10/21/1998
Contract Number:
CFDA Number: ~ ~
AGREEMENT
THIS AGREEMENT is entered into by and between the State of Florida, Department of
Community Affairs, with headquarters in Tallahassee, Florida (hereinafter referred to as the
"Department"), and Monroe County, (hereinafter referred to as the "Recipient").
THIS AGREEMENT IS ENTERED INTO BASED ON THE FOLLOWING FACTS:
A. WHEREAS, the Recipient represents that it is fully qualified, possesses the requisite
skills, knowledge, qualifications and experience to provide the services identified herein, and does
offer to perf0n11 such services, and
B. WHEREAS, the Department has a need for such services and does hereby accept the
offer of the Recipient upon the terms and conditions hereinafter set forth, and
C. WHEREAS, the Department has authority pursuant to Florida law to disburse the
funds under this Agreement. 5 0 ~ ~
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In consideration of the mutual benefits to be derived herefrom, the Department and
Grantee do hereby agree as follows:
1. The Grantee shall carry out the terms and conditions set forth in this Grant
Agreement and all documents and attachments named herein which are incorporated by reference,
2. The Grantee shall complete the Final Sanitary Wastewater Master Plan in
compliance with the following:
(i). Contract for the Monroe County Sanitary Wastewater Master Plan
between Monroe County and CH2MHill, dated July 16, 1997; and
(ii). Scope of Work, Monroe County Sanitary Wastewater Master Plan (as
incorporated into the Contract for the Monroe County Sanitary Wastewater Master Plan).
(b) Scope of Services
The Grantee shall submit deliverables as follows:
I. An interim progress report (ten copies) to be received by the Department no
later than December 31, 1998, documenting the deposit of grant funds to Monroe County Finance
Department's designated account.
2. A completion report (ten copies) to be received by the Department no later
than March 31, 2000, documenting the following:
(i) The disbursements of funds equivalent in amount to the grant funds
used for the completion of work items and products identified in the Contract for the Monroe
County Sanitary Wastewater Master Plan, dated July 16, 1997, and the Scope of Work,
incorporated therein.
(ii) Description of the work items and products identified in the Contract
for the Monroe County Sanitary Wastewater Master Plan, dated July 16, 1997, and the Scope of
Work.
3. The Final Sanitary Wastewater Master Plan document to be completed no later
than March 31,2000.
(2) METHOD OF PAYMENT
(a) The Department agrees to pay the Recipient a sum not to exceed Five Hundred
Seventy Five Thousand Dollars ($575,000). Compensation shall be provided upon execution of
the contract by both parties and a request by the Recipient to release the funds. The Recipient is
entitled to submit proper invoices to the Florida Department of Community Affairs, 2555
Shumard Oak Boulevard, Room 300B, Tallahassee, Florida 32399-2100. Proper invoices will be
accepted by the Department when accompanied by the proper documentation.
(3) INCORPORATION OF LAWS. RULES. REGULATIONS AND POLICIES.
(a) The Recipient agrees to be bound by the following standard conditions:
I. The State of Florida's performance and obligation to pay under this Agreement
is contingent upon an annual appropriation by the Legislature, and subject to any modification in
accordance with Chapter 216, Fla. Stat. or the Florida Constitution.
2. If otherwise allowed under this Agreement, extension of an Agreement for
contractual services shall be in writing for a period not to exceed six (6) months and shall be
subject to the same terms and conditions set forth in the initial Agreement. There shall be only
one extension of the Agreement unless the failure to meet the criterial set forth in the Agreement
for completion of the Agreement is due to events beyond the control of the Recipient.
3. All bills for fees or other compensation for services or expenses shall be
submitted in detail sufficient for a proper preaudit and postaudit thereof.
4. If otherwise allowed under this Agreement, all bills for any travel expenses shall
be submitted in accordance with s. 112.061, Fla. Stat.
5. The Department of Community Affairs reserves the right to unilaterally cancel
this Agreement for refusal by the Recipient to allow public access to all documents, papers, letters
or other material subject to the provisions of the Chapter 119, Fla. Stat., and made or received by
the Recipient in conjunction with the Agreement.
6. If the Recipient is allowed to temporarily invest any advances of funds under
this Agreement, any interest income shall either be returned to the Department or be applied
against the Department's obligation to pay the contract amount.
7. The State of Florida will not intentionally award publicly-funded contracts to
any contractor who knowingly employs unauthorized alien workers, constituting a violation of the
employment provisions contained in 8 V.S.C. Section 1324a(e) [Section 274A(e) of the
Immigration and Nationality Act ("INA")]. The Department shall consider the employment by
any contractor of unauthorized aliens a violation of Section 274A(e) of the INA. Such violation
by the Recipeint of the employment provisions contained in Section 274A(e) ofthe INA shall be
grounds for unilateral cancellation of this Agreement by the Department.
(4) PERIOD OF AGREEMENT.
This Agreement shall begin upon execution by both parties and shall end March
31, 2000, unless terminated earlier in accordance with the provisions of paragraph (8) of this
Agreement.
(5) MODIFICATION OF CONTRACT: REPAYMENTS
Either party may request modification of the provisions of this Agreement.
Changes which are mutually agreed upon shall be valid only when reduced to writing, duly signed
by each of the parties hereto, and attached to the original of this Agreement.
All refunds or repayments to be made to the Department under this Agreement are
to be made payable to the order of "Department of Community Affairs", and mailed directly to
the Department at the following address:
Department of Community Affairs
Cashier
Finance and Accounting
2555 Shumard Oak Boulevard
Tallahassee FL 32399-2100
(6) RECORDKEEPING
(a) If applicable, Recipient's performance under this Agreement shall be subject to
the federal "Common Rule: Uniform Administrative Requirements for State and Local
Governments" (53 Federal Register 8034) or OMB Circular No. A-IIO, "Grants and Agreements
with Institutions of High Education, Hospitals, and Other Nonprofit Organizations," and either
OMB Circular No. A-87, "Cost Principles for State and Local Governments," OMB Circular No.
A-2I, "Cost Principles for Educational Institutions," or OMB Circular No. A-I22, "Cost
Principles for Nonprofit Organizations." If this Agreement is made with a commercial (for-profit)
organization on a cost-reimbursement basis, the Recipient shall be subject to Federal Acquisition
Regulations 31.2 and 931.2.
(b) All original records pertinent to this Agreement shall be retained by the
Recipient for three years following the date of termination of this Agreement or of submission of
the final close-out report, whichever is later, with the following exceptions:
1. If any litigation, claim or audit is started before the expiration of the
three year period and extends beyond the three year period, the records will be maintained until all
litigation, claims or audit findings involving the records have been resolved.
2. Records for the disposition of non-expendable personal property valued
at $5,000 or more at the time of acquisition shall be retained for three years after final disposition.
3. Records relating to real property acquisition shall be retained for three
years after closi ng of title.
( c) All records, including supporting documentation of all program costs, shall be
sufficient to determine compliance with the requirements and objectives of the Budget and Scope
of Work - Item 1 - and all other applicable laws and regulations.
(d) The Recipient, its employees or agents, including all subcontractors or
consultants to be paid from funds provided under this Agreement, shall allow access to its records
at reasonable times to the Department, its employees, and agents. "Reasonable" shall be
construed according to the circumstances but ordinarily shall mean during normal business hours
of 8:00 a.m. to 5 :00 p.m., local time, on Monday through Friday. "Agents" shall include, but not
be limited to, auditors retained by the Department.
(7) MONITORING.
The Recipient shall constantly monitor its performance under this Agreement to
ensure that time schedules are being met, the Budget and Scope of Work is being accomplished
within specified time periods, and other performance goals are being achieved. Such review shall
be made for each function or activity set forth in Item 1 of this Agreement.
(8) LIABILITY.
(a) Except as otherwise provided in subparagraph (b) below, the Recipient shall
be solely responsible to parties with whom it shall deal in carrying out the terms of this agreement,
and shall save the Department harmless against all claims of whatever nature by third parties
arising out of the performance of work under this agreement. For purposes of this agreement,
Recipient agrees that it is not an employee or agent of the Department, but is an independent
contractor.
(b) Any Recipient who is a state agency or subdivision, as defined in Section
768.28, Fla. Stat., agrees to be fully responsible for its negligent acts or omissions or tortious acts
which result in claims or suits against the Department, and agrees to be liable for any damages
proximately caused by said acts or omissions. Nothing herein is intended to serve as a waiver of
sovereign immunity by any Recipient to which sovereign immunity applies. Nothing herein shall
be construed as consent by a state agency or subdivision of the State of Florida to be sued by third
parties in any matter arising out of any contract.
(9) DEFAULT; REMEDIES; TERMINATION.
(a) If the necessary funds are not available to fund this agreement as a result of
action by the Legislature, the Office of the Comptroller or the Office of Management and
Budgeting, or if any of the following events occur ("Events of Default"), all obligations on the
part of the Department to make any further payment of funds hereunder shall, if the Department
so elects, terminate and the Department may, at its option, exercise any of its remedies set forth
herein, but the Department may make any payments or parts of payments after the happening of
any Events of Default without thereby waiving the right to exercise such remedies, and without
becoming liable to make any further payment:
1. If any warranty or representation made by the Recipient in this
Agreement or any previous Agreement with the Department 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 Agreement or any previous agreement with the Department
and has not cured such in timely fashion, or is unable or unwilling to meet its obligations
thereunder;
2. If any material adverse change shall occur in the financial condition of
the Recipient at any time during the term of this Agreement from the financial condition revealed
in any reports filed or to be filed with the Department, and the Recipient fails to cure said material
adverse change within thirty (30) days from the time the date written notice is sent by the
Department.
3. If any reports required by this Agreement have not been submitted to
the Department or have been submitted with incorrect, incomplete or insufficient information;
4. If the Recipient has failed to perform and complete in timely fashion any
of the services required under the Budget and Scope of Work attached hereto as Item (1).
(b) Upon the happening of an Event of Default, then the
Department may, at its option, upon written notice to the Recipient and upon the Recipient's
failure to timely cure, exercise anyone or more of the following remedies, either concurrently or
consecutively, and the pursuit of anyone of the following remedies shall not preclude the
Department from pursuing any other remedies contained herein or otherwise provided at law or in
equity:
1. Terminate this Agreement, provided that the Recipient is given at least
thirty (30) days prior written notice of such termination. The notice shall be effective when
placed in the United States mail, first class mail, postage prepaid, by registered or certified
mail-return receipt requested, to the address set forth in paragraph (9) herein;
2. Commence an appropriate legal or equitable action to enforce
performance of this Agreement;
3. Withhold or suspend payment of all or any part of a request for
payment;
4. Exercise any corrective or remedial actions, to include but not be
limited to, requesting additional information from the Recipient to determine the reasons for or
the extent of non-compliance or lack of performance, issuing a written warning to advise that
more serious measures may be taken if the situation is not corrected, advising the Recipient to
suspend, discontinue or refrain from incurring costs for any activities in question or requiring the
Recipient to reimburse the Department for the amount of costs incurred for any items determined
to be ineligible;
5. Exercise any other rights or remedies which may be otherwise available
under law;
( c) The Department may terminate this Agreement for cause upon such written
notice as is reasonable under the circumstances. Cause shall include, but not be limited to, misuse
of funds; fraud; lack of compliance with applicable rules, laws and regulations; failure to perform
in a timely manner; and refusal by the Recipient to permit public access to any document, paper,
letter, or other material subject to disclosure under Chapter 119, Fla. Stat., as amended.
(d) Suspension or termination constitutes final agency action under Chapter 120,
Fla. Stat., as amended. Notification of suspension or termination shall include notice of
administrative hearing rights and time frames.
(e) The Recipient shall return funds to the Department if found in non-compliance
with laws, rules, regulations governing the use of the funds or this Agreement.
(f) This Agreement may be terminated by the written mutual consent of the
parties.
(g) Notwithstanding the above, the Recipient shall not be relieved of liability to
the Department by virtue of any breach of Agreement by the Recipient. The Department may, to
the extent authorized by law, withhold any payments to the Recipient for purpose of set-off until
such time as the exact amount of damages due the Department from the Recipient is determined.
(10) NOTICE AND CONTACT.
(a) All notices provided under or pursuant to this Agreement shall be in writing,
either by hand delivery, or first class, certified mail, return receipt requested, to the representative
identified below at the address set forth below and said notification attached to the original of this
Agreement.
(b) The name and address of the Department contract manager for this Agreement
IS:
Mr. Mike McDaniel
Growth Management Administrator
Room 300D
2555 Shumard Oak Boulevard
Tallahassee, Florida 32399
(c) The name and address of the Representative of the Recipient responsible for
the administration of this Agreement is:
Mr. George Garrett, Director
Division of Marine Resources
Monroe County
2798 Overseas Highway
Suite 420
Marathon, Florida 33050
(d) In the event that different representatives or addresses are designated by either
party after execution of this Agreement, notice of the name, title and address of the new
representative will be rendered as provided in (9)(a) above.
(11) OTHER PROVISIONS.
(a) The validity of this Agreement is subject to the truth and accuracy of all the
information, representations, and materials submitted or provided by the Recipient in this
Agreement, in any subsequent submission or response to Department request, or in any
submission or response to fulfill the requirements of this Agreement, and such information,
representations, and materials are incorporated by reference. The lack of accuracy thereof or any
material changes shall, at the option of the Department and with thirty (30) days written notice to
the Recipient, cause the termination of this Agreement and the release of the Department from all
its obligations to the Recipient.
(b) This Agreement shall be construed under the laws of the State of Florida, and
venue for any actions arising out of this Agreement shall lie in Leon County. If any provision
hereof is in conflict with any applicable statute or rule, or is otherwise unenforceable, then such
provision shall be deemed null and void to the extent of such conflict, and shall be deemed
severable, but shall not invalidate any other provision of this Agreement.
(c) No waiver by the Department of any right or remedy granted hereunder or
failure to insist on strict performance by the Recipient shall affect or extend or act as a waiver of
any other right or remedy of the Department hereunder, or affect the subsequent exercise of the
same right or remedy by the Department for any further or subsequent default by the Recipient.
Any power of approval or disapproval granted to the Department under the terms of this
Agreement shall survive the terms and life of this Agreement as a whole.
(d) The Agreement may be executed in any number of counterparts, anyone of
which may be taken as an original.
(e) The Recipient agrees to comply with the Americans With Disabilities Act
(Public Law 101-336,42 V.S.C. Section 12101 et seq.), if 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.
(f) 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 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 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 of36 months from the date of being
placed on the convicted vendor list.
(12) AUDIT REQUIREMENTS.
(a) The Recipient agrees to maintain financial procedures and support documents,
in accordance wi th generally accepted accounting principles, to account for the receipt and
expenditure of funds under this Agreement.
(b) These records shall be available at all reasonable times for inspection, review,
or audit by state personnel and other personnel duly authorized by the Department. "Reasonable"
shall be constmed according to circumstances, but ordinarily shall mean normal business hours of
8:00 a.m. to 5:00 p.m., local time, Monday through Friday.
(c) The Recipient shall also provide the Department with the records, reports or
financial statements upon request for the purposes of auditing and monitoring the funds awarded
under this Agreement.
(d) The Recipient shall provide the Department with an annual financial audit
report which meets the requirements of Sections 11.45 and 216.349, Fla. Stat., and Chapter
10.550 and 10.600, Rules of the Auditor General. Ifthe contract amount is $300,000 or more,
then the Recipient shall also provide the Department with an annual financial audit report which
meets the requirements of the Single Audit Act of 1984,31 U.S.C. ss. 7501-7507, OMB Circular
A-133 for the purposes of auditing and monitoring the funds awarded under this Agreement.
1. The annual financial audit report shall include all management letters
and the Recipient's response to all findings, including corrective actions to be taken.
2. The annual financial audit report shall include a schedule of financial
assistance specifically identifying all Agreement and other revenue by sponsoring agency and
Agreement number.
3. The complete financial audit report, including all items specified in
(11)(d) 1 and 2 above, shall be sent directly to:
Department of Community Affairs
Office of Audit Services
2555 Shumard Oak Boulevard
Tallahassee, Florida 32399-2100
(c) In the event the audit shows that the entire funds disbursed hereunder, or any
portion thereof, were not spent in accordance with the conditions of this Agreement, the
Recipient shall be held liable for reimbursement to the Department of all funds not spent in
accordance with these applicable regulations and Agreement provisions within thirty (30) days
after the Department has notified the Recipient of such non-compliance.
(1) The Recipient shall retain all financial records, supporting documents,
statistical records, and any other documents pertinent to this contract for a period of three years
after the date of submission of the final expenditures report. However, if litigation or an audit has
been initiated prior to the expiration of the three-year period, the records shall be retained until
the litigation or audit findings have been resolved.
(g) The Recipient shall have all audits completed by an independent certified
public accountant (IP A) who shall either be a certified public accountant or a public accountant
licensed under Chapter 473, Fla. Stat. The IPA shall state that the audit complied with the
applicable provisions noted above.
(h) The audit is due seven (7) months after the end of the fiscal year of Recipient
or by the date the audit report is issued by the state Auditor General, whichever is later.
(i) An audit performed by the State Auditor General shall be deemed to satisfy
the above audit requirements.
(13) SUBCONTRACTS.
(a) If the Recipient subcontracts any or all of the work required under this
Agreement, a copy of the executed subcontract must be forwarded to the Department within
thirty (30) days after execution of the subcontract. The Recipient agrees to include in the
subcontract that (i) the subcontractor is bound by all applicable state and federal laws and
regulations, and (ii) the subcontractor shall hold the Department and Recipient harmless against
all claims of whatever nature arising out of the subcontractor's performance of work under this
Agreement, to the extent allowed and required by law.
(14) TERMS AND CONDITIONS.
The Agreement contains all the terms and conditions agreed upon by the parties.
(15) STANDARD CONDITIONS.
The Recipient agrees to be bound by the following standard conditions:
(a) The State of Florida's performance and obligation to pay under this Agreement
is contingent upon an annual appropriation by the Legislature, and subject to any modification in
accordance with Chapter 216, Fla. Stat. or the Florida Constitution.
(b) If otherwise allowed under this Agreement, the Agreement may be renewed on
a yearly basis for a period of up to two (2) years after the initial agreement or for a period no
longer than the term of the original agreement, whichever period is longer, specifying the terms
under which the cost may change as determined in the invitation to bid, request for proposals, or
pertinent statutes or regulations.
( c) All bills for fees or other compensation for services or expenses shall be
submitted in detail sufficient for a proper preaudit and postaudit thereof.
(d) If otherwise allowed under this Agreement, all bills for any travel expenses
shall be submitted in accordance with s. 112.061, Fla. Stat.
( e) The Department of Community Affairs reserves the right to unilaterally cancel
this Agreement for refusal by the Recipient to allow public access to all documents, papers, letters
or other material subject to the provisions of Chapter 119, Fla. Stat., and made or received by the
Recipient in conjunction with this Agreement.
(n If the Recipient is allowed to temporarily invest any advances of funds under
this Agreement, any interest income shall either be returned to the Department or be applied
against the Department's obligation to pay the contract amount.
(g) The State of Florida will not intentionally award publicly-funded contracts to
any contractor who knowingly employs unauthorized alien workers, constituting a violation ofthe
employment provisions contained in 8 U.S.C. Section 1324a(e) [Section 274A(e) of the
Immigration and Nationality Act (AINA)]. The Department shall consider the employment by any
contractor of unauthorized aliens a violation of Section 274A(e) of the INA. Such violation by
the Recipient of the employment provisions contained in Section 274A(e) of the INA shall be
grounds for unilateral cancellation of this Agreement by the Department.
(16) STATE LOBBYING PROHIBITION. No funds or other resources received from
the Department in connection with this Agreement may be used directly or indirectly to influence
legislation or any other official action by the Florida Legislature or any state agency.
(17) LEGAL AUTHORIZATION.
The Recipient certifies with respect to this Agreement that it possesses the legal
authority to receive the funds to be provided under this Agreement and that, if applicable, its
governing body has authorized, by resolution or otherwise, the execution and acceptance of this
Agreement with all covenants and assurances contained herein. The Recipient also certifies that
the undersigned possesses the authority to legally execute and bind Recipient to the terms of this
Agreement.
(18) VENDOR PAYMENTS.
Pursuant to Section 215.422, Fla. Stat., the Department shall issue payments to
vendors within 40 days after receipt of an acceptable invoice and receipt, inspection, and
acceptance of goods and/or services provided in accordance with the terms and conditions of the
Agreement. Failure to issue the warrant within 40 days shall result in the Department paying
interest at a rate as established pursuant to Section 55.03(1) Fla. Stat. The interest penalty shall
be paid within 15 days after issuing the warrant.
Vendors experiencing problems obtaining timely payment(s) from a state agency
may receive assistance by contacting the Vendor Ombudsman at (850) 488-2924 or by calling the
State Comptroller's Hotline at 1-800-848-3792.
BY:
Date:
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STATE OF FLORIDA
DEPART~NT OF COMMUNITY AFFAIRS
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BY
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
BY