CONTINUING SERVICES CONTRACT ENTERPRISE FLORIDA, INC.

DocuSign Envelope ID: 600D8E43-849E-4ED9-924F-0EBD83437C02

CON 22-202

CONTINUING SERVICES CONTRACT ENTERPRISE FLORIDA, INC.

THIS AGREEMENT ("Agreement") is entered into this __1st__ day of _May_, 2022 by and between ENTERPRISE FLORIDA, INC., a Florida not-for-profit corporation ("EFI") and THE PRINCIPI GROUP, LLC, THE ROOSEVELT GROUP, LLC, and MATRIX DESIGN GROUP, INC., ("Contractors") (individually herein as "Parties" and collectively as "Parties").

RECITALS

WHEREAS, EFI, the economic development organization for the State of Florida uses public and private expertise to increase private investment in Florida; advance international and domestic trade opportunities; market the state for new investment, revitalize Florida's space and aerospace industries, and promote emerging complementary industries; promote opportunities of minority-owned businesses; assist and market professional and amateur sport teams and sporting events in Florida; and, enhance economic opportunities in this state's rural and urban communities;

WHEREAS, pursuant to section 288.987, Florida Statutes, the Florida Defense Support Task Force ("FDSTF") was created to make recommendations to preserve and protect military installations, to support the state's position in research and development related to or arising out of military missions and contracting, and to improve the state's military-friendly environment for service members, military dependents, military retirees, and businesses that bring military and base-related jobs to Florida;

WHEREAS, the Florida Department of Economic Opportunity ("DEO"), through its Secretary, who, as permitted by section 288.987, Florida Statutes, has delegated the ex officio, non-voting FDSTF executive director responsibility to EFI; and the FDSTF has engaged EFI to provide administrative and fiscal services on its behalf, including entering into and executing contracts on behalf of FDSTF as its legal designee and managing the funds contracted with DEO for the FDSTF;

WHEREAS, DEO has also assigned the funds and responsibility of managing funds designated for the FDSTF to EFI;

WHEREAS, EFI, on behalf of the FDSTF, issued a Request for Qualifications ("RFQ") on March 1, 2022 requesting the services of qualified consultants to complete a wide variety of military-related projects throughout the State of Florida and to promote the State to federal entities to protect, promote, preserve and expand Florida military installations and missions. The selected consultants had to demonstrate the experience, capability and approach required to effectively assist Florida in being fully prepared for proposed military and defense reductions, future realignments and consolidations as well as new basing decisions and expanding defense industry;

WHEREAS, the FDSTF reviewed the responses received and selected the three (3) most qualified consultants, which are the Contractors and Parties to this Agreement; and

WHEREAS, Contractors acknowledge that this Agreement is a deliverables-based performance contract and represents that it possesses the requisite skills, knowledge, qualifications and other specific skills that will meet the purposes of this Agreement and to provide the Services included herein;

WHEREAS, the Contractors acknowledge this Agreement will be executed, if possible, within thirty (30) days of receiving the Agreement for review and execution; and

DocuSign Envelope ID: 600D8E43-849E-4ED9-924F-0EBD83437C02

WHEREAS, the Parties desire to enter into this Agreement setting forth the terms and conditions in which the services are to be provided.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. PARTIES:

The Parties and their respective addresses for purposes of this Agreement are as follows:

EFI (on behalf of FDSTF): Michelle Griggs Grants Manager, Military and Defense Programs Enterprise Florida, Inc. 101 North Monroe Street Tallahassee, Florida 32301 Tel: +1-850-298-6640 Fax: +1-850-298-6659 Email: mgriggs@

Contractors:

Anthony J. Principi, Chairman The Principi Group, LLC 28613 Lois Lane Easton, MD 21601 Phone: (202) 431-5838 Email: ajpusna67@

John M. Simmons, Managing Partner The Roosevelt Group, LLC 200 Massachusetts Avenue NW, Suite 360 Washington, DC 20001 Phone: (202) 469-3490 Email: jsimmons@

Sal Nodjomian, Chief Executive Officer Matrix Design Group, Inc. 320 Bayshore Drive, Suite B Niceville, FL 32578 Phone: (850) 279-4298 Email: sal_nodjomian@

2. AGREEMENT MANAGERS:

The Parties each hereby appoint an Agreement Manager to facilitate the terms of this Agreement. All written approvals referenced in this Agreement must be obtained from the Parties' Agreement Managers or their designees. The EFI Agreement Manager is Michelle Griggs, EFI, Grants Manager, who can be reached at (850) 298-6640. The Agreement Manager for each specific project will be outlined on the Task Work Order.

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DocuSign Envelope ID: 600D8E43-849E-4ED9-924F-0EBD83437C02

3. TERM:

The term of this Agreement shall commence upon execution and shall remain in effect through April 30, 2023, unless otherwise terminated as provided herein. This Agreement may be renewed for additional one-year periods at the absolute discretion of the FDSTF, it being acknowledged that FDSTF's decision to renew this Agreement shall be based primarily, but not exclusively, on Contractors' fulfillment of its obligations under this Agreement and is subject to and contingent upon appropriation by the Legislature of the State of Florida and DEO's funding obligations to EFI and FDSTF.

4. CONSIDERATION:

In consideration for the performances by the Contractors of the Services, subject to the conditions of this Agreement and adequate performance of the Scope of Work, EFI shall pay Contractors the amount agreed upon and presented in proposals for specific projects represented in the Task Work Order. The total amount of One Hundred Thirty-Five Thousand Dollars (US $135,000) (the "Consideration") shall be included in this contract and Contractors shall be paid out of this amount upon execution of a Task Work Order. Funds may be added to this contract at the discretion of the FDSTF in conjunction with EFI not to exceed the total threshold amount of Two Hundred Fifty Thousand Dollars (US $250,000) under this Agreement.

5. EMPLOYEE SALARIES:

Contractors are responsible for payment of all salaries, taxes, fees, or other compensation of any staff members or independent contractors that it wishes to engage to perform the Services. Upon request by EFI, Contractors shall produce a written statement, in a form approved by EFI, signed by any employees, independent contractors, or representatives of Contractors' acknowledging that they are not employees of EFI, FDSTF, or of the State of Florida.

6. EXPENSES OF CONTRACTORS:

Contractors acknowledge and agree that Contractors shall be responsible for their own operational expenses, including but not limited to the following:

a. Staff salaries; b. Office supplies; c. Postage, telephone, and other communications costs; d. All business travel (at least 4 times annually); e. Participation and membership fees; f. Promotion and entertainment expenses; g. Printing; and h. Equipment leases.

7. SCOPE OF SERVICES:

The Scope of Services attached hereto as "Attachment A1" is made part of this Agreement and fully incorporated herein.

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DocuSign Envelope ID: 600D8E43-849E-4ED9-924F-0EBD83437C02

The Assignment of Work will be included in Task Work Order Proposals (TWOPs), a sample of which can be found as "Attachment A2." TWOPs will be included with each Task Work Order, a sample of which can be found as "Attachment A3."

ASSIGNMENT OF WORK: The FDSTF through EFI shall request selected Contractor's services on an as-needed basis. There is no guarantee that any or all of the services described will be assigned. The FDSTF, at its option, may elect to have any of the services set forth herein performed by others. There is no guarantee of work under this Agreement. A Task Work Order will be issued for each project scheduled.

When services are required, the FDSTF through EFI shall provide a request for TWOPs to the Contractors (identified in Attachment A1, with capability in the area of need) a draft outline scope of work for each proposed task. The Contractors shall then prepare a detailed TWOP which shall include the final scope of work, task descriptions, schedule, staffing requirements, description of deliverables, cost (including man-hour estimate), and the method and schedule of compensation. TWOPs will be evaluated on the following criteria: Capability, Cost and Timing. Weighting of these criteria will be task dependent.

Once the Contractor's TWOP is approved by the FDSTF, the Contractor will be issued the Task Work Order.

The FDSTF often requires quick response times on conceptual/preliminary estimates, feasibility assessments, research, and sketches. The FDSTF expects the Contractor to act as an "extension of staff" by quickly responding and sharing draft updates often (sometimes daily).

8. FINAL DISBURSEMENT:

Upon termination of each Task Work Order, EFI shall designate the final payment of the Consideration hereunder as the "Final Payment." Contractors acknowledge that its acceptance of the Final Payment shall constitute full and complete release of EFI and FDSTF by Contractors from any and all claims, demands, and courses of action whatsoever that Contractors may have against EFI and/or FDSTF.

9. FINANCIAL CONSEQUENCES:

Contractors agree that failure to complete any of the deliverables described in the Task Work Order, without a modification to the Task Work Order agreed on by EFI and Contractor, will withhold an amount specified on each Task Work Order.

10. AMENDMENT/MODIFICATION/NOTIFICATIONS:

This Agreement may not be altered, modified, amended, or changed in any manner, except pursuant to a written agreement executed and delivered by each of the Parties. Additionally, any such modification, amendment or change shall be effective on the date of delivery or such later date as the Parties may agree therein.

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DocuSign Envelope ID: 600D8E43-849E-4ED9-924F-0EBD83437C02

Modification of this Agreement or any notices permitted or required under this Agreement may be made by facsimile or electronic transmission. Receipt of the facsimile transmission shall for the purposes of this Agreement be deemed to be an original, including signatures.

11. INDEPENDENT CONTRACTORS:

Contractors are acting as an independent contractor and not as FDSTF or EFI's employee in the performance of the Services. Contractors acknowledge that FDSTF and EFI are not responsible for withholding or filing taxes or other payroll withholdings on behalf of Contractors. Contractors further acknowledge that neither Contractors nor the employees of Contractors will participate in or receive any employee benefits, including health insurance, retirement benefits, 401(k) plan, or worker's compensation benefits provided through FDSTF or EFI.

12. LIABILITY:

EFI, FDSTF, DEO, or the State of Florida shall not assume any liability for the acts, omissions to act, or negligence of Contractors, its agents, servants, or employees. In all instances, Contractors shall be responsible for any injury or property damage resulting from any activities conducted by Contractors.

13. INDEMNIFICATION:

Contractors agree to be liable for, and shall indemnify, defend, and hold EFI, FDSTF, DEO, and the State of Florida and any officer, director, employee, agent, successor, and assign (each, an "EFI Indemnitee") harmless from and against all losses, damages, liabilities, deficiencies, claims whether actual or threatened, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, appellate attorneys' fees, the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, that are incurred by a EFI Indemnitee, arising out of or resulting from any claim, suit, action, or proceeding (each, an "Action") alleging: (a) Contractors' breach of any representation, warranty, covenant, or obligation of Contractor (including any action or failure to act by any Permitted Subcontractor that, if taken or not taken by Contractors would constitute such a breach by Contractors) under this Agreement; or (b) Any action or failure to take a required action by Contractors or any Permitted Subcontractor in connection with performing Services under this Agreement.

INDEMNIFICATION PROCEDURE:

EFI Indemnitee will promptly notify Contractors in writing of any Action for which it is entitled to be indemnified pursuant to paragraph 13 ("INDEMNIFICATION") and cooperate with Contractors at Contractors' sole cost and expense. Contractors shall immediately take control of the defense and investigation of such Action and shall employ counsel reasonably acceptable to EFI Indemnitee to handle and defend the same, at Contractors' sole cost and expense. Contractors shall not settle any Action in a manner that adversely affects the rights of EFI Indemnitee without EFI Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. EFI Indemnitee's failure to perform any obligations under this paragraph will not relieve Contractors of its obligations under this paragraph except to

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