MANATEE COUNTY PORT AUTHORITY AGENDA

June 12, 2025

9:00 a.m.

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

1. CALL TO ORDER

   
   

2. Invocation – led by Chaplain Jeff Holton, Anchor House

   
   

3. Pledge of Allegiance

   
   

4. Audience Introductions

   
   

5. Public Comments

6. Presentation – Arthur Savage, A.R. Savage & Son, LLC

7. Presentation – Dr. Stephen Hesterberg, Gulf Shellfish Institute

8. Consent Agenda–Requests by Port Authority (items to be pulled from Consent Agenda)

9. Third Amendment to Employment Agreement

10. Executive Director Comments

    
    

11. Commissioner Comments

    
    

12. Adjourn

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.

Mike Rahn, Chairman;

Dr. Bob McCann 1st Vice Chairman; Amanda Ballard 2nd Vice-Chairman; Tal Siddique 3rd Vice Chairman; Jason Bearden, Member;

Carol Ann Felts, Member; George Kruse, Member

‌AGENDA ITEM 6.: PRESENTATION – ARTHUR R. SAVAGE, A.R. SAVAGE & SON, LLC

BACKGROUND:

Arthur R. Savage is the President of A. R. Savage & Son, LLC, a Tampa-based firm specializing in ship agency, ocean freight forwarding, and marine consulting services. A fifth-generation Tampa native, Arthur’s maternal great-grandfather pioneered shipping in the city, while his paternal grandfather established the area's first deep-water port for the railroad before founding the family company in 1945. Immersed in the maritime industry from an early age, Arthur worked on the family's boats and later gained professional experience aboard harbor and oceangoing vessels, eventually attaining the rank of Master before transitioning to the office in 1984.

‌AGENDA ITEM 7.: PRESENTATION – DR. STEPHEN HESTERBERG, GULF SHELLFISH INSTITUTE

BACKGROUND:

Stephen Hesterberg, Ph.D., is Executive Director of the Gulf Shellfish Institute (GSI). Dr. Hesterberg is a marine ecologist with a background in the coastal ecosystems of Florida’s Gulf Coast, including oyster reefs, mangrove forests, and seagrass beds. His past research also has a strong emphasis on Molluscan biology and ecology, which he continues to pursue through applied research at GSI.

1. ‌CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes – May 6, 2025

      
      

   3. Budget Resolution

      
      

   4. Delegation of Authority to Executive Director

      
      

   5. Florida Job Growth Infrastructure Grant Agreement

      
      

   6. Installation of Evaporators

      
      

   7. Uncollectible Account

      
      

   8. RS&H Roadway Repaving and Rebuilding – South Dock Street

      
      

   9. RS&H Bid Docs Update for Hopper at Berth 6

      
      

   10. Addition to Port Manatee Tariff No. 3

   11. USDOT 2022 INFRA Grant Container Yard Phase 3

       
       

   12. Land and Office Lease with Logistec Terminals

RECOMMENDATION:

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

‌MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

COUNTY ADMINISTRATION CENTER, HONORABLE PATRICIA M. GLASS CHAMBERS

1112 Manatee Avenue West Bradenton, Florida

May 6, 2025

https://www.youtube.com/channel/UC4KFtzaC9Z87D5mn_SKKtBA

Present were:

Mike Rahn, Chairman

Dr. Bob McCann, First Vice-Chairman Amanda Ballard, Second Vice-Chairman Tal Siddique, Third Vice-Chairman Jason Bearden, attended by Zoom Carol Ann Felts

George W. Kruse

Also present were:

Denise Stufflebeam, Senior Director of Business Administration and Finance Noah Daiker, Port Legal Counsel

Denise Hege, Finance, Clerk of the Circuit Court Robin Toth, Deputy Clerk, Clerk of the Circuit Court

Absent was:

Carlos Buqueras, Executive Director

1. CALL TO ORDER

   Chairman Rahn called the meeting to order at 1:05 p.m., and noted that Denise Stufflebeam, Senior Director of Business Administration and Finance, was present on behalf of Carlos Buqueras, Executive Director.

   AGENDA PA20250506DOC001

2. PUBLIC COMMENT

   Glen Gibellina commented on the loss of the $500,000 non-refundable deposit (1/28/25) due to the termination of Agreement for Purchase and Sale of Real Property (10/17/24) with Fortress 2020 Landco LLC, for acquisition of real property in the vicinity of SeaPort Manatee.

   
   

   There being no further citizen comments, Chairman Rahn closed citizen comments.

3. CONSENT AGENDA PA20250506DOC002

   A motion was made by Member Kruse, seconded by Member Siddique, and carried 7 to 0, with Member Bearden voting by Zoom, to approve the Consent Agenda, incorporating the language as stated in the recommended motions on the cover sheets for the Consent Agenda.

   
   

   1. WARRANT LIST

      Accepted Warrant Listing from February 18, 2025, to April 23, 2025 PA20250506DOC003

   2. MINUTES

      Approved the Minutes of March 4, 2025

      
      

   3. BUDGET AMENDMENT

      Adopted Budget Resolution PA-25-13, budgeting the following:

      • On March 4, 2025, the Authority approved the purchase of five (5) security trucks including lights and sirens. Due to a misunderstanding of the FDOT security grant G3700 award total, an additional $37,578 of Port cash is budgeted;

        • $1,042,740 of Port cash for purchase and installation of six (6) replacement condensing units in cold storage Warehouse 8;

        • $2,941,892 of Port cash for deductible to date and other expenses due to Hurricane Milton; and

        • Transfers $219 of Port cash for additional costs due to foreign exchange rates for the purchase of two mobile harbor cranes PA20250506DOC004

   4. DELETION OF PORT ASSETS

      Authorized deletion of assets as listed on attached Asset Deletion – May 6, 2025, from the Fixed Assets Listing PA20250506DOC005

   5. 2023 AND 2024 PORT SECURITY GRANT PROGRAM AGREEMENTS

      Accepted Agreement EMW-2023-PU-00413-S01 (FEMA $225,000/75percent project costs; Port $75,000/25 percent), and Agreement EMW-2024-PU-05514 (FEMA

      $419,250/75percent project costs; Port $139,750/25percent) with FEMA Department of Homeland Security, for infrastructure support of radiation screening portals, cyber security monitoring, and access control system upgrades

      PA20250506DOC006

   6. CONTRACT FOR PROFESSIONAL LOBBYING SERVICES

      Approved and authorized Chairman to execute, on behalf of the Port Authority, Contract for Professional Lobbying Services with Corcoran & Associates, Inc., (Corcoran Partners), effective June 1, 2025, (Approval of new contract with Corcoran & Associates, Inc., will initiate a contractual, 30-day notice to Twenty-First Century Group, for discontinuation of services) PA20250506DOC007

   7. BDI MARINE CONTRACTS/CHANGE ORDER NO. 5

      Approved and authorized Chairman to execute Change Order 5 to Contract with BDI Marine Contractors LLC, for Berth 6 Concrete Repair, to add $128,095.88, and a deadline extension of 70 days, for downtime for pipe removal, BDI Hurricane Helene prep and clean-up, and BDI Hurricane Milton prep and clean-up

      PA20250506DOC008

   8. PURCHASE AND INSTALLATION OF CONDENSING UNITS

      Approved issuance of Purchase Orders to:

      1. Dade Service Corporation in the amount of $894,460.02, for purchase of six

         (6) condensing units in Warehouse 8; and

      2. Southwest Florida Mechanical in the amount of $148,279.98, for installation of six (6) condensing units in Warehouse 8 PA20250506DOC009

   9. PUBLIC TRANSPORTATION GRANT AGREEMENT AMENDMENT – RAIL SPUR

      Adopted Resolution PA-25-15, authorizing execution of Public Transportation Amendment to Public Transportation Grant Agreement (State Grant Contract G2Z62), with Florida Department of Transportation (FDOT), for modification of project description and project scope of the rail yard development initiative, including a rail spur and additional rail capacity PA20250506DOC010

   10. CHANGE TO PORT MANATEE TARIFF NO. 3

       Approved the addition of Item 521 of Port Manatee Tariff No. 3, establishing a rate of $1.88 per short ton, for medium-density fiberboard PA20250506DOC011

   11. PROCUREMENT POLICY REVISION

       Approved the revision of Chapter IV – Transactions Exempt from Competitive

       
       

       Procurement 4.01.2 Cooperative Procurement (Piggybacking), of Manatee County Port Authority Procurement Policy PA20250506DOC012

   12. CONTRACT FOR SECURITY GUARD SERVICES

       Approved and authorized Chairman to execute Piggybacking Agreement for Security Guard Services (Contract Number SEC-0525) between Martinez and Company Inc., and Manatee County Port Authority PA20250506DOC013

   13. PUBLIC TRANSPORTATION GRANT AGREEMENT AMENDMENT – RAIL YARD DEVELOPMENT

Adopted Resolution PA-25-16, authorizing execution of Amendment to Public Transportation Grant Agreement (PTGA) with FDOT (Contract Number G2Y79), for increased funding participation in the amount of $1,629,176, in the rail yard development initiative, bringing total contribution to $2,715,364, which covers 75 percent of project costs (The Authority’s share will increase to a total of $905,121)

(End Consent Agenda) PA20250506DOC014

1. PORT AUTHORITY MEMBER COMMENTS

   There were no Member comments.

   
   

   ADJOURN

   There being no further business, Chairman Rahn adjourned the meeting at 1:07 p.m. Minutes Approved:                     

   ‌June 12, 2025

   
   

   CONSENT

   AGENDA ITEM 8.C: BUDGET RESOLUTION

   
   

   BACKGROUND:

   
   

   This resolution allocates funding as follows:

   
   

   • $2,000,000 under the Florida Job Growth Infrastructure Grant Agreement #G0139 for roadway repaving and reconstruction. The project also includes the design of a truck turnaround area and the rerouting of a stormwater ditch, fully funded by the Florida Department of Commerce.

     
     

   • $300,000 from Port cash to cover the deductible for Hurricane Milton damage to the Cruise Terminal.

   
   

   ATTACHMENT:

   
   

   Budget Resolution PA-25-18

   
   

   COST AND FUNDING SOURCE:

   
   

   $2,000,000 from the Florida Department of Commerce and $300,000 in Port cash.

   
   

   CONSEQUENCES IF DEFERRED:

   Delay in budget allocations.

   LEGAL COUNSEL REVIEW: N/A RECOMMENDATION:

   
   

   Move to adopt Budget Resolution PA-25-18.

   RESOLUTION PA-25-18 AMENDING THE ANNUAL BUDGET

   FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2024-2025

   
   

   WHEREAS, Sections 129.06 and 180.016, Florida Statutes, 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 2024-2025 budget is hereby amended in accordance with Section 129.06 and 180.016, Florida Statutes as described on the attached summary and specified in the budget adjustment batch files which are listed below:

ADOPTED with a quorum present and voting this on the 12th day of June 2025.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:                                   

BUDGET AMENDMENT RESOLUTION NO. PA-25-18 AGENDA DATE: June 12, 2025

1. Fund: Florida Department of Commerce Section: Roadway Repaving South Dock Street

   Description: Budgets $2,000,000 for repaving and reconstruction of roadway at South Dock Street to include a truck turnaround area and rerouting of a stormwater ditch.

   
   

   Batch ID: BAAL061225A Reference: BU25000449

   
   

2. Fund: Port Cash Section: Hurricane Milton

   Description: Budgets $300,000 of Port cash to cover deductible expenses related to damage sustained at the Cruise Terminal.

   
   

   Batch ID: BAAL061225A Reference: BU25000450

   ‌June 12, 2025

   
   

   CONSENT

   AGENDA ITEM 8.D.: DELEGATION OF AUTHORITY TO

   EXECUTIVE DIRECTOR

   
   

   BACKGROUND:

   
   

   During certain periods of the year, the Port Authority may have certain months in which it has no regularly scheduled meetings. During that time, matters normally requiring approval and authorization of the Authority may arise. In order to enable the Executive Director and the Port staff to maintain continuity of services in the routine business of the Port and avoid delay in the conduct of Port business, as well as avoiding the loss of business opportunities, the Executive Director and staff recommend adoption of this proposed resolution granting the Executive Director limited authority to act during these periods. This resolution is expressly limited in its scope.

   
   

   ATTACHMENTS:

   
   

   Resolution No. PA-25-17

   
   

   COST AND FUNDING SOURCE:

   
   

   N/A.

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Loss of continuity of routine business and delay in conduct of business.

   
   

   LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

   Move to adopt Resolution PA-25-17.

   RESOLUTION NO. PA-25-17

   
   

   A RESOLUTION OF THE MANATEE COUNTY PORT AUTHORITY FOR LIMITED AND TEMPORARY DELEGATION OF AUTHORITY DURING EXTENDED PERIODS BETWEEN AUTHORITY MEETINGS

   
   

   WHEREAS, the Manatee County Port Authority (hereinafter the “Authority”) may have months without scheduled meetings; and

   WHEREAS, the Authority recognizes that matters requiring approval and authorization by the Authority may arise during extended periods without scheduled meetings and, to the extent possible, wish to maintain continuity in the routine business of the Authority and wish to maintain and avoid delay in the furnishing of services as a result of the extended periods without regular meetings.

   
   

   NOW, THEREFORE, BE IT RESOLVED BY THE PORT AUTHORITY OF MANATEE COUNTY AS FOLLOWS:

   
   

   1. Purpose: Except as specifically limited below, the delegation of authority provided in this Resolution shall apply to any approval or authorization, and the execution of contracts and other documents as may be reasonable and necessary, when there is more than thirty (30) calendar days between regularly scheduled Authority meetings, to accomplish only the following:

      
      

      1. Avoid delays in furnishing services or implementing or continuing approved programs; and

      2. Avoid additional costs or expenses or the likelihood of additional costs or expenses, including but not limited to the use of personnel and resources of the Authority as well as the costs of goods and services; and

         
         

      3. Provide for the fair and reasonable treatment of citizens and organizations doing business with the Authority.

   2. To accomplish those purposes set out in Paragraph A, the Authority delegates to

      the Executive Director of the Port, or in his absence the Deputy Executive Director, authority to:

      
      

      1. Approve, authorize, and sign contracts, work assignments, purchase orders, change orders, and all documents and papers related thereto that are beyond the dollar limits provided by policies of the Authority but are otherwise purchased in accordance with applicable Laws, Ordinances, and policies; and

         
         

      2. Approve any refunds owed by the Authority to third parties at the request of a department director upon presentation of documentation of the amount due and owing; and

         
         

      3. Schedule and publish notice of public hearings and special meetings upon a determination by the Executive Director of the Port or Deputy Executive Director of the Port that it appears to be in the best interest of the Authority to proceed without delay; and

      4. Approve any budget amendments required in support of the authorizations provided in Paragraphs B and C, and any prior authorizations of the Authority; and

      5. Approve, authorize, and sign documents and forms reasonably required to implement or continue any program, plan or activity previously authorized by the Authority.

   3. To accomplish those purposes set out in Paragraph A, the Authority hereby delegates to the Port Authority Attorneys authority to:

      
      

      1. Initiate litigation, adversarial administrative proceedings, or appellate proceedings, including extraordinary writ proceedings, where, in the opinion of the Port Authority Attorneys, it is necessary to do so in order to preserve the status quo or the legal rights or protect the interests of the Authority; and

         
         

      2. Retain expert witnesses or consultants where, in the opinion of the Port Authority Attorneys, it is necessary to do so in order to preserve the status quo or the legal rights or protect the interests of the Authority; and

      3. Agree to continuances or extensions of time in on-going or threatened litigation, adversarial administrative proceedings, or appellate proceedings where, in the opinion of the Port Authority Attorneys, it is necessary to do so in order to preserve the status quo or the legal right or protect the interests of the Authority.

         
         

   4. To accomplish the purposes set out in Paragraph A, the Clerk of the Circuit Court, or his duly authorized deputy, as Clerk to the Authority, and as custodial of funds and comptroller, is requested and authorized, upon approval by the Executive Director of the Port or Port Authority Attorneys to:

      
      

      1. Take any action reasonably and necessarily required pursuant to the authority delegated under Paragraphs B and C; and

         
         

      2. Proceed with all matters of a routine nature usually submitted to the Authority on the Clerk’s consent agenda, including but not limited to making of all payments lawfully due and owing by check, voucher, warrant, cash or wire transfer, or other appropriate means, the release of cash deposits, and payment of any revenue refunds in excess of established approval limits.

   5. Limitations: This Resolution shall not apply to:

      
      

      1. Any legislative matter or other action that must be considered at an advertised public hearing; and

         
         

      2. Any new contracts retaining architects, engineers, landscape architects, surveyors, or other professional consultants. However, this limitation does not include any work assignment, time extension, or matters related to established contracts, or experts retained pursuant to C.3 above; and

      3. Any lease or contract providing for the sale, acquisition or exchange of any interest in real property, except documents necessary for closing contracts signed by the Authority, and except that any acquisition of property for utility easement or right-of- way as a part of or in avoidance of or settlement of eminent domain proceedings for an amount not to exceed the highest appraised value assigned by a duly certified appraiser may be authorized and executed by the Executive Director of the Port or his designee at the request of the Port Authority Attorneys; and

      4. Any new program or activity not previously authorized by the Authority; and

         
         

      5. Any matter involving the expenditure of funds in excess of funds that may lawfully be budgeted for such purpose.

   6. Records: A record of all actions taken under this Resolution shall be maintained

      and made a part of the record of the Authority via placement on the first consent agenda after the extended recess.

   7. Interpretations: This Resolution is not intended to apply to or limit any authority previously delegated by the Authority. This Resolution is intended to be broadly interpreted to accomplish the purposes set out in Paragraph A.

      
      

   8. Effective Period: This Resolution shall take effect upon adoption but the

      delegation of authority shall only extend to actions that need to be taken when there is more than thirty (30) calendar days between regularly scheduled Authority meetings.

   9. Any prior years’ resolution authorizing the same or similar authority is rescinded and replaced by this resolution.

ADOPTED with a quorum present and voting this 12th day of June, 2025.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:                                   

3

‌June 12, 2025

CONSENT

AGENDA ITEM 8.E: FLORIDA JOB GROWTH INFRASTRUCTURE GRANT AGREEMENT

BACKGROUND:

The Authority has been granted $2,000,000 by the State of Florida's Department of Commerce, covering 100% of the project costs for roadway repaving and reconstruction. This initiative will involve paving South Dock Street, a critical route for oversized and overweight truck traffic. Additionally, the project will include the design for paving of a truck turnaround area and the rerouting of a stormwater ditch.

ATTACHMENT:

Resolution PA-25-14 and Florida Job Growth Infrastructure Grant Agreement

COST AND FUNDING SOURCE:

Department of Commerce

CONSEQUENCES IF DEFERRED:

Delay in project commencement

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to adopt Resolution PA-25-14 authorizing the execution of the Florida Job Growth Infrastructure Grant Agreement between the State of Florida, Department of Commerce and the Manatee County Port Authority for roadway repaving and reconstruction.

Commerce Agreement No. G0139

PA-25-14

A RESOLUTION BY THE MANATEE COUNTY PORT AUTHORITY APPROVING AND AUTHORIZING THE EXECUTION OF THE FLORIDA JOB GROWTH INFRASTRUCTURE GRANT AGREEMENT WITH THE STATE OF FLORIDA DEPARTMENT OF COMMERCE

WHEREAS, the State of Florida, Department of Commerce (Department) has offered to enter into a Florida Job Growth Infrastructure Grant Agreement (Agreement) with the Manatee County Port Authority (Port Authority) to provide Department participation in the design and construction of roadway repaving and rebuilding project, and

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

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

1. The Florida Job Growth Infrastructure Grant Agreement identified as Commerce Agreement No. G0139 wherein the Department agrees to a maximum participation in the amount of $2,000,000 is approved. The Chairman of the Port Authority, or, in the absence of the Chairman, any Vice Chairman of the Port Authority, is authorized to execute the Agreement on behalf of the Port Authority.

   
   

2. The Executive Director, or his authorized representative, is specifically authorized to enter into and execute any amendment or supplement to the Agreement for the limited purposes of scope changes, funding adjustments which do not require additional matching funds from the Authority, contract duration revisions, as well as Assurances, Certifications and other documents as may be required to support this project.

   
   

3. 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 State of Florida, Department of Commerce.

ADOPTED with a quorum present and voting this the 12th day of June, 2025.

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

By:                             

Chairman

FLORIDA JOB GROWTH INFRASTRUCTURE GRANT AGREEMENT STATE OF FLORIDA

DEPARTMENT OF COMMERCE

THIS FLORIDA JOB GROWTH INFRASTRUCTURE GRANT AGREEMENT (this “Agreement”)

is made and entered into by and between the State of Florida, Department of Commerce (“Commerce”), and Manatee County Port Authority (“Grantee”). Commerce and Grantee are sometimes referred to herein individually as a “Party” and collectively as “the Parties.”

RECITALS

WHEREAS, Pursuant to section 288.101, Florida Statutes (“F.S.”) Grantee submitted a proposal for

funds.

WHEREAS, based on Grantee’s submitted proposal and any amendments thereto (collectively, the

“Proposal”), Commerce has determined that the project described in Exhibit A, Scope of Work, attached and incorporated in this Agreement (the “Project”) is necessary to facilitate the economic development and growth of the State.

WHEREAS, Commerce has determined that Grantee’s commitments satisfy the requirements necessary to recommend the proposed project described in the Proposal to the Governor of the State of Florida for an award from the Florida Job Growth Grant Fund (the “Grant Fund”) pursuant to section 288.101, F.S.

WHEREAS, Commerce is authorized to enter into this Agreement pursuant to section 288.101,

F.S. Grantee has authorized its officers to execute this Agreement on Grantee’s behalf by Resolution or, alternatively, by other Commerce-approved form of official authorization, a copy of which is attached as Exhibit D and made a part of this Agreement.

WHEREAS, the following Exhibits are attached hereto and incorporated herein as an integral part of this Agreement:

• Exhibit A: Scope of Work

• Exhibit B: Audit Requirements

  • Exhibit 1 to Exhibit B: Funding Resources

• Exhibit C: Audit Compliance Certification

• Exhibit D: Grantee’s Resolution

• Exhibit E: Notice of Completion and Engineer’s Certification of Compliance

• Exhibit F: State and Federal Statutes, Regulations, and Policies

WHEREAS, this Agreement and its Exhibits are hereinafter collectively referred to as the “Agreement,” and if any inconsistencies or conflict between the language of this Agreement and its Exhibits arise, then the language of the Exhibits shall control, but only to the extent of the conflict or inconsistency.

NOW, THEREFORE, incorporating by reference the foregoing recitals, which are an integral part of this Agreement, and for and in consideration of the agreements, covenants and obligations set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

AGREEMENT

1. TERM. This Agreement is effective as of the date on which Commerce executes this Agreement (“Effective Date”) and shall continue until the earlier to occur of: (a) December 31, 2037, (“Expiration Date”)

   unless an extension of the time period is requested by Grantee and granted in writing by Commerce prior to the expiration of this Agreement or (b) the date on which this Agreement is terminated pursuant to Section 27. Notwithstanding the foregoing, the provisions of Sections 2, 7-11, 15, 16, 19, 26-31, 37, and Sections 5 and 11 of Exhibit A, Scope of Work shall survive the termination or expiration of this Agreement; provided, however, that the record-keeping and audit-related obligations set forth in Section 11 shall terminate in accordance with the requirements of Section 11. Expiration of this Agreement will be considered termination of the Project. Notwithstanding the foregoing, in the event that Grantee fully satisfies its obligations set forth in Exhibit A, Scope of Work, as determined by Commerce in its reasonable discretion, prior to the date set forth in the preceding sentence, then the “Expiration Date” shall be the date of such determination.

   
   

2. PERFORMANCE REQUIREMENTS: Grantee shall perform the services specified herein in accordance with the terms and conditions of this Agreement and all attachments and exhibits attached hereto and incorporated herein.

   
   

3. TYPE OF AGREEMENT: This Agreement is a cost reimbursement agreement.

4. RELEASE OF FUNDS: Commerce shall pay Grantee up to Two Million Dollars and Zero Cents ($2,000,000) in consideration for Grantee’s performance and services pursuant to this Agreement. In accordance with section 287.0582, F.S., the State of Florida and Commerce’s performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. Commerce has final authority as to both the availability of funds and what constitutes an “annual appropriation” of funds. The lack of appropriation or availability of funds shall not constitute a default by Commerce. Grantee shall not use

   funds provided pursuant to section 288.101, F.S., for the exclusive benefit of any single company, corporation, or business entity. Commerce has final authority as to what may constitute an “exclusive benefit of any single company, corporation, or business entity” under this Agreement. Use of funds provided pursuant to section 288.101, F.S., for the exclusive benefit of any single company, corporation, or business entity is strictly prohibited, and Commerce may, in its sole discretion, terminate this Agreement and demand immediate repayment of all funds, plus reasonable interest thereon, if Commerce determines that Grantee used funds provided pursuant to this Agreement for the exclusive benefit of any single company, corporation, or business entity. Grantee is liable for all costs that exceed the payment amount provided by Commerce.

   
   

5. PAYMENTS TO GRANTEE:

   1. Grantee shall provide Commerce’s Agreement Manager invoices in accordance with the requirements of the State of Florida Reference Guide for State Expenditures (https://www.myfloridacfo.com/docs-sf/accounting-and-auditing-libraries/state-agencies/reference-guide- for-state-expenditures.pdf) and with detail sufficient for a proper pre-audit and post-audit thereof. Invoices must also comply with the following:

      1. Invoices must be legible and must clearly reflect the goods/services that were provided in accordance with the terms of this Agreement for the invoice period. Payment does not become due under this Agreement until Commerce accepts and approves the invoiced deliverable(s) and any required report(s).

      2. Invoices must contain Grantee’s name, address, federal employer identification number or other applicable Grantee identification number, this Agreement number, the invoice number, and the invoice period. Commerce or the State may require any additional information from Grantee that Commerce or the State deems necessary to process an invoice in their sole and absolute discretion.

      3. Invoices must be submitted in accordance with the time requirements specified in Exhibit A, SCOPE OF WORK.

   2. At Commerce’s or the State’s option, Grantee may be required to invoice electronically pursuant to guidelines of the Department of Management Services. Current guidelines require that Grantee supply electronic invoices in lieu of paper-based invoices for those transactions processed through the system. Electronic invoices shall be submitted to Commerce’s Agreement Manager through the Ariba Supplier Network (ASN) in one of the following mechanisms – EDI 810, cXML, or web-based invoice entry within the ASN.

   3. Payment shall be made in accordance with section 215.422, F.S., governing time limits for payment of invoices. The SCOPE OF WORK may specify conditions for retainage. Invoices returned to a

      Grantee due to preparation errors will result in a delay of payment. Commerce is responsible for all payments under this Agreement.

   4. Section 55.03(1), F.S., identifies the process applicable to the determination of the rate of interest payable on judgments and decrees, and pursuant to section 215.422(3)(b), F.S., this same process applies to the determination of the rate of interest applicable to late payments to vendors for goods and services purchased by the State and for contracts which do not specify a rate of interest. The applicable rate of interest is published at: https://www.myfloridacfo.com/Division/AA/LocalGovernments/Current.htm.

   5. If authorized and approved, Grantee may be provided an advance as part of this Agreement.

   6. VENDOR OMBUDSMAN: In accordance with section 215.422(5), F.S., a Vendor Ombudsman, within the Department of Financial Services, advocates for vendors who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 413-5516 or by calling the Chief Financial Officer’s Hotline, (800) 342-2762.

   7. If Grantee is a county or municipality that is a rural community or rural area of opportunity as those terms are defined in section 288.0656(2), F.S., the payment of submitted invoices may be issued for verified and eligible performance that has been completed in accordance with the terms and conditions set forth in this Agreement to the extent that federal or state law, rule, or other regulation allows such payments. Upon meeting either of the criteria set forth below, the Grantee may elect in writing to exercise this provision.

      1. A county or municipality that is a rural community or rural area of opportunity as those terms are defined in section 288.0656(2), F.S., that demonstrates financial hardship; or

      2. A county or municipality that is a rural community or rural area of opportunity as those terms are defined in section 288.0656(2), F.S., and which is in a fiscally constrained county, as defined in section 218.67(1).

      If the Grantee meets the criteria set forth in this paragraph, then the Grantee is deemed to have demonstrated a financial hardship.

      
      

6. REQUIREMENTS OF SECTION 287.058(1)(A) THROUGH (I), FLORIDA STATUTES:

   1. Grantee shall submit bills for fees or other compensation for services or expenses in detail sufficient for a proper pre-audit and post-audit thereof.

   2. Travel expenses are not authorized under this Agreement.

   3. Commerce shall have the right to unilaterally cancel this Agreement for Grantee’s refusal to allow public access to all documents, papers, letters, or other materials made or received by Grantee in conjunction with this Agreement, unless the records are exempt from s. 24(a) of Article I of the State Constitution and s. 119.07(1), F.S.

   4. Grantee shall perform all tasks contained in Exhibit A, SCOPE OF WORK, attached hereto and incorporated herein.

   5. Commerce shall not pay Grantee until Commerce: (1) determines satisfactory completion of each Deliverable described in the SCOPE OF WORK in accordance with the “Minimum Level of Service” and (2) gives Grantee written notice of same.

   6. Grantee must meet all requirements listed in Exhibit A, SCOPE OF WORK, and complete them by the specified deadline to fulfill the terms of this Agreement.

   7. This Agreement may not be renewed.

   8. If Grantee fails to perform in accordance with this Agreement, Commerce shall apply the financial consequences specified in Exhibit A, SCOPE OF WORK, of this Agreement.

   9. Unless otherwise agreed upon in a separate writing, Grantee shall own all intellectual property rights preexisting the starting date of this Agreement, and the State of Florida through Commerce shall own all intellectual property rights Grantee or Grantee’s agent or contractor created or otherwise developed in performance of this Agreement after the starting date of this Agreement; provided, further, that proceeds derived from the sale, licensing, marketing, or other authorization related to any such state-owned intellectual property right shall be handled in the manner specified by applicable state statute.

      
      

7. REPRESENTATIONS AND WARRANTIES. Grantee hereby makes the following representations and warranties to Commerce, each of which shall be deemed to be a separate representation and warranty, all of which have been made for the purpose of inducing Commerce to enter into this Agreement, and in reliance on which Commerce has entered into this Agreement, as of the Effective Date, the dates on

   which Grantee submits each request for reimbursement under this Agreement, and the dates on which Grantee receives any reimbursement:

   1. Grantee has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of Grantee. After Grantee’s execution and delivery and upon Commerce’s execution and delivery of this Agreement, this Agreement constitutes the legal, valid, and binding obligation of Grantee, enforceable against Grantee in accordance with its terms (subject to applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws affecting the rights of creditors generally and the availability of equitable remedies).

   2. Grantee’s execution and delivery of this Agreement and Grantee’s performance of the transactions contemplated hereby do not: (i) conflict with or result in a breach of any provision of Grantee’s charter or similar constitutive document, (ii) result in violation or breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, modification, cancellation or acceleration under the terms, conditions, or provisions of any of Grantee’s indentures, material agreements or other material instruments; or (iii) violate any applicable law or regulation. Grantee has not been convicted of a “public entity crime” (as such term is defined in section 287.133, F.S.) nor has Grantee been placed on the “discriminatory vendor list” (as such term is defined in section 287.134, F.S.). None of Grantee’s elected or appointed officers, agents, employees, or other persons acting on its behalf has taken any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of the payment, directly or indirectly, of any gift, money, or anything of value to a government official or to obtain or retain business from any person or entity in violation of applicable law.

   3. No event, change, or condition has occurred that has had, or would reasonably be expected to have, a material adverse effect on the financial condition of Grantee or the Project, in each case, since the date of the Proposal. No litigation, investigation, claim, criminal prosecution, civil investigative demand, imposition of criminal or civil fines and penalties, or any other proceeding of or before any arbitrator or governmental authority is pending or, to the knowledge of Grantee, threatened by or against Grantee or against any of its properties or assets, which, individually or in the aggregate, could reasonably be expected to result in a material and adverse effect on the financial condition of Grantee, the Project, or Grantee’s ability to perform its obligations under this Agreement. No state or federal criminal investigation, criminal prosecution, civil investigative demand, imposition of criminal or civil fines and penalties, or any other proceeding of the Office of the Attorney General of the State of Florida, any State Attorney in the State of Florida, the United States Department of Justice, or any other prosecutorial or law enforcement authority is pending or, to the knowledge of Grantee, threatened by or against Grantee or any of its elected officials. Grantee must keep Commerce informed continuously throughout the duration of this Agreement. This duty must be performed promptly.

   4. Commerce shall be deemed to have relied upon the express representations and warranties set forth herein notwithstanding any knowledge on the part of Commerce of any untruth of any such representation or warranty of Grantee expressly set forth in this Agreement, regardless of whether such knowledge was obtained through Commerce’s own investigation or otherwise, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement. No information, report, financial statement, exhibit or schedule furnished by Grantee to Commerce in connection with the negotiation of this Agreement (including, without limitation, the Proposal) or delivered pursuant to this Agreement when taken together, contained or contains any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading. If it is later discovered a material misstatement or omission was made, Grantee shall immediately inform Commerce.

8. LAWS APPLICABLE TO THIS AGREEMENT:

   1. The laws of the State of Florida shall govern the construction, enforcement and interpretation of this Agreement, regardless of and without reference to whether any applicable conflicts of laws principles may point to the application of the laws of another jurisdiction without limiting the provisions of the DISPUTE RESOLUTION Section of this Agreement, the exclusive personal jurisdiction and venue to resolve any and all disputes between them including, without limitation, any disputes arising out of or relating to this Agreement shall be in the state courts of the State of Florida in the County of Leon. The Parties expressly consent to the exclusive personal jurisdiction and venue in any state court located in Leon County, Florida, and waive any

      defense of forum non conveniens, lack of personal jurisdiction, or like defense, and further agree that any and all disputes between them shall be solely in the State of Florida. Should a transfer of venue be necessary, Grantee agrees to pay all costs associated with the transfer. Should any term of this Agreement conflict with any applicable law, rule, or regulation, the applicable law, rule, or regulation shall control over the provisions of this Agreement. IN ANY LEGAL OR EQUITABLE ACTION BETWEEN THE PARTIES, THE PARTIES HEREBY EXPRESSLY WAIVE TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW.

   2. If applicable, Grantee is following the rules for e-procurement as directed by rule 60A-1.033, F.A.C., and that it will maintain eligibility for this Agreement through the MyFloridaMarketplace.com system.

   3. Grantee shall not expend any funds provided under this Agreement for the purpose of lobbying the Legislature, the judicial branch, or any state agency. Commerce shall ensure compliance with sections 11.062 and 216.347, F.S. Grantee shall not, in connection with this or any other agreement with the State, directly or indirectly: (1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee’s decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty; or (2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any State officer or employee. For purposes of clause (2), “gratuity” means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. Upon request of Commerce’s Inspector General, or other authorized State official, Grantee shall provide any type of information the Inspector General deems relevant to Grantee’s integrity or responsibility. Such information may include, but shall not be limited to, Grantee’s business or financial records, documents, or files of any type or form that refer to or relate to this Agreement. Grantee shall retain such records in accordance with the record retention requirements of Part V of Exhibit B, AUDIT REQUIREMENTS.

   4. Grantee shall reimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations of Grantee’s compliance with the terms of this or any other agreement between Grantee and the State which results in the suspension or debarment of Grantee. Such costs shall include but shall not be limited to salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. Grantee shall not be responsible for any costs of investigations that do not result in Grantee’s suspension or debarment. Grantee understands and will comply with the requirements of section 20.055(5), F.S., including but not necessarily limited to, the duty of Grantee and any of Grantee’s subcontractors to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing pursuant to section 20.055, F.S.

   5. Public Entity Crime: Grantee is aware of and understands the provisions of section 287.133(2)(a), F.S. pursuant to which 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, proposal, or reply on an agreement to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on an agreement with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a Grantee, supplier, subcontractor or consultant under an agreement with any public entity and may not transact business with any public entity in excess of the threshold amount provided in section 287.017, F.S., for Category Two ($35,000 in 2023) for a period of 36 months from the date of being placed on the convicted vendor list. Grantee shall disclose to Commerce if Grantee, or any of Grantee’s affiliates, as defined in section 287.133(1)(a), F.S., is on the convicted vendor list or on any similar list maintained by any other state or the federal government.

   6. Limitations on Advertising of Agreement: Subject to chapter 119, F.S., Grantee shall not publicly disseminate any information concerning this Agreement without prior written approval from Commerce, including, but not limited to, mentioning this Agreement in a press release or other promotional material, identifying Commerce or the State as a reference, or otherwise linking Grantee’s name and either a description of this Agreement or the name of Commerce or the State in any material published, either in print or electronically, to any entity that is not a Party to this Agreement, except potential or actual employees, agents, representatives, or subcontractors with the professional skills necessary to perform the work services this Agreement requires.

   7. Disclosure of Sponsorship: As required by section 286.25, F.S., if Grantee is a nongovernmental organization that sponsors a program financed wholly or in part by state funds, including any funds obtained through this Agreement, it shall, in publicizing, advertising, or describing the sponsorship of the program, state: “Sponsored by (Grantee’s name) and the State of Florida, Department of Commerce.” If

      the sponsorship reference is in written material, the words “State of Florida, Department of Commerce” shall appear in the same size letters or type as the name of the organization.

   8. Mandatory Disclosure Requirements:

      1. Conflict of Interest: This Agreement is subject to chapter 112, F.S. Grantee shall disclose the name of any officer, director, employee, or other agent who is also an employee of the State. Grantee shall also disclose the name of any State employee who owns, directly or indirectly, more than a 5 percent interest in Grantee or Grantee’s affiliates.

      2. Vendors on Scrutinized Companies Lists: Grantee is aware of and understands the provisions of section 287.134(2)(a), F.S. As required by section 287.135(5), Grantee certifies that it is not:

         (1) listed on the Scrutinized Companies that Boycott Israel List, created pursuant to section 215.4725, F.S.; (2) engaged in a boycott of Israel; (3) listed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, F.S.; (4) engaged in business operations in Cuba or Syria.

         1. Pursuant to section 287.135(5), F.S., Commerce may immediately terminate this Agreement if Grantee submits a false certification as to the above, or if Grantee is placed on the Scrutinized Companies that Boycott Israel List, engages in a boycott of Israel, is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has engaged in business operations in Cuba or Syria.

         2. If Commerce determines that Grantee has submitted a false certification, Commerce will provide written notice to Grantee. Unless Grantee demonstrates in writing, within 90 calendar days of receipt of the notice, that Commerce’s determination of false certification was made in error, Commerce may bring a civil action against Grantee. If Commerce’s determination is upheld, a civil penalty equal to the greater of $2 million or twice the amount of this Agreement shall be imposed on Grantee, and Grantee will be ineligible to bid on any Agreement with any agency or local governmental entity for three years after the date of Commerce’s determination of false certification by Grantee.

         3. If federal law ceases to authorize the states to adopt and enforce the contracting prohibition identified herein, this provision shall be null and void.

      3. Discriminatory Vendors: Grantee shall disclose to Commerce if it or any of its affiliates, as defined by section 287.134(1)(a), F.S., appears on the discriminatory vendor list. An entity or affiliate placed on the discriminatory vendor list pursuant to section 287.134, F.S., may not: (1) submit a bid, proposal, or reply on a contract or agreement to provide any goods or services to a public entity; (2) submit a bid, proposal, or reply on a contract or agreement with a public entity for the construction or repair of a public building or public work; (3) submit bids, proposals, or replies on leases of real property to a public entity; (4) be awarded or perform work as a contractor, subcontractor, Grantee, supplier, subgrantee, or consultant under a contract or agreement with any public entity; or (5) transact business with any public entity.

      4. Abuse, Neglect, and Exploitation Incident Reporting: In compliance with sections 39.201 and 415.1034, F.S., an employee of Grantee who knows or has reasonable cause to suspect that a child, aged person, or disabled adult is or has been abused, neglected, or exploited shall immediately report such knowledge or suspicion to the Florida Abuse Hotline by calling 1-800-96ABUSE, or via the web reporting option at www.myflfamilies.com/service-programs/abuse-hotline, or via fax at 1-800-914-0004.

      5. Information Release:

         1. Grantee shall keep and maintain public records required by Commerce to perform Grantee’s responsibilities hereunder. Grantee shall, upon request from Commerce’s custodian of public records, provide Commerce with a copy of the requested records or allow the records to be inspected or copied within a reasonable time per the cost structure provided in chapter 119, F.S., and in accordance with all other requirements of chapter 119, F.S., or as otherwise provided by law. Upon expiration or termination of this Agreement, Grantee shall transfer, at no cost, to Commerce all public records in possession of Grantee or keep and maintain public records required by Commerce to perform the service. If Grantee keeps and maintains public records upon completion of this Agreement, Grantee shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to Commerce, upon request from the Commerce’s custodian of records, in a format that is compatible with the information technology systems of Commerce.

         2. If Commerce does not possess a record requested through a public records request, Commerce shall notify Grantee of the request as soon as practicable, and Grantee must provide the records to Commerce or allow the records to be inspected or copied within a reasonable time. If Grantee does

            not comply with Commerce’s request for records, Commerce shall enforce the provisions set forth in this Agreement. A Grantee who fails to provide public records to Commerce within a reasonable time may be subject to penalties under section 119.10, F.S.

         3. Grantee acknowledges that Commerce is subject to the provisions of chapter 119, F.S., relating to public records and that reports, invoices, and other documents Grantee submits to Commerce under this Agreement may constitute public records under Florida Statutes. Grantee must cooperate with Commerce regarding Commerce’s efforts to comply with the requirements of chapter 119, F.S.

         4. If Grantee submits records to Commerce that are confidential and exempt from public disclosure as trade secrets or proprietary confidential business information, such records should be clearly marked and specifically identified as such by Grantee prior to submittal to Commerce. Failure to clearly mark and identify the legal basis for each exemption from the requirements of chapter 119, F.S., prior to submittal of the record to Commerce may serve as a waiver of a claim of exemption. Grantee shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of this Agreement term and following completion of this Agreement if Grantee does not transfer the records to Commerce upon termination of this Agreement.

         5. Grantee shall allow public access to all records made or received by Grantee in conjunction with this Agreement, unless the records are exempt from s. 24(a) of Article I of the State Constitution and section 119.07(1), F.S. For records made or received by Grantee in conjunction with this Agreement, Grantee shall respond to requests to inspect or copy such records in accordance with chapter 119, F.S.

         6. In addition to Grantee’s responsibility to directly respond to each request it receives for records made or received by Grantee in conjunction with this Agreement and to provide the applicable public records in response to such request, Grantee shall notify Commerce of the receipt and content of such request by sending an e-mail to PRRequest@Commerce.fl.gov within one business day from receipt of such request.

         7. Grantee shall notify Commerce verbally within 24 chronological hours and in writing within 72 chronological hours if any data in Grantee’s possession related to this Agreement is subpoenaed or improperly used, copied, or removed (except in the ordinary course of business) by anyone except an authorized representative of Commerce. Grantee shall cooperate with Commerce in taking all steps as Commerce deems advisable to prevent misuse, regain possession, and/or otherwise protect the State’s rights and the data subject’s privacy.

         8. IF GRANTEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO GRANTEE’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC

            RECORDS by telephone at 850-245-7140, via e-mail at PRRequest@Commerce.fl.gov, or by mail at Department of Commerce, Public Records Coordinator, 107 East Madison Street, Caldwell Building, Tallahassee, Florida 32399-4128.

      6. Funding Requirements of section 215.971(1), F.S.:

         1. Grantee and its subcontractors may only expend funding under this Agreement for allowable costs resulting from obligations incurred during the term of this Agreement. To be eligible for reimbursement, costs must be in compliance with laws, rules, and regulations applicable to expenditures of State funds, including, but not limited to, the Reference Guide for State Expenditures (https://www.myfloridacfo.com/docs-sf/accounting-and-auditing-libraries/state-agencies/reference-guide- for-state-expenditures.pdf).

         2. Grantee shall refund to Commerce any balance of unobligated funds which has been advanced or paid to Grantee.

         3. Grantee shall refund to Commerce all funds paid exceeding the amount to which Grantee or its subcontractors are entitled under the terms and conditions of this Agreement.

      7. Section 288.101, F.S.: Grantee shall: (a) construct or repair the state or local public infrastructure that is the subject of this Agreement, as described in Exhibit A, SCOPE OF WORK, in a manner that meets and complies with all federal, state, and local laws, rules, and regulations, including but not limited to, the requirements of section 288.101, F.S.; (b) not use funds provided under this Agreement for the exclusive benefit of any single company, corporation, or business entity; (c) use funds provided under this Agreement to promote economic recovery in specific regions of the state, economic diversification, or economic enhancement in a targeted industry via the construction or repair of the public infrastructure; and (d) the public infrastructure must be: (i) owned by the public, and be for public use or predominately benefit the public; and

         (ii) if the public infrastructure is leased or sold, it must be leased or sold at fair market rates or value.

9. FINAL INVOICE: Grantee shall submit the final invoice for payment to Commerce no later than 60 calendar days after this Agreement ends or is terminated. If Grantee fails to do so, Commerce, in its sole and absolute discretion, may refuse to honor any requests submitted after this time and may consider Grantee to have forfeited any and all rights to payment under this Agreement.

   
   

10. RECOUPMENT OF FUNDS:

    1. Grantee shall refund to Commerce any overpayment of funds due to unearned or disallowed funds under this Agreement as follows: (a) if Grantee or an independent auditor discovers an overpayment, Grantee shall repay to Commerce such overpayment no later than 30 calendar days after discovery or notification of each such overpayment; or (b) if Commerce first discovers an overpayment, Commerce shall notify Grantee in writing, and Grantee shall repay to Commerce each such overpayment no later than 30 calendar days after receiving Commerce’s notification. Refunds should be sent to Commerce’s Agreement Manager and made payable to the “Department of Commerce.” Commerce may charge interest at the highest lawful rate of interest on the outstanding balance beginning on the 31st calendar day after the date of notification or discovery. Commerce is the final authority as to what may constitute an “overpayment” under this Agreement.

    2. Notwithstanding any other provisions of this Agreement, including but not limited to the damages limitations of the LAWS APPLICABLE TO THIS AGREEMENT Section herein, if Grantee is non- compliant with any provision of this Agreement or applicable law, or if Commerce imposes financial consequences on Grantee pursuant to the terms of this Agreement, Commerce has the right to recoup all resulting cost, monetary loss and/or funds owed to Commerce or the State, from monies owed to Grantee under this Agreement or any other Agreement between Grantee and any State entity. If the discovery of such noncompliance or imposition of financial consequences and resulting cost, loss, and/or debt to Commerce or the State arises when no monies are owed to Grantee under this Agreement or any other Agreement between Grantee and any State entity, Grantee shall pay Commerce in full such cost, loss, and/or funds owed to Commerce or the State with non-State funds within 30 calendar days of the date of notice of the amount owed, unless Commerce agrees, in writing, to an alternative timeframe. Commerce, in Commerce’s sole and absolute discretion, shall determine the resulting cost, loss and/or funds owed to Commerce or the State under this Agreement.

       
       

11. AUDITS AND RECORDS:

    1. Representatives of Commerce, the Chief Financial Officer of the State of Florida, the Auditor General of the State of Florida, the Florida Office of Program Policy Analysis and Government Accountability or representatives of the federal government and their duly authorized representatives shall have access to any of Grantee’s books, documents, papers, and records, including electronic storage media, as they may relate to this Agreement, for the purposes of conducting audits or examinations or making excerpts or transcriptions.

    2. Grantee shall maintain books, records, and documents in accordance with generally accepted accounting procedures and practices which sufficiently and properly reflect all expenditures of funds Commerce provided under this Agreement.

    3. Grantee shall comply with all applicable requirements of s. 215.97, F.S., and Exhibit B, AUDIT REQUIREMENTS; and, if an audit is required thereunder, Grantee shall disclose all related party transactions to the auditor.

    4. Grantee shall retain all Grantee’s records, financial records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to this Agreement in accordance with the record retention requirements of Part V of Exhibit B, AUDIT REQUIREMENTS. Upon

       Commerce’s request, Grantee shall cooperate with Commerce to facilitate the duplication and transfer of such records or documents.

    5. Grantee shall include the audit and record keeping requirements in all approved subrecipient subcontracts and assignments.

    6. Within 60 calendar days of the close of Grantee’s fiscal year, on a yearly basis, Grantee shall electronically submit a completed AUDIT COMPLIANCE CERTIFICATION (a version of this certification is attached hereto as Exhibit C) to audit@Commerce.fl.gov. Grantee’s timely submittal of one completed AUDIT COMPLIANCE CERTIFICATION for each applicable fiscal year will fulfill this requirement within all agreements (e.g., contracts, grants, memorandums of understanding, memorandums of agreement, economic incentive award agreements, etc.) between Commerce and Grantee.

    7. Grantee shall: (i) maintain all funds Grantee received pursuant to this Agreement in bank accounts separate from its other operating or other special purposes accounts, or (ii) expressly designate in Grantee’s business records and accounting system, maintained in good faith and in the regular course of business, that such funds originated from this Agreement. Grantee shall not commingle the funds provided under this Agreement with any other funds, projects, or programs. Commerce may, in its sole and absolute discretion, disallow costs that result from purchases made with commingled funds.

12. EMPLOYMENT ELIGIBILITY VERIFICATION:

    1. E-Verify is an Internet-based system that allows an employer, using information reported on an employee’s Form I-9, Employment Eligibility Verification, to determine the eligibility of all new employees hired to work in the United States. There is no charge to employers to use E-Verify. The Department of Homeland Security’s E-Verify system can be found at:

       https://www.e-verify.gov/.

    2. In accordance with section 448.095, F.S., the State of Florida expressly requires the following:

       1. Every public agency and its contractors and subcontractors shall register with and use the E- Verify system to verify the work authorization status of all newly hired employees. A public agency or a contractor or subcontractor thereof may not enter into a contract unless each party to the contract registers with and uses the E-Verify system.

       2. An employer shall verify each new employee’s employment eligibility within three (3) business days after the first day that the new employee begins working for pay as required under 8 CFR 274a. Beginning July 1, 2023, a private employer with 25 or more employees shall use the E- Verify system to verify a new employee’s employment eligibility.

    3. If Grantee does not use E-Verify, Grantee shall enroll in the E-Verify system prior to hiring any new employee or retaining any contract employee after the effective date of this Agreement.

13. DUTY OF CONTINUING DISCLOSURE OF LEGAL PROCEEDINGS:

    1. Prior to execution of this Agreement, Grantee must disclose in a written statement to Commerce’s Agreement Manager all prior or on-going civil or criminal litigation, investigations, arbitration or administrative proceedings (collectively “Proceedings”) involving Grantee (and each subcontractor of Grantee). Thereafter, Grantee has a continuing duty to promptly disclose all Proceedings upon occurrence.

    2. This duty of disclosure applies to Grantee’s or Grantee’s subcontractor’s officers and directors when any Proceeding relates to the officer or director’s business or financial activities. Details of settlements that are prevented from disclosure by the terms of the settlement may be annotated as such.

    3. Grantee shall promptly notify Commerce’s Agreement Manager of any Proceeding relating to or affecting Grantee’s or Grantee’s subcontractor’s business. If the existence of such Proceeding causes the State concern about Grantee’s ability or willingness to perform this Agreement, then upon Commerce’s request, Grantee shall provide to Commerce’s Agreement Manager all reasonable assurances that: (i) Grantee will be able to perform this Agreement in accordance with its terms and conditions; and (ii) Grantee and/or its employees, agents, or subcontractor(s) have not and will not engage in conduct in performing services for Commerce which is similar in nature to the conduct alleged in such Proceeding.

       
       

14. ASSIGNMENTS AND SUBCONTRACTS:

    1. Grantee shall not assign, sublicense, or otherwise transfer its rights, duties, or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of Commerce, which

       consent may be withheld in Commerce’s sole and absolute discretion. Any Grantee’s attempted assignment of this Agreement or any of the rights hereunder in violation of this provision shall be void ab initio. Commerce will always be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental entity in the State of Florida upon giving prior written notice of same to Grantee.

    2. Grantee shall be responsible for all work performed and all expenses incurred in fulfilling the obligations of this Agreement. If Commerce permits Grantee to subcontract all or part of the work contemplated under this Agreement, including entering subcontracts with vendors for services, Grantee shall formalize all such subcontracts in documents containing all provisions appropriate and necessary to ensure subcontractor’s compliance with this Agreement and applicable state and federal law. Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under each subcontract. If Commerce approves transfer of Grantee’s obligations, Grantee remains responsible for all work performed and all expenses incurred in connection with this Agreement. Grantee, at Grantee’s expense, shall defend Commerce against all Grantee’s subcontractors’ claims of expenses or liabilities incurred under subcontracts.

    3. Grantee shall only use properly trained persons who meet or exceed any specified training qualifications as employees, subcontractors, and agents performing work under this Agreement. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All Grantee’s employees, subcontractors, or agents performing work under this Agreement shall comply with all Commerce security and administrative requirements detailed herein. Commerce may conduct, and Grantee shall cooperate with all security background checks or other assessments of Grantee’s employees, subcontractors, or agents. Commerce may refuse access to or require replacement of any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to technical or training qualifications, quality of work, change in security status, or non-compliance with Commerce’s security or administrative requirements. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with this Agreement. For cause, Commerce may reject and bar any of Grantee’s employees, subcontractors, or agents from any facility.

    4. This Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations of Commerce.

    5. In accordance with section 287.0585, F.S., and unless otherwise agreed upon in writing between Grantee and subcontractor, Grantee shall pay each Grantee’s subcontractor within seven working days of receiving Commerce’s full or partial payments. Grantee’s failure to comply with the immediately preceding sentence shall result in a penalty charged against Grantee and paid to the subcontractor in the amount of one- half of one percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen percent (15%) of the outstanding balance due.

    6. Grantee shall provide to Commerce a Minority and Service-Disabled Veteran Business Enterprise Report with each invoice summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period and the project to date. This report shall include the names, addresses and compensation dollar amount of each certified and non-certified Minority Business Enterprise and Service-Disabled Veteran Enterprise participant and shall be sent to Commerce’s Agreement Manager. The Office of Supplier Diversity at (850) 487-0915 is available to provide information re: qualified minorities. Commerce’s Minority Coordinator can be reached at (850) 245-7471 to answer concerns and questions.

    7. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns and nothing herein expressed or implied shall give or be construed to give any person or entity, other than the Parties and such permitted successors and assigns, any legal or equitable rights hereunder.

       
       

15. NONEXPENDABLE PROPERTY:

    1. For purposes of this Agreement, “nonexpendable property” is the same as “property” as defined in section 273.02, F.S., (equipment, fixtures, and other tangible personal property of a non-consumable and nonexpendable nature.)

    2. All nonexpendable property, purchased under this Agreement, shall be listed on the property records of Grantee. Grantee shall inventory annually and maintain accounting records for all nonexpendable property purchased and submit an inventory report to Commerce with the final expenditure report. The records shall include, at a minimum, the following information: property tag identification number, description of the item(s), physical location, name, make or manufacturer, year, and/or model, manufacturer’s serial number(s), date of acquisition, and the current condition of the item.

    3. At no time shall Grantee dispose of nonexpendable property purchased under this Agreement without Commerce’s written permission; provided further that Grantee shall always follow Commerce’s instructions regarding such disposition.

    4. Immediately upon discovery, Grantee shall notify Commerce, in writing, of any property loss with the date and reason(s) for the loss.

    5. Grantee shall be responsible for the correct use of all nonexpendable property Grantee purchases or Commerce furnishes under this Agreement.

    6. A formal Agreement amendment is required prior to the purchase of any item of nonexpendable property not specifically listed in the approved Agreement budget.

    7. Title (ownership) to all nonexpendable property acquired with funds from this Agreement shall be vested in Commerce and said property shall be transferred to Commerce upon completion or termination of this Agreement unless otherwise authorized in writing by Commerce.

16. REQUIREMENTS APPLICABLE TO THE PURCHASE OF OR IMPROVEMENTS TO

    REAL PROPERTY: In accordance with section 287.05805, F.S., if funding provided under this Agreement is used for the purchase of or improvements to real property, Grantee shall grant Commerce a security interest in the property in the amount of the funding provided by this Agreement for the purchase of or improvements to the real property for five years from the date of purchase or the completion of the improvements or as further required by law.

    
    

17. INFORMATION RESOURCE ACQUISITION: Grantee shall obtain prior written approval from the appropriate Commerce authority before purchasing any Information Technology Resource (ITR) or conducting any activity that will impact Commerce’s electronic information technology equipment or software, as defined in Commerce Policy Number 5.01, in any way. ITR includes computer hardware, software, networks, devices, connections, applications, and data. Grantee shall contact the Commerce Agreement Manager listed herein in writing for the contact information of the appropriate Commerce authority for any such ITR purchase approval.

    
    

18. INSURANCE: (NOTE: If Grantee is a state agency or subdivision, as defined in section 768.28(2), F.S., then pursuant to section 768.28(19), F.S., neither Party provides insurance for the other. However, the Grantee will require all of its contractors to provide insurance to Commerce as set forth.)

    During this Agreement, including the initial Agreement term, renewal(s), and extensions, Grantee, at its sole expense, shall maintain insurance coverage of such types and with such terms and limits as may be reasonably associated with this Agreement and further described below. Providing and maintaining adequate insurance coverage is a material obligation of Grantee, and failure to maintain such coverage may void this Agreement, at Commerce’s sole and absolute discretion, after Commerce’s review of Grantee’s insurance coverage when Grantee is unable to comply with Commerce’s requests regarding additional appropriate and necessary insurance coverage. The limits of coverage under each policy maintained by Grantee shall not be interpreted as limiting Grantee’s liability and obligations under this Agreement. All insurance policies shall be through insurers licensed and authorized to write policies in Florida.

    1. Upon execution of this Agreement, Grantee shall provide Commerce written verification of the existence and amount for each type of applicable insurance coverage. The insurance policy must name Commerce as an additional insured and identify Commerce’s Agreement Number. Within 30 calendar days of the Effective Date, Grantee shall furnish Commerce proof of applicable insurance coverage by standard ACORD form certificates of insurance. If any applicable coverage is cancelled for any reason, Grantee shall immediately notify Commerce of such cancellation and must obtain adequate replacement coverage conforming to the requirements herein and provide proof of such replacement coverage within 15 business days after the cancellation of coverage. Copies of new insurance certificates must be provided to Commerce’s Agreement Manager with each insurance renewal.

    2. Commerce shall not pay for any insurance policy deductible. The payment of each such deductible shall be Grantee’s sole responsibility. Grantee shall obtain the following types of insurance policies.

       1. Commercial General Liability Insurance: Grantee shall carry Commercial General Liability insurance providing continuous coverage for all work or operations performed under the 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. Grantee shall cause Commerce 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 Commerce as an Additional Insured shall be primary and non-contributory 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. The Grantee shall pay all deductibles as required by the policy. No policy/ies or coverage described herein may contain or be subject to a Retention or a Self-Insured Retention. Prior to the execution of the Contract, and at all renewal periods which occur prior to final acceptance of the work, Commerce shall be provided with an ACORD Certificate of Liability Insurance and the applicable endorsement(s) reflecting the coverage described herein. Commerce 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. Commerce'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 Commerce may have.

       2. Workers’ Compensation and Employer’s Liability Insurance: Grantee, at all times during the term of this Agreement, at its sole expense, shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with this Agreement, which, as a minimum, shall be: workers’ compensation and employer’s liability insurance in accordance with chapter 440, F.S., with minimum employer’s liability limits of $100,000 per accident, $100,000 per person, and $500,000 policy aggregate. Such policy shall cover all employees engaged in any Agreement work. If subletting any of the work, ensure that the subcontractor(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.

          1. Grantee shall carry or cause its contractor/subcontractor/consultant/ subconsultant to carry and keep in force Worker’s Compensation insurance as required for the State of Florida under the Worker’s Compensation Law.

       3. Other Insurance: During the term of this Agreement, Grantee shall maintain any other insurance as required in Exhibit A, SCOPE OF WORK.

          
          

19. CONFIDENTIALITY AND SAFEGUARDING INFORMATION:

    1. Each Party may have access to confidential information made available by the other. The provisions of the Florida Public Records Act, chapter 119, F.S., and other applicable state and federal laws must govern disclosure of any confidential information received by the State of Florida.

    2. Grantee must implement procedures to ensure the appropriate protection and confidentiality of all data, files, and records involved with this Agreement.

    3. Except as necessary to fulfill the terms of this Agreement and with the written permission of Commerce, Grantee shall not divulge to third parties any confidential information obtained by Grantee or its agents, distributors, resellers, subcontractors, officers, or employees while performing Agreement work, including, but not limited to, security procedures, business operations information, or commercial proprietary information in the possession of the State or Commerce.

    4. Grantee shall not use or disclose any information concerning a recipient of services under this Agreement for any purpose in conformity with State and federal law or regulations except upon written consent of the recipient, or his responsible parent or guardian when authorized by law, if applicable.

    5. When Grantee has access to Commerce’s network and/or applications, to fulfill Grantee’s obligations under this Agreement, Grantee shall abide by all applicable Commerce Information Technology Security procedures and policies. Grantee (including its employees, subcontractors, agents, or any other individuals to whom Grantee exposes confidential information obtained under this Agreement), shall not store, or allow to be stored, any confidential information on any portable storage media (e.g., laptops, thumb drives,

       hard drives, etc.) or peripheral device with the capacity to hold information. Failure to strictly comply with this provision shall constitute a breach of Agreement.

    6. Grantee shall immediately notify Commerce in writing when Grantee, its employees, agents, or representatives become aware of an inadvertent disclosure of Commerce’s unsecured confidential information in violation of the terms of this Agreement. Grantee shall report to Commerce any Security Incidents of which it becomes aware, including incidents sub-contractors or agents reported to Grantee. For purposes of this Agreement, “Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of Commerce information in Grantee’s possession or electronic interference with Commerce operations; provided, however, that random attempts at access shall not be considered a security incident. Grantee shall make a report to Commerce not more than seven business days after Grantee learns of such use or disclosure. Grantee’s report shall identify, to the extent known: (i) the nature of the unauthorized use or disclosure, (ii) the confidential information used or disclosed, (iii) who made the unauthorized use or received the unauthorized disclosure, (iv) what Grantee has done or shall do to mitigate any detrimental effect of the unauthorized use or disclosure, and (v) what corrective action Grantee has taken or shall take to prevent future similar unauthorized use or disclosure. Grantee shall provide such other information, including a written report, as Commerce’s Information Security Manager requests.

    7. If a breach of security concerning confidential personal information involved with this Agreement occurs, Grantee shall comply with section 501.171, F.S., as applicable. When notification to affected persons is required under this section of the statute, Grantee shall provide that notification, at Grantee’s sole expense, but only after receipt of Commerce’s written approval of the contents of the notice. If requested by Commerce, Grantee will include credit monitoring services at Grantee’s sole expense for those individuals affected or potentially affected by a breach of security for a two-year period following the breach. For purposes of this Agreement, “breach of security” or “breach” means the unauthorized access of data in electronic form containing personal information, as defined in section 501.171, (1)(a), F.S. Good faith acquisition of personal information by an employee or agent of Grantee is not a breach, provided the information is not used for a purpose unrelated to Grantee’s obligations under this Agreement or is not subject to further unauthorized use.

       
       

20. WARRANTY OF ABILITY TO PERFORM: Grantee warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish Grantee’s ability to satisfy its Agreement obligations. Grantee shall immediately notify Commerce in writing if its ability to perform is compromised in any manner during the term of this Agreement.

21. PATENTS, COPYRIGHTS, AND ROYALTIES:

    
    

    1. All legal title and every right, interest, claim or demand of any kind, in and to any patent, trademark or copyright, or application for the same, or any other intellectual property right to, the work developed or produced under or in connection with this Agreement, is the exclusive property of Commerce to be granted to and vested in the Florida Department of State for the use and benefit of the state; and no person, firm or corporation shall be entitled to use the same without the written consent of the Florida Department of State. Any contribution by Grantee or its employees, agents or contractors to the creation of such works shall be considered works made for hire by Grantee for Commerce and, upon creation, shall be owned exclusively by Commerce. To the extent that any such works may not be considered works made for hire for Commerce under applicable law, Grantee agrees, upon creation of such works, to automatically assign to Commerce ownership, including copyright interests and any other intellectual property rights therein, without the necessity of any further consideration.

    2. If any discovery or invention arises or is developed in the course or because of work or services performed with funds from this Agreement, Grantee shall refer the discovery or invention to Commerce who will refer it to the Department of State to determine whether patent protection will be sought in the name of the State of Florida.

    3. Where activities supported by this Agreement produce original writings, sound recordings, pictorial reproductions, drawings or other graphic representations and works of any similar nature, Commerce has the right to use, duplicate, and disclose such materials in whole or in part, in any manner, for any purpose whatsoever and to allow others acting on behalf of Commerce to do so. Grantee shall give Commerce written

       notice when any books, manuals, films, websites, web elements, electronic information, or other copyrightable materials are produced.

    4. Notwithstanding any other provisions herein, in accordance with section 1004.23, F.S., a state university is authorized in its own name to perform all things necessary to secure letters of patent, copyrights, and trademarks on any works it produces. Within 30 calendar days of same, the president of a state university shall report to the Department of State any such university’s action taken to secure or exploit such trademarks, copyrights, or patents in accordance with section 1004.23(6), F.S.

       
       

22. INDEPENDENT CONTRACTOR STATUS: In Grantee’s performance of its duties and responsibilities under this Agreement, it is mutually understood and agreed that Grantee is always acting and performing as an independent contractor. Commerce shall neither have nor exercise any control or direction over the methods by which Grantee shall perform its work and functions other than as provided herein.

    1. Nothing in this Agreement is intended to or shall be deemed to constitute a partnership or joint venture between the Parties.

    2. Except where Grantee is a state agency, Grantee, its officers, agents, employees, subcontractors, and assignees, in performance of this Agreement shall act in the capacity of an independent contractor and not as an officer, employee, or agent of the State of Florida. Nor shall Grantee represent to others that, as Grantee, it has the authority to bind Commerce unless specifically authorized to do so.

    3. Except where Grantee is a state agency, neither Grantee, nor its officers, agents, employees, subcontractors, or assignees are entitled to state retirement or state leave benefits, or to any other compensation of state employment because of performing the duties and obligations of this Agreement.

    4. Grantee shall take such actions as may be necessary to ensure that each subcontractor will be deemed to be an independent contractor and will not be considered or permitted to be an agent, employee, joint venturer, or partner of the State of Florida.

    5. Unless justified by Grantee, and agreed to by Commerce in Exhibit A, SCOPE OF WORK, Commerce will not furnish services of support (e.g., office space, office supplies, telephone service, secretarial, or clerical support) to Grantee or its subcontractor or assignee.

    6. Commerce shall not be responsible for withholding taxes with respect to Grantee’s compensation hereunder. Grantee shall have no claim against Commerce for vacation pay, sick leave, retirement benefits, social security, workers’ compensation, health or disability benefits, reemployment assistance benefits, or employee benefits of any kind. Grantee shall ensure that its employees, subcontractors, and other agents, receive benefits and necessary insurance (health, workers’ compensation, reemployment assistance benefits) from an employer other than the State of Florida.

    7. At all times during this Agreement, Grantee shall comply with the reporting and Reemployment Assistance contribution payment requirements of chapter 443, F.S.

       
       

23. ELECTRONIC FUNDS TRANSFER: Within 30 calendar days of the date the last Party has signed this Agreement, Grantee shall enroll in Electronic Funds Transfer (EFT) from the State’s Chief Financial Officer. Copies of the Authorization form and a sample blank enrollment letter can be found on the vendor instruction page at: https://www.myfloridacfo.com/Division/AA/Vendors/. Questions should be directed to the EFT Section at (850) 413-5517. Once enrolled, EFT shall make invoice payments.

24. MODIFICATION: If, in Commerce’s sole and absolute determination, changes to this Agreement are necessitated by law or otherwise, Commerce may at any time, with written notice of all such changes to Grantee, modify this Agreement within its original scope and purpose. Grantee shall be responsible for any due diligence necessary to determine the impact of the modification. Any modification of this Agreement Grantee requested must be in writing and duly signed by all Parties be enforceable.

    
    

25. TIME IS OF THE ESSENCE: Time is of the essence regarding Grantee’s performance of obligations set forth in this Agreement. Any additional deadlines for performance for Grantee’s obligation to timely provide deliverables under this Agreement including but not limited to timely submittal of reports, are contained in Exhibit A, SCOPE OF WORK, and shall be strictly construed.

26. CONSTRUCTION; INTERPRETATION: The title of and the section and paragraph headings in this Agreement are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions of this Agreement. The term “this Agreement” means this Agreement together with all Exhibits hereto, as the same may from time to time be amended, modified, supplemented, or restated in accordance with the terms hereof. The use in this Agreement of the term “including” and other words of similar import mean “including, without limitation” and where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit, or restrict in any manner the construction of the general statement to which it relates. The word “or” is not exclusive and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole, including any Exhibits, and not to any particular section, subsection, paragraph, subparagraph, or clause contained in this Agreement. The use herein of terms importing the singular shall also include the plural, and vice versa. The reference to an agreement, instrument or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and the reference to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. All references to “$” shall mean United States dollars. The recitals of this Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Agreement and the Parties. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

    
    

27. TERMINATION: Commerce may terminate this Agreement if:

    1. Commerce determines in its sole and absolute discretion that it is in the State’s interest to do

       so;

    2. Grantee breaches any of its representations, warranties, covenants, or other obligations in this

       Agreement in any material respect;

    3. Grantee or any of its employees or agents commits fraud or willful misconduct in connection with this Agreement, the Proposal, or the transactions contemplated hereby and thereby;

    4. Funds to finance this Agreement become unavailable or if federal or state funds upon which this Agreement is dependent are withdrawn or redirected, Commerce may terminate this Agreement upon no less than 24-hour written notice to Grantee. Commerce shall be the final authority as to the availability of funds. If this Agreement is terminated pursuant to this provision, Grantee will be paid for any work satisfactorily completed prior to notification of termination;

    5. Grantee institutes or consents to the institution of any bankruptcy or insolvency proceeding, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, or similar officer is appointed without the application or consent of such person or entity and the appointment continues undischarged or unstayed for 60 calendar days; or any bankruptcy or insolvency proceeding relating to Grantee or to all or any material part of its property is instituted without the consent of Grantee and Grantee fails to challenge such proceeding or such proceeding is challenged but continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding;

    6. Grantee becomes unable to pay its debts as they become due, admits in writing its inability to pay its debts, fails generally to pay its debts as they become due, or if any writ or warrant of attachment or execution or similar process is issued or levied against all of any significant part of Grantee’s property, or Grantee otherwise becomes insolvent; or

    7. A preponderance of evidence that Grantee is not proceeding with the Project, including, without limitation, a decision by Grantee not to proceed with the Project, including upon receipt by Commerce of Grantee’s written request to terminate this Agreement (a. through g. collectively, the “Termination Events”).

    8. Notwithstanding anything in this Agreement to the contrary, if Commerce exercises its right to terminate this Agreement as the result of the occurrence of a Termination Event, any reimbursement payments that have not been disbursed to Grantee, including any payment that has been authorized and not yet disbursed, shall be immediately forfeited and Grantee shall return funds within 30 calendar days of the

       termination of this Agreement. All work in progress on Florida Department of Transportation right-of-way will become the property of the Florida Department of Transportation and will be turned over promptly by Grantee. The rights and remedies of Commerce in this clause are in addition to any other rights and remedies provided by law or under this Agreement. Grantee shall not furnish any product after it receives the notice of termination, except as Commerce specifically instructs Grantee in writing. Grantee shall not be entitled to recover any cancellation charges or lost profits.

       
       

28. DISPUTE RESOLUTION: Unless otherwise stated in Exhibit A, SCOPE OF WORK, Commerce shall decide disputes concerning the performance of this Agreement, and Commerce shall serve written notice of same to Grantee. Commerce’s decision shall be final and conclusive unless within 21 calendar days from the date of receipt, Grantee files with Commerce a petition for administrative hearing. Commerce’s final order on the petition shall be final, subject to any right of Grantee to judicial review pursuant to chapter 120.68, F.S. Exhaustion of administrative remedies is an absolute condition precedent to Grantee’s ability to pursue any other form of dispute resolution; provided however, that the Parties may employ the alternative dispute resolution procedures outlined in chapter 120, F.S.

    
    

29. INDEMNIFICATION: (NOTE: If Grantee is a state agency or subdivision, as defined in section 768.28(2), F.S., then pursuant to section 768.28(19), F.S., neither Party provides indemnification or assumes any liability for the other Party for the other Party’s negligence. However, the Grantee will require all of its contractors to provide indemnification as set forth.)

    1. Grantee shall be fully liable for the actions of its agents, employees, partners, and subcontractors and shall fully indemnify, defend, and hold harmless the State and Commerce, and their officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys’ fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Grantee, its agents, employees, partners, or subcontractors; provided, however, that Grantee shall not indemnify, defend, and hold harmless the State and Commerce, and their officers, agents, and employees for that portion of any loss or damages caused exclusively by Commerce of the State’s negligent act or omission.

    2. Further, Grantee shall fully indemnify, defend, and hold harmless the State and Commerce from any suits, actions, damages, and costs of every name and description, including attorneys’ fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right; provided, however, that the foregoing obligation shall not apply to Commerce’s misuse or modification of Grantee’s products or Commerce’s operation or use of Grantee’s products in a manner not contemplated by this Agreement. If any product is the subject of an infringement suit, or in Grantee’s opinion is likely to become the subject of such a suit, Grantee may, at Grantee’s sole expense, procure for Commerce the right to continue using the product or to modify it to become non-infringing. If Grantee is not reasonably able to modify or otherwise secure for Commerce the right to continue using the product, Grantee shall remove the product and refund Commerce the amounts paid more than a reasonable fee, as determined by Commerce in its sole and absolute discretion, for past use. Commerce shall not be liable for any royalties.

    3. Grantee’s obligations under the two immediately preceding paragraphs above, with respect to any legal action are contingent upon the State or Commerce giving Grantee: (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Grantee’s sole expense, and (3) assistance in defending the action at Grantee’s sole expense.

    4. Grantee expressly assumes any and all liability for payment to its agents, employees, contractors, subcontractors, consultants, and subconsultants, as applicable, and shall indemnify, defend, and hold Commerce harmless from any suits, actions, damages, and costs of every name and description, including attorneys’ fees, arising from or relating to any denial or reduction of any invoice submitted by Grantee to Commerce for reimbursement for costs under this Agreement where Commerce is imposing the financial consequences stated herein.

    5. Grantee shall include the following indemnification in all contracts with contractors, subcontractors, consultants, and subconsultants, who perform work in connection with this Agreement:

       “The contractor/subcontractor/consultant/subconsultant shall indemnify, defend, save and hold harmless the Florida Department of Commerce and all of its officers, agents, and employees from all suits, actions, claims, demands, liability of any nature whatsoever arising

       out of, because of, or due in part or whole to any negligent act or occurrence of omission or commission of the contractor/subcontractor/ consultant/subconsultant, its officers, agents or employees.”]

       
       

30. LIMITATION OF LIABILITY: For all claims against Grantee under this Agreement, and regardless of the basis on which the claim is made, Grantee’s liability under this Agreement for direct damages shall be limited to the greater of $300,000 or two times the total dollar amount of this Agreement. This limitation shall not apply to claims arising under the INDEMNIFICATION Section of this Agreement. Unless otherwise specifically enumerated in this Agreement or in the purchase order, Commerce shall not be liable to another for special, indirect, punitive, or consequential damages, including lost data or records (unless this Agreement or purchase order requires Grantee to back-up data or records), even if Commerce has been advised that such damages are possible. Commerce shall not be liable for lost profits, lost revenue, or lost institutional operating savings. The State and Commerce may, in addition to other remedies available to them at law or equity and upon notice to Grantee, retain such monies from amounts due Grantee as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them. The State or Commerce may set off any liability or other obligation of Grantee or its affiliates to the State or Commerce against any payments due Grantee under any Agreement with the State or Commerce.

31. PRESERVATION OF REMEDIES; SEVERABILITY; RIGHT TO SET-OFF. No delay or

    omission to exercise any right, power, or remedy accruing to either Party upon breach or default by either Party under this Agreement, will impair any such right, power, or remedy of either Party; nor will such delay or omission be construed as a waiver of any breach or default or any similar breach or default. If any term or provision of this Agreement is found to be illegal, invalid, or unenforceable, such term or provision will be deemed stricken, and the remainder of this Agreement will remain in full force and effect. Commerce and the State shall have all of its common law, equitable and statutory rights of set-off, including, without limitation, the State’s option to withhold for the purposes of set-off any moneys due to Grantee under this Agreement up to any amounts due and owing to Commerce with respect to this Agreement, any other contract with any State department or agency, including any contract for a term commencing prior to the term of this Agreement, plus any amounts due and owing to the State for any other reason. The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the State or its representatives.

32. FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE: Neither Party

    shall be liable to the other for any delay or failure to perform under this Agreement if such delay or failure is neither the fault nor the negligence of the Party or its employees or agents and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Party’s control, or for any of the foregoing that affects subcontractors or suppliers if no alternate source of supply is available. However, if a delay results from the foregoing causes, the Party shall take all reasonable measures to mitigate the resulting delay or disruption in the Party’s performance obligation under this Agreement. If the delay is excusable under this FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE Section, the delay will not result in any additional charge or cost under this Agreement to either Party. In the case of any delay Grantee believes is excusable under this FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE Section, Grantee shall notify Commerce in writing of the delay or potential delay and describe the cause of the delay either: (1) within 10 calendar days after the cause that creates or will create the delay first arose, if Grantee could reasonably foresee that a delay could occur as a result; or (2) within five

    (5) calendar days after the date Grantee first had reason to believe that a delay could result, if the delay is not reasonably foreseeable. THE FOREGOING SHALL CONSTITUTE GRANTEE’S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing timely notice in strict accordance with this FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE Section is a condition

    precedent to such remedy. Commerce, in its sole discretion, will determine if the delay is excusable under this FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE Section and will notify Grantee of its decision in writing. No claim for damages, other than for an extension of time, shall be asserted against Commerce. Grantee shall not be entitled to an increase in this Agreement price or payment of any kind from Commerce for direct, indirect, consequential, impact, or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency arising because of delay, disruption, interference, or hindrance

    from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE Section, after the causes have ceased to exist, Grantee shall perform at no increased cost, unless Commerce determines, in its sole discretion, that the delay will significantly impair the value of this Agreement to Commerce or the State, in which case, Commerce may do any or all of the following: (1) accept allocated performance or deliveries from Grantee; provided, that Grantee grants preferential treatment to Commerce with respect to products or services subjected to allocation; (2) purchase from other sources (without recourse to and by Grantee for the related costs and expenses) to replace all or part of the products or services that are the subject of the delay, which purchases may be deducted from this Agreement quantity; or (3) terminate this Agreement in whole or in part.

    
    

33. ATTORNEYS’ FEES; EXPENSES: Except as set forth otherwise herein, each of the Parties shall pay its own attorneys’ fees and costs in connection with the execution and delivery of this Agreement and the transactions contemplated hereby.

34. ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement embodies the entire agreement of the Parties with respect to the subject matter hereof. There are no provisions, terms, conditions, or obligations other than those contained in this Agreement; and this Agreement supersedes all previous communications, representations, or agreements, either verbal or written, between the Parties. Excluding the specific provisions of Section 24, MODIFICATIONS, hereinabove allowing Commerce in Commerce’s sole and absolute determination to make unilateral changes to this Agreement, no amendment will be effective unless reduced to writing and signed by an authorized officer of Grantee and the authorized agent of Commerce. No waiver by a Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

    
    

35. AUTHORITY OF GRANTEE’S SIGNATORY: Upon execution, Grantee shall return the executed copies of this Agreement in accordance with the instructions Commerce provided along with documentation confirming and certifying that the below signatory has authority to bind Grantee to this Agreement as of the date of execution. Such documentation may be in the form of a legal opinion from Grantee’s attorney, Grantee’s Certificate of Status, Grantee’s resolutions specifically authorizing the below signatory to execute this Agreement, Grantee’s certificates of incumbency, or any other reliable documentation demonstrating such authority, which shall be incorporated by reference into this Agreement. Commerce may, at its sole and absolute discretion, request additional documentation related to the below signatory’s authority to bind Grantee to this Agreement.

36. COUNTERPARTS: This Agreement and amendments to this Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

    
    

37. CONTACT INFORMATION AND NOTICES:

    1. Except as otherwise specifically provided in this Agreement, the contact information provided in accordance with this section shall be used by the Parties for all communications under this Agreement. Where the term “written notice” is used to specify a notice requirement herein, said notice shall be deemed to have been given: (i) when personally delivered; (ii) when transmitted via facsimile with confirmation of receipt or email with confirmation of receipt if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid); (iii) the day following the day (except if not a business day then the next business day) on which the same has been delivered prepaid to a recognized overnight delivery service; or (iv) the third business day following the day on which the same is sent by certified or registered mail, postage prepaid, with return receipt.

    2. If any information provided herein changes, including the designation of a new Agreement Manager, after the execution of this Agreement, the Party making such change will notify all other Parties in writing of such change. Such changes shall not require a formal amendment to this Agreement.

Grantee’s Payee: Grantee’s Agreement Manager:

Commerce’s Agreement Manager:

Sasha Pennywell

107 E. Madison St. MSC-80 Tallahassee, FL 32399

850-717-8981

sasha.pennywell@commerce.fl.gov

[The remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF, and in consideration of the mutual covenants set forth above and in the exhibits attached hereto and incorporated herein, the Parties’ duly authorized officials sign this Agreement.

Approved as to form and legal sufficiency, subject only to full and proper execution by the Parties.

OFFICE OF GENERAL COUNSEL FLORIDA DEPARTMENT OF COMMERCE

By:                                                 Approved Date:                       

Exhibit A SCOPE OF WORK

1. PROJECT DESCRIPTION: Section 288.101, F.S., established the Florida Job Growth Grant Fund (the “Program”) to promote economic opportunity by improving public infrastructure and enhancing workforce training. Funds provided pursuant to this Agreement must be used to support State or local public infrastructure projects that promote economic recovery in specific regions of the state, economic diversification, or economic enhancement in a targeted industry.

   Grantee has been awarded $2,000,000 for the reconstruction and repaving of key roadways, including South Dock Street, and other roads throughout the Port as described in the proposal. South Dock Street reconstruction that includes public infrastructure associated with two railroad crossings, will be the priority, and any remaining funds will be used to rebuild or repave the other port roadways and infrastructure for critical stormwater mitigation improvements. This project strengthens port resiliency and supports economic growth. The improvements will restore the port to full capacity and support future anticipated businesses.

   
   

2. GRANTEE’S RESPONSIBILITIES:

   1. COMMENCEMENT AND TIMELINE.

      1. The Parties’ execution of this Agreement shall be deemed a Notice to Proceed to Grantee for the design phase of the Project which is further delineated in Paragraph b. below.

         Commerce shall not reimburse Grantee for any work performed prior to the Effective Date unless Commerce expressly agrees to do so in a separate writing.

      2. Prior to commencing the construction work described in this Agreement, Grantee shall:

         1. Provide to Commerce’s Agreement Manager one copy of the final signed and sealed design plans, signed and sealed specifications, and final bid documents; and

         2. Request from Commerce’s Agreement Manager a Notice to Proceed.

            Commerce shall not reimburse Grantee for any construction work performed prior to the issuance of the Notice to Proceed.

      3. Physical construction work on the Project shall commence on or before June 30, 2026, (the “Commencement Date”), unless terminated earlier. Commerce shall have the immediate right to terminate this Agreement if Grantee fails to commence the construction of the Project by the Commencement Date and provide evidence of the same to Commerce upon Commerce’s request to Commerce’s satisfaction. If construction in connection with the Project does not commence within two (2) years of the Effective Date, Commerce may immediately terminate this Agreement.

      4. Notwithstanding anything in this Agreement to the contrary, any funds not expended under this Agreement by December 31, 2026, (the “Expend by Date”) shall be forfeited and shall revert to Commerce. For the purposes of this Agreement, expended means when Grantee’s funds for allowable costs for goods or services, have cleared the Grantee’s banking institution.

   2. DESIGN, PERMITS, APPROVALS, AND CONSTRUCTION STANDARDS.

      1. Grantee shall undertake the design, construction, and Consultant Construction Engineering Inspection (“CCEI”) or Construction Manager at Risk (“CMAR”) of the Project in accordance with all applicable federal, state and local statutes, rules and regulations, including any other applicable standards and specifications. A professional engineer, registered in Florida, shall provide the certification that all design and construction for the Project meets the minimum construction standards established by Grantee.

      2. Grantee shall certify to Commerce that Grantee’s design consultant and/or construction contractor has secured the necessary permits, including but not limited to, building permits. Grantee shall provide to Commerce certification and a copy of appropriate documentation substantiating that all required right-of-way necessary for the Project have been obtained. If Grantee fails to provide each required certification to Commerce on or before the Commencement Date, Commerce may, in its sole and absolute discretion, terminate this Agreement.

      3. Grantee shall provide to Commerce its written notification of either its intent to:

         1. Award the construction of the Project to a licensed contractor which is the lowest, responsive, and responsible bidder in accordance with applicable State and federal statutes, rules, and regulations. Grantee shall then submit a copy of the bid tally sheet(s) and awarded bid contract; or

         2. Construct the Project utilizing existing Grantee employees, whose qualifications have been reviewed and approved by Commerce, if Grantee can complete said Project within the time frame delineated in Section 1 of this Agreement.

      4. If the Project is procured pursuant to chapter 255, F.S., for construction services and at the time of the competitive solicitation for the Project fifty percent (50%) or more of the cost of the Project is to be paid from state-appropriated funds, then Grantee must comply with the requirements of sections 255.0991 and 255.0992, F.S.

      5. Grantee is responsible for the preparation of all design plans for the Project. Grantee shall hire a qualified consultant for the design phase of the Project using Grantee’s normal procurement procedures to perform the design services for the Project.

      6. Grantee shall hire a licensed contractor using Grantee’s normal bid procedures to perform the construction work for the Project.

      7. Grantee shall hire a qualified CCEI or CMAR to perform construction oversight including the obligation to assure that all verification testing is performed in accordance with, when applicable, the current Florida Department of Transportation’s Standard Specifications for Road and Bridge Construction (“Standard Specifications”), as amended from time to time. Commerce shall have the right, but not the obligation, to perform independent assurance testing during construction of the Project. The CCEI or CMAR firm may not be the same firm as that of the Engineer of Record for the Project.

      8. Grantee shall require Grantee’s contractor to post a payment and performance bond in accordance with section 337.18(1), F.S. and as set forth in the Standard Specifications.

      9. Grantee shall carry or require its contractor/subcontractor/consultant/subconsultant to carry and keep in force during the period of this Agreement insurance as set forth in section 18 of the Agreement. Grantee must provide or cause its contractor to provide the greater of the insurance coverage as set forth in section 18 of the Agreement or insurance coverage in accordance with Section 7-13 of the Standard Specifications.

      10. Grantee shall be responsible for ensuring that the construction work under this Agreement is performed in accordance with the approved construction documents, the Standard Specifications, and that it meets any other applicable standards.

      11. Grantee must expend funds provided pursuant to this Agreement in a timely manner and solely for the purpose of the approved Project. Grantee shall not use the funds for mitigation, the installation or relocation of utilities, for any legal action against the State or Commerce, or costs associated with preparation of the Proposal.

      12. Upon completion of the work authorized by this Agreement, Grantee shall notify Commerce in writing of the completion of construction of the Project; and for all design work that originally required certification by a Professional Engineer, this notification shall contain an Engineers Certification of Compliance, signed and sealed by a Professional Engineer, the form of which is attached hereto as Exhibit E. The certification shall state that work has been constructed in compliance with the Project design plans and specifications. If any deviations are found from the approved plans, the certification shall include a list of all deviations along with an explanation that justifies the reason to accept each deviation. All deviations shall have had prior written approval from Commerce in advance of the deviation being constructed.

      13. Upon completion of the Project, Grantee shall be responsible for the perpetual maintenance of the facilities on its system that are constructed under this Agreement. The terms of this provision shall survive the termination of this Agreement and may be enforced by Commerce.

   3. RETURN ON INVESTMENT. Grantee’s failure to meet the Return-on-Investment criteria set forth herein will result in the additional financial consequences set forth in Section 5, below.

      1. Grantee shall certify that a private capital investment (excluding the acquisition or leasing of real property) of at least $2,000,000 has been made and paid for by private businesses at the location of the Project or in connection with the Project, calculated as set forth in section 13 of this Scope of Work,

         after the Effective Date and on or before December 31st of the year on which the 10 year anniversary of the Expend by Date falls (such date, the “Capital Investment Date”).

      2. Grantee shall certify that at least 300 New Jobs have been created as a result of the Project, calculated as set forth in Section 13 of this Scope of Work, after the Effective Date and on or before December 31st of the year on which the ten (10) year anniversary of the Expend by Date falls (such date, the “Job Creation Date”).

      3. Grantee shall certify that 400 Retained Jobs have been retained as a result of the Project, calculated as set forth in Section 13 of this Scope of Work.

   4. COMPLETION OF CONSTRUCTION: Grantee shall

      1. Design, Engineering, and Permits

         1. Complete project design in a manner consistent with the description in Section 1 of this Scope of Work.

         2. Obtain any local or state permits required for the project, including any necessary permits from the local Water Management District, the Florida Department of Transportation or the Florida Department of Environmental Protection.

         3. Mitigation of stormwater as required for the project per Section 311.106, F.S.

      2. Construction

         1. Complete construction phase, construction inspection and management services.

         2. Repave or rebuild South Dock Street as described in Section 1 of this Scope of Work.

         3. Repave or rebuild ancillary roadways along North Dock Steet, South Dock Street, National Street, Del Monte Way, Tampa Bay Way, Eastern Avenue or Piney Point Road if there are remaining grant funds.

3. COMMERCE’S RESPONSIBILITIES: Commerce shall monitor progress, review reports, conduct site visits, as Commerce determines necessary at Commerce’s sole and absolute discretion, and process payments to Grantee.

   
   

4. DELIVERABLES: Grantee shall provide the following services as specified:

   
   

   Deliverable No. 1: Design, Engineering, and Permits
   Tasks	Minimum Level of Service	Financial Consequences
   Grantee shall complete design, engineering and permitting activities as described in 2.b and 2.d.1 of this Scope of Work.	Grantee may be allowed reimbursement upon 30%, 60%, 90%, and 100% completion of design plans and permitting in accordance with sections 2.b and 2.d.1 of this Scope of Work, evidenced by submission to Commerce’s Agreement Manager of copies (in digital or hard copy format) of final design plans and permits.	Failure to meet the minimum level of service for this Deliverable shall result in non-payment. Any funds not expended under this agreement by June 30, 2026, shall be forfeited and shall revert to Commerce.
   DELIVERABLE NOT TO EXCEED: $369,000
   Deliverable No. 2: Construction
   Tasks	Minimum Level of Service	Financial Consequences

   Grantee shall complete the infrastructure activities as described in Section 2.d.2 of this Scope of Work.	Grantee may be allowed reimbursement upon completion of construction activities in accordance with section 2.d.2 of this Scope of Work in the following increments: 10%, 20%, 30%, 40%, 50%, 60%, 70%, 80%, 90%, and 100%. Progress shall be evidenced by submission of the following documentation: Section 7 of this Scope of Work.	Failure to meet the minimum level of service for this Deliverable shall result in non-payment. Any funds not expended under this Agreement by December 31, 2026, shall be forfeited and shall revert to Commerce.
   DELIVERABLE NOT TO EXCEED: $1,631,000
   TOTAL AMOUNT NOT TO EXCEED $2,000,000

   1. Completed AIA Forms G702 and G703, or their substantive equivalents as approved by Commerce, signed by a licensed professional certifying to the percentage of project completion;

   2. Photographs of project in progress; and

   3. Invoice package in accordance with

   
   

   Cost Shifting: deliverable amounts specified within the Deliverables section above are established based on the Parties' estimation of sufficient delivery of services fulfilling grant purposes under the Agreement in order to designate payment points during the Agreement Period; however, this is not intended to restrict Commerce's ability to approve and reimburse allowable costs, incurred by Grantee in providing the deliverables herein. Prior written approval from Commerce's Agreement Manager is required for changes to the above Deliverable amounts that do not exceed ten percent (10%) of each deliverable total funding amount. Changes that exceed ten percent (10%) of each deliverable total funding amount will require a formal written amendment, as described in Section 24., of the Agreement. Regardless, in no event shall Commerce reimburse costs of more than the total amount of this Agreement.

5. Financial Consequences: The following financial consequences apply under the following circumstances:

   
   

   1. RETURN ON INVESTMENT. If Grantee does not satisfy the requirements set forth in Section 2(c)(1) of this Scope of Work, then Commerce may demand, and Grantee shall repay to the State, a prorated amount of forty percent (40%) of the total award under this Agreement. If Grantee does not satisfy the requirements set forth in Section 2(c)(2) and (3) of this Scope of Work, then Commerce may demand, and Grantee must repay to the State, a prorated amount of one hundred percent (100%) of the total award under this Agreement. If Grantee has not received reimbursement for the total amount of funds available under this Agreement, then Commerce will reduce the total award amount under this Agreement by an amount equal to such sanction, and Grantee shall only be required to repay out of Grantee’s funds the difference thereon. Commerce has the right, in its sole discretion, to demand repayment of all funds provided to Grantee under this Agreement if Grantee has not met all the performance requirements set forth herein as of the Expiration Date or the date this Agreement is otherwise terminated. If Commerce makes such a demand for repayment, Grantee shall remit funds to Commerce within 24 months of such demand. In addition to any other remedies available to Commerce, in the event that Grantee fails to remit such funds to Commerce within 24 months of such demand, then the amounts due from Grantee will accumulate interest from the date of such demand until the repayment. Commerce will calculate interest based on a 365-day year using a fixed annual

      rate equal to 500 basis points over the “Prime Rate” as reported in The Wall Street Journal on the Effective Date. Commerce shall calculate interest based on the number of days elapsed after the 24th month and until the day Grantee makes repayment. Notwithstanding anything in Sections 4 and 5 of this Scope of Work to the contrary, in no event shall the aggregate financial consequences imposed pursuant to Sections 4 and 5 of this Scope of Work exceed the total award under this Agreement plus interest, if any, as determined pursuant to this Section 5.

      
      

   2. Grantee shall only be eligible for its pro rata costs relative to its timely completion of the Project, and Commerce shall withhold the remainder until the earlier of Grantee’s realization of timely performance under the work schedule, or completion of the Project. For example, if Grantee submits an invoice for reimbursement for $100,000 and the project is behind schedule by 10%, then Grantee shall only be reimbursed for $90,000, and the remaining $10,000 will be withheld.

      
      

   3. Notwithstanding anything in this Scope of Work to the contrary, subject to the terms and conditions of this Section 5(c), Commerce hereby grants to Grantee the one-time right, privilege, and option (the “Option”) to extend the Expiration Date, the Completion Date, the Job Creation Date, and the Capital Investment Date by 12 months. In the event that Grantee exercises the Option, within 10 business days of exercising the Option, Grantee shall pay to Commerce a sanction equal to ten percent (10%) of the total award under this Agreement. The Option shall be exercisable in whole but not in part at any time from and after the Effective Date. Grantee may exercise the Option by delivering to Commerce written notice of Grantee’s intention to exercise the Option (an “Exercise Notice”). Upon Commerce’s receipt of an Exercise Notice, the exercise of the Option shall be irrevocable.

6. REPORTING:

   1. Quarterly: Grantee shall report on a quarterly basis all progress relating to the tasks identified in Sections 2.c. and 4. Reporting is due quarterly until expiration date, or Grantee meets full completion of the ROI defined in Section 2.c, whichever comes first. Full completion of section 2.c enacts an administrative close out. Quarterly reports are due to Commerce no later than 30 calendar days after the end of each quarter of the program year and shall be sent each quarter. The ending dates for each quarter of the program year are September 30, December 31, March 31, and June 30. The quarterly report shall include a summary of Project progress, indicating percentage of completion of each task identified in Section 4 and the current status of the return on investment identified in section 2.c. The summary shall also include any issues or events occurring which affect the ability of Grantee to meet the terms of this Agreement.

   2. Minority and Service-Disabled Veteran Business Enterprise Report: Grantee shall provide a Minority and Service-Disabled Veteran Business Enterprise Report with each invoice summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors and material suppliers for that period and the project to date. Grantee shall include the names, addresses, and dollar amount of each certified and non-certified Minority Business Enterprise and Service- Disabled Veteran Enterprise participant. Commerce’s Minority Coordinator can be reached at (850) 245-7471 to answer concerns and questions.

   3. Close-out Report: No later than 60 calendar days after this Agreement ends or is terminated, Grantee shall provide copies of all paid invoices to document completed work.

   4. Follow-up Reports: By no later than January 31st of the year immediately following the year on which the 10 year anniversary of the Expend by Date falls, Grantee shall provide Commerce with a written certification of the actual number of New Jobs created by each business as a result of the Project (including the name of each business), Retained Jobs retained by each business as a result of the Project (including the name of each business) (if applicable), and the amount of private capital investment made

      and paid for by private businesses at the location of the Project or in connection with the Project after the Effective Date (including the name of each business). This paragraph will survive termination of this Agreement.

7. INVOICE SUBMITTAL AND PAYMENT SCHEDULE: Commerce shall pay Grantee in accordance with the following schedule in the amount identified per deliverable in Section 4 above. The deliverable amount specified does not establish the value of the deliverable. In accordance with the Funding Requirements of section 215.971(1), F.S., and Section 5 of this Agreement, Grantee and its subcontractors may only expend funding under this Agreement for allowable costs resulting from obligations incurred during this Agreement. To be eligible for reimbursement, costs must be in compliance with laws, rules, and regulations applicable to expenditures of State funds, including, but not limited to, the Reference Guide for State Expenditures (https://www.myfloridacfo.com/Division/AA/Manuals/documents/ReferenceGuideforStateExpenditures.p df).

   1. Grantee shall provide one invoice per quarter for all services rendered during the applicable period of time.

   2. The following documents shall be submitted with the itemized invoice:

      1. A cover letter signed by Grantee’s Agreement Manager certifying that the costs being claimed in the invoice package: (1) are specifically for the Project represented to the State in the budget appropriation; (2) are for one or more of the components as stated in Section 4, DELIVERABLES, of this SCOPE OF WORK; (3) have been paid; and (4) were incurred during this Agreement;

      2. Grantee’s invoices shall include the date, period in which work was performed, amount of reimbursement, and work completed to date;

      3. A certification by a licensed engineer using AIA forms G702 and G703, or their substantive equivalents as approved by Commerce, certifying that the Project, or a quantifiable portion of the Project, is complete;

      4. Photographs of the project in progress and completed work;

      5. A copy of all supporting documentation for vendor payments;

      6. A copy of the cancelled check(s) specific to the Project; and

      7. A copy of the bank statement that includes the cancelled check or similar documentation approved by Commerce evidencing that Grantee’s funds have cleared the Grantee’s banking institution.

   3. The State may require any other information from Grantee that the State deems necessary to verify that the services have been rendered under this Agreement.

   4. All documentation necessary to support payment requests must be submitted with Grantee’s invoice for Commerce’s review.

      
      

8. FINANCIAL CONSEQUENCES FOR FAILURE TO TIMELY AND SATISFACTORILY

   PERFORM: Failure to complete the deliverables and/or tasks in accordance with the requirements of this Agreement, and as specified above in Section 4, DELIVERABLES, will result in Commerce’s assessment of the specified financial consequences. If appropriate, should the Parties agree in writing to a corrective action plan in lieu of the immediate imposition of financial consequences, the plan shall specify additional financial consequences to be applied after the effective date of the corrective action plan. This provision for financial consequences shall in no manner affect Commerce’s rights under this Agreement, at law, or in equity, including but not limited to, Commerce’s right to terminate this Agreement as provided elsewhere in this Agreement. Grantee’s payment of imposed financial consequences shall be in accordance with applicable provisions of this Agreement, and this Scope of Work.

   The Parties acknowledge and agree that the remedies set forth in Sections 4 and 5 of this Scope of Work constitute liquidated damages and that in the event of a breach of this Scope of Work, the actual damages suffered by Commerce would be unreasonably difficult to determine and that the Parties would not have a convenient and adequate alternative to the liquidated damages set forth in Sections 4 and 5 of this Scope of Work. Each Party further acknowledges and agrees that the liquidated damages provided in Sections 4 and 5 of this Scope of Work bear a reasonable relationship to the anticipated harm that would be caused by any such breach, is a genuine pre-estimate of the damages that Commerce will suffer or incur as a result of any such breach and is not a penalty. Grantee irrevocably waives any right that it may have to raise as a defense that any such liquidated damages are a penalty, excessive, or punitive. The Parties acknowledge that the provisions contained in Sections 4 and 5 of this Scope of Work are an integral part of the transactions contemplated by this Agreement and that without these provisions Commerce would not enter into this Agreement and therefore the Agreement will be treated as void ab initio if the financial consequences or liquidated damages are invalidated.

   
   

9. NOTIFICATION OF INSTANCES OF FRAUD: Upon discovery, Grantee shall report all known or suspected instances of Grantee, or Grantee’s agents, contractors, or employees, operational fraud, or criminal activities to Commerce’s Agreement Manager in writing within 24 hours.

   
   

10. GRANTEE’S RESPONSIBILITIES UPON TERMINATION: If Commerce issues a Notice of Termination to Grantee, except as otherwise specified by Commerce in that notice, Grantee shall: (1) stop work under this Agreement on the date and to the extent specified in the notice; (2) complete performance of such part of the work as shall not have been terminated by Commerce; (3) take such action as may be necessary, or as Commerce may specify, to protect and preserve any property which is in the possession of Grantee and in which Commerce has or may acquire an interest; and (4) upon the effective date of termination of this Agreement, Grantee shall transfer, assign, and make available to Commerce all property and materials belonging to Commerce. No extra compensation will be paid to Grantee for its services in connection with such transfer or assignment.

    
    

11. NON-DISCRIMINATION: Grantee shall not discriminate unlawfully against any individual employed in the performance of this Agreement because of race, religion, color, gender, physical handicap unrelated to such person’s ability to engage in this work, national origin, ancestry, or age. Grantee shall provide a harassment-free workplace, with any allegation of harassment to be given priority attention and action.

12. DISPOSITION OF PROJECT PROPERTY:

    1. Pursuant to the NONEXPENDABLE PROPERTY Section of this Agreement, upon termination of this Agreement, Grantee is authorized to retain ownership of any nonexpendable property purchased under this Agreement; however, Grantee hereby grants to Commerce a right of first refusal in all such property prior to disposition of any such property during its depreciable life, in accordance with the depreciation schedule in use by Grantee. Grantee shall provide written notice of any such planned disposition and await Commerce’s response prior to disposing of the property. “Disposition” as used herein, shall include, but is not limited to, Grantee no longer using the nonexpendable property for the uses authorized herein, the sale, exchange, transfer, trade-in, or disposal of any such nonexpendable property. Commerce, in its sole discretion, may require Grantee to refund to Commerce the fair market value of the nonexpendable property at the time of disposition rather than taking possession of the nonexpendable property.

    2. Grantee shall provide a 90-calendar day advance written notification to Commerce, if during the five- year period following the termination of this Agreement, Grantee proposes to take any action that will impact Grantee’s ownership of this Agreement’s property or modify the use of this Agreement’s property from the purposes authorized herein. If either of these situations arise, Commerce shall have the right, in Commerce’s sole discretion, to demand that Grantee reimburse Commerce for part or all the funding provided to Grantee under this Agreement.

    3. Upon termination of this Agreement, Grantee shall be authorized to retain ownership of the improvements to real property set forth in this Agreement in accordance with the following:

       1. Grantee is authorized to retain ownership of the improvements to real property so long as:

          (1) Grantee is not sold, merged or acquired; (2) the real property subject to the improvements is owned by Grantee; and (3) the real property subject to the improvements is used for the purposes provided in this Agreement.

       2. If within five (5) years of the termination of this Agreement, Grantee is unable to satisfy the requirements stated above, Grantee shall notify Commerce in writing of the circumstances that will result in the deficiency upon learning of it, but no later than 30 calendar days prior to the deficiency occurring. In such event, Commerce shall have the right, within its sole discretion, to demand reimbursement of part or all the funding provided to Grantee under this Agreement.

          
          

13. CRITERIA FOR MEASURING RETURN ON INVESTMENT:

    1. Project Jobs Definitions and Determination. The following definitions and procedures will be used in determining and reporting the number of new jobs created because of the Project.

       1. New  Job – means a full-time salaried employee, or a full-time equivalent (an “FTE”) employee who works at least 35 paid hours per week, created because of the Project. New Jobs may include positions obtained from a temporary employment agency or employee leasing company, through a union agreement, or co-employment under a professional employer organization agreement that result directly from the Project in this state. New Jobs may not include temporary or seasonal jobs associated with cyclical business activities, or to substitute for permanent employees on a leave of absence, or temporary construction jobs related to the Project. In tabulating hours worked, any paid leave an employee takes during the pay period, such as vacation or sick leave, may be included. Jobs only constitute New Jobs if they are created on or after the Effective Date, and only if they result in a net increase in overall employment because of the Project. Jobs are not considered new if they moved from another Florida location to the location of the Project, unless the relocated positions are back-filled with net new-to-Florida full-time-equivalent jobs paying at least the wage of the transferred position(s).

       2. Retained  Jobs – Retained Jobs are jobs that would have been eliminated or relocated to another Florida location or outside of the state, if the Project was not undertaken by Grantee.

       3. Leased Employees – Leased employees may be counted toward Grantee’s jobs requirement if they are engaged to meet an on-going labor requirement directly resulting from the Project. Independent Contractors meeting the criteria of leased employees may also be counted towards Grantee’s job requirement so long as the actual wages paid, excluding expenses, by a business are documented on a form 1099 Miscellaneous Income to the individual person. Unless payments are in substance for individual independent contractors, payments made to limited liability companies or other business entities (identified on the 1099 with a FEIN) generally do not qualify as New Jobs as they relate to the “fee-for-service” arrangement described below. Employees of a business that has entered a fee-for-service contract with a business benefiting from the Project in which the primary purpose of the contract is to perform services (rather than to provide individual employees) are not Project Jobs. Examples of fee-for-service contracts in which the service providers’ employees are generally not considered “New Jobs” include, but are not limited to, mail-room services, janitorial and landscaping services, food-service providers, accounting services provided by independent certified public accounting firms and legal services provided by law firms.

    2. Calculation of Project Jobs. The following methods will be used to determine the number of Project Jobs.

       1. Monthly Head count of Salaried Project Jobs: For salaried Project Jobs, add the monthly totals of salaried full-time jobs and divide by the number of months.

       2. Monthly Average of FTE Project Jobs: For FTE Project Jobs, add the hours worked each month by hourly employees and divide by 151.6 hours (1,820 hours per year divided by 12 months) to calculate the number of FTE Project Jobs. If Grantee uses pay periods of less than one month, total all the reported hours worked by the FTEs during the Performance Certification Period and divide by 1,820 (35 hours x 52 weeks) to determine the average FTE employment for the Period. No individual may be considered more than one FTE regardless of the number of hours worked by such individual.

       3. New Job Calculation – The number of New Jobs created on or after the Effective Date must equal or exceed the number of jobs in existence prior to the Effective Date. The number of New Jobs required to be created in accordance with this Scope of Work for the applicable performance period must exceed the number of existing jobs plus the number of New Jobs created in any performance period.

    3. Determination of Capital Investment. Commerce accepts as capital investment so-called “hard” costs (such as construction and renovations of buildings, and acquisition of equipment) and “soft” costs (such as eligible capitalized labor, architectural and engineering services, and document printing and mailing costs). Eligible capital investment expenditures are those that are ordered/invoiced and paid for on or after the Effective Date and before the Capital Investment Date.

- End of Exhibit A (SCOPE OF WORK) –

Exhibit B

AUDIT REQUIREMENTS

The administration of resources awarded by Commerce to the recipient (herein otherwise referred to as “Grantee”) may be subject to audits and/or monitoring by Commerce as described in this Exhibit B.

MONITORING. In addition to reviews of audits conducted in accordance with 2 CFR 200, Subpart F - Audit Requirements, and section 215.97, Florida Statutes (F.S.), as revised (see AUDITS below), monitoring procedures may include, but not be limited to, on-site visits by Commerce staff, limited scope audits as defined by 2 CFR 200.425, or other procedures. By entering into this agreement, the recipient agrees to comply and cooperate with any monitoring procedures or processes deemed appropriate by Commerce. In the event the Commerce determines that a limited scope audit of the recipient is appropriate, the recipient agrees to comply with any additional instructions provided by Commerce staff to the recipient regarding such audit. The recipient further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Chief Financial Officer (CFO) or Auditor General.

AUDITS.

PART I: FEDERALLY FUNDED. This part is applicable if the recipient is a state or local government or a nonprofit organization as defined in 2 CFR 200.90, 200.64, and 200.70.

1. A recipient that expends $1,000,000 or more in federal awards in its fiscal year must have a single or program-specific audit conducted in accordance with the provisions of 2 CFR 200, Subpart F - Audit Requirements. EXHIBIT 1 to this form lists the federal resources awarded through Commerce by this agreement. In determining the federal awards expended in its fiscal year, the recipient shall consider all sources of federal awards, including federal resources received from Commerce. The determination of amounts of federal awards expended should be in accordance with the guidelines established in 2 CFR 200.502-503. An audit of the recipient conducted by the Auditor General in accordance with the provisions of 2 CFR 200.514 will meet the requirements of this Part.

2. For the audit requirements addressed in Part I, paragraph 1, the recipient shall fulfill the requirements relative to auditee responsibilities as provided in 2 CFR 200.508-512.

3. A recipient that expends less than $1,000,000 in federal awards in its fiscal year is not required to have an audit conducted in accordance with the provisions of 2 CFR 200, Subpart F - Audit Requirements. If the recipient expends less than $1,000,000 in federal awards in its fiscal year and elects to have an audit conducted in accordance with the provisions of 2 CFR 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 recipient resources obtained from other than federal entities).

PART II: STATE FUNDED. This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2), Florida Statutes.

1. In the event that the recipient expends a total amount of state financial assistance equal to or in excess of $750,000 in any fiscal year of such recipient (for fiscal years ending June 30, 2017, and thereafter), the recipient must have a state single or project-specific audit for such fiscal year in accordance with section 215.97, F.S.; Rule Chapter 69I-5, F.A.C., State Financial Assistance; and Chapters 10.550 (local governmental entities) and 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. EXHIBIT 1 to this form lists the state financial assistance awarded through Commerce by this agreement. In determining the state financial assistance expended in its fiscal year, the recipient shall consider all sources of state financial assistance, including state financial assistance received from Commerce, 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. For the audit requirements addressed in Part II, paragraph 1, the recipient shall ensure that the audit complies with the requirements of section 215.97(8), F.S. This includes submission of a financial reporting package as defined by section 215.97(2), F.S., and Chapters 10.550 (local governmental entities) and 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General.

3. If the recipient expends less than $750,000 in state financial assistance in its fiscal year (for fiscal years ending June 30, 2017, and thereafter), an audit conducted in accordance with the provisions of section 215.97, F.S., is not required. If the recipient expends less than $750,000 in state financial assistance in its fiscal year and elects to have an audit conducted in accordance with the provisions of section 215.97, F.S., the cost of the audit must be paid from the nonstate entity’s resources (i.e., the cost of such an audit must be paid from the recipient’s resources obtained from other than state entities).

PART III: OTHER AUDIT REQUIREMENTS.

(NOTE: This part would be used to specify any additional audit requirements imposed by the State awarding entity that are solely a matter of that State awarding entity’s policy (i.e., the audit is not required by Federal or State laws and is not in conflict with other Federal or State audit requirements). Pursuant to Section 215.97(8), Florida Statutes, State agencies may conduct or arrange for audits of state financial assistance that are in addition to audits conducted in accordance with Section 215.97, Florida Statutes. In such an event, the State awarding agency must arrange for funding the full cost of such additional audits.)

PART IV: REPORT SUBMISSION.

1. Copies of reporting packages for audits conducted in accordance with 2 CFR 200, Subpart F - Audit Requirements, and required by Part I of this form shall be submitted, when required by 2 CFR 200.512, by or on behalf of the recipient directly to the Federal Audit Clearinghouse (FAC) as provided in 2 CFR 200.36 and 200.512.

   The FAC’s website provides a data entry system and required forms for submitting the single audit reporting package. Updates to the location of the FAC and data entry system may be found at the OMB website.

2. Copies of financial reporting packages required by Part II of this form shall be submitted by or on behalf of the recipient directly to each of the following:

   
   

   1. Commerce at each of the following addresses:

      
      

      Electronic copies (preferred):	or	Paper (hard copy):
      Audit@Commerce.fl.gov		Department of Commerce
      		MSC # 75, Caldwell Building
      		107 East Madison Street
      		Tallahassee, FL 32399-4126

      
      

   2. The Auditor General’s Office at the following address:

      Auditor General

      Local Government Audits/342 Claude Pepper Building, Room

      401 111 West Madison Street

      Tallahassee, Florida 32399-1450

      The Auditor General’s website (https://flauditor.gov/) provides instructions for filing an electronic copy of a financial reporting package.

3. Copies of reports or the management letter required by Part III of this form shall be submitted by or on behalf of the recipient directly to:

   
   

   Electronic copies (preferred): or Paper (hard copy):

   mailto:Audit@Commerce.fl.gov Department of Commerce MSC # 75, Caldwell Building

   107 East Madison Street Tallahassee, FL. 32399-4126

   
   

4. Any reports, management letters, or other information required to be submitted Commerce pursuant to this agreement shall be submitted timely in accordance with 2 CFR 200.512, section 215.97, F.S., and Chapters 10.550 (local governmental entities) and 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, as applicable.

5. Recipients, when submitting financial reporting packages to Commerce for audits done in accordance with 2 CFR 200, Subpart F - Audit Requirements, or Chapters 10.550 (local governmental entities) and 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, should indicate the date that the reporting package was delivered to the recipient in correspondence accompanying the reporting package.

PART V: RECORD RETENTION. The recipient shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of five (5) years from the date the audit report is issued, or five (5) state fiscal years after all reporting requirements are satisfied and final payments have been received, whichever period is longer, and shall allow Commerce, or its designee, CFO, or Auditor General access to such records upon request without cost. The recipient shall ensure that audit working papers are made available to Commerce, or its designee, CFO, or Auditor General upon request for a period of five (5) years from the date the audit report is issued, unless extended in writing by Commerce. In addition, if any litigation, claim, negotiation, audit, or other action involving the records has been started prior to the expiration of the controlling period as identified above, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the controlling period as identified above, whichever is longer.

- Remainder of Page Intentionally Left Blank –

EXHIBIT 1 to Exhibit B FUNDING RESOURCES

FEDERAL RESOURCES AWARDED TO THE GRANTEE, AS REFERRED TO IN THIS EXHIBIT 1 TO EXHIBIT B AS SUBRECIPIENT, PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING:

COMPLIANCE REQUIREMENTS APPLICABLE TO THE FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS:

1. The Subrecipient shall perform the obligations as set forth in this Agreement, including any attachments or exhibits thereto.

2. The Subrecipient shall comply with Section 603 of the American Rescue Plan Act (March 11, 2021), regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance issued by Treasury regarding these funds.

3. Commerce will provide funds to the Subrecipient by issuing one or more Notice of Subgrant Award / Funds Availability (“NFA”) through Commerce’s Subrecipient Enterprise Resource Application (“SERA”). Each NFA will include specific terms, conditions, assurances, restrictions, or other instructions applicable to the funds provided by the NFA. The Subrecipient shall be governed by all applicable laws, rules, and regulations, including, but not necessarily limited to, those identified in Award Terms & Conditions and Other Instructions of the Subrecipient’s NFA. The Subrecipient shall comply with all terms contained within an NFA as a condition precedent to the receipt of funds and as an ongoing condition to the use and expenditure of the funds.

STATE  RESOURCES  AWARDED  TO  THE  SUBRECIPIENT  PURSUANT  TO  THIS AGREEMENT CONSIST OF THE FOLLOWING:

MATCHING RESOURCES FOR FEDERAL PROGRAMS:

Federal Program: N/A

SUBJECT TO SECTION 215.97, FLORIDA STATUTES:

State Project:

COMPLIANCE  REQUIREMENTS  APPLICABLE  TO  STATE  RESOURCES  AWARDED PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS:

NOTE: Title 45 CFR 75.352 and section 215.97(5), Florida Statutes, require that the information about Federal Programs and State Projects included in Attachment 1 be provided to the Subrecipient.

- Remainder of Page Intentionally Left Blank –

Exhibit C

AUDIT COMPLIANCE CERTIFICATION

Grantee Name:                                                                                               FEIN:                                   Grantee’s Fiscal Year:                                             Contact Person Name and Phone Number:                                                                     Contact Person Email Address:                                                       

1. Did Grantee expend state financial assistance, during its fiscal year, that it received under any agreement (e.g., agreement, grant, memorandum of agreement, memorandum of understanding, economic incentive award agreement, etc.) between Grantee and the Department of Commerce (Commerce)?       Yes         No

   
   

   If the above answer is yes, also answer the following before proceeding to item 2:

   
   

   Did Grantee expend $750,000 or more of state financial assistance (from Commerce and all other sources of state financial assistance combined) during its fiscal year?         Yes           No

   
   

   If yes, Grantee certifies that it will timely comply with all applicable state single or project-specific audit requirements of section 215.97, Florida Statutes, and the applicable rules of the Department of Financial Services and the Auditor General.

2. Did Grantee expend federal awards, during its fiscal year that it received under any agreement (e.g., agreement, grant, memorandum of agreement, memorandum of understanding, economic incentive award agreement, etc.) between Grantee and Commerce?       Yes         No

If the above answer is yes, also answer the following before proceeding to execution of this certification:

Did Grantee expend $1,000,000 or more in federal awards (from Commerce and all other sources of federal awards combined) during its fiscal year?         Yes           No

If yes, Grantee certifies that it will timely comply with all applicable single or program-specific audit requirements of 2 CFR 200, Subpart F, as revised.

By signing below, I certify, on behalf of Grantee, that the above representations for items 1 and 2 are true and correct.

Signature of Authorized Representative Date

Printed Name of Authorized Representative Title of Authorized Representative

EXHIBIT D INTENTIONALLY LEFT BLANK

EXHIBIT E

NOTICE OF COMPLETION AND ENGINEER’S CERTIFICATION OF COMPLIANCE

NOTICE OF COMPLETION

FLORIDA JOB GROWTH GRANT FUND AGREEMENT

Between

THE FLORIDA DEPARTMENT OF COMMERCE

and                             

PROJECT DESCRIPTION:

Commerce Agreement No.

In accordance with the Terms and Conditions of the Florida Job Growth Grant Fund Agreement, the undersigned provides notification that the work authorized by this Agreement is complete as of             

       , 20    .

By:                                                 Name:                                               Title:                                 

ENGINEER’S CERTIFICATION OF COMPLIANCE

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

By:                                         , P.E.

SEAL: Name:                                             Date:                            

Exhibit F

STATE AND FEDERAL STATUTES, REGULATIONS, AND POLICIES

The Grantee agrees to, and, by signing this Agreement, certifies that, it shall comply with all applicable Federal, State, and local laws, regulations, and policies governing the funds provided under this Agreement, including, but not limited to the following:

1. Section 603 of the American Rescue Plan Act (March 11, 2021), regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance issued by Treasury regarding the foregoing.

2. The Grantee also agrees to comply with all other applicable federal statutes, regulations, and executive orders, and The Grantee shall provide for such compliance by other parties in any agreements it enters with other parties relating to this award.

3. Federal regulations applicable to this award include, without limitation, the following:

   1. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR 200, other than such provisions as Treasury may determine are inapplicable to this Award and subject to such exceptions as may be otherwise provided by Treasury. Subpart F - Audit Requirements of the Uniform Guidance, implementing the Single Audit Act, shall apply to this award.

   2. Universal Identifier and System for Award Management (SAM), 2 CFR 25, pursuant to which the award term set forth in Appendix A to 2 CFR 25 is hereby incorporated by reference.

   3. Reporting Subaward and Executive Compensation Information, 2 CFR 170, pursuant to which the award term set forth in Appendix A to 2 CFR 170 is hereby incorporated by reference.

   4. OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 CFR 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 CFR 180, subpart B) that the award is subject to 2 CFR 180 and Treasury's implementing regulation at 31 CFR 19.

   5. Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 CFR 200, Appendix XII to Part 200 is hereby incorporated by reference.

   6. Requirements for Drug-Free Workplace, 31 CFR 20.

   7. New Restrictions on Lobbying, 31 CFR 21.

   8. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.

   9. Generally applicable federal environmental laws and regulations.

      1. Statutes and regulations prohibiting discrimination applicable to this award include, without limitation, the following:

         1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury's implementing regulations at 31 CFR 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance;

         2. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR 200;

         3. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability;

         4. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance;

         5. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury's implementing regulations at 31 CFR 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance; and

         6. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.

4. Hatch Act. Grantee agrees to comply, as applicable, with requirements of the Hatch Act (5 U.S.C. §§ 1501- 1508 and 7324-7328).

5. False Statements. Grantee understands that making false statements or claims in connection with this award is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

6. Publications. Any publications produced with funds from this award must display the following language: "This project [is being] [was] supported, in whole or in part, by federal award number [enter project FAIN] awarded to [name of Recipient] by the U.S. Department of the Treasury."

7. Disclaimer.

   1. The acceptance of this award by the Grantee does not in any way establish an agency relationship between the United States and Grantee.

8. Protections for Whistleblowers.

   1. In accordance with 41 U.S.C. § 4712, Grantee may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. This includes a management official or other employee of the Grantee, contractor, or subcontractor who has the responsibility to investigate, discover, or address misconduct.

   2. Grantee shall inform its employees in writing of the rights and remedies provided under this section, in the predominant native language of the workforce.

9. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Grantee should encourage its contractors to adopt and enforce on-the job seat belt policies and programs for their employees when operating company-owned, rented or personally owned vehicles.

10. Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Grantee should encourage its employees, subrecipients, and contractors to adopt and enforce policies that ban text messaging while driving, and Grantee should establish workplace safety policies to decrease accidents caused by distracted drivers.

- Remainder of Page Intentionally Left Blank –

‌June 12, 2025

CONSENT

AGENDA ITEM 8.F.: INSTALLATION OF EVAPORATORS

BACKGROUND:

On October 17, 2024, the Authority approved the purchase of 30 evaporators for Warehouse 8, which has long been used by tenant Del Monte Fresh Produce for weekly fruit and vegetable imports. The installation of 12 units was completed within the Executive Director’s purchasing threshold. Per Chapter V of the Manatee County Port Authority Procurement Policy, emergency purchases are permitted when essential operations are disrupted. Given the perishable goods stored in Warehouse 8, immediate installation was necessary.

Now that all 30 evaporators have been received, approval is requested for Southwest Florida Mechanical to install the remaining 18 units at a cost of $232,470.

ATTACHMENT:

Southwest Florida Mechanical Quote 110924

COST AND FUNDING SOURCE:

$232,470 of Port cash

CONSEQUENCES IF DEFERRED:

Delay in installation of new evaporators in Warehouse 8

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve the issuance of a purchase order to Southwest Florida Mechanical in the amount of $232,470 for the installation of 18 evaporators in warehouse 8 and ratify the emergency installation of the 12 units at $154,980.

FM

(941)914-4584

OBA Southwest Florida Air & Refrigeration

2357 S Tamiami TRL Ste 3 #231

Venice FL 34293

Bill To

Ship To

I

Recipient Address

Phone

Les Thompson

{813)624-9177

Payment Due Net45

Salesperson Payment Terms

Delivery Date November 8, 2024

Shipping Method

I Shipping Terms

300 Tampa Bay Way 8#1

Palmetto FL, 34221

(941)722-6621

Phone

Manatee CO. Port Authority

Customer Customer ID#

Address

QUOTE # 110924 CMC1251026

Iff

‌June 12, 2025

CONSENT

AGENDA ITEM 8.G.: UNCOLLECTIBLE ACCOUNT BACKGROUND:

In 2015, Gulf Coast Bulk Equipment (now Logistec Gulf Coast LLC, or “LGC”) entered into an agreement with the Authority to share costs for 50% of a five-acre cargo pad. The agreement included a minimum annual guarantee (MAG) for bulk cargo tonnage. Invoice P91571 was issued for $177,744.47 to account for the FY 2023 shortfall in meeting the MAG requirement.

The MAG was originally intended to apply only to cargo placed on the pad. However, LGC interpreted the agreement’s reference to “all bulk cargo” as encompassing all imported cargo. To prevent future misinterpretation, the agreement has since been clarified. The total amount requested for a write-off is $177,744.77.

ATTACHMENT:

N/A

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

N/A

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to approve for write-off in the amount of $177,744.77 on invoice P91571 for the account of Logistec Gulf Coast LLC (customer number B004815).

‌June 12, 2025

CONSENT

AGENDA ITEM 8.H.: RS&H ROADWAY REPAVING AND REBUILDING – SOUTH DOCK STREET

BACKGROUND:

On June 16, 2020, the Authority approved a Professional Services Continuing Contract with RS&H, Inc (RS&H). On April 21, 2025, RS&H submitted (PSA) No. 25-02 in the amount of $405,982 for the repaving and reconstruction of South Dock Street from US 41 to Reeder Road. RS&H will provide pre-construction services and construction phase services for the design and construction of the project, which is fully funded by the Florida Job Growth Infrastructure Grant Agreement.

ATTACHMENT:

Professional Services Authorization (PSA) No. 25-02

COST AND FUNDING SOURCE:

Department of Commerce funding in the amount of $405,982.00

CONSEQUENCES IF DEFERRED:

Delay in approval of professional services

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute Professional Services Authorization (PSA) No. 25-02 to RS&H, Inc. in the amount of $405,982 for repaving of South Dock Street from US 41 to Reeder Road, pending the approval of the Department of Commerce.

PROFESSIONAL SERVICES AUTHORIZATION (PSA) NO. 25-02

Pursuant to the Port Manatee Professional Services Continuing Contract dated June 16, 2020, between the Manatee County Port Authority, hereinafter referred to as the “Authority” and

RS&H, Inc.,

hereinafter referred to as the “Consultant”, the Authority hereby authorizes and the Consultant hereby agrees to perform the hereinafter identified professional services for the project, facility or program identified as:

South Dock Street Paving

The professional services and additional terms hereby authorized by the Authority and agreed to by the Consultant are set forth in the attached proposal dated April 21, 2025, for the above entitled project, facility or program.

The total fees and expenses for these professional services must not exceed:

$405,982.00.

DATED:                   

MANATEE COUNTY PORT AUTHORITY CONTRACT MANAGER

George Isiminger

By:                                         Senior Director of Engineering Executive Director and Construction

CONSULTANT Grant Contract #: G0139

By:                               

Name, Title: Michael S. Dixon / Vice President

If applicable, the Authority has considered and hereby approves this Supplemental Professional Engineering Services Authorization with a quorum present and voting this 12th day of June, 2025.

Attest: MANATEE COUNTY PORT AUTHORITY

By:                                           By:                       

Clerk of the Circuit Court Chairman

SCOPE OF SERVICES

Engineering Services

For

South Dock Street Paving

SEAPORT MANATEE

Manatee County, Florida

PROJECT DESCRIPTION

The Project is repaving of South Dock Street to Reeder Road. RS&H, Inc. (Consultant) will provide pre-construction services and construction phase services for the design and construction of roadway repaving and rebuilding project at SeaPort Manatee (Authority). This project will be issued as a Professional Services Authorization (PSA) to the Consultant under the Port Manatee Professional Services Continuing Contract dated June 16, 2020.

The existing facility consists of two east/west lanes. Horizontal clearances along South Dock Street will be maintained. Work includes identifying utilities in the area including electrical transmission, communications, water, sewer and storm drainage and making necessary adjustments to these utilities for this expansion. Traffic will be maintained during construction.

SECTION 1 – APPLICABLE STANDARDS

All plans and designs furnished by the Consultant are to be prepared with English Units. The current (latest) editions, including updates, of the following manuals and guidelines shall be used as resources and reference materials in the performance of Consultant’s work:

• Manatee County applicable codes and standards.

Listing of the above reference materials and resources is not intended to establish these documents as design standards or criteria to be used on this project. The AUTHORITY may decide which design standards and criteria will be used based on an evaluation of this specific project and other factors, as the AUTHORITY policy may require.

The fee is based on using the current (latest) editions of the manuals and guidelines at the time this agreement is executed.

SECTION 2 – ELECTRONIC FILES

In addition to the number of copies at the submittal phase, the Consultant shall provide electronic files of all drawing, reports and renderings. Drawings will be in MicroStation or AutoCAD electronic file format and will be provided to the AUTHORITY in .PDF format. Drawings will be designed in Microstation and provided to the AUTHORITY in AutoCAD format. Reports and other written material shall be prepared in MS Word or MS Excel. Project Management scheduling shall be prepared using MS Project. All electronic files shall be submitted via internet file transfer.

The AUTHORITY is aware that differences may exist between the electronic files delivered and the hard-copy construction documents due to error. In the event of a conflict between the signed and sealed construction documents prepared by the Consultant and the electronic files, the signed and sealed hard-copy construction documents shall govern.

SECTION 3 – SCOPE OF PROFESSIONAL SERVICES

This is a design-bid-build project, and the Consultant will provide a two phase 60% and final design to construct the South Dock Street project. The Consultant will provide survey, geotechnical engineering, civil engineering, stormwater improvements, and signing/pavement marking. No U.S. Army Corps of Engineers permit will be required.

The Port’s top priority is the repaving or rebuilding of South Dock Street, as shown below.

The Consultant anticipates milling and resurfacing the area between Reeder Road and the truck turn around area and rebuilding the roadway from the truck turn around area to the concrete connection area at US 41.

The design will accommodate stormwater structure underneath the roadway section and will be installed during construction and capped on both ends for future connection to the stormwater ditch to the north. Existing utilities in the vicinity of the pipe crossing will be adjusted as needed to accommodate this new pipe crossing. The crossing will be designed based on the cross section of the channel. The Consultant will develop hydraulic calculations in the ditch and compare these to the downstream pipe size. Both quantitative and qualitive evaluations for the pipe crossing will be utilized to make sure the pipe size is adequate to accommodate stormwater runoff and dredge discharge. See below graphic:

Note, rerouting of the stormwater ditch will occur under a separate construction project.

On the northside of South Dock Street, just before the Port’s security gate, there is a gravel/dirt truck turnaround area. Consultant will design plans for the paving of this area, which will be constructed during the construction phase of this project. The Consultant anticipates obtaining a Southwest Florida Water Management District permit for this new impervious pavement area. See below area:

There are two railroad crossings on South Dock Street. The western crossing is owned by CSX Transportation. The crossing number is DOT 621516J. The Port received a 130’ wide easement on July 23, 2008. The original easement was granted by Seaboard System Railroad on December 5, 1985, and includes “…constructing and maintaining a highway or street crossing (including the usual appurtenances, such as approaches, paved roadway, curbs, gutters, sidewalks, shoulders, slopes, fills, cuts and drainage facilities) at grade across the right of way and track or tracks ..." The western crossing is characterized by wood ties, with rubber spacers next to the rails (both inside and outside the rails), with asphalt pavement up to the sides of the rubber spacers.

The Consultant will coordinate with CSX on improvements to the western railroad crossing. Consultant will design for the installation of concrete tubs, with rails bolted directly to the tubs. The tubs will be oversized to accommodate future widening of South Dock Street to three lanes. Consultant will also design and have ready designs for an alternative reduced scope approach to addressing the crossing (e.g., milling and repaving with asphalt). The Consultant will expedite coordination with CSX. Coordination with CSX must be completed at the same time, if not before, all other design and permitting work is completed. Consultant will advise CSX of the project schedule, Port’s preferred approach (e.g., concrete tubs), and alternative approach (e.g., asphalt paving up to sides of rubber spacers; paving up to an agreed upon setback distance from the rails). If coordination with CSX on design of the Port’s preferred approach does not appear to be tracking with the overall project schedule, Consultant will notify CSX that the Port has opted to go with an alternative approach to maintain project schedule.

The eastern crossing is a rail spur from the CSX mainline into the privately owned warehouse complex (Port Manatee Commerce Center). The eastern crossing is characterized by a concrete tub design installed by American Rail. On the outside of the rails, the tub material is solid concrete. Asphalt pavement is paved up to the sides of the concrete tub.

The Consultant will coordinate any improvements near the eastern railroad crossing with the representative of the railroad crossing. The Consultant will obtain any required federal, state or local permits. Coordinate with CSX railroad on the scope, timing of improvements, flagging requirements within CSX right of way.

The tasks set forth in the Basic Services as listed in Section 3 of this Scope of Services are used to apportion the total man hours required to prepare the complete design and construction documents for this project across the various tasks. Some very minor tasks that are required may not be listed but are considered to be included in this Scope of Services.

Upon receipt of the AUTHORITY’s purchase order, the Consultant shall begin the performance of the basic services. The various tasks to be performed are described in the following sections.

Task 1 – Project Administration and Management

1. Meetings The following management meetings will occur during the course of the project.

   • Design Kick-off Meeting – This meeting is expected to include the AUTHORITY to discuss project parameters, scheduling, design issues, and other related items.

   • Design Review Meetings – One design review meeting is expected at the 60% design submittal and at the 100% Construction Document submittal.

2. Progress  Reports The Consultant shall provide the AUTHORITY with monthly progress reports.

   
   

3. AUTHORITY Review and Comment The Consultant shall prepare and submit the following phase reviews for AUTHORITY review and comment.

   1. 60% Construction Documents to develop GMP

   2. 100% Construction Documents/Permit Set

   
   

   The Consultant shall then incorporate any changes based on AUTHORITY comments and agreed to by both the Consultant and the AUTHORITY prior to submitting plans to the AUTHORITY at the next scheduled phase submittal. The Consultant shall provide responses to the AUTHORITY’s comments no later than fourteen (14) calendar days after receiving the final comments for each phase.

4. Project Scheduling The Consultant shall prepare an overall project schedule using MS Project software. The schedule will be provided to the AUTHORITY at the Kick-off meeting in electronic format and on paper in a readable scale. The Consultant shall provide the AUTHORITY with an updated schedule to reflect actual project progress with each invoice.

   Task 1 Deliverables:

   • Project Schedule, (11”x17”) in a readable scale;

   • Monthly Project Progress Reports;

   • Minutes of each meeting distributed to each attendee and others as requested by the AUTHORITY no later than seven (7) calendar days after the meeting;

   • Written responses to AUTHORITY comments at each design submittal stage no later than fourteen (14) calendar days after receiving the final comments.

Task 2 – 60% Construction Documents Submittal

The Consultant shall provide the following services:

1. Survey (Subconsultant): The Consultant will provide a survey of the proposed site to generate control points, existing elevations of adjacent structures, utilities, and other site elements that may impact the design.

2. Geotechnical  Investigation  (Subconsultant): The Consultant shall perform standard penetration test borings for stormwater crossing point; auger borings for truck turnaround site, and pavement cores along the roadway at the proposed site.

3. Construction Drawings: The Consultant will develop construction drawings for road paving, truck turnaround, rail crossing, and stormwater crossing.

   
   

4. Specifications Outline: List of specifications.

   Task 2 Deliverables:

   • Three (3) hard copies (11” X 17”) of the 60% Construction Drawings;

   • Letter of Quality Control;

   • One (1) pdf copy of all Task 2 Deliverables.

Task 3 – 100% Construction Document/Permit Submittal

The Consultant shall provide the following services:

1. Construction Drawings: The Consultant shall incorporate comments made by the AUTHORITY during the 60% phase review and agreed to by both the Consultant and the AUTHORITY. The Consultant will finalize all plan details.

   
   

2. Specifications: The Consultant shall incorporate comments made by the AUTHORITY during the 100% submittal review and agreed to by both the Consultant and the AUTHORITY. The Consultant will finalize the technical and front-end specifications. The Consultant will prepare phasing plans to maintain road access to the greatest extent possible. Periods of road closure will be minimized and completely coordinated with all AUTHORITY stakeholders.

   
   

3. Permit  Submittal: The Consultant shall coordinate and prepare permit submittal documents to CSX and Southwest Florida Water Management District. No U.S. Army Corps of Engineers permit will be required.

   
   

   Task 3 – Deliverables:

   • Three (3) hard copies (11” X 17”) of the 100% Construction Drawings.

   • Three (3) hard copies (8.5” X 11”) of the Technical Specifications.

   • Letter of Quality Control.

   • One (1) pdf copy of all Task 4 Deliverables.

Task 4 – Construction Administration:

The Construction Administration phase services are based on are based on working with a separately contracted CEI firm by the AUTHORITY. The Consultant shall provide the following services:

1. Site Inspections: The Consultant shall perform up to two (2) site inspections to verify construction.

2. Construction Progress Meetings: The Consultant shall attend up to 12 progress meetings by phone. Attendance in person will be based on work progress.

   
   

3. Plan Revisions: The Consultant shall prepare up to one (1) plan revisions.

4. Shop Drawings: The Consultant shall review up to 8 shop drawing submittals.

   
   

5. Request for Information (RFI): The Consultant shall provide responses for up to 4 RFIs.

   
   

6. Final Walkthrough (Punchlist): The Consultant shall perform a site walkthrough and provide punchlist items to the AUTHORITY.

7. Record Drawings: The Consultant shall prepare Record Drawings with inclusion of the Contractor’s as-built documentation.

END SCOPE OF SERVICES