MANATEE COUNTY PORT AUTHORITY AGENDA

August 19, 2025

9:00 a.m.

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

1. CALL TO ORDER

   
   

2. Public Comments

   
   

3. Consent Agenda

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

   
   

4. Resolution for the Fiscal Year 2025-2026 Manatee County Authority Budget

5. Executive Director Comments

   
   

6. Commissioner Comments

   
   

7. Adjourn

According to Section 286.0105, Florida Statutes, any person desiring to appeal any decision made by the Port Authority with respect to any matter considered at this meeting will need a record of the proceedings, and for such purpose may need to ensure that a verbatim record of the proceedings is made, which includes the testimony and evidence upon which the appeal is to be based.

Mike Rahn, Chairman;

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

Carol Ann Felts, Member; George Kruse, Member

‌August 19, 2025

1. CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes – July 29, 2025

      
      

   3. Budget Resolution

      
      

   4. Uncollectible Account

      
      

   5. Insurance renewals Fiscal Year 2026

      
      

   6. Public Transportation Grant Agreement - Hopper

      
      

   7. Port Manatee Tariff No. 3 Item 900

      
      

   8. Crane Usage Agreement

      
      

   9. Spectrum Underground Cargo Pad – Change Order No. 1

      
      

   10. Asset Deletion

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 585,849.12

‌MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

COUNTY ADMINISTRATION CENTER, HONORABLE PATRICIA M. GLASS CHAMBERS

1112 Manatee Avenue West Bradenton, Florida

July 29, 2025

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

Present were:

Mike Rahn, Chairman

Dr. Bob McCann, First Vice-Chairman Amanda Ballard, Second Vice-Chairman Tal Siddique, Third Vice-Chairman Jason Bearden

Carol Ann Felts George W. Kruse

Also present were:

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

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

1. CALL TO ORDER

   Chairman Rahn called the meeting to order at 9:02 a.m.

   
   

   AGENDA PA20250729DOC001

2. PUBLIC COMMENT

   Glen Gibellina questioned the status on the loss of the $500,000, non-refundable deposit (1/28/25) due to the termination of Agreement for Purchase and Sale of Real Property (10/17/24) with Fortress 2020 Landco LLC, for acquisition of real property in the vicinity of SeaPort Manatee. He also commented on the Warrant List and payment to FPL in the amount of $169,070.

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

   PA20250729DOC002

3. CONSENT AGENDA PA20250729DOC003

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

   
   

   1. WARRANT LIST

      Accepted Warrant Listing from June 3, 2025, to July 21, 2025 PA20250729DOC004

   2. MINUTES

      Approved the Minutes of June 12, 2025

   3. BUDGET AMENDMENT

      Adopted Budget Resolution PA-25-20, budgeting $455,700 of Port cash for the purchase and installation of a pallet rack system in Warehouse 8, and $600,000 of Port cash toward insurance deductible and related expenses resulting from Hurricanes Milton and Debby (Total $1,055,700) PA20250729DOC005

      
      

   4. DELETION OF PORT ASSETS

      JULY 29, 2025 (Continued)

      Authorized deletion of Port Assets as listed on attached Asset Deletion – July 29, 2025, from the Fixed Assets Listing PA20250729DOC006

   5. PROCUREMENT POLICY UPDATE

      Approved revision to Manatee County Port Authority Procurement Policy, reflective on Pages 5 and 51, increasing Executive Director’s purchase approval authority threshold to $500,000 PA20250729DOC007

   6. TRAVEL POLICY – GENERAL SERVICES ADMINISTRATIO REIMBURSEMENT UPDATE

      Approved (Adopted) Resolution PA-25-19, adopting revised Section 10-10, entitled “Reimbursement Rates for Meals and for Mileage” of Chapter 10 (Page 5), entitled “Travel” in Manatee County Port Authority Policies, to provide for General Services Administration (GSA) Meals and Incidental Expenses guidelines, reimbursement option for per diem and subsistence rates PA20250729DOC008

   7. WAREHOUSE 8 PALLET RACK SYSTEM

      1. Authorized issuance of Purchase Order to Workplace Technology in the amount of $442,346.87, for the base bid to supply and install a pallet rack system in Warehouse 8;

      2. Authorized approval of bid alternate, in an amount up to $463,235.11, contingent upon Port staff electing to remove and install racks in Rooms 1 through 4; and

      3. Authorized a 3 percent project contingency in the amount of $27,167.45

         PA20250729DOC009

         (End Consent Agenda)

         
         

      4. EXECUTIVE DIRECTOR COMMENTS

         Carlos Buqueras, Executive Director, stated the Port is doing well financially. The Port continues to monitor Brazilian tariffs, as it could impact business. The Port wants to accommodate businesses without having any extensive interruption on cargo. The Port is very diversified, new trade partners continue to be brought in to offset tariff costs, and the has solid resources with or without the tariffs.

         
         

         As to Mr. Gibellina’ s comments on solar power at the Port, Mr. Buqueras met with FPL to look at potential benefits of solar. It was determined the Port lacks sufficient rooftop to install solar. Additionally, the strength of the roofs cannot bear the weight of solar panels without spending millions to reinforce the roofs.

      5. AUTHORITY MEMBER COMMENTS

         There were no Member comments.

         
         

         ADJOURN

         There being no further business, Chairman Rahn adjourned the meeting at 9:10 a.m. Minutes Approved:                     

         ‌August 19, 2025

         
         

         CONSENT

         AGENDA ITEM 3.C: BUDGET RESOLUTION BACKGROUND:

         This resolution budgets the following:

         
         

         • $150,000 in Port funding is allocated to launch the new Crane Department, covering essential startup costs such as utility vehicles, specialized tools, and other start-up essentials.

         • $495,000 for an Economic Contribution Report designed to strengthen the Port’s investment case. This initiative will produce targeted materials that articulate the Port’s economic impact, tailored specifically for key stakeholders such as legislators.

         
         

         ATTACHMENT:

         
         

         Budget Resolution PA-25-21

         
         

         COST AND FUNDING SOURCE:

         
         

         Budgets Port cash in the amount of $995,000

         
         

         CONSEQUENCES IF DEFERRED:

         
         

         Delay in budget allocations.

         
         

         LEGAL COUNSEL REVIEW: N/A

         
         

         RECOMMENDATION:

         
         

         Move to adopt Budget Resolution PA-25-21.

         RESOLUTION PA-25-21 AMENDING THE ANNUAL BUDGET

         FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2024-2025

         
         

         WHEREAS, Sections 129.06 and 180.016, Florida Statutes, authorizes the Manatee County Port Authority to amend its budget for the current fiscal year as follows:

         
         

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

            
            

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

            
            

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

NOW, THEREFORE, BE IT RESOLVED by the Manatee County Port Authority that the 2024-2025 budget is hereby amended in accordance with Section 129.06 and 180.016, Florida Statutes as described on the attached summary and specified in the budget adjustment batch files which are listed below:

ADOPTED with a quorum present and voting this on the 19th day of August 2025.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:                                   

BUDGET AMENDMENT RESOLUTION NO. PA-25-21 AGENDA DATE: August 19, 2025

1. Fund: Port Cash

   
   

   Section: Crane Department

   
   

   Description: Budgets $150,000 of Port funds for the launch of a new Crane Department. The budget includes the acquisition of utility vehicles, specialized tools, and other start-up essentials.

   
   

   Batch ID: BAAL073125A Reference: BU25000571

   
   

2. Fund: Port Cash Section: Administration

   Description: Budgets $495,000 in Port funds for an Economic Contribution Report which will build an investment case for increased financial support.

   
   

   Batch ID: BAAL073125A Reference: BU25000592

   
   

   ‌Port staff have assessed outstanding receivables and identified an uncollectible account. Pro Transport Tampa Inc has ceased operations, and multiple efforts to contact company representatives have been unsuccessful. Accordingly, a write off totaling $429 is requested.

   
   

   ATTACHMENT:

   
   

   N/A

   COST AND FUNDING SOURCE:

   N/A.

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   N/A

   
   

   LEGAL COUNSEL REVIEW: N/A

   
   

   RECOMMENDATION:

   
   

   Motion to approve a write-off totaling $429.00 for Pro Transport Tampa Inc. (Customer No. B004369), covering invoices P92524, P92750, P92843, P92970, P93155, P93271, P93353, and P93450.

   
   

   ‌Insurance carriers for 2025-2026 remain unchanged. Premium increases are realized and/or estimated.

   
   

   ATTACHMENT: N/A

   
   

   COST AND FUNDING SOURCE:

   Port Authority Operating Budget for Fiscal Year 2025-26

   CONSEQUENCES IF DEFERRED:

   Lapses in insurance coverage.

   
   

   LEGAL COUNSEL REVIEW: N/A

   
   

   RECOMMENDATIONS:

   
   

   Move to approve the following estimated insurance coverages for the Port Authority. There may be possible increases/decreases due to changes in insurance coverage:

   
   

   1. The Florida Municipal Insurance Trust (FMIT) for Real & Personal Property for a premium of $1,300,000. Boiler and Machinery and Crime included in Real & Personal Property coverage.

      
      

   2. Boyd Insurance & Investment Services for Inland Marine, Vehicle Liability and Workers’ Compensation for premiums of $122,649, $45,210 and $112,895, respectively

      
      

   3. McGriff, Seibels & Williams, Inc. for Port Liability - $175,000, Umbrella - $123,500, Public Officials (included in Port Liability).

‌August 19, 2025

CONSENT

AGENDA ITEM 3.F: PUBLIC TRANSPORTATION GRANT AGREEMENT –

HOPPER

BACKGROUND:

The Florida Department of Transportation (FDOT) has committed to additional participation in the funding of $3,252,429 for a hopper at Berth 6 which will expand berth availability for granite and limestone cargoes and has provided the attached Public Transportation Grant Agreement (PTGA). The grant is funded at 100% and requires no match from the Port. 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-25-23 and the State of Florida Department of Transportation Public Transportation Grant Agreement

COST AND FUNDING SOURCE:

Funded 100% by FDOT in the amount of $3,252,429

CONSEQUENCES IF DEFERRED:

Delay in execution of the PTGA

LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

Move to adopt Resolution PA-25-23 authorizing the execution of the State of Florida Department of Transportation Public Transportation Grant Agreement with the Florida Department of Transportation for a hopper at berth 6.

Financial Project Number

444277-2-94-01

Contract Number G3F85

PA-25-23

A RESOLUTION BY THE MANATEE COUNTY PORT AUTHORITY APPROVING AND AUTHORIZING THE EXECUTION OF THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 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 a hopper at berth 6, and

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

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

1. The State of Florida Department of Transportation Public Transportation Grant Agreement, identified as State Grant Number G3F85 wherein the Department agrees to a maximum participation in the amount of $3,252,429 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 19th day of August 2025. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT

CLERK OF CIRCUIT COURT AUTHORITY

By:                           

Chairman

Financial Project Number(s):

(item-segment-phase-sequence)

Fund(s):

444277-2-94-01                Work Activity Code/Function:

                               Federal Award

DIS,GMR FLAIR Category:

215        Object Code:

Org. Code:

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

088809

         751000      

   55012020129    

F596000727160  

Contract Number:   G3F85      Federal Award Date:

CFDA Number: CFDA Title:

CSFA Number: CSFA Title:

N/A        Agency UEI Number:

  N/A                                                                                                      Seaport Grant Program, Strategic Intermodal System Supply Chain

Demands

                                                         55.005,                            55.047                                            

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

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

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

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

   
   

2. Purpose of Agreement. The purpose of this Agreement is to provide for the Department’s participation in Upland Cargo Improvement Aggregate Hopper, as further described in Exhibit "A", Project Description and Responsibilities, attached and incorporated into this Agreement (“Project”), to provide Department financial assistance to the Agency, state the terms and conditions upon which Department funds will be provided, and to set forth the manner in which the Project will be undertaken and completed.

   
   

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

   
   

   Aviation

   X Seaports Transit Intermodal

   Rail Crossing Closure

   Match to Direct Federal Funding (Aviation or Transit)

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

   X Other Strategic Intermodal System Supply Chain Demands

   
   

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 Exhibit E1: Prohibition Based on Health Care Choices

   Exhibit E2: Exterior Vehicle Wrap, Tinting, Paint, Marketing and Advertising (Transit)

   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, 2030. 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 $3,252,429. 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

      $3,252,429 and, the Department’s participation in the Project shall not exceed 100.00% 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.

        
        

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

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

        
        

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

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

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

        
        

    16. Non-Eligible Costs. In determining the amount of the payment, the Department will exclude all Project costs incurred by the Agency prior to the execution of this Agreement, costs incurred

        after the expiration of the Agreement, costs that are not provided for in Exhibit “A”, Project Description and Responsibilities, and as set forth in Exhibit “B”, Schedule of Financial Assistance, costs agreed to be borne by the Agency or its contractors and subcontractors for not meeting the Project commencement and final invoice time lines, and costs attributable to goods or services received under a contract or other arrangement that has not been approved 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 15% 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 (FAC) at https://harvester.census.gov/facweb/ the audit reporting package as required by 2 CFR Part 200, Subpart F – Audit Requirements, within the earlier of 30 calendar days after receipt of the auditor’s report(s) or nine months after the end of the audit period. The FAC is the repository of record for audits required by 2 CFR Part 200, Subpart F – Audit Requirements. However, the Department requires a copy of the audit reporting package also be submitted to FDOTSingleAudit@dot.state.fl.us within the earlier of 30 calendar days after receipt of the auditor’s report(s) or nine months after the end of the audit period as required by 2 CFR Part 200, Subpart F – Audit Requirements.

          
          

       5. Within six months of acceptance of the audit report by the FAC, the Department will review the Agency’s audit reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate action on all deficiencies has been taken pertaining to the Federal award provided through the Department by this Agreement. If the Agency fails to have an audit conducted in accordance with 2 CFR Part 200, Subpart F – Audit Requirements, 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. Projects with Non-profit Organizations. Pursuant to Section 216.1366. Florida Statutes, if the Agency is a nonprofit organization as defined in Section 215.97(2)(m), Florida Statutes, the Agency shall provide documentation to indicate the amount of state funds:

    9. Allocated to be used during the full term of this Agreement for remuneration to any member of the board of directors or an officer of the Agency

       
       

       ii. Allocated under each payment by the Department to be used for remuneration of any member of the board of directors or an officer of the Agency. The documentation must indicate the amounts and recipients of the remuneration.

       Such information will be posted by the Department to the Florida Accountability Contract Tracking System maintained pursuant to Section 215.985, F.S., and must additionally be posted to the Agency’s website, if the Agency is a non-profit organization and maintains a website. The Agency shall utilize the Department’s Form 350-090-19, Compensation to Non- Profits Using State Funds, for purposes of documenting the compensation. The subject Form is required for every contract for services executed, amended, or extended on or after July 1, 2023, with non-profit organizations.

       
       

       Pursuant to Section 216.1366, F.S., the term:

       1. “Officer” means a chief executive officer, chief financial officer, chief operating officer,

          or any other position performing and equivalent function.

       2. “Remuneration” means all compensation earned by or awarded to personnel, whether paid or accrued, regardless of contingency, including bonuses, accrued paid time off, severance payments, incentive payments, contributions to a retirement plan or in-kind payments, reimbursements, or allowances for moving expenses, vehicles and other transportation, telephone services, medical services, housing and meals.

       3. “State Funds” means funds paid from the General Revenue Fund or any state trust fund, funds allocated by the Federal Government and distributed by the state, or funds appropriated by the Federal Government and distributed by the state, or funds appropriated by the state for distribution through any grant program. The term does not include funds used for the Medicaid program.

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

       
       

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

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

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

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

Legal Review:

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

GRANT AGREEMENT EXHIBITS

DEVELOPMENT

OGC 03/25

EXHIBIT A

Project Description and Responsibilities

1. Project Description (description of Agency’s project to provide context, description of project components funded via this Agreement (if not the entire project)): This project provides for the Department’s financial participation in SeaPort Manatee’s upland cargo improvements initiative. The Port has been awarded a separate grant, Public Transportation Grant Agreement (PTGA) G2278, which has been used to design, permit and purchase long-lead time items for the hopper. The Port intends to spend-down grant and matching funds on PTGA G2278 first and then begin using funds from this grant for the remaining construction work.

   
   

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

3. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): This Project includes the environmental work, design work, and construction work required to complete the Project Description, including: asphalt paving activities; assembly; aluminum; catwalks; concrete; connectors and fasteners; construction services; construction inspection or observation services; contractor stand-by; conveyor systems; cost estimates; demobilization; demolition; earthwork; electrical systems; equipment; fenders and bollards; foundation necessities and appurtenances; hopper; installation; machinery; mobilization; parts components; permitting; procurement costs; stairs; steel; stormwater management; structural components; temporary structure; transport/delivery; and, utilities.

   
   

4. Deliverable(s):

   
   

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

   
   

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

   
   

6. Transit Operating Grant Requirements (Transit Only):

   
   

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

   
   

   PROJECT LOCATION

N

Aggregate Hopper

Berth 6 Berth 7

Berth 14

Berth 12

Berth 10 Berth 9

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 03/25

EXHIBIT B

Schedule of Financial Assistance

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

1. Fund Type and Fiscal Year:

   
   

   Financial Management Number	Fund Type	FLAIR Category	State Fiscal Year	Object Code	CSFA/ CFDA Number	CSFA/CFDA Title or Funding Source Description	Funding Amount
   444277-2-94-01	DIS	088809	2026	751000	55.047	Strategic Intermodal System Supply Chain Demands	$716,068.00
   444277-2-94-01	GMR	088809	2026	751000	55.047	Strategic Intermodal System Supply Chain Demands	$2,536,361.00
   	Total Financial Assistance						$3,252,429.00

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	$3,252,429.00	$0.00	$0.00	$3,252,429.00	100.00	0.00	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	$3,252,429.00	$0.00	$0.00	$3,252,429.00

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

   
   

   Scope Code and/or Activity Line Item (ALI) (Transit Only)
   Common Name/UZA Name (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.

   Amanda L. Tyner, MPA, MPE Department Grant Manager Name

   
   

   Signature Date

   EXHIBIT C

   
   

   TERMS AND CONDITIONS OF CONSTRUCTION

   1. Design and Construction Standards and Required Approvals.

      
      

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

      2. Execution of this Agreement by both Parties shall be deemed a Notice to Proceed to the Agency for the design phase or other non-construction phases of the Project. If the Project involves a construction phase, the Agency shall not begin the construction phase of the Project until the Department issues a Notice to Proceed for the construction phase. Prior to commencing the construction work described in this Agreement, the Agency shall request a Notice to Proceed from the Department’s Project Manager,  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.

      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 FDOT 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

         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.

      12. 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.

          
          

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

      14. 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.

          
          

      15. 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.

          
          

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

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

      17. 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.

      18. 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.

          
          

      19. 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.

          
          

      20. 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

          
          

      21. 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.

ENGINEER’S CERTIFICATION OF COMPLIANCE

PUBLIC TRANSPORTATION GRANT AGREEMENT BETWEEN

THE STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

and                                       

PROJECT DESCRIPTION:                                                           

DEPARTMENT CONTRACT NO.:                                                       

FINANCIAL MANAGEMENT NO.:                                                       

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

By:                                         , P.E.

SEAL: Name:                                 

Date:                                     

EXHIBIT D AGENCY RESOLUTION

PLEASE SEE ATTACHED

EXHIBIT E

PROGRAM SPECIFIC TERMS AND CONDITIONS – SEAPORTS

1. General.

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

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

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

      
      

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

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

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

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

   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.

      
      

   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.

    
    

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 --

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://myfloridacfo.com/docs-sf/accounting-and-auditing- libraries/manuals/agencies/reference-guide-for-state-expenditures.pdf?sfvrsn=b4cc3337_6

EXHIBIT G

AUDIT REQUIREMENTS FOR AWARDS OF STATE FINANCIAL ASSISTANCE

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

SUBJECT TO SECTION 215.97, FLORIDA STATUTES:~

Awarding Agency: Florida Department of Transportation

State Project Title: Strategic Intermodal System Supply Chain Demands

CSFA Number: 55.047

*Award Amount: $3,252,429

*The award amount may change with amendments

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

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

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

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

‌August 19, 2025

CONSENT

AGENDA ITEM 3.G.: PORT MANATEE TARIFF NO. 3 ITEM 900 BACKGROUND:

Port Manatee Tariff No. 3, Item 900 has been updated to reflect that Authority-owned cranes are now available for rental. The amended item outlines the rental terms, required documentation, operational hours and procedures, crane-specific regulations, and the applicable rate schedule.

ATTACHMENT:

Port Manatee Tariff No. 3 Item 900

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

N/A

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve the change in wording in Port Manatee Tariff No. 3 Item 900.

‌August 19, 2025

CONSENT

AGENDA ITEM 3.H.: CRANE USAGE AGREEMENT BACKGROUND:

Logistec USA has served as the Port’s crane operator since 2008, with its current agreement set to expire on September 30, 2025. Upon expiration, the Authority will offer port-owned mobile harbor cranes for rental, with operations managed by the Port’s newly established crane department. This transition is anticipated to create a new revenue stream.

The Crane Usage Agreement outlines the terms and conditions for crane utilization and will remain in effect for five (5) years upon execution. The Executive Director will sign the agreement on behalf of the Authority.

ATTACHMENT:

Crane Usage Agreement

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

Delay in implementing the Crane Usage Agreement

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATIONS:

Move to approve and authorize the Executive Director to execute the Crane Usage Agreement with all entities utilizing port-owned cranes.

CRANE USAGE AGREEMENT MANATEE COUNTY PORT AUTHORITY

This Crane Usage Agreement (“Agreement”) is made and entered into by and between the Manatee County Port Authority, a political entity of the State of Florida, with its principal place of business located at SeaPort Manatee, 300 Tampa Bay Way, Suite One, Palmetto, Florida 34221 (“Authority”) and

                                                       , who is authorized to transact business in the State of Florida, with a place of business located at

                                                   (“Crane User” or “User”), (the Authority and User are referred to herein individually as “Party” or collectively as “Parties”).

RECITALS

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

WHEREAS, the Authority owns and maintains mobile harbor crane(s) and certain crane attachments at SeaPort Manatee; and

WHEREAS, the mission of the Authority is to be an economic catalyst, and the Authority has identified an opportunity to facilitate tenant success and growth by providing access to capital-intensive equipment without the burden of ownership or long-term commitments; and

WHEREAS, the Authority has developed a dynamic Crane Use Program designed to provide port tenants, licensed stevedores, and other authorized users with access to high-quality lifting equipment to support vessel loading/unloading, terminal operations, and associated cargo-handling activities (“Crane Use Program”); and

WHEREAS, entities which desire to participate in the Authority’s Crane Use Program must execute a fully binding crane usage agreement, which outlines the legal terms and responsibilities of crane use; and

WHEREAS, User is desirous of renting such cranes from the Authority from time to time; and

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

1. Recitals. The above recitals are true and correct and agreed to by the Authority and User as if such recitals were fully set forth in the Agreement.

2. Effective Date and Term. The term of this Agreement (the “Term”) shall be up to five

   (5) years beginning on October 1, 2025, or the Execution Date of this Agreement, whichever date occurs later and continuing through and including September 30, 2030.

3. Termination. Unless prohibited by other provision(s) of this Agreement, the Parties may terminate this Agreement at any time upon 48 hours advance written notice to the other Party.

   
   

4. Crane Use Program. Execution of this Agreement will authorize the User to participate in the Authority’s Crane Use Program. The program is dynamic and is reviewed annually to assess the effectiveness of procedures, compliance with regulations, and consider operational feedback from tenants and crane users. During the Term of this Agreement, the major responsibilities of the Parties will include:

   
   

   1. Authority will review and update the SeaPort Manatee Tariff, from time to time, with fees and charges for participation in the Crane Use Program and use of the cranes and crane attachments, and publicly post a copy of the Tariff to the Authority’s website: https://www.seaportmanatee.com/business/finance/. User agrees it has received, reviewed, and agrees to abide by the SeaPort Manatee Tariff, including but not limited to the rates and fees in such Tariff.

      
      

   2. Authority will ensure Authority-owned cranes are properly maintained and meet inspection standards prior to and immediately following each Use Period (as defined below).

      
      

   3. User will maintain status and good standing as a Licensed Marine Terminal Operator or Stevedore, licensed to conduct business at the Port.

      
      

   4. User will submit a Crane Reservation Request Form, the form of which will be provided by the Authority, and any paperwork requested by the Authority (e.g., proof(s) of insurance; proof of certification for proposed operator(s)). Reservations are to be submitted at least 24 hours in advance for use during regular working days. Reservations for crane use on Saturdays, Sundays or holidays must be made 24 hours in advance, but not later than 3:00 p.m. (EST) on the last regular working day prior to the Saturday, Sunday or holiday requested starting time. While User may request a specific crane, there is no guarantee the Authority will provide such crane or any crane.

      
      

   5. The Authority will prioritize active reservation requests from all authorized users based on weekly service over single service, crane availability and scheduling conflicts, account status, active vessel operations at berth, time/date of request, cargo sensitivity or perishability, and maintenance readiness status of requested equipment.

      
      

   6. The Authority will issue a reservation confirmation in writing once availability and compliance with the Crane Use Program requirements are verified. Written

      confirmation(s) will establish respective mobilization, Use Periods, and demobilization times.

   7. User will ensure provision of a certified crane operator.

   8. Authority will mobilize and set up crane(s) and equipment.

      
      

   9. User will inspect equipment before use and report deficiencies and execute a Certificate of Acceptance, the form of which will be provided by the Authority. The Use Period will commence after the Authority’s receipt of the Certificate of Acceptance and conclude after the written notice (as defined below) has been returned to the Authority and the Authority has concluded with its post-use inspection.

      
      

   10. User will adhere to all safety, compliance, and operational requirements, as listed in this Agreement or the Tariff.

       
       

   11. Authority Technicians will be available on Port and the Technicians will be responsible for setting up the crane(s) at respective vessel hatches at the request of the stevedore.

   12. At the end of each Use Period, User will provide written notice that the crane(s) and equipment have been returned to the Authority, and the Use Period has concluded.

       
       

   13. Authority will conduct a post-use inspection after each Use Period.

       
       

   14. Authority will demobilize crane(s) and equipment.

       
       

   15. Authority will invoice User for fees and charges accumulated during each Use Period, in accordance with the Tariff.

       
       

5. Ownership and Inspections by the Authority. The cranes shall always remain the sole and exclusive property of the Authority.

   
   

   1. Upon reasonable notice to User, the Authority or its agents shall have free access to the cranes at reasonable times and in a reasonable manner for the purpose of inspections.

      
      

   2. No accessions, additions, alterations or improvements to the cranes of any nature, shall be made without the Authority’s written consent, but if any are made, they immediately shall become part of the cranes and shall become the Authority’s property unless otherwise agreed by the Parties.

      
      

   3. User shall always keep the cranes free and clear from all claims, liens and encumbrances, arising by, through or on account of the User.

   4. This Agreement is intended to allow for limited use of the cranes and must not be construed as a sale of the cranes to the User.

6. Delivery, Acceptance, and Return. User’s appointed representative shall, for the purpose of acceptance, inspect the crane(s) prior to the Use Period, execute a Certificate of Acceptance and provide the executed Certificate of Acceptance to the Authority. Possession of the crane(s) shall be passed to the User after the Authority’s receipt of the Certificate of Acceptance.

   
   

   If during such inspection, User reasonably determines that the crane does not meet the Parties’ agreed upon delivery configuration set forth in the Crane Reservation Request Form, User may reject the crane by providing to the Authority, in writing, notice of such rejection and the reasons thereof. Upon such rejection, the Authority may elect to (i) repair the crane to a condition which satisfies delivery configuration stated in Crane Reservation Request Form; or (ii) replace the crane with similar cranes which satisfies delivery configuration in Crane Reservation Request Form. If User waives its right to inspect each crane prior to the commencement of the Use Period, each crane will be deemed acceptable by User in its then current condition.

   
   

   Crane shall be returned to the Authority fully operational and with no missing parts, free of any wreck or collision damage, and free of defects. The crane’s wheel rim thickness shall be returned at the same measurement as delivered. Normal wear and tear accepted. Prior to the end of each Use Period, User shall at its sole cost and expense, return the cranes to the location(s) of Acceptance, unless reasonably instructed otherwise by the Authority. The User will provide written notice to the Authority that the crane(s) have been returned and following the Authority’s inspection, possession of the crane(s)   transfer  back  to  the  Authority. Notices should be emailed to: CraneDepartment@seaportmanatee.com.

   
   

7. Taxes, Customs and Duties. User shall pay all customs, duties, use, excise, ad valorem, stamp, documentary and similar taxes or fees on or relating to this Agreement, or the use, registration, rental, maintenance, license, possession or operation of the crane, and shall file any returns required therefor, and shall hold the Authority harmless and indemnify the Authority, in accordance with section 12 of this Agreement, against any liability and expense, including attorney fees and costs, on account of the User’s failure to do the same.

   
   

8. Use. User shall cause the crane- to be operated and used in strict compliance with all applicable Occupational Safety and Health Administration regulations and rules, together with any other applicable federal, state or local government laws, ordinances, regulations or rules having control or jurisdiction over the activities and uses of cranes. The operation and use of the cranes shall be carried out by employer insured and NCCCO certified (National Commission for the Certification of Crane Operators) operators selected and trained by User to optimize productivity and safety in the operation of the cranes.

   The User agrees to:

   1. User shall be responsible for the payment of all registrations, certificates, licenses, and permits, and all other similar requirements of governmental authorities, whether required to be obtained in the name of the Authority or User.

   2. The crane shall be used and operated only by properly qualified, trained personnel authorized by the User.

      
      

   3. User shall comply with all applicable federal, state, municipal and local laws, ordinances, rules, and regulations relating to the rental, possession, insuring, use and operation of the crane.

      
      

   4. User shall be solely responsible for the payment of any and all fines, penalties, or forfeitures, including without limitation the confiscation of the crane levied upon or arising out of the use, operation, maintenance of insuring of the crane in violation of any law, ordinance, rule or regulation of any governmental authority.

      
      

   5. User shall pay all costs, expenses and charges incurred in connection with the rental and use of the crane.

   6. User will provide immediate notice to the Authority’s Crane Department by email for all issues that arise between the User and crane users / tenants. Notices should be emailed to: CraneDepartment@seaportmanatee.com

      
      

9. General Insurance Requirements.

   
   

   1. During the Term of the Agreement, the User shall provide, pay for, and maintain with insurance companies satisfactory to Manatee County Port Authority (Authority), the types of insurance described herein.

      
      

   2. All insurance shall be from responsible insurance companies eligible to do business in the State of Florida. The required policies of insurance shall be performable in Manatee County, Florida, and shall be construed in accordance with the laws of the State of Florida.

      
      

   3. The Authority shall be specifically included as an additional insured on the User’s Liability policies with the exception of the User’s Professional Liability policies (if required) and shall also provide the "Severability of Interest" provision (a/k/a "Separation of Insured’s" provision). The Authority’s additional insured status should be extended to all Completed Operations coverages.

      
      

   4. The User shall deliver to the Authority, prior to commencing work/activities under the Agreement, properly executed "Certificate(s) of Insurance" setting forth the insurance coverage and limits required herein. The Certificates must be signed by the authorized representative of the insurance company(s) shown on the

      Certificate of Insurance. In addition, certified, true, and exact copies of the insurance policies required herein shall be provided to the Authority, on a timely basis, if requested by the Authority.

   5. If the User fails to provide or maintain the insurance coverages required in this Agreement at any time during the Term of the Agreement and if the User refuses or otherwise neglects to deliver the required Certificate(s) of Insurance signed by the authorized representative of the insurance company(s) to the Authority, the Authority may, at the Authority’s sole discretion, terminate or suspend this Agreement and seize the amount of User’s performance bond, letter of credit, or other security acceptable to the Authority.

      
      

   6. The User shall take immediate steps to make up any impairment to any Aggregate Policy Limit upon notification of the impairment. If at any time the Authority requests a written statement from the insurance company(s) as to any impairment to the Aggregate Limit, the User shall promptly authorize and have delivered such statement to the Authority.

      
      

   7. The User authorizes the Authority and/or its insurance consultant to confirm all information furnished to the Authority, as to its compliance with its Bonds and Insurance Requirements, with the User’s insurance agents, brokers, surety, and insurance carriers.

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

      
      

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

      
      

   10. No work/activity under this Agreement shall commence or continue unless and until the required Certificate(s) of Insurance are in effect and the written Notice to Proceed is issued by the Authority.

       
       

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

   12. During the term of this Agreement, the Authority and its agents and contractors may continue to engage in necessary business activities during the operations of the User. Except the cranes and crane attachments, no personal property owned by the Authority used in connection with these business activities shall not be considered by the User’s insurance company as being in the care, custody, or control of the User.

       
       

   13. Should any of the required insurances specified in this Agreement provide for a deductible, self-insured retention, self-insured amount, or any scheme other than a fully insured program, the User shall be responsible for all deductibles and self- insured retentions.

       
       

   14. All of the required insurance coverages shall be issued as required by law and shall be endorsed, where necessary, to comply with the minimum requirements contained herein.

       
       

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

   16. Renewal Certificate(s) of Insurance shall be provided to the Authority at least twenty (20) days prior to expiration of current coverage so that there shall be no termination of the Agreement due to lack of proof of the insurance coverage required of the User.

       
       

   17. If the User utilizes contractors or sub-contractors to perform any operations or activities governed by this Agreement, the User will ensure all contractors and sub-contractors to maintain the same types and amounts of insurance required of the User. In addition, the User will ensure that the contractor and sub- contractor insurances comply with all of the Insurance Requirements specified for the User contained within this Agreement. The User shall obtain Certificates of Insurance comparable to those required of the User from all contractors and sub-contractors. Such Certificates of Insurances shall be presented to the Authority upon request. User’s obligation to ensure that all contractor’s and sub- contractor’s insurance as provided herein shall not exculpate User from the direct primary responsibility User has to the Authority hereunder. The Authority will look directly to User for any such liability hereunder and shall not be obligated to seek recovery from any contractor or subcontract or under such contractor’s or sub-contractor’s insurance coverages.

       
       

10. Specific Insurance Coverages and Limits.

    
    

    All requirements in this Insurance Section shall be complied with in full by the User unless excused from compliance in writing by the Authority.

    The amounts and types of insurance must conform to the following minimum requirements. Current Insurance Service Office (ISO) or National Council on Compensation Insurance (NCCI) policies, forms, and endorsements or broader shall be used where applicable. Notwithstanding the foregoing, the wording of all policies, forms, and endorsements must be acceptable to the Authority.

    
    

    1. Workers'  Compensation  and  Employers'  Liability  Insurance shall be maintained in force during the Term of this Agreement for all employees engaged in this work under this Agreement, in accordance with the laws of the State of Florida. The minimum acceptable limits shall be:

       
       

       Workers' Compensation Florida Statutory Requirements Employer's Liability $1,000,000.00 Limit Each Accident

       $1,000,000.00 Limit Disease Aggregate

       $1,000,000.00 Limit Disease Each Employee

       If the User has less than four (4) employees and has elected not to purchase Workers’ Compensation/Employers Liability coverage as permitted by Florida Statutes, the User will be required to issue a formal letter (on the User’s letterhead) stating that it has less than four (4) employees and has elected not to purchase Workers’ Compensation/Employers Liability coverage as permitted by Florida Statutes. This exception does not apply to firms engaged in construction activities.

       
       

    2. USL&H Coverage shall be maintained by the User that will respond to claims filed under the United States Longshoremen and Harbor Workers Act (33 USC sections 901-950). The limits of such coverage shall be at least $1,000,000.

       
       

    3. Commercial General Liability Insurance shall be maintained by the User on a Full Occurrence Form. Coverage shall include, but not be limited to, Premises and Operations, Personal Injury, Contractual for this Agreement, Independent Users, and Products & Completed Operations Coverage. The limits of such coverage shall not be less than:

       
       

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

       
       

       Completed Operations Liability Coverage shall be maintained by the User for a period of not less than four (4) years following expiration or termination of this Agreement.

       
       

       The use of an Excess, Umbrella and/or Bumbershoot policy shall be acceptable if the level of protection provided by the Excess, Umbrella and/or Bumbershoot policy is equal to or more comprehensive than the Primary Commercial General Liability policy.

       Any Care, Custody and Control exclusions/limitations must be removed. The policy shall not limit/exclude crane operations.

    4. Stevedores Legal Liability Insurance shall be maintained by the User and shall include coverage for damages to cargo, vessels being loaded and unloaded, other vessels, docks, wharves, and seawalls. The limits of such coverage shall be at least $2,000,000.

       
       

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

       
       

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

       
       

       Or

       Bodily Injury & Property Damage Liability $1,000,000.00 Combined

       Single Limit Each Accident

       If the User does not own any vehicles, this requirement can be satisfied by having the User’s Commercial General Liability policy endorsed with “Non-Owned and Hired Automobile” Liability coverage.

       
       

11. Responsibility for Loss or Damage, and Insurance. During the User’s period of possession, User shall be responsible for all loss or damage to the cranes, normal wear and tear excepted, including but not limited to, damages resulting from negligent acts or omissions of User or User’s employees, agents or subcontractors. If the crane(s) is rendered unusable as a result of any damage or loss, User shall immediately notify the Authority and make the Crane(s) available for inspection by the Authority. In such event, this Agreement shall continue (no Termination) until full repairs to any damage are made by User.

    
    

    User shall provide the Authority with a certificate of insurance naming the Authority as loss payee in an amount not less than the Casualty Value for the Cranes. The Authority shall also be named as an additional insured as its interest may appear on User’s Commercial General Liability Insurance and Crane Liability Insurance policy.

    
    

    All payments due to the Authority shall be made within ten (10) days of User’s receipt

    of said funds from User’s insurance company.

    
    

12. Release, Indemnification and Assumption of Risk. In consideration of the User being permitted to use and operate the crane, the User agree as follows:

    1. Release. THE USER IRREVOCABLY AND UNCONDITIONALLY RELEASES, FOREVER DISCHARGES, AND AGREES NOT TO SUE OR BRING ANY OTHER LEGAL ACTION AGAINST THE INDEMNIFIED PARTY with respect to

       any and all claims and causes of action of any nature, whether currently known or unknown, which the User, or any of them, have or which could be asserted on behalf of the User in connection with the User’s use or operation of the crane, including, but not limited to claims of negligence, product defect, breach of warranty, and/or breach of contract, whether or not due to or caused by the negligence of the Indemnified Party, their respective successors in interest, independent contractors, insurance carriers, agents, employees, representatives, assignees, officers, directors, Authority members attorneys, and members.

       
       

       By signing this Agreement, the User hereby agrees as follows:

       
       

       User hereby RELEASE, WAIVE, DISCHARGE, AND COVENANT NOT TO SUE

       assume liability for and indemnify, hold harmless the Manatee County Port Authority, its Authority members, officers, directors, employees, agents, and attorneys of, from, and against all liability and expense, including reasonable attorneys' 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 (including death), property damage, relief, or loss of use, that User may sustain to arising out of my use of the crane and related activities, whether or not due to or caused by the negligence of the Authority members, officers, directors, employees, agents, and attorneys. USER IS FULLY AWARE OF THE RISKS AND HAZARDS CONNECTED WITH USE AND OPERATION OF THE CRANE, INCLUDING THE RISK OF INJURIES WHICH COULD CAUSE DEATH. USER IS VOLUNTARILY PARTICIPATING IN USING OR OPERATING THE CRANE AND ASSUMES FULL RESPONSIBILITY FOR ANY RISK OF LOSS, PROPERTY DAMAGE, OR PERSONAL INJURY THAT MAY BE SUSTAINED AS A RESULT OF USER’S PARTICIPATION.

       
       

       The User waives its entitlement, if any, to immunity under section 440.11, Florida Statutes. Nothing contained in this Agreement is intended to nor shall it be construed as a waiver of sovereign immunity by the Authority, nor shall it be construed as a waiver of any defenses or limitations to any claims, including those based on the doctrine of sovereign immunity or section 768.28, Florida Statutes.

       
       

    2. Assumption of Risk. The User agree and understand that using or operating a crane can be HAZARDOUS AND INVOLVES THE RISK OF PHYSICAL INJURY

       AND/OR DEATH. The User acknowledges that use and operation of a crane is inherently dangerous and fully realize the dangers in using and operating a crane. The risks and dangers in the use and operation of a crane include, but are not limited to: changing weather conditions, improper use of equipment, high

       water, high wind, other users at the seaport, and mental and physical distress. THE USER ACKNOWLEDGES AND UNDERSTANDS THAT THE DESCRIPTION OF THE RISKS LISTED ABOVE IS NOT COMPLETE AND THAT PARTICIPATING IN THE ACTIVITY MAY BE DANGEROUS AND MAY INCLUDE OTHER RISKS.

       
       

       The User agrees and understands that there are dangers and risks associated with the use of the crane and that INJURIES AND/OR DEATH may result from such use, including, but not limited to the acts, omissions, representations, carelessness, and negligence of the Indemnified Party. By signing this Agreement, the Undersigned recognize that property loss, injury and death are all possible while using the crane. RECOGNIZING THE RISKS AND DANGERS, THE UNDERSIGNED UNDERSTAND THE NATURE OF THE ACTIVITY AND VOLUNTARILY CHOOSE FOR PARTICIPANT TO PARTICIPATE IN AND EXPRESSLY ASSUME ALL RISKS AND DANGERS OF USING THE CRANE, WHETHER OR NOT DESCRIBED ABOVE, KNOWN OR UNKNOWN, INHERENT, OR OTHERWISE.

       
       

    3. Indemnification. The User, and its parents, subsidiaries and affiliates, jointly and severally agree to indemnify, protect, defend and hold harmless the Authority and the Authority’s members, directors, officers, agents and employees (the “Indemnified Party”) from and against any and all claims, demands, losses, liabilities, damages, liens, injuries, penalties, fines, lawsuits and other proceedings, judgments, awards, costs and expenses, including, without limitation, reasonable attorneys’ and consultants’ fees and costs through appeal (collectively, “Losses”), arising out of the execution, performance nonperformance of the duties of the User, or its agents, employees or contractors, under this Agreement, the enforcement of this Agreement, or resulting from the activities of the User, or its agents, employees or contractors, in any way connected to this including, but not limited to:

       
       

       1. Any bodily injury, death or damage to tangible property, suits in equity of whatever kind or nature, relief, or loss of use, to the extent caused by the User or relating to or arising out of the User’s performance or non performance of this Agreement or the use or operation of the crane; any collision; any claims, grievances or lawsuits brought by or on behalf of the User’s own employees or their representatives, pursuant to any state or federal law, including, but not limited to, the Federal Employer’s Liability Act, or pursuant to employee protective conditions imposed by a governmental agency or a collective bargaining agreement arising out of the User’s operations hereunder.

          
          

       2. Any environmental contamination from the crane or on the Authority’s facilities (whether arising out of any environmental protection or pollution law, or any liability in tort (strict liability or otherwise) or resulting from User’s

          operations or any default under this Agreement or failure of User to perform any obligation under this Agreement.

       3. The Indemnified Party seeking indemnification under this Agreement shall:

          (a) give the User prompt written notice of the claim; (b) cooperate with the User in connection with the defense and settlement of the claim and (c) permit the User to control the defense and settlement of the claim; provided that the User will not settle the claim without the prior written consent of the Indemnified Party. User shall assume control of the defense of any claim asserted by a third party against the Indemnified Party for which User is obligated to indemnify, defend, and hold harmless the Authority and, in connection of such defense, shall appoint lead counsel in each case at User’s expense. The Indemnified Party shall have the right, at its option, to participate in the defense of any third-party claim, without relieving User of any of its obligations hereunder. If User assumes control of the defense of any third-party claim in accordance with this section, User shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such claim.

          
          

       4. Notwithstanding anything to the contrary in this section, User shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by the Indemnified Party and all expenses, including experts’ fees, if: (a) an adverse determination with respect to the third party claim would, in the good faith judgment of the Indemnified Party, be detrimental in any material respect to the Indemnified Party’s reputation;

          (b) the third party claim seeks an injunction or equitable relief against the Authority; or (c) User has failed or is failing to prosecute or defend vigorously the third party claim. Each Party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third-party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith.

          
          

       5. This indemnification provision includes claims made by any employees of User against the Indemnified Party, and User hereby waives its entitlement, if any, to immunity under section 440.11, Florida Statutes. Nothing contained in this Agreement and specifically this indemnification provision is intended to nor shall it be construed as an additional waiver of sovereign immunity beyond the expressed written contractual obligations of the Authority contained within this Agreement. Excluded from the Indemnified Party’s indemnification obligation are any claims for which the Indemnified Party is immune from suit under the doctrine of sovereign immunity or for any amount of a claim exceeding the limitations of liability established by section 768.28, Florida Statutes. The Indemnified Party does not in any manner waive its rights and immunities provided by applicable federal or state law and/or regulation under this section or otherwise under this Agreement.

       6. The User’s obligations under this section shall survive the termination or expiration of this Agreement and shall not be limited by any amount of insurance required to be obtained or maintained under this Agreement.

13. Photos/ Video Images. The Authority or anyone authorized by the Authority has permission to use User’s photograph or video image taken during the use of a crane for promotional materials without compensation paid to User.

    
    

14. Assignment. This Agreement and the rights herein granted may not be assigned, sold, leased or transferred, in whole or in part, without the prior written consent of the Authority, which may be withheld in the Authority’s discretion for any reason. The terms and provisions of this Agreement shall be binding upon the Parties and their respective partners, successors, heirs, executors, administrators, assigns and legal representatives. The Authority may assign its rights and obligations under this Agreement to any successor to the rights and functions of the Authority or to any governmental agency to the extent required by applicable laws or government regulations or to the extent the Authority deems necessary or advisable under the circumstances.

    
    

15. Default. User shall be in default under this Agreement upon the happening of any

    of the following events or conditions (“Event of Default”):

    1. Default in the payment when due of any installment of rent, fees, charges, or of any other obligation for the payment of money owed by User to the Authority that are not received by the Authority within ten (10) business days after receipt of written notice of non-payment from the Authority.

       
       

    2. Default in the timely performance of any other term, liability, obligation, covenant or agreement of User and in failure to cure within ten (10) days of written notice from the Authority notifying User of the default.

       
       

    3. If User transfers substantial control of User’s assets or User’s business operations or activity to any other entity without prior written consent of the Authority.

       
       

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

       
       

    5. The discovery of any material misrepresentation or fraudulent statement made to the Authority in connection with any agreement or other application or forms submitted to the Authority in connection with this Agreement or the Cranes, following written notice by Authority and a failure by User to explain the matter to the Authority’s satisfaction within ten (10) calendar days.

    6. If User uses or permits the use of the Crane(s) by anyone else not approved by the Authority or in violation of any law, rule, or regulation.

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

       
       

    8. If the User is placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, the Scrutinized Companies with Activities in Iran Terrorism Sectors List, has business operations in Cuba or Syria or participates in a boycott of Israel.

       
       

    9. If the User fails to use the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the User during the term of the Agreement.

       
       

    10. If the User fails to disclose any current or prior interest in any contract with or grant or gift from a Foreign Country of Concern, in violation of sections 286.101 and 287.135, Florida Statutes.

    11. If the User uses coercion for labor or services as defined in section 787.06(2)(a), Florida Statutes.

16. Remedies upon Default. Upon the occurrence of any Event of Default or at any time hereafter, the Authority, in its sole and absolute discretion, may take any one or more of the following actions with respect to the Cranes:

    
    

    1. Declare all unpaid amounts of accumulated fees and charges to be immediately due and payable.

       
       

    2. Terminate the use of any or all Cranes by providing written notice to User.

       
       

    3. Require that User shall, upon written demand by the Authority and at User’s expense, promptly make available to the Authority, any one or all Cranes at a place designated by the Authority.

       
       

    4. Proceed by appropriate action either at law or in equity to enforce performance by User of the applicable covenants of this Agreement or to recover damages for the breach of the Agreement or to rescind the use of any Crane(s).

       
       

    5. Exercise any and all rights and remedies available to the Authority under any applicable law. In addition, User shall be charged with and shall pay to the Authority all reasonable costs and expenses the Authority incurred as a result of each Event of Default by User.

       
       

       None of the rights and remedies in this paragraph is intended to be exclusive, but

       each such right or remedy shall as to each Crane be cumulative and may be availed of separately or concurrently with or in addition to any other right or remedy provided or referred to herein or otherwise available to the Authority at law or in equity. Any repossession or subsequent sale or lease by the Authority of any Crane(s) shall not bar an action against User for a deficiency. To the extent permitted by applicable law, USER WAIVES ANY AND ALL RIGHTS TO NOTICE AND TO A JUDICIAL HEARING WITH RESPECT TO THE REPOSSESSION OF EQUIPMENT BY THE AUTHORITY AS A RESULT OF ANY EVENT OF DEFAULT HEREUNDER BY USER.

       
       

       Without limitation of any rights of the Authority otherwise existing or otherwise available to the Authority, it is expressly covenanted and agreed by the Parties that in the event of any assignment by operation of law of this Agreement, or of an adjudicated bankruptcy of User within the meaning of the Federal Bankruptcy Act, then the Authority may, at the Authority’s election, terminate this Agreement upon five (5) days prior written notice to User.

       
       

17. Public Records. All papers, letters, maps, books, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristic, or means of transmission, made or received pursuant to law or in connection with the transaction of official business by the Authority are public records of the Authority in accordance with the Florida Constitution and Florida Statutes. Every person has the right to examine, inspect, and copy any such public records not specifically made exempt by provisions of the Florida Statutes. Any financial or proprietary information relating to User transmitted by User to the Authority may be a public record subject to disclosure to a requesting third person (not a party to this Agreement). If the Authority receives a request by a third party for the disclosure of any such public records relating to User, the Authority shall immediately notify User of said request, however, in no event will the Authority delay production of the public records in order to provide notice to User. The Authority will comply with said request to the extent required by law, unless User institutes an appropriate legal proceeding or suit against the Authority and/or the third person to restrain or otherwise prevent the particular public records’ disclosure. If User institutes any such legal proceeding or suit and the Authority incurs any attorneys’ fees, costs, damages, or penalties in connection with or because of the legal proceeding or suit, User shall pay to the Authority an amount equal to the total amount of said attorneys’ fees, costs, damages, or penalties.

    
    

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

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

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

       
       

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

       
       

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

       
       

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

       IF USER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO USER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS OF THE AUTHORITY AT (941) 722-6621, RECORDSCUSTODIAN@SEAPORTMANATEE.COM, SEAPORT MANATEE, 300 TAMPA BAY WAY, SUITE ONE, PALMETTO, FL 34221.

       
       

18. Federal Maritime Commission Requirements. If it is determined by the Federal Maritime Commission or by either of the Parties that this Agreement is subject to approval or filing requirements under federal laws or regulations administered by the Federal Maritime Commission, the Parties, in cooperation with each other, shall promptly comply with said requirements. If the activities and operations of User at SeaPort Manatee pursuant to the provisions of this Agreement result in a determination that User is a marine terminal operator and if the charges, fees, rates and other income received by User from others in connection with the activities and operations of User as a marine terminal operation are subject to approval or filing requirements under federal laws or regulations administered by the Federal Maritime Commission, User shall promptly comply with said requirements as a marine terminal operator including any required tariffs. If the Federal Maritime Commission by a duly entered order disapproves of any of the provisions of this Agreement subject to the jurisdiction or regulations of the

    Federal Maritime Commission, the particular disapproved provisions shall be deemed null and void and of no force and effect, with all of the remaining provisions of this Agreement remaining in full force and effect.

19. Tariff. To the extent same are not in conflict with or in derogation of the terms and conditions of this Agreement, User shall throughout the term or duration of this Agreement abide by and comply with all the rates, rules and regulations of the Authority set forth in the then current SeaPort Manatee Tariff as published by the Authority and duly filed with the Federal Maritime Commission. This covenant by User to abide by and comply with said SeaPort Manatee Tariff was a material inducement for the Authority to enter into this Agreement constituting substantial consideration to the Authority for this agreement, and any failure by User to fully abide by and comply therewith shall at the option of the Authority constitute a default by User entitling the Authority to exercise one or more of the remedies set forth in this Agreement. User acknowledges receipt from the Authority of a copy of the current SeaPort Manatee Tariff as published by the Authority and posted on the Authority’s website, and further acknowledges that User understands all the provisions of said SeaPort Manatee Tariff.

    
    

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

    
    

21. Security. The Authority is subject to minimum standards, procedures and requirements imposed by federal and state laws and regulations in connection with the security of SeaPort Manatee as a seaport. SeaPort Manatee consists of various facilities operated by the Authority and the Authority’s tenants pursuant to leases with the Authority, and the security of said facilities operated by the Authority and its tenants are beneficial to both the Authority and User necessitating that there be a degree of cooperation between the parties. User shall comply with all of the provisions of federal and state laws and regulations applicable to security at SeaPort Manatee, to the crane

    and to the activities and operations of User relating thereto at SeaPort Manatee.

22. Attorneys’ Fees. In the event of legal action or other proceeding arising under this Agreement, the prevailing party shall be entitled to recover from the adverse party all its reasonable attorneys’ fees and costs incurred by the prevailing party in the prosecution or defense of such action, or in any post-judgment or collection proceedings and whether incurred before suit, at the trial level or at the appellate level. This shall include any bankruptcy proceedings. The prevailing party also shall be entitled to recover any reasonable attorneys’ fees and costs incurred in litigating the entitlement to attorneys’ fees and costs, as well as in determining the amount of attorneys’ fees and costs due to the prevailing party. The reasonable costs to which the prevailing party will be entitled include costs that are taxable under any applicable statute, rule, or guideline, as well as costs of investigation, copying costs, electronic discovery costs, mailing and delivery charges, costs of conducting legal research, consultant and expert witness fees, travel expenses, court reporter fees and mediator fees, regardless of whether such costs are taxable under any applicable statue, rule or guideline.

    
    

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

    
    

24. Miscellaneous.

    
    

    1. Amendments. Neither this Agreement nor any Exhibit shall be amended, and no provision hereof or of any Exhibit shall be waived or varied unless by a writing signed by the Parties.

       
       

    2. Waiver or Delay. No delay or omission by the Authority in exercising any right hereunder shall operate as a waiver of such right or any other right. A waiver by the Authority of any Event of Default by User shall not be construed as a waiver of any future occasion.

    3. Notice. All notices required or made pursuant to this Agreement shall be made in writing and must be delivered by email (with a requirement that the recipient acknowledge receipt), third party overnight courier (including overnight couriers’ services such as Federal Express) or Certified Mail, Return Receipt Requested, postage paid addressed to the party to whom notice is given at the following addresses:

       
       

       To the Authority: Manatee County Port Authority

       Executive Director

       300 Tampa Bay Way, Suite One Palmetto, Florida 34221

       (941) 722-6621

       cbuqueras@seaportmanatee.com

       
       

       Copy to: Port Counsel

       Bryant Miller Olive P.A.

       400 N Tampa Street, Suite 1600

       Tampa, FL 33602

       (813) 273-6677

       jcowan@bmolaw.com

       To the User: {Insert Name}

       {Insert Title}

       {Insert Address 01}

       {Insert Address 02}

       {Insert Phone Number}

       {Insert Email Address}

       
       

       or to such other address as either party may, from time to time designate to the other in writing.

       
       

    4. Governing Law. The enforcement of this Agreement and the interpretation of the provisions of the Agreement are controlled and governed by the laws of the State of Florida. The Parties consent to jurisdiction over them in the State of Florida and agree that venue for any state action arising under this Agreement shall lie solely in the courts located in the 12th Judicial Circuit Manatee County, Florida, and for any federal action shall lie solely in the United States District Court, Middle District of the State of Florida.

       
       

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

       proceedings relating to or arising out of or in connection with this Agreement or its subject matter as follows:

       EACH PARTY BY EXECUTION HEREOF DOES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE, FOR THEMSELVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, ANY RIGHT WHICH EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, ACTION, SUIT, OR PROCEEDING WHETHER AT LAW OR IN EQUITY BASED ON THIS AGREEMENT, ANY AMENDMENT OR ADDITION TO THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY OR THEIR RESPECTIVE BOARD MEMBERS, OFFICERS, PRINCIPALS, EMPLOYEES, AGENTS, OR REPRESENTATIVES IN CONNECTION HEREWITH, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE. NO PARTY SHALL SEEK TO CONSOLIDATE ANY LITIGATION, ACTION, SUIT, OR PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THIS PROVISION IS MATERIAL AND MUTUAL INDUCEMENT TO ENTERING INTO THIS AGREEMENT.

       
       

    5. No Third-Party Beneficiaries. Neither the Authority nor User intends to benefit a third party directly or indirectly by this Agreement. Therefore, the Authority and User agree that this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties.

       
       

    6. Binding Authority. The Parties represent and warrant that each is authorized to enter into this Agreement without the consent and joinder of any other party and that the individuals executing this Authority have full power and authority to bind their respective party to the terms hereof.

       
       

    7. Severability. If any term, covenant, condition or provision (or part thereof) of this Agreement or the application thereof to any person or circumstances shall, at any time or to any extent, be judicially determined to be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision (or remainder thereof) to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. It is understood that the Authority shall not be subject to any liability to the User in the event any term herein is found to be invalid or unenforceable.

       
       

    8. Mutual Drafting. This Agreement is the product of mutual drafting, each party having been represented by or having the opportunity to be represented by counsel, and therefore shall not be construed against either party.

    9. Entire Agreement. This Agreement sets forth the entire agreement between the Parties as to the subject matter hereof and supersedes all previous written or oral negotiations, agreements, bids, and/or understandings.

    10. Counterparts; Signatures. This Agreement will become effective upon the Effective Date if the Agreement has been executed by all of the undersigned. This Agreement may be executed in counterparts, each of which constitutes an original and all of which together will constitute one and the same instrument. This Agreement may be executed by electronic signature technology and such electronic signature shall act as the Parties’ legal signatures on this Agreement and shall be treated in all respects as an original handwritten signature.

IN WITNESS WHEREOF, the Parties have caused this Crane Usage Agreement to be duly executed this                 day of             , 2025.

MANATEE COUNTY PORT AUTHORITY

By:                                 _

                                   _ Executive Director

WITNESSES: {Insert name}, LLC

s/                            Print name:

s/                                    By:                                   Print name:

Printed:            

Title:                               CRANE USER

‌August 19, 2025

CONSENT

AGENDA ITEM 3.I.: SPECTRUM UNDERGROUND CARGO PAD - CHANGE

ORDER NO. 1

BACKGROUND:

On July 30, 2024, the Authority approved a contract with Spectrum Underground, Inc. (Spectrum) totaling $2,594,856.45 for the construction of a 50,000-square-foot cargo handling pad (Phase 1). Subsequently, Spectrum submitted Change Order No. 1 in the amount of $2,665.32 to upgrade to airport-rated manhole covers capable of supporting extra heavy loads from container top picks. Additionally, the timelines for substantial completion and final completion have been extended by 30 days and 60 days, respectively. This change order increases the total contract to $2,597,521.77.

ATTACHMENT:

Change Order #1

COST AND FUNDING SOURCE:

FDOT grant funding and Port cash in the amount of $1,332.75, each.

CONSEQUENCES IF DEFERRED:

The structural integrity will be compromised

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute the Change Order No. 1 in the amount of

$2,665.32 between the Manatee County Port Authority and Spectrum Underground, Inc. for the upgrade of manhole covers to support extra. This change order also extends the substantial completion date by 30 days and the final completion date by 60 days.

PORT MANATEE

CHANGE IN CONTRACT TERMS

[note changes in Milestones if applicable]

Original Contract Times:

Substantial Completion: Date of Final Payment

08/13/2024

$  2,594,856.45  

02/09/2025

03/11/2025

[Increase] [Decrease] from previous approved

Change Orders #:                         1          

Hours Requested:

[Increase] [Decrease] from previous approved

Change Order #:

Substantial Completion Date:

1

04/11/2025

Date of Final Payment:

Contract Price prior to this Change Order:

05/11/2025

[date or days]

Contract Times prior to this Change Order:

Substantial Completion: 02/09/2025

$  2,594,856.45  

Date of Final Payment:

03/11/2025

[date or days]

[Increase] [Decrease] of this Change Order: [Increase] [Decrease] of this Change Order:

Substantial Completion:

  $          2,665.32 Date of Final Payment:

30 Days

60 Days

[days or dates]

Contract Price Incorporating this Change Order: Contract Times with all approved Change Orders:

Substantial Completion:

  $      2,597,521.77  Date of Final Payment:

04/11/2025

05/11/2025

[date or days]

RECOMMENDED:

ACCEPTED:

ACCEPTED:

SPECTRUM UNDERGROUND, INC.

Engineer of Record

Date:               

MCPA / BCC APROVED

Date:                

Approved by Funding Agecy (if applicable)

Date:

Contractor

05/10/2025

By:

Title:

<Rev. 11/2020>

Description:

Change Order #1 - Airport Ring & Covers

AECOM Technical Services, Inc.

08/01/2025

Dennis W. Syrja, P.E.

EOR / Principal, Site/Civil Engineering

Date of Issuance: Effective Date:

EARTHWORK, PAVING, STORM, SANITARY & WATER INSTALLATIONS, DIRECTIONAL BORING, SITE WORK LICENSE # CG C008435 LICENSE # CU C056873

May 10, 2025

Attn: George Isiminger, P.E

Senior Director, Engineering & Construction Manatee County Port Authority

300 Tampa Bay Way, Suite 1

Palmetto, FL 34221

CHANGE ORDER

Via Email

CONTRACT AGREEMENT #: PA006053 CHANGE ORDER NUMBER: One

DESCRIPTION:

The plans and specifications called FDOT Precast Drainage Structures that are typical for AASHTO H-20 structural load ratings. However, during the submittal process, it was decided that the ring and cover components for the Port of Manatee Storage Initiative Facility Phase 1 – Cargo Pad project needed to meet airport-rated specifications. As a result, the (2) 1207ZPT Assembly (Airport Extra Heavy Duty) were used instead of the originally specified (2) USF 170 Ring & Cover. Below is a breakdown of the costs associated with the required material changes.

SPECTRUM UNDERGROUND, INC. MANATEE COUNTY PORT AUTHORITY

SIGNATURE SIGNATURE

Harlan R. Sunquist, Jr., President George Isiminger, P.E.

PRINT NAME PRINT NAME

03/10/2025

DATE DATE

5802 Bee Ridge Rd., Suite #101, Sarasota, Florida 34233

Phone: (941) 342-6708 e-mail: estimating@spectrumunderground.com Fax: (941) 34 6710

FDOT's Standard Plans Index 425-010 does not explicitly state the load ratings, the structures are generally designed to accommodate standard vehicular loads consistent with AASHTO H-20 or HS-20 loading criteria. ASTM C478 covers the structural requirements for precast reinforced concrete manhole sections. ASTM C478 Structural specs are for concrete manholes only; not sufficient for aircraft loads therefore an aircraft rated lid and frame was not anticipated for the precast drainage structures since the structures themselves are not aircraft rated.

The specifications for the POM Storage Initiative project did not include any details for the precast drainage structures or any requirement for an airport-rated lid and frame.

APPROVED

Project #:

Date: 1/3/2024

Accela #: PLN2311-0076

PUBLIC WORKS

Issuance

Date By

STORAGE INITIATIVE PHASE 1 - CARGO PAD MANATEE COUNTY PORT AUTHORITY

300 S Dock St

Palmetto, FL 34221

This material is owned by and is the sole and exclusive property of the SeaPort Manatee, Manatee County Port Authority, and is supplied on a

NOTE:

THIS DRAWING MAY BE A REDUCED SCALE PRINT OF THE ORIGINAL DRAWING. UTILIZE GRAPHIC SCALES TO VERIFY IF DRAWING IS A REDUCTION, AND ADJUST SCALES ACCORDINGLY TO THE GRAPHIC

DESIGNED JW DRAWN

JW

CHECKED

APPROVAL RECOMMENDED

AUTHORITY PROJECT MANAGER

APPROVED

PAVING GRADING & DRAINAGE DETAILS (2)

SHEET 14 OF DRAWING NO. REV.

C-602 0

confidential basis solely for use in connection with the design and construction of SeaPort Manatee facilities and equipment. The reproduction, display, sale or other disposition of this document without the express written consent of the SeaPort Manatee, Manatee County Port Authority, is prohibited.

SCALES SHOWN. DS

AUTHORITY MANAGER OF ENGINEERING/DESIGN

DATE:

11/14/2023

7ZPT 2

(4) 1/2-13

HEX SS CAP SCREW WITH 1 /2" ZINC WSHRS

(4) 1 1/8" DIA.

BOSSES

T bly

DIA.

(4) 7/8" HOLES

SLOTS (EQUALLY SPACED)

2) CLOSED PICKHOLES

1 1/2"

a

BJ

roduc Number

00120734B01

s· n Featu

-Materials Frame

Gray Iron (CL35B) Cover

Ductile Iron (80-55-06)

32 1/2"

PLAN VIEW

1 1/2"SHARP FACE GOTHIC

(2) 3/4"-13 D&T LIFTING HOLES

-Load Rating

Airport Exira Heavy Duty

-Open Area n/a

-Coa in;;

Undipped

-✓Designates Machined Surface

c rtificatiran

25 3/4" DIAi

COVER SECTION

i- 26"DIA-J

t

8"

r 1 5/16"

Ii--

24 1/s"-ll

1 3/8"

-ASTM A48

-ASTM A536

-Country of Origin: USA

Ma}i)rCQmpo n

00120713

00120734

Ora fng Revision 4/17/2010 Designer: DEF 8/10/2023 Revised By: DAE

Disclaimer

Weigh:s (lbs.Ike) dimensions (inches/mm)

I

_t tL......L...L..1 1�

24DIA "_j

28 9/16" DIA_j

36" DIA------

FRAME SECTION

and drawings provided for your gliidance. We reserve !he right to mocify specilicaiions without prior notice,

CONFIDENTIAL: This drawing is the property

of EJ GROUP, Inc., andembodies confidential Information, registered marks, palents, trade secret informaUon,

and/or know how that is the property of EJ GROUP. Inc. Copyrlght©2012 EJ GROUP, Inc,

All rights reserved.

Contact

800 626 4653

ejco.com

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Atlantic TNG, LLC

Fax (941) 351-3765

PO Box 729 Sarasota, FL 34230

Invoice

!'FH·c,.

111 612025 I 1 58804

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1207 8" TallBolted Manhole Assembly Storm, Extra Heavy Duty Airport

1,538.00

3,076.00T

;.Hf.IDl (j�

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1/16/2025

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To:

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Date:

Atl�dunents:

s.ahi P'M>.i.

J.la..llil<llft

O!fklloa WJneoamer�

RE: Specb'umu�. Inc4 PMd Manatee Tlll.l'Sday, Febrtiary l7, 2025!0:2fi!OOAM maoe<X».POQ,

in:a'.leQQ5 000   

frrtl)e9Q5 000

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Thank you so much!

Sarahi Pe,cz.

Prcjt,;.t Min•ger

SPSCIR'MUNPUQOiNO, INC

:r\·. .r<l,'(rQ),"TA,IIQQII'

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horn:LiaDitcher <lditcher@atlantictng.com> Sent: Thursday, February 27, 2025 10,25 AM

To: Sarahi Perez<sperez@spectrumunderground.com>

Cc:Olristina Winegarner <cwinegarner@atlantictng.com>; Lori Jones <ljones@atlantictng.com> Subjec,t: RE:Spectrum Underground, fnc - Portof Manatee

Goodmorning Sarahi.

The 2024 price for the 170-E rings & covers that the project wasquotedwith was $313. If thereis anything further thatyou need on this. please let meknow.

Thank you,

A DITCHER

ONTRO

� FFICE: g2{f_35!>2988

Tohelp prevent cyber fraud.our organiution doesnot inch1de wire transfer inform..uion on our invoices or emaib. TO niakea wire payment., ple�e c.all us directlyso \'le canprovide our bankinginfonnatiott. Additionally, any request for electronic payments, or modifi.CAtioru/changes to yow-curwnt payment methodshould be confirmed bycontacting otu· organization at a kno\m contact number; not rite number provided \.,;tlun the email, unJess theyare the salllc.

‌August 19, 2025

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 - August 19, 2025

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

Delay in updating property records.

LEGAL REVIEW: N/A

RECOMMENDATION:

Remove assets as listed on the attached Asset Deletion – August 19, 2025, from the Fixed Assets Listing.

Asset Deletion - August 19, 2025

‌August 19, 2025

AGENDA ITEM 4.: RESOLUTION FOR THE FISCAL YEAR 2025-2026

MANATEE COUNTY PORT AUTHORITY BUDGET

BACKGROUND:

Port staff has prepared a proposed budget of revenues and expenses for Fiscal Year 2025-2026.

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

ATTACHMENT:

Resolution PA-25-22 with attached Manatee County Port Authority Operating Budget for Fiscal Year 2025-2026.

COST AND FUNDING SOURCE:

Port revenues

CONSEQUENCES IF DEFERRED:

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

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to adopt Budget Resolution PA-25-22.

RESOLUTION PA-25-22

RESOLUTION ADOPTING THE 2025-2026 MANATEE COUNTY PORT AUTHORITY BUDGET

WHEREAS, the Manatee County Port Authority has considered the anticipated revenues and expenses of said Port Authority for the period beginning October 1, 2025, and ending September 30, 2026, and

WHEREAS, it is necessary, expedient and to the best interests of said Port Authority to adopt a budget for the 2025-2026 fiscal year.

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

1. The Manatee County Port Authority budget for the period beginning October 1, 2025, and ending September 30, 2026, in the amount of $36,522,063 set forth in the pages attached hereto and made a part is hereby adopted.

   
   

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

ADOPTED with a quorum present and voting this the 19th day of August, 2025.

ATTEST: ANGELINA COLONNESO MANATEE COUNTY PORT AUTHORITY

Clerk of Circuit Court

By:

Chairman

17%

Total revenue

33%

31,055,005

Total expenses 28,077,866 21,356,600

RESERVES 9,698,405

$ -

Total revenue 36,522,063 31,055,004

Total o

Total expenses 32,998,746 26,016,330

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

TTL Operationg Revenues:

MANATEE COUNTY PORT AUTHORITY FISCAL YEAR 2025/26 BUDGET