A meeting of the Manatee County Port Authority will be held during a meeting of the Board of County Commissioners of Manatee County Tuesday, January 25, 2022, at 9:15 am, or as soon as is practicable, in the Patricia M. Glass Commission Chambers on the first floor of the County Administrative Center at 1112 Manatee Avenue West, Bradenton, Florida

MANATEE COUNTY PORT AUTHORITY AGENDA

January 25, 2022 – 9:15 am

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

CALL TO ORDER

Public Comments

1. Consent Agenda

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.

Reggie Bellamy, Chairman

George Kruse, 1st Vice-Chairman; Misty Servia, 2nd Vice-Chairman; James Satcher, 3rd Vice-Chairman; Vanessa Baugh, Member;

Kevin Van Ostenbridge, Member; Carol Whitmore, Member

January 25, 2022

1. CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes December 16, 2021

      
      

   3. Budget Resolution

      
      

   4. Public Transportation Grant Agreement – Upgrade to South Gate Readers

      
      

   5. Public Transportation Grant Agreement – Hopper at Berth 6

      
      

   6. Port Manatee Railroad LLC Lease Agreement

      
      

   7. Deletion of Port Assets

      
      

   8. Carver Maritime, LLC Lease Amendment Six

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.

Total warrants (checks) for period reported 855,775.61

MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

PORT MANATEE INTERMODAL CENTER, THIRD FLOOR

1905 Intermodal Circle Palmetto, Florida December 16, 2021

Present were:

Reggie Bellamy, Chairman

Misty Servia, First Vice-Chairman

James A. Satcher III, Second Vice-Chairman Carol Whitmore, Third Vice-Chairman Vanessa Baugh

George W. Kruse

Kevin Van Ostenbridge

Also present were:

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

Susan Butts, Finance, Clerk of the Circuit Court

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

CALL TO ORDER

Chairman Bellamy called the meeting to order at 10:00 a.m.

INVOCATION AND PLEDGE OF ALLEGIANCE

Member Satcher gave the invocation and led the Pledge of Allegiance

PUBLIC COMMENTS

There being no public comments, Chairman Bellamy closed public comments.

AGENDA PA20211216DOC001

1. EMPLOYEE RECOGNITION

   Carlos Buqueras, Executive Director, recognized Brenda Jones Security IT Specialist for her fifteen years of service.

2. PRESENTATION – STEPHEN KELLY, THE CARVER COMPANIES

   PA20211216DOC002

   The presentation was cancelled. PA20211216DOC003

3. PRESENTATION – DENISE TUCK, DEL MONTE FRESH PRODUCE

   Denise Tuck, Port General Manager of Del Monte Fresh Produce, used a slide presentation providing an insight on projected 2022 arrivals. Del Monte will receive a shipment of approximately 320,310 pallets containing various fruits and vegetables. Port Manatee is one of four locations serving the United States. The Del Monte Gold Vessels are energy efficient and ecofriendly by dramatically reducing fuel consumption. The Company is focused on sustainability, corporate commitment, and instituting their composting pilot program.

   Members expressed their gratitude to Ms. Tuck and the services Del Monte provides.

   Mr. Buqueras explained Del Monte is part of the supply chain. The products comes from the Caribbean and Central America, and they maintain a close relationship with their customers, to ensure product safety. PA20211216DOC004

   December 16, 2021 (Continued)

   
   

4. CONSENT AGENDA

   A motion was made by Member Servia, seconded by Member Baugh, and carried 7 to 0, to approve the Consent Agenda incorporating the language as stated in the recommended motions on the cover sheets for the Consent Agenda. PA20211216DOC005

   1. WARRANT LIST

      Accepted the Warrant Listing from October 14, 2021, to December 8, 2021

      PA20211216DOC006

   2. MINUTES

      Approved the minutes of October 21 and November 16, 2021

   3. BUDGET RESOLUTION

      Adopted Budget Resolution PA-22-03 PA20211216DOC007

   4. 2021 HOLIDAY & PAY DATE SCHEDULE CORRECTION

      Approved the corrected schedule of holidays and pay for the Manatee County Port Authority for calendar year 2021 PA20211216DOC008

   5. WAREHOUSE 6 MODERNIZATION ARCHITECTURE AND ENGINEERING SERVICES Executed Port Manatee Professional Services Contract Warehouses 6 Modernization between Stantec Architecture Inc. and the Manatee county Port Authority in the amount of $200,265.00. PA20211216DOC009

   6. STANTEC INTERMODAL CONTAINER YARD PROFESSIONAL SERVICES

      AUTHORIZATION

      Executed professional Services Authorization (PSA) No. 22-06 to Stantec Consulting Services, Inc., in the amount of 25,800 for revisions to the intermodal container yard expansion project, subject to the review and approval of FDOT. PA20211216DOC0010

   7. ELECTION OF PORT AUTHORITY OFFICERS

      Approved, ratified and confirmed the election of Reggie Bellamy as Chairman, George Kruse as First Vice Chairman, Misty Servia as Second Vice chairman and James Satcher as Third Vice Chairman of the Port Authority effective 12:01a.m. January 1, 2022, to serve for the calendar year 2022, or unit their successors are duly elected.

      (End Consent Agenda) PA20211216DOC0011

      

5. INTERMODAL CONTAINER YARD CHANGE ORDER 7

   A motion was made by Member Satcher, seconded by Member Whitmore, and carried 7 to 0, to approve and authorize the Chairman to execute Change Order No. 7 increasing the contract between the Manatee County Port Authority and The Crisdel Group in the amount of

   $3,848,090.40, revising the date of substantial completion for the base bid to December 16, 2021, and revising the date of substantial completion for alternate 1 to March 21, 2022, subject to FDOT approval. PA20211216DOC0012

6. ADDITIONS, CHANGES AND/OR INCREASES TO PORT MANATEE TARIFF NO. 3

   On November 30, 2021, tenants and users were invited to Port offices to discuss proposed tariff increases to be effective January 1, 2022. There were no objections to the proposed tariff increases which can be discounted based on volume incentives. Most of the tariff items reflect a four percent increase as annotated in attached tariff pages.

   
   

   A motion was made by Member Servia, seconded by Member Van Ostenbridge, and carried 7 to 0 to approve the attached Port Manatee Tariff No. 3 additions, changes and/or increases effective 01/01/22. PA20211216DOC0013

   December 16, 2021 (Continued)

   
   

   FDOT COMMENTS

   Keith Robins, District One Freight and Seaport Coordinator Florida Department of Transformation (FDOT), provided an update on operations. FDOT is in the midst of updating District One freight mobility and trade plan. The project on Piney Point Road P.D. and E will be having feedback on the findings within 12 to 18 months. The signal project on the south side of I-75 has been approved and will go to construction in the summer of 2022. Two Public Transportation Grant Agreements will be coming to the Port, including one to update security card readers.

   

   EXECUTIVE DIRECTOR COMMENTS

   Mr. Buqueras shared a slide presentation to provide the following updates:

   • Executive Summary for FY2021 including the flow of products, container trade, and forrest product tonnage

   • Port Manatee begins a master plan update

   • Community Updates

     PA20211216DOC0014

     

     MEMBER COMMENTS

     Member Van Ostenbridge

   • Questioned where the lumber is imported from

     
     

     Mr. Buqueras explained that 80 percent of the lumber comes from Brazil and the rest from China.

     Member Whitmore

   • Gave thanks and gratitude to the Port team

   • Would like to tour Manbirdie Key

     Member Servia

   • Shared appreciation to Port Staff

   • Expressed interest in what commodities are being targeted

     
     

     Mr. Buqueras explained everything that is complimentary is targeted. The diversification of commodities from both the type of commodity to business itself are targeted.

     Member Baugh

   • Shared that the commodities are very competitive and is pleased with the Port staff.

     Chairman Bellamy

   • Extended a thank you to Port staff for making a difference in the community.

     
     

     Matty Appice, President of the Port Manatee Propeller Club, thanked the Port and the sponsors for the holiday party. The Propeller Club continues to be a giving and supporting organization.

     
     

     

     ADJOURN

     There being no further business, Chairman Bellamy adjourned the meeting at 10:55am.

     Minutes Approved:                                

     January 25, 2022

     
     

     CONSENT

     AGENDA ITEM 1.C: BUDGET RESOLUTION

     
     

     BACKGROUND:

     
     

     This resolution budgets the following:

     
     

     • A transfer of $400,000 from the Port TIF fund for Phase II of the South Gate Expansion project.

     • Decrease $182,916 from the grant fund of Berth 4 Improvement project and increase

       $182,917 of the grant fund for the three-acre Paved Cargo Laydown Area to reflect appropriate project allocation. Also, decreases $202,114 in the Port Capital Improvement expense fund to close out the completed three-acre Paved Cargo Laydown Area project and transfer to Port cash.

     • Corrects scrivener error on Budget amendment PA-22-03 approved on December 16, 2021, to reflect appropriate fund allocation. No change in the budget amount.

   
   

   ATTACHMENT:

   
   

   Budget Resolution PA-22-06.

   
   

   COST AND FUNDING SOURCE:

   
   

   Budgets $400,000 Port TIF and transfer $202,114 to port cash.

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in budget allocations.

   LEGAL COUNSEL REVIEW: N/A RECOMMENDATION:

   Move to adopt Budget Resolution PA-22-06

   .

   RESOLUTION PA-22-06 AMENDING THE ANNUAL BUDGET

   FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2021-2022

   
   

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

   
   

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

      
      

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

      
      

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

   
   

   NOW, THEREFORE, BE IT RESOLVED by the Manatee County Port Authority that the 2021-2022 budget is hereby amended in accordance with Section 129.06, Florida Statutes as described on the attached summary and specified in the budget adjustment batch files which are listed below:

   
   

   Item No.	Batch ID No.	Reference No.
   1	BAAL012522A	BU22000206
   2	BAAL012522A	BU22000207
   3	BAAL121621B	BU22000164

   
   

   ADOPTED with a quorum present and voting this the 25th day of January,2022.

   
   

   ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

   CLERK OF CIRCUIT COURT

   
   

   

   By:                                                                                

   BUDGET ADMENDMENT RESOLUTION NO. PA-22-06 AGENDA DATE: January 25, 2022

   
   

   1. Fund: Port TIF

      
      

      Section: South Gate Expansion

      
      

      Description: Budgets $400,000 for the South Gate Expansion project. Batch ID: BAAL012522A Reference: BU22000206

      
      

      2)

      Fund: Port Capital Improvement FDOT – 100%

      Port Cash

      
      

      Section: Berth 4 Improvements

      Paved Cargo Laydown Area

      
      

      Description: Decreases $182,916 in the Berth 4 Improvement project and increases $182,917 (budget) for the three-acre Paved Cargo Laydown area. Also, budgets a decrease of $202,114 to close out the Paved Cargo Laydown Area project and transfer back to Port cash.

      
      

      Batch ID: BAAL012522A Reference: BU22000207

      
      

      3)

      Fund: Port Capital Improvement Section: Cold Storage Warehouse 2

      Description: Scrivener error on budget amendment PA-22-03 approved by the Port Authority on 12/16/2021. This corrects the appropriate fund allocations.

      
      

      Batch ID: BAAL121621B Reference: BU22000164

      January 25, 2022

      
      

      CONSENT

      AGENDA ITEM 1.D: PUBLIC TRANSPORTATION GRANT

      AGREEMENT –UPGRADE TO SOUTH GATE READERS

      
      

      BACKGROUND:

      
      

      The Florida Department of Transportation (FDOT) has agreed to participation in the funding of $36,000 for the upgrade and replacement of the Port’s existing access control readers located at the Port’s south gate and has provided the attached the Public Transportation Grant Agreement (PTGA). As a condition of the grant, the Port is obligated to contribute 25% (or $12,000), bringing the total project costs to $48,000. To enter into the agreement, FDOT requires that the Port Authority adopt a resolution specifically approving the PTGA and authorizing the execution of the PTGA on behalf of the Port Authority by specifically designated officials.

      
      

      ATTACHMENT:

      
      

      Resolution PA-22-04 and the State of Florida Department of Transportation Public Transportation Grant Agreement

      
      

      COST AND FUNDING SOURCE:

      
      

      FDOT funding of $36,000 and $12,000 Port

      
      

      CONSEQUENCES IF DEFERRED:

      
      

      Delay in execution of the PTGA

      LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

      Move to adopt Resolution PA-22-04 authorizing the execution of the Public Transportation Grant Agreement with the Florida Department of Transportation for the upgrade and replacement of the Port’s existing access control readers located at the Port’s south gate.

      Financial Project Number

      444947-1-94-03

      
      

      PA-22-04

      
      

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

      
      

      WHEREAS, the State of Florida Department of Transportation (Department) has offered to enter into a Public Transportation Grant Agreement with the Manatee County Port Authority (Port Authority) to provide Department participation in the upgrade and replacement of the Port’s existing access control readers located at the Port’s south gate, and

      
      

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

      
      

      NOW THEREFORE BE IT RESOLVED by the Manatee County Port Authority

      that:

      
      

      1. The State of Florida Department of Transportation Public Transportation Grant Agreement, identified as Financial Project Number 444947-1-94-03 wherein the Department agrees to a maximum participation in the amount of $36,000 is approved. The Chairman of the Port Authority, or, in the absence of the Chairman, any Vice Chairman of the Port Authority, is authorized to execute the Public Transportation Agreement on behalf of the Port Authority.

         
         

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

   
   

   ADOPTED with a quorum present and voting this the 25th day of January, 2022. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT

   CLERK OF CIRCUIT COURT AUTHORITY

   
   

   

   By:                                                     

   Chairman

   
   

   
   

   DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

   

   Financial Project Number(s):

   (item-segment-phase-sequence)

   Fund(s):

   444947-1-94-03             Work Activity Code/Function:

                                                         Federal Number/Federal Award

   DPTO FLAIR Category:

   215              Object Code:

   Org. Code:

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

   088794

   751000                   

   55012020129         

   VF596000727160  

   Contract Number:   G2430         Federal Award Date:

   CFDA Number:

   CFDA Title: CSFA Number: CSFA Title:

   N/A

   Agency DUNS Number:

                         01-973-

   7399             

    N/A                                                                                                                                                                             

    55.005                                                                                                                                                                        

    Seaport Grant Program                                                                                                                                              

   THIS PUBLIC TRANSPORTATION GRANT AGREEMENT (“Agreement”) is entered into

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

   
   

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

   
   

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

      
      

   2. Purpose of Agreement. The purpose of this Agreement is to provide for the Department’s participation in Port Manatee's seaport security 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 Intermodal

      

      Rail Crossing Closure

      

      Match to Direct Federal Funding (Aviation or Transit)

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

      

      Other

      
      

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

      
      

      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

      

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

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

      X *Exhibit G: Audit Requirements for Awards of State Financial Assistance

      

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

      
      

      DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

      *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 April 30, 2026. 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. Notwithstanding any other provision of this Agreement, if the Department intends to terminate the Agreement, the Department shall notify the Agency of such termination in writing at least thirty (30) days prior to the termination of the Agreement, with instructions to the effective date of termination or specify the stage of work at which the Agreement is to be terminated.

         
         

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

         
         

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

         
         

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

         
         

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

         
         

   9. Project Cost:

      
      

      
      

      DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

      1. The estimated total cost of the Project is $48,000. This amount is based upon Exhibit "B", Schedule of Financial Assistance. The timeline for deliverables and distribution of estimated amounts between deliverables within a grant phase, as outlined in Exhibit "B", Schedule of Financial Assistance, may be modified by mutual written agreement of the Parties and does not require execution of an Amendment to the Public Transportation Grant Agreement. The timeline for deliverables and distribution of estimated amounts between grant phases requires an amendment executed by both Parties in the same form as this Agreement.

         
         

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

         

         $36,000 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.

          
          

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

          

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

          
          

          DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

       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 thirty (30) days after notice from the Department, provide the Department with a corrective action plan describing how the Agency will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non- compliance. If the corrective action plan is unacceptable to the Department, the Agency will not be reimbursed. If the deficiency is subsequently resolved, the Agency may bill the Department for the amount that was previously not reimbursed during the next billing period. If the Agency is unable to resolve the deficiency, the funds shall be forfeited at the end of the Agreement’s term.

          
          

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

          
          

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

          
          

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

          
          

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

          
          

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

          
          

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

           
           

           DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

       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.

           
           

       12. 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.

           
           

       13. 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.

           
           

       14. 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."

           
           

       15. 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.

           
           

       16. 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

           
           

           DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

           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

          
          

          DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

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

          
          

   12. Contracts of the Agency:

       
       

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

          
          

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

          
          

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

          
          

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

          
          

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

       
       

       DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

       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

          
          

          DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

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

          
          

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

          
          

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

             
             

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

             
             

          3. In the event the Agency expends less than the threshold established by 2 CFR Part 200, Subpart F – Audit Requirements, in Federal awards, the Agency is exempt from Federal audit requirements for that fiscal year. However, the Agency must provide a single audit exemption statement to the Department at 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.

             
             

          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

             
             

             DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

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

             
             

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

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

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

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

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

             6. Take other remedies that may be legally available.

                
                

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

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

             605 Suwannee Street

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

             
             

             State Funded:

             
             

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

                
                

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

                
                

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

                   
                   

                   DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

                   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

                   
                   

                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.

                   
                   

                   DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

                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.

          
          

          DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

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

          
          

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

          
          

       7. E-Verify. The Agency shall:

          
          

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

             
             

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

             
             

       8. Executive Order 20-44. Pursuant to Governor’s Executive Order 20-44, if the Agency is required by the Internal Revenue Code to file IRS Form 990 and is named in statute with which the Department must form a sole-source, public-private agreement; or through contract or other agreement with the State, annually receives 50% or more of its budget from the State or from a combination of State and Federal funds, Recipient shall submit an Annual Report to the Department, including the most recent IRS Form 990, detailing the total compensation for each member of the Agency executive leadership team. Total compensation shall include salary, bonuses, cashed-in leave, cash equivalents, severance pay, retirement benefits, deferred compensation, real-property gifts, and any other payout. The Agency shall inform the Department of any changes in total executive compensation during the period between the filing of Annual Reports within 60 days of any change taking effect. All compensation reports shall detail the percentage of executive leadership compensation received directly from all State and/or Federal allocations to the Agency. Annual Reports shall be in the form approved by the Department and shall be submitted to the Department at fdotsingleaudit@dot.state.fl.us within 180 days following the end of each tax year of the Agency receiving Department funding.

          
          

       9. Design Services and Construction Engineering and Inspection Services. If the Project is wholly or partially funded by the Department and administered by a local governmental entity, except for a seaport listed in Section 311.09, Florida Statutes, or an airport as defined in Section 332.004, Florida Statutes, the entity performing design and construction engineering and inspection services may not be the same entity.

          
          

   18. Indemnification and Insurance:

       
       

       1. It is specifically agreed between the Parties executing this Agreement that it is not intended by any of the provisions of any part of this Agreement to create in the public or any member thereof, a third party beneficiary under this Agreement, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement. The Agency guarantees the payment of all just claims for materials, supplies, tools, or labor and other just claims against the Agency or any subcontractor, in connection with this Agreement. Additionally, 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,

          
          

          DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

          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. 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.”

          
          

       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.

          
          

          DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

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

          
          

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

          
          

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

          
          

       6. Non-Contravention of State Law. Nothing in the Agreement shall require the Agency to observe or enforce compliance with any provision or perform any act or do any other thing in contravention of any applicable state law. If any of the provisions of the Agreement violate any applicable state law, the Agency will at once notify the Department in writing so that

          
          

          DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

          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: Title:                                                       

   
   

   STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

   
   

   By:

   

   
   

   

   Name: John Kubler, P.E.                                                   Title: Director of Transportation Development                  

   
   

   STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

   Legal Review:

   12/13/2021 | 10:02 AM

   
   

   

   
   

   DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

   STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

   PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

   Form 725-000-02 STRATEGIC DEVELOPMENT

   OGC 02/20

   
   

   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)): The project provides for the Department’s financial participation on Port Manatee’s seaport security initiative. The purpose of the project is to upgrade and replace the port’s existing access control readers located at the port’s South Gate. The project installs high/low reader stands to better support access for truckers, replaces, upgrades and installs barcode and proximity card readers, install camera and intercom capabilities to full support the implementation of the security requirements outlined in the Maritime Transportation Security Act (MTSA) and the provisions outlined in Florida Stature 311.12 (4)(a).

      
      

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

      
      

   3. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): The project includes the procurement of capital equipment to complete the activities described in the Project Description including: cables; cameras; intercoms; card readers (e.g., optical and proximity); control modules; installation and testing; monitors; mounting equipment; network cabinets; network switches; network equipment; power supply equipment; readers stands; pedestals; and, software.

      
      

   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. Operating grants may be issued for a term not to exceed three years from execution. The original grant agreement will include funding for year one. Funding for years two and three will be added by amendment as long as the grantee has submitted all invoices on schedule and the project deliverables for the year have been met.

      
      

      DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 02/20

      
      

      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
         444947-1-94-03	DPTO	088794	2022	751000	55.005	Seaport Grant Program	$36,000.00
         444947-1-94-03	LF	088794	2022	-	-	Local Matching Funds	$12,000.00
         	Total Financial Assistance						$48,000.00

         
         

      2. Estimate of Project Costs by Grant Phase:

         
         

         Phases*	State	Local	Federal	Totals	State %	Local %	Federal %
         Land Acquisition	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
         Planning	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
         Environmental/Design/Construction	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
         Capital Equipment/ Preventative Maintenance	$36,000.00	$12,000.00	$0.00	$48,000.00	75.00	25.00	0.00
         Match to Direct Federal Funding	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
         Mobility Management (Transit Only)	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
         Totals	$36,000.00	$12,000.00	$0.00	$48,000.00

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

         
         

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

         
         

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

         
         

         Keith Robbins

         

         

         Department Grant Manager Name

         12/10/2021 | 11:09 AM EST

         Signature Date

         
         

         DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

         STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

         PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

         Form 725-000-02 STRATEGIC DEVELOPMENT

         OGC 02/20

         
         

         EXHIBIT D AGENCY RESOLUTION

         
         

         PLEASE SEE ATTACHED

         
         

         DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

         STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

         PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

         Form 725-000-02 STRATEGIC DEVELOPMENT

         OGC 02/20

         
         

         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.

            4. The Agency will upload required and final close out documents to the Department's web-based grant management system (e.g., SeaCIP.com).

               
               

         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.

               
               

               DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

               STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

               PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

               Form 725-000-02 STRATEGIC DEVELOPMENT

               OGC 02/20

               
               

            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.

               
               

         9. 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.

               
               

         10. 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.

             
             

             DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

             STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

             PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

             Form 725-000-02 STRATEGIC DEVELOPMENT

             OGC 02/20

             
             

         11. 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.

                
                

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

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

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

-- End of Exhibit E --

DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 02/20

EXHIBIT F

Contract Payment Requirements

Florida Department of Financial Services, Reference Guide for State Expenditures

Cost Reimbursement Contracts

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

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

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

   
   

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

   
   

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

   
   

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

   
   

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

   
   

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

   
   

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

   
   

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

   
   

   The Florida Department of Financial Services, online Reference Guide for State Expenditures can be found at this web address https://www.myfloridacfo.com/Division/AA/Manuals/documents/ReferenceGuideforStateExpenditures.pdf.

   
   

   DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

   STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

   PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

   Form 725-000-02 STRATEGIC DEVELOPMENT

   OGC 02/20

   
   

   EXHIBIT G

   
   

   AUDIT REQUIREMENTS FOR AWARDS OF STATE FINANCIAL ASSISTANCE

   
   

   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: $36,000

   
   

   *The award amount may change with amendments

   
   

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

   
   

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

   
   

   State Project Compliance Requirements for CSFA Number 55.005 are provided at: https://apps.fldfs.com/fsaa/searchCompliance.aspx

   
   

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

   
   

   DocuSign Envelope ID: A8B2FF89-AE64-4E45-8FF0-019EE37650AB

   

   DocuSign Envelope ID: E59F66D5-6130-431F-99E7-4BD87B827B14

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

   
   

   FLORIDA DEPARTMENT OF TRANSPORTATION FUNDS APPROVAL

   G2430 12/10/2021

   CONTRACT INFORMATION

   
   

   Contract:	G2430
   Contract Type:	GD - GRANT DISBURSEMENT (GRANT)
   Method of Procurement:	G - GOVERMENTAL AGENCY (287.057,F.S.)
   Vendor Name:	COUNTY OF MANATEE
   Vendor ID:	F596000727160
   Beginning Date of This Agreement:	02/01/2022
   Ending Date of This Agreement:	02/28/2025
   Contract Total/Budgetary Ceiling:	ct = $36,000.00
   Description:	Port Manatee Port Security Grant

   
   

   FUNDS APPROVAL INFORMATION

   FUNDS APPROVED/REVIEWED FOR ROBIN M. NAITOVE, CPA, COMPTROLLER ON 12/10/2021

   
   

   Action:	Original
   Reviewed or Approved:	APPROVED
   Organization Code:	55012020129
   Expansion Option:	A6
   Object Code:	751000
   Amount:	$36,000.00
   Financial Project:	44494719403
   Work Activity (FCT):	215
   CFDA:
   Fiscal Year:	2022
   Budget Entity:	55100100
   Category/Category Year:	088794/22
   Amendment ID:	O001
   Sequence:	00
   User Assigned ID:
   Enc Line (6s)/Status:	0001/04

   
   

   Total Amount: $36,000.00

   
   

   Page1 of 1

   January 25, 2022

   
   

   CONSENT

   AGENDA ITEM 1.E: PUBLIC TRANSPORTATION GRANT

   AGREEMENT –HOPPER AT BERTH 6

   
   

   BACKGROUND:

   
   

   The Florida Department of Transportation (FDOT) has agreed to participation in the funding of $750,000 for the procurement, assembly, and installation of cargo handling equipment (a hopper) at Berth 6 and has provided the attached the Public Transportation Grant Agreement (PTGA). As a condition of the grant, the Port is obligated to contribute 50% (or $750,000), bringing the total project costs to $1,500,000. To enter into the agreement, FDOT requires that the Port Authority adopt a resolution specifically approving the PTGA and authorizing the execution of the PTGA on behalf of the Port Authority by specifically designated officials.

   
   

   ATTACHMENT:

   
   

   Resolution PA-22-05 and the State of Florida Department of Transportation Public Transportation Grant Agreement

   
   

   COST AND FUNDING SOURCE:

   
   

   FDOT funding of $750,000 and $750,000 Port

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in execution of the PTGA

   LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

   Move to adopt Resolution PA-22-05 authorizing the execution of the Public Transportation Grant Agreement with the Florida Department of Transportation for the procurement, assembly, and installation of cargo handling equipment (a hopper) at Berth 6.

   Financial Project Number

   444277-1-94-05

   
   

   PA-22-05

   
   

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

   
   

   WHEREAS, the State of Florida Department of Transportation (Department) has offered to enter into a Public Transportation Grant Agreement with the Manatee County Port Authority (Port Authority) to provide Department participation in procurement, assembly, and installation of cargo handling equipment (a hopper) at Berth 6, and

   
   

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

   
   

   NOW THEREFORE BE IT RESOLVED by the Manatee County Port Authority

   that:

   
   

   1. The State of Florida Department of Transportation Public Transportation Grant Agreement, identified as Financial Project Number 444277-1-94-05 wherein the Department agrees to a maximum participation in the amount of $750,000 is approved. The Chairman of the Port Authority, or, in the absence of the Chairman, any Vice Chairman of the Port Authority, is authorized to execute the Public Transportation Agreement on behalf of the Port Authority.

      
      

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

ADOPTED with a quorum present and voting this the 25th day of January, 2022. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT

CLERK OF CIRCUIT COURT AUTHORITY

By:                                                     

Chairman

DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

Financial Project Number(s):

(item-segment-phase-sequence)

Fund(s):

444277-1-94-05             Work Activity Code/Function:

                                                      Federal Number/Federal Award

PORB FLAIR Category:

215              Object Code:

Org. Code:

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

088794

751000                   

55012020129         

VF596000727160  

Contract Number: G2278         Federal Award Date:

CFDA Number:

CFDA Title: CSFA Number: CSFA Title:

N/A

Agency DUNS Number:

                      01-973-

7399             

 N/A                                                                                                                                                                             

 55.005                                                                                                                                                                        

 Seaport Grant Program                                                                                                                                              

THIS PUBLIC TRANSPORTATION GRANT AGREEMENT (“Agreement”) is entered into

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

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

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

   
   

2. Purpose of Agreement. The purpose of this Agreement is to provide for the Department’s participation in Port Manatee's upland cargo improvements 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 Intermodal

   

   Rail Crossing Closure

   Match to Direct Federal Funding (Aviation or Transit)

   

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

   

   Other

   
   

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

   
   

   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

   

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

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

   X *Exhibit G: Audit Requirements for Awards of State Financial Assistance

   
   

   DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

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

   *Additional Exhibit(s):

   
   

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

   
   

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

   
   

6. Term of Agreement. This Agreement shall commence upon full execution by both Parties (“Effective Date”) and continue through April 30, 2026. 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. Notwithstanding any other provision of this Agreement, if the Department intends to terminate the Agreement, the Department shall notify the Agency of such termination in writing at least thirty (30) days prior to the termination of the Agreement, with instructions to the effective date of termination or specify the stage of work at which the Agreement is to be terminated.

      
      

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

      
      

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

      
      

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

      
      

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

      
      

      DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

9. Project Cost:

   
   

   1. The estimated total cost of the Project is $1,500,000. This amount is based upon Exhibit "B", Schedule of Financial Assistance. The timeline for deliverables and distribution of estimated amounts between deliverables within a grant phase, as outlined in Exhibit "B", Schedule of Financial Assistance, may be modified by mutual written agreement of the Parties and does not require execution of an Amendment to the Public Transportation Grant Agreement. The timeline for deliverables and distribution of estimated amounts between grant phases requires an amendment executed by both Parties in the same form as this Agreement.

      
      

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

      

      $750,000 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.

       
       

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

       

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

       
       

       
       

       DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

    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 thirty (30) days after notice from the Department, provide the Department with a corrective action plan describing how the Agency will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non- compliance. If the corrective action plan is unacceptable to the Department, the Agency will not be reimbursed. If the deficiency is subsequently resolved, the Agency may bill the Department for the amount that was previously not reimbursed during the next billing period. If the Agency is unable to resolve the deficiency, the funds shall be forfeited at the end of the Agreement’s term.

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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

        
        

        
        

        DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

    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.

        
        

    12. 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.

        
        

    13. 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.

        
        

    14. 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."

        
        

    15. 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.

        
        

    16. 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

        
        

        DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

        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

       
       

       DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

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

       
       

12. Contracts of the Agency:

    
    

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

       
       

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

       
       

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

       
       

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

       
       

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

    
    

    DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

    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

       
       

       DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

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

       
       

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

       
       

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

          
          

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

          
          

       3. In the event the Agency expends less than the threshold established by 2 CFR Part 200, Subpart F – Audit Requirements, in Federal awards, the Agency is exempt from Federal audit requirements for that fiscal year. However, the Agency must provide a single audit exemption statement to the Department at 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.

          
          

       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

          
          

          DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

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

          
          

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

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

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

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

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

          6. Take other remedies that may be legally available.

             
             

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

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

          605 Suwannee Street

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

          
          

          State Funded:

          
          

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

             
             

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

             
             

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

                
                

                DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

                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

                
                

             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.

                
                

                
                

                DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

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

          
          

    8. Executive Order 20-44. Pursuant to Governor’s Executive Order 20-44, if the Agency is required by the Internal Revenue Code to file IRS Form 990 and is named in statute with which the Department must form a sole-source, public-private agreement; or through contract or other agreement with the State, annually receives 50% or more of its budget from the State or from a combination of State and Federal funds, Recipient shall submit an Annual Report to the Department, including the most recent IRS Form 990, detailing the total compensation for each member of the Agency executive leadership team. Total compensation shall include salary, bonuses, cashed-in leave, cash equivalents, severance pay, retirement benefits, deferred compensation, real-property gifts, and any other payout. The Agency shall inform the Department of any changes in total executive compensation during the period between the filing of Annual Reports within 60 days of any change taking effect. All compensation reports shall detail the percentage of executive leadership compensation received directly from all State and/or Federal allocations to the Agency. Annual Reports shall be in the form approved by the Department and shall be submitted to the Department at fdotsingleaudit@dot.state.fl.us within 180 days following the end of each tax year of the Agency receiving Department funding.

       
       

    9. Design Services and Construction Engineering and Inspection Services. If the Project is wholly or partially funded by the Department and administered by a local governmental entity, except for a seaport listed in Section 311.09, Florida Statutes, or an airport as defined in Section 332.004, Florida Statutes, the entity performing design and construction engineering and inspection services may not be the same entity.

       
       

18. Indemnification and Insurance:

    
    

    1. It is specifically agreed between the Parties executing this Agreement that it is not intended by any of the provisions of any part of this Agreement to create in the public or any member thereof, a third party beneficiary under this Agreement, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement. The Agency guarantees the payment of all just claims

       
       

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       for materials, supplies, tools, or labor and other just claims against the Agency or any subcontractor, in connection with this Agreement. Additionally, 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. 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.”

       
       

    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

       
       

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

       
       

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

       
       

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

       
       

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    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: Title:                                                       

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

By:                                              Name: John Kubler, P.E.                                                   Title: Director of Transportation Development                  

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

Legal Review:

12/10/2021 | 9:11 A

DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 02/20

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 provides for the Department's financial participation in Port Manatee's upland cargo improvements initiative. This project includes the procurement, assembly, and installation of cargo handling equipment (i.e., a hopper) at Berth 6. Included in this project is foundation necessities and all appurtenances for the cargo handling equipment.

   
   

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

   
   

3. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): This project includes the procurement of capital equipment to complete the activities described in the Project Description, including: assembly; concrete; connectors and fasteners; construction management services; cost estimates; demobilization; foundation necessities and appurtenances; hopper; installation; mobilization; parts components; permitting; procurement costs; transport/delivery; and, utilities.

   
   

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. Operating grants may be issued for a term not to exceed three years from execution. The original grant agreement will include funding for year one. Funding for years two and three will be added by amendment as long as the grantee has submitted all invoices on schedule and the project deliverables for the year have been met.

   DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

   DocuSign Envelope ID: 84A16FDA-CD54-4272-AC91-AE9B43E705F6

   

   
   

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   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
      444277-1-94-05	PORB	088794	2022	751000	55.005	Seaport Grant Program	$750,000.00
      444277-1-94-05	LF	088794	2022	-	-	Local Matching Funds	$750,000.00
      	Total Financial Assistance						$1,500,000.00

      
      

   2. Estimate of Project Costs by Grant Phase:

      
      

      Phases*	State	Local	Federal	Totals	State %	Local %	Federal %
      Land Acquisition	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Planning	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Environmental/Design/Construction	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Capital Equipment/ Preventative Maintenance	$750,000.00	$750,000.00	$0.00	$1,500,000.00	50.00	50.00	0.00
      Match to Direct Federal Funding	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Mobility Management (Transit Only)	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Totals	$750,000.00	$750,000.00	$0.00	$1,500,000.00

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

      
      

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

      
      

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

      
      

      Keith Robbins

      

      

      Department Grant Manager Name

      12/9/2021 | 1:51 PM EST

      Signature Date

      
      

      DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

      EXHIBIT D AGENCY RESOLUTION

      
      

      PLEASE SEE ATTACHED

      
      

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      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.

         4. The Agency will upload required and final close out documents to the Department's web-based grant management system (e.g., SeaCIP.com).

            
            

      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.

            
            

      9. 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.

            
            

      10. 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.

          
          

          
          

          DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

      11. 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.

             
             

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

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

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

-- End of Exhibit E --

DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

EXHIBIT F

Contract Payment Requirements

Florida Department of Financial Services, Reference Guide for State Expenditures

Cost Reimbursement Contracts

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

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

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

   
   

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

   
   

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

   
   

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

   
   

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

   
   

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

   
   

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

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

The Florida Department of Financial Services, online Reference Guide for State Expenditures can be found at this web address https://www.myfloridacfo.com/Division/AA/Manuals/documents/ReferenceGuideforStateExpenditures.pdf.

DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

EXHIBIT G

AUDIT REQUIREMENTS FOR AWARDS OF STATE FINANCIAL ASSISTANCE

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: $750,000

*The award amount may change with amendments

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

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

State Project Compliance Requirements for CSFA Number 55.005 are provided at: https://apps.fldfs.com/fsaa/searchCompliance.aspx

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

DocuSign Envelope ID: BFA63D73-5C77-4302-BFF0-2F18A7ED1D82

DocuSign Envelope ID: 84A16FDA-CD54-4272-AC91-AE9B43E705F6

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

FLORIDA DEPARTMENT OF TRANSPORTATION FUNDS APPROVAL

G2278 11/10/2021

CONTRACT INFORMATION

FUNDS APPROVAL INFORMATION

FUNDS APPROVED/REVIEWED FOR ROBIN M. NAITOVE, CPA, COMPTROLLER ON 11/10/2021

Total Amount: $750,000.00

Page1 of 1

January 25, 2022

CONSENT

AGENDA ITEM 1.F.: PORT MANATEE RAILROAD LLC LEASE

AGREEMENT

BACKGROUND:

On October 21, 2021, the Authority approved the Operating and Maintenance Agreement Between Authority and Port Manatee Railroad, LLC (PMRR) for operating the Port’s Class III short line railroad. PMRR is desirous of leasing an office at Port Manatee as described in the attached lease.

ATTACHMENTS

Lease Agreement between Port Manatee and Port Manatee Railroad LLC

COST AND FUNDING SOURCE: N/A

CONSEQUENCES IF DEFERRED:

Delay in approval of office lease

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute the Lease Agreement between Port Manatee and Port Manatee Railroad LLC.

LEASE AGREEMENT BETWEEN PORT MANATEE AND PORT MANATEE RAILROAD LLC

THIS Lease Agreement Between Port Manatee and Port Manatee Railroad LLC (“Lease”) is 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, Suite One, Palmetto, Florida 34221 (“Authority”) and PORT MANATEE RAILROAD LLC a foreign limited liability company authorized to do business in the state of Florida and , whose principal place of business is located at 505 South Broad Street, Kennett Square, PA 19348 (“Lessee”) (Authority and Lessee are sometimes hereinafter referred to as “Party” or collectively, the “Parties”).

WHEREAS, the Authority owns and operates a public seaport facility in the northwestern portion of Manatee County, Florida, known as “Port Manatee” and is seeking to encourage, develop and stimulate the flow of waterborne commerce through Port Manatee; and

WHEREAS, the Lessee is desirous of leasing from the Authority certain office space at Port Manatee as hereinafter provided, and

WHEREAS, it is expedient and to the best interests of the Authority to lease the office space to the Lessee upon the terms and conditions set forth in this Lease; and

WHEREAS, it is desirable that the respective duties and responsibilities of the Parties be set forth in a written agreement.

NOW THEREFORE, for and in consideration of the foregoing premises and the mutual covenants contained in this Lease, it is agreed by and between the Parties as follows:

1. RECITALS. The above recitals are true and correct and agreed to by the Parties and are incorporated in this Lease by reference as if fully set forth in this Lease.

   
   

2. DEMISED PREMISES. The Authority does hereby demise, let, and rent unto the Lessee, and the Lessee shall hire and take as tenant approximately 185.92 square feet of office space identified as

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   Page 1 of 28

   being 1905 Intermodal Circle, #214, Palmetto, FL, located in Manatee County, Florida identified as a portion of Port Manatee, a demonstrative sketch of which is attached and made a part of this Lease as Exhibit A, to have and to hold the same for the terms set forth below. The office space identified and depicted on Exhibit A, all rights of access and other appurtenant rights related thereto, and all improvements now or hereafter, are collectively referred to herein as the “Demised Premises.” In accordance with the Master Plan, the Authority agrees, covenants and warrants that Lessee has the right to peacefully occupy, have, use, hold and quietly enjoy the Demised Premises subject to the provisions of this Lease. The Lessee agrees to use the Demised Premises so as not to interfere with, interrupt, or impact the use or operation of any other tenant, user, or customer at Port Manatee. The Demised Premises are leased and accepted by Lessee in its current “As Is-Where Is” condition. The Authority makes no warranties as to fitness, and Lessee acknowledges and agrees that it has had adequate opportunity to inspect and test the Demised Premises prior to entering into this Lease.

   
   

3. PURPOSE. The Lessee may use the Demised Premises solely for the purpose of utilizing office or offices for conducting the activities, business, and operation of the Lessee in connection with the activities and operations of the Lessee at Port Manatee related to railroad commerce. If the Lessee intends to use the Demised Premises for any purpose other than those defined above, the Lessee shall first obtain approval of the Authority before beginning such use. The Demised Premises will not be used for any unlawful purposes, and the Lessee will not use the Demised Premises in such a manner as to create a nuisance or otherwise violate any law, rule, or regulation of any governmental authority that is applicable to the Demised Premises or Lessee’s operations at the Demised Premises. The Lessee will neither suffer nor commit any waste of the Demised Premises. The Lessee may not act or fail to act in a manner that would adversely affect the title of the Authority.

   
   

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4. TERM. The term of this Lease commences on December 1, 2021 (“Effective Date”) and terminates five (5) years thereafter on November 30, 2026 (“Initial Term”), unless terminated earlier or extended as provided in this Lease. The Initial Term of this Lease may be extended as agreed-upon by the Parties in writing no later than sixty (60) days prior to the expiration of the then existing term of this Lease. Any such extension and any modification of rent or other provisions shall be executed with the same formality as this Lease. If the 60-day advance notice of extension is not received by the Authority, the rent for the Demised Premises will revert to the rate provided in the then current Port

   Manatee Tariff. As used in this Lease, a “year of this Lease” or “Lease year” means each consecutive twelve (12) month period commencing on the Effective Date and any extension the Authority consents to thereafter. As used in this Lease, the “Term” means the Initial Term and any renewal terms, if properly exercised.

   
   

5. RENT. In exchange for the Lessee’s use and occupation of the Demised Premises, the Lessee shall pay to the Authority rent for the Demised Premises, payable monthly in advance together with any applicable Florida sales taxes on rent, on the first (1st) day of each calendar month during the Term. The rent for the Demised Premises is as follows: Four Hundred and Sixty-Two U.S. Dollars and 94/100 ($462.94) per month for the first year of the Initial Term (185.92 square feet @ $2.49 per square feet). The monthly rent shall be increased by four percent (4%) per year in years two through five of the Initial Term. Should the Parties mutually agree to extend the term of this Lease as set forth in the paragraph of this Lease entitled “Term,” the monthly rent shall be negotiated based on the then current rate. Any payment of rent received by the Authority after the close of business on the second calendar day of the month shall accrue interest at the rate of five percent (5%), commencing on the due date.

   If Lessee pays rent with a check or bank draft that is returned unpaid or uncollected, Lessee shall pay to the Authority, in addition to the total amount due, a processing fee for each returned check or bank draft in the amount provided in the then current Port Manatee Tariff. In the event two (2) or more of Lessee’s checks or bank drafts are returned unpaid or uncollected in any twelve (12) month period during the Lease Term, the Authority may require, as a condition of Lessee’s continued use and/or occupation of the Demised Premises, that all subsequent payments of dent be in the form of a cashier’s check or money order.

   
   

6. IMPROVEMENTS. Lessee is prohibited from making any improvements and modifications to the Demised Premises.

   
   

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7. APPROVALS AND PERMITS. The Lessee shall obtain all necessary building or construction approvals, development orders, and permits required and issued by an appropriate governmental regulatory agency in connection with the improvements identified in the paragraph of this Lease entitled “Improvements” at no cost, expense, liability, or obligation to the Authority. The Authority will cooperate with Lessee in obtaining such approvals, orders and permits.

   
   

8. EXISTING FACILITIES. This Lease and the right of the Lessee to the possession and use of the Demised Premises are subject to any existing electric lines, telephone lines, water and sewer lines or mains, and other utility facilities located through, under or upon the Demised Premises (collectively, the “Facilities”). The Authority, Florida Power & Light Company or its successor in interests, Frontier Communications Company or its successor in interests, Manatee County Public Works Department,

   U.S. Coast Guard, U.S. Department of Agriculture and their agents, employees, servants and subcontractors will have access to the Facilities to the extent necessary for the operations, maintenance and repair of the Facilities.

   
   

9. SIGNS. The Lessee at its sole expense and risk, but in conformity with all requirements of federal, state, and local law and regulations and, subject to the prior written approval by the Authority (which approval will not be unreasonably withheld or delayed), may erect signs inside the hallway leading to the Demised Premises and other appropriate places adjacent to road and thoroughfares within Port Manatee.

   
   

10. OCCUPANCY REGULATIONS. Lessee agrees that it:

    
    

    1. will not use the plumbing facilities for any purpose other than that for which they are constructed and will not permit any foreign substance of any kind to be thrown therein. The expense of repairing any breakage, stoppage, seepage or damage whether occurring on or off the Demised Premises, resulting from a violation of this provision by Lessee or Lessee’s employees, agents or invites shall be borne by Lessee;

    2. will comply with all laws and ordinances and all rules and regulation of governmental authorities with respect to Lessee’s use of the Demised Premises;

    3. will use only such electrical appliances as will not overload the electrical service of the Demised Premises as supplied by Authority. If Lessee uses or requires additional electrical service, Lessee shall provide the same at its own cost and expense, but only in accordance with specifications approved by Authority in writing.

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    4. will not use or operate any machinery, that, in Authority’s reasonable judgment, is harmful to the Demised Premises or constitutes a nuisance;

    5. will not place any weight in any portion of the Demised Premises beyond the safe carrying capacity of the structure;

    6. will not manufacture any commodity or prepare or dispense any food or beverages on the Demised Premises, except for use by Lessee or Lessee’s customer, employees, agent, or invitees;

    7. will not obstruct any sidewalks, halls, passageways, elevators or stairways in the common areas, or use the same for any purpose other than ingress or egress to and from the Demised Premises;

    8. will not bring in to or remove from the Demised Premises any heavy or bulky object except in accordance with the rules and regulations set forth by Authority;

    9. will not use any part of the Demised Premises as sleeping rooms or apartments;

    10. will not permit space heaters, personal refrigerators, or other energy-intensive or fire hazardous equipment unnecessary to conduct Lessee’s business without written approval by Authority.

        The Parties further acknowledge the requirements in subsection (b) above for compliance with applicable laws and ordinances are exclusive to Lessee’s use of the Demised Premises, and Authority shall at all times, at Authority’s expense, remain fully responsible as owner of the Demised Premises for ensuring the dwelling is maintained in compliance with all local health, building, and safety codes and inspection requirements, including any associated fees.

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11. MAINTENANCE. The Lessee must, at its sole cost and expense, keep the interior, non- structural portions of the Demised Premises and the non-structural elements of all doors and entrances of the Demised Premises, in good clean and operating order, condition and repair, throughout the Term of this Lease, including as needed to maintain a safe, tenantable, and workable condition. Lessee shall deliver same to the Authority at the termination or expiration of this Lease in good order and condition, ordinary wear and tear excepted. At the Authority’s expense, the Authority shall maintain, repair, and replace as necessary, all other portions of the Demised Premises that are not the Lessee’s responsibility, including but not limited to the roof, floor stabs, columns, exterior walls, imbedded utility lines, and subfloor, HVAC, and all other exterior and structural elements, so as to keep the same in good order and repair throughout the Term of this Lease, ordinary wear and tear, excepted. In accordance with

    applicable law and Authority policy, the Authority shall expeditiously commence and complete any repair or replacements required by the terms of this Lease.

    
    

12. TRADE FIXTURES. All trade fixtures installed by the Lessee in the Demised Premises shall be the property of the Lessee and shall be removed at the expiration or termination of this Lease, provided that any damage caused by such removal is promptly repaired. If the Lessee fails to remove any such trade fixtures upon expiration or termination of the Term of this Lease, such trade fixtures shall be deemed abandoned and shall become the property of the Authority. Any lighting fixtures, heating and air conditioning equipment, plumbing and electrical systems and fixtures and floor coverings shall not be deemed to be trade fixtures, whether installed by Lessee or the Authority and shall not be removed from the Demised Premises, but shall upon installation become the property of the Authority without any compensation to the Lessee.

    
    

13. UTILITIES. The Authority shall provide for utilities, including water sewer, electricity, gas, and other utilities supplied to the Demised Premises, including initial deposits and other similar charges required by the various utility companies or utility systems for commencing service and for providing service throughout the Term of this Lease. The Authority shall make all utilities, including heating ventilation and air conditioning (“HVAC”) service available to the Demised Premises. Lessee is responsible for any costs associated with telephone and internet services.

    
    

14. JANITORIAL SERVICES AND PEST CONTROL. The Lessee shall, at its own expense, furnish janitorial services for general cleaning of the Demised Premises. The Authority shall, at no additional charge, furnish janitorial services for general cleaning of the commonly shared bathrooms and other common areas within the Port Manatee Intermodal Building. The Authority shall, at its own expense, keep all the Demised Premises free from infestation by termites, rodents, and other pests and shall repair damaged caused to the Demised Premise by same during the Term of this Lease.

    
    

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15. COMMON AREAS. Subject to the security restrictions set forth in the paragraph of this Lease entitled “Security,” Lessee and its employees and customers will have the nonexclusive right during the Term of this Lease to use the parking areas, streets, driveways, aisles, sidewalks, curbs, delivery passages, loading areas, lighting facilities, and all other areas designated by the Authority from time to

    time, for use by any tenants of the Port (collectively, the “Common Areas”), in common with the Authority, other tenants of the Port, and other persons designated by the Authority. Such Common Areas are subject to the exclusive control and management of the Authority. The Authority may from time to time promulgate rules and regulations of the use of the Common Areas. The Authority may at any time, and from time to time, temporarily close all or any of the Common Areas, but will not deprive Lessee of reasonable access to Demised Premises.

    
    

16. SECURITY. The Parties agree and acknowledge that the Authority is subject to minimum standards, procedures and requirements imposed by federal and state laws and regulations, rules, policies, and procedures in effect from time to time concerning security at Port Manatee, including the

    U.S. Maritime Transportation Security Act of 2002; Title 33, parts 101 and 105 of the U.S. Code of Federal Regulations; Chapter 311 of the Florida Statutes; and the security provisions of all tariffs in effect at Port Manatee, each as amended, supplemented, restated or otherwise modified from time to time, in connection with the security of Port Manatee as a seaport. Port Manatee consists of various facilities operated by the Authority and various facilities operated by lessees pursuant to leases with the Authority, and the security of facilities operated by the Authority and facilities operated by the Lessee pursuant to this Lease are beneficial to both Parties necessitating that there be a degree of cooperation between the Authority and the Lessee. The Lessee must comply with all of the provisions of the above-mentioned laws and regulations applicable to the Demised Premises and to the activities and operations of the Lessee at Port Manatee.

    
    

17. ACCESS. Subject to the restrictions set forth in the paragraph entitled “Security” in this Lease, the Authority grants the Lessee a continuous (24 hours per day, 7 days a week) right of ingress and egress through Port Manatee to the Demised Premises. The Authority will have free access to the Demised Premises at reasonable times and hours for the purpose of examination and inspection of the Demised Premises and all improvements located on the Demised Premises and for conducting the routine business and operations at Port Manatee.

    
    

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18. TARIFF. To the extent the rates, rules, and regulations of the Authority set forth in the then current Port Manatee Tariff are not in conflict with or in degradation of the terms and conditions of this Lease, the Lessee, throughout the Term of this Lease, must abide by and comply with all of the rates,

    rules, and regulations of the Authority set forth in the then current Port Manatee Tariff as published by the Authority. The covenant by the Lessee to abide by and comply with the Port Manatee Tariff was a material inducement for the Authority to enter into this Lease constituting substantial consideration to the Authority for this Lease, and any failure by the Lessee to fully abide by and comply with the then current Port Manatee Tariff, may at the option of the Authority constitute a default by the Lessee entitling the Authority to exercise any or more of the remedies set forth in the paragraph of this Lease entitled “Events of Default.” The Lessee hereby acknowledges receipt of a copy of the current Port Manatee Tariff and that it understands all the provisions of said Tariff.

    
    

19. TAXES AND LICENSE FEES. The Lessee must pay any and all ad valorem taxes, special assessments, tangible and intangible personal property taxes, sales tax, use taxes, license fees, and any other tax, fee, or charge which may be levied or assessed against any portion of the Demised Premises or imposed in connection with the activities and operations of the Lessee upon any portion of the Demised Premises or in connection with the possession of any portion of the Demised Premises by the Lessee (collectively, the “Taxes”). Lessee must pay the Taxes directly to the appropriate local tax authorities or other governmental agencies. In addition, the Lessee will have the right to contest the amount or validity, in whole or part, of any ad valorem tax or special assessment or to seek a reduction in the valuation of Demised Premises as assessed for real estate property tax purposes by appropriate proceedings diligently conducted in good faith (but Lessee may continue to pursue such contest past the final due date for such tax only after payment of such tax). The Authority will not be required to join in any proceedings referred to in this paragraph unless required by law, in which event the Authority shall, upon written request by Lessee, join in proceedings or permit the proceeding to be brought in its name. Lessee covenants that the Authority will not suffer or sustain any costs or expenses (including, but not limited to attorneys’ fees) or any liability in connection with any such proceedings and Lessee agrees to pay all such costs and expenses. No consent to join in proceedings or permit the proceedings to be brought in its name will subject the Authority to material civil liability or the risk of any criminal liability.

    
    

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20. LESSEE’S INSURANCE. During the Term of this Lease, the Lessee shall provide, pay for, and maintain with insurance companies satisfactory to the Authority, the types of insurance described

    in this Lease.

    1. All insurance must be from responsible insurance companies, having an A.M. Best rating of A-/VIII or better, and eligible to do business in the State of Florida. The required policies of insurance must be performable in Manatee County, Florida, and must be construed in accordance with the laws of the State of Florida.

    2. The Authority must be included as an Additional Insured on the Lessee’s Commercial General Liability, Umbrella Liability, and Business Automobile Liability policies and provide the “Severability of Interest” provision (a/k/a “Separation of Insured’s” provision).

    3. The Lessee must deliver to the Authority, within 5 days of execution of this Lease and prior to possessing the Demised Premises, properly executed “Certificate(s) of Insurance,” setting forth the insurance coverage and limits required in this Lease. The Certificates must be signed by the authorized representative of the insurance company(s) shown on the Certificate of Insurance. In the event of a claim, certified, true, and exact copies of the insurance policies required in this Lease must be provided to the Authority, if requested by the Authority.

    4. The Lessee must take immediate steps to make up any impairment to any Aggregate Policy Limit upon notification of the impairment.

    5. The Lessee authorizes the Authority and its insurance consultant to confirm all information furnished to the Authority with the Lessee’s insurance agents, brokers, surety, and insurance carriers.

    6. All insurance coverage of the Lessee shall be primary to any insurance or self-insurance program carried by the Authority. The Authority’s insurance or self-insurance programs or coverage must not be contributory with any insurance required of the Lessee in this Lease.

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

    8. No work or occupancy of the Demised Premises may commence unless and until the required Certificate(s) of Insurance are in effect.

    9. The insurance coverage and limits required of the Lessee under this Lease are designed to meet the minimum requirements of the Authority. They are not designed as a recommended insurance program for the Lessee. The Lessee alone shall be responsible for the sufficiency of its own insurance program. Should the Lessee have any question concerning its exposures to loss under this Lease or the possible insurance coverage needed therefore, it should seek professional assistance.

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

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    11. Should any of the required insurances specified in this Lease provide for a deductible, self-insured retention, self-insured amount, or any scheme other than a fully insured program, the Lessee shall be fully responsible for the deductible, self-insured retention, self-insured

        amount or any other amounts not payable by the Lessee’s insurers.

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

        
        

    13. Renewal Certificate(s) of Insurance must be provided to the Authority at least ten (10) days prior to expiration of current coverage.

    14. If the Lessee fails to provide or maintain the insurance coverage required in this Lease at any time during the Term of the Lease, the Authority may terminate or suspend this Lease.

    15. If the Lessee utilizes contractors or sub-contractors to perform any work on the Authority property, the Lessee will ensure all contractors and sub-contractors maintain the same types and amounts of insurance required of the Lessee. In addition, the Lessee will ensure that the contractors and sub-contractors insurances comply with all of the insurance requirements specified for the Lessee contained within this Lease. The Lessee shall obtain Certificates of Insurance comparable to those required of the Lessee from all contractors and sub-contractors. Such Certificates of Insurances must be presented to the Authority upon request.

        
        

    16. Accident Reports. The Lessee shall immediately notify the Authority of any accidents involving the Lessee’s staff, vehicles, or equipment that occur while the Lessee is performing services under this Lease and result in personal injuries or damage to public or private property. In all such cases, oral notice must be provided within nine (9) hours of the accident and a written report must be provided to the Authority within five (5) business days of the accident. If any issues are unresolved at that time, a subsequent report shall be provided to the Authority within five (5) business days following the ultimate disposition of the case. The oral and written reports shall include the date and time of the event, a description of the event, an estimate of the damages and injuries (if any) caused by the event, and a description of how the event and any associated damages and injuries were handled or will be handled.

        
        

    17. The Authority will not be responsible for damage, loss, or theft of any items or cargo stored in or at the Demised Premises or any damage caused by any items or cargo stored at the Demised Premises.

        
        

        SPECIFIC INSURANCE COVERAGES AND LIMITS:

        
        

    18. All requirements in this section must be complied with in full by the Lessee unless excused from compliance in writing by the Authority.

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    19. All PMR employees are “railroad employees”; they are not eligible for Workers’ Comp. All railroad employees are covered by FELA, as per federal law, so it is not possible for a railroad to procure workers’ comp insurance for railroad employees.

    1. Commercial General Liability Insurance must be maintained by the Lessee on the Full Occurrence Form. Coverage must include but not be limited to Premises and Operations, Personal Injury, Contractual for this Lease, Independent Contractors. The minimum acceptable limits are:

       Bodily Injury & $2,000,000.00 Combined Single Limit each Property Damage Liability Occurrence and aggregate

       
       

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

       
       

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

    Bodily Injury $1,000,000.00 Limit Each Accident Property Damage Liability $1,000,000.00 Limit Each Accident

    
    

    or

    Bodily Injury &

    Property Damage Liability $1,000,000.00 Combined Single Limit Each

    Accident

    
    

    If the Lessee does not own automobiles, the Lessee’s Commercial General Liability policy referenced in Paragraph R(2) above must be endorsed to provide “Non Owned and Hired Automobile Liability” coverage.

    
    

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21. INDEMNIFICATION. Regardless of whether or not there is any applicable insurance, Lessee shall release, indemnify, defend, and hold harmless the Authority and its Port Authority members, officers, agents and employees (“Authority Indemnitee”), from all fines, taxes, assessments, penalties, claims, suits, actions, obligations, charges, demands, losses, damages, liabilities, remediation and response expenses, costs, expenses (including, without limitation, attorneys’ fees, engineering fees and the costs and expense of appellate action, if any) (collectively, “Claims”), and causes of action of every kind or character whatsoever, whether in law or equity, in connection with any loss of life, bodily or personal injury, violation of laws, violation of grant requirements, or damage to or loss of property arising from or out of: (1) any occurrence in, upon, at, or about the Demised Premises or any part thereof occasioned or caused in whole or in part, either directly or indirectly, by the act, omission, negligence, misconduct, or breach of this Lease by Lessee, its officers, employees, agents, representatives, contractors, licensee, invitees, or by any other person entering the Demised Premises under express or implied invitation of Lessee (“Lessee and Others”), or (2) arising out of or relating to

    Lessee and Others use of the Demised Premises, or (3) arising out of or relating to Lessee and Others operation at Port Manatee, except to the extent provided by law that any such loss or damage is caused in whole or in part by the gross negligence or willful misconduct of the Authority Indemnitee. The Authority shall not be liable or responsible for any loss or damage to any property or the death of or injury to any person occasioned by theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition of other governmental body or authority, by other Port lessees or by any other matter beyond the control of the Authority. Lessee’s obligations under this paragraph are not limited in amount, and specifically are not limited to the amount of any insurance. The indemnification set forth in this Lease must survive and continue in full force and effect and may not be terminated, discharged or released in whole or in part.

    
    

    1. This indemnification provision includes claims made by any employees of Lessee against the Authority, and Lessee hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. Nothing contained in this Lease and specifically this indemnification provision is intended to, nor shall it be construed as as a waiver of any defenses or limitations to any claims, including those based on the doctrine of sovereign immunity or section 768.28, Florida Statutes claim exceeding the limitations of liability established by Section 768.28, Florida Statutes. Nothing in this Lease may be construed as consent by the Authority to be sued by third parties in any matter arising out of this Lease.

       
       

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    2. Subject to the limitations set forth in this section, Lessee shall assume control of the defense of any claim asserted by a third party against the Authority for which Lessee is obligated to indemnify, defend, and hold harmless the Authority under this section and, in connection of such defense, shall appoint lead counsel in each case at Lessee’s expense. The Authority shall have the right, at its option and expense, to participate in the defense of any third-party claim, without relieving Lessee of any of its obligations hereunder. If Lessee assumes control of the defense of any third-party claim in accordance with this section, Lessee shall obtain the prior written consent (not to be unreasonably withheld, conditioned, or delayed) of the Authority before entering into any settlement of such claim. Notwithstanding anything to the contrary in this section, Lessee shall not assume or maintain control of the defense of any third-party claim, but shall pay the reasonable fees of counsel retained by the Authority and all reasonable expenses, including experts’ fees, if (i) an adverse determination with respect to the third-party claim would, in the good faith judgment of the Authority, be detrimental in any material respect to the Authority’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the Authority; or (iii) Lessee has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third-party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith.

    
    

22. GOVERNMENTAL IMMUNITY. Nothing in this Lease is intended to serve as a waiver of sovereign immunity by the Authority or may be construed as consent by the Authority to be sued by third parties in any matter arising out of this Lease. The Authority agrees to be fully responsible for the acts and omissions of its agents and employees to the extent permitted by law.

    
    

23. LABOR DISPUTES. Port Manatee consists of various facilities operated by tenants pursuant to leases with the Authority and by the Authority itself, and it is necessary for the operation of Port Manatee that there is a degree of cooperation between the Lessee and the Authority. In the event there are any strikes, boycotts, walkouts, picketing or other labor disputes at Port Manatee impacting upon the activities and operations of the Lessee pursuant to the provisions of this Lease then and in that event, the Lessee shall cooperate with the Authority in taking reasonable action and undertakings necessary to preserve and protect normal lawful activities and operations at Port Manatee. Such action may include the exchange of information between the Lessee and the Authority or arranging for a separate entrance to certain facilities at Port Manatee. The Lessee shall exercise a reasonable effort to discourage and prevent any such labor disputes in connection with its activities and operations pursuant to the provisions of this Lease. In the event of any such labor dispute in connection with the activities and operation by the Lessee, then and in that event, the Lessee shall take all reasonable action consistent with its requirements necessary to resolve said disputes and to prevent the disruption of the normal activities and operations at Port Manatee. Nothing in this Lease will be construed to impair or limit the lawful rights of employees of the Lessee or the Authority, or to limit the lawful rights of any labor organization representing said employees.

    
    

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24. RELATIONSHIP BETWEEN THE PARTIES. Lessee is an independent contractor. Nothing in this Lease shall constitute or create a partnership, joint venture, or any other relationship between the Parties, unless specified in this paragraph of this Lease entitled “Relation Between the Parties.” Neither Lessee nor Lessee’s agents shall act as officers, employees, or agents of the Authority. Lessee shall not have the right to bind the Authority to any obligation not expressly undertaken by the Authority under this Lease. The Authority is not exercising any dominion, control or supervision over the activities and operations of the Lessee upon the Demised Premises, and the only interest the Authority has in and to activities and operations is as the lessor or landlord of the Demised Premises

    pursuant to the provisions of this Lease and as the owner and operator of Port Manatee pursuant to the provisions of the then current Port Manatee Tariff.

    
    

25. ASSIGNMENT OR SUBLETTING. This Lease is binding upon and will inure to the benefit of the Parties and their respective successors. However, this Lease may not be assigned and no portion of the Demised Premises may be sublet by the Lessee without the express written approval of the Authority. The Authority will not arbitrarily delay or refuse to permit such an assignment if the Lessee furnishes evidence satisfactory to the Authority that the assignee has financial resources to secure the performance of the terms and conditions of this Lease, which are at least equal to those of the Lessee. The Authority will not arbitrarily delay or refuse to permit subletting providing that the Lessee always remains liable to the Authority for carrying out the terms and conditions of this Lease and further providing that the Lessee provide the Authority with a duly executed copy of any such sublease. Approval of any assignment will be set forth in a written addendum or supplement to this Lease executed with the same formality as the execution of this Lease. Approval of any sublease will be set forth in a Resolution of the Authority. The Lessee may not assign, pledge, or otherwise transfer, as and for any other purposes, collateral security, in connection with any financing or refinancing this Lease or the improvements.

    
    

26. LESSEE REPRESENTATIONS. The Lessee represents unto the Authority with the intent that the Authority rely thereon as a major inducement to the Authority to enter into this Lease that:

    
    

    A. Lessee represents and warrants to the Authority that to its actual and constructive knowledge: 1) neither Lessee (which includes for purposes of this section its parent and affiliate companies, owners, members, managers, shareholders, directors, officers, representatives, agents, employees, distributors, vendors and suppliers collectively) nor any of its funding sources are identified on the Special Designated Nationals and Blocked Persons List of the U.S. Treasury Office of Foreign Asset Control; 2) neither Lessee, nor any person(s) who, in the aggregate or individually, directly or indirectly own 50% or more of the Lessee, nor any guarantor of all or any part of Lessee’s obligations under this Lease are directly or indirectly owned or controlled by a government or country that is subject to an embargo imposed by the

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    U.S. Government; or 3) neither Lessee nor any person(s) who, in the aggregate or individually, directly or indirectly own 50% or more of the Lessee, or guarantor of all or any part of the Lessee’s obligations under this Lease are acting on behalf of a government or have been in the past five years involved in business arrangements or other transactions with any country that is subject to such embargo. Lessee agrees to notify the Authority in writing immediately upon the occurrence of any of that, which would cause the foregoing representation, and warranties of

    this Section to be incorrect in any respect and the Authority will have the right then or thereafter to terminate this Lease at its sole and absolute discretion.

    
    

    1. In connection with any aspect of this Lease or other transaction involving Lessee, neither Lessee (which includes for purposes of this section its parent and affiliate companies, owners, members, managers, shareholders, directors, officers, representatives, agents, employees, distributors, vendors and suppliers collectively) has engaged or will engage in prohibited conduct, as defined in the Foreign Corrupt Practices Acts, directly or indirectly in the performance of this Lease or otherwise on behalf of itself or Lessee. In the event of or during the term of this Lease, if Lessee is not in compliance with this Section, Lessee shall make prompt disclosure of such non-compliance to the Authority and the Authority shall have the right to terminate the Lease at its sole and absolute discretion.

       
       

    2. The Lessee (which includes its officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of the Lessee) has not been placed on the convicted vendor list following a conviction for a public entity crime within the last 36 months. In the event of or during the Term of this Lease, if Lessee is placed on the convicted vendor list, in accordance with section 287.133 of the Florida Statutes as may be amended, Lessee shall make prompt disclosure of such non-compliance to the Authority.

       
       

    3. By executing this Lease and each and every renewal (if renewal is separately provided for herein), pursuant to section 287.135, Florida Statutes, Lessee certifies, represents, and warrants that it is not on the Scrutinized Companies with Activities that Boycott Israel and it is not participating in a boycott of Israel, and that all such certifications were true at the time as of the Effective Date this Lease and any extended term. Notwithstanding anything contained in this Lease to the contrary, the Authority may terminate this Lease immediately if Lessee is found to have been placed on the Scrutinized Companies that Boycott Israel List as that term is defined and such list is maintained pursuant to Section 287.135, Florida Statutes, or is otherwise engaged in a boycott of Israel. Such termination shall be in addition to any and all remedies available to the Authority at law.

       
       

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    4. Pursuant to section 286.101, Florida Statutes, the Lessee shall disclose any current or prior interest of, any contract with, or any grant or gift received from a Foreign Country of Concern, as defined below, if such interest, contract, or grant or gift has a value of $50,000 or more and such interest existed at any time or such contract or grant or gift was received or in force at any time during the previous five (5) years. “Foreign Country of Concern” means the People’s Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, including any agency of or any other entity under significant control of such foreign country of concern. Lessee’s disclosure shall include the name and mailing address of the disclosing entity, the amount of the contract or grant or gift or the value of the interest disclosed, the applicable foreign country of concern and, if applicable, the date of termination of the contract or interest, the date of receipt of the grant or gift, and the name of the agent or controlled entity that is the source or interest holder. The Lessee represents that within one (1) year before entering into this Lease, the Lessee provided a copy of such disclosure to the Florida Department of Financial Services.

27. LESSEE’S COMPLIANCE. Lessee shall comply with all applicable laws, including but not limited to all federal, state, regional, county and local government laws, statutes, ordinances, rules and regulations applicable to its activities and operations on the Demised Premises, including but not limited to, the Port Manatee Master Plan, Memorandum of Agreement for Land Use Controls between the Authority and Florida Department of Environmental Protection dated May 12, 2014, agency agreements, rules and regulations of general application at Port Manatee, adopted by the Authority. Lessee shall promptly comply with all governmental orders and directives for the correction, prevention, and abatement of any violation of applicable laws, in, upon, or connected with the Demised Premises, all at Lessee’s sole expense. Lessee warrants that all improvements or alterations of the Demised Premises made by Lessee or Lessee’s employees, agents or contractors, either prior to Lessee’s occupancy of the Demised Premises or during the Term of this Lease, will comply with all applicable laws. The Lessee shall not allow, cause, condone, license, permit, or sanction any activities, conduct, or operations on the Demised Premises that enable or result in any contaminants, hazardous materials or substances, pollutants, toxic materials or substances or other waste (hereinafter collectively referred to as “substances”) to be accumulated, deposited, placed, released, spilled, stored, or used upon or under any portion of Demised Premises contrary to or in violation of any of said laws, statutes, ordinances, rules, and regulations. Lessee will procure at its own expense all permits and licenses required by the transaction of its business in the Demised Premises. In addition, Lessee warrants that its use of the Demised Premises will be in strict compliance with all applicable laws. During the Term of this Lease, Lessee shall, at its sole cost and expense, make any modifications to the Demised Premises that may be required pursuant to any laws, regulations, rules, decisions, codes, orders, or ordinances of any federal, state, County or other local government, or appropriate regulatory agencies, now in fore during the Term of this Lease or which may hereinafter be in force.

    
    

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    To the extent the Lessee receives any notices of violations of any permit or applicable law issued by any governmental authority relating to the construction of the improvements, leasing of the Demised Premises, or the operations at the Demised Premises or concerning its other activities under this Lease (“Citation”), the Lessee shall promptly respond to the Citation. The Lessee shall provide notice and a copy of each Citation to the Authority promptly after the Citation is received by the Lessee. Thereafter, the Lessee shall keep the Authority informed on the ongoing status of the Lessee's efforts to address the Citation, and the Lessee shall provide notice to the Authority when the Citation has been

    satisfactorily resolved. The Lessee shall pay all costs of investigating and responding to a Citation, all costs of correcting deficiencies and achieving compliance with applicable laws, and all fines assessed as a result of the Lessee’s non-compliance.

    
    

28. EMINENT DOMAIN. If during the Term of this Lease there is any taking of any portion of the Demised Premises by eminent domain or condemnation that materially affects the Demised Premises for the development, construction or operation of the Lessee, in accordance with the paragraph of this Lease entitled “Purpose” of this Lease, in the Authority’s reasonable determination, the Lessee may terminate this Lease whereupon the Parties will be relieved from further liability under this Lease. Prior to any termination of this Lease, the Authority will endeavor to provide facilities equivalent in size, value, and utility to the portion of the Demised Premises taken by eminent domain or condemnation. If Lessee does not terminate this Lease following the occurrence of a taking, then this Lease shall remain in effect with respect to the portion of the Demised Premises not taken, and the rent and other amounts payable under this Lease for the remainder of the Term shall be reduced on a just and proportionate basis having due regard for the relative value of the Demised Premises taken by the condemner as compared to the remainder thereof and taking into consideration the extent, if any, to which Lessee’s use of the remainder of the Demised Premises shall have been impaired or interfered with by reason of the taking.

    
    

    The Authority will be entitled to any compensation awarded for any taking, whether for the whole or a portion of the Demised Premises, for the Authority’s fee simple title interest in the Demised Premises and future rent loss. The Lessee will be entitled to any compensation awarded for any taking, whether for the whole or a portion of the Demised Premises, for the Lessee’s leasehold interest, Lessee’s moving expenses, and the value of Lessee’s trade fixtures.

    
    

29. EVENTS OF DEFAULT. Any of the following events constitute an “Event of Default” of this Lease by Lessee:

    1. If Lessee abandons or vacates the Demised Premises for a period in excess of ninety

       (90) days; or

       
       

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    2. If the Rent, fees, charges, or other payments which Lessee agrees to pay or is obligated to pay hereunder are not received by the Authority within ten (10) business days after receipt of written notice of non-payment from the Authority; or

    3. If Lessee fails to observe, keep, or perform any of the terms, covenants, agreements, or conditions of this Lease for a period of ten (10) business days after receipt of written notice from the Authority; or

       
       

    4. If Lessee transfers substantial control of Lessee’s assets or Lessee’s business operations or activity to any other entity without prior written consent of the Authority, which will not be unreasonably withheld; or

       
       

    5. If Lessee files a voluntary petition for bankruptcy or otherwise seeks the benefit of any bankruptcy, reorganization, arrangement, or insolvency law or makes a general assignment for the benefit of creditors; or

       
       

    6. If Lessee is adjudicated bankrupt; or

       
       

    7. If any act occurs which deprives Lessee permanently of the rights, powers, or privileges necessary for the proper conduct and operation of Lessee’s business; or

       
       

    8. Any lien, claim or other encumbrance which is filed against the Demised Premises is not removed or if the Authority is not adequately secured by bond or otherwise, within thirty

       (30) calendar days after Lessee has received notice thereof; or

       
       

    9. The discovery of any material misrepresentation or fraudulent statement made to the Authority in connection with any lease or other application or forms submitted to the Authority in connection with this Lease or the Demised Premises, following written notice by Authority and a failure by Lessee to explain the matter to the Authority’s satisfaction within thirty (30) calendar days; or

       
       

    10. By or pursuant to, or under authority of any legislative act, resolution or rule or any order or decree of any court or governmental board, agency or officer having jurisdiction, a receiver, trustee, or liquidator must take possession or control of all or substantially all of the property of Lessee, and such possession or control continues in effect for a period of thirty (30) calendar days; or

        
        

    11. Any business is conducted, or service is performed, or product is sold from the Demised Premises that is not specifically authorized by this Lease, and such activity does not cease within ten (10) calendar days after receipt of written notice to that effect; or

        
        

    12. If at any time Lessee uses or permits the Demised Premises to be used for any purpose which has not been authorized by this Lease; or

        
        

    13. If Lessee uses or permits the use of the Demised Premises in violation of any law, rule, or regulation (including, but not limited to, environmental laws); or

        
        

    14. If Lessee attempts to or does mortgage or pledge Lessee’s interest hereunder; or

        
        

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    15. If Lessee’s interest under this Lease is being sold under execution or other legal process; or

    16. If Lessee’s interest under this Lease is being modified or altered by any unapproved assignment or unauthorized subletting, or by operation of law; or

        
        

    17. If any of the goods or chattels of Lessee used in, or incident to, the operation of Lessee’s business in the Demised Premises are being or have been seized, sequestered, or impounded by virtue of, or under authority of, any legal or administrative proceeding; or

        
        

    18. Lessee’s failure to comply with the material terms of all port tariffs or Authority rules and regulations and such failure continues for more than thirty (30) days after delivery of written notice of such default to Lessee by the Authority or the Authority’s agents; or

        
        

    19. A lapse in coverage occurs with respect to any insurance required by this Lease or the Authority is not timely provided with any documentation required in this Lease with respect to such insurance; or

        
        

    20. Any material violation of the representation under the paragraph of this Lease entitled. “Lessee’s Representations” during the Term; or

        
        

    21. If Lessee is found guilty or convicted of illegal conduct or activity (with or without an adjudication of guilt) as a result of a jury verdict, nonjury trial, entry of a plea of guilty or nolo contendere where the illegal conduct or activity (i) is customarily considered to be a “white collar crime” or theft-related crime such as fraud, smuggling, bribery, embezzlement or misappropriation of funds, or (ii) involves an act of moral turpitude meaning conduct or acts that tend to degrade principals or owners in society or bring them into public hatred, contempt, scorn or ridicule, or that tends to shock, insult or offend the community or ridicule public morals or decency or harm the image of Authority by virtue of its association with Lessee or

    (iii) results in a felony conviction.

    
    

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    Then upon the occurrence of any default, or at any time thereafter during the continuance the default, the Authority, by its Board, may, at its option, immediately terminate this Lease, and all rights of Lessee under this Lease. The Authority shall provide Lessee with notice of the effective termination date in writing. In the event of any such termination, Lessee and its sublessee(s) shall immediately quit and surrender the Demised Premises to the Authority and shall cease operations. In the event of any termination by the Authority, Lessee shall have no further rights under this Lease and further covenants and agrees to yield and deliver peaceably and promptly to the Authority, possession of the Demised Premises on the date of cessation of the letting, whether such cessation be by termination, expiration, or otherwise. The Authority, its agents, employees, and representatives shall have the right to enter the Demised Premises and remove all property, and to accelerate and declare immediately due and payable all unpaid rents and other sums required to be paid under this Lease. In addition, Lessee shall be liable for all damages incurred by the Authority in connection with Lessee's default or the termination of this Lease upon such a default, including without limitation, all direct damages, such as collection costs and reasonable attorney's fees, as well as indirect, consequential, and all other damages whatsoever. The exercise by the Authority of any right of termination will be without prejudice to and in addition to every other remedy at law or in equity. No remedy in this Lease conferred upon or reserved to the Authority is intended to be exclusive of any other remedy in this Lease provided or otherwise available, and each and every remedy will be cumulative.

30. HABITUAL DEFAULT. Notwithstanding the foregoing, in the event Lessee commits an Event of Default for the same term(s), covenant(s), or condition(s) required in this Lease to be kept and performed by Lessee two (2) or more times in two (2) consecutive months, and regardless of whether Lessee has cured each individual Event of Default, Lessee may be determined by Authority to be a “habitual violator.” At the time that such determination is made, the Authority shall issue to Lessee a written notice advising of such determination and citing the circumstances of the determination. Such notice must also advise Lessee that there will be no further notice or grace periods to correct any subsequent Events of Default and that any subsequent Events of Default, of whatever nature, taken with all previous breaches and defaults, will be considered cumulative and collectively, constitute a condition of non-curable default and grounds for immediate termination of this Lease. In the event of any such subsequent Event of Default, the Authority may terminate this Lease. The Authority will provide written notice to Lessee of the effective termination date.

31. TERMINATION WITHOUT NOTICE. The occurrence of any of the following during the Term of this Lease will immediately confer upon the Authority the right to terminate this Lease without notice, in its sole discretion upon the terms and conditions set forth below:

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    If Lessee or an officer, director, executive, partner, or a shareholder, employee or agent who is active in the management of Lessee is found guilty or convicted of illegal conduct or activity (with or without an adjudication of guilt) as a result of a jury verdict, nonjury trial, entry of a plea of guilty or nolo contendere where the illegal conduct or activity (i) is considered to be a public entity crime as defined by Ch. 287, Florida Statutes, as amended, or (ii) is customarily considered to be a “white collar crime” or theft-related crime such as fraud, smuggling, bribery, embezzlement or misappropriation of funds, or (iii) involves an act of moral turpitude meaning conduct or acts that tend to degrade principals or owners in society or bring them into public hatred, contempt, scorn or ridicule, or that tends to shock, insult or offend the community or ridicule public morals or decency or harm the image of the Authority by virtue of its association with Lessee, or (iv) results in a felony conviction. Lessee understands and agrees that neither the resignation nor the termination of the offending person does not impair the Authority's right to terminate without notice under this Section; or Suspension or revocation of Lessee’s operations by a governmental unit or agency having jurisdiction over the Demised Premises and/or the business being conducted on the Demised Premises, regardless of the length of such suspension or revocation.

32. SURRENDER. At the expiration or earlier termination of this Lease, Lessee shall peaceably surrender the Demised Premises, broom clean and in the same condition of repair as the Demised Premises were in on the Effective Date, ordinary wear and tear, and damage from fire or other casualty, excepted. At such time, Lessee shall surrender all keys for the Demised Premises to Authority at the place then fixed for the payment of rent and shall, in accordance with paragraph entitled “Trade Fixtures” of this Lease, remove all its trade fixtures before surrendering the Demised Premises and shall repair any damage to the Demised Premises caused by Lessee or its employees, agents, representatives or invitees. Lessee’s obligation to observe or perform this covenant shall survive the expiration or other termination of the Term of this Lease.

33. NO HOLDING OVER. Failure of Lessee to surrender the Demised Premises in accordance with the provisions of this Lease upon termination or expiration of this Lease, and the subsequent holding over by Lessee, with or without the consent of the Authority, will result in the creation of a tenancy at will at triple the current rent payable commencing at the time of the date of termination or expiration. This provision does not give Lessee any right to hold over at the termination or expiration of the Term of this Lease and will not be deemed to be a renewal of the Lease Term by operation of law or otherwise.

34. INSOLVENCY. If Lessee becomes insolvent or bankruptcy proceedings are begun by or against Lessee, and within sixty (60) days thereof, Lessee fails to secure a discharge thereof, or if Lessee should make an assignment for the benefit of creditors before the end of the Term of this Lease, the Authority is irrevocably authorized, at its option, to terminate this Lease. The Authority may elect to accept rent and other required compensation from the receiver, trustee or other judicial officer during the term of their authority in their fiduciary capacity, without affecting the Authority's rights under this Lease, but no receiver, trustee, or other judicial officer will have any right, title, or interest in the Demised Premises.

    
    

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35. DAMAGE OR DESTRUCTION. If the Demised Premises, the building in which the Demised Premises may be located, are damaged by fire or other casualty, the Parties shall confer and agree upon the extent thereof, methods of facilitation or removing such event and possible modifications to this Lease. If said matters are not agreed upon in writing within ninety (90) days after the date of such

    event, the Lessee will have the right to terminate this Lease without penalty upon the Lessee giving the Authority written notice of said termination.

36. FEDERAL MARITIME COMMISSION REQUIREMENTS. The Authority shall comply with all approval or filing requirements relating to this Lease under federal laws or regulations administered by the Federal Maritime Commission and the Lessee shall fully comply with all such approval or filing requirements relating to commercial carrier and/or marine terminal operator schedules. If it is determined by the Federal Maritime Commission or by either of the Parties that this Lease is subject to approval or filing requirements under federal laws or regulations administered by the Federal Maritime Commission, the Parties, in cooperation with each other, will promptly comply with said requirements. If the activities and operations of the Lessee at Port Manatee pursuant to the provisions of this Lease result in a determination that the Lessee is a marine terminal operator and if the charges, fees, rates and other income received by the Lessee from others in connection with the activities and operations of the Lessee as a marine terminal operator are subject to approval or filing requirements under federal laws or regulations administered by the Federal Maritime Commission, the Lessee shall promptly comply with said requirements as a marine terminal operator, including any required tariffs. If the Federal Maritime Commission by a duly entered order disapproves of any of the provisions of this Lease subject to the jurisdiction or regulations of the Federal Maritime Commission, the particular disapproved provisions will be deemed null and void and of no force and effect, with all of the remaining provisions of this Lease remaining in full force and effect.

    
    

37. RADON GAS STATUTORY NOTICE. Pursuant to section 404.056(5), Florida Statutes, Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the county health department.

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38. PUBLIC RECORDS. All papers, letters, maps, books, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristic, or means of transmission, made or received pursuant to law or in connection with the transaction of official business by the Authority are public records of the Authority in accordance with the Florida Constitution and Florida Statutes. Every person has the right to examine, inspect, and copy any such public records not specifically made exempt by provisions of the Florida Statutes. Any financial or proprietary

    information relating to the Lessee transmitted by the Lessee to the Authority may be a public record subject to disclosure to a requesting third person (not a party to this Lease). If the Authority receives a request by a third party for the disclosure of any such public records relating to the Lessee, the Authority shall immediately notify the Lessee of said request; however, in no event will the Authority delay production of the public records in order to provide notice to the Lessee. The Authority will comply with said request to the extent required by law, unless the Lessee institutes an appropriate legal proceeding or suit against the Authority and/or the third person to restrain or otherwise prevent the particular public records’ disclosure. If the Lessee institutes any such legal proceeding or suit and the Authority incurs any attorneys’ fees, costs, damages, or penalties in connection with or because of the legal proceeding or suit, the Lessee shall pay to the Authority an amount equal to the total amount of said attorneys’ fees, costs, damages, or penalties.

    
    

    The Lessee agrees to comply with the Florida Public Records Act, as applicable, including, but not limited to Section 119.0701 of the Florida Statutes. Documents which are considered public records under Florida law include, but are not limited to: records related to the entry, management and implementation of the Lease itself; emails/correspondence between the Authority and the Lessee related to the Lease; emails or correspondence from all other entities related to the Lease (i.e., subcontractors, suppliers, vendors, etc.); billing and related documents; plans or other documents that may be necessary, reports, etc.; subcontracts; and all vendor invoices. The Lessee agrees, to the extent required by law, to:

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

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

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

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

    Furthermore, the Lessee agrees that all records stored electronically will be provided to the Authority in a format that is compatible with the information technology systems of the Authority. The Lessee shall promptly provide the Authority with a copy of any request to inspect or copy public records that Lessee receives and a copy of the Lessee’s response to each request. The Lessee understands and agrees that failure to provide access to the public records will be a material breach of the Lease and grounds for termination.

    
    

    IF THE LESSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE LESSEE’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, TERESA DAUGHTERY AT THE AUTHORITY, 300 TAMPA BAY WAY, SUITE ONE, PALMETTO, FLORIDA 34221, TELEPHONE: (941) 722-6621, EMAIL: TDAUGHERTY@PORTMANATEE.COM.

    
    

39. NOTICE. All notices required or allowed by this Lease must be delivered by email (with a requirement that the recipient acknowledge receipt), third party overnight courier (including overnight couriers’ services such as Federal Express) or Certified Mail, Return Receipt Requested, postage paid addressed to the party to whom notice is given at the following addresses:

    
    

    • If to Lessee: Port Manatee Railroad LLC Attention: President & CEO

      Address: 3001 Orange Avenue

      Apopka, FL 32703

      Telephone: (610) 925-0131

      Email: asauer@regional-rail.com

      
      

    • If to Authority Manatee County Port Authority. Address: Attention: Executive Director

    300 Tampa Bay Way, Suite One Palmetto, Florida 34221

    Telephone: (941) 722-6621

    Facsimile: (941) 729-1463

    Email: cbuqueras@portmanatee.com

    
    

    With required Copy to: Jennifer Cowan, Port Counsel

    Bryant, Miller, & Olive, P.A. Telephone: (813) 273-6677

    XX30

    Facsimile: (813) 223-2705 Email: jcowan@bmolaw.com

    
    

    
    

    Notice is deemed to have been given upon receipt by recipient as evidenced by an email acknowledging receipt, by overnight courier Air bill, or by return receipt. In the event the recipient fails or refuses to sign the Return Receipt, the receipt will be sufficient.

    
    

40. CONTROLLING LAW. The enforcement of this Lease and the interpretation of the provisions of the Lease are controlled and governed by the laws of the State of Florida. Any action or proceeding brought by the Lessee against the Authority for the enforcement of this Lease or the interpretation of the provisions of this Lease will be brought in a court of applicable jurisdiction in the State of Florida and the venue for any such action or proceeding will be solely in the Circuit Court of the 12th Judicial Circuit in Manatee County, Florida, unless the default implicates or involves a federal statute, regulation, order or permit in which case venue will be in the federal courts with the Middle District of the State of Florida, Tampa Division.

    
    

    The Authority and Lessee recognize that this Lease involves relatively complex business transactions; that this Lease is lengthy and its terminology is technical in nature and thus may be especially susceptible to misinterpretation; and in the event of a dispute as to rights and obligations under this Lease, a Judge rather than a jury would be the most efficient and qualified trier of fact. Accordingly, the Parties are each desirous of leaving their respective rights to a jury trial with respect to any litigation or other legal proceedings relating to or arising out of or in connection with this Lease or its subject matter as follows:

    
    

    XX30

    EACH PARTY BY EXECUTION HEREOF DOES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE, FOR THEMSELVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, ANY RIGHT WHICH EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY LITIGATION, ACTION, SUIT, OR PROCEEDING WHETHER AT LAW OR IN EQUITY BASED ON THIS LEASE, ANY AMENDMENT OR ADDITION TO THIS LEASE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY OR THEIR RESPECTIVE BOARD MEMBERS, OFFICERS, PRINCIPALS, EMPLOYEES, AGENTS, OR REPRESENTATIVES IN CONNECTION HEREWITH, WHETHER ARISING IN

    CONTRACT, TORT, OR OTHERWISE. NO PARTY SHALL SEEK TO CONSOLIDATE ANY LITIGATION, ACTION, SUIT, OR PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THIS PROVISION IS MATERIAL AND MUTUAL INDUCEMENT TO ENTERING INTO THIS LEASE.

    
    

41. AMENDMENTS. This Lease may not be modified, amended, or altered except by in a written document prepared with the same formality and of equal dignity as this Lease and executed by the Authority and Lessee.

    
    

42. WAIVER AND DELAY. No waiver or delay in enforcing the terms of this Lease will be construed as a waiver of any subsequent breach. No waiver of any portion of this Lease will be effective unless it is in writing and signed by the party against whom it is asserted.

    
    

43. NO THIRD-PARTY BENEFICIARIES. Neither the Authority nor Lessee intends to benefit a third party directly or indirectly by this Lease. Therefore, the Authority and Lessee agree that this Lease does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties.

    
    

44. LEASE ADMINISTRATION. The Authority authorizes the Executive Director of Port Manatee, or his designee, to administer the terms and conditions of this Lease on behalf of the Authority and to make all managerial decisions on behalf of the Authority as they relate to the provisions of this Lease, including, but not limited to, those decisions in this Lease at the sections entitled “Purpose,” “Term,” “Improvements,” “Maintenance,” “Approval and Permits,” “Signs,” “Utilities,” “Janitorial Services and Pest Control,” and “Damage or Destruction.”

    
    

    XX30

45. INTERPRETATION. The captions and headings contained in this Lease are for reference purposes only and will not affect the meaning or interpretation of this Lease. Whenever used in this Lease, the singular number will include the plural, the plural the singular, and the use of any gender will include all genders. The word including is to be construed without limitation unless otherwise expressly provided. References to specific law must be construed as including any and all laws, which subsequently amend, extend, consolidate, or replace the specific laws involved. References to specific

    standards, codes of practice, and/or guidelines must be construed as including any and all amendments, supplements, redrafts, and/or substitutes. This Lease will not be construed more or less favorably with respect to either party as a consequence of the Lease having been drafted by one of the Parties. The language agreed to expresses their mutual intent and the resulting document may not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. The Parties acknowledge that they have sought and received whatever competent advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations in this Lease and that the preparation of this Lease has been their joint effort. This Lease, including all exhibits and addenda attached to this Lease, and other documents referenced in this Lease contain the complete Lease of the Parties for the Demised Premises. As used in this Lease, “business day” means any day that is not a Saturday, Sunday or a holiday recognized by Port Manatee in its Tariff.

    
    

46. AUTHORITY TO EXECUTE. Each of the Parties covenants to the other Party that it has lawful authority to enter into this Lease, that the governing body of each of the Parties has approved this Lease and that the governing body of each of the Parties has authorized the execution of this Lease in the manner set forth below.

    
    

47. COUNTERPARTS; SIGNATURES. This Lease will become effective upon its execution by all of the undersigned. This Lease may be executed in counterparts, each of which constitutes an original and all of which together will constitute one and the same instrument. Signatures may be given via facsimile or e-mail transmission and will be deemed given as of the date and time of the transmission of this Lease to the other party.

    
    

48. SEVERABILITY. In the event that any one or more of the provisions contained in this Lease is, for any reason, held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect other provisions of this Lease.

    
    

    XX30

49. MUTUAL DRAFTING. This Lease is the product of mutual drafting, each Party having been represented by or having the opportunity to be represented by counsel, and therefore shall not be construed more strictly against either Party.

50. ENTIRE AGREEMENT. This Lease sets forth the entire agreement between the Parties as to the subject matter hereof and supersedes all previous written or oral negotiations, agreements, bids, and/or understandings. There are no understandings, representations, warranties, or agreements with respect to the subject matter hereof unless set forth explicitly in this Lease.

    
    

51. FORCE MAJEURE AND ABATEMENT OF PAYMENTS. The Parties stipulate that Force Majeure shall not include the novel coronavirus Covid-19 pandemic which is ongoing as of the date of the execution of this Lease. Acts, events, incidents or occurrences which would constitute an Event of Default by Lessee under the provisions of this Lease which happen or occur solely as a result of acts of God, natural disasters or other circumstances which Lessee could not have foreseen that happen or occur through no action, fault, inaction, negligence or other conduct by Lessee, its agents, contractors, employees, invitees, licensees, servants, or subcontractors will not be deemed an Event of Default by Lessee of this Lease. Except to the extent set forth below, the provisions of this paragraph will not apply to acts, events, incidents or occurrences caused by business events, economic factors or market conditions affecting or impacting upon Lessee or the activities and operations of Lessee upon the Demised Premises. Notwithstanding the foregoing, Lessee shall immediately take reasonable effort or steps to cure, remove or restore the conditions caused by any such act, event, incident or occurrence so that the activities, facilities and operations of Lessee upon the Demised Premises are placed as nearly as practicable in the condition and at the level as same existed prior to any such act, event, incident or occurrence. If a special event of force majeure occurs, the Parties shall confer and agree upon the extent thereof, methods facilitation or removing such event and possible modifications to this Lease. If said matters are not agreed upon in writing within ninety (90) days after the date of such event, Lessee shall have the right to terminate this Lease without penalty upon Lessee giving the Authority written notice of said termination.

XX30

[Remainder of this Page Intentionally Blank; Signature Pages Follow]

XXX

25th

[N WITNESS WHEREOF. the Parties have caused this Lease Agreement Between Port Manatee and Port Manatee Railroad LLC to be duly executed in duplicate this the_K_ day of

l2£eltle/B£ R-- • -l62"ho be effective on the Effective Date. 25th

·:Ja11u) Zo2--7--

ATTEST: ANGELINA ·'ANGEL.. COLONNESO

Clerk of Circuit Court

By:                      _

WITNESSES:

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Printed: :Ko..re.n Kw vi'1ei\

MANATEE COUNTY PORT AUTHORITY

By:                         _ Chairman

PORT AUTHORITY

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PORT M NRA)?-ROAD LLC

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Printed: /v(/Jr/Jla/  J.   Cffl,,JE;R,t/V

Title: VfC,c P r .>O()TJIG"l?lv 'i2€6J fv

·'LESSEE'.

By:

Printed: tll bt fu'd

EXHIBIT A

XX30

XX

30

Page 31 of 32

January 25, 2022

CONSENT

AGENDA ITEM 1.G.: DELETION OF PORT ASSETS BACKGROUND:

Several old, obsolete assets which are no longer in use and are uneconomical to upgrade or repair are considered surplus and should be removed from the Manatee County Port Authority Fixed Assets Listing. The surplus assets will be offered for public bid, auctioned, destroyed and/or E-scrapped.

ATTACHMENT:

Asset Deletion - January 25, 2022

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 – January 25, 2022, from the Fixed Assets Listing.

Asset Deletion - January 25, 2022

January 25, 2022

CONSENT

AGENDA ITEM 1.H.: CARVER MARITIME, LLC LEASE AMENDMENT

SIX

BACKGROUND:

On August 16, 2018, the Authority approved the lease of 10 acres with Carver Maritime, LLC (Carver). Amendments One through Five were previously approved increasing the lease footprint, revising the term start and end dates, and revising the minimum annual guaranteed tonnage. Amendment Six further increases Carver’s lease footprint to include Warehouse 3. Carver has agreed to make certain improvements to Port assets. Future rent charges will be credited toward the approved improvement costs.

ATTACHMENT:

Port Manatee and Carver Maritime, LLC Lease Amendment Six

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

Delay in approving lease amendment

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 Six adding Warehouse 3 to Carver’s existing leased property.

PORT MANATEE AND CARVER MARITIME, LLC LEASE AMENDMENT SIX

The terms and conditions of this Port Manatee and Carver Maritime, LLC Lease Amendment Six between Port Manatee and Carver Maritime, LLC ( "Amendment Six"), 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, ("Authority"), and CARVER MARITIME LLC, a foreign 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, New York 12009, ("Carver" or "Lessee"), (collectively referred to as the "Parties") for and in consideration of the mutual covenants herein contained and other good and valuable consideration, amend the certain Port Manatee and Carver Maritime, LLC Lease entered into by the Parties dated August 16, 2018 ("Lease"), Port Manatee and Carver Maritime, LLC Lease Amendment One entered into by the Parties dated July 23, 2019 ("Amendment One"), Port Manatee and Carver Maritime, LLC Lease Amendment Two entered into by the Parties dated August 15, 2019 ("Amendment Two"), Port Manatee and Carver Maritime, LLC Lease Amendment Three entered into by the Parties dated October 8, 2019 ("Amendment Three"), Port Manatee and Carver Maritime, LLC Lease Amendment Four entered into by the Parties dated September 29, 2020 ("Amendment Four"), and Port Manatee and Carver Maritime, LLC Lease Amendment Five entered into by the Parties dated May 20, 2021 ("Amendment Five") and state as follows:

1. CONSIDERATION. The Parties agree and represent that as a result of economic conditions, mutual covenants, the long-term benefits to both Parties, and other good and

   valuable consideration, this Amendment Six shall govern the Parties' responsibilities regarding paragraphs of the Lease, Amendment One, Amendment Two, Amendment Three, Amendment Four, and Amendment Five titled "Demised Premises" (paragraph 2), "Term" (paragraph 4), "Rent" (paragraph 5), and "Improvements" (paragraph 8).

2. SCOPE. This Amendment Six is being entered into for the purpose of amending, modifying and superseding paragraphs 2, 4, 5, and 8, of the Lease, Amendment One, Amendment Two, Amendment Three, Amendments Four, and Amendment Five. Except to the extent herein amended, all other provisions set forth in the Lease, Amendment One, Amendment Two, Amendment Three Amendment Four, and Amendment Five shall remain in full force and effect and be binding upon the Authority and Carver. The Parties agree that all capitalized terms used in this Amendment Six which are not otherwise defined, shall have the meaning defined in the Lease. In entering into Amendment Six, 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 the text (but not the Exhibits referenced) in paragraphs 2, 4, 5, and 8, of the Lease, Amendment One, Amendment Two, Amendment Three, Amendment Four, and Amendment Five as follows:

   

   1. Paragraph 2 titled "Demised Premises" is amended to read as follows:

      
      

      1. DEMISED PREMISES. The Authority does demise, let and rent unto the Lessee and the Lessee shall hire and take as tenant approximately 10 acres of real property located in Manatee County, Florida, identified as a portion of Port Manatee, the legal description of which is attached and made a part of this Lease as Exhibit "A," with the office trailer and conveyor defined in the paragraph of this Lease entitled "Conveyor System" located on said property, (hereinafter the "10- acre Parcel"), to have and to hold the same for the terms set forth below.

         and take as tenant the Mooring Area which is defined as the south edge of the south end of the south channel and along the west edge of the south channel at the south end of Berth 14 as depicted and made part of this Lease as Exhibit "D" (referred to hereinafter as the "Mooring Area"), to have and to hold the same for the terms set forth below.

         
         

         The Authority does demise, let and rent unto the Lessee and the Lessee shall hire and take as tenant 7 acres ofreal property, the legal description and sketch of which is attached and made a part of this Lease as Exhibit "F," with the grinding mill, office space, A-frame warehouse, silos, garage complex, metal storage building conveyance system and other structures located on said property, (hereinafter "7- acre Parcel") to have and to hold the same for the terms set forth below. The Lessee acknowledges its receipt of Phase I Environmental Site Assessment prepared for Argos USA Port Manatee Facility by Montrose Environmental dated July 11, 2019 (Montrose Project Number 048RC-621059) ("Report"), that Lessee (or its agent) has taken the Report's recommended remediation steps for the 7-acre Parcel and accepts the 7-acre Parcel in its current "As Is-Where Is" condition. As of the October 8, 2019, approximately 5 truckloads of material that was removed from the shed on the 7-acre Parcel, is stacked on the 7 acre Parcel and in need of disposal. Lessee agrees to properly dispose of removed material within 7 days from the October 8, 2019 and provide a copy of the manifest demonstrating proper disposal to the Authority.

         
         

         The Authority does demise, let and rent unto the Lessee and the Lessee shall hire and take as tenant an additional I O acres of real property located in Manatee County, Florida, identified as a portion of Port Manatee, the legal description of which is attached, incorporated by reference and made a part of this Lease as Exhibit "G" (hereinafter "Bay Street North Parcel"), to have and to hold the same for the terms set forth below.

         and take as tenant Warehouse 3 (including the office space located therein), located in Manatee County, Florida, identified as a portion of Port Manatee, the legal description of which is attached, incorporated by reference and made a part of this Lease as Exhibit "I" (hereinafter "Warehouse 3"), to have and to hold the same for the terms set forth below.

         
         

         

         The 10-acre Parcel, Mooring Area, 7-acre Parcel, Bay Street North Parcel, and Warehouse 3, described above will be collectively referred to as the "Demised Premises." In accordance with the Master Plan, the Authority agrees, covenants and warrants the Lessee to peacefully occupy, have, use, hold and quietly enjoy the Demised Premises subject to the provisions of this Lease and all applicable amendments. The Lessee agrees to use the Demised Premises so as not to interfere with, interrupt, or impact the use or operation of any other tenant, user, or customer at Port Manatee. The Demised Premises are leased and accepted by Lessee in its current "As Is-Where Is" condition with Authority making no warranties as to fitness and Lessee acknowledges that it has had adequate opportunity to inspect and test the Demised Premises prior to entering into the Lease.

         
         

   2. The following language is hereby added to paragraph 4 titled "Term":

      
      

      The duration or term of this Lease for Warehouse 3 commences on July 1, 2022 and terminates on September 30, 2024. For any extensions to the term of Warehouse 3 lease, the Parties agree to have concluded negotiations by no later than June 1, 2024.

      
      

   3. The following language is hereby added to paragraph 5 titled "Rent":

      
      

      The Lessee shall pay to the Authority rent for Warehouse 3, payable in advance together with any applicable Florida sales taxes on rent payable at the same time. The rent for Warehouse 3 is as follows:

      • Beginning July 1, 2022 through December 31, 2022: The rent for 30,129.44 square feet in Warehouse 3 (which excludes the office space) @ $0.52 per square foot, totals $15,667.31 per month together with any applicable Florida Sales taxes. In recognition of the Carver's extensive investment in and preparation of Port property for significant future business over the last year, the Parties agree that in exchange for the Warehouse 3 Credit Improvements, which are more particularly described in the paragraph of this Lease entitled "Improvements," Carver will be credited $15,667.31 per month during July 1, 2022 to December 31, 2022, for a total credit not to exceed $97,500. In order to receive the monthly credit, Carver must provide invoices and payment of the invoices to evidence the costs to Carver for the Warehouse 3 Credit Improvements by no later than the end of each month that a credit is sought. The total amount of credits for the Warehouse 3 rent (excluding the office space) shall not to exceed $97,500.

      • Beginning July 1, 2022 through August 31, 2022: The rent for 2,313.50 square feet in office space in Warehouse 3 @ $0.62 per month, totals $1,434.37, together with any applicable Florida sales tax. In exchange for the Warehouse 3 Credit Improvements, Carver will be credited $1,434.37 for each month of rent during July and August 2022.In order to receive the monthly credit, Carver must provide invoices and payment of the invoices to evidence the costs to Carver for the Warehouse 3 Credit Improvements by the end of each month that a credit is sought. The total amount of credits for the office rent shall not to exceed $2,868.74.

      • Beginning September 1, 2022 through December 31, 2022: The rent for 2,313.50 square feet in office space in Warehouse 3 @ $0.62 per month, totals

        $1,434.37, together with any applicable Florida sales tax.

      • Beginning January 1, 2023 through September 30, 2024: The rent for 32,442.94 square feet in Warehouse 3 (which includes the office space) @ $0.62 per square foot per month, totals $20,114.62, together with any applicable Florida sales tax.

        
        

   4. Thefollowing language is hereby added to paragraph 8 titled "Improvements": Before July 1, 2022, the Lessee shall repair the office building roof of the office at the Bay Street North Parcel by coating the entire roof in EverSeal and the purchase of stormwater credits associated with the new 48,000 square foot warehouse to be constructed on the 10-acre Parcel, (collectively the "Warehouse 3 Credit Improvements"). The Lessee must first obtain approval of the Authority in accordance with this paragraph entitled "Improvements" of the Lease.

1. CONFLICT. In the event of a conflict regarding the provisions set forth in paragraphs 2, 4, 5, and 8, of the Lease, Amendment One, Amendment Two, Amendment Three, Amendment Four, Amendment Five and the provisions contained in this Amendment Six, the provisions set forth in this Amendment Six shall prevail. In the event of a conflict between any other paragraphs within Amendment Six and the Lease, Amendment One, Amendment Two, Amendment Three, Amendment Four, or Amendment Five, the Lease, Amendment One, Amendment Two, Amendment Three, Amendment Four, or Amendment Five shall prevail.

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

3. EFFECTIVE DATE. The Effective Date of Amendment Six is July 1, 2022.

IN WITNESS WHEREOF, the Parties have caused this Amendment Six to be duly executed in

duplicate this the 25th of January, 2022.

ATTEST:

ANGELINA M. COLONNESO

Clerk of Circuit Court

By:                                                  Printed:                                                  

MANATEE COUNTY PORT AUTHORITY

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

Reggie Bellamy, Chairman

,LLC

WITNESSES:

B71S   SLR---=

Print Name \ :c0, j) \\

N/A

N/A

By:                         _ Print Name:,                                 _

Exhibit "I"

Legal Description - Warehouse 3

Commence at the Southeast Corner of Section 1 Township 33 South, Range 17 East, Manatee

County, Florida and proceed N oo· 50" 09' W along centerline of Reeder Road, a distance of 1,887.61' to the point of Intersection of Reeder Road and North Dock Street; Thence N 90° 00'

00" W along centerline of North Dock Street, a distance of 3,741.0'; Thence S 81° 59' 19" W a distance of 131.39'; Thence N 89° 59' 32" W a distance of 672.57'; Thence N oo· 00' 00" W a distance of 207.48 for the Point of Beginning; Thence continue N oo·00' 00" W a distance of 167.20'; Thence N 90° 00' 00" W a distance of 180.20'; Thence S oo·00' 00" W a distance of

207.2'; Thence N 90° 00' 00" E a distance of 86.6'; Thence N oo·00' 00" E a distance of 40.0';

Thence N 90° 00' 00" E Back to the Point of Beginning; The described includes Warehouse, Offices, and loading dock for a total of 33,585.44 Sq Ft

I

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