CN-400000-SA052.pdf

Docusign Envelope ID: 53C3F2DE-88ED-4C7F-A0A5-F7C74AA2284F

SA052

SETTLEMENT AGREEMENT BETWEEN

STATE OF FLORIDA, DEPARTMENT OF COMMERCE,

SLSCO, LTD.

This settlement agreement (the “Agreement”) is entered by and between the State of Florida, Department of Commerce (the “Department”), SLSCO, LTD., and may be referred to herein individually as a “Party.”

WHEREAS, on July 1, 2023, the Department was renamed from the Department of

Economic Opportunity to the Florida Department of Commerce.

WHEREAS, on April 15, 2020, the Department entered into a prime contract (contract number IA018) with SLSCO, LTD., for the administration and execution of certain projects under the Rebuild Florida program.

WHEREAS, contract number LAO 18 ended on March 30, 2024 but the Department has outstanding payment obligations to SLSCO, LTD. for materials, labor, and services performed during the term of contract IA018, for certain projects under the Rebuild Florida program;

WHEREAS, efforts to resolve these payment issues have been ongoing. The Department has been actively engaged in crafting a settlement package to address these disputes while ensuring the continuation of the Rebuild Florida program. SLSCO, LTD. has cooperated in good faith to avoid escalating the matter into legal disputes that could jeopardize ongoing projects and adversely impact all Parties involved, including the applicants served by the Rebuild Florida program.

WHEREAS, through this Agreement, the Parties seek to resolve the outstanding payments to SLSCO, LTD. to avoid further legal proceedings, protect the interests of all stakeholders, and facilitate the uninterrupted execution of Rebuild Florida projects.

WHEREAS, although the Parties admit no liability by entering into this Agreement, each Party has asserted a colorable claim; and

WHEREAS, the Parties now wish to resolve, settle, and compromise all existing and potential claims each Party has against the Department related to contract number LAO 18, including, but not limited to, claims arising from or related to the services, labor, or materials provided for the Rebuild Florida projects.

NOW THEREFORE, in consideration of the statements set forth above, the acts, covenants, mutual agreements contained herein, and further good and valuable consideration, the sufficiency of which are hereby acknowledged, the Parties agree as follows:

Recitals as Terms. The Parties acknowledge that the Whereas clauses set forth above are true and correct. Said Whereas clauses are hereby incorporated as terms and not merely recitals.

1.

‘True and correct copies of Department’s reconciliation spreadsheet, Task Assignments/Change Orders and Contractor’s final invoicing for project hard costs or completion of same are attached here to Exhibit A. obligations under the terms of the Contract that survived its expiration, either expressly or by their nature.

Docusign Envelope ID: 53C3F2DE-88ED^C7F-A0A5-F7C74AA2284F

Necessary- Contingencies. Any performance and obligation to pay owed by the Department under this Agreement are contingent upon an annual appropriation by the Legislature and availability of any and all applicable flmds. The Department shall be the final authority as to what constitutes an ‘‘annual appropriation” and “availability of any and all applicable funds.” If such funds are not appropriated or available, such event will not constitute a default or breach of Agreement by the Department. This Agreement is contingent upon its approval by the Chief Financial Officer of the Slate of Florida (the “CFO”). The CFO’s disapproval shall likewise not constitute a default or breach of Agreement. The Department shall promptly notice each Party in writing upon the Department’s determination of the absence of an annual appropriation, the unavailability of funds, or the disapproval of the CFO.

2.

Payment. Within 90 calendar days of full execution of this Agreement, or within 30 calendar days of the final approval of this Agreement by the CFO, whichever is later, the

Department will provide payment as set forth below. The Department may make such payment in the manner of its choosing. Each Party shall promptly provide the Department with any and all infomiation reasonably requested by the Department to make such payment, including, but not limited to, routing numbers, account numbers, and Federal Employer Identification Numbers.

Based on the reconciliation provided by SLSCO, LTD. and detailed in the supporting calculations, which arc incorporated into this Agreement and attached as Exhibit A, the amount owed is as follows:

3.

a. The approved invoice amount for invoicing is $15,040.76

b. The total authorized payment totals $15,040.76

c. SLSCO, LTD. claims a total amount due of $15,040.76 representing its contributions to the Rebuild Florida projects, including materials and labor.

The Department agrees to submit to the CFO a request for payment of $ 13,506.09$ 15,040.76 for full and complete satisfaction of the Department’s obligation for costs associated with the work performed by SLSCO, LTD. for the Rebuild Florida projects under contract IA018.

3.1 Payment Distribution. Payments shall be distributed as follows:

The Department will issue payment to SLSCO, LTD., totaling $15,040.76, representing the approved invoice amount and approved overhead and profit for work completed for the Rebuild Florida program.

a.

3.2 SLSCO, LTD. Remaining Claims. This Agreement waives and releases the

Department and the properties for the Rebuild Florida projects from any rights or claims that each Party must recover any remaining amounts owed in relation to contract IA018.

3.3 Conditions for Payment. SLSCO, LTD. agrees not to file any construction liens or other encumbrances on properties associated with the Rebuild Florida projects as a condition of receiving payment under this Agreement. SLSCO. LTD. agree to

'True and correct copies of Department’s reconciliation spreadsheet, Task Assignments/Change Orders and Contractor’s final invoicing for project hard costs or completion of same are attached here to E.-diibit A. obligations release the Department and the associated Rebuild Florida properties from all liability resulting or arising out of the disputes that gave rise to this Agreement.

Contractor’s Release and Indemnification of Releasees. Except for, and in consideration of, tlie rights and obligations under this Agreement, upon execution of this Agreement, each Party, for itself, its attorneys, heirs, executors, administrators, successors, and assigns, does hereby fully, finally, forever, voluntarily, knowingly, and expressly release and forever discharge the State of Florida, and its agents, representatives, the owners of the homes for the Rebuild Florida projects, and attorneys (collectively, the “Releasees”), of and from any and all claims, demands, actions, causes of action, suits, damages. Judgments, debts, promises, covenants, trespasses, and representations, losses and expenses, of any and every nature whatsoever, in law and in equity, known and unknown, concerning, arising from or out of, or in any way related to or implicated by the disputes related to contract IA018 that gave rise to this Agreement and the certain actions {collectively “Any and All Claims”), including but not limited to, those claims asserted or that may be asserted in any federal, state, or local agency or court, by or on behalf of such Party by reason of any matter, cause, act, transaction, or thing whatsoever related to contract IA018. Further, SLSCO, LTD. shall indemnify, defend, and hold harmless Releasees against any claims arising from the disputed payments that gave rise to this Agreement. If Releasees incur any expenses whatsoever by reason of a Party’s breach of this Agreement, whether suit be brought or not, such Releasees shall be entitled to recover from the breaching Party all sums so paid, including costs and attorneys’ fees, together with statutory interest thereon.

4.

Representations and Warranties.5.

Each Party represents and warrants that it has not in any manner conveyed, assigned, or transferred, or purported to have conveyed, assigned, or transferred, in whole or in part, any right to payment il may be due related to the projects for the Rebuild Florida program.

a.

With the exception of the Necessary Contingencies set forth in Section 2 herein, each Party and the Department represents and warrants that: (i) it has all of the requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby, and (ii) the execution, delivery, and performance of this Agreement by such

Party have been duly authorized by all necessary organizational action of such Party.

b.

Binding Nature of this Agreement. Except as may be otherwise set forth herein, this Agreement is binding on the Parties, and their subsidiaries, representatives, heirs-at-law, assigns, and successors in-interest. Additionally, with respect to a Party, this Agreement is also binding on all other persons, finus, corporations, agencies, subcontractors, or entities with whom any of the former has been, are now, or may hereafter be affiliated.

6.

No Admission of Liabilit)’. This Agreement, any considerations given or accepted in connection with it, and the promises and covenants made in it, are all made, given, and accepted in settlement and compromise and resolution of disputed claims for the payments set forth herein and are not an admission of liability by the Parties. Neither the execution nor performance of this

7.

'True and correct copies of Department’s reconciliation spreadsheet, Task Assignments/ChangeOrders and Contractor’sfinal invoicing for project hard costs or completionof same arc attached here to Exhibit A. obligations

Agreement, nor any of its terms or provisions, will be deemed a presumption, concession, statement, or admission of any fact, liability, fault, or wrongdoing of any kind by the Parties, and neither this

Agreement nor any of its terms can be used in any legal or equitable proceeding other than to enforce the provisions of this Agreement as to the Parties.

Entire Agreement. This written Agreement contains the entire agreement between the Parties. This Agreement may not be modified or amended, except in a writing that is signed by authorized representatives of all Parties.

8.

Construction of Terms. As used in this Agreement, the singular shall include the plural, and the plural shall include the singular. The language of all parts of this Agreement shall be construed as a whole and according to its plain meaning. This Agreement shall not be strictly interpreted or construed against any Party or the Department due to that Party or the Department having prepared this Agreement, as it is acknowledged that all Parties participated in the negotiation and preparation of this Agreement and have been represented by experienced counsel or have been afforded ample opportunity to consult with such counsel prior to execution of this Agreement.

9.

Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Florida. The exclusive venue for any action arising under or in relation to this Agreement shall lie in the appropriate state court in Leon County, Florida. With respect to any action arising from or related to this Agreement, the Parties waive any right they may have to jury trial to the fullest extent allowed by law.

10.

Severability. Any provision of this Agreement declared illegal or unenforceable by any court of competent jurisdiction that cannot be modified to be enforceable will immediately become null and void, leaving the remainder of this Agreement in full force and effect.

11.

Section Headings. Any section or paragraph headings appearing in this Agreement have been inserted for the sole purpose of convenience and ready reference of the Parties. They do not purport to, and shall not be deemed to, define, limit, or extend the scope or intent of the sections and paragraphs to which they may pertain.

12.

Counterparts and Signatures. This Agreement may be executed in a number of identical counterparts each of which shall be deemed an original for all purposes. Facsimile signatures or signatures transmitted by email shall have the same force and effect as originals for the purpose of this Agreement.

13.

Signature follow on next page

‘True and correct copies of Department’s reconciliation spreadsheet, Task Assignments/Change Orders and Contractor’s final invoicing for project hard costs or completion of same are attached here to Exhibit A. obligations under the terms of the Contract that survived its expiration, cither expressly or by their nature.

IN WITNESS WHEREOF the Parties hereto have fully executed this Agreement as of the date the Department signs it.

THE FLORIDA DEPARTMENT OF

COMMERCE

SLSCO, LTD.

Name: William Sullivan

Title: CEO

Date:

Name: J. Alex Kelly

Title: Secretary Date:

Approved as to form and legal sufficiency, subject only to full and proper execution by the Parties.

OFFICE OF GENERAL COUNSEL

FLORIDA DEPARTMENT OF

COMMERCE

Name:

Date:

'True and correct copies of Department’s reconciliation spreadsheet, Task Assignments/Change Orders and Contractor's final invoicing for project hard costs or completion of same are attached here to Exhibit A. obligations under the terms of the Contract that survived its expiration, cither expressly or by their nature.

Docusign Envelope ID: 53C3F2DE-88ED-4C7F-A0A5-F7C74AA2284F

Ryan Bourgoin

6/1/2026

6/4/2026

SLS\

SLS CO LTD

INVOICE

FEIN: 20-8780114

Agreement #; IA018 INVOICE: RLS09146-01

INVOICE: RLS00513-01

DATE: 4/16/2026

TO:

FOR:Florida Dept, of Commerce

107 E Madison St (Caldwell Bdg.)

Tallahassee. FL 32399-1160

ID-009146

ID-005513

Bright

Shoupe

DESCRIPTION AMOUNT

ID-005513 - MOBILE MINI STORAGE 4,064.82

ID-009146 - MOBILE MINI STORAGE 10,975.94

$TOTAL DUE 15,040.76