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1. 11/17/2020 Agreement cuyr\ 1, Kevin Madok, CPA ` 1y....;;;; = Clerk of the Circuit Court&Comptroller—Monroe County, Florida DATE: November 24, 2020 TO: Helene Wetherington, Director Local Disaster Recovery Department ATTN: Cynthia Guerra, Principal Biologist FROM: Pamela Hanco lt, 1.C. SUBJECT: November 17th BOCC Meetings Attached is an electronic copy of the following item for your handling: G2 Contract with the highest ranked respondent Tetra Tech, Inc. for Environmental and Historical Review Services for the Voluntary Home Buyout Program funded through Community Development Block Grant-Disaster Recovery funds with no local match requirement. Should you have any questions, please fed free to contact me at(305) 292.3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 AGREEMENT FOR Environmental & Historical Review Services This Agreement ("Agreement") made and entered into this 171h day of November, 2020 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners ("BOCC"), AND Tetra Tech, Inc. a Corporation of the State of Delaware, whose address is 2301 Lucien Way, Suite 120 Maitland, Florida 32751 its successors and assigns, hereinafter referred to as "CONTRACTOR" or "CONSULTANT", WITNESSETH: WHEREAS, COUNTY desires to employ the professional services of CONTRACTOR for Environmental and Historical Review Services for the Community Development Block Grant- (CDBG) Disaster Recovery (DR) Voluntary Home Buyout Program (VHBP) and other local, state, federal grant funded program; and WHEREAS, CONSULTANT has agreed to provide professional services which shall include but not be limited to providing Environmental and Historical Review Services for the CDBG-DR VHBP and other local, state, federal grant funded program, which services shall collectively be referred to as the "Project"; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONSULTANT agree as follows: FORM OF AGREEMENT ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONSULTANT makes the following express representations and warranties to the COUNTY: 1.1.1 The CONSULTANT shall maintain all necessary licenses, permits or other authorizations necessary to act as CONSULTANT for the Project until the CONSULTANT'S duties hereunder have been fully satisfied; 1.1.2 The CONSULTANT has become familiar with the Project, Project site and the local conditions under which the work is to be completed; 1 1.1.3 The CONSULTANT shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed by CONSULTANT and associated costs and shall be in conformity and comply with all applicable law, codes and regulations. The CONSULTANT warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information; 1.1.4 The CONSULTANT assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.1.5 The CONSULTANT shall document its progress in performing its work under this Agreement and report its progress to the County on a monthly basis or upon request by the County. The monthly reports will include current status and progress and the expenditure of funds to date. The County will report the Contractor's progress to DEO in accordance with the Federally-Funded CDBG-DR Voluntary Home Buyout Program Subrecipient Agreement. 1.1.6 The CONSULTANT'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this agreement, the CONSULTANT shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the CONSULTANT. 1.1.7 At all times and for all purposes under this agreement the CONSULTANT is an independent contractor and not an employee of the Board of County Commissioners for Monroe County or the State of Florida. No statement contained in this agreement shall be construed so as to find the CONSULTANT or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County or the State of Florida. 1.1.8 The CONSULTANT shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. 1.1.9 The effective date of this AGREEMENT shall be November 17, 2020. The term of the AGREEMENT shall be for a two-year period, unless otherwise terminated as provided herein. The COUNTY shall have the option of extending the AGREEMENT in one-year increments for up to two (2) years at the same terms and conditions with approval of the COUNTY'S governing board. Such extension(s) shall be in the form of a written Amendment to the AGREEMENT and shall be executed by both parties. 2 ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION CONSULTANT'S Scope of Basic Services consists of those described in Attachment A. The CONSULTANT will perform for the COUNTY services as described in the individual Task orders in accordance with the requirements outlined in the Agreement and the specific Task Order. The Board of County Commissioners hereby authorizes the County Administrator or his designee to execute Task Orders on behalf of the COUNTY. Specific services will be performed pursuant to individual task orders issued by the County and agree to by the CONSULTANT. Task Order will contain the specific scope of work, time schedule, any changes and payment conditions, and additional terms and conditions that are applicable to such Task Orders. Execution of a Task Order by the COUNTY and the CONSULTANT constitutes the COUNTY'S written authorization to CONSULTANT to proceed with the services described in the Task Order. The terms and conditions of this Agreement shall apply to each Task Order, except to the extent expressly modified. When a Task Order is to modify a provision of this Agreement, the Article of this Agreement to be modified will be specifically reference in the Task Order and the modification shall be precisely described. 2.2 CORRECTION OF ERRORS, OMISSIONS, DEFICIENCIES The CONSULTANT shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONSULTANT or its subcontractors, or both. 2.3 NOTICE REQUIREMENT All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONSULTANT. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre-paid, to the COUNTY by certified mail, return receipt requested, to the following: Cynthia Guerra Monroe County Acquisitions Manager 102050 Overseas Highway Key Largo, Florida 33037 And: Mr. Roman Gastesi, Jr. Monroe County Administrator 1100 Simonton Street, Room 2-205 Key West, Florida 33040 For the CONSULTANT: 3 Betty Kamara Tetra Tech, Inc. 2301 Lucien Way, Suite 120, Maitland, FL 32751 4 ARTICLE III ADDITIONAL SERVICES 3.1 The services described in this Article III may be provided by the CONSULTANT (which are set forth below for example purposes only) and are not included in Basic Services. If requested by the COUNTY they shall be paid for as an addition to the compensation paid for the Basic Services but should be in accordance with the agreed upon rates and only if approved by the COUNTY before commencement. A. Providing services of CONSULTANT for other than the previously listed scope of work for the Project provided as a part of Basic Services. B. Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted Historical and Environmental Review Services. C. Providing representation before public bodies in connection with the Project, upon approval by COUNTY. If Additional Services are required, such as those listed above, the COUNTY shall issue a letter requesting and describing the requested services to the CONSULTANT. The CONSULTANT shall respond with a fee proposal to perform the requested services. Only after receiving an amendment to the Agreement and a notice to proceed from the COUNTY, shall the CONSULTANT proceed with the Additional Services. ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 The COUNTY shall provide full information regarding requirements for the Project including physical location of work and any available maps. 4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to documents submitted by the CONSULTANT in order to avoid unreasonable delay in the orderly and sequential progress of the CONSULTANT'S services. 4.3 Prompt written notice shall be given by the COUNTY and its representative to the CONSULTANT if they become aware of any fault or defect in the Project or non- conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to paragraph 2.3. 4.4 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONSULTANT'S services and work of the contractors or other consultants. 4.5 The COUNTY's review of any documents prepared by the CONSULTANT or its subcontractors shall be solely for the purpose of determining whether such documents 5 are generally consistent with the COUNTY's criteria, as, and if, modified. No review of such documents shall relieve the CONSULTANT of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. 4.6 The COUNTY shall provide copies of necessary documents required to complete the work. 4.7 Any information that may be of assistance to the CONSULTANT that the COUNTY has immediate access to will be provided as requested. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS The CONSULTANT covenants and agrees to indemnify, hold harmless and defend COUNTY, its commissioners, officers, employees, agents and servants from any and all claims for bodily injury, including death, personal injury, and property damage, including damage to property owned by Monroe County, and any other losses, damages, and expenses of any kind, including attorney's fees, court costs and expenses, which arise out of, in connection with, or by reason of services provided by CONSULTANT or its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act or omission of the CONSULTANT, its Subcontractor(s) in any tier, their officers, employees, servants and agents. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the CONSULTANT's failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify COUNTY from any and all increased expenses resulting from such delay. Should any claims be asserted against COUNTY by virtue of any deficiency or ambiguity in the work product, plans and specifications provided by the CONSULTANT, the CONSULTANT agrees and warrants that CONSULTANT hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the COUNTY's behalf. The first ten dollars ($10.00) of remuneration paid to the CONSULTANT is consideration for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. This indemnification shall survive the expiration or earlier termination of the Agreement. DEO INDEMNIFICATION To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the Agency (COUNTY), the State of Florida, Department of Economic Opportunity, and its officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the CONTRACTOR and persons employed or utilized by the CONTRACTOR in the performance of this Contract. 6 This indemnification shall survive the termination of this Contract. Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the State of Florida and the Agency's (COUNTY's) sovereign immunity." ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONSULTANT shall assign only qualified personnel to perform any service concerning the project. At the time of execution of this Agreement, the parties anticipate that the following named individuals will perform those functions as indicated: NAME FUNCTION Jeffrey Dickerson, Program Manager/Principal in Charge Krys Ellis, Project Manager Angela Dahlgren, Principal Environmental Scientist/Engineer Sommer Parish, Associate Environmental Scientist/Engineer Shelby Frizzell, Associate Environmental Scientist/Engineer Chis Burns, Principal Environmental Scientist/Engineer Justin Neely, Lead-based Risk Assessor Carlos Medina, Asbestos Building Inspector Nick Avery, Senior Environmental Scientist/Engineer Elizabeth Blasius, Senior Environmental Scientist/Engineer Robert Peltier, Senior Environmental Scientist/Engineer Joe Fischl, Principal Environmental Scientist/Engineer So long as the individuals named above remain actively employed or retained by the CONSULTANT, they shall perform the functions indicated next to their names. If they are replaced the CONSULTANT shall notify the COUNTY of the change immediately. ARTICLE VII COMPENSATION 7.1 PAYMENT SUM 7.1.1 The COUNTY shall pay the CONSULTANT in current funds for the CONSULTANT'S performance of this Agreement based on rates negotiated and agreed upon and shown in Attachment A. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement, which is $180,000. 7.2 PAYMENTS For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONSULTANT shall be paid in accordance with this Agreement and the individual Task Orders. (A) If the CONSULTANT'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONSULTANT shall be equitably adjusted, either upward or downward; (B) As a condition precedent for any payment due under this Agreement, the CONSULTANT shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. The CONSULTANT'S invoice shall describe with reasonable particularity the service rendered with supporting documentation that is acceptable to the Clerk. Acceptability to the Clerk is based on generally acceptable accounting principles, and such laws, rules and regulations as may govern the Clerk disbursal of funds.The CONSULTANT'S invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought at the COUNTY may require, including but not limited to back up documentation sufficient for reimbursement of expenses by Florida Department of Economic Opportunity, U.S. Department of Housing and Urban Development or other governmental agencies. (C) Payment shall be made pursuant to the Local Government Prompt Payment Act, 218.70, Florida Statutes 7.3 REIMBURSABLE EXPENSES "Fully Loaded Hourly" Rates shall be inclusive of all reimbursable expenses, including travel. If"Hourly Rates" are used reimbursement for expenses may be allowed as follows: Reimbursable expenses include expenses incurred by the CONSULTANT in the interest of the project, such as: Cost of reproducing maps or drawings or other materials used in performing the scope of services; and Postage and handling of reports; 7.4 BUDGET 7.4.1 The CONSULTANT may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by COUNTY's Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the COUNTY's Board of County Commissioners. 7.4.2 The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 8 ARTICLE VIII INSURANCE 8.1 The CONSULTANT shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONSULTANT'S failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days' notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 CONSULTANT shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. B. Employers Liability Insurance with limits of $1,000,000 per Accident, $1,000,000 Disease, policy limits, $1,000,000 Disease each employee. C. Comprehensive business automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non- owned vehicles, with Five Million Dollars ($5,000,000.00) combined single limit and Five Million Dollars ($5,000,000.00) annual aggregate. D. Commercial general liability, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONSULTANT or any of its employees, agents or subcontractors or subcontractors, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with Five Million Dollars ($5,000,000) per occurrence and annual aggregate. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. E. COUNTY shall be named as an additional insured with respect to CONSULTANT'S liabilities hereunder in insurance coverages identified in Paragraphs C and D. 9 F. CONSULTANT shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of CONSULTANT if so required by COUNTY during the term of this Agreement. COUNTY will not pay for increased limits of insurance for subcontractors. G. CONSULTANT shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. H. If the CONSULTANT participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONSULTANT may be required to submit updated financial statements from the fund upon request from the COUNTY. I. The State of Florida shall be furnished with a certificate of insurance, which shall provide that such insurance shall not be changed or canceled, without ten days prior written notice to the State of Florida. Certificates of Insurance shall be delivered to the State of Florida prior to the commencement of the agreement. THE POLICY SHALL LIST THE STATE OF FLORIDA AS CO-INSURED OR ADDITIONAL INSURED. ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 9.2 OWNERSHIP OF THE PROJECT DOCUMENTS The documents prepared by the CONSULTANT for this Project belong to the COUNTY and may be reproduced and copied without acknowledgement or permission of the CONSULTANT. 9.3 SUCCESSORS AND ASSIGNS The CONSULTANT shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONSULTANT, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 10 DEO directs that the Contractor or Sub-recipient/Monroe County shall not assign or transfer any interest in this Agreement without the prior written consent of the Grantee/DEO thereto; provided, however, that claims for money due or to become due to the contractors from the Grantee/DEO under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the Grantee/DEO. 9.4 NO THIRD-PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 9.5 TERMINATION A. In the event that the CONSULTANT shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five (5) days' written notification to the CONSULTANT. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party thirty (30) days written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONTRACTOR fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONTRACTOR with five (5) calendar days' notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon one thirty (30) days' notice to CONTRACTOR. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. E. For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of ll (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. For Contracts of $1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. F. Termination of Federal Award The Federal award may be terminated in whole or in part as follows: (1) By the Federal awarding agency or the State of Florida, if a Contractor or Sub-recipient fails to comply with the terms and conditions of a Federal award; (2) By the Federal awarding agency or the State of Florida for cause; (3) By the Federal awarding agency or the State of Florida with the consent of the Contractor or Sub-recipient, in which case the two parties must agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated; or (4) By the Contractor or Sub-recipient upon sending to the Federal awarding agency or the State of Florida written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if the Federal awarding agency or State of Florida determines in the case of partial termination that the reduced or modified portion of the Federal award or sub-award will not accomplish the purposes for which the Federal award was made, the Federal awarding agency or State of Florida may terminate the Federal award in its entirety. When a Federal awarding agency terminates a Federal award prior to the end of the period of performance due to the Contractor or Sub-recipient 's material failure to comply with the Federal award terms and conditions, the Federal awarding agency must report the termination to the OMB-designated integrity and performance system accessible through SAM. (1) The information required under paragraph (b) of this section is not to be reported to designated integrity and performance system until the Contractor or Sub-recipient either— (i) Has exhausted its opportunities to object or challenge the decision, see §200.341 Opportunities to object, hearings and appeals; or (ii) Has not, within 30 calendar days after being notified of the termination, informed the Federal awarding agency that it intends to 12 appeal the Federal awarding agency's decision to terminate. (2) If a Federal awarding agency, after entering information into the designated integrity and performance system about a termination, subsequently: (i) Learns that any of that information is erroneous, the Federal awarding agency must correct the information in the system within three business days; (ii) Obtains an update to that information that could be helpful to other Federal awarding agencies, the Federal awarding agency is strongly encouraged to amend the information in the system to incorporate the update in a timely way. (3) Federal awarding agencies, shall not post any information that will be made publicly available in the non-public segment of designated integrity and performance system that is covered by a disclosure exemption under the Freedom of Information Act. If the Contractor or Sub-recipient asserts within seven calendar days to the Federal awarding agency who posted the information, that some of the information made publicly available is covered by a disclosure exemption under the Freedom of Information Act, the Federal awarding agency who posted the information must remove the posting within seven calendar days of receiving the assertion. Prior to reposting the releasable information, the Federal agency must resolve the issue in accordance with the agency's Freedom of Information Act procedures. (c) When a Federal award is terminated or partially terminated, both the Federal awarding agency or State of Florida and the Contractor or Sub-recipient remain responsible for compliance with the requirements in 2 CFR 200.343 Closeout and 2 CFR 200.344 Post-closeout adjustments and continuing responsibilities. References: (2 CFR 200.339; 78 FR 78608, Dec. 26, 2013, as amended at 80 FR 43309, July 22, 2015) 9.6 CONTRACT DOCUMENTS This contract consists of the Proposal Statement, any addenda,the Form of Agreement (Articles I-IX), the CONSULTANT'S response to the RFP, the documents referred to in the Form of Agreement as a part of this Agreement, and attachments A-Scope of Services and—Pricing- Compensation and Rates, and modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, the one imposing the greater burden on the CONSULTANT will control. 9.7 PUBLIC ENTITIES CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONSULTANT under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY 13 TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONSULTANT represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONSULTANT further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONUSULTANT has been placed on the convicted vendor list. CONSULTANT will promptly notify the COUNTY if it or any subcontractor or CONSULTANT is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 9.8 MAINTENANCE AND RETENTION OF RECORDS, ACCESS TO RECORDS AND RIGHT TO AUDIT CONSULTANT shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of ten years from the termination of this agreement or for a period of Three (3)years from the submission of the final expenditure report as per 24 CFR §570.502(a)(7)(ii) and 2 CFR 200.333, whichever is greater. (See below Record Retention Requirements). Any audit working papers must be available upon request for a period of six (6) years from the date DEO issues the final closeout of the Federally Funded CDBG-DR Voluntary Home Buyout Program Subrecipient Agreement, unless it is extended by DEO. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONSULTANT, the CONSULTANT shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. Record Retention Requirements: In accordance with 2 CFR 200.333, the Contractor agrees financial records, supporting documents, statistical records, and all other Contractor records pertinent to a Federal award shall be retained for a period of three years from the date of submission of the final expenditure report or, for Federal awards that are renewed quarterly or annually, from the date of the submission of the quarterly or annual financial report, respectively, as reported to the Federal awarding agency or the State of Florida in the case of a sub-recipient. Federal awarding agencies and the State of Florida may not impose any other record retention requirements upon Contractor. The only exceptions are the following: 14 a) If any litigation, claim, or audit is started before the expiration of the 3-year period, the records must be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken. b) When the Contractor or Sub-recipient/County is notified in writing by the Federal awarding agency, cognizant agency for audit, oversight agency for audit, cognizant agency for indirect costs, or State of Florida to extend the retention period. c) Records for real property and equipment acquired with Federal funds must be retained for three years after final disposition. d) When records are transferred to or maintained by the Federal awarding agency or the State of Florida, the 3-year retention requirement is not applicable to the Contractor or Sub-recipient. Reference: Access to Records: The Consultant/Contractor agrees that the Federal awarding agency, Inspector General, the Comptroller General of the United States, and the State of Florida, or any of their authorized representatives, have the right of access to any documents, papers, or other records of the Consultant/Contractor or Sub- recipient/Monroe County which are pertinent to the Federal award, in order to make audits, examinations, excerpts, and transcripts. The right also includes timely and reasonable access to the Contractor or Sub-recipient's personnel for the purpose of interview and discussion related to such documents in accordance with 2 CFR 200.336 Right to Audit Availability of Records. The records of the parties to this Agreement relating to the Project, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc. as applicable); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); back charge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by County or the Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk") to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in County's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract document (all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by County's representative and/or agents or the County Clerk. County or County Clerk may also conduct verifications such as, but not limited to, counting employees at the job site, witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, Subcontractors, suppliers, and contractors' representatives. All records shall be kept for ten (10) years after Final Completion of the Project. The County Clerk possesses the independent authority to conduct an audit of Records, assets, and activities relating to this Project. If any auditor employed by the Monroe County or County Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Section 55.03, F.S., running form the date the monies were paid to Contractor. The 15 right to audit provisions survives the termination of expiration of this Agreement. 9.9 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONSULTANT agree that venue shall lie in the 161h Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 9.10 UNCONTROLLABLE CIRCUMSTANCES Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party`s control, without such Party`s fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within Five ( ) days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek a no cost Change Order for such reasonable time as the Owners Representative may determine. 9.11 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and 16 CONSULTANT agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.12 ATTORNEY'S FEES AND COSTS The COUNTY and CONSULTANT agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of the Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs, as an award against the non-prevailing party, and shall include attorney's fees and courts costs in appellate proceedings. 9.13 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONSULTANT and their respective legal representatives, successors, and assigns. 9.14 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 9.15 CLAIMS FOR FEDERAL OR STATE AID CONSULTANT and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any additional conditions imposed as a result of funding that effect the Project will be provided to each party. 9.16 ADJUDICATION OF DISPUTES OR DISAGREEMENTS, DIRECTIVE BY DEO ON BREACHES AND DISPUTE RESOLUTION COUNTY and CONSULTANT agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. The CONSULTANT and COUNTY staff shall try to resolve the claim or dispute with meet and confer sessions. Subject to the Directive by DEO on Breaches and Dispute Resolution below, if the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. Any claim or dispute that the parties cannot resolve shall be decided by the Circuit Court, 16th Judicial Circuit, Monroe County, Florida. This provision does not negate or waive the provisions of paragraph 9.5 concerning termination or cancellation. Directive by DEO on Breaches and Dispute Resolution (a) Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of the State of Florida Department of Capital Planning and Resiliency's Administrator or designee. This decision shall be final and conclusive unless within [ten 17 (10)] calendar days from the date of receipt of its copy, the Contractor or Sub-recipient mails or otherwise furnishes a written appeal to Administrator or designee. In connection with any such appeal, the Contractor or Sub-recipient/County shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of Administrator or designee shall be binding upon the Contractor or Sub- recipient/County and the Contractor or Sub-recipient/County shall abide by the decision. (b) Performance During Dispute - Unless otherwise directed by to the State of Florida Department of Capital Planning and Resiliency, Contractor or Sub-recipient/County shall continue performance under this Contract while matters in dispute are being resolved. (c) Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. (d) Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the State of Florida Department of economic opportunity and the Contractor or Sub-recipient arising out of or relating to this agreement or its breach will be decided by arbitration in the State of Florida Department of economic opportunity if the parties mutually agree, or in a court of competent jurisdiction within the State in which the State of Florida Department of economic opportunity is located. (e) Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the State of Florida Department of Capital Planning and Resiliency, Sub-Recipient/County or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. References: 49 CFR Part 18 9.17 COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONSULTANT agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONSULTANT specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.18 NONDISCRIMINATION/EQUAL EMPLOYMENT OPPORTUNITY CONTRACTOR and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These 18 include but are not limited to: 1) Title VI I of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794),which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; familial status or age; 11) Florida Civil Rights Act, as amended, Chapter 760, Florida Statutes; 12) Section 109 of title 1 of the Housing and Community Development Act of 1974 (Title I) (42 U.S.C. 5309); and 13)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. During the performance of this Agreement, the CONTRACTOR, in accordance with Equal Employment Opportunity(30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. Part 60(Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II, ¶ C, agrees as follows: 1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor 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 recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor 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 contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 19 3) The contractor 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 contractor's legal duty to furnish information. 4) The contractor 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 contractor'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 contractor 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 contractor 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 contractor'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 contractor 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. 8) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1)through (7) 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 subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-compliance; provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect 20 the interests of the United States. In accordance with the subrecipient Agreement with DEO the following equal employment opportunity and civil right requirements apply: a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332,the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment,without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements HUD may issue. b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements HUD may issue. c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,"29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements HUD may issue. (References: Executive Order 11246 September 24, 1965 as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations 41 CFR chapter 60) d) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor or Sub-recipient agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor or Sub-recipient agrees to comply with applicable Federal implementing regulations and other implementing requirements HUD may issue. e) The Contractor or Sub-recipient agrees to comply with the non-discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607, as revised by Executive Order 13279. The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable. f) The Contractor or Sub-recipient agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 21 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086. (References: 29 U.S.C. § 623, 42 U.S.C. § 2000, 42 U.S.C. § 6102, 42 U.S.C. § 12112,42 U.S.C. § 12132, 49 U.S.C. § 5332, 29 CFR Part 1630, 41 CFR Parts 60 et seq.) 9.19 COVENANT OF NO INTEREST CONSULTANT and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.20 CODE OF ETHICS /CONFLICT OF INTEREST COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. CONTRACTOR/CONSULTANT certifies that there is no present conflict of interest, and that CONTRACTOR/CONSULTANT has no knowledge of any conflict of interest. CONTRACTOR/CONSULTANT are expected to safeguard their ability to make objective, fair, and impartial decisions when performing work for the COUNTY, and therefore may not accept benefits of any sort under circumstances in which it could be inferred by a reasonable observer that the benefit was intended to influence a pending or future decision of theirs, or to reward a past decision. Consultants performing work for the COUNTY should avoid any conduct (whether in the context of business, financial, or social relationships) which might undermine the public trust, whether or not that conduct is unethical or lends itself to the appearance of ethical impropriety. CONTRACTOR/CONSULTANT agrees not to solicit or accept gratuities, unwarranted privileges or exemptions, favors, or anything of value from any firm under consideration for an agreement associated with the Project, and I recognize that doing so may be contrary to statutes, ordinances, and rules governing or applicable to the COUNTY or may otherwise be a violation of the law. Any person who is an employee, agent, consultant, officer, or elected official or appointed official of the State of Florida, or of any of the State's subsidiaries, who exercises or have exercised any functions or responsibilities with respect to CDBG activities assisted, or who are in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a CDBG-assisted activity, or have a financial interest in any contract, subcontract, or agreement with respect to a CDBG-assisted activity, or with respect to the proceeds of the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for one year after such decision making responsibilities have ended. 22 (Reference: 2 CFR 200.112) 9.21 NO SOLICITATION/PAYMENT The CONSULTANT and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONSULTANT agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 9.22 PUBLIC ACCESS REQUIREMENTS, COPYRIGHT, PATENT, AND TRADEMARK PROPERTY AND INTELLECUTAL PROPERTY Public Records Compliance. CONSULTANT must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and CONSULTANT shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and CONSULTANT in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the CONSULTANT. Failure of the CONSULTANT to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The CONSULTANT is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the CONSULTANT is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the CONSULTANT does not transfer the records to the County. 23 (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the CONSULTANT or keep and maintain public records that would be required by the County to perform the service. If the CONSULTANT transfers all public records to the County upon completion of the contract, the CONSULTANT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONSULTANT keeps and maintains public records upon completion of the contract, the CONSULTANT shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the CONSULTANT of the request, and the CONSULTANT must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the CONSULTANT does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the CONSULTANT. A CONSULTANT who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The CONSULTANT shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292- 3470 BRADLEY- BRIANkMONROECOUNTY-FL.GOV. MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. Copyright, Patent, Trademark Within 30 calendars days of execution of this Agreement, the CONTRACTOR shall disclose all intellectual properties relating to performance of this Agreement which he or she knows or should know could give rise to a patent or copyright. The CONTRACTOR shall retain all rights and entitlements to any pre-existing intellectual property which is so disclosed. Failure to disclose will indicate that no such property exists, and the County and DEO shall have the right to all patents and copyrights which accrue during performance of the Agreement. The State of Florida Department of economic opportunity reserves a royalty-free, 24 nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for Federal Government purposes: The copyright in any work developed under the Contract, and to any rights of copyright to which a Contractor, Sub-contractor or a Sub-recipient purchases ownership with grant support. (Reference: 24 CFR Subtitle A. 85.34 Copyrights) Intellectual property. 2 CFR §200.448-Intellectual property shall apply to this Agreement as set forth below: (a) Patent costs. (1) The following costs related to securing patents and copyrights are allowable: (i) Costs of preparing disclosures, reports, and other documents required by the Federal award, and of searching the art to the extent necessary to make such disclosures; (ii) Costs of preparing documents and any other patent costs in connection with the filing and prosecution of a United States patent application where title or royalty-free license is required by the Federal Government to be conveyed to the Federal Government; and (iii) General counseling services relating to patent and copyright matters, such as advice on patent and copyright laws, regulations, clauses, and employee intellectual property agreements (See also § 200.459 Professional service costs). (2) The following costs related to securing patents and copyrights are unallowable: (i) Costs of preparing disclosures, reports, and other documents, and of searching the art to make disclosures not required by the Federal award; (ii) Costs in connection with filing and prosecuting any foreign patent application, or any United States patent application, where the Federal award does not require conveying title or a royalty-free license to the Federal Government. (b) Royalties and other costs for use of patents and copyrights. (1) Royalties on a patent or copyright or amortization of the cost of acquiring by purchase a copyright, patent, or rights thereto, necessary for the proper performance of the Federal award are allowable unless: (i) The Federal Government already has a license or the right to free use of the patent or copyright. (ii) The patent or copyright has been adjudicated to be invalid, or has been administratively determined to be invalid. (iii) The patent or copyright is considered to be unenforceable. (iv) The patent or copyright is expired. (2) Special care should be exercised in determining reasonableness where the royalties may have been arrived at as a result of less-than-arm's-length bargaining, such as: (i) Royalties paid to persons, including corporations, affiliated with the non-Federal entity. (ii) Royalties paid to unaffiliated parties, including corporations, under an agreement entered into in contemplation that a Federal award would be made. (iii) Royalties paid under an agreement entered into after a Federal award is made to a non-Federal entity. (3) In any case involving a patent or copyright formerly owned by the non-Federal entity, the amount of royalty allowed must not exceed the cost which would have been allowed had the non-Federal entity retained title thereto 9.23 NON-WAIVER OF IMMUNITY 25 Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONSULTANT and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 9.24 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability,workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 9.25 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 9.26 NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONSULTANT and the COUNTY agree that neither the CONSULTANT nor the COUNTY or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.27 ATTESTATIONS AND TRUTH IN NEGOTIATION CONSULTANT agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug- Free Workplace Statement. Signature of this Agreement by CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be 26 made within one year following the end of the Agreement. 9.28 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 9.29 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.30 COMPLIANCE WITH LAWS AND REMEDIES FOR NONCOMPLIANCE The CONTRACTOR shall comply with and is bound by all applicable Local, State, and Federal laws, rules and regulations. The following federal laws and regulations will apply to this Agreement: 24 CFR 570, 2 CFR Part 200 Uniform Administrative Requirements, cost Principals and Audit Requirements for Federal Awards (links Attached as Exhibit B), 2 CFR Part 200 Overview for Grantees Grants Management& Oversight Division/Office of Strategic Planning and Management (Exhibit C) and Federal Register Guidance (82 FR 5591 & 82 FR 36812 and 81 FR 83254) and 83 Federal Register (FR) 5844. All funded activities under this agreement shall meet one of the three National Objectives listed in 24 C.F.R. 570.483(b), (c), and (d) The Community Development Block Grant—Disaster Recovery(CDBG-DR) allocation to the State of Florida is governed by the following laws and regulations: a. The Housing and Community Development Act of 1974; b. Section 312 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C.5155), as amended; c. Section 18 of the Small Business Act, as amended (14A U.S.C. 647) 44 CFR 206.191 Duplication of Benefit d. Duplication of Benefits Federal Register, Vol. 76, No.221, November 16, 2011 (76 FR 71060) Public Law 113-2: e. Disaster Relief Appropriations Act, 2013 (at HR 152-34) f. The HUD Federal Register Notice at 78 FR 14329 published March 5, 2013 g. HUD Federal Register Notice at 78 FR 23578 published April 19, 2013 h. HUD Federal Register Notice at 78 FR 76154 published December 16, 2013 i. The applicable laws of the State of Florida; and j. By the laws and regulations promulgated by the State for the CDBG-DR program. k. In addition to the citations noted, the CDBG-DR allocation is also subject to"cross- cutting" Federal requirements referenced herein and contained in 2 CFR 200 Sub-p Federal Changes 27 FEDERAL CHANGES: Contractor shall at all times comply with all applicable Federal regulations, policies, procedures and directives, including without limitation those listed directly or by reference in this Contract between the State of Florida Department of economic opportunity and the Contractor or Sub-recipient, as such Federal regulations, policies, procedures and directives may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. Reference: (49 CFR Part 18) Remedies for Noncompliance If a Contractor or sub-recipient/County fails to comply with Federal statutes, regulations or the terms and conditions of a Federal award, the Federal awarding agency or the State of Florida may impose additional conditions, as described in 2 CFR 200.207 Specific conditions. If the Federal awarding agency or the State of Florida determines that noncompliance cannot be remedied by imposing additional conditions, the Federal awarding agency or the State of Florida may take one or more of the following actions, as appropriate in the circumstances: (a) Temporarily withhold cash payments pending correction of the deficiency by the Contractor or Sub-recipient/County or more severe enforcement action by the Federal awarding agency or State of Florida. (b) Disallow(that is, 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. (c) Wholly or partly suspend or terminate the Federal award. (d) Initiate suspension or debarment proceedings as authorized under 2 CFR part 180 and Federal awarding agency regulations (or in the case of a State of Florida, recommend such a proceeding be initiated by a Federal awarding agency). (e) Withhold further Federal awards for the project or program. (f) Take other remedies that may be legally available. Reference: (2 CFR 200.338) 9.31 FEDERAL CONTRACT REQUIREMENTS The CONTRACTOR and its subcontractors must follow the provisions, as applicable, as set forth in 2 C.F.R. §200.326 Contract provisions and Appendix II to 2 C.F.R. Part 200, as amended, including but not limited to: 9.31.1 Davis-Bacon Act, as amended (40 U.S.C. §§3141-3148). When required by Federal program legislation, which includes emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program, all prime construction contracts in excess of $2,000 awarded by non- Federal entities must comply with the Davis-Bacon Act (40 U.S.C. §§3141-3144, and §§3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be 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, contractors must be required to pay wages not less than once a week. If applicable, the COUNTY must place a current prevailing wage determination issued by the Department of Labor in each solicitation. The prevailing wages determination issued by the Department of Labor and included in the Request for Proposals will apply. The decision 28 to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The COUNTY must report all suspected or reported violations to the Federal awarding agency. When required by Federal program legislation, which includes emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program (it does not apply to other FEMA grant and cooperative agreement programs, including the Public Assistance Program), the contractors must also comply with the Copeland "Anti- Kickback"Act(40 U.S.C. §3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). As required by the Act, each contractor or subrecipient is 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. The COUNTY must report all suspected or reported violations to the Federal awarding agency. (1) Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. (2) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. (3) Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. 9.31.2 Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, which includes all FEMA grant and cooperative agreement programs, all contracts awarded by the COUNTY in excess of$100,000 that involve the employment of mechanics or laborers must comply 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 must 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. 9.31.3 Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms 29 Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 9.31.4 Clean Air Act (42 U.S.C. 7401-7671g.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387). Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§7401-7671 q) and the Federal Water Pollution Control Act as amended (33 U.S.C. §§1251-1387) and will report violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA). The Clean Air Act (42 U.S.C. 7401-7671 q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—applies to Contracts and subgrants of amounts in excess of$150,000. 9.31.5 Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 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. 9.31.6 Byrd Anti-Lobbyinq Amendment (31 U.S.C. 1352)—Contractors 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. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the State of Florida Department of Capital Planning and Resiliency. References: (31 U.S.C. 1352 as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65; 49 CFR Part 19, 49 CFR Part 20) 9.31.7 Compliance with Procurement of recovered materials as set forth in 2 CFR � 200.322. CONTRACTOR 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$10,000; 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. Other Federal Requirements: 30 9.31.8 Compliance with Section 3 of the Housing and Urban Development Act of 1968—The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, but not in derogation of compliance with Section 7(b). The CONTRACTOR should review the DEO Subrecipient Agreement for further guidance and required forms. 9.31.9 Americans with Disabilities Act of 1990, as amended (ADA) —The CONTRACTOR will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the CONTRACTOR pursuant thereto. 9.31.10 Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the policy of the COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with COUNTY funds under this Agreement.The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The COUNTY and its CONTRACTOR agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with 2 C.F.R. §200.321 (as set forth in detail below), applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The COUNTY and the CONTRACTOR and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. 2 C.F.R. � 200.321 CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS a. If the CONTRACTOR, with the funds authorized by this Agreement, seeks to subcontract goods or services, then, in accordance with 2 C.F.R. §200.321, the CONTRACTOR shall take the following affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used whenever possible. b. Affirmative steps must 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, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. (6) Requiring the Prime contractor, if subcontractor are to be let, to take the affirmative steps listed in paragraph (1) through (5) of this section. 31 9.31.11 The Contractor shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. 9.31.12 Access to Records: Contractor/Consultant and their successors, transferees, assignees, and subcontractors acknowledge and agree to comply with applicable provisions governing the U.S. Department of Housing and Urban Development (HUD) and the State of Florida, Department of Economic Opportunity (DEO) access to records, accounts, documents, information, facilities, and staff. Contractors/Consultants must 1. cooperate with any compliance review or complaint investigation conducted by HUD or DEO 2. Give HUD or DEO access to and the right to examine and copy records, accounts, and other documents and sources of information related to the grant and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by HUD and DEO regulations and other applicable laws or program guidance. 3. Submit timely, complete, and accurate reports to the appropriate HUD and DEO officials and maintain appropriate backup documentation to support the reports. 9.31.13 Logo and Flags: Contractor shall not use the Department of Housing and Urban Development (HUD) seal(s), logos, crests, or reproduction of flags or likeness of HUD agency officials without specific approval. 9.31.14 Changes to Contract: The Contractor understands and agrees that any cost resulting from a change or modification, change order, or constructive change of the agreement must be within the scope of any Federal grant or cooperative agreement that may fund this Project and be reasonable for the completion of the Project. Any contract change or modification, change order or constructive change must be approved in writing by both the COUNTY and Contractor. 9.32 DEO requirements 9.32.1 If any portion of this agreement is funded by the Florida Department of Economic Opportunity, The CONTRACTOR will be bound by the terms and conditions of the Federally-Funded Community Development Subaward and Grant Agreement between COUNTY and the Florida Department of Economic Opportunity (DEO) (Attached Hereto as Exhibit A. 9.21.2 The CONTRACTOR shall hold DEO and COUNTY harmless against all claims of whatever nature arising out of the CONTRACTOR's performance of work under this Agreement, to the extent allowed and required by law. 9.21.3 Religious Activities: The Contractor or Sub-recipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.2000), such as worship, religious instruction, or prose lytization. Applicable to Professional Services Contracts 32 1. Inspection of Records All Contractor records with respect to any matters covered by this agreement shall be made available to the Grantee, grantor agency, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the contractors within 30 days after receipt by the contractors. Failure of the Contractor to comply with the above inspection requirements will constitute a violation of this contract and may result in Remedies for Non- Compliance or Termination as provided for in the Contract. 2. Section 3 The State of Florida requires the Contractor and all applicable sub-contractors to follow the State's Section 3 requirements as defined by the State's Section 3 Plan. 3. Minority Owned, Woman Owned or Section 3 Business Utilization The State of Florida requires the Contractor meet or exceeds the Contractors stated proportional use of Minority Owned, Woman Owned or Section 3 Business that the Contractor stated in responding to the Request for Proposals or Request for Qualification. The Contractor understands and agrees that failure to meet this requirement may result in termination or such other sanctions as may be solely determined by the State. Applicable to Construction Contracts 1. Bonds No surety will be accepted by the State if the Bidder is now in default or delinquent on any bond or has an interest in any litigation against the State. All bonds shall be executed by surety companies licensed to do business in the State of Oklahoma and acceptable to the State Council. Each bond shall be executed by the Contractor and the Surety. The State requires a Bid Bond to be submitted at the time of the Bid. The State requires a Maintenance Bond, a Performance Bond and a Statutory Bond for Bidders entering into a contract with the State. Bid Bond Bidders will include a bid bond, bank check or irrevocable letter of credit for 5% of the bid if the bid is over $50,000. Upon award of bid, bonds shall be submitted to the State of Florida. Maintenance Bond: A good and sufficient Maintenance Bond shall be required in an amount equal to one hundred (100) percent of the total amount of the contract, guaranteeing such improvements against defective workmanship and/or materials for a period of one (1) year from and after the time of completion and acceptance by the State of said improvements. Performance Bond: A good and sufficient Performance Bond shall be required in an amount equal to one hundred (100) percent of the total contract amount guaranteeing execution and completion of the work in accordance with the specifications. Statutory Bond: A good and sufficient Statutory Bond shall be required in an amount equal to one hundred (100) percent of the total contact amount guaranteeing payment in full for all materials and labor used in the construction of the work. 33 2. Contract Work Hours and Safety Standards Act The Contractor agrees to comply with section 107 of the Contract Work Hours and Safety Standards Act, 40 U.S.C. section 333, and applicable DOL regulations, " Safety and Health Regulations for Construction " 29 C.F.R. Part 1926. Among other things, the Contractor agrees that it will not require any laborer or mechanic to work in unsanitary, hazardous, or dangerous surroundings or working conditions. Subcontracts - The Contractor also agrees to include the requirements of this section in each subcontract. The term "subcontract" under this section is considered to refer to a person who agrees to perform any part of the labor or material requirements of a contract for construction, alteration or repair. A person who undertakes to perform a portion of a contract involving the furnishing of supplies or materials will be considered a "subcontractor" under this section if the work in question involves the performance of construction work and is to be performed: (1) directly on or near the construction site, or (2) by the employer for the specific project on a customized basis. Thus, a supplier of materials, which will become an integral part of the construction, is a "subcontractor" if the supplier fabricates or assembles the goods or materials in question specifically for the construction project and the work involved may be said to be construction activity. If the goods or materials in question are ordinarily sold to other customers from regular inventory, the supplier is not a "subcontractor." The requirements of this section do not apply to contracts or subcontracts for the purchase of supplies or materials or articles normally available on the open market. 3. Davis Bacon Act A. Minimum wages 1) All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project) will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. 2) Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination and the Davis-Bacon poster (WH-1321) shall be 34 posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. 3) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: a. Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination; and b. The classification is utilized in the area by the construction industry; and c. The proposed wage rate, including any bona fide fringe benefits, bears as reasonable relationship to the wage rates in the wage determination; and d. With respect to helpers as defined in 29 CFR 5.2(n)(4), such a classification prevails in the area in which the work is performed. B. If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate(including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. C. In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. D. The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the 35 contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (v)(A) The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefor only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination with 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs(a)(1)(v) (B)or(C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. Withholding—the State of Florida Department of economic opportunity shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered 36 necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the [insert name of grantee] may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. Payrolls and basic records (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the State of Florida Department of economic opportunity for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR part 5. This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be maintained under 29 CFR part 5 and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages 37 earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. Apprentices and trainees Apprentices - Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program,who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate)to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed.Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices 38 shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. Trainees - Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. Equal employment opportunity - The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. (5) Compliance with Copeland Act requirements — The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts — The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination: debarment — A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. 39 (8) Compliance with Davis-Bacon and Related Act requirements — All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards — Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility — (i) By entering into this contract, the contractor certifies that neither it(nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). References: 40 U.S.C. & 167; 27a-276a-5 (1998), 29 CFR § 5 (1999) 4. Section 3 The State of Florida requires the Contractor and all applicable sub-contractors to follow the State's Section 3 requirements as defined by the State's Section 3 Plan. 5. National Environmental Policy Act (NEPA) The Contractor understands and agrees that no action may be taken by the Contractor until such time as the State of Florida has provided a signed and executed Notice to Proceed; The Contractor agrees to follow the requirements of 24 CFR Part 58 (NEPA), as applicable. 6. Clean Air The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et sec.. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification and the appropriate EPA Regional Office. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal Assurances provided by HUD. References: 42 U.S.C. 7401 et seq., 40 CFR 15.61, 49 CFR Part 18 7. Clean Water The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to the State of Florida Department of economic opportunity and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notifications the appropriate EPA Regional Office. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with HUD. References: 33 U.S.C. 1251 40 8. Energy Conservation The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. Reference (42 U.S.C. 6321 et. Seq., 49 CFR Part 18) 9. Recycled Products The Contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. References: 42 U.S.C. 6962, 40 CFR Part 247, Executive Order 12873 (More than $10,000) 10. Federal Register i. Public Law ii. Federal register notices (list that apply to FL) TERMINATION AND DEBARMENT PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 31 U.S.C. 3801 et seq., 49 CFR Part 31 18 U.S.C. 1001, 49 U.S.C. 5307 The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § § 3801 et seq . and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal Assurances originally awarded by HUD, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal Assurances provided by HUD. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) 49 CFR Part 29, Executive Order 12549 (over $25,000) Instructions for Certification By Signing and submitting this bid, the prospective lower tier participant is providing the singed 41 certification set out below: The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the State of Florida Department of economic opportunity may pursue available remedies, including suspension and/or debarment. The prospective lower tier participant shall provide immediate written notice to the State of Florida Department of economic opportunity if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "persons," "lower tier covered transaction," "principal," "Contractor," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549 [49 CFR Part 29]. You may contact the State of Florida Department of economic opportunity for Assurances in obtaining a copy of those regulations. The prospective lower tier participant agrees by submitting this bid that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by the State of Of Florida Department of Capital Planning and Resiliency. The prospective lower tier participant further agrees by submitting this bid that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction", without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Non-procurement List issued by U.S. General Service Administration. Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, the State of Florida Department of economic opportunity may pursue available remedies including suspension and/or debarment. "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction" The prospective lower tier participant certifies, by submission of this bid, that neither it nor its 42 "principals" [as defined at 49 C.F.R. § 29.105(p)] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. When the prospective lower tier participant is unable to certify to the statements in this certification, such prospective participant shall attach an explanation to this bid. (2) Land Covenants This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88- 352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this contract, the contractors shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Grantee and the United States are beneficiaries of and entitled to enforce such covenants. The contractors, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. (3) Section 504 The contractors agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any Federally assisted program. The Grantee shall provide the contractors with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. (4) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal Assurances provided by HUD, modified only if necessary to identify the affected parties. AFFIRMATIVE ACTION Approved Plan The contractors agrees that it shall be committed to carry out pursuant to the Grantee's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1966. The Grantee shall provide Affirmative Action guidelines to the contractors to assist in the formulation of such program. Women and Minority Owned Businesses The contractors will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the terms "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty- one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians. The contractors may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. C. Notifications The contractors will send to each labor union or representative of workers with which it has a 43 collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker's representative of the contractors commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. D. Subcontract Provisions The contractors will include the provisions of Paragraphs X.A, Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own contractors or subcontractors. COPELAND "ANTI-KICKBACK" 40 U.S.C. § 276c (1999), 29 C.F.R. § 3 (1999), 29 C.F.R. § 5 (1999) The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract, specifically Davis Bacon Act. CONTRACT WORK HOURS AND SAFETY STANDARDS 40 U.S.C. §§ 327 -333 (1999), 29 C.F.R. § 5 (1999), 29 C.F.R. § 1926 (1998) Overtime requirements - No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. Violation; liability for unpaid wages; liquidated damages- In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. Withholding for unpaid wages and liquidated damages - the State of Florida Department of economic opportunity shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this section. Payrolls and basic records - (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter 44 for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. The Remainder of this Page Intentionally Left Blank 45 ESS WHEREOF, each party has caused this Agreement to be executed by its duly "'may; representative on the day and year first above written. iscr I T isBOARD OF COUNTY COMMISSIONERS ti4 4r VIN MADOK, Clerk OF MONROE COUN • -I>D 11 I 1 C�®' A// €e?Li As DeputyClerk May. - i A Date: ✓I✓w.lti^-&tn. 17 '-d'�-0 I Ck40:r40RE CTATrT rO IVRY CONTRACTOR DATE LI" paUrIEy By: g.g..4;01Z—_ / rTitle: han Burgiel, uiness Unit President The foregoing instrument was acknowledged before me, by means of IN physical presence or 0 online notarization, on this 27th day of October 2020, by Who is(X) per pnally known to me or.( ) produced a driver's license as identification. (,J _Aa Li NOTARY PUBLIC,PUBLIC, S A OF RIDA NotaryPubli Stale al Florida Sandra M. Fajardo Sandra M Fajardoiret GG print, type of stamp commissioned name of p�a y EdxgOras OMao= 1Y77W notary END OF AGREEMENT co n > fl o e ,, T.' ` N CD r ro 7' -o .... r- n - C1 G 46 ATTACHMENT A SCOPE OF WORK AND PRICING All services shall comply with the U.S. Department of Housing and Urban Development (HUD) and DEO guidelines. These services will be funded under the Federally-Funded Subrecipient Agreement between the County and the Florida Department of Economic Opportunity (DEO) and attached hereto as Exhibit "A" and the State of Florida Action Plan for Disaster Recovery. The CONTRACTOR is bound by the terms and conditions of the County's Subrecipient Agreement with DEO. The CONTRACTOR is required to be familiar with and shall be responsible for complying with all federal, state, and local laws, ordinances, rules, and regulations that in any manner affect the work and the environment The CONTRACTOR agrees to provide reports or information to the County as needed to comply with the County's obligation to submit reports to DEO on the progress of the work under this Agreement. The County will issue Task Orders for Environmental and Historical Review Services in accordance with the implementation of the CDBG-DR VHBP. The environmental review services include the following: • Assess each VHBP project site to verify the level of environment review required. • Conduct site visit to project location and completion of a field observation report. • Complete and submit the environmental review to DEO. • Prepare, complete and submit HUD required forms for environmental review and provide all documentation to support environmental findings • Consult and coordinate with oversight/regulatory agencies to facilitate environmental clearance • Perform special studies, additional assessments, or permitting to secure environmental clearance. These may include, but are not limited to biological assessments, wetland delineations, asbestos surveys, lead-based paint assessments, archeology studies, architectural review, Phase I and II ESAs, USACE permits. • The vendor must accomplish a Categorical Exclusion, an Environmental Assessment, a FONSI, a Phase I and/or a Phase 11 or tiered assessment as appropriate. • Prepare responses to comments received during comment phase of the environmental review, including State/Federal Agency requiring further studies and/or comments from public or private entities during the public comment period • Coordination with local officials, project engineer and other members of the project team to assure appropriate level of environmental review is performed and no work is conducted without authorization. • Prepare public notices including, but not limited to the Notice of Finding of No Significant Impact (FONSI), Request for Release of Funds floodplain/wetland early and final notices in required order and sequence • Provide documentation of clearance for Parties Known to be Interested as required by 24 CFR 58.43 • Process environmental review and clearance in accordance with NEPA • Advise and complete environmental re-evaluations per 24 CFR 58.47 when evidence of further clearance or assessment is required 47 • Prepare and submit monthly status report in a format that is mutually agreed upon by the Contractor and the County. • Participate in regularly scheduled progress meetings with Monroe County staff as required. The historic review services include the following: • Historical preservation reviews under Sec. 106 of the National Historic Preservation Act of 1966 (54 U.S.C. Section 306108) following the required Professional Qualification Standards as set forth in 36 CFR Part 61. • Perform site visits and conduct all necessary required inspections; • Evaluate and submit report of findings for the Historical Review • Prepare all necessary compliance reports and forms for quality control; • Participate in meetings and/or conference calls to discuss project(s) and the Historical Review and propose/coordinate strategies for resolving issues; • Expedite procedures required by the Department of Housing and Urban Development (HUD) for specific Community Development Block Grant for Disaster Recovery programs. • Gather all necessary data to conduct an historic review in compliance with federal, state, and local rules, regulations and requirements including online research, site visits, historic preservation office data • Delineate area of potential impacts, identify affected parties, provide recommendation for treatment and mitigation • Collect and enter historical review data into project data management system • Review the documents for completeness and evaluate the level of review which may be required for each project • Prepare maps for use in consultation and site inspection • Coordinate with all internal and external stakeholders as required • Conduct archaeological studies and architectural surveys if required • Inspect the site and immediate vicinity to collect needed information not accessible in a desktop review Pricing Exhidbit r..t Houity Rate Proc ra ana erlPrincr a9 in Charge 1 5.Ec0 « 1 . r projl t Manager $110,00 5 149.94 Prrncripad Envirrtnrrnenlial Suentrs E rn r 1 9. roa t .00 ; Saner t'noronmenta1 Stlen;rir.t/Engineer �18%rin Associate Envitonm ntad cientdsti-r-n eer 8110,00 1 0 Lead-based Riit*Ass` sr,r 5 00 i ;70,00 Asbestos Bucf rn Inapertur' Not ApphI-abIla per Addendum 41 NoT Applicable per Add en turn, I GIB S ekia'd sr S60M t 60WO y Fmanc,01 Manager it.).rro Contracts Sr crahst/ cc usnting _ 6 ,0 *P.'ue ho ur"I rote III and pr 1cStr .10e5 n`:�t airof-pouk t .v,:,is :v,hL a.,trove? too wing,mevas,, wp `r 4 ei w � 5I4a e in JC rk,t"oode'd ,��ortrfly+ra"e ovenheod r w,,fst and CruvO exrew-e..(awfore u J reritcn( Pta`d-urn_,perdhe,-r w nd PIT 4em.7e_ 4)r other re L1,aIreJ mm-1oho"e xpeyl'se, be 41,r,,, 1TcaNe,to the price r„r;kia1V bt,insr o ed�t co'rlt K41hout rT"wf'k-uur,. Tetra Te.'h 1c,the C iunt,v fcr re°wew and appr'.kvoL 48 EXHIBIT A DEO SUBRECIPIENT AGREEMENT WITH MONROE COUNTY [This page intentionally left blank, with agreement to follow.] 49 Clerk of the CIrcutt Coult Comp#dfer—Monme County,Flonde DATE: June , 2020 N H 4 .e Attadxwd is a,copy of Resdution No. 150-2020 accep6ng dw.Communky Develolanent, Block Grant,-Disater Recovery(CDBG- )funds in die amount o 1 mmunt;for c t fund hum die florids, t of Economic _a t (fi ))for implementationthe Voluntary a Proptam and dirca taw. o sign the sub-recipkat wgccmcnt. Please be wre to Inovide our office i a coW of the fully execuird agreeguent once s*ncd by s Stwuld you have questictm,please fed free to contact 061 e File tY WEST MARATHONPLANTATION KEY PKIROTH BUILDING skeet 11 Hip H H. * 7 , #1 Hp 7 7 7t 50 OF COUNTY 00iMNUSSIONERS APPR(-)V'N1G DIE FLORIDA DLPARTMENT Of", F'CONOIMIC ACCEPTANCE OF" $15 MWUJON' IN 'NON %[A"'CHJN(J GkAN'i' FUNDS l t r IMPLEMENT THE Pjj0,RA.,Nj W t S„ Congress has appropt4icdm9nifisclulf flura s far u kafim r r vvera" throUghr The C ra murtrtw Develo eill, Mack (;rrrrrrt Disa-ster t otuvtrry C'CDH"t-l.t „ rog,r rrr irr Ole afitzinath„4„fflurm rte Irma To su 4i rt commurik), rtmoverwM;and ' EAS, the it qu umnt jai` Hnlm a and U'rfan l eve'guprrrr,rrt rr ttrtriii trrr [lie CDB6-hr p�AwoC 'program and i9suerl guidthonem for appl ualiurr and rr„ aard,and WHEREAS„tic aggriegate u54 9rt" � �w it furu m slttli lrrirturprrlly lr- ueitr h1 iurtd rrrr,."t cmasc incomn per orb In rt manner ffimv cermircs at l artt 70 p ra ofth''d r—am. irrarirrujtt awari d an der tirti,,a r-urtr iAt vs c i ndod irrr acdvilies that lb" tc-i3r rsurit r rujtzs,„ and 'A"HEREAS, Tiunustrt to file HT..i'D gtndelinrs dw Floridl, Npard% t°1t rri' l urrtr lu Dlyptcartu,rtrry ("'DEOn) subtirittr,rl rt irift !!ra.tautr pwl 34Lrrtirm , t,jrflt tJ110 jttnt°S propostd r imav r recovery rc.i `k vasP and WHEREAS, Mo.n.roc C',*uray wriducted ti cau'tywide survey of Impact d r irtcr"s, a ltrt,bliu cmmach mip i rt ccxriqzsfing of it dittut nu l-utit to iit Greg rl lstdivkdurtlrr„ a ruedia omartwh camlpatsn, 4r4d an urilitre ru irtrsdon, riurvey to irRerrd: r 4orr m,wntrr„irrt*rit;wed ort ale, amlr and WITEREAS, Monnut Counv) appHed w D'I 0 lcr t"DRG-Did fund's tc,rurtpltnw a VALAritary Home Buyout Program flur wtirurlri purchue ltrirnes dumit est b l LuTirrur Trqrtu m pre lluururttrtr Dstll- (Air rnarket value, riritto,lasit tftu structure, and r.rrrlmpin the ri°:tpi"Itty air grocruFp4ce Err rrllr„w fi'miteud wu"C, of thm, 9r„rr in {.rtu ?i rtr vvitlt HU' regulations rah WILPMAS, on, November 26, 2,0119 the Honda Drpatr ient of ru.,,uriorrric ()P urtvnnk)t swilyded N rtrrrut t,,,rir.r v 15 Mi191uusi !is CDBG-DR VoluntAtry Hume Suvout Purigrorri Arnrt,s and on t wxt ,.lt 13„2020 twunliumd khe Sub-t uitaleutt agrreerrterrt, 51 NOW THEREFORE BE IT RESOLVED By THE BOARD Of COUNTY COMMISSIONERS OF MONROE COUN,'rV,FLORIDA,thal: L The County Aximmistrator is directed to sip the CDBG,-DR VLoluntwy Huroe HuYOUK PrOgIAM Sub-TWiPierut agreement with DEO accepting$15 Million in non-Match grant fwds- 2, Momvc Cowlty M- ffare direated to impiement the Volumary Rome Buyout Pros,= in campliauca with all requirements imposed by Federal sixtues,reguLiti"ons and dw temis ad condifions orDbO's Federal Award, PASSED A,ND.ADOPT-ED by the Board of County Corn psi onersofmonmeCounry, Flon4,at a regular morting held on'the 2%, Day of May,W20, Mayor Headier CAnuthers Mayor Pro Tern Michelle Coldiro Conrmusioner Craig Cates T'"On", Comraissioncr David Rice Cbrurnimioner Sylvia Murphy BOARD OF COUNTY COMMISSIONERS CLERK OF MONROE CO!1 TY.FLORIDA As Deno I or Clerk- ny mar I T110 Im 52 1, A nEO Awwwftat Na,l(W)2 State of Florida Departtrient of Economic Opportunity Curnn-tu-m4y Dervelopunent Block Grant Disa,stcr Recovcx�y (CDBG-D,R) Voluntary Home Bkxy'csut Progr n�' "vj 1 "j VY a IA 53 DEO Agreemmt No,�INDW olyt "ii, ri, Ip r. fi, if "A 1%, I'L Ir I . 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'I� 1 man ,I u, f V' W ., UQU 'b Itq i, fu ,t C,t",! t t ^k q tvcm.00,w ,tIA 1 , 67 r . 1 68 II Al,I`AUI AYE-49'- 4r,k S`ai State of Muria Deparmcat of Econarnic Oppartnuity Funded Subrecipicut Agreement Signature PlVe IN WrrNU,%S THEREOF, And to mrizidpmim of the mlxnW t-r as set forth a.h.tie, and, m die awAtrammi, m,rd exhibim hereto, rbe Partin executed fhln—Agreemenr by their dually sulboti2md, axndcrsigped o MONROE ")d 4� BOARD Of DFWARTMENT cod ;I I' dam' l:m",�L�ERS OPPORTVNTrY By Sagnatu Prw,� _ o Thle Tide Director Dam Dam ' DUNS Approved no t%o hmu arad legAl guffi t`v, aabi ct only tti dull and prupri,exe—cu ott by e parriep, OFFICE OF GENERAL By- ApprawmA Dmo v 1 69 u WTI or"r"I 1 1",,,"W" O'R ""4 IF, DHO Arm—ment Nam'IOM en s A— Scope of Work ......................... .......... ................. .......... L Project DescdpOon Mndfi, be 1,10,lub4 t"t lh l,"dt yin "0! 1 "i r"I b -n -,jA"(,b,`,q= b', i'bll ', llo,l �vfl "llo, nrr I'Jzw-bi v blo ibV U b", "al hb 0 N11"j"f, =L tab Z$Ubrccipiault Rapotoibilitics L)I I v"Alu nv�,ry s fun,I T: H�)�'o,tl� 6t,T"Y,-, wnd I rc- d hugv�ib,—�nm at, tw 4 1t jn"-, -.n ."b, lq,� ',nd K .,I t t' a,=..n abbl! bulb, ',"IrO bin ,,,O 'b u IA bf, Mj 70 0190 t 140.,K TE,GAW,ul, r in 1, r A F vM nos ( �.sis3., � s.ii'e �,.i ;ji.ri L' ,i 'gal.� t„ r.'-`1�, _ }i ,'C-P,i_t.�.,.iJ„'. IYr ,"•4i.1�� a�x r'w3�, �..,:e.,a F,ti 11 rinspow IV,& OhTnmoan:i1 i,: , ' iris,{', nQ poiniums Agna E tdp "i Y unit,,, 1" d own &M f VA- K� vAIp "ll'_..r y 04prunni yn ta.M i .. no Iq 1W 0—"wUnk low KQW"s0 ..,.t gwN y=fit, .'[ to Mo ..`u O.,. 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" y kh h jjr . 23 75 UNA P! out jXAq", 090 Apwawt fix:IMON Joh,werable I hfultnum 1,00 of knot DC"quCTICTS br payment) (To gubmit for requelst r Fwandm Con 'boy M "T np I Ananro" SQ100, and lip DIV I' �o Delivemble Irk XwervI of-Servize (to 9 uboin it for rr q utwx,fiw payumn t) Dernobdon,and Onstow n D, 0; f 24 76 u � i 25 ` _ , j r I .. } ...... . . I �l C � f , r i I r� P� 78 ll J9 rN 44 79 .. I , i - 2 v t� I ?3 P "e �� I ��. .. j 1 I 80 Conditions Program Conditions ha iWeav "try j rn,„3 A won,ouder, ., q n- r•34 II'i,U, WHIPIDIUM KIWI k. `(L0%,,-nAjWL ' W Y ilM qW o) M n t -MTV W6 Q a ,. ;w mc Wo m d �t0,,,.. h r .r i � x t�i�l.tt s �i,4 Ps„i! ?�z a! tei I�� ta•} tnJ�, �., r s+�-�lr.. �•t� � „-�;r! r � �" t e�M �1,... ;:rot j" MY m , i„ it ,. If t'L,,,,rV Iwo sat �.,,��'i'�P _ WOW"�„« 'L . „t, q,A ;tt !> Q i j i ; wayl S W AU, Wl , a,q,m ltm rl ; «mi, 1 !+ x7 .r vMt r...l WAv 1400 Dwyn AMJ rw.. 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Ou, 2 84 Rt �i100 ' J 2i 85 O Wa-`M`" i i ,irt t I� r i i -� �� •� n . r r ei •ii; n 3^"8'p. 86 DWG tent Mx:10092, i I l a 87 1 1 . =1in r. .,. .. CI e li j _ 1, a ,'!.�. 3 1 i 1 ;1 cr 1 v allNn 88 a r I not &An hT rf "AI I, cu,I v 't 37 89 y H. if �t• y 1IIt �,wu �. i r 90 DEJO AWvmwnt Nw TOM r. ,. i t 39 91 QnAp Lq A=I QJ90JA 445 ant Aumchm 17 Civff"Rilj(!","� Hance ........... ------ i ra owl hpmi hr;"zp WATZ W KNIT&in Ah mm:-Wo rho "-OAW ONJ Immmm, 4 mewunn"0, 06M.Wmi; iwd'v- tl� i", kv Etc Wory awry qW, HOT M I 4-m Nrh"nsg mw TT o M ad m a a in "rrr� ALp,j,n,U p qo, 00% 0-mv rrmah"Wq , "Wmw own rum* MW 0 Ln".1 Wo,q+qW"Kc AU it IV A"q &=SgnWdN mmwnt U."l, la Wwwo On I"nvqc&w law Is- Kowa 1200MM4 Wnw, mmmunn mwwo, A a OMWVO 4 r-wn,h, ll'i d h<` i,_,ai, I_izi,'__f _ ,I 1p q k- Q W an W, -11�, "lIn T, to un Wq,r 7mnq do i n ljlld Wr Lam ri yq rly Ak QW nmMXW, ica,o ll rq�w ih l'e,Ti i,ef,'l T s j, 0 VWUR=W� WA q numl W P; lyom"nwo 1 U Wo yp"WhoTrd M S,Wjv nuc din a rlUns; a Wh Md nanTong AW h, mpg son-slo 0, knonen Attu. mch wxnplymu, marl-, QU 0 M U LM V 4M- Moog I by A Wd so naw, "I Axe W um=t =,I Ph y Inds so. h 0 c 4 Iry I w n 1-01 FbWY P v=1 it W"0101a 0m,! one!AM mmanew At o Ur harvoy,im�- W 'P.- -Vr! lu W- ly t OW ho" W1 W is- 1113 1 DR P""v AQ lr,lhs, ,,FIMR,Xll Teo i, 40, 92 DEO Almmmm Nq,,t IMI J, I IN,u pu-yi mmI, An"4 low a nA 10 w 0 qp WQAAW OR j"t I-bowlyAw aw 1"MA OW q va WM Xnw—n, MAWCTMO, on. �nmnu 1W " one utu ',P, t� of t: 10MMM"Y Qj "VUWq :FAN! ,J`,t`W, �1! li" -% kuyum" AV! *SV-n"W0 Inni "Yrh rkv ,, n"i's I hrlrox J."",f?,: Lys,�, Ill, -'yo =v,�t ii In, 4, PW —,omw7f; IQ-001y, my kovm q r AK PW- kc pNow, qq M" Si ude-Qows MIA we "I I a-vt IMUMP140vt 11-sr"o ,�jxnn,oyql I coin! MW no" A,"" 0 0" 40 u K W- , W CPA , n lumv; LAOIt ofln (y"'.W1 p"AunNol winvVy A.I nrw7py to ;T.i n wk L" P At 0t lvd J W 1 1"Ir'd � top, b, 14T -vim ins",0 An-,'a 4c"I W I FW NOW 01 1W VOW,I Pln, "N"Im IAN ammm"S'll wP0Ynnw-qq qamcd a d wows as 041W.1 At VQ 1W ymm, un I; DR ROW OMONC ar s. vp Ool,h "oWunAw to 11r�1i„ "Ir s 4� ,,I " Ao"A"It-o' �nwew mm-d WwWON, "V in Ono w 4MV!, q bx�,J %Jif "MPA AV 4"Q W any nwn" 1 Sicidon 304 and the JUntricanswith Disabilkies Act (Wyk{ no a nodmor In, A;-an Vol -I I A IT. OR RAM, 00 1 An 100Z mwr up a jvnM 1 0"A to A WWW" OW tons yj 0 n ,, IrAlp" lj�: ,, Ao,, ow unn Wavy A- Kuln AM WW" The m3annyew lull Wk, owl; W h I 1m; kNor 1, K 460 yll UWALK Walytyanjo A vubso dW upon t,yn,� WMn wayn"n Awme W40ps -qt� Wn"Ar S o NA 00A i "'nol n 6no �,�:A",I il" "A:, y ",'A S Q TWW me mr-T 0 vow" VA `sI 11"i k,c k", P.nar, rAv r? 1,, t, r,p u"4 , Acx ',I t FI ly, hnvw JAQU;=0 09WIV lu"m punur, �swc 4, Q R jw, &="xv owy-p; M01 41 93 M Ag-emftabi No, MAN —I N, 0 t , IJ Pv"I t;w sce'don J r)qtlmfl 42 94 ... r' ., I� _ 1, 1 95 �qs,•.�.I„i ,�-.n,., u � o,.;�,,e..r.i ,_,uf, r is h�ti .,: ,Wulfk �... Civil Rights Regulations py Oda,40 OA. ht _ 1 M Vim _ Qv, low no A_ C` K"A 1 ,i) n L.le, w (I, :It OM"n r"r(,.m" " my 1 11 i fa,,. ( I3 y 0 1 04 01 down "Ooncran 60a,M,40 ! nyf M 'S To`s`, 0 > 1 P 7 N v,,', F w. i 1 '. 1 s I n"n i In . w :, yon Mrn.w Syny I ma jonm,:. QU., row Qv .r ,E'Ind�, .,. a �' ., ,,1 OEM UP A U s wo 1M h l ,.I ,. t,'i, No V �,°u .�� a A H300qu AV a � I' to VON d W A L1 i y E 1 .p✓ .,winm:. ... ��' .�.....o............... Roman t Ti t County B N , jo a rt- haw I k, .W ,1, ,� s W", r�' _ ,Iff 1 96 Attachment G—Reports ............... Ile =wmig rqvnh t"wa bc Compkud =W Mwmlni to DITCA to the thnc limme RMSMed, hmnw, rcmirv4 unmeommi an 'i xuh� dtfcncli in f`3,f_4grvP01 Py IUMA0455 , _,OJvthJ-fr Pfli'tgn"41 PkIny,nym-be w4wond no ju 1 "n omit W by O n, ;A� QW, Nq MW me-no of Cow n"Mo, Z A Quaveray flugmaj RqmM mnj Q air downej In>1 pw Wy 0 1, ,"do v M, nO AWY dw, Ic wait hy A nm7 ME Q�A wAn aid ymnl It AnnM W I>n,nu 15 cup per Q wei At D F A lv m. on ey-Co.:usu"set,POM loins v g NIM"M"Dymaml 14".mna- -mod 4`00 M—s EMT—P—Tai-m 1 no o aim! 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W%W nPol F) Aftis nwo be "ad W rr "'ll i n 1 1"0 1 ,,,mac,.. t 9 St,.i,. , i r nLr A 1 11 45 97 DEO Ag-weent No-,-V*99 to Wdi man be"MaWnh my, b,� DEX) uud w &Tc,,utdu.,ce p 4', -, tv 'eq 4, and D"I Pwkn NW y,Wo re&'fetwed ocihtle c"'t apm,'n,rquw from ihjs 46 98 'An -,y 4,u 3,in4:,'10,0' la,5 A T Aurachawnt 11 -'Wannandvs and!!�cntafions ............. ,immi "rin wpk 5,p- -wom oo pm, i V W nod lnci; lon"Sul vionjoy. 4"'W"7^Y!to WOO , nod" "F Wo v1po ',11 2! At"Q. M" ohrw ,%- lowa no 4V A k ph n 0 M, "MAM ome ="no "Woo MKD jWUMON V gm: I W, �Ayn lame rw'wnn�"n� "O"A -W" my P 1 MORT7 to a! andy PMPWY WN "V:'qWS Me hwajunl� MW WV ,41 A-gh hongri ln,%ro, jy,,M Mg-TI-1 =nano "UM04MM hnAbe mw� 0"w6mmmv", 1! jeronn"M w1why Ono a" -di w-"MCBMAM NOMMM W,W nni'% r'. Kli" lu"11,11 flt'd i"it W—Ms mud W! W to M"w"" W 0 ).Q. nd PD-lung.-I AW apm annin-MQ0 A, to PO: "o "i, roxnWin"r Yaw"am,q° mt-vo WU"annUME;4WWW" 1, "Ok in Wo to " MW ih"� _!=W" IMOC."n iW -yaw, Qo cnyw�' M"Mop"', L"VWdM IV Ww" ov jr& Trallow"4 a qwmwl", 4 '"VOGAH, 1 mvk umn:cx*4 1 n or, rjann"03 hv""M Awn UM!"A"; DO,"I xx v LoAr,o 40-annud"i agn"Man'Q Mr Loop,vg o� nVal nits in wdo or An M""not "o W k%yalwd W Me 'A"UPIMn Aw SO A i to a'dcn Sul "N 'l ff"Pln"l i""n' NO 'nPvj--, Muz:01 apsa ,ho! PwXTMW 0 or"n':!.,Anna it a wwtvq Pq .Jun 4 by a&"by SWUd Whe."KA4, A Mic V1 wymn".'o `nnk fn SF ny Wn"I vaf "on WC Unpoyaq , low n Mon,Wn nom'to n n N 1 WCTY UA w WPr Pyrnt; 'n SZ ry;Uv"jW WWT;NNYT"w I Wrl 0 �CAPM "I A -by M=nt a is aNVIA pone ovans, k— I IMI vankqj OP AtV YAW"Wn A I loOd"! Octal 007 av,r Rwc�yvn ivy o nx wpecnn 'c' "'A I nw„wvpwwv P pan, 1c; A qjwrd It .v innu Ahm"Sw loAnTo �TPARVO" TIUMMCPq Ileum A-1uh4`om -ancl Sm on uAt"'Y'10"Mu Low on Orrotanca "Awnt Opel P) lutmu imply" ov fnwxym� hu ."A "sy W! aeon , kw mu WW'd 4012 0 0 3'sp 1, 4" 0 qnr NW&o qq FaNt- ctlt'd VAY-Axv W qnTd'Myl h"MAQ -Wonjimm fuhwv n-Ineta prowl ano prum wynrd on (W Pamns;WUA-0 MW A"am "No ny m61 "W'd 47 99 DH0AgmmmtNo,&W2 I.. 'Il,t jq .i18, r= ^i Ii�N„I I!' �. 6 9 I,4 on , ;l aw a '`� L�,f ,., ,b ,,ill:f r , M, j W am" i1 { .' b-n' N c i"6iSx ,. WoraMM 1pv-- M owls I& ,Id 1,=" o 1 h it ro"kz..,!l i. , �tr.,�I; I IAnn, Spy-i aar v IV .0 A, 7r ,ir;. I ,F rhMMIMUMA ua M I o }i IJ I`�.JI M1 „�`- ,.,h?�,,Ni,"�� 1 !i � i. *UK IIG�..,.«i§:' I �, '.0 6.1 „r ,.. ,�F tlr`l,i -. .._I� t<` f,.'i FF,c,., ,.>- � u •,tP. . ,.a PART 1: FEDERALLY P ,.rr h,vl a I, .MI S)° U: SAMAWW pnub MMY, 4t 'i;a. r9 hda, A "0%0 r, No i t t 0 FR A; SAW" i"ar n 4 th rI: Ea a IN.Y., a ..t'nwy p-MA&MV FR AK:FnjWNF 0010 ,`ir a .I"�. r �a. =sp �^,s�r,.itt a. �t ii^s.,� II i.�„ �,a t�iw, _ •.try` u. i'sSal.,, ,k� tr E �� `tlWn M wo"Ond 4+ M pp W it: n4 „II .,N AM°. I'"A rvT"MAIMI vlpv, . .d 0 l.,l, . p" Is n s r I I =Wn in' � � �I'`,I�. ,. ""a� `VS., vp I`i M Yrin all,;;,I 7 0 U li o, 1 N t 0 p"—Wwv at I Y M ,a;A t' P A mM lu II ma dtdrl Lnov„ I I� .. Wu^n W, no Was. sw 914 VON ,u Mon! amino w m It I� r, nd Quo c "sir.,` I MWO amonuadw xu r i� C'. +II It`I d 1 ,I,,a v 2"`I 1, ,`I 3 t; I t Mon a^, I:v sm rJ. 'dal "m of ..a � IIi !`.a,n- 4, pr, on aw u6m at ,,a �h. ;rj may r,; Iu2 t a ,:9 t ,I, i u _s W" "ho do?.: I , l.' tunum" 'AI s (4'r",Ill ( `H 10 Yom= 1 .aNxi i., R' I`$q no 4 I or' th it k v _=LI, now le r 45' mold l 7"M ?Aa .4 , t't - IVA ;ir,'. Amon it _ r T man;'v`A'x tr..I,: ,, 48 100 man PART H: STATE FVNDED appsy I a u ON:I a I A-man Ono" WOW , Qqj K -< sm d Awqmw V.00; , -it wm.=, n 1 5wk onn"s 1"yqMV VWX 1 , Aq wnv b""i var"A nnfl 4 1.04myn ow 50nnyow:mns amT a hony Ass-1, , b Fud"M M 1& AV Wx OT Wo" '� qYMAX Ank 'n, 044"Y 1 SWWA, 40K no ov .. , A t we"Inmum -1 tin n -r p ON' !c,p:Y6 nnnnuivsmo 6: WOO, Sup 10 An7nnapg to "W oV all,, Amm,;'d, won&, low tian", wn,� COME wwr Wmw I Xn cy -M 'a 1 w"d saw < 1US - my urrosu a M"Op M 141 K dy 1AWIMM Ist,' pla nwh ax:TR6 Mon 0- "nummm 'A bnw" AVTY� 1 � 1MG wss:'�, cat Po4gr UF&Ind 1 Wpu ?p )Qb 1 sawksy"M 10 WhInn",pnAl UA Lin 0"10 Onto, e""& psi � U. If me W4"A a W, T% 04 SA :40 F=nwn of 1,00wKA!0 n I ". if na A"W I"on cun"u, l,�,, ON- 1wr sume UkWW4 W. 90 pv MA W"M , Wl?r IN ALP I VmKinin a.wxyy� =.dw ru.,,,214 4, 1 "2,,Vjn I, plux, ,1 n, r, "'i'lm a ve, '0 V 'N Ewk nw" o:pn' Rw!4 "CAW I I "" �-nVWMiJ W"ClAN)n 2j=&M SUU AMU awd Z.1mmmn molt 'A At V" twpk 10;AV rupw—nu on, PART ID OTHER AUDrr"Qt1TREb1E'NTs WTE Qu ou hz "'A , 'p-l-, en rom-M 0 V- p"Wo"I"and k, ion��c ann; 1141 Im Oki, a WVW 100 WWI vw wq cwmk p", n"My by wh.rl%ln t'd 7�',� l hpor=Nhyp 'W-OT N/A PART ru REPORT SURMUSSION T'i'l"a ivy! 1 soon KAK"; Swarm, *0 tiny dw 49 101 DOW AVftmwxNa,,IM99 op bnuwo w, 1h- poll fjonvibune "Ing-rd 2 Ilk A, 'OT", I Awo Vyuvwnw: jf -own yK a 4 win W"M I W-v" Mh ; f to n"Sj Avv=qWvn'P T ?w 1 M"vulcom ,.i," X"WvnrA or win!W� 'd� + P"Pmvn1Nr ov r"ma. ond "�'�J,dby thy "40svimp"y AM owl ! t" nonso you wsv ;Wds-vvrvPh time;! h6vx" ;NAVY, "q-_4 PAH t"',L o' Da An*-4 v vj mop n on 44k f qmr Nny Le Ma y 1 W"K&WO '510AMv K Acm U MR wown 15 UK,&pymmvxwo M50>Iqn S Ami A j JIMN-jonsm"On i,P Mmv �"10. it Tywhi"r sAnUT"vq-hu. Um Q LOA AynquMULY - too 5 n ,"IN-ve not &!WX; V r-nn,II 'lid tow to Y VOW nmPam, "a �Ujw. cWMP=4MU UvWy""v Ox AN PuW'- PART V. RE CORD RETENTION AW low rysc 1W. MMN vnQMvr 1"NA Aw"Mn-E in zonqw., 0 ton Q1 -vnv -d'"" ?,arm:w tip 0- Ud A�v Q ;ton frm se not IV yqu yv- ' mOU'" or A Ar cm-tv OR,WOW a- Mntfn' =-I.Ors a,a xnn a"ONAMM a S C"- Ww. vW1_M"yWZv4` 50 102 103 Exhibitens aim Awarded to the SublacOvIlt Puuu=t tQ this Areelanot C40slat of the Famovarari . Ft nal,A w 4v'i A -,.,°rihF kra ,.. r 7r, �i Fc.:: a 3, FRP P;,pi,r P t J.;4 I ".1��- (o a GgW419 or T,ll-g a�"r� 4i I"lLr� titsa"�,tHi�3°^A „i,�t�r,n �' � ��' v Ip ,�^f&.t a .4 S6 juT 11,4 A lh ,.4 441 °� sd r�Y r{ •Yt`�.1 M`t.r � T ��If�,`i: I � ��' t„.. ,.r:V�i,IJ�sl�C'1i �1� �.+i " s,k'P,1 ..�1°y) . rli.rt,t '�. 7 �. an. �,a,a a w'J l, Fuvsl x-nt to itim Agm s itriT ln{4i w.ti_d` a Ir;r,s4,t i�at .L�. n, �•, z ,11��1't�1°4 . �r7, P �`+'il;1F, i.� r. . ��.o-,�. gut 'Fv,w �r `��, ,,,' �� ,fib State liftources Awar&d to the Subrecipitnt Pusluant to this Agmement C4t fst of the ponowi MSt,Chi##RVIOUNCAP detal a , Slubject to Section 215,97,Florida qmmtews N,gym COCUPliancelft"IlUmmments Applicabitto state Itemouters Awarded Pursuanti sit as FoRm"a AI/ N UML Tidt 2 C A- ,1,Xrpl31 and „rim 71 ,9"(3),F.,r*gWF-v CAI dIt illinrlMnon AbOul Ft PrIgrams and tUTC Ih g rgs mdu&d M,1e4 � wt I md dw Nvck,,c Of�ubgtzal AwudiViand A ,AKdrry k-provided to L& 104 P, DUO Agmmm t Ma 16092, Auachawnt it Compliance Certification AMA sh,Pv i,1<9 as Tn "n A use I Mr, no, k open! Inav Murul it ct'" in mm�'Ww 07P,nMq �A X'M 't bl-00—Mo-VI&N, rq van 2, Or Son"AM—T expoil Yjn&C ,x np qj ±et WW,y,, n: Rua fwirL � w-i xxn� -smSmcd YLS, tW SUM C45CUI Rr"A Q"4. 0MqA-WA aN qTW hk "-gk Cur PVj '„ MPccfA" xis, t Mqu"cMelus of a 81 21113. 'Anda Stanhug And dn owns MbW M.of tar Dcpar"Mexcr UMMIMA"Sc ran-S lqd the Mint (Po mg on on no 00", I vwk "Ing n fmcd w hod z x"Ca n ot MIJ e' I YA UV ,a qu T Ono H%in-"q umlaut 'It pt-01 V;r wpin; rr upon! and x;1, n ,v v dm own vr i lit ; A;wxyn; W-& 0; ct M&F vot A cc vast vy 'j I Q in 'Un YMA r none a. it daql Wow> "Vat DF 0 10 A,Am� s-UML; OF zonsk nwem- WWWW 1MMg a owc ow I At Abrc,jacm cern,hom 4hat tj�%,,Ayl ':-nlrql " alu"' q'lpbl'iJ'V 441 GM pali 2M,solmn 14 a M4 irk, A H SO 6 C I xtatrl '� 'an""'tlque' "u"d 4"lln an Its";7 a 0 RM""n"MW ! way Nvw— %�Wwnn Rqm"Lwn� I At of A�nn"ru ANTO"at-:- 105 0, rcvvwi DRO nuNo.,IOM Attachment tent Enterprisc Resource Application (SERA) Form Curt SERA Form will be prided under separate fir. 54 106 DRO Agmwwo)A,IM Attachment IL 2 M.Appendix fl, to Part 200 - Contract Provisions for Nori-Fedcral E ntity Contracts Under,Federal Awards 7�7-r A, I ni q d A op I�C EV .5 p cry 1 TRY, A JAM NA! 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Namc i i��=rixi ,rNAMll 59 � 111 EXHIBIT B Links to 2 CFR PART 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards https://www.govinfo.gov/content/pkg CFR-2014-title2-voll/xml/CFR-2014-title2-voll-pa t200.xm1 https://www.ecfr.gov/cgi-bin/text- idx? 1 =5b9d60b332dOc1 55f2a8e5b96d8a6e9f&m c=true&nod e=pt2.1.200&rg n=d iv5#se2.1.200 134 112 EXHIBIT C 2 CFR Part 200 Overview for Grantees Grants Management& Oversight Division/Office of Strategic Planning and Management KEY DEFINITIONS Definitions were revised and broadened to cover all the requirements and the categories of assistance. • Cognizant Agency. Generally,the cognizant agency is the Federal agency with the largest dollar value of total Federal awards with a governmental unit or nonprofit entity. (See 2 QFR 200.19). The cognizant agency is the lead agency that a non-Federal entity deals with on issues. For example, the lead agency for some HUD recipients for indirect cost rates may be HHS if HHS provides the most funding to the recipient. (See also the explanation under §200.108. Inquiries). The cognizant agency for audit is the Federal agency designated to carry out the responsibilities for audit. (See 2 QFR 200.18.) • Contractor. (New) Contractor is used rather than the term "vendor," which was used in OMB Circular A- 133. (New) Contractor means an entity that receives a contract. (See 2 QFR 200.23) This definition is revised, as the new definition looks at the nature of the relationship, rather than what the document/agreement is called (2 QFR 200.221(See also 2 QFR 200.330. Subrecipient and contractor determinations. ) • Federal financial assistance. This section essentially incorporates the requirements in the previous OMB circular for the administrative requirements, cost principles, and audit requirements. (See 200.40) • Federal award. Federal award, depending on the context, can mean either (a) the Federal financial assistance, or (b) the document that provides the assistance, e.g. the grant, cooperative agreement or cost reimbursement contract. (See 2 QFR 200.38) • Fixed Amount Award. (New) In this type of award,the Federal Agency or pass through entity provides a specific level of support without regard to actual costs incurred. Accountability is based primarily on performance and results. (See 2 QFR 200A5.) • Micro-Purchase. (New) This is a new category of supplies or services which uses simplified acquisition procedures that can be used by non-Federal entities. The micro-purchase threshold (floor) is set by the Federal Acquisition Regulation. (See 48 QFR 2.101) At the present time, it is generally $3,000. The threshold is periodically adjusted for inflation. (See 2 QFR 200. 7) • Non-Federal entity. (New) Non-Federal entity means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organization that carries out a Federal award as a recipient 113 or subrecipient. This is the term that is used in the regulation instead of, for example, grantee. (See 2 QFR 200.69) State no longer includes Indian tribe. (See 2 QFR 200.90) Local governments,which are specifically defined, include public housing authorities. (See 2 QFR 200.64) • Pass- Through Entity. Pass-through entity means a non-Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program. This could include a state, which could "pass funding through" to a county or local government, or nonprofit. (See 2 QFR 200.74) • Subrecipient. Subrecipient means a non-Federal entity that receives a subaward from a pass-through entity to carry out part of a Federal program. This definition is revised from the circulars. (See 2 QFR 200.93) HUD IMPLEMENTATION. HUD is required to implement 2 CFR 200 unless different provisions are required by Federal statute, are in a conforming regulation, or are otherwise approved by OMB. (See sections 2 QFR . 2 QFR 200.106.) For Federal awards under 2 CFR 200 all administrative requirements, program manuals, handbooks and other non-regulatory materials that are inconsistent with the uniform requirements must be superseded except to the extent they are required by statute or authorized by OMB. (See 2 QFR 200.105.) This means that handbooks and other guidance that are inconsistent with 2 CFR 200 would need to be revised for the changes in the rule. Federal agencies categorize Federal financial assistance as, for example, grants or cooperative agreements, and this information will appear as the actual document. (See 2 C 200.101) EFFECTIVE DATES. The requirements in 2 CFR 200 are phased in for specific requirements in various stages as follows: (See 2 QFR 200.110.) Grant Agreements: Many HUD grant agreements are written to be governed by the regulations in effect as of the date the agreement was signed. Grants/Cooperative Agreements awarded before December 26, 2014 (the date the 2 CFR 200 rules became effective) and not modified on or after that date, are governed by 24 CFR Part 84- Uniform Administrative Requirements for Grants and Agreements with Institutions for Higher Education, Hospitals, and other Nonprofit organizations or24 CFR Part 85—Administrative 114 Requirements for Grants and Cooperative Agreements to State, Local and Indian Tribal Governments, effective in December 2013. For example, some grant agreements may contain the following language: "This Agreement will be governed and controlled by the following, in effect as of the date of the Agreement. The Act, the NOFA, and HUD regulations, laws and policies incorporated into the NOFA. In this case, an agreement signed November 1, 2013,would be governed by the regulations in effect in November, 2013. Where the terms of a HUD award made prior to December 26, 2014, state that the award will be subject to regulations as may be amended, the Federal award shall be subject to 2 CFR Part 200. For example, the agreement might say: "This Agreement will be governed and controlled by the following: the Act, the NOFA, and HUD regulations, and policies incorporated into the NOFA as may be amended." Procurement: For the procurement standards in the new rule, non-Federal entities may continue to comply with the procurement standards in previous OMB guidance for one additional fiscal year after 2014. If a non-Federal entity chooses to use the previous procurement standards for an additional fiscal year before adopting the procurement standards in this part, the non-Federal entity must document this decision in their internal procurement policies. Example: A non-Federal entity whose fiscal year ends June 30, 2015, can operate under either the "old" or "new" standards for the fiscal year beginning July 1, 2015 and ending June 30, 2016. Example: That non-Federal entity will be required to comply with the 2 CFR 200 procurement standards for the fiscal year starting July 1, 2016 and ending June 30, 2017. Audit. Audit Requirements will apply to audits of fiscal years beginning on or after December 26, 2014. Example: A non-Federal entity whose fiscal year ends June 30, 2015, is subject to the"new" audit standards for their fiscal year beginning July 1, 2015 and ending June 30, 2016. POST AWARD REQUIREMENTS AND ADMINISTRATION Performance Measurement. This section provides stronger guidance to Federal agencies to measure performance in a way that will help the Federal awarding agency and other non-Federal entities to improve program outcomes, share lessons learned, and spread the adoption of promising practices. (See 2 CFR 200.301.) • Federal awarding agencies must require recipients to use OMB-approved standard government-wide information collections to provide financial and performance information. 115 • Recipients must be required to relate financial data to performance accomplishments, and must also provide cost information to demonstrate cost effective practices. Internal Controls. This section provides that for Federal awards Non-Federal entities must include certain tasks in their administration of the assistance. It was moved from OMB Circular A-133. (See 2 QFR 200.303.) 1. Establish and maintain effective internal controls- no expectation that they document compliance with the internal control documents (GAO green book, compliance supplement, etc.) 2. Comply with Federal statutes, regulations, &terms and conditions 3. Evaluate and monitor compliance 4. Take prompt action on audit findings 5. Safeguard protected personally identifiable information (See 2 QFR 200.32) Payments to States and Non Federal Entities. (New in part) Payments to States are governed by Treasury-State Cash Management Improvement Act (CMIA) agreements codified at 31 CFR Part 205. Coverage largely replicates existing payment coverage from OMB Circular A-110. (See 2 C 200.305.) • As a new measure, the rule extends to non-Federal entities previously covered by OMB Circular A-102 the existing flexibility in OMB Circular A-110 to pay additional interest earned on Federal funds annually, rather than "promptly" to each Federal awarding agency. (NEW) • Interest amounts up to $500 per year may be retained by the non-federal entity for administrative expenses. (NEW) Cost Sharina or Matchina. This section clarifies policies on voluntary committed cost sharing. • Stipulates that voluntary committed cost sharing is not expected under Federal research proposals and cannot be used as a factor during the merit review of the proposal. Cost sharing may only be considered when required by regulation and transparent in the notice of funding opportunity. (See 2 QFR 200.306(a)) Only mandatory cost sharing or cost sharing included on the project budget must be included in the organized research base for computing the indirect cost rate or reflected in the allocation of indirect costs. • For all Federal awards, any shared costs or matching funds and all contributions, including cash and third party in-kind contributions, must be accepted as part of the non- Federal entity's cost sharing or matching when such contributions meet all of the following criteria: (1) Are verifiable from the non-Federal entity's records; (2) are not included as contributions for any other Federal award; (3)Are necessary and reasonable for accomplishment of project or program objectives; (4) Are allowable under Subpart E—Cost Principles (5) Are not paid by the Federal Government under another Federal award, except where the Federal statute authorizing a program specifically provides that 116 Federal funds made available for such program can be applied to matching or cost sharing requirements of other Federal programs; (6) Are provided for in the approved budget when required by the Federal awarding agency; and (7) Conform to other provisions of this part, as applicable. • OMB Memorandum 01-06, Clarification of OMB A-21 Treatment of Voluntary Uncommitted Cost Sharing and Tuition Remission costs continues to apply. See: http://www.whitehous v/omb/memoranda mOl-06 • Valuation of cost sharing remains largely unchanged from OMB Circular A-110. Period of Performance • Non-federal entities may charge to Federal awards only allowable costs incurred during the period of performance and any costs incurred before the Federal awarding agency or pass-through entity made the Federal award that were authorized by the Federal awarding agency or pass through entity. (See 2 QFR 200.309.) • Federal awarding agencies may authorize no-cost extensions of the period of performance (See also 200.308, Revision of budget and program plans.) Coverage in Property Standards. (New in part). • Property standards are largely derived from existing coverage. (Sections 200.310- 200.316) • The property standards are consistent with existing coverage. Equipment is new. 2 QFR 200.311 • States must use, manage, and dispose of equipment acquired under a Federal award in accordance with state laws and procedures. (Not new) • Other non-Federal entities must follow the requirements specified. (NEW) Supplies. The definition of supplies in existing guidance includes all tangible personal property that fall below the threshold for equipment. (See 2 CFR 200.314) Since, as technology improves, computing devices (inclusive of accessories) increasingly fall below this threshold, (currently $3,500) the guidance makes explicit that when they do, they shall be treated consistently with all other items below this level. (NEW) See Definition of"Supplies" (See 2 QFR 200.94) Intanaible Property. The Content of 200.315 is largely from OMB Circular A-110; however, the section has been reorganized for readability and clarity. (See 2 QFR 200.315.) PROCUREMENT STANDARDS States. States must use their own policies and procedures. (See 2 CFR 200.317) 117 Non-Federal entities. (New) All other non-Federal entities, including subrecipients of a state, must have and follow written procurement procedures that reflect the procurement standards in part 200. This section does not require the non-Federal entity to maintain a contract administration system; it's a matter of an entity's judgment as to how the non-Federal entity is going to maintain oversight of contracts and contractors. (See 2 QFR 200.318) Standards of Conduct. (New in part.) The non-Federal entity must maintain written standards of conduct. (See 2 QFR 200.318). The section contains a new requirement that extends the conflict to organizational conflicts (parent, affiliate, or subsidiary, not a state, local government or Indian tribe). (See 2 QFR 200.318(c) (2}.) Procurement of unnecessary or duplicative items. This section was sought by the research institutions. It does not require a non-Federal entity to reexamine every item acquired for "unnecessary or duplicative items." (See 2 CFR 200.318(d).) Interentity aareements. (New in part.) To foster greater economy and efficiency and to promote cost-effective use of shared services, the non-Federal entity is encouraged to enter into state and local intergovernmental agreements or inter-entity agreements where appropriate for procurement or use of common or shared goods and services. This is designed to encourage shared services and goods, e.g., strategic sourcing. (See 2 QFR 200.318(0).) (NEW) The non-Federal entity is encouraged to use Federal excess and surplus property in lieu of purchasing new equipment and property when this is feasible and when it reduces project costs. (See 2 QFR 200.318(f}). Methods of Procurement to be Followed. There are 5 (five) options. (See 2 QFR 200.320) This section is generally based on Circular A- 102 One of the options- micro-purchases- is NEW Micro-purchases are used for acquisition of supplies or services if the aggregate amount does not exceed the "micro-purchase threshold" (currently $3,000). (See 2 QFR 200. 7.)Is set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1 Definitions. Micro-purchases may be awarded without soliciting competitive quotations if the non-Federal entity considers the price to be reasonable. The micro-purchase threshold is adjusted for inflation on a periodic basis. The four other procurement methods, which remain largely unchanged, are: 1. Small purchase procedures contracts not exceeding the Simplified Acquisition Threshold (currently $150,000) 2. Sealed bids (formal advertising) 3. Competitive proposals 4. Noncompetitive proposals- clarified to specify that it can be used only under certain conditions, e.g. when only one or more of the following factors apply. The documentation of this process is important. The factors to be considered include: 118 a) The item is available only from a single source; b) The public exigency or emergency for the requirement will not permit a delay resulting from competitive solicitation; c) The Federal awarding agency(or pass-through entity) expressly authorizes this method in response to a written request from the non-Federal entity; d) After solicitation of a number of sources, competition is determined inadequate. Non-Federal entity review by Federal awardina aaencv or pass-throuah entity. Upon request of the Federal awarding agency (or pass-through entity), the non-Federal entity must make available: (See 2 QFR 200.324.) • Technical Specifications. The technical specifications on proposed procurements where the Federal awarding agency (or pass-through entity) believes the review is needed to ensure that the item or service specified is the one being proposed for acquisition. • Procurement Documents. Upon request of the Federal awarding agency(or pass-through entity), the non-Federal entity must make the procurement documents (e.g., requests for proposals, invitations for bids, or independent cost estimates) available for pre- procurement review when: 1. The non-Federal entity's procurement procedures or operations fail to comply with the procurement standards in Part 200;or 2. The procurement is expected to exceed the Simplified Acquisition Threshold (currently $150,000); and 3. The procurement is to be awarded without competition or only one bid/offer is received in response to a solicitation; or 4. The procurement specifies a "brand name" product; or 5. The proposed contract is to be awarded to other than the apparent low bidder under a sealed bid procurement; or 6. A proposed contract modification changes the scope of a contract or increases the contract amount by more than the Simplified Acquisition Threshold. Pre-procurement review exemption. The non-Federal entity is exempt: • If the Federal awarding agency(or pass-through entity) determines that its procurement systems comply with the standards of Part 200, or • The non-Federal entity self certifies its procurement system (but the self-certification does not limit the Federal awarding agency's right to survey the system). Contract provisions. Refers to Appendix II for provisions that must be included in contracts of non-Federal entities. (See 2 QFR 200.326.) The Appendix provides a description of each requirement. It generally gives the legal basis (regulations or statutes) of the provision) so that the non-Federal entity can determine whether the provision is applicable to a contract. PERFORMANCE AND FINANCIAL MANAGEMENT REPORTING Financial Reporting. (New in part.) 119 • Existing coverage from A-102 and A-110 on the Report of Federal Cash Transactions and the Financial Status Report has been deleted and replaced with the requirement that Federal awarding agencies only use the OMB-approved government-wide data elements for collection of financial information -- currently the Federal Financial Report. (New) (See 2 QFR 200.327.) • Submission frequency requirements generally remain unchanged- No less frequently than annually, nor more frequently than quarterly. New language was added, however, which permits the Federal awarding agency to require more frequent reporting where necessary for the effective monitoring of the Federal award or where monitoring could significantly affect program outcomes. (NEW) MONITORING & REPORTING PROGRAM PERFORMANCE • Specifies that performance reports are subject to the Paperwork Reduction Act requirements (See 2 QFR 200.323.) • Federal awarding agencies should utilize OMB-approved standard government-wide information collections (see also 200.206) • Submission frequency requirements remain largely unchanged • No less frequently than annually, nor more frequently than quarterly. • New language added, however, which permits more the Federal awarding agency to require more frequent reporting where necessary for the effective monitoring of the Federal award or could significantly affect program outcomes. (NEW) Reporting on Real Property. (See 2 QFR 200.329) The language in this section is based on the supplementary information provided in the purpose section of the Final Notice of the Real Property Status Report (RPSR) form SF-429, available at 75 FR 56540, published September 16, 201.0 SUBRECIPIENT MONITORING AND MANGAGMENT Subrecipient and Contractor Determination. (See 2 QFR 200.330.) • Explains the roles of subrecipients and contractors so that the non-Federal entity can determine the relationship and the applicable requirements. • A non-Federal entity provides a subaward to a subrecipient for the purpose of carrying out a portion of a Federal award and creates a Federal assistance relationship between the non-Federal entity and the subrecipient. • A non-Federal entity provides a contract to a contractor for the purpose of obtaining goods and services for the non-Federal entity's own use and creates a procurement relationship between the non-Federal entity and the contractor. • What the document is called- an agreement or a contract-does not matter; the relationship is the basis for determining which requirements are applicable. Requirements for pass-through entities. (See 2 QFR 200.331.) • The pass-through entity must: 1. Put specific information in the subaward, including indirect cost rate 120 2. Do a risk assessment to determine appropriate subrecipient monitoring AND must monitor subrecipients 3. Consider if specific subaward conditions are needed 4. Verify subrecipients have audits in accordance with Subpart F-Audit Requirements 5. Make any necessary adjustment to the pass-through entity's records based on reviews and audits of subrecipients 6. Consider actions to address subrecipient noncompliance • When monitoring subrecipients, the pass-through entity must (200.331(d)): 1. Review reports required by the pass-through entity 2. Follow-up to ensure subrecipient takes appropriate action on all deficiencies pertaining to the subaward from the pass-through entity identified through audits, on- site reviews, and other means 3. Issue a management decision for audit findings pertaining to subawards made by the pass-through entity 4. Not new requirement—taken from A-133; on-site reviews are not required. 5. The following tools may be useful, depending upon the risk assessment. No listed tool is required nor is the list of tools all inclusive. Determination on which tools to use is a matter of judgment for the pass-through entity based upon its assessment of risk. (200.331(e)) o Providing subrecipient training and technical assistance o Performing on-site reviews o Arranging for agreed-upon-procedures engagements under 200.425, Audit services [in Cost Principles] Fixed Amount Subawards. (NEW) (See 2 QFR 200.332.) • Permits a non-Federal entity to make subawards based on fixed amounts (in accordance with 200.201) not exceeding the Simplified Acquisition Threshold (currently $150,000) • The prior written approval of the Federal awarding agency is required. • The following information must be identified to the subrecipient at the time of an award and put in the subaward (and when changes are made to the subaward) (See also 2 QFR200.331(a)): o Federal award identification, e.g., unique entity identifier. o Indirect cost rate for the Federal award (including if the de minimis rate is charged per 200.414 Indirect (F&A) costs) Requirements imposed by the pass-through entity. o Requirement to provide access to records for audit. • The pass-through entity must evaluate each subrecipient' s risk of noncompliance with Federal statutes, regulations, and the terms and conditions of the subaward for the purpose of determining appropriate subrecipient monitoring. This is similar to the risk assessment that the Federal Agency undertakes. The assessment may include consideration of factors such as (200.331(b)): o Prior experience with same or similar subawards o Results of previous audits o Whether new or substantially changed personnel or systems o Extent and results of Federal awarding agency monitoring 121 Retention reauirements for records. (See 2 QFR 200.333) • Retains the record retention period of three years from the date of submission of the final expenditure report • For Federal awards that are renewed quarterly or annually, from the date of the submission of the quarterly or annual financial report • Supplements to the listing of exceptions from standard record retention: o When the non-Federal entity is notified in writing by the Federal awarding agency, cognizant agency for audit, cognizant agency for indirect costs, or pass-through entity; and o Records for program income transactions after the period of performance Methods for collection, transmission and storage of information. (NEW) In lieu of addressing the issue throughout the rule, a new section was added to clearly articulate the treatment of electronic records. (See 2 QFR 200.335) • Federal awarding agencies and the non-Federal entities should, whenever practicable, collect, transmit, and store Federal award-related information in open and machine readable formats. • Federal awarding agencies or pass-through entities must always provide or accept paper versions of Federal award-related information to and from the non-Federal entity upon request. • When original records are electronic and cannot be altered, there is no need to create and retain paper copies. • When original records are paper, electronic versions may be substituted through the use of duplication or other forms of electronic media provided that they are subject to periodic quality control reviews, provide reasonable safeguards against alteration, and remain readable. REMEDIES FOR NONCOMPLIANCE Remedies for Noncompliance are covered in Sections 200.338-200.342 • The sections are generally substantively the same as superseded circulars, with some modifications. • The sections cover actions that may be taken by the pass-through entity, not just by the Federal awarding agency. Remedies for noncompliance. • Permits the Federal awarding agency (or pass-through entity) to try to remedy noncompliance through additional conditions on the Federal award (or subaward). This is new. The Federal agency can impose these requirements at any time, not just at the initiation of the award. (See 2 QFR 200.338) • Expressly references suspension and debarment proceedings and cross-references the government-wide regulation at 2 CFR Part 180 122 Termination. comprehensively addresses termination. • The Federal award may be terminated by the Federal awarding agency (or pass-through entity) in whole or in part (See 2 QFR 200.339): 1. For failure of the non-Federal entity to comply with the terms and conditions of the Federal award 2. For cause 3. With the consent of the non-Federal entity(the two parties must agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated) • The Federal award may be terminated by the non-Federal entity by sending to the Federal awarding agency (or pass-through entity) written notification setting forth the reasons for termination, the effective date, and, in the case of partial termination, the portion to be terminated. • When the Federal award is terminated, the Federal awarding agency (or pass-through entity) and the non-Federal entity remain responsible for closeout, post-closeout adjustments and continuing responsibilities. Closeout. (NEW) This section should be clearer because the timeframes are based on "period of performance" which must be stated in the Federal award. (See 2 QFR 200.343) • Post-closeout adjustments and continuing responsibilities. The adjustment to the Federal award amount based on an audit or other review after closeout must be made within the record retention period. (See 2 QFR 200.344.) • Collection of amounts due. The collection may happen after the record retention period. (See 2 QFR 200.345) COST PRINCIPLES Classification of Costs This section is a new explanatory introductory section which does not make major changes. (See 2 QFR 200.412.) It explains that there is no universal rule for classifying certain costs as either direct or indirect (F&A) under every accounting system. A cost may be direct with respect to some specific service or function, but indirect with respect to the Federal award or other final cost objective. Therefore, it is essential that each item of cost incurred for the same purpose be treated consistently in like circumstances either as a direct or an indirect (F&A) cost in order to avoid possible double-charging of Federal awards. Guidelines for determining direct and indirect (F&A) costs charged to Federal awards are provided in subpart E. Cost accounting standards and disclosure statement. (NEW) This section applies to Institutions of Higher Education (IHEs) that receive aggregate Federal awards totaling more than $50 million in its most recent fiscal year. (See 2 QFR 200.419.) It requires those entities to comply with the Cost Accounting Standards Boards standards and file disclosures with the cognizant agency. It also provides mechanisms for those cognizant agencies to adjust costs, credit overpayments, and assure compliance. Collections of Improper Payments The costs incurred by a non-Federal entity to recover improper payments are allowable as either direct or indirect costs, as appropriate. (See 2 QFR 200.423.) Commencement and convocation costs. (NEW) For IHEs, costs incurred for commencements and convocations are unallowable, except as provided in limited circumstances detailed in Appendix III to Part 200—Indirect (F&A) Costs Identification and 123 Assignment as student activity costs. (See 2 CFR 200.429) Intellectual property. (NEW) This section enumerates the allowable costs related to securing and owning patents and copyrights and discusses when royalties are allowed. (See 2 QFR 200A48.) Taxes (includina Value Added Tax). (NEW) This section provides guidance detailing when taxes are allowable expenses, including a Value Added Tax (VAT) tax. (See 2 QFR 200.470.) AUDITS Threshold for Audits An audit is required if a Non-Federal entity expends $750,000 or more during the non-Federal entity's fiscal year. The non-Federal entity must have a single or program-specific audit. This threshold IS new (formerly $500,000). (See 2 QFR 200.501) • A non-Federal entity that expends $750,000 or more during the non-Federal entity's fiscal year in Federal awards must have a single audit conducted in accordance with §200.514 Scope of audit except when it elects to have a program-specific audit conducted. • Program-specific audit election. When an auditee expends Federal awards under only one Federal program (excluding R&D) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of the auditee, the auditee may elect to have a program-specific audit conducted. (See 2 QFR 200.507) • A non-Federal entity that expends less than $750,000 during the non-Federal entity's fiscal year in Federal awards is generally exempt from Federal audit requirements for that year, but records must be available for review or audit by appropriate officials of the Federal agency, pass-through entity, and Government Accountability Office (GAO). Questions. Inquiries concerning 2 CFR 200 may be directed to the Office of Federal Financial Management Office of Management and Budget, in Washington, DC. (§200.108) Non-Federal entities' inquiries should be addressed to the Federal awarding agency, cognizant agency for indirect costs, cognizant or oversight agency for audit, or pass-through entity as appropriate. • Office of Federal Financial Management: LtE21LAAMwhitehouse.gov/omb/financial fin grants expanded/ admin • HUD is the Federal awarding agency if HUD provides the financial assistance. • The cognizant agency for indirect costs could be HUD, or it could be another Federal agency. (See 2 C 200.19.) Cognizant agency for indirect costs means the Federal agency responsible for reviewing, negotiating, and approving cost allocation plans or indirect cost proposals developed under this part on behalf of all Federal agencies. For assignments of cognizant agencies see the following: o For Institutions of Higher Education (IHEs): Appendix III to Part 200 —Indirect (F&A) Costs Identification and Assignment, and Rate Determination for Institutions of Higher Education (IHEs), paragraph C.11. Appendix III o For nonprofit organizations: Appendix IV to Part 200—Indirect (F&A) Costs Identification and Assignment, and Rate Determination for Nonprofit Organizations, paragraph C.12. Appendix IV 124 o For state and local governments: Appendix V to Part 200—State/Local Government- wide Central Service Cost Allocation Plans, paragraph F.1. Appendix V o For Indian tribes:Appendix VII to Part 200—States and Local Government and Indian Tribe Indirect Cost Proposal, paragraph D.1. Appendix VII • The cognizant agency for indirect cost is not necessarily the same as the cognizant agency for audit. (§200.18). The cognizant agency for audit means the Federal agency designated to carry out the audit responsibilities for the government. A non-Federal entity expending more than $50 million a year in Federal awards must have a cognizant agency for audit. The designated cognizant agency for audit must be the Federal awarding agency that provides the predominant amount of direct funding to a non-Federal entity unless OMB designates a specific cognizant agency for audit. A list of cognizant agencies for audit may be found at the Federal Audit Clearinghouse (FAC) Web site: https://harvester.census.gov/facweb/default.aspx/ 125 SECTION THREE: COUNTY FORMS AND INSURANCE FORMS [This page intentionally left blank, with forms to follow.] 126 CERTIf ICATE TETRA TECH,_INIC. To. Monroe County. Florida I hereby certify to you that I am a duly elected and qualified Semor Vice President,General Counsel and Secretary of Tetra Tech, Inc., a DIelaware corporation (the "Compan,v"), and that, as such, I am authorized to exapt e This Certificate on behalf of The Company. I further certify to you on behaif of the Company that. Jonathan, BuIrgiel, Business Unit President wrthsn the Company's United State;, Government Division of the Government Services Group. is authorItzed and empowered, in accordance with:the Company's Signature Approval Authority NI as approved oy the Company's Board of Directors, for and on behalf of the Company,to sign a proposal in response to the Monroe County's Rf P for Environmental &Historical Rieview Services for,the Community Block Grant-Disaster Recovery Voluntary Home Buyout Program, Further, Mt,. Burgiel Is authorized and empowered to sign any resulting contract and is authorized To bind The may. ;N WITNESS WHEREOF, I have hereunto set my hand as of this Y"day of August 2020. Preston Hose� Senior Vice President, General Counsel and Secretary, ,Seal) TEC- -"-,R P 0 PEO 11 988, 9W 12 State Department of State 1 r t�tify from the records of this c that TETRA.TECH- INC.. is a Delaware cotporatiou authorized to,transact business in the 'State or-Florida, qiialified on The document r ofthis c orporati,orr is P 19034. farther, certifv that said corporation has paid all fees due this office rbrough Deco ter 3 1. 2020. that its most recent anniaal tepon,,'tinifform bnSiness report w as filed tin January 1 2-02 . and that its starus is active. 1 ttrtlt r r Ttif;that said corporation has not piled a Certificate of lWithdrawall i,vn,oaruder.loo hand and the a mesa Seal of the Sarre to is rr at Tallahassee, floe Caynral, rear$ eh e Firs,r deli ,(April, 02 m - i a � Traddagg r: 2 V folow the mstrucdons displayet 12 j. "„e"d"X D E Pa,T 3 475 H I°1`OT H TiL BLY1) This is ynn Loral thismd,. ssp Tax �,d'" �,�Ii�G�I J�.1�s`4�H�'"�'��' i��IG��"�a i� 'In (h 1 kapmaI{mit I Amys please cluta''Id ) G,ry�' �vb ��g u9nd �post �, I r, �(I�3s� �'�'�C�i l ns ��l4i�..C`d It "�IdThave y d�l.�' s q t, n i 8�st. . 'u yOur r e ep, pKisp a'on6.iai( i 11 `39 $t Ltx� �wa 'a,�'')Olz aihb! now pmv d d to AM a, r'dd visit Phor websue A "It"rl"OrilamAcna1 P'd`r Maaa"a..'NIA " CATEGORY! HUSIN"S'S ( � f m1avd,mmmil Im"lled a(N""nw h dry � y1""�"a ," u ?3 r-v�d"s�dxa step p,��q I,aa',d,IBi( �Jty R,a dl=fs, ffhh=j(rW1UOreaco—gae how ri""" N.mO"mm,I"1"! o ngd anWMW"aswot Kisldmm the i y OA $f11'"W"4'+aa"M¢d"I , Piir P� P"n aai"r�wud,�y�r�yaw�ir Ytl Ea:9' ��^�a�wr'allw do,dffliw,� 3 ym. a CL CL �« 18 � a CL Is 69 lx .. o Ly CA 13 SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Tetra Tetri Inc (Company) that. hetit has, not empi , retaimed orottierovtze had art on histher behallf any forrner County officer or employee in violation ofSecluon 2 of Or inance No, 010-1990 or aniy County officer or emplayee in violabon of Section 3 of Ordinance No, 010-1991), For brexh orviolauon of fts provision the County may, in ns discretion, tem. iin!ate this Agreementwithout liability and may also, in As-discretion, deduct from, tie Agreement or purchase price, or otherNisse recover, d')e full amount of any fee, cornmission, percentage, gift, or consideraWn paid to the forrner County afficer or employee, ----------------- I Sitn6ture) Date',- August 5, 2,020 STA7E OF: F 10 da COUNTY OF-, Orpl2igg, Subseribed and sworn to for affirmed) opefore, me,, Jonathan BurgieL,B urine ssvniz Presidert by means of i'X' physical presence or i 'onfivne nota rig atuon on August 5, ')02G (datej by_Jrzmathan Burgiel, Buvness Unit Preasdent finame of affiant), HWShe, rs personalty known io n,,,e or has produced i Perqson,-VlLLno , ftype of identificalion) as identification, NOTAF�Y Auc, h4av 10, 2,01224 my My Coniftssion,Expires- -00" NOWCOLLUSION AFFIDAVIT 1, Jonarhan Burgiel Of the city Of Maitland according to law on my oath, and under penatty of pequr , depose and say that LrIll ELMPIJ!a,01 _pf the firm of lle�faLL_Iac_ he bidder making the Propo5a] for the pry ect,descbed ri in the Request for Proposaisfor monrop., %".ou� -and that 1, executed Me said proposal*th fUlli authonlry to do so, the prices in this old have been arrived at independently jmithout coilusion, consultanion, communication or agreement for the purpose of re-stricung competition,as to any matter relating to such prices with any other bidder or with any,competitor, 3 unless otherwise required by 13W, the prices which have been quoted in 1his bid have not been knowing1y disclosed by the Wdder and will not knowingfly be disclosed bythe bidder prior to bid opening, directly or indirecdy, to any other bidder art any com peutor: and 4. no attempt has been made or wifl Lie made by the bidder to induce any other person, piartnership or corporation to submit, or not to submit- a did for the purpose of resuicung, compebtion� 5, the statements. contained in this affidavit are true,and correct, and madv-wilh full knowiedgile that Monroe County relies upon the truth of the-statements contained in this affidavit in awarMngi contracts for said project, Signature: Date, nuauk 5, 2020 STA7E OF. P�ond a COUNTY OF., Orange- Subscribed and sworn to(or affirmed)before me by means ofiA physsical presence or 1 onfine notariZzation, on_AUaU�Uji.?QIQ (date) by ?mjo�a rjipl _,name of affiant), He/She s per nail kn*wn to me or has producectLL,,,,rxw kngwri(t ype of identification)as identification, NOTARY PUBLIC UWXY Pdft MW of My Commission Expires, May 1 G, 2(022 M:y 1=1=111'V 4% 82 13 DRUG-FREE WORKPLACE FORM The and ersiigined vendor in accordance with Flo6da Statute 2_87,087 hereby certifires that., (Name of!I usille's-s- ) 1- Publish a statement notifying employees that " unlawful manufacture, distribution, dispensing, posse—mi ion or use of a controlled, substanice if, Prohibited In the workplace and specifying the actions that wW be taken against employees for violations of such probibition. 2- in employees about the dangers, of drug a buse in the workplace. the businness'policy of maintaining a drug-free workplace, any available drug counsaiing, rehabRitaLion, and employee assistance pro granis, and the penalties that may be imposed upon employees for drug abuse violations, 3, Give each ernpIoyee engaged in providing the commodities or corttractual services that are under bid a copy of the statern.lenit specified In subsecton(II,. 4. in the statement spec-ified in subsection (1,,,, notify the employees that, as, a condition of wcrking on the commodities or contractual services dial are nder brd. the employe wfl abide by the terms of the statement and vy ill, notfy the employer of any conviction of.or plea of guilty or No contend rre to, any of Chapter 893 (Florida Statute-M or of any controlled substance law of the United States or any state for a viorlation occurring in the workplace no later!ban five l5)days after such conviction. 5 Impose a sanction on., or require the satisfactory participation in a drug abuse,assistance or rehabiVitation program if such is available in .he employee's community,or any employee who is so convicred. 6- Make a good faith effort to condnue to maintain a d,,Pjg-f,r-.,e workplace through implernentafion of this section, As the person authorized to sign tile;statement, I cerlity that this firm complies Wily with'the above requirements, e"? vb&�4" Date- AUQUSt 5, 2020 STATE OF, Rondla COUNTY OF� Orange Subscribed and sworn to fora ffirmed)before me by, �jDjM, means of D4 physical presence or online notarizzafion on_Aj1gU_sr by Jonathan Burgiel (narne of affiant). HeJShe is personally known to me or has _(type of idenfificationi as identficat6n, fj AWA N 0 TA R Y'PU B U,C aw nf Vk" MN , NOV x 511004.022 MvIt""Wo r47110VA My Comnijission Expiras� 83 13 PUBLIC ENTITY CRIME STATEMENT A Person or affshate who has been placed on the convicted vendor list following a com;;cbon: for pubfic, entily crime may not submit a bid on a contract to provide any good's or services to a is entity, may not submit a bid,,on a contract with a public entirry for the coneurruction or repair of a pub4ic bultding or public two4i, m subm ay, not it bids on leases of real property to public entity', may not be. awarded or perform work as a contractor, suppUer, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess oft he threshold amount prcmded in,Section 287.0 17, for CATEGORY rWO ,for a period of 36 months frorn, the date of being placed on the convicted vendor list," I have read, the above and state that ne met her.. ..,r , Inc, _(Respondent's narne-) n r any Affiliate has, been placed on the convicted vendor list within the Last 36 months, Date-,-August 115, 20 20 STATE couNry OF, Orange Subscribed and sworn to (,or affirmed), before me by means. of Ix,! physic l presence or I I onkle notarization on A I , ,,jf"lr (date,): b J0n;.3th,3n L��rr Iei O'name of affia nt _ _UQUI L :_ _ Y. X He6he is, personally known to me or has produced, "pipe of identification) as identlificabomt. 777=771 1 ly no,�%Vnf .......... $-a* *of NOTARY PUBLIC F VIV 06 0 My Commission,Expires May 10, 22,022 13 Respondent's Insurance and Indemnification Statement kamou-&QUIamr,121 RealljEld I jaljL2 W r's Compensation, Statutory Limits Employees Liability $1,0010,000ts'11,0010,0001SI 0001,000 General Liabiflity $5,000,000 Corat litned Single Limit "Vehicle Liability $5,000,000 Combined S de Limit per Occurrencel$5,000,000 Aggregate- IDEMNIFICATION AN OLID, HARMLESS FOR CONTRACTORS AND SUBCONTRACTORS The CONTRACTORcovenants and agrees to indenTin1y, hold hamiless and defend Monroe County, its commissioners, officers.,employees, agents,and servants Toni any and all claims for bodily, injury, including death, personal injury, and property darnage, including property owned by Monroe County, and any other losses, darriages,and expenses of any k in:d, 'including atticwney's feez", courl costs and expenses, whI ch anise out of, in connection with, or uy reason of services provided by, the CONTRACTOR Or any of its Subcontractor(s) in any tier, occasioned by the negligence,, errors, or other wrongful apt or omission,of the CONTRACTOR, including its Subcontractor(s,W in any tier their off cers, employees, se", nts or agents. In the vent that the completion of fl-Te project(to in clid e the work of'others)is delayed or suspended as a result of the COOT RACTOR's fadure to purchase or maintain the required insurance, the CONTRACTOR shall indeninify the County front any and-afl increased expenses resulting from such delay. Should any claims be asserted against the COUNTY by virtue of any deficiency or am—biguity in the plans and specifications provided by the CONTRACTOR,, the C01,4TRACTOR agrees and warrants that CONTRACTOR shall hold the Clounty harmless and shall indemnify it from all, -losses occurring thereby and shall further defend any claim or action on the County"s behalf- The first ten dollars, (S10,00) of remuneration paid to the CONTRACTOR is consideration for Vie inderrinffli cation provided for above. The, extent of liability is in noway limit to, reduced, or lesasened, by'the, insurance requirements contained elsewhere within this agreement, o the Age This indemn 71 ification shall survivtitsexpiration or earlier temiinL ib on f reem rat. RESPONDENT'S STATEMENT I understand the msurance that will be, niand atory d awarded the contract and will comply, in full with all the requirements, Tetra Tech. lnc,, Respondent 7 577 tr re 13 Tetra Tech, M ,a trt ffic cr r erwagea boy'Monme Colmrym the complerson of rwork-a 5-- rt usdh the below Lindicatd ytrt t, ' r, '" mmotiry brae-,: t r rize,as deffined us Sectrom " 703,FI-onda Statutes :not i ramortry st a y A5 defined in SeCt ISS7103, I n .tarot S, 2 703().htnodry btumess c se"means any wmU bus ass sta ir:as Wbsectmm belov-)wbach is oijaumedw engag*=iccjn=ercWrrauaacwm,wWc is:dorubMuiFlorida.and whx is&r least 5 F pert tf , i persons who me merubers of an insulariip drat is or q pamiculu M.c 1,r.baic,or f r maricual origiu,wWcIL bas been svkjeczed basionca3ly to,di5parate wearraera due try tdeunflcabou andattIL that group t lr In an taderrevresenUMOM of COMMIerctal a t r nsee r dre grotto's courrol,and whom m3nagemeut and daily r tro :are c on srolled by such rasa as,A-aram zv bus mess eatery.nw May prim u'v involve the vrac--ce of a rrof4sswu. y a m m,onjr,mrsou does not mclude owneziliap IVLI ch, z reSIAt =, sfer horn'vers,ou to 3 nunon ry person wi l t d im %fail,;._group i to conemned t tal met asset valut of a1l members of Bch faintly,r p cw 1 ,For puposes, ,ems, subsecoon,tbe t -reared,immedWe f "meam,os-*or ntore cbLdzeu,under 16 yean or age Rua 3 � ttt rvn cr e spouse surd et te-siding tie s bogie s t. M£ 2 7 3"rd') -Small t ess" arij owned and operated busmesL coucem dt »empkys newer permanent full-time laye s aud dm,,,together sin its affi i s Ins a apt wo cot ustore than 15, Mahou or any f=based in tills stare Whachs a Small Busmess Adann5stratiou (,al,tex ° canoes s applucable td sole ptopheiorships,the 5 imMou networthre tillinclude bodhet l and x=e s s : e at Cantractorr mav refer"to F.S,.289,7,03 for inore a -,mo .. tr -to. Stab-_Ici s rst. donroe C o r Sim ra' Pnnt Na Antathan Buraiel Pimte,41Namc. t� V fi „i ss 301 Lu 3 Way, Sulks 12,0 r Contact. Date. Auquism 5. 13 AT-N-DOR C LRTTFIC-ATIO-N REGARDING �,C-RT--TT-I\l ZED P'rqie-,tDe,-lcxrpnon(-s): Environirentafl arvol H�storlcal Rev�ew Services for the CQBE-,-DR N/HBP Responder,r Vendor Na me� -,Tp,,,rl, Tr-,ch,_ UL vend'or FEZI V evdor's Authormee.1 R- evres-entattive'N ame a—rd,Tide: J o wi a t 1)a r,�_B Lin, Bunn e s s Um,m�,t re P s�t d e n t lie A 2,IrO LULAen 'vVav I 11Q, C ity State-. Z' 22EIII-I R' Phone Number: -221-44 1-- 5 1,E, Email A ddxes _EE a ;-%La",Pt ra-to h Seem.''Orr 287-1135. Florida Stam-res prolarbins a zo=pW, fi-om b,.,dding on, mbarriTtma a propotal fbr� or enter* mto Or rvnewmg, a contract for sood'-s oi sennees or amny =vant 4 at the tme of contracting or renewal., ffie company iS on the Scyunnized Companues that Boycott Lrael List„created pursuant to Section, 1 55,47725, Flotida, Sranxw, or rs engaged m a Boycott of Israel S�A Cnon 287.135, Florida Stavmt, ahko prohlbris a company fiom biddmg ov- sulbm—amng a proposal fora or enterrup into ot reiremUmg a contract for goodl or ner-rices of S1,00,000 or more,,, that are on eifimer the Sa-ummized Compazu,es with Activi'mesm Sudan Lxst oi the Scrutinized Clonipa per• 'With Aztr%-rne-,,m the h-in Pevoleum Emm p Sector Lrislllt vvIuch were created mrsuant to 5,� -1 15,473, Florida Starure:a or r,�4,engagea m,bminess operations m Cdoar or Sym, A: the per-,on zuthorized, to :Imn on beh;rIllf or'Re-,pond*nt. 1 hereby cemfv thar the comp idenfiffied above in the Section ewnled "Rv;pot&-w Vendor Name" it,no; I ed on& Scrut � !hat Boytort I,xael List or enpled in a boy ttael and for Project;-of S 1,000,00,01 or more t"- twi L,red on ei,ther the Scn-tfinize-A Compmse-. wilh Acti-vines in Sudan Ll,st. the Smfinized Companres mith JAcnvide-, m the Iran Petroleum Energy Sec-mg,Lv-,t, or,engazed in business operatow, u., Cuba or 5S)-..a- 1 mndera-=nd diar pun-viant to, Section 2S7,135. Florr,& Stature,;- the iubunvsion of a fake c*,vtificariom may s bje 4 u ct comparry to cm-A perralne ,art omey"t fees. avAlcm-co ,I fiurffierunnderamd,that and-contract w-,,th the County may be teruninated, at ffi* option of flhe C'ounty, if the, company i: Ibmd to have subanivfed a false certifitication or has been p"aced on rle Sexur-mazed Companies that Boyc-on Israel List or engaged in al L-ovcott ofisrael or pa—ced on the Scruturned Compan-les mith,.divines rnr Sudan Ltit or the Sciumalred Compames at Acti'viti-es im the IraPetroleum En,erpr Sector List or,been engaged inbm me:s operar-ow, m Cuba or SYMI CernfiedBr who 1.-�authmmed to of tire alm-ol.e pafeAnc OUV24arl) .kuthonzed Simr3ftne" Pamat Name: Jonximarni Bur Tide- RusinessUm,,Prps�oclr Nlote: The List are avail-able at the followur;Department of 1damazement Servivez Site,, 13 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY'EXCLUSION- LOWER TIER COVERED TRANSACTIONS FOR FEDERAL AID CONTRACTS (Complian. cewith 2 C='LR Parts 180 and 1200� l-s cerrj%d that nether the,belowcenffted fm rcrcs pene6pa4s are present y sumpenced, proposed for debarment, dectired�r*figib4e, excluded`mom particoatiian in this transactron by any fedeiraic',depamnAent or agency Nxne of Const0laniXontractor, Team TeLsh, irc, By, jcnnathar, Sur-giel Dale: Tile BusinessJra!Drewderr lm=' Via =z" l,rrstructions for Cieniftabion-Lower Tier Parric,parits: uApphcable to all subcontracts,purchase orders ads other,ovrv,tier transactions fieqjming pror HUD, approval or estrmated to cost$25,000 or more-2 CPR Pat-m 180 and 1200'l a. By signing and submitting truii oroposail,th.'e prospecuive, bweq tier,s prov ig,he ioerl&arion set wvn below, b. Thy cem,ficahom mtn,-s dalise is amatenal nepresentkon of fact upoo,which re'�ba' mce was placed when Ifim tramisactmn was,enterpdoto, Vits muter deters rrr*d that the pro ve lower tier part icipant knowingly renderee or erne cemfcation in addition to orry remedies arvalab,'k-to the Federal Governmen'L the departrrient,cc ag err cy wig wN&,,this tram to orVvnated may pursue--v,343b*reme6es, inck4ng suspension and or deb-arm*rt, c, pros the kdwv-r ter parteipant shad!pro de mrredare wirmen nDb,:*10 tr*person to vvn-,,ch 0tis proposal s s mmteci 4 at 3--ny trine the pros pectue lower f--T parrloganf learns that its cedf-Rcation was erroneous by reason of charged vrournst3nces d, Tl,*tenors'covem. dtransaction,' eebarried,- 's§,asper-z*d," 'ner,:x264,-part•cipanl,'"p*rsor-,' 'prTtipal,' and volunmhly excluded,' as used in,this on",auso,are def mec in 2 CFR Pam 180 and t 2,fj'0. You rriafy contact the person to whrh this proposai is auburn fed for assistance-in obtainmg a ocoy Of I ft-se regulations,Ttst 7iier Coves Transactions'refers to arvy covered tr3r.sactcm between a grantee or subgramee of Federal fines and a participant r,suc0m,as the prime or genera,,ocmtract,, 'Lower T'ier Covered 7mmsactons'refers to any covered ransacz-on order 3 F-st,T-her Ccivered Transac..r�on j"Suoint as suberiontracts),'Fry T*er Participant' re%- rsb3the pairtrcipant whonas entered oto a cmered transact wtfii a grantee or szog rant iee&Fede-&' funds(stith as time prme or gen, er3l cclrtractor,'r Low ef Tier Prartcipant*refers any participarivimho has, entered ,mlo a covered transaction w-th a F-Irst T-w Pairfiovant or o r Lower Pal.ticpants isuch as subcorramrs and suppiersj, e Th*p mspectve bweef ter pmtcipant agrees by subtrortring this pmpOsal th3i- should the proposed cDoereco' tirarsacrom be entered into,o-1 sh33,not knowingly enter to any lowerter covered transacton w0m.,a person who is debarred,susWded,declared jnefigib-,,,--..or voluntanty exd ided from pamcipatwo in&ts,covered transacmn, unless autrorized by the deparvnerl or agency, w&.,whicim this transxtim ongmawd, f TO pry pectiverower ter parteipanx-turmer agrees by submtfing this pro posail,treat it wel include tmis clause tiled 'Cer05cator-Regar6rig Debarment S4usipension, Nnebgib fiy and Voliumary Ex6mision-Lowe-Tier Ccovere,l Tram bon"witheut riod tcjibor, rr,ah,lower'ber covered traftsaicrorms and 0 a6 ruDlctmans for lower ter covered"risactxm-,s;exceeding b-lie 3-25,000 dtivresme, 9. A participant 3n a oovered trar sac uorn may rely usron a cerblex, 'on of a pros,, time pare 03nt in:3 1OWer ter covered transaction that is imakdebarred,suspended, 'mmor-Wigidle.or,v6untavy exiduded from,die ciov*-,,ec trartsacbon, unless it knows That the certifeation s ertvneots. A,partx.,rFart,s resoonst,*,for ensursn';that its principals are nor sus,pended, debarred,Or ObImenevisee.e�reefipble to par:6cate In:covered transactions,To veetiy the eligiblRy of its prnoidalS.-35 We-d as the elm- ibility of any lower teir prospective participants, each particzpiar,t may buIL4' -'.tat reqijlred to,check the Excluded Pairtles List Systern vu*bsite vOch is oonrp4ed by the Gieneral Services Admo;sIr-aterm h. Nctharg contained in the faregiong ehall be construed to req�ufire establisment of a system of reccirds in order to render m good fa the certit'ic-nom required by this oaus*,T be knowitedie an infon-nambon of participant is not irequ,ired to exceed teat zh +s normally possessed by a prua4mt per sort ,n tre ordrary Course of business dealings, i Except for transactions aulhoh-zed tinder paragraph e of, these instructions, 4 a partiqpatnt in a waened trafrsacton knowingly entees into a lower t;,,-zr covered trarisactor,with a;wson who is susperrided,debarred inetg Ve, or voluntarily exckuded ft" pxiicipatcA #n th s,trarear-con, in ao6t or-to other remedies 3-vi�.3614 to the Federal Government tw departrnment or agency voirM v0vch this tramsacton onginated mar y purs,,Ve available rem*o*s mclud ng suspereicin and1oroebarmeryt, 13 C E R711FICATION FOR DISC LOSU RE OF LOBBYING ACTIVITIE S ON FED ERAL AID CONTRACTS (Compliance with 4-91FR, Section 2,0,,1,DO (b)) The prospeetve participant cerines, by s ;ning this certf at.on, that 4a,the best of,his, or her knowledge and belief. (1), No fi2idsral appropriatedfunds have been paid orwfll be paid by cw cn behalf o47 the undersign-ed, to any ".rsconfor influencing orattenipdng to infiluence-an offleer or ernploy&e of any federal agent y, ; Member of Congress, an offi-eer of.empbyee o4`Congness, or an employee of Me.n',7,ber of Congress in connection w ith'the award en g of any f4edera i contract, -.-he ni a k,�ng, of any federal grant, the, making of ars e federal loan, the entering into of any coo perg ti'lieagregiment and the extension, continuation, rime al." a me dmr enl, or modification ofany federa i contraot, grant, ban, or cocoperative agneement. (2) Ifany funds other than federal appropriated funds have been paid or will be paid to any person for in,fluencing or atteni in to influence an offic-eir or employee of any federal agency, a Member o", Congre,ss, ano'fft�e,r,orie.ni syeeoL,Congress, oranemploy eye of.iMe.niberof,',:a,ngr-essinconne.c,ton -with,this federal contract, grant, loan, or co,,operatve ag reement, the undersigned shall co replete and submit Standard Fom7,-L.LL, 'DD�s ids ulre of L.obby ivy g Activities", in accordance w& its instfU bon s,_ This; ter' cation is a material representation of fz t upon-which reliance was placed when oh s transac on as made or entered into. Submission of this certification is a prerequisite for making or ent--r)nrg into this transaction �mpcvs�ed by Section 13,52, Title 31', U.S. Code. "Any person who fafls to ffle the requOsd certi-5cation sha H be subj.eot to civil ".na ly of not less than $1 C,OGOD a no not more than I CID,C,DO,fo' r each such fadure. The prospeetve participant a iso agrees by submitting his or her,proposal that he,or she, shall require that the language,of this oertficatio n be incitided in aH farwer tier subcontracts,whic.h exceed$11 C01,1100 and that aH such subrecipients shall oertify and disclosie. accordingly. Name of ContractorlConsultant.11 Tetra Tech, Inc. By,, Jonathan BLArgieI (Print N,,ame) Date.- AUgU'St 5, 222C Au t#z ed Signature Tide- Business !jHv'resident 13 DISCLOSURE OFL I ACTIVITIES Ammed'p Olms complett rnus Ton to uladme to rl rA'Q, act"unies pursuant to 31 U 1,X Typeof Brat ion of Federal Acts , contract uW t,A tom a,miti i Njing a loan guarame dale of IwA report t koan wk uuMrin "N r'tjri nfltyi 5,Of ReportingEntity to N m 4 is a Subawardev, Enter pfo'o E3 slabumof Lue and Aodress of Prime- Tier-, dkrwwn, Congrossional Drstrict, iV Ammin t Congressional District if Mcm rr: u Federal. DepartinervilAgency., T Fedoral ftogram INam rlw t rrk CF0A Nit et W applicabWe P Fedora, Action Nuimbw, of knomm,, ,Award Amunt. it kno m. S .Nwvw and Ad4r*ssf Lobbying t tr r , Ind4vWuals Polormtog$*"K*s m4ichng adctv ess r - tr� o"L llast rwif' &V ni'vw tit t"0r u 1 M V Wql m fst h P) R Prinp �bml.p m TIilt 'w TeWotione No DateJ Standad FaimT LLL 14 DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 10/27/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon Risk Insurance services West, Inc. NAME: Los Angeles CA Office (A/C.o.Ext): C866) 283-7122 A/C.No.: (800) 363-0105 707 Wilshire Boulevard E-MAIL suite 2600 ADDRESS: Los Angeles CA 90017-0460 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Lexington Insurance Company 19437 Tetra Tech, Inc. INSURERB: Zurich American Ins Co 16535 2301 Lucien Way, suite 120 Maitland, FL 32751 USA INSURERC: American International Group UK Ltd AA1120841 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:570084052308 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS B X COMMERCIAL GENERAL LIABILITY GLO EACH OCCURRENCE $2,000,000 CLAIMS-MADE x1OCCUR �' PREMISES Ea occurrence $1,000,000 X X.C.0 Coverage ry.,t - MED EXP(Any one person) $10,000 7 _... 1., � PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: 1 /2 7/2 0 2 0 with -at_LaC1]MentZ3REGATE $4,000,000 POLICY ❑X JE ❑X LOC DIA -- PRODUCTS-COMP/OP AGG $4,000,000 OTHER: B AUTOMOBILE LIABILITY BAV 16�1/V25�) UZ 1D/D1/ZDZD 1D/Dl/ZD21 COMBINED SINGLE LIMIT $5,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) OWNED SCHEDULED BODILY INJURY(Per accident) AUTOS ONLY AUTOS Ex p PROPERTY DAMAGE HIRED AUTOS NON-OWNED ONLY AUTOS ONLY 1 0/21/2 0 2 0 Per accident C x UMBRELLALIAB x OCCUR 62785232 10/01/2020 10/01/2021 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED I X RETENTION$100,000 B WORKERS COMPENSATION AND WC254061602 10/01/2020 10/01/2021 X I PER STATUTE I OTH- B EMPLOYERS'LIABILITY Y/N WC185708702 10/01/2020 10/01/2021 ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes.describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000—_ A Env Contr Prof 028182375 10/01/2019 10/01/2021 Each Claim $5,000,000— Prof/Poll Liab Agggregate $5,000,000 SIR applies per policy ter s & condi ions DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: Contract for Grant Management Services for the CDBG-DR VHBP Monroe County Board of county commissioners is included as additional insured in accordance with the policy provisions of the General Liability and Automobile Liability policies as required by written contract. General Liability and Automobile Liability policies evidenced herein are Primary and Non-Contributory to other insurance available to Additional Insured, but only in accordance with the policy's provisions as required by written contract. A Waiver of Subrogation is granted in favor of certificate Holder in accordance with the policy provisions of the General Liability, Automobile Liability and Workers' compensation policies as required by written contract. Stop Gap Coverage for the following states: OH, ND, WA, WY. CERTIFICATE HOLDER CANCELLATION �. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE Monroe County Board of county commissioners POLICY PROVISIONS. 1100 Simonton street AUTHORIZED REPRESENTATIVE Key West, FL 33040 z ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 0 Additional Insured — Automatic — Owners, Lessees Or ° I Contractors Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. AWL Prem Return Prem. G LO 1817406-02 10/01/2020 10/01/2021 10/01/2020 7527200 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Tetra Tech, Inc. Address (including ZIP Code): This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II —Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations or "your work" as included in the "products-completed operations hazard", which is the subject of the written contract or written agreement. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the 'occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. U-GL-1175-F CW(04/13) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an 'occurrence"or offense that may result in a claim; 2. We receive written notice of a claim or"suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purposes of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV—Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same 'occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III— Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U-GL-1175-F CW(04/13) Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. POLICY NUMBER: GLo 1817406-02 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION THAT REQUIRES YOU TO WAIVE YOUR RIGHTS OF RECOVERY, IN A WRITTEN CONTRACT OR AGREEMENT WITH THE NAMED INSURED THAT IS EXECUTED PRIOR TO THE ACCIDENT OR LOSS . Information required to complete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV-Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or 'Your work"done under a contract with that person or organization and included in the"products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 0 Insurance Services Office, Inc., 2008 Page 1 of 1 ❑ POLICY NUMBER: BAP 1857085-02 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s)who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION TO WHOM OR WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS OR ADDITIONAL INSURED STATUS ON A PRIMARY, NON-CONTRIBUTORY BASIS, IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: BAP 18 5 7 0 8 5—02 COMMERCIAL AUTO CA04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Tetra Tech, Inc. Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 POLICY NUMBER: WC 2540616-02 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION WC000313 (Ed. 4-84) 0 1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B POLICY NUMBER: WC 2540616-02 (Ed. 6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. (❑) Specific Waiver Name of person or organization (®) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION. 3. Premium: The premium charge for this endorsement shall be percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s) arising out of the operations described. 4. Advance Premium: WC420304B (Ed. 6-14) ©Copyright 2014 National Council on Compensation Insurance,Inc.All Rights Reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 43 03 05 POLICY NUMBER: WC 2540616-02 (Ed. 7-00) UTAH WAIVER OF SUBROGATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Our waiver of rights does not release your employees' rights against third parties and does not release our authority as trustee of claims against third parties. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION. WC 43 03 05 (Ed. 7-00) ©2000 National Council on Compensation Insurance,Inc. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 POLICY NUMBER: WC 1857087-02 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION WC000313 (Ed. 4-84) 0 1983 National Council on Compensation Insurance. Policy Number: 62785232 K. Hostile Fire means a fire that becomes uncontrollable or breaks out from where it was intended to be. L. Impaired Property means tangible property, other than Your Product or Your Work, that cannot be used or is less useful because: 1. it incorporates Your Product or Your Work that is known or thought to be defective, deficient, inadequate or dangerous;or 2. you have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: 1. the repair, replacement, adjustment or removal of Your Product or Your Work; or 2. your fulfilling the terms of the contract or agreement. M. Insured means: 1. the Named Insured; 2. if you are designated in the declarations as: a. an individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner; b. a partnership or joint venture, you are an insured.Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business; c. a limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers; d. an organization other than a partnership,joint venture or limited liability company, you are an insured. Your executive officers and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders; e. a trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees; 3. your employees other than your executive officers (if you are an organization other than a partnership,joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business; 4. your volunteer workers only while performing duties related to the conduct of your business; 5. any person (other than your employee or volunteer worker)or organization while acting as your real estate manager; 6. your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this policy; 7. any person or organization, other than the Named Insured, included as an additional insured under Scheduled Underlying Insurance, but not for broader coverage than would be afforded by such Scheduled Underlying Insurance. 81500(O1/13) Page 20 of 25 (Lex-London) ©2013 AIG,Inc. a 26 Includes copyrighted material of Insurance Services Office,Inc.with its permission. ( 99 Policy Number: 62785232 Notwithstanding any of the above: a. no person or organization is an Insured with respect to the conduct of any current, past or newly formed partnership, joint venture or limited liability company that is not designated as a Named Insured in Item 1 of the Declarations; and b. no person or organization is an Insured under this policy who is not an Insured under applicable Scheduled Underlying Insurance. This provision shall not apply to any organization set forth in the definition of Named Insured in Paragraph R. 2 and 3. N. Insured Contract means that part of any contract or agreement pertaining to your business under which any Insured assumes the tort liability of another party to pay for Bodily Injury or Property Damage to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Insured Contract does not include that part of any contract or agreement: 1. that indemnifies a railroad for Bodily Injury or Property Damage arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing; 2. that indemnifies an architect, engineer or surveyor for injury or damage arising out of: a. preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or 3. under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the Insured's rendering or failure to render professional services, including those shown in subparagraph 2 above and supervisory, inspection, architectural or engineering activities. O. Key Executive means the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, General Counsel or general partner (if the Named Insured is a partnership) of the Named Insured or sole proprietor (if the Named Insured is a sole proprietorship). A Key Executive also means any other person holding a title designated by you and approved by us, which title is shown in Schedule B, Additional Key Executives attached to and forming part of this policy. P. Loss means those sums actually paid as judgments or settlements, provided, however, that if expenses incurred to defend a Suit or to investigate a claim reduce the applicable limits of Scheduled Underlying Insurance, then Loss shall include such expenses. Q. Mobile Equipment means any of the following types of land vehicles, including any attached machinery or equipment: 1. bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; 2. vehicles maintained for use solely on or next to premises you own or rent; 3. vehicles that travel on crawler treads; 4. vehicles,whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: a. power cranes,shovels, loaders, diggers or drills; or b. road construction or resurfacing equipment such as graders, scrapers or rollers; 5. vehicles not described in Paragraph 1, 2, 3 or 4 above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: 81500(O1/13) Page 21 of 25 (Lex-London) ©2013 AIG,Inc. a 26 Includes copyrighted material of Insurance Services Office,Inc.with its permission. ( 99 Policy Number: 62785232 L. Other Insurance If other valid and collectible insurance applies to damages that are also covered by this policy, this policy will apply excess of the Other Insurance. However, this provision will not apply if the Other Insurance is specifically written to be excess of this policy. M. Premium The first Named Insured designated in Item 1 of the Declarations will be responsible for payment of all premiums when due. The premium for this policy will be computed on the basis set forth in Item 6 of the Declarations. At the beginning of the Policy Period, you must pay us the Advance Premium shown in Item 6 of the Declarations. When this policy expires or if it is cancelled,we will compute the earned premium for the time this policy was in force. If this policy is subject to audit adjustment, the actual exposure base will be used to compute the earned premium. If the earned premium is greater than the Advance Premium, you will promptly pay us the difference. If the earned premium is less than the Advance Premium, we will return the difference to you. But in any event, we will retain the Minimum Premium as shown in Item 6 of the Declarations for each twelve months of the Policy Period. N. Service Of Suit In the event of our failure to pay any amount claimed to be due hereunder, we, at the Insured's request, will submit to the jurisdiction of any court of competent jurisdiction within the United States. Nothing in this condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. It is further agreed that service of process in such suit may be made upon AIG - Claim Intake Department, P.O. Box 10006, Shawnee Mission, KS 66225, or his or her representative, and that in any suit instituted against us upon this contract, we will abide by the final decision of such court or of any appellate court in the event of any appeal. Further, pursuant to any statute of any state, territory, or district of the United States which makes provision therefor, we hereby designate the Superintendent, Commissioner, or Director of Insurance, other officer specified for that purpose in the statute, or his or her successor or successors in office as our true and lawful attorney upon whom may be served any lawful process in any action, suit, or proceeding instituted by or on behalf of the Insured or any beneficiary hereunder arising out of this contract of insurance, and hereby designate the above named Counsel as the person to whom the said officer is authorized to mail such process or a true copy thereof. O. Separation of Insureds Except with respect to the Limits of Insurance of this policy and rights or duties specifically assigned to the first Named Insured designated in Item 1 of the Declarations, this insurance applies: 1. as if each Named Insured were the only Named Insured; and 2. separately to each Insured against whom claim is made or Suit is brought. P. Transfer of Rights of Recovery 1. If any Insured has rights to recover all or part of any payment we have made under this policy, those rights are transferred to us. The Insured must do nothing after loss to impair these rights and must help us enforce them. 2. Any recoveries will be applied as follows: a. any person or organization, including the Insured, that has paid an amount in excess of the applicable Limits of Insurance of this policy will be reimbursed first; 81500(O1/13) Page 17 of 25 (Lex-London) ©2013 AIG,Inc. a 26 Includes copyrighted material of Insurance Services Office,Inc.with its permission. 99 Policy Number: 62785232 b. we then will be reimbursed up to the amount we have paid; and c. lastly, any person or organization, including the Insured that has paid an amount over which this policy is excess is entitled to claim the remainder. Expenses incurred in the exercise of rights of recovery will be apportioned among the persons or organizations, including the Insured, in the ratio of their respective recoveries as finally settled. 3. If, prior to the time of an Occurrence, you waive any right of recovery against a specific person or organization for injury or damage as required under an Insured Contract,we will also waive any rights we may have against such person or organization Q. Transfer of Your Rights and Duties Your rights and duties under this policy may not be transferred without our written consent. If you die or are legally declared bankrupt, your rights and duties will be transferred to your legal representative, but only while acting within the scope of duties as your legal representative. However, notice of cancellation sent to the first Named Insured designated in Item 1 of the Declarations and mailed to the address shown in this policy will be sufficient notice to effect cancellation of this policy. R. Unintentional Failure to Disclose Your failure to disclose all hazards existing as of the inception date of the policy will not prejudice you with respect to the coverage afforded by this policy, provided that any such failure or omission is not intentional. S. Coverage Territory Payment of Loss under this policy shall only be made in full compliance with all United States of America economic or trade sanction laws or regulations, including, but not limited to, sanctions, laws and regulations administered and enforced by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"). VII. DEFINITIONS A. Advertisement means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: 1. notices that are published include material placed on the Internet or on similar electronic means of communication; and 2. regarding web-sites, only that part of a web-site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. B. Auto means: 1. a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or 2. any other land vehicle that is subject to a compulsory or financial responsibility law in the state where it is licensed or principally garaged. However, Auto does not include Mobile Equipment. 81500(O1/13) Page 18 of 25 (Lex-London) ©2013 AIG,Inc. a 26 Includes copyrighted material of Insurance Services Office,Inc.with its permission. 99