HomeMy WebLinkAboutExhibit 12007-2010 STATE HOMELAND SECURITY GRANT PROGRAM
SUBRECIPIENT AGREEMENT FOR EXPENDITURE OF LOCAL
GOVERNMENT UNIT FUNDING FOR FLORIDA
THIS AGREEMENT ("Agreement") is entered into by and between the State of Florida,
Department of Financial Services, 200 East Gaines Street, Tallahassee, Florida 32399-0300
(hereinafter referred to as "Department"), and City of Miami (hereinafter referred to as
"Subrecipient"), effective as of the date last signed below.
WITNESSETH THAT:
WHEREAS, Department is a subgrantee of the 2007-2010 Homeland Security Grant
through the Division of Emergency Management (hereinafter "State Administrative Agency" or
"SAA");
WHEREAS, Department has determined that it is in need of certain goods and services as
described herein;
WHEREAS, Department has the authority to further subaward these funds to Subrecipient;
WHEREAS, Subrecipient, a governmental agency, represents that it has the expertise and
ability to faithfully perform such services, and
WHEREAS, Department has authority pursuant to Florida law to disburse the funds under
this Agreement,
NOW THEREFORE, in consideration of the services to be performed and payments to be
made, together with the mutual covenants and conditions hereinafter set forth, the parties agree as
follows:
(1) Federally -Funded Subgrant Agreement. The funds for this Agreement are provided
through a Subgrant Agreement between Department and SAA; Contract Number: 08DS-60-13-00-
16- 373. The Subgrant Agreement and all referenced documents and forms can be accessed
through Department's website at http://ww.fldfs.com!sfuisfm_domestic_securitv.htm
(hereinafter referred to as the "SFM website"). Subrecipient agrees to be bound by all of the
provisions of the Subgrant Agreement referenced in this paragraph. Attachment A, including all of
its subparts, is attached hereto and incorporated herein by reference.
(2) Services and Deliverables. Subrecipient agrees to render the following services or
other units of deliverables as directed by Department:
(a) Performance in accordance with "Scope of Work" found at the SFM website and
Attachment Al;
(b) Readiness and response to activation orders for deployment by the State Emergency
Operations Center, State Fire Marshal or Regional Domestic Security Task Force;
(c) Purchase equipment specifically identified and approved by the Florida Domestic
Security Equipment Committee and identified in projects listed in Attachment Al. Exceptions to
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the approved equipment list must be approved in writing by the Equipment Committee prior to
purchase. Requests for exceptions should be sent to Department's contract manager listed below.
Equipment having a value of $1,000 or more must have an asset identification number provided by
Subrecipient indicating the equipment was purchased with State Homeland Security Grant Program
(SHSGP) funds.
(d) In the event the local subrecipient requests the Department to make a purchase(s)
related to this contract on their behalf, a request in writing on local entity letterhead shall be
submitted to the Department. If approved, the Department will make the purchase and submit the
the requisite documentation for reimbursement from the Subrecipient' allocated funds. Nothing
herein shall require the Department to make the purchase on behalf of the local subrecipient.
(3) Delivery Schedule. The services or other units of deliverables specified in paragraph
(2) above shall be delivered or otherwise rendered on behalf of Department in accordance with the
following schedule:
(a) Readiness shall be on a continuous basis; and
(b) Upon notification by the State Emergency Operations Center, State Fire Marshal, or
Regional Domestic Security Task Force, Subrecipient shall respond to any and all incidents either
within its regional response area, or as designated within the State Emergency Response Plan, with
all eligible equipment, and any and all other resources which it possesses, for so long as this
Agreement remains in effect, or as may be agreed upon under the Florida Domestic Security
Strategy Plan. It is understood by both parties that local emergencies and equipment operability will
dictate the availability of Subrecipient to respond.
(c) For Type II/WMD Hazardous Materials Teams, compliance with requirements of a
Type II/Weapons of Mass Destruction Capable Hazardous Materials Resource, as defined by the
Florida Domestic Security Strategy Plan and the Florida Association of Hazardous Materials
Responders (FLAHR) typing document, shall be on a continuous basis.
(d) For USAR Task Forces and Type II Technical Rescue Teams, compliance with
requirements of a Type I, II or III USAR Task Force or Type II Technical Rescue Team (as
applicable), as defined by the Florida Domestic Security Strategy Plan and the Florida Association
of Search and Rescue (FASAR) typing document, shall be on a continuous basis.
(e) For MARC Units, compliance with requirements for deployment shall be according
to the State Emergency Response Plan. MARC unit, Subrecipient must complete an annual
inventory on the appropriate forms as part of this contract.
(f) Subrecipient shall comply with the Florida Fire Chiefs Association Code of Ethics at
all times.
(g)
All documents referenced above can be found on the SFM website.
(4) Payment.
(a) This is a cost -reimbursement Agreement. Subrecipient shall be reimbursed for
costs incurred in the satisfactory performance of work hereunder in an amount not to exceed the
amount set forth in subparagraph (b) of this paragraph, subject to the availability of funds. If the
necessary funds are not available to fund this Agreement as a result of action by Congress, the
State Legislature, the Office of the Chief Financial Officer, the State Office of Planning and
Budgeting, or the Federal Office of Management and Budgeting, all obligations on the part of
Department to make any further payment of funds hereunder shall terminate, and Subrecipient
shall submit its closeout report within thirty (30) days of receipt of notice from Department.
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(b) Subject to the terms and conditions established by this Agreement and the billing
procedures established by Department, the Department agrees to reimburse Subrecipient for
services rendered and items purchased in accordance with Attachment A. If additional money
becomes available through the grant process, this amount may be increased or decreased, by
modification as set forth in paragraph (6) below.
(c) Every request for reimbursement shall be submitted on a Reimbursement Request
Form and a Detail of Claims Form available on the SFM website. The forms must be accompanied
by the documentation referenced in Attachment A2. The forms and the accompanying
documentation shall be submitted within thirty (30) days following Subrecipient's expenditure of
funds. In no event shall the forms and accompanying documentation be received by Department
later than May 30, 2010.
(d) All equipment purchases must be in accordance with the equipment list stipulated by
the Florida Domestic Security Equipment Committee, unless specifically approved in writing by the
Domestic Security Equipment Committee prior to purchase. Documentation of the approval must
be submitted along with the request for reimbursement.
(e) If no request for reimbursement is submitted for two consecutive quarters after
execution of this Agreement, Department reserves the right to reallocate the balance of unexpended
funds to another local or state entity by modification of this Agreement in accordance with
paragraph (6) below, and in accordance with grant rules.
(f) Vendor Rights. Vendors providing goods and services to an agency should be aware
of the following time -frames. Upon receipt, an agency has five (5) working days to inspect and
approve the goods and services, unless the bid specifications, purchase orders or agreement
specifies otherwise. An agency has 20 days to deliver a request for payment (voucher) to
Department of Financial Services. The 20 days are measured from the latter of the date the invoice
is received or the goods or services are received, inspected and approved. Department is to approve
the invoice in the state financial system within 20 days.
If a payment is not available within 40 days, a separate interest penalty, computed at the rate
determined by the State of Florida Chief Financial Officer pursuant to Section 215.422, Florida
Statutes, will be due and payable, in addition to the invoice amount, to the vendor. To obtain the
applicable interest rate, please refer to http:/./www.dbf.state.fl.us/interest.html. Interest penalties
of less than one dollar will not be enforced unless the vendor requests payment. Invoices which
have to be returned to a vendor because of vendor preparation errors will result in a delay in the
payment. The invoice payment requirements do not start until a properly completed invoice is
provided to the agency with the proper tax payer identification information documentation to be
submitted before the prompt payment standards are to be applied.
A Vendor Ombudsman has been established with Department. The duties of this individual
include acting as an advocate for vendors who may be experiencing problems in obtaining timely
payment. The Vendor Ombudsman may be reached at (850) 413-5516.
(g) Taxes. Department is exempted from payment of Florida state sales and use taxes
and Federal Excise Tax. Unless personally or corporately exempt by law, Subrecipient shall not be
exempted from paying Florida state sales and use taxes to the appropriate governmental agencies or
for payment by Subrecipient to suppliers for taxes on materials used to fulfill its obligations with
Department. Subrecipient shall not use Department's exemption number in securing such materials.
Subrecipient shall be responsible and liable for the payment of all its FICA/Social Security and
other taxes resulting from this Agreement.
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(h) Travel. Any expense incurred by Subrecipient for travel must be authorized by
Department in advance. Travel expenses will be reimbursed to Subrecipient at a rate not to exceed
that which is payable to state employees for travel and per diem as prescribed by Section 112.061,
Florida Statutes, and shall be submitted in accordance with said section. All other expenses,
including expenses for the gathering and presentation of exhibits, must be authorized by Department
in advance.
(i) Payment Processing. All charges for services rendered or for reimbursement of
expenses authorized by Department in accordance with this Agreement shall be submitted to
Department in sufficient detail for a proper pre -audit and post -audit to be performed. All payments
for professional services and authorized expenses, including travel expenses, will be paid to the
Subrecipient only upon the timely and satisfactory completion of all services and other units of
deliverable such as reports, findings and drafts, which are required by this Agreement and upon the
written acceptance of said services and units of deliverables such as reports, findings and drafts by
Department's designated contract manager. Interim payments may be made by Department at its
discretion under extenuating circumstances if the completion of services and other units of
deliverables to date has first been accepted in writing by Department's contract manager.
(5) Term and Renewal. This Agreement shall begin upon the date last signed below,
and end on April 30, 2010, or a latter date extended by the SAA, notice of which is provided to
Subrecipient by Depai tuuent in writing.
(6) Agreement Modification. Either party may request modification of the provisions of
this Agreement. Except as provided in paragraph (5) above, 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.
(7) Subagreements. If Subrecipient subcontracts any or all of the work required under
this Agreement, a copy of the unsigned subcontract must be forwarded to Department for review
and approval prior to execution of the subcontract by Subrecipient. Subrecipient agrees to
include in the subcontract that (i) the subcontractor is bound by the terms of this Agreement, (ii)
the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the
subcontractor shall hold Subrecipient, Department, and SAA 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. Each subcontractor's progress in performing its work
under this Agreement shall be documented in a quarterly report submitted by Subrecipient.
For each subcontract, Subrecipient shall provide a written statement to Department as to
whether that subcontractor is a minority vendor, as defined in Section 288.703, Florida Statutes.
(8) Recordkeeping
(a) As applicable, Subrecipient'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-110, "Grants and Agreements
with Institutions of Higher Education, Hospitals, and Other Nonprofit Organizations," and either
OMB Circular No. A-87, "Cost Principles for State and Local Governments," OMB Circular No.
A-21, "Cost Principles for Educational Institutions," or OMB Circular No. A-122, "Cost
Principles for Nonprofit Organizations." If this Agreement is made with a commercial (for-
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profit) organization on a cost -reimbursement basis, Subrecipient shall be subject to Federal
Acquisition Regulations 31.2 and 931.2.
(b) Subrecipient shall retain sufficient records demonstrating its compliance with the
terms of this Agreement, and the compliance of all subcontractors or consultants to be paid from
funds provided under this Agreement, for a period of five years from the date the audit report is
issued, and shall allow Department or its designee, Chief Financial Officer, and Auditor General
access to such records upon request. The Subrecipient shall ensure that audit working papers are
made available to Department's designee, Chief Financial Officer, and Auditor General upon
request for a period of five years from the date the audit report is issued, unless extended in
writing by Depaituient with the following exceptions:
1. If any litigation, claim or audit is started before the expiration of the five year period
and extends beyond the five 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 $1,000 or
more at the time of acquisition shall be retained for five years after final disposition.
3. Records relating to real property acquisition shall be retained for five years after the
closing on the transfer of title.
(c) Subrecipient shall maintain all records for Subrecipient and for all subcontractors or
consultants to be paid from funds provided under this Agreement, including supporting
documentation of all program costs, in a form sufficient to determine compliance with the
requirements and objectives of the Budget and Scope of Work - Attachments Al and A2 - and all
other applicable laws and regulations.
(d) Subrecipient, 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 Department, its employees, and agents. The term "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. The term "agents" shall include, but
not be limited to, auditors retained by Department.
(9) Audit Requirements.
(a) Subrecipient agrees to maintain financial procedures and support documents, in
accordance with 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 Department. The term
"reasonable" shall be construed 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) Subrecipient shall also provide Department with the records, reports or financial
statements upon request for the purposes of auditing and monitoring the funds awarded under
this Agreement.
(d) If Subrecipient is a State or local government or a non-profit organization as defined
in OMB Circular A-133, as revised, and in the event that Subrecipient expends $500,000 or more
in Federal awards in its fiscal year, Subrecipient must have a single or program -specific audit
conducted in accordance with the provisions of OMB Circular A-133, as revised. Attachment A
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to this Agreement indicates federal resources awarded through Department by this
Agreement. In determining the federal awards expended in its fiscal year, Subrecipient shall
consider all sources of federal awards. 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 Subrecipient conducted by the Auditor General in accordance with the provisions of
OMB Circular A-133, as revised, will meet the requirements of this paragraph.
In connection with the audit requirements addressed in subparagraph (d) above,
Subrecipient shall fulfill the requirements relative to auditee responsibilities as provided in
Subpart C of OMB Circular A-133, as revised.
If Subrecipient 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 Subrecipient 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 audit
must be paid from Subrecipient resources obtained from other than federal entities).
(e) Copies of reporting packages for audits conducted in accordance with OMB Circular
A-133, as revised, and required by subparagraph (d) above shall be submitted, when required by
Section .320 (d), OMB Circular A-133, as revised, by or on behalf of the Subrecipient directly to
Department's contract manager listed below, and each of the following:
The Federal Audit Clearinghouse designated in OMB Circular A-133, as revised (the number of
copies required by Sections .320(d)(l) 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
and other federal agencies and pass -through entities in accordance with Sections .320 (e) and (f),
OMB Circular A-133, as revised.
(f) Pursuant to Section .320 (f), OMB Circular A-133, as revised, Subrecipient shall submit
a copy of the reporting package described in Section .320 (c), OMB Circular A-133, as revised, and
any management letter issued by the auditor, to Department's contract manager listed below.
(g) Any reports, management letter, or other information required to be submitted to
Department pursuant to this Agreement shall be submitted timely in accordance with OMB
Circular A-133, Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650
(nonprofit and for -profit organizations), Rules of the Auditor General, as applicable.
(h) Subrecipient, when submitting financial reporting packages to Department 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 Subrecipient in correspondence
accompanying the reporting package.
(i) 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, Subrecipient shall
be held liable for reimbursement to Department of all funds not spent in accordance with these
applicable regulations and Agreement provisions within thirty (30) days after Department or the
SAA has notified Subrecipient of such non-compliance.
(j) Subrecipient shall have all audits completed by an independent certified public
accountant (IPA) who shall either be a certified public accountant or a public accountant licensed
under Chapter 473, Florida Statutes. The IPA shall state that the audit complied with the
applicable provisions noted above. The audit must be submitted to Depai talent no later than nine
(9) months from the end of Subrecipient's fiscal year.
(10) Reports.
(a) Reports shall be in accordance with Attachments Al part II.
(b) If additional reporting is required, Department will notify Subrecipient electronically
at least thirty (30) days prior to the time the reporting is required.
(c) Reports and documentation related to all exercises and evaluations, (if an allowable
expense) including any USAR MOBEX drills, must be provided to Department within thirty (30)
days of completion of the exercise.
(d) If all required reports and copies, prescribed above, are not sent to Department or are
not completed in a manner acceptable to Department, Department may withhold further
payments until they are completed or may take such other action as set forth in paragraph (14 ),
"Remedies." The phrase, "acceptable to Department" means that the work product was
completed in accordance with Attachment A.
(e) Subrecipient shall provide such additional program updates, reports and information
as may be required by Department.
(11) Monitoring. Monitoring shall be in accordance with Attachment Al, subpart II.D.,
and in addition, Subrecipient shall monitor its performance under this Agreement, as well as that
of its subcontractors, subrecipients and consultants who are paid from funds provided under this
Agreement, to ensure that time schedules are met, Attachment Al is complied with, and other
performance goals stated in this Agreement are achieved. Such review shall be made for each
function or activity set forth in Attachment Al, and reported in the quarterly report.
In addition to reviews of audits conducted in accordance with OMB Circular A-133, as
revised, and Section 215.97, Florida Statutes, (see paragraph (9) Audit Requirements, above ),
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, Subrecipient agrees to comply and cooperate with all monitoring
procedures/processes deemed appropriate by Department. In the event that Department
determines that a limited scope audit of Subrecipient is appropriate, Subrecipient agrees to
comply with any additional instructions provided by Department to Subrecipient regarding such
audit. Subrecipient further agrees to comply and cooperate with any inspections, reviews,
investigations or audits deemed necessary by the Chief Financial Officer or Auditor General.
In addition, Department will monitor the performance of, and financial management by,
Subrecipient throughout the contract term to ensure timely completion of all tasks.
(12) Liability.
(a) Unless Subrecipient is a State agency or subdivision, as defined in Section 768.28,
Florida Statutes, Subrecipient shall be solely responsible to parties with whom it shall deal in
carrying out the terms of this Agreement, and shall hold 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, Subrecipient agrees that it is not an employee or agent of Department
or the SAA, but is an independent contractor.
(b) If Subrecipient is a state 'agency or subdivision, as defined in Section 768.28, Florida
Statutes, Subrecipient agrees to be fully responsible to the extent provided by Section 768.28,
Florida Statutes, for its negligent acts or omissions or tortuous acts which result in claims or suits
against Department or SAA, 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
Department or any Subrecipient 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.
(13) Default. If any of the following events occur ("Events of Default"), all
obligations on the part of Department to make any further payment of funds hereunder shall, if
Department so elects, terminate and Department may, at its option, exercise any of its remedies
set forth in paragraph fourteen (14), but 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:
(a) If any warranty or representation made by Subrecipient in this Agreement or any
previous Agreement with Department shall at any time be false or misleading in any respect, or
if Subrecipient shall fail to keep, observe or perform any of the obligations, terms or covenants
contained in this Agreement or any previous agreement with Department 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
Subrecipient at any time during the term of this Agreement, and Subrecipient fails to cure said
material adverse change within 30 days from the time the date written notice is sent by
Department;
(c) If any reports required by this Agreement have not been submitted to Department
or have been submitted with incorrect, incomplete or insufficient information, or
(d) If Subrecipient has failed to perform and complete in timely fashion any of its
obligations under this Agreement.
(14) Remedies. Upon the happening of an Event of Default, then Department may, at
its option, upon thirty (30) calendar days prior written notice to Subrecipient and upon the
Subrecipient's failure to cure within said thirty (30) day period, exercise any one or more of the
following remedies, either concurrently or consecutively:
(a) Terminate this Agreement, provided that Subrecipient 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 (16) herein;
(b) Commence an appropriate legal or equitable action to enforce performance of this
Agreement;
(c) Withhold or suspend payment of all or any part of a request for payment;
(d) Exercise any corrective or remedial actions, to include but not be limited to:
1. Requesting additional information from Subrecipient to determine the reasons for
or the extent of non-compliance or lack of performance,
2. Issuing a written warning to advise that more serious measures may be taken if
the situation is not corrected,
3. Advising Subrecipient to suspend, discontinue or refrain from incurring costs for
any activities in question, or
4. Requiring Subrecipient to reimburse Department for the amount of costs incurred
for any items determined to be ineligible;
(e) Require that Subrecipient return to Department any funds which were used for
ineligible purposes under the program laws, rules and regulations governing the use of funds
under this program;
(f) Require that Subrecipient return to Department any property or equipment
purchased with grant funds, or received after having been purchased with grants funds, that has
not been properly disposed of in accordance with Subrecipient's property disposal policy, and
(g) Exercise any other rights or remedies which may be otherwise available under
law.
(h) The pursuit of any one of the above remedies shall not preclude Department from
pursuing any other remedies contained herein or otherwise provided at law or in equity. No
waiver by Department of any right or remedy granted hereunder or failure to insist on strict
performance by Subrecipient shall affect or extend or act as a waiver of any other right or
remedy of Department hereunder, or affect the subsequent exercise of the same right or remedy
by Department for any further or subsequent default by Subrecipient.
(15) Termination.
(a) Department may terminate this Agreement for cause upon thirty (30) days written
notice. 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
Subrecipient to permit public access to any document, paper, letter, or other material subject to
disclosure under Chapter 119, Florida Statutes, as amended.
(b) Department may terminate this Agreement for convenience or when it determines,
in its sole discretion, that the continuation of the Agreement would not produce beneficial results
commensurate with the further expenditure of funds, by providing Subrecipient with thirty (30)
calendar days prior written notice.
(c) The parties may agree to terminate this Agreement for their mutual convenience
as evidenced by written amendment of this Agreement. The amendment shall establish the
effective date of the termination and the procedures for proper closeout of the Agreement.
(d) In the event that this Agreement is terminated, Subrecipient will not incur new
obligations for the terminated portion of the Agreement after Subrecipient has received the
notification of termination. Subrecipient will cancel as many outstanding obligations as possible.
Costs incurred after the date of receipt of notice of the termination will be disallowed.
Notwithstanding the above, Subrecipient shall not be relieved of liability to Department by virtue
of any breach of Agreement by Subrecipient. Department may, to the extent authorized by law,
withhold any payments to Subrecipient for purpose of set-off until such time as the exact amount
of damages due Department from Subrecipient is determined.
(16) Notice and Contract Administration.
(a) Department's contract manager is John Deiorio, II, located at 11655 Northwest
Gainesville Road, Ocala, Florida 34482-1486. `.
(b) Subrecipient's contract manager is 5 OS 6? Z-I .121- h TailLBAi.1
located at
l\so SuJ ki Mc C, 33-I f
(c) All written and verbal approvals referenced in this Agreement must be obtained
from the parties' contract managers or designees. Notices required to be in writing must be
delivered or sent to the intended recipient by hand delivery, certified mail or receipted courier,
electronic or facsimile transmission, and shall be deemed received on the date received or the date
of the certification of receipt.
(d) In the event that different contract managers are designated by either party after
execution of this Agreement, notice of the name, title and address of the new representative will be
tendered as provided in subparagraph (c) above.
(17) Complete Agreement. This Agreement and its Attachments incorporated herein
by reference, contain all the terms and conditions agreed upon by the parties.
(18) Attachments are as follows:
(a) Attachment A Proposed Program Budget, and its subparts, consisting of:
Al — Scope of Work;
A2 — Budget Detail Worksheet;
A3 — Program Statutes and Regulations;
A4 — Warranties and Representations;
A5 — Certification Regarding Debarment, suspension, Ineligibility;
A6 — Statement of Assurances, and
(b) In the event of any inconsistencies or conflict between the
language of this Agreement and the attachments hereto, the language of such attachments shall
be controlling, but only to the extent of such conflict or inconsistency.
(19) Repayments. All refunds or repayments to be made to Department under this
Agreement are to be made payable to the order of "Department of Financial Services," and
mailed directly to Department at the following address:
Department of Financial Services
Accounts Receivable
200 Gaines Street
Tallahassee, Florida 32399-0333
In accordance with Section 215.34(2), Florida Statutes, if a check or other draft is returned to
Department for collection, Subrecipient shall pay to Department an additional service fee of
Fifteen Dollars ($15.00) or Five Percent (5%) of the face amount of the returned check or draft,
whichever is greater.
(20) Property and Equipment Purchased with Grant Funds. Property and equipment
purchased with grant funds, or received after being purchased with grant funds, must be
identified as such on the property and equipment so that such property and equipment can be
identified for monitoring and site visit purposes. When the property and equipment no longer
has a useful life, it shall be disposed of through Subrecipient's property disposal policy, and
documentation provided to the Department. If for any reason, including dissolution,
Subrecipient elects to discontinue its participation in this Agreement, all property and equipment
purchased with grant funds, or received after being purchased with grant funds, not previously
disposed of in accordance with Subrecipient's property disposal policy, must be returned to
Department.
(21) Standard Conditions.
(a) The validity of this Agreement is subject to the truth and accuracy of all the
information, representations, and materials submitted or provided by Subrecipient 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 Department and with thirty (30) days written notice to
Subrecipient, cause the termination of this Agreement and the release of Depaituient from all its
obligations to Subrecipient.
(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 the Circuit Court of 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) Any power of approval or disapproval granted to 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, any one of which
may be taken as an original. Facsimile and electronic signatures may be taken as originals.
(e) Subrecipient agrees to comply with the Americans With Disabilities Act (Public
Law 101-336, 42 U.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 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 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 36 months
from the date of being placed on the convicted vendor list or on the discriminatory vendor list.
(g) With respect to any Subrecipient which is not a local government or state agency,
and which receives funds under this Agreement from the federal government, by signing this
Agreement, Subrecipient certifies, to the best of its knowledge and belief, that it and its
principals:
1. Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by a federal department or agency;
2. Have not, within a five-year period preceding this proposal, been convicted of or
had a civil judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (federal, state or local)
transaction or contract under public transaction; violation of federal or state antitrust statutes or
commission of embezzlement, theft, forgery; bribery, falsification or destruction of records,
making false statements, or receiving stolen property;
3. Are not presently indicted or otherwise criminally or civilly charged by a
governmental entity (federal, state or local) with commission of any offenses enumerated in
subparagraph (g)2., of this certification, and
4. Have not within a five-year period preceding this Agreement had one or more
public transactions (federal, state or local) terminated for cause or default.
Where Subrecipient is unable to certify to any of the statements in this certification, such
Subrecipient shall attach an explanation to this Agreement. In addition, Subrecipient shall
submit to Department (by email or by facsimile transmission) the completed "Certification
Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion" (within Attachment
A) for each prospective subcontractor which Subrecipient intends to fund under this Agreement.
Such form must be received by Department prior to Subrecipient entering into a contract with
any prospective subcontractor.
(h) Department reserves the right to unilaterally cancel this Agreement for refusal by
Subrecipient to allow public access to all documents, papers, letters or other material subject to
the provisions of Chapter 119, Florida. Statutes, and made or received by Subrecipient in
conjunction with this Agreement.
(i) 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 U.S.C. Section 1324a(e) {Section 274A(e) of the
Immigration and Nationality Act ("INA")]. Department shall consider the employment by any
contractor of unauthorized aliens a violation of Section 274A(e) of the NA. Such violation by
Subrecipient of the employment provisions contained in Section 274A(e) of the NA shall be
grounds for unilateral cancellation of this Agreement by Department.
(j) Subrecipient is subject to Florida's Government in the Sunshine Law (Section
286.011, Florida Statutes) with respect to the meetings of the Subrecipient's governing board or
the meetings of any subcommittee making recommendations to the governing board. All such
meetings shall be publicly noticed, open to the public, and the minutes of all such meetings shall
be public records, available to the public in accordance with Chapter 119, Florida Statutes.
(k) Unless inconsistent with the public interest or unreasonable in cost, all
unmanufactured and manufactured articles, materials and supplies which are acquired for public
use under this Agreement must have been produced in the United States as required under 41
U.S.C. 10a.
(1) Both Subrecipient and Department shall be governed by applicable State and
Federal laws, rules and regulations, including but not limited to those identified in Attachment A,
including its subparts.
(m) Subrecipient shall assure compliance itself and by its subcontractors or
subrecipients, with CFO Memorandum No. 4 (2005-06), effective June 30, 2006; including but
not limited to the following provisions:
1. Those subject to this Agreement may charge only allowable costs resulting from
obligations incurred during the term of the Agreement.
2. Any balances of unobligated cash that have been advanced or paid that is not
authorized to be retained for direct program costs in a subsequent period must be refunded to the
State.
3. Agreements with vendors must be procured in a manner that ensures a
fair and reasonable price to the State and in compliance with applicable rules and
regulations, including, but not limited to Sections 287.057 and 216.3475, Florida
Statutes. A copy of the Memorandum can be accessed on the SFM website.
(22) Lobbying Prohibition.
(a) No funds or other resources received from 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.
(b) The Subrecipient certifies, by its signature to this Agreement, that to the best of
his or her knowledge and belief:
1. No federal or state appropriated funds have been paid or will be paid, by or on
behalf of the undersigned, to any person for influencing or attempting to influence a federal,
state, or local official, or employee thereof, in connection with the awarding of any federal
contract, the making of any Subrecipient grant or contract, the making of any federal loan, the
entering into of any cooperative agreement, and the extension, continuation, renewal,
amendment or modification of any federal contract, grant, loan or cooperative agreement.
2. If any funds other than federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence a federal, state, or local official, or
employee thereof, in connection with this federal contract, grant, loan or cooperative agreement,
the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in
the award documents for all subawards at all tiers (including subcontracts, subgrants, and
contracts under grants, loans, and cooperative agreements) and that all subrecipients and
subcontractors shall certify and disclose accordingly. This certification is a material
representation of fact upon which reliance was placed when this transaction was made or entered
into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than
$100,000 for each such failure.
(23) Copyright, Patent and Trademark.
ANY AND ALL PATENT RIGHTS ACCRUING UNDER OR IN CONNECTION WITH THE
PERFORMANCE OF THIS AGREEMENT ARE HEREBY RESERVED TO THE STATE OF
FLORIDA. ANY AND ALL COPYRIGHTS ACCRUING UNDER OR IN CONNECTION
WITH THE PERFORMANCE OF THIS AGREEMENT ARE HEREBY TRANSFERRED BY
THE SUBRECIPIENT TO THE STATE OF FLORIDA.
(a) If Subrecipient brings to the performance of this Agreement a pre-existing patent or
copyright, Subrecipient shall retain all rights and entitlements to that pre-existing patent or
copyright unless the Agreement provides otherwise.
(b) If any discovery or invention arises or is developed in the course of or as a result of
work or services performed under this Agreement, or in any way connected herewith,
Subrecipient shall refer the discovery or invention to Department for a determination whether
patent protection will be sought in the name of the State of Florida. Any and all patent rights
accruing under or in connection with the performance of this Agreement are hereby reserved to
the State of Florida. In the event that any books, manuals, films, or other copyrightable material
are produced, Subrecipient shall notify Department. Any and all copyrights accruing under or in
connection with the performance under this Agreement are hereby transferred by Subrecipient to
the State of Florida.
(c) Within thirty (30) days of execution of this Agreement, Subrecipient shall disclose all
intellectual properties relevant to the performance of this Agreement which he or she knows or
should know could give rise to a patent or copyright. Subrecipient shall retain all rights and
entitlements to any pre-existing intellectual property which is so disclosed. Failure to disclose
will indicate that no such property exists. Department shall then, under paragraph (b), have the
right to all patents and copyrights which accrue during performance of the Agreement.
(24) Assurances. Subrecipient shall comply with all Statements of Assurance
incorporated in Attachment A.
(25) Legal Authorization. Subrecipient 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. Subrecipient
also certifies that the undersigned possesses the authority to legally execute and bind
Subrecipient to the terms of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their undersigned officials.
SUBRECIPIENT DEPARTMENT
By By
Title Title
Date signed Date signed