2024-01-02 VI. C. Ratify Grant Agmt No. P0497, Exhibit 5 DocuSign Envelope ID:760DC4A8-E842-40B7-8210E44705AB68 • Exhibit 5
DocuSign Envelope ID:760DC4A8-E842-40B7-821 C-AAE44705AB68 01/02/2024
Agreement#P0497
COMMUNITY PLANNING TECHNICAL ASSISTANCE
GRANT AGREEMENT
STATE OF FLORIDA
DEPARTMENT OF COMMERCE
THIS GRANT AGREEMENT("Agreement")is made and entered into by and between the State of Florida,
Department of Commerce ("Commerce"),and the City of Okeechobee, Florida ("Grantee"). Commerce
and Grantee are sometimes referred to herein individually as a"Party"and collectively as"the Parties."
WHEREAS, Commerce has the authority to enter into this Agreement and distribute State of
Florida funds ("Award Funds") in the amount and manner set forth in this Agreement and in the following
Attachments incorporated herein as an integral part of this Agreement:
• Attachment 1:Scope of Work
• Attachment 1-A:Invoice: Grantee's Subcontractor(s) (Contractual Services)
• Attachment 1-B: Invoice: Grantee's Employee(s)
• Attachment 1-C: Invoice:Combination of Grantee's Subcontractor(s)and Grantee's
Employee(s)
• Attachment 1-D:Grant Agreement Final Closeout Form
• Attachment 1-E:SERA Access Authorization Form(form provided after execution of this
agreement)
• Attachment 2 and Exhibit 1 to Attachment 2:Audit Requirements
• Attachment 3:Audit Compliance Certification
WHEREAS, the Agreement and its aforementioned Attachments are hereinafter collectively
referred to as the "Agreement", and if any inconsistencies or conflict between the language of this
Agreement and its Attachments arise,then the language of the Attachments shall control,but only to the
extent of the conflict or inconsistency;
WHEREAS, Grantee hereby represents and warrants that Grantee's signatory to this Agreement
has authority to bind Grantee to this Agreement as of the Effective Date and that Grantee, through its
undersigned duly authorized representative in his or her official capacity, has the authority to request,
accept,and expend Award Funds for Grantee's purposes in accordance with the terms and conditions of
this Agreement;
NOW THEREFORE,for and in consideration of the covenants and obligations set forth herein and
for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,
the Parties intending to be legally bound hereby agree to perform the duties described herein in this
Agreement as follows:
A.AGREEMENT PERIOD
This Agreement is effective as of July 1, 2023 (the "Effective Date") and shall continue until the
earlier to occur of(a)June 30, 2024 (the "Expiration Date") or(b)the date on which either Party
terminates this Agreement (the"Termination Date"). The period of time between the Effective
Date and the Expiration Date or Termination Date is the"Agreement Period."
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B. FUNDING
This Agreement is a cost reimbursement Agreement.Commerce shall pay Grantee up to Twenty
Thousand Dollars and Zero Cents($20,000.00)in consideration for Grantee's performance under
this Agreement. Commerce, in its sole and absolute discretion,may provide Grantee an advance
of Award Funds under this Agreement. Travel expenses are authorized under this Agreement.
Grantee shall submit bills for such travel expenses and shall be reimbursed only in accordance
with Section(s.) 112.061, Florida Statutes (F.S.), and the Invoice Submittal Procedures delineated
in Attachment 1, Scope of Work. Commerce shall not pay Grantee's costs related to this
Agreement incurred outside of the Agreement Period. In conformity with s. 287.0582, F.S., the
State of Florida and Commerce's performance and obligation to pay any Award Funds under this
Agreement is contingent upon an annual appropriation by the Legislature. Commerce shall have
final unchallengeable authority as to both the availability of funds and what constitutes an
"annual appropriation" of funds. Grantee shall not expend Award Funds for the purpose of
lobbying the Legislature, the judicial branch, or a state agency. Grantee shall not expend Award
Funds to pay any costs incurred in connection with any defense against any claim or appeal of the
State of Florida or any agency or instrumentality thereof (including Commerce); or to pay any
costs incurred in connection with the prosecution of any claim or appeal against the State of
Florida or any agency or instrumentality thereof(including Commerce),which Grantee instituted
or in which Grantee has joined as a claimant. Grantee shall either (i) maintain Award Funds in a
separate bank account, or(ii) expressly designate in Grantee's business records and accounting
system that the Award Funds originated from this Agreement. Grantee shall not commingle
Award Funds with any other funds. Commerce may refuse to reimburse Grantee for purchases
made with commingled funds. Grantee's costs must be in compliance with all laws, rules, and
regulations applicable to expenditures of State funds, including the Reference Guide for State
Expenditures (https://www.mvfloridacfo.com/docs-sf/accounting-and-auditing-libraries/state-
agencies/reference-guide-for-state-expenditures.pdf?sfvrsn=b4cc3337 2).
C. ELECTRONIC FUNDS TRANSFER
Within 30 calendar days of the date the last Party has signed this Agreement, Grantee shall enroll
in Electronic Funds Transfer (EFT) from the State's Chief Financial Officer. A copy of the
Authorization form can be found on the vendor instruction page at:
https://www.mvfloridacfo.com/division/aa/vendors. Any questions should be directed to the
Direct Deposit Section of the Division of Accounting and Auditing at (850) 413-5517. Once
enrolled, invoice payments shall be made by EFT.
D. RENEGOTIATION OR MODIFICATION
The Parties agree to renegotiate this Agreement if federal and/or state revisions of any applicable
laws or regulations make changes to this Agreement necessary. In addition to changes
necessitated by law,Commerce may at any time, with written notice to Grantee, make changes
within the general scope and purpose of this Agreement, at Commerce's sole and absolute
discretion. Such changes may include modifications of the requirements, changes to processing
procedures, or other changes as decided by Commerce. Grantee shall be responsible for any due
diligence necessary to determine the impact of each aforementioned modification or change.Any
modification of this Agreement Grantee requests must be in writing and duly signed and dated by
all Parties in order to be valid and enforceable.
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E.AUDIT REQUIREMENTS AND COMPLIANCE
1. Section 215.971,Florida Statutes("F.S."). Grantee shall comply with all applicable provisions
of s. 215.971, F.S., and Attachment 2 and Exhibit 1 to Attachment 2: Audit Requirements.
Grantee shall perform the deliverables and tasks set forth in Attachment 1, Scope of Work.
Grantee may only expend Award Funds for allowable costs resulting from obligations incurred
during the Agreement Period. Grantee shall refund to Commerce any: (1) balance of
unobligated Award Funds which have been advanced or paid to Grantee;or(2)Award Funds
paid in excess of the amount to which Grantee is entitled under the terms and conditions of
this Agreement and Attachments hereto, upon expiration or termination of this Agreement.
2. Audit Compliance. Grantee understands and shall comply with the requirements of s.
20.055(5),F.S. Grantee agreesto reimburse the State for the reasonable costs of investigation
the Inspector General or other authorized State official incurs for investigations of Grantee's
compliance with the terms of this or any other agreement between the Grantee and the State
which results in the suspension or debarment of Grantee. Grantee shall not be responsible
for any costs of investigations that do not result in Grantee's suspension or debarment.
F. RECORDS AND INFORMATION RELEASE
1. Records Compliance. Commerce is subject to the provisions of chapter 119, F.S.,relating to
public records. Any document Grantee submits to Commerce under this Agreement may
constitute public records under the Florida Statutes.Grantee shall cooperate with Commerce
regarding Commerce's efforts to comply with the requirements of chapter 119, F.S. Grantee
shall respond to requests to inspect or copy such records in accordance with chapter 119, F.S.
for records made or received by Grantee in connection with this Agreement. Grantee shall
immediately notify Commerce of the receipt and content of any request by sending an e-mail
to PRReauestPcommerce.fl.gov within one (1) business day after receipt of such request.
Grantee shall indemnify,defend,and hold Commerce harmless from any violation of Florida's
public records laws wherein Commerce's disclosure or nondisclosure of any public record was
predicated upon any act or omission of Grantee. As applicable,Grantee shall comply with s.
501.171, F.S. Commerce may terminate this Agreement if Grantee fails to comply with
Florida's public records laws.Grantee shall allow public access to all records made or received
by Grantee in connection with this Agreement, unless the records are exempt from s. 24(a)
of Article I of the State Constitution or s. 119.07(1), F.S.
2. Identification of Records. Grantee shall clearly and conspicuously mark all records submitted
to Commerce if such records are confidential and exempt from public disclosure. Grantee's
failure to clearly mark each record and identify the legal basis for each exemption from the
requirements of chapter 119, F.S., prior to delivery of the record to Commerce serves as
Grantee's waiver of a claim of exemption. Grantee shall ensure that public records that are
exempt or confidential and exempt from public records disclosure requirements are not
disclosed except as authorized by law for as long as those records are confidential and exempt
pursuant to Florida law. If Commerce's claim of exemption asserted in response to Grantee's
assertion of confidentiality is challenged in any court of law, Grantee shall defend,assume,
and be responsible for all fees,costs,and expenses in connection with such challenge.
3. Keeping and Providing Records. Commerce and the State have an absolute right to view,
inspect,or make or request copies of any records arising out of or related to this Agreement.
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Grantee has an absolute duty to keep and maintain all records arising out of or related to this
Agreement. Commerce may request copies of any records made or received in connection
with this Agreement,or arising out of Grantees use of Award Funds,and Grantee shall provide
Commerce with copies of any records within ten(10)business days after Commerce's request
at no cost to Commerce. Grantee shall maintain all books, records, and documents in
accordance with generally accepted accounting procedures and practices which sufficiently
and properly reflect all expenditures of Award Funds. For avoidance of doubt, Grantee's
duties to keep and provide records to Commerce includes all records generated in connection
with or as a result of this Agreement. Upon expiration or termination of this Agreement,
Grantee shall transfer, at no cost,to Commerce all public records in possession of Grantee or
keep and maintain public records required by Commerce to perform the service. If Grantee
keeps and maintains public records upon completion of this Agreement, Grantee shall meet
all applicable requirements for retaining public records. All records stored electronically must
be provided to Commerce, upon request from Commerce's custodian of records,in a format
that is compatible with the information technology systems of Commerce.
4. Audit Rights. Representatives of the State of Florida, Commerce, the State Chief Financial
Officer, the State Auditor General, the Florida Office of Program Policy Analysis and
Government Accountability or representatives of the federal government and their duly
authorized representatives shall have access to any of Grantee's books, documents, papers,
and records, including electronic storage media,as they may relate to this Agreement,for the
purposes of conducting audits or examinations or making excerpts or transcriptions.
5. Single Audit Compliance Certification. Annually within 60 calendar days of the close of
Grantee's fiscal year, Grantee shall electronically submit a completed Audit Compliance
Certification (a version of this certification is attached hereto as Attachment 3) to
Auditpcommerce.fl.eov. Grantee's timely submittal of one completed Audit Compliance
Certification for each applicable fiscal year will fulfill this requirement for all agreements
between Commerce and Grantee.
6. Ensure Compliance. Grantee shall ensure that any entity which is paid from, or for which
Grantee's expenditures will be reimbursed by, Award Funds, is aware of and will comply with
the aforementioned audit and record keeping requirements.
7. Contact Custodian of Public Records for Questions. IF THE GRANTEE HAS
QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE GRANTEE'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS by telephone at (850) 245-7140, via e-mail at
PRRequest[commerce.fl.gov, or by mail at Department of Commerce,
Public Records Coordinator, 107 East Madison Street, Caldwell Building,
Tallahassee, Florida 32399-4128.
G.TERMINATION AND FORCE MAJEURE
1. Termination due to Lack of Funds: In the event funds to finance this Agreement become
unavailable or if federal or state funds upon which this Agreement is dependent are
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withdrawn or redirected, Commerce may terminate this Agreement upon no less than 24
hour written notice to Grantee. Commerce shall be the final authority as to the availability
of funds and will not reallocate funds earmarked for this Agreement to another program thus
causing "lack of funds." In the event of termination of this Agreement under this provision,
Grantee will be paid for any work satisfactorily completed prior to notification of termination.
The lack of funds shall not constitute Commerce's default under this Agreement.
2. Termination for Cause: Commerce may terminate the Agreement if Grantee fails to: (1)
deliver the services within the time specified in the Agreement or any extension;(2)maintain
adequate progress,thus endangering performance of the Agreement; (3) honor any term of
the Agreement;or(4)abide by any statutory,regulatory,or licensing requirement. The rights
and remedies of Commerce in this clause are in addition to any other rights and remedies
provided by law or under the Agreement. Grantee shall not be entitled to recover any
cancellation charges or lost profits.
3. Termination for Convenience: Commerce, by written notice to Grantee, may terminate this
Agreement in whole or in part when Commerce determines in Commerce's sole and absolute
discretion that it is in Commerce's interest to do so. Grantee shall not provide any deliverable
pursuant to Attachment 1:Scope of Work after it receives the notice of termination, except
as Commerce otherwise specifically instructs Grantee in writing. Grantee shall not be entitled
to recover any cancellation charges or lost profits.
4. Grantee's Responsibilities Upon Termination:If Commerce issues a Notice of Termination to
Grantee,except as Commerce otherwise specifies in that Notice,Grantee shall: (1)Stop work
under this Agreement on the date and to the extent specified in the notice; (2) complete
performance of such part of the work Commerce does not terminate;(3)take such action as
may be necessary,or as Commerce may specify,to protect and preserve any property which
is in the possession of Grantee and in which Commerce has or may acquire an interest;and
(4)upon the effective date of termination,Grantee shall transfer,assign,and make available
to Commerce all property and materials belonging to Commerce pursuant to the terms of this
Agreement and all Attachments hereto. Grantee shall not receive additional compensation
for Grantee's services in connection with such transfers or assignments.
5. Force Majeure and Notice of Delay from Force Majeure. Neither Party shall be liable to the
other for any delay or failure to perform under this Agreement if such delay or failure is
neither the fault nor the negligence of the Party or its employees or agents and the delay 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, or for any of the foregoing that affects
subcontractors or suppliers if no alternate source of supply is available. However,in the event
of delay from the foregoing causes,the Party shall take all reasonable measures to mitigate
any and all resulting delay or disruption in the Party's performance obligation under this
Agreement. If 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
the Agreement to either Party. In the case of any delay Grantee believes is excusable under
this FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE section, Grantee shall
notify Commerce in writing of the delay or potential delay and describe the cause of the delay
either: (1)within ten (10) calendar days after the cause that creates or will create the delay
first arose, if Grantee could reasonably foresee that a delay could occur as a result; or (2)
within five (5) calendar days after the date Grantee first had reason to believe that a delay
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could result, if the delay is not reasonably foreseeable. THE FOREGOING SHALL CONSTITUTE
GRANTEE'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict
accordance with this FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE section
is a condition precedent to such remedy. Commerce, in its sole discretion,will determine if
the delay is excusable under this FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE
MAJEURE section and will notify Grantee of its decision in writing. No claim for damages,
other than for an extension of time, shall be asserted against Commerce. Grantee shall not
be entitled to an increase in the Agreement price or payment of any kind from Commerce for
direct,indirect,consequential,impact,or other costs,expenses or damages,including but not
limited to costs of acceleration or inefficiency arising because of delay, disruption,
interference, or hindrance from any cause whatsoever. If performance is suspended or
delayed,in whole or in part, due to any of the causes described in this FORCE MAJEURE AND
NOTICE OF DELAY FROM FORCE MAJEURE section, after the causes have-ceased to exist,
Grantee shall perform at no increased cost, unless Commerce determines, in its sole
discretion,that the delay will significantly impair the value of the Agreement to Commerce or
the State,in which case, Commerce may terminate the Agreement in whole or in part.
H. BUSINESS WITH PUBLIC ENTITIES
Grantee is aware of and understands the provisions of s. 287.133(2)(a), F.S.,and s. 287.134(2)(a),
F.S. As required by s. 287.135(5), F.S.,Grantee certifies that it is not: (1)listed on the Scrutinized
Companies that Boycott Israel List,created pursuant to 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
Companies with Activities in the Iran Petroleum Energy Sector List,created pursuant to s.215.473,
F.S.; or (4) engaged in business operations in Cuba or Syria. Commerce may immediately
terminate this Agreement if Grantee submits a false certification as to the above,or if Grantee is
placed on the Scrutinized Companies that Boycott Israel List, engages in a boycott of Israel, is
placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies
with Activities in the Iran Petroleum Energy Sector List, or has engaged in business operations in
Cuba or Syria.
I.CONTINUING DISCLOSURE OF LEGAL PROCEEDINGS.(Not applicable)
J. ADVERTISING AND SPONSORSHIP DISCLOSURE
1. Limitations on Advertising of Agreement. Commerce does not endorse any Grantee,
commodity, or service. Unless authorized under the scope of work,subject to chapter 119,
F.S., Grantee shall not publicly disseminate any information concerning this Agreement
without prior written approval from Commerce,including,but not limited to mentioning this
Agreement in a press release or other promotional material, identifying Commerce or the
State as a reference, or otherwise linking Grantee's name and either a description of the
Agreement or the name of Commerce or the State in any material published, either in print
or electronically,to any entitythat is not a Party to this Agreement,except potential or actual
employees,agents, representatives, or subcontractors with the professional skills necessary
to perform the work services required by the Agreement.
2. Disclosure of Sponsorship. As required by s. 286.25, F.S., if Grantee is a nongovernmental
organization which sponsors a program financed wholly or in part by state funds, including
any funds obtained through this Agreement, it shall, in publicizing,advertising,or describing
the sponsorship of the program, state: "Sponsored by (Grantee's name) and the State of
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Florida, Department of Commerce." If the sponsorship reference is in written material, the
words "State of Florida, Department of Commerce" shall appear in the same size letters or
type as the name of the organization.
K. INVOICES AND PAYMENTS
1. Grantee will provide invoices in accordance with the requirements of the State of Florida
Reference Guide for State Expenditures (https://www.myfloridacfo.com/docs-sf/accounting-
and-auditing-Iibra ries/state-agencies/reference-guide-for-state-
expenditures.pdf?sfvrsn=b4cc3337 2), with detail sufficient for a proper pre-audit and post-
audit thereof. Grantee shall comply with the Invoice Submittal and Payment provisions of
Section 10 of Attachment 1,Scope of Work,and with the following requirements:
a. Invoices must be legible and must clearly reflect the goods/services that were provided
in accordance with the terms of the Agreement for the invoice period. Payment does not
become due under the Agreement until the invoiced deliverable(s) and any required
report(s)are approved and accepted by Commerce.
b. Invoices must contain the Grantee's name, address, federal employer identification
number or other applicable Grantee identification number, the Agreement number,the
Grantee's invoice number,an invoice date, the dates of service,the deliverable number,
a description of the deliverable, a statement that the deliverable has been completed,
and the amount being requested. Commerce or the State may require any additional
information from Grantee that Commerce or the State deems necessary to process an
invoice.
c. Invoices must be submitted in accordance with the time requirements specified in the
Scope of Work.
2. If the Grantee is a county or municipality that is a rural community or rural area of opportunity
as those terms are defined in section 288.0656(2), F.S., the payment of submitted invoices
may be issued for verified and eligible performance that has been completed in accordance
with the terms and conditions set forth in this Agreement to the extent that federal or state
law, rule, or other regulation allows such payments. Upon meeting either of the criteria set
forth below,the Grantee may elect in writing to exercise this provision.
a. A county or municipality that is a rural community or rural area of opportunity as those
terms are defined in section 288.0656(2),F.S.,that demonstrates financial hardship;or
b. A county or municipality that is a rural community or rural area of opportunity as those
terms are defined in section 288.0656(2), F.S., and which is located in a fiscally
constrained county, as defined in section 218.67(1). If the Grantee meets the criteria set
forth in this paragraph, then the Grantee is deemed to have demonstrated a financial
hardship.
3. At Commerce's or the State's option, Grantee may be required to invoice electronically
pursuant to guidelines of the Department of Management Services.
4. Payment shall be made in accordance with s. 215.422, F.S., Rule 691-24, F.A.C., and s.
287.0585, F.S., which govern time limits for payment of invoices. Section 215.422, F.S.,
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provides that agencies have five (5)working days to inspect and approve goods and services
unless the Scope of Work specifies otherwise. Commerce has twenty (20) days to deliver a
request for payment(voucher)to the Department of Financial Services. The twenty(20)days
are measured from the latter of the date the invoice is received or the goods or services are
received, inspected,and approved.The Scope of Work may specify conditions for retainage.
Invoices returned to a Grantee due to preparation errors will result in a delay of payment.
Invoice payment requirements do not start until a properly completed invoice is provided to
Commerce. Commerce is responsible for all payments under the Agreement.
5. Section 55.03(1), F.S., identifies the process applicable to the determination of the rate of
interest payable on judgments and decrees,and pursuant to s. 215.422(3)(b), F.S.,this same
process applies to the determination of the rate of interest applicable to late payments to
vendors for goods and services purchased by the State and for contracts which do not specify
a rate of interest. The applicable rate of interest is published at:
https://www.mvfloridacfo.com/Division/AA/LocalGovernments/Current.htm
6. Grantee shall submit the final invoice for payment to Commerce no later than 60 calendar
days after the Agreement ends or is terminated. If Grantee fails to do so,Commerce, in its
sole discretion, may refuse to honor any requests submitted after this time period and may
consider Grantee to have forfeited any and all rights to payment under this Agreement.
L. RETURN OR RECOUPMENT OF FUNDS
1. Recoupment. Notwithstanding anything in this Agreement to the contrary, Commerce has
an absolute right to recoup Award Funds. Commerce may refuse to reimburse Grantee for
any cost if Commerce determines that such cost was not incurred in compliance with the
terms of this Agreement. Commerce may demand a return of Award Funds if Commerce
terminates this Agreement. The application of financial consequences as set forth in the
Scope of Work is cumulative to any of Commerce's rights to recoup Award Funds.
Notwithstanding anything in this Agreement to the contrary,in no event shall the application
of any financial consequences or recoupment of Award Funds exceed the amount of Award
Funds, plus interest.
2. Overpayments. If Grantee's (a) noncompliance with this Agreement or any applicable
federal, state, or local law, rule, regulation or ordinance, or (b) Grantee's performance or
nonperformance of any term or condition of this Agreement results in (i)an unlawful use of
Award Funds;(ii)a use of Award Funds that doesn't comply with the terms of this Agreement;
or(iii)a use which constitutes a receipt of Award Funds to which Grantee is not entitled(each
such event an"Overpayment"),then Grantee shall return such Overpayment of Award Funds
to Commerce.
3. Discovery of Overpayments. Grantee shall refund any Overpayment of Award Funds to
Commerce within 30 calendar days of Grantee's discovery of an Overpayment, or receipt of
notification from Commerce that and Overpayment has occurred. Commerce is the final
authority as to what may constitute an Overpayment of Award Funds. Refunds should be
sent to Commerce's Agreement Manager and made payable to the "Florida Department of
Commerce". Should repayment not be made in a timely manner, Commerce may charge
interest at the lawful rate of interest on the outstanding balance beginning 30 calendar days
after the date of notification or discovery.
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4. Right of Set-Off. Commerce and the State shall have all of its common law, equitable and
statutory rights of set-off, including,without limitation,the State's option to withhold for the
purposes of set-off any moneys due to Grantee under this Agreement up to any amounts due
and owing to Commerce with respect to this Agreement, any other contract with any State
department or agency,including any contract for a term commencing prior to the term of 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 of
set-off pursuant to an audit,the finalization of such audits by the State or its representatives.
M.INSURANCE
Unless Grantee is a state agency or subdivision as defined in s.768.28(2),F.S.,Grantee shall
provide and maintain at all times during this Agreement adequate commercial general liability
insurance coverage. A self-insurance program established and operating under the laws of the
State of Florida may provide such coverage.
Grantee, at all times during the Agreement, at Grantee's sole expense,shall provide commercial
insurance of such a 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 aggregate. Such policy shall
cover all employees engaged in any Agreement work.
Grantee shall maintain insurance coverage of such types and with such terms and limits as may
be reasonably associated with this Agreement, as required by law, and as otherwise necessary
and prudent for the Grantee's performance of its operations in the regular course of business.
The limits of coverage under each policy maintained by Grantee shall not be interpreted as
limiting Grantee's liability and obligations under this Agreement. All insurance policies shall be
through insurers licensed and authorized to write policies in Florida, and such policies shall cover
all employees engaged in any Agreement work. Grantee shall maintain any other insurance
required in the Scope of Work. Upon request, Grantee shall produce evidence of insurance to
Commerce.
Commerce shall not pay for any costs of any insurance or policy deductible, and payment of any
insurance costs shall be Grantee's sole responsibility. Providing and maintaining adequate
insurance coverage is a material obligation of Grantee,and failure to maintain such coverage may
void the Agreement, at Commerce's sole and absolute discretion, after Commerce's review of
Grantee's insurance coverage when Grantee is unable to comply with Commerce's requests
concerning additional appropriate and necessary insurance coverage. Upon execution of this
Agreement,Grantee shall provide Commerce written verification of the existence and amount for
each type of applicable insurance coverage.Within 30 calendar days of the Effective Date of the
Agreement,Grantee shall furnish Commerce proof of applicable insurance coverage by standard
ACORD form certificates of insurance. In the event that an insurer cancels any applicable coverage
for any reason,Grantee shall immediately notify Commerce of such cancellation and shall obtain
adequate replacement coverage conforming to the requirements herein and provide proof of
such replacement coverage within 15 business days after the cancellation of coverage. Copies of
new insurance certificates must be provided to Commerce's Agreement Manager with each
insurance renewal.
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N.CONFIDENTIALITY AND SAFEGUARDING INFORMATION
Each Party may have access to confidential information made available by the other. The
provisions of the Florida Public Records Act, Chapter 119, F.S., and other applicable state and
federal laws will govern disclosure of any confidential information received by the State of Florida.
Grantee must implement procedures to ensure the appropriate protection and confidentiality of
all data,files,and records involved with this Agreement.
Except as necessary to fulfill the terms of this Agreement and with the permission of Commerce,
Grantee shall not divulge to third parties any confidential information obtained by Grantee or its
agents,distributors,resellers,subcontractors,officers,or employees in the course of performing
Agreement work, including, but not limited to, security procedures, business operations
information,or commercial proprietary information in the possession of the State or Commerce.
Grantee shall not use or disclose any information concerning a recipient of services under this
Agreement for any purpose in conformity with state and federal law or regulations except upon
written consent of the recipient, or Recipients' responsible parent or guardian when authorized
by law, if applicable.
When Grantee has access to Commerce's network and/or applications, in order to fulfill Grantee's
obligations under this Agreement, Grantee shall abide by all applicable Commerce Information
Technology Security procedures and policies. Grantee(including its employees, subcontractors,
agents, or any other individuals to whom Grantee exposes confidential information obtained
under this Agreement),shall not store,or allow to be stored,any confidential information on any
portable storage media (e.g., laptops, thumb drives, hard drives, etc.) or peripheral device with
the capacity to hold information. Failure to strictly comply with this provision shall constitute a
breach of Agreement.
Grantee shall immediately notify Commerce in writing when Grantee, its employees, agents, or
representatives become aware of an inadvertent disclosure of Commerce's unsecured
confidential information in violation of the terms of this Agreement. Grantee shall report to
Commerce any Security Incidents of which it becomes aware,including incidents sub-contractors
or agents reported to Grantee. For purposes of this Agreement, "Security Incident" means the
attempted or successful unauthorized access, use, disclosure, modification, or destruction 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. Grantee shall make a report to Commerce not more than seven (7) business days after
Grantee learns of such use or disclosure. Grantee's report shall identify,to the extent known: (i)
the nature of the unauthorized use or disclosure, (ii) the confidential information used or
disclosed, (iii)who made the unauthorized use or received the unauthorized disclosure,(iv)what
Grantee has done or shall do to mitigate any detrimental effect of the unauthorized use or
disclosure,and(v)what corrective action Grantee has taken or shall take to prevent future similar
unauthorized use or disclosure.Grantee shall provide such other information, including a written
report,as Commerce's Information Security Manager requests.
In the event of a breach of security concerning confidential personal information involved with
this Agreement, Grantee shall comply with s. 501.171, F.S., as applicable. When notification to
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affected persons is required under this section of the statute, Grantee shall provide that
notification, but only after receipt of Commerce's written approval of the contents of the notice.
Defined statutorily under section 501.171(1)(a),F.S.,and for purposes of this Agreement,"breach
of security" or "breach" means the unauthorized access of data in electronic form containing
personal data. Good faith acquisition of personal information by an employee or agent of Grantee
is not a breach, provided the information is not used for a purpose unrelated to Grantee's
obligations under this Agreement or is not subject to further unauthorized use.
O.PATENTS,COPYRIGHTS,AND ROYALTIES
1. 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 of Commerce to be granted to and vested in the Florida Department of
State for the use and benefit of the state;and no person,firm or corporation shall be entitled
to use the same without the written consent of the Florida Department of State. Any
contribution by Grantee or its employees,agents or contractors to the creation of such works
shall be considered works made for hire by Grantee for Commerce and,upon creation,shall
be owned exclusively by Commerce. To the extent that any such works may not be considered
works made for hire for Commerce under applicable law, Grantee agrees, upon creation of
such works, to automatically assign to Commerce ownership, including copyright interests
and any other intellectual property rights therein, without the necessity of any further
consideration.
2. If any discovery or invention arises or is developed in the course or as a result of work or
services performed with funds from this Agreement, Grantee shall refer the discovery or
invention to Commerce who will refer it to the Department of State to determine whether
patent protection will be sought in the name of the State of Florida.
3. Where activities supported by this Agreement produce original writings,sound recordings,
pictorial reproductions, drawings or other graphic representations and works of any similar
nature,Commerce has the right to use,duplicate,and disclose such materials in whole or in
part, in any manner, for any purpose whatsoever and to allow others acting on behalf of
Commerce to do so.Grantee shall give Commerce written notice when any books,manuals,
films, websites, web elements, electronic information, or other copyrightable materials are
produced.
4. Notwithstanding any other provisions herein, in accordance with s. 1004.23, F.S., a State
University is authorized in its own name to perform all things necessary to secure letters of
patent, copyrights, and trademarks on any works it produces. Within 30 calendar days of
same, the president of a State University shall report to the Department of State any such
university's action taken to secure or exploit such trademarks, copyrights, or patents in
accordance with s. 1004.23(6), F.S.
P.INFORMATION TECHNOLOGY RESOURCE
Grantee shall obtain prior written approval from the appropriate Commerce authority before
purchasing any Information Technology Resource(ITR)or conducting any activity that will impact
Commerce's electronic information technology equipment or software in any way. ITR includes
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computer hardware, software, networks, devices, connections, applications, and data. Grantee
shall contact the Commerce Agreement Manager listed herein in writing for the contact
information of the appropriate Commerce authority for any such ITR purchase approval.
Q. NONEXPENDABLE PROPERTY
1. For the requirements of this Nonexpendable Property section of the Agreement,
"nonexpendable property"is the same as"property"as defined in s. 273.02, F.S.,(equipment,
fixtures, and other tangible personal property of a non-consumable and nonexpendable
nature).
2. All nonexpendable property, purchased under this Agreement,shall be listed on the 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, at a minimum,the following information:
property tag identification number,description of the item(s),physical location,name,make
or manufacturer, year, and/or model, manufacturer's serial number(s), date of acquisition,
and the current condition of the item.
3. At no time shall Grantee dispose of nonexpendable property purchased under th is Agreement
without the written permission of and in accordance with instructions from Commerce.
4. Immediately upon discovery,Grantee shall notify Commerce, in writing,of any property loss
with the date and reason(s) for the loss.
5. Grantee shall be responsible for the correct use of all nonexpendable property Grantee
purchases or Commerce furnishes under this Agreement.
6. A formal Agreement amendment is required prior to the purchase of any item of
nonexpendable property not specifically listed in Attachment 1, Scope of Work.
7. Upon the Expiration Date of this Agreement,Grantee is authorized to retain ownership of any
nonexpendable property purchased under this Agreement; however, Grantee hereby grants
to Commerce a right of first refusal in all such property prior to disposition of any such
property during its depreciable life, in accordance with the depreciation schedule in use by
Grantee. Grantee shall provide written notice of any such planned disposition and await
Commerce's response prior to disposing of the property. "Disposition"as used herein,shall
include, but is not limited to, Grantee no longer using the nonexpendable property for the
uses authorized herein; the sale, exchange, transfer, trade-in, or disposal of any such
nonexpendable property. Commerce, in its sole discretion,may require Grantee to refund to
Commerce the fair market value of the nonexpendable property at the time of disposition
rather than taking possession of the nonexpendable property.
R.REQUIREMENTS APPLICABLE TO THE PURCHASE OF OR IMPROVEMENTS TO REAL PROPERTY(Not
applicable)
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S.CONSTRUCTION AND INTERPRETATION
The title of and the section and paragraph headings in this Agreement are for convenience of
reference only and shall not govern or affect the interpretation of any of the terms or provisions
of this Agreement. The term "this Agreement" means this Agreement together with all
attachments and exhibits hereto, as the same may from time to time be amended, modified,
supplemented,or restated in accordance with the terms hereof. The use in this Agreement of the
term "including" and other words of similar import mean "including, without limitation" and
where specific language is used to clarify by example a general statement contained herein,such
specific language shall not be deemed to modify, limit,or restrict in any manner the construction
of the general statement to which it relates. The word "or" is not exclusive and the words
"herein," "hereof," "hereunder," and other words of similar import refer to this Agreement,
including any Exhibits and Attachments,and not to any particular section, subsection,paragraph,
subparagraph, or clause contained in this Agreement. As appropriate, the use herein of terms
importing the singular shall also include the plural,and vice versa. The reference to an agreement,
instrument, or other document means such agreement, instrument, or other document as
amended, supplemented, and modified from time to time to the extent permitted by the
provisions thereof and the reference to a statute means such statute as amended from time to
time and includes any successor legislation thereto and any regulations promulgated thereunder.
All references to"$"shall mean United States dollars. The term "Grantee" includes any person
or entity which has been duly authorized to and has the actual authority to act or perform on
Grantee's behalf. The term "Commerce" includes the State of Florida and any successor office,
department,or agency of Commerce,and any person or entity which has been duly authorized to
and has the actual authority to act or perform on Commerce's behalf. The recitals of this
Agreement are incorporated herein by reference and shall apply to the terms and provisions of
this Agreement and the Parties. Time is of the essence with respect to the performance of all
obligations under this Agreement. Each Party has read and understands this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise
favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this
Agreement.
T.CONFLICT OF INTEREST
This Agreement is subject to chapter 112, F.S. Grantee shall 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 a 5%interest
in Grantee or its affiliates.
U.GRANTEE AS INDEPENDENT CONTRACTOR
Grantee is at all times acting and performing as an independent contractor. Commerce has no
ability to exercise any control or direction over the methods by which Grantee may perform its
work and functions,except as provided herein. Nothing in this Agreement may be understood to
constitute a partnership or joint venture between the Parties.
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V. EMPLOYMENT ELIGIBILITY VERIFICATION—E-VERIFY
1. E-Verify is an Internet-based system that allows an employer, using information reported on an
employee's Form 1-9, Employment Eligibility Verification, to determine the eligibility of all new
employees hired to work in the United States. There is no charge to employers to use E-Verify.
The Department of Homeland Security's E-Verify system can be found at: https:[.Lwww.e-
verifv.gov/.
2. Section 448.095,F.S., requires the following:
a. Every public agency and its contractors and subcontractors shall register with and use the E-
Verify system to verify the work authorization status of all newly hired employees. A public
agency or a contractor or subcontractor thereof may not enter into a contract unless each
party to the contract registers with and uses the E-Verify system.
b. An employer shall verify each new employee's employment eligibility within three (3)
business days after the first day that the new employee begins working for pay as required
under 8 C.F.R. 274a. Beginning July 1, 2023, a private employer with 25 or more employees
shall use the E-Verify system to verify a new employee's employment eligibility.
3. If an entity does not use E-Verify,the entity shall enroll in the E-Verify system prior to hiring any
new employee or retaining any contract employee after the effective date of this Agreement.
W.NOTIFICATIONS OF INSTANCES OF FRAUD
Upon discovery,Grantee shall report all known or suspected instances of Grantee,or Grantee's
agents, contractors or employees, operational fraud or criminal activities to Commerce's
Agreement Manager in writing within 24 chronological hours.
X. NON-DISCRIMINATION
Grantee shall not discriminate unlawfully against any individual employed in the performance of
this Agreement because of race, religion,color,sex, physical handicap unrelated to such person's
ability to engage in this work, national origin, ancestry, or age. Grantee shall provide a
harassment-free workplace,with any allegation of harassment to be given priority attention and
action.
Y.ASSIGNMENTS AND SUBCONTRACTS
1. Grantee shall not assign, subcontract, or otherwise transfer its rights, duties, or obligations
under this Agreement,by operation of law or otherwise,without the prior written consent of
Commerce, which consent may be withheld in Commerce's sole and absolute discretion.
Commerce is at all times entitled to assign or transfer its rights, duties,or obligations under
this Agreement to another governmental entity in the State of Florida. Any attempted
assignment of this Agreement or any of the rights hereunder by Grantee in violation of this
provision shall be void oh initio.
2. Grantee agrees to be responsible for all work performed and all expenses incurred in fulfilling
the obligations of this Agreement. If in the scope of work or in a separate writing Commerce
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permits Grantee to subcontract all or part of the work contemplated under this Agreement,
including entering into subcontracts with vendors for services, it is understood by Grantee
that all such subcontract arrangements shall be evidenced by a written document containing
all provisions necessary to ensure subcontractor's compliance with applicable state and
federal law, and that Grantee remains fully responsible for all work performed and all
expenses incurred in fulfilling the obligations of this Agreement. Grantee further agrees that
Commerce shall not be liable to the subcontractor for any expenses or liabilities incurred
under the subcontract and Grantee shall be solely liable to the subcontractor for all expenses
and liabilities incurred under the subcontract.Grantee, at its expense,will defend Commerce
against such claims.
3. Grantee agrees that all Grantee employees,subcontractors,or agents performing work under
the Agreement shall be properly trained technicians who meet or exceed any specified
training qualifications.Upon request,Grantee shall furnish a copy of technical certification or
other proof of qualification. All Grantee employees, subcontractors, or agents performing
work under the Agreement must comply with all Commerce security and administrative
requirements identified herein. Commerce may conduct, and Grantee shall cooperate in, a
security background check or otherwise assess any employee, subcontractor, or agent
furnished by Grantee. Commerce may refuse access to, or require replacement of, any of
Grantee's employees, subcontractors, or agents for cause, including, but not limited to,
technical or training qualifications, quality of work, change in security status, or non-
compliance with Commerce's security or administrative requirements identified herein.Such
refusal shall not relieve Grantee of its obligation to perform all work in compliance with the
Agreement. Commerce may reject and bar from any facility for cause any of Grantee's
employees, subcontractors, or agents.
4. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its
rights, duties, or obligations under this Agreement to another governmental agency in the
State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida
approves transfer of Grantee's obligations, Grantee remains responsible for all work
performed and all expenses incurred in connection with the Agreement. In addition, this
Agreement shall bind the successors,assigns,and legal representatives of Grantee and of any
legal entity that succeeds to the obligations of the State of Florida.
5. Grantee agrees to make payments to the subcontractor within seven (7)working days after
receipt of full or partial payments from Commerce in accordance with s.287.0585,F.S.,unless
otherwise stated in the Agreement between Grantee and subcontractor. Grantee's failure to
pay its subcontractors within seven (7)working days will result in a penalty charged against
Grantee and paid to the subcontractor in the amount of one-half of one percent of the
amount due per day from the expiration of the period allowed herein for payment. Such
penalty shall be in addition to actual payments owed and shall not exceed fifteen(15)percent
of the outstanding balance due.
6. Grantee shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise
Report for each invoice period summarizing the participation of certified and non-certified
minority and service-disabled veteran subcontractors/material suppliers for that period, and
project to date. The report shall include the names, addresses and dollar amount of each
certified and non-certified Minority Business Enterprise and Service-Disabled Veteran
Enterprise participant and a copy must be forwarded to Commerce's Agreement Manager.
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The Office of Supplier Diversity at(850) 487-0915 will assist in furnishing names of qualified
minorities. Commerce's Minority Coordinator at(850)245-7471 will assist with questions and
answers.
7. Commerce shall retain the right to reject any of Grantee's or subcontractor's employees
whose qualifications or performance, in Commerce's judgment, are insufficient.
Z. ENTIRE AGREEMENT;SEVERABILITY;CONFLICTS; COUNTERPARTS.
This Agreement,and the attachments and exhibits hereto, embody the entire agreement of the
Parties with respect to the subject matter hereof. There are no provisions,terms,conditions,or
obligations other than those contained in this Agreement; and this Agreement supersedes all
previous communications,representations,or agreements,either verbal or written,between the
Parties. If a court of competent jurisdiction voids or holds unenforceable any provision of this
Agreement,then that provision shall be enforced only to the extent that it is not in violation of
law or is not otherwise unenforceable,and all other provisions shall remain in full force and effect.
If any inconsistencies or conflict between the language of this Agreement and its Attachments
arise,then the language of the attachments shall control, but only to the extent of the conflict or
inconsistency.This Agreement may be executed in counterparts,each of which shall be an original
and all of which shall constitute but one and the same instruments.
AA.WAIVER;GOVERNING LAW;ATTORNEYS' FEES, DISPUTE RESOLUTION
1. Waiver. No waiver by Commerce of any of provision herein shall be effective unless explicitly
set forth in writing and signed by Commerce. No waiver by Commerce may be construed as
a waiver of any failure, breach, or default not expressly identified by such written waiver,
whether of a similar or different character, and whether occurring before or after that
waiver. No failure by Commerce to exercise,or delay in exercising, any right, remedy,power
or privilege under this Agreement may be construed as a waiver thereof;nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude any other or
further exercise thereof orthe exercise of any other right, remedy, power or privilege. The
rights and remedies set forth herein are cumulative and not exclusive.
2. Governing Law. The laws of the State of Florida shall govern the construction,enforcement,
and interpretation of this Agreement, regardless of and without reference to whether any
applicable conflicts of laws principles may point to the application of the laws of another
jurisdiction. The Parties expressly consent to exclusive jurisdiction and venue in any state
court located in Leon County, Florida, and waive any defense of forum non conveniens, lack
of personal jurisdiction,or like defense. IN ANY LEGAL OR EQUITABLE ACTION BETWEEN THE
PARTIES, THE PARTIES HEREBY EXPRESSLY WAIVE TRIAL BY JURY TO THE FULLEST EXTENT
PERMITTED BY LAW.
3. Attorneys'Fees,Expenses. Except as set forth otherwise herein,each of the Parties shall pay
its own attorneys' fees and costs in connection with the execution and delivery of this
Agreement and the transactions contemplated hereby.
4. Dispute Resolution. Commerce shall decide disputes concerning the performance of the
Agreement, and Commerce shall serve written notice of same to Grantee. Commerce's
decision shall be final and conclusive unless within 21 calendar days from the date of receipt,
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Grantee submits a petition for an administrative hearing to Commerce's Agency Clerk.
Commerce's final order on the petition shall be final, subject to any right of Grantee to
judicial review pursuant to s. 120.68, F.S. Exhaustion of administrative remedies is an
absolute condition precedent to Grantee's ability to pursue any other form of dispute
resolution;provided however,that the Parties may employ the alternative dispute resolution
procedures outlined in chapter 120,F.S.
BB.INDENTIFICATION
1. If Grantee is a state agency or subdivision, as defined in s. 768.28(2), F.S., pursuant to s.
768.28(19), F.S., neither Party indemnifies nor insures or assumes any liability for the other
Party for the other Party's negligence.
2. Grantee shall be fully liable for the actions of its agents, employees, partners, or
subcontractors and shall fully indemnify, defend, and hold harmless the State and
Commerce, and their officers, agents, and employees, from suits, actions, damages, and
costs of every name and description, including attorneys' fees, arising from or relating to
personal injury and damage to real or personal tangible property alleged to be caused in
whole or in part by Grantee, its agents, employees, partners, or subcontractors; provided,
however, that Grantee shall not indemnify, defend, and hold harmless the State and
Commerce,and their officers,agents,and employees forthat portion of any loss or damages
the negligent act or omission of Commerce or the State proximately caused.
3. Further, Grantee shall fully 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 in a manner not
contemplated by this Agreement. If any product is the subject of an infringement suit,or in
Grantee's opinion is likely to become the subject of such a suit,Grantee may,at Grantee's
sole expense, procure for Commerce the right to continue using the product or to modify it
to become non-infringing. If Grantee is not reasonably able to modify or otherwise secure
for Commerce the right to continue using the product,Grantee shall remove the product and
refund Commerce the amounts paid in excess of a reasonable fee, as determined by
Commerce in its sole and absolute discretion,for past use. Commerce shall not be liable for
any royalties.
4. Grantee's obligations under the two immediately preceding paragraphs above,with respect
to any legal action are contingent upon the State or Commerce giving Grantee: (1)written
notice of any action or threatened action, (2) the opportunity to take over and settle or
defend any such action at Grantee's sole expense,and(3)assistance in defending the action
at Grantee's sole expense. Grantee shall not be liable for any cost,expense,or compromise
incurred or made by the State or Commerce in any legal action without Grantee's prior
written consent, which shall not be unreasonably withheld.
5. The State and Commerce may, in addition to other remedies available to them at law or
equity and upon notice to Grantee, retain such monies from amounts due Grantee as may
be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or
against them. The State may set off any liability or other obligation of Grantee or its affiliates
to the State against any payments due Grantee under any Agreement with the State.
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CC.CONTACT INFORMATION FOR GRANTEE AND COMMERCE
Grantee's Agreement Manager:
Gary Ritter,City Administrator
City of Okeechobee
55 SE 3rd Avenue
Okeechobee,FL 34974
Telephone:863-763-3372 ext.9811
Direct:863-763-9811
Email:gritter@citvofokeechobee.com
FLORIDACOMMERCE's Agreement Manager:
Cristin Beshears
Department of Commerce
107 East Madison Street,MSC 160
Tallahassee,FL 32399-4120
Telephone: (850)717-8486
Facsimile: (850)717-8522
Email: Cristin.Beshears2commerce.fl.gov
DD.NOTICES
The Parties' respective contact information is set forth in the immediately preceding paragraph
and may be subject to change at the Parties'discretion. If the contact information changes,the
Party making such change will notify the other Party in writing. Where the term "written notice"
is used to specify a notice requirement herein,said notice shall be deemed to have been given(i)
when personally delivered; (ii) when transmitted via email with proof of delivery; (iii)the next
business day following the day on which the same has been delivered prepaid to a recognized
overnight delivery service;or(iv)the day on which the same is sent by certified or registered mail,
postage prepaid,with return receipt.
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IN WITNESS THEREOF, and in consideration of the mutual covenants set forth above and in the
attachments hereto,the Parties,through their duly-authorized representatives,sign this Agreement and
represent and warrant that they understand the Agreement and Attachments'terms and conditions as of
the Effective Date.
FLORIDA DEPARTMENT OF COMMERCE CITY OF OKEECHOBEE,FLORIDA
By I. Ql.cp ' U By
—
Signature Signatu e I
J.Alex Kelly Dowling R.Watford,Jr
Title Secretary Title Mayor
Date 11/20/2023 Date 1.L 0_, 3
Approved as to form and legal sufficiency,subject
only to full and proper execution by the Parties.
OFFICE OF GENERAL COUNSEL
FLORIDA DEPARTMENT OF COMMERCE
By:
11/15/2023
Approved Date:
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Attachment 1
SCOPE OF WORK
1. GRANT AUTHORITY. This Community Planning Technical Assistance grant is provided pursuant to
Section(s.)163.3168,Florida Statutes(F.S.),and Specific Appropriation 2340,Chapter 2023-239 Laws
of Florida, to provide direct and/or indirect technical assistance to help Florida communities find
creative solutions to fostering vibrant, healthy communities, while protecting the functions of
important State resources and facilities.
2. PROJECT DESCRIPTION: Grantee shall prepare the following: (1) Market Feasibility Study("Study");
(2) Lodging Market Analysis and Industry Trend Report; and (3) Housing Market Profile. The Market
Feasibility Study shall analyze the economic market potential of the City of Okeechobee as a location
for new businesses and expansion of existing businesses and include recommendations for
implementation of the findings of the Study. The Lodging Market Analysis and Industry Trend Report
shall analyze current hotel markets within the City of Okeechobee and primary drivers for hotel
demand (e.g., entertainment, sports and leisure). The Housing Market Profile shall analyze total
owner and renter occupied housing and include recommendations.
3. GRANTEE'S RESPONSIBILITIES: Grantee shall timely perform the Deliverables and Tasks described in
this section and in Section 5 below, and in doing so, Grantee shall comply with all the terms and
conditions of this Agreement. All deliverables and tasks under this Agreement must be completed
on or before the end of the agreement period in Section A. of this Agreement,unless extended by
an amendment to this Agreement signed by both parties.
A. Deliverable 1. Kick-off Meeting;Market Feasibility Study;Subcontract or Notice
Grantee shall:
1. Conduct a project kick-off meeting to provide an overview of the grant project to the project
team and solicit input regarding the project. Grantee shall prepare a kick-off meeting
invitation, list of invitees,agenda and sign-in roster of attendees.
2. Prepare a Market Feasibility Study based on best available current data. The Study shall pertain
to geographic areas (market study area) that are appropriately associated with the City of
Okeechobee's (Okeechobee) economic development, and may include areas located outside
of the City's municipal boundaries. The Study shall include a summary introduction and the
following items as described in more detail below:(1) radius analysis; (2)drive time analysis;
(3)demographic trend analysis;(4)consumer spending patterns and market potential analysis;
(5)peer community analysis; (6)tapestry segmentation analysis;(7) retail landscape maps; (8)
traffic count maps; and (9)retail marketing guide. For each item (1 through 9),the results of
the Study shall be shown in graphic format(map,table, chart or other suitable graphic) with
accompanying narrative. The Study shall include recommendations for implementation of the
findings of the Study.The Study shall include the following:
(1) Radius Analysis: The radius analysis shall identify total population, number of households
and household income (average and median) within a 3 mile, 5 mile and 10 mile driving
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distance of the intersection of the City of Okeechobee central location(geographic coordinates
latitude north 27.24393263705962 degrees north and longitude west -80.82965144294494
degrees).
(2) Drive Time Analysis: The drive time analysis shall identify total population, number of
households and household income (average and median) within drive times (10, 20 and 30
minutes) of the intersection of the City of Okeechobee central location (geographic
coordinates latitude north 27.24393263705962 degrees and longitude west -
80.82965144294494 degrees).
(3) Demographic Trend Analysis: The demographic trend analysis shall identify historical,
current and projected demographic characteristics, including, but not limited to age, income
(average income, medium income), education level, and households (total households,
household size)within the market study area.
(4)Consumer Spending Patterns& Market Potential Analysis: Within the market study area,
identify the consumer spending patterns(dollars spent)for goods and services for at least the
following market segments: general merchandise,supermarkets/grocery,health and personal
care, full service restaurants, limited service restaurants, women's/family clothing,
furniture/home furnishings, and shoe stores. Grantee may include other market segments at
Grantee's discretion.
(5) Peer Community Analysis: The peer community analysis shall identify at least 3 peer
communities in the State of Florida that are similar to the City of Okeechobee based on
demographics and trade areas. If the analysis identifies less than 3 peer communities in
Florida, then the analysis shall be expanded to other states to identify at least 3 total peer
communities that may be located inside/outside of Florida. The peer community analysis shall
identify relevant characteristics of the peer community compared with Okeechobee.
(6) Tapestry Segmentation Analysis: The tapestry segmentation analysis shall review retail
market segmentation groups and match the consumer profile of Okeechobee's shoppers to
prospective retailers.
(7) Retail Landscape Maps: Map the location of current retailers in the market study area.
(8) Traffic County Maps: Map the traffic count data on the major roadways (roadways with
arterial functional classification) in the market study area. Traffic counts for other roadways
may be included at Grantee's discretion.
(9) Retail Marketing Guide: The retail marketing guide shall include a summary presentation
of the following: (1) location and size of focus properties, if any such properties are identified
at the discretion of the Grantee; (2)at least 3 retail peer communities;(3) regional trade area
retail demand in dollars for the following market segments: general merchandise,
supermarkets/grocery, health and personal care,full service retail restaurants, limited service
restaurants, women's/family clothing, furniture/home furnishings, and shoe stores; (4)
regional trade area characteristics (total population, number of households, average age,
median and average household income, per capita income,total daytime population;(5)drive
time 10-20-30 minutes(total population and average household income within 10 minute, 20
minute and 30 minute drive times of the intersection of the City of Okeechobee central
location (geographic coordinates latitude north 27.24393263705962 degrees and longitude
west -80.82965144294494 degrees).; (6) radius 3-5-10 miles (total population and average
household income within 3 mile, 5 mile and 10 mile driving distance of the intersection of the
City of Okeechobee central location (geographic coordinates latitude north
27.24393263705962 degrees and longitude west -80.82965144294494 degrees).; (7) major
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retail landscape aerial; and (8) any other information based on discretion of the Grantee. A
"focus property" is land (undeveloped or developed)that is identified in the Retail Marketing
Guide as a focus property for economic development marketing purposes.
3. If Grantee enters into a subcontract or an amendment to an existing subcontract for work to
be performed under this Agreement, provide a copy of the subcontract or amendment to
Commerce or notify Commerce in writing by email or other document that Grantee has not
entered into such a subcontract or amendment as of the Deliverable Due Date for this
Deliverable 1.
B. Deliverable 2. Lodging Market Analysis; Industry Trend Report; Housing Market Profile;
Subcontract or Notice
Grantee shall:
1. Prepare a Lodging Market Analysis of the City of Okeechobee that includes the following
information for a reporting period of at least twelve sequential months after year 2020: (1)
number of hotel rooms occupied;(2)average daily rate charged for a hotel room; (3) revenue
per available hotel room and total room revenue; (4) number of available hotel rooms; (5)
number of hotel rooms sold;and (6)identify the source of the Lodging Market Analysis data.
2. Prepare an Industry Trend Report that identifies the basis of the demand for hotel rooms in
the City of Okeechobee related to the Entertainment,Sports and Leisure Market. The Industry
Trend Report shall include the following information for at least the reporting period of the
Lodging Market Analysis: (1) identify market participation amounts, spending amounts and
market potential based on consumer preferences for the Entertainment,Sports and Leisure
Market;and(2) identify the source of the Industry Trend Report data.
3. Prepare a Housing Market Profile of the City of Okeechobee that includes the following
information based on current best available data: (1) number of total housing units; (2)
number of owner occupied housing units; (3) number of renter occupied housing units; (4)
number of vacant housing units;and(S)identify thesourceof the Housing Market Profile data.
4. If Grantee enters into a subcontract or an amendment to an existing subcontract for work to
be performed under this Agreement, provide a copy of the subcontract or amendment to
Commerce or notify Commerce in writing by email or other document that Grantee has not
entered into such a subcontract or amendment as of the Deliverable Due Date for this
Deliverable 2.
4. COMMERCE RESPONSIBILITIES: Commerce shall receive and review the Deliverables and, upon
Commerce's acceptance of the Deliverables and receipt of Grantee's pertinent invoices in compliance
with the invoice procedures of Section K of this Agreement and of Section 10 of this Scope of Work,
Commerce shall process payment to Grantee in accordance with the terms and conditions of this
Agreement.
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5. DELIVERABLES: The specific deliverables,tasks,minimum levels of service,due dates,and payment
amounts are set forth in the following table:
Deliverables and Tasks Minimum Level of Service Payment Amount Financial
Not to Exceed Consequences
Deliverable 1. Kick-off Completion of Deliverable 1 as $10,000.00 As provided in
Meeting; Market evidenced by submission of all Section 12 of
Feasibility Study; of the following: this Scope of
Subcontract or Notice Work,below.
1. Kick-off Meeting invitation,
Grantee shall, in list of invitees,agenda and
accordance with Section sign-in roster.
3.A.of this Scope of Work:
(1)conduct a Kick-off 12. Market Feasibility Study.
Meeting and prepare
invitation, list of invitees 3. Copy of a subcontract or
agenda and sign-in roster; amendment to a
(2)prepare a Market subcontract entered into by
Feasibility Study;and(3) s the Grantee, any, or an
provide a copy of a email or other document
subcontract, amendment notifying Commerce that no
to a subcontract,or such subcontract or
notice. amendment was entered
into as of the Deliverable
Deliverable due date: Due Date for this
February 16,2024 Deliverable 1.
Grantee shall submit copies of
all required documentation
identified above on paper or
electronically in MS Word or
PDF format. If maps are
required, they shall be uploaded
to SERA system or provided on a
compact disc in PDF format with
ArcGIS 10.3.1 compatible
shapefiles if they are available.
Deliverable 2. Lodging Completion of Deliverable 2 as $10,000.00 As provided in
Market Analysis;Industry evidenced by submission of all Section 12 of
Trend Report; Housing of the following: this Scope of
Market Profile; Work, below.
Subcontract or Notice. 1. Lodging Market Analysis.
Grantee shall, in 2. Industry Trend Report.
accordance with Section
3.B.of this Scope of Work: 3. Housing Market Profile.
(1)prepare a Lodging
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Market Analysis;(2) 4. Copy of a subcontract or
prepare an Industry Trend amendment to a
Report; (3)prepare a subcontract entered into by
Housing Market Profile; the Grantee, if any, or an
and(4) provide a copy of a email or other document
subcontract, amendment notifying Commerce that no
to a subcontract, or such subcontract or
notice. amendment was entered
into as of the Deliverable
Deliverable due date: Due Date for this
May 3,2024 Deliverable 2.
Grantee shall submit copies of
all required documentation
identified above on paper or
electronically in MS Word or
PDF format. If maps are
required,they shall be uploaded
to SERA system or provided on a
compact disc in PDF format with
I ArcGIS compatible shapefiles if
they are available.
Total Amount Not to Exceed$20,000.00
6. SUBCONTRACTS. In accordance with Section Y, Assignments and Subcontracts, of this Agreement
and subject to the terms and conditions in sections Y.1.through 7 of this Agreement, this paragraph
constitutes Commerce's written approval for Grantee to subcontract for any of the deliverables
and/or tasks identified in the Scope of Work for this Agreement. A copy of any executed
subcontract(s) or amendment to any existing subcontract(s) shall be provided to Commerce's
Agreement Manager when submitting reimbursement request documents for payment. Grantee shall
be solely liable for all work performed and all expenses incurred as a result of any such subcontract.
Any subcontracts between the Grantee and a subcontractor for work performed under this
Agreement shall identify the hourly rate of pay to be charged by the subcontractor and shall require
all invoices from the subcontractor to the Grantee to identify the hourly rate of pay, actual hours
worked on the grant project, and any expenses incurred by the subcontractor in performing such
work.
7. DELIVERABLE DUE DATE. The "deliverable due date" is the date the deliverable must be received by
Commerce by 11:59 p.m.on that date. For extensions of deliverable due dates,see Section 15 of this
Scope of Work.
8. BUSINESS DAY;COMPUTATION OF TIME. For the purpose of this Agreement,a"business day"is any
day that is not a Saturday,Sunday, or a state or federal legal holiday. In computing any time period
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provided in this Agreement,the date from which the time period runs is not counted. The last day of
the time period ends at 11:59 p.m. on that day.
9. COST SHIFTING. The deliverable amounts specified within the Deliverables section above are
established based on the Parties' estimation of sufficient delivery of services fulfilling grant purposes
under the Agreement in order to designate payment points during the Agreement Period; however,
this is not intended to restrict Commerce's ability to approve and reimburse allowable costs,incurred
by Grantee in providing the deliverables herein. Prior written approval from Commerce's Agreement
Manager is required for changes to the above Deliverable amounts that do not exceed ten (10)
percent of each deliverable total funding amount. Changes that exceed ten (10) percent of each
deliverable total funding amount will require a formal written amendment,as described in Section D,
Renegotiation or Modification,of this Agreement.Regardless,in no event shall Commerce reimburse
costs of more than the total amount of this Agreement.
10. INVOICE SUBMITTAL AND PAYMENT.
A. Commerce agrees to reimburse the Grantee for costs under this Agreement in accordance with
Section K, Invoices and Payments,of this Agreement in the amount(s) identified per deliverable
in Section 5 of this Scope of Work,above.The deliverable amount specified does not establish the
value of the deliverable. Pursuant to s. 215.971(1),F.S. Grantee will be reimbursed for allowable
costs incurred during the Agreement Period by Grantee in carrying out the Project.
B. Subject to the terms and conditions of this Agreement,an itemized invoice and all documentation
necessary to support the payment request for each deliverable shall be submitted into
Commerce's Subrecipient Enterprise Resource Application (SERA). SERA Access Authorization
Form will be provided after the execution of this Agreement. Invoices are not required to be
submitted through the Ariba Supplier Network described in Section K.2. of this Agreement.
Invoices shall be submitted in the format shown on Attachments 1-A, 1-B, and 1-C hereto,
electronic copies of which shall be provided by Commerce to the Grantee. Grantee shall use
Attachment 1-A if work for the deliverable is completed entirely by a subcontractor,
Attachment 1-B if work for the deliverable is completed entirely by Grantee's employee(s),and
Attachment 1-C if work for the deliverable is completed both by a subcontractor and by
Grantee's employee(s).
C. Grantee shall provide one (1) itemized invoice for each deliverable submitted during the
applicable period of time. The invoice shall include,at a minimum,the following:
1. Grantee's name and address;
2. Grantee's federal employer identification number;
3. the Agreement number;
4. the Grantee's invoice number;
5. an invoice date;
6. the dates of service;
7. the deliverable number;
8. a description of the deliverable;
9. a statement that the deliverable has been completed;and
10. the amount being requested.
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D. Grantee shall submit a final invoice no later than 60 days after this Agreement ends or is
terminated as provided in Section K.5.of this Agreement.
E. Documentation that must accompany each itemized invoice: The following documents shall be
submitted with the itemized invoice:
1. For Work Performed by a Subcontractor:
a. A cover letter signed by the Grantee's Agreement Manager certifying that the
payments claimed for the deliverables were specifically for the project,as described
in this Scope of Work;
b. Copies of paid invoices submitted to Grantee by the Subcontractor that show the
hourly rate of pay charged for the work performed,the actual hours expended on the
work performed,and any expenses incurred by the subcontractor in performing said
work; and
c. Proof of payment of invoices submitted to Grantee by the Subcontractor for work
performed pursuant to this Agreement (e.g., cancelled checks, bank statement
showing deduction).
2. For Work Performed by Grantee's Employees:
a. A cover letter signed by the Grantee's Agreement Manager certifying that the
payments claimed for the deliverables were specifically for the project, as described
in this Scope of Work.
b. Identification of Grantee's employees who performed work under this Agreement
and, for each such employee:
i. The percentage of the employee's time devoted to work under this
Agreement or the number of total hours each employee devoted to work
under this Agreement.
ii. Payroll register or similar documentation that shows the employee's gross
salary,fringe benefits,other deductions, and net pay. If the employee is paid
hourly, a document reflecting the hours worked times the rate of pay is
acceptable.
c. Invoices or receipts for other direct costs.
d. Usage log for in-house charges (e.g., postage,copies,etc.)that shows the number of
units times the rate charged. The rate must be reasonable.
F. Payment shall be provided to Grantee in accordance with Section K.,Invoices and Payments,of
this Agreement.
G. If the Grantee is a county or municipality that is a rural community or rural area of opportunity as
those terms are defined in section 288.0656(2), F.S., the payment of submitted invoices may be
issued for verified and eligible performance that has been completed in accordance with the
terms and conditions set forth in this Agreement to the extent that federal or state law,rule, or
other regulation allows such payments. Upon meeting either of the criteria set forth below,the
Grantee may elect in writing to exercise this provision.
1. A county or municipality that is a rural community or rural area of opportunity as those terms
are defined in section 288.0656(2), F.S.,that demonstrates financial hardship; or
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2. A county or municipality that is a rural community or rural area of opportunity as those terms
are defined in section 288.0656(2), F.S., and which is located in a fiscally constrained county,
as defined in section 218.67(1), F.S. If the Grantee meets the criteria set forth in this
paragraph,then the Grantee is deemed to have demonstrated a financial hardship.
11. SUBMITTAL, REVIEW AND ACCEPTANCE OF DELIVERABLES; NOTICE; OPPORTUNITY TO CURE.
Grantee shall submit all deliverables to the Commerce CPTA Deliverables email at
CPTADeliverables@commerce.fl.gov and Commerce's Agreement Manager or upload the deliverable
documents into Commerce's SERA system for review. Commerce will review all work submitted for
payment under the deliverables and will determine in Commerce's sole and absolute discretion
whether the deliverables are sufficient to satisfy the requirements in this Scope of Work. Within 15
business days after receipt of a deliverable, Commerce shall provide written notice to Grantee by
electronic mail of Commerce's determination that the deliverable is sufficient and is accepted or that
the deliverable is not sufficient to satisfy the requirements in the Scope of Work and how the Grantee
can address the insufficiency. If Commerce determines that a deliverable is not sufficient under this
Agreement, Grantee shall have 10 business days from the date of receipt of notice from Commerce
to correct the insufficiency, and during this 10-business day period, the financial consequences
specified in Section 12 of this Scope of Work will not be assessed. Commerce may extend this
timeframe in writing (which may be by electronic mail) if Grantee is actively working with Commerce
to resolve the insufficiency; provided, however, that any extension of time under this section will not
extend the Agreement Period in Section A. of this Agreement and provided further that,
notwithstanding the timeframes in this section, all deliverables and tasks must be completed on or
before the end of the Agreement Period in Section A of this Agreement. An extension of time under
this section does not require an amendment to this Agreement. Payment for a deliverable shall not
be due until Commerce notifies the Grantee's Agreement Manager in writing that the deliverable or
corrected deliverable is sufficient under the Scope of Work and is accepted by Commerce.
12. FINANCIAL CONSEQUENCES.
A. Financial consequences of$50 a business day up to a maximum amount of$500 shall be imposed
in each of the following circumstances:
1. Grantee submits a deliverable to Commerce more than ten (10) business days after the
deliverable due date. Financial consequences begin to accrue on the eleventh business
day following the deliverable due date and continue until the deliverable is received by
Commerce or the maximum amount of financial consequence accrues,whichever occurs
first.
2. Grantee is given a notice of insufficiency and fails to submit to Commerce a corrected
deliverable within the timeframe provided in Section 11 of this Scope of Work. Financial
consequences begin to accrue on the business day following the deadline under Section
11 of this Scope of Work and continue until the corrected deliverable is received by
Commerce or the maximum financial consequence accrues,whichever occurs first.
B. Imposition of the above-described financial consequences shall in no manner affect Commerce's
right to impose or implement other provisions in this Agreement including the right to terminate
this Agreement.
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13. PRELIMINARY DRAFT DELIVERABLES; COMMERCE REVIEW AND COMMENT. Preliminary draft
deliverables of proposed or adopted comprehensive plan amendments are required to be provided
to Commerce for comment prior to the deliverable due date as provided in Section 3. of this Scope of
Work.Unless other preliminary draft deliverables are required to be submitted to Commerce under
Section 3 of this Scope of Work,above,Grantee is encouraged,but not required,to submit preliminary
drafts of all substantive written deliverables (e.g., master plans, studies, reports) to Commerce for
review and comment no later than ten (10) business days before the deliverable due date. If
Commerce provides comments, Grantee is urged to address them in the deliverable submitted to
Commerce for payment. If submission of a preliminary draft deliverable for Commerce review and
comment is required under Section 3 or Section 5 of this Scope of Work, above, Commerce shall
provide comments to the Grantee no later than four business days before the deliverable due date
and the deliverable must address Commerce's comments.
14. LIMITED COMPLIANCE REVIEW;NO DUPLICATION OF WRITTEN MATERIAL.Proposed comprehensive
plan amendments that are deliverables under the Scope of Work must be"in compliance"as defined
in s. 163.3184111(b), F.S., and will be evaluated for compliance as part of Commerce's review and
determination of whether the deliverable is sufficient to satisfy the requirements in the Scope of
Work. Commerce's compliance determination will be a limited determination without inputfrom the
reviewing agencies identified in s. 163.3184(1)(c), F.S. A limited compliance determination for the
purpose of this Agreement is not binding on Commerce in a subsequent review under section
163.3184,F.S. Further, a limited compliance determination under this Agreement does not preclude
review and comment by reviewing agencies and does not preclude a challenge to the adopted plan
amendment by Commerce based on comments by Commerce or other reviewing agencies.
Documents submitted to Commerce for payment under this Agreement may not copy or duplicate
reports or other written material prepared prior to the Agreement Period in Section A., Agreement
Period, of this Agreement or prepared by or on behalf of someone other than the Grantee for a
purpose other than the specific grant project identified in this Scope of Work. At the option of the
Grantee,copies of such relevant documents may be appended to documents submitted to Commerce
for payment.
15. EXTENSIONS OF TIME OF DELIVERABLE DUE DATES. Notwithstanding Section D., Renegotiation or
Modification, of this Agreement, Commerce's Agreement Manager, in Commerce's sole discretion,
may authorize extensions of deliverable due dates without a written modification of this Agreement.
Extensions shall be requested by Grantee's Agreement Manager (not Grantee's consultant or
subcontractor) in accordance with the following:
A. Requests for extension of one or more deliverable due dates shall be submitted by Grantee's
Agreement Manager in writing (which may be by electronic mail) to Commerce's Agreement
Manager no later than one (1) business day before the deliverable due date (or the earliest of
multiple due dates for which the extension is requested);
B. A request for an extension of time received by Commerce's Agreement Manager on or after the
deliverable due date to which the extension applies will not be granted;
C. If requested by Commerce's Agreement Manager,Grantee's Agreement Manager must explain
the reason for the requested extension;and
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D. Commerce's Agreement Manager shall approve or deny a request for extension of a deliverable
due date by electronic mail to Grantee's Agreement Manager within two(2) business days after
receipt of the request. Only written approvals of extensions shall be effective.
This authority and procedure do not apply to an extension of the Agreement Period defined in Section
A, Agreement Period, of this Agreement.
16. ADVERTISING AND INFORMATION RELEASE. Notwithstanding Section J, Advertising and
Sponsorship Disclosure,and Section F,Records and Information Release,of this Agreement,Grantee
is authorized to disclose to the public on its website or by other means that it has been awarded a
Community Planning Technical Assistance Grant from Commerce for the work described in this Scope
of Work.
17. NOTIFICATION OF INSTANCES OF FRAUD. Instances of Grantee's operational fraud or criminal
activities shall be reported to Commerce's Agreement Manager in writing within twenty-four (24)
chronological hours.
18. GRANTEE'S RESPONSIBILITIES UPON TERMINATION. If Commerce issues a Notice of Termination to
Grantee,except as otherwise specified by Commerce in that notice,the Grantee shall;
A. Stop work under this Agreement on the date and to the extent specified in the notice;
B. Complete performance of such part of the work as shall not have been terminated by Commerce;
C. Take such action as may be necessary,or as Commerce may specify,to protect and preserve any
property which is in the possession of Grantee and in which Commerce has or may acquire an
interest;and
D. 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 be paid to Grantee for its services in connection with such transfer or
assignment.
19. CONFLICTS BETWEEN SCOPE OF WORK AND REMAINDER OF AGREEMENT. In the event of a conflict
between the provisions of this Scope of Work and other provisions of this Agreement, the provisions
of this Scope of Work shall govern.
Attachment 1-A—Invoice:Grantee's Subcontractor(s) (Contractual Services)
INVOICE
GRANTEE'S NAME: INVOICE NO.:
FEIN: INVOICE DATE:
Agreement No.: _
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TO: FOR:
Florida Department of Commerce [Grantee name]
Division of Community Development [Grantee address]
Attn.: Cristin Beshears [Grantee phone number]
107 East Madison Street
Caldwell Building, MSC 160
Tallahassee, FL 32399
DESCRIPTION AMOUNT
Dates of Service:
Deliverable Completed:
[copy description of the deliverable from Scope of Work,Section 3]
Category expenditures:
Contractual Services $_
TOTAL $_
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Attachment 1-B—Invoice:Grantee's Employee(s)
INVOICE
GRANTEE'S NAME: INVOICE NO.:
FEIN: INVOICE DATE:
Agreement No.:
TO: FOR:
Florida Department of Commerce [Grantee name]
Division of Community Development [Grantee address]
Attn.: Cristin Beshears [Grantee phone number]
107 East Madison Street
Caldwell Building, MSC 160
Tallahassee, FL 32399
DESCRIPTION AMOUNT
Dates of Service:
Deliverable Completed:
[copy description of the deliverable from Scope of Work,Section 3]
Category expenditures:
Salaries $_
Fringe Benefits $_
Travel $_
Postage $_
[other direct costs: identify them] $_
TOTAL $
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Attachment 1-C—Invoice:Combination of Grantee's Subcontractor(s)and Grantee's Employee(s)
INVOICE
GRANTEE'S NAME: INVOICE NO.: _
FEIN: INVOICE DATE:
Agreement No.:
TO: FOR:
Florida Department of Commerce [Grantee name]
Division of Community Development [Grantee address]
Attn.: Cristin Beshears [Grantee phone number]
107 East Madison Street
Caldwell Building, MSC 160
Tallahassee, FL 32399
DESCRIPTION AMOUNT
Dates of Service:
Deliverable Completed:
[copy description of the deliverable from Scope of Work,Section 3]
Category expenditures:
Contractual Services $_
Salaries $_
Fringe Benefits $_
Travel $_
Postage $_
[other direct costs:identify them] $_
TOTAL $_
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Attachment 1-D—Grant Agreement Final Closeout Form
Ron DeSantis GRANT J. Alex Kelly
GOVERNOR AGREEMENT FINAL SECRETARY
CLOSEOUT FORM
FLAIR Contract ID:
Recipient Name: Contract Amount
Vendor ID: Deoblgated Funds
Contract End Date: Final Contract Amount _.
Section A:Financial Reconciliation
1.Total Recipient Funds Received from Commerce
2.Total Recipient Expenditures
3.Balance of Unexpended Program Income(from Section B)
4.If negative,this amount must be refunded to the Department.If positive,this amount is to be remitted to the
Recipient_
Section B:Statement of Recipient Income
• There was no recipient income earned under this contract
• The following recipient income was earned under this contract.
Description of Recipient Income
Source Amount Es pended i Balance
Total Program Income $0.00 ! $0.00 1 $0.00
Section C:Property Inventory Certification
•No tangible property was purchased in the contract period.
•All non-expendable and non-consumable tangible property having a useful life of more than one year and acquired at a
cost of S1,000 or more per unit with grant funds arc listed below. I do hereby certify that the property inventory described
below is complete and correct Notification wiU be sent immediately to the Department of Commerce if any
changes occur to this inventory.1 will not destroy,sell,or otherwise dispose of this property without written permission o f
the Department
Description of Property Inventory
Description and Serial Quantity Acquisitions Condition Location
Number
Cost S Date I 1
1.__
Section D:Recipient Certification
By signing below,I certify,that the above representations for Financial Reconciliation,Recipient Income,and Property Inventory are
true and accurate.
Name:_ [ Signature:
Tide: - I Date Signed:
Section E:COMMERCE Internal Review and Approval
By signing below,I certify,that the above representations for Financial Reconciliation,Recipient Income,and Property Inventory are
true and accurate.
IName:----- _. ----- ---- ISignaturc: - --
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Attachment 1-E—Subrecipient Enterprise Resource Application (SERA) Form
Attachment 1-E will be provided after execution of this Agreement
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Attachment 2
AUDIT REQUIREMENTS
The administration of resources awarded by Commerce to the recipient(herein otherwise referred to as
"Grantee") may be subject to audits and/or monitoring by Commerce as described in this Attachment 2.
MONITORING. In addition to reviews of audits conducted in accordance with 2 CFR 200,Subpart F-Audit
Requirements, and section 215.97, Florida Statutes (F.S.), as revised (see AUDITS below), monitoring
procedures may include, but not be limited to, on-site visits by Commerce staff, limited scope audits as
defined by 2 CFR§200.425,or other procedures.By entering into this agreement,the recipient agrees to
comply and cooperate with any monitoring procedures or processes deemed appropriate by Commerce.
In the event the Commerce determines that a limited scope audit of the recipient is appropriate, the
recipient agrees to comply with any additional instructions provided by Commerce staff to the recipient
regarding such audit.The recipient further agrees to comply and cooperate with anyinspections,reviews,
investigations,or audits deemed necessary by the Chief Financial Officer(CFO)or Auditor General.
AUDITS.
PART I: FEDERALLY FUNDED. This part is applicable if the recipient is a state or local government or a
nonprofit organization as defined in 2 CFR §200.90, §200.64,and§200.70.
1. A recipient that expends$750,000 or more in federal awards in its fiscal year must have a single
or program-specific audit conducted in accordance with the provisions of 2 CFR 200,Subpart F-
Audit Requirements. EXHIBIT 1 to this form lists the federal resources awarded through Commerce
by this agreement. In determining the federal awards expended in its fiscal year, the recipient
shall consider all sources of federal awards,including federal resources received from Commerce.
The determination of amounts of federal awards expended should be in accordance with the
guidelines established in 2 CFR§§200.502-503. An audit of the recipient conducted by the Auditor
General in accordance with the provisions of 2 CFR §200.514 will meet the requirements of this
Part.
2. For the audit requirements addressed in Part I, paragraph 1, the recipient shall fulfill the
requirements relative to auditee responsibilities as provided in 2 CFR§4200.508-512.
3. A recipient that expends less than $750,000 in federal awards in its fiscal year is not required to
have an audit conducted in accordance with the provisions of 2 CFR 200, Subpart F - Audit
Requirements. If the recipient expends less than$750,000 in federal awards in its fiscal year and
elects to have an audit conducted in accordance with the provisions of 2 CFR 200, Subpart F -
Audit Requirements, the cost of the audit must be paid from non-federal resources(i.e.,the cost
of such an audit must be paid from recipient resources obtained from other than federal entities).
PART II: STATE FUNDED. This part is applicable if the recipient is a nonstate entity as defined by Section
215.97(2),Florida Statutes.
1. In the event that the recipient expends a total amount of state financial assistance equal to or in
excess of$750,000 in any fiscal year of such recipient (for fiscal years ending June 30, 2017,and
thereafter), the recipient must have a state single or project-specific audit for such fiscal year in
accordance with s. 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 Commerce by this agreement. In determining the state financial assistance expended in
its fiscal year,the recipient shall consider all sources of state financial assistance, including state
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financial assistance received from Commerce,other state agencies, and other nonstate entities.
State financial assistance does not include federal direct or pass-through awards and resources
received by a nonstate entity for federal program matching requirements.
2. For the audit requirements addressed in Part II, paragraph 1,the recipient shall ensure that the
audit complies with the requirements of section 215.97(8), F.S. This includes submission of a
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 of the Auditor
General.
3. If the recipient expends less than$750,000 in state financial assistance in its fiscal year(for fiscal
years ending June 30,2017,and thereafter),an audit conducted in accordance with the provisions
of s. 215.97, F.S., is not required. If the recipient expends less than $750,000 in state financial
assistance in its fiscal year and elects to have an audit conducted in accordance with the provisions
of s.215.97,F.S.,the cost of the audit must be paid from the nonstate entity's resources(i.e.,the
cost of such an audit must be paid from the recipient's resources obtained from other than state
entities).
PART III: OTHER AUDIT REQUIREMENTS.
(NOTE: This part would be used to specify any additional audit requirements imposed by the State
awarding entity that are solely a matter of that State awarding entity's policy(i.e.,the audit is not required
by Federal or State laws and is not in conflict with other Federal or State audit requirements). Pursuant to
Section 215.97(8), Florida Statutes, State agencies may conduct or arrange for audits of state financial
assistance that are in addition to audits conducted in accordance with Section 215.97, Florida Statutes. In
such an event,the State awarding agency must arrange for funding the full cost of such additional audits.)
N/A
PART IV: REPORT SUBMISSION.
1. Copies of reporting packages for audits conducted in accordance with 2 CFR 200,Subpart F-
Audit Requirements, and required by Part I of this form shall be submitted, when required
by 2 CFR §200.512, by or on behalf of the recipient directly to the Federal Audit Clearinghouse
(FAC)as provided in 2 CFR§200.36 and§200.512.
The FAC's website provides a data entry system and required forms for submittingthe single audit
reporting package. Updates to the location of the FAC and data entry system may be found at the
OMB website.
2. Copies of financial reporting packages required by Part II of this form shall be submitted by or on
behalf of the recipient directly to each of the following:
a. Commerce at each of the following addresses:
Electronic copies(preferred): or Paper(hard copy):
Audit@commerce.fl.gov Florida Department of Commerce
MSC#75, Caldwell Building
107 East Madison Street
Tallahassee,FL 32399-4126
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b. The Auditor General's Office at the following address:Auditor General
Local Government Audits/342 Claude Pepper Building,Room 401 111 West Madison Street
Tallahassee, Florida 32399-1450
The Auditor General's website (https://flauditor.gov/) provides instructions for filing an
electronic copy of a financial reporting package.
3. Copies of reports or the management letter required by Part Ill of this form shall be submitted by
or on behalf of the recipient directly to:
Electronic copies(preferred): or Paper(hard copy):
AuditLlcommerce.fl.gov Florida Department of Commerce
MSC#75,Caldwell Building
107 East Madison Street
Tallahassee, FL.32399-4126
4. Any reports, management letters, or other information required to be submitted Commerce
pursuant to this agreement shall be submitted timely in accordance with 2 CFR§200.512,section
215.97, F.S., and Chapters 10.550 (local governmental entities) and 10.650 (nonprofit and for-
profit organizations), Rules of the Auditor General,as applicable.
5. Recipients, when submitting financial reporting packages to Commerce for audits done in
accordance with 2 CFR 200, Subpart F - Audit Requirements, or Chapters 10.550 (local
governmental entities) and 10.650 (nonprofit and for-profit organizations), Rules of the Auditor
General, should indicate the date that the reporting package was delivered to the recipient in
correspondence accompanying the reporting package.
PART V: RECORD RETENTION. The recipient shall retain sufficient records demonstrating its compliance
with the terms of this Agreement for a period of five (5)years from the date the audit report is issued,or
five (5) state fiscal years after all reporting requirements are satisfied and final payments have been
received,whichever period is longer,and shall allow Commerce,or its designee,CFO,or Auditor General
access to such records upon request. The recipient shall ensure that audit working papers are made
available to Commerce,or its designee,CFO,or Auditor General upon request for a period of five(5)years
from the date the audit report is issued, unless extended in writing by Commerce. In addition, if any
litigation, claim, negotiation, audit, or other action involving the records has been started prior to the
expiration of the controlling period as identified above,the records shall be retained until completion of
the action and resolution of all issues which arise from it, or until the end of the controlling period as
identified above,whichever is longer.
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EXHIBIT 1 to Attachment 2
FEDERAL RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST
OF THE FOLLOWING:
N/A
COMPLIANCE REQUIREMENTS APPLICABLE TO THE FEDERAL RESOURCES AWARDED
PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS:
N/A
STATE RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF
THE FOLLOWING:
MATCHING RESOURCES FOR FEDERAL PROGRAMS:
N/A
SUBJECT TO SECTION 215.97,FLORIDA STATUTES:
State Project:FLORIDA DEPARTMENT OF COMMERCE—CSFA 40.024—GROWTH MANAGEMENT
IMPLEMENTATION-$20,000.00
COMPLIANCE REQUIREMENTS APPLICABLE TO STATE RESOURCES AWARDED PURSUANT TO
THIS AGREEMENT ARE AS FOLLOWS:
• ACTIVITIES ARE LIMITED TO THOSE IN THE SCOPE OF WORK.
NOTE: Title 2 C.F.R. § 200.331, as revised, and Section 215.97(5), Florida Statutes, require that
the information about Federal Programs and State Projects included in Exhibit 1 be provided to
the recipient.
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ATTACHMENT 3
Audit Compliance Certification
Grantee Name:
FEIN: Grantee's Fiscal Year:
Contact Person Name and Phone Number:
Contact Person Email Address:
1. Did Grantee expend state financial assistance,during its fiscal year,that it received under any agreement
(e.g., agreement, grant, memorandum of agreement, memorandum of understanding, economic
incentive award agreement, etc.) between Grantee and the Department of Commerce (Commerce)?
Yes No
If the above answer is yes,also answer the following before proceeding to item 2:
Did Grantee expend$750,000 or more of state financial assistance(from Commerce and all other sources
of state financial assistance combined) during its fiscal year? Yes No
If yes,Grantee certifies that it will timely comply with all applicable state single or project-specific audit
requirements of section 215.97, Florida Statutes, and the applicable rules of the Department of
Financial Services and the Auditor General.
2. Did Grantee expend federal awards, during its fiscal year that it received under any agreement (e.g.,
agreement, grant, memorandum of agreement, memorandum of understanding, economic incentive
award agreement,etc.) between Grantee and Commerce? Yes__No
If the above answer is yes,also answer the following before proceeding to execution of this certification:
Did Grantee expend$750,000 or more in federal awards (from Commerce and all other sources of federal
awards combined)during its fiscal year? Yes No
If yes,Grantee certifies that it will timely comply with all applicable single or program-specific audit
requirements of 2 C.F.R.part 200,subpart F,as revised.
By signing below, I certify,on behalf of Grantee,that the above representations for items 1 and 2 are
true and correct.
Signature of Authorized Representative Date
Printed Name of Authorized Representative Title of Authorized Representative
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