MANATEE COUNTY PORT AUTHORITY AGENDA

June 20, 2024

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. Public Comments

   
   

3. Consent Agenda

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

   
   

4. Executive Director Comments

   
   

5. Commissioner Comments

   
   

6. 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.

Kevin Van Ostenbridge, Chairman;

Jason Bearden 1st Vice-Chairman; Ray Turner 2nd Vice-Chairman; Amanda Ballard 3rd Vice-Chairman; George Kruse, Member; Mike Rahn, Member;

District One - vacant

‌June 20, 2024

1. CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes – May 28, 2024

      
      

   3. Budget Resolution

      
      

   4. Public Transportation Grant Agreement – Rail Yard Development

      
      

   5. Public Transportation Grant Agreement – Rail Spur

      
      

   6. Zone B East Development Stormwater Treatment Capacity

      
      

   7. Konecranes Amendment Agreement No. 1

      
      

   8. First Amendment to Port Manatee and Agunsa Manatee Terminal, LLC Consolidated Lease

      
      

   9. Approval of the Sublease Between Agunsa Manatee Terminal LLC and Medcem Madencilik A.S.

      
      

   10. Deletion of Port Assets

       
       

   11. Purchase of Used Mobile Harbor Cranes

RECOMMENDATION:

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

Total warrants (checks) for period reported 793,439.11

‌MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

COUNTY ADMINISTRATION CENTER, HONORABLE PATRICIA M. GLASS CHAMBERS

1112 Manatee Avenue West Bradenton, Florida

May 28, 2024

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

Present were:

Kevin Van Ostenbridge, Chairman Ray Turner, Second Vice-Chairman Amanda Ballard, Third Vice-Chairman George W. Kruse

Mike Rahn

Absent was:

Jason Bearden, First Vice-Chairman

Also present were:

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

Dustin Peebles Accounting, Clerk of the Circuit Court Hannah Bishop, Deputy Clerk, Clerk of the Circuit Court

1. Chairman Van Ostenbridge called the meeting to order at 9:08 a.m.

   
   

   AGENDA PA20240528DOC001

2. PUBLIC COMMENTS

   There being no public comments, Chairman Van Ostenbridge closed public comments.

   
   

   CONSENT AGENDA PA20240528DOC002

   1. A motion was made by Member Kruse, seconded by Member Turner, and carried 5 to 0, with First Vice-Chairman Bearden absent, 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 April 15, 2024, to May 15, 2024 PA20240528DOC003

      2. MINUTES

         Approved the Minutes of April 23, 2024

      3. BUDGET AMENDMENT

         Adopted Budget Resolution PA-24-14 PA20240528DOC004

      4. DELEGATION OF EXECUTIVE DIRECTOR

         Adopted Resolution PA-24-13 PA20240528DOC005

      5. CYBER SECURITY ASSESSMENT AWARD

   Authorized the issuance of a purchase order to ERMProtect in the amount of $97,500 for a cyber security assessment PA20240528DOC006

   (End Consent Agenda)

   
   

3. EMPLOYEE RECOGNITION

David St. Pier, Director of Public Safety and Security at Manatee County Port Authority, recognized the following employee Michael Orama, Security Officer I, Lifesaving Recognition, and shared a story about Mr. Orama saving a life SeaPort Manatee.

Michael Orama, thanked the Port staff for the recognition. PA20240528DOC007

1. EXECUTIVE DIRECTOR COMMENTS

   There were no Executive Director comments.

   May 28, 2024 (Continued)

   
   

2. AUTHORITY MEMBER COMMENTS

   There were no Member comments.

   
   

   ADJOURN

   There being no further business, Chairman Van Ostenbridge adjourned the meeting at 9:13 a.m.

   
   

   Minutes Approved:                   

   ‌June 20, 2024

   
   

   CONSENT

   AGENDA ITEM 3.C: BUDGET RESOLUTION BACKGROUND:

   This resolution budgets the following:

   
   

   • Decrease $229,297 of the Port Capital Improvement expense to close out the completed Customs Upgrades Intermodal Building and TECO Land Purchase projects and transfer back to Port cash.

   • Budgets $360,000 of Port cash for the purchase of off-site storm water mitigation for phase I of the development of approximately 11.5 acres on the eastern side of Zone B located in the middle of the Port.

   • Budgets $344,000 for the upgrade of the network infrastructure which will improve performance, expand Wi-Fi coverage, enhance security, allow seamless integration of modern applications and services, and ensure compliance with industry regulations and standards while proactively mitigating risks associated with network vulnerabilities and data breaches.

   • Budgets $1,963,036 for the Rail Yard Spur project funded 50% ($981,518) FDOT and 50% ($981,518) Port cash for the design and construction of rail spur and approximately 670 feet of loading track in zone B located at the center of the port.

   • Budgets $1,991,309 for the Rail Yard Development project funded 75% FDOT ($1,493,482) and 25% ($497,827) Port cash for the design, permitting, and first phase construction of mainline rail yard development which includes a class one mainline rail track and four siding tracks.

     
     

   • Budgets $1,500,000 for the purchase of two mobile harbor cranes.

   
   

   ATTACHMENT:

   
   

   Budget Resolution PA-24-15.

   
   

   COST AND FUNDING SOURCE:

   
   

   Budgets $2,475,000 FDOT funding, $3,454,048 Port cash.

   CONSEQUENCES IF DEFERRED:

   Delay in budget allocations.

   LEGAL COUNSEL REVIEW: N/A RECOMMENDATION:

   Move to adopt Budget Resolution PA-24-15.

   RESOLUTION PA-24-15 AMENDING THE ANNUAL BUDGET

   FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2023-2024

   
   

   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 2023-2024 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 the 20th day of June 2024.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:                                   

1. Fund: Port Capital Improvement

   
   

   Section: Customs Upgrades Intermodal Building TECO Land Purchase

   
   

   Description: Budgets a decrease of revenue and expense in the amount of

   $229,297 to close out the Customs Upgrades Intermodal Building and TECO Land Purchase projects and transfer to Port cash.

   Batch ID: BAAL062024A Reference: BU24000555

   
   

2. Fund: Port Capital Improvement Section: Phase I Zone B East Development

   
   

   Description: Budgets $360,000 for the purchase of off-site storm water mitigation for the development of Zone B East.

   
   

   Batch ID: BAAL062024A Reference: BU24000556

   
   

3. Fund: Port

   
   

   Section: Administration

   
   

   Description: Budgets $344,000 for upgrades to the network infrastructure. Batch ID: BAAL062024A Reference: BU24000557

   
   

4. Fund: FDOT – 50%

   Port Cash – 50%

   
   

   Section: Rail Yard Spur

   
   

   Description: Budgets $1,936,036 Design and construction of rail spur and 670 feet of loading track.

   Batch ID: BAAL062024A Reference: BU24000558

   
   

5. Fund: FDOT – 75%

   Port Cash – 25% Section: Rail Yard Development

   
   

   Description: Budgets $1,991,309 for the design, permitting, and construction of mainline rail yard.

   
   

   Batch ID: BAAL062024A Reference: BU24000559

   
   

6. Fund: Port

   
   

   Section: Administration

   
   

   Description: Budgets $1,500,000 for the purchase of two mobile harbor cranes.

   
   

   Batch ID: BAAL062024A Reference: BU24000567

   ‌June 20, 2024

   
   

   CONSENT

   AGENDA ITEM 3.D: PUBLIC TRANSPORTATION GRANT

   AGREEMENT – RAIL YARD DEVELOPMENT

   
   

   BACKGROUND:

   
   

   The Florida Department of Transportation (FDOT) has agreed to participation in the funding of $1,493,482 for rail yard development and has provided the attached Public Transportation Grant Agreement (PTGA). As a condition of the grant, the Port is obligated to contribute 25% (or $497,827), bringing the total project costs to $1,991,309. To enter into the agreement, FDOT requires that the Port Authority adopt a resolution specifically approving the PTGA and authorizing the execution of the PTGA on behalf of the Port Authority by specifically designated officials.

   
   

   ATTACHMENT:

   
   

   Resolution PA-24-16 and the State of Florida Department of Transportation Public Transportation Grant Agreement

   
   

   COST AND FUNDING SOURCE:

   
   

   FDOT funding of $1,493,482 and $497,827 Port

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in execution of the PTGA

   LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

   
   

   Move to adopt Resolution PA-24-16 authorizing the execution of the Public Transportation Grant Agreement with the Florida Department of Transportation for the rail yard development initiative.

   Financial Project Number

   452124-1-94-01

   Contract Number G2Y79

   
   

   PA-24-16

   
   

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

   
   

   WHEREAS, the State of Florida Department of Transportation (Department) has offered to enter into a Public Transportation Grant Agreement with the Manatee County Port Authority (Port Authority) to provide Department participation in the rail yard development initiative project, and

   
   

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

   
   

   NOW THEREFORE BE IT RESOLVED by the Manatee County Port Authority

   that:

   
   

   1. The State of Florida Department of Transportation Public Transportation Grant Agreement, identified as State Grant Number G2Y79 wherein the Department agrees to a maximum participation in the amount of $1,493,482 is approved. The Chairman of the Port Authority, or, in the absence of the Chairman, any Vice Chairman of the Port Authority, is authorized to execute the Public Transportation Agreement on behalf of the Port Authority.

      
      

   2. The Executive Director, or his authorized representative, is specifically authorized to enter into and execute any amendment or supplement to the Public Transportation Grant Agreement(s) (PTGA) 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 Florida Department of Transportation.

ADOPTED with a quorum present and voting this the 20th day of June, 2024. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT

CLERK OF CIRCUIT COURT AUTHORITY

By:                           

Chairman

CFDA Title: N/A CSFA Number: 55.021

CSFA Title: Rail Programs: Passenger Development, Capacity or Crossing

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

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

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

1. Authority. The Agency, by Resolution or other form of official authorization, a copy of which is attached as Exhibit "D", Agency Resolution and made a part of this Agreement, has authorized its officers to execute this Agreement on its behalf. The Department has the authority pursuant to Section(s) 335.141,

   341.301 - 341.842, and 311, Florida Statutes, to enter into this Agreement.

   
   

2. Purpose of Agreement. The purpose of this Agreement is to provide for the Department's participation in SeaPort Manatee's Rail Yard Development initiative, as further described in Exhibit "A", Project Description and Responsibilities, attached and incorporated into this Agreement ("Project"), to provide Department financial assistance to the Agency, state the terms and conditions upon which Department funds will be provided, and to set forth the manner in which the Project will be undertaken and completed.

   
   

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

   
   

   Aviation

   X Seaports Transit lntermodal

   Rail Crossing Closure

   Match to Direct Federal Funding (Aviation or Transit)

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

   Other

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

   X Exhibit A: Project Description and Responsibilities

   X Exhibit B: Schedule of Financial Assistance

   *Exhibit B1: Deferred Reimbursement Financial Provisions

   *Exhibit B2: Advance Payment Financial Provisions

   *Exhibit B3: Alternative Advanced Pay (Transit Bus Program)

   X *Exhibit C: Terms and Conditions of Construction

   X Exhibit D: Agency Resolution

   X Exhibit E: Program Specific Terms and Conditions

   X Exhibit F: Contract Payment Requirements

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

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

   *Exhibit I: Certification of Disbursement of Payment to Vehicle and/or Equipment Vendor

   *Additional Exhibit(s):

   
   

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

   
   

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

   
   

6. Term of Agreement. This Agreement shall commence upon full execution by both Parties ("Effective Date") and continue through April 30, 2028. If the Agency does not complete the Project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the Department prior to the expiration of this Agreement. Expiration of this Agreement will be considered termination of the Project. The cost of any work performed prior to the Effective Date or after the expiration date of this Agreement will not be reimbursed by the Department.

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

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

      
      

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

   
   

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

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

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

      
      

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

      
      

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

      
      

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

      
      

9. Project Cost:

   
   

   1. The estimated total cost of the Project is $1,991,309. This amount is based upon Exhibit "B", Schedule of Financial Assistance. The timeline for deliverables and distribution of estimated amounts between deliverables within a grant phase, as outlined in Exhibit "B", Schedule of Financial Assistance, may be modified by mutual written agreement of the Parties and does not require execution of an Amendment to the Public Transportation Grant Agreement. The timeline for deliverables and distribution of estimated amounts between grant phases requires an amendment executed by both Parties in the same form as this Agreement.

      
      

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

      $1,493,482 and, the Department's participation in the Project shall not exceed 75.00% of the total eligible cost of the Project and as more fully described in Exhibit "B", Schedule of Financial Assistance. The Agency agrees to bear all expenses in excess of the amount of the Department's participation and any cost overruns or deficits involved.

      
      

10. Compensation and Payment:

    
    

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

       
       

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

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

       
       

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

       
       

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

       X Travel expenses are NOT eligible for reimbursement under this Agreement.

       Travel expenses ARE eligible for reimbursement under this Agreement. Bills for travel expenses specifically authorized in this Agreement shall be submitted on the Department's Contractor Travel Form No. 300-000-06 and will be paid in accordance with Section 112.061,

       Florida Statutes, and the most current version of the Department's Disbursement Handbook for Employees and Managers.

       
       

    6. Financial Consequences. Payment shall be made only after receipt and approval of deliverables and costs incurred unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Chapters 215 and 216, Florida Statutes, or the Department's Comptroller under Section 334.044(29), Florida Statutes. If the Department determines that the performance of the Agency is unsatisfactory, the Department shall notify the Agency of the deficiency to be corrected, which correction shall be made within a time­ frame to be specified by the Department. The Agency shall, within thirty (30) days after notice from the Department, provide the Department with a corrective action plan describing how the Agency will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non­ compliance. If the corrective action plan is unacceptable to the Department, the Agency will not be reimbursed. If the deficiency is subsequently resolved, the Agency may bill the Department for the amount that was previously not reimbursed during the next billing period. If the Agency is unable to resolve the deficiency, the funds shall be forfeited at the end of the Agreement's term.

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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

       
       

    10. Submission of Other Documents. The Agency shall submit to the Department such data, reports, records, contracts, and other documents relating to the Project as the Department

        may require as listed in Exhibit "E", Program Specific Terms and Conditions attached to and incorporated into this Agreement.

        
        

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

        
        

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

           
           

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

              
              

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

              
              

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

              
              

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

           4. Non-Eligible Costs. In determining the amount of the payment, the Department will exclude all Project costs incurred by the Agency prior to the execution of this Agreement, costs incurred after the expiration of the Agreement, costs that are not provided for in Exhibit "A", Project Description and Responsibilities, and as set forth in Exhibit "B", Schedule of Financial Assistance, costs agreed to be borne by the Agency or its contractors and subcontractors for

           not meeting the Project commencement and final invoice time lines, and costs attributable to goods or services received under a contract or other arrangement that has not been approved in writing by the Department. Specific unallowable costs may be listed in Exhibit "A", Project Description and Responsibilities.

           
           

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

    
    

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

       
       

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

       
       

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

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

          
          

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

          
          

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

       
       

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

       
       

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

          
          

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

          
          

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

          
          

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

    7. Claims and Requests for Additional Work. The Agency shall have the sole responsibility for resolving claims and requests for additional work for the Project. The Agency will make best efforts to obtain the Department's input in its decisions. The Department is not obligated to reimburse for claims or requests for additional work.

       
       

12. Contracts of the Agency:

    
    

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

       
       

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

       
       

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

       
       

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

       
       

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

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

       
       

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

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

       
       

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

       
       

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

          
          

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

          
          

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

          
          

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

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

       
       

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

          
          

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

          
          

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

    
    

    Federal Funded:

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

       through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, State of Florida Chief Financial Officer (CFO), or State of Florida Auditor General.

       
       

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

       
       

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

          
          

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

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

          
          

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

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

          
          

       5. Within six months of acceptance of the audit report by the FAG, the Department will review the Agency's audit reporting package, including corrective action plans and

          management letters, to the extent necessary to determine whether timely and appropriate action on all deficiencies has been taken pertaining to the Federal award provided through the Department by this Agreement. If the Agency fails to have an audit conducted in accordance with 2 CFR Part 200, Subpart F -Audit Requirements, the Department may impose additional conditions to remedy noncompliance. If the Department determines that noncompliance cannot be remedied by imposing additional conditions, the Department may take appropriate actions to enforce compliance, which actions may include but not be limited to the following:

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

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

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

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

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

          6. Take other remedies that may be legally available.

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

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

          605 Suwannee Street

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

          
          

          State Funded:

          
          

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

             
             

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

             1. In the event the Agency meets the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency must have a State single or project­ specific audit conducted for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial Services; and

                Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. Exhibit "G", Audit Requirements for Awards of State Financial Assistance, to this Agreement indicates state financial assistance awarded through the Department by this Agreement needed by the Agency to further comply with the requirements of Section 215.97, Florida Statutes. In determining the state financial assistance expended in a fiscal year, the Agency shall consider all sources of state financial assistance, including state financial assistance received from the Department by this Agreement, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct or pass-through awards and resources received by a nonstate entity for Federal program matching requirements.

                
                

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

                
                

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

                
                

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

                
                

                Florida Department of Transportation Office of Comptroller, MS 24

                605 Suwannee Street

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

                
                

                And

                
                

                State of Florida Auditor General Local Government Audits/342

                111 West Madison Street, Room 401

                Tallahassee, FL 32399-1450

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

                
                

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

                
                

             6. The Agency, when submitting financial reporting packages to the Department for audits done in accordance with Chapters 10.550 (local governmental entities) or

                10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, should indicate the date the reporting package was delivered to the Agency in correspondence accompanying the reporting package.

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

                
                

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

          
          

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

       
       

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

    
    

17. Restrictions, Prohibitions, Controls and Labor Provisions:

    
    

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

       
       

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

       
       

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

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

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

       
       

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

       
       

    7. E-Verify. The Agency shall:

       
       

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

          
          

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

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

       
       

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

       
       

18. Indemnification and Insurance:

    
    

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

       subcontractor, in connection with this Agreement. Additionally, the Agency shall indemnify, defend, and hold harmless the State of Florida, Department of Transportation, including the Department's officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Agency and persons employed or utilized by the Agency in the performance of this Agreement. This indemnification shall survive the termination of this Agreement. Additionally, the Agency agrees to include the following indemnification in all contracts with contractors/subcontractors and consultants/subconsultants who perform work in connection with this Agreement:

       
       

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

       
       

       This indemnification shall survive the termination of this Agreement."

       
       

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

       
       

    3. If the Agency elects to self-perform the Project, then the Agency may self-insure. If the Agency elects to hire a contractor or consultant to perform the Project, then the Agency shall carry, or cause its contractor or consultant to carry, Commercial General Liability insurance providing continuous coverage for all work or operations performed under this Agreement. Such insurance shall be no more restrictive than that provided by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida. The Agency shall cause, or cause its contractor or consultant to cause, the Department to be made an Additional Insured as to such insurance. Such coverage shall be on an "occurrence" basis and shall include Products/Completed Operations coverage. The coverage afforded to the Department as an Additional Insured shall be primary as to any other available insurance and shall not be more restrictive than the coverage afforded to the Named Insured. The limits of coverage shall not be less than $1,000,000 for each occurrence and not less than a $5,000,000 annual general aggregate, inclusive of amounts provided by an umbrella or excess policy. The limits of coverage described herein shall apply fully to the work or operations performed under the Agreement, and may not be shared with or diminished by claims unrelated to the Agreement. The policy/ies and coverage described herein may be subject to a deductible and such deductibles shall be paid by the Named Insured. No policy/ies or coverage described herein may contain or be subject to a Retention or a Self-Insured Retention unless the Agency is a state agency or subdivision of the State of Florida that elects to self-perform the Project. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, the Department shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The Department shall be notified in writing within ten days of any cancellation, notice of cancellation, lapse, renewal, or proposed change to any policy or coverage described herein. The Department's approval or failure to disapprove any policy/ies,

       coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights or defenses the Department may have.

    4. When the Agreement includes the construction of a railroad grade crossing, railroad overpass or underpass structure, or any other work or operations within the limits of the railroad right­ of-way, including any encroachments thereon from work or operations in the vicinity of the railroad right-of-way, the Agency shall, or cause its contractor to, in addition to the insurance coverage required above, procure and maintain Railroad Protective Liability Coverage (ISO Form CG 00 35) where the railroad is the Named Insured and where the limits are not less than $2,000,000 combined single limit for bodily injury and/or property damage per occurrence, and with an annual aggregate limit of not less than $6,000,000. The railroad shall also be added along with the Department as an Additional Insured on the policy/ies procured pursuant to the paragraph above. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, both the Department and the railroad shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The insurance described herein shall be maintained through final acceptance of the work. Both the Department and the railroad shall be notified in writing within ten days of any cancellation, notice of cancellation, renewal, or proposed change to any policy or coverage described herein. The Department's approval or failure to disapprove any policy/ies, coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights the Department may have.

       
       

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

       
       

19. Miscellaneous:

    
    

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

       
       

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

       
       

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

       
       

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

       
       

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

       
       

    6. Non-Contravention of State Law. Nothing in the Agreement shall require the Agency to observe or enforce compliance with any provision or perform any act or do any other thing in

       contravention of any applicable state law. If any of the provisions of the Agreement violate any applicable state law, the Agency will at once notify the Department in writing so that appropriate changes and modifications may be made by the Department and the Agency to the end that the Agency may proceed as soon as possible with the Project.

       
       

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

       
       

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

       
       

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

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

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

AGENCY Manatee County Port Authority

By:                                       Name:

Title:                           

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

By:

Name: Nicole E. Mills, P.E.

Title: Director of Transportation Development

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

Legal Review:

Don Conway, Senior Attorney (as to legality and form)

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT A

Project Description and Responsibilities

1. Project Description (description of Agency's project to provide context, description of project components funded via this Agreement (if not the entire project)): This Agreement provides for the Department's financial participation in Seaport Manatee's Mainline Rail Yard Development initiative. The Port has been working with CSX Transportation (Class I Railroad), World Direct Shipping (WDS), Regional Rail (Class Ill Railroad) and others (e.g., GE Appliances, Del Monte) to start lntermodal service at the Port. The service will send 53-foot shipping containers up along the Eastern Seaboard of the United States, with a northern extent of Chambersburg, Pennsylvania, and a western extent of Ohio or Illinois. Containers would be emptied and refilled with southbound cargo destined for Florida or international export. In fall 2023, CSX and WDS entered a service agreement. WDS has also procured eight hundred (800) 53-foot shipping containers. This Agreement provides for the Department's financial participation in the design, permitting and first phase construction of mainline rail yard development at SeaPort Manatee. Existing features at the project location are characterized by a Class 1 mainline rail track, and four siding tracks owned by the Port (i.e., Track 1, Track 2, Track 3 and Track 4). Over the last five years, the Port has observed exponential growth in the movement of shipping containers. There are currently limited places at the Port to efficiently load shipping containers onto trains, and containers are being trucked to the Tampa CSX ramp. Under a separate agreement, the Port and Department are working to develop interim intermodal rail facilities to meet existing demand. The SeaPort Master Plan Update 2022 includes plans for the development of an intermodal rail yard, which would support both international and domestic cargo movements. The project includes the full design and permitting of the mainline rail yard facility, to meet projected long-term demand. The mainline rail yard will increase the Port's intermodal container capacity to eighty (80) train cars. Added capacity and associated cargo movements at the mainline rail yard will create velocity for other cargos moving through the Port and throughout Florida.

   
   

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

   
   

3. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): This Project includes the environmental, design and construction work required to complete the mainline rail yard development activities described in the Project Description, including: aluminum; anchoring components; asphalt paving activities; backfilling; base and sub-base material; bollards (i.e., equipment protection); bolt installation; cost estimates; compaction; construction; construction inspection services; construction management services; consulting services; contractor stand-by; demobilization; demolition; delivery fees; disposal of old railroad materials; earthwork; engineering services; environmental assessments; gates; geotechnical services; grading and site work; gravel or rocks; ground covering; horizontal boring; joint bolts; line and cross leveling railroad tracks; masonry; mitigation assessments; mobilization; permitting; plan development (e.g., 30 I 60 I 90 I 100 % and as-builts); preconstruction engineering and design; procurement cost; ramps; rebar; rail(s); railroad spikes; railroad cross ties and ballast; soil improvement work; shore and slope protection; steel; stormwater management and mitigation (e.g., 311.106, F.S.); structural components; surveying; tie box anchoring; tie plates; track operations planning; and underlying subgrade.

   
   

4. Deliverable(s):

   
   

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

   
   

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

   
   

6. Transit Operating Grant Requirements (Transit Only):

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

Transit Operating Grants billed as an operational subsidy will require an expenditure detail report from the Agency that matches the invoice period. The expenditure detail, along with the progress report, will be the required deliverables for Transit Operating Grants. Operating grants may be issued for a term not to exceed three years from execution. The original grant agreement will include funding for year one. Funding for years two and three will be added by amendment as long as the grantee has submitted all invoices on schedule and the project deliverables for the year have been met.

PROJECT LOCATION

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT B

Schedule of Financial Assistance

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

1. Fund Type and Fiscal Year:

   
   

   Financial Management Number	Fund Type	FLAIR Category	State Fiscal Year	Object Code	CSFA/ CFDA Number	CSFA/CFDA Title or Funding Source Description	Funding Amount
   452124-1-94-01	DIS	088808	2024	751000	55.021	Rail Programs	$1,493,482.00
   452124-1-94-01	LF	088808	2024			Local Matching Funds	$497,827.00
   	Total Financial Assistance						$1,991,309.00

2. Estimate of Project Costs by Grant Phase:

   
   

   Phases*	State	Local	Federal	Totals	State %	Local %	Federal %
   Land Acquisition	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
   Planning	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
   Environmental/Design/Construction	$1,493,482.00	$497,827.00	$0.00	$1,991,309.00	75.00	25.00	0.00
   Capital Equipment/ Preventative Maintenance	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
   Match to Direct Federal Funding	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
   Mobility Management (Transit Only)	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
   Totals	$1,493,482.00	$497,827.00	$0.00	$1,991,309.00

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

   
   

   Scope Code and/or Activity I

   Line Item (ALI) (Transit Only)

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

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

g

05/23/2024 I 4:08 PM EDT

Date

Amanda Tyner, MPA, MPE Department Grant Manager Name

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

EXHIBITC

TERMS AND CONDITIONS OF CONSTRUCTION

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

1. Design and Construction Standards and Required Approvals.

   
   

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

      
      

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

      
      

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

      
      

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

      
      

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

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

      
      

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

   
   

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

      
      

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 07/22

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

      
      

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

      
      

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

      
      

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

      
      

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

      
      

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

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

      
      

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 07/22

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

      
      

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

      
      

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

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

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

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

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

             
             

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

             
             

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

             
             

             STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

             PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

             Form 725-000-02 STRATEGIC DEVELOPMENT

             OGC 07/22

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

             
             

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

             
             

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

             
             

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

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

             
             

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

          
          

          Insert District PIO contact info:

          Phone: (863) 519-2362; Fax: (239) 338-2353

          
          

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

          
          

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

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

ENGINEER'S CERTIFICATION OF COMPLIANCE

PUBLIC TRANSPORTATION GRANT AGREEMENT BETWEEN

THE STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

and                                       

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

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

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

By:                                                                                                                             I    P.E.

SEAL: Name:                                             Date:                               

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT D AGENCY RESOLUTION

PLEASE SEE ATTACHED

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT E

PROGRAM SPECIFIC TERMS AND CONDITIONS - SEAPORTS

1. General.

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

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

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

      
      

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

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

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

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

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

      
      

3. Duration of Terms and Assurances.

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

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

      
      

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

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

   2. Local Government Requirements

      1. Local Zoning/Land Use Ordinance

      2. Local Comprehensive Plan

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

   1. Federal Requirements

   2. Local Government Requirements

      1. Local Building Codes

      2. Local Zoning Codes

   3. Department Requirements

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

      2. Manual on Uniform Traffic Control Devices

6. Consistency with Local Government Plans.

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

   2. The Agency assures that it has given fair consideration to the interest of local communities and has had reasonable consultation with those parties affected by the Project.

      
      

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 07/22

      
      

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

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

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

   2. Maintain direct control of Project administration, including:

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

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

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

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

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

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

8. Preserving Rights, Powers and Interest.

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

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

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

      
      

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

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

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

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

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

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

      
      

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

    
    

    STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

    PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

    Form 725-000-02 STRATEGIC DEVELOPMENT

    OGC 07/22

    
    

11. Federal Navigation Projects

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

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

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

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

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

-- End of Exhibit E --

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT F

Contract Payment Requirements

Florida Department of Financial Services, Reference Guide for State Expenditures

Cost Reimbursement Contracts

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

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

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

   
   

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

   
   

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

   
   

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

   
   

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

   
   

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

   
   

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

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

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

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT G

AUDIT REQUIREMENTS FOR AWARDS OF STATE FINANCIAL ASSISTANCE

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

Awarding Agency: State Project Title: CSFA Number:

*Award Amount:

Florida Department of Transportation Rail Programs

55.021

$1,493,482

*The award amount may change with amendments

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

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

State Project Compliance Requirements https://apps.fldfs.com/fsaa/searchCompliance.aspx

for CSFA Number are provided at:

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

To: Amanda.Tyner@dot.state.fl.us

FLORIDA DEPARTMENT OF TRANSPORTATION FUNDS APPROVAL

G2Y79 5/23/2024

CONTRACT INFORMATION

No funds have been encumbered.

Contract #G2Y79 has been assigned in FLAIR with Budgetary Ceiling request.

Funds Approval(s) will be provided pursuant to the Method of Compensation in the Contract/Agreement.

NO FUNDS ARE APPROVED FOR JASON ADANK, CPA, COMPTROLLER ON 5/23/2024

Page1 of 1

Tyner, Amanda

From: Sent: To:

Cc:

Subject:

Hunter, Paula on behalf of D1 WPAUTH Friday, October 6, 2023 1:09 PM

Tyner, Amanda; D1 WPAUTH Simmons, Paul

RE: FPN 452124-1-94-01

You may enter in CFM 10/9/2023 Thank You

From: Tyner, Amanda <Amanda.Tyner@dot.state.fl.us>

Sent: Thursday, October 5, 2023 11:30 AM

To: D1 WPAUTH <D1.WPAUTH@dot.state.fl.us> Cc: Simmons, Paul <Paul.Simmons@dot.state.fl.us> Subject: FPN 452124-1-94-01

Good morning,

Please authorize the following funds:

FPN:

Fiscal Year: Fund: Program: Amount:

452124-1-94-01

2023

DIS 76

$2,475,000

These funds are associated with the PTGA agreement to support SeaPort Manatee's initiative to support SeaPort Manatee's Rail Yard Development Initiative.

Thanks,

Avvu;: 1/\,o{tA L. T 1/\,er, MPA

District Freight & Seaport Coordinator FOOT - District One, ISO Office

(0) 863.519.2913 I (C) 863.991.5020

Email: amanda.tyner@dot.state.fl.us

1

‌June 20, 2024

CONSENT

AGENDA ITEM 3.E: PUBLIC TRANSPORTATION GRANT

AGREEMENT – RAIL SPUR

BACKGROUND:

The Florida Department of Transportation (FDOT) has agreed to participation in the funding of $981,518 for the design and construction of a rail spur and additional rail capacity and has provided the attached Public Transportation Grant Agreement (PTGA). As a condition of the grant, the Port is obligated to contribute 50% (or $981,518), bringing the total project costs to $1,963,036. To enter into the agreement, FDOT requires that the Port Authority adopt a resolution specifically approving the PTGA and authorizing the execution of the PTGA on behalf of the Port Authority by specifically designated officials.

ATTACHMENT:

Resolution PA-24-17 and the State of Florida Department of Transportation Public Transportation Grant Agreement

COST AND FUNDING SOURCE:

FDOT funding of $981,518 and $981,518 Port

CONSEQUENCES IF DEFERRED:

Delay in execution of the PTGA

LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

Move to adopt Resolution PA-24-17 authorizing the execution of the Public Transportation Grant Agreement with the Florida Department of Transportation for the rail yard development initiative including a rail spur and additional rail capacity.

Financial Project Number

452124-1-94-04

Contract Number G2Z62

PA-24-17

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

WHEREAS, the State of Florida Department of Transportation (Department) has offered to enter into a Public Transportation Grant Agreement with the Manatee County Port Authority (Port Authority) to provide Department participation in the rail yard development initiative project including rail spur and additional rail capacity, and

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

NOW THEREFORE BE IT RESOLVED by the Manatee County Port Authority

that:

1. The State of Florida Department of Transportation Public Transportation Grant Agreement, identified as State Grant Number G2Z62 wherein the Department agrees to a maximum participation in the amount of $981,518 is approved. The Chairman of the Port Authority, or, in the absence of the Chairman, any Vice Chairman of the Port Authority, is authorized to execute the Public Transportation Agreement on behalf of the Port Authority.

   
   

2. The Executive Director, or his authorized representative, is specifically authorized to enter into and execute any amendment or supplement to the Public Transportation Grant Agreement(s) (PTGA) 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 Florida Department of Transportation.

ADOPTED with a quorum present and voting this the 20th day of June, 2024.

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

By:                           

Chairman

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000-01 STRATEGIC DEVELOPMENT

OGC 07/22

CFDA Title: N/A CSFA Number: 55.021

CSFA Title: Rail Programs: Passenger Development, Capacity or Crossing

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

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

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

1. Authority. The Agency, by Resolution or other form of official authorization, a copy of which is attached as Exhibit "D", Agency Resolution and made a part of this Agreement, has authorized its officers to execute this Agreement on its behalf. The Department has the authority pursuant to Section(s) 335.141,

   341.301 - 341.842, and 311, Florida Statutes, to enter into this Agreement.

   
   

2. Purpose of Agreement. The purpose of this Agreement is to provide for the Department's participation in Seaport Manatee's lntermodal Rail Capacity initiative, as further described in Exhibit "A", Project Description and Responsibilities, attached and incorporated into this Agreement ("Project"), to provide Department financial assistance to the Agency, state the terms and conditions upon which Department funds will be provided, and to set forth the manner in which the Project will be undertaken and completed.

   
   

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

   
   

   Aviation

   X Seaports Transit lntermodal

   Rail Crossing Closure

   Match to Direct Federal Funding (Aviation or Transit)

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

   Other

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

   X Exhibit A: Project Description and Responsibilities

   X Exhibit B: Schedule of Financial Assistance

   *Exhibit B1: Deferred Reimbursement Financial Provisions

   *Exhibit B2: Advance Payment Financial Provisions

   *Exhibit B3: Alternative Advanced Pay (Transit Bus Program)

   X *Exhibit C: Terms and Conditions of Construction

   X Exhibit D: Agency Resolution

   X Exhibit E: Program Specific Terms and Conditions

   X Exhibit F: Contract Payment Requirements

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

   
   

   STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

   PUBLIC TRANSPORTATION GRANT AGREEMENT

   Form 725-000-01 STRATEGIC DEVELOPMENT

   OGC 07/22

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

   *Exhibit I: Certification of Disbursement of Payment to Vehicle and/or Equipment Vendor

   *Additional Exhibit(s):

   
   

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

   
   

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

   
   

6. Term of Agreement. This Agreement shall commence upon full execution by both Parties ("Effective Date") and continue through April 30, 2028. If the Agency does not complete the Project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the Department prior to the expiration of this Agreement. Expiration of this Agreement will be considered termination of the Project. The cost of any work performed prior to the Effective Date or after the expiration date of this Agreement will not be reimbursed by the Department.

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

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

      
      

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

   
   

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

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

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

      
      

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

      
      

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

      
      

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

      
      

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT

      Form 725-000-01 STRATEGIC DEVELOPMENT

      OGC 07/22

      
      

9. Project Cost:

   
   

   1. The estimated total cost of the Project is $1,963,036. This amount is based upon Exhibit "B", Schedule of Financial Assistance. The timeline for deliverables and distribution of estimated amounts between deliverables within a grant phase, as outlined in Exhibit "B", Schedule of Financial Assistance, may be modified by mutual written agreement of the Parties and does not require execution of an Amendment to the Public Transportation Grant Agreement. The timeline for deliverables and distribution of estimated amounts between grant phases requires an amendment executed by both Parties in the same form as this Agreement.

      
      

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

      $981,518 and, the Department's participation in the Project shall not exceed 50.00% of the total eligible cost of the Project and as more fully described in Exhibit "B", Schedule of Financial Assistance. The Agency agrees to bear all expenses in excess of the amount of the Department's participation and any cost overruns or deficits involved.

      
      

10. Compensation and Payment:

    
    

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

       
       

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

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

       
       

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

       
       

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

       X Travel expenses are NOT eligible for reimbursement under this Agreement.

       Travel expenses ARE eligible for reimbursement under this Agreement. Bills for travel expenses specifically authorized in this Agreement shall be submitted on the Department's Contractor Travel Form No. 300-000-06 and will be paid in accordance with Section 112.061,

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       Florida Statutes, and the most current version of the Department's Disbursement Handbook for Employees and Managers.

       
       

    6. Financial Consequences. Payment shall be made only after receipt and approval of deliverables and costs incurred unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Chapters 215 and 216, Florida Statutes, or the Department's Comptroller under Section 334.044(29), Florida Statutes. If the Department determines that the performance of the Agency is unsatisfactory, the Department shall notify the Agency of the deficiency to be corrected, which correction shall be made within a time­ frame to be specified by the Department. The Agency shall, within thirty (30) days after notice from the Department, provide the Department with a corrective action plan describing how the Agency will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non­ compliance. If the corrective action plan is unacceptable to the Department, the Agency will not be reimbursed. If the deficiency is subsequently resolved, the Agency may bill the Department for the amount that was previously not reimbursed during the next billing period. If the Agency is unable to resolve the deficiency, the funds shall be forfeited at the end of the Agreement's term.

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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

       
       

    10. Submission of Other Documents. The Agency shall submit to the Department such data, reports, records, contracts, and other documents relating to the Project as the Department

        
        

        STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

        PUBLIC TRANSPORTATION GRANT AGREEMENT

        Form 725-000-01 STRATEGIC DEVELOPMENT

        OGC 07/22

        may require as listed in Exhibit "E", Program Specific Terms and Conditions attached to and incorporated into this Agreement.

        
        

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

        
        

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

           
           

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

              
              

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

              
              

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

              
              

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

           4. Non-Eligible Costs. In determining the amount of the payment, the Department will exclude all Project costs incurred by the Agency prior to the execution of this Agreement, costs incurred after the expiration of the Agreement, costs that are not provided for in Exhibit "A", Project Description and Responsibilities, and as set forth in Exhibit "B", Schedule of Financial Assistance, costs agreed to be borne by the Agency or its contractors and subcontractors for

           
           

           STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

           PUBLIC TRANSPORTATION GRANT AGREEMENT

           Form 725-000-01 STRATEGIC DEVELOPMENT

           OGC 07/22

           not meeting the Project commencement and final invoice time lines, and costs attributable to goods or services received under a contract or other arrangement that has not been approved in writing by the Department. Specific unallowable costs may be listed in Exhibit "A", Project Description and Responsibilities.

           
           

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

    
    

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

       
       

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

       
       

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

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

          
          

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

          
          

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

       
       

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

       
       

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

          
          

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

          
          

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

          
          

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

    7. Claims and Requests for Additional Work. The Agency shall have the sole responsibility for resolving claims and requests for additional work for the Project. The Agency will make best efforts to obtain the Department's input in its decisions. The Department is not obligated to reimburse for claims or requests for additional work.

       
       

12. Contracts of the Agency:

    
    

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

       
       

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

       
       

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

       
       

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

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

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

       
       

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

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

       
       

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

       
       

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

          
          

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

          
          

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

          
          

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

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

       
       

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

          
          

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

          
          

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

    
    

    Federal Funded:

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, State of Florida Chief Financial Officer (CFO), or State of Florida Auditor General.

       
       

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

       
       

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

          
          

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

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

          
          

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

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

          
          

       5. Within six months of acceptance of the audit report by the FAG, the Department will review the Agency's audit reporting package, including corrective action plans and

          
          

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Form 725-000-01 STRATEGIC DEVELOPMENT

          OGC 07/22

          management letters, to the extent necessary to determine whether timely and appropriate action on all deficiencies has been taken pertaining to the Federal award provided through the Department by this Agreement. If the Agency fails to have an audit conducted in accordance with 2 CFR Part 200, Subpart F -Audit Requirements, the Department may impose additional conditions to remedy noncompliance. If the Department determines that noncompliance cannot be remedied by imposing additional conditions, the Department may take appropriate actions to enforce compliance, which actions may include but not be limited to the following:

          
          

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

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

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

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

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

          6. Take other remedies that may be legally available.

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

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

          605 Suwannee Street

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

          
          

          State Funded:

          
          

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

             
             

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

             1. In the event the Agency meets the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency must have a State single or project­ specific audit conducted for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial Services; and

                
                

                STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                PUBLIC TRANSPORTATION GRANT AGREEMENT

                Form 725-000-01 STRATEGIC DEVELOPMENT

                OGC 07/22

                Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. Exhibit "G", Audit Requirements for Awards of State Financial Assistance, to this Agreement indicates state financial assistance awarded through the Department by this Agreement needed by the Agency to further comply with the requirements of Section 215.97, Florida Statutes. In determining the state financial assistance expended in a fiscal year, the Agency shall consider all sources of state financial assistance, including state financial assistance received from the Department by this Agreement, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct or pass-through awards and resources received by a nonstate entity for Federal program matching requirements.

                
                

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

                
                

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

                
                

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

                
                

                Florida Department of Transportation Office of Comptroller, MS 24

                605 Suwannee Street

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

                
                

                And

                
                

                State of Florida Auditor General Local Government Audits/342

                111 West Madison Street, Room 401

                Tallahassee, FL 32399-1450

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

                
                

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

                
                

             6. The Agency, when submitting financial reporting packages to the Department for audits done in accordance with Chapters 10.550 (local governmental entities) or

                
                

                STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                PUBLIC TRANSPORTATION GRANT AGREEMENT

                Form 725-000-01 STRATEGIC DEVELOPMENT

                OGC 07/22

                10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, should indicate the date the reporting package was delivered to the Agency in correspondence accompanying the reporting package.

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

                
                

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

          
          

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

       
       

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

    
    

17. Restrictions, Prohibitions, Controls and Labor Provisions:

    
    

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

       
       

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

       
       

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

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

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

       
       

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

       
       

    7. E-Verify. The Agency shall:

       
       

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

          
          

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

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

       
       

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

       
       

18. Indemnification and Insurance:

    
    

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       subcontractor, in connection with this Agreement. Additionally, the Agency shall indemnify, defend, and hold harmless the State of Florida, Department of Transportation, including the Department's officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Agency and persons employed or utilized by the Agency in the performance of this Agreement. This indemnification shall survive the termination of this Agreement. Additionally, the Agency agrees to include the following indemnification in all contracts with contractors/subcontractors and consultants/subconsultants who perform work in connection with this Agreement:

       
       

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

       
       

       This indemnification shall survive the termination of this Agreement."

       
       

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

       
       

    3. If the Agency elects to self-perform the Project, then the Agency may self-insure. If the Agency elects to hire a contractor or consultant to perform the Project, then the Agency shall carry, or cause its contractor or consultant to carry, Commercial General Liability insurance providing continuous coverage for all work or operations performed under this Agreement. Such insurance shall be no more restrictive than that provided by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida. The Agency shall cause, or cause its contractor or consultant to cause, the Department to be made an Additional Insured as to such insurance. Such coverage shall be on an "occurrence" basis and shall include Products/Completed Operations coverage. The coverage afforded to the Department as an Additional Insured shall be primary as to any other available insurance and shall not be more restrictive than the coverage afforded to the Named Insured. The limits of coverage shall not be less than $1,000,000 for each occurrence and not less than a $5,000,000 annual general aggregate, inclusive of amounts provided by an umbrella or excess policy. The limits of coverage described herein shall apply fully to the work or operations performed under the Agreement, and may not be shared with or diminished by claims unrelated to the Agreement. The policy/ies and coverage described herein may be subject to a deductible and such deductibles shall be paid by the Named Insured. No policy/ies or coverage described herein may contain or be subject to a Retention or a Self-Insured Retention unless the Agency is a state agency or subdivision of the State of Florida that elects to self-perform the Project. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, the Department shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The Department shall be notified in writing within ten days of any cancellation, notice of cancellation, lapse, renewal, or proposed change to any policy or coverage described herein. The Department's approval or failure to disapprove any policy/ies,

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights or defenses the Department may have.

    4. When the Agreement includes the construction of a railroad grade crossing, railroad overpass or underpass structure, or any other work or operations within the limits of the railroad right­ of-way, including any encroachments thereon from work or operations in the vicinity of the railroad right-of-way, the Agency shall, or cause its contractor to, in addition to the insurance coverage required above, procure and maintain Railroad Protective Liability Coverage (ISO Form CG 00 35) where the railroad is the Named Insured and where the limits are not less than $2,000,000 combined single limit for bodily injury and/or property damage per occurrence, and with an annual aggregate limit of not less than $6,000,000. The railroad shall also be added along with the Department as an Additional Insured on the policy/ies procured pursuant to the paragraph above. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, both the Department and the railroad shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The insurance described herein shall be maintained through final acceptance of the work. Both the Department and the railroad shall be notified in writing within ten days of any cancellation, notice of cancellation, renewal, or proposed change to any policy or coverage described herein. The Department's approval or failure to disapprove any policy/ies, coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights the Department may have.

       
       

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

       
       

19. Miscellaneous:

    
    

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

       
       

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

       
       

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

       
       

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

       
       

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

       
       

    6. Non-Contravention of State Law. Nothing in the Agreement shall require the Agency to observe or enforce compliance with any provision or perform any act or do any other thing in

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       contravention of any applicable state law. If any of the provisions of the Agreement violate any applicable state law, the Agency will at once notify the Department in writing so that appropriate changes and modifications may be made by the Department and the Agency to the end that the Agency may proceed as soon as possible with the Project.

       
       

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

       
       

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

       
       

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

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

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

AGENCY Manatee County Port Authority

By:                             

Name:

Title:                           

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

By:

Name: Nicole E. Mills, P.E.

Title: Director of Transportation Development

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

Legal Review:

Don Conway, Senior Attorney (as to legality and form)

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT A

Project Description and Responsibilities

1. Project Description (description of Agency's project to provide context, description of project components funded via this Agreement (if not the entire project)): This Agreement provides for the Department's financial participation in Seaport Manatee's lntermodal Rail Capacity initiative. The Port has been working with CSX Transportation (Class I Railroad), World Direct Shipping (WDS), Regional Rail (Class Ill Railroad) and others (e.g., GE Appliances, Del Monte) to start lntermodal service at the Port. The service will send 53-foot shipping containers up along the Eastern Seaboard of the United States, with a northern extent of Chambersburg, Pennsylvania, and a western extent of Ohio or Illinois. Containers would be emptied and refilled with southbound cargo destined for Florida or international export. In fall 2023, CSX and WDS entered a service agreement. WDS has also procured eight hundred (800) 53-foot shipping containers. Short-term, this Project creates near dock interim intermodal rail capacity. WDS and Regional Rail have established operating parameters to handle a minimum of 300 northbound and 300 southbound containers a week, or 31,200 total annual boxes. The interim facility is expected to meet capacity demands for up to five years. Long-term, the Project creates rail capacity for break-bulk and project cargos. The project is comprised of two components. The first component is the design and construction of a rail spur and approximately 670 feet of loading track in Zone B located in the center of the port. The rail spur will connect to existing trackage running from North Dock Street on the north and the loading track will extend south easterly towards warehouse 10. The goal of the first component is to be operational by December 2024. The estimated cost of the first component is $779,896. The second component adds approximately 900 feet of rail capacity to the Port's inside yard along North Dock Street. The new trackage will be connected to the existing trackage on the east and west sides by switches. The estimated cost of the second component is $1,183,140. The third component involves the improvements of rail crossings and surfacing around the Port. The Port has eight on-port crossings characterized by at grade asphalt entrenched rail, which is prone to rutting and at risk of failure from heavy cross traffic.

   
   

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

   
   

3. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): This Project includes the environmental, design and construction work required to complete the intermodal rail capacity activities described in the Project Description, including: aluminum; anchoring components; asphalt paving activities; backfilling; base and sub-base material; bollards (i.e., equipment protection); bolt installation; concrete-tub road crossings; cost estimates; compaction; concrete; conduit and piping; construction; construction inspection services; construction management services; consulting services; contractor stand-by; demobilization; demolition; dewatering; drainage systems; delivery fees; disposal of old railroad materials; electrical components and systems; earthwork; engineering services; erection of pre-fabricated structure(s); environmental assessments; fasteners and connectors; fencing; fire protection systems; framing; form work; geotechnical services; grading and site work; gravel or rocks; ground covering; handrails; horizontal boring; installation and testing; joint bolts; lighting systems; line and cross leveling railroad tracks; lighting systems; masonry; mitigation assessments; mobilization; permitting; plan development (e.g., 30 / 60 / 90 / 100 % and as-builts); plumbing systems; poles, towers and brackets; precast concrete; preconstruction engineering and design; procurement cost; ramps; rebar; rail(s); railroad spikes; railroad cross ties and ballast; rail crossing equipment; switch gear; security systems; soil improvement work; shore and slope protection; signage and way finding; stairways; steel; stormwater management and mitigation (e.g., 311.106, F.S.); structural components; surveying; telecommunications (e.g., optical fiber runs); temporary structures; thermal barriers; tie box anchoring; tie plates; track operations planning; underlying subgrade; utilities; and, walkway systems.

   
   

4. Deliverable(s):

   
   

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

   
   

   STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

   PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

   Form 725-000-02 STRATEGIC DEVELOPMENT

   OGC 07/22

   
   

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

   
   

6. Transit Operating Grant Requirements (Transit Only):

   
   

   Transit Operating Grants billed as an operational subsidy will require an expenditure detail report from the Agency that matches the invoice period. The expenditure detail, along with the progress report, will be the required deliverables for Transit Operating Grants. Operating grants may be issued for a term not to exceed three years from execution. The original grant agreement will include funding for year one. Funding for years two and three will be added by amendment as long as the grantee has submitted all invoices on schedule and the project deliverables for the year have been met.

   DocuSign Envelope ID: 6E08F9DA-4804-4974-8FA3-45F0AF9577AC

   
   

   Project Location

   
   

   
   

   Page 19 of 30

   
   

   STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

   PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

   Form 725-000-02 STRATEGIC DEVELOPMENT

   OGC 07/22

   
   

   EXHIBIT B

   
   

   Schedule of Financial Assistance

   
   

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

   
   

   1. Fund Type and Fiscal Year:

      
      

      Financial Management Number	Fund Type	FLAIR Category	State Fiscal Year	Object Code	CSFA/ CFDA Number	CSFA/CFDA Title or Funding Source Description	Funding Amount
      452124-1-94-04	DIS	088808	2024	751000	55.021	Rail Programs	$981,518.00
      452124-1-94-04	LF	088808	2024			Local Matching Funds	$981,518.00
      	Total Financial Assistance						$1,963,036.00

   2. Estimate of Project Costs by Grant Phase:

      
      

      Phases*	State	Local	Federal	Totals	State %	Local %	Federal %
      Land Acquisition	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Planning	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Environmental/Design/Construction	$981,518.00	$981,518.00	$0.00	$1,963,036.00	50.00	50.00	0.00
      Capital Equipment/ Preventative Maintenance	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Match to Direct Federal Funding	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Mobility Management (Transit Only)	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Totals	$981,518.00	$981,518.00	$0.00	$1,963,036.00

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

      
      

      Scope Code and/or Activity I

      Line Item (ALI) (Transit Only)

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

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

Signature

05/29/2024 I 10:43 AM EDT

Date

Amanda Tyner, MPA, MPE Department Grant Manager Name

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

EXHIBIT C

TERMS AND CONDITIONS OF CONSTRUCTION

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

1. Design and Construction Standards and Required Approvals.

   
   

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

      
      

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

      
      

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

      
      

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

      
      

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

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

      
      

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

   
   

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

      
      

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 07/22

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

      
      

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

      
      

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

      
      

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

      
      

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

      
      

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

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

      
      

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 07/22

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

      
      

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

      
      

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

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

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

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

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

             
             

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

             
             

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

             
             

             STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

             PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

             Form 725-000-02 STRATEGIC DEVELOPMENT

             OGC 07/22

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

             
             

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

             
             

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

             
             

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

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

             
             

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

          
          

          Insert District PIO contact info:

          Phone: (863) 519-2362; Fax: (239) 338-2353

          
          

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

          
          

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

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

ENGINEER'S CERTIFICATION OF COMPLIANCE

PUBLIC TRANSPORTATION GRANT AGREEMENT BETWEEN

THE STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

and                                       

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

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

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

By:                                                                                                                             I    P.E.

SEAL: Name:                                             Date:                               

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT D AGENCY RESOLUTION

PLEASE SEE ATTACHED

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 06/19

EXHIBIT E

PROGRAM SPECIFIC TERMS AND CONDITIONS - INTERMODAL ACCESS

The Program Specific Terms and Conditions - lntermodal Access, are to be used for capacity projects only, such as: intermodal studies (feasibility, preliminary design and engineering); fixed guide-way systems; capacity road and capacity rail projects that are designed to terminate at major modal facilities (airports, seaports, railroad and transit terminals, etc.); intermodal and multi-modal transportation terminals; development of dedicated bus lanes; or public projects that otherwise facilitate the intermodal movement of people and goods.

1. General.

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

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

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

      
      

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

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

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

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

      
      

3. Duration of Terms and Assurances.

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

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

      
      

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

   1. Florida Statutes (F.S.)

   2. Local Government Requirements

      1. Local Zoning/Land Use Ordinance

      2. Local Comprehensive Plan

         
         

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

   1. Federal Requirements

   2. Local Government Requirements

      1. Local Building Codes

      2. Local Zoning Codes

   3. Department Requirements

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

      2. Manual on Uniform Traffic Control Devices

         
         

6. Consistency with Local Government Plans.

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

      
      

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 06/19

      
      

   2. The Agency assures that it has given fair consideration to the interest of local communities and has had reasonable consultation with those parties affected by the Project.

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

      
      

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

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

   2. Maintain direct control of Project administration, including:

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

      2. Secure written Department approval to execute each agreement for the purchase of real property with any third party.

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

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

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

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

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

      
      

8. Preserving Rights, Powers and Interest.

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

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

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

      
      

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

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

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

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

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

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

-- End of Exhibit E -

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT F

Contract Payment Requirements

Florida Department of Financial Services, Reference Guide for State Expenditures

Cost Reimbursement Contracts

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

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

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

   
   

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

   
   

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

   
   

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

   
   

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

   
   

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

   
   

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

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

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

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT G

AUDIT REQUIREMENTS FOR AWARDS OF STATE FINANCIAL ASSISTANCE

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

Awarding Agency: State Project Title: CSFA Number:

*Award Amount:

Florida Department of Transportation Rail Programs

55.021

$981,518

*The award amount may change with amendments

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

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

State Project Compliance Requirements https://apps.fldfs.com/fsaa/searchCompliance.aspx

for CSFA Number are provided at:

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

To: Amanda.Tyner@dot.state.fl.us

FLORIDA DEPARTMENT OF TRANSPORTATION FUNDS APPROVAL

G2Z62 5/29/2024

CONTRACT INFORMATION

FUNDS APPROVAL INFORMATION

FUNDS APPROVED/REVIEWED FOR JASON ADANK, CPA, COMPTROLLER ON 5/29/2024

Total Amount: $981,518.00

Page1 of 1

Tyner, Amanda

From: Sent: To:

Cc:

Subject:

Stevens, Sarah on behalf of D1 WPAUTH Thursday, May 23, 2024 10:57 AM Tyner, Amanda; D1 WPAUTH

Simmons, Paul

RE: FPN 452124-1-94-04

You can enter in CFM on Monday@

Sarah Stevens, FCCM

Work Program Specialist II

Florida Department of Transportation - District One 801 N. Broadway Avenue

Bartow, FL 33830

ii: (863)519-2268

: Sarah.Stevens@dot.state.fl.us

From: Tyner, Amanda <Amanda.Tyner@dot.state.fl.us>

Sent: Thursday, May 23, 2024 8:40 AM

To: D1 WPAUTH <Dl.WPAUTH@dot.state.fl.us> Cc: Simmons, Paul <Paul.Simmons@dot.state.fl.us> Subject: FPN 452124-1-94-04

Good morning,

Please authorize the following funds:

FPN:

Fiscal Year: Fund: Program: Amount:

452124-1-94-04

2024

DIS 29

$918,581

These funds are associated with the request for a seaport rail spur. Have a great rest of your day!

Thanks,

AV\ttCl 1/\.,otCf L. Ttj 1/\.,er, MPA, MPE

District Freight & Seaport Coordinator FOOT - District One, ISD Office

(0) 863.519.2913 I (C) 863.991.5020

Email: amanda.tyner@dot.state.fl.us

*Confidentiality Notice: This e-mail communication and any attachments may contain confidential and privileged information for the use of the designated recipients named above. Any unauthorized review, use, disclosure, or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply email and delete the original message and destroy all copies.

‌June 20, 2024

CONSENT

AGENDA ITEM 3.F.: ZONE B EAST DEVELOPMENT STORMWATER TREATMENT CAPACITY

BACKGROUND:

As provided for in Section 311.106, Florida Statutes, on June 4, 2021, the Executive Director approved and entered into a contract with National Stormwater Trust, Inc. for a Capacity Purchase Agreement to purchase stormwater capacity totaling $127,500 for the Berth 4 Extension project. On May 23, 2023, additional stormwater capacity totaling

$427,500 was approved for the Warehouse 12 Cargo Pad project. The parties now wish to amend the contract to increase stormwater capacity by .48 acres for the Zone B East Development project, totaling an additional $360,000 as provided for in Schedule A No.

02. The approval allows National Stormwater Trust to provide a Reservation Letter after payment of a deposit to help expedite the permitting process.

ATTACHMENT:

Schedule “A” No. 02

COST AND FUNDING SOURCE:

$360,000 Port cash

CONSEQUENCES IF DEFERRED:

Delay in purchase of offsite stormwater treatment capacity

LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

Move to approve and authorize the Chairman to execute Schedule “A” No.: 02 Purchase of Additional Capacity in the amount of $360,000 between National Stormwater Trust, Inc. and the Manatee County Port Authority.

national

stormwater trust®

2282 Killearn Center Boulevard Tallahassee, Florida 32309 https:/ / nationalstormwater.com

SCHEDULE "A" NO.: 02 PURCHASE OF ADDITIONAL CAPACITY

National Stormwater Trust, Inc. ("NST') is pleased to sell the herein described Additional Capacity (as that term is defined below) pursuant to the existing Capacity Purchase Agreement with Manatee County Port Authority dba SeaPort Manatee ("Buyer") dated June 4, 2021 ("Agreement"), the terms and conditions of which are incorporated into this Schedule A. Once fully executed by the Parties, this Schedule A shall become an addendum to the Agreement, regardless of whether it is physically attached to the Agreement. All terms and conditions of the Agreement shall apply to this Schedule A unless they have been specifically and explicitly modified by or amended in this Schedule A.

Schedule A Effective Date: 06/01/2024

Basin: Tampa Bay

Project: SeaPort Manatee Zone B East Development

Additional Capacity: 0.48 ac-ft

Additional Deposit: $72,000.00 (20% of Additional Purchase Price); Additional Deposit is payable upon execution of this Schedule A

Additional Purchase Price: $360,000.00 (0.48 ac.-ft. x $750,000 per ac.-ft. Agreement price); Payable, less a credit for the Additional Deposit, within 30 days of Buyer's receipt of the Capacity Allocation Certificate, Permit Modification, and invoice.

SELLER: BUYER:

NATIONAL STORMWATER TRUST, INC.                                                           

Sign:_                             

Name: . . Fer uson

Its: President and COO Date: 28 May 2024

Name:                                     Its:                               _

THIS FORM IS FOR FLORIDA COMPENSATORY CAPACITY ONLY

Revised: 06242021

© 2021-23 National Stormwater Trust, Inc., all rights reserved

‌June 20, 2024

CONSENT

AGENDA ITEM 3.G.: KONECRANES AMENDMENT AGREEMENT NO. 1

BACKGROUND:

On March 21, 2024, the Authority approved the purchase of two mobile harbor cranes. Included in the contract were spreaders that handle single containers. It has been determined that tandem spreaders are a better choice to accommodate SeaPort Manatee’s container business. Amendment Agreement No. 1 upgrades the spreaders for $86,800.

ATTACHMENT:

Amendment Agreement No. 1

COST AND FUNDING SOURCE:

$86,800 Port cash

CONSEQUENCES IF DEFERRED:

Delay in approval to upgraded spreaders

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute Amendment Agreement No. 1 between Konecranes and the Authority for upgraded spreaders in the amount of $86,800.

Amendment Agreement No. 1

This Amendment Agreement No. 1 (herein referred to as “Amendment”) takes effect from the latest date signed and is made by and between:

Manatee County Port Authority, a company organized under the laws of State of Florida, whose principal place of business is at 300 Tampa Bay Way Palmetto, FL 34221-6603 USA

hereinafter referred to as the as the “Buyer”. and

Konecranes GmbH, a company organized under the laws of the Federal Republic of Germany, whose principal place of business is at Forststrasse 16, 40597 Duesseldorf,

Germany

hereinafter referred to as the as the “Seller”

Both parties hereinafter referred to individually as a “Party” or collectively as “Parties”

WHEREAS

The PARTIES have entered into a contract for the purchase and sale of machinery with the no. 18185 dated 21st March 2024 (herein referred to as the “Contract”)

The Buyer and the Supplier wishes to amend the Contract.

1/3

onecranes GmbH, P.O. Box 18 03 43, Forststrasse 16, 40597 Düsseldorf, Germany, Tel +49 211 7102 0, Fax +49 211 7102 3650, Registered office: Duesseldorf, HRB Duesseldorf 99939, Germany, konecranes.com,

Management Board: Heribert Barlage, Thorsten Petry, Nico Zamzow, Chairperson of the Supervisory Board: Anneli Karkovirta,

Tax Reg. No: 106/5715/4206, VAT Reg. No: DE164416080, Bank: SEB AB, Frankfurt, Germany, IBAN: DE63 5122 0200 0031 5130 05, Swift (BIC): ESSEDEFF

matters.

KON (,RANES Moveswhat

NOW IT IS AGREED as follows:

1. Definitions

   Except as defined herein all capitalized terms and expressions shall have the same meaning as in the Contract.

   
   

2. Status of this agreement

   This Amendment is supplemental to the Contract. Except to the extent expressly amended by this Amendment, all terms and conditions of the Contract shall remain in full force and effect.

   
   

3. Amendments

   1. Change in scope of supplies and services

      The extra item "2710.2 Spreader Bromma EH 5 U (41t)" under clause 1.1 shall be replaced by the extra item "2710.2 Spreader Bromma EH 170 U (60t)".

   2. Change in contract price

      The change under clause 3.1 leads to an increase of the Contract Price in the amount of EUR 80,000.00 which is equal to USD 86,800.00 calculated at a spot exchange currency rate of EUR 1/ USD 1.0850 valid at the date of 27.05.2024:

      • actual Contract Price: USD 5,245,964.00

      • new Contract Price: USD 5,332,764.00

   3. Payment schedule

      The amount of USD 86,800.00 shall be paid per Florida's Local Government Prompt Payment Act, sections 218.70 through 218.80, Florida Statutes, as may be amended.

      
      

      IN WITNESS WHEREOF, the parties have caused this Amendment Agreement No. 1 to be duly executed in duplicate this the l..Q"Ch day of June 2024.

      
      

      I1<0NEC,,RANES GOTTWALD I

      
      

      2/3

      onecranes GmbH, P.O. Box 18 03 43, Forststrasse 16, 40597 Diisseldorf, Germany, Tel +49 2117102 0, Fax +49 2117102 3650, Registered office: Duesseldorf, HRB Duesseldorf 99939, Germany, konecranes.com,

      Management Board: Heribert Barlage, Thorsten Petry, Nico Zamzow, Chairperson of the Supervisory Board: Anneli Karkovirta,

      Tax Reg. No: 106/5715/4206, VAT Reg, No: DE164416080, Bank: SEB AB, Frankfurt, Germany, IBAN: DE63 5122 0200 00315130 05, Swift (BIC): ESSEDEFF

      
      

      ATTEST:

      ANGELINA M. COLONNESO MANATEE COUNTY PORT

      Clerk of Circuit Court AUTHORITY

      
      

      By:                                                                               By:                             

      Chairman

      Printed:                     

      
      

      WITNESSES: KONECRANES

      
      

      Title:

      Digital unterschrieben von Andreas G. Moeller

      Datum: 2024.06.03 11:40:05

      +02'00'

      Digitally signed by i.A. Attila Köksal

      By:

      
      

      
      

      3/3

      onecranes GmbH, P.O. Box 18 03 43, Forststrasse 16, 40597 Düsseldorf, Germany, Tel +49 211 7102 0, Fax +49 211 7102 3650, Registered office: Duesseldorf, HRB Duesseldorf 99939, Germany, konecranes.com,

      Management Board: Heribert Barlage, Thorsten Petry, Nico Zamzow, Chairperson of the Supervisory Board: Anneli Karkovirta,

      Tax Reg. No: 106/5715/4206, VAT Reg. No: DE164416080, Bank: SEB AB, Frankfurt, Germany, IBAN: DE63 5122 0200 0031 5130 05, Swift (BIC): ESSEDEFF

      ‌June 20, 2024

      CONSENT

      AGENDA ITEM 3.H.: FIRST AMENDMENT TO PORT MANATEE AND AGUNSA

      MANATEE TERMINAL, LLC CONSOLIDATED LEASE

      
      

      BACKGROUND:

      On August 22, 2023, the Authority approved the Port Manatee and Agunsa Manatee Terminal, LLC (Agunsa) Consolidated Lease. Agunsa wishes to extend its term until September 30, 2024, with three

      (3) 10-year renewal options. In addition, the minimum annual guarantee will be reduced from 400,000 tons to 300,000 tons for fiscal years 2024 and 2025.

      
      

      ATTACHMENT:

      First Amendment to Port Manatee and Agunsa Manatee Terminal, LLC Consolidated Lease

      
      

      COST AND FUNDING SOURCE:

      N/A

      
      

      CONSEQUENCES IF DEFERRED:

      Delay in approving the first amendment

      
      

      LEGAL COUNSEL REVIEW: Yes

      
      

      RECOMMENDATION:

      Move to approve and authorize the Chairman to execute First Amendment to Port Manatee and Agunsa Manatee Terminal, LLC Consolidated Lease

      FIRST AMENDMENT TO PORT MANATEE AND AGUNSA MANATEE TERMINAL, LLC CONSOLIDATED LEASE

      This First Amendment to Port Manatee and Agunsa Manatee Terminal, LLC Consolidated Lease ("First Amendment") is made and entered into this 20thday of June 2024, by and between Manatee County Port Authority, a political entity of the State of Florida, whose principal place of business is located at Port Manatee, 300 Tampa Bay Way, Suite One, Palmetto, Florida 34221 ("Authority"), and Agunsa Manatee Terminal, LLC, a limited liability company duly organized and existing under the laws of the State of Florida , with a principal place of business

      located at 1200 Brickell Ave 4th Floor, Miami, FL 33131 ("Lessee") (collectively referred to as

      the "Parties").

      
      

      RECITALS

      
      

      1. The Authority and Lessee's predecessor in interest, Agunsa Manatee Terminal, LLC, a New York limited liability company with a principal place of business located at 304 National St, Palmetto, FL 34221 ("Original Lessee"), entered into that certain to Port Manatee and Agunsa Manatee Tenrunal, LLC Consolidated Lease on August 22, 2023 ("Lease Agreement'').

         
         

      2. On February 13, 2023, Original Lessee filed articles of conversion. converting it to Lessee.

         
         

      3. Section 32 of the Lease Agreement provides that Original Lessee may not assign the Lease Agreement without the express written approval of the Authority and that the Authority will not arbitrarily refuse to permit such assignment if Original Lessee furnishes evidence satisfactory to the Authority that the assignee has financial resources to secure the performance of the tenns and conditions of the Lease Agreement, which are at least equal to those of the Original Lessee.

         
         

      4. Lessee represents that it has financial resources to secure the performance of the terms and conditions of the Lease Agreement, which are at least equal to those of the Original Lessee.

         
         

      5. All capitalized terms used in this First Amendment, which are not otherwise defined in this First Amendment, shall have the same meaning as set forth in the Lease Agreement

         
         

      6. The Parties desire to amend the Lease Agreement as set forth in this First Amendment to revise the term that the Demised Premises are leased to Lessee, including extensions, to provide for rent for the revised term, and to decrease the minimum annual guaranteed tonnage for certain fiscal years.

      NOW, TIIEREFORE, for and in consideration of the foregoing promises and the mutual covenants contained in this First Amendment, it is agreed byand between the Parties that the Lease Agreement is amended as follows:

      
      

      1. Recitals. The above recitals are true and correct and are incorporated in this First

         Amendment by reference as if fully set forth in this First Amendment.

         
         

      2. Assignment. The Authority approves the assignment of the Lease Agreement from Original Lessee to Lessee

         
         

      3. Amendment to Section 4. Section 4, ..TERM", of the Lease Agreement is amended to read as follows:

         
         

4. TERM. The duration or term of this Lease for the 10-acre Parcel commences on May 1, 2024, and tenninates on September 30, 2034 ("Initial Term"), unless otherwise extended as provided in this Lease.

   
   

   The duration or term of this Lease for the Mooring Area commences on May l, 2024, and terminates on September 30, 2034. If any vessel, including but not limited to barges, remains in the Mooring Area after the expiration or termination of the term of the Mooring Area, it will result in a tenancy at will, in accordance with the paragraph of this Lease entitled ''No Holding Over."

   
   

   The duration or term of this Lease for the 7-acre Parcel commences on May 1,2024, and

   tenninates on September 30, 2034.

   
   

   The duration or term of this Lease for the Bay Street North Parcel commences on May 1, 2024, and terminates on September 30, 2034 ("Initial Term for Bay Street North Parcel").

   
   

   The duration or term of this Lease for Warehouse 3 commences on May 1, 2024, and tenninates on September 30, 2034.

   
   

   The duration or term of this Lease for the 2.015-acre Parcel commences on May 1, 2024,

   and terminates on September 30, 2034.

   
   

   The term of this Lease for the demised premises may be extended for three (3) ten-year extensions. To extend the term, the Lessee must notify the Authority in writing no later than 60 days prior to the expiration of the then existingterm of this Lease and the Authority must consent to the extension_as evidenced by mutual written agreement of the Parties executes with the same formality as this Lease. As used herein, a "year of this Lease" or "Lease year" means each consecutive twelve (12) month period commencing on the

   Effective Date and the Authority consents to each anniversary extension. As used herein, ''Term'' means the Initial Term and any extension thereto.

   
   

   1. Amendment to Section 5. Section 5, ..RENT", of the Lease Agreement is amended to read

      as follows:

      
      

5. RENT. TheLessee shall pay to theAuthority rent forthe demised premises, payable monthly in advance together with any applicable Florida sales taxes on rent payable at the same time on the first day of the month.

10-Acre Parcel - The rent for the 10-acre Parcel is as follows:

• May 1, 2024 to September 30, 2028: $4,417 per acre per month

• October 1, 2028 to September 30, 2034: the amount of the increase will be determined by multiplying the annual rent by the percentage of change and the most recently published U.S. Department of Labor All Urban Consumer Price Index ("CPI-U"), all items, not to exceed three percent (3%) in any five (5) year lease period. The percentage change will be computed by comparing index figures published for the month closest to the Lease year anniversary date with the same month of the preceding fifth lease year. For example, if the Lease commencement date is October 1, 2028, the adjustment for the annual rental due on October I, 2033, will be calculated by using the index published for the most recent month available prior to October 1, 2028, and comparing it to the index published for the same month of the year 2033 subject to the 3% percent cap. The index to be used will be the most recently published U. S. Department of Labor, All Urban Consumer Price Index. Annual rent must never be less than $4,417 per acre per month and will only increase in accordance with the above formula.

  
  

  Should the Lessee exercise its option to extend the duration or term for the I0-acre Parcel beyond September 30, 2034, asset forthin the paragraph of this Lease entitled "Term," the rent will be an amount equal to ten percent (10%) of the fair market value of the 10-acre Parcel as determined by the most recent appraisal obtained by the Authority of the fair market value of all of the real property at Port Manatee in accordance with the paragraph of this Lease entitled "Appraisals," but will notexceed twenty-five percent (25%) of annual rent paid during the preceding ten-year period.

  
  

  Mooring Area - Therent for the Mooring Area is as follows:

  
  

• May 1, 2024 to September 30, 2028: $3,500 per month flat feeOctober I, 2028 to September 30, 2034 and any extension through September 30, 2064, should the Lessee exercise its option to extend the duration or term for the Mooring Area as set forth in the paragraph of this Lease entitled

"Term," the amount of the annual increase will be determined by multiplying the annual rent by the percentage of change and the most recently published U.S. Department of Labor All Urban Consumer Price Index ("CPI-U"), all items, not to exceed three percent (3%) in any one

(1) year lease period. The percentage change will be computed by comparing index figures published for the month closest to the Lease year anniversary date with the same month of the preceding fifth lease

year. For example, if the Lease commencement date is October 1, 2028, the adjustment for the annual rental due on October I, 2029, will be calculated by using the index published for the most recent month available prior to October 1, 2028, and comparing it to the index published for the same month of the year 2029 subject to the 3% percent cap. The index to be used will be the most recently published U.S. Department of Labor, All Urban Consumer Price Index. Annual rent must never be less than $3,500 per month and will only increase in accordance with the above formula.

The Port Manatee Tariff in effect will be assessed for all charges for dockage, wharfage, line handling, water, security and harbor master fees when any of the barges makes fast to any of the Port's berths.

7-Acre Parcel - The rent for the 7-acre Parcel is as follows:

• May 1, 2024 to September 30, 2028: $3,600.00 per acre per month

• October 1, 2028 to September 30, 2034: $4,417 per acre per month

  
  

  Should the Lessee exercise its option to extend the duration or term for the 7-acre Parcel beyond September 30, 2034, as set forth in the paragraph of this Lease entitled "Tenn," the annual rent for eachyear during the extended term(s) will be an amount equal to ten percent (10%) of the fair market value of the 7-acre Parcel as determined by the most recent appraisal obtained by the Authority of the fair market value of all of the real property at Port Manatee in accordance with the paragraph of this Lease entitled "Appraisals," but will not exceed twenty-five percent (25%) of annual rent paid during the preceding ten-year period.

  
  

  Bay Street North Parcel - The Parties recognize that the market rent of the Bay Street North Parcel is $3,600 per uscublc acTc per month upon completion of the proposed site and access improvements. The Authority reserves the right to review and approve the site plan. Lessee agrees to make certain improvements to the Bay Street North Parcel at its sole cost and expense in the amount not to exceed approximately Two Million Dollars ($2,000,000.00), which includes the design, regulatory approvals, site grading, drainage installation, construction of new roadways, installation of fencing. installation of certain utilities, and stabilization of the Bay Street North Parcel. If Lessee desires to make improvements for the Bay Street North Parcel in excess of the Two Million Dollars

  ($2,000,000.00),then the Lessee must first obtain approval by the Authority in accordance with the paragraph of this Lease entitled "lmprovements.11 These certain improvements on the Bay Street North Parcel are more specifically described in the attached,_incorporated by reference, and made a part of this Lease as Exhibit "H." The Authority desires to own these improvements as Authority assets, upon expiration or tennination of the Lease and therefore, the Parties agree that the Authority shall reimburse the Lessee for these certain improvements in the form of rent reductions during the construction of, and initial use of these certain improvements for cargo storage, and that the Authority shall take possession of these certain improvements at the expiration or termination of theLease for noadditional compensation to the Lessee. The Lessee shall pay to the Authority rent for the demised premises, payable monthly in advance together with any applicable F1orida sales taxes on rent payable at the same time. The rent for the Bay Street North Parcel is as follows:

  
  

• Until cargo is stored on the Bay Street North Parcel or the Bay Street North Parcel Improvement Deadline occurs, whichever occurs first: $10.00 per acre per month charged for all IO acres.

• For any cargo stored at the Bay Street North Parcel during the Initial Term for Bay Street North Parcel: The rent will be $2,600 per acreper month for the acreage where the cargo was stored, which will be credited towards the total costs of the improvements identified in Exhibit H. The rent will be $10 per acre per month for any remaining acres without cargo stored before the Bay Street North Parcel Improvement Deadline: If cargo is placed on any portion oftbe Bay Street North Parcel anytime during a month, the per acre amount will be calculated by rounding the acreage upto theclosest full acre used, and not less than 1 acre, for that month. As a result of this reduced/credited rent for this period, the Authority's total credit to the Lessee for the total cost of the improvements identified in Exhibit H will be calculated as follows: $2,600 xacre(s) of stored cargo x month and credited towards the total cost of the improvements identified in Exhibit H.

• If the improvements in Exhibit H are not complete by the Bay Street North Parcel Improvement Deadline, then the rent for any acre of the Bay Street Parcel that does not have cargo stored will be $3,600 per acre per month.

• From October 1, 2028 through September 30, 2034, the annual amount of the increase will be determined by multiplying the current annual rent by the percentage of change and the most recently published U.S. Department of Labor All Urban Consumer Price Index ("CPI-U"), all items, not to exceed three percent (3%) inanyfive(5) year lease period.The percentage change will becomputed bycomparing index figures published for the month closest to the Lease year anniversary date with the same month of the preceding fifth lease year. Forexample, the adjustment for theannual rental due on October 1, 2023, will be calculated by using the index published for the most recent month available prior to the May 20, 2021, and comparing it to the index published for the same month of the year 2023 subject to the 3% percent cap. The index to be used will be the most recently published U.S. Department of Labor, All Urban Consumer Price Index. Annual rent on an extended term must never be

  less than $3,600 per acre per month and will only increase in accordance with the above formula.

  
  

  Should theLesseeexercise itsoption to extend theduration ortennfortheBay Street North Parcel as set forth in the paragraph of the Lease entitled "Term- the annual rent for each year during the extended tenn(s) will be an amount equal to ten percent (10%) of the fair market value of the Bay Street North Parcel as detennined by the most recent appraisal obtained by the Authority of the fair market value of all of the real property at Port Manatee in accordance with the paragraph of the Lease entitled "Appraisals," but will not exceed twenty­ five percent (25%) of annual rent paid during the preceding five-year period.

  
  

  To detennine the cargo stored at the Bay Street North Parcel for the purposes of calculating the rent payable to the Authority, the Lessee shall allow the Authority, in the manner the Authority elects, to inspect the Bay Street North Parcel upon at least forty-eight (48) hours prior written notice to the Lessee. If the Authority determines, at the Authority's sole and absolute discretion, that cargo is beingstored on the Bay Street North Paiwl, the rent owed to the Authority shall be adjusted the month following the inspection according to the terms specified in this section. There shall be no limit on the number of inspections the Authority may conduct under this section of the Lease.

  
  

  Warehouse 3 (30,129.44 square feet in Warehouse 3, which excludes the office space)

  -The rent for Warehouse 3 is as follows:

  
  

• May 1, 2024 to September 30, 2028: The rent for 30,129.44 square feet in Warehouse 3 (which excludes the office space) @ $0.52 per square foot, totals $15,667.31 per month together with any applicable Florida Sales taxes.

• October 1, 2028 to September 30, 2034: The rent for 30,129.44 square feet in Warehouse 3 (which excludes the office space) @ $0.85 per square foot, totals $25,610.03 per month together with any applicable Florida Sales taxes.

  
  

  Should the Lessee exercise its option to extend the duration or term for the Warehouse 3 beyond September 30, 2034, as set forth in the paragraph of this Lease entitled "Term," the annual rent for each year during theextended term(s) will bean amount equal to ten percent (10%) of the fair market value of the Warehouse 3 as determined by the most recent appraisal obtained by the Authority of the fair market value of all of the real property at PortManatee in accordance with the paragraph of this Lease entitled "Appraisals," but will not exceed twenty-five percent (25%) of annual rent paid during the preceding ten-year period

  
  

  Warehouse 3 (2,313.50 square feet in office space in Warehouse 3) - The rent for

  Warehouse 3isas follows:

• May l, 2024 to September 30, 2028: The rent for 2,313.50 square feet in office space in Warehouse 3 @$0.62 per month, totals $1,434.37, together with any applicable Florida sales tax.

• October 1, 2028 to September 30, 2034: The rent for 2,313.50 square feet in office space in Warehouse 3 @ $0.85 per month, totals $1,966.48, together with any applicable Florida sales tax.

Should the Lessee exercise its option to extend the duration or term for the Warehouse 3 beyond September 30, 2034 as set forthin the paragraph of this Lease entitled "Term," the annual rent foreach year during theextended term(s) will bean amount equal to ten percent (10%) of the fair market value of the Warehouse 3 as determined by the most recent appraisal obtained by the Authority of the fair market value of all of the real property at Port Manatee in accordance with the paragraph ofthis Lease entitled "Appraisals," but will not exceed twenty-five percent (25%) of annual rent paid during the preceding ten-year period.

2.01S acre Parcel- The rent for the 2.015 acre Parcel is as follows: $2,650.21 per month from May 1, 2024 to September 30, 2028. From October l, 2028 to September 30, 2034, the annual rent for each year during will be as follows: determined by multiplying the annual rent by the percentage of change in the most recently published U.S. Department of Labor All UrbanConsumer Price Index(''CPI-U"), all items, not to exceed three percent (3%) in any tear. The percentage change will be computed by comparing index figures published for the month closest to the Lease year anniversary date with the same month of the preceding Lease year. For example, if the Lease commencement date is October 1, 2028, the adjustment for the annual rental due on October I, 2029, will be calculated by using the index published for the most recent month available prior to October 1, 2028, and comparing it to the index published for th.e same month of the year 2029 subject to the 3% percent cap. The index to be used will be the most recently published U. S. Department of Labor, All Urban Consumer Price Index. Annual rent must never be less than $2,650.21 per month and will only increase in accordance with the above formula.

Should the Lessee exercise its option to extend the duration or term for the 2.015-acre Parcel beyond September 30, 2034, as set forth in the paragraph of this Lease entitled "Tenn," the annual rent for each year during the extended term(s) will be an amount equal to ten percent (10%) of the fair market value of the 2.015-acre Parcel as determined by the most recent appraisal obtained by the Authority of the fair market value of al] of the real

property at Port Manatee in accordance with the paragraph of this Lease entitled "Appraisals," but will not exceed twenty-five percent (25%) of annual rent paid during the preceding ten-year period.

1. Amendment  to  Section  14. Section 14, "MlNJMUM ANNUAL GUARANTEED TONNAGE", of the Lease Agreement is amended to read as follows:

   1. MINIMUM ANNUAL GUARANTEED TONNAGE. Regardless of the amount of short tons (2,000 pounds) of cargo actually shipped through Port Manatee by Lessee during the Initial Term or any extended term, Lessee guarantees that the following amount of short tons will be paidby Lessee to the Authority ("minimum annual guarantee" or "MAG"):

      
      

      • October 1, 2023 to September 30, 2025-300,000 short tons each year

      • October 1, 2025- September 30, 2028 - 400,000 short tons each year

      • October 1, 2028 andeach year thereafter- see below.

        
        

        Any MAG shortfall will beat ablended wharfage rate of$.80pershort ton. Witheach renewal option, the MAG shortfall wharfage rate will be increased 4 percent In the event the Authority, due to berthcongestion. is unable to dock a vessel transporting the Lessee's cargo on the day the cargo arrives at Port Manatee, then the Authority adjust the MAG as defined in the paragraph of this Lease entitled "Force Majeure and Abatement of Payments" in this Lease.

        
        

        Upon the expiration of each year of theterm of this Lease, an accounting will be made as to the actual amount of wharfage charged by the Authority and paid by the Lessee for each particular year, and the Lessee shall pay within 30 days thereafter any difference remaining duebetween the amount ofthewharfageactually paidandthe amount of guaranteed wharfage for that particular year. In the event the Lessee elects to exercise its option toextend the tenn ofthis Leaseset forthin theparagraphof thisLease entitled "Tenn," theparties shall negotiate the MAG for each extension period prior to commencement and the MAG must not be less than 400,000 short tons per year for anyextended term(s).

        
        

2. Conflict. In theevent of a conflict between the Lease Agreement and this FirstAmendment, the provisions set forth in this First Amendment sha11 prevail.

   
   

3. Authority to Execute. Each of the Parties covenants to the other party that it has lawful authority to enter into this First Amendment. that the governing body of each of the Parties has approved this First Amendment and that the governing body of each of the Parties has authorized the execution of this First Amendment in the manner set forth below.

   
   

4. Counterparts; Signatures. This First Amendment will become effective May 1, 2024, if it has been executed by all the undersigned. This First Amendment may be executed in counterparts, each of which constitutes an original and all of which together will constitute one and the same instrument. This First Amendment may be executed by electronic signature technology and such electronic signature shall act as the Parties' legal signatures on this Lease and shall be treated in all respects as an original handwritten signature.

[The remainder of this page is intentionally blank.]

IN WITNESS WHEREOF, the Parties have caused this First Amendment to be duly executed as of the 20th of June 2024.

THE AUTHORITY

ATTEST: ANGELJNA "ANGEL" COLONNESO

Clerk of Circuit Court

MANATEE COUNTY

PORT AUTIIORITY

Signature (Date)

WITNESS#!:

N/A

Signature

N/A

PrintName

WITNESS#2:

N/A

Signature

     N/A      

Print Name

LESSEE

By:                           _ Chairman

   day of                     2,024

AGUNSA MANATEE TERMINAL

LLC

By:                    

Sign

/Vl A&" M\ L,: A /JO u\}A1}JdA O /-, A

Print Name

     C-t:O       

Title

_l.1_dayof "5 v /V ,2024

‌June 20, 2024

CONSENT

AGENDA ITEM 3.I.: APPROVAL OF THE SUBLEASE BETWEEN

AGUNSA MANATEE TERMINAL LLC AND MEDCEM MADENCILIK A.S.

BACKGROUND:

On August 22, 2023, the Authority approved the Port Manatee and Agunsa Manatee Terminal, LLC (Agunsa) Consolidated Lease. Agunsa wishes to sublease approximately four (4) acres of land and certain offices to Medcem Madencilik A.S. (Medcem) for the purpose of offloading, storing, handling, bagging, and related services related to importation, manufacturing and distribution of cement and cement related products. The lease requires the written approval of the Authority for Agunsa to Sublease to Medcem. The sublease does not adversely affect the interests of the Authority.

ATTACHMENT:

Resolution PA-24-18

COST AND FUNDING SOURCE:

N/A

CONSEQUENCES IF DEFERRED:

Delay in approving the sublease between Agunsa and Medcem

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute Resolution PA-24-18 authorizing the sublease of land at SeaPort Manatee by Agunsa Manatee Terminals, LLC to Medcem Madencilik A.S..

RESOLUTION PA-24-18

MANATEE COUNTY PORT AUTHORITY APPROVAL FOR THE SUBLEASING OF CERTAIN AREAS AT SEAPORT MANATEE BY AGUNSA MANATEE TERMINALS LLC TO MEDCEM MADENCILIK A.S.

WHEREAS, on August 22, 2023, Agunda Manatee Terminals, LLC (“Agunsa”) entered into a Consolidated Lease Agreement, (“Lease”); and

WHEREAS, paragraph 32 of the Lease provides that the Lease may be sublet with the Authority’s consent, but Agunsa shall remain liable to the Authority for the terms and conditions of the Lease; and

WHEREAS, Agunsa desires to sublet approximately four (4) acres of land and certain offices of the 7 acre parcel of the demised premises, which are depicted in Exhibit A attached hereto and incorporated herein, to Medcem Madencilik A.S. for the purpose of manufacturing and distribution of cement and cement related products or any other lawful purpose related to the foregoing; and

WHEREAS, the provisions of the sublease do not adversely affect the interests of the Authority and may enhance or promote the flow of waterborne commerce through SeaPort Manatee.

NOW THEREFORE BE IT RESOLVED by the Authority that permission is hereby granted for Agunsa to sublet the aforementioned premises pursuant to its Lease with the Authority to Medcem Madencilik A.S. to the extent set forth in the Lease entered into by and between Agunsa and Medcem Madencilik dated May 5, 2024.

PASSED AND ADOPTED in regular session on this 20th day of June 2024.

(SEAL) MANATEE COUNTY PORT AUTHORITY

ATTEST: By:                                

Name:                              

Title:                              

By:                                         

Name:                                   

Title: Clerk of Circuit Court

Exhibit A (Sublet Area)

LEGAL DESCRIPTION - 4 ACRES COMMENCE AT THE SE CORNER OF SECTION 1, TOWNSHIP 33 SOUTH, RANGE 17 EAST, MANATEE COUNTY, FLORIDA; THENCE NORTH

412.0 FEET; THENCE WEST 485.0 FEET; THENCE SOUTH 285.0 FEET; THENCE EAST 170.0 FEET; THENCE SOUTH 127.0 FEET; THENCE EAST 312.0 FEET TO THE POINT OF BEGINNING, CONTAINS 4 ACRE, MORE OR LESS.

‌June 20, 2024

CONSENT

AGENDA ITEM 3.J: DELETION OF PORT ASSETS BACKGROUND:

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

ATTACHMENT:

Asset Deletion - June 20, 2024

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

Delay in updating property records.

LEGAL REVIEW: N/A

RECOMMENDATION:

Remove assets as listed on the attached Asset Deletion – June 20, 2024, from the Fixed Assets Listing.

Asset Deletion - June 20, 2024

‌June 20, 2024

CONSENT

AGENDA ITEM 3.K.: PURCHASE OF USED MOBILE HARBOR CRANES

BACKGROUND:

Gulf Stevedoring LLC approached Port staff with an offer to purchase a 1997 and 2014 Gottwald mobile harbor cranes for a total of $1.5M including delivery from Galveston, TX. The Port currently owns two cranes purchased in 2008 and 2010. The 2008 crane is currently inoperable and being evaluated. The Authority previously approved the purchase of two new cranes with 50% FDOT grant funding. However, the new cranes are not expected to be delivered until December 2024. Port staff determined that the offer from Gulf should be accepted to enhance its crane inventory as container volumes continue to rise.

ATTACHMENT:

Gulf Stevedoring LLC Bill of Sale

COST AND FUNDING SOURCE:

$1.5M Port cash

CONSEQUENCES IF DEFERRED:

Delay in procurement of mobile harbor crane(s)

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to authorize the issuance of a purchase order to Gulf Stevedoring LLC in the amount of

$1,500,000 for the purchase of two used Gottwald mobile harbor cranes.

Gulf Stevedoring Equipment LLC

Bill of Sale

The receipt, for the sum of Five hundred thousand dollars ($500,000) is acknowledged by the seller and herby sells 01

transfers the following property:

Mobile Harbor Crane Make: Gottwald Model#: HMK 280 E

Year: 1997

Serial number: 128 278 00

Terms and conditions of sales are attached and have been agreed to by both parties.

Seller's Signature:                  '2?12+ Date:                                   Seller's address: PO Box 510, Galveston Texas 77553

Buyer's Signature:                                                                  Date:                         

Carlos Buqueras, Executive Director

Buyer's address: 300 Tampa Bay Way, Palmetto, El 34221

USED EQUIPMENT SALES- TERMS AND CONDITIONS

1. Terms and Conditions Control: The following terms and conditions (these "Terms and Conditions"), are agreed to by Gulf Stevedoring Equipment LLC ("Seller") and the purchaser Manatee County Port Authority ("Purchaser"). No contrary, additional or different terms, provisions or conditions shall be binding on Seller unless accepted by Seller in writing.

2. Payment Terms: 50% down and 50% on delivery. Acceptable payment methods include; wire transfer, corporate checks, cashier's check, money order, cash money. Property shall not be released until the funds are cleared and Seller is paid in full.

3. Tax Implication: Purchaser shall agree to pay all federal, state, city and local use, sales, excise, receipts and similar taxes applicable to sale or use of goods sold to purchaser. Sales tax shall be applied and based on the exact location of the property transfer point.

4. Tax Exemption: It shall be the Purchaser's responsibility to provide Seller with the appropriate valid certified tax exemption documents.

5. Delivery: Terms are delivered to Port Manatee.

6. Warranties: Seller expressly disclaims any and all express or implied warranties as the equipment, including any warranty of merchantability or fitness for a particular purpose. Seller shall not be liable for any incidental or consequential damages relating to the possession, transport, use operation, control, maintenance, and/or repair of the equipment, or any loss, damage, or injury resulting there from. All equipment sales are on an "as is" basis. SELLER STRONGLY RECOMMENDS THAT PURCHASER CONDUCT AN ON-SITE INSPECTION OF THE GOODS SOLD HERUNDER. SELLER SHALL NOT BE RESPONSIBLE FOR THE CONSEQUENCES OF PURCHASER'S FAILURE TO INSPECT THE GOODS FOR ANY INACCURANCIES, INSUFFICIENCES, OR OMISSION IN SUCH DECRIPTIONS AND/OR SPECIFICATIONS.

7. Defective Goods: Seller is not liable for any defective goods, as the equipment being purchased is used, and acknowledged so by the Purchaser. Purchaser agrees that it is his/her responsibility to have the equipment inspected prior to purchase. Under no circumstances will Seller be liable for loss, damage or injury of any nature, whether direct or indirect consequential or incidental, in connection with or resulting from use of defective goods.

8. Transfer of Title: Equipment and/or parts shall remain the property of Seller until full payment is received by Seller from Purchaser. Purchaser shall keep the equipment free from any and all liens, encumbrances, and claims whatsoever, and shall not do or permit any act, which many encumber or impair the Seller's title or right to equipment while still under the ownership of the Seller.

9. Severability: If any provision of the invoice or these Terms and Conditions is determined illegal or unenforceable, it shall not affect the enforceability of any other provision or paragraph of the invoice or these Terms and Conditions.

Gulf Stevedoring LLC

Bill of Sale

The receipt, for the sum of One Million dollars ($1,000,000) is acknowledged by the seller and herby sells or transfer: the following property:

Mobile Harbor Crane Make: Gottwald Model: 4406

Year: 2014

Serial number: 24 1404 00

Terms and conditions of sales are attached and have been agreed to by both parties.

Seller's Signature:_     .,_ ""'==-----==----- ---'--  :  Seller's address: PO Box 510, Galveston Texas 77553

Buyer's Signature:                                                     _

Carlos Buqueras, Executive Director

Date:

Date:                           

Buyer's address: ---r13f\--JO<ttQ  ,T1-,-a1-t-mHpHia+--EBH'1ai-vy----1a'.Af-V-/-rla'V-y,c-1PF"'7ar-1-1lfHm-tt-e-tt-tttt-OJ-,-, -FF'-l,,L,.........a3q4-L,-22.&+-1 ­

USED EQUIPMENT SALES- TERMS AND CONDITIONS

1. Terms and Conditions Control: The following terms and conditions (these "Terms and Conditions"), are agreed to by Gulf Stevedoring LLC ("Seller") and the purchaser Manatee County Port Authority ("Purchaser"). No contrary, additional or different terms, provisions or conditions shall be binding on Seller unless accepted by Seller in writing.

2. Payment Terms: 50% down and 50% on delivery. Acceptable payment methods include; wire transfer, corporate checks, cashier's check, money order, cash money. Property shall not be released until the funds are cleared and Seller is paid in full.

3. Tax Implication: Purchaser shall agree to pay all federal, state, city and local use, sales, excise, receipts and similar taxes applicable to sale or use of goods sold to purchaser. Sales tax shall be applied and based on the exact location of the property transfer point.

4. Tax Exemption: It shall be the Purchaser's responsibility to provide Seller with the appropriate valid certified tax exemption documents.

5. Delivery: Terms are delivered to Port Manatee.

6. Warranties: Seller expressly disclaims any and all express or implied warranties as the equipment, including any warranty of merchantability or fitness for a particular purpose. Seller shall not be liable for any incidental or consequential damages relating to the possession, transport, use operation, control, maintenance, and/or repair of the equipment, or any loss, damage, or injury resulting there from. All equipment sales are on an "as is" basis. SELLER STRONGLY RECOMMENDS THAT PURCHASER CONDUCT AN ON-SITE INSPECTION OF THE GOODS SOLD HERUNDER. SELLER SHALL NOT BE RESPONSIBLE FOR THE CONSEQUENCES OF PURCHASER'S FAILURE TO INSPECT THE GOODS FOR ANY INACCURANCIES, INSUFFICIENCES, OR OMISSION IN SUCH DECRIPTIONS AND/OR SPECIFICATIONS.

7. Defective Goods: Seller is not liable for any defective goods, as the equipment being purchased is used, and acknowledged

   so by the Purchaser. Purchaser agrees that it is his/her responsibility to have the equipment inspected prior to purchase. Under no circumstances will Seller be liable for loss, damage or injury of any nature, whether direct or indirect consequential or incidental, in connection with or resulting from use of defective goods.

8. Transfer of Title: Equipment and/or parts shall remain the property of Seller until full payment is received by Seller from

   Purchaser. Purchaser shall keep the equipment free from any and all liens, encumbrances, and claims whatsoever, and shall not do or permit any act, which many encumber or impair the Seller's title or right to equipment while still under the ownership of the Seller.

9. Severability: If any provision of the invoice or these Terms and Conditions is determined illegal or unenforceable, it shall not affect the enforceability of any other provision or paragraph of the invoice or these Terms and Conditions.

Manatee County Port Authority Purchase Order Terms & Conditions

ACCEPTANCE/ENTIRE AGREEMENT - This Purchase Order contains the terms and conditions applicable to Vendor and the Manatee County Port Authority (“Authority”). Acceptance of this Purchase Order will be unqualified, unconditional and subject to and expressly limited by the Terms and Conditions. The Authority and Vendor are not bound by additional provisions at variance herewith that may appear in the Vendor’s quotation, acknowledgment, or any other communication from Vendor to the Authority unless such provision is expressly agreed to in writing signed by the Authority and Vendor. For any conflict between Vendor’s quotation and the Terms and Conditions of this Purchase Order, the Terms and Conditions of this Purchase Order will prevail and govern.

MODIFICATION – This Purchase Order may only be modified or amended upon mutual written agreement of the Authority and Vendor. No oral agreements or representations will be valid or binding upon the Authority or Vendor. No alteration or modification of these Purchase Order Terms and Conditions by Vendor, including substitution of product, will be valid or binding against the Authority. Neither party may unilaterally modify the terms of this Purchase Order by affixing additional terms to product upon delivery (e.g. attachment or inclusion of standard preprinted forms, product literature, "shrink wrap" terms accompanying or affixed to a product, whether written or electronic, etc.) or by incorporating such terms onto the order, fiscal forms or other documents forwarded by Vendor for payment. The Authority’s acceptance of goods, services, or processing of documentation on forms furnished by Vendor will not constitute acceptance of the proposed modification to terms and conditions. No modification or waiver of terms of this Purchase Order will be binding unless in writing, signed by the Executive Director or his/her delegee, or approved by the Manatee County Port Authority Board if this Purchase Order exceeds the Executive Director’s purchasing authority, and confirmed by execution thereof by an authorized representative of Vendor.

QUALIFICATION - Vendor must qualify as a legal active federal assigned operating Seller (W-9).

PURCHASE ORDER NUMBER - The Purchase Order Number must appear on all packing slips, invoices and all correspondence relating to the Purchase Order. The Authority will not be responsible for goods delivered without a Purchase Order Number.

INVOICING/PAYMENTS - Invoice(s) must be submitted to the billing address on the face of the Purchase Order. The invoice must state the Purchase Order Number (if applicable), unit price(s), extension(s), Total Purchase Amount and SHIP TO ADDRESS. Payment of all proper invoices will be made pursuant to the Florida’s Local Government Prompt Payment Act, sections 218.70 through 218.80, Florida Statutes, as may be amended.

PRICES - This Purchase Order may not be filled at a higher price than last charged or quoted unless authorized in writing by the Authority. All deliveries and prices are F.O.B. destination unless otherwise specified and agreed to by the Authority in writing. The Authority will pay not freight or express charges, except by previous written agreement. If specific purchase is negotiated on the basis of F.O.B. shipping, Vendor is to prepay shipping charges and add to the invoice. Delivery must be made within the time stated on the Purchase Order failing which the Authority reserves the right to cancel the Purchase Order and purchase elsewhere. In case of default by Vendor, the Authority may procure the articles and service covered by this Purchase Order from other sources and hold Vendor responsible for any excess expense occasioned thereby. Vendor warrants and represents that the price charged for the goods and services covered by this Purchase Order are the lowest price charged by Vendor to entities of a class similar to the Authority under conditions similar to those specified in this Purchase Order and the prices comply with applicable government regulations in effect at time of quotation, sale, or delivery.

DISCOUNTS - Delay in receiving an invoice, invoicing for materials shipped ahead of specified schedule, or invoices rendered with errors or omissions will be considered just cause for the Authority to withhold payment without losing discount privileges. Discount privileges will apply from the date of scheduled delivery, the date of receipt of goods, or the date of approved invoice, whichever is later.

DELIVERIES – In the event of failure to deliver material of the quality or within the time specified, the Authority may cancel the Purchase Order and buy elsewhere. Failure of the Authority to exercise this option with respect to any installment will not be deemed a waiver with respect to future installments, if any. Time is of the essence in the filling of this Purchase Order. No delays in shipment of material or rendition of services will be permitted except as authorized by the Authority in writing. Vendor must notify the Authority at once of an anticipated delay. Excessive or unusual transportation charges caused by Vendor’s inability to deliver by specified date and in specified quantities will be charged back to Vendor. The Authority reserves the right to cancel this Purchase Order if the foregoing is not complied with. In the event of cancellation pursuant to this clause, the Authority may procure similar articles or services elsewhere or secure the manufacture and delivery of the articles by purchase order or otherwise, and Vendor will be liable to the Authority for any excess cost.

PACKING AND SHIPPING – All goods must be packed, crated and braced to prevent damage or deterioration and classified on bills of lading in accordance with National Motor Freight or Uniform Freight Classification rules and regulations and carriers' tariffs. No charges will be paid by the Authority for preparation, packing, crating, or cartage unless separately stated in the Purchase Order. All shipments to be forwarded on one day to one address must be consolidated and shipped to ensure lowest transportation charge. the Authority’s count or weight will be final and conclusive on shipments.

INSPECTION – Materials must be received subject to the Authority’s right to inspect and test all materials at destination before acceptance. Goods rejected due to inferior quality or workmanship will be returned to Vendor with charge for transportation both ways, plus labor, loading, packing, etc., and are not to be replaced except upon receipt of written instructions from the Authority. Vendor must also pay all costs of inspecting and testing of materials which are rejected.

ACCEPTANCE – Payment for the goods covered by this Purchase Order will not constitute acceptance thereof. Shipment

of any part of this Purchase Order without written acceptance constitutes Vendor’s acceptance of this Purchase Order and its conditions. Acceptance of this Purchase Order will be unqualified, unconditional and subject to and expressly limited by the terms and conditions hereon. The Authority and Vendor will not be bound by additional provisions at variance herewith that may appear in the Vendor's quotation, acknowledgment in force, or any other communication from Vendor to the Authority unless such provision is expressly agreed to and confirmed in writing by the Authority through an amendment to these terms and conditions by the Authority. For any conflict between Vendor’s quotation and the terms and conditions of this Purchase Order, the terms and conditions of this Purchase Order will prevail and govern.

VARIATION IN QUANTITY - The Authority assumes no liability for material produced, processed or shipped in excess of the exact quantity specified in the Purchase Order.

RISK OF LOSS - Regardless of F.O.B. point, Vendor agrees to bear all risks of loss, injury, or destruction of goods and materials ordered which may occur prior to delivery. Such loss, injury, or destruction will not release Vendor from any obligation to the Authority.

FORCE MAJEURE – Neither party will be liable for its non-performance or delayed performance if caused by Force Majeure. Force Majeure will be defined as a fire, flood, act of God, war, terrorism, riot, national emergency, sabotage, civil disturbance, strike, labor dispute, pandemic, epidemic, governmental act, law, ordinance, rule, order or regulation, or events which are not the fault or are beyond the control of the party; provided however, Force Majeure will not include COVID-19 or any variant thereof or a pandemic related thereto. For the avoidance of doubt, Force Majeure will also not include (1) financial distress or the inability of either party to make a profit or avoid a financial loss; (2) changes in market prices or conditions; or (3) a party’s financial inability to perform its obligations hereunder. The obligations of the party affected by the event of Force Majeure (the “Affected Party”) will be suspended, to the extent that those obligations are affected by the event of Force Majeure, from the date the Affected Party first gives notice in respect of that event of Force Majeure until cessation of that event of Force Majeure (or the consequences thereof). The Affected Party will use commercially reasonable efforts to resume, with the shortest possible delay, compliance with obligations under this Purchase Order. Upon the cessation of the event of Force Majeure, the Affected Party will promptly give notice to the other party of such cessation. If an event of Force Majeure will continue for more than thirty (30) consecutive calendar days, then the other party will have the right to terminate this Purchase Order without penalty.

COMPLIANCE WITH APPLICABLE LAWS - Vendor warrants that all applicable laws and regulations of government authority regarding the materials and/or services specified herein, including but not limited to the production, sale and delivery thereof, have been and will be complied with and must indemnify and save the Authority harmless from and against any liability or loss resulting from Vendor’s failure to do so.

TAX EXEMPTION - The Authority is tax exempt. If Vendor prepays transportation charges, Vendor should not pay tax as the Authority will not reimburse Vendor for the taxes paid. The Florida State Sales Tax Exemption Number for the Authority is noted on the front of this Purchase Order. The Federal Excise Tax Exemption Number is available by contacting the Authority’s Finance Department.

WARRANTIES - In addition to all warranties implied by fact or law, established by statue or common law, or set forth elsewhere in this Purchase Order, Vendor expressly warrants that all material and services covered herein must conform to all specifications, drawings, samples, and descriptions furnished or adopted by the Authority, and must be of best quality and fit and sufficient for the purpose for which purchased, and merchantable, of good material and workmanship and free from all patent and latent defects. The Authority’s failure to give notice to Vendor of any breach of warranty will not discharge Vendor’s liability thereof. Without limiting the foregoing, Vendor agrees to be responsible for all defects in design, workmanship, and materials which may become apparent within twelve months of receipt by the Authority. All warranties must survive inspection, test, acceptance of and payment by the Authority. In the event of breach of warranty, the Authority may, at its option, either return for credit or require prompt correction or replacement of the defective or nonconforming material to the satisfaction of the Authority. In the event that Vendor is unable to correct or replace the same, the Authority, at its elect, may correct or replace the same and Vendor must reimburse the Authority for the full cost of making such correction or replacement. All UCC implied and expressed warranties are incorporated into the Purchase Order and Vendor must transfer all warranties to the Authority.

INQUIRIES - Any inquiries relative to this Purchase Order should be directed to the Authority’s Finance Department.

INTELLECTUAL PROPERTY – Vendor, in accepting this Purchase Order, agrees to assume liability for and indemnify, hold harmless and defend the Authority, its public officials, employees, attorneys, agents and representatives of, from, and against all liability and expense, including reasonable attorneys' fees and experts’ fees, in connection with any and all claims, including claims for injunctive or equitable relief, and damages whatsoever for personal injuries or property damage, including loss of use, arising out of the Authority’s violation or alleged violation of any third party's trade secrets, proprietary information, trademark, copyright, or patent rights in connection with Authority’s licensing of any software, hardware, uploads or downloads delivered to the Authority pursuant to this Purchase Order and such obligation must survive acceptance of the goods and payment thereof by the Authority.

PERMITS/LICENSES - Vendor is responsible for obtaining and maintaining any permits/licenses necessary to complete the work covered by this Purchase Order, at its own expense, prior to starting any work under this Purchase Order and throughout the term of this Purchase Order.

HEADINGS AND SECTIONS – The headings and section references in this Purchase Order are inserted only for the purpose of convenience and will not be construed to expand or limit the provisions contained in such sections.

AUTHORITY PREMISES – If this Purchase Order requires Vendor services on the Authority’s premises Vendor and all

Vendor’s representatives, agents, contractors, suppliers, and the like must be subject to all safety rules, laws, and regulations, and Vendor will be solely responsible for ensuring such compliance and the Authority has no authority to direct the means and methods of such compliance. Vendor must keep all materials and premises free from any lien for materials and labor incident to the performance of this Purchase Order.

ASSIGNMENT - Any assignment of the work to be completed, in whole or in part, or any other interest under the Purchase Order, without the Authority’s written consent, except an assignment confined solely to monies due or to become due, is void. It is expressly agreed that any assignment of monies will be void to the extent that it attempts to impose upon the Authority an obligation to the assignee additional to the payment of monies, or to preclude the Authority from dealing solely and directly with Vendor in all matters pertaining to the Purchase Order, including the negotiation of amendments or settlements of amounts due. Such consent will not relieve Vendor from its obligations and liabilities under this Purchase Order.

REMEDIES - Vendor and Authority will have all remedies afforded by Florida law and the Uniform Commercial Code (UCC).

INDEMNIFICATION - The parties recognize that Vendor is an independent contractor. Vendor agrees to assume liability for and indemnify, hold harmless, and defend the Authority, its Board members, public officials, officers, employees, agents, and attorneys of, from, and against all liability and expense, including reasonable attorney’s fees, consultant fees, and experts’ fees in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable relief, or loss of use, arising directly or indirectly out of or in connection with any negligent and/or deliberate act or omission of Vendor, its officers, employees, agents, and representatives. Vendor’s liability under this Purchase Order will include all attorneys’ fees and experts’ fees and costs incurred by the Authority in the enforcement of this indemnification provision. This includes claims made by the employees of Vendor against the Authority and Vendor waive its entitlement, if any, to immunity under Section

440.11 of the Florida Statutes. The obligations contained in this provision will survive termination, cancellation or expiration of this Purchase Order and will not be limited to the amount of any insurance required to be obtained or maintained under this Purchase Order. Notwithstanding anything contained in this Purchase Order to the contrary, this indemnification provision will not be construed as a waiver of any immunity to which the Authority is entitled or the extent of any limitation of liability pursuant to Section 768.28 of the Florida Statutes. Furthermore, this provision is neither intended to nor will be interpreted as limiting or in any way affecting any defense the Authority may have under Section 768.28 of the Florida Statutes or as consent to be sued by third parties. The Authority does not agree to indemnify, hold harmless or defend Vendor whatsoever.

INFRINGEMENT OF PATENTS, TRADEMARKS OR COPYRIGHTS - The Vendor, in accepting this Purchase Order, represents and warrants that the products and services provided do not infringe on patent, trademark, copyright or any other intellectual property of any third party, and agrees to assume liability for and indemnify, hold harmless and defend the Authority, its Board members, public officials, officers, employees, attorneys, agents and representatives of, from, and against all liability and expense, including reasonable attorneys' fees and experts’ fees, in connection with any and all claims, including claims for injunctive or equitable relief, and damages whatsoever for personal injuries or property damage, including loss of use, arising out of Vendor's violation or alleged violation of any third party's trade secrets, proprietary information, trademark, copyright, or patent rights in connection with Vendor's licensing of any software, hardware, uploads or downloads delivered to the Authority pursuant to this Purchase Order and such obligation will survive acceptance of the goods and services and payment by the Authority.

ATTORNEY’S FEES – Should the Authority be forced to retain an attorney to enforce any provisions of this Purchase Order, or engage in any litigation over this Purchase Order, the Authority will be entitled to recover its reasonable attorneys’ fees, costs, charges, and expenses expended or incurred in pursuit of all such claims at every level, including pre-suit, pre- trial, trial, and appeal and including any litigation over entitlement to or amount of attorneys’ fees and costs owed.

INSURANCE — Vendor must maintain insurance acceptable to the Authority in full force and effect throughout the term of this Purchase Order. The Authority further reserves the right to require Vendor name the Authority as an additional insured under any insurance policy and to require that the Authority be provided a certificate of insurance evidencing the required insurance, all in the Authority’s sole discretion.

SEVERABILITY - If any section, subsection, sentence, clause, phrase, or portion of these Terms and Conditions are, for any reason, held invalid or unconstitutional by any court of competent jurisdiction, such portion will be deemed separate, distinct, and independent and such holding will not affect the validity of the remaining portion of the Purchase Order.

FISCAL NON-FUNDING - In the event sufficient budgeted funds are not available for a new fiscal period, the Authority will notify Vendor of such occurrence and this Purchase Order will terminate on the last day of the current fiscal period without penalty or expense to the Authority.

OCCUPATIONAL SAFETY AND HEALTH ACT - Vendor represents that all goods and/or services sold or furnished to the Authority hereunder will comply with all applicable laws and governmental regulations relating to the occupational safety and health of employees, specifically including the Federal Occupational Safety and Health Act of 1970 and any rules, regulations, standards or order issued thereunder, (herein collectively called “OSHA Requirements”) and Vendor agrees to indemnify and hold harmless the Authority against any claims, losses, damages, fines, penalties, costs and expenses suffered or incurred by the Authority as a result of any violation of or noncompliance with any OSHA Requirements caused or contributed to by the failure of such goods or services to so comply. Vendor further certifies that, if the material, equipment, etc. delivered is subsequently found to be deficient in any OSHA Requirements in effect on date of delivery, all costs necessary to bring the material, equipment, etc. into compliance with the aforementioned requirements will be borne by Vendor. In accordance with OSHA Hazardous Communications, it is Vendor’s duty to advise if a product is a toxic substance

and to provide a Material Safety Data Sheet at the time of delivery.

VENUE AND APPLICABLE LAW - This Purchase Order and its associated Terms and Conditions will be construed by, interpreted in accordance with, and controlled under the laws of the State of Florida. Venue for the purposes of any suit, action or other proceeding arising out of, or relating to, this Purchase Order will be solely in the Twelfth Judicial Circuit in and for Manatee County, Florida, for state actions and solely in the United States District Court for the Middle District of Florida, Tampa Division, for federal actions.

E-VERIFY – Vendor must comply with all applicable provisions of sections 448.09 and 448.095, Florida Statutes, as may be amended. The definitions in section 448.095(1), Florida Statutes, as may be amended, apply to this section of the Purchase Order. Vendor must register with and use the U.S. Department of Homeland Security’s E-Verify system to verify the work authorization status of all employees of Vendor. Vendor may not enter into a contract with a subcontractor to perform work under this Purchase Order unless and until the subcontractor registers with and uses the E-Verify system. If Vendor enters into a contract with a subcontractor to perform work under this Purchase Order, Vendor must obtain a properly executed affidavit from the subcontractor stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Vendor must maintain copies of all such affidavits for the duration of this Agreement. Authority may terminate this Agreement for cause if Authority determines that Contractor or Contractor’s subcontractor has not complied with any applicable provision of sections 448.09 or 448.095, Florida Statutes, as may be amended. Authority will terminate this Purchase Order for cause if Authority has a good faith belief that Vendor has knowingly violated subsection 448.09(1), Florida Statutes, as may be amended. If the Authority has a good faith belief that a subcontractor knowingly violated section 448.09(1), Florida Statutes, as may be amended, but Authority determines that Vendor otherwise complied with section 448.09(1), Florida Statutes, as may be amended, Authority will notify Vendor as such, and Vendor must immediately terminate Vendor’s contract with said subcontractor. If this Purchase Order is terminated under section 448.095(c), F.S.: (a) such termination is not a breach of this Purchase Order by the Authority and may not be considered as such; (b) Vendor may not be awarded a public contract for at least 1 year after the date on which the Purchase Order is terminated; and (c) Vendor is liable for any additional costs incurred by the Authority as a result of the termination of the Purchase Order. Vendor agrees that Vendor does not and will not, nor will it allow a subcontractor to, use any funds from the Authority for the purpose of issuing an identification card or document to any individual who does not provide proof of lawful presence in the United States.

NONDISCRIMINATION - During the performance of this Purchase Order, Vendor agrees as follows: (i) Vendor will not discriminate against any employee or applicant for employment because of race, creed, color, religion, age, marital status, disability, sex, sexual orientation, or national origin. Such action will include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this non-discrimination clause. (ii) Vendor will furnish all information and reports required by the Authority and will provide on request evidence to substantiate compliance with non-discrimination clauses of this Purchase Order. (iii) In the event of Vendor’s noncompliance with the clauses of this Purchase Order or with any of such rules, regulations, or orders, this Purchase Order may be canceled, terminated, or suspended in whole or in part, and the Vendor may be declared ineligible for any future Authority Purchase Order.

PUBLIC ENTITY CRIMES/SCRUTINIZED COMPANIES - By accepting this Purchase Order, Vendor is confirming that neither Vendor nor its subcontractors have been placed on the convicted vendors list or the discriminatory vendor list as described in sections 287.133 and 287.134, Florida Statutes, as may be amended. Additionally, by engaging in business with the Authority, Vendor certifies, represents, and warrants that: (a) it is not on the Scrutinized Companies that Boycott Israel List, and (b) it is not engaged in a Boycott of Israel, and that all such certifications were true at the time Vendor submitted its quote and/or proposal for this Purchase Order, as of the effective date of this Purchase Order, and as of the effective date of any renewal of this Purchase Order. Notwithstanding anything contained in this Purchase Order to the contrary, the Authority may terminate this Purchase Order immediately if: (1) Vendor is found to have submitted a false certification regarding (a) or (b) above in accordance with section 287.135, Florida Statutes, or (2) Vendor has been placed on the Scrutinized Companies that Boycott Israel List or is or has been engaged in a Boycott of Israel. Such termination will be in addition to any and all remedies available to the Authority at law or in equity. The term “Boycott of Israel” used in this section is defined as in, and the Scrutinized Companies that Boycott Israel List is the list maintained pursuant to, section 287.135, Florida Statutes, as may be amended.

CODE OF ETHICS - Section 112.313 of the Florida Statutes provides the ethical standards for Authority personnel; and unethical conduct by others including bidders and vendors is grounds for debarment.

TERMINATION - The Authority reserves the right to cancel or suspend all or, from time to time, any undelivered or unexecuted portion of this Purchase Order. The Authority reserves the right to terminate the Purchase Order in whole or in part for default if Vendor fails to perform in accordance with any of the requirements of the Purchase Order, or Vendor becomes insolvent or suspends any of its operations, or if any petition is filed or proceeding commended by or against Vendor under state or federal law related to bankruptcy. In the event of any breach or noncompliance by any of Vendor’s agents, suppliers, manufacturers, resellers, and/or subcontractors of this Purchase Order, the Authority may terminate this Purchase Order and Vendor will be directly and wholly responsible for any such breach or noncompliance and will bear all attributable costs. Any termination will be without liability to the Authority except for completed items delivered and accepted by the Authority.

SECTION 287.05701, FLORIDA STATUTES – Vendor is hereby notified, pursuant to section 287.05701, Florida Statutes, as may be amended, that the Authority may not give preference to a vendor based on the vendor’s social, political, or ideological interests, nor may the Authority not request documentation of or consider a vendor’s social political, or ideological interests when determining if a vendor is a responsible vendor.

PUBLIC RECORDS - Pursuant to Section 119.0701 of the Florida Statutes, for any tasks performed by Vendor as an agent of the Authority, Vendor must: (a) keep and maintain all public records, as that term is defined in Chapter 119 of the Florida Statutes ("Public Records"), that ordinarily and necessarily would be required by the Authority in order to perform the work contemplated by this Purchase Order; (b) provide the public with access to Public Records, on the same terms and conditions that the Authority would provide the records and at a cost that does not exceed the costs provided in Chapter 119 of the Florida Statutes, or as otherwise provided by law; (c) ensure that Public Records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; (d) meet all requirements for retaining Public Records and transfer, to the Authority, at no cost, all public records in possession of the Vendor within thirty

(30) days after termination of this Purchase Order, however terminated, and destroy any duplicate Public Records that are exempt or confidential and exempt from public records disclosure requirements and provide the Authority with a letter confirming that this has been done within thirty (30) days of the termination of this Purchase Order. All Public Records stored electronically must be provided to the Authority in a format that is compatible with the information technology of the Authority. Should Vendor receive a public records request, vendor agrees to immediately (within 24 hours) notify the Authority of such request. If Vendor does not comply with a public records request, the Authority may pursue any and all remedies available in law or equity, including but not limited to specific performance. Vendor agrees it is acting as an agent for the Authority for public records compliance purposes, but for no other purpose unless otherwise provided in Vendor's purchase order terms and conditions.

IF VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO SELLER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS PURCHASE ORDER AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:

Public Records Custodian, Manatee County Port Authority, 300 Tampa Bay Way, Palmetto, FL 34221-6608; Telephone: (941) 722-6621; Fax: (941) 729-1463;

recordscustodian@seaportmanatee.com

FOREIGN COUNTRY OF CONCERN DISCLOSURES – If the value of goods and services under this Purchase Order is

$100,000 or more, then, pursuant to section 286.011, Florida Statutes, as may be amended, Vendor must disclose any current or prior interest of, any contract with, or any grant or gift received from a Foreign Country of Concern, as defined herein, if such interest, contract, or grant or gift has a value of $50,000 or more and such interest existed at any time or such contract or grant or gift was received or in force at any time during the previous five (5) years. For purposes of this section, “Foreign County of Concern” means the People’s Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, including any agency of or any other entity under significant control of such Foreign Country of Concern. Vendor’s disclosures must include the name and mailing address of the disclosing entity, the amount of the contract or grant or gift or the value of the interest disclosed, the applicable foreign country of concern and, if applicable, the date of termination of the contract or interest, the date of receipt of the grant or gift, and the name of the agent or controlled entity that is the source or interest holder. Vendor represents that within one (1) year before proposing any agreement, including but not limited to this Purchase Order, to the Authority, Vendor provided a copy of such disclosure to the Florida Department of Financial Services. Additionally, pursuant to section 287.138, Florida Statutes, and rule 60A-1.020, Florida Administrative Code, as may be amended, if the work performed hereunder grants Vendor access to any individual’s personal identifying information, prior to commencing any work hereunder, Vendor must provide the Authority with an affidavit signed by an authorized representative of Vendor under penalty of perjury using Florida Department of Management Services Form PUR 1355, Foreign Country of Concern Attestation.