority to bind DEO unless
specifically authorized to do so.
2. Except where Grantee is a state agency, neither Grantee, nor its officers, agents, employees,
subcontractors, or assignees are entitled to state retirement or state leave benefits, or to any
other compensation of state employment as a result of performing the duties and obligations
of this Agreement.
3. Grantee agrees to take such actions as may be necessary to ensure that each subcontractor
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 State of Florida.
4. Unless justified by Grantee, and agreed to by DEO in Attachment 1, Scope of Work, DEO will
not furnish services of support (e.g., office space, office supplies, telephone service,
secretarial, or clerical support) to Grantee or its subcontractor or assignee.
5. DEO shall not be responsible for withholding taxes with respect to Grantee's compensation
hereunder. Grantee shall have no claim against DEO for vacation pay, sick leave, retirement
benefits, social security, workers' compensation, health or disability benefits, reemployment
assistance benefits, or employee benefits of any kind. Grantee shall ensure that its
employees, subcontractors, and other agents, receive benefits and necessary insurance
(health, workers' compensation, reemployment assistance benefits) from an employer other
than the State of Florida.
6. Grantee, at all times during the Agreement, must comply with the reporting and
Reemployment Assistance contribution payment requirements of chapter 443, F.S.
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X. Electronic Funds Transfer:
Grantee agrees to enroll in Electronic Funds Transfer (EFT), offered by the State's Chief Financial
Officer within thirty (30) days of the date the last Party has signed this Agreement. Copies of the
Authorization form and a sample blank enrollment letter can be found on the vendor instruction
page at:
http: / /www.fldfs.com /aadir /direct deposit web /Vendors.htm
Questions should be directed to the EFT Section at (850) 413 -5517. Once enrolled, invoice
payments will be made by EFT.
H. GRANTEE AND DEO AGREE:
A. Renegotiation or Modification:
The Parties agree to renegotiate this Agreement if federal and /or state revisions of any applicable
laws or regulations make changes to this Agreement necessary. In addition to changes
necessitated by law, DEO may at any time, with written notice to Grantee, make changes within
the general scope of this Agreement. Such changes may include modification of the
requirements, changes to processing procedures, or other changes as decided by DEO. Any
investigation necessary to determine the impact of the change shall be the responsibility of
Grantee. Modifications of provisions of this Agreement shall only be valid when they have been
reduced to writing and duly signed and dated by all Parties.
B. Time is of the Essence:
Time is of the essence regarding the performance obligations set forth in this Agreement. Any
additional deadlines for performance for Grantee's obligation to timely provide deliverables
under this Agreement including but not limited to timely submittal of reports, are contained in
Attachment 1, Scope of Work.
C. Termination:
1. Termination Due to the Lack of Funds:
In the event funds to finance this Agreement become unavailable or if federal or state funds
upon which this Agreement is dependent are withdrawn or redirected, DEO may terminate
this Agreement upon no less than twenty -four (24) hour notice in writing to Grantee. DEO
shall be the final authority as to the availability of funds and will not reallocate funds
earmarked for this Agreement to another program thus causing "lack of funds." In the event
of termination of this Agreement under this provision, Grantee will be compensated for any
work satisfactorily completed prior to notification of termination.
2. Termination for Cause:
DEO may terminate the Agreement if Grantee fails to: (1) deliver the services within the time
specified in the Agreement or any extension; (2) maintain adequate progress, thus
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endangering performance of the Agreement; (3) honor any term of the Agreement; or (4)
abide by any statutory, regulatory, or licensing requirement. Rule 60A- 1.006(3), F.A.C.,
governs the procedure and consequences of default. Grantee shall continue to perform any
work not terminated. The rights and remedies of DEO in this clause are in addition to any
other rights and remedies provided by law or under the Agreement. Grantee shall not be
entitled to recover any cancellation charges or lost profits.
3. Termination for Convenience:
DEO, by written notice to Grantee, may terminate this Agreement in whole or in part when
DEO determines in its sole discretion that it is in the State's interest to do so. Grantee shall
not furnish any product after it receives the notice of termination, except as necessary to
complete the continued portion of the Agreement, if any. Grantee shall not be entitled to
recover any cancellation charges or lost profits.
D. Dispute Resolution:
Unless otherwise stated in Attachment 1, Scope of Work, disputes concerning the performance
of the Agreement shall be decided by DEO, who shall reduce the decision to writing and serve a
copy on Grantee. The decision shall be final and conclusive, unless within twenty -one (21) days
from the date of receipt, Grantee files with DEO a petition for administrative hearing. DEO's final
order on the petition shall be final, subject to any right of Grantee to judicial review pursuant to
section 120.68, F.S. Exhaustion of administrative remedies is an absolute condition precedent to
Grantee's ability to pursue any other form of dispute resolution; provided however, that the
Parties may employ the alternative dispute resolution procedures outlined in chapter 120, F.S.
E. Indemnification (NOTE: If Grantee is a state agency or subdivision, as defined in section
768.28(2), F.S., pursuant to section 768.28(19), F.S., neither Party indemnifies nor insures or
assumes any liability for the other Party for the other Party's negligence):
1. Grantee shall be fully liable for the actions of its agents, employees, partners, or
subcontractors and shall fully indemnify, defend, and hold harmless the State and DEO, and
their officers, agents, and employees, from suits, actions, damages, and costs of every name
and description, including attorneys' fees, arising from or relating to personal injury and
damage to real or personal tangible property alleged to be caused in whole or in part by
Grantee, its agents, employees, partners, or subcontractors, provided, however, that Grantee
shall not indemnify for that portion of any Toss or damages proximately caused by the
negligent act or omission of the State or DEO.
2. Further, Grantee shall fully indemnify, defend, and hold harmless the State and DEO from any
suits, actions, damages, and costs of every name and description, including attorneys' fees,
arising from or relating to violation or infringement of a trademark, copyright, patent, trade
secret or intellectual property right, provided, however, that the foregoing obligation shall
not apply to DEO's misuse or modification of Grantee's products or DEO's operation or use of
Grantee's products in a manner not contemplated by the Agreement or the purchase order.
If any product is the subject of an infringement suit, or in Grantee's opinion is likely to become
the subject of such a suit, Grantee may at its sole expense procure for DEO the right to
continue using the product or to modify it to become non - infringing. If Grantee is not
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reasonably able to modify or otherwise secure DEO the right to continue using the product,
Grantee shall remove the product and refund DEO the amounts paid in excess of a reasonable
rental for past use. DEO shall not be liable for any royalties.
3. Grantee's obligations under the preceding two paragraphs with respect to any legal action
are contingent upon the State or DEO giving Grantee (1) written notice of any action or
threatened action, (2) the opportunity to take over and settle or defend any such action at
Grantee's sole expense, and (3) assistance in defending the action at Grantee's sole expense.
Grantee shall not be liable for any cost, expense, or compromise incurred or made by the
State or DEO in any legal action without Grantee's prior written consent, which shall not be
unreasonably withheld.
F. Limitation of Liability:
For all claims against Grantee under this Agreement, and regardless of the basis on which the
claim is made, Grantee's liability under this Agreement for direct damages shall be limited to the
greater of $100,000 or the dollar amount of this Agreement. This limitation shall not apply to
claims arising under the Indemnity paragraphs contained in this Agreement.
Unless otherwise specifically enumerated in the Agreement, no Party shall be liable to another
for special, indirect, punitive, or consequential damages, including lost data or records (unless the
Agreement or purchase order requires Grantee to back -up data or records), even if the Party has
been advised that such damages are possible. No Party shall be liable for lost profits, lost revenue,
or lost institutional operating savings. The State and DEO may, in addition to other remedies
available to them at law or equity and upon notice to Grantee, retain such monies from amounts
due Grantee as may be necessary to satisfy any claim for damages, penalties, costs and the like
asserted by or against them. The State may set off any liability or other obligation of Grantee or
its affiliates to the State against any payments due Grantee under any Agreement with the State.
G. 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 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 Grantee
believes is excusable under this paragraph, Grantee shall notify DEO 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 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. DEO, in its sole discretion, will determine if the delay is excusable under this paragraph
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and will notify Grantee of its decision in writing. No claim for damages, other than for an
extension of time, shall be asserted against DEO. Grantee shall not be entitled to an increase in
the Agreement price or payment of any kind from DEO 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, Grantee shall perform at no
increased cost, unless DEO determines, in its sole discretion, that the delay will significantly impair
the value of the Agreement to DEO or the State, in which case, DEO may do any or all of the
following: (1) accept allocated performance or deliveries from Grantee, provided that Grantee
grants preferential treatment to DEO with respect to products or services subjected to allocation;
(2) purchase from other sources (without recourse to and by Grantee for the related costs and
expenses) to replace all or part of the products or services that are the subject of the delay, which
purchases may be deducted from the Agreement quantity; or (3) terminate the Agreement in
whole or in part.
H. Severability:
If any provision, in whole or in part, of this Agreement is held to be void or unenforceable by a
court of competent jurisdiction, that provision shall be enforced only to the extent that it is not
in violation of law or is not otherwise unenforceable, and all other provisions remain in full force
and effect.
I. Authority of Grantee's Signatory:
Upon execution, Grantee shall return the executed copies of this Agreement in accordance with
the instructions provided by DEO along with documentation ensuring that the below signatory
has authority to bind Grantee to this Agreement as of the date of execution. Documentation may
be in the form of a legal opinion from the Grantee's attorney, or other reliable documentation
demonstrating such authority, and is hereby incorporated by reference. DEO may, at its
discretion, request additional documentation related to the below signatory's authority to bind
Grantee to this Agreement.
J. Execution in Counterparts:
This Agreement may be executed in counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
- Remainder of Page Intentionally Left Blank —
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K. Contact Information for Grantee and DEO Contacts:
DEO's Agreement Manager:
Stella Lewis
Department of Economic Opportunity
107 East Madison Street, MSC 160
Tallahassee, FL 32399 -4120
Telephone: (850) 717 -8487
Facsimile: (850) 717 -8522
Email: stella.lewis @deo.myflorida.com
Grantee's Agreement Manager:
Lauren Matzke
City of Clearwater
Planning & Development Department
100 South Myrtle Avenue
Clearwater, Florida 33756
Telephone: (727) 562 -4547
Facsimile: (727) 562 -4865
Email: lauren.matzke @myclearwater.com
In the event that any of the information provided above changes, including the designation of a
new Agreement Manager, after the execution of this Agreement, the Party making such change
will notify all other Parties in writing of such change. Such changes shall not require a formal
amendment to the Agreement.
L. Notices:
The contact information provided in accordance with Section II.K. above shall be used by the
Parties for all communications under this Agreement. Where the term "written notice" is used to
specify a notice requirement herein, said notice shall be deemed to have been given (i) when
personally delivered, (ii) when transmitted via facsimile with confirmation of receipt or email with
confirmation of receipt or (iii) the third business day following the day on which the same is sent
by certified or registered mail, postage prepaid, with return receipt.
M. Attachments and Exhibits: Attached to and made part of this Agreement are the following
Attachments and /or Exhibits, each of which is incorporated into, and is an integral part of, this
Agreement:
• Attachment 1: Scope of Work
• Attachment 1 -A: Invoice
• Attachment 1 -B: Grant Agreement Final Closeout Form
• Attachment 2 and Exhibit 1 to Attachment 2: Audit Requirements
• Attachment 3: Audit Compliance Certification
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N. Execution:
I have read the above Agreement and the attachments and exhibits thereto and understand
each section and paragraph.
IN WITNESS THEREOF, and in consideration of the mutual covenants set forth above and in the
attachments hereto, the Parties have caused to be executed this Agreement by their undersigned officials
duly authorized.
DEPARTMENT OF ECONOMIC OPPORTUNITY CITY OF CLEARWATER
By By
Signature
Taylor Teepell
Title Director of Community Development
Date
Approved as to form and legal sufficiency, subject
only to full and proper execution by the Parties.
OFFICE OF GENERAL COUNSEL
DEPARTMENT OF ECONOMIC OPPORTUNITY
By:
Approved Date:
By
Date
cteo Cr eke;
Signature
George N. Cretekos, Mayor
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Signature
William B. Horne II, City Manager
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A TRUE COPY
ATTEST
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lerk
,legal sufficiency:
Camilo A. Soto, City Atty.
I laeol I
Date:
- Remainder of Page Intentionally Left Blank -
Page 22 of 40
Agreement # P0216
Attachment 1
SCOPE OF WORK
1. GRANT AUTHORITY. This Community Planning Technical Assistance grant is provided pursuant to
section 163.3168, F.S., and Specific Appropriation 2220, Chapter 2016 -66, Laws of Florida, to provide
direct and /or indirect technical assistance to help Florida communities find creative solutions to
fostering vibrant, healthy communities, while protecting the functions of important State resources
and facilities.
2. PROJECT DESCRIPTION: Grantee shall identify coastal areas within its municipal boundaries
susceptible to current and future flood risk and review and evaluate Grantee's existing comprehensive
plan strategies and other implementation tools in terms of potential effectiveness in reducing flood
risk, consistent with the Peril of Flood requirements set out in section 163.3178(2)(f), Florida Statutes.
Based on the evaluation, Grantee shall prepare draft comprehensive plan amendments that address
all identified deficiencies. Grantee shall provide the draft comprehensive plan amendments, schedule
a transmittal public hearing pursuant to sections 163.3184(3) and (11), Florida Statutes, and present
the proposed plan amendments at the transmittal public hearing.
3. GRANTEE RESPONSIBILITIES: To perform the tasks and timely provide DEO with the deliverables
identified in this paragraph and in the table in paragraph 5 below pursuant to the terms of this
Agreement.
A. Deliverable 1— Grantee shall evaluate areas within its municipal boundaries for susceptibility
to current and future flood risk.
Grantee shall:
1) Prepare an analysis of the flood risk for coastal areas within its municipal boundaries and
include the following:
a. At least one sea level rise scenario, identifying those areas in Grantee's jurisdiction
that are vulnerable to sea level rise impacts under the scenario;
b. FEMA flood zone designation;
c. Storm surge, including at least, the impact of category 1 hurricane storm surge; and
d. Current nuisance flooding.
2) Grantee shall report the flood risk analysis through narrative text, a map /map series depicting
the degree of flood risk within the coastal areas, and a map /map series depicting areas within
Grantee's municipal boundaries expected to be affected by sea level rise. The report may also
provide data in tabular format and charts.
3) Grantee shall prepare an assessment of its existing comprehensive plan strategies and other
implementation tools in terms of potential effectiveness in reducing flood risk, consistent
with the Peril of Flood requirements set out in section 163.3178(2)(f), Florida Statutes. The
assessment shall also identify inappropriate or unsafe development within its municipal
boundaries at risk for current and future flooding resulting from high -tide events, storm surge,
Page 23 of 40
Agreement # P0216
flash floods, stormwater runoff, and the related impacts of sea level rise. Grantee shall report
the assessment through use of narrative text and maps. The report may also use illustrations,
charts, and data in tabular format.
B. Deliverable 2 — Grantee shall prepare comprehensive plan amendment(s) addressing Grantee's
response to Peril of Flood.
Grantee shall:
1) Prepare proposed comprehensive plan amendments that are consistent with section
163.3178(2)(f), Florida Statutes, and supported by the data and analysis produced in
Deliverable 1. The proposed plan amendments shall include:
i. A minimum of four (4) examples each of strategies, principles, and related engineering
solutions that reduce flood risk in coastal areas which results from high -tide events, storm
surge, flash floods, stormwater runoff, and the related impacts of sea level rise; and
ii. A minimum of four (4) site development techniques that may reduce losses to the local
government and property owners due to coastal flooding.
2) Provide a preliminary draft of the proposed comprehensive plan amendments to DEO for
review and comment. Notwithstanding the timeframes identified in the Scope of Work in
paragraph 10 below, Grantee shall provide the preliminary draft comprehensive plan
amendments to DEO no later than 10 business days before the deliverable due date. DEO
shall provide comments, if any, to Grantee no later than four (4) business days before the
deliverable due date. Grantee shall address DEO's comments in the proposed comprehensive
plan amendments submitted to DEO as Deliverable 2.
3) Prepare a memorandum describing how the proposed comprehensive plan amendments will
reduce flood risk in the identified coastal area(s). The memorandum shall include
recommendations for integrating the proposed comprehensive plan strategies into other
related planning documents and implementation tools used by the Grantee.
4) Conduct a transmittal public hearing before its elected public officials pursuant to sections
163.3184(3) and (11), Florida Statutes.
4. DEO'S RESPONSIBILITES: To receive and review deliverables and, upon approval of deliverables,
process payment pursuant to the terms of this Agreement.
5. DELIVERABLES: The specific deliverables, tasks, minimum levels of service, due dates, payment
amounts, and financial consequences are set forth in paragraph 3 above and in the following table:
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Agreement # P0216
Deliverables and Tasks
Minimum Level of Service
Payment
Amount Not to
Exceed
Financial
Consequences
Deliverable 1. Grantee shall
Completion of Deliverable 1
$10,000
As provided in
evaluate its municipal
as evidenced by submission
paragraph 14
boundaries for susceptibility
to current and future flood
risk.
Grantee shall prepare an
analysis of flood risk report and
an assessment in accordance
with paragraph 3.A. above.
of all of the following:
1. Analysis report as
detailed in section 3.A.1.
and 3.A.2.
2. Assessment report as
detailed in section 3.A.3.
below.
Deliverable due date:
February 28, 2017
Grantee shall submit copies
of all required
documentation on paper or
electronically in MS Word or
PDF format, and all maps on
a compact disc in PDF format
with ArcGIS compatible
shapefiles.
Deliverable 2. Proposed
Completion of Deliverable 2
$10,000
As provided in
Comprehensive Plan
as evidenced by submission
paragraph 14
Amendments.
of all of the following:
below.
Grantee shall prepare
proposed comprehensive plan
amendments, a memorandum,
and conduct transmittal public
hearings, in accordance with
paragraph 3.B. above.
1. Proposed comprehensive
plan amendments as
detailed in section 3.B.1.
and 3.B.2,
2. Memorandum as
detailed in section 3.B.3.
Deliverable due date:
June 23, 2017
3. Notice of transmittal
public hearing.
4. Agenda for transmittal
public hearing.
5. Minutes or a written
narrative summary of the
transmittal public
hearing.
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Agreement # P0216
' Under this Agreement, Grantee is required to provide a copy of the transmitted
comprehensive plan amendments to DEO's Agreement Manager. In addition, to
initiate DEO's review under section 163.3184(3), Florida Statutes, Grantee must
separately submit a proposed comprehensive plan amendment package to DEO at the
following address: D. Ray Eubanks, Plan Review Administrator, Department of
Economic Opportunity, Bureau of Community Planning, 107 East Madison Street, MSC
160, Tallahassee, FL 32399 -4120.
6. COST SHIFTING: The deliverable amounts specified within the Deliverables section above are
established based on the Parties' estimation of sufficient delivery of services fulfilling grant
purposes under the Agreement in order to designate payment points during the Agreement
Period; however, this is not intended to restrict DEO's ability to approve and reimburse
allowable costs, incurred by Grantee in providing the deliverables herein. Prior written
approval from DEO's Agreement Manager is required for changes to the above Deliverable
amounts that do not exceed ten (10) percent of each deliverable total funding
amount. Changes that exceed ten (10) percent of each deliverable total funding amount will
require a formal written amendment, as described in Section II.A., of the Agreement.
Regardless, in no event shall DEO reimburse costs of more than the total amount of this
Agreement.
Page 26 of 40
6. Copy of transmitted
comprehensive plan
amendments that
identifies any changes
made to the proposed
comprehensive plan
amendments at the
transmittal public
hearing.'
7. Copy of proposed
adoption ordinance.
Grantee shall submit copies
of all required
documentation on paper or
electronically in MS Word or
PDF format, and all maps on
a compact disc in PDF format
with ArcGIS compatible
shapefiles.
TOTAL PAYMENT AMOUNT NOT TO EXCEED $20,000
' Under this Agreement, Grantee is required to provide a copy of the transmitted
comprehensive plan amendments to DEO's Agreement Manager. In addition, to
initiate DEO's review under section 163.3184(3), Florida Statutes, Grantee must
separately submit a proposed comprehensive plan amendment package to DEO at the
following address: D. Ray Eubanks, Plan Review Administrator, Department of
Economic Opportunity, Bureau of Community Planning, 107 East Madison Street, MSC
160, Tallahassee, FL 32399 -4120.
6. COST SHIFTING: The deliverable amounts specified within the Deliverables section above are
established based on the Parties' estimation of sufficient delivery of services fulfilling grant
purposes under the Agreement in order to designate payment points during the Agreement
Period; however, this is not intended to restrict DEO's ability to approve and reimburse
allowable costs, incurred by Grantee in providing the deliverables herein. Prior written
approval from DEO's Agreement Manager is required for changes to the above Deliverable
amounts that do not exceed ten (10) percent of each deliverable total funding
amount. Changes that exceed ten (10) percent of each deliverable total funding amount will
require a formal written amendment, as described in Section II.A., of the Agreement.
Regardless, in no event shall DEO reimburse costs of more than the total amount of this
Agreement.
Page 26 of 40
Agreement # P0216
7. INVOICE SUBMITTAL AND PAYMENT SCHEDULE:
DEO agrees to disburse funds under this Agreement in accordance with the following schedule
in the amount(s) identified per deliverable in paragraph 5 above. The deliverable amount
specified does not establish the value of the deliverable. In accordance with Section I.F.11,
Funding Requirements of section 215.971, F.S., of this Agreement, Grantee's entitlement to
retain funds paid by DEO is dependent upon the amount of allowable costs incurred and
expended by Grantee in carrying out the Project.
Subject to the terms and conditions of this Agreement, invoices for each deliverable shall be
submitted to DEO's Agreement Manager by U. S. Mail or by electronic mail either (a) with a
deliverable, or (b) no later than seven (7) calendar days after written notice to Grantee that
DEO has accepted the deliverable. Invoices are not required to be submitted through the
Ariba Supplier Network described in Section I.G.2. of this Agreement. Invoices shall be
submitted in the format shown on Attachment 1 -A hereto, an electronic copy of which shall
be provided by DEO to the Grantee.
Grantee shall provide one (1) invoice for each deliverable submitted during the applicable
period of time. The invoice shall include, at a minimum, Grantee name and address, federal
employer identification number, the Agreement number, invoice number, date of invoice,
dates of services, deliverable number, description of task and amount being requested (See
Attachment 1 -A).
The following documents shall be submitted with the itemized invoice:
a. For Tasks Performed by a Subcontractor:
1. A cover letter signed by the Grantee's Agreement Manager certifying that the
payments claimed for the deliverables were specifically for the project, as
described in this Scope of Work;
2. Copies of invoices submitted to Grantee by the Subcontractor; and,
3. Proof of payment of invoices from the Subcontractor to Grantee for tasks
performed pursuant to this Agreement (e.g., cancelled checks, bank
statement showing deduction).
b. For Tasks Performed by Grantee's Employees:
1. A cover letter signed by the Grantee's Agreement Manager certifying that the
payments claimed for the deliverables were specifically for the project, as
described in this Scope of Work.
2. Identification of Grantee's employees who performed tasks under this
Agreement and, for each such employee:
a. The percentage of the employee's time devoted to tasks under this Agreement
or the number of total hours each employee devoted to tasks under this
Agreement.
b. Payroll register or similar documentation that shows the employee's
gross salary, fringe benefits, other deductions, and net pay.
c. If the employee is paid hourly, a document reflecting the hours worked
times the rate of pay is acceptable.
3. Invoices or receipts for other direct costs.
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Agreement # P0216
4. Usage log for in -house charges (e.g., postage, copies, etc.) that shows the
number of units times the rate charged. The rate must be reasonable.
8. SUBCONTRACTS. In accordance with Section I.N.1., and subject to the terms and conditions in
Sections I.N.2. through 7 of this Agreement, this paragraph constitutes DEO's written approval for
Grantee to subcontract for any of the deliverables and /or tasks identified in the Scope of Work
for this Agreement. A copy of the executed subcontract shall be provided to DEO's Agreement
Manager upon execution by the Parties. Grantee shall be solely liable for all work performed and
all expenses incurred as a result of any such subcontract.
9. BUSINESS DAY; COMPUTATION OF TIME. For the purpose of this Agreement, a "business day" is
any day that is not a Saturday, Sunday, or a state or federal legal holiday. In computing any time
period provided in this Agreement, the date from which the time period runs is not counted. The
last day of the time period ends at 5:00 p.m. on that day.
10. PRELIMINARY DRAFT DELIVERABLES; DEO REVIEW AND COMMENT. Unless otherwise required
under paragraphs 3 or 5 above, Grantee is encouraged, but not required, to submit preliminary
drafts of all substantive written deliverables (e.g., proposed plan amendments, reports) to DEO
for review and comment no later than ten (10) calendar days before the deliverable due date. If
DEO provides comments, Grantee is urged to address them in the deliverable submitted to DEO
for payment. If a preliminary draft deliverable is required under paragraphs 3 or 5 above, DEO
shall provide comments to the Grantee no later than four calendar days before the deliverable
due date; and Grantee shall address DEO's comments in the deliverable submitted to DEO for
payment.
11. LIMITED COMPLIANCE REVIEW; DUPLICATION OF WRITTEN MATERIAL. Proposed
comprehensive plan amendments that are deliverables under the Scope of Work must be "in
compliance" as defined in section 163.3184(1)(b), F.S., and will be evaluated for compliance as
part of DEO's review and determination of whether the deliverable is sufficient to satisfy the
requirements in the Scope of Work. DEO's compliance determination will be a limited
determination without input from the reviewing agencies identified in section 163.3184(1)(c), F.S.
A limited compliance determination for the purpose of this Agreement is not binding on DEO in a
subsequent review under section 163.3184, F.S. Further, a limited compliance determination
under this Agreement does not preclude review and comment by review agencies and does not
preclude a challenge to the adopted plan amendment by DEO based on comments by DEO or
other review agencies. Documents submitted to DEO for payment under this Agreement may not
copy or duplicate reports or other written material previously prepared or prepared by another
author. At the option of the Grantee, copies of relevant documents may be appended to
documents submitted to DEO for payment.
12. EXTENSIONS OF TIME OF DELIVERABLE DUE DATES. Notwithstanding section II.A of this
Agreement, DEO's Agreement Manager, in DEO's sole discretion, may authorize extensions of
deliverable due dates without a written modification of this Agreement. Extensions shall be in
accordance with the following:
a. Requests for extension of one or more deliverable due dates shall be submitted in writing
(which may be by electronic mail) to DEO's Agreement Manager no later than four (4)
Page 28 of 40
Agreement # P0216
business days before the due date (or the earliest of multiple due dates for which the
extension is requested);
b. A request for extension must state the reason for the extension; and
c. DEO's Agreement Manager shall approve or deny a request for extension of a deliverable
due date by electronic mail to Grantee's Agreement Manager within two (2) business days
after receipt of the request. Only written approvals of extensions shall be effective.
This authority does not apply to an extension of the Agreement Period defined in Section I.C. of
this Agreement.
13. REVIEW AND ACCEPTANCE OF DELIVERABLES. Deliverables shall be reviewed by DEO for
sufficiency under this Agreement. Written notice of DEO's determination that the deliverable is
sufficient or is not sufficient under this Agreement shall be provided to Grantee's Agreement
Manager by U. S. Mail or electronic mail no later than fifteen (15) business days after receipt of
the deliverable. For deliverables that DEO determines are insufficient, see paragraph 14.b. below.
14. FINANCIAL CONSEQUENCES. Pursuant to Section 1.E.8. of this Agreement, the following financial
consequences shall be imposed for Grantee's failure to perform in accordance with this
Agreement:
a. Late Deliverables: If a deliverable as described in the above Scope of Work is provided to
DEO more than five (5) business days late, a financial consequence of $50 per business
day, up to a maximum of $500, shall be assessed until the deliverable is received by DEO.
The financial consequence for a late deliverable is independent of, and does not preclude
imposition of, a financial consequence if the deliverable is not sufficient to satisfy the
requirements in the Scope of Work.
b. Insufficient Deliverable; Notice; Opportunity to Cure:
1. If DEO reasonably determines that a deliverable described in this Scope of Work is
not sufficient to satisfy the requirements in the Scope of Work, DEO shall provide
notice of insufficiency and an opportunity to cure to Grantee's Agreement Manager
in accordance with Section II.1. of this Agreement. Grantee shall have ten (10)
business days from receipt of DEO's notice to provide a corrected deliverable that
addresses the issues raised in the notice of insufficiency. DEO may extend this
timeframe in writing one time for a period not to exceed ten (10) business days if
Grantee is actively working with DEO to resolve the insufficiency; provided, however,
that any extension of time under this paragraph will not extend the Agreement Period
in section I.C. of this Agreement. An extension of time under this paragraph does not
require an amendment to this Agreement. If Grantee does not submit to DEO a
corrected deliverable within the period available to cure the deficiency, a financial
consequence of $50 per business day, up to a maximum of $500, shall be assessed for
each business day until the corrected deliverable is received by DEO.
2. If DEO reasonably determines that a corrected deliverable is not sufficient to satisfy
the requirements in this Scope of Work, it shall provide notice to Grantee's
Agreement Manager. Grantee shall not receive a second opportunity to cure.
Beginning on the date of DEO's notice to Grantee that the corrected deliverable is not
Page 29 of 40
Agreement # P0216
sufficient to satisfy the requirements in the Scope of Work, a financial consequence
of $50 per business day, up to a maximum of $500, shall be assessed for each business
day until a sufficient deliverable is received by DEO. Each deliverable must be deemed
sufficient under the Scope of Work in DEO's reasonable judgment before the end of
the Agreement Period in order for payment of an invoice for the deliverable to be
made.
c. Imposition of the above described financial consequences shall in no manner affect DEO's
right to terminate the Agreement as provided elsewhere in the Agreement.
d. Failure to complete a deliverable will result in nonpayment for that deliverable.
15. NO PARTIAL OR PRO -RATED PAYMENTS. No partial or pro -rated payments will be made without
prior written modification in accordance with Section II.A. of this Agreement.
16. ADVERTISING AND INFORMATION RELEASE. Notwithstanding Sections I.F.6. and I.F.10. of this
Agreement, Grantee is authorized to disclose to the public on its website or by other means that
it has been awarded a technical assistance grant from DEO for the work described in this Scope
of Work.
17. NOTIFICATION OF INSTANCES OF FRAUD. Instances of Grantee operational fraud or criminal
activities shall be reported to DEO's Agreement Manager in writing within twenty -four (24)
chronological hours.
18. NON - DISCRIMINATION. Grantee shall not discriminate unlawfully against any individual
employed in the performance of this Agreement because of race, religion, color, sex, physical
handicap unrelated to such person's ability to engage in this work, national origin, ancestry, or
age. Grantee shall provide a harassment -free workplace, with any allegation of harassment to be
given priority attention and action.
19. GRANTEE'S RESPONSIBILITIES UPON TERMINATION. If DEO issues a Notice of Termination to
Grantee, except as otherwise specified by DEO in that notice, the Grantee shall:
a. Stop work under this Agreement on the date and to the extent specified in the notice,
b. Complete performance of such part of the work as shall not have been terminated by DEO,
c. Take such action as may be necessary, or as DEO may specify, to protect and preserve any
property which is in the possession of Grantee and in which DEO has or may acquire an
interest, and
d. Upon the effective date of termination of this Agreement, Grantee shall transfer, assign, and
make available to the DEO all property and materials belonging to DEO. No extra
compensation will be paid to Grantee for its services in connection with such transfer or
assignment.
20. CONFLICTS BETWEEN SCOPE OF WORK AND REMAINDER OF AGREEMENT. In the event of a
conflict between the provisions of this Scope of Work and other provisions of this Agreement, the
provisions of this Scope of Work shall govern.
Page 30 of 40
Agreement # P0216
- Remainder of Page Intentionally Left Blank —
Page 31 of 40
Attachment 1 -A
REMIT TO:
GRANTEE NAME
ADDRESS
CITY, STATE, ZIP
PHONE
Agreement # P0216
INVOICE
INVOICE NO.: Click here to enter text.
INVOICE DATE: Click here to enter text.
FEID NO.
GRANT NO.
SERVICE PERIOD
FROM
TO
DELIVERABLE
NO.
DESCRIPTION (must match the Scope of Work)
AMOUNT
$
Category Expenditures:
Contractual Services:
$
Category Expenditures:
Contractual Services:
TOTAL
$
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Agreement # P0216
Attachment 1-
Page 33 of 40
Rick Scott DEO Cissy Proctor
GOVERNOR EXECUTIVE DIRECTOR
FLORIDA DEPNRrMENrd
ECONOMIC OPPORTUNfY
Grant Agreement Final Closeout Form
FLAIR Contract ID:
Contract Amount
Deobligated Funds
Final Contract Amount
$0.00
Recipient Name:
Vendor ID:
50.00
Contract End Date:
$0.00
Section A: Financial Reconciliation
1. Total Recipient Funds Received from DEO
2. Total Recipient Expenditures
3. Balance of Unexpended Program Income (from Section B)
4. If negative, this amount must be refunded to the Department. If positive, this amount is to be remitted to
$0.00
$000
S0,00
the Recipient.
$0.00
Section B: Statement of Recipient Income
O There was no recipient income eamed underthis contract.
® The following recipient income was earned under this contract.
Source
Amount
Expended
Balance
Total Program Income
50.00
S0.00
$8.00
Section C: Property Inventory Certification
f. No tangible property was purchased in the contract period.
C' All non - expendable and non - consumable tangible property having a useful life of more than one year and acquired
at a cost of $1,000 or more per unit with grant funds are listed below. I do hereby certify that the property inventory
described below is complete and correct. Notification will be sent immediately to the Department of Economic
Opportunity if any changes occur to this inventory. I will not destroy, sell, or otherwise dispose of this property
without written permission of the Department.
Description and Serial Number
Quantity
Aa
uiskbns
Condition
location
Cost
Date
Section D: Redpient Certification
By signing below, I certify, that the above representations for Financial
accurate.
Name:
Reconciliation,
Redplent Income, and Property Inventory are true and
Signature:
Title:
Date Signed:
Section E: DEO Internal Review and Approval
By signing below, l certify, that the above representations for Financial Recondliathm,
accurate.
Name:
Recipient Income and Property Inventory are true and
Signature:
Title:
Date Signed:
Date Updated: September 29, 2015
Page 33 of 40
Agreement # P0216
Attachment 2
AUDIT REQUIREMENTS
The administration of resources awarded by DEO to the recipient may be subject to audits and /or
monitoring by DEO as described in this section.
MONITORING
In addition to reviews of audits conducted in accordance with OMB Circular A -133 and Section 215.97,
F.S., as revised (see "AUDITS" below), monitoring procedures may include, but not be limited to, on -site
visits by DEO staff, limited scope audits as defined by OMB Circular A -133, as revised, and /or other
procedures. By entering into this agreement, the recipient agrees to comply and cooperate with any
monitoring procedures /processes deemed appropriate by DEO. In the event DEO determines that a
limited scope audit of the recipient is appropriate, the recipient agrees to comply with any additional
instructions provided by DEO staff to the recipient regarding such audit. The recipient further agrees to
comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the
Chief Financial Officer (CFO) or Auditor General.
AUDITS
PART I: FEDERALLY FUNDED
This part is applicable if the recipient is a State or local government or a non - profit organization as defined
in OMB Circular A -133, as revised.
1. In the event that the recipient expends $300,000 ($500,000 for fiscal years ending after December
31, 2003) or more in Federal awards in its fiscal year, the recipient must have a single or program -
specific audit conducted in accordance with the provisions of OMB Circular A -133, as revised.
EXHIBIT 1 to this agreement indicates Federal resources awarded through DEO by this agreement.
In determining the Federal awards expended in its fiscal year, the recipient shall consider all
sources of Federal awards, including Federal resources received from DEO. The determination of
amounts of Federal awards expended should be in accordance with the guidelines established by
OMB Circular A -133, as revised. An audit of the recipient conducted by the Auditor General in
accordance with the provisions of OMB Circular A -133, as revised, will meet the requirements of
this part.
2. In connection with the audit requirements addressed in Part I, paragraph 1, the recipient shall
fulfill the requirements relative to auditee responsibilities as provided in Subpart C of OMB
Circular A -133, as revised.
3. If the recipient expends less than $300,000 ($500,000 for fiscal years ending after December 31,
2003) in Federal awards in its fiscal year, an audit conducted in accordance with the provisions of
OMB Circular A -133, as revised, is not required. In the event that the recipient expends less than
$300,000 ($500,000 for fiscal years ending after December 31, 2003) in Federal awards in its fiscal
year and elects to have an audit conducted in accordance with the provisions of OMB Circular A-
133, as revised, the cost of the audit must be paid from non - Federal resources (i.e., the cost of
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Agreement # P0216
such an audit must be paid from the recipient resources obtained from other than Federal
entities).
4. Title 2 C.F.R. part 200, entitled Uniform Administrative Requirements, Cost Principles and Audit
Requirements for Federal Awards, also known as the Super Circular, supersedes and consolidates
the requirements of OMB Circulars A -21, A -87, A -110, A -122, A -89, A -102 and A -133 and is
effective for Federal awards or increments of awards issued on or after December 26, 2014.
Please refer to title 2 C.F.R. part 200 for revised definitions, reporting requirements and auditing
thresholds referenced in this Attachment and Agreement accordingly.
PART II: STATE FUNDED
This part is applicable if the recipient is a non -state entity as defined by Section 215.97(2), Florida Statutes.
1. In the event that the recipient expends a total amount of state financial assistance equal to or in
excess of $500,000 in any fiscal year of such recipient (for fiscal years ending September 30, 2004
or thereafter), 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 Department of
Financial Services; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -
profit organizations), Rules of the Auditor General. EXHIBIT 1 to this agreement indicates state
financial assistance awarded through DEO by this agreement. In determining the state financial
assistance expended in its fiscal year, the recipient shall consider all sources of state financial
assistance, including state financial assistance received from DEO, other state agencies, and other
non -state entities. State financial assistance does not include Federal direct or pass- through
awards and resources received by a nonstate entity for Federal program matching requirements.
2. In connection with the audit requirements addressed in Part II, paragraph 1, the recipient shall
ensure that the audit complies with the requirements of Section 215.97(8), Florida Statutes. This
includes submission of a financial reporting package as defined by Section 215.97(2), Florida
Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for - profit
organizations), Rules of the Auditor General.
3. If the recipient expends Tess than $500,000 in state financial assistance in its fiscal year (for fiscal
years ending September 30, 2004 or thereafter), an audit conducted in accordance with the
provisions of Section 215.97, Florida Statutes, is not required. In the event that the recipient
expends less than $500,000 in state financial assistance in its fiscal year and elects to have an
audit conducted in accordance with the provisions of Section 215.97, Florida Statues, the cost of
the audit must be paid from the nonstate entity's resources (i.e., the cost of such an audit must
be paid from the recipient's resources obtained from other than State entities).
4. Additional information regarding the Florida Single Audit Act can be found at:
http://www.mvflorida.com/audgen/pagesfilsaa.htm
PART III: OTHER AUDIT REQUIREMENTS
(NOTE: This part would be used to specify any additional audit requirements imposed by the State
awarding entity that are solely a matter of that State awarding entity's policy (i.e., the audit is not
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Agreement # P0216
required by Federal or State laws and is not in conflict with other Federal or State audit
requirements). Pursuant to Section 215.97(8), Florida Statutes, State agencies may conduct or
arrange for audits of state financial assistance that are in addition to audits conducted in
accordance with Section 215.97, Florida Statutes. In such an event, the State awarding agency
must arrange for funding the full cost of such additional audits.)
N/A
PART IV: REPORT SUBMISSION
1. Copies of reporting packages for audits conducted in accordance with OMB Circular A -133, as
revised, and required by Part 1 of this agreement shall be submitted, when required by Section
.320 (d), OMB Circular A -133, as revised, by or on behalf of the recipient directly to each of the
following:
A. DEO at each of the following addresses:
Electronic copies (preferred): Audit @deo.mvflorida.com
or
Paper (hard copy):
Department Economic Opportunity
MSC # 130, Caldwell Building
107 East Madison Street
Tallahassee, FL 32399 -4126
B. The Federal Audit Clearinghouse designated in OMB Circular A -133, as revised (the number
of copies required by Sections .320 (d)(1) and (2), OMB Circular A -133, as revised, should be
submitted to the Federal Audit Clearinghouse), at the following address:
Federal Audit Clearinghouse
Bureau of the Census
1201 East 10th Street
Jeffersonville, IN 47132
C. Other Federal agencies and pass- through entities in accordance with Sections .320 (e) and (f),
OMB Circular A -133, as revised.
2. Pursuant to Section .320 (f), OMB Circular A -133, as revised, the recipient shall submit a copy of
the reporting package described in Section .320 (c), OMB Circular A -133, as revised, and any
management letter issued by the auditor, to DEO at each of the following addresses:
Electronic copies (preferred): Audit @deo.mvflorida.com
or
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Agreement # P0216
Paper (hard copy):
Department Economic Opportunity
MSC # 130, Caldwell Building
107 East Madison Street
Tallahassee, FL 32399 -4126
3. Copies of financial reporting packages required by PART II of this agreement shall be submitted
by or on behalf of the recipient directly to each of the following:
A. DEO at each of the following addresses:
Electronic copies (preferred): Audit@deo.mvflorida.com
or
Paper (hard copy):
Department Economic Opportunity
MSC # 130, Caldwell Building
107 East Madison Street
Tallahassee, FL 32399 -4126
B. The Auditor General's Office at the following address:
Auditor General
Local Government Audits /342
Claude Pepper Building, Room 401
111 West Madison Street
Tallahassee, FL 32399 -1450
Email Address: flaudgen localgovt @aud.state.fl.us
4. Copies of reports or the management letter required by Part III of this agreement shall be
submitted by or on behalf of the recipient directly to:
A. DEO at each of the following addresses:
N/A
5. Any reports, management letter, or other information required to be submitted to DEO pursuant
to this agreement shall be submitted timely in accordance with OMB Circular A -133, Florida
Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for - profit
organizations), Rules of the Auditor General, as applicable.
6. Recipients, when submitting financial reporting packages to DEO for audits done in accordance
with OMB Circular A -133 or Chapters 10.550 (local governmental entities) or 10.650 (non - profit
and for - profit organizations), Rules of the Auditor General, should indicate the date that the
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Agreement # P0216
reporting package was delivered to the recipient in correspondence accompanying the reporting
package.
PART V: RECORD RETENTION
1. The recipient shall retain sufficient records demonstrating its compliance with the terms of this
agreement for a period of five (5) years from the date the audit report is issued, or five (5) state
fiscal years after all reporting requirements are satisfied and final payments have been received,
whichever period is longer, and shall allow DEO, or its designee, CFO, or Auditor General access
to such records upon request. The recipient shall ensure that audit working papers are made
available to DEO, or its designee, CFO, or Auditor General upon request for a period of five (5)
years from the date the audit report is issued, unless extended in writing by DEO. In addition, if
any litigation, claim, negotiation, audit, or other action involving the records has been started
prior to the expiration of the controlling period as identified above, 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 controlling period as identified above, whichever is longer.
- Remainder of Page Intentionally Left Blank -
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Agreement # P0216
EXHIBIT 1 to Attachment 2
FEDERAL RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE
FOLLOWING:
N/A
COMPLIANCE REQUIREMENTS APPLICABLE TO THE FEDERAL RESOURCES AWARDED PURSUANT TO THIS
AGREEMENT ARE AS FOLLOWS:
N/A
STATE RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE
FOLLOWING:
MATCHING RESOURCES FOR FEDERAL PROGRAMS:
N/A
SUBJECT TO SECTION 215.97, FLORIDA STATUTES:
State Project: DEPARTMENT OF ECONOMIC OPPORTUNITY — CSFA 40.024 — GROWTH MANAGEMENT
IMPLEMENTATION - $20,000
COMPLIANCE REQUIREMENTS APPLICABLE TO STATE RESOURCES AWARDED PURSUANT TO THIS
AGREEMENT ARE AS FOLLOWS:
1. ACTIVITIES ARE LIMITED TO THOSE IN THE SCOPE OF WORK.
2. N/A
3. N/A
NOTE: Title 2 C.F.R. § 200.331, as revised, and Section 215.97(5), Florida Statutes, require that the
information about Federal Programs and State Projects included in Exhibit 1 be provided to the
recipient.
- Remainder of Page Intentionally Left Blank -
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Grantee Name:
Agreement # P0216
ATTACHMENT 3
Audit Compliance Certification
FEIN: Grantee's Fiscal Year:
Contact Person Name and Phone Number:
Contact Person Email Address:
1. Did Grantee expend state financial assistance, during its fiscal year, that it received under any agreement
(e.g., agreement, grant, memorandum of agreement, memorandum of understanding, economic
incentive award agreement, etc.) between Grantee and the Department of Economic Opportunity (DEO)?
Yes No
If the above answer is yes, also answer the following before proceeding to item 2:
Did Grantee expend $500,000 or more of state financial assistance (from DEO and all other sources of
state financial assistance combined) during its fiscal year? Yes No
If yes, Grantee certifies that it will timely comply with all applicable state single or project- specific audit
requirements of section 215.97, Florida Statutes, and the applicable rules of the Department of
Financial Services and the Auditor General.
2. Did Grantee expend federal awards, during its fiscal year that it received under any agreement (e.g.,
agreement, grant, memorandum of agreement, memorandum of understanding, economic incentive
award agreement, etc.) between Grantee and DEO? Yes No
If the above answer is yes, also answer the following before proceeding to execution of this certification:
Did Grantee expend $750,000 or more in federal awards (from DEO and all other sources of federal awards
combined) during its fiscal year? Yes No
If yes, Grantee certifies that it will timely comply with all applicable single or program- specific audit
requirements of 2 C.F.R. part 200, subpart F, as revised.
By signing below, I certify, on behalf of Grantee, that the above representations for items 1 and 2 are
true and correct.
Signature of Authorized Representative Date
Printed Name of Authorized Representative Title of Authorized Representative
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