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Item N07 N7 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor Craig Cates,District 1 The Florida Keys Mayor Pro Tern Holly Merrill Raschein,District 5 Michelle Lincoln,District 2 James K.Scholl,District 3 m' David Rice,District 4 Board of County Commissioners Meeting September 20, 2023 Agenda Item Number: N7 2023-1503 BULK ITEM: Yes DEPARTMENT: Administration TIME APPROXIMATE: STAFF CONTACT: Kevin Wilson NO AGENDA ITEM WORDING: Approval of a grant agreement with the Florida Fish and Wildlife Conservation Commission ("FWC") in the amount of $10 million to establish an artificial reef program to plan, construct, monitor, and maintain artificial reef habitat(s) in Monroe County. Authorization for the Mayor to execute the agreement once the final version is received from FWC and reviewed as to form by the County Attorney. ITEM BACKGROUND: During the 2023 legislative session, the Legislature approved and the governor subsequently signed the FY24 state budget including budget line item 1961 in the amount of $10 million with the following proviso language, "From the funds in Specific Appropriation 1961, $10,000,000 in non-recurring funds from the General Revenue Fund is provided to the Fish and Wildlife Conservation Commission for the purpose of establishing and implementing a framework for the placement, monitoring, and maintenance of artificial habitat in Monroe County." The current draft version of the grant agreement is attached as backup. FWC and County staff have agreed on the Scope of Work and wording of the grant agreement. The agreement must be reviewed and approved by FWC legal and Finance. No substantive changes are expected from this state review. Staff requests BOCC approval for the Mayor to sign the agreement after staff and County Attorney review any revisions by state staff and confirm that no substantive changes have been made. This will allow a faster start to developing the artificial reef program. PREVIOUS RELEVANT BOCC ACTION: NONE CONTRACT/AGREEMENT CHANGES: 3369 N/A STAFF RECOMMENDATION: Approval. DOCUMENTATION: FWC-23132—Grant Agreement—ForCountySignature(2023-09-12 Draft) [With Stamp-and-Sig. for Legal Sufficiency].pdf FINANCIAL IMPACT: N/A 3370 September 12, 2023 Kevin Wilson, Assistant County Administrator Monroe County 11000 Simonton St., Suite 205 Key West, FL 33040 f I Florida Fish RE: Grant Agreement FWC-23132 l and Wildlife Monroe County Artificial Reef Construction 2023-24 Conservation Corriniissiorl Dear Mr. Wilson: Corrrrnissii.)tie i's Rodney Barreto Please find enclosed a digital copy of the above referenced Grant Agreement for your Chairman Coral Gables review. Please sign the signature page (Page 29 of 29) of the agreement, as well as Steven Hudson the Executive Order 20-44 Attestation Form (Attachment F). Once complete, please Vice Chairman return all documents to me by courier service at the following address, or digitally via Fort Lauderdale email: Preston Farrior Tampa Keith Mille Gary Lester Oxford FWC Division of Marine Fisheries Management Albert Maury 1875 Orange Ave. East Coral Gables Tallahassee, Florida 32311 Gary Nicklaus keith.mille@myfwc.com Jupiter Sonya Rood Upon execution of the Grant Agreement by the Florida Fish and Wildlife Conservation St.Augustine Commission, an original, signed copy will be returned for your file. Office of the Executive Director All work must be completed no later than December 31, 2028. The funds are from the Roger A.Young Executive Director 2023-24 fiscal year appropriation to the Commission's artificial reef program. If you have Jessica Crawford any questions regarding the Grant Agreement, please contact me at (850) 617-9633 or Chief of Staff by email at keith.mille@myfwc.com. Division of Nl:::irine Fisheries Management Jessica McCawley Sincerely, Director 850-487-0554 Managing fish and wildlife resources for their long-term Ith Mille, Biological Administrator well-being and the benefit of people. Artificial Reef Program Division of Marine Fisheries Management 620 South Meridian Street Tallahassee,Florida 32399-1600 Voice:850-488-4676 Hearing/speech-impaired: 800-955-8771(T) 800 955-8770(V) MyFWC.com 3371 RECIPIENT/SUBRECIPIENT AGREEMENT STATE OF FLORIDA FLORIDA FISH AND WILDLIFE CONSERVATION COMMISSION FWC Agreement 23132 Federal Grant Information CFDA Title(s): N/A N/A Name of Federal Agency(s):N/A Federal Award No(s):N/A Federal Award Year(s): N/A Federal Award Name(s): N/A State Grant Information CSFA Title(s).: Florida Artificial Reef Program CSFA No(s).: 77-007 State Award No(s).: FWC-23132 State Award Year(s): 2023-2024 State Award Name(s): Monroe County Artificial Reef Construction 2023-2024'" This Agreement is entered into by and between the Florida Fish and Wildlife Conservation Commission,whose address is 620 South Meridian Street,Tallahassee, Florida 32399-1600,hereafter"Commission"or"FWC,"and Monroe County Board of County Commissioners, FEID 459-6000749,whose address is 1100 Simonton St. Key West, FL 33040,the Recipient/Subrecipient,hereipafter"Recipient", collectively, "Parties". INTRODUCTORY CLAUSES WHEREAS, Commission and Recipient intend to partner together to develop an artificial reef program to plan, construct, monitor, and maintain artificial reef habitats in Monroe County, WHEREAS, such benefits are for the ultimate good of the State of Florida, its resources,wildlife, and public welfare. TERMS OF THE AGREEMENT The Commission and the Recipient,for the considerations stated in this Agreement, agree as follows: Section 1. PROJECT DESCRIPTION. The Recipient shall provide the services and perform the specific responsibilities and obligations, as set forth in the Scope of Work, attached hereto as Attachment A,which specifically identifies project tasks and accompanying deliverables. These deliverables must be submitted and approved by the Commission prior to any payment. The Commission will not accept any deliverable that does not comply with the specified required minimum level of 3372 FWC Agreement No. 23132 service to be performed and the criteria for evaluating the successful completion of each deliverable. If this Agreement is the result of Recipient responses to the Commission's request for competitive or other grant proposals,the Recipient's response is hereby incorporated by reference. Section 2. PERFORMANCE. The Recipient shall perform the activities described in Attachment A in a proper and satisfactory manner. Unless otherwise provided for in Attachment A, any and all equipment,products or materials necessary or appropriate to perform under this Agreement shall be supplied by the Recipient. The Recipient shall obtain all necessary local, state, and federal authorizations necessary to complete this project,and the Recipient shall be licensed as necessary to perform under this Agreement as may be required by law, rule, or regulation;the Recipient shall provide evidence of such compliance to the Commission upon request. The Recipient shall procure all supplies and pay all charges, fees,taxes and incidentals that may be required for;the completion of this Agreement, By acceptance of this Agreement,the Recipient warrants that it has the capability in all respects to fully perform the requirements and the integrity and reliability that will assure good-faith performance as a responsible Recipient. The Recipient shall immediately notify the Commission's Grant Manager in writing if its ability to perform under the Agreement is compromised in any manner during the term of the Agreement.The Commission shall take appropriate action, including potential termination of this Agreement, in the event the Recipient's ability to perform under this Agreement becomes compromised. Section 3. AGREEMENT PERIOD. A. Agreement Period and Commission's Limited Obligation to Fay. The Agreement shall be effective upon execution by the last Party to sign and shall remain in effect through 12/31/2028. However, if this Agreement is made pursuant to a grant award as authorized by Rule 68-1.003, F.A.C.,the referenced grant programs may execute"Agreements with a retroactive start date of no more than sixty (60) days,provided that approval is granted from the Executive Director or his/her designee and that it is in the best interest of the Commission and State to do so. For this Agreement,the retroactive start date was not approved. The Commission's Grant Manager shall confirm the specific start date of the Agreement by written notice to the Recipient. The Recipient shall not be eligible for reimbursement or compensation for grant activities performed prior to the start date of this Agreement nor after the end date of the Agreement. For this Agreement, preaward costs are not eligible for reimbursement. If necessary, by mutual agreement as evidenced in writing and lawfully executed by the Parties, an Amendment to this Agreement may be executed to lengthen the,Agreement period. B. Extension. The Commission may extend this Agreement upon agreement of both Parties through an Amendment, provided the funding source permits additional time prior to expiration of funding. Section 4. COMPENSATION AND PAYMENTS. A. Compensation. As consideration for the services rendered by the Recipient under the terms of this Agreement,the Commission shall pay the Recipient on a cost reimbursement basis in an amount not to exceed $10,000,000.00. Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 2 of 29 3373 FWC Agreement No. 23132 B. Payments. The Commission shall pay the Recipient for satisfactory performance of the tasks identified in Attachment A as evidenced by the completed deliverables, upon submission of invoices, accompanied by supporting documentation sufficient to justify invoiced expenses or fees, and after acceptance of services and deliverables in writing by the Commission's Grant Manager. Unless otherwise specified in Attachment A, invoices shall be due monthly, commencing from the start date of this Agreement. Invoices must be legible and must clearly reflect the Deliverables that were provided in accordance with the terms of the Agreement for the invoice period. Unless otherwise specified in Attachment A, a final invoice shall be submitted to the Commission no later than forty-five (45) days following the expiration date of this Agreement to assure the availability of funds for payment. Further, pursuant to Section 215.971(1,)(d),F.S.,the Commission may only pay the Recipient for allowable costs resulting from obligations incurred during the Agreement period. C. Invoices. Each invoice shall include the Commission Agreement Number and the Recipient's Federal Employer Identification (FEID)Number. Invoices, with supporting documentation, may be submitted electronically to the attention of the Commission's Grant Manager. If submitting herd copies, an original and two (2) copies of the invoice, plus all supporting documentation, shall be submitted. All bills for amounts due under this Agreement shall be submitted in detail sufficient for a proper pre-audit and post-audit thereof. Recipient acknowledges that the Commission's Grant Manager shall reject invoices lacking documentation necessary to justify invoiced expenses. D. Match If this Agreement is made pursuant to a grant award as authorized by Rule 68-1.003, F.A.C.,the Recipient is not required to contribute non-federal match towards this Agreement. If applicable, details regarding specific match requirements are included in Attachment A. E. State Obligation to Pay. The State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation and authorization to spend by the Legislature. The Parties hereto understand that this Agreement is not a commitment to future appropriations but is subject to appropriation and authority to spend provided by the Legislature. The Commission shall be the final authority as to the availability of funds for this Agreement, and as to what constitutes an "annual appropriation"of funds to complete this Agreement'. If such funds are not appropriated or available for the Agreement purpose, such event will not constitute a default on behalf of the Commission or the State. The Commission's Grant Manager shall notify the Recipient in writing at the earliest possible time if funds are not appropriated or available. F. Non-Competitive Procurement and Rate of Payment. Section 216.3475, F.S., requires that under non-competitive procurements, a Recipient may not receive a rate of payment in excess of the competitive prevailing rate for those services unless expressly authorized in the General Appropriations Act. If applicable, Recipient warrants, by execution of this Agreement,that the amount of non-competitive compensation provided in this Agreement is in compliance with Section 216.3475, F.S. G. Cost Reimbursement If the Compensation section indicates this is a cost reimbursement Agreement,the Recipient shall be paid on a cost reimbursement basis for all eligible Project costs upon the completion, submittal, and approval of Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 3 of 29 3374 FWC Agreement No. 23132 each deliverable identified in Attachment A. To be eligible for reimbursement, costs must follow the requirements of Section 215.971, F.S. and must also be in compliance with other laws, rules, and regulations applicable to expenditures of State funds, including, but not limited to,the Reference Guide for State Expenditures. Invoices submitted for cost reimbursement must be itemized by expenditure category as outlined in the approved Agreement budget.Additionally,the invoice must evidence the completion of all tasks required to be performed for the deliverable and must show that the Recipient met the minimum performance standards established in the Agreement. The Commission is required to maintain detailed supporting documentation and to make it available for audit purposes. By submission of the payment request,the Commission is certifying that the detailed documentation to support each item on the itemized invoice is on file at the agency and is available for audit. Documentation for each amount for which reimbursement is being claimed must indicate that the item has been paid. Check numbers may be provided in lieu of copies of actual checks, Each piece of documentation should clearly reflect the dates of service. Only expenditures for the categories in the approved Agreement budget may be reimbursed. These expenditures must be allowable(pursuant to law) and directly related to the services being provided. The Commission may require more detailed documentation as deemed appropriate to satisfy that the terms of the Agreement have been met. Listed below are types and examples of their supporting documentation: i. Salaries: Timesheets that support the hours worked on the project or activity must be kept.A payroll register or similar documentation should be submitted and maintained. The payroll register should show gross salary charges, fringe benefits, other deductions and net pay. If an individual for whom reimbursement is being claimed is paid by the hour, a document reflecting the hours worked times the rate of pay will be acceptable. ii. Tuition: If the Commission determines tuition, stipends, and/or waivers are allowable costs,the payments must result from obligations incurred during the specified Agreement period. Documentation must be provided to show compliance with 215.971, F.S. Examples include but are not limited to keeping timesheets/time and effort reports/logs that support the hours worked on the project or activity. If an individual for whom tuition, stipends and/or waivers are being claimed are paid by the hour,a document reflecting the hours worked times the rate of pay will be acceptable. iii, Fringe Benefits: Supported by invoices showing the amount paid on behalf of the employee (e.g., insurance premiums paid). If the Agreement specifically states that fringe benefits will be based on a specified percentage rather than the actual cost of fringe benefits,then the calculation for the fringe benefits amount must be shown. a. Exception: Governmental entities are not required to provide check numbers or copies of checks for fringe benefits. iv. Travel: To the extent the Commission determines travel is an allowable cost, reimbursement for travel must be in accordance with Section 112.061,Florida Statutes, which includes submission of the claim on the approved State travel voucher along with supporting receipts and invoices. V. Other Direct Costs: To the extent the Commission determines other direct costs are allowable, reimbursement will be made based on paid invoices/receipts and proof of payment processing (cancelled/processed checks and bank statements). Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 4 of 29 3375 FWC Agreement No. 23132 vi. In-House Charges: Charges which may be of an internal nature (e.g., postage, copies, etc.)may be reimbursed on a usage log which shows the units times the rate being charged. The rates must be reasonable. vii. Indirect Costs: To the extent the Commission determines that indirect costs are allowable, and the Agreement specifies that indirect costs will be paid based on a specified rate,then the calculation should be provided in the Agreement's budget breakdown. Indirect costs must be in the approved Agreement budget and the Recipient must be able to demonstrate that the costs are not duplicated elsewhere as direct costs.All indirect cost rates must be evaluated for reasonableness and for allowability and must be allocated consistently. For cost reimbursement Agreements with another State agency (including State universities): In lieu of the detailed documentation described above, alternative documentation may be submitted to substantiate the costs requested to be reimbursed. This alternative documentation may be in the form of FLAIR reports or other reports containing sufficient detail. H. Time Limits for Payment of Invoices. Payments shall be made in accordance with Sections 215.422 and,287.0585, F.S., which govern time limits for payment of invoices. Section 215.422, F.S. provides that agencies have five (5) working days to inspect and approve Deliverables, unless Attachment A specifies otherwise. If payment is not available within forty (40) days,measured from the latter of the date the invoice is received or the Deliverables are received, inspected and approved, a separate interest penalty set by the Department of Financial Services pursuant to Section 55.03(1), F.S., will be due and payable in addition to the invoice amount. Invoices returned to a Recipient due to preparation errors will result in a payment delay. Invoice payment requirements do not start until a properly completed,invoice is provided to the agency. I. Electronic Funds Transfer. Recipient agrees to enroll in Electronic Funds Transfer(EFT), offered by the State's Chief Financial Officer,within thirty (30) days of the date the last Party has signed this Agreement. Copies of the Authorization form and a sample blank enrollment letter can be found on the vendor instruction page at: https://www.mvfloiidacf .co /division/aa/vendors. Questions should be directed to the State of Florida's EFT Section at(850) 413-5517. Once enrolled, invoice payments will be made by EFT. J. Vendor Ombudsman. A Vendor Ombudsman, whose duties include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from a State agency, may be contacted at(850) 413-5516 or by calling the Chief Financial Officer's Hotline, (800) 342-2762. Section 5. RETURN OR RECOUPMENT OF FUNDS A. Unobligated Funds. Pursuant to Section 215.971(1)(d)-(e), F.S.,the Commission may only pay the Recipient for allowable costs resulting from obligations incurred during the Agreement period, and any balance of unobligated funds that has been advanced or paid must be refunded to the Commission.Any funds paid in excess of the amount to which the Recipient is entitled under the terms and conditions of the Agreement must be refunded to the Commission as well. Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 5 of 29 3376 FWC Agreement No. 23132 B. Overpayments to Recipient. Pursuant to Section 215.971(1)(f),F.S., any funds paid in excess of the amount to which the Recipient is entitled under the terms and conditions of the Agreement must be refunded to the Commission. In the event the Recipient or its independent auditor discovers that overpayment has been made,the Recipient shall repay said overpayment within forty (40) calendar days without prior notification from the Commission. In the event the Commission first discovers an overpayment has been made,the Commission will notify the Recipient in writing. Should repayment not be made in a timely manner,the Commission shall be entitled to charge interest at the lawful rate of interest established pursuant to Section 55.03(1) F.S., on the outstanding balance beginning forty (40) calendar days after the date of notification or discovery. Refunds should be sent to the Commission's Grant Manager and made payable to the "Florida Fish and Wildlife Conservation Commission." C. Additional Costs or Monetary Loss Resulting from Recipient Non-Compliance. If the Recipient's non-compliance with any provision of the Agreement results in additional cost or monetary loss to the Commission or the State of Florida to the extent allowed by Florida Law,the Commission can recoup that cost or loss from monies owed to the Recipient under this Agreement or any other agreement between Recipient and the Commission. In the event the discovery of this cost or loss arises when no monies are available under this Agreement or any other agreement between the Recipient and the Commission,the Recipient will repay such cost or loss in full to the Commission within thirty (30) days of the date of notice of the amount owed, unless the Commission agrees, in writing,to an alternative timeframe. If the Recipient is unable to repay any cost or loss to the Commission,the Commission shall utilize remedies available by law and may notify the State of Florida, Department of Financial Services, pursuant to Section 17.0415, F.S. Section 6. COMMISSION EXEMPT FROM TAXES,PROPERTY EXEMPT FROM LIEN. A. Commission Exempt from Taxes. The Recipient recognizes that the State of Florida, by virtue of its sovereignty, is not required to pay any taxes on the services or goods purchased under the terms of this Agreement. The Recipient is placed on notice that this exemption generally does not apply to nongovernmental entity recipients, subrecipients, contractors, or subcontractors.Any questions regarding this tax exemption should be addressed to the Commission's Grant Manager, B. Property Exempt from Lien. If the Agreement involves the improvement of real property titled to the State of Florida,then the following paragraph applies: The Recipient acknowledges that Property being improved is titled to the State of Florida and is not subject to lien of any kind for any reason. The Recipient shall include notice of such exemptions in any subcontracts and purchase orders issued hereunder. Section 7. MONITORING. The Commission's Grant Manager shall actively monitor the Recipient's performance and compliance with the terms of this Agreement. The Commission reserves the right for any Commission staff to make scheduled or unscheduled, announced or unannounced monitoring visits. Specific State and Federal monitoring terms and Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 6 of 29 3377 FWC Agreement No. 23132 conditions are found in the Requirements of the Federal and Florida Single Audit Acts,Attachment B. Monitoring terms, conditions, and schedules may be included in Attachment A. Section 8. TERMINATION. A. Commission Unilateral Termination. The Commission may unilaterally terminate this Agreement for convenience by providing the Recipient with thirty (30) calendar days of written notice of its intent to terminate. The Recipient shall not be entitled to recover any cancellation charges or lost profits. The Recipient may request termination of the Agreement for convenience. B. Termination—Fraud or Willful Misconduct. This Agreement shall terminate immediately in the event of fraud or willful misconduct. In the event of such termination,the Commission shall provide the Recipient with written notice of termination. C. Termination—Funds Unavailability. In the event funds to finance this Agreement become unavailable or if federal or state funds upon which this Agreement is dependent are withdrawn or redirected,the Commission may terminate this Agreement upon no less than twenty-four(24)hours'notice in writing to the Recipient. Said notice shall be delivered by certified mail, return receipt requested or in person with proof of delivery, The Commission shall be the final authority as to the availability of funds and will not reallocate funds appropriated for this Agreement to another program thus causing "lack of funds."In the event of termination of this Agreement under this provision,the Recipient will be compensated for any work!satisfactorily;completed and any non- cancellable obligations properly incurred prior to notification of termination. D. Termination—Other. The Commission may terminate this Contract if the Recipient fails to: 1.) comply with all terms and conditions of this Agreement; 2.)produce each deliverable within the time specified by the Agreement or extension; 3.)maintain adequate progress,thus endangering the performance of the Agreement; or, 4.) abide by any statutory, regulatory, or licensing requirement. The Commission shall give written notice to the Recipient of its intent to terminate the Agreement for cause. In the notice,the Commission shall provide an opportunity for the Recipient to correct the deficiency or provide a corrective action plan to correct the deficiency for the.Commission,;in its sole determination,to approve or disapprove. If no corrective action plan is submitted and approved,the Recipient shall cure the deficiencies cited by the Commission in its notice within fifteen (15) calendar days of receipt of such notice. If the Recipient does not cure the deficiencies to the Commission's satisfaction within the fifteen (15) calendar days, or within the time proscribed in an approved corrective action plan if one was provided,the Agreement will be terminated for cause.At that time,the Commission will send a second notice to the Recipient noting that this Agreement is being terminated for cause upon receipt of the notice and documenting the reasons this Agreement is being terminated. The Commission reserves the right in its sole discretion,to determine if the Recipient's deficiencies are legally excusable, or to extend the time to cure the deficiencies in writing. The Recipient's damages for termination for cause shall be limited to the cost of work actually performed and approved by the Commission. Section 287.1351, F.S., governs the procedure and consequences for default. The rights and remedies of the Commission in this clause are in addition to any other rights and remedies provided by law or under the Agreement. Recipient shall not be entitled to recover any cancellation charges. Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 7 of 29 3378 FWC Agreement No. 23132 E. Recipient Discontinuation of Activities upon Termination Notice. Upon receipt of notice of termination,the Recipient shall,unless the notice directs otherwise, immediately discontinue all activities authorized hereunder. Upon termination of this Agreement,the Recipient shall promptly render to the Commission all property belonging to the Commission. For the purposes of this section,property belonging to the Commission shall include,but shall not be limited to,all books and records kept on behalf of the Commission. Section 9. REMEDIES. A. Financial Consequences. In accordance with Sections 215.971(1)(a) & (b),F.S.,Attachment contains clearly established tasks in quantifiable units of deliverables that must be received and accepted in writing by the agency before payment. Each deliverable specifies the required minimum level of service to be performed and the criteria for evaluating the successful completion of each deliverable. If the Recipient fails to produce each deliverable within the time frame specified by Attachment A,the budget amount allocated for that deliverable will be reduced by ten percent(10%)from the Recipient's payment,unless otherwise modified by Attachment A. In addition,pursuant to Section 215.971(1)(c),the Commission shall apply any additional financial consequences as listed below or as identified in Attachment A. i. Temporarily withhold payments pending correction of the deficiency by the Contractor. ii. Reduction of payment if correction of deficiency is not made by the Contractor. iii. Disallow all or part of the cost of the activity or action not in compliance. iv. Wholly or partly suspend or terminate this agreement. V. Withhold future awards for the FWC projects. vi. Take other remedies that may be legally available. B. Cumulative Remedies. The rights and remedies of the Commission during the Agreement period are in addition to any other rights and remedies provided by law or under the Contract. Section 10. NOTICES AND CORRESPONDENCE. Any and all notices shall be delivered to the individuals identified below. In the event that either Party designates a different Grant Manager after the execution of this Agreement,the Party will provide written notice of the name, address,zip code,telephone, and email address of the newest Grant Manager, or an individual authorized to receive notice on behalf of that Party,to all other Parties as soon as possible,but not later than five (5)business days after the new Grant Manager has been named. Designating a new Grant Manager shall not require a formal Amendment to the Agreement. Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 8 of 29 3379 FWC Agreement No. 23132 COMMISSION GRANT MANAGER RECIPIENT GRANT MANAGER CONTACT CONTACT INFORMATION: INFORMATION: Keith Mille Kevin Wilson Biological Administrator II Assistant County Administrator Florida Fish and Wildlife Conservation Commission Monroe County 1875 Orange Ave East 11000 Simonton St., Suite 205 Tallahassee, FL 32311 Key West, FL 33040 (o) 850-617-9633, (m) 850-509-2974 (o) 305-453-8788, (m) 305-797-1547 Keith.Mille�MyFWC.com Wilson-Kevinn,Mop, ounty-FL.Gov Section 11. AMENDMENT. A. Waiver or Modification. No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and lawfully executed by the Parties. B. Change Orders. The Commission may, at any time,by written order,make a change to this Agreement. Such changes are subject to the mutual agreement of both Parties as evidenced in writing.Any change which causes an increase or decrease in the Recipient's cost or time shall require as Amendment. Minor changes, such as those updating a Party's contact information, maybe accomplished by a Modification. C. Renegotiation upon Change in Law or Regulations. The Parties agree to renegotiate this Agreement if federal and/or state revisions of any applicable laws or regulations make changes in the Agreement necessary. Section 12. PROPERTY RIGHTS, If this Agreement includes Federal funds,the provisions of Sections 200.310-200.316, Office of Management and Budget(OMB) Uniform Guidance (2 CFR 200), and any language addressing Federal rights, apply. A. Intellectual and Other Intangible Property. . Recipient's Preexisting Intellectual Property(Proprietary) Rights. Unless specifically addressed in Attachment A, intellectual and other intangible property rights to the Recipient's preexisting property will remain with the Recipient. ii. Proceeds Related to Intellectual Property Rights. Proceeds derived from the sale, licensing, marketing or other authorization related to any intellectual and other intangible property right created or otherwise developed by the Recipient under this Agreement for the Commission shall be handled in the manner specified by the applicable Florida State Statute and/or Federal program requirements. In. Commission Intellectual Property Rights.Where activities supported by this Agreement produce original writing, sound recordings,pictorial reproductions, drawings or other graphic representations and works of any similar nature,the Commission and the State of Florida have the unlimited, royalty-free,nonexclusive, irrevocable right to use, duplicate and disclose such materials in whole or Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 9 of 29 3380 FWC Agreement No. 23132 in part, in any manner,for any purpose whatsoever and to have others acting on behalf of the Commission to do so. If this Agreement is supported by Federal funds,the Federal awarding agency reserves a royalty-free,nonexclusive and irrevocable right to reproduce,publish, or otherwise use the work for federal purposes, and to authorize others to do so. B. Purchase or Improvement of Real Property. This Agreement is not for the purchase or improvement of real property,therefore,the following terms and conditions do not apply. i. Federal Funds.Any Federal funds provided for the purchase of or improvements to real property are subject to the Property Standards of Sections 200.310—200.316, and 200.329, OMB Uniform Guidance (2 CFR 200), as amended. ii. Title.If this Agreement is supported by state funds,the Recipient shall comply with Section 287.05805,F.S. This section requires the Recipient to grant a security interest in the property to the State of Florida,the type and details of which are provided for in Attachment A. Title to state-owned real property remains vested in the state. Title to federally;owned real property remains vested in the Federal government in accordance with the provisions of Section 200.312, OMB Uniform Guidance (2 CFR 200),as amended. iii. Use. Federally owned real property will be used for the originally authorized purpose as long as needed for that purpose in accordance with Section 200.311, OMB Uniform Guidance (2 CFR 200). State-owned real property will be used as provided in Attachment A. C. Non-Expendable Property. i. Non-Expendable Property Defined. For the requirements of this section of the Agreement, "non- expendable property"is the same as "property"as defined in Section 273.02, F.S. (equipment, fixtures, and other tangible personal property of a non-consumable and non-expendable nature,with a value or cost of$5,000.00 or more, and a normal expected life of one (1)year or more;hardback- covered bound books that are circulated to students or the general public,with a value or cost of $25.00 or more; and uncirculated hardback-covered bound books,with a value or cost of$250.00 or more). ii. Title to Non-Expendable Property.Title (ownership)to all non-expendable property acquired with funds from this Agreement shall be vested in the Commission and said property shall be transferred to the Commission upon completion or termination of the Agreement unless otherwise authorized in writing by the Commission or unless otherwise specifically provided for in Attachment A. D. Equipment and Supplies i. Title—Equipment. Title to equipment acquired under a Federal award will vest upon acquisition in the non-Federal entity in accordance with Sections 200.313 and 200.314, OMB Uniform Guidance (2 CFR 200). ii. Title—Supplies. Title to supplies will vest in the non-Federal entity upon acquisition. Unused supplies exceeding $5,000.00 in total aggregate value upon termination or completion of the project or program are subject to Section 200.314, OMB Uniform Guidance. iii. Use— Equipment. Equipment must be used by the non-Federal entity in the program or project for which it was acquired as long as needed. Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 10 of 29 3381 FWC Agreement No. 23132 Section 13. RELATIONSHIP OF THE PARTIES. A. Conflict of Interest. The Recipient covenants that it presently has no interest and shall not acquire any interest that would conflict in any manner or degree with the performance of services required. Each Party hereto covenants that there is no conflict of interest or any other prohibited relationship between the Recipient and the Commission. B. Recipient Training Qualifications. The Recipient agrees that all Recipient employees, subrecipients, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Recipient shall furnish a copy of technical certification or other proof of qualification. C. Commission Security. All employees, subrecipients, subcontractors, or agents performing work under the Agreement must comply with all security and administrative requirements of the Commission. The Commission may conduct, and the Recipient shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by the Recipient. The Commission may refuse access to, or require replacement of, any personnel for cause, including,but not limited to,technical or training qualifications, quality of work, change in security status, or non-compliance with the Commission's other requirements. Such refusal shall not relieve Recipient of its obligation to perform all work in compliance with the Agreement. The Commission, in coordination with the Recipient, may reject and bar from any facility for cause any of Recipient's employees, subcontractors,or agents. D. Commission Rights to Assign or Transfer. The Recipient agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to the Recipient. E. Commission Rights to Undertake or Award Supplemental Contracts. The Recipient agrees that the Commission may undertake or award supplemental agreements for work related to the Agreement.The Recipient and its subcontractors shall cooperate with such other Recipients and the Commission in all such cases. Section 14. SUBCONTRACTS. The Recipient is permitted to subcontract work under this Agreement,therefore,the following terms and conditions apply. A. Authority. The Recipient shall ensure, and provide assurances to the Commission upon request,that any subrecipient or subcontractor selected for work under this Agreement has the necessary qualifications and abilities to perform in accordance with the terms and conditions of this Agreement. The Recipient must provide the Commission with the names of any subrecipient or subcontractor considered for work under this Agreement; the Commission reserves the right to reject any subrecipient or subcontractor. The Recipient agrees to be responsible for all work performed and all expenses incurred with the project.Any subrecipient Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 11 of 29 3382 FWC Agreement No. 23132 or subcontract arrangements must be evidenced by a written document available to the Commission upon request. The Recipient further agrees that the Commission shall not be liable to any subrecipient or subcontractor for any expenses or liabilities incurred under the subrecipient agreement or subcontract. The Recipient, at its expense, will defend the Commission against such claims. The following provisions apply in addition to any terms and conditions included in Attachment A. B. Recipient Payments to Subcontractor or Subrecipient. If subcontracting is permitted pursuant to Paragraph A, above, Recipient agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from the Commission in accordance with Section 287.0585, F.S., unless otherwise stated in the agreement between the Recipient and subcontractor. Recipient's failure to pay its subcontractors within seven (7) working days will result in a penalty charged against the Recipient and paid to the subcontractor in the amount of one-half of one percent(0.50%) of the amount due per day from the expiration of the period allowed herein for payment, Such penalty shall be in addition to actual payments owed and shall not exceed fifteen percent(15%) of the outstanding balance due. If entering a subrecipient agreement is permitted pursuant to Paragraph A above, Recipient agrees to make payments to the subrecipient for satisfactory performance of the tasks/deliverables identified in the subrecipient agreement. Recipient shall pay subrecipient following the same procedures described in paragraph 4 of this Agreement upon submission of invoices for allowable expenses, accompanied by supporting documentation sufficient to justify invoiced expenses or fees, and after acceptance of services and deliverables in writing by the Recipient. C. Commission Right to Reject Subrecipient or Subcontractor Employees. The Commission shall retain the right to reject any of the Recipient's, subrecipient's or subcontractor's employees working or anticipated to work on this project,whose qualifications or performance, in the Commission's judgment, are insufficient. D. Subcontractor and Subrecipient Conflict of Interest. If subcontracting or entering a subrecipient agreement is permitted pursuant to Paragraph A above,the Recipient agrees to take such actions as may be necessary to ensure that each subcontractor or subrecipient covenants that it presently has no interest and shall not acquire any interest that would conflict in any manner or degree with the performance of services required. Each Party hereto covenants that there is no conflict of interest or any other prohibited relationship between the Recipient, as applicable subrecipient or subcontractor, and the Commission. Section 15. MANDATORY DISCLOSURE. These disclosures are required by State law, as indicated, and apply when this Agreement includes State funding; and by Federal law, as indicated, and apply when the Agreement includes a Federal award. A. Disclosure of Interested State Employees. This Agreement is subject to Chapter 112, F.S. Recipient shall provide the name of any officer, director, employee, or other agent who is affiliated with this project and an employee of the State of Florida. If the Agreement includes a Federal award,then the Agreement is also subject to Section 200.112, OMB Uniform Guidance (2 CFR 200). Recipient must disclose, in writing, any potential conflict of interest to the Commission in accordance with applicable Federal awarding agency policy. Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 12 of 29 3383 FWC Agreement No. 23132 B. Convicted Vendors. The Recipient hereby certifies that neither it,nor any person or affiliate of Recipient, has been convicted of a Public Entity Crime as defined in section 287.133, F.S.,nor placed on the convicted vendor list. Recipient shall have a continuing obligation to disclose, to the Commission, in writing,if it, its principals, recipient, subrecipient, contractor, or subcontractor, are on the convicted vendors list maintained by the Florida Department of Management Services pursuant to Section 287.133(3)(d), F.S. i. Convicted Vendor List. Pursuant to Subsection 287.133(2)(a),F.S., aperson or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not be awarded or perform work as a Recipient, 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, F.S., for Category Two for a period of thirty-six(36)months from the date of being placed on the convicted vendor list. The State of Florida, Department of Management Services, Division of State Purchasing provides listings for convicted, suspended, discriminatory and federal excluded parties, as well as the vendor complaint list at: https://www.dms.mS7flonda.com/business a eratiogs/state urchasin /state®ggency resources/ven or registration and vendor lists ii. Notice of Conviction of Public Entity Crime.Any person must notify the Department of Management Services and the Commission,,in writing,within thirty(30) days after conviction of a public entity crime applicable to that person or an affiliate of that person as defined in Section 287.133,F.S. iii. Vendors on Scrutinized Companies List. The Recipient certifies that it and any of its affiliates are not scrutinized companies as identified in Section'287.135, F.S.In addition,the Recipient agrees to observe the requirements of Section 287,135,F.S., for applicable sub-agreements entered into for the performance of work under this Agreement. Pursuant to Section 287.135, F.S.,the Commission may immediately terminate this Agreement for cause if the Recipient, its affiliates, or its subcontractors are found to have submitted a false certification; or if the Recipient, its affiliates, or its subcontractors are placed on any applicable scrutinized companies list or engaged in prohibited contracting activity during the term of the Agreement.As provided in Subsection 287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions,then they shall become inoperative. C. Discriminatory Vendors, The Recipient shall disclose to the Commission, in writing, if they,their subrecipient, contractor, or subcontractor, are on the Discriminatory Vendor List maintained by the Florida Department of Management Services pursuant to Section 287.134(3)(d), F.S. "An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity;may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity." Section 287.134(2)(a), F.S. Recipient has a continuing duty to disclose to the Commission whether they appear on the discriminatory vendor list. D. Prompt Disclosure of Litigation,Investigations,Arbitration, or Administrative Proceedings. Throughout the term of the Agreement,the Recipient has a continuing duty to promptly disclose to the Commission's Grant Manager,in writing, upon occurrence, all civil or criminal litigation, investigations, Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 13 of 29 3384 FWC Agreement No. 23132 arbitration, or administrative proceedings (Proceedings) relating to or affecting the Recipient's ability to perform under this Agreement. If the existence of such Proceeding causes the Commission concern that the Recipient's ability or willingness to perform the Agreement is jeopardized,the Recipient may be required to provide the Commission with reasonable assurances to demonstrate that: a.)the Recipient will be able to perform the Agreement in accordance with its terms and conditions; and, b.) Recipient and/or its employees or agents have not and will not engage in conduct in performing services for the Commission which is similar in nature to the conduct alleged in such Proceeding. E. Certain Violations of Federal Criminal Law. If this Agreement includes a Federal award,then in accordance with Section 200.113, OMB Uniform Guidance (2 CFR 200), Recipient must disclose, in a timely manner, in writing to the Commission all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal award. Section 16. INSURANCE. If the Recipient is a state or federal agency with self-insurance, Recipient warrants and represents that it is insured, or self-insured for liability insurance, in accordance with applicable state or federal law and that such insurance or self-insurance offers protection applicable to the Recipient's officers, employees, servants and agents while acting within the scope of their employment with the Recipient. If the Recipient is not a state or federal agency with self-insurance,then the following applies: A. Reasonably Associated Insurance. During the term of the Agreement,the Recipient, at its sole expense, shall maintain insurance coverage of such types and with such terms and limits as may be reasonably associated with the Agreement. Providing and maintaining adequate insurance coverage is a material obligation of the Recipient, and failure to maintain such coverage may void the Agreement. The limits of coverage under each policy maintained by the Recipient shall not be interpreted as limiting the Recipient's liability and obligations under the Agreement.All insurance policies shall be through insurers licensed and authorized to write policies in Florida. B. Workers Compensation. To the extent required by Chapter 440, F.S.,the Recipient will either be self-insured for Worker's Compensation claims or will secure and maintain during the life of this Agreement,Worker's Compensation Insurance for all of its employees connected with the work of this project, with minimum employers'liability limits of$100,000.00 per accident, $100,000.00 per person, and $500,000.00 policy aggregate. Such policy shall cover all employees engaged in any contract work. If any work is subcontracted,the Recipient shall require the subcontractor similarly to provide Workers' Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the Recipient. Such self-insurance program or insurance coverage shall comply fully with the Florida Workers' Compensation Law (Chapter 440, F.S.). In case any class of employees engaged in hazardous work under this Agreement is not protected under Workers' Compensation statutes,the Recipient shall provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Recipient, for the protection of its employees not otherwise protected. Employers who have employees who are engaged in work in Florida must use Florida rates, rules, and classifications for those employees. Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 14 of 29 3385 FWC Agreement No. 23132 C. General Liability Insurance. By execution of this Agreement, unless Recipient is a state agency or subdivision as defined by Subsection 768.28(2), F.S. or unless otherwise provided for in Attachment A,the Recipient shall provide reasonable and adequate commercial general liability insurance coverage and hold such liability insurance at all times during the Agreement.A self-insurance program established and operating under the laws of the State of Florida may provide such coverage. D. Insurance Required for Performance. During the Agreement term,the Recipient shall maintain any other types and forms of insurance required for the performance of this Agreement as required in Attachment A. E. Written Verification of Insurance. Upon execution of this Agreement, the Recipient shall provide the Commission written verification of the existence and amount for each type of applicable insurance coverage.Within thirty (30) days of the effective date of the Agreement, Recipient shall furnish proof of applicable insurance coverage to the Commission's Grant Manager by standard Association for Cooperative Operations Research and Development(ACORD) form certificates of insurance. In the event that any applicable coverage is cancelled by the insurer for any reason, Recipient shall immediately notify the Commission's Grant Manager in writing of such cancellation and shall obtain adequate replacement coverage conforming to the requirements herein and provide proof of such replacement coverage within fifteen (15)business days after the cancellation of coverage. F. Commission Not Responsible for Insurance Deductible. The Commission shall be exempt from, and in no way liable for, any sums of money representing a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of Recipient providing such insurance. Section 17. SPONSORSHIP. As required by Section 286,25, F.S., if the Recipient is a nongovernmental organization which sponsors a program financed wholly or in part by state funds, including any funds obtained through this Agreement, it shall, in publicizing,advertising, or describing the sponsorship of the program, state: "Sponsored by (Recipient's name) and the State of Florida,Fish and Wildlife Conservation Commission."If the sponsorship reference is in written material,the words"State of Florida, Fish and Wildlife Conservation Commission" shall appear in the same size letters or type as the name of the Recipient's organization.Additional sponsorship requirements may be specified in Attachment A. Section 18. PUBLIC RECORDS. A. All records in conjunction with this Agreement shall be public records and shall be treated in the same manner as other public records that are under Chapter 119, F.S. B. This Agreement may be unilaterally canceled by the Commission for refusal by the Recipient to allow public access to all documents,papers, letters, or other material subject to the provisions of Chapter 119, F.S., and made or received by the Recipient in conjunction with this Agreement,unless exemption for such records is allowable under Florida law. Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 15 of 29 3386 FWC Agreement No. 23132 C. If the Recipient meets the definition of"Contractor"in Section 119.0701(1)(a)F.S.,the Recipient shall comply with the following: i. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF THE CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: 850-488-6553, RecordsCustodiany e.e , and 620 South Meridian Street, Tallahassee FL 32399 ii. Keep and maintain public records required by the Commission to perform the service. in. Upon request from the Commission's custodian of public records,provide the Commission 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 Chapter 119,F.S. or as otherwise provided by law. iv. 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 Contractor does not transfer the records to the Commission. v. Upon completion of the contract transfer,at no cost,to the Commission all public records in possession of the Contractor or keep and maintain public records required by the Commission to perform the service. If the Contractor transfers all public records to the Commission upon completion of the contract,the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract,the Contractor shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the Commission,upon request from the Commission's custodian of public records,in a format that is compatible with the information technology systems of the Commission. Section 19. COOPERATION WITH INSPECTOR GENERAL. Pursuant to subsection 20,055(5), F.S.,Recipient, and any subcontractor to the Recipient,understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official,the Recipient shall provide any type,of information the Inspector General deems relevant to the Recipient's integrity or responsibility. Such information may include,but shall not be limited to,the Recipient's business or financial records, documents, or files of any type or form that refer to or relate to the Agreement. The Recipient agrees to reimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations of the Recipient's compliance with the terms of this or any other agreement between the Recipient and the State which results in the suspension or debarment of the Recipient. Such costs shall include but not be limited to salaries of investigators, including overtime;travel and lodging expenses; and expert witness and documentary fees. Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 16 of 29 3387 FWC Agreement No. 23132 Section 20. SECURITY AND CONFIDENTIALITY. The Recipient shall maintain the security of any information created under this Agreement that is identified or defined as "confidential"in Attachment A. The Recipient shall not divulge to third Parties any confidential information obtained by the Recipient or its agents, distributors, resellers, subcontractors, officers or employees in the course of performing Agreement work. To ensure confidentiality,the Recipient shall take appropriate steps regarding its personnel, agents, and subcontractors. The warranties of this paragraph shall survive the Agreement. Section 21. RECORD KEEPING REQUIREMENTS. A. Recipient Responsibilities. The Recipient shall maintain accurate books, records, documents and other evidence that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement, in accordance with generally accepted accounting principles. B. State Access to Contractor Books,Documents,Papers,and Records. The Recipient shall allow the Commission,the Chief Financial Officer of the State of Florida,the Auditor General of the State of Florida,the Florida Office of Program Policy Analysis and Government Accountability or authorized representatives of the state or federal government to have access to any of the Recipient's books, documents,papers, and records, including electronic storage media, as they may relate to this Agreement, for the purposes of conducting audits or examinations or making excerpts or transcriptions.. C. Recipient Records Retention. Unless otherwise specified in Attachment A,these records shall be maintained for five (5) fiscal years following the close of this Contract, or the period required for this particular type of project by the General Records Schedules maintained by the Florida Department of State (https:Hdos.m3iflonda.com/libra ,® archives/records-management/�4ener l-records®schednules/), whichever is longer. Recipient shall cooperate with the Commission to facilitate the duplication and transfer of such records upon the Commission's request. D. Recipient Responsibility to Include Records Requirements—Subcontractors. In the event any work is subcontracted under this Agreement,the Recipient shall include the aforementioned audit and record keeping requirements in all subsequent contracts. E. Compliance with Federal Funding Accountability and Transparency. Any federal funds awarded under this Agreement must comply with the Federal Funding Accountability and Transparency Act(FFATA) of 2006. The intent of the FFATA is to empower every American with the ability to hold the government accountable for each spending decision. The result is to reduce wasteful spending in the government. The FFATA legislation requires that information on federal awards (federal financial assistance and expenditures)be made available to the public via a single, searchable website: www.USASM-,gd�ag.gov. Grant recipients awarded a new Federal grant greater than or equal to $25,000.00 awarded on or after October 1, 2010, are subject to the FFATA. The Recipient agrees to provide the information necessary, over the life of this Agreement, for the Commission to comply with this requirement. Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 17 of 29 3388 FWC Agreement No. 23132 Section 22. FEDERAL AND FLORIDA SINGLE AUDIT ACT(FSAA)REQUIREMENTS. Pursuant to the FSAA(or Federal)Vendor/Recipient Determination Checklist,the Recipient has been determined to be a recipient of state financial assistance and/or a subrecipient of a federal award. Therefore,pursuant to Section 215.97,F.S. and/or OMB Uniform Guidance (2 CFR 200),the Recipient may be subject to the audit requirements of the Florida and/or Federal Single Audit Acts. If applicable,the Recipient shall comply with the audit requirements outlined in Attachment B, attached hereto and made a part of the Agreement, as applicable. Section 23. FEDERAL COMPLIANCE. As applicable, Recipient shall comply with all federal laws, rules, and regulations,including but not limited to: A. Clean Air Act and Water Pollution Control Act. All applicable standards, orders, or requirements issued under the Clean Air Act(42 U.S.C. 7401-767lq) and the Water Pollution Control Act(33 U.S.C. 1251-1387 as amended). B. Lacey Act, 16 U.S.0 3371-3378. This Act prohibits trade in wildlife, fish and plants have been illegally taken, possessed,transported or sold. C. Magnuson-Stevens Fishery Conservation and Management Act, 16 U.S.C. 1801-1884. This Act governs marine fisheries in Federal waters. D. Migratory Bird Treaty Act, 16 U.S.C. 703-712. The Act prohibits anyone, unless permitted,to pursue, hunt,take,capture,kill, attempt to take, capture or kill,possess, offer for sale, sell, offer to purchase, deliver for shipment, ship, cause to be shipped, deliver for transportation,transport, cause to be transported,carry or cause to be carried by any means whatsoever, receive for shipment,transport of carriage, or export, at any time, or in any manner, any migratory bird, or any part,nest, or egg of such bird. E. Endangered Species Act, 16 U.S.C, 1531,,et seq. The Act provides a program for the conservation of threatened and endangered plants and animals and the habitat in which they are found.The Act also prohibits any action that cause a"taking" of any listed species of endangered fish or wildlife.Also, generally prohibited are the import, export, interstate, and foreign commerce of listed species. Section 24. FEDERAL FUNDS. No Federal Funds are applied to this Agreement,therefore,the following terms and conditions do not apply. A. Prior Approval to Expend Federal Funds to Federal Agency or Employee. It is understood and agreed that the Recipient is not authorized to expend any federal funds under this Agreement to a federal agency or employee without the prior written approval of the awarding federal agency. B. Equal Employment Opportunity. Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR Part 60-1.4). 41 CFR Part 60-1.4 is hereby incorporated by reference. Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 18 of 29 3389 FWC Agreement No. 23132 C. Davis-Bacon Act. Unless exempt,the Davis-Bacon Act, 40 U.S.C. 3141-3148, as supplemented by Department of Labor regulations at 29 CFR Part 5, is applicable to contractors and subcontractors performing on federally funded or assisted contracts in excess of$2,000.00 for the construction, alteration, or repair(including painting and decorating) of public buildings or public works. Under this Act, contractors and subcontractors must pay their laborers and mechanics employed under the Agreement no less than the locally prevailing wages and fringe benefits for corresponding work on similar projects in the area. Davis-Bacon Act does not apply if federal funding is solely provided by the American Rescue Plan Act(ARPA). D. Copeland "Anti-Kickback Act". i. Recipient.The Recipient shall comply with 18 U.S.C. § 874,40 U.S.C. § 3145, and the requirements of 29 CFR Part 3 as may be applicable,which are incorporated by reference into this Agreement. ii. Subcontracts.The Recipient or subrecipient/subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subrecipients/subcontractors to include these clauses in any lower tier subcontracts. The Recipient shall be responsible for the compliance by any subrecipient/subcontractor or lower tier subrecipient/subcontractor with all these contract clauses. iii. Breach.A breach of the Agreement clauses above may be grounds for termination of the Agreement, and for debarment as a contractor and subcontractor as provided in 29 CFR§ 5.12. E. Contract Work Hours and Safety Standards Act 29 CFR 5.5(b) Contract Work Fours and Safety Standards Act is hereby incorporated by reference. F. Rights to Inventions If this Agreement is supported by federal funds and meets the definition of"funding agreement"under 37 CFR Part 401.2(a)then the Recipient must comply with all requirements of 37 CFR Part 401. G. Energy Efficiency. 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(Pub. L. 94-163, 89 Stat 871) applies' H. Debarment and Suspension Recipient Federal Certification i. This Agreement is a covered transaction for purposes of 2 CFR Part 180 and 2 CFR Part 3000.As such,the Recipient is required to verify that none of the Recipient's principals (defined at 2 CFR§ 180.995) or its affiliates (defined at 2 CFR§ 180.905) are excluded(defined at 2 CFR§ 180.940) or disqualified (defined at 2 CFR§ 180.935). ii. The Recipient must comply with 2 CFR Part 180, subpart C and 2 CFR Part 3000, subpart C,and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. iii. This certification is a material representation of fact relied upon by Recipient/Subrecipient. If it is later determined that the Recipient did not comply with 2 CFR Part 180, subpart C and 2 CFR Part Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 19 of 29 3390 FWC Agreement No. 23132 3000, subpart C, in addition to remedies available to Recipient/Subrecipient,the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. iv. The Recipient agrees to comply with the requirements of 2 CFR Part 180, subpart C and 2 CFR Part 3000, subpart C while this offer is valid and throughout the period of any Agreement that may arise from this offer. The Recipient further agrees to include a provision requiring such compliance in its lower tier covered transactions. I. Byrd Anti-Lobbying Amendment Recipients awarded $100,000 or more in Federal funds shall file the required certification. Recipients shall file the required certification with the Commission's Grant Manager five(5)business days after Agreement execution. 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 USC Part 1352. Each tier shall 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 Recipient who in turn will forward the certification(s)to the Commission. J. Procurement of Recovered Materials i. In the performance of this Agreement,the Recipient shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired— a. Competitively within a timeframe providing for compliance with the Agreement performance schedule; b. Meeting Agreement performance requirements; or c. At a reasonable price. i . Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines. iii. The Recipient also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. K. Domestic Preference for Procurements is As appropriate and to the extent consistent with law,the Recipient should,to the greatest extent practicable under a Federal award,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). The requirements of this section must be included in all subcontracts including all contracts for work or products under this Agreement. ii. For purposes of this section: Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 20 of 29 3391 FWC Agreement No. 23132 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. L. Compliance with Office of Management and Budget Circulars. As applicable, Recipient shall comply with the following Office of Management and Budget(OMB) Uniform Guidance (2 CFR 200). M. Drug Free Workplace. Pursuant to the Drug-Free Workplace Act of 1988,the Recipient attests and certifies that the Recipient will provide a drug-free workplace compliant with 41 U.S.C. 81. N. American Rescue Plan Act(ARPA) of 2021. If this Agreement relies on ARPA federal funds,then the following shall apply: i. Recipients shall provide their Unique Entity Identifier(UEI) and any other financial information requested in the s oy financial registration process to the Commission prior to Agreement execution. ii. Public Law 117-2,American Rescue Plan Act of 2021, Title XI-'Committee of Finance Subtitle M; Section 9901. iii. Coronavirus State Fiscal Recovery Fund (SFRF) (31 CFR Part 35). iv. Office of Management and Budget(OMB) Uniform Guidance (2 CFR 200). V. US Department of Treasury, Compliance and Reporting Guidance State and Local Recovery Funds, as amended. O. Build America,Buy America (BABA) provision of the Infrastructure Investment and Jobs Act (IIJA) of 2021. (117 P.L. 58). If federal funds are awarded to be used in this Agreement for any project involving construction, alteration, maintenance, or repair of infrastructure in the United States, and if the project involves infrastructure as defined by §70912(5) of BABA, which includes, but is not limited to roads, highways, and bridges; public transportation; dams,ports, harbors, and other maritime facilities; intercity passenger and freight railroads; freight and intermodal facilities; airports; water systems, including drinking water and wastewater systems; electrical transmission facilities and systems; utilities;broadband infrastructure; and buildings and real property; then: i. All iron and steel, manufactured products, and construction materials used in the project must be produced in the United States. ii. The BABA provision applies to all articles,materials, and supplies consumed in, incorporated into, or affixed to an infrastructure project for federal awards on or after May 14, 2022. Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 21 of 29 3392 FWC Agreement No. 23132 iii. All subcontractors, successors, or assignees to this Agreement will be held to the same requirements as the original Parties to this Agreement. iv. The BABA provision does not apply to tools, equipment, and supplies brought to the construction site and removed at or before completion of the infrastructure project.Nor does the BABA provision apply to equipment and furnishings used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project. P. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to procure, obtain, extend or renew an agreement that utilizes telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). i. 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). ii. Telecommunications or video surveillance services provided by such entities or using such equipment. iii. 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. Section 25. AGREEMENT-RELATED PROCUREMENT. A. PRIDE. In accordance with Section 946.515(6), F.S., if a product or service required for the performance of this Contract is certified by or is available from Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE) and has been approved in accordance with Subsection 946.515(2), F.S.,the following statement applies: It is expressly understood and agreed that any articles which are the subject of, or required to carry out, this contract shall be purchased from [PRIDE] in the same manner and under the same procedures set forth in Subsections 946.515(2) and (4), F.S.; and for purposes of this contract the person, firm or other business entity carrying out the provisions of this contract shall be deemed to be substituted for this agency insofar as dealings with such corporation are concerned. The above clause is not applicable to subcontractors unless otherwise required by law.Additional information about PRIDE and the products it offers is available at http://www.pn'de-enterprises.org. B. Respects of Florida. In accordance with Subsection 413.036(3), F.S., if a product or service required for the performance of this Contract is on the procurement list established pursuant to Subsection 413.035(2), F.S.,the following statement applies: Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 22 of 29 3393 FWC Agreement No. 23132 It is expressly understood and agreed that any articles that are the subject of, or required to carry out, this contract shall be purchased from a nonprofit agency for the blind or for the severely handicapped that is qualified pursuant to Chapter 413, F.S., in the same manner and under the same procedures set forth in Subsections 413.036(1) and (2), F.S.; and for purposes of this contract,the person, firm or other business entity carrying out the provisions of this contract shall be deemed to be substituted for the state agency insofar as dealings with such qualified nonprofit agency are concerned. Additional information about the designated nonprofit agency and the products it offers is available at http://www.respectofflorida.org. C. Procurement of Recycled Products or Materials. Contractor agrees to procure any recycled products or materials which are the subject of or are required to carry out this Contract in accordance with Section 403.7065, F.S. Section 26. INDEMNIFICATION. If the Recipient is a state agency or subdivision, as defined in Subsection 768.28(2), F.S., or as a governmental entity as defined in Subsection 287.012(14), F.S.,neither Party indemnifies nor insures the other Party for the other Party's negligence. Recipient is responsible for all personal injury and property damage attributable to the negligent acts or omissions of that party,its officers, employees,volunteers and agents.Nothing contained herein shall be construed or interpreted as denying to any party any remedy or defense available under the laws of the state of Florida,nor as a waiver of sovereign immunity of the state of Florida beyond the waiver provided for in section 768.28, F.S., as amended. If Recipient is not a state agency or subdivision as defined above, Recipient shall be fully liable for the actions of its agents, employees,partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State and the Commission, and their officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys'fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Recipient, its agents, employees,partners, or subcontractors,provided,however,that Recipient shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State or the Commission. The Commission reserves the right to select its counsel. Sections 27. NON-DISCRIMINATION. No person, on the grounds of race,color, religion,gender,pregnancy,national origin, age,handicap, or marital status, shall be excluded from participation in,be denied the proceeds or benefits of, or be otherwise subjected to discrimination in performance of this Agreement. Section 28. MEDIATION.. In the event of any claim or dispute arising by or between the Commission and the Recipient, each party shall continue to perform as required under the Agreement,notwithstanding the existence of such claim or dispute, it being acknowledged that time is of the essence. This provision includes,but is not limited to,the obligation to continue to perform under the Agreement notwithstanding disputes as to amounts due for payment hereunder. Except for any claim, dispute, or matter in question that has been waived by the acceptance of final payment, or that is otherwise barred by the applicable statute of limitations or other provision of law, any claim, dispute, or Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 23 of 29 3394 FWC Agreement No. 23132 other matter in question arising out of, or relating to,the Work or the Agreement or the breach thereof, shall be first submitted to non-binding mediation by a single mediator in Tallahassee, Florida The party making a claim or dispute shall notify the other in writing of its claim or dispute within ten working days of the event giving rise to the claim or dispute. i. Such notice shall give the other parry ten working days from receipt of the notice to respond in writing. ii. If the party initiating such notice is not satisfied with the response,then it shall invoke this clause initiating non-binding mediation by sending a demand for mediation in writing to the other party within seven(7) days. iii. The Parties have two weeks after notice to agree in writing upon a mediator. iv. If the Parties cannot agree upon a Florida Supreme Court certified mediator,then the Parties shall request the Chief Judge of the Second Judicial Circuit in Leon County,Florida,to appoint a Florida Supreme Court certified mediator. a. The mediator's fees shall be born equally by the Parties involved in the mediation and shall pay all of its own attorneys'fees and expenses related to the mediation unless otherwise agreed. b. Unless otherwise agreed by the Parties in writing, such mediation shall take place within forry- five (45) days of the appointment of, or agreement to,the mediator if the mediator's schedule so allows. c. The terms of this Agreement and any dispute relating thereto will be governed by the laws of the State of Florida, any litigation will be brought in the state or federal court in and for Tallahassee, Florida, and you agree to submit to the exclusive jurisdiction of the state and federal courts located in and for the Leon County, State of Florida. d. All Parties agree to negotiate in good faith in an effort to settle any dispute. All Parties shall have a representative present at mediation with the authority to settle the case. V. Any resolution achieved at mediation shall be set forth in a written settlement agreement. vi. The Recipient shall require all the dispute resolution provisions and requirements set out in this Section in each contract it makes with any Subcontractor,material supplier, equipment supplier, or fabricator. vii. In no event shall the demand for mediation be made after the date when institution of legal or equitable proceedings based on such claim,dispute, or other matter in question would be barred by the applicable statute of limitations, or otherwise. Unless otherwise agreed in writing,the Recipient shall carry on the Work and maintain its performance of this Agreement during any,claim, dispute, or mediation. If any matter sought to be mediated by the Commission or the Recipient involves a claim or other matter by or against the Consultant, any Subcontractor, any Separate Contractor, or any other third party, or any such entity is reasonably necessary to be joined in the mediation to permit a full and complete disposition of the dispute submitted hereunder,then the Consultant, Subcontractor, Separate Contractor or third party shall be joined by personal service of the notice demanding mediation. Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 24 of 29 3395 FWC Agreement No. 23132 Such termination of the mediation shall not preclude any party from commencing any judicial proceeding in a court of competent jurisdiction in Leon County, Florida,providing the claims sought to be decided are not otherwise barred. Any demand for mediation and any answer to such demand must contain a written statement of each claim alleged and the dollar amount in controversy sought in each claim. Should mediation fail to resolve the claim submitted,the Parties may then proceed to seek applicable remedies at law. The agreement to mediate set forth in this Section shall apply to, and become part of, any Subcontract, any contract into which these General Conditions are incorporated by reference or otherwise, and the Parties to such contract shall mediate all disputes arising out of, or in any way relating to,that contract or the Project in accordance with the provisions of this Section. Section 29. SEVERABILITY,CHOICE OF LAW,AND CHOICE OF VENUE. This Agreement has been delivered in the State of Florida. Florida law governs this Agreement, all agreements arising under or out of this Agreement, and any legal action or other proceeding of any kind designed to resolve a dispute that arises out of or relates to this Agreement.Wherever possible, each,provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If a court or other tribunal finds any provision of this Agreement unenforceable as written,the unenforceable provision(s) shall be ineffective to the extent of such prohibition or invalidity,without invalidating the remainder of such provision and the remaining provisions of this Agreement. The Parties have selected the Second Judicial Circuit in Leon County, Florida, as the mandatory and exclusive forum for resolving any dispute, in law or equity,that arises out of or relates to the Parties'transactions. By signing this Agreement,Recipient affirms that Recipient considers the Second Judicial Circuit to be a fair and convenient forum for any legal action or other proceeding of any kind designed to resolve such a dispute.The Recipient will not initiate in any other forum a legal action or other proceeding to which this provision applies. ' Section 30. JURY TRIAL WAIVER. As part of the consideration for this Agreement,the Parties hereby waive trial by jury in any action or proceeding brought by any party against any other parry pertaining to any matter whatsoever arising out of or in any way connected with this Agreement, or with the products or services provided under this Agreement, including but not limited to any claim by the Recipient of quantum meruit. Section 31. NO THIRD-PARTY RIGHTS. The Parties hereto do not intend,nor shall this Agreement be construed,to grant any rights,privileges or interest to any person not a party to this Agreement. Section'32. PROHIBITION OF UNAUTHORIZED ALIENS. In accordance with Federal Executive Order 96-236,the Commission shall consider the employment by the Recipient of unauthorized aliens a violation of Section 274A©of the Immigration and Nationalization Act. Such violation shall be cause for unilateral cancellation of this Agreement if the Recipient knowingly employs unauthorized aliens. Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 25 of 29 3396 FWC Agreement No. 23132 Section 33. EMPLOYMENT ELIGIBILITY VERIFICATION(E-VERIFY). A. Requirement to Use E-Verify. Section 448.095(2) Florida Statute requires the Contractor to: 1.)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 Contract term; and 2.) include in all subcontracts under this Contract,the requirement that subcontractors performing work or providing services pursuant to this Contract utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the term of the subcontract. B. E-Verify Online. E-Verify is an Internet-based system that allows an employer, using information reported on an employee's Form 1-9, Employment Eligibility Verification,to determine the eligibility of all new employees hired to work in the United States. The Department of Homeland Security's E-Verify system can be found online at https://www.e-ven'L7.gov. C. Enrollment in E-Verify. As a condition precedent to entering a Contract with the Commission, Contractors and Subcontractors shall register with and use the E-Verify system. Failure to do so shall result in the Contract not being issued, or if discovered after issuance,termination of the Contract. D. E-Verify Recordkeeping. The Contractor further agrees to maintain records of its participation and compliance with the provisions of the E-Verify program, including participation by its subcontractors as provided above, and to make such records available to the Commission or other authorized state entity consistent with the terms of the Contractor's enrollment in the program. This includes maintaining a copy of proof of the Contractor's and subcontractors'enrollment in the E-Verify Program. If a contractor enters into a contract with a subcontractor,the subcontractor must provide the contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The contractor shall maintain a copy of such affidavit for the duration of the contract. E. Employment Eligibility Verification & Compliance. Compliance with the terms of the Employment Eligibility Verification provision is made an express condition of this Contract and the Commission may treat a failure to comply as a material breach of the Agreement. If the Commission terminates the Contract pursuant to Section 448.095(2)(c) Florida Statute, the contractor may not be awarded a public contract for at least 1 year after the date on which the contract was terminated and the Contractor is liable for any additional costs incurred by The Commission as a result of the termination of this Contract. Section 34. FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE. Neither Party shall be liable to the other for any delay or failure to perform under this Agreement if such delay or failure is neither the fault nor the negligence of the Party or its employees or agents and the delay is due directly to acts of God,wars, acts of public enemies, strikes, fires, floods,or other similar cause wholly beyond the Parry's control, or for any of the foregoing that affects subcontractors or suppliers if no alternate source of supply is available. However, in the event of delay from the foregoing causes,the Parry shall take all reasonable measures to mitigate any and all resulting delay or disruption in the Parry's performance obligation under this Agreement. If Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 26 of 29 3397 FWC Agreement No. 23132 the delay is excusable under this paragraph,the delay will not result in any additional charge or cost under the Agreement to either Party. In the case of any delay Recipient believes is excusable under this paragraph, Recipient shall notify the Commission's Grant Manager in writing of the delay or potential delay and describe the cause of the delay either: (1)within ten (10) calendar days after the cause that creates or will create the delay first arose,if Recipient could reasonably foresee that a delay could occur as a result; or(2)within five (5) calendar days after the date Recipient first had reason to believe that a delay could result, if the delay is not reasonably foreseeable. THE FOREGOING SHALL CONSTITUTE THE RECIPIENT'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. The Commission, in its sole discretion,will determine if the delay is excusable under this paragraph and will notify Recipient of its decision in writing.No claim for damages, other than for an extension of time, shall be asserted against the Commission. Recipient shall not be entitled to an increase in the Agreement price or payment of any kind from the Commission for direct, indirect, consequential, impact, or other costs, expenses or damages,including but not limited to costs of acceleration or inefficiency arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist, Recipient shall perform at no increased cost,unless the Commission determines, in its sole discretion,that the delay will significantly impair the value of the Agreement to the Commission or the State, in which case,the Commission may do any or all of the following: (1) accept allocated performance or deliveries from Recipient,provided that Recipient grants preferential treatment to the Commission with respect to products or services subjected to allocation; (2)purchase from other sources (without recourse to and by Recipient for the related costs and expenses)to replace all or part of the products or services that are the subject of the delay,which purchases may be deducted from the Agreement quantity; or(3)terminate the Agreement in whole or in part. Section 35. TIME IS OF THE ESSENCE. Time is of the essence regarding the performance obligations set forth in this Agreement.Any additional deadlines for performance for Recipient's obligation to timely provide deliverables under this Agreement including but not limited to timely submittal of reports, are contained in Attachment A. Section 36. REPORTING REQUIREMENTS CONCERNING EXECUTIVE ORDER 20-44. This term does not apply to governmental entities. If this Agreement is a sole-source,public-private agreement or if the Recipient,through this Agreement with the State, annually receives 50%or more of their budget from the State or from a combination of State and Federal funds,the Recipient shall provide an annual report(Executive Order 20-44 Attestation Form,Attachment C), including the most recent IRS Form 990, detailing the total compensation for the entit'es' executive leadership teams. Total compensation shall include salary,bonuses, cashed-in leave, cash equivalents, severance pay, retirement benefits, deferred compensation,real-property gifts, and any other payout. The Recipient must also inform the Commission's Grant Manager of any changes in total executive compensation between the annual reports.All compensation reports must indicate what percent of compensation comes directly from the State or Federal allocations to the Recipient. Section 37. MEDIA REQUESTS. Recipients shall refer all requests by the media or public relations personnel to the Commission's Grant Manager. Recipients must submit a written request for permission before consulting with the media and the Commission will provide consultation and talking points. Recipients will not issue news releases, respond to questions, or Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 27 of 29 3398 FWC Agreement No. 23132 make statements on behalf of the Commission or its partners without prior direction and the Commission's written approval. Production and filming requests related to this Agreement shall be processed through the Commission only. Section 38. USE OF SMALL UNMANNED AIRCRAFT SYSTEMS Unless superseded or otherwise further described in Attachments A, if the Recipient intends to use a small unmanned aircraft system (sUAS) at any time throughout the duration of the Agreement,the Recipient shall request approval from the Commission, in writing,prior to use. Upon request by the Commission,,the Recipient shall provide all required documentation, such as license or certification, flight plans, and registrations. The Commission will notify the Recipient in writing of the approval or rejection of the request. If approved,the Recipient will be provided with the Commission's policies, and is responsible and liable for adhering to any and all rules and regulations,including the Commissions policies, applicable to operating sUAS. Section 39. ENTIRE AGREEMENT. This Agreement with all incorporated attachments and exhibits represents the entire Agreement of the Parties.Any alterations,variations, changes,modifications or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing, and duly signed by each of the Parties hereto,unless otherwise provided herein. In the event of conflict,the following order of precedence shall prevail:this Agreement and its attachments,the terms of the solicitation and the Recipient's response to the solicitation. REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE TO FOLLOW Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 28 of 29 3399 FWC Agreement No. 23132 SIGNATURES IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed through their duly authorized signatories on the day and year last written below. RECIPIENT EXECUTION SIGNATURE COMMISSION EXECUTION SIGNATURE Recipient Name Florida Fish and Wildlife Conservation Commission Recipient Signature Executive Director(or Designee) Signature Print Name Print Name Title Title Date Date ATTACHMENTS MONROE C004TY Attachments in this Agreement include the followin ° D 'I' I g g� • Attachment A Scope of Work • Attachment B,Requirements of the Federal and Florida Single Audit Acts • Attachment C Executive Order 20-44 Attestation Form • Attachment D, Cost Reimbursement Contract Payment Requirements • Attachment E, Certification Regarding Debarments, Suspension • Attachment F,'FWC Property Reporting Form • Attachment G Certification of Completion Form Recipient/Subrecipient Agreement Last Revised: 3.20.2023 Page 29 of 29 3400 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 1. DESCRIPTION OF GOODS/ SERVICES PROCURED A. The purpose of these funds is to establish a framework for the placement monitoring, and maintenance of artificial reef habitat support structures in Monroe County to enhance reef fish habitat. The objective of this activity is to plan, permit and construct a habitat support network of artificial reef structures comprised of diverse assemblages of prefabricated modules, concrete culverts, limestone boulders, steel barges and vessels or other suitable permitted secondary use steel or concrete structures as approved by the COMMISSION as patch reefs within approved permitted areas in Florida state and federal waters offshore of Monroe County. Reef materials would be deployed in a manner that maximizes the three-dimensional complexity of the reef,while still maintaining clearance for navigation as permitted. B. Available funds for this project are $10,000,000. The RECIPIENT will competitively solicit for vendors to provide services and materials required to plan and create artificial reef marine habitat support structures.Artificial reef deployment sites will be constructed and deployed for the total of $10,000,000 less any costs incurred associated with consulting, permitting, engineering, and monitoring related to construction.; When administering the competitive solicitations, the RECIPIENT shall adhere to either State or County procurement policies and procedures, whichever requirements are more restrictive. C. The artificial reef construction activity to be funded consists of the following elements: 2. BACKGROUND A. Chapter 379.249 Florida Statutes creates the Florida Artificial Reef Program to enhance saltwater opportunities and to promote proper management of fisheries resources associated with artificial reefs for the public interest. Under the program, the COMMISSION may provide grants and financial and technical assistance to coastal local governments, state universities, and nonprofit corporations qualified 'under s. 501(c)(3) of the Internal Revenue Code for the siting and development of artificial reefs as well as for monitoring and evaluating such reefs and their recreational, economic, and biological effectiveness. B. During the 2023 'Florida Legislative Session (Specific Appropriation 1961), $10,000,000 in nonrecurring funds from the General Revenue Fund was provided to the Fish and Wildlife Conservation Commission "for the purpose of establishing and implementing a framework for the placement,monitoring, and maintenance of artificial habitat in Monroe County". 3. SUPPORT OF COMMISSION MISSION A. Construction of this series of artificial reefs will augment marine hard bottom habitat with well- planned stable and durable artificial reefs for purposes of providing near shore reef fish habitat, Version 1.0—November 2022 Attachment A, Page 1 of 23 3401 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 offshore recreational fishing and diving opportunities, reduced pressure on natural reef and hard bottom sites,and reduced user conflicts by providing additional recreational fishing and diving site locations off Monroe County in state and federal waters of the Gulf of Mexico. addition to the placement of artificial reefs, the monitoring and maintenance of these habitat support structures will provide valuable information and make marine fisheries resources available for the long-term benefit of local Florida residents and visitors. 4. DEFINITIONS A. The terms and abbreviations used herein shall have the meanings as defined below. 1. "Artificial reef' or "habitat support structures means one or more manufactured or natural objects intentionally placed on the bottom in predominantly marine waters to provide conditions believed to be favorable in sustaining,or enhancing the spawning,breeding,feeding, or growth to maturity of Florida's managed reef associated fish species as well as to increase the productivity of other reef community resources which support fisheries. Included in this definition are artificial reefs developed with one or more of the following additional objectives: enhancement of fishing and diving opportunities, fisheries research, and fisheries conservation/preservation purposes. 2. "Permitted area"means an area with discrete boundaries inside of which one or more artificial reefs may be located and for which all required permits and authorizations have been obtained. These permits and authorizations include: artificial reef permits issued by the Florida Department of Environmental Protection and/or the Army Corps of Engineers and other permits, licenses, or authorizations required by any governing body. 3. "Staging site"means a land-based holding area for artificial reef material where such material is stored and prepared for transportation to an approved artificial reef site. 4. "Limestone boulders" or "rock boulders" means boulders comprised of natural rock material (e.g., limestone,granite)with a minimum diameter of 3 feet. 5. "Secondary use concrete"means concrete structures that were originally constructed for some purpose other than artificial reef deployment. These include structures such as concrete stormwater structures or culverts, concrete pilings, concrete bridge decking, concrete utility poles and concrete structures.All secondary use concrete materials must weigh at least 500 lbs per individual piece and not break into pieces smaller than 500 lbs upon deployment. Reef material with extensive exposed rebar will either be eliminated from consideration or the rebar will be cut back as close to the concrete surface as possible, within six inches or less of the units' concrete surface prior to transport. Version 1.0—November 2022 Attachment A, Page 2 of 23 3402 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 6. "Prefabricated modules" or "designed modules" means structures specifically designed and built for use as artificial reefs and which meet the environmental safety,durability,and stability requirements of this rule, as well as providing complexity and texture which are suitable as habitat for fishes and for colonization by encrusting marine organisms. 7. "Contractor"means the vendor contracted by the RECIPIENT to provide services defined in the scope of work and meets the definition of"Contractor"in,section 119.0701(1)(a),F.S. 5. PROGRAM PLANNING A. The RECIPIENT shall develop an artificial reef program,comprised of at least one dedicated staff member, to oversee the proper placement, monitoring, and maintenance of artificial reef habitats in Monroe County.Anticipated activities for this program include permit planning and applications, stakeholder engagement, site surveys, artificial reef inspections, monitoring activities, grant management, and other activities as approved by the COMMISSION. B. Artificial Reef Plan a. The RECIPIENT shall develop, for review by the COMMISSION, a five-year artificial reef management plan, outlining at a minimum: the context for Monroe County's background and demographics, program structure, current status of natural and artificial reefs, goals and objectives, permit plans, artificial reef design, risk mitigation, public information access,monitoring plan,'monitoring methods, and maintenance plans. C. Equipment and Services a. The RECIPIENT shall purchase and maintain proper receipts and documentation for all items or services required for the placement,monitoring,and maintenance of artificial reefs in accordance with COMMISSION and RECIPIENT capital asset management policies, whichever is more stringent. These are subject to the approval of the COMMISSION and can include but are not limited to: surveying equipment(vessel,dive gear,cameras,ROV), surveying services (bathymetric surveys, environmental assessments, side scan sonar mapping), office equipment (one computer per FWC-funded staff member), ArcGIS license,and other goods or services deemed necessary by the COMMISSION. 6. PERMITTING A. The RECIPIENT agrees to adhere to the guidelines and specifications described in the NMFS National Artificial Reef Plan (NMFS 2007), the State of Florida Artificial Reef Strategic Plan (FWC 2003),the Southeast Florida Coral Reef Initiative's Guidelines and Management Practices for Artificial Reef Siting,Use,Construction,and Anchoring in Southeast Florida(2011),the NMFS Version 1.0—November 2022 Attachment A, Page 3 of 23 3403 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 Southeast Region's Protected Species Construction Conditions (NMFS 2021), NMFS' Measures for Reducing Entrapment Risk to Protected Species (2012), and NMFS' Vessel Strike Avoidance Measures and Reporting for Mariners(2021).Copies of these documents are available upon request to the COMMISSION. B. The RECIPIENT agrees to apply for artificial reef permits under the guidance of the COMMISSION, and at a minimum will include the following items in all permit applications: a biological assessment of the area, a detailed description of the existing conditions of the area, including coordinates,distance to nearest passes and inlets,distance to areas known for commercial shrimping activities,presence of any historical resources,and any existing materials or hardbottom ' resources present or nearby, a description of the proposed activities,drawings of planned materials and locations, and activity reporting requirements. C. The RECIPIENT agrees to submit permit applications to the COMMISSION for review prior to submission to USACE, DEP, or FKNMS, and will include the COMMISSION in all pre- application meetings with each regulatory agency. The RECIPIENT also agrees to seek and receive guidance from the COMMISSION for technical assistance and scientific perspectives on best practices for permit area siting and planned materials for each artificial reef permit application. D. The RECIPIENT agrees to adhere to all regulatory requirements set forth by the regulatory agencies in each permit that is authorized. This includes ensuring that all materials meet the minimum requirements and are placed within the boundaries of the approved permitted areas. 7. ARTIFICIAL REEF MATERIALS A. The RECIPIENT agrees to adhere to the allowable material requirements described by all permit conditions for each proposed deployment location. B. Materials can include, but are not limited to: prefabricated modules, secondary use concrete structures deemed acceptable to the COMMISSION, rock boulders, metal materials, and vessels and barges acceptable to the COMMISSION. All artificial reef materials shall be clean and free from excess dirt,asphalt,creosote,petroleum,or other hydrocarbons and toxic residues,loose free- floating material or other deleterious substances. Individual artificial reef materials shall weigh a minimum of 500 lbs. C. The RECIPIENT shall evaluate the structural integrity of each material proposed for use and shall eliminate from artificial reef material consideration all fragile material that would be prone to break apart into pieces less than 500 pounds in weight during the handling, transport and deployment process. All materials shall be of sufficient weight in-water to not move from the site post- deployment. Reef material with extensive exposed rebar will either be eliminated from consideration or the rebar will be cut back by the selected contractor as close to the concrete surface as possible,within six inches or less of the units'concrete surface prior to transport.Reef structures, materials, and installation methods shall be designed and deployed to prevent entanglement and entrapment of protected species. Version 1.0—November 2022 Attachment A, Page 4 of 23 3404 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 1. Prefabricated/modular concrete reef structures will be designed with proper openings to allow sea turtle egress. Any prefabricated modules must be composed of marine grade concrete with a minimum strength of 4,000 pounds per square inch(psi) or cured for at least 7 days prior to deployment. Modules shall have no external metal framework. Modules having internal or hollow spaces will be designed with multiple openings all the way through the outer surface to allow for water circulation and access by fish. All modules must have a solid bottom, or the top of the structure must have an opening greater than 36 inches in diameter to allow for sea turtle escapement. Units must be capable of being lowered to an upright position on the seafloor. Any lifting lines or straps used during deployment must be temporary and removed prior to reimbursement. Open-bottom fabricated artificial reef modules may not include any additional sub-components or other material within the interior or obstructing the top opening that could impair the egress of a sea turtle. Open-bottom pre-fabricated reef modules may not be used unless the module has a top opening sufficiently large to allow for turtle escapement. Approved open-bottom modules include: a. Three-sided modules where each side of the top opening is at least 36-in in length along its edge. b. Four or more sided modules where each side of the top opening is at least 40-in in length along its edge.' c. Modules with a round opening with a diameter of at least 40-in(oval openings are not allowed unless a 40-in diameter circle space can fit within the oval). d. Modules that are approved by the COMMISSION as being turtle friendly. a. Secondary-Use'Concrete. Pre-cast concrete materials such as concrete culverts, stormwater junction boxes,power poles,,railroad ties,jersey barriers, clean concrete riprap, concrete road barriers, or other suitable concrete construction materials. Reef material with extensive exposed rebar will either be eliminated from consideration or the rebar will be cut back by the selected contractor as close to the concrete surface as possible,within six inches or less of the units' concrete surface prior to transport. Reef structures,materials, and installation methods shall be designed and deployed to prevent entanglement and entrapment of protected species. b. Rock boulders'. The RECIPIENT shall evaluate the structural integrity of each rock boulder proposed for use,and shall eliminate from artificial reef material consideration all fragile or soft boulders that would be prone to break apart into pieces less than 500 pounds in weight during the handling and transport process. c. Metal.Heavy gauge ferrous and aluminum alloy metal material components or structures, '14 inch or more in thickness, such as utility poles and antenna towers. d. Bridge materials. Clean steel and concrete bridge or large building demolition materials such as slabs or pilings with all steel reinforcement rods severed as close to the concrete surface as possible but not to extend more than six inches to ensure the rod will not create a fishing tackle or diver ensnaring hazard. Version 1.0—November 2022 Attachment A, Page 5 of 23 3405 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 e. Vessels and barges. Due to the complex nature,deployment of vessels requires additional project-specific information and thorough review of such information to ensure that proposed materials are stable and will comply with a number of federal standards. These standards include but are not limited to the United States Environmental Protection Agency (EPA) and United States Maritime Administration (MARAD) "National Guidance: Best Management Practices for Preparing Vessels Intended to Create Artificial Reefs", and United States Coast Guard (USCG) navigational regulations. If deployment of any materials requires the use of explosives,re-consultation with the National Marine Fisheries Service, Protected Resources Division will be required. Deployment of any vessel as artificial reef material is prohibited unless written authorization has been obtained from the COMMISSION,and the permit(s) allow for deployment of vessels and barges. i. The RECIPIENT must first submit a project-specific vessel or barge deployment plan to the COMMISSION to request such authorization to deploy vessels, and the plan must include;the following information: 1. Detailed description of the proposed deployment including vessel material type, deployment depth, intended orientation of the vessel (e.g., upright, on its side, upside down), navigational clearance with the material in all orientations, and the weight and dimensions of the selected vessel; 2. 'Stability analysis of the proposed vessel at the depth and location proposed for deployment; 3. A pre-deployment preparation plan describing how compliance with the EPA and MARAD "National Guidance: Best Management Practices for Preparing Vessels Intended to Create Artificial Reefs"has been followed. This document is available at: https://www.epa.gov/sites/production/files/2015- 09/documents/artificialreefguidance.pdf, 4. Tow and anchoring plan describing how the vessel will be towed to and anchored at the deployment site; 5. Sink Plan describing the methods used to deploy the vessel. If the use of explosives is requested,a detailed explosive and detonation plan including justification documenting the need for the use of explosives as the only deployment alternative, and a marine mammal monitoring and vessel security plan must be provided; 6. A monitoring plan describing on-water and pre-deployment monitoring, immediate post-deployment monitoring, and annual monitoring activities to document that the vessel is deployed/located within the permitted area including coordinates, orientation of vessel (e.g., upright, side, upside down), structural integrity status(i.e.,is the vessel in one piece,are pieces Version 1.0—November 2022 Attachment A, Page 6 of 23 3406 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 being disassociated from the structure),and documentation that the vessel meets USCG navigational requirements. 7. A copy of the proposed project budget, and documentation that the permittee has approved funding adequate to procure, clean, deploy, and conduct monitoring of the selected vessel once it has been deployed. ii. Vessel cleaning and preparation for sinking 1. The RECIPIENT will clean any proposed vessel to ensure that the vessel is clean and free from petroleum,or other hydrocarbons and toxic residues, loose free floating material or other deleterious substances. The RECIPIENT shall ensure that that the Environmental Protection Agency's "Guidelines for Preparing Vessels Intended for Use as Artificial Reefs" (https://www.epa.gov/site s/production/file s/2015- 09/documents/artificialreefguidance.pdf) are followed as well as operate in accordance with the U.S. Army Corps of Engineers permit. 2. The RECIPIENT shall ensure the proposed vessel has been cleaned of all residual oil from all fuel tanks, all fuel lines,pumps,transmission, engine and other machinery prior to deployment. This includes degreasing all lines and the main engine, which may be left in place as ballast. If a fuel line,pipe,or other oil containing equipment can't be accessed for cleaning, it shall be removed.,Fuel tanks must be certified clean by the US Coast Guard's visual inspection and report. Following a formal inspection,tanks may be filled with seawater and sealed to facilitate ballasting of the vessel. No petroleum surface sheen shall be allowable on the sea surface during or after vessel deployment: 3. The RECIPIENT shall ensure that the removal of peeling/flaking paint, likely to come off during the sinking process, will be scraped off and removed to an appropriate land disposal site. 4. The RECIPIENT shall ensure removal and proper disposal, including recycling where possible throughout the proposed vessel of all electrical wiring, electric panel boxes, lights, pipe blanket insulation, plastic material, tire and other rubber hull bumpers, wood paneling, wood cabinets and counters, plywood sheeting, bulkhead and overhead insulation and panels,glass windows,gaskets,galley appliances,including sinks, stoves, refrigeration units; crew quarters furnishings including sink and head;all machinery,including motors,fans,generators,central air unit but excluding the main engine and transmission. 5. To minimize entrapment, all doors and hatches shall be cut and removed. Additionally, to minimize cumulative loss of fishing gear and entanglements, all exterior outer railings and any loose wire cable or hawsers remaining on deck shall be removed prior to deployment. The vessel's propeller,propeller shaft and rudder are allowed to remain in place Version 1.0—November 2022 Attachment A, Page 7 of 23 3407 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 and the vessel hull,and superstructure are to remain intact to the maximum extent possible.Through-hull openings required for non.-explosive sinking of the vessel may be cut in accordance with a RECIPIENT and COMMISSION approved sink plan. The RECIPIENT and COMMISSION must approve in advance any hull or superstructure modifications proposed by the contractor. 6. The RECIPIENT will include the use of operational pumps of suitable size and horsepower for dewatering the vessel if the vessel takes on water prematurely during cleaning, preparing and towing of the vessel for deployment. 7. The RECIPIENT agrees to allow the COMMISSION to conduct on-site inspections of the proposed vessel before,during,and after vessel cleaning and preparation as well as observe the vessel deployment process and post- sink orientation and condition of the tug once on the sea floor. 8. The RECIPIENT shall remove any additional materials as directed by the COMMISSION following the on-site inspections. D. The RECIPIENT upon request agrees to provide to the COMMISSION's Grant Manager an updated inventory report that accurately describes the staging area materials recommended for artificial reef utilization.The inventory report will include a brief narrative of the material stockpile, pictures, and estimated weight of individual reef material. E. Reimbursement for loading, transporting and deploying the materials will be based on a cost per unit basis. Materials that are not placed within the boundaries of the permitted area will not be reimbursed. 8. PRE-DEPLOYMENT SURVEYS A. The RECIPIENT will provide documentation of pre-deployment bottom surveys using a combination of visual SCUBA assessments,side scan sonar,drop camera,and/or underwater video equipment to verify that the intended reef locations do not have submerged grass beds, shellfish, other hard bottom communities, corals or historic artifacts. Pre-deployment surveys must have been completed no more than 12 months prior to deployment. Buffer distances from existing resources shall be established, consistent with the permit requirements and based on the depth, material type and anchoring and deployment methods. Upon request,the COMMISSION may be available to provide assistance with conducting pre-deployment bottom surveys, material inspection, construction oversight, and post-deployment surveys. B. If prehistoric or historic artifacts, such as pottery or ceramics, projectile points, dugout canoes, metal implements,historic building material,or any other physical remains that could be associated with Native American,early European,or American settlement are encountered at any time within Version 1.0—November 2022 Attachment A, Page 8 of 23 3408 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 the project site area,the permitted project shall cease all activities involving subsurface disturbance in the immediate vicinity of the discovery. The applicant shall contact the Florida Department of State, Division of Historical Resources, and Compliance Review Section at (850) 245-6333. Project activities shall not resume without verbal and/or written authorization. In the event that unmarked human remains are encountered during the permitted activities, all work shall stop immediately, and the proper authorities notified in accordance with Section 872,05, Florida Statutes. 9. NOTICE TO PROCEED A. For each deployment event, work shall not commence until the COMMISSION has issued a written Notice to Proceed to the RECIPIENT. The RECIPIENT must provide the following items, at a minimum,to the COMMISSION at least 30 days prior to the planned deployment date before such Notice will be issued: 1. Permitted area(s) must be provided, including permit number(s), coordinates, expiration date(s), and any applicable special permit conditions. 2. Description of planned materials, including tonnage or quantity. All materials must be consistent with "Artificial Reef Materials" items above (Item 45) and conditions of the associated permitted area(s). 3. Spreadsheet listing proposed coordinates for planned locations of each material placement, along with detailed maps including locations of planned material placements, permit boundaries, and other materials already present. 4. Completed cargo manifest and pre deployment notification form, available on the COM ISSION's website at: www.myfNvc.com/artificialreefs. 5. A list of any anticipated needs for which the RECIPIENT expects to request COMMISSION assistance (i.e. pre-deployment surveys, material inspections, construction oversight, deployment observations, or post-deployment surveys). B. The COMMISSION will respond to the request for Notice to Proceed via email allowing work to commence upon receipt and review of above documentation. 10. LOADING AND TRANSPORTATION A. The RECIPIENT will evaluate the structural integrity of all approved artificial reef materials proposed for use and shall eliminate from artificial reef material consideration all badly damaged materials that would be prone to break apart during the transport and/or deployment process. Upon request and if available,the COMMISSION may be provide assistance with material inspections. If the RECIPIENT anticipates needing assistance with material inspections,the RECIPIENT will discuss this with the COMMISSION during the initial kick-off meeting. Version 1.0—November 2022 Attachment A, Page 9 of 23 3409 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 Artificial reef materials will be loaded using a suitable means of conveyance for transportation to a staging area site and loading onto a barge or other suitable vessel for offshore transportation to the designated artificial reef site. Offshore transportation shall be provided by a sufficiently powered transport or towing vessel and shall include the necessary personnel and equipment to safely transport and deploy the reef material. Reef material loaded on to the transporting vessel must be properly secured in compliance with Coast Guard standards to allow for its safe transport to the reef construction site. B. The RECIPIENT's Project Manager shall complete the FWC Artificial Reef Cargo Manifest form to be maintained onboard the vessel at all times during transport of materials, pursuant to Chapter 379.249, F.S. The form is available on the COMMISSION's website: http://www.myfwc.com/artificialreefs. C. Upon competition of the material inspection by the RECIPIENT,the RECIPIENT will complete the FWC Artificial Reef Cargo Manifest form at least 14 days prior to the deployment for the COMMISSION's Project Manager to review and authorize. The FWC Artificial Reef Cargo Manifest form shall be maintained onboard the vessel at all times during transport of materials, pursuant to Chapter 379.249, Florida Statutes. The form is available on the COMMISSION's website: http://www.myfivc.com/artificialreefs. D. For each barge load of artificial reef materials, the selected Contractor shall inventory all of the artificial reef materials,calculate the tonnage(either using before and after barge draft calculations, trucking receipts, or the known weights of individual pieces or reef materials), and take a representative photograph of the artificial reef material on the barge or other deployment vessel immediately prior to deployment. E. At least 30 days prior to deployment,the RECIPIENT's selected Contractor,COMMISSION and the RECIPIENT shall participate in a pre-construction meeting to discuss a deployment operations plan identifying the deployment locations with sufficient buffer from permit boundaries, schedule, list of vessels to be involved with the deployment operations, identify the VHF working channel during operations and a list of key personnel with contact information(mobile phone and email). It. DEPLOYMENT AND MATERIALS PLACEMENT A. During deployment of the artificial reef material, the transport vessel must be effectively moored through double anchoring, be spudded down, use dynamic positioning, or otherwise be held securely in place with minimal movement(+/-50 feet)to ensure accurate placement of the materials on the bottom. When relying on dynamic positioning from the subcontractor, the RECIPIENT will confirm deployment locations with the subcontractor in advance of deployment, and will use a secondary method to confirm proper positioning of the deployment vessel. Secondary methods include either onboard-radar detection, or a handheld GPS, to monitor the GPS location of the Version 1.0—November 2022 Attachment A, Page 10 of 23 3410 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 deployment vessel throughout the course of the deployment Any machinery used to move and deploy the reef materials should be sufficiently powered/maneuverable and capably operated to ensure timely, effective and safe off-loading of materials. The tug or transport vessel shall meet all U.S. Coast Guard certification and safety requirements, be equipped with aworking, accurate Global Positioning System(GPS)unit and other marine electronics including a working VHF radio. Effective and reliable communications shall exist at all times between the transport vessel captain, the transport vessel crew, and the designated RECIPIENT'S observer on site. The COMMISSION will not pay for materials placed outside of approved permitted areas. B. Deployments for prefabricated reef modules must be lowered onto the seabed using a crane or other mechanical equipment. Any ropes used for rigging must be removed once the module is placed on the seabed. Aggregate reef materials may be deployed by pushing or raking materials off the side of the barge with mechanical or heavy equipment. C. Deployments will be conducted during daylight hours when lighting, weather, and sea conditions allow for visual monitoring of the project area. D. Deployment operations will only be initiated when sea height in the operations area is no greater than two to four feet as forecast by the nearest NOAA weather office.°Either the COMMISSION's observer, the RECIPIENT's observer or the subcontractor's vessel captain reserves the right to suspend off-loading operations if positioning;and other deployment objectives, including safety of personnel and equipment, are not being met. E. Artificial reef materials under this Agreement are authorized to be deployed after permits have been issued by the USACE and DEP(if applicable)and the COMMISSION has reviewed and provided written approval for the additional active permitted area(s).Requests for COMMISSION approval of permitted areas must be presented to the COMMISSION at least 90 days prior to submittal of the written request for Notice to Proceed. F. The RECIPIENT's designated observer shall ensure that all permit conditions are met throughout the deployment, The RECIPIENT'S observer shall also be in possession of a copy of the required permit(s) for the area where the deployments are taking place. Any violations of permit conditions will be reported to the COMMISSION and the permit authorities within 24 hours. G. The minimum vertical clearance shall be maintained above the highest point of the reef materials in each of the permitted areas(in accordance with the special conditions of the applicable US Army Corps of Engineers and Florida Department of Environmental Protection permits. H. The RECIPIENT's Grant Manager or RECIPIENT's designated official observer shall oversee the temporary marking of the reef deployment location in advance of reef materials deployment in order to assist the subcontractor in the proper placement of the artificial reef materials. The marker(s) shall be buoys of sufficient size and color to be clearly visible to the tug captain, and Version 1.0—November 2022 Attachment A, Page 11 of 23 3411 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 sufficiently anchored and with sufficient scope so that they will not drift off the designated deployment site prior to deployment.The COMMISSION will not pay for materials placed outside the permit area as described above. Precise GPS placement of marker buoys that do not shift position with time are important to ensure the reef is constructed within the permitted area. L For any vessel deployments, the RECIPIENT will work in close cooperation with the COMMISSION, the RECIPIENT agrees to provide the COMMISSION for its review and approval written towing and deployment (sink) plans for the proposed vessel a minimum of one month prior to vessel deployment. No explosives shall be utilized in the sinking of the vessel,, instead the vessel will be sunk by controlled flooding. The sink plan will describe the size and location of holes to be cut through the bulkheads, decking, and through the hull above and below the waterline as may be required to allow escape of air and facilitate the sinking process. The sink plan will also describe the physical method proposed to initiate sinking (for example opening sea cocks, flooding from external pumps, through hull holes cut at the sink site below the water line, or a combination thereof, etc. Deployment plans will include the use of operational gas-powered pumps, suitable for dewatering the vessel if the vessel takes' on water prematurely during transportation. The vessel must be effectively moored through the use of at least two ship's anchor of appropriate side to hold in place the vessel and with sufficient scope and strength to avoid anchor drag during the sinking process. The towing vessel must have the ability to assist in positioning or repositioning the vessel so that the anchor sinks to the bottom and is firmly secured within a 500 ft radius of the proposed buoyed target coordinates. The tow vessel will remain onsite and connected to the vessel using a line of sufficient strength and at least twice the depth of the water at the proposed deployment site to hold the proposed vessel in place as it sinks should the anchors prove inadequate.The contractor will have a rapid release methodology to disconnect the proposed vessel from the towing vessel when final sinking is imminent, but in any case the length of line required should safeguard,the towing vessel if this rapid release mechanism does not function. J. The RECIPIENT's Grant Manager or GRANTEE's designated official observer shall remain on site during the entire deployment phase of the operation and confirm the GPS coordinates of the individual placements as well as the maximum vertical relief of the constructed reefs using a fathometer after the reef construction has been completed. K. Both the RECIPIENT and its subcontractor shall have on site current nautical charts of the deployment area,with the permitted site indicated on the chart.The proposed patch reef coordinates and the corner coordinates of the reef site will also be in possession of the RECIPIENT's observer and the subcontractor when on site. The RECIPIENT's observer shall also be in possession of a copy of the Army Corps permit for the area where the deployments are taking place. The RECIPIENT shall be responsible for ensuring that all permit condition terms are complied with. L. The selected Contractor shall be prepared to remove any floating debris that might occur during deployment. Having boat hooks, dip nets, and other equipment on board to enable efficient collection of unanticipated floating debris is strongly encouraged. The selected Contractor shall be responsible for ensuring that any floating debris discovered during deployment operations (e.g., Version 1.0—November 2022 Attachment A, Page 12 of 23 3412 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 wood, floating line, aluminum cans, plastic bottles, or other floating materials) shall be collected and transported back to land for proper disposal. M. The RECIPIENT shall ensure that selected Contractor comply with all OSHA and USCG safety requirements, including requiring that all personnel in the construction area during construction operations shall be wearing appropriate hard hats, personal floatation devices, and other personal safety protection equipment. N. The RECIPIENT shall specify that should the selected Contractor fail to provide a safe area for the performance of the work or any portion thereof, the COMMISSION observer shall have the right,but not the obligation,to suspend work in unsafe area. All costs of any nature resulting from the suspension,by whomever incurred, shall be borne by the selected Contractor. 12. POST-DEPLOYMENT SURVEY A. The RECIPIENT will conduct post-deployment bottom surveys of an agreed upon percentage of deployed materials prior to submittal of request for reimbursement'from the COMMISSION using one or more of the following:visual SCUBA assessments,side scan sonar,and/or underwater video equipment. Survey observations to be applied towards financial consequences, in accordance with Table 2, must occur within thirty (30) days (weekends and days with sea conditions incompatible with conducting safe diving/monitoring conditions will be excluded) post-deployment. Upon request and if available, the COMMISSION may; be provide assistance with post-deployment surveys. If the RECIPIENT anticipates needing assistance with post-deployment surveys, the RECIPIENT will discuss this with the COMMISSION during the initial kick-off meeting. The RECIPIENT will notify the COMMISSION of the results of the post-deployment bottom surveys, and provide documentation of any materials observed damaged or misplaced. The RECIPIENT will pay the selected Contractor for compliant materials upon receipt of eligible invoices and after inspection per 215,422, F.S. Written documentation and supporting photos of these post-deployment surveys shall be provided to the RECIPIENT's Grant Manager prior to payment. The following items, at a minimum, will be included in the post-deployment survey conducted by the RECIPIENT or the COMMISSION: 1. Methods: name and type of vessel, anchored or live boated, type of GPS unit(s), divers, and survey methods. 2. Conditions: cloud cover, wind speed and direction, sea conditions, visibility, water temperature,currents. 3. Chronology:dive plan(if applicable),start and end of each dive,dive profile,maximum depth, dive time, distance and bearing searched. 4. Chronology: non-dive survey plan(if applicable),survey method, start and end of each survey, etc. 5. Coordinates: Describe the GPS unit(s) used to navigate to the site (model number). Describe whether differential or WAAS coordinates were recorded. Compare the dive locations to deployment location numbers. How well do they match the published numbers? Version 1.0—November 2022 Attachment A, Page 13 of 23 3413 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 6. Physical observations: Describe the number and size of material observed. What is the proximity of concrete pieces or modules to each other? What percent material was damaged or partially damaged? What is the material orientation?What is the maximum and minimum relief of the site? What is the navigational clearance (depth at the top of the module)?How do these observations compare to the Material Placement Report Form information submittal? 7. Footprint area: Measure the approximate total area covered by each patch reef through standard in situ survey practices or by calculating the cumulative footprint of individual materials of known size. 8. Biological observations: Describe any fish observed, or other general biological observations. 9. Video and photographs: Provide representative still and/or video footage of each deployment location(digital format preferred when available). B. For designed concrete module deployments, the RECIPIENT shall specify a financial consequences schedule as part of their contract with the selected. Contractor, giving the RECIPIENT and COMMISSION the option of reducing payment for any misplaced,disoriented, cracked or broken materials documented during the post-deployment surveys. The RECIPIENT must report financial consequences reduction to the selected Contractor using the assigned unique identifier number within 30 days of material deployment. Claims for financial consequences may only be applied to the "specific materials documented by the RECIPIENT within the 30-day inspection period. Materials not inspected within the 30-day inspection period will not be eligible for financial consequences. Financial consequences may be applied per unit according to the financial consequences schedule (Table 2). Damages can be cumulative; for example, if a unit is found to be lying on its side and was cracked during handling that unit's price will be reduced by 20%.Additional financial consequences criteria may be included by the RECIPIENT but must be approved by the COMMISSION. If materials are assessed financial consequences, the footprint of the damaged materials will not be included in the total allowable footprint. Table 2: Example subcontractor schedule of financial consequences for misplaced,disoriented, cracked or broken designed modules documented during the post-deployment surveys. Example Subcontractor Financial consequences (PER UNIT) Reduction 1 Unit deployed intact but not lying upright 10% 2 Unit cracked during handling but is still intact 10% 3 Unit is broken with up to 10%of the material no longer intact 10% Version 1.0—November 2022 Attachment A, Page 14 of 23 3414 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 4 Unit is broken with up to 20%of the material no longer intact 20% 5 Unit is broken with up to 30%of the material no longer intact 30% 6 Unit is broken with up to 40%of the material no longer intact 40% Unit is broken with more than 40% of the material no longer 100% intact 8 Unit was deployed outside of the permitted area. 100% 13. ALLOWABLE EXPENDITURES ASSOCIATED WITH THE REEF PROJECT A. Funds from this Agreement may be expended on the activities listed pursuant to Chapter 68E- 9.004(l), F.A.C. No more than $2,000,000 or 20% (whichever is less) of project funds granted under the program may be expended for `engineering services'. Any funds required in excess of this amount must be provided by the RECIPIENT. See Chapter 68E-9.004(l)(a), F.A.C. for the definition of `engineering services' and complete list of eligible materials and activities. These allowable `engineering services' expenditures are intended to go towards the planning, management,and framework(staff and equipment)for development of a long-term Monroe County Artificial Reef Program. a. Pursuant to the Reference Guide for State,Expenditures published by the Department of Financial Services and found 1neueW salaries are an allowable expenditure and must be documented via timesheets and payroll register, as outlined in Attachment D, Cost Reimbursement Contract Payment Requirements. B. Engineering activities may include but need not be limited to the following: 1. Pre deployment reef layout,planning and design. 2. Material stability analysis 3. Post deployment mapping of the orientation and position of the reef materials in relation to each other. 4. Observation of deployment operations including observation vessel charter, camera/video media, and duplication. 5. When necessary to assure accurate placement of material, costs of anchors, chain, shackles, temporary buoys, line, etc. Version 1.0—November 2022 Attachment A, Page 15 of 23 3415 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 6. Costs of advertising includes costs associated with all forms of publicity to announce bid specifications and secure vendors. 7. Physical monitoring,mapping, and evaluation of artificial reefs to determine the relative merit of the material and the stability and durability of the artificial reef. 8. Biological monitoring to describe the reef community and track reef community trends; evaluations to compare two or more reefs for purposes of comparing reef biological or physical characteristics. 9. Establishment of a comprehensive Monroe County artificial reef plans to guide local reef development activities. 10. Associated applied research, planning, economic, user, or harvest studies needed to provide documentation for the management direction to be provided in local,regional or state artificial reef plans. 11. Any additional activities not included in items 1-10 above must be approved by the COMMISSION. See Chapter 68E-9.004(1),F,A,C. for additional eligible activities. 14. LIABILITY AND RESPONSIBILITY FOR REEF MATERIALS, A. Upon initiation of the handling and movement of these artificial reef materials by the RECIPIENT's selected Contractor, all liability, risk of loss and responsibility for the safe handling, storage, transportation and deployment of the materials shall be borne by the selected Contractor. This liability, assumption of risk and responsibility shall remain with the selected Contractor until the materials are deployed at the permitted reef site in accordance with the specifications in this Agreement, 15. DELIVERABLES A. Deliverable#1 (Artificial Reef Planning) Development and publishing of a Monroe County Artificial Reef Plan to outline long-term goals and objectives and create a framework for a Monroe County Artificial Reef Program. i. Minimum Level of Performance Identify and characterize different planning regions within Monroe County. Conduct desktop analysis,meet with stakeholders,coordinate with the COMMISSION and agencies to identify program goals and objectives. Summarize existing habitats and existing artificial reefs, describe ecological and socioeconomic context, identify purpose and proposed areas for artificial reef development. ii. Documentation/ Criteria Used as Evidence of Performance Version 1.0—November 2022 Attachment A, Page 16 of 23 3416 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 The Artificial Reef Plan shall include chapters detailing Monroe County's background and demographics, an artificial reef program structure, current status of natural and artificial reefs, goals and objectives, permit plans, artificial reef design, risk mitigation, public information access, environmental assessments, monitoring plan, monitoring methods, and maintenance plans. Interim documentation of deliverable progress shall be documented in monthly progress reports. Final documentation will be submittal of a final copy the Monroe County Artificial Reef Plan. iii. Timeline for Completion The Monroe County Artificial Reef Plan must be completed prior to the grant expiration date. B. Deliverable#2 (Artificial Reef Permitting) i. Minimum Level of Performance Identify specific areas and submit permits for artificial reef construction in the Atlantic Ocean and Gulf of Mexico off Monroe County. ii. Documentation/Criteria Used as Evidence of Performance Interim documentation of deliverable shall be documented in monthly progress reports. Final documentation will be submittal of permit applications drafted and submitted to respective regulatory entities. iii. Timeline for Completion Must be completed prior to the grant expiration date. C. Deliverable#3 (.Artificial Reef Construction) Construction ofmarne artificial reefs will occur by deploying approved artificial reef materials within approved permitted areas in accordance with the written Notice to Proceed issued for each deployment event by the COMMISSION. i. Minimum Level of Performance All materials, placement designs and locations must be reviewed and approved by the COMMISSION. All artificial reef materials must be deployed within the boundaries of the designated permitted areas as determined under Deliverable 1.Artificial reef materials must be deployed in accordance with the specifications in this Agreement and applicable permits. Materials may not be deployed until the RECIPIENT has received a written Notice to Proceed from the COMMISSION. ii. Documentation/Criteria Used as Evidence of Performance Version 1.0—November 2022 Attachment A, Page 17 of 23 3417 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 A Materials Placement Report shall be submitted to the COMMISSION's Project Manager within 30 days of field operations completion. The Materials Placement Report form is available on the COMMISSION's website at: http://www.myfwc.com/artificial reefs. The Materials Placement Report must have a certification signature and reflect an accurate material tonnage for the reef deployed as well as a detailed description of the type,number,dimensions and individual weights of the various sizes of reef materials deployed. This information shall be submitted on the materials placement report. iii. Timeline for Completion All artificial reef construction must be completed prior to the agreement expiration date. Advance planning that avoids dependence on a favorable weather window during the final days of the project is strongly encouraged. All request for bid packages from the RECIPIENT to the selected Contractor must include language that specifies a completion date that ensures all material will be in the water before the agreement expiration date. 16. FINANCIAL CONSEQUENCES A. If the RECIPIENT fails to complete construction before contract expiration specified by the Scope of Work, the budget amount allocated for those materials not yet deployed will be deducted from the RECIPIENT's payment. B. The RECIPIENT will not be eligible for reimbursement until all progress reports have been provided to the satisfaction of the COMMISSION documenting that all work has been completed in accordance with the Scope of Work, and in compliance with all permit conditions. C. If no documentation of financial consequences has been provided to the selected Contractor by the RECIPIENT within the first 30 days of completion of the final deployment then the selected Contractor can assume that all of the materials have been accepted by the RECIPIENT and the selected Contractor may invoice for the full amount of the project. 17. PERFORMANCE ` A. The RECIPIENT agrees to schedule and participate in a kickoff meeting with the COMMISSION no later than 180 days from the grant execution date. The purpose of the meeting will be to discuss in detail the project timeline, artificial reef planning, permitting, reef design and material placement, and address any questions identified by the RECIPIENT or COMMISSION. B. The RECIPIENT agrees to send monthly progress reports to the COMMISSION's Grant Manager. The progress reports shall include construction, monitoring, or programmatic activities that have occurred since the last report, and activities planned until the next report. The RECIPIENT also agrees to meet with the COMMISSION's contract management team each month to discuss the progress and status of the grant. C. The RECIPIENT agrees to provide the COMMISSION with a minimum of five (5) days' notice and continuous notification as each deployment date approaches for any artificial reef construction that occurs as a result of this Agreement. Version 1.0—November 2022 Attachment A, Page 18 of 23 3418 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 D. The RECIPIENT agrees to follow all provisions of Section 379.249, Florida Statutes and Chapter 68E-9, Florida Administrative Code during the term of this Agreement. E. The RECIPIENT agrees to comply with all applicable federal, state, and local statutes, rules and regulations in providing goods or services to the COMMISSION under the terms of this Agreement; including the general and special conditions specified in any permits issued by the Department of the Army Corps of Engineers and/or the Florida,Department of Environmental Protection. The RECIPIENT further agrees to include this as a separate provision in all contracts issued as a result of this Agreement. F. The RECIPIENT agrees to acknowledge the role of the COMMISSION and the State of Florida funding in any publicity related to this Agreement. 18. COST REIMBURSEMENT AND FINANCIAL CONSEQUENCES A. The RECIPIENT shall be compensated on a cost reimbursement basis in accordance with the Cost Reimbursement Contract Payment Requirements as shown in the Department of Financial Services, "Reference Guide for State Expenditures" publication. The cost reimbursement requirements section of the Reference Guide is attached hereto and made apart hereof as Attachment D. 19. INVOICE SCHEDULE A. Invoices may be submitted to the COMMISSION no more frequently than quarterly for reimbursement after successful completion of work associated each deliverable.A final invoice for the final service period for work completed prior to the expiration date must be received by the COMMISSION no later than forty-five days after the agreement expiration to assure availability of funds for payment. 20. TRAVEL EXPENSES A. Reimbursement for travel must be in accordance with Section 112.061,Florida Statutes or local ordinances,which includes submission of the claim on the approved State travel voucher along with supporting receipts and invoices. Allowable travel expenditures include training, conferences and workshops, and required visits for material deployments or site inspections. 21. FORMS AND DOCUMENTATION A. The RECIPIENT shall submit a completed Materials Placement Report form documenting each deployment event along with the invoice and request for payment.The Materials Placement Report form is available on the COMMISSION's website at: www.myfNvc.com/artificialreefs. B. The RECIPIENT shall submit an Excel file listing the coordinates for each deployment location that was provided by the selected Contractor. The Excel file shall provide coordinates in both Decimal Degrees (DD.ddddd) and Decimal Minutes (DD MM.mmm) formats and include, at a minimum,material description, and unique name for each deployment location. Version 1.0—November 2022 Attachment A, Page 19 of 23 3419 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 22. MONITORING SCHEDULE A. The RECIPIENT agrees to allow the COMMISSION to conduct on-site inspections of the artificial reef materials, staging site and construction site before, during, and after the deployment. B. No additional monitoring activities have been identified at this time;however,additional tasks may be identified during the pendency of this agreement. 23. INTELLECTUAL PROPERTY RIGHTS A. See Agreement for applicable terms and conditions related to the intellectual property rights. 24. SUBCONTRACTS A. The use of a vendor registered with the Statewide Negotiated Agreement Price Schedule (SNAPS) does not preclude the RECIPIENT from the requirements of Section 287.057,F.S. B. All procurement specifications must be approved, in writing, in advance by the COMMISSION's Grant Manager,prior to public advertisement or distribution. C. Any request to use a sole source vendor by the RECIPIENT must be requested and justified in writing and approved by the COMMISSION's Grant Manager prior to awarding a sole source subcontract under this Agreement. D. A summary of the vendor replies and recommended Contractor must be sent by the RECIPIENT to the COMMISSION's Grant Manager for written approval prior to the awarding of any subcontracts under this Agreement. E. Subcontracts for offshore transport and placement of artificial reef material shall be prepared such that upon initiation of the handling and movement of these artificial reef materials by the RECIPIENT's selected Contractor, all liability, risk of loss and responsibility for the safe handling, storage, transportation and deployment of the materials shall be borne by the selected Contractor. This liability, assumption of risk and responsibility shall remain with the selected Contractor until the materials are deployed at the permitted reef site in accordance with the specifications in this Agreement. F. A copy of this Agreement should be provided to all selected Contractor's and incorporated by reference in all subcontracts. The RECIPIENT shall require all selected Contractor's to comply with all applicable provisions of this Agreement. G. Any subcontract arrangements must be evidenced by a written document available to the COMMISSION upon request. Copies of any subcontracts must be submitted to the COMMISSION's Grant Manager with the RECIPIENT's invoice for payment. H. Funds from this Agreement may not be expended on selected Contractor training, or parts replacement or repairs to rented or selected Contractor owned equipment. Version 1.0—November 2022 Attachment A, Page 20 of 23 3420 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 25. INSURANCE A. See Agreement for applicable terms and conditions related to insurance. 26. SECURITY AND CONFIDENTIALITY A. See Agreement for applicable terms and conditions related to security and confidentiality. 27. RECORD KEEPING REQUIREMENTS A. See Agreement for applicable terms and conditions related to record keeping requirements. 28. NON-EXPENDABLE PROPERTY A. The RECIPIENT is authorized to use funds provided herein for the purchase of non-expendable property valued at $5,000 or more for performance under this Agreement. Non-expendable property costing $5,000 or more purchased using funds provided herein for purposes of the Agreement shall remain the property of the COMMISSION during the term of this Agreement. The RECIPIENT's Grant Manager shall complete and sign a Property Reporting Form,provided herein as Attachment F,and forward it along with the appropriate invoice to the COMMISSION's Grant Manager. The following terms shall apply: 1. The RECIPIENT shall inventory and maintain property records in accordance with the RECIPIENT's County Asset Management policies. 2. The RECIPIENT shall have use of the non-expendable property for the authorized purposes of the contractual arrangement as long as the required work is being performed. 3. The RECIPIENT is responsible for the implementation of adequate maintenance procedures to keep the non-expendable property in good operating condition. 4. When the non-expendable property purchased is no longer needed, the RECIPIENT will notify the COMMISSION Grant Manager. Unless the COMMISSION determines in writing that there is an absolute and demonstrated need to acquire the property, all non- expendable property purchased under the terms of this Agreement will remain with the RECIPIENT. 29. PURCHASE OR IMPROVEMENT OF REAL PROPERTY A. This Section is not applicable and intentionally left blank. 30. SPECIAL PROVISIONS FOR CONSTRUCTON CONTRACTS A. DRUG-FREE WORKPLACE Version 1.0—November 2022 Attachment A, Page 21 of 23 3421 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 1. Pursuant to Section 440.102(15),F.S.,any construction Contractor regulated under Parts I and 11 of Chapter 489,F.S.,who contracts to perform construction work under a state contract shall implement a drug-free workplace. B. CONTRACTOR ELIGIBILITY 1. Must be on file with the Department of State in accordance with provision of Chapter 607, Florida Statutes,the "Florida Business Corporation Act", ,t:u f1orida.co /). 2. Must not be on the federal debarment list; http://www.dol.gov/ofccp/regs/compliance/Preaward/debarlst.htm 3. Must not be on the state debarment list; tl :// .1::us. :u�1�orl la.co:ul6u.us Ness„ o �a_tion LAB Lte p!,!� si n1o:anat:o i/co, : ✓act ,l suu 1�ended,,,,,,,l�sc� t�.;p::�at �y coi::ll::C11,rots vendor ➢' 4. In accordance with Executive Order 12549,Debarment and Suspension,the RECIPIENT shall agree and certify that neither it, nor its principals, is presently debarred, suspended, proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any Federal department or agency; and, that the RECIPIENT shall not knowingly enter into any lower tier agreement, or other covered transaction, with a person who is similarly debarred or suspended from participating in this covered transaction, unless authorized in writing to the COMMISSION by the federal agency issuing the grant award. As required by sentences 1 and 2 above, the RECIPIENT shall include the language of this section in all subcontracts or lower tier agreements executed to support the RECIPIENT's work under this Agreement, The RECIPIENT shall require all selected contractors on procurement contracts of $100,000 or more to sign the "Certification Regarding Debarments, Suspension" Form (Attachment E). The RECIPIENT shall submit the signed form to the COMMISSION grant manager 5. Must be on file with the Department of State in accordance with provision of Chapter 607, Florida Statutes,the "Florida Business Corporation Act", U;1p:// os.�ruyllorida.com). 6. Must show they are competent and have the necessary resources to fulfill the conditions of the contract. 7. Preferred to have successfully completed at least one artificial reef construction project within the past 5 years, anywhere in the United States. 8. Must provide proof of insurance (in accordance with RECIPIENT liability requirements). 9. The selected Subcontractor shall secure and maintain during the life of this agreement Workers' Compensation insurance, Jones Act insurance, Maritime insurance or appropriate/applicable coverage that acts or serves as "worker's compensation insurance coverage" for all employees employed including supervision, administration and management personnel. In case any work is sublet with the approval of the RECIPIENT, the RECIPIENT shall require the Subcontractor to provide Workers' Compensation insurance for all employees. All Version 1.0—November 2022 Attachment A, Page 22 of 23 3422 Attachment A—SCOPE OF WORK Project Name: Monroe County Artificial Reef Construction 2023- FWC Agreement No. 23132 2024 contractors/subcontractors will submit a copy of their certificate of Worker's Compensation Insurance with their bids. Bids not containing this certification will be cause for rejection of bid. Evidence of such insurance shall be furnished by RECIPIENT not less than ten(10)days prior to the commencement of any and all subcontracted work. 10. The use of a Marine Specialty licensed contractor(Section 489.105, F.S)is not a requirement for professional services pertaining to artificial reef deployment activities during this Agreement. A Marine Specialty Contractor license (Chapter 61G4-15.03 Florida Administrative Code) does not include artificial reefs, and therefore is not a licensing requirement for artificial reef deployment. 11. The Consultants Competitive Negotiation Act,(Section 287.055, F.S.) is not applicable for professional services pertaining to artificial reef planning,procurement, deployment or survey activities during this Agreement. Signed and sealed drawings are not required. C. PAYMENT BOND 1. Pursuant to Chapter 287,F.S.,no payment or surety bond is required for this project. D. PERFORMANCE BOND 1. Pursuant to Chapter 287,F.S.,no performance bond is required for this project. E. CERTIFICATE OF CONTRACT COMPLETION 1. The RECIPIENT will be required to complete a Certificate of Completion form (Attachment G) when all work has been completed and accepted. This form must be submitted to the COMISSION's Grant Manager with the RECIPIENT's invoice for payment to be authorized. The COMMISSION's Grant Manager shall submit the executed form with the invoice to Accounting Services. F. RECIPIENT PAYMENTS TO CONTRACTOR 1. See Agreement for applicable terms and conditions related to RECIPIENT payments to selected Contractor. REST OF PAGE INTENTIONALLY LEFT BLANK Version 1.0—November 2022 Attachment A, Page 23 of 23 3423 Department of Financial Services lazvtszorz o/'Accortntzrz(y czndAztdtltn�; Bztreczzt of'Aztdttzrz�; as ATTACHMENT B AUDIT REQUIREMENTS FOR AWARDS OF STATE AND FEDERAL FINANCIAL ASSISTANCE Ab, as the regulations tc steed therein b are reference Rule 69e(.00 F.A.C. Rule 691 S 001,SFA C., an Not C. , ante, in cor or 'is orm as well Y f P r f I-S.006, c�����s 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awgt � mg Subpart F- � �,,. Audit Requirements, 2018 Edition,and its related Appendix XI, Compliance Supplement,Apra�� � �r��i Nt�2018. The form and regulation can be accessed via the Department of Financial Services'webs ite at l2f ;, crpps,fl saa/. � ,,, The administration of resources awarded by the Florida Fish and Wildlife Conservation Commission to the grantee may be subject to audits and/or monitoring by the Florida Fish and Wildlife Conservation Commission, as described in this section. M0NIT0RII�I In addition to reviews of audits conducted in accordance with 2 CFR 200, Subpart F-Audit Requirements, and section 215.97, Florida Statutes (F.S.), as revised (see AUDITS below), monitoring procedures may include, but not be limited to, on-site visits by the Florida Fish and Wildlife Conservation Commission staff, limited scope audits as defined by 2 CFR §200.425, or other procedures. By entering into this agreement, the grantee agrees to comply and cooperate with any monitoring,procedures or processes deemed appropriate by the Florida Fish and Wildlife Conservation Commission. In the event the Florida Fish and Wildlife Conservation Commission determines that a limited scope audit of the grantee is appropriate,the grantee agrees to comply with any additional instructions provided by the Florida Fish and Wildlife Conservation Commission staff to the grantee regarding such audit. The grantee further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Chief Financial Officer(CFO)or Auditor General. Aub Part L• Federally Funded This part is applicable if the grantee is a state or local,government or a nonprofit organization as defined in 2 CFR§200.90, §200.64,;and §200.70. 1. A grantee that expends $750,000 or more in federal awards in its fiscal year must have a single or program-specific audit conducted in accordance with the provisions of 2 CFR 200, Subpart F-Audit Requirements. EXHIBIT 1 to this form lists the federal resources awarded through the Florida Fish and Wildlife Conservation Commission by this agreement. In determining the federal awards expended in its fiscal year,the grantee shall consider all sources of federal awards, including federal resources received from the Florida Fish and Wildlife Conservation Commission. The determination of amounts of federal awards expended should be in accordance with the guidelines established in 2 CFR§§200.502-503. An audit of the grantee conducted by the Auditor General in accordance with the provisions of 2 CFR§200.514 will meet the requirements of this Part. 2. For the audit requirements addressed in Part I,paragraph 1,the grantee shall fulfill the requirements relative to auditee responsibilities as provided in 2 CFR§§200.508-512. 3. A grantee that expends less than $750,000 in federal awards in its fiscal year is not required to have an audit conducted in accordance with the provisions of 2 CFR 200, Subpart F-Audit Requirements. If the grantee expends less than $750,000 in federal awards in its fiscal year and elects to have an audit conducted in accordance with the provisions of 2 CFR 200, Subpart F -Audit Requirements, DFS-A2-CL Attachment B,Page-1- Rev. 11/18 Rule 69I-5.006,F.A.C. 3424 AUDIT REQUIREMENTS FOR AWARDS OF STATE AND FEDERAL FINANCIAL ASSISTANCE the cost of the audit must be paid from non-federal resources (i.e.,the cost of such an audit must be paid from grantee resources obtained from other than federal entities). Part II: State Funded Note: This part is applicable if the grantee is a nonstate entity as defined by section 2I5.97(2),F 1. In the event that the grantee expends a total amount of state financial assistance equal to or in excess of$750,000 in any fiscal year of such grantee (for fiscal years ending June 30,2017,and thereafter), the grantee must have a state single or project-specific audit for such fiscal year in accordance with section 215.97, F.S.; Rule Chapter 69I-5, F.A.C., State Financial Assistance; and Chapters 10.550 (local governmental entities) and 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. EXMBIT 1 to this form lists the state financial assistance awarded through the Florida Fish and Wildlife Conservation Commission by this agreement. In determining the state financial assistance expended in its fiscal year,the grantee shall consider all sources of state financial assistance, including state financial assistance received from the Florida Fish and Wildlife Conservation Commission, other state agencies, and other nonstate entities. State financial assistance does not include federal direct or pass-through awards and resources received by a nonstate entity for federal program matching requirements. 2. For the audit requirements addressed in Part II, paragraph 1, the grantee shall ensure that the audit complies with the requirements of section 215.97(8), F.S. This includes submission of a financial reporting package as defined by section 215,97(2), F.S., and Chapters 10.550 (local governmental entities) and 10.650 (nonprofit and for-profit organizations),Rules of the Auditor General. 3. If the grantee expends less than $750,000 in state financial assistance in its fiscal year (for fiscal years ending June 30,2017, and thereafter),an audit conducted in accordance with the provisions of section 215.97, F.S., is not required. If the grantee expends less than $750,000 in state financial assistance in its fiscal year and elects to have an audit conducted in accordance with the provisions of section 215.97,F.S.,the cost of the audit must be paid from the nonstate entity's resources(i.e.,the cost of such an audit must be paid from the grantee's resources obtained from other than state entities). Part III: Other Audit Requirements are Note This Part shouTw�/ X ec any additions audit requirements imposed by the state awarding entity that ol�, trey o tha ardina entity's policy(i.e., the audit is not required by.federal or state laws and is � � f � notf� t then fedc� �; rate audit requirements). Pursuant to section 2I5.97(8),F.S.,state agencies may � ttct or arya �f audltti off rnancial assistance that are in addition to audits conducted in accordance with tzon 215.97 F. !/ uch an e� �the state awarding agency must arrange.for.funding the fill full cost of such tional audits. '!%!!' Part IV: Report Submission 1. , Copies of reporting packages for audits conducted in accordance with 2 CFR 200, Subpart F-Audit Requirements, and required by Part I of this form shall be submitted, when required by 2 CFR §200.512, by or on behalf of the grantee directly to the Federal Audit Clearinghouse (FAC) as provided in,2 CFR§200.36 and §200.512. The FAC's website provides a data entry system and required forms for submitting the single audit reporting package. Updates to the location of the FAC and data entry system may be found at the OMB website. 2. Copies of financial reporting packages required by Part II of this form shall be submitted by or on behalf of the grantee directly to each of the following: DFS-A2-CL Attachment B,Page-2- Rev. 11/18 Rule 69I-5.006,F.A.C. 3425 AUDIT REQUIREMENTS FOR AWARDS OF STATE AND FEDERAL FINANCIAL ASSISTANCE :gym The Commission at each of the following addresses: Office of Inspector General Florida Fish and Wildlife Conservation Commission Bryant Building 620 S. Meridian St. Tallahassee, FL 32399-1600 K The Auditor General's Office at the following address: Auditor General Local Government Audits/342 Claude Pepper Building, Room 401 111 West Madison Street Tallahassee, Florida 32399-1450 The Auditor General's website (https://flauditor.gov/) provides instructions for filing an electronic copy of a financial reporting package. 3. Copies of reports or the management letter required by Part III of this form shall be submitted by or on behalf of the grantee directly to: The Commission at each of the following addresses: Office of Inspector General Florida Fish and Wildlife Conservation Commission Bryant Building 620 S. Meridian St Tallahassee, FL 32399-1600 4. Any reports, management letters, or other information required to be submitted to the Florida Fish and Wildlife Conservation Commission pursuant to this agreement shall be submitted timely in accordance with 2 CFR §200.51�2, section 215.97, F.S., and Chapters 10.550 (local governmental entities) and 10.650 (nonprofit'and for-profit organizations), Rules of the Auditor General, as applicable. 5. Grantees, when submitting financial reporting packages to the Florida Fish and Wildlife Conservation Commission for audits done in accordance with 2 CFR 200, Subpart F - Audit Requirements,or,Chapters 10.550(local governmental entities)and 10.650 (nonprofit and for-profit organizations),Rules of the Auditor General, should indicate the date that the reporting package was delivered to the grantee in correspondence accompanying the reporting package. Part V: Record Retention The grantee shall retain sufficient records demonstrating its compliance with the terms of the award(s) and this agreement for a period of at least five years from the date the audit report is issued,and shall allow the Florida Fish and Wildlife Conservation Commission, or its designee,the CFO, or Auditor General access to such records upon request. The grantee shall ensure that audit working papers are made available to the Florida Fish and Wildlife Conservation Commission, or its designee, the CFO, or Auditor General upon request for a period of at least three years from the date the audit report is issued,unless extended in writing by the Florida Fish and Wildlife Conservation Commission. DFS-A2-CL Attachment B,Page-3- Rev. 11/18 Rule 69I-5.006,F.A.C. 3426 AUDIT REQUIREMENTS FOR AWARDS OF STATE AND FEDERAL FINANCIAL ASSISTANCE Note: Records need to be retained.for at least five years to comply with record retention requirements related to original vouchers as prescribed by the Department of State,Division of Library and Information Services,Bureau of Archives and Records Management. DFS-A2-CL Attachment B,Page-4- Rev. 11/18 Rule 69I-5.006,F.A.C. 3427 AUDIT REQUIREMENTS FOR AWARDS OF STATE AND FEDERAL FINANCIAL ASSISTANCE EXMB1T 1 Federal Resources Awarded to the Grantee Pursuant to this Agreement Consist of the Following: Note: the resources awarded to the grantee represent more than one federal program,provide t �If information shown below for each federal program and show total federal resources awarded. ......................... 1. Federal Program A: not applicable 2. Federal Program B: not applicable Compliance Requirements Applicable to the Federal Resources Awarded Pursuant to this Agreement are as Follows: requi I th is or ea h federal progrtamathe same ,l � remen c e manner f resourcespresent more than�� derall last applicable compliance f er as sholtiaa 1. Federal Program A: not applicable 2. Federal Program B: not applicable te: Instead the wn e state mouse language thatare ur s ' g o comp ai ati % euement.b of applicable prvisions of specific laws, f q it y q f pp awarding agency yl elect rules, regulations, etc ample f47"��� lderal Proara" the language may state that the grantee must comply �j b 6 b with specific laws,lru� b lations eh�if tpertains to tz�rrf jhe awarded resources must be used or how eligibility determinatiosmade. The stI �pwarding agency, Tactical may want to attach a copy of the specific i i laws, rules, r e s, etc., referredlli .... g ............ .. .. � State Resources Awarded to the Grantee Pursuant to this Agreement Consist of the Following: Matching Resources for Federal Programs: `e: �thedameinions Tielow for e /� e 'eral program and show total state resources awarded for matching. 1. Federal Program A: not applicable 2. Federal Program B not applicable DFS-A2-CL Attachment B,Page-5- Rev. 11/18 Rule 69I-5.006,F.A.C. 3428 AUDIT REQUIREMENTS FOR AWARDS OF STATE AND FEDERAL FINANCIAL ASSISTANCE Subject to Section 215.97,F.S.: ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... Note: If the resources awarded to the grantee represent more than one state project,provide the same information shown below for each state project and show total state financial assistance awarded that is subject to section 215.97,F.S. 1. State Project A: Florida Artificial Reef Program, CSFA 77-007, $10,000,000 2. State Project B: not applicable Compliance Requirements Applicable to State Resources Awarded Pursuant to this Agreement Are as Follows: Note: List applicable compliance requirements in the same ma> illustrated ab %r federal resources. For matching resources provided by the Department of ABC for fede �, grams, the� ilements might be similar to iiii /%FR the requirements for the applicable federal programs. Also, to t �1 nt th �ferent requirements pertain to different amounts of the non-federal resources, there may be more thcif� ;,zng(i.e., 1, 2, 3, etc.) listed under this category. 1. State Project A: A. Only the goods and/or services described within the attached Agreement and Attachment A Scope of Work are eligible expenditures for the funds awarded. B. All provisions of Section 379.249, Florida Statutes and Rule 68E-9, Florida Administrative Code must be complied with in order to receive funding under this Agreement. C. The Grantee must comply with the requirements of all applicable laws,rules or regulations relating to this artificial reef project. 2. State Project B: not applicable projecl2.t d i�..Ex�l / ovided to the grantee.require that the in ormati�n about ederal programs and state CFR 215.9 f f p g �.�l ,d For questions regards rm DFS A�; ,, contact your FSAA state agency liaison or the Department of Financial // Set vices, Bur eau ofAuthl "r at FSAACcf�MyFloridaCFO.com or(850) 4I3-3060. DFS-A2-CL Attachment B,Page-6- Rev. 11/18 Rule 69I-5.006,F.A.C. 3429 FLORIDA FISH AND WILDLIFE CONSERVATION COMMISSION 1875 ORANGE AVE E r • TALLAHASSEE, FL 32311-6160 (850) 488-6551 Attachment C: Executive Order 20-44 Attestation Form. This form must be returned annually to FWC by April 1 to satisfy the requirements under the Governor's Executive Order Number 20-44, published February 20, 2020. Your attestation is needed for the following information: Legal Name of Organization: IRS Issued Tax IdIDUNS Number: Type of Organization: —Non-Profit—For-Profit_Educational Institution_Local Municipality_Other Service Location for Organization: (city), (county) 1) Does the organization currently receive 50%or more of its budget annually from the State of Florida or from a combination of State and Federal funds? Yes No 2) All compensation must be reported and shall indicate what percent of compensation comes directly from the State or Federal allocations to the Contractor. IF THE ANSWER TO #1 IS YES, please submit the following information to the Contract Manager: a) A copy of the IRS Form 990. b) Documentation showing total compensation—to include salary, bonuses, cashed-in leave, cash equivalents, severance pay, retirement benefits, deferred compensation, real-property gifts, and any other payout for all members of the Contractor's executive leadership team for the past tax year. c) Total compensation amount: $ d) Total number of members: 3) The Contractor shall provide this information on an annual basis to the Contract Manager, along with the requirement to inform the Contract Manager of any changes in total executive compensation between the annual reports. Attestation Statement: As an "Authorized Representative" of the Respondent, I duly attest to the best of my knowledge that all information provided in this questionnaire is accurate and true as presented. I also understand that pursuant to section 287.135, Florida Statutes, the submission of a false certification may be subject to civil penalties, attorney's fees, and/or costs. Contractor/Authorized Representative Signature Printed Name Title 3430 FWC Contract No. 23132 COST REIMBURSEMENT CONTRACT PAYMENT REQUIREMENTS Pursuant to the Reference Guide for State Expenditures published by the Department of Financial Services and found here, invoices submitted for cost reimbursement must be itemized by expenditure category as outlined in the apporoved contract budget.Additionally,the invoice must evidence the completion of all tasks required to be performed for the deliverable and must show that the provider met the minimum performance standards established in the contract. FWC is required to maintain detailed supporting documentation and to make it available for audit purposes. By submission of the payment request, the agency is certifying that the detailed documentation to support each item on the itemized invoice is on file at the agency and is available for audit. FWC is required to maintain the detailed supporting documentation in support of each request for cost reimbursement and to make it available for audit purposes. Documentation for each amount for which reimbursement is being claimed must indicate that the item has been paid. Check numbers may be provided in lieu of copies of actual checks. Each piece of documentation should clearly reflect the dates of service. Only expenditures for the categories in the approved contract budget may be reimbursed.:These expenditures must be allowable (pursuant to law) and directly related to the services being provided. FWC may require more detailed documentation as deemed appropriate to satisfy that the terms of the contract have been met. Listed below are types and examples of supporting documentation: (1) Salaries: Timesheets that support the hours worked on the project or activity must be kept. A payroll register or similar documentation should be submitted and maintained. The payroll register should show gross salary charges, fringe benefits, other deductions and net pay. If an individual for whom reimbursement is being claimed is paid by the hour, a document reflecting the hours worked times the rate of pay will be acceptable. (2) Fringe Benefits: Fringe Benefits should be supported by invoices showing the amount paid on behalf of the employee (e.g„ insurance premiums paid). If the contract specifically states that fringe benefits will be based on a specified percentage rather than the actual cost of fringe benefits,then the calculation for the fringe benefits amount must be shown. Exception: Governmental entities are not required to provide check numbers or copies of checks for fringe benefits. (3) Travel: Reimbursement for travel must be in accordance with Section 112.061,Florida Statutes, which includes submission of the claim on the approved State travel voucher along with supporting receipts and invoices. (4) Other direct costs: Reimbursement will be made based on paid invoices/receipts and proof of payment processing(cancelled/processed checks and bank statements).If nonexpendable property is purchased using state funds,the contract should include a provision for the transfer of the property to the State when services are terminated. Documentation must be provided to show compliance with DMS Rule 60A-1.017, F.A.C., regarding the requirements for contracts which include services and that provide for the contractor to purchase tangible personal property as defined in s. 273.02, F.S., for subsequent transfer to the State. (5) In-house charges: Charges which may be of an internal nature (e.g., postage, copies, etc.) may be reimbursed on a usage log which shows the units times the rate being charged. The rates must be reasonable. (6) Indirect costs: If the contract specifies that indirect costs will be paid based on a specified rate,then the calculation should be shown. Indirect costs must be in the approved agreement budget Cost Reimbursement Contract Payment Requirements August 2020 Page I of 2 3431 FWC Contract No. 23132 and the entity must be able to demonstrate that the costs are not duplicated elsewhere as direct costs. All indirect cost rates must be evaluated for reasonableness and for allowability and must be allocated consistently. For cost reimbursement contracts with another State agency(including State universities): In lieu of the detailed documentation described above,alternative documentation may be submitted to substantiate the costs requested to be reimbursed.This alternative documentation may be in the form of FLAIR reports or other reports containing sufficient detail. REMAINDER OF PAGE LEFT INTENTIONALLY BLANK Cost Reimbursement Contract Payment Requirements August 2020 Page 2 of 2 3432 FWC Agreement No. 23132 Attachment E CERTIFICATION REGARDING DEBARMENTS, SUSPENSION,INELIGIBILITY AND VOLUNTARY EXCLUSION-LOWER TIER FEDERALLY FUNDED TRANSACTIONS Required for all contractors and subcontractors on procurement(vendor) contracts of$100,000 or more, and for all contracts and grants with sub-recipients regardless of amount,when funded by a federal grant. 1. The undersigned hereby certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 2. The undersigned also certifies that it and its principals: (a) Have not within a three-year period preceding this response been convicted of or had a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State anti-trust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property. (b) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph 2.(a) of this Certification; and (c) Have not within a three-year period preceding this certification had one or more public transactions (Federal, State or local)terminated for cause or default. 3. Where the undersigned is unable to certify to any of the statements in this certification, an explanation shall be attached to this certification. Dated this day of 20 By: Authorized Signature/Contractor Typed Name/Title Grantee Name/Contractor Name Street Address Building, Suite Number City/State/Zip Code Area Code/Telephone Number debar.226/rev.12/00 Ver. December 2013 Attachment E, Page 1 of 2 3433 FWC Agreement No. 23132 INSTRUCTIONS FOR CERTIFICATION REGARDING DEBARMENT, SUSPENSION,INELIGIBILITY AND VOLUNTARY EXCLUSION- LOWER TIER FEDERALLY FUNDED TRANSACTIONS 1. By signing and submitting this form,the certifying party is providing the certification set out below. 2. 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 certifying party knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Florida Fish and Wildlife Conservation Commission (FWC) or agencies with which this transaction originated may pursue 'available remedies, including suspension and/or debarment. 3. The certifying parry shall provide immediate written notice to the person to which this contract is submitted if at any time the certifying party learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, 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. You may contact the person to which this contract is submitted for assistance in obtaining a copy of those regulations. 5. The certifying party agrees by submitting this contract that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier contract, or other covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the FWC or agency with which this transaction originated. 6. The certifying party further agrees by executing this contract that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all contracts or lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. 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 Nonprocurement List(Telephone No.,(202) 501-4740 or(202) 501-4873.) 8. Nothing contained in the foregoing shall be construed to require establishment of a 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. 9. 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 other remedies available to the Federal Government, the FWC or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. debar.226/rev.12/00 Ver. December 2013 Attachment E, Page 2 of 2 3434 cn co �. 0 J z a� � E Lu �. in a) cn 00 Co CoCo U17 ; 0) LL N LL N CL Cal a) z o — -0 N O N co cu LLo con CL O W Q co W N U � O � .. cn zw E � � c W a � Co w0 0) 0 co H d 0 0 Q l 2U N -0 CL \ LL M co z i a� >, O N w CV �' N i ~ H --� O a� o Q W O co z L U � F 0 J LU -0U W > w co J O co co w s z J U O o U (7 • • .� LL a CL N W V,z— W o a� z U- v c p y U> U LU O o f � Z Z LL o 2 00 O © m cowF- Q oU U o p y j 0 O OLL �� d Q z O c UO co Q z a co E aa) p zO a a, co n Q �� V z E O U© �} � a� U sz J � N z co N co o , H o � W 0- L �CL Lul (�FOO/Prill f' Z 2 a w 0 >, a 'I - U W U c=n N U L cn = ca 0 LL L � 0 0 0°) 0 � b � W U L o LU aLU DCL a o 0 0 a C� sz U Z F- a O Q � Qz Q0 F- � z 0 0 a F � 0 v, U z U Q W �° U 0 J co ^ 0 0 V o Q U W ~ 0 0 ~ d Z W e 2 W z O Q co Z E co a 0- LL Ua) Co z U U co UU co LL o LL LL 3435 Attachment G FWC-23132 r FL FISH AND WILDLIFE CONSERVATION COMMISSION DIVISION OF MARINE FISHERIES MANAGEMENT ARTIFICIAL REEF PROGRAM CERTIFICATION OF COMPLETION " I, (Printed Name and Title) representing (Name of Grantee) do hereby certify that the artificial reef project funded by Grant Number FWC - has been completed in compliance with all terms and conditions of said Grant Agreement. (Signature) (Date) Rev. 12/2013 3436 Attachment F, Page 1 of