08/18/2021 Agreement GVS COURTq c
Kevin Madok, CPA
Clerk of the Circuit Court& Comptroller— Monroe Count Florida
o p Y,
E cOVN
DATE: August 23, 2021
TO: Alicia Betancourt
Extension Services
FROM: Sally M.Abrams, D.C.
SUBJECT: August 18, 2021 BOCC Meeting
Attached, for your handling, is an electronic copy of Item C4, agreement with the University of
Florida to allow Monroe County Extension to participate in the Monroe County Sponge Nutrient
Flux Experiment to quantify the role of Loggerhead and Sheep's Wool sponges in modulating
water quality by measuring fluxes and transformation of nitrogen.
Should you have any questions,please feel free to contact me at ext. 3550. Thank you.
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
RESEARCH AGREEMENT
THIS RESEARCH AGREEMENT( "Agreement"), entered into as of the date of the last signature
on this Agreement (the "Effective Date") by and between Monroe County, a political subdivision
of the State Of Florida with offices located at 1100 Simonton Street, Key West, FL 33040
("Sponsor") and The University of Florida Board of Trustees, a public body corporate of the state
of Florida with offices at OF Research I Sponsored Programs, 207 Grinter Hall, Gainesville, FL
32611-5500 ("University"), collectively referred to as the "Parties." Parties agree to the
following:
BACKGROUND
University's research capabilities reflect a substantial public investment as a part of its
research and higher education mission as a public land-grant university. The research
contemplated by this Agreement is aimed to produce results of mutual interest to University and
Sponsor.
The U.S. Environmental Protection Agency is providing funding to Sponsor in support of
the Project. The Sponsor has identified appropriate or applicable flow-down terms which are
included in this Agreement as Appendix B.
SECTION 1- RESEARCH WORK
1.1 Research Efforts. University shall use diligent efforts to perform the work that is set
forth in Appendix A attached hereto ("Project") according to the standards of a United
States institution of higher education.
1.2 Period of Performance. The period of performance for the Project will begin on April 21,
2021 and end on June 30, 2022.
1.3 Principal Investigator. Dr. Ashley Smyth ("Principal Investigator") is responsible for
performance of the Project on behalf of University. If Dr. Ashley Smyth ceases to serve
as Principal Investigator for any reason, University shall notify Sponsor, and University
and Sponsor shall agree on a replacement within sixty(60) days. In the event that Parties
cannot find a mutually acceptable replacement, then University or Sponsor may
terminate this Agreement in accordance with Section 9 of this Agreement.
1.4 Sponsor Technical Representative. Shelly Krueger ("Sponsor Technical Representative")
is Sponsor's principal representative regarding technical matters. Sponsor may change
its Sponsor Technical Representative upon reasonable written notice to University.
1.5 Consultation. The Sponsor Technical Representative may consult with the Principal
Investigator regarding the Project. University shall have sole discretion on access to work
in University facilities but shall make such work available to Sponsor on a reasonable basis
Page 1 of 17
at a time and manner determined by the Principal Investigator.
SECTION 2— BUDGET& PAYMENTS
2.1 Total Funding. Sponsor shall fund a maximum amount of eleven thousand, five hundred
thirty-eight Dollars ($11,538) for the fixed price Project, paid in accordance with Section
2.2.
2.2 Payments.
Sponsor shall pay University a lump sum payment of$11,538 upon signing.
Payments are due within thirty (30) days from receipt of invoice. Sponsor shall pay
interest to University on balances unpaid longer than thirty (30) days at a rate of twelve
percent (12%) per annum. Sponsor shall pay University for all costs of collecting unpaid
balances, including any third-party collection fees, attorney's fees and court costs the
University may incur to collect outstanding balances.
2.3 Billing Addresses.
University shall send invoices to: Shelly Krueger
1100 Simonton St., Suite 2-260
Key West, FL 33040
Sponsor shall remit payments to: University of Florida
Revenue Team, Contracts & Grants Accounting
33 Tigert Hall
PO Box 113001
Gainesville, FL 32611
e-mail:.c.Air�y�'..n.u:.�'...�.. .. ..!�..iiir ...u:l....�'. :.!u.
phone: 352-392-1235
Sponsor shall include University Agreement number (AGR00021297) on each payment.
SECTION 3—CONFIDENTIAL INFORMATION
3.1 Confidential Information.
(a) Definition. "Confidential Information" means any and all non-public information
owned or controlled by one Party ("Disclosing Party") disclosed to the other ("Receiving
Party") in connection with the Project that is specifically marked as confidential at the
time of disclosure or if not able to be marked, identified as confidential and followed up
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in writing to document its confidentiality as soon as possible but no more than fifteen (15)
days after disclosure.
(b) Obligations. The Receiving Party shall use the Confidential Information solely for
the performance of the Project and for no other purpose and may disclose Confidential
Information only to its directors, officers, employees, and agents who need to know the
Confidential Information for the performance of the Project. The obligations of the
Receiving Party under this Agreement will survive termination or expiration and continue
for three (3) years after disclosure of Confidential Information. University may refuse to
accept any Confidential Information offered by Sponsor.
(c) Exceptions. The obligations of Subsection 3.1(b) do not apply to information that
is (i) publicly available; (ii) independently known, developed, or discovered without use
of Confidential Information; (iii) made available by a third party without a known
obligation of confidentiality to the Disclosing Party; or (iv) required to be disclosed to
comply with a law, regulation, or court or administrative order provided that the
Receiving Party uses reasonable efforts to provide prior written notice to the Disclosing
Pa rty.
(d) Return. Upon expiration or termination of this Agreement or at the request of the
Disclosing Party, the Receiving Party shall return all originals and copies of Confidential
Information in its possession or control, except that the Receiving Party may retain one
(1) copy of the Confidential Information for the purpose of monitoring its obligations
under this Agreement and such additional copies of or any computer records or files
containing such Confidential Information that have been created solely by the Receiving
Party's automatic archiving and back-up procedures, to the extent created and retained
in a manner consistent with the Receiving Party's standard archiving and back-up
procedures, but not for any other use or purpose.
SECTION 4— RESULTS AND DATA
"Research Results" means data and technical information that are recorded in
performance of the Project. Research Results are expressly excluded from the definitions
of Inventions and Project Materials in Section 6.1. University shall own all right, title and
interest in and to any and all Research Results developed from and arising out of the
Project.
SECTION 5—DELIVERABLES AND PUBLICATIONS
5.1 Deliverables. The Principal Investigator shall deliver the following to the Sponsor
Technical Representative. Subject to the provisions of Section 5.2, Section 6 and Section
7, University grants Sponsor an irrevocable, non-exclusive right to use, disclose,
reproduce, distribute, and prepare derivative works from Deliverables.
Page 3 of 17
Deliverable Due Date
Final Report June 30, 2022
5.2 Publications. University reserves the right to make or allow to be made scholarly
disclosures of the findings of the Project, including but not limited to, publication in
scholarly journals, presentations at academic and other conferences, disclosures to
University and non-University scholars, and disclosures in grant and funding applications.
University will not disclose any Sponsor Confidential Information and will provide an
appropriate acknowledgement of Sponsor's support or other role in the Project.
SECTION 6-- PROJECT INTELLECTUAL PROPERTY
6.1 Definitions.
(a) "Inventions" means any inventions or discoveries conceived under this
Agreement; the term conceived shall be construed in accordance with its meaning under
U.S. patent law.
(b) "Project Materials" means tangible materials, any associated know-how, and any
progeny and substances thereof that constitute an unmodified functional subunit or
product expressed by the original material that are generated by the University under this
Agreement.
6.2 Background Intellectual Property. Neither Party transfers to the other Party by operation
of this Agreement any patent right, copyright, or other tangible or intangible proprietary
right existing as of the Effective Date or developed outside the scope of this Agreement
and nothing in this Agreement shall be construed by implication, estoppel or otherwise
anything to the contrary, including as a license thereunder.
6.3 Ownership. Inventions conceived by the University shall be owned by University.
Inventions conceived by the Sponsor shall be owned by Sponsor. Inventions conceived
jointly by University and Sponsor shall bejointly owned by University and Sponsor. Project
Materials shall be owned by University.
6.4 Disclosure. University shall provide Sponsor with written disclosure of any Invention or
Project Materials promptly after it is disclosed to OF Innovate. Sponsor shall provide OF
Innovate with a written disclosure of any Inventions disclosed to Sponsor. Each Party shall
retain all disclosures submitted by the other Party as Confidential Information of the
Disclosing Party, subject to any rights as owner of the Receiving Party.
Page 4 of 17
6.5 Option Rights. University grants Sponsor a first right to negotiate a worldwide, royalty-
bearing, exclusive license to University's rights in Inventions and a nonexclusive license to
University's rights in Project Materials (the "Option Right"). Sponsor's Option right
commences when University submits a disclosure pursuant to Section 6.4 and expires
ninety(90)days after such disclosure ("Option Period"). Sponsor may exercise the Option
Right by written notice to OF Innovate during the Option Period. If Sponsor exercises the
Option Right, OF Innovate and Sponsor shall negotiate a license agreement in good faith
for a period not to exceed six(6) months after Sponsor's exercise of the Option Right. The
terms of the license agreement will be based on fair market value, and among other
customary terms, will obligate Sponsor to diligently develop the Invention for practical
application. Unless an extension has been mutually agreed to, at the end of the Option
Period or, if the Option Right is exercised, the six-month negotiation period, University
shall have no further obligation to Sponsor with regard to that Invention or Project
Materials and is free to license its rights therein to any third party.
6.6 Patent Rights. At the request of Sponsor during the Option Period, University will prepare
and file a patent application for an Invention using patent counsel selected by University
and reasonably acceptable to Sponsor. Sponsor shall reimburse University within thirty
(30) days of invoice for all reasonable patent-related expenses incurred during the Option
Period and, if the Option Right is exercised, the negotiation period. University shall
provide Sponsor with reasonable opportunity to review and comment on the draft patent
application, which shall be Confidential Information of University. If Sponsor declines to
support a patent application, fails to respond within the Option Period or decides to
discontinue the financial support of the patent applications, University may file or
continue prosecution at University's sole expense with no further obligation to Sponsor.
6.7 Copyrightable Works. University or its employees own any copyrighted or copyrightable
works that are created by University employees in the performance of the Project.
6.8 If any Invention has also been funded by the federal government, a non-profit
organization or state or local agency, this Agreement and the grant of any rights in that
Invention is are subject to the terms that attach to such funding, including, in the case of
the federal government, as set forth in 35 U.S.C. §§ 201, 37 C.F.R. Part 401. If any term
of this Agreement fails to conform to applicable law, regulations, or agreements, the
relevant term of this Agreement is invalid and the Parties shall modify the term in
accordance with Section 11.4 of this Agreement to comply therewith.
SECTION 7- PUBLICITY
Neither Party shall use the other's name, crest, logo, trademark or registered image
without the express written permission of that Party. In the case of University, consent
must be provided by its Office of Strategic Communications and Marketing.
Notwithstanding the foregoing, either Party may make factual statements about the
existence of this Agreement without prior approval, including the amount of the funding
Page 5 of 17
and a description of the Project, including in order to comply with (i) governmental
disclosure obligations or (ii) Sponsor's reporting policies.
SECTION 8—WARRANTY DISCLAIMER; LIABILITY; INSURANCE
8.1 UNIVERSITY MAKES NO EXPRESS WARRANTIES AND DISCLAIMS ANY IMPLIED
WARRANTIES, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
AS TO ANY MATTER RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO,
THE PERFORMANCE OR RESULTS OF THE PROJECT; THE AVAILABILITY OF LEGAL
PROTECTION FOR REPORTS, RESEARCH RESULTS, INVENTIONS, OR ANY OTHER WORK
PRODUCT OF THE PROJECT; OR THE VALIDITY OR ENFORCEABILITY OF ANY INTELLECTUAL
PROPERTY PROTECTION THAT MAY BE OBTAINED PURSUANT TO THIS AGREEMENT.
UNIVERSITY MAKES NO ASSURANCES THAT THE USE OF, INCLUDING BUT NOT LIMITED
TO, REPORTS, RESEARCH RESULTS, OR INVENTIONS WILL NOT INFRINGE ANY PATENT
RIGHTS OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY.
8.2 Each Party will bear its respective risks and liabilities incurred by it as a result of its
obligations and efforts under this Agreement and shall not be liable for the acts of third
parties or the consequences of the acts of third parties. Notwithstanding anything herein
to the contrary, nothing in this Agreement constitutes consent by the State of Florida or
its agents and agencies to be sued or a waiver of sovereign immunity of the State of
Florida beyond the limited waiver provided in Section 768.28 Florida Statutes.
8.3 Insurance. University, as a public body corporate entity, warrants and represents that it
is self-funded for liability insurance, with said protection being applicable to officers,
employees, servants and agents while acting within the scope of their employment by
University, and will provide its Certificate of Insurance upon request.
SECTION 9-TERMINATION
9.1 Termination. Either Party may terminate this Agreement without cause upon sixty (60)
days' prior written notice to the other.
9.2 Termination for Breach. If either Party commits a material breach of this Agreement and
fails to remedy that breach within sixty (60) days after receipt of written notice from the
other Party, the Party giving notice may terminate this Agreement by written notice to
the other Party, effective upon receipt. Material breach includes but is not limited to
failure to provide any resources such as payment of any amounts due under this
Agreement.
9.3 Surviving Terms. Expiration or termination of this Agreement by either Party without
cause under Section 9.1 does not affect the rights and obligations of the Parties that
accrued prior to the effective date of termination. Sponsor's rights in Section 6 do not
Page 6 of 17
survive termination for material breach by Sponsor and any licenses or options granted
in Section 6 shall be null and void.
9.4 Payments on Termination. Upon early termination of this Agreement by either Party for
any reason, University will cease further obligation of funds and will take all reasonable
steps to cancel or otherwise reduce outstanding obligations. Sponsor will pay University
for costs incurred up to the date of termination and any non-cancellable expenses
obligated on or before the date of termination.
SECTION 10- NOTICES
The Parties shall provide all notices for this Agreement to the Administrative contact with
a copy to the Technical Matters contact. All notices shall be provided in writing by email,
recognized national overnight courier or registered or certified mail, postage prepaid,
return receipt requested, to the following addresses:
If to Sponsor: If to University:
County Administrator
1100 Simonton St., Suite 2-205 Administrative:
Key West, Florida 33040
Division of Sponsored Programs
Administrative: University of Florida
County Administrator 207 Grinter Hall
1100 Simonton St., Suite 2-205 Gainesville, FL 32611-5500
Key West, Florida 33040 (352) 392-9267
Technical Matters:
Shelly Krueger Technical Matters:
1100 Simonton St., Suite 2-260
Key West, Florida 33040 Dr. Ashley Smyth
TREC
18905 SW 280TH ST
HOMESTEAD, FL, 33031-3314
(786) 217-9291
ashley.smyth@ufl.edu
Intellectual Property Disclosure/Notices:
t,e,c lh,Il„II,ce.n J„i.n„A„ „irk„ ', lh,,,,u, ll, ', ,„u..
Office of Strategic Communications and
Marketing:
Dews ufll.edu
Page 7 of 17
SECTION 11-- MISCELLANEOUS
11.1 Independent Contractor. University and Sponsor are independent contractors. Neither
Party may act as agent for the other or enter into any contract, warranty, or
representation on behalf of the other. Neither Party is bound by the acts or conduct of
the other.
11.2 Governing Law. This Agreement is governed and construed in accordance with the laws
of the State of Florida. The Parties shall bring any action in connection with this
Agreement in courts of competent jurisdiction in Monroe County, Florida.
11.3 Assignment. Neither Party may assign this Agreement voluntarily, by operation of law, or
through change of control without the prior written consent of the other,which the Party
may not unreasonably withhold or delay. This Agreement is binding upon and inures to
the benefit of the Parties and their permitted successors and assigns.
11.4 Agreement Modification or Amendment. The Parties may only modify or amend this
Agreement by a written instrument signed by both Parties. Any waiver of rights or failure
to act in a specific instance relates only to that instance and is not an agreement to waive
any rights or fail to act in any other instance. A purchase order may only be used for
billing purposes. No other terms of this Agreement may be modified by terms included
in a purchase order. The terms and conditions of such a purchase order do not apply, and
such terms or conditions in a purchase order are null and void.
11.5 Force Maieure. Neither Party is responsible for delays in fulfilling or performing any term
of this Agreement (except for any obligations to make payments to the other Party
hereunder) resulting from causes reasonably beyond its control, including fire, explosion,
flood, tropical storm, hurricane, war, strike, pandemic or riot, provided that the
nonperforming Party uses reasonable efforts to avoid or remove causes of
nonperformance and continues performance under this Agreement with reasonable
dispatch after the causes are removed.
11.6 Export Controls. Both Parties acknowledge that this Agreement and the performance
thereof are subject to compliance with any and all applicable United States laws,
regulations, or orders, including but not limited to the International Traffic in Arms
Regulations (ITAR), 22 CFR Parts 120 through 130, and the Export Administration
Regulations (EAR), 15 CFR Parts 730 through 799, and all embargoes and/or other
restrictions imposed by the Treasury Department's Office of Foreign Asset Controls
(OFAC), as amended. Both parties further agree that if the export laws are applicable, it
will not disclose or re-export any technical data/materials received under this Agreement
to any countries for which the United States government requires an export license or
other supporting documentation at the time of export or transfer, unless the Parties have
obtained prior written authorization from the appropriate U.S. government
agency. Should Sponsor intend to disclose export controlled technology or items to
Page 8 of 17
University, Sponsor will disclose the United States Munitions List (USML) Category or
Export Control Classification Number(ECCN), as appropriate,to University Administrative
Contact (identified in Section 10) prior to disclosure. University reserves the right to
decline receipt of export controlled technology or items.
11.7 Dispute Resolution. The Parties shall attempt to cooperatively resolve any and all
disputes and/or claims that arise under this Agreement by first engaging appropriate
administrative officials of each Party who shall negotiate in good faith to seek a
cooperative resolution. For any dispute related to this Agreement that the Parties cannot
resolve by mutual agreement,the Parties must submit to formal mediation in Gainesville,
Florida, or other mutually agreed upon dispute resolution options failing which either
Party may pursue any remedies legally available.
11.8 Severability. If any provision of this Agreement is held invalid or unenforceable for any
reason, the invalidity or unenforceability does not affect any other provision of this
Agreement, and the Parties shall negotiate in good faith to modify the Agreement to
preserve, to the extent possible, their original intent.
11.9 Entire Agreement. This Agreement constitutes the entire agreement between the Parties
with respect to its subject matter and supersedes all prior agreements or understandings
between the Parties relating to its subject matter.
11.10 Counterparts and Execution. The Parties may execute this Agreement in one or more
counterparts, each of which is an original, and all of which together are the same
instrument. Delivery of a signed Agreement by reliable electronic means, including email,
shall be an effective method of delivering the executed Agreement. This Agreement may
be stored by electronic means and either an original or an electronically stored copy of
this Agreement can be used for all purposes, including in any proceeding to enforce the
rights and/or obligations of the parties to this Agreement.
11.11 Headings. Headings are for convenience and do not affect the meaning of any provision
of this Agreement.
11.12 Order of Precedence. In the event of any inconsistencies between the provisions set forth
by this Agreement, the inconsistency shall be resolved by giving precedence in the
following order (1) this Agreement, (2) Appendix B, (3) Appendix A.
[Signatures to follow on next page]
Page 9 of 17
IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed by their duly
authorized representatives.
THE UNIVERSITY OF FLORIDA
BOARD OF TRUSTEES
(' ,
b �y � saa„,9.ae.n,..ee,
By: o. . ,.09::.oboe woo
Name: Elizabeth Keeter
✓ Title: Assistant Director, OF Research
(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest:g EVIN MADOK, CLERK OF MONROE CO • D '
efEettrite
By: / -- t 110 RC By: iiii � �' I
As Deputy Clerk Mayor �/ /}
Date: DI.. i 0' 3VM Date: Dt if 0 1
I acknowledge the Agreement and agree to be bound by its terms.
Digitally signed by
in p,,, ti-, Ashley Smyth
0 C Date:2021.07.06
11:20:49-04'00'
Dr.Ashley Smyth
Principal Investigator
Page 10 of 17
.fi t,R00071.19
APPENDIX A
PROJECT
Title: Monroe County Sponge Nutrient Flux Experiment
Statement of Work:
The overall objective of this work is to quantify the role of loggerhead and sheepswool sponges
in modulating water quality by measuring fluxes and transformation of nitrogen.
Task 1: Sample Collection and Equipment Use
Smyth will travel from the Tropical Research and Education Center in Homestead, FL to Key
West, FL with equipment needed necessary for the flux assays including batteries, specialized
chambers and tops, tubing, etc.
Task 2: Dissolved Gas and Nutrient Fluxes
In Year 1, Smyth will conduct one flux assay to measure denitrification rates and nutrient
transformations with sponges. Flux assays will consist of placing sponges in gas tight microcosm
and monitoring changing in dissolved solutes overtime.The flux assay will consist of 4 replicates
of each sponge and two blanks without sponges to serve as a water blank control for a total of
10 chambers. Each chamber will be sampled 6 times over the course of the incubation to
calculate a flux. Two additional samples will be collected from the replacement water at each
sampling to correct for dilution. A total of 72 samples (60 from chambers, 12 from replacement
water) will be collected. Samples will be analyzed for dissolved gasses (N2, 02, Ar) using
membrane inlet mass spectrometry (MIMS) and dissolved nutrients including nitrate and
ammonium using high-resolution digital colorimetry on a SEAL nutrient Auto-Analyzer. The
detection limits for these analyses are 0.04 µM ammonium, 0.007 µM for nitrate (as combined
nitrate/nitrite) and 0.01 µM for phosphate. Fluxes will be calculated based on the change in
concentration over time of the different analytes for each chamber, corrected for dilution with
the replacement water.
Outputs include: Rates of denitrification in (µM N-1\12), oxygen demand in (µM 02), fluxes of
nitrate (µM N-NOx), ammonium (µM N-NH4) and phosphate (µmol P-1304) associated with
sponges (in units of mass per gram sponge per time).
Page 11 of 17
APPENDIX B
FLOW-DOWN TERMS
University shall comply with all applicable federal grant requirements including the following:
(applicable federal grant requirements can be found at https://www.epa.gov/grants/epa-
general-terms-and-conditions-effective-november-12-2020-or-later);
1. Title VI of the Civil Rights Act and other Federal statutes and regulations prohibiting
discrimination in Federal financial assistance programs, as applicable.
The parties 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. The parties agrees to comply with all Federal
and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These
include but are not limited to: 1) Title VII 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; 11)Any other nondiscrimination provisions in any Federal or state statutes
which may apply to the parties to, or the subject matter of, this Agreement.
2. During the performance of this Agreement, the University, 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 41C.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:
a)The University will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The
Page 12 of 17
University 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 University 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.
b)The University will, in all solicitations or advertisements for employees placed by or on
behalf of the University, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, sexual orientation, gender identity, or
national origin.
c) The University 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
University's legal duty to furnish information.
d)The University 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
University'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.
e) The University 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.
f) The University 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.
g) In the event of the University'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 University may be declared ineligible for
Page 13 of 17
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.
h) The University will include the portion of the sentence immediately preceding
paragraph (a) and the provisions of paragraphs (a) through (g) 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 University 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 the University becomes involved in, or is threatened with, litigation with a
subcontractor or vendor as a result of such direction by the administering agency the University
may request the United States to enter into such litigation to protect the interests of the United
States.
3. Reporting Subawards and Executive Compensation under Federal Funding Accountability and
Transparency Act (FFATA) set forth in General Condition of the pass-through entity's agreement
with EPA entitled "Reporting Subawards and Executive Compensation."
4. Limitations on individual consultant fees as set forth in General Condition 2 CFR 1500.9 and
the General Condition of the pass-through entity's agreement with EPA entitled "Consultant Fee
Ca p."
5. EPA's prohibition on paying management fees as set forth in General Condition of the pass-
through entity's agreement with EPA entitled "Management Fees."
6. The Procurement Standards in 2 CFR Part 200 including those requiring competition when the
subrecipient acquires goods and services from contractors (including consultants).
7. Electronic and Information Technology Accessibility: Recipients and subrecipients are subject
to the program accessibility provisions of Section 504 of the Rehabilitation Act, codified in 40 CFR
Part 7, which includes an obligation to provide individuals with disabilities reasonable
accommodations and an equal and effective opportunity to benefit from or participate in a
program, including those offered through electronic and information technology ("EIT"). In
compliance with Section 504, EIT systems or products funded by this award must be designed to
meet the diverse needs of users (e.g., U.S. public, recipient personnel) without barriers or
diminished function or quality. Systems shall include usability features or functions that
accommodate the needs of persons with disabilities, including those who use assistive
technology. At this time, the EPA will consider a recipient's websites, interactive tools, and other
EIT as being in compliance with Section 504 if such technologies meet standards established
under Section 508 of the Rehabilitation Act, codified at 36 CFR Part 1194. While Section 508 does
not apply directly to grant recipients, we encourage recipients to follow either the 508 guidelines
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or other comparable guidelines that concern accessibility to EIT for individuals with disabilities.
Recipients may wish to consult the latest Section 508 guidelines issued by the US Access Board
or W3C's Web Content Accessibility Guidelines (WCAG) 2.0 (see http://www.access-
board.gov/sec508/guide/index.htm).
8. As required by 2 CFR 200.216, EPA recipients and subrecipients, including borrowers under
EPA funded revolving loan fund programs, are prohibited from obligating or expending loan or
grant funds to procure or obtain; extend or renew a contract to procure or obtain; or enter into
a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems
that use covered telecommunications equipment or services as a substantial or essential
component of any system, or as critical technology as part of any system. As described in Public
Law 115-232, section 889, covered telecommunications equipment is telecommunications
equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or
affiliate of such entities). Recipients, subrecipients, and borrowers also may not use EPA funds to
purchase:
a. For the purpose of public safety, security of government facilities, physical security
surveillance of critical infrastructure,and other national security purposes,video surveillance and
telecommunications equipment produced by Hytera Communications Corporation, Hangzhou
Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or
affiliate of such entities).
b. Telecommunications or video surveillance services provided by such entities or using
such equipment.
c.Telecommunications or video surveillance equipment or services produced or provided
by an entity that the Secretary of Defense, in consultation with the Director of the National
Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an
entity owned or controlled by, or otherwise connected to, the government of a covered foreign
country.
Consistent with 2 CFR 200.471, costs incurred for telecommunications and video
surveillance services or equipment such as phones, internet,video surveillance,and cloud servers
are allowable except for the following circumstances:
a. Obligating or expending EPA funds for covered telecommunications and video
surveillance services or equipment or services as described in 2 CFR 200.216 to:
(1) Procure or obtain, extend or renew a contract to procure or obtain;
(2) Enter into a contract (or extend or renew a contract) to procure; or
(3) Obtain the equipment, services, or systems.
Certain prohibited equipment, systems, or services, including equipment, systems, or services
produced or provided by entities identified in section 889, are recorded in the System for Award
Management exclusion list.
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9. 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 Under Government Grants, Contracts and Cooperative Agreements," and
any implementing regulations issued by the awarding agency.
10. Clean Air Act (42 U.S.C. 7401-7671g.) and the Federal Water Pollution Control Act (33 U.S.C.
1251-1387). University agrees to comply with all applicable standards, orders or regulations
issued pursuant to the Clean Air Act (42 U.S.C. §§7401-7671q) 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-
7671q.) 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.
11. 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.
12. Compliance with Procurement of recovered materials as set forth in 2 CFR § 200.322.
University 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.
13. Domestic preference for procurements as set forth in 2 CFR §200.322 The COUNTY and
University should, to the greatest extent practicable, provide a preference for the purchase,
acquisition, or use of goods, products, or materials produced in the United States (including but
not limited to iron, aluminum, steel, cement, and other manufactured products). These
requirements of this section must be included in all subawards including contracts and purchase
orders for work or products under federal award. For purposes of this section:
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(a) "Produced in the United States" means, for iron and steel products, that all
manufacturing processes, from the initial melting stage through the application of coatings,
occurred in the United States.
(b) "Manufactured products" means items and construction materials composed in whole
or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as
polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
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