MANATEE COUNTY PORT AUTHORITY AGENDA

October 17, 2024

9:00 a.m.

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

1. CALL TO ORDER

   
   

2. Public Comments

   
   

3. Consent Agenda

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

   
   

4. 2025 Legislative Priorities

   
   

5. Agreement for Purchase and Sale of Real Property

   
   

6. Executive Director Evaluation Discussion

   
   

7. Executive Director Comments

   
   

8. Commissioner Comments

   
   

9. Adjourn

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

Kevin Van Ostenbridge, Chairman;

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

District One - vacant

‌October 17, 2024

1. CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes – August 27, 2024

      
      

   3. Budget Resolution – FY 2025

      
      

   4. Public Transportation Grant Agreement - Intermodal Container Yard Phase 3

      
      

   5. Public Transportation Grant Agreement – Berth Rehab

      
      

   6. Insurance Renewals 2024-2025

      
      

   7. Ratify & Affirm Emergency Services for Analysis of Berth 6

      
      

   8. Berth 6 Concrete Repair Change Order No. 2

      
      

   9. Purchase of Evaporators

      
      

   10. Superior Asphalt Paving Award Approval

       
       

   11. Budget Resolution – FY 2024

       
       

   12. Notice of Port Authority Meetings Schedule

       
       

   13. SeaPort Manatee and World Direct Shipping, LLC Lease

       
       

   14. Other Cranes Operating Agreement

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 2,284,607.73

‌MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

COUNTY ADMINISTRATION CENTER, HONORABLE PATRICIA M. GLASS CHAMBERS

1112 Manatee Avenue West Bradenton, Florida August 27, 2024

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

Present were:

Kevin Van Ostenbridge, Chairman, (Entered during meeting) Jason Bearden, First Vice-Chairman

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

Mike Rahn District 1 seat is vacant.

Also present were:

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

Vicki Ayles, Deputy Director, Clerk of the Circuit Court Hannah Bishop, Deputy Clerk, Clerk of the Circuit Court

1. First Vice-Chairman Bearden called the meeting to order at 9:02 a.m.

   
   

   AGENDA PA20240827DOC001

2. PUBLIC COMMENTS

   There being no public comments, First Vice-Chairman Bearden closed public comments.

   CONSENT AGENDA PA20240827DOC002

3. A motion was made by Member Turner, seconded by Member Rahn, and carried 5 to 0, with Chairman Van Ostenbridge absent, to approve the Consent Agenda, incorporating the language as stated in the recommended motions on the cover sheets for the Consent Agenda.

   
   

   1. WARRANT LIST

      Accepted Warrant Listing from July 17, 2024, to August 19, 2024 PA20240827DOC003

   2. MINUTES

      Approved the Minutes of July 30, 2024

   3. BUDGET AMENDMENT

      Adopted Budget Resolution PA-24-21 PA20240827DOC004

   4. DELETION OF PORT ASSETS

      Removed assets as listed on the attached Asset Deletion – August 27, 2024, from the Fixed Assets Listing PA20240827DOC005

   5. U.S. CUSTOMS PROJECT ACKNOWLEDGMENT

      Approved the execution by Carlos Buqueras, Executive Director, of a Project Requirements Understanding/Acknowledgment – SeaPort Manatee Container Yard and Radiological and Nuclear Detection Equipment Project provided by U.S. Customs and Border Protection PA20240827DOC006

   6. FRONTIER LEASE EXTENSION

      Approved and authorized the Chairman to execute the Notice of Rent Modification to Lease Agreement letter from Frontier Florida LLC PA20240827DOC007

   7. CARGO PAD CONTRACT AWARD CORRECTION

      Ratified the contract between the Manatee County Port Authority and Spectrum Underground, Inc. in the amount of $2,594,856.45, for a cargo handling pad

      August 27, 2024 (Continued)

      
      

      Carlos Buqueras, Executive Director, introduced Spectrum Underground Inc, and provided a brief description of the contract. PA20240827DOC008

      (End Consent Agenda)

      
      

      (Enter Chairman Van Ostenbridge, presiding)

4. PORT AUTHORITY BUDGET

Denise Stufflebeam, Chief Financial Officer, utilized a slide presentation to review the Fiscal Year (FY) 2024-2023 budget summary and the 2025 Operating Revenues.

Abby Lindecamp, Deputy Director of Business Administration and Finance, and Dan Fitz- Patrick, Director of Planning and Projects, continued the slides to share a brief description of the budget, the 2024-2025 Master Plan, and the Capital Improvement Plan (CIP).

Carlos Buqueras, Executive Director, reviewed the net earnings for the Port.

Discussion ensued regarding the $3 million revenues being a reimbursement to the Port.

A motion was made by Member Turner, seconded by Member Ballard, and carried 6 to 0, to adopt Budget Resolution PA-24-20.

PA20240827DOC009

EXECUTIVE DIRECTOR COMMENTS

There were no Executive Director comments.

AUTHORITY MEMBER COMMENTS

There were no Member comments.

ADJOURN

There being no further business, Chairman Van Ostenbridge adjourned the meeting at 9:18 a.m.

Minutes Approved:                   

‌October 17, 2024

CONSENT

AGENDA ITEM 3.C: BUDGET RESOLUTION – FY 2025

BACKGROUND:

This resolution budgets the following:

1. $4,295,300 for the Florida Department of Transportation (FDOT) Public Transportation Grant Agreement (PTGA) for the Intermodal Container Yard Phase III project funded 50% FDOT in the amount of $2,147,650 and 50% Port cash of $2,147,650

2. $21,666,667 for the Florida Department of Transportation (FDOT) Public Transportation Grant Agreement (PTGA) for an increase to the Berth 4 Improvements project funded 75% FDOT in the amount of $16,250,000 and 25% Port cash of $5,416,667.

3. $36,799 for the Florida Department of Transportation (FDOT) Public Transportation Grant Agreement (PTGA) for the Security Docking Platform project funded 75% FDOT in the amount of $27,599 and 25% Port cash of $9,200, and additional project costs of $24,741 Port cash.

4. $548,000 for the purchase and installation of 30 replacement evaporator units in cold storage warehouse 8.

5. $515,000 for the rehab and upgrade of various roadways throughout the port to include mobilization, milling, base repair, and resurfacing with new asphalt funded by Port cash.

6. $250,000 of Port cash for a deposit for the purchase of real property in the vicinity of SeaPort Manatee for the future expansion of seaport facilities.

ATTACHMENT:

Budget Resolution PA-25-01

COST AND FUNDING SOURCE:

Budgets $18,425,249 FDOT funding, $8,911,258 Port.

CONSEQUENCES IF DEFERRED:

Delay in budget allocations.

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to adopt Budget Resolution PA-25-01.

RESOLUTION PA-25-01 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 the 17th day of October 2024.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:                                   

1. Fund: FDOT – 50%

   Port Cash – 50%

   
   

   Section: Intermodal Container Yard Expansion Phase III

   
   

   Description: Budgets $4,295,300 for additional grant funding for the Intermodal Container Yard Phase III project.

   
   

   Batch ID: BAAL100824A Reference: BU24000766

   
   

2. Fund: FDOT – 75%

   Port Cash – 25%

   
   

   Section: Berth 4 Improvements

   
   

   Description: Budgets $21,666,667 for additional grant funding for the Berth 4 Improvements project.

   
   

   Batch ID: BAA100824A Reference: BU24000767

   
   

3. Fund: FDOT – 75%

   Port Cash – 25%

   Additional Port Cash of $24,741 Section: Security Docking Platform

   Description: Budgets $27,599 for grant funding and Port cash of $33,941 for a Security Docking Platform for quick response vessels.

   
   

   Batch ID: BAAL100824A Reference: BU24000768

   
   

4. Fund: Port Cash Section: Warehouse 8

   Description: Budgets $548,000 for the purchase of 30 custom made evaporator units to be replaced in warehouse 8.

   Batch ID: BAAL100824A Reference: BU24000769

   
   

5. Fund: Port Cash

   
   

   Section: Rehab and Upgrade of Roads

   
   

   Description: Budgets $515,000 for mobilization, milling, base repair and resurfacing of various roadways.

   
   

   Batch ID: BAAL100824A Reference: BU24000783

   
   

6. Fund: Port Cash

   
   

   Section: Port Administration

   
   

   Description: Budgets $250,000 for a deposit for the acquisition of real property that will be beneficial for the future expansion of SeaPort Manatee.

   
   

   Batch ID: BAAL100824A Reference: BU25000033

   ‌October 17, 2024

   
   

   CONSENT

   AGENDA ITEM 3.D: PUBLIC TRANSPORTATION GRANT

   AGREEMENT – INTERMODAL CONTAINER YARD PHASE 3

   
   

   BACKGROUND:

   
   

   The Florida Department of Transportation (FDOT) has agreed to participation in the funding of $2,147,650 for the Intermodal Container Yard Phase 3 which will expand the container yard an additional 16.56 acres and has provided the attached Public Transportation Grant Agreement (PTGA). As a condition of the grant, the Port is obligated to contribute 50% (or $2,147,650), bringing the total project costs to $4,295,300. To enter into the agreement, FDOT requires that the Port Authority adopt a resolution specifically approving the PTGA and authorizing the execution of the PTGA on behalf of the Port Authority by specifically designated officials.

   
   

   ATTACHMENT:

   
   

   Resolution PA-24-22 and the State of Florida Department of Transportation Public Transportation Grant Agreement

   
   

   COST AND FUNDING SOURCE:

   
   

   FDOT funding of $2,147,650 and $2,147,650 Port

   
   

   CONSEQUENCES IF DEFERRED:

   Delay in execution of the PTGA

   LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

   
   

   Move to adopt Resolution PA-24-22 authorizing the execution of the Public Transportation Grant Agreement with the Florida Department of Transportation for the Intermodal Container Yard Phase 3 project.

   Financial Project Number

   444251-1-94-03

   Contract Number G3199

   
   

   PA-24-22

   
   

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

   
   

   WHEREAS, the State of Florida Department of Transportation (Department) has offered to enter into a Public Transportation Grant Agreement with the Manatee County Port Authority (Port Authority) to provide Department participation in the intermodal container yard phase 3 project, and

   
   

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

   
   

   NOW THEREFORE BE IT RESOLVED by the Manatee County Port Authority

   that:

   
   

   1. The State of Florida Department of Transportation Public Transportation Grant Agreement, identified as State Grant Number G3199 wherein the Department agrees to a maximum participation in the amount of $2,147,650 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 17th day of October, 2024. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT

CLERK OF CIRCUIT COURT AUTHORITY

By:                           

Chairman

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000-01 STRATEGIC DEVELOPMENT

OGC 07/22

CFDA Title:

CSFA Number: CSFA Title:

N/A

55.014

lntermodal Access Development Program

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

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

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

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

   
   

2. Purpose of Agreement. The purpose of this Agreement is to provide for the Department's participation in SeaPort Manatee's Container Yard Initiative Phase 3, 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 Seaports Transit

   X lntermodal

   Rail Crossing Closure

   Match to Direct Federal Funding (Aviation or Transit)

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

   Other

   
   

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

   X Exhibit A: Project Description and Responsibilities

   X Exhibit B: Schedule of Financial Assistance

   *Exhibit B1: Deferred Reimbursement Financial Provisions

   *Exhibit B2: Advance Payment Financial Provisions

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

   X *Exhibit C: Terms and Conditions of Construction

   X Exhibit D: Agency Resolution

   X Exhibit E: Program Specific Terms and Conditions

   X Exhibit F: Contract Payment Requirements

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

   
   

   STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

   PUBLIC TRANSPORTATION GRANT AGREEMENT

   Form 725-000-01 STRATEGIC DEVELOPMENT

   OGC 07/22

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

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

   *Additional Exhibit(s):

   
   

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

   
   

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

   
   

6. Term of Agreement. This Agreement shall commence upon full execution by both Parties ("Effective Date") and continue through April 30, 2029. If the Agency does not complete the Project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the Department prior to the expiration of this Agreement. Expiration of this Agreement will be considered termination of the Project. The cost of any work performed prior to the Effective Date or after the expiration date of this Agreement will not be reimbursed by the Department.

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

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

      
      

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

   
   

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

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

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

      
      

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

      
      

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

      
      

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

      
      

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT

      Form 725-000-01 STRATEGIC DEVELOPMENT

      OGC 07/22

      
      

9. Project Cost:

   
   

   1. The estimated total cost of the Project is $4,295,300. 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

      $2,147,650 and, the Department's participation in the Project shall not exceed 50.00% of the total eligible cost of the Project and as more fully described in Exhibit "B", Schedule of Financial Assistance. The Agency agrees to bear all expenses in excess of the amount of the Department's participation and any cost overruns or deficits involved.

      
      

10. Compensation and Payment:

    
    

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

       
       

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

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

       
       

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

       
       

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

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

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

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

       
       

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

       
       

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

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

       
       

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

       
       

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

       
       

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

       
       

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

        
        

        STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

        PUBLIC TRANSPORTATION GRANT AGREEMENT

        Form 725-000-01 STRATEGIC DEVELOPMENT

        OGC 07/22

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

        
        

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

        
        

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

           
           

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

              
              

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

              
              

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

              
              

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

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

           
           

           STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

           PUBLIC TRANSPORTATION GRANT AGREEMENT

           Form 725-000-01 STRATEGIC DEVELOPMENT

           OGC 07/22

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

           
           

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

    
    

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

       
       

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

       
       

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

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

          
          

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

          
          

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

       
       

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

       
       

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

          
          

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

          
          

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

          
          

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

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

       
       

12. Contracts of the Agency:

    
    

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

       
       

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

       
       

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

       
       

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

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

       
       

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

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

       
       

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

       
       

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

          
          

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

          
          

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

          
          

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

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

       
       

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

          
          

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

          
          

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

    
    

    Federal Funded:

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

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

       
       

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

       
       

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

          
          

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

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

          
          

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

          
          

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Form 725-000-01 STRATEGIC DEVELOPMENT

          OGC 07/22

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

          
          

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

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

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

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

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

          6. Take other remedies that may be legally available.

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

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

          605 Suwannee Street

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

          
          

          State Funded:

          
          

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

             
             

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

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

                
                

                STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                PUBLIC TRANSPORTATION GRANT AGREEMENT

                Form 725-000-01 STRATEGIC DEVELOPMENT

                OGC 07/22

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

                
                

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

                
                

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

                
                

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

                
                

                Florida Department of Transportation Office of Comptroller, MS 24

                605 Suwannee Street

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

                
                

                And

                
                

                State of Florida Auditor General Local Government Audits/342

                111 West Madison Street, Room 401

                Tallahassee, FL 32399-1450

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

                
                

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

                
                

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

                
                

                STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                PUBLIC TRANSPORTATION GRANT AGREEMENT

                Form 725-000-01 STRATEGIC DEVELOPMENT

                OGC 07/22

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

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

                
                

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

          
          

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

       
       

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

    
    

17. Restrictions, Prohibitions, Controls and Labor Provisions:

    
    

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

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

       
       

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

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

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

       
       

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

       
       

    7. E-Verify. The Agency shall:

       
       

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

          
          

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

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

       
       

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

       
       

18. Indemnification and Insurance:

    
    

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

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

       
       

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

       
       

       This indemnification shall survive the termination of this Agreement."

       
       

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

       
       

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

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

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

       
       

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

       
       

19. Miscellaneous:

    
    

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

       
       

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

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

       
       

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

       
       

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

       
       

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

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

       
       

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

       
       

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

       
       

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

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

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

AGENCY Manatee County Port Authority

By:                             

Name:

Title:                           

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

By:

Name: Nicole Mills, P.E.

Title: Director of Transportation Development

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

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

Legal Review:

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT A

Project Description and Responsibilities

1. Project Description (description of Agency's project to provide context, description of project components funded via this Agreement (if not the entire project)): This Agreement provides for the Department's financial participation in environmental, design, and construction of Phase 3 of Seaport Manatee's container yard development initiative. The Project includes four major components: (1) Design and construct approximately 16.56 acres of container yard; (2) design and install electrical systems for the shore power of Mobile Harbor Cranes; (3) design and construct new access road to improve access and internal flow; and (4) design and construct foundations and utilities for the future placement of Radiation Portal Monitors. Initial work will include mitigation, design and permitting work. State funds allocated to the Project will be used to leverage federal and local funding.

   
   

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

   
   

3. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): asphalt paving activities; backfilling; back-up power system components; base and sub-base materials; bollards (i.e., equipment protection); cable protection systems; compaction; concrete; conductors; conduit; construction inspection services; construction management services; construction services; culverts; delivery fees; demobilization; demolition; drainage systems; earthwork; electrical system components; engineering services; fencing; fire protection system components; form work; gate arm components and systems; geotechnical services; grading and site work; ground covering; guardrails; horizontal boring; installation and testing; lighting system components; mitigation (e.g., wetlands or mangrove credits); mobilization; operator parking areas; pedestals; permitting; plan development (e.g., 30/60/90/100% and as-builts); poles, towers and brackets (e.g., cameras, lights); precast concrete; preconstruction engineering and design; rebar installation; receptacles; signage and wayfinding; slope stabilization; soil management work (e.g., surcharging); steel; stormwater system components; stormwater management and mitigation (e.g., 311.106, F.S.); striping of yards, parking areas and roadways; relocating electric utilities; roadway or storage areas; structural base material; structural components; surveying; telecommunications (e.g., optical fiber runs); temporary structures; traffic lights; transformers; trenching; underlying subgrade materials and systems; and, utilities (e.g., potable water, sewer).

4. Deliverable(s):

   
   

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

   
   

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

   
   

6. Transit Operating Grant Requirements (Transit Only):

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

Docusign Envelope ID: ED7DCFD6-4E44-4CA2-83FE-8872ED63DC84

Component (2) Crane electrification

' ttN 'I

. l t ..r

..I

'·

Component (4) Foundations for Radiation Portal Monitors (RPMs)

South Port Container Yard and Electrification Project - Phase 3

SEAPaRT

Manatee

The right tum on Tampa Bay

f,,,Jay 2022

Page 18 of 29

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT B

Schedule of Financial Assistance

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

1. Fund Type and Fiscal Year:

   
   

   Financial Management Number	Fund Type	FLAIR Category	State Fiscal Year	Object Code	CSFA/ CFDA Number	CSFA/CFDA Title or Funding Source Description	Funding Amount
   444251-1-94-03	DOR	088809	2025	751000	55.014	lntermodal Program	$2,147,650.00
   444251-1-94-03	LF	088809	2025			lntermodal Program	$2,147,650.00
   	Total Financial Assistance						$4,295,300.00

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	$2,147,650.00	$2,147,650.00	$0.00	$4,295,300.00	50.00	50.00	0.00
   Capital Equipment/ Preventative Maintenance	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
   Match to Direct Federal Funding	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
   Mobility Management (Transit Only)	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
   Totals	$2,147,650.00	$2,147,650.00	$0.00	$4,295,300.00

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

   
   

   Scope Code and/or Activity I

   Line Item (ALI) (Transit Only)

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

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

Amanda Tyner, MPA

Signature

08/28/2024 I 8:40 AM EDT

Date

Department Grant Manager Name

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

EXHIBITC

TERMS AND CONDITIONS OF CONSTRUCTION

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

1. Design and Construction Standards and Required Approvals.

   
   

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

      
      

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

      
      

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

      
      

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

      
      

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

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

      
      

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

   
   

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

      
      

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 07/22

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

      
      

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

      
      

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

      
      

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

      
      

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

      
      

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

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

      
      

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 07/22

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

      
      

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

      
      

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

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

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

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

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

             
             

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

             
             

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

             
             

             STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

             PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

             Form 725-000-02 STRATEGIC DEVELOPMENT

             OGC 07/22

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

             
             

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

             
             

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

             
             

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

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

             
             

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

          
          

          Insert District PIO contact info:

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

          
          

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

          
          

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

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

ENGINEER'S CERTIFICATION OF COMPLIANCE

PUBLIC TRANSPORTATION GRANT AGREEMENT BETWEEN

THE STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

and                                       

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

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

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

By:                                                                                                                             I   P.E.

SEAL: Name:                                             Date:                                         

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT D AGENCY RESOLUTION

PLEASE SEE ATTACHED

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 06/19

EXHIBIT E

PROGRAM SPECIFIC TERMS AND CONDITIONS - INTERMODAL ACCESS

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

1. General.

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

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

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

      
      

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

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

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

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

      
      

3. Duration of Terms and Assurances.

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

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

      
      

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

   1. Florida Statutes (F.S.)

   2. Local Government Requirements

      1. Local Zoning/Land Use Ordinance

      2. Local Comprehensive Plan

         
         

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

   1. Federal Requirements

   2. Local Government Requirements

      1. Local Building Codes

      2. Local Zoning Codes

   3. Department Requirements

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

      2. Manual on Uniform Traffic Control Devices

         
         

6. Consistency with Local Government Plans.

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

      
      

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 06/19

      
      

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

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

      
      

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

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

   2. Maintain direct control of Project administration, including:

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

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

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

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

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

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

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

      
      

8. Preserving Rights, Powers and Interest.

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

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

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

      
      

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

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

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

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

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

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

-- End of Exhibit E -

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT F

Contract Payment Requirements

Florida Department of Financial Services, Reference Guide for State Expenditures

Cost Reimbursement Contracts

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

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

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

   
   

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

   
   

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

   
   

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

   
   

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

   
   

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

   
   

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

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

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

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT G

AUDIT REQUIREMENTS FOR AWARDS OF STATE FINANCIAL ASSISTANCE

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

Awarding Agency: State Project Title: CSFA Number:

*Award Amount:

Florida Department of Transportation lntermodal Program

55.014

$2,147,650

*The award amount may change with amendments

Specific project information for CSFA Number 55.014 is provided at: https://apps.fldfs.com/fsaa/searchCatalog.aspx

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

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

for CSFA Number 55.014 are provided at:

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

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

FLORIDA DEPARTMENT OF TRANSPORTATION FUNDS APPROVAL

G3199 8/27/2024

CONTRACT INFORMATION

FUNDS APPROVAL INFORMATION

FUNDS APPROVED/REVIEWED FOR JASON ADANK, CPA, COMPTROLLER ON 8/27/2024

Total Amount: $2,147,650.00

Page1 of 1

Tyner, Amanda

From: Sent: To:

Cc:

Subject:

Melton, Ashley on behalf of D1 WPAUTH Friday, August 23, 2024 7:33 AM

Tyner, Amanda; D1 WPAUTH Simmons, Paul

RE: FPN 444251-1-94-03

Enter into CFM 8/27/2024. Thanks!

Ashley Melton

Federal Aid Program Coordinator District One Program Management Florida Department of Transportation Office: (863) 519-2549

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

Sent: Thursday, August 22, 2024 8:44 AM

To: D1 WPAUTH <Dl.WPAUTH@dot.state.fl.us> Cc: Simmons, Paul <Paul.Simmons@dot.state.fl.us> Subject: FPN 444251-1-94-03

Good morning,

Please authorize the following funds:

FPN:

Fiscal Year: Fund: Program: Amount:

444251-1-94-03

2025

DOR

11

$2,147,650

These funds are associated with the PTGA agreement to support SeaPort Manatee's next phase of container yard improvements.

Thanks,

A VltlCf 1/\,dCf L. Ttj 1/\,er, MPA, MPE

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

(0) 863.519.2913 I (C) 863.991.5020

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

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

‌October 17, 2024

CONSENT

AGENDA ITEM 3.E: PUBLIC TRANSPORTATION GRANT

AGREEMENT – BERTH REHAB

BACKGROUND:

The Florida Department of Transportation (FDOT) has agreed to participation in the funding of $16,250,000 for berth rehabilitation and has provided the attached Public Transportation Grant Agreement (PTGA). As a condition of the grant, the Port is obligated to contribute 25% (or $5,416,667), bringing the total project costs to $21,666,667. To enter into the agreement, FDOT requires that the Port Authority adopt a resolution specifically approving the PTGA and authorizing the execution of the PTGA on behalf of the Port Authority by specifically designated officials.

ATTACHMENT:

Resolution PA-24-23 and the State of Florida Department of Transportation Public Transportation Grant Agreement

COST AND FUNDING SOURCE:

FDOT funding of $16,250,000 and $5,416,667 Port

CONSEQUENCES IF DEFERRED:

Delay in execution of the PTGA

LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

Move to adopt Resolution PA-24-23 authorizing the execution of the Public Transportation Grant Agreement with the Florida Department of Transportation for the berth rehabilitation project.

Financial Project Number

433457-1-94-09

Contract Number G3200

PA-24-23

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

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

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

NOW THEREFORE BE IT RESOLVED by the Manatee County Port Authority

that:

1. The State of Florida Department of Transportation Public Transportation Grant Agreement, identified as State Grant Number G3200 wherein the Department agrees to a maximum participation in the amount of $16,250,000 is approved. The Chairman of the Port Authority, or, in the absence of the Chairman, any Vice Chairman of the Port Authority, is authorized to execute the Public Transportation Agreement on behalf of the Port Authority.

   
   

2. The 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 17th day of October, 2024. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT

CLERK OF CIRCUIT COURT AUTHORITY

By:                           

Chairman

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000-01 STRATEGIC DEVELOPMENT

OGC 07/22

Financial Project Number(s):

(item-segment-phase-sequence)

433457-1-94-09

Fund(s):

Work Activity Code/Function:

PORT, DIS, DPTO, GMR FLAIR Category:

215 Object Code:

088794

751000

Contract Number: CFDA Number: CFDA Title: CSFA Number:

G3200

N/A N/A 55.005

Federal Number/Federal Award Identification Number (FAIN) - Transit only: Federal Award Date:

Agency SAM/UEI Number:

Org. Code: Vendor Number:

55012020129

VF596000727160

CSFA Title: Seaport Grant Program

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

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

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

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

   
   

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

   
   

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

   
   

   Aviation

   X Seaports Transit lntermodal

   Rail Crossing Closure

   Match to Direct Federal Funding (Aviation or Transit)

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

   Other

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

   X Exhibit A: Project Description and Responsibilities

   X Exhibit B: Schedule of Financial Assistance

   *Exhibit B1: Deferred Reimbursement Financial Provisions

   *Exhibit B2: Advance Payment Financial Provisions

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

   X *Exhibit C: Terms and Conditions of Construction

   X Exhibit D: Agency Resolution

   X Exhibit E: Program Specific Terms and Conditions

   X Exhibit F: Contract Payment Requirements

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

   
   

   STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

   PUBLIC TRANSPORTATION GRANT AGREEMENT

   Form 725-000-01 STRATEGIC DEVELOPMENT

   OGC 07/22

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

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

   *Additional Exhibit(s):

   
   

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

   
   

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

   
   

6. Term of Agreement. This Agreement shall commence upon full execution by both Parties ("Effective Date") and continue through April 30, 2029. If the Agency does not complete the Project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the Department prior to the expiration of this Agreement. Expiration of this Agreement will be considered termination of the Project. The cost of any work performed prior to the Effective Date or after the expiration date of this Agreement will not be reimbursed by the Department.

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

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

      
      

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

   
   

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

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

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

      
      

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

      
      

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

      
      

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

      
      

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT

      Form 725-000-01 STRATEGIC DEVELOPMENT

      OGC 07/22

      
      

9. Project Cost:

   
   

   1. The estimated total cost of the Project is  $21,666,667. 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

      $16,250,000 and, the Department's participation in the Project shall not exceed 75.00% of the total eligible cost of the Project and as more fully described in Exhibit "B", Schedule of Financial Assistance. The Agency agrees to bear all expenses in excess of the amount of the Department's participation and any cost overruns or deficits involved.

      
      

10. Compensation and Payment:

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

       
       

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

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

       
       

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

       
       

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

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

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

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

       
       

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

       
       

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

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

       
       

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

       
       

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

       
       

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

       
       

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

        
        

        STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

        PUBLIC TRANSPORTATION GRANT AGREEMENT

        Form 725-000-01 STRATEGIC DEVELOPMENT

        OGC 07/22

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

        
        

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

        
        

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

           
           

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

              
              

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

              
              

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

              
              

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

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

           
           

           STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

           PUBLIC TRANSPORTATION GRANT AGREEMENT

           Form 725-000-01 STRATEGIC DEVELOPMENT

           OGC 07/22

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

           
           

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

    
    

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

       
       

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

       
       

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

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

          
          

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

          
          

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

       
       

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

       
       

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

          
          

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

          
          

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

          
          

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

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

       
       

12. Contracts of the Agency:

    
    

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

       
       

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

       
       

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

       
       

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

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

       
       

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

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

       
       

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

       
       

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

          
          

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

          
          

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

          
          

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

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

       
       

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

          
          

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

          
          

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

    
    

    Federal Funded:

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

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

       
       

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

       
       

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

          
          

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

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

          
          

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

          
          

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Form 725-000-01 STRATEGIC DEVELOPMENT

          OGC 07/22

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

          
          

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

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

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

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

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

          6. Take other remedies that may be legally available.

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

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

          605 Suwannee Street

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

          
          

          State Funded:

          
          

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

             
             

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

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

                
                

                STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                PUBLIC TRANSPORTATION GRANT AGREEMENT

                Form 725-000-01 STRATEGIC DEVELOPMENT

                OGC 07/22

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

                
                

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

                
                

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

                
                

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

                
                

                Florida Department of Transportation Office of Comptroller, MS 24

                605 Suwannee Street

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

                
                

                And

                
                

                State of Florida Auditor General Local Government Audits/342

                111 West Madison Street, Room 401

                Tallahassee, FL 32399-1450

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

                
                

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

                
                

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

                
                

                STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                PUBLIC TRANSPORTATION GRANT AGREEMENT

                Form 725-000-01 STRATEGIC DEVELOPMENT

                OGC 07/22

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

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

                
                

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

          
          

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

       
       

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

    
    

17. Restrictions, Prohibitions, Controls and Labor Provisions:

    
    

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

       
       

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

       
       

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

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

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

       
       

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

       
       

    7. E-Verify. The Agency shall:

       
       

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

          
          

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

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

       
       

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

       
       

18. Indemnification and Insurance:

    
    

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

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

       
       

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

       
       

       This indemnification shall survive the termination of this Agreement."

       
       

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

       
       

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

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

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

       
       

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

       
       

19. Miscellaneous:

    
    

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

       
       

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

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

       
       

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

       
       

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

       
       

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

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

       
       

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

       
       

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

       
       

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

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

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

AGENCY Manatee County Port Authority

By:                                       Name:

Title:                           

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

By:

Name: Nicole Mills, P.E.

Title: Director of Transportation Development

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

Legal Review:

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

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT A

Project Description and Responsibilities

1. Project Description (description of Agency's project to provide context, description of project components funded via this Agreement (if not the entire project)): This project provides for the Department's participation in SeaPort Manatee's berth rehabilitation and reconstruction initiative for berths 4-14. Berths 4 & 5: design and rehab to restore full capacity of Berth 4 and Berth 5 and provide enough capacity to take other berths out of service for rehab. Berth 7: design, rehab, and add fuel pits and fuel lines at Berth 7 to shift fuel operations from Berth 10 to Berth 7. Currently, when a small vessel is docked at Berth 10, docking a vessel at Berth 9 requires part of the vessel to be parked in the southern portion of Berth 8, reducing the size of vessels that can be simultaneously parked at Berth 8. Berth 10: design and rehab to extend the berth by approximately 412 feet to join the new berth 11 alignment. The subsequent lengthening of Berth 10 during rehabilitation will create additional capacity at Berth 8. Berth 11: design and rehab to straighten the angle of the berth and create a linear continuous wharf, increasing the capacity and flexibility of using berths 11, 12 and 14.

   
   

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

   
   

3. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): This Project includes the environmental work, design work, and construction work required to complete the Berth development activities described in the Project Description, including: aids to navigation; apron improvements; asphalt paving activities; benthic studies; berthing area widening and deepening; bulkhead caps; cap faces repair or installation; cable protection systems; cap soffits repair or installation; cast in place concrete; cathodic protection; compaction; concrete; concrete beams; concrete caps; construction; construction inspection services; construction management services; construction services; consulting services; contractor stand­ by; cost estimates; crack repairs; crane rail repair or installation; deck ballast; demobilization; demolition; electrical components and systems; engineering services; environmental assessments; fasteners and connectors; fenders and bollards; form work; geotechnical services; historical resource studies; installation and testing; lighting systems; mitigation assessments; mobilization; painting; panel soffits repair or installation; permitting; pilings; plan development (e.g., 30 / 60 / 90 / 100 % and as-builts); precast concrete; preconstruction engineering and design; procurement costs; rebar repair or installation; reconstruction of underdeck concrete; seagrass studies; sheet piling; shore and slope protection; sidewalk and walkway systems; signage and way finding; steel; stormwater management; striping of roadway or storage areas; structural components; surveying; temporary structures; tie-back systems; turning basin widening and deepening; utilities; and, water quality protection structures.

   
   

4. Deliverable(s):

   
   

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

   
   

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

   
   

6. Transit Operating Grant Requirements (Transit Only):

   
   

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

   Docusign Envelope ID: 0798C776-9137-4217-BD1F-55CE8E7D7FB5

   
   

   Project Location

   
   

   
   

   Page 18of31

   
   

   STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

   PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

   Form 725-000-02 STRATEGIC DEVELOPMENT

   OGC 07/22

   
   

   EXHIBIT B

   
   

   Schedule of Financial Assistance

   
   

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

   
   

   1. Fund Type and Fiscal Year:

      
      

      
      

      Financial Management Number	Fund Type	FLAIR Category	State Fiscal Year	Object Code	CSFA/ CFDA Number	CSFA/CFDA Title or Funding Source Description	Funding Amount
      433457-1-94-09	DIS	088794	2025	751000	55.005	Seaport Grant Program	$1,894,916.00
      433457-1-94-09	DPTO	088794	2025	751000	55.005	Seaport Grant Program	$11,260,000.00
      433457-1-94-09	GMR	088794	2025	751000	55.005	Seaport Grant Program	$95,084.00
      433457-1-94-09	PORT	088794	2025	751000	55.005	Seaport Grant Program	$3,000,000.00
      433457-1-94-09	LF	088794	2025			Local Matching Funds	$5,416,667.00
      	Total Financial Assistance						$21,666,667.oo

      I

      
      

   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	$16,250,000.0 0	$5,416,667.00	$0.00	$21,666,667.0 0	75.00	25.00	0.00
      Capital Equipment/ Preventative Maintenance	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Match to Direct Federal Funding	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Mobility Management (Transit Only)	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Totals	$16,250,000.0 0	$5,416,667.00	$0.00	$21,666,667.0 0

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

      
      

      Scope Code and/or Activity I

      Line Item (ALI) (Transit Only)

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

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

Amanda Tyner, MPA

Department Grant Manager Name

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

Signature

08/28/2024 I 1:24 PM EDT

Date

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

EXHIBITC

TERMS AND CONDITIONS OF CONSTRUCTION

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

1. Design and Construction Standards and Required Approvals.

   
   

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

      
      

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

      
      

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

      
      

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

      
      

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

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

      
      

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

   
   

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

      
      

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 07/22

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

      
      

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

      
      

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

      
      

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

      
      

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

      
      

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

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

      
      

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 07/22

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

      
      

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

      
      

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

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

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

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

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

             
             

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

             
             

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

             
             

             STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

             PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

             Form 725-000-02 STRATEGIC DEVELOPMENT

             OGC 07/22

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

             
             

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

             
             

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

             
             

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

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

             
             

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

          
          

          Insert District PIO contact info:

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

          
          

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

          
          

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

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

ENGINEER'S CERTIFICATION OF COMPLIANCE

PUBLIC TRANSPORTATION GRANT AGREEMENT BETWEEN

THE STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

and                                       

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

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

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

By:                                                                                                                             I    P.E.

SEAL: Name:                                             Date:                               

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT D AGENCY RESOLUTION

PLEASE SEE ATTACHED

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT E

PROGRAM SPECIFIC TERMS AND CONDITIONS - SEAPORTS

1. General.

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

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

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

      
      

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

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

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

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

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

      
      

3. Duration of Terms and Assurances.

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

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

      
      

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

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

   2. Local Government Requirements

      1. Local Zoning/Land Use Ordinance

      2. Local Comprehensive Plan

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

   1. Federal Requirements

   2. Local Government Requirements

      1. Local Building Codes

      2. Local Zoning Codes

   3. Department Requirements

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

      2. Manual on Uniform Traffic Control Devices

6. Consistency with Local Government Plans.

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

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

      
      

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 07/22

      
      

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

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

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

   2. Maintain direct control of Project administration, including:

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

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

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

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

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

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

8. Preserving Rights, Powers and Interest.

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

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

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

      
      

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

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

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

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

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

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

      
      

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

    
    

    STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

    PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

    Form 725-000-02 STRATEGIC DEVELOPMENT

    OGC 07/22

    
    

11. Federal Navigation Projects

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

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

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

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

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

-- End of Exhibit E --

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT F

Contract Payment Requirements

Florida Department of Financial Services, Reference Guide for State Expenditures

Cost Reimbursement Contracts

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

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

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

   
   

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

   
   

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

   
   

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

   
   

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

   
   

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

   
   

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

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

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

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 07/22

EXHIBIT G

AUDIT REQUIREMENTS FOR AWARDS OF STATE FINANCIAL ASSISTANCE

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

Awarding Agency: State Project Title: CSFA Number:

*Award Amount:

Florida Department of Transportation Seaport Grant Program

55.005

$16,250,000

*The award amount may change with amendments

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

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

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

for CSFA Number are provided at:

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

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

FLORIDA DEPARTMENT OF TRANSPORTATION FUNDS APPROVAL

G3200 8/27/2024

CONTRACT INFORMATION

FUNDS APPROVAL INFORMATION

FUNDS APPROVED/REVIEWED FOR JASON ADANK, CPA, COMPTROLLER ON 8/27/2024

Total Amount: $16,250,000.00

Page1 of 1

Tyner, Amanda

From: Sent: To: Subject:

Melton, Ashley on behalf of D1 WPAUTH Friday, August 23, 2024 7:33 AM

Tyner, Amanda; D1 WPAUTH RE: FPN 433457-1-94-09

Enter into CFM 8/27/2024. Thanks!

Ashley Melton

Federal Aid Program Coordinator District One Program Management Florida Department of Transportation Office: (863) 519-2549

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

Sent: Wednesday, August 21, 2024 1:16 PM

To: D1 WPAUTH <Dl.WPAUTH@dot.state.fl.us>

Subject: FPN 433457-1-94-09

Good afternoon,

Please authorize the following funds:

FPN:

Fiscal Year: Fund: Program: Amount:

FPN:

Fiscal Year: Fund: Program: Amount:

FPN:

Fiscal Year: Fund: Program: Amount:

433457-1-94-09

2025

DIS 76

$1,894,916

433457-1-94-09

2025

DPTO 76

$11,260,000

433457-1-94-09

2025

GMR 76

$95,084

These funds are associated with the PTGA agreement to support SeaPort Manatee's next phase of berth rehabilitation.

Thanks,

AVlttCl 1/\,otCl L. Ttj 1/\,er, MPA, MPE

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

(0) 863.519.2913 I (C) 863.991.5020

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

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

‌October 17, 2024

CONSENT

AGENDA ITEM 3.F.: INSURANCE RENEWALS 2024-2025 BACKGROUND:

Insurance carriers for 2024-2025 remain unchanged. Premium increases are realized and/or estimated.

ATTACHMENT: N/A

COST AND FUNDING SOURCE:

Port Authority Operating Budget for Fiscal Year 2024-25

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 $1,500,000. 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 $33,229, $43,491 and $99,762, respectively

   
   

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

‌October 17, 2024

CONSENT

AGENDA ITEM 3.G: RATIFY & AFFIRM EMERGENCY SERVICES FOR ANALYSIS OF BERTH 6

BACKGROUND:

On July 14, 2023, the Authority approved RS&H, Inc. for inspection of certain berths, design of any repairs, and bidding and construction phase services in the amount of $134,651, with additional design services approved in the amount of $20,082. During project construction, it was discovered that the under deck of berth 6 had numerous structural concerns which were not part of the original scope. Per the Manatee County Port Authority Procurement Policy Chapter V – Emergency Purchases of Services or Goods, emergency purchases of goods or services may be made in the event of a disruption of essential operations. The Executive Director approved PSA 24-04 in the amount of $83,966 to provide a detailed structural analysis of the under deck of berth 6 to determine if construction repair continuation was feasible. FDOT approved the emergency analysis. The new total for RS&H is $238,699.

ATTACHMENT:

PSA No. 24-04

COST AND FUNDING SOURCE:

FDOT funding of $62,974.50 and Port funding of $20,991.50

CONSEQUENCES IF DEFERRED:

Delay in affirming the Executive Director’s approval of PSA 24-04

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to ratify and affirm the Executive Director’s approval of PSA 24-04 in the amount of $83,966 for emergency analysis of Berth 6.

PROFESSIONAL SERVICES AUTHORIZATION (PSA) NO. 24-04

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

RS&H, Inc.,

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

Berth 6 Surface Repair

The professional services and additional terms hereby authorized by the Authority and agreed to by the Consultant are set forth in the attached proposal dated August 29, 2024, for the above entitled project, facility or program. These professional services will be paid through FDOT Grant G1946 & G2710 (“Grant”). The Consultant acknowledges it has received a copy of the Grant and will comply with the Grant’s terms.

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

$83,966.00.

DATED: September 3, 2024

MANATEE COUNTY PORT AUTHORITY CONTRACT MANAGER

George Isiminger

By:                                         Senior Director of Engineering Executive Director and Construction

Grant Contract #: G1946 & G2710

CONSULANT

By:                              

Name, Title: Approved by: Michael S. Dixon, Vice President

If applicable, the Authority has considered and hereby approves this Supplemental Professional Engineering Services Authorization with a quorum present and voting this 8th day of October 2024.

Attest: MANATEE COUNTY PORT AUTHORITY

By: N/A By: N/A

Clerk of the Circuit Court Chairman

REQUEST FOR EMERGENCY PURCHASE

Total Estimated Expenditure:

                 $83,966          

Date Purchase Required:                   3-Sep-24          

erth          6.          

Justification for Emergency Purchase:  If not repaired quickly, there will be more to repair.  

What would be the consequences if this purchase is not handled as an emergency?

The integrity of Berth 6 under deck would worsen and potentially deem the Berth unusable.

What corrective action could be taken to avoid other emergencies like this one?

We could rebuild all under decks of our old docks.

Denise C. Stufflebeam

Approval / Director of Bus Admin

SCOPE OF SERVICES

Engineering Services

For

Berth 6 Concrete Deck Repair – Supplemental Agreement for Additional Design Services Under Deck Structural Analysis and Report

PORT MANATEE

Manatee County, Florida

PROJECT DESCRIPTION

The intent of the overall project is to provide design and construction administration services for repair of the concrete deck at Berth 6. RS&H, Inc. is the CONSULTANT and Manatee County Port Authority is the AUTHORITY as referenced in this scope of services.

SECTION 1 – APPLICABLE STANDARDS

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

• Manatee County applicable codes and standards.

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

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

SECTION 2 – ELECTRONIC FILES

In addition to the number of copies at the submittal phase, the CONSULTANT shall provide electronic files of all drawing, reports and renderings. Drawings will be in AutoCAD electronic file format and will be provided to the AUTHORITY in .PDF format. Reports and other written material shall be prepared in MS Word or MS Excel. Project Management scheduling shall be prepared using MS Project. All electronic files shall be submitted on USB thumb drive and via internet file transfer. The CONSULTANT will import the plan-view information that we produce, such as the Impressed Current Cathodic Protection (ICCP) system layout, as selected by the AUTHORITY, into the AUTHORITY’s CAD base map. The AUTHORITY will provide the CAD base map to the CONSULTANT.

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

SECTION 3 – SCOPE OF PROFESSIONAL SERVICES

The CONSULTANT will perform scope as requested by the AUTHORITY for engineering services under the CONSULTANT continuing contract with the AUTHORITY for the repair of the concrete deck surface of the Berth 6 pile supported marginal wharf. The under deck of Berth 6 has numerous structural concerns that were not part of the original scope of work. This supplemental agreement will provide a detailed inspection, structural analysis, and site visit by a construction inspector during the demolition phase for the top deck repairs.

The various tasks to be performed are described in the following sections.

Task 1 – Project Administration and Management

1. Meetings

   • Additional meetings with Port staff and the contractor due to under deck structural concerns

2. Project Schedule No change from the original contract.

Task 2 – Under Deck Structural Inspection and Detailed Report 

The CONSULTANT shall provide the following services:

1. Berth 6 Concrete Under Deck Structural Analysis The CONSULTANT will inspect the under deck for Berth 6 and provide a structural analysis report. Work will include:

   • Review of hollow core conditions based on photographs

   • Review of hollow core loading and original design strength

   • Additional review of as-built drawings

   • Coordination with VCS and Contractor

   • Meetings with Port

   • (1) Site visit to review the existing conditions of the hollow core

   • (1) Coordination meeting with GHD prior to their inspection

   • (1) Coordination meeting with GHD after their inspection

   • Review of GHD report and recommendations

   • (1) Meeting with Port to discuss GHD report

   • Determine direction and coordination of next steps

   • Structural Analysis Report with location and recommendations for repair

2. Work excludes:

   • Repair design work is not included, but can be added later.

   • Potential design and plan revisions per contractor recommendations to use high performance concrete is not included but can be added later.

   • There will be no cost estimation, subsurface utility exploration, formal topographical or bathymetric survey, or destructive material testing to be completed as part of this scope of work.

   • Below water assessment of the piles and bulkhead walls are not included in this scope of work.

   • No change in use or loading condition of the existing structure is anticipated.

   • All recommended repairs will be in-kind replacement or strengthening of existing elements.

   • Is it assumed that a boat for two inspection staff members will be provided and available for all over water work.

END SCOPE OF SERVICES