Backup Documents 04/28/2020 Item #16A31 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO i 6 A j 1
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s)(List in routing order) Office Initials Date
1.
2.
3. County Attorney Office County Attorney Office /.5 /
S ,1o,2a
4. BCC Office Board of1C-L(-3cas -,
Commissioners ,� 5- -Db
5. Minutes and Records Clerk of Court's Office %...--re!
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees
above,may need to contact staff for additional or missing information.
Name of Primary Staff Jessica Arencibia/GMD 239-252-8345
Contact/ Department
Agenda Date Item was April 28,2020 Agenda Item Number 16A31
Approved by the BCC
Type of Document Gulf Consortium Agreement 200097221.01 Number of Original 1
Attached Documents Attached
PO number or account N/A
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature STAMP OK JA
2. Does the document need to be sent to another agency for additional signatures? If yes, JA
provide the Contact Information(Name;Agency;Address; Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be JA
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's JA
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the JA
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's JA
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip JA
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 4/28/20 and all changes made during the JA N/A is not
meeting have been incorporated in the attached document. The County Attorney's an option for
Office has reviewed the changes,if applicable. this line.
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for the an option for
Chairman's signature. this line.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
Crystal K. Kinzel 16 A 31
cu1T couRT�o Collier County
��, Clerk of the Circuit Court and Comptroller
°� 0 3315 Tamiami Trail East, Suite 102
r Naples, Florida 34112-5324
o`C�FR cotj .�"01a
May 5, 2020
Gulf Consortium
Janina Stamoulis, Chairman
1865 Edison Drive
Englewood, FL 34224
Ms. Stamoulis,
Enclosed is an original of the Gulf Consortium Agreement approved by the Board
on Tuesday, April 28, 2020. Please sign and return to my office. I have enclosed a
return fed ex slip for your convenience.
Any questions, please contact me at 239-252-8411.
Thank you,
'eresa Cannon, SR. Deputy Cler
Phone-(239) 252-2646 Fax-(239) 252-2755
Website-www.CollierClerk.com Email-CollierClerk@collierclerk.com
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GULF CONSORTIUM SUBRECIPIENT AGREEMENT NO. 200097221.01
PURSUANT TO
THE RESTORE ACT SPILL IMPACT COMPONENT AND THE STATE OF FLORIDA
STATE EXPENDITURE PLAN
1. Subrecipient name (which must match the registered name in DUNS): Collier County
2. Subrecipient's DUNS number (see 2 C.F.R. § 200.32 "Data Universal Numbering
System (DUNS) number"): 076997790
3. Federal Award Identification Number(FAIN): GNTSP2OFL0097
4. Federal Award Date (see 2 C.F.R. § 200.39 "Federal award date"): January 27, 2020
5. Subaward Period of Performance:
Effective Date: (Date Executed by both Parties)
Project Completion Date: December 31, 2024
6. Total Amount of Federal Funds Subject to Award: $820,516.00
7. Total Amount of Federal Funds Obligated to the Subrecipient: $775,760.00
8. Total Amount of the Federal Award Subject to this Agreement: $775.760.00
9. Federal award project description:
The scope of work for this Project consists of the monitoring program for FSEP Project 22-1,
Comprehensive Watershed Improvement Program. This project, once designed and built, will be
a series of linked surface water management projects on approximately 10,000 acres of eastern
Collier County, Florida with the objectives of restoring the hydrology and ecology of both
Naples Bay and Rookery Bay, as well as the hydrologic restoration of the southern Belle Meade
area of the Picayune Strand State Forest (PSSF), This portion of the Project consists of a
monitoring program for the Comprehensive Watershed Improvement Program to determine the
progress and success of the hydrologic restoration and to monitor water quality of flows entering
Naples and Rookery Bays. This portion of the project also includes a conceptual analysis for the
North Belle Meade area of the Collier County Comprehensive Watershed Improvement Plan
(CCCWIP) for potential ecological restoration and re-hydration options.
10. Name of Federal awarding agency, pass-through entity and contact information for
awarding official:
Federal Awarding Agency—Gulf Ecosystem Restoration Council
Pass Through Entity —The Gulf Consortium
Contact Information for Awarding Official of Pass-Through Entity -
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Gulf Consortium General Manager
The Balmoral Group
165 Lincoln Avenue
Winter Park, FL 32789
(407) 629-2185
Gulf.Consortium@balmoralgroup.us
11. CFDA Number and Name: 87.052 Gulf Coast Ecosystem Restoration Council Oil Spill
Impact Program
12. Identification of whether the award is for research and development(R&D): No
13. Indirect cost rate for the Federal award (including whether the de minimis rate is charged
per 2 C.F.R. § 200.414 "Indirect (F&A) costs"): N/A
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TABLE OF CONTENTS
SECTION 1. RECITALS. 2
SECTION 2. GENERAL 2
SECTION 3. TERM. 2
SECTION 4. CONSIDERATION, COST REIMBURSEMENT,
SUPPORTING DOCUMENTATION. 2
SECTION 5. PROCESSING OF REIMBURSEMENT REQUESTS. 4
SECTION 6, PAYMENTS TO SUBRECIPIENT SUBJECT TO APPROPRIATION. 5
SECTION 7. REPORTING REQUIREMENTS. 5
SECTION 8. INDEMNIFICATION. 6
SECTION 9. DEFAULT; TERMINATION; FORCE MAJEURE 7
SECTION 10. REMEDIES; FINANCIAL CONSEQUENCES. 8
SECTION 11. AUDITS 10
SECTION 12. SUBCONTRACTS; PROCUREMENT; SUBAWARDS 11
SECTION 13. CLOSEOUT. 15
SECTION 14. LOBBYING PROHIBITION; CONFLICTS OF INTEREST. 16
SECTION 15. COMPLIANCE WITH LAWS. 17
SECTION 16. NOTICE 17
SECTION 17. CONTACTS. 17
SECTION 18. INSURANCE. 18
SECTION 19. REAL PROPERTY; EQUIPMENT. 18
SECTION 20, UNAUTHORIZED EMPLOYMENT. 19
SECTION 21. NON-DISCRIMINATION 19
SECTION 22. DEBARMENT/SUSPENSION. 20
SECTION 23. COPYRIGHT, PATENT,AND TRADEMARK. 20
SECTION 24. SPECIAL CONDITIONS 20
SECTION 25. ENVIRONMENTAL CONDITIONS. 20
SECTION 26. PHYSICAL ACCESS AND INSPECTION 21
SECTION 27, AMENDMENTS/MODIFICATIONS. 21
SECTION 28. PERMITS. 21
SECTION 29. RECORDS; ACCESS TO RECORDS AND PERSONNEL. 22
SECTION 30. MISCELLANEOUS 23
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ATTACHMENTS:
ATTACHMENT A FINANCIAL ASSISTANCE AWARD A-1
ATTACHMENT B SPECIAL AWARD CONDITIONS B-1
ATTACHMENT C SUPPORTING DOCUMENTATION REQUIREMENTS C-1
ATTACHMENT D-1 FEDERAL PROVISIONS APPLICABLE D-1-1
TO SUBRECIPIENT
ATTACHMENT D-2 FEDERAL NON-DISCRIMINATION PROVISIONS D-13-1
ATTACHMENT D-3 ENVIRONMENTAL COMPLIANCE D-3-1
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THIS SUBRECIPIENT AGREEMENT (hereinafter referred to as "Agreement") is
entered into by and between the GULF CONSORTIUM, a legal entity and public body
organized and created pursuant to section 16101, Florida Statutes, (hereinafter referred to as the
"Consortium") and COLLIER COUNTY, FLORIDA, a political subdivision of the State of
Florida, whose address is 3299 Tamiami Trail East, Suite 303 Naples, FL 34112 (hereinafter
referred to as "Subrecipient"), to provide for the sub-award of funds to Subrecipient made
available through Financial Assistance Award FAIN No. GNTSP2OFL0097 between the
Consortium and the Gulf Coast Ecosystem Restoration Council (hereinafter referred to as the
"RESTORE Council"). Collectively, the Consortium and the Subrecipient shall be referred to as
"Parties"or individually as a "Party."
WHEREAS, in July 2012, the Resources and Ecosystems Sustainability, Tourist
Opportunities, and Revived Economies of the Gulf Coast States Act of 2012, Public Law 1113-
141, codified at 33 U.S.C. 1321(t) (hereinafter referred to as the "RESTORE Act") established
the Gulf Coast Ecosystem Restoration Council (hereinafter referred to as the "RESTORE
Council") and made funds available for the restoration and protection of the Gulf Coast Region
through a trust fund in the Treasury of the United States known as the Gulf Coast Restoration
Trust Fund (hereinafter referred to as the "Trust Fund"); and
WHEREAS, pursuant to the RESTORE Act, thirty percent (30%) of the funds available
in the Trust Fund are allocated to the Spill Impact Component, under which such funds are made
available to the five Gulf Coast states, including Florida, pursuant to an approved State
Expenditure Plan that meets the criteria set out in the RESTORE Act at 33 U.S.C.
1321(t)(3)(13)(i), including consistency with the goals and objectives of the RESTORE Council's
Comprehensive Plan; and
WHEREAS, the State of Florida State Expenditure Plan ("FSEP") was approved by the
RESTORE Council on October 1, 2018; and
WHEREAS, FSEP Project No. 22-1 consists of a series of linked surface water
management projects on approximately 10,000 acres of eastern Collier County, Florida with the
objectives of restoring the hydrology and ecology of both Naples Bay and Rookery Bay, as well
as the hydrologic restoration of the southern Belle Meade area of the Picayune Strand State
Forest(PSSF); and
WHEREAS, on January 27, 2020, the Consortium and the RESTORE Council entered
into Financial Assistance Award FAIN No. GNTSP20FL0097 governing the award of funds
from the Trust Fund for the purpose of funding all or a portion of FSEP Project No. 22-1, as
further described in such Financial Assistance Award and the attachments thereto (the "Project");
and
WHEREAS, the purpose of this Agreement is to provide for the sub-award of funds
awarded to the Consortium pursuant to Financial Assistance Award FAIN No. GNTSP2OFL0097
to Subrecipient such that Subrecipient may complete the Project, subject to the terms and
conditions set forth herein; and
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WHEREAS, the Subrecipient represents that they possess the requisite skills, knowledge,
financial capability and experience to perform the Project and other activities as provided herein.
NOW, THEREFORE, in consideration of the promises and the mutual benefits to be
derived herefrom, the Consortium and the Subrecipient do hereby agree as follows:
SECTION 1. RECITALS.
The above recitals are true and correct and are hereby incorporated herein by reference
and made a part of this Agreement.
SECTION 2. GENERAL.
The Subrecipient does hereby agree to perform the Project in accordance with the terms
and conditions set forth in this Agreement, Financial Assistance Award FAIN No.
GNTSP2OFL0097, attached hereto as Attachment A (hereinafter the "Financial Assistance
Award" or "Award"), including the Uniform Administrative Requirements, Cost Principles, and
Audit Requirements for Federal Awards set out at 2 CFR part 200 and the RESTORE Council's
Financial Assistance Standard Terms and Conditions; any Special Award Conditions contained
in Attachment B hereto (hereinafter "Special Award Conditions"); the Gulf Consortium
Subrecipient Policy and Grant Manual (available at https://www.gulfconsortium.org/); and all
other attachments and exhibits hereto.
SECTION 3. TERM.
A. This Agreement shall begin upon execution by both Parties (the "Effective Date")
and shall remain in effect until December 31, 2024 (the "Project Completion Date"), except that
the provisions contained within Sections 7, 10, 11, and 12, 26, and 29 shall survive the
termination of this Agreement.
B. The Subrecipient shall be eligible for reimbursement for work performed on or
after the Effective Date through the Project Completion Date. While certain pre-award costs
incurred by Subrecipient may be eligible for reimbursement if so indicated within the Financial
Assistance Award and approved by the RESTORE Council, Subrecipient assumes the risk for
any costs incurred prior to the Effective Date and acknowledges that such costs may not be
eligible for reimbursement under this Agreement.
C. All references to days herein shall refer to calendar days unless otherwise
indicated.
SECTION 4. CONSIDERATION, COST REIMBURSEMENT, SUPPORTING
DOCUMENTATION.
A. As consideration for the satisfactory completion of services rendered by the
Subrecipient and subject to the terms and conditions of this Agreement, the Consortium shall pay
the Subrecipient, on a cost reimbursement basis, up to a maximum of $775,760.00 for
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completion of the Project. It is understood and agreed that any additional funds necessary for the
completion of this Project above and beyond this award amount are the sole responsibility of the
Subrecipient.
B. The Subrecipient shall be reimbursed on a cost reimbursement basis for eligible
and allowable Project costs as such costs are incurred. Reimbursement shall be requested
through the Consortium's Grants Management System Portal located at
https://www.gulfconsortium.org/grant-resources ("Grant Management Portal"), as further
described in Section 5 hereof. To be eligible for reimbursement under this Agreement,
Subrecipient shall submit sufficient documentation to the satisfaction of the Consortium
demonstrating that Subrecipient is legally obligated to pay the costs for which reimbursement is
sought. Additionally, all costs for which reimbursement is sought must be in compliance with
laws, rules and regulations applicable to expenditures of Federal grant funds, including, but not
limited to, 31 C.F.R. Part 34, 2 C.F.R. Part 200, and the RESTORE Council Financial Assistance
Standard Terms and Conditions. Advance payment of funds to the Subrecipient under this
Agreement shall not be permitted unless expressly approved through a special award condition.
C. All requests for reimbursement under this Agreement shall be submitted in detail
sufficient for a proper pre-audit and post-audit thereof. A final payment request should be
submitted to the Consortium no later than thirty (30) days following the Project Completion
Date, to assure the availability of funds for payment. All work must be performed on or before
the Project Completion Date, and the subsequent thirty (30) day period merely allows the
Subrecipient to finalize invoices and backup documentation to support the final payment request.
D. The Consortium requires detailed documentation of all costs for which
reimbursement is sought under this Agreement ("Supporting Documentation"). The minimum
requirements regarding such Supporting Documentation are set forth in Attachment C,
Supporting Documentation Requirements. Each payment request submitted by the
Subrecipient shall be accompanied by sufficient Supporting Documentation substantiating all
costs incurred and for which reimbursement is sought, to the satisfaction of the Consortium. In
the event the Consortium determines the Supporting Documentation submitted by the
Subrecipient is insufficient to enable it to evaluate the allowability and eligibility of costs, the
Subrecipient shall furnish additional Supporting Documentation to the satisfaction of the
Consortium.
E. Eligible and allowable costs for reimbursement under this Agreement shall be
determined in accordance with 31 C.F.R. Part 34, 2 C.F.R. Part 200, the RESTORE Council
Financial Assistance Standard Terms and Conditions, and other applicable laws, rules, and
regulations.
F. Accounting. Subrecipient's accounting and financial management system shall
comply with 2 C.F.R. Part 200, including but not limited to 2 C.F.R. § 200.302 pertaining to
financial management. Subrecipient's accounting and financial management system shall be
sufficient to permit the preparation of reports required in connection with this Agreement and the
tracing of funds to a level of expenditures adequate to establish that such funds have been used
pursuant to the terms of this Agreement. Payments to Subrecipient may be contingent upon
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certification of the Subrecipient's financial management system in accordance with the standards
specified in 2 C.P.R. Part 200, including but not limited to 2 C.F.R. § 200.302. Subrecipient
must ensure that all sub-subrecipients comply with the provisions of this paragraph.
G. In the event that the Subrecipient recovers costs incurred under this Agreement
and reimbursed by the Consortium from another source, the Subrecipient shall reimburse the
Consortium for all recovered funds originally provided under this Agreement. Interest on any
refund shall be calculated based on the prevailing rate used by the State Board of Administration.
Interest shall be calculated from the date(s) the payment(s) are recovered by the Subrecipient to
the date repayment is made to the Consortium by the Subrecipient.
H. Retainage. Five percent (5%) of the total amount of RESTORE Act funds subject
to the Award shall be retained at the end of the Project until the Grant Administrator verifies that
all required work provided for under the Award is complete.
SECTION 5. PROCESSING OF REIMBURSEMENT REQUESTS.
A. No more frequently than on a monthly basis, the Subrecipient may request
reimbursement from the Consortium for costs incurred under this Agreement for which the
Subrecipient is legally obligated to pay. All payment requests shall be submitted using the
Payment Request Form made available through the Grant Management Portal located at
https://www.gulfconsortium.org/grant-resources, and shall be accompanied with sufficient
Supporting Documentation (collectively the Payment Request Form and any Supporting
Documentation shall hereinafter be referred to as the "Payment Request"). Additionally, at the
time of each Payment Request, Subrecipient shall submit a"Progress Report" utilizing a form for
same made available through the Grant Management Portal, which shall describe the work
performed for which reimbursement is being requested.
B. Within ten (10) days after receipt of the Payment Request, the Consortium shall,
in its sole discretion, determine if the Payment Request, or any portion thereof, is acceptable and
in strict compliance with the terms of this Agreement. If it is determined there are any errors in
the Payment Request or if additional Supporting Documentation is required, the Consortium
shall notify the Subrecipient within fifteen (15) days of receipt of such Payment Request. The
Subrecipient shall submit a revised Payment Request within ten (10) days of receipt of notice
from the Consortium. The Consortium reserves the right to delay or deny any Payment Request
containing errors or lacking sufficient Supporting Documentation until such deficiencies are
corrected to the satisfaction of the Consortium.
C. Upon determination by the Consortium that the Payment Request is sufficient, the
Consortium shall initiate the reimbursement process through the RESTORE Council in
accordance with the RESTORE Council Financial Assistance Standard Terms and Conditions
and the Consortium's applicable policies and procedures. Within ten (10) days of the
Consortium's receipt of the funds subject to the Payment Request from the RESTORE Council,
the Consortium shall remit such funds to the Subrecipient.
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D. If applicable, program income must be disbursed before the Subrecipient requests
funds from the Consortium.
SECTION 6. PAYMENTS TO SUBRECIPIENT SUBJECT TO AVAILABILITY
OF FUNDS.
The Consortium's performance and obligation to pay Subrecipient under this Agreement
is expressly contingent upon the Consortium's actual receipt of applicable funding from the
RESTORE Council. Authorization for continuation and completion of work and payment
associated therewith may be rescinded by the Consortium at its discretion, upon proper notice to
Subrecipient, if RESTORE Council funds are reduced or eliminated.
SECTION 7. REPORTING REQUIREMENTS.
A. Financial and Performance Reports. Subrecipient shall submit biannual financial
and performance reports related to the Project on forms provided by the Consortium and made
available through the Grant Management Portal, unless a different reporting period is included as
a special award condition. Each such financial and performance report shall be submitted no
later than twenty (20) days following the completion of the applicable reporting period. If the
work to be performed under this Agreement involves construction, restoration, or otherwise
consists of tangible improvements to the physical environment, Subrecipient shall include with
each performance report project photographs in jpg format and brief explanations of same
depicting the current status of the project, which photographs shall be suitable for posting to a
project-related website.
B. Final Project Report. Within 45 days of the completion of all required work
contemplated under the Award, Subrecipient shall submit a "Final Project Report," on a form
made available through the Grant Management Portal, in which the Subrecipient shall affirm that
to the best of its knowledge and belief the Project has been satisfactorily completed. The Final
Project Report shall further include an accounting of all Project expenses and such other
information as the Consortium deems necessary to facilitate close out of the Award and permit
the Consortium to meet all of its obligations and requirements under such Award.
C. Every publication of material based on, developed under, or otherwise produced
under a RESTORE Council financial assistance award, except scientific articles or papers
appearing in scientific, technical or professional journals must contain the following disclaimer:
"This [publication/video/etc.] was prepared by [Subrecipient]
using Federal funds under award [Federal Award Identification
Number] from the RESTORE Council. The statements, findings,
conclusions, and recommendations are those of the author(s) and
do not necessarily reflect the views of the RESTORE Council.
D. The Subrecipient agrees to provide a copy of any draft report or presentation to
the Consortium before making, or allowing to be made, a press release, publication, or other
public announcement concerning the final outcome of the FSEP Project that is the subject of this
Agreement.
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E. Any signage produced with funds from the Award or informing the public about
the activities funded in whole or in part by the Award, must first be approved in writing by the
Grant Administrator.
F. If the direct and/or indirect purchase of equipment is authorized under paragraph
20 of this Agreement, then the Subrecipient shall comply with the property management
requirements set forth in 2 C.F.R. § 200.313. An inventory of all personal property/equipment
purchased under this Agreement shall be completed at least once every two (2) years and
submitted via the Grant Management Portal no later than January 31st for each year this
Agreement is in effect. A final inventory report shall be submitted at the end of the Agreement.
G. Reporting on Real Property. In accordance with 2 C.F.R. § 200.329, The
Subrecipient shall complete and submit to the Consortium a report on the status of the real
property or interest in real property in which the federal government retains an interest, using a
SF-429 Real Property Status Report form annually for the first three years of the Award and
thereafter at successive five year intervals until the end of the Estimated Useful Life of the
property or time of disposition, whichever is less. All reports shall be submitted within 30 days
of the end of the year for which the report is made.
H. Funding Accountability and Transparency Act. Because of the federal funds
awarded under this Agreement, the Consortium must comply with the Funding Accountability
and Transparency Act of 2006 ("FFATA"). FFATA requires that information on federal awards
(federal financial assistance and expenditures) be made available to the public via a single,
searchable website, www.USASpending.gov. Grant recipients awarded a new Federal grant
greater than or equal to $25,000 awarded on or after October 1, 2010, are subject to FFATA. The
Subrecipient agrees assist the Consortium in providing the information necessary, over the life of
this Agreement, for the Consortium to comply with its reporting obligations under FFATA.
I. Nonconsumable and/or nonexpendable personal property or equipment that costs
$1,000 or more purchased for the Project by Subrecipient is subject to the requirements set forth
in Chapter 274, F.S., Chapter 691-73, F.A.C., and , 2 C.F.R. Part 200 (for equipment in excess of
$5,000), as applicable. The Subrecipient shall be responsible for maintaining appropriate
property records for any subcontracts that include the purchase of equipment as part of the
delivery of services. The Subrecipient shall comply with this requirement and ensure its
subcontracts issued under this Agreement, if any, impose this requirement, in writing, on its
subcontractors.
SECTION 8. INDEMNIFICATION.
Each Party hereto agrees that it shall be solely responsible for the negligent or wrongful
acts of its employees and agents, within the limits prescribed by law. However, nothing
contained herein shall constitute a waiver by either Party of its sovereign immunity or the
provisions of section 768.28, F.S.
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SECTION 9. DEFAULT; TERMINATIOY; FORCE MAJEURE.
A. Termination for Cause.
1. By Consortium. The Consortium may terminate this Agreement for cause
at any time if any covenant, warranty, or representation made by Subrecipient in this Agreement
or in its application for funding submitted to the Consortium shall at any time be false or
misleading in any respect, or in the event of the failure of the Subrecipient to comply with the
terms and conditions of this Agreement. Prior to termination, the Consortium shall provide
fifteen (15) days written notice of its intent to terminate and shall provide the Subrecipient an
opportunity to consult with the Consortium regarding the reason(s) for termination.
2. By Subrecipient. Subrecipient may terminate this Agreement for cause at
any time if the Consortium fails to fulfil any of its responsibilities or obligations under this
Agreement. Prior to termination, Subrecipient shall provide fifteen (15) days written notice of its
intent to terminate setting forth the reasons for such termination, and shall provide the
Consortium an opportunity to consult with the Subrecipient regarding the reasons for
termination.
B. Termination for Convenience. This Agreement may be terminated for
convenience upon mutual agreement of the Parties. In such event, both Parties shall enter into a
separate agreement governing the termination conditions, including, but not limited to, the
effective date thereof.
C. Force Maieure. If a force majeure event occurs that causes delays or the
reasonable likelihood of delay in the fulfillment of the requirements of this Agreement, the
Subrecipient shall promptly notify the Grant Administrator in writing of the anticipated length
and cause of the delay, the measures taken or to be taken to minimize the delay and the
Subrecipient's intended timetable for implementation of such measures. If the Parties agree that
the delay or anticipated delay was caused, or will be caused by a force majeure, the Consortium
may. at its discretion, extend the time for performance under this Agreement for a period of time
equal to the delay resulting from the force majeure upon execution of an amendment to this
Agreement. Such agreement shall be evidenced by an Amendment to the Agreement in
accordance with Section 27 hereof. For purposes of this Agreement, "force majeure event" shall
be defined as shall be an act of God, strike, lockout, or other industrial disturbance, act of the
public enemy, war, blockade, public riot, lightning, fire, flood, explosion, failure to receive
timely necessary third party approvals through no fault of the Subrecipient, and any other cause,
whether of the kind specifically enumerated herein or otherwise, that is not reasonably within the
control of the Subrecipient and/or the Consortium. Failure to perform by the Subrecipient's
consultant(s) or subcontractor(s) shall not constitute a force majeure event.
D. Effect of Termination. Costs incurred by the Subrecipient after termination of
this Agreement shall not be reimbursable unless expressly authorized by the Consortium prior to
the effective date of termination, or otherwise allowable pursuant to 2 C.F.R. §200.342.
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SECTION 10. REMEDIES; FINANCIAL CONSEQUENCES.
A. In the event that a deliverable or milestone to be performed under this Agreement
is deemed unsatisfactory by the Consortium, the Subrecipient shall re-perform the services
needed for submittal of a satisfactory deliverable, at no additional cost to the Consortium, within
twenty (20) days of being notified of the unsatisfactory deliverable, or within such other
timeframe as is specified in writing by the Grant Administrator. If a satisfactory deliverable is
not submitted within the specified timeframe, the Consortium may, in its sole discretion, either:
1) terminate this Agreement for failure to perform, or 2) the Consortium Grant Administrator
may, by written notice specifying the failure of performance under this Agreement, request that a
proposed Corrective Action Plan(CAP) be submitted by the Subrecipient to the Consortium. All
CAPs must be able to be implemented and performed in no more than sixty (60) calendar days
from the Consortium's approval of the CAP.
1. A CAP shall be submitted within ten (10) days of the date of the letter
request from the Consortium. The CAP shall be sent to the Consortium Grant Administrator for
review and approval. Within ten (10) calendar days of receipt of a CAP, the Consortium shall
notify the Subrecipient in writing whether the CAP proposed has been accepted. If the CAP is
not accepted, the Subrecipient shall have ten (10) days from receipt of the Consortium letter
rejecting the proposal to submit a revised proposed CAP. Failure to obtain the Consortium
approval of a CAP as specified above may result in the Consortium's termination of this
Agreement for cause as authorized in this Agreement.
2. Upon the Consortium's notice of acceptance of a proposed CAP, the
Subrecipient shall have ten (10) days to commence implementation of the accepted plan.
Acceptance of the proposed CAP by the Consortium does not relieve the Subrecipient of any of
its obligations under the Agreement. In the event the CAP fails to correct or eliminate
performance deficiencies by Subrecipient, the Consortium shall retain the right to require
additional or further remedial steps, or to terminate this Agreement for failure to perform. No
actions approved by the Consortium or steps taken by the Subrecipient shall preclude the
Consortium from subsequently asserting any deficiencies in performance. The Subrecipient shall
continue to implement the CAP until all deficiencies are corrected. Reports on the progress of the
CAP will be made to the Consortium as requested by the Consortium Grant Administrator.
3. Failure to respond to a Consortium request for a CAP or failure to correct
a deficiency in the performance of the Agreement as specified by the Consortium may result in
termination of the Agreement.
The remedies set forth above are not exclusive and the Consortium reserves the right to exercise
other remedies in addition to or in lieu of those set forth above, as permitted by this Agreement
or as otherwise available at law or in equity.
B. If the Subrecipient materially fails to comply with the terms and conditions of this
Agreement, including any federal or state statutes, rules, policies, or regulations, applicable to
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this Agreement, the Consortium may, in its sole discretion, take one or more of the following
actions:
1. Temporarily withhold cash payments to the Subrecipient pending
correction of the deficiency by the Subrecipient or more severe enforcement action by the
RESTORE Council or the Consortium.
2. Disallow (i.e. deny both use of funds and any applicable matching credit
for) all or part of the cost of the activity or action not in compliance.
3. Wholly or partly suspend or terminate this Agreement.
4. Initiate suspension or debarment proceedings as authorized under 2 C.F.R.
Part 180 and RESTORE Council regulations (or in the case of the Consortium, recommend such
a proceeding be initiated by the RESTORE Council).
5. Withhold future requests for reimbursement to Subrecipient under any
other Agreement between the Parties providing for the subaward of funds from the Trust Fund
for the implementation of an FSEP project or withhold future FSEP project implementation sub-
awards to the Subrecipient.
6. Demand a refund, either in whole or in part, of the funds provided to the
Subrecipient under this Agreement for non-compliance with the material terms of this
Agreement. The Subrecipient, upon such written notification from the Consortium shall refund,
and shall forthwith pay to the Consortium, the amount of money demanded by the Consortium.
Interest on any refund shall be calculated based on the prevailing rate used by the State Board of
Administration. Interest shall be calculated from the date(s) the original payment(s) are received
from the Consortium by the Subrecipient to the date repayment is made by the Subrecipient to
the Consortium.
7. Take other remedies that may be legally available.
8. Costs of the Subrecipient resulting from obligations incurred by the
Subrecipient during a suspension or after termination of the Agreement are not allowable unless
the Consortium expressly authorizes them in the notice of suspension or termination. Other
Subrecipient costs during suspension or after termination which are necessary and not reasonably
avoidable are allowable if the following apply:
a, The costs result from obligations which were properly incurred by
the Subrecipient before the effective date of suspension or termination, are not in anticipation of
it, and in the case of termination, are non-cancellable; and
b. The cost would be allowable if the Agreement were not suspended
or expired normally at the end of the funding period in which the termination takes place.
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C. RESTORE Act-Specific Remedy for Noncompliance. In addition to the remedies
available in the paragraphs above, the Subrecipient is subject to the RESTORE Act-specific
remedies for noncompliance outlined in the RESTORE Council Financial Assistance Standard
Terms and Conditions, incorporated into the Financial Assistance Award and made a part hereof.
D. Federal Clawbacks. In the event RESTORE Council, Department of the
Treasury, or such other Federal entity having jurisdiction demands the return of funds paid to
Subrecipient pursuant to this Agreement following a Federal audit or otherwise for any reason,
including but not limited to situations where costs paid with such funds were determined to be
ineligible or unallowable under the Award, Subrecipient shalt be solely liable for any such
amounts and shall return the full amount of the funds in question to the Consortium promptly
upon demand. If Subrecipient fails to comply with its obligation to return funds pursuant to this
paragraph, the Consortium may pursue any or all of the following remedies: (1) withhold future
requests for reimbursement to Subrecipient under this Agreement or any other Agreement
between the Parties providing for the subaward of funds from the Trust Fund; (2) deduct funds
allocated to the Subrecipient for use on future FSEP implementation projects; (3) pursue any
other remedy described in paragraph (B) above or available at law or in equity.
E. The Parties acknowledge and agree that the remedies provided in this Section 10
are separate and apart from the indemnification provisions set forth in Section 8 hereof and that
sovereign immunity shall not be a defense to any of the contractual obligations imposed on the
Parties in this Section.
SECTION 11. AUDITS.
A. In the event that the Subrecipient expends Seven Hundred Fifty Thousand Dollars
($750,000.00) or more in Federal awards in its fiscal year, the Subrecipient must have a single or
program-specific audit conducted within nine (9) months of the end of the Subrecipient's audit
period, in accordance with the provisions of 2 C.F.R. Part 200. In determining the Federal
awards expended in its fiscal year, the Subrecipient shall consider all sources of Federal awards,
including Federal resources received from the Consortium. The determination of amounts of
Federal awards expended should be in accordance with the guidelines established by
2 C.F.R. Part 200. An audit of the Subrecipient conducted by the Auditor General in accordance
with the provision of 2 C.F.R. Part 200 will meet the requirements of this part.
B. If the Subrecipient expends less than Seven Hundred Fifty Thousand Dollars
($750,000.00) in Federal awards in its fiscal year, an audit conducted in accordance with the
provisions of 2 C.F.R. Part 200, as revised, is not required for that year, except as noted in
2 C.F.R. § 200.503. In the event that the Subrecipient expends less than Seven Hundred Fifty
Thousand Dollars ($750,000.00) in Federal awards in its fiscal year and elects to have an audit
conducted in accordance with the provisions of 2 C.F.R. Part 200, as revised, the cost of the audit
must be paid from non-Federal resources. In accordance with 2 C.F.R. § 200.501(d), records
must be available for review or audit by appropriate officials of the RESTORE Council,
Consortium,and Government Accountability Office (GAO).
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C. Upon completion of the audit required in this Section, Subrecipient shall promptly
transmit a copy of the Subrecipient's audit report to the Consortium. Within six (6) months after
receipt of the Subrecipient's audit report, the Consortium shall issue a decision on any audit
findings contained within the report including direction to Subrecipient on any corrective action
that must be taken in response to same. Subrecipient's failure to have an audit conducted in
accordance with this Section or failure to implement corrective action in response to any audit
findings may result in the Consortium's imposition of remedies as provided in Section 9 hereof.
D. In addition to reviews of audits conducted in accordance with 2 C.F.R. Part 200,
monitoring procedures under this Agreement may include, but not be limited to, on-site visits by
the Consortium; limited-scope audits as defined by 2 C.F.R. Part 200; submittal and review of
financial management statements; and/or other procedures. By entering into this Agreement, the
Subrecipient agrees to comply and cooperate with any reasonable monitoring
procedures/processes deemed appropriate by the Consortium. In the event the Consortium
determines that a limited-scope audit of the Subrecipient is appropriate, the Subrecipient agrees
to comply with any additional instructions provided by the Consortium to the Subrecipient
regarding such audit. The Subrecipient further agrees to comply and cooperate with any
inspections, reviews, investigations, or audits deemed necessary by the Consortium.
SECTION 12. SUBCONTRACTS; PROCUREMENT; SUBAWARDS.
A. All procurements of property (as defined in 2 C.F.R. § 200.81) and services,
including the procurement of subcontractors, by Subrecipient under this Agreement shall comply
with 2 C.F.R. §§ 200.318-326, Appendix II to 2 C.F.R. Part 200 pertaining to contract provisions
for non-federal entity contracts under federal awards, the Florida Competitive Consultant
Negotiation Act, Section 287.055, Florida Statutes (as applicable), the Gulf Consortium
Subrecipient Policy (available at https://www.gulfconsortium.org/), and all other applicable
provisions of state and federal law.
B. In procuring goods and services under this Agreement, the Subrecipient shall use
its own documented procurement procedures, provided that such procurements conform to
applicable state and federal law.
C. The Subrecipient may subcontract work under this Agreement as necessary
without the prior written consent of the Consortium, subject to the any conditions or limitations
imposed by applicable state and federal law and Section 22 hereof concerning
debarred/suspended contractors. The Subrecipient shall submit a copy of the executed
subcontract and documentation of the competitive procurement process pursuant to which the
subcontractor was selected (e.g. invitation to bid, request for proposal, etc.) to the Consortium
prior to submitting any invoices for subcontracted work. Regardless of any subcontract, the
Subrecipient is ultimately responsible for all work performed under this Agreement. The
Subrecipient agrees to be responsible for the fulfillment of all work elements included in any
subcontract and agrees to be responsible for the payment of all monies due under any
subcontract. It is understood and agreed by the Subrecipient that the Consortium shall not be
liable to any subcontractor for any expenses or liabilities incurred under the subcontract and that
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the Subrecipient shall be solely liable to the subcontractor for all expenses and liabilities incurred
under the subcontract.
D. Required Notice in Procurements, The Subrecipient shall include the following
notice in each request for applications, proposals, or bids for a subaward, contract, or
subcontract, as applicable, under this Agreement:
Applicants or bidders for a lower tier covered transaction (except
procurement contracts for goods and services under $25,000 not
requiring the consent of a Council official) are subject to 2 C.F.R.
Part 180, "OMB Guidelines to Agencies on Government-wide
Debarment and Suspension (Nonprocurement)." In addition,
applicants or bidders for a lower tier covered transaction for a
subaward, contract, or subcontract greater than $100,000 of
Federal funds at any tier are subject to relevant statutes, including
among others, the provisions of 31 U.S.C. 1352, as well as the
common rule, "New Restrictions on Lobbying," published at 55
FR 6736 (February 26, 1990), including definitions, and the Office
of Management and Budget "Governmentwide Guidance for New
Restrictions on Lobbying," and notices published at 54 FR 52306
(December 20, 1989), 55 FR 24540 (June 15, 1990), 57 FR 1772
(January 15, 1992), and 61 FR 1412 (January 19, 1996)
E. Subcontract Monitoring. The Subrecipient shall monitor all subcontracted
services on a regular basis to assure contract compliance. Results of monitoring efforts shall be
summarized in written reports maintained by the Subrecipient and supported with documented
evidence of follow-up actions taken to correct areas of noncompliance, where applicable. Such
summaries and documents shall he submitted to the Consortium upon request.
F. Recused Entities. Subrecipient acknowledges and represents that it is aware that
certain persons and/or entities (the "Recused Entities") are expressly prohibited by contract and
under the express terms of Section III. C., of the FSEP from participating in the implementation
of any FSEP project, program, or activity, including the Project that is the subject of this
Agreement. Subrecipient acknowledges and agrees that to the extent it contracts, whether
directly or indirectly, with any such Recused Entity for the performance of work under this
Agreement, the Subrecipient does so solely at its own risk and any costs incurred by the
Subrecipient related to work performed by a Recused Entity shall be ineligible for cost
reimbursement.
G. The Subrecipient and/or the subcontractor shall not sub-grant or sub-contract any
part of the approved Project to any agency or employee of the RESTORE Council and/or any
other Federal department, agency, or instrumentality without the Consortium's prior written
approval.
H. Affirmative Action. The Consortium supports diversity in its procurement
program and requires that all subcontracting opportunities afforded by this Agreement embrace
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and encourage diversity. The Subrecipient's award of subcontracts should reflect the diversity of
the citizens of the State of Florida. In accordance with 2 C.F.R. § 200.321, the Subrecipient and
its subcontractors must take all necessary affirmative steps to assure that minority businesses,
women's business enterprises, and labor surplus area firms are used when possible. The
Subrecipient agrees to use affirmative steps, and to require its subcontractors and sub-
subrecipients to utilize affirmative steps, to ensure that minority businesses and women's
business enterprises are used when possible. Such affirmative steps shall at a minimum include:
1. Placing qualified small and minority businesses and women's business
enterprises on solicitation lists;
2. Assuring that small and minority businesses, and women's business
enterprises are solicited whenever they are potential sources;
3. Dividing total requirements, when economically feasible, into smaller
tasks or quantities to permit maximum participation by small and minority businesses and
women's business enterprises;
4. Establishing delivery schedules, where the requirement permits, which
encourage participation by small and minority businesses, or women's business enterprises;
5. Utilizing services and assistance, as appropriate, of such organizations as
the Small Business Administration, the Minority Business Development Agency of the
Department of the Commerce, the Florida Department of Management Services (Office of
Supplier Diversity), the Florida Department of Transportation, Minority Business Development
Center, and Local Government M/DBE programs; and
6. Requiring the prime contractor, if subcontracts are to be let, to take the
affirmative steps listed above in (1)through (5).
7. As used herein, the term"minority and women business enterprise" means
a business at least fifty-one (51) percent owned and controlled by minority group members or
women. Prior to award of any subcontract under this Agreement, Subrecipient shall document
its efforts made to comply with the requirements of this paragraph. The Subrecipient shall state
that it is an Equal Opportunity or Affirmative-Action employer in all solicitations or
advertisements for subcontractors or employees who shall perform work under this Agreement.
I. Equal Opportunity. During the performance of this Agreement, the Subrecipient
agrees as follows:
I. The Subrecipient will not discriminate against any employee or applicant
for employment because of race, color, religion, sex, sexual orientation, gender identity, or
national origin. The Subrecipient will take affirmative action to ensure that applicants are
employed, and that employees are treated during employment, without regard to their race, color,
religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but
not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or
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recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Subrecipient agrees to post in conspicuous
places, available to employees and applicants for employment, notices to be provided by the
contracting officer setting forth the provisions of this nondiscrimination clause.
2. The Subrecipient will, in all solicitations or advertisements for employees
placed by or on behalf of the Subrecipient, state that all qualified applicants will receive
consideration for employment without regard to race, color, religion, sex, sexual orientation,
gender identity, or national origin.
3. The Subrecipient will not discharge or in any other manner discriminate
against any employee or applicant for employment because such employee or applicant has
inquired about, discussed, or disclosed the compensation of the employee or applicant or another
employee or applicant. This provision shall not apply to instances in which an employee who has
access to the compensation information of other employees or applicants as a part of
such employee's essential job functions discloses the compensation of such other employees
or applicants to individuals who do not otherwise have access to such information, unless such
disclosure is in response to a formal complaint or charge, in furtherance of an investigation,
proceeding, hearing, or action, including an investigation conducted by the employer, or is
consistent with the Subrecipient's legal duty to furnish information.
4. The Subrecipient will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or understanding, a
notice to be provided by the agency contracting officer, advising the labor union or workers'
representative of the Subrecipient's commitments under section 202 of Executive Order 11246 of
September 24, 1965, and shall post copies of the notice in conspicuous places available to
employees and applicants for employment.
5. The Subrecipient will comply with all provisions of Executive Order
11246 of September 24, 1965, and of the rules, regulations, and relevant orders of
the Secretary of Labor.
6. The Subrecipient will furnish all information and reports required
by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of
the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and
accounts by the contracting agency and the Secretary of Labor for purposes of investigation to
ascertain compliance with such rules, regulations, and orders.
7. In the event of the Subrecipient's non-compliance with the
nondiscrimination clauses of this contract or with any of such rules, regulations, or orders,
this contract may be canceled, terminated or suspended in whole or in part and
the Subrecipient may be declared ineligible for further Government contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
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8. The Subrecipient shall include the provisions of paragraphs (1) through(8)
in every subcontract or purchase order unless exempted by rules, regulations, or orders of the
Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24,
1965, so that such provisions will be binding upon each sub-subrecipient or vendor, The
Subrecipient will take such action with respect to any subcontract or purchase order as may be
directed by the Secretary of Labor as a means of enforcing such provisions including sanctions
for noncompliance. Provided, however, that in the event the Subrecipient becomes involved in,
or is threatened with, litigation with a sub-subrecipient or vendor as a result of such direction,
the Subrecipient may request the United States to enter into such litigation to protect the interests
of the United States.
J. Sub-Awards. The Subrecipient shall not make sub-awards under this Agreement
unless expressly contemplated and approved in the Award (including identification of the
sub-awardee) or without the prior express written approval of the Consortium. In making
sub-awards under this Agreement, Subrecipients shall comply with all applicable rules,
regulations, policies, and requirements applicable to sub-awards made by subrecipients,
including but not limited to those contained in 31 C.F.R. Part 34, 2 C.F.R. Part 200, the
RESTORE Council's Financial Assistance Standard Terms and Conditions, and the
Consortium's Subrecipient Policy. All sub-awardees under this Agreement shall be subject to
the same performance, financial, and reporting requirements as the Subrecipient.
K. Prompt Payment Act, As described in Sections 4 and 5 hereof, Subrecipient
agrees and acknowledges that payments made under this Agreement are from federal funds and
contingent upon prior approval as to the allowability and eligibility of the costs for which
payment is requested by both the Consortium and the RESTORE Council. Where applicable,
Subrecipient is encouraged to include appropriate provisions regarding its obligations under
chapter 218, Part VII, the Local Government Prompt Payment Act, stating that payment to
subcontractors is contingent on receipt of federal funds or federal approval.
L. Scrutinized Companies, Subrecipient agrees to observe the requirements of
Section 287.135, F.S., for applicable subcontracts and subgrants entered into for the performance
of work under this Agreement,
SECTION 13. CLOSEOUT.
A. The Consortium will close out the Award when it determines that all applicable
administrative actions and all required work for this Award have been completed. Unless an
extension is approved by the Consortium, within 45 days after the end of the Project Completion
Date, the Subrecipient must submit any outstanding reports, including the Final Project Report,
as well as any required reporting on sub-awards, and must refund to the Consortium any balances
of unobligated cash that the Consortium paid in advance or paid and that is not authorized to be
retained by the Subrecipient entity for use in other projects. Within 30 days after receipt of all
outstanding reports, the Consortium will make upward or downward adjustments to the
allowable costs, and then make prompt payments to Subrecipient for remaining allowable
reimbursable costs. The closeout of this award does not affect any of the following:
{20-CZM-00288/1523926/1] 15
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1. The right of the Consortium or RESTORE Council to disallow costs and
recover funds on the basis of a later audit or other review;
2. The obligation of the Subrecipient to return any funds due as a result of
later refunds, corrections, or other transactions including final indirect cost rate adjustments; or
3. The Subrecipient's obligations regarding audits, property management and
disposition (if applicable), and records retention.
B. Unless an extension is approved by the Consortium, within 90 days after the end
of the Project Completion Date, the Subrecipient must liquidate all obligations incurred under
this Award.
SECTION 14. LOBBYING PROHIBITION; CONFLICTS OF INTEREST.
The Subrecipient agrees to comply with, and include in subcontracts and subawards, the
following provisions:
A. The Subrecipient certifies that no Federal appropriated funds have been paid or
will be paid, by or on behalf of the Subrecipient, to any person for influencing or attempting to
influence an officer or employee of an agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress 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.
B. The Subrecipient certifies that no funds provided under this Agreement have been
used or will be used to engage in the lobbying of the Federal Government or in litigation against
the United States unless authorized under existing law.
C. Pursuant to 2 C.F.R, §200.450 and 2 C.F.R. §200.454(e), the Subrecipient is
hereby prohibited from using funds provided by this Agreement for membership dues to any
entity or organization engaged in lobbying activities.
D. If this Agreement is for more than $100,000, and if any funds other than federal
appropriated funds have been paid or will be paid to any person for influencing or attempting to
influence an officer or employee of any agency, a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in connection with this Federal contract,
grant, loan, or cooperative agreement, the Subrecipient shall complete and submit Standard
Form-LLL, "Disclosure of Lobbying Activities."
E. Hatch Act. In accordance with the provisions of the Hatch Act (5 U.S.C. 1501-
1508 and 7324-7328), no funds provided, nor personnel employed under this Agreement, shall
be in any way or any extent engaged in the conduct of political activities.
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F. Conflict of Interest.
1, The Subrecipient shall comply with Section III. C., of the FSEP entitled
"Conflict of Interest" in its performance of this Agreement.
2. The Subrecipient shall not employ or retain any person or entity with a
financial interest in the Project. The Subrecipient shall not employ, retain, or otherwise grant
any financial interest in the Project to any person employee, agent, consultant, officer, or elected
or appointed official of the Subrecipient who may exercise or have exercised any functions or
responsibilities with respect to the Project, or who are in a position to participate in a
decision-making process or gain inside knowledge to the Project, either for themselves or anyone
with whom they have business or immediate family ties. The Subrecipient must disclose in
writing any potential conflict of interest to the Consortium immediately upon becoming aware of
same.
SECTION 15. COMPLIANCE WITH LAWS.
The Subrecipient shall comply with all applicable federal, state and local laws, rules, and
regulations, and Consortium policies and regulations in performing under this Agreement,
including but not limited to the federal laws, regulations rules, policies, and executive orders
described in Attachments D-1, D-2, and D-3 hereto. The failure of this Agreement to
specifically reference a particular federal or state law or regulation, or policy or regulation of the
Gulf Consortium, shall not excuse Subrecipient from compliance with same to the extent such
law, regulation, or policy is applicable to Subrecipient's performance of the Project. The
Subrecipient further agrees to include this provision in all subcontracts entered into under this
Agreement.
SECTION 16. NOTICE.
All notices and written communication between the Parties shall be sent by electronic
mail, U.S. Mail, a courier delivery service, or delivered in person. Notices shall be considered
delivered when reflected by an electronic mail read receipt (or when receipt is otherwise
acknowledged), a courier service delivery receipt, other mail service delivery receipt, or when
receipt is acknowledged by recipient. Any and all notices required by this Agreement shall be
delivered to the Parties at the addresses identified under paragraph 17. This Section shall not
preclude routine communication by the Parties by other means,
SECTION 17. CONTACTS.
All notices required or permitted under this Agreement shall be directed to the following
contact persons:
Gulf Consortium
Grant Administrator
Gulf Consortium General Manager
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The Balmoral Group
165 Lincoln Avenue
Winter Park, FL 32789
(407) 629-2185
Gulf.Consortium@balmoralgroup.us
Subrecipient
Project Manager
Gary McAlpin, Manager
Coastal Zone Management
Collier County Government
2685 South Horseshoe Drive
Unit 103
Naples, FL 34104
Phone Number: (239) 252-5342
Email:Gary.McAlpin@colliercountyfl.gov
In the event the Consortium's Grant Administrator or the Subrecipient's Project Manager
changes, written notice by electronic mail with acknowledgement by the other Party will be
acceptable.
SECTION 18. INSURANCE.
A. Providing and maintaining adequate insurance coverage is a material obligation of
the Subrecipient. This insurance must provide coverage for all reasonably foreseeable claims that
may arise from the performance of the work specified under this Agreement, whether such work
is performed by the Subrecipient, any sub-subrecipient, or Subrecipient's contractors. The
Subrecipient shall be responsible for determining the specific kinds and limits of coverage to be
carried by the Subrecipient, subject to the provisions of this Agreement including any special
conditions attached hereto, and all applicable state and Federal laws and regulations.
B. Subrecipient shall, at a minimum, provide the equivalent insurance coverage for
real property and equipment acquired or improved with Federal funds pursuant to this
Agreement as provided to property owned by the non-Federal entity. Federally-owned property
need not be insured unless expressly required by the terms and conditions of the Financial
Assistance Award.
SECTION 19. REAL PROPERTY; EQUIPMENT.
A. Real property or an interest in real property may not be acquired under this
Agreement unless expressly authorized in the Award or otherwise approved in writing by the
Consortium and the RESTORE Council.
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B. The Subrecipient shall not mortgage or otherwise encumber title to the property of
the Project by utilizing it as collateral for any type of lien, note, mortgage, debt obligation, or
security agreement without prior written approval by the Consortium. The Subrecipient shall not
subject the title to such property to any liens or grants; the making of any federal loan; the
entering into of any cooperative agreement; or to the extension, continuation, renewal,
amendment, or modification of any federal contract, grant, loan, or cooperative agreement
without prior written approval from the Consortium.
C. For projects involving acquisition of an interest in real property, Subrecipient
acknowledges and shall comply with 2 C.F.R. § 200.311 and the RESTORE Council Financial
Assistance Standard Terms and Conditions related to Real Property, including, but not limited to
the section entitled "Property Standards." Pursuant to same, except as otherwise expressly
authorized by the Consortium, real property acquired under this Agreement must be used for the
originally authorized purpose as long as needed for that purpose, during which time the
Subrecipient entity must not dispose of or encumber its title or any other interest therein.
D. Subrecipient's acquisition, use, management, and disposition of equipment under
this Agreement shall be in compliance with 2 C.F.R. §§ 200.313 and 200.439 and RESTORE
Council Financial Assistance Standard Terms and Conditions related to Real Property, including,
but not limited to the section entitled"Property Standards."
SECTION 20. UNAUTHORIZED EMPLOYMENT.
The employment of unauthorized aliens by any Subrecipient/subcontractor is considered
a violation of Section 274A(e) of the Immigration and Nationality Act. If the
Subrecipient/subcontractor knowingly employs unauthorized aliens, such violation shall be cause
for unilateral cancellation of this Agreement. The Subrecipient shall be responsible for including
this provision in all subcontracts with private organizations issued as a result of this Agreement.
SECTION 21. NON-DISCRIMINATION.
A. No person, on the grounds of race, creed, color, religion, national origin, age,
gender, or disability, shall be excluded from participation in, be denied the proceeds or benefits
of, or be otherwise subjected to discrimination in performance of this Agreement. Subrecipient
and its subcontractors shall comply with the all federal and state laws, rules, regulations, policies
and executive orders relating to non-discrimination, including but not limited to those contained
in Attachment D-2, Federal Non-Discrimination Provisions.
B. An entity or affiliate who has been placed on the State of Florida's 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. The Florida
Department of Management Services is responsible for maintaining the discriminatory vendor
list and posts the list on its website,
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https://w ww.dms.myflorida.com/business_operations/state_purchasing/vendor_information/conv
icted_suspended_discriminatory_complai nts_vendor_lists.
SECTION 22. DEBARMENT/SUSPENSION,
In accordance with Presidential Executive Order 12549, Debarment and Suspension
(2 C.F.R. Part 180), the Subrecipient agrees and certifies that neither it, nor its principals, is
presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any Federal department or agency; and, that
the Subrecipient shall not enter into any lower tier contract, or other covered transaction, with a
person who is similarly debarred or suspended from participating in this covered transaction,
unless authorized in writing by the RESTORE Council to the Consortium. The Subrecipient is
responsible for reviewing the status of all proposed subcontractors and sub-awardees in the
System for Award Management (SAM) at https://sam.gov/SAM/ before entering into any
subcontract or sub-award under this Agreement. The Subrecipient shall include language
incorporating the requirements of this section in all subcontracts or lower tier agreements
executed to support the Subrecipient's work under this Agreement.
SECTION 23. COPYRIGHT, PATENT, AND TRADEMARK.
The RESTORE Council and the Consortium reserve a royalty-free, nonexclusive, and
irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for
federal and Consortium purposes:
A. The copyright in any work developed under this Award, including pursuant to any
sub-award or subcontract.
B. Any right or copyright to which a Subrecipient, sub-subrecipient, or a contractor
purchases ownership with funds pursuant to this Award.
C. All patent rights, copyrights and data rights must be in accordance with 2 C.F.R.
§200.315 and 37 C.F.R. Part 401,as applicable.
SECTION 24. SPECIAL CONDITIONS.
In accordance with 2 C.F.R. §§ 200.205 and 200.207, the Consortium may impose certain
special award conditions on Subrecipient where warranted. Subrecipient shall comply with all
special conditions applicable to this Agreement as set forth in Attachment B, Special Award
Conditions.
SECTION 25. ENVIRONMENTAL COMPLIANCE.
Subrecipient shall comply with the Federal environmental statutes, regulations, and
executive orders described in Attachment D-3, Environmental Compliance, as applicable, in
its performance of this Agreement. Additionally, if the Subrecipient becomes aware of any
[20-CZM-00288/1523926/1] 20
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impact on the environment that was not noted in the Subrecipient's approved application
package, Subrecipient must promptly notify the Consortium.
SECTION 26. PHYSICAL ACCESS AND INSPECTION.
As applicable, Consortium agents and personnel shall be given access to and may observe
and inspect work being performed under this Agreement, including by any of the following
methods:
A. Subrecipient shall provide access to any location or facility on which Subrecipient
or any of its subcontractors are performing work, or storing or staging equipment, materials or
documents;
B. Subrecipient shall permit inspection of any facility, equipment, practices, or
operations required in performance of any work pursuant to this Agreement; and
C. Subrecipient shall allow and facilitate sampling and monitoring of any substances,
soils, materials or parameters at any location reasonable or necessary to assure compliance with
any work or legal requirements pursuant to this Agreement.
SECTION 27. AMENDMENTS/MODIFICATIONS.
A. Change Orders, A Change Order to this Agreement is required when the
cumulative transfer of funds between approved budget categories, as described in the approved
Project budget contained within the Financial Assistance Award, is less than ten percent (10%)
of the total budget. All Change Orders are subject to the mutual agreement of both Parties as
evidenced in writing. The Grant Administrator shall be authorized to approve Change Orders on
behalf of the Consortium,
B. Amendment. Amendment of this Agreement is required for changes which cause
any of the following: an increase or decrease in the Agreement funding amount; a change in the
Project Completion Date; changes to the cumulative amount of funding transfers between
approved budget categories contained within the Financial Assistance Award exceeds or is
expected to exceed ten percent (10%) of the total budget; or any other modification to this
Agreement not otherwise described in paragraph A. above for which a Change Order would be
appropriate. All Amendments are subject to the mutual agreement of both Parties as evidenced
in writing. The Parties further acknowledge and agree that Amendments to this Agreement
impacting the Award may also require prior written approval of the RESTORE Council.
SECTION 28. PERMITS.
The Subrecipient expressly acknowledges that receipt of this grant does not imply nor
guarantee that a federal, state or local permit will be issued for a particular activity. Further, the
Subrecipient agrees to ensure that all necessary permits are obtained prior to implementation of
any grant funded activity that may fall under applicable federal, state or local laws.
[20-CZM-00288/1523926/1] 21
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SECTION 29. RECORDS; ACCESS TO RECORDS AND PERSONNEL.
A. Subrecipient shall retain all records generated under this Agreement in accordance
with 2 C.F.R. § 200.333.
B. Subrecipient shall comply with the Florida Public Records Law, codified at
Chapter 119, F.S. Records made or received in conjunction with this Agreement are public
records under Florida law. Subrecipient shall keep and maintain public records generated by the
Subrecipient in association with its performance of this Agreement.
C. This Agreement may be unilaterally canceled by the Consortium for refusal by the
Subrecipient to either provide to the Consortium upon request, or to allow inspection and
copying of, all public records made or received by the Subrecipient in conjunction with this
Agreement and subject to disclosure under Chapter 119, F.S.
D. IF THE SUBRECIPIENT HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
SUBRECIPIENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS AGREEMENT, CONTACT THE CONSORTIUM'S CUSTODIAN
OF PUBLIC RECORDS by telephone at (407) 629-2185, by email at
Gulf.Consortium@balmoralgroup.us, or at the mailing address below.
Gulf Consortium Records Custodian
The Balmoral Group
165 Lincoln Avenue
Winter Park, FL 32789
E. The Subrecipient acknowledges and agrees that the Consortium, the RESTORE
Council, the U.S. Department of Treasury, the Treasury Office of Inspector General, the
Comptroller General of the United States (Government Accountability Office (GAO)), or their
authorized representatives, shall have timely and unrestricted access to any pertinent books,
documents, papers, and records, whether written, printed, recorded, produced, or reproduced by
any electronic, mechanical, magnetic, or other process or medium, in order to make audits,
inspections, investigations, excerpts, transcripts, or other examinations as authorized by law.
This also includes timely and reasonable access to the Subrecipient's personnel for the purpose of
interview and discussion related to such documents. In the event any work is subgranted or
subcontracted, the Subrecipient shall similarly require each sub-subrecipient and subcontractor to
maintain and allow access to such records for audit purposes.
F. The Consortium, RESTORE Council, the U.S. Department of Treasury', the
Treasury Office of Inspector General, the Comptroller General of the United States (GAO), or
their authorized representatives shall have the right during normal business hours to conduct
announced and unannounced onsite and offsite physical visits of the Subrecipient and their
subcontractors corresponding to the duration of their records retention obligation for this award.
[20-CZM-00288/1523926/1] 22
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G. The rights of access in this Section are not limited to the required retention period
for the applicable records but last as long as the records are retained.
H. The Subrecipient agrees that if any litigation, claim, or audit is started before the
expiration of the record retention period established above, the records shall be retained until all
litigation, claims or audit findings involving the records have been resolved and final action
taken.
SECTION 30. MISCELLANEOUS.
A. Assignment. No assignment, delegation, transfer, or novation of this Agreement,
or any part hereof, may be made unless in writing and signed by both Parties.
B. Execution in Counterparts. This Agreement, and any Amendments or Change
Orders thereto, may be executed in multiple counterparts, each of which together shall be
deemed an original, but all of which together shall constitute one and the same instrument. In the
event that any signature is delivered by facsimile transmission or by email delivery of a ".pdf'
format data file, such signature shall create a valid and binding obligation of the Party executing
(or on whose behalf such signature is executed) with the same force and effect as if such
facsimile or".pdf" signature page were an original thereof.
C. Interpretation; Severability. This Agreement shall be construed in accordance
with the laws of the State of Florida. Wherever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
D. Entire Agreement; Joint Preparation. This Agreement represents the entire
agreement of the Parties. Any alterations, variations, changes, modifications or waivers of
provisions of this Agreement shall only be valid when they have been reduced to writing, duly
signed by each of the Parties hereto, and attached to the original of this Agreement, unless
otherwise provided herein. The Parties represent and agree that they have jointly negotiated this
Agreement and have had the opportunity to consult with and be represented by their own
competent counsel. This Agreement is therefore deemed to have been jointly prepared by the
Parties and no part hereof shall be construed more severely against one of the Parties than the
other.
E. Venue. Venue for any litigation arising from this Agreement shall be in Leon
County, Florida or if an action is brought in Federal Court, the United States District Court for
the Northern District of Florida, Tallahassee Division.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed,
the day and year Iast written below.
[20-CZM-00288/1523926/1] 23
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GULF CONSORTIUM COLLIE OUNTY, FL DA
By: By:
BUR i L.. SA tJ)DER_S, C—NA )2,ci.q /J
Print Name and Title Print Name and Title
Date: Date: 4-1a,c6 19,0&D
Attest: Attest:
By: By:
Print Name and Title Print Name and Title
ATTEST:
EST:
C; L K. K , LERK co?Deputy'CIerk
Approved as to tornt and legality
+ A -
Assis unt County Attur, • "
• a
20-C
[ ZA OU..S8/1523926/1] 24 __
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ATTACHMENT A
FINANCIAL ASSISTANCE AWARD
A-1
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ATTACHMENT B
SPECIAL AWARD CONDITIONS
1. Nature of the additional requirements; See below. The only special award
conditions imposed pursuant to this subaward are those imposed by the Gulf Coast Ecosystem
Restoration Council pursuant to Financial Assistance Award No. GNTSP20FL0097 (Attachment
A hereto).
2. Reason why the additional requirements are being imposed:
3. Nature of the action needed to remove the additional requirement(if applicable):
4. Time allowed for completing the actions (if applicable):
5. The method for requesting reconsideration of the additional requirements
imposed:
Subrecipient shall abide by the Special Award Conditions attached to Financial Assistance
Award No. GNTSP2OFL0097 (Attachment A hereto).
B-1
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B-1
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ATTACHMENT C
SUPPORTING DOCUMENTATION REQUIREMENTS
Supporting documentation must be provided for each amount for which reimbursement is being
claimed. Each piece of documentation should clearly reflect the dates on which the service
and/or goods were provided. Only expenditures for categories in the approved Project budget
will be reimbursed. Invoices for cost reimbursement contracts must be supported by an itemized
listing of expenditures by category (salary, travel, expenses, etc.).
Listed below are examples of the types of documentation representing the minimum
requirements for various categories of costs:
1. Salaries: A payroll register or similar documentation should be submitted. The
payroll register should show gross salary charges, fringe benefits, other deductions and net pay.
If an individual for whom reimbursement is being claimed is paid by the hour, a document
reflecting the hours worked times the rate of pay will be acceptable.
2. Fringe Benefits: Fringe Benefits should be supported by invoices showing the
amount paid on behalf of the employee (e.g., insurance premiums paid). If the contract
specifically states that fringe benefits will be based on a specified percentage rather than the
actual cost of fringe benefits, then the calculation for the fringe benefits amount must be shown.
Exception: Governmental entities are not required to provide check numbers or copies of checks
for fringe benefits.
3. Travel: Reimbursement for travel expenses must be in accordance with Section
112.061, Florida Statutes, and include sufficient documentation as to expenses for which
reimbursement is sought and also the purpose of the travel.
4. Other direct costs: Reimbursement will be made based on paid invoices/receipts.
5. Indirect costs: If the contract specifies that indirect costs will be paid based on a
specified rate, then the calculation should be shown.
6. Contractual Services (Subcontractors): Reimbursement requests for payments to
subcontractors must be substantiated by copies of invoices with backup documentation identical
to that required from the Subrecipient. Subcontracts which involve payments for direct salaries
shall clearly identify the personnel involved, salary rate per hour, and hours/time spent on the
Project. All multipliers used (i.e., fringe benefits, overhead, and/or general and administrative
rates) shall be supported by audit. If the Consortium determines that multipliers charged by any
subcontractor exceeded the rates supported by audit, the Subrecipient shall be required to
reimburse such funds to the Consortium within thirty (30) days of written notification. Interest
on the excessive charges shall be calculated based on the prevailing rate used by the State Board
of Administration.
C-1
1 6 A 3 1
ATTACHMENT D-1
FEDERAL PROVISIONS APPLICABLE TO SUBRECIPIENT
The Project subject to this Agreement is fuIIy or partially funded by Federal grants and
therefore, the Subrecipient will be required to comply with the following provisions:
1. Drug Free Workplace Requirements: All Subrecipients and contractors
entering into Federal funded contracts over the simplified acquisition threshold (as defined at
41 U.S.C. § 134) must comply with the Drug Free Workplace Act of 1988 (41 U.S.C. 8102),
which requires the Subrecipient to take certain actions to provide a drug-free workplace.
2. Davis-Bacon Act: If applicable, the Subrecipient agrees to comply with all
provisions of the Davis Bacon Act as amended (40 U.S.C. §§ 3141-3144 and 3136-3148), and to
require all of its contractors performing work under this Agreement to adhere to same. The
Subrecipient and its contractors are required to pay wages to laborers and mechanics at a rate not
less than the prevailing wages specified in a wage determination made by the Secretary of Labor.
In addition, the Subrecipient and its contractors are required to pay wages not less than once a
week. If the grant award contains Davis Bacon provisions, the Subrecipient shall place a copy of
the current prevailing wage determination issued by the Department of Labor in the solicitation
documents. The decision to award a contract shall be conditioned upon the acceptance of the
wage determination. The Subrecipient shall must report all suspected or reported violations of
the Davis-Bacon Act to the Consortium.
3. Copeland Anti Kick Back Act: Subrecipient and its contractors shall comply
with all the requirements of the Copeland Anti-Kickback Act (18 U.S.C. § 874 and 40 U.S.C. §
3145, as supplemented by Department of Labor regulations at 29 CFR Part 3), which are
incorporated by reference to this Agreement. Subrecipient and its contractors are prohibited from
inducing by any means any person employed in the construction, completion or repair of public
work to give up any part of the compensation to which he or she is otherwise entitled.
4. Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 3701-3708):
Where applicable, all contracts awarded in excess of$100,000 that involve the employment of
mechanics or laborers must be in compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented
by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. § 3702 of the Act, each
contractor is required to compute the wages of every mechanic and laborer on the basis of a
standard work week of 40 hours. Work in excess of the standard work week is permissible
provided that the worker is compensated at a rate of not less than one and a half times the basic
rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40
U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must
be required to work in surroundings or under working conditions which are unsanitary,
hazardous or dangerous. These requirements do not apply to the purchases of supplies or
materials or articles ordinarily available on the open market, or contracts for transportation or
transmission of intelligence,
D-1-1
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5. Debarment and Suspension (Executive Orders 12549 and 12689): A contract
award (see 2 CFR 180.220) must not be made under this Agreement to parties listed on the
government wide exclusions in the System for Award Management (SAM), in accordance with
the OMB guidelines at 2 CFR part 180 that implement Executive Orders 12549 (3 CFR part
1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), Debarment and Suspension.
SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by
agencies, as well as parties declared ineligible under statutory or regulatory authority other than
Executive Order 12549. The contractor shall certify compliance. The Subrecipient further agrees
to include a provision requiring such compliance in its lower tier covered transactions and
subcontracts, which shall read as follows:
Applicants or bidders for a lower tier covered transaction (except
procurement contracts for goods and services under $25,000 not
requiring the consent of a Council official) are subject to 2 C.F.R.
Part 180, "OMB Guidelines to Agencies on Governmentwide
Debarment and Suspension (Nonprocurement)," In addition,
applicants or bidders for a lower tier covered transaction for a
subaward, contract, or subcontract greater than $100,000 of
Federal funds at any tier are subject to relevant statutes, including
among others, the provisions of 31 U.S.C. 1352, as well as the
common rule, "New Restrictions on Lobbying," published at 55
FR 6736 (February 26, 1990), including definitions, and the Office
of Management and Budget "Governmentwide Guidance for New
Restrictions on Lobbying," and notices published at 54 FR 52306
(December 20, 1989), 55 FR 24540 (June 15, 1990), 57 FR 1772
(January 15, 1992), and 61 FR 1412 (January 19, 1996)
6. Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352): Subrecipients that apply
or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to
the tier above that it will not and has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency, a
member of Congress, officer or employee of Congress, or an employee of a member of Congress
in connection with obtaining any Federal contract, grant or any other award covered by
31 U.S.C. § 1352. Each tier must also disclose any lobbying with non-Federal funds that takes
place in connection with obtaining any Federal award. Such disclosures are forwarded from tier
to tier up to the non-Federal award. The contractor shall certify compliance.
7. 501(c)(4) Entities. The Lobbying Disclosure Act of 1995, as amended
(2 U.S.C. §1601 et seq.), prohibits any organization described in Section 501(c)(4) of the Internal
Revenue Code that engages in lobbying activities, from receiving federal funds, including
through an award, grant, and/or subgrant. Subrecipient shall ensure that its contractors and sub-
awardees comply with this requirement.
8. Federal Changes: Subrecipient shall comply with all applicable Federal agency
regulations, policies, procedures and directives, including without limitation those listed directly
D-1-2
1 6 A 3 1
or by reference, as they may be amended or promulgated from time to time during the term of
the contract.
9. Safeguarding Personal Identifiable Information: Subrecipient and its
contractors and subawardees will take reasonable measures to safeguard protected personally
identifiable information and other information designated as sensitive by the awarding agency or
is considered sensitive consistent with applicable Federal, state and/or local laws regarding
privacy and obligations of confidentiality.
10. Energy Policy and Conservation Act (43 U.S.C. §6201): Contracts shall
comply with mandatory standards and policies relating to energy efficiency, stating in the state
energy conservation plan issued in compliance with the Energy Policy and Conservation act.
(Pub. L. 94-163, 89 Stat. 871) [53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639,
19645, Apr. 19, 1995].
11. Right to Inventions Under Federal Grants. If applicable, Subrecipient shall
comply with the requirements of 37 C.F.R. part 401, "Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements," and any implementing regulations issued by the awarding agency.
D-1-3
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ATTACHMENT D-2
FEDERAL NON-DISCRIMINATION PROVISIONS
In performing under this Agreement, Subrecipient shall comply with the following
federally mandated non-discrimination requirements, as applicable:
I. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.)
2. Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681 et seq.)
3. Americans with Disabilities Act of 1990 (ADA) (42 U.S.C. §§ 12101 et seq.)
4. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794)
5. Revised ADA Standards for Accessible Design for Construction Awards
a. Title II of the Americans with Disabilities Act (ADA) (28 C.F.R. part 35;
75 FR 56164, as amended by 76 FR 13285)
b. Title III of the ADA (28 C.F.R. part 36; 75 FR 56164, as amended by 76
FR 13286)
6. Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.)
7. Parts II and III of EO 11246, "Equal Employment Opportunity," (30 FR 12319,
1965), as amended by EO 11375 (32 FR 14303, 1967)
8. EO 12086 "Consolidation of contract compliance functions for equal employment
opportunity" (43 FR 46501, 1978), requiring federally assisted construction contracts to include
the non-discrimination provisions of §§ 202 and 203 of EO 11246 "Equal Employment
Opportunity" (41 C.F.R. § 60-1.4(b), 1991)
9. EO 13166 (August 11, 2000), "Improving Access to Services for Persons With
Limited English Proficiency"
10. Pilot Program for Enhancement of Employee Whistleblower Protections. The
National Defense Authorization Act (NDAA) for Fiscal Year (FY) 2013 (Pub. L. No. 112-239,
enacted January 2, 2013 and codified at 41 U.S.C. § 4712)
D-2-1
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ATTACHMENT D-3
ENVIRONMENTAL COMPLIANCE
In performing under this Agreement, Subrecipient shall comply with all of the federal
environmental statutes, regulations, and executive orders listed below, as applicable:
1. The National Environmental Policy Act(42 U.S.C. § 4321 et. seq.)
2, The Endangered Species Act(16 U.S.C. § 1531 et seq.)
3. Magnuson-Stevens Fishery Conservation and Management Act (16 U.S.C. § 1801
et seq.)
4. Clean Water Act Section 404 (33 U.S.C. § I344 et seq.)
5. The Migratory Bird Treaty Act (16 U.S.C. §§ 703-712); Bald and Golden Eagle
Protection Act (16 U.S.C. § 668 et seq.), and Executive Order No. 13186, Responsibilities of
Federal Agencies to Protect Migratory Birds
6, National Historic Preservation Act (54 U.S.C. § 300101 et seq.) and the Advisory
Council on Historic Preservation Guidelines (36 CFR part 800)
7. Clean Air Act (42 U.S.C. § 7401 et seq.), Federal Water Pollution Control Act
(33 U.S.C. § 1251 et seq.) (Clean Water Act), and Executive Order 11738 ("Providing for
administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to
Federal contracts, grants or loans")
8. The Flood Disaster Protection Act(42 U.S.C. § 4002 et seq.)
9. Executive Order 11988 ("Floodplain Management") and Executive Order 11990
("Protection of Wetlands")
10. Executive Order 13112 ("Invasive Species")
11. The Coastal Zone Management Act (16 U.S.C. § 1451 et seq.)
12. The Coastal Barriers Resources Act (16 U.S.C. § 3501 et seq.)
13. The Wild and Scenic Rivers Act (16 U.S.C. § 1271 et seq.)
14. The Safe Drinking Water Act (42 U.S.C. § 300 et seq.)
15. The Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.)
16. The Comprehensive Environmental Response, Compensation, and Liability Act
(Superfund)(42 U.S.C. § 9601 et seq.)
D-3-I
t 6 A 3 1
17. Executive Order 12898 ("Environmental Justice in Minority Populations and Low
Income Populations")
18. Rivers and Harbors Act (33 U.S.C. § 407)
19. Marine Protection, Research and Sanctuaries Act (Pub. L. 92-532, as amended),
National Marine Sanctuaries Act (16 U.S.C. § 1431 et seq.), and Executive Order 13089 ("Coral
Reef Protection")
20. Farmland Protection Policy Act (7 U.S.C. 4201 et seq.)
21. Fish and Wildlife Coordination Act (16 U.S.C. 661 et seq.)
22. Pursuant to 2 CFR §200.322, Subrecipient and its contractors must comply with
Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act. The requirements of Section 6002 include procuring only items designated in
guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the
highest percentage of recovered materials practicable, consistent with maintaining a satisfactory
level of competition, where the purchase price of the item exceeds $10,000 or the value of the
quantity acquired during the preceding fiscal year exceeded $1 0,000; procuring solid waste
management services in a manner that maximizes energy and resource recovery; and establishing
an affirmative procurement program for procurement of recovered materials identified in the
EPA guidelines.
D-3-2
1 6 A 3 1
GULF CONSORTIUM SUBRECIPIENT AGREEMENT NO. 200097221.01
PURSUANT TO
THE RESTORE ACT SPILL IMPACT COMPONENT AND THE STATE OF FLORIDA
STATE EXPENDITURE PLAN
1. Subrecipient name (which must match the registered name in DUNS): Collier County
2. Subrecipient's DUNS number (see 2 C.F.R. § 200.32 "Data Universal Numbering
System (DUNS) number"): 076997790
3. Federal Award Identification Number (FAIN): GNTSP2OFL0097
4. Federal Award Date (see 2 C.F.R. § 200.39 "Federal award date"): January 27, 2020
5. Subaward Period of Performance:
Effective Date: (Date Executed by both Parties)
Project Completion Date: December 31,2024
6. Total Amount of Federal Funds Subject to Award: $820,516.00
7. Total Amount of Federal Funds Obligated to the Subrecipient: $775,760.00
8. Total Amount of the Federal Award Subject to this Agreement: $775,760.00
9. Federal award project description:
The scope of work for this Project consists of the monitoring program for FSEP Project 22-1,
Comprehensive Watershed Improvement Program. This project, once designed and built, will be
a series of linked surface water management projects on approximately 10,000 acres of eastern
Collier County, Florida with the objectives of restoring the hydrology and ecology of both
Naples Bay and Rookery Bay, as well as the hydrologic restoration of the southern Belle Meade
area of the Picayune Strand State Forest (PSSF), This portion of the Project consists of a
monitoring program for the Comprehensive Watershed Improvement Program to determine the
progress and success of the hydrologic restoration and to monitor water quality of flows entering
Naples and Rookery Bays. This portion of the project also includes a conceptual analysis for the
North Belle Meade area of the Collier County Comprehensive Watershed Improvement Plan
(CCCWIP) for potential ecological restoration and re-hydration options.
10. Name of Federal awarding agency, pass-through entity and contact information for
awarding official:
Federal Awarding Agency—Gulf Ecosystem Restoration Council
Pass Through Entity —The Gulf Consortium
Contact Information for Awarding Official of Pass-Through Entity -
]20-CZM-0028811523926/1]
SCJ
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Gulf Consortium General Manager
The Balmoral Group
165 Lincoln Avenue
Winter Park, FL 32789
(407) 629-2185
Gulf Consorti um@balmoralgroup.us
11. CFDA Number and Name: 87.052 Gulf Coast Ecosystem Restoration Council Oil Spill
Impact Program
12. Identification of whether the award is for research and development(R&D): No
13. Indirect cost rate for the Federal award (including whether the de minimis rate is charged
per 2 C.F.R. § 200.414 "Indirect (F&A) costs"): N/A
[2 0-CZM-0028811523926/11
J-
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GULF C I NSORTIUM COLLIE OUNTY, FL DA
By: / AAsp Imo— By:
i� I P tL2 a 14)4/0 BUR L.. SADER-S, C+A 'i A44(4 IJ
Print Name and Titled/A (QOM Print Name and Title
Date: � 2-1a6c2-0 Date: 41 Z.`6 \aoaD
Attest: Attest:
By: By:
Janina'Stamoulis,
Print Name and Title $,e ,(44. ' int Name and Title
,
ATTEST:
C L K. KINZ ,' RK
Depu r'£lerk
Approved as to loan and legality
A _ _
Assts nt County Attu () Da
[20-CZM-00288/1523926/1] 24
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TABLE OF CONTENTS
SECTION 1. RECITALS. 2
SECTION 2. GENERAL 2
SECTION 3. TERM. 2
SECTION 4. CONSIDERATION, COST REIMBURSEMENT,
SUPPORTING DOCUMENTATION. 2
SECTION 5. PROCESSING OF REIMBURSEMENT REQUESTS. 4
SECTION 6. PAYMENTS TO SUBRECIPIENT SUBJECT TO APPROPRIATION. 5
SECTION 7. REPORTING REQUIREMENTS 5
SECTION 8. INDEMNIFICATION. 6
SECTION 9. DEFAULT; TERMINATION; FORCE MAJEURE 7
SECTION 10. REMEDIES; FINANCIAL CONSEQUENCES. 8
SECTION 11. AUDITS 10
SECTION 12. SUBCONTRACTS; PROCUREMENT; SUBAWARDS I 1
SECTION 13. CLOSEOUT. 15
SECTION 14. LOBBYING PROHIBITION; CONFLICTS OF INTEREST. 16
SECTION 15. COMPLIANCE WITH LAWS. 17
SECTION 16. NOTICE 17
SECTION 17. CONTACTS. 17
SECTION 18. INSURANCE. 18
SECTION 19. REAL PROPERTY; EQUIPMENT. 18
SECTION 20. UNAUTHORIZED EMPLOYMENT. 19
SECTION 21. NON-DISCRIMINATION. 19
SECTION 22. DEBARMENT/SUSPENSION. 20
SECTION 23. COPYRIGHT, PATENT,AND TRADEMARK. 20
SECTION 24. SPECIAL CONDITIONS 20
SECTION 25. ENVIRONMENTAL CONDITIONS. 20
SECTION 26. PHYSICAL ACCESS AND INSPECTION 21
SECTION 27. AMENDMENTS/MODIFICATIONS. 21
SECTION 28. PERMITS. 21
SECTION 29. RECORDS; ACCESS TO RECORDS AND PERSONNEL. 22
SECTION 30. MISCELLANEOUS. 23
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ATTACHMENTS:
ATTACHMENT A FINANCIAL ASSISTANCE AWARD A-1
ATTACHMENT B SPECIAL AWARD CONDITIONS B-1
ATTACHMENT C SUPPORTING DOCUMENTATION REQUIREMENTS C-i
ATTACHMENT D-1 FEDERAL PROVISIONS APPLICABLE D-1-1
TO SUBRECIPIENT
ATTACHMENT D-2 FEDERAL NON-DISCRIMINATION PROVISIONS D-13-1
ATTACHMENT D-3 ENVIRONMENTAL COMPLIANCE D-3-1
[20-CZM-00288/1523926/11
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THIS SUBRECIPIENT AGREEMENT (hereinafter referred to as "Agreement") is
entered into by and between the GULF CONSORTIUM, a legal entity and public body
organized and created pursuant to section 163.01, Florida Statutes, (hereinafter referred to as the
"Consortium") and COLLIER COUNTY, FLORIDA, a political subdivision of the State of
Florida, whose address is 3299 Tamiami Trail East, Suite 303 Naples, FL 34112 (hereinafter
referred to as "Subrecipient"), to provide for the sub-award of funds to Subrecipient made
available through Financial Assistance Award FAIN No. GNTSP2OFL0097 between the
Consortium and the Gulf Coast Ecosystem Restoration Council (hereinafter referred to as the
"RESTORE Council"). Collectively, the Consortium and the Subrecipient shall be referred to as
"Parties" or individually as a "Party."
WHEREAS, in July 2012, the Resources and Ecosystems Sustainability, Tourist
Opportunities, and Revived Economies of the Gulf Coast States Act of 2012, Public Law 1113-
141, codified at 33 U.S.C. 1321(t) (hereinafter referred to as the "RESTORE Act") established
the Gulf Coast Ecosystem Restoration Council (hereinafter referred to as the "RESTORE
Council") and made funds available for the restoration and protection of the Gulf Coast Region
through a trust fund in the Treasury of the United States known as the Gulf Coast Restoration
Trust Fund (hereinafter referred to as the "Trust Fund"); and
WHEREAS, pursuant to the RESTORE Act, thirty percent (30%) of the funds available
in the Trust Fund are allocated to the Spill Impact Component, under which such funds are made
available to the five Gulf Coast states, including Florida, pursuant to an approved State
Expenditure Plan that meets the criteria set out in the RESTORE Act at 33 U.S.C.
1321(t)(3)(B)(i), including consistency with the goals and objectives of the RESTORE Council's
Comprehensive Plan; and
WHEREAS, the State of Florida State Expenditure Plan ("FSEP") was approved by the
RESTORE Council on October I, 2018; and
WHEREAS, FSEP Project No. 22-1 consists of a series of linked surface water
management projects on approximately 10,000 acres of eastern Collier County, Florida with the
objectives of restoring the hydrology and ecology of both Naples Bay and Rookery Bay, as well
as the hydrologic restoration of the southern Belle Meade area of the Picayune Strand State
Forest(PSSF); and
WHEREAS, on January 27, 2020, the Consortium and the RESTORE Council entered
into Financial Assistance Award FAIN No. GNTSP2OFL0097 governing the award of funds
from the Trust Fund for the purpose of funding all or a portion of FSEP Project No. 22-1, as
further described in such Financial Assistance Award and the attachments thereto (the "Project");
and
WHEREAS, the purpose of this Agreement is to provide for the sub-award of funds
awarded to the Consortium pursuant to Financial Assistance Award FAIN No. GNTSP2OFL0097
to Subrecipient such that Subrecipient may complete the Project, subject to the terms and
conditions set forth herein; and
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WHEREAS, the Subrecipient represents that they possess the requisite skills, knowledge,
financial capability and experience to perform the Project and other activities as provided herein.
NOW, THEREFORE, in consideration of the promises and the mutual benefits to be
derived herefrom, the Consortium and the Subrecipient do hereby agree as follows:
SECTION 1. RECITALS.
The above recitals are true and correct and are hereby incorporated herein by reference
and made a part of this Agreement.
SECTION 2. GENERAL.
The Subrecipient does hereby agree to perform the Project in accordance with the terms
and conditions set forth in this Agreement, Financial Assistance Award FAIN No.
GNTSP2OFL0097, attached hereto as Attachment A (hereinafter the "Financial Assistance
Award" or "Award"), including the Uniform Administrative Requirements, Cost Principles, and
Audit Requirements for Federal Awards set out at 2 CFR part 200 and the RESTORE Council's
Financial Assistance Standard Terms and Conditions; any Special Award Conditions contained
in Attachment B hereto (hereinafter "Special Award Conditions"); the Gulf Consortium
Subrecipient Policy and Grant Manual (available at https://www.gulkonsortium.org/); and all
other attachments and exhibits hereto.
SECTION 3. TERM.
A. This Agreement shall begin upon execution by both Parties (the "Effective Date")
and shall remain in effect until December 31, 2024 (the "Project Completion Date"), except that
the provisions contained within Sections 7, 10, 11, and 12, 26, and 29 shall survive the
termination of this Agreement.
B. The Subrecipient shall be eligible for reimbursement for work performed on or
after the Effective Date through the Project Completion Date. While certain pre-award costs
incurred by Subrecipient may be eligible for reimbursement if so indicated within the Financial
Assistance Award and approved by the RESTORE Council, Subrecipient assumes the risk for
any costs incurred prior to the Effective Date and acknowledges that such costs may not be
eligible for reimbursement under this Agreement.
C. All references to days herein shall refer to calendar days unless otherwise
indicated.
SECTION 4. CONSIDERATION, COST REIMBURSEMENT, SUPPORTING
DOCUMENTATION.
A. As consideration for the satisfactory completion of services rendered by the
Subrecipient and subject to the terms and conditions of this Agreement, the Consortium shall pay
the Subrecipient, on a cost reimbursement basis, up to a maximum of $775,760.00 for
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completion of the Project. It is understood and agreed that any additional funds necessary for the
completion of this Project above and beyond this award amount are the sole responsibility of the
Subrecipient,
B. The Subrecipient shall be reimbursed on a cost reimbursement basis for eligible
and allowable Project costs as such costs are incurred. Reimbursement shall be requested
through the Consortium's Grants Management System Portal located at
https://www.gulfconsortium.org/grant-resources ("Grant Management Portal"), as further
described in Section 5 hereof. To be eligible for reimbursement under this Agreement,
Subrecipient shall submit sufficient documentation to the satisfaction of the Consortium
demonstrating that Subrecipient is legally obligated to pay the costs for which reimbursement is
sought. Additionally, all costs for which reimbursement is sought must be in compliance with
laws, rules and regulations applicable to expenditures of Federal grant funds, including, but not
limited to, 31 C.F.R. Part 34, 2 C.F.R. Part 200, and the RESTORE Council Financial Assistance
Standard Terms and Conditions. Advance payment of funds to the Subrecipient under this
Agreement shall not be permitted unless expressly approved through a special award condition.
C. All requests for reimbursement under this Agreement shall be submitted in detail
sufficient for a proper pre-audit and post-audit thereof. A final payment request should be
submitted to the Consortium no later than thirty (30) days following the Project Completion
Date, to assure the availability of funds for payment. All work must be performed on or before
the Project Completion Date, and the subsequent thirty (30) day period merely allows the
Subrecipient to finalize invoices and backup documentation to support the final payment request.
D. The Consortium requires detailed documentation of all costs for which
reimbursement is sought under this Agreement ("Supporting Documentation"). The minimum
requirements regarding such Supporting Documentation are set forth in Attachment C,
Supporting Documentation Requirements. Each payment request submitted by the
Subrecipient shall be accompanied by sufficient Supporting Documentation substantiating all
costs incurred and for which reimbursement is sought, to the satisfaction of the Consortium. In
the event the Consortium determines the Supporting Documentation submitted by the
Subrecipient is insufficient to enable it to evaluate the allowability and eligibility of costs, the
Subrecipient shall furnish additional Supporting Documentation to the satisfaction of the
Consortium.
E. Eligible and allowable costs for reimbursement under this Agreement shall be
determined in accordance with 31 C.F.R. Part 34, 2 C.F.R. Part 200, the RESTORE Council
Financial Assistance Standard Terms and Conditions, and other applicable laws, rules, and
regulations.
F. Accounting. Subrecipient's accounting and financial management system shall
comply with 2 C.F.R. Part 200, including but not limited to 2 C.F.R. § 200.302 pertaining to
financial management. Subrecipient's accounting and financial management system shall be
sufficient to permit the preparation of reports required in connection with this Agreement and the
tracing of funds to a level of expenditures adequate to establish that such funds have been used
pursuant to the terms of this Agreement. Payments to Subrecipient may be contingent upon
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certification of the Subrecipient's financial management system in accordance with the standards
specified in 2 C.F.R. Part 200, including but not limited to 2 C.F.R. § 200.302. Subrecipient
must ensure that all sub-subrecipients comply with the provisions of this paragraph.
G. In the event that the Subrecipient recovers costs incurred under this Agreement
and reimbursed by the Consortium from another source, the Subrecipient shall reimburse the
Consortium for all recovered funds originally provided under this Agreement. Interest on any
refund shall be calculated based on the prevailing rate used by the State Board of Administration.
Interest shall be calculated from the date(s) the payment(s) are recovered by the Subrecipient to
the date repayment is made to the Consortium by the Subrecipient.
H. Retainage. Five percent (5%) of the total amount of RESTORE Act funds subject
to the Award shall be retained at the end of the Project until the Grant Administrator verifies that
all required work provided for under the Award is complete.
SECTION 5. PROCESSING OF REIMBURSEMENT REOUESTS.
A. No more frequently than on a monthly basis, the Subrecipient may request
reimbursement from the Consortium for costs incurred under this Agreement for which the
Subrecipient is legally obligated to pay. All payment requests shall be submitted using the
Payment Request Form made available through the Grant Management Portal located at
https://www.gulfconsortium.org/grant-resources, and shall be accompanied with sufficient
Supporting Documentation (collectively the Payment Request Form and any Supporting
Documentation shall hereinafter be referred to as the "Payment Request"). Additionally, at the
time of each Payment Request, Subrecipient shall submit a"Progress Report" utilizing a form for
same made available through the Grant Management Portal, which shall describe the work
performed for which reimbursement is being requested.
B. Within ten (10) days after receipt of the Payment Request, the Consortium shall,
in its sole discretion, determine if the Payment Request, or any portion thereof, is acceptable and
in strict compliance with the terms of this Agreement. If it is determined there are any errors in
the Payment Request or if additional Supporting Documentation is required, the Consortium
shall notify the Subrecipient within fifteen (15) days of receipt of such Payment Request. The
Subrecipient shall submit a revised Payment Request within ten (1 0) days of receipt of notice
from the Consortium. The Consortium reserves the right to delay or deny any Payment Request
containing errors or lacking sufficient Supporting Documentation until such deficiencies are
corrected to the satisfaction of the Consortium.
C. Upon determination by the Consortium that the Payment Request is sufficient, the
Consortium shall initiate the reimbursement process through the RESTORE Council in
accordance with the RESTORE Council Financial Assistance Standard Terms and Conditions
and the Consortium's applicable policies and procedures. Within ten (10) days of the
Consortium's receipt of the funds subject to the Payment Request from the RESTORE Council,
the Consortium shall remit such funds to the Subrecipient.
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D. If applicable, program income must be disbursed before the Subrecipient requests
funds from the Consortium.
SECTION 6. PAYMENTS TO SUBRECIPIENT SUBJECT TO AVAILABILITY
OF FUNDS.
The Consortium's performance and obligation to pay Subrecipient under this Agreement
is expressly contingent upon the Consortium's actual receipt of applicable funding from the
RESTORE Council. Authorization for continuation and completion of work and payment
associated therewith may be rescinded by the Consortium at its discretion, upon proper notice to
Subrecipient, if RESTORE Council funds are reduced or eliminated.
SECTION 7. REPORTING REQUIREMENTS.
A. Financial and Performance Reports. Subrecipient shall submit biannual financial
and performance reports related to the Project on forms provided by the Consortium and made
available through the Grant Management Portal, unless a different reporting period is included as
a special award condition. Each such financial and performance report shall be submitted no
later than twenty (20) days following the completion of the applicable reporting period. If the
work to be performed under this Agreement involves construction, restoration, or otherwise
consists of tangible improvements to the physical environment, Subrecipient shall include with
each performance report project photographs in jpg format and brief explanations of same
depicting the current status of the project, which photographs shall be suitable for posting to a
project-related website.
B. Final Proiect Report. Within 45 days of the completion of all required work
contemplated under the Award, Subrecipient shall submit a "Final Project Report," on a form
made available through the Grant Management Portal, in which the Subrecipient shall affirm that
to the best of its knowledge and belief the Project has been satisfactorily completed. The Final
Project Report shall further include an accounting of all Project expenses and such other
information as the Consortium deems necessary to facilitate close out of the Award and permit
the Consortium to meet all of its obligations and requirements under such Award.
C. Every publication of material based on, developed under, or otherwise produced
under a RESTORE Council financial assistance award, except scientific articles or papers
appearing in scientific, technical or professional journals must contain the following disclaimer:
"This [publication/video/etc.] was prepared by [Subrecipient]
using Federal funds under award [Federal Award Identification
Number] from the RESTORE Council. The statements, findings,
conclusions, and recommendations are those of the author(s) and
do not necessarily reflect the views of the RESTORE Council.
D. The Subrecipient agrees to provide a copy of any draft report or presentation to
the Consortium before making, or allowing to be made, a press release, publication, or other
public announcement concerning the final outcome of the FSEP Project that is the subject of this
Agreement.
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E. Any signage produced with funds from the Award or informing the public about
the activities funded in whole or in part by the Award, must first be approved in writing by the
Grant Administrator.
F. If the direct and/or indirect purchase of equipment is authorized under paragraph
20 of this Agreement, then the Subrecipient shall comply with the property management
requirements set forth in 2 C.F.R. § 200.313. An inventory of all personal property/equipment
purchased under this Agreement shall be completed at least once every two (2) years and
submitted via the Grant Management Portal no later than January 31st for each year this
Agreement is in effect. A final inventory report shall be submitted at the end of the Agreement.
G. Reporting on Real Property. In accordance with 2 C.F.R. § 200.329, The
Subrecipient shall complete and submit to the Consortium a report on the status of the real
property or interest in real property in which the federal government retains an interest, using a
SF-429 Real Property Status Report form annually for the first three years of the Award and
thereafter at successive five year intervals until the end of the Estimated Useful Life of the
property or time of disposition, whichever is less. All reports shall be submitted within 30 days
of the end of the year for which the report is made.
H. Funding Accountability and Transparency Act. Because of the federal funds
awarded under this Agreement, the Consortium must comply with the Funding Accountability
and Transparency Act of 2006 ("FFATA"). FFATA requires that information on federal awards
(federal financial assistance and expenditures) be made available to the public via a single,
searchable website, www.USASpending.gov. Grant recipients awarded a new Federal grant
greater than or equal to $25,000 awarded on or after October 1, 2010, are subject to FFATA. The
Subrecipient agrees assist the Consortium in providing the information necessary, over the life of
this Agreement, for the Consortium to comply with its reporting obligations under FFATA.
I. Nonconsumable and/or nonexpendable personal property or equipment that costs
$1,000 or more purchased for the Project by Subrecipient is subject to the requirements set forth
in Chapter 274, F.S., Chapter 691-73, F.A.C., and , 2 C.F.R. Part 200 (for equipment in excess of
$5,000), as applicable. The Subrecipient shall be responsible for maintaining appropriate
property records for any subcontracts that include the purchase of equipment as part of the
delivery of services. The Subrecipient shall comply with this requirement and ensure its
subcontracts issued under this Agreement, if any, impose this requirement, in writing, on its
subcontractors.
SECTION 8. INDEMNIFICATION.
Each Party hereto agrees that it shall be solely responsible for the negligent or wrongful
acts of its employees and agents, within the limits prescribed by law. However, nothing
contained herein shall constitute a waiver by either Party of its sovereign immunity or the
provisions of section 768,28, F.S.
..i
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SECTION 9. DEFAULT; TERMINATION; FORCE MAJEURE.
A. Termination for Cause.
1. By Consortium. The Consortium may terminate this Agreement for cause
at any time if any covenant, warranty, or representation made by Subrecipient in this Agreement
or in its application for funding submitted to the Consortium shall at any time be false or
misleading in any respect, or in the event of the failure of the Subrecipient to comply with the
terms and conditions of this Agreement. Prior to termination, the Consortium shall provide
fifteen (15) days written notice of its intent to terminate and shall provide the Subrecipient an
opportunity to consult with the Consortium regarding the reason(s) for termination.
2. By Subrecipient. Subrecipient may terminate this Agreement for cause at
any time if the Consortium fails to fulfil any of its responsibilities or obligations under this
Agreement. Prior to termination, Subrecipient shall provide fifteen (15) days written notice of its
intent to terminate setting forth the reasons for such termination, and shall provide the
Consortium an opportunity to consult with the Subrecipient regarding the reasons for
termination.
B. Termination for Convenience. This Agreement may be terminated for
convenience upon mutual agreement of the Parties. In such event, both Parties shall enter into a
separate agreement governing the termination conditions, including, but not limited to, the
effective date thereof.
C. Force Majeure. If a force majeure event occurs that causes delays or the
reasonable likelihood of delay in the fulfillment of the requirements of this Agreement, the
Subrecipient shall promptly notify the Grant Administrator in writing of the anticipated length
and cause of the delay, the measures taken or to be taken to minimize the delay and the
Subrecipient's intended timetable for implementation of such measures. If the Parties agree that
the delay or anticipated delay was caused, or will be caused by a force majeure, the Consortium
may, at its discretion, extend the time for performance under this Agreement for a period of time
equal to the delay resulting from the force majeure upon execution of an amendment to this
Agreement. Such agreement shall be evidenced by an Amendment to the Agreement in
accordance with Section 27 hereof. For purposes of this Agreement, "force majeure event" shall
be defined as shall be an act of God, strike, lockout, or other industrial disturbance, act of the
public enemy, war, blockade, public riot, lightning, fire, flood, explosion, failure to receive
timely necessary third party approvals through no fault of the Subrecipient, and any other cause,
whether of the kind specifically enumerated herein or otherwise, that is not reasonably within the
control of the Subrecipient and/or the Consortium. Failure to perform by the Subrecipient's
consultant(s) or subcontractor(s) shall not constitute a force majeure event.
D. Effect of Termination_ Costs incurred by the Subrecipient after termination of
this Agreement shall not be reimbursable unless expressly authorized by the Consortium prior to
the effective date of termination, or otherwise allowable pursuant to 2 C.F.R. §200.342.
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SECTION 10. REMEDIES; FINANCIAL CONSEQUENCES.
A. In the event that a deliverable or milestone to be performed under this Agreement
is deemed unsatisfactory by the Consortium, the Subrecipient shall re-perform the services
needed for submittal of a satisfactory deliverable, at no additional cost to the Consortium, within
twenty (20) days of being notified of the unsatisfactory deliverable, or within such other
timeframe as is specified in writing by the Grant Administrator. If a satisfactory deliverable is
not submitted within the specified timeframe, the Consortium may, in its sole discretion, either:
1) terminate this Agreement for failure to perform, or 2) the Consortium Grant Administrator
may, by written notice specifying the failure of performance under this Agreement, request that a
proposed Corrective Action Plan(CAP) be submitted by the Subrecipient to the Consortium. All
CAPs must be able to be implemented and performed in no more than sixty (60) calendar days
from the Consortium's approval of the CAP.
1. A CAP shall be submitted within ten (10) days of the date of the letter
request from the Consortium. The CAP shall be sent to the Consortium Grant Administrator for
review and approval. Within ten (10) calendar days of receipt of a CAP, the Consortium shall
notify the Subrecipient in writing whether the CAP proposed has been accepted. If the CAP is
not accepted, the Subrecipient shall have ten (10) days from receipt of the Consortium letter
rejecting the proposal to submit a revised proposed CAP. Failure to obtain the Consortium
approval of a CAP as specified above may result in the Consortium's termination of this
Agreement for cause as authorized in this Agreement.
2. Upon the Consortium's notice of acceptance of a proposed CAP, the
Subrecipient shall have ten (10) days to commence implementation of the accepted plan.
Acceptance of the proposed CAP by the Consortium does not relieve the Subrecipient of any of
its obligations under the Agreement. In the event the CAP fails to correct or eliminate
performance deficiencies by Subrecipient, the Consortium shall retain the right to require
additional or further remedial steps, or to terminate this Agreement for failure to perform. No
actions approved by the Consortium or steps taken by the Subrecipient shall preclude the
Consortium from subsequently asserting any deficiencies in performance. The Subrecipient shall
continue to implement the CAP until all deficiencies are corrected. Reports on the progress of the
CAP will be made to the Consortium as requested by the Consortium Grant Administrator.
3. Failure to respond to a Consortium request for a CAP or failure to correct
a deficiency in the performance of the Agreement as specified by the Consortium may result in
termination of the Agreement.
The remedies set forth above are not exclusive and the Consortium reserves the right to exercise
other remedies in addition to or in lieu of those set forth above, as permitted by this Agreement
or as otherwise available at law or in equity.
B. If the Subrecipient materially fails to comply with the terms and conditions of this
Agreement, including any federal or state statutes, rules, policies, or regulations, applicable to
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this Agreement, the Consortium may, in its sole discretion, take one or more of the following
actions:
1. Temporarily withhold cash payments to the Subrecipient pending
correction of the deficiency by the Subrecipient or more severe enforcement action by the
RESTORE Council or the Consortium.
2. Disallow (i.e. deny both use of funds and any applicable matching credit
for) all or part of the cost of the activity or action not in compliance.
3. Wholly or partly suspend or terminate this Agreement.
4. Initiate suspension or debarment proceedings as authorized under 2 C.F.R.
Part 180 and RESTORE Council regulations (or in the case of the Consortium, recommend such
a proceeding be initiated by the RESTORE Council).
5. Withhold future requests for reimbursement to Subrecipient under any
other Agreement between the Parties providing for the subaward of funds from the Trust Fund
for the implementation of an FSEP project or withhold future FSEP project implementation sub-
awards to the Subrecipient.
6. Demand a refund, either in whole or in part, of the funds provided to the
Subrecipient under this Agreement for non-compliance with the material terms of this
Agreement, The Subrecipient, upon such written notification from the Consortium shall refund,
and shall forthwith pay to the Consortium, the amount of money demanded by the Consortium.
Interest on any refund shall be calculated based on the prevailing rate used by the State Board of
Administration. Interest shall be calculated from the date(s) the original payment(s) are received
from the Consortium by the Subrecipient to the date repayment is made by the Subrecipient to
the Consortium.
7. Take other remedies that may be legally available.
8. Costs of the Subrecipient resulting from obligations incurred by the
Subrecipient during a suspension or after termination of the Agreement are not allowable unless
the Consortium expressly authorizes them in the notice of suspension or termination. Other
Subrecipient costs during suspension or after termination which are necessary and not reasonably
avoidable are allowable if the following apply:
a. The costs result from obligations which were properly incurred by
the Subrecipient before the effective date of suspension or termination, are not in anticipation of
it, and in the case of termination, are non-cancellable; and
b. The cost would be allowable if the Agreement were not suspended
or expired normally at the end of the funding period in which the termination takes place.
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C. RESTORE Act-Specific Remedy for Noncompliance. In addition to the remedies
available in the paragraphs above, the Subrecipient is subject to the RESTORE Act-specific
remedies for noncompliance outlined in the RESTORE Council Financial Assistance Standard
Terms and Conditions, incorporated into the Financial Assistance Award and made a part hereof.
D. Federal Clawbacks. In the event RESTORE Council, Department of the
Treasury, or such other Federal entity having jurisdiction demands the return of funds paid to
Subrecipient pursuant to this Agreement following a Federal audit or otherwise for any reason,
including but not limited to situations where costs paid with such funds were determined to be
ineligible or unallowable under the Award, Subrecipient shalt be solely liable for any such
amounts and shall return the full amount of the funds in question to the Consortium promptly
upon demand. If Subrecipient fails to comply with its obligation to return funds pursuant to this
paragraph, the Consortium may pursue any or all of the following remedies: (1) withhold future
requests for reimbursement to Subrecipient under this Agreement or any other Agreement
between the Parties providing for the subaward of funds from the Trust Fund; (2) deduct funds
allocated to the Subrecipient for use on future FSEP implementation projects; (3) pursue any
other remedy described in paragraph (B) above or available at law or in equity.
E. The Parties acknowledge and agree that the remedies provided in this Section 10
are separate and apart from the indemnification provisions set forth in Section 8 hereof and that
sovereign immunity shall not be a defense to any of the contractual obligations imposed on the
Parties in this Section.
SECTION 11. AUDITS.
A. In the event that the Subrecipient expends Seven Hundred Fifty Thousand Dollars
($750,000.00) or more in Federal awards in its fiscal year, the Subrecipient must have a single or
program-specific audit conducted within nine (9) months of the end of the Subrecipient's audit
period, in accordance with the provisions of 2 C.F.R. Part 200. In determining the Federal
awards expended in its fiscal year, the Subrecipient shall consider all sources of Federal awards,
including Federal resources received from the Consortium. The determination of amounts of
Federal awards expended should be in accordance with the guidelines established by
2 C.F.R. Part 200. An audit of the Subrecipient conducted by the Auditor General in accordance
with the provision of 2 C.F.R. Part 200 will meet the requirements of this part.
B. If the Subrecipient expends less than Seven Hundred Fifty Thousand Dollars
($750,000.00) in Federal awards in its fiscal year, an audit conducted in accordance with the
provisions of 2 C.F.R. Part 200, as revised, is not required for that year, except as noted in
2 C.F.R. § 200.503. In the event that the Subrecipient expends less than Seven Hundred Fifty
Thousand Dollars ($750,000.00) in Federal awards in its fiscal year and elects to have an audit
conducted in accordance with the provisions of 2 C.F.R. Part 200, as revised,the cost of the audit
must be paid from non-Federal resources. In accordance with 2 C.F.R. § 200.501(d), records
must be available for review or audit by appropriate officials of the RESTORE Council,
Consortium, and Government Accountability Office (GAO).
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C. Upon completion of the audit required in this Section, Subrecipient shall promptly
transmit a copy of the Subrecipient's audit report to the Consortium. Within six (6) months after
receipt of the Subrecipient's audit report, the Consortium shall issue a decision on any audit
findings contained within the report including direction to Subrecipient on any corrective action
that must be taken in response to same. Subrecipient's failure to have an audit conducted in
accordance with this Section or failure to implement corrective action in response to any audit
findings may result in the Consortium's imposition of remedies as provided in Section 9 hereof.
D. In addition to reviews of audits conducted in accordance with 2 C.F.R. Part 200,
monitoring procedures under this Agreement may include, but not be limited to, on-site visits by
the Consortium; limited-scope audits as defined by 2 C.F.R. Part 200; submittal and review of
financial management statements; and/or other procedures. By entering into this Agreement, the
Subrecipient agrees to comply and cooperate with any reasonable monitoring
procedures/processes deemed appropriate by the Consortium. In the event the Consortium
determines that a limited-scope audit of the Subrecipient is appropriate, the Subrecipient agrees
to comply with any additional instructions provided by the Consortium to the Subrecipient
regarding such audit. The Subrecipient further agrees to comply and cooperate with any
inspections, reviews, investigations, or audits deemed necessary by the Consortium.
SECTION 12. SUBCONTRACTS; PROCUREMENT; SUBAWARDS.
A. All procurements of property (as defined in 2 C.F.R. § 200.81) and services,
including the procurement of subcontractors, by Subrecipient under this Agreement shall comply
with 2 C.F.R. §§ 200.318-326, Appendix II to 2 C.F.R. Part 200 pertaining to contract provisions
for non-federal entity contracts under federal awards, the Florida Competitive Consultant
Negotiation Act, Section 287.055, Florida Statutes (as applicable), the Gulf Consortium
Subrecipient Policy (available at https://www.gulfconsortium.org/), and all other applicable
provisions of state and federal law.
B. In procuring goods and services under this Agreement, the Subrecipient shall use
its own documented procurement procedures, provided that such procurements conform to
applicable state and federal law.
C. The Subrecipient may subcontract work under this Agreement as necessary
without the prior written consent of the Consortium, subject to the any conditions or limitations
imposed by applicable state and federal law and Section 22 hereof concerning
debarred/suspended contractors. The Subrecipient shall submit a copy of the executed
subcontract and documentation of the competitive procurement process pursuant to which the
subcontractor was selected (e.g. invitation to bid, request for proposal, etc.) to the Consortium
prior to submitting any invoices for subcontracted work. Regardless of any subcontract, the
Subrecipient is ultimately responsible for all work performed under this Agreement. The
Subrecipient agrees to be responsible for the fulfillment of all work elements included in any
subcontract and agrees to be responsible for the payment of all monies due under any
subcontract. It is understood and agreed by the Subrecipient that the Consortium shall not be
liable to any subcontractor for any expenses or liabilities incurred under the subcontract and that
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the Subrecipient shall be solely liable to the subcontractor for all expenses and liabilities incurred
under the subcontract.
D. Required Notice in Procurements, The Subrecipient shall include the following
notice in each request for applications, proposals, or bids for a subaward, contract, or
subcontract, as applicable, under this Agreement:
Applicants or bidders for a lower tier covered transaction (except
procurement contracts for goods and services under $25,000 not
requiring the consent of a Council official) are subject to 2 C.F.R.
Part 180, "OMB Guidelines to Agencies on Government-wide
Debarment and Suspension (Nonprocurement)," In addition,
applicants or bidders for a lower tier covered transaction for a
subaward, contract, or subcontract greater than $100,000 of
Federal funds at any tier are subject to relevant statutes, including
among others, the provisions of 31 U.S.C. 1352, as well as the
common rule, "New Restrictions on Lobbying," published at 55
FR 6736 (February 26, 1990), including definitions, and the Office
of Management and Budget "Governmentwide Guidance for New
Restrictions on Lobbying," and notices published at 54 FR 52306
(December 20, 1989), 55 FR 24540 (June 15, 1990), 57 FR 1772
(January 15, 1992), and 61 FR 1412 (January 19, 1996)
E. Subcontract Monitoring. The Subrecipient shall monitor all subcontracted
services on a regular basis to assure contract compliance. Results of monitoring efforts shall be
summarized in written reports maintained by the Subrecipient and supported with documented
evidence of follow-up actions taken to correct areas of noncompliance, where applicable. Such
summaries and documents shall be submitted to the Consortium upon request.
F. Recused Entities. Subrecipient acknowledges and represents that it is aware that
certain persons and/or entities (the "Recused Entities") are expressly prohibited by contract and
under the express terms of Section III. C., of the FSEP from participating in the implementation
of any FSEP project, program, or activity, including the Project that is the subject of this
Agreement. Subrecipient acknowledges and agrees that to the extent it contracts, whether
directly or indirectly, with any such Recused Entity for the performance of work under this
Agreement, the Subrecipient does so solely at its own risk and any costs incurred by the
Subrecipient related to work performed by a Recused Entity shall be ineligible for cost
reimbursement.
G. The Subrecipient and/or the subcontractor shall not sub-grant or sub-contract any
part of the approved Project to any agency or employee of the RESTORE Council and/or any
other Federal department, agency, or instrumentality without the Consortium's prior written
approval.
H. Affirmative Action. The Consortium supports diversity in its procurement
program and requires that all subcontracting opportunities afforded by this Agreement embrace
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and encourage diversity. The Subrecipient's award of subcontracts should reflect the diversity of
the citizens of the State of Florida. In accordance with 2 C.F.R. § 200.321, the Subrecipient and
its subcontractors must take all necessary affirmative steps to assure that minority businesses,
women's business enterprises, and labor surplus area firms are used when possible. The
Subrecipient agrees to use affirmative steps, and to require its subcontractors and sub-
subrecipients to utilize affirmative steps, to ensure that minority businesses and women's
business enterprises are used when possible. Such affirmative steps shall at a minimum include:
1. Placing qualified small and minority businesses and women's business
enterprises on solicitation lists;
2. Assuring that small and minority businesses, and women's business
enterprises are solicited whenever they are potential sources;
3. Dividing total requirements, when economically feasible, into smaller
tasks or quantities to permit maximum participation by small and minority businesses and
women's business enterprises;
4. Establishing delivery schedules, where the requirement permits, which
encourage participation by small and minority businesses, or women's business enterprises;
5. Utilizing services and assistance, as appropriate, of such organizations as
the Small Business Administration, the Minority Business Development Agency of the
Department of the Commerce, the Florida Department of Management Services (Office of
Supplier Diversity), the Florida Department of Transportation, Minority Business Development
Center, and Local Government M/DBE programs; and
6. Requiring the prime contractor, if subcontracts are to be let, to take the
affirmative steps listed above in(1)through (5).
7. As used herein, the term"minority and women business enterprise" means
a business at least fifty-one (51) percent owned and controlled by minority group members or
women. Prior to award of any subcontract under this Agreement, Subrecipient shall document
its efforts made to comply with the requirements of this paragraph. The Subrecipient shall state
that it is an Equal Opportunity or Affirmative-Action employer in all solicitations or
advertisements for subcontractors or employees who shall perform work under this Agreement.
I. Equal Opportunity. During the performance of this Agreement, the Subrecipient
agrees as follows:
1. The Subrecipient will not discriminate against any employee or applicant
for employment because of race, color, religion, sex, sexual orientation, gender identity, or
national origin. The Subrecipient will take affirmative action to ensure that applicants are
employed, and that employees are treated during employment, without regard to their race, color,
religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but
not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or
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recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Subrecipient agrees to post in conspicuous
places, available to employees and applicants for employment, notices to be provided by the
contracting officer setting forth the provisions of this nondiscrimination clause.
2. The Subrecipient will, in all solicitations or advertisements for employees
placed by or on behalf of the Subrecipient, state that all qualified applicants will receive
consideration for employment without regard to race, color, religion, sex, sexual orientation,
gender identity, or national origin.
3. The Subrecipient will not discharge or in any other manner discriminate
against any employee or applicant for employment because such employee or applicant has
inquired about, discussed, or disclosed the compensation of the employee or applicant or another
employee or applicant. This provision shall not apply to instances in which an employee who has
access to the compensation information of other employees or applicants as a part of
such employee's essential job functions discloses the compensation of such other employees
or applicants to individuals who do not otherwise have access to such information, unless such
disclosure is in response to a formal complaint or charge, in furtherance of an investigation,
proceeding, hearing, or action, including an investigation conducted by the employer, or is
consistent with the Subrecipient's legal duty to furnish information,
4. The Subrecipient will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or understanding, a
notice to be provided by the agency contracting officer, advising the labor union or workers'
representative of the Subrecipient's commitments under section 202 of Executive Order 11246 of
September 24, 1965, and shall post copies of the notice in conspicuous places available to
employees and applicants for employment.
5, The Subrecipient will comply with all provisions of Executive Order
11246 of September 24, 1965, and of the rules, regulations, and relevant orders of
the Secretary of Labor.
6. The Subrecipient will furnish all information and reports required
by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of
the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and
accounts by the contracting agency and the Secretary of Labor for purposes of investigation to
ascertain compliance with such rules, regulations, and orders.
7. In the event of the Subrecipient's non-compliance with the
nondiscrimination clauses of this contract or with any of such rules, regulations, or orders,
this contract may be canceled, terminated or suspended in whole or in part and
the Subrecipient may be declared ineligible for further Government contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
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8. The Subrecipient shall include the provisions of paragraphs (1) through (8)
in every subcontract or purchase order unless exempted by rules, regulations, or orders of the
Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24,
1965, so that such provisions will be binding upon each sub-subrecipient or vendor. The
Subrecipient will take such action with respect to any subcontract or purchase order as may be
directed by the Secretary of Labor as a means of enforcing such provisions including sanctions
for noncompliance. Provided, however, that in the event the Subrecipient becomes involved in,
or is threatened with, litigation with a sub-subrecipient or vendor as a result of such direction,
the Subrecipient may request the United States to enter into such litigation to protect the interests
of the United States.
J. Sub-Awards. The Subrecipient shall not make sub-awards under this Agreement
unless expressly contemplated and approved in the Award (including identification of the
sub-awardee) or without the prior express written approval of the Consortium. In making
sub-awards under this Agreement, Subrecipients shall comply with all applicable rules,
regulations, policies, and requirements applicable to sub-awards made by subrecipients,
including but not limited to those contained in 31 C.F.R. Part 34, 2 C.F.R. Part 200, the
RESTORE Council's Financial Assistance Standard Terms and Conditions, and the
Consortium's Subrecipient Policy. All sub-awardees under this Agreement shall be subject to
the same performance, financial, and reporting requirements as the Subrecipient.
K. Prompt Payment Act. As described in Sections 4 and 5 hereof, Subrecipient
agrees and acknowledges that payments made under this Agreement are from federal funds and
contingent upon prior approval as to the allowability and eligibility of the costs for which
payment is requested by both the Consortium and the RESTORE Council. Where applicable,
Subrecipient is encouraged to include appropriate provisions regarding its obligations under
chapter 218, Part VII, the Local Government Prompt Payment Act, stating that payment to
subcontractors is contingent on receipt of federal funds or federal approval.
L. Scrutinized Companies. Subrecipient agrees to observe the requirements of
Section 287.135, F.S., for applicable subcontracts and subgrants entered into for the performance
of work under this Agreement.
SECTION 13. CLOSEOUT.
A. The Consortium will close out the Award when it determines that all applicable
administrative actions and all required work for this Award have been completed. Unless an
extension is approved by the Consortium, within 45 days after the end of the Project Completion
Date, the Subrecipient must submit any outstanding reports, including the Final Project Report,
as well as any required reporting on sub-awards, and must refund to the Consortium any balances
of unobligated cash that the Consortium paid in advance or paid and that is not authorized to be
retained by the Subrecipient entity for use in other projects. Within 30 days after receipt of all
outstanding reports, the Consortium will make upward or downward adjustments to the
allowable costs, and then make prompt payments to Subrecipient for remaining allowable
reimbursable costs. The closeout of this award does not affect any of the following:
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I, The right of the Consortium or RESTORE Council to disallow costs and
recover funds on the basis of a later audit or other review;
2. The obligation of the Subrecipient to return any funds due as a result of
later refunds, corrections, or other transactions including final indirect cost rate adjustments; or
3. The Subrecipient's obligations regarding audits, property management and
disposition (if applicable), and records retention.
B. Unless an extension is approved by the Consortium, within 90 days after the end
of the Project Completion Date, the Subrecipient must liquidate all obligations incurred under
this Award.
SECTION 14. LOBBYING PROHIBITION; CONFLICTS OF INTEREST.
The Subrecipient agrees to comply with, and include in subcontracts and subawards, the
following provisions:
A. The Subrecipient certifies that no Federal appropriated funds have been paid or
will be paid, by or on behalf of the Subrecipient, to any person for influencing or attempting to
influence an officer or employee of an agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress 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.
B. The Subrecipient certifies that no funds provided under this Agreement have been
used or will be used to engage in the lobbying of the Federal Government or in litigation against
the United States unless authorized under existing law.
C. Pursuant to 2 C.F.R, §200.450 and 2 C.F.R. §200.454(e), the Subrecipient is
hereby prohibited from using funds provided by this Agreement for membership dues to any
entity or organization engaged in lobbying activities.
D. If this Agreement is for more than $100,000, and if any funds other than federal
appropriated funds have been paid or will be paid to any person for influencing or attempting to
influence an officer or employee of any agency, a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in connection with this Federal contract,
grant, loan, or cooperative agreement, the Subrecipient shall complete and submit Standard
Form-LLL, "Disclosure of Lobbying Activities."
E. Hatch Act. In accordance with the provisions of the Hatch Act (5 U.S.C. 1501-
1508 and 7324-7328), no funds provided, nor personnel employed under this Agreement, shall
be in any way or any extent engaged in the conduct of political activities.
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F. Conflict of Interest.
1. The Subrecipient shall comply with Section III. C., of the FSEP entitled
"Conflict of Interest" in its performance of this Agreement.
2. The Subrecipient shall not employ or retain any person or entity with a
financial interest in the Project. The Subrecipient shall not employ, retain, or otherwise grant
any financial interest in the Project to any person employee, agent, consultant, officer, or elected
or appointed official of the Subrecipient who may exercise or have exercised any functions or
responsibilities with respect to the Project, or who are in a position to participate in a
decision-making process or gain inside knowledge to the Project, either for themselves or anyone
with whom they have business or immediate family ties. The Subrecipicnt must disclose in
writing any potential conflict of interest to the Consortium immediately upon becoming aware of
same.
•
SECTION 15. COMPLIANCE WITH LAWS.
The Subrecipient shall comply with all applicable federal, state and local laws, rules, and
regulations, and Consortium policies and regulations in performing under this Agreement,
including but not limited to the federal laws, regulations rules, policies, and executive orders
described in Attachments D-1, D-2, and D-3 hereto. The failure of this Agreement to
specifically reference a particular federal or state law or regulation, or policy or regulation of the
Gulf Consortium, shall not excuse Subrecipient from compliance with same to the extent such
law, regulation, or policy is applicable to Subrecipient's performance of the Project. The
Subrecipient further agrees to include this provision in all subcontracts entered into under this
Agreement.
SECTION 16. NOTICE.
All notices and written communication between the Parties shall be sent by electronic
mail, U.S. Mail, a courier delivery service, or delivered in person. Notices shall be considered
delivered when reflected by an electronic mail read receipt (or when receipt is otherwise
acknowledged), a courier service delivery receipt, other mail service delivery receipt, or when
receipt is acknowledged by recipient. Any and all notices required by this Agreement shall be
delivered to the Parties at the addresses identified under paragraph 17. This Section shall not
preclude routine communication by the Parties by other means.
SECTION 17. CONTACTS.
All notices required or permitted under this Agreement shall be directed to the following
contact persons:
Gulf Consortium
Grant Administrator
Gulf Consortium General Manager
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The Balmoral Group
165 Lincoln Avenue
Winter Park, FL 32789
(407) 629-2185
Gulf Consortium@balmoralgroup.us
Subrecipient
Project Manager
Gary McAlpin, Manager
Coastal Zone Management
Collier County Government
2685 South Horseshoe Drive
Unit 103
Naples, FL 34104
Phone Number: (239) 252-5342
Email:Gary.McAlpin@colliercountyfl.gov
In the event the Consortium's Grant Administrator or the Subrecipient's Project Manager
changes, written notice by electronic mail with acknowledgement by the other Party will be
acceptable.
SECTION 18. INSURANCE.
A. Providing and maintaining adequate insurance coverage is a material obligation of
the Subrecipient. This insurance must provide coverage for all reasonably foreseeable claims that
may arise from the performance of the work specified under this Agreement, whether such work
is performed by the Subrecipient, any sub-subrecipient, or Subrecipient's contractors. The
Subrecipient shall be responsible for determining the specific kinds and limits of coverage to be
carried by the Subrecipient, subject to the provisions of this Agreement including any special
conditions attached hereto, and all applicable state and Federal laws and regulations.
B. Subrecipient shall, at a minimum, provide the equivalent insurance coverage for
real property and equipment acquired or improved with Federal funds pursuant to this
Agreement as provided to property owned by the non-Federal entity. Federally-owned property
need not be insured unless expressly required by the terms and conditions of the Financial
Assistance Award.
SECTION 19. REAL PROPERTY; EQUIPMENT.
A. Real property or an interest in real property may not be acquired under this
Agreement unless expressly authorized in the Award or otherwise approved in writing by the
Consortium and the RESTORE Council.
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B. The Subrecipient shall not mortgage or otherwise encumber title to the property of
the Project by utilizing it as collateral for any type of lien, note, mortgage, debt obligation, or
security agreement without prior written approval by the Consortium. The Subrecipient shall not
subject the title to such property to any liens or grants; the making of any federal loan; the
entering into of any cooperative agreement; or to the extension, continuation, renewal,
amendment, or modification of any federal contract, grant, loan, or cooperative agreement
without prior written approval from the Consortium.
C. For projects involving acquisition of an interest in real property, Subrecipient
acknowledges and shall comply with 2 C.F.R. § 200.311 and the RESTORE Council Financial
Assistance Standard Terms and Conditions related to Real Property, including, but not limited to
the section entitled "Property Standards." Pursuant to same, except as otherwise expressly
authorized by the Consortium, real property acquired under this Agreement must be used for the
originally authorized purpose as long as needed for that purpose, during which time the
Subrecipient entity must not dispose of or encumber its title or any other interest therein.
D. Subrecipient's acquisition, use, management, and disposition of equipment under
this Agreement shall be in compliance with 2 C.F.R. §§ 200.313 and 200.439 and RESTORE
Council Financial Assistance Standard Terms and Conditions related to Real Property, including,
but not limited to the section entitled "Property Standards."
SECTION 20. UNAUTHORIZED EMPLOYMENT.
The employment of unauthorized aliens by any Subrecipient/subcontractor is considered
a violation of Section 274A(e) of the Immigration and Nationality Act. If the
Subrecipient/subcontractor knowingly employs unauthorized aliens, such violation shall be cause
for unilateral cancellation of this Agreement. The Subrecipient shall be responsible for including
this provision in all subcontracts with private organizations issued as a result of this Agreement.
SECTION 21. NON-DISCRIMINATION.
A. No person, on the grounds of race, creed, color, religion, national origin, age,
gender, or disability, shall be excluded from participation in, be denied the proceeds or benefits
of, or be otherwise subjected to discrimination in performance of this Agreement. Subrecipient
and its subcontractors shall comply with the all federal and state laws, rules, regulations, policies
and executive orders relating to non-discrimination, including but not limited to those contained
in Attachment D-2, Federal Non-Discrimination Provisions.
B. An entity or affiliate who has been placed on the State of Florida's 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. The Florida
Department of Management Services is responsible for maintaining the discriminatory vendor
list and posts the list on its website,
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https://www,dms.myflorida.com/business_operations/state_purchasing/vendor_i nformationiconv
icted_suspended_discriminatory_complaints_vendor_lists.
SECTION 22. DEBARMENT/SUSPENSION.
In accordance with Presidential Executive Order 12549, Debarment and Suspension
(2 C.F.R. Part 180), the Subrecipient agrees and certifies that neither it, nor its principals, is
presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any Federal department or agency; and, that
the Subrecipient shall not enter into any lower tier contract, or other covered transaction, with a
person who is similarly debarred or suspended from participating in this covered transaction,
unless authorized in writing by the RESTORE Council to the Consortium. The Subrecipient is
responsible for reviewing the status of all proposed subcontractors and sub-awardees in the
System for Award Management (SAM) at https://sam.gov/SAM/ before entering into any
subcontract or sub-award under this Agreement. The Subrecipient shall include language
incorporating the requirements of this section in all subcontracts or lower tier agreements
executed to support the Subrecipient's work under this Agreement.
SECTION 23. COPYRIGHT, PATENT, AND TRADEMARK.
The RESTORE Council and the Consortium reserve a royalty-free, nonexclusive, and
irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for
federal and Consortium purposes:
A. The copyright in any work developed under this Award, including pursuant to any
sub-award or subcontract.
B. Any right or copyright to which a Subrecipient, sub-subrecipient, or a contractor
purchases ownership with funds pursuant to this Award.
C. All patent rights, copyrights and data rights must be in accordance with 2 C.F.R.
§200.315 and 37 C.F.R, Part 401,as applicable.
SECTION 24. SPECIAL CONDITIONS.
In accordance with 2 C.F.R. §§ 200.205 and 200.207,the Consortium may impose certain
special award conditions on Subrecipient where warranted. Subrecipient shall comply with all
special conditions applicable to this Agreement as set forth in Attachment B, Special Award
Conditions.
SECTION 25. ENVIRONMENTAL COMPLIANCE.
Subrecipient shall comply with the Federal environmental statutes, regulations, and
executive orders described in Attachment D-3, Environmental Compliance, as applicable, in
its performance of this Agreement. Additionally, if the Subrecipient becomes aware of any
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impact on the environment that was not noted in the Subrecipient's approved application
package, Subrecipient must promptly notify the Consortium.
SECTION 26. PHYSICAL ACCESS AND INSPECTION.
As applicable, Consortium agents and personnel shall be given access to and may observe
and inspect work being performed under this Agreement, including by any of the following
methods:
A. Subrecipient shall provide access to any location or facility on which Subrecipient
or any of its subcontractors are performing work, or storing or staging equipment, materials or
documents;
B. Subrecipient shall permit inspection of any facility, equipment, practices, or
operations required in performance of any work pursuant to this Agreement; and
C. Subrecipient shall allow and facilitate sampling and monitoring of any substances,
soils, materials or parameters at any location reasonable or necessary to assure compliance with
any work or legal requirements pursuant to this Agreement.
SECTION 27. AMENDMENTS/MODIFICATIONS.
A. Change Orders. A Change Order to this Agreement is required when the
cumulative transfer of funds between approved budget categories, as described in the approved
Project budget contained within the Financial Assistance Award, is less than ten percent (10%)
of the total budget. All Change Orders are subject to the mutual agreement of both Parties as
evidenced in writing. The Grant Administrator shall be authorized to approve Change Orders on
behalf of the Consortium.
B. Amendment. Amendment of this Agreement is required for changes which cause
any of the following: an increase or decrease in the Agreement funding amount; a change in the
Project Completion Date; changes to the cumulative amount of funding transfers between
approved budget categories contained within the Financial Assistance Award exceeds or is
expected to exceed ten percent (10%) of the total budget; or any other modification to this
Agreement not otherwise described in paragraph A. above for which a Change Order would be
appropriate. All Amendments are subject to the mutual agreement of both Parties as evidenced
in writing. The Parties further acknowledge and agree that Amendments to this Agreement
impacting the Award may also require prior written approval of the RESTORE Council.
SECTION 28. PERMITS.
The Subrecipient expressly acknowledges that receipt of this grant does not imply nor
guarantee that a federal, state or local permit will be issued for a particular activity. Further, the
Subrecipient agrees to ensure that all necessary permits are obtained prior to implementation of
any grant funded activity that may fall under applicable federal, state or local laws.
[20-CZM-00288/1523926/1] 21
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SECTION 29. RECORDS; ACCESS TO RECORDS AND PERSONNEL.
A. Subrecipient shall retain all records generated under this Agreement in accordance
with 2 C.F.R. § 200.333.
B. Subrecipient shall comply with the Florida Public Records Law, codified at
Chapter 119, F.S. Records made or received in conjunction with this Agreement are public
records under Florida law. Subrecipient shall keep and maintain public records generated by the
Subrecipient in association with its performance of this Agreement.
C. This Agreement may be unilaterally canceled by the Consortium for refusal by the
Subrecipient to either provide to the Consortium upon request, or to allow inspection and
copying of, all public records made or received by the Subrecipient in conjunction with this
Agreement and subject to disclosure under Chapter 119, F.S.
D. IF THE SUBRECIPIENT HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
SUBRECIPIENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS AGREEMENT, CONTACT THE CONSORTIUM'S CUSTODIAN
OF PUBLIC RECORDS by telephone at (407) 629-2185, by email at
Gulf.Consortium@balmoralgroup.us, or at the mailing address below.
Gulf Consortium Records Custodian
The Balmoral Group
165 Lincoln Avenue
Winter Park, FL 32789
E. The Subrecipient acknowledges and agrees that the Consortium, the RESTORE
Council, the U.S. Department of Treasury, the Treasury Office of Inspector General, the
Comptroller General of the United States (Government Accountability Office (GAO)), or their
authorized representatives, shall have timely and unrestricted access to any pertinent books,
documents, papers, and records, whether written, printed, recorded, produced, or reproduced by
any electronic, mechanical, magnetic, or other process or medium, in order to make audits,
inspections, investigations, excerpts, transcripts, or other examinations as authorized by law.
This also includes timely and reasonable access to the Subrecipient's personnel for the purpose of
interview and discussion related to such documents. In the event any work is subgranted or
subcontracted, the Subrecipient shall similarly require each sub-subrecipient and subcontractor to
maintain and allow access to such records for audit purposes.
F. The Consortium, RESTORE Council, the U.S. Department of Treasury, the
Treasury Office of Inspector General, the Comptroller General of the United States (GAO), or
their authorized representatives shall have the right during normal business hours to conduct
announced and unannounced onsite and offsite physical visits of the Subrecipient and their
subcontractors corresponding to the duration of their records retention obligation for this award.
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G. The rights of access in this Section are not limited to the required retention period
for the applicable records but last as long as the records are retained.
H. The Subrecipient agrees that if any litigation, claim, or audit is started before the
expiration of the record retention period established above, the records shall be retained until all
litigation, claims or audit findings involving the records have been resolved and final action
taken.
SECTION 30. MISCELLANEOUS.
A. Assignment. No assignment, delegation, transfer, or novation of this Agreement,
or any part hereof, may be made unless in writing and signed by both Parties.
B. Execution in Counterparts. This Agreement, and any Amendments or Change
Orders thereto, may be executed in multiple counterparts, each of which together shall be
deemed an original, but all of which together shall constitute one and the same instrument. In the
event that any signature is delivered by facsimile transmission or by email delivery of a ",pdf'
format data file, such signature shall create a valid and binding obligation of the Party executing
(or on whose behalf such signature is executed) with the same force and effect as if such
facsimile or".pdf' signature page were an original thereof.
C. Interpretation; Severability. This Agreement shall be construed in accordance
with the laws of the State of Florida. Wherever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
D. Entire Agreement; Joint Preparation. This Agreement represents the entire
agreement of the Parties. Any alterations, variations, changes, modifications or waivers of
provisions of this Agreement shall only be valid when they have been reduced to writing, duly
signed by each of the Parties hereto, and attached to the original of this Agreement, unless
otherwise provided herein. The Parties represent and agree that they have jointly negotiated this
Agreement and have had the opportunity to consult with and be represented by their own
competent counsel. This Agreement is therefore deemed to have been jointly prepared by the
Parties and no part hereof shall be construed more severely against one of the Parties than the
other.
E. Venue. Venue for any litigation arising from this Agreement shall be in Leon
County, Florida or if an action is brought in Federal Court, the United States District Court for
the Northern District of Florida, Tallahassee Division.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed,
the day and year last written below.
[20-CZM-00288/1523926/1] 23
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ATTACHMENT A
FINANCIAL ASSISTANCE AWARD
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ATTACHMENT B
SPECIAL AWARD CONDITIONS
1. Nature of the additional requirements: See below. The only special award
conditions imposed pursuant to this subaward are those imposed by the Gulf Coast Ecosystem
Restoration Council pursuant to Financial Assistance Award No. GNTSP2OFL0097 (Attachment
A hereto).
2, Reason why the additional requirements are being imposed:
3. Nature of the action needed to remove the additional requirement(if applicable):
4. Time allowed for completing the actions (if applicable):
5. The method for requesting reconsideration of the additional requirements
imposed:
Subrecipient shall abide by the Special Award Conditions attached to Financial Assistance
Award No. GNTSP2OFL0097(Attachment A hereto).
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ATTACHMENT C
SUPPORTING DOCUMENTATION REQUIREMENTS
Supporting documentation must be provided for each amount for which reimbursement is being
claimed. Each piece of documentation should clearly reflect the dates on which the service
and/or goods were provided. Only expenditures for categories in the approved Project budget
will be reimbursed. Invoices for cost reimbursement contracts must be supported by an itemized
listing of expenditures by category (salary, travel, expenses, etc.).
Listed below are examples of the types of documentation representing the minimum
requirements for various categories of costs:
1. Salaries: A payroll register or similar documentation should be submitted. The
payroll register should show gross salary charges, fringe benefits, other deductions and net pay.
If an individual for whom reimbursement is being claimed is paid by the hour, a document
reflecting the hours worked times the rate of pay will be acceptable.
2. Fringe Benefits: Fringe Benefits should be supported by invoices showing the
amount paid on behalf of the employee (e.g., insurance premiums paid). If the contract
specifically states that fringe benefits will be based on a specified percentage rather than the
actual cost of fringe benefits, then the calculation for the fringe benefits amount must be shown.
Exception: Governmental entities are not required to provide check numbers or copies of checks
for fringe benefits.
3. Travel: Reimbursement for travel expenses must be in accordance with Section
112.061, Florida Statutes, and include sufficient documentation as to expenses for which
reimbursement is sought and also the purpose of the travel.
4. Other direct costs: Reimbursement will be made based on paid invoices/receipts.
5. Indirect costs: If the contract specifies that indirect costs will be paid based on a
specified rate, then the calculation should be shown.
6. Contractual Services (Subcontractors): Reimbursement requests for payments to
subcontractors must be substantiated by copies of invoices with backup documentation identical
to that required from the Subrecipient. Subcontracts which involve payments for direct salaries
shall clearly identify the personnel involved, salary rate per hour, and hours/time spent on the
Project, All multipliers used (i.e., fringe benefits, overhead, and/or general and administrative
rates) shall be supported by audit. If the Consortium determines that multipliers charged by any
subcontractor exceeded the rates supported by audit, the Subrecipient shall be required to
reimburse such funds to the Consortium within thirty (30) days of written notification. Interest
on the excessive charges shall be calculated based on the prevailing rate used by the State Board
of Administration.
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ATTACHMENT D-1
FEDERAL PROVISIONS APPLICABLE TO SUBRECIPIENT
The Project subject to this Agreement is fully or partially funded by Federal grants and
therefore, the Subrecipient will be required to comply with the following provisions:
1. Drug Free Workplace Requirements: AU Subrecipients and contractors
entering into Federal funded contracts over the simplified acquisition threshold (as defined at
41 U.S.C. § 134) must comply with the Drug Free Workplace Act of 1988 (41 U.S.C. 8102),
which requires the Subrecipient to take certain actions to provide a drug-free workplace.
2. Davis-Bacon Act: If applicable, the Subrecipient agrees to comply with all
provisions of the Davis Bacon Act as amended (40 U.S.C. §§ 3141-3144 and 3136-3148), and to
require all of its contractors performing work under this Agreement to adhere to same. The
Subrecipient and its contractors are required to pay wages to laborers and mechanics at a rate not
less than the prevailing wages specified in a wage determination made by the Secretary of Labor.
In addition, the Subrecipient and its contractors are required to pay wages not less than once a
week. If the grant award contains Davis Bacon provisions,the Subrecipient shall place a copy of
the current prevailing wage determination issued by the Department of Labor in the solicitation
documents. The decision to award a contract shall be conditioned upon the acceptance of the
wage determination. The Subrecipient shall must report all suspected or reported violations of
the Davis-Bacon Act to the Consortium.
3. Copeland Anti Kick Back Act: Subrecipient and its contractors shall comply
with all the requirements of the Copeland Anti-Kickback Act (18 U.S.C. § 874 and 40 U.S.C. §
3145, as supplemented by Department of Labor regulations at 29 CFR Part 3), which are
incorporated by reference to this Agreement. Subrecipient and its contractors are prohibited from
inducing by any means any person employed in the construction, completion or repair of public
work to give up any part of the compensation to which he or she is otherwise entitled.
4. Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 3701-3708):
Where applicable, all contracts awarded in excess of $100,000 that involve the employment of
mechanics or laborers must be in compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented
by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. § 3702 of the Act, each
contractor is required to compute the wages of every mechanic and laborer on the basis of a
standard work week of 40 hours. Work in excess of the standard work week is permissible
provided that the worker is compensated at a rate of not less than one and a half times the basic
rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40
U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must
be required to work in surroundings or under working conditions which are unsanitary,
hazardous or dangerous. These requirements do not apply to the purchases of supplies or
materials or articles ordinarily available on the open market, or contracts for transportation or
transmission of intelligence.
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5. Debarment and Suspension (Executive Orders 12549 and 12689): A contract
award (see 2 CFR 180.220) must not be made under this Agreement to parties listed on the
government wide exclusions in the System for Award Management (SAM), in accordance with
the OMB guidelines at 2 CFR part 180 that implement Executive Orders 12549 (3 CFR part
1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), Debarment and Suspension.
SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by
agencies, as well as parties declared ineligible under statutory or regulatory authority other than
Executive Order 12549. The contractor shall certify compliance. The Subrecipient further agrees
to include a provision requiring such compliance in its lower tier covered transactions and
subcontracts, which shall read as follows:
Applicants or bidders for a lower tier covered transaction (except
procurement contracts for goods and services under $25,000 not
requiring the consent of a Council official) are subject to 2 C.F.R.
Part 180, "OMB Guidelines to Agencies on Governmentwide
Debarment and Suspension (Nonprocurement)." In addition,
applicants or bidders for a lower tier covered transaction for a
subaward, contract, or subcontract greater than $100,000 of
Federal funds at any tier are subject to relevant statutes, including
among others, the provisions of 31 U.S.C. 1352, as well as the
common rule, "New Restrictions on Lobbying," published at 55
FR 6736 (February 26, 1990), including definitions, and the Office
of Management and Budget "Governmentwide Guidance for New
Restrictions on Lobbying," and notices published at 54 FR 52306
(December 20, 1989), 55 FR 24540 (June 15, 1990), 57 FR 1772
(January 15, 1992), and 61 FR 1412 (January 19, 1996)
6. Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352): Subrecipients that apply
or bid for an award exceeding $1.00,000 must file the required certification. Each tier certifies to
the tier above that it will not and has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency, a
member of Congress, officer or employee of Congress, or an employee of a member of Congress
in connection with obtaining any Federal contract, grant or any other award covered by
31 U.S.C. § 1352. Each tier must also disclose any lobbying with non-Federal funds that takes
place in connection with obtaining any Federal award. Such disclosures are forwarded from tier
to tier up to the non-Federal award. The contractor shall certify compliance.
7. 501(c)(4) Entities. The Lobbying Disclosure Act of 1995, as amended
(2 U.S.C. §1601 et seq.), prohibits any organization described in Section 501(c)(4) of the Internal
Revenue Code that engages in lobbying activities, from receiving federal funds, including
through an award, grant, and/or subgrant. Subrecipient shall ensure that its contractors and sub-
awardees comply with this requirement.
8. Federal Changes: Subrecipient shall comply with all applicable Federal agency
regulations, policies, procedures and directives, including without limitation those listed directly
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or by reference, as they may be amended or promulgated from time to time during the term of
the contract.
9. Safeguarding Personal Identifiable Information: Subrecipient and its
contractors and subawardees will take reasonable measures to safeguard protected personally
identifiable information and other information designated as sensitive by the awarding agency or
is considered sensitive consistent with applicable Federal, state and/or local laws regarding
privacy and obligations of confidentiality.
10. Energy Policy and Conservation Act (43 U.S.C. §6201): Contracts shall
comply with mandatory standards and policies relating to energy efficiency, stating in the state
energy conservation plan issued in compliance with the Energy Policy and Conservation act.
(Pub. L. 94-163, 89 Stat. 871) [53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639,
19645, Apr. 19, 1995].
11. Right to Inventions Under Federal Grants. If applicable, Subrecipient shall
• comply with the requirements of 37 C.F.R. part 401, "Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements," and any implementing regulations issued by the awarding agency.
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ATTACHMENT D-2
FEDERAL NON-DISCRIMINATION PROVISIONS
In performing under this Agreement, Subrecipient shall comply with the following
federally mandated non-discrimination requirements, as applicable:
1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.)
2. Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681 et seq.)
3. Americans with Disabilities Act of 1990 (ADA) (42 U.S.C. §§ 12101 et seq.)
4. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794)
5. Revised ADA Standards for Accessible Design for Construction Awards
a. Title II of the Americans with Disabilities Act (ADA) (28 C.F.R. part 35;
75 FR 56164, as amended by 76 FR 13285)
b. Title III of the ADA (28 C.F.R. part 36; 75 FR 56164, as amended by 76
FR 13286)
6. Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.)
7. Parts II and III of EO 11246, "Equal Employment Opportunity," (30 FR 12319,
1965), as amended by EO 11375 (32 FR 14303, 1967)
8. EO 12086 "Consolidation of contract compliance functions for equal employment
opportunity" (43 FR 46501, 1978), requiring federally assisted construction contracts to include
the non-discrimination provisions of §§ 202 and 203 of EO 11246 "Equal Employment
Opportunity" (41 C.F.R. § 60-1.4(b), 1991)
9. EO 13166 (August 11, 2000), "Improving Access to Services for Persons With
Limited English Proficiency"
10. Pilot Program for Enhancement of Employee Whistleblower Protections. The
National Defense Authorization Act (NDAA) for Fiscal Year (FY) 2013 (Pub. L. No. 112-239,
enacted January 2, 2013 and codified at 41 U.S.C. § 4712)
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ATTACHMENT D-3
ENVIRONMENTAL COMPLIANCE
In performing under this Agreement, Subrecipient shall comply with all of the federal
environmental statutes,regulations, and executive orders listed below, as applicable:
1. The National Environmental Policy Act(42 U.S.C. § 4321 et. seq.)
2. The Endangered Species Act(16 U.S.C. § 1531 et seq.)
3. Magnuson-Stevens Fishery Conservation and Management Act(16 U.S.C. § 1801
et seq.)
4. Clean Water Act Section 404 (33 U.S.C. § 1344 et seq.)
5. The Migratory Bird Treaty Act (16 U.S.C. §§ 703-712); Bald and Golden Eagle
Protection Act (16 U.S.C. § 668 et seq.), and Executive Order No. 13186, Responsibilities of
Federal Agencies to Protect Migratory Birds
6. National Historic Preservation Act (54 U.S.C. § 300101 et seq.) and the Advisory
Council on Historic Preservation Guidelines (36 CFR part 800)
7. Clean Air Act (42 U.S.C. § 7401 et seq.), Federal Water Pollution Control Act
(33 U.S.C. § 1251 et seq.) (Clean Water Act), and Executive Order 11738 ("Providing for
administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to
Federal contracts, grants or loans")
8. The Flood Disaster Protection Act (42 U.S.C. § 4002 et seq.)
9. Executive Order 11988 ("Floodplain Management") and Executive Order 11990
("Protection of Wetlands")
10. Executive Order 13112 ("Invasive Species")
11. The Coastal Zone Management Act (16 U.S.C. § 1451 et seq.)
12. The Coastal Barriers Resources Act (16 U.S.C. § 3501 et seq.)
13. The Wild and Scenic Rivers Act (16 U.S.C. § 1271 et seq.)
14. The Safe Drinking Water Act(42 U.S.C. § 300 et seq.)
15. The Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.)
16. The Comprehensive Environmental Response, Compensation, and Liability Act
(Superfund)(42 U.S.C. § 9601 et seq.)
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17, Executive Order 12898 ("Environmental Justice in Minority Populations and Low
Income Populations")
18. Rivers and Harbors Act (33 U.S.C. § 407)
19, Marine Protection, Research and Sanctuaries Act (Pub. L. 92-532, as amended),
National Marine Sanctuaries Act (16 U.S.C. § 1431 et seq.), and Executive Order 13089 ("Coral
Reef Protection")
20. Farmland Protection Policy Act(7 U.S.C. 4201 et seq.)
21. Fish and Wildlife Coordination Act(16 U.S.C. 661 et seq.)
22. Pursuant to 2 CFR §200.322, Subrecipient and its contractors must comply with
Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act. The requirements of Section 6002 include procuring only items designated in
guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the
highest percentage of recovered materials practicable, consistent with maintaining a satisfactory
level of competition, where the purchase price of the item exceeds $10,000 or the value of the
quantity acquired during the preceding fiscal year exceeded $1 0,000; procuring solid waste
management services in a manner that maximizes energy and resource recovery; and establishing
an affirmative procurement program for procurement of recovered materials identified in the
EPA guidelines.
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