GRANT AGREEMENT NO. SO424 STATE OF FLORIDA GRANT ASSISTANCE PURSUANT TO RENEWABLE ENERGY AND ENERGY-EFFICIENT TECHNOLOGIES GRANT PROGRAM
FLORIDA
ENERGY AND CLIMATE COMMISSION
GRANT
AGREEMENT NO. SO424
STATE
OF FLORIDA
GRANT
ASSISTANCE
PURSUANT
TO
RENEWABLE
ENERGY AND ENERGY-EFFICIENT TECHNOLOGIES GRANT PROGRAM
THIS
AGREEMENT is entered into between the STATE OF FLORIDA, EXECUTIVE OFFICE OF THE
GOVERNOR, FLORIDA ENERGY AND CLIMATE COMMISSION whose address is 000 Xxxxx
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxx 00000-0000 (hereinafter referred
to as the “Commission”) and the SOLARSA, Inc, whose address 0000 Xxxxx Xxxx
Xxxxx Xxxxxxx, Xxxxx 33626(hereinafter referred to as “Grantee” or "Recipient"),
a Florida profit corporation, to create a Solar Cooling Manufacturing
Plant. The Renewable Energy and Energy-Efficient Technologies Grant
Program is established and authorized by Section 377.804, Florida
Statutes.
In consideration of the promises and
mutual agreements contained herein, the Commission and the Grantee agree as
follows:
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1.
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The
Grantee agrees to perform in accordance with the terms and conditions set
forth in this Agreement, its attachments and exhibits named and
incorporated by reference. For purposes of this Agreement the
terms "Grantee" and "Recipient" are used
interchangeably.
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2.
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This
Agreement shall begin upon execution by both parties and end no later than
24 months, inclusive. This Agreement shall be effective
February 26, 2008 for purposes of meeting the cost share or match
requirements as described in Attachment A, Grant Work Plan. The
Grantee shall not be eligible for reimbursement for work performed prior
to the execution date of this Agreement. This Agreement may be
amended to revise Attachment A, Grant Work Plan if additional funding is
made available by the Florida
Legislature.
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3.
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A.
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The
Commission shall reimburse the Grantee on a quarterly cost reimbursement
basis in an amount not to exceed $1,022,595 after receipt and approval by
the Grant Manager of satisfactory reports and documentation as required in
this Agreement. The parties agree that the Grantee is
responsible for providing a minimum match of $1,000,000 toward the project
described in Attachment A. Prior
written approval from the Commission’s Grant Manager shall be required for
changes between budget categories up to 10% of the total
budget. Budget category changes greater than 10% will require a
formal written amendment to the Agreement. If the Grantee
finds, after receipt of competitive bids, that the work described in
Attachment A, Grant Work Plan, cannot be accomplished for the current
estimated project cost, the parties agree to modify the Grant Work Plan.
The formal written amendment would modify Attachment A, Grant Work Plan to
provide for the work feasible within the awarded funding identified
above.
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B.
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All
reimbursement requests under this Agreement shall be submitted using the
Attachment B, Payment Request Summary Form format in detail sufficient for
a proper pre-audit and post-audit thereof. The Grantee shall submit a
properly completed Attachment B, Payment Request Summary Form with supporting
documentation of eligible project costs. State guidelines for
allowable costs may be found in the Department of Financial Services’
Reference Guide for State Expenditures at xxxx://xxx.xxxxx.xxx/xxxxx/xxxxxxxxx%0Xxxxxx. In
support of the Payment Request Summary form, the Grantee must provide a
detailed listing of expenditures made under this Agreement. The
listing shall include, at a minimum, a description of the goods or
services purchased, date of the transaction, check or voucher number,
amount paid and vendor name. All requests for reimbursement of
travel expenses shall be in accordance with the travel requirements
including mandated forms established in Section 112.061, Florida
Statutes.
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C.
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In
addition to the invoicing requirements contained in paragraph 3.B. above,
the Commission may periodically request proof of a transaction (invoice,
payroll register, etc.) to evaluate the appropriateness of costs to the
Agreement pursuant to State of Florida guidelines. When
requested, this information must be provided within 30 calendar days of
such request.
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4.
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The
Commission’s performance and obligation to pay under this Agreement is
contingent upon an annual appropriation by the Legislature of the State of
Florida for the specific purpose of funding the Commission’s obligations
under this Agreement. In the event of a state revenue shortfall, the total
funding may be reduced accordingly. The Commission, in
accordance with direction from the Governor and/or Legislature, shall be
the final determiner of the availability of any
funds.
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5.
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The
Grantee shall submit quarterly project progress reports with each
quarterly Payment Summary Form submitted. The Grantee shall
utilize Attachment C, Progress Report Form, to describe the project
progress, work performed, problems encountered, problem resolution,
schedule updates and proposed work for the next reporting
period. Quarterly reports shall be submitted to the
Commission’s Grant Manager no later than 15 days following the completion
of the quarterly reporting period. It is understood and agreed
by the parties that the term “quarterly” shall reflect the calendar
quarters ending March 31, June 30, September 30 and December
31. The Commission's Grant Manager shall have ten calendar days
to review deliverables and payment requests submitted by the
Grantee. The Grantee shall also submit a Final Report 15 days
prior to the expiration date of the Agreement. The Final Report
will provide a final narrative detailing and evaluating the
accomplishments and impact of the project. The Final Report
will include an evaluation of the energy savings directly attributable to
the project, projections of estimated energy savings expected to accrue
from the project and policy recommendations, which may be helpful in
implementing other projects of a similar nature. Final payment,
no less than 10 percent of the total Agreement amount identified in
paragraph 3.A., will be withheld until receipt and approval of the Final
Report.
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6.
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The
Grantee shall save and hold harmless and indemnify the State of Florida
and the Commission against any and all liability, claims, judgments or
costs of whatsoever kind and nature for injury to, or death of any person
or persons and for the loss of damage to any property resulting from the
use, service, operation or performance of work under the terms of this
Agreement, resulting from the negligent acts of the Grantee, his
subcontractor or any of the employees, agents or representatives of the
Grantee or subcontractor to the extent allowed by
law.
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7.
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The
Commission may terminate this Agreement at any time in the event of the
failure of the Grantee to fulfill any of its obligations under this
Agreement. Prior to termination, the Commission shall provide
30 calendar days written notice of its intent to terminate and shall
provide the Grantee an opportunity to consult with the Commission
regarding the reason(s) for
termination.
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8
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The
Commission may terminate this Agreement for convenience by providing the
Grantee with 30 calendar
days written notice. If this Agreement is terminated, the Commission shall
only pay for those acts satisfactorily completed under this Agreement. The
Commission shall not pay the Grantee for any work performed after such
termination.
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9.
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This
Agreement may be unilaterally terminated by the Commission for refusal by
the Grantee to allow public access to all documents, papers, letters or
other material made or received by the Grantee in conjunction with this
Agreement, unless the records are exempt from Section 24(a), Article I of
the Florida Constitution and Chapter 119, Florida
Statutes.
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10.
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The
Grantee shall maintain books, records and documents directly pertinent to
performance under this Agreement in accordance with generally accepted
accounting principles.. The Commission, the State of Florida,
or their authorized representatives shall have access to such records for
audit purposes during the term of this Agreement and for five years
following Agreement completion. In the event any work is
subcontracted, the Grantee shall similarly require each subcontractor to
maintain and allow access to such records for audit
purposes.
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11.
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A.
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The
Grantee shall retain and maintain all records referenced in Section 9 and
make such records available for an audit as may be
requested. Such records shall include independent auditor
working papers, books, documents and other evidence, including but not
limited to, vouchers, bills, invoices, requests for payment and other
supporting documentation, which, according to generally accepted
accounting principles, procedures and practices, sufficiently and properly
reflect all program costs expended in the performance of this
Agreement.
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B.
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The
Grantee agrees to comply with the audit requirements of Section 215.97,
Florida Statutes, and those found in Attachment D as
applicable.
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C.
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The
Grantee shall include the audit and record keeping requirements described
above and in Attachment D in all subcontracts and assignments with
sub-recipients of State funds according to Section 215.97, Florida
Statutes. For purposes of this Agreement, “sub-recipient” shall
be defined in accordance with Section 215.97 (2)(x), Florida
Statutes.
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D.
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The
Grantee must provide copies of any audit referencing this Agreement, the
audit transmittal letter, and any response to such audit to the Commission
within 30 days of its receipt. The Grantee should confer with its chief
financial officer, audit director or contact the Commission for assistance
with questions pertaining to the applicability of these
requirements.
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12.
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A.
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The
Grantee may subcontract work under this Agreement without the prior
written consent of the Commission's Grant Manager. The Grantee
shall be solely responsible for all work performed and all expenses
incurred in connection with the development and implementation of the
services, programs and activities under this Agreement whether directly
performed or by subcontract.
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B.
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The
Grantee shall not enter into subcontracts in which the Commission could be
held liable to a subcontractor for any expenses or
liabilities. The Grantee shall defend and hold the Commission
harmless of any liabilities incurred under any of the subcontracts entered
into by the Grantee. The Grantee shall be liable for all work
performed and all expenses incurred as a result of any
subcontract.
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C.
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The
Grantee is encouraged to use small businesses, including
minority, women and service-disabled veteran-owned businesses
as subcontractors or sub-vendors under this Agreement. The
directory of certified minority women and service-disabled veteran-owned
businesses can be accessed from the website of the Department of
Management Services, Office of Supplier Diversity. The Grantee
shall report to the Commission on a quarterly basis its expenditures with
minority, women and service-disabled veteran-owned
businesses. The report shall contain the names and addresses of
the minority, women and service-disabled veteran-owned businesses; the
aggregate dollar figure disbursed that quarter for each business; the time
period; type of goods or services and the applicable code. If
no expenditures were made to minority, women and service-disabled
veteran-owned businesses, the Grantee shall submit a statement to this
effect.
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13.
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In
accordance with Section 216.347, Florida Statutes, the Grantee is hereby
prohibited from using funds provided by this Agreement for the purpose of
lobbying the Legislature, the judicial branch or any state
agency.
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14.
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The
Grantee shall comply with all applicable federal, state and local rules
and regulations in providing services under this Agreement. The
Grantee acknowledges that this requirement includes compliance with all
applicable federal, state and local health and safety rules and
regulations. The Grantee further agrees to include this
provision in all subcontracts issued as a result of this
Agreement.
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15.
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The
Commission’s Grant Manager for this Agreement is identified
below.
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Commission
Grant Manager: Xxxxxxx Xxxxxxxxx
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Florida
Energy and Climate Commission
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Executive
Office of the Governor
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000
Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
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Xxxxxxxxxxx,
XX 00000-0000
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Telephone
No.:
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000-000-0000
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Fax
No.:
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000-000-0000
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E-mail
Address:
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Xxxxxxx.xxxxxxxxx@xxx.xxxxxxxxx.xxx
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16.
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The
Grantee’s Grant Manager for this Agreement is identified
below.
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Xxxxx
Xxxxxxxxx
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Solarsa
International Ltd. Co.
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0000
X. Xxxx Xxxxx Xxx
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Xxxxx,
Xxxxxxx 00000
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Telephone
No.:
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(000)
000-0000
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Fax
No.:
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(000)
000-0000
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E-mail
Address:
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Xxxxx@Xxxxxxx.xxx
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17.
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To
the extent required by law, the Grantee will be self-insured against, or
will secure and maintain during the life of this Agreement, Workers'
Compensation Insurance for all of its employees connected with the work of
this project and, in case any work is subcontracted, the Grantee shall
require the subcontractor similarly to provide Workers' Compensation
Insurance for all of the latter's employees unless such employees are
covered by the protection afforded by the Grantee. Such
self-insurance program or insurance coverage shall comply fully with the
Florida Workers' Compensation law. In case any class of
employees engaged in hazardous work under this Agreement is not protected
under Workers' Compensation statutes, the Grantee shall provide, and cause
each subcontractor to provide, adequate insurance satisfactory to the
Commission, for the protection of its employees not otherwise
protected.
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18.
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A.
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The
Grantee shall secure and maintain Commercial General Liability insurance
including bodily injury and property damage. The minimum limits
of liability shall be $1,000,000 each occurrence and $3,000,000
aggregate. This insurance will provide coverage for all claims
that may arise from the services and/or operations completed under this
Agreement, whether such services and/or operations are by the Grantee or
anyone directly or indirectly employed by him. Such insurance
shall include the State of Florida as an Additional Insured for the entire
length of the
Agreement.
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B.
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The
Grantee shall secure and maintain Commercial Automobile Liability
insurance for all claims which may arise from the services and/or
operations under this Agreement, whether such services and/or operations
are by the Grantee or by anyone directly or indirectly employed by
him. The minimum limits of liability shall be as
follows:
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$500,000
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Automobile
Liability Combined Single Limit for Company Owned Vehicles, if
applicable
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$500,000
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Hired
and Non-owned Liability Coverage
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C.
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All
insurance policies shall be with insurers licensed or eligible to do
business in the State of Florida. The Grantee's current
certificate of insurance shall contain a provision that the insurance will
not be canceled for any reason except after 30 days written notice (with
the exception of non-payment of premium which requires a 10 day notice) to
the Commission.
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19.
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The
Grantee covenants that it presently has no interest and shall not acquire
any interest which would conflict in any manner or degree with the
performance of services required.
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20
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Upon
satisfactory completion of this Agreement, the Grantee may retain
ownership of the non-expendable personal property or equipment purchased
under this Agreement. However, the Grantee shall complete and
sign Attachment E,
Property Reporting Form, and forward it along with the appropriate
invoice to the Commission’s Grant Manager. The following terms
shall apply:
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A.
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The
Grantee shall have use of the non-expendable personal property or
equipment for the authorized purposes of the contractual arrangement as
long as the required work is being
performed.
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B.
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The
Grantee is responsible for the implementation of adequate maintenance
procedures to keep the non-expendable personal property or equipment in
good operating condition.
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C.
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The
Grantee is responsible for any loss, damage, or theft of, and any loss,
damage or injury caused by the use of, non-expendable personal property or
equipment purchased with state funds and held in his possession for use in
a contractual arrangement with the
Commission.
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21.
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The
employment of unauthorized aliens by any Grantee/vendor is considered a
violation of Section 274A(e) of the Immigration and Nationality
Act. If the Grantee/vendor knowingly employs unauthorized
aliens, such violation shall be cause for unilateral cancellation of this
Agreement. The Grantee shall be responsible for including this
provision in all subcontracts with private organizations issued as a
result of this Agreement.
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22.
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A.
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No
person on the grounds of race, creed, color, national origin, age, sex or
disability shall be excluded from participation in, be denied the proceeds
or benefits of, or be otherwise subjected to discrimination in performance
of this Agreement.
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B.
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The
Grantee affirms that it is aware of the provisions of Section
287.134(2)(a), Florida Statutes, and that at no time has the Grantee been
placed on the Discriminatory Vendor List. The Grantee further
agrees that it shall not violate such law and acknowledges and agrees that
placement on the list during the term of this Agreement may result in the
termination of this Agreement.
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C.
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The
Grantee affirms that it is aware of the provisions of Section
287.133(2)(a), Florida Statutes, and that at no time has the Grantee been
convicted of a Public Entity Crime. The Grantee agrees that it
shall not violate such law and further acknowledges and agrees that any
conviction during the term of this Agreement may result in the termination
of this Agreement. The Grantee shall insert a provision in
accordance with this Paragraph in all subcontracts for services in
relation to this Agreement.
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23.
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Land
acquisition is not authorized under the terms of this
Agreement.
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24.
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A.
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The
purpose of this Agreement is to enable the Grantee to commercialize a
technology that makes renewable energy available to the citizens of
Florida. If the Grantee brings to the performance of this Agreement
pre-existing intellectual property, the Grantee shall retain all rights
and entitlements to that pre-existing intellectual
property.
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B.
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If,
during the course of the Agreement, the Grantee modifies a pre-existing
invention to the point where it is a new invention, patentable in its own
right, or if any discovery or subject invention arises or is developed in
the course of, or as a result of, work or services performed under this
Agreement, or in any way connected herewith, the Grantee shall retain the
entire right, title, and interest to each discovery or subject invention,
subject to the provisions of this clause. With respect to any subject
invention in which the Grantee retains title, the Commission shall have a
nonexclusive, transferable, irrevocable, paid up license to practice or
have practiced for, or on behalf of, the Commission the subject invention
and sublicense the same, but only for State of Florida occupied
facilities.
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C.
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In
the event that any books, manuals, films, or other copyrightable material
are produced, which are intended to be made available to the public, the
Grantee shall notify the Commission. The Commission shall have a
royalty-free nonexclusive and irrevocable right to reproduce, publish, or
otherwise use the work, and to authorize others to do the same. The
Grantee hereby grants the Commission full authority and right to modify or
create derivative works of, or allow others to modify or create derivative
works on behalf of the Commission, any publications first produced under
this Agreement. Any content submitted to the Commission which
is asserted to be exempt under Florida’s Public Records Act, Chapter 119,
Florida Statutes, shall be clearly marked “business proprietary”,
“exempt,” “confidential,” or “trade secret” (as applicable), with the
statutory basis for such claim of exemption, confidentiality, or trade
secret specifically identified in writing. Failure to identify any such
content shall constitute a waiver of any claimed exemption,
confidentiality, or trade secret.
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D.
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The
terms and conditions specified in paragraphs A, B and C above shall also
apply to any subcontract made under this Agreement. The Grantee
shall be responsible for informing the subcontractor of the provisions of
this section and obtaining
disclosures.
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25
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The
Grantee shall not develop any software or databases under the terms and
conditions of this Agreement.
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26.
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This
Agreement is executed and entered into in the State of Florida and shall
be construed, performed and enforced in all respects in
accordance with the laws and rules of the State of Florida. Any
litigation arising under this Agreement shall be brought in the
appropriate court in Xxxx, County, Florida, applying Florida
Law.
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27.
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This
Agreement represents the entire agreement of the parties. Any
alterations, variations, changes, modifications or waivers of provisions
of this Agreement shall only be valid when they have been reduced to
writing, duly signed by each of the parties and attached to the original
of this Agreement, unless otherwise provided
herein.
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REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF, the parties have
caused this Agreement to be duly executed, the day and year last written
below.
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SOLARSA
INTERNATIONAL XXX.XXXXXXX
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STATE
OF FLORIDA, EXECUTIVE OFFICE OF
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THE
GOVERNOR, Florida Energy and Climate
Commission
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By:
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By:
_________________________________________
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Xxxxx X. Xxxxxxxxx
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Xxxxxx Xxxxx
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President & CEO
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Executive Director
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Date:___January
29, 2009________
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Date:
________________________________________
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GRANT
MANAGER NOTE:
*For Agreements with governmental boards/commissions: If someone
other than the Chairman signs this Agreement, a resolution, statement or other
document authorizing that person to sign the Agreement on behalf of the Grantee
must accompany the Agreement.
List of
attachments/exhibits included as part of this Agreement:
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Specify
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Letter/
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Type
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Number
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Description
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Attachment
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A
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Grant Work Plan
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Attachment
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B
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Payment Request Summary
Form
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Attachment
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C
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Progress Report Form
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Attachment
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D
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Special Audit
Requirements
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Attachment
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E
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Property Reporting
Form
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