1-08 APPENDIX D FEDERAL - DAVIS BACON - REQUIREMENTS.pdf

APPENDIX D

FEDERAL (DAVIS BACON) REQUIREMENTS

A. Procurement:

1. SUBRECIPIENT shall comply with current COUNTY policy concerning the purchase of equipment and shall maintain inventory records of all non-expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to COUNTY upon termination of this Agreement.

2. Unless specified otherwise within this Agreement, SUBRECIPIENT shall procure all materials, property, or services in accordance with the requirements of 2 C.F.R. §200.

B. Environmental Conditions:

1. Air and Water

a) SUBRECIPIENT agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: Clean Air Act, 42 U.S.C. §7401, et seq.

b) Federal Water Pollution Control Act, as amended, 33 U.S.C., §1251, et seq., and 33 U.S.C. §1318 relating to inspection, monitoring, entry, reports and information, as well as all other regulations and guidelines issued thereunder; and,

c) Environmental Protection Agency (EPA) regulations pursuant to 40 C.F.R. Part 50, as amended.

2. Asbestos:

a) The Asbestos National Emission Standards for Hazardous Air Pollutants (“NESHAP”) regulations specify Work practices for asbestos to be followed during demolitions and renovations of all facilities. SUBRECIPIENT, as the owner, shall notify or shall require its contractor to notify the appropriate state agency before any demolition, or before any renovations that could contain a certain threshold amount of asbestos or asbestos-containing material. SUBRECIPIENT shall contact or require its operator of renovation or demolition to contact the local DEP (Department of Environmental Protection) as they are delegated by the US EPA and authorized under the Florida Statutes to enforce the asbestos NESHAR regulations. Costs incurred from asbestos testing and abatement will be at SUBRECIPIENT’s expense.

b) In the event that asbestos–containing materials or suspected asbestos-containing materials are discovered in the area designated for construction, SUBRECIPIENT assumes responsibility to notify COUNTY, and all Workers of existing asbestos conditions. Notification shall be made on approved EPA Forms and includes posting of notices in accordance with EPA and OSHA Guidelines.

SUBRECIPIENT shall assume all responsibility for compliance with applicable codes and regulations regarding discovery and notification of the presence of asbestos-containing material. Work shall not continue until SUBRECIPIENT, has the suspected asbestos-containing materials analyzed. This will be done promptly by SUBRECIPIENT. If SUBRECIPIENT proceeds after notification by COUNTY not to proceed, the LICENSED CONTRACTOR shall become liable for all costs associated with the cleaning and clearance for occupancy (using TEM clearance testing method set out by the AHERA Regulations) of the structure or site.

c) SUBRECIPIENT will notify the COUNTY in writing immediately upon becoming aware of any material and/or equipment included in the Contract documents that contain asbestos so that alternative material and/or equipment can be submitted.

SUBRECIPIENT, LICENSED CONTRACTOR material and equipment suppliers, and material and equipment manufacturers who provide material and equipment that contain asbestos will be liable for the cost of removal of such material and equipment from the Project and the SUBRECIPIENT shall obtain the acknowledgment of the LICENSED CONTRACTOR and all such suppliers and manufacturers of their liability for such removal.

C. Changes Permitted:

1. Changes in the Work within the general scope of this Agreement, consisting of additions, deletions, revisions, or any combination thereof, may be ordered without invalidating this Agreement, by Change Order signed by COUNTY, SUBRECIPIENT, ARCHITECT, and

LICENSED CONTRACTOR.

D. Work Order/Notice of Change (“Change Order”) Defined:

1. Change Orders shall mean a written order to LICENSED CONTRACTOR executed by COUNTY and SUBRECIPIENT, issued after execution of this Agreement, authorizing and directing a change in the Work or an adjustment in time, or any combination thereof. The Work, price and time may be changed only by Change Order. Changed Work cannot be started until a fully executed Change Order is on file with COUNTY including, but not limited to, Change Orders that need approval of COUNTY’s Board of County Commissioners. No change order can alter the maximum amount of funds awarded under this Agreement.

E. The Davis–Bacon Act of 1931 is a United States federal law that establishes the requirement for paying the local prevailing wages on public Works projects for laborers and mechanics. It applies to "contractors and subcontractors performing on federally funded or assisted contracts in excess of $2,000 for the construction, alteration, or repair (including painting and decorating) of public buildings or public works."

1. EMPLOYEE INTERVIEW FOR DAVIS-BACON LABOR STANDARDS

The Davis-Bacon Act requires interviews by COUNTY, to determine if SUBRECIPIENT is complying with the Federal Davis-Bacon prevailing wages. Applicable wage rates are those rates published by the Department of Labor on the day this Agreement is signed by SUBRECIPIENT or the day an agreement between SUBRECIPIENT and LICENSED CONTRACTOR is signed, whichever is later.

2. The Copeland "Anti-kickback" Act (Pub. L. 73–324, 48 Stat. 948 enacted June 13, 1934, codified at 18 U.S.C. §874) is an act of Congress that supplemented the Davis–Bacon Act of 1931.[1] It prohibits a federal building contractor or subcontractor from inducing an employee into giving up any part of the compensation that he or she is entitled to under the terms of his or her employment contract.

3. SUBRECIPIENT shall be responsible to ensure its LICENSED CONTRACTOR performs the Project as follows:

a) Document attempts to notify Sub-Contractors of Davis Bacon Wage project to obtain bids;

i. Davis Bacon Wage Compliance of all Sub-Contractors;

ii. Ensure COUNTY access to all employees on site;

iii. Submit certified payroll sheets weekly;

b) Posting of Davis Bacon Wage Rates, DOL “Notice to all Employees” and Davis Bacon Poster on site accessible to all Workers;

c) Ensures wage rates to be locked-in at contract award date or the construction start date, whichever occurs first;

d) If using an additional classification and rate, provides U.S. Department of Housing and Urban Development Report of Additional Classification and Rate form;

e) Provide Registrations of Apprentice and/or Trainee’s which has been approved in advance by DOL or State Apprenticeship Program approved by DOL. Apprentice and/or Trainee’s that are not registered must be paid the full rate plus fringe benefits listed on the wage decision for the classification of which they perform; and

f) Converts piece work to the hourly rate, total weekly wages divided by hours worked.

COMMENCEMENT, SUSPENSION, TERMINATION:

A. The Project shall not commence and SUBRECIPIENT shall not obligate any funds under this Agreement until COUNTY has conducted an environmental review, has advertised or posted the findings to allow public comment and has received a release of funding from HUD. Any mitigation of environmental impact will be included in the Project’s scope of Work.

B. In accordance with 2 C.F.R. Part 200.340, COUNTY may suspend, withhold payments, or terminate this Agreement and all payment to SUBRECIPIENT in whole or in part for cause upon seven (7) calendar days’ notice in writing to SUBRECIPIENT. Cause, which shall be determined by COUNTY, includes but is not limited to a) improper use of Project funds, b) failure to comply with the terms and conditions of the Agreement, c) refusal to accept conditions imposed by HUD pertaining to activities covered by this Agreement, d) submittal to COUNTY of documentation which is incorrect or incomplete in any material respect, or e) changes in Federal or State law or the availability of grant funds as identified in Section 3 (Funding) of this Agreement, which render the Project impossible or infeasible.

C. In the event of default, lack of compliance or failure to perform on the part of SUBRECIPIENT, COUNTY reserves the right to exercise corrective or remedial actions, to include, but not necessarily be limited to, requesting additional information from SUBRECIPIENT to determine reasons for or extent of noncompliance or lack of performance; issue a written warning advising

SUBRECIPIENT of deficiency and advising SUBRECIPIENT that more serious sanctions may be taken if situation is not remedied; advise SUBRECIPIENT to suspend, discontinue or not incur costs for activities in question; withhold payment for services provided; or advise SUBRECIPIENT to reimburse COUNTY for amount of costs incurred for any items determined ineligible.

D. In the event of a natural disaster, this Agreement may be suspended or terminated by COUNTY and funds transferred to recovery activities as determined by COUNTY. Funds subject to this provision shall be those that are not contractually committed for construction, design or other such third-party private vendors.

E. In accordance with 2 C.F.R. Part 200.339, with certain exceptions, this Agreement may be terminated in whole or in part for convenience by either COUNTY or SUBRECIPIENT upon written notification to the other and with the written consent of the other. Termination for convenience shall not apply to provisions in this Agreement that require compliance with laws, regulations or ordinances, records retention or to the provision of service to low- and moderate-income persons or other specified beneficiaries.

FUNDING:

A. Funding Withheld:

SUBRECIPIENT shall withhold five (5%) percent of the reimbursed amount prior to paying LICENSED CONTRACTOR. SUBRECIPIENT shall be responsible for paying the withheld five (5%) percent to LICENSED CONTRACTOR at Substantial Completion, upon notification by COUNTY that all necessary documents have been received and Work has been completed to satisfaction. COUNTY maintains the right to withhold reimbursement payment for up to thirty

(30) days until all necessary documents have been submitted. If necessary documents have not been submitted by SUBRECIPIENT and/or LICENSED CONTRACTOR at the end of thirty (30) days, COUNTY may opt to place a temporary or permanent hold order on the project.

B. Progress Payments:

SUBRECIPIENT shall require its LICENSED CONTRACTOR to submit Reimbursement/Payment requests jointly with SUBRECIPIENT to the Department using the following guidelines:

1. All construction costs will be paid by COUNTY directly to SUBRECIPIENT by check made payable to SUBRECIPIENT with LICENSED CONTRACTOR name in the memo line. SUBRECIPIENT shall deposit the check into an owned account and write a check to LICENSED CONTRACTOR for the full amount of the reimbursement minus ten (10%) percent. SUBRECIPIENT shall make a photo copy of the check for submission to COUNTY with the next reimbursement request. All requests for reimbursements must be made either monthly or at ten, thirty, sixty, ninety and one hundred percent (10%, 30%, 60%, 90%, 100%) completion using “Request for Reimbursement/Payment” form obtained from COUNTY and with such supporting data and content as COUNTY may require. Prior to submitting the Reimbursement/Request for Payment, Project architect, LICENSED CONTRACTOR, Project Manager and Construction Coordinator shall meet at the Project site to review and sign off on the Payment/Request for Reimbursement. Construction

Coordinator shall review the submitted Reimbursement/Request for Payment with COUNTY Compliance Monitor for SUBRECIPIENT’s complete submission of required documents prior to approving said request being paid. The Reimbursement/Request for Payment shall include copies of invoices and documentation of payment including Davis Bacon payroll concurrent to the percentages invoiced. Requests for final payment shall include final releases of liens. Referring to the contract between SUBRECIPIENT and LICENSED CONTRACTOR, SUBRECIPIENT may request payment of that portion of the Contract price properly allocable to Contract requirements properly provided, labor, materials and equipment properly incorporated in the Work of that portion of the contract price properly allocable to materials or equipment properly stored on-site (or elsewhere if approved in advance in writing by COUNTY) for subsequent incorporation in the Work.

Any questions or discrepancies must be resolved by SUBRECIPIENT before being paid.

2. COUNTY’s Construction Coordinator shall inspect and approve all Work completed and covered by the Request for Reimbursement/Payment prior to payment being made. Upon successful inspection, Construction Coordinator will inform COUNTY that payment can be made. If the Construction Coordinator finds reason to fail the inspection, COUNTY will withhold payment until the failure is remedied.

3. COUNTY shall make progress payments on account of the Contract price to SUBRECIPIENT within two (2) weeks following the receipt of each Request for Reimbursement/Payment. The amount of each progress payment shall be less such amounts, if any, otherwise owing by SUBRECIPIENT and/or LICENSED CONTRACTOR to COUNTY or which COUNTY shall have the right to withhold as authorized by this Agreement.

4. SUBRECIPIENT shall require LICENSED CONTRACTOR to warrant that title to all Work covered by a Request for Reimbursement/Payment will pass to SUBRECIPIENT no later than the time of payment. SUBRECIPIENT shall require LICENSED CONTRACTOR to further warrant that upon submittal of a Request for Reimbursement/Payment, all Work for which payments have been received from COUNTY shall be free and clear of liens, claims, security interest or other encumbrances in favor of LICENSED CONTRACTOR or any other person or entity whatsoever.

5. SUBRECIPIENT shall require LICENSED CONTRACTOR to pay each sub-contractor, within seven (7) days of receipt of each progress payment, the amount to which the sub-contractor is entitled, reflecting percentages actually retained from progress payment to LICENSED CONTRACTOR on account of the sub-contractor’s portion of the Work.

SUBRECIPIENT shall require LICENSED CONTRACTOR, by appropriate agreement with each sub-contractor, to require each sub-contractor to make payments to the sub-sub-contractors in a similar manner.

6. COUNTY shall have no obligation to pay or see to payment of a sub-contractor except as may otherwise be required by law.

a) In the event COUNTY becomes informed that LICENSED CONTRACTOR has not paid a sub-contractor as herein provided, COUNTY shall have the right, but not the duty, to issue future checks in payment to SUBRECIPIENT and LICENSED CONTRACTOR of amounts otherwise due hereunder naming SUBRECIPIENT, LICENSED CONTRACTOR and such sub-contractor as joint payees. Such joint check procedure, if employed by COUNTY, shall create no rights in favor of any person or entity beyond the right of the named payees to payment of the check and shall not be deemed to commit COUNTY to repeat the procedure in the future.

C. Withheld Payment:

1. COUNTY may decline to make payment, may withhold funds, and, if necessary, may demand the return of some or all of the amounts previously paid to SUBRECIPIENT and/or LICENSED CONTRACTOR, to protect COUNTY from loss because of:

a) Defective Work not remedied by SUBRECIPIENT and/or LICENSED CONTRACTOR nor, in the opinion of COUNTY, likely to be remedied by SUBRECIPIENT and/or LICENSED CONTRACTOR;

b) Claims of third parties against COUNTY or COUNTY’s property or reasonable evidence indicating probable filing of such claims;

c) Failure by LICENSED CONTRACTOR to pay sub-contractors or others in a timely and proper fashion;

d) Evidence that the Work cannot be completed in accordance with this Agreement for the unpaid balance of this Agreement price;

e) Evidence that the Work will not be completed in the time required for Substantial Construction Completion or Final Completion;

f) Persistent failure to carry out the Work in accordance with this Agreement; and/or

g) Damage to COUNTY or a third party to whom COUNTY is, or may be, liable.

2. In the event that COUNTY makes written demand upon SUBRECIPIENT and/or LICENSED CONTRACTOR for amounts previously paid by COUNTY as contemplated in this subparagraph, SUBRECIPIENT shall, and shall cause LICENSED CONTRACTOR to, promptly comply with such demand.

D. Final Statement:

Within thirty (30) days after completion of all services to be performed by it, SUBRECIPIENT and LICENSED CONTRACTOR shall jointly render a final and complete statement to COUNTY of all costs and charges for services not previously invoiced. COUNTY shall not be responsible for payments of any charges, claims or demands of SUBRECIPIENT not received within said thirty (30) day period; however, such time may be extended with COUNTY discretion not to exceed a period of ninety (90) days, provided the delay in its submission is not occasioned by any fault or negligence of SUBRECIPIENT. Payment of the final statement (not to exceed ten (10%) percent of total Agreement amount) will be the responsibility of SUBRECIPIENT (reference item 3(A) herein).

E. Record Maintenance:

Financial records of costs incurred under terms of this Agreement will be maintained and made available upon request by COUNTY at all times during the period of this Agreement and for five

(5) years after the end of this Agreement. Copies of these documents and records will be furnished to COUNTY upon request.

F. HUD Funds:

The source of funding from COUNTY for payment of services performed under this Agreement are grants provided to COUNTY by HUD. SUBRECIPIENT agrees that in the event that any grant is reduced or withheld by HUD, COUNTY shall not be liable for payment of contracted services remaining unfunded by said reduced or withheld grant. In the event that HUD determines that SUBRECIPIENT has not fulfilled its obligations in accordance with the requirements applicable to the grant and/or requests reimbursement of expenses paid under this Agreement, SUBRECIPIENT shall provide said reimbursement from non-federal sources within ten (10) days of said notice from COUNTY.

G. Annual Appropriate:

COUNTY, during any fiscal year, will not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract. Nothing herein contained will prevent the making of contracts for periods exceeding one year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years. Accordingly, COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners, Marion County, Florida.

H. Audit:

SUBRECIPIENT shall have CDBG grant funds in excess of $750,000.00 audited annually, for six

(6) years from the date of Substantial Construction Completion, in conjunction with the regular SUBRECIPIENT audit, by a certified public accountant (CPA) and in accordance with 2 CFR Part

200. All audits covering the use of CDBG funds shall be provided to COUNTY within one hundred and fifty (150) days of the end of SUBRECIPIENT’s fiscal year. If CDBG grant funds are under $750,000.00, SUBRECIPIENT shall submit annual Financial Statements, including profit and loss and balance sheet.

RISK MANAGEMENT, INSURANCE AND INDEMNITY:

A. LOSS CONTROLS/SAFETY

1. Policy must include coverage for Contractual Liability, Independent Contractors and contain no exclusions for explosion, collapse or underground.

2. “Marion County, a political subdivision of the State of Florida, its officials, employees, agents, and volunteers” are to be named as an Additional Insured with a CG 20 26 04 13 Additional Insured – Designated Person or Organization Endorsement or similar endorsement providing equal or broader Additional Insured Coverage in respects to liability arising out of any service performed by or on behalf of SUBRECIPIENT. The coverage shall contain no special limitation on the scope of protection afforded to COUNTY, its officials, employees or volunteers.

3. SUBRECIPIENT’s insurance coverage shall be primary insurance as respects Marion County, a political subdivision of the State of Florida, its officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by COUNTY, its officials, employees, agents, or volunteers shall be excess of SUBRECIPIENT’s insurance and shall be non-contributory.

B. INDEMNITY

SUBRECIPIENT will indemnify, defend, and hold harmless COUNTY and all of its officers, agents and employees from any claim, loss, damage, cost, charge or expense arising out of any act, error, omission or negligent act by SUBRECIPIENT, its agents, employees, or sub-contractors during the performance of the Agreement, except that neither SUBRECIPIENT, its agents, employees nor any of its sub-contractors will be liable under this paragraph for any claim, loss, damage, cost, charge or expense arising out of any act, error, omission or negligent act by County or any of its officers, agents or employees during the performance of the Agreement.

C. INSURANCE

1. WORKER’S COMPENSATION

Shall be purchased and maintained by SUBRECIPIENT with statutory limits in compliance with state and federal laws, Employer’s liability limits of not less than $100,000.00 each accident, $500,000.00 disease policy limit and $100,000.00 disease each employee must be included.

2. GENERAL LIABILITY

Coverage must be afforded under a Commercial General Liability policy with limits of not less than $1,000,000.00 per occurrence and $2,000,000.00 annual aggregate. The policy must be maintained by SUBRECIPIENT for the duration of the Project. If the policy is written on a claim made basis, SUBRECIPIENT must maintain the policy a minimum of five (5) years following completion of Phase I of the Project. Marion County, a political subdivision of the State of Florida must be shown as an Additional Insured.

3. PROFESSIONAL LIABILITY

With limits of not less than $1,000,000.00 per occurrence and $2,000,000.00 annual aggregate. Higher limits may be required for projects valued in excess of $5,000,000.00.

Projects $5,000,000.00 or more will need to be reviewed by Marion County Risk and Benefits Services to determine appropriate Professional Liability limits. The policy must be maintained by SUBRECIPIENT for the duration of the Project. If the policy is written on a claim made basis, SUBRECIPIENT must maintain the policy for a minimum of five

(5) years following the completion of Phase I the Project.

4. These insurance requirements shall not relieve or limit the liability of SUBRECIPIENT.

COUNTY does not in any way represent that these types or amounts of insurance are sufficient or adequate to protect SUBRECIPIENT’s interests or liabilities, but are merely minimums. No insurance is provided by COUNTY under this contract to cover

SUBRECIPIENT.

5. Insurance required of SUBRECIPIENT or any other insurance of SUBRECIPIENT shall be considered primary, and insurance or self-insurance of COUNTY shall be considered excess, as maybe applicable to claims against COUNTY which arise out of this Agreement.

No Work shall be commenced under this Agreement until the required Certificate(s) have been provided. Work shall continue after expiration (or cancellation) of the Certificate and shall not resume until new Certificate(s) have been provided.

COMPLIANCE WITH LAWS:

A. The CDBG Program Grant Manager will be available to SUBRECIPIENT to provide technical guidance on CDBG requirements.

B. SUBRECIPIENT shall not exclude from participation in, deny benefits to, or otherwise discriminate against any person on the grounds of race, color, religion, sex, familial status, national origin, age or disability in the provision of services to their clients.

C. SUBRECIPIENT will comply with applicable Uniform Administrative Requirements as described in 2 CFR Part 200 regulations described in Subpart K of the CDBG regulations, incorporated herein by reference.

D. SUBRECIPIENT warrants that SUBRECIPIENT has not employed or retained any company or person, other than a bona fide employee Working solely for SUBRECIPIENT, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual, or firm any fee, commission, percentage, gift or any other consideration, contingent upon or resulting from the award or making of this Agreement. It is understood and agreed that the term "fee" shall also include brokerage fee, however denoted. For the breach or violation of this paragraph, COUNTY shall have the right to terminate this Agreement without liability.

E. Certification of Anti-Lobbying:

SUBRECIPIENT certifies and discloses that, to the best of SUBRECIPIENT’s knowledge and belief:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence a County Commissioner, or an employee of COUNTY’s Board of County Commissioners, in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement;

and that

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence a County Commissioner, or an employee of COUNTY’s Board of County Commissioners, in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

OTHER REQUIREMENTS:

A. Any capital equipment acquired by SUBRECIPIENT for the purpose of carrying on the Project, must be pre-approved in writing by COUNTY and shall be subject to the provisions of the Property Standards section of 2 CFR Part 200, Subpart D including, but not limited to, the provisions on use and disposition of property.

B. Conflict of Interest: No employee, agent, consultant, officer or elected official or appointed official of SUBRECIPIENT, who exercises or have exercised any function or responsibility with respect to CDBG or who is in position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a CDBG assisted activity, or have a financial interest in any contract, subcontract or agreement with respect to a CDBG assisted project or with respect to the proceed of the CDBG assisted project, either for themselves or those with whom they have a family or business ties, during their tenure or for one year thereafter.

C. Separation of Church and State: CDBG funds may not be used for religious activities. 2 CFR Part 200 specifies the limitations on CDBG funds, and is herein incorporated by reference.

D. SUBRECIPIENT must certify to COUNTY that SUBRECIPIENT shall provide drug- free Workplaces in accordance with the Drug-Free Workplace Act of 1988 (42 U.S.C. 701) and with HUD’s rules at 2 CFR Part 200.

E. SUBRECIPIENT agrees that any news release, article, public service announcement or advertisement or any other type of publicity, program literature, brochures, and letterhead pertaining to the Project, must recognize Marion County Board of County Commissioners and the HUD CDBG as providing funds for the Project.

F. Grant Close-out Procedures: In accordance with 2 C.F.R. Part 200, the grant will be closed out when:

1. All costs to be paid with CDBG funds have been incurred;

2. The Work to be assisted with CDBG funds has actually been completed; and,

3. Other responsibilities of SUBRECIPIENT appear to have been carried out satisfactorily.

Within ninety (90) days of the date it is determined to be completed, SUBRECIPIENT will submit a copy of the final performance and evaluation report (2 C.F.R. Part 200).

MISCELLANEOUS:

A. All words used herein in the singular form will extend to and include the plural. All words used in the plural form will extend to and include the singular. All words used in any gender will extend to and include all genders.

B. In the event that a court of valid jurisdiction finally determines that any provision of this Agreement is illegal or unenforceable, this Agreement will be construed as not containing such provision, and all other provisions which are otherwise lawful will remain in full force and effect, and to this end the provisions of this Agreement are declared to be severable.

C. In the event that 24 CFR Part 570.503 entitled “Agreements with SUBRECIPIENT” should be amended or changed, COUNTY shall amend this Agreement to comply with such changes.

COUNTY will give written notice to SUBRECIPIENT of any such changes.

D. There are no understandings or agreements except as herein expressly stated.

E. This Agreement will be governed by and construed in accordance with the laws of the State of Florida.

F. In any legal action related to this Agreement, instituted by either party, SUBRECIPIENT hereby waives any and all privileges and rights it may have relating to venue, as it now exists or may hereafter be amended, and any and all such privileges and rights it may have under any other statute, rule or case law, including, but not limited to those grounded-on convenience. Any such legal action by either party shall be filed in Marion County, Florida.