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Home My WebLink AboutFlorida Department of Economic Opportunity Community Planning Technical Assistance Grant Agreement - 2020 10 23 DocuSign Envelope ID:8F7A89AB-39FA4561-A2EB-982FEA55F52B Agreement#P0386 COMMUNITY PLANNING TECHNICAL ASSISTANCE GRANT AGREEMENT STATE OF FLORIDA DEPARTMENT OF ECONOMIC OPPORTUNITY THIS GRANT AGREEMENT("Agreement") is made and entered into by and between the State of Florida, Department of Economic Opportunity("DEO"), and the City of Winter Springs, Florida ("Grantee"). DEO and Grantee are sometimes referred to herein individually as a "Party"and collectively as"the Parties." WHEREAS, DEO 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 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, 2020 (the "Effective Date") and shall continue until the earlier to occur of(a)June 30, 2021(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. DEO shall pay Grantee up to Forty-Nine Thousand Dollars ($49,000.00) in consideration for Grantee's performance under this Page 1 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 Agreement. DEO, 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. DEO 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 DEO's performance and obligation to pay any Award Funds under this Agreement is contingent upon an annual appropriation by the Legislature. DEO shall have final unchallengeable authority asto 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,ora 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 DEO); 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 DEO),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. DEO 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/Division/AA/Manualsidocuments/ReferenceGuideforStateExlje nditures.pdf). 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.myfloridacfo.com/Division/AA/Vendors'default.htm. 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, DEO may at any time, with written notice to Grantee, make changes within the general scope and purpose of this Agreement, at DEO's sole and absolute discretion. Such changes may include modifications of the requirements, changes to processing procedures, or other changes as decided by DEO. 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. 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. Page 2 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 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 DEO 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 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. DEO is subject to the provisions of chapter 119, F.S., relating to public records. Any document Grantee submits to DEO under this Agreement may constitute public records under the Florida Statutes.Grantee shall cooperate with DEO regarding DEO'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 DEO of the receipt and content of any request by sending an e-mail to PRReC4uestC�deo.myflorida.com within one business day after receipt of such request. Grantee shall indemnify,defend, and hold DEO harmless from any violation of Florida's public records laws wherein DEO'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. DEO 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 DEO 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 DEO 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 DEO'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. DEO 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. The Grantee has an absolute duty to keep and maintain all records arising out of or related to this Agreement. DEO 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 DEO with copies of any records within 10 business days after DEC's request at no cost to DEO. Page 3 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 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 DEO includes all records generated in connection with or as a result of this Agreement. Upon expiration or termination of this Agreement,the Grantee shall transfer,at no cost,to DEO all public records in possession of Grantee or keep and maintain public records required by DEO to perform the service. If the Grantee keeps and maintains public records upon completion of this Agreement, the Grantee shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to DEO, upon request from DEO's custodian of records, in a format that is compatible with the information technology systems of DEO. 4. Audit Rights. Representatives of the State of Florida, DEO,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. S. 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 iideo.m,florida.com. Grantee's timely submittal of one completed Audit Compliance Certification for each applicable fiscal year will fulfill this requirement for all agreements between DEO 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@deo.mvflorida.com, or by mail at Department of Economic Opportunity, 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, DEO may terminate this Agreement upon no less than twenty-four (24) hour written notice to Grantee. DEO 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, Page 4 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 Grantee will be paid for any work satisfactorily completed prior to notification of termination. The lack of funds shall not constitute DEO's default under this Agreement. 2. Termination for Cause: DEC) 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 DEO 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: DEO, by written notice to Grantee, may terminate this Agreement in whole or in part when DEO determines in DEO's sole and absolute discretion that it is in DEO'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 DEO 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 DEO issues a Notice of Termination to Grantee,except as DEO 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 DEO does not terminate;(3)take such action as may be necessary, or as DEO may specify, to protect and preserve any property which is in the possession of Grantee and in which DEO has or may acquire an interest; and (4) upon the effective date of termination, Grantee shall transfer, assign, and make available to DEO all property and materials belonging to DEO 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 DEO 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. DEO, in its sole discretion,will determine if the delay is Page 5 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 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 DEO. Grantee shall not be entitled to an increase in the Agreement price or payment of any kind from DEO 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 DEO determines, in its sole discretion,that the delay will significantly impair the value of the Agreement to DEO or the State, in which case, DEO 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. DEO 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. 1. CONTINUING DISCLOSURE OF LEGAL PROCEEDINGS.(Not applicable) J. ADVERTISING AND SPONSORSHIP DISCLOSURE 1. Limitations on Advertising of Agreement. DEO 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 DEO,including,but not limited to mentioning this Agreement in a press release or other promotional material, identifying DEO or the State as a reference, or otherwise linking Grantee's name and either a description of the Agreement or the name of DEO 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 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 Florida, Department of Economic Opportunity." If the sponsorship reference is in written material,the words "State of Florida, Department of Economic Opportunity" shall appear in the same size letters or type as the name of the organization. Page 6 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7AB9AB-39FA4561-A2EB-982FEA55F52B Agreement#P0386 K. INVOICES AND PAYMENTS 1. Grantee will provide DEO's Agreement Manager invoices in accordance with the requirements of the State of Florida Reference Guide for State Expenditures (https://www.myfloridacfo.com,Division,;AAiManuals/documents/ReferenceGuidef orStateExpend itures.pdf), 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 DEO. 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. DEO or the State may require any additional information from Grantee that DEO 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. At DEO's or the State's option,Grantee may be required to invoice electronically pursuant to guidelines of the Department of Management Services. 3. 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., provides that agencies have five(5)working days to inspect and approve goods and services unless the Scope of Work specifies otherwise. DEO 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 DEO. DEO is responsible for all payments under the Agreement. 4. 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://w w.ml:floridacfo.comDivision AA LocalGovernments;'Current.htm S. Grantee shall submit the final invoice for payment to DEO no later than 60 days after the Agreement ends or is terminated. If Grantee fails to do so, DEO, 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. Page 7 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#130386 L. RETURN OR RECOUPMENT OF FUNDS 1. Recoupment. Notwithstanding anything in this Agreement to the contrary, DEO has an absolute right to recoup Award Funds. DEO may refuse to reimburse Grantee for any cost if DEO determines that such cost was not incurred in compliance with the terms of this Agreement. DEO may demand a return of Award Funds if DEO terminates this Agreement. The application of financial consequences as set forth in the Scope of Work is cumulative to any of DEO'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 DEO. 3. Discovery of Overpayments. Grantee shall refund any Overpayment of Award Funds to DEO within 30 days of Grantee's discovery of an Overpayment,or receipt of notification from DEO that and Overpayment has occurred. DEO is the final authority as to what may constitute an Overpayment of Award Funds. Refunds should be sent to DEO's Agreement Manager and made payable to the "Department of Economic Opportunity". Should repayment not be made in a timely manner, DEO 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. DEO 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 DEO 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 Page 8 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 $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 DEO. DEO 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 DEO's sole and absolute discretion, after DEO's review of Grantee's insurance coverage when Grantee is unable to comply with DEO's requests concerning additional appropriate and necessary insurance coverage. Upon execution of this Agreement,Grantee shall provide DEO 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 DEC) 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 DEO 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 DEO's Agreement Manager with each insurance renewal. 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 DEO,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 DEO. 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. Page 9 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 When Grantee has access to DEO's network and/or applications, in order to fulfill Grantee's obligations under this Agreement, Grantee shall abide by all applicable DEO 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 DEO in writing when Grantee, its employees, agents, or representatives become aware of an inadvertent disclosure of DEO's unsecured confidential information in violation of the terms of this Agreement. Grantee shall report to DEO 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 DEO information in Grantee's possession or electronic interference with DEO operations; provided, however, that random attempts at access shall not be considered a security incident. Grantee shall make a report to DEO 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 DEO'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 under this section of the statute, Grantee shall provide that notification, but only after receipt of DEO's written approval of the contents of the notice. Defined statutorily, 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 the Grantee is not a breach, provided the information is not used for a purpose unrelated to the 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 DEO 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 the Grantee or its employees, agents or contractors to the creation of such works shall be considered works made for hire by the Grantee for DEO and, upon creation, shall be owned exclusively by DEO. To the extent that any such works may not be considered works made for hire for DEO under applicable law, Grantee agrees, upon creation of such works, to automatically assign to DEO ownership, including copyright interests and any other Page 10 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 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 DEO 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, DEO 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 DEO to do so. Grantee shall give DEO 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 priorwritten approval from the appropriate DEO authority before purchasing any Information Technology Resource (ITR) or conducting any activity that will impact DEO'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 DEO Agreement Manager listed herein in writing for the contact information of the appropriate DEO 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 DEO 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 DEO. Page 11 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 4. Immediately upon discovery, Grantee shall notify DEO, 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 DEO 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 DEO 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 DEO'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. DEO, in its sole discretion, may require Grantee to refund to DEO 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) 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 "DEO" includes the State of Florida and any successor office, department, or agency of DEO, and any person or entity which has been duly authorized to and has the actual authority to act or perform on DEO's behalf. The recitals of this Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Agreement Page 12 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 and the Parties. Time is of the essence with respect to the performance of all obligations under this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement,and 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. DEO 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. V. EMPLOYMENT ELIGIBILITY VERIFICATION—E-VERIFY The Governor of Florida's Executive Order 11-116 requires state agency contracts in excess of a nominal value to expressly require Grantee to: (1) Utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees Grantee hired during the Agreement term; and (2) Include in all subcontracts under this Agreement the requirement that subcontractors performing work or providing services pursuant to this Agreement utilize the E-Verify system to verify the employment eligibility of all new employees subcontractor hired during the term of the Subcontract. The Department of Homeland Security's E-Verify system can be found at: https://www.e-verify.gov If the Grantee does not have an E-Verify MOU in effect, the Grantee must enroll in the E-Verify system prior to hiring any new 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 DEO'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. Page 13 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 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 DEO,which consent may be withheld in DEO's sole and absolute discretion. DEO 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. 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 DEO 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 DEO 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 DEO 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 DEO security and administrative requirements identified herein. DEO may conduct,and Grantee shall cooperate in,a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee. DEO 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 DEO'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. DEO 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. S. Grantee agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO 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 Page 14 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 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 DEO's Agreement Manager. The Office of Supplier Diversity at (850) 487-0915 will assist in furnishing names of qualified minorities. DEO's Minority Coordinator at (850) 245-7471 will assist with questions and answers. 7. DEO shall retain the right to reject any of Grantee's or subcontractor's employees whose qualifications or performance, in DEO'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 DEO of any of provision herein shall be effective unless explicitly set forth in writing and signed by DEO. No waiver by DEO 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 DEO 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 Page 15 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 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. DEO shall decide disputes concerning the performance of the Agreement, and DEO shall serve written notice of same to Grantee. DEO's decision shall be final and conclusive unless within 21 calendar days from the date of receipt, Grantee files with DEO a petition for administrative hearing. DEO'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. INDEMNIFICATION 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 DEO,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 DEO,and their officers, agents,and employees for that portion of any loss or damages the negligent act or omission of DEO or the State proximately caused. 3. Further, Grantee shall fully indemnify, defend, and hold harmless the State and DEO 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 DEO's misuse or modification of Grantee's products or DEO'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 DEO 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 DEO the right to continue using the product,Grantee shall remove the product and refund DEO the amounts paid in excess of a reasonable fee, as determined by DEO in its sole and absolute discretion,for past use. DEO 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 DEO 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 Page 16 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 made by the State or DEO in any legal action without Grantee's prior written consent,which shall not be unreasonably withheld. S. The State and DEO 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. CC. CONTACT INFORMATION FOR GRANTEE AND DEO Grantee's Agreement Manager: Aneta Barton, Budget Manager City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 Telephone:407-327-5961 Facsimile:407-327-4753 Email: abartonnwintersprinesfl.or� DEO's Agreement Manager: Amanda Iscrupe Department of Economic Opportunity 107 East Madison Street, MSC 160 Tallahassee, FL 32399-4120 Telephone: (850)717-8496 Facsimile: (850)717-8522 Email: amanda.iscrupe@deo.myflorida.com 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. [Rest of page left intentionally blank;Attachments to follow after signature page] Page 17 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 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. DEPARTMENT OF ECONOMIC OPPORTUNITY CITY OF WINTER SPRINGS,FLORIDA By By _ Signature Signature Mario Rubio Shawn Boyle Title Director of Community Development Title City Manager Date Date Approved as to form and legal sufficiency,subject only to full and proper execution by the Parties. OFFICE OF GENERAL COUNSEL DEPARTMENT OF ECONOMIC OPPORTUNITY By: Approved Date: Page 18 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 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 2276,Chapter 2020-111,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 develop a Parks and Recreation Master Plan (Master Plan)for the City of Winter Springs for improved recreational opportunities and an atmosphere for economic growth. The first step in completing the Master Plan will include an evaluation of existing conditions that will assess infrastructure, signage, recreation related businesses, and traffic safety. The second step will involve an economic analysis that includes evaluating potential returns on investment of two funding mechanisms that could be utilized in implementing projects from the Master Plan. The last two steps of the process will provide for public engagement opportunities and the creation of the final plan. The resulting Parks and Recreation Master Plan will contain a parks and recreation projects and programs component and a bike and pedestrian opportunities component. In bringing this project to fruition,the City will fulfill its Comprehensive Plan goal of completing a thorough parks and recreation survey and will make strides in addressing one of the citizens' top priorities, that of providing additional recreational opportunities. 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. Existing Conditions Analysis;Subcontract or Notice. Grantee shall create an Existing Conditions Analysis Report which shall include the following components: 1. Generate data and maps on the locations of the City population demographics in relation to the location of existing recreational assets. Vacant properties will also be identified through this process as potential future sites for park and open space locations. 2. Identify and/or map existing bicycle and pedestrian infrastructure, wayfinding signage, and businesses specializing in recreation equipment and experiences. Gaps or missing links in infrastructure and wayfinding signage will be examined and wayfinding signage templates may be created, if necessary. Existing bicycle and pedestrian maps will be updated during this process. 3. Identify the Annual Average Daily Traffic, listed speeds on vehicle travel lanes with attached bicycle lanes,and other roadway characteristics all in conjunction with researching pedestrian injuries and fatalities that have occurred on or near City bicycle lanes and trails. Grantee will Page 19 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 also locate businesses within approximately a half-mile from trailheads and access points as these facilities have potential to be patronized by bicyclists and pedestrians. 4. Develop a lighting analysis that identifies up to ten priority areas for assessment, which will involve determining existing lighting conditions and providing recommendations for future lighting improvements. 5. If the 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 DEO or notify DEO 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. Economic Analysis;Subcontractor Notice. Grantee shall: 1. Prepare an analysis of two(2)funding mechanisms of the City's choosing that could be utilized in implementing projects from the Parks and Recreation Master Plan. Such an analysis could be utilized in determining whether a funding mechanism,such as a sales tax or city allocation, will include a return on investment that warrants such an action. 2. If the Grantee enters into any subcontract or an amendment to an existing subcontract for work to be performed under this Agreement that has not previously been provided to DEC, provide a copy of the subcontract or amendment to DEO or notify DEO 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. C. Deliverable 3. Public Engagement;Subcontract or Notice. Grantee shall: 1. Conduct a minimum of one(1) public outreach meeting, either in person or by virtual means, to present information on bicycle, pedestrian, and recreation needs and to engage residents in the process while garnering their feedback on the following topics: a.Gaps in facilities. b. Bicycle, pedestrian and recreational needs. c. Funding options. d. Potential future plans. 2. Utilize information from the public outreach meeting to create an online MetroQuest survey that provides an opportunity for residents to provide input on: a. Specific needs at each park. Page 20 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 b.Areas to add bicycle and/or pedestrian amenities. c. New parks and open space. d. Evaluating funding mechanisms. e.The current use of parks and programs. 3. Create a Public Engagement Summary report consisting of a summary of outreach efforts and findings from the public outreach meeting and online MetroQuest survey with any recommendations. 4. If the Grantee enters into any subcontract or an amendment to an existing subcontract for work to be performed under this Agreement that has not previously been provided to DEO, provide a copy of the subcontract or amendment to DEO or notify DEO in writing by email or other document that no such subcontract or amendment was entered into as of the Deliverable Due Date for this Deliverable 3. D. Deliverable 4. Master Plan and City Commission Meeting;Subcontract or Notice. Grantee shall: 1. Develop a Parks and Recreation Master Plan that is composed of the following two (2) components: a. A parks and recreation projects and programs section that incorporates information received during the preceding stages represented in Deliverables 1 through 3 of this Scope of Work and includes improvements for existing park and recreation areas in conjunction with future park planning locations and concepts. b. A bicycle and pedestrian opportunities section that will provide an update to the existing conceptual bicycle/pedestrian map and address the City's top five (5) priority focus areas with recommendations. 2. Conduct an advertised public meeting before the City Commission to request approval of the Final Parks and Recreation Master Plan; or, provide a written acknowledgement that such meeting shall be conducted before the end of the calendar year. 3. Coordinate with City and stakeholders, including the Parks and Recreation Advisory Committee and the Bicycle and Pedestrian Advisory Committee, regarding future park planning and create concepts for these areas. 4. If the Grantee enters into any subcontract or an amendment to an existing subcontract for work to be performed under this Agreement that has not previously been provided to DEO, provide a copy of the subcontract or amendment to DEO or notify DEO in writing by email or Page 21 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 other document that no such subcontract or amendment was entered into as of the Deliverable Due Date for this Deliverable 4. 4. DEO RESPONSIBILITIES: DEO shall receive and review the Deliverables and, upon DEO'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, DEO shall process payment to Grantee in accordance with the terms and conditions of this Agreement. S. 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. Existing Completion of Deliverable 1 as $15,000 As provided in Conditions Analysis; evidenced by submission of all Section 12 of Subcontract or Notice of the following: this Scope of I Work, below. Grantee shall develop an ' 1. Existing Conditions Analysis Existing Conditions Report. Analysis Report and provide a copy of a 2. Copy of a subcontract or subcontract,amendment amendment to a to a subcontract,or notice subcontract entered into by to DEO in accordance with the Grantee, if any,or an Section 3.A. of this Scope email or other document of Work. notifying DEO that no such subcontract or amendment Deliverable due date: was entered into as of the March 19,2021 Deliverable Due Date for this 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 provided on a compact disc in PDF format with ArcGIS compatible shapefiles if they are available. Deliverable 2. Economic Completion of Deliverable 2 as $5,000 As provided in Analysis;Subcontract or evidenced by submission of all Section 12 of Notice of the following: this Scope of Work, below. Grantee shall conduct an 1. Economic Analysis report Economic Analysis and with associated tables and provide a copy of a charts. _ Page 22 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 subcontract,amendment to a subcontract,or notice 2. Copy of a subcontract or in accordance with amendment to an existing Section 3.13.of this Scope subcontract entered into by of Work. the Grantee, if any, or an email or other document Deliverable due date: notifying DEO that no such March 19,2021 subcontract or amendment was entered into as of the Deliverable Due Date for this 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 provided on a compact disc in PDF format with ArcGIS compatible shapefiles if they are available. Deliverable 3. Public Completion of Deliverable 3 as $14,000 As provided in Engagement;Subcontract evidenced by submission of all Section 12 of or Notice of the following: this Scope of Work, below. Grantee shall conduct a 1. Copy of Public Notice or public outreach meeting, Advertisement for the public develop an online survey, outreach meeting. create a Public Engagement Summary, 2. Copies of handouts and/or and provide a copy of a presentation materials subcontract,an utilized at the public amendment to a outreach meeting. subcontract,or a notice in accordance with Section 3. Screenshot(s)or copies 3.C. of this Scope of Work. documenting the online MetroQuest survey in its Deliverable due date: entirety. April 30,2021 4. Written Public Engagement Summary report summarizing results and findings from the MetroQuest survey and the public outreach meeting. Page 23 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 5. Copy of a subcontract or amendment to an existing subcontract entered into by the Grantee not previously provided to DEO, if any,or an email or other document advising DEO that no such subcontract or amendment was entered into before the Deliverable Due Date for this Deliverable 3. 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 provided on a compact disc in PDF format with ArcGIS compatible shapefiles if they are available. Deliverable 4. Master Completion of Deliverable 4 as $15,000 As provided in Plan and City Commission evidenced by submission of all Section 12 of Meeting;Subcontract or of the following: this Scope of Notice Work, below. 1. Parks and Recreation Grantee shall develop a Master Plan. Parks and Recreation Master Plan, present the 2. Copies of public meeting Plan to the City notice(s), meeting Commission,and provide agenda(s),and either a copy of a subcontract, minutes or a written an amendment to a summary for the City subcontract,or a notice in Commission meeting in accordance with Section which the Plan is 3.D.of this Scope of Work. considered;or,a written acknowledgement that such Deliverable due date: meeting shall be conducted May 31,2021 before the end of the calendar year. 3. Copy of a subcontract or amendment to an existing subcontract entered into by the Grantee not previously provided to DEO, if any,or an email or other document advising DEO that no such subcontract or amendment Page 24 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 was entered into before the Deliverable Due Date for this Deliverable 4. 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 provided on a compact disc in PDF format with ArcGIS compatible shapefiles if they are available. Total Amount Not to Exceed$49,000 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 DEO'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 subcontract(s) shall be provided to DEO's Agreement Manager as provided in Sections 3.A. and 5. above. 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 DEO 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 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 DEO's ability to approve and reimburse allowable costs, incurred by Grantee in providing the deliverables herein. Prior written approval from DEO'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 DEO reimburse costs of more than the total amount of this Agreement. 10. INVOICE SUBMITTAL AND PAYMENT. Page 25 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA4561-A2EB-982FEA55F52B Agreement#P0386 A. DEO 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. 215.971ti 11, 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 for each deliverable shall be submitted to DEO's Agreement Manager by U. S. Mail or by electronic mail with the deliverable for which the invoice is submitted. 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 DEO 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. 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 Page 26 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 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. 11. SUBMITTAL, REVIEW AND ACCEPTANCE OF DELIVERABLES; NOTICE; OPPORTUNITY TO CURE. Grantee shall submit all deliverables to DEO's Agreement Manager. DEO will review all work submitted for payment under the deliverables and will determine in DEO'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, DEO shall provide written notice to Grantee by electronic mail of DEO'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 DEO determines that a deliverable is not sufficient under this Agreement, Grantee shall have 10 business days from the date of receipt of notice from DEO 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. DEO may extend this timeframe in writing(which may be by electronic mail) if Grantee is actively working with DEO 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 DEO 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 DEO. 12. FINANCIAL CONSEQUENCES. Page 27 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 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 DEO 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 DEO or the maximum amount of financial consequence accrues,whichever occurs first. 2. Grantee is given a notice of insufficiency and fails to submit to DEO 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 DEO or the maximum financial consequence accrues,whichever occurs first. B. Imposition of the above described financial consequences shall in no manner affect DEO's right to impose or implement other provisions in this Agreement including the right to terminate this Agreement. 13. PRELIMINARY DRAFT DELIVERABLES; DEO REVIEW AND COMMENT. Preliminary draft deliverables of proposed or adopted comprehensive plan amendments are required to be provided to DEO 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 DEO 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 DEO for review and comment no later than ten (10) business days before the deliverable due date. If DEO provides comments, Grantee is urged to address them in the deliverable submitted to DEO for payment. If submission of a preliminary draft deliverable for DEO review and comment is required under Section 3 or Section 5 of this Scope of Work,above, DEO shall provide comments to the Grantee no later than four business days before the deliverable due date and the deliverable must address DEO'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. 163.3184(10). F.S., and will be evaluated for compliance as part of DEO's review and determination of whether the deliverable is sufficient to satisfy the requirements in the Scope of Work. DEO's compliance determination will be a limited determination without input from 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 DEO 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 DEO based on comments by DEO or other reviewing agencies. Documents submitted to DEO 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 DEO for payment. Page 28 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 15. EXTENSIONS OF TIME OF DELIVERABLE DUE DATES. Notwithstanding Section D., Renegotiation or Modification,of this Agreement, DEO's Agreement Manager, in DEO'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 DEO'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 DEO's Agreement Manager on or after the deliverable due date to which the extension applies will not be granted; C. If requested by DEO's Agreement Manager,Grantee's Agreement Manager must explain the reason for the requested extension; and D. DEO'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 applyto 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 DEO 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 DEO's Agreement Manager in writing within twenty-four (24) chronological hours. 18. GRANTEE'S RESPONSIBILITIES UPON TERMINATION. If DEO issues a Notice of Termination to Grantee,except as otherwise specified by DEO 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 DEO; C. Take such action as may be necessary, or as DEO may specify, to protect and preserve any property which is in the possession of Grantee and in which DEO has or may acquire an interest; and Page 29 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 D. Upon the effective date of termination of this Agreement,Grantee shall transfer,assign,and make available to the DEO all property and materials belonging to DEO. 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. -Remainder of Page Intentionally Left Blank— Page 30 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 Attachment 1-A—Invoice:Grantee's Subcontractor(s)(Contractual Services) INVOICE GRANTEE'S NAME: INVOICE NO.: FEIN: INVOICE DATE: Agreement No.: TO: FOR: Florida Department of Economic Opportunity [Grantee name] Division of Community Development [Grantee address] Attn.: Amanda Iscrupe [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 $_ Page 31 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 Attachment 1-113—Invoice:Grantee's Employee(s) INVOICE GRANTEE'S NAME: INVOICE NO.: FEIN: INVOICE DATE: Agreement No.: TO: FOR: Florida Department of Economic Opportunity [Grantee name] Division of Community Development [Grantee address] Attn.: Amanda Iscrupe [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 $_ Page 32 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 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 Economic Opportunity [Grantee name] Division of Community Development [Grantee address] Attn.: Amanda Iscrupe [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 $, Page 33 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 Attachment 1-D Ron DeSantis Dane Eagle __ - GOVERNOR EXECUTIVE DIRECTOR FLORIDA DEPARTMENT,/ ECONOMIC OPPORTUNITY GRANT AGREEMENT FINAL CLOSEOUT FORM FLAIR Contract ID: Recipient Name: Contract Amount Vendor ID: Deob' ated Funds Contract End Date: Final Contract Amount Section A:Financial Reconciliation 1.Total Recipient Funds Received from DEO 2.Total Recipient Expenditures 3.Balance of Unex fended Program Income i 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 followin^mc'dent income was earned under this contract. Descri tion of Recipient Income Source Amount Expended Balance Total Program Income $0.00 $0.00 $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$1,000 or more per unit with grant funds are listed below. I do hereby certify that the property inventory described below is complete and correct.Notification will be sent immediately to the Department of Economic Opportunity if any changes occur to this inventory.I will not destroy,sell,or otherwise dispose of this property without written permission o f the De artment. Description of Pro Inventory Description and Serial Quantity Acquisitions Condition Location Number Cost Date 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: Title: Date Signed: Section E:DEO Internal Review and Aj]Lroval By signing below,I certify,that the above representations for Financial Reconciliation,Recipient Income,and Property Inventory are true and accurate. _ Name: Signature: Page 34 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 Attachment 2 AUDIT REQUIREMENTS The administration of resources awarded by DEO to the recipient (herein otherwise referred to as "Grantee") may be subject to audits and/or monitoring by DEO 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 DEO 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 DEO. In the event the DEO determines that a limited scope audit of the recipient is appropriate,the recipient agrees to comply with any additional instructions provided by DEO staff to the recipient regarding such audit.The recipient further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Chief Financial Officer(CFO)or Auditor General. AUDITS. PART I: FEDERALLY FUNDED. This part is applicable if the recipient is a state or local government or a nonprofit organization as defined in 2 CFR§200.90, §200.64,and§200.70. 2. 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 DEO 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 DEO. 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. L 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 DEO 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 Page 35 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 assistance received from DEO, 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 submitting the single audit reporting package. Updates to the location of the FAC and data entry system may be found at the OMB website. Z 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. DEO at each of the following addresses: Electronic copies(preferred): or Paper(hard copy): Audit,-:'deo.mvflorida.com Department Economic Opportunity MSC#130,Caldwell Building 107 East Madison Street Tallahassee, FL 32399-4126 Page 36 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 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 III of this form shall be submitted by or on behalf of the recipient directly to: Electronic copies(preferred): or Paper(hard copy): Audit Ccodeo.myflorida.com Department Economic Opportunity MSC#130,Caldwell Building 107 East Madison Street Tallahassee, FL.32399-4126 4, Any reports,management letters,or other information required to be submitted DEO 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 DEO 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 DEO,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 DEO,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 DEO. 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. -Remainder of Page Intentionally Left Blank- Page 37 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 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: DEPARTMENT OF ECONOMIC OPPORTUNITY — CSFA 40.024 — GROWTH MANAGEMENT IMPLEMENTATION -$49,000.00 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. -Remainder of Page Intentionally Left Blank- Page 38 of 39 Rev.7/31/20 DocuSign Envelope ID:8F7A89AB-39FA-4561-A2EB-982FEA55F52B Agreement#P0386 ATTACHMENT 3 Audit Compliance Certification Grantee Name: FEIN: Grantee's Fiscal Year: 1-n- If "7rel Contact Person Name and Phone Number: 1 -*-*V7� Contact Person Email Address: Ti 0/'f 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 Economic Opportunity(DEO)? 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 DEO 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 DEO? 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 DEO 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 co :ect. ' 10 0; Signature ofAlI 60 ized Representative Date A.- Printed Name of Authorized Representa ive Title of Aut orized Repr ntative Page 39 of 39 Rev.7/31/20