2024-02-06 VII. E. State of FL Dept of Commerce Grant, Exhibit 9• •
DocuSign Envelope ID: BDF3DDEC-6E744460-B382-347F30916716 Exhibit 9
02/06/2024
.Agreement No. HL208
GRANT AGREEMENT
STATE OF FLORIDA
DEPARTMENT OF COMMERCE
THIS GRANT AGREEMENT NUMBER HL208 ("Agreement") is made and entered into by and
between the State of Florida, Department of Commerce ("Commerce"), and the City of Okeechobee
("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 2 and Exhibit 1 to Attachment 2: Audit Requirements
• Attachment 3: Audit Compliance Certification
• Attachment 4: Minority and Service -Disabled Veteran Business Enterprise Report
• Attachment 5: Total Compensation for Executive Leadership [if applicable]
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; and
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, 2025 (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."
B. FUNDING
This Agreement is a cost reimbursement Agreement. Commerce shall pay Grantee up to One Million, Two
Hundred Thousand Dollars and Zero Cents ($1,200,000.00) in consideration for Grantee's performance
under this Agreement. Commerce shall not provide Grantee an advance of Award Funds under this
Agreement. Any advance payment under this Agreement is subject to section 216.181(16), F.S. Travel
expenses are not authorized under this Agreement. 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
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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
(http s: / /www. myfloridacfo. com/ docs-s f/ accounling-and-auditing-libraries / state -agencies /reference-
guide-for-state-expenditures.pd Psfvrsn=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:
htips://%v,,vw.myfloridacfo.com/Division/AA/Vendors/ . Any questions should be directed to the Direct
Deposit/EFT Section of the Division of Accounting and Auditing at (850) 413-5517. Once enrolled,
invoice payments shall be made by EFT.
D. MODIFICATION
If, in Commerce's sole and absolute determination, changes to this Agreement are necessitated by law or
otherwise, Commerce may at any time, with written notice of all such changes to Grantee, modify this
Agreement within its original scope and purpose. Grantee shall be responsible for any due diligence
necessary to determine the impact of the modification. Any modification of this Agreement requested by
Grantee must be in writing and duly signed by all Parties in order to be enforceable.
E. AUDIT REQUIREMENTS AND COMPLIANCE
1. Florida Single Audit Act - Section 215.97, Florida Statutes ("F.S."). Grantee shall comply with all
applicable provisions of s. 215.97, F.S., 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 agrees to 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
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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 records request by sending an e-mail to PRRequestacommerce.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. 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 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
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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 audit CDcommerce.fl.gov. 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
PRRequestC&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 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
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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 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 calendar days after the
date Grantee first had reason to believe that a delay 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
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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
Prior to execution of this Agreement, Grantee must disclose in a written statement to Commerce's
Agreement Manager all prior or on -going civil or criminal litigation, investigations, arbitration or
administrative proceedings (collectively "Proceedings") involving this Agreement. Thereafter, Grantee has
a continuing duty to promptly disclose all Proceedings upon occurrence. This duty of disclosure applies to
Grantee's or subcontractor's officers and directors when any Proceeding relates to the officer or director's
business or financial activities. Details of settlements that are prevented from disclosure by the terms of
the settlement may be annotated as such. Grantee shall promptly notify Commerce's Agreement Manager
of any Proceeding relating to or affecting the Grantee's or subcontractor's business. If the existence of
such Proceeding causes the State concern about Grantee's ability or willingness to perform the Agreement,
then upon Commerce's request, Grantee shall provide to Commerce's Agreement Manager all reasonable
assurances that: (i) Grantee will be able to perform the Agreement in accordance with its terms and
conditions; and (ii) Grantee and/or its employees, agents, or subcontractor(s) have not and will not engage
in conduct in performing services for Commerce which is similar in nature to the conduct alleged in such
Proceeding.
J. ADVERTISING AND SPONSORSHIP DISCLOSURE
Limitations on Advertising of Agreement. Commerce does not endorse any Grantee, commodity,
or service. 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 entity that is not a Party to this Agreement, except potential or actual authorized
distributors, dealers, resellers, or service representatives.
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 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. 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) 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
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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 days of Grantee's discovery of an Overpayment or receipt of notification from Commerce
that an 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 "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
days after the date of notification or discovery.
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.
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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
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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.
M. 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 the responsible parent or guardian of the recipient when authorized by law.
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
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 affected persons
is required by statute, Grantee shall provide that notification, but only after receipt of Commerce's written
approval of the contents of the notice. Defined statutorily, and for purposes of this Agreement, "breach
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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.
N. 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.
O. 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 computer hardware,
software, networks, devices, connections, applications, and data. Grantee shall contact the Commerce
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Agreement Manager listed herein in writing for the contact information of the appropriate Commerce
authority for any such ITR purchase approval.
P. 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 nonconsumable 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 this 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.
Q. REQUIREMENTS APPLICABLE TO THE PURCHASE OF OR IMPROVEMENTS TO
REAL PROPERTY
In accordance with s. 287.05805, F.S., if funding provided under this Agreement is used for the purchase
of or improvements to real property, Grantee shall grant Commerce a security interest in the property in
the amount of the funding provided by this Agreement for the purchase of or improvements to the real
property for five years from the date of purchase or the completion of the improvements or as further
required by law.
Upon the Expiration Date of the Agreement, Grantee shall be authorized to retain ownership of the
improvements to real property set forth in this Agreement in accordance with the following. Grantee is
authorized to retain ownership of the improvements to real property so long as: (1) Grantee is not sold,
merged or acquired; (2) the real property subject to the improvements is owned by Grantee; and (3) the
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real property subject to the improvements is used for the purposes provided in this Agreement. If within
five years of the termination of this Agreement, Grantee is unable to satisfy the requirements stated in the
immediately preceding sentence, Grantee shall notify Commerce in writing of the circumstances that will
result in the deficiency upon learning of it, but no later than 30 calendar days prior to the deficiency
occurring. In such event, Commerce shall have the right, within its sole discretion, to demand
reimbursement of part or all of the funding provided to Grantee under this Agreement.
R. CONSTRUCTION AND INTERPRETATION
The title, 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
"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 "S" 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.
S. 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.
T. 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.
U. 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 I-9, Employment Eligibility Verification, to determine the eligibility of all new
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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: hops://www.e-
verif;z.gov/.
2. In accordance with section 448.095, F.S., the State of Florida expressly 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.
V. NOTIFICATION 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.
W. 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.
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 ab initio.
Y. ENTIRE AGREEMENT; SEVERABILITY
This Agreement, and the attachments and exhibits hereto, embodies 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. This Agreement may be executed in counterparts, each of
which shall be an original and all of which shall constitute one and the same instrument. If any
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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.
Z. 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 or the 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, Grantee files with Commerce a
petition for administrative hearing. Commerce's final order on the petition shall be final, subject to
any right of Grantee to judicial review pursuant to chapter 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.
AA. INDEMNIFICATION
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.
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 for that portion of any loss or damages
the negligent act or omission of Commerce or the State proximately caused.
2. 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
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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 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.
3. 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.
4. 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.
BB. CONTACT INFORMATION FOR GRANTEE AND COMMERCE CONTACTS
Grantee's Payee:
City of Okeechobee
55 SE 3,d Avenue
Okeechobee, FL 34974
Phone: 863-763-3372
Email: ccvLrovser(z,)Qma
Commerce's Agreement Manager:
Bridgett Jackson
107 East Madison Street, B047
Tallahassee, Florida 32399
850-245-7459
850-245-7170
Bridgett.jackson@commerce-fl.gov
CC. NOTICES
Grantee's Agreement Manager:
Connie Vanassshe, Grante Assistant
CAS Governmental Services, LLC
Post Office Box 210623; Royal Palm Beach, FL 33421-0623
Phone: 516-512-0089
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, if the sender on the same day sends a confirming copy of such notice by certified or registered
mail; (iii) the next business day following the day on which the same has been delivered prepaid to a
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recognized overnight delivery service; or (iv) the third business day following the day on which the same is
sent by certified or registered mail, postage prepaid, with return receipt.
[Remainder ofpage left intentionally blank; Attachments to follow after signature page]
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IN WITNESS THEREOF, and in consideration of the mutual covenants set forth above and in all
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 CITY OF OKEECHOBEE
COMMERCE
By
Signature
By
Signature
J. Alex Kelly Dowling R. Watford, Jr.
Title Secretary Title Mayor
Date Date
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:
Approved Date:
Attest:
Lane Gamiotea, CMC, City Clerk
Reviewed for Legal Sufficiency:
John J. Fumero, City Attorney
Nason Yeager Gerson Harris & Fumero, P.A.
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ATTACHMENT 1
SCOPE OF WORK
A. PROJECT DESCRIPTION: For State Fiscal Year 2023-2024, the Florida Legislature appropriated One
Million, Two Hundred Thousand Dollars and Zero Cents ($1,200,000.00) in Specific Appropriation line
2341A, from the General Revenue Fund of the General Appropriation Act ("GAA") to the City of
Okeechobee (Grantee) for the Okeechobee City Hall Resiliency Hardening Improvements Project
(Project).
Funding under this agreement will be used for renovations and repairs to City Hall, a 1926 facility located
in Rural Area Opportunity. Renovation and repairs shall include but are not limited to replace doors and
windows, roof replacement and structural strengthening. This project will address resiliency hardening and
preservation of City Hall, with the goal of protecting the lives, health, and safety of City Hall employees,
elected officials, and citizens.
B. GRANTEE RESPONSIBILITIES Grantee shall, in addition to all other requirements set forth in the
Agreement and this Scope of Work, perform the following activities:
Complete renovation and repair activities of the Okeechobee City Hall to include but not limited to:
a. Design and Engineering Services
i. Submit to Commerce's Agreement Manager a copy of the final Design, Engineering and
Construction Plans for the Project.
ii. Permitting
b. Complete the following renovation and repair activities for the Project in accordance with final
plans and budget to include but not limited to:
i. Doors and windows
n. Stucco
iii. Porch
iv. Shutters
2. Provide Commerce copies of all contracts and subcontracts entered into in furtherance of the project,
for which Grantee is seeking reimbursement under this Agreement. All such contracts and
subcontracts must be procured in compliance with the Grantee's policies and procedures, and with
applicable law.
3. In performing under this Agreement, Grantee shall comply with all applicable laws, rules, and
regulations, including but not limited to any applicable requirements of Chapter 255, Florida Statutes.
C. COMMERCE'S RESPONSIBILITIES: Commerce shall monitor progress, review reports, conduct
site visits as determined necessary by Commerce, and process payments to Grantee.
D. DELIVERABLES: Grantee agrees to provide the following services as specified:
Deliverable No. 1 Renovation and Repairs of Okeechobee City Hall
Tasks
Minimum Level of
Service
Financial Consequences
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Grantee shall complete the renovation and
Grantee may request
Failure to complete the
repair activities for City Hall facility in
reimbursement upon
Minimum Level of Service will
accordance with Section B.1. of this Scope
completion of a renovation
result in non-payment.
of Work.
and/or repair activity in
accordance with Section
Failure to complete construction
B.1. of this Scope of Work
of the project in accordance with
in the following increments:
Section B.1 of this Scope of
10%, 20%, 30%, 40%, 50%,
Work during the Agreement
60%, 70%, 80%, 90%, and
Period shall result in a financial
100%, as evidenced by
consequence of five percent
submission of the following
(5%) of the total available under
documentation:
this deliverable ($60,000.00).
a. Completed AIA Forms
G702 and G703 or their
substantive equivalents,
signed by a licensed
professional certifying to
the percentage of Project
completion;
b. Photographs of Project
in progress (if applicable);
and
c. Invoice package in
accordance with Section 6
of this Scope of Work.
Deliverable 1- $1,200,000.00
TOTAL AWARD NOT TO EXECEED: $1,200,000.00
A. REPORTING:
1. Quarterly Grantee shall provide a quarterly report listing all progress relating to the Deliverables in
Section D. Quarterly reports are due to Commerce within 30 calendar days after the end of each
quarter, until submission of the final invoice package. The endingdates for each quarter of the program
year are September 30, December 31, March 31, and June 30. The quarterly report shall include a
summary of project progress, indicating percentage of completion of each Deliverable, and all
additional reports which are required pursuant to this Agreement, including but not limited to, reports
documenting the positive return on investment to the State that results from Grantee's project and its
use of Award Funds. The summary shall also include any issues or events occurring which affect the
ability of the Grantee to meet the terms of this Agreement. If all required reports and copies are
not sent to Commerce or are not completed in a manner acceptable to Commerce, payments
may be withheld until the reports are properly completed or otherwise allowable by law.
2. Minority and Service -Disabled Veteran Business Enterprise Report: Grantee shall provide a Minority
and Service -Disabled Veteran Business Enterprise Report (Attachment 4) with each invoice
summarizing the participation of certified and non -certified minority and service -disabled veteran
subcontractors and material suppliers for that period and the project to date. Grantee shall include the
names, addresses, and dollar amount of each certified and non -certified Minority Business Enterprise
and Service -Disabled Veteran Enterprise participant. Commerce's Minority Coordinator can be
reached at (850) 245-7455 to answer concerns and questions.
3. Close-out Report: No later than 60 calendar days after the Agreement ends or is terminated, Grantee
shall provide copies of all paid invoices to document completed work.
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4. [If applicable) Annual Report: The Grantee shall submit an Annual Report (Attachment 5), including
the most recent IRS Form 990, detailing the total compensation for the Grantee's executive leadership
team(s). Total compensation shall include salary, bonuses, cash -in leave, cash equivalents, severance
pay, retirement benefits, deferred compensation, real property gifts and any other payout. All
compensation reports must indicate what percent of compensation comes directly from the State
and/or Federal allocations. The annual report will be due to Commerce 30 calendar days after the
submittal of the 990 form to the IRS. The Grantee must inform Commerce of any changes in total
executive compensation between annual reports within 60 calendar days of the change
B. INVOICE SUBMITTAL AND PAYMENT SCHEDULE: Commerce shall pay Grantee in
accordance with the following schedule in the amount identified per deliverable in Section D above. The
deliverable amount specified does not establish the value of the deliverable. In accordance with the
requirements of s. 215.971(1), F.S., and the Audit Requirements and Compliance section of this
Agreement, Grantee and its subcontractors may only expend funding under this Agreement for allowable
costs resulting from obligations incurred during the Agreement period.
1. Grantee shall provide no more than one invoice per month for all services rendered during the
applicable period. Grantee shall submit invoices as set forth below to be eligible to receive and retain
payment for the performance of duties and completion of deliverables set forth above. Grantee shall
submit all documentation necessary to support Grantee's expenditures. Commerce may request any
information from Grantee that Commerce deems necessary to verify that Grantee has performed the
services for which payment is requested. Grantee's submission of each invoice package is Grantee's
certification that it has performed the services and incurred the costs in compliance with all applicable
laws and the terms of this Agreement. Grantee will provide invoices in accordance with the
requirements of the Reference Guide for State Expenditures available at:
htg2s://w%v,,v mvfloridacfo.com/docs-sf/accounting-and-auditing-libraries/state-agencies/reference-
guide-for-state-expenditures.pdPsfvrsn=b4cc3337 2. Invoices must be legible and must clearly reflect
the performance for which payment is sought. Payment does not become due under this Agreement
until Commerce accepts and approves the invoiced deliverable(s) and any required report(s). At
Commerce's option, Grantee may submit invoices electronically. Grantee shall submit its final invoice
for payment to Commerce no later than 60 days after this Agreement ends and Commerce may, at
Commerce's sole and absolute discretion, refuse to honor any requests for payment submitted after
this deadline.
2. Invoices must contain Grantee's name, address, federal employer identification number or other
applicable Grantee identification number, the Agreement number, the invoice number, and the invoice
period. Grantee shall submit the following documents with the itemized invoice:
a. A cover letter signed by Grantee's Agreement Manager certifying that the costs being claimed in
the invoice package: (1) are specifically for the project represented to the State in the budget
appropriation; (2) are for one or more of the components as stated in Section D, Deliverables, of
this Scope of Work; (3) have been paid or that professional services have been rendered in a rural
community or rural area of opportunity as defined in section 288.065(2), F.S.; and (4) were incurred
during the Agreement period;
b. Grantee's invoices shall include the date, period in which work was performed, amount of
reimbursement, and work completed to date;
c. A certification by a licensed engineer using AIA forms G702 and G703, or their substantive
equivalents, certifying that the project, or a quantifiable portion of the project, is complete;
d. Before and after photographs of the completed work;
e. A copy of all supporting documentation for vendor payments;
f. A copy of the cancelled check(s) specific to the project; and
g. A copy of the bank statement that includes the cancelled check.
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3. The State may require any other information from Grantee that the State deems necessary to verify
that the services have been rendered under the Agreement.
4. All documentation necessary to support payment requests must be submitted with Grantee's invoice
for Commerce's review.
5. Grantee's invoice and all documentation necessary to support payment requests must be submitted
into Commerce's Subrecipient Enterprise Resource Application (SERA). Further instruction on SERA
invoicing and reporting, along with a copy of the invoice template, will be provided upon execution of
the Agreement.
6. If the Grantee is a county or municipality that is a rural community or rural area of opportunity as
those terms are defined in s. 288.0656(2), 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 s. 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.
G. RETURN ON INVESTMENT: Grantee is required to provide, on or before October 31, 2023, an
initial report identifying actual returns on investment by fiscal year for state funding previously received (if
applicable), as well as projected positive returns the state will receive by providing Grantee funding through
this Agreement.
1. Beginning at the end of the first full quarter following execution of this Agreement, Grantee shall
provide quarterly update reports directly to Commerce's Agreement Manager documenting the positive
return on investment to the state that results from the Grantee's project and its use of monies provided
under this Agreement.
2. Quarterly update reports shall be provided to Commerce's Agreement Manager within 30 calendar
days after the end of each quarter thereafter until Grantee is instructed that no further reports are
needed.
H. FINANCIAL CONSEQUENCES FOR FAILURE TO TIMELY AND SATISFACTORILY
PERFORM: Failure to complete all deliverables in accordance with the requirements of this Agreement,
and most particularly the deliverables specified above in Section D, Deliverables, will result in Commerce's
assessment of the specified financial consequences. If appropriate, should the Parties agree to a corrective
action plan, the plan shall specify additional financial consequences to be applied after the effective date of
the corrective action plan. This provision for financial consequences shall in no manner affect Commerce's
right to terminate the Agreement as provided elsewhere in the Agreement.
- End of Attachment 1(Scope of Work) -
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Agreement No. HL208
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 §200.1.
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 §§200.508-512.
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.
I. In the event that the recipient expends a total amount of state financial assistance equal to or in excess of
$750,000 in any fiscal year of such recipient (for fiscal years ending June 30, 2017, and thereafter), the
recipient must have a state single or project -specific audit for such fiscal year in accordance with section
215.97, F.S.; Rule Chapter 69I-5, F.A.C., State Financial Assistance; and Chapters 10.550 (local
governmental entities) 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 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.
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.agreement No. HL208
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 section
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 section 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 speeij 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 lawn 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 mzrst arrange for fzrndin8 thefull 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
CFRg200.512, by or on behalf of the recipient directly to the Federal Audit Clearinghouse (FAC)
as provided in 2 CFR §200.1 and 5200.512. The FAC's website provides a data entry system and
required forms for submitting the 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):
Audite,,commerce.fl.gov Department of Commerce
MSC # 75, Caldwell Building
107 East Madison Street
Tallahassee, FL 32399-4126
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 (hUs://flauditor.gov/1 provides instructions for filing an electronic
copy of a financial reporting package.
A Copies of reports or the management letter required by Part III of this form shall be submitted by or on
behalf of the recipient directly to:
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Agreement No. I11-208
Electronic copies (preferred): or Paper (hard copy):
Audit cr commerce.fl.gov 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 5200.512, 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.
- Rem aindet of Page Intentionally Leh Blank —
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Agreement No. HL208
EXHIBIT 1 to Attachment 2
STATE RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT
CONSIST OF THE FOLLOWING:
SUBJECT TO SECTION 215.97, FLORIDA STATUTES:
State Project DEPARTMENT OF COMMERCE; CSFA 40.038; DIVISION OF COMMUNITY
DEVELOPMENT - $1,200,000.00
COMPLIANCE REQUIREMENTS APPLICABLE TO STATE RESOURCES AWARDED
PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS:
1. ACTIVITIES LIMITED TO THOSE IN THE SCOPE OF WORK
NOTE: Ltst applicable compliance requirements
NOTE: 2 CFR § 200.331, as revised, and s. 215.97(5), F.S., require that the information about Federal Programs
and State Projects included in Exhibit 1 be provided to the recipient.
- Remainder of Page Intentionally Left Blank —
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Agreement No. HL208
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 s. 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 CFR 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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Agcccmcnt No. I IL208
ATTACHMENT 4 - DEPARTMENT OF COMMERCE
Office of Procurement
CONTRACTOR MONTHLY MINORITY & VETERAN BUSINESS ENTERPRISE REPORT
(Company Name, Street Address, City 8 Zip Coda) Commerce Contract Number:
Commerce Project Name:
Contract Amount
So 00
MBE Participation Amount: MBE Percentage
S0.0o
DV Participation Amount: DV Percentage Contract Vendor Invoice 0 Dale (mm dd, yyyy
S0.00
MINORITY BUSINESS ENTERPRISE (MBE)
^ Indudec nsultanls, sub contractors, travel agents etc who provided services on this project
Minority Business Enterprise
Description
�e
MBE
Status
State
Certified
MBE
(Yes or No)
MBE Contract
5 Amount
$Amount this
Involco
Total Paid
Balance Due
Project Type
(Commodities or
Contractual
S—I-s)
S
S
$
5
S
S
I S
S
I
S
S
S
S
S
$
$
S
TOTALS
s
s
s
S
s
"CertlfledMBE: H- African American I - Hispanic J- AsieNHewailen K - Native American M- American Women
•• Non.CertlRed MBE: N -AMcan American O- Hispanic P- AslanMawailan O - Native American R- American Women
FLORIDA VETERAN BUSINESS ENTERPRISE (VBE)
Include consultants, sub contractors, travel agents, etcwho provided services on this protect.
Florida Veteran Business Enterprise
Description
•
V Status
Stare
Certlned V
Business
(Vas or No)
V Contract
$ Amount
$ Amount this
Invoice
Total Paid
Balance Due
Prolecl Type
(Commodities or
Contractual
Services)
S
S
S
$
S
S
S
S
S
S
$
S
S
S
$
S
TOTALS
s
S
s
s
ConlBed V: W - Veteran Business • N—Cerllned V: V - Veteran Business
INCLUDE THIS FORM WITH YOUR INVOICE
Rcv, 5/3/2023 Commerce Form Version 06232023
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Attachment 5
Total Compensation for Executive Leadership
(Executive Order 20-44)
Entity Name:
Agreement No. HI-208
Emplo ee Name
Title
Salary
Bonuses
Cashed -In Leave
Cash Equivalents
Cash Equivalents
Description
Severance Pay
Retirement Benefits
Employer -Paid
Insurance Benefits
Deferred
Compensation
Real Property Gifts
Real Property Gifts
Description
Other Payouts
Other Payouts
Description
Employer -Paid
Insurance Benefits
Total Compensation
Accrued Leave and
Holiday Benefits
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Agreement No. 14L208
Percentage of Total
Compensation from
Federal or State
Funds
Definitions:
Executive Leadership - Anyone who is included by name or title on the form 990, part VII, or Schedule
J_
Cash Equivalents: Gift cards, vouchers, tickets, or other items of monetary value.
Other payouts: Cell phone allowances, tuition, gym memberships, and car allowances, etc.
Employer -Paid Insurance Benefits: Amount of insurance paid by the employer for health, vision, life, dental, disability,
etc. (does not include taxes such as FICA, reemployment, etc.)
Accrued Leave and Holiday Benefits: Value of vacation, sick, and PTO accrued during the year and holiday available to
the employee.
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