CN-620000-00037-AD 1.pdf

COOPERATIVE AGREEMENT MODIFICATION PAGE 1 OF D

Agreement Title and Number: IARNG Full Time Dining Facility; MCA: W911YN-11-2-3074

I

Project Name and Location: I Full Time Dining, Camp Blanding Joint Training Center, FL I

Modification Number: IP1403 I

ISSUED BY: ISSUED TO:

NATIONAL GUARD BUREAU THE STATE OF FLORIDA

l'·-l!i] ~---~1 !'..IBl'.@~"I This modification is issued pursuant to the Au1horities, 31 U.S.C. Chapter 63; MCA and Appendices Article VII, Sect 703; MCCA Article XII, Sect 1201 of the basic cooperative agreements. Mark purpose and obtain signatures as appropriate IAW NGR 5-1, chapter 3.

[2J a. FUNDING D c. TERMINATION

D b. TERMS AND CONDITIONS D d. OTHER ADMINISTRATIVE

DESCRIPTION OF MODIFICATION:

W911YN-14-2-3074, ARNG Full Time Dining Facility Agreement, is increased by $40,000.00 for RTl/RTSM (G3):

L________

PROGRAM INCOME THIS CHANGE TOTAL

I so.oo! I so.ool I so.ooj

REBATE THIS CHANGE TOTAL

I $0.001 I $0.001 1 $0.001 I

PRIOR FEDERAL BALANCE THIS CHANGE NEW FEDERAL BALANCE TO STA TE

I $589.600.00 I

I $40.000.00 I

I $629,600.00 I

STATE SHARE: I I

MIPRs I $0.001 REBATE I so.ooi J4 I ssoo.000.00 I lnKind: I so.ool G3 I s129.6oo.oo I

ADVANCE ISSUED: J4 I

$30.000.00 I G3 I $34.ooo.oo I TOTAL I $629.600.00 I

EXECUTION

Except as provided herein, all items and conditions of the Master Cooperative Agreement, as heretofore changed, remains unchanged in full force and effect.

IN WITNESS WHEREOF, the parties by their authorized representatives, execu1e the Cooperative Agreement.

THE STATE OF FLORIDA NATIONAL GUARD BUR:AU

BY: joUREN.JOSEPH.MlTCHELL.10680236~ BY: ICARDHNAS.GREGORY.RICARD0.1()727684.fl

EMMETT R. TITSHAW, JR. Gregory R. Cardenas Major General Colonel, NGB Florida National Guard USPFO for Florida The Adju1ant General

Date 7 Feb 2014 Date 10 Feb 2014 IN-Kind Approved n L__J

NGB-PM (If applicable)

I i I

I

Date

Approved as to legal form: (If applicable) Approved as to legal form: (If applicable)

Terrence A. Gorman Elizabeth C. Masters State Counsel COL, JA, FLARNG

State Staff Judge Advocate

Date Date

FLNG FORM 7340, OCT 2013

MASTER COOPERATIVE AGREE--T MODIFICATION_ --· .... ··- -··· . •

Agreement Title and Number: I RTI and RTSM (G3) Full Time Dinning Facility - W911YN-14-2-3074

Project Name and Location: I Full Time Dinning Facility-~ C~mp-Blandin-g Joint ~~inin~~Ce_r:i!~r __ ._

ITnitial

Modification Number: I

ISSUED BY: ISSUED TO:

NATIONAL GUARD BUREAU THE STATE OF FLORIDA

I Attac!J,~ I I Dl$ptay.Fil~l I ~1:11etetecfile I

This modification is issued pursuant to the Authorities, 31 U.S.C. Chapter 63; MCA and Appendices Article VII, Sect 703; MCCA Article XII, Sect 1201 of the basic cooperative agreements.

Mark purpose and obtain signatures as appropriate IAW NGR 5-1, chapter 3.

n a. FUNDING . : c. TERMINATION

0 b. TERMS AND CONDITIONS ./, d. OTHER

DESCRIPTION OF MODIFICATION:

This appendix to the cooperative agreement is extended from 11Oct2013 I to .14 Sep 2014 I

W911YN- l~ -2- [ 3074;

Full Time Dinning Facility! (Appendix Title) is modified as follows:

to add program year FY

11] in the following estimated amounts:

100% Federal Share

$400, oo_~~~ I

_ _J In-Kind: L

TOTAL VALUE$ $400,000.00 [_--------~ CONTINGENT UPON FY[--20141 FUNDING

EXECUTION

Except as provided herein, all items and conditions of the Master Cooperative Agreement, as heretofore changed, remains unchanged in full force and effect.

IN WITNESS WHEREOF, the parties by their authorized representatives, execute the Cooperative Agreement.

THE STATE OF FLORIDA NATIONAL GUARD BUREAU

BY: BY:

[oUREN.JOSEPH.MlTCHELL.1068023~!1 [~illf:NA8.GREOORY.RICARD0.10121684§ i

EMMETI R. TITSHAW, JR. Gregory R. Cardenas Major General Colonel, NGB Florida National Guard USPFO for Florida The Adjutant General

Date 23 Sep 2013 Date 23 Sep 2013

FLNG FORM 744-A, SEP 2013

MASTER COOPERATIVE AGREE--T MODIFICATION a --- --

PAGE 1 OF

Agreement Title and Number: r W91~'{N-!1~:30Y~-~-------- _____ ----- -- - - -----

Project Name and Location: Full Time Dining Facility- Camp Blanding Joint Training Center

Modification Number: ilNTIAL

ISSUED BY: ISSUED TO:

NATIONAL GUARD BUREAU THE STATE OF FLORIDA

f Attach File I I Display Filej I Delete File I

This modification is issued pursuant to the Authorities, 31 U.S.C. Chapter 63; MCA and Appendices Article VII, Sect 703; MCCA Article XI I, Sect 1201 of the basic cooperative agreements.

Mark purpose and obtain signatures as appropriate IAW NGR 5-1, chapter 3.

[]a. FUNDING c. TERMINATION

b. TERMS AND CONDITIONS ~id. OTHER

DESCRIPTION OF MODIFICATION:

This appendix to the cooperative agreement is extended from i 1 Oct 2013 to

! 30 Sep 2014

W911YN- ! 14j -2- --~74j

FULL TIME DINING FACIL TY -J4 (Appendix Title) is modified as follows:

to add program year FY i --1-4] in the following estimated amounts:

! $500,000.001 ll

100% Federal Share State Share

L __

In-Kind:

TOTAL VALUE$ L $500,000.0~ CONTINGENT UPON FYi __ 2014j FUNDING

EXECUTION

Except as provided herein, all items and conditions of the Master Cooperative Agreement, as heretofore changed, remains unchanged in full force and effect.

IN WITNESS WHEREOF, the parties by their authorized representatives, execute the Cooperative Agreement.

THE STATE OF FLORIDA NATIONAL GUARD BUREAU

BY: BY:

[oiiREN.1osEPH.MITaIBLL.10680236~· cARDENAs.rnmooaY:.RicAR:oc>.10121684§ EMMETI R. TITSHAW, JR. Gregory R. Cardenas Major General Colonel, NGB Florida National Guard USPFO for Florida The Adjutant General

Date 23 Sep 2013 Date 23 Sep 2013

FLNG FORM 744-B, SEP 2013

SPECl-ILITARY PROJECT COOPERATIVE AGRE-NT

ARNG FULL TIME DINING OPERATIONS

AGREEMENT NO. W911 YN- L!!_j-2-3074 PAGE 1 OF ~PAGES

BETWEEN NATIONAL GUARD BUREAU AND THE STATE [COMMONWEAL TH, DISTRICT OR TERRITORY] OF FLORIDA

TABLE OF CONTENTS

ARTICLE DESCRIPTION PAGES ARTICLE DESCRIPTION PAGES

I SCOPE, PURPOSE AND VII GENERAL PROVISIONS 2

AUTHORITY

II OBLIGATIONS OF THE 1 VIII APPLICABLE LAWS AND 4

PARTIES REGULATIONS

Ill COSTS 1 IX PROCUREMENT 1

IV FUNDING LIMITATIONS 1 x PROPERTY 1 v PAYMENT 2 XI LEGAL AUTHORITY 1

VI DEFINITIONS 3 XII TERMINATION, 1

ENFORCEMENT,

CLAIMS, DISPUTES

RESOLUTION AND

APPEALS

XIII Agreement Particulars 1

ATTACHMENTS APPENDICES [ 4]

I Attach File J I Display file J I Delete File j

EXECUTION

IN WITNESS WHEREOF, in executing this cooperative Agreement, the parties agree to terms and conditions contained herein, including attachments.

THE STATE [COMMONWEAL TH, DISTRICT OR NATIONAL GUARD BUREAU

TERRITORY] OF FLORIDA:

By: rKINGHORN.JESSE.D.JR.10705144•R By: fl\'IOORS.JOHN.DANIBL.JR 10359135,a

EMMETT R. TITSHAW, JR. JOHN D. MOORS, JR.

Major General Colonel, NGB Florida National Guard USPFO for Florida The Adjutant General

Date 27 Sep 2010 Date 24 Sep 2010

Approved as to legal form: Approved as to legal form:

[MAR.TIN.ROBERT.LAY.12400753~: iMASTBRS.ELIZABE'IH.CLAIRB.10428703.

ROBERT L. MARTIN ELIZABETH C. MASTERS

MAJ, JA, FLARNG COL, JA, FLARNG

Attorney Advisor State Staff Judge Advocate

Date 24 Sep 2010 Date 23 Sep 2010

W911YN-i:!!::J-2-3074

FLNG FORM 775-A, SEP 2010

ARTICLE I - SCOPE, PURPOSE AND AUTHORITY

Section 101. General.

a. National Guard Bureau (NGB) and the State (Grantor) have entered into this Full Time Dining (FTD) Operations Cooperative Agreement to establish terms and conditions applicable for reimbursement of federal funds or contribution of In-Kind Assistance for FTD operations of the State Army National Guard (ARNG).

b. The provisions set forth in NGR 5-1 are incorporated into this Appendix by reference.

c. The Grantee may subcontract for the services, provided the required and appropriate paragraphs and clauses are included as prescribed in Articles VIII and IX and that the performance specifications listed below are met.

d. This Appendix can be executed using Appropriations 2060 and 2065 funds as directed in Appendix 3 attached ..

Section 102. Scope.

The scope of activities is contained in the Appendices.

Section 103. Performance Specifications.

The Grantee's performance specifications are contained in the attached Appendices.

Section 104. Office of Primary Responsibility.

a. The Office of Primary Responsibility for this Appendix is the Army National Guard Logistics (NGB-ARL).

Chief, NGB-ARL, for the purposes of this Appendix, is a designee of the Chief, National Guard Bureau, and is the individual authorized to make final approval of all Fulltime Dining Operations Cooperative Agreement budgets and modifications to them and to the language of this Appendix, to authorize distribution and recall of FTD funds to the USPFO, to receive specified accounting reconciliation reports, and to take action on behalf of NGB or the Chief, NGB.

Section 105. Authority.

a. Title 32 U.S.C. 106 and 107 authorize the NGB to contribute funds for the support of the operation and training of the State Army and Air National Guard.

b. This Special Military Project Agreement is a cooperative Agreement within the meaning of 31 U.S.C. §§ 6301-6308.

W911YN-11-2-3074

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ARTICLE II -OBLIGATIONS OF THE PARTIES

Section 201. Obligations of the Grantee.

a. The Grantee shall exercise efforts to supervise, manage, operate and maintain all activities or projects within the scope of this FTD Agreement according to sound, efficient, commercial practices, and the terms, conditions, and specifications of this Agreement.

b. The Grantee will obligate sufficient funds to pay its share of costs of this Agreement.

c. The Grantee's obligations are contingent upon the NGB funding of this Agreement.

Section 202. Obligations of NGB.

a. Whenever terms of this Agreement provide for reimbursement or cost sharing by the federal government, NGB shall reimburse the Grantee for allowable costs incurred in performance of this Agreement, according to terms and conditions for such reimbursement set forth herein.

b. Whenever terms of this Agreement provide for approval by NGB, such approval will not be unreasonably withheld. Any request for such approval shall be considered and acted upon by NGB in a timely fashion.

c. The obligations of NGB are subject to the availability of federal funds for the Agreement and the Grantee's funding contribution for its share of this Agreement.

Section 203. Obligations of Both Parties- Close out.

NGB and the Grantee both share in the responsibilities for accurate and timely closeouts of all appendices under this Agreement. Fiscal year end closeouts and/or projected completion/termination shall be in accordance with NGR 5-1, Chapter 11.

W911 YN -11 -2- 3074

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ARTICLE Ill-COSTS

Section 301. General.

NGB shall reimburse the Grantee for all the costs that are allowable, allocable and reasonable in the performance of this Agreement, up to the maximum funding limitation. All in-kind assistance, per Chapter 9, NGR 5-1, will be as approved by the Grantor.

Section 302. Estimated Cost.

a. Total estimated costs of this Agreement are specified in Appendix 3.

b. The Grantee shall share in costs of this Agreement performance as provided for in the approved budget of the Appendix 3.

Section 303. Cost Sharing.

a. Wherever any item of cost for performance of this Agreement, as listed in the Funding Limitation Section of the Appendix 3, is identified to be funded in part by NGB reimbursement, NGB shall be obligated to reimburse the Grantee only for its percentage share of total costs that would otherwise be allowable under this Agreement.

b. Cost Share Percentage. The Cost Share amount to be paid for by the Grantee will be as listed in the Funding Limitation section of Appendix 3.

Section 304. Allowability of Costs.

a. Except as otherwise stated in this article or elsewhere in this Agreement, allowability of costs incurred by the Grantee in performance of this Agreement shall be determined according to 2 CFR Part 225, as amended, and 32 CFR Part 33, as amended, and NGR 5-1, Chapter 5, effective at the time the cost is incurred.

Section 305. Advance Agreements on Allowability of Costs.

a. No cost incurred by the Grantee that is contrary to any restriction, limitation, or instruction contained in any approved budget under this Agreement shall be allowable.

b. Indirect costs, as such costs are defined in 2 CFR Part 225, shall be unallowable:

c. The costs of compensation for personnel services, including fringe benefits, but not limited to, the costs of workmen's compensation, unemployment compensation, State sponsored life/health insurance, and retirement benefits, shall be allowable as specified in NGR 5-1, Chapter 5.

W911YN -11-2-3074

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ARTICLE IV- FUNDING LIMITATIONS

Section 401. Funding Limitation.

a. Funding limitations, including both Federal and State shares, for each fiscal year of this Agreement are contained in Appendix 3. Updated funding limitations will be issued by the NGB-OPR-PM each fiscal year that this Agreement is in force.

b. If, at any time within the fiscal year, the Grantee determines that NGB's share of allowable costs, as specified in the appendix, has reached the amount reflected in the appendix or determines that the total amount of NGB's share of allowable costs exceeds 90% of the amount reflected in the appendix, the Grantee will notify the USPFO in writing. The notice shall state the total estimated amount of NGB's share of allowable costs and the amount of the Grantee's share of allowable costs necessary to complete a fiscal year.

c. The addition of program income to the funds obligated in a cooperative Agreement will not require an increase in the federal funding limitation.

Section 402. Method of Funding.

a. This Agreement will be either incrementally or fully funded annually, subject to the availability of funds.

b. The annual funding of this Agreement will be in accordance with NGR 5-1, Chapter 3.

Section 403. Budget Requirements.

a. Limitations.

1. Operation and Maintenance appropriation 2065 funds, provided by NGB-ARL for Food Service shall be used as authorized in the MDEP QLOG-F or other approved MDEP directed by NGB-ARL.

2. Pay and Allowance appropriation 2060 funds provided by NGB-ARL for subsistence shall be used only for items defined as subsistence in Section 608 .

b. Budget Submission.

1. The Cooperative Agreement Program Manager (CA PM) shall, if directed by NGB-ARL, submit a budget . The total amount of each Approved Budget shall be the maximum amount for which NGB is obligated to reimburse the Grantee for FTD operations.

2. Increases or decreases to the approved budget shall be reported as directed by NGB-ARL.

3. Army Management Structure Codes (AMSCOs): AMSCOs provided in the annual budget guidance letter by NGB are the only authorized AMSCOs for use. As additional AMSCOs are required or when changes are necessary, they will be disseminated by official memorandum by NGB ARL.

c. Budget Reports.

1. The CA PM shall submit requested financial or budget information as directed by NGB.

2. The Grantee shall submit requested financial or budget information as directed by the USPFO or NGB.

Section 404. Limitation on the Availability of Funds For State Obligation.

Funds provided by NGB under this Agreement for any Fiscal Year are available for obligation (as the term "obligation" is defined in 32 CFR 33.3) by the Grantee only in that Fiscal Year. Allowable costs must be incurred in the same fiscal year as the funding.

W91 IYN -11-2-3074

ARTICLE V-PAYMENT

Section 501. General.

There are only two payment methods authorized in the execution of this Agreement, the reimbursement method and the advance method.

Section 502. Payment by the Reimbursement Method.

Reimbursement method payments shall be according to procedures established by the Defense Finance and Accounting Service (DFAS), DoD Financial Management Regulation 7000.4R Volume 10 and NGR 5-1, Chapter 11.

Section 503. Payment by Advance Method.

NGB may reimburse the Grantee in advance. The advance payment method shall be according to procedures established by the Defense Finance and Accounting Service and NGR 5-1, Chapter 11.

Section 504. Direct Federal Payment of State Obligations.

In no event, shall the USPFO make direct payment to a Grantee contractor, state employee, contractor employee, or Grantee vendor for any costs incurred by the Grantee under this Agreement.

Section 505. Interest.

The amount of interest due the United States on funds advanced to the Grantee, or interest due the Grantee, shall be determined and paid in accordance with 31 U.S.C. § 6503 and the terms of the Cash Management Improvement Act Agreement in effect between the State and U.S. Treasury and regulations as issued by the U.S.

Department of Treasury and the Department of Defense, as amended.

ARTICLE VI - DEFINITIONS

Section 601. Army National Guard.

Army National Guard (ARNG) means that part of the organized militia of the several states and territories, Puerto Rico, and the District of Columbia, active and inactive, that-

( 1) Is a land force:

(2) Is trained, and has its officers appointed, under the sixteenth clause of Section 8, Article I of the

Constitution:

(3) Is organized, armed, and equipped wholly or partly at federal expense; and

(4) Is federally recognized (32 U.S.C. § 101).

Section 602. Chief, National Guard Bureau.

Chief, National Guard Bureau, means the head of the National Guard Bureau, or his or her designee.

Section 603. Fiscal Year.

Fiscal Year (FY) means the Federal FY that runs from October 1 through September 30.

Section 604. Field Food Service.

Any food service operation by or on behalf of the Granter to support maneuvers, war games, field exercises or similar operations.

Section 605. Food Service Equipment.

Items used to provide food service support operations, to include, but not limited to, ovens, refrigerators, tables, chairs, toasters, coffee makers, ice machines, dishwashers, milk/coffee dispensers, warming tables, mixers etc ..

Section 606. Food Service Supplies.

Items required to support food service operations, to include, but not limited to, dinnerware, flatware, pot, pans, cutlery, paper products, detergents, napkin holders, storage containers, brooms, mops, garbage cans, cleaning materials, hairnets, plastic gloves, uniforms, etc.)

Section 607. Fulltime Dining Operations.

Operations that include those activities that comprise the operation of an Army National Guard dining facility to include, but not limited to, the requisitioning, receiving, storing, preparing and serving of food and the performance of related administrative, equipment maintenance, custodial and sanitation functions.

Section 608. Grants Officer.

Grants Officer (GO) shall mean an individual appointed by the NGB Head of Contracting Activity (HCA) or designee, authorized to provide approvals, receive reports, modify or change terms of this Agreement, provide funds under this Agreement, or take any other action for NGB under this Agreement except for deciding any appeal of a dispute under this Agreement as provided in Section 1203 and any other action delegated to a specific person by this Agreement or an appendix.

Section 609. Grants Officer Representative.

Grants Officer Representative (GOR) means a representative of the Grants Officer acting within the limits of his or her authority as delegated, in writing, by the Grants Officer. If the Grants Officer designates a GOR, the assistance recipient will receive a copy of the written designation. It will specify the extent of the GOR's authority to act on behalf of the Grants Officer. The GOR is not authorized to make commitments or changes that will affect terms or conditions of the Agreement or an appendix.

W91 lYN -11-2-3074

Section 610. Identifiable Incremental Costs (llC).

A surcharge that is levied against federal and state civilians and other than authorized ARNG component users of training site facilities. This charge reimburses the Federal Government for funds appropriated to support the training site for ARNG component usage expended to support utilization by non-official users.

Section 611. In-Kind Assistance.

In-Kind Assistance (IKA) is the act of providing services or technical support to the state by the federal government to include the provision of federal procurement and contracting services for supplies, services or construction. IKA will be the fair market value at the time of the contribution.

Section 612. National Guard Bureau.

The National Guard Bureau (NGB) is a joint activity of the Department of Defense pursuant to Section 10501, Title 10 United States Code (U.S.C.). The Chief, NGB, is under the authority, direction, and control of the Secretary of Defense. The Secretary normally exercises authority, direction, and control through the Secretaries of the Army and the Air Force for matters pertaining to their responsibilities in law or DoD policy. The Chief, NGB, is a principal advisor to the Secretary of Defense through the Chairman of the Joint Chiefs of Staff on matters involving non federalized National Guard forces and through other DoD officials on matters as in DoD Directive 5105. 77, May 21, 2008, or as determined by the Secretary of Defense.

Section 613. Operation and Maintenance Activities.

Operation and maintenance (O&M) activities mean and include (but are not limited to) actions by the state, through employment, by contract or hire, of sufficient personnel, or of acquisition by contract of supplies and services, or other necessary actions to perform services, tasks, or activities within the scope of this Agreement which are properly charged to an O&M account.

Section 614. State. (Grantee)

Any of the several states of the United States, the District of Columbia, the Commonwealth of Puerto Rico, any territory or possession of the United States, or any agency or instrumentality of a state exclusive of local governments.

Section 615. Subsistence.

Subsistence means consumable food items.

Section 616. Subsistence In Kind

SIK applies to enlisted soldiers who do not receive any of the full basic allowance subsistence (BAS) types because they are furnished meals or rations at no charge from an appropriated fund dining facility or are subsisted at no charge on behalf of the government.

Section 617. Territory.

Territory means any territory. However, for purposes of laws relating to the militia, the National Guard, the Army National Guard of the United States, and the Air National Guard of the United States, "Territory" includes Guam and the U.S. Virgin Islands (32 U.S.C. § 101).

Section 618. The Adjutant General.

a. The Adjutant General (TAG) is the head of the State [Commonwealth, or Territory] Military Department, appointed by the Governor of the State [Commonwealth, or Territory), according to the respective State's [Commonwealth's, or Territory's] constitution, or statute.

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b. TAG receives funds and property and accounts for all expenditures and property acquired through this Agreement; and makes returns and reports concerning those expenditures and that property, as required by this Agreement.

Section 619. United States Property and Fiscal Officer. (Grantor)

a. The United States Property and Fiscal Officer (USPFO) is the qualified commissioned officer of the Army National Guard or the Air National Guard, as the case may be, designated by the Chief, National Guard Bureau, to be the United States Property and Fiscal Officer of a State or territory.

b. The USPFO receives and accounts for all funds and property of the United States in the possession of the National Guard for which he/she is the property and fiscal officer; and makes returns and reports concerning those funds and that property, as required by the Secretary concerned. (32 U.S.C. § 708).

W911YN -11 -2- 3074

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ARTICLE VII - GENERAL PROVISIONS

Section 701. Term of Agreement.

Unless sooner terminated by its terms, this Agreement shall terminate on 30 SEP 2016. [The Agreement term can be for any period; a five-year term is suggested.]

Section 702. Sole Benefit.

This Agreement is intended for the sole benefit of NGB and the Grantee and is not intended to create any other beneficiaries.

Section 703. Modifications.

This Agreement may be modified only by a written instrument signed by the parties hereto. Appendices may be modified separately. However, no appendix modification may modify this Agreement by reference.

Section 704. Successors and Assigns.

This Agreement may not be assigned by a party without the expressed written consent of the other party.

All covenants made under this Agreement shall bind and take effect to the benefit of any successors and assigns of the parties whether or not expressly assumed or acknowledged by such successors or assigns.

Section 705. Entire Agreement.

This Agreement forms the entire Agreement between the parties as to scope and subject matter of this Agreement. All prior discussions and understandings concerning the scope and subject matter are superseded and incorporated by this Agreement.

Section 706. Severability.

If any provision of this Agreement is held judicially invalid, the remainder of the Agreement shall continue in force and effect to the extent not inconsistent with such holding.

Section 707. Waiver of Breach.

If a party waives enforcement of any provision of this Agreement upon any event of breach by the other party, the waiver shall not automatically extend to any other or future events of breach.

Section 708. Notices.

Any notice, transmittal, approval, or other official communication made under this Agreement shall be in writing and shall be delivered by hand, email, facsimile transmission, or by mail to the other party at the address or facsimile transmission telephone number set forth below, or at such other address as may be later designated:

NGB USPFO for Florida

Grantee

W9I IYN -I I -2- 3074

Colonel John D. Moors, Jr.

P.O. Box 1008 St. Augustine, FL 32085-1008 John.d.Moors@us.army.mil

EMMETT R. TITSHAW, JR.

Major General Florida National Guard The Adjutant General P.O. Box 1008 St. Augustine, FL 32085-1008 emmett.titshaw@us.army.mil

1 April 10

Section 709. Execution.

This Agreement may be executed in several counterparts, each of which shall be deemed an original.

Subsequent execution of any or all Appendices shall not affect the legality or enforceability of this Agreement.

Section 710. Conflict of Interest.

The Grantee shall insure that its employees are prohibited from using their positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others.

Section 711. Access to and Retention of Records.

The Grantee shall afford any authorized representative of NGB, the Department of Defense, or the Comptroller General access to and the right to examine all records, books, papers, and documents ("Records") that are within the Grantee's custody or control and that relate to its performance under this Agreement. The Grantee shall retain all such records intact in a form, if not original documents, as may be approved by NGB for at least three (3) years following termination of this Agreement.

Section 712. Change of Circumstances.

Each party shall promptly notify the other party of any legal impediment, change of circumstances, pending litigation, or any other event or condition that may adversely affect the party's ability to carry out any of its obligations under this Agreement.

Section 713. Liability and Indemnity.

Except as stated in section 716, nothing in this Agreement shall be construed as an indemnification by one party or the other for liabilities of a party or third persons for property loss or damage, or for death or personal injury arising out of and during and performance of this Agreement. Any liabilities or claims for property loss or damage or for death or personal injury by a party or its agents, employees, contractors or (assigns) or by third persons, arising out of and during the performance of this Agreement shall be determined according to applicable law.

Section 714. Reports.

In addition to any financial or other reports required by the terms of this Agreement, NGB may require the Grantee to prepare reports or provide information relating to this Agreement. The Grantee agrees to provide the reports within a reasonable time of request and in such detail as may be required.

Section 715. Special State Requirements.

Changes to established requirements of this Agreement made necessary by governing State statutes will be processed in accordance with NGR 5-1, Chapter 3 for approval by NGB. Upon approval, a statement of alterations or changes, along with justification, shall be attached to this Agreement and will be considered a part thereof. (If none, state NONE.)

Section 716. Government Furnished Property (GFP).

In addition to the Liability and Indemnity provisions in section 713, nothing in this Agreement shall be construed as an indemnification by the United States of the State, its employees, agents, or third persons, for liability with respect to any and all claims, including, but not limited to: (1) claims for damages; and (2) claims for reimbursement arising from property loss, personal injury or accident damage related to the use, care, or operation of GFP. The Grantee's liability for lost or damaged GFP will be in accordance with applicable State laws and NGR 5-1, Chapter 8.

ARTICLE VIII -APPLICABLE LAWS AND REGULATIONS-

Section 801. Applicable Law.

This Agreement is incidental to implementation of a Federal program. Accordingly, this Agreement shall be governed by and construed according to Federal law as it may affect rights, remedies, and obligations of the United States.

Section 802. Governing Regulations.

To the extent not inconsistent with express terms of this Agreement, the provisions of 32 CFR Part 33, Uniform Administrative Requirements for Grants and Cooperative Agreements, DoD Grant and Agreement Regulations (DoDGARS) (DoD 3210.6R) as amended, Title 2 Code of Federal Regulations (CFR) Part 225, and NGR 5-1, are hereby incorporated into this Agreement by reference as if fully set forth herein, shall govern this Agreement.

Section 803. Officials Not to Benefit.

No member of or delegate to Congress, or resident commissioner, shall be admitted to any share or part of this Agreement, or to any benefit arising from it, in accordance with 41 U.S.C. 22.

Section 804. Nondiscrimination.

The Grantee covenants and agrees that no person shall be denied benefits of, or otherwise be subjected to discrimination in connection with the state's performance under this Agreement. Accordingly, and to the extent applicable, the state covenants and agrees to comply with the following national policies prohibiting discrimination:

a. On the basis of race, color or national origin, in Title VI of the Civil Rights Act of 1964 (42 U.S.C. Section 2000d et seq.), as implemented by DoD regulations at 32 CFR part 195.

b. On the basis of race, color, religion, sex, or national origin, in Executive Order 11246 {3 CFR, 1964-1965 Comp. pg. 339}, as implemented by Department of Labor regulations at 41 CFR part 60.

c. On the basis of sex or blindness, in Title IX of the Education Amendments of 1972 (20 U.S.C. 1681, et seq.), as implemented by DoD regulations at 32 CFR part 196.

d. On the basis of age, in The Age Discrimination Act of 1975 (42 U.S.C. Section 6101 et seq.), as implemented by Department of Health and Human Services regulations at 45 CFR part 90.

e. On the basis of handicap, in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), as implemented by Department of Justice regulations at 28 CFR part 41 and DoD regulations at 32 CFR part 56.

Section 805. Lobbying.

a. The Grantee covenants and agrees that it will not expend any funds appropriated by Congress to pay any person for influencing or attempting to influence an officer or employee of any agency or 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.

b. New Restrictions on Lobbying, issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 28) to implement provisions of Section 319 of Public Law 102-121 (31 U.S.C. § 1352) is incorporated by reference and the Grantee agrees to comply with provisions thereof, including any amendments to the Interim Final Rule that may hereafter he issued.

Section 806. Drug-Free Work Place.

The Grantee covenants and agrees to comply with the requirements regarding drug-free workplace in Subpart B of 32 CFR part 26, which implements sec. 5151-5160 of the Drug-Free Workplace Act of 1988 (Public Law 100- 690, Title V, Subtitle D; 41 U.S.C. 701, et seq.).

Section 807. Environmental Standards.

a. The Grantee covenants and agrees that its performance under this Agreement shall comply with:

(1) The requirements of Section 114 of the Clean Air Act (42 U.S.C. Section 7414);

(2) Section 308 of the Federal Water Pollution Control Act (33 U.S.C. Section 1318), that relates generally to inspection, monitoring, entry reports, and information, and with all regulations and guidelines issued there under;

(3) The Resources Conservation and Recovery Act (RCRA);

(4) The Comprehensive Environmental Response, Compensation and Liabilities Act (CERCLA);

(5) The National Environmental Policy Act (NEPA);

(6) The Resources Conservation and Recovery Act (RCRA);

(7) The applicable provisions of the Clean Air Act (42 U.S.C. 7401, et seq.) and Clean Water Act (33

U.S.C. 1251, et seq.), as implemented by Executive Order 11738 and Environmental Protection Agency (EPA) rules at Subpart J of 40 CFR part 32;

(8) To identify any impact this award may have on the quality of the human environment and provide help as needed to comply with the National Environmental Policy Act (NEPA, at 42 U.S.C. 4321, et seq.) and any applicable federal, state or local environmental regulation.

(9) The applicable provision of the Clean Air Act (42 U.S.C. § 7401, et seq.) and Clean Water Act (33 USC 1251, et seq.), as implemented by Executive Order 11738 [3 CFR, 1971-1975 comp., p.799].

b. In accordance with the EPA rules, the parties further agree that the Grantee shall also identify to the awarding agency (NGB) any impact this award may have on:

(1) The quality of the human environment, and provide help the agency may need to comply with the National Environmental Policy Act (NEPA, at 42 U.S.C 4321, et seq.) and to prepare Environment Impact Statements or other required environmental documentation. In such cases, the recipient agrees to take no action that will have an adverse environmental impact (e.g., physical disturbance of a site such as breaking of ground) until the agency provides written notification of compliance with the environmental impact analysis process.

(2) Flood-prone areas, and provide help the agency may need to comply with the National Flood Insurance Act of 1968 and Flood Disaster Protection Act of 1973 (42 U.S.C. 4001, et seq.), which require flood insurance, when available, for federally assisted construction or acquisition in flood-prone areas.

(3) Coastal zones, and provide help the agency may need to comply with the Coastal Zone Management Act of 1972 (16 U.S.C. 1451, et seq.), concerning protection of U.S. coastal resources.

(4) Coastal barriers, and provide help the agency may need to comply with the Coastal Barriers Resource Act (16 U.S.C. 3501 et seq.), concerning preservation of barrier resources.

(5) Any existing or proposed component of the National Wild and Scenic Rivers System, and provide help the agency may need to comply with the Wild and Scenic Rivers Act of 1968 (16 U.S.C. 1271 et seq.).

(6) Underground sources of drinking water in areas that have an aquifer that is the sole or principal drinking water source, and provide help the agency may need to comply with the Safe Drinking Water Act (42 U.S.C 300H-3).

Section 808. Debarment and Suspension.

The Grantee covenants and agrees to comply with the requirements regarding debarment and suspension in Subpart C of the OMB guidance in 2 CFR Part 180, as implemented by the DoD in 2 CFR Part 1125. The Grantee agrees to communicate the requirement to comply with Subpart C to persons at the next lower tier with whom it enters into transactions that are "covered transactions" under Subpart B of 2 CFR Part 180 and the DoD implementation in 2 CFR Part 1125.

Section 809. Buy American Act.

The Grantee covenants and agrees that it will not expend any funds appropriated by Congress without complying with the Buy American Act (41 U.S.C. 10). The Buy American Act gives preference to domestic end products and domestic construction material. In addition, the Memorandum of Understanding between the United States of America and the European Economic Community (EEC) on Government Procurement, and the North American Free Trade Agreement (NAFTA), provide that EEC and NAFTA end products and construction materials are exempted from application of the Buy American Act.

Section 810. Contract Work Hours and Safety Standards Act.

The Grantee covenants and agrees that it will comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. Sections 3701-3708) as supplemented by Department of Labor regulations (29 CFR Part 5). As applied to this Agreement, the Contract Work Hours and Safety Standards Act specifies that no laborer or mechanic doing any part of the work contemplated by this Agreement on a contract for an amount greater than $100,000 shall be required or permitted to work more than 40 hours in any workweek unless paid for all additional hours at not less than 1.5 times the basic rate of pay.

Section 811. Hatch Act.

The Grantee covenants and agrees to comply with the Hatch Act (5 U.S.C. 1501 - 1508 and 7324 - 7326), as implemented by the Office of Personnel Management at 5 CFR Part 151, which limits political activity of employees or officers of state or local governments whose employment is connected to an activity financed in whole or part with federal funds.

ARTICLE IX - PROCUREMENT

Section 901. State Contracts.

The Grantee's acquisition of goods and services by the state in performance of this Agreement shall be according to applicable state contracting procedures, standards and procedures contained in 32 CFR § 33.36 and this Agreement.

Section 902. State Contract Flow-down.

Subject to existing contracts, the Grantee is required to insert the substance of provisions of Article VIII in contracts issued under this Agreement, unless State laws or regulations offer more protection.

ARTICLE X - PROPERTY

Section 1001. Equipment.

a. Food service operations equipment purchased by the Grantee under the terms of this Agreement becomes the property of the Grantee and will be managed, used and disposed of IAW 32 CFR 33.32 and Chapter 8, NGR 5- 1.

b. Food service operations equipment (ovens, refrigerators, tableware, warming stations, cooking utensils etc.) purchased by the Federal government, including equipment acquired specifically for a National Guard Cooperative Agreement, vests in the Federal Government. This equipment shall be managed, used and accounted for as provided in 32 CFR § 33.32(f) and Chapter 8, NGR 5-1.

c. Food service equipment purchased by the federal government and issued to the Grantee is Government Furnished Property (GFP). The title of GFP vests in the Federal government and cannot be transferred to the Grantee and therefore cannot be considered as In-Kind Assistance (IKA).

Section 1002. Operating Materials and Supplies.

a. Operating materials purchased used in normal operations purchased by the Grantee under the terms of this Agreement become the property of the Grantee and will be managed and disposed of IAW 32 CFR 33.32 and NGR 5-1, Chapter 8.

b. Supplies purchased by the federal government, including supplies acquired specifically for a National Guard Cooperative Agreement, vests in the federal government. These supplies shall be managed and accounted for as provided in 32 CFR § 33.32(f} and NGR 5-1, Chapter 8.

Section 1003. Use of Government Facilities.

Facilities provided to the Grantee or to a Grantee contractor for Food Service Operations shall be considered Government Furnished Property (GFP). Damage or loss of GFP shall be reported and investigated and processed in accordance with Chapter 8, NGR 5-1.

I April JO

ARTICLE XI - LEGAL AUTHORITY

Section 1101. Legal Authority.

The Grantee represents and warrants that it is under no existing or foreseeable legal disability that would prevent or hinder it from fulfilling terms and conditions of this Agreement. The state shall promptly notify NGB of any legal impediment that arises during the term of this Agreement that may prevent or hinder the state's fulfillment of its obligations under this Agreement.

Section 1102. Opinion of Counsel.

Concurrent with its execution of this Agreement, the Grantee's highest legal officer, or his or her designee, certifies by signature approval as to legal form of this Agreement, that.

a. The Grantee has the requisite authority to enter into this Agreement.

b. The Grantee can make the warranty set forth in Section 1101 above;

c. The Grantee is empowered to assume responsibilities and obligations the Grantee proposes to undertake under this Agreement;

d. The provisions of this Agreement intended to secure NGB interests are enforceable according to their terms;

e. The execution of this Agreement has been duly authorized by the state; and

f. That the individual signing this Agreement on behalf of the Grantee has the requisite legal authority to bind and obligate the Grantee to terms and conditions of this Agreement.

ARTICLE XII-TERMINATION, ENFORCEMENT, CLAIM AND DISPUTE RESOLUTION

Section 1201. Termination.

This Agreement may be terminated by either party according to terms and conditions of 32 CFR § 33.44.

Section 1202. Enforcement.

a. NGB may take such actions to enforce terms of this Agreement as may be provided for in and under terms of 32 CFR § 33.43.

b. NGB may take enforcement actions provided in Section 1202 and for failure by the Grantee to perform in accordance with Appendix 1 of this agreement.

Section 1203. Claims, Disputes Resolution and Appeals.

a. Any claim made by the Grantee arising out of this Agreement shall be presented in writing to the Grants Officer. The claim shall include: the amount of monetary relief claimed or the nature of other relief requested, the basis for relief, and the documents or other evidence pertinent to the claim.

b. Claims shall be made within 60 days after the basis of the claim is known or should have been known, whichever is earlier. It is the Grantee's duty to include in its claim all information needed to demonstrate its timeliness.

c. Upon receipt of a claim, the Grants Officer shall provide a written decision denying or sustaining the claim, in whole or part, which decision shall include the reason for the action, within 60 days of the date of the receipt of a claim. The determination shall be final unless appealed by the Grantee pursuant to the provisions of this section.

d. Alternative Dispute Resolution (ADR).

(1) Policy. It is NGB policy to try to resolve all issues concerning cooperative Agreements at the Grants

Officer's level. Grant Officers are encouraged to use ADR procedures to the maximum extent practicable.

(2) Procedures. If a Grantee decides to appeal a Grants Officer's decision, the Grants Officer shall encourage the State to enter into ADR procedures. The ADR procedures to be used shall be agreed to at the time the parties determine to employ them.

e. Appeals.

(1) Grant Appeal Authority. The CNGB shall designate a Grants Appeal Authority at the time of receipt of appeal.

(2) Right of Appeal. The Grantee has the right to appeal a Grants Officer's decision to the Grant Appeal

Authority.

(3) Appeal Procedures.

(a) Notice of appeal. The TAG may appeal a decision of the Grants Officer within 90 days of receiving that decision, by filing a written notice of appeal to the Grant Appeal Authority and to the Grants Officer.

(b) Appeal file. Within 30 days of receiving the notice of appeal, the Grants Officer shall forward to the Grant Appeal Authority and the Grantee the appeal file, which shall include copies of all documents relevant to the appeal.

(c) Decision. Any fact-finding or hearing shall be conducted using procedures that the Grant Appeal Authority deems appropriate.

(d) Final Appeal. If the Grantee is not satisfied with the opinion/decision of the CNGB, the Grantee can take the case to Federal Court.

f. Nothing in this section is intended to limit a Grantee's right to any remedy under the law.

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ARTICLE XIII - Agreement Particulars.

The information below shall be recorded by the Grants Officer's Representative (GOR) for the compliance with the reporting requirements of the DoD Assistance Award Action Report System (DAADS) and the Federal Funding Accountability and Transparency Act of 2006.

a. Grantee/Recipient Category: Government

b. Grantee/Recipient Type: State Government

c. Grantee/Recipient DUNS: 809396971

d. Primary Place of Performance Consolidated Dining Complete Address, including Zip+4 Facility

5629 ST RD Hwy 16 W #2003 Camp Blanding Starke,FL.32091-9703

e. Grantee/Recipient County ST. JOHNS COUNTY

f. Grantee/Recipient Congressional District District 7

g. Major Agency: DOD

h. Agency Code: 2100

i. Funding Agency: Army

j. Program Source Agency: 21

k. Transaction Type: Cooperative Agreement

I. CFDA: 12.401

m. CFDA Program Title: Operation and Maintenance, Armv National Guard

n. Program Source Account-Funding: 2060/2065

0. Treasury Appropriation Code: 2060/2065

p. Award/Obligation/ Action Date: September 20 JO

q. Starting Date: September 20 JO

r. Ending Date: September 30, 2011

s. Record Type: Individual Action

t. Fiscal Year/Quarter: FY2010 I 4th Qtr

A ITACHMENTS - APPENDICES

a. Scope of Services.

Appendix 1 Services

FTD operations shall include, but not be limited to actions by the Grantee, through employment by the Grantee, by contract or hire, of sufficient personnel, acquisition by contract of supplies or services, or other necessary actions, to accomplish the following tasks:

1. Provide garrison food service operations on Weekdays, Weekends, and Holidays as required to subsist Subsistence in Kind (SIK) soldiers and other authorized diners.

2. Provide field food service operations on Weekdays, Weekends, and Holidays as required to subsist, SIK Soldiers.

b. Performance Specifications:

1. The Grantees performance of this Appendix will be in accordance with applicable specifications listed in Army Regulation (AR) 30-22, The Army Food Program, May 05 and Department of the Army Pamphlet (DA PAM) 30-22, Operating Procedures for the Army Food Program, February 2007 and Technical Bulletin MED 530, Occupational and Environmental Health Food Service, Oct 02; Field Manual (FM) 10-23-2, Garrison Food Preparation and Class I Operations Management, Sep 93; and FM 10-23, Basic Doctrine for Army Field Feeding, Apr 96.

2. Meals provided to SIK soldiers will be in accordance with menus approved by the applicable NG Food service menu board.

3. The Grantee will maintain Federal government furnished equipment (GFP) provided by the Granter in accordance with manufacturer's recommendations and Granter directives and prudent standards of operation.

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Appendix 2 Appendix Administration

a. Appropriation 2065- Authorized Activities/Charges for Fulltime Dining Operations.

1. Payments for employee salaries, to include approved overtime and allowable benefits, in accordance with state personnel policy for the payment and benefits of like state government positions within the same geographic area. When there is no like state government position available, salaries and benefits will be equivalent to a comparable grade and series Federal Technician position in the geographic area. If a state has a pay raise, pay freeze, pay cap, a hiring freeze or employee furloughs for like positions throughout the state then FTD employees will have corresponding limitations.

2. Costs to maintain and operate GFP food service operations equipment (See definition in Section 605), in accordance with manufacturer's instructions, Army Regulations and sound safety practices.

3. Costs for safety equipment for FTD personnel and facilities as required by local, State and Federal directives.

4. Costs for food service operation supplies, (See definition Section 606) required to support FTD operations.

5. Transportation costs for the Grantee to pick up and deliver subsistence and food operation supplies.

b. Appropriation 2060- Authorized Activities/Charges for Fulltime Dining Operations.

1. Costs for subsistence (consumable food only) for SIK and approved NG Youth Program users are authorized.

2. Reimbursable costs of subsistence for SIK soldiers and, NG Youth Program participants approved by the applicable Commander and USPFO, will be at a rate not to exceed authorizations for commercial meals in accordance with the Joint Travel Regulation (JTR).

3. Meals may be provided to non-SIK personnel or civilians predicated on approval of the applicable Commander and USPFO. When meals are provided to non-SIK personnel or civilians, a surcharge will be assessed to cover all Identifiable Incremental Costs (llC). llC will be identified and provided to the Grantee by the applicable Commander or CA PM. Surcharge costs will be reported and accounted for as Program Income IAW Chap 6, NGR 5-1. llC for food service operations are not waiverable.

4. Meals may be provided to active component personnel or other Federal agency personnel predicated on the approval of the applicable Commander/USPFO. In addition to the meal costs, llC will be collected and reported as Direct Reimbursement for Costs in accordance with Chapter 7, NGR 5-1. Direct reimbursements costs are not program income.

b. Appropriation 2060 and 2065- Unauthorized Activities/Charges for Fulltime Dining Operations.

All activities or charges not specified in paragraphs a and b above are unauthorized. Requests for exceptions are to be submitted to NGB-ARL for approval.

c. Unauthorized Activities/Charges

1. The primary purpose of the FTD operation appendix is to provide food service operations for SIK and authorized official users.