Grant_Funded_Procurement_Terms_and_Conditions.pdf

Attachment A Grant Funded Procurement Terms and Conditions

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

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

This project is funded in whole or in part by Federal Emergency Management Agency and Florida Division of Emergency Management Funds. The Contractor agrees as applicable and stated within this solicitation package.

2 CFR Part 200 Uniform Guidance Contract Provisions

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

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

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

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

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

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

5. The parties agree to waive all rights to trial by jury for any litigation undertaken concerning this Agreement.

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

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

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

Termination:

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

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

C. Any failure of the Vendor to satisfy the requirements of this Purchase Order, as documented by the Administrative Agent, shall be considered a default and sufficient reason for termination.

1. For defaults that are curable (as determined by the County), the Vendor shall be notified in writing by the County and shall have an opportunity to cure such default(s) within ten (10) working days after notification.

2. For defaults that are not curable (as determined by the County), notice of the termination date shall be given as deemed appropriate by the County.

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

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

F. In the event that the Vendor has abandoned performance under this Agreement, then the County may terminate this Agreement upon three (3) calendar days’ written notice to the Vendor indicating its intention to do so.

Payment for work performed prior to the Vendor’s abandonment shall be as stated above. Vendor shall have one hundred and eighty (180) days to submit invoices. Invoices submitted after one hundred and eighty (180) days may not be accepted for payment.

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

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

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

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

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

3. The Vendor’s failure to use the Agreement funds, previously paid the Vendor by the County, to pay Vendor’s project-related obligations including, but not limited to, subcontractors, laborers and material and equipment suppliers;

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

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

J. The Vendor’s failure or refusal to perform any other obligation under this Agreement after written notice and reasonable opportunity to cure as set forth above. The County reserves the right to require Vendor to repay amounts previously paid by the County to the Vendor due to reasons stated within the issued purchase agreement and the Vendor shall comply with such demand within the number of days, as stated in the purchase agreement.

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

3. Equal Employment Opportunity 41 CFR §60-1.4(b) (Executive Order 11246 has been revoked by Executive Order 14173)

Compliance with Executive Order 11246 of September 24, 1965, entitled “Equal

Employment Opportunity,” (30 FR 12319, 12935, 3 CFR Part 1964-1965 Comp., p.339) as amended by Executive Order 11375 of October 13, 1967, entitled “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR Part 60, entitled “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60.1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b).

41 C.F.R. Part 60-1.4(b)

During the performance of this contract, 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 considerations 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 provisions shall not apply to instance 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 the 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' representative 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 contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor 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 as 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.”

(Any Construction contract or subcontract)

4. Contracted Work Hours and Safety Standards Compliance with Sections 3702 and 3704 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (Construction contracts in excess of $100,000 which involve the employment of mechanics or laborers)

29 C.F.R. § 5.5(b) provides Compliance with the Contract Work Hours and Safety Standards Act.

(1) 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.

(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages and interest from the date of the underpayment. 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 watchpersons and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $32 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 (b)(1).

(3) Withholding for unpaid wages and liquidated damages—

(I) Withholding Process. The County may, upon its own action, or must, upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor so much of the accrued payments or advances as may be considered necessary to satisfy the liabilities of the prime contractor or any subcontractor for any unpaid wages; monetary relief, including interest; and liquidated damages required by the clauses set forth in this paragraph (b) on this contract, 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 that is held by the same prime contractor (as defined in § 5.2). The necessary funds may be withheld from the contractor under this contract, any other federal contract with the same prime contractor, or any other federally assisted contract that is subject to the Contract Work Hours and Safety Standards Act and is held by the same prime contractor, regardless of whether the other contract was awarded or assisted by the same agency, and such funds may be used to satisfy the contractor liability for which the funds were withheld.

(II)Priority to withheld funds. The Department has priority to funds withheld or to be withheld in accordance with paragraph (a)(2)(i) or (b)(3)(i) of this section, or both, over claims to those funds by:

(A) A contractor's surety(ies), including without limitation performance bond sureties and payment bond sureties;

(B) A contracting agency for its reprocurement costs;

(C) A trustee(s) (either a court-appointed trustee or a U.S. trustee, or both) in bankruptcy of a contractor, or a contractor's bankruptcy estate;

(D) A contractor's assignee(s);

(E) A contractor's successor(s); or

(F) A claim asserted under the Prompt Payment Act, 31 U.S.C. 3901-3907.

(4) Subcontracts. The contractor or subcontractor must insert in any subcontracts the clauses set forth in paragraphs (b)(1) through (5) of this section and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor is responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (5). In the event of any violations of these clauses, the prime contractor, and any subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including interest from the date of the underpayment or loss, due to any workers of lower-tier subcontractors, and associated liquidated damages and may be subject to debarment, as appropriate

(5) Anti-retaliation. It is unlawful for any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for:

(I) Notifying any contractor of any conduct which the worker reasonably believes constitutes a violation of the Contract Work Hours and Safety Standards Act (CWHSSA) or its implementing regulations in this part;

(II) Filing any complaint, initiating, or causing to be initiated any proceeding, or otherwise asserting or seeking to assert on behalf of themselves or others any right or protection under CWHSSA or this part;

(III) Cooperating in any investigation or other compliance action, or testifying in any proceeding under CWHSSA or this part; or

(IV) Informing any other person about their rights under CWHSSA or this part.

5. Clean Air and Water Contractor must comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq and the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq. The contractor agrees to report each violation to the County and understands and agrees that the

County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency (FEMA) and the appropriate Environmental Protection Agency Regional Office.

The Contractor agrees to include these requirements in each subcontract exceeding $150,000 funded in whole or part under this contract. (Contracts, subcontracts, and subgrants of amounts in excess of $150,000)

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

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

Separate Government Wide Debarment and Suspension certification included for signature

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

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

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

Separate Lobbying Certification included for signature https://www.sam.gov/

9. Procurement of Recovered Materials (2 CFR 200.323) In the performance of this contract, the Contractor must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 as amended, 42 U.S.C. 6962. The requirements of Section 6002 include procuring only items designated in the guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

10. Prohibition On Certain Telecommunications and Video Surveillance Services or Equipment (2 CFR §200.216; Public Law 115-232, Section 889; 2 CFR §200.471)

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

(b) Prohibitions.

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

(2) Unless an exception in paragraph (c) of this clause applies, the contractor and its subcontractors may not use grant, cooperative agreement, loan, or loan guarantee funds from the Federal Emergency Management Agency to:

(i) Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system;

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

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

or https://www.ecfr.gov/current/title-40/part-247

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

(c) Exceptions.

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

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

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

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

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

Are not used as critical technology of any system.

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

(d) Reporting requirement.

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

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

(i) Within one business day from the date of such identification or notification: The contract number; the order number(s), if applicable;

supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

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

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

11. Domestic Preference for Procurements (2 CFR 200.322)

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

(b) For purposes of this section:

(1) “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.

(2) “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

12. Contracting with small businesses, minority businesses, women’s business enterprise, veteran-owned businesses, and labor surplus area firms (2 CFR §200.321)

(a) The Contractor, if subcontracts are to be let, should ensure that small businesses, minority businesses, women’s business enterprises, veteran-owned businesses, and labor surplus area firms (See U.S. Department of Labor’s list) are considered as set forth below.

(b) Such consideration means:

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

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

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

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

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

(6) Requiring a contractor under a Federal award to apply this section to subcontracts

13. Federal Regulations

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

Department of Homeland Security Federal Emergency Management Administration (FEMA) Required Contract Provisions:

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

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

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

The County, U.S. Department of Homeland Security, the FEMA Administrator, Florida Division of Emergency Management, Office of Inspector General and the Government Accountability Office shall have the right during normal business hours to conduct announced and unannounced onsite and offsite physical visits of Contractors corresponding to the duration of their records retention obligation.

2. Department of Homeland Security (DHS) Seal, Logo, and Flags – The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre- approval. The contractor shall include this provision in any subcontracts.

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

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

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

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

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

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

Florida Division of Emergency Management Required Contract Provisions

1. Debarment and Suspension Florida Division of Emergency Management Provision The Contractor will ensure that any subcontracts verify that subcontractors (for subcontracts expected to equal or exceed $25,000), or principals that the contractors engage to accomplish the scope of work, if applicable, do not appear on the federal government’s Excluded Parties List. Contractors may not enter into a contract or subcontract with an entity, or that entity’s principals, if that entity or its principals appear on the Excluded Parties List. The Excluded Parties List is accessible at http://www.sam.gov.

Separate Certification Regarding Debarment, Suspension, Ineligibility http://www.sam.gov/ and Voluntary Exclusion included for signature

2. Hold Harmless The Contractor and all subcontractors shall hold the Florida Division of Emergency Management and the County harmless against all claims of whatever nature arising out of the Contractor’s and subcontractors’ performance of work under this contract, to the extent allowed and required by law.

3. Contract Interest No member of or delegate to the Congress of the United States, and no Resident Commissioner, shall receive any share or part of this Contract or any benefit. No member, officer, or employee of the County or its designees or agents, no member of the governing body of the locality in which this program is situated, and no other public official of the locality or localities who exercises any functions or responsibilities with respect to the program during his tenure or for one year after, shall have any interest, direct or indirect, in any Contract or Subcontract, or the proceeds for work be performed in connection with the program assisted under this contract. The Contractor shall incorporate, in all Subcontracts a provision prohibiting any interest pursuant to the purpose stated above.

4. ADA Requirements The Contractor agrees to comply with the Americans with Disabilities Act (Public Law 101-338, 42 U.S.C., Section 12101 et seq.), which prohibits discrimination by public and private entities on the basis of disability in employment, public accommodations, transportation, State and local government services, and telecommunications.

The Contractor agrees to comply with title II, subtitle A of the Americans with Disabilities Act (ADA) (1990).

5. INA Compliance The County will not intentionally award publicly funded Contracts to any Contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 USC Section 1324a [Section 274A of the Immigration and Nationality Act (“INA”)]. The County shall consider the employment by any Contractor of unauthorized aliens a violation of Section 274A of the INA. Such violation by the Contractor of the employment provisions contained in Section 274A of the INA shall be grounds for unilateral cancellation of this Contract by the County.

6. Scrutinized Companies Section 287.135, F.S., prohibits the County from contracting with companies for goods or services that are on the Scrutinized Companies or Other Entities that Boycott Israel List, of with companies that are engaged in a boycott of Israel, and from companies for goods or services of $1,000,000 or more that are on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or are engaged in business operations in Cuba or Syria.

The lists are created pursuant to 215.473 and 215.4725, F.S. By executing this Contract or any renewal hereof, the Contractor certifies that it is not listed on the Scrutinized Companies or Other Entities that Boycott Israel List, the Scrutinized

Companies with Activities in Sudan List, or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, and is not engaged in a boycott of Israel, not engaged in business operations in Cuba or Syria, and understands that pursuant to 287.135, F.S., the submission of a false certification may subject the Contractor to Civil penalties, attorney’s fees, and/or costs. In accordance with 287.135, the County may terminate this Contract if false certification has been made, or the Contractor is subsequently placed on any of these lists, or engages in boycott of Israel, or is engaged in business operations in Buba or Syria.

State of Florida Required Provisions

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

Selected Contractor will be required to execute a Human Trafficking Attestation at contract.

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

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

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

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

Separate Foreign Country of Concern Attestation Included for Signature

3. Public works projects; United States-produced iron and steel products.

(FS 255.0993)

The Contractor understands that 255.0993, Fla. Stat. applies to this Project, and the definitions in Section 255.0993, Fla. Stat. apply to this paragraph. The Contractor agrees and understands that any iron or steel permanently incorporated in the Project must be produced in the United States as required by Section 255.0993(2)(a), Fla.

Stat. If the Contractor believes an exception contained in Section 255.0993(2)(b), Fla. Stat. applies to the Project, the Contractor must identify to the County Administrative Agent the exception the Contractor believes applies. The County will, in its sole discretion, determine whether an exception to Section 255.0993(2)(a), Fla.

Stat. applies. In addition, the certain exclusions contained in Section 255.0993(2)(c), Fla. Stat. and Section 255.0993(2)(d), Fla. Stat. may apply to the requirement that any iron or steel product permanently incorporated in the Project be produced in the United States. (Construction contracts which involve the employment of mechanics or laborers)

4. Emergency Response Contracts (FS 252.505) Pursuant to §252.505, F.S., if Vendor breaches a contract for goods or services related to emergency response for a natural emergency during an “emergency recovery period,” Vendor shall pay a $5,000 penalty and damages, which may be actual and consequential damages or liquidated damages. As used in this section, the term “emergency recovery period” means a 1-year period that begins on the date that the Governor initially declared a state of emergency for a natural emergency.

This provision shall not limit other remedies or liabilities as set forth in this contract or applicable law.

5. Foreign Terrorist Organizations (FS 943.03102) Pursuant to Section 943.03102, F.S., the County may not: (a) expend state appropriated funds or ad valorem taxes to support a foreign terrorist organization or a domestic terrorist organization, or a member of such organization, whose designation as such has been published in the Florida Administrative Register in accordance with this section; (b) contract with a foreign terrorist organization or a domestic terrorist organization; or (c) accept any funds from a foreign terrorist organization or a domestic terrorist organization, or a member of such organization, whose designation as such has been published in the Florida Administrative Register in accordance with this section. Contractor certifies that it is not on the foreign or domestic terrorist organization list and is not a member of such organization. This certification is ongoing in nature, and any change to the Contractor’s status must be immediately communicated to the County. A false certification or change in status shall be grounds for immediate termination of this Contract.

6. Net Zero Policy (FS 377.816) Pursuant to Section 377.816, F.S., the COUNTY may not enact or enforce or require any person or legal entity to enact or enforce, a resolution, ordinance, rule, code, or policy to support a net zero policy, including as a condition of any contract or agreement between the County and third party. Further, the County may not use, pay, or distribute public funds in any manner that supports, implements, or advances a net zero policy by doing any of the following: (a) providing procurement or purchasing preferences for a product or vendor on the basis that the procurement or purchase of such product or from such vendor will advance or support a net zero policy, (b) providing procurement or purchasing preferences for any goods, including, but not limited to, vehicles, equipment, appliances, or other products, based solely on the types or sources of fuel used by, or used in the production of, such goods, or

(c) using public funds to pay dues, membership fees, subscription fees, or charitable contributions to any nongovernmental agency or other private organization, including any trade association or organization, that: (i) adopts a net zero policy, (ii) requires adoption of, or any commitment to support, a net zero policy as a condition of membership or of receiving any benefit of membership, or (iii) uses such funds to advocate for a net zero policy. No funds under this Agreement shall be used in violation of this section. Further, nothing in this Agreement shall be construed as violating the prohibitions set forth herein.