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Contract# IRL,2018-01 Encumbrance# GL,O 1-1707 certain provisions survive termination or expiration of this Agreement, all provisions of this Agreement that by their nature extend beyond the Completion Date survive termination or expiration hereof. (b) This Agreement constitutes an offer until authorized, signed and returned to the Council by Recipient. This offer terminates forty-five (45) days after receipt by Recipient; provided, however, that Recipient may submit a written request for extension of this time limit to the Council's Project Manager, stating the reason(s) therefor. The Project Manager shall notify Recipient in writing if an extension is granted or denied. If granted, this Agreement shall be deemed modified accordingly without any further action by the parties. 2. DELIVERABLES. Recipient shall fully implement the Project, as described in the Statement of Work, Attachment A. Recipient is responsible for the professional quality, technical accuracy, and timely completion of the Project. Both workmanship and materials shall be of good quality. Unless otherwise specifically provided for herein, Recipient shall provide and pay for all materials, labor, and other facilities and equipment necessary to complete the Project. The Council's Project Manager shall make a final acceptance inspection of the Project when completed and finished in all respects. Upon satisfactory completion of the Project, the Council will provide Recipient a written statement indicating that the Project has been completed in accordance with this Agreement. Acceptance of the final payment by Recipient shall constitute a release in full of all claims against the Council arising from or by reason of this Agreement. 3. OWNERSHIP OF DELIVERABLES. Unless otherwise provided herein, the Council does not assert an ownership interest in any of the deliverables under this Agreement. 4. AMOUNT OF FUNDING (a) For satisfactory completion of the Project, the Council shall pay Recipient approximately eight percent (8%) of the total cost of the Project, but in no event shall the Council cost - share exceed $200,000. The Council cost -share is not subject to modification based .upon price escalation in implementing the Project during the term of this Agreement. Recipient shall be responsible for payment of all costs necessary to ensure completion of the Project. Recipient shall notify the Council's Project Manager in writing upon receipt of any additional external funding for the Project not disclosed prior to execution of this Agreement. (b) In -Kind Services. Recipient agrees to provide $2,575,000 in the form of cash and/or in- kind services for the Project, as further described in the Statement of Work, which shall count toward Recipient's cost -share obligation of $2,575,000. Recipient's cash and/or in- kind services utilized on or after October 1, 2018 and before the effective date of this Agreement, in an amount not -to -exceed $2,575,000, shall count toward Recipient's cost - share obligation 5. PAYMENT OF INVOICES (a) Recipient shall submit one invoice upon successful completion of the Project by one of the following two methods: (1) by mail to the IRL Council, 1235 Main Street, Sebastian, Florida 32958, or (2) by e-mail to sakuma n irlcouncil.org. The invoice shall be submitted in detail sufficient for proper pre -audit and post -audit review. It shall include a copy of contractor and supplier invoices to Recipient and proof of payment. For all approved Page 2