Document for Infinity AG Solutions LLC Plaintiff vs University of Florida Board of Trustees Defendant

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                                Filing # 68806500 E-Filed 03/05/2018 03:50:38 PM

IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR
LEE COUNTY, FLORIDA CIVIL ACTION

INFINITY AG SOLUTIONS, LLC,
a Florida limited liability company,

Plaintiff,
vs. CASE NO.

UNIVERSITY OF FLORIDA BOARD
OF TRUSTEES,

Defendant.
/

COMPLAINT

COME NOW Piaintiff, INFINITY AG SOLUTIONS, LLC, a Florida limited liability
company, by and through its undersigned attorney, and sues Defendant, UNIVERSITY
OF FLORIDA BOARD OF TRUSTEES, and alleges:

41. This is a cause of action of action for damages that exceed $15,000.00.

2. On or: about October 2017 Plaintiff and Defendant entered into a
Subcontract Agreement, a true and correct copy of which is attached hereto marked as
Plaintiff's Exhibit “A” and incorporated herein by reference for all purposes. Plaintiff
does not have a copy of the Subcontract signed by Defendant but upon information and
belief Defendant signed the contract. Pleading in the alternative, Defendant instructed
Plaintiff to proceed under the terms and conditions of the contract and Plaintiff did so.

3. Plaintiff has performed all obligations incumbent upon it under the
Subcontract until such time as Defendant terminated it, and all conditions precedent

necessary to enable Plaintiff to recover hereunder have occurred.

eFiled Lee County Clerk of Courts Page 14. After Plaintiff performed substantial services under the contract,
Defendant terminated the contract under Article XX! thereof.

5. Defendant owes Plaintiff for services performed up to the date of
termination.

WHEREFORE, Plaintiff demands judgment against Defendant for damages,
costs and interest, and all other relief as is just and proper.

GOLDSTEIN, BUCKLEY, CECHMAN,
RICE & PURTZ, P.A.

Attorneys for Plaintiff

Post Office Box 2366

Fort Myers, Florida 33902-2366

239-332-9425 (telephone)

239-332-6508 (facsimile)

jrice@gbclaw.com (primary email)

smd@gbclaw.com (secgndary email)

 

 

eFiled Lee County Clerk of Courts Page 2SUBCONTRACT

between
The Univesity of Florida Board of Trustees
Gainesville, Florida

and

Infinity Ag Solutions
Ft. Myers, Florida

Subcontract Number: UFDSP000011924

This Subcontract, made this __ day of Ootober, 2017, by and between the University of Florida Board of Trustees, with
offices in the Division of Sponsored Programs, 207 Grinter Hell, Gainesville, Florida 32611, (hereinafter referred to as
UNIVERSITY) and Infinity Ag Solutions, 3093 Kennesaw Street, Ft, Myers, Florida 33916, (hereinafter referred to as
SUBCONTRACTOR).

WITNESSETH THAT:

WHEREAS, UNIVERSITY received prime funding with a contract from the Florida Department of Agriculture and Consumer
Services, (FDACS), Contract Number 024557 (Prime Award), pursuant to which UNIVERSITY has agreed to perform work;

WHEREAS, UNIVERSITY is authorized to enter into subcontracts for the procurement of a portion of its responsibilities; and
WHEREAS, SUBCONTRACTOR desires to enter into a contract with UNIVERSITY to perform that work hereinafter set

NOW THEREFORE, in consideration of the promises hereinafter set forth it is hereby mutually agreed as follows;
ARTICLE L Scope of Work:

Pursuant to the project titled “FDACS Citrus Trials,” SUBCONTRACTOR shall provide services and complete the deliverables
identified in Bxhibit A and set forth herein as the “Scope of Work.” SUBCONTRACTOR’ performance of the Scope of Work
shall be in support of and must meet the minimum performance standards required under the Prime Award, included herein as
Exhibit B, “Prime Award.”

ARTICLE I, Period of Performance:

Performance under this Subcontract shall commence on September 14, 2017 and shall terminate on June 30, 2018, unless
changed by mutual consent of the parties by written amendment to this Subcontract. No costs outside the period of performance
will be paid from this Subcontract.

ARTICLE IIL SUBCONTRACT PRICE:

For acceptable performance of the work described herein, SUBCONTRACTOR shall be reimbursed for costs incurred not to
exceed Eight Hundred Thousand Dollars ($800,000).

After the incurrence of costs allowable under the laws, rules, and regulations applicable to the expediture of state funds,
including, but not limited to, the Reference Guide for State Expenditures, included herein as Exhibit C, SUBCONTRACTOR
shall submit invoices using SUBCONTRACTOR’S standard invoice. However, at a minimum, invoices must @) identify the
deliverables provided or be supported by documentation (such as a progress report) that clearly reflects the deliverables
provided during the invoice period, (ii) indicate that the minimum performance standards were met, (iii) show the current and
curnulative costs, (iv) indicate the appropriate dates of expenditures, (v) show UNIVERSITY’s Project Number: P0058332 and
Subcontract Number: UFDSP00011924, and (vi) and include a statement of certification as to truth and accuracy of the invoice
and any required supporting documentation. Invoices that do not meet the minimum requirements shall be returned to
SUBCONTRACTOR and will result in a delay of payment. Invoices shall be submitted no more frequent than monthly, but no
less frequent than quarterly.

Page 1 of 81 UFDSP0C011924 (2017-10-04

EXHIBIT

A

  

eFiled Lee County Clerk of Courts PUp to three (3) months of foressable expenses, but no more than $250,000, may be paid in advance upon written request at the
time of contract execution. Documentation for services provided and expenses incurred under the advanced funds must be
received prior to submission of the next invoice.

Invoices shall be submitted to:

Subcontract Manager, Contracts & Grants Accounting
University of Florida

33 Tigert Hall

PO Box 113001

Gainesville, Florida 32611-3001

Phone: (352) 392-1235

Email: Subcontract-Manager@ufl.edu

Final Invoice shall be submitted within forty-five (45) days of the end of the period of performance and shall be marked “Final.”
UNIVERSITY is not under any obligation to pay invoices received after the deadline. Payment of final invoice is contingent
upon the receipt by UNIVERSITY of all completed deliverables by SUBCONTRACTOR.

Invoices for any authorized travel expenses shall be submitted and paid in accordance with the rates specified in section
112.061, Florida Statutes, governing payments by the state for travel expenses.

SUBCONTRACTOR assumes sole responsibility for reimbursement to UNIVERSITY a sum of money equivalent to the
amount of any expenditure disallowed through audit exception or some other appropriate means, in which expenditures from
funds allocated to SUBCONTRACTOR for direct and/or indirect costs were not made in compliance with this Subcontract.

ARTICLE IV. KEY PERSONNEL:

Dr. Sarah Strauss is designated as Project Director for UNIVERSITY and shall have overall responsibility for the direction of
the work to be performed under this Subcontract. The Project Director is responsible for guiding the technical work being
performed under this Subcontract and for the general supervision of the work performed, but is not authorized to initiate changes
in or deviations from the provisions of this Subcontract unless and until such changes are authorized by a written modification
to this Subcontract

Ann Kaplan is designated as Project Director for SUBCONTRACTOR and is considered essential to successful performance
hereunder. ‘No substitution of other personnel for Ann Kaplan shall be made without UNIVERSITY ’s prior written approval.

ARTICLE V, ADMINISTRATIVE CONTACTS:

FOR SUBCONTRACTOR; FOR UNIVERSITY:

Gary Winrow Kellie Crawford, Contracting Officer

Infinity Ag Solutions University of Florida

3093 Kennesaw Street Division of Sponsored

Ft. Myers, Florida 33916 Post Office Box 115500

Phone: (239) 245-8659 207 Grinter Hall Gainesville, Florida 32611-5500
E-mail; admin@infinitysolutions.com Phone: (352) 392-0239

E-mail: ufsubawards@ufl.edu

 

UNIVERSITY and SUBCONTRACTOR shall remain independent contractors and nothing herein shall be construed to create
a partnership, agency, or joint venture between the parties. Each party shall be responsible for wages, hours, and conditions of
employment of its personnel during the term of, and under, this Subcontract.

ARTICLE VIL DISCLAIMER:

UNIVERSITY disclaims any and all warranties both express and implied with respect to the services to be performed hereunder
and any deliverables resulting therefrom, including their condition, conformity to any representation or description, the

Page 2 of 81 UFDSP00011924 (2017-10-04

eFiled Lee County Clerk of Courts Page 4existence of any latent or patent defects therein, and their merchantability or fitness for a particular use or Purpose, the use of
any of the inventions or intellectual property will not infringe any rights of third parties,

ARTICLE IX. PUBLICITY:

 

Neither party shall use the name of the other Party or of any investigator in any advertising or promotional material without the
Prior written approval of the other.

ARTICLE X. RIGHTS IN DATA:

 

The author or the recipient organization is free to copyright any books, publication, or other copyrightable material developed
in the course of or performance of this Subcontract, but FDACS and UNIVERSITY reserve a royalty-free, nonexclusive, and
irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for FDACS and UNIVERSITY
Purposes.

ARTICLE XI. INTELLECTUAL PROPERTY:
AR AL INTELLECTUAL PROPERTY:

Pursuant to the Prime Award, persons involved in the Project must agree to assign to UNIVERSITY all rights in Intellectual
Property produced during the performance of the Project or developed through funding under the Prime Award.

UBCONTRACTOR agrees to assign and does hereby assign all tights in Intellectual Property produced by or developed
through funding under this Subcontract, and will require all employees, contractors, or consultants working under this
Subcontract to do the same,

SUBCONTRACTOR agrees disclose possible inventions within thirty (30) days of discovery by completing an intellectual
property disclosures form (invention disclosure) and submitting it to UNIVERSITY’s Office of Technology Licensing.

SUBCONTRACTOR shall not incorporate any third party intellectual Property into work prepared under this Subcontract
without first obtaining permission necessary to meet its obligations set forth above.

ARTICLE XI. EQUIPMENT:

All nonexpendable personal equipment, either purchased or provided under this Subcontract, shall vest in the
SUBCONTRACTOR; however, the distribution or disposal of said property at the completion of this Subcontract requires the
approval of UNIVERSITY’s Administrative Contact.

ARTICLE XII INDEMNIFICATION:

Each party shall be solely responsible for liability arising from personal injury, including death, damage to property arising
from the negligent acts or failure to act of the respective party or of its officials, agents and employees pursuant to the
Subcontract, to the extent provided by law. The liability of the UNIVERSITY shall be subject to the immunities and limitations
of Florida Statute 768.28.

ARTICLE XIV. INSURANCE:

 

To protect against liability, loss and/or expense arising from damage to property or injury or death of any person or persons
incurred in any way out of, in connection with or resulting from the work as outlined in Article I. Scope of Work provided
hereunder, SUBCONTRACTOR shall obtain and maintain in force during the entire period of this subcontract the following
insurance:

Insurance policies shall cover Worker's Compensation Insurance and Employer's Liability, Commercial General Liability
and/or Comprehensive General Liability, and Comprehensive Automobile Liability. Said insurance coverage shall be

maintained at those levels required by the Funding Sponsor's policy on insurance coverage. Certificates of insurance shall be
sent upon request.

ARTICLE XV. ACCESS TO RECORDS, SITE VISITS, RECORD RETENTION:
ae AY ALC EDS TO RECORDS, SITE VISITS, RECORD RETENTION:

With reasonable notice given, SUBCONTRACTOR shall allow UNIVERSITY, or any of their duly authorized representatives
access to any SUBCONTRACTOR books, documents, papers and records which are directly pertine: formance of
this Subcontract for audit purposes during the period of the Subcontract and for a peri wing final

payment made under this Subcontract,

Page 3 of 81 UFDSP00011924 2017-10-04

eFiled Lee County Clerk of Courts Page 5A person or affiliate who has been placed on the convicted vendor list by the Department of Management Services, State of
Florida, may not submit a bid on a contract to provide any goods or services, including construction, repairs, or leases and may
not be awarded or perform work a a contractor, supplier, subcontractor, or consultant for the University of Florida for a period
of thirty-six (36) months from the date of being placed on the convicted vendor list.

 

An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any
goods or services to a public entity, may not submit @ bid on a contract with a public entity for the construction or repair of a
Public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform
work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact
business with any public entity (Florida Statutes, Section 287.134).

 

SUBCONTRACTOR agrees to comply with Florida Statute 215.97, which provides uniform state audit requirements for state
financial assistance provided by state agencies to nonstate entitites (including subrecipients of state financial assistance).
Florida Statute 215.97 may require SUBCONTRACTOR to obtain a state single audit, paid for by SUBCONTRACTOR from
resources obtained from other than state entitites,

SUBCONTRACTOR shall maintain sufficient records demonstrating its compliance with the terms of the Prime Award for
five (5) years from the date an audit report is issued, and shalll allow UNIVERSITY, FDACS, or its designee, access to such
records upon request .

 

All lower-tier subcontracts between SUBCONTRACTOR and other parties, as well as budgets and work statements for
activities to be conducted under the terms of such lower-tier subcontracts, shall be subject to the prior review and written
approval of UNIVERSITY’s administrative contact person noted in Article VI. The lower-tier subcontracts shall be issued on
@ cost reimbursement basis with the applicable "flow-down" provisions.

ARTICLE XX. DISPUTE RESOLUTION;

The parties of this Subcontract shall encourage the prompt and equitable settlement of all controversies or claims between the
parties. The parties agree to negotiate their differences directly and in good faith for a period of no less than thirty (30) days
after receiving written notification of the existence of a dispute. If the dispute is not resolved with this thirty (30) day period,
the parties are free to exercise all other legal and equitable rights. The SUBCONTRACTOR agrees; however, that pending
resolution of a dispute by negotiation or by a court of competent jurisdiction, it shall, unless otherwise directed by
UNIVERSITY, proceed diligently with the performance of this Subcontract and abide by any written instructions of
UNIVERSITY concerning the matter under dispute.

ARTICLE XX1, TERMINATION:
Either party may terminate this Subcontract for any reason upon thirty (30) days written notice to the other party.

If UNIVERSITY’s funding is terminated or reduced during the performance of this Subcontract, UNIVERSITY may, by
written notice, terminate this Subcontract.

UNIVERSITY shall reserve the right to unilaterally cancel this Subcontract should SUBCONTRACTOR refuse to allow public
access to all documents, papers, letter, or other material subject to the provisions of Florida Statute Chapter 119, and made or
perceived by SUBCONTRACTOR in conjunction with the Subcontract. An exemption is granted to exclude proprietary or
confidential information, personnel records of an evaluative nature, and any legally priviledged information.

Page 4 of 81 UFDSP00011924 2017-10-04

eFiled Lee County Clerk of Courts Page 6SUBCONTRACTOR may terminate this Subcontract upon fifteen (15) days prior written notice in the event of a material
breach by UNIVERSITY of any term or provision hereof, provided such breach remains uncured at the end of said fifteen (15)
day period. Such notice of a breach shall include a reasonable description of the facts surrounding the alleged breach and a
proposed course of action to cure said breach.

IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their duly authorized representatives:

 

 

 

 

s INTRACTOR UNIVERSITY
By: By:
Typed Name:_Gary Winrow Typed Name:,
Title:_Managing Director Title:,
Date:___ October 4, 2017 Date:
Page 5 of 81 UFDSP00011924 2017-10-04

eFiled Lee County Clerk of Courts Page 7Citrus Trials - Deliverables

EXHIBIT A

 

 

 

 

 

 

 

 

 

 

 

Attachment A
DELIVERABLES EXPLANTATION/ JUSTIFICATION OF TOTAL COMPLETION | PAYMENT
DELIVERABLES DATE SCHEDULE
1. To immediately conduct Recruitment of citrus farmers for trials and $350,995 Immediately | Upon
large scale citrus trials on 2,500 | purchase of equipment to conduct trials and upon receipt of
acres of Florida citrus, collect | provide first soil and foliar treatments execution of | invoice and
meaningful scientific data and | (Supporting documents would be receipts and contract report
present data to the citrus agreements with growers)
industry
Complete fruit drop tracking and assessment of | $125,151
root exudate leakage (Supporting documents
would be data on fruit drop and root exudate
leakage)
Continue aerial imaging and analysis of field $173,160
data (Supporting. documents would be Imaging
and data analysis).
Note: Supporting document(s) must be received
prior to payment
2. To educate the citrus Conduct field workshop (Supporting $150,694 To be Upon
industry and the Florida documents would be sign-in sheet) performed receipt of
farming community on the throughout invoice and
short and long term benefits of the citrus supporting
live biologicals, introducing season of documents
biologicals as and effective September
solution to reduce stress of 2017 through
HLB and extend the life of June 2018
citrus trees
Note: All supporting document must be received
prior to payment
Grand Total $800,000
Page 1 of 1
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eFiled Lee County Clerk of Courts Page 8EXHIBIT B

FDACS CONTRACT i
024557

Florida Department of Agriculture and Consumer Services
Division of Administration

STATE FINANCIAL ASSISTANCE RECIPIENT AGREEMENT

 

This AGREEMENT, made and entered into this, 4 day of. Sepleter, by
and between the FLORIDA DEPARTMENT OF AGRICULTURE AND CONSUMER

RECIPIEN! i" DEPARTMENT, and the

CONTRACT PERIOD: Commence upon contract execution to June 30, 2018

SCOPE OF WORK: The RECIPIENT agrees to provide the following
services:

University of Florida / Institute of Food and Agricultural
Sciences (UF/IFAS) Immokalee Extension Office will conduct large
scale citrus trials on 2,500 acres of Florida citrus, collect
scientific data and present data to the citrus industry supporting
the use of a consortium of live biologicals to cost effectively
reduce HLB stress in mature and immature citrus and to educate the
citrus industry and the Florida farming community through
workshops, field days, laboratory tours, technical bulletins, etc.
on the short and long term benefits of live biologicals.

DELIVERABLES: The RECIPIENT must provide the following
quantifiable, measureable and verifiable units of deliverables
which must be received and accepted in writing by the contract
manager before payment. These deliverables are directly related
to the Scope of Work specifying minimum levels of service to be
performed and criteria for evaluating the successful completion of
each deliverable as defined on “Citrus Trials - Deliverables
Attachment A”.

Intellectual property is subject to the following provisions:

A. Anything by whatsoever designation it may be known that
is produced by or developed through funding under this
contract is the exclusive property of the RECIPIENT, and
it may be copyrighted, patented, or otherwise restricted
as provided by Florida Statutes section 1004.23 and
Federal Law.

B. RECIPIENT represents that every person who is involved
in the Scope of Work agrees to assign to RECIPIENT all
rights in any intellectual property that is produced by

FDACS-02016 03/17
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eFiled Lee County Clerk of Courts Page 9EXHIBIT B

or developed through funding under this contract,
subject to the intellectual property policies of
RECIPIENT.

c.. If the Department desires a license to practice any
inventions that are embodied in any intellectual
property that is produced by or developed through
funding under this contract, RECIPIENT hereby grants a
royalty-free, non-exclusive, non-transferrable license
in that intellectual property for governmental purposes.

D. The foregoing shall not apply to any preexisting
intellectual property owned or licensed by RECIPIENT,
whether it is used by Contractor to create a Deliverable
or otherwise in performance of the contract.

The DEPARTMENT agrees to provide the following services:
Provide funding from General Revenue.

The Department of Management Services' designated United Nations
Standard Products and Services Code (UNSPSC) is: 93141904

ieee cree nants “ s anon ror. expenses ($250,000) may be

paid in advanced written request at the time of contract
execution. DeStinihtes CIGNterwmeviees providednetng adwance

.» Payments shall be subject to and under
no circumstance exceed the general appropriation release balance
($1,000,000) .

shall be submitted and
paid in accordance with the rates specified in section 112.061,
Florida Statutes, governing payments by the state for travel
expenses. Authorization for travel expenses must be specified in
the paragraph for payments directly above.

Bills for services shall be submitted to the DEPARTMENT in detail
sufficient for a proper pre-audit and post-audit thereof.

Section 215.422, Florida Statutes, provides that agencies have
five (5) working days to inspect and approve goods and services,
unless bid specifications or the purchase order specifies
otherwise. With the exception of payments to health care
providers for hospital, medical or other health care services, if
Payment is not available within 40 days, measured from the latter

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eFiled Lee County Clerk of Courts Page 10EXHIBIT B

of the date the invoice is received or the goods or services are
received, inspected and approved, a separate interest penalty set
by the Chief Financial Officer pursuant to Section 55.03, Florida
Statutes, will be due and payable in addition to the invoice
amount. To obtain the applicable interest rate, please contact
the Agency's Fiscal Section at (850) 617~7200 or Purchasing Office
at (850) 617-7181.

Transaction Fee: RECIPIENT shall be pre-qualified as meeting
mandatory requirements and qualifications and shall remit fees
pursuant to section 287.057(22), F.S., and any rules implementing
section 287.057, F.S.

Invoices returned to a RECIPIENT due to preparation errors will
result in a payment delay. Invoice payment requirements do not
start until a properly completed invoice is provided to the
DEPARTMENT.

A Vendor Ombudsman has been established within the Department of
Financial Services. The duties of this individual include acting
as an advocate for vendors who may be experiencing problems in
obtaining timely payment(s) from a state agency. The vendor
Ombudsman may be contacted at (850) 413-5516 or by calling the
Department of Financial Services’ Hotline, 1-877-693-5236.

The DEPARTMENT may make partial payments to the RECIPIENT upon
partial delivery of services when a request for such partial
Payment is made by the RECIPIENT and approved by the DEPARTMENT.

This contract may be cancelled by either party giving 30 days
written notice.

The DEPARTMENT may terminate this contract at any time in the
event of the default or failure of the RECIPIENT to fulfill. any of
its obligations hereunder. Prior to the exercise of any remedy
provided for herein, the DEPARTMENT shall provide thirty (30)
calendar days written notice of default and shall provide the
RECIPIENT the opportunity to cure such failure or default within
said thirty (30) day period. Upon the failure or inability to
cure, the DEPARTMENT shall have all rights and remedies provided
at law or in equity, including without limitation the following:

A. Temporarily withhold cash payments pending correction of
the deficiency by the RECIPIENT.

B. Disallow all or part of the cost of the services not in
compliance.

Cc. Wholly or partly suspend or terminate this contract.

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eFiled Lee County Clerk of Courts Page 11EXHIBIT B

The DEPARTMENT shall have the right of unilateral cancellation for
refusal by the RECIPIENT to allow public access to all documents,
Papers, letters or other material made or received by the
RECIPIENT in conjunction with the contract, unless the records are
exempt from s. 24(a) of Article I of the State Constitution and s.
119.07(1), Florida Statutes.

IF THE RECIPIENT HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE RECIPIENT’S DUTY
TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS:

OFFICE OF GENERAL COUNSEL
407 SOUTH CALHOUN STREET, SUITE 520
TALLAHASSEE, FL 32399

PHONE: (850) 245-1000
EMAIL: PRCUSTODIAN@FRESHFROMFLORIDA.COM

The RECIPIENT must:

A. Keep and maintain public records required by the
public agency to perform the service.

B. Upon request from the public agency’s custodian of
public records, provide the public agency with a copy
of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost
that does not exceed the cost provided in Chapter 119,
Florida Statutes or as otherwise provided by law.

c. Ensure that public records that are exempt or
confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by
law for the duration of the contract terms and
following completion of the contract if the contractor
does not transfer the records to the public agency.

D. Upon completion of the contract, transfer, at no cost,
to the public agency all public records in possession
of the contractor or keep and maintain public records
required by the public agency to perform the service.
If the contractor transfers all public records to the
public agency upon completion of the contract, the
contactor shall destroy any duplicate public records

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that are exempt or confidential and exempt from public
records disclosure requirements. If the contractor
keeps and maintains public records upon completion of
the contract, the contractor shall meet all applicable
requirements for retaining public records. All records
stored electronically must be provided to the public
agency, upon requires from the public agency’s
custodian of public records, in a format that is
compatible with the information technology systems of
the public agency.

Extension of a contract for contractual services shall be in
writing for a single period only not to exceed six (6) months and
shall be subject to the same terms and conditions set forth in the
initial contract. There shall be only one extension of a contract
unless the failure to meet the criteria set forth in the contract
for completion of the contract is due to events beyond the control
ef the RECIPIENT. Contracts for contractual services may be
renewed on a yearly basis for no more than three (3) years, or for
a period no longer than the term of the original contract,
whichever period is longer. Renewal of a contract for contractual
services shall be in writing and shall be subject to the same
terms and conditions set forth in the initial contract. Renewals
shall be contingent upon satisfactory performance evaluations by
the DEPARTMENT and subject to the availability of funds. Renewal
costs may not be charged by the RECIPIENT. Exceptional purchase
contracts (single source and emergency contracts) pursuant to
Section 287.057(3) (a) and (c), Florida Statutes, may not be
renewed.

It is mutually understood and agreed:

A. The state of Florida's performance and obligation to pay
under this contract is contingent upon an annual
appropriation by the Legislature as provided in section
287.0582, Florida Statutes.

B. Payments made under this contract are subject to the
approval of the State Chief Financial Officer
(Department of Financial Services).

Subject to the requirements of section 216.347, Florida Statutes,
a state agency, a water management district or the judicial branch
May not authorize or make any disbursement of grants and aids
appropriations pursuant to a contract or grant to any person or
organization unless the terms of the grant or contract prohibit
the expenditure of funds for the purpose of lobbying the
Legislature, the judicial branch or a state agency.

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There are uniform state audit requirements for state financial
assistance provided by state agencies to nonstate entities to
carry out state projects in accordance with and subject to
requirements of section 215.97, Florida Statutes, which may be
applicable to and binding upon RECIPIENT. Nonstate entity means a
local governmental entity, nonprofit organization, or for-profit
organization that receives state resources. Recipient means a
Nonstate entity that receives state financial assistance directly
from a state awarding agency.

A. In the event that the RECIPIENT expends a total amount
of state financial assistance equal to or in excess of
$750,000 in any fiscal year of such RECIPIENT, the
RECIPIENT must have a state single or project-specific
audit for such fiscal year in accordance with
section 215.97, Florida Statutes; applicable rules of
the Department of Financial Services; and Chapters
10.550 (local governmental entities) or 10.650
(nonprofit and for-profit organizations), Rules of the
Auditor General. In determining the state financial
assistance expended in its fiscal year, the RECIPIENT
shall consider all sources of state financial
assistance, including state financial assistance
received from this department resource, other state
agencies, and other nonstate entities. State financial
assistance does not include federal direct or
Pass-through awards and resources received by a nonstate
entity for federal program matching requirements.

B. Audits conducted pursuant to section 215.97, Florida
Statutes, shall be: (1) performed annually, and
conducted by independent auditors in accordance with
auditing standards as stated in Chapters 10.550 (local
governmental entities) or 10.650 (nonprofit and for-
profit organizations), Rules of the Auditor General.

c. Regardless of the amount of the state financial
assistance, the provisions of section 215.97, Florida
Statutes, do not exempt a nonstate entity from
compliance with provisions of law relating to
maintaining records concerning state financial
assistance to such nonstate entity or allowing access
and examination of those records by the state awarding
agency, the Chief Financial Officer, or the Auditor

General.
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D. If the RECIPIENT expends less than $750,000 in state
financial assistance in its fiscal year, an audit
conducted in accordance with the provisions of
section 215.97, Florida Statutes, is not required. If
the nonstate entity does not meet the threshold
requiring the state single audit, such nonstate entity
must meet terms and conditions specified in this written
agreement with the state awarding agency. In the event
that the RECIPIENT expends less than $750,000 in state
financial assistance in its fiscal year and elects to
have an audit conducted in accordance with the provision
of section 215.97, Florida Statutes, the cost of the
audit must be paid from the nonstate entity’s resources
(i.e., the cost of such an audit must be paid from the
RECIPIENT’s resources obtained from other than state
entities).

E. Each state awarding agency shall:

(1) Provide to the RECIPIENT, information needed by the
RECIPIENT to comply with the requirements of
section 215.97, Florida Statutes.

(2) Require the RECIPIENT, as a condition of receiving
state financial assistance, to allow the state
awarding agency, the Chief Financial Officer, and
the Auditor General access to the RECIPIENT’s
records and the RECIPIENT’s independent auditor’s
working papers as necessary for complying with the
requirements of section 215.97, Florida Statutes.
The RECIPIENT is required to maintain sufficient
records demonstrating its compliance with the terms
of this agreement for a period of five years from
the date the audit report is issued, and shall
allow the DEPARTMENT or its designee, access to
such records upon request.

{3) Notify the RECIPIENT that section 215.97, Florida
Statutes, does not limit the authority of the state
awarding agency to conduct or arrange for the
conduct of additional audits or evaluations of
state financial assistance or limit the authority
of any state agency Inspector General, the Auditor
General, or any other state official.

(4) Be provided by RECIPIENT one copy of each financial
reporting package prepared in accordance with the
requirements of section 215.97, Florida Statutes.

FOACS-02016 03/17
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The financial reporting package means the nonstate
entities’ financial statements, Schedule of State
Financial Assistance, auditor’s reports, management
letter, auditee’s written responses or corrective
action plan, correspondence on follow-up of prior
years’ corrective actions taken, and such other
information determined by the Auditor General to be
necessary and consistent with the purposes of
section 215.97, Florida Statutes. Copies of the
financial reporting package required by this
agreement shall be submitted by or on behalf of the
RECIPIENT directly to each of the following:

(a) The Florida Department of Agriculture
and Consumer Services
Division of Administration
509 Mayo Building
407 South Calhoun Street
Tallahassee, Florida 32399-0800

(b) The Auditor General’s Office at the following
address:

State of Florida Auditor General
Room 401, Claude Pepper Building
111 West Madison Street
Tallahassee, Florida 32399-1450

Fe. Any reports, management letters, or other information
required to be submitted to the DEPARTMENT pursuant to
this agreement shall be submitted timely in accordance
with Florida Statutes, and Chapters 10.550 (local
governmental entities) or 10.650 (nonprofit and
for-profit organizations), Rules of the Auditor General,
as applicable.

G. The RECIPIENT shall maintain sufficient records
demonstrating its compliance with the terms of this
agreement for a period of five (5) years from the date
the audit report is issued, and shall allow the
DEPARTMENT, or its designee, Chief Financial Officer, or
Auditor General access to such records upon request.

The RECIPIENT shall ensure that audit working papers are
made available to the DEPARTMENT, or its designee, Chief
Financial Officer, or Auditor General upon request for a
period of five (5) years from the date the audit report
is issued, unless extended in writing by the DEPARTMENT.

FDACS-02016 03/17
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Hy The RECIPIENT shall be required to ensure expenditures
of state financial assistance be in compliance with
laws, rules, and regulations applicable to expenditures
of state funds, including, but not limited to, the
Reference Guide for State Expenditures.

I. The RECIPIENT agrees that this agreement may be charged
only with allowable costs resulting from obligations
incurred during the term of this agreement.

J. The RECIPIENT agrees that any balances of unobligated
cash that have been advanced or paid that are not
authorized to be retained for direct program costs in a
subsequent period must be refunded to the DEPARTMENT.

K. Any funds paid in excess of the amount to which the
RECIPIENT is entitled under this Agreement must be
refunded to the DEPARTMENT.

It is expressly understood and agreed that any articles that are
the subject of, or required to carry out, in accordance with
section 287.042, Florida Statutes, this contract shall be
purchased from a nonprofit agency for the blind or for the
severely handicapped that is qualified pursuant to Chapter 413,
Florida Statutes, in the same manner and under the same procedures
set forth in section 413.036(1) and (2), Florida Statutes; and for
purposes of this contract the person, firm or other business
entity carrying out the provisions of this contract shall be
deemed to be substituted for the state agency insofar as dealings
with such qualified nonprofit agency are concerned. Available
products, pricing and delivery information may be obtained by
contacting: RESPECT of Florida, 2475 Apalachee Parkway, Suite
205, Tallahassee, Florida 32301-4946, telephone number

(850) 877-4816 and fax number (850) 942-7832.

It is expressly understood and agreed that any articles which are
the subject of, or required to carry out, in accordance with
section 287.095(3), Florida Statutes, this contract shall be
purchased from the corporation identified under Chapter 946,
Florida Statutes, in the same manner and under the same procedures
set forth in section 946.515(2) and (4), Florida Statutes; and for
the purposes of this contract the person, firm or other business
entity carrying out the provisions of this contract shall be
deemed to be substituted for the DEPARTMENT insofar as dealings
with such corporation are concerned. The “corporation identified”
is Prison Rehabilitative Industries and Diversified Enterprises,
Incorporated. Available products, pricing and delivery schedules
may be obtained by contacting: PRIDE of Florida, 223 Morrison
Read, Brandon, Florida 33511-4835, telephone number (813) 324-

FOACS-02016 03/17
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The RECIPIENT is informed that a person or affiliate who has been
placed on the convicted vendor list following a conviction for a
public entity crime may not submit a bid on a contract to provide
any goods or services to a public entity, may not submit a bid.on
a contract with a public entity for the construction or

repair of a public building or public work, may not submit bids on
leases of real property to a public entity, may not be awarded or
perform work as a CONTRACTOR, supplier, subcontractor or
consultant under a contract with any public entity, and may not
transact business with any public entity in excess of the
threshold amount provided in section 287.017, Florida Statutes,
for CATEGORY TWO for a period of 36 months from the date of being
placed on the convicted vendor list.

The RECIPIENT shall not discriminate on the basis of race, sex,
religion, color, national origin age or disability and shall
comply with all applicable state and federal laws and regulations
related thereto, including without limitation, the Americans with
Disabilities Act (42 USC 12101 et. Seq.); Section 504 of the
Rehabilitation Act of 1973 (29 USC 795); and the Age
Discrimination Act of 1975 (42 USC 6101-6107).

The RECIPIENT is informed that the employment of unauthorized
aliens by any contractor is considered a violation of Section
274A(e) of the Immigration and Nationality Act. If the RECIPIENT
knowingly employs unauthorized aliens, such violation shall be
cause for unilateral cancellation of the contract.

The RECIPIENT is informed that an entity or affiliate who has been
Placed on the discriminatory vendor list may not submit

a bid on a contract to provide goods or services to a public
entity, may not submit a bid on a contract with a public entity
for the construction or repair of a public building or public
work, may not submit bids on leases of real property to a public
entity, may not award or perform work as a contractor, supplier,
subcontractor, or consultant under contract with any public
entity, and may not transact business with any public entity.

The RECIPIENT will comply with section 20.055, Florida Statutes.

Any changes to the AGREEMENT require the written approval of each
party’s authorized official.

In the event that two or more documents combine to form this
agreement between the parties, including future amendments and
addenda, and in the event that there are contradictory or
conflicting clauses or requirements in these documents, the
provisions of the document(s) prepared by the DEPARTMENT shall be
controlling.

FDAGS-02016 03/17
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eFiled Lee County Clerk of Courts Page 18EXHIBIT B

All contracts entered into by the DEPARTMENT or any division or
bureau thereof, are and shall be controlled by Florida law,
contrary provisions notwithstanding.

In the event that any clause or requirement of this agreement is
contradictory to, or conflicts with the requirements of Florida
law, including, but not limited to requirements regarding
contracts with Florida's governmental agencies, the offending
clause or requirement shall be without force and effect and the
requirements of the Florida Statutes and rules promulgated
thereunder on the same subject shall substitute for that clause or
requirement and be binding on all parties to this contract.

Special Conditions: N/A

The Contract Manager for the DEPARTMENT is Leigh-Anne S. Vigne’,
Fiscal Officer, FDACS - Division of Fruit and Vegetables, 170
Century Boulevard, Bartow, FL 33830-7700 (863) 578-1932

The Contract Manager for the RECIPIENT is Dr. Calvin E. Arnold,
Center Director, University of Florida - IFAS Southwest Florida
Research & Education Center 2685 Hwy 29 N, Immokalee, FL 34142
(239) 658-3400

State resources awarded to the RECIPIENT pursuant to this
agreement and are from Agricultural Research 42.023 $1,000,000.

If state resources awarded to the RECIPIENT are to be used as
matching resources for federal programs, identify the name of

federal agency and catalog of Federal Domestic Assistance (title
and number).

Signed by parties to this agreement:

FLORIDA DEPARTMENT OF AGRICULTURE RECIPIENT
AND CONSUMER SERVICES

Lf Wn C

 

 

 

 
  

 

 

Signat Signatars.
. thee gat Director
Title Title
AS+(7 4-14-2079
Date Date
FDAGS-02016 03/17
Page 11 of 11

Page 17 of 81 UFDSP00011924 2017-10-04
eFiled Lee County Clerk of Courts Page 19Citrus Trials - Deliverables

 

EXHIBIT B

 

 

 

 

 

 

 

 

 

 

 

 

 

Attachment A
DELIVERABLES EXPLANTATION/ JUSTIFICATION OF TOTAL (PAYMENT
DELIVERABLES. DATE. — |. SCHEDULE |
1. To immediately conduct Submit to FDACS (Florida Department of $250,000 Immediately | Upon
large scale citrus trials on 2,500 | Agriculture and Consumer Services) an electronic upon receipt of
acres of Florida citrus, collect | POF report of results achieved during the small execution of | invoice and
meaningful scientific data and | scale citrus trials performed during the 2015-16 contract report
present data to the citrus season
Industry
Note: Supporting document(s) must be received
prior to payment
2. To educate the citrus Conduct or sponsor IFAS extension workshop $187,500 Tobe Upon
industry and the Florida discussing biological amendments to soil and performed recelpt of
farming community on the plant (submit sign-in sheet) throughout invoice and
short and long term benefits of the citrus supporting
live biologicals, introducing Conduct a field day in co-operator’s fields to $187,500 season of documents
biologicals as and effective show and discuss results {submit sign-in sheet) September
solution to reduce stress of 2017 through
HLB and extend the life of Conduct at least one laboratory tour for growers | $187,500 —_| June 2018
citrus trees at IAS facility (submit sign-in sheet)
Compile two bulletins, one discussing the general | $137, 500
characteristics of soll and foliar applied biological
amendments and a second one discussing results,
especially relating to HLB, obtained from the
large scale trial (submit POF copies of bulletins)
Note: All supporting documents must be received
prior to payment
Grand Total $1,690,000
Page lofi
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eFiled Lee County Clerk of Courts Page 20DSI MAM MOTE Tee) ite males

 

Guide
For State

Division of Accounting and Auditing
Bureau of Auditing
200 East Gaines Street
Tallahassee, Florida 32399-0355

 

Page 19 of 81 UFDSP00011924
eFiled Lee County Clerk of Courts Page 21

EXHIBIT C

 

2017-10-04EXHIBIT C
Page |[2

 

[Table of Contents
INTRODUCTION..

     

 

 

 

 

Authority.....

Mission of the Bureau of Auditing...

PUPPOSC...ssssssssssssesssscossssssssnseeneees sesssssesonssavcencensssesnsssssnsensenscssseaonsseneeae sassessvesssescencosesesssancansancossssesensessousssnsenes 7
DEFINITIONS .ssessoose seveenenne ace reseed
ADVANCE PAYMENTS. sesesseesersnanssnsssessernnennnnsensesereesenee 1.

 

Advances Pursuant To Section 215.422(14), F..

 
 
 
 

Advances Pursuant To Section 216.181(16), F..
Agreements for $1,800 or Less.
AGREEMENTS - AMENDMENTS, RENEWALS, & EXTENSIONS......+.0+00

Amendments

 

RENEWALS ..sessesssseceressnesssnesenscernrerneessnee

 

Extensions...

 

AGREEMENTS FOR SERVICES... soensessenee: 00 toensensesen: rocsseeeeee LS
AGREEMENTS FOR SERVICES - RECIPIENT/SUB-RECIPIENT ...ssssssessessssssesossonsessesnsnsosssssensessccsessnnssossenscsssnscsssessosseers 15,
Federal Financial Assistance...........+++

 

State Financial Assistance

 

 

Payment requirements —
AGREEMENTS FOR SERVICES - REVIEW PROCESS.....sscsssosssssssssonsessossosesssnssvesssnsessocsssensoncensessoseasenssssacssssscssssoencescese LT
AGREEMENTS FOR SERVICES - VENDORS.

 

voor LB

     

 

Vendor agreements less than Category Two...

Additional requirements for agreements crossing fiscal YEATS ......+-.00veser0 aeaes

 

Additional requirements for agreements signed after start of services

 

 

Payment requirement....ssvereee

Purchasing Card Transactions — Services

 

AMERICANS WITH DISABILITIES ACT ...++.s.0ss0e0ees

 

 

 

 

 

ARTWORK IN STATE BUILDINGS. wosaee werseresoncesceses eoeaee 20
ASSIGNMENT OF PAYMENTS...
AWARDS senenseenesveee wovneen, sesseereesen sessvensencereens sore 20
Updated — February 2011

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eFiled Lee County Clerk of Courts Page 22EXHIBIT C

Page {3

 

Satisfactory Service Awards

 

Employee Gathering for Awards Presentation ~ State Owned Space.

 

Rental Space and Travel Costs.

 

Volunteer Recognition
BAR DUES...soscssesvessessscesesresnecsensensancnsencenenssecnsoesacsncanenessernecneosscenssasenestee seesenenervencencenees 21

 

BUILDING LEASES - PRIVATE SECTOR ....+essessessessonssnsseneeves
BUSINESS CARDS......

 
 

CELL PHONES AND OTHER COMMUNICATIONS .....004

 

 

 

General...

Cellular Telephones - State Owned

 

 

Cellular Telephones - Personal

 

CLAIMS AGAINST THE STATE - LIMITATIONS.......+0.00s000000

 
 

 

   

 

Settlement Agreements. 24
COST ANALYSIS.....ccsessssersenesscensensore: serveesecaensensasesesssaes: 24
COUNTY HEALTH UNIT TRUST FUND. aessenveeaeen sen eoeeoe 24
COURT REPORTER SERVICES.......essesossosesessenesseresseenees seeesenseussnencsneaneasenensencanencenesors sotecenveneanoes 24

 

CREDIT CARD FEES.....+.0. oe

asssonsccsvessssvsconsssencssssscossesseese 2A

 

DEFERRED-PAYMENT COMMODITY CONTRACTS.....+.00es+se0

 

 

EDUCATIONAL COURSES AND OTHER TRAINING .....

 

General...

 

Community Leadership Courses
EMPLOYEE-EMPLOYER RELATIONSHIP DETERMINATION....u+s-+esvsseseseesssesseencaerneee

 

EQUIPMENT LEASES ......0+++0 seasons

sesevnen aovvenene 27

 

 

EXECUTIVE ORDERS ...sessessessnssossonsessssnsesnsensensevocs

secnserssssvsserseeee 2B

 

EXPENSE, OCO, OR FCO DETERMINATION ....

 

FCO - GRANTS AND AIDS APPROPRIATIONS
FURNITURE. ...+4000 nese ones

 

 

INSURANCE ...0s00s00se0 enssoesenosesoenncanee:

 

 

INTERCHANGE OF PERSONNEL AMONG STATE AGENCIES .....0..0++004«

 

INVOICES ...sssssessosessessonessesessensonsensonen

 

 

Updated — February 2011
Page 21 of 81 UFDSPO6011924 2017-10-04

eFiled Lee County Clerk of Courts Page 23EXHIBIT C

Page /4

 

 

Invoice Requirements...

 

INVOICE SAMPLING...
JUSTICE ADMINISTRATIVE COMMISSION - DISBURSEMENTS ....+-ssosssosssssvssssssscensessenscsnsssosssenssssescssnsssssssonssesssorennee D2.
JOURNAL TRANSFERS..... sesesnensvssenconsenecovorneteen ovsceacracnansconsene 32

 

Journal Transfer One (JT-1)

 

Journal Redistribution ........+-.s000+
Journal Transfer Two (JT-2).

1. Journal Advice.

4. Category 10XXXX- Operating Disbursements..

iil. Non-Operating Transfer...

 

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 
    

 

 

 

 

 

 

 

IV. Expenditure Refund.
LEGAL ADVERTISING.......0000« aoe ose 00 36
LEGAL SERVICES.....00-00-00s-0000 36
LEVIES/LIENS.. we aeeneenenassasnssnsenssncocansonses 36
Department of Revenue .........+.+8
Internal Revenue Service
LOBBYIST ...sssorcssoscsesscssessessensenssnsansnsanensensc