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HomeMy WebLinkAboutBack-Up DocumentsAGREEMENT BETWEEN THE STATE OF FLORIDA, DEPARTMENT OF STATE AND City of Miami 23.h.sc.100.078 This Agreement is by and between the State of Florida, Department of State, Division of Historical Resources hereinafter referred to as the "Division," and the City of Miami hereinafter referred to as the "Grantee." The Grantee has been awarded a Special Category Grant by the Division, grant number 23.h.sc.100.078 for the Project "Olympia/Gusman Theater Interior Repair, Marquee and Signage Project ," in t - amount of $500,000 ("Grant Award Amount"). The Division enters into this Agreement pursuant to Line Item 316 , contained in the 2023 General Appropriations Act, HB5001, Laws of Florida. The Division has the autho Section 267.0617, Florida Statutes. In consideration of the mutual covenants and promises contained 1. Grant Purpose. This grant shall be used exclusively for and Signage Project ," the public purpose for which these a) The Grantee shall perform the following Sc administer this grant in accordance with , the parties -e as follows: pia/Gusman Theater Interior Repair, Marquee were appropriated. Grant funds will be used to facilitate reStoratio • the historic Olympia/Gusman Theater in Miami, Florida. Work items will include restoration of a minim of twenty-five (25) windows; restore interior wall finishes; restore interior suspended ceiling finishes; r tors . terior floor and base finishes; prepare surfaces and repaint interior common areas; refinish and �t wood doors and frames; restore two (2) theater marquees, including e al/lightin upgrades; repair/replace interior room directional signage; and replacement of Ca ra marble in bo�fice. Architectural/Engiering servicbe funded independently outside of grant funding. All window and/or door repla7ments shall be submitted to the Bureau of Historic Preservation for review and approval before any window and/or door replacement work commences. All tasks associated with the Project shall meet the requirements set forth in this agreement. b) The Grantee agrees to provide the following Deliverables and Performance Measures related to the Scope of Work for payments to be awarded. # Payment Deliverable Description Documentation Payment Type Amount Page: 1 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule 1A-39.001, Florida Administrative Code 1 Fixed Price Provide a copy of the professional architecturaVengineering consultant's credentials and a project timeline to the Division for review and approval. One (1) digital copy of professional architectural/engineering consultant credentials; One (1) project timeline. $125,000 2 Fixed Price Complete and submit a completed Application and Certificate for Payment (AIA Document G702) and Schedule of Contract Values (AIA Document G703), or their equivalents, showing at least thirty percent (30%) of the project completed to the Division for review and approval. Complete and submit a completed Application and Certificate for Payment (AIA Document G702) and Schedule of Contract Values (AIA Document G703), or their equivalents, showing at least thirty percent (30%) of the project comple to the Division for revie d approval. $125,000 3 Fixed Price Complete and submit a completed Application and Certificate for Paymen (AIA Document G702) and Schedu Contract Values (AIA Document 3), or their equivalents, showing at leas sixty percent (60%) of the project completed to the Division for revi and approval. o ted Application and Certificate for Payment (AIA Document G702) and Schedule of tract Values (AIA Document 703), or their equivalents, bowing at least sixty percent %) of the project completed. $125,000 4 Fixed Price Complete and submit an Application and Certificate for Payment (AIA Document G702) and Scheili of Contract Values (AIA Docume t G703), or t equivalents, showing at least one h ed percent (1004 of the project leted, including all retainage am nts paid, to !the Division for review and approval. In addition, a new/updaFMSF form for the property and executed Restrictive Covenants filed with the County Clerk shall be submitted prior to final payment. One (1) copy of the completed Application and Certificate for Payment (AIA Document G702) and Schedule of Contract Values (AIA Document G703), or their equivalents, showing at least one hundred percent (100%) of the project completed, including all retainage amounts paid; One (1) copy of the new/updated FMSF form; One (1) copy of the executed Restrictive Covenants filed with the County Clerk. $125,000 Totals $500,000 c) The Grantee has provided an Estimated Project Budget based upon reasonable expenditures projected to accomplish the Grantee's Scope of Work and Deliverables outlined in the Agreement. The Budget provides details of how grant and match funds will be spent. All expenditures shall be in accordance with this budget (which is incorporated as part of this Agreement and entitled Attachment A) and must be incurred during the term of this Agreement, as stated in Section 2 of this Agreement. Page: 2 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule IA-39.001, Florida Administrative Code 2. Length of Agreement. This Agreement shall begin on 07/01/22 and shall end 06/30/24, unless terminated in accordance with the provisions of Section 33 of this Agreement. Contract extensions will not be granted unless Grantee is able to provide substantial written justification and the Division approves such extension. The Grantee's written request for such extension must be submitted to the Division no later than thirty (30) days prior to the termination date of this Agreement and no amendment will be valid until a written amendment is signed by both parties as required in Section 7 and Section 15 of this Agreement. 3. Contract Administration. The parties are legally bound by the requirements of this Agreement. Each party's contract manager, named below, will be responsible for monitoring its performance under this Agreement, and will be the official contact for each party. Any notice(s) or other communications in regard to this agreement shall be directed to or delivered to the other party's contract manager by utilizing the information below. Any change in the contact information below shall be submitted in writing to the contract manager within 10 days of the change. For the Division of Historical Resources: Nicole Hu Florida Depaitinent of State R.A. Gray Building 500 South Bronough Street Tallahassee, FL 32399 Phone: 850.245.6355 Email: Nicole.Hu@dos.myflorida.com For the Grantee: Contact. Lillian Blondet Address: 444 S.W. 2nd Avenue 5th Fl Phone: 305.416.1536 Email:lblondet@miamigov com 33130-1910 4. Grant Payments. All graxpayments ara 'a ! uested online via www.dosgrants.com by submitting a payment request with documentation that the deliverahas been completed. The total grant award shall not exceed the Grant Award Amount, which shall be pad by the Division in consideration for the Grantee's minimum performance as set forth by the terms arjd conditions of this Agreement. Grant payment requests are not considered complete for purposes of payment until review of the deliverables for compliance with the terms and conditions of this Agreement by the appropriate Division staff is complete and approval of the deliverable given. The grant payment schedule is outlined below: a) All payments will be made in the amounts identified with the Deliverables in Section 1 of this agreement b) All payments will be made in accordance with the completion of those Deliverables. 5. Electronic Payments. The Grantee can choose to use electronic funds transfer (EFT) to receive grant payments. All grantees wishing to receive their award through electronic funds transfer must submit a Direct Deposit Authorization form to the Florida Department of Financial Services. If EFT has already been set up for the organization, the Grantee does not need to submit another authorization form unless the organization has changed bank accounts. The authorization form is accessible at http://www.myfloridacfo.com/Division/AA/Forms/DFS- A1-26E.pdf where information pertaining to payment status is also available. Page: 3 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule 1A-39.001, Florida Administrative Code 6. Florida Substitute Form W-9. A completed Substitute Form W-9 is required from any entity that receives a payment from the State of Florida that may be subject to 1099 reporting. The Department of Financial Services (DFS) must have the correct Taxpayer Identification Number (TIN) and other related information in order to report accurate tax information to the Internal Revenue Service (IRS). To register or access a Florida Substitute Form W-9 visit https://flvendor.myfloridacfo.com/. A copy of the Grantee's Florida Substitute Form W-9 must be submitted to the Division, as required, in advance of or with the executed Agreement. 7. Amendment to Agreement. Either party may request modification of the provisions of this Agreement by contacting the Division to request an Amendment to the Contract. Changes which are agreed upon shall be valid only when in writing, signed by each of the parties, and attached to the original of this Agreement. If changes are implemented without the Division's written approval, the organization is subject to noncompliance, and the grant award is subject to reduction, partial, or complete refund to the State of Florida and termination of this agreement. 8. Financial Consequences. The Department shall apply the follow perform the minimum level of services required by this Agreemen 287.058, Florida Statutes. cial consequences for failure to ce with Sections 215.971 and a) Any advanced funds will be returned to the State ( IoridaLnexpendewithin the first 3 months of disbursement. b) Payments will be withheld for failure to complete services .dentified in the Scope of Work and Deliverables, provide documentation that the . eliv: .ashen completed, or demonstrate the appropriate use of state funds. c) If the grantee has spent less t - e G it Aw. Amount in state funds to complete the Scope of Work, the final payment will be red d by t al to the difference between spent state dollars and the Grant Award Amount. d) The Division may ce individua ents by 10% if the completed Deliverable does not meet the Secretary of the rior's Standards . s Guidelines or other industry standards applicable to the project. The Division shall reduce to 1 grant funding for the Project in direct proportion to match contributions not met by the end of the grant period. This reduction shall be calculated by dividing the actual match amount by the required match amount indicated in the Agreement and multiplying the product by the Grant Award Amount indicated in the Agreement. Pursuant to Section 17, Grantee shall refund to the Division any excess funds paid out prior to a reduction of total grant funding. 9. Additional Special Conditions. Development Projects a) All project work must be in compliance with the Secretary of the Interior's Standards and Guidelines available online at www.nps.gov/tps/standards.htm. b) The Grantee shall provide photographic documentation of the restoration activity. Guidelines regarding the photographic documentation are available online at https://dos.myflorida.com/historical/grants/special- category-grants/. Page: 4 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule 1A-39.001, Florida Administrative Code c) The Grantee and the Property Owner(s), if not the same, shall execute and file Restrictive Covenants with the Clerk of the Circuit Court in the county where the property is located, prior to final release of grant funds and close-out of the project. This Restrictive Covenants form is available on the Division's website http://www. dos .myflorid a. com/historical/grants/special-category-grants/. d) Architectural Services e) 1. All projects shall require contracting for architectural/engineering services. 2. The Grantee may request a waiver of this requirement from the Division if they believe that the architectural/engineering services are not needed for the Project. The Division shall make a recommendation to the Grantee after review of the proposed work. Architectural Documents and Construction Contracts The Grantee shall submit the architectural services contract to t to final execution. In addition, pursuant to Section 267.031( architectural planning documents to the Depaitment for rev development: 1. Upon completion of schematic design; epartment for review and approval prior lorida Statutes, the Grantee shall submit royal at the following stages of 2. Upon completion of design develop • t and of a specifications; and 3. Upon completion of 100% construc d project manual, prior to execution of the construction contract. f) For the construction phase of the Projecf , in ad on to the review submissions indicated above, a copy of the construction contract must be submitted to Depaitment for review and approval prior to final execution. Depaitment review and approval of aid contracts shall not be construed as acceptance by or imposition upon the ► partt of any financial liability in connection with said contracts. g) For projects inv. _ ground disturbance (examples include: historic building or structure relocation, grading and site wo stallation of sewer and water lines, subgrade foundation repairs or damp proofing, construction of new • , ® ations and installation of landscape materials), the Grantee shall ensure that the following requirements are included in all contracts for architectural and engineering services: 1. Ground disturbance around historic buildings or elsewhere on the site shall be minimized, thus reducing the possibility of damage to or destruction of significant archaeological resources. 2. If an archaeological investigation of the Project site has not been completed, the architect or engineer shall contact the Depaitment for assistance in determining the actions necessary to evaluate the potential for adverse effects of the ground disturbing activities on significant archaeological resources. 3. Significant archaeological resources shall be protected and preserved in place whenever possible. Heavy machinery shall not be allowed in areas where significant archaeological resources may be disturbed or damaged. 4. When preservation of significant archaeological resources in place is not feasible, a mitigation plan shall be developed in consultation with and approved by the Depaitinent's Compliance Review Page: 5 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule 1A-39.001, Florida Administrative Code Section (contact information available online at www.flheritage.com ). The mitigation plan shall be implemented under the direction of an archaeologist meeting the Secretary of the Interiors' Professional Qualification Standards for Archaeology. 5. Documentation of archaeological investigation and required mitigation actions shall be submitted to the Compliance Review Section for review and approval. This documentation shall conform to the Secretary of the Interior's Standards for Archaeological Documentation, and the reporting standards of the Compliance Review Section set forth in Chapter 1A-46, Florida Administrative Code. h) Copyright and Royalties: When publications, brochures, films, or similar materials are developed, directly or indirectly, from a program, project or activity supported by grant funds, any copyright resulting therefrom shall be held by the Florida Department of State, Division of Historical Resources. The author may arrange for copyright of such materials only after approval from the Department. Any copyright arranged for by the author shall include acknowledgment of grant assistance. As a condition of grant assistance, the grantee agrees to, and awards to the Department and, if applicable, to theieral Government, and to its officers, agents, and employees acting within their official duties, a royalty -free, nonexclusive, and irrevocable license throughout the world for official purposes, to publish, tran, reproduce, and use all subject data or copyrightable material based on such data covered by topyright. 10. Credit Line(s) to Acknowledge Grant Funding. Pursat to ion 286.25, Florida Statutes, in publicizing, advertising, or describing the sponsorship of the program the Gr tee shall include the following statement: a) "This project is sponsored in part by the Department of Division of Historical Resources and the State of Florida." Any variation in this language must re rior approval in writing by the Division. b) All site -specific projects must include a Project identification sign, with the aforementioned language, that must be placed on site. The c st of preparation and erection of the Project identification sign are allowable project costs. Routine main . ice costs of Project signs are not allowable project costs. A photograph of the aforementioned sign must b . bmitted to the Division as soon as it is erected. 11. Encumbrance of Fu The Gran shall execute a binding contract for at least a part of the Scope of Work by September 30, excep .11owed b. w. a) Extension of Encumbra ► i line: The encumbrance deadline indicated above may be extended by written approval of the Di on. To be eligible for this extension, the Grantee must demonstrate to the Division that encumbrance of grant funding and the required match by binding contract(s) is achievable by the end of the requested extended encumbrance period. The Grantee's written request for extension of the encumbrance deadline must be submitted to the Depaitinent no later than fifteen (15) days prior to the encumbrance deadline indicated above. b) Encumbrance Deadline Exception: For projects not involving contract services the Grantee and the Depaitinent shall consult on a case -by -case basis to develop an acceptable encumbrance schedule. 12. Grant Reporting Requirements. The Grantee must submit the following reports to the Division. All reports shall document the completion of any deliverables/tasks, expenses and activities that occurred during that reporting period. All reports on grant progress will be submitted online via www.dosgrants.com. a) First Project Progress Report is due by October 31, for the period ending September 30 (first year of Page: 6 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule IA-39.001, Florida Administrative Code the Grant Period). b) Second Project Progress Report is due by January 31, for the period ending December 31 (first year of the Grant Period). c) Third Project Progress Report is due by April 30, for the period ending March 31 (first year of the Grant Period). d) Fourth Project Progress Report is due by July 31, for the period ending June 30 (first year of the Grant Period). e) Fifth Project Progress Report is due by October 31, for the period ending September 30 (second year of the Grant Period). f) g) Sixth Project Progress Report is due by January 31, for the per!+. ending December 31 (second year of the Grant Period). Seventh Project Progress Report is due by April 30, for the period ending March 31 (second year of the Grant Period). h) Final Report. The Grantee must submit a Final R Period End Date set forth in Section 2 above. 13. Matching Funds. The Grantee is required to pro match, a minimum of 25% must be cash on hand. labor, donated materials, and additional - or pr (REDI) counties or communities that have been desi Florida Statutes, Grantees may request a r documentation that the minimum match°. . firemen evidencing expenses incurred to compl !vision within one month of the Grant of the Grant Award Amount. Of the required atch may include in -kind services, volunteer is located in Rural Economic Development Initiative d in accordance with Sections 288.0656 and 288.06561, match amount. The Grantee must submit ave been met and provide to the Division documentation this requirement. 14. Grant Completion De'lie. The grant completion deadline is the end date of this Agreement set forth in Section 2 above. The Grant Completion Deadline is the date when all grant and matching funds have been paid out or incurred in accordance with the work described in the Scope of Work, detailed in the Estimated Project Budget. If the Grantee finds it necessary to request an extension of the Grant Completion Deadline, an Amendment to the Agreement must be executed as per Section 7, and the stipulations in Section 15 must be met. 15. Extension of the Grant Completion Deadline. An extension of the completion date must be requested at least thirty (30) days prior to the end of the Grant Period and may not exceed 180 days, unless the Grantee can clearly demonstrate extenuating circumstances. An extenuating circumstance is one that is beyond the control of the Grantee, and one that prevents timely completion of the Project such as a natural disaster, death or serious illness of the individual responsible for the completion of the Project, litigation related to the Project, or failure of the contractor or architect to provide the services for which they were contracted to provide. An extenuating circumstance does not include failure to read or understand the administrative requirements of a grant or failure to raise sufficient matching funds. Changes to the original completion deadline shall be valid only when requested in writing, approved by the Division, and an Amendment to the Agreement has been executed by both parties and attached to the original of this Agreement. The Grantee must provide documentation that a portion of the grant funds and match contributions are encumbered and demonstrate to the satisfaction of the Division that project Page: 7 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule IA-39.001, Florida Administrative Code work is progressing at a rate such that completion is achievable within the extended Grant Period. 16. Non -allowable Grant Expenditures. The Grantee agrees to expend all grant funds received under this agreement solely for the purposes for which they were authorized and appropriated. Expenditures shall be in compliance with the state guidelines for allowable Project costs as outlined in the Depaitment of Financial Services' Reference Guide for State Expenditures (revised 11/1/2019), which are incorporated by reference and are available online at https://www.myfloridacfo.com/Division/AA/Manuals/documents/ReferenceGuideforStateExpenditures.pdf. The following categories of expenditures are non -allowable for expenditure of grant funds and as contributions to required match: a) Expenditures for work not included in the Scope of Work of the executed Grant Award Agreement; b) Costs of goods and services not procured in accordance with proement procedures set forth in the Grant Award Agreement and Chapter 287 of the Florida Statut c) Expenses incurred or obligated prior to or after the Grant P�6d,'dicated in the Grant Award Agreement; d) Expenses associated with lobbying or attempting t ederal, Stare, or local legislation, the judicial branch, or any state agency; e) Expenditures for work not consistent with the applicable historic preservation standards as outlined in the Secretary of the Interior's Guidelines available at www.nps.gV/tps/standards/treatment-guidelines- 2017.pdf, standards available at http://www.nps.gov/tps/standards.htm and nps.gov/history/local- law/arch_strids_0.htm or applica] dustry standards; f) 106 of the National Costs for projects having astir primary purpose the fulfillment of Federal or State historic preservation regulatory requirements, specifically,costs of consultation and mitigation measures required under Section Prese tion Act of 1966, as amended, or under Section 267.031, F.S.; g) Projects directe activities or Properties that are restricted to private or exclusive participation or access, which sha lude restrie ing access on the basis of sex, race, color, religion, national origin, disability, age, pregnhan icap, or marital status; h) Entertainment, food, bever es, plaques, awards, or gifts; i) Costs or value of donations or In -kind Contributions not documented in accordance with the provisions of the Grant Award Agreement; j) Indirect costs including Grantee overhead, management expenses, general operating costs and other costs that are not readily identifiable as expenditures for the materials and services required to complete the work identified in the Scope of Work in the Grant Award Agreement. Examples of indirect costs include: rent/mortgage, utilities, janitorial services, insurance, accounting, Internet service, monthly expenses associated to security systems, non -grant related administrative and clerical staffing, marketing, and fundraising activities; k) Administrative and project management expenditures such as expenditures that are directly attributable to management of the grant -assisted Project and meeting the reporting and associated requirements of the Grant Award Agreement, whether grant expenditures or match contributions, which in aggregate exceed 5% Page: 8 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule 1A-39.001, Florida Administrative Code of the grant award amount; 1) Grantee operational support (i.e., organization salaries not directly related to grant activities; travel expenditures; per diem; or supplies); m) Insurance costs (Exception: costs for builder's risk, workers' compensation and contractor's liability insurance); n) Capital improvements to non -historic properties or non -historic additions to a Historic Property (Exception: pre -approved items of work for Museum Exhibit projects); o) Capital improvements to the interior of Religious Properties (Exception: repairs to elements of the structural system. Examples include: foundation repairs, repairs to columns, load bearing wall framing, roof framing, masonry repairs, window and exterior door repairs and restoration practices associated with the building envelope); p) Accessibility improvements for Religious Properties; q) Vehicular circulation (drives/driveways) within the pro or from roperty to surrounding streets and parking (Exception: provision of code -required hand' ped arking pad(s)); r) Sidewalks, paths, walkways, landscape features and accessories, planting, irrigation systems and site lighting (Exceptions: historic walkways; sid alk required to link the code -required handicapped parking pad(s) to the accessible entry; historic retaalls/planting/ odding required to halt documented erosion; pruning, removal or relocation of trees posing an immediate threat to the historic or archaeological resource; and limited site lighting required for - urity, approved by the Division); s) Fences and gates (Exception: gates or sections of these); replacement of damaged or missing historic fences, t) Furniture, including b limited to: desks, tables, seating, rugs and mats, artwork and decorations, window treatment . se goods (inclg cabinets, countertops, or bookshelves) with no historic precedent, syste _ ' furniture, movable partitions and acoustical treatments and components, unless specific prior approval has . granted by the Division (Exception: museum display units necessary for approved Museum Exhibit proje u) Equipment (a) including bu not limited to portable sound systems, specialty fixtures and equipment, visual display units, appliances, computers, cameras, printers, scanners, projection systems, portable light fixtures, and total stations unless specific prior approval has been granted by the Division (b) If special equipment is required for completion of the Project, it shall be rented for the grant term unless it can be shown that acquiring the equipment is cheaper than renting the equipment and approval has been provided by the Division as part of the documentation presented at the time of application. If the value of special equipment is to be used as a match contribution, the value of the match contribution shall be limited to the cost of rental for the Grant Period at the market rate for such rental in the region; v) Supplies that will not be consumed in use during the duration of this project; w) Costs associated with attending or hosting conferences, summits, workshops or presentations (Exception: municipal or county required public meetings necessary for completion of the grant -assisted project); Page: 9 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule IA-39.001, Florida Administrative Code x) Travel expenditures, including those of personnel responsible for items of work approved by the Division, administrative personnel, contracted or subcontracted employees, either for purposes of work on -site or research off -site; and y) Tuition waivers, fees, and other non -grant related costs associated with employing students for grant projects. 17. Unobligated and Unearned Funds and Allowable Costs. In accordance with Section 215.971, Florida Statutes, the Grantee shall refund to the State of Florida any balance of unobligated funds which has been advanced or paid to the Grantee. In addition, funds paid in excess of the amount to which the recipient is entitled under the terms and conditions of the agreement must be refunded to the state agency. Further, the recipient may expend funds only for allowable costs resulting from obligations incurred during the specified agreement period. Expenditures of state fmancial assistance must be in compliance with the laws, rules, and regulations applicable to expenditures of State funds, including, but not limited to, the Reference Chide for State Expenditures. 18. Repayment. All refunds or repayments to be made to the Department under this Agreement are to be made payable to the order of the "Department of State" and mailed d ectly to the following address: Florida Department of State, Attention: Grants Program Supervisor, Division of Historical Resources, 500 South Bronough Street Tallahassee, FL 32399. In accordance with Section 215.34(2), Florida Statutes, if a check or other draft is returned to the Depaitinent for collection, Grantee shall pay to the Department a service fee of $15.00 or five percent (5%) of the face amount of the returned check or draft, Whichever is greater. 19. Single Audit Act. Each Grantee, other than a Graagency, shall submit to an audit pursuant to Section 215.97, Florida Statutes. See Att pent : i ditio .1 information regarding this requirement. 20. Retention of Accounting Records. Financial records pporting documents, statistical records, and all other records including electronic storage media pertinent the Project shall be retained for a period of five (5) years after the close out of the grant. If any litigation or audit is initiated, or claim made, before the expiration of the five- year period, the records shall be retained urthe litigation, audit, or claim has been resolved. 21. Obligation to Providlite Access Grant Records. The Grantee must make all grant records of expenditures, copies of repo o , and related documentation available to the Division or a duly authorized representative of the State of F for inspection at reasonable times for the purpose of making audits, examinations, excerpts, and transcripts. 22. Obligation to Provide Public Access to Grant Records. The Division reserves the right to unilaterally cancel this Agreement in the event that the Grantee refuses public access to all documents or other materials made or received by the Grantee that are subject to the provisions of Chapter 119, Florida Statutes, known as the Florida Public Records Act. The Grantee must immediately contact the Division's Contract Manager for assistance if it receives a public records request related to this Agreement. 23. Investment of Funds Received But Not Paid Out. The Grantee may temporarily invest any or all grant funds received but not expended, in an interest bearing account pursuant to Section 216.181(16)(b), Florida Statutes. Interest earned on such investments should be returned to the Division quarterly, except that interest accrued less than $100 within any quarter may be held until the next quarter when the accrued interest totals more than $100. All interest accrued and not paid to the Division, regardless of amount, must be submitted with the Grantee's final Page: 10 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule 1A-39.001, Florida Administrative Code Progress Report at the end of the Grant Period. 24. Noncompliance with Grant Requirements. Any Grantee that has not submitted required reports or satisfied other administrative requirements for this grant or other Division of Historical Resources grants or grants from any other Florida Depaitinent of State (DOS) Division will be in noncompliance status and subject to the DOS Grants Compliance Procedure. Grant compliance issues must be resolved before a grant award agreement may be executed, and before grant payments for any DOS grant may be released. 25. Accounting Requirements. The Grantee must maintain an accounting system that provides a complete record of the use of all grant funds as follows: a) The accounting system must be able to specifically identify and provide audit trails that trace the receipt, maintenance, and expenditure of state funds; b) Accounting records must adequately identify the sources and . ication of funds for all grant activities and must classify and identify grant funds by using the same bus - _ones that were approved in the grant application. If Grantee's accounting system accumulates a . in a . ent format than the one in the grant application, subsidiary records must document and recile the amo shown in the Grantee's accounting records to those amounts reported to t c) An interest -bearing checking account or accounts in . or federally chartered institution may be used for revenues and expenses described in the Sc ' - . f Work . detailed in the Estimated Project Budget. d) The name of the account(s) must include thant ber; e) The Grantee's accounting recor. " ave eftive control over and accountability for all funds, property, and other assets; a f) Accounting records must be s -d by sou ce documentation and be in sufficient detail to allow for a proper pre -audit andst-audit (sas invoices, bills, and canceled checks). 26. Availability of State Fi . The Stat of Florida's performance and obligation to pay under this Agreement are contingent upon an annual appropriatio by the Florida Legislature, or the United States Congress in the case of a federally funded grant. In the event that the state or federal funds upon which this Agreement is dependent are withdrawn, this Agreement will be automatically terminated and the Division shall have no further liability to the Grantee, beyond those amounts already released prior to the termination date. Such termination will not affect the responsibility of the Grantee under this Agreement as to those funds previously distributed. In the event of a state revenue shortfall, the total grant may be reduced accordingly. 27. Independent Contractor Status of Grantee. The Grantee, if not a state agency, agrees that its officers, agents and employees, in performance of this Agreement, shall act in the capacity of independent contractors and not as officers, agents, or employees of the state. The Grantee is not entitled to accrue any benefits of state employment, including retirement benefits and any other rights or privileges connected with employment by the State of Florida. 28. Grantee's Subcontractors. The Grantee shall be responsible for all work performed and all expenses incurred in connection with this Agreement. The Grantee may subcontract, as necessary, to perform the services and to Page: 11 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule 1A-39.001, Florida Administrative Code provide commodities required by this Agreement. The Division shall not be liable to any subcontractor(s) for any expenses or liabilities incurred under the Grantee's subcontract(s), and the Grantee shall be solely liable to its subcontractor(s) for all expenses and liabilities incurred under its subcontract(s). The Grantee must take the necessary steps to ensure that each of its subcontractors will be deemed to be "independent contractors" and will not be considered or permitted to be agents, servants, joint ventures, or partners of the Division. 29. Liability. The Division will not assume any liability for the acts, omissions to act, or negligence of, the Grantee, its agents, servants, or employees; nor may the Grantee exclude liability for its own acts, omissions to act, or negligence, to the Division. a) The Grantee shall be responsible for claims of any nature, including but not limited to injury, death, and property damage arising out of activities related to this Agreement by the Grantee, its agents, servants, employees, and subcontractors. The Grantee, other than a Grantee which is the State or the State's agencies or subdivisions, as defined in Section 768.28, Florida Sttes, shall indemnify and hold the Division hainnless from any and all claims of any nature and shall investigate all such claims at its own expense. If the Grantee is governed by Section 768.28, Florida Stutes, it shall only be obligated in accordance with that Section. * b) Neither the state nor any agency or subdivision of t increases the limits of its liability, by entering into w. ives any nt. se of sovereign immunity, or c) The Division shall not be liable for attorney j; es, intere to charges or service fees, or cost of collection related to this Agreement. d) The Grantee shall be responsible fob work performed and all expenses incurred in connection with the Project. The Grantee may subcontract as necessary to perform the services set forth in this Agreement, including entering into subcontracts with vendors for services and commodities; and provided that it is understood by the Grantee that the Division shall not be liable to the subcontractor for any expenses or liabilities incurred under the subc ,. ` ct and that the Grantee shall be solely liable to the subcontractor for all expenses and liabjs incurreer the subcontract. 30. Strict Compliance with aws. The Grantee shall perform all acts required by this Agreement in strict conformity with all applicable laws and regulations of the local, state and federal law. 31. No Discrimination. The Grantee may not discriminate against any employee employed under this Agreement, or against any applicant for employment because of race, color, religion, gender, national origin, age, pregnancy, handicap or marital status. The Grantee shall insert a similar provision in all of its subcontracts for services under this Agreement. 32. Breach of Agreement. The Division will demand the return of grant funds already received, will withhold subsequent payments, and/or will terminate this agreement if the Grantee improperly expends and manages grant funds, fails to prepare, preserve or surrender records required by this Agreement, or otherwise violates this Agreement. 33. Termination of Agreement. a) Termination by the Division. The Division will terminate or end this Agreement if the Grantee fails to fulfill Page: 12 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule 1A-39.001, Florida Administrative Code its obligations herein. In such event, the Division will provide the Grantee a notice of its violation by letter, and shall give the Grantee fifteen (15) calendar days from the date of receipt to cure its violation. If the violation is not cured within the stated period, the Division will terminate this Agreement. The notice of violation letter shall be delivered to the Grantee's Contract Manager, personally, or mailed to his/her specified address by a method that provides proof of receipt. In the event that the Division terminates this Agreement, the Grantee will be compensated for any work completed in accordance with this Agreement, prior to the notification of termination, if the Division deems this reasonable under the circumstances. Grant funds previously advanced and not expended on work completed in accordance with this Agreement shall be returned to the Division, with interest, within thirty (30) days after termination of this Agreement. The Division does not waive any of its rights to additional damages, if grant funds are returned under this Section. b) Termination for convenience. The Division or the Grantee may terminate the grant in whole or in part when both parties agree that the continuation of the Project would not pr with the further expenditure of funds. The two parties will agree the effective date, and in the case of partial terminations, the uce beneficial results commensurate n the termination conditions, including to be terminated. c) Termination by Grantee. The Grantee may unilaterally c el the gr.h. t any time prior to the first payment on the grant although the Depaitinent must be notifiearwriting prior t. cellation. After the initial payment, the Project may be terminated, modified, or amend by the Grantee only by mutual agreement of the Grantee and the Division. Request for termination prior to completion must fully detail the reasons for the action and the proposed disposition oft e uncompleted work. 34. Preservation of Remedies. No delay or omissio upon breach or violation by either party under this either party; nor shall such delay or o sion similar breach or default. right, power, or remedy accruing to either party ent, s all impair any such right, power or remedy of ed as a waiver of any such breach or default, or any 35. Non -Assignment of AgreeThe Grantee may not assign, sublicense nor otherwise transfer its rights, duties or obligations under this ' : eement without the prior written consent of the Division, which consent shall not unreasonably be withh The agreement transferee must demonstrate compliance with the requirements of the Project. If the Division approves a traner of the Grantee's obligations, the Grantee shall remain liable for all work performed and all expenses incurred in connection with this Agreement. In the event the Legislature transfers the rights, duties, and obligations of the Division to another governmental entity pursuant to Section 20.06, Florida Statutes, or otherwise, the rights, duties, and obligations under this Agreement shall be transferred to the successor governmental agency as if it was the original party to this Agreement. 36. Required Procurement Procedures for Obtaining Goods and Services. The Grantee shall provide maximum open competition when procuring goods and services related to the grant -assisted project. Procurement documentation supporting maximum open competition must be submitted to the Division for review and approval prior to execution of project contracts. a) Procurement of Goods and Services Not Exceeding $35,000. The Grantee must use the applicable procurement method described below: 1. Purchases Up to $2,500: Procurement of goods and services where individual purchases do not exceed $2,500 may be conducted at the Grantee's discretion using good purchasing practices in accordance with Rule 60A-1.002, Florida Administrative Code. Page: 13 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule 1A-39.001, Florida Administrative Code 2. Purchases or Contract Amounts Between $2,500 and $35,000: Goods and services costing between $2,500 and $35,000 require informal competition such as written quotations and informal bids and may be procured by purchase order, acceptance of vendor proposals or other appropriate procurement document in accordance with Rule 60A-1.002, Florida Administrative Code. b) Procurement of Goods and Services Exceeding $35,000. Goods and services costing over $35,000 may be procured by either Formal Invitation to Bid, Request for Proposals or Invitation to Negotiate and may be procured by purchase order, acceptance of vendor proposals or other appropriate procurement document in accordance with Chapter 287, Florida Statutes. 37. Conflicts of Interest. The Grantee hereby certifies that it is cognizant of the prohibition of conflicts of interest described in Sections 112.311 through 112.326, Florida Statutes, and affirms that it will not enter into or maintain a business or other relationship with any employee of the Department of State that would violate those provisions. The Grantee further agrees to seek authorization from the General Couns,for the Depaitinent of State prior to entering into any business or other relationship with a Department of e Employee to avoid a potential violation of those statutes. 38. Binding of Successors. This Agreement shall bind the suc- ors, assigns legal representatives of the Grantee and of any legal entity that succeeds to the obli_. s of . Division o istorical Resources. 39. No Employment of Unauthorized Aliens. The employment o nauthorized aliens by the Grantee is considered a violation of Section 274A (a) of the Immigration and Nationali t. If the Grantee knowingly employs unauthorized aliens, such violation shall be cause funilerac- .tion of this Agreement. 40. Severability. If any term or provisio the i eem is found to be illegal and unenforceable, the remainder will remain in full force and effect, such ,•• ,r •r ion shall be deemed stricken. 41. Americans with Disabili of Sections 553.501-553 U.S.C. 12101, etseq.), Flori .ch is incor ams and facilities related to this Agreement must meet the standards tatz and the Americans with Disabilities Act of 1990 as amended (42 •ated herein by reference. 42. Governing Law. This Agree ent shall be construed, performed, and enforced in all respects in accordance with the laws and rules of Florida. Venue or location for any legal action arising under this Agreement will be in Leon County, Florida. 43. Restrictive Covenants. For Acquisition and Development projects directed at Real Property, if funded, the Grantee (and the Property Owner, if not the Grantee) must file a Restrictive Covenant on the property with the Clerk of Court for ten (10) years for Development and twenty (20) for Acquisition prior to final release of grant funds and close-out of the project. 44. Entire Agreement. The entire Agreement of the parties consists of the following documents: a) This Agreement b) Estimated Project Budget (Attachment A) Page: 14 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule 1A-39.001, Florida Administrative Code c) Single Audit Act Requirements and Exhibit I (Attachment B) Page: 15 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule IA-39.001, Florida Administrative Code In acknowledgment of this grant, provided from funds appropriated in the 2023 General Appropriation Act, I hereby certify that I have read this entire Agreement, and will comply with all of its requirements. Depaitinent of State: By: Division Director Date Grantee: By: Authorizing Official for the Grantee Typed name and title Date Page: 16 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule IA-39.001, Florida Administrative Code ATTACHMENT A Estimated Project Budget Description Grant Funds Cash Match In Kind Match Repair and restoration of existing wood windows $385,388 $0 $0 Restore interior wall finishes $38,204 $88,298 $0 Repaint interior common areas $38,204 $88,298 $0 Refinish and repaint wood doors and frames $38,204 $88,299 $0 Restore two (2) theater marquees, including electrical/lighting upgrades 0 $195,978 $0 Repair/replace interior room directional signage $ $6,127 $0 Replace Can -era marble in box office $0 $33,000 $0 Totals $500,000 $500,000 $0 Page: 17 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule IA-39.001, Florida Administrative Code ATTACHMENT B FLORIDA SINGLE AUDIT ACT REQUIREMENTS AUDIT REQUIREMENTS The administration of resources awarded by the Depaitinent of State to the Grantee may be subject to audits and/or monitoring by the Depaitinent of State as described in this Addendum to the Grant Award Agreement. MONITORING In addition to reviews of audits conducted in accordance with 2 CFR 200, Subpart F - Audit Requirements, and section 215.97, Florida Statutes (F.S.), as revised (see AUDITS below), monitoring procedures may include, but not be limited to, on -site visits by Depaitinent of State staff, limited scope audits as defin d by 2 CFR §200.425, or other procedures. By entering into this agreement, the recipient agrees to comply and coopte with any monitoring procedures or processes deemed appropriate by the Department of State. In the event the Department of State determines that a limited scope audit of the recipient is appropriate, the recipient agrees to comply with any additional instructions provided by Department of State staff to the recipient regarding such audit. ihe recipient further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed neces ary by the Chief Financial Officer (CFO) or Auditor General. AUDITS Part I: Federally Funded This part is applicable if the recipient is a state or local government or a nonprofit organization as defined in 2 CFR §200.90, §200.64, and §200.70. 1. A recipient that expend 0,000 or more in'Ylcral awards in its fiscal year must have a single or program - specific audit conducted cordance with the provisions of 2 CFR 200, Subpart F - Audit Requirements. EXHIBIT 1 to this agreemen the federal resources awarded through the Department of State 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 State. The determination of amounts of federal awards expended should be in accordance with the guidelines established in 2 CFR §§200.502-503. An audit of the recipient conducted by the Auditor General in accordance with the provisions of 2 CFR §200.514 will meet the requirements of this Part. 2. For the audit requirements addressed in Part I, paragraph 1, the recipient shall fulfill the requirements relative to auditee responsibilities as provided in 2 CFR §§200.508-512. 3. A recipient that expends less than $750,000 in federal awards in its fiscal year is not required to have an audit conducted in accordance with the provisions of 2 CFR 200, Subpart F - Audit Requirements. If the recipient expends less than $750,000 in federal awards in its fiscal year and elects to have an audit conducted in accordance with the provisions of 2 CFR 200, Subpart F - Audit Requirements, 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). Page: 18 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule 1A-39.001, Florida Administrative Code The Internet web addresses listed below will assist recipients in locating documents referenced in the text of this agreement and the interpretation of compliance issues. U.S. Government Printing Office www.ecfr.gov Part II: State Funded This part is applicable if the recipient is a nonstate entity as defined by section 215.97(2), F.S. 1. In the event that the recipient expends a total amount of state financial assistance equal to or in excess of $750,000 in any fiscal year of such recipient (for fiscal years ending June 30, 2017, and thereafter), the recipient must have a state single or project -specific audit for such fiscal year in accordance with section 215.97, F.S.; Rule Chapter 69I- 5, F.A.C., State Financial Assistance; and Chapters 10.550 (local governmental entities) and 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. EXHIBIT 1 to this Bement lists the state financial assistance awarded through the Depaitinent of State by this agreement. Inermining 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 Depaitinent of State, other state agencies, and other nonstate entities. State financial assistance does not include federal direct or pass -throw awards and resources received by a nonstate entity for federal program matching requirements. 2. For the audit requirements addressed in Part II, paragraph pient shall ensure that the audit complies with the requirements of section 215.97(8), F.S. This includes sub on of a financial reporting package as defined by section 215.97(2), F.S., and Chapters 10.550 (loc menta ties) and 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. 3. If the recipient expends less than $750,000 in state fmancial assistance in its fiscal year (for fiscal years ending June 30, 2017, and thereafter), an audit conducted in accordance with the provisions of section 215.97, F.S., is not required. If the recipient expends less than $750,000 in state fmancial assistance in its fiscal and elects to have an audit conducted in accordance with the provisions of section 215.97, F.S., the cost of the audit must be paid from the nonstate entity's resources (i.e, ;fie co such an audit must be paid from the recipient's resources obtained from other than state entis). The Internet web addresses listed below will , ist recipients in locating documents referenced in the text of this agreement and the interpretation of c• pli. issues. State of Florida Depaitment Financial http://www.myfloridacfo.com/ ces (Chief Financial Officer) State of Florida Legislature (Statutes, Legislation relating to the Florida Single Audit Act) http://www.leg.state.fl.us/ Part III: Report Submission 1. Copies of reporting packages for audits conducted in accordance with 2 CFR 200, Subpart F - Audit Requirements, and required by Part I of this agreement shall be submitted, when required by 2 CFR §200.512, by or on behalf of the recipient directly to each of the following: A. The Depaitinent of State through the https://dosgrants.com/ grants management system. Page: 19 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule 1A-39.001, Florida Administrative Code B. The Federal Audit Clearinghouse (FAC) as provided in 2 CFR §200.36 and §200.512. 2. Copies of financial reporting packages required by Part 11 of this agreement shall be submitted by or on behalf of the recipient directly to eachofthe following: A. The Depaitilent of State through the https://dosgrants.com/ grants management system. B. The Auditor General's Office at the following address: Auditor General Local Government Audits/342 Claude Pepper Building, Room 401 111 West Madison Street Tallahassee, Florida 32399-1450 The Auditor General's website (https://flauditor.gov -ovides ctions for filing an electronic copy of a financial reporting package. 3. Recipients, when submitting financial rep g packages to the Depaitinent of State for audits done in accordance with 2 CFR 200, Subpart F - Audit Req ents, or Chapters 10.550 (local governmental entities) and 10.650 (nonprofit and for -profit organizations), ules ofpihe Auditor General, should indicate the date that the reporting package was delivered to the recipient in correspiftly accompanying the reporting package. 4. Recipients, when submitting financial reporting packages to the Department of State for audits done in accordance with 2 CFR 200, Subpart F - Audit Requiremmnts, or Chapters 10.550 (local goverriOntal entities) and 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, should indicate the(latethat the reporting package was delivered to the recipient in correspondence accompanying the reporting package. Part IV: Record Retention The recipient shall retain sufficient records demonstrating its compliance with the terms of the award(s) and this agreement for a period of five years from the date the audit report is issued, and shall allow the Depaitinent of State, or its designee, the CFO, or Auditor General access to such records upon request. The recipient shall ensure that audit working papers are made available to the Depaitinent of State, or its designee, the CFO, or Auditor General upon request for a period of at least three years from the date the audit report is issued, unless extended in writing by the Depaitinent of State. Page: 20 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule IA-39.001, Florida Administrative Code EXHIBIT 1 FEDERAL RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: Not Applicable COMPLIANCE REQUIREMENTS APPLICABLE TO THE FEDERAL RESOURCESAWARDED PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS: Not Applicable STATE RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: MATCHING RESOURCES FOR FEDERAL PROGRAMS: Not applicable. SUBJECT TO SECTION 215.97, FLORIDA STATUTES: Florida Depaitinent of State Acquisition, Restoration of Historic • es Grants, CSFA Number 45.032. Award Amount is $500,000. COMPLIANCE REQUIREMENTS APPLICABLE OURCES AWARDED PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS: The compliance requirements of this state ► . ect be fo in Part Four (State Project Compliance Requirements) of the State Projects Compliance Supple s.fldfs.com/fsaa/. Page: 21 Grant Award Agreenrnt (Form GAA001), Effective 06/2022 Rule IA-39.001, Florida Administrative Code