APPENDIX II - CONTRACT DRAFT.pdf

APPENDIX II

FDACS-01085 Rev. 12/25

Florida Department of Agriculture and Consumer Services Division of Administration

CONTRACTUAL SERVICES AGREEMENT

This Agreement made and entered into by and between the Florida Department of Agriculture and Consumer Services, (Department), and _____________________________, (Contractor), and collectively referred to as the Parties.

ARTICLE 1: TERM

1.1 Contract Period. This Agreement shall begin on ____________________and shall end on

January 30, 2029. The Department shall not be obligated to pay for costs incurred related to this Agreement prior to its begin date or after its end date.

1.2 Extent of the Agreement.

This Agreement supersedes any prior negotiations, representations, or agreements not included or incorporated into this agreement. In addition to any exhibits attached hereto, the following documents are incorporated into and made a part of this Agreement: (1) Florida Department of Agriculture and Consumer Services Request for Proposal - Statement of Qualifications dated ________________ (“RFP Solicitation”); and (2) the Contractor’s responsive submission to the RFP Solicitation (“SOQ Contractor Proposal”). Any reference herein to a document (including this Agreement) is to that document as same may be duly amended from time to time.

This Agreement may be amended only by written instrument signed by both the Department and the Contractor. In the event of a conflict or inconsistency between any of the documents referenced in this Article 1.2, the controlling document(s) in order of precedence will be

(1) this Agreement (including all attachments and exhibits attached hereto;

a) Exhibit I Department Project Work Order

b) Exhibit II Florida Energy Saver Program Owner Contract Package

c) Exhibit III Contractor Participation Manual

d) Exhibit IV Contractor Code of Conduct

(2) the RFP Solicitation; and

(3) the SOQ Contractor Proposal.

1.3 Extension and Renewal.

1.3.1 In accordance with Section 287.057(13), Florida Statutes (F.S.), extension of a contract for contractual services must be in writing for a single period only not to exceed six (6) months and shall be subject to the same terms and conditions set forth in the initial contract. There may be only one extension of a contract unless the failure to meet the criteria set forth in the contract for completion of the contract is due to events beyond the control of the Contractor.

1.3.2 This Agreement may be renewed for a period that may not exceed three (3) years, or the term of the original Agreement, whichever period is longer. Renewal of this Agreement shall be in writing and subject to the same terms and conditions

WILTON SIMPSON

COMMISSIONER

set forth in the initial Agreement and any written amendments signed by the Parties. Renewals shall be contingent upon satisfactory performance evaluations by the Department and subject to the availability of funds. Renewal costs may not be charged by the Contractor.

1.3.3 Any amendment, extension, or renewal shall be in writing and signed by both Parties.

ARTICLE 2: SERVICES

2.1 Scope of Work. The Regional General Contractor (RGC) is responsible for providing products and services awarded by the Florida Energy Savings Program (FESP) to eligible property owners, in Region(s) ________________, as defined in the FESP Regional Designation (APPENDIX I), as specified in RFP OOE 25 26 73, contractor submission and award dated

2.2 The designated United Nations Standard Products and Services Code (UNSPSC) for this

Agreement is:

2.3 Deliverables. The Contractor must comply with all FESP Program requirements and provide the quantifiable, measurable, and verifiable units of deliverables, as described in the FESP Project Work Order (EXHIBIT I). Deliverable acceptance must be received and accepted in writing by the contract manager before payment will be made.

2.4 Financial Consequences. The Contractor shall perform all deliverables within the milestone or completion date(s) established in the Department Project Work Order unless the Department authorizes an extension or amendment to the project timeline. If the Contractor fails to meet an established milestone or completion date by more than 30 days, a 5% reduction in payment will be applied to the Contractor invoice. If the Contractor fails to meet an established milestone or completion date by more than 60 days, this Agreement may be subject to termination pursuant to Article 7.

ARTICLE 3: COMPENSATION & EXPENSES

3.1 The Department will pay the Contractor as follows:

3.1.1 The fixed price amount established in the Department Project Work Order

(EXHIBIT I) for each eligible program assignment. The fixed price amount shall include the Construction Fee (if any) of _______ %, minus the retainage fee of five percent (5%) as applicable. In no event will the Department be responsible for payment of fees specified in the Agreement between the Applicant (Owner) and the Contractor (Exhibit II), or fees associated with of the overhead, profit, general expenses or fees of any kind which would cause the Construction and Overhead and Profit fee set for in this agreement to be exceeded.

3.1.2 The Contractor has provided all FESP Program required forms and documentation to validate completion of the Deliverable as specified in the Contractor Participation Manual (Exhibit III).

3.2 The Department may make partial payments to the Contractor upon partial delivery of services when a request for such partial payment is made by the Contractor and approved by the Department.

3.3 Travel Expenses. Separate reimbursement for travel is not contemplated under this Agreement; however, if prior written authorization is received from the Department, invoices for any travel expenses must be submitted in accordance with Section 112.061, F.S.

3.4 Invoices. All invoices for services shall be submitted to the Department in detail sufficient for a proper pre-audit and post-audit thereof.

3.4.1 Section 215.422, F.S., provides that agencies have five (5) working days to inspect and approve goods and services, unless bid specifications or the purchase order specifies otherwise

3.4.2 Invoices must include all required reports, forms, and documentation as defined in this Agreement to be accepted by the Department. Invoices determined to be incomplete will be returned to the Contractor within five (5) working days of submission to the Department.

3.4.3 Invoices returned by the Department to the Contractor due to preparation errors will result in a payment delay. Invoice payment requirements do not start until a properly completed invoice is provided to the Department.

3.5 Payments: Unless otherwise stated in this Agreement or bid specifications (if applicable), the

Department shall pay the Contractor in accordance with Section 215.422, F.S. Payments under this Agreement are further subject to the approval of the State Chief Financial Officer (Department of Financial Services). Interest penalties for late payment are available in accordance with Section 215.422(3)(b), F.S., and subject to the provisions of Section 55.03, F.S.

3.6 Transaction Fee. The Contractor shall be pre-qualified as meeting mandatory requirements and qualifications and shall remit fees pursuant to Section 287.057(24), F.S., and any rules implementing Section 287.057, F.S.

3.7 Dispute Resolution. If a dispute over fees invoiced under this Agreement arises, the Parties shall work to resolve the dispute informally. Should the Parties be unable to resolve the dispute informally, the Department and Contractor shall participate in mandatory binding arbitration.

3.8 Pursuant to Section 215.422(5), F.S., the Department of Financial Services has established a

Vendor Ombudsman to act as an advocate for vendors who may be experiencing problems in obtaining timely payments from a state agency and may be contacted at (850) 413-5516.

3.9 Contingency. In accordance with Section 287.0582, F.S., the State of Florida’s performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. The Department shall be the final authority as to the availability of funds for this Agreement, and as to what constitutes an “annual appropriation” of funds to complete this Agreement. If such funds are not appropriated or available for the Agreement purpose, such event will not constitute a default on the Department or the State. The Department agrees to notify the Contractor in writing at the earliest possible time if funds are not appropriated or available.

ARTICLE 4: INTELLECTUAL PROPERTY

4.1 Anything by whatsoever designation it may be known, that is produced by or developed in connection with this Agreement, shall become the exclusive property of the Department and may be copyrighted, patented, or otherwise restricted as provided by Florida or federal law.

Neither the Contractor nor any individual employed under this Agreement shall have any proprietary interest in the product.

4.2 With respect to each deliverable that constitutes a work of authorship within the subject matter and scope of U.S. Copyright Law, 17 U.S.C. Sections 102-105, such work shall be a “work for hire” as defined in 17 U.S.C. Section 101 and all copyrights subsisting in such work for hire shall be owned exclusively by the Department.

4.3 In the event it is determined as a matter of law that any such work is not a “work for hire,” the

Contractor shall immediately assign to the Department all copyrights subsisting therein for the consideration set forth in the contract and with no additional compensation.

4.4 The foregoing shall not apply to any preexisting software, or other work of authorship used by the Contractor to create a deliverable, but which exists as work independent of the deliverable, unless the preexisting software or work was developed by the Contractor pursuant to a previous contract with the Department or a purchase by the Department under a State Term Contract.

4.5 The Contractor shall fully indemnify, defend, and hold harmless the Department 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 intellection property right, provided, however, the foregoing obligation shall not apply to the Department’s misuse or modification of the Contractor’s products or Department’s operation or use of the Contractor’s product in a manner not contemplated by the Agreement.

If any product is the subject of an infringement suit, or in the Contractor’s opinion is likely to become the subject of such a suit, the Contractor at its sole expense shall procure for the Department the right to continue using the product or to modify it to become non-infringing. If the Contractor is not reasonably able to modify or otherwise secure for the Department the right to continue using the product, the Contractor shall remove the product and refund the Department the amounts paid in excess of a reasonable rental for past use. The Department shall not be liable for any royalties.

4.6 The Contractor’s obligations under the preceding paragraph with respect to any legal action are contingent upon the Department giving the Contractor: (1) written notice of any action or threatened action; (2) the opportunity to take over and settle or defend any such action at the Contractor’s sole expense; and (3) assistance in defending the action at the Contractor’s sole expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or made by the Department in any legal action without the Contractor’s prior written consent, which shall not be unreasonably withheld.

ARTICLE 5: ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1 The Contractor acknowledges and agrees that any articles that are the subject of, or required to carry out this Agreement, in accordance with Section 287.042, F.S., shall be purchased from a nonprofit agency for the blind or for the severely handicapped that is qualified pursuant to Chapter 413, F.S., in the same manner and under the same procedures set forth in Section 413.036(1) and (2), F.S.; and for purposes of this Agreement the person, firm or other business entity carrying out the provisions of this Agreement shall be deemed to be substituted for the state agency insofar as dealings with such qualified nonprofit agency are concerned. Available products, pricing and delivery information may be obtained by contacting: RESPECT of Florida, 2475 Apalachee Parkway, Suite 205, Tallahassee, Florida 32301-4946, telephone number (850) 942-3555 and fax number (850) 942-7832.

5.2 The Contractor acknowledges and agrees that any articles which are the subject of, or required to carry out this Agreement, in accordance with Section 287.095(3), F.S., shall be purchased from the corporation identified under Chapter 946, F.S., in the same manner and under the same procedures set forth in Section 946.515(2) and (4), F.S.; and for the purposes of this Agreement, the person, firm or other business entity carrying out the provisions of this contract shall be deemed to be substituted for the Department insofar as dealings with such corporation are concerned. The “corporation identified” is Prison Rehabilitative Industries and Diversified Enterprises, Incorporated. Available products, pricing and delivery schedules may be obtained by contacting: PRIDE Enterprises, 223 Morrison Road, Brandon, Florida 33511-4835, telephone number (813) 324-8700.

5.3 The Contractor acknowledges and agrees that, pursuant to Section 287.133(2)(a), F.S., a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, F.S., for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list.

5.4 The Contractor acknowledges and agrees that, pursuant to Section 287.134(2)(a), F.S., an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity.

5.5 The Contractor acknowledges and agrees that, pursuant to Section 287.137(2)(a), F.S., a person or an affiliate who has been placed on the antitrust violator vendor list following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply for any new contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply for a new contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on new leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a new contract with a public entity;

and may not transact new business with a public entity.

5.6 The Contractor certifies that it and all subcontractors are registered with and use the E-Verify system to verify the work authorization status of all new employees of the Contractor and subcontractor as required by Section 448.095, F.S., and Contractor shall receive and maintain affidavits from subcontractors as required by Section 448.095(5)(b), F.S., for the duration of this Agreement. The Contractor acknowledges and agrees that the employment of unauthorized aliens by any person or entity is considered a violation of 8 U.S.C. § 1324a. If the Department has a good faith basis to believe that the Contractor has knowingly violated Section 448.09(1), F.S., such violation shall be cause for unilateral cancellation of this Agreement.

5.7 The Contractor shall not discriminate on the basis of race, sex, religion, color, national origin, age or disability and shall comply with all applicable state and federal laws and regulations related thereto, including without limitation, the Americans with Disabilities Act (42 USC 12101 et. Seq.); Section 504 of the Rehabilitation Act of 1973 (29 USC 795); and the Age Discrimination Act of 1975 (42 USC 6101-6107).

5.8 The Contractor understands and shall comply with Section 20.055(5), F.S.

5.9 The Contractor represents and certifies that it has reviewed Sections 215.4725, 287.135, F.S., and is not listed on either the Scrutinized Companies that Boycott Israel List, Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List. The Contractor further represents and certifies that it does not have business operations in Cuba or Syria as proscribed by Section 287.135, F.S. Failure to certify or falsely certifying compliance with Sections 215.4725 and 287.135, F.S., may subject the Contractor to civil penalties, attorney’s fees, and other penalties and consequences provided for by law including termination of this Agreement.

5.10 If this Agreement involves federal funds, the Contractor represents and certifies that it shall comply with the Federal Acquisition Regulation 52.204-25, prohibition on contracting for certain telecommunications and video surveillance services or equipment pursuant to the National Defense Authorization Act. Failure to comply or if the Contractor knowingly provides funds to any entity prohibited from receiving a contract or award pursuant to the Federal Acquisition Regulation 52.204-25 shall be cause for unilateral cancellation of this Agreement.

Subcontractors shall be verified by the Contractor through the General Services Administration (GSA) Federal Excluded Parties List: https://sam.gov/SAM/.

ARTICLE 6: PUBLIC RECORDS

6.1 To the extent that the Contractor meets the definition of “Contractor” under Section 119.0701, F.S., all documents, including papers, letters, or any other record or materials prepared pursuant to this Agreement are subject to Florida’s Public Records Law. The Contractor must:

6.1.1 Keep and maintain public records required by the Department to perform the service.

6.1.2 Upon request from the Department’s custodian of public records, provide the Department with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at no cost to the Department.

6.1.3 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 the duration of the contract period and following completion or termination of the contract if the Contractor does not transfer the records to the Department.

6.1.4 Upon completion or termination of the contract, transfer, at no cost, to the

Department all public records in possession of the Contractor or keep and maintain public records required by the Department to perform the service. If the Contractor transfers all public records to the Department upon completion or termination of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion or termination of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be https://sam.gov/SAM/ provided to the Department, upon request from the Department’s custodian of public records, in a format that is compatible with the information technology systems of the Department.

6.2 The Department shall have the right of unilateral termination for cause for refusal by the

Contractor to allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with the contract, unless the records are exempt from disclosure pursuant to Florida law.

6.3 Nothing in this Article shall be considered a waiver of the provisions of Section 119.0701, F.S.

IF THE CONTRACTOR HAS ANY QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING

TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC

RECORDS:

OFFICE OF GENERAL COUNSEL

407 SOUTH CALHOUN STREET, SUITE 520

TALLAHASSEE, FL 32399

PHONE: (850) 245-1000

EMAIL: PRCUSTODIAN@FDACS.GOV

ARTICLE 7: TERMINATION

7.1 For Convenience. The Department may terminate this Agreement in whole or in part for its convenience by giving at least fifteen (15) days written notice by electronic or registered mail to the Contractor, specifying the effective date of termination.

7.2 For Cause. The Department may terminate this Agreement for cause; provided, however, no right of default shall accrue until thirty (30) days after the defaulting party is notified in writing of the reason(s) for termination and has failed to cure or give adequate assurances of performance within the thirty (30) day period after notice of termination. If, after termination, it is determined that the Contractor was not in default, or that the default was excusable or the termination for cause was in error, the rights and obligations of the Parties shall be the same as if the termination had been issued for the convenience of the Department pursuant to Section 7.1. The rights and remedies of the Department in this clause are in addition to any other rights and remedies provided by law or under this Agreement.

7.2.1 For cause termination shall be defined as default, breach, or failure of the

Contractor to fulfill any of its obligations hereunder.

7.2.2 Opportunity to Cure. Prior to the exercise of any remedy provided herein, the

Department shall provide thirty (30) calendar days written notice of default and shall provide the Contractor the opportunity to cure such failure or default within that thirty (30) day period. Upon the failure or inability to cure, the Department shall have all rights and remedies provided at law or in equity, including without limitation the following: (i) temporarily withhold cash payments pending correction of the deficiency by the Contractor; (ii) disallow all or part of the cost of the mailto:PRCUSTODIAN@FDACS.GOV services not in compliance; and/or (iii) wholly or partly suspend or terminate this

7.3 Obligations of Parties Upon Termination.

7.3.1 The Department shall pay and/or reimburse the Contractor for services satisfactorily completed in accordance with the terms and conditions of this Agreement, subject to any damages sustained by the Department. Upon the effective date of termination, the Department shall have no further obligation to make any payments, other than that which became due prior to the effective date of termination or during the notice period.

7.3.2 The Contractor shall:

7.3.2.1 Stop all work, make no further changes to completed work, and place no further orders related to this Agreement, except that which may be needed to wind-down the contract or may be directed by the Department during the notice period.

7.3.2.2 Furnish notice of termination to all immediate subcontractors, suppliers, licensors, or partners that may be affected by this termination.

7.3.2.3 Take actions necessary, or that the Department may direct, for the protection and preservation of the work produced under this

7.3.2.4 Return and deliver to the Department its property, data, and inventoried items in the possession of the Contractor and its employees and subcontractors.

7.3.2.5 Disclose, transfer and assign to the Department all the rights, titles, and interests in licenses, copyrighted or patented work, as well as anything whatsoever constituting intellectual property produced within the subject matter and scope of this Agreement.

7.3.2.6 Not be entitled to recover any cancellation charges or lost profits.

7.4 Force Majeure. If either party fails to fulfill its obligations hereunder, when such failure is due to an act of God, or other circumstances beyond its reasonable control, including but not limited to fire, flood, civil commotion, riot, war (declared and undeclared), revolution, or embargoes, then said failure shall be excused for the duration of such event and for such a time thereafter as is reasonable to enable the Parties to resume performance under this

7.4.1 Upon occurrence of a Force Majeure Event, the nonperforming party shall promptly notify the other party of occurrence of that Force Majeure Event, its effect on performance and its anticipated duration.

7.5 Notwithstanding the above, the Contractor shall not be relieved of liability to the Department for damages sustained by the Department by virtue of any termination, default or breach of this Agreement by the Contractor.

ARTICLE 8: GENERAL PROVISIONS

8.1 Independent Contractor. The Contractor, and any of its employees, agents, or assigns, are not employees or agents of the Department.

8.2 Guarantor. The Contractor shall not pledge the Department’s credit or make the Department a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness.

8.3 Indemnification. The Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the Department, and its 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 the Contractor, its agent, employees, partners, or subcontractors, provided, however that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the Department.

8.3.1 The Contractor’s obligations under this paragraph with respect to any legal action are contingent upon the Department giving the Contractor: (1) written notice of any action or threatened action; (2) the opportunity to take over and settle or defend any such action at the Contractor’s sole expense; and (3) assistance in defending the action at the Contractor’s sole expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or made by the Department in any legal action without the Contractor’s prior written consent, which shall not be unreasonably withheld.

8.4 Liability. The Department shall not assume any liability for the acts, omissions to act or negligence of the Contractor, its agents and employees, nor shall the Contractor disclaim its own negligence to the Department or any third party.

8.4.1 The Contractor shall maintain, during the Contract Period, liability insurance for the services to be rendered in accordance with industry standards as appropriate and in compliance with Florida law.

8.5 Amendments. Any changes must be mutually agreed upon and incorporated in written amendments to this Agreement.

8.6 Entire Agreement. The Agreement, including any attachments or exhibits, are hereby incorporated as referenced herein, and shall embody the entire Agreement of the Parties.

This Agreement supersedes all previous oral or written communications, representations, or agreements on this subject.

8.7 Applicable Law and Venue. This Agreement shall be governed and construed in accordance with the laws of the State of Florida. Venue and jurisdiction of any suit or cause of action arising under, or in connection with, this Agreement shall lie exclusively in Leon County, Florida.

8.8 Severability. In the event that any one or more of the provisions of this Agreement shall be determined to be void or unenforceable by a court of competent jurisdiction, or by law, such determination will not render this Agreement invalid or unenforceable and the remaining provisions shall remain in full force or effect. In the event that any clause or requirement of this Agreement is contradictory to, or conflicts with the requirements of Florida law, including, but not limited to requirements regarding contracts with Florida's governmental agencies, the offending clause or requirement shall be without force and effect and the requirements of the Florida Statutes and rules promulgated thereunder on the same subject shall substitute for that clause or requirement and be binding on all parties to this Agreement.

8.9 Paragraph Headings. Paragraph headings contained in this Agreement are for convenience or reference only. They shall not be deemed to modify, limit, define or describe in any respect the provisions of this Agreement.

8.10 Compliance. The Contractor shall, at its sole cost and expense, comply with all requirements of all municipal, county, state and federal rules and regulations, statutes, and/or ordinances now in force, or which hereafter come into force, pertaining to the duties and obligations arising from this Agreement.

8.11 No Subcontracting. The Contractor agrees that all services to be performed hereunder shall be performed solely by the Contractor and may not be subcontracted for or assigned without the prior written consent of Department, which may be withheld by Department for any reason or granted subject to the Contractor’s compliance with one or more of the following: (i) the Contractor purchasing, at its sole expense, a payment bond in a form and amount that Department determines to be adequate to protect suppliers of labor and material; or (ii) Department withholding, as retainage, 25% or the highest percent permitted by law, whichever is less, of all payments made to the Contractor until the Contractor submits evidence satisfactory to Department that all subcontracts and outstanding indebtedness in connection with the services hereunder have been paid for by the Contractor; or (iii) the Contractor disclosing information satisfactory to Department regarding each subcontractor to perform services hereunder, including a description of the subcontractor’s organization, ability to provide applicable services, cost to perform applicable services, previous work experience, and relationship to the Contractor. The Contractor shall comply with all laws regarding prompt payment to subcontractors, including Section 287.0585, F.S.

8.12 Survival. The termination of this Agreement, whether by expiration, completion, the exercise of a termination right, or otherwise, will not relieve either Party of any obligation, nor impair the exercise of rights accrued prior to such termination. Without limiting the foregoing, the terms of Sections 4.5, 6.1, 8.3, and 8.8 hereof will survive the termination of this Agreement.

8.13 Execution in Counterparts. 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 instrument. Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective party to the Agreement.

8.14 Enforcement. The delay or failure by the Department to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of the Department’s right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

8.15 Administration of Agreement.

The contract manager for the Department is ___________________, is located at ____________________________________________, and is available via email at: _____.

The contract manager for the Contractor is ___________________ , is located at ____________________________________________, and is available via email at:

Substitution of contract manager or changes in location or email address by either Party after execution of this Agreement shall not require a formal amendment of this Agreement;

however, the other contract manager shall be informed in writing within seven (7) business days of the change or substitution.

8.16 Notices. Any notice required or permitted under this Agreement shall be in writing and shall be sent via email to the contract manager and sent by a nationally recognized courier service which provides written proof of delivery (e.g., UPS, Federal Express) or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed, in either event, to the contract manager set forth in Section 8.15.

8.17 Inspection Requirement for Contract for Services. Pursuant to Section 216.1366, F.S., the Department is authorized to inspect the following: (1) financial records, papers, and documents of the Contractor that are directly related to the performance of this Agreement or expenditure of state funds; and (2) programmatic records, papers, and documents of the Contractor which the Department determines are necessary to monitor the performance of this Agreement or to ensure that the terms of this Agreement are being met. The Contractor shall provide such records, papers, and documents requested by the Department within ten

(10) business days of request.

ARTICLE 9: STATE FUNDING DISCLOSURE

9.1 Reporting Requirements. Pursuant to Section 216.1366(3), F.S., contracts for services with non-profit organizations as defined in Section 215.97(2)(m), F.S., require the Contractor to provide documentation that indicates the amount of state funds: (1) allocated to be used during the full term of the contract for remuneration of any member of the board of directors or an officer of the Contractor, and (2) allocated under each payment by the Department to be used for remuneration of any member of the board of directors or an officer of the Contractor.

The documentation must indicate the amounts and receipts of remuneration.

9.2 The Contractor ____(is or is not)___ classified as a non-profit organization as defined in

Section 215.97(2)(m), F.S.; therefore the Contractor _____(shall or is not required to)_____ complete and return the Total Compensation Paid to Non-Profit Personnel Using State Funds form (FDACS-01324) located at https://forms.fdacs.gov/01324.pdf in accordance with Section 216.1366, F.S., no later than ten (10) business days from execution of this Agreement and with each invoice submission in accordance with Section 3.3.

9.3 If the Contractor is subject to the reporting requirements of Section 216.1366, F.S., and maintains a website, the Contractor must post the information required by Section 216.1366(3), F.S., on its website.

9.4 Failure to comply with the requirements of Section 216.1336, F.S., may result in termination of the Agreement as prescribed in Section 7.2.

ARTICLE 10: EXECUTIVE COMPENSATION (If applicable)

10.1 The Contractor shall complete and return the Executive Compensation Attestation for

Agreements Involving State Funds (FDACS-01317) located at https://forms.fdacs.gov/01317.pdf no later than ten (10) business from execution of this Agreement. Executive Compensation Attestation is required pursuant to Executive Order 20-

44. Governmental entities as defined in Section 287.12(14), F.S., are excluded from the executive compensation reporting.

https://forms.fdacs.gov/01324.pdf https://forms.fdacs.gov/01324.pdf https://forms.fdacs.gov/01324.pdf https://forms.fdacs.gov/01317.pdf https://forms.fdacs.gov/01317.pdf https://forms.fdacs.gov/01317.pdf

10.2 In the event the Contractor receives fifty (50) percent or more of its budget from funding provided by the State of Florida, or a combination of funding from the State of Florida and the United States Government, then the Contractor shall provide an annual report to the Department due on or before June 30th. An annual report shall be required for each year that this Agreement remains in existence. The report shall detail the total compensation of the Contractor’s executive leadership team, to include salary, bonuses, cash-in leave, cash equivalents, severance pay, retirement benefits, deferred compensation, real property gifts, and any other payout. The annual report must also indicate what percent of compensation comes directly from State or Federal allocations, and the report shall contain the Contractor’s IRS Form 990.

10.3 The Contractor understands and agrees that it must provide the Department with written notice detailing any change in executive compensation in the intervening period between annual reports.

10.4 The Contractor understands and agrees that failure to comply with any provision of this section constitutes a material breach for which Department may seek termination of this Agreement pursuant to Article 7.

ARTICLE 11: AFFIDAVIT FOR NONGOVERNMENTAL ENTITY

Pursuant to Section 787.06(14), F.S., if the Contractor is a nongovernmental entity, an officer or representative of the Contractor must attest under penalty of perjury that the Contractor does not use coercion for labor or services as defined in Section 787.06, F.S. The Non-Coercion for Labor or Services Affidavit (FDACS-01364) located at https://forms.fdacs.gov/01364.pdf or a substantially similar affidavit must be completed and returned to the Department’s contract manager no later than ten (10) business days from execution of this Agreement.

ARTICLE 12: FEDERAL FUNDING DISCLOSURE

This Agreement is subject to all federal laws, rules, regulations, ordinances, codes, orders, labor standards, judgements, and other federal governmental requirements, including those set forth in each Exhibit, which are collectively incorporated into this Contract. Further, the Contractor agrees to familiarize itself with U.S DOE Grant DE-SE0000085 Home Electrification and Appliance Rebate(HEAR) and DE-SE0000029 Home Efficiency Rebate (HOMES) Program.

As by acceptance of this Agreement of U.S. DOE Grant Funds, the Contractor, hereby agrees to comply with state and federal regulations and reporting requirements, including, without limitation, each of the following:

1. The CONTRACTOR must register and maintain a registration in the System of Award

Management (SAM), through the official website of the U.S. Government (SAM.gov) for the duration of the AGREEMENT.

2. The CONTRACTOR shall comply with 2 CFR Part 200 and adhere to the Appendix II to Part 200 – Contract Provisions for Non-Federal Contracts Under Federal Awards:

https://www.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200/appendix- Appendix%20II%20to%20Part%20200

*** Remainder of Page Left Intentionally Blank *** https://forms.fdacs.gov/01364.pdf https://forms.fdacs.gov/01364.pdf https://forms.fdacs.gov/01364.pdf https://sam.gov/content/entity-registration https://www.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200/appendix-Appendix%20II%20to%20Part%20200 https://www.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200/appendix-Appendix%20II%20to%20Part%20200

IN WITNESS THEREOF, and in consideration of the mutual covenants set forth above, and in the attachments and exhibits, the Parties have caused to be executed this Agreement by the undersigned duly authorized officials.

APPROVED:

(CONTRACTOR NAME IN ALL CAPS AND BOLDED)

By: __________________________________________

Name: ________________________________________

Title: _________________________________________

Date: _________________________________________

APPROVED:

FLORIDA DEPARTMENT OF AGRICULTURE AND

CONSUMER SERVICES

By: __________________________________________

Name: ________________________________________

Title: _________________________________________

Date: _________________________________________

EXHIBIT I

Florida Energy Saver Program

FDACS RGC Work Order Agreement

AGREEMENT TO PROVIDE ENERGY REBATE MEASURES

Work Order Information

App ID APP-000005437

Building/Project Type Single-Family Home

Customer Name John Doe

Address 407 S Calhoun St

City Tallahassee

State FL

Zip Code 32399

Contractor Incentive Yes

Income Level Under 80% AMI

HOMES Energy Savings 36%

Total Energy Savings 36%

Contractor ABC LTD.

Work Order Creation Date 7/27/26

Project Completed By 3/25/26

Item No. Description Funding

Source

Qty and Equipment

Unit

Materials & Equipment

Cost Labor Cost

Contractor

Fee Total Cost Rebate Amount

(Payment to RGC from FDACS)

Homeowner Cost Share

(Remaining Balance)

1 Refrigerator (22-24 cu ft) HOMES 1 each $1,880.00 $310.00 $109.50 $2,299.50 $2,299.50 $00.00

2 Air Conditioner (SEER2 18) HOMES 1 each $7,690.00 $2,250.00 $00.00 $9,940.00 $9,940.00 $00.00

3 Tankless Water Heater-Gas-3-

3.9 GPM HOMES 1 each $2,500.00 $1,450.00 $197.50 $4,147.50 $3,760.5 $387.00

Total $16,387.00 $16,000.00 $387.00

Florida Energy Saver Program Funding S

Contributing

HOMES Rebate Reimbursement $16,000.00

HOMES Rebate Delivery Funding (I i )

C$200.00

HEAR Rebate Reimbursement $00.00

HEAR Rebate Delivery Funding $00.00

Homeowner Cost Share $387.00

Total $16,587.00

Work Order

EXHIBIT I

FDACS RGC Work Order Agreement

Total payment due to ABC LTD to include the total project Rebate Amount from the Florida Department of Agriculture and Consumer Services, and the HOMES Contractor Incentive is: $16,200

Agreed:

{RG C Sign Here}

By:

{Applicant Sign Here}

{RG C Full Name}

Printed:

{A pplicant Fu ll Name}

{ RGC Date Signed}

Date:

{Applicant Date Signed}

“Contractor” Florida Department of Agriculture and Consumer Services

EXHIBIT II

Contract Package

AGREEMENT TO PROVIDE ENERGY REBATE MEASURES

{Applicant} (“Owner”) and {RGC} (“Contractor”), hereby enter into this Agreement

(“Agreement”) to provide energy saving rebate measures (“Measures”) to Owner’s property located at {Street 1}{Street 2}, {City}, {State} {ZIP} (“Property”) as of MM, DD, YYYY and agree as follows:

1. Owner has previously signed a Florida Energy Saver Program (“FESP”) Participation

Agreement (“Participation Agreement”). The Participation Agreement is incorporated as if fully stated in this Agreement. Under the terms of the Participation Agreement Owner applied to receive energy rebate measures administered through FESP. Measures may consist of materials, equipment, appliances, and/or improvements to a dwelling unit.

2. Owner’s application to participate in the FESP has been accepted and an energy audit, as more fully described in the Participation Agreement, has been conducted. The FESP has provided Owner with a list of Measures to be installed at the Property, attached to this Agreement as Exhibit 1 (“Scope of Work”). The Scope of Work identifies the Measures and rebate amount Owner is approved to receive. Owner agrees to the installation of the Measures, and cost share, if any, listed in the Scope of Work. Contractor agrees to install the Measures listed in the Scope of Work at the Property. The installation of approved Measures (“Work”) will be performed by Contractor at the Property. If applicable, the Work may be performed at unit(s) as defined in the Participation Agreement. The contractor will invoice the FESP the rebate amount and collect any cost share from the Owner directly. Any warranties for the Work are also stated in the Scope of Work.

3. Any change orders or modifications to this Agreement are not effective unless and until approved in writing by an FESP representative. Change orders must be submitted within 5 business days of the proposed change.

4. Owner and Contractor both acknowledge and agree that once the Work is complete, Owner is required to execute an Installation Complete Form at the Property or unit(s) and an FESP representative will conduct a final inspection and complete a Work Order Completion Form.

5. Owner and Contractor both acknowledge that, if applicable, they will cooperate with any efforts to recapture funds for Measures received or installed based on fraudulent or non-compliant behavior or activities as deemed necessary by the FESP.

6. Owner agrees that neither the FESP nor any representative of the FESP is a party to this Agreement and have no liability to Owner with respect to the Work or the Scope of Work.

7. Owner agrees to abide by the terms and conditions of the Participation Agreement. Owner agrees per the Participation Agreement that the Work cannot proceed until a full cost share payment, if applicable, is received by the Contractor.

8. Owner acknowledges that they were provided and have reviewed information related to the project’s estimated impact on their household energy costs and consumption.

9. Owner understands that, if necessary, utilities, including power, may need to be temporarily turned off to install the Measures identified in the Contract between Owner and Contractor.

In the unlikely event that the utility cannot be turned off at the Property, Owner agrees to contact their utility provider to arrange for temporary service suspension.

10. Owner understands and agrees that while Contractor is installing Measures, it may be necessary for Owner (or if applicable, tenant(s) as defined in the Participation Agreement) to leave the Property or area of the Property where the Measures are being installed.

11. In consideration of the Measures provided to Owner through the FESP, Owner forever releases and discharges the Florida Department of Agriculture and Consumer Services, the State of Florida, and Ernst & Young US, LLP from all claims and cause of actions that arise out of or relate to the Agreement, the Work, the Scope of Work, the FESP, the Measures, or any damage to the Property. Owner acknowledges that this release applies to the negligent acts of the Florida Department of Agriculture and Consumer Services, the State of Florida, and Ernst & Young US, LLP.

12. Owner understands that in the event of any conflict or ambiguity between this Agreement and the Participation Agreement, the Agreement shall control.

13. Contractor agrees that it must obtain all necessary permits at the local and county level for the installation of Measures before any Work begins. Failure to obtain necessary permits may result in fines, delay of work or termination of the Agreement.

14. Contractor agrees that, if necessary, it will obtain Professional Engineering Services for the Work before the Work begins.

15. Contractor agrees that once it receives a Notice To Proceed, Work must be initiated within

14 days calendar days of receipt of the Notice to Proceed.

16. Contractor agrees that, to the extent possible, it will utilize supplies and equipment that are made in the United States.

17. Contractor agrees that it will document the Measures put in place by taking geotagged before and after photos and/or videos of the Measure(s).

18. Contractor agrees to clean up the installation work area on a daily basis so that it is in a similar state to when Work began, specifically ensuring that all tools, materials, and debris are removed from the area.

19. Contractor agrees to dispose of and remove any debris on a daily basis created as a result of the installation of the Measures.

20. Contractor agrees to remove and dispose of any replaced appliances in compliance with local, state and federal requirements.

21. Contractor agrees that in the event it damages item(s) at the Property, including, but not limited to, furniture, walls, or cabinets, Contractor will repair or replace the damaged item(s) at Contractor’s sole cost and expense. Contractor shall immediately notify Owner and the FESP within 24 hours of any damage.

22. Contractor agrees that after it has installed the Measure(s) stated in the Scope of Work, Contractor will test and ensure that the Measure(s) are operating as intended. If Owner is present, Contractor will explain or demonstrate how to use the installed Measures.

23. Contractor agrees to provide Owner with any warranties and manuals within 5 business days after the installation is complete.

Agreed:

{RG C Sign Here}

{Applicant Sign Here}

{RG C Full Name}

{A pplicant Fu ll Name}

{ RGC Date Signed}

{Applicant Date Signed}

“Contractor”

“Owner”

App ID {Record Number}

Building/Project Type {Property Type}

Customer Name {Applicant}

Address {Street 1} {Street 2}

City {City}

State {State}

Zip Code {ZIP}

Contractor Incentive {Rural Incentive}

Income Level {Income Eligibility}

HOMES Energy Savings {HOMES Energy Savings}%

Total Energy Savings {Total Energy Savings}%

Contractor {RGC}

Date 7/27/26

Item No. Description Funding

Source

Qty and Equipment

Unit

Materials & Equipment Cost Labor Cost Total Cost Rebate Amount

Remaining Balance (Homeowner Cost

Share)

{Item No} {Description} {Funding

Opp} {Qty} {Unit} {M&E Cost} {Labor Cost} {Total Cost} {Rebate Amount} {Remaining

Balance}

Total Project Cost Project Rebate Project Balance

Florida Energy Saver Program Funding Source Contributing Amount

HOMES Rebate Reimbursement {HOMES R}

HOMES Rebate Delivery Funding C{HOMES D}

HEAR Rebate Reimbursement {HEAR R}

HEAR Rebate Delivery Funding {HEAR D}

Cost Share (out-of-pocket expense) {Cost Share}

Total {Total}

App ID {Record Number}

Building/Project Type {Property Type}

Floor Plan Types {Floor Plan}, Total Units {Total # of Units

Customer Name {Applicant}

Address {Street 1} {Street 2}

City {City}

State {State}

Zip Code {ZIP}

Contractor Incentive {Rural Incentive}

Income Level {Income Eligibility}

HOMES Energy Savings {HOMES Energy Savings}

Total Energy Savings {Total Energy Savings}

Contractor {RGC}

Date 7/27/26

Floor Plan: {Floorplan name}

Description Funding Source

Qty and Equipment

Unit

Materials & Equipment

Cost Labor Cost Total Cost per

Unit Rebate

Amount Cost Share Per

Unit

Total Cost for Units Completed

Total Rebate Amount for Units

Completed

Total Cost Share Units Complete

{Descrip…