CITY OF MONTICELLO, FLORIDA  MEETING AGENDA August 1, 2023 7:00 p.m.  LOCATION OF MEETING: Jefferson County Courthouse Annex 435 W. Walnut Street Monticello, FL: 32344  1. 2. 3. 4. 5. 6.  Call to Order by Mayor Gloria Cox (Please turn off or mute noise-making  devices) Invocation Pledge of Allegiance  Swearing In of Group 5 City Council Member Katrina Richardson by  Honorable County Judge Robert Plaines  Public Comment CONSENT AGENDA:  *Approval of Council Minutes of. July 11,2023 *Approval ofTravel Expenses for Council Member Richardson's Attendance at Elected Municipal Officers Class *Approval of Holy Ghost Revival Center March for. Jesus on August 12, 2023 (no street closures necessary) Florida Job Growth Infrastructure Grant Agreement- t PUBLIC HEARING/COUNCIL ACTION: 101 N. Cherry Street - Building Signage  7. 8.  Interim City Attorney Mitchell Herring Report/Council Discussion and Action APPLICATION FOR CERTIFICATE OF APPROPRIATENESS- Clayton Tolbert in re: Police Department and Proposed Budget  9.  10. Jason Brookins in re: Update on City Flag Proposal    11. Approval of Engineering Services Agreement with Mittauer and. Associates 12. Budget Discussions Determination of] Proposed Ad Valorem Rate and Date of  for WWTP Operating Permit Renewal Tentative Budget Hearing  13. Old Business 14. New Business  15. Reports from Committees and Departments *Fred Mosley, Police Chief *Seth Lawless, City Manager *Emily Anderson, City Clerk *Mitchell Herring, Interim City Attorney  16. Council Member Reports 17. Upcoming Metings/Workshops *Other Workshops/Meetings  *Scheduling Meeting for Review ofCity Attorney RFQ Responses  18. Adjournment  Minutes oft the City Council meetings may be obtained from the City Clerk's Office or online at wwwivohmontielo.us Ther minutes are recorded, but are not transcribed verbatim, Persons requiring a verbatim transcript may make arrangements witht the City Clerk to duplicate the recordings, or arrange tol haveac court reporter present at the meeting. The cost of duplication and/or court reporter willb be! borne byt thei requesting party. Persons who wish to appeal any decision made byt the City Council with respect to any matter considered: att this meeting will need ar record oft thej proceedings, andi for such purpose may need to ensure that a verbatim record ofthe proceedings is made, which recordi includes the testimony and evidence upon which the appeal is based. In accordance with Section 286.26, Florida Statutes, persons with disabilities needing special accommodations to participate int this meeting should contact thel Mayor through the City Clerk'soffice no later than 5:001 P.M. ont the day  prior to the meeting.  PROTOCOLFOR ADDRESSING THE COUNCIL  (Resolution 2020-07)  Members ofthe public shail be given ai reasonable opportunity tot bel heardo on each agenda item, and other matters coming A. Anc official act that must bet taken to deal with an emergency situation affecting the public health, welfare, ors safety, ifcompliance with the requirements would cause an unreasonable delay int the ability ofthe B. An official acti involving no more than a ministerial act, including, but not limited to, approval of  before the City Council, except as provided for below. This right does not apply to:  Council to act;  Minutes and ceremonial proclamations;  C. A meeting thati is exempt from Sec. 286.011, Florida Statutes; or D. A meeting during which the Council is actingi in a quasi-judicial capacity.    REQUESTS TOA ADDRESS THE CITY COUNCIL  Any person or group desiring tol be placed on the agenda, anyi individual desiring to make a comment at a City Council meeting on an agenda item or other matter coming before the City council, and: anyi individual who wishes to address A. Placement on the Agenda. Any person or group desiring tol be placed on the agenda for a City Council meeting shall deliver a written request to the City Clerk by 4:00 p.m. at least eight (8) days prior to the 3.1 the information tol be! presented. Ifwritten material ist tol be passed out att the meeting, ac copy 4. ane estimate oft the time necessary for such presentation and discussion and discussion. and 5. Thes specific action which the individual or group wants the Council tot take action on. B. Agenda Item. Any individual desiring tol be heard on an agenda item may dos so at thei timet the C. Public Comment on Non-Agenda Item. Any interested person may, upon signing the signup sheet in the room prior tot the commencement of any City Council meeting, address the Council during the Public Comment portion oft the meeting on any matter whichi ist not ont the agenda. The Council will notl be  the Council on any other matter may dos SO.  meeting. The request shall include: 1. ther name and address oft the person making the request; 2. the organization or group, ifany represented; ofsuchr material shall accompany the request;  action thereon;  Council addresses that matter.  obligated to act On any matter whichi is not on the agenda.  ADDRESSING THE COUNCIL  Each person addressing the council shall givel his/her name and address in an audiblet tone of voice for the record. Each speaker shall limit his/her address tot three (3) minutes, with the presiding officer having the right to extendt the time for one (I)r minute. Additional time may be granted by majority vote oft the Council. As speaker may not give. up all or any portion ofhis or her time in ordert to allow another speaker to exceed three (3) minutes. Iffour (4) ori more: individuals ofag group or faction wisht tol bel heard on a matter before the Council, ai representative may address the Council rather than all oft the members. Ins suchi instances, the representative shall limit their address to All remarks shall be addressed tot the Council as a body, andi not to any member thereof. No remarks shall be directed Noj person, othert than members of the Council, and the person having thei floor shall be permitted to enteri into any discussion, either directly or through the members ofthe Council. When requested by any member of the City Council, the City Clerk-Treasurer, City Manager, City Police Chief, City Attorney, as well as staffi members may enteri into any No questions shall be asked oft the members oft the City Council, except through the presiding officer. The City Clerk-Treasurer, City Manager, City Police Chief andi the City Attorney may as the presiding officer for  ten (10) minutes.  to any otheri individual City official or employee.  discussion.  permission tos speak at any time.  DECORUM  All participants, speakers and any other persons present at a meeting shall refrain from belittling anyone or making insulting remarks or personal attacks on anyi individual present or absent. Any person disrupting: a1 meeting by making personal, impertinent ors slanderous remarks, or whoi interrupts aj person speaking, or becomes boisterous or uses profanity or other offensive language while addressing the Council, may be requested tol leavet the meeting andi may be forthwith barred by the presiding officer from returning to the meeting. Any person who refuses tol leavet the meeting after being requested to do so byt the presiding officer, shall be removed from thei meeting by law enforcement. Any personal charges tol be made against ani individual council member or city employee shall bei in affidavit form. If any information ist tol be presented that isi int the form ofas statement or charges that might be considered derogatory or ofas serious nature, suchs shall be presented in writing ands shall specifically state the charges int the form of an affidavit, with copies sufficienti ini number sot that one copy may, andi its shall, be sent at once to each such member or employee. Neither this rule nor any other shallj preclude ther right ofany citizen to address the Council; however, the Council will  not be obligated to act on any proposal not ont the agenda.    The City Council of the City ofMonticello, Florida, met in regular session at the  Monticello City Hall on. July 11, 2023 at 7:00 p.m. The following members were present:  Gloria Cox Julie Conley John Jones George Evans Others present were: Seth Lawless, City Manager Fred Mosley, Police Chief Emily Anderson, City Clerk Mitchell Herring, Interim City Attorney  Mayor Gloria Cox called the meeting to order. Council Member John Jones led the  invocation.  Mayor Cox led the Pledge of Allegiance. PUBLIC COMMENT  County Commissioner Austin Hosford and county residents Jennifer Tyler, James Allen, Larry Pijut, Bill Velinsky and Charles Moore expressed opposition to a proposed Lloyd sewer project and asked the City to not pursue the project. City Manager Lawless reported that he has received word that an amended agreement willl be forthcoming, and the State has asked that the Council take action at their. August meeting.  CONSENT AGENDA  *Approval of Council Minutes of June 6, 2023 approve the Consent Agenda items.  *Resolution 2023 - 07 Amending the 22-23 Budget After Audit  On motion ofJulie Conley, seconded by John Jones, the Council voted unanimously to JASON BROOKINS IN RE: SUGGESTION OF OFFICIAL CITY FLAG The Council told Mr. Brookins they would consider his suggestions for a city flag. ROGER CHAMPION OF THE MONTICELLO-JEFFERSON COUNTY CHAMBER OF COMMERCE- REQUEST FOR CONTRIBUTION Mr. Champion asked that the Council consider a contribution to the Chamber. Council Member Conley suggested that as the budget is finalized, consideration be given to  providing for some contribution.    NOMINATION TO FILL VACANCY OF CITY COUNCIL MEMBER GROUP 5 - MAYOR GLORIA COX/COUNCIL ACTION Mayor Cox noted that Katrina Richardson has been elected to fill the Group 5 seat. Council Member Julie Conley made amotion to appoint Katrina Richardson to fill the vacant Group 5 Council seat. Council Member George Evans seconded the motion. After discussion, the Council voted RECOMMENDATION FOR ELIMINATION OF BUSINESS TAXI PROGRAM- CITY CLERK Clerk Anderson asked the Council to consider elimination of the business tax program, noting the net revenue from the tax is approximately $4,000, but thej program has no regulatory purpose and the local business participation is very low. On motion of Council Member John Jones, seconded by Council Member Julie Conley, the Council voted unanimously to eliminate the business tax program.  unanimously to approve the appointment.  OLD BUSINESS  *CONTINUED FROM JUNE MEETING - REQUEST FOR DECLARATIONS OF SURPLUS PROPERTY City Manager Lawless noted the city has no use: for the garbage truck, and he would like permission to surplus the vehicle. On motion of Council Member. Julie Conley, seconded by Council Member John Jones, the Council voted unanimously to surplus the garbage truck. Council Member Evans requested that *POLICE CAR STORAGE PROPOSALS The old police cars will be stored at a lot at the city barn. ChiefMosley noted that a gravel base will be needed for the storage area. MEMORANDUM OF UNDERSTANDING REGARDNG DISASTER DEBRIS MANAGEMENT SITE On motion of Council Member George Evans, seconded by Council Member Julie Conley, the Council unanimously approved the Memorandum of *REVIEW OF RFQ FOR LEGAL SERVICES City Manager Lawless noted the RFQ will be published and responses will be due by August 10th. Council Member Conley noted that the RFQ specifically requires city experience. Once applications are received, *REQUEST BY COUNCIL MEMBERS FOR' TRAVEL APPROVALI FOR ATTENDANCE ATI FLORIDA LEAGUE OF CITIES ANNUAL CONFERENCE Council Member Conley asked that the travel expense forms be filled out.  old garbage containers be picked up ifthey are on the right-of-way.  NEW BUSINESS  Understanding with the County.  there will be a determination of the process for review.    DESIGNATION OF VOTING DELEGATE FOR' THE FLORIDA LEAGUE OF CITIES ANNUAL CONFERENCE On motion of Council Member George Evans, seconded by Council Member Jones, the Council voted unanimously to designate the Mayor as the voting delegate at the Florida League of Cities conference. BUDGET REVIEW City Manager Lawless reviewed the budget changes, noting the current deficit and some suggestions for changes, including moving some: money from reserves. Council Member Conley suggested the lobbyist position amount budgeted could be reduced, but noted there is an unknown factor of solid waste fees. REPORTS FROM COMMITTEES AND DEPARTMENTS FEMA training for storm reimbursement requests. Firefighters Pension Board after many years of service.  *City Manager Seth Lawless noted that he and the Public Works Director will attend a *City Clerk Emily Anderson reported that Merry Ann Frisby has resigned from the  COUNCIL MEMBER REPORTS  *Council Member George Evans noted misinformation regarding the Lloyd sewer project by the public and the: misunderstanding that the city originally initiated the Council Member John Jones noted ai message he received from Congressman Dunn regarding a grant award. He also noted a large pile of dirt which needs removing. *Mayor Gloria Cox noted continued efforts on community revitalization. *Council Member Julie Conley noted that there are bags of garbage on. North Cherry Street. City Manager Lawless also reported that there may be a switch to smaller cans  project.  for some service addresses.  With no further business, the meeting was adjourned.  Respectfully submitted,  Emily Anderson City Clerk/Treasurer  Mayor    REQUEST FOR APPROVALOF TRAVEL EXPENSES  REQUESTOR: Kamhina Rithardson  EVENT  Elected Wunicipal Dfficers Class  DEPARTURE DATE. AND  Detober  12pm 8AM  TIME:  3,  RETURN DATE AND' TIME: Debbber 8,  EXPENSES:  Conference Registration  $ 300  toyas  3Nights Hotel @s/59night $ 465 phus  Meals: b breakfasts $6ea. 2lunches $11 ea. - dinners $19ea Parking3 days @ 15 /day  $18 $22 $57 s45 # $/136.62  Mileage 57omiles @ $.445/mi s229.62  TOTAL    CITY - OF MONTICELLO  APPLICATION FOR PARADE OR PROCESSION Must be reviewed by City Manager, City Police Chiefand approved by City Council **Application must be submitted no later than 60 days prior to parade  (Revised. 3/2/2010)  for parades onj federal highways  Dugueb 12,2023 Date ofP Parade/Prggession, Name of RegustorRepresmtative PAS/OR Title,of! BuvygrRepryepatiye Namé of Organization IOPOAm Start Time of Parade/Procession the residents and/or Mlinag  March gan Parade/Procession Name  feguco  BeglnaldBeme MREWaglagha Hwy (RS0)445-9400  Address  Phone  896706Lbyl Address  Holgsnost Reuiva/ Cenle Lyd,fl.3237 (8504 445- 94/6  Phone  10i40Am End Time of] Parade/Procession  Give al brief description of the parade/procession and explain how this event will benefit  quality oflife in the City ofMonticello:  2 to Chrlt  Anticipated Number of] Entrants: 1-2 25 26-50  51- -1 100 Over100  Route of) Parade or,Procession (including starting  and ending point):  SlartQuhowse Aarkiny Lot Pume Bas! #wy90 Hovn Righf on Martin Luther King A7  Are road closures requested for parade? Yes Ifroad closure is desired, list specific road sections:  No  A map or sketch of the parade route must be attached to the application. (City staffwill NOTE: Just a march on +he gidewalk. Wo road  provide assistance inj producing the map) Closures needed.    FEES CHARGED  Maintenance and police charges are charged as follows: *For parades requiring closure of federal highways-no longer than 14 Whours: *For parades Involving Only Closure ofLocal *For parades involving closure offederal highways in excess of1 % hours:  $ 400.00 $ 100.00 To be Set by City Council  Streets:  By signing this Application, the sponsoring organization agrees to: RB Conduct the event in an orderly manner;  (Please Initial). Police Department;  pB To obey all laws ofthe City ofMonticello and lawful orders oft the Monticello RB Distribute copies oft the accompanying City ofMonticello Parade/Procession Liability Disclaimer: The City of! Monticello does not provide liability insurance for the protection of participants, spectators, mérchants, or others who participate inj permitted parade/processional events. In consideration oft being permitted to conduct such açtivities, the sponsoring organization, by filing aj permit application, doès hereby release and forever hold harmless and discharge the City ofMonticello, its Officers, Officials, Employees, and agents, jointly and severally, from any and all damages arising out ofany loss ori injury resulting from the march For Loowo 2623  Regulations to all parade/procession entrants.  (name/year of event) and for any and a1 losses or injury toj persons  attending this event.  By signing this application, I certify the following: *II have read and undèrstand the foregoing liability disclaimer;  *I certify that the event will be open to all citizens, and that individuals will not be barred from participation due to race, creed, color, national origin, sex, age, or physical  impairment.  Regimald bemmétt Authorized Signature of ReqpesorRepresemtative (must be 21 years of age or older anda an officially designated spokesperson fort thes sponsoring Pastiv 7-6-23  Organization), Title Date    For City Use:  Date Application Received: Received By: Fees Paid  7h7/23  aja  Ck. No./Rec. No.  Tol Be Completed by CityStaff: Police Department: Application Approved Denied: Comments: Public Works: Comments: City. Council:  Date:  Signature  Application Approved Denied:  Date:  Signature  Application Approved Denied: Date:    TAMPA 2502F Rocky Point Drive Suite 1060 Tampa, Florida3 33607 (813)281-2222Tel (813)281-0129Fax PLANTATION 8201 Suille.1 Peters 1000 Road Plantation, Florida. 33324 954)315-0268Tel  Nabors Giblin  TALLAHASSEE 1500 Mahan Drive Suite 200 Tallahassee, Florida 32308 (850) 224-4070TeF (850)224-4073Fax  &  Nickerson- ATTORNEYS AT LAW  July 17, 2023 Via Electronic Mail  Mitchell Herring mnerng@snfenlaw.com Sniffen & Spellman, PA 123 North Monroe Street Talahassee, FL 32301  Re: City of Monticello  Dear Mr. Herring:  This firm represents Jefferson County as county attorney, and I am writing to you iny your capacity as the interim City Attorney for the City of Monticello to convey the Jefferson County Board of County Commissioners' ("BoCC") current position with regard, to the City's alleged plans for providing a wastewater package treatment plant to serve properties in the vicinity of the I-10/SR 59 intersection near Lloyd (the "Lloyd Area"), as set forth in the attached "draft" Florida Job Growth Infrastructure Grant Agréement. If there is a final or most recent copy of this agreement, I would kindly  request a copy of those public records.  Please see the attached Resolution No. 2023-01, which was adopted by the BoCC on January 5, 2023. In this resolution, the BoCC expressed its opposition to the City's current efforts to bring sewer services to the Lloyd Area at this time and repealed the Board's prior resolution in support of these efforts. Most recently, at its July 6, 2023, BoCC méeting, the BoCC reaffirmed its opposition to the City's efforts with regard to the provision of sewer services by building a package treatment plant in the Lloyd Area. In addition to. the above request for a copy of the City's proposed grant agreement, I also request copies of the City's resolution or ordinance and relevant supporting documentation where the City extended its utility. service area outside its municipal limits in accordance with Chapter 180, Florida Statutes. I would also be interested in the City's justification for being able to serve more than five miles outside its municipal limits, which appears to be precluded by Section 180.02, Florida Statues.    Mitchell Herring July 17, 2023 Page 2  Ifyoux would like to discuss this issue in more: detail, please feel free to call me at  the above Tallahassee number  Heather. J. Encinosa.  A  Enclosures  Cc: Shannon Metty, Jefferson County Manager    RESOLUTION NO. 0003-01  A RESOLUTION OF THE JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS, REPEALING RESOLUTION NO. 2021-081921-01 IN SUPPORT OF THE FLORIDA JOB GROWTH GRANT FUND APPLICATION BY THE CITY OF MONTICELLO FOR THE I-10/SR-59 INFRASTRUCTURE MPROVEMENTS; PROVIDING FOR NOTICE; AND WHEREAS, on or about August 19, 2021, thé Jefferson County Board of County Commissioners approved Resolution No. 2021-081921-01 in support of the City of Monticello's application to the Department of Economic Opportunity for the 2021-2022 Florida Job Growth Grant Fund - Public Infrastructure (the "Grant") to fund the construction ofa a lift station at the 1-19/SR-59 interchange and a force main to connect to  PROVIDING AN EFFECTIVE DATE.  the City of Monticello's wastewater treatment plant; and  WHEREAS, subsequent to the approval of Resolution No. 2021-081921-01 the County's engineer determined that the economical provision of central wastewater services to this area under current conditions is impractical or infeasible; and  WHEREAS, the Jefferson County Board of County Commissioners determines  this project is no longer in the best interest of the citizens of Jefferson County.  NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY  COMMISSIONERS OF JEFFERSON COUNTY, FLORIDA, that:  SECTION 1. RECITALS, The above recitals are true and correct and are hereby  incorporated herein by reference.  SECTION 2. REPEAL OF RESOLUTION NO. 2021-081921-01.  (A) Jefferson County Board of County Commissioners Resolution No. 2021-  081921-01 and the County's support for the Grant are hereby repealed.  1    (B) The County Manager is hereby directed to provide an executed copy of this Resolution to the City of Monticello and the Florida Department of Economic Opportunity. SECTION 3. EFFECTIVE DATE. This Resolution shall become effective upon its  adoption.  PASSED AND DULY ADOPTED at the meeting of the Board of County Commissioners of Jefferson County, Florida on the 5Hh day of TAMfARV_,2023.  BOARD OF GOUNTY COMMISSIONERS OF JEFFERSON COUNTY, FLORIDA A  Chris' Tuten, Chair  ATTEST:  Clerk of the Circuit Court Ln APPROVED: AST TO FORM: Heather. J. Encinosa, Esq. CEE  2    Commerce. Agreement No.: G0092  FLORIDA, JOB GROWTH: INFRASTRUCTURE GRANT AGREEMENT  STATE OFI FLORIDA DEPARTMENT OF COMMERCE  THIS FLORIDA, JOB GROWTH: INFRASTRUCTURE GRANT AGREEMENT (this" "Agreement") is made and enteredi intol by and! betveen the State of Florida, Department of Commerce "Commerce"), and City of Monticello ("Grantee"). Commerce and Grantee are sometimes referred tol herein individually asa  "Party" and collectively as "thel Parties."  RECITALS  WHEREAS, Pursuant tos section 288.1 101, Florida Statutes ("ES") Grantee submitted aj proposal for WHEREAS, based on Grantee's submitted proposiapdany: amerdents thereto (collectively, the "Proposal"), Commercel has determined that the projecto dgembednExhibit A, Scope of Work, attached: and incorporated: in this Agreement (the" "Project")i isn necessaryt tof facilitate thec conomiedeelopment: and growth WHEREAS, Commerce has determined that Grintee's commitments satisfythe requirements necessary tor recommendi thep proposedproject describedint thel Proposal tot the Governor oft thes State of Florida for an award from thel Florida) Job Growth Giant Fund (the" GrantFund")1 pursuantt tos Section: 288.101,F.S.; WHEREAS, Commerce is authorized, to entér.into this Agreementpursuant to section 288.101, F.S.. Grantee has authorized its officers to exéçute this greement on Grantee's behalf! by Resolution or, alternatively, by other Commtrcapproved form-gfofficialy authorization, a copy of which is attached as  funds; oft the State;  Exhibit Ea and madea apartof thisA Agreçment; a WHEREAS, thef this Agreement: - Exhibit A: Scppe Exhibit B: AuditRequirements o Exhibit1 to.Exhibit BFunding Resources ExhibitC: Audit Compliance Certification Exhibit D: Grantee's Resolution  are attachedhereto and incorporated herein as ant integral part of  1  -  Exhibit Notice of Completion and Engineer's Certification ofCompliance Exhibit FState and Federal Statutes, Regulations, and Policies; WHEREAS, this Agreement: andi its Exhibits arel hercinafter collectively: referred to: ast the" Agreement"; andi if anyi inconsistencies Q-conflict' bétween the language oft this Agreement and its Exhibits arise, then the language oft thel Exhibits shall control, but only tot thes extent oft the conflicto ori inconsistency; NOW,THEREPORE, for andi inc consideration oft thea agreements, covenants and obligations seti forth hercin and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, thel Parties, intendingt tol bel legally bound! hereby, agree as follows: 1. TERM. This Agreement is effective as of the date on which Commerce executes this Agreement (such date, the" "Effective! Date") ands shall continue until the earliert to occur of (a)) December 31, 2036 (such date, the "Expiration Date") unless àn extension oft the time period is requested by Grantec and grantedi in  AGREEMENT  Page 1of38    Commerce. Agreement No.: G0092  writing by Commerce prior to the expiration oft this Agreement or (b) the date on which this. Agreementi is terminated pursuant to Section 27. Notwithstanding the foregoing, the provisions of Sections 2,7-11,15,16, 19, 26-31, 37, and Sections 5 and 11 of] Exhibit. A, Scope of Work shall survive thet termination or expiration oft this Agreement; provided, however,t that ther record-keeping: and: audit- related obligations set forthi in Section 11 shall terminatei in accordance with the requirements of Section 11. Expiration oft this Agreement willl be considered termination oft thel Project. Notwithstanding the foregoing, in thee event that Grantee fullys satisfies its obligations set forthi in! Exhibit A, Scope of Work, as determined' by Commerce ini its reasonable discretion, prior to the date set forth in the preceding sentence, then the "Expiration Date" shall be the date of such 2. PERFORMANCE REQUIREMENTS: Grantee shall perform the services specified herein in accordance with the terms and conditions oft this Agreement and alls attachments and exhibits attached hereto 3. TYPE.OF AGREEMENT: This Agreementi isa ac costi reimbursement: agreement. 4. RELEASE OF FUNDS: Commerce shall pay Gmnteeup to ($4,210,000.00). Four Million Two Hundred Ten Thousand. Dollars and Zero Centsi in consideration for Gmante-sperformance and services pursuant to this Agreement. In accordance with s. 287.0582, F.S, the State ofPorida and Commerce's performance and obligation to1 pay under this Agreementi is contingênt upon an anniappropriation by the Legislature. Commercel hasf final: authority as tol both the ayajlability gffunds and what constitates an' "annual appropriation" of funds. Thel lack of appropriation or avalabilitysof funds shall not constitute a default by Commerce. Grantees shall not use funds Provided pursuant tos 288.101,F.S, for thee exclusivel benefit ofa any. single company, corporation, or business entit Commerce. has finnl authority as to what may constitute an "exclusivel benefit ofa any single company, corporatign, orb business entiry under this Agreement. Use off funds provided pursuant tos s. 288.101,F F.S., for che exclusivebunefit ofa any singlèg company, corporation, orl business entity is strictly prohibited, and Commerce: may, ini its dlediscretion, termjnate this Agreement and demand immediate: repayment ofall fundsplus reasonablei intèrest thereonifc Commerce determines that Gmantee used funds provided pursuant to'this Agréement for the éxclusive benefiof any single company, corporation, or business entity. Grariteeis/iable for alcosts in excess of che amount paid! by Commerce. a. Grintee shall proyde Commerçe's Agreement Manager invoices in accordance with the requirementss of hes State of Florida Reference Guide for State Expenditures latps/Lanaumylaridatom/doe-ifaseminpandauaditine-ilomis/ate mdssfamegaidktoatfonticiminitene and with detail sufficient for a proper pre-audit and post audit theredf.Invoices must alsocamply withthe following: ) Invoices rust be dégible and must clearly reflect the goods/services that were provided in accordnce with thic teins of this Agreement fort thei invoice period. Payment does not become due under this Agreement until Commerce accepts and approves thei invoiced deliverable(s) and any required 2) Invoices must contain Grantee's name, address, federal employer identification number or other applicable Grantee adentification: number, this Agreement number, thei invoice number, and the inivoice period. Commerce or the State may require any additional information from Grantee that Commerce ort the State deems necessary top process ani invoice in their sole and absolute discretion. 3) Invoices must be submitted in accordance with the time requirements specified in b. At Commerce's or the State's option, Grantee may be required to invoice electronically pursuant tog guidelines oft thel Department of Management Services. Current guidelines require that Grantee supply electronic invoices inl lieu of paper-based invoices fort those transactions processed through the system. Electronici invoicess shalll bes submitted to Commerce's/ Agreement Managert throught the Ariba Supplier Network (ASN) in one oft the following mechanisms- - EDI 810, CXML, or web-based: invoice entry within the ASN. C. Payment shalll ber madei ina accordancey withs s. 215.422, F.S., governing timel limits for payment ofinvoices. The SCOPEOF WORK mays specify conditions for retainage. Invoices retumed toa Grantee due  determination. and incorporated. hérein.  5. PAYMENTS TO GRANTEE  report(s).  Exhibit A, SCOPEOFV WORK.  Page 2of38    Commerce. Agreement No.: G0092  to preparation errors will result in a delay of! payment. Commerce is responsible for all payments under this d. Section! 55.03(1), F.S., identifies thc process applicable to the determination of the rate of interest payable onj judgments and decrees, and pursuant tos. 215.422(3)(b), F.S., this same process appliest to thec determination oft ther rate ofinteresta applicablet tol late payments to vendors forg goodsa ands servicesp purchased byt the State andf for contracts which doi nots specifya arate ofir interest. Thea applicabler rate ofi interesti isp published at: hpalmplwsliciaamisimsaadmmtihngatais within the Department of Financial Services, advocates for vendors who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted: at (850) 413- 5516 orl by calling the Chief Financial Officer's Hotline, (800): 342-2762. 6. REQUIREMENIS OF SECTION: 287.058(1)(A) THROUGH (1), PLORIDA STATUTES: a. Grantèe shall submit bills for fees or other compersanon. for services or expenses in detail sufficient for proper pre-audit and post-audit thereof. C. Commerce: shall have the right to unilatgrally cancêl this Agreement for Grantee's refusal to allow public access to all documents, papers, letters of other materials made Orreçeived by Grantee in conjunction with this Agreement, unless the recogdsre exempt from S. 24(a) ofArticle Iof the State d. Grantee shall perform all tasks contained! in-Exhibt'A, SCOPE OF WORK, attached hereto e. Commerce: shall not pay Grantee until Commercet) determines satisfactory completion of each Deliverable described in the SCOPE OF WORK in accordancevith the *Minimum Level of Service" and: (2) gives Grantee written notice ofs same. f. Grantee shall comply with: allo criteria smtedn.Exhibit A,SCOPE OF WORK, and final date by whichs such criteria must] bemer for completionfthis/ Agrecment. g. This Agreement maypot! be renewel, h. IfGrarieefails toj perform in accordance with tbis Agreement, Commerce shall apply the financial consequences specihed inl Exhbit A, SCOPE OE WORK, oft this Agreement. . Unless otherinapagroeilupont ina a: separatè.yiting, Grantee shall own alli intellectual property rights presistingthesating: date Oflis Agreement, andt the State ofl Floridat through Commerce: shall own: all intelectal.propery" ngtss Grantee OB GranteesAgenf or contractor created or otherwise developed in performance of this Agreement after the starting date of this Agreement; provided, further, that proceeds derivedfrom thes sale, licensing, marketing OD other authorization related to: any such state- owned intellectual 7. REPRESENTATIONS AND WARRANTIES. Grantee hereby makes the following representations and warranties to Commerce, each of which shall be deemed tol beas separate representation and warranty, allo lofwhichy haveb beenmadef fort thep purposed ofinducing Commercet toe enter intot this Agreement, and ini reliance on which Commercel has entered into this Agreement, as oft thel Effective Date, the dates on which Grantees submits cachrequestf forr reimbursement" under this Agreement, and thec dates onv which Grantee a. Grantee has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation oft the transactions contemplated herebyl have been duly authorized! by all: necessary actions on the part of Grantee. After Grantee's execution and delivery and upon Commerce's execution and delivery of this Agreement, this Agreement constitutes thel legal, valid, and binding obligation of Grantee, enforceable against Grantee in accordance with its terms (subject. to applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws affecting the rights of creditors generally and the availability of equitable b. Grantee's execution and delivery of this Agreement and Grantee's performance of the transactions contemplated hereby dor not: @) conflict with or result in al breach of any provision of Grantee's  Agreement.  Ifa authorized: and: approved, Grantee: mayl beg provided an advance as part of this Agreement. VENDOR OMBUDSMAN: In: accordance withs s. 215.422(5), F.S,aV Vendor Ombudsman,  b. Travel expenses are nota authorized under this-Agréement.  Constitution ands S. 119.07(1), F.S. andi incorporated! herein.    property rightshall bel handledi indier mannery specified by applicable state statute.  receives any reimbursement  remedies).  Page 3of38    Commerce. Agreement. No.: G0092  charter or similar constitutive document, (i): resulti in violation orb breach ofc or constitutes a default (or an event which, with or without notice or lapse oft time or both, would constitute a default) under, or result in the termination, modification, cancellation or acceleration under the terms, conditions, or provisions of any of Grantee's indentures, material agreements or other material instruments; or (i) violate any applicable law or regulation. Grantee has not been convicted ofa "public entity crime" (as such term is defined in Section 287.133oft the Florida Statutes) norl has Grantee been placed ont the discriminatory vendor list" (as such term isd definedi in Section: 287.134 oft the Florida Statutes). None of Grantee's elected or appointed officers, agents, employees, or other persons acting oni its! behalf! hast taken: any acti inf furtherance ofa an offer, payment, promise to pay, authorization, or ratification oft the payment, directly or indirectly, of any gift, money or anything of valuet toag government official ort toc obtain or retain! business from any! person ore entity iny violation ofa applicable C. Noevent, change or condition has occurred that! has had, ofvouldr reasonably! be expected to have, amaterial adverse effect ont the financial condition of Grantee ort the Project, ine each case, since the date oft thel Proposal. Nol litigation, investigation, claim, criminal prosecutioncivili inveitigativedemand, imposition of criminal or civil fines and penalties, or any other proceeding of gr before any arbitrator or governmental authority is pending or, to thel knowledge of Grantee, threatenèdby or against Grantee or against any ofits properties or assets, which,i individually orint the: aggregate, could, reasonably bexespected tor resulti ina at material and adverse effect on the financial condition of Grantee the Project, or Grantee's ability to perform its obligations under this Agreement. No state or federal criminal investigation, Caihinal prosecution, civil investigative demand, imposition ofo criminal or civil finesand penalties, or any other proceeding, oft the Office oft the Attorney General oft the State of Florida, any StateAttorey! ipthe State of Floridtbe-United: States Department of] Justice, ora any other! prosecutorial orl lawe enforemepfauthoniyi isp pendingg oiytot thel knowledge d. Commerce: shalll bec deemedtohave: relied upont theexpress representations and warranties set forth herein notwithstanding any knowledge onthe part of Commerce of any untruth of any such representation or warranty of Grantee expressly setforth in this Agrsement, regardless of whether such knowledge was obtained through Commerce's otn inyestigation or othervie, and regardless of whether such knowledge was obtained! beforeorafter the executiop-and deliveryaf this Agreement. Noinformation, report, financial statement, exhibitor schedile furnished by, Grantee to Gommerce or Enterprise Florida, Inc, in connection with the negottion of thsAgrcement (including, without limitation, the Proposal) or delivered pursuant tot this Agreement Mlien takentogether, contained or contains any material misstatement off fact or omitted or omits tos state any: matèrial act'geçessary tor make the statements contained herein ort therein, int the oft this. Agreement, regardless ofand withouteference to whether any applicable conflicts ofl laws principles may point to théapplication ofthel lavs ofa anotherj jurisdiction withoutl limitingt thet provisions ofthel DISPUTE RESOLWTION'Sgion oft this Agreement, thee exclusivep personal jurisdiction and venuet tor resolvea any and: all disputes between them, including, witiout limitation, any disputes arising out of or relatingt to this Agreement shalll bei in thes state couris oft the State ofl Floridai in the County ofI Leon. Thel Parties expressly consent tot the exclusive personal jurisdicton, and venue in any state court located in Leon County, Florida, and waive any defense off forum non convehiens, lack of personal jurisdiction, orl like defense, and further agree that any and all disputes between them shall bes solcly in the State of Florida. Should any term of this Agreement conflict with any applicable lav, rule, or regulation, the applicable law, rule, or regulation shall control over the provisions oft this Agreement. IN ANYLEGALORI EQUITABLEACTION: BETWEENTHEI PARTIES, THE PARTIES HEREBY EXPRESSLY WAIVE TRIAL BY JURY TO THE FULLEST EXTENT b. Ifapplicable, Grantee isi in compliance with the rules for e-procurement as directed by rule 60A-1.033, F.A.C., and that it will maintain eligibility for this Agreement through the Grantee shall not expend any funds provided under this Agreement for the purpose of lobbying thel Legislature, the judicial branch, or any state agency. Commerce shall ensure compliance with s. 11.062, F.S., ands 5. 216.347, F.S. Grantee shall not, in connection with chis or any other agreement with the  law.  ofGrantee, threatened! by or against Grantee or any ofi its electedafficials.  light oft the circumstances under whicht theyiveremade, nor misleading. 8. TAWSAPPLICABRTO: TRISAGREEMENT:  Thel laws of theState of Flonda shallg govern thec construction, enforcement: andi interpretation  PERMITTEDI BYLAW. MylocdaMatepate.om system.  Page 40 of38    Commerce. Agreement No.: G0092  State, dircctly orindirectly: (1) offer, confer, ora agreet to confera any pecuniary! benefit on: anyone as consideration for any State officer or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation ofal known legal duty; or (2) offer, give, or agree to givet to: anyone any gratuity for thel benefit of, or att the direction or request of, any State officer or employce. For! purposes of clause (2), "gratuity" means any payment oft more than nominal monetary valuei int thef form ofc cash, travel, entertainment,; gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any. kind. Upon request of Commerce's Inspector General, or other authorized: State official, Grantee. shall provide any typec of information the Inspector General deems relevant to Grantee's integrity or responsibility. Suchi information mayi include, buts shall notl bel limited to, Grantee's business orf financial records, documents, or files ofa any type or form that refer to or relate to this. Agreement. Grantee shall retain such records in: accordance with the record: retention requirements of Part Vof] Exhibitl B, AUDITREQUIREMENIS d. Grantee shall reimburse the State for the reasonable costsigf investigation incurred by the Inspector General or other authorized! State official fori investigations of Guntée's compliance with the terms oft this or any other agreement betveen Grantee and the State which resultsi in thes suspension or debarment of Grantee. Such costs shall include, but shall not bel limited to: slatsdlinvesipon, including overtime; travel and lodging expenses; and expert witness and documentatytes. Grantee shall not bes responsible for any costs ofi investigations that doi notr resulti in Grantee's suspénsion or debarment. Grantee understands and will comply with the requirements ofs. 20.055(5), F.S., igcluding- but not necessarily limited to, the duty of Grantec and any ofGrantee's subcontractors toc cooperatè witht thei inspector generalinanyi investigation, audit, e. Publicl Entity Crime: Grantee isa aware ofand understands thep poiap8,2/1304. F.S. pursuant to which aj person or affiliate who has been Blaced,on thè-convicted vendor list following a conviction for at public entity crime may nots submit a bid, propos, or reply on an agreemhent to provide any goods or serviçes toa a public entity; may nofsabmit al bid, proposal or reply on an agreement with a public entity for the construction or repair ofaj publc biflding or public work; may not submit bids, proposals, or replies onl leases ofr realp propertyt toaj public entitg; may not ben avvarded Orpertorm work: asa a Granitee, supplier, subcontractor or consultant under an agreement wwith' any public entity andmay nott transact business with: any public entityi inc excess ofthet thresholda amount! provigedins.2 287017,FS, for Category" Two ($35,000in2 2017) forap period of 361 monthsfrom the, date ofl bcing plaçed ont the conyicted vendor! list. Grantee shall disciose to Commercei if Gmanteearany of Gantee's affliates,gs definedi ips. 287.133(1)a) oft the Florida Statutes,is ont the convicted vendorl list oton: any similar list maintained by any other state ort thef federal government. f. Limitations OAdvértising of Agreements Subject to chapter 119, F.S., Grantee shall not publicly dissemuntesany information conceming, this Agreement without prior written approval from Commerce,i including bufinot limitedto, mentioningeas. Agréement ina aj press release or other promotional material, identifying Commerce. or the State as a referênce, or otherwise linking Grantee's name and either a descripton of this. Agreement' otther nameofCopmerce or the State ina any material published, either in print or electroniçly, tos any entity thatisnota Partgito this Agreement, exceptp potential ora actuale employees, agents, representativeser subcontractorsth thet professional skills necessary to perform the work services this g. Disclasure of Sponsorship:. As required bys S. 286.25, F.S,ifGranteei isar nongovemmental organization that sporsors aj program financed wholly ori inp part! by state funds, including any funds obtained throught this Agreement, itshall, inpublicizing, advertising, or describingt thes sponsorship oft the! program, state: "Sponsored by (Grantee's nime) and the State of Florida, Department of Commerce." Ift thes sponsorship reference isi in written matérial, the words "State of Florida, Department of Commerce" shall appear int the disclose the name of any officer, director, employee, or other agent who is also an employee of the State. Grantee shall also disclose the name of any State employee who owns, directly or indirectly, more than a5 thep provisions ofs. 287.134(2)(a), F.S. Asi required! bys.2 287.135(5), Grantee certifies thati itisn not: (1)l listed on the Scrutinized Companies that Boycott Israel List, created pursuant tos S. 215.4725, F.S; (2) engaged in a boycott of Israel; (3) listed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized  inspection, review, orl hearing pursuant tos.2 20.055, RS  Agreement requiress  same sizel letters or type: as the name oft the organization. h. Mandatory Disclosure Requirements: percenti interest in Grantee or Grantce's affiliates.  1) Conflict ofl Interest: This Agreement is subject to chapter 112, F.S. Grantee shall 2) Vendors on Scrutinized Companies Lists: Granteei is aware of and understands  Page5of3 38    Commerce. Agreement No.: G0092  Companies with. Activities in thel Iran Petroleum Energy Sector List, created pursuant tos S. 215.473, F.S;(4) Agreement ifGrantee submits a false certification as tot the above, ori if Granteei 1s placed on the Scrutinized Companies that BoycottI Israel List, engages ina al boycott ofl Israel,i is1 placed ont the Scrutinized Companies with Activitiesi in Sudan) List ort the Scrutinized Companies with Activities int thel Iran) Petroleum. Energy SectorI List, Commercer willp provide written notice to Grantee. Unless Grantee demonstrates: in writing, within 90 calendar days ofr receipto oft ther notice, that Commerce's determination off false certification wasi madei ine error, Commerce shall bringa civil action against Grantee. If Commerce's determination: is upheld, a civil penalty equal tot the greater of $21 milion or twice the: amount of this Agreement shalll bei imposedgn Grantee, and Grantee willl be ineligible tob bid on any Agreement with any agency orl local govemmentalghnté.fort three years after the date affiliates, as defined bys. 287.134(1) (a),FS, appears on, the discmminatory verdor list. An entity ora affiliate placed on the discriminatory vendor list pursuant tos $,287.134, F.S, may not: (1) submit a bid, proposal, or reply on a contract ora agreement toj provide any goodsorservices toa apublic entity; (2) submital bid, proposal, or reply on a contract Or agreement with aj public entity" fopthe construction or repair ofapyblic building or public work; (3) submit bids, proposals, or replies onl leases afrealproperty toap public entiry; (4) be awarded or! perform work asa a contractor, subcontietor, Grantee, supplers subgrantee, or consultant under: contract or agreement with any public entity; or (5) transact business with anypublic entity. 39.201 and 415.1034,F.S., an employee of Grantee whoknows orl hasi reasonable cause tos suspectt thata a child, aged person, or disabled adult is orl has been abused, eglegted, or exploted shall immediately reports such knowledge or suspicion to theflorida. Abuse Hotlpe by aligL.8O.GABUSE, or via the web reporting option at m.imizamAaigepmmiAechain. oria fax at1 1-800-914-0004. perform Grantee's responsibiltres hereunder Grantee shalkupon request from Commerce's custodian of public records.provide Commercevith: a copyof the reqyésted records or allow the records tob bei inspected or copiedy withina a réasouable time perthe cost struchire-providedi in chapter 119, F.S., and in accordance with all other. réquirements of chapfer 119, FSor as otherwise provided! by! law. Upon expiration or termination oft this/Agteement, Grantee shalltgansfer, atne cost, to Commerce: allp publici records inj possession of Grantee or kecp and'maintain public records requiregby Commerce to perform the service. If Grantee keeps and maintains publie-records upon conplétion oft this. Agreement, Grantee shall meet alla applicable requirements fori retaining public.records. Allt records stored electronically must be provided to Commerce, upon request from the Commeregustodimn ofyecords, in: a format that is compatible with the information technology request, Commerce shall nonfy Grantee oft the request as soon a5 practicable, and Grantee must provide the records to Commerce ora allow ther records tol bei inspected ord copiedy within a reasonable time. IfGrantee does not comply with Commerce's request for records, Commerce: shall enforce the provisions set forth in this Agreement. A Grantee who fails to provide public records to Commerce within a reasonable time may be 119, F.S., relating to public records and that reports, invoices, and other documents Grantee submits to Commercer under this Agreement may constitute! public: records under Florida Statutes. Grantees shall cooperate with Commercei regarding Commerce's effortst to comply with the requirements ofc chapter 119,F.S. from public disclosure as trade secrets or proprietary confidential business information, such records should bei identified ass such by Grantee prior tos submittal to Commerce. Failure toi identify thel legal basis for each  engagedi inl business operations in Cuba or Syria. orl has engagedi inb business operationsi in Cuba or Syria.  a) Pursuant tos s. 287.135(5), F.S., Commerce may immedrately terminate this b) If Commerce determines that Gmantee has submitted a false certification,  of Commerce's determination off false certification by Grantee. contracting prohibitioni identified! herein, this provision shalll bet hulland voids  c) If federal law ceases to authorie'ttstates to adopt and enforce the 3) Discriminatory Vendors: Gmantgahall.liscose' Sommerce ifit or any ofits  4) Abuse, Neglect, and" Exploitation Incident Reporting: In compliance with 55.  5) luformatioh,Release:  Grantee shall keep and maintain public records required by Commerce to.  systems of Commerce  -  fCommerce does noti possess a record requested through aj public records  subject to! penalties unders s. 119.10,F.S.  c) Grantees acknowledges that Commercet is subject tot the provisions of chapter d) IfG Grantee submits records to Commerce that are confidential and exempt  Page 6of38    Commerce. Agreement. No.: G0092  exemption fromt ther requirements ofo chapter 119, F.S., prior tos submittal oft ther record to Commercemays serve asa waiver ofa daim of exemption. Grantee: shall ensure that publicr records that: are exempt or confidential and exempt from public records disclosure requirements arc not disclosed except: as authorized by law for the duration oft this Agreement term and following completion oft this Agreement if Grantee does nott transfer the in conjunction with this Agreement, unless the records are exempt from s. 24(a) of Article I of the State Constitution and s. 119.07(1), F.S.. For records made or received by Grantee in conjunction with this Agreement, Grantee shall respond to: requests toi inspect or copy such recordsi ins accordances with chapter 119, receives for records made or reçeived by Grantee in conjunction with this Agreement and to provide the applicablep public recordsi in response tos such request, Grantee shall: notify Commerçes oft ther receipt: and content ofs such request! by sending: an e-mailt tol euslahaagan onel business dayf from reccipt in writing within 72 chronological hours if any data in Gtpossslaas. to this Agreement is subpocnaed ori improperly used, copied, or removed (except in theordinary couise ofl business) by anyone except ana authorized representative of Commerce. Grantees shall cooperate with Commerce int taking: all steps as Commerce deems advisable to prevents misuse, regainggssession, and/orc otherwisc Ptotect the State's rights THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO GRANTEE'S DUTY TO PROVIDE. PUBLICRECORDS RELATING TO THIS AGREEMENT, CONTACTTHE CUSTODIAN OF PUBLIC RECORDS by telephone at 850-245-7140, via e-mail at PRRequeat@deo.myflorida.com, of by mail at Department of Commerce, Public Records Coordinator, 107 East Madispni Street, Caldwell Building, Agreement for allowable costresulting fyom obligationsi incurred during the term oft this Agreement. Tobe eligibles OE reimbursement, costs. must beygomplance with laws, rules and regulations applicable to expendituresof State funds, indlding, butnot limited to, the Reference Guide for State Expenditures ecdafsiecsidtonitatcaniamrandr Grantee shali refund to Commerce any balance of which Grantee ori its subcontragtors are entitled under thet terms and conditions oft chis Agreement. infrastructure thati 1s thes subject oft this Agreement, as describedi in Exhibit A, SCOPE OF WORK, inar manner that meets and complies with all federal, state, and local laws, rules, and regulations, including but not limited to, the requirements ofs. 288.101, F.S.; (b) not use funds provided under this Agreement for the exclusive benefit of any single company, corporation, or business entity; (c) use funds provided under this Agreement to promote economic recovery in specific regions of the state, economic diversification, or economic enhancementi ina targetedi industry viat thec construction or repair ofd thep publici infrastructure; and (d) thep public infrastructure: must be: @ owned byt the public, and bef for public use or predominately benefit thei public; and () ift the publici infrastructure: isl leased or sold, itn must bel leased ors sold atf fair market rates Orv value.  records to Commerce upont termination oft this Agreement.  e) Grantee shall allow public access to: all records made or received! by Grantee f) Ina addition to Grantee's responsibility to directly respond to each requesti it g) Grantee shall notify Commerceerbally Cithin 24 chronological hours and  F.S.  ofs such request.  and the datas subject's privacy.  3  h) IF GRANTEE HAS QUESTIONS REGARDING  Tallahassee, Florida 32399-4128.  Funding Réguirementsofs.; 215.971(1), F.S.:  Granths and its-subcontractors may only expend funding under this  plhmon-laiadacmHaguihass/se unobligated funds which! has been adyanced or paidt to Grantee.  b) Grantees shall refund to Commerce: allf funds paidi ine excess oft the amount to 7) Section 288.101, F.S.: Grantee shall: (a) construct or1 repair thes state or local public  Page 7of3 38    Commerce. Agreement) No.: G0092  9. FINALI INVOICE: Grantee shall submit thef final invoice for payment to Commerce nol later than 60 calendar days after this Agreement ends ori ist terminated. If Grantee fils to dos so, Commerce, ini its sole and absolute discretion, may refuse tol honor any requests submitted after this time period and may consider a. Grantee shall refundt to Commerce: any overpayment off funds due to unearned or disallowed funds under chis Agreement as follows: (a) if Grantee or an independent auditor discovers an overpayment, Grantee shall repay to Commerce such overpayment no later than 30 calendar days after discovery or notification ofe each such overpayment; or (b) if Commerce: first discovers an overpayment, Commerce shall notify Grantee in writing, and Grantee shall repay to Commerce cach such overpayment no later than 30 calendar days after receiving Commerce's notification. Refunds should besent to Commerce's Agreement Manager, and made payable tot the Department of Commerce." Commerce may charge interest at che lawful rate ofi interest on the outstanding balancel beginning ont the 31st calendar day after the date ofs notification or discovery. Commercei is the final authoritya as tov what may constitute an overpaymen!" undert this Agreement. b. Notwithstanding any other provisions of this Apreemeit,jncluding but notl limited to the damages limitations oft theLAWS/ APPLICABLETOTHIS, AGREEMENT! Soction) herein,i ifGranteei ist non- compiant with any provision of this Agreement or applicable: law, or if Commerce imposes financial consequences on Grantee pursuant to thet terms of this Agreement, Commerce hafthe right to recoup all resulting cost, monetaryl loss and/orf funds owed toommerce ort the.State of Floridafrom monies owed to Grantee under this Agreement or any other Agreement betveen Granteeand: any State entpysifthed discovery of such noncomplance or imposition of financial consequencess and resulting cost, loss, and/or debt to Commerce or the State of Florida arises when no monies are oedt to Grantec under this Agreement or any other. Agreement between Grantee and any-Sate entity, Grantee STall pay Commerce: in full such cost, loss, and/or funds owed to Commèrce or the Staté, offlorida with non- State funds within 30c calendar days of the date ofnotice ofthea amount owed, unless Commerce agrdes, inv writing, toan alternative timeframe. Commerce, in Commerce's sole and absolute discretion, shall determine the resulting,cost, loss and/or funds owed to L Representatiyes of Commerce, the Chiet,Financial Officer oft the State of] Florida, the Auditor General oft the State of Florida, die FlondaOffice ofI Progiim, Policy Analysis and Government. Accountabilaity orr representalwesofths! federal goscramchtabdther dulyauthorized: epresentatives: shall have: access toa any ofG Grantec's-books, documents, paperand records,anelading electronic storage media, as they may relate to this Agreement, for thep purposes of conducting audits ore examinations orr makinge excerpts ort transcriptions. Grantee shallmaintain boos reçords, and documents in: accordance with generally accepted accountingprocedures: and practiceswhichs suffciently andj properlyreflect: allo expenditures of funds Commerce C. Gmntee shall comply with all applicable requirements of S. 215.97, F.S., and Exhibit B, AUDIT REQUIREMENTS; and, ifan audit is required thereunder, Grantee shall disclose all related party d. Grantee's shalls getin all Grantee's records, financial records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to this Agreement in accordancer witht ther record,etention: requirements of! Part Vo ofE Exhibit BALDTTREQUREMIENTS Upon Commerce's request, Grantee shall cooperate with Commercet tof facilitate the duplication andt transfer ofs such e. Grantee shall include the atorementioned audit and record keeping requirements in all f. Within 60 calendar days oft the close of Grantee's fiscal year, on a) yearly basis, Grantee shall electronically submit a completed AUDIT COMPLIANCE CERTIFICATION (a version oft this certification is attached hereto as Exhibit C) to udir@4eamyloidaom. Grantee's timely submittal of one completed AUDIT COMPLIANCE CERTIFICATION: for each applicable fiscal year willf fulfill this requirement within alla agreements (eg, contracts, grants,t memorandums ofu anderstanding memorandums ofa agreement, economic  Grantee tol have forfeited any anda all: rightst top payment under this Agreement.  10. RECOUPMENT OF FUNDS:  Commerce ort thes State of Flordauadert this Agreement. 11. AUDITS ANDRECORDS:  provided underthis Agreement. transactions tot the: auditor, records or documents.  -  approved subrecipient subcontracts and assignments.  incentive award agreements, etc.) between Commerce: and Grantee.  Page 86f3 38    Commerce Agreement. No.: G0092  g. Grantee shall @ maintain all funds Grantee received pursuant to this Agreement in bank accounts separate fromi its other operating or other special purposes accounts, or () expressly designate in Grantee's business records and accounting system, maintained in good faith and in the regular coursc of business, that such funds originated from this Agreement. Grantee shall not commingle the funds provided under this Agreement with any other funds, projects, or programs. Commerce may, ini its sole and absolute discretion, disallow costs that result from purchases made with commingled funds. 12. EMPLOYMENT ELIGIBILITY VERIFICATION: E-Verify is an Internet-based system that allows an employer, using information reported on an employee's Form I-9, Employment Eligibility Verification, to determine the eligibility of all new employees hired to work int the United States. There is no charge to employers tou use. E-Verify. The Department ofHomeland. Security's E-Verify system canl bef foundà at, b. Ina accordance with section 448.095, F.S., the State ofI Floridas expressly requires thef following: Every public employer, contractor, and subcontractor: shall register with and uset thel E-Verify systemt tov verifyt thev work authorization: status ofa alln Inewlyl hired employees. A publice employer, contractor, ors subcontractor may not enter into a contract unless each party to the contract Aj private employer shall, after making an offer ofe employment which! has been accepted bya person, verify such person's employment cligibility. A private employer is not required to verify the employment eligibility of a continuing employee hired before January 1, 2021. However, ifa person is a contract employee retained by aj private employer, the private employer must verify the employee's employment eligibility upon thes renewal or extension of Ifanc entity does not use! E-Verify, the eptity's shall enroll in thel E-Verifys system priort tol hicing: any: new employee or retaining any contract emplayee aftert Be effective datoft this Agreement. 13. DUTY OF COATINUIREDSCIOSURE: OFI LEGALEPROCEEDINGS: a. Prior, execution" ofthis Agreemént Gmntee must disclose in a written statement to Commerce's. Agreement Manager all pior or on-going dyil or criminal litigation, investigations, arbitration or administrative proceedings (collectively Begceedings"): involving Grantee (and each subcontractorc ofGrantee). Thereafter, Granteghasac continuiglutyt toptomptly disçlose alll Proceedings upon occurrence. b. This dupyof disclosuréapplies toGhintee's or Grantee's subcontractor's officers and directors when anyProceeding relates-tothe officetor director's business orf financial activities. Details of settlements that arepreyented from disclosure by the terms ofthes settlement may bes annotated: as such. c.. Grantee shall promptly notfGommerce's. Agreement. Manager of any Proceeding: relating to ora affecting Giptee's or Gnnte'pbcontpicto's business. Ift the existence ofs such Proceeding causes the State concern abautGrantee's: abilityor willingness toj perform this Agreement, then upon Commerce's: request, Grantee shall providèto Commerces. Agreement Manager all reasonable assurances that: @) Grantee will be able to perform this Agreement ipaccordance with its terms and conditions; and () Grantee and/or its employees, agents, or subcontraçtor(s) have not and will not engage in conduct in performing serviçes for under this Agreement, byo operation ofl law ord otherwise, without thej prior written consent of Commerce, which consent may bev withheld in Commerce's sole and: absolute discretion. Any Grantee's: attempted assignment of this Agreement or any oft thet rights hereunder in violation of this provision shalll be void abi initio. Commerce willa at: allt times bec entitled toa assign ort transferi itsi rights, duties, or obligations undert this Agreementt to another governmental entityi in the State of Florida upon giving prior written notice ofs samet to Grantec. b. Grantee shalll ber responsible for all work performed and: alle expenses incurredinf fulfilling the obligations of this Agreement. If Commerce permits Grantee to subcontract all or part of the work contemplated under this Agreement, including enteringi intos subcontracts with vendors for services, Grantee shallf formalize alls suchs subcontracts: inc documents containinga allp provisions appropriate ard necessaryt toc ensure  hmpallpocereif.se,  registers with and usès the E-Verify systèm. &  his or her contract.  Commercer whichi iss similar inmature tot thec conduct allegedi ins such Proceeding, 14. ASSIGNMENTS. ANDS SUBCONTRACIS:  Grantee shall not assign, sublicense, or othervwise transfer its rights, duties, or obligations  Page 9of38    Commerce. Agreement No.: G0092  subcontractor's compliance with this Agreement and applicable state: and federal law. Grantee shall bes solely liablet to thes subcontractor: fora allexpenses and! liabilities incurred undere each subcontract. IftheSiateofHlorida approves transfer of Grantee's obligations, Grantec remains responsible for all work performed and all expensesi incurred in connection with this Agreement. Grantee, at Grantee's expense, shall defend Commerce againsta all Grantee's subcontractors' claims ofe expenses orl liabilities incurred under subcontracts. C. Grantee shall only use properly trained persons who meet or exceed any specified training qualifications as employees, subcontractors, or agents performing work under this Agreement. Upon request, Grantee shall furnish acopy oft technical certification or other proof ofc qualification. AlIO Grantee's employees, subcontractors, or agents performing work under this. Agreement shall comply with all Commerce: security and administrative requirements detailed herein. Commerce may conduct, and Grantee shall cooperate with all security background checks or other assessments of Grantee's employees, subcontractors, or agents. Commerce may refuse access to or require replacement of any of Grantees employees, subcontractors, or agents for cause, including, but not limited to: technical or training qualifcations, quality of work, change in securitys status, orr non-complancer with Commerce's security ora administrative requirements. Such refusal shall not relieve Grantee ofi its obligation to perform all work in complance, with this Agreement. For cause, Commercei may reject and bar any of Grantee's employees, mboapthctosagats: from any facility. d. This Agreement shalll bind thes successors, assignsindl legali representatives ofC Grantee: ando of any legal entity that succeeds to the obligations oft the State of Flotida." The Stateof Florida may assign or transferi its rights, duties, ord obligations under this Agreement toa anotherg govemmehtGmante: int the State of e. In accordance with S. 287.0585, F.S, andunless othetwise agreed uponsnanting' between Grantee and subcontractor, Grantee shall pay each Grantees subcontractor within seven working days of receiving Commerce's full or partial payments. Grantee's failireto comply with thei immediately preceding sentence shall result ina aj penalty charged agauntGrantee and paid-tothe subcontractori in the: amount ofc one- half of one percent oft the amount due per day, fromthe expiration ofthe period: allowed hercinf for payment. Such penalty shall bei in: addition toa actual payments owed, ind shall notesceed15 percent oft the outstanding f. Grantee shallptoyide to Commerce a Minonty. and Sérvice-Disabled Veteran Business Enterprise Report with each invoiceummarizing théparticipations certified: andi non- certified minority and service-disabled vempitsaissaamant suppliers for that period and thep project to date. This report shalli includet ther names, addreskes ando compensation dollg amounte ofe each certifieda andr non-certifiedl Minority Business Enterprise and Scrvice-Disable Veteran Enterprisé participant and shall be sent to Commerce's Agreement. ManagerThe Office oFSupplie.Divgrily at,(850) 487-0915 is available to provide information re: qualifiedminorides, ommercèMinortit) GoAfdanntor can be reached at (850) 245-7471 to answer This Agreementis fort thesple benefito oft thel Parties and their permitted: successors and: assigns and nothingherein expressed or implied shallgve orl be construedt tog givez any person or entity, other than the Parties ands sudhpermitted successors and assigns, any legal or equitable rightsl hereunder. a. For puiposes. of his Agreement, "nonexpendable property" is the same as "property" as definedi ins. 273.02, Fs,equipgent, fixtures, and other tangible personal property ofan non-consumable: and b. All nonexpéndable property, purchased under this. Agreement, shall be listed ont thep property records of Grantee. Grantee shall inventory annually, and maintain accounting records for all nonexpendable property purchased and submit an inventory report to Commerce with the final expenditure report. The records shall include, ata minimum, the followingi information: property tagi dentification number, description of the item(s), physical location, name, make or manufacturer, year, and/or model, manufacturer's serial C. Atnot times shall Grantee dispose oft nonexpendable property purchasedi under this Agreement without Commerce's written permission; provided further that Grantee shall, at allt times, follow Commerce's d. Immediately upon discovery, Grantee shall notify Commerce, inv writing, of any property loss  Florida.  balance due.  concerns'and questions.  15. NONEXPENDABLE) PROPERTY: nonexpendable: nature.)  number(s), date ofa acquisition, and the current condition oft thei item.  instructions. regarding such disposition. with the date: and reason(s) fort thel loss.  Page 10 of38    Commerce. Agreement) No.: G0092  e. Grantee shall be responsible for the correct use of all nonexpendable property Grantee f.. A formal Agreement amendment is required prior to the purchase of any item of nonexpendable property nots specifically listedi in the approved Agreement budget. g. Title (ownership) to all nonexpendable property acquired with funds from this Agreement shall be vested in Commerce and said property shall be transferred to Commerce upon completion or termination oft this Agreement unless otherwise: authorized: in writing! by Commerce. 16. REQUIREMENTS. APPLICABLE TO' THE PURCHASE OF OR IMPROVEMENTS TO REALPROPERIY: Ina accordance withs s. 287.05805, F.S., iff funding provided undert this Agreementist used fort the purchase of ori improvements to real property, Grantee shall grant Commercea as securityi interest in the propertyi in thes amount oft the funding! provided! by this Agreement fort the purchase ofc ori improvements tot the real property forf five years from the date of! purchase or the completion, OPt the, improvements or as further 17. INFORMATION RESOURCE ACQUISITION: Grantee shpl, obtain prior written approval from the appropriate Commerce: authority before purchasingany nfommaioh/lehnolog' Resource (ITR) or conducting any activity that willi impact Commerce's clectrgnici information technology equipment ors software, as both terms are defined in Commerce: Policy Numbg5.01,ina any way. ITR includes computer hardware, software, networks, devices, connections, applications and data." Grantee shall captact the Commerce Agreement. Managerl listedl hereini in writingf fort thec contcrgtomaiopbtbe: appropriate Gommerce: authority 18. INSURANCE: During this Agreeent, including the ipitial Agreement term, renewal(s), and extensions, Grantee, ati itss sole expense, shall'mainfain insurance coverage ofs such types andy with such terms and limits as may be reasonably associated with this Agreement and furtlrer described below. Providing and maintaining adequate insurance coverage is a material obligation of Granee, and failure to maintain such coverage may void this Agreementat Commerce'sigolez and" absplute discretion, after Commerce's review of Grantee's insurance coverage whenGrantee is unable to complys th Commerce's requests re: additional appropriate: andr necessapinsurance coverage. Thel limitg ofcoverageu under cach policy maintainedi by Grantee shall not be interpreted as lmiting Grantee's liability and obligations under this Agreement. All insurance policies shall bet through insurisligensand, authorized toyyrite policiesi in Florida. a. Apon execution ofthis Agreement, Grancee shall provide Commerce written verification of the existenge and amounffare each typepf applcablingurance coverage. Within thirty (30) calendar days of the Effecive Date, Grantee Siall furnish, Commerce proof of applicable insurance coverage. by standard ACQRDform certificates ofi nsurance. Ifaninsurer cancels any applicable coverage for any reason, Grantee shall immediately notify Commerce of sucçancellation and shall obtain adequate replacement coverage conforming tothe requirements herein andaprovide proof of such replacement coverage within fifteen (15) business days after the cancellationof coverage. The insurance certificate must name Commerce as an additionali insured andidentify Commerce's. Agreement! Number. Copies ofn new insurance certificates must! be b. Commerce shallnot pay for any insurance policy deductible. The payment of each such deductibles shall be Grantec'ssole responsibility. Grantee shall obtain the following types ofi insurance policies. 1) Commercial General Liability Insurance: Unless Grantee is a state agency or subdivision as defined by S. 768.28(2), F.S., Grantee shall provide adequate commercial general liability insurance coverage and hold such liability insurance at all times during this Agreement. A self-insurance progiame established: and operating undert the! laws oft the State of Florida may provides such coverage. 2) Workers' Compensation and Employer's Liability Insurance: Grantee, at all times during thet term oft this Agreement, atits sole expense, shallp provide commercial: insurance ofs suchat type and with such terms and limits as may be reasonably associated with this Agreement, which, as a minimum, shall be: workers' compensation: and employer's liability insurance in: accordance with chapter 440, F.S., with minimum employer's liability limits of $100,000 per accident, $100,000 per person, and $500,000 policy  purchases or Commerce furnishes under this Agreement.  required byl law.  for any such ITR purchase approval.  provided to Camrgrmganget with eachi insurance renewal.  aggregate. Such policys shall cover alle employees engaged in: any. Agreement work.  Page 11 of38    Commerce. Agreement! No.: G0092  3) Other Insurance: During the term oft this Agreement, Grantee shall maintain any other insurance as requiredi in! Exhibit A, SCOPE OF WORK. 19. CONFIDENTIALITY. AND: SAFEGUARDING INFORMATION: a. Each Party may have access to confidential information made available by the other.' The provisions oft thel Floridal Publicl Records Act, Chapter 119, F.S., and other applicable state: andf federall laws will govern disclosure of any confidential information received by the State of Florida. b. Grantee must implement procedures to ensure thes appropriate protection and confidentiality ofa all data, files, andi records involved with this Agreement. C. Except: as necessary tof fulfill thet terms oft this Agreement and with the written permission of Commerce, Grantee shall not divulge tot third parties any confidential: information obtained by Grantee ori its agents, distributors, resellers, subcontractors, officers, or employees in the Course of! performing Agreement work, including, but not limited to, security procedures, business opeputionripformation, or commercial d. Grantees shall not use or disclose: anyi information concemingat recipient ofs services under this Agreement for any purposei inc conformity withs state: and federall layor regulations exceptu upon written consent of thei recipient, ork his responsible parent org guardian when aufhgrled by! lawfapplicable. e. When Grantee has access to Commerçe's network and/or applications, in order to fulfill Grantee's obligations under this Agreement, Grantee shall abide by all pplicable-Commerce Information Technology Security procedures and policies. Granteilhcluding! its employees, subconbactors, agents, ora any otheri individuals tow whom Grantee exposes confidentiali normation ghlained under this Agrecment), shall not store, ora allow tol bes stored, any confidential: information onny gortable storage media (8, laptops, thumb drives, hard drives, et:) or peripheral device.with the capacity toholdi information. Failure tos strictly comply f. Grantee shalli immediately norify-Commerce in writngwhen Grantee, its employees, agents, or representatives become aware of an inidyertehtdisdosure of" Commerce's unsecured confidential information in violation of the terms oft this Agreement Grntee shally seport to Commerce any Security Incidents of whichi it becomesArg, includingi incidents sub-contractors ofa agents reported to Grantee. For purposes oft this Agreemerit" SecuriIncident" meins the: attemptedor successful unauthorized: access, use, disclosure, modification, Ot destructign of Commerce information in Grantee's possession or electronic interference with Commerce operations, provided, however, that random attempts at access shall not be considered: a security incident. Grantgeshall, make a repot./Commerce: notr more than seven business days after Grantee leamspfsuch use erdisclosure Grantee'siteport shall identify, to the extent known: @ the nature oft dounautioriduse or disclosure, (i) theconfidential: information used or disclosed, (in) who made ther unauthorized use orr received thet unauthorized disclosure, (iv) what Granteel has done ors shall dot tor mitigate any détrimental effect oft thei unauthorizeds use or disclosure, and (v) what corrective action Grantee has taken or shall taketo prevent future Binilar unauthorized use or disclosure. Grantee shall provide such other information,' inclydinga written report, as Commerce's Information! Security Manager requests. A breach of security concerning confidential personal. information involved with this Agreement occurs, Gantee shall comply with s. 501.171, F.S., as applicable. When notification to affected persons is required under this section of the statute, Grantee shall provide that notification, but only after receipto ofCommerce's written approvalofthed contents ofthenotice. Forpurposes ofthis Agreement, "breach of security" or "breach" means the unauthorized access of data in electronic form containing personal information, as defined ings. 501.171, (1)(a), F.S.. Good faith acquisition of personal information by an employee or agent of Granteei 1s notz al breach, provided thei information: is not used forap purpose unrelated to Grantee's obligations under this Agreement ori 1S1 nots subject to further unauthorizedi use. 20. WARRANTY OF ABILITYTO PERFORM: Grantee warrants that, tot the best ofi its knowledge, therei 1s nop pending or threatened: action, proceeding, ori investigation, ora any other legal or financial condition, that would in any way prohibit, restrain, or diminish Grantee's ability to satisfy its Agreement obligations. Grantee shall immediately notify Commerce: in writingi ifi its ability to performi is compromisedi in: any manner  proprietaryi information: in the possession oft the State or Commerce.  with this provision shall constituteab breach GfAgreement.  during thet term oft this Agreement.  21. PATENTS, COPYRIGHTS, ANDI ROYALTIES:  Page 12of38  56.5    Commerce. Agreement. No.: G0092  a. All legal title and every right, interest, claim or demand of any kind, in and to any patent, trademark or copyright, or application for the same, or any other intellectual property right to, the work developed or! produced under or in connection with this Agreement, is the exclusive property ofCommercet to beg granted to and vestedi int thel Floridal Department ofs State fort the uses andb benefit oft thes state; andi nop person, firm or corporation shalll bec entitledt to uset thes same without the written consent oft thel Floridal Department of State.. Any contribution' by Grantee ori its employees, agents or contractors tot the creation ofs such workss shall be considered works made forl hire by Grantee for Commerce: and, upon creation, shall bec owned exclusively by Commerce. Tot thee extent that any such works may notl bec considered works made for hire for Commerce under applicable law, Grantee agrees, upon creation of such works, to automatically assign to Commerce ownership, including copyrighti interests and: any other intellectual property rightst therein, without thei necessity b. Ifany discovery ori invention acises oris developed in thecourse or as a result of work or services performed with funds from this Agreement, Grantee shall refer thg discovery or invention to Commerce who will referitt tot thel Department of State to determine whéther patent protection willl bes sought C. Where activities supported by this Agreement produce Orginal writings, sound recordings, pictorial reproductions, drawings or other graphic representabians) andv works bfanys similar nature, Commerce has the right to use, duplicate, and discloses such materials in whole-dri inp part, ina ans manner, for any purpose whatsoever: andt ton allow others acting on! behalf of Commerce toc dos so. Grantee shalgive Commerce written noticey when: any books, manuals, films, websites, web.dements, clectronici information,argther. copyrightable d. Notvithstanding any other provisions heren, inaccordânce with S. 1904.23, F.S., a state university is authorized ini its owni name toperform all things necessary tos secure letters ofpatent, copyrights, andt trademarks on any worksi itj produces. Wilin 30 calendar daysof same, the president ofas state university shall report tot thel Department of State: anys such uniyersity's action takco. tos secure or exploits sucht trademarks, 22. INDEPENDENT CONTRACTOR STATUS: Grantee's performance of its duties and responsiblities under chis Agreementiti is mutually anderstood andagreed that Granteei is at allt times acting and performing as an, independent contractor. Commerce shall, heither have nor exercise any control or direction over the method-Gvhich) Grantee shall perform its work and functions other than as provided a. Nothing in this Agreementas intended toior shall be deemed to constitute aj partnership or Except where Granteeis a state" agency, Grantee, its officers, agents, employees, subcghtractors, or assignees, inperformance of this Agreement shall act in the capacity of ani independent contractor and not as an officer,employee, Ofagent oft the State of Florida. Nor shall Grantee represent to others that, as-Grantee,i ith has the authority to'bind Commercer unless specifically authorized to dos so. C. xçept where Grantée isas state agency, neither Grantee, nori its officers, agents, employees, subcontractors, orà assignees aree entidedt tos state retirement ors state leavel benefits, ort to: any other compensation ofs state employment asiresult of performing the duties and obligations oft this Agreement. d. Grantee's shall take's such actions asi may be necessary to ensure that cach subcontractor willl be deemed tol be ani independenrcontactor and will not be considered or permitted tol be an: agent, employec, e. Unlessj justified by Grantee, and agreedt tol by Commercei in) Exhibit A, SCOPE OF WORK, Commerce will not furnish services ofs support (g, office space, offices supplies, telephone service, sccretarial, f. Commerce shall not be responsible for withholding taxes with respect to Grantee's compensation hereunder. Grantee shall have no claim against Commerce for vacation pay, sick leave, retirement benefits, social security, workers' compensation, health or disability benefits, reemployment assistancel benefits, or employeel benefits of any! kind. Grantee shall ensure thati its employees, subcontractors, and other agents, receive benefits and necessary insurance (health, workers' compensation, reemployment  ofany further consideration. int thei name oft the State of Florida.  materials are produced.  copyrights, orp patents in: accordances withs s. 1004,2306,S  herein.  joint venture Betweeit theParties.  joint venturer, or partner ofithe State of Florida. ord clericals support) to Grantce ori itss subcontractor or assignee.  assistance benefits) from an cmployer other than the State of Florida.  Page 13of38    Commerce Agreement. No.: G0092  & At all times during chis Agreement, Grantee shall comply with the reporting and 23. BLECTRONICFUNDSTRANSFER: Within 300 calendar days oft thec datet thel last Partyl has signed this Agreement, Grantee shall enroll in Electronic Funds Transfer (EFI) from the State's Chief Financial Officer. Copies of the Authorization form anda as samplel blank enrollment letter can be found on the vendor instruction page at: p/mmlsiliham.Dsima.cmaal Questions should be directed tot thel EFT Section at (850)4 413-5517. Once enrolled, EFT shall makei invoice payments. 24. MODIFICATION:IE: in Commerce's sole and absolute determination, changes tot this Agreement are necessitated by law or otherwise, Commerce: may at any time, with written notice of all such changes to Grantee, modify this Agreement within its original scope: and purpose. Grantee shall be responsible for any due diligence necessary to determine the impact of the modification. Any modification oft this Agreement Grantee requested must bei in writing and dulys signed by alll Partiesi inc ordért tob be enforceable. 25. TIME IS OF THE ESSENCE: Time is of the essence regarding Grantce's performance of obligations setf forthi int this Agreément. Any additional deadnes, fa performance for Grantee's obligation to timely provide deliverables under this Agreement: includingbut not limitedt tot amely, submittal of reports, are containedi in Exhibit A, SCOPE OF WORK, ands shall bes strictly construed. 26. CONSTRUCTION,I INTERPRETATION: Thet tirle ofa apdithes section and Parigraph headingsi in this Agreement are for convenience of reference only and shall notgovern-or affcct thei interpretation of any ofthet terms or provisions oft this Agreement, Thet term"* "this Agreement" means this Agreement together with all Exhibits hereto, ast the same may from mmeto time be amended, modified, supplemented, or restatedi in accordance with the terms hereof. The use ip tgAgreement of theterm "including" and other words of similar import mean "including, withoutl limitation" andhere specificl nguageis used to clarifyl by examplea general statement contained herein, such specificlanguages shall not be deemed to modify, limit, or restricti in. any manner the construction afthe general statemep!" tor whichfselates, fhev word' "or"i isr not exclusive and the words "herein," "herebf," "hereunder" and other words of simlar import refer to this Agreement as a whole,i including: anyl Exhibits, andi nobto any particularsection, subsection, paragraph, subparagraph, or clause contained in this Agreement., The use hérein oft terms importing thes singular shall alsoi include the plural, and vice' versa. Thei reference to: anagreemenit instrument or ather document means such agreement,i instrument, oro other documertasa amended, supplemented,and, modifedf from time tot time to the extent permitted by the provisions, thercofa andt theieference coastatutei meanssuchs statutes as amended from time tot time andi includes any sucçessor legislationt thereto.anda anyregulations promulgated thereunder. Allr references to' $" shall mean Unitedastites dollars. The recitals oft this Agreement arei incorporated herein by reference and shall apply to the terms and provisions oft this Agreementand the Parties. The Parties have participated jointly in the negotiation anddrafting of this Agreement. dnt the event an ambiguity or question ofi intent ori interpretation arises, this Agreement shall bc constiryed asi ifdraftedj jointly by thel Parties, and no1 presumption orl burden of proof shall arise favaring or disfavoring any Party by virtue oft the: authorship of any oft the provisions oft this  Reemployment. Assistance contribution payment requirements ofchapter 443,F.S.  Agreement. s0;  27. TERMINATION: Gommerce: may terminate this Agreementi if:  Commercedetemines: ini its sole and absolutè discretion thati itisi int the State's interest tod do b. Grantee breaches any ofits epresentations, warranties, covenants, or other obligationsi int this C. Grantee or any ofi its employees ora agents commits fraud or willfuls misconduct: in connection with this Agreement, thel Proposal, ort thet transactions contemplated! hereby and thercby; d. Fundst to finance this Agreement become unavailable ori if federal or state funds upon which this Agreementi is dependent are withdrawn or redirected, Commercei may terminate this Agreement upon no less than 24-hour written notice to Grantee. Commerce shall be the final authority as tot the availability of funds. If this Agreement is terminated pursuant to this provision, Grantee will be paid for any work  Agreementi in any material respect;  satisfactorily completed priort toi notification oft termination;  Page 14of38    Commerce Agreement No.: G0092  Granteei institutes or consents to thei institution of any bankruptcy ori insolvency: proceeding,  or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, ors similar officerf forito orf for allo or any material part ofi its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, or similar officer is appointed without the application or consent of such person or entity and the appointment continnes undischarged or unstayed for sixty (60) calendac days; or any bankruptcy ori insolvency proceeding: relatingt to Grantee ort to allo or anyi material part ofi its property 1s instituted without the consent of Grantee and Grantee fails to challenge such proceeding ors such proceedingis challenged but continues undismissed or unstayed for f. Granteel becomes unable to ora admitsi iny writingitsi inabilityt toorf fails generally to! payi itsd debts as they become due, or any writ or warrant ofa attachment or execution ors similar process isi issued orl levied against allo or any materialp part oft they property of Grantee or Grantee otherwise becomes insolvent; or g. A preponderance of evidence that Grantee 1s not procelimg.with the Project, including, without! limitation, decision! by Grantee not top proceed wich thel Project,including upon receipt! by Commerce of Grantee's written requestt tot terminate this Agreement (a. throughg gutalléctively, the* "Terminationl Events"). h. Notvithstanding: anything in this Agreement toche contryif Commerce exercises its right to terminate this Agreement as the result of the occurrengéof a7 Termination, Event, any reimbursement payments that have not been disbursed to Grantee, inclyding any'payment that his been authorized and not yet disbursed, shall be immediately forfeited and Grantée shall return funds withit thirty (30) days of the termination of this Agreement. All work in progressen.Florida Department of Transportation right-of-way will become the property of thel Florida Department of" ansportatiptrgnd will be turnedgyer promptly by Grantee. The: rights and remedies of Commercei in this clauserei inaddition toa any other ights and remedies provided byl law ort under this Agreement.Gnantee: shallt not fumish any product afteri it rèceives the notice of termination, except as Commerce specificall,-instructs Grantee inyriting. Grantee shall not be entitled to 28. DISPUTEI RESOLUTION: Unless otherwise statedin Exhibit SCOPEOF WORK, Commerce shall decide disputes concerpingiths performance offhis Agreement and Gommerce shall serve written notice ofs same to Grantee. Comttrce-etision: shall be final and condusive unless within 21 calendar days from thec date ofr receipt, Granteefiles with Commerce a petition for admipistrativel hearing. Commerce's final order on thep petitions shall bef finalaupject to'any right of Graritee toj judicial review pursuant to chapter 120.68, F.S. Exhaustion ofa administrative remediesian absolute condition precedent to Grantee's ability to pursue any other form of dispute ohsspasagrs thgt the Parties may employ the alternative dispute 29. INDEMNIFICATION: (NOTEIE Grantee is a state agency or subdivision, as defined in S. 768.28(2),E ES pursuant tos.7 7682819,FS,peiher: Partyi indemnifies nori insures ora assumes any liability for a. "Glantecs shalll bef fulliable fort thea actions ofits agents, employees,partners, ors subcontractors and shall fully indemify, defend, apg hold harmless the State and Commerce, and their officers, agents, and employees, from suits,açtions, damages, and costs of every name and description, including attorneys' fees, arising from or relatingt topersogalinjury: and damage tor real or personal tangiblet property allegedt tol bec caused in whole or in part by Graaree, its agents, employees, partners, or subcontractors; provided, however, that Grantee shall noti indemnily, defend, and hold harmless the State and Commerce, and their officers, agents, ande employees for that! portion of any loss or damages thei negligent acto or omission of Commerce or the State b. Further, Grantee shall flly indemnify, defend, and hold harmless the State and Commerce from any suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right provided, however, that the foregoing obligation shall not apply to Commerce's misuse or modification of Grantee's products or Commerce's operation or use of Grantee's products inan manner not contemplated by this Agreement. Ifany productist thes subject ofa ani infringement: suit, ori in Grantee's opinion isl likely tot become thes subject ofs such a suit, Grantee may, at Grantee's sole expense, procure for Commerce thet rightt to continue usingt thet product ort tor modify it tob become non-1 infringing. IFGrantee 1s1 not reasonably  sixty (60) calendar days, or and order for relief is entered in any such proceeding  recover any cancellation charges orl lost profits,  resolution procédures butlingdi in chapter 120, F.S the other Parly,fort the other Part/saegligence),  proximately caused.  Page 15of38    Commerce Agreement. No.: G0092  ablet to modify ord otherwise secure for Commercet thei rightt toc continuc usingt thet product, Grantees shallr remove thep producta andr refund Commerce thes amounts paidi ine excess ofar reasonablei fee, as determined] by Commerce ini itss sole: and: absolute discretion, for past use. Commerce: shall notl bel liable for any royalties. C. Grantee's obligations undert thet twoi immediately preceding paragraphs above, with respectt to any legal action are contingent upon the State or Commerce giving Grantee (1) written notice ofa 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. Grantees shall not bel liable for any cost, expense, or compromise. incurred or made by the State or Commerce: in: any legal action without d. Grantee expressly assumes any and all liability for payment to its agents, employees, contractors, subcontractors, consultants, and subconsultants, as applicable, and shall indemnify and hold Commerce harmless from any suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to any denial or reduction of anyinvoiçe submitted by Grantee to Commerce for reimbursement for costs under this Agreement where-Commerce is imposing the financial e. Grantee shall carry or cause its midw/bfawlenla/ahomalant to carry and keepi inf force Worker's Compensation insurance as required for the Stateof Florida under the Worker's f. Grantee shall include the following indemnification in all contracts with contractors, subcontractors, consultants, ands subconsultants, whgperform work inconnection with this Agreement: "The cmicw/ahomtnaw/ommia/mkoninlany shalli indemnify, defend,save: and hold harmless the Florida Department of Commerceand all of its officers, agents or employees from all suits, actions, cams demands, liabilityof any nature whatsoever arising out of, because of, or due to any neglgenfagt or occurrencebf omission or commission of thec contraco/ubcontador, consultènt/s /subcansultant, its officers.agents or employees."1 30. LIMITATION OF-EIABILITY: Forg claims aghinst Grantee under this Agreement, and regardless oft thel basis onA Aphich thedaimi isr made, Grgntee's liabilityunder this Agreement for direct damages shall bel limited to the greater of $100,000 or the dolltamount ofthis Agreement. This limitation shall not apply to claims arising under the INDEMNIFICATION Section of this Agreement. Unless otherwise specifically enumerated: in this Agreement gr in the purchase" order, no Party shall be liable to another for special, indirectypunitivg, or conseggential damages, including) lost data ort records (unless this Agreement or purchase grder requresGrantee tos back-up data-bfecords), even ift the Party has been advised that such damagesire possible. Nolary shall beliable for 16st profits, lost revenue, or lost institutional operating savingshe! State and Commerce may, iniaddition to other remedies available tot them atl law or equity and upon notice,to Grantec, retain suichmonies fromramounts due Grantee asr may ber necessary tos satisfy any claim for damages, Penalties, costs and del like assêrted by or against them. The State may set off anyl liability or other obligation afGrantee orit its afflintest tot the State against any payments due Grantee under any Agreement 31. PAESAATAYOPHENEDIS SEVERABILITY; RIGHTTO SET-OFF. No delay or omissiont toe exercise any: righp power, or remedy accruingt to either Party upon breach or default by either Party under this Agreement, willimpair any such right, power, or remedy of cither Party; nor will such delay or omission be construed as a waiver of any breach or default or any similar breach or default. If any term or provision of this. Agreement is found tol bei illegal, invalid, or unenforceable, such term or provision willl be deemed stricken, and ther remainder oft this Agreement will remain inf full force and effect. Commerce and the State shall) have all ofi its common law, equitable and statutory rights of set-off,i including, without limitation, the State's optiont to withholdi fort thej purposes ofs set-offa any moncys duet to Grantee under this Agreement up to any: amounts due and owingt to Commerce withs respect tot this Agreement, any other contract with any State department ora agency, including any contract forat term commencingi prior tot thet term oft this Agreement, plus any amounts due and owing to the State for any other reason. The State shall exercise its set-off rights in accordance with normal State practices including, in cases ofs set-off pursuant to an audit, the finalization of  Grantee's prior written consent, which shall not be unrcasonably withheld.  consequences stated herein. Compensation: Law.  with the State.  such audit by the State ori itsi representatives.  Page 16 of38    Commerce. Agreement No.: G0092  32. FORCE: MAJEURE AND: NOTICE OF: DELAY FROMI FORCE) MAJEURE: Neither Party shall bel liable to the other for any delay or failure to perform undert this Agreement if such delay or failurei is neither the fault nor the negligence oft thel Party ori its employees or agents and the delayi is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Party's control, orf for any oft the foregoingt that affects subcontractors or suppliers ift no alternate source ofs supplyi is available. However, ifac delay resultsf from the foregoingo causes, thel Party shall take ali reasonablet measures to mitigate any and all: resulting delay or disruptioni int thel Party's performance obligation under this. Agreement. Ift the delay is excusable under this FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE Section, the delay will not result in any additional charge or cost under this Agreement to either Party. Int the case of any delay Grantee believes is excusable under this FORCEI MAJEURE ANDI NOTICE OFI DELAYE FROMI FORCEI MAJEURE Section, Grantee shall notify Commerce: in writing oft the delay or potentiald delay and describet thec cause oft the delay either: (1)within 10c calendar days after. thec 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) within five calendar days after the date Grantee first had reason t6 bçlieve that a delay could result, ift the delay is not reasonably foreseeable. THEFORECOINGSHNIA CONSTITUTE GRANTEE'S: SOLE REMEDYORJ EXCUSEY WITH ABFECIIODEAIRE noticein strict accordance with this FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEGIE Section is a condition precedent tos such remedy. Commerce, ini its sole discrefion, will determine ifthec deavis excusable under this FORCEN MAJEURE. ANDI NOTICE OFDELAYI FROLFORCE MAJEURE Sectionard will notifyGrantee ofi its decision in writing No claim for damages, other thagfor ane exfénsion oft time, shalbeasserted against Commerce. Grantees shall not bec entitledt to ani increase in disAgreement) price or paymentof any kind from Commerce: for direct, indirect, consequential, impact, or other costs, expenses or damagés, including! but not limited to costs of acceleration or inefficieneyarising because of delay, disruption, interference, or hindrance from any Cause whatsoever. Ifperformances suspended or delayedin whole ori inj part, due to: any of the causes described in this FORCE MAEURENDANOTICE OF BELAY,FROM FORCE MAJEURE Section, after the causes have ceased to exist, Gnteshal.perform ati noincreased cost, unless Commerce determines, in its solc discretidnsthat the delay yill significanty impair the value of this Agreement to Commerce or the State, ipivhiches, Commerce may do: any orpoft the following: (1) accept allocated performance or deliverie.from Grantee provided, that Grantee grants preferential treatment to Commerce with respectt toj producis ors seriçes subjectedt toa allocation; (2) purchase from others sources (without recourse toa and by Grantee for thei ehatiseslapanse) tor réplacè all or! part of the! products ors services that are the subject of therdelay syhich! purchases maybe-deducted, from this Agreement quantity; or (3) terminate this 33. ATTORNEYS FEES,EXPENSES Excepta ass setf forth otherwisel herein, each oft thel Partiess shall pay its owrAttorneys' fees and costs in connection with the execution and delivery of this. Agreement and the 34. ENTIRE AGREEMENT AMENDMENT; WAIVER. This Agreement embodies the entire agreement oft thel Partieswith respedft tot thes subjectr matter hereof. There: are no provisions, terms, conditions, or obligations other than thoseve contained in this Agreement; and this Agreement supersedes all previous communications, representaligns, or agreements, cither verbal or written, between thel Parties. Excluding the specific provisions of Section 24, MODIFICATIONS, hereinabove allowing Commerce in Commerce's sole and absolute determination to make unilateral changes tot this Agreement, no amendment will be effective unless reduced to writing and signed by an authorized officer of Grantee and the authorized agent of Commerce. No waiver byal Party of any oft the provisions hereofs shall bee effective unless explicitly set forth iny writingands signed byt thel Partys sO waiving. No waiverb by any Party shall operate orb bec construed: as av waiver ini respect ofa any failure, breach or defaultr not expressly identified by such writteny waiver, whether ofas similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delayi in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other orf furthere exercise thereof or the exercise ofs any other right, remedy, power or privilege.  Agreement inwhole orampart. transactions coitemplated! hereby-  Page 17of38    Commerce. Agreement No.: G0092  35. AUTHORITY OF GRANTEE'S SIGNATORY: Upon execution, Grantee shall retum the executed copies of this Agreement in accordance with the instructions Commerce provided along with documentation confirming and certifying that the below signatory has authority to bind Grantee to this Agreement as of the date of execution. Such documentation may be in the form ofal legal opinion from Grantee's attorney, Grantee's Certificate of Status, Grantee's resolutions specifically authorizing the below signatory to exccute this Agreement, Grantee's certificates of incumbency, and any other reliable documentation demonstrating such authority, which shall be incorporated by reference into this Agreement. Commerce may, at its sole and absolute discretion, request additional documentation. related to 36. COUNTERPARIS: This Agreement and amendments to this Agreement may be executed in counterparts, each ofs which shall be and original and all ofv which shall constituite one and thes same instrument. a. Excepta as otherwise specifically providedin this Agreement, thec contacti information provided in accordance with this section shall be used by the Parties fotalr communications under this Agreement. Wheret the term "written notice" is used tos specifya notice sefirement hercisaidi notice shall be deemed to have been given @ when personally delivered; () when transmitted via facsimile svith confirmation of receipt or email with confirmation ofr receipti ift thes sender ont thes same day sends a confirmingçopy ofs such noticel by ar recognized overnight deliverys service (charges prepad)s) the day followingt thec day (excepti ifnota al business day thent thet nextl business day) ony whicht thes samel has! beendelivered, prepaid toar recognirzedloyemight delivery service; or (iv) thet third business day followingt the day on whicht thesame is's sent byo certifiedor registered mail, b. Ifa any information providelercin changes, incuding the designation ofas new Agreement Manager, after the execution of this Agreemént, the Party making suclghange will notify all other Parties in writing ofs such change. Such changes shall: nofvequireformal. amendment to,this Agreement.  thel below signatory's authority tob bind Grantee to this Agreement. 37. CONTACT: INFORMATION, ANDI NOTICES:  postage prepaid, with return receipt. Grantee's! Payee: City of Monticello 245SMulberry Monticello, FL Phone: 850-342-8005 FEIN:5  Commerce's Agreement Manager: Adam MAdlinger, FCCM 107 EMaddison St, MSC-80 Tallahassee, FE3 32399 Phone: 850-717-8987 Email: adam. mudhQmmmerlgey  GranteeAgreement Manager: Seth Lawléss 245SN Mulberry Monticello, FL Phoné 850-342-8005 Egnail: Scth.LavlsQmymontirclonet  [The remainder afthis page has been intentionally lef blank]  Page 18 of38    Commerce. Agreement No.: G0092  IN'WITNESS WHEREOF, andi inc consideration oft ther mutual covenants set forth aboves andi int thec exhibits attached! hereto andi incorporated! herein, thel Parties' duly-authorized officials signt this Agreement.  DEPARTMENT OF COMMERCE  CIYOFMONTICELLO  By Title Date  By Title Date  Signature J.Alex) Kelly Secretary  Signature Seth) Lawless City Manager  Approved as tof form and legal sufficiency, subjectonly to full and propere execution by the Parties. OFFICE OF GENERAL COUNSEL DEPARTMENT OF COMMERCE By: Approved Date:  >  -    a  -  Page 19of38    Commerce. Agreement No.: G0092  Exhibit A SCOPEOFWORK  1. PROJECTI DESCRIPTION: Section 288.101, Florida Statutes ("F.S."), established thel Florida) Job Growth Grant Fund (the "Program") to promote economic opportunity byi improving public infrastructure and enhancing workforce training. Funds provided pursuant tot this Agreement must beu used tos support State orl local publici infrastructure) projects that] promote economiç recovery ins specificr regions oft thes state, economic Granteel hasl been awarded $4,210,000.00: for thec design, permitting, and construction ofav wastewater treatment facility, including aj package plant and related infrstructure, att thel 110/ /SR59 interchange (the Project). The Project proposest to create! 538j jobs and willl bes situated onl land leased tot thèGrantee, with the Granteel being thes solel lessec. The Grantee will be solely responsible for the cominctigsiadealgment oft the Project. Thel Project, including: all, equipment, buildings, and relatedi infrastructure willl be ownedl by the Grantee. The lease willr not holdt the Grantee responsible for any maintenance of! permagenti installations built upon thel land, and thel leaset term willr nott toe exceedt thee earlier oft thec date on whichithes sewersystem becomes environmentaly  diversification,' or economic enhancement: ina a targetedi industry.  and economically. reasonable for forced main service, or,t the 12y years whichever first occurs. 2. GRANTEE'SI RESPONSIBILITIES COMMENCEMENT ANDTIMELINE. design phase oft thel Project whichfurther  of the usefall life oft thej package plant, or  1) Thel Parties' execution oft this Agreement shalll bec deemeda al Notice tol Proceed'to Grantee for the Commerce: shall noti reimburse Grantecfora anyy work. perfored prior tot the Approval] Dateof April 4. 2022 unless Commerce expressly agrées. to dos soina aseparates writing. 2) Prior to commencing the construction work desgtibed int this Agreement, Grantees shall: Providet to CommerAgrement Manigér one copyof the finals signed ands sealedo design plans, signed? ands sealedapecificitions final bid doéyments, and copyo bfe executed1 lease; and Request fromiCammerce's) Agreement Manager al Notice. fo1 Proceed. Commerce shall ndersimbure-Granteel for any_fonstruction work performed priort tot thei issuance of 3) Workon:the, Project shallcommenceon orb befpre April6 6,2 2022 (the" Commencement Date"),and shal-be completedon orb betoret the fiftha anpiversary oft thel Effectivel Date (the' "Completion Date"), unless terminated" earler. Commerce shall have the immediate right to terminate this Agrecment if Grantee fails to commence the construction oft thel Project by the Commencement: Date or complete work-by the Expiration Date and, inach case, provide evidence oft the same to Commerce upon Commerçe's request to Commercekiatifaction Ifconstruction' inc connection with the Project does not commence within tvo2) years oft the date oft thel Effective Date, Commerce may immediately 4) Notwithstanding anythidg in this. Agreement to the contrary, any funds not expended under this Agreement by June 30, 2024: shall! be forfeited and shall revert back to Commerce. DESIGN, PERMITS, APPROVALS, AND CONSTRUCTION: STANDARDS. 1) Grantee shall undertake the design, construction, and Consultant Construction Engineering Inspection ("CCEP") of thel Projecti in: accordance with alla applicable federal, state and local statutes, rules and regulations, including any other applicable standards and specifications. A professional engineer, registered in Florida, shall provide the certification that allo design and construction: for the Project meets the minimum construction standards established by Grantee. 2) Grantee shall certifyt toCommercet that Grantee's design consultanta and/orc construction contractor hass secured ther necessary permits,i including! but not! limitedt to, buildingpermits. Grantee: shallp provide to Commerce certification and a copy of appropriate documentation substantiating thata all: required right-of-way necessary for the Project have been obtained. IfGrantee failst toj provide each required  delineated  b. Paragraphl immediately below.  5  the! Notice to Proceed:  terminate thsAgreement.  Commented [WS1J: Please bea ware ofthe expend byd date Thisisn not ablet tobea adjustedd duetol laws soverning thisf funding.  Page 20 of38    Commerce Agreement No.: G0092  certification to Commerce on or before the Commencement Date, Commerce may, ini its sole and 3) Grantce shall providet to Commerce. its written notification ofe eitheri itsi intentt to: a) Awvard the construction oft thel Project toa a licensed contractory whichi is thel lowest, responsive, and responsible bidder in accordance with applicable state and federal statutes, rules, and regulations. Grantee shall then submit a copy of the bid tally sheet(s) and awarded bid Construct the Project utilizing existing Grantee employees, whose qualifications have been reviewed and approved by Commerce, if Grantee can complete said Project within the time 4) Ifthel Projecti isp procured pursuant to Chapter 255 for construction services and att thet time ofthe competitive solicitation for the Project. fifty percent (50%) ort more: oft the cost oft thel Projecti is tobe paid from state-approprinted funds, then Grantee must comply iithe requirements of Sections 5) Grantee is responsible for the preparation of all design plansFor thel Project. Grantee shall hirea qualified consultant for the design phase of the Project using.Grantee's normal procurement 6) Grantee shall hire al liçensed contractor using.Grantèe's: normal bidbrocedures to perform the 7) Grantee shall hires a qualified CCEI top peilorm construction oversight including the obligation to assure that allv verification testingi is performedi in accordancey th,, when applicable,thg2014: Standard Specifications for Road and Bridge Construction, asamended from time to time Commerce shall have the right, but not thc obligation, tol perform independent assurance testing" during construction oft thel Project. The CCEI firm maynot. bet the same firmas that of the Engineer ofl Record for the 8) Grantee shall require Grantee's contractort toposta aj payment and performance bond in accordance 9) Grantee shall carryatrequirei its contractor/ g4-w. to carry and keepi inf force during the perdd oft this Agreement ag general Bablity insurance policy or policies witha company or companies authorized to dol business inl Florida, affording publicl liabilityi insurance with combined bodily injuy limits datl least $100,000 per person and $300,000 fore each occurrence, and property damagei insurance ofatleast $100,000 foreach occurrence, fort thes services tob ber renderedi in accordancesvithi this Agreement Inagdition to anfother forms ofi insurance orb bonds required under thgterms oft hegrement,vheni iti includes construction within thel limits ofar railroad right-of-way, Grantee must provideors cause itscontractor top providei insurance coveragei ina accordances with Section 13 of FDOT's Stanidara. Specifications for Road and Bridge Construction (2014), as amended. 10)Grantee shall be respansible forensucing that the construction work under this Agreement is performed in accordancewith the approved construction documents, and that it meets any other 11) Grantee'shall expend funds provided pursuant to this Agreement in: a timely manner and solely fort thet purposepft the: approved Project. Grantee shall notu uset thef funds for thep purchase or planting of any landscape,matiggsion, thei installation ori relocation oft utilities, for any legalz action against the 12) Upon completion oft the work authorized byt this Agreement, Grantee shall notify. Commercei in writingo oft thec completion ofc construction oft thel Project; and fora alldesign work that originally required certification by a Professional Engineer, chis notification shall contain an Engineers Certification of Compliance, signed and sealed by a Professional. Engineer, the form of whichi 1s attached hereto as Exhibit E. The certification shall state that work has been constructed inc compliance with the Project design plans ands specifications. Ifa any deviations are found from the approved plans, the certification shall include al list of all deviations along with an explanation that justifies the reason to accept each deviation. All deviations shall have had prior written approval from Commercei in advance of the 13) Upon completion oft thel Project, Grantee shall be responsible for the perpetual maintenance of the facilities oni its system that are constructed under this Agreement as agreed toi in Exhibit E. The  absolute discretion, terminate this Agreément.  contract; or  frame delineatedi in Section 1oft this Agreement.  255.0991 and 255.0992, F.S.  procedures top perform the designs services fort thel Prorest construction work for thel Project.  Project.  with Section: 337.18(1), Florida Statutes.  applicabiestndards.  State or Commercè,Orcosts: associated with preparation oft thel Proposal.  deviation being constructed.  Page 21 of38    Commerce. Agreement. No.: G0092  terms of this provision shall survive the termination of this Agreement and may be enforced by RETURN ON INVESTMENT. Grantee's failure to meet thel Return on Investment criteria set forth herein willi result in the additional financial consequences setf forth in Section 5, below. 1) Grantee shall certify that at private capital investment (excluding the acquisition or leasing of real property) of at least $23 million has been made and paid for by private! businesses at thel location of the Project ori in connection with the Project, calculated as setf forth ins section 13 of this Scope of Work, after the Effective! Date and on orl before! December: 31of they year on which the ten (10), year anniversary oft the Completion Date falls (such date, the" "Capital Investment: Date"). 2) Grantees shallo certify that atl least 1751 New) Jobsh havel been created asa resulto ofthel Project, calculated as setf forth in Section 13 oft this Scope of Work, after thel Effective Date and on or beforel December 31-oft they year on whicht thet ten (10)y year anniversary oft the CompletonDatel falls (such date, the* "Job 3) The Granteel has not! proposeda al Retained] Job requirementforthel Project. d. COMPLETION OF CONSTRUCTION: Grnteshalo completethe following activities for the 1)Design and Engineering- Grantee shall complete the final design and engineering plans of the 100,000 gallon package wastewater treatmepeplant: and collèçtion system at texinterchange ofI-10 2) Secure FDEP Utility Permit, FDOT ROW Constuction Permit, and requiredCity or Jefferson 3)F Package Wastewater' Treatment RlanFacility- Grantee sall complete thec construction ofaj package 4) Collection System- - Grantee shall complètethe constructionaft the gollection system. 5) Upon 100% completion of all tasks (2.d. and 4pf the Scopeof Work, Grantee shall submit to Commerce's Agreement-Manager a completed, signed Engineer!s Certification of Compliance, the form ofwhich is attached! hcreto as Exhibit) K, signed and" sealed byal Professionall Engineer. 3. Commerce's RESPONSIBIEITIES: Commêrce shall monitor progress, review reports, conduct site visits, as Commerce detemines anecessary at Commerce's sole and absolute discretion, and process 4. DELIVERABLES Granteeshall, providet the following services as specified:  Commerce.  Creation. Date"). Project: and SR-59. County Permits. wastewater treatment plantf facility..  %  payments to Grantess  Deliverable.No.: 1: Design and Engineering? Grantee shall completeand provide Grantee may bea allowed as describedi ins Section. 2.a agg2.bof evidencel bys submission oft the  Financial Consequences Failure tor meet the  Tasks  Minimum! Level of Service  copies off final design ahdengineering reimbursement upon 30%,90% and minimum level ofs service plans, specifications, bid plampermits, 100% completion oft the deliverable as shall: result in non- payment.  the Scope of Work.  following: a. 30%-Copy oft the final signed and sealed design plns. b. 90%-Copy ofs signed and sealed specifications. c.1 100%- Copies off final bid documents. d.I Invoice package in accordance with Section 7 of the Scope of Work  DELIVERABLE NOTTOEXCEED: $1,000,000.00  Deliverable No. 2: Construction  Page 22 of38    Commerce Agreement No.: G0092  Financial Consequences Failure tor meet the Commerce: shall withhold 10% oft thet total Agreement provides prooft to Commerce, and Commerce  Tasks  Minimum Level of Service Grantee may bes allowed 100% completion oft the dcliverableas evidence by submission oft the following a. Completed. AIAI Forms G702 amount until Grantee and G703, signed1 by, al licensed professional certifying tot the percentage of project completion. accepts that thej projecti is b. Photographs ofp projecti in 100% complete. progress; and C. Invoice packagei in accordance with Section 7oft the Scopeof Works  Grantee shall complete the activities reimbursement upon 10%, 20%,30%, minimum level ofs service describedi ins section 2.b and: 2.d. of PACMOAUAVASVN, and shall resulti ins non-payment.  the Scope of Work.  DEISMERABLEI NORTOI EXCEED: 3,210,000.00  TOTAL AMOUNTI NOTT TOI EXCEED 4,210,000.00  Commented [WS2): Youcana adjusta amounts between. deliverablesifn needed. Thei not-to xceed does notd change  Cost Shifting: deliverable amounts specified withinthe Delivérables section abgye are established based ont the Parties' estimation of sufficient delivery-Bserviçes Falfilling grant Purposes under the Agreement inc order to designate payment points during" theAgreement) Period; however, this is not intendedt tor restrict Commerce's: ability toapprovea and reimburse allowable costs,i incurred! by Grantee inp providing the deliverables herein. Prioiriften approval fromCommerce's. Agreement Manageri is required for changes tot the: abovel Deliverable amaunts that dor notexçeed tenj percent (10%) ofeach deliverable total funding amount. Changes that exceediten percent(10%) of each deliverable total funding amount will requirea formal writtèr.amendmeas, as described in Section 24., of the Agreement. Regardless,in no events shall Commèrce reimburstcosts. oft more than the total amount 5. Additional Financial Consequençes: The foloyving financial consequences apply under the RETURN ON INVESIMENT Grantee does not satisfy the requirements set forth in Section 2(1) oft this Scope dWork, thenCommerce may demand, and Grantee shall repay tot the State, a prorateda amount of fortypercent (40% of thet total: avard under this Agreement. IfGrantee does not satisfythe requirements sefforth in's Section 2(c)(2) and (3) oft this Scope of Work, then Commerce may demand, and Grantee shall repayt tot the State, a prorated: amount ofc onel hundred percent (100%) of the totalagrd under this Agreement. If Grantee has not received reimbursement for the total amount off funtiévrailabiçahder this Agreement, then Commerce will reducet the total award amount undert this Agreemehtbyan: amount equalt tos suchs sanction, and Grantee shall onlyk ber required to repay out of Grantee's furds the difference thereon. Commerce has the right, in its sole discretion, to demand repaymenfof: all funds provided to Grantee under this Agreementi if Grantee has not met all the performancet requirements setf forth hereina as oft thel Expirationl Date ort thec date this. Agreementi tis otherwise terminated. IFCommerce makes such: a demand for repayment, Grantee shall remit funds to Commerce within twenty-four (24) months ofs such demand. In: addition to any other remedies available to Commerce, int thee eventt that Grantee fails tor remit such funds to Commercey within twenty- four (24) months ofs such demand, then the amounts due from Grantee will accumulate interest from the date ofs such demand until the repayment. Commerce will calculate interest based on a 365-day year usinga a fixed annual rate equalt to! 5001 basis points over the "Primel Rate" as reportedi in The Wal! Siret) Joumal ont thel Effective Date. Commerce shall calculate interest based ont the number of days elapsed: after the 24th month and until the day Grantee makes repayment. Notvithstanding: anything in Sections 4: and 5 oft this Scope of Work tot the contrary, in no event shall the aggregates sanctions  oft this agreement. following circumstances  Page 230 of38    Commerce. Agreement No.: G0092  imposed pursuant to Sections 4 and 5 of this Scope of Work exceed the total award under this Grantee: shall only bee eligible fori its pror rata costs relative toi its timely completion oft the Project, and Commerce shally withhold ther remainder untilt thee earlierc of Grantee's realization ofti timely performance under the work schedule, or completion oft thel Project. For example, if Grantee submits ani invoice for reimbursement for $100,000 and the projecti is behind schedule by 10%, then Grantee shall only Notwithstanding: anythingi int this Scope of Work tot the contrary, subject to the terms and conditions oft this Section 5(), Commerce herebys grants to Grantee thec one-time right, privilege, and option (the "Option") toe extend thel Expirationl Date, the Completion! Date, the) job Creationl Date, and the Capital Investment. Date by twelve (12): months. In the event that Grantee exerçises the Option, within ten (10) business days ofe exercising the Option, Grantee shall payte Commèrce as sanction equal to ten percent (10%) oft thet total award under this Agreement. Theplions shall bec exercisable iny wholel but not inj part at any time from and after the Effective Date. Grantee may exercise the Option by delivering to Commerce written notice of Granteelshtention to exerdise the Option (an "Exercise Notice").. Upon Commerce's receipt of an Exercise Notiee, the exercise, of the Option shall be d. Thel Parties acknowledge and agree that the remedies set fortin this Section 5 congitute liquidated damages and that in the event ofal breach oft this Stopeyof Work, the actual damages suffered by Commerce would be unreasonaby, difficult to determine and that the Parties" would not have a convenient and adequate altemativeto the liquidated danages set forth in Sections 4 and 5 oft this Scope of Work. Each of the Parties furtler, acknowledges and agrees that thel liquidated damages providedi in Sections 4 and 5 oft this Scope Of.ork bear a rcstonabie.ehtionship tot the anticipated harm that would be caused by any such brgachs genuine pre-estimate of the damages that Commercer will sufferotinçur: asa a result ofanys such) breach, andi isnotap penalty. Granteei irevocably waives any right phati it mayliave tot raise as'a defense that' anpsuch liquidated damages are excessive orp punitive.' ThePartics acknoyledge thatt thel provisions contained in Sections 4: and5 5oft this Scope ofWorka area an: integtalparto oft tet transactions contemplated) by this Agreement and thaty without these Quarterly: GranteeShall: reporton a quarterly basis all progress relating to the tasks identified in Sèctions 2.c. and 4. Oparterly reports are, due to Commerce no! later than 30 calendar days after the endof each quarter ofdis progrm,year and shall be sent each quarter until submission of the adminjstrative close- out repart. Theending dates fore each quarter oft thep program) year are: September 30, December 31,1 March 31and] June 30. The quarterly report shall include a summary of project progress,i indigating percentage ofc completion ofe each taski identifiedi ins Section 4: and thec current status oft the return" on investmegidenified: in Section 2.c. The summary shall also include any issues or events accurring Whichaffect the ability of Grantee toi meet thet terms oft this Agreement. SADRlasA Business Enterprisel Report Grantee shally provideaal Minority and Service-Disabled Veteran Business Enterprise Report with each invoice summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors and material suppliers for that period and the project to date. Grantee shalli include ther names, addresses, and dollar amount of each certified and non-certified Minority Business Enterprise and Service- Disabled Veteran Enterprise participant. Commerce's Minority Coordinator can be reached at (850). Close-out Report: Nol later than 60c calendar days after this Agreement ends ori is terminated, Grantee Follov-mp.Reports By nol later than January 31soft they year immediately following they year on which the ten (10) year anniversary oft the Completion Date falls, Grantee shall provide Commerce with a written certification of the actual number of! New Jobs created by each business as a result of the  Agreement plusi interest, ifany, as determined pursuant to this Section! 5.  ber reimbursed for $90,000, and the remaining $10,000 willl bey withheld.  irrevocable.  provisions Commerce wouldy notenteri intot this Agreement.  REPORTING  245-7471 to answer concerns and questions.  shall provide copies of all paidi invoices to document completed work.  Page 24 of38    Commerce. Agreement No.: G0092  Project (including the name ofe each business), Retained] Jobs retained by each! business as a result of the Project (including the name of each business) (if applicable), and the amount of private capital investment: made and paid for by private! businesses att thel location oft thel Project orinc connection with thel Project after thel Effective Date (includingt thei name of each business). This paragraph will survive 7. INVOICE SUBMITTAL AND PAYMENT SCHEDULE: Commerce shall pay Grantee in accordance with the following schedule in the amount identified per deliverable in Section 4 above. The deliverable amount specified does note establish the value oft the deliverable. In accordance with thel Funding Requirements ofs. 215.971(1), F.S. and Section! 5oft this Agreement, Grantee: andi its subcontractors may only expend funding under this Agreement for allowable costs resulting from obligations incurred during this Agreement. Tol be cligible for reimbursement, costs must bei in compliancèvith laws, rules and regulations applicable to expenditures of State funds, including, but not limited ta, the, Reference Guide for State  termination oft this Agreement.  Expenditures gande/sfcrmguationtucapmdtumandP. Grantce shall provide onei invoice per period of time.  atps//swv-mylloridcacom/Aosailasauming.indmitinglilbmris/sate  RX forl servicesy rendered during the applicable_ Commented [WS3): Wouldt the cityliketo nvoicen monthlyo  quarterl?  b. Thef following documents shalll bes submitted withthei itemized invoice:  1)A cover letter signed by Grantee's.Agreement, Manager certifying that the costs being claimed int thei invoice package: (respecifically for thep project: represented tot the Statei in thel budget appropriation; (2) aref for oneor more gfthec components asstatédi in Section 4, DELIVERABLES, oft this SCOPE OF WORK) havel been paid; and(4) werei incurred 2) Grantee'si invoices shall inclgde the date, periodn which work was performed, amount of 3)4 Ac certification! byal licensede enginccrusing AIA formsG702and G703, ort their substantive equivalents, certifyingt thatt cheprojear, braguantifiable) portion oft the! project, is complete.  duringt this Agreement reimbursement, and work epmpleted to date; 4)1 Photogrphsgofthe: projecti inp progress and completeds svork; 5)A copyof all Supporting documehtation: for vendor-payments; 6) A gopyof the cancelledo check(s) speçific tot the project; and 7A copy ofithe bank Statement that includes thec cancelled check. The State may require ary, otherinformation from, Grantee that the State deems necessary to verify that thesvinvices haveb bensehderedaxder this Agtéement. AMaamasSAeN support payment requests must bes submitted with Grantee's invoice 8. FINANCIAL CONSEQVENCISEOR FAILURETO TIMELY AND SATISPACTORILY PERFORMBalure to completethe delivérables and/or tasks in accordance with the requirements oft this Agreement, and particular, as specified abovei in Section 4, DELIVERABLES, will result in Commerce's assessment oft the specified Fpanilf.conseguences. If: appropriate, should the Parties agree in writing toa corrective action plar anlieu of the-immediate imposition of financial consequences, the plan shall specify additional financial conseuencesito be applied after the effective date of the corrective action plan. This provision for financial consequences shall in no manner affect Commerce's rights under this Agreement, at law, ori in equity, includingsbut not limited to, Commerce's right to terminate this. Agreement as provided elsewhere: int this Agreement. Grantee's payment ofi imposed financial consequences shall bei in accordance 9. NOTIFICATION OF INSTANCES OF FRAUD: Upon discovery, Grantee shall report all known ors suspectedi instances of Grantee, or Grantee's agents, contractors, or employees, operational fraud or criminal activities to Commerce's. Agreement. Manageri in writing within twenty-four (24) chronological hours.  for Commerce's revc,  with applicable provisions oft this. Agreement, and this Scope of Work.  Page 25 of38    Commerce. Agreement No.: G0092  10. GRANTEE'S: RESPONSIBILITIES UPON TERMINATION: IfCommerce: issues al Noticed of Termination toGrantee, except as otherwise specifiedby Commercei int that notice, Grantee shall: (1) stop work under this Agreement ont the date and tot the extent specified in the notice; (2) complete performance ofs such part oft the work as shall not have! been terminated by Commerce; (3) take such action: as may be necessary, or as Commercei may specify, to protect and preserve any property whichi isi int the possession of Grantee andi in which Commerce has or may acquire an interest; and (4). upon the effective date of termination of this Agreement, Grantee shall transfer, assign, and make available to the Commerce all property and materials belonging to Commerce. No extra compensation will bep paidt to Grantee fori its services in connection with 11. NON-DISCRMINATION: Grantee shall not discriminate unlawfully against any individual employed in thcj performance of this Agreement because of race, religion,golor, gender, physical handicap unrelatedt tos such! person's abilityt toc engagei int this work, national origin, angestrysgr age. Grantee shall provide aharassment- free workplace, with any allegation ofl harassment tob be given priority attention and: action. Pursuant to thel NONEXPENDABLE: PROPERTYSeçiOn oft this Agteement, upon termination of this Agreement, Granteei is authorized tor retan oynershipvof any nonexpehdable property purchased under this Agreement; however, Granteel herebgrants to Commerce at rigltoff first refusali in alls such property prior to dispasition of any such preparty duringi ifs.depreciable life, accordance with the depreciation schedule in use by Grantee, Granteesshall proyide written notice ofany'such planned disposition and await Commerce's response prior todisposing oft the property. Disposition" as used herein, shalli include,! buti is notl limited to, Grantee nol longer using ther nonexpendable property for the uses authorized herein; thes sale, excange, transfer, tradean, or disposal of any such nonexpendable property. Commerce, in its sole disçrenons, may require Gmintee to refund to Commerce the fair market value oft the nonexpendable prèperty atthe time of disposition rather than taking possession Grantee shall provideadvance written rigtification toCommetce, if during che five-year period following the termination" Ofithis Agreement, Grantee proposés to take any action that will impact Grantee's ownerslup, of this Agreement property or modifthe use oft this Agreement property from the purposes authoried! hereiny Ife either of these situations arise, Commerce shall have the right, in Commerce's sole discrotion, todémand that Grantee rèimburse Commerce for part or allt the funding Upor temnatonof this Apreement, Grantee shall be authorized to retain ownership of the mprovements toi reproperty sciforth in this Agreementi in: accordance with the following 1) Grantee is authorized toetpin,ownership of thei improvements tor real property sol long: as: (1) Grantee pot sold,merged or acquired; (2) the real property subject to the improvements isayned by Grantee; and (3) the real property subject tot thei improvements 2)fwithin five years oft the termination oft this Agreement, Granteei is unable tos satisfy the requirements stateds above, Grantee shall notify Commerce in writing oft the circumstances that wilfresuln the deficiency upon leaming ofi it, but nol later than thirty (30) calendar days prioptot the deficiency occurring. Ins such event, Commerce: shalll have thet right, within itss sole discretion; tod demand reimbursement of part ora allt thef fundingprovidedi to Grantee ProjectJobs) Definitions and] Determination. Thef followingo definitions and1 procedures willl ber used inc determining: and reporting thet number ofr newj jobs created asa a result oft thel Project.  such transfer ora assignment.  12, DISPOSITION OFI PROJECTPROPERT)E:  oft thet nonexpendable: property.  providedeGratee underdis Agtcement  is used fort thej parposes providedi int this Agreement.  under this Agreement.  13. CRITERIA FORI MEASURING RETURN ON INVESTMENT:  Page 260 of38    Commerce. Agreement. No.: G0092  1)New Job - means a full-time salaried employee, or a full-time equivalent (an "ETE") employee who worksa atleast 35 paid! hours per week, created: as ai resulto oft thel Project. New Jobs may include positions obtained from a temporary employment agency or employee leasing company, through a union agreement, or co-employment under a professional employer organization agreement that result directly from the Project in this state. New Jobs may noti include temporary ors seasonal jobs associated with cyclical business activities, ort tos substitute for permanent employees ons al leave of absence, ort temporary construction jobs related to thel Project. In tabulatingl hours worked, any paidi leave ane employee takes during the pay period, such: as vacation ors sick leave, mayl bei included. Jobs only constitute New) Jobsi ift they are created on Or after thel Effective Date, and only ift they resulti in-a net increase in overall employment as ai result oft the Project. Jobs are not considered newi if they moved froma another Floridal locationt to thel location Ofthel Project, unless thes relocated positions arel back- filled witht neti new- to- Floridaf full-t timéequiyalent; jobs! payinga atl least the 2)1 Retained) Jobs - Retained Jobs arej jobs that would have been eliminated, Ori relocated to another Florida location or outside of the" STAtE, if theProject was not undèrtaken by 3) Leased] Employees- Leasede employees.mayl bècounted towardGrantee's jobs requirement iftheya aree engagedt tor meet an on-going labori réquirement diretlyléultingfromt thel Project. Independent Contractors meetingaties criteria ofleased employces-inay also be counted towards Grantee's job requirement sol longa as the actual wages paid, excadinge expenses, by abusiness: are documented on a form 1099Miscelincous) Income tot théindividual; person. Unless payments arei insubstance fori individonl independent contractors, payments made to limited liability companies or other businessentities (identified on the 1099 with an FEIN) generally do not qualifyas New Jobs aathey relate to the "fee-for-service" arrangement described beloy. Employees ofal business that has entered into a fee-for- service contract with al business bengfiengfcom the Projecti in which the primary purpose oft thec coptrictis to perform services (rathertian to providei individual employees) are not Projectjobs. Esamples of fee-tor-service contracts in which the service providers' employes are generally not considèred "New] Jobs" include, but are not limited to, mail- room seryices, janitorial and landséaping services, food-service providers, accounting services proxicled byindependent certified public accounting firms and legal services b. Calculation ofProicct) JobsThei followingmethods' willl beu usedt to determine thet number ofI Project 1)Monthly) Head. count OSalaricd Project) Jobs: For salaried) Project) Jobs, add the monthly totals ofs salariedfull- timej iobs and dividel byt the number oft months. 2) Monthly Averigeof! FTEProject. Jobs: Forl FTE: Project) Jobs, addt thel hours worked each monthl by! hourlyemployees: and dividel by1 151.6hours (1,820h oparyerdisidlyl 12, months) to,calculate the nyber of FTEI Project) Jobs. IfGranteei uses pay periods ofl less than one month,, total allthe reported hours worked by the FTEs during the Performance Certificntion: Périod: and divide by 1,820 (35 bours x. 52m weks)t to determine the average FTE employmenti for thel Period.: Noi individual may bec consideredi more than one! FTEregardless 3) New Job Calculation - The number of New Jobs created on or after the Effective Date must equal or exceed the number ofj jobs in existence prior to the Effective Date. The number of! New Jobs required tol be created in: accordance with this Scope of Work fort the applicable! performance period must exceedt ther number ofe existingi jobs plus the number of Determination of Capital Investment. Commerce: accepts as capitali investment so-called "hard" costs (such as construction and renovations of buildings, and acquisition of equipment) and "soft" costs (such as eligible capitalized labor, architectural: and engineering services, and document printing and mailing costs). Eligible capital investment expenditures are those that are ordered/invoiced and paidf for ond ora aftert thel Effectivel Date and beforet the Capital Investment: Date.  wage oft thet transferred position(s). Grantee.  Brovided byl lawirms.  Gbs.  oft ther nomber ofl hours workedk by such: individual. New) Jobs created in any performance! period.  Page 27 of38    Commerce. Agreement) No.: G0092  EndofExhibitA (SCOPE OFI WORK)-  -  S  -  Page 28 of38    Commerce. Agreement! No.: G0092  ExhibitB AUDITE REQUIREMENIS  The administration of resources awarded by Commerce to the recipient (herein otherwise referred to as "Grantee") mayl bes subject tos audits and/orr monitoring by Commerce: as described in this Exhibit B. MONITORING. In addition to reviews ofa audits conducted: in accordance with 2CFR 200, Subpart F- Audit! Requirements, ands section 215.97, Floridas Statutes (F.S.), as revised (see AUDITSE below), monitoring procedures mayi include, butr noth bel limitedt to, on-s sitey visitsl by Commerces staff, limiteds scopea auditsa as defined by2CFR $200.425, ord other procedurcs. By enteringi intot this agreement, the recipient agrees to comply and cooperate with any monitoring procedures or! processes deemed: ppopangCommerce Int the event the Commerce determines that a1 limiteds scope audit oft ther recipienti is appropdate, therecipient agreest to comply with any additional instructions provided by Commerce staff to cheregipient regarding such audit." The recipient further agrees to comply and cooperate with anyi inspections," ekiews, investigations, or audits deemed necessary by the Chiefl Financial Officer (CFO) or AuditoGeneral.* PARTI: FEDERALLYI FUNDED. This parti isappliçablei ift thégecipient isas stateor local govemment Oran nonprofit organization as definedi in 2CFR $200.90,$200.64, and's200.70. Ar recipient that expends $750,000.0r more in federal" awardsi ini its fiscal year must have a single or program- specific audit conductedi gecordance with thep Proyisions of20 CFR 200, Subpart F- Audit Requirements. EXHIBIT1 to this farm-lists the federal resQurçes awarded through Commercel by this agreement. In determining the féderal ayards expended inits fiscal year, the recipient shall consider alls sources off federal awards, including tederal resourceceived. from Commerce. The determination of amounts of federal warliyependelboula bei in accordance with the guidelines establishedi in 2CFR 99200:502-503.. An: audit oft the recipieatconducted by the Auditor General in accordance wichile provisionsof2CFR $200:514 will megtthe requirements oft this Part. 2. Fort thes audit requiremments addressedi in PartI,paragmaphi 1, ther recipient shall fulfill thei requirements relative to auditee epnipeapaidadi in2 2'9 GPRS $5200.508-512. 3. Aecpient thatependsl lessins $750,000.BTederala awardsi ini its fiscaly year is not required tol have ana audit codahs,sondmiaa the provisions of2CFR2 200, Subpart! F- Audit! Requirements. ifther recipient expendelesst than $750,000 in federal: awards ini its fiscaly year and elects tol have an audconducted: in accordance with the provisions of2CFR 200, Subpart F- Audit Requirements, the costoft the audit mustl bepaid from non-federal resources (ie, thec cost ofs such ana audit mustl be paid fromtecipient: resourcsobtained' from other than federal entities). PARTII: STATEFUNDED, Thisi partis isa applicablei ift the recipientis tisanonstatee entity as defined! by Section L Int thee event thatt ther recipient expendsat total amount ofstatef financial assistance equalt to ori ine excess of$750,000i in: any fiscal year ofs such recipient (forf fiscal years endingJ June 30, 2017, and thereafter), the recipient mustl haves as state single or project-specific: audit for such fiscal year in: accordancer with section 215.97, F.S.; Rule Chapter 691-5, F.A.C., State Financial. Assistance; and Chapters 10.550 (local governmental entities) and 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. EXHIBIT 1 to this form lists the state financial assistance awarded through Commercel byt this agreement. Inc determiningt thes statef financial assistance expended ini its fiscal year, the recipient shall consider alls sources ofs state financial assistance, including state financial assistance received from Commerce, other state agencies, and other nonstate entities. State financial assistance does noti include federal direct or pass-through awards and resources received by a nonstate entity  AUDITS.  215.97/2), Florida Statutes.  Page 29 of38    Commerce. Agreement No.: G0092  forf federal program matching requirements.  For the audit requirements addressed! in Part] II, paragraph 1, the: recipient shall ensuret that thes audit complies with the requirements of section 215.97(8), F.S. This includes submission ofai financial reporting package as defined by section 215.97(2), F.S, and Chapters 10.550 (local governmental entities) and 10.650 (nonprofit and for-profit organizations), Rules oft the Auditor General. 3. Ifther recipiente expends lesst than $750,000 in statef financial assistancei ini itsf fiscaly year (for fiscal years ending] June 30,2 2017,a andt thereafter), an: audit conductedin: accordance witht theprovisions ofs section 215.97, F.S., is not required. Ift the recipient expends less than $750,000 in state financial assistance ini its fiscal year ande elects tol have an audit conducted in accordance with thej provisions ofs section 215.97,F.S., the cost oft the audit must be! paid from ther nonstate entity's resources (e, the cost of such an audit must bep paidf from the recipient's resources obtained from other than state entities). (NOTE: Thisp party onldl bes used lo perify any additionala auditr nguirmgit-impond! bus State amarding entily thato ars soky amallers efthats State apardnge entiby'sp poligy (ie, the anditi is noty rfirbFrderalo orstae lans and ir moti in conflict with other Federalo or State audit nguirments). Pursuant 1o. Sertioni5.97(8) Florida, StatuteState agendies may conduct or amange fora aidits gfsatef fnancial assistance thata ari ind additigilo audits condugtedi ina accordance h Section 215.97, Florida Statutes. Ins sucb ane event, the. State amarding qgengy must amngerfandng ifalasto ofsuch adattbnala audits)  PARTIII: OTHER. AUDITI REQUIREMENIS.  N/A  PARTI IV: REPORT: SUBMISSION.  1 Copies of reporting packages for auditsçonducted ina accordancevich? 2CFR: 200, Subpart F- Audit Requirements, and required by PartIoft this formishall be submitted, when required by 2 CFR 5200.512, by or on bchalf of the recipiènpdirectly" tothe Federal Audit Clearinghouse (FAC) as The FAC's website.provides adata entry system and requifed forms for submitting the single audit reporting package. Updates tothel location of the.FAÇ: and data entry system may be found at the 2 Copies off finndalreporting Bickages requiredby! Part II of this form shall bes submitted by or on  providedi in 20 CFR200.36and $200.512.  OMB website.  behalf oft the recipicntdirectiy toéach oft the Following: Commerce ate each ofthe follgiving: addresses: Electfonic copies (preferred): Amitlamyloridk.om  or Paper (hard copy): Department of Commerce MSC#7 75, Caldwel! Building 1071 East Madison Street Tallahassee, FL32399-4126  b. The Auditor General's Office at the follovingaddress: Auditor General Local Government Audits/342 Claude Pepper Building, Room 401 111 West Madison Strect Tallahassee, Florida 32399-1450 clectronic copy ofat financial reportingpackage.  The Auditor General's website atps/fnuditorgov!), provides instructions for filing an  Page 30 of38    Commerce. Agreement) No.: G0092  Copies ofr reports ort the management letter required by Part III oft this form shall bes submitted1 by  or onb behalf oft the cecipient directly to: Electronic copies (preferred): Audidamylpilhacom  or Paper (hard copy): Department of Commerce MSC# 75, Caldwell Building 1071 East Madison Street Tallahassee, FL. 32399-4126  4. Any reports, management letters, or otheri information required tobes submitted Commerce pursuant tot this agreement shall bes submitted timelyi in: accordancer withgcFR $200.512, section 215.97,F.S., and Chapters 10.550 (ocal governmental entities), and" 10,650 (nonprofit and for-profit Recipients, whens submittingf financial reportingpackagest toCommerce foruditsd doneina accordance with 2CFR: 200, Subpart F- Audit Requirements, or Chapters 10.550 (ocilaovernmenta!. entities) and 10.650 (nonprofit and for-profit organigations), Rules Ofthe Auditor Géneral, should indicate the date that the reporting package was deliveredto. the recipient in cumeponsytompyng PART V: RECORD RETENTION. Sble recipient shall retain sufficient records demonstrating its compliance with the terms oft this Agreement foraperiod of five (5)yars from the date the audit reporti is issued, or five. (5) state fiscal years after allr reporting requirements are salisfiedand final payments have becn received, whichever periodi isl longer, and shall aljow Gommerce, or its designee, CFO, or Auditor General access tos such records upon request Ther recipient Shille ensurei thabaudits working papers aret made available to Commerce, ori its designeeCFO, bAuditor Generaluponi request fora period of five (5)) years from the date the audit report is issuedunless extended in writing by Commérce. In addition, if any litigation, claim, negotiation, audit, or other-aetion inyolving the records has been started prior to the expiration of the controlingperiod: asi identified" aloye, deteçords shallbei retaimed until completion ofthea action: and: resolution of alli issues" whicharise from it, aruntil thexend, of the çontrolling, period as identificd above, whicheveri is  organizations), Rules oft the Auditor General, as appliçable  thet reporting package.  longer.  RemainderpcPage Intentionally. Left Blank-  Page 31 of 38    Commerce. Agreement! No.: G0092  EXHIBITIto ExhibitB  FUNDINGRESOURCESFEDERAL: RESOURCES. AWARDED: TOTHE SUBRECIPIENT PURSUANTTO THIS. AGREEMENT CONSIST OFTHE: FOLLOWING:  Federal Awarding Agency  U.S. Treasury 21.027. $4,210,00000  Catalog of Federall Domestic. Assistance' Title Coronavirus State and Local Fiscall Relief Fund  Catalog of Federall Domestic. Assistance  Number Award Amount  COMPLIANCE REQUIREMENIS. APPLICABLEOTHEI FEDERALRESOURCES AWARDED! PURSUANTTO THIS AGREEMENT ARE AS FOLLOWS:  The Subrecipient shall perform the obligations-as set fprtip this Agreement including any The! Subrecipient shall comply withSection 603 oft the Atherican Rescue Plan Act (March 11, 2021), regulations adoptedby' Treasury pursuanbto section 603(0) ofthe Act, and guidancei issued by Treasury Commerce will provide funds tot the Subxecipienthyisuing: one ofmbrel Notice ofs Subgrant Award/ / Funds Availability (NFA") through Commerce's sBubrecipient Enterprise Resource Application ("SERA")- Each) NFAilinclude: specific terms, conditions," 'assurances, restrictions,' or other instructions: appliçable tothe funds provided by the NFA: The Subrecipient: shall be governed by all applicablelaws, rulesand regulations, including, but not necessarily limited to, those identified in AwardTerms Conditions and,Other Instructions oft the Subrecipient's NFA. The Subrecipient shallcomplwith all terns contained within an NFA as a condition pregedenftothe receipt affunds andasan origoing condition to the use and expenditure of STAE RESOURCES AWARDED' TOTHE SUBRECIPIENT PURSUANT TO THIS  attachments or exhibits thereto. regarding these funds.  the'f funds.  AGREEMENT CONSIST OFAHEI FOLLOWING: MATCHINGI RESOURCES) FORFEDERALI PROGRAMS: UBECTTOSECTN2BYAPIORIDASTATUTES:  Federal Program: N/A State Project: State Awarding Agency Catalog ofs Statel Financial Assistance' Title Catalog of Statel Financial Assistance. Number  Page 32 of38    Commerce. Agreement No.: G0092  Award Amount  $0.00  COMPLIANCE REQUREMENTS APPLICABLE TO STATE RESOURCES AWARDED NOTE: Title 45 CFR. 75.352 and section 215.97(5), Florida Statutes, require that the information about Federal) Programs and Statel Projects includedi in Attachment 1be provided tot the Subrecipient.  PURSUANTTOTIHIS/ AGREEMENTARE/ AS FOLLOWS:  Remainder ofPagel Intentipalyteh Blank  3 aS  -    Page 33 of38    Commerce. Agreement No.: G0092  ExhibitC  AUDIT COMPLIANCE CERTIFICATION  Grantee! Name:, FEIN: Contact Person Name and Phone! Number:, Contact Person) Email Address:,  Grantee's Fiscal Year:.  1. Did Grantee expend state financial assistance, duringi its fiscal year, that it received under any agreement (eg, agreement, grant, memorandum of agreement, memorandum of understarding, economic incentive award agreement, ctc.)! between Grantee: and the) Department of Commerce (Commeree)? Yes No Ifthea above answerisy yes, also answer the following! beforej proceeding toitem 2: Did Grantee expend $750,000 or more ofs state financial assistAncefrom Comrerce and all other sources of state financial assistance combined) duringi its fiscal year? Yest Ifyes, Grantec certifies that it will timely complyewith all appliçable state singleor project-specific audit requirements ofs section 215.97, Florida! Statutes,and the appliçable rules oftie-Départment of Financial Services and the Auditor General. Did Grantee expend federal awards, duringi fiscaly yeart that it receixed under any agreement (eg, agreement, grant, memorandum ofa agreement, memorandum afunderstanding, ecpnomici incentive: award agreement, etc.) between Grantee and Commerce? Yes Ift the above answeri isy yes, alscanswer the followingpéfore proceeding! to.execution oft this certification: Did Grantee expend $759,000 or morein federal awagds (from Gommerce and all other sources of federal awvards combined) duringi its fisçaly year Yes Ifyes, Grantges errifies thati it witimelcomply withall applicable single or program-specific: audit requirements of2CFRPart 200, Subpart F, asrvised. By signing! below,I Icertify, ombehalf ofGrantee, that the above representations fori items 1 and 2 are  No  true and correct.  Signature of Authorzed Representatiye Printed Name of  Date  Title of Authorized] Representative  *  Page 34 of38    Commerce. Agreement No.: G0092  EXHIBITD Grante'Resolutiol  Commented [WS41Pleases supplys city resolation  Page 35 of38    Commerce. Agreement No.: G0092  EXHIBITE  NOTICE OFC COMPLETION/ ANDI ENGINEER'S CERTIFICATION OF COMPLIANCE  NOTCEOECOMPIETION FLORIDA JOB GROWTH GRANTI FUND AGREEMENT Between THE FLORIDA DEPARIMENTOF COMMERCE  and.  PROJECT DESCRIPTION: Commerce. Agreement No.  In accordancé with the Terms and Conditions of undersigned provides notification that the work  Agreement, the of,  20 By:. Name:. Title:.  EMGNIEANSCERTEATONOECONPIANCE:  In accordance with the Terms and Conditions of thèFlorida Job Growth Grant Fund Agreement, the undersigned certifies that ally vohidhriginaly requiret çertification byal Professional Engineer has been completed in gompliange with thepidject constuçtion plans and specifications. Ifany deviations have been made fromthe approvedplans, a listofa all deviati@nsalong with an explanation that justifies the reason to accept eadi deviation, willl beâttached talhis Certification. Also, with submittal oft this certification, Grantee shall, fimish Commerceas set Ofas-L buile" plaps çertified by thel Engineer ofl Record/CEI.    By:. Name:. Date:  P.E.  SEAL:  Page 36 of38    Commerce. Agreement. No.: G0092  Exhibit F  STATE ANDI FEDERALSTAIVIE, REGULATIONS, ANDI POLICIES The Grantee agrees to, and, bys signingt this Agreement, certifiest that,i its shall complyy with alla applicable Federal, State and local laws, regulations, and policies governing the funds provided under this Agreement, including, 1. Section 603 oft the American Rescuel Plan Act (March 11, 2021), regulations adopted by" Treasury pursuant tos section 603() oft the Act, and guidancei issuedi by" Treasury regarding the foregoing. 2. The Grantee also agrees to comply with all other applicable federals statutes, regulations, and executive orders, and The Grantees shall provide for such compliance by other particig any agreementsi it cnters into Federal regulations applicable tot this awardi include, withourl limitanonthef following: Uniform Administrative Requirements,' Cost M-ayismat for Federal Awards, 2C.F.R. Part 200, othert than: suchj provisions: as' Treasary may determinearei inapplicable tot this Award ànd subject to such exceptions as may be othgrivise provided by" treasury. Subpart F- Audit Requirements oft the Uniform Guidance, implem.enting the Single Audit. Acshall apply to this award. Universal Identifier and Systcm for Award Management (SAM,2CFR: Pac25, pursuant to which thea award terms set forth in Appendix A to 2CPR Part 25i islercbyi incorporately geference. Reporting Subaward and] Executive Companstioialomaa 2.F.R.I Part 170pursuantt to which thea award terms set forth in Appendix. At to2C.FR. Party0i is hercbyi incorporatod by reference. d. OMB Guidelines tol Agencies on Gaternmentivide) Debamment and Suspension Nomprocarement,2 C.F.R. Part 180, including the requirenent toi include a temor condition in alll lower tier covered transactions (contracts and subcontracts described in 2CFArt 180, subpart B) chat the awardi is subject to 2CER.I Part 180: and Treasurylsi implenfeating regulatont31 C.F.R. Pact 19. Recipient Integrity and-Performance Maters.pursumnto: whicht the award tenm set forthi in2C.ER. Part 200, Appends.r-oPat: 200i is herebyi incopomitagecone Requirements forprug-F FrecWorkplace, 31 G.R. Part 20, Newl Restrictions onLobbying31 CFR. Part 24. Uniform Relocation) Assistanccandl Reall ProperiyAquisitions: Act of 1970 (42U.S.C. SS 46014655) andi implementing: regultons Gepeailyappllle aairpioamabstd. regulations. 3. Statytes andi plaunegphahaglacinmtbmpiaule. tot this awardi include, without limitation, the following Tidle VI oft the Civil Rigits Act of1964(42 U.S.C. SS 2000d ct seq,) and Treasury's implementing regulltigns at 31 C.ER. PrE22, whigh prohibit discrimination on thel basis of racc, color, or national Uniform Administrative Reyirements, Costl Principles, and Audit! Requirements for Federal Awards, The Fair HousingAct, Tie VIII oft the Civill Rights Act of 1968 (42 U.S.C. SS 3601 cts seq.), which prohibits discrimination m housing on the basis ofr race, color, religion, national origin, sex, familial d. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. $ 794), which prohibits discrimination on the basis of disability under any pxogram or activity receiving federal financial The Age Discrimination Act of 1975, as amended (42 U.S.C. SS 6101 et seq), and Treasury's implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of: age in TitleII of the Americans with Disabilities. Act of1 1990, as amended (42 U.S.C. 551 12101 ets seq.), which prohibits discrimination on thel basis of disability under progrms, activities, and services provided or made availablel by state and localg governments ori instrumentalities or agencies thereto. 4. Hatch Act. Grantee: agreest to comply, as applicable, with requirements oft thel Hatch Act (50 U.S.C. $6 1501-  but notl limited tot the following:  with other parties relatingt to this award.  origin under programs or aclyitics receiving fedem! financial: assistance;  2C.F.R. Part2pg; status, ord disability assistance;  programs or activities receiving federalf financial assistance; and  1508: and 7324-7328).  Page 37 of38    Commerce. Agreement) No.: G0092  False Statements. Grantee understands1 thatr makingf falses statements or claims inc connection witht this award isay violation oft federal law and may resulti inc criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, 6. Publications. Any publications produced with funds from this award must displayt the following language: "This] project [is beingl! fwas) supported, inv whole ori inp part, by federai award number [enter project! FAIN] The acceptance oft this award by the Grantee does noti in any way establish an agency relationship Ina accordance with 41 U.S.C. $4712, Grantee may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any oft thel list ofparseps or entities provided below, information that the employee reasonably believes is evidence gfg gross mismanagement ofa federal contract or grant, a gross waste off federal funds, ana abuse ofautbgrity relatingt tos ai federal contract or grant,a as substantial: ands specifice dangert top publicl healtho orgaféty, orawiolation ofl law, ruie, orr regulation related toaf federal contract (including thec competitionfordr: negotiation ofa contract) or grant. This includesa al nanagement official or other employee gfthe Grantee, contractor, ors subcontractor whol has Grantee shall informi its employeesi inv writing, ofther rights: and remedies providedunder this section, in Increasing Seat Belt Usei int the United States. Punuriegpheoale 13043, 62) BR49217(Apr. 18, 1997). Grantee should encourage its contractors to adoptand" enforce on-the job seat belt policies and programs fort their employees when opentingo company-ownetnted. or personally owned vehicles. 10. Reducing" Text? Messaging While DrivingaPlrsugntt toE ExecutiveOrder 13513, 741 FR: 51225 (Oct. 6, 2009), Grantee should encourage its employees, Sybrecipients, and contraetors to adopt and enforce policies that  and/or any other remedy available byl law.  awarded to [name ofE Recipient] by the U.S. Department oft the Treasury."  7. Disclaimer.  between thel Uniteds States and Grantee. Protections for Whistleblowers.  ther responsibility toi investigate, discover, or address misconduct. thep predominant nativel language oft thev workforce  ban text messaging while driving, and accidents caused by distraçted drivers. -  establish warkplace safety policies to decrease  55  Page 38 of38