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HomeMy WebLinkAbout2007-207B --- -- - 7�1 oil 7 Contract Number: 08-DD-J3- 10-40-01 -013 STATE-FUNDED SUBGRANT AGREEMENT THIS AGREEMENT is entered into by and between the State of Florida , Department of Community Affairs, with headquarters in Tallahassee , Florida (hereinafter referred to as the "Department"), and Indian River County, (hereinafter referred to as the "Recipient") . THIS AGREEMENT IS ENTERED INTO BASED ON THE FOLLOWING REPRESENTATIONS : A. WHEREAS , the Recipient represents that it is fully qualified and eligible to receive these grant funds to provide the services identified herein ; and B . WHEREAS , the Department has received these grant funds from the State of Florida , and has the authority to subgrant these funds to the Recipient upon the terms and conditions hereinafter set forth ; and C . WHEREAS , the Department has authority pursuant to Florida law to disburse the funds under this Agreement. NOW, THEREFORE , the Department and the Recipient do mutually agree as follows : ( 1 ) SCOPE OF WORK. The Recipient shall fully perform the obligations in accordance with the Budget and Scope of Work, Attachment A of this Agreement. (2) INCORPORATION OF LAWS RULES REGULATIONS AND POLICIES Both the Recipient and the Department shall be governed by applicable State and Federal laws , rules and regulations, including but not limited to those identified in this Agreement . (3) PERIOD OF AGREEMENT. This Agreement shall begin upon execution by both parties and shall end April 15 , 2008 , unless terminated earlier in accordance with the provisions of Paragraph (12 ) of this Agreement . (4) MODIFICATION OF CONTRACT Either party may request modification of the provisions of this Agreement. Changes which are mutually agreed upon shall be valid only when reduced to writing , duly signed by each of the parties hereto, and attached to the original of this Agreement. (5) RECORDKEEPING (a ) The Recipient 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 the Department or its designee, Chief Financial Officer, or Auditor General access to such records upon request. The Recipient shall ensure that audit working papers are made available to the Department or its designee , Chief Financial Officer, or Auditor General upon request for a period of five years from the date the audit report is issued , unless extended in writing by the Department, 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 $5, 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 closing of title . (b) The Recipient shall maintain all records , for the Recipient 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 - Attachment A - and all other applicable laws and regulations. (c) The Recipient, its employees or agents, including all subcontractors or consultants to be paid from funds provided under this Agreement, shall allow access to its records at reasonable times to the Department, its employees, and agents. " Reasonable" shall be construed according to the circumstances but ordinarily shall mean during normal business hours of 8:00 a . m . to 5: 00 p. m . , local time , on Monday through Friday. "Agents" shall include , but not be limited to, auditors retained by the Department. 2 (f) AUDIT REQUIREMENTS (a ) The Recipient 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 the Department. "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) The Recipient shall also provide the Department with the records, reports or financial statements upon request for the purposes of auditing and monitoring the funds awarded under this Agreement. (d ) If the Recipient is a nonstate entity as defined by Section 215 .97 , Fla . Stat. , it shall comply with the following : In the event that the Recipient expends a total amount of State financial assistance equal to or in excess of $500, 000 in any fiscal year of such Recipient, the Recipient must have a State single or project-specific audit for such fiscal year in accordance with Section 215. 97 , Fla. Stat. ; applicable rules of the Executive Office of the Governor and the Chief Financial Officer; and Chapters 10.550 ( local government entities) or 10 . 650 (nonprofit and for-profit organizations), Rules of the Auditor General . EXHIBIT 1 to this Agreement indicates State financial assistance awarded through the Department by this Agreement. In determining the State financial assistance expended in its fiscal year, the Recipient shall consider all sources of State financial assistance , including State funds received from the Department, other state agencies , and other nonstate entities . State financial assistance does not include Federal direct or pass-through awards and resources received by a nonstate entity for Federal program matching requirements. In connection with the audit requirements addressed in this Paragraph 6 (d ) above , the Recipient shall ensure that the audit complies with the requirements of Section 215 . 97(7) , Fla . Stat. This includes submission of a reporting package as defined by Section 215.97(2)(d ) , Fla . Stat. and Chapters 10 . 550 (local governmental entities ) or 10. 650 (nonprofit and for-profit organizations ), Rules of the Auditor General . If the Recipient expends less than $500,000 in State financial assistance in its fiscal year, an audit conducted in accordance with the provisions of Section 215.97, Fla . Stat, is not required . In the event that the Recipient expends less than $500 ,000 in state financial assistance in its fiscal year and elects to have an audit conducted in accordance with the provisions of Section 215.97, Fla . Stat , the cost of the audit must be paid from the nonstate entity's resources (i . e . , the cost of such an audit must be paid from the Recipient's resources obtained from other than State entities) . Additional 3 information on the Florida Single Audit Act may be found at the following website : http :Uwww. state .fl , usifsaalstatutes . htmi . (e) Report Submission 1 . The annual financial audit report shall include all management letters and the Recipient's response to all findings , including corrective actions to be taken . 2 . The annual financial audit report shall include a schedule of financial assistance specifically identifying all Agreement and other revenue by sponsoring agency and Agreement number. 3. Copies of financial reporting packages required under this Paragraph 6 shall be submitted by or on behalf of the Recipient directly to each of the following : The Department of Community Affairs at each of the following addresses : Department of Community Affairs Office of Audit Services 2555 Shumard Oak Boulevard Tallahassee , Florida 32399-2100 [an electronic copy shall also be submitted to aurilla.parrish@dca. state.fl. us] and Department of Community Affairs (program office) 2555 Shumard Oak Boulevard Tallahassee, Florida 32399-2100 The Auditor General's Office at the following address : Auditor General's Office Room 401 , Claude Pepper Building 111 West Madison Street Tallahassee , Florida 32399-1450 4 . Any reports , management letter, or other information required to be submitted to the 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. 5. Recipients , when submitting financial reporting packages to the 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 the Recipient in correspondence accompanying the reporting package . (f) In the event the audit shows that the entire funds disbursed hereunder, or any portion thereof, were not spent in accordance with the conditions of this Agreement, the Recipient shall be held liable for reimbursement to the 4 Department of all funds not spent in accordance with these applicable regulations and Agreement provisions within thirty (30) days after the Department has notified the Recipient of such non-compliance. (g ) The Recipient shall have all audits completed in accordance with Section 215. 97 , Fla . Stat. by an independent certified public accountant (IPA) who shall either be a certified public accountant or a public accountant licensed under Chapter 473, Fla . Stat. The IPA shall state that the audit complied with the applicable provisions noted above . The audit must be submitted to the Department no later than nine (9) months from the end of the Recipient' s fiscal year. (7 ) REPORTS (a) The Recipient shall provide reports as identified in the Scope of Work (Attachment A) of this agreement. (b ) If all required reports and copies, prescribed above , are not sent to the Department or are not completed in a manner acceptable to the Department, the Department may withhold further payments until they are completed or may take such other action as set forth in Paragraph ( 11 ) REMEDIES . "Acceptable to the Department" means that the work product was completed in accordance with the Budget and Scope of Work . (c) The Recipient shall provide such additional program updates or information as may be required by the Department. (8) MONITORING . The Recipient 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, the Budget and Scope of Work is accomplished within the specified time periods, and other performance goals stated in this Agreement are achieved . Such review shall be made for each function or activity set forth in Attachment A to this Agreement, 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, Fla. Stat. (see Paragraph (6) 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, the Recipient agrees to comply and cooperate with all monitoring procedures/processes deemed appropriate by the Department. In the event that the Department determines that a limited scope audit of the Recipient is appropriate, the Recipient agrees to comply with any additional instructions provided by the Department to the Recipient regarding such audit. The Recipient further agrees to comply and cooperate with any 5 inspections , reviews , investigations or audits deemed necessary by the Chief Financial Officer or Auditor General . In addition , the Department will monitor the performance and financial management by the Recipient throughout the contract term to ensure timely completion of all tasks. (9) LIABILITY. (a ) Unless Recipient is a State agency or subdivision , as defined in Section 768 .28 , Fla . Stat. , the Recipient shall be solely responsible to parties with whom it shall deal in carrying out the terms of this Agreement, and shall hold the Department harmless against all claims of whatever nature by third parties arising out of the performance of work under this agreement. For purposes of this Agreement, Recipient agrees that it is not an employee or agent of the Department, but is an independent contractor. (b ) Any Recipient who is a state agency or subdivision , as defined in Section 768 . 28, Fla . Stat. , agrees to be fully responsible to the extent provided by Section 768.28 Fla . Stat. for its negligent acts or omissions or tortious acts which result in claims or suits against the Department, and agrees to be liable for any damages proximately caused by said acts or omissions . Nothing herein is intended to serve as a waiver of sovereign immunity by any Recipient to which sovereign immunity applies. Nothing herein shall be construed as consent by a state agency or subdivision of the State of Florida to be sued by third parties in any matter arising out of any contract. ( 10) DEFAULT. If any of the following events occur ("Events of Default"), all obligations on the part of the Department to make any further payment of funds hereunder shall , if the Department so elects, terminate and the Department may, at its option , exercise any of its remedies set forth in Paragraph ( 11 ) , but the Department may make any payments or parts of payments after the happening of any Events of Default without thereby waiving the right to exercise such remedies , and without becoming liable to make any further payment: (a ) If any warranty or representation made by the Recipient in this Agreement or any previous Agreement with the Department shall at any time be false or misleading in any respect, or if the Recipient shall fail to keep, observe or perform any of the obligations , terms or covenants contained in this Agreement or any previous agreement with the Department and has not cured such in timely fashion, or is unable or unwilling to meet its obligations thereunder; (b) If any material adverse change shall occur in the financial condition of the Recipient at any time during the term of this Agreement, and the Recipient fails to cure said material adverse change within thirty (30) days from the time the date written notice is sent by the Department. 6 (c) If any reports required by this Agreement have not been submitted to the Department or have been submitted with incorrect, incomplete or insufficient information; (d ) If the Recipient has failed to perform and complete in timely fashion any of its obligations under this Agreement. ( 11 ) REMEDIES. Upon the happening of an Event of Default, then the Department may, at its option , upon thirty (30) calendar days prior written notice to the Recipient and upon the Recipient'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 the Recipient is given at least thirty (30) days prior written notice of such termination. The notice shall be effective when placed in the United States mail , first class mail , postage prepaid , by registered or certified mail-return receipt requested , to the address set forth in Paragraph ( 13) 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 the Recipient 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 the Recipient to suspend , discontinue or refrain from incurring costs for any activities in question or 4 . requiring the Recipient to reimburse the Department for the amount of costs incurred for & y items determined to be ineligible; (e) Require that the Recipient return to the 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) Exercise any other rights or remedies which may be otherwise available under law; (g ) The pursuit of any one of the above remedies shall not preclude the Department from pursuing any other remedies contained herein or otherwise provided at law or in equity. No waiver by the Department of any right or remedy granted hereunder or failure to insist on strict performance by the Recipient shall affect or extend or act as a waiver of any other right or remedy of the Department hereunder, or affect the subsequent exercise of the same right or remedy by the Department for any further or subsequent default by the Recipient. ( 12) TERMINATION . 7 (a ) The 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 the Recipient to permit public access to any document, paper, letter, or other material subject to disclosure under Chapter 119, Fla. Stat. , as amended . (b ) The 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 the Recipient 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 , the Recipient will not incur new obligations for the terminated portion of the Agreement after the Recipient has received the notification of termination . The Recipient 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 , the Recipient shall not be relieved of liability to the Department by virtue of any breach of Agreement by the Recipient. The Department may, to the extent authorized by law , withhold any payments to the Recipient for purpose of set-off until such time as the exact amount of damages due the Department from the Recipient is determined . ( 13 ) NOTICE AND CONTACT. (a ) All notices provided under or pursuant to this Agreement shall be in writing , either by hand delivery , or first class, certified mail , return receipt requested , to the representative identified below at the address set forth below and said notification attached to the original of this Agreement. (b ) The name and address of the Department contract manager for this Agreement is : Benjamin L. Nash , Government Analyst II 2555 Shumard Oak Blvd . Rm . 250D Tallahassee, FL. 32399-2100 Telephone: (850) 922- 1450 Fax: (850 ) 922-5623 Email : benjamin .nash@dca .state.fl . us (c) The name and address of the Representative of the Recipient responsible for the administration of this Agreement is: 2KA fVS irvawn l�-IRer C�n,n�✓1 Telephone : 17d - alab -jd40 Fax: -772. - 9V49 - 1806 Email: m-cans p tuwo9. irc, A .Qfn 8 (d ) In the event that different representatives or addresses are designated by either party after execution of this Agreement, notice of the name, title and address of the new representative will be rendered as provided in ( 13)(a ) above. ( 14) SUBCONTRACTS If the Recipient subcontracts any or all of the work required under this Agreement, a copy of the unsigned subcontract must be forwarded to the Department for review and approval prior to execution of the subcontract by the Recipient. The Recipient 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 the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. Each subcontractor's progress in performing its work under this Agreement shall be documented in the quarterly report submitted by the Recipient. For each subcontract, the Recipient shall provide a written statement to the Department as to whether that subcontractor is a minority vendor, as defined in Section 288 .703, Fla . Stat. ( 15) TERMS AND CONDITIONS This Agreement contains all the terms and conditions agreed upon by the parties . ( 16 ) ATTACHMENTS (a ) All attachments to this Agreement are incorporated as if set out fully herein . (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. (c) This Agreement has the following attachments: Exhibit 1 - Funding Sources Attachment A — Scope of Work Attachment B — Project Budget Attachment C — Project Guidelines Attachment D — Justification of Advance Attachment E — Warranties and Representations Attachment F — Request for Payment Form 9 Attachment G – State of Florida Voucher for Reimbursement of Travel Expenses ( 17) FUNDING/CONSIDERATION (a) This is a cost-reimbursement Agreement. The Recipient shall be reimbursed for costs incurred in the satisfactory performance of work hereunder in an amount not to exceed $ 19,260. 00 subject to the availability of funds . (b) Any advance payment under this Agreement is subject to Section 216 . 181 ( 16), Fla . Stat. , and is contingent upon the Recipient's acceptance of the rights of the Department under Paragraph ( 12)( b) of this Agreement. The amount which may be advanced may not exceed the expected cash needs of the Recipient within the first three (3) months of the contract term . If an advance payment is requested , the budget data on which the request is based and a justification statement shall be included in this Agreement as Attachment E . Attachment E will specify the amount of advance payment needed and provide an explanation of the necessity for and proposed use of these funds . 1 . —X--- No advance payment is requested . 2 . An advance payment of $ is requested . (c) After the initial advance , if any, payment shall be made on a reimbursement basis as needed . The Recipient agrees to expend funds in accordance with the Budget and Scope of Work, Attachment A of this Agreement. 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 or the Office of Management and Budgeting , all obligations on the part of the Department to make any further payment of funds hereunder shall terminate , and the Recipient shall submit its closeout report within thirty (30 ) days of receipt of notice from the Department. ( 18) REPAYMENTS All refunds or repayments to be made to the Department under this Agreement are to be made payable to the order of "Department of Community Affairs", and mailed directly to the Department at the following address: Department of Community Affairs Cashier Finance and Accounting 2555 Shumard Oak Boulevard Tallahassee FL 32399-2100 In accordance with Section 215. 34(2), Fla . Stat. , if a check or other draft is returned to the Department for collection , Recipient shall pay to the 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. ( 19 ) VENDOR PAYMENTS. 10 Pursuant to Section 215 .422, Fla . Stat. , the Department shall issue payments to vendors within 40 days after receipt of an acceptable invoice and receipt, inspection , and acceptance of goods and/or services provided in accordance with the terms and conditions of the Agreement. Failure to issue the warrant within 40 days shall result in the Department paying interest at a rate as established pursuant to Section 55 . 03( 1 ) Fla . Stat. The interest penalty shall be paid within 15 days after issuing the warrant. Vendors experiencing problems obtaining timely payment(s) from a state agency may receive assistance by contacting the Vendor Ombudsman at (850) 413-5516. (20) 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 the Recipient in this Agreement, in any subsequent submission or response to Department request, or in any submission or response to fulfill the requirements of this Agreement, and such information , representations, and materials are incorporated by reference . The lack of accuracy thereof or any material changes shall , at the option of the Department and with thirty (30) days written notice to the Recipient, cause the termination of this Agreement and the release of the Department from all its obligations to the Recipient. (b ) This Agreement shall be construed under the laws of the State of Florida , and venue for any actions arising out of this Agreement shall lie in Leon County. If any provision hereof is in conflict with any applicable statute or rule , or is otherwise unenforceable, then such provision shall be deemed null and void to the extent of such conflict, and shall be deemed severable, but shall not invalidate any other provision of this Agreement. (c) Any power of approval or disapproval granted to the Department under the terms of this Agreement shall survive the terms and life of this Agreement as a whole . (d ) The Agreement may be executed in any number of counterparts, any one of which may be taken as an original . (e) The Recipient agrees to comply with the Americans With Disabilities Act (Public Law 101 -336, 42 U . S. C . Section 12101 et sea . ), if applicable , which prohibits discrimination by public and private entities on the basis of disability in the areas of employment, public accommodations, transportation , State and local government services , and in telecommunications . (f) A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids 11 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) An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide 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 award or perform work as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity. (h) The State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature , and subject to any modification in accordance with Chapter 216 , Fla . Stat. or the Florida Constitution . (i) All bills for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof. Q ) If otherwise allowed under this Agreement, all bills for any travel expenses shall be submitted in accordance with Section 112 . 061 , Fla . Stat. (k) The Department of Community Affairs reserves the right to unilaterally cancel this Agreement for refusal by the Recipient to allow public access to all documents, papers , letters or other material subject to the provisions of Chapter 119 , Fla . Stat. , and made or received by the Recipient in conjunction with this Agreement. (1 ) If the Recipient is allowed to temporarily invest any advances of funds under this Agreement , any interest income shall either be returned to the Department or be applied against the Department's obligation to pay the contract amount . (m) 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")] . The Department shall consider the employment by any contractor of unauthorized aliens a violation of Section 274A(e) of the INA. Such violation by the Recipient of the employment provisions contained in Section 274A(e) of the INA shall be grounds for unilateral cancellation of this Agreement by the Department. 12 (n) The Recipient is subject to Florida's Government in the Sunshine Law ( Section 286 . 011 , Fla . Stat. ) with respect to the meetings of the Recipient'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 , Fla . Stat. (21 ) STATE LOBBYING PROHIBITION . No funds or other resources received from the Department in connection with this Agreement may be used directly or indirectly to influence legislation or any other official action by the Florida Legislature or any state agency. (22 ) 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 RECIPIENT TO THE STATE OF FLORIDA. (a) If the Recipient brings to the performance of this Agreement a pre-existing patent or copyright, the Recipient 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 , the Recipient shall refer the discovery or invention to the 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 , the Recipient shall notify the Department. Any and all copyrights accruing under or in connection with the performance under this Agreement are hereby transferred by the Recipient to the State of Florida . (c) Within thirty (30) days of execution of this Agreement, the Recipient 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. The Recipient 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. The Department shall then , under Paragraph (b ), have the right to all patents and copyrights which accrue during performance of the Agreement. (23 ) PROPERTY MANAGEMENT. 13 (a) Title to equipment acquired by a Recipient with State funds shall vest in the Recipient, subject to conditions of this section . The Recipient must continue the operation , maintenance , repair and administration of any equipment or other personal property purchased under this Agreement in accordance with the purposes for which the funds were originally appropriated and for the period of time expressly specified in the Agreement or, failing to do so , the Recipient must return to the Department the subgrant funds used to purchase the property. (b ) The Recipient shall not use equipment acquired with State funds to provide services to non-State outside organizations for a fee that is less than private companies charge for equivalent services , unless specifically authorized by Florida statute, for as long as the State retains an interest in the equipment. (c) The Recipient shall use the equipment in the project or program for which it was acquired as long as needed , whether or not the project or program continues to be supported by State funds and shall not encumber the property without approval of the Department. When no longer needed for the original project or program , the Recipient shall use the equipment in connection with its other State-sponsored activities, in the following order of priority: (i) Activities sponsored by the Department, then (ii ) activities sponsored by other State agencies. (d ) During the time that equipment is used on the project or program for which it was acquired , the Recipient shall make it available for use on other projects or programs if such other use will not interfere with the work on the project or program for which the equipment was originally acquired . First preference for such other use shall be given to other projects or programs sponsored by the Department; second preference shall be given to projects or programs sponsored by other State agencies . If the equipment is owned by the State of Florida , use on other activities not sponsored by the State of Florida shall be permissible if authorized by the Department. User charges shall be treated as program income . (e ) When acquiring replacement equipment, the Recipient may use the equipment to be replaced as trade-in or sell the equipment and use the proceeds to offset the costs of the replacement equipment subject to the approval of the Department. (f) The Recipients property management standards for equipment acquired with State and State-owned equipment shall include all of the following . ( 1 ) Equipment records shall be maintained accurately and shall include the following information . (i) A description of the equipment. 14 (ii) Manufacturer's serial number, model number, Federal stock number, national stock number, or other identification number. (iii) Source of the equipment, including the award number. (iv) Whether title vests in the Recipient or the State of Florida . (v) Acquisition date (or date received , if the equipment was furnished by the State of Florida ) and cost. (vi ) Information from which one can calculate the percentage of State participation in the cost of the equipment (not applicable to equipment furnished by the State of Florida) . (vii ) Location and condition of the equipment and the date the information was reported . (viii ) Unit acquisition cost. (ix) Ultimate disposition data, including date of disposal and s(ix) Ultimate disposition data, including date of disposal and sales price or the method used to determine current fair market value where a Recipient compensates the Department for its share . (2) Equipment owned by the State of Florida shall be identified to indicate State ownership. (3) A physical inventory of equipment shall be taken and the results reconciled with the equipment records at least once every two years. Any differences between quantities determined by the physical inspection and those shown in the accounting records shall be investigated to determine the causes of the difference . The Recipient shall , in connection with the inventory, verify the existence, current utilization , and continued need for the equipment. (4) A control system shall be in effect to insure adequate safeguards to prevent loss , damage , or theft of the equipment. Any loss , damage, or theft of equipment shall be investigated and fully documented ; if the equipment was owned by the State of Florida, the Recipient shall promptly notify the Department. (5) Adequate maintenance procedures shall be implemented to keep the equipment in good condition . (6) Where the Recipient is authorized or required to sell the equipment, proper sales procedures shall be established which provide for competition to the extent practicable and result in the highest possible return . (g) When the Recipient no longer needs the equipment, the equipment may be used for other activities in accordance with the following standards . For equipment with a current per unit fair market value of $5000 or more , the Recipient may retain the equipment for other uses provided that compensation is made to the Department. The amount of compensation shall be computed by applying the percentage of State participation in the cost of the original project or program to the current fair market value of the equipment . If the Recipient has no need for the equipment, the Recipient shall request disposition instructions from the Department. The Department shall determine whether the equipment can be used to meet the Department's requirements. If no requirement exists within that agency, the availability of the equipment shall be reported to the Department of Management Services by the Department to determine whether a 15 requirement for the equipment exists in other State agencies . The Department shall issue instructions to the Recipient no later than 120 calendar days after the Recipient's request and the following procedures shall govern . (1 ) If so instructed or if disposition instructions are not issued within 120 calendar days after the Recipient's request, the Recipient shall sell the equipment and reimburse the Federal awarding agency an amount computed by applying to the sales proceeds the percentage of Federal participation in the cost of the original project or program . However, the Recipient shall be permitted to deduct and retain from the State share $500 or ten percent of the proceeds, whichever is less, for the Recipient's selling and handling expenses . (2) If the Recipient is instructed to ship the equipment elsewhere , the Recipient shall be reimbursed by the State of Florida by an amount which is computed by applying the percentage of the Recipient's participation in the cost of the original project or program to the current fair market value of the equipment, plus any reasonable shipping or interim storage costs incurred . (3) If the Recipient is instructed to otherwise dispose of the equipment, the Recipient shall be reimbursed by the Department for such costs incurred in its disposition . (4 ) The Department may reserve the right to transfer the title to the State of Florida or to a third party named by the State when such third party is otherwise eligible under existing statutes. Such transfer shall be subject to the following standards . (i) The equipment shall be appropriately identified in the award or otherwise made known to the Recipient in writing . (i) The Department shall issue disposition instructions within 120 calendar days after receipt of a final inventory. The final inventory shall list all equipment acquired with grant funds and federally-owned equipment. If the Department fails to issue disposition instructions within the 120 calendar day period , the Recipient shall apply the standards of this section , as appropriate. (iii ) When the Department exercises its right to take title , the equipment shall be subject to the provisions for State-owned equipment. (24) LEGAL AUTHORIZATION . The Recipient certifies with respect to this Agreement that it possesses the legal authority to receive the funds to be provided under this Agreement and that, if applicable , its governing body has authorized , by resolution or otherwise, the execution and acceptance of this Agreement with all covenants and assurances contained herein . The Recipient also certifies that the undersigned possesses the authority to legally execute and bind Recipient to the terms of this Agreement. (25) ASSURANCES . The Recipient shall comply with any Statement of Assurances incorporated as Attachment 1 . IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed by their undersigned officials as duly authorized . 16 Recipient: Y: Namean title: Sandra L . Bowden , Chairman Date: December 12 , 2007 SAMAS # FID# STATE OF FLORIDA DEPARTMENT OF COMMUNITY AFFAIRS BY: Name and TRIe: Benjamin I _ Na ch Gnvarnmant / n ;41 �/ S 11 Date: 17 Recipient Name dtdle: Sandra L . Bowden , Chairman Date: December 12 , 2007 I SAMAS # FID# J t 14 = 6 7 1 STATE OF FLORIDA DEPART OF CO U AFFAIRS 7 BY: Name a Title: ' ng, a C&« _ Date: n„Y 17 EXHIBIT - 1 STATE RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: MATCHING RESOURCES FOR FEDERAL PROGRAMS : NOTE7 If the resources awarded to the recipient for matching represent more than one Federal program provide the same information shown below for each Federal program and show total State resources awarded for matching . Federal Program (list Federal agency Catalog of Federal Domestic Assistance title and number) - amount SUBJECT TO SECTION 215.97 FLORIDA STATUTES: NOTE If the resources awarded to the recipient represent more than one State oroiect, provide the same information shown below for each State oroiect and show total state financial assistance awarded that is subject to Section 215.97 Florida Statutes . State Project (list State awarding agency, Catalog of State Financial Assistance title and number) — DCA, 52 .038 COMPLIANCE REQUIREMENTS APPLICABLE TO STATE RESOURCES AWARDED PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS: List applicable compliance requirements as follows: 1 . First applicable compliance requirement (e.g. , what services/purposes resources must be used for) . Florida Local Update of Census Addresses 2. Second applicable compliance requirement (e.g. , eligibility requirements for recipients of the resources). U . S . Census Bureau 's Update of Census Addresses Requirements to be provided by the U . S . Census Bureau . 3. Etc. State awarding agency may elect to use language that requires the recipient to comply with the requirements of applicable provisions of specific laws, rules, regulations, etc. NOTE: instead of listing the specific compliance requirements as shown above, in the example, the language may state that the recipient must comply with a specific !awls), rule(s), or regulation(s) that pertains to how the awarded resources must be used or how eligibility determinations are to be made. The State awarding agency, if practical, may want to attach a copy of the specific taw, rule, or regulation referred to. NOTE: Section .400(d ) of OMB Circular A-133 , as revised , and Section 215.97(5)(a) , Florida Statutes, require that the information about Federal Programs and State Projects included in Exhibit 1 be provided to the recipient. 18 Attachment A Scope of Work OVERVIEW: Recipient shall update the U .S . Census Bureau's official master address file (MAF ) that will be used to deliver the 2010 Census forms. It is essential that this master address file contain all addresses where Floridians reside . In this way the 2010 Census will reflect a complete and accurate count in Florida ensuring that cities and counties receive their fair share of state and federal funds. Recipient shall use the technical assistance funding provided in this Agreement to help with a variety of costs associated with the review and update of addresses within its jurisdiction . Eligible expenses include technology (purchase , lease or upgrade of computer-related equipment and software); overtime pay for full-time workers and salaries for temporary workers; travel and training ; and contractual agreements with other Florida governmental entities (regional planning councils , state universities , community colleges, or other cities or counties). All subcontracts shall be in accordance with Section (14) fourteen of this Agreement. SCOPE OF WORK : ( 1 ) Within ten ( 10) days of Agreement execution , the Recipient shall provide the following in writing to the Department for the Department's approval : • Description of the process for updating the Census Bureau 's master address file . Project work plan (timeline); this shall be detailed by month and year and include an estimate of how long it will take to complete the update of addresses within the Recipient's jurisdiction . (2 ) The Recipient shall provide to the Department by the 10" day of each month following the activity, a monthly progress report which details how much work has been completed and a financial report which details the monthly expenditures that were incurred during the previous month . The following information shall be included — Grant Progress Report Financial Report Total number of addresses that have been verified , Monthly expenditures with all backup documentation by updated, added , or deleted in the MAF Bud et line item Percentage of total project completion Project to date expenditures by Budget line item Updated project work plan (timeline ) of total project Remaining funds under Agreement by But line item completion (3) The Recipient must provide a closeout package to the Department within thirty (30) days of the expiration date of the Agreement or upon completion of the scope of work (whichever occurs first) . The closeout package shall include the following — Project accomplishments and outcomes , total number of addresses that were verified , updated , added , and deleted in the MAF , percentage of total project completed . Final financial report that shows total project to date expenditures by Budget line item . The Recipient must document all program expenditures with the appropriate invoices and receipts . All invoices and receipts must be submitted with the standard reimbursement request form that will be provided by the Department in an order and format that is reasonable and acceptable to the Department. The Department must be able to correlate all expenditures with the appropriate invoices . Each expenditure listed in the reimbursement request must be adequately labeled and identified , supported with the appropriate invoice and proof of payment. If travel is submitted with a reimbursement request, the Recipient must submit a State of Florida Voucher For Reimbursement of Travel Expenses and all receipts for each traveler included in the reimbursement request. All travel expenditures must be in accordance with Section 112 .061 F .S. The Recipient may submit reimbursement requests as frequently as necessary. 19 Attachment B Project Budget 20 Attachment C Project Guidelines INELIGIBLE USE OF FUNDS The Recipient may not expend funds under this agreement for any of the following items : • T-shirts , hats, clothing accessories or similar promotional items • Payments to or for the benefit of any officer, director, or member of the Board of Directors of Recipient • Congratulatory telegrams • Flowers and/or telegraphic condolences Presentment of plaque for outstanding services Entertainment for visiting dignitaries Food or Beverages Decorative items ( such as globes, statues, potted plants , picture frames, wall hangings , etc.) Greeting cards to convey holiday greetings • Alcoholic beverages • Portable heaters and fans , refrigerators, stoves , microwave ovens, coffee pots , coffee mugs , etc . • Clocks for private offices Political contributions Lobbying of the State Legislature CONFLICT OF INTEREST 1 . A conflict of interest occurs anytime there is a conflict between the private interest of an individual and the official responsibilities of that person in a position of trust. The Recipient is responsible for ensuring that the Recipient's staff or affiliated sub-contractors cannot benefit from resources of this agreement. 2. The procurement of goods or services by state agencies is subject to certain requirements under Chapter 287, Florida Statutes , which are made applicable to the Recipient under the terms of this agreement. Under Section 287 .057, F.S . , the persons participating in the process of selecting the goods and services must be independent of and may not have any interest in of the entities being evaluated . The Recipient has a fiduciary obligation to see that funds are only used for public purposes and for the purposes for which the funds were intended . 3 . If the Recipient or representative of the Recipient violates these conflict of interest provisions, it shall be deemed an Event of Default and the Department shall have the right to exercise any and all remedies in law or equity and as set forth in Section 10 of this agreement, including suspension or termination if this agreement. 21 Attachment D JUSTIFICATION OF ADVANCE PAYMENT RECIPIENT : Indicate by checking one of the boxes below, if you are requesting an advance. If an advance payment is requested, budget data on which the request is based must be submitted. Any advance payment under this Agreement is subject to s. 216.181(16)(a)(b), Florida Statutes. The amount which may be advanced shall not exceed the expected cash needs of the recipient within the initial three months. [ ] ADVANCE REQUESTED [� NO ADVANCE REQUESTED Advance payment of s is requested. Balance of No advance payment is requested. Payment payments will be made on a reimbursement basis. These funds will be solely on a reimbursement basis. No are needed to pay staff, award benefits to clients, duplicate additional information is required. forms and purchase start-up supplies and equipment. We would not be able to operate the program without this advance. ADVANCE REQUEST WORKSHEET If you are requesting an advance, complete the following worksheet (A) (B) (C) (D) FFY 2005 FFY 2006 FFY 2007 Total DESCRIPTION I INITIAL CONTRACT ALLOCATION 2 FIRST THREE MONTHS CONTRACT EXPENDITURES ` 3 AVERAGE PERCENT EXPENDED IN FIRST THREE MONTHS Divide line 2 b line 1 . First three months expenditures need only be provided for the years in which you requested an advance. If you do not have this information, call your consultant and they will assist you. MAXIMUM ADVANCE ALLOWED CALULATION : X S Cell D3 DCA Award M MMUM (Do not include any match) ADVANCE REQUEST FOR WAIVER OF CALCULATED MAXIMUM [ J Recipient has no previous DCA contract history. Complete Estimated Expenses chart and Explanation of Circumstances below. [ ] Recipient has exceptional circumstances that require an advance greater than the Maximum Advance calculated above. Complete estimated expenses chart and Explanation of Circumstances below. Attach additional pages if needed. 22 ESTIMATED EXPENSES BUDGET CATEGORY 2007-2008 Anticipated Expenditures for First Three Months of Contract ADMINISTRATIVE COSTS Include Secondary Administration. PROGRAM EXPENSES TOTAL EXPENSES Explanation of Circumstances: 23 Attachment E Warranties and Representations Financial Management Recipient's financial management system shall provide for the following : ( 1 ) Accurate, current and complete disclosure of the financial results of this project or program (2) Records that identify adequately the source and application of funds for all activities . These records shall contain information pertaining to grant awards , authorizations, obligations, unobligated balances , assets , outlays, income and interest. (3) Effective control over and accountability for all funds, property and other assets . Recipient shall adequately safeguard all such assets and assure that they are used solely for authorized purposes. (4) Comparison of expenditures with budget amounts for each Request For Payment. Whenever appropriate, financial information should be related to performance and unit cost data . (5 ) Written procedures for determining the reasonableness, allocability and allowability of costs in accordance with the provisions of the applicable cost principles and the terms and conditions of this grant. (6) Accounting records , including cost accounting records that are supported by source documentation . Competition . All procurement transactions shall be conducted in a manner to provide, to the maximum extent practical , open and free competition . The Recipient shall be alert to conflicts of interest as well as noncompetitive practices among contractors that may restrict or eliminate competition or otherwise restrain trade . In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements , statements of work, invitations for bids and/or requests for proposals shall be excluded from competing for such procurements . Awards shall be made to the bidder or offeror whose bid or offer is responsive to the solicitation and is most advantageous to the Recipient, price, quality and other factors considered . Solicitations shall clearly set forth all requirements that the bidder or offeror shall fulfill in order for the bid or offer to be evaluated by the Recipient. Any and all bids or offers may be rejected when it is in the Recipient's interest to do so. Codes of conduct. The Recipient shall maintain written standards of conduct governing the performance of its employees engaged in the award and administration of contracts. No employee , officer, or agent shall participate in the selection , award , or administration of a contract supported by public grant funds if a real or apparent conflict of interest would be involved . Such a conflict would arise when the employee , officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein , has a financial or other interest in the firm selected for an award . The officers , employees, and agents of the Recipient shall neither solicit nor accept gratuities, favors, or anything of monetary value from contractors , or parties to subcontracts. The standards of conduct shall provide for disciplinary actions to be applied for violations of such standards by officers , employees, or agents of the recipient. Business Hours The Recipient shall have its offices open for business, with the entrance door open to the public, and at least one employee on site, from 8: 00 a.m . to 5 :00 p .m . Monday through Friday. Licensing and Permitting All subcontractors or employees hired by the Recipient shall have all current licenses and permits required for all of the particular work for which they are hired by the Recipient. 24 Attachment F REQUEST FOR PAYMENT FORM Date : Contract #: Payment Request #: Project Area : _ To: Benjamin L . Nash , Government Analyst II Florida Department of Community Affairs Division of Housing and Community Development 2555 Shumard Oak Blvd , Rm . 250D Tallahassee , FL. 32399-2100 From : ( Recipient Name) (Office Address) Subject: Reimbursement Request for Contract Expenditure(s) Please process the following payment request. Item # Date of Item Description Amount Due Transaction Total Amount Contract Balance. Contract Beginning Balance Less Total Payments Requested From HCD Less This Warrant Amount Contract Balance After This Warrant Contract Administrator: Date : "Attach to this document all required backup documentation and/or receipts to verify the above charge(s). 25 Attachment G State of Florida Voucher For Reimbursement of Travel Expenses 26