R22-0081 RESOLUTION NO. R22 - 008
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
4 APPROVING AND AUTHORIZING THE CITY MANAGER TO SIGN GRANT
5 AGREEMENT NO. 22RRE09 WITH THE FLORIDA DEPARTMENT OF
6 ENVIRONMENTAL PROTECTION, AND A PROFESSIONAL SERVICES
7 AGREEMENT WITH COLLECTIVE WATER RESOURCES, LLC, FOR THE
8 COASTAL RESILIENCE PARTNERSHIP OF SOUTHEAST PALM BEACH
9 COUNTY VULNERABILITY ASSESSMENT UPDATE FOR A
10 REIMBURSEMENT AMOUNT OF UP TO $74,000.00; AND PROVIDING AN
11 EFFECTIVE DATE.
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14 WHEREAS, on May 12, 2021, Governor Ron DeSantis signed into law Senate Bill
15 1954, now Section 380.093, F.S., which comprehensive legislation ensures a coordinated
16 approach to Florida's coastal and inland resiliency and will yield the largest investment in
17 Florida's history to prepare communities for the impacts of climate change — including sea
18 level rise, intensified storms and flooding; and
19 WHEREAS, The Coastal Resilience Partnership of Southeast Palm Beach County
20 (CRP) completed a Climate Change Vulnerability Assessment (CCVA) for the jurisdictions
21 of Boynton Beach, Boca Raton, Delray Beach, Highland Beach, Ocean Ridge, Lantana, Lake
22 Worth Beach, and a portion of unincorporated Palm Beach County in July 2021; and
23 WHEREAS, The CCVA meets many of the requirements of the new legislation
24 (Section 380.093, F.S.), but the analysis needs to be expanded to become fully compliant
25 and thus enable the City of Boynton Beach and other CRP communities to effectively
26 compete for funding in future Resilient Florida Grant cycles; and
27 WHEREAS, The attached grant agreement between DEP and the City of Boynton
28 Beach will fund the Vulnerability Assessment Update at a cost of $74,000 by the agreement
29 end date of June 30, 2022.
30 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY
31 OF BOYNTON BEACH, FLORIDA, THAT:
32
33 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
34 being true and correct and are hereby made a specific part of this Resolution upon adoption
S:\CA\RESO\Agreements\Grants\FDEP Resilient Florida Grant - Reso.Docx
35 hereof.
36 Section 2. The City Commission approves and authorizes the City Manager to
37 sign the Grant Agreement No. 22RRE09 with the Florida Department of Environmental
38 Protection, attached hereto and incorporated herein as Exhibit "A", and a Professional
39 Services Agreement with Collective Water Resources, LLC, for the Coastal Resilience
40 Partnership of Southeast Palm Beach County Vulnerability Assessment Update for a
41 reimbursement amount of up to $74,000.00, attached hereto and incorporated herein as
42 Exhibit "B".
43 Section 3. This Resolution shall become effective immediately upon passage.
44 PASSED AND ADOPTED this 4th day of January, 2022.
45 CITY OF BOYNTON BEACH, FLORIDA
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Mayor — Steven B. Grant
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Vice Mayor —Woodrow L. Hay
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Commissioner —Justin Katz
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Commissioner — Christina L. Romelus
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Commissioner — Ty Penserga
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62 ATTEST:
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66 Crystal Gibso , MMC
City Clerk
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r `R
70 = flICORPOP.AT£0 Vie+
71 (Corporate Seal)
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S:\CA\RESO\Agreements\Grants\FDEP Resilient Florida Grant - Reso.Docx
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STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
Standard Grant Aereement
This Agreement is entered into between the Parties named below, pursuant to Section 215.971, Florida Statutes:
1. Project Title (Project): Agreement Number:
Coastal Resilience Partnership of Southeast Palm Beach County Vulnerability Assessment Update 22RRE09
2. Parties: State of Florida Department of Environmental Protection,
3900 Commonwealth Boulevard (Department)
Tallahassee, Florida 32399-3000
Grantee Name: City of Boynton Beach Entity Type:
Local Government
Grantee Address: 100 E. Ocean Avenue, Boynton Beach, Florida 33435 FEID: 59-6000282
(Grantee)
3. Agreement Begin Date: Date of Expiration:
Upon Execution 6/30/2022
4. Project Number: Project Location(s):
(If different from Agreement Number) Palm Beach County
Project Description:
The project consists of a vulnerability assessment update for southeast Palm Beach County.
5. Total Amount of Funding:
$74,000.00
Funding Source? Award #s or Line Item Appropriations: Amount per Source(s):
® State ❑Federal 1696A $74,000.00
❑ State ❑ Federal
❑ Grantee Match
Total Amount of Funding + Grantee Match, if any: $74,000.00
6. Department's Grant Manager Grantee's Grant Manager
Name: Lisa Widener Name: Rebecca Harvey
or successor or successor
Address: Resilient Florida Program Address: City of Boynton Beach
2600 Blair Stone Road, MS235 100 E. Ocean Avenue
Tallahassee, Florida 32399
Phone: 850-245-8323
Boynton Beach, Florida 33435
Phone: 561-742-6494
Email: Lisa.Widener@FloridaDEP.gov Email: HarveyR@bbfl.us
7. The Parties agree to comply with the terms and conditions of the following attachments and exhibits which are hereby
incorporated by reference:
W Attachment 1: Standard Terms and Conditions Applicable to All Grant Agreements
OZ Attachment 2: Special Terms and Conditions
L( Attachment 3: Grant Work Plan
E? Attachment 4: Public Records Requirements
V Attachment 5: Special Audit Requirements
9 Attachment 6: Program -Specific Requirements
❑ Attachment 7: Grant Award Terms (Federal) *Copy available at https://facts.fldfs.com, in accordance with § 215.985, F.S.
❑ Attachment 8: Federal Regulations and Terms (Federal)
❑ Additional Attachments (if necessary):
® Exhibit A: Progress Report Form
❑ Exhibit B: Property Reporting Form
R Exhibit C: Payment Request Summary Form
❑ Exhibit D: Quality Assurance Requirements for Grants
❑ Exhibit E: Advance Payment Terms and Interest Earned Memo
V Additional Exhibits (if necessary): Exhibit F: Final Report Form, Exhibit G: Photographer Release Form
DEP Agreement No. 22RRE09 Rev. 6/20/18
8. The following information applies to Federal Grants only and is identified in accordance with 2 C.F.R. § 200.331(a)(1):
Federal Award Identification Numbers FAIN :
Federal Award Date to Department:
Total Federal Funds Obligated by this Agreement:
Federal Awarding Agency:
Award R&D? ❑ Yes ❑N/A
IN WITNESS WHEREOF, this Agreement shall be effective on the date indicated by the Agreement Begin Date above or the
last date signed below, whichever is later.
City of Boynton Beach
Grantee Name
By
Print Name and Title of Person Signing
GRANTEE
State of Florida Department of Environmental Protection DEPARTMENT
By
Secretary or Designee
Print Name and Title of Person Signing
V Additional signatures attached on separate page.
Date Signed
DEP Agreement No. 22RRE09
Rev. 6/20/18
ORCP Additional Signatures
DEP Grant Manager
DEP QC Reviewer
Local Sponsor may add additional signatures if needed below.
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
STANDARD TERMS AND CONDITIONS
APPLICABLE TO GRANT AGREEMENTS
ATTACHMENT 1
1. Entire Agreement.
This Grant Agreement, including any Attachments and Exhibits referred to herein and/or attached hereto (Agreement),
constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior
agreements, whether written or oral, with respect to such subject matter. Any terms and conditions included on
Grantee's forms or invoices shall be null and void.
2. Grant Administration.
a. Order of Precedence. If there are conflicting provisions among the documents that make up the Agreement, the
order of precedence for interpretation of the Agreement is as follows:
i. Standard Grant Agreement
ii. Attachments other than Attachment 1, in numerical order as designated in the Standard Grant
Agreement
iii. Attachment 1, Standard Terms and Conditions
iv. The Exhibits in the order designated in the Standard Grant Agreement
b. All approvals, written or verbal, and other written communication among the parties, including all notices, shall
be obtained by or sent to the parties' Grant Managers. All written communication shall be by electronic mail,
U.S. Mail, a courier delivery service, or delivered in person. Notices shall be considered delivered when reflected
by an electronic mail read receipt, a courier service delivery receipt, other mail service delivery receipt, or when
receipt is acknowledged by recipient. If the notice is delivered in multiple ways, the notice will be considered
delivered at the earliest delivery time.
c. If a different Grant Manager is designated by either party after execution of this Agreement, notice of the name
and contact information of the new Grant Manager will be submitted in writing to the other party and maintained
in the respective parties' records. A change of Grant Manager does not require a formal amendment or change
order to the Agreement.
d. This Agreement may be amended, through a formal amendment or a change order, only by a written agreement
between both parties. A formal amendment to this Agreement is required for changes which cause any of the
following:
(1) an increase or decrease in the Agreement funding amount;
(2) a change in Grantee's match requirements;
(3) a change in the expiration date of the Agreement; and/or
(4) changes to the cumulative amount of funding transfers between approved budget categories, as defined in
Attachment 3, Grant Work Plan, that exceeds or is expected to exceed twenty percent (20%) of the total budget
as last approved by Department.
A change order to this Agreement may be used when:
(1) task timelines within the current authorized Agreement period change;
(2) the cumulative transfer of funds between approved budget categories, as defined in Attachment 3, Grant Work
Plan, are less than twenty percent (20%) of the total budget as last approved by Department;
(3) changing the current funding source as stated in the Standard Grant Agreement; and/or
(4) fund transfers between budget categories for the purposes of meeting match requirements.
This Agreement may be amended to provide for additional services if additional funding is made available by the
Legislature.
e. All days in this Agreement are calendar days unless otherwise specified.
3. Agreement Duration.
The term of the Agreement shall begin and end on the dates indicated in the Standard Grant Agreement, unless
extended or terminated earlier in accordance with the applicable terms and conditions. The Grantee shall be eligible
for reimbursement for work performed on or after the date of execution through the expiration date of this Agreement,
unless otherwise specified in Attachment 2, Special Terms and Conditions. However, work performed prior to the
execution of this Agreement may be reimbursable or used for match purposes if permitted by the Special Terms and
Conditions.
Attachment 1
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4. Deliverables.
The Grantee agrees to render the services or other units of deliverables as set forth in Attachment 3, Grant Work Plan.
The services or other units of deliverables shall be delivered in accordance with the schedule and at the pricing outlined
in the Grant Work Plan. Deliverables may be comprised of activities that must be completed prior to Department
making payment on that deliverable. The Grantee agrees to perform in accordance with the terms and conditions set
forth in this Agreement and all attachments and exhibits incorporated by the Standard Grant Agreement.
5. Performance Measures.
The Grantee warrants that: (1) the services will be performed by qualified personnel; (2) the services will be of the
kind and quality described in the Grant Work Plan; (3) the services will be performed in a professional and
workmanlike manner in accordance with industry standards and practices; (4) the services shall not and do not
knowingly infringe upon the intellectual property rights, or any other proprietary rights, of any third party; and (5) its
employees, subcontractors, and/or subgrantees shall comply with any security and safety requirements and processes,
if provided by Department, for work done at the Project Location(s). The Department reserves the right to investigate
or inspect at any time to determine whether the services or qualifications offered by Grantee meet the Agreement
requirements. Notwithstanding any provisions herein to the contrary, written acceptance of a particular deliverable
does not foreclose Department's remedies in the event deficiencies in the deliverable cannot be readily measured at
the time of delivery.
6. Acceptance of Deliverables.
a. Acceptance Process. All deliverables must be received and accepted in writing by Department's Grant Manager
before payment. The Grantee shall work diligently to correct all deficiencies in the deliverable that remain
outstanding, within a reasonable time at Grantee's expense. If Department's Grant Manager does not accept the
deliverables within 30 days of receipt, they will be deemed rejected.
b. Reiection of Deliverables. The Department reserves the right to reject deliverables, as outlined in the Grant
Work Plan, as incomplete, inadequate, or unacceptable due, in whole or in part, to Grantee's lack of satisfactory
performance under the terms of this Agreement. The Grantee's efforts to correct the rejected deliverables will
be at Grantee's sole expense. Failure to fulfill the applicable technical requirements or complete all tasks or
activities in accordance with the Grant Work Plan will result in rejection of the deliverable and the associated
invoice. Payment for the rejected deliverable will not be issued unless the rejected deliverable is made
acceptable to Department in accordance with the Agreement requirements. The Department, at its option, may
allow additional time within which Grantee may remedy the objections noted by Department. The Grantee's
failure to make adequate or acceptable deliverables after a reasonable opportunity to do so shall constitute an
event of default.
7. Financial Consequences for Nonperformance.
a. Withholding Payment. In addition to the specific consequences explained in the Grant Work Plan and/or
Special Terms and Conditions, the State of Florida (State) reserves the right to withhold payment when the
Grantee has failed to perform/comply with provisions of this Agreement. None of the financial consequences
for nonperformance in this Agreement as more fully described in the Grant Work Plan shall be considered
penalties.
b. Convective Action Plan. If Grantee fails to correct all the deficiencies in a rejected deliverable within the specified
timeframe, Department may, in its sole discretion, request that a proposed Corrective Action Plan (CAP) be
submitted by Grantee to Department. The Department requests that Grantee specify the outstanding deficiencies
in the CAP. All CAPS must be able to be implemented and performed in no more than sixty (60) calendar days.
i. The Grantee shall submit a CAP within ten (10) days of the date of the written request from
Department. The CAP shall be sent to the Department's Grant Manager for review and approval.
Within ten (10) days of receipt of a CAP, Department shall notify Grantee in writing whether the
CAP proposed has been accepted. If the CAP is not accepted, Grantee shall have ten (10) days from
receipt of Department letter rejecting the proposal to submit a revised proposed CAP. Failure to
obtain Department approval of a CAP as specified above may result in Department's termination of
this Agreement for cause as authorized in this Agreement.
ii. Upon Department's notice of acceptance of a proposed CAP, Grantee shall have ten (10) days to
commence implementation of the accepted plan. Acceptance of the proposed CAP by Department
does not relieve Grantee of any of its obligations under the Agreement. In the event the CAP fails
to correct or eliminate performance deficiencies by Grantee, Department shall retain the right to
require additional or further remedial steps, or to terminate this Agreement for failure to perform.
No actions approved by Department or steps taken by Grantee shall preclude Department from
subsequently asserting any deficiencies in performance. The Grantee shall continue to implement
Attachment 1
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the CAP until all deficiencies are corrected. Reports on the progress of the CAP will be made to
Department as requested by Department's Grant Manager.
iii. Failure to respond to a Department request for a CAP or failure to correct a deficiency in the
performance of the Agreement as specified by Department may result in termination of the
Agreement.
8. Payment.
a. Payment Process. Subject to the terms and conditions established by the Agreement, the pricing per deliverable
established by the Grant Work Plan, and the billing procedures established by Department, Department agrees
to pay Grantee for services rendered in accordance with Section 215.422, Florida Statutes (F.S.).
b. Taxes. The Department is exempted from payment of State sales, use taxes and Federal excise taxes. The Grantee,
however, shall not be exempted from paying any taxes that it is subject to, including State sales and use taxes, or
for payment by Grantee to suppliers for taxes on materials used to fulfill its contractual obligations with
Department. The Grantee shall not use Department's exemption number in securing such materials. The Grantee
shall be responsible and liable for the payment of all its FICA/Social Security and other taxes resulting from this
Agreement.
c. Maximum Amount of Agreement The maximum amount of compensation under this Agreement, without an
amendment, is described in the Standard Grant Agreement. Any additional funds necessary for the completion of
this Project are the responsibility of Grantee.
d. Reimbursement for Costs. The Grantee shall be paid on a cost reimbursement basis for all eligible Project costs
upon the completion, submittal, and approval of each deliverable identified in the Grant Work Plan.
Reimbursement shall be requested on Exhibit C, Payment Request Summary Form. To be eligible for
reimbursement, costs must be in compliance with laws, rules, and regulations applicable to expenditures of State
funds, including, but not limited to, the Reference Guide for State Expenditures, which can be accessed at the
following web address:
hMs://www.myfloridacfo.conVDivision/AA/Manuals/documents/ReferenceGuideforStateE2Wenditures 0
e. Invoice Detail. All charges for services rendered or for reimbursement of expenses authorized by Department
pursuant to the Grant Work Plan shall be submitted to Department in sufficient detail for a proper pre -audit and
post -audit to be performed. The Grantee shall only invoice Department for deliverables that are completed in
accordance with the Grant Work Plan.
f. Interim Payments. Interim payments may be made by Department, at its discretion, if the completion of
deliverables to date have first been accepted in writing by Department's Grant Manager.
g. Final Payment ReQuest. A final payment request should be submitted to Department no later than sixty (60) days
following the expiration date of the Agreement to ensure the availability of funds for payment. However, all
work performed pursuant to the Grant Work Plan must be performed on or before the expiration date of the
Agreement.
h. Annual Appropriation Contingency. The State's performance and obligation to pay under this Agreement is
contingent upon an annual appropriation by the Legislature. This Agreement is not a commitment of future
appropriations. Authorization for continuation and completion of work and any associated payments may be
rescinded, with proper notice, at the discretion of Department if the Legislature reduces or eliminates
appropriations.
i. Interest Rates. All interest rates charged under the Agreement shall be calculated on the prevailing rate used by
the State Board of Administration. To obtain the applicable interest rate, please refer to:
www.myfioridacfo.com/Division/AA/Vendors/default.htm.
j. Refund of Payments to the Department. Any balance of unobligated funds that have been advanced or paid must
be refunded to Department. Any funds paid in excess of the amount to which Grantee or subgrantee is entitled
under the terms of the Agreement must be refunded to Department. If this Agreement is funded with federal funds
and the Department is required to refund the federal government. the Grantee shall refund the Department its
share of those funds.
9. Documentation Required for Cost Reimbursement Grant Agreements and Match.
If Cost Reimbursement or Match is authorized in Attachment 2, Special Terms and Conditions, the following
conditions apply. Supporting documentation must be provided to substantiate cost reimbursement or match
requirements for the following budget categories:
a. Salarv/Wages. Grantee shall list personnel involved, position classification, direct salary rates, and hours spent
on the Project in accordance with Attachment 3, Grant Work Plan in their documentation for reimbursement or
match requirements.
Attachment 1
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b. Overhead/Indirect/General and Administrative Costs. If Grantee is being reimbursed for or claiming match for
multipliers, all multipliers used (i.e., fringe benefits, overhead, indirect, and/or general and administrative rates)
shall be supported by audit. If Department determines that multipliers charged by Grantee exceeded the rates
supported by audit, Grantee shall be required to reimburse such funds to Department within thirty (30) days of
written notification. Interest shall be charged on the excessive rate.
c. Contractual Costs (Subcontractors). Match or reimbursement requests for payments to subcontractors must be
substantiated by copies of invoices with backup documentation identical to that required from Grantee.
Subcontracts which involve payments for direct salaries shall clearly identify the personnel involved, salary rate
per hour, and hours spent on the Project. All eligible multipliers used (i.e., fringe benefits, overhead, indirect,
and/or general and administrative rates) shall be supported by audit. If Department determines that multipliers
charged by any subcontractor exceeded the rates supported by audit, Grantee shall be required to reimburse such
funds to Department within thirty (30) days of written notification. Interest shall be charged on the excessive
rate. Nonconsumable and/or nonexpendable personal property or equipment costing $5,000 or more purchased
for the Project under a subcontract is subject to the requirements set forth in Chapters 273 and/or 274, F.S., and
Chapter 69I-72, Florida Administrative Code (F.A.C.) and/or Chapter 69I-73, F.A.C., as applicable. The Grantee
shall be responsible for maintaining appropriate property records for any subcontracts that include the purchase
of equipment as part of the delivery of services. The Grantee shall comply with this requirement and ensure its
subcontracts issued under this Agreement, if any, impose this requirement, in writing, on its subcontractors.
i. For fixed-price (vendor) subcontracts, the following provisions shall apply: The Grantee may
award, on a competitive basis, fixed-price subcontracts to consultants/contractors in performing the
work described in Attachment 3, Grant Work Plan. Invoices submitted to Department for fixed-
price subcontracted activities shall be supported with a copy of the subcontractor's invoice and a
copy of the tabulation form for the competitive procurement process (e.g., Invitation to Bid, Request
for Proposals, or other similar competitive procurement document) resulting in the fixed-price
subcontract. The Grantee may request approval from Department to award a fixed-price subcontract
resulting from procurement methods other than those identified above. In this instance, Grantee shall
request the advance written approval from Department's Grant Manager of the fixed price
negotiated by Grantee. The letter of request shall be supported by a detailed budget and Scope of
Services to be performed by the subcontractor. Upon receipt of Department Grant Manager's
approval of the fixed-price amount, Grantee may proceed in finalizing the fixed-price subcontract.
ri. If the procurement is subject to the Consultant's Competitive Negotiation Act under section
287.055, F.S. or the Brooks Act, Grantee must provide documentation clearly evidencing it has
complied with the statutory or federal requirements.
d. Travel. All requests for match or reimbursement of travel expenses shall be in accordance with Section 112.061,
F.S.
e. Direct Purchase Egupment. For the purposes of this Agreement, Equipment is defined as capital outlay costing
$5,000 or more. Match or reimbursement for Grantee's direct purchase of equipment is subject to specific
approval of Department, and does not include any equipment purchased under the delivery of services to be
completed by a subcontractor. Include copies of invoices or receipts to document purchases, and a properly
completed Exhibit B, Property Reporting Form.
f. Rental/Lease of Equipment. Match or reimbursement requests for rental/lease of equipment must include copies
of invoices or receipts to document charges.
g. Miscellaneous/Other Expenses. If miscellaneous or other expenses, such as materials, supplies, non -excluded
phone expenses, reproduction, or mailing, are reimbursable or available for match or reimbursement under the
terms of this Agreement, the documentation supporting these expenses must be itemized and include copies of
receipts or invoices. Additionally, independent of Grantee's contract obligations to its subcontractor, Department
shall not reimburse any of the following types of charges: cell phone usage; attorney's fees or court costs; civil
or administrative penalties; or handling fees, such as set percent overages associated with purchasing supplies or
equipment.
h. Land Acquisition. Reimbursement for the costs associated with acquiring interest and/or rights to real property
(including access rights through ingress/egress easements, leases, license agreements, or other site access
agreements; and/or obtaining record title ownership of real property through purchase) must be supported by the
following, as applicable: Copies of Property Appraisals, Environmental Site Assessments, Surveys and Legal
Descriptions, Boundary Maps, Acreage Certification, Title Search Reports, Title Insurance, Closing
Statements(Documents, Deeds, Leases, Easements, License Agreements, or other legal instrument documenting
Attachment 1
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acquired property interest and/or rights. If land acquisition costs are used to meet match requirements, Grantee
agrees that those funds shall not be used as match for any other Agreement supported by State or Federal funds.
10. Status Reports.
The Grantee shall submit status reports quarterly, unless otherwise specified in the Attachments, on Exhibit A,
Progress Report Form, to Department's Grant Manager describing the work performed during the reporting
period, problems encountered, problem resolutions, scheduled updates, and proposed work for the next reporting
period. Quarterly status reports are due no later than twenty (20) days following the completion of the quarterly
reporting period. For the purposes of this reporting requirement, the quarterly reporting periods end on March
31, June 30, September 30 and December 31. The Department will review the required reports submitted by
Grantee within thirty (30) days.
11. Retainage.
The following provisions apply if Department withholds retainage under this Agreement:
a. The Department reserves the right to establish the amount and application of retainage on the work performed
under this Agreement up to the maximum percentage described in Attachment 2, Special Terms and Conditions.
Retainage may be withheld from each payment to Grantee pending satisfactory completion of work and approval
of all deliverables.
b. If Grantee fails to perform the requested work, or fails to perform the work in a satisfactory manner, Grantee shall
forfeit its right to payment of the retainage associated with the work. Failure to perform includes, but is not
limited to, failure to submit the required deliverables or failure to provide adequate documentation that the work
was actually performed. The Department shall provide written notification to Grantee of the failure to perform
that shall result in retainage forfeiture. If the Grantee does not correct the failure to perform within the timeframe
stated in Department's notice, the retainage will be forfeited to Department.
c. No retainage shall be released or paid for incomplete work while this Agreement is suspended.
d. Except as otherwise provided above, Grantee shall be paid the retainage associated with the work, provided
Grantee has completed the work and submits an invoice for retainage held in accordance with the invoicing
procedures under this Agreement.
12. Insurance.
a. Insurance Requirements for Sub -Grantees and/or Subcontractors. The Grantee shall require its sub -grantees
and/or subcontractors, if any, to maintain insurance coverage of such types and with such terms and limits as
described in this Agreement. The Grantee shall require all its sub -grantees and/or subcontractors, if any, to
make compliance with the insurance requirements of this Agreement a condition of all contracts that are related
to this Agreement. Sub -grantees and/or subcontractors must provide proof of insurance upon request.
b. Deductibles. The Department shall be exempt from, and in no way liable for, any sums of money representing a
deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the
Grantee providing such insurance.
c. Proof of Insurance. Upon execution of this Agreement, Grantee shall provide Department documentation
demonstrating the existence and amount for each type of applicable insurance coverage prior to performance of
any work under this Agreement. Upon receipt of written request from Department, Grantee shall furnish
Department with proof of applicable insurance coverage by standard form certificates of insurance, a self-
insured authorization, or other certification of self-insurance.
d. Duty to Maintain Coverage. In the event that any applicable coverage is cancelled by the insurer for any
reason, or if Grantee cannot get adequate coverage, Grantee shall immediately notify Department of such
cancellation and shall obtain adequate replacement coverage conforming to the requirements herein and provide
proof of such replacement coverage within ten (10) days after the cancellation of coverage.
e. Insurance Trust. If the Grantee's insurance is provided through an insurance trust, the Grantee shall instead add
the Department of Environmental Protection, its employees, and officers as an additional covered party
everywhere the Agreement requires them to be added as an additional insured.
13. Termination.
a. Termination for Convenience. When it is in the State's best interest, Department may, at its sole discretion,
terminate the Agreement in whole or in part by giving 30 days' written notice to Grantee. The Department shall
notify Grantee of the termination for convenience with instructions as to the effective date of termination or the
specific stage of work at which the Agreement is to be terminated. The Grantee must submit all invoices for
work to be paid under this Agreement within thirty (30) days of the effective date of termination. The
Department shall not pay any invoices received after thirty (30) days of the effective date of termination.
b. Termination for Cause. The Department may terminate this Agreement if any of the events of default described
in the Events of Default provisions below occur or in the event that Grantee fails to fulfill any of its other
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obligations under this Agreement. If, after termination, it is determined that Grantee was not in default, or that
the default was excusable, the rights and obligations of the parties shall be the same as if the termination had
been issued for the convenience of Department. The rights and remedies of Department in this clause are in
addition to any other rights and remedies provided by law or under this Agreement.
c. Grantee Obligations upon Notice of Termination. After receipt of a notice of termination or partial termination
unless as otherwise directed by Department, Grantee shall not furnish any service or deliverable on the date, and
to the extent specified, in the notice. However, Grantee shall continue work on any portion of the Agreement
not terminated. If the Agreement is terminated before performance is completed, Grantee shall be paid only for
that work satisfactorily performed for which costs can be substantiated. The Grantee shall not be entitled to
recover any cancellation charges or lost profits.
d. Continuation of Prepaid Services. If Department has paid for any services prior to the expiration, cancellation,
or termination of the Agreement, Grantee shall continue to provide Department with those services for which it
has already been paid or, at Department's discretion, Grantee shall provide a refund for services that have been
paid for but not rendered.
e. Transition of Services Upon Termination, Expiration, or Cancellation of the A¢reement. If services provided
under the Agreement are being transitioned to another provider(s), Grantee shall assist in the smooth transition
of Agreement services to the subsequent provider(s). This requirement is at a minimum an affirmative
obligation to cooperate with the new provider(s), however additional requirements may be outlined in the Grant
Work Plan. The Grantee shall not perform any services after Agreement expiration or termination, except as
necessary to complete the transition or continued portion of the Agreement, if any.
14. Notice of Default.
If Grantee defaults in the performance of any covenant or obligation contained in the Agreement, including, any of
the events of default, Department shall provide notice to Grantee and an opportunity to cure that is reasonable under
the circumstances. This notice shall state the nature of the failure to perform and provide a time certain for correcting
the failure. The notice will also provide that, should the Grantee fail to perform within the time provided, Grantee will
be found in default, and Department may terminate the Agreement effective as of the date of receipt of the default
notice.
15. Events of Default.
Provided such failure is not the fault of Department or outside the reasonable control of Grantee, the following non-
exclusive list of events, acts, or omissions, shall constitute events of default:
a. The commitment of any material breach of this Agreement by Grantee, including failure to timely deliver a
material deliverable, failure to perform the minimal level of services required for a deliverable, discontinuance of
the performance of the work, failure to resume work that has been discontinued within a reasonable time after
notice to do so, or abandonment of the Agreement;
b. The commitment of any material misrepresentation or omission in any materials, or discovery by the Department
of such, made by the Grantee in this Agreement or in its application for funding;
c. Failure to submit any of the reports required by this Agreement or having submitted any report with incorrect,
incomplete, or insufficient information;
d. Failure to honor any term of the Agreement;
e. Failure to abide by any statutory, regulatory, or licensing requirement, including an entry of an order revoking
the certificate of authority granted to the Grantee by a state or other licensing authority;
f. Failure to pay any and all entities, individuals, and furnishing labor or materials, or failure to make payment to
any other entities as required by this Agreement;
g. Employment of an unauthorized alien in the performance of the work, in violation of Section 274 (A) of the
Immigration and Nationality Act;
h. Failure to maintain the insurance required by this Agreement;
i. One or more of the following circumstances, uncorrected for more than thirty (30) days unless, within the
specified 30 -day period, Grantee (including its receiver or trustee in bankruptcy) provides to Department adequate
assurances, reasonably acceptable to Department, of its continuing ability and willingness to fulfill its obligations
under the Agreement:
i. Entry of an order for relief under Title 11 of the United States Code;
ii. The making by Grantee of a general assignment for the benefit of creditors;
iii. The appointment of a general receiver or trustee in bankruptcy of Grantee's business or property;
and/or
iv. An action by Grantee under any state insolvency or similar law for the purpose of its bankruptcy,
reorganization, or liquidation.
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16. Suspension of Work,
The Department may, in its sole discretion, suspend any or all activities under the Agreement, at any time, when it is
in the best interest of the State to do so. The Department shall provide Grantee written notice outlining the particulars
of suspension. Examples of reasons for suspension include, but are not limited to, budgetary constraints, declaration
of emergency, or other such circumstances. After receiving a suspension notice, Grantee shall comply with the notice.
Within 90 days, or any longer period agreed to by the parties, Department shall either: (1) issue a notice authorizing
resumption of work, at which time activity shall resume; or (2) terminate the Agreement. If the Agreement is
terminated after 30 days of suspension, the notice of suspension shall be deemed to satisfy the thirty (30) days' notice
required for a notice of termination for convenience. Suspension of work shall not entitle Grantee to any additional
compensation.
17. Force Majeure.
The Grantee shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence
of Grantee or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts
of public enemies, strikes, fires, floods, or other similar cause wholly beyond Grantee's control, or for any of the
foregoing that affect subcontractors or suppliers if no alternate source of supply is available to Grantee. In case of
any delay Grantee believes is excusable, Grantee shall notify Department in writing of the delay or potential delay
and describe the cause of the delay either (1) within ten days after the cause that creates or will create the delay first
arose, if Grantee could reasonably foresee that a delay could occur as a result; or (2) if delay is not reasonably
foreseeable, within five days after the date Grantee first had reason to believe that a delay could result. THE
FOREGOING SHALL CONSTITUTE THE GRANTEE'S SOLE REMEDY OR EXCUSE WITH RESPECT
TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No
claim for damages, other than for an extension of time, shall be asserted against Department. The Grantee shall not be
entitled to an increase in the Agreement price or payment of any kind from Department for direct, indirect,
consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or
inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If
performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after
the causes have ceased to exist Grantee shall perform at no increased cost, unless Department determines, in its sole
discretion, that the delay will significantly impair the value of the Agreement to Department, in which case Department
may: (1) accept allocated performance or deliveries from Grantee, provided that Grantee grants preferential treatment
to Department with respect to products subjected to allocation; (2) contract with other sources (without recourse to
and by Grantee for the related costs and expenses) to replace all or part of the products or services that are the subject
of the delay, which purchases may be deducted from the Agreement quantity; or (3) terminate Agreement in whole or
in part.
18. Indemnification.
a. The Grantee shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall
fully indemnify, defend, and hold harmless Department and its officers, agents, and employees, from suits,
actions, damages, and costs of every name and description arising from or relating to:
i. personal injury and damage to real or personal tangible property alleged to be caused in whole or in
part by Grantee, its agents, employees, partners, or subcontractors; provided, however, that Grantee
shall not indemnify for that portion of any loss or damages proximately caused by the negligent act
or omission of Department;
ii. the Grantee's breach of this Agreement or the negligent acts or omissions of Grantee.
b. The Grantee's obligations under the preceding paragraph with respect to any legal action are contingent upon
Department giving Grantee: (1) written notice of any action or threatened action; (2) the opportunity to take over
and settle or defend any such action at Grantee's sole expense; and (3) assistance in defending the action at
Grantee's sole expense. The Grantee shall not be liable for any cost, expense, or compromise incurred or made
by Department in any legal action without Grantee's prior written consent, which shall not be unreasonably
withheld.
c. Notwithstanding sections a. and b. above, the following is the sole indemnification provision that applies to
Grantees that are governmental entities: Each party hereto agrees that it shall be solely responsible for the
negligent or wrongful acts of its employees and agents. However, nothing contained herein shall constitute a
waiver by either party of its sovereign immunity or the provisions of Section 768.28, F.S. Further, nothing herein
shall be construed as consent by a state agency or subdivision of the State to be sued by third parties in any matter
arising out of any contract or this Agreement.
d. No provision in this Agreement shall require Department to hold harmless or indemnify Grantee, insure or assume
liability for Grantee's negligence, waive Department's sovereign immunity under the laws of Florida, or
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otherwise impose liability on Department for which it would not otherwise be responsible. Any provision,
implication or suggestion to the contrary is null and void.
19. Limitation of Liability.
The Department's liability for any claim arising from this Agreement is limited to compensatory damages in an amount
no greater than the sum of the unpaid balance of compensation due for goods or services rendered pursuant to and in
compliance with the terms of the Agreement. Such liability is further limited to a cap of $100,000.
20. Remedies.
Nothing in this Agreement shall be construed to make Grantee liable for force majeure events. Nothing in this
Agreement, including financial consequences for nonperformance, shall limit Department's right to pursue its
remedies for other types of damages under the Agreement, at law or in equity. The Department may, in addition to
other remedies available to it, at law or in equity and upon notice to Grantee, retain such monies from amounts due
Grantee as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against it.
21. Waiver.
The delay or failure by Department to exercise or enforce any of its rights under this Agreement shall not constitute
or be deemed a waiver of Department's right thereafter to enforce those rights, nor shall any single or partial exercise
of any such right preclude any other or further exercise thereof or the exercise of any other right.
22. Statutory Notices Relating to Unauthorized Employment and Subcontracts.
a. The Department shall consider the employment by any Grantee of unauthorized aliens a violation of Section
274A(e) of the Immigration and Nationality Act. If Grantee/subcontractor knowingly employs unauthorized
aliens, such violation shall be cause for unilateral cancellation of this Agreement. The Grantee shall be responsible
for including this provision in all subcontracts with private organizations issued as a result of this Agreement.
b. Pursuant to Sections 287.133, 287.134, and 287.137 F.S., the following restrictions apply to persons placed on
the convicted vendor list, discriminatory vendor list, or the antitrust violator vendor list:
i. Public Entity Crime. A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract
to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a
contract with a public entity for the construction or repair of a public building or public work; may
not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded
or perform work as a Grantee, supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of the threshold amount
provided in Section 287.017, F.S., for CATEGORY TWO for a period of 36 months following the
date of being placed on the convicted vendor list.
ii. Discriminatory Vendors. An entity or affiliate who has been placed on the discriminatory vendor
list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a
public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the
construction or repair of a public building or public work; may not submit bids, proposals, or replies
on leases of real property to a public entity; may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public entity; and may not transact
business with any public entity.
iii. Antitrust Violator Vendors. A person or an affiliate who has been placed on the antitrust violator
vendor list following a conviction or being held civilly liable for an antitrust violation may not
submit a bid, proposal, or reply on any contract to provide any good or services to a public entity;
may not submit a bid, proposal, or reply on any contract with a public entity for the construction or
repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real
property to a public entity; may not be awarded or perform work as a Grantee, supplier,
subcontractor, or consultant under a contract with a public entity; and may not transact new business
with a public entity.
iv. Notification. The Grantee shall notify Department if it or any of its suppliers, subcontractors, or
consultants have been placed on the convicted vendor list, the discriminatory vendor list, or antitrust
violator vendor list during the life of the Agreement. The Florida Department of Management
Services is responsible for maintaining the discriminatory vendor list and the antitrust violator
vendor list and posts the list on its website. Questions regarding the discriminatory vendor list or
antitrust violator vendor list may be directed to the Florida Department of Management Services,
Office of Supplier Diversity, at (850) 487-0915.
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23. Compliance with Federal, State and Local Laws.
a. The Grantee and all its agents shall comply with all federal, state and local regulations, including, but not limited
to, nondiscrimination, wages, social security, workers' compensation, licenses, and registration requirements.
The Grantee shall include this provision in all subcontracts issued as a result of this Agreement.
b. No person, on the grounds of race, creed, color, religion, national origin, age, gender, or disability, shall be
excluded from participation in; be denied the proceeds or benefits of, or be otherwise subjected to discrimination
in performance of this Agreement.
c. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
d. Any dispute concerning performance of the Agreement shall be processed as described herein. Jurisdiction for
any damages arising under the terms of the Agreement will be in the courts of the State, and venue will be in the
Second Judicial Circuit, in and for Leon County. Except as otherwise provided by law, the parties agree to be
responsible for their own attorney fees incurred in connection with disputes arising under the terms of this
Agreement.
24. Scrutinized Companies.
a. Grantee certifies that it is not on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of
Israel. Pursuant to Section 287.135, F.S., the Department may immediately terminate this Agreement at its sole
option if the Grantee is found to have submitted a false certification; or if the Grantee is placed on the Scrutinized
Companies that Boycott Israel List or is engaged in the boycott of Israel during the term of the Agreement.
b. If this Agreement is for more than one million dollars, the Grantee certifies that it is also not on the Scrutinized
Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List, or engaged with business operations in Cuba or Syria as identified in Section 287.135, F.S. Pursuant to
Section 287.135, F.S., the Department may immediately terminate this Agreement at its sole option if the Grantee
is found to have submitted a false certification; or if the Grantee is placed on the Scrutinized Companies with
Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or
engaged with business operations in Cuba or Syria during the term of the Agreement.
c. As provided in Subsection 287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions then
they shall become inoperative.
25. Lobbying and Integrity.
The Grantee agrees that no funds received by it under this Agreement will be expended for the purpose of lobbying
the Legislature or a State agency pursuant to Section 216.347, F.S., except that pursuant to the requirements of Section
287.058(6), F.S., during the term of any executed agreement between Grantee and the State, Grantee may lobby the
executive or legislative branch concerning the scope of services, performance, term, or compensation regarding that
agreement. The Grantee shall comply with Sections 11.062 and 216.347, F.S.
26. Record Keeping.
The Grantee shall maintain books, records and documents directly pertinent to performance under this Agreement in
accordance with United States generally accepted accounting principles (US GAAP) consistently applied. The
Department, the State, or their authorized representatives shall have access to such records for audit purposes during
the term of this Agreement and for five (5) years following the completion date or termination of the Agreement. In
the event that any work is subcontracted, Grantee shall similarly require each subcontractor to maintain and allow
access to such records for audit purposes. Upon request of Department's Inspector General, or other authorized
State official, Grantee shall provide any type of information the Inspector General deems relevant to Grantee's
integrity or responsibility. Such information may include, but shall not be limited to, Grantee's business or financial
records, documents, or files of any type or form that refer to or relate to Agreement. The Grantee shall retain such
records for the longer of. (1) three years after the expiration of the Agreement; or (2) the period required by the
General Records Schedules maintained by the Florida Department of State (available at:
hU://dos.myLlorida.com/library-archives/records-mans eg ment/general-records-schedulesn.
27. Audits.
a. Inspector General. The Grantee understands its duty, pursuant to Section 20.055(5), F.S., to cooperate with the
inspector general in any investigation, audit, inspection, review, or hearing. The Grantee will comply with this
duty and ensure that its sub -grantees and/or subcontractors issued under this Agreement, if any, impose this
requirement, in writing, on its sub -grantees and/or subcontractors, respectively.
b. Physical Access and Inspection. Department personnel shall be given access to and may observe and inspect
work being performed under this Agreement, with reasonable notice and during normal business hours, including
by any of the following methods:
i. Grantee shall provide access to any location or facility on which Grantee is performing work, or
storing or staging equipment, materials or documents;
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ii. Grantee shall permit inspection of any facility, equipment, practices, or operations required in
performance of any work pursuant to this Agreement; and,
iii. Grantee shall allow and facilitate sampling and monitoring of any substances, soils, materials or
parameters at any location reasonable or necessary to assure compliance with any work or legal
requirements pursuant to this Agreement.
c. Special Audit Requirements. The Grantee shall comply with the applicable provisions contained in Attachment
5, Special Audit Requirements. Each amendment that authorizes a funding increase or decrease shall include an
updated copy of Exhibit 1, to Attachment 5. If Department fails to provide an updated copy of Exhibit 1 to include
in each amendment that authorizes a funding increase or decrease, Grantee shall request one from the
Department's Grants Manager. The Grantee shall consider the type of financial assistance (federal and/or state)
identified in Attachment 5, Exhibit 1 and determine whether the terms of Federal and/or Florida Single Audit Act
Requirements may further apply to lower tier transactions that may be a result of this Agreement. For federal
financial assistance, Grantee shall utilize the guidance provided under 2 CFR §200.331 for determining whether
the relationship represents that of a subrecipient or vendor. For State financial assistance, Grantee shall utilize the
form entitled "Checklist for Nonstate Organizations Recipient/Subrecipient vs Vendor Determination" (form
number DFS -A2 -NS) that can be found under the "Links/Forms" section appearing at the following website:
https:\\apps.fldfs.com\fsaa.
d. Proof of Transactions. In addition to documentation provided to support cost reimbursement as described herein,
Department may periodically request additional proof of a transaction to evaluate the appropriateness of costs to
the Agreement pursuant to State guidelines (including cost allocation guidelines) and federal, if applicable.
Allowable costs and uniform administrative requirements for federal programs can be found under 2 CFR
200. The Department may also request a cost allocation plan in support of its multipliers (overhead, indirect,
general administrative costs, and fringe benefits). The Grantee must provide the additional proof within thirty
(30) days of such request.
e. No Commingling of Funds. The accounting systems for all Grantees must ensure that these funds are not
commingled with funds from other agencies. Funds from each agency must be accounted for separately. Grantees
are prohibited from commingling funds on either a program -by -program or a project -by -project basis. Funds
specifically budgeted and/or received for one project may not be used to support another project. Where a
Grantee's, or subrecipient's, accounting system cannot comply with this requirement, Grantee, or subrecipient,
shall establish a system to provide adequate fund accountability for each project it has been awarded.
i. If Department finds that these funds have been commingled, Department shall have the right to
demand a refund, either in whole or in part, of the funds provided to Grantee under this Agreement
for non-compliance with the material terms of this Agreement. The Grantee, upon such written
notification from Department shall refund, and shall forthwith pay to Department, the amount of
money demanded by Department. Interest on any refund shall be calculated based on the prevailing
rate used by the State Board of Administration. Interest shall be calculated from the date(s) the
original payment(s) are received from Department by Grantee to the date repayment is made by
Grantee to Department.
ii. In the event that the Grantee recovers costs, incurred under this Agreement and reimbursed by
Department, from another source(s), Grantee shall reimburse Department for all recovered funds
originally provided under this Agreement and interest shall be charged for those recovered costs as
calculated on from the date(s) the payment(s) are recovered by Grantee to the date repayment is
made to Department.
iii. Notwithstanding the requirements of this section, the above restrictions on commingling funds do
not apply to agreements where payments are made purely on a cost reimbursement basis.
28. Conflict of Interest.
The Grantee covenants that it presently has no interest and shall not acquire any interest which would conflict in any
manner or degree with the performance of services required.
29. Independent Contractor.
The Grantee is an independent contractor and is not an employee or agent of Department.
30. Subcontracting.
a. Unless otherwise specified in the Special Terms and Conditions, all services contracted for are to be performed
solely by Grantee.
b. The Department may, for cause, require the replacement of any Grantee employee, subcontractor, or agent. For
cause, includes, but is not limited to, technical or training qualifications, quality of work, change in security status,
or non-compliance with an applicable Department policy or other requirement.
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c. The Department may, for cause, deny access to Department's secure information or any facility by any Grantee
employee, subcontractor, or agent.
d. The Department's actions under paragraphs b. or c. shall not relieve Grantee of its obligation to perform all work
in compliance with the Agreement. The Grantee shall be responsible for the payment of all monies due under any
subcontract. The Department shall not be liable to any subcontractor for any expenses or liabilities incurred under
any subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred
under any subcontract.
e. The Department will not deny Grantee's employees, subcontractors, or agents access to meetings within the
Department's facilities, unless the basis of Department's denial is safety or security considerations.
f. The Department supports diversity in its procurement program and requests that all subcontracting opportunities
afforded by this Agreement embrace diversity enthusiastically. The award of subcontracts should reflect the full
diversity of the citizens of the State. A list of minority-owned firms that could be offered subcontracting
opportunities may be obtained by contacting the Office of Supplier Diversity at (850) 487-0915.
g. The Grantee shall not be liable for any excess costs for a failure to perform, if the failure to perform is caused by
the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both
Grantee and the subcontractor(s), and without the fault or negligence of either, unless the subcontracted products
or services were obtainable from other sources in sufficient time for Grantee to meet the required delivery
schedule.
31. Guarantee of Parent Company.
If Grantee is a subsidiary of another corporation or other business entity, Grantee asserts that its parent company will
guarantee all of the obligations of Grantee for purposes of fulfilling the obligations of Agreement. In the event Grantee
is sold during the period the Agreement is in effect, Grantee agrees that it will be a requirement of sale that the new
parent company guarantee all of the obligations of Grantee.
32. Survival.
The respective obligations of the parties, which by their nature would continue beyond the termination or expiration
of this Agreement, including without limitation, the obligations regarding confidentiality, proprietary interests, and
public records, shall survive termination, cancellation, or expiration of this Agreement.
33. Third Parties.
The Department shall not be deemed to assume any liability for the acts, failures to act or negligence of Grantee, its
agents, servants, and employees, nor shall Grantee disclaim its own negligence to Department or any third party. This
Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. If
Department consents to a subcontract, Grantee will specifically disclose that this Agreement does not create any third -
party rights. Further, no third parties shall rely upon any of the rights and obligations created under this Agreement.
34. Severability.
If a court of competent jurisdiction deems any term or condition herein void or unenforceable, the other provisions
are severable to that void provision, and shall remain in full force and effect.
35. Grantee's Employees, Subcontractors and Agents.
All Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained
technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of
technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under
Agreement must comply with all security and administrative requirements of Department and shall comply with all
controlling laws and regulations relevant to the services they are providing under the Agreement.
36. Assignment.
The Grantee shall not sell, assign, or transfer any of its rights, duties, or obligations under the Agreement, or under
any purchase order issued pursuant to the Agreement, without the prior written consent of Department. In the event
of any assignment, Grantee remains secondarily liable for performance of the Agreement, unless Department expressly
waives such secondary liability. The Department may assign the Agreement with prior written notice to Grantee of its
intent to do so.
37. Compensation Report.
If this Agreement is a sole -source, public-private agreement or if the Grantee, through this agreement with the State,
annually receive 50% or more of their budget from the State or from a combination of State and Federal funds, the
Grantee shall provide an annual report, including the most recent IRS Form 990, detailing the total compensation for
the entities' executive leadership teams. Total compensation shall include salary, bonuses, cashed -in leave, cash
equivalents, severance pay, retirement benefits, deferred compensation, real -property gifts, and any other payout.
The Grantee must also inform the Department of any changes in total executive compensation between the annual
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reports. All compensation reports must indicate what percent of compensation comes directly from the State or
Federal allocations to the Grantee.
38. Execution in Counterparts and Authority to Sign.
This Agreement, any amendments, and/or change orders related to the Agreement, may be executed in counterparts,
each of which shall be an original and all of which shall constitute the same instrument. In accordance with the
Electronic Signature Act of 1996, electronic signatures, including facsimile transmissions, may be used and shall have
the same force and effect as a written signature. Each person signing this Agreement warrants that he or she is duly
authorized to do so and to bind the respective party to the Agreement.
Attachment 1
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STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
Special Terms and Conditions
AGREEMENT NO. 22RRE09
ATTACHMENT 2
These Special Terms and Conditions shall be read together with general terms outlined in the Standard Terms and
Conditions, Attachment 1. Where in conflict, these more specific terms shall apply.
1. Scope of Work.
The Project funded under this Agreement is the Coastal Resilience Partnership of Southeast Pahn Beach County Vulnerability
Assessment Update. The Project is defined in more detail in Attachment 3, Grant Work Plan.
2. Duration.
a. Reimbursement Period. The reimbursement period for this Agreement is the same as the term of the Agreement.
b. Extensions. There are no extensions available for this Project.
c. Service Periods. Additional service periods are not authorized under this Agreement.
3. Payment Provisions.
a. Compensation. This is a cost reimbursement Agreement. The Grantee shall be compensated under this Agreement
as described in Attachment 3.
b. Invoicine. Invoicing will occur as indicated in Attachment 3.
c. Advance Pay. Advance Pay is not authorized under this Agreement.
4. Cost Eligible for Reimbursement or Matching Requirements.
Reimbursement for costs or availability for costs to meet matching requirements shall be limited to the following
budget categories, as defined in the Reference Guide for State Expenditures, as indicated:
Reimbursement Match Category
❑ ❑ Salaries/Wages
Overhead/Indirect/General and Administrative Costs:
❑ ❑ a. Fringe Benefits, N/A.
❑ ❑ b. Indirect Costs, N/A.
® ❑ Contractual (Subcontractors)
❑ ❑ Travel, in accordance with Section 112, F.S.
❑ ❑ Equipment
❑ ❑ Rental/Lease of Equipment
❑ ❑ Miscellaneous/Other Expenses
❑ ❑ Land Acquisition
5. Equipment Purchase.
No Equipment purchases shall be funded under this Agreement.
6. Land Acquisition.
There will be no Land Acquisitions funded under this Agreement.
7. Match Requirements
There is no match required on the part of the Grantee under this Agreement.
8. Insurance Requirements
Required Coverage. At all times during the Agreement the Grantee, at its sole expense, shall maintain insurance
coverage of such types and with such terms and limits described below. The limits of coverage under each policy
maintained by the Grantee shall not be interpreted as limiting the Grantee's liability and obligations under the
Attachment 2
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Rev. 8/19/2021
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
GRANT WORK PLAN
DEP AGREEMENT NO.: 22RRE09
ATTACHMENT
I. TITLE PAGE
1. PROJECT TITLE: Coastal Resilience Partnership of Southeast Palm Beach County Vulnerability
Assessment Update
2. GRANTEE Contact Information:
Organization Name: City of Boynton Beach
Name of Authorized Signer:
Lori LaVerriere
Title:
Ci , Manager
Address:
100 E. Ocean Avenue
City:
Boynton Beach
Zip Code:
33435
Area Code and Telephone Number: 561-742-6010
E-mail Address:
LaVemereL(d,)bbfl.us
3. GRANT MANAGER Contact Information:
Organization Name: City of Boynton Beach
Name: Rebecca Harvey
Title: Sustainability Coordinator
Address: 100 E. Ocean Avenue
City: Boynton Beach
Zip Code: 33435
Area Code and Telephone Number: 561-742-6494
E-mail Address: HarveyRAbbfl.us
4. FISCAL AGENT Contact Information:
Organization Name: City of Boynton Beach
Name:
Corinne Elliot
Title:
Deputy Finance Director
Address:
100 E. Ocean Avenue
City:
Boynton Beach
Zip Code:
33435
Area Code and Telephone Number: 561-742-6311
Attachment 3, DEP Agreement #: 22RRE09
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Rev. 11/8/2021
Agreement. All insurance policies shall be through insurers licensed and authorized to issue policies in Florida, or
alternatively, Grantee may provide coverage through a self-insurance program established and operating under the
laws of Florida. Additional insurance requirements for this Agreement may be required elsewhere in this Agreement,
however the minimum insurance requirements applicable to this Agreement are:
a. Commercial General Liability Insurance.
The Grantee shall provide adequate commercial general liability insurance coverage and hold such liability
insurance at all times during the Agreement. The Department, its employees, and officers shall be named as
an additional insured on any general liability policies. The minimum limits shall be $250,000 for each
occurrence and $500,000 policy aggregate.
b. Commercial Automobile Insurance.
If the Grantee's duties include the use of a commercial vehicle, the Grantee shall maintain automobile
liability, bodily injury, and property damage coverage. Insuring clauses for both bodily injury and property
damage shall provide coverage on an occurrence basis. The Department, its employees, and officers shall be
named as an additional insured on any automobile insurance policy. The minimum limits shall be as follows:
$200,000/300,000 Automobile Liability for Company -Owned Vehicles, if applicable
$200,000/300,000 Hired and Non -owned Automobile Liability Coverage
c. Workers' Compensation and Employer's Liabili1y Coverage.
The Grantee shall provide workers' compensation, in accordance with Chapter 440, F.S. and employer
liability coverage with minimum limits of $100,000 per accident, $100,000 per person, and $500,000 policy
aggregate. Such policies shall cover all employees engaged in any work under the Grant.
d. Other Insurance. None.
9. Quality Assurance Requirements.
There are no special Quality Assurance requirements under this Agreement.
10. Retainage.
No retainage is required under this Agreement.
11. Subcontracting.
The Grantee may subcontract work under this Agreement without the prior written consent of the Department's
Grant Manager except for certain fixed-price subcontracts pursuant to this Agreement, which require prior approval.
The Grantee shall submit a copy of the executed subcontract to the Department prior to submitting any invoices for
subcontracted work. Regardless of any subcontract, the Grantee is ultimately responsible for all work to be
performed under this Agreement.
12. State-owned Land.
The work will not be performed on State-owned land.
13. Office of Policy and Budget Reporting.
There are no special Office of Policy and Budget reporting requirements for this Agreement.
14. Additional Terms.
Documentary Evidence Requirement for Subcontractor(s). If any work associated with this Agreement is completed
by a subcontractor(s), the Grantee shall require that such subcontractor(s) submit documentary evidence (e.g.,
workshop agendas; meeting recordings) to Grantee demonstrating that the subcontractor(s) has fully performed its
Project obligation(s). The Grantee shall forward copies of all such documentary evidence to the Department with the
Grantee's relevant deliverable(s), using the approved Project Timeline set forth in Attachment 3 to this Agreement
(Grant Work Plan).
Attachment 2
2of2
Rev. 8/19/2021
E-mail Address:ElliotC(a)bbfl.us
5. WORK PERFORMED BY: Sub -Contractor Only
6. SUBCONTRACTOR'S CONTACT INFORMATION: (if applicable & known)
Organization Name: Collective Water Resources, LLC
Name: Elizabeth Perez
Title: President
Address: 250 S. Australian Ave.. Suite 1110
City: West Palm Beach
Zip Code: 33401
Area Code and Telephone Number: 561-779-3552
E-mail Address: LPerezAcollectivewater.com
7. PROJECT LOCATION:
A. List of County(ies): Palm Beach County
B. List of City(ies)/Town(s)Nillage(s): Cities of Boynton Beach, Boca Raton, Delray Beach, and
Lake Worth Beach; Towns of Highland Beach, Ocean Ridge, and Lantana; and a portion of
unincorporated Palm Beach County
C. State Lands Lease Agreement Number(s): N/A
Provide lease agreement number(s) for any work that will be performed on State Lands. If work
will not be on any state lands, please indicate N/A.
Remainder of this page intentionally left blank.
Attachment 3, DEP Agreement #: 22RRE09
2 of 6
Rev. 11/8/2021
II. WORK PLAN
8. PROJECT DESCRIPTION: The Coastal Resilience Partnership of Southeast Palm Beach County
(CRP) completed a Climate Change Vulnerability Assessment (CCVA) for the jurisdictions of Boynton
Beach, Boca Raton, Delray Beach, Highland Beach, Ocean Ridge, Lantana, Lake Worth Beach, and a
portion of unincorporated Palm Beach County in July 2021. The CCVA meets many of the
requirements of the new Resilient Florida Grant Program (Section 380.093, Florida Statute (F.S.)), but
the analysis needs to be expanded to include the National Oceanic and Atmospheric Administration
(NOAA) intermediate -low and intermediate -high sea level rise projections for 2040 and 2070 to be
compliant. The new analysis will update storm surge and tidal flooding for all critical assets per the
statute for the entire Project Location as well as incorporate the updated Federal Emergency
Management Agency (FEMA) coastal hazard maps for Palm Beach County, if available.
9. BUDGET SUMMARY: Allowable budget categories, form of payment, and cost for each task for this
project are listed in the table below.
ALLOWABLE PROJECT BUDGET DETAIL
A. CONTRACTUAL SERVICES:
CONTRACTUAL SERVICES BUDGET DETAIL
Company Name* Task 1
Task 2
Task 3
Total
Collective Water $32,000
Grant
Budget Categories
Payment
Task 1
Task 2
Task 3
Amount
Contractual Total by $32,000
$30,000
$12,000
$74,000
Tasks
Awarded
Contractual
Reimbursement
$32,000
$30,000
$12,000
$74,000
Services
GRANT AGREEMENT TOTAL
$32,000
$30,000
$12,000
$74,000
A. CONTRACTUAL SERVICES:
CONTRACTUAL SERVICES BUDGET DETAIL
Company Name* Task 1
Task 2
Task 3
Total
Collective Water $32,000
$30,000
$12,000
$74,000
Resources, LLC.
Updated Asset Vulnerability Analysis
1 6/1/2022
$30,000
Contractual Total by $32,000
$30,000
$12,000
$74,000
Tasks
$74,000
10. PROJECT TIMELINE: The tasks must be completed by, and all deliverables received by, the
corresponding task due date. Cost reimbursable grant funding must not exceed the budget amounts as
indicated below. Requests for any change must be submitted prior to the current task due date listed in
the project timeline. Requests are to be sent via separate email to the Department's Grant Manager,
with the details of the request being made and the reason for the request.
PROJECT TIMELINE
Task
No.
Task Title
Task Due
Date
Funding
Amount
I
Tidal Flooding and Storm Surge
Depth and Elevation Rasters
6/1/2022
$32,000
2
Updated Asset Vulnerability Analysis
1 6/1/2022
$30,000
3
Technical Memorandum
6/1/2022
$12,000
Grant Total
$74,000
Attachment 3, DEP Agreement #: 22RRE09
3 of 6
Rev. 11/8/2021
11. PERFORMANCE MEASURES: The Grantee will submit all deliverables for each task via one (1)
PDF document to the Department's Grant Manager on or before the Task Due Date listed in the Project
Timeline. The Department's Grant Manager will review the deliverables to verify that they meet the
specifications in the Grant Work Plan and this task description, to include any work being performed
by any subcontractor(s). Upon review and written acceptance by the Department's Grant Manager of
all deliverables under this task, the Grantee may proceed with payment request submittal.
12. CONSEQUENCES FOR NON-PERFORMANCE: The Department will reduce each Task Funding
Amount by five percent (5%) for every day that the task deliverable(s) are not received on the specified
due date listed in the Agreement's most recent Project Timeline. Should a Change Order or Amendment
be requested on the date of or after the most current task due date, the five percent (5%) reduction of
that Task Funding Amount will be imposed until the date of the requested change is received, via email
by the Department.
13. PAYMENT REQUEST SCHEDULE: Grantee may submit a request for the Task Funding Amount
to be paid using the Exhibit C, after all deliverables for that task have been approved by the Department.
Request(s) for payment must include the Exhibit A showing one hundred percent (100%) completion
of that task and must be submitted within forty-five (45) days of the task/deliverable due date. Please
refer to Exhibit C for instructions on how to submit a payment request.
Or
Grantee may submit one request for the Grant Amount Awarded, by using the Exhibit C, after the
project is one hundred percent (1001/6) completed. The request for the Grant Amount Awarded, must
include an Exhibit A showing one hundred percent (100%) completion for all tasks, and must be
submitted within forty-five (45) days of the last task/deliverable due date.
14. FUNDING SOURCE: Grantee agrees to include on all publications, printed reports, audiovisuals
(including videos, slides, and websites except that unless required under the special terms of this
Agreement, this requirement does not apply to audiovisuals produced as research instruments or for
documenting experimentation or findings and which are not intended for presentation to the general
public), or similar materials the DEP logo (which can be found on the Department's website at
https://floridadep.gov/ or by contacting the Grant Manager for a copy) as well as the following
language:
"This work was funded in part through a grant agreement from the Florida Department of
Environmental Protection, Resilient Florida Program, by a grant provided by the Office of Resilience
and Coastal Protection. The views, statements, findings, conclusions and recommendations expressed
herein are those of the author(s) and do not necessarily reflect the views of the State of Florida or any
of its subagencies."
The next printed line shall identify the month and year of the publication.
III. TASKS & DELIVERABLES
Task #1: Tidal Floodine and Storm Sure Deuth and Elevation Rasters
A. Description: Update the tidal flooding and storm surge analyses in the 2021 CCVA to comply with
Section 380.093, F.S. The updates would include the 2017 NOAA intermediate -low and
intermediate -high sea level rise projections for 2040 and 2070 as well as the updated FEMA coastal
Attachment 3, DEP Agreement #: 22RRE09
4 of 6
Rev. 11/8/2021
hazard maps for Palm Beach County, if available. One (1) workshop (either held virtually or in
person) will be held to present results of the update analyses.
B. Deliverables: The Grantee will submit all task/deliverables for each task to the Department's Grant
Manager on or before the task/deliverable due date listed in the Project Timeline.
1) Summary report from the workshop, including attendee feedback and outcomes.
2) All materials created at the workshop (as applicable).
3) Report to include a summary of flood analysis results.
4) Raster data for each of the flood projections.
Task #2: Updated Asset Vulnerability Analysis
A. Description: Update the existing asset vulnerability analyses in the 2021 CCVA to include the new
tidal flooding and storm surge depth and elevation rasters to comply with Section 380.093, F.S.
The update will include 32 analysis permutations (2 horizons x 2 scenarios x 2 threats x 4
asset categories) and include the following four asset categories: 1) transportation assets and
evacuation routes; 2) critical infrastructure; 3) critical community and emergency facilities and
4) natural, cultural, and historic resources. One (1) workshop (either held virtually or in person)
will be held to present results.
B. Deliverables: The Grantee will submit all task/deliverables for each task via to the Department's
Grant Manager on or before the task/deliverable due date listed in the Project Timeline.
1) Summary report from the workshop, including attendee feedback and outcomes.
2) All materials created at the workshop (as applicable).
3) Summary report (PDF document) of the GIS data that was developed, and the data sets
used to update the Vulnerability Assessment.
4) GIS shapefiles, file geodatabase, or ArcGIS Pro project package format of all electronic
mapping data used to illustrate flooding and sea level rise impacts identified in the updated
Vulnerability Assessment. The data will include 32 analysis permutations and will include
compliant metadata and will be provided at the asset and census tract scales in the
appropriate Florida State Plan projection as specified in s. 380.093, F.S.
5) List of critical assets (as defined in s. 380.093, F.S.) and regionally significant assets that
are impacted by flooding and sea level rise as identified in the updated Vulnerability
Assessment provided in GIS shapefiles, file geodatabase, or ArcGIS Pro project package
format.
Task #3: Technical Memorandum
A. Description: Develop a technical memorandum to include the methodology and results of the
updated Vulnerability Assessment.
B. Deliverables: The Grantee will submit all task/deliverables for each task to the Department's Grant
Manager on or before the task/deliverable due date listed in the Project Timeline.
1) Technical memorandum (PDF document) to summarize the updated CCVA methodology
and resulting vulnerabilities to tidal flooding and storm surge for each of the four asset
categories identified in Task #2. The memorandum will include each requirement of s.
380.093, F.S. that is addressed in the vulnerability analysis, to include the following:
a. The depth of:
i. Tidal flooding, including future high tide flooding, which must use
thresholds published and provided by the Department. The analysis
should also geographically display the number of tidal flood days
Attachment 3, DEP Agreement #: 22RRE09
5 of 6
Rev. 11/8/2021
expected for each scenario and planning horizon (as
applicable/practicable).
ii. Current and future storm surge flooding using publicly available NOAA
or FEMA storm surge data. The initial storm surge event used must
equal or exceed the current 100 -year flood event. Higher frequency
storm events may be analyzed to understand the exposure of a critical
asset.
b. The following scenarios and standards:
i. All analyses in North American Vertical Datum 88.
ii. At least two local sea level rise scenarios, including the 2017 NOAA
Intermediate -Low and Intermediate -High sea level rise projections.
iii. At least two planning horizons that include planning horizons for the
years 2040 and 2070.
iv. Local sea level data that has been interpolated between the two closest
NOAA tide gauges. Local sea level data may be taken from one such
gauge if the gauge has higher mean sea level. Data taken from an
alternate gauge may be used with appropriate rationale and Department
approval, as long as it is publicly available or submitted to the
Department.
v. Encompassing the entire municipality of each municipality identified in
the Project Location as well as an unincorporated area of Palm Beach
County and including all critical assets owned or maintained by
those jurisdictions within this designated scope.
vi. The most recent publicly available Digital Elevation Model and
generally accepted modeling techniques.
Attachment 3, DEP Agreement #: 22RRE09
6of6
Rev. 11/8/2021
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
Public Records Requirements
Attachment 4
1. Public Records.
a. If the Agreement exceeds $35,000.00, and if Grantee is acting on behalf of Department in its performance of services
under the Agreement, Grantee must allow public access to all documents, papers, letters, or other material, regardless
of the physical form, characteristics, or means of transmission, made or received by Grantee in conjunction with the
Agreement (Public Records), unless the Public Records are exempt from section 24(a) of Article I of the Florida
Constitution or section 11 9.07(l), F.S.
b. The Department may unilaterally terminate the Agreement if Grantee refuses to allow public access to Public Records
as required by law.
2. Additional Public Records Duties of Section 119.0701, F.S., If Applicable.
For the purposes of this paragraph, the term "contract" means the "Agreement." If Grantee is a "contractor" as
defined in section 119.0701(1)(a), F.S., the following provisions apply and the contractor shall:
a. Keep and maintain Public Records required by Department to perform the service.
b. Upon request, provide Department with a copy of requested Public Records or allow the Public Records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or
as otherwise provided by law.
c. A contractor who fails to provide the Public Records to Department within a reasonable time may be subject to
penalties under section 119. 10, F.S.
d. Ensure that Public Records that are exempt or confidential and exempt from Public Records disclosure requirements
are not disclosed except as authorized by law for the duration of the contract term and following completion of the
contract if the contractor does not transfer the Public Records to Department.
e. Upon completion of the contract, transfer, at no cost, to Department all Public Records in possession of the contractor
or keep and maintain Public Records required by Department to perform the service. If the contractor transfers all
Public Records to Department upon completion of the contract, the contractor shall destroy any duplicate Public
Records that are exempt or confidential and exempt from Public Records disclosure requirements. If the contractor
keeps and maintains Public Records upon completion of the contract, the contractor shall meet all applicable
requirements for retaining Public Records. All Public Records stored electronically must be provided to Department,
upon request from Department's custodian of Public Records, in a format specified by Department as compatible with
the information technology systems of Department. These formatting requirements are satisfied by using the data
formats as authorized in the contract or Microsoft Word, Outlook, Adobe, or Excel, and any software formats the
contractor is authorized to access.
f. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, F.S., TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THE CONTRACT, CONTACT THE DEPARTMENT'S
CUSTODIAN OF PUBLIC RECORDS AT:
Telephone: (850) 245-2118
Email: public. services(d)floridadep-gov
Mailing Address: Department of Environmental Protection
ATTN: Office of Ombudsman and Public Services
Public Records Request
3900 Commonwealth Boulevard, MS 49
Tallahassee, Florida 32399
Attachment 4
1ofl
Rev. 4/27/2018
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
Special Audit Requirements
(State and Federal Financial Assistance)
Attachment 5
The administration of resources awarded by the Department of Environmental Protection (which may be referred to
as the 'Department, 'DEP", "FDEP" or "Grantor" or other name in the agreement) to the recipient (which may be
referred to as the "Recipient, "Grantee" or other name in the agreement) may be subject to audits and/or monitoring
by the Department of Environmental Protection, as described in this attachment.
MONITORING
In addition to reviews of audits conducted in accordance with 2 C.F.R. Part 200, Subpart F -Audit Requirements, and
Section 215.97, F.S., as revised (see "AUDITS" below), monitoring procedures may include, but not be limited to,
on-site visits by DEP Department staff, limited scope audits as defined by 2 C.F.R. § 200.425, or other procedures.
By entering into this Agreement, the recipient agrees to comply and cooperate with any monitoring
procedures/processes deemed appropriate by the Department of Environmental Protection. In the event the
Department of Environmental Protection determines that a limited scope audit of the recipient is appropriate, the
recipient agrees to comply with any additional instructions provided by the Department to the recipient regarding such
audit. The recipient further agrees to comply and cooperate with any inspections, reviews, investigations, or audits
deemed necessary by the Chief Financial Officer (CFO) or Auditor General.
AUDITS
PART I: FEDERALLY FUNDED
This part is applicable if the recipient is a State or local government or a non-profit organization as defined in 2 C.F.R.
§ 200.330
A recipient that expends $750,000 or more in federal awards in its fiscal year, must have a single or program -
specific audit conducted in accordance with the provisions of 2 C.F.R. Part 200, Subpart F. EXHIBIT 1 to
this Attachment indicates federal funds awarded through the Department of Environmental Protection by this
Agreement. In determining the federal awards expended in its fiscal year, the recipient shall consider all
sources of federal awards, including federal resources received from the Department of Environmental
Protection. The determination of amounts of federal awards expended should be in accordance with the
guidelines established in 2 C.F.R. § § 200.502-503. An audit of the recipient conducted by the Auditor General
in accordance with the provisions of 2 C.F.R. Part 200.514 will meet the requirements of this part.
2. For the audit requirements addressed in Part I, paragraph 1, the recipient shall fulfill the requirements relative
to auditee responsibilities as provided in 2 C.F.R. §§ 200.508-512.
A recipient that expends less than $750,000 in federal awards in its fiscal year is not required to have an audit
conducted in accordance with the provisions of 2 C.F.R. Part 200, Subpart F -Audit Requirements. If the
recipient expends less than $750,000 in federal awards in its fiscal year and elects to have an audit conducted
in accordance with the provisions of 2 C.F.R. Part 200, Subpart F -Audit Requirements, the cost of the audit
must be paid from non-federal resources (i.e., the cost of such an audit must be paid from recipient resources
obtained from other federal entities).
4. The recipient may access information regarding the Catalog of Federal Domestic Assistance (CFDA) via the
internet at www.cfda.¢ov
Attachment 5
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BGS -DEP 55-215 revised 12/14/2020
PART II: STATE FUNDED
This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2), Florida Statutes.
1. In the event that the recipient expends a total amount of state financial assistance equal to or in excess of
$750,000 in any fiscal year of such recipient (for fiscal years ending June 30, 2017, and thereafter), the
recipient must have a State single or project -specific audit for such fiscal year in accordance with Section
215.97, F.S.; Rule Chapter 69I-5, F.A.C., State Financial Assistance; and Chapters 10.550 (local
governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General.
E)GIIBIT 1 to this form lists the state financial assistance awarded through the Department of Environmental
Protection by this agreement. In determining the state financial assistance expended in its fiscal year, the
recipient shall consider all sources of state financial assistance, including state financial assistance received
from the Department of Environmental Protection, other state agencies, and other nonstate entities. State
financial assistance does not include federal direct or pass-through awards and resources received by a
nonstate entity for Federal program matching requirements.
2. In connection with the audit requirements addressed in Part II, paragraph 1; the recipient shall ensure that the
audit complies with the requirements of Section 215.97(8), Florida Statutes. This includes submission of a
financial reporting package as defined by Section 215.97(2), Florida Statutes, and Chapters 10.550 (local
governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General.
3. If the recipient expends less than $750,000 in state financial assistance in its fiscal year (for fiscal year ending
June 30, 2017, and thereafter), an audit conducted in accordance with the provisions of Section 215.97,
Florida Statutes, is not required. In the event that the recipient expends less than $750,000 in state financial
assistance in its fiscal year, and elects to have an audit conducted in accordance with the provisions of Section
215.97, Florida Statutes, the cost of the audit must be paid from the non -state entity's resources (i.e., the cost
of such an audit must be paid from the recipient's resources obtained from other than State entities).
4. For information regarding the Florida Catalog of State Financial Assistance (CSFA), a recipient should access
the Florida Single Audit Act website located at https://api2s.fldfs.com/fsaa for assistance. In addition to the
above websites, the following websites may be accessed for information: Legislature's Website at
http://www.leg.state.fl.us/Welcome/index.cfin. State of Florida's website at hgp://www.mvflorida.com/,
Department of Financial Services' Website, at ho://www.fldfs.com/and the Auditor General's Website at
http://www.mvflorida.com/audgen/.
PART III: OTHER AUDIT REQUIREMENTS
(NOTE: This part would be used to speck any additional audit requirements imposed by the State awarding entity
that are solely a matter of that State awarding entity's policy (i.e., the audit is not required by Federal or State laws
and is not in conflict with other Federal or State audit requirements). Pursuant to Section 215.97(8), Florida Statutes,
State agencies may conduct or arrange for audits of State financial assistance that are in addition to audits conducted
in accordance with Section 215.97, Florida Statutes. In such an event, the State awarding agency must arrange for
funding the full cost of such additional audits.)
PART IV: REPORT SUBMISSION
Copies of reporting packages for audits conducted in accordance with 2 C.F.R. Part 200, Subpart F -Audit
Requirements, and required by PART I of this form shall be submitted, when required by 2 C.F.R. § 200.512,
by or on behalf of the recipient directly to the Federal Audit Clearinghouse (FAC) as provided in 2 C.F.R.
§§ 200.36 and 200.512
A. The Federal Audit Clearinghouse designated in 2 C.F.R. § 200.501(a) (the number of copies required by
2 C.F.R. § 200.501(a) should be submitted to the Federal Audit Clearinghouse), at the following address:
Attachment 5
2 of 6
BGS -DEP 55-215 revised 12/14/2020
By Mail:
Federal Audit Clearinghouse
Bureau of the Census
1201 East 10th Street
Jeffersonville, IN 47132
Submissions of the Single Audit reporting package for fiscal periods ending on or after January 1,
2008, must be submitted using the Federal Clearinghouse's Internet Data Entry System which can
be found at hqp://harvester.census.gov/facweb/
Copies of financial reporting packages required by PART II of this Attachment shall be submitted by or on
behalf of the recipient directly to each of the following:
A. The Department of Environmental Protection at one of the following addresses:
By Mail:
Audit Director
Florida Department of Environmental Protection
Office of Inspector General, MS 40
3900 Commonwealth Boulevard
Tallahassee, Florida 32399-3000
Electronically:
FDEPSingleAuditAdep. state. fl.us
B. The Auditor General's Office at the following address:
Auditor General
Local Government Audits/342
Claude Pepper Building, Room 401
111 West Madison Street
Tallahassee, Florida 32399-1450
The Auditor General's website (htty:Hflauditor.govprovides instructions for filing an
electronic copy of a financial reporting package.
Copies of reports or management letters required by PART III of this Attachment shall be submitted by or
on behalf of the recipient directly to the Department of Environmental Protection at one of the following
addresses:
By Mail:
Audit Director
Florida Department of Environmental Protection
Office of Inspector General, MS 40
3900 Commonwealth Boulevard
Tallahassee, Florida 32399-3000
Electronically:
FDEPSingleAudit(a)dep.state. fl.us
Any reports, management letters, or other information required to be submitted to the Department of
Environmental Protection pursuant to this Agreement shall be submitted timely in accordance with 2 C.F.R.
§ 200.512, section 215.97, F.S., and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and
for-profit organizations), Rules of the Auditor General, as applicable.
Attachment 5
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BGS -DEP 55-215 revised 12/14/2020
Recipients, when submitting financial reporting packages to the Department of Environmental Protection for
audits done in accordance with 2 C.F.R. Part 200, Subpart F -Audit Requirements, or Chapters 10.550 (local
governmental entities) and 10.650 (non and for-profit organizations), Rules of the Auditor General, should
indicate the date and the reporting package was delivered to the recipient correspondence accompanying the
reporting package.
PART V: RECORD RETENTION
The recipient shall retain sufficient records demonstrating its compliance with the terms of the award and this
Agreement for a period of five (5) years from the date the audit report is issued, and shall allow the Department of
Environmental Protection, or its designee, Chief Financial Officer, or Auditor General access to such records upon
request. The recipient shall ensure that audit working papers are made available to the Department of Environmental
Protection, or its designee, Chief Financial Officer, or Auditor General upon request for a period of three (3) years
from the date the audit report is issued, unless extended in writing by the Department of Environmental Protection.
Attachment 5
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BGS -DEP 55-215 revised 12/14/2020
EXHIBIT 1
FUNDS AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING:
Note: If the resources awarded to the recipient represent more than one federal program, provide the same information shown below for each federal program
and show total federal resources awarded
Federal Resources Awarded to the Reci lent Pursuant to this
Agreement Consist of the Following:
Federal
Program
A
Federal Agency
CFDA
Number
CFDA Title
Fundin Amount
State
Appropriation
Category
Etc.
Federal
Program
B
First Compliance requirement: i.e.: (what services of purposes resources must be used for)
Second Compliance requirement: i.e.: (eligibility requirement for recipients of the resources
Etc.
Etc.
Federal
Program
B
Federal Agency
CFDA
Number
CFDA Title
Funding Amount
State
Appropriation
Category
$
Note: Of the resources awarded to the recipient represent more than one federal program, list applicable compliance requirements for each federal program in
the same manner as shown below:
Federal
Program
A
First Compliance requirement: i.e.: (what services of purposes resources must be used for)
Second Compliance requirement: i.e.: (eligibility requirement for recipients of the resources
Etc.
Etc.
Federal
Program
B
First Compliance requirement: i.e.: (what services of purposes resources must be used for)
Second Compliance requirement: i.e.: (eligibility requirement for recipients of the resources
Etc.
Etc.
Attachment 5, Exhibit 1
5 of 6
BGS -DEP 55-215
Revised 7/2019
Note: If the resources awarded to the recipient for matching represent more than one federal program, provide the same information shown below for each
federal program and show total state resources awarded for matching.
State Resources Awarded to the Recipient Pursuant to this A reement Consist of the Following Matching Resources for Federal Pro rams:
Federal
Program
A
Federal Agency
CFDA
CFDA Title
Funding Amount
State
Appropriation
Category
Funding Amount
State
Appropriation
Cate o
Original
Agreement
Department of
Environmental Protection
2021/2022
37.098
Resilient FL Programs
$74,00.00
050594
Federal
Program
B
Federal Agency
CFDA
CFDA Title
Fundin Amount
State
Appropriation
Category
State
Fiscal Year
CSFA
Number
CSFA Title
or
Fundin Source Description
Funding Amount
State
Appropriation
Category
Note: If the resources awarded to the recipient represent more than one state project, provide the same information shown below for each state project and show
total state financial assistance awarded that is subject to section 215.97, F.S.
State Resources Awarded to the Recipient
Pursuant to this A reement Consist of the Following Resources Subject to Section 215.97 F.
State
Program
A
State Awarding Agency
State
Fiscal Year'
CSFA
Number
CSFA Title
or
Funding Source Description
Funding Amount
State
Appropriation
Cate o
Original
Agreement
Department of
Environmental Protection
2021/2022
37.098
Resilient FL Programs
$74,00.00
050594
State
Program
B
State Awarding Agency
State
Fiscal Year
CSFA
Number
CSFA Title
or
Fundin Source Description
Funding Amount
State
Appropriation
Category
Total Award $74,000.00
Note: List applicable compliance requirement in the same manner as illustrated above for federal resources. For matching resources provided by the Department
for DEP for federal programs, the requirements might be similar to the requirements for the applicable federal programs. Also, to the extent that different
requirements pertain to different amount for the non-federal resources, there may be more than one grouping (i.e. 1, 2, 3, etc) listed under this category.
For each program identified above, the recipient shall comply with the program requirements described in the Catalog of Federal Domestic Assistance (CFDA)
[www.cfda.gov] and/or the Florida Catalog of State Financial Assistance (CSFA)[https://apps.fldfs.com/fsaa/searchCatalo .ag spxl, and State Projects Compliance
Supplement (Part Four: State Projects Compliance Supplement[https:Happs.fldfs.com/fsaa/state proiect compliance.aspx]. The services/purposes for which the
funds are to be used are included in the Agreement's Grant Work Plan. Any match required by the Recipient is clearly indicated in the Agreement.
' Subject to change by Change Order.
2 Subject to change by Change Order.
Attachment 5, Exhibit 1
6 of 6
BGS -DEP 55-215
Revised 7/2019
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
PROGRAM -SPECIFIC REQUIREMENTS
FOR THE RESILIENT FLORIDA PROGRAMS
ATTACHMENT 6
1. Permits. The Grantee acknowledges that receipt of this grant does not imply nor guarantee that a federal,
state or local permit will be issued for a particular activity. The Grantee agrees to ensure that all necessary
permits are obtained prior to implementation of any grant -funded activity that may fall under applicable
federal, state or local laws. Further, the Grantee shall abide by all terms and conditions of each applicable
permit for any grant -funded activity. Upon request, the Grantee must provide a copy of all acquired and
approved permits for the project.
2. Ineli 'big ilitv_. If the Grantee fails to perform in accordance with the terms and conditions set forth in this
Agreement; Attachment 3, Grant Work Plan; and all other attachments and exhibits, the Grantee shall be
ineligible to be considered for funding under Resilient Florida Programs for two (2) consecutive funding
cycles. The Department shall make its determination of ineligibility within thirty (30) days of the Agreement
end date and notify the Grantee in writing if determined ineligible.
3. The Department reserves the right to reduce any fixed priced line item payment in the Agreement, Attachment
3, Grant Work Plan, wherein the actual costs incurred are more than five percent (5%) less than the original
budgeted fixed price value set forth in this Agreement.
4. Additional Documentation for Contractual Costs. In addition to the documentation requirements in paragraph
11 of Attachment 2 (Subcontracting), and in paragraph 9.c. of Attachment 1 (Contractual Costs
(Subcontractors)), Grantee shall provide the following for or all subcontractual agreements that the Grantee
executes for this project:
a. A valid link or documentation that outlines their entity's procurement processes as required in
Attachment 1, paragraph 9.c; and
b. A signed certification statement by the Grantee's designated grant manager, indicating the procurement
process that was utilized per their entities' policies and procedures, for all subcontractors. The
certification must include a listing of all subcontractor quotesibids amounts, along with the company
name, address, and the details of how/why they made their determinations for those subcontractors that
were selected and utilized for this Agreement.
5. The following replaces paragraph 8.g of Attachment 1 ("Final Payment Request"):
a. Final Payment Request. A final payment request must be submitted to the Department no later than forty-
five (45) days following the completion of the project or the expiration date of the Agreement to ensure
the availability of funds for payment, whichever date comes first.
6. The following replaces paragraph 10 of Attachment 1 ("Status Reports"):
a. Status Reports. The Department may require the Grantee to submit the status report on Exhibit A
("Progress Report Form") to the Department's Grant Manager, with every task completion, and submittal
of deliverables. The Exhibit A, Progress Report Form, must include a description of the work performed
during the reporting period, problems encountered, problem resolutions, scheduled updates, proposed
work for the next reporting period, and the percentage of the work that has been completed to date.
b. Quarterly Reports. The Grantee shall submit status reports quarterly on Exhibit A, Progress Report Form,
to Department's Grant Manager describing the work performed during the reporting period, problems
11.17.21 Attachment 6
Page l of 2
encountered, problem resolutions, scheduled updates, proposed work for the next reporting period, and
the percentage of the work that has been completed to date. Quarterly status reports are due no later than
five (5) days following the completion of the quarterly reporting period. For the purposes of this
reporting requirement, the quarterly reporting periods end on March 31, June 30, September 30 and
December 31. The Department will review required reports submitted by Grantee within thirty (30) days.
Final Project Report. The Grantee shall submit Exhibit F, Final Project Report Form, prior to requesting
fmal payment. The Final Project Report may be submitted in lieu of the final quarterly Report described
above, only in instances where the next quarterly report falls after the project completion date.
7. Attachment 3, Grant Work Plan, Paragraph 12, Performance Measures, shall require that all deliverables and
reports submitted to DEP will be Americans with Disabilities Act (ADA) also known as 508 Compliant, in
all formats provided.
8. Copyright, Patent and Trademark. The Department reserves a royalty -free, nonexclusive, and irrevocable
license to reproduce, publish or otherwise use, and to authorize others to use, for state government purposes:
a. The copyright in any work developed under this Agreement; and
b. Any rights or copyright to which the Grantee or subcontractor purchases ownership with grant support.
9. Grant funds may not be used to support ongoing efforts to comply with legal requirements, including permit
conditions, mitigation and settlement agreements.
11.17.21 Attachment 6
Page 2 of 2
DEPARTMENT OF ENVIRONMENTAL PROTECTION
Resilient Florida Program
Progress Report Form
Exhibit A
DEP Agreement No.: 22RRE09
Grantee Name:
Grantee Address:
Grantee's Grant Manager: Telephone No.:
Project Title:
Reporting Period:
(MM/DD/YYYY-
Report Type: (Select only one)
MM/DD/YYYY
Quarterly
Status Update
INSTRUCTIONS: Provide the following information for all tasks and deliverables identified in the
Grant Work Plan: a summary of project accomplishments for the reporting period; a comparison of actual
accomplishments to goals for the period; if goals were not met, provide reasons why; provide an update on
the estimated time for completion of the task and an explanation for any anticipated delays, identified by
task; and indicate the percentage of the task that has been completed to date.
NOTE: Use as many pages as necessary to cover all tasks in the Grant Work Plan.
The following format should be followed:
Task 1:
Progress for this reporting period:
Identify any delays or problems encountered:
Percentage of task completed:
Task 2:
Progress for this reporting period:
Identify any delays or problems encountered:
Percentage of task completed:
This report is submitted in accordance with the reporting requirements of DEP Agreement No.
22RRE09 and accurately reflects the activities associated with the project.
Signature of Grantee's Grant Manager
Exhibit A, DEP Agreement #: 22RRE09
1 of I
11/17/2021
Date
DEPARTMENT OF ENVIRONMENTAL PROTECTION
RESILIENT FLORIDA PROGRAM
INSTRUCTIONS FOR COMPLETING EXHIBIT C
;RANTEE NAME: Enter the name of the grantee's agency.
TAILING ADDRESS: Enter the address to which you want the state warrant (i.e., payment) sent.
TEP AGREEMENT NO.: This is the number on your grant agreement that starts with R####.
:EQUEST DATE: This is the date you are submitting the invoice to DEP.
AYMENT REQUEST NO.: This is the number of your payment request, not the quarter number. This is also
s the invoice number.
AMOUNT REQUESTED: Enter the total amount being requested in this payment summary request.
DELIVERABLE NO.: Enter the number of the TASK(S) or Deliverables for which you are requesting
,TCH AMOUNT REQUIRED BY AGREEMENT: Enter the total amount of match/cost-share that will be
vided as stated in the agreement.
IWORMANCE PERIOD: (Date Range) This is the beginning and ending date of the reporting period for which
Grantee is requesting reimbursement. NOTE: This date range cannot begin before the grant's execution date,
after the grant's end date.
D AMOUNT: Enter the total amount budgeted as approved in Attachment 3 in the `BUDGETED
line.
r OF THIS REQUEST: Enter the amount for which you are requesting disbursements. All expenses being
must have been incur ed within this performance period.
TO DATE: Enter the amount for all expenditures claimed to date including the current request.
rED AMOUNT REMAINING: This amount will automatically calculate and populate.
[ING FUNDS FOR THIS REQUEST: Enter the amount that is being cost shared.
CUMULATIVE MATCHING FUNDS: Enter the total amount of matching funds to date including this
rMATCHING REQUIREMENT REMAINING: This amount will auto populate based on the information placed in
"MATCHAMDUNT REQUIRED BYAGREEMENT " in the Exhibit C Information Section.
'EE CERTIFICATION: Must have the original signature of both the Grantee's Grant Manager and the
s Fiscal Agent, as identified in the grant agreement.
each cost listed in the summary section, detailed information needs to be provided in Part II, III and IV as
of payment (copies of checks, bank statement, pay stubs..etc) should be available upon request at any time.
a subcontractor was used for any work on the project, a copy of the signed agreement between the Grantee and the
bcontractor must be submitted to DEP before payments will be processed.
other required documentation (Exhibits, delivembles..etc) should be provided prior to or with the payment request.
for match claims must meet the same requirements as those expenditures for reimbursement.
Send all documentation to: Resilience@,1,7oridaDep.gov with a subject line: ATT: (Grant Manager) Grant #
GRANTEE NAME:
MAILING ADDRESS:
PAYMENT REQUEST NO.:
TASK/DELIVERABLE NO(S).:
PERFORMANCE PERIOD:
EXHIBIT C
PAYMENT REQUEST SUMMARY FORM
TOTAL AMOUNT REQUESTED:
AGREEMENT:
EXPENDITURE SUMMARY
DEP GRANT NO.:
REQUEST DATE:
GRANTEE CERTIFICATION
Complete Grantee's Certification of Payment Request on Page 2 to certify tha the amount being requested for reimbursement above was for items that
were charged to and utilized only for the above-cited grant activities.
Deliverable(s) Received Date:
Invoice Received Date:
AGENCY USE ONLY
GM Deliverable
Approval Date:
GM Invoice
Approval Date:
PM Received Date: PM Approval Date:
EXPENDITURES
TOTAL
CATEGORY OF
AMOUNT OF
BUDGETED
MATCHING
TO DATE
CUMULATIVE
EXPENDITUREBUDGETED
(As
THIS
AMOUNT
FUNDS FOR THIS
AMOUNT
(Including this
MATCHING
Authorized)
REQUEST
REMAINING
REQUEST
request)
FUNDS
Salaries/Wages
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Fringe Benefits
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Indirect Cost
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Contractual (Subcontractors)
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Land Acquisition
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
TOTAL AMOUNT
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
MATCH
REQUIREMENT
REMAINING
$0.00
GRANTEE CERTIFICATION
Complete Grantee's Certification of Payment Request on Page 2 to certify tha the amount being requested for reimbursement above was for items that
were charged to and utilized only for the above-cited grant activities.
Deliverable(s) Received Date:
Invoice Received Date:
AGENCY USE ONLY
GM Deliverable
Approval Date:
GM Invoice
Approval Date:
PM Received Date: PM Approval Date:
GRANTEE CERTIFICATION
I, , on behalf of
(Print name of Grantee's Grant Manager designated in the
Agreement)
, do hereby certify for
(Print name of Grantee/Recipient)
DEP Agreement No. and Payment Request No.
that:
1. The disbursement amount requested is for allowable costs for the project described in Attachment 3
of the Agreement.
2. All costs included in the amount requested have been satisfactorily performed, received, and applied
toward completing the project; such costs are documented by invoices or other appropriate
documentation as required in the Agreement.
3. The Grantee has paid such costs under the terms and provisions of contracts relating directly to the
project; and the Grantee is not in default of any terms or provisions of the contracts.
Grantee's Grant Manager Signature
Print Name
Date
DEP Grant Manager Signature
Print Name
Date
Grantee's Fiscal Agent Signature
Print Name
Date
DEP Project Manager Signature
Print Name
Date
Part II- Contractual Detail
Payment Request
No:
Performance
Period:
DEP GRANT NO.:
Task No.
Sub -Contractor Name
Sub -Contractor
Invoice No.
Sub -Contractor
Invoice Date
Amount Paid
Description of Goods/Services
Provided
Payment Type (CC,
Check)
If check, provide
Check No.
Amount Claimed In
This Request
Total Amount $0.00
Part III- Salary and Fringe Detail
Payment Request
No:
Performance Period:
DEP GRANT NO.:
lary
Performance Total Amount
Position Title Employee Name Period Total Hours Worked Hourly Wage Paid
Payment Type Used
Date Paid (Check, EFT... etc.)
Check No. or EFT
No. (If applicable)
Amount Claimed
Example John Doe 1112/19 3//0/19 84.00 $ 25.00 $ 3,500.00
3/30/2019 Check
24589
$ 2,100.00
$
$
$
$
TOTALSALARY
S-
Frin e
Performance Fringe Rate Fringe Total Amount
Position Title Employee Name Period % of Sala Amount Paid Date Paid
( Salary)
Payment Type Used
(Check, EFT ... etc.)
Check No. or EFT
No. (If applicable)
Amount Claimed
Example John Doe 1/12/19 - 3/10/19 15.00% $ 315.00 $ 450.00 3/30/2019
Check
24589
$ 315.00
$
$
TOTAL FRINGE
-
Part IV- Indirect Costs Detail
Payment Request
No:
Performance
Period:
DEP GRANT NO.:
Task No. Association Indirect Amount Amount Claimed In This
Date Incurred Description of Indirect Costs
(if applicable) Incurred Request
Total Indirect : $0.00
EXHIBIT F
DEP AGREEMENT NO. 22RRE09
COSATAL RESILIENCE PARTNERSHIP OF SOUTHEAST PALM BEACH COUNTY VULNERABILITY
ASSESSMENT UPDATE
City of Boynton Beach
Final Project Report
`aP pEPAR,*
.. O
ti on
'^ Z
O
�P0
O
MFNTALP�
Insert Month & Year
This report is funded in part through a grant agreement from the Florida Department of Environmental Protection.
The views, statements, findings, conclusions and recommendations expressed herein are those of the author(s) and do
not necessarily reflect the views of the State of Florida or any of its subagencies.
Exhibit F, DEP Agreement # 22RRE09
Page 1
11/18/2021
Final Project Report Form
COSATAL RESILIENCE PARTNERSHIP OF SOUTHEAST PALM BEACH COUNTY VULNERABILITY
ASSESSMENT UPDATE
Executive Summary
Type summary here
Methodology
Begin methodology here
Outcome
Begin Outcome here
Further Recommendations
Begin Recommendations here
Instructions for completing Attachment F Final Project Report Form:
DEP AGREEMENT NO.: This is the number on your grant agreement.
GRANTEE NAME: Enter the name of the grantee's agency.
PROJECT TITLE: Enter the title shown on the fust page of the grant agreement.
MONTH & YEAR: Enter month and year of publication
The final Project Report must contain the following sections: Executive Summary, Methodology, Outcome and
Further Recommendations. The Final Project Report must comply with the publication requirements in the grant
agreement. Please limit the final project report to no more than five (5) pages. One electronic copy shall be submitted
to the Department's Grant Manager for approval. Final payment will be held until receipt and approval of the Final
Project Report.
Exhibit F, DEP Agreement # 22RRE09
Page 2
11/18/2021
Questions regarding completion of the Final Project Report should be directed to the Department's Grant Manager,
identified in paragraph 18 of this agreement.
Exhibit F, DEP Agreement # 22RRE09
Page 3
11/18/2021
O' pEPAA,Mf Florida Department of Environmental Protection
O
° EXHIBIT G
PHOTOGRAPHER RELEASE FORM
HMfNEAI pC FOR PHOTOGRAPHS, VIDEOS, AUDIO RECORDINGS AND ARTWORKS
DEP AGREEMENT NO: 22RRE09
RELEASE FORM FOR PHOTOGRAPHS, VIDEOS, AUDIO RECORDINGS AND ARTWORKS
Owner/Submitter's Name:
Address:
City:
State:
Phone Number: ( ) Email:
License and Indemnification
Zip:
I certify that I am the owner of the photograph(s), video(s), audio recording(s) and/or artwork(s) being submitted and
am eighteen (18) years of age or older.
I hereby grant to the Florida Department of Environmental Protection the royalty -free and non-exclusive right to
distribute, publish and use the photograph(s), video(s), audio recording(s) and art work(s) submitted herewith (the
"Work") to promote the Florida Department of Environmental Protection. Uses may include, but are not limited to:
1. Promotion of FDEP (including, but limited to publications, websites, social media venues, advertisements,
etc.); and
2. Distribution to the media; and
3. Use in commercial products.
The Florida Department of Environmental Protection reserves the right to use/not use any Work as deemed appropriate
by the Florida Department of Environmental Protection. No Work will be returned once submitted.
I hereby acknowledge that the Florida Department of Environmental Protection shall bear no responsibility whatsoever
for protecting the Work against third -party infringement of my copyright interest or other intellectual property rights
or other rights I may hold in such Work, and in no way shall be responsible for any losses I may suffer as a result of
any such infringement; and I hereby represent and warrant that the Work does not infringe the rights of any other
individual or entity.
I hereby unconditionally release, hold harmless and indemnify the Florida Department of Environmental Protection,
its employees, volunteers, and representatives of and from all claims, liabilities and losses arising out of or in
connection with the Florida Department of Environmental Protection's use of the Work. This release and
indemnification shall be binding upon me, and my heirs, executors, administrators and assigns.
I have read and understand the terms of this release.
Owner signature:
Photo/video/audio/artwork/recording
file name(s):
Location of photo/video/audio
recording/artwork:
Name of person accepting Work submission
Exhibit G, DEP Agreement M 22RRE09
11/19/2021 Page 1 of 1
Date:
PROFESSIONAL SERVICES AGREEMENT FOR
COASTAL RESILIENCE PARTNERSHIP VULNERABILITY ASSESSMENT UPDATE
THIS AGREEMENT ("Agreement"), is entered into between the City of Boynton Beach, a
municipal corporation organized and existing under the laws of Florida, with a business address of 100
East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and Collective Water
Resources, LLC a Limited Liability Company authorized to do business in the State of Florida, with a
business address of 250 S, Australian Avenue, Ste 1110, West Palm Beach FL 33401, hereinafter
referred to as "CONSULTANT". In consideration of the mutual benefits, terms, and conditions hereinafter
specified the Parties agree as set forth below.
WHEREAS, the CITY determined that CONSULTANT who completed the original Coastal
Resilience Partnership Vulnerability Assessment is the single source to perform the assessment update
services, and
WHEREAS, Exhibit "A" defines the Scope of Work for Coastal Resilience Partnership Vulnerability
Assessment Update; and
WHEREAS, the CITY Commission on January 4, 2022, determined that CONSULTANT was
qualified for appointment to perform the scope of services set forth in Exhibit A; and
NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties
agree as follows:
ARTICLE 1 - SERVICES
1.1 CONSULTANT hereby agrees to perform the services for the Coastal Resilience
Partnership Vulnerability Assessment Update, as more particularly described in Exhibit
"A" and by this reference made a part hereof.
1.2 CONSULTANT shall furnish all services, labor, equipment, and materials necessary and
as may be required in the performance of this Agreement, except as otherwise specifically
provided for herein, and all work performed under this Agreement shall be done in a
professional manner.
1.3 CONSULTANT assumes professional and technical responsibility for the performance of
its services to be provided hereunder in accordance with recognized professional and
ethical guidelines established by their profession. If within one year following completion
of its services, such services fail to meet the aforesaid standards, and the CITY promptly
advises CONSULTANT thereof in writing, CONSULTANT agrees to re -perform such
deficient services without charge to the CITY.
1.4 The relationship between CITY and CONSULTANT created hereunder and the services
to be provided by CONSULTANT pursuant to this Agreement are non-exclusive. CITY
shall be free to pursue and engage similar relationships with other contractors to perform
the same or similar services performed by CONSULTANT hereunder, so long as no other
100464443.1 306-9001821}
consultant shall be engaged to perform the specific project(s) assigned to CONSULTANT
while CONSULTANT is so engaged without first terminating such assignment.
CONSULTANT shall be free to pursue relationships with other parties to perform the same
or similar services, whether or not such relationships are for services to be performed
within the CITY, so long as no such relationship shall result in a conflict of interest, ethical
or otherwise, with the CITY's interests in the services provided by CONSULTANT
hereunder.
1.5 CONSULTANT shall not utilize the services of any sub -consultant without the prior written
approval of CITY.
1.6 The CITY's Representative during the performance of this Agreement shall be Rebecca
Harvey, Sustainability Coordinator HarveyR(a)bbfl.us 561-742-6494.
1.7 The CONSULTANT'S Representative during the performance of the Agreement shall be
Elizabeth Perez, PE,D.WRE,CFM, LPerez(a)collectivewater.com 561-779-3552.
ARTICLE 2 - TERM
2.1 The Agreement period shall not to exceed six months (6) with the final deliverables due
6/30/2022. The services to be performed during the term will be governed by this
Agreement, and that there is no guarantee of future work being given to the Consultant.
2.2 In the event that services are scheduled to end either by contract expiration or by
termination by the CITY (at the CITY's discretion), the CONSULTANT shall continue the
services, if requested by the CITY, or until task or tasks is/are completed. At no time shall
this transitional period extend more than one -hundred and eighty (180) calendar days
beyond the expiration date of the existing contract. The CONSULTANT will be reimbursed
for this service at the rate in effect when this transitional period clause was invoked by the
CITY.
ARTICLE 3 - TIME OF PERFORMANCE
3.1 Work under this Agreement shall commence upon the giving of written notice by the CITY
to the CONSULTANT by way of a purchase order. CONSULTANT shall perform all
services and provide all work products required pursuant to this Agreement within the time
period set forth herein unless otherwise agreed to in the purchase order.
ARTICLE 4 - PAYMENT
4.1 The CONSULTANT shall be paid by the CITY for completed work and for services
rendered under this agreement as follows:
A. Payment for the work provided by the CONSULTANT shall be made promptly on
all invoices submitted to the CITY properly and in accordance with "BUDGET
SUMMARY".
B. The CONSULTANT may submit invoices to the CITY during the progress of the
contract term. Invoices shall include information such as the date(s) of service,
type of service(s) performed, length of time spent, the level/status of the employee
performing the task if relevant, all applicable fees and costs, an adequate
description for all fees and costs, and any other information reasonably required
by CITY. Such invoices will be reviewed by the CITY, and upon approval thereof,
100464443.1 306-9001821}
payment will be made to the CONSULTANT in the amount approved.
C. Final payment of any balance due to the CONSULTANT of the total price earned
will be made promptly upon its ascertainment and verification by the CITY after the
completion of the work under this Agreement and its acceptance by the CITY.
D. The payment as provided in this section by the CITY shall be full compensation for
work performed, services rendered, and for all materials, supplies, equipment, and
incidentals necessary to complete the work.
E. The Professional's records and accounts pertaining to this agreement are to be
kept available for inspection by representatives of the CITY and State for a period
of three (3) years after the termination of the Agreement. Copies shall be made
available upon request.
F. All payments shall be governed by the Local Government Prompt Payment Act, as
set forth in Part VII, Chapter 218, Florida Statutes.
ARTICLE 5 - OWNERSHIP AND USE OF DOCUMENTS
5.1 Upon completion of the project and final payment to CONSULTANT, all documents,
drawings, specifications, and other materials produced by the CONSULTANT in
connection with the services rendered under this agreement shall be the property of the
CITY whether the project for which they are made is executed or not. Notwithstanding the
foregoing, the CONSULTANT shall maintain the rights to reuse standard details and other
design copies, including reproducible copies, of drawings and specifications for
information, reference, and use in connection with CONSULTANT's endeavors. Any use
of the documents for purposes other than as originally intended by this Agreement, without
the written consent of CONSULTANT, shall be at the CITY's sole risk and without liability
to CONSULTANT and CONSULTANT'S sub -CONSULTANTS.
ARTICLE 6 - FUNDING
6.1 This Agreement shall remain in full force and effect only as long as the expenditures
provided in the Agreement have been appropriated by the CITY in the annual budget for
each fiscal year of this Agreement and is subject to termination based on lack of funding.
ARTICLE 7 - WARRANTIES AND REPRESENTATIONS
7.1 CONSULTANT represents and warrants to the CITY that it is competent to engage in the
scope of services contemplated under this Agreement and that it will retain and assign
qualified professionals to all assigned projects during the term of this Agreement.
CONSULTANT's services shall meet a standard of care for [service description]. In
submitting its response to the RFP, CONSULTANT has represented to CITY that certain
individuals employed by CONSULTANT shall provide services to CITY pursuant to this
Agreement. CITY has relied upon such representations. Therefore, CONSULTANT shall
not change the designated Project Manager for any project without the advance written
approval of the CITY, which consent may be withheld in the sole and absolute discretion
of the CITY.
{00464443.1 306-90018211
ARTICLE 8 - COMPLIANCE WITH LAWS
8.1 CONSULTANT shall, in performing the services contemplated by this Service Agreement,
faithfully observe and comply with all federal, state, and local laws, ordinances, and
regulations that are applicable to the services to be rendered under this Agreement.
ARTICLE 9 - INDEMNIFICATION
9.1 The CONSULTANT shall indemnify and hold harmless the CITY, its officers, employees,
agents, and instrumentalities from any and all liability, losses or damages, including
attorneys' fees and costs of defense, which the CITY or its officers, employees, agents, or
instrumentalities may incur as a result of claims, demands, suits, causes of actions or
proceedings of any kind or nature arising out of, relating to and resulting from the
performance of this Agreement by the CONSULTANT, its employees, agents, partners,
principals or subcontractors. The CONSULTANT shall pay all claims and losses in
connection therewith and shall investigate and defend all claims, suits or actions of any
kind or nature in the name of the CITY, where applicable, including appellate proceedings,
and shall pay all costs, judgments, and attorneys' fees which may issue thereon. Neither
party to this Agreement shall be liable to any third party claiming directly or through the
other respective party, for any special, incidental, indirect, or consequential damages of
any kind, including but not limited to lost profits or use that may result from this Agreement
or out of the services or goods furnished hereunder.
9.2 The parties understand and agree that the covenants and representations relating to this
indemnification provision shall survive the term of this Agreement and continue in full force
and effect as to the party's responsibility to indemnify.
9.3 Nothing contained herein is intended nor shall be construed to waive CITY's rights and
immunities under the common law or §768.28, Fla. Stat., as may be amended from time
to time.
ARTICLE 10 - INSURANCE
10.1 During the performance of the services under this Agreement, CONSULTANT shall
maintain the following insurance policies, and provide originals or certified copies of all
policies to CITY's Director of Human Resources and Risk Management. All policies shall
be written by an insurance company authorized to do business in Florida. CONSULTANT
shall be required to obtain all applicable insurance coverage, as indicated below, prior to
commencing any service pursuant to this Agreement:
A. Worker's Compensation Insurance: The CONSULTANT shall procure and
maintain for the life of this Agreement, Worker's Compensation Insurance covering
all employees with limits meeting all applicable state and federal laws. This
coverage shall include Employer's Liability with limits meeting all applicable state
and federal laws. This coverage must extend to any sub -CONSULTANT that does
not have their own Worker's Compensation and Employer's Liability Insurance.
The policy must contain a waiver of subrogation in favor of the CITY of Boynton
Beach, executed by the insurance company.
B. Comprehensive General Liability: The CONSULTANT shall procure and
maintain for the life of this Agreement, Comprehensive General Liability Insurance.
This coverage shall be on an "Occurrence" basis. Coverage shall include
Premises and Operations; Independent consultants, Products -Completed
100464443.1 306-9001821)
Operations and Contractual Liability with specific reference to Article 7,
"Indemnification" of this Agreement. This policy shall provide coverage for death,
personal injury, or property damage that could arise directly or indirectly from the
performance of this Agreement. CONSULTANT shall maintain a minimum
coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal
injury/ and $1,000.000 per occurrence/aggregate for property damage. The
general liability insurance shall include the CITY as an additional insured and shall
include a provision prohibiting cancellation of the policy upon thirty (30) days prior
written notice to the CITY.
C. Business Automobile Liability: The CONSULTANT shall procure and maintain,
for the life of this Agreement, Business Automobile Liability Insurance. The
CONSULTANT shall maintain a minimum amount of $1,000,000 combined single
limit for bodily injury and property damage liability to protect the CONSULTANT
from claims for damage for bodily and personal injury, including death, as well as
from claims for property damage, which may arise from the ownership, use of
maintenance of owned and non -owned automobile, included rented automobiles,
whether such operations be by the CONSULTANT or by anyone directly or
indirectly employed by the CONSULTANT.
D. Professional Liability (Errors and Omissions) Insurance: The CONSULTANT
shall procure and maintain for the life of this Agreement in the minimum amount of
$1,000,000 per occurrence.
E. Umbrella/Excess Liability Insurance in the amount of $1,000,000.00 as
determined appropriate by the CITY depending on the type of job and exposures
contemplated. Coverage must be follow form of the General Liability, Auto
Liability, and Employer's Liability. This coverage shall be maintained for a period
of no less than the later of three (3) years after the delivery of goods/services or
final payment pursuant to the Agreement.
10.2 CONSULTANT shall provide the CITY with all Certificates of Insurance required under this
section prior to beginning performance under this Agreement. Failure to maintain the
required insurance will be considered a default of the Agreement.
10.3 The CITY shall be named as an additional insured. The coverage shall contain no
limitations on the scope of protection afforded the CITY, its officers, officials, employees,
or volunteers. A current valid insurance policy meeting the requirements herein identified
shall be maintained during the duration of this Agreement, and shall be endorsed to state
that coverage shall not be suspended, voided, or canceled by either party, reduced in
coverage in limits except after thirty (30) days prior written notice by either certified mail,
return receipt requested, has been given to the CITY.
10.4 The CITY reserves the right to reasonably require any additional insurance coverage or
increased limits as determined necessary by the Director of Human Resources and Risk
Management. The CITY reserves the right to review, modify, reject, or accept any required
policies of insurance, including limits, coverage, or endorsements throughout the term of
the Agreement.
ARTICLE 11 - INDEPENDENT CONSULTANT
11.1 CONSULTANT is an independent CONSULTANT with respect to the services provided
pursuant to this Agreement. Nothing in this Agreement shall be considered to create the
{00464443.1 306-9001821)
relationship of employer and employee between the parties hereto. Neither
CONSULTANT nor any employee of CONSULTANT shall be entitled to any benefits
accorded CITY employees by virtue of the services provided under this Agreement. The
CITY shall not be responsible for withholding or otherwise deducting federal income tax
or social security or for contributing to the state industrial insurance program, otherwise
assuming the duties of an employer with respect to CONSULTANT, or any employee of
CONSULTANT.
ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES
12.1 The CONSULTANT warrants that he has not employed or retained any company or
person, other than a bonafide employee working solely for the CONSULTANT, to solicit
or secure this Agreement, and that he has not paid or agreed to pay any company or
person, other than a bonafide employee working solely for the CONSULTANT, any fee,
commission, percentage, brokerage fee, gifts, or any other consideration contingent upon
or resulting from the award or making of this Agreement. For breach or violation of this
warranty, the CITY shall have the right to annul this Agreement without liability or, in its
discretion to deduct from the contract price or consideration, or otherwise recover, the full
amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
ARTICLE 13 — TRUTH -IN -NEGOTIATION CERTIFICATE
13.1 Execution of this Agreement by the CONSULTANT shall act as the execution of a truth -
in -negotiation certificate certifying that the wage rates and costs used to determine the
compensation provided for in this Agreement is accurate, complete, and current as of the
date of the Agreement and no higher than those charged the CONSULTANT's most
favored customer for the same or substantially similar service.
13.2 The said rates and costs shall be adjusted to exclude any significant sums should the
CITY determine that the rates and costs were increased due to inaccurate, incomplete, or
non-current wage rates or due to inaccurate representations of fees paid to outside
CONSULTANTs. The CITY shall exercise its rights under this "Certificate" within one (1)
year following payment.
ARTICLE 14 - DISCRIMINATION PROHIBITED
14.1 The CONSULTANT, with regard to the work performed by it under this Agreement, will not
discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the
presence of any physical or sensory handicap in the selection and retention of employees
or procurement of materials or supplies.
ARTICLE 15 - ASSIGNMENT
15.1 The CONSULTANT shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the CITY.
ARTICLE 16 - NON -WAIVER
16.1 A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be
binding upon the waiving party unless such waiver is in writing. In the event of a written
waiver, such a waiver shall not affect the waiving party's rights with respect to any other
or further breach. The making or acceptance of a payment by either party with knowledge
{00464443.13069001821}
of the existence of a default or breach shall not operate or be construed to operate as a
waiver of any subsequent default or breach.
ARTICLE 17 — TERMINATION
17.1 Termination for Convenience: This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) days of written notice by the terminating party to the other
party for such termination in which event the CONSULTANT shall be paid its
compensation for services performed to the termination date, including services
reasonably related to termination. In the event that the CONSULTANT abandons the
Agreement or causes it to be terminated, the CONSULTANT shall indemnify the CITY
against loss pertaining to this termination.
17.2 Termination for Cause: In addition to all other remedies available to CITY, this
Agreement shall be subject to cancellation by CITY for cause, should CONSULTANT
neglect or fail to perform or observe any of the terms, provisions, conditions, or
requirements herein contained, if such neglect or failure shall continue for a period of thirty
(30) days after receipt by CONSULTANT of written notice of such neglect or failure.
ARTICLE 18 - DISPUTES
18.1 Any and all legal action necessary to enforce the terms of this Agreement shall be
governed by the laws of the State of Florida. Any legal action arising from the terms of this
Agreement shall be submitted to a court of competent jurisdiction located in Palm Beach
County.
18.2 Correction of Work. If in the judgment of CITY, work provided by CONSULTANT does
not conform to the requirements of this Agreement, or if the work exhibits poor
workmanship, CITY reserves the right to require that CONSULTANT correct all
deficiencies in the work to bring the work into conformance without additional cost to CITY,
and/or replace any personnel who fail to perform in accordance with the requirements of
this Agreement. CITY shall be the sole judge of non-conformance and the quality of
workmanship.
18.3 Remedies in Default. In case of default by CONSULTANT, CITY shall notify
CONSULTANT, in writing, of such abandonment, delay, refusal, failure, neglect, or default
and direct CONSULTANT to comply with all provisions of the Agreement. If the
abandonment, delay, refusal, failure, neglect, or default is not cured within seven (7) days
of when notice was sent by CITY, CITY may declare a default of the Agreement and notify
CONSULTANT of such declaration of default and terminate the Agreement.
A. Upon such declaration of default, all payments remaining due CONSULTANT at
the time of default, less all sums due CITY for damages suffered, or expenses
incurred by reason of default, shall be due and payable to CONSULTANT.
B. CITY may complete the Agreement, or any part thereof, either by day labor, use
of a subcontractor, or by re -letting a contract for the same, and procure the
equipment and the facilities necessary for the completion of the Agreement, and
charge the cost of same to CONSULTANT together with the costs incident thereto
to such default.
C. In the event CITY completes the Agreement at a lesser cost than would have been
payable to CONSULTANT under this Agreement, if the same had been fulfilled by
100464443.1 306-9001821}
CONSULTANT, CITY shall retain such differences. Should such cost to CITY be
greater, CONSULTANT shall pay the amount of such excess to the CITY.
D. Notwithstanding the other provisions in this Article, CITY reserves the right to
terminate the Agreement at any time, whenever the service provided by
CONSULTANT fails to meet reasonable standards of the trade after CITY gives
written notice to the CONSULTANT of the deficiencies as set forth in the written
notice within fourteen calendar (14) days of the receipt by CONSULTANT of such
notice from CITY.
ARTICLE 19 — UNCONTROLLABLE FORCES
19.1 Neither the CITY nor CONSULTANT shall be considered to be in default of this Agreement
if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of
which, by the exercise of reasonable diligence, the non-performing party could not avoid.
The term "Uncontrollable Forces" shall mean any event which results in the prevention or
delay of performance by a party of its obligations under this Agreement and which is
beyond the reasonable control of the non-performing party. It includes, but is not limited
to a pandemic, epidemic, acts of God, fire, flood, earthquakes, storms, lightning, epidemic,
war, riot, civil disturbance, sabotage, and governmental actions.
19.2 Neither party shall, however, be excused from performance if non-performance is due to
forces which are preventable, removable, or remediable, and which the non-performing
party could have, with the exercise of reasonable diligence, prevented, removed, or
remedied with reasonable dispatch. The non-performing party shall, within a reasonable
time of being prevented or delayed from the performance by an uncontrollable force, give
written notice to the other party describing the circumstances and uncontrollable forces
preventing the continued performance of the obligations of this Agreement.
ARTICLE 20 - NOTICES
Notices to the CITY of Boynton Beach shall be sent to the following address:
-City of Boynton Beach
Attn: Lori LaVerriere, City Manager
100 E. Ocean Avenue
-Boynton Beach, FL 33435
Notices to CONSULTANT shall be sent to the following address:
ADDRESS: 250 S. Australian Ave, Suite 1110
CITY/STATE/ZIP: West Palm Beach, FL 33401
Attn: Elizabeth Perez, PE,D.WRE,CFM
Tel: 561-779-3552
Email: LPerez@collectivewater.com
{00464443.1 306-9001821}
ARTICLE 21 - INTEGRATED AGREEMENT
21.1 This Agreement, together with the Scope of Work, represents the entire and integrated
agreement between the CITY and the CONSULTANT and supersedes all prior
negotiations, representations, or agreements written or oral. This Agreement may be
amended only by written instrument signed by both CITY and CONSULTANT.
ARTICLE 22 - MISCELLANEOUS
22.1 In the event that either party brings suit for enforcement of this Agreement, each party
shall bear its own attorney's fees and court costs, except as otherwise provided under the
indemnification provisions set forth hereinabove.
22.2 It shall be the CONSULTANT's responsibility to be aware of and comply with all statutes,
ordinances, rules, orders, regulations, and requirements of all local, city, state, and federal
agencies as applicable.
22.3 This Agreement represents the entire and integrated agreement between CITY and
CONSULTANT and supersedes all prior negotiations, representations, or agreements,
either written or oral. This Agreement is intended by the parties hereto to be final
expression of this Agreement, and it constitutes the full and entire understanding between
the parties with respect to the subject hereof, notwithstanding any representations,
statements, or agreements to the contrary heretofore made. In the event of a conflict
between this Agreement, the solicitation, and the CONSULTANT's bid proposal, this
Agreement shall govern then the solicitation, and then the bid proposal.
22.4 This Agreement will take effect once signed by both parties. This Agreement may be
executed by hand or electronically in multiple originals or counterparts, each of which shall
be deemed to be an original and together shall constitute one and the same agreement.
Execution and delivery of this Agreement by the Parties shall be legally binding, valid, and
effective upon delivery of the executed documents to the other party through facsimile
transmission, email, or other electronic delivery.
ARTICLE 23 — PUBLIC RECORDS
23.1 Sealed documents received by the CITY in response to an invitation are exempt from
public records disclosure until thirty (30) days after the opening of the Bid unless the CITY
announces intent to award sooner, in accordance with Section 119.07, Florida Statutes.
23.2 The CITY is a public agency subject to Chapter 119, Florida Statutes. The CONSULTANT
shall comply with Florida's Public Records Law. Specifically, the CONSULTANT shall:
A. Keep and maintain public records required by the CITY to perform the service;
B. Upon request from the CITY's custodian of public records, provide the CITY with
a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in chapter
119, Fla. Stat. or as otherwise provided by law;
C. Ensure that public records that are exempt or that are confidential and exempt from
public record disclosure requirements are not disclosed except as authorized by
law for the duration of the contract term and, following completion of the contract,
CONSULTANT shall maintain in a secured manner all copies of such confidential
{00464443.1 306-9001821}
and exempt records remaining in its possession once the CONSULTANT transfers
the records in its possession to the CITY; and
D. Upon completion of the contract, Consultant shall transfer to the CITY, at no cost
to the CITY, all public records in CONSULTANT'S possession. All records stored
electronically by CONSULTANT must be provided to the CITY, upon request from
the CITY's custodian of public records, in a format that is compatible with the
information technology systems of the CITY.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS:
CRYSTAL GIBSON, CITY CLERK
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
TELEPHONE: 561-742-6061
GIBSONC@BBFL.US
ARTICLE 24 — SCRUTINIZED COMPANIES
24.1 By execution of this Agreement, CONSULTANT certifies that it is not participating in a
boycott of Israel. CONSULTANT further certifies that it is not on the Scrutinized
Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in
Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List, nor has it engaged in business operations in Syria. Subject to limited
exceptions provided in state law, the CITY will not contract for the provision of goods or
services with any scrutinized company referred to above. Submitting a false certification
shall be deemed a material breach of contract. The CITY shall provide notice, in writing,
to the CONSULTANT of the CITY's determination concerning the false certification.
CONSULTANT shall have five (5) days from receipt of notice to refute the false certification
allegation. If such false certification is discovered during the active contract term,
CONSULTANT shall have ninety (90) days following receipt of the notice to respond in
writing and demonstrate that the determination of false certification was made in error. If
the CONSULTANT does not demonstrate that the CITY's determination of false
certification was made in error then the CITY shall have the right to terminate the contract
and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from
time to time.
ARTICLE 25 — E -VERIFY
25.1 CONSULTANT certifies that it is aware of and complies with the requirements of Section
448.095, Florida Statutes, as may be amended from time to time and briefly described
hereinbelow.
25.2 Definitions for this Section:
A. "Contractor' means a person or entity that has entered or is attempting to enter
into a contract with a public employer to provide labor, supplies, or services to such
(00464443.1306-9001821}
employer in exchange for a salary, wages, or other remuneration. "Contractor"
includes, but is not limited to, a vendor or consultant.
B. "Subcontractor" means a person or entity that provides labor, supplies, or services
to or for a contractor or another subcontractor in exchange for a salary, wages, or
other remuneration.
C. "E -Verify system" means an Internet -based system operated by the United States
Department of Homeland Security that allows participating employers to
electronically verify the employment eligibility of newly hired employees.
25.3 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes,
effective January 1, 2021, Contractors, shall register with and use the E -verify system in
order to verify the work authorization status of all newly hired employees. The contractor
shall register for and utilize the U.S. Department of Homeland Security's E -Verify System
to verify the employment eligibility of:
A. All persons employed by a Contractor to perform employment duties within Florida
during the term of the contract; and
B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by
Contractor to perform work pursuant to the contract with the CITY of Boynton
Beach. The Contractor acknowledges and agrees that registration and use of the
U.S. Department of Homeland Security's E -Verify System during the term of the
contract is a condition of the contract with the CITY of Boynton Beach; and
C. The Contractor shall comply with the provisions of Section 448.095, Fla. Stat.,
"Employment Eligibility," as amended from time to time. This includes, but is not
limited to registration and utilization of the E -Verify System to verify the work
authorization status of all newly hired employees. The contractor shall also require
all subcontractors to provide an affidavit attesting that the subcontractor does not
employ, contract with, or subcontract with, an unauthorized alien. The Contractor
shall maintain a copy of such affidavit for the duration of the contract. Failure to
comply will lead to termination of this Contract, or if a subcontractor knowingly
violates the statute, the subcontract must be terminated immediately. Any
challenge to termination under this provision must be filed in the Circuit Court no
later than twenty (20) calendar days after the date of termination. Termination of
this Contract under this Section is not a breach of contract and may not be
considered as such. If this contract is terminated for a violation of the statute by
the Contractor, the Contractor may not be awarded a public contract for a period
of one (1) year after the date of termination.
ARTICLE 26 — FEDERAL REQUIREMENTS
Notwithstanding anything to the contrary set forth herein, vendor shall comply with the all
applicable federally required standard provisions whether set forth hereinbelow, in 2 CFR Part
200, or otherwise. Any reference made to CONSULTANT in this section shall also apply to any
subcontractor under the terms of this Agreement.
26.1 Equal Employment Opportunity. During the performance of this contract, CONSULTANT
agrees as follows:
{00464443.1 306-90018211
A. CONSULTANT will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, sexual orientation, gender
identity, or national origin. CONSULTANT 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. CONSULTANT agrees to post in
conspicuous places, available to employees and applicants for employment,
notices to be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause.
B. CONSULTANT will, in all solicitations or advertisements for employees placed by
or on behalf of CONSULTANT, state that all qualified applicants will receive
consideration for employment without regard to race, color, religion, sex, sexual
orientation, gender identity, or national origin.
C. CONSULTANT will not discharge or in any other manner discriminate against any
employee or applicant for employment because such employee or applicant has
inquired about, discussed, or disclosed the compensation of the employee or
applicant or another employee or applicant. This provision shall not apply to
instances in which an employee who has access to the compensation information
of other employees or applicants as a part of such employee's essential job
functions discloses the compensation of such other employees or applicants to
individuals who do not otherwise have access to such information, unless such
disclosure is in response to a formal complaint or charge, in furtherance of an
investigation, proceeding, hearing, or action, including an investigation conducted
by the employer, or is consistent with CONSULTANT's legal duty to furnish
information.
D. CONSULTANT will send to each labor union or representative of workers with
which it has a collective bargaining agreement or other contract or understanding,
a notice to be provided by the agency contracting officer, advising the labor union
or workers' representative of CONSULTANTs commitments under section 202 of
Executive Order 11246 of September 24, 1965, and shall post copies of the notice
in conspicuous places available to employees and applicants for employment.
E. CONSULTANT 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.
F. CONSULTANT will furnish all information and reports required by Executive Order
11246 of September 24, 1965, and by the rules, regulations, and orders of the
Secretary of Labor, or pursuant thereto, and will permit access to his books,
records, and accounts by the contracting agency and the Secretary of Labor for
purposes of investigation to ascertain compliance with such rules, regulations, and
orders.
G. In the event of CONSULTANT's non-compliance with the nondiscrimination
clauses of this contract or with any of such rules, regulations, or orders, this
Agreement may be canceled, terminated, or suspended in whole or in part and
{00464443.1 306-9001 821 )
CONSULTANT may be declared ineligible for further Government contracts in
accordance with procedures authorized in Executive Order 11246 of September
24, 1965, and such other sanctions may be imposed and remedies invoked as
provided in Executive Order 11246 of September 24, 1965, or by rule, regulation,
or order of the Secretary of Labor, or as otherwise provided by law.
H. CONSULTANT will include the provisions of paragraphs (A) through (H) 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. CONSULTANT will take such action with respect to any
subcontract or purchase order as may be directed by the Secretary of Labor as a
means of enforcing such provisions including sanctions for noncompliance:
Provided, however, that in the event CONSULTANT becomes involved in, or is
threatened with, litigation with a subcontractor or vendor as a result of such
direction, CONSULTANT may request the United States to enter into such litigation
to protect the interests of the United States.
The CITY further agrees that it will be bound by the above equal opportunity clause
with respect to its own employment practices when it participates in federally
assisted construction work: Provided, that if the CITY so participating is a state or
local government, the above equal opportunity clause is not applicable to any
agency, instrumentality or subdivision of such government which does not
participate in work on or under the contract.
The CITY further agrees that it will assist and cooperate actively with the
administering agency and the Secretary of Labor in obtaining the compliance of
contractors and subcontractors with the equal opportunity clause and the rules,
regulations, and relevant orders of the Secretary of Labor, that it will furnish the
administering agency and the Secretary of Labor such information as they may
require for the supervision of such compliance, and that it will otherwise assist the
administering agency in the discharge of the agency's primary responsibility for
securing compliance.
The CITY further agrees that it will refrain from entering into any contract or
contract modification subject to Executive Order 11246 of September 24, 1965,
with a contractor debarred from, or who has not demonstrated eligibility for,
Government contracts and federally assisted construction contracts pursuant to
the Executive Order and will carry out such sanctions and penalties for violation of
the equal opportunity clause as may be imposed upon contractors and
subcontractors by the administering agency or the Secretary of Labor pursuant to
Part Il, Subpart D of the Executive Order. In addition, the CITY agrees that if it fails
or refuses to comply with these undertakings, the administering agency may take
any or all of the following actions: Cancel, terminate, or suspend in whole or in part
this grant (contract, loan, insurance, guarantee); refrain from extending any further
assistance to the CITY under the program with respect to which the failure or
refund occurred until satisfactory assurance of future compliance has been
received from such CITY, and refer the case to the Department of Justice for
appropriate legal proceedings.
26.2 Davis -Bacon Act. CONSULTANT shall comply with the Davis -Bacon Act (40 U.S.C. 276a
to 276a-7) as supplemented by Department of Labor Regulations (29 CFR Part 5). In
accordance with the statute, CONSULTANT must be required to pay wages to laborers and
100464443.1 306-90018211
mechanics at a rate not less than the prevailing wages specified in a wage determination
made by the Secretary of Labor. In addition, CONSULTANT must be required to pay wages
not less than once a week.
26.3 Copeland "Anti -Kickback" Act. CONSULTANT shall comply with the Copeland "Anti -
Kickback" Act, (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29
CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in
Whole or in Part by Loans or Grants from the United States"). CONSULTANT must be
prohibited from inducing, by any means, any person employed in the construction,
completion, or repair of public work, to give up any part of the compensation to which he or
she is otherwise entitled. CITY must report all suspected or reported violations to the Federal
awarding agency.
26.4 Contract Work Hours and Safety Standards Act (40 U.S.C. 3701- 3708). Where
applicable, pursuant to 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor
regulations (29 CFR Part 5) CONSULTANT must be required to compute the wages of every
mechanic and laborer on the basis of a standard workweek of 40 hours. Work in excess of
the standard workweek 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 workweek. 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.
A. Overtime requirements. No contractor or subcontractor contracting for any part of
the contract work which may require or involve the employment of laborers or
mechanics shall require or permit any such laborer or mechanic in any workweek in
which he or she is employed on such work to work in excess of forty hours in such
workweek unless such laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours worked in excess of
forty hours in such workweek.
B Violation; liability for unpaid wages; liquidated damages. In the event of any
violation of the clause set forth in paragraph (A) of this section the CONSULTANT
and any subcontractor responsible therefore shall be liable for the unpaid wages. In
addition, such contractor and subcontractor shall be liable to the United States (in the
case of work done under contract for the District of Columbia or territory, to such
District or to such territory), for liquidated damages. Such liquidated damages shall
be computed with respect to each individual laborer or mechanic, including watchmen
and guards, employed in violation of the clause set forth in paragraph (A) of this
section, in the sum of $10 for each calendar day on which such individual was
required or permitted to work in excess of the standard workweek of forty hours
without payment of the overtime wages required by the clause set forth in paragraph
(A) of this section.
C. Withholding for unpaid wages and liquidated damages. CITY shall upon its own
action or upon written request of an authorized representative of the Department of
Labor withhold or cause to be withheld, from any moneys payable on account of work
performed by CONSULTANT or subcontractor under any such contract or any other
Federal contract with the same prime contractor, or any other federally -assisted
contract subject to the Contract Work Hours and Safety Standards Act, which is held
by the same prime contractor, such sums as may be determined to be necessary to
satisfy any liabilities of such contractor or subcontractor for unpaid wages and
liquidated damages as provided in the clause set forth in paragraph (26.4.2) of this
{00464443.1 306-9001821}
section.
D. Subcontracts. CONSULTANT or subcontractor shall insert in any subcontracts the
clauses set forth in paragraph (A) through (D) of this section and also a clause
requiring the subcontractors to include these clauses in any lower -tier subcontracts.
The prime contractor shall be responsible for compliance by any subcontractor or
lower -tier subcontractor with the clauses set forth in paragraphs (A) through (D) of
this section.
26.5 CONSULTANT agrees to comply with all applicable standards, orders, or regulations issued
pursuant to the Clean Air Act (42 U.S.C. 7401- 7671q) and the Federal Water Pollution
Control Act, as amended (33 U.S.C. 1251- 1387). CITY will report violations to the Federal
awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
A. Clean Air Act. CONSULTANT agrees to comply with all applicable standards,
orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C.
§ 7401 et seq. CONSULTANT agrees to report each violation to CITY and
understands and agrees that the CITY will, in turn, report each violation as required
to assure notification to the State, Federal Emergency Management Agency, and the
appropriate Environmental Protection Agency Regional Office. CONSULTANT
agrees to include these requirements in each subcontract exceeding $150,000
financed in whole or in part with Federal assistance.
B. Federal Water Pollution Control Act. CONSULTANT agrees to comply with all
applicable standards, orders, or regulations issued pursuant to the Federal Water
Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. CONSULTANT agrees to
report each violation to the CITY and understands and agrees that the CITY will, in
turn, report each violation as required to assure notification to the State, Federal
Emergency Management Agency, and the appropriate Environmental Protection
Agency Regional Office. CONSULTANT agrees to include these requirements in
each subcontract exceeding one hundred fifty thousand dollars ($150,000) financed
in whole or in part with Federal assistance.
26.6 Suspension and Debarment. This Agreement is a covered transaction for purposes of 2
C.F.R. pt. 180 and 2 C.F.R. pt. 3000, as such CONSULTANT is required to verify that none
of the CONSULTANT's agents, principals (defined at 2 C.F.R. § 180.995), or affiliates
(defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified
(defined at 2 C.F.R. § 180.935).
A. CONSULTANT must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000,
subpart C and must include a requirement to comply with these regulations in any
lower tier covered transaction it enters into. This certification is a material
representation of fact relied upon by CITY. If it is later determined that CONSULTANT
did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in
addition to remedies available to State and CITY, the Federal Government may
pursue available remedies, including but not limited to suspension and/or debarment.
B. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180,
subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the
period of any contract that may arise from this offer. The bidder or proposer further
agrees to include a provision requiring such compliance in its lower -tier covered
transactions.
100464443.1 306-9001821) 25
26.7 Byrd Anti -Lobbying Amendment, as amended (31 U.S.C. § 1352). CONSULTANT shall
file the required certification pursuant to 31 U.S.C. 1352. 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 shall 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 recipient.
26.8 Compliance with State Energy Policy and Conservation Act. CONSULTANT shall
comply with all mandatory standards and policies relating to energy efficiency contained in
the State energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (Pub. L. 94-163, 89 Stat. 871).
26.9 Procurement of Recovered Materials. The CITY and CONSULTANT must comply with
Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act. The requirements of Section 6002 include procuring only items
designated in 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.
26.10 Reporting. Pursuant to 44 CFR 13.36(i)(7), CONSULTANT shall comply with federal
requirements and regulations pertaining to reporting, including but not limited to those set
forth at 44 CFR 40 and 41, if applicable. Furthermore, both parties shall provide the FEMA
Administrator, U.S. DOT Administrator, the Comptroller General of the United States, or any
of their authorized representative access to any books, documents, papers, and records of
CONSULTANT which are directly pertinent to this contract for the purpose of making audits,
examinations, excerpts, and transcriptions. Also, both Parties agree to provide FEMA
Administrator or his authorized representative access to construction or other work sites
pertaining to the work being completed under the Agreement.
26.11 Rights to Inventions. CONSULTANT agrees that if this Agreement results in any
copyrightable materials or inventions, the Federal Government reserves a royalty -free,
nonexclusive and irrevocable license to reproduce, publish, or otherwise use the copyright of
said materials or inventions for Federal Government purposes.
26.12 No Obligation by the 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.
26.13 Department of Homeland Security (DHS) Seal, Logo, and Flags. CONSULTANT shall
not use DHS(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials
without specific federal pre -approval.
26.14 Compliance with Federal Law, Regulations, and Executive Orders. This is an
acknowledgement that federal financial assistance will be used to fund the Agreement only.
CONSULTANT will comply with all applicable federal laws, regulations, executive orders,
policies, procedures, and directives.
{00464443.1 306-9001821}
26.15 Fraudulent Statements. CONSULTANT acknowledges that 31 U.S.C. Chap. 38 applies to
CONSULTANT's actions pertaining to this Agreement.
26.16 Prohibition on Contracting for Covered Telecommunications Equipment or Services.
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.
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.
Unless an exception in paragraph (B) of this clause applies, the
CONSULTANT and its subcontractors may not use grant, cooperative
agreement, loan, or loan guarantee funds from the Federal Emergency
Management Agency to:
a. 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;
b. 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;
c. 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
d. 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.
B Exceptions.
i. This clause does not prohibit CONSULTANT from providing: (a) A service
that connects to the facilities of a third -party, such as backhaul, roaming, or
interconnection arrangements; or (b) 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.
ii. By necessary implication and regulation, the prohibitions also do not apply to
(a) Covered telecommunications equipment or services that: i. Are not used
{00464443.1 306-9001821}
as a substantial or essential component of any system; and ii. Are not used
as critical technology of any system. (b) Other telecommunications equipment
or services that are not considered covered telecommunications equipment
or services.
C. Reporting requirement.
In the event CONSULTANT 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 (ii) of this clause to the recipient or sub -recipient unless elsewhere
in this contract are established procedures for reporting the information.
ii. The CONSULTANT shall report the following information pursuant to this
section: (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 ten (10) business
days of submitting the information required by this Section: 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. The
CONSULTANT shall insert the substance of this clause, including this in all
subcontracts and other contractual instruments.
26.17 Domestic Preference for Procurements. As appropriate, and to the extent consistent with
law, the CONSULTANT 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. This includes, but is not limited to iron, aluminum, steel, cement, and other
manufactured products. For purposes of this clause: 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. Manufactured products
mean 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.
26.18 Affirmative Socioeconomic Steps. If subcontracts are to be let, CONSULTANT is required
to take all necessary steps identified in 2 C.F.R. § 200.321(b)(1)-(5) to ensure that small and
minority businesses, women's business enterprises, and labor surplus area firms are used
when possible.
26.19 License and Delivery of Works Subject to Copyright and Data Rights. If applicable, the
CONSULTANT grants to CITY, a paid-up, royalty -free, nonexclusive, irrevocable, worldwide
license in data first produced in the performance of this contract to reproduce, publish, or
otherwise use, including prepare derivative works, distribute copies to the public, and perform
publicly and display publicly such data. For data required by the contract but not first
100464443.1306-9001821)
produced in the performance of this contract, CONSULTANT will identify such data and grant
to the CITY or acquires on its behalf a license of the same scope as for data first produced
in the performance of this contract. Data, as used herein, shall include any work subject to
copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software
and/or source code, music, choreography, pictures or images, graphics, sculptures, videos,
motion pictures or other audiovisual works, sound and/or video recordings, and architectural
works. Upon or before the completion of this contract, CONSULTANT will deliver to the
CONSULTANT data first produced in the performance of this contract and data required by
the contract but not first produced in the performance of this contract in formats acceptable
by CONSULTANT.
IN WITNESS OF THE FOREGOING, the Parties have set their hands and seals the day and year
written below.
DATED this q V day of �(,l�'11,�Q�RQq , 2022.
CITY OF BOYNTON BEACH
Loi La-Verriere, City Manager
Attest/Authenticated :
1
C stat Gibson, City Clerk
s
Approve as Fo
James A. Chof, ' Attorney
(00464443.1306-9001821)
COLLECTIVE WATER RESOURCES, LLC.
Signature / Name
Title
(Corporate Seal)
Attest/Authenticated:
Witness
City of Boynton Beach
Risk Management Department
INSURANCE ADVISORY FORM
Under the terms and conditions of all contracts, leases, and agreements, the City requires appropriate coverages listing the
City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as
"Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance
companies providing insurance coverages must have a current rating by A.M. Best Co. of `B+" or higher. (NOTE: An
insurance contract or binder may be accepted as proof of insurance if Certificate is provided upon selection of vendor.) The
following is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE:
This list is not all-inclusive, and the City reserves the right to require additional types of insurance or to raise or lower
the stated limits, based upon identified risk.)
TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED
General Liability
Commercial General Liability
Owners & Contractor's Protective (OCP)
Asbestos Abatement
Lead Abatement
Broad Form Vendors
Premises Operations
Underground Explosion & Collapse
Products Completed Operations
Contractual
Independent Contractors
Fire Legal Liability
Professional Liability
Automobile Liability
Any Auto
All Owned Autos
Hired Autos
Non -Owned Autos
Excess Liability
Umbrella Form
Worker's Compensation Statutory Limits
General Aggregate
Products-Comp/Op Agg.
Personal & Adv. Injury
Each Occurrence
Fire Damage (any one fire)
Med. Expense (any one person)
Combined Single Limit
Each Occurrence
Aggregate
$ 1,000,000.00
$ 1,000,000.00
$ 1,000,000.00
$ 1,000,000.00
$ 50,000.00
$ 5,000.00
Aggregate - $1,000,000.00
$ 1,000,000.00
to be determined
to be determined
Employer's Liability Each Accident $ 1,000,000.00
Disease, Policy Limit $ 1,000,000.00
Disease Each Employee $ 1,000,000.00
-----------------------------------------------------------------------------------------------------------------------------------------------
Property:
Homeowners Revocable Permit $ 300,000.00
Builder's Risk Limits based on Project Cost
Installation Floater Limits based on Project Cost
------------------------------------------------------------------------------------------------------------------------------------------------
Other - As Risk Identified to be determined
-------------------
INSURANCEADVISORYFORM Revised 04/2021
{00464443.1 306-9001821)
EXHIBIT "A"
{00464443.1306-9001821}
COASTAL RESILIENCE PARTNERSHIP VULNERABILITY ASSESSMENT UPDATE
WORK PLAN
PROJECT DESCRIPTION:
The Coastal Resilience Partnership of Southeast Palm Beach County (CRP) completed a Climate Change
Vulnerability Assessment (CCVA) for the jurisdictions of Boynton Beach, Boca Raton, Delray Beach, Highland
Beach, Ocean Ridge, Lantana, Lake Worth Beach, and a portion of unincorporated Palm Beach County in July
2021. The CCVA meets many of the requirements of the new Resilient Florida Grant Program (Section 380.093,
Florida Statute (F.S.)), but the analysis needs to be expanded to include the National Oceanic and Atmospheric
Administration (NOAA) intermediate -low and intermediate -high sea level rise projections for 2040 and 2070 to
be compliant. The new analysis will update storm surge and tidal flooding for all critical assets per the statute
for the entire Project Location as well as incorporate the updated Federal Emergency Management Agency
(FEMA) coastal hazard maps for Palm Beach County, if available.
TASKS & DELIVERABLES:
Task #1: Tidal Floodina and Storm Surae Depth and Elevation Rasters:
Description: Update the tidal flooding and storm surge analyses in the 2021 CCVA to comply with Section
380.093, F.S. The updates would include the 2017 NOAA intermediate -low and intermediate -high sea level rise
projections for 2040 and 2070 as well as the updated FEMA coastal hazard maps for Palm Beach County, if
available. One (1) workshop (either held virtually or in person) will be held to present results of the update
analyses.
Deliverables: The Grantee will submit all task/deliverables for each task to the Department's Grant Manager
on or before the task/deliverable due date listed in the Project Timeline.
1) Summary report from the workshop, including attendee feedback and outcomes.
2) All materials created at the workshop (as applicable).
3) Report to include a summary of flood analysis results.
4) Raster data for each of the flood projections.
Task #2: Updated Asset Vulnerability Analysis:
Description: Update the existing asset vulnerability analyses in the 2021 CCVA to include the new tidal
flooding and storm surge depths and elevation rasters to comply with Section 380.093, F.S. The update will
include 32 analysis permutations (2 horizons x 2 scenarios x 2 threats x 4 asset categories) and include the
following four asset categories. One (1) workshop (either held virtually or in person) will be held to present
results.
1) transportation assets and evacuation routes;
2) critical infrastructure;
3) critical community and emergency facilities; and
4) natural, cultural, and historic resources.
Deliverables: The Grantee will submit all task/deliverables for each task via to the Department's Grant
Manager on or before the task/deliverable due date listed in the Project Timeline.
1) Summary report from the workshop, including attendee feedback and outcomes.
2) All materials created at the workshop (as applicable).
{00464443.1 306-9001821 }
3) Summary report (PDF document) of the GIS data that was developed, and the data sets used to update
the Vulnerability Assessment.
4) GIS shapefiles, file geodatabase, or ArcGIS Pro project package format of all electronic mapping data
used to illustrate flooding and sea level rise impacts identified in the updated Vulnerability Assessment. The
data will include 32 analysis permutations and will include compliant metadata and will be provided at the
asset and census tract scales in the appropriate Florida State Plan projection as specified in s. 380.093,
F.S.
5) List of critical assets (as defined in s. 380.093, F.S.) and regionally significant assets that are impacted
by flooding and sea level rise as identified in the updated Vulnerability Assessment provided in GIS
shapefiles, file geodatabase, or ArcGIS Pro project package format.
Task #3: Technical Memorandum:
Description: Develop a technical memorandum to include the methodology and results of the updated
Vulnerability Assessment.
Deliverables: The Grantee will submit all task/deliverables for each task to the Department's Grant Manager
on or before the task/deliverable due date listed in the Project Timeline.
Technical memorandum (PDF document) to summarize the updated CCVA methodology and resulting
vulnerabilities to tidal flooding and storm surge for each of the four asset categories identified in Task #2. The
memorandum will include each requirement of s.380.093, F.S. that is addressed in the vulnerability analysis,
to include the following:
1) The depth of:
a) Tidal flooding, including future high tide flooding, which must use thresholds published and
provided by the Department. The analysis should also geographically display the number of
tidal flood days expected for each scenario and planning horizon (as applicable/practicable).
b) Current and future storm surge flooding using publicly available NOAA or FEMA storm surge
data. The initial storm surge event used must equal or exceed the current 100 -year flood
event. Higher frequency storm events may be analyzed to understand the exposure of a
critical asset.
2) The following scenarios and standards:
a) All analyses in North American Vertical Datum 88.
b) At least two local sea level rise scenarios, including the 2017 NOAA Intermediate -Low and
Intermediate -High sea level rise projections.
c) At least two planning horizons that include planning horizons for the years 2040 and 2070.
d) Local sea level data that has been interpolated between the two closest NOAA tide gauges.
Local sea level data may be taken from one such gauge if the gauge has higher mean sea
level. Data taken from an alternate gauge may be used with appropriate rationale and
Department approval, as long as it is publicly available or submitted to the Department.
e) Encompassing the entire municipality of each municipality identified in the Project location as
well as an unincorporated area of Palm Beach County and including all critical assets owned
or maintained by those jurisdictions within this designated scope.
f) The most recent publicly available Digital Elevation Model and generally accepted modeling
techniques.
{00464443.1306-9001821}
PROJECT TIMELINE: The tasks must be completed by, and all deliverables received by, the
corresponding task due date. Cost reimbursable grant funding must not exceed the budget amounts as
indicated below. Requests for any change must be submitted prior to the current task due date listed in
the project timeline. Requests are to be sent via separate email to the Department's Grant Manager,
with the details of the request being made and the reason for the request.
PROJECT TIMELINE
Task No. Task Title Task Due Date Funding Amount
2
100464443.1 306-9001821}
Tidal Flooding and Storm Surge
Depth and Elevation Rasters 6/1/2022 $32,000
Updated Asset Vulnerability Analysis 6/1/2022 $30,000
Technical Memorandum 6/1/2022 $12,000
Grant Total $74,000
THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.
ATTACHMENT 1
(00464443.1306-9001821)
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
STANDARD TERMS AND CONDITIONS
APPLICABLE TO GRANT AGREEMENTS
ATTACHMENT 1
1. Entire Agreement.
This Grant Agreement, including any Attachments and Exhibits referred to herein and/or attached hereto (Agreement),
constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior
agreements, whether written or oral, with respect to such subject matter. Any terms and conditions included on
Grantee's forms or invoices shall be null and void.
2. Grant Administration.
a. Order of Precedence. If there are conflicting provisions among the documents that make up the Agreement, the
order of precedence for interpretation of the Agreement is as follows:
i. Standard Grant Agreement
ii. Attachments other than Attachment 1, in numerical order as designated in the Standard Grant
Agreement
iii. Attachment 1, Standard Terms and Conditions
iv. The Exhibits in the order designated in the Standard Grant Agreement
b. All approvals, written or verbal, and other written communication among the parties, including all notices, shall
be obtained by or sent to the parties' Grant Managers. All written communication shall be by electronic mail,
U.S. Mail, a courier delivery service, or delivered in person. Notices shall be considered delivered when reflected
by an electronic mail read receipt, a courier service delivery receipt, other mail service delivery receipt, or when
receipt is acknowledged by recipient. If the notice is delivered in multiple ways, the notice will be considered
delivered at the earliest delivery time.
c. If a different Grant Manager is designated by either party after execution of this Agreement, notice of the name
and contact information of the new Grant Manager will be submitted in writing to the other party and maintained
in the respective parties' records. A change of Grant Manager does not require a formal amendment or change
order to the Agreement.
d. This Agreement may be amended, through a formal amendment or a change order, only by a written agreement
between both parties. A formal amendment to this Agreement is required for changes which cause any of the
following:
(1) an increase or decrease in the Agreement funding amount;
(2) a change in Grantee's match requirements;
(3) a change in the expiration date of the Agreement; and/or
(4) changes to the cumulative amount of funding transfers between approved budget categories, as defined in
Attachment 3, Grant Work Plan, that exceeds or is expected to exceed twenty percent (20%) of the total budget
as last approved by Department.
A change order to this Agreement may be used when:
(1) task timelines within the current authorized Agreement period change;
(2) the cumulative transfer of funds between approved budget categories, as defined in Attachment 3, Grant Work
Plan, are less than twenty percent (20%) of the total budget as last approved by Department;
(3) changing the current funding source as stated in the Standard Grant Agreement; and/or
(4) fund transfers between budget categories for the purposes of meeting match requirements.
This Agreement may be amended to provide for additional services if additional funding is made available by the
Legislature.
e. All days in this Agreement are calendar days unless otherwise specified.
3. Agreement Duration.
The term of the Agreement shall begin and end on the dates indicated in the Standard Grant Agreement, unless
extended or terminated earlier in accordance with the applicable terms and conditions. The Grantee shall be eligible
for reimbursement for work performed on or after the date of execution through the expiration date of this Agreement,
unless otherwise specified in Attachment 2, Special Terms and Conditions. However, work performed prior to the
execution of this Agreement may be reimbursable or used for match purposes if permitted by the Special Terms and
Conditions.
Attachment 1
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Rev. 10/18/2021
4. Deliverables.
The Grantee agrees to render the services or other units of deliverables as set forth in Attachment 3, Grant Work Plan.
The services or other units of deliverables shall be delivered in accordance with the schedule and at the pricing outlined
in the Grant Work Plan. Deliverables may be comprised of activities that must be completed prior to Department
making payment on that deliverable. The Grantee agrees to perform in accordance with the terms and conditions set
forth in this Agreement and all attachments and exhibits incorporated by the Standard Grant Agreement.
5. Performance Measures.
The Grantee warrants that: (1) the services will be performed by qualified personnel; (2) the services will be of the
kind and quality described in the Grant Work Plan; (3) the services will be performed in a professional and
workmanlike manner in accordance with industry standards and practices; (4) the services shall not and do not
knowingly infringe upon the intellectual property rights, or any other proprietary rights, of any third party; and (5) its
employees, subcontractors, and/or subgrantees shall comply with any security and safety requirements and processes,
if provided by Department, for work done at the Project Location(s). The Department reserves the right to investigate
or inspect at any time to determine whether the services or qualifications offered by Grantee meet the Agreement
requirements. Notwithstanding any provisions herein to the contrary, written acceptance of a particular deliverable
does not foreclose Department's remedies in the event deficiencies in the deliverable cannot be readily measured at
the time of delivery.
6. Acceptance of Deliverables.
a. Acceptance Process. All deliverables must be received and accepted in writing by Department's Grant Manager
before payment. The Grantee shall work diligently to correct all deficiencies in the deliverable that remain
outstanding, within a reasonable time at Grantee's expense. If Department's Grant Manager does not accept the
deliverables within 30 days of receipt, they will be deemed rejected.
b. Rejection of Deliverables. The Department reserves the right to reject deliverables, as outlined in the Grant
Work Plan, as incomplete, inadequate, or unacceptable due, in whole or in part, to Grantee's lack of satisfactory
performance under the terms of this Agreement. The Grantee's efforts to correct the rejected deliverables will
be at Grantee's sole expense. Failure to fulfill the applicable technical requirements or complete all tasks or
activities in accordance with the Grant Work Plan will result in rejection of the deliverable and the associated
invoice. Payment for the rejected deliverable will not be issued unless the rejected deliverable is made
acceptable to Department in accordance with the Agreement requirements. The Department, at its option, may
allow additional time within which Grantee may remedy the objections noted by Department. The Grantee's
failure to make adequate or acceptable deliverables after a reasonable opportunity to do so shall constitute an
event of default.
7. Financial Consequences for Nonperformance.
a. Withholding Payment. In addition to the specific consequences explained in the Grant Work Plan and/or
Special Terms and Conditions, the State of Florida (State) reserves the right to withhold payment when the
Grantee has failed to perform/comply with provisions of this Agreement. None of the financial consequences
for nonperformance in this Agreement as more fully described in the Grant Work Plan shall be considered
penalties.
b. Corrective Action Plan. If Grantee fails to correct all the deficiencies in a rejected deliverable within the specified
timeframe, Department may, in its sole discretion, request that a proposed Corrective Action Plan (CAP) be
submitted by Grantee to Department. The Department requests that Grantee specify the outstanding deficiencies
in the CAP. All CAPs must be able to be implemented and performed in no more than sixty (60) calendar days.
i. The Grantee shall submit a CAP within ten (10) days of the date of the written request from
Department. The CAP shall be sent to the Department's Grant Manager for review and approval.
Within ten (10) days of receipt of a CAP, Department shall notify Grantee in writing whether the
CAP proposed has been accepted. If the CAP is not accepted, Grantee shall have ten (10) days from
receipt of Department letter rejecting the proposal to submit a revised proposed CAP. Failure to
obtain Department approval of a CAP as specified above may result in Department's termination of
this Agreement for cause as authorized in this Agreement.
ii. Upon Department's notice of acceptance of a proposed CAP, Grantee shall have ten (10) days to
commence implementation of the accepted plan. Acceptance of the proposed CAP by Department
does not relieve Grantee of any of its obligations under the Agreement. In the event the CAP fails
to correct or eliminate performance deficiencies by Grantee, Department shall retain the right to
require additional or further remedial steps, or to terminate this Agreement for failure to perform.
No actions approved by Department or steps taken by Grantee shall preclude Department from
subsequently asserting any deficiencies in performance. The Grantee shall continue to implement
Attachment 1
2of12
Rev. 10/18/2021
the CAP until all deficiencies are corrected. Reports on the progress of the CAP will be made to
Department as requested by Department's Grant Manager.
iii. Failure to respond to a Department request for a CAP or failure to correct a deficiency in the
performance of the Agreement as specified by Department may result in termination of the
Agreement.
8. Payment.
a. Payment Process. Subject to the terms and conditions established by the Agreement, the pricing per deliverable
established by the Grant Work Plan, and the billing procedures established by Department, Department agrees
to pay Grantee for services rendered in accordance with Section 215.422, Florida Statutes (F.S.).
b. Taxes. The Department is exempted from payment of State sales, use taxes and Federal excise taxes. The Grantee,
however, shall not be exempted from paying any taxes that it is subject to, including State sales and use taxes, or
for payment by Grantee to suppliers for taxes on materials used to fulfill its contractual obligations with
Department. The Grantee shall not use Department's exemption number in securing such materials. The Grantee
shall be responsible and liable for the payment of all its FICA/Social Security and other taxes resulting from this
Agreement.
c. Maximum Amount of Agreement The maximum amount of compensation under this Agreement, without an
amendment, is described in the Standard Grant Agreement. Any additional funds necessary for the completion of
this Project are the responsibility of Grantee.
d. Reimbursement for Costs. The Grantee shall be paid on a cost reimbursement basis for all eligible Project costs
upon the completion, submittal, and approval of each deliverable identified in the Grant Work Plan.
Reimbursement shall be requested on Exhibit C, Payment Request Summary Form. To be eligible for
reimbursement, costs must be in compliance with laws, rules, and regulations applicable to expenditures of State
funds, including, but not limited to, the Reference Guide for State Expenditures, which can be accessed at the
following web address:
https://www.myfloridacfo.com/Division/AA/Manuals/documents/ReferenceGuideforStateEUenditures.pdf.
e. Invoice Detail. All charges for services rendered or for reimbursement of expenses authorized by Department
pursuant to the Grant Work Plan shall be submitted to Department in sufficient detail for a proper pre -audit and
post -audit to be performed. The Grantee shall only invoice Department for deliverables that are completed in
accordance with the Grant Work Plan.
f. Interim Payments. Interim payments may be made by Department, at its discretion, if the completion of
deliverables to date have first been accepted in writing by Department's Grant Manager.
g. Final Payment Request. A final payment request should be submitted to Department no later than sixty (60) days
following the expiration date of the Agreement to ensure the availability of funds for payment. However, all
work performed pursuant to the Grant Work Plan must be performed on or before the expiration date of the
Agreement.
h. Annual Appropriation Contingency. The State's performance and obligation to pay under this Agreement is
contingent upon an annual appropriation by the Legislature. This Agreement is not a commitment of future
appropriations. Authorization for continuation and completion of work and any associated payments may be
rescinded, with proper notice, at the discretion of Department if the Legislature reduces or eliminates
appropriations.
i. Interest Rates. All interest rates charged under the Agreement shall be calculated on the prevailing rate used by
the State Board of Administration. To obtain the applicable interest rate, please refer to:
www.myfloridacfo.com/Division/AANendors/default.htrn.
j. Refund of Payments to the Department. Any balance of unobligated funds that have been advanced or paid must
be refunded to Department. Any funds paid in excess of the amount to which Grantee or subgrantee is entitled
under the terms of the Agreement must be refunded to Department. If this Agreement is funded with federal funds
and the Department is required to refund the federal government, the Grantee shall refund the Department its
share of those funds.
9. Documentation Required for Cost Reimbursement Grant Agreements and Match.
If Cost Reimbursement or Match is authorized in Attachment 2, Special Terms and Conditions, the following
conditions apply. Supporting documentation must be provided to substantiate cost reimbursement or match
requirements for the following budget categories:
a. Salary/Wages. Grantee shall list personnel involved, position classification, direct salary rates, and hours spent
on the Project in accordance with Attachment 3, Grant Work Plan in their documentation for reimbursement or
match requirements.
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b. Overhead/Indirect/General and Administrative Costs. If Grantee is being reimbursed for or claiming match for
multipliers, all multipliers used (i.e., fringe benefits, overhead, indirect, and/or general and administrative rates)
shall be supported by audit. If Department determines that multipliers charged by Grantee exceeded the rates
supported by audit, Grantee shall be required to reimburse such funds to Department within thirty (30) days of
written notification. Interest shall be charged on the excessive rate.
c. Contractual Costs (,Subcontractors), Match or reimbursement requests for payments to subcontractors must be
substantiated by copies of invoices with backup documentation identical to that required from Grantee.
Subcontracts which involve payments for direct salaries shall clearly identify the personnel involved, salary rate
per hour, and hours spent on the Project. All eligible multipliers used (i.e., fringe benefits, overhead, indirect,
and/or general and administrative rates) shall be supported by audit. If Department determines that multipliers
charged by any subcontractor exceeded the rates supported by audit, Grantee shall be required to reimburse such
funds to Department within thirty (30) days of written notification. Interest shall be charged on the excessive
rate. Nonconsumable and/or nonexpendable personal property or equipment costing $5,000 or more purchased
for the Project under a subcontract is subject to the requirements set forth in Chapters 273 and/or 274, F.S., and
Chapter 691-72, Florida Administrative Code (F.A.C.) and/or Chapter 691-73, F.A.C., as applicable. The Grantee
shall be responsible for maintaining appropriate property records for any subcontracts that include the purchase
of equipment as part of the delivery of services. The Grantee shall comply with this requirement and ensure its
subcontracts issued under this Agreement, if any, impose this requirement, in writing, on its subcontractors.
i. For fixed-price (vendor) subcontracts, the following provisions shall apply: The Grantee may
award, on a competitive basis, fixed-price subcontracts to consultants/contractors in performing the
work described in Attachment 3, Grant Work Plan. Invoices submitted to Department for fixed-
price subcontracted activities shall be supported with a copy of the subcontractor's invoice and a
copy of the tabulation form for the competitive procurement process (e.g., Invitation to Bid, Request
for Proposals, or other similar competitive procurement document) resulting in the fixed-price
subcontract. The Grantee may request approval from Department to award a fixed-price subcontract
resulting from procurement methods other than those identified above. In this instance, Grantee shall
request the advance written approval from Department's Grant Manager of the fixed price
negotiated by Grantee. The letter of request shall be supported by a detailed budget and Scope of
Services to be performed by the subcontractor. Upon receipt of Department Grant Manager's
approval of the fixed-price amount, Grantee may proceed in finalizing the fixed-price subcontract.
ii. If the procurement is subject to the Consultant's Competitive Negotiation Act under section
287.055, F.S. or the Brooks Act, Grantee must provide documentation clearly evidencing it has
complied with the statutory or federal requirements.
d. Travel. All requests for match or reimbursement of travel expenses shall be in accordance with Section 112.061,
F.S.
e. Direct Purchase Equipment. For the purposes of this Agreement, Equipment is defined as capital outlay costing
$5,000 or more. Match or reimbursement for Grantee's direct purchase of equipment is subject to specific
approval of Department, and does not include any equipment purchased under the delivery of services to be
completed by a subcontractor. Include copies of invoices or receipts to document purchases, and a properly
completed Exhibit B, Property Reporting Form.
f. Rental/Lease of Equipment. Match or reimbursement requests for rental/lease of equipment must include copies
of invoices or receipts to document charges.
g. Miscellaneous/Other Expenses. If miscellaneous or other expenses, such as materials, supplies, non -excluded
phone expenses, reproduction, or mailing, are reimbursable or available for match or reimbursement under the
terms of this Agreement, the documentation supporting these expenses must be itemized and include copies of
receipts or invoices. Additionally, independent of Grantee's contract obligations to its subcontractor, Department
shall not reimburse any of the following types of charges: cell phone usage; attorney's fees or court costs; civil
or administrative penalties; or handling fees, such as set percent overages associated with purchasing supplies or
equipment.
h. Land Acquisition. Reimbursement for the costs associated with acquiring interest and/or rights to real property
(including access rights through ingress/egress easements, leases, license agreements, or other site access
agreements; and/or obtaining record title ownership of real property through purchase) must be supported by the
following, as applicable: Copies of Property Appraisals, Environmental Site Assessments, Surveys and Legal
Descriptions, Boundary Maps, Acreage Certification, Title Search Reports, Title Insurance, Closing
Statements/Documents, Deeds, Leases, Easements, License Agreements, or other legal instrument documenting
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acquired property interest and/or rights. If land acquisition costs are used to meet match requirements, Grantee
agrees that those funds shall not be used as match for any other Agreement supported by State or Federal funds.
10. Status Reports.
The Grantee shall submit status reports quarterly, unless otherwise specified in the Attachments, on Exhibit A,
Progress Report Form, to Department's Grant Manager describing the work performed during the reporting
period, problems encountered, problem resolutions, scheduled updates, and proposed work for the next reporting
period. Quarterly status reports are due no later than twenty (20) days following the completion of the quarterly
reporting period. For the purposes of this reporting requirement, the quarterly reporting periods end on March
31, June 30, September 30 and December 31. The Department will review the required reports submitted by
Grantee within thirty (30) days.
11. Retainage.
The following provisions apply if Department withholds retainage under this Agreement:
a. The Department reserves the right to establish the amount and application of retainage on the work performed
under this Agreement up to the maximum percentage described in Attachment 2, Special Terms and Conditions.
Retainage may be withheld from each payment to Grantee pending satisfactory completion of work and approval
of all deliverables.
b. If Grantee fails to perform the requested work, or fails to perform the work in a satisfactory manner, Grantee shall
forfeit its right to payment of the retainage associated with the work. Failure to perform includes, but is not
limited to, failure to submit the required deliverables or failure to provide adequate documentation that the work
was actually performed. The Department shall provide written notification to Grantee of the failure to perform
that shall result in retainage forfeiture. If the Grantee does not correct the failure to perform within the timeframe
stated in Department's notice, the retainage will be forfeited to Department.
c. No retainage shall be released or paid for incomplete work while this Agreement is suspended.
d. Except as otherwise provided above, Grantee shall be paid the retainage associated with the work, provided
Grantee has completed the work and submits an invoice for retainage held in accordance with the invoicing
procedures under this Agreement.
12. Insurance.
a. Insurance Requirements for Sub -Grantees and/or Subcontractors. The Grantee shall require its sub -grantees
and/or subcontractors, if any, to maintain insurance coverage of such types and with such terms and limits as
described in this Agreement. The Grantee shall require all its sub -grantees and/or subcontractors, if any, to
make compliance with the insurance requirements of this Agreement a condition of all contracts that are related
to this Agreement. Sub -grantees and/or subcontractors must provide proof of insurance upon request.
b. Deductibles. The Department shall be exempt from, and in no way liable for, any sums of money representing a
deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the
Grantee providing such insurance.
c. Proof of Insurance. Upon execution of this Agreement, Grantee shall provide Department documentation
demonstrating the existence and amount for each type of applicable insurance coverage prior to performance of
any work under this Agreement. Upon receipt of written request from Department, Grantee shall furnish
Department with proof of applicable insurance coverage by standard form certificates of insurance, a self-
insured authorization, or other certification of self-insurance.
d. Duty to Maintain Coverage. In the event that any applicable coverage is cancelled by the insurer for any
reason, or if Grantee cannot get adequate coverage, Grantee shall immediately notify Department of such
cancellation and shall obtain adequate replacement coverage conforming to the requirements herein and provide
proof of such replacement coverage within ten (10) days after the cancellation of coverage.
e. Insurance Trust. If the Grantee's insurance is provided through an insurance trust, the Grantee shall instead add
the Department of Environmental Protection, its employees, and officers as an additional covered party
everywhere the Agreement requires them to be added as an additional insured.
13. Termination.
a. Termination for Convenience. When it is in the State's best interest, Department may, at its sole discretion,
terminate the Agreement in whole or in part by giving 30 days' written notice to Grantee. The Department shall
notify Grantee of the termination for convenience with instructions as to the effective date of termination or the
specific stage of work at which the Agreement is to be terminated. The Grantee must submit all invoices for
work to be paid under this Agreement within thirty (30) days of the effective date of termination. The
Department shall not pay any invoices received after thirty (30) days of the effective date of termination.
b. Termination for Cause. The Department may terminate this Agreement if any of the events of default described
in the Events of Default provisions below occur or in the event that Grantee fails to fulfill any of its other
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obligations under this Agreement. If, after termination, it is determined that Grantee was not in default, or that
the default was excusable, the rights and obligations of the parties shall be the same as if the termination had
been issued for the convenience of Department. The rights and remedies of Department in this clause are in
addition to any other rights and remedies provided by law or under this Agreement.
c. Grantee Obligations Won Notice of Termination. After receipt of a notice of termination or partial termination
unless as otherwise directed by Department, Grantee shall not furnish any service or deliverable on the date, and
to the extent specified, in the notice. However, Grantee shall continue work on any portion of the Agreement
not terminated. If the Agreement is terminated before performance is completed, Grantee shall be paid only for
that work satisfactorily performed for which costs can be substantiated. The Grantee shall not be entitled to
recover any cancellation charges or lost profits.
d. Continuation of Prepaid Services. If Department has paid for any services prior to the expiration, cancellation,
or termination of the Agreement, Grantee shall continue to provide Department with those services for which it
has already been paid or, at Department's discretion, Grantee shall provide a refund for services that have been
paid for but not rendered.
e. Transition of Services Upon Termination, Expiration, or Cancellation of the Agreement. If services provided
under the Agreement are being transitioned to another provider(s), Grantee shall assist in the smooth transition
of Agreement services to the subsequent provider(s). This requirement is at a minimum an affirmative
obligation to cooperate with the new provider(s), however additional requirements may be outlined in the Grant
Work Plan. The Grantee shall not perform any services after Agreement expiration or termination, except as
necessary to complete the transition or continued portion of the Agreement, if any.
14. Notice of Default.
If Grantee defaults in the performance of any covenant or obligation contained in the Agreement, including, any of
the events of default, Department shall provide notice to Grantee and an opportunity to cure that is reasonable under
the circumstances. This notice shall state the nature of the failure to perform and provide a time certain for correcting
the failure. The notice will also provide that, should the Grantee fail to perform within the time provided, Grantee will
be found in default, and Department may terminate the Agreement effective as of the date of receipt of the default
notice.
15. Events of Default.
Provided such failure is not the fault of Department or outside the reasonable control of Grantee, the following non-
exclusive list of events, acts, or omissions, shall constitute events of default:
a. The commitment of any material breach of this Agreement by Grantee, including failure to timely deliver a
material deliverable, failure to perform the minimal level of services required for a deliverable, discontinuance of
the performance of the work, failure to resume work that has been discontinued within a reasonable time after
notice to do so, or abandonment of the Agreement;
b. The commitment of any material misrepresentation or omission in any materials, or discovery by the Department
of such, made by the Grantee in this Agreement or in its application for funding;
c. Failure to submit any of the reports required by this Agreement or having submitted any report with incorrect,
incomplete, or insufficient information;
d. Failure to honor any term of the Agreement;
e. Failure to abide by any statutory, regulatory, or licensing requirement, including an entry of an order revoking
the certificate of authority granted to the Grantee by a state or other licensing authority;
f. Failure to pay any and all entities, individuals, and furnishing labor or materials, or failure to make payment to
any other entities as required by this Agreement;
g. Employment of an unauthorized alien in the performance of the work, in violation of Section 274 (A) of the
Immigration and Nationality Act;
h. Failure to maintain the insurance required by this Agreement;
i. One or more of the following circumstances, uncorrected for more than thirty (30) days unless, within the
specified 30 -day period, Grantee (including its receiver or trustee in bankruptcy) provides to Department adequate
assurances, reasonably acceptable to Department, of its continuing ability and willingness to fulfill its obligations
under the Agreement:
i. Entry of an order for relief under Title 11 of the United States Code;
ii. The making by Grantee of a general assignment for the benefit of creditors;
iii. The appointment of a general receiver or trustee in bankruptcy of Grantee's business or property;
and/or
iv. An action by Grantee under any state insolvency or similar law for the purpose of its bankruptcy,
reorganization, or liquidation.
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16. Suspension of Work.
The Department may, in its sole discretion, suspend any or all activities under the Agreement, at any time, when it is
in the best interest of the State to do so. The Department shall provide Grantee written notice outlining the particulars
of suspension. Examples of reasons for suspension include, but are not limited to, budgetary constraints, declaration
of emergency, or other such circumstances. After receiving a suspension notice, Grantee shall comply with the notice.
Within 90 days, or any longer period agreed to by the parties, Department shall either: (1) issue a notice authorizing
resumption of work, at which time activity shall resume; or (2) terminate the Agreement. If the Agreement is
terminated after 30 days of suspension, the notice of suspension shall be deemed to satisfy the thirty (30) days' notice
required for a notice of termination for convenience. Suspension of work shall not entitle Grantee to any additional
compensation.
17. Force Majeure.
The Grantee shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence
of Grantee or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts
of public enemies, strikes, fires, floods, or other similar cause wholly beyond Grantee's control, or for any of the
foregoing that affect subcontractors or suppliers if no alternate source of supply is available to Grantee. In case of
any delay Grantee believes is excusable, Grantee shall notify Department in writing of the delay or potential delay
and describe the cause of the delay either (1) within ten days after the cause that creates or will create the delay first
arose, if Grantee could reasonably foresee that a delay could occur as a result; or (2) if delay is not reasonably
foreseeable, within five days after the date Grantee first had reason to believe that a delay could result. THE
FOREGOING SHALL CONSTITUTE THE GRANTEE'S SOLE REMEDY OR EXCUSE WITH RESPECT
TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No
claim for damages, other than for an extension of time, shall be asserted against Department. The Grantee shall not be
entitled to an increase in the Agreement price or payment of any kind from Department for direct, indirect,
consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or
inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If
performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after
the causes have ceased to exist Grantee shall perform at no increased cost, unless Department determines, in its sole
discretion, that the delay will significantly impair the value of the Agreement to Department, in which case Department
may: (1) accept allocated performance or deliveries from Grantee, provided that Grantee grants preferential treatment
to Department with respect to products subjected to allocation; (2) contract with other sources (without recourse to
and by Grantee for the related costs and expenses) to replace all or part of the products or services that are the subject
of the delay, which purchases may be deducted from the Agreement quantity; or (3) terminate Agreement in whole or
in part.
18. Indemnification.
a. The Grantee shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall
fully indemnify, defend, and hold harmless Department and its officers, agents, and employees, from suits,
actions, damages, and costs of every name and description arising from or relating to:
i. personal injury and damage to real or personal tangible property alleged to be caused in whole or in
part by Grantee, its agents, employees, partners, or subcontractors; provided, however, that Grantee
shall not indemnify for that portion of any loss or damages proximately caused by the negligent act
or omission of Department;
ii. the Grantee's breach of this Agreement or the negligent acts or omissions of Grantee.
b. The Grantee's obligations under the preceding paragraph with respect to any legal action are contingent upon
Department giving Grantee: (1) written notice of any action or threatened action; (2) the opportunity to take over
and settle or defend any such action at Grantee's sole expense; and (3) assistance in defending the action at
Grantee's sole expense. The Grantee shall not be liable for any cost, expense, or compromise incurred or made
by Department in any legal action without Grantee's prior written consent, which shall not be unreasonably
withheld.
c. Notwithstanding sections a. and b. above, the following is the sole indemnification provision that applies to
Grantees that are governmental entities: Each party hereto agrees that it shall be solely responsible for the
negligent or wrongful acts of its employees and agents. However, nothing contained herein shall constitute a
waiver by either party of its sovereign immunity or the provisions of Section 768.28, F.S. Further, nothing herein
shall be construed as consent by a state agency or subdivision of the State to be sued by third parties in any matter
arising out of any contract or this Agreement.
d. No provision in this Agreement shall require Department to hold harmless or indemnify Grantee, insure or assume
liability for Grantee's negligence, waive Department's sovereign immunity under the laws of Florida, or
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otherwise impose liability on Department for which it would not otherwise be responsible. Any provision,
implication or suggestion to the contrary is null and void.
19. Limitation of Liability.
The Department's liability for any claim arising from this Agreement is limited to compensatory damages in an amount
no greater than the sum of the unpaid balance of compensation due for goods or services rendered pursuant to and in
compliance with the terms of the Agreement. Such liability is further limited to a cap of $100,000.
20. Remedies.
Nothing in this Agreement shall be construed to make Grantee liable for force majeure events. Nothing in this
Agreement, including financial consequences for nonperformance, shall limit Department's right to pursue its
remedies for other types of damages under the Agreement, at law or in equity. The Department may, in addition to
other remedies available to it, at law or in equity and upon notice to Grantee, retain such monies from amounts due
Grantee as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against it.
21. Waiver.
The delay or failure by Department to exercise or enforce any of its rights under this Agreement shall not constitute
or be deemed a waiver of Department's right thereafter to enforce those rights, nor shall any single or partial exercise
of any such right preclude any other or further exercise thereof or the exercise of any other right.
22. Statutory Notices Relating to Unauthorized Employment and Subcontracts.
a. The Department shall consider the employment by any Grantee of unauthorized aliens a violation of Section
274A(e) of the Immigration and Nationality Act. If Grantee/subcontractor knowingly employs unauthorized
aliens, such violation shall be cause for unilateral cancellation of this Agreement. The Grantee shall be responsible
for including this provision in all subcontracts with private organizations issued as a result of this Agreement.
b. Pursuant to Sections 287.133, 287.134, and 287.137 F.S., the following restrictions apply to persons placed on
the convicted vendor list, discriminatory vendor list, or the antitrust violator vendor list:
i. Public Entity Crime. A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract
to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a
contract with a public entity for the construction or repair of a public building or public work; may
not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded
or perform work as a Grantee, supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of the threshold amount
provided in Section 287.017, F.S., for CATEGORY TWO for a period of 36 months following the
date of being placed on the convicted vendor list.
ii. Discriminatory Vendors. An entity or affiliate who has been placed on the discriminatory vendor
list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a
public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the
construction or repair of a public building or public work; may not submit bids, proposals, or replies
on leases of real property to a public entity; may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public entity; and may not transact
business with any public entity.
iii. Antitrust Violator Vendors. A person or an affiliate who has been placed on the antitrust violator
vendor list following a conviction or being held civilly liable for an antitrust violation may not
submit a bid, proposal, or reply on any contract to provide any good or services to a public entity;
may not submit a bid, proposal, or reply on any contract with a public entity for the construction or
repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real
property to a public entity; may not be awarded or perform work as a Grantee, supplier,
subcontractor, or consultant under a contract with a public entity; and may not transact new business
with a public entity.
iv. Notification. The Grantee shall notify Department if it or any of its suppliers, subcontractors, or
consultants have been placed on the convicted vendor list, the discriminatory vendor list, or antitrust
violator vendor list during the life of the Agreement. The Florida Department of Management
Services is responsible for maintaining the discriminatory vendor list and the antitrust violator
vendor list and posts the list on its website. Questions regarding the discriminatory vendor list or
antitrust violator vendor list may be directed to the Florida Department of Management Services,
Office of Supplier Diversity, at (850) 487-0915.
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23. Compliance with Federal, State and Local Laws.
a. The Grantee and all its agents shall comply with all federal, state and local regulations, including, but not limited
to, nondiscrimination, wages, social security, workers' compensation, licenses, and registration requirements.
The Grantee shall include this provision in all subcontracts issued as a result of this Agreement.
b. No person, on the grounds of race, creed, color, religion, national origin, age, gender, or disability, shall be
excluded from participation in; be denied the proceeds or benefits of; or be otherwise subjected to discrimination
in performance of this Agreement.
c. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
d. Any dispute concerning performance of the Agreement shall be processed as described herein. Jurisdiction for
any damages arising under the terms of the Agreement will be in the courts of the State, and venue will be in the
Second Judicial Circuit, in and for Leon County. Except as otherwise provided by law, the parties agree to be
responsible for their own attorney fees incurred in connection with disputes arising under the terms of this
Agreement.
24. Scrutinized Companies.
a. Grantee certifies that it is not on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of
Israel. Pursuant to Section 287.135, F.S., the Department may immediately terminate this Agreement at its sole
option if the Grantee is found to have submitted a false certification; or if the Grantee is placed on the Scrutinized
Companies that Boycott Israel List or is engaged in the boycott of Israel during the term of the Agreement.
b. If this Agreement is for more than one million dollars, the Grantee certifies that it is also not on the Scrutinized
Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List, or engaged with business operations in Cuba or Syria as identified in Section 287.135, F.S. Pursuant to
Section 287.135, F.S., the Department may immediately terminate this Agreement at its sole option if the Grantee
is found to have submitted a false certification; or if the Grantee is placed on the Scrutinized Companies with
Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or
engaged with business operations in Cuba or Syria during the term of the Agreement.
c. As provided in Subsection 287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions then
they shall become inoperative.
25. Lobbying and Integrity.
The Grantee agrees that no funds received by it under this Agreement will be expended for the purpose of lobbying
the Legislature or a State agency pursuant to Section 216.347, F.S., except that pursuant to the requirements of Section
287.058(6), F.S., during the term of any executed agreement between Grantee and the State, Grantee may lobby the
executive or legislative branch concerning the scope of services, performance, term, or compensation regarding that
agreement. The Grantee shall comply with Sections 11.062 and 216.347, F.S.
26. Record Keeping.
The Grantee shall maintain books, records and documents directly pertinent to performance under this Agreement in
accordance with United States generally accepted accounting principles (US GAAP) consistently applied. The
Department, the State, or their authorized representatives shall have access to such records for audit purposes during
the term of this Agreement and for five (5) years following the completion date or termination of the Agreement. In
the event that any work is subcontracted, Grantee shall similarly require each subcontractor to maintain and allow
access to such records for audit purposes. Upon request of Department's Inspector General, or other authorized
State official, Grantee shall provide any type of information the Inspector General deems relevant to Grantee's
integrity or responsibility. Such information may include, but shall not be limited to, Grantee's business or financial
records, documents, or files of any type or form that refer to or relate to Agreement. The Grantee shall retain such
records for the longer of: (1) three years after the expiration of the Agreement; or (2) the period required by the
General Records Schedules maintained by the Florida Department of State (available at:
hgR://dos.myflorida.com/library-archives/records-mana eg ment/general-records-schedulesn.
27. Audits.
a. Inspector General. The Grantee understands its duty, pursuant to Section 20.055(5), F.S., to cooperate with the
inspector general in any investigation, audit, inspection, review, or hearing. The Grantee will comply with this
duty and ensure that its sub -grantees and/or subcontractors issued under this Agreement, if any, impose this
requirement, in writing, on its sub -grantees and/or subcontractors, respectively.
b. Physical Access and Inspection. Department personnel shall be given access to and may observe and inspect
work being performed under this Agreement, with reasonable notice and during normal business hours, including
by any of the following methods:
i. Grantee shall provide access to any location or facility on which Grantee is performing work, or
storing or staging equipment, materials or documents;
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ii. Grantee shall permit inspection of any facility, equipment, practices, or operations required in
performance of any work pursuant to this Agreement; and,
iii. Grantee shall allow and facilitate sampling and monitoring of any substances, soils, materials or
parameters at any location reasonable or necessary to assure compliance with any work or legal
requirements pursuant to this Agreement.
c. Special Audit Requirements. The Grantee shall comply with the applicable provisions contained in Attachment
5, Special Audit Requirements. Each amendment that authorizes a funding increase or decrease shall include an
updated copy of Exhibit 1, to Attachment 5. If Department fails to provide an updated copy of Exhibit 1 to include
in each amendment that authorizes a funding increase or decrease, Grantee shall request one from the
Department's Grants Manager. The Grantee shall consider the type of financial assistance (federal and/or state)
identified in Attachment 5, Exhibit 1 and determine whether the terms of Federal and/or Florida Single Audit Act
Requirements may further apply to lower tier transactions that may be a result of this Agreement. For federal
financial assistance, Grantee shall utilize the guidance provided under 2 CFR §200.331 for determining whether
the relationship represents that of a subrecipient or vendor. For State financial assistance, Grantee shall utilize the
form entitled "Checklist for Nonstate Organizations Recipient/Subrecipient vs Vendor Determination" (form
number DFS -A2 -NS) that can be found under the "Links/Forms" section appearing at the following website:
https:\\apps. fldfs.com\fsaa.
d. Proof of Transactions. In addition to documentation provided to support cost reimbursement as described herein,
Department may periodically request additional proof of a transaction to evaluate the appropriateness of costs to
the Agreement pursuant to State guidelines (including cost allocation guidelines) and federal, if applicable.
Allowable costs and uniform administrative requirements for federal programs can be found under 2 CFR
200. The Department may also request a cost allocation plan in support of its multipliers (overhead, indirect,
general administrative costs, and fringe benefits). The Grantee must provide the additional proof within thirty
(30) days of such request.
e. No Commingling of Funds. The accounting systems for all Grantees must ensure that these funds are not
commingled with funds from other agencies. Funds from each agency must be accounted for separately. Grantees
are prohibited from commingling funds on either a program -by -program or a project -by -project basis. Funds
specifically budgeted and/or received for one project may not be used to support another project. Where a
Grantee's, or subrecipient's, accounting system cannot comply with this requirement, Grantee, or subrecipient,
shall establish a system to provide adequate fund accountability for each project it has been awarded.
i. If Department finds that these funds have been commingled, Department shall have the right to
demand a refund, either in whole or in part, of the funds provided to Grantee under this Agreement
for non-compliance with the material terms of this Agreement. The Grantee, upon such written
notification from Department shall refund, and shall forthwith pay to Department, the amount of
money demanded by Department. Interest on any refund shall be calculated based on the prevailing
rate used by the State Board of Administration. Interest shall be calculated from the date(s) the
original payment(s) are received from Department by Grantee to the date repayment is made by
Grantee to Department.
ii. In the event that the Grantee recovers costs, incurred under this Agreement and reimbursed by
Department, from another source(s), Grantee shall reimburse Department for all recovered funds
originally provided under this Agreement and interest shall be charged for those recovered costs as
calculated on from the date(s) the payment(s) are recovered by Grantee to the date repayment is
made to Department.
iii. Notwithstanding the requirements of this section, the above restrictions on commingling funds do
not apply to agreements where payments are made purely on a cost reimbursement basis.
28. Conflict of Interest.
The Grantee covenants that it presently has no interest and shall not acquire any interest which would conflict in any
manner or degree with the performance of services required.
29. Independent Contractor.
The Grantee is an independent contractor and is not an employee or agent of Department.
30. Subcontracting.
a. Unless otherwise specified in the Special Terms and Conditions, all services contracted for are to be performed
solely by Grantee.
b. The Department may, for cause, require the replacement of any Grantee employee, subcontractor, or agent. For
cause, includes, but is not limited to, technical or training qualifications, quality of work, change in security status,
or non-compliance with an applicable Department policy or other requirement.
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c. The Department may, for cause, deny access to Department's secure information or any facility by any Grantee
employee, subcontractor, or agent.
d. The Department's actions under paragraphs b. or c. shall not relieve Grantee of its obligation to perform all work
in compliance with the Agreement. The Grantee shall be responsible for the payment of all monies due under any
subcontract. The Department shall not be liable to any subcontractor for any expenses or liabilities incurred under
any subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred
under any subcontract.
e. The Department will not deny Grantee's employees, subcontractors, or agents access to meetings within the
Department's facilities, unless the basis of Department's denial is safety or security considerations.
f. The Department supports diversity in its procurement program and requests that all subcontracting opportunities
afforded by this Agreement embrace diversity enthusiastically. The award of subcontracts should reflect the full
diversity of the citizens of the State. A list of minority-owned firms that could be offered subcontracting
opportunities may be obtained by contacting the Office of Supplier Diversity at (850) 487-0915.
g. The Grantee shall not be liable for any excess costs for a failure to perform, if the failure to perform is caused by
the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both
Grantee and the subcontractor(s), and without the fault or negligence of either, unless the subcontracted products
or services were obtainable from other sources in sufficient time for Grantee to meet the required delivery
schedule.
31. Guarantee of Parent Company.
If Grantee is a subsidiary of another corporation or other business entity, Grantee asserts that its parent company will
guarantee all of the obligations of Grantee for purposes of fulfilling the obligations of Agreement. In the event Grantee
is sold during the period the Agreement is in effect, Grantee agrees that it will be a requirement of sale that the new
parent company guarantee all of the obligations of Grantee.
32. Survival.
The respective obligations of the parties, which by their nature would continue beyond the termination or expiration
of this Agreement, including without limitation, the obligations regarding confidentiality, proprietary interests, and
public records, shall survive termination, cancellation, or expiration of this Agreement.
33. Third Parties.
The Department shall not be deemed to assume any liability for the acts, failures to act or negligence of Grantee, its
agents, servants, and employees, nor shall Grantee disclaim its own negligence to Department or any third party. This
Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. If
Department consents to a subcontract, Grantee will specifically disclose that this Agreement does not create any third -
party rights. Further, no third parties shall rely upon any of the rights and obligations created under this Agreement.
34. Severability.
If a court of competent jurisdiction deems any term or condition herein void or unenforceable, the other provisions
are severable to that void provision, and shall remain in full force and effect.
35. Grantee's Employees, Subcontractors and Agents.
All Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained
technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of
technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under
Agreement must comply with all security and administrative requirements of Department and shall comply with all
controlling laws and regulations relevant to the services they are providing under the Agreement.
36. Assignment.
The Grantee shall not sell, assign, or transfer any of its rights, duties, or obligations under the Agreement, or under
any purchase order issued pursuant to the Agreement, without the prior written consent of Department. In the event
of any assignment, Grantee remains secondarily liable for performance of the Agreement, unless Department expressly
waives such secondary liability. The Department may assign the Agreement with prior written notice to Grantee of its
intent to do so.
37. Compensation Report.
If this Agreement is a sole -source, public-private agreement or if the Grantee, through this agreement with the State,
annually receive 50% or more of their budget from the State or from a combination of State and Federal funds, the
Grantee shall provide an annual report, including the most recent IRS Form 990, detailing the total compensation for
the entities' executive leadership teams. Total compensation shall include salary, bonuses, cashed -in leave, cash
equivalents, severance pay, retirement benefits, deferred compensation, real -property gifts, and any other payout.
The Grantee must also inform the Department of any changes in total executive compensation between the annual
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reports. All compensation reports must indicate what percent of compensation comes directly from the State or
Federal allocations to the Grantee.
38. Execution in Counterparts and Authority to Sign.
This Agreement, any amendments, and/or change orders related to the Agreement, may be executed in counterparts,
each of which shall be an original and all of which shall constitute the same instrument. In accordance with the
Electronic Signature Act of 1996, electronic signatures, including facsimile transmissions, may be used and shall have
the same force and effect as a written signature. Each person signing this Agreement warrants that he or she is duly
authorized to do so and to bind the respective party to the Agreement.
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ATTACHMENT 2
{00464443.1 306-9001821}
STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
Special Terms and Conditions
AGREEMENT NO.22RRE09
ATTACHMENT 2
These Special Terms and Conditions shall be read together with general terms outlined in the Standard Terms and
Conditions, Attachment 1. Where in conflict, these more specific terms shall apply.
1. Scope of Work.
The Project funded under this Agreement is the Coastal Resilience Partnership of Southeast Palm Beach County Vulnerability
Assessment Update. The Project is defined in more detail in Attachment 3, Grant Work Plan.
2. Duration.
a. Reimbursement Period. The reimbursement period for this Agreement is the same as the term of the Agreement.
b. Extensions. There are no extensions available for this Project.
c. Service Periods. Additional service periods are not authorized under this Agreement.
3. Payment Provisions.
a. Compensation. This is a cost reimbursement Agreement. The Grantee shall be compensated under this Agreement
as described in Attachment 3.
b. Invoi6M Invoicing will occur as indicated in Attachment 3.
c. Advance Pay. Advance Pay is not authorized under this Agreement.
4. Cost Eligible for Reimbursement or Matching Requirements.
Reimbursement for costs or availability for costs to meet matching requirements shall be limited to the following
budget categories, as defined in the Reference Guide for State Expenditures, as indicated:
Reimbursement Match Cateeory
❑ ❑ Salaries/Wages
Overhead/Indirect/General and Administrative Costs:
❑ ❑ a. Fringe Benefits, N/A.
❑ ❑ b. Indirect Costs, N/A.
® ❑ Contractual (Subcontractors)
❑ ❑ Travel, in accordance with Section 112, F.S.
❑ ❑ Equipment
❑ ❑ Rental/Lease of Equipment
❑ ❑ Miscellaneous/Other Expenses
❑ ❑ Land Acquisition
5. Equipment Purchase.
No Equipment purchases shall be funded under this Agreement.
6. Land Acquisition.
There will be no Land Acquisitions funded under this Agreement.
7. Match Requirements
There is no match required on the part of the Grantee under this Agreement.
8. Insurance Requirements
Required Coverage. At all times during the Agreement the Grantee, at its sole expense, shall maintain insurance
coverage of such types and with such terms and limits described below. The limits of coverage under each policy
maintained by the Grantee shall not be interpreted as limiting the Grantee's liability and obligations under the
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Agreement. All insurance policies shall be through insurers licensed and authorized to issue policies in Florida, or
alternatively, Grantee may provide coverage through a self-insurance program established and operating under the
laws of Florida. Additional insurance requirements for this Agreement may be required elsewhere in this Agreement,
however the minimum insurance requirements applicable to this Agreement are:
a. Commercial General Liability Insurance.
The Grantee shall provide adequate commercial general liability insurance coverage and hold such liability
insurance at all times during the Agreement. The Department, its employees, and officers shall be named as
an additional insured on any general liability policies. The minimum limits shall be $250,000 for each
occurrence and $500,000 policy aggregate.
b. Commercial Automobile Insurance.
If the Grantee's duties include the use of a commercial vehicle, the Grantee shall maintain automobile
liability, bodily injury, and property damage coverage. Insuring clauses for both bodily injury and property
damage shall provide coverage on an occurrence basis. The Department, its employees, and officers shall be
named as an additional insured on any automobile insurance policy. The minimum limits shall be as follows:
$200,000/300,000 Automobile Liability for Company-Owned Vehicles, if applicable
$200,000/300,000 Hired and Non-owned Automobile Liability Coverage
c. Workers' Compensation and Employer's Liability Coverage.
The Grantee shall provide workers' compensation, in accordance with Chapter 440, F.S. and employer
liability coverage with minimum limits of $100,000 per accident, $100,000 per person, and $500,000 policy
aggregate. Such policies shall cover all employees engaged in any work under the Grant.
d. Other Insurance. None.
9. Quality Assurance Requirements.
There are no special Quality Assurance requirements under this Agreement.
10. Retainage.
No retainage is required under this Agreement.
11. Subcontracting.
The Grantee may subcontract work under this Agreement without the prior written consent of the Department's
Grant Manager except for certain fixed-price subcontracts pursuant to this Agreement, which require prior approval.
The Grantee shall submit a copy of the executed subcontract to the Department prior to submitting any invoices for
subcontracted work. Regardless of any subcontract, the Grantee is ultimately responsible for all work to be
performed under this Agreement.
12. State-owned Land.
The work will not be performed on State-owned land.
13. Office of Policy and Budget Reporting.
There are no special Office of Policy and Budget reporting requirements for this Agreement.
14. Additional Terms.
Documentary Evidence Requirement for Subcontractor(s). If any work associated with this Agreement is completed
by a subcontractor(s), the Grantee shall require that such subcontractor(s) submit documentary evidence (e.g.,
workshop agendas; meeting recordings) to Grantee demonstrating that the subcontractor(s) has fully performed its
Project obligation(s). The Grantee shall forward copies of all such documentary evidence to the Department with the
Grantee's relevant deliverable(s), using the approved Project Timeline set forth in Attachment 3 to this Agreement
(Grant Work Plan).
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