A meeting of the Manatee County Port Authority will be held during a meeting of the Board of County Commissioners of Manatee County Thursday, February 20, 2020, at 9:00 am, or as soon as is practicable, in the Patricia M. Glass Commission Chambers on the first floor of the County Administrative Center at 1112 Manatee Avenue West, Bradenton, Florida


image

MANATEE COUNTY PORT AUTHORITY AGENDA

February 20, 2020 – 9:00 am


The Manatee County Port Authority may take action on any matter during this meeting, including those items set forth within this agenda. The chairperson, at the option of the chairperson, may take business out of order if the chairperson determines that such a change in the agenda’s schedule will expedite the business of the Port Authority.


CALL TO ORDER

Public Comments


  1. Consent Agenda


  2. North Gate Expansion Contract Award


  3. Warehouse 2 Loading Docks Contract Award


  4. Security Vehicles Purchase


Executive Director Comments Public Comments Commissioner Comments

According to Section 286.0105, Florida Statutes, any person desiring to appeal any decision made by the Port Authority with respect to any matter considered at this meeting will need a record of the proceedings, and for such purpose may need to ensure that a verbatim record of the proceedings is made, which includes the testimony and evidence upon which the appeal is to be based.


Priscilla Trace, Chairman

Reggie Bellamy, 1st Vice-Chairman; Misty Servia, 2nd Vice-Chairman; Stephen R. Jonsson, 3rd Vice-Chairman; Vanessa Baugh, Member; Betsy Benac, Member; Carol Whitmore, Member

February 20, 2020


  1. CONSENT AGENDA


    1. Warrant List


    2. Minutes January 14, 2020; January 28, 2020


    3. Budget Resolution


    4. Third Amendment to Legal Services Agreement


    5. Public Transportation Grant Agreement – Facilities & Equipment Improvements


    6. Public Transportation Grant Agreement – Security Vehicles


RECOMMENDATION:


Move to approve the Consent Agenda incorporating the language as stated in the recommended motions on the cover sheets for the Consent Agenda items.

Manatee County Port Authority Warrant (Check) Listing

01/08/2020 to 02/11/2020


AP

XXXXXXX

V019302

ABBOTT, PAUL SCOTT

937.50

AP

XXXXXXX

V103830

AERIAL INNOVATIONS INC.

153.00

AP

XXXXXXX

V023321

AMERICAN EXPRESS TRAVEL RELATE

107.50

AP

XXXXXXX

V113719

APEX OFFICE PRODUCTS INC

112.25

AP

XXXXXXX

V113719

APEX OFFICE PRODUCTS INC

217.21

AP

XXXXXXX

P000270

APPICE, MATTHEW

69.00

AP

XXXXXXX

P000270

APPICE, MATTHEW

58.15

AP

XXXXXXX

P000270

APPICE, MATTHEW

808.03

AP

XXXXXXX

P000270

APPICE, MATTHEW

79.24

AP

XXXXXXX

V023254

ARCPOINT LABS OF SARASOTA

120.00

AP

XXXXXXX

V118009

AT AND T

133.68

AP

XXXXXXX

V013140

AT AND T MOBILITY

49.72

AP

XXXXXXX

V023501

AT AND T TELECONFERENCE SERVIC

33.57

WT

XXXXXXX

V019189

BANK OF AMERICA

13,046.66

AP

XXXXXXX

V002730

BANK OF AMERICA

356.87

AP

XXXXXXX

V004571

BATTERY USA INC

95.00

AP

XXXXXXX

V018877

BRADENTON AREA ECONOMIC DEVELO

225.00

AP

XXXXXXX

V018877

BRADENTON AREA ECONOMIC DEVELO

5,000.00

AP

XXXXXXX

V173024

BRADENTON HERALD, THE

404.00

AP

XXXXXXX

V007624

BRIGHT HOUSE

1,189.84

AP

XXXXXXX

V007624

BRIGHT HOUSE

782.40

AP

XXXXXXX

P000278

BUQUERAS, CARLOS

1,717.03

AP

XXXXXXX

V006422

COMMERCIAL FIRE AND COMMUNICAT

4,293.00

ZP

XXXXXXX

L245170

COSTANTINO BODY SHOP INC

2,769.67

AP

XXXXXXX

V006291

DEX IMAGING INC

60.00

WT

XXXXXXX

V334600

DIVISION OF RETIREMENT, FLORID

31.26

AP

XXXXXXX

V022096

ENTECH

395.00

AP

XXXXXXX

V022096

ENTECH

419.00

AP

XXXXXXX

V013397

ERO INC

3,625.00

AP

XXXXXXX

V323190

FASTENAL COMPANY

102.92

ZP

XXXXXXX

L333009

FLEET PRODUCTS

310.92

AP

XXXXXXX

V335067

FLORIDA DEPT OF AGRICULTURE

600.00

AP

XXXXXXX

V334298

FLORIDA MUNICIPAL INSURANCE TR

758.00

AP

XXXXXXX

V019619

FLORIDA POWER AND LIGHT COMPAN

15,944.64

AP

XXXXXXX

V019619

FLORIDA POWER AND LIGHT COMPAN

27.60

AP

XXXXXXX

V019619

FLORIDA POWER AND LIGHT COMPAN

40,753.37

AP

XXXXXXX

V019619

FLORIDA POWER AND LIGHT COMPAN

15,504.71

AP

XXXXXXX

V021937

FRONTIER COMMUNICATIONS OF FLO

2,454.32

ZP

XXXXXXX

L007982

FRONTIER LIGHTING INC

225.00

AP

XXXXXXX

V023397

GAHAGEN AND BRYANT ASSOCIATES

5,720.00

AP

XXXXXXX

V026520

GEISMAR NORTH AMERICA INC

411.14

AP

XXXXXXX

V020807

GENUINE AUTOMOTIVE

41.42

AP

XXXXXXX

V020807

GENUINE AUTOMOTIVE

73.96

AP

XXXXXXX

V002172

GETTEL TOYOTA

17,961.00

AP

XXXXXXX

V006728

GOVCONNECTION INC

5,006.70

AP

XXXXXXX

V385628

GRAINGER INC, W W

419.06

OH_Warrant_List_BCC_Vend 1

Manatee County Port Authority Warrant (Check) Listing

01/08/2020 to 02/11/2020

image

AP

XXXXXXX

V385628

GRAINGER INC, W W

42.12

AP

XXXXXXX

V385628

GRAINGER INC, W W

52.15

AP

XXXXXXX

V022245

GUYS HAULING AND DUMPSTER SERV

60.00

AP

XXXXXXX

V011880

HAJOCA CORPORATION

30.12

WT

XXXXXXX

V020386

HANCOCK BANK

29,253.12

AP

XXXXXXX

V023247

HENDRICK HONDA BRADENTON

100.00

AP

XXXXXXX

V023500

HOME DEPOT CREDIT SERVICES

419.83

AP

XXXXXXX

V023500

HOME DEPOT CREDIT SERVICES

760.00

AP

XXXXXXX

V023500

HOME DEPOT CREDIT SERVICES

304.00

AP

XXXXXXX

V023500

HOME DEPOT CREDIT SERVICES

248.75

AP

XXXXXXX

V023500

HOME DEPOT CREDIT SERVICES

498.71

AP

XXXXXXX

P000336

HOWARD, ROBERT M

11.00

AP

XXXXXXX

V476897

INTERBAY AIR COMPRESSORS

983.77

AP

XXXXXXX

P000094

ISIMINGER, GEORGE

450.00

AP

XXXXXXX

V000060

JH WILLIAMS OIL CO INC

11,705.77

AP

XXXXXXX

V000060

JH WILLIAMS OIL CO INC

5,495.30

AP

XXXXXXX

V026038

JOCELYN HONG AND ASSOCIATES

5,000.00

AP

XXXXXXX

V493800

JOHNSON PRINTING

83.33

AP

XXXXXXX

V015114

JOHNSTONE SUPPLY

265.78

AP

XXXXXXX

V015114

JOHNSTONE SUPPLY

94.52

AP

XXXXXXX

V009066

KOPPERS INC

14,747.00

AP

XXXXXXX

V000423

LEWIS LONGMAN AND WALKER PA

4,553.00

AP

XXXXXXX

V000423

LEWIS LONGMAN AND WALKER PA

3,500.00

AP

XXXXXXX

V018272

LIGHT BULB DEPOT OF TAMPA

202.50

AP

XXXXXXX

V017757

LLS TAX SOLUTIONS INC

1,800.00

AP

XXXXXXX

V013723

LOGISTEC USA INC

7,000.00

AP

XXXXXXX

V022184

LOUIS PRYOR SUPPLY INC

386.64

AP

XXXXXXX

V022184

LOUIS PRYOR SUPPLY INC

658.51

AP

XXXXXXX

V022184

LOUIS PRYOR SUPPLY INC

683.03

AP

XXXXXXX

V004489

LOWES HOME CENTER INC

15.55

AP

XXXXXXX

V004489

LOWES HOME CENTER INC

32.65

AP

XXXXXXX

V625403

MAINTENANCE TOO PAPER CO INC

165.16

AP

XXXXXXX

V627027

MANATEE CHAMBER OF COMMERCE

505.00

AP

XXXXXXX

V627027

MANATEE CHAMBER OF COMMERCE

35.00

AP

XXXXXXX

V627027

MANATEE CHAMBER OF COMMERCE

120.00

AP

XXXXXXX

V004140

MANATEE COUNTY PUBLIC WORKS DE

505.32

UT

XXXXXXX

V004140

MANATEE COUNTY PUBLIC WORKS DE

7,923.48

UT

XXXXXXX

V004140

MANATEE COUNTY PUBLIC WORKS DE

8,020.21

AP

XXXXXXX

V627247

MANATEE RIVER FAIR ASSOC

655.00

AP

XXXXXXX

V021692

MANATEE RIVERSIDE ROTARY CLUB

125.00

AP

XXXXXXX

V681645

NATIONAL RAILWAY EQUIPMENT

467.98

AP

XXXXXXX

V681645

NATIONAL RAILWAY EQUIPMENT

508.42

AP

XXXXXXX

V681645

NATIONAL RAILWAY EQUIPMENT

278.04

AP

XXXXXXX

V696537

NORTHSIDE AUTO PARTS

232.89

AP

XXXXXXX

V020673

OREILLY AUTO PARTS

139.93

AP

XXXXXXX

V020673

OREILLY AUTO PARTS

60.55

OH_Warrant_List_BCC_Vend 2

Manatee County Port Authority Warrant (Check) Listing

01/08/2020 to 02/11/2020

image

AP

XXXXXXX

V708015

OTIS ELEVATOR

2,877.48

AP

XXXXXXX

V010854

P & T FILTER SALES INC

24.45

AP

XXXXXXX

V026631

PALMETTO AUTO WAREHOUSE LLC

447.58

AP

XXXXXXX

V021946

PEPPER CONTRACTING SERVICES IN

1,115,543.38

AP

XXXXXXX

V021677

PROPELLER CLUB OF THE UNITED S

210.00

AP

XXXXXXX

V021677

PROPELLER CLUB OF THE UNITED S

1,470.00

AP

XXXXXXX

V748180

PUBLIX SUPER MARKET

295.75

AP

XXXXXXX

V020765

R S AND H INC

3,351.27

AP

XXXXXXX

V020765

R S AND H INC

7,207.98

AP

XXXXXXX

V019469

RAILINC CORPORATION

130.00

AP

XXXXXXX

V776386

RING POWER CORP

1,250.00

AP

XXXXXXX

P000289

SANFORD, DAVID

99.00

AP

XXXXXXX

V018549

SONITROL

528.00

AP

XXXXXXX

V018137

STANTEC CONSULTING SERVICES IN

4,050.50

AP

XXXXXXX

V018137

STANTEC CONSULTING SERVICES IN

55,809.00

AP

XXXXXXX

V018137

STANTEC CONSULTING SERVICES IN

111,382.86

WT

XXXXXXX

V874841

STATE OF FLA DEPT OF REVENUE

18,782.02

AP

XXXXXXX

V875019

STATE OF FLORIDA

1,608.76

AP

XXXXXXX

V875019

STATE OF FLORIDA

788.30

AP

XXXXXXX

V020041

TERRACON CONSULTANTS INC

32,347.70

AP

XXXXXXX

V020041

TERRACON CONSULTANTS INC

51,986.00

AP

XXXXXXX

V906395

TERRY SUPPLY COMPANY

142.30

AP

XXXXXXX

V923227

TROPHY AND SPORTS WORLD

65.00

AP

XXXXXXX

V006904

UNITED REFRIGERATION INC

232.01

AP

XXXXXXX

V006904

UNITED REFRIGERATION INC

96.00

AP

XXXXXXX

V009667

VERIZON WIRELESS

405.66

AP

XXXXXXX

V009667

VERIZON WIRELESS

739.62

AP

XXXXXXX

V009667

VERIZON WIRELESS

255.67

AP

XXXXXXX

V021915

WEBTIVITY MARKETING AND DESIGN

65.00

AP

XXXXXXX

V961411

WEST FLORIDA SUPPLY CO

115.19

AP

XXXXXXX

P000292

ZIMMERMANN,VIRGINIA

107.87


image

Total warrants (checks) for period reported 1,665,196.82

image


image

OH_Warrant_List_BCC_Vend 3

MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

COUNTY ADMINISTRATIVE CENTER

1112 Manatee Avenue West Bradenton, Florida January 14, 2020

Meeting video link: https://www.youtube.com/channel/UCUlgjuGhS-qV966RU2Z7AtA


Present were:

Priscilla Whisenant Trace, Chairman Reggie Bellamy, First Vice-Chairman Misty Servia, Second Vice-Chairman Stephen R. Jonsson, Third Vice-Chairman Vanessa Baugh

Betsy Benac Carol Whitmore

Also present were:

Carlos Buqueras, Executive Director Jennifer R. Cowan, Port Authority Attorney

Susan Flowers, Accounting Manager, Clerk of the Circuit Court Julie Jensvold, Finance, Clerk of the Circuit court

Vicki Tessmer, Board Records Supervisor, Clerk of the Circuit Court Robin Toth, Deputy Clerk, Clerk of the Circuit Court

image Chairman Trace called the meeting to order at 11:02 a.m.

REVISED AGENDA PA20200114DOC001


PUBLIC COMMENT

image There being no public comment, Chairman Trace closed public comment.

  1. CONSENT AGENDA PA20200114DOC002

    image A motion was made by Member Jonsson, seconded by Member Servia, and carried 7-0, to approve the Consent Agenda, incorporating the language as stated in the recommended motions on the cover sheets for the Consent Agenda.

    1. WARRANT LIST

      Accepted Warrant Listing from December 12, 2019, to January 7, 2020PA20200114DOC003

    2. MINUTES

      Approved the Minutes of December 19, 2019

    3. BUDGET RESOLUTION

      Adopted Budget Resolution PA-20-08, budgeting $459 for the Federal Emergency Management Agency reimbursement of costs associated with Hurricane Irma. Also adds a non-cash adjustment to PA-20-07 (approved 12/19/19), budget for accounting purposes; and, $66,866 of Port cash, for roof repair with a silicone application to the cruise terminal building, which includes a ten-year warranty PA20200114DOC004

    4. CRUISE TERMINAL ROOF REPAIR

      Ratified and affirmed the Agreement between the Manatee County Port Authority and

      U.S. Coating Specialists, for the emergency repair of the cruise terminal roof, in the amount of $66,866.05 (which includes a ten-year warranty) PA20200114DODOC005

    5. ENCROACHMENT AGREEMENT

      Approved and authorized the Executive Director to execute Encroachment Agreement between the Manatee County Port Authority and Gulfstream Natural Gas System LLC,

      PA MB 19-20/13

      JANUARY 14, 2020 (Continued)


      giving consent by Gulfstream (owner) to the Authority, to install, operate and maintain the permitted construction of a drop trailer parking lot within Gulfstream’s Easement and Right-of-Way PA20200114DOC006

    6. PORT MANATEE LAND AND OFFICE LEASE

      Approved and authorized the Chairman to execute Land and Office Lease between Port Manatee and Federal Marine Terminals, Inc., Amendment One to Lease (10/19/17), extending the Lease through December 31, 2022, with two, one-year extensions

      PA20200114DOC007

    7. PORT MANATEE AND KINDER MORGAN LEASE

      Approved and authorized the Chairman to execute Port Manatee and Kinder Morgan Lease Amendment One with Kinder Morgan Port Manatee Terminal LLC, for the lease of an additional 1.81 acres, effective January 1, 2020 PA20200114DOC008

      (End Consent Agenda)

  2. GENERAL COUNSEL REPRESENTATION

image Carlos Buqueras, Executive Director, stated that Jennifer R. Cowan, of Lewis, Longman and Walker, P.A. (LLW), has been the designated lawyer representing the Port Authority on general matters for several years. Ms. Cowan is leaving LLW on January 31st, and will join the law firm of Bryant, Miller and Olive, P.A., on February 3rd. Due to Ms. Cowan’s extensive knowledge of Port Manatee, as well as the importance of continuity for on-going Port matters, Port staff recommends that its files and account balances be transferred to Ms. Cowan at Bryant, Miller and Olive. If approved, an engagement letter with Bryant, Miller and Olive will be presented at a subsequent Port Authority meeting. Representation by LLW for legislative lobbying and environmental matters would continue.


LLW has presented three Options to the Authority (Letter 1/10/20) from R. Steven Lewis, LLW Shareholder, for consideration by the Authority, to indicate its designation for legal representation. Mr. Buqueras requested the Authority choose which option the Authority should move forward with.

Chairman Trace outlined the Options:

  1. The Port wishes its files to stay with Lewis, Longman and Walker, P.A.

  2. The Port wishes its files and trust account balances to be transferred to Jennifer R. Cowan, Esq., at Bryant, Miller and Olive, P.A.

  3. The Port will retain new counsel and have them contract Lewis, Longman and Walker, P.A.

Motion – Option 2

image A motion was made by Member Whitmore and seconded by Member Servia, to support Option 2 (the recommended motion), to approve and authorize the Executive Director to execute the Legal Representation of Manatee County Port Authority letter selecting the Option of “The Port wishes its files and trust account balances be transferred to Jennifer R. Cowan, Esq., at Bryant, Miller and Olive.”


image There was discussion about the long-term working relationship with Lewis, Longman and Walker on lobbying and environmental matters, reason for retaining Ms. Cowan, making sure the Authority is getting the best in lieu of the Port’s rapidly increasing operations, discuss at the next Port meeting the idea of exploring the potential of going out for a Request for Proposal (RFP) for legal representation, open the competition for legal representation that is local government certified, Lewis, Longman and Walker does not have a local office but has a strong presence because of the reputation of the firm, Bryant, Miller and Olive does not have a local office, local legal representation is not required for good legal representation,

PA MB 19-20/14

JANUARY 14, 2020 (Continued)


changing legal representation mid-stream is not good business, it is in the best interest at this time that the Authority stay with Ms. Cowan to maintain consistency and retain her at the new firm, whether the motion locks the Authority into a timeframe, Option 2 is the best Option, and Option 2 would result in a draft proposed agreement with a 90-day termination clause for consideration by the Authority.


image Jennifer R. Cowan, Port Authority Attorney, stated that if Option 2 is selected, a contract between the Port Authority and Bryant, Miller and Olive, P.A., would be presented to the Authority, with Ms. Cowan as designated representative. Similar to the agreement with Lewis, Longman and Walker, the agreement with Bryant, Miller and Olive would contain the 90-day termination clause. The rationale of a 90- versus a 30-day cancellation is the time needed to develop and go out for an RFP.


There was discussion that Ms. Cowan would continue with the Port for 90 days and, at the next Port meeting in February, the Authority will discuss whether or not to put out an RFP.


image For clarification, Mr. Buqueras stated that at the next, regularly scheduled County meeting (1/28/20), Ms. Cowan would bring back the proposed contract to engage her services.


image Ms. Cowan further explained the three Options in the letter from Lewis, Longman and Walker, P.A., entering into a new contract with her at Bryant, Miller and Olive with a 90-day termination clause, and then subsequently going out for an RFP.

Motion – Call the Question

image A motion was made by Member Benac, to call the question. The motion was seconded by Member Servia and carried 6-1, with Member Baugh voting nay.

Vote – Option 2

The motion in favor of Option 2 carried 7-0.

There being no public comment, Chairman Trace closed public comment.

There was discussion regarding talking about the RFP at the next Port Authority meeting. Motion – RFP

image A motion was made by Member Whitmore that we do not put on any upcoming agendas, as of now, an RFP. The motion was seconded Member Baugh. The motion carried 4-3, with Members Benac, Jonsson and Servia voting nay. PA20200114DOC009


PUBLIC COMMENT

R. Steven Lewis, Lewis, Longman and Walker, stated his firm would continue to perform in the best interest of Port Manatee.

There being no further public comment, Chairman Trace closed public comment.

PORT AUTHORITY COMMENTS

Member Baugh

ADJOURN

There being no further business, Chairman Trace adjourned the meeting at 11:37 a.m.

Minutes Approved:


PA MB 19-20/16

MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

COUNTY ADMINISTRATIVE CENTER

1112 Manatee Avenue West Bradenton, Florida January 28, 2020

Present were:

Priscilla Whisenant Trace, Chairman Reggie Bellamy, First Vice-Chairman Misty Servia, Second Vice-Chairman Stephen R. Jonsson, Third Vice-Chairman Vanessa Baugh

Betsy Benac Carol Whitmore

Also present were:

David Sanford, Executive Director

Jennifer R. Cowan, Port Authority Attorney

Vicki Ayles, Finance Operations Manager, Clerk of the Circuit Court Julie Jensvold, Finance, Clerk of the Circuit court

Vicki Tessmer, Board Records Supervisor, Clerk of the Circuit Court

Chairman Trace called the meeting to order at 10:34 a.m.

AGENDA PA20200128DOC001

  1. CONSENT AGENDA PA20200128DOC002

    1. LEGISLATIVE PRIORITIES

      Request to approve the Manatee County Port Authority 2020 Legislative Priorities, Revision 1

      Motion

      A motion was made by Member Whitmore and seconded by Commissioner Jonsson, to approve the Consent Agenda incorporating the language as stated in the recommended motion on the cover sheet for the Consent Agenda.


      image

      Dave Sanford, Deputy Executive Director, upon question, presented the agenda and explained the funding is an administrative item and there is no legislative action required. The Jacksonville District recommended this funding, but it did not make it to the Headquarters budget request. They have asked legislatures to weigh in on behalf of the Port for the reimbursement.


      image Discussion ensued regarding there is no harm to put this on the legislative platform and request the funding be reimbursed.

      Motion - Amended

      Members Whitmore and Jonsson agreed to amended the motion to include this in the legislative platform.


      Discussion ensued regarding this being discussed since 2011, funds have been provided by the Army Corps of Engineers for Washington Park, and federal legislators have supported the reimbursement.


      PA MB 19-20/17

      JANUARY 28, 2020 (Continued)


      Motion – Clarified/Carried

      The motion was clarified by Mr. Sanford to advocate for the federal delegation to act in support of the reimbursement request for $5.89 million for the Port’s federal share in construction of the south channel project. The motion as amended and clarified carried 7-0.

      (End Consent Agenda) PA20200128DOC003

  2. LEGAL SERVICES AGREEMENT

    image David Sanford, Deputy Executive Director, stated the agreement is open ended and can be terminated with a 90 day advance notice.


    A motion was made by Member Whitmore and seconded by Member Benac, to approve and authorize the Chairman to execute the Port Manatee Legal Services Agreement with Bryant Miller Olive P.A.

    There being no public comment, Chairman Trace closed public comments.

    The motion carried 7-0. PA20200128DOC004

    ADJOURN

    There being no further business, Chairman Trace adjourned the meeting at 10:44 am.

    Minutes Approved:


    PA MB 18-19/18

    February 20, 2020


    CONSENT

    AGENDA ITEM 1.C: BUDGET RESOLUTION BACKGROUND:

    This resolution budgets the following:


    • $2,827,166 for the Upland Cargo Facilities Improvements project funded 50% FDOT and Port of $1,413,583 each for several maintenance items throughout the port.

    • $200,000 for Seaport Security Initiative project funded 75% by FDOT and 25% Port cash for the purchase of security vehicles to support the various security functions at the Port.

    • $1,104,823 for the Warehouse #2 Loading Docks project funded $500,000 FDOT and Port cash of $604,823 for the construction of 6 new loading docks.


    ATTACHMENT:


    Budget Resolution PA-20-09.


    COST AND FUNDING SOURCE:


    Budgets $2,063,583 FDOT funding, $2,068,406 of Port cash.


    CONSEQUENCES IF DEFERRED:


    Delay in budget allocations.


    LEGAL COUNSEL REVIEW: N/A


    RECOMMENDATION:


    Move to adopt Budget Resolution PA-20-09.

    RESOLUTION PA-20-09 AMENDING THE ANNUAL BUDGET

    FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2019-2020


    WHEREAS, Florida Statutes 129.06, authorizes the Manatee County Port Authority to amend its budget for the current fiscal year as follows:


    1. Appropriations for expenditures in any fund may be decreased and other appropriations in the same fund correspondingly increased, provided the total appropriations of the fund are not changed.


    2. Appropriations from reserves may be made to increase the appropriation for any particular expense in the same fund, or to create an appropriation in the fund for any lawful purpose.


    3. Unanticipated revenues, including increased receipts for enterprise or propriety funds, may be appropriated for their intended purpose, and may be transferred between funds to properly account for the unanticipated revenue.


      NOW, THEREFORE, BE IT RESOLVED by the Manatee County Port Authority that the 2019-2020 budget is hereby amended in accordance with Section 129.06, Florida Statutes as described on the attached summary and specified in the budget adjustment batch files which are listed below:


      Item No.

      Batch ID No.

      Reference No.

      1

      BAAL022020A/B

      BU20200233

      2

      BAAL022020A/B

      BU20200239

      3

      BAAL022020A/B

      BU20200250


      ADOPTED with a quorum present and voting this the 20th day of February, 2020.


      ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

      CLERK OF CIRCUIT COURT


      image

      By:

      BUDGET ADMENDMENT RESOLUTION NO. PA-20-09 AGENDA DATE: February 20, 2020


      1. Fund: FDOT - 50% Port Cash – 50%


        Section: Upland Cargo Facilities Improvements


        Description: Budgets $2,827,166 for seven primary operating repairs throughout the port.


        Batch ID: BAAL022020A/B Reference: BU20200233


      2. Fund: FDOT - 75% Port Cash – 25%


        Section: Seaport Security Initiative


        Description: Budgets $200,000 for Port Security vehicles.


        Batch ID: BAAL022020A/B Reference: BU20200239


      3. Fund: FDOT - 50% Port Cash – 50%


    Section: Cold Storage Warehouse #2


    Description: Budgets $1,104,823 for the construction of 6 loading docks for warehouse #2.


    Batch ID: BAAL022020A/B Reference: BU20200250

    February 20, 2020


    CONSENT

    AGENDA ITEM 1.D.: THIRD AMENDMENT TO LEGAL SERVICES

    AGREEMENT


    BACKGROUND:


    On January 28, 2020, the Authority approved the legal services agreement with Bryant Miller Olive P.A. for general counsel and associated litigation services effective February 1, 2020. The agreement with Lewis, Longman & Walker, P.A. is amended removing general counsel services, but maintains environmental and lobbying services representation.


    ATTACHMENT:


    Third Amendment to Port Manatee Legal Services Agreement


    COST AND FUNDING SOURCE:


    No change to budgeted attorney fees


    CONSEQUENCES IF DEFERRED:


    Delay in amending the contract for legal services


    LEGAL COUNSEL REVIEW: Yes


    RECOMMENDATION:


    Move to approve and authorize the Chairman to execute the Third Amendment to Port Manatee Legal Services Agreement between the Manatee County Port Authority and Lewis, Longman & Walker, P.A.

    THIRD AMENDMENT TO PORT MANATEE LEGAL SERVICES AGREEMENT


    THIS THIRD AMENDMENT TO THE PORT MANATEE LEGAL SERVICES

    AGREEMENT (hereinafter "Second Amendment") is entered into by and between the MANATEE COUNTY PORT AUTHORITY, a political entity of the State of Florida, as the Employer, with a principal place of business located at Port Manatee, 300 Tampa Bay Way, Suite 1, Palmetto, Florida 34221, hereinafter referred to as the "Authority," and LEWIS, LONGMAN & WALKER, P.A., hereinafter referred to as the "Firm."

    WHEREAS, the Authority entered into the Port Manatee Legal Services Agreement ("Agreement") on March 21, 2013, wherein the Firm was designated to continue as the Authority ' s attorneys and perform all of the professional services customarily associated with being the attorneys or general counsel for a unit of local special purpose government (hereinafter the "Agreement"); and

    WHEREAS, the Authority entered into the First Amendment to Port Manatee Legal Services Agreement ("First Amendment") on October 18, 2018 to modify the terms set forth in Section 3. A. of the Agreement; and

    WHEREAS, the Authority entered into the Second Amendment to Port Manatee Legal Services Agreement ("Second Amendment") on September 19, 2019 to modify the terms set forth in Section 3. D. of the Agreement; and

    WHEREAS, the Authority has entered into a contract with Bryant Miller & Olive for general counsel and associated litigation services effective February 1, 2020; and

    WHEREAS, the Authority desires to continue to contract with the Firm for environmental and lobbying services; and

    WHEREAS, the Parties have determined it is in both parties' best interest to amend, modify, clarify, and supersede certain provisions of the Agreement, First Amendment and Second Amendment with alternative terms as provided in this Third Amendment.

    NOW THEREFORE, in consideration of the promises and mutual covenants contained in the Third Amendment, the Agreement, First Amendment and Second Amendment are amended, modified, clarified, and superseded as follows:


    01241265-3

    1. Recitals: The above recitals are true and correct and incorporated by reference.


    2. Modification : The Parties agree to delete Section 3. A., and B. of the Agreement , effective February 1, 2020. The Parties agree that Section 3.C. and 3.D. of the Agreement shall remain, as amended by the First and Second Amendment, and be renumbered as follows:

      1. Environmental regulatory services will be performed by the Firm at the hourly rate of $235 for senior attorneys and shareholders and $185 for associates. Environmental regulatory services require special expertise, are project based, and are dependent upon the Port's particular needs from year to year. Related environmental litigation may also be performed by the Finn at the hourly rate of

        $235 for senior attorneys and shareholders , and $185 for associates.


      2. Effective October 1, 2019, LLW will provide general lobbying services and agency representation and the budget will be $42,000 plus costs, which may be paid in monthly installments of $3,500 plus costs.

        The Executive Director or his/her designee(s) will be the Port' s primary point of contact for general lobbying services.

        General lobbying and agency representation services include:

        1. monitoring legislative or executive initiatives which may affect the Port or its revenues, expenses, authority, status or other goals, objective or policies, and communicating such initiatives to the Port;

        2. advocating Port positions and priorities to the Legislature, Governor' s office, and executive agencies;

        3. providing detailed advice, analysis and research relating to issues of importance to the Port, and suggesting strategies for responding or reacting to threats, challenges or opportunities in the legislative or regulatory realm;

        4. helping the Port develop legislative and executive branch lobbying strategies, and implementing such strategies during each legislative session;

        5. advocating for legislative appropriations and other available state agency­ administered funding available to the Port, and assisting Port staff in the identification of new funding sources or opportunities;

        6. providing periodic reports to the Port's elected Commissioners , which may include presentations in person, or via phone or video conference; and

        7. assisting port staff with issue resolution, which may include assisting in the drafting of proposed legislation , and arranging for port representation with state agencies involving port issues and projects.


        01241265 -3 2

        In addition to these general duties, the Firm understands that it shall place primary focus upon the following specific Port legislative priorities, which are adopted annually by the Port Authority. In performing its duties related to providing information and updates to the Port' s Authority members and professional staff, particularly during legislative sessions, the Firm shall employ methods of communication, including e-mails and telephone , designed to quickly convey important developments. In performing these duties , the Firm shall make every reasonable effort to deliver concise and up-to-date information, tailored where possible to information and formats the Port informs the Firm it would find most useful.


    3. Savings Provision: Except for the modifications provided above , all other terms and conditions of the Agreement, First Amendment and Second Amendment will remain in full force and effect unless subsequently amended in writing. Except to the extent amended and supplemented by this Third Amendment, the Agreement, First Amendment and Second Amendment remain in full force and effect.


    4. Conflict: In the event of a conflict regarding the provisions set forth in Section 3. of the Agreement, First Amendment and Second Amendment, and the provisions contained in Section 2 of this Third Amendment , the provisions set forth in this Third Amendment will prevail. In the event of a conflict between any other paragraphs within the Agreement , First Amendment, Second Amendment and this Third Amendment, the Agreement, First Amendment and Second Amendment will prevail.


    5. Effective Date: This Third Amendment is effective February 1, 2020.


    THE REMAINDER OF THIS PAGE JS LEFT BLANK INTENTIONALLY.


    0124126 5-3 3

    IN WITNESS WHEREOF, the Manatee County Port Authority caused this Third Amendment to the Agreement to be signed and executed on its behalf by its Chairman, and fully attested by its Clerk, and Finn has executed this Third Amendment to the Agreement, in duplicate on the 20th day of February, 2020.


    MANATEE COUNTY PORT AUTHORITY COMMISSIONERS


    ATTEST:



    image

    Angelina M. Colonneso Clerk of the Circuit Court

    By ­

    PRISCILLA TRACE

    CHAIRWOMAN


    FIRM - LEWIS, LONGMAN & WALKER, P.A.


    By: --f! _ J J_.e,,

    R. Steven Lewis, Esquire Shareholder


    01241265 -3 4

    February 20, 2020


    CONSENT

    AGENDA ITEM 1.E: PUBLIC TRANSPORTATION GRANT

    AGREEMENT –FACILITIES AND EQUIPMENT IMPROVEMENTS


    BACKGROUND:


    The Florida Department of Transportation (FDOT) has agreed to participation in the funding of $1,413,583 for various facilities and equipment improvements and has provided the attached the Public Transportation Grant Agreement (PTGA). As a condition of the grant, the Port is obligated to contribute 50% (or $1,413,583), bringing the total project costs to $2,827,166. To enter into the agreement, FDOT requires that the Port Authority adopt a resolution specifically approving the PTGA and authorizing the execution of the PTGA on behalf of the Port Authority by specifically designated officials.


    ATTACHMENT:


    Resolution PA-20-10 and the State of Florida Department of Transportation Public Transportation Grant Agreement


    COST AND FUNDING SOURCE:


    Total for the project is $1,413,583 FDOT and $1,413,583 Port.


    CONSEQUENCES IF DEFERRED:


    Delay in execution of the PTGA


    LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:


    Move to adopt Resolution PA-20-10 authorizing the execution of the Public Transportation Grant Agreement with the Florida Department of Transportation for facilities and equipment improvements.

    Financial Project Number

    444277-1-94-03


    PA-20-10


    A RESOLUTION BY THE MANATEE COUNTY PORT AUTHORITY APPROVING AND AUTHORIZING THE EXECUTION OF THE PUBLIC TRANSPORTATION GRANT AGREEMENT WITH THE FLORIDA DEPARTMENT OF TRANSPORTATION


    WHEREAS, the State of Florida Department of Transportation (Department) has offered to enter into a Public Transportation Grant Agreement with the Manatee County Port Authority (Port Authority) to provide Department participation in various facilities and equipment improvements, and


    WHEREAS, the Port Authority has the authority to enter into said Public Transportation Grant Agreement with the Department, and it is expedient and in the best interests of this Port Authority to approve and authorize the execution of the Public Transportation Grant Agreement.


    NOW THEREFORE BE IT RESOLVED by the Manatee County Port Authority

    that:


    1. The State of Florida Department of Transportation Public Transportation Grant Agreement, identified as Financial Project Number 444277-1-94-03 wherein the Department agrees to a maximum participation in the amount of $1,413,583 is approved. The Chairman of the Port Authority, or, in the absence of the Chairman, any Vice Chairman of the Port Authority, is authorized to execute the Public Transportation Agreement on behalf of the Port Authority.


    2. The Clerk of the Circuit Court of Manatee County, Florida, is authorized to cause two copies of this resolution to be certified for delivery to the Florida Department of Transportation.


    ADOPTED with a quorum present and voting this the 20th day of February, 2020. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT

    CLERK OF CIRCUIT COURT AUTHORITY


    image

    By:

    Chairman

    STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

    image

    N/A

    55.034

    Seaport Investment Program

    01-973-

    7399

    Federal Award Date:

    Agency DUNS Number:

    G1I49

    N/A

    Contract Number: CFDA Number:

    CFDA Title: CSFA Number: CSFA Title:

    FLAIR Category: 088807

    Object Code: 751000 Org. Code: 55012020129

    Vendor Number: VF596000727160

    _ _ _ _ _ _ _ _ _ _ _ Identification Number (FAIN) - Transit only: _ _ _ _

    _ _ _ _ _ _ _ _ _ _ _ Federal Number/Federal Award

    215

    - - - - - - - - - - - -

    -4'-4-'-4='-72'--7'-"-1"'"-"9';;..4..;;.-...0;;..3;;.. Work Activity Code/Function :

    POED

    (item- seg ment-phase-sequence)

    Fund(s):

    Financial Project Number(s):

    PUBLIC TRANSPORTATION GRANT AGREEMENT

    Form 725-000-01

    STRATEGIC

    DEVELOPMENT

    OGC 10/19



    THIS PUBLIC TRANSPORTATION GRANT AGREEMENT ("Agreement") is entered into

    _ _ _ _ _ _ _ _ _ _ _ _ _ _, by and between the State of Florida, Department of Transportation, ("Department"), and Manatee County Port Authority, ("Agency"). The Department and the Agency are sometimes referred to in this Agreement as a "Party" and collectively as the "Parties."


    NOW, THEREFORE, in consideration of the mutual benefits to be derived from joint participation on the Project, the Parties agree to the following:


    1. Authority. The Agency, by Resolution or other form of official authorization, a copy of which is attached as Exhibit "D", Agency Resolution and made a part of this Agreement, has authorized its officers to execute this Agreement on its behalf. The Department has the authority pursuant to Section(s) 311, Florida Statutes, to enter into this Agreement.


    2. Purpose of Agreement. The purpose of this Agreement is to provide for the Department's participation in Port Manatee upland cargo facilities improvement initiative, as further described in Exhibit "A", Project Description and Responsibilities, attached and incorporated into this Agreement ("Project"), to provide Department financial assistance to the Agency, state the terms and conditions upon which Department funds will be provided, and to set forth the manner in which the Project will be undertaken and completed.


    3. Program Area. For identification purposes only, this Agreement is implemented as part of the Department program area selected below (select all programs that apply):


      Aviation Seaports Transit lntermodal

      Rail Crossing Closure

      Match to Direct Federal Funding (Aviation or Transit)

      (Note: Section 15 and Exhibit G do not apply to federally matched funding)

      Other

    4. Exhibits. The following Exhibits are attached and incorporated into this Agreement: Exhibit A: Project Description and Responsibilities

      Exhibit 8: Schedule of Financial Assistance

      *Exhibit 81: Deferred Reimbursement Financial Provisions

      *Exhibit 82: Advance Payment Financial Provisions

      *Exhibit C: Terms and Conditions of Construction Exhibit D: Agency Resolution

      Exhibit E: Program Specific Terms and Conditions Exhibit F: Contract Payment Requirements

      ..Exhibit G: Financial Assistance (Single Audit Act)


      1 of 30

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT

      Fonn 725-000-01 STRATEGIC DEVELOPMENT

      OGC 10119


      *Exhibit H: Audit Requirements for Awards of Federal Financial Assistance

      *Additional Exhibit(s):


      *Indicates that the Exhibit is only attached and incorporated if applicable box is selected.


    5. Time. Unless specified otherwise, all references to "days" within this Agreement refer to calendar days.


    6. Term of Agreement. This Agreement shall commence upon full execution by both Parties ("Effective Date") and continue through January 31, 2025. If the Agency does not complete the Project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the Department prior to the expiration of this Agreement. Expiration of this Agreement will be considered termination of the Project. The cost of any work performed prior to the Effective Date or after the expiration date of this Agreement will not be reimbursed by the Department.


      1. _ If this box is checked the following provision applies:


        Unless terminated earlier, work on the Project shall commence no later than the _ day of_, or within _ days of the issuance of the Notice to Proceed for the construction phase of the Project (if the Project involves construction), whichever date is earlier. The Department shall have the option to immediately terminate this Agreement should the Agency fail to meet the above-required dates.


    7. Amendments, Extensions, and Assignment. This Agreement may be amended or extended upon mutual written agreement of the Parties. This Agreement shall not be renewed. This Agreement shall not be assigned, transferred, or otherwise encumbered by the Agency under any circumstances without the prior written consent of the Department.


    8. Termination or Suspension of Project. The Department may, by written notice to the Agency, suspend any or all of the Department's obligations under this Agreement for the Agency's failure to comply with applicable law or the terms of this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected.


      1. If the Department intends to terminate the Agreement, the Department shall notify the Agency of such termination in writing at least thirty (30) days prior to the termination of the Agreement, with instructions to the effective date of termination or specify the stage of work at which the Agreement is to be terminated.


      2. The Parties to this Agreement may terminate this Agreement when its continuation would not produce beneficial results commensurate with the further expenditure of funds. In this event, the Parties shall agree upon the termination conditions.


      3. If the Agreement is terminated before performance is completed, the Agency shall be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed the equivalent percentage of the Department's maximum financial assistance. If any portion of the Project is located on the Department's right-of-way, then all work in progress on the Department right-of-way will become the property of the Department and will be turned over promptly by the Agency.


      4. In the event the Agency fails to perform or honor the requirements and provisions of this Agreement, the Agency shall promptly refund in full to the Department within thirty (30) days of the termination of the Agreement any funds that were determined by the Department to have been expended in violation of the Agreement.


      5. The Department reserves the right to unilaterally cancel this Agreement for failure by the Agency to comply with the Public Records provisions of Chapter 119, Florida Statutes.


        1. of 30

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Fonn 725-000..01 STRATEGIC DEVELOPMENT

          OGC 10/19


    9. Project Cost:


      1. The estimated total cost of the Project is $2,8 27,166 . This amount is based upon Exhibit "B", Schedule of Financial Assistance . The timeline for deliverables and distribution of estimated amounts between deliverables within a grant phase, as outlined in Exhibit "B", Schedule of Financial Assistance, may be modified by mutual written agreement of the Parties and does not require execution of an Amendment to the Public Transportation Grant Agreement. The timeline for deliverables and distribution of estimated amounts between grant phases requires an amendment executed by both Parties in the same form as this Agreement.


      2. The Department agrees to participate in the Project cost up to the maximum amount of

        $1.413.583 and, the Department's participation in the Project shall not exceed 50.00% of the total eligible cost of the Project,. and as more fully described in Exhibit "B", Schedule of Financial Assistance. The Agency agrees to bear all expenses in excess of the amount of the Department's participation and any cost overruns or deficits involved.


    10. Compensation and Payment:


      1. Eligible Cost. The Department shall reimburse the Agency for allowable costs incurred as described in Exhibit "A", Project Description and Responsibilities , and as set forth in Exhibit 11B", Schedule of Financial Assistance .


      2. Deliverables. The Agency shall provide quantifiable, measurable, and verifiable units of deliverables. Each deliverable must specify the required minimum level of service to be performed and the criteria for evaluating successful completion. The Project and the quantifiable, measurable, and verifiable units of deliverables are described more fully in Exhibit "A", Project Description and Responsibilities. Modifications to the deliverables in Exhibit "A", Project Description and Responsibilities requires a formal written amendment.


      3. Invoicing. Invoices shall be submitted no more often than monthly by the Agency in detail sufficient for a proper pre-audit and post-audit, based on the quantifiable, measurable, and verifiable deliverables as established in Exhibit "A", Project Description and Responsibilities. Deliverables and costs incurred must be received and approved by the Department prior to reimbursement. Requests for reimbursement by the Agency shall include an invoice, progress report, and supporting documentation for the deliverables being billed that are acceptable to the Department. The Agency shall use the format for the invoice and progress report that is approved by the Department.


      4. Supporting Documentation. Supporting documentation must establish that the deliverables were received and accepted in writing by the Agency and must also establish that the required minimum standards or level of service to be performed based on the criteria for evaluating successful completion as specified in Exhibit "A", Project Description and Responsibilities has been met. All costs invoiced shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in proper detail the nature and propriety of charges as described in Exhibit "F", Contract Payment Requirements.


      5. Travel Expenses. The selected provision below is controlling regarding travel expenses: Travel expenses are NOT eligible for reimbursement under this Agreement.

        Travel expenses ARE eligible for reimbursement under this Agreement. Bills for travel expenses specifically authorized in this Agreement shall be submitted on the Department's Contractor Travel Form No. 300-000-06 and will be paid in accordance with Section 112.061, Florida Statutes, and the most current version of the Department's Disbursement Handbook for Employees and Managers.


        1. of 30

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Fonn 725-000-01 STRATEGIC DEVELOPMENT

          OGC 10/19


      6. Financial Consequences. Payment shall be made only after receipt and approval of deliverables and costs incurred unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Chapters 215 and 216, Florida Statutes, or the Department's Comptroller under Section 334.044(29), Florida Statutes. If the Department determines that the performance of the Agency is unsatisfactory, the Department shall notify the Agency of the deficiency to be corrected, which correction shall be made within a time­ frame to be specified by the Department. The Agency shall, within sixty (60) days after notice from the Department, provide the Department with a corrective action plan describing how the Agency will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non­ compliance. If the corrective action plan is unacceptable to the Department, the Agency will not be reimbursed. If the deficiency is subsequently resolved, the Agency may bill the Department for the amount that was previously not reimbursed during the next billing period. If the Agency is unable to resolve the deficiency, the funds shall be forfeited at the end of the Agreement's term.


      7. Invoice Processing. An Agency receiving financial assistance from the Department should be aware of the following time frames. Inspection or verification and approval of deliverables shall take no longer than 20 days from the Department's receipt of the invoice. The Department has 20 days to deliver a request for payment (voucher) to the Department of Financial Services. The 20 days are measured from the latter of the date the invoice is received or the deliverables are received, inspected or verified, and approved.


        If a payment is not available within 40 days, a separate interest penalty at a rate as established pursuant to Section 55.03(1), Florida Statutes, will be due and payable, in addition to the invoice amount, to the Agency. Interest penalties of less than one (1) dollar will not be enforced unless the Agency requests payment. Invoices that have to be returned to an Agency because of Agency preparation errors will result in a delay in the payment. The 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 Agency who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 413-5516.


      8. Records Retention. The Agency shall maintain an accounting system or separate accounts to ensure funds and projects are tracked separately. Records of costs incurred under the terms of this Agreement shall be maintained and made available upon request to the Department at all times during the period of this Agreement and for five years after final payment is made. Copies of these records shall be furnished to the Department upon request. Records of costs incurred include the Agency's general accounting records and the Project records, together with supporting documents and records, of the Contractor and all subcontractors performing work on the Project, and all other records of the Contractor and subcontractors considered necessary by the Department for a proper audit of costs.


      9. Progress Reports. Upon request, the Agency agrees to provide progress reports to the Department in the standard format used by the Department and at intervals established by the Department. The Department will be entitled at all times to be advised, at its request, as to the status of the Project and of details thereof.


      10. Submission of Other Documents. The Agency shall submit to the Department such data, reports, records, contracts, and other documents relating to the Project as the Department may require as listed in Exhibit "E", Program Specific Terms and Conditions attached to and incorporated into this Agreement.


        1. of 30

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Fonn 725-000-01 STRATEGIC DEVELOPMENT

          OGC 10/19


      11. Offsets for Claims. If, after Project completion, any claim is made by the Department resulting from an audit or for work or services performed pursuant to this Agreement, the Department may offset such amount from payments due for work or services done under any agreement that it has with the Agency owing such amount if, upon written demand, payment of the amount is not made within 60 days to the Department. Offsetting any amount pursuant to this paragraph shall not be considered a breach of contract by the Department.


        I. Final Invoice. The Agency must submit the final invoice on the Project to the Department within 120 days after the completion of the Project. Invoices submitted after the 120-day time period may not be paid.


        1. Department's Performance and Payment Contingent Upon Annual Appropriation by the Legislature. The Department's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. If the Department's funding for this Project is in multiple fiscal years, a notice of availability of funds from the Department's project manager must be received prior to costs being incurred by the Agency. See Exhibit "B", Schedule of Financial Assistance for funding levels by fiscal year. Project costs utilizing any fiscal year funds are not eligible for reimbursement if incurred prior to funds approval being received. The Department will notify the Agency, in writing, when funds are available.


        2. Limits on Contracts Exceeding $25,000 and Term more than 1 Year. In the event this Agreement is in excess of $25,000 and has a term for a period of more than one year, the provisions of Section 339.135(6)(a), Florida Statutes, are hereby incorporated:


          "The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract. The Department shall require a statement from the comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding 1 year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years; and this paragraph shall be incorporated verbatim in all contracts of the Department which are for an amount in excess of $25,000 and which have a term for a period of more than 1 year."


        3. Agency Obligation to Refund Department. Any Project funds made available by the Department pursuant to this Agreement that are determined by the Department to have been expended by the Agency in violation of this Agreement or any other applicable law or regulation shall be promptly refunded in full to the Department. Acceptance by the Department of any documentation or certifications, mandatory or otherwise permitted, that the Agency files shall not constitute a waiver of the Department's rights as the funding agency to verify all information at a later date by audit or investigation.


        4. Non-Eligible Costs. In determining the amount of the payment, the Department will exclude all Project costs incurred by the Agency prior to the execution of this Agreement, costs incurred after the expiration of the Agreement , costs that are not provided for in Exhibit "A", Project Description and Responsibilities, and as set forth in Exhibit "B", Schedule of Financial Assistance, costs agreed to be borne by the Agency or its contractors and subcontractors for not meeting the Project commencement and final invoice time lines, and costs attributable to goods or services received under a contract or other arrangement that has not been approved


        1. of 30

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Fonn 725-000-01 STRATEGIC DEVELOPMENT

          OGC 10/19


          in writing by the Department. Specific unallowable costs may be listed in Exhibit"A", Project Description and Responsibilities.


    11. General Requirements. The Agency shall complete the Project with all practical dispatch in a sound, economica,l and efficient manner, and in accordance with the provisions in this Agreement and all applicable laws.


      1. Necessary Permits Certification. The Agency shall certify to the Department that the Agency's design consultant and/or construction contractor has secured the necessary permits.


      2. Right-of-Way Certification. If the Project involves construction, then the Agency shall provide to the Department certification and a copy of appropriate documentation substantiating that all required right-of-way necessary for the Project has been obtained. Certification is required prior to authorization for advertisement for or solicitation of bids for construction of the Project, even if no right-of-way is required.


      3. Notification Requirfi!ments When Performing Construction on Department's Right-of­ Way. In the event the cost of the Project is greater than $250,000.00, and the Project involves construction on the Department's right-of-way, the Agency shall provide the Department with written notification of either its intent to:


        1. Require the construction work of the Project that is on the Department's right-of-way to be performed by a Department prequalified contractor, or


        2. Construct the Project utilizing existing Agency employees, if the Agency can complete said Project within the time frame set forth in this Agreement.


      4. _ If this box is checked, then the Agency is permitted to utilize its own forces and the following provision applies: Use of Agency Workforce. In the event the Agency proceeds with any phase of the Project utilizing its own forces, the Agency will only be reimbursed for direct costs (this excludes general overhead).


      5. _ If this box is checked, then the Agency is permitted to utilize Indirect Costs: Reimbursement for Indirect Program Expenses (select one):


        1. _ Agency has selected to seek reimbursement from the Department for actual indirect expenses (no rate).


        2. _Agency has selected to apply a de minimus rate of 10% to modified total direct costs. Note: The de minimus rate is available only to entities that have never had a negotiated indirect cost rate. When selected, the de minimus rate must be used consistently for all federal awards until such time the agency chooses to negotiate a rate. A cost policy statement and de minimis certification form must be submitted to the Department for review and approval.


        3. _ Agency has selected to apply a state or federally approved indirect cost rate. A federally approved rate agreement or indirect cost allocation plan (ICAP) must be submitted annually.


      6. Agency Compliance with Laws, Rules, and Regulations, Guidelines, and Standards. The Agency shall comply and require its contractors and subcontractors to comply with all terms and conditions of this Agreement and all federal, state, and local laws and regulations applicable to this Project.


      7. Claims and Requests for Additional Work. The Agency shall have the sole responsibility for resolving claims and requests for additional work for the Project. The Agency will make


        1. of30

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Fonn 725-000-01 STRATEGIC DEVELOPMENT

          OGC 10/19


          best efforts to obtain the Department's input in its decisions. The Department is not obligated to reimburse for claims or requests for additional work.


    12. Contracts of the Agency:


      1. Approval of Third Party Contracts. The Department specifically reserves the right to review and approve any and all third party contracts with respect to the Project before the Agency executes or obligates itself in any manner requiring the disbursement of Department funds, including consultant and purchase of commodities contracts, or amendments thereto. If the Department chooses to review and approve third party contracts for this Project and the Agency fails to obtain such approval, that shall be sufficient cause for nonpayment by the Department. The Department specifically reserves unto itself the right to review the qualifications of any consultant or contractor and to approve or disapprove the employment of the same. If Federal Transit Administration (FTA) funds are used in the Project, the Department must exercise the right to third party contract review.


      2. Procurement of Commodities or Contractual Services. It is understood and agreed by the Parties hereto that participation by the Department in a project with the Agency, where said project involves the purchase of commodities or contractual services where purchases or costs exceed the Threshold Amount for CATEGORY TWO per Section 287.017, Florida Statutes, is contingent on the Agency complying in full with the provisions of Section 287.057, Florida Statutes. The Agency's Authorized Official shall certify to the Department that the Agency's purchase of commodities or contractual services has been accomplished in compliance with Section 287.057, Florida Statutes. It shall be the sole responsibility of the Agency to ensure that any obligations made in accordance with this Section comply with the current threshold limits. Contracts, purchase orders, task orders, construction change orders, or any other agreement that would result in exceeding the current budget contained in Exhibit "B", Schedule of Financial Assistance, or that is not consistent with the Project description and scope of services contained in Exhibit "A", Project Description and Responsibilities must be approved by the Department prior to Agency execution. Failure to obtain such approval, and subsequent execution of an amendment to the Agreement if required, shall be sufficient cause for nonpayment by the Department, in accordance with this Agreement.


      3. Consultants' Competitive Negotiation Act. It is understood and agreed by the Parties to this Agreement that participation by the Department in a project with the Agency, where said project involves a consultant contract for professional services, is contingent on the Agency's full compliance with provisions of Section 287.055, Florida Statutes, Consultants' Competitive Negotiation Act. In all cases, the Agency's Authorized Official shall certify to the Department that selection has been accomplished in compliance with the Consultants' Competitive Negotiation Act.


      4. Disadvantaged Business Enterprise (DBE) Policy and Obligation. It is the policy of the Department that DBEs, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with Department funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The Agency and its contractors agree to ensure that DBEs have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBEs have the opportunity to compete for and perform contracts. The Agency and its contractors and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement.


    13. Maintenance Obligations. In the event the Project includes construction or the acquisition of commodities then the following provisions are incorporated into this Agreement:


        1. of30

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Fonn 726-000-01 STRATEGIC DEVELOPMENT

          OGC 10/19


          a. The Agency agrees to accept all future maintenance and other attendant costs occurring after completion of the Project for all improvements constructed or commodities acquired as part of the Project. The terms of this provision shall survive the termination of this Agreement.


    14. Sale, Transfer, or Disposal of Department-funded Property:


      1. The Agency will not sell or otherwise transfer or dispose of any part of its title or other interests in real property, facilities, or equipment funded in any part by the Department under this Agreement without prior written approval by the Department.


      2. If a sale, transfer, or disposal by the Agency of all or a portion of Department-funded real property, facilities, or equipment is approved by the Department, the following provisions will apply:


        1. The Agency shall reimburse the Department a proportional amount of the proceeds of the sale of any Department-funded property.


        2. The proportional amount shall be determined on the basis of the ratio of the Department funding of the development or acquisition of the property multiplied against the sale amount, and shall be remitted to the Department within ninety (90) days of closing of sale.


        3. Sale of property developed or acquired with Department funds shall be at market value as determined by appraisal or public bidding process, and the contract and process for sale must be approved in advance by the Department.


        4. If any portion of the proceeds from the sale to the Agency are non-cash considerations, reimbursement to the Department shall include a proportional amount based on the value of the non-cash considerations.


      3. The terms of provisions "a" and "b" above shall survive the termination of this Agreement.

        1. The terms shall remain in full force and effect throughout the useful life of facilities developed, equipment acquired, or Project items installed within a facility, but shall not exceed twenty (20) years from the effective date of this Agreement.


        2. There shall be no limit on the duration of the terms with respect to real property acquired with Department funds.


    15. Single Audit. The administration of Federal or State resources awarded through the Department to the Agency by this Agreement may be subject to audits and/or monitoring by the Department. The following requirements do not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of Federal awards or State financial assistance or limit the authority of any state agency inspector general, the State of Florida Auditor General, or any other state official. The Agency shall comply with all audit and audit reporting requirements as specified below.


      Federal Funded:


      1. In addition to reviews of audits conducted in accordance with 2 CFR Part 200, Subpart F - Audit Requirements, monitoring procedures may include but not be limited to on-site visits by Department staff and/or other procedures, including reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to Federal awards provided through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any


        1. of 30

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Form 725-000-01 STRATEGIC DEVELOPMENT

          OGC 10/19


          inspections, reviews, investigations, or audits deemed necessary by the Department, State of Florida Chief Financial Officer (CFO), or State of Florida Auditor General.


      2. The Agency, a non-Federal entity as defined by 2 CFR Part 200, Subpart F - Audit Requirements, as a subrecipient of a Federal award awarded by the Department through this Agreement, is subject to the following requirements:


        1. In the event the Agency expends a total amount of Federal awards equal to or in excess of the threshold established by 2 CFR Part 200, Subpart F - Audit Requirements, the Agency must have a Federal single or program-specific audit conducted for such fiscal year in accordance with the provisions of 2 CFR Part 200, Subpart F -Audit Requirements. Exhibit "H", Audit Requirements for Awards of Federal Financial Assistance, to this Agreement provides the required Federal award identification information needed by the Agency to further comply with the requirements of 2 CFR Part 200, Subpart F - Audit Requirements. In determining Federal awards expended in a fiscal year, the Agency must consider all sources of Federal awards based on when the activity related to the Federal award occurs, including the Federal award provided through the Department by this Agreement. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by 2 CFR Part 200, Subpart F - Audit Requirements. An audit conducted by the State of Florida Auditor General in accordance with the provisions of 2 CFR Part 200, Subpart F - Audit Requirements, will meet the requirements of this part.


        2. In connection with the audit requirements, the Agency shall fulfill the requirements relative to the auditee responsibilities as provided in 2 CFR Part 200, Subpart F - Audit Requirements.


        3. In the event the Agency expends less than the threshold established by 2 CFR Part 200, Subpart F -Audit Requirements, in Federal awards, the Agency is exempt from Federal audit requirements for that fiscal year. However, the Agency must provide a single audit exemption statement to the Department at FDOTSinqleAudit@dot.state.fl.us no later than nine months after the end of the Agency's audit period for each applicable audit year. In the event the Agency expends less than the threshold established by 2 CFR Part 200, Subpart F - Audit Requirements, in Federal awards in a fiscal year and elects to have an audit conducted in accordance with the provisions of 2 CFR Part 200, Subpart F - Audit Requirements, the cost of the audit must be paid from non-Federal resources (i.e., the cost of such an audit must be paid from the Agency's resources obtained from other than Federal entities).


        4. The Agency must electronically submit to the Federal Audit Clearinghouse (FAC) at https://harvester.census.gov/facweb/the audit reporting package as required by 2 CFR Part 200, Subpart F -Audit Requirements, within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period. The FAC is the repository of record for audits required by 2 CFR Part 200, Subpart F

          -Audit Requirements. However, the Department requires a copy of the audit reporting package also be submitted to FDOTSinqleAudit@dot.state.fl.us within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period as required by 2 CFR Part 200, Subpart F -Audit Requirements.


        5. Within six months of acceptance of the audit report by the FAC, the Department will review the Agency's audit reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate action on all deficiencies has been taken pertaining to the Federal award provided through the Department by this Agreement. If the Agency fails to have an


          1. of 30

            STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

            PUBLIC TRANSPORTATION GRANT AGREEMENT

            Fonn 725-000-01 STRATEGIC DEVELOPMENT

            OGC 10/19


            audit conducted in accordance with 2 CFR Part 200, Subpart F -Audit Requirements, the Department may impose additional conditions to remedy noncompliance. If the Department determines that noncompliance cannot be remedied by imposing additional conditions, the Department may take appropriate actions to enforce compliance, which actions may include but not be limited to the following:


            1. Temporarily withhold cash payments pending correction of the deficiency by the Agency or more severe enforcement action by the Department;

            2. Disallow (deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance;

            3. Wholly or partly suspend or terminate the Federal award;

            4. Initiate suspension or debarment proceedings as authorized under 2 C.F.R. Part 180 and Federal awarding agency regulations (or in the case of the Department, recommend such a proceeding be initiated by the Federal awarding agency);

            5. Withhold further Federal awards for the Project or program;

            6. Take other remedies that may be legally available.


        6. As a condition of receiving this Federal award, the Agency shall permit the Department or its designee, the CFO, or State of Florida Auditor General access to the Agency's records, including financial statements, the independent auditor's working papers, and project records as necessary. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is complete or the dispute is resolved.

        7. The Department's contact information for requirements under this part is as follows: Office of Comptroller, MS 24

        605 Suwannee Street

        Tallahassee, Florida 32399-0450

        FDOTSinqleAudit@dot.state.fl.us


        State Funded:


        1. In addition to reviews of audits conducted in accordance with Section 215 .97, Florida Statutes, monitoring procedures to monitor the Agency's use of state financial assistance may include but not be limited to on-site visits by Department staff and/or other procedures, including reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to state financial assistance awarded through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, the Department of Financial Services (DFS), or State of Florida Auditor General.


        2. The Agency, a "nonstate entity" as defined by Section 215.97, Florida Statutes, as a recipient of state financial assistance awarded by the Department through this Agreement, is subject to the following requirements:


          1. In the event the Agency meets the audit threshold requirements established by Section 215 .97, Florida Statutes, the Agency must have a State single or project­ specific audit conducted 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. Exhibit "G", Audit Requirements for Awards of State Financial Assistance, to this Agreement indicates state financial


            10 of 30

            STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

            PUBLIC TRANSPORTATION GRANT AGREEMENT

            Form 725-000-01

            STRATEGIC

            DEVELOPMENT

            OGC 10/19


            assistance awarded through the Department by this Agreement needed by the Agency to further comply with the requirements of Section 215.97, Florida Statutes. In determining the state financial assistance expended in a fiscal year, the Agency shall consider all sources of state financial assistance, including state financial assistance received from the Department by this Agreement, 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.


          2. In connection with the audit requirements, the Agency shall ensure that the audit complies with the requirements of Section 215.97(8), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2)(e), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General.


          3. Inthe event the Agency does not meet the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency is exempt for such fiscal year from the state single audit requirements of Section 215.97, Florida Statutes. However, the Agency must provide a single audit exemption statement to the Department at FDOTSinqleAudit@dot.state.lf.us no later than nine months after the end of the Agency's audit period for each applicable audit year. In the event the Agency does not meet the audit threshold requirements established by Section 215.97, Florida Statutes, in a fiscal year and elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from the Agency's resources (i.e., the cost of such an audit must be paid from the Agency's resources obtained from other than State entities).


          4. In accordance with Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, copies of financial reporting packages required by this Agreement shall be submitted to:


            Florida Department of Transportation Office of Comptroller, MS 24

            605 Suwannee Street

            Tallahassee, Florida 32399-0405 FDOTSin gleAudit@dot.statef.l.us


            And


            State of Florida Auditor General Local Government Audits/342

            111 West Madison Street, Room 401

            Tallahassee, FL 32399-1450

            Email: flaudqen localqovt@aud.state.fl.us


          5. Any copies of financial reporting packages, reports, or other information required to be submitted to the Department shall be submitted timely in accordance with Section 215.97, Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, as applicable.


          6. The Agency, when submitting financial reporting packages to the Department for audits done in accordance with Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, should indicate the date the reporting package was delivered to the Agency in correspondence accompanying the reporting package.


            1. of30

              STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

              PUBLIC TRANSPORTATION GRANT AGREEMENT

              Fonn 725-000--01 STRATEGIC DEVELOPMENT

              OGC 10/19



          7. Upon receipt, and within six months, the Department will review the Agency's financial reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate corrective action on all deficiencies has been taken pertaining to the state financial assistance provided through the Department by this Agreement. If the Agency fails to have an audit conducted consistent with Section 215.97, Florida Statutes, the Department may take appropriate corrective action to enforce compliance.


          8. As a condition of receiving state financial assistance, the Agency shall permit the Department or its designee, DFS, or the Auditor General access to the Agency's records, including financial statements, the independent auditor's working papers, and project records as necessary. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is complete or the dispute is resolved.


        3. The Agency shall retain 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, DFS, or State of Florida Auditor General access to such records upon request. The Agency shall ensure that the audit working papers are made available to the Department or its designee, DFS, or State of Florida Auditor General upon request for a period of five years from the date the audit report is issued, unless extended in writing by the Department.


    16. Notices and Approvals. Notices and approvals referenced in this Agreement must be obtained in writing from the Parties' respective Administrators or their designees.


    17. Restrictions, Prohibitions, Controls and Labor Provisions:


      1. Convicted Vendor List. 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.


      2. Discriminatory Vendor List. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, 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 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.


      3. Non-Responsible Contractors. An entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied, or have further been determined by the Department to be a non-responsible contractor, may not submit a bid or perform work for the construction or repair of a public building or public work on a contract with the Agency.


        1. of 30

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Form 725-000.01 STRATEGIC DEVELOPMENT

          OGC 10119


      4. Prohibition on Using Funds for Lobbying. No funds received pursuant to this Agreement may be expended for lobbying the Florida Legislature, judicial branch, or any state agency, in accordance with Section 216.347, Florida Statutes.


      5. Unauthorized Aliens. The Department shall consider the employment by any contractor of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If the contractor knowingly employs unauthorized aliens, such violation will be cause for unilateral cancellation of this Agreement.


      6. Procurement of Construction Services. If the Project is procured pursuant to Chapter 255, Florida Statutes, for construction services and at the time of the competitive solicitation for the Project, 50 percent or more of the cost of the Project is to be paid from state-appropriated funds, then the Agency must comply with the requirements of Section 255.0991, Florida Statutes.


      7. E-Verify. The Agency shall:


        1. Utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Agency during the term of the contract; and


        2. Expressly require any subcontractors performing work or providing services pursuant to the state contract to likewise utilize the U.S. Department of Homeland Security's E­ Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term.


      8. Design Services and Construction Engineering and Inspection Services. If the Project is wholly or partially funded by the Department and administered by a local governmental entity, except for a seaport listed in Section 311.09, Florida Statutes, the entity performing design and construction engineering and inspection services may not be the same entity.


    18. Indemnification and Insurance:


      1. It is specifically agreed between the Parties executing this Agreement that it is not intended by any of the provisions of any part of this Agreement to create in the public or any member thereof, a third party beneficiary under this Agreement, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement. The Agency guarantees the payment of all just claims for materials, supplies, tools, or labor and other just claims against , the Agency or any subcontractor, in connection with this Agreement. Additionally, to the extent permitted by law and as limited by and pursuant to the provisions of Section 768.28, Florida Statutes, the Agency shall indemnify and hold harmless the State of Florida, Department of Transportation, including the Department's officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Agency and persons employed or utilized by the Agency in the performance of this Agreement. This indemnification shall survive the termination of this Agreement. Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the State of Florida and the Agency's sovereign immunity. Additionally, the Agency agrees to include the following indemnification in all contracts with contractors/subcontractors and consultants/subconsultants who perform work in connection with this Agreement:


        "To the fullest extent permitted by law, the Agency's contractor/consultant shall indemnify and hold harmless the Agency and the State of Florida, Department of Transportation, including the Department's officers and employees, from liabilities, damages, losses and costs,


        1. of 30

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Fonn 725-000-01 STRATEGIC DEVELOPMENT

          OGC 10119


          including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, reckl ssness or intentional wrongful misconduct of the contractor/consultant and persons employed or utilized by the contractor/consultant in the performance of this Agreement.


          This indemnification shall survive the termination of this Agreement. Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the State of Florida and the Agency's sovereign immunity."


      2. The Agency shall provide Workers' Compensation Insurance in accordance with Florida's Workers' Compensation law for all employees. If subletting any of the work, ensure that the subcontractor(s) and subconsultant(s) have Workers' Compensation Insurance for their employees in accordance with Florida's Workers' Compensation law. If using "leased employees" or employees obtained through professional employer organizations ("PEO's"), ensure that such employees are covered by Workers' Compensation Insurance through the PEO's or other leasing entities. Ensure that any equipment rental agreements that include operators or other personnel who are employees of independent contractors, sole proprietorships, or partners are covered by insurance required under Florida's Workers' Compensation law.


      3. If the Agency elects to self-perform the Project, then the Agency may self-insure. If the Agency elects to hire a contractor or consultant to perform the Project, then the Agency shall carry, or cause its contractor or consultant to carry, Commercial General Liability insurance providing continuous coverage for all work or operations performed under this Agreement. Such insurance shall be no more restrictive than that provided by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida. The Agency shall cause, or cause its contractor or consultant to cause, the Department to be made an Additional Insured as to such insurance. Such coverage shall be on an "occurrence" basis and shall include Products/Completed Operations coverage. The coverage afforded to the Department as an Additional Insured shall be primary as to any other available insurance and shall not be more restrictive than the coverage afforded to the Named Insured. The limits of coverage shall not be less than $1,000,000 for each occurrence and not less than a $5,000,000 annual general aggregate, inclusive of amounts provided by an umbrella or excess policy. The limits of coverage described herein shall apply fully to the work or operations performed under the Agreement, and may not be shared with or diminished by claims unrelated to the Agreement. The policy/ies and coverage described herein may be subject to a deductible and such deductibles shall be paid by the Named Insured. No policy/ies or coverage described herein may contain or be subject to a Retention or a Self-Insured Retention unless the Agency is a state agency or subdivision of the State of Florida that elects to self-perform the Project. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, the Department shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The Department shall be notified in writing within ten days of any cancellation, notice of cancellation, lapse, renewal, or proposed change to any policy or coverage described herein. The Department's approval or failure to disapprove any policy/ies, coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights or defenses the Department may have.


      4. When the Agreement includes the construction of a railroad grade crossing, railroad overpass or underpass structure, or any other work or operations within the limits of the railroad right­ of-way, including any encroachments thereon from work or operations in the vicinity of the railroad right-of-way, the Agency shall, or cause its contractor to, in addition to the insurance coverage required above, procure and maintain Railroad Protective Liability Coverage (ISO Form CG 00 35) where the railroad is the Named Insured and where the limits are not less than $2,000,000 combined single limit for bodily injury and/or property damage per


        1. of 30

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Form 725-000-01 STRATEGIC DEVELOPMENT

          OGC 10119


          occurrence, and with an annual aggregate limit of not less than $6,000,000.The railroad shall also be added along with the Department as an Additional Insured on the policy/ies procured pursuant to the paragraph above. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, both the Department and the railroad shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The insurance described herein shall be maintained through final acceptance of the work. Both the Department and the railroad shall be notified in writing within ten days of any cancellation, notice of cancellation, renewal, or proposed change to any policy or coverage described herein. The Department's approval or failure to disapprove any policy/ies, coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights the Department may have.


      5. When the Agreement involves work on or in the vicinity of utility-owned property or facilities, the utility shall be added along with the Department as an Additional Insured on the Commercial General Liability policy/ies procured above.


    19. Miscellaneous:


      1. Environmental Regulations. The Agency will be solely responsible for compliance with all applicable environmental regulations and for any liability arising from non-compliance with these regulations, and will reimburse the Department for any loss incurred in connection therewith .


      2. Non-Admission of Liability. In no event shall the making by the Department of any payment to the Agency constitute or be construed as a waiver by the Department of any breach of covenant or any default which may then exist on the part of the Agency and the making of such payment by the Department, while any such breach or default shall exist, shall in no way impair or prejudice any right or remedy available to the Department with respect to such breach or default.


      3. Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected. In such an instance, the remainder would then continue to conform to the terms and requirements of applicable law.


      4. Agency not an agent of Department. The Agency and the Department agree that the Agency, its employees, contractors, subcontractors, consultants, and subconsultants are not agents of the Department as a result of this Agreement.


      5. Bonus or Commission. By execution of the Agreement, the Agency represents that it has not paid and, also agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing hereunder.


      6. Non-Contravention of State Law. Nothing in the Agreement shall require the Agency to observe or enforce compliance with any provision or perform any act or do any other thing in contravention of any applicable state law. If any of the provisions of the Agreement violate any applicable state law, the Agency will at once notify the Department in writing so that appropriate changes and modifications may be made by the Department and the Agency to the end that the Agency may proceed as soon as possible with the Project.


      7. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same Agreement. A facsimile or electronic transmission of this Agreement with a signature on behalf of a party will be legal and binding on such party.


        1. of 30

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Fonn 725-000-01 STRATEGIC DEVELOPMENT

          OGC 10119


      8. Federal Award Identification Number (FAIN). If the FAIN is not available prior to execution of the Agreement, the Department may unilaterally add the FAIN to the Agreement without approval of the Agency and without an amendment to the Agreement. If this occurs, an updated Agreement that includes the FAIN will be provided to the Agency and uploaded to the Department of Financial Services' Florida Accountability Contract Tracking System (FACTS).


      9. Inspector General Cooperation. The Agency agrees to comply with Section 20.055(5), Florida Statutes, and to incorporate in all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes.


      10. Law, Forum, and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. In the event of a conflict between any portion of the contract and Florida law, the laws of Florida shall prevail. The Agency agrees to waive forum and venue and that the Department shall determine the forum and venue in which any dispute under this Agreement is decided.


    IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year written above.



    AGENCY Manatee County Port Authority


    By: _ Name: Title: _


    STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION


    By: - - - - - - - - - - - - - - - - - - -

    Name: John Kubler, P.E.


    Title: Director of Transportation Development

    /'..,., /1-1)t11

    STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

    Legal Review:


    image


    1. of 30

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 10/19


      EXHIBIT A


      Project Description and Responsibilities


      1. Project Description (description of Agency's project to provide context, description of project components funded via this Agreement (if not the entire project)): This Agreement provides for the Department's participation in Port Manatee's upland cargo facilities improvement initiative. There are seven primary activities included as part of this Project. The first component consists of installing a walkway between mooring bollards near Berths 10 and 11 to increase safety for line handlers and incoming ships. The second component consists of repairs to warehouse roofs to allow for the continuance of business operations. The third component consists of replacing dock levelers for efficiency of cargo handling. The fourth component consists- of replacing a trench drain near Berth 12 to maintain drainage and protect cargoes from damage. The fifth component consists of replacing refrigeration systems to allow for the continued movement of freight that requires refrigeration. The sixth component consists of installing sprinklers to increase the types of cargoes that can be handled at the port. The seventh component consists of replacing fenders to protect ships and infrastructure at the port.


      2. Project Location (limits, city, county, map): Port Manatee, Palmetto, Florida


      3. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): This Project includes the environmental, design and construction work required to complete the rehabilitation activities described in the Project Description, including: anchoring components; asphalt paving activities; backfilling; compaction; concrete; construction; construction inspection costs; construction management; consulting services; contractor stand-by; costs estimates; demobilization; demolition; dock leveler components; door components; drainage systems; earthwork; electrical systems; engineering services; fasteners and connectors; fenders and bollards; fire protection systems; form work; geotechnical services; ground covering; interior finishes; installation and testing; insulation; mobilization; permitting; pilings; plan development (e.g., 30 / 60 / 90 / 100

        % and as-builts); plumbing systems; preconstruction engineering and design; procurement cost; refrigeration system components; roofing system components; shore and slope protection; siding; sprinkler system components; structural components; surveying; thermal barriers; trench drain components; ventilation systems; utility components; and, water quality protective structures.


      4. Deliverable(s):


        The project scope identifies the ultimate project deliverables. Deliverables for requisition, payment and invoice purposes will be the incremental progress made toward completion of project scope elements. Supporting documentation will be quantifiable, measurable, and verifiable, to allow for a determination of the amount of incremental progress that has been made, and provide evidence that the payment requested is commensurate with the accomplished incremental progress and costs incurred by the Agency.


      5. Unallowable Costs (including but not limited to): Travel costs are not allowed.


      6. Transit Operating Grant Requirements (Transit Only):


        Transit Operating Grants billed as an operational subsidy will require an expenditure detail report from the Agency that matches the invoice period. The expenditure detail, along with the progress report, will be the required deliverables for Transit Operating Grants.


    2. of 30

      image


    3. of 30

      image

      image

      image

      image

      image

      image

      image

      image

      image

      image

      image

      image

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 10119


      EXHIBIT B


      Schedule of Financial Assistance


      FUNDS AWARDED TO THE AGENCY AND REQUIRED MATCHING FUNDS PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING:


        1. Fund Type and Fiscal Year:


          Financial

          Management Number

          Fund

          Type

          FLAIR

          Category

          State

          Fiscal Year

          Object

          Code

          CSFA/ CFDA

          Number

          CSFA/CFDA Title or Funding Source Descri ption

          Funding

          Amount

          444277-1-94-03

          POED

          088807

          2020

          751000

          55.034

          Seaport Investment Program

          $1,413,583

          444277-1-94-03

          LF

          088807

          2020

          -

          -

          -

          $1,413,583


          Total Financial Assistance

          $2,827,166


        2. Estimate of Project Costs by Grant Phase:


Phases*

State

Local

Federal

Totals

State

%

Local

%

Federal

%

Land Acauisition

$0

$0

$0

$0

0.00

0.00

0.00

Plannina

$0

$0

$0

$0

0.00

0.00

0.00

Environmental/Desion/Construction

$1 413,583

$1413583

$0

$2 827166

50.00

50.00

0.00

Capital Eauioment

$0

$0

$0

$0

0.00

0.00

0.00

Match to Direct Federal Fundina

$0

$0

$0

$0

0.00

0.00

0.00

Mobility Management (Transit Only)

$0

$0

$0

$0

0.00

0.00

0.00

Totals

$1413583

$1 413,583

$0

$2 827,166




*Shifting items between these grant phases requires execution of an Amendment to the Public Transportation Grant Agreement.


BUDGET/COST ANALYSIS CERTIFICATION AS REQUIRED BY SECTION 216.3475, FLORIDA STATUTES:


I certify that the cost for each line item budget category (grant phase) has been evaluated and determined to be allowable, reasonable, and necessary as required by Section 216.3475, Florida Statutes. Documentation is on file evidencing the methodology used and the conclusions reached.


image

Date

Keith Robbins


  1. of 30

February 20, 2020


CONSENT

AGENDA ITEM 1.F: PUBLIC TRANSPORTATION GRANT

AGREEMENT –SECURITY VEHICLES


BACKGROUND:


The Florida Department of Transportation (FDOT) has agreed to participation in the funding of $150,000 for seven security vehicles and has provided the attached Public Transportation Grant Agreement (PTGA). As a condition of the grant, the Port is obligated to contribute 25% (or $50,000), bringing the total project costs to $200,000. To enter into the agreement, FDOT requires that the Port Authority adopt a resolution specifically approving the PTGA and authorizing the execution of the PTGA on behalf of the Port Authority by specifically designated officials.


ATTACHMENT:


Resolution PA-20-11 and the State of Florida Department of Transportation Public Transportation Grant Agreement


COST AND FUNDING SOURCE:


Total for the project is $150,000 FDOT and $50,000 Port.


CONSEQUENCES IF DEFERRED:


Delay in execution of the PTGA


LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:


Move to adopt Resolution PA-20-11 authorizing the execution of the Public Transportation Grant Agreement with the Florida Department of Transportation for facilities and equipment improvements.

image

image

image

image

image

image

image

image

image

image

image

image

image

image

image

image

image

image

image

image

image

image

image

Financial Project Number

444947-1-94-02


PA-20-11


A RESOLUTION BY THE MANATEE COUNTY PORT AUTHORITY APPROVING AND AUTHORIZING THE EXECUTION OF THE PUBLIC TRANSPORTATION GRANT AGREEMENT WITH THE FLORIDA DEPARTMENT OF TRANSPORTATION


WHEREAS, the State of Florida Department of Transportation (Department) has offered to enter into a Public Transportation Grant Agreement with the Manatee County Port Authority (Port Authority) to provide Department participation in the purchase of security vehicles, and


WHEREAS, the Port Authority has the authority to enter into said Public Transportation Grant Agreement with the Department, and it is expedient and in the best interests of this Port Authority to approve and authorize the execution of the Public Transportation Grant Agreement.


NOW THEREFORE BE IT RESOLVED by the Manatee County Port Authority

that:


  1. The State of Florida Department of Transportation Public Transportation Grant Agreement, identified as Financial Project Number 444947-1-94-02 wherein the Department agrees to a maximum participation in the amount of $150,000 is approved. The Chairman of the Port Authority, or, in the absence of the Chairman, any Vice Chairman of the Port Authority, is authorized to execute the Public Transportation Agreement on behalf of the Port Authority.


  2. The Clerk of the Circuit Court of Manatee County, Florida, is authorized to cause two copies of this resolution to be certified for delivery to the Florida Department of Transportation.


ADOPTED with a quorum present and voting this the 20th day of February, 2020. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT

CLERK OF CIRCUIT COURT AUTHORITY


image

By:

Chairman

image

image

image

image

image

image

STATE OF FLORIOA OEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Fonn 725-000-02 STRATEGIC DEVELOPMENT

OGC 10/19


EXHIBIT D AGENCY RESOLUTION


PLEASE SEE ATTACHED



24 of29

February 20, 2020

AGENDA ITEM 2.: NORTH GATE EXPANSION CONTRACT AWARD BACKGROUND:


On May 17, 2018, the Authority approved Stantec Consulting Services Inc. for the design, permitting and construction phase services of the North Gate Expansion Project which will double the exit lanes. On December 19, 2019, an invitation to bid was published for the addition of two more access lanes and extension of the existing roof structure. A bid opening was held on February 6, 2020, and only one (1) company submitted a bid in the amount of

$782,923. The bid amount is in line with the project engineer’s estimate for the project.


ATTACHMENT:


Tabulation Sheet.

Due to size, bid packet available upon request.


COST AND FUNDING SOURCE:


$587,192.25 of FEMA proceeds and $195,730.75 of FDOT proceeds


CONSEQUENCES IF DEFERRED:


Delay in project commencement

LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:


Move to approve and authorize the Chairman to execute the contract between the Manatee County Port Authority and Ranger Construction in the amount of $782,923 for all necessary labor, equipment and materials for the expansion of the north gate exit lanes, subject to FDOT approval.

Tabulation Sheet


Agency Name Bid Number Bid Name Bid Due Date Bid Opening

Man a tee Coun ty Port Authority

ITB-3-0-2020/ Gl

North Gate Expansion Re-bid

2/ 6/ 2020 2: 00: 00 PM Eastern time Closed


image

Completed and Signed Bid Sheet (1TBcover page)

Bidder Qualification Form

1 Ranger

2/ 6/ 2020 101 Sansbury's Way

7 8 2 9 23

Bid Form

Bid Bond Subcontractors List

1 responsefound. online, B offline, not submitting,


not received

February 20, 2020


AGENDA ITEM 3.: WAREHOUSE 2 LOADING DOCKS CONTRACT

AWARD


BACKGROUND:


On July 24, 2018, the Authority approved RS&H, Inc., for the warehouse 2 loading docks design, permitting, and construction phase services. On December 26, 2019, an invitation to bid was published for the addition of six more loading docks. A bid opening was held on February 11, 2020, and five (5) companies submitted a bid. The lowest-responsive bidder is Flores Construction Company in the amount of $1,238,073.


ATTACHMENT:


Tabulation Sheet.

Due to size, bid packet available upon request.


COST AND FUNDING SOURCE:


$566,625 of FDOT proceeds and $671,448 of Port cash


CONSEQUENCES IF DEFERRED:


Delay in project commencement


LEGAL COUNSEL REVIEW: Yes


RECOMMENDATION:


Move to approve and authorize the Chairman to execute the contract between the Manatee County Port Authority and Flores Construction Company in the amount of $1,238,073 for all necessary labor, equipment and materials for the loading docks addition at warehouse 2, subject to receipt of all contract documents and FDOT approval.

Tabulation Sheet




C ompany

R esponded

A ddress

B id Amt

Cold Storage Warehouse Improvements


1


E & L Construction Group

2/11/2020

1:28:32 PM

3040 South Airpark Drive Flint, MI 48507


$1,435,107.00


2


LEMA Construction

2/11/2020

11:49:14 AM

1631 Commerce Ave N, St. St. Petersburg, FL 33716


$1,522,675.00


3


L COBB Construction Inc.

2/11/2020

401 South Sixth Avenue Wauchula, Fl 33873


$1,317,724.59


4


FLORES Construction Co

2/11/2020

5470 East Bush Boulevard #511

Tampa, FL 33617


$1,238,073.00


5


HALFACRE Construction Company

2/11/2020


7015 Professional Parkway East Sarasota, Fl 34240


$1,300,035.00

February 20, 2020


AGENDA ITEM 4.: SECURITY VEHICLES PURCHASE BACKGROUND:

The Florida Department of Transportation (FDOT) has agreed to participation in the funding of $150,000 for seven security vehicles. The procurement of the vehicles utilized the Florida Sheriff’s Association Pre-Bid Contract 2019-120716-NAF. Six (6) 2020 Ram trucks for $28,217 each and one (1) 2020 GMC Savana Passenger Van in the amount of

$25,733 will be purchased with approval. Total cost is $195,035.


ATTACHMENT:


Purchase Requisition Port Manatee


COST AND FUNDING SOURCE:


Total for the vehicle purchase is $146,276.25 FDOT and $48,758.75 Port.


CONSEQUENCES IF DEFERRED:


Delay in purchase of vehicles


LEGAL COUNSEL REVIEW: Yes


RECOMMENDATION:


Move to approve the purchase and issuance of a purchase order for seven (7) vehicles from Alan Jay Fleet Sales in the amount of $195,035, subject to the approval of FDOT and receipt of the fully executed Public Transportation Grant Agreement.

image

image

image

image