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 “Contractor” and “Company,” shall be interchangeable.

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

This project is funded in whole or in part by Community Wildfire Defense Grant (CWDG) funding through the U.S. Department of Agriculture (USDA) Forest Service.

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 $250,000 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 $250,000)

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

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

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

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

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

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

G. Unless otherwise agreed in writing, the 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)

A. The County shall have the right at any time upon thirty (30) calendar day’s written notice to the Consultant to terminate the services of the Consultant.

The County shall pay to the Consultant and the Consultant shall accept as full payment for its services, a sum of money equal to the work completed in any commenced but incomplete services.

B. Any failure of the Consultant to satisfy the requirements of this Agreement, as determined by the Administrative Agent, shall be considered a default of the Agreement and sufficient reason for termination. The Consultant shall be notified in writing by the County and, within the time period specified by the County, shall cure such default, or if acceptable to the Administrative Agent, propose a plan for curing such default. If the Consultant fails to cure such default within the notice period, the Agreement shall immediately terminate.

Notwithstanding the forgoing, in the event the default is not curable (as determined by the County) notice of termination date shall be given as deemed appropriate by the County.

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

D. 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 Consultant and the Consultant shall accept as full payment for its services, a sum of money equal to the work completed in any commenced but incomplete services.

E. In the event that the Consultant has abandoned performance under this

Agreement, then the County may terminate this Agreement upon three (3) calendar days’ written notice to the Consultant indicating its intention to do

so. Payment for work performed prior to the Consultant's abandonment shall be as stated above.

F. The Consultant shall have the right to terminate services only in the event of the County failing to pay the Consultant's properly documented and submitted invoice within ninety (90) calendar days of the approval by the

County’s Administrative Agent, or if the Project is suspended by the County for a period greater than ninety (90) calendar days.

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

3. Rights to Inventions Made Under a Contract or Agreement

If the Federal award meets the definition of “funding agreement” under 37C.F.R.

§ 401.2(a) and County enters into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, development, or research work utilizing, 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 U.S. Department of Agriculture.

4. 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 U.S. Department of Agriculture 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)

5. 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 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Cover Transactions included for signature

6. Byrd Anti-Lobbying Amendment

Compliance with the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)— https://www.sam.gov/

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

7. 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.

8. 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) Contractors and subcontractors are prohibited from obligating or expending contract funds to:

(1) Procure or obtain covered telecommunications equipment or services;

(2) Extend or renew a contract to procure or obtain covered telecommunications equipment or services; or

(3) Enter into a contract (or extend or renew a contract) to procure or obtain covered telecommunications equipment or services.

(b) As described in section 889 of Public Law 115-232, “covered telecommunications equipment or services” means any of the following:

(4) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(5) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other https://www.ecfr.gov/current/title-40/part-247 https://www.govinfo.gov/link/plaw/115/public/232 national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(6) Telecommunications or video surveillance services provided by such entities or using such equipment;

(7) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country;

(c) For the purposes of this section, “covered telecommunications equipment or services” also include systems 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.

(d) In implementing the prohibition under section 889 of Public Law 115-232, heads of executive agencies administering loan, grant, or subsidy programs must prioritize available funding and technical support to assist affected businesses, institutions, and organizations as is reasonably necessary for those affected entities to transition from covered telecommunications equipment or services, to procure replacement equipment or services, and to ensure that communications service to users and customers is sustained.

(e) When a Contractor accepts this contract, it is certifying that it will comply with the prohibition on covered telecommunications equipment and services in this section. The Contractor is not required to certify that funds will not be expended on covered telecommunications equipment or services beyond the certification provided upon accepting this contract and those provided upon submitting payment requests and financial reports.

(f) For additional information, see section 889 of Public Law 115-232 and § 200.471.

9. 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 https://www.govinfo.gov/link/plaw/115/public/232 https://www.govinfo.gov/link/plaw/115/public/232 https://www.ecfr.gov/current/title-2/section-200.471 https://www.ecfr.gov/current/title-2/section-200.471 polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

10. Contracting with small business, minority businesses, women’s business enterprise, veteran-owned businesses, and labor surplus area firms (2 CFR §200.321) The Contractor, if subcontracts are to be let, when possible, ensure that small businesses, minority businesses, women’s business enterprises, veteran-owned businesses, and labor surplus area firms are considered as set forth below. Such consideration means:

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

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

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

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

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

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

U.S. DEPARTMENT OF AGRICULTURE CONTRACT PROVISIONS

1. Forest Service Acknowledged in Publications, audiovisuals, and

Electronic Media Contractor shall acknowledge Forest Service support in any publications, audiovisuals, and electronic media developed as a result of this contract. This requirement does not apply to: Audiovisuals produced as research instruments or for documenting experimentation or findings and not intended for presentation or distribution to the public.

2. Scientific Integrity

USDA is committed to the highest levels of integrity in all of our scientific activities and decision making. This includes performing, recording and reporting the results of scientific activities with honesty, objectivity, and transparency. All persons performing under this agreement shall adhere to the principles of scientific integrity described in USDA Departmental Regulation (DR) 1074-001.

3. Geospatial Data

All data collected will meet the requirements of the Geospatial Data Act of 2018 where applicable. This will always include the documentation of all relevant metadata standards, use of standard data formats; description of quantitative measures of uncertainty and source of uncertainty and sources of uncertainty associated with the data. Additionally, the data must meet specific standards specified elsewhere to ensure the data is useful to support the USDA’s mission.

The recipient/cooperator agrees to comply with USDA’s Department-wide enterprise geospatial data management policy implemented in USDA Departmental Regulation 3465-001 which establishes the USDA policy for defining the strategic direction necessary to optimize the management of the USDA geospatial data and geospatial infrastructure, including all geospatial data created for, by, and enhanced by USDA.

4. Public Access to Scholarly Publications and Digital Scientific Research

Data The Contractor agrees to comply with USDA’s Department-wide public access policy implemented in USDA Departmental Regulation 1020-006 which establishes the USDA policy for public access to scholarly publications and digital scientific research data assets. The USDA will make all peer-reviewed, scholarly publications and digital scientific research data assets arising from unclassified scientific research supported wholly or in part by the USDA accessible to the public, to the extent practicable.

5. Prohibition Against Using Funds with Entities That Require Certain

Internal Confidentiality Agreements

(a) The Contractor may not require its employees or subcontractors seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting them from lawfully reporting that waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

(b) The Contractor must notify its employees and subcontractors that the prohibitions and restrictions of any internal confidentiality agreements inconsistent with paragraph (1) of this award provision are no longer in effect.

(c) The prohibition in paragraph (1) of this award provision does not contravene requirements applicable to any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(d) If the County determines that the Contractor is not in compliance with this contract provision, it may pursue other remedies available for the Contractors material failure to comply with award terms and conditions

6. Eligible Workers (8 U.S.C. 1324(a))

The Contractor must ensure that all employees must complete the I-9 form to certify that they are eligible for lawful employment under the Immigration and Nationality Act (8 U.S.C.(a)). The contractor shall comply with regulations regarding certification and retention of the completed forms. These requirements also apply to any subcontractors awarded under this agreement.

7. Text Messaging While Driving

The Contractor is encouraged to adopt and enforce policies that ban text messaging when driving company owned, leased or rented vehicles, POVs or GOVs when driving while on official Government business or when performing any work for or on behalf of the Government. The Contractor should encourage their subcontractors to do so as well.

8. Whistleblower Notice

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

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

STATE OF FLORIDA CONTRACT PROVISIONS

1. 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

1. Human Trafficking (FS 787.06)

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

Successful Contractor will be required to sign Human Trafficking Attestation at time of contract