A meeting of the Manatee County Port Authority will be held during a meeting of the Board of County Commissioners of Manatee County Tuesday, February 26, 2019, at 11:45 a.m., 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


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MANATEE COUNTY PORT AUTHORITY AGENDA

February 26, 2019 – 11:45 a.m.


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. Contract Award for Engineering of the Intermodal Container Yard Improvements and Pavement Improvements


  2. Consent Agenda


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.

Vanessa Baugh, Chairman

Priscilla Whisenant-Trace, 1st Vice-Chairman; Reggie Bellamy, 2nd Vice-Chairman; Betsy Benac, 3rd Vice-Chairman; Stephen R. Jonsson, Member;

Misty Servia, Member; Carol Whitmore, Member

February 26, 2019


AGENDA ITEM 1: CONTRACT AWARD FOR ENGINEERING OF THE INTERMODAL CONTAINER YARD IMPROVEMENTS AND PAVEMENT IMPROVEMENTS


BACKGROUND:


On December 20, 2018, the Authority approved the ranking of the firms and teams of firms for engineering professional services for the pavement improvement project and the intermodal cargo yard improvement project as recommended by the Evaluation Committee and authorized negotiation of the contracts to be brought back to the Port Authority for approval. Stantec has proposed a fee of $373,578 plus $40,000 contingency for the engineering of the intermodal container yard expansion and Terracon has proposed a fee of $330,212 plus $10,000 contingency for the engineering of the port-wide road improvements.


ATTACHMENT:


Port Manatee Professional Engineering Services Contract Intermodal Cargo Yard Improvements


MANATEE COUNTY PORT AUTHORITY,


a political entity of the State of Florida, with offices located at Port Manatee, 300 Tampa Bay Way, Palmetto, FL 34221, hereinafter referred to as the “Authority”, and


Stantec Consulting Services, Inc.,


an engineering firm, with its principle place of business located at 777 South Harbour Island Boulevard, Suite 600, Tampa FL 33602-5729, hereinafter referred to as the “Consultant,” for and in consideration of the mutual covenants of this Contract and other good and valuable consideration hereby agree as follows:


ARTICLE 1. CONTRACT DOCUMENTS: This Contract consists of this document including attachments, the RFQ, and Consultant’s response to the RFQ, as if all components were set forth herein verbatim. In the event of a conflict between the terms and conditions provided in this document including the attachments and the RFQ or response, the provisions in this document will prevail. No amendment will be effective until and unless reduced to writing and executed by the Parties.


To the extent that the incorporated proposal addresses any terms inconsistent with the terms of this main Contract document, the inconsistent proposal terms do not apply.


ARTICLE 2. SCOPE OF SERVICE: The Consultant will provide services as described in Attachment A: Scope of Services.


The Scope of Services includes all professional services related to the stated discipline considered necessary to complete the project.


The Consultant shall perform all services in accordance with generally accepted professional standards. No other warranty, express or implied, is made or intended. The Consultant shall perform all services as expeditiously as is consistent with professional skill and care and the orderly progress of the work. All work of any kind, must conform to and be in compliance with, and the consultant shall be familiar with applicable codes, laws, ordinances, regulations and restrictions, guidelines, standards, procedures and directives.


The Consultant recognizes that funding for this project is being made from the Florida Department of Transportation (the “FDOT”), pursuant to Grant Agreement, Financial Project Number 444251-1-94-01, Contract Number G1527, for Port Manatee’s Container Yard Expansion design and engineering initiative (the “Grant”). Consultant has reviewed the Grant and agrees to comply with all of the requirements under the Grant and complete the Engineer’s Certification of Compliance to the Department if required by the Authority or FDOT. Failure of the Consultant to comply with any provision of the Grant will be grounds for immediate termination of this Contract and potential liability to the Port for loss of grant money.

ARTICLE 3. COMPENSATION: The Authority shall pay the Consultant for services performed or rendered for the Authority pursuant to the terms of this contract the amount applicable to the portion of the services completed pursuant to the contract, including but not limited to the related reimbursable expenses if applicable. The amount of compensation paid to the Consultant shall in no event exceed the amount set forth in the contract. The amount of per diem and travel expenses paid by the Authority to the Consultant must be limited to the extent set forth in Section 112.061 of the Florida Statutes if applicable. Payment may be made by the Authority to the Consultant based upon invoices or statements periodically (but no more than once a month) and timely submitted by the Consultant to the Authority that sufficiently document, itemize, and report all compensation expenses claimed. Recognizing that the Authority is a public entity, the Consultant shall provide all of the necessary documents and records to the Authority, the Clerk of the Circuit Court of Manatee County, Florida on behalf of the Authority, and to any independent auditor of the Authority upon request, as necessary pursuant to acceptable accounting standards applicable to public bodies and to provide the necessary audit trail and justification for the Authority paying said compensation and expenses.


Compensation to the Consultant will be computed based on the percentage completed of each task listed in Attachment A: Scope of Services and the total value of each task set forth in Attachment B: Schedule of Values. Said compensation will be the total compensation for the services and must contain all costs to include salaries, office operation, transportation, equipment, overhead, general and administrative, incidental expenses, fringe benefits and operating margin.


“Task,” as used in the Contract, refers to particular categories/groupings of services.


ARTICLE 4. REIMBURSABLE EXPENSES: All costs of providing the Scope of Services will be the responsibility of the Consultant with no separate reimbursement by the Authority for any direct costs.


ARTICLE 5. SUBCONTRACTORS AND SUBCONSULTANTS: TranSystems is approved as a subconsultant. The Consultant may not sublet, assign or transfer any work under this Contract to another associated firm, a subcontractor or a Subconsultant without the prior written consent of the Authority in an amendatory PSA. The Consultant shall require all associated engineering firms, subcontractors and Subconsultants to adhere to the appropriate provisions of this Contract and the utilization of any such associated engineering firm, subcontractor or Subconsultant by the Consultant will not relieve the Consultant from any liability or responsibility to the Authority pursuant to the provisions of this Contract or any duly executed PSA.


ARTICLE 6. AUTHORIZATION OF OPTIONAL OR ALTERNATIVE PROFESSIONAL

SERVICES: The Consultant shall provide services described in Attachment A: Scope of Services as optional or alternative only after receipt of written specific authorization from the individual or individuals authorized pursuant to the “Contract Administration” section of this Contract.

ARTICLE 7. AUTHORIZATION OF ADDITIONAL PROFESSIONAL SERVICES: The

Consultant shall provide additional services beyond the initial Scope of Services only after receipt of a written Professional Services Authorization (PSA) issued in accordance with this Contract in the attached form. PSAs must be signed by the Consultant and the Authority and will constitute supplemental agreements entered into under the terms and conditions of this Contract.


Each PSA must establish the following:


  1. A PSA number;

  2. A title for the project;

  3. A general description of the purpose of the work;

  4. A clear and concise description of each item of the scope of the services to be performed in sufficient detail to reasonably assure both Parties as to the extent and cost of each service to be performed;

  5. The scope items to which a lump sum fee applies and the total compensation that will be paid to the Consultant by the Authority for completion of the project services;

  6. The scope items to which time charges apply and the maximum total compensation amount to which they are limited for each scope item;

  7. The maximum total amount to which reimbursement of related expenses is limited;

  8. Deliverables;

  9. The committed date of completion of the services, with intermediate milestone dates where appropriate;

  10. Subconsultants to be utilized, the scope items in which they will be involved, and the above-referenced fees and expenses attributable to them;

  11. Any additional details that may be required to describe the duties and obligations of the Parties with respect to a particular PSA.


The Executive Director of Port Manatee may approve on behalf of the Authority additional services PSA where the total fee, reimbursable expenses and other compensation to the Consultant do not exceed the threshold amount set forth in the Manatee County Port Authority Procurement Policy, as amended from time to time. Any single PSA in excess of the specified threshold amount may not be effected, unless and until the document has been approved by the Authority and signed on behalf of the Authority. The PSA may not be purposefully divided to increase the delegated authority provided to the Executive Director.


The Parties shall negotiate in good faith the terms of each proposed additional services PSA. If the Parties are not able to negotiate in good faith the terms of a particular proposed PSA, no services shall be performed by the Consultant in reliance thereon.


Services that would be reasonably expected to be necessary at the time of initial contracting, such as services the need for which is not contingent on factors yet to be determined, do not qualify for additional fees.


Consultant acknowledges and agrees that time is of the essence with respect to its performance under this Contract and any PSA.


If the project described in any PSA is suspended, canceled, or abandoned by the Authority, without affecting any other PSA or this Contract, the Consultant must be given seven (7) calendar days prior written notice of such action and shall be compensated for professional services provided up to the date of suspension, cancellation or abandonment.


Port Authority approval of the Contract and any related PSA is subject to FDOT approval pursuant to terms of the applicable grants.


ARTICLE 8. AUTHORITY COOPERATION: The Authority shall, at its sole cost, furnish to the Consultant all reasonably available books, plans, records, studies and other documents and information in the possession of the Authority to assist the Consultant in performing services pursuant to this Contract. The Authority does not warrant the accuracy or completeness of the information authored by third parties. The Consultant is responsible for independently verifying the information contained in the documents provided.


ARTICLE 9. PROPERTY OF THE AUTHORITY: All reports, studies, plans, specifications, maps and data prepared or obtained by the Consultant pursuant to any duly executed PSA must become the property of the Authority and must be made available to the Authority upon request at any reasonable time, including all finished or unfinished documents and other data prepared or obtained by the Consultant upon the termination of this Contract in whole or in part. Consultant may not be held liable for the accuracy or reliability of any partially completed work clearly identified as partially completed and delivered in accordance with this provision. The Consultant will have the right to retain reproducible copies of said documents or other data. Any reuse of said documents or other data by the Authority without written verification or adaptation by the Consultant for the specific use intended will be at the sole risk of the Authority and without liability or legal exposure to the Consultant.


ARTICLE 10. CONTRACT ADMINISTRATION: The Authority hereby authorizes the Executive Director of Port Manatee to administer the terms and conditions of this Contract on behalf of the Authority and to make all managerial decisions on behalf of the Authority as they relate to the provisions of this Contract. The Executive Director has the authority to transmit instructions, receive information, interpret and define the policy of the Authority and decisions pertinent to services covered by this Contract. The Executive Director has the right from time to time to designate such other employee of the Authority as the Executive Director may deem advisable to perform administrative and managerial functions as they relate to provisions of this Contract. For the purposes of this contract, the Senior Director of Planning, Engineering & Environmental Affairs is the designated Contract Manager.


ARTICLE 11. NOTICE: Any notice or other writings permitted or required to be delivered under the provisions of this Contract must be in writing and be delivered by sending the notice by personal delivery, electronic mail, U.S. regular mail, or U.S. express mail in any event with sufficient postage affixed, and addressed as follows:


If to Authority:

Manatee County Port Authority 300 Tampa Bay Way

Palmetto, FL 34221 Attention: Executive Director

Email: cbuqueras@portmanatee.com If to Consultant:

Hamid Sahebkar, P.E.

Principal

Stantec Consulting Services, Inc.

777 S Harbour Island Boulevard, Suite 600 Tampa, FL 33602-5729

813-746-3831

Hamid.Sahebkar@stantec.com


Either party may change said address by notice in writing to the other party in the manner provided in this Contract.


ARTICLE 12. ACCESS TO THE PORT: Access to Port Manatee is controlled pursuant to seaport security requirements that change from time to time to comply with applicable governing laws, rules and regulations. The Consultant is responsible for compliance with all of the applicable seaport security requirements, including obtaining Transportation Worker Identification Credentials (TWIC) as necessary for access to the Port to perform the services pursuant to this Contract. Port Manatee Security Access Control at (941) 722-6455 is the appropriate contact for information on the latest requirements. Escorts needed due to lack of TWIC credentials will not be provided by the Authority.


ARTICLE 13. AUTHORITY REPRESENTATIONS: The Authority owns and operates public seaport facilities in northwest Manatee County, Florida, known as “Port Manatee.”


The Authority conducted public announcement, qualification, competitive selection and competitive negotiation procedures for this contract in accordance with Section 287.055 of the Florida Statutes, the Consultants’ Competitive Negotiation Act (CCNA). The request for proposals (RFQ-1-0-2019/GI, Intermodal Cargo Yard Improvements) (the “RFQ”) was publicly advertised on November 1, 2018. 6 submittals were received by the deadline, including the Consultant’s submittal. The submittals were publicly opened on December 4, 2018. An Evaluation Committee met publicly on December 6, 2018, and reached consensus on the short lists. The Authority certified the short-listed firms, which included the Consultant, as qualified and authorized negotiation of the continuing contracts at its December 21, 2018, public meeting.


The Authority has determined that it is necessary, expedient, and in its best interest to enter into this Contract with the Consultant for the performance of professional consulting services in connection with Port Manatee.

ARTICLE 14. CONSULTANT REPRESENTATIONS: The Consultant submitted and stands behind its submittal in response to the above RFQ as accepted into the record of the Authority on December 4, 2018, with the knowledge that the Authority is relying thereon as an inducement for entering into this Contract. The Consultant acknowledges that the Authority also relied upon the Consultant’s representations identified in this Contract as an inducement for entering into this Contract.


The Consultant is legally authorized to and, by capacity and experience, is qualified to perform and render all of the professional consulting engineering services identified in this Contract and the professional qualifications of the Consultant was material inducement for the Authority to enter into this Contract with the Consultant.


The Consultant, in representing the Authority, shall promote the best interest of the Authority and assume towards the Authority a responsible professional relationship consistent with mutual confidence and fair dealing between Consultant and the Authority.


The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Contract and that is has not paid or agreed to pay any persons, company, corporation, individual or firm, other than a bona fide employee working for the Consultant any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.

Consultant represents that it has complied with the provision of Section 287.055(6) of the Florida Statutes.


The Consultant currently has no potential or actual conflict of interest with respect to providing professional services to the Authority. The Consultant agrees to notify the Authority in writing of any commitments during the term of this Contract which may constitute a potential or actual conflict of interest with respect to the professional services to be performed for the Authority. The Consultant agrees that it must not knowingly engage in any contractual or professional obligations that create an appearance of a conflict of interest with respect to the service provided pursuant to this Contract.


ARTICLE 15. PROFESSIONAL SERVICES AUTHORIZATIONS FOR ADDITIONAL

SERVICES: If the Parties are not able to negotiate in good faith the terms of a particular proposed additional services PSA, the Authority reserves the right, without prejudice to this Contract, to negotiate for the performance of said services by another qualified firm.


The Authority reserves the right to enter into contracts with other firms for similar services and negotiate with separate firms for separate parts of a single project. The Consultant is not promised or guaranteed any amount of additional work or fees as part of this Contract.


ARTICLE 16. SUPPLEMENTAL SERVICES: It is the intention of this Contract to provide for the performance and rendering of professional consulting services supplemental to any professional consulting services rendered or performed by any other consultant for the Authority.

ARTICLE 17. TERMINATION: The Contract remains effective until the work is completed or the Contract is otherwise terminated.


If the Authority determines that the Contract should be terminated based on the Consultant’s performance, it may terminate the Contract or make such modification to this Contract as the Authority may deem appropriate and to which the Consultant may agree. If the Authority determines that the performance of the Consultant is not satisfactory, the Authority may: 1) immediately terminating the Contract, or 2) notifying the Consultant of the deficiency with a requirement that the deficiency be corrected within a specified time otherwise the Contract will be terminated at the end of specified time. The Consultant will be paid only for that work satisfactorily performed for which costs can be substantiated. All work in progress will become the property of the Authority and will be promptly delivered to the Authority by the Consultant.


This Contract may be terminated in its entirety by either party giving at least 30 calendar days prior written notice to the other party. If the Contract is terminated, the Consultant must continue to perform for the remaining 30 day time period in accordance with all previous issued PSAs, except to the extent Consultant is directed by Authority in writing to cease performance of any or all such previously issued PSAs. The Consultant will be entitled to compensation for all services rendered or performed on outstanding PSAs through the date of the termination together with all costs and expenses incurred in connection therewith, but the Consultant will not be entitled to any other or further recovery against the Authority, including, but not limited to, anticipated fees or profit on services not required to be performed. The Authority shall determine that portion of the fee earned for any incomplete PSA based on the ratio of such part of the PSA that has been completed relative to the entire PSA. Any such determination must be made in the Authority’s sole discretion.


The Consultant will be considered in material default of this Contract and such default will be considered cause for the Authority to terminate this Contract, in whole or in part, for any of the following reasons: (a) failure to begin services authorized under any particular PSA within the time specified in that PSA, or (b) failure to properly and timely perform the services required hereunder or as directed by the Authority, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by Consultant or by any of Consultant’s principals, partners, officers or directors, or (d) failure to provide access to public records, or (e) failure to comply with the Grant, or (f) having been found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel, or (g) failure to obey and comply with any applicable laws, ordinances, regulations, agency agreements or other codes of conduct, or (h) Consultant otherwise materially breaches this Contract. In any such event, the Authority may terminate this Contract, in whole or in part, by giving Consultant seven (7) calendar days’ written notice. In the event of any such termination, the Authority will not be obligated to make any further payments to Consultant until such time as the Authority has determined all direct costs, expenses, losses and damages which the Authority may have incurred as a result of such default by Consultant, whereupon the Authority will be entitled to set off all costs, expenses, losses and damages so incurred by the Authority against any amounts due Consultant for services properly performed.

ARTICLE 18. MILESTONES: Milestones and related deadlines are shown in Attachment C: Milestones. Work not completed by its deadline will be deemed unsatisfactorily performed for the purposes of applying the standard in the Termination section. The authorization of optional scope items will not delay or extend any milestone or deadline in any way.


ARTICLE 19. QUALITY OF PROFESSIONAL CONSULTING SERVICES: The services

must be performed by the Consultant to the reasonable satisfaction of the Authority and all questions, difficulties and disputes of any nature whatsoever that may arise under or by reason of this Contract, any duly executed PSA, the prosecution fulfillment of the services in this Contract and the character, quality, amount and value thereof which cannot be settled by mutual agreement of the Parties will be settled by recourse to litigation under Florida law in the appropriate court in Manatee County, Florida.


ARTICLE 20. INDEMNIFICATION: To the greatest extent permitted by law, the Consultant shall indemnify, save and hold harmless the Authority, its officers, directors, employees, and agents from and against claims, causes of action, lawsuits, damages, judgments, losses and expenses, whether direct, indirect or consequential, including but not limited to, bodily injury, sickness, disease or death, personal injury, or injury to or destruction of tangible property, including loss of use, to the extent such claims are caused by the negligent or reckless acts or errors or omissions, or wrongful or willful acts by the Consultant, any Subconsultant or any other person or organization employed by Consultant to perform or furnish any of the services required hereunder, or anyone for whose acts any of them may be liable. This indemnity must include, but not be limited to, reasonable charges of engineers, attorneys, legal assistants, and other professionals, and costs of both defense and appeal in a court of law, or arbitration, or other tribunal, for any reason. This indemnification must also include claims, damages, losses and expenses, including reasonable attorneys’, experts’, and legal assistants’ fees and costs, to the extent caused by infringement of patents or copyrights, or public record violations incident to providing the services required hereunder. It is specifically understood and agreed that this indemnification agreement does not cover or indemnify the Authority for its own negligence.

This Indemnification provision must survive completion or termination of this Contract.


To the fullest extent permitted by law, the Consultant 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 des, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the Consultant an person employed or utilized by the Consultant in the performance of this Contract. This indemnification survives termination of this Contract.

Nothing contain n this paragraph is intended to nor will it constitute a waiver of the State of Florida and the Authority’s sovereign immunity.

ARTICLE 21. INSURANCE: During the term of the Contract, the Consultant shall provide, pay for, and maintain with insurance companies satisfactory to the Authority, the types of insurance described in this Contract. All insurance must be from responsible insurance companies eligible to do business in the State of Florida. The required policies of insurance must be performable in Manatee County, Florida, and shall be construed in accordance with the laws of the State of Florida.


The Authority must be specifically included as an Additional Insured on the Consultant’s Commercial General Liability, Umbrella Liability and Business Automobile Liability policies and must also provide the "Severability of Interest" provision (a/k/a "Separation of Insured’s" provision). The Authority’s additional insured status should be extended to the Completed Operations coverage. ISO’s standard “Blanket Additional Insured” will not be acceptable.


The Consultant shall deliver to the Authority, prior to the Authority issuing the PSA, properly executed "Certificate(s) of Insurance,” setting forth the insurance coverage and limits required in this Contract. The Certificates must be personally, manually signed by the authorized representative of the insurance company(s) shown on the Certificate of Insurance. In addition, certified, true and exact copies of the insurance policies required in this Contract must be provided the Authority, on a timely basis, if requested by the Authority.


The Consultant shall take immediate steps to make up any impairment to any Aggregate Policy Limit upon notification of the impairment. If at any time the Authority requests a written statement from the insurance company(s) as to any impairment to the Aggregate Limit, the Consultant shall promptly authorize and have delivered such statement to the Authority.


The Consultant authorizes the Authority and/or the Authority’s insurance consultant to confirm all information furnished to the Authority, as to its compliance with its Bonds and Insurance Requirements, with the Consultant’s insurance agents, brokers, surety, and insurance carriers. The insurance coverage required of the Consultant must be primary to any insurance or self-

insurance program carried by the Authority. The Authority’s insurance or self-insurance programs or coverage must not be contributory with any insurance required of the Consultant in this Contract.


The acceptance of delivery to the Authority of any Certificate of Insurance evidencing the insurance coverage and limits required in the Contract does not constitute approval or agreement by the Authority that the insurance requirements in the Contract have been met or that the insurance policies shown in the Certificates of Insurance comply with the Contract requirements.


No work governed by this contract or occupancy of the premises owned or occupied by the Authority may commence at the site unless and until the required Certificate(s) of Insurance are in effect and the PSA and written Notice to Proceed are issued to the Consultant by the Authority.


The insurance coverage and limits required of the Consultant under this Contract are designed to meet the minimum requirements of the Authority. They are not designed as a recommended insurance program for the Consultant. The Consultant alone will be responsible for the

sufficiency of its own insurance program. Should the Consultant have any question concerning its exposures to loss under this Contract or the possible insurance coverage needed therefore, it should seek professional assistance.


The Authority and its Tenants may continue to operate their businesses on the Authority’s premises during the activities of the Consultant. No property used in connection with their activities may be considered by the Consultant’s insurance company as being in the care, custody, or control of the Consultant.


Should any of the required insurances specified in this Contract provide for a deductible, self- insured retention, self-insured amount, or any scheme other than a fully insured program, and the insurance company providing the coverage will not agree in writing to pay the deductible or retention including the costs of defense as provided for in its policy without consideration of the deductible or retention in the settlement of insured claims, then the Consultant agrees, if required by the Authority, to provide, pay for, and maintain a surety bond acceptable to the Authority from an insurance company acceptable to the Authority (or a standby irrevocable Letter of Credit acceptable to the Authority) in the amount of the deductible or retention, guaranteeing payment of the deductible or retention. Said guarantee is to continue for four (4) years following completion of the Work.


All of the required insurance coverage must be issued as required by law and shall be endorsed, where necessary, to comply with the minimum requirements contained in this Contract.


Consultant shall give the Authority thirty (30) calendar days advance written notice of any cancellation, intent not to renew any policy and/or any change that will reduce the insurance coverage required in this Contract, except for the application of the Aggregate Limits Provisions.


Renewal Certificate(s) of Insurance must be provided to the Authority at least twenty (20) calendar days prior to expiration of current coverage so that there will be no interruption in the work due to lack of proof of the insurance coverage required of the Consultant in this Contract. If the Consultant fails to provide or maintain the insurance coverage required in this Contract at any time during the term of the Contract, the Authority may terminate or suspend this Contract.


If the Consultant utilizes contractors or sub-contractors to perform any work governed by this Contract, the Consultant will ensure all contractors and sub-contractors maintain the same types and amounts of insurance required of the Consultant. In addition, the Consultant will ensure that the contractors and sub-contractors insurances comply with all of the Insurance Requirements specified for the Consultant contained within this Contract. The Consultant shall obtain Certificates of Insurance comparable to those required of the Consultant from all contractors and sub-contractors. Such Certificates of Insurances must be presented to Authority prior to the subcontractor beginning work.


SPECIFIC INSURANCE COVERAGES AND LIMITS:

The Consultant must comply with all requirements in this Insurance Section in full unless excused from compliance in writing by the Authority. The amounts and types of insurance must conform to the following minimum requirements. Current Insurance Service Office (ISO) or

National Council on Compensation Insurance (NCCI) policies, forms, and endorsements or broader must be used where applicable. Notwithstanding the foregoing, the wording of all policies, forms, and endorsements must be acceptable to the Authority.


Workers' Compensation and Employers' Liability Insurance must be maintained in force during the term of this Contract for all employees engaged in this work under this Contract, in accordance with the laws of the State of Florida. The minimum acceptable limits are:


Workers' Compensation: Florida Statutory Requirements Employer's Liability: $1,000,000.00 Limit Each Accident

$1,000,000.00 Limit Disease Aggregate

$1,000,000.00 Limit Disease Each Employee


USL&H Coverage must be maintained by the Consultant if any of the work governed by this Contract or any of the Consultant’s employees may be entitled to benefits specified in the United States Longshoremen and Harbor Workers (USL&H) Act (33 USC sections 901-950). The minimum acceptable limits under such coverage must be no less than $1,000,000.


Jones Act Coverage must be maintained by the Consultant if any of the work governed by this Contract involves the use of any watercraft (regardless of size). Such coverage must comply with the Federal Jones Act (46 U.S.C.A, subsection 688). The minimum acceptable limits under such coverage must be no less than $1,000,000.


Commercial General Liability Insurance must be maintained by the Consultant on the Full Occurrence Form. Coverage must include but not be limited to Premises and Operations, Personal Injury, Contractual Liability, Independent Contractors, Broad Form Property Damage, and Products & Completed Operations Coverage and may not exclude coverage for the "X" (explosion), "C (collapse) and "U" (underground) Property Damage Liability exposures. Limits of coverage must not be less than:


Bodily Injury & Property Damage Liability: $1,000,000.00 Combined Single Limit each occurrence and aggregate.


Completed Operations Liability Coverage must be maintained by the Consultant for a period of not less than four (4) years following Final Completion and Acceptance by the Authority.


The use of an Excess and/or Umbrella policy will be acceptable if the level of protection provided by the Excess and/or Umbrella policy is no less restrictive then the Primary General Liability policy.


Business Automobile Liability Insurance must be maintained by the Consultant as to ownership, maintenance, use, loading and unloading of all owned, non-owned, leased or hired vehicles with limits of not less than:


Bodily Injury: $1,000,000.00 Limit Each Accident

Property Damage Liability: $1,000,000.00 Limit Each Accident


or


Bodily Injury & Property Damage Liability: $1,000,000.00 Combined Single Limit Each Accident


Professional Liability Insurance must be maintained by the Consultant that will respond to claims arising out of any professional services provided by the Consultant. The minimum acceptable limits of such coverage must be $2,000,000 per claim and in aggregate and must be maintained for a minimum of 4 years following the termination of this agreement.


The Consultant must maintain Watercraft Liability Insurance if any of the services provided by the Consultant or any of its sub-consultants require the use of any watercraft that is in excess of 26 feet in length. The minimum acceptable limits of such coverage must be $1,000,000.


The Consultant must maintain Aircraft Liability Insurance if any of the services provided by the Consultant or any of its sub-contractors require the use of any aircraft. The minimum acceptable limits of such coverage must be $1,000,000.


ARTICLE 22. PROFESSIONAL LIABILITY: The Consultant recognizes that the registered persons practicing engineering with the Consultant as provided in Chapter 471 of the Florida Statutes are not relieved from personal liability for their professional acts and each registered person practicing engineering with the Consultant who performs consulting engineering services for the Authority pursuant to this Contract or any particular PSA will be liable in accordance with section 471.023(3) of the Florida Statutes.


ARTICLE 23. LEGAL RESTRAINTS AND LIMITATIONS: The Consultant acknowledges that the Authority, as a unit of local government and as a subdivision of the State of Florida, is subject to controls, limitations, regulations and restraints imposed or administered pursuant to numerous applicable laws, ordinances, agreements, rules and regulations of federal, state, regional and certain local jurisdictions, governmental agencies or authorities. Additionally, the Consultant acknowledges that the Authority often receives grants and participates in grant or funding agreements from federal and state agencies. All services rendered or performed by the Consultant pursuant to any duly executed PSA will be in conformance therewith.


In performing services, Consultant must be responsible for identifying and assisting the Authority in obtaining all permits necessary to complete the services.


The Authority retains the Consultant only for the purposes and to the extent set forth in this Contract, and its relationship with the Authority will, during the term of this Contract, be that of an independent contractor. Consultant has discretion, subject to the requirement that it performs the services required in this Contract competently and professionally in accordance with the applicable professional standards and otherwise complies with the terms of this Contract, to select the means and methods of performing such services. In this regard, Consultant will be fully responsible for the employment, direction, supervision, compensation and control of any and all persons employed or retained by Consultant. Neither Consultant nor Consultant’s

contractors, subcontractors, consultants, Subconsultants, suppliers, experts or other persons or organizations retained or utilized by Consultant for the services required in this Contract will be considered by reason of the provisions of this Contract or otherwise as being an employee or agent of the Authority. Consultant shall comply with all workers’ compensation, employers’ liability and other Federal, State, and municipal laws, ordinances and regulations required of an employer performing services as contemplated in this Contract. Furthermore, Consultant is responsible for paying all income and employment taxes, and the Authority will not be responsible for collecting and/or paying withholding, FUTA, FICA and any other state or federal taxes.


At all times during the performance of any of the services required hereunder, Consultant must comply with Title VII of the Civil Rights Act of 1964, as amended (45 C.F.R. Part 1010), and the Florida Civil Rights Act of 1992. Consultant may not discriminate in any form or manner against its employees or applicants for employment on the basis of race, color, national origin, religion, sex, age, handicap or marital status. Further, Consultant shall comply with all applicable rules, regulations or executive order promulgated to give effect to the Civil Rights Act of 1964, as amended.


In accordance with FDOT policy, projects funded with FDOT funding shall provide Disadvantaged Business Enterprises (“DBE”) an opportunity to participate in the performance of the Contract. Consultant agrees to ensure that DBEs have the opportunity to participate in the performance of the Contract and that Consultant shall take necessary and reasonable steps to ensure such opportunities. The Authority and its Consultant, Contractors, and subcontrators must not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract.


The Consultant shall utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Consultant/sub-consultant during the contract term and require all of its sub-consultants performing work or providing services pursuant to this contract to do the same.


ARTICLE 24. LITIGATION AND ADMINISTRATIVE PROCEEDINGS: In the event the

Consultant is authorized by a duly executed PSA to become involved in litigation or administrative proceedings as a witness for the Authority or in any other professional assignment connected with litigation or administrative proceedings, the compensation or fee to the Consultant for such services will not be related to the findings of any court or administrative agency concerning the adequacy or inadequacy of the compensation or fee. The Authority will pay the Consultant compensation for said services in the manner set forth in the particular Authorization regardless of the decision in any such litigation or administrative proceedings.

ARTICLE 25. LEGAL QUALIFICATIONS AND ETHICAL CONSIDERATIONS: The

Consultant warrants it is duly permitted by the laws of the State of Florida to render engineering services in the State of Florida and that one or more of its officers and employees are duly registered as professional engineers in the State of Florida. The Consultant recognizes that in rendering or performing professional services pursuant to the provisions of this Contract, the Consultant is working for the residents of Manatee County, Florida, subject to public observation, scrutiny and inquiry and based upon said recognition, the Consultant shall in all of its relationships with the Authority pursuant to the provisions of this Contract conduct itself in accordance with all of the recognized applicable ethical standards set by any related national societies, and the reasonable traditions to perform services.


The Consultant acknowledges that the portion of its books and records related to its contracting activities with the Authority may become subject to inspection and copying under the Florida Public Records Act. The Consultant agrees to comply with the Florida Public Records Act, as applicable, including, but not limited to section 119.0701 of the Florida Statutes. The Consultant agrees, to the extent required by law, to:


  1. keep and maintain public records that ordinarily and necessarily would be required by the public agency in performing the services of the Contract;

  2. provide the public with access to the public records under the same terms and conditions that the Authority and Department of Transportation (DOT) would provide the records and at a cost that does not exceed the cost provided for by law;

  3. ensure that the public records that are exempt or confidential, and exempt from public record disclosure requirements, are not disclosed, except as authorized by law; and

  4. meet all requirements where retained public records and transfer, at no cost, to the Authority and DOT, all public records in possession of the Consultant, upon termination or completion of the Contract and destroy any duplicate public records that are exempt or confidential, or exempt from public record disclosure requirements.


Furthermore, the Consultant agrees that all records stored electronically will be provided to the Authority and DOT in a format that is compatible with the information technology systems of the Authority and DOT. The Consultant shall promptly provide the Authority with a copy of any request to inspect or copy public records that Consultant receives and a copy of the Consultant’s response to each request. The Consultant understands and agrees that failure to provide access to the public records will be grounds for unilateral cancellation of the Contract, its amendments, and PSAs.


IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE AUTHORITY AT (941) 722-6621; 300 TAMPA BAY WAY, PALMETTO, FL 34221; EMAIL: TDAUGHERTY@PORTMANATEE.COM.

Consultant has been made aware of the Florida Public Entity Crimes Act, § 287.133, Florida Statutes, specifically section 2(a), and the Authority’s requirement that the Consultant has complied with it in all respects prior to and will comply with it in all respects during the term of this Contract.


Consultant has been made aware of the Discriminatory Vendors Act in Section 287.134, Florida Statutes, and the Authority’s requirement that the Consultant has complied with it in all respects prior to and will comply with in all respect during the term of this Contract.


Consultant has been made aware of the prohibition against contracting with scrutinized companies pursuant to Section 287.135, Florida Statutes, and the Authority’s requirement that the Consultant has complied with it in all respects prior to and will comply with in all respect during the term of this Contract.


Consultant agrees to comply with Section 20.055(5), Florida Statutes, and to incorporate in all subcontracts the obligation to comply with Section 20.0555(5), Florida Statutes.


ARTICLE 26. NO WAIVER OF SOVEREIGN IMMUNITY: Nothing in this Contract may be interpreted as a waiver by the Authority of its rights, including the limitations of the waiver of immunity, as set forth in Florida Statutes 768.28, or any other statutes, and the Authority expressly reserves these rights to the full extent allowed by law. This provision survives completion or termination of this Contract.


ARTICLE 27. SEVERABILITY: It is understood and agreed by the Parties that if any part, term or provision of this Contract is held to be illegal or in conflict with any law, the validity of the remaining portions or provisions will not be affected, and the rights and obligations of the Parties must be construed and enforced as if the Contract did not contain the particular part, term or provision held to be invalid.


ARTICLE 28. SUCCESSORS AND ASSIGNS: This Contract is binding on successors, assigns, and legal representatives of and persons in privity of contract with the Authority or Consultant. The Consultant may not sublet, assign, or transfer this Contract, any PSA or any other work specifically set forth under this Contract without the prior written consent of the Authority, which consent may be withheld in the Authority’s sole discretion. This provision survives completion or termination of this Contract.


ARTICLE 29. JURISDICTION AND VENUE: The Contract is governed by and construed under the laws of the State of Florida. Venue for any action arising under the Contract lies exclusively in state courts in Manatee County, FL. Each Party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the aforeseaid laying of venue of any such civil action or legal proceeding in such court. This provision survives completion or termination of this Contract.

ARTICLE 30. ATTORNEY FEES: If any subsequent legal action or other proceedings, including but not limited to any trial proceeding or appellate proceeding, are brought for the enforcement of this Contract, or because of any alleged dispute, breach, default or misrepresentation in connection with any provision of this Contract, the successful or prevailing Party will be entitled to recover all costs incurred, including reasonable attorneys', legal assistants', and experts’ fees and costs prior to trial, at trial, and on appeal, in addition to any other relief to which such Party maybe entitled. No entity or person other than the Parties will have any legally enforceable rights under this Contract or because of its existence, other than as explicitly set forth in this Contract. This provision survives completion or termination of this Contract.


ARTICLE 31. INTERPRETATION: The Parties represent and warrant that they have entered into this Contract relying wholly upon their own judgment, belief, and knowledge of the nature, extent, effect, and duration of any actions, damages, and liability therefore. The Parties represent that they enter into this Contract without relying upon any statement or representation of the adverse parties other than what has been set forth in writing in this Contract. The Parties represent that they have had the opportunity to discuss this matter with counsel of their choosing and are satisfied with its counsel and the advice received. The Parties understand this Contract’s contents and agree that this Contract may not be construed more strongly against any party to this Contract, regardless of who is responsible for its preparation or drafting. The Parties further declare and represent that no promise, inducement, agreement or understanding not expressed in this Contract has been made to an adverse party and that this Contract contains the entire agreement between the Parties hereto and that the terms of this Contract are contractual and not a mere recital. All the Parties drafted this Contract jointly, and no term, condition or provision of this Contract may be construed more strictly against any Party.


The captions and headings in this Contract are for convenience of reference only and in no way define or limit the scope or content of this Contract or in any way affect its provisions.


ARTICLE 32. AGREEMENTS RELATING TO CONSIDERATION: Each party

acknowledges and agrees that the covenants under this Contract, together with the consideration exchanged hereunder, constitute full, fair and valuable consideration for the transfers, transactions and releases required of and by the Parties pursuant to the provisions of this Contract and that, by virtue of the above-referenced consideration, the Parties have received reasonably equivalent value in exchange for their obligations under this Contract. The Parties acknowledge and agree that each has received and reviewed a copy of this Contract in the presence of their respective, independent counsel retained by them. Each party understands the purport, tenor, and effect of this Contract, and has entered into this Contract freely and voluntarily.

ARTICLE 33. AUTHORITY TO EXECUTE: Each of the Parties covenants to the other party to this Contract that it has lawful authority to enter into this Contract, that the governing or managing body of each of the Parties has approved this Contract and that the governing or managing body of each of the Parties has authorized the execution of this Contract in the manner hereinafter set forth.


IN WITNESS WHEREOF, the Parties have caused this Contract to be duly executed, in duplicate, this the day of .


ATTEST: ANGELINA COLONNESO MANATEE COUNTY PORT AUTHORITY CLERK OF CIRCUIT COURT


By: _

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AUTHORITY


WITNESSES: Stantec Consulting Services, Inc.


By: _

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Title:

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CONSULTANT

Attachment A Scope of Services

Port Manatee Professional Engineering Services Contract Intermodal Cargo Yard Improvements

Stantec Consulting Services, Inc.

Stantec Consulting Services Inc.

image 777 S Harbour Island Boulevard Suite 600, Tampa FL 33602-5729


PROFESSIONAL SERVICES PROPOSAL


To: Mr. George F. Isiminger, P.E.

Senior Director of Planning, Engineering and Environmental Affairs Port Manatee

300 Tampa Bay Way Palmetto, FL 34221


From:

Hamid Sahebkar, PE Principal


Date: February 14, 2019


SUBJECT: Proposal for Professional Services

Intermodal Cargo Yard Improvements Port Manatee

image

Palmetto, Florida


OVERVIEW

  1. Manatee County Port Authority, a political subdivision of the State of Florida (Client) (hereinafter the "Authority" or the "Port") is proposing to expand the existing Intermodal Yard. Port has selected Stantec Consulting Services Inc. (Stantec) to submit a professional services proposal for the above referenced Project. Stantec team proposes to provide Civll Engineering, and related services in support of the proposed project.


  2. The existing intermodal cargo yard to be expanded is the 10-acre container yard constructed in 2012 and 2013 behind Berth 14 at the south side of Port Manatee. It is the west 10 acres of a 29- acre design that was permitted through FDEP and Manatee County. The permitting specified the storm water treatment pond required to treat runoff from the 29 acres and the additional undeveloped parcel to the north of the west ten acres. The entire pond has been built. The permits were extended to the maximum extent allowed and have expired. Unsuitable soils, generally clay layers, had to be removed and replaced for construction of the existing facility. Similar conditions have been detected in the expansion areas. Old plans, permits and geotechnical information have been made available.


  3. The proposed expansion related to these engineering services is northward expansion to develop the north parcel and eastward expansion to a limit to be determined considering the budget. The project budget, including but not necessarily limited to engineering and construction, is $5,250,000. State grant funding is involved


  4. Port has identified the following general scope of services to be performed by the Engineer:

    1. Develop design parameters with the Port.

    2. Assess the subsurface conditions, augmenting existing information as necessary, for design of the improvements.


      image


    3. Design the proposed improvements, including preparation of construction plans and technical specifications, all information required for permitting, including contractor’s permits, and certifications, including Engineer-of-Record services. Provide for pavement system, drainage and treatment system, high mast lights, reefer plugs, and fire protection. Plan the electrical system with FPL’s input.

    4. Prepare and process permit applications for the required permits, including but not necessarily limited to Florida Department of Environmental Protection (DEP) Environmental Resource Permit, dewatering permit, if applicable, and water distribution system permit, and Manatee County’s required form of site plan approval, and provide the information and documents necessary for the contractor’s permits, and provide related post-construction documentation and certifications required for transfer to operation. Includes environmental site assessment and analysis necessary for permitting.

    5. Provide bidding phase engineering services for a design-bid-build to budget approach including preparation of bidding documents, construction contract documents, incorporation of Port front-end specs, engineer’s estimate, pre-bid meeting, and contractor selection recommendation. Includes cost estimating. Use widely recognized standard specifications approved by the Port (such as AIA or EJCDC).

    6. Provide construction phase engineering services including kick-off meeting, progress meetings, review and processing of shop drawings, RFIs, change order requests and other submittals, construction observation including geotech and materials testing, punch list, record drawings, and all other engineer responsibilities set forth in the approved standard specifications.

    7. Provide any remaining professional services necessary to achieve the project. The intent is for the Consultant to be responsible for any and all professional services reasonably expected to be needed to accomplish the intermodal cargo yard improvements described.


    8. The proposed services are be provided under contract modeled after the modeled contract in the RFQ.


  5. Client has identified the northward improvements of the project are required to be completed first. Projetc will be designed for staging the construction accordingly, under a signle permit. It is anticipated that the norht side of the project will be advanced to full construction plans on a fast track basis, but to process as signle bid package. However, if required, a separte bid package will be prepared for the north side to meet the schedulign requirements.


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  6. Stantec teamed up with Moffatt & Nichol, and S&ME to provide these services. The scope of the proposed Tasks are detailed in the following paragraphs.


SCOPE OF SERVICES


  1. Civil Engineering Services

  2. Kick Off Meeting and Concept Development


    Stantec team will study the information provided to prepare for a meeting with Port to kick off the project and develop the design parameters. This include, but not limited to:

    • Establishing project limits such as along the north side adjacent to the existing tidally influenced canal.


    • Refrigerated Container Plug configuration

    • Pavement Section Design requirements

    • Grading requirements

    • Lighting Requirements

    • Etc.


      Following this meeting a concept plan will be prepared to cover the whole build-out area (north parcel, approximately 4.5 acres, and east approximately 19 acres), considering the layout of Berths 12 and 14 and the existing 10 acres for Port’s consideration.


  3. Concept Review


    Stantec will coordinate with Client to review the Concept Plan and address Port’s comments to prepare the base plan for the final design to cover this project’s build-to-budget area.


  4. Pre-Application Meetings


    In coordination with the Port, Stantec will set-up and attend up two (2) pre-application meetings with the permitting agencies, FDEP and Manatee County, to establish the permitting requirements. It is anticipated that previously obtained permits will inform the permitting process. It is anticipated, at a minimum, analysis of the storm sewer collection system will be required.


  5. Plans Preparation


    Stantec will prepare the engineering design plans based upon the Site Plan, as approved by the Port for the final design to cover this project’s build-to-budget area. Design plans will include:


    • Cover Sheet

    • General Notes

    • Demolition Plan

    • Site Plan(s)

    • Horizontal Control Plan(s)

    • Basin Plan(s)

    • Drainage Plan(s)

    • Paving, Grading Plan(s)

    • Fire Main Plan

    • Lighting Plan*

    • Refrigerated Container Plugs Plan*

    • Detail Sheets


      * Plans, details, and associated technical specifications prepared by Moffatt & Nichol. Stantec will provide technical special provision for non-standard items of the project elements.

      All drawings will be prepared in accordance with Port Manatee, Manatee County and FDOT standards. Plans will be prepared on eleven-inch by seventeen-inch (11”x17”) sheet size at an appropriate scale, using AutoCAD version 2017. All review plan submittals will be distributed electronically.


  6. Plans Submittal


    Stantec will submit the plans to Port at 30, 60, 90, 100% design developments. 100% plans will be the bid set. Stantec will follow up with the Port to understand and address any comments.


  7. Project Meetings, and Coordination

Stantec team members will participate in project meetings and coordination efforts throughout the project. During the design phase of the project, it is assumed a regularly schedule bi-weekly conference call will be scheduled. These calls will be via web hosted/screen sharing. Additionally, it is anticipated Stantec will participate in up to six (6) project team meetings at the Client’s office during the design phase of the project.

  1. Permitting

  2. Permit Applications and Initial Submittals

    Stantec will prepare the permit applications, plans and supporting documents for submittal to the appropriate agencies or departments. Stantec will set up and attend submittal conferences with permitting agencies as appropriate. Submittals for approval will be made to the following agencies or governmental departments:


    1. Civil/Site Permits

      • Manatee County

      • Florida Department of Environmental Protection (FDEP) – Application for General Environmental Resource Permit (ERP)

      • Water System Permit from Hillsborough County Health Department

        • FDEP – Notice of Intent (National Pollution Discharge Elimination System (NPDES) Notice of Intent (NOI) requesting coverage under the Generic Permit for Stormwater Discharge from Large and Small Construction Activities)


        Stantec will assist the Client with completing an application requesting coverage under the NPDES Generic Permit. Stantec will prepare a draft Stormwater Pollution Prevention Plan (SWPPP), a NOI form, and transmittal letter to accompany the filing of the NOI. Execution/Certification of the SWPPP and NOI, as well as filing of the NOI will be the responsibility of the Owner or General Contractor. Stantec will submit the draft SWPPP to the Client or the Client’s contractor for use only as a guide in preparing the final SWPPP. The final SWPPP, as prepared and maintained by the Contractor, will be physically located as described in the NOI.


        Note: The contractor will also be responsible for the following:


        • Signing the NOI, preparation and filing of a Notice of Termination (NOT), and the final SWPPP as the “Operator and/or Responsible Authority” for the project.

        • Implementing the “Best Management Practices” as shown in the final SWPPP.

        • Maintaining the “Best Management Practices” as shown in the SWPPP as required to accommodate conditions in the field.

        • Making the required inspections and filling out the inspection reports as required by the conditions of the generic NPDES permit.


        If requested, Stantec will provide the suggested draft SWPPP for the site and the typical details of certain Best Management Practices to the Client or the Client’s contractor in an electronic format.


  3. Agency Meetings, Negotiations and Re-Submittals

Stantec will meet and negotiate with agency representatives having concerns during the review/approval process. Stantec will complete additional design revisions based on the agreements reached during the agency meetings and resubmit the plans and supporting documents for final approval. It is assumed this Scope and Fee includes up to one (1) resubmittal per agency, if required. Additional resubmittals due to design changes by reasons beyond the control of Stantec will be considered an Additional Service.


220 Bidding Services


221 Bidding Assistance Services


Stantec will provide assistance during the bidding phase of the project, by assembling the bid package in coordination with the Port based on Engineers Joint Contract Documents Committee (EJCDC), attend pre-bid meeting, respond to request for information (RFI) by the bidders, and provide input on selection of the contractor. Edits to EJCDC documents will be called out (separately or by redline/strikeout notation) for Port review. Port will provide its supplementary conditions to be incorporated by Stantec. After completion of the bid process and selection of the successful contractor, Stantec will assemble the bid package, RFI responses and any revisions into a single conformed contract document. The basis of the estimate is to provide a single bid package with the specific condition that the north side to be constructed and completed by an established date.


230 Construction Support Services


231 Construction Phase Services


Stantec will provide limited construction administration services for the proposed improvements of the project. At this time, it is assumed that full time construction services will not be required. Stantec will provide periodical inspection as coordinated with the Contractor, review the shop drawings, attend regularly schedule progress meetings and provide final inspection and certification of the project. Should Client require full-time construction administration, an additional services proposal will be submitted for Client’s consideration. It is assumed that the proposed improvements will be constructed in one contiguous phase.


A Stantec representative will attend regularly scheduled progress/OAC meetings or conference calls. It is assumed the progress meetings will be held bi-weekly. Stantec will coordinate for the site visits to be at the same time.

Upon successful and acceptable completion of the work by the Contractor, Stantec will certify to Port Manatee, Manatee County and FDEP that the work has been performed in accordance with the permit conditions and the approved plans. Certifications will be signed and sealed by an engineer, registered in the State of Florida.


300 Surveying & SUE Services


  1. Control Survey


    This task provides for the establishment of horizontal and vertical control and placement of aerial targets in support of photogrammetric mapping. Client will provide information on established Port control monumentation upon which new control will be based. The deliverable item for this task will be a signed sealed survey report documenting horizontal and vertical positions for on-site control and aerial targets.


  2. Topographic Survey


    Stantec will perform ground surveys to supplement the information obtained through photogrammetric mapping within the area indicated as “Limits of Photogrammetric Data Extraction” on the attached diagram. This effort will include classification of features not identifiable from the aerial photography; surveys to obtain elevation data on storm and sanitary sewer structures; cross section data will be obtained for the canal on the North side of the project area as shown on the Survey Exhibit (Attachment C); and mapping of subsurface utilities as designated through Task 301. This task also includes staking for geotechnical soil borings and compilation of a digital surface model from the photogrammetric and ground survey data.


    Stantec will receive the breaklines and mass points from the sub-consultant for photometric mapping. Stantec will compile the information received into a Civil3D Surface model which will include the ground survey data collected by Stantec. Contours will be generated from the hybrid data by Stantec. The deliverable item for this effort will be a map of survey signed by a Florida licensed Professional Surveyor and Mapper in PDF format, together with CAD files used for said survey map.


  3. Subsurface Utility Investigation


    Stantec will perform an investigation to discover and designate subsurface utilities within the areas of utility connections and extensions or as become necessary for design of the proposed improvements. This effort will be performed using a combination of visible evidence, electromagnetic signal induction and ground penetrating radar. Utility lines (or evidence thereof) discovered through these processes will be designated by paint marks and/or flags and depicted on a field sketch to support the subsequent survey thereof subsequent survey by Stantec.


    As Client has indicated that sufficient utility records are available and will be provided to Stantec by Client. As such, this effort is understood to be limited to designations of utilities only at identified points of conflict between existing utilities and proposed utilities.


  4. Level “A” Excavation


Stantec will coordinate with Sunshine State One Call of Florida, Inc. (SSOCF), to file an excavation ticket for all subject areas prior to performing excavations.


Stantec will perform vacuum excavations at up to ten (10) locations within the areas of interest as designated by project engineer.


The deliverable item for this task will be field markings of each excavation together with a horizontal and vertical reference point for each excavation; excavation data sheets noting the utility type, size, material, and direction together with a measured depth from the top of utility to the established reference point; and photographs at each excavation.


The fee for this task includes an allocation for the survey of all excavation points.


700 Sub-consultant Services


Stantec has engaged the following sub-consultants to provide the required services. All sub-consultant services will be coordinated by Stantec. Delivery of these services are the responsibility of Stantec for all services.


701 Moffatt & Nichole


Refer to enclosed Attachment D for the proposed scope of services by Moffatt & Nichol for Marine Engineering Services.


702 S&ME


Refer to enclosed Attachment E for the proposed scope of services by S&ME for Geotechnical Engineering Services.


703 Axis Geospatial


Refer to enclosed Attachment F for the proposed scope of services by Axis Geospatial for Photogrammetric Mapping.


Stantec will contract with a qualified photogrammetrist to obtain ortho-rectified color imagery and topographic mapping through the use of LiDAR. The area of coverage will be that area shown in yellow on the attached diagram showing Survey Limits (approximately 136 acres). The mapping scale will be 1”=40’.


While LiDAR data will be captured within the entirety of the yellow perimeter, only the subject project area as outlined in red (approximately 35 acres) on the attached diagram will be processed for planimetrics and surface modeling. Mapping within other portions of the data capture area can be requested from the photogrammetrist for additional fees.


800 Special Requests/Contingencies (Allowance)


If requested, Stantec will provide other assistance and support services to the Client on an as needed basis. These services may include, but not be limited attending additional meetings, coordination with agencies, applying for permits or supporting permitting efforts, services during construction, design modifications during construction, etc. This service will be provided on a time and materials basis. Any additional services will be based on pre-approved scope and fee by the Client.


TIME OF PERFORMANCE


The professional services specified in this proposal to design, permit and provide the bid package for advertisement to the Port, will be delivered within 180 calendar days from notice to proceed.


GENERAL CONDITIONS AND UNDERSTANDINGS


  1. All communication will be through the Client.

  2. The proposed scope of services does not include services associated with Owner or Contractor requested revised design changes and/or re-permitting efforts during construction. Changes due to original design deficiencies will be addressed by Stantec.

  3. Client will provide/facilitate delivery of all the available plans in in digital format as well as AutoCAD files.

  4. If the work associated with the proposed improvements are delayed or put on hold for any reason, Stantec reserves the right to renegotiate this contract, including fee amount changes.

  5. The Client will supply Stantec with the detailed objectives and requirements.

  6. Any and all review application, permitting, impact and connection fees, if applicable, are to be paid by the Client. Stantec will provide the fee amount to the Client after the pre-application meetings with the agencies.

  7. Design and permitting of offsite roadway, storm or utility improvements which are outside of the project limits, such as water main extension to the County service point or addition of turn lanes on roads leading to the project, etc., are not included in this Scope of work. However, improvements required to deliver the complete project as it was scoped in the RFQ are included.

  8. Client will furnish Stantec with any readily available information pertaining to the subject project.


  9. The methods outlined herein for discovery and designation of subsurface utilities are consistent with industry recognized procedures. While such methods are effective, the potential exists that


    all underground utilities may not be discovered due to soil condition, water table, utility depth and utility placement (i.e. Utilities on top of one another).


    EXCLUDED SERVICES


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    The professional services required to deliver this project, as described in the RFQ, will be provided by Stantec under this Proposal/Agreement. However, services such as the ones listed below are not anticipated to be required for delivery of this project:


    • Environmental/Ecological Services such as Threatened and Endangered Species Survey, Unified Method for Assessment of Mitigation (UMAM), Wetland Impact Justification Report, etc.

    • Archaeological Services

    • Preparation of applications for rezoning, and land use amendments.

    • FEMA floodplain permitting, including the preparation of applications for a Letter of Map Revision (LOMR) or a Conditional Letter of Map Revision (CLOMR)

    • Design and permitting of a sanitary sewer list station

    • Traffic studies

    • Services associated with hazardous materials

    • Preparation of an application for a water use permit or well construction permits from SWFWMD. Preparation of an application for an irrigation water meter

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    • Preparation of colored renderings


FEES

The compensation to be paid to Stantec for providing the services described in the Scope of Services shall be the attached Fee Estimate. All times and material tasks/services will be invoiced in accordance with the enclosed schedule of fess. It should be noted that if the scope or duration of the project changes, Stantec will need to re-evaluate these fee amounts. All additional services will be invoiced on a time and material basis, unless Stantec and Client agree otherwise.


Attachment: Attachment “A” - Fee Estimate

Attachment “B” - Schedule of Hourly Rates Attachment “C” - Surveying Limits Exhibit Subconsultant Proposals

Attachment “D”- Moffatt & Nichol Attachment “E”- S&ME Attachment “F”- Axis Geospatial

ATTACHMENT "A"- FEE ESTIMATE

Port Manatee

Intermodal Carogo Yard Improvements Palmetto, Florida

TASK DEVELOPMENT


ACTIVITY


FEE TYPE

Total

Activity Fee

TASK

DESCRIPTION



200

Civil Engineering Services


201

Kick-off Meeting & Concept Developtment

Fixed

$14,312

202

Concept Review

Fixed

$6,496

203

Pre-Application Meetings

Fixed

$2,296

204

Plans Preparation

Fixed

$79,868

205

Plans Submittal

Fixed

$6,448

206

Project Meetings & Coordination

Fixed

$9,664


Subtotal


$119,084





210

Permitting



211

Permit Applications & Initial

Submittals

Fixed

$5,536

212

Agency Meetings, Negotiations &

Re-Submittals

Fixed

$11,200


Subtotal


$16,736





220

Bidding Services



221

Bidding Assistant Services

Fixed

$9,424


Subtotal


$9,424





230

Construction Support Services



231

Construction Phase Services

Fixed

$29,544


Subtotal


$29,544





300

Surveying & SUE Services



301

Control Survey

Fixed

$3,882

302

Topographic Survey

Fixed

$10,352

303

Subsurface Utility Investigation

Fixed

$3,600


304

Level "A" Excavation (10

Locations)

Fixed

$5,862


Subtotal


$23,696






TOTALS

Fixed

$198,484


TOTAL CONTRACT FEE COMPUTATIONS









SUB CONSULTANTS



701 M&N

Fixed

$92,370

702 S&ME

Fixed

$58,368

703 Axis Geospatial

Fixed

$24,356



$175,094




800 Special Requests/Contingency

T/M

$40,000




TOTAL MAXIMUM LIMITING FEE


$413,578


Stantec IMCY-Estimate-V002.xlsx 2/7/2019

image


Attachment BSCHEDULE OF HOURLY RATES

Effective January 1, 2019


Staff Title

Staff Level

Rate

Administrative Assistant

Level 3

$ 92.00

Sr. Administrative Assistant

Level 4

$ 102.00

Jr. CAD Tech.

Level 5

$ 116.00

Jr. CAD Teck/Intern

Level 6

$ 121.00

Construction Inspector/CAD Tech.

Level 7

$ 126.00

CAD Tech/Designer/Jr. Engineer.

Level 8

$ 137.00

Staff Engineer

Level 9

$ 142.00

Senior Designer/Project Engineer

Level 10

$ 147.00

Project Manger

Level 11

$ 158.00

Senior Project Engineer

Level 12

$ 166.00

Sr. Project Manager

Level 13

$ 175.00

Sr. Project Manager

Level 14

$ 185.00

Principal/Senior PM

Level 15

$ 196.00

Senior Principal

Level 16

$ 216.00

Sr. Principal/Vice President

Level 17

$ 224.00


Level 18

$ 232.00


Level 19

$ 240.00


Level 20

$ 250.00


Level 21

$ 265.00


1 Person Field Crew

$ 95.00


2 Person Field Crew

$ 125.00


3 Person Field Crew

$ 155.00


4 Person Field Crew

$ 175.00


Unit billings, such as printing and survey materials, will be billed at standard rates. All other out-of- pocket expenses will be billed at cost +10%.


Z:\billing_level_rates\2019\Schedule of Fees-2019_table-20181009.docx

image

Attachment "C"

Legend

Limits of Aerial Photography and LiDAR Data Capture Limits of Topographic Mapping

Proposed Cross Section


1000 ft

N

© 2018 Google


ATTACHMENT “D”


Moffatt & Nichol

image image


February 6, 2019

501 E. Kennedy Blvd, Suite 1910

Tampa, FL 33606


(813) 258-8818

www.moffattnichol.com


Mr. Hamid Sahebkar, P.E. Principal

Stantec Consulting Services, Inc

777 S Harbour Island Boulevard Suite 600 Tampa, FL 33602


Dear Hamid,


Thank you for including Moffatt & Nichol on your successful team for the planning and design of the cargo yard expansion at Port Manatee. Moffatt & Nichol (MN) prepared this scope of work and fee proposal based on the information provided and our conversations to provide planning and design services to support Stantec and the Port in the development of the uplands at the Port Manatee Cargo Yard.


This proposal includes planning services for various cargo types at the berth and subsequent design of site lighting and refrigerated container (reefer) plugs. We have excluded additional electrical design elements shown on the master plan (service building, switch gear, etc) but can provide a proposal for those items if needed.


Moffatt & Nichol looks forward to continuing our long-standing relationship with Stantec and working with you to strengthen your relationship with Port Manatee. Should you have any questions or comments, please don’t hesitate to contact me (mherrman@moffattnichol.com).


Sincerely,

MOFFATT & NICHOL


Michael N. Herrman, P.E. Senior Project Manager


TASK 1: Kickoff Meeting and Yard Planning


OBJECTIVE:


The objective of this task is to attend a kickoff and planning meeting with the design team and Port Staff to gather information regarding existing site conditions and to review design goals and schedule. This meeting is also expected to be used to understand Port cargo objectives for the yard’s development.

Information from this meeting will be used to develop the preliminary site layout for various cargo types reflecting the full build out of the site including the north parcel and east parcel. These cargo configurations will be used to confirm operational requirements and to identify potential utility location conflicts.


SCOPE:



TASK 2: Site Power, Refrigerated Container Plugs, and Lighting Design


OBJECTIVE:


Moffatt & Nichol will provide planning and design services for site electrical design for the uplands at the north parcel, approximately 4.5 acres, and east parcel, approximately 19 acres, including site electrical, site lighting, and refrigerated container plugs. The design will consider the layout of Berths 12 and 14 and the existing 10 acres of developed area. Moffatt & Nichol will coordinate with Port Manatee to lay out and design refrigerated container plugs on the site.


Bid documents will be prepared based on available budget as determined by Port Manatee. M&N will coordinate with the design team to identify the scope of the base bid plus additive alternatives to the bid that may be selected by the Port based on available budget.


SCOPE:


Site Electrical Coordination with Florida Power and Light (FPL)


TASK 4: CONSTRUCTION SUPPORT SERVICES


OBJECTIVE:

Construction Support Services (CSS) include ongoing review and resolution of questions with the Port and Contractor throughout the construction process. CSS includes meetings and site observation visits, review of shop drawings and catalog cuts, and responses to requests for additional information (RAIs) for conformance with the design intent and construction documents.


This scope of services is based on a 8 month construction schedule with one month of close-out services.


SCOPE:

The scope of work for this task is as follows:



The following summarizes the lump sum fee for this scope of work by task.


FEE SUMMARY:


Task 1: Kickoff and Planning

$

12,220.00

Task 2: Site Power, Refrigerated Container Plugs, and Lighting Design

$

57,700.00

Task 3: Bid Support Services

$

4,910.00

Task 4: Construction Support Services

$

17,540.00


Total $

92,370.00


ATTACHMENT “E” S&ME

TASK TITLE: Geotechnical Investigation Design Scope

OBJECTIVE:

Develop geotechnical recommendations and related parameters for the design of the expansion of the upland container storage area, high-mast lighting, and pavement design.


SCOPE:


FEE:

S&ME will provide the geotechnical design services presented above for a lump sum fee of

$45,787.50 as presented on Table 1. Additional services, if required and approved, will be performed at the listed unit rates.

S&ME TABLE 1

Port Manatee Container Terminal Expansion S&ME, Inc.

1484-19-001

GEOTECHNICAL INVESTIGATION DESIGN SCOPE

PROJECT ESTIMATE SUMMARY

==== ========================= ======== ========== ======== ======== ======== ======== ======= =========== PROFESSIONAL SERVICES

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

TASK TASK

NO. DESCRIPTION SUBTOTAL

Item Number

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

1 Project Management/Reporting $22,570.00

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




FIELD TESTING SERVICES


PROFESSIONAL SERVICES SUBTOTAL =

======== ======== ========


=======

$22,570.00

===========

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

Mobilization-Drill Rig Truck



1 Each @ $500.00


=


$500.00

SPT drilling - Land

0 - 50 feet

465 Feet @ $13.00

=

$6,045.00


50 - 100 feet

0 Feet @ $15.00

=

$0.00

Shelby tube

2

Each @

$160.00

=

$320.00

Grouting of boreholes

225

Feet @

$5.50

=

$1,237.50

Rig time - access, safety meetings, cleanup, etc.

0

Hours @

$350.00

=

$0.00

Engineer to stake SPTs/coordination

8

Hours @

$185.00

=

$1,480.00

Engineer for safety/drilling oversight

48

Hours @

$95.00

=

$ 4,560.00

Well Installation

30

Feet @

$35.00

=

$ 1,050.00

Bulk Samples

4

Each @

$50.00

=

$ 200.00


SUBTOTAL : $15,392.50

===========


LABORATORY TESTING SERVICES


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

Sieve analyses (wash #200)

20

Each @

$60.00

=

$1,200.00

Atterberg Limits

15

Each @

$95.00

=

$1,425.00

Natural Moisture Content

20

Each @

$10.00

=

$200.00

Consolidation test

2

Each @

$550.00

=

$1,100.00

LBR

4

Each @

$300.00

=

$1,200.00

Corrosion Series

10

Each @

$230.00

=

$2,300.00

Organic content

5

Each @

$80.00

=

$400.00


SUBTOTAL : $7,825.00

===========


TOTAL PROJECT COST ESTIMATE : $45,787.50

************* ************* ************* ************* *********** *****************

TASK TITLE: Construction Services Scope

OBJECTIVE:

Provide construction support to the design team during construction to consist of submittal review, progress meeting attendance as required, and site visits to observe implementation of our design recommendations.


SCOPE:


EXCLUSIONS:

No construction support services other than those listed above are included (no material testing or construction inspection).


FEE:

S&ME will provide the construction support services presented above for a not to exceed, unit rate fee of $12,580 as presented on Table 2. Additional time, if required and approved, will be invoiced at the listed unit rates.

S&ME TABLE 2

Port Manatee Container Terminal Expansion S&ME, Inc.

1484-19-001

CONSTRUCTION SERVICES SCOPE


PROJECT ESTIMATE SUMMARY

==== ========================= ======== ========== ======== ======== ======== ======== ======= =========== PROFESSIONAL SERVICES

------- ----------------- Principal Senior Proj. Proj. Staff DRAFT ACCT./

TASK Eng. Proj. Eng. Eng. III Eng. I Eng. III W.P. TASK NO. DESCRIPTION $210.00 $185.00 $165.00 $125.00 $95.00 $65.00 $50.00 SUBTOTAL

Item Number

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

1 Construction Support 68.0 $12,580.00

------- ------------------------------------------- --------------- ----------------- --------------- --------------- --------------- --------------- ------------- -------------------- SUMMARY OF HOURS 0 68 0 0 0 0 0

TOTAL PERSONNEL HOURS = 68

CONSTRUCTION PROFESSIONAL SERVICES TOTAL = $12,580.00

======== ======== ======== ======= ===========


ATTACHMENT “F”


Axis Geospatial

image



January 28, 2019


Mr. Mark Foster, PSM. Senior Project Manager Stantec

777 South Harbor Island Blvd Tampa, FL 33602-5729


RE: Port Manatee, HD-LiDAR & Orthoimagery Proposal, Manatee County

AXIS/MRG Estimate No. 19-0004 Dear Mark,

Thank you for choosing AXIS GeoSpatial SE. We appreciate your business and promise you the best in professionalism, quality and customer service. The following proposal has been prepared utilizing the latest industry technologies in accordance with the State of Florida Standards of Practice set forth in chapter 5J-17.


This proposal and quoted fees are based on concurrent acquisition of HD LiDAR and imagery for the Port Manatee project as defined in the .KMZ files provided in your emails of January 8, 2019 and January 25, 2019. The full site is approximately 141 acres of image coverage and approximately 38 acres of mapping.


In response to your request for a proposal for LiDAR, 1”=40’ scale mapping and digital orthoimagery for the Manatee site; AXIS has:


Prepared a HD-LiDAR flight plan to acquire ~ 29 ppm2 LiDAR data and 3-Band digital imagery with a 6 cm (GSD) pixel resolution, AGPS/IMU processing, raw data processing;

Estimated the level of effort for Strip Adjustments, Classification and QA/QC; Classifications to consist of Bare Earth DEM;

Estimated the effort to measure and process data to calculate an acceptable Aerotriangulation solution;

Estimated level of effort to create 3-band True Color Digital Ortho Imagery rectified and mosaicked with a pixel resolution of 0.5 ft.

Estimated the time and effort to compile 1”= 40’ scale planimetric mapping and DTM suitable for the generation of 1’ contours for each Site.


Deliverables


AXIS GeoSpatial SE calculated the proposal fees based on the polygon outlined in “blue” on the attached flight map and contained in the associated Google Earth.KML file.

image



The project schedule is based on current workload forecasts 30 days from date of proposal. Scheduling forecasts are subject to change based on current workload at the time of Authorization-to-Proceed.


Sum ma r y of W or k


AXIS GeoSpatial SE will simultaneously obtain LiDAR and color digital image data using a Riegl LMS- VQ1560i high density LiDAR sensor integrated with a 51.6mm Phase One Digital Camera. For this project we will use our fixed wing based platform with our LiDAR system yielding +/- 29 points per square meter (ppsm). Both Airborne GPS (ABGPS) and IMU data will be recorded during the LiDAR and digital image acquisition mission.


Upon receipt of the ground survey control values from Stantec, AXIS will prepare a fully automated analytical aerotriangulation (FAAT) solution to establish supplemental control for orienting individual photogrammetric stereo-models covering the site.


Using our first order analytical stereo plotting stations, AXIS will provide planimetric digital mapping for the project areas. Map scale will be 1”=40’. Visible planimetric features collected will include but not be limited to the following:


Roof outlines of buildings and other major structures, edge of pavement for all paved surfaces including curbs, drives, dirt roads and trails, sidewalks, concrete pads, tanks, fences and walls, signs, posts, bridges, bulkheads, utility poles, poles, manholes, storm drainage structures, fire hydrants, valves, risers, ditches, trees, brush, bridges and visible indications of other utility systems.

Another step in the QA/QC process will be the elimination and editing out of all bare earth points that do not appear to be hitting the ground. Contours at a 1’ interval will also be generated and checked for spikes, data compatibility issues and/or abnormalities and corrected prior to preparing the deliverable DTM dataset. Contours are not a deliverable item.


In areas that may be obscured, AXIS will show these with a closed polygon layer and labeled as “Obscured”. Such areas will be an indication that the contours and/or LiDAR bare earth data may not meet the required vertical accuracy standard and as such, will require field verification prior to any design or construction.


A CAD Edit will be performed to verify and confirm the database contents and layering structure. Orthophotos will also be generated so all data may be reviewed by our Florida Registered Surveyor and Mapper. Data will be reviewed for completeness and accuracy.


Translation and delivery of the planimetric database will be on via FTP in AutoCAD format.


Color digital orthophotos will be produced at for the project area. The digital color imagery will be ortho- rectified using the control, analytical triangulation points and the bare earth data set. Pixel size will be

0.5 feet. These images will be delivered in .tif format along with a .tfw file for geo-referencing.


Ground Surv e y Cont rol


AXIS understands that Stantec will provide all necessary ground survey control for this project. Stantec’s responsibilities shall be performed with reference to positions selected and/or approved by AXIS and the Stantec.

image


image

We have indicated in the .kml file , a total of four (4) horizontal and vertical control locations.

One (1) of the points (HV-03) will require that an aerial target be set and maintained until the acquisition has taken place. Points HV-01, HV-02 and HV-04 are photo-identifiable features. AXIS requests that a digital photo be taken of each point and provided to AXIS.


AXIS requests the control survey data be accompanied by a signed and sealed report certified to Florida Standards of Practice under Chapter 5J-17. The control information and datum supplied will be the basis for controlling the photography for the digital mapping.


Survey Accuracy


Final map documents delivered pursuant to this agreement, where applicable, shall comply with the requirements of the State of Florida Standards of Practice set forth in Chapter 5J-17. A final signed and sealed map report will be provided to Stantec upon completion of the project.


For acquiring the LiDAR and Color Imagery, processing and classifying the LiDAR, aerotriangulation, color digital ortho-imagery files and planimetric mapping for the original and added area, the AXIS fee is $24,356.00 (Twenty-four thousand, three hundred, fifty-six dollars).

If this proposal letter is acceptable, a standard Stantec subconsultant agreement is acceptable. If it is not, please inform AXIS of your desired revisions so that a revised proposal may be presented to you.


We appreciate this opportunity to provide services and products in support of your project. As always, we look forward to working with you on this project.

Sincerely,

7

Axis GeoSpatial SE, LLC


John E. Lesko II, CP, PMP, PSM

Vice-President


-

1450 N US Highway 1, Suite 300 Ormond Beach, FL PH 386.439.4848 www.axisgeospatial.com- -

image

[17] 345500 [17] 346000 [17] 346500



3057500


3057000


3056500


305750


305700


305650


Port Manatee

AXIS-MRG 19-0004



3056000

Altitude:

2201 feet

Total models:

21

Control Points:

4


305600


Focal Length:

Pixel size:

51.60mm

0.060m

Total photos:

LiDAR Sensor:

24

RiegI VQ1560i

Project Area:

138 acres



Lateral overlap:

30%

Image Sensor:

Phase One IXU 1800





Forward overlap:

62%

Point Density; Ave:

29 ppms





Photo base:

198m

Point Spacing; Ave:

.25 m





Total length:

2.2nm

Pulse Rate:

1000 kHz/channel





Total lines:

3

Swath Width:

751 m





[17] 345500 [17] 346000 [17] 346500

image

Proposal for Services


Date:

1/28/2019


BILL TO:

Stantec

777 S Harbour Island Boulevard Suite 600

Tampa, FL 33602

Attn: Mark H. Foster, PSM

PROJECT: Port Manatee

AXIS PROPOSAL - OPTION # 19-0004

28640 Mary's Court, STE 200

Easton, MD 21601 ( Fax ) 410.822.6225


AXIS Rep:

John Lesko

Office Direct:

410.822.1441 x220

Mobile:

410.353.4166

Email:

jlesko@axisgeospatial.com


Task / Deliverables Description

GEOREFERENCED AIRBORNE DATA

FEE

Airborne data acquisition of LiDAR and digital stereo imagery; see attached F&C for specific mission details.

$ 16,262.00

Client will provide land surveying services for required aerial, pre-targeted, control points; see attached F&C for


specific details.


Digital AeroTriangulation of imagery for feature extraction and digital orthoimagery


$ 400.00

LiDAR processing labor for AGPS processing, calibration of independent LiDAR strips and final datum adjustment

$ 2,000.00

LiDAR processing labor for bare earth classification;

$ 1,000.00


MAPPING DELIVERABLE PRODUCTION


Feature extraction for 1" = 40' Planimetric data and breaklines for "Original Area" (Orange Polygon);

$ 2,112.00

Feature extraction for 1" = 40' Planimetric data and breaklines for "Added Area" (Green Polygon);

$ 352.00

Map Production / Finishing Labor for 1" = 40' Planimetric data and DTM to support 1' contours for AutoCAD format; "Original Area" (Orange Area)


$ 800.00

Map Production / Finishing Labor for 1" = 40' Planimetric data and DTM to support 1' contours for AutoCAD format; "Added Area Area" (Green Area)


$ 150.00

Processing for RGB, 8-bit per channel, digital orthoimage tiles in GeoTIFF format with a pixel resolution of 0.5' (GSD);

$ 624.00


MISCELLANEOUS


Project Administration and Management

$ 246.00

Shipping & Handling via UPS or FTP

$ 50.00

Production Management

$ 360.00


Delivery Time: Scheduled at Notice to Proceed

Total Fixed-Fee: $ 24,356.00


Acceptance Signature & Date:


Client Project Number & Name:


Proposal and contracted services subject to AXIS GeoSpatial LLC Terms & Conditions

Attachment B Schedule of Values

Port Manatee Professional Engineering Services Contract Intermodal Cargo Yard Improvements

Stantec Consulting Services, Inc.


Geotech for design is S&ME. Surveying includes Axis Geospatial.

Design includes Moffatt & Nichol Tasks 1 and 2. Bidding includes Moffatt & Nichol Task 3.

Construction phase engineering includes Moffatt & Nichol Task 4.

Milestones

Port Manatee Professional Engineering Services Contract Intermodal Cargo Yard Improvements

Stantec Consulting Services, Inc.


Final bid package: 180 days after Notice to Proceed.

TRUTH IN NEGOTIATION CERTIFICATE


This Certificate is executed and given by the undersigned as a condition precedent to entering into this Contract:


“Stantec Consulting Services, Inc.”


pursuant to the Port Manatee Professional Engineering Services Contract for the Intermodal Cargo Yard Improvements project with the Manatee County Port Authority.


Before me, the undersigned authority personally appeared, who having knowledge as to the facts and statement in this Truth In Negotiation Certificate after duly sworn, deposes and states under oath that:


  1. This Certificate must be attached to and constitute an integral part of the contract as provided in Florida Statute 287.055(5)(a).

  2. The undersigned hereby certifies that the wage rate and other factual unit costs supporting the compensation on which this contract is established are accurate, complete, and current on the date set forth in this Truth In Negotiation Certificate.

  3. The truth of statements made in this Truth In Negotiation Certificate may be relied upon by the Manatee County Port Authority and the undersigned is fully advised of the legal effect and obligations imposed upon him by the execution of this instrument under oath.

  4. The original contract price and any additional thereto will be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to in accurate, incomplete, or noncurrent wage rates and other factual unit costs.


Executed on behalf of the Party to the Port Manatee Professional Engineering Services Contract referred to as the Consultant, doing business as:


Stantec Consulting Services, Inc.


By: (Signature, Name)


Title:


The foregoing instrument was acknowledged and executed before me by the above signed on the day of , 20 .


NOTARY SEAL:

image

Port Manatee Professional Engineering Services Contract Pavement Improvements


MANATEE COUNTY PORT AUTHORITY,


a political entity of the State of Florida, with offices located at Port Manatee, 300 Tampa Bay Way, Palmetto, FL 34221, hereinafter referred to as the “Authority”, and


Terracon,


an engineering firm, with its principle place of business located at 8260 Vico Court, Unit B, Sarasota, FL 34240-7844, hereinafter referred to as the “Consultant,” for and in consideration of the mutual covenants of this Contract and other good and valuable consideration hereby agree as follows:


ARTICLE 1. CONTRACT DOCUMENTS: This Contract consists of this document including attachments, the RFQ, and Consultant’s response to the RFQ, as if all components were set forth herein verbatim. In the event of a conflict between the terms and conditions provided in this document including the attachments and the RFQ or response, the provisions in this document will prevail. No amendment will be effective until and unless reduced to writing and executed by the Parties.


To the extent that the incorporated proposal addresses any terms inconsistent with the terms of this main Contract document, the inconsistent proposal terms do not apply.


ARTICLE 2. SCOPE OF SERVICE: The Consultant will provide services as described in Attachment A: Scope of Services.


The Scope of Services includes all professional services related to the stated discipline considered necessary to complete the project.


The Consultant shall perform all services in accordance with generally accepted professional standards. No other warranty, express or implied, is made or intended. The Consultant shall perform all services as expeditiously as is consistent with professional skill and care and the orderly progress of the work. All work of any kind, must conform to and be in compliance with, and the consultant shall be familiar with applicable codes, laws, ordinances, regulations and restrictions, guidelines, standards, procedures and directives.


The Consultant recognizes that funding for this project is being made from the Florida Department of Transportation (the “FDOT”), pursuant to Grant Agreement, Financial Project Number 444277-1-94-01, Contract Number G1531, for Port Manatee’s rehabilitation and upgrade of roadway initiative (the “Grant”). Consultant has reviewed the Grant and agrees to comply with all of the requirements under the Grant and complete the Engineer’s Certification of Compliance to the Department if required by the Authority or FDOT. Failure of the Consultant to comply with any provision of the Grant will be grounds for immediate termination of this Contract and potential liability to the Port for loss of grant money.


ARTICLE 3. COMPENSATION: The Authority shall pay the Consultant for services performed or rendered for the Authority pursuant to the terms of this contract the amount applicable to the portion of the services completed pursuant to the contract, including but not limited to the related reimbursable expenses if applicable. The amount of compensation paid to the Consultant shall in no event exceed the amount set forth in the contract. The amount of per diem and travel expenses paid by the Authority to the Consultant must be limited to the extent set forth in Section 112.061 of the Florida Statutes if applicable. Payment may be made by the Authority to the Consultant based upon invoices or statements periodically (but no more than once a month) and timely submitted by the Consultant to the Authority that sufficiently document, itemize, and report all compensation expenses claimed. Recognizing that the Authority is a public entity, the Consultant shall provide all of the necessary documents and records to the Authority, the Clerk of the Circuit Court of Manatee County, Florida on behalf of the Authority, and to any independent auditor of the Authority upon request, as necessary pursuant to acceptable accounting standards applicable to public bodies and to provide the necessary audit trail and justification for the Authority paying said compensation and expenses.


Compensation to the Consultant will be computed based on the percentage completed of each task listed in Attachment A: Scope of Services and the total value of each task set forth in Attachment B: Schedule of Values. Said compensation will be the total compensation for the services and must contain all costs to include salaries, office operation, transportation, equipment, overhead, general and administrative, incidental expenses, fringe benefits and operating margin.


“Task,” as used in the Contract, refers to particular categories/groupings of services.


ARTICLE 4. REIMBURSABLE EXPENSES: All costs of providing the Scope of Services will be the responsibility of the Consultant with no separate reimbursement by the Authority for any direct costs.


ARTICLE 5. SUBCONTRACTORS AND SUBCONSULTANTS: TranSystems is approved as a subconsultant. The Consultant may not sublet, assign or transfer any work under this Contract to another associated firm, a subcontractor or a Subconsultant without the prior written consent of the Authority in an amendatory PSA. The Consultant shall require all associated engineering firms, subcontractors and Subconsultants to adhere to the appropriate provisions of this Contract and the utilization of any such associated engineering firm, subcontractor or Subconsultant by the Consultant will not relieve the Consultant from any liability or responsibility to the Authority pursuant to the provisions of this Contract or any duly executed PSA.


ARTICLE 6. AUTHORIZATION OF OPTIONAL OR ALTERNATIVE PROFESSIONAL

SERVICES: The Consultant shall provide services described in Attachment A: Scope of Services as optional or alternative only after receipt of written specific authorization from the individual or individuals authorized pursuant to the “Contract Administration” section of this Contract.

ARTICLE 7. AUTHORIZATION OF ADDITIONAL PROFESSIONAL SERVICES: The

Consultant shall provide additional services beyond the initial Scope of Services only after receipt of a written Professional Services Authorization (PSA) issued in accordance with this Contract in the attached form. PSAs must be signed by the Consultant and the Authority and will constitute supplemental agreements entered into under the terms and conditions of this Contract.


Each PSA must establish the following:


  1. A PSA number;

  2. A title for the project;

  3. A general description of the purpose of the work;

  4. A clear and concise description of each item of the scope of the services to be performed in sufficient detail to reasonably assure both Parties as to the extent and cost of each service to be performed;

  5. The scope items to which a lump sum fee applies and the total compensation that will be paid to the Consultant by the Authority for completion of the project services;

  6. The scope items to which time charges apply and the maximum total compensation amount to which they are limited for each scope item;

  7. The maximum total amount to which reimbursement of related expenses is limited;

  8. Deliverables;

  9. The committed date of completion of the services, with intermediate milestone dates where appropriate;

  10. Subconsultants to be utilized, the scope items in which they will be involved, and the above-referenced fees and expenses attributable to them;

  11. Any additional details that may be required to describe the duties and obligations of the Parties with respect to a particular PSA.


The Executive Director of Port Manatee may approve on behalf of the Authority additional services PSA where the total fee, reimbursable expenses and other compensation to the Consultant do not exceed the threshold amount set forth in the Manatee County Port Authority Procurement Policy, as amended from time to time. Any single PSA in excess of the specified threshold amount may not be effected, unless and until the document has been approved by the Authority and signed on behalf of the Authority. The PSA may not be purposefully divided to increase the delegated authority provided to the Executive Director.


The Parties shall negotiate in good faith the terms of each proposed additional services PSA. If the Parties are not able to negotiate in good faith the terms of a particular proposed PSA, no services shall be performed by the Consultant in reliance thereon.


Services that would be reasonably expected to be necessary at the time of initial contracting, such as services the need for which is not contingent on factors yet to be determined, do not qualify for additional fees.


Consultant acknowledges and agrees that time is of the essence with respect to its performance under this Contract and any PSA.


If the project described in any PSA is suspended, canceled, or abandoned by the Authority, without affecting any other PSA or this Contract, the Consultant must be given seven (7) calendar days prior written notice of such action and shall be compensated for professional services provided up to the date of suspension, cancellation or abandonment.


Port Authority approval of the Contract and any related PSA is subject to FDOT approval pursuant to terms of the applicable grants.


ARTICLE 8. AUTHORITY COOPERATION: The Authority shall, at its sole cost, furnish to the Consultant all reasonably available books, plans, records, studies and other documents and information in the possession of the Authority to assist the Consultant in performing services pursuant to this Contract. The Authority does not warrant the accuracy or completeness of the information authored by third parties. The Consultant is responsible for independently verifying the information contained in the documents provided.


ARTICLE 9. PROPERTY OF THE AUTHORITY: All reports, studies, plans, specifications, maps and data prepared or obtained by the Consultant pursuant to any duly executed PSA must become the property of the Authority and must be made available to the Authority upon request at any reasonable time, including all finished or unfinished documents and other data prepared or obtained by the Consultant upon the termination of this Contract in whole or in part. Consultant may not be held liable for the accuracy or reliability of any partially completed work clearly identified as partially completed and delivered in accordance with this provision. The Consultant will have the right to retain reproducible copies of said documents or other data. Any reuse of said documents or other data by the Authority without written verification or adaptation by the Consultant for the specific use intended will be at the sole risk of the Authority and without liability or legal exposure to the Consultant.


ARTICLE 10. CONTRACT ADMINISTRATION: The Authority hereby authorizes the Executive Director of Port Manatee to administer the terms and conditions of this Contract on behalf of the Authority and to make all managerial decisions on behalf of the Authority as they relate to the provisions of this Contract. The Executive Director has the authority to transmit instructions, receive information, interpret and define the policy of the Authority and decisions pertinent to services covered by this Contract. The Executive Director has the right from time to time to designate such other employee of the Authority as the Executive Director may deem advisable to perform administrative and managerial functions as they relate to provisions of this Contract. For the purposes of this contract, the Senior Director of Planning, Engineering & Environmental Affairs is the designated Contract Manager.


ARTICLE 11. NOTICE: Any notice or other writings permitted or required to be delivered under the provisions of this Contract must be in writing and be delivered by sending the notice by personal delivery, electronic mail, U.S. regular mail, or U.S. express mail in any event with sufficient postage affixed, and addressed as follows:


If to Authority:


Manatee County Port Authority 300 Tampa Bay Way

Palmetto, FL 34221 Attention: Executive Director

Email: cbuqueras@portmanatee.com If to Consultant:

Scott N. Parrish, P.E. Office Manager Terracon

8260 Vico Ct., Unit B Sarasota, Florida 34240

D (941) 256-0512

M (941) 809-8071

Scott.Parrish@Terracon.com


Either party may change said address by notice in writing to the other party in the manner provided in this Contract.


ARTICLE 12. ACCESS TO THE PORT: Access to Port Manatee is controlled pursuant to seaport security requirements that change from time to time to comply with applicable governing laws, rules and regulations. The Consultant is responsible for compliance with all of the applicable seaport security requirements, including obtaining Transportation Worker Identification Credentials (TWIC) as necessary for access to the Port to perform the services pursuant to this Contract. Port Manatee Security Access Control at (941) 722-6455 is the appropriate contact for information on the latest requirements. Escorts needed due to lack of TWIC credentials will not be provided by the Authority.


ARTICLE 13. AUTHORITY REPRESENTATIONS: The Authority owns and operates public seaport facilities in northwest Manatee County, Florida, known as “Port Manatee.”


The Authority conducted public announcement, qualification, competitive selection and competitive negotiation procedures for this contract in accordance with Section 287.055 of the Florida Statutes, the Consultants’ Competitive Negotiation Act (CCNA). The request for proposals (RFQ-2-0-2019/GI, Pavement Improvements) (the “RFQ”) was publicly advertised on November 1, 2018. 6 submittals were received by the deadline, including the Consultant’s submittal. The submittals were publicly opened on December 11, 2018. An Evaluation Committee met publicly on January 8, 2019, and reached consensus on the short lists. The Authority certified the short-listed firms, which included the Consultant, as qualified and authorized negotiation of the continuing contracts at its January 17, 2018, public meeting.


The Authority has determined that it is necessary, expedient, and in its best interest to enter into this Contract with the Consultant for the performance of professional consulting services in connection with Port Manatee.


ARTICLE 14. CONSULTANT REPRESENTATIONS: The Consultant submitted and stands behind its submittal in response to the above RFQ as accepted into the record of the Authority on December 11, 2018, with the knowledge that the Authority is relying thereon as an inducement for entering into this Contract. The Consultant acknowledges that the Authority also relied upon the Consultant’s representations identified in this Contract as an inducement for entering into this Contract.


The Consultant is legally authorized to and, by capacity and experience, is qualified to perform and render all of the professional consulting engineering services identified in this Contract and the professional qualifications of the Consultant was material inducement for the Authority to enter into this Contract with the Consultant.


The Consultant, in representing the Authority, shall promote the best interest of the Authority and assume towards the Authority a responsible professional relationship consistent with mutual confidence and fair dealing between Consultant and the Authority.


The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Contract and that is has not paid or agreed to pay any persons, company, corporation, individual or firm, other than a bona fide employee working for the Consultant any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.

Consultant represents that it has complied with the provision of Section 287.055(6) of the Florida Statutes.


The Consultant currently has no potential or actual conflict of interest with respect to providing professional services to the Authority. The Consultant agrees to notify the Authority in writing of any commitments during the term of this Contract which may constitute a potential or actual conflict of interest with respect to the professional services to be performed for the Authority. The Consultant agrees that it must not knowingly engage in any contractual or professional obligations that create an appearance of a conflict of interest with respect to the service provided pursuant to this Contract.


ARTICLE 15. PROFESSIONAL SERVICES AUTHORIZATIONS FOR ADDITIONAL

SERVICES: If the Parties are not able to negotiate in good faith the terms of a particular proposed additional services PSA, the Authority reserves the right, without prejudice to this Contract, to negotiate for the performance of said services by another qualified firm.


The Authority reserves the right to enter into contracts with other firms for similar services and negotiate with separate firms for separate parts of a single project. The Consultant is not promised or guaranteed any amount of additional work or fees as part of this Contract.


ARTICLE 16. SUPPLEMENTAL SERVICES: It is the intention of this Contract to provide for the performance and rendering of professional consulting services supplemental to any professional consulting services rendered or performed by any other consultant for the Authority.

ARTICLE 17. TERMINATION: The Contract remains effective until the work is completed or the Contract is otherwise terminated.


If the Authority determines that the Contract should be terminated based on the Consultant’s performance, it may terminate the Contract or make such modification to this Contract as the Authority may deem appropriate and to which the Consultant may agree. If the Authority determines that the performance of the Consultant is not satisfactory, the Authority may: 1) immediately terminating the Contract, or 2) notifying the Consultant of the deficiency with a requirement that the deficiency be corrected within a specified time otherwise the Contract will be terminated at the end of specified time. The Consultant will be paid only for that work satisfactorily performed for which costs can be substantiated. All work in progress will become the property of the Authority and will be promptly delivered to the Authority by the Consultant.


This Contract may be terminated in its entirety by either party giving at least 30 calendar days prior written notice to the other party. If the Contract is terminated, the Consultant must continue to perform for the remaining 30 day time period in accordance with all previous issued PSAs, except to the extent Consultant is directed by Authority in writing to cease performance of any or all such previously issued PSAs. The Consultant will be entitled to compensation for all services rendered or performed on outstanding PSAs through the date of the termination together with all costs and expenses incurred in connection therewith, but the Consultant will not be entitled to any other or further recovery against the Authority, including, but not limited to, anticipated fees or profit on services not required to be performed. The Authority shall determine that portion of the fee earned for any incomplete PSA based on the ratio of such part of the PSA that has been completed relative to the entire PSA. Any such determination must be made in the Authority’s sole discretion.


The Consultant will be considered in material default of this Contract and such default will be considered cause for the Authority to terminate this Contract, in whole or in part, for any of the following reasons: (a) failure to begin services authorized under any particular PSA within the time specified in that PSA, or (b) failure to properly and timely perform the services required hereunder or as directed by the Authority, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by Consultant or by any of Consultant’s principals, partners, officers or directors, or (d) failure to provide access to public records, or (e) failure to comply with the Grant, or (f) having been found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel, or (g) failure to obey and comply with any applicable laws, ordinances, regulations, agency agreements or other codes of conduct, or (h) Consultant otherwise materially breaches this Contract. In any such event, the Authority may terminate this Contract, in whole or in part, by giving Consultant seven (7)

calendar days’ written notice. In the event of any such termination, the Authority will not be obligated to make any further payments to Consultant until such time as the Authority has determined all direct costs, expenses, losses and damages which the Authority may have incurred as a result of such default by Consultant, whereupon the Authority will be entitled to set off all costs, expenses, losses and damages so incurred by the Authority against any amounts due Consultant for services properly performed.

ARTICLE 18. MILESTONES: Milestones and related deadlines are shown in Attachment C: Milestones. Work not completed by its deadline will be deemed unsatisfactorily performed for the purposes of applying the standard in the Termination section. The authorization of optional scope items will not delay or extend any milestone or deadline in any way.


ARTICLE 19. QUALITY OF PROFESSIONAL CONSULTING SERVICES: The services

must be performed by the Consultant to the reasonable satisfaction of the Authority and all questions, difficulties and disputes of any nature whatsoever that may arise under or by reason of this Contract, any duly executed PSA, the prosecution fulfillment of the services in this Contract and the character, quality, amount and value thereof which cannot be settled by mutual agreement of the Parties will be settled by recourse to litigation under Florida law in the appropriate court in Manatee County, Florida.


ARTICLE 20. INDEMNIFICATION: To the greatest extent permitted by law, the Consultant shall indemnify, save and hold harmless the Authority, its officers, directors, employees, and agents from and against claims, causes of action, lawsuits, damages, judgments, losses and expenses, whether direct, indirect or consequential, including but not limited to, bodily injury, sickness, disease or death, personal injury, or injury to or destruction of tangible property, including loss of use, to the extent such claims are caused by the negligent or reckless acts or errors or omissions, or wrongful or willful acts by the Consultant, any Subconsultant or any other person or organization employed by Consultant to perform or furnish any of the services required hereunder, or anyone for whose acts any of them may be liable. This indemnity must include, but not be limited to, reasonable charges of engineers, attorneys, legal assistants, and other professionals, and costs of both defense and appeal in a court of law, or arbitration, or other tribunal, for any reason. This indemnification must also include claims, damages, losses and expenses, including reasonable attorneys’, experts’, and legal assistants’ fees and costs, to the extent caused by infringement of patents or copyrights, or public record violations incident to providing the services required hereunder. It is specifically understood and agreed that this indemnification agreement does not cover or indemnify the Authority for its own negligence.

This Indemnification provision must survive completion or termination of this Contract.


To the fullest extent permitted by law, the Consultant 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 des, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the Consultant an person employed or utilized by the Consultant in the performance of this Contract. This indemnification survives termination of this Contract.

Nothing contain n this paragraph is intended to nor will it constitute a waiver of the State of Florida and the Authority’s sovereign immunity.

ARTICLE 21. INSURANCE: During the term of the Contract, the Consultant shall provide, pay for, and maintain with insurance companies satisfactory to the Authority, the types of insurance described in this Contract. All insurance must be from responsible insurance companies eligible to do business in the State of Florida. The required policies of insurance must be performable in Manatee County, Florida, and shall be construed in accordance with the laws of the State of Florida.


The Authority must be specifically included as an Additional Insured on the Consultant’s Commercial General Liability, Umbrella Liability and Business Automobile Liability policies and must also provide the "Severability of Interest" provision (a/k/a "Separation of Insured’s" provision). The Authority’s additional insured status should be extended to the Completed Operations coverage. ISO’s standard “Blanket Additional Insured” will not be acceptable.


The Consultant shall deliver to the Authority, prior to the Authority issuing the PSA, properly executed "Certificate(s) of Insurance,” setting forth the insurance coverage and limits required in this Contract. The Certificates must be personally, manually signed by the authorized representative of the insurance company(s) shown on the Certificate of Insurance. In addition, certified, true and exact copies of the insurance policies required in this Contract must be provided the Authority, on a timely basis, if requested by the Authority.


The Consultant shall take immediate steps to make up any impairment to any Aggregate Policy Limit upon notification of the impairment. If at any time the Authority requests a written statement from the insurance company(s) as to any impairment to the Aggregate Limit, the Consultant shall promptly authorize and have delivered such statement to the Authority.


The Consultant authorizes the Authority and/or the Authority’s insurance consultant to confirm all information furnished to the Authority, as to its compliance with its Bonds and Insurance Requirements, with the Consultant’s insurance agents, brokers, surety, and insurance carriers. The insurance coverage required of the Consultant must be primary to any insurance or self-

insurance program carried by the Authority. The Authority’s insurance or self-insurance programs or coverage must not be contributory with any insurance required of the Consultant in this Contract.


The acceptance of delivery to the Authority of any Certificate of Insurance evidencing the insurance coverage and limits required in the Contract does not constitute approval or agreement by the Authority that the insurance requirements in the Contract have been met or that the insurance policies shown in the Certificates of Insurance comply with the Contract requirements.


No work governed by this contract or occupancy of the premises owned or occupied by the Authority may commence at the site unless and until the required Certificate(s) of Insurance are in effect and the PSA and written Notice to Proceed are issued to the Consultant by the Authority.


The insurance coverage and limits required of the Consultant under this Contract are designed to meet the minimum requirements of the Authority. They are not designed as a recommended insurance program for the Consultant. The Consultant alone will be responsible for the

sufficiency of its own insurance program. Should the Consultant have any question concerning its exposures to loss under this Contract or the possible insurance coverage needed therefore, it should seek professional assistance.


The Authority and its Tenants may continue to operate their businesses on the Authority’s premises during the activities of the Consultant. No property used in connection with their activities may be considered by the Consultant’s insurance company as being in the care, custody, or control of the Consultant.


Should any of the required insurances specified in this Contract provide for a deductible, self- insured retention, self-insured amount, or any scheme other than a fully insured program, and the insurance company providing the coverage will not agree in writing to pay the deductible or retention including the costs of defense as provided for in its policy without consideration of the deductible or retention in the settlement of insured claims, then the Consultant agrees, if required by the Authority, to provide, pay for, and maintain a surety bond acceptable to the Authority from an insurance company acceptable to the Authority (or a standby irrevocable Letter of Credit acceptable to the Authority) in the amount of the deductible or retention, guaranteeing payment of the deductible or retention. Said guarantee is to continue for four (4) years following completion of the Work.


All of the required insurance coverage must be issued as required by law and shall be endorsed, where necessary, to comply with the minimum requirements contained in this Contract.


Consultant shall give the Authority thirty (30) calendar days advance written notice of any cancellation, intent not to renew any policy and/or any change that will reduce the insurance coverage required in this Contract, except for the application of the Aggregate Limits Provisions.


Renewal Certificate(s) of Insurance must be provided to the Authority at least twenty (20) calendar days prior to expiration of current coverage so that there will be no interruption in the work due to lack of proof of the insurance coverage required of the Consultant in this Contract. If the Consultant fails to provide or maintain the insurance coverage required in this Contract at any time during the term of the Contract, the Authority may terminate or suspend this Contract.


If the Consultant utilizes contractors or sub-contractors to perform any work governed by this Contract, the Consultant will ensure all contractors and sub-contractors maintain the same types and amounts of insurance required of the Consultant. In addition, the Consultant will ensure that the contractors and sub-contractors insurances comply with all of the Insurance Requirements specified for the Consultant contained within this Contract. The Consultant shall obtain Certificates of Insurance comparable to those required of the Consultant from all contractors and sub-contractors. Such Certificates of Insurances must be presented to Authority prior to the subcontractor beginning work.


SPECIFIC INSURANCE COVERAGES AND LIMITS:

The Consultant must comply with all requirements in this Insurance Section in full unless excused from compliance in writing by the Authority. The amounts and types of insurance must conform to the following minimum requirements. Current Insurance Service Office (ISO) or

National Council on Compensation Insurance (NCCI) policies, forms, and endorsements or broader must be used where applicable. Notwithstanding the foregoing, the wording of all policies, forms, and endorsements must be acceptable to the Authority.


Workers' Compensation and Employers' Liability Insurance must be maintained in force during the term of this Contract for all employees engaged in this work under this Contract, in accordance with the laws of the State of Florida. The minimum acceptable limits are:


Workers' Compensation: Florida Statutory Requirements Employer's Liability: $1,000,000.00 Limit Each Accident

$1,000,000.00 Limit Disease Aggregate

$1,000,000.00 Limit Disease Each Employee


USL&H Coverage must be maintained by the Consultant if any of the work governed by this Contract or any of the Consultant’s employees may be entitled to benefits specified in the United States Longshoremen and Harbor Workers (USL&H) Act (33 USC sections 901-950). The minimum acceptable limits under such coverage must be no less than $1,000,000.


Jones Act Coverage must be maintained by the Consultant if any of the work governed by this Contract involves the use of any watercraft (regardless of size). Such coverage must comply with the Federal Jones Act (46 U.S.C.A, subsection 688). The minimum acceptable limits under such coverage must be no less than $1,000,000.


Commercial General Liability Insurance must be maintained by the Consultant on the Full Occurrence Form. Coverage must include but not be limited to Premises and Operations, Personal Injury, Contractual Liability, Independent Contractors, Broad Form Property Damage, and Products & Completed Operations Coverage and may not exclude coverage for the "X" (explosion), "C (collapse) and "U" (underground) Property Damage Liability exposures. Limits of coverage must not be less than:


Bodily Injury & Property Damage Liability: $1,000,000.00 Combined Single Limit each occurrence and aggregate.


Completed Operations Liability Coverage must be maintained by the Consultant for a period of not less than four (4) years following Final Completion and Acceptance by the Authority.


The use of an Excess and/or Umbrella policy will be acceptable if the level of protection provided by the Excess and/or Umbrella policy is no less restrictive then the Primary General Liability policy.


Business Automobile Liability Insurance must be maintained by the Consultant as to ownership, maintenance, use, loading and unloading of all owned, non-owned, leased or hired vehicles with limits of not less than:


Bodily Injury: $1,000,000.00 Limit Each Accident

Property Damage Liability: $1,000,000.00 Limit Each Accident


or


Bodily Injury & Property Damage Liability: $1,000,000.00 Combined Single Limit Each Accident


Professional Liability Insurance must be maintained by the Consultant that will respond to claims arising out of any professional services provided by the Consultant. The minimum acceptable limits of such coverage must be $2,000,000 per claim and in aggregate and must be maintained for a minimum of 4 years following the termination of this agreement.


The Consultant must maintain Watercraft Liability Insurance if any of the services provided by the Consultant or any of its sub-consultants require the use of any watercraft that is in excess of 26 feet in length. The minimum acceptable limits of such coverage must be $1,000,000.


The Consultant must maintain Aircraft Liability Insurance if any of the services provided by the Consultant or any of its sub-contractors require the use of any aircraft. The minimum acceptable limits of such coverage must be $1,000,000.


ARTICLE 22. PROFESSIONAL LIABILITY: The Consultant recognizes that the registered persons practicing engineering with the Consultant as provided in Chapter 471 of the Florida Statutes are not relieved from personal liability for their professional acts and each registered person practicing engineering with the Consultant who performs consulting engineering services for the Authority pursuant to this Contract or any particular PSA will be liable in accordance with section 471.023(3) of the Florida Statutes.


ARTICLE 23. LEGAL RESTRAINTS AND LIMITATIONS: The Consultant acknowledges that the Authority, as a unit of local government and as a subdivision of the State of Florida, is subject to controls, limitations, regulations and restraints imposed or administered pursuant to numerous applicable laws, ordinances, agreements, rules and regulations of federal, state, regional and certain local jurisdictions, governmental agencies or authorities. Additionally, the Consultant acknowledges that the Authority often receives grants and participates in grant or funding agreements from federal and state agencies. All services rendered or performed by the Consultant pursuant to any duly executed PSA will be in conformance therewith.


In performing services, Consultant must be responsible for identifying and assisting the Authority in obtaining all permits necessary to complete the services.


The Authority retains the Consultant only for the purposes and to the extent set forth in this Contract, and its relationship with the Authority will, during the term of this Contract, be that of an independent contractor. Consultant has discretion, subject to the requirement that it performs the services required in this Contract competently and professionally in accordance with the applicable professional standards and otherwise complies with the terms of this Contract, to select the means and methods of performing such services. In this regard, Consultant will be fully responsible for the employment, direction, supervision, compensation and control of any and all persons employed or retained by Consultant. Neither Consultant nor Consultant’s

contractors, subcontractors, consultants, Subconsultants, suppliers, experts or other persons or organizations retained or utilized by Consultant for the services required in this Contract will be considered by reason of the provisions of this Contract or otherwise as being an employee or agent of the Authority. Consultant shall comply with all workers’ compensation, employers’ liability and other Federal, State, and municipal laws, ordinances and regulations required of an employer performing services as contemplated in this Contract. Furthermore, Consultant is responsible for paying all income and employment taxes, and the Authority will not be responsible for collecting and/or paying withholding, FUTA, FICA and any other state or federal taxes.


At all times during the performance of any of the services required hereunder, Consultant must comply with Title VII of the Civil Rights Act of 1964, as amended (45 C.F.R. Part 1010), and the Florida Civil Rights Act of 1992. Consultant may not discriminate in any form or manner against its employees or applicants for employment on the basis of race, color, national origin, religion, sex, age, handicap or marital status. Further, Consultant shall comply with all applicable rules, regulations or executive order promulgated to give effect to the Civil Rights Act of 1964, as amended.


In accordance with FDOT policy, projects funded with FDOT funding shall provide Disadvantaged Business Enterprises (“DBE”) an opportunity to participate in the performance of the Contract. Consultant agrees to ensure that DBEs have the opportunity to participate in the performance of the Contract and that Consultant shall take necessary and reasonable steps to ensure such opportunities. The Authority and its Consultant, Contractors, and subcontrators must not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract.


The Consultant shall utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Consultant/sub-consultant during the contract term and require all of its sub-consultants performing work or providing services pursuant to this contract to do the same.


ARTICLE 24. LITIGATION AND ADMINISTRATIVE PROCEEDINGS: In the event the

Consultant is authorized by a duly executed PSA to become involved in litigation or administrative proceedings as a witness for the Authority or in any other professional assignment connected with litigation or administrative proceedings, the compensation or fee to the Consultant for such services will not be related to the findings of any court or administrative agency concerning the adequacy or inadequacy of the compensation or fee. The Authority will pay the Consultant compensation for said services in the manner set forth in the particular Authorization regardless of the decision in any such litigation or administrative proceedings.

ARTICLE 25. LEGAL QUALIFICATIONS AND ETHICAL CONSIDERATIONS: The

Consultant warrants it is duly permitted by the laws of the State of Florida to render engineering services in the State of Florida and that one or more of its officers and employees are duly registered as professional engineers in the State of Florida. The Consultant recognizes that in rendering or performing professional services pursuant to the provisions of this Contract, the Consultant is working for the residents of Manatee County, Florida, subject to public observation, scrutiny and inquiry and based upon said recognition, the Consultant shall in all of its relationships with the Authority pursuant to the provisions of this Contract conduct itself in accordance with all of the recognized applicable ethical standards set by any related national societies, and the reasonable traditions to perform services.


The Consultant acknowledges that the portion of its books and records related to its contracting activities with the Authority may become subject to inspection and copying under the Florida Public Records Act. The Consultant agrees to comply with the Florida Public Records Act, as applicable, including, but not limited to section 119.0701 of the Florida Statutes. The Consultant agrees, to the extent required by law, to:


  1. keep and maintain public records that ordinarily and necessarily would be required by the public agency in performing the services of the Contract;

  2. provide the public with access to the public records under the same terms and conditions that the Authority and Department of Transportation (DOT) would provide the records and at a cost that does not exceed the cost provided for by law;

  3. ensure that the public records that are exempt or confidential, and exempt from public record disclosure requirements, are not disclosed, except as authorized by law; and

  4. meet all requirements where retained public records and transfer, at no cost, to the Authority and DOT, all public records in possession of the Consultant, upon termination or completion of the Contract and destroy any duplicate public records that are exempt or confidential, or exempt from public record disclosure requirements.


Furthermore, the Consultant agrees that all records stored electronically will be provided to the Authority and DOT in a format that is compatible with the information technology systems of the Authority and DOT. The Consultant shall promptly provide the Authority with a copy of any request to inspect or copy public records that Consultant receives and a copy of the Consultant’s response to each request. The Consultant understands and agrees that failure to provide access to the public records will be grounds for unilateral cancellation of the Contract, its amendments, and PSAs.


IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE AUTHORITY AT (941) 722-6621; 300 TAMPA BAY WAY, PALMETTO, FL 34221; EMAIL: TDAUGHERTY@PORTMANATEE.COM.

Consultant has been made aware of the Florida Public Entity Crimes Act, § 287.133, Florida Statutes, specifically section 2(a), and the Authority’s requirement that the Consultant has complied with it in all respects prior to and will comply with it in all respects during the term of this Contract.


Consultant has been made aware of the Discriminatory Vendors Act in Section 287.134, Florida Statutes, and the Authority’s requirement that the Consultant has complied with it in all respects prior to and will comply with in all respect during the term of this Contract.


Consultant has been made aware of the prohibition against contracting with scrutinized companies pursuant to Section 287.135, Florida Statutes, and the Authority’s requirement that the Consultant has complied with it in all respects prior to and will comply with in all respect during the term of this Contract.


Consultant agrees to comply with Section 20.055(5), Florida Statutes, and to incorporate in all subcontracts the obligation to comply with Section 20.0555(5), Florida Statutes.


ARTICLE 26. NO WAIVER OF SOVEREIGN IMMUNITY: Nothing in this Contract may be interpreted as a waiver by the Authority of its rights, including the limitations of the waiver of immunity, as set forth in Florida Statutes 768.28, or any other statutes, and the Authority expressly reserves these rights to the full extent allowed by law. This provision survives completion or termination of this Contract.


ARTICLE 27. SEVERABILITY: It is understood and agreed by the Parties that if any part, term or provision of this Contract is held to be illegal or in conflict with any law, the validity of the remaining portions or provisions will not be affected, and the rights and obligations of the Parties must be construed and enforced as if the Contract did not contain the particular part, term or provision held to be invalid.


ARTICLE 28. SUCCESSORS AND ASSIGNS: This Contract is binding on successors, assigns, and legal representatives of and persons in privity of contract with the Authority or Consultant. The Consultant may not sublet, assign, or transfer this Contract, any PSA or any other work specifically set forth under this Contract without the prior written consent of the Authority, which consent may be withheld in the Authority’s sole discretion. This provision survives completion or termination of this Contract.


ARTICLE 29. JURISDICTION AND VENUE: The Contract is governed by and construed under the laws of the State of Florida. Venue for any action arising under the Contract lies exclusively in state courts in Manatee County, FL. Each Party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the aforeseaid laying of venue of any such civil action or legal proceeding in such court. This provision survives completion or termination of this Contract.

ARTICLE 30. ATTORNEY FEES: If any subsequent legal action or other proceedings, including but not limited to any trial proceeding or appellate proceeding, are brought for the enforcement of this Contract, or because of any alleged dispute, breach, default or misrepresentation in connection with any provision of this Contract, the successful or prevailing Party will be entitled to recover all costs incurred, including reasonable attorneys', legal assistants', and experts’ fees and costs prior to trial, at trial, and on appeal, in addition to any other relief to which such Party maybe entitled. No entity or person other than the Parties will have any legally enforceable rights under this Contract or because of its existence, other than as explicitly set forth in this Contract. This provision survives completion or termination of this Contract.


ARTICLE 31. INTERPRETATION: The Parties represent and warrant that they have entered into this Contract relying wholly upon their own judgment, belief, and knowledge of the nature, extent, effect, and duration of any actions, damages, and liability therefore. The Parties represent that they enter into this Contract without relying upon any statement or representation of the adverse parties other than what has been set forth in writing in this Contract. The Parties represent that they have had the opportunity to discuss this matter with counsel of their choosing and are satisfied with its counsel and the advice received. The Parties understand this Contract’s contents and agree that this Contract may not be construed more strongly against any party to this Contract, regardless of who is responsible for its preparation or drafting. The Parties further declare and represent that no promise, inducement, agreement or understanding not expressed in this Contract has been made to an adverse party and that this Contract contains the entire agreement between the Parties hereto and that the terms of this Contract are contractual and not a mere recital. All the Parties drafted this Contract jointly, and no term, condition or provision of this Contract may be construed more strictly against any Party.


The captions and headings in this Contract are for convenience of reference only and in no way define or limit the scope or content of this Contract or in any way affect its provisions.


ARTICLE 32. AGREEMENTS RELATING TO CONSIDERATION: Each party

acknowledges and agrees that the covenants under this Contract, together with the consideration exchanged hereunder, constitute full, fair and valuable consideration for the transfers, transactions and releases required of and by the Parties pursuant to the provisions of this Contract and that, by virtue of the above-referenced consideration, the Parties have received reasonably equivalent value in exchange for their obligations under this Contract. The Parties acknowledge and agree that each has received and reviewed a copy of this Contract in the presence of their respective, independent counsel retained by them. Each party understands the purport, tenor, and effect of this Contract, and has entered into this Contract freely and voluntarily.

ARTICLE 33. AUTHORITY TO EXECUTE: Each of the Parties covenants to the other party to this Contract that it has lawful authority to enter into this Contract, that the governing or managing body of each of the Parties has approved this Contract and that the governing or managing body of each of the Parties has authorized the execution of this Contract in the manner hereinafter set forth.


IN WITNESS WHEREOF, the Parties have caused this Contract to be duly executed, in duplicate, this the day of .


ATTEST: ANGELINA COLONNESO MANATEE COUNTY PORT AUTHORITY CLERK OF CIRCUIT COURT


By: _

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AUTHORITY


WITNESSES: Terracon


By: _

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Title:

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CONSULTANT

Attachment A

Port Manatee Pavements Improvements (RFQ-2-0-2019/GI) – Scope of Services


In general, the existing pavements are in a range of conditions (aged, localized failures, wide spread failures, and relatively new). Different pavement loading conditions exist throughout the Port, which involve the Gottwald Crane, Top-picks, Heavy Truck Traffic, Container Storage, and Air Products Mover (frequency of 1 transport per month). Pavement repair details, in the form of two to three design sections, are needed to address the various site conditions and varying design loading conditions (capacities and frequencies). The Port is to provide traffic and ship data for estimating loading frequencies as input, among other factors, for setting design loading frequencies.


Based on the RFQ Addendum No. 1 Map, the project coverage will consist of the following approximate individual areas:


Priority Area

Roadways (Lineal Foot)

Parking/Storage Areas (Square Foot)

1

8,320

203,700

2

4,800

1,153,000

Total

13,120

1,356,700


Section 1.1 from the RFQ was followed to define the scope of services for the project. The detailed scope of services is outlined below as Tasks 1 through 12:


  1. Work out design parameters with the Port.

    1. Meet with Port staff to discuss the required design parameters (i.e. transient loads and stationary loading conditions).

    2. Research the various loading specifications for both the mobile equipment and stationary containers utilized at the Port.

    3. Review available information about transient loading frequencies at the Port.


  2. Perform pavement cores, CPT Soundings, and hand auger borings as necessary to augment existing information for pavement system design in Priority Areas 1 and 2.

    1. Perform a pavement conditions evaluation in accordance with the PASER rating system.

    2. Review historical aerial photographs

    3. Review available geotechnical information.

    4. Develop a site exploration plan based on the pavement conditions evaluation and existing geotechnical information.

    5. Set-up maintenance of traffic (MOT), as needed

    6. Perform approximately 45 pavement cores at representative locations of the Port’s pavements (approximately 1 core per 500 lineal feet of Roadway & 1 core every 66,000 square feet of Parking/Storage Areas).

    7. Perform Dynamic Cone Penetration (DCP) testing at each core location.

    8. Perform Cone Penetration Tests (CPTs) at approximately 20 core locations.


  3. Prepare a base map for paving plans using the Port’s old CAD base map and utilities drawings and incorporating plans from more recent projects to be provided by the Port.

    1. Prepare base maps for the paving plans and attend two field reviews. The utilities will be in a format that will be ready to go into GIS. The base maps will be developed using the following information:

      1. CAD base maps provided by the Port.

      2. Utilities drawings provided by the Port.

      3. Design plans for recently completed projects at the Port.

      4. All other required base map information will be provided by the Port

      5. The new pavements associated with this project will be identified with the date of placement/completion in the updated base map.

      6. Field review observations.


  4. Prepare a separate base map layer showing the Port’s selected paving areas by priority.

    1. Review vehicle frequency data available.

      1. Gate data to be provided by the Port.

      2. Shipping data to be provided by the Port.

    2. Prepare a base map showing the Port’s selected paving areas by priority as shown in the RFQ Addendum No. 1 and include the various loading capacities and frequencies.


  5. Incorporate field located utilities not already included in the map.

    1. Notify Sunshine One-Call of all pavement core locations, and coordinate the underground utility locates for each core location.

    2. Cross-reference the field locates with the Port’s existing utility maps to identify underground utilities not shown on the Port’s existing maps.

    3. Incorporate the newly identified utilities into the Port’s master CAD base map and labeled “as identified by utility locates”. The exact utility locations and depths will not be identified by field means of surveying, private utility locating GPR, vacuum truck, or soft digs.


  6. Collect and consider available information, inspect the site, consult with the Port to understand design criteria and perform and use geotechnical investigations.

    1. The design criteria collaboration will be done during the meeting outlined in Task 1.


  7. Design pavement systems for Priority Areas 1 and 2, including needed subgrade improvements. Prepare standard base and paving sections and sub-base capacity requirements, and improvements needed for the specified capacity by location. Include shoulder work

    for drainage.

    1. Prepare various pavement design sections as needed based on the site conditions and loading conditions.

    2. Develop a map identifying existing drainage issues.

      1. The Port will document puddle locations and send info to Terracon.

      2. The areas of drainage issues will be identified on the construction drawings to be re-graded by the contractor. The drainage issues are considered to be a maintenance effort, and no grading plans or drainage designs will be done for this work.


  8. Prepare final construction plans, specs, bidding and contract documents accounting for the Port’s funding schedule (anticipated to be $2,000,000 initially, an additional

    $1,000,000 October 1, 2019, and an additional $1,000,000 October 1, 2020.)

    1. Based on the general funding schedule, the first $3 Million will likely be able to be utilized in a continuous fashion. An additional contractor mobilization will likely be required for the $1 Million of funding release 10/1/20.


  9. Perform any required permitting. No new impervious surface. DEP Tampa, not SWFWMD, for storm water.

    1. None expected.


  10. Estimate construction costs and plan the work according to the Port’s funding schedule.


  11. Provide bidding and construction administration as well as construction phase engineering services (such as kick-off and progress meetings, engineer’s recommendation on bid selection and review of shop drawings, requests for information, change order requests,

    and pay applications, and final sign-off and preparation of final record documents).

    1. Use EJCDC forms for Bid Documents with Port provided Supplemental (Front-end) Conditions. Any Terracon provisions will need review/approval by Port attorney.

    2. Submit project completion documentation as required by the Grant Agreement.

    3. The assumed construction duration will be 12 weeks or less.


  12. Provide construction materials testing for the pavement improvements construction.

    1. The assumed construction duration will be 12 weeks or less.

Attachment B

Port Manatee Pavements Improvements (RFQ-2-0-2019/GI) – Schedule of Values


Task No.


Description

Fee

(Lump Sum)

1

Work out design parameters with the Port.

$ 5,000.00


2

Perform pavement cores, CPT Soundings and hand auger borings as necessary to augment existing information for pavement system design at all locations.


$ 40,035.00


3

Prepare a base map for paving plans using the Port’s old CAD base map and utilities drawings and incorporating plans from more recent projects to be provided by the Port.


$ 40,636.00


4

Prepare a separate base map layer showing the Port’s

selected paving areas by priority with various loading conditions.


$ 9,460.00


5

Incorporate field located utilities not already included in the

map.


$ 7,577.00


6

Collect and consider available information, inspect the site, consult with the Port to understand design criteria and perform and use geotechnical investigations.


$ 2,760.00


7

Design pavement systems for all areas, including needed subbase improvements, to budget. Prepare standard base and paving sections and sub-base capacity requirements, and improvements needed for the specified capacity by location.

Include shoulder work for drainage.


$ 15,580.00


8

Prepare final construction plans, specs, bidding and contract documents accounting for the Port’s funding schedule (anticipated to be $2,000,000 initially, an additional $1,000,000 October 1, 2019, and an additional $1,000,000 October 1,

2020.)


$ 30,125.00


9

Perform any required permitting. No new impervious surface. DEP Tampa, not SWFWMD, for storm water.


$ -


10

Estimate costs and plan the work according to the Port’s

funding schedule.


$ 10,570.00


11

Provide bidding and construction administration and construction phase engineering services (such as kick-off and progress meetings, engineer’s recommendation on bid selection and review of shop drawings, requests for information, change order requests, and pay applications, and

final sign-off and preparation of final record documents).


$ 60,902.00


12

Provide construction materials testing for the pavement

improvements construction.


$ 105,030.00


Sub-Consultant Insurance Coverage Charge

$ 2,537.00


Sub-Total =

$ 330,212.00





Contingency allowance for Task No. 9. Use of the contingency is

subject to modification of the agreement.


$ 10,000.00


Contract Total =

$ 340,212.00







Milestones

Port Manatee Professional Engineering Services Contract Pavement Improvements

Terracon Final bid package: 120 days after Notice to Proceed.

TRUTH IN NEGOTIATION CERTIFICATE


This Certificate is executed and given by the undersigned as a condition precedent to entering into this Contract:


“Terracon”


pursuant to the Port Manatee Professional Engineering Services Contract for the Pavement Improvements project with the Manatee County Port Authority.


Before me, the undersigned authority personally appeared, who having knowledge as to the facts and statement in this Truth In Negotiation Certificate after duly sworn, deposes and states under oath that:


  1. This Certificate must be attached to and constitute an integral part of the contract as provided in Florida Statute 287.055(5)(a).

  2. The undersigned hereby certifies that the wage rate and other factual unit costs supporting the compensation on which this contract is established are accurate, complete, and current on the date set forth in this Truth In Negotiation Certificate.

  3. The truth of statements made in this Truth In Negotiation Certificate may be relied upon by the Manatee County Port Authority and the undersigned is fully advised of the legal effect and obligations imposed upon him by the execution of this instrument under oath.

  4. The original contract price and any additional thereto will be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to in accurate, incomplete, or noncurrent wage rates and other factual unit costs.


Executed on behalf of the Party to the Port Manatee Professional Engineering Services Contract referred to as the Consultant, doing business as:


Terracon


By: (Signature, Name)


Title:


The foregoing instrument was acknowledged and executed before me by the above signed on the day of , 20 .


NOTARY SEAL:

image

February 26, 2019


  1. CONSENT AGENDA


    1. Warrant List


    2. Minutes January 16, 2019


    3. Budget Resolution


    4. American Cement Company, LLC Consent to Alteration of Agreements


    5. Public Transportation Grant Agreement – Railroad Upgrade


    6. Public Transportation Grant Agreement – Roadway Rehabilitation and Upgrade


    7. Public Transportation Grant Agreement – Expansion of the Intermodal Container Yard


    8. Format Change of Contract Specifications for Warehouse 2 Improvements


AP

XXXXXXX

V019302

ABBOTT, PAUL SCOTT

1,593.75

AP

XXXXXXX

V109817

AMERICAN ASSOCIATION OF, THE

995.00

AP

XXXXXXX

P000270

APPICE, MATTHEW

1,590.74

AP

XXXXXXX

P000270

APPICE, MATTHEW

307.31

AP

XXXXXXX

P000270

APPICE, MATTHEW

583.39

AP

XXXXXXX

P000270

APPICE, MATTHEW

14.71

AP

XXXXXXX

V023254

ARCPOINT LABS OF SARASOTA

90.00

AP

XXXXXXX

V023254

ARCPOINT LABS OF SARASOTA

45.00

AP

XXXXXXX

V118009

AT AND T

64.21

AP

XXXXXXX

V013140

AT AND T MOBILITY

46.72

WT

XXXXXXX

V019189

BANK OF AMERICA

5,548.06

WT

XXXXXXX

V019189

BANK OF AMERICA

13,527.59

AP

XXXXXXX

V004571

BATTERY USA INC

225.00

AP

XXXXXXX

P000279

BIRKHOLZ, BERLYN

85.50

AP

XXXXXXX

V018877

BRADENTON AREA ECONOMIC DEVELO

70.00

AP

XXXXXXX

V007624

BRIGHT HOUSE

729.22

AP

XXXXXXX

V007624

BRIGHT HOUSE

1,284.61

AP

XXXXXXX

V007624

BRIGHT HOUSE

304.98

AP

XXXXXXX

P000278

BUQUERAS, CARLOS

3,585.15

AP

XXXXXXX

P000278

BUQUERAS, CARLOS

181.73

AP

XXXXXXX

V018317

BUSH ROSS PA

402.00

AP

XXXXXXX

V202222

CALLAGHAN ENTERPRISES INC, DAN

479.00

AP

XXXXXXX

V024368

CARR RIGGS AND INGRAM LLC

1,050.00

AP

XXXXXXX

V015019

CONSTANT CONTACT INC

988.00

AP

XXXXXXX

V023756

COPIERSOURCE INTERNATIONAL INC

32.80

AP

XXXXXXX

V006291

DEX IMAGING INC

205.74

WT

XXXXXXX

V334600

DIVISION OF RETIREMENT, FLORID

-40.84

AP

XXXXXXX

V308090

ELLENTON RADIATOR SERVICES

280.00

AP

XXXXXXX

V022096

ENTECH

112.50

AP

XXXXXXX

V022096

ENTECH

531.50

AP

XXXXXXX

V323190

FASTENAL COMPANY

33.15

AP

XXXXXXX

V323190

FASTENAL COMPANY

355.41

AP

XXXXXXX

V335067

FLORIDA DEPT OF AGRICULTURE

600.00

AP

XXXXXXX

V019619

FLORIDA POWER AND LIGHT COMPAN

44,852.78

AP

XXXXXXX

V019619

FLORIDA POWER AND LIGHT COMPAN

8,627.25

AP

XXXXXXX

V021337

FRIENDS OF THE FLORIDA MARITME

2,500.00

AP

XXXXXXX

V021937

FRONTIER COMMUNICATIONS OF FLO

1,705.40

AP

XXXXXXX

V021937

FRONTIER COMMUNICATIONS OF FLO

661.92

AP

XXXXXXX

V385628

GRAINGER INC, W W

251.02

AP

XXXXXXX

V385628

GRAINGER INC, W W

343.89

AP

XXXXXXX

V385628

GRAINGER INC, W W

22.16

AP

XXXXXXX

V022245

GUYS HAULING AND DUMPSTER SERV

60.00

AP

XXXXXXX

V011880

HAJOCA CORPORATION

122.30

AP

XXXXXXX

V011880

HAJOCA CORPORATION

342.37

AP

XXXXXXX

V011880

HAJOCA CORPORATION

11.24

WT

XXXXXXX

V020386

HANCOCK BANK

37,546.92


AP

XXXXXXX

V023247

HENDRICK HONDA BRADENTON

27,424.50

AP

XXXXXXX

V023247

HENDRICK HONDA BRADENTON

1,760.00

AP

XXXXXXX

V023500

HOME DEPOT CREDIT SERVICES

109.11

AP

XXXXXXX

V023500

HOME DEPOT CREDIT SERVICES

320.41

AP

XXXXXXX

V023500

HOME DEPOT CREDIT SERVICES

368.55

AP

XXXXXXX

V023500

HOME DEPOT CREDIT SERVICES

316.33

AP

XXXXXXX

P000336

HOWARD, ROBERT M

34.50

AP

XXXXXXX

V487310

JEFFCOAT INC

124.13

AP

XXXXXXX

V000060

JH WILLIAMS OIL CO INC

1,045.70

AP

XXXXXXX

V000060

JH WILLIAMS OIL CO INC

1,151.04

AP

XXXXXXX

V000060

JH WILLIAMS OIL CO INC

501.86

AP

XXXXXXX

V000060

JH WILLIAMS OIL CO INC

643.77

AP

XXXXXXX

V000060

JH WILLIAMS OIL CO INC

2,199.45

AP

XXXXXXX

V493800

JOHNSON PRINTING

203.46

AP

XXXXXXX

V015114

JOHNSTONE SUPPLY

71.05

ZP

XXXXXXX

L507891

KEETONS OFFICE SUPPLY CO INC

722.58

ZP

XXXXXXX

L507891

KEETONS OFFICE SUPPLY CO INC

155.65

ZP

XXXXXXX

L507891

KEETONS OFFICE SUPPLY CO INC

237.55

AP

XXXXXXX

V015693

LAKEWOOD RANCH BUSINESS ALLIAN

325.00

AP

XXXXXXX

V015693

LAKEWOOD RANCH BUSINESS ALLIAN

70.00

AP

XXXXXXX

V000423

LEWIS LONGMAN AND WALKER PA

4,635.00

AP

XXXXXXX

V018272

LIGHT BULB DEPOT OF TAMPA

405.00

AP

XXXXXXX

V018272

LIGHT BULB DEPOT OF TAMPA

14.88

AP

XXXXXXX

V022184

LOUIS PRYOR SUPPLY INC

92.06

AP

XXXXXXX

V004489

LOWES HOME CENTER INC

205.14

AP

XXXXXXX

V004489

LOWES HOME CENTER INC

110.84

AP

XXXXXXX

V004489

LOWES HOME CENTER INC

10.30

AP

XXXXXXX

V004489

LOWES HOME CENTER INC

106.74

AP

XXXXXXX

V023184

LYNCH OIL COMPANY INC

352.54

AP

XXXXXXX

V024291

MACKAY COMMUNICATIONS INC

127.25

AP

XXXXXXX

V625403

MAINTENANCE TOO PAPER CO INC

194.29

AP

XXXXXXX

V627027

MANATEE CHAMBER OF COMMERCE

375.00

AP

XXXXXXX

V004140

MANATEE COUNTY PUBLIC WORKS DE

1,091.12

UT

XXXXXXX

V004140

MANATEE COUNTY PUBLIC WORKS DE

8,244.89

AP

XXXXXXX

V021692

MANATEE RIVERSIDE ROTARY CLUB

100.00

AP

XXXXXXX

V025109

MORRIS, EDMOND R

1,167.58

AP

XXXXXXX

V696537

NORTHSIDE AUTO PARTS

42.00

AP

XXXXXXX

V696537

NORTHSIDE AUTO PARTS

233.45

AP

XXXXXXX

V696537

NORTHSIDE AUTO PARTS

45.94

AP

XXXXXXX

V019470

OCALA TRACTOR LLC

245.00

AP

XXXXXXX

V701905

OFFICE DEPOT INC

191.99

AP

XXXXXXX

V701905

OFFICE DEPOT INC

226.51

AP

XXXXXXX

V701905

OFFICE DEPOT INC

342.34

AP

XXXXXXX

V020673

OREILLY AUTO PARTS

24.99

AP

XXXXXXX

V020673

OREILLY AUTO PARTS

123.88

AP

XXXXXXX

V708015

OTIS ELEVATOR

2,805.36


AP

XXXXXXX

V018512

PCMG INC

284.25

AP

XXXXXXX

V746898

PRINTWORKS

391.50

AP

XXXXXXX

V021677

PROPELLER CLUB OF THE UNITED S

270.00

AP

XXXXXXX

V748180

PUBLIX SUPER MARKET

720.28

AP

XXXXXXX

V020765

R S AND H INC

11,402.80

AP

XXXXXXX

V020765

R S AND H INC

11,615.51

AP

XXXXXXX

V752500

RAILROAD FRICTION PRODUCTS

430.58

AP

XXXXXXX

P000213

ST PIERRE, DAVID M

146.00

WT

XXXXXXX

V874841

STATE OF FLA DEPT OF REVENUE

6,717.62

AP

XXXXXXX

V875019

STATE OF FLORIDA

1,661.05

AP

XXXXXXX

V014101

SYNERGY LIGHTING SUPPLY

198.00

AP

XXXXXXX

V899980

TBA COMMUNICATIONS INC

974.00

AP

XXXXXXX

V906395

TERRY SUPPLY COMPANY

97.58

AP

XXXXXXX

V923227

TROPHY AND SPORTS WORLD

60.00

AP

XXXXXXX

P000214

TUNNEY, JOHN J

85.50

AP

XXXXXXX

V004721

TWENTY FIRST CENTURY GROUP INC

5,000.00

AP

XXXXXXX

V023435

TWISTED METAL RECYCLING LLC

50.00

AP

XXXXXXX

P000273

VAN ETTEN,RAYMOND E

85.50

AP

XXXXXXX

V009667

VERIZON WIRELESS

1,679.26

AP

XXXXXXX

V009667

VERIZON WIRELESS

1,149.63

AP

XXXXXXX

V009667

VERIZON WIRELESS

688.38

AP

XXXXXXX

V016629

VICS PERFORMANCE TRANSMISSION

350.75

AP

XXXXXXX

V021915

WEBTIVITY MARKETING AND DESIGN

65.00

AP

XXXXXXX

V021915

WEBTIVITY MARKETING AND DESIGN

65.00

AP

XXXXXXX

V961411

WEST FLORIDA SUPPLY CO

110.76

AP

XXXXXXX

V961145

WEST PHOTOGRAPHER, TED

210.00

AP

XXXXXXX

V019987

WIMAUMA AUTO PARTS INC

279.24

AP

XXXXXXX

V019987

WIMAUMA AUTO PARTS INC

468.64


image

Total warrants (checks) for period reported 237,504.74

image

MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

PORT MANATEE INTERMODAL CENTER, THIRD FLOOR

1905 Intermodal Circle Palmetto, Florida JANUARY 16, 2019


Present were:

Vanessa Baugh, Chairman

Priscilla Whisenant Trace, First Vice-Chairman Reggie Bellamy, Second Vice-Chairman

Betsy Benac, Third Vice-Chairman Stephen R. Jonsson

Misty Servia Carol Whitmore


Also present were:

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

Vicki Ayles, Accounting Manager, Clerk of the Circuit Court

Vicki Tessmer, Board Records Supervisor, Clerk of the Circuit Court Chairman Baugh called the meeting to order at 1:30 p.m.

INVOCATION AND PLEDGE OF ALLEGIANCE

The Invocation was delivered by Rich Lewman, Anchor House Chaplin, followed by the Pledge of Allegiance.


AGENDA PA20190116DOC001

Members of the audience introduced themselves.


image There being no citizen comments, Chairman Baugh closed citizen comments.

image Carlos Buqueras, Executive Director announced that Consent Agenda item 1.F (Consent to Alteration of Agreements) is being deferred to a later date.


  1. CONSENT AGENDA PA20190116DOC002

    A motion was made by Member Trace, seconded by Member Whitmore, and carried 7 to 0, to approve the Consent Agenda incorporating the language as stated in the recommended motions on the cover sheets for the Consent Agenda with the deletion of item 1.F, Consent to Alteration of Agreements, to a later date.


    1. WARRANT LIST

      Accepted the Warrant (check) Listing from December 13, 2018 to January 8, 2019

      PA20190116DOC003

    2. MINUTES

      Approved the Minutes of December 20, 2018

    3. BUDGET RESOLUTION

      Adopted Budget Amendment Resolution PA-19-09 PA20190116DOC004

    4. LOBBYING SERVICES

      Executed Fourth Amendment to Contract for Professional Services with Twenty-First Century Group, extending the contract for an additional two years through January 31, 2021 PA20190116DOC005

      PA MB 18-19/8


    5. CAPTIAL IMPROVEMENT AUTHORIZATIONS

      Adopted Resolution PA-19-07, authorizing the Executive Director to execute certain short-term leases, options, licenses, and temporary easements subject to certain restrictions PA20190116DOC006

      (End Consent Agenda)


  2. 2019 LEGISLATIVE PRIORITIES

    Dave Sanford, Deputy Executive Director, reviewed the legislative priorities as set by the Port Authority including: Advocate for an increase in appropriation for Port Security Grants from the prior year’s mark of $1 million to $2.5 million; funding of $250,000 from the General Fund for a study of storm water retention capacity and mitigation at off site locations; $1.2 million from the General Fund to purchase mitigation credits from Manatee County in advance of project development for sea grass beds; and continuation of full funding for the Florida Ports Council FSTED program. Federal priorities include: Full use of Harbor Maintenance Tax collected from shippers; inclusion of funds in the Energy and Water Development Appropriations bills for Tampa Ship Channel and Manatee Harbor Channel maintenance; improvements to the Port Manatee Dredge Material Disposal facility requested by the Army Corps of Engineers (Corps); and Port Security Grant funding. PA20190116DOC007


    image Discussion ensued regarding public/private partnerships, sea grass funding, extending Berth 4, possibility of extending north, and studies would be joint with Parks and Natural Resources.


    Motion was made by Member Whitmore, seconded by Member Servia, and carried 7-0 to approve the Manatee County Port Authority 2019 Legislative Priorities.


  3. SPECIAL MEETING OF THE BOARD OF COUNTY COMMISSIONERS

    County Commission Chairman Jonsson stated there would be no special meeting.


    MEMBER COMMENTS

    Member Benac

    • Met with Stantec planners regarding the Port Encouragement area, and making sure studies include looking at infrastructure and not just marketing


      Chairman Baugh

    • Referenced an agreement distributed to members regarding dredge material containment between the Port and HRK Holdings LLC (HRK) PA20190116DOC008


      image Discussion ensued regarding pricing identified, pipes along the south entrance, and request attorney look at the agreement.


    • Discussed the Rules of the Port Authority and requested they be revisited


      Dave Sanford, Deputy Executive Director, stated the HRK agreement came up when there was discussion regarding the dredge material. When the Piney Point site was mentioned, the Corps stated Piney Point would not be used for dredge material storage.


      Chairman Baugh stated that Congressman Vern Buchanan was appointed to the House Ways and Means, Trade Committee.


      image Keith Robbins, Florida Department of Transportation (FDOT), provided updates on Grant Agreements that are to be approved in the next two years. FDOT is doing a study on the Port regarding growth, and it was decided once the FDOT study is complete they will meet with the County to make sure infrastructure is being addressed and that the findings are not in conflict with each other. There have been no major personnel changes in FDOT District 1.


      DIRECTOR COMMENTS PA20190116DOC009

      Carlos Buqueras discussed the following:

    • Attended State of the Ports Chamber of Commerce Headliner Event, January 9, 2019

    • Welcomed the Citrus Vita Brasil on its maiden voyage to the Port in December

    • Thanked the Port Manatee Propeller Club for hosting the annual Holiday Party


      ADJOURN

      There being no further business, Chairman Baugh adjourned the meeting at 2:03 p.m. Minutes Approved:

      February 26, 2019


      CONSENT

      AGENDA ITEM 2.C: BUDGET RESOLUTION BACKGROUND:

      This resolution budgets for the following capital improvement projects:


      • Railroad Upgrade - $90,898 funded 50% each by FDOT and Port

      • Roadway Design - $60,000 funded 50% each by FDOT and Port

      • Roadway Improvements - $4,000,000 funded 50% each by FDOT and Port

      • Container Yard Expansion - $5,250,000 funded 50% each by FDOT and Port

      • Drop Trailer Lot – $65,000 Port Capital Improvement - permitting, engineering, surveying and geotechnical services.


    ATTACHMENT:


    Budget Resolution PA-19-09.


    COST AND FUNDING SOURCE:


    FDOT $4,700,449 and Port $4,765,449


    CONSEQUENCES IF DEFERRED:


    Delay in budget allocations


    LEGAL COUNSEL REVIEW: N/A


    RECOMMENDATION:


    Move to adopt Budget Resolution PA-19-09.

    RESOLUTION PA-19-09 AMENDING THE ANNUAL BUDGET

    FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2018-2019


    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 2018-2019 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

    BADS22619A/B

    BU19000236

    2

    BADS22619A/B

    BU19000237

    3

    BADS22619A/B

    BU19000238

    4

    BADS22619A/B

    BU19000239

    5

    BADS22619A/B

    BU19000248


    ADOPTED with a quorum present and voting this the 26th day of February, 2019.


    ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

    CLERK OF CIRCUIT COURT


    image

    By:

    BUDGET ADMENDMENT RESOLUTION NO. PA-19-09 AGENDA DATE: February 26, 2019


    1) Fund:

    Section: Description:

    FDOT – 50%

    Port Capital Improvement – 50% Railroad Upgrade


    Budgets $90,898 railroad track upgrades.


    Batch ID:

    BADS22619A/B Reference:

    BU19000236


    2) Fund:


    FDOT – 50%

    Port Capital Improvement – 50%


    Section:

    Roadway Design



    Description:


    Budgets $60,000 for roadway design.



    Batch ID:


    BADS22619A/B Reference:


    BU19000237


    3) Fund:


    FDOT – 50%

    Port Capital Improvement – 50%


    Section:

    Roadway Improvements



    Description:


    Budgets $4,000,000 port-wide road improvements.



    Batch ID:


    BADS22619A/B Reference:


    BU19000238


    4) Fund:


    FDOT – 50%

    Port Capital Improvement – 50%



    Section: Railroad Upgrade


    Description: Budgets $5,250,000 for the intermodal container yard expansion. Batch ID: BADS22619A/B Reference: BU19000239

    BUDGET ADMENDMENT RESOLUTION NO. PA-19-09 AGENDA DATE: February 26, 2019


    1. Fund: Port Capital Improvement – 100% Section: Drop Trailer Lot


      Description: Budgets $65,000 for the permitting, engineering, surveying and geotechnical services for the Drop Trailer Lot.


      Batch ID: BADS22619A/B Reference: BU19000248

      February 26, 2019


      CONSENT

      AGENDA ITEM 2.D.: AMERICAN CEMENT COMPANY, LLC CONSENT TO ALTERATION OF AGREEMENTS


      BACKGROUND:


      American Cement Company, LLC (American Cement) and its predecessors in interest have been tenants and port users since 1983. Port Manatee has received notification that American Cement has changed its name to Suwannee American Cement (SAC). Pursuant to the current Agreement with American Cement, interest may not be altered, assigned, or transferred without the consent of the Authority.


      ATTACHMENT:


      Consent to Assignment of Agreements


      COST AND FUNDING SOURCE:


      N/A.


      CONSEQUENCES IF DEFERRED:


      N/A.


      LEGAL COUNSEL REVIEW: Yes


      RECOMMENDATION:


      Move to approve and authorize, on behalf of the Port Authority, the execution of the Consent to Alteration of Agreements between the Manatee County Port Authority, American Cement Company, LLC and Suwannee American Cement.


      01081801-2


      CONSENT TO ALTERATION OF AGREEMENTS


      Whereas, the Manatee County Port Authority (" Authori ty" ) and American Cement Company LLC, (" Lessee" ), are parties to those certain agreements set forth on Schedu le 1 (collectively, the "Agreements"), for certain premises located in Manatee County, Florida ,

      comprising approximately 5.97 combined acres as more particularly described on Exhibit A (the "Property"); and


      Whereas , Lessee has notified the Authority that Lessee intends to change its name to Suwannee American Cement Company, LLC (hereinafter referred to as "Suwannee American Cement"), and hold all of its assets and conduct business activities as Suwannee American Cement, (the "Name Change"); and

      Whereas , pursuant to the Agreements, the Lessee's interest in the Agreements may not be altered, assigned, or transferred without the written consent of the Authority; and

      Whereas, Lessee has requested that Autho rity consent to the Name Change allowing Suwannee American Cement recognized as lessee under the Agreements, which shall remain in full force and effect in accordance with their terms after the consum mation of the Name Change.


      Now therefore, based upon the foregoing provisio ns, Lessee and Suwannee American Cement represent to the Authority and agree to the follow ing:


      1. Lessee and Suwannee Americ an Cement represent and agree that the Aut hor ity' s consent to the Name Change from Lessee to Suwannee American Cement is a condition under the Agreements. Lessee and Suwannee American Cement represent and agree that the Name Change has taken place. Suwannee American Cement and Lessee further represent and warrant to the Autho rity that Suwannee American Cement has the sufficient financial resources to secure the performance of the covenants of the Agreements, which are at least equal to those of Lessee prior to the Name Change. Suwannee American Cement and Lessee further represent and warrant to the Authority that Suwannee American Cement is a limited lia bilit y company duly authorized to transact business in the State of Florida.


      2. Lessee and Suwannee American Cement unders tand and agree that nothing in this Consent to Alt eration of Agreements shall be deemed to waive or modify any of the provision s of the Agreements . This Consent to Alteration of Agreements shall not be deemed a consent by the Authority to any further alterat ion s of the Agreements.


        image

      3. Lessee certifies that (i) all rent and other sums due and payable under the Agreements as of the date of this Consent to Alteration of Agreements have been paid; (ii) Lessee is in possessio n of the Property and Lessee is the current holder of the leasehold estate created under the Agreements; and (iii) to the best knowledge of Lessee, there are no existing defaults or events of default under the Agre ements and there are no existing events which with the giving of notice or the passage of time or both would constitute a default or event of default under the Agreements.


      4. The current rent under the Agreement is $2,500 per acre, per month together with any applic able F lorida sales tax thereon.


      5. Subject to Section I , Authority acknowledges and consents to the Name Change and shall accept Suwannee American Cement as the lessee under the Agreements, which shall remain in full force and effect in accordance with the tenns of the Agreemen ts after the consummation of the Name Change. After the Name Change, all notices to Suwannee American Cement shall be delivered to the following address in accordance with the Agreements:


    Suwannee American Cement Company, LLC

    4750 EC 470 PO Box 445

    Sumterville, FL 33585


    image

    American Cement Company, LLC

    By_ ­

    Printed:- - - - - - - - - - -

    As its:- - - - - - - - - - -

    The foregoing is approved by the Authority.


    ATTEST: Angelina Colonneso Clerk of Circuit Court

    MANATEE COUNTY PORT AUTHORITY



    By: _


    By:_ _ _ _


    _ _ _


    _ _ _ _ _ _

    Printed:- - - - - - - - - -


    26th February

    Dated this 1--6--t h day ofJ-a--n--u--a-r--y--, 2019.

    Vanessa Baugh Chairman AUTHORITY



    COMMENCING AT THE SOUTHEAST CORNER OF SECTION I TOWNSHIP 33 RANGE 17 MANATEE COUNTY, FLORIDA, ALSO BEING COORDINATE POINT 1136.56 SOUTH AND 3464.23 EAST OF THE PORT MANATEE COORDINATE SYSTEM; THENCE NORTH 1136.56 FEET AND WEST 2851.23 FEET TO THE POINT OF BEGIN NI G WHICH IS ALSO COORDINATE POINT 000.00 NORTH AND 613.0 EAST OF THE PORT MANATEE COORDINATE SYSTEM THENCE NORTH 500 FEET, EAST 520 FEET, SOUTH 500 FEET, WEST 520 FEET TO POINT OF BEGINN ING .


    1 . Amended and Restated Land Lease dated December 17, 2009.

    1. Amendment to Port Manatee Amended and Restated Land Lease dated Nove mber 15, 2012.

    2. Port Manatee Lease Rent Modification Agree ment dated August 18 , 20 I6. 4. Landlo rd' s Wa iver Agreeme nt and Conse nt dated Nov ember 14, 2017.

    1. P ort Manatee Lease Rent Modification Agreement dated February 15, 2018 .

      February 26, 2019


      CONSENT

      AGENDA ITEM 2.E.: PUBLIC TRANSPORTATION GRANT

      AGREEMENT – RAILROAD UPGRADE AND REPLACEMENT


      BACKGROUND:


      The Florida Department of Transportation (FDOT) has agreed to participation in the funding of $45,449 for railroad improvements and has provided the attached Public Transportation Grant Agreement (PTGA). As a condition of the grant, the Port is obligated to contribute 50% (or $45,449), bringing the total project costs to $90,898. 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-19-10 and portions of the State of Florida Department of Transportation, Public Transportation Grant Agreement (complete PTGA available upon request)


      COST AND FUNDING SOURCE:


      $45,449 each is to be paid by FDOT and Port


      CONSEQUENCES IF DEFERRED:


      Possible loss of grant funding and delay in execution of the PTGA.


      LEGAL COUNSEL REVIEW: Yes


      RECOMMENDATION:


      Move to adopt Resolution PA-19-10 authorizing the execution of a Public Transportation Grant Agreement with the Florida Department of Transportation for railroad improvements.


      Financial Project Number

      444887-2-94-01


      PA-19-10


      A RESOLUTION BY THE MANATEE COUNTY PORT AUTHORITY APPROVING AND AUTHORIZING THE EXECUTION OF A 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 railroad upgrades, 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 444887-2-94-01 wherein the Department agrees to a maximum participation in the amount of $45,449 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 Grant 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 26th day of February, 2019. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT

    CLERK OF CIRCUIT COURT AUTHORITY


    image

    By: Chairman


    image

    N/A

    55.021

    Rail Programs: Passenger Development, Capacity or Crossing

    01-973-

    7399

    Federal Award Date:

    Agency DUNS Number:

    N/A

    CFDA Number:

    CFDATitle: CSFA Number: CSFA Title:

    Contract Number: G1548

    088808

    751000

    55012020129

    VF596000727160

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

    FLAIR Category:

    Object Code: Org. Code:

    DIS

    215

    (item-segment-phase-sequence)

    -'-44--'-4-'-8'--'8--'-7--'-2;;_-9.;;..4-'----'-0--'-1 Work Activity Code/Function:

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

    Fund(s):

    Financial Project Number(s):

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

    ,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) 335.141, 341.301 - 341.842, and 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's railroad upgrade and replacement 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)

      Other

      image

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

      Exhibit B: Schedule of Financial Assistance

      *Exhibit B1: Deferred Reimbursement Financial Provisions

      *Exhibit B2: 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)

      *Additional Exhibit(s):


      1 of 30



      *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 February 28, 2024. 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.


        image

      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.


    9. Project Cost:


      2 of30


      1. The estimated total cost of the Project is $90,898. 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

      $45,449, and, additionally 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 "B", 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.


        image

      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.


      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.


        image

      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.


      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.


        1. Final Invoice. The Agency must submit the final invoice on the Project to the Department within 120 days after the completion of the Project. !nvoices 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 "8", 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 Tenn 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."


            image

          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


          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, economical, 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 Requirements 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.


        image

      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

        GRANT AGREEMENT

        OGC 12118


        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.


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      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:

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT

      Fonn 725-000-01 STRATEGIC DEVELOPMENT

      OGC 12/18


      1. 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.


        image

    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


        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 "G", Financial Assistance (Single Audit Act), 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 FDOTSingleAudit@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 FDOTSingleAudit@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.


          image

        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 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 FDOTSingleAudit@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:


          image

          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", Financial Assistance (Single Audit Act), to this Agreement indicates state financial assistance awarded through the Department by this Agreement needed by the Agency to further comply

            GRANT AGREEMENT

            OGC 12118


            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. In the 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.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 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 FDOTSinqleAudit@dot.state.fl.us


            And


            State of Florida Auditor General Local Government Audits/342

            111 West Madison Street, Room 401

            Tallahassee, FL 32399-1450

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


            image

          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.


          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.


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      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.


      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 Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term.


    18. Indemnification and Insurance:


      image

      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, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness 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."


        13 of 30



      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.


        image

      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 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 prov1s1on 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 asignature on behalf of a party will be legal and binding on such party.


        image

      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


    By: _


    Name: Title: _


    STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION


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

    Name: ------------------

    Title: ------------------


    STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

    Legal Review: 1v,

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    ; t)J-o}t;



    image


    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 project upgrades and replaces portions of Port Manatee's on-port rail facilities. Port Manatee's rail facilities have been developed in stages since 1969. with many heavily used rail segments nearing the end of their design life. This project is comprised of a complete track rebuild in three areas, with new cross-ties. tie plates, bolts, tie anchors. spikes. ballast and heavier (e.g.,115 RE) rails.


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


    3. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): This project includes the work required to complete the railroad and rail yard activities described in the Project Description, including: asphalt paving activities: backfilling; bolt installation; concrete; construction: construction inspection cost: compaction; construction management; construction services: contractor stand-by: consulting services: cost estimates; delivery fees: demobilization: demolition: dewatering; disposal of old railroad materials: drainage system: earthwork: electrical systems: engineering services; environmental assessments: fasteners: fencing; form work: geotechnical services; ground covering; joint bolts: lighting systems: line and cross leveling railroad tracks; mitigation assessments: mobilization: permitting: plan development (e.g. 30 / 60 / 90 / 100% and as-builts): precast concrete: preconstruction engineering and design: procurement cost; railroad spikes: railroad cross ties and ballast; rail crossing equipment: rails: rebar installation: signage and way finding: soil improvement work; steel: stormwater management; structural components: surveying: switch gear:: temporary structures: tie box anchoring; tie plates: underlying subgrade; utility components; and, walkway systems.


    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 unallowable costs.


    6. Transit Operating Grant Requirements (Transit Only):


      image

      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.


      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 Description

        Funding Amount


        444887-2-94-01


        DIS


        088808


        2019


        751000


        55.021

        Rail Programs: Passenger Development, Capacity or


        $45,449







        Crossing


        444887-2-94-01

        LF

        088808

        2019

        751000



        $45,449


        Total Financial Assistance

        $90,898


      2. Estimate of Project Costs by Grant Phase:


Phases*

State

Local

Federal

Totals

State

%

Local

%

Federal

%

Land Acquisition

$0

$0

$0

$0

0.00

0.00

0.00

Planning

$0

$0

$0

$0

0.00

0.00

0.00

Environmental/Design/Construction

$45,449

$45,449

$0

$90,898

50.00

50.00

0.00

Capital Equioment

$0

$0

$0

$0

0.00

0.00

0.00

Match to Direct Federal Funding

$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

$45,449

$45,449

$0

$90,898




*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.


Keith Robbins


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Datel t


EXHIBIT C


TERMS AND CONDITIONS OF CONSTRUCTION


  1. Design and Construction Standards and Required Approvals.


    1. The Agency understands that it is responsible for the preparation and certification of all design plans for the Project. The Agency shall hire a qualified consultant for the design phase of the Project or, if applicable, the Agency shall require their design-build contractor or construction management contractor to hire a qualified consultant for the design phase of the Project.


    2. Execution of this Agreement by both Parties shall be deemed a Notice to Proceed to the Agency for the design phase or other non-construction phases of the Project. If the Project involves a construction phase, the Agency shall not begin the construction phase of the Project until the Department issues a Notice to Proceed for the construction phase. Prior to commencing the construction work described in this Agreement, the Agency shall request a Notice to Proceed from the Department's Project Manager, Keith Robbins or FOOT District 1 Seaport Coordinator (email: keith.robbins@dot.state.fl.us) or from an appointed designee. Any construction phase work performed prior to the execution of this required Notice to Proceed is not subject to reimbursement.


    3. The Agency will provide one (1) copy of the final design plans and specifications and final bid documents to the Department's Project Manager prior to bidding or commencing construction of the Project.


    4. The Agency shall require the Agency's contractor to post a payment and performance bond in accordance with applicable law(s).


    5. The Agency shall be responsible to ensure that the construction work under this Agreement is performed in accordance with the approved construction documents, and that the construction work will meet all applicable Agency and Department standards.


      image

    6. Upon completion of the work authorized by this Agreement, the Agency shall notify the Department in writing of the completion of construction of the Project; and for all design work that originally required certification by a Professional Engineer, this notification shall contain an Engineer's Certification of Compliance, signed and sealed by a Professional Engineer, the form of which is attached to this Exhibit. The certification shall state that work has been completed in compliance with the Project construction plans and specifications. If any deviations are found from the approved plans or specifications, the certification shall include a list of all deviations along with an explanation that justifies the reason to accept each deviation.


  2. Construction on the Department's Right of Way. If the Project involves construction on the Department's right-of-way, then the following provisions apply to any and all portions of the Project that are constructed on the Department's right-of-way:


    1. The Agency shall hire a qualified contractor using the Agency's normal bid procedures to perform the construction work for the Project. The Agency must certify that the installation of the Project is completed by a Contractor prequalified by the Department as required by Section 2 of the Standard Specifications for Road and Bridge Construction (2016), as amended, unless otherwise approved by the Department in writing or the Contractor exhibits past project experience in the last five years that are comparable in scale, composition, and overall quality to the site characterized within the scope of services of this Project.


      19 of 30


    2. Construction Engineering Inspection (CEI) services will be provided by the Agency by hiring a Department prequalified consultant firm including one individual that has completed the Advanced Maintenance of Traffic Level Training, unless otherwise approved by the Department in writing. The CEI staff shall be present on the Project at all times that the contractor is working. Administration of the CEI staff shall be under the responsible charge of a State of Florida Licensed Professional Engineer who shall provide the certification that all design and construction for the Project meets the minimum construction standards established by Department. The Department shall approve all CEI personnel. The CEI firm shall not be the same firm as that of the Engineer of Record for the Project. The Department shall have the right, but not the obligation, to perform independent assurance testing during the course of construction of the Project. Notwithstanding the foregoing, the Department may issue a written waiver of the CEI requirement for portions of Projects involving the construction of bus shelters, stops, or pads.


    3. The Project shall be designed and constructed in accordance with the latest edition of the Department's Standard Specifications for Road and Bridge Construction, the Department Design Standards, and the Manual of Uniform Traffic Control Devices (MUTCD). The following guidelines shall apply as deemed appropriate by the Department: the Department Structures Design Manual, AASHTO Guide Specifications for the Design of Pedestrian Bridges, AASHTO LRFD Bridge Design Specifications, Florida Design Manual, Manual for Uniform Minimum Standards for Design, Construction and Maintenance for Streets and Highways (the "Florida Green Book"), and the Department Traffic Engineering Manual. The Agency will be required to submit any construction plans required by the Department for review and approval prior to any work being commenced. Should any changes to the plans be required during construction of the Project, the Agency shall be required to notify the Department of the changes and receive approval from the Department prior to the changes being constructed. The Agency shall maintain the area of the Project at all times and coordinate any work needs of the Department during construction of the Project.


    4. The Agency shall notify the Department a minimum of 48 hours before beginning construction within Department right-of-way. The Agency shall notify the Department should construction be suspended for more than 5 working days. The Department contact person for construction is FOOT District 1 Seaport Coordinator.


    5. The Agency shall be responsible for monitoring construction operations and the maintenance of traffic (MOT) throughout the course of the Project in accordance with the latest edition of the Department Standard Specifications, section 102. The Agency is responsible for the development of a MOT plan and making any changes to that plan as necessary. The MOT plan shall be in accordance with the latest version of the Department Design Standards, Index 600 series. Any MOT plan developed by the Agency that deviates from the Department Design Standards must be signed and sealed by a professional engineer. MOT plans will require approval by the Department prior to implementation.


      image

    6. The Agency shall be responsible for locating all existing utilities, both aerial and underground, and for ensuring that all utility locations be accurately documented on the construction plans. All utility conflicts shall be fully resolved directly with the applicable utility.


    7. The Agency will be responsible for obtaining all permits that may be required by other agencies or local governmental entities.


    8. It is hereby agreed by the Parties that this Agreement creates a permissive use only and all improvements located on the Department's right-of-way resulting from this Agreement shall become the property of the Department. Neither the granting of the permission to use the Department right of way nor the placing of facilities upon the Department property shall operate to create or vest any property right to or in the Agency, except as may otherwise be provided in separate agreements. The Agency shall not acquire any right, title, interest or

      GRANT AGREEMENT EXHIBITS

      OGC 12118


      estate in Department right of way, of any nature or kind whatsoever, by virtue of the execution, operation, effect, or performance of this Agreement including, but not limited to, the Agency's use, occupancy or possession of Department right of way. The Parties agree that this Agreement does not, and shall not be construed to, grant credit for any future transportation concurrency requirements pursuant to Chapter 163, F.S.


      1. The Agency shall not cause any liens or encumbrances to attach to any portion of the Department's property, including but not limited to, the Department's right-of-way.


        1. The Agency shall perform all required testing associated with the design and construction of the Project. Testing results shall be made available to the Department upon request. The Department shall have the right to perform its own independent testing during the course of the Project.


        2. The Agency shall exercise the rights granted herein and shall otherwise perform this Agreement in a good and workmanlike manner, with reasonable care, in accordance with the terms and provisions of this Agreement and all applicable federal, state, local, administrative, regulatory, safety and environmental laws, codes, rules, regulations, policies, procedures, guidelines, standards and permits, as the same may be constituted and amended from time to time, including, but not limited to, those of the Department, applicable Water Management District, Florida Department of Environmental Protection, the United States Environmental Protection Agency, the United States Army Corps of Engineers, the United States Coast Guard and local governmental entities.


          1. If the Department determines a condition exists which threatens the public's safety, the Department may, at its discretion, cause construction operations to cease and immediately have any potential hazards removed from its right-of-way at the sole cost, expense, and effort of the Agency. The Agency shall bear all construction delay costs incurred by the Department.


        1. The Agency shall be responsible to maintain and restore all features that might require relocation within the Department right-of-way.


        2. The Agency will be solely responsible for clean up or restoration required to correct any environmental or health hazards that may result from construction operations.


        3. The acceptance procedure will include a final "walk-through" by Agency and Department personnel. Upon completion of construction, the Agency will be required to submit to the Department final as-built plans and an engineering certification that construction was completed in accordance to the plans. Submittal of the final as-built plans shall include one complete set of the signed and sealed plans on 11" X 17" plan sheets and an electronic copy prepared in Portable Document Format (PDF). Prior to the termination of this Agreement, the Agency shall remove its presence, including, but not limited to, all of the Agency's property, machinery, and equipment from Department right-of-way and shall restore those portions of Department right of way disturbed or otherwise altered by the Project to substantially the same condition that existed immediately prior to the commencement of the Project.


          image

        4. If the Department determines that the Project is not completed in accordance with the provisions of this Agreement, the Department shall deliver written notification of such to the Agency. The Agency shall have thirty (30) days from the date of receipt of the Department's written notice, or such other time as the Agency and the Department mutually agree to in writing, to complete the Project and provide the Department with written notice of the same (the "Notice of Completion"). If the Agency fails to timely deliver the Notice of Completion, or if it is determined that the Project is not properly completed after receipt of the Notice of Completion, the Department, within its discretion may: 1) provide the Agency with written authorization granting such additional time as the Department deems appropriate to correct the deficiency(ies); or 2) correct the deficiency(ies) at the Agency's sole cost and expense,


          without Department liability to the Agency for any resulting loss or damage to property, including, but not limited to, machinery and equipment. If the Department elects to correct the deficiency(ies), the Department shall provide the Agency with an invoice for the costs incurred by the Department and the Agency shall pay the invoice within thirty (30) days of the date of the invoice.


        5. The Agency shall implement best management practices for erosion and pollution control to prevent violation of state water quality standards. The Agency shall be responsible for the correction of any erosion, shoaling, or water quality problems that result from the construction of the Project.


        6. Portable Traffic Monitoring Site (PTMS) or a Telemetry Traffic Monitoring Site (TTMS) may exist within the vicinity of your proposed work. It is the responsibility of the Agency to locate and avoid damage to these sites. If a PTMS or TTMS is encountered during construction, the Department must be contacted immediately.


        7. During construction, highest priority must be given to pedestrian safety. If permission is granted to temporarily close a sidewalk, it should be done with the express condition that an alternate route will be provided, and shall continuously maintain pedestrian features to meet Americans Disability Act (ADA) standards.


        8. Restricted hours of operation will be from Not Applicable (insert restrict hours of operation), Not Applicable (insert days of the week for restricted operation), unless otherwise approved by the Operations Engineer, or designee.


        9. Lane closures on the state road system must be coordinated with the Public Information Office at least two weeks prior to the closure. The contact information for the Department's Public Information Office is:


        Insert District PIO contract info:

        (863) 519-2362


        Note: (Highlighted sections indicate need to confirm information with District Office or appropriate DOT person managing the Agreement)


        image

  3. Engineer's Certification of Compliance. The Agency shall complete and submit the following Notice of Completion and if applicable Engineer's Certification of Compliance to the Department upon completion of the construction phase of the Project.


NOTICE OF COMPLETION



PUBLIC TRANSPORTATION GRANT AGREEMENT BETWEEN

THE STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

and


PROJECT DESCRIPTION: _ DEPARTMENT CONTRACT NO.: _

FINANCIAL MANAGEMENT NO.: _ _

_ _ _ _ _

_ _ _ _

_ _ _

_ _ _

_ _ _

_ _ _


In accordance with the Terms and Conditions of the Public Transportation Grant Agreement, the undersigned

provides notification that the work authorized by this Agreement is complete as of ,20 _


By: _

Nam_e: _ _ _ _

_ _ _ _

_ _ _ _ _

_ _ _

_ _ _

image

Title:



image


ENGINEER'S CERTIFICATION OF COMPLIANCE


PUBLIC TRANSPORTATION GRANT AGREEMENT BETWEEN

THE STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

and


PROJECT DESCRIPTION: _ DEPARTMENT CONTRACT NO.: _ FINANCIAL MANAGEMENT NO.: _

In accordance with the Terms and Conditions of the Public Transportation Grant Agreement, the undersigned certifies that all work which originally required certification by a Professional Engineer has been completed in compliance with the Project construction plans and specifications. If any deviations have been made from the approved plans, a list of all deviations, along with an explanation that justifies the reason to accept each deviation, will be attached to this Certification. Also, with submittal of this certification, the Agency shall furnish the Department a set of "as-built" plans certified by the Engineer of Record/CEI.



SEAL:

By: ------------- P .E=.

Name:


image

Date:

GRANT AGREEMENT EXHIBITS

OGC 12118


EXHIBITD AGENCY RESOLUTION


PLEASE SEE ATTACHED

GRANT AGREEMENT EXHIBITS

OGC 12/18


EXHIBIT E

PROGRAM SPECIFIC TERMS AND CONDITIONS - SEAPORTS


  1. General.

    1. These assurances shall form an integral part of the Agreement between the Department and the Agency.

    2. These assurances delineate the obligations of the parties to this Agreement to ensure their commitment

      and compliance with specific provisions of Exhibit "A", Project Description and Responsibilities and Exhibit "B", Schedule of Financial Assistance as well as serving to protect public investment in seaports and the continued viability of the State Seaport System.

    3. The Agency shall comply with the assurances as specified in this Agreement.


  2. Required Documents. The documents listed below, as applicable, are required to be submitted to the Department by the Agency in accordance with the terms of this Agreement:

    1. Quarterly Progress Reports provided within thirty (30) days of the end of each calendar year quarter, if requested by the Department.

    2. Electronic invoice summaries and backup information, including a progress report must be submitted to the District Office when requesting payment.

    3. All proposals, plans, specifications, and third party contracts covering the Project.


  3. Duration of Terms and Assurances.

    1. The terms and assurances of this Agreement shall remain in full force and effect throughout the useful life of a facility developed; equipment acquired; or Project items installed within a facility for a seaport development project, but shall not exceed 20 years from the effective date of this Agreement.

    2. There shall be no limit on the duration of the terms and assurances of this Agreement with respect to real property acquired with funds provided by the State of Florida.


  4. Compliance with Laws and Rules. The Agency hereby certifies, with respect to this Project, it will comply, within its authority, with all applicable, current laws and rules of the State of Florida and local governments, which may apply to the Project. Including but not limited to the following (current version of each):

    1. Chapter 311, Florida Statutes (F.S.)

    2. Local Government Requirements

      1. Local Zoning/Land Use Ordinance

      2. Local Comprehensive Plan


  5. Construction Certification. The Agency hereby certifies, with respect to a construction-related project, that all design plans and specifications will comply with applicable federal, state, local, and professional standards, including but not limited to the following:

    1. Federal Requirements

    2. Local Government Requirements

      1. Local Building Codes

      2. Local Zoning Codes

    3. Department Requirements

      1. Manual of Uniform Minimum Standards for Design, Construction and Maintenance for Streets and Highways (Commonly Referred to as the "Florida Green Book")

      2. Manual on Uniform Traffic Control Devices


  6. Consistency with Local Government Plans.

    1. The Agency assures the Project is consistent with the currently existing and planned future land use development plans approved by the local government having jurisdictional responsibility for the area surrounding the seaport.

    2. The Agency assures that it has given fair consideration to the interest of local communities and has had

      reasonable consultation with those parties affected by the Project.

    3. The Agency assures that the Comprehensive Master Plan, if applicable, is incorporated as part of the approved local government comprehensive plan as required by Chapter 163, F.S.

      GRANT AGREEMENT EXHIBITS

      OGC 1V18


  7. Land Acquisition Projects. For the purchase of real property, the Agency assures that it will:

    1. Acquire the land in accordance with federal and state laws governing such action.

    2. Maintain direct control of Project administration, including:

      1. Maintain responsibility for all related contract letting and administrative procedures.

      2. Ensure a qualified, State certified general appraiser provides all necessary services and documentation.

      3. Furnish the Department with a projected schedule of events and a cash flow projection within 20 calendar days after completion of the review appraisal.

      4. Establish a Project account for the purchase of the land.

      5. Collect and disburse federal, state, and local Project funds.

    3. The Agency assures that it shall use the land for seaport purposes in accordance with the terms and assurances of this Agreement within 10 years of acquisition.


  8. Preserving Rights, Powers and Interest.

    1. The Agency will not take or permit any action that would operate to deprive it of any of the rights and powers necessary to perform any or all of the terms and assurances of this Agreement without the written approval of the Department. Further, it will act promptly to acquire, extinguish, or modify, in a manner acceptable to the Department, any outstanding rights or claims of right of others which would interfere with such performance by the Agency.

    2. If an arrangement is made for management and operation of the funded facility or equipment by any entity or person other than the Agency, the Agency shall reserve sufficient rights and authority to ensure that the funded facility or equipment will be operated and maintained in accordance with the terms and assurances of this Agreement.

    3. The Agency will not sell or otherwise transfer or dispose of any part of its title or other interests in the funded facility or equipment without prior written approval by the Department. This assurance shall not limit the Agency's right to lease seaport property, facilities or equipment for seaport-compatible purposes in the regular course of seaport business.


  1. Third Party Contracts. The Department reserves the right to approve third party contracts, except that written approval is hereby granted for:

    1. Execution of contracts for materials from a valid state or intergovernmental contract. Such materials must be included in the Department approved Project scope and/or quantities.

    2. Other contracts less than $5,000.00 excluding engineering consultant services and construction contracts. Such services and/or materials must be included in the Department approved Project scope and/or quantities.

    3. Construction change orders less than $5,000.00. Change orders must be fully executed prior to performance of work.

    4. Contracts, purchase orders, and construction change orders (excluding engineering consultant services) up to the threshold limits of Category Three. Such contracts must be for services and/or materials included in the Department approved Project scope and/or quantities. Purchasing Categories and Thresholds are defined in Section 287.017, F.S., and Chapter 60, Florida Administrative Code. The threshold limits are adjusted periodically for inflation, and it shall be the sole responsibility of the Agency to ensure that any obligations made in accordance with this Agreement comply with the current threshold limits. Obligations made in excess of the appropriate limits shall be cause for Department non­ participation.

    5. In all cases, the Agency shall include a copy of the executed contract or other agreement with the backup documentation of the invoice for reimbursement of costs associated with the contract.


  1. Inspection or verification and approval of deliverables. Section 215.422(1), F.S., allows 5 working days for the approval and inspection of goods and services unless the bid specifications, purchase orders, or contracts specifies otherwise. The Agreement extends this timeline by specifying that the inspection or verification and approval of deliverables shall take no longer than 20 days from the Department's receipt of an invoice.

    GRANT AGREEMENT EXHIBITS

    OGC 12/18


  2. Federal Navigation Projects

    1. Funding reimbursed from any federal agency for this Project shall be remitted to the Department, in an amount proportional to the Department's participating share in the Project. The Agency shall remit such funds to the Department immediately upon receipt.

    2. Department funding, as listed in Exhibit "B", Schedule of Financial Assistance, may not be used for environmental monitoring costs.


-- End of Exhibit E --

GRANT AGREEMENT EXHIBITS

OGC 12118


EXHIBIT F


Contract Payment Requirements

Florida Department of Financial Services, Reference Guide for State Expenditures

Cost Reimbursement Contracts


Invoices for cost reimbursement contracts must be supported by an itemized listing of expenditures by category (salary, travel, expenses, etc.). Supporting documentation shall be submitted for each amount for which reimbursement is being claimed indicating that the item has been paid. Documentation for each amount for which reimbursement is being claimed must indicate that the item has been paid. Check numbers may be provided in lieu of copies of actual checks. Each piece of documentation should clearly reflect the dates of service. Only expenditures for categories in the approved agreement budget may be reimbursed. These expenditures must be allowable (pursuant to law) and directly related to the services being provided.


Listed below are types and examples of supporting documentation for cost reimbursement agreements:


  1. Salaries: A payroll register or similar documentation should be submitted. The payroll register should show gross salary charges, fringe benefits, other deductions and net pay. If an individual for whom reimbursement is being claimed is paid by the hour, a document reflecting the hours worked times the rate of pay will be acceptable.


  2. Fringe Benefits: Fringe Benefits should be supported by invoices showing the amount paid on behalf of the employee (e.g., insurance premiums paid). If the contract specifically states that fringe benefits will be based on a specified percentage rather than the actual cost of fringe benefits, then the calculation for the fringe benefits amount must be shown.


    Exception: Governmental entities are not required to provide check numbers or copies of checks for fringe benefits.


  3. Travel: Reimbursement for travel must be in accordance with Section 112.061, Florida Statutes, which includes submission of the claim on the approved State travel voucher or electronic means.


  4. Other direct costs: Reimbursement will be made based on paid invoices/receipts. If nonexpendable property is purchased using State funds, the contract should include a provision for the transfer of the property to the State when services are terminated. Documentation must be provided to show compliance with Department of Management Services Rule 60A-1.017, Florida Administrative Code, regarding the requirements for contracts which include services and that provide for the contractor to purchase tangible personal property as defined in Section 273.02, Florida Statutes, for subsequent transfer to the State.


  5. In-house charges: Charges which may be of an internal nature (e.g., postage, copies, etc.) may be reimbursed on a usage log which shows the units times the rate being charged. The rates must be reasonable.


  6. Indirect costs: If the contract specifies that indirect costs will be paid based on a specified rate, then the calculation should be shown.


    Contracts between state agencies, and/or contracts between universities may submit alternative documentation to substantiate the reimbursement request that may be in the form of FLAIR reports or other detailed reports.


    The Florida Department of Financial Services, online Reference Guide for State Expenditures can be found at this web address http://www.myfloridacfo.com/aadir/reference guide/.

    GRANT AGREEMENT EXHIBITS

    OGC 12/18


    EXHIBITG


    STATE FINANCIAL ASSISTANCE (FLORIDA SINGLE AUDIT ACT)



    THE STATE RESOURCES AWARDED PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: SUBJECT TO SECTION 215.97, FLORIDA STATUTES:~

    Awarding Agency: Florida Department of Transportation

    State Project Title: Rail Programs: Passenger Development, Capacity or Crossing

    CSFA Number: 55.021

    *Award Amount: $45,449


    *The award amount may change with amendments


    Specific project information for CSFA Number 55.021 is provided at: https://apps.fldfs.com/fsaa/searchCatalog.aspx



    COMPLIANCE REQUIREMENTS APPLICABLE TO STATE RESOURCES AWARDED PURSUANT TO THIS AGREEMENT:


    State Project Compliance Requirements for CSFA Number 55.021 are https://apps.fldfs.com/fsaa/searchCompliance.aspx

    provided at:


    The State Projects Compliance Supplement is provided at: https://apps.fldfs.com/fsaa/compliance.aspx

    To: Keith.Robbins@dot.state.fl.us


    FLORIDA DEPARTMENT OF TRANSPORTATION FUNDS APPROVAL

    G1548 1/28/2019

    .-,.,c ,.. ,,f

    ontract:

    G1548

    ontract Type:

    I GD - GRANT DISBURSEMENT (GRANT)

    fethod of Procurement:

    , G- GOVERMENTAL AGENCY (287.057.F.S.)

    Jendor Name:

    COUNTY OF MANATEE

    fandorlD:

    F596000727160

    laglnnlng Date of This Agreement: I 01/24/2019

    f' ndl g Date of This Agreement: 02/26/2021


    ',,

    ontract Total/Budgetary Ceiling:

    ' ct= $45,449.00

    'c,i.; :,1.. ' lo:,..··:

    Port internal railroad improvements (SIS)

    CONTRACT INFORMATION


    .


    image


    - ··

    FUNDS APPROVAL INFORMATION

    FUNDS APPROVED/REVIEWED FOR ROBIN M. NAITOVE, CPA, COMPTROLLER ON 1/28/2019


    ction:

    Original

    1eviewed or Approved:

    APPROVED

    0,rganization Code:

    55012020129

    pansion Option:

    AJ

    ,bject Code:

    751000

    mount:

    $45.449.00

    F.inancial Project :

    44488729401

    ..,ark Activity (FCT):

    ;

    215

    FDA:


    l

    fiscal Year:

    ··'

    2019

    udget Entity:

    55100100

    !:¢ategory/Category Year: :i

    088808/19

    Amendment ID:

    0001

    :

    Sequence:

    'ii'

    00

    a;iser Assigned ID:


    ¥oc ine, (6 §J lµJ,_:

    0001/04

    ·


    Total Amount: $45,449.00


    Page1 of 1

    February 26, 2019


    CONSENT

    AGENDA ITEM 2.F.: PUBLIC TRANSPORTATION GRANT

    AGREEMENT – ROADWAY REHABILITATION AND UPGRADE


    BACKGROUND:


    The Florida Department of Transportation (FDOT) has agreed to participation in the funding of $2,000,000 for port-wide roadway rehabilitation and upgrades and has provided the attached Public Transportation Grant Agreement (PTGA). As a condition of the grant, the Port is obligated to contribute 50% (or $2,000,000), bringing the total project costs to

    $4,000,000. 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-19-11 and portions of the State of Florida Department of Transportation, Public Transportation Grant Agreement (complete PTGA available upon request)


    COST AND FUNDING SOURCE:


    $2,000,000 each is to be paid by FDOT and Port


    CONSEQUENCES IF DEFERRED:


    Possible loss of grant funding and delay in execution of the PTGA.


    LEGAL COUNSEL REVIEW: Yes


    RECOMMENDATION:


    Move to adopt Resolution PA-19-11 authorizing the execution of a Public Transportation Grant Agreement with the Florida Department of Transportation for port-wide roadway rehabilitation and upgrades.


    Financial Project Number

    444277-1-94-01


    PA-19-11


    A RESOLUTION BY THE MANATEE COUNTY PORT AUTHORITY APPROVING AND AUTHORIZING THE EXECUTION OF A 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 port-wide roadway rehabilitation and upgrades, 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 444277-1-94-01 wherein the Department agrees to a maximum participation in the amount of $2,000,000 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 Grant 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 26th day of February, 2019. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT

CLERK OF CIRCUIT COURT AUTHORITY


image

By: Chairman


image

N/A

55.005

Seaport Grant Program

01-973-

7399

Federal Award Date:

Agency DUNS Number:

G1531

N/A

Contract Number :

CFDA Number :

CFDA Title: CSFA Number: CSFATitle:

088794

751000

55012020129

VF596000727160

-:-----------,,....,....,-- Identification Number (FAIN) - Transit only: Vendor Number:

FLAIR category:

Object Code: Org. Code:

PORT

215

Fund(s):

_444_2_7_7_-1_-94_-_0_1 Work Activity Code/Function:

Federal Number/Federal Award

Financial Project Number(s):

(item-segment-phase-sequence)

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

,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) 311.07, 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's rehabilitation and upgrade of roadways 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

    image

    X Seaports Transit lntermodal

    Rail Crossing Closure

    Match to Direct Federal Funding (Aviation or Transit)

    Other


  4. Exhibits. The following Exhibits are attached and incorporated into this Agreement:


    X Exhibit A: Project Description and Responsibilities

    X Exh ibit B: Schedule of Financial Assistance

    *Exhibit B1: Deferred Reimbursement Financial Provisions

    *Exhibit B2: Advance Payment Financial Provisions X *Exhibit C: Terms and Conditions of Construction X Exhibit D: Agency Resolution

    X Exhibit E: Program Specific Terms and Conditions

    X Exhibit F: Contract Payment Requirements

    X *Exhibit G: Financial Assistance (Single Audit Act)

    *Additional Exhibit(s):


    1 of 30



    *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, 2024. 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 consldered 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.


      image

    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.


  9. Project Cost:


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    1. The estimated total cost of the Project is $4,000,000. 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

    $2,000,000, and, additionally 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 "B", 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.


      image

    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.


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    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 leveis, 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.


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    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.


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    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.


      1. 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 "8", 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:


          image

          ''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


          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, economical, 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 Requirements 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).


      image

    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. of 30

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT

      Form 725-000--01 STRATEGIC DEVELOPMENT

      OGC 12/18


      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 contractuar 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.


      image

    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 discriminateon 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. 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 DepartmenHunded 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


      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 "G", Financial Assistance (Single Audit Act), 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.


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      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 FDOTSingleAudit@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.qov/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 FDOTSingleAudit@dot.sta.tfel.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 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 Federai 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 FDOTSingleAudit@dot.state.fl.us


      State Funded:


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      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", Financial Assistance (Single Audit Act), to this Agreement indicates state financial assistance awarded through the Department by this Agreement needed by the Agency to further comply


          10 of 30

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Form 725-000--01 STRATEGIC DEVELOPMENT

          OGC12118


          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. In the 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 FDOTSingleAudit@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 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

          image

          Tallahassee, Florida 32399-0405 FDOTSingleAudit@dot.state.fl.us


          And


          State of Florida Auditor General Local Government Audits/342

          111 West Madison Street, Room 401

          Tallahassee, FL 32399-1450

          Email: flaudgen localgovt@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.


          11 of 30

          GRANT AGREEMENT

          OGC 12118


        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:


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    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 consutlant 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.


    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.


  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, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness 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.


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    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 fried 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 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 prov,s,on 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.


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    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 asignature on behalf of a party will be legal and binding on such party.


    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 ­


STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION


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

Name: John Kubler

-----------

Name:

Title: Director of Transportation Development

Title:



STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

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GRANT AGREEMENT EXHIBITS

OGC 12/18


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)): Major roadways at Port Manatee are becoming severely worn under regular, heavy use. There are only two routes in and out of the Port. The roads are not subject to the state roadway weight limits and, as such, are subject to ongoing frequent use by overweight yard mules and rubber tire mobile harbor cranes that rely on the road network for transfer between docks on the north and south sides of the Port. Heavy use of roadways is expected to only increase. This Agreement provides Department funding for roadway environmental, design and c