A meeting of the Manatee County Port Authority will be held on Thursday, August 15, 2019 at 9:00 a.m., or as soon thereafter as is practicable in the third floor meeting room of the Port Manatee Intermodal Center, 1905 Intermodal Circle, Palmetto, FL 34221, located at the intersection of South Dock Street and Reeder Road at Port Manatee.


Anyone wishing to attend this meeting who does not have an appropriate Port Manatee identification badge may enter Port Manatee by the north or south gate by displaying photo identification, generally a

driver’s license.


image

MANATEE COUNTY PORT AUTHORITY AGENDA

August 15, 2019 – 9:00 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

Invocation – Chaplain Rich Lewman, Anchor House Pledge of Allegiance

Audience Introductions Public Comments


  1. Presentation


  2. Consent Agenda


  3. Public Transportation Grant Agreement – Railroad Improvements


  4. Public Transportation Grant Agreement – Berth Rehabilitation


  5. 2020 Legislative Priorities


  6. Resolution for the Fiscal Year 2019-2020 Manatee County Port Authority Budget


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

August 15, 2019


AGENDA ITEM 1.: PRESENTATION –KEVIN BUTTON – PORT

MANATEE COMMERCE CENTER


C:\Users\Kevin\Documents\5 PMCC\Marketing\Press Photos\20100412_1030am (poor lighting)\IMG_2590.JPG

Kevin Button is Operations Manager at Port Manatee Commerce Center (PMCC) and is responsible for the overall operation at this 18-acre, near-dock, transloading facility located just outside the security gates at Port Manatee. After joining the PMCC management team in October of 2005, Mr. Button has been instrumental in managing warehouse construction, marketing/sales activities, finance, daily

operations, constructing PMCC’s 3,000-foot railroad spur and activating Foreign Trade Zone 169 in partnership with Port Manatee and Federal Marine Terminals.


Prior to joining PMCC Mr. Button worked 17 years for UPS in Atlanta, Georgia in the areas of operations, engineering, marketing, logistics and management consulting.

Button earned his master’s degree in Business Administration from Keller Graduate School in Atlanta, Georgia and holds an Industrial Engineering Degree from Southern Polytechnic University in Atlanta, Georgia. He is also a licensed real estate agent in the state of Florida.

August 15, 2019


  1. CONSENT AGENDA


    1. Warrant List


    2. Minutes July 23, 2019


    3. Deletion of Port Assets


    4. Five-Year Extension and Amendment of Marine Towing Tugboat Service Agreement


    5. Carver Maritime, LLC Lease Amendment Two


    6. Port Insurance Renewals 2019-2020


RECOMMENDATION:


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


AP

XXXXXXX

V100014

A AND W MAINTENANCE INC

360.00

AP

XXXXXXX

V019302

ABBOTT, PAUL SCOTT

187.50

AP

XXXXXXX

V024688

ADS INC

1,583.38

AP

XXXXXXX

V109817

AMERICAN ASSOCIATION OF, THE

9,713.00

AP

XXXXXXX

V023321

AMERICAN EXPRESS TRAVEL RELATE

62.20

AP

XXXXXXX

V113719

APEX OFFICE PRODUCTS INC

240.70

AP

XXXXXXX

P000270

APPICE, MATTHEW

54.00

AP

XXXXXXX

P000270

APPICE, MATTHEW

108.09

AP

XXXXXXX

V023254

ARCPOINT LABS OF SARASOTA

225.00

AP

XXXXXXX

V118009

AT AND T

63.52

AP

XXXXXXX

V013140

AT AND T MOBILITY

47.47

AP

XXXXXXX

V023501

AT AND T TELECONFERENCE SERVIC

10.95

AP

XXXXXXX

V019152

AUTOZONE

22.33

AP

XXXXXXX

V020091

AVG TECHNOLLGIES USA INC

1,165.49

AP

XXXXXXX

V002730

BANK OF AMERICA

465.77

AP

XXXXXXX

V004571

BATTERY USA INC

473.00

AP

XXXXXXX

V162207

BOB DEAN SUPPLY INC

340.18

AP

XXXXXXX

V022441

BRAZIL FLORIDA BUSINESS COUNCI

1,000.00

AP

XXXXXXX

V007624

BRIGHT HOUSE

304.98

AP

XXXXXXX

V007624

BRIGHT HOUSE

547.89

AP

XXXXXXX

P000278

BUQUERAS, CARLOS

3,455.89

AP

XXXXXXX

V006422

COMMERCIAL FIRE AND COMMUNICAT

12,949.86

AP

XXXXXXX

V246400

COUNCIL OXFORD INC

399.00

ZP

XXXXXXX

L005778

D&D GARAGE DOORS INC

4,397.52

ZP

XXXXXXX

L005778

D&D GARAGE DOORS INC

1,270.00

AP

XXXXXXX

V022096

ENTECH

814.00

ZP

XXXXXXX

L024683

EVERGLADES EQUIPMENT GROUP

522.75

ZP

XXXXXXX

L024683

EVERGLADES EQUIPMENT GROUP

12.55

ZP

XXXXXXX

L024683

EVERGLADES EQUIPMENT GROUP

389.58

AP

XXXXXXX

V320642

FAIRBANKS SCALES

437.82

AP

XXXXXXX

V324212

FEDERAL EXPRESS CORPORATION

8.34

ZP

XXXXXXX

L333009

FLEET PRODUCTS

428.07

AP

XXXXXXX

V021300

FLORIDA PEST CONTROL AND CHEMI

614.00

AP

XXXXXXX

V334116

FLORIDA PORTS COUNCIL

56,875.00

AP

XXXXXXX

V019619

FLORIDA POWER AND LIGHT COMPAN

8,524.67

AP

XXXXXXX

V019619

FLORIDA POWER AND LIGHT COMPAN

54,542.21

AP

XXXXXXX

V019619

FLORIDA POWER AND LIGHT COMPAN

32,560.38

AP

XXXXXXX

V021937

FRONTIER COMMUNICATIONS OF FLO

1,892.99

ZP

XXXXXXX

L007982

FRONTIER LIGHTING INC

192.24

AP

XXXXXXX

V020655

GARCIA, ELENA

401.40

AP

XXXXXXX

V002172

GETTEL TOYOTA

22,652.41

AP

XXXXXXX

V380791

GOODYEAR AUTO SERVICE CENTER

80.00

AP

XXXXXXX

V006728

GOVCONNECTION INC

1,032.83

AP

XXXXXXX

V385628

GRAINGER INC, W W

64.36

AP

XXXXXXX

V385628

GRAINGER INC, W W

16.55

AP

XXXXXXX

V011880

HAJOCA CORPORATION

108.29


WT

XXXXXXX

V020386

HANCOCK BANK

37,399.91

AP

XXXXXXX

V009636

HAYES E GOVERNMENT RESOURCES I

6,628.76

AP

XXXXXXX

V023500

HOME DEPOT CREDIT SERVICES

408.59

AP

XXXXXXX

V023500

HOME DEPOT CREDIT SERVICES

341.52

AP

XXXXXXX

V023500

HOME DEPOT CREDIT SERVICES

388.85

AP

XXXXXXX

V023500

HOME DEPOT CREDIT SERVICES

349.00

AP

XXXXXXX

P000336

HOWARD, ROBERT M

41.51

AP

XXXXXXX

V896015

INTERISK CORPORATION

525.00

AP

XXXXXXX

V896015

INTERISK CORPORATION

450.00

AP

XXXXXXX

V004875

J2 ARTS INC

300.00

AP

XXXXXXX

V000060

JH WILLIAMS OIL CO INC

2,266.20

AP

XXXXXXX

V000060

JH WILLIAMS OIL CO INC

2,374.83

AP

XXXXXXX

V493800

JOHNSON PRINTING

403.80

AP

XXXXXXX

V493800

JOHNSON PRINTING

203.46

AP

XXXXXXX

V015693

LAKEWOOD RANCH BUSINESS ALLIAN

395.00

AP

XXXXXXX

V000423

LEWIS LONGMAN AND WALKER PA

15,409.50

AP

XXXXXXX

V018272

LIGHT BULB DEPOT OF TAMPA

435.24

AP

XXXXXXX

V013723

LOGISTEC USA INC

7,000.00

AP

XXXXXXX

V022184

LOUIS PRYOR SUPPLY INC

215.19

AP

XXXXXXX

V004489

LOWES HOME CENTER INC

850.44

AP

XXXXXXX

V025917

LV CONSULTING LLC

3,892.20

AP

XXXXXXX

V024291

MACKAY COMMUNICATIONS INC

127.25

AP

XXXXXXX

V625403

MAINTENANCE TOO PAPER CO INC

283.60

AP

XXXXXXX

V627027

MANATEE CHAMBER OF COMMERCE

500.00

AP

XXXXXXX

V004140

MANATEE COUNTY PUBLIC WORKS DE

881.59

UT

XXXXXXX

V004140

MANATEE COUNTY PUBLIC WORKS DE

6,768.36

AP

XXXXXXX

V627108

MANATEE PRINTERS INC

219.00

AP

XXXXXXX

V021692

MANATEE RIVERSIDE ROTARY CLUB

100.00

AP

XXXXXXX

V018526

MARTIN MARIETTA MATERIALS

1,933.68

AP

XXXXXXX

P000353

MORAVCHIK, DAVID C

480.13

AP

XXXXXXX

V025109

MORRIS, EDMOND R

1,735.16

AP

XXXXXXX

V017759

MOWERS INC

243.72

AP

XXXXXXX

V696537

NORTHSIDE AUTO PARTS

238.17

AP

XXXXXXX

V696537

NORTHSIDE AUTO PARTS

125.60

AP

XXXXXXX

V025892

OCEANSIDE PROMOTIONS

338.00

AP

XXXXXXX

V701905

OFFICE DEPOT INC

32.38

AP

XXXXXXX

V701905

OFFICE DEPOT INC

1,798.99

AP

XXXXXXX

V701905

OFFICE DEPOT INC

222.16

AP

XXXXXXX

V020673

OREILLY AUTO PARTS

29.99

AP

XXXXXXX

V020673

OREILLY AUTO PARTS

71.64

AP

XXXXXXX

V010854

P & T FILTER SALES INC

272.50

AP

XXXXXXX

V010854

P & T FILTER SALES INC

199.72

AP

XXXXXXX

V747003

PRO ACCESS SYSTEMS INC

275.88

AP

XXXXXXX

V747100

PROFESSIONAL AIR BALANCING INC

1,197.00

AP

XXXXXXX

V010347

PROPELLER CLUB OF THE U S

100.00

AP

XXXXXXX

V021677

PROPELLER CLUB OF THE UNITED S

735.00


AP

XXXXXXX

V748180

PUBLIX SUPER MARKET

180.14

AP

XXXXXXX

P000289

SANFORD, DAVID

61.32

AP

XXXXXXX

P000289

SANFORD, DAVID

167.05

AP

XXXXXXX

P000213

ST PIERRE, DAVID M

159.36

AP

XXXXXXX

P000213

ST PIERRE, DAVID M

298.97

AP

XXXXXXX

V018137

STANTEC CONSULTING SERVICES IN

85,886.25

WT

XXXXXXX

V874841

STATE OF FLA DEPT OF REVENUE

11,392.81

AP

XXXXXXX

V875019

STATE OF FLORIDA

805.32

AP

XXXXXXX

V875019

STATE OF FLORIDA

789.63

AP

XXXXXXX

V020041

TERRACON CONSULTANTS INC

98,272.95

AP

XXXXXXX

V004721

TWENTY FIRST CENTURY GROUP INC

5,000.00

AP

XXXXXXX

V009667

VERIZON WIRELESS

613.66

AP

XXXXXXX

V009667

VERIZON WIRELESS

1,137.81

AP

XXXXXXX

V021915

WEBTIVITY MARKETING AND DESIGN

65.00

AP

XXXXXXX

V019987

WIMAUMA AUTO PARTS INC

555.64


image

Total warrants (checks) for period reported 526,192.59

image

MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

COUNTY ADMINISTRATIVE CENTER

1112 Manatee Avenue West Bradenton, Florida

July 23, 2019

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


Present were:

Vanessa Baugh, Chairman

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

Betsy Benac, Third Vice-Chairman Stephen R. Jonsson

Misty Servia Carol Whitmore

Also present were:

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

Vicki Ayles, Accounting Supervisor, Clerk of the Circuit Court

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

Chairman Baugh called the meeting to order at 11:36 a.m.

AGENDA PA20190723DOC001


PUBLIC COMMENT

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

  1. CONSENT AGENDA PA20190723DOC002

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

    1. WARRANT LIST

      Accepted the Warrant (Check) Listing from June 13, 2019, to July 11, 2019, as submitted by the Clerk PA20190723DOC003

    2. MINUTES

      Approved the Minutes of June 20, 2019

    3. BUDGET RESOLUTION

      Adopted Budget Resolution PA-19-19, which budgets $210,000 for the installation of 14, bare steel pipe piles to facilitate a barge mooring facility PA20190723DOC004

    4. CONTRACT/PROFESSIONAL LOBBYING SERVICES

      Approved and authorized execution of Contract for Professional Services with Jocelyn Hong and Associates LLC, for professional lobbying services based on a monthly retainer fee of $5,000 per month (and at the same compensation rate as the contractual arrangement with Twenty First Century Group, 1/17/13), for the period August 8, 2019 through July 31, 2021 PA20190723DOC005

      (End Consent Agenda)


  2. ENGINEERING SERVICES CONTRACT/BERTH 4 EXTENSION

    image Carlos Buqueras, Executive Director, stated this item relates to the investigation engineering of Berth 4 Extension on the north side of the Port.


    A motion was made by Member Trace, to approve and authorize the Chairman to execute Port Manatee Professional Engineering Services Contract Berth 4 Extension Investigation between Manatee County Port Authority and Stantec Consulting Services, Inc., in the amount of

    $590,146, plus an additional $80,000 for contingencies if approved by the Executive Director, subject to the review and approval of Florida Department of Transportation. The motion was seconded by Member Servia.

    Mr. Buqueras stated the study is anticipated to be complete by November.

    Chairman Baugh commented that the price negotiated for this work is extremely fair. There being no public comment, Chairman Baugh closed public comment.

    The motion carried 7-0. PA20190723DOC006

  3. CONTRACT AWARD/BARGE MOORING PILES INSTALLATON

    image Mr. Buqueras stated the contract with Infrastructure and Industrial Constructors Southeast, Inc., is for an expansion project that will facilitate a barge mooring facility to have immediate capability to handle new cargo business at the Port.


    A motion was made by Member Trace, to approve and authorize the Chairman to execute the contract between the Manatee County Port Authority and Infrastructure and Industrial Constructors Southeast, Inc., in the amount of $210,000, for all necessary labor, equipment and materials of 14 bare steel pipe piles installation. The motion was seconded by Member Whitmore.

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

    The motion carried 7-0. PA20190723DOC007

  4. CARVER MARITIME LLC – LEASE AMENDMENT ONE

image The Authority previously approved (8/16/18) a Lease with Carver Maritime LLC for a ten- acre aggregate offloading facility at the Port for the handling of various barges. Carver desires to expand its operations on the ten acres of leased property to include the mooring of more barges. Fourteen bare steel wall piles will be installed at Port Manatee’s expense, with Carver making a one-time contribution of $50,000 toward the mooring project (Item 3), and paying $42,000 annually in rent for five years, with an option for a five-year renewal. Carver intends to sublease the mooring area to McDonough Marine Service, Inc., and other potential companies. This request is for approval of Amendment One to the Lease between Port Manatee and Carver Maritime LLC, and adoption of Resolution PA-19-20, authorizing approval for Carver to sublet the mooring area to McDonough Marine Service, Inc.


Jennifer Cowan, Port Authority Attorney, stated the mooring area is leased to Carver, and Carver plans to sublease the area to McDonough. Use of the area by other barges is subject to approval.


Discussion ensued on the time period of the lease, and this is a new project for a good business opportunity to have a barge and mooring service at the Port.

There being no public comment, Chairman Baugh closed public comment. Motion – Lease Amendment One

A motion was made by Member Benac, seconded by Member Jonsson and carried 7-0, to

approve and authorize the Chairman, on behalf of the Port Authority, to execute the Port Manatee and Carver Maritime LLC Lease Amendment One.

Motion – Resolution PA-19-20

A motion was made by Member Trace, seconded by Member Jonsson and carried 7-0, to approve and authorize the Chairman, on behalf of the Authority, to execute Resolution PA-19-20, for the sublease of the mooring area to McDonough Marine Service, Inc.

PA20190723DOC008

PORT AUTHORITY COMMENTS

image Chairman Baugh commended U.S. Customs and Boarder Protection on the discovery and interception of two different types of invasive pests in shipments from Mexico.


PUBLIC COMMENTS

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


ADJOURN

There being no further business, Chairman Baugh adjourned the meeting at 11:47 a.m.

Minutes Approved:

August 15, 2019


CONSENT

AGENDA ITEM 2.C.: DELETION OF PORT ASSETS BACKGROUND:

Several old, obsolete assets which were no longer in use and uneconomical to upgrade or repair were approved for deletion at the June 20, 2019, Port Authority meeting. Two obsolete PC’s were inadvertently excluded and should be removed from the Manatee County Port Authority Fixed Assets Listing.


ATTACHMENT:


Asset Deletion - August 15, 2019


COST AND FUNDING SOURCE:


N/A.


CONSEQUENCES IF DEFERRED:


Delay in updating property records.


LEGAL REVIEW: N/A


RECOMMENDATION:


Remove assets as listed on the attached Asset Deletion – August 15, 2019 from the Fixed Assets Listing.

Asset Deletion - August 15, 2019



Asset


47411


PC, HP Compaq AQ DC5000


2UA44709HV


1/14/2005


$ 1,169.61


$ -


Obsolete


Surplus/Scrap


50424


PC, HP Compaq AQ DC7600


2UA64705MW


12/13/2006


$ 1,091.00


$ -


Obsolete


Surplus/Scrap

# Description


Serial/VIN#

Date Purchased


Cost Value Status Remarks

August 15, 2019


CONSENT

AGENDA ITEM 2.D.: FIVE-YEAR EXTENSION AND AMENDMENT OF MARINE TOWING TUGBOAT SERVICE AGREEMENT


BACKGROUND:


On August 28, 2017, the Authority approved and authorized the extension of Marine Towing of Tampa, LLC’s (Marine Towing) Tugboat Services License Agreements through August 28, 2019. Request is to approve a five-year extension and amendment through August 28, 2024, with an increase in the commission rate from 6% to 7% effective in years three through five of amendment.


ATTACHMENT:


Five-Year Extension and Amendment of Port Manatee Tugboat Service License Agreement with Marine Towing of Tampa, LLC.


COST AND FUNDING SOURCE:


N/A.


CONSEQUENCES IF DEFERRED:


Delay in renewing tugboat services agreement.


LEGAL COUNSEL REVIEW: Yes


RECOMMENDATION:


Move to approve and authorize execution on behalf of the Port Authority the Five-Year Extension and Amendment of Port Manatee Tugboat Services License Agreement between the Manatee County Port Authority and Marine Towing of Tampa, LLC.

FIVE-YEAR EXTENSION AND AMENDMENT OF PORT MANATEE TUGBOAT SERVICES LICENSE AGREEMENT


The MANATEE COUNTY PORT AUTHORITY, a political entity of the State of Florida, with its principal place of business located at Port Manatee, 300 Tampa Bay Way, Palmetto, Florida 34221, and MARINE TOWING OF TAMPA, LLC, a Florida limited liability corporation with a place of business located at 908 S. 20th Street, Tampa, Florida 33605, (collectively the "Parties") in connection with the Port Manatee Tugboat Services License Agreement entered into by and between the Parties hereto on August 28, 2003, as subsequently amended on July 26, 2007, September 15, 2011, August 20, 2015 and August 17, 2017, (the "Agreement " ), agree as follows:


l. EXTENSION. The duration or term of the Agreement is hereby extended for a period of five

(5) years until August 28, 2024.


  1. AMENDMENT OF COMMISSION RATE. Beginning August 28, 2019 and continuing until August 27, 2021, the commission rate shall remain 6% of the revenues evidenced by invoices for tug services, net any discounts. Beginning August 28, 2021and continuing until August 27, 2024, the commission rate shall increase to 7% of the revenues evidenced by invoices for tug services, net of any discounts.


  2. SAVING CLAUSE. Except as extended and amended herein, the Agreement remains in full force and effect.


    IN WITNESS WHEREOF, the Parties have caused this Five-Year Extension and Amendment of Port Manatee Tugboat Services License Agreement to be duly executed in duplicate this the 15th day of August, 2019.


    ATTEST: ANGELINA COLONNESO

    C lerk of C irc uit Co urt

    MANATEE COUNTY PORT AUTHORITY


    By: By:

    Vanessa Baugh, Chairman

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


    image

    August 15, 2019


    CONSENT

    AGENDA ITEM 2.E.: CARVER MARITIME, LLC LEASE AMENDMENT

    TWO


    BACKGROUND:


    On July 23, 2019, the Authority approved the Port Manatee and Carver Maritime, LLC Amendment One which included the additional rent for the mooring of barges. Amendment Two corrects the term start and end dates for the mooring to August 1, 2019 and July 31, 2024, respectively. No other changes are made in Amendment Two.


    ATTACHMENT:


    Port Manatee and Carver Maritime, LLC Lease Amendment Two


    COST AND FUNDING SOURCE:


    N/A.


    CONSEQUENCES IF DEFERRED:


    Delay in approving term dates


    LEGAL COUNSEL REVIEW: Yes


    RECOMMENDATION:


    Move to approve and authorize the Chairman, on behalf of the Port Authority, to execute the Port Manatee and Carver Maritime, LLC Lease Amendment Two.

    image

    PORT MANATEE AND CARVER MARITIME, LLC LEASE AMENDMENT TWO


    image

    The terms and conditions of this Port Manatee and Carver Maritime, LLC Lease Amendment Two Between Port Manatee and Carver Maritime, LLC (hereinafter "Amendment Two"), made and entered into by and between the MANATEE COUNTY PORT AUTHORITY, a political entity of the State of Florida, with its principal place of business located at Port Manatee, 300 Tampa Bay Way, Palmetto, Florida 34221, (hereinafter referred to as the "Authority"), and CARVER MARITIME, LLC, a limited liability company duly organized and existing under the laws of the State of New York and authorized to do business in the State of Florida, with a place of business located at 494 Western Turnpike Altamont, NY 12009, (hereinafter referred to as "Carver" or "Lessee"), (collectively hereinafter referred to as the "Parties") for and in consideration of the mutual covenants herein contained and other good and valuable consideration, amend the Port Manatee and Carver Maritime, LLC Lease entered into by the Parties dated August 16, 2018 (hereinafter "Lease"), the Port Manatee and Carver Maritime, LLC Lease Amendment One dated July 23, 2019, (hereinafter "Amendment One"), and state as follows:


    1. CONSIDERATION. Each of the Parties represented that as a result of economic conditions, mutual covenants, the long-term benefit to both Patties, and other good and valuable consideration, this Amendment Two shall govern the Parties' responsibilities regarding paragraphs of the Lease entitled Term (paragraph 4).

    2. SCOPE. This Amendment Two is being entered into for the purpose of amending,

      modifying and superseding paragraph 4 of the Lease and Amendment One. Except to the extent herein amended, all other provisions set forth in the Lease and Amendment One

      01110&20-2 Page 1 of 3

      image

      image

      shall remain in full force and effect and binding upon the Authority and Carver. In entering into Amendment Two, the Parties acknowledge that in no way has the Authority waived any of its rights or claims it may have against Carver.

    3. AMENDMENT. The Parties agree to amend, modify, and supersede paragraph 4 of the Lease, and as amended by Amendment One as follows:


      image

      image

      image

    4. TERM. The duration or term of this Lease commences on October 1, 2018, and terminates in five (5) years on September 30, 2023 ("Initial Term"), unless otherwise extended as provided in this Lease. The term of this Lease may be extended for 3 five-year extensions. To extend the term, the Lessee must notify the Authority in writing no later than 60 days prior to the expiration of the then existing term of this Lease and the Authority consents to the extension. The duration or term of the Mooring Area commences on August 1, 2019 and terminates in five (5) years on July 31, 2024. The term of the Mooring Area may be extended for one (!) five-year extension mutually agreeable to both Parties. At the end of the term of the Mooring Area, the Lessee is responsible for clearing the Mooring Area of all vessels. If any vessel, including but not limited to barges, remains in the Mooring Area after the expiration or termination of the term of the Mooring Area, it will result in a tenancy at will, in accordance with the paragraph of this Lease entitled "No Holding Over."


4. CONFLICT. In the event of a conflict regarding the provisions set forth in paragraph 4 of the Lease and Amendment One and the provisions contained in this Amendment Two, the provisions set f011h in Amendment Two shall prevail. In the event of a conflict between any other paragraphs within Amendment Two, Amendment One and the Lease, the Lease or Amendment One shall prevail.

S. AUTHORITY TO EXECUTE. Each of the Parties covenants to the other party that it has lawful authority to enter into this Amendment Two, that the governing or managing

image

body of each of the Parties has approved this Amendment Two and that the governing or managing body of each of the Parties has authorized the execution of this Amendment Two in the manner hereinafter set forth.

  1. EFFECTIVE DATE. The effective date of Amendment Two is August 1, 2019.


    IN WITNESS WHEREOF, the parties have caused this Amendment Two to be duly executed in duplicate this the 15th day of August, 2019.


    ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

    Clerk of Circuit Coutt


    By: _ Printed: -----------


    w

    WITNESSES:


    image

    <j}/19


    image

    Tracey Howe

    Notary Public - State of New York

    No. 01HD6391375

    Qualified in Albany County

    My Commissi1m Expires May 6, 2023

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

    Vanessa Baugh

    Chairman AUTHORITY


    image


    CONSENT

    AGENDA ITEM 2.F.: PORT INSURANCE RENEWALS 2019-2020 BACKGROUND:

    On March 1, 2019, a Request for Proposals (RFP) for property and casualty insurance coverage was advertised. Three agencies responded to the RFP for all or some of the coverage requested. A bid opening was held in port offices on July 19, 2019. The Port’s risk consultant, Interisk Corporation, reviewed the proposals and has made recommendations based on premiums, deductibles, coverage levels and insurance carriers quoted. The premiums reflect less than 1% increase from 2019 premiums.


    ATTACHMENT: N/A


    COST AND FUNDING SOURCE:


    Port Authority Budget for Fiscal Year 2019-20 in the amount of $342,613.


    CONSEQUENCES IF DEFERRED:


    Lapses in insurance coverage.


    LEGAL COUNSEL REVIEW: N/A


    RECOMMENDATIONS:


    Move to approve the following insurance coverage for the Port Authority with possible increases/decreases due to changes in insurance coverage:


    1. The Florida Municipal Insurance Trust (FMIT) for Real & Personal Property for a premium of $166,191. Boiler and Machinery and Crime included in Real & Personal Property coverage.


    2. Boyd Insurance & Investment Services for Inland Marine, Vehicle Liability and Workers’ Compensation for premiums of $24,532, $11,209 and $30,239, respectively


    3. McGriff, Seibels & Williams, Inc. for Port Liability - $70,442, Umbrella - $40,000, Public Officials (included in Port Liability) and Railroad (included in Port Liability).


      AGENDA ITEM 3: PUBLIC TRANSPORTATION GRANT

      AGREEMENT – RAILROAD IMPROVEMENTS


      BACKGROUND:


      The Florida Department of Transportation (FDOT) has agreed to participation in the funding of $301,067 for the railroad upgrade and improvement project and has provided the attached Public Transportation Grant Agreement (PTGA). As a condition of the grant, the Port is obligated to contribute 50% (or $301,067), bringing the total project costs to

      $602,134. 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-19-22 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 $301,067 FDOT and $301,067 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-19-22 authorizing the execution of a Public Transportation Grant Agreement with the Florida Department of Transportation for railroad upgrade and improvements.

      Financial Project Number

      444887-1-94-01


      PA-19-22


      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 railroad upgrade and improvement 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.


      NOW THEREFORE BE IT RESOLVED by the Manatee County Port Authority

      that:


      1. The State of Florida Department of Transportation Public Transportation Grant Agreement, identified as Financial Project Number 444887-1-94-01 wherein the Department agrees to a maximum participation in the amount of $301,067 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 15th day of August, 2019. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT

CLERK OF CIRCUIT COURT AUTHORITY


image

By: Chairman


image

N/A

55.005

Seaport Grant Program

01-973-

7399

Federal Award Date:

Agency DUNS Number:

N/A

CFDA Number:

CFDATitle: CSFA Number: CSFATitle:

Contract Number : G1890

088794

751000

55012020129

VF596000727160

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

FLAIR Category:

Object Code: Org. Code:

PORT

215

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

(item-segment-phase-sequence)

_44_4_8_8_7_-1_-_94_-_0_1 Work Activity Code/Function:

Federal Number/Federal Award

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 railroad upgrade and replacement initiative, as further described in Exhibit "A", Project Description and Responsibilities, attached and incorporated into this Agreement ("Project"), to provide Department financial assistance to the Agency, state the terms and conditions upon which Department funds will be provided, and to set forth the manner in which the Project will be undertaken and completed.


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


    Aviation

    2S. Seaports Transit lntermodal

    Rail Crossing Closure

    Match to Direct Federal Funding (Aviation or Transit)

    Other


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  4. Exhibits. The following Exhibits are 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

    2S_ Exhibit E: Program Specific Terms and Conditions Exhibit F: Contract Payment Requirements

    *Exhibit G: Financial Assistance (Single Audit Act)

    *Additional Exhibit(s):



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


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


  6. Term of Agreement. This Agreement shall commence upon full execution by both Parties ("Effective Date") and continue through June 30, 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 wiii be considered termination of the Project. The cost of any work performed prior to the Effective Date or after the expiration date of this Agreement will not be reimbursed by the Department.


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


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


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


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


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


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


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


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


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


  9. Project Cost:


    1. The estimated total cost of the Project is $602,134. This amount is based upon Exhibit "B", Schedule of Financial Assistance. The timeline for deliverables and distribution of estimated amounts between deliverables within a grant phase, as outlined in Exhibit "B", Schedule of Financial Assistance, may be modified by mutual written agreement of the Parties and does not require execution of an Amendment to the Public Transportation Grant Agreement. The timeline for deliverables and distribution of estimated amounts between grant phases requires an amendment executed by both Parties in the same form as this Agreement.


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

      $301,067 and, the Department's participation in the Project shall not exceed 50.00% of the total eligible cost of the Project and as more fully described in Exhibit "B", Schedule of Financial Assistance. The Agency agrees to bear all expenses in excess of the amount of the Department's participation and any cost overruns or deficits involved.


  10. Compensation and Payment:


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


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


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


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


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

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


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


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


      If a payment is not available within 40 days, a separate interest penalty at a rate as established pursuant to Section 55.03(1), Florida Statutes, will be due and payable, in addition to the invoice amount, to the Agency. Interest penalties of less than one (1) dollar will not be enforced unless the Agency requests payment. Invoices that have to be returned to an Agency because of Agency preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Department.


      A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for Agency who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 413-5516.


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


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


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


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


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


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


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


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


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


        4. Non-Eligible Costs. In determining the amount of the payment, the Department will exclude all Project costs incurred by the Agency prior to the execution of this Agreement, costs incurred after the expiration of the Agreement, costs that are not provided for in Exhibit "A", Project Description and Responsibilities, and as set forth in Exhibit "8", Schedule of Financial Assistance, costs agreed to be borne by the Agency or its contractors and subcontractors for not meeting the Project commencement and final invoice time lines, and costs attributable to goods or services received under a contract or other arrangement that has not been approved


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


  12. Contracts of the Agency:


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


    Federal Funded:


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

      GRANT AGREEMENT

      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.


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


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


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


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


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

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


      5. Within six months of acceptance of the audit report by the FAC, the Department will review the Agency's audit reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate action on all deficiencies has been taken pertaining to the Federal award provided through the Department by this Agreement. If the Agency fails to have an audit conducted in accordance with 2 CFR Part 200, Subpart F -Audit Requirements,

        GRANT AGREEMENT

        OGC 02119


        the Department may impose additional conditions to remedy noncompliance. If the Department determines that noncompliance cannot be remedied by imposing additional conditions, the Department may take appropriate actions to enforce compliance, which actions may include but not be limited to the following:


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

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

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

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

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

        6. Take other remedies that may be legally available.


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

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

      605 Suwannee Street

      Tallahassee, Florida 32399-0450 FDOTSingleAudit@dot.state.fl.us


      State Funded:


      1. In addition to reviews of audits conducted in accordance with Section 215.97, Florida Statutes, monitoring procedures to monitor the Agency's use of state financial assistance may include but not be limited to on-site visits by Department staff and/or other procedures, including reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to state financial assistance awarded through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, the Department of Financial Services (DFS), or State of Florida Auditor General.


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


        1. In the event the Agency meets the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency must have a State single or project­ specific audit conducted for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial Services; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. Exhibit "G", Financial Assistance (Single Audit Act), to this Agreement indicates state financial assistance awarded through the Department by this Agreement needed by the Agency to further comply

          GRANT AGREEMENT

          OGC 02119


          with the requirements of Section 215.97, Florida Statutes. In determining the state financial assistance expended in a fiscal year, the Agency shall consider all sources of state financial assistance, including state financial assistance received from the Department by this Agreement, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct or pass-through awards and resources received by a nonstate entity for Federal program matching requirements.


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


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


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


          Florida Department of Transportation Office of Comptroller, MS 24

          605 Suwannee Street

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


          And


          State of Florida Auditor General Local Government Audits/342

          111 West Madison Street, Room 401

          Tallahassee, FL 32399-1450

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


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


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

          GRANT AGREEMENT

          OGC 02/19


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


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


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


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


  17. Restrictions, Prohibitions, Controls and Labor Provisions:


    1. Convicted Vendor List. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list.


    2. Discriminatory Vendor List. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity.


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


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

      GRANT AGREEMENT

      OGC 02119



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


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


    7. E-Verify. The Agency shall:


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


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


  18. Indemnification and Insurance:


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


      "To the fullest extent permitted by law, the Agency's contractor/consultant shall indemnify and hold harmless the Agency and the State of Florida, Department of Transportation, including the Department's officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the contractor/consultant and persons employed or utilized by the contractor/consultant in the performance of this Agreement.


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



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


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


    4. When the Agreement includes the construction of a railroad grade crossing, railroad overpass or underpass structure, or any other work or operations within the limits of the railroad right­ of-way, including any encroachments thereon from work or operations in the vicinity of the railroad right-of-way, the Agency shall, or cause its contractor to, in addition to the insurance coverage required above, procure and maintain Railroad Protective Liability Coverage (ISO Form CG 00 35) where the railroad is the Named Insured and where the limits are not less than $2,000,000 combined single limit for bodily injury and/or property damage per occurrence, and with an annual aggregate limit of not less than $6,000,000. The railroad shall also be added along with the Department as an Additional Insured on the policy/ies procured pursuant to the paragraph above. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, both the Department and the railroad shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The insurance described herein shall be maintained through final acceptance of the work. Both the Department and the railroad shall be notified in writing within ten days of any cancellation, notice of cancellation, renewal, or proposed change to any policy


      or coverage described herein. The Department's approval or failure to disapprove any policy/ies, coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights the Department may have.


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


  19. Miscellaneous:


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


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


    3. Severability. If any prov1s1on of this Agreement is held invalid, the remainder of this Agreement shall not be affected. In such an instance, the remainder would then continue to conform to the terms and requirements of applicable law.


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


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


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


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


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


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


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


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



AGENCY Manatee County Port Authority


By ­

Name: Vanessa Baugh Title: Chairwoman


STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION


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

Name: John Kubler, P.E.


Title: Director of Transportation Development


STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

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Legal Review:


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GRANT AGREEMENT EXHIBITS

DEVELOPMENT

OGC 06/19


EXHIBIT A


Project Description and Responsibilities


  1. Project Description (description of Agency's project to provide context, description of project components funded via this Agreement (if not the entire project)): This Project upgrades and replaces portions of Port Manatee's on-port rail facilities. Port Manatee's rail facilities have been developed in stages since 1969. with many heavily used rail segments nearing the end of their design life. This project is comprised of a complete track rebuild in three areas, with new cross-ties, tie plates, bolts, tie anchors, spikes, ballast and heavier (e.g.,115 RE) rails.


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


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


  4. Deliverable(s):


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



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


  6. Transit Operating Grant Requirements (Transit Only):


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

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    STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

    PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

    Form 725-000-02 STRATEGIC DEVELOPMENT

    OGC 06/19


    EXHIBIT B


    Schedule of Financial Assistance


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


    1. Fund Type and Fiscal Year:


      Financial

      Management Number

      Fund

      '

      Type

      FLAIR

      Category

      State Fiscal Year

      Object Code

      CSFA/ CFDA

      Number

      CSFA/CFDA Title or

      Funding Source Description

      Funding Amount

      444887-1-94-01

      PORT

      088794

      2020

      751000

      55.005

      Seaport Grant Program

      $301,067

      444887-1-94-01

      LF

      088794

      2020




      $301,067


      Total Financial Assistance

      $602,134


    2. Estimate of Project Costs by Grant Phase:


Phases*

State

Local

Federal

Totals

State

%

Local

%

Federal

%

Land Acquisition

$0

$0

$0

$0

0.00

0.00

0.00

Planning

$0

$0

$0

$0

0.00

0.00

0.00

Environmental/Design/Construction

$301,067

$301,067

$0

$602,134

50.00

50.00

0.00

Capital Equipment

$0

$0

$0

$0

0.00

0.00

0.00

Match to Direct Federal Funding

$0

$0

$0

$0

0.00

0.00

0.00

Mobility Management (Transit Onlv)

$0

$0

$0

$0

0.00

0.00

0.00

Totals

$301,067

$301,067

$0

$602,134




*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.


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Keith Robbins

Department Gran r ame

l:'-


EXHIBITC


TERMS AND CONDITIONS OF CONSTRUCTION


  1. Design and Construction Standards and Required Approvals.


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


      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.


    9. 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.


    10. The Agency shali 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.


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


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


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


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


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


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


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


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


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


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


        8. Restricted hours of operation will be 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


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


        Insert District PIO contact 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)


        image

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


NOTICE OF COMPLETION



PUBLIC TRANSPORTATION GRANT AGREEMENT BETWEEN

THE STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

and


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

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

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


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

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Name: Title:


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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.: _

I 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/CE!.



SEAL:

By P"'"'.E=.

Name:


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Date:


EXHIBIT D AGENCY RESOLUTION


PLEASE SEE ATTACHED


EXHIBIT E

PROGRAM SPECIFIC TERMS AND CONDITIONS - SEAPORTS


  1. General.

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

    2. These assurances delineate the obligations of the parties to this Agreement to ensure their commitment and compliance with specific provisions of Exhibit "A", Project Description and Responsibilities and Exhibit "B", Schedule of Financial Assistance as well as serving to protect public investment in seaports and the continued viability of the State Seaport System.

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


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

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

    2. Electronic invoice summaries and backup information, including a progress report must be submitted to

      the District Office when requesting payment.

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


  3. Duration of Terms and Assurances.

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

    2. There shall be no limit on the duration of the terms and assurances of this Agreement with respect to

      real property acquired with funds provided by the State of Florida.


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

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

    2. Local Government Requirements

      1. Local Zoning/Land Use Ordinance

      2. Local Comprehensive Plan


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

    1. Federal Requirements

    2. Local Government Requirements

      image

      1. Local Building Codes

      2. Local Zoning Codes

    3. Department Requirements

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

      2. Manual on Uniform Traffic Control Devices


  6. Consistency with Local Government Plans.

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

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

      reasonable consultation with those parties affected by the Project.

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


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

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

    2. Maintain direct control of Project administration, including:

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

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

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

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

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

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


  8. Preserving Rights, Powers and Interest.

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

    2. If an arrangement is made for management and operation of the funded facility or equipment by any

      entity or person other than the Agency, the Agency shall reserve sufficient rights and authority to ensure that the funded facility or equipment will be operated and maintained in accordance with the terms and assurances of this Agreement.

    3. The Agency will not sell or otherwise transfer or dispose of any part of its title or other interests in the

funded facility or equipment without prior written approval by the Department. This assurance shall not limit the Agency's right to lease seaport property, facilities or equipment for seaport-compatible purposes in the regular course of seaport business.


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

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

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

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

      image

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

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


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


  2. Federal Navigation Projects

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

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


  3. 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.


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- End of Exhibit E -



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.


    image

  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/.


    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: $301,067


    *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:


    image

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

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


    FLORIDA DEPARTMENT OF TRANSPORTATION FUNDS APPROVAL

    G1890 7/30/2019

    CONTRACT INFORMATION


    image

    ic ontract: G1B90


    image

    i Con tract Type: GD - GRANT DISBURSEMENT (GRANT)

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

    image

    : Vend or Name: COUNTY OF MANATEE

    image

    fvendor lD: F5 96000727160

    image

    !Beginning Date of This Agreement: 07/31/2019

    image

    [Endin g Date of This Agreement: 06/30/2024

    image

    [c ontract Total/Budgetary Ceiling: ct= $301,067.00

    image

    :'Oescrlpt_lo n: Port internal RR improvements

    image


    FUNDS APPROVAL INFORMATION

    FUNDS APPROVED/REVIEWED FOR ROBIN M. NAITOVE, CPA, COMPTROLLER ON 7/30/2019


    ..

    Action:

    Original

    Reviewed or Approved:

    APPROVED

    55012020129

    Expansion Option:

    A6

    Object Code:

    751000

    Amount:

    $301,067.00

    Financial Project:

    44488719401

    Work Activity (FCT):

    215

    CFDA:


    Fiscal Year:

    2020

    Budget Entity:

    55100100

    _Category/Category Year:

    088794/20

    Amendment ID:

    0001

    Sequence:

    00

    User Assigned ID:


    Enc Line (6s)/Status:

    0001/04

    • Organization Code:


    Total Amount: $301,067.00


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    Page1 of 1

    August 15, 2019


    AGENDA ITEM 4: PUBLIC TRANSPORTATION GRANT

    AGREEMENT – CONTINUED BERTH REHABILITATION


    BACKGROUND:


    The Florida Department of Transportation (FDOT) has agreed to additional participation in the funding of $1,380,051 for the continued berth rehabilitation 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 $460,017), bringing the total project costs to

    $1,840,068. 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-19-23 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 $1,380,051 FDOT and $460,017 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-19-23 authorizing the execution of a Public Transportation Grant Agreement with the Florida Department of Transportation for continued berth rehabilitation.


    Financial Project Number

    433457-1-94-04


    PA-19-23


    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 rehabilitation 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.


    NOW THEREFORE BE IT RESOLVED by the Manatee County Port Authority

    that:


    1. The State of Florida Department of Transportation Public Transportation Grant Agreement, identified as Financial Project Number 433457-1-94-04 wherein the Department agrees to a maximum participation in the amount of $1,380,051 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 15th day of August, 2019. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT

CLERK OF CIRCUIT COURT AUTHORITY


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By: Chairman


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

(item-segment-phase-sequence)

FLAIR Category: 088794

_43_3_4_5_7_-1_-_94_-_0_4 Work Activity Code/Function: _2_1_5

Object Code:

751000

Federal Number/Federal Award Org. Code:

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

55012020129

VF596000727160

Contract Number: G1891 Federal Award Date:

CFDA Number:

N/A

Agency DUNS Number:

01-973-

7399

CFDATitle: CSFA Number. CSFATitle:

N/A

55.005

Seaport Grant Program


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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 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 B: Schedule of Financial Assistance

    *Exhibit B1: Deferred Reimbursement Financial Provisions

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

    X Exhibit E: Program Specific Terms and Conditions

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    X Exhibit F: Contract Payment Requirements

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

    *Additional Exhibit(s):



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


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


  6. Term of Agreement. This Agreement shall commence upon full execution by both Parties ("Effective Date") and continue through June 30, 2024. If the Agency does not complete the Project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the Department prior to the expiration of this Agreement. Expiration of this Agreement will be considered termination of the Project. The cost of any work performed prior to the Effective Date or after the expiration date of this Agreement will not be reimbursed by the Department.


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


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


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


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


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


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


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


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


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


  9. Project Cost:


    2 of 31


    1. The estimated total cost of the Project is $1,840,068. This amount is based upon Exhibit "B", Schedule of Financial Assistance. The timeline for deliverables and distribution of estimated amounts between deliverables within a grant phase, as outlined in Exhibit "B", Schedule of Financial Assistance, may be modified by mutual written agreement of the Parties and does not require execution of an Amendment to the Public Transportation Grant Agreement. The timeline for deliverables and distribution of estimated amounts between grant phases requires an amendment executed by both Parties in the same form as this Agreement.


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

      $1,380,051 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:


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


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


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


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


      image

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

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

      GRANT AGREEMENT

      OGC 02119


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


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


      If a payment is not available within 40 days, a separate interest penalty at a rate as established pursuant to Section 55.03(1), Florida Statutes, will be due and payable, in addition to the invoice amount, to the Agency. Interest penalties of less than one (1) dollar will not be enforced unless the Agency requests payment. Invoices that have to be returned to an Agency because of Agency preparation errors will result in a delay in the payment. The invoice payment requirements do not start unti( a properly completed invoice is provided to the Department.


      A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for Agency who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 413-5516.


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


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


      image

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


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


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


        1. Department's Performance and Payment Contingent Upon Annual Appropriation by the Legislature. The Department's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. If the Department's funding for this Project is in multiple fiscal years, a notice of availability of funds from the Department's project manager must be received prior to costs being incurred by the Agency. See Exhibit "8", Schedule of Financial Assistance for funding levels by fiscal year. Project costs utilizing any fiscal year funds are not eligible for reimbursement if incurred prior to funds approval being received. The Department will notify the Agency, in writing, when funds are available.


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


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


          image

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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


      image

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


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


  12. Contracts of the Agency:


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


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


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


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


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


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


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


    1. The Agency will not sell or otherwise transfer or dispose of any part of its title or other interests in real property, facilities, or equipment funded in any part by the Department under this Agreement without pr1or written approval by the Department.


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


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


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


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


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

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

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


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


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


    Federal Funded:


    image

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


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


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


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


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


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


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

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


        image

      5. Within six months of acceptance of the audit report by the FAC, the Department will review the Agency's audit reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate action on all deficiencies has been taken pertaining to the Federal award provided through the Department by this Agreement. If the Agency fails to have an audit conducted in accordance with 2 CFR Part 200, Subpart F -Audit Requirements,

        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.


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

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

      605 Suwannee Street

      Tallahassee, Florida 32399-0450 FDOTSingleAudit@dot.state.fl.us


      State Funded:


      1. In addition to reviews of audits conducted in accordance with Section 215.97, Florida Statutes, monitoring procedures to monitor the Agency's use of state financial assistance may include but not be limited to on-site visits by Department staff and/or other procedures, including reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to state financial assistance awarded through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, the Department of Financial Services (DFS), or State of Florida Auditor General.


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


        image

        1. In the event the Agency meets the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency must have a State single or project­ specific audit conducted for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial Services; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. Exhibit "G", Financial Assistance (Single Audit Act), to this Agreement indicates state financial assistance awarded through the Department by this Agreement needed by the Agency to further comply


          with the requirements of Section 215.97, Florida Statutes. In determining the state financial assistance expended in a fiscal year, the Agency shall consider all sources of state financial assistance, including state financial assistance received from the Department by this Agreement, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct or pass-through awards and resources received by a nonstate entity for Federal program matching requirements.


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


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


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


          Florida Department of Transportation Office of Comptroller, MS 24

          605 Suwannee Street

          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


          image

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


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


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


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


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


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


  17. Restrictions, Prohibitions, Controls and Labor Provisions:


    1. Convicted Vendor List. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list.


    2. Discriminatory Vendor List. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity.


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


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



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


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


    7. E-Verify. The Agency shall:


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


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


  18. Indemnification and Insurance:


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


      image

      "To the fullest extent permitted by law, the Agency's contractor/consultant shall indemnify and hold harmless the Agency and the State of Florida, Department of Transportation, including the Department's officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the contractor/consultant and persons employed or utilized by the contractor/consultant in the performance of this Agreement.


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



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


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


      image

    4. When the Agreement includes the construction of a railroad grade crossing, railroad overpass or underpass structure, or any other work or operations within the limits of the railroad right­ of-way, including any encroachments thereon from work or operations in the vicinity of the railroad right-of-way, the Agency shall, or cause its contractor to, in addition to the insurance coverage required above, procure and maintain Railroad Protective Liability Coverage (ISO Form CG 00 35) where the railroad is the Named Insured and where the limits are not less than $2,000,000 combined single limit for bodily injury and/or property damage per occurrence, and with an annual aggregate limit of not less than $6,000,000. The railroad shall also be added along with the Department as an Additional Insured on the policy/ies procured pursuant to the paragraph above. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, both the Department and the railroad shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The insurance described herein shall be maintained through final acceptance of the work. Both the Department and the railroad shall be notified in writing within ten days of any cancellation, notice of cancellation, renewal, or proposed change to any policy


      or coverage described herein. The Department's approval or failure to disapprove any policy/ies, coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights the Department may have.


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


  19. Miscellaneous:


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


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


    3. Severability. If any prov1s1on of this Agreement is held invalid, the remainder of this Agreement shall not be affected. In such an instance, the remainder would then continue to conform to the terms and requirements of applicable law.


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


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


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


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


      image

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

      STATE OF FLORIOA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT

      Form 725-000-01 STRATEGIC DEVELOPMENT

      OGC 02/19


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


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


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



AGENCY Manatee County Port Authority


By : ­

Name: Vanessa Baugh Title: Chairwoman


STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION


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

Name: John Kubler, P.E.


Title: Director of Transportation Development


STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

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STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

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EXHIBIT A


Project Description and Responsibilities


  1. Project Description (description of Agency's project to provide context, description of project components funded via this Agreement (if not the entire project)): Port Manatee's original basin was developed in the 1970s and is comprised of berths 6 through 10. Berth 11 is the oldest berth outside of the basin. finishing development in the 1980s. Berth 9 has already been fully rehabilitated, with construction activities finishing in calendar year 2018 . The average age of the remaining berths exceeds 40 years old and are nearing the end of their useful life. Typical conditions at steel sheet piling cellular cofferdam type docks (Berths 7, 8 and 10) include corrosion of sheets to the extent that steel is thin and load bearing capacity is diminished and must be restricted accordingly, impacting business use and economic activity. Holes formed by corrosion and daily wear/ tear, allow loss of backfill material and further diminish load bearing capacity of each berth facility. Typical conditions at pile supported marginal wharves (Berths 6 and 11) include spalling of concrete pilings. In addition to structural deterioration, the original uniform load capacity design for the docks at Berths 6-8, and 10-11 is obsolete, and insufficient to meet modern structural loading requirements. The primary focus of this Project is to rehabilitate Berth 6. Secondary activities focus on rehabilitation of berths 7, 8, 10 and

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


  3. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): This Project includes the environmental work, design work, and construction work required to complete the Berth development 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 I 60 I 90 I 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.


  4. Deliverable(s):


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



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


  6. Transit Operating Grant Requirements (Transit Only):


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

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    STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

    PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

    Form 725-000-02 STRATEGIC DEVELOPMENT

    OGC 06/19


    EXHIBITS


    Schedule of Financial Assistance


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


    1. Fund Type and Fiscal Year:


      Financial

      Management Number

      Fund Type

      FLAIR

      Category

      State Fiscal Year

      Object

      Code

      CSFA/ CFDA

      Number

      CSFA/CFDA Title or Funding Source Description

      Funding Amount

      433457-1-94-04

      PORT

      088794

      2020

      751000

      55.005

      Seaport Grant Program

      $1,380,051

      433457-1-94-04

      LF

      088794

      2020




      $460,017


      Total Financial Assistance

      $1,840,068


    2. Estimate of Project Costs by Grant Phase:


Phases*

State

Local

Federal

Totals

State

%

Local

%

Federal

%

Land Acauisition

$0

$0

$0

$0

0.00

0.00

0.00

Plannina

$0

$0

$0

$0

0.00

0.00

0.00

Environmental/Desian/Construction

$1,380,051

$460,017

$0

$1,840,068

75.00

25.00

0.00

Capital Eauioment

$0

$0

$0

$0

0.00

0.00

0.00

Match to Direct Federal Fundina

$0

$0

$0

$0

0.00

0.00

0.00

Mobility Management (Transit Only)·

$0

$0

$0

$0

0.00

0.00

0.00

Totals

$1,380,051

$460,017

$0

$1,840,068




*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.


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Keith Robbins

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EXHIBIT C


TERMS AND CONDITIONS OF CONSTRUCTION


  1. Design and Construction Standards and Required Approvals.


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


      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.


    9. 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.


    10. 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.


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


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


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


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

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


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


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


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


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


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


        8. Restricted hours of operation will be 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


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


        Insert District PIO contact 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)


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


NOTICE OF COMPLETION



PUBLIC TRANSPORTATION GRANT AGREEMENT BETWEEN

THE STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

and


PROJECT DESCRIPTION: _ DEPARTMENT CONTRACT NO.:

FINANCIAL MANAGEMENT NO.: _


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

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


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By: _ Name: Title:


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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/CE!.


SEAL:

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


Name:


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Date:

GRANT AGREEMENT EXHIBITS

OGC 06/19


EXHIBITD


AGENCY RESOLUTION


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PLEASE SEE ATTACHED

GRANT AGREEMENT EXHIBITS

OGC 06/'19


EXHIBIT E

PROGRAM SPECIFIC TERMS AND CONDITIONS - SEAPORTS


  1. General.

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

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

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

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


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

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

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

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


  3. Duration of Terms and Assurances.

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

    2. There shall be no limit on the duration of the terms and assurances of this Agreement with respect to

      real property acquired with funds provided by the State of Florida.


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

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

    2. Local Government Requirements

      1. Local Zoning/Land Use Ordinance

      2. Local Comprehensive Plan


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

    1. Federal Requirements

    2. Local Government Requirements

      1. Local Building Codes

      2. Local Zoning Codes

    3. Department Requirements

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

      2. Manual on Uniform Traffic Control Devices


  6. Consistency with Local Government Plans.

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

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

      reasonable consultation with those parties affected by the Project.

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    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.


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

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

    2. Maintain direct control of Project administration, including:

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

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

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

        20 calendar days after completion of the review appraisal.

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

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

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


  8. Preserving Rights, Powers and Interest.

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

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

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


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

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

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

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

    4. Contracts, purchase orders, and construction change orders (excluding engineering consultant services) up to the threshold limits of Category Three. Such contracts must be for services and/or materials included in the Department approved Project scope and/or quantities. Purchasing Categories and Thresholds are defined in Section 287 .017, F.S., and Chapter 60, Florida Administrative Code. The threshold limits are adjusted periodically for inflation, and it shall be the sole responsibility of the Agency to ensure that any obligations made in accordance with this Agreement comply with the current threshold limits. Obligations made in excess of the appropriate limits shall be cause for Department non­ participation.

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


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


  2. Federal Navigation Projects

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

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


  3. 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.


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-- End of Exhibit E --


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.


    image

    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/.


    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: $1,380,051


    *The award amount may change with amendments


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



    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:


    image

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

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


    FLORIDA DEPARTMENT OF TRANSPORTATION FUNDS APPROVAL

    G1B91 7/30/2019

    CONTRACT INFORMATION


    image

    Contract: G1891

    image

    I GD - GRANT DISBURSEMENT (GRANT)

    ;Contract Type:


    image

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

    ;Vendor Name: COUNTY OF MANATEE


    [v endor ID: F596000727160

    I

    image

    f 8e glnning Date of This Agreement: 07/31/2019

    image

    image

    , : Ending Date of This Agreement: 06/30/2024


    image

    f:c ontra ct Total/Budgetary Ceiling: ct= $1,380,051.00


    image

    '

    ! 0e s criptlon:

    '


    Berth rehabilitation and reconstruction


    FUNDS APPROVAL INFORMATION

    FUNDS APPROVED/REVIEWED FOR ROBIN M. NAITOVE, CPA, COMPTROLLER ON 7/30/2019


    Action:

    Original

    Reviewed or Approved:

    APPROVED

    'Organization Code:

    55012020129

    'Expansion Option:

    A6

    pbject Code:

    751000

    Amount

    $1,380,051.00

    Financial Project:

    43345719404

    Work Activity (FCT):

    215

    FDA:


    Fiscal Year:

    2020

    :J3udget Entity:

    55100100

    088794/20

    Amendmerit ID:

    0001

    Sequence:

    00

    ,U ser Assigned ID:


    Enc Line (6s)/Status:

    0001/04

    • Category/Category Year:


    Total Amount: $1,380,051.00


    image

    Page1 of 1

    August 15, 2019

    AGENDA ITEM 5.: 2020 LEGISLATIVE PRIORITIES BACKGROUND:


    Presented for approval is the Manatee County Port Authority 2020 Legislative Priorities as outlined in the attachment.


    ATTACHMENT:


    Manatee County Port Authority 2020 Legislative Priorities


    COST AND FUNDING SOURCE: N/A


    CONSEQUENCES IF DEFERRED:


    Delay in approving the 2020 Port legislative and advocacy priorities


    LEGAL COUNSEL REVIEW: Yes


    RECOMMENDATION:


    Move to approve the Manatee County Port Authority 2020 Legislative Priorities.

    Manatee County Port Authority 2020 Legislative Priorities


    State:


    • Advocate for an increase in appropriation for Port Security Grants from the prior year’s mark of $2,000,000 to $3,500,000 annually. This recognizes the need for all ports to upgrade their security networks and access control systems in light of cyber security threats and challenges. The current level does not support the needs expressed by ports statewide. The Florida Ports Council believes our efforts to request expansion of the state grant program is consistent with their efforts to increase the programs funding.


    • Advocate for continuation of full funding for the Florida Ports Council FSTED program in the amount of $25,000,000 to meet Florida seaports infrastructure needs.


      Federal:


    • Advocate to the Administration and to Congress to recommend full use of the Harbor Maintenance Tax collected from shippers for the sole purpose of federal navigation channel maintenance. The full tax collected should be included in subsequent years in the President’s budget request and in House and Senate Energy and Water Development Appropriation bills. Historically, only about half the taxes collected have been applied to the intended purpose. Remaining funds are held in a trust fund that helps offset the federal deficit at the expense of channel maintenance. This has a disproportionately negative impact on smaller ports.


    • Advocate for inclusion of funds in Energy and Water Development Appropriations bills and subsequent Administration Work Plan for the maintenance of Tampa Ship Channel and the Manatee Harbor Channel for Fiscal Year 2021 in the amount requested by the Jacksonville District, Corps of Engineers.


    • Advocate for inclusion of Operation and Maintenance funding in the President’s Budget Request and Energy and Water Development Appropriations bill and subsequent Administration Work Plan for the continuation of improvements to the Port Manatee Dredge Material Disposal Facility for Fiscal Year 2021 in the amount of $3 million.


    • Advocate to Congress to maintain USDHS Port Security Grant funding at the current $200 million level.

    August 15, 2019


    AGENDA ITEM 6.: RESOLUTION FOR THE FISCAL YEAR 2019-2020

    MANATEE COUNTY PORT AUTHORITY BUDGET


    BACKGROUND:


    Port staff has prepared a proposed budget of revenues and expenses for Fiscal Year 2019-2020.


    The Port Authority, as a dependent special district, is required by law to submit its budget to the Board of County Commissioners each year for inclusion in the overall County budget. The Port Authority budget will be included in the Public Hearing process before the Board of County Commissioners in connection with the adoption of the County Budget.


    ATTACHMENT:


    Resolution PA 19-21 with attached Manatee County Port Authority Operating Budget for Fiscal Year 2019-2020.


    COST AND FUNDING SOURCE:


    Port revenues


    CONSEQUENCES IF DEFERRED:


    Failure to include Port budget in the overall County budget document and approve prepared budget.


    LEGAL COUNSEL REVIEW: NIA


    RECOMMENDATION:


    Move to adopt Budget Resolution PA-19-21.

    RESOLUTION PA-19-21


    RESOLUTION ADOPTING THE 2019-2020 MANATEE COUNTY PORT AUTHORITY BUDGET


    WHEREAS, the Manatee County Port Authority has considered the anticipated revenues and expenses of said Port Authority for the period beginning October 1, 2019 and ending September 30, 2020, and

    WHEREAS, it is necessary, expedient and to the best interests of said Port Authority to adopt a budget for the 2019-2020 fiscal year.


    NOW, THEREFORE, BE IT RESOLVED by the Manatee County Port Authority that:


    1. The Manatee County Port Authority budget for the period beginning October 1, 2019 and ending September 30, 2020, in the amount of $18,178,909 set forth in the four pages attached hereto and made a part is hereby adopted.


    2. A copy hereof shall be furnished to the Clerk of the Circuit Court of Manatee County, Florida and the Office of Financial Management of Manatee County, Florida.


ADOPTED with a quorum present and voting this the 15th day of August, 2019.


ATTEST: ANGELINA COLONNESO MANATEE COUNTY PORT AUTHORITY

Clerk of Circuit Court


By:

image

MANATEE COUNTY PORT AUTHORITY COMPARATIVE OPERATING BUDGET FISCAL YEARS ENDING 2019 and 2020 (EXCLUDES DEPRECIATION)


REVENUES:

Operating: 2019-20 2018-19

Dockage

$ 5,122,161

$ 3,695,513

Wharfage

4,584,075

4,169,938

Linehandling

331,129

258,020

Railroad

349,425

276,300

Scales

400,000

350,000

Leases

2,467,054

2,235,457

Security Fees

1,452,000

1,370,000

Other 2,876,565 2,547,000

--

Total operating revenue 17,582,409 14,902,229


Non-operating:

State funding

446,500 446,500

Interest income

150,000 75,000

Total non-operating revenue

596,500 521,500

Total revenue 18,178,909 15,423,729 EXPENSES:

Operating:

Personal services

6,120,826 5,477,551

Operating

3,306,494 2,961,440

Total operating

9,427,320 8,438,991

Non-operating

Debt service


3,140,278 3,239,008

Capital

1,178,000 242,500

Total non-operating expense

4,318,278 3,481,508

Total expenses

13,745,598 1_1,920,499

RESERVE FOR CONTINGENCY

4,433,311 3,503,229

CHANGE IN NET POSITION

$ - $

MANATEE COUNTY PORT AUTHORITY COMPARATIVE OPERATING BUDGET FISCAL YEARS ENDING 2019 and 2020 (INCLUDES DEPRECIATION)


REVENUE:

Operating: 2019-20 2018-19

Dockage

$ 5,122,161 $ 3,695,513

Wharfage

4,584,075 4,169,938

Linehandling

331,129 258,020

Railroad switching

349,425 276,300

Scales

400,000 350,000

Leases

2,467,054 2,235,457

Security Fees

1,452,000 1,370,000

Other

2,876,565 2,547,000

Total operating revenue

17,582,409 14,902,229

Non-operating:


State funding

446,500 446,500

Interest income

150,000 75,000

Total non-operating revenue

596,500 521,500

Total revenue

18,178,909 15,423,729


EXPENSES:

Operating:

Personal services

6,120,826 5,477,551

Operating

3,306,494 2,961,440

Total operating without Depreciation

9,427,320 8,438,991

Depreciation

4,013,750 4,468,096

Total operating with Depreciation

13,441,070 12,907,087

Non-operating

Interest expense


1,415,320 1,460,883


Total expenses 14,856,390 - 14,367,970 CHANGE IN NET POSITION $ 3,322,519 $ 1,055,758


Notes: (1) Depreciation expense does not require a use of cash.

MANATEE COUNTY PORT AUTHORITY


OTHER REVENUE

2019-20 2018-19

344205

Harbor master fees

$ 256,088

$ 175,000

344206

Water sales

52,477

25,000

344207

Franchise fees

185,000

175,000

344209

Storage charges

1,800,000

1,600,000

362005

Leases-month-to-month

16,000

15,000

344208

Demurrage



369014

Electricity

300,000

300,000

344217

Directory advertising

70,000

65,000

321001

License

85,000

80,000

344210

Labor

12,000

12,000

369000

Misc

100,000

100,000


Total

2,876,565

2,547,000

image


SECURITY REVENUE 2019-20 2018-19

344215

Security badges, etc

105,000

85,000

344216

Security training

45,000

20,000

344218

TWIC Monitoring

662,000

800,000

344220

Guard Services

210,000

160,000

344221

Security Surcharge

425,000

300,000

344222 Other Security Svcs 5,000 5,000

M 2,000 _ _1,370,000


16300

16310

16400

16500

16600

16700

16800

16900

17100

TOTAL

Personal Services

ADMIN

COMM

SCALES

ENGINEER

TRADE

OPERATIONS

SECURITY

RAILROAD

MAINT.

PROPOSED

512000

Regular Salaries

$ 985,409

$ 120,633

$141,092

$ 206,759

$241,502

$ 224,867

$ 1,321,329

$ 203,681

$ 811,759

$4,257,031

514000

Overtime

-

-

50,000

-

-

125,000

50,000

10,000

9,000

244,000

521000

FICA Taxes

60,471

9,228

14,619

11,890

14,799

26,765

104,907

-

62,788

305,466

521001

RR Fica Tier I

-

-

-

-

-

-

-

15,582

-

15,582

522000

Retirement Contrib.

113,464

10,218

16,185

17,512

20,455

29,634

116,152

18,099

69,518

411,237

522001

RR Fica Tier II

-

-

-

-

-

-

-

27,992

-

27,992

523001

Health Insurance

114,164

25,585

26,681

37,199

19,695

49,909

275,951

30,589

219,317

799,089

523002

Life Insurance

2,858

350

554

600

700

1,015

3,977

45

2,380

12,479

523003

Long-term Disability

493

60

96

103

121

175

686

8

410

2,151

523004

Flex Benefits

4,800

300

450

2,600

200

400

3,280

1,000

1,700

14,730

523006

OPES

30,000

-

-

-

-

-

-

-

-

30,000

525001

RR Unemployment

-

-

-

-

-

-

-

1,068

-

1,068


Total Personal Services

1,311,658

166,375

249,676

276,663

297,472

457,764

1,876,281

308,064

1,176,873

6,120,826


Ooeratina











531000

Professional Services

80,000

-

-

40,000

20,000

-

18,000

-

-

158,000

531006

LeQal

200,000

-

-

-

-

-

-

-

-

200,000

532000

Acct & Audit Services

12,000

-

-

-

-

-

-

-

-

12,000

534000

Contract Services

90,000

35,000

5,000

20,000

-

-

6 0,000

10,000

93,000

313,000

534001

Indirect Cost Services

216,781

-

-

-

-

-

-

-

-

216,781

540000

Travel & Transport

85,000

3,000

-

3,000

23,800

-

9,500

-

2,000

126,300

541001

Telephone

35,000

-

-

-

-

25,000

7,000

-

2,000

69,000

541002

PostaQe

1,000

-

-

-

-

-

600

-

-

1,600

541004

800 mQhz Radio CharQes

-

-

-


-

-

8,000

-

-

8,000

543000

Utilities

5,000

-

3,000

-

-

850,000

25,000

-

40,000

923,000

544000

Rents & Leases

1,000

-

-

-

700

-

-

-

500

2,200

545000

Non-employment Ins.

304,613

-

-

-

-

-

-

38,000

-

342,613

546001

Equip Repair & Maint.

87,000

-

10,000

-

-

-

-

7,000

90,000

194,000

546004

Building Maintenance

-

-

-

-

-

-

-

-

85,000

85,000

547000

Printing & BindinQ

2,000

15,000

3,000

-

-

-

3,500

-

-

23,500

548000

Promotions

35,000

92,000

-

-

22,000

-

3,500

-

-

152,500

549000

Other current charQes

-

-

-

-

-

-

-

-

-

-

549001

Awards

2,500

-

-

-

-

-

-

-

-

2,500

594004

Advertising

1,500

27,000

-

-

-

-

1,000

-

-

29,500

551000

Office Supplies

4,000

-

-

-

200

-

2,500

-

-

6,700

552000

Operating Supplies

15,000

6,000

10,000

1,000

1,000

-

20,000

28,000

145,000

226,000

552001

Refreshments

3,000

-

-

-

-

-

2,000

-

-

5,000

552002

Season/Holiday

1,000

-

-

-

-

-

-

-

-

1,000

552005

Software

2,000

500

-

5,400

-

-

1,000

4,800

-

13,700

552006

Uniforms

-

-

-

-

-

-

7,000

-

5,300

12,300

552007

Auto Expense - Gas,

5,000

1,500

-

900

6,500

3,500

15,000

14,000

40,000

86,400

554000

Books/Sub/Member

60,000

2,500

-

1,000

3,200

-

-

-

-

66,700

554001

Education

3,000

2,000

-

2,500

9,300

-

8,400

-

4,000

29,200


Total Operating

1,251,394

184,500

31,000

73,800

86,700

878,500

192,000

101,800

506,800

3,306,494

TOTAL BUDGET

$2,563,052

$ 350,875

$280,676

$ 350,463

$384,172

$ 1,336,264

$ 2,068,281

$ 409,864

$1,683,673

$9,427,320

MANATEE COUNTY PORT AUTHORITY FISCAL YEAR 2019/20 BUDGET


1