Agreement_.pdf

THIS SUBRECIPIENT AGREEMENT (“Agreement”) is made and entered into on this day of , 20___ (the “Effective Date”), by and between the City of St. Petersburg, Florida (“City”) and ________________ (the “Sub-recipient”) (each a “Party” and collectively, the “Parties”).

WITNESSETH:

NOW, THEREFORE, in consideration of the promises and covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. Purpose of Agreement. The purpose of this Agreement is for the City to provide a subaward to Sub-recipient of the Coronavirus Local Fiscal Recovery Fund established under the American Rescue Plan Act of 2021 (“ARPA”) for Sub-recipient to perform and complete the project more particularly described in Exhibit A, “Project”. The Sub-recipient agrees to perform and complete the Project in a satisfactory, timely and proper manner in accordance with all applicable Laws (as hereinafter defined) and the terms and conditions of this Agreement.

2. Agreement Components. The agreement components are this Agreement, the exhibits attached to this Agreement, and the following documents, which are made a part hereof by reference (“Other Documents”):

(i) ______________________________ (“Document 1”)

(ii) ______________________________ (“Document 2”)

In the event of an inconsistency or conflict between or among the documents referenced in this Agreement, the following order of precedence governs: (i) this Agreement, exclusive of its exhibits, (ii) the exhibits to this Agreement, and (iii) the Other Documents.

3. Term of Agreement. The term of this Agreement shall commence on the Effective Date and terminate on ______________ (“Term”), unless this Agreement is earlier terminated as provided for herein.

4. Project Funding and Budget.

a. Payment. The City shall pay to the Sub-recipient, on a reimbursement basis, pursuant to the project budget (“Project Budget”) set forth in Exhibit B, an amount not to exceed _______________ ($_______) (“Maximum Amount”) for the Sub-recipient’s performance and completion of the Project.

The Sub-recipient is responsible for all costs required to complete the Project that exceed the Maximum Amount. The City will have no responsibility for any Project costs in excess of the Maximum Amount.

b. Eligible Costs. Reimbursement provided by the City pursuant to this Agreement will only be available during the Term for eligible costs identified in the Project Budget and in accordance with applicable Laws. Subrecipient acknowledges and agrees that eligible costs are determined by applicable Laws, including, but not limited to the Final Rule RIN 1505-AC77 implementing the Coronavirus Local Fiscal Recovery Fund established under the American Rescue Plan Act, released by the U.S. Department of the Treasury on January 6, 2022, as it may be amended, supplemented and updated from time to time.

Subrecipient is responsible for all costs not eligible for reimbursement as determined by applicable Laws or this Agreement (“Ineligible Costs”). The City will have no responsibility or liability whatsoever for any Ineligible Costs.

c. Disbursement of Funds. The City will provide funds to the Sub-recipient in accordance with the Project Budget.

i. Disbursement of funds will be made on a reimbursement basis after the City's review and approval of documentation that evidences payment of expenditures. Requests for reimbursement shall include an invoice and supporting documentation for the period of work being billed that are acceptable to the City. The Sub-recipient shall use the format for the invoice that is approved by the City. Approved invoice formats are found in Exhibit C, Project Invoice Form. Invoices shall be submitted by the Sub-recipient in detail sufficient for a proper pre-audit and post-audit based on the quantifiable, measurable and verifiable units of deliverables identified in Exhibit A.

ii. All reimbursement requests shall include the following for each expenditure item listed in the Project Budget, and any other information deemed necessary by the City (in its discretion), prior to each disbursement:

a) a copy of invoices with date of service or for purchase of eligible items. For material and supplies purchased, if applicable, the invoice or cash register receipt must have a description of each item for which reimbursement is requested and must be legible;

b) a copy of canceled checks or proof of electronic payment from Sub-recipient. For an item to be approved for reimbursement, the name of the vendor on a canceled check or electronic payment proof must match the name of the vendor on the corresponding invoice; and

c) a copy of signed time sheets and payroll documentation (in paper or electronic format acceptable to the City) for salary costs, if applicable.

iii. Reimbursement requests shall be made by the Sub-recipient during the first five (5) days of any given calendar month in which the request is made. All requests for payment made after the fifteenth day of the month will be held for processing until the next month.

iv. The Sub-recipient agrees (i) not to expend funds received under this Agreement for items which are not set forth in the Project Budget and (ii) not to expend funds in a total amount which exceeds the corresponding dollar value for any items in the Project Budget. The Mayor (or his designee) and the Sub-recipient may mutually agree in writing to make changes to the Project Budget in a manner determined to be reasonably necessary to maximize the value of the Project (e.g. by increasing the amount for one item in the Project Budget and making a corresponding reduction in the amount for another item in the Project Budget), provided that such changes do not result in an increase to the Maximum Amount. If the Mayor (or his designee) and the Sub-recipient mutually agree in writing to change the Project Budget and such change does not result in an increase to the Maximum Amount, such written document will be attached to Exhibit B and such exhibit will be deemed amended accordingly.

d. No Federal Obligation. This Agreement is financed by federal funds. However, payments to the Sub-recipient will be made by the City. The United States is not a party to this Agreement and no reference in this Agreement, to the United States, federal government of the United States or any representatives of the federal government makes the United States a party to this Agreement.

e. Subaward Contingent on Federal Funding. The Sub-recipient acknowledges and agrees that the City’s payment of funds under this Agreement is contingent on the City receiving the funds from the federal government of the United States. If, for any reason, the federal government of the United States reduces the amount of federal funds available for this subaward, or otherwise fails to pay part of the cost or expense of the Project in this Agreement, including Exhibit B, only outstanding incurred costs within the limits of federal government of the United States provided financial assistance shall be eligible for reimbursement and the subrecipient will be responsible for any outstanding incurred costs outside of the limits of the financial assistance provided by the federal government of the United States.

f. Repayment of Funds. If, after the City’s disbursement of funds, the Sub-recipient fails to comply with any of the terms and conditions of this Agreement and such noncompliance continues for ten

(10) days after written notice thereof from the City, the City may, in its sole and absolute discretion, require the Sub-recipient to repay all or any portion of the funds to the City within thirty (30) days after written notice from the City to repay the funds.

g. Return of Unexpended Funds. The Sub-recipient shall return to the City all funds granted by the City under this Agreement that have not been expended for Project activities during the Term of this Agreement.

5. Records.

a. Project Costs. Sub-recipient shall prepare in accordance with generally accepted accounting practice and shall keep, at the address for delivery of notices set forth in this Agreement, accurate books of account. All books and records with respect to this Agreement must be kept by Sub-recipient and must be open to examination or audit by the City and the federal government of the United States for the longer of the following: (i) the Term of this Agreement, (ii) the retention periods set forth in the most recent General Records Schedule GS1-SL for State and Local Government Agencies, or (iii) the period set forth in the City’s U.S. Department of the Treasury Local Fiscal Recovery Fund Award Terms and Conditions (which are attached hereto as Exhibit D). Nothing herein may be construed to allow destruction of records that may be required to be retained longer by applicable Laws. If any litigation, claim, or audit is started before the expiration of the required retention period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved.

b. Reports. The Sub-recipient shall submit to the City such data, reports, records, contracts and other documents relating to the Project as the City or federal government of the United States may require, including any documents described in Exhibit A to this Agreement. Sub-recipient will comply with all sub-recipient reporting requirements, as outlined in this Agreement, and more broadly outlined in U.S. Department of the Treasury’s Compliance and Reporting Guidance, first published June 17, 2021, and as amended. Required reporting items are listed in Exhibit E, Quarterly Project and Expenditure and Recovery Plan Performance Reports. The City may change the reporting format at any time during the Term in its sole discretion. Sub-recipient shall submit to the City quarterly reports due on or before the due dates listed in the table below.

Quarterly Report Periods and Due Dates

Report Year Quarter Period Covered Due Date

1 2024 1 Grant start date - 03/31

4/15/2024

2 2024 2 04/01 - 06/30 7/15/2024 3 2024 3 07/01 - 09/30 10/15/2024

4 2024 4 10/01 - 12/31 1/15/2025 5 2025 1 01/01 - 03/31 4/15/2025 6 2025 2 04/01 - 06/30 7/15/2025 7 2025 3 07/01 - 09/30 10/15/2025 8 2025 4 10/01 - 12/31 1/15/2026 9 2026 1 01/01 - 03/31 4/15/2026 10 2026 2 04/01 - 06/30 7/15/2026 11 2026 3 07/01 - 09/30 10/15/2026 12 2026 4 10/01 - 12/31 1/15/2027

c. Federal Record Retention Requirements. The Sub-recipient agrees to maintain property records, conduct physical inventories and develop control systems as required by 2 CFR Part 200, when applicable. In addition to any other record retention requirements set forth in this Agreement, the Sub-recipient shall comply with the record retention requirements of 2 CFR 200.333, as amended or replaced from time to time.

6. Audits. The administration of resources awarded through the City to the Sub-recipient by this Agreement may be subject to audits and/or monitoring by the City. The Sub-recipient shall provide an independent audit of all Project books, records and information by a Certified Public Accountant upon request by the City, at no cost to the City, within ninety (90) days of such request. Additionally, Sub-recipient is a non-Federal entity as defined by 2 C.F.R. Part 200, Subpart F as a subrecipient of a Federal award and is therefore subject to the requirements of 2 CFR Part 200 Subpart F, Audit Requirements.

Without limiting the generality of the foregoing, in the event the Sub-recipient expends a total amount of Federal awards equal to or in excess of the threshold established by 2 CFR Part 200, Subpart F – Audit Requirements, the Sub-recipient must have a Federal single or program-specific audit for such fiscal year conducted in accordance with the provisions of 2 CFR Part 200, Subpart F – Audit Requirements. Exhibit F, Federal Financial Assistance (Single Audit Act) to this Agreement identifies the Federal resources awarded through the City by this Agreement.

7. Termination and Suspension.

a. Termination for Cause. If, through any cause, the Sub-recipient shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the Sub-recipient shall violate any of the covenants, conditions or stipulations of this Agreement, the City will thereupon have the right to immediately terminate this Agreement by giving notice to the Sub-recipient of such termination. Further, if the Sub-recipient uses any funds provided by this Agreement for any purpose or expense other than authorized under this Agreement, the sub-recipient shall repay such amount and be deemed to have waived the privilege of receiving additional funds under this Agreement. Notwithstanding the foregoing, the Sub-recipient shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Agreement by the Sub-recipient. In addition to the City’s other rights and remedies and without limiting such other rights and remedies, the City may withhold any payments to the Sub-recipient equal to the amount of damages incurred by the City as a result of the Sub-recipient’s breach. If the amount of damages incurred by the City cannot immediately be determined, the City may withhold any payments to the Sub-recipient equal to the estimated damages incurred by the City until such time as the exact amount of damages due the City from the Sub-recipient is determined.

b. Termination for Convenience. This Agreement may be terminated at any time by the City for convenience upon thirty (30) days written notice to the Sub-recipient.

8. Contracts of the Sub-recipient. The disbursement of funds to third parties (whether as a subaward or to a contractor or beneficiary) in connection with the performance and completion of the Project by Sub-recipient under this Agreement is permitted; provided, however, that the Sub-recipient may not enter into any lower tier third party contract, including any subaward agreement, financed in whole or in part with financial assistance under this Agreement without the prior written approval of the City. Sub-recipient shall be solely responsible for ensuring that any person or entity receiving a subaward of the financial assistance provided hereunder (“Sub-subrecipient”) and any contractor hired or used by Sub-recipient in connection with the performance and completion of the Project (“Sub-recipient Contractor”) act in a manner consistent with and in accordance with the terms and conditions of this Agreement and applicable Laws, including, but not limited to, all Coronavirus Local Fiscal Recovery Fund grant program guidance (i.e., the Final Rule RIN 1505-AC77 implementing the Coronavirus Local Fiscal Recovery Fund established under the American Rescue Plan Act, Coronavirus State and Local Fiscal Recovery Fund Compliance & Reporting Guidance, and any other guidance documents published by the U.S. Treasury regarding implementation of the Coronavirus Local Fiscal Recovery Fund). Sub-recipient shall include in each agreement financed in whole or in part with financial assistance under this Agreement all contract provisions required by applicable Laws. Sub-recipient shall require every Sub-subrecipient and every Sub-recipient Contractor to defend and indemnify the Indemnified Parties to the same extent as Sub-recipient and obtain and maintain the same types and amount of insurance as Sub-recipient is required to obtain and maintain, including naming the Indemnified Parties as additional insureds under such policies.

9. Indemnification.

a. Sub-recipient shall defend at its expense, pay on behalf of, hold harmless and indemnify the

City, its officers, employees, agents, elected and appointed officials and volunteers (collectively, “Indemnified Parties”) from and against any and all claims, demands, liens, liabilities, penalties, fines, fees, judgments, losses and damages (collectively, “Claims”), whether or not a lawsuit is filed, including, but not limited to Claims for damage to property or bodily or personal injuries, including death at any time resulting therefrom, sustained by any persons or entities; and costs, expenses and attorneys’ and experts’ fees at trial and on appeal, which Claims are alleged or claimed to have arisen out of or in connection with, in whole or in part, directly or indirectly:

(i) The performance of this Agreement (including any amendments thereto) by Sub-recipient, its employees, agents, representatives, contractors, subcontractors, consultants or sub-consultants; or

(ii) The failure of Sub-recipient, its employees, agents, representatives, contractors, sub-contractors, consultants or sub-consultants to comply and conform with applicable Laws (as defined herein); or

(iii) Any negligent act or omission of Sub-recipient, its employees, agents, representatives, contractors, subcontractors, consultants, or subconsultants, whether or not such negligence is claimed to be either solely that of Sub-recipient, its employees, agents, representatives, contractors, subcontractors, consultants or subconsultants or to be in conjunction with the claimed negligence of others, including that of any of the Indemnified Parties; or

(iv) Any reckless or intentional wrongful act or omission of Sub-recipient, its employees, agents, representatives, contractors, subcontractors, consultants or sub-consultants; or

(v) Sub-recipient’s failure to maintain, preserve, retain, produce, or protect records in accordance with this Agreement and applicable Laws (including but not limited to Florida laws regarding public records).

b. The provisions of this paragraph are independent of, and will not be limited by, any insurance required to be obtained by Sub-recipient pursuant to this Agreement or otherwise obtained by Sub-recipient, and the provisions of this paragraph survive the expiration or earlier termination of this Agreement with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

10. Insurance.

a. Sub-recipient shall maintain the following minimum types and amounts of insurance throughout the term of this Agreement at its own expense:

(i) Commercial general liability insurance in an amount of at least One Million Dollars

($1,000,000) per occurrence, Two Million Dollars ($2,000,000) aggregate in occurrences form. This policy must include coverage bodily injury, property damage, personal and advertising injury, products and completed operations, and contractual liability under this Agreement.

(ii) Commercial automobile liability insurance of $1,000,000 combined single limit covering all owned, hired and non-owned vehicles.

(iii) Workers’ Compensation insurance as required by Florida law and Employers’

Liability Insurance in an amount of at least $100,000 each accident, $100,000 per employee, and $500,000 for all diseases.

(iv) Fidelity/Crime insurance with a minimum limit of $1,000,000, including first and third party coverage for employee theft, computer fraud, and other aspects of Sub-recipient’s operations.

b. All of Sub-recipient’s insurance policies, except Workers’ Compensation, must name the Indemnified Parties as additional insureds.

c. All policies must provide that the City will be provided notice at least thirty (30) days prior to any cancellation, reduction or material change in coverage.

d. Sub-recipient shall provide the City with Certificates of Insurance on a standard

ACORD form, or similar form acceptable to the City, reflecting all required coverage. At the City’s request, Sub-recipient shall provide copies of current policies with all applicable endorsements.

e. All insurance required must be on a primary and noncontributory basis and must be provided by responsible insurers licensed in the State of Florida and rated at least A- in the then-current edition of AM Best’s Rating Services, or similar rating agency acceptable to the City.

f. If the insurance carried by Sub-recipient has broader coverage than required in this

Agreement, then that broader coverage, including but not limited to additional insured requirements, is deemed to be the requirement in this Agreement. If Sub-recipient insurance limits are greater than the minimum limits set forth herein, then Sub-recipient’s insurance limits are deemed to be the required limits in this Agreement.

g. Sub-recipient hereby waives all subrogation rights of its insurance carriers in favor of the Indemnified Parties. This provision is intended to waive fully, and for the benefit of the Indemnified Parties, any rights or claims which might give rise to a right of subrogation in favor of any insurance carrier.

h. The City reserves the right to change or alter the above insurance requirements as it deems necessary.

11. General Federal Requirements. The Sub-recipient acknowledges that federal grant requirements are subject to change and agrees that the most recent requirements shall govern its obligations under this Agreement at all times.

a. Governing Regulations. In performing the Project, the Sub-recipient agrees to comply with all applicable requirements of 2 CFR Part 200, "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.". The Sub-recipient may not enter into any lower tier third party contract, including any subaward agreement, financed in whole or in part with financial assistance under this Agreement without the prior written approval of the City.

b. Federal Contract Provisions. Subrecipient acknowledges that Subrecipient’s compliance with each applicable provision of the “City of St. Petersburg Federal Contract Provisions Rider” attached to this Agreement as Exhibit G is an essential element of the Agreement.

c. Federal Certification and Assurances; Execution and Incorporation. The Sub-recipient agrees to comply with and to certify compliance with all current federally required certifications and assurances for the grant program under which the federally funded subaward provided by this Agreement is made.

d. Performance Monitoring. In accordance with 2 CFR §200.332 (b), the City has performed a pre-award risk assessment of Sub-recipient. The results of the Subrecipient’s pre-award risk assessment will be commensurate with the level and frequency of post-award monitoring activities by the City. The following post-award monitoring activities may be performed by City to ensure funds provided pursuant to this Agreement are used for authorized purposes, in compliance with Federal statutes, regulations, and the terms and conditions of this Agreement; and that any performance metrics described in Exhibit A are achieved:

i. Reviewing required financial and performance reports prepared and submitted by Sub-recipient to

City.

ii. Performing desk and/or on-site review of the Sub-recipient’s Project operations.

iii. Verifying that the Subrecipient is audited, where required by 2 CFR Part 200, Subpart F – Audit Requirements when it is expected that the Subrecipient’s Federal awards expended during its respective fiscal year equal or exceed the threshold set forth in 2 CFR §200.501.

iv. Following up and ensuring the Subrecipient takes timely and appropriate action on all deficiencies, pertaining to the Agreement, detected through audits, on-site reviews, and other means.

v. Issuing a management decision for applicable audit findings pertaining to the Agreement as required in 2 CFR §200.521.

Based upon the results of the pre-award risk assessment and any post-award monitoring activities as defined above, the City may utilize the following monitoring tools and activities to ensure proper accountability and compliance with Project requirements and achievement of performance goals:

i. Provide Subrecipient with training and technical assistance on Project-related matters.

ii. Perform follow-up desk and/or on-site reviews of the Subrecipient’s Project operations.

iii. Consider whether the results of the Subrecipient’s audits, on-site-reviews, or other monitoring indicate conditions necessitating adjustments to City’s own records.

Notwithstanding any access to record requirements contained elsewhere in this Agreement, Subrecipient agrees to cooperate and participate with the above monitoring activities and tools conducted by the City to include, but not limited to, providing access to Subrecipient’s records and financial statements, as necessary, for City to meet these monitoring requirements.

In the event of City’s determination of noncompliance by Subrecipient as it relates to Subrecipient’s performance under the Agreement, the City may take enforcement action steps in accordance with this Agreement.

12. City Consent and Action.

a. For purposes of this Agreement, any required written permission, consent, acceptance, approval, or agreement by the City means the approval of the Mayor or his authorized designee, unless otherwise set forth in this Agreement or unless otherwise required to be exercised by City Council pursuant to the City Charter or applicable Laws.

b. For purposes of this Agreement, any right of the City to take any action permitted, allowed, or required by this Agreement may be exercised by the Mayor or his authorized designee, unless otherwise set forth in this Agreement or unless otherwise required to be exercised by City Council pursuant to the City Charter or applicable Laws.

13. Miscellaneous Provisions.

a. Compliance with Laws. Sub-recipient shall comply at all times with all federal, state, and local statutes, rules, regulations and ordinances, the federal and state constitutions, the orders and decrees of lawful authorities having jurisdiction over the matter at issue, and Coronavirus Local Fiscal Recovery Fund grant program guidance (collectively, “Laws”), including but not limited to Florida laws regarding public records, the Final Rule RIN 1505-AC77 implementing the Coronavirus Local Fiscal Recovery Fund established under the American Rescue Plan Act, any guidance documents published by the U.S. Treasury regarding implementation of the Coronavirus Local Fiscal Recovery Fund, and the City’s U.S. Department of the Treasury Local Fiscal Recovery Fund Award Terms and Conditions (Exhibit D). Sub-recipient hereby makes all certifications required under Florida Statute section 287.135. Sub-recipient shall also comply with all applicable City policies and procedures.

b. Compliance with Public Records Laws. The Sub-recipient agrees to comply with all provisions provided in Chapter 119 Florida Statutes. IF SUBRECIPIENT HAS QUESTIONS

REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS TO

SUBRECIPIENT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS

AGREEMENT, CONTACT THE CITY CLERK’S OFFICE (THE CUSTODIAN OF PUBLIC

RECORDS) AT (727) 893-7448, CITY.CLERK@STPETE.ORG, OR 175 FIFTH ST. N., ST.

PETERSBURG FL 33701.

c. Third Party Beneficiary. Notwithstanding anything to the contrary contained in this

Agreement, persons or entities not a party to this Agreement may not claim any benefit hereunder or as third party beneficiaries hereto.

d. Relationship of Parties. Nothing contained herein may be deemed or construed by the

Parties, or by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the Parties, it being understood and agreed that nothing contained herein, nor any acts of the Parties, may be deemed to create any relationship between the Parties other than the relationship of independent contractors and principals of their own accounts.

e. Non-appropriation. The obligations of the City as to any funding required pursuant to this

Agreement are limited to an obligation in any given year to budget, appropriate and pay from legally available funds, after monies for essential City services have been budgeted and appropriated, sufficient monies for the funding that is required during that year. Notwithstanding the foregoing, the City is not prohibited from pledging any legally available non-ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge will be prior and superior to any obligation of the City pursuant to this Agreement.

f. No Waiver. No provision of this Agreement will be deemed waived by either party unless expressly waived in writing signed by the waiving party. No waiver may be implied by delay or any other mailto:City.Clerk@stpete.org act or omission of either party. No waiver by either party of any provision of this Agreement will be deemed a waiver of such provision with respect to any subsequent matter relating to such provision, and the City’s consent respecting any action by Sub-recipient does not constitute a waiver of the requirement for obtaining the City’s consent respecting any subsequent action.

g. Governing Law. The laws of the State of Florida govern this Agreement. Venue for any action brought in state court must be in Pinellas County, St. Petersburg Division. Venue for any action brought in federal court must be in the Middle District of Florida, Tampa Division, unless a division is created in St. Petersburg or Pinellas County, in which case the action must be brought in that division.

Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction.

h. Severability. Should any paragraph or portion of any paragraph of this Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such determination will not render void, invalid or unenforceable any other paragraph or portion of this Agreement.

k. Notices. Unless and to the extent otherwise provided in this Agreement, all notices, demands, requests for approvals and other communications which are required to be given by either party to the other must be in writing and will be deemed given and delivered on the date delivered in person, upon the expiration of five (5) days following the date mailed by registered or certified mail, postage prepaid, return receipt requested to the address provided below, or upon the date delivered by overnight courier (signature required) to the address provided below.

CITY:

City of St. Petersburg Department: _____________ P. O. Box 2842 St. Petersburg, FL 33731 Phone: 727-893-7027 Attention: ______________

SUB-RECIPIENT:

l. Execution of Agreement. This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts collectively constitute a single original Agreement. Additionally, each party is authorized to sign this Agreement electronically using any method authorized by applicable law or City policy, including any of the following: (i) a typed name on an electronic document; (ii) an image of a physical signature sent via email, fax, or other electronic transmission method; (iii) clicking a button to indicate agreement or acceptance in an electronic signature system; or (iv) a handwritten signature that is digitally captured on a touch device such as a tablet or smartphone.

m. Agreement not Assignable. Sub-recipient shall make no assignment of this Agreement without the prior written consent of the City. Any assignment of this Agreement contrary to this paragraph is void and confers no rights upon the assignee.

n. Amendments. This Agreement may be amended only in writing executed by the Parties.

An amendment to this Agreement made in accordance with this Agreement is required for any changes to be made to Exhibit A or Exhibit B.

14. Exhibits.

Exhibits: The following Exhibits are attached and incorporated into this Agreement:

Exhibit A: Project Exhibit B: Project Budget Exhibit C: Project Invoice Form Exhibit D: City’s Local Fiscal Recovery Fund Award Terms and Conditions Exhibit E: Quarterly Project and Expenditure and Recovery Plan Performance Reports Exhibit F: Federal Financial Assistance (Single Audit Act) Exhibit G: Federal Contract Provisions Rider _____Exhibit H: 2 C.F.R § 200.332 & 2 C.F.R. Part 170 Required Information *Additional Exhibit(s)

* Indicates that the Exhibit is only attached and incorporated if identified.

[signatures on following page]

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives on the day and date first above written.

SUBRECIPIENT:

By: ____________

Print: _______

Title:___________________________

CITY OF ST. PETERSBURG,

FLORIDA:

By: ___________________________

Print:_________________________

Title: _________________________

ATTEST

(SEAL)

City Clerk (Designee)

Approved as to Form and Content:

City Attorney (Designee) 00709746

EXHIBIT A

Project

EXHIBIT B

Project Budget

EXHIBIT C

Project Invoice Form

EXHIBIT D

City’s Local Fiscal Recovery Fund Award Terms and Conditions

EXHIBIT E

QUARTERLY PROJECT AND EXPENDITURE AND RECOVERY PLAN PERFORMANCE

REPORTS

1. General. Sub-recipients must comply with all sub-recipient reporting requirements, as outlined in this Agreement, and more broadly outlined in U.S. Department of the Treasury’s Compliance and Reporting Guidance, first published June 17, 2021, and as amended. Required reporting items are listed in the following sections.

2. Report details.

a. Submittal Date: {Date submitted to the City}

b. Report: {1, 2, 3, 4, etc.}

c. Year: {calendar year}

d. Quarter: {calendar quarter; 1, 2, 3, 4}

e. Period Covered: {calendar quarter; MM/DD/YYYY – MM/DD/YYYY}

f. Due Date to City: {within 15 days after end of calendar quarter}

3. Project description.

d. Sub-recipient: {Insert legal entity name}

e. Project Name: {Project name provided by City}

f. Grant Number: {Insert City grant number}

g. Project Funding Amount: __________________

h. Project Expenditure Category: ____________________

i. Description (between 50 and 250 words): To use Coronavirus State and Local Fiscal Recovery

Funds (SLFRF) to {insert eligible use and purpose}.

NOTE: Description must include the following: description of the Project which includes an overview of the main activities of the Project, the approximate timeline, primary delivery mechanisms and partners, if applicable, and intended outcomes.

j. Status of Completion: {Select: Not started, Completed less than 50 percent, Completed 50 percent or more, Completed}

k. A description of the population served, the desired impact, and how this impact is measured.: _ _________

4. Expenditures.

a. Current period obligation: {Insert encumbered grant amount}

b. Cumulative obligation: {Insert encumbered grant amount}

c. Current period expenditure: {Insert cost incurred during period}

d. Cumulative expenditure: {Insert cumulative cost incurred, during previous and current periods}

5. Subawards. Provide the following information for each contract, Grant, Loan, Transfer or Direct

Payment greater than or equal to $50,000:

a. Subrecipient identifying and demographic information (e.g., DUNS number and location):

b. Award number (e.g., Award number, Contract number, Loan number):

c. Award date, type, amount, and description:

d. Award payment method (reimbursable or lump sum payment(s)):

e. For loans, expiration date (date when loan expected to be paid in full):

f. Primary place of performance:

g. Related project name(s):

h. Related project identification number(s) (created by the recipient):

i. Period of performance start date:

j. Period of performance end date:

k. Quarterly obligation amount:

l. Quarterly expenditure amount:

m. Project(s):

6. Key performance indicators and programmatic data as required by applicable Laws and the

City, in its sole discretion).

EXHIBIT F

FEDERAL FINANCIAL ASSISTANCE (SINGLE AUDIT ACT)

FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS:

CFDA No.: 21.027 CFDA Title: Coronavirus State and Local Fiscal Recovery Funds

*Award Amount: $__________

Awarding Agency: City of St. Petersburg Indirect Cost Rate:

**Award is for R&D: Yes ____ No _____

*The federal award amount may change with amendments.

**Research and Development as defined at §200.87, 2 CFR Part 200

FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT ARE SUBJECT

TO THE FOLLOWING AUDIT REQUIREMENTS:

2 CFR Part 200 – Uniform Administrative Requirements, Cost Principles & Audit Requirements for Federal Awards www.ecfr.gov

FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT MAY ALSO BE

SUBJECT TO THE FOLLOWING:

Federal Funding Accountability and Transparency Act (FFATA) Sub-award Reporting System (FSRS) www.fsrs.gov http://www.ecfr.gov/cgi-bin/text-idx?SID=ff10754e3dd74134a84d5e578fc9a3cc&node=pt2.1.200&rgn=div5 https://www.fsrs.gov/

EXHIBIT G

FEDERAL CONTRACT PROVISIONS RIDER

The following provisions are incorporated into the Agreement. For purposes of this Exhibit, any reference to “the contract” refers to this Agreement, any reference to “contractor” or “Contractor” refers to the “Subrecipient” and any reference to services to be performed pursuant to the Agreement refers to the “Project”.

1. Remedies. Administrative, contractual, or legal remedies in instances where the Contractor violates or breaches the terms of this Agreement, along with such sanctions and penalties as appropriate, are addressed in section(s) _______ of the body of the Agreement.

2. Termination for Cause and Convenience. Termination for cause and for convenience by the City, including the manner by which it will be effected and the basis for settlement is addressed in section(s) _______ of the body of the Agreement.

3. Equal Employment Opportunity. If the Agreement meets the definition of “federally assisted construction contract” in 41 C.F.R Part 60 1.3, the provisions of this section 7 apply:

During the performance of this Agreement, the Contractor agrees as follows:

(1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

(2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

(3) The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.

(4) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

(5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

(6) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

(7) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Agreement may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

(8) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, that if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

4. Davis Bacon Act. (Intentionally omitted)

5. Copeland Anti-Kickback Act. (Intentionally omitted)

6. Contract Work Hours and Safety Standards Act. If this Agreement has a total contract amount in excess of $100,000 and involves the employment of mechanics or laborers, the provisions of this section 10 apply:

a. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

b. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph a of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph a of this section, in the sum of $26 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph a of this section.

c. Withholding for unpaid wages and liquidated damages. The applicable Federal agency or loan or grant recipient shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph b of this section.

d. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph a through d of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs a through d of this section

7. Rights to Inventions Made Under a Contract or Agreement. (Intentionally omitted)

8. Environmental Protection. If the total contract amount for this Agreement is in excess of $150,000, the provisions of this section 12 apply:

The Contractor shall comply with all applicable standards, orders, or regulations issued under the Clean Air Act (42 U.S.C. § 7401-7671q), Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251- 1387), Section 508 of the Clean Water Act (33 U.S.C. § 1368), Executive Order 11738, and Environmental Protection Agency regulations (provisions of 40 CFR Part 50 and 2 CFR Part 1532 related to the Clean Air Act and Clean Water Act). Violations must be reported to the U.S. agency or agencies funding this Agreement and the Regional Office of the Environmental Protection Agency (EPA). The Contractor shall include this provision in all subcontracts

9. Debarment and Suspension.

a. This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000.

Accordingly, the Contractor is required to verify that none of the Contractor’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

b. The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.

c. This certification is a material representation of fact relied upon by the City. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R.

pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

10. Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended). Contractors who apply or bid for an award of $100,000 or more shall file the required certification described in 44 C.F.R. Part 18, Appendix A. 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.