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Contract#IRL2019-18 Encumbrance#GL01-1736/GL01-1895 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 sixty(60)days after receipt by Recipient. 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 twenty-six percent(26%)of the total cost of the Project,but in no event shall the Council cost-share exceed $65,000. 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 $184,800 in the form of cash and in-kind services for the Project, as further described in the Statement of Work, which shall count toward Recipient's total cost-share obligation of$184,800. 5. PAYMENT OF INVOICES (a) Within 30 days after the closing date of each calendar quarter (March 31, June 30, September 30 and December 31), Recipient shall submit an itemized invoice for the reimbursable expenses incurred during the previous quarter 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 kolodny@a,irlcouncil.org. Invoices 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 expenses, the Council shall reimburse Recipient based upon the Council's(26%)cost-share of the total approved expenses until the not-to-exceed amount of the Council's cost-share, $65,000, has been expended. The Council shall not withhold any retainage from this reimbursement. Council reimbursement is subject to annual budgetary limitation, if applicable, as provided in subsection(g). If necessary, for audit purposes,Recipient shall provide additional supporting information as required to document invoices. Page 2