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A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK Contract# IRL2024N-08 Encumbrance# GLO1-2309 AGENCY COST -SHARE AGREEMENT BY AND BETWEEN THE IRL COUNCIL AND INDIAN RIVER COUNTY FOR THE TRANSFORMATIONAL HABITAT RESTORATION AT BIG SLOUGH AND PREACHERS HOLE THIS AGREEMENT ("Agreement") is entered into between the IRL COUNCIL ("Council"), whose address is 1235 Main Street, Sebastian, Florida 32958, and MIAN RIVER COUNTY ("Recipient'), whose address is 1801 271 Street, Vero Beach, Florida 32960. All references to the parties hereto include the parties, their officers, employees, agents, successors, and assigns. The waters of the state of Florida are among its basic resources, and the Council has been authorized by the United States Environmental Protection Agency to be the local sponsor for the Indian River Lagoon National Estuary Program. Pursuant to the IRL Council Interlocal Agreement, the Council is responsible for managing the Indian River Lagoon National Estuary Program. The Council has determined that providing cost -share funding to Recipient for the purposes provided for herein will benefit the management of the water resources of the Indian River Lagoon. The parties have agreed to jointly fund the following project to benefit the water resources in accordance with the funding formula further described in the Statement of Work, Attachment A (hereafter "the Project"): Project description: The objective of this project is to restore 12.8 acres of seagrass at Big Slough and 10 acres of seagrass at Preachers Hole. In consideration of the above recitals, and the funding assistance described below, Recipient agrees to perform and complete the activities provided for in the Statement of Work, Attachment A. Recipient shall complete the Project in conformity with the contract documents and all attachments and other items incorporated by reference herein. This Agreement consists of all the following documents: (1) this Agreement; (2) Attachment A- Statement of Work; (3) Exhibit A - Department of Commerce (DOC) NOAA Notice of NOAA Award Cover Letter ("NOAA Notice of Award") and all DOC and NOAA Standard Terms and Conditions and Specific Award Conditions referenced therein and otherwise applicable to the Project, (4) Exhibit B — NOAA Performance Progress Report (5) 2 C.F.R. 200.327 and Appendix 11 (contract provisions); and (6) other attachments, if any. All such documents are hereby incorporated herein as if set forth in full. The parties hereby agree to the following terms and conditions. 1. TERM; WITHDRAWAL OF OFFER (a) The term of this Agreement is from the date upon which the last party has dated and executed the same ("Effective Date") until September 30, 2027 ("Completion Date"). Recipient shall not commence the Project until any required submittals are received and approved. Recipient shall commence performance on October 1, 2024 and shall complete performance in accordance with the time for completion stated in the Statement of Work. Time is of the essence for every aspect of this Agreement, including any time extensions. Notwithstanding specific mention that certain provisions survive termination or expiration of this Agreement, all provisions of this Agreement that by their nature extend beyond the Page 1