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Contract#IRL2018-13 <br /> Encumbrance#s GL01-1701($36,000)&GL01- <br /> 1895($25,000) <br /> certain provisions survive termination or expiration of this Agreement,all provisions of <br /> this Agreement that by their nature extend beyond the Completion Date survive <br /> termination or expiration hereof. <br /> (b) This Agreement constitutes an offer until authorized, signed and returned to the Council by <br /> Recipient. This offer terminates forty-five (45) days after receipt by Recipient; provided, <br /> however, that Recipient may submit a written request for extension of this time limit to the <br /> Council's Project Manager, stating the reason(s)therefor. The Project Manager shall notify <br /> Recipient in writing if an extension is granted or denied. If granted,this Agreement shall be <br /> deemed modified accordingly without any further action by the parties. <br /> 2. DELIVERABLES.Recipient shall fully implement the Project,as described in the <br /> Statement of Work,Attachment A.Recipient is responsible for the professional quality, <br /> technical accuracy, and timely completion of the Project.Both workmanship and materials <br /> shall be of good quality. Unless otherwise specifically provided for herein,Recipient shall <br /> provide and pay for all materials,labor,and other facilities and equipment necessary to <br /> complete the Project.The Council's Project Manager shall make a final acceptance <br /> inspection of the Project when completed and finished in all respects.Upon satisfactory <br /> completion of the Project,the Council will provide Recipient a written statement indicating <br /> that the Project has been completed in accordance with this Agreement.Acceptance of the <br /> final payment by Recipient shall constitute a release in full of all claims against the Council <br /> arising from or by reason of this Agreement. <br /> 3. OWNERSHIP OF DELIVERABLES.Unless otherwise provided herein,the Council does <br /> not assert an ownership interest in any of the deliverables under this Agreement. <br /> 4. AMOUNT OF FUNDING <br /> (a) For satisfactory completion of the Project,the Council shall pay Recipient approximately <br /> twenty-eight percent(28%)of the total cost of the Project,but in no event shall the <br /> Council cost-share exceed$61,000.The Council cost-share is not subject to modification <br /> based upon price escalation in implementing the Project during the term of this <br /> Agreement.Recipient shall be responsible for payment of all costs necessary to ensure <br /> completion of the Project.Recipient shall notify the Council's Project Manager in <br /> writing upon receipt of any additional external funding for the Project not disclosed prior <br /> to execution of this Agreement. <br /> (b) In-Kind Services.Recipient agrees to provide$159,155 in the form of cash and/or in- <br /> kind services for the Project,as further described in the Statement of Work,which shall <br /> count toward Recipient's cost-share obligation of$159,155.Recipient's cash and/or in- <br /> kind services utilized on or after October 1,2018 and before the effective date of this <br /> Agreement, in an amount not-to-exceed$159,155,shall count toward Recipient's cost- <br /> share obligation <br /> 5. PAYMENT OF INVOICES <br /> (a) Recipient shall submit one invoice upon successful completion of the Project by one of the <br /> following two methods:(1)by mail to the IRL Council, 1235 Main Street,Sebastian, <br /> Florida 32958;or(2)by e-mail to sakumae, invoice shall be submitted <br /> in detail sufficient for proper pre-audit and post-audit review.It shall include a copy of <br /> Page 2 <br />