A meeting of the Manatee County Port Authority will be held during a Land Use meeting, June 6, 2019, at 9 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

MANATEE COUNTY PORT AUTHORITY AGENDA June 6, 2019 – 9 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. Public Transportation Grant Agreement – Berth 4 Extension

2. Public Transportation Amendment to The Public Transportation Agreement –

Expansion of the Intermodal Container Yard

3. Request for Qualifications Berth 4 Extension Engineering Services Ranking

4. 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

June 6, 2019

AGENDA ITEM 1: PUBLIC TRANSPORTATION GRANT AGREEMENT – BERTH 4 EXTENSION

BACKGROUND:

The Florida Department of Transportation (FDOT) has agreed to participation in the funding of $11,374,166 for the Berth 4 Rehabilitation and Reconstruction project and has provided the attached Public Transportation Grant Agreement (PTGA). As a condition of the grant, the Port is obligated to contribute 25% (or $3,791,389), bringing the total project costs to $15,165,555. 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-19-15 and portions of the State of Florida Department of Transportation

Public Transportation Grant Agreement (complete PTGA available upon request)

COST AND FUNDING SOURCE:

Total for the project is $11,374,166 FDOT and $3,791,389 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-19-15 authorizing the execution of a Public Transportation Grant Agreement with the Florida Department of Transportation for the extension of Berth 4 (Berth 4 Rehabilitation and Reconstruction).

01142195-1

Financial Project Number

433457-1-94-05

PA-19-15

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 the Berth 4 rehabilitation and reconstruction project, 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.

that:

NOW THEREFORE BE IT RESOLVED by the Manatee County Port Authority

1. The State of Florida Department of Transportation Public Transportation Grant Agreement, identified as Financial Project Number 433457-1-94-05 wherein the Department agrees to a maximum participation in the amount of $11,374,166 is approved. The Chairman of the Port Authority, or, in the absence of the Chairman, any Vice Chairman of the Port Authority, is authorized to execute the Public Transportation Agreement on behalf of the Port Authority.

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

ADOPTED with a quorum present and voting this the 6th day of June, 2019.

By: Chairman

01142195-1

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000-01

STRATEGIC DEVELOPMENT OGC 02/19

Financial Project Number(s):

(item-segment-phase-sequence)

Fund(s): DIS, GMR, DPTO, POED FLAIR Category: 088794,088807

4...:..3 34:....:.-=.5.:...7-....:.1.....:-9;_:4....:-0:...::5

Work Activity Code/Function: ....::2;...:.1-=..5

Object Code:

751000

---------- Federal Number/Federal Award Org. Code:

-------,....,"77<:...,..-Identification Number (FAIN)- Transit only: ....,.N':':'/A.,-- Vendor Number: Contract Number: G1946 Federal Award Date: N/A

55012020129 VF596000727160

73

CFDA Number: N/A Agency DUNS Number: 3 -

CFDA Title: CSFA Number: CSFA Title:

N/A

55.005,55.034

Seaport Grant Programs, Seaport Investment Program

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

-:::--------= --------' by and between the State of Florida, Department of Transportation,

("Department"), and Manatee County Port Authority, ("Agency"). The Department and the Agency are

sometimes referred to in this Agreement as a "Party" and collectively as the "Parties."

NOW, THEREFORE, in consideration of the mutual benefits to be derived from joint participation on the

Project, the Parties agree to the following:

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

2. Purpose of Agreement. The purpose of this Agreement is to provide for the Department's participation in Port Manatee's Berth 4 rehabilitation and reconstruction 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

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 Exhibit 8: Schedule of Financial Assistance

*Exhibit 81: Deferred Reimbursement Financial Provisions

*Exhibit 82: 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

Exhibit F: Contract Payment Requirements

X *Exhibit G (G1 and G2): Financial Assistance (Single Audit Act)

*Additional Exhibit(s):

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STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000..()1

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*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 May 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 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.

a. _ 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.

a. 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.

b. 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.

c. 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.

d. 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.

e. 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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STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000-01

STRATEGIC DEVELOPMENT OGC 02/19

a. The estimated total cost of the Project is $15.165,555. 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.

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

$11,374.166 and, the Department's participation in the Project shall not exceed 75.00% 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:

a. 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.

b. 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.

c. 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.

d. 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.

e. Travel Expenses. The selected provision below is controlling regarding travel expenses:

X 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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STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000·01

STRATEGIC DEVELOPMENT OGC02/19

f. 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.

g. 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.

h. 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.

i. 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.

j. 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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STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000-01

STRATEGIC DEVELOPMENT OGC 02/19

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

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

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

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

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

o. 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.

p. 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
5 of33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725·000-01

STRATEGIC DEVELOPMENT OGC 02/19

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

Description and Responsibilities.

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

a. 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.

b. 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.

c. 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:

i. 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

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

d. _ 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).

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

i. _Agency has selected to seek reimbursement from the Department for actual indirect expenses (no rate).

ii. _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.

iii. _ 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.

f. 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.

g. 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

6 of33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000-01

STRATEGIC DEVELOPMENT OGC 02/19

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

12. Contracts of the Agency:

a. 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. !f 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.
b. 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 "8", 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.
c. 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.
d. 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:

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STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000 1

STRATEGIC DEVELOPMENT OGC 02/19

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

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

a. 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.

b. 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:

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

ii. 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.

iii. 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.

iv. 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.

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

i. 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.

ii. 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:

a. 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

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STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000-'!1

STRATEGIC DEVELOPMENT OGC 02/19

inspections, reviews, investigations, or audits deemed necessary by the Department, State of
Florida Chief Financial Officer (CFO), or State of Florida Auditor General.
b. 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:
i. 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.
ii. 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.
iii. 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).
iv. 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.

v. 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,

9 of33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000·01

STRATEGIC DEVELOPMENT OGC 02/19

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.

vi. 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.

vii. 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:

a. 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.

b. 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:

i. 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 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000·01

STRATEGIC DEVELOPMENT OGC 02/19

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.
ii. 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.
iii. 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).
iv. 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
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
v. 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.

vi. 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 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000-01

STRATEGIC DEVELOPMENT OGC 02/19

vii. 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.
viii. 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.
c. 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:

a. 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.

b. 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.

c. 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.

d. 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.
12 of 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000.01

STRATEGIC DEVELOPMENT OGC 02119

e. 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.

f. 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.

g. E-Verify. The Agency shall:

i. 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

ii. 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:

a. 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 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725·000·01

STRATEGIC DEVELOPMENT OGC 02119

b. 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.

c. 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.

d. 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

14 of 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 72!Hl00..01

STRATEGIC DEVELOPMENT OGC 02/19

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.
e. 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:

a. 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.

b. 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.

c. 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.

d. 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.

e. 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.

f. 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.

g. 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 ofthis Agreement with a signature on behalf of a party will be legal and binding on such party.

h. 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).

15 of33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000-01

STRATEGIC DEVELOPMENT OGC 02/19

i. 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.

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

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

AGENCY Manatee County Port

Authority

By: ------------------------- Name:----------------------- Title: -----------------------

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

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

Name: John Kubler, P.E.

Title: Director of Transportation Development

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION Legal Review: vi':/

.r)L .j/l'J

16 of33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02

STRATEGIC DEVELOPMENT OGC 03119

EXHIBIT A

Project Description and Responsibilities

A. 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 provides Department participation for Port Manatee's Berth 4 rehabilitation and reconstruction initiative. Port Manatee's North Port area is comprised of Berths 4 through 8. where

the majority of the port's dry bulk cargoes are loaded/unloaded. From calendar years 2017 to 2019, dry bulk operations have experienced significant growth, and this high growth rate cannot be sustained with the design of current infrastructure. The combined berth length of Berths 4 and 5 is only 1.200 feet. making it difficult to support vessel operations on each berth simultaneously. In addition. there is an area of overlapped use between Berths 4 and 5.

which experiences double the use of each individual berth. leading to increased wear and tear of this overlapping area. A reconstruction of Berth 4 is the most viable approach to correct the design of the Port's North Port area. maximize the Port's operating capacity, and to extend the design life of Berths 4 and 5.

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

C. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): This Project includes the environmental work. design work. and construction work required to complete the Berth rehabilitation and reconstruction activities described in the Project Description. including: aids to navigation; apron improvements; asphalt paving activities: benthic studies; berthing area widening and deepening; bulkhead caps; cap faces repair or installation; cable protection systems: cap soffits repair or installation; cast in place concrete; cathodic protection; compaction; concrete beams; construction; construction inspection cost: construction management: construction services; consulting services; contractor stand-by; cost · estimates: crack repairs; crane rail repair or installation; deck ballast: demobilization; demolition: electrical systems: engineering services; environmental assessments; fasteners and connectors; fenders and bollards; form work; geotechnical services: historical resource studies: installation and testing: lighting systems; mitigation assessments: mobilization: panel soffits repair or installation; permitting: pilings; plan development (e.g.. 30/60/90/100% and as­ builts); precast concrete; preconstruction engineering and design: procurement costs: rebar repair or installation: reconstruction of underdeck concrete; seagrass studies: sheet piling: shore and slope protection: sidewalk and walkway systems; signage and way finding; steel; stormwater management; striping of roadway or storage areas; structural components: surveying; temporary structures: tie-back systems: turning basin widening and deepening; and, water quality protection structures.

D. 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.

E. Unallowable Costs (including but not limited to): Travel costs are unallowable costs.

F. Transit Operating Grant Requirements (Transit Only):

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

17 of 33

Berth 4 Rehabilitati-on & Reconstruction

18 of 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02

STRATEGIC DEVELOPMENT OGC 03119

EXHIBIT B

Schedule of Financial Assistance

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

A. Fund Type and Fiscal Year:

B. Estimate of Project Costs by Grant Phase:

*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

Department Grant Manager Name

19 of 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

--

Form 725-000-02

STRATEGIC DEVELOPMENT OGC 03/19

20 of 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02

STRATEGIC DEVELOPMENT OGC 3119

EXHIBITC

TERMS AND CONDITIONS OF CONSTRUCTION

1. Design and Construction Standards and Required Approvals.

a. 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.

b. 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.

c. 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.

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

e. 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.

f. 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:

a. 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 ofthe 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.

21 of 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02

STRATEGIC DEVELOPMENT OGC 3119

b. 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.

c. 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.

d. 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 Keith Robbins or FOOT District 1 Seaport Coordinator.

e. 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.

f. 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.

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

h. 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

22 of33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000·02

STRATEGIC DEVELOPMENT OGC 3/19

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.

i. 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.

j. 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.

k. 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.

I. 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.

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

n. 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.

o. 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.

p. 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,

23 of 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725·000·02

STRATEGIC DEVELOPMENT OGC 3/19

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.

q. 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.

r. 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.

s. 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.

t. Restricted hours of operation will be as follows, unless otherwise approved by the Department's District Construction Engineer or designee (insert hours and days of the week for restricted operation): Not Applicable

u. 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 FAX (239) 338-2353

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

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.

24 of 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725·000·02

STRATEGIC DEVELOPMENT OGC 3/19

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: Name: _

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

25 of 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02

STRATEGIC DEVELOPMENT OGC 3/19

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.

By:

P .E=.

SEAL: Name: _

Date:

26 of 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION

GRANT AGREEMENT EXHIBITS

Form 725-000.02

STRATEGIC DEVELOPMENT OGC 03/19

EXHIBIT D AGENCY RESOLUTION

PLEASE SEE ATTACHED

27 of 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000·02

STRATEGIC DEVELOPMENT OGC 03/19

EXHIBIT E

PROGRAM SPECIFIC TERMS AND CONDITIONS - SEAPORTS

A. 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.

B. 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.

C. 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.
D. 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

a. Local Zoning/Land Use Ordinance

b. Local Comprehensive Plan

E. 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

a. Local Building Codes

b. Local Zoning Codes

3. Department Requirements

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

b. Manual on Uniform Traffic Control Devices

F. 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.

28 of 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02

STRATEGIC DEVELOPMENT OGC 03/19

G. 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:

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

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

c. Furnish the Department with a projected schedule of events and a cash flow projection within

20 calendar days after completion of the review appraisal. d. Establish a Project account for the purchase of the land.

e. 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.

H. 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.

I. 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.

J. 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.

29 of 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION

GRANT AGREEMENT EXHIBITS

Form 725-000 2

STRATEGIC DEVELOPMENT OGC 03/19

K. 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 "8", Schedule of Financial Assistance, may not be used for

environmental monitoring costs.

L. Acquisition of Crane. Department funding, as listed in Exhibit "B", Schedule of Financial Assistance will be cost reimbursed using the following schedule, unless stated otherwise in Exhibit "A", Project Description and Responsibilities:

1. Sixty (60) percent after landside delivery and acceptance by the Agency.

2. Forty (40) percent after installation and commissioning has been completed.

- End of Exhibit E -

30 of 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000..()2

STRATEGIC DEVELOPMENT OGC 03/19

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.). Supportlng 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/.

31 of 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725·000-02

STRATEGIC DEVELOPMENT OGC 03/19

EXHIBIT G (G1)

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: Seaport Grant Programs

CSFA Number: 55.005

*Award Amount: $8,219,058

*The award amount may change with amendments

Specific project information for CSFA Number 55.005 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

https://apps.fldfs.com/fsaa/searchCompliance.aspx

Number 55.005 are provided at:
The State Projects Compliance Supplement is provided at: https://apps.fldfs.com/fsaa/compliance.aspx

32 of 33

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000..02

STRATEGIC DEVELOPMENT OGC 03/19

EXHIBIT G (G2)

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: Seaport Investment Program

CSFA Number: 55.034

*Award Amount: $3,155,108

*The award amount may change with amendments

Specific project information for CSFA Number 55.034 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 55.034 are https://apos.fldfs.com/fsaa/searchCompliance.aspx
provided at:

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

33 of 33

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

FLORIDA DEPARTMENT OF TRANSPORTATION FUNDS APPROVAL

G1946

5/17/2019

CONTRACT INFORMATION

• G1946

ontract Type: . GD -GRANT DISBURSEMENT (GRANT)

ethod of Procurement:

I

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

Eendor Name: ' COUNTY OF MANATEE

endoriD:

. F596000727160

,i£

ginning Date of This Agreement: 06/21/2019

t· .

finding Date of This Agreement: 06/21/2024

!tontract Total/Budgetary Ceiling: ct = $11,374,167.00

: Berth 4 Rehabilitation and Reconstruction

FUNDS APPROVAL INFORMATION

FUNDS APPROVED/REVIEWED FOR ROBIN M. NAITOVE, CPA, COMPTROLLER ON 5/17/2019

'

Total Amount: $11,374,167.00

Page1 of 1

To: kasmfn.williams@dot.state.fl.us

FLORIDA DEPARTMENT OF TRANSPORTATION FUNDS APPROVAL

G1946

5/23/2019

CONTRACT INFORMATION

G1946

<

Berth 4 Rehabilitation and Reconstruction

FUNDS APPROVAL INFORMATION

FUNDS APPROVED/REVIEWED FOR ROBIN M. NAITOVE, CPA, COMPTROLLER ON 5/23/2019

..

Total Amount: ($1.00)

Page1 of 1

June 6, 2019

AGENDA ITEM 2: PUBLIC TRANSPORTATION AMENDMENT TO THE PUBLIC TRANSPORTATION AGREEMENT – EXPANSION OF THE INTERMODAL CONTAINER YARD

BACKGROUND:

On February 26, 2019, the Authority authorized the execution of a Public Transportation Grant Agreement (PTGA) with the Florida Department of Transportation (FDOT) for the funding of $2,625,000 for the intermodal container yard expansion project. Additional funding of $1,250,000 for the project is available and FDOT has provided the attached Amendment PTGA. As a condition of the grant, the Port is obligated to contribute 50% (or

$3,875,000), bringing the total project costs to $7,750,000. To enter into the agreement, FDOT requires that the Port Authority adopt a resolution specifically approving the PTGA Amendment and authorizing the execution of the PTGA on behalf of the Port Authority by specifically designated officials.

ATTACHMENT:

Resolution PA-19-16 and portions of the State of Florida Department of Transportation Amendment to the Public Transportation Agreement (complete PTGA available upon request)

COST AND FUNDING SOURCE:

Total for the project is $3,875,000 each for FDOT and Port.

CONSEQUENCES IF DEFERRED:

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

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to adopt Resolution PA-19-16 authorizing the execution of a Public Transportation Amendment to the Public Transportation Grant Agreement with the Florida Department of Transportation for the expansion of the intermodal container yard.

Financial Project Number

444251-1-94-01

PA-19-16

A RESOLUTION BY THE MANATEE COUNTY PORT AUTHORITY APPROVING AND AUTHORIZING THE EXECUTION OF A PUBLIC TRANSPORTATION AMENDMENT TO THE PULIBC TRANSPORTATION 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 expansion of the intermodal container yard, and

WHEREAS, the Port Authority has the authority to enter into said Public Transportation Amendment to the Public Transportation 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 Amendment to the Public Transportation Agreement.

that:

NOW THEREFORE BE IT RESOLVED by the Manatee County Port Authority

1. The State of Florida Department of Transportation Public Transportation Amendment to the Public Transportation Agreement, identified as Financial Project Number 444251-1-94-01 wherein the Department agrees to increase participation in the Intermodal Container Yard Expansion project by $1,250,000 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 Amendment to the Public Transportation Agreement on behalf of the Port Authority.

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

ADOPTED with a quorum present and voting this the 6th day of June, 2019.

By: Chairman

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION AMENDMENT TO THE PUBLIC TRANSPORTATION AGREEMENT

Form 725-000-03

STRATEGIC DEVELOPMENT OGC 02/19

Financial Project Number(s): Fund(s):

(ilenH>egment-phase-sequence)

GMR, PORT

FLAIR Category: 088794

...:..44.:..4=2=5..:..1---"1-'-9:...:4....:-0:...;1

Work Activity Code/Function:

...;:::2-'-1.::...5

Object Code:

751000

---------- Federal Number/Federal Award

-:::---,-- ---=:-:--=:-==-- Identification Number (FAIN)- Transit only: Contract Number: G1527 Federal Award Date:

CFDA Number: N/A Agency DUNS Number:

Org. Code:

-:-N.;::/A':'--- Vendor Number:

N/A

01-973-

7399

55012020129

VF596000727160

CFDA Tit!e: CSFA Number: CSFA Title:

N/A

55.005

Seaport Grant Program

THIS AMENDMENT TO THE PUBLIC TRANSPORTATION GRANT AGREEMENT ("Amendment") is made and entered into on , by and between the State of Florida, Department of Transportation ("Department"), and Manatee County Port Authority, ("Agency"),collectively referred to as the "Parties."

RECITALS

WHEREAS, the Department and the Agency on 3/8/2019 (date original Agreement entered) entered into a Public Transportation Grant Agreement ("Agreement").

WHEREAS, the Parties have agreed to modify the Agreement on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual covenants in this Amendment, the Agreement is

amended as follows:

1. Amendment Description. The project is amended to increase Department participation in Port

Manatee's Container Yard Expansion initiative .

2. 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

2s; Seaports

Transit lntermodal

Rail Crossing Closure

Match to Direct Federal Funding (Aviation or Transit)

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

Other

3. Exhibits. The following Exhibits are updated, attached, and incorporated into this Agreement:

2S; Exhibit A: Project Description and Responsibilities

2S; Exhibit B: Schedule of Financial Assistance

*Exhibit B1: Deferred Reimbursement Financial Provisions

*Exhibit B2: Advance Payment Financial Provisions

2S; *Exhibit C: Terms and Conditions of Construction

2S; Exhibit D: Agency Resolution

Exhibit E: Program Specific Terms and Conditions

1 of 17

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION AMENDMENT TO THE PUBLIC TRANSPORTATION AGREEMENT

Form 725-1100..03

STRATEGIC DEVELOPMENT OGC 02/19

X Exhibit F: Contract Payment Requirements

*Exhibit G: Financial Assistance (Single Audit Act)

*Additional Exhibit(s):

4. Project Cost.

The estimated total cost of the Project isincreased/ _ decreased by $2,500.000 bringing the revised total cost of the project to $7.750.000.

The Department's participation is increased/_ decreased by $1.250.000. The Department agrees

to participate in the Project cost up to the maximum amount of $3.875.000, and, additionally the Department's participation in the Project shall not exceed 50.00% of the total eligible cost of the Project.

Except as modified, amended, or changed by this Amendment, all of the terms and conditions ofthe Agreement and any amendments thereto shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment on the day and year written above. AGENCY Manatee County Port Authority STATE OF FLORIDA, DEPARTMENT OF

TRANSPORTATION

By: By: _ Name: Name: J oh n K u b le r P ·=E ·---------------------

Title: Title: Director of Transportation Development

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

Legal Review: J(v .r;i'fiq

2 of 17

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Fonn 725-000.02

STRATEGIC

DEVELOPMENT OGC 03/19

EXHIBIT A

Project Description and Responsibilities

A. Project Description (description of Agency's project to provide context, description of project components funded via this Agreement (if not the entire project)): Port Manatee has seen increasing container volumes over the past several fiscal years. and there is an ongoing transition to containers from breakbulk oftentimes resulting in full capacity in the Port's existing 10-acre intermodal container yard. Expansion of the container yard will create the opportunity to expand the Port's customer base. accommodate potential new business of perishable cargo. and prepare for ongoing transitions from breakbulk to containers.

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

C. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): This project includes the environmental. design and construction work required to complete the activities described in the Project Description. including: air quality and emission services; asphalt paving activities; backfilling; cable protection systems; compaction; concrete: construction inspection services; construction management services; construction services; consulting services; contractor stand-by; cost estimates; demobilization; demolition; drainage systems; earthwork: economic assessments; electrical systems: engineering services: environmental assessments: feasibility studies; fencing: final plan development; fire protection services: form

work; gate installation or reconfiguration; geographic analysis: geotechnical services: ground covering; historical

resource studies; installation and testing; lighting systems; mitigation assessments; mobilization; permitting; plan development (e.g.. 30 /60 /90 /100% and as-builts); precast concrete; preconstruction engineering and design; procurement cost: rail materials: rebar installation; refrigerated container racks: roadway medians; security systems; signage; soil management work: stormwater management; striping of roadway or storage areas; structural components; surveying: temporary structures; and. utility components.

D. 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.

E. Unallowable Costs (including but not limited to): Travel costs are unallowable costs.

F. Transit Operating Grant Requirements (Transit Only):

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

3 of 17

4 of 17

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000..()2

STRATEGIC DEVELOPMENT OGC 03/19

EXHIBITS

Schedule of Financial Assistance

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

A. Fund Type and Fiscal Year:

B. Estimate of Project Costs by Grant Phase:

·- 0.00

*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

5 of 17

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000 2

STRATEGIC DEVELOPMENT OGC 3/19

EXHIBITC

TERMS AND CONDITIONS OF CONSTRUCTION

1. Design and Construction Standards and Required Approvals.

a. 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.

b. 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.

c. 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.

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

e. 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.

f. 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:

a. 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 ofthe 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.

6 of 17

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000.02

STRATEGIC DEVELOPMENT OGC 3/19

b. 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.

c. 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.

d. 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 Keith Robbins or FOOT District 1 Seaport Coordinator.

e. 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.

f. 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.

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

h. 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

7 of 17

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02

STRATEGIC DEVELOPMENT OGC 3/19

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.

i. 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.

j. 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.

k. 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.

I. 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.

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

n. 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.

o. 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.

p. 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,

8 of 17

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000.02

STRATEGIC DEVELOPMENT OGC 3/19

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.

q. 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.

r. 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.

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

t. Restricted hours of operation will be as follows, unless otherwise approved by the Department's District Construction Engineer or designee (insert hours and days of the week for restricted operation): Not Applicable

u. 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 FAX (239) 338-2353

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

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.

9 of 17

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02

STRATEGIC DEVELOPMENT OGC 3/19

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: Name: _

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

10 of 17

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02

STRATEGIC DEVELOPMENT OGC 3/19

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.

By:

P .E=.

SEAL: Name: _

Date:

11 of 17

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02

STRATEGIC DEVELOPMENT OGC 03/19

EXHIBIT D AGENCY RESOLUTION

PLEASE SEE ATTACHED

12 of 17

STATE Of FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000..02

STRATEGIC

DEVELOPMENT OGC 03/19

EXHIBIT E

PROGRAM SPECIFIC TERMS AND CONDITIONS - SEAPORTS

A. 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.

B. 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.

C. 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.

D. 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

a. Local Zoning/Land Use Ordinance

b. Local Comprehensive Plan

E. 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

a. Local Building Codes

b. Local Zoning Codes

3. Department Requirements

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

b. Manual on Uniform Traffic Control Devices

F. 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.

13 of 17

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000.02

STRATEGIC DEVELOPMENT OGC 03119

G. 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:

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

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

c. Furnish the Department with a projected schedule of events and a cash flow projection within

20 calendar days after completion of the review appraisal.

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

e. 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.

H. 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 b,fany 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.

I. 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.

J. 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.

14 of 17

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-112

STRATEGIC DEVELOPMENT OGC 03/19

K. 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 "8", Schedule of Financial Assistance, may not be used for

environmental monitoring costs.

L. Acquisition of Crane. Department funding, as listed in Exhibit "8", Schedule of Financial Assistance will be cost reimbursed using the following schedule, unless stated otherwise in Exhibit "A", Project Description and Responsibilities:

1. Sixty (60) percent after landside delivery and acceptance by the Agency.

2. Forty (40) percent after installation and commissioning has been completed.

-- End of Exhibit E --

15 of 17

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Fonn 725-000-02

STRATEGIC OEVELOPMENT OGC 03/19

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/.

16 of 17

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-0011-02

STRATEGIC DEVELOPMENT OGC 03/19

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: Seaport Grant Program

CSFA Number: 55.005

*Award Amount: $3,875,000

*The award amount may change with amendments

Specific project information for CSFA Number 55.005 is provided at: https://apps.fldfs.com/fsaa/searchCatalog.asox

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

State Project Compliance Requirements for CSFA Number 55.005 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

17 of 17

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

FLORIDA DEPARTMENT OF TRANSPORTATION FUNDS APPROVAL

G1527

5/17/2019

CONTRACT INFORMATION

ilontract Type:

1

GD - GRANT DISBURSEMENT (GRANT)

fethod of Procurement: G- GOVERMENTAL AGENCY (287.057,F.S.)

fendor Name: -: COUNTY OF MANATEE Vendor 10: F596000727160

.eginnlng Date of This Agreement: ' 03/08/2019

!,!l!1 .pt,i?,JJ,= lntermodal Cargo Yard Improvements Phase II

FUNDS APPROVAL INFORMATION

FUNDS APPROVED/REVIEWED FOR ROBIN M. NAITOVE, CPA, COMPTROLLER ON 5/17/2019

"

Total Amount: $1,250,000.00

Page1 of 1

June 6, 2019

AGENDA ITEM 3: REQUEST FOR QUALIFICATIONS BERTH 4 EXTENSION ENGINEERING SERVICES RANKING

BACKGROUND:

The Port Authority has initiated Engineering Services Request for Qualifications associated with the investigation for planning of the Berth 4 Extension project. This process has been conducted in accordance with Chapter 287.055 Florida Statutes, the Consultants’ Competitive Negotiation Act. The Engineering Request for Qualifications (RFQ) for the project was publicly advertised and made available May 7, 2019, and a mandatory pre-submittal meeting was held on May 16,

2019.

An Evaluation Committee was formed consisting of George F. Isiminger, P.E., Senior Director of Planning, Engineering and Environmental Affairs, Shawn Smith, Director of Operations and Maintenance, and Denise Stufflebeam, Senior Director of Business Administration and Finance. The Evaluation Committee members met publicly at Port Manatee Access Control Center June 4,

2019, to discuss ranking proposers. The Evaluation Committee reached consensus on recommending the following firms/teams to the Manatee County Port Authority for certification and authorization to negotiate contracts for the project. They are listed in order of recommended rank.

1. Stantec

2. AECOM

3. RS&H

4. HDR Engineering, Inc.

ATTACHMENT: N/A

COST AND FUNDING SOURCE: N/A until contracts are negotiated. CONSEQUENCES IF DEFERRED:

Delay in negotiations of contracts for engineering services on Berth 4 Extension Investigation

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve the ranking of the firms and teams of firms for Berth 4 Extension Investigation engineering professional services as recommended by the Evaluation Committee and authorize negotiation of the contracts to be brought back to the Port Authority for approval.

June 6, 2019

4. CONSENT AGENDA

A. Minutes April 18, 2019

May 21, 2019

B. Budget Resolution

C. Revised Mutual Aid Agreement

MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

PORT MANATEE INTERMODAL CENTER, THIRD FLOOR

1905 Intermodal Circle Palmetto, Florida April 18, 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

Absent was:

Carol Whitmore

Also present were:

Carlos Buqueras, Executive Director

Jennifer R. Cowan, Port Authority Attorney

Susan Flowers, Finance Department, Clerk of the Circuit Court Julie Jensvold, Finance Department, Clerk of the Circuit Court Robin Toth, Deputy Clerk, Clerk of the Circuit Court

Chairman Baugh called the meeting to order at 9:01 a.m.

INVOCATION AND PLEDGE OF ALLEGIANCE

The Invocation was delivered by Rich Lewman, Anchor House Chaplin, followed by the

Pledge of Allegiance.

INTRODUCTIONS

Members of the audience introduced themselves.

PUBLIC COMMENT

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

AGENDA PA20190418DOC001

1. EMPLOYEE RECOGNITION

Matthew Appice, Director of International Sales, presented a retirement plaque to

Michele Brennan, Team Assistant, Sales and Marketing, honoring 14-1/2 years of service.

PA20190418DOC002

2. PRESENTATION – KEITH ROBBINS

Keith Robbins, District Freight and Seaport Coordinator, Florida Department of

Transportation (FDOT) District 1, utilized a slide presentation to give an overview of the April

2019 Port Manatee Site Utilization and Network Study. The Study addresses the maritime industry and Port Manatee’s role, purpose of the Study, current infrastructure and identifying future capability/capacity improvements, transportation requirements as a result of forecasted growth and solutions to improve freight flow on existing roadway and Port connectors, Six Major Task Identifications: Conduct in-depth interviews with Port Manatee tenants; Inspect and evaluate the condition and capabilities of the Port’s land side and waterside facilities; Estimation of cargo growth; Review the 2019-2023 Capital Improvements

PA MB 18-19/20

APRIL 18, 2019 (Continued)

Plan; Identify and analyze the roadway network; and Review Port rail service operations.

Mr. Robbins addressed the methodology and findings of all tasks, collaboration with Manatee County, the Northwest Manatee County Area Plan and focusing on where additional roadway and utility infrastructure can be strategically included to promote industrial growth within the County, and the Existing Port layout. The April 2019 Port Manatee Site Utilization and Network Analysis Study Booklet from FDOT District One was distributed.

Discussion ensued regarding an estimated 8.3 percent growth through 2025 led by liquid and dry bulk followed by general cargo and containers, the site is served by CSX Railroad, opportunities for additional future rail service are dependent on substantially increased rail shipment by the Port, Manatee County Redevelopment and Economic Opportunity Department is conducting a study to review the economic opportunities of the County including Port Manatee, the study area is to the Northern boundary (County Line), Southern boundary (Buckeye Road) and Eastern Boundary (I-75), short and long-term recommendations for Port and Roadway-Focused Projects, and the long-term Port-Focused Project of expanding the turning basin to the North side of Port Manatee which is an operationally-driven requirement.

The Piney Point Road maintenance is the number one project that must be addressed. The County has agreed to assume the funding and to rehabilitate the crumbling Piney Point Road project within the next year. Piney Point Road needs repair now and will need to be expanded to accommodate future growth. The work on the road is scheduled to be completed next year and will serve as a stop-gap measure until FDOT can work with the County on more comprehensive road improvements, including the potential to expand the road to 3-4 lanes to match the entrance gate of Port Manatee. A Project Development and Environment (PD&E) Study may be required in addition to needed right-of-way from the Port.

With regard to the temporary traffic signal at the I-275/U.S. 41 intersection, it is unknown at this time if the volume of traffic at this intersection will meet required signal warrants once traffic resumes on the north-bound ramp of I-275. In the next 12-18 months, FDOT would like to get an actual hard count on identified intersections in the report to establish a baseline foundation for where the traffic is today and then perform recounts in three to five years to see how it has grown, pairing it with the percentage of Port growth, and then make the decision if the 2008 PD&E Study should be restarted.

Discussion continued on the connector road concept between the Port and I-75, a draft project scope has been done, the project will be eligible for other funding, the facility study would be an FDOT-funded project, constraining factors, Buckeye Road, should examine the interchange with U.S. 41, review the applicability of the I-75 connector road PD&E study, the opportunity for Port-related businesses in the corridor, a Piney Point Road interchange, land surrounding the Port sits idle, the Port must take the first step, developing property surrounding the Port would increase Port revenue exponentially, serious discussion is needed to make sure the Port and the County are in a position to take advantage of this opportunity, there is a desperate need for truck stops, the State is looking for truck stop opportunities,

and the idea of a new truck stop at the Buckeye Road interchange.

Mr. Robbins addressed the decrease in exports; and stated that, as long as Port Manatee were to increase their exports, focus would have to be on exporting agricultural and/or bulk products.

PA MB 18-19/21

APRIL 18, 2019 (Continued)

Member Trace requested the Buckeye Road/Armstrong Road intersection be included in the PD&E Study.

A motion was made by Member Benac, seconded by Member Bellamy, and carried 6-0, with Member Whitmore absent, to approve the Consent Agenda, incorporating the language as stated in the recommended motions on the cover sheets for the Consent Agenda.

A. WARRANT LIST

Accepted the Warrant (check) Listing, from March 14, 2019, to April 10, 2019, as submitted by the Clerk. PA20190418DOC005

B. MINUTES

Approved the Minutes of March 21, 2019

C. BUDGET RESOLUTION

Adopted Budget Resolution PA-19-13, budgeting a total of $92,500 for the engineering, railroad and maintenance budgets for the demolition and removal of a dilapidated building and discarded water tank ($26,500), unanticipated railroad track repairs ($36,000) and roof repairs ($30,000) PA20190418DOC006

(End Consent Agenda)

4. RAILROAD UPGRADE AND REPLACEMENT CONTRACT AWARD

Carlos Buqueras, Executive Director, stated the Authority previously authorized

(2/26/19) the execution of a Public Transportation Grant Agreement with the Florida Department of Transportation (FDOT) for railroad track improvements. Phase I will include over 3,000 feet of track improvements. An Invitation to Bid was published, and the lowest, responsive bidder was American Track, with a base bid of $75,852. An additional $15,046 is requested for approval in the event of unforeseen defective cross ties.

(Depart Member Servia)

Mr. Buqueras requested approval and authorization for the Chairman to execute the contract between the Manatee County Port Authority and American Tract, in the amount of $75,852, with a contingency amount of $15,046, if approved by the Executive Director, subject to the review and approval of FDOT.

A motion was made by Member Jonsson, seconded by Member Trace, and carried 5-0, with

Members Servia and Whitmore absent, to approve the request as presented.PA20190418DOC007

EXECUTIVE DIRECTOR COMMENTS

Carlos Buqueras, Executive Director, used a slide presentation to comment on the

following:

• The 2018 Comprehensive Annual Financial Report is now available for Fiscal Year ended September 30, 2018

• Port Manatee continues its strong growth and achieves record volumes

• A video clip of containerized cargo was shown

• Port Manatee receives Army Corps of Engineers approval for reimbursement of south channel dredging

Mr. Buqueras distributed the Manatee County Port Authority Schedule of Condensed Financial

Information for the year ended March 31, 2019, Debt Coverage Report for six months ended

PA MB 18-19/22

APRIL 18, 2019 (Continued)

March 31, 2019, 12-Month Bonded Debt Coverage April 1, 2018-March 31, 2019, 12-Month State Infrastructure Bank (SIB) Loans Debt Coverage, 12-Month All Debt Coverage, and 36- Month All Debt Coverage

(Enter Member Servia)

David Sanford, Deputy Executive Director, explained that the Army Corps of Engineers

has approved the Federal reimbursement of $5.3 million to Port Manatee, to dredge to the south channel serving Berths 12 and 14, and details to incorporate the channel into the

overall Federal project (2.9 mile harbor channel and the connection to the turning basin). The

Federal Government will be responsible for the maintenance of the south channel.

Liz Fiocchi, Army Corps of Engineers, Manatee Project Manager, stated the next step is

to execute a Memorandum of Agreement and try to incorporate the project into the upcoming maintenance cycle. This Agreement will also give the Corps the authority to reimburse Port Manatee. The reimbursement comes with the annual budget submission, and there is an opportunity to put in a request for the Fiscal Year 2020 work plan. Several other Florida ports in the Miami and Jacksonville area, also seek dredging funding, and any allocation must pass muster in Congress.

Discussion occurred regarding thanks to the effort by the Army Corps of Engineers to seek reimbursement to Port Manatee of South Channel dredging.

Mr. Buqueras continued with the slide presentation:

• Port staff welcomes Senator Rick Scott’s District Director and Florida Press Secretary

(3/22/19)

• Port Manatee participated in the job shadow program by the University of South Florida

Sarasota-Manatee in cooperation with the Manatee Chamber of Commerce (4/5/19)

• Ship Shape Showcase was a great success. More than 450 people attended the popular event organized by the Manatee Chamber of Commerce (4/4/19)

• Trade Hub opens offices in Latin America and Europe

• Port Manatee to host the second annual International Trade Summit (4/24/19)

• Congratulations to the Port Manatee Propeller Club for being selected as the Propeller

Club South East Region’s Club of the Year

Propeller South East Region Club Of The Year

David St. Pierre, Director of Public Safety and Security, stated the Propeller South East

Club consists of 60 clubs in the South East region. Each year, a convention is held to discuss the issues to bring to the main club. Part of that process is to also select Club of the Year; this year’s South East regional Club of the Year is the Port Manatee Propellor Club.

Congratulations were given to the Port Manatee Propeller Club, and Billy Roy, Club

President, was presented with a plaque award.

Virginia Zimmermann, Port Senior Communications Manager, was congratulated for being selected as Port Manatee Propeller Club’s and South-East Region’s Member of the Year.

PA20190418DOC008

PUBLIC COMMENTS

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

PORT AUTHORITY COMMENTS

PA MB 18-19/23

APRIL 18. 2019 (Continued)

:tJ Port Authority Members thanked everyone for a good meeting and commended Port staff for their work and effort in assisting in Port growth.

ADIOURN

There being no further business, Chairman Baugh adjourned the meeting at 10:22 a.m. Minutes Approved:

PA MB 18-19/24

MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

COUNTY ADMINISTRATIVE CENTER

1112 Manatee Avenue West

Bradenton, Florida

May 21, 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

Susan Flowers, Finance Department, Clerk of the Circuit Court

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

Chairman Baugh called the meeting to order at 11:19 a.m. No comments

AGENDA PA20190521DOC001

1. CONSENT AGENDA

A motion was made by Member Servia, seconded by Member Trace, 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

A. WARRANT LIST

Accepted the Warrant (Check) Listing as submitted by the Clerk’s Office for 4/11/19 –

5/12/19 PA20190521DOC002

B. TARIFFS

Approved the increase in drone and photography services in Item 445 of the Port Manatee Tariff No. 3, and the change in wording for clarification in Item 483 Project Cargo/Heavy Lift Specialized Shipments Wharfage Rates PA20190521DOC003

C. DELEGATION OF AUTHORITY

Adopted Resolution PA-19-15, giving a limited and temporary delegation of authority to the Executive Director during extended periods between Authority meetings

PA20190521DOC004

Upon question, Mr. Buqueras responded that the delegation of authority is very limited.

Keith Robbins, Florida Department of Transportation District 1 Freight Coordinator, updated the Authority on coordination with the Chamber of Commerce regarding a future visit and explained the State is updating the Mobility and Trade plan for District 1. A

stakeholder meeting is being held tomorrow regarding the freight plan. New grant agreement

PA MB 18-19/1

MAY 21, 2019 (Continued)

for additional funds are also expected for a container yard project and Berth 4 rehabilitation. Discussion ensued regarding the freight plan, and playing a larger role in it.

Mr. Buqueras had no other comments.

ADJOURN

There being no further business, Chairman Baugh adjourned the meeting at 11:24 a.m.

Minutes Approved:

PA MB 18-19/2

June 06, 2019

CONSENT

AGENDA ITEM 4.B: BUDGET RESOLUTION BACKGROUND:

This resolution budgets for the following capital improvement projects:

• Container Yard Expansion - $1,250,000 funded 50% by FDOT and $1,250,000, funded 50% Port

• Berth 4 Improvements - $11,374,166 funded 75% by FDOT and $3,791,389, funded 25% Port

ATTACHMENT:

Budget Resolution PA-19-17.

COST AND FUNDING SOURCE:

Budgets $12,624,166 of FDOT grant proceeds and $5,041,389 of Port cash

CONSEQUENCES IF DEFERRED:

Delay in budget allocations

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to adopt Budget Resolution PA-19-17.

RESOLUTION PA-19-17

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:

a) 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.

b) 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.

c) 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 BAAL052119A/B BU19000335

2 BAAL052119A/B BU19000354

ADOPTED with a quorum present and voting this the 06th day of June, 2019.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:

BUDGET ADMENDMENT RESOLUTION NO. PA-19-17

AGENDA DATE: June 06, 2019

1) Fund: FDOT – 50%

Port Capital Improvement – 50% Section: Intermodal Container Yard Expansion

Description: Budgets an additional $2,500,000 for the expansion of the existing

10-acre container yard.

Batch ID: BAAL052119A/B Reference: BU19000335

June 6, 2019

CONSENT

AGENDA ITEM 4.C.: REVISED MUTUAL AID AGREEMENT

BACKGROUND:

On May 21, 2019, the Authority approved the Mutual Aid Agreement between Participating Florida Ports in which signatories agreed to provide assistance and support to the other parties in the event of an emergency or for training for an emergency. The Agreement has since been revised to reflect that the aid between participating Florida seaports is a voluntary. The changes are not substantial in nature in that they do not alter the intention of the document. The revised document is the Memorandum of Understanding for Mutual Aid Between Participating Florida Seaports.

ATTACHMENT:

Memorandum of Understanding for Mutual Aid Between Participating Florida Seaports

COST AND FUNDING SOURCE:

N/A

CONSEQUENCES IF DEFERRED:

Delay in approving agreement

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the execution on behalf of the Port Authority the Memorandum of Understanding for Mutual Aid Between Participating Florida Seaports and rescind the Mutual Aid Agreement Between Participating Florida Ports approved on May 21, 2019.

MEMORANDUM OF UNDERSTANDING FOR MUTUAL AID

BETWEEN PARTICIPATING FLORIDA SEAPORTS

In consideration of the mutual commitments given herein, each of the signatories hereto may request and/or receive emergency and/or disaster relief aid from any of the other signatories as follows:

1. Request for Aid. The requesting signatory agrees to make its request in writing to the aiding signatory within a reasonable period of time after the event requiring aid has occurred and with reasonable specificity. The requesting signatory agrees

to reimburse the aiding signatory as described herein and as specifically provided for in a definitive agreement entered into between the requesting and aiding signatories.

2. Discretionary rendering of Aid. Rendering of aid is completely voluntary and at the complete discretion of the aiding signatory. The rendering of aid is not contingent upon a declaration of a major disaster or emergency by the federal government or upon receiving any federal funds. This Memorandum of Understanding is a legally nonbinding document, entered into for emergency management planning purposes only.

3. Invoice to the Requesting Signatory. Within ninety (90) calendar days of the return to the home port station of all labor and equipment of the aiding signatory, the aiding signatory shall submit to the requesting signatory an invoice for all charges related to the aid provided. The invoice(s) shall contain only charges related to the actual aid provided.

4. Charges to the Requesting Signatory. Reimbursement of aiding signatory costs shall be as follows:

a. Labor force. Charges for aiding signatory labor force shall be reimbursed in accordance with the aiding

signatory’s standard rates and billing practices and applicable Florida law.

b. Equipment. Charges for equipment, such as bucket trucks, digger derricks, and other special equipment supplied by the aiding signatory, shall be reimbursed at the reasonable and customary rates for such equipment rental.

c. Transportation. Charges for transport of all needed personnel and equipment shall be reimbursed at reasonable and customary rates and applicable Florida law.

d. Meals, Lodging and other Related Expenses. Charges for meals, lodging and other related expenses shall be

reimbursed in accordance with actual costs incurred by the aiding signatory and in accordance with applicable

Florida law.

5. Counterparts. The signatories may execute this Memorandum of Understanding in one or more counterparts, each counterpart being deemed an original, and with all counterparts being compiled and incorporated together into a single Agreement.

6. Execution. Each party hereto has read, agreed to and executed this Memorandum of Understanding on the date herein below indicated.

7. Official Record. This Memorandum of Understanding shall be retained as a public record at the offices of the Florida Ports

Council, 502 E. Jefferson St., Tallahassee, FL 32301.

Date

(name/port)

Signed

By _

Title

Witness:

Type Name

Signature/Date