262836KR_-_Grant_Terms_and_Conditions.pdf

Attachment A

GRANT FUNDED PROCUREMENT TERMS AND CONDITIONS

For purposes of this Attachment, the terms “Contract” and “Agreement,” shall be interchangeable, and the terms “Consultant”, “Contractor” and “Company,” shall be interchangeable.

Note: references to Project herein shall be deemed a reference to the services provided under the contract.

This project is funded in whole or in part by Fire Prevention and Safety (FP&S) Grant funding through the U.S. Department of Homeland Security’s (DHS) Federal Emergency Management Agency (FEMA). The Vendor agrees as applicable and stated within this solicitation package.

2 CFR PART 200 UNIFORM GUIDANCE CONTRACT PROVISIONS

1. Breach of Contract

Contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C.

1908, currently set at $350,000 must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms and provide for such sanctions and penalties as appropriate. (Contracts for more than the simplified acquisition threshold, currently set at $350,000)

A. To the extent Chapter 558, F.S. is applicable, the parties expressly opt out of the requirements of Chapter 558, F.S., within the meaning of §558.005(1), F.S.

B. In the event of a dispute or claim arising out of this Agreement, the parties agree first to try in good faith to settle the dispute by direct discussion. If this is unsuccessful, the parties may enter into mediation in Sarasota County, Florida, with the parties sharing equally in the cost of such mediation.

C. In the event mediation, if attempted, is unsuccessful in resolving a dispute, the parties may proceed to litigation as set forth below.

D. Any dispute, action or proceeding arising out of or related to this Agreement will be exclusively commenced in the state courts of Sarasota County, Florida, or where proper subject matter jurisdiction exists in the United States District Court for the Middle District of Florida. Each party irrevocably submits and waives any objections to the exclusive personal jurisdiction and venue of such courts, including any objection based on forum non conveniens.

E. The parties hereby waive all rights to trial by jury for any litigation concerning this Agreement.

F. This Agreement and the rights and obligations of the parties shall be governed by the laws of the State of Florida without regard to its conflict of laws principles.

G. Unless otherwise agreed in writing, the Vendor shall be required to continue all obligations under this Agreement during the pendency of claim or dispute including, but not limited to, actual period of mediation or judicial proceedings

2. Termination

All contracts in excess of $10,000 must address termination for cause and for convenience by the non- Federal entity including the manner by which it will be affected and the basis for settlement. (Contracts in excess of $10,000)

A. The County shall have the right at any time upon written notice to the Vendor to terminate the purchase of any products not yet supplied by the date of the notice. In that event, the County shall, upon receipt of the written notice, pay to the Vendor and the Vendor shall accept as full payment, a sum of money equal to (1) the fee for each properly delivered product, plus (2) the actual amount of any true and documented costs Vendor incurs as a direct result of the termination, less (3) all previous payments made in accordance with Section III of the Sarasota County Purchasing Agreement standard template .

B. The County shall have the right at any time upon thirty (30) calendar days’ written notice to the Vendor to terminate the services of the Vendor. The County shall pay to the Vendor and the Vendor shall accept as full payment for its services, a sum of money equal to the work completed in any commenced but incomplete services.

C. Any failure of the Vendor to satisfy the requirements of this Agreement, as documented by the Administrative Agent, shall be considered a default of the Agreement and sufficient reason for termination. 1. For defaults that are curable (as determined by the County), the Vendor shall be notified in writing by the County and shall have an opportunity to cure such default within ten (10) working days after notification. 2. For defaults that are not curable (as determined by the County), notice of the termination date shall be given as deemed appropriate by the County.

D. In the event the County’s termination of this Agreement for default is in any way deficient, at the option of the County such termination shall be deemed to be a termination for convenience pursuant to this section.

E. The parties may mutually agree to terminate this Agreement. Such termination shall be evidenced by a notice issued by the County. The County shall pay to the Vendor and the Vendor shall accept as full payment for its services, a sum of money equal to the work completed in any commenced but incomplete services.

F. In the event that the Vendor has abandoned performance under this

Agreement, then the County may terminate this Agreement upon three

(3) calendar days’ written notice to the Vendor indicating its intention to do so. Payment for products supplied and services performed prior to the Vendor’s abandonment shall be as stated above. Vendor shall have one hundred and eighty (180) days to submit invoices. Invoices submitted after one hundred and eighty (180) days may not be accepted for payment.

G. The Vendor shall have the right to terminate this Agreement only in the event of the County failing to pay the Vendor’s properly documented and submitted invoice within ninety (90) calendar days of the approval by the County’s Administrative Agent.

H. The County reserves the right to terminate and cancel this Agreement in the event the Vendor shall be placed in either voluntary or involuntary bankruptcy or an assignment be made for the benefit of creditors.

I. After consultation with and written notice to the Vendor providing a reasonable opportunity to cure, the County shall have the right to refuse to make payment, in whole or part, due to:

1. The quality of a portion, or all, of the Vendor’s product or service not conforming to the requirements of this Agreement or other reasonable standard of quality;

2. The Vendor’s inability to complete delivery or performance of all products and services specified hereunder;

3. The Vendor’s failure to use the Agreement funds, previously paid the

Vendor by the County, to pay Vendor’s project-related obligations including, but not limited to, subcontractors, laborers and material and equipment suppliers;

4. Claims made, or likely to be made, against the County, or its property;

5. Damages to the County or a third party caused by the Vendor;

6. The Vendor’s failure or refusal to perform any other obligation under this Agreement after written notice and a reasonable opportunity to cure as set forth above.

J. The County reserves the right to require Vendor to repay amounts previously paid by the County to the Vendor due to reasons stated within the issued purchase agreement and the Vendor shall comply with such demand within the number of days, as stated in the purchase agreement.

K. The County’s rights under this Agreement shall survive the termination or expiration of this Agreement and are not waived by final payment or acceptance and are in addition to the Vendor’s obligations under this Agreement.

3. Rights to Inventions Made Under a Contract or Agreement If the Federal award meets the definition of “funding agreement” under 37C.F.R. § 401.2(a) and County enters into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, development, or research work utilizing DHS FEMA Funding, the County will comply with requirements of 37 CFR Part 401 “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts, and Cooperative Agreements, and any implementing regulations issued by the Department of Homeland Security and Federal Emergency Management Agency.

4. Debarment and Suspension (Executive Orders 12549 and 12689) A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide Excluded Parties List System in the System for Award Management (SAM), https://www.sam.gov, in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1986 Comp., p. 189) and 12689 (3 CFR Part 1989 Comp., p. 235), “Debarment and Suspension.” The Excluded Parties List System in SAM contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.) . (Contracts, subcontracts of amounts in excess of $25,000)

Separate Government Wide Debarment and Suspension certification included for signature

5. Byrd Anti - Lobbying Prohibitions Compliance with the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award of $100,000 or more must file the required certification.

Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.

Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

Compliance with 6 C.F.R. Part 9 – No funds from a Federally funded project may be https://www.sam.gov/ expended by the Contractor to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the following covered Federal actions: the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. The Contractor shall file a certification that the Contractor has not made, and will not make, any payment prohibited by 6 C.F.R. Part 9 as set forth above.

Separate Lobbying Certification included for signature

6. Procurement of Recovered Materials

(2 CFR §200.323)

In the performance of this contract, the Contractor must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 as amended, 42 U.S.C. 6962. The requirements of Section 6002 include procuring only items designated in the guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

7. Prohibition On Certain Telecommunications and Video Surveillance

Services or Equipment (2 CFR §200.216; Public Law 115-232, Section 889; 2 CFR §200.471)

(a) Definitions. As used in this clause, the terms backhaul; covered foreign country; covered telecommunications equipment or services; interconnection arrangements; roaming; substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds for Covered Telecommunications Equipment or Services (Interim), as used in this clause—

(b) Prohibitions.

(1) Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. No. 115- 232, and 2 C.F.R. § 200.216 prohibit the head of an executive agency on or after Aug.13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons.

(2) Unless an exception in paragraph (c) of this clause applies, the contractor and its subcontractors may not use funds from this contract funded by the Department of Homeland Security, Federal Emergency Management Agency to:

i. Procure or obtain any equipment, system, or service that uses https://www.ecfr.gov/current/title-40/part-247 covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system;

ii. Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system;

iii. Enter into, extend, or renew contracts with entities that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system; or

iv. Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.

(c) Exceptions.

(1) This clause does not prohibit contractors from providing—

i. A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

ii. Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(2) By necessary implication and regulation, the prohibitions also do not apply to:

i. Covered telecommunications equipment or services that: i. Are not used as a substantial or essential component of any system;

and ii. Are not used as critical technology of any system.

ii. Other telecommunications equipment or services that are not considered covered telecommunications equipment or services.

(d) Reporting requirement.

(1) In the event the contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the contractor is notified of such by a subcontractor at any tier or by any other source, the contractor shall report the information in paragraph (d)(2) of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information.

(2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause:

i. Within one business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

ii. Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments.

8. Domestic Preference for Procurements (2 CFR 200.322)

(a) As appropriate and to the extent consistent with law, Contractor should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts including all contracts and purchase orders for work or products under this contract.

(b) For purposes of this section:

(1) “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.

(2) “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.

9. Contracting with small business, minority businesses, women’s business enterprise, veteran-owned businesses, and labor surplus area firms (2

CFR §200.321)

The Contractor, if subcontracts are to be let, when possible, ensure that small businesses, minority businesses, women’s business enterprises, veteran-owned businesses, and labor surplus area firms are considered as set forth below. Such consideration means:

(a) These business types are included on solicitation list;

(b) These business types are solicited whenever they are deemed eligible as potential sources;

(c) Dividing procurement transactions into separate procurements to permit maximum participation by these business types;

(d) Establishing delivery schedules (for example, the percentage of an order to be delivered by a given date of each month) that encourage participation by these business types;

(e) Utilizing organizations such as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and

(f) Requiring the subcontractor, if further subcontracts are to be let, to apply this section to all subcontracts.

10. Federal Regulations These Terms and Conditions shall be read to be consistent with state and federal law, as may be amended. If any federal regulations or Executive Orders cited herein are superseded, amended, rescinded, overturned, revoked, or otherwise deemed invalid, those federal regulations or Executive Orders shall automatically be stricken from this Attachment A Grant Funded Procurement Terms and Conditions with no further action required by the Parties. The remainder of the Attachment A Grant Funded Procurement Terms and Conditions shall not be affected thereby, and all other parts of this shall nevertheless be in full force and effect.

DEPARTMENT OF HOMELAND SECURITY FEDERAL EMERGENCY

MANAGEMENT ADMINISTRATION (FEMA) REQUIRED CONTRACT

PROVISIONS:

1. Access and Retention of Records The Contractor will make available to the County, U.S. Department of Homeland Security, Office of Inspector General and the Government Accountability Office any documents, papers, or other records, including electronic records, of the contractor that are pertinent to this contract, in order to make audits, investigations, examinations, excerpts, transcripts, and copies of such documents. This right also includes timely and reasonable access to the contractor’s personnel for the purpose of interview and discussion related to such documents. This right of access shall continue for a period of five years after completion of project and final payment by the County.

The Contractor is required to retain financial records, supporting documents, statistical records, and all other non-Federal entity records pertinent to this contract and must be retained for a period of five years from the completion of the project and final payment by the County.

Unless any litigation, claim, or audit is started before the expiration of the 5-year period, the records must be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken.

The County, U.S. Department of Homeland Security, Office of Inspector General and the Government Accountability Office shall have the right during normal business hours to conduct announced and unannounced onsite and offsite physical visits of

Contractors corresponding to the duration of their records retention obligation.

2. Department of Homeland Security (DHS) Seal, Logo, and Flags – The contractor must obtain written permission from the County prior to using the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials.

This includes use of DHS component (e.g., FEMA, CISA, etc.) seals, logos, crest, or reproductions of flags, or likeness of component officials.

3. Compliance with State, Local and Federal Requirements This is an acknowledgement that FEMA financial assistance may be used to fund all or a portion of the contract. The contractor and all subcontractors must comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives.

4. No Obligation by Federal Government The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract.

5. Program Fraud and False or Fraudulent Statements or Related Acts The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor’s actions pertaining to this contract.

6. Prohibitions on Discrimination Projects utilizing Federal Financial Assistance must comply with the requirements of the Age Discrimination Act of 1975, Americans with Disabilities Act of 1990, the Civil Rights Act of 1964 – Title VI, Education Amendments of 1972 (Equal Opportunity in Education Act)- Title IX, and the Civil Rights Act of 1968, which prevent discrimination on the basis of age, disability, race, color, national origin, religion, familial status, or sex.

7. Whistleblower Protections The Contractor is prohibited from taking certain actions against an employee for disclosures of information that the employee reasonably believes are evidence of gross mismanagement of this contract, gross waste of Federal funds, or a violation of Federal law related this this contract.

The Contractor shall inform its employees in writing of the rights and remedies provided under 41 U.S.C. 4712, in the predominant native language of the workforce.

STATE OF FLORIDA CONTRACT PROVISIONS

1. Human Trafficking (FS 787.06) Beginning July 1, 2024, when a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services as defined in this section of the Florida Statutes.

Successful Contractor will be required to sign a Human Trafficking Attestation at contract.

2. Contracting with Entities of Foreign Concern (FS 287.138) Beginning January 1, 2024, a governmental entity may not accept a bid on, a proposal for, or a reply to, or enter into, a contract with an entity which would grant the entity access to an individual’s personal identifying information unless the entity provides the governmental entity with an affidavit signed by an officer or representative of the entity under penalty of perjury attesting that the entity does not meet any of the criteria listed below.

(a) The entity is owned by the government of a foreign country of concern;

(b) The government of a foreign country of concern has a controlling interest in the entity; or

(c) The entity is organized under the laws of or has its principal place of business in a foreign country of concern.

Separate Foreign Country of Concern Attestation Included for Signature