08/16/2016 ContractAMY HEAVIIIN, CPA
CLERK OF CIRCUR COURT 8 COMPTROLLER
MONROE COUMY, FLORIDA
DATE. July 21, 2016
TO: Roman Gastesi
County Administrator
ATTN.- Lindsey Ballard
Executive Aide
FROM. • Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller U`
At the July 20, 2016 Board of County Commissioner's meeting the Board granted approval and
authorized execution of Item T2 Approval of State of Florida Stan Mayfield Working Waterfront Grant
Contract, Resolution authorizing acceptance and execution of the Grant Contract, and a Confidentiality
Agreement for the acquisition of the commercial fishing property on Stock Island formerly known as
"Gulf Seafood" to preserve working waterfront access for the commercial fishing industry.
The enclosures are not fully executed; it must be signed by the Florida Communities Trust, State
of Florida, and Department of Environmental Protection and forwarded to the Clerk for
finalization.
500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305 -295 -3130 Fax: 305 -295 -3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305- 289 -6027 Fax: 305- 289 -6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305 - 852 -7146
DEP NUMBER: S0897
08-001-WWI
PROJECT NAME: STOCK ISLAND MARITIME FACILITY
CSFA # 52.013
STAN MAYFIELD WORKING WATERFRONT
GRANT CONTRACT
THIS GRANT CONTRACT ( "Contract ") is entered into by and between the FLORIDA
COMMUNITIES TRUST ( "FCT "), a non - regulatory agency within the State of Florida Department
of Environmental Protection ( "Department "), and MONROE COUNTY, FLORIDA, a political
subdivision of the State of Florida ( "Recipient').
THIS CONTRACT IS ENTERED INTO PURSUANT TO THE FOLLOWING:
WHEREAS, the intent of this Contract is to impose terms and conditions on the use of
certain Florida Forever Funds, hereinafter described, and the land and improvements Recipient
intends to acquire with such funds (the "Project Site "), that are necessary to ensure compliance with
applicable Florida law and federal income tax law, and provisions of Section 259.105 (the "Florida
Forever Act'), Section 259.1051 (the "Florida Forever Trust Fund "), and Chapter 380, Part III (the
"Florida Communities Trust Act'), Florida Statutes ( "F.S. ");
WHEREAS, the Florida Communities Trust Act created the FCT as a non - regulatory agency
within the Department to assist local governments in (a) complying and implementing the goals,
objectives, and policies of the conservation, recreation and open space, and coastal elements of their
local comprehensive plans, or (b) conserving natural resources and resolving land use conflicts.
WHEREAS, FCT is authorized to, provide financial and technical assistance to local
governments, state agencies, and nonprofit environmental organizations to carry out projects and
activities, and to develop programs authorized by the Florida Communities Trust Act;
WHEREAS, FCT is funded through either (a) Section 259.105(3)0), F.S., which provides for
the distribution of two and five- tenths percent of the net Florida Forever bond proceeds to the
Department, or (b) any other revenue source designated by the Florida Legislature, for the acquisition
of land and capital project expenditures necessary to implement the Stan Mayfield Working
Waterfronts Program within the FCT as set forth in Section 380.5105, F.S.;
WHEREAS, the Florida Forever Trust Fund includes proceeds from the sale of bonds issued
under Section 215.618, F.S., and such proceeds must be administered and expended in a manner that
ensures compliance with the applicable provisions of the United States Internal Revenue Code and
regulations promulgated thereunder so as to preserve the exclusion of interest on the bonds from
gross income for federal income tax purposes;
DEP Contract No. 50897, Page 1 of 24
FCT Project No. 08-001-WW1
Stan Mayfield Working Waterfront Project
WHEREAS, Section 215.618(6), F.S., further prohibits any sale, disposition, lease, easement,
or other use of any land, water areas, or related property interests acquired or improved with
proceeds of Florida Forever bonds which would cause all or any portion of the interest on such bonds
to lose the exclusion from gross income for federal income tax purposes;
WHEREAS, Chapter 62 -820 of the Florida Administrative Code ( "F.A.C. ") sets forth the
procedures that must be followed for grant applications for Florida Forever Funds awarded by the
FCT, for the acquisition of interests in land for the restoration and preservation of Working
Waterfronts pursuant to Section 380.5105, F.S.;
WHEREAS, in accordance with Chapter 62 -820, F.A.C., on January 29, 2009, the FCT
Governing Board evaluated and scored the applications to develop a ranking list of projects to
present to the Board of Trustees of Internal Improvement Trust Fund of the State of Florida ( "Board
of Trustees ");
WHEREAS, on April 13, 2009, the Board of Trustees selected and approved the projects to
receive FCT funding, including Recipient's Project, described in Recipient's Stan Mayfield Working
Waterfronts Grant Application ( "Application ") as Gulf Seafood, now known as Fishman's Seafood,
a commercial fishing facility on Stock Island, Monroe County, Florida (the "Project ");
WHEREAS, by executing this Contract the Recipient reaffirms the representations made in
its Application, with the following updates (if any) based upon Project site visits and other
investigations:
- The current owner of the property is UP Development Key West Holdings, LLC, a
Florida limited liability company, formerly known as WSG Key West Holdings, LLC,
successor by merger of WSG Sand Lake L.P., WSG West Colonial L.P., and Orlando -
Colonial Limited Partnership, all Delaware limited partnerships;
- The Project Site now includes a new 6,000 S.F. processing facility and some repaired
seawalls;
WHEREAS, Chapter 62 -820, F.A.C., authorizes FCT to impose conditions for Project
funding, including the requirement under Rule 62- 820.003(5), F.A.C. that business activities
performed on the Project Site must derive their primary source of income from services supporting
the commercial harvesting of wild or aquacultured marine organisms; and
WHEREAS, Chapter 62 -821, F.A.C., sets forth the procedures that must be followed for land
acquisitions under the Stan Mayfield Working Waterfronts Program using Florida Forever Funds
awarded by FCT;
WHEREAS, the entire Project Site has not yet been negotiated for acquisition, some elements
of the Project are not yet known such as the purchase price, total Project Costs, and the terms upon
which the owner(s) will voluntarily sell the Project Site; and
DEP Contract No. S0897, Page 2 of 24
FCT Project No. 08-001-WWI
Stan Mayfield Working Waterfront Project
WHEREAS, this Contract contains conditions that must be satisfied by the Recipient prior to
FCT's disbursement of any Florida Forever Funds awarded for Project acquisition, as well as the
restrictions that shall be imposed on the Project Site concurrent with its acquisition.
NOW THEREFORE, FCT and the Recipient mutually agree as follows:
I. PERIOD OF CONTRACT
1. The initial term of this Contract shall commence upon execution of this Contract and
shall continue for a term of one (1) year ( "Expiration Date "). Failure of Recipient to fulfill the terms
of this contract within this established time frame shall result in FCT's termination of Project
funding and funds committed to this Project shall then be committed to other approved applications,
unless Recipient requests an extension of time pursuant Paragraph 2 below.
2. Recipient must request an extension, in writing, of the Expiration Date in conformity
with the requirements of Rule 62- 820.008(3), F.A.C. The Trust shall extend the Grant Contract
beyond the established time frame if significant progress is being made toward the acquisition of the
Project Site or if extenuating circumstances beyond the control of the Recipient warrant an extension
of time. The Recipient's request for extension must include an explanation of the goals currently
accomplished to complete the Project and the timeframe needed to complete outstanding goals. The
Recipient may also include an explanation of circumstances beyond their control that have negatively
impacted the completion of the Project Site. The initial term of the Contract and extensions shall not
exceed a total of twenty -four months; unless, however, the FCT extends the Expiration Date when
significant progress is being made toward closing the Project or if extenuating circumstances warrant
an extension of time.
3. If FCT does not grant an extension request, the Recipient's award shall be rescinded
as of the Expiration Date and this Contract shall terminate.
4. The FCT may also terminate this Contract prior to the Expiration Date: (a) in
accordance with the provisions of Article XIV of this Contract; (b) in the event of the withdrawal or
rescission of the Award pursuant to the terms set forth herein; and /or (c) if FCT determines that no
significant progress is being made toward the acquisition of the Project Site, or other circumstances
are present which would, in all likelihood, preclude or prevent the successful acquisition of the
Project Site prior to the Expiration Date, pursuant to Rule 62- 820.008(4), F.A.C.
II. MODIFICATION OF CONTRACT
Either party may request modification(s) of the provisions of this Contract at any time. No
oral representations or agreements may modify the terms and conditions of this Contract.
Amendments which are mutually agreed upon by the parties shall be valid only when reduced to
writing and duly signed by each of the parties hereto. Such amendments shall be incorporated into
this Contract.
DEP Contract No. S0897, Page 3 of 24
FCT Project No. 08-001-WWI
Stan Mayfield Working Waterfront Project
III. DEADLINES
1. At least two original copies of this Contract shall be executed by the Recipient and
returned to the FCT office at 3900 Commonwealth Boulevard MS #103, Tallahassee, FL 32399, as
soon as possible and no later than August 15, 2016. If the Recipient requires more than one original
document, the Recipient shall photocopy the number of additional copies needed and then execute
each as an original document. Upon receipt of the signed Contracts, FCT shall execute the
Contracts, retain one original copy and return all other copies that have been executed to the
Recipient.
2. The Recipient and /or its representatives shall know and adhere to all project deadlines
and devise a method of monitoring the project. Deadlines stated in this Contract, as well as
deadlines associated with any FCT activity relating to the project, shall be strictly enforced.
Recipient's failure to adhere to or timely monitor the project deadlines may result in FCT's
allocation of time and /or resources to other grant recipients. Recipient's failure to comply with
project deadlines is cause for termination of this Contract by FCT.
3. The Recipient shall submit the documentation required by this Contract to FCT as
soon as possible so that the Project Costs maybe reimbursed in an expeditious manner. Per Section
62- 820.002(17), "Project Costs" means the total of all eligible costs associated with the Acquisition
of the Project Site in accordance with this rule chapter and Chapter 62 -821, F.A.C., and may include
the cost of the following items: purchase price for Acquisition of all or a portion of the Project Site;
certified survey containing an adequate legal description of the Project Site; any assessment or
examination essential and necessary to determine Project Site boundary; appraisal report(s) and
appraisal review of the Project Site; title report and title insurance premium; and environmental site
assessment(s).
4. In conjunction with the execution and delivery of this Grant Contract, the Recipient
shall execute and deliver to FCT the Confidentiality Agreement provided to the Recipient, pursuant
to Rule 62- 821.008(3), F.A.C. No acquisition activity shall be commenced prior to FCT receipt of
the executed Confidentiality Agreement.
5. The Recipient shall develop the Project Site in accordance with the Grant Award
conditions and open the developed Project Site to the public within 3 years from the date of final
disbursement of the FCT Award.
IV. FUNDING PROVISIONS
1. The FCT Florida Forever award to the Recipient (the "Award ") will in no event
exceed the balance of the legislative appropriation in the Florida Forever Trust Fund (accounts:
3480201 -FY09 and 348014-FYI 1) , for the Stan Mayfield Working Waterfront Program as of the
date of Acquisition (currently $2,291,739), and is subject to adjustment pursuant to Article IV.
Paragraph 2. below. Recipient shall supply a Match, not to exceed $5,000,000, for the remainder of
the final Project Costs. Match means cash, eligible Project Costs, or the value of real property
DEP Contract No. S0897, Page 4 of 24
FCT Project No. 08- 001 -WW 1
Stan Mayfield Working Waterfront Project
acquired for the Project as determined by Approved Appraisal(s), as defined in F.A.C. Rules 62-
820.002(15) and 62- 821.002(3), respectively.
2. The FCT Award is based on the Recipient's estimate of final Project Costs, as well as
the Limitation of Award provided in Rule 62- 820.003(6), F.A.C. and advertised in the Notice of
Application. When disbursing the FCT Award, FCT shall recognize only those Project Costs
consistent with the definition in Rule 62- 820.002(17), F.A.C. FCT shall participate in the land cost
at either the actual purchase price or the maximum amount, whichever is less, both subject to Rule
62- 821.004, F.A.C. Additionally, pursuant to F.A.C. Rule 62- 821.004, FCT will further
memorialize and /or adjust the dollar value of the FCT Award after determination of the maximum
amount that maybe paid for the Project based upon the Approved Appraisal(s). By addendum to this
Contract or by letter of notice to the Recipient, FCT shall reduce the dollar value of the Award, if
necessary, so that the dollar value of the Award does not exceed the maximum amount. Upon such
adjustment, the term "Award" shall mean the Award as adjusted.
3. Recipient shall pay the purchase price for the Project real property to the extent it
exceeds the maximum amount. Recipient shall provide the FCT Grant Manager true copies of
invoices, charges, and expenses constituting Project Costs or otherwise to establish Recipient's
contribution of its Match Percentage Share, and any other requested documents, for inclusion in the
Grant Contract file. Recipient shall submit all such documents requested, along with proof of
payment, and be in a detail sufficient for a proper audit thereof.
4. If the Project Site is comprised of multiple parcels, the Recipient shall deliver at the
closing of each parcel, the purchase price for each such parcel to the extent it exceeds the parcel's
maximum amount. In addition, if the Project Site is comprised of multiple parcels and multiple
owners, then FCT reserves the right to withdraw or adjust the FCT Award if the priority parcel(s) or
a significant portion of the Project Site cannot be acquired.
5. With respect to the remaining Project Costs, the FCT Award is based on the
Recipient's revised estimate of final Project Costs contained in its March 19, 2015 grant
commitment letter. When disbursing the remainder of the FCT Award, if any, FCT shall recognize
only those Project Costs consistent with the definition in Rule 62- 820.002(17), F.A.C. FCT will not
participate in ineligible costs or Project Costs that exceed the Award amount.
6. By executing this Contract, the Recipient affirms that it is ready, willing and able to
provide a Match, as applicable and if any is required. If a Match is required, it shall be delivered in
an approved form as provided in Rule 62- 820.002(15), F.A.C. If the value of land is the source of
the Match as defined in Rule 62- 820.002(15), F.A.C., the maximum reimbursement amount shall
determine the value of the Match. If the Project Site is comprised of multiple parcels, the Recipient
shall deliver at the closing of each parcel the share of the Match that corresponds to the parcel being
closed. Funds expended by the Recipient for Project Costs shall be recognized as part of the Match
on the grant reconciliation statement.
7. The FCT Award shall include approved pre -paid Project Costs paid by FCT to
vendors outside of closing and the final disbursement of the FCT Award to the escrow agent at
DEP Contract No. S0897, Page 5 of 24
FCT Project No. 08- 001 -WW1
Stan Mayfield Working Waterfront Project
closing will be reduced by any such FCT pre -paid Project Costs on the closing settlement statement.
In the event this contract terminates, the Recipient will not be liable for reimbursement of pre -paid
Project Costs to FCT if the termination is through no fault of the Recipient.
8. The FCT Award for approved Project Costs shall be delivered in either or both of the
following forms:
a. approved Project Costs pre -paid by FCT to vendors outside of closing and
recognized as part of the FCT award on the grant reconciliation statement and closing
settlement statement.
b. a State of Florida warrant at the closing of the Project Site, for the balance of
the FCT Award, subject to the limitations contained in Article IV, to be paid directly to an
escrow agent who is authorized by law to receive such payment, and who is acceptable to
FCT, provided the State of Florida, Chief Financial Officer determines that such
disbursement is consistent with good business practices and can be completed in a manner
minimizing costs and risks to the State of Florida. If the Project Site is comprised of
multiple parcels, FCT shall deliver at the closing of each parcel only the share of the FCT
Award that corresponds to the parcel being acquired and closed. FCT shall prepare a grant
reconciliation statement prior to the closing of the Project Site parcel that evidences the
amount of Match provided by the Recipient, as applicable and if any is required, and the
amount of the FCT Award. Funds expended by FCT for Project Costs shall be recognized as
part of the FCT Award on the grant reconciliation statement and closing settlement
statement.
9. The FCT Governing Board ranked and the Board of Trustees selected the Recipient's
Application for funding in order to acquire the entire Project Site identified in the Application. FCT
reserves the right to withdraw or adjust the FCT Award if the acreage that comprises the Project Site
is reduced or the project design is changed so that the objectives of the acquisition cannot be
achieved. FCT shall consider any request for Project Site boundary modification in accordance with
the procedures set forth in Rule 62- 820.009, F.A.C.
10. FCT's performance and obligation to financially pay under this Contract is contingent
upon an annual appropriation by the Florida Legislature, and is subject to any modification in
accordance with Chapter 216, F.S. or the Florida Constitution.
11. The accounting systems for all Recipients must ensure that these funds are not
commingled with funds from other agencies. Funds from each agency must be accounted for
separately. Recipients are prohibited from commingling funds on either a program -by- program or a
project -by- project basis. Funds specifically budgeted and /or received for one project may not be
used to support another project. Where a Recipient's, or subrecipient's, accounting system cannot
comply with this requirement, the Recipient, or subrecipient, shall establish a system to provide
adequate fund accountability for each project it has been awarded.
DEP Contract No. 50897, Page 6 of 24
FCT Project No. 08- 001 -WW 1
Stan Mayfield Working Waterfront Project
a. If FCT finds that these funds have been commingled, FCT shall have the right
to demand a refund, either in whole or in part, of the funds provided to the Recipient
under this Contract for non - compliance with the material terms of this Contract. The
Recipient, upon such written notification from FCT shall refund, and shall forthwith
pay to FCT, the amount of money demanded. Interest on any refund shall be
calculated based on the prevailing rate used by the State Board of Administration.
Interest shall be calculated from the date(s) the original payment(s) are received from
FCT by the Recipient to the date repayment is made by the Recipient to FCT.
b. In the event that the Recipient recovers costs, incurred under this Contract and
reimbursed by FCT, from another source(s), the Recipient shall reimburse FCT for all
recovered funds originally provided under this Contract. Interest on any refund shall
be calculated based on the prevailing rate used by the State Board of Administration.
Interest shall be calculated from the date(s) the payment(s) are recovered by the
Recipient to the date repayment is made to FCT by the Recipient.
V. NOTICE AND CONTACT
1. All notices and written communication between the parties shall be sent by electronic
mail, U.S. Mail, a courier delivery service, or delivered in person. Notices shall be considered
delivered when reflected by an electronic mail read receipt, a courier service delivery receipt, other
mail service delivery receipt, or when receipt is acknowledged by recipient to:
Florida Communities Trust
3900 Commonwealth Boulevard, MS #103
Tallahassee, FL 32399
2. All contact and correspondence from FCT to the Recipient shall be through the key
contact as required by Rules 62 -820 and 62 -821, F.A.C. Recipient hereby notifies FCT that the
following administrator, officer or employee is the authorized key contact on behalf of the Recipient
for purposes of coordinating project activities for the duration of the project:
a. Name: Lisa Tennyson
Organization: Monroe County
Title: Director of Legislative Affairs and Grants Acquisition
Address: Monroe County Office of Management and Budget
1100 Simonton Street
Key West, Florida 33040
Telephone: 305- 292 -4444
Cell: 305 -509 -1709
E -mail: Tennyson- lisa@monroecounty -fl.gov
b. County Attorney
111112 1h Street, Suite 408
Key West, Florida 33040
Telephone: (305)- 292 -3470
DEP Contract No. S0897, Page 7 of 24
FCT Project No. 08-001-WWI
Stan Mayfield Working Waterfront Project
3. The Board of Commissioners of Monroe County is authorized to execute all documents
in connection with this project on behalf of the Recipient, including, but not limited to, this Contract
or any addenda thereto, purchase agreement(s) for the property, grant reconciliation statement,
closing documents, statements submitted as a part of the Project Plan and Declaration of Restrictive
Covenants.
4. In the event that different representatives or addresses are designated for NOTICE
AND CONTACT, specified herein, after execution of this Contract, notice of the changes shall be
rendered to FCT as provided in NOTICE AND CONTACT, paragraph 1. above.
5. The Recipient hereby notifies FCT that the Recipient's Federal Employer
Identification Number(s) is 59- 6000749.
VI. NEGOTIATION OF PROJECT SITE PURCHASE AGREEMENT
1. Pursuant to Rules 62- 820.003(8) and 62- 821.003(5), F.A.C., this Project shall be a
Joint Acquisition Project and the Department will be responsible for all Acquisition activities,
including negotiations.
2. Acquisition of the Project Site shall be governed by a negotiated Purchase Agreement,
signed by the Owner /Seller, the Recipient and FCT. The negotiation of offers and counteroffers for
the acquisition of the Project Site shall be conducted in accordance with Rules 62- 821.006 and 62-
821.007, F.A.C. Pursuant to Section 380.510(3), F.S., and Rule 62- 821.007, F.A.C., the final
Purchase Agreement must be in form and content satisfactory to the Department.
3. Fee - simple interest in the Project Site shall be titled in the Recipient's name. The
deed vesting interest of the Project Site to the Recipient shall set forth the executory interest of the
Board of Trustees through a reverter clause, and also include any covenants or other restrictions
sufficient to protect the interest of the people of Florida as contemplated in Section 380.510(3), F.S.
4. Prior to and as a condition of FCT's approval of the Purchase Agreement, the
Recipient shall submit to FCT:
a. The documents required under Article III above, including this Contract,
Recipient's written confirmation and identification of its Project funding sources, a
statement from each Project Site owner evidencing the voluntary negotiation of a sale
of the Project Site, and the Confidentiality Agreement.
b. Disclosures of beneficial interest required by Section 286.23, F.S., signed by
each Project Site owner.
VII. PROJECT SITE ACQUISITION REQUIREMENTS
1. Recipient must comply with the requirements for the acquisition of lands, as specified
in Section 380.507(11), F.S. and Chapter 62 -821, F.A.C.
DEP Contract No. 50897, Page 8 of 24
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Stan Mayfield Working Waterfront Project
2. Without limiting the scope of the preceding Paragraph 1. of this Article VI., prior to
the consummation of the closing(s) on the acquisition of the Project Site and final disbursement of
the FCT Award:
a. FCT shall have approved the Purchase Agreement, and, the conditions to the
closing(s) as set forth therein shall have been satisfied.
b. The closing documents related to Project Site acquisition shall be of a format
and content satisfactory to FCT, including but not limited to:
The deed conveying the interest in the Project Site to Recipient
ii. The Declaration of Restrictive Covenants as defined in Rule 62-
820.002(7), F.A.C. ( "Declaration of Restrictive Covenants ") which requires
the Project Site to be operated in perpetuity in accordance with statutory and
administrative /regulatory requirements or title to all interest in the Project
Site shall be conveyed or revert to the Board of Trustees pursuant to Section
380.510(3)(d), F.S.
iii. If applicable, Working Waterfronts Covenants as defined in Rule 62-
820.002(26), F.A.C., which will be recorded in the official records and sets
forth the obligations, rights and responsibilities of each party, the actions that
are prohibited on the property, and any enforcement provisions.
C. Recipient shall submit for FCT approval in writing, a Management Plan
explaining how the Project Site will be managed to further the purposes of the Project
and meet the terms and conditions of this Contract, as required by Rule 62- 820.010,
F.A.C. Recipient shall make any revisions necessary prior to the required FCT
approval. The required content of the Management Plan is further detailed in Article
VIII below.
d. Recipient shall submit to FCT a Project Plan containing the following
information:
i. The Purchase Agreement, modified in consideration of the maximum
amount, as applicable.
ii. A letter from FCT indicating approval of the Management Plan
written in accordance with Rule 62- 820.01, F.A.C.,
iii. Recipient's statement of the total Project Costs.
iv. Recipient's statement of the amount of the Award being requested.
DEP Contract No. S0897, Page 9 of 24
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Stan Mayfield Working Waterfront Project
V. Supporting documentation that all conditions imposed as part of this
Contract have been satisfied, and for purposes of the closing(s), that the terms
of the approved Purchase Agreement have been satisfied.
vi. Recipient's statement that the Recipient is not aware of any pending
criminal, civil or regulatory violations imposed on the Project Site by any
governmental agency or body.
vii. Recipient's statement pursuant to Section 380.508(7), F.S., that all
activities under this Contract and in the approved Management Plan comply
with all applicable local, state, regional and federal laws and regulations,
including zoning ordinances and the applicable adopted and approved
comprehensive plan.
viii. Additional documentation as may be requested by FCT to provide
Reasonable Assurance (as defined in F.A.C. Rule 62- 820.002(19)) that
Recipient will be able to fulfill its obligations under this Contract, the
Declaration of Restrictive Covenants, and Chapter 62 -820, F.A.C., as more
particularly discussed in Article X below.
ix. Any additional documentation that may become necessary during due
diligence and acquisition activities.
3. Upon approval of the Project Plan, a completed copy of the FCT Project
Reconciliation Statement, provided as Attachment A, shall be signed and returned to the FCT Grant
Manager.
4. FCT must approve the terms under which the interest in land is acquired pursuant to
Section 380.510(3), F.S. Such approval is deemed given when FCT approves and executes the
purchase agreement for acquisition of the Project Site, further described herein.
5. All real property shall be obtained through a Voluntarily- Negotiated
Transaction, as defined in Rule 62- 820.002(24), F.A.C. The use of or threat of condemnation is
not considered a Voluntarily- Negotiated Transaction.
6. All invoices for approved Project Costs, with proof of payment, shall be submitted to
FCT Grant Manager and be in a detail sufficient for a proper preaudit and postaudit thereof.
7. The Recipient may, and is strongly encouraged to, request a courtesy review of its
Project Plan by FCT prior to its submission for approval.
8. Reimbursement for Project Costs shall not occur until after FCT approval of the
Project Plan.
DEP Contract No. 50897, Page 10 of 24
FCT Project No. 08-001-WWI
Stan Mayfield Working Waterfront Project
VIII. MANAGEMENT PLAN; ANNUAL STEWARDSHIP REPORT
1. Prior to approval of the Project Plan and final disbursement of the FCT Award, the
Recipient shall submit to and have approved by FCT, a Management Plan that complies with Rule
62- 820.010, F.A.C. and addresses the criteria and conditions set forth in Articles VII, VIII, IX, X,
and XI herein.
2. The Management Plan explains how the Project Site will be managed to further the
purposes of the Project and meet the terms and conditions of this Contract. Upon FCT's approval,
the Management Plan shall govern Recipient's use, operation, and management of the Project Site
and constitutes an essential term or condition of the Award. In the event Recipient desires to revise
or modify the approved Management Plan, the Recipient must provide a written request, with all
appropriate supporting materials, to the FCT and obtain FCT's prior written consent to any such
modification.
3. Recipient's failure to implement the Management Plan, including the Project
elements and time period(s) under which Project activities shall be accomplished, constitutes a
violation of an essential term or condition of the Award, and in such event, F.S. Section
380.510(3)(d) requires that title to all interest in the Project Site shall be conveyed or revert to the
Board of Trustees.
4. The Management Plan shall include the following:
a. An introduction containing the Project name, location, and other background
information relevant to management.
b. The stated purpose for acquiring the Project Site as proposed in the
Application and a prioritized list of management objectives.
C. A detailed description of all proposed uses, including existing and proposed
physical improvements and the impact on natural resources.
d. A scaled site plan drawing showing the Project Site boundary, existing and
proposed physical improvements.
e. A description of proposed educational displays and programs to be offered, if
applicable.
f. A schedule for implementing the development and management activities of
the Management Plan.
g. Cost estimates and funding sources to implement the Management Plan.
DEP Contract No. 50897, Page 11 of 24
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5. If the Recipient is not the proposed managing entity, the Management Plan shall
include a signed agreement between the Recipient and the managing entity stating the managing
entity's willingness to manage the Project Site, the manner in which the Project Site will be managed
to further the purpose(s) of the Project, and the identification of the source of funding for
management. In the event that the Recipient is a partnership, the Recipient shall also provide FCT
with the interlocal agreement that sets forth the relationship among the partners and the fiscal and
management responsibilities and obligations incurred by each partner for the Project Site as a part of
its Management Plan.
6. To ensure that future management funds will be available for the management of the
site in perpetuity pursuant to Section 259.105 and Chapter 380, Part III, F.S., the Recipient is
required to provide FCT with Reasonable Assurance, as defined in F.A.C. Rule 62- 820.002(19), that
it has the financial resources, background, qualifications and competence to manage the Project Site
in perpetuity in a reasonable and professional manner.
a. Where the Recipient is a Nonprofit Working Waterfront Organization as
defined in Rule 62- 820.002(16), F.A.C. ( "Nonprofit Working Waterfronts
Organization "), Recipient shall provide a guaranty or pledge by a Local Government
(as defined in Rule 62- 820.002(13), F.A.C.), the Water Management District in
which the Project is located, or a managing agency of the Board of Trustees, to act as
a backup manager to assume responsibility for management of the Project Site in the
event the Nonprofit Working Waterfronts Organization is unable to continue to
manage the Project Site.
b. Pursuant to Rule 62- 820.003(4), F.A.C., the Nonprofit Working Waterfronts
Organization shall provide assurance that they have the capacity to manage the
Project Site in the form of an endowment equal to five percent of the appraised value
of the fee interest and a capital fund equal to five percent of the appraised value of
the fee interest.
7. The Recipient shall, through its agents and employees, prevent the unauthorized use
of the Project Site or any use thereof not in conformity with the Management Plan approved by FCT;
failure to do so may result in title to all interest in the Project Site being conveyed or reverting to the
Board of Trustees.
8. All buildings, structures, improvements and signs shall require the prior written
approval of FCT as to purpose. Major land alterations shall require the written approval of FCT. The
approvals required from FCT shall not be unreasonably withheld upon sufficient demonstration that
the proposed structures, buildings, improvements, signs or land alterations are in furtherance of the
implementation of the approved Management Plan will not adversely impact the Project Site.
9. After the acquisition of the Project Site, pursuant to Rule 62- 820.012, F.A.C.,
Recipient shall prepare and submit to FCT an annual stewardship report. The stewardship report is
intended to verify that Recipient is complying with the conditions imposed at the time of the Award
and to monitor the stewardship and use of the Project Site. The stewardship report shall document
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Recipient's progress in implementing the Management Plan. Recipient's failure to implement the
Management Plan may result in title to all interest in the Project Site being conveyed or reverting to
the Board of Trustees.
IX. SPECIAL MANAGEMENT CONDITIONS
In addition to the Management Plan conditions already described in this Contract, which
apply to all sites acquired with FCT funds, the Management Plan shall address the following
conditions that are particular to the Project Site and result from either representations made in the
Application that received scoring points or observations made by FCT staff during the site visit
described in Rule 62- 820.007, F.A.C.:
1. The future land use and zoning designations of the project site shall be changed to
Working Waterfronts or other similar category.
2. A permanent recognition sign, at a minimum size of 3' x 4', shall be maintained at the
entrance area of the project site. The sign shall acknowledge that the project site was purchased with
funds from the Florida Communities Trust Program.
3. Prior to closing, the Recipient will provide a letter from the Department of
Environmental Protection stating the current land owner is in compliance with Chapters 253, 258,
373 Part IV and 403 Florida Statutes and the submerged land lease for all facilities or structures on
the project site that are located over state sovereignty submerged land and that applicable fees or
wetslip certification forms are current or that the facilities or structures are not subject to a state
sovereignty submerged land lease.
4. At closing, any existing submerged land lease will be transferred to the Recipient.
5. Annually the Recipient will provide a letter from the Department of Environmental
Protection stating the Recipient is in compliance with Chapters 253, 258, 373 Part IV and 403
Florida Statutes and the submerged land lease for all facilities or structures on the project site that are
located over state sovereignty submerged land and that applicable fees or wetslip certification forms
are current.
6. The Recipient will maintain the existing docking facility for commercial fishing
vessels or aquaculture operations on the project site.
7. The Recipient will maintain the existing structure for launching commercial fishing
vessels, including but not limited to a boat ramp, boat lift or boat rail system on the project site.
8. The Recipient will restore and maintain the existing structure for launching
commercial fishing vessels, including but not limited to a boat ramp, boat lift or boat rail system on
the project site.
9. The Recipient will maintain an open area of at least 1/4 acre to be used for the storage
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of traps, nets, and other gear needed for commercial fishing or aquaculture operations.
10. Interpretive kiosk(s) and /or sign(s) shall be provided on the project site to educate the
public about the economic, cultural or historic heritage of Florida's traditional Working Waterfronts.
X. DECLARATION OF RESTRICTIVE COVENANTS REQUIREMENTS IMPOSED
BY F.S. CHAPTER 259 AND CHAPTER 380, PART III
1. Each parcel in the Project Site to which the Recipient acquires title shall be subject to
a Declaration of Restrictive Covenants describing the parcel and containing such covenants and
restrictions as are, at a minimum, sufficient to ensure that the use of the Project Site at all times
complies with Sections 375.051 and 380.510, F.S.; Section 11(e), Article VII of the Florida
Constitution; the applicable bond indenture under which the Bonds were issued; and any provision of
the Internal Revenue Code or the regulations promulgated thereunder that pertain to tax exempt
bonds. The Declaration of Restrictive Covenants shall contain clauses providing for the conveyance
of title to the Project Site, as applicable, to the Trustees, or a nonprofit environmental organization or
government entity, upon failure to comply with any of the covenants and restrictions, as further
described herein.
2. The Declaration of Restrictive Covenants shall also restate the conditions that were
placed on the Project Site at the time of Project selection and initial Grant approval. The Declaration
of Restrictive Covenants shall be executed by FCT and the Recipient at the time of the closing of the
Project Site and shall be recorded by the Recipient in the county(s) in which the Project Site is
located contemporaneously with the deed conveying the Project Site to Recipient.
3. If any essential term or condition of the Declaration of Restrictive Covenants is
violated by the Recipient or by some third party with the knowledge of the Recipient, the Recipient
shall be notified of the violation by written notice given by personal delivery, registered mail or
registered expedited service. The Recipient shall diligently commence to cure the violation or
complete curing activities within thirty (30) days after receipt of notice of the violation. If the curing
activities cannot be reasonably completed within the specified thirty (30) day time frame, the
Recipient shall submit a timely written request to FCT pursuant to conditions stated herein, which
includes the status of the current activity, the reasons for the delay and a time frame for the
completion of the curing activities. FCT shall submit a written response within thirty (30) days of
receipt of the request and approval shall not be unreasonably withheld. It is FCT's position that all
curing activities shall be completed within one hundred twenty (120) days of the Recipient's
notification of the violation. However, if the Recipient can demonstrate extenuating circumstances
exist to justify a greater extension of time to complete the activities, FCT shall give the request due
consideration. If the Recipient fails to correct the violation within either (a) the initial thirty (30) day
time frame or (b) the time frame approved by FCT pursuant to the Recipient's request, fee simple
title to all interest in the Project Site shall be conveyed to the Trustees unless FCT negotiates an
agreement with another local government or nonprofit environmental organization who agrees to
accept title. FCT may, but is not required to, negotiate a management agreement with the local
government, nonprofit environmental organization, the Florida Division of Forestry, the Florida Fish
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and Wildlife Conservation Commission, the Department of Environmental Protection or a Water
Management District, who agrees to manage the Project Site. FCT shall treat such property in
accordance with Section 380.508(4), F.S.
XI. GENERAL OBLIGATIONS OF THE RECIPIENT AS A CONDITION OF PROJECT
FUNDING
1. Recipient's interest in the Project Site may not serve as security for any debt of the
Recipient.
2. If the existence of the Recipient terminates for any reason, title to the Project Site
shall be conveyed to the Trustees unless FCT negotiates an agreement with another local government
or nonprofit environmental organization. FCT will also attempt to negotiate a management
agreement with the local government, nonprofit environmental organization, the Florida Division of
Forestry, the Florida Fish and Wildlife Conservation Commission, the Department of Environmental
Protection, or a Water Management District, to manage the Project Site.
3. Following the acquisition of the Project Site, the Recipient shall ensure that the future
land use and zoning designation assigned to the Project Site is for a category dedicated to working
waterfronts. If an amendment to the applicable comprehensive plan is required, the amendment shall
be proposed at the next comprehensive plan amendment cycle available to the Recipient subsequent
to the Project Site's acquisition. Recipient's failure to obtain the required future land use and zoning
designation dedicated to working waterfronts, or obtain a variance or other approval which permits
the use of the Project Site as a working waterfront in accordance with the Management Plan shall
constitute a violation of an essential term of the Award.
4. FCT staff or its duly authorized representatives shall have the right at any time to
inspect the Project Site and the operations of the Recipient at the Project Site.
5. The Project Site shall permanently contain one sign recognizing FCT's role in the
acquisition of the Project Site. Recipient shall permanently display the FCT sign at the Project Site
within ninety (90) days of the final disbursement of the FCT Award. In addition, within such 90 -day
period, Recipient shall deliver a color photograph of the installed FCT Project sign to the FCT.
XII. RECIPIENT'S OBLIGATIONS RELATING TO THE BOND PROCEEDS
1. Section 380.510, F. S., authorizes the FCT to impose conditions for funding on the
Recipient in order to ensure that the Project complies with the requirements for the use of Florida
Forever bond proceeds including, without limitation, the provisions of the Internal Revenue Code
and the regulations promulgated thereunder so that the bonds maintain their tax exempt status.
2. The Recipient agrees and acknowledges that the transactions, events, and
circumstances itemized below (collectively, the "disallowable activities ") may have negative legal
and tax consequences on the bonds pursuant to Florida law and federal income tax law. The
Recipient further agrees and acknowledges that, under some circumstances, these disallowable
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activities may be allowed but only to the extent based on guidelines or tests outlined in the Federal
Private Activity regulations of the Internal Revenue Service:
a. the sale or lease of any interest in the Project Site to a non - governmental
person or organization;
b. the operation of any concession on the Project Site by a non - governmental
person or organization;
C. any sales contract or option to buy or sell things attached to the Project Site to
be severed from the Project Site with a non - governmental person or organization;
d. any use of the Project Site by a non - governmental person other than in such
person's capacity as a member of the general public;
e. any change in the character or use of the Project Site from that use expected at
the date of the issuance of any series of bonds from which the FCT Award
disbursement is made;
f. a management contract for the Project Site with a non - governmental person or
organization; or
g. such other activity or interest as may be specified from time to time in writing
by FCT to the Recipient.
h. any and all activities that violate the Federal Private Activity regulations of
the Internal Revenue Service.
3. If the Project Site, after its acquisition by the Recipient and /or the Trustees, is subject
to any of the disallowable activities, the Recipient shall provide notice to FCT, as provided for in
paragraph V.1., at least sixty (60) calendar days in advance of any such transactions, events or
circumstances, and shall provide to FCT such information as FCT reasonably requests in order to
evaluate for approval or denial the legal and tax consequences of such disallowable activities.
4. In the event that FCT determines at any time that the Recipient is engaging, or
allowing others to engage, in disallowable activities on the Project Site, the Recipient shall
immediately cease or cause the cessation of the disallowable activities upon receipt of written notice
from FCT. In addition to all other rights and remedies at law or in equity, FCT shall have the right to
seek temporary and permanent injunctions against the Recipient for any disallowable activities on the
Project Site.
DELEGATIONS AND CONTRACTUAL ARRANGEMENTS BETWEEN THE RECIPIENT AND
OTHER GOVERNMENTAL BODIES, NONPROFIT ENTITIES OR NON GOVERNMENTAL
PERSONS FOR USE OR MANAGEMENT OF THE PROJECT SITE WILL IN NO WAY
RELIEVE THE RECIPIENT OF THE RESPONSIBILITY TO ENSURE THAT THE
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CONDITIONS IMPOSED HEREIN ON THE PROJECT SITE AS A RESULT OF UTILIZING
BOND PROCEEDS TO ACQUIRE THE PROJECT SITE ARE FULLY COMPLIED WITH BY
THE CONTRACTING PARTY.
XIII. RECORDKEEPING; AUDIT REQUIREMENTS
1. The Grantee shall maintain books, records and documents directly pertinent to
performance under this Contract in accordance with generally accepted accounting principles
consistently applied. The Department, the State, or their authorized representatives shall have access
to such records for audit purposes during the term of this Contract and for five (5) years following
the completion date of the Contract. In the event any work is subcontracted, the Grantee shall
similarly require each subcontractor to maintain and allow access to such records for audit purposes.
2. The Grantee understands its duty, pursuant to Section 20.055(5), F.S., to cooperate
with the Department's Inspector General in any investigation, audit, inspection, review, or hearing.
The Grantee will comply with this duty and ensure that its subcontracts issued under this Grant, if
any, impose this requirement, in writing, on its subcontractors.
3 The rights of access in this paragraph are not limited to the required retention period
but last as long as the records are retained.
4. In addition to the requirements contained herein, the Grantee shall comply with the applicable
provisions contained in Attachment B, Special Audit Requirements, attached hereto and made a
part hereof. Exhibit 1 to Attachment B summarizes the funding sources supporting the Contract for
purposes of assisting the Grantee in complying with the requirements of Attachment B. A revised
copy of Exhibit 1 must be provided to the Grantee for each amendment which authorizes a funding
increase or decrease. If the Grantee fails to receive a revised copy of Exhibit 1, the Grantee shall
notify the Department's Grants Development and Review Manager at 850/245 -2361 to request a
copy of the updated information.
5. The Grantee is hereby advised that the Federal audit mandates and /or the Florida
Single Audit Act Requirements may further apply to lower tier transactions that may be a result of
this Contract. The Grantee shall consider the type of financial assistance (federal and /or state)
identified in Attachment B, Exhibit 1 when making its determination. For federal financial
assistance, the Grantee shall utilize the guidance provided under OMB Circular A -133, Subpart B,
Section _.210 2 CFR §200.330 for determining whether the relationship represents that of a
subrecipient or vendor. For state financial assistance, the Grantee shall utilize the form entitled
"Checklist for Nonstate Organizations Recipient/Subrecipient vs. Vendor Determination" (form
number DFS- A2 -NS) that can be found under the "Links /Forms" section appearing at the following
website:
https://qpps.fldfs.com/fsaa
The Grantee should confer with its chief financial officer, audit director or contact the Department
for assistance with questions pertaining to the applicability of these requirements.
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XIV. DEFAULT; REMEDIES; TERMINATION
1. If the necessary funds are not available to fund this Contract as a result of action by
the Florida Legislature or the Office of the State Chief Financial Officer, or if any of the events
below occur ( "Events of Default "), all obligations on the part of FCT to make any further payment of
funds hereunder shall, if FCT so elects, terminate and FCT may, at its option, exercise any of its
remedies set forth herein, but FCT may make any payments or parts of payments after the happening
of any Events of Default without thereby waving the right to exercise such remedies, and without
becoming liable to make any further payment. The following constitute Events of Default:
a. If any warranty or representation made by the Recipient in this Contract, any
previous agreement with FCT or in any document provided to FCT shall at any time
be false or misleading in any respect, or if the Recipient shall fail to keep, observe or
perform any of the terms or covenants contained in this Contract or any previous
agreement with FCT and has not cured such in timely fashion, or is unable or
unwilling to meet its obligations thereunder;
b. If any material adverse change shall occur in the financial condition of the
Recipient at any time during the term of this Contract from the financial condition
revealed in any reports filed or to be filed with FCT, and the Recipient fails to cure
said material adverse change within thirty (30) days from the date written notice is
sent to the Recipient by FCT;
C. If any reports or documents required by this Contract have not been timely
submitted to FCT or have been submitted with incorrect, incomplete or insufficient
information; or
d. If the Recipient fails to perform and complete in timely fashion any of its
obligations under this Contract.
e. If the Recipient fails to comply with project deadlines in a timely fashion set
forth in the approved Management Plan.
f. If the Recipient otherwise fails to perform and complete in a timely manner
any of its obligations under this Agreement, Chapter 259 and 380, Part III, F.S., as
applicable, and Rules 62 -820 and 62 -821, F.A.C.
2. Upon the happening of an Event of Default, FCT may, at its option, upon thirty (30)
calendar days from the date written notice is sent to the Recipient by FCT and upon the Recipient's
failure to timely cure, exercise any one or more of the following remedies, either concurrently or
consecutively, and the pursuit of any one of the following remedies shall not preclude FCT from
pursuing any other remedies contained herein or otherwise provided at law or in equity:
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a. Terminate this Contract, provided the Recipient is given at least thirty (30)
days prior written notice of such termination. The notice shall be effective upon
the date of the letter. Notification shall be given pursuant to Section V.;
b. Commence an appropriate legal or equitable action to enforce performance
of this Contract;
C. Withhold or suspend payment of all or any part of the FCT Award;
d. Exercise any corrective or remedial actions, including, but not limited to,
requesting additional information from the Recipient to determine the reasons for
or the extent of non - compliance or lack of performance or issuing a written
warning to advise that more serious measures may be taken if the situation is not
corrected; or
e. Exercise any other rights or remedies which may be otherwise available
under law, including, but not limited to, those described in paragraph IX.3.
3. FCT may terminate this Contract for cause upon written notice to the Recipient.
Cause shall include, but is not limited to: Events of Default; fraud; lack of compliance with
applicable rules, laws and regulations; failure to perform in a timely manner; failure to make
significant progress toward Project Plan and Management Plan approval; and refusal by the
Recipient to permit public access to any document, paper, letter, or other material subject to
disclosure under Chapter 119, F.S., as amended. Appraisals, and any other reports relating to value,
offers and counteroffers are not available for public disclosure or inspection and are exempt from the
provisions of Section 11 9.07(l), F.S. until a Purchase Agreement is executed by the Owner(s) and
Recipient and conditionally accepted by FCT, or if no Purchase Agreement is executed, then as
provided for in Sections 125.355(1)(a) and 166.045(1)(a), F.S.
4. FCT may terminate this Contract when it determines, in its sole discretion, that the
continuation of the Contract would not produce beneficial results commensurate with the further
expenditure of funds by providing the Recipient with thirty (30) calendar days prior written notice.
5. The Recipient may request termination of this Contract before its Expiration Date
by a written request fully describing the circumstances that compel the Recipient to terminate the
project. A request for termination shall be provided to FCT in a manner described in Article II.
XV. LEGAL AUTHORIZATION
1. The Recipient certifies that it possesses the legal authority to enter into and perform
this Contract, to receive the FCT Award, and its governing body has authorized, by resolution or
otherwise, the execution and acceptance of this Contract, including all covenants and assurances
contained herein. Recipient shall provide documentary proof thereof satisfactory to FCT. The
Recipient also certifies that the undersigned possesses the authority to legally execute and bind the
Recipient to the terms of this Contract.
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XVI. PUBLIC RECORDS.
1. Grantee shall comply with Florida Public Records law under Chapter 119, F.S.
Records made or received in conjunction with this Contract are public records under Florida law, as
defined in Section 119.011(12), F. S. Grantee shall keep and maintain public records required by the
Department to perform the services under this Contract.
2. This Contract may be unilaterally canceled by the Department for refusal by the
Grantee to either provide to the Department upon request, or to allow inspection and copying of all
public records made or received by the Grantee in conjunction with this Contract and subject to
disclosure under Chapter 119, F.S., and Section 24(a), Article I, Florida Constitution.
3. If Grantee meets the definition of "Contractor" found in Section 119.0701(1)(a), F.S.;
[i.e., an individual, partnership, corporation, or business entity that enters into a contract for services
with a public agency and is acting on behalf of the public agency], then the following requirements
apply:
a. Pursuant to Section 119.0701, F.S., a request to inspect or copy public records
relating to this Contract for services must be made directly to the Department. If the
Department does not possess the requested records, the Department shall
immediately notify the Grantee of the request, and the Grantee must provide the
records to the Department or allow the records to be inspected or copied within a
reasonable time. If Grantee fails to provide the public records to the Department
within a reasonable time, the Grantee may be subject to penalties under s. 119. 10,
F.S.
b. Upon request from the Department's custodian of public records, Grantee
shall provide the Department with a copy of the requested records or allow the
records to be inspected or copied within a reasonable time at a cost that does not
exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided
by law.
C. Grantee shall identify and ensure that all 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 Contract term and
following completion of the Contract if the Grantee does not transfer the records to
the Department.
4. Upon completion of the Contract, Grantee shall transfer, at no cost to Department, all
public records in possession of Grantee or keep and maintain public records required by the
Department to perform the services under this Contract. If the Grantee transfers all public records to
the Department upon completion of the Contract, the Grantee shall destroy any duplicate public
records that are exempt or confidential and exempt from public disclosure requirements. If the
Grantee keeps and maintains public records upon completion of the Contract, the Grantee shall meet
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all applicable requirements for retaining public records. All records that are stored electronically
must be provided to Department, upon request from the Department's custodian of public records, in
a format that is accessible by and compatible with the information technology systems of
Department.
5. 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
CONTRACT, CONTACT THE DEPARTMENT'S CUSTODIAN OF PUBLIC
RECORDS by telephone at (850) 245 -2118 by email at
ombudsman(&,,dep. state. fl.us, or at the mailing address below:
Department of Environmental Protection
ATTN: Office of Ombudsman and Public Services
Public Records Request
3900 Commonwealth Blvd, Mail Slot 49
Tallahassee, FL 32399
XVII. SCRUTINIZED COMPANIES
1. In executing this Contract, the Grantee (or affiliate, subcontractor) certifies that it is
not listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies
with Activities in the Iran Petroleum Energy Sector List, and /or Scrutinized Companies with
Activities in Israel List (eff. 10.1.2016), created pursuant to section 215.473, F.S. Pursuant to
subsection 287.135(5), F.S., the Grantee (or affiliate, subcontractor) agrees the Department may
immediately terminate this Contract for cause if the Grantee (or affiliate, subcontractor) is found to
have submitted a false certification or if the Grantee (or affiliate, subcontractor) is placed on the
Scrutinized Companies list during the term of the Contract.
XVIII. STANDARD CONDITIONS
1. This Contract has been delivered in the State of Florida and shall be construed in
accordance with the laws of Florida. Wherever possible, each provision of this Contract shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision of
this Contract shall be prohibited or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement. Any action hereon or in connection herewith shall be
brought in Leon County, Florida.
2. Neither FCT's waiver of any right or remedy granted hereunder nor FCT's delay or
failure to insist on Recipient's strict performance of this Contract shall constitute a waiver of any
such right or remedy or affect the FCT's subsequent exercise thereof. Any power of approval or
disapproval granted to FCT under the terms of this Contract shall survive the expiration or
termination of this Contract.
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3. The Department supports diversity in its procurement program and requests that all
subcontracting opportunities afforded by this Contract embrace diversity enthusiastically. The award
of subcontracts should reflect the full diversity of the citizens of the State of Florida. A list of
minority owned firms that could be offered subcontracting opportunities may be obtained by
contacting the Office of Supplier Diversity at (850) 487 -0915.
4. No person, on the grounds of race, creed, color, religion, national origin, age, gender,
or disability, shall be excluded from participation in; be denied the proceeds or benefits of; or be
otherwise subjected to discrimination in performance of this Contract.
5. Grantee agrees to comply with the Americans With Disabilities Act (42 USC §
12101, et seq.), where applicable, which prohibits discrimination by public and private entities on the
basis of disability in the areas of employment, public accommodations, transportation, State and
local government services, and in telecommunications.
6. A person or affiliate who has been placed on the convicted vendor list following a
conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a
contract to provide any goods or services to a public entity, may not submit a bid on a contract with a
public entity for the construction or repair of a public building or public work, may not submit lease
bids on leases of real property to a public entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not
transact business with any public entity in excess of Category Two for a period of thirty -six (36)
months from the date of being placed on the convicted vendor list or on the discriminatory vendor
list.
7. In accordance with Section 216.347, F.S., the Recipient is hereby prohibited from
using funds provided by this Contract for the purpose of lobbying the Legislature, the judicial branch
or a state agency. Further, in accordance with Section 11.062, F.S., no state funds, exclusive of
salaries, travel expenses, and per diem, appropriated to, or otherwise available for use by, any
executive, judicial, or quasi-judicial department shall be used by any state employee or other person
for lobbying purposes.
8. The employment of unauthorized aliens by any recipient is considered a violation of
Section 274A(e) of the Immigration and Nationality Act. If the Recipient knowingly employs
unauthorized aliens, such violation shall be cause for unilateral cancellation of this Contract. The
Recipient shall be responsible for including this provision in all subcontracts with private
organizations issued as a result of this Contract.
9. The Recipient shall comply with all applicable federal, state and local rules and
regulations in providing services to the Department under this Contract. The Recipient
acknowledges that this requirement includes, but is not limited to, compliance with all applicable
federal, state and local health and safety rules and regulations. The Recipient further agrees to
include this provision in all subcontracts issued as a result of this Contract.
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10. To the extent set forth in F.S. 768.28, the Recipient shall save and hold harmless and
indemnify the State of Florida and the Department against any and all liability, claims, judgments or
costs of whatsoever kind and nature for injury to, or death of any person or persons and for the loss
of damage to any property resulting from the use, service, operation or performance of work under
the terms of this Contract, resulting from the negligent acts of the Recipient, his subcontractor, or
any of the employees, agents or representatives of the Recipient or subcontractor.
Nothing contained in this Contract shall be construed to be a waiver by either party of any
protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar
provision of law. Nothing contained herein shall be construed to be a consent by either party to be
sued by third parties in any matter arising out of this or any other contract.
11. To the extent required by law, the Recipient will be self - insured against, or will secure
and maintain during the life of this Contract, Workers' Compensation Insurance for all of its
employees connected with the work of this project and, in case any work is subcontracted, the
Recipient shall require the subcontractor similarly to provide Workers' Compensation Insurance for
all of the latter's employees unless such employees are covered by the protection afforded by the
Recipient. Such self - insurance program or insurance coverage shall comply fully with the Florida
Workers' Compensation law. In case any class of employees engaged in hazardous work under this
Contract is not protected under Workers' Compensation statutes, the Recipient shall provide, and
cause each subcontractor to provide, adequate insurance satisfactory to the Department, for the
protection of his employees not otherwise protected.
a. Recipient's chief financial officer ( "CFO ") must provide self - insurance
documentation to FCT prior to execution of this Contract and upon any subsequent
changes relating to the terms or insurance carrier.
12. The Recipient, as an independent contractor and not an agent, representative, or
employee of the Department or FCT, agrees to carry liability and other appropriate forms of
insurance. The Department shall have no liability except as specifically provided in this Contract.
13. This Contract may be executed in two or more counterparts, each of which together
shall be deemed an original, but all of which together shall constitute one and the same instrument.
In the event that any signature is delivered by facsimile transmission or by e -mail delivery of a ".pdf'
format data file, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile or
".pdf'signature page were an original thereof.
14. This Contract embodies the entire contract between the parties. Any alterations, variations,
changes, modifications or waivers of provisions of this Contract shall only be valid when they have
been reduced to writing, duly signed by each of the parties hereto, and attached to the original of this
Contract, unless otherwise provided herein.
IN WITNESS WHEREOF, the parties hereto have duly executed this Contract.
DEP Contract No. S0897, Page 23 of 24
FCT Project No. 08- 001 -WW1
Stan Mayfield Working Waterfront Project
FLORIDA COMMUNITIES TRUST,
STATE OF FLORIDA, DEPARTMENT OF
ENVIRONMENTAL PROTECTION
Approved as to Form and Legality:
By: Koo �r
Print Name: W'P'45�L`�O
Dat 0 tAk11 o . )'n1(.0
VILIN, CLERK
erk T d J J/�0
By:
S c etary of esignee
Print Name: Jig �..,� � � ✓cr s•n.
Title:
Date: d /6 —/6-
RECIPIENT:
BOARD OF COUNTY COMMISSIONERS
OF MONR(/E COUNTY, FLORIDA
List of attachments /exhibits included as part of this
Specify Letter/
Type Number Description (include number of pages)
Exhibit A Resolution Approving Agreement
Attachment A FCT Project Reconciliation Statement (2 pages)
Attachment B Special Audit Requirements (5 Pages)
DEP Contract No. 50897, Page 24 of 24
FCT Project No. 08- 001 -WW 1
Stan Mayfield Working Waterfront Project
I
Exhibit A
RESOLUTION NO. 2016
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA,
APPROVING THE STAN MAYFIELD WORKING
WATERFRONT GRANT CONTRACT AGREEMENT
BETWEEN THE FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION (THROUGH FLORIDA
COMMUNTIES TRUST) AND MONROE COUNTY,
FLORIDA FOR THE ACQUISTION OF THE
COMMERCIAL FISHING PROPERTY ON STOCK
ISLAND FORMERLY KNOWN AS "GULF SEAFOOD" TO
PRESERVE WORKING WATERFRONT ACCESS FOR
THE COMMERCIAL FISHING INDUSTRY.
WHEREAS, The Stan Mayfield Working Waterfront Grant is awarded by the Florida
Department of Environmental Protection (DEP) through the Florida Communities Trust (FCT)
and is aimed at preserving working waterfront specifically for commercial fishing; and
WHEREAS, commercial fishing is an economically and historically important activity in
Monroe County; and
WHEREAS, in November 2008, the Monroe County Board of County Commissioners
( "County') approved the application for a Stan Mayfield Working Waterfront grant to the of the
Florida Communities Trust (FCT) to acquire commercial fishing working waterfront, specifically
the "Gulf Seafood" property, an 8 -acre parcel located at 6021 Peninsula Avenue in Stock Island,
in order to preserve the property in perpetuity for commercial fishing; and
WHEREAS, the Grant Contract sets forth the procedures that must be followed and the
conditions that must be satisfied prior to the disbursement of funds awarded for the acquisition of
this property ( "Project Site"), as well as the restrictions that shall be imposed on the Project site
concurrent with its acquisition; and
WHEREAS, pursuant to the rules of the program, the State /FCT is the "acquiring
agency" and is responsible for all acquisition activities including negotiations; and
WHEREAS, the Grant Contract will facilitate State/FCT to begin the acquisition
process, including conducting an appraisal of the Gulf Seafood property and negotiating the
purchase; and
WHEREAS, approval of the Grant Contract confirms that 'Monroe County agrees to
State /FCT to commence property acquisition, subject to appraisal results and favorable
negotiations; and
Page 1 of 2
WHEREAS, the project site has not yet been negotiated for acquisition, some elements
of the project are not yet known such as the purchase prices, total project costs and the terms
upon which the owner will voluntarily sell the project site; and
WHEREAS, the State's grant award for the acquisition will not exceed $2,291,793 and
the County's match for the acquisition will not exceed $5,000,000; and
WHEREAS, if negotiations are favorable, the next step would be for the State and the
County to jointly execute a negotiated purchase agreement with the seller to jointly purchase the
"Gulf Seafood" property, and upon closing, the property will be deeded to Monroe County with
restrictive covenants; and
WHEREAS, the County certifies that it possesses the legal authority to enter into and
perform this Grant Contract, to receive the FCT award, and its governing body authorizes the
execution and acceptance of this Contract; and
NOW, THEREFORE, be it resolved by the Board of County Commissioners of Monroe
County Florida that:
1. The Grant Agreement between Florida Department of Environmental Protection
(through Florida Communities Trust) and Monroe County, Florida referenced above is hereby
approved.
2. Upon execution, this Resolution will be marked "Exhibit A" and made a part of the
Grant Contract.
PASSED AND ADOPTED by the Board of County Commissioners of Monroe County
Florida, at a regular meeting of said Board held on the 20 day of July, 2016.
Mayor Heather Carruthers
46-13
Mayor pro tem George Neugent
Commissioner Danny L. Kolhage
�S
Commissioner David Rice
YS
Commissioner Sylvia Murphy
YES
HEAVILIN, CLERK BOARD OF
OF MONRC
Clerk
a14(o
STAT A
COUNTY OF MONROE
This Copy is a True Cop of tht
Original on File in this Office. Witness
my hand and Of klal Seal.
This _A l dayo ,/
HEAVIL.IN ll
i t ourt
D.
By:
Page 2 of 2
COMMISSIONERS
'Y, FLORIDA
Carruthers
i
�. �;
ATTACHMENT A
FCT PROJECT RECONCILIATION STATEMENT
GRANT AWARD CALCULATION
TOTAL PROJECT COSTS
Land Purchase Price
Total Land Purchase Price
Acquisition Expenses
Survey
Title Insurance
Appraisal Review
Appraisals
Environmental Audit
Total Acquisition Expenses
(2)
COMPUTATION OF GRANT A AND LOCAL MATCH AMOUNT
FCT Award Computation
Share of Purchase Price
Share of Acquisition Expenses
Total Share of Project Costs $ -
Recipient Local Match Amount
Share of Purchase Price S -
Share of Acquisition Expenses
Total Share of Project Costs -
(3)
Total Project Costs
Total Project Costs
COMPUTATION OF PREPAIDS. REIMBURSEMENTS. AND ADDITIONAL COSTS
FLORIDA COMMUNITIES TRUST
FCT Prepaid Project Costs
Appraisal Review
Total Prepaid Costs
DEP Agreement No. S0928 Attachment A, Page 1 of 2
FCT Amount Due at Closing
Share of Total Project Costs
Less Total Prepaid Costs
Total Amount Due From FCT
Recipient Prepaid Costs
Land Purchase Price
Survey
Title Insurance
Appraisals
Environmental Audit
Total Prepaid Costs
Recipient Amount Due
Share of Total Project Costs
Less Prepaids
Total Amount Due to County
Recipient Additional Costs
Record Grant Award Agreement $ - _ (4)
Total Additional Costs -
Notes
(1) Pursuant to memorandum from to dated_, the maximum reimbursement
amount is $ . The Recipient acquired the property on at a purchase price of
$ . The FCT Reimbursement is based on the maximum reimbursement amount, which may be less
than the purchase price paid by Recipient.
(2) Amount includes costs for title insurance, title examination, title search and closing fees.
(3) Pursuant to the terms of the Conceptual Approval Agreement, the amount of the grant shall not
exceed the lesser of $ or % of the total project cost.
(4) Disbursed to Clerk of the Court, — County, at time of reimbursement from FCT.
The foregoing reconciliation of Recipients' costs is hereby approved by the undersigned.
RECIPIENT FLORIDA COMMUNITIES TRUST
STATE OF FLORIDA, DEPARTMENT OF
ENVIRONMENTAL PROTECTION
By:
Its:
Date:
By:
Its:
Date:
DEP Agreement No. 50928 Attachment A, Page 2 of 2
ATTACHMENT B
SPECIAL AUDIT REQUIREMENTS
The administration of resources awarded by the Department of Environmental Protection (which may be referred to
as the "Department ", "DEP ", "FDEP" or "Grantor ", or other name in the contract /agreement) to the recipient
(which may be referred to as the "Contractor ". Grantee" or other name in the contractfagreement) may be subject
to audits and/or monitoring by the Department of Environmental Protection, as described in this attachment.
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
Department 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
procedurestprocesses deemed appropriate by the Department of Environmental Protection. In the event the
Department of Environmental Protection determines that a limited scope audit of the recipient is appropriate, the
recipient agrees to comply with any additional instructions provided by the Department 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 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.
In the event that the recipient expends $500,000 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 I to this Attachment indicates Federal funds awarded through the Department
of Environmental Protection 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
the Department of Environmental Protection. 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 $500,000 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 $500,000 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 such an audit must be paid from recipient resources
obtained from other than Federal entities).
4. The recipient may access information regarding the Catalog of Federal Domestic Assistance (CFDA) via
the internet at httn:/ /12.46.245.173 /cfda /cfda.html.
DEP 55 -215 (06
DEP Agreement No. S0928, Attachment B, Page I of 5
PART II: STATE FUNDED
This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2)(m), Florida Statutes.
I. 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, 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 Attachment indicates state financial
assistance awarded through the Department of Environmental Protection 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 the Department of
Environmental Protection, other state agencies, and other nonstate 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 11, paragraph 1; the recipient shall ensure that
the audit complies with the requirements of Section 215.97(7), 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 less than $500,000 in state financial assistance in its fiscal year, 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 Statutes, the cost of the audit
must be paid from the non -state 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).
For information regarding the Florida Catalog of State Financial Assistance (CSFA), a recipient should
access the Florida Single Audit Act website located at h1lRgL.//aW, §.fldfs.com/fsaa for assistance. In
addition to the above websites, the following websites may be accessed for information: Legislature's
Website at h llgaiwww. leg .state.fl.us /Welcome /index.cf State of Florida's website at
htip://www.myEor Department of Financial Services' Website at http: / /www.fldfs.com/ and the
Auditor General's Website at httn: / /www.state.fl.us/audeen
PART III: OTHER AUDIT REQUIREMENTS
(NOTE: This part would be used to specify any additional audit requirements intposed by the State awarding entity
that are solely a matter of that State awarding entity's policy (i.e., the audit is not 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 ntay 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 die full cost of such additional audits,)
PART IV: REPORT SUBMISSION
Copies of reporting packages for audits conducted in accordance with OMB Circular A -133, as revised, and
required by PART I of this Attachment shall be submitted, when required by Section .320 (d), OMB
Circular A -133, as revised, by or on behalf of the recipient directl to each of the following:
DEP 55 -215 (06114)
DEP Agreement No. S0928, Attachment B, Page 2 of 5
A. The Department of Environmental Protection at one of the following addresses:
By Mail:
Audit Director
Florida Department of Environmental Protection
Office of the Inspector General, MS 40
3900 Commonwealth Boulevard
Tallahassee, Florida 32399 -3000
Electronically:
F12E PSinaleAudijL &dep.state.Il.us
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
Submissions of the Single Audit reporting package for fiscal periods ending on or after January 1,
2008, must be submitted using the Federal Clearinghouse's Internet Data Entry System which can
be found at htip: / /harvester.census.eov /f act
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
letters issued by the auditor, to the Department of Environmental Protection at one the following addresses:
By Mail:
Audit Director
Florida Department of Environmental Protection
Office of the Inspector General, MS 40
3900 Commonwealth Boulevard
Tallahassee, Florida 32399 -3000
Electronically:
FDF PSingleAuditt' ift.state.Il.us
3. Copies of financial reporting packages required by PART 11 of this Attachment shall be submitted by or on
behalf of the recipient directly to each of the following:
A. The Department of Environmental Protection at one of the following addresses:
By Mail:
Audit Director
Florida Department of Environmental Protection
Office of the Inspector General, MS 40
3900 Commonwealth Boulevard
Tallahassee, Florida 32399 -3000
Electronically:
FDEPSinele Audtd.state. fljus
DEP 55 -215 (06/14)
DEP Agreement No. 50928, Attachment B, Page 3 of 5
B. The Auditor General's Office at the following address:
State of Florida Auditor General
Room 401, Claude Pepper Building
11 I West Madison Street
Tallahassee, Florida 32399 -1450
4. Copies of reports or management letters required by PART III of this Attachment shall be submitted by or
on behalf of the recipient directly to the Department of Environmental Protection at one of the following
addresses:
By Mail:
Audit Director
Florida Department of Environmental Protection
Office of the Inspector General, MS 40
3900 Commonwealth Boulevard
Tallahassee, Florida 32399 -3000
Electronically:
1±DEPS leAudit(i
5. Any reports, management letters, or other information required to be submitted to the Department of
Environmental Protection pursuant to this Agreement shall be submitted timely in accordance with OMB
Circular A -133, Florida Statutes, or 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 the Department of Environmental Protection
for audits done in accordance with OMB Circular A -133, or Chapters 10,550 (local governmental entities)
or 10.650 (nonprofit and for - profit organizations), Rules of the Auditor General, should indicate the date
that the reporting package was delivered to the recipient in correspondence accompanying the reporting
package.
PART V: RECORD RETENTION
The recipient shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a
period of 5 years from the date the audit report is issued, and shall allow the Department of Environmental
Protection, or its designee, Chief Financial Officer, or Auditor General access to such records upon request. The
recipient shall ensure that audit working papers are made available to the Department of Environmental Protection,
or its designee, Chief Financial Officer, or Auditor General upon request for a period of 3 years from the date the
audit report is issued, unless extended in writing by the Department of Environmental Protection,
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
DEP 55 -215 (06114)
DEP Agreement No. 50928, Attachment B, Page 4 of 5
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