A meeting of the Manatee County Port Authority will be held during a Board of County Commissioner’s meeting Tuesday, March 28, 2023, at 9:00 a.m., or as soon as is practicable, in the Patricia M. Glass Commission Chambers on the first floor of the County Administrative Center at 1112 Manatee Avenue West, Bradenton, Florida.

Any person requiring special accommodations at this meeting because of a disability or physical impairment should contact Pam Wingo 48 hours in advance of the meeting by telephone (941) 721- 2395 or by email at pwingo@seaportmanatee.com

MANATEE COUNTY PORT AUTHORITY AGENDA

March 28, 2023

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.

CALL TO ORDER

Public Comments

1. Consent Agenda

Public Comments

Executive Director Comments Commissioner Comments

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

George Kruse, Chairman

James Satcher 1st Vice-Chairman; Jason Bearden 2nd Vice Chairman

Mike Rahn 3rd Vice-Chairman; Amanda Ballard, Member; Vanessa Baugh, Member; Kevin Van Ostenbridge, Member

March 28, 2023

CONSENT AGENDA

Warrant List
Minutes – February 16, 2023
Budget Resolution
Resolution – Warehouse Modernization Initiative
Warehouse 6 Modernization Progressive Design-Build Certification and Ranking and Contract Award
Camera System Upgrades Approval

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.

AP	XXXXXXX	V019302	ABBOTT, PAUL SCOTT	1,931.25
AP	XXXXXXX	V016081	AECOM TECHNICAL SERVICES INC	133,000.00
AP	XXXXXXX	V016081	AECOM TECHNICAL SERVICES INC	22,800.00
AP	XXXXXXX	V104700	AJAX PAVING INDUSTRIES INC OF	28,486.52
AP	XXXXXXX	V026712	ALAN JAY FLEET SALES	33,852.00
AP	XXXXXXX	V026712	ALAN JAY FLEET SALES	86,508.00
AP	XXXXXXX	V030870	ALLEGRA MARKETING AND IMAGE 36	1,739.74
AP	XXXXXXX	V029295	AMAZON CAPITAL SERVICES INC	713.76
AP	XXXXXXX	V029295	AMAZON CAPITAL SERVICES INC	1,065.79
AP	XXXXXXX	V029295	AMAZON CAPITAL SERVICES INC	346.72
AP	XXXXXXX	V029295	AMAZON CAPITAL SERVICES INC	92.98
AP	XXXXXXX	V029295	AMAZON CAPITAL SERVICES INC	920.89
AP	XXXXXXX	V029295	AMAZON CAPITAL SERVICES INC	1,255.45
AP	XXXXXXX	V023321	AMERICAN EXPRESS TRAVEL RELATE	140.62
AP	XXXXXXX	V113719	APEX OFFICE PRODUCTS INC	696.28
AP	XXXXXXX	V113719	APEX OFFICE PRODUCTS INC	170.97
AP	XXXXXXX	V113719	APEX OFFICE PRODUCTS INC	231.55
AP	XXXXXXX	V118009	AT AND T	73.04
AP	XXXXXXX	V013140	AT AND T MOBILITY	221.93
AP	XXXXXXX	V016756	ATKINS NORTH AMERICA INC	23,376.70
WT	XXXXXXX	V019189	BANK OF AMERICA	20,431.48
AP	XXXXXXX	V002730	BANK OF AMERICA	1,229.21
AP	XXXXXXX	V004571	BATTERY USA INC	476.00
AP	XXXXXXX	V004571	BATTERY USA INC	342.00
AP	XXXXXXX	V006691	BENCHMARK ENVIROANALYTICAL INC	77.00
AP	XXXXXXX	V015400	BIG EARTH LANDSCAPE SUPPLY	1,106.52
AP	XXXXXXX	V009839	BRYANT MILLER AND OLIVE PA	9,740.50
AP	XXXXXXX	V009839	BRYANT MILLER AND OLIVE PA	5,596.52
AP	XXXXXXX	P000278	BUQUERAS, CARLOS	3,644.08
AP	XXXXXXX	V029174	CHARTER COMMUNICATIONS	75.37
AP	XXXXXXX	V021377	CINTAS CORPORATION	169.24
AP	XXXXXXX	V021377	CINTAS CORPORATION	121.16
AP	XXXXXXX	V021377	CINTAS CORPORATION	254.18
AP	XXXXXXX	V028215	CLOVER CONSTRUCTION AND DEVELO	87,500.00
AP	XXXXXXX	V028215	CLOVER CONSTRUCTION AND DEVELO	63,000.00
AP	XXXXXXX	V027465	CRISDEL GROUP INC	2,239,101.48
AP	XXXXXXX	V030772	CURLIN	549.09
AP	XXXXXXX	V006828	DEERE AND COMPANY	48,706.91
AP	XXXXXXX	V282890	DISCOUNT LOCK AND KEY INC	36.00
WT	XXXXXXX	V334600	DIVISION OF RETIREMENT, FLORID	0.37
AP	XXXXXXX	V025612	DYNAFIRE INC	2,176.50
AP	XXXXXXX	V025612	DYNAFIRE INC	1,612.60
AP	XXXXXXX	P000265	EDWARDS, MALCOLM R	82.80
AP	XXXXXXX	V022096	ENTECH	2,187.00
AP	XXXXXXX	V022096	ENTECH	603.75
AP	XXXXXXX	V001198	ENTERPRISE FLORIDA	1,500.00

AP	XXXXXXX	V320642	FAIRBANKS SCALES	1,182.00
AP	XXXXXXX	V323190	FASTENAL COMPANY	6.05
AP	XXXXXXX	V000131	FEDERAL MARINE TERMINALS INC	857.64
ZP	XXXXXXX	L333009	FLEET PRODUCTS	287.29
AP	XXXXXXX	V007961	FLORIDA INDUSTRIAL SCALE COMPA	587.00
AP	XXXXXXX	V334298	FLORIDA MUNICIPAL INSURANCE TR	111,133.00
AP	XXXXXXX	V019619	FLORIDA POWER AND LIGHT COMPAN	29.19
AP	XXXXXXX	V019619	FLORIDA POWER AND LIGHT COMPAN	94,364.44
AP	XXXXXXX	V019619	FLORIDA POWER AND LIGHT COMPAN	51.32
AP	XXXXXXX	V021937	FRONTIER COMMUNICATIONS OF FLO	2,615.63
AP	XXXXXXX	V007982	FRONTIER LIGHTING INC	39,872.00
AP	XXXXXXX	V026528	GEIGER	1,251.26
AP	XXXXXXX	V020807	GENUINE AUTOMOTIVE	1,609.19
AP	XXXXXXX	V020807	GENUINE AUTOMOTIVE	1,466.39
AP	XXXXXXX	V020807	GENUINE AUTOMOTIVE	16,292.64
AP	XXXXXXX	V020807	GENUINE AUTOMOTIVE	192.43
AP	XXXXXXX	V380805	GOODYEAR TIRE & RUBBER CO.	111.92
AP	XXXXXXX	V385628	GRAINGER INC, W W	865.95
AP	XXXXXXX	V009540	GRAPEVINE COMMUNICATIONS INTER	450.00
ZP	XXXXXXX	L387610	GRAVELY OF BRADENTON	317.16
AP	XXXXXXX	V397611	GULF COAST BUILDERS EXCHANGE	825.00
WT	XXXXXXX	V027081	HANCOCK WHITNEY BANK	29,253.12
AP	XXXXXXX	V009636	HAYES E GOVERNMENT RESOURCES I	8,163.68
AP	XXXXXXX	V023500	HOME DEPOT CREDIT SERVICES	530.72
AP	XXXXXXX	V023500	HOME DEPOT CREDIT SERVICES	1,188.31
AP	XXXXXXX	V017862	ID WHOLESALER	735.84
AP	XXXXXXX	V896015	INTERISK CORPORATION	675.00
AP	XXXXXXX	V012352	JANI KING OF TAMPA BAY	71.30
AP	XXXXXXX	V027228	JENNI AND GUYS	85.00
AP	XXXXXXX	V027228	JENNI AND GUYS	85.00
WT	XXXXXXX	V026038	JOCELYN HONG AND ASSOCIATES	5,000.00
AP	XXXXXXX	V493800	JOHNSON PRINTING	96.36
AP	XXXXXXX	V493800	JOHNSON PRINTING	1,821.69
AP	XXXXXXX	V015114	JOHNSTONE SUPPLY	599.44
AP	XXXXXXX	V029389	JOHNSTONE SUPPLY	392.60
AP	XXXXXXX	V520115	KIMBALL MIDWEST	231.00
AP	XXXXXXX	P000422	KINER JR, LEWILDA	295.19
AP	XXXXXXX	P000368	KNAPEK, JOSHUA	130.00
AP	XXXXXXX	V010512	LINE X OF SARASOTA	390.00
AP	XXXXXXX	V013723	LOGISTEC USA INC	7,000.00
AP	XXXXXXX	V022184	LOUIS PRYOR SUPPLY INC	390.67
AP	XXXXXXX	V022184	LOUIS PRYOR SUPPLY INC	1,321.45
AP	XXXXXXX	V004489	LOWES HOME CENTER INC	1,581.07
AP	XXXXXXX	V004489	LOWES HOME CENTER INC	177.09
AP	XXXXXXX	V004489	LOWES HOME CENTER INC	297.09
AP	XXXXXXX	V004489	LOWES HOME CENTER INC	522.72

AP	XXXXXXX	V023184	LYNCH OIL COMPANY INC	2,538.79
AP	XXXXXXX	V023184	LYNCH OIL COMPANY INC	5,219.65
AP	XXXXXXX	V023184	LYNCH OIL COMPANY INC	1,768.39
AP	XXXXXXX	V020506	MADER ELECTRIC INC	8,584.00
AP	XXXXXXX	V029867	MAGNUM BUILDERS OF SARASOTA IN	19,816.45
AP	XXXXXXX	V625403	MAINTENANCE TOO PAPER CO INC	595.49
AP	XXXXXXX	V627027	MANATEE CHAMBER OF COMMERCE	775.00
AP	XXXXXXX	V004140	MANATEE COUNTY PUBLIC WORKS DE	6,892.83
AP	XXXXXXX	V004140	MANATEE COUNTY PUBLIC WORKS DE	2,164.00
AP	XXXXXXX	V028130	MANATEE RIVER ROTARY CLUB INC	1,000.00
AP	XXXXXXX	V000259	MANATEE SPORTS UNLIMITED	1,241.43
AP	XXXXXXX	V027384	NORTH RIVER SMALL ENGINE LLC	42.13
AP	XXXXXXX	V029842	ODP BUSINESS SOLUTIONS LLC	314.64
AP	XXXXXXX	V028053	ORKIN LLC	56.00
AP	XXXXXXX	V708015	OTIS ELEVATOR	3,258.51
AP	XXXXXXX	V712019	PALLARDY INC, LEE	12,000.00
AP	XXXXXXX	V029578	PALMETTO ACE HARDWARE	39.96
AP	XXXXXXX	V030390	PALMETTO ROTARY	325.00
AP	XXXXXXX	V736427	PITNEY BOWES CREDIT CORP	141.00
AP	XXXXXXX	V746898	PRINTWORKS	171.88
AP	XXXXXXX	V748180	PUBLIX SUPER MARKET	44.06
AP	XXXXXXX	V027409	RAMBA LAW GROUP LLC	3,635.00
AP	XXXXXXX	V776386	RING POWER CORP	2,499.00
AP	XXXXXXX	V004755	SHERWIN WILLIAMS COMPANY	809.25
AP	XXXXXXX	V015633	SIEMENS INDUSTRY INC	22,708.88
AP	XXXXXXX	P000425	SMITH, MICHAEL	305.19
AP	XXXXXXX	P000345	STALEY, MONTY S	280.85
AP	XXXXXXX	V005587	STAN WEAVER AND CO	1,295.00
AP	XXXXXXX	V018137	STANTEC CONSULTING SERVICES IN	21,091.01
WT	XXXXXXX	V874841	STATE OF FLA DEPT OF REVENUE	8,675.95
AP	XXXXXXX	V875019	STATE OF FLORIDA	804.92
AP	XXXXXXX	V028838	STEELSMITH, LLC	1,825.50
AP	XXXXXXX	V028838	STEELSMITH, LLC	600.00
AP	XXXXXXX	V028838	STEELSMITH, LLC	618.00
AP	XXXXXXX	V901518	TAMPA BAY STEEL CORPORATION	529.66
AP	XXXXXXX	V906395	TERRY SUPPLY COMPANY	1,429.70
AP	XXXXXXX	V906395	TERRY SUPPLY COMPANY	128.17
AP	XXXXXXX	V906395	TERRY SUPPLY COMPANY	463.55
AP	XXXXXXX	V028145	THE MCCLATCHY COMPANY LLC	40.95
AP	XXXXXXX	V005547	TROPIC SUPPLY INC	1,358.38
AP	XXXXXXX	V027963	UNIFIRST FIRST AID AND SAFETY	147.68
AP	XXXXXXX	V006904	UNITED REFRIGERATION INC	17,280.00
AP	XXXXXXX	V006904	UNITED REFRIGERATION INC	1,087.07
AP	XXXXXXX	V006904	UNITED REFRIGERATION INC	616.65
AP	XXXXXXX	V024682	US COATING SPECIALISTS LLC	124,050.00
AP	XXXXXXX	P000273	VAN ETTEN,RAYMOND E	61.75

AP	XXXXXXX	V009667	VERIZON WIRELESS	397.27
AP	XXXXXXX	V009667	VERIZON WIRELESS	250.89
AP	XXXXXXX	V009667	VERIZON WIRELESS	544.25
AP	XXXXXXX	V021915	WEBTIVITY MARKETING AND DESIGN	845.00
AP	XXXXXXX	V021915	WEBTIVITY MARKETING AND DESIGN	167.00
AP	XXXXXXX	V961411	WEST FLORIDA SUPPLY CO	279.37

Total warrants (checks) for period reported 3,445,160.89

MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

PORT MANATEE INTERMODAL CENTER, THIRD FLOOR

1905 Intermodal Circle Palmetto, Florida February 16, 2023

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

Present were:

George W. Kruse, Chairman

James A. Satcher III, First Vice-Chairman Amanda Ballard, Second Vice Chairman Jason Bearden, Third Vice Chairman Vanessa Baugh

Mike Rahn

Kevin Van Ostenbridge

Also present were:

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

Dustin Peebles Accounting, Clerk of the Circuit Court Robin Toth, Deputy Clerk, Clerk of the Circuit Court

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

AGENDA PA20230216DOC001

INVOCATION AND PLEDGE OF ALLEGIANCE

The Invocation was delivered by Member Satcher, followed by the Pledge of Allegiance led by Port Chaplain Trish Alligood.

INTRODUCTIONS

Members of the audience introduced themselves.

PUBLIC COMMENTS

There being no public comment, Chairman Kruse closed public comment.

PRESENTATION – MARK EVANS, AIR PRODUCTS
Carlos Buqueras, Executive Director, stated it is beneficial to hold quarterly meetings at Port Manatee, to keep Authority Members engaged in Port business and the shipping community. Port Authority Member business cards were provided. Comment cards were placed on the dais for Members to alert the Chairman when they want to comment.

Air Products conducted a national search with a plan to locate facilities outside of Scranton, Pennsylvania, to conduct export-related manufacturing. Equipment was getting bigger and a new facility near a Port was needed; hence, Port Manatee was chosen.

Mark Evans, Director of Manufacturing, Air Products (AP), utilized a slide presentation on Air Products at a Glance. Air Products is an industrial global company in over 50 countries. AP initially provided industrial gas (oxygen, hydrogen), expanded into chemicals and returned to gas as the core business. AP has expanded into the energy business, employing over 21,000 employees worldwide. The company is headquartered in Allenton, Pennsylvania, and AP employs 300 employees at Port Manatee. The goal of AP is to become the safest, most

He addressed AP’s Higher Purpose and position in the energy transformation to hydrogen. AP is the biggest producer of Gray Hydrogen in the world. AP is also investing in projects around the world in Blue and Green Hydrogen, with zero emissions. Solar, wind and water energy is used to produce hydrogen, which is shipped throughout the world as ammonia. Natural gas is a transition fuel and the cleanest of the fossil fuels. As a result, many countries are using gas as an interim between fueling by coal to get to hydrogen.

Mr. Evans commented about the innovation in LNG (Liquefied Natural Gas) equipment, and AP is the world’s leading provider of patented LNG technology and equipment. AP shipped its first piece of equipment from Pennsylvania in 1967. AP has produced over 120 heat exchangers since that time, and 20 of those exchangers have come out of Port Manatee.

He explained why and how AP liquefies natural gas. Global LNG demand is increasing. Inasmuch as Russia shut off the pipeline to Europe, most of Europe and other countries are seeking alternative sources for gas and are looking at the U.S.

AP manufacturing facility has 37 acres of land at the Port. AP will need more manufacturing space and needs to determine how to utilize it best. AP currently has seven buildings and 330,000 square feet of manufacturing space. AP is in need of expansion with focus on location. AP has used Port Manatee Berths 8 to ship exchangers in the U.S., and Berths 9, 12 and 14 are used to conduct oversea shipping activities. Since his last presentation to the Authority (10/21/21), AP has shipped 13 coil wound heat exchangers and hired 71 employees. AP wants to encourage growth in the Company and wants the same pathway for others.

AP’s challenges are attracting and retaining skilled people, training, identifying land for further expansion, and justifying local expansion is AP’s best option. Another challenge is the junction on U.S. 41. Port Manatee activity is getting busier, and ingress/egress safety from U.S. 41 is getting dangerous. There should be traffic lights at this location.

Discussion occurred regarding the average time to build an exchanger is 32 months and the smallest exchangers can be built in 13 months, it depends on its size, production began in 2014 and the first exchanger was shipped in 2016, projected growth in AP staffing over the next ten years, AP has collaborated with Manatee Technical College (MTC), MTC’s facilities are used to train welders, MTC’s welding program is at maximum capacity, AP works with all of the local technical colleges, AP is looking for more manufacturing space/location and acreage, AP is very interested in a plot of land to the north of their recently purchased 4.7 acres, AP has potential to duplicate their existing facility within three years, AP is working with major oil companies which could be very advantageous, another AP exchanger shipment from Port Manatee is anticipated in 2026 and this event will be noticed, and Port Manatee is creating great jobs and careers for local young people.
Authority members thanked Mr. Evans for his informational presentation. PA20230216DOC002
PRESENTATION – DANIEL BLAZER
Daniel Blazer, Principal of World Direct (WD), stated there may be a need for a C02 facility at Port Manatee. WD operates between Mexico and Port Manatee, WD is a family-owned company based out of Atlanta and owns three ships. Over the past year, WD had 120 calls at Port Manatee, operates their own terminal at the Port with 100 employees, and has indirect

truckers that travel throughout the State.

The rail project will be the key to growth. Volume has been growing in the past two years, the perishable product business is doing well, while consumer products have decreased. WD has a framework for a rail project with plans to commence in July 2023. It will require continued infrastructure and planning at Port Manatee to keep up with growth. WD will have a partnership with Regional Rail and CSX to open up the northeast and Mexico.
Mr. Blazer thanked Mr. Buqueras for his support in the success of WD.
Discussion ensued on the status of WD success in working with CSX (rail transportation), CSX does not have a good connection with Mexico, by CSX connecting with Port Manatee, CSX gains more rail miles and overall efficiencies are better, CSX is 100 percent committed to working with WD and using Port Manatee as their connection to Mexico, WD now has the framework to create a huge boost to volume, WD’s primary market for the shipping line was Georgia, now the primary market is Florida, as far as products (Samsung, Whirlpool, and whitegoods) and perishables (juice) are all coming on WD ships, the extent to which WD will expand by using CSX, WD ships have been modified to accommodate 53-foot containers, less things will be coming from China/Asia, and Mr. Buqueras has communicated with Authority Members regarding Airport Manatee.

Mr. Blazer stated increased products from the northeast are coming to Florida. WD has assembled a lot of property across the street from Airport Manatee. WD also has some land from Carlos Beruff that could support expansion of the runway, but to make a runway that is viably commercial requires a lot of land. The land is there and can be used for this purpose, but the feasibility must be discussed. Airport Manatee should be a reliever airport for the area with support by the Federal Aviation Administration and Federal funds. The only criteria is that the reliever airport must be 30 miles away from another airport. There may be an interim solution to expand the runway to support general aviation traffic and development.
This will take work with adjacent county lands and high restrictions on those lands to make it sustainable to handle more and bigger jet movement. There is space to have a 6,000 foot runway, which is enough space to bring in any kind of business jet.

Sarasota Bradenton International Airport (SRQ) needs a reliever airport as development continues to occur in Manatee County, and now may be a great time to look at this endeavor. Cost investment must be examined, and details must be discussed. WD envisions pushing Airport Manatee north, many companies are going to need distribution centers, and a strategic plan would be required on who to put on the airport schedule. PA20230216DOC003
There being no
CONSENT AGENDA PA20230216DOC004
public comment, Chairman Kruse closed public comment.

A motion was made by Member Van Ostenbridge, seconded by Member Satcher, and carried 7 to 0, to approve the Consent Agenda incorporating the language as stated in the recommended motions on the cover sheets for the Consent Agenda.
1. WARRANT LIST
  Accepted the Warrant Listing from January 12, 2023, to February 8, 2023
  PA20230216DOC005
2. MINUTES
  Approved the Minutes of October 20, 2022, and January 31, 2023
3. BUDGET AMENDMENT
  Adopted Budget Resolution PA-23-11, budgeting $38,000 of additional funding for a security system for the second floor office space at the Intermodal Building for U.S. Customs and Border Protection, to comply with Customs security policies that were not in the original scope PA20230216DOC006
4. RING POWER CORPORATION CAPITAL EQUIPMENT PURCHASE
  Authorized after-the-fact approval in the amount of $467,763 to Ring Power Corporation, for a Genie SX-180 AWD, 4WS Telescopic S Boom and Accessories on State Contract 041719-TER (included in FY 23 budget) PA20230216DOC007
5. HOPPER AT BERTH 6 AWARD
  Executed Professional Services Authorization 23-02 to RS&H, Inc., in the amount of
  $348,571 (Budgeted FDOT funding $174,285.50; Port funding $174,285.50), for design and construction phase engineering services for a hopper at Berth 6, subject to review and approval by Florida Department of Transportation (FDOT) PA20230216DOC008
6. AECOM WAREHOUSE 12, PHASE I SCOPE CHANGE
  Executed Professional Services Authorization 23-03 to AECOM Technical Services, Inc., for a cost-neutral scope change for the planning and design of a 150,000-square-foot warehouse, subject to review and approval by FDOT (there is no fee change associated with the scope changes) PA20230216DOC009
7. MEMORANDUM OF UNDERSTANDING/PERMANENT BASE STATION ANTENNA
  PROJECT
  Executed Memorandum of Understanding (MOU) between U.S. Army Corps of Engineers and Port Manatee by David St. Pierre, Seaport Director of Public Safety and Security, for a Permanent Base Station Antenna Project (affix an antenna to the Intermodal Building located on SeaPort property. The term of the MOU is five years from installation)
  PA20230216DOC010
8. LEASE AGREEMENT – WORLD DIRECT SHIPPING LLC
Executed Lease Agreement between Manatee County Port Authority and World Direct Shipping LLC, for the leasing of 1,893.74 square feet of office space in the Intermodal Building and the former Trucker’s Ministry, located at 1905 Intermodal Circle, Room 330, for an initial term of four years (1/1/23-12/31/26), with three, one-year renewals
(End Consent Agenda) PA20230216DOC011
PORT MANATEE MASTER PLAN UPDATE 2022 APPROVAL
Carlos Buqueras, Executive Director, stated the Port Master Plan is complete. The vision is to supersize the Port to have national impact, east coast impact, and impact other countries in the south in the future.

Dan Fitz-Patrick, Director of Planning and Project Development, stated John Corley of Atkins North America Global, presented the draft Port Master Plan Update to the Authority on October 20, 2022. The draft Plan was posted on the Port’s website for public comment from October 14, 2022, through December 12, 2022. Master Planners received input from over 120 individuals. The Port Master Plan is presented for approval.

Mr. Fitz-Patrick utilized a slide presentation to address Project Approach, Market Study, Capacity and Needs for the next 20 years, Five-Year/Ten-Year Capital Plans, Economic Impacts, stakeholder involvement was a key element, Throughput Capacity Analysis Results, existing capacity and where along from loading and unloading a ship to getting it off the Port is the weakest link to determine current capacity, the weakest link was storage for containers, storage for break bulk, apron storage for dry bulk and vessel berthing facilities for liquid bulk, and storage for liquid bulk. He referred to projected growth and needed capacity.
Group Planning was held with stakeholders, Key Tenets for Site Planning, stakeholders want

the Port to expand berth capacity and storage capacity, decrease the time a ship is on berth to free it up for other opportunities, the biggest take-away from stakeholders is for the Port to de-conflict operations, move containers to the container side of the Port, have break bulk activities in the middle of the Port and have all bulk activity on the north side of the Port, avoid rebuilding existing Port assets and unlock hidden capacity, seek opportunities to reduce unnecessary gate moves, and Operational Footprint Evolution.

Mr. Fitz-Patrick showed a layout of the Port’s 20-year vision plan with 26 unique projects that have been identified with existing and anticipated customers. Project 2 on the list is the extension of Berth 4 by 600 feet north to return Berths 4 and 5 to full utilization and provide enough capacity to take other berths out of service for rehabilitation. Straighten out the corner of Berths 10 and 11, Berth 10 will be extended 412 feet to the west, and Berth 11 will be angled, providing a linear berth between Berths 11, 12 and 14 located west of the container yard.

On the land side, the CSX rail project is underway and a CRISI (Consolidated Rail Infrastructure and Safety Improvement) Grant has been applied for. Another project is to add more warehouse space for bulk cargo storage and container yard expansion. These improvements should accommodate Port growth needs through 2041. All of the projects on the list are reasonable and achievable.

Mr. Fitz-Patrick addressed Recommended Five-Year Capital Projects, Five-Year Capacity Increases, Recommended Ten-Year Capital Projects for Five, Ten and 20 years, and Ten-Year Capacity Increases.

Port Manatee generates $5.1 billion in economic impact for the United States economy. The Port collects revenues, dockage, wharfage and leases, and it is the Port’s responsibility to reinvest those dollars to create multi-generational economic benefits for the region and country. Port Manatee paid $200 million in state and local taxes for FY 2021. Completing all improvements for the container yard in the next five years will add $22 million per year of additional economic impact.

In conclusion, Mr. Fitz-Patrick stated Port Manatee is poised for substantial growth. The Master Plan provides the facilities needed to meet capacity needs, opportunities exist to introduce new service lines, the Capital Plan includes opportunities to unlock hidden capacity, and Port Manatee can continue to grow its contribution as an economic engine.
Discussion occurred regarding excitement on the vision of Port Growth. There being no public comment, Chairman Kruse closed public comment.
A motion was made by Member Baugh, to approve the SeaPort Manatee Master Plan Update 2022, and direct staff to ensure that the Plan is fully incorporated into State and local plans and other required documents. The motion was seconded by Member Bearden.

Chief Milan Mora, U.S. Army Corps of Engineers, Jacksonville District, Water Resources Branch, questioned if the Port is going to be expanding the depth of the channel, and whether the harbor is sufficient to expand and increase in depth.
Mr. Buqueras stated that deepening the channel requires extensive planning.

Dave Sanford, Deputy Executive Director, stated the shipping channel used by SeaPort Manatee and Port Tampa Bay is an authorized depth of 43 feet. Port Manatee is currently operating at 40 feet. Port Manatee previously examined the feasibility of deepening the channel to 43 feet, and there are plans to look at deepening the shipping channel in the foreseeable future.

The motion carried 7-0. PA20230216DOC012
AMENDMENT 3 TO PROJECT COOPERATION AGREEMENT
Carlos Buqueras, Executive Director, stated the Authority approved a Project Cooperation Agreement with the Department of the Army, to complete construction of the Manatee Harbor. Amendment 3 is presented to further amend the Agreement for reimbursement to the SeaPort Manatee for the Federal share of construction of the south channel extension, update the cost allocation, and document the new total cost of the project.

Dave Sanford, Deputy Executive Director, stated he worked with all the Corps Districts. The Port has been trying to get projects completed to get the book closed on the south channel, real estate issues, and disposal facility. The District came in with a plan to abbreviate that and allowed the Port to get Federal reimbursement for Port monies spent. The District has come up with a plan to bring this to conclusion, and it is their good work for today’s action.
There being no public comment, Chairman Kruse closed public comment.
A motion was made by Member Baugh, and seconded by Member Ballard, to approve and authorize the Chairman to execute Amendment Number 3 to the Project Cooperation Agreement between the Department of the Army and the Manatee County Port Authority for Construction of the Manatee Harbor, Florida Navigation Project. The motion carried 7-0.

Mr. Buqueras announced that, at the conclusion of the meeting, a signing ceremony would be held between the Port Authority and U.S. Army Corps of Engineers, to execute Amendment 3 to Project Cooperation Agreement for construction of the Manatee Harbor, Florida Navigation Project. PA20230216DOC013
PUBLIC COMMENT (continued)
There being no public comment, Chairman Kruse closed public comment.
EXECUTIVE DIRECTOR COMMENTS
Carlos Buqueras, Executive Director, utilized a slide presentation to highlight Port activities:
- Seaport Manatee welcomed its new tenant, Agunsa, Inc., which has acquired a majority interest in Carver Maritime, to further expand the Port exponentially. Chile-based Agunsa is one of the global leaders in goods and product shipping. Angusa will make a presentation to the Authority at its next meeting at the Port
- Phase Alt 1 of the Container Yard Expansion is complete
- Dan Fitz-Patrick, Director of Planning and Project Development, briefed United States Congressional Staff Members on Seaport Manatee’s efforts toward rail infrastructure and safety improvements
- Seaport Manatee applied for FY 22 funding from the Federal Railroad Administration’s Consolidated Rail Infrastructure and Safety Improvements (CRISI) Program, and the SeaPort is actively seeking support for the application to draw down Federal investment for the construction of the Rail Yard
- FY 23 is off to a great start with a 39 percent total revenue increase in the first quarter, compared to the first quarter of the last fiscal year
- Seaport Manatee’s container trade surges to 30.6 percent in FY 22; and
- Seaport Manatee’s Container Count Continues to Rise
In summary, SeaPort Manatee is breaking records in containers handled per acre and is experiencing tremendous growth. Seaport Manatee continues its role as a leading economic driver for Central and Southwest Florida. PA20230216DOC014
(Member Ballard absent for portion of video presentation)
Mr. Buqueras presented a video highlighting SeaPort Manatee State of the Port 2022. The video can be found at https://www.youtube.com/watch?v=QlobluSMZdY .

Mr. Buqueras invited Authority Members to join the Propeller Club and the Navy League Manatee/Sarasota Chapter, for the State of the Port Presentation tonight at 5:45 p.m., at Gold Coast Eagle Distributing in Sarasota.
(Enter Member Ballard)
AUTHORITY MEMBER COMMENTS
Member Baugh stated today is an historic day for Port Manatee with the presence of the Army Corps of Engineers at this meeting.

Mr. Sanford introduced Colonel James Booth, District Commander, U.S. Commander, U.S. Army Corp of Engineers, and Milan Moore, Chief of Water Resources Branch. Mr. Moore introduced staff from Water Resources Branch.

A signing ceremony was held between Port Authority Chairman Kruse and Colonel James Booth, District Commander, U.S. Army Corps of Engineers, to sign Amendment 3 to Project Cooperation Agreement for construction of the Manatee Harbor, Florida Navigation Project.

Colonel James Booth, District Commander, U.S. Army Corps of Engineers, commented.
ADJOURN
There being no further business, Chairman Kruse adjourned the meeting at 10:49 a.m.
Minutes Approved:
March 28, 2023

CONSENT
AGENDA ITEM 1.C: BUDGET RESOLUTION BACKGROUND:
This resolution budgets the following:
- $5,000,000 for the Florida Department of Transportation (FDOT) Public Transportation Grant Agreement (PTGA) for the mobile harbor crane initiative funded by 50% FDOT in the amount of $2,500,000 and 50% Port cash of $2,500,000.
- Budgets a decrease to the Berth 6,7,8, and 10 Improvement projects and increase the Berth 4 Improvement project for the same amount of $508,424 to close out the completed projects.
ATTACHMENT:

Budget Resolution PA-23-13.

COST AND FUNDING SOURCE:

Budgets $2,500,000 FDOT grant funding and $2,500,000 port cash. Transfers $430,411 of budgeted FDOT and Port cash (75/25) and $78,013 of budgeted Port State Infrastructure Bank Loan 2016 from Berth 6,7,8, and 10 Improvements to Berth 4 Improvement project.

CONSEQUENCES IF DEFERRED:

Delay in budget allocations.
LEGAL COUNSEL REVIEW: N/A RECOMMENDATION:
Move to adopt Budget Resolution PA-23-13.
RESOLUTION PA-23-13 AMENDING THE ANNUAL BUDGET
FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2022-2023

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 2022-2023 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:

Item No.
Batch ID No.
Reference No.
1
BAAL0328623A
BU23000330
2
BAAL0328623A
BU23000331

ADOPTED with a quorum present and voting this the 28th day of March, 2023.

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

By:
BUDGET AMENDMENT RESOLUTION NO. PA-23-13 AGENDA DATE: March 28, 2023
1. Fund: FDOT – 50%
  Port Cash – 50%
  
  Section: Mobile Harbor Crane Initiative
  
  Description: Budgets $5,000,000 grant funding for the Mobile Harbor Crane Initiative project.
  
  Batch ID: BAAL032823A Reference: BU23000330
2. Fund: Port Capital Improvements Port Capital Grants
  Port State Infrastructure Bank Loan 2016
  
  Section: Berth 6 Improvements Section: Berth 7 Improvements Section: Berth 8 Improvements Section: Berth 10 Improvements Section: Berth 4 Improvements
  
  Description: Decreases $508,424 in the berth 6,7,8, and 10 Improvement projects and increases the same for the Berth 4 Improvement project to close out the completed projects.
  
  Batch ID: BAAL032823A Reference: BU23000331
  March 28, 2023
  
  CONSENT
  AGENDA ITEM 1.D: RESOLUTION –WAREHOUSE MODERNIZATION
  INITIATIVE
  
  BACKGROUND:
  
  On August 25, 2020, the Authority approved Resolution PA-20-23 for Florida Department of Transportation (FDOT) participation in the funding of $2,250,000 for the warehouse modernization initiative project. As a requirement for FDOT to revise the contract duration, a new resolution must be approved. Resolution PA-23-12 adds specific language authorizing the Executive Director or authorized representatives to enter into and execute any amendment or supplements for the limited purposes of scope changes, funding adjustments which do not require additional matching funds, contract duration revisions, as well as Assurances, Certifications and other documents as may be required to support the project.
  
  ATTACHMENT:
  
  Resolution PA-23-12
  
  COST AND FUNDING SOURCE:
  
  Previously budgeted and approved $2,250,000 FDOT, $1,000,000 Port and $1,250,000 Del Monte Fresh Produce.
  
  CONSEQUENCES IF DEFERRED:
  
  Delay in execution of the Resolution
  LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:
  
  Move to adopt Resolution PA-23-12 authorizing, in part, contract duration revision of the warehouse improvement initiative project.
  Financial Project Number
  444277-1-94-02
  Contract Number G1P32
  
  PA-23-12
  
  A RESOLUTION BY THE MANATEE COUNTY PORT AUTHORITY APPROVING AND AUTHORIZING THE EXECUTION OF THE AMENDMENT FOR EXTENSION OF PUBLIC TRANSPORTATION GRANT AGREEMENT WITH THE FLORIDA DEPARTMENT OF TRANSPORTATION
  
  WHEREAS, the State of Florida Department of Transportation (Department) has offered to enter into an Amendment for Extension of Public Transportation Grant Agreement with the Manatee County Port Authority (Port Authority) to provide Department participation extension in warehouse improvement initiative, and
  
  WHEREAS, the Port Authority has the authority to enter into said Amendment for Extension of 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 Amendment for Extension of Public Transportation Grant Agreement.
  
  NOW THEREFORE BE IT RESOLVED by the Manatee County Port Authority
  that:
  1. The State of Florida Department of Transportation Amendment for Extension of Public Transportation Grant Agreement, identified as State Grant Number G1P32 wherein the Department agrees to extend the end date of the Agreement to September 3, 2025, 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 Amendment for Extension of Public Transportation Grant 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 28th day of March, 2023. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT
CLERK OF CIRCUIT COURT AUTHORITY

By:
Chairman
DocuSign Envelope ID: BBA5C6B5-29F3-4626-98D3-0D77F2C9F049
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION
AMENDMENT FOR EXTENSION OF PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000-04 STRATEGIC DEVELOPMENT
OGC 02119

DATE: 3/9/23

TO: Amanda Tyner
Florida Department of Transportation

FROM: Dan Fitz-Patrick
Manatee County Port Authority

CONTRACT NUMBER: AMENDMENT NUMBER:
G1P32 01
FINANCIAL MANAGEMENT NUMBER: 444277-1-94-02

The Public Transportation Grant Agreement {"Agreement") between the Florida Department of Transportation ("Department") and Manatee County Port Authority ("Agency"), dated 9/4/2020 , is scheduled to expire on the 31 day of May , 2024 .

The Agency requests an Amendment of the Agreement, to extend the end date of the Agreement to the _3_ day of September , 2025 , for additional time to complete the Project for the following reasons: The extension is needed due to long lead times for materials delivery. The Agency's written liquidated damages provisions require the vendor to complete all contracted construction work prior to the grant expiration date, or else the vendor has to cover costs incurred after the grant expiration date. Without a time extension. the vendor may need to build risk into the bid price and increase the overall cost of the project.

The Department agrees to the requested extension of the Agreement. All of the terms and conditions of the Agreement and any amendments thereto shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment on        (to be completed by Department).

Agency: Manatee County Port Authority

By:

Name:
STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

By:

Name: Nicole Mills, P.E.

Title: Title: Interim Director of Transportation Development

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION
Legal Review:

Don Conway, Senior Attorney (as to legality and form)
March 28, 2023

CONSENT
AGENDA ITEM 1.E: WAREHOUSE 6 MODERNIZATION PROGRESSIVE DESIGN-BUILD CERTIFICATION AND RANKING

BACKGROUND:

Port staff issued a Request for Qualifications (RFQ) for Progressive Design-Build engineering and construction services for its Warehouse 6 Modernization project in accordance with Chapter
287.055 Florida Statutes, the Consultants’ Competitive Negotiations Act (CCNA). The RFQ was issued November 3, 2022, with responses received from Haskell and from Halfacre Construction Company/Avanti Group.

An Evaluation Committee consisting of George Isiminger, Robert Howard and Clyde Joseph, Port staff, and Denise Tuck, Del Monte Fresh Produce, met publicly December 12, 2022, and reached consensus on recommending certification of both responders and ranking them as ordered in the following list.
1. Haskell
2. Halfacre Construction Company (Halfacre)
  
  Port staff negotiated with Haskell, terminated negotiations without reaching agreement, and has negotiated the attached proposed contract with Halfacre for consideration if the recommended certification and ranking are approved. Phase 1 fee is $295,000 which includes design, pricing, and other services to establish the Phase 2 contract price which will be brought before the Port Authority for approval once developed.
  
  ATTACHMENT: Progressive Design-Build Agreement with Halfacre
  
  COST AND FUNDING SOURCE:
  
  FDOT funding in the amount of $147,500 and Port cash of $147,500
  
  CONSEQUENCES IF DEFERRED:
  
  Delay in contracting for the Progressive Design-Build services for Warehouse 6 Modernization.
  
  LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:
  1. Move to approve the certification and ranking of Haskell and Halfacre Construction Company/Avanti Group in the order listed for contracting for Warehouse 6 Modernization Progressive Design-Build, with contracting subject to Port Authority approval of a contract.
  2. Move to approve award of the attached proposed contract to Halfacre Construction Company, subject to FDOT approval and extension of the FDOT grant deadline to September 3, 2025.
  Progressive Design-Build Agreement
  This AGREEMENT is made as of the day of _ in the year of _ , (“Effective Date”) by and between the following parties, for services in connection with the Project identified below:
  
  OWNER:
  Manatee County Port Authority 300 Tampa Bay Way, Suite 1
  Palmetto, FL 34221
  
  The Owner is a dependent special district of the State of Florida.
  
  DESIGN-BUILDER:
  Halfacre Construction 7015 Professional Parkway
  Sarasota FL 34240
  
  PROJECT:
  Warehouse 6 Modernization Progressive Design-Build
  
  In consideration of the mutual covenants and obligations contained herein, Owner and Design-Builder agree as set forth herein.
  
  Article 1
  General
  1. Duty to Cooperate. Owner and Design-Builder commit at all times to cooperate fully with each other, and proceed on the basis of trust and good faith to permit each party to realize the benefits afforded under this Agreement.
  2. Definitions. Terms, words and phrases used in this Agreement shall have the meanings given them in the Modified Form of General Conditions of Contract Between Owner and Design-Builder ("General Conditions of Contract"), which are based on the standard DBIA form Document No. 535 (2010 Edition).
  3. Design Services. Design-Builder shall, consistent with applicable state licensing laws, provide design services, including architectural, engineering, and other design professional services required by this Agreement. Such design services shall be provided through qualified, licensed design professionals who are either (i) employed by Design-Builder, or (ii) procured by Design- Builder from independent sources. Nothing in this Agreement is intended to create any legal or contractual relationship between Owner and any independent design professional.

Article 2

Design-Builder's Services and Responsibilities

General Services.
1. Owner shall provide Design-Builder with Owner's Project Criteria describing Owner's program requirements and objectives for the Project as set forth in Exhibit A. Owner's Project Criteria shall include Owner's use, space, price, time, site, performance, and expandability requirements. Owner's Project Criteria may include conceptual documents, design specifications, design performance specifications, and other technical materials and requirements prepared by or for Owner.
2. If Owner's Project Criteria have not been developed prior to the execution of this Agreement, Design-Builder will assist Owner in developing Owner's Project Criteria, with such service deemed to be included within Phase 1 Services. If Owner has developed Owner's Project Criteria prior to executing this Agreement, Design-Builder shall review and prepare a written evaluation of such criteria, including recommendations to Owner for different and innovative approaches to the design and construction of the Project. The parties shall meet to discuss Design- Builder's written evaluation of Owner's Project Criteria and agree upon what revisions, if any, should be made to such criteria.
Phased Services.
1. Phase 1 Services. Design-Builder shall perform the services of design, pricing, and other services for the Project based on Owner's Project Criteria, as may be revised in accordance with Section 2.1 hereof. Design-Builder shall perform such services to the level of completion required for Design-Builder and Owner to establish the Contract Price for Phase 2, as set forth in Section
below. The Contract Price for Phase 2 shall be developed during Phase 1 on an “open-book” basis. Design-Builder’s Compensation for Phase 1 Services is set forth in Section 7.0 herein. The minimum level of completion required for Phase 1 Services is 30% of design completion.

2.2.2 Phase 2 Services. Design-Builder’s Phase 2 services shall consist of the completion of design services for the Project, the procurement of all materials and equipment for the Project, the performance of construction services for the Project, the start-up, testing, and commissioning of the Project, and the provision of warranty services, all as further described in the Contract Price Amendment. Upon receipt of Design-Builder’s proposed Contract Price for Phase 2, Owner may proceed as set forth in Article 2.3.

Proposal. Upon completion of the Phase 1 Services and any other Basis of Design Documents upon which the parties may agree, Design-Builder shall submit a proposal to Owner (the "Proposal") for the completion of the design and construction for the Project for the Contract Price, which may be based on Lump Sum or Design-Builder’s Fee and Cost of the Work with an option for a Guaranteed Maximum Price (GMP).
1. The Proposal shall include the following unless the parties mutually agree otherwise:
  1. The Contract Price that may be based on a Lump Sum or Design-Builder’s Fee and Cost of the Work, with an option for a GMP, which shall be the sum of:
    1. Design-Builder’s Fee as defined in Section 7.4.1 hereof;
    2. The estimated Cost of the Work as defined in Section 7.5 hereof, inclusive of any Design-Builder’s Contingency as defined in Section 7.6.2 hereof; and
    3. If applicable, any prices established under Section 7.1.3 hereof;
  2. The Basis of Design Documents, which may include, by way of example, Owner’s Project Criteria, which are set forth in detail and are attached to the Proposal;
  3. A list of the assumptions and clarifications made by Design-Builder in the preparation of the Proposal, which list is intended to supplement the information contained in the drawings and specifications and is specifically included as part of the Basis of Design Documents;
  4. The Scheduled Substantial Completion Date upon which the Proposal is based, to the extent said date has not already been established under Section 6.2.1 hereof, and a schedule upon which the Scheduled Substantial Completion Date is based and a Project Schedule for the Work;
  5. If applicable, a list of Allowance Items, Allowance Values, and a statement of their basis;
  6. If applicable, a schedule of alternate prices;
  7. If applicable, a schedule of unit prices;
  8. If applicable, a statement of Additional Services which may be performed but which are not included in the Proposal, and which, if performed, shall be the basis for an increase in the Contract Price and/or Contract Time(s);
  9. If applicable, a Savings provision;
  10. If applicable, Performance Incentives;
  11. The time limit for acceptance of the Proposal; and
  12. An Owner’s permit list, a list detailing the permits and governmental approvals that Owner will bear responsibility to obtain.
2. Review and Adjustment to Proposal.
  1. After submission of the Proposal, Design-Builder and Owner shall meet to discuss and review the Proposal. If Owner has any comments regarding the Proposal, or finds any inconsistencies or inaccuracies in the information presented, it shall promptly give written notice to Design-Builder of such comments or findings. If appropriate, Design-Builder shall, upon receipt of Owner’s notice, make appropriate adjustments to the Proposal.

Acceptance of Proposal. If Owner accepts the Proposal, as may be amended by Design-Builder, the Contract Price and its basis shall be set forth in an amendment to this Agreement, when mutually agreed between the parties (the “Contract Price Amendment”). Once the parties have agreed upon the Contract Price and Owner has issued a Notice to Proceed with Phase 2, Design-Builder shall perform the Phase 2 Services, all as further described in the Contract Price Amendment, as it may be revised.
Failure to Accept the Proposal. If Owner rejects the Proposal, or fails to notify Design-Builder in writing on or before the date specified in the Proposal that it accepts the Proposal, the Proposal shall be deemed withdrawn and of no effect. In such event, Owner and Design-Builder shall meet and confer as to how the Project will proceed, with Owner having the following options:
1. Owner may suggest modifications to the Proposal, whereupon, if such modifications are accepted in writing by Design-Builder, the Proposal shall be deemed accepted and the parties shall proceed in accordance with Section 2.3.2.3 above;
2. Owner may authorize Design-Builder to continue to proceed with the Work on the basis of reimbursement as provided in Section 7.1.2 hereof without a Contract Price, in which case all references in this Agreement to the Contract Price shall not be applicable; or
3. Owner may terminate this Agreement for convenience in accordance with Article 9 hereof; provided, however, in this event, Design-Builder shall not be entitled to the payment provided for in Section 9.2 hereof.

If Owner fails to exercise any of the above options, Design-Builder shall have the right to

continue with the Work as if Owner had elected to proceed in accordance with Item
2.3.2.4 ii. above, and be paid by Owner accordingly, unless and until Owner notifies it in writing to stop the Work, (b) suspend performance of Work in accordance with Section
11.3.1 of the General Conditions of Contract, provided, however, that in such event Design- Builder shall not be entitled to the payment provided for in Section 9.2 hereof, or (c) may give written notice to Owner that it considers this Agreement completed. If Owner fails to exercise any of the options under Section 2.3.2.4 within ten (10) days of receipt of Design- Builder’s notice, then this Agreement shall be deemed completed. If Owner terminates the relationship with Design-Builder under Section 2.3.2.4(iii), or if this Agreement is deemed completed under this paragraph, then Design-Builder shall have no further liability or obligations to Owner under this Agreement.

Article 3
Contract Documents
Exhibit A Owner’s Project Criteria with Drawings Exhibit B (NOT USED)
Exhibit C RFQ-1-0-2023/GI Warehouse 6 Modernization Progressive Design-Build Exhibit D Insurance Requirements
.

Article 4 Interpretation and Intent
Design-Builder shall be entitled to an adjustment in its Contract Price and/or Contract Time(s) to the extent Design-Builder’s cost and/or time of performance have been adversely impacted by such inaccurate design specification.

The Contract Documents form the entire agreement between Owner and Design-Builder and by incorporation herein are as fully binding on the parties as if repeated herein. No oral representations or other agreements have been made by the parties except as specifically stated in the Contract Documents.

Article 5

Ownership of Work Product

Work Product. All drawings, specifications and other documents and electronic data, including such documents identified in the General Conditions of Contract, furnished by Design-Builder to Owner under this Agreement (“Work Product”) are deemed to be instruments of service and Design-Builder shall retain the ownership and property interests therein, including but not limited to any intellectual property rights, copyrights, and/or patents, subject to the provisions set forth in Sections 5.2 through 5.5 below.
Owner’s Limited License upon Project Completion and Payment in Full to Design-Builder. Upon Owner’s payment in full for all Work performed under the Contract Documents, Design-Builder shall grant Owner a limited license to use the Work Product in connection with Owner’s occupancy of the Project,
conditioned on Owner’s express understanding that its alteration of the Work Product without the involvement of Design-Builder is at Owner’s sole risk and without liability or legal exposure to Design- Builder or anyone working by or through Design-Builder, including Design Consultants of any tier (collectively the “Indemnified Parties”), and on the Owner’s obligation to provide the indemnity set forth in Section 5.5 herein. Such license authorizes Owner’s reuse of the Work Product in accordance with the provisions of subsection 287.055(10), Florida Statutes (2020).
Owner’s Limited License upon Owner’s Termination for Convenience or Design-Builder’s Election to Terminate. If Owner terminates this Agreement for its convenience as set forth in Article 9 hereof, or if Design-Builder elects to terminate this Agreement in accordance with Section 11.4 of the General Conditions of Contract, Design-Builder shall, upon Owner’s payment in full of the amounts due Design- Builder under the Contract Documents, grant Owner a limited license to use the Work Product to complete the Project and subsequently occupy the Project, and Owner shall thereafter have the same rights as set forth in Section 5.2 above, conditioned on the following:
1. Use of the Work Product is at Owner’s sole risk without liability, and
2. Owner agrees to pay Design-Builder the additional sum of Zero Dollars ($0) as compensation for the right to use the Work Product to complete the Project and subsequently use the Work Product in accordance with Section 5.2 if Owner resumes the Project through its employees, agents, or third parties.
Owner’s Limited License upon Design-Builder's Default. If this Agreement is terminated due to Design-Builder's default pursuant to Section 11.2 of the General Conditions of Contract, then Design- Builder grants Owner a limited license to use the Work Product to complete the Project and subsequently occupy the Project, and Owner shall thereafter have the same rights and obligations as set forth in Section
5.2 above. Notwithstanding the preceding sentence, if it is ultimately determined that Design-Builder was not in default, Owner shall be deemed to have terminated the Agreement for convenience, and Design- Builder shall be entitled to the rights and remedies set forth in Section 5.3 above.
.Owner’s Use of Work Product. Owner recognizes that in the event of an early termination of the Work, whether for convenience or for cause, Design Builder will not have the opportunity to finish or to finalize its Work Product. Therefore, if Owner uses the Work Product, in whole or in part, or alter the Work Product, it waives any and all claims against Design Builder.

Article 6

Contract Time

Date of Commencement. The Phase 1 Services shall commence within five (5) days of Design- Builder’s receipt of Owner’s Notice to Proceed unless the parties mutually agree otherwise in writing. The Work shall commence within five (5) days of Design-Builder’s receipt of Owner’s Notice to Proceed for Phase 2 Services (“Date of Commencement”) if the Proposal is accepted and the Contract Price Amendment is amended to this Agreement unless the parties mutually agree otherwise in writing.
Substantial Completion and Final Completion.
1. Substantial Completion of the entire Work shall be achieved no later than TBD ( TBD ) calendar days after the Date of Commencement (“Scheduled Substantial Completion Date”).
2. Interim milestones and/or Substantial Completion of identified portions of the Work shall be achieved as follows: Phase 1 services shall be completed to the point of a first-draft Phase 2 proposal (approximately 30% design) within one hundred (100) calendar days after Phase 1 Notice
  to Proceed. Substantial Completion of the Phase 2 Work shall be achieved within TBD ( TBD ) calendar days after Phase 2 Notice to Proceed.
3. Final Completion of the Work or identified portions of the Work shall be achieved within
  TBD ( TBD ) calendar days after Substantial Completion. Final Completion is the date when all Work is complete pursuant to the definition of Final Completion set forth in Section 1.2.7 of the General Conditions of Contract.
4. All of the dates set forth in this Article 6 (“Contract Time(s)”) shall be subject to adjustment in accordance with the General Conditions of Contract.
Time is of the Essence. Owner and Design-Builder mutually agree that time is of the essence with respect to the dates and times set forth in the Contract Documents.
Liquidated Damages. Design-Builder understands that if the entire contract amount is not earned by the grant deadline, Owner will suffer loss of eligibility for grant reimbursement. Design-Builder agrees that if Substantial Completion is not attained by the September 3, 2025 , grant deadline (the “LD Date”), Design-Builder shall pay Owner the amount lost as liquidated damages. The Owner may deduct liquidated damages as described in this section from any unpaid amounts due to Design-Builder under this Agreement. Any liquidated damages not deducted or set-off from any unpaid amounts due to Design- Builder shall be payable to the Owner, at the demand of the Owner, together with interest from the date of the demand and at the maximum allowed interest rate.
Any liquidated damages assessed pursuant to this Agreement shall be in lieu of all liability for any and all extra costs, losses, expenses, claims, penalties, and any other damages, whether special or consequential, and of whatsoever nature, incurred by Owner which are occasioned by any delay in achieving Substantial Completion, Interim Milestone Dates (if any) or Final Completion.
Owner and Design-Builder agree that the maximum aggregate liability Design-Builder has for any liquidated damages that may be assessed under this Agreement shall be the amount of the contract remaining at the time of the grant deadline.

Article 7

Contract Price

Contract Price.
1. Owner shall pay Design-Builder in accordance with Article 6 of the General Conditions of Contract the sum of Two Hundred Ninety Five Thousand dollars ($ 295,000.00 ) for the Phase 1 Services, subject to adjustments made in accordance with the General Conditions of Contract. Unless otherwise provided in the Contract Documents, the Phase 1 Services compensation is deemed to include all sales, use, consumer and other taxes mandated by applicable Legal Requirements.
2. For Phase 2 Services, Owner shall pay Design-Builder in accordance with Article 6 of the General Conditions of Contract a contract price (“Contract Price”) equal to the Lump Sum amount set forth in Section 7.2 hereof or in the Contract Price Amendment, subject to any GMP established in Section 7.6 hereof or as set forth in the Contract Price Amendment and any adjustments made in accordance with the General Conditions of Contract.
Lump Sum. Owner shall pay Design-Builder in accordance with Article 6 of the General Conditions of Contract the sum of TBD Dollars ($ TBD ) (“Contract Price”) for the Work for Phase 2 Services, subject to adjustments made in accordance with the General Conditions of Contract. Unless otherwise provided in the Contract Documents, the Contract Price is deemed to include all sales, use, consumer and other taxes mandated by applicable Legal Requirements.
Markups for Changes. If the Contract Price requires an adjustment due to changes in the Work, and the cost of such changes is determined under Sections 9.4.1.3 or 9.4.1.4 of the General Conditions of Contract, the following markups shall be allowed on such changes:
1. For additive Change Orders, including additive Change Orders arising from both additive and deductive items, it is agreed that Design-Builder shall receive a Fee of 10% of the additional subcontractor cost up to the first $50,000 and 5% over $50,000, and 15% of the additional cost of self-performed work incurred for that Change Order.
2. For deductive Change Orders, including deductive Change Orders arising from both additive and deductive items, it is agreed that Design-Builder shall receive a reduction in Fee of 10% of the net reduction in subcontractor cost up to the first $50,000 and 5% over $50,000, and 15% of the net reduction in cost of self-performed work for that Change Order.

The Guaranteed Maximum Price.
1. Design-Builder guarantees that it shall not exceed the GMP of TBD Dollars ($TBD ). Documents used as a basis for the GMP shall be identified in the Contract Price Amendment to this Agreement. Design-Builder does not guarantee any specific line item provided as part of the GMP, and has the sole discretion to apply payment due to overruns in one line item to savings due to underruns in any other line item. Design-Builder agrees, however, that it will be responsible for paying all costs of completing the Work which exceed the GMP, as adjusted in accordance with the Contract Documents. (While the Contract Price Amendment will be developed in advance or concurrently with the execution of this Agreement, it is recommended that such exhibit include the items set forth in Section 2.3 above, to ensure that the basis for the GMP is well understood).
2. The GMP includes a Contingency in the amount of TBD Dollars ($TBD) which is available for Design-Builder’s exclusive use for unanticipated costs it has incurred that are not the basis for a Change Order under the Contract Documents. By way of example, and not as a limitation, such costs may include: (a) trade buy-out differentials; (b) overtime or acceleration; (c) escalation of materials; (d) correction of defective, damaged or nonconforming Work, design errors or omissions, however caused; (e) Subcontractor defaults; or (f) those events under Section 8.2.2 of the General Conditions of Contract that result in an extension of the Contract Time but do not result in an increase in the Contract Price. The Contingency is not available to Owner for any reason, including changes in scope or any other item which would enable Design-Builder to increase the GMP under the Contract Documents. Design-Builder shall provide Owner notice of all anticipated charges against the Contingency, and shall provide Owner as part of the monthly status report required by Section 2.1.2 of the General Conditions of Contract an accounting of the Contingency, including all reasonably foreseen uses or potential uses of the Contingency in the upcoming three (3) months. Design-Builder agrees that with respect to any expenditure from the Contingency relating to a Subcontractor default or an event for which insurance or bond may provide reimbursement, Design-Builder will in good faith exercise reasonable steps to obtain performance from the Subcontractor and/or recovery from any surety or insurance company. Design-Builder agrees that if Design-Builder is subsequently reimbursed for said costs, then said recovery will be credited back to the Contingency.
3. Savings.
  1. If the sum of the actual Cost of the Work and Design-Builder’s Fee (and, if applicable, any prices established under Section 7.1.3 hereof) is less than the GMP, as such GMP may have been adjusted over the course of the Project, the difference (“Savings”) shall be reinvested in the project, if practicable, or if not practicable shared as follows:
    
    fifty percent ( 50%) to Design-Builder and
    fifty percent (50%) to Owner.
  2. Savings shall be calculated and paid as part of Final Payment under Section 8.4 hereof, with the understanding that to the extent Design-Builder incurs costs after Final Completion which would have been payable to Design-Builder as a Cost of the Work, the parties shall recalculate the Savings in light of the costs so incurred, and Design-Builder shall be paid by Owner accordingly.
Allowance Items and Allowance Values.
1. Any and all Allowance Items, as well as their corresponding Allowance Values, are set forth in the Contract Price Amendment or the Proposal.
2. Design-Builder and Owner have worked together to review the Allowance Items and Allowance Values based on design information then available to determine that the Allowance Values constitute reasonable estimates for the Allowance Items. Design-Builder and Owner will continue working closely together during the preparation of the design to develop Construction Documents consistent with the Allowance Values. Nothing herein is intended in any way to constitute a guarantee by Design-Builder that the Allowance Item in question can be performed for the Allowance Value.
3. No work shall be performed on any Allowance Item without Design-Builder first obtaining in writing advanced authorization to proceed from Owner. Owner agrees that if Design-Builder is not provided written authorization to proceed by the date set forth in the Project schedule, due to no fault of Design-Builder, Design-Builder may be entitled to an adjustment of the Contract Time(s) and Contract Price.
4. The Allowance Value includes the direct cost of labor, materials, equipment, transportation, taxes, and insurance associated with the applicable Allowance Item. All other costs, including design fees, Design-Builder’s overall project management and general conditions costs, overhead and Fee, are deemed to be included in the original Contract Price, and are not subject to adjustment notwithstanding the actual amount of the Allowance Item.
5. Whenever the actual costs for an Allowance Item is more than or less than the stated Allowance Value, the Contract Price shall be adjusted accordingly by Change Order, subject to Section 7.7.4. The amount of the Change Order shall reflect the difference between actual costs incurred by Design-Builder for the particular Allowance Item and the Allowance Value.

Article 8

Procedure for Payment

Payment for Preliminary Services. Design-Builder and Owner agree upon the following method for partial and final payment to Design-Builder for the services hereunder:
Contract Price Progress Payments.
1. Design-Builder shall submit to Owner on the last day of each month, beginning with the first month after the Date of Commencement, Design-Builder’s Application for Payment in accordance with Article 6 of the General Conditions of Contract.
2. Owner shall make payment within ten (10) days after Owner’s receipt of each properly submitted and accurate Application for Payment in accordance with Article 6 of the General Conditions of Contract, but in each case less the total of payments previously made, and less amounts properly withheld under Section 6.3 of the General Conditions of Contract.
3. If Design-Builder’s Fee under Section 7.4 hereof is a fixed amount, the amount of Design- Builder’s Fee to be included in Design-Builder’s monthly Application for Payment and paid by Owner shall be proportional to the percentage of the Work completed, less payments previously made on account of Design-Builder’s Fee.
Retainage on Progress Payments.
1. Owner will retain five percent (5%) of each Application for Payment provided, however, that when fifty percent (50%) of the Work has been satisfactorily completed by Design-Builder and Design-Builder is otherwise in compliance with its contractual obligations, Owner will not retain any additional retention amounts from Design-Builder’s subsequent Applications for Payment. Owner will also reasonably consider reducing retainage for Subcontractors completing their work early in the Project.
2. Within fifteen (15) days after Substantial Completion of the entire Work or, if applicable, any portion of the Work, pursuant to Section 6.6 of the General Conditions of Contract, Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to: (a) the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion; and (b) all other amounts Owner is entitled to withhold pursuant to Section 6.3 of the General Conditions of Contract.
Final Payment. Design-Builder shall submit its Final Application for Payment to Owner in accordance with Section 6.7 of the General Conditions of Contract. Owner shall make payment on Design- Builder’s properly submitted and accurate Final Application for Payment (less any amount the parties may have agreed to set aside for warranty work) within ten (10) days after Owner’s receipt of the Final Application for Payment, provided that: (a) Design-Builder has satisfied the requirements for final payment set forth in Section 6.7.2 of the General Conditions of Contract.
Interest. Payments due and unpaid by Owner to Design-Builder, whether progress payments or final payment, shall bear interest commencing five (5) days after payment is due at the rate of percent (1%) per month until paid.
Record Keeping and Finance Controls. Design-Builder acknowledges that this Agreement is to be administered on an “open book” arrangement relative to Costs of the Work. Design-Builder shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management, using accounting and control systems in accordance with generally accepted accounting principles and as may be provided in the Contract Documents. During the performance of the Work and for a period of three

(3) years after Final Payment, Owner and Owner’s accountants shall be afforded access to, and the right to audit from time to time, upon reasonable notice, Design-Builder’s records, books, correspondence, receipts, subcontracts, purchase orders, vouchers, memoranda, and other data relating to the Work, all of which Design-Builder shall preserve for a period of three (3) years after Final Payment. Such inspection shall take place at Design-Builder’s offices during normal business hours unless another location and time is agreed to by the parties. Any multipliers or markups agreed to by the Owner and Design-Builder as part of this Agreement are only subject to audit to confirm that such multiplier or markup has been charged in accordance with this Agreement, but the composition of such multiplier or markup is not subject to audit. Any lump sum agreed to by the Owner and Design-Builder as part of this Agreement is not subject to audit.

Article 9

Termination for Convenience

Upon ten (10) days’ written notice to Design-Builder, Owner may, for its convenience and without cause, elect to terminate this Agreement. In such event, Owner shall pay Design-Builder for the following:
1. All services performed and Work executed and for proven loss, cost, or expense in connection with the services and Work;
2. The reasonable costs and expenses attributable to such termination, including demobilization costs and amounts due in settlement of terminated contracts with Subcontractors and Design Consultants; and
3. (Choose one of the following:)
  
  The fair and reasonable sums for overhead and profit on the sum of items 9.1.1 and
  9.1.2 above.
  
  or
  
  Overhead and profit in the amount of percent ( %) on the sum of items 9.1.1 and 9.1.2 above.
NOT USED.
If Owner terminates this Agreement pursuant to Section 9.1 above and proceeds to design and construct the Project through its employees, agents or third parties, Owner’s rights to use the Work Product shall be as set forth in Section 5.3 hereof. Such rights may not be transferred or assigned to others without such third parties’ agreement to the terms of Article 5.

Article 10

Representatives of the Parties

Owner’s Representatives.
1. Owner designates the individual listed below as its Senior Representative (“Owner Senior Representative”), which individual has the authority and responsibility for avoiding and resolving disputes under Section 10.2.3 of the General Conditions of Contract:
  
  Dave Sanford
  Deputy Executive Director Manatee County Port Authority 300 Tampa Bay Way, Suite 1
  Palmetto, FL 34221
  Direct: (941) 713-3793
  Email: dsanford@seaportmanatee.com.
2. Owner designates the individual listed below as its Owner’s Representative, which individual has the authority and responsibility set forth in Section 3.4 of the General Conditions of Contract:
  George F. Isiminger, P.E.
  Senior Director of Engineering and Construction Manatee County Port Authority
  300 Tampa Bay Way, Suite 1
  Palmetto, FL 34221
  Direct: (941) 721-2330
  Cell: (941) 650-3451
  Email: gisiminger@seaportmanatee.com.
Design-Builder’s Representatives.
1. Design-Builder designates the individual listed below as its Senior Representative (“Design-Builder’s Senior Representative”), which individual has the authority and responsibility for avoiding and resolving disputes under Section 10.2.3 of the General Conditions of Contract: )
  
  John J. Cox III President
  Halfacre Construction Co 7015 Professional Pkwy
  Sarasota FL 34240
  941-907-9099
  jackcox@halfacreco.com_
2. Design-Builder designates the individual listed below as its Design-Builder’s Representative, which individual has the authority and responsibility set forth in Section 2.1.1 of the General Conditions of Contract:

Reed Giasson V.P.

Halfacre Construction Co 7015 Professional Pkwy

Sarasota FL 34240

941-907-9099

Cell: 941-302-0699

rgiasson@halfacreco.com

Article 11

Bonds and Insurance

Insurance. Design-Builder and Owner shall procure the insurance coverages set forth in the Insurance Exhibit attached hereto and in accordance with Article 5 of the General Conditions of Contract.
Bonds and Other Performance Security. Design-Builder shall provide the following performance bond and labor and material payment bond or other performance security:

Performance Bond.

Required Not Required

Payment Bond.

Required Not Required Other Performance Security.

Required Not Required

Article 12

Other Provisions

Other provisions, if any, are as follows:
1. Owner has a firm budget limit. The budget limit is $4,299,735 (grant plus match). Owner desires to spend right up to the budget to maximize the benefit without spending over the budget.
2. The Project is funded in part from the proceeds of a grant(s) from the Florida Department of Transportation. This grant funding is conditioned in part on the Design-Builder meeting the following requirements:
  1. DBE Policy: The contractor and subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The Design-Builder shall carry out applicable requirements of 49 CFR part 26 in the award and administration of this Agreement. Failure by the Design-Builder to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such remedy as the Owner deems appropriate.
  2. Design-Builder understands that the grant funding is dependent on completion of Work within the Contract Times and the Milestones and the Design-Builder agrees to complete the Work within the Agreement Times and Milestones. Should the Design-Builder fail to complete the Work within the Agreement Times and Milestones, the Design-Builder agrees the provisions of Article 6 above shall apply.
  3. No member, officer or employee of Design-Builder during this Agreement or 2 years thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof. Moreover, this provision must be inserted in any subcontracts for the Work.
  4. Design-Builder shall not employ unauthorized aliens in violation of section 274(e) of the Immigration and Naturalization Act. If Design-Builder knowingly employs unauthorized aliens, such violation will be cause for unilateral cancellation of this Agreement .
  5. To the fullest extent permitted by law, the Design-Builder shall indemnify and hold harmless the Owner 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 Agreement and person employed or utilized by the Design-Builder in the performance of this Agreement. This indemnification provision shall survive termination of this Agreement. Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the State of Florida and the Owner’s sovereign immunity.
  6. Design-Builder agrees to include the above provision (12.1.2.5) in its subcontracts for those who perform Work in connection with this Agreement.
  7. In addition to any requirements listed above, Design-Builder acknowledges its review of FDOT Grant #G1P32 and agrees to strictly comply with all of the terms and conditions of FDOT Grant #G1P32.
3. Port Manatee is regulated under the provision of the Maritime Transportation Security Act of 2002. Individuals accessing the port must comply with the provision of the applicable regulations and the associated elements of Port Manatee’s approved Facility Security Plan. These provisions include obtaining a federal Transportation Workers Identification Credential (TWIC), which requires submission to federal security screening. Information on the TWIC enrollment process is available at www.tsa.gov/twic.
4. Assignment of Contract - Unless expressly agreed to elsewhere in the Agreement, no assignment by a party hereto of any rights under or interests in the Agreement will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. Notwithstanding the foregoing, the Owner may assign this Agreement to the State of Florida for any political subdivision, municipality, special district, or authority thereof without Design- Builder’s consent and without recourse.
5. Successors and Assigns
  1. Owner and Design-Builder each binds itself, its successors, assigns, and legal representatives to the other party hereto, its successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Agreement.
  2. This Agreement is solely for the benefit of the parties and no right or privilege or cause of action shall by reason hereof accrue upon to, or for the benefit of any third
    party. Nothing in this Agreement is intended or will be construed to confer upon or give any person, corporation, partnership, trust, private entity, or agency any right, remedy, or claim under or by reason of this Agreement or any provisions or conditions of this Agreement.
6. Severability
  1. Any provision or part of the Agreement held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Design-Builder, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.
  2. Neither the validity of this Agreement nor the validity of any portion of it may be challenged by any party to this Agreement, and each party waives any right to initiate such challenge. Furthermore, if this Agreement or any portion is challenged by a third party in a judicial, administrative, or appellate proceeding (each party covenanting with the other party not to initiate, encourage, foster, promote, cooperate with or acquiesce to such challenge), the parties collectively and individually agree, at their individual sole cost and expense, to defend in good faith its validity through a final judicial determination or other resolution, unless all parties mutually agree in writing not to defend such challenge or not to appeal any decisions invalidating this Agreement or portion thereof.
7. Contractor’s Certifications
  1. Design-Builder certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Agreement. For the purposes of this Paragraph:
    1. “corrupt practice” means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the bidding process or in the Agreement execution;
    2. “fraudulent practice” means an intentional misrepresentation of facts made (a) to influence the bidding process or the execution of the Agreement to the detriment of Owner, (b) to establish Bid or Contract prices at artificial non- competitive levels, or (c) to deprive Owner of the benefits of free and open competition;
    3. “collusive practice” means a scheme or arrangement between two or more Bidders, with or without the knowledge of Owner, a purpose of which is to establish prices at artificial, non-competitive levels; and
    4. “coercive practice” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Agreement.
  2. Design-Builder shall pay promptly and before final payment, any claims or liens incurred in and about this work, and to execute a Contractor’s affidavit for final payment.
8. The Owner and Design-Builder agree that this Agreement shall be governed by applicable Florida Law. Venue for any legal action in connection with this Contract shall be in the Circuit Court of the Twelfth Judicial Circuit in and for Manatee County. In any claim dispute procedure or litigation arising from this Agreement, each party shall be solely responsible for paying its attorney’s fees and costs.
9. Each party to this Agreement has had the benefit of representation by counsel and equal input into drafting this Agreement such that no provision of this Agreement shall be strictly construed against one party as the draft of the Agreement.
  1. The headings and captions of articles, sections and paragraphs used in this Agreement are for convenience of reference only and are not intended to define or limit their contents, nor are they to affect the construction of or be taken into consideration in interpreting this Agreement.
  2. The Design-Builder recognized the Owner is a public agency subject to the Public Records Act of Florida and agrees to comply with section 13.20 of the General Conditions. The Design-Builder agree that, at any time during the Agreement, the Design-Builder will allow and provide the Owner access to all of the documents, papers, letter, or other materials made or received by the Design-Builder in conjunction with the Agreement and Work. Should the Design-Builder fail to provide prompt access to these documents in response to the Owner’s request, the Owner may unilaterally cancel the Agreement.
  3. Design-Builder has reviewed and agreed to comply with the applicable Port Manatee Tariff provisions available online at https://www.portmanatee.com/wp- content/uploads/2018/05/Tariff.pdf. Any conflict between a Tariff provision and this Agreement, this Agreement shall prevail.

Article 13

Limitation of Liability

13.1 Limitation. To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of Design-Builder, its Design Consultants, and Subcontractors, surety (if any) and their respective officers, directors, employees, and agents, and any of them, to Owner and anyone claiming by, through or under Owner, shall not be limited for any and all claims, losses, liabilities, costs, or damages whatsoever arising out of, resulting from, or in any way related to, the Project or this Agreement from any cause, including but not limited to the negligence, indemnity, professional errors or omissions, strict liability, breach of contract, or warranty (express or implied). The parties agree that specific consideration has been given by the Design-Builder for this limitation and that it is deemed adequate.

In executing this Agreement, Owner and Design-Builder each individually represents that it has the necessary financial resources to fulfill its obligations under this Agreement, and each has the necessary corporate approvals to execute this Agreement, and perform the services described herein.

OWNER: DESIGN-BUILDER:

Manatee Count Port Authorit H

(Name of Owner)

(Signature)

(Printed Name)

Chairman

(Title)

Date: _

Warehouse 6 Modernization Progressive Design-Build Progressive Design-Build Agreement

Page 17 of 17

(Signature)

John J. Cox 111_· _

(Printed Name)

President _

(Title)

Proposal, Performance, and Payment Bond Instructions and Forms

Offerors are not required to provide a Proposal Bond upon being shortlisted for this Procurement
The selected Design-Builder will be required to provide the following bonds for this Project: Payment Bond in the amount of $4,500,000.
Performance Bond in the amount of $4,500,000.
Offerors must submit a statement from their bonding company that the Offeror can meet the bonding requirements set forth above.
The Payment and Performance Bond(s) shall be in the form attached hereto.
The bonds shall remain in effect until one year after the date the project is accepted by the Owner.
All bonds shall be in the form prescribed by the Contract except as provided otherwise by Laws or Regulations, and shall be executed by such sureties as are named in “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies” as published in Circular 570 (as amended and supplemented) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. A bond signed by an agent or attorney-in-fact must be accompanied by a certified copy of that individual’s authority to bind the surety. The evidence of authority shall show that it is effective on the date the agent or attorney-in-fact signed the accompanying bond.
Contractor shall obtain the required bonds from surety companies that are duly licensed or authorized in the state of Florida.

5. If the surety on a bond furnished by Contractor is declared bankrupt or becomes insolvent, or its right to do business is terminated in any state or jurisdiction where any part of the Project is located, or the surety ceases to meet the requirements above, then Contractor shall promptly notify Authority and Engineer and shall, within 20 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the bond and surety requirements above.

Upon request, the Owner shall provide a copy of the payment bond to any Subcontractor, Supplier, or other person or entity claiming to have furnished labor or materials used in the performance of the Work.

RFQ-18-0-2020/GI Page 1
Manatee County Port Authority September 25, 2020
PORT MANATEE WAREHOUSE 6 MODERNIZATION PROGRESSIVE DESIGN-BUILD

SECTION 00 61 13.13 PERFORMANCE BOND
CONTRACTOR (name, address, and telephone number): SURETY (name, address of principal place of business, and
telephone number):

OWNER (name, address, and telephone number):
Manatee County Port Authority 300 Tampa Bay Way
Palmetto, FL 34221
(941) 722-6621
CONSTRUCTION CONTRACT
Effective Date of the Agreement:
Amount:
Description (name and location): WAREHOUSE 6 MODERNIZATION PROGRESSIVE DESIGN-BUILD Contract Number:
BOND
Bond Number:
Date (not earlier than the Effective Date of the Agreement of the Construction Contract):
Amount:
Modifications to this Bond Form: None See Paragraph 16

Surety and Contractor, intending to be legally bound hereby, subject to the terms set forth below, do each cause this Performance Bond to be duly executed by an authorized officer, agent, or representative.

CONTRACTOR AS PRINCIPAL SURETY

                          (seal)             (seal)
Contractor’s Name and Corporate Seal Surety’s Name and Corporate Seal

By: By:
Signature Signature (attach power of attorney)

Print Name Print Name

Title Title

Attest: Attest:
Signature Signature

Title Title
IMPORTANT: Surety companies executing bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the state of Florida.
Notes: (1) Provide supplemental execution by any additional parties, such as joint venturers. (2) Any singular reference to Contractor, Surety, Owner, or other party shall be considered plural where applicable.
01103258-1 This Section is a MODIFIED version of EJCDC® C-610, Copyright © 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.
PORT MANATEE                                                      WAREHOUSE 6 MODERNIZATION PROGRESSIVE DESIGN-BUILD
1. The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors, and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference.
2. If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Paragraph 3.
3. If there is no Owner Default under the Construction Contract, the Surety’s obligation under this Bond shall arise after:
  1. The Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor, and Surety to discuss the Contractor’s performance. If the Owner does not request a conference, the Surety may, within five (5) business days after receipt of the Owner’s notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Paragraph 3.1 will be held within ten (10) business days of the Surety’s receipt of the Owner’s notice. If the Owner, the Contractor, and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement does not waive the Owner’s right, if any, subsequently to declare a Contractor Default;
  2. The Owner declares a Contractor Default, terminates the Construction Contract and notifies the Surety; and
  3. The Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract.
4. Failure on the part of the Owner to comply with the notice requirement in Paragraph 3.1 does not constitute a failure to comply with a condition precedent to the Surety’s obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice.
5. When the Owner has satisfied the conditions of Paragraph 3, the Surety shall promptly and at the Surety’s expense take one of the following actions:
  1. Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract;
  2. Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors;
  3. Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owners concurrence, to be secured with performance and payment bonds executed
    by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Paragraph 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or
  4. Waive its right to perform and complete, arrange for completion, or obtain a new contractor, and with reasonable promptness under the circumstances:
    1. After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner; or
    2. Deny liability in whole or in part and notify the Owner, citing the reasons for denial.
6. If the Surety does not proceed as provided in Paragraph 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Paragraph 5.4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner.
7. If the Surety elects to act under Paragraph 5.1, 5.2, or 5.3, then the responsibilities of the Surety to the Owner will not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety will not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication for:
  1. the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract;
  2. additional legal, design professional, and delay costs resulting from the Contractor’s Default, and resulting from the actions or failure to act of the Surety under Paragraph 5; and
  3. liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non-performance of the Contractor.
8. If the Surety elects to act under Paragraph 5.1, 5.3, or 5.4, the Surety’s liability is limited to the amount of this Bond.
9. The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price will not be reduced or set off on account of any such unrelated obligations. No right of action will accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors, and assigns.
  
  01103258-1
10. The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders, and other obligations.
11. Any proceeding, legal or equitable, under this Bond must be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and must be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever occurs first. If the provisions of this paragraph are void or prohibited by law, the minimum periods of limitations available to sureties as a defense in the jurisdiction of the suit shall be applicable.
12. Notice to the Surety, the Owner, or the Contractor must be mailed or delivered to the address shown on the page on which their signature appears.
13. When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement will be deemed deleted therefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond will be construed as a statutory bond and not as a common law bond.
14. Definitions
  1. Balance of the Contract Price: The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made including allowance for the Contractor for any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract.
15. If this Bond is issued for an agreement between a contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor.
16. Modifications to this Bond are as follows: Telephone Numbers, Bond Number, Contract Number were added (in compliance with section 255.05(1)(a), Florida Statutes), and “IMPORTANT: Surety companies executing bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the state of Florida” was added.

END OF SECTION 00 61 13.13

01103258-1

# Date ISSUED FOR BIDDING PERFORMANCE BOND FORM 00 61 13.13 - 3 of 4

SECTION 00 61 13.16 PAYMENT BOND FORM

CONTRACTOR (name, address, and telephone number):

SURETY (name, address of principal place of business, and telephone number):

OWNER (name address, and telephone number):

Manatee County Port Authority 300 Tampa Bay Way

Palmetto, FL 34221

(941) 722-6621

CONSTRUCTION CONTRACT

Effective Date of the Agreement:

Amount:

Description (name and location): WAREHOUSE 6 MODERNIZATION PROGRESSIVE DESIGN-BUILD

Contract Number: BOND

Bond Number:

Date (not earlier than the Effective Date of the Agreement of the Construction Contract):

Amount:

Modifications to this Bond Form: None ee Paragraph 18

Surety and Contractor, intending to be legally bound hereby, subject to the terms set forth below, do each cause this Payment Bond to be duly executed by an authorized officer, agent, or representative.

CONTRACTOR AS PRINCIPAL SURETY

(seal) (seal)

Contractor’s Name and Corporate Seal Surety’s Name and Corporate Seal

By: By:

Signature Signature (attach power of attorney)

Print Name Print Name

Title Title

Attest: Attest:

Signature Signature

Title Title

01103260-1 This Section is a MODIFIED version of EJCDC® C-615, Copyright © 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

# Date ISSUED FOR BIDDING PAYMENT BOND FORM

PORT MANATEE WAREHOUSE 6 MODERNIZATION PROGRESSIVE DESIGN-BUILD

IMPORTANT: Surety companies executing bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the state of Florida.

Notes: (1) Provide supplemental execution by any additional parties, such as joint venturers. (2) Any singular reference to Contractor, Surety, Owner, or other party shall be considered plural where applicable.

01103260-1

PAYMENT BOND FORM # Date ISSUED FOR BIDDING

PORT MANATEE WAREHOUSE 6 MODERNIZATION PROGRESSIVE DESIGN-BUILD

The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors, and assigns to the Owner to pay for labor, materials, and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms.
If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies, and holds harmless the Owner from claims, demands, liens, or suits by any person or entity seeking payment for labor, materials, or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond.
If there is no Owner Default under the Construction Contract, the Surety’s obligation to the Owner under this Bond will arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Paragraph 13) of claims, demands, liens, or suits against the Owner or the Owner’s property by any person or entity seeking payment for labor, materials, or equipment furnished for use in the performance of the Construction Contract, and tendered defense of such claims, demands, liens, or suits to the Contractor and the Surety.
When the Owner has satisfied the conditions in Paragraph 3, the Surety shall promptly and at the Surety’s expense defend, indemnify, and hold harmless the Owner against a duly tendered claim, demand, lien, or suit.
The Surety’s obligations to a Claimant under this Bond will arise after the following:
1. Claimants who do not have a direct contract with the Contractor,
  1. have furnished a written notice of non- payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and
  2. have sent a Claim to the Surety (at the address described in Paragraph 13).
2. Claimants who are employed by or have a direct contract with the Contractor have sent a Claim to the Surety (at the address described in Paragraph 13).
If a notice of non-payment required by Paragraph 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant’s obligation to furnish a written notice of non- payment under Paragraph 5.1.1.
When a Claimant has satisfied the conditions of Paragraph 5.1 or 5.2, whichever is applicable, the Surety must promptly and at the Surety’s expense take the following actions:
1. Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and
2. Pay or arrange for payment of any undisputed amounts.
3. The Surety’s failure to discharge its obligations under Paragraph 7.1 or 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Paragraph 7.1 or 7.2, the Surety shall indemnify the Claimant for the reasonable attorney’s fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant.
The Surety’s total obligation will not exceed the amount of this Bond, plus the amount of reasonable attorney’s fees provided under Paragraph 7.3, and the amount of this Bond will be credited for any payments made in good faith by the Surety.
Amounts owed by the Owner to the Contractor under the Construction Contract will be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfying obligations of the Contractor and Surety under this Bond, subject to the Owner’s priority to use the funds for the completion of the work.
The Surety will not be liable to the Owner, Claimants, or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to or give notice on behalf of Claimants, or otherwise have any obligations to Claimants under this Bond.
The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders, and other obligations.
No suit or action will be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Paragraph 5.1.2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of (1) or (2) first occurs. If the provisions of this paragraph are void or prohibited by law,
PORT MANATEE WAREHOUSE 6 MODERNIZATION PROGRESSIVE DESIGN-BUILD

the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit will be applicable.
Notice and Claims to the Surety, the Owner, or the Contractor will be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, will be sufficient compliance as of the date received.
When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement will be deemed deleted therefrom and provisions conforming to such statutory or other legal requirement will be deemed incorporated herein. When so furnished, the intent is that this Bond will be construed as a statutory bond and not as a common law bond.
Upon requests by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made.
Definitions
1. Claim: A written statement by the Claimant including at a minimum:
  1. The name of the Claimant;
  2. The name of the person for whom the labor was done, or materials or equipment furnished;
  3. A copy of the agreement or purchase order pursuant to which labor, materials, or equipment was furnished for use in the performance of the Construction Contract;
  4. A brief description of the labor, materials, or equipment furnished;
  5. The date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract;
  6. The total amount earned by the Claimant for labor, materials, or equipment furnished as of the date of the Claim;
  7. The total amount of previous payments received by the Claimant; and
  8. The total amount due and unpaid to the Claimant for labor, materials, or equipment furnished as of the date of the Claim.
  END OF SECTION 00 61 13.16
If this Bond is issued for an agreement between a contractor and subcontractor, the term Contractor in this Bond will be deemed to be Subcontractor and the term Owner will be deemed to be Contractor.
Modifications to this Bond are as follows: Telephone Numbers, Bond Number, Contract Number were added (in compliance with section 255.05(1)(a), Florida Statutes), and “IMPORTANT: Surety companies executing bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State of Florida” was added

Financial Project Number(s):

(item-segment-phase-sequence)

Fund(s):

444277-1-94-02 Work Activity Code/Function:

Federal Number/Federal Award

PORT FLAIR Category:

215 Object Code:

Org. Code:

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

088794

751000

55012020129

VF596000727160

Contract Number: G1P32 Federal Award Date:

CFDA Number:

CFDA Title: CSFA Number: CSFA Title:

N/A

Agency DUNS Number:

01-973-

7399

N/A

55.005

Seaport Grant Program

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

_ 9/4/2020 I 3:26 PM EDT _, 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:

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.
Purpose of Agreement. The purpose of this Agreement is to provide for the Department’s participation in Port Manatee's warehouse modernization 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.
Program Area. For identification purposes only, this Agreement is implemented as part of the Department program area selected below (select all programs that apply):

Aviation
X Seaports Transit Intermodal
Rail Crossing Closure
Match to Direct Federal Funding (Aviation or Transit)
(Note: Section 15 and Exhibit G do not apply to federally matched funding)
Other
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
X *Exhibit C: Terms and Conditions of Construction
X Exhibit D: Agency Resolution
X Exhibit E: Program Specific Terms and Conditions
X Exhibit F: Contract Payment Requirements
X *Exhibit G: Audit Requirements for Awards of State Financial Assistance

*Exhibit H: Audit Requirements for Awards of Federal Financial Assistance
*Additional Exhibit(s):

*Indicates that the Exhibit is only attached and incorporated if applicable box is selected.
Time. Unless specified otherwise, all references to “days” within this Agreement refer to calendar days.
Term of Agreement. This Agreement shall commence upon full execution by both Parties (“Effective Date”) and continue through May 31, 2024. 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.
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.
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.
Project Cost:
1. The estimated total cost of the Project is $4,500,000. This amount is based upon Exhibit "B", Schedule of Financial Assistance. The timeline for deliverables and distribution of estimated amounts between deliverables within a grant phase, as outlined in Exhibit "B", Schedule of Financial Assistance, may be modified by mutual written agreement of the Parties and does not require execution of an Amendment to the Public Transportation Grant Agreement. The timeline for deliverables and distribution of estimated amounts between grant phases requires an amendment executed by both Parties in the same form as this Agreement.
2. The Department agrees to participate in the Project cost up to the maximum amount of
  $2,250,000 and, the Department’s participation in the Project shall not exceed 50.00% of the total eligible cost of the Project, and as more fully described in Exhibit “B’’, Schedule of Financial Assistance. The Agency agrees to bear all expenses in excess of the amount of the Department’s participation and any cost overruns or deficits involved.
Compensation and Payment:
1. Eligible Cost. The Department shall reimburse the Agency for allowable costs incurred as described in Exhibit “A”, Project Description and Responsibilities, and as set forth in Exhibit “B”, Schedule of Financial Assistance.
2. Deliverables. The Agency shall provide quantifiable, measurable, and verifiable units of deliverables. Each deliverable must specify the required minimum level of service to be performed and the criteria for evaluating successful completion. The Project and the quantifiable, measurable, and verifiable units of deliverables are described more fully in Exhibit “A”, Project Description and Responsibilities. Modifications to the deliverables in Exhibit “A”, Project Description and Responsibilities requires a formal written amendment.
3. Invoicing. Invoices shall be submitted no more often than monthly by the Agency in detail sufficient for a proper pre-audit and post-audit, based on the quantifiable, measurable, and verifiable deliverables as established in Exhibit “A”, Project Description and Responsibilities. Deliverables and costs incurred must be received and approved by the Department prior to reimbursement. Requests for reimbursement by the Agency shall include an invoice, progress report, and supporting documentation for the deliverables being billed that are acceptable to the Department. The Agency shall use the format for the invoice and progress report that is approved by the Department.
4. Supporting Documentation. Supporting documentation must establish that the deliverables were received and accepted in writing by the Agency and must also establish that the required minimum standards or level of service to be performed based on the criteria for evaluating successful completion as specified in Exhibit “A”, Project Description and Responsibilities has been met. All costs invoiced shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in proper detail the nature and propriety of charges as described in Exhibit “F”, Contract Payment Requirements.
5. Travel Expenses. The selected provision below is controlling regarding travel expenses:
  
  X Travel expenses are NOT eligible for reimbursement under this Agreement.
  
  Travel expenses ARE eligible for reimbursement under this Agreement. Bills for travel expenses specifically authorized in this Agreement shall be submitted on the Department’s Contractor Travel Form No. 300-000-06 and will be paid in accordance with Section 112.061, Florida Statutes, and the most current version of the Department’s Disbursement Handbook for Employees and Managers.
6. Financial Consequences. Payment shall be made only after receipt and approval of deliverables and costs incurred unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Chapters 215 and 216, Florida Statutes, or the Department’s Comptroller under Section 334.044(29), Florida Statutes. If the Department determines that the performance of the Agency is unsatisfactory, the Department shall notify the Agency of the deficiency to be corrected, which correction shall be made within a time- frame to be specified by the Department. The Agency shall, within thirty (30) days after notice from the Department, provide the Department with a corrective action plan describing how the Agency will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non- compliance. If the corrective action plan is unacceptable to the Department, the Agency will not be reimbursed. If the deficiency is subsequently resolved, the Agency may bill the Department for the amount that was previously not reimbursed during the next billing period. If the Agency is unable to resolve the deficiency, the funds shall be forfeited at the end of the Agreement’s term.
7. Invoice Processing. An Agency receiving financial assistance from the Department should be aware of the following time frames. Inspection or verification and approval of deliverables shall take no longer than 20 days from the Department’s receipt of the invoice. The Department has 20 days to deliver a request for payment (voucher) to the Department of Financial Services. The 20 days are measured from the latter of the date the invoice is received or the deliverables are received, inspected or verified, and approved.
  
  If a payment is not available within 40 days, a separate interest penalty at a rate as established pursuant to Section 55.03(1), Florida Statutes, will be due and payable, in addition to the invoice amount, to the Agency. Interest penalties of less than one (1) dollar will not be enforced unless the Agency requests payment. Invoices that have to be returned to an Agency because of Agency preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Department.
  
  A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for Agency who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 413-5516.
8. Records Retention. The Agency shall maintain an accounting system or separate accounts to ensure funds and projects are tracked separately. Records of costs incurred under the terms of this Agreement shall be maintained and made available upon request to the Department at all times during the period of this Agreement and for five years after final payment is made. Copies of these records shall be furnished to the Department upon request. Records of costs incurred include the Agency's general accounting records and the Project records, together with supporting documents and records, of the Contractor and all subcontractors performing work on the Project, and all other records of the Contractor and subcontractors considered necessary by the Department for a proper audit of costs.
9. Progress Reports. Upon request, the Agency agrees to provide progress reports to the Department in the standard format used by the Department and at intervals established by the Department. The Department will be entitled at all times to be advised, at its request, as to the status of the Project and of details thereof.
10. Submission of Other Documents. The Agency shall submit to the Department such data, reports, records, contracts, and other documents relating to the Project as the Department may require as listed in Exhibit "E", Program Specific Terms and Conditions attached to and incorporated into this Agreement.
11. Offsets for Claims. If, after Project completion, any claim is made by the Department resulting from an audit or for work or services performed pursuant to this Agreement, the Department may offset such amount from payments due for work or services done under any agreement that it has with the Agency owing such amount if, upon written demand, payment of the amount is not made within 60 days to the Department. Offsetting any amount pursuant to this paragraph shall not be considered a breach of contract by the Department.
12. Final Invoice. The Agency must submit the final invoice on the Project to the Department within 120 days after the completion of the Project. Invoices submitted after the 120-day time period may not be paid.
13. Department’s Performance and Payment Contingent Upon Annual Appropriation by the Legislature. The Department’s performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. If the Department's funding for this Project is in multiple fiscal years, a notice of availability of funds from the Department’s project manager must be received prior to costs being incurred by the Agency. See Exhibit “B”, Schedule of Financial Assistance for funding levels by fiscal year. Project costs utilizing any fiscal year funds are not eligible for reimbursement if incurred prior to funds approval being received. The Department will notify the Agency, in writing, when funds are available.
14. Limits on Contracts Exceeding $25,000 and Term more than 1 Year. In the event this Agreement is in excess of $25,000 and has a term for a period of more than one year, the provisions of Section 339.135(6)(a), Florida Statutes, are hereby incorporated:
  
  "The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract. The Department shall require a statement from the comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding 1 year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years; and this paragraph shall be incorporated verbatim in all contracts of the Department which are for an amount in excess of $25,000 and which have a term for a period of more than 1 year."
15. Agency Obligation to Refund Department. Any Project funds made available by the Department pursuant to this Agreement that are determined by the Department to have been expended by the Agency in violation of this Agreement or any other applicable law or regulation shall be promptly refunded in full to the Department. Acceptance by the Department of any documentation or certifications, mandatory or otherwise permitted, that the Agency files shall not constitute a waiver of the Department's rights as the funding agency to verify all information at a later date by audit or investigation.
16. Non-Eligible Costs. In determining the amount of the payment, the Department will exclude all Project costs incurred by the Agency prior to the execution of this Agreement, costs incurred after the expiration of the Agreement, costs that are not provided for in Exhibit “A”, Project Description and Responsibilities, and as set forth in Exhibit “B”, Schedule of Financial Assistance, costs agreed to be borne by the Agency or its contractors and subcontractors for not meeting the Project commencement and final invoice time lines, and costs attributable to goods or services received under a contract or other arrangement that has not been approved
  
  in writing by the Department. Specific unallowable costs may be listed in Exhibit “A”, Project Description and Responsibilities.
General Requirements. The Agency shall complete the Project with all practical dispatch in a sound, economical, and efficient manner, and in accordance with the provisions in this Agreement and all applicable laws.
1. Necessary Permits Certification. The Agency shall certify to the Department that the Agency’s design consultant and/or construction contractor has secured the necessary permits.
2. Right-of-Way Certification. If the Project involves construction, then the Agency shall provide to the Department certification and a copy of appropriate documentation substantiating that all required right-of-way necessary for the Project has been obtained. Certification is required prior to authorization for advertisement for or solicitation of bids for construction of the Project, even if no right-of-way is required.
3. Notification Requirements When Performing Construction on Department’s Right-of- Way. In the event the cost of the Project is greater than $250,000.00, and the Project involves construction on the Department’s right-of-way, the Agency shall provide the Department with written notification of either its intent to:
  1. Require the construction work of the Project that is on the Department’s right-of-way to be performed by a Department prequalified contractor, or
  2. Construct the Project utilizing existing Agency employees, if the Agency can complete said Project within the time frame set forth in this Agreement.
4. If this box is checked, then the Agency is permitted to utilize its own forces and the following provision applies: Use of Agency Workforce. In the event the Agency proceeds with any phase of the Project utilizing its own forces, the Agency will only be reimbursed for direct costs (this excludes general overhead).
5. If this box is checked, then the Agency is permitted to utilize Indirect Costs: Reimbursement for Indirect Program Expenses (select one):
  1. Agency has selected to seek reimbursement from the Department for actual indirect expenses (no rate).
  2. Agency has selected to apply a de minimus rate of 10% to modified total direct costs. Note: The de minimus rate is available only to entities that have never had a negotiated indirect cost rate. When selected, the de minimus rate must be used consistently for all federal awards until such time the agency chooses to negotiate a rate. A cost policy statement and de minimis certification form must be submitted to the Department for review and approval.
  3. Agency has selected to apply a state or federally approved indirect cost rate. A federally approved rate agreement or indirect cost allocation plan (ICAP) must be submitted annually.
6. Agency Compliance with Laws, Rules, and Regulations, Guidelines, and Standards. The Agency shall comply and require its contractors and subcontractors to comply with all terms and conditions of this Agreement and all federal, state, and local laws and regulations applicable to this Project.
7. Claims and Requests for Additional Work. The Agency shall have the sole responsibility for resolving claims and requests for additional work for the Project. The Agency will make
  
  best efforts to obtain the Department’s input in its decisions. The Department is not obligated to reimburse for claims or requests for additional work.
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.
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.
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.
Single Audit. The administration of Federal or State resources awarded through the Department to the Agency by this Agreement may be subject to audits and/or monitoring by the Department. The following requirements do not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of Federal awards or State financial assistance or limit the authority of any state agency inspector general, the State of Florida Auditor General, or any other state official. The Agency shall comply with all audit and audit reporting requirements as specified below.

Federal Funded:
1. In addition to reviews of audits conducted in accordance with 2 CFR Part 200, Subpart F – Audit Requirements, monitoring procedures may include but not be limited to on-site visits by Department staff and/or other procedures, including reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to Federal awards provided through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any
  
  inspections, reviews, investigations, or audits deemed necessary by the Department, State of Florida Chief Financial Officer (CFO), or State of Florida Auditor General.
2. The Agency, a non-Federal entity as defined by 2 CFR Part 200, Subpart F – Audit Requirements, as a subrecipient of a Federal award awarded by the Department through this Agreement, is subject to the following requirements:
  1. In the event the Agency expends a total amount of Federal awards equal to or in excess of the threshold established by 2 CFR Part 200, Subpart F – Audit Requirements, the Agency must have a Federal single or program-specific audit conducted for such fiscal year in accordance with the provisions of 2 CFR Part 200, Subpart F – Audit Requirements. Exhibit “H”, Audit Requirements for Awards of Federal Financial Assistance, to this Agreement provides the required Federal award identification information needed by the Agency to further comply with the requirements of 2 CFR Part 200, Subpart F – Audit Requirements. In determining Federal awards expended in a fiscal year, the Agency must consider all sources of Federal awards based on when the activity related to the Federal award occurs, including the Federal award provided through the Department by this Agreement. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by 2 CFR Part 200, Subpart F – Audit Requirements. An audit conducted by the State of Florida Auditor General in accordance with the provisions of 2 CFR Part 200, Subpart F – Audit Requirements, will meet the requirements of this part.
  2. In connection with the audit requirements, the Agency shall fulfill the requirements relative to the auditee responsibilities as provided in 2 CFR Part 200, Subpart F – Audit Requirements.
  3. In the event the Agency expends less than the threshold established by 2 CFR Part 200, Subpart F – Audit Requirements, in Federal awards, the Agency is exempt from Federal audit requirements for that fiscal year. However, the Agency must provide a single audit exemption statement to the Department at FDOTSingleAudit@dot.state.fl.us no later than nine months after the end of the Agency’s audit period for each applicable audit year. In the event the Agency expends less than the threshold established by 2 CFR Part 200, Subpart F – Audit Requirements, in Federal awards in a fiscal year and elects to have an audit conducted in accordance with the provisions of 2 CFR Part 200, Subpart F – Audit Requirements, the cost of the audit must be paid from non-Federal resources (i.e., the cost of such an audit must be paid from the Agency’s resources obtained from other than Federal entities).
  4. The Agency must electronically submit to the Federal Audit Clearinghouse (FAC) at https://harvester.census.gov/facweb/ the audit reporting package as required by 2 CFR Part 200, Subpart F – Audit Requirements, within the earlier of 30 calendar days after receipt of the auditor’s report(s) or nine months after the end of the audit period. The FAC is the repository of record for audits required by 2 CFR Part 200, Subpart F – Audit Requirements. However, the Department requires a copy of the audit reporting package also be submitted to FDOTSingleAudit@dot.state.fl.us within the earlier of 30 calendar days after receipt of the auditor’s report(s) or nine months after the end of the audit period as required by 2 CFR Part 200, Subpart F – Audit Requirements.
  5. Within six months of acceptance of the audit report by the FAC, the Department will review the Agency’s audit reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate action on all deficiencies has been taken pertaining to the Federal award provided through the Department by this Agreement. If the Agency fails to have an
    
    audit conducted in accordance with 2 CFR Part 200, Subpart F – Audit Requirements, the Department may impose additional conditions to remedy noncompliance. If the Department determines that noncompliance cannot be remedied by imposing additional conditions, the Department may take appropriate actions to enforce compliance, which actions may include but not be limited to the following:
    1. Temporarily withhold cash payments pending correction of the deficiency by the Agency or more severe enforcement action by the Department;
    2. Disallow (deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance;
    3. Wholly or partly suspend or terminate the Federal award;
    4. Initiate suspension or debarment proceedings as authorized under 2 C.F.R. Part 180 and Federal awarding agency regulations (or in the case of the Department, recommend such a proceeding be initiated by the Federal awarding agency);
    5. Withhold further Federal awards for the Project or program;
    6. Take other remedies that may be legally available.
  6. As a condition of receiving this Federal award, the Agency shall permit the Department or its designee, the CFO, or State of Florida Auditor General access to the Agency’s records, including financial statements, the independent auditor’s working papers, and project records as necessary. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is complete or the dispute is resolved.
  7. The Department’s contact information for requirements under this part is as follows: Office of Comptroller, MS 24
    605 Suwannee Street
    Tallahassee, Florida 32399-0450 FDOTSingleAudit@dot.state.fl.us
    
    State Funded:
    1. In addition to reviews of audits conducted in accordance with Section 215.97, Florida Statutes, monitoring procedures to monitor the Agency’s use of state financial assistance may include but not be limited to on-site visits by Department staff and/or other procedures, including reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to state financial assistance awarded through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, the Department of Financial Services (DFS), or State of Florida Auditor General.
    2. The Agency, a “nonstate entity” as defined by Section 215.97, Florida Statutes, as a recipient of state financial assistance awarded by the Department through this Agreement, is subject to the following requirements:
      1. In the event the Agency meets the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency must have a State single or project- specific audit conducted for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial Services; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. Exhibit “G”, Audit Requirements for Awards of State Financial Assistance, to this Agreement indicates state financial
        
        assistance awarded through the Department by this Agreement needed by the Agency to further comply with the requirements of Section 215.97, Florida Statutes. In determining the state financial assistance expended in a fiscal year, the Agency shall consider all sources of state financial assistance, including state financial assistance received from the Department by this Agreement, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct or pass-through awards and resources received by a nonstate entity for Federal program matching requirements.
      2. In connection with the audit requirements, the Agency shall ensure that the audit complies with the requirements of Section 215.97(8), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2)(e), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General.
      3. In the event the Agency does not meet the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency is exempt for such fiscal year from the state single audit requirements of Section 215.97, Florida Statutes. However, the Agency must provide a single audit exemption statement to the Department at FDOTSingleAudit@dot.state.fl.us no later than nine months after the end of the Agency’s audit period for each applicable audit year. In the event the Agency does not meet the audit threshold requirements established by Section 215.97, Florida Statutes, in a fiscal year and elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from the Agency’s resources (i.e., the cost of such an audit must be paid from the Agency’s resources obtained from other than State entities).
      4. In accordance with Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, copies of financial reporting packages required by this Agreement shall be submitted to:
        
        Florida Department of Transportation Office of Comptroller, MS 24
        605 Suwannee Street
        Tallahassee, Florida 32399-0405 FDOTSingleAudit@dot.state.fl.us
        
        And
        
        State of Florida Auditor General Local Government Audits/342
        111 West Madison Street, Room 401
        Tallahassee, FL 32399-1450
        Email: flaudgen_localgovt@aud.state.fl.us
      5. Any copies of financial reporting packages, reports, or other information required to be submitted to the Department shall be submitted timely in accordance with Section 215.97, Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, as applicable.
      6. The Agency, when submitting financial reporting packages to the Department for audits done in accordance with Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, should indicate the date the reporting package was delivered to the Agency in correspondence accompanying the reporting package.
      7. Upon receipt, and within six months, the Department will review the Agency’s financial reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate corrective action on all deficiencies has been taken pertaining to the state financial assistance provided through the Department by this Agreement. If the Agency fails to have an audit conducted consistent with Section 215.97, Florida Statutes, the Department may take appropriate corrective action to enforce compliance.
      8. As a condition of receiving state financial assistance, the Agency shall permit the Department or its designee, DFS, or the Auditor General access to the Agency’s records, including financial statements, the independent auditor’s working papers, and project records as necessary. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is complete or the dispute is resolved.
    3. The Agency shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of five years from the date the audit report is issued and shall allow the Department or its designee, DFS, or State of Florida Auditor General access to such records upon request. The Agency shall ensure that the audit working papers are made available to the Department or its designee, DFS, or State of Florida Auditor General upon request for a period of five years from the date the audit report is issued, unless extended in writing by the Department.
Notices and Approvals. Notices and approvals referenced in this Agreement must be obtained in writing from the Parties’ respective Administrators or their designees.
Restrictions, Prohibitions, Controls and Labor Provisions:
1. Convicted Vendor List. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list.
2. Discriminatory Vendor List. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity.
3. Non-Responsible Contractors. An entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied, or have further been determined by the Department to be a non-responsible contractor, may not submit a bid or perform work for the construction or repair of a public building or public work on a contract with the Agency.
4. Prohibition on Using Funds for Lobbying. No funds received pursuant to this Agreement may be expended for lobbying the Florida Legislature, judicial branch, or any state agency, in accordance with Section 216.347, Florida Statutes.
5. Unauthorized Aliens. The Department shall consider the employment by any contractor of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If the contractor knowingly employs unauthorized aliens, such violation will be cause for unilateral cancellation of this Agreement.
6. Procurement of Construction Services. If the Project is procured pursuant to Chapter 255, Florida Statutes, for construction services and at the time of the competitive solicitation for the Project, 50 percent or more of the cost of the Project is to be paid from state-appropriated funds, then the Agency must comply with the requirements of Section 255.0991, Florida Statutes.
7. E-Verify. The Agency shall:
  1. Utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Agency during the term of the contract; and
  2. Expressly require any subcontractors performing work or providing services pursuant to the state contract to likewise utilize the U.S. Department of Homeland Security’s E- Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term.
8. 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, the entity performing design and construction engineering and inspection services may not be the same entity.
Indemnification and Insurance:
1. It is specifically agreed between the Parties executing this Agreement that it is not intended by any of the provisions of any part of this Agreement to create in the public or any member thereof, a third party beneficiary under this Agreement, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement. The Agency guarantees the payment of all just claims for materials, supplies, tools, or labor and other just claims against the Agency or any subcontractor, in connection with this Agreement. Additionally, the Agency shall indemnify and hold harmless the State of Florida, Department of Transportation, including the Department’s officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Agency and persons employed or utilized by the Agency in the performance of this Agreement. This indemnification shall survive the termination of this Agreement. Additionally, the Agency agrees to include the following indemnification in all contracts with contractors/subcontractors and consultants/subconsultants who perform work in connection with this Agreement:
  
  “To the fullest extent permitted by law, the Agency’s contractor/consultant shall indemnify and hold harmless the Agency and the State of Florida, Department of Transportation, including the Department’s officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the contractor/consultant and
  
  persons employed or utilized by the contractor/consultant in the performance of this Agreement.
  
  This indemnification shall survive the termination of this Agreement.”
2. The Agency shall provide Workers’ Compensation Insurance in accordance with Florida’s Workers’ Compensation law for all employees. If subletting any of the work, ensure that the subcontractor(s) and subconsultant(s) have Workers’ Compensation Insurance for their employees in accordance with Florida’s Workers’ Compensation law. If using “leased employees” or employees obtained through professional employer organizations (“PEO’s”), ensure that such employees are covered by Workers’ Compensation Insurance through the PEO’s or other leasing entities. Ensure that any equipment rental agreements that include operators or other personnel who are employees of independent contractors, sole proprietorships, or partners are covered by insurance required under Florida’s Workers' Compensation law.
3. If the Agency elects to self-perform the Project, then the Agency may self-insure. If the Agency elects to hire a contractor or consultant to perform the Project, then the Agency shall carry, or cause its contractor or consultant to carry, Commercial General Liability insurance providing continuous coverage for all work or operations performed under this Agreement. Such insurance shall be no more restrictive than that provided by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida. The Agency shall cause, or cause its contractor or consultant to cause, the Department to be made an Additional Insured as to such insurance. Such coverage shall be on an “occurrence” basis and shall include Products/Completed Operations coverage. The coverage afforded to the Department as an Additional Insured shall be primary as to any other available insurance and shall not be more restrictive than the coverage afforded to the Named Insured. The limits of coverage shall not be less than $1,000,000 for each occurrence and not less than a $5,000,000 annual general aggregate, inclusive of amounts provided by an umbrella or excess policy. The limits of coverage described herein shall apply fully to the work or operations performed under the Agreement, and may not be shared with or diminished by claims unrelated to the Agreement. The policy/ies and coverage described herein may be subject to a deductible and such deductibles shall be paid by the Named Insured. No policy/ies or coverage described herein may contain or be subject to a Retention or a Self-Insured Retention unless the Agency is a state agency or subdivision of the State of Florida that elects to self-perform the Project. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, the Department shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The Department shall be notified in writing within ten days of any cancellation, notice of cancellation, lapse, renewal, or proposed change to any policy or coverage described herein. The Department’s approval or failure to disapprove any policy/ies, coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights or defenses the Department may have.
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.
Miscellaneous:
1. Environmental Regulations. The Agency will be solely responsible for compliance with all applicable environmental regulations and for any liability arising from non-compliance with these regulations, and will reimburse the Department for any loss incurred in connection therewith.
2. Non-Admission of Liability. In no event shall the making by the Department of any payment to the Agency constitute or be construed as a waiver by the Department of any breach of covenant or any default which may then exist on the part of the Agency and the making of such payment by the Department, while any such breach or default shall exist, shall in no way impair or prejudice any right or remedy available to the Department with respect to such breach or default.
3. Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected. In such an instance, the remainder would then continue to conform to the terms and requirements of applicable law.
4. Agency not an agent of Department. The Agency and the Department agree that the Agency, its employees, contractors, subcontractors, consultants, and subconsultants are not agents of the Department as a result of this Agreement.
5. Bonus or Commission. By execution of the Agreement, the Agency represents that it has not paid and, also agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing hereunder.
6. Non-Contravention of State Law. Nothing in the Agreement shall require the Agency to observe or enforce compliance with any provision or perform any act or do any other thing in contravention of any applicable state law. If any of the provisions of the Agreement violate any applicable state law, the Agency will at once notify the Department in writing so that appropriate changes and modifications may be made by the Department and the Agency to the end that the Agency may proceed as soon as possible with the Project.
7. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same Agreement. A facsimile or electronic transmission of this Agreement with a signature on behalf of a party will be legal and binding on such party.
8. Federal Award Identification Number (FAIN). If the FAIN is not available prior to execution of the Agreement, the Department may unilaterally add the FAIN to the Agreement without approval of the Agency and without an amendment to the Agreement. If this occurs, an
  DocuSign Envelope 1ID: A19D632AEACB4A7B7BD3277--DBDD1626249---444C03046B---A8ABD2AA7562---28796F38AE082B6CE8C0645D7EA4419E 7C8
  
  DocuSign Envelope ID: AD0AA534-E67C-4928-AA08-A2CCC3F278AB
  
  STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION
  PUBLIC TRANSPORTATION GRANT AGREEMENT
  Fonn 725-000-01 STRATEGIC DEVELOPMENT
  OGC 02/20
  
  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 STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

DocuSigned by:

By: /) JA. bwlu:

CD68AFBDB1754C4..

Name: John Kubler, P.E.

Title: Director of Transportation Development

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STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION L_

Legal Review: 7/30/2020 I 8:04 ,

DocuSigned by:

L :l :2=z

9/1/2020 I 10:10 AM EDT

DocuSign Envelope ID: AD0AA534-E67C-4928-AA08-A2CCC3F278AB

DocuSign Envelope 1D: A3ACAB27-B124-4006-ABA6-86802CCDA1 8

DocuSign Envelope 1D: 1DEB7737-DD69-434B-8DA2-7FA868047497

DocuSign Envelope ID: 962A4BD4-7D62-4C9C-A275-293EBE65E4EC

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 02/20

EXHIBIT A

Project Description and Responsibilities

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 Port Manatee's warehouse modernization initiative. This project will improve existing warehouse space to support the uninterrupted flow of cargo through the port. A major activity for this Agreement includes rehabilitation of warehouse 6. The structural integrity of the warehouse 6 building and the equipment maintaining perishable cargo have passed their design lives. Both interior and exterior renovations to the warehouse 6 building are needed. Interior renovations include room floor repairs, bi-parting slide doors, vinyl-strip curtains, room panel system repairs, and single drive in racks. Exterior renovations include insulation/refrigeration of the east truck dock area, complete warehouse renovation including replacement of roofing and all sidewalls, installation of a pre-engineered building, and other building components such as stormwater system components and access points. A minor activity of this Agreement includes rehabilitation of other warehouse spaces on the port.
Project Location (limits, city, county, map): Palmetto, Florida
Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): This Project includes the environmental, design and construction work required to complete the building development activities described in the Project Description, including: aluminum; anchoring components; asphalt paving activities; assemblage; backfilling; compaction; concrete; concrete repair; concrete sealing treatment; construction; construction inspection costs; construction management; consulting services; contractor stand-by; costs estimates; demobilization; demolition; dewatering; drainage systems; doors; drywall; dust control systems; earthwork; electrical systems; elevators; engineering services; entrance canopies; exterior finishes; environmental assessments; fasteners and connectors; fencing; fire protection systems; flooring; framing; form work; geotechnical services; glass and glazing; ground covering; handrails; insulation; interior divider walls; interior finishes and repair; lighting systems; loading dock levelers; masonry; mitigation assessments; mobilization; permitting; plan development (e.g., 30 / 60 / 90 / 100 % and as-builts); plumbing systems; precast concrete; preconstruction engineering and design; procurement cost; ramps; refrigerated container racks; roofing systems; security systems; soil improvement work; shore and slope protection; siding; signage and way finding; stairways; steel; storage rack systems; stormwater management; structural components; surveying; temporary structures; thermal barriers; ventilation systems; utility components; and, windows.
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.
Unallowable Costs (including but not limited to): Travel costs are not allowed.

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.

DocuSign Envelope ID: AD0AA534-E67C-4928-AA08-A2CCC3F278AB

DocuSign Envelope 1D: A3ACAB27-B124-4006-ABA6-86802CCDA1 8

DocuSign Envelope 1D: 1DEB7737-DD69-434B-8DA2-7FA868047497

DocuSign Envelope ID: 962A4BD4-7D62-4C9C-A275-293EBE65E4EC

18 of 30

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 02/20

EXHIBIT B

Schedule of Financial Assistance

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

Fund Type and Fiscal Year:

Financial Management Number	Fund Type	FLAIR Category	State Fiscal Year	Object Code	CSFA/ CFDA Number	CSFA/CFDA Title or Funding Source Description	Funding Amount
444277-1-94-02	PORT	088794	2021	751000	55.005	Seaport Grant Program	$2,250,000
444277-1-94-02	LF	088794	2021	-	-	Local Matching Funds	$2,250,000
	Total Financial Assistance						$4,500,000

Estimate of Project Costs by Grant Phase:

Phases*	State	Local	Federal	Totals	State %	Local %	Federal %
Land Acquisition	$0	$0	$0	$0	0.00	0.00	0.00
Planning	$0	$0	$0	$0	0.00	0.00	0.00
Environmental/Design/Construction	$2,250,000	$2,250,000	$0	$4,500,000	50.00	50.00	0.00
Capital Equipment	$0	$0	$0	$0	0.00	0.00	0.00
Match to Direct Federal Funding	$0	$0	$0	$0	0.00	0.00	0.00
Mobility Management (Transit Only)	$0	$0	$0	$0	0.00	0.00	0.00
Totals	$2,250,000	$2,250,000	$0	$4,500,000

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

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

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

Keith Robbins

Department Grant Manager Name

7/29/2020 I 3:29 PM EDT

Signature Date

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 02/20

EXHIBIT C

TERMS AND CONDITIONS OF CONSTRUCTION

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: keith.robbins@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.
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 02/20
2. Construction Engineering Inspection (CEI) services will be provided by the Agency by hiring a Department prequalified consultant firm including one individual that has completed the Advanced Maintenance of Traffic Level Training, unless otherwise approved by the Department in writing. The CEI staff shall be present on the Project at all times that the contractor is working. Administration of the CEI staff shall be under the responsible charge of a State of Florida Licensed Professional Engineer who shall provide the certification that all design and construction for the Project meets the minimum construction standards established by Department. The Department shall approve all CEI personnel. The CEI firm shall not be the same firm as that of the Engineer of Record for the Project. The Department shall have the right, but not the obligation, to perform independent assurance testing during the course of construction of the Project. Notwithstanding the foregoing, the Department may issue a written waiver of the CEI requirement for portions of Projects involving the construction of bus shelters, stops, or pads.
3. The Project shall be designed and constructed in accordance with the latest edition of the Department’s Standard Specifications for Road and Bridge Construction, the Department Design Standards, and the Manual of Uniform Traffic Control Devices (MUTCD). The following guidelines shall apply as deemed appropriate by the Department: the Department Structures Design Manual, AASHTO Guide Specifications for the Design of Pedestrian Bridges, AASHTO LRFD Bridge Design Specifications, Florida Design Manual, Manual for Uniform Minimum Standards for Design, Construction and Maintenance for Streets and Highways (the “Florida Green Book”), and the Department Traffic Engineering Manual. The Agency will be required to submit any construction plans required by the Department for review and approval prior to any work being commenced. Should any changes to the plans be required during construction of the Project, the Agency shall be required to notify the Department of the changes and receive approval from the Department prior to the changes being constructed. The Agency shall maintain the area of the Project at all times and coordinate any work needs of the Department during construction of the Project.
4. The Agency shall notify the Department a minimum of 48 hours before beginning construction within Department right-of-way. The Agency shall notify the Department should construction be suspended for more than 5 working days. The Department contact person for construction is FDOT District 1 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 02/20
  
  estate in Department right of way, of any nature or kind whatsoever, by virtue of the execution, operation, effect, or performance of this Agreement including, but not limited to, the Agency’s use, occupancy or possession of Department right of way. The Parties agree that this Agreement does not, and shall not be construed to, grant credit for any future transportation concurrency requirements pursuant to Chapter 163, F.S.
9. The Agency shall not cause any liens or encumbrances to attach to any portion of the Department’s property, including but not limited to, the Department’s right-of-way.
10. The Agency shall perform all required testing associated with the design and construction of the Project. Testing results shall be made available to the Department upon request. The Department shall have the right to perform its own independent testing during the course of the Project.
11. The Agency shall exercise the rights granted herein and shall otherwise perform this Agreement in a good and workmanlike manner, with reasonable care, in accordance with the terms and provisions of this Agreement and all applicable federal, state, local, administrative, regulatory, safety and environmental laws, codes, rules, regulations, policies, procedures, guidelines, standards and permits, as the same may be constituted and amended from time to time, including, but not limited to, those of the Department, applicable Water Management District, Florida Department of Environmental Protection, the United States Environmental Protection Agency, the United States Army Corps of Engineers, the United States Coast Guard and local governmental entities.
12. If the Department determines a condition exists which threatens the public’s safety, the Department may, at its discretion, cause construction operations to cease and immediately have any potential hazards removed from its right-of-way at the sole cost, expense, and effort of the Agency. The Agency shall bear all construction delay costs incurred by the Department.
13. The Agency shall be responsible to maintain and restore all features that might require relocation within the Department right-of-way.
14. The Agency will be solely responsible for clean up or restoration required to correct any environmental or health hazards that may result from construction operations.
15. The acceptance procedure will include a final “walk-through” by Agency and Department personnel. Upon completion of construction, the Agency will be required to submit to the Department final as-built plans and an engineering certification that construction was completed in accordance to the plans. Submittal of the final as-built plans shall include one complete set of the signed and sealed plans on 11" X 17" plan sheets and an electronic copy prepared in Portable Document Format (PDF). Prior to the termination of this Agreement, the Agency shall remove its presence, including, but not limited to, all of the Agency’s property, machinery, and equipment from Department right-of-way and shall restore those portions of Department right of way disturbed or otherwise altered by the Project to substantially the same condition that existed immediately prior to the commencement of the Project.
16. If the Department determines that the Project is not completed in accordance with the provisions of this Agreement, the Department shall deliver written notification of such to the Agency. The Agency shall have thirty (30) days from the date of receipt of the Department’s written notice, or such other time as the Agency and the Department mutually agree to in writing, to complete the Project and provide the Department with written notice of the same (the “Notice of Completion”). If the Agency fails to timely deliver the Notice of Completion, or if it is determined that the Project is not properly completed after receipt of the Notice of Completion, the Department, within its discretion may: 1) provide the Agency with written authorization granting such additional time as the Department deems appropriate to correct the deficiency(ies); or 2) correct the deficiency(ies) at the Agency’s sole cost and expense,
  
  STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION
  PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS
  Form 725-000-02 STRATEGIC DEVELOPMENT
  OGC 02/20
  
  without Department liability to the Agency for any resulting loss or damage to property, including, but not limited to, machinery and equipment. If the Department elects to correct the deficiency(ies), the Department shall provide the Agency with an invoice for the costs incurred by the Department and the Agency shall pay the invoice within thirty (30) days of the date of the invoice.
17. The Agency shall implement best management practices for erosion and pollution control to prevent violation of state water quality standards. The Agency shall be responsible for the correction of any erosion, shoaling, or water quality problems that result from the construction of the Project.
18. Portable Traffic Monitoring Site (PTMS) or a Telemetry Traffic Monitoring Site (TTMS) may exist within the vicinity of your proposed work. It is the responsibility of the Agency to locate and avoid damage to these sites. If a PTMS or TTMS is encountered during construction, the Department must be contacted immediately.
19. During construction, highest priority must be given to pedestrian safety. If permission is granted to temporarily close a sidewalk, it should be done with the express condition that an alternate route will be provided, and shall continuously maintain pedestrian features to meet Americans Disability Act (ADA) standards.
20. Restricted hours of operation will be as follows, unless otherwise approved by the Department’s District Construction Engineer or designee (insert hours and days of the week for restricted operation): Not Applicable
21. Lane closures on the state road system must be coordinated with the Public Information Office at least two weeks prior to the closure. The contact information for the Department’s Public Information Office is:
  
  Insert District PIO contact info:
  Phone: (863) 519-2362; Fax (239) 338-2353
  
  Note: (Highlighted sections indicate need to confirm information with District Office or appropriate DOT person managing the Agreement)
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

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 02/20

ENGINEER’S CERTIFICATION OF COMPLIANCE

PUBLIC TRANSPORTATION GRANT AGREEMENT BETWEEN

THE STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

and

PROJECT DESCRIPTION:

DEPARTMENT CONTRACT NO.:

FINANCIAL MANAGEMENT NO.:

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

By: , P.E.

SEAL: Name:

Date:

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 02/20

EXHIBIT D AGENCY RESOLUTION

PLEASE SEE ATTACHED

DocuSign Envelope 1ID: A19D632AEACB4A7B7BD3277--DBDD1626249---444C03046B---A8ABD2AA7562---28796F38AE082B6CE8C0645D7EA4419E 7C8

Financial Project Number

444277-1-94-02

PA-20-23

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 warehouse improvement initiative, 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:

The State of Florida Department of Transportation Public Transportation Grant Agreement, identified as Financial Project Number 444277-1-94-02 wherein the Department agrees to a maximum participation in the amount of $2,250,000 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.
The Clerk of the Circuit Court of Manatee County, Florida, is authorized to cause two copies of this resolution to be certified for delivery to the Florida Department of Transportation.

ADOPTED with a quorum present and voting this the 25th day of August, 2020. ATTEST: INA M. OLO SO MANATEE COUNTY PORT

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EXHIBIT E

PROGRAM SPECIFIC TERMS AND CONDITIONS – SEAPORTS

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.
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).
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.
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
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
Consistency with Local Government Plans.
1. The Agency assures the Project is consistent with the currently existing and planned future land use development plans approved by the local government having jurisdictional responsibility for the area surrounding the seaport.
2. The Agency assures that it has given fair consideration to the interest of local communities and has had reasonable consultation with those parties affected by the Project.
3. The Agency assures that the Comprehensive Master Plan, if applicable, is incorporated as part of the approved local government comprehensive plan as required by Chapter 163, F.S.
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.
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.
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.
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.
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.

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:

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

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

-- End of Exhibit E --

EXHIBIT F

Contract Payment Requirements

Florida Department of Financial Services, Reference Guide for State Expenditures

Cost Reimbursement Contracts

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

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

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.
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.
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.
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.
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.
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.

EXHIBIT G

AUDIT REQUIREMENTS FOR AWARDS OF STATE FINANCIAL ASSISTANCE

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

SUBJECT TO SECTION 215.97, FLORIDA STATUTES:~

Awarding Agency: Florida Department of Transportation

State Project Title: Seaport Grant Program

CSFA Number: 55.005

*Award Amount: $2,250,000

*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 for CSFA Number 55.005 are provided at: https://apps.fldfs.com/fsaa/searchCompliance.aspx

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

DocuSign Envelope ID: AD0AA534-E67C-4928-AA08-A2CCC3F278AB

DocuSign Envelope 1D: A3ACAB27-B124-4006-ABA6-86802CCDA1 8

DocuSign Envelope 1D: 1DEB7737-DD69-434B-8DA2-7FA868047497

DocuSign Envelope ID: 962A4BD4-7D62-4C9C-A275-293EBE65E4EC

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

FLORIDA DEPARTMENT OF TRANSPORTATION FUNDS APPROVAL

G1P32 7/22/2020

CONTRACT INFORMATION

Contract:	G1P32
Contract Type:	GD - GRANT DISBURSEMENT (GRANT)
Method of Procurement:	G - GOVERMENTAL AGENCY (287.057,F.S.)
Vendor Name:	COUNTY OF MANATEE
Vendor ID:	F596000727160
Beginning Date of This Agreement:	08/31/2020
Ending Date of This Agreement:	05/31/2024
Contract Total/Budgetary Ceiling:	ct = $2,250,000.00
Description:	FSTD Grant for Port Manatee Warehouse Modernization

FUNDS APPROVAL INFORMATION

FUNDS APPROVED/REVIEWED FOR ROBIN M. NAITOVE, CPA, COMPTROLLER ON 7/22/2020

Action:	Original
Reviewed or Approved:	APPROVED
Organization Code:	55012020129
Expansion Option:	A6
Object Code:	751000
Amount:	$2,250,000.00
Financial Project:	44427719402
Work Activity (FCT):	215
CFDA:
Fiscal Year:	2021
Budget Entity:	55100100
Category/Category Year:	088794/21
Amendment ID:	O001
Sequence:	00
User Assigned ID:
Enc Line (6s)/Status:	0001/04

Total Amount: $2,250,000.00

Page1 of 1

DocuSign Envelope 1D: 1DEB7737-DD69-434B-8DA2-7FA868047497

DocuSign Envelope ID: 962A4BD4-7D62-4C9C-A275-293EBE65E4EC

Certificate Of Completion

Envelope Id: 962A4BD47D624C9CA275293EBE65E4EC Status: Completed Subject: Please DocuSign: G1P32_PTGA for Warehouse Modernization with MCPA Board Resolution_08-25-2020 f...

Contract Number (ex. C9A12, optional): G1P32 Document Contains Confidential Information?: No Fin Proj Num (ex.123456-1-32-01, Optional):

Office (contact Procurement if add is needed):

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Certificate Pages: 1 Initials: 0 Keith Robbins

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605 Suwannee Street

MS 20

Tallahassee, FL 32399-0450 Keith.Robbins@dot.state.fl.us IP Address: 156.75.180.190

Record Tracking

Status: Original

9/4/2020 3:23:11 PM

Holder: Keith Robbins

Keith.Robbins@dot.state.fl.us

Location: DocuSign

Signer Events Signature Timestamp

Keith Robbins keith.robbins@dot.state.fl.us

Florida Department of Transportation

Security Level: Email, Account Authentication (None)

Electronic Record and Signature Disclosure:

Completed

Using IP Address: 156.75.180.190

Sent: 9/4/2020 3:25:51 PM Viewed: 9/4/2020 3:26:06 PM Signed: 9/4/2020 3:26:16 PM

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GENERAL CONDITIONS FOR THE PROGRESSIVE DESIGN BUILD CONTRACT

TABLE OF CONTENTS

Article Name Page

Article 1 General 2

Article 2 Design-Builder’s Services and Responsibilities 3

Article 3 Owner’s Services and Responsibilities 8

Article 4 Hazardous Conditions and Differing Site Conditions 10

Article 5 Insurance and Bonds 11

Article 6 Payment 11

Article 7 Indemnification 16

Article 8 Time 18

Article 9 Changes to the Contract Price and Time 19

Article 10 Contract Adjustments and Disputes 21

Article 11 Stop Work and Termination for Cause 22

Article 12 Electronic Data 25

Article 13 Miscellaneous 26

Article 1

General

Mutual Obligations
1. Owner and Design-Builder commit at all times to cooperate fully with each other, and proceed on the basis of trust and good faith, to permit each party to realize the benefits afforded under the Contract Documents.
Basic Definitions
1. Agreement refers to the executed contract between Owner and Design-Builder based upon DBIA Document No. 544. Progressive Design-Build Agreement (2019 Edition).
2. Basis of Design Documents are those documents specifically listed in the Contract Price Amendment as being the “Basis of Design Documents.”
3. Construction Documents are the documents, consisting of Drawings and Specifications, to be prepared or assembled by the Design-Builder consistent with the Basis of Design Documents unless a deviation from the Basis of Design Documents is specifically set forth in a Change Order executed by both the Owner and Design-Builder, as part of the design review process contemplated by Section 2.4 of these General Conditions of Contract.
4. Day or Days shall mean calendar days unless otherwise specifically noted in the Contract Documents.
5. Design-Build Team is comprised of the Design-Builder, the Design Consultant, and key Subcontractors identified by the Design-Builder.
6. Design Consultant is a qualified, licensed design professional who is not an employee of Design-Builder, but is retained by Design-Builder, or employed or retained by anyone under contract with Design-Builder, to furnish design services required under the Contract Documents. A Design Sub-Consultant is a qualified, licensed design professional who is not an employee of the Design Consultant, but is retained by the Design Consultant or employed or retained by anyone under contract to Design Consultant, to furnish design services required under the Contract Documents.
7. Final Completion is the date on which all Work is complete in accordance with the Contract Documents, including but not limited to, any items identified in the punch list prepared under Section 6.6.1 and the submission of all documents set forth in Section 6.7.2.
8. Force Majeure Events are those events that are beyond the control of both Design-Builder and Owner, including the events of war, floods, labor disputes, earthquakes, epidemics, adverse weather conditions not reasonably anticipated, and other acts of God.
9. General Conditions of Contract refer to this modified form of DBIA Document No. 535, Standard Form of General Conditions of Contract Between Owner and Design-Builder (2010 Edition) (© 2010 Design-Build Institute of America).
10. Contract Price Amendment means that amendment contemplated by Section 2.3.2.3 of the Agreement.
11. Proposal means that proposal developed by Design-Builder in accordance with Section 2.3 of the Agreement.
12. Hazardous Conditions are any materials, wastes, substances and chemicals deemed to be hazardous under applicable Legal Requirements, or the handling, storage, remediation, or disposal of which are regulated by applicable Legal Requirements.
13. Legal Requirements are all applicable federal, state and local laws, codes, ordinances, rules, regulations, orders and decrees of any government or quasi-government entity having jurisdiction over the Project or Site, the practices involved in the Project or Site, or any Work.
14. Owner’s Project Criteria are developed by or for Owner to describe Owner’s program requirements and objectives for the Project, including use, space, price, time, site and expandability requirements, as well as submittal requirements and other requirements governing Design- Builder’s performance of the Work. Owner’s Project Criteria may include conceptual documents, design criteria, design performance specifications, design specifications, and LEED® or other sustainable design criteria and other Project-specific technical materials and requirements.
15. Site is the land or premises on which the Project is located.
16. Subcontractor is any person or entity retained by Design-Builder as an independent contractor to perform a portion of the Work and shall include materialmen and suppliers.
17. Sub-Subcontractor is any person or entity retained by a Subcontractor as an independent contractor to perform any portion of a Subcontractor’s Work and shall include materialmen and suppliers.
18. Substantial Completion or Substantially Complete means the date on which the Work, or an agreed upon portion of the Work, is sufficiently complete in accordance with the Contract Documents so that Owner can occupy and use the Project or a portion thereof for its intended purposes.
19. Work is comprised of all Design-Builder’s design, construction and other services required by the Contract Documents, including procuring and furnishing all materials, equipment, services and labor reasonably inferable from the Contract Documents.

Article 2

Design-Builder’s Services and Responsibilities

General Services.
1. Design-Builder’s Representative shall be reasonably available to Owner and shall have the necessary expertise and experience required to supervise the Work. Design-Builder’s Representative shall communicate regularly with Owner and shall be vested with the authority to act on behalf of Design-Builder. Design-Builder’s Representative may be replaced only with the mutual agreement of Owner and Design-Builder.
2. Design-Builder shall provide Owner with a monthly status report detailing the progress of the Work, including (i) whether the Work is proceeding according to schedule, (ii) whether discrepancies, conflicts, or ambiguities exist in the Contract Documents that require resolution, (iii) whether health and safety issues exist in connection with the Work; (iv) status of the contingency account to the extent provided for in the Agreement; and (v) other items that require resolution so as not to jeopardize Design-Builder’s ability to complete the Work for the Contract Price and within the Contract Time(s).
3. Unless a schedule for the execution of the Work has been attached to the Agreement as an exhibit at the time the Agreement is executed, Design-Builder shall prepare and submit, at least three (3) days prior to the meeting contemplated by Section 2.1.4 hereof, a schedule for the execution of the Work for Owner’s review and response. The schedule shall indicate the dates for the start and completion of the various stages of Work, including the dates when Owner information and approvals are required to enable Design-Builder to achieve the Contract Time(s). The schedule shall be revised as required by conditions and progress of the Work, but such revisions shall not relieve Design-Builder of its obligations to complete the Work within the Contract Time(s), as such dates may be adjusted in accordance with the Contract Documents. Owner’s review of, and response to, the schedule shall not be construed as relieving Design-Builder of its complete and exclusive control over the means, methods, sequences and techniques for executing the Work.
4. The parties will meet within seven (7) days after execution of the Agreement to discuss issues affecting the administration of the Work and to implement the necessary procedures, including those relating to submittals and payment, to facilitate the ability of the parties to perform their obligations under the Contract Documents.
Design Professional Services.
1. Design-Builder shall, consistent with applicable state licensing laws, provide through qualified, licensed design professionals employed by Design-Builder, or procured from qualified, independent licensed Design Consultants, the necessary design services, including architectural, engineering and other design professional services, for the preparation of the required drawings, specifications and other design submittals to permit Design-Builder to complete the Work consistent with the Contract Documents. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Design Consultant.
Standard of Care for Design Professional Services.
1. The standard of care for all design professional services performed to execute the Work shall be the care and skill ordinarily used by members of the design profession practicing under similar conditions at the same time and locality of the Project.
Design Development Services.
1. Design-Builder and Owner shall, consistent with any applicable provision of the Contract Documents, agree upon any interim design submissions that Owner may wish to review, which interim design submissions may include design criteria, drawings, diagrams and specifications setting forth the Project requirements. Interim design submissions shall be consistent with the Basis of Design Documents, as the Basis of Design Documents may have been changed through the design process set forth in this Section 2.4.1. On or about the time of the scheduled submissions, Design-Builder and Owner shall meet and confer about the submissions, with Design- Builder identifying during such meetings, among other things, the evolution of the design and any changes to the Basis of Design Documents, or, if applicable, previously submitted design submissions. Changes to the Basis of Design Documents, including those that are deemed minor changes under Section 9.3.1, shall be processed in accordance with Article 9. Minutes of the meetings, including a full listing of all changes, will be maintained by Design-Builder and provided to all attendees for review. Following the design review meeting, Owner shall review and approve the interim design submissions and meeting minutes in a time that is consistent with the turnaround times set forth in Design-Builder’s schedule.
2. Design-Builder shall submit to Owner Construction Documents setting forth in detail drawings and specifications describing the requirements for construction of the Work. The Construction Documents shall be consistent with the latest set of interim design submissions, as such submissions may have been modified in a design review meeting and recorded in the meetings minutes. The parties shall have a design review meeting to discuss, and Owner shall review and approve, the Construction Documents in accordance with the procedures set forth in Section 2.4.1 above. Design-Builder shall proceed with construction in accordance with the approved Construction Documents and shall submit one set of approved Construction Documents to Owner prior to commencement of construction.
3. Owner’s review and approval of interim design submissions, meeting minutes, and the Construction Documents is for the purpose of mutually establishing a conformed set of Contract Documents compatible with the requirements of the Work. Neither Owner’s review nor approval of any interim design submissions, meeting minutes, and Construction Documents shall be deemed to transfer any design liability from Design-Builder to Owner.
4. To the extent not prohibited by the Contract Documents or Legal Requirements, Design- Builder may prepare interim design submissions and Construction Documents for a portion of the Work to permit construction to proceed on that portion of the Work prior to completion of the Construction Documents for the entire Work.
Legal Requirements.
1. Design-Builder shall perform the Work in accordance with all Legal Requirements and shall provide all notices applicable to the Work as required by the Legal Requirements.
2. The Contract Price and/or Contract Time(s) shall be adjusted to compensate Design- Builder for the effects of any changes in the Legal Requirements enacted after the date of the Agreement affecting the performance of the Work, or if a Guaranteed Maximum Price is established after the date of the Agreement, the date the parties agree upon the Guaranteed Maximum Price. Such effects may include, without limitation, revisions Design-Builder is required to make to the Construction Documents because of changes in Legal Requirements.
Government Approvals and Permits.
1. Design-Builder shall obtain and pay for all necessary permits, approvals, licenses, government charges and inspection fees required for the prosecution of the Work by any government or quasi-government entity having jurisdiction over the Project.
Design-Builder’s Construction Phase Services.
1. Unless otherwise provided in the Contract Documents to be the responsibility of Owner or a separate contractor, Design-Builder shall provide through itself or Subcontractors the necessary supervision, labor, inspection, testing, start-up, material, equipment, machinery, temporary utilities and other temporary facilities to permit Design-Builder to complete construction of the Project consistent with the Contract Documents.
2. Design-Builder shall perform all construction activities efficiently and with the requisite expertise, skill and competence to satisfy the requirements of the Contract Documents. Design- Builder shall at all times exercise complete and exclusive control over the means, methods, sequences and techniques of construction.
3. Design-Builder shall employ only Subcontractors who are duly licensed and qualified to perform the Work consistent with the Contract Documents. Owner may reasonably object to Design-Builder’s selection of any Subcontractor, provided that the Contract Price and/or Contract
  Time(s) shall be adjusted to the extent that Owner’s decision impacts Design-Builder’s cost and/or time of performance.
4. Design-Builder assumes responsibility to Owner for the proper performance of the Work of Subcontractors and any acts and omissions in connection with such performance. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Subcontractor or Sub-Subcontractor, including but not limited to any third-party beneficiary rights.
5. Design-Builder shall coordinate the activities of all Subcontractors. If Owner performs other work on the Project or at the Site with separate contractors under Owner’s control, Design-Builder agrees to reasonably cooperate and coordinate its activities with those of such separate contractors so that the Project can be completed in an orderly and coordinated manner without unreasonable disruption.
6. Design-Builder shall keep the Site reasonably free from debris, trash and construction wastes to permit Design-Builder to perform its construction services efficiently, safely and without interfering with the use of adjacent land areas. Upon Substantial Completion of the Work, or a portion of the Work, Design-Builder shall remove all debris, trash, construction wastes, materials, equipment, machinery and tools arising from the Work or applicable portions thereof to permit Owner to occupy the Project or a portion of the Project for its intended use.
7. All materials and equipment incorporated into the Work will be of good quality and new, except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications must expressly run to the benefit of Owner. If required by Engineer, Design-Builder shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. The use of asbestos or asbestos-based fiber materials is prohibited in this Project.
Design-Builder’s Responsibility for Project Safety.
1. Design-Builder recognizes the importance of performing the Work in a safe manner so as to prevent damage, injury or loss to (i) all individuals at the Site, whether working or visiting, (ii) the Work, including materials and equipment incorporated into the Work or stored on-Site or off-Site, and (iii) all other property at the Site or adjacent thereto. Design-Builder assumes responsibility for implementing and monitoring all safety precautions and programs related to the performance of the Work. Design-Builder shall, prior to commencing construction, designate a Safety Representative with the necessary qualifications and experience to supervise the implementation and monitoring of all safety precautions and programs related to the Work. Unless otherwise required by the Contract Documents, Design-Builder’s Safety Representative shall be an individual stationed at the Site who may have responsibilities on the Project in addition to safety. The Safety Representative shall make routine daily inspections of the Site and shall hold weekly safety meetings with Design- Builder’s personnel, Subcontractors and others as applicable.
2. Design-Builder and Subcontractors shall comply with all Legal Requirements relating to safety, as well as any Owner-specific safety requirements set forth in the Contract Documents, provided that such Owner-specific requirements do not violate any applicable Legal Requirement. Design-Builder will immediately report in writing any safety-related injury, loss, damage or accident arising from the Work to Owner’s Representative and, to the extent mandated by Legal Requirements, to all government or quasi-government authorities having jurisdiction over safety- related matters involving the Project or the Work.
3. Design-Builder’s responsibility for safety under this Section 2.8 is not intended in any way to relieve Subcontractors and Sub-Subcontractors of their own contractual and legal obligations
  and responsibility for (i) complying with all Legal Requirements, including those related to health and safety matters, and (ii) taking all necessary measures to implement and monitor all safety precautions and programs to guard against injuries, losses, damages or accidents resulting from their performance of the Work.
4. Owner shall notify Design-Builder of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Design-Builder must comply in performing the Work. The Owner assumes no responsibility or liability for the physical condition or safety of the Site or any improvements located on the Site. The Design-Builder will be solely responsible for providing a safe place for the performance of the Work.
Design-Builder’s Warranty.
1. Design-Builder warrants to Owner that the construction, including all materials and equipment furnished as part of the construction, shall be new unless otherwise specified in the Contract Documents, of good quality, in conformance with the Contract Documents and free of defects in materials and workmanship. Design-Builder’s warranty obligation excludes defects caused by abuse, alterations, or failure to maintain the Work in a commercially reasonable manner. Nothing in this warranty is intended to limit any manufacturer’s warranty which provides Owner with greater warranty rights than set forth in this Section 2.9 or the Contract Documents. Design-Builder will provide Owner with all manufacturers’ warranties upon Substantial Completion.
Correction of Defective Work.
1. Design-Builder agrees to correct any Work that is found to not be in conformance with the Contract Documents, including that part of the Work subject to Section 2.9 hereof, within a period of one year from the date of Substantial Completion of the Work or any portion of the Work, or within such longer period to the extent required by any specific warranty included in the Contract Documents.
2. Design-Builder shall, within seven (7) days of receipt of written notice from Owner that the Work is not in conformance with the Contract Documents, take meaningful steps to commence correction of such nonconforming Work, including the correction, removal or replacement of the nonconforming Work and any damage caused to other parts of the Work affected by the nonconforming Work. If Design-Builder fails to commence the necessary steps within such seven
  (7) day period, Owner, in addition to any other remedies provided under the Contract Documents, may provide Design-Builder with written notice that Owner will commence correction of such nonconforming Work with its own forces. If Owner does perform such corrective Work, Design- Builder shall be responsible for all reasonable costs incurred by Owner in performing such correction. If the nonconforming Work creates an emergency requiring an immediate response, the seven (7) day period identified herein shall be deemed inapplicable.
3. The one-year period referenced in Section 2.10.1 above applies only to Design-Builder’s obligation to correct nonconforming Work and is not intended to constitute a period of limitations for any other rights or remedies Owner may have regarding Design-Builder’s other obligations under the Contract Documents.
Access to Port Manatee
1. Port Manatee is regulated under the provision of the Maritime Transportation Security Act of 2002 (MTSA). Individuals accessing the port must comply with the provision of the applicable regulations and the associated elements of Port Manatee’s approved Facility Security Plan. These provisions include obtaining a federal Transportation Workers Identification Credential (TWIC), which requires submission to federal security screening. Information on the TWIC enrollment process is available at www.tsa.gov/twic. The cost for TWIC processing is $132.50.
2. Enroll TWIC into Port Manatee Access Control System. Enrollment into the Access Control System requires the applicant demonstrate verifiable port business. A $20.00 Enrollment fee is required. Additional information is available by contacting Port Manatee Security at 941-722-6455.
3. Visitors/Temporary Access: Provisions exist to allow temporary access within Port Manatee’s facilities. These provisions include:
  1. Individuals not possessing a valid TWIC may be granted access under the following conditions: 1) Individuals must apply for access at the Port Manatee Access Control Center prior to entry. Passes will be issued to allow escorted access into the facility. Processing and Escort Fee’s may be required; and 2) Individuals are required to be escorted at all times while on the port. Failure to maintain proper escort is a violation of Federal regulations.
  2. Access Credential Fees:
    1. A processing fee of $132.50 is assessed by the Department of Homeland Security for each individual TWIC credential and is valid for five (5) years from the date of issuance.
    2. A worker with a valid Hazmat Endorsement Threat Assessment Program endorsement may be eligible for a reduced processing fee of $105.25.
    3. The processing fee is subject to change pursuant to Port Manatee Tariff provisions.
    4. A processing fee of $20.00 is assessed in accordance with the Port Manatee Tariff for enrollment of a TWIC into the Access Control System.
    5. A processing fee of $5.00 is assessed for the issuance of temporary access credentials and a $55.00 escort fee is required for individuals requiring a Port Security to conduct a TWIC escort. Provisions to allow the escorting of individuals by other than port security can be arranged by qualified companies on a case-by-case basis.
      
      Article 3
      Owner’s Services and Responsibilities
Duty to Cooperate.
1. Owner shall, throughout the performance of the Work, cooperate with Design-Builder and perform its responsibilities, obligations and services in a timely manner to facilitate Design-Builder’s timely and efficient performance of the Work and so as not to delay or interfere with Design- Builder’s performance of its obligations under the Contract Documents.
2. Owner shall provide timely reviews and approvals of interim design submissions and Construction Documents consistent with the turnaround times set forth in Design-Builder’s schedule.
3. Owner shall give Design-Builder timely notice of any Work that Owner notices to be defective or not in compliance with the Contract Documents.
  enable Design-Builder to timely complete the Work consistent with the Contract Documents.
  
  Article 4
  Hazardous Conditions and Differing Site Conditions
Hazardous Conditions.
1. Unless otherwise expressly provided in the Contract Documents to be part of the Work, Design-Builder is not responsible for any Hazardous Conditions encountered at the Site. Upon encountering any Hazardous Conditions, Design-Builder will stop Work immediately in the affected area and duly notify Owner and, if required by Legal Requirements, all government or quasi- government entities with jurisdiction over the Project or Site.
2. Upon receiving notice of the presence of suspected Hazardous Conditions, Owner shall take the necessary measures required to ensure that the Hazardous Conditions are remediated or rendered harmless. Such necessary measures shall include Owner retaining qualified independent experts to (i) ascertain whether Hazardous Conditions have actually been encountered, and, if they have been encountered, (ii) prescribe the remedial measures that Owner must take either to remove the Hazardous Conditions or render the Hazardous Conditions harmless.
3. Design-Builder shall be obligated to resume Work at the affected area of the Project only after Owner’s expert provides it with written certification that (i) the Hazardous Conditions have been removed or rendered harmless and (ii) all necessary approvals have been obtained from all government and quasi-government entities having jurisdiction over the Project or Site.
4. Design-Builder will be entitled, in accordance with these General Conditions of Contract, to an adjustment in its Contract Price and/or Contract Time(s) to the extent Design-Builder’s cost and/or time of performance have been adversely impacted by the presence of Hazardous Conditions.
5. Not Used.
6. Notwithstanding the preceding provisions of this Section 4.1, Owner is not responsible for Hazardous Conditions introduced to the Site by Design-Builder, Subcontractors or anyone for whose acts they may be liable. To the fullest extent permitted by law, Design-Builder shall indemnify, defend and hold harmless Owner and Owner’s officers, directors, employees and agents from and against all claims, losses, damages, liabilities and expenses, including attorneys’ fees and expenses, arising out of or resulting from those Hazardous Conditions introduced to the Site by Design-Builder, Subcontractors or anyone for whose acts they may be liable.
  Article 5
  Insurance and Bonds
Design-Builder’s Insurance Requirements.
1. Design-Builder is responsible for procuring and maintaining the insurance for the coverage amounts all as set forth in the insurance exhibit to the Agreement. Coverage shall be secured from insurance companies authorized to do business in the state in which the Project is located, and with a minimum rating set forth in the Agreement.
2. Design-Builder’s insurance shall specifically delete any design-build or similar exclusions that could compromise coverages because of the design-build delivery of the Project.

Owner’s Liability Insurance.
1. Not Used.
Not Used.
1. Not Used.
2. Not Used.
3. Not Used.
4. Not Used.
5. Not Used.
Bonds and Other Performance Security.
1. If Owner requires Design-Builder to obtain performance and labor and material payment bonds, or other forms of performance security, the amount, form and other conditions of such security shall be as set forth in the Agreement and compliant with section 255.05, Florida Statutes.
2. All bonds furnished by Design-Builder shall be in a form satisfactory to Owner. The surety shall be a company qualified and registered to conduct business in the state in which the Project is located.

Article 6

Payment

Schedule of Values
1. Unless required by the Owner upon execution of this Agreement, within ten (10) days of
  execution of the Agreement, Design-Builder shall submit for Owner’s review and approval a schedule of values for all of the Work. The Schedule of Values will (i) subdivide the Work into its respective parts, (ii) include values for all items comprising the Work and (iii) serve as the basis for monthly progress payments made to Design-Builder throughout the Work.
2. The Owner will timely review and approve the schedule of values so as not to delay the submission of the Design-Builder’s first application for payment. The Owner and Design-Builder shall timely resolve any differences so as not to delay the Design-Builder’s submission of its first application for payment.
3. Chapter 212 of the Florida Statues and Rule 12A-7.094 of the Florida Administrative Code, provide the Owner with sales tax exemption for all procurements made directly by the Owner. After a Notice of Contract Award has been issued, certain items under the Contract Documents may be purchased directly by the Owner in order to benefit from this tax savings program. Steps to be followed are:
  1. Within five (5) working days of Award, the Design-Builder shall prepare and submit to the Engineer an itemized list of all items, materials, supplies, and/or equipment that individually or collectively cost $10,000 or more that will be ordered from one supplier and incorporated into this project.
  2. Within five (5) working days following the receipt of the proposed purchasing list, the Engineer will notify the Design-Builder of the Owner’s decision as to which items will be purchased by the Owner.
  3. The Design-Builder shall prepare and submit to the Engineer tax savings purchase order(s) excluding tax in the Owner’s name and Contract Change Order removing purchase order items including tax from the Contract Price.
  4. Upon approval by the Owner, the Owner will concurrently issue a tax savings purchase order(s) and Contract Change Order removing purchase order items from the Contract Price. The Design-Builder shall endorse the purchase order(s).
  5. After obtaining all the signatures, the Owner shall distribute the original purchase order to the Vendor or Supplier with copies to the Design-Builder. Vendors and Suppliers shall make deliveries as directed by Owner.
  6. All Vendor and/or Supplier invoices must be billed to: Manatee County Port Authority
    C/O “Design-Builder Name”
    300 Tampa Bay Way Palmetto, FL 34221
  7. Upon receipt of an invoice for items and documentation that items have been delivered to the site and accepted by the Design-Builder, the Design-Builder will write on the face of the invoice that it is “okay for payment”, sign, and date the invoice. The invoice is then sent to the Owner for final authorization of payment. All invoices must include quantity and unit price as stipulated by Owner for release of payment.
  8. Upon receipt of the properly approved invoice, the Owner shall pay the Vendor amount due as defined by the Tax Savings Purchase Order but without any Florida State and Local Sales Tax.
  9. Where the Design-Builder has special terms with a Vendor to receive a discount if paid
    within a 30-day time frame and the invoices are received by the Owner early within that time frame, invoices will be processed with the discount being taken. The Design-Builder will be advised by mail when an invoice is forwarded to the Owner for payment and the amount to be paid, showing discounts, if any.
  10. The Design-Builder responsibilities for Owner direct procurement items are the same as if the Design-Builder negotiated the purchases with respect to delivery, care, installation, and warranties of workmanship and materials.
  11. After all materials have been purchased and actual total quantities purchased are known, the amount deducted from the Contract Documents shall be adjusted to reflect the actual cost of materials purchased, with tax.
Monthly Progress Payments.
1. On or before the date established in the Agreement, Design-Builder shall submit for Owner’s review and approval its Application for Payment requesting payment for all Work performed as of the date of the Application for Payment. The Application for Payment shall be accompanied by all supporting documentation required by the Contract Documents and/or established at the meeting required by Section 2.1.4 hereof.
2. The Application for Payment may request payment for equipment and materials not yet incorporated into the Project, provided that (i) Owner is satisfied that the equipment and materials are suitably stored at either the Site or another acceptable location, (ii) the equipment and materials are protected by suitable insurance and (iii) upon payment, Owner will receive the equipment and materials free and clear of all liens and encumbrances. The Application for Payment must be accompanied by a bill of sale, invoice, or other documentation warranting that Owner has received the materials and equipment free and clear of all liens, and evidence that the materials and equipment are covered by appropriate property insurance, a warehouse bond, or other arrangements to protect Owner’s interest therein, all of which must be satisfactory to Owner. Design-Builder will furnish evidence that payment received for materials and equipment not incorporated and suitably stored on Site has in fact been paid to the respective supplier(s) in the form of a waiver and release as contemplated by Chapter 713 of the Florida Statutes within 30 days of payment by Owner. Failure to provide such evidence of payment may result in the withdrawal of previous approval(s) and removal of the cost of related materials and equipment from the next submitted Application for Payment.
3. All discounts offered by Subcontractor, Sub-Subcontractors and suppliers to Design- Builder for early payment shall accrue one hundred percent to Design-Builder to the extent Design- Builder advances payment. Unless Owner advances payment to Design-Builder specifically to receive the discount, Design-Builder may include in its Application for Payment the full undiscounted cost of the item for which payment is sought.
4. The Application for Payment shall constitute Design-Builder’s representation that the Work described herein has been performed consistent with the Contract Documents, has progressed to the point indicated in the Application for Payment, and that title to all Work will pass to Owner free and clear of all claims, liens, encumbrances, and security interests upon the incorporation of the Work into the Project, or upon Design-Builder’s receipt of payment, whichever occurs earlier.
Withholding of Payments.
1. On or before the date established in the Agreement, Owner shall pay Design-Builder all amounts properly due. If Owner determines that Design-Builder is not entitled to all or part of an Application for Payment as a result of Design-Builder’s failure to meet its obligations hereunder, it will notify Design-Builder in writing at least five (5) days prior to the date payment is due. The notice shall indicate the deficiency in the payment request, specific amounts Owner intends to withhold, the reasons and contractual basis for the withholding, and the specific measures Design-Builder must take to rectify Owner’s concerns. Design-Builder and Owner will attempt to resolve Owner’s concerns prior to the date payment is due. If the parties cannot resolve such concerns, Design- Builder may pursue its rights under the Contract Documents, including those under Article 10 hereof. Nothing herein is intended to conflict with Florida’s Local Government Prompt Payment Act, and any conflict will be resolved in accordance with Florida’s Local Government Prompt Payment Act.
2. Notwithstanding anything to the contrary in the Contract Documents, Owner shall pay Design-Builder all undisputed amounts in an Application for Payment within twenty-five days after presentation of the Application for Payment (subject to any Owner set-offs).
Right to Stop Work and Interest.
1. If Owner fails to pay timely Design-Builder any amount that becomes due, Design-Builder, in addition to all other remedies provided in the Contract Documents, may stop Work pursuant to Section 11.3 hereof. All payments due and unpaid shall bear interest at the rate set forth in the Agreement.
Design-Builder’s Payment Obligations.
1. Design-Builder will pay Design Consultants and Subcontractors, in accordance with its contractual obligations to such parties, all the amounts Design-Builder has received from Owner on account of their work. Design-Builder will impose similar requirements on Design Consultants and Subcontractors to pay those parties with whom they have contracted. Design-Builder will indemnify and defend Owner against any claims for payment and mechanic’s liens as set forth in Section 7.3 hereof.
Substantial Completion.
1. Design-Builder shall notify Owner when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is Substantially Complete. Within five (5) days of Owner’s receipt of Design-Builder’s notice, Owner and Design-Builder will jointly inspect such Work to verify that it is Substantially Complete in accordance with the requirements of the Contract Documents. If such Work is Substantially Complete, Owner shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work or portion thereof, (ii) the remaining items of Work that have to be completed before final payment,
  (iii) provisions (to the extent not already provided in the Contract Documents) establishing Owner’s and Design-Builder’s responsibility for the Project’s security, maintenance, utilities and insurance pending final payment, and (iv) an acknowledgment that warranties commence to run on the date of Substantial Completion, except as may otherwise be noted in the Certificate of Substantial Completion.
2. Upon Substantial Completion of the entire Work or, if applicable, any portion of the Work, Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion.
3. Owner, at its option, may use a portion of the Work which has been determined to be Substantially Complete, provided, however, that (i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Section 6.6.1 above, (ii) Design- Builder and Owner have obtained the consent of their sureties and insurers, and to the extent applicable, the appropriate government authorities having jurisdiction over the Project, and (iii) Owner and Design-Builder agree that Owner’s use or occupancy will not interfere with Design- Builder’s completion of the remaining Work.
Final Payment.
1. After receipt of a Final Application for Payment from Design-Builder, Owner shall make final payment by the time required in the Agreement, provided that Design-Builder has achieved Final Completion.
2. At the time of submission of its Final Application for Payment, Design-Builder shall provide the following information:
  1. An affidavit that there are no claims, obligations or liens outstanding or unsatisfied for labor, services, material, equipment, taxes or other items performed, furnished or incurred for or in connection with the Work which will in any way affect Owner’s interests;
  2. A general release executed by Design-Builder waiving, upon receipt of final payment by Design-Builder, all claims, except those claims previously made in writing to Owner and remaining unsettled at the time of final payment;
  3. Consent of Design-Builder’s surety, if any, to final payment;
  4. All operating manuals, warranties and other deliverables required by the Contract Documents; and
  5. Certificates of insurance confirming that required coverages will remain in effect consistent with the requirements of the Contract Documents.
3. Upon making final payment, Owner waives all claims against Design-Builder except claims relating to (i) Design-Builder’s failure to satisfy its payment obligations, if such failure affects Owner’s interests, (ii) Design-Builder’s failure to complete the Work consistent with the Contract Documents, including defects appearing after Substantial Completion and (iii) the terms of any special warranties required by the Contract Documents. The acceptance of final payment by the Design-Builder will constitute a waiver by Design-Builder of any and all claims and rights against Owner.
4. Deficiencies in the Work discovered after Substantial Completion, whether or not such deficiencies would have been included on the Punch List if discovered earlier, shall be deemed warranty Work. Such deficiencies shall be corrected by Design-Builder under Sections 2.9 and
  2.10 herein and shall not be a reason to withhold final payment from Design-Builder, provided, however, that Owner shall be entitled to withhold from the Final Payment the reasonable value of completion of such deficient work until such work is completed.
Grants. Some portion of the Contract Price may be paid from the proceeds of a grant, loan or revenue bonds (hereinafter “funding”) obtained by the Owner for this Work and the funding documents may impose certain conditions, limitations, procedures and restrictions. The Design- Builder shall coordinate with the Owner in order to comply with the conditions, limitations, procedures and restrictions that relate to the delivery of materials, the Work, applications for payment and other matters concerning the administration of the Contract.

Article 7

Indemnification

Patent and Copyright Infringement.
1. Design-Builder shall defend any action or proceeding brought against Owner based on any claim that the Work, or any part thereof, or the operation or use of the Work or any part thereof, constitutes infringement of any United States patent or copyright, now or hereafter issued. Owner shall give prompt written notice to Design-Builder of any such action or proceeding and will reasonably provide authority, information and assistance in the defense of same. Design-Builder shall indemnify and hold harmless Owner from and against all damages and costs, including but not limited to attorneys’ fees and expenses awarded against Owner or Design-Builder in any such action or proceeding. Design-Builder agrees to keep Owner informed of all developments in the defense of such actions.
2. If Owner is enjoined from the operation or use of the Work, or any part thereof, as the result of any patent or copyright suit, claim, or proceeding, Design-Builder shall at its sole expense take reasonable steps to procure the right to operate or use the Work. If Design-Builder cannot so procure such right within a reasonable time, Design-Builder shall promptly, at Design-Builder’s option and at Design-Builder’s expense, (i) modify the Work so as to avoid infringement of any such patent or copyright or (ii) replace said Work with Work that does not infringe or violate any such patent or copyright.
3. Sections 7.1.1 and 7.1.2 above shall not be applicable to any suit, claim or proceeding based on infringement or violation of a patent or copyright (i) relating solely to a particular process or product of a particular manufacturer specified by Owner and not offered or recommended by Design-Builder to Owner or (ii) arising from modifications to the Work by Owner or its agents after acceptance of the Work. If the suit, claim or proceeding is based upon events set forth in the preceding sentence,
4. The obligations set forth in this Section 7.1 shall constitute the sole agreement between the parties relating to liability for infringement of violation of any patent or copyright.
Tax Claim Indemnification.
1. Not Used
Payment Claim Indemnification.
1. Provided that Owner is not in breach of its contractual obligation to make payments to Design-Builder for the Work, Design-Builder shall indemnify, defend and hold harmless Owner from any claims or mechanic’s liens brought against Owner or against the Project as a result of the failure of Design-Builder, or those for whose acts it is responsible, to pay for any services, materials, labor, equipment, taxes or other items or obligations furnished or incurred for or in connection with the Work. Within three (3) days of receiving written notice from Owner that such a claim or mechanic’s lien has been filed, Design-Builder shall commence to take the steps necessary to discharge said claim or lien, including, if necessary, the furnishing of a mechanic’s lien bond. If Design-Builder fails to do so, Owner will have the right to discharge the claim or lien and hold Design-Builder liable for costs and expenses incurred, including attorneys’ fees.
Design-Builder’s General Indemnification.
1. Design-Builder, to the fullest extent permitted by law, shall indemnify, hold harmless and defend Owner, its public officials, directors, consultants, and employees from and against claims, losses, damages, liabilities, including attorneys’ fees and expenses, for bodily injury, sickness or death, and property damage or destruction (other than to the Work itself) to the extent resulting from the negligent, reckless, or intentional acts or omissions of Design- Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable. It is further the specific intent and agreement of the parties that all the Contract Documents of any project for which Design- Builder provided services be hereby amended to include the foregoing indemnification. Design-Builder expressly agrees that it will not claim, and waives any claim, that this article violates section 725.06, Florida Statutes, or is unenforceable pursuant to section 725.06, Florida Statutes. This indemnification obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this section. This indemnification provision shall include claims made by an employee of Design-Builder or any subcontractor against the Owner and Design-Builder waives any entitlement to immunity under section 440.11, Florida Statutes. Nothing contained herein shall be construed as a waiver of any immunity or limitation of liability the Owner may be entitled to under the doctrine of sovereign immunity or section 768.28, Florida Statutes. This indemnification provision shall survive the termination of this Agreement however terminated. Design-Builder’s obligation to indemnify, defend, and hold harmless shall not be limited by the amount of any insurance required to be obtained or maintained under the Contract Documents. Notwithstanding the foregoing, the Design- Builder’s obligations to indemnify, defend and hold harmless shall be limited to one million dollars ($1,000,000) or the Contract Price, whichever is greater, in accordance with section 725.06, Florida Statutes.
2. If an employee of Design-Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable has a claim against Owner, its officers, directors, employees, or agents, Design-Builder’s indemnity obligation set forth in Section 7.4.1 above shall not be limited by any limitation on the amount of damages, compensation or benefits payable by or for Design-Builder, Design Consultants, Subcontractors, or other entity under any employee benefit acts, including workers’ compensation or disability acts.
3. Subject to the limitations set forth in this Section, Design-Builder shall assume control of the defense of any claim asserted by a third party against Owner and, in connection with such defense, shall appoint lead counsel, in each case at Design-Builder 's expense. Owner shall have the right, at its option, to participate in the defense of any third party claim, without relieving Design-Builder of any of its obligations hereunder. If Design-Builder assumes control of the defense of any third party claim in accordance with this paragraph, Design-Builder shall obtain the prior written consent of Owner before entering into any settlement of such claim. Notwithstanding anything to the contrary in Article 7, Design-Builder shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by Owner and all expenses, including experts' fees, if (i) an adverse determination with respect to the third party claim would, in good faith judgment of Owner, be detrimental in any material respect to Owner's reputation; (ii) the third party claim seeks an injunction or equitable relief against Owner; or (iii) Design-Builder has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith.
Sovereign Immunity.
1. Notwithstanding the forgoing, Owner is a governmental agency and is entitled to the benefits of Sovereign Immunity and the limited waiver thereof as provided in Florida Statutes, Section 768.28, and common law. Nothing contained in the Agreement (including these General Conditions) shall be construed as a waiver of any immunity or limitation of liability Owner may be entitled to under the doctrine of Sovereign Immunity or section 768.28, Florida Statutes.

Article 8

Time

Obligation to Achieve the Contract Times.
1. Design-Builder agrees that it will commence performance of the Work and achieve the Contract Time(s) in accordance with Article 5 of the Agreement. The starting date shall be established in the Notice to Proceed document.
Delays to the Work.
1. If Design-Builder is delayed in the performance of the Work due to acts, omissions, conditions, events, or circumstances beyond its control and due to no fault of its own or those for whom Design-Builder is responsible, the Contract Time(s) for performance shall be reasonably extended by Change Order, subject to Section 8.2.3. By way of example, events that will entitle Design-Builder to an extension of the Contract Time(s) include acts or omissions of Owner or anyone under Owner’s control (including separate contractors), changes in the Work, Differing Site Conditions, Hazardous Conditions, and Force Majeure Events. Design-Builder acknowledges that the novel coronavirus COVID-19 pandemic is ongoing as of the date of the execution of this Agreement and therefore, novel coronavirus COVID-19 is not a Force Majeure Event and any delays due to the novel coronavirus COVID-19 will not entitle the Design-Builder to any extension of Contract Time or increase in Contract Price.
2. In addition to Design-Builder’s right to a time extension for those events set forth in Section
  8.2.1 above, Design-Builder shall also be entitled to an appropriate adjustment of the Contract Price provided, however, that the Contract Price shall not be adjusted for Force Majeure Events unless otherwise provided in the Agreement and Contract Price shall only be increased in accordance with Section 8.2.3.
3. No delay may entitle Design-Builder to an increase of the Contract Price except where (i) Owner acted in bad faith to prevent the progress of Work or (ii) Hazardous Conditions or Differing Site Conditions, verified in writing, prevent the progress of Work. Design-Builder acknowledges that in agreeing to the Contract Price, it has assessed the potential impact of the limitations of this section on its ability to recover additional compensation in connection with a Work delay or interference, and Design-Builder agrees that the limitations will apply, regardless of the accuracy of Design-Builder’s assessment or actual costs incurred by Design-Builder in connection with any such delays or interference.
4. Design-Builder seeking an adjustment in Contract Price or Contract Times under this article must submit such change order request within 30 days of the commencement of the delaying, disrupting, or interfering event.
5. Design-Builder and Owner expressly acknowledge that unfavorable conditions will exist at the Site as a result of normal weather. Design-Builder and Owner also acknowledge that, based on a five day work week, the normal and to-be-anticipated number of unfavorable weather days per month are as follows: Two working days in January, April, October November, and December. Three working days in February, March, and May. Five working days in June. Six working days in September and Seven working days in July and August. These days will be treated cumulatively, and the Design-Builder may only be entitled to a Contract Time change once all of the unfavorable weather days for the term of the Agreement have occurred. These days shall be represented in the Schedule prepared by the Design-Builder.

Article 9

Changes to the Contract Price and Time

Change Orders.
1. A Change Order is a written instrument issued after execution of the Agreement signed by Owner and Design-Builder, stating their agreement upon all of the following:
  1. The scope of the change in the Work.
  2. The amount of the adjustment to the Contract Price; and
  3. The extent of the adjustment to the Contract Time(s).
2. All changes in the Work authorized by applicable Change Order shall be performed under the applicable conditions of the Contract Documents. Owner and Design-Builder shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for such changes.
3. If Owner requests a proposal for a change in the Work from Design-Builder and subsequently elects not to proceed with the change, a Change Order shall be issued to reimburse Design-Builder for reasonable costs incurred for estimating services, design services and services involved in the preparation of proposed revisions to the Contract Documents.
4. Change Orders require approval as an agenda item of the Manatee County Port Authority – Board of Commissioners. The Board generally meets on a monthly basis and changes in Contract Price and Contract Times must account for meeting scheduling accordingly
Work Change Directives.
1. A Work Change Directive is a written order prepared and signed by Owner directing a change in the Work prior to agreement on an adjustment in the Contract Price and/or the Contract Time(s).
2. Owner and Design-Builder shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for the Work Change Directive. Upon reaching an agreement, the parties shall prepare and execute an appropriate Change Order reflecting the terms of the agreement.
Minor Changes in the Work.
1. Minor changes in the Work do not involve an adjustment in the Contract Price and/or
  Contract Time(s) and do not materially and adversely affect the Work, including the design, quality, performance and workmanship required by the Contract Documents. Design-Builder may make minor changes in the Work consistent with the intent of the Contract Documents, provided, however, that Design-Builder shall promptly inform Owner, in writing, of any such changes and record such changes on the documents maintained by Design-Builder.
Contract Price Adjustments.
1. The increase or decrease in Contract Price resulting from a change in the Work shall be determined by one or more of the following methods:
  1. Unit prices set forth in the Agreement or as subsequently agreed to between the parties;
  2. A mutually accepted lump sum, properly itemized and supported by sufficient substantiating data to permit evaluation by Owner;
  3. Costs, fees and any other markups set forth in the Agreement; or
  4. If an increase or decrease cannot be agreed to as set forth in items 9.4.1.1 through
    9.4.1.3 above and Owner issues a Work Change Directive, the cost of the change of the Work shall be determined by the reasonable expense and savings in the performance of the Work resulting from the change, including a reasonable overhead and profit, as may be set forth in the Agreement.
2. If unit prices are set forth in the Contract Documents or are subsequently agreed to by the parties, but application of such unit prices will cause substantial inequity to Owner or Design-Builder because of differences in the character or quantity of such unit items as originally contemplated, such unit prices shall be equitably adjusted.
3. If Owner and Design-Builder disagree upon whether Design-Builder is entitled to be paid for any services required by Owner, or if there are any other disagreements over the scope of Work or proposed changes to the Work, Owner and Design-Builder shall resolve the disagreement pursuant to Article 10 hereof. As part of the negotiation process, Design-Builder shall furnish Owner with a good faith estimate of the costs to perform the disputed services in accordance with Owner’s interpretations. If the parties are unable to agree and Owner expects Design-Builder to perform the services in accordance with Owner’s interpretations, Design-Builder shall proceed to perform the disputed services, conditioned upon Owner issuing a written order to Design-Builder (i) directing Design-Builder to proceed and (ii) specifying Owner’s interpretation of the services that are to be performed. If this occurs, Design-Builder shall be entitled to submit in its Applications for Payment an amount equal to fifty percent (50%) of its reasonable estimated direct cost to perform the services, and Owner agrees to pay such amounts, with the express understanding that (i) such payment by Owner does not prejudice Owner’s right to argue that it has no responsibility to pay for such services and (ii) receipt of such payment by Design-Builder does not prejudice Design- Builder’s right to seek full payment of the disputed services if Owner’s order is deemed to be a change to the Work.
Emergencies.
1. In any emergency affecting the safety of persons and/or property, Design-Builder shall act, at its discretion, to prevent threatened damage, injury or loss. Any change in the Contract Price and/or Contract Time(s) on account of emergency work shall be determined as provided in this Article 9.

Article 10

Contract Adjustments and Disputes

Requests for Contract Adjustments and Relief.
1. If either Design-Builder or Owner believes that it is entitled to relief against the other for any event arising out of or related to the Work or Project, such party shall provide written notice to the other party of the basis for its claim for relief. Such notice shall, if possible, be made prior to incurring any cost or expense and in accordance with any specific notice requirements contained in applicable sections of these General Conditions In the absence of any specific notice requirement, written notice shall be given within a reasonable time, not to exceed twenty-one (21) days, after the occurrence giving rise to the claim for relief or after the claiming party reasonably should have recognized the event or condition giving rise to the request, whichever is later. Such notice shall include sufficient information to advise the other party of the circumstances giving rise to the claim for relief, the specific contractual adjustment or relief requested and the basis of such request.
Dispute Avoidance and Resolution.
1. The parties are fully committed to working with each other throughout the Project and agree to communicate regularly with each other at all times so as to avoid or minimize disputes or disagreements. If disputes or disagreements do arise, Design-Builder and Owner each commit to resolving such disputes or disagreements in an amicable, professional and expeditious manner so as to avoid unnecessary losses, delays and disruptions to the Work.
2. Design-Builder and Owner will first attempt to resolve disputes or disagreements at the field level through discussions between Design-Builder’s Representative and Owner’s Representative which shall conclude within fourteen (14) days of the written notice provided for in Section 10.1.1 unless the Owner and Design-Builder mutually agree otherwise.
3. If a dispute or disagreement cannot be resolved through Design-Builder’s Representative and Owner’s Representative, Design-Builder’s Senior Representative and Owner’s Senior Representative, upon the request of either party, shall meet as soon as conveniently possible, but in no case later than thirty (30) days after such a request is made, to attempt to resolve such dispute or disagreement. Five (5) days prior to any meetings between the Senior Representatives, the parties will exchange relevant information that will assist the parties in resolving their dispute or disagreement.
4. If after meeting the Senior Representatives determine that the dispute or disagreement cannot be resolved on terms satisfactory to both parties, the parties shall submit within thirty (30) days of the conclusion of the meeting of Senior Representatives the dispute or disagreement to non-binding mediation. The mediation shall be conducted by a mutually agreeable impartial mediator, or if the parties cannot so agree, a mediator designated by the American Arbitration Association (“AAA”) pursuant to its Construction Industry Mediation Rules. The mediation will be governed by and conducted pursuant to a mediation agreement negotiated by the parties or, if the parties cannot so agree, by procedures established by the mediator. Unless otherwise mutually agreed by the Owner and Design-Builder and consistent with the mediator’s schedule, the mediation shall commence within ninety (90) days of the submission of the dispute to mediation.
Judicial Resolution of Disputes.
1. Should it become necessary to commence an action, judicial or otherwise with respect to any dispute arising out of or related in any way to the Agreement or the Project, the sole and exclusive jurisdiction is in the State of Florida and agree that venue for any state action arising
  under this Agreement shall lie solely in the courts located in Twelfth Judicial Circuit in and for Manatee County, Florida, and for any federal action shall lie solely in the United States District Court, Middle District, Tampa Division Each party in any such dispute will be responsible for its own attorney fees incurred in such action. THE PARTIES EXPRESSLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING FROM OR RELATED TO THE AGREEMENT OR THE PROJECT.
2. Not Used.
3. Not Used.
4. Not Used.
Duty to Continue Performance.
1. Unless provided to the contrary in the Contract Documents, Design-Builder shall continue to perform the Work and Owner shall continue to satisfy its payment obligations to Design-Builder, pending the final resolution of any dispute or disagreement between Design-Builder and Owner.
CONSEQUENTIAL DAMAGES.
1. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY (EXCEPT AS SET FORTH IN SECTION 10.5.2 BELOW), OWNER SHALL NOT BE LIABLE TO DESIGN- BUILDER FOR ANY CONSEQUENTIAL LOSSES OR DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSSES OF USE, PROFITS, BUSINESS, REPUTATION OR FINANCING.
2. The consequential damages limitation set forth in Section 10.5.1 above is not intended to affect the payment of liquidated damages or lost early completion bonus, if any, set forth in Article 5 of the Agreement, which both parties recognize has been established, in part, to reimburse Owner or reward Design-Builder for some damages that might otherwise be deemed to be consequential.

Article 11

Stop Work and Termination for Cause

Owner’s Right to Stop Work.
1. Owner may, without cause and for its convenience, order Design-Builder in writing to stop and suspend the Work. Such suspension shall not exceed sixty (60) consecutive days or aggregate more than ninety (90) days during the duration of the Project.
2. Design-Builder is entitled to seek an adjustment of the Contract Price and/or Contract Time(s) if its cost or time to perform the Work has been adversely impacted by any suspension of stoppage of the Work by Owner.
Owner’s Right to Perform and Terminate for Cause.
1. If Design-Builder persistently fails to (i) provide a sufficient number of skilled workers, (ii) supply the materials required by the Contract Documents, (iii) comply with applicable Legal Requirements, (iv) timely pay, without cause, Design Consultants or Subcontractors, (v) prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted, or (vi) Design-Builder fails to comply with the public records requirements of this Contract (vii) pursuant to section 287.135, Florida Statutes, if the Design-Builder is found to have submitted a false certification and has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria
  1. pursuant to section 287.135, Florida Statutes, if the Design-Builder is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel;
  2. pursuant to section 286.101,Florida Statutes, Design-Builder is found to have failed to disclose any current or prior interest, of any contract with, or any grant or gift received from a Foreign Country of Concern; (x) Design Builders failure to strictly comply with any terms and conditions of FDOT Grant # ; or (ix) Design-Builder fails to perform material obligations under the Contract Documents, then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law, shall have the rights set forth in Sections 11.2.2 and 11.2.3 below.
2. Upon the occurrence of an event set forth in Section 11.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured, within seven (7) days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure, such problem, then Owner may give a second written notice to Design-Builder of its intent to terminate within an additional seven (7) day period. If Design-Builder, within such second seven (7) day period, fails to cure, or reasonably commence to cure, such problem, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration.
3. Upon declaring the Agreement terminated pursuant to Section 11.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, such excess shall be paid by Owner to Design-Builder. Notwithstanding the preceding sentence, if the Agreement establishes a Guaranteed Maximum Price, Design-Builder will only be entitled to be paid for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expense, including attorneys’ fees and expenses, incurred by Owner in connection with the reprocurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 10.5 hereof.
4. If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Article 8 of the Agreement.
Design-Builder’s Right to Stop Work.
1. Design-Builder may, in addition to any other rights afforded under the Contract Documents or at law, stop the Work for Owner’s failure to pay amounts properly due under Design-Builder’s
  Application for Payment.
2. Should any of the events set forth in Section 11.3.1 above occur, Design-Builder has the right to provide Owner with written notice that Design-Builder will stop the Work unless said event is cured within seven (7) days from Owner’s receipt of Design-Builder’s notice. If Owner does not cure the problem within such seven (7) day period, Design-Builder may stop the Work. In such case, Design-Builder shall be entitled to make a claim for adjustment to the Contract Price and Contract Time(s) to the extent it has been adversely impacted by such stoppage.
Design-Builder’s Right to Terminate for Cause.
1. Design-Builder, in addition to any other rights and remedies provided in the Contract Documents or by law, may terminate the Agreement for cause for the following reasons:
  1. The Work has been stopped for sixty (60) consecutive days, or more than ninety
    (90) days during the duration of the Project, because of court order, any government authority having jurisdiction over the Work, or orders by Owner under Section 11.1.1 hereof, provided that such stoppages are not due to the acts or omissions of Design-Builder or anyone for whose acts Design-Builder may be responsible.
  2. Owner’s failure to provide Design-Builder with any information, permits or approvals that are Owner’s responsibility under the Contract Documents which result in the Work being stopped for sixty (60) consecutive days, or more than ninety (90) days during the duration of the Project, even though Owner has not ordered Design-Builder in writing to stop and suspend the Work pursuant to Section 11.1.1 hereof.
  3. Owner’s failure to cure the problems set forth in Section 11.3.1 above after Design-Builder has stopped the Work.
2. Upon the occurrence of an event set forth in Section 11.4.1 above, Design-Builder may provide written notice to Owner that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured, within seven (7) days of Owner’s receipt of such notice. If Owner fails to cure, or reasonably commence to cure, such problem, then Design-Builder may give a second written notice to Owner of its intent to terminate within an additional seven (7) day period. If Owner, within such second seven (7) day period, fails to cure, or reasonably commence to cure, such problem, then Design-Builder may declare the Agreement terminated for default by providing written notice to Owner of such declaration. In such case, Design-Builder shall be entitled to recover in the same manner as if Owner had terminated the Agreement for its convenience under Article 8 of the Agreement.
Bankruptcy of Owner or Design-Builder.
1. If either Owner or Design-Builder institutes or has instituted against it a case under the United States Bankruptcy Code (such party being referred to as the “Bankrupt Party”), such event may impair or frustrate the Bankrupt Party’s ability to perform its obligations under the Contract Documents. Accordingly, should such event occur:
  1. The Bankrupt Party, its trustee or other successor, shall furnish, upon request of the non-Bankrupt Party, adequate assurance of the ability of the Bankrupt Party to perform all future material obligations under the Contract Documents, which assurances shall be provided within ten (10) days after receiving notice of the request; and
  2. The Bankrupt Party shall file an appropriate action within the bankruptcy court to seek assumption or rejection of the Agreement within sixty (60) days of the institution of the bankruptcy filing and shall diligently prosecute such action.
  3. If the Bankrupt Party fails to comply with its foregoing obligations, the non- Bankrupt Party shall be entitled to request the bankruptcy court to reject the Agreement, declare the Agreement terminated and pursue any other recourse available to the non- Bankrupt Party under this Article 11.
2. The rights and remedies under Section 11.5.1 above shall not be deemed to limit the ability of the non-Bankrupt Party to seek any other rights and remedies provided by the Contract Documents or by law, including its ability to seek relief from any automatic stays under the United States Bankruptcy Code or the right of Design-Builder to stop Work under any applicable provision of these General Conditions of Contract.

Article 12

Electronic Data

Electronic Data.
1. The parties recognize that Contract Documents, including drawings, specifications and three-dimensional modeling (such as Building Information Models) and other Work Product may be transmitted among Owner, Design-Builder and others in electronic media as an alternative to paper hard copies (collectively “Electronic Data”).
Transmission of Electronic Data.
1. Owner and Design-Builder shall agree upon the software and the format for the transmission of Electronic Data. Each party shall be responsible for securing the legal rights to access the agreed-upon format, including, if necessary, obtaining appropriately licensed copies of the applicable software or electronic program to display, interpret and/or generate the Electronic Data. All Electronic Data that constitutes a public record must be transmitted in a format that is compatible with the information technology systems of Owner.
2. Neither party makes any representations or warranties to the other with respect to the functionality of the software or computer program associated with the electronic transmission of Work Product. Unless specifically set forth in the Agreement, ownership of the Electronic Data does not include ownership of the software or computer program with which it is associated, transmitted, generated or interpreted.
3. By transmitting Work Product in electronic form, the transmitting party does not transfer or assign its rights in the Work Product. The rights in the Electronic Data shall be as set forth in Article 4 of the Agreement. Under no circumstances shall the transfer of ownership of Electronic Data be deemed to be a sale by the transmitting party of tangible goods.
Electronic Data Protocol.
1. The parties acknowledge that Electronic Data may be altered or corrupted, intentionally or otherwise, due to occurrences beyond their reasonable control or knowledge, including but not limited to compatibility issues with user software, manipulation by the recipient, errors in transcription or transmission, machine error, environmental factors, and operator error. Consequently, the parties understand that there is some level of increased risk in the use of Electronic Data for the communication of design and construction information and, in consideration of this, agree, and shall require their independent contractors, Subcontractors and Design Consultants to agree, to the following protocols, terms and conditions set forth in this Section 12.3.
2. Electronic Data will be transmitted in the format agreed upon in Section 12.2.1 above, including file conventions and document properties, unless prior arrangements are made in advance in writing.
3. The Electronic Data represents the information at a particular point in time and is subject to change. Therefore, the parties shall agree upon protocols for notification by the author to the recipient of any changes which may thereafter be made to the Electronic Data, which protocol shall also address the duty, if any, to update such information, data or other information contained in the electronic media if such information changes prior to Final Completion of the Project.
4. The transmitting party specifically disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with respect to the media transmitting the Electronic Data. However, transmission of the Electronic Data via electronic means shall not invalidate or negate any duties pursuant to the applicable standard of care with respect to the creation of the Electronic Data, unless such data is materially changed or altered after it is transmitted to the receiving party, and the transmitting party did not participate in such change or alteration.

Article 13

Miscellaneous

Not Used.
Assignment.
1. Neither Design-Builder nor Owner shall, without the written consent of the other assign, transfer or sublet any portion or part of the Work or the obligations required by the Contract Documents.
Successorship.
1. Design-Builder and Owner intend that the provisions of the Contract Documents are binding upon the parties, their employees, agents, heirs, successors and assigns.
Governing Law.
1. The Agreement and all Contract Documents shall be governed by the laws of the State of Florida.
2. In the event of any disputes between the parties occurs, including without limitation to their assignee and or assigns, arising out of or relating in any way to this Agreement or the Project which results in litigation and a subsequent adjustment award or decree against either party, it is agreed that an entitlement to post-judgment interest to either party and/or their attorneys will be fixed by the proper court at a rate of 5% per annum, simple interest. Under no circumstances will either party be entitled to pre-judgment interest. The parties expressly acknowledge and to the extent allowed by law, hereby opt out of any provision of federal or state law not in agreement with this Section 13.4.2
Severability.
1. If any provision or any part of a provision of the Contract Documents shall be finally determined to be superseded, invalid, illegal, or otherwise unenforceable pursuant to any applicable Legal Requirements, such determination shall not impair or otherwise affect the validity, legality, or enforceability of the remaining provision or parts of the provision of the Contract Documents, which shall remain in full force and effect as if the unenforceable provision or part were deleted.
No Waiver.
1. The failure of either Design-Builder or Owner to insist, in any one or more instances, on the performance of any of the obligations required by the other under the Contract Documents shall not be construed as a waiver or relinquishment of such obligation or right with respect to future performance.
Headings.
1. The headings used in these General Conditions of Contract, or any other Contract Document, are for ease of reference only and shall not in any way be construed to limit or alter the meaning of any provision.
Notice.
1. Whenever the Contract Documents require that notice be provided to the other party, notice will be deemed to have been validly given (i) if delivered in person to the individual intended to receive such notice, (ii) four (4) days after being sent by registered or certified mail, postage prepaid to the address indicated in the Agreement, or (iii) if transmitted by facsimile, by the time stated in a machine generated confirmation that notice was received at the facsimile number of the intended recipient.
Amendments.
1. The Contract Documents may not be changed, altered, or amended in any way except in writing signed by a duly authorized representative of each party13.20 Public Records
Records.
1. The Design-Builder shall keep adequate records and supporting documents applicable to this contractual matter. The Owner and its authorized agents will have the right to audit, inspect, and copy records and documents as often as the Owner deems necessary. All public records pertaining to this Contractual matter will be provided to the Owner by no later than the completion of the Project.
2. The Design-Builder agrees that it will:
  1. Keep and maintain public records that ordinarily and necessarily would be required by the Owner in order to perform the Work;
  2. Provide the public with access to public records on the same terms and conditions that the Owner would provide the records and at a cost that does not exceed the cost provide in Chapter 119, of the Florida Statutes or otherwise provided by law;
  3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by Laws and Regulations; and meet all requirements for retaining public record and transfer, at no cost, to the Owner all public records in possession of the Design-Builder upon termination of the Contract Documents and destroy any duplicate public record that are exempt or confidential and expect from public records disclosure requirements. All records stored electronically must be provided to the Owner in a format that is compatible with the information technology systems of the Owner.
3. Failure by the Design-Builder to grant such public access will be grounds for immediate unilateral cancellation of the Contract Documents by the Owner.
4. If the Design-Builder receives a public records request, the Design-Builder agrees to immediately notify the Owner and respond.
  1. If the Design-Builder has questions regarding the application of Chapter 119, Florida statutes, to the Design- Builder’s duty to provide public records relating to the Contract Documents, contact the custodian of public records at: Public Records Custodian, Manatee County Port Authority, 300 Tampa Bay Way, Palmetto, FL 34221-6608, telephone: (941) 722-6621, recordscustodian@seaportmanatee.com .
Wage Rates.
1. The requirements and provisions of all applicable Laws and Regulations, and any amendments thereof or additions thereto as to the employment of labor, and to the schedule of minimum wage rates established in compliance with Laws and Regulations are part of these Contract Documents. If, after the Notice of Award, it becomes necessary to employ any person in a trade or occupation not classified in the wage determinations, such person will be paid at not less than such rates as will be determined by the officials administrating the laws mentioned above. Such approved minimum rate will be retroactive to the time of the initial employment of such person in such trade or occupation. Design-Builder shall notify Owner of Design-Builder 's intention to employ persons in trades or occupations not classified in sufficient time for Owner to obtain approved rates for such trades or occupations.
2. The schedules of wages referred to above are minimum rates only, and Owner will not consider any claims for additional compensation made by Design-Builder because of payment by Design-Builder of any wage rate in excess of the applicable rate contained in these Contract Documents. All disputes in regard to the payment of wages in excess of these specified in the schedules must be resolved by Design-Builder.
3. The schedules of wages should continue to be the minimum rates to be paid during the life of the Contract Documents and a legible copy of said schedules should be kept posted in a conspicuous place at the site of the Work.
4. This Agreement is subject to the applicable provisions of the Contract Work Hours and Safety Standards Act, Public Law 87-581, 87th Congress. No Design-Builder or Subcontractor contracting for any part of the Work may require or permit any laborer or mechanic to be employed on the Work in excess of forty hours in any work week unless such laborer or mechanic receives compensation at a rate not less than one and one-half times that person's basic rate of pay for all hours worked in excess of forty hours in such work week.
5. Davis Bacon Rates apply and are detailed in an exhibit to the Agreement.
E-verify.
1. Design-Builder represents that it and every subcontractor has registered with and use the E-Verify system to verify the work authorization status of all newly hired employees. Design-Builder acknowledges that this a material representation to the Contract Documents and that Owner is prohibited from entering into the Contract Documents unless each party to the Contract Documents registers with and uses the E-Verify system.
2. Design-Builder agrees that any contract with a subcontractor, the subcontractor must provide the Design-Builder with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Design-Builder shall maintain a copy of such affidavit for the duration of the contract. The Design-Builder agrees to comply with s. 448.095, Fla. Stat.
Scrutinized Companies.
1. Design Builder certifies that, in accordance with s. 287.135, Fla. Stat, it is not on the Scrutinized Companies that Boycott Israel List, created pursuant to s.215.4725; engaged in a boycott of Israel; on the scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to s.215.473; or engaged in business operations in Cuba or Syria. Design Builder acknowledges that if at any time during this Agreement, it is found to have falsely certified or becomes listed on the above referenced lists or engaged in a boycott of Israel or business operations in Cuba or Syria, that the Owner may terminate this Agreement immediately.
Foreign Country of Concern Disclosure.

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

OWNER’S PROJECT CRITERIA

FOR

Seaport Manatee Warehouse 6 Modernization Progressive Design-Build

Owners Project Number: RFQ-1-0-2022/GI Stantec Project Number: 218011810

Issued for Phase 1 and Phase 2

TABLE OF CONTENTS
DIVISION 00	Contracting Requirements- See Exhibits
DIVISION 00	General Design Narratives
DIVISION 01	General Requirements – Administrative Requirements to the General and Supplementary General Conditions
DIVISION 02	Existing Conditions/Scope of Work
DIVISION 03	Concrete
DIVISION 04	Not Used
DIVISION 05	Metals
DIVISION 06	Wood, Plastics, and Composites
DIVISION 07	Thermal and Moisture Protection
DIVISION 08	Openings
DIVISION 09	Finishes
DIVISION 10	Specialties
DIVISION 11	Equipment
DIVISION 13	Special Construction
DIVISION 21	Fire Suppression
DIVISION 22	Plumbing
DIVISION 23	Heating, Ventilating, and Air Conditioning (HVAC)
DIVISION 26	Electrical
DIVISION 27	Not Used
DIVISION 28	Electronic Safety & Security

The following contract documents, narrative specifications and concept drawings are to be used to prepare your response to the RFQ and ultimately for Phase 1 and Phase 2 outlined in the Agreement Document attached.

They are based on a limited onsite inspection of existing conditions by the Owner. The listed Design Criteria shall act as a starting point and represent minimum criteria and are negotiable as the Design Build Team progresses thru the various project Phases. These requirements may be modified only thru negotiation with the Owner by the Selected Design Build Team in pursuit of the completion of Phase 1 and Phase 2 of the contract. The Design Build Team, as designers of record, are required to confirm (if used) the Design Criteria provided herein will conform to all local and state building code requirements, covenants and restrictions, and design parameters, including but not limited to wind loads, shall be based on the final manufacturer’s material selected and the delegated design documents developed by the Design Builder.

The project entails upgrades, modifications, and repairs to Warehouse 6 at the Port. The Port has a set a budget of $4,295,000 for the project and is enlisting the knowledge and expertise of local design build firms to help develop and define the final scope of work to be completed. This document and associated drawings are intended to provide guidance to the scope of work that the Port would like to address within the facility. The Port understands that not all of the identified work can be completed within the limited budget, therefore once selected the design build firm will work with the Port to prioritize work packages and provide pricing to outline the final work to be completed within the indicated budget.

DIV	SECTION	DESCRIPTION OF WORK
DIV 00	CONTRACTING REQUIREMENTS	See Exhibits
00 1000	General Design Narratives,
	Requirements and Objectives
00 1001	Project Statement	Division 001 Sections are intended to define what the Design-Builder is to deliver.
		They establish the project’s Performance Requirements when used in conjunction with
		the Project Criteria and the included Drawings. These Division 001 Sections are not intended to specify how to build the project. The Design-Builder shall determine how
		best to meet all the project Requirements and Criteria with final approval from the
		Owner
		.
00 1002	Project Objectives	The primary project objective is rehabilitation and improvement of Warehouse 6 that
		will improve and ensure ongoing structural integrity and function of the facility. Both
		interior and exterior rehabilitation and improvements are needed. More extensive
		modifications than those listed here and in the drawings are not ruled out and should be developed and proposed by the Design Builder based on their understanding of
		existing conditions and their specific means and methods to meet the objectives of the
		renovation.
00 1003	Performance Requirements	Uninterrupted Del Monte operation of the warehouse:
		Coordinate the work with the tenant Del Monte to ensure that the work may proceed without impacting the tenants’ operations to the extent that normal
		throughput is impacted adversely.
		Shut down no more than one cooler room at a time.
		Shut down each cooler room only once.
		Coordinate doors work with cooler room shutdowns.
		Shut down no more than 1/4 of the loading dock bays at a time.
00 1004	Performance Requirements	Minimum design criteria:
		The improvements shall be designed to give the facility structural integrity and support the current or similar operation for 20 years.
		The intended function of the facility is perishable fruit cargo storage and handling as needed by Del Monte.
		Designs shall account for salt in the air accounting for proximity to Tampa Bay.
		The stated Design Criteria are minimum requirements.

DIV SECTION DESCRIPTION OF WORK

00 1005 Performance Requirements Interior room floor repairs:

Rehabilitate the existing concrete floors in the warehouse and refrigeration area to provide smooth, flat, hard, durable floors with no open cracks and no bumps and depressions exceeding 0.5” vertically over 3’ horizontally.
Bring the warehouse floors into compliance with the Food Safety Modernization Act
.

00 1006 Performance Requirements Interior bi-parting slide doors replacement:
Opening and closing must be assisted by motors. There are to be switches on the inside and outside of the doors, near the door.
Provide for manual override in the event of motor malfunction.
Provide equivalent or better insulation compared to existing doors.
Provide equivalent or better corrosion protection compared to existing doors.
Provide equivalent or better damage resistance compared to existing doors.

00 1007	Performance Requirements	Interior vinyl-strip curtains replacement:
		Curtain shall be the full height of existing doorway.
		Curtain must be see-through. 22-Gauge Slat Curtain. Standard Factory Finish.

00 1008 Performance Requirements Refrigerated panel system repairs:

Repair all breaches in panels exposing interior insulation.
Repair with material of equal or better durability and protection of interior insulation.
Repair to interior room panel to occur only when cooler is shut down and not in use.
Replace instead of repair as necessary for design life.

00 1009 Performance Requirements Interior single drive-in racks installation:

Rack must withstand lateral impact on the inside of the rails from a loaded forklift at high speed with no damage and maximum 1” displacement of the rail.
Space between rails to match existing or as directed by the tenant.

DIV SECTION DESCRIPTION OF WORK
Column protection shall be provided.
The height and vertical racking position shall be a directed by the Tenant.
The depth of the rack shall match existing or as directed by the Tenant.

01 1010 Performance Requirements Insulation and refrigeration of the east truck dock area:
Wall and roof/ceiling R-values to match Refrigerated Room Panels. The approach necessary to achieve this is suggested by the Design Criteria and the Drawings that have been attached but the final approach is up to the Design Builder.
Exposed interior surface must be durable to protect insulation against the high salt environment.
Door weather stripping seals to be installed on exterior wall to allow for insulation and protection of wall from trucks.
Refrigeration equipment to operates with refrigerant gas to comply with all applicable codes (see 11 below).
Air Streamers for 150ft. airflow.
The truck dock refrigeration system provided by the Design Builder may be tied into the existing cooler rooms refrigeration systems (subject to Tenant/Del Monte approval of the details) and only to the extent that the new system may be shut down for repair or recharging without impacting any other system.
Refrigeration system shall be designed to be equal to the existing systems in terms of ease of maintenance and repair, and in terms of maintenance personnel’s ease of maintaining familiarity with all the systems.

00 1011	Performance Requirements	Complete exterior metal roofing and siding replacement.
		The entire standing seam metal roof system is to be replaced, including all appurtenant insulation, trim, gutters, downspouts, etc.
		The entire metal siding system is to be replaced including all appurtenant insulation, and trim.
		Assess condition of building structure supporting the roof and siding including the grits /purlins and mina structural frame in terms of structural
		integrity. Replace/repair as needed or upgrade if required by the building
		code based on the extend of roof and siding replacement.
		Accommodate the door replacement included in the Design Criteria documents. Provide new framed opening materials.
		Provide all related components, such as gutters, roof drains, downspouts, parapet back-panels, roof-wall flashing, parapet coping and ridge closures.

DIV SECTION DESCRIPTION OF WORK

00 1012 Performance Requirements Warrantee:

The warranty provided by the Design Builder shall be as indicated in the Design Criteria and or as required by the State of Florida’s statewide building code.

00 1013 Performance Requirements Enlargement of west side doors:
The updated wall system framing shall accommodate the enlarged doors.
Install three new door frames and 20’ wide x 14’ high rollup exterior doors on the west side.
Remove bollards from positions rendered incorrect and install bollards in the new correct positions.

00 1014 Architectural
The warehouse is an approximately 50,000 sf single story pre-engineered metal building (PEMB) that that has a two-story administrative office wing in the northwest corner. The building in located adjacent to a wharf to allow for easy transfer of goods from ships to the warehouse. The west side of the building has multiple overhead doors that are minimally or no longer utilized. The east side of the building has the depressed loading docks and multiple dock doors to allow for produce to be shipped and deliver via tractor trailer. The center bay of the warehouse houses 5 insulated cold storage rooms with vertical racking.
The administrative offices are located in the northwest corner of the building and are accessed from a small parking area at the north of the structure. There is a small stair and ramp at this location to provide an accessible entrance. The building does not have any windows except at the administrative portion. There is also an outdoor covered patio at the second-floor level of the administrative wing.
The building is approximately 30 years old and is deteriorating in many locations. The exterior skin and roof are particularly in need of repair and/or replacement at various locations.
The intent of the project is to make improvements throughout the facility to extend the life of the facility and improve daily operations. These improvements include, but are not limited to:
Refrigerate the loading dock to maintain temperature equal to the refrigerated storage units.
Improving the insulation or the building walls roof/ceiling doors and dock levers at the loading dock area to match the R value of the refrigerated storage panels inside the warehouse.
Replacing old, refrigeration unit insulated sliding doors with new high speed insulated doors.
Replace existing slat curtains at the refrigerated storage units with new curtains.
Replace loading dock levelers, loading dock doors, and other overhead garage doors.

DIV SECTION DESCRIPTION OF WORK
Provide dock shelters and replace other loading dock equipment (see Division 11).
Replace existing personnel doors.
Install new double drive-in racks in refrigerated compartments.
Replace deteriorated metal siding panels, and roof panels.
Upgrading finishes throughout the facility.
Replace existing rack and gable trim along with gutters and downspouts.

00 1020 Structural
Repair or replace existing horizontal steel wall girts which have been damaged as a result of water intrusion into the building.
Perform concrete spall and crack repairs to the existing slab on grade and loading dock stem walls to meet the performance requirements of the user.
Repair damaged railings adjacent to the loading dock.
Remove damaged eyebrow at the loading dock and replace with exterior weather-resistant loading dock shelters.
Provide new wall framing to accommodate new roll up doors at the west side.
Verify existing structure can accommodate all new gravity or lateral loads imposed on the building.

00 1030
Mechanical & Plumbing
Heating, Ventilation, and Air-Conditioning (HVAC):
- Provide all components and ancillary materials required to environmentally temperature control of the enclosed loading dock.
- Provide all exhaust fans and associated ductwork to all renovated restrooms.
Plumbing:
Provide unit cost of replacement of existing fixtures and equipment.

00 1040 Fire Protection
Modify existing fire protection system as required for removal and installation of objects.
Provide new exterior sprinklers in canopy
.
00 1050 Electrical
Upgrade and reconfigure existing electrical service, service entrance equipment, and distribution equipment as required to support the additional mechanical cooling and exhaust fans.

DIV	SECTION	DESCRIPTION OF WORK
		Provide additions and modifications to the electrical distribution system as required to provide power to all of the new automatic doors on the
		refrigerated spaces.
		Upgrade all lighting to high efficiency LED fixtures, along with automated controls as required by current energy codes.
		Remove and replace all electrical work as required to accommodate the upgrades to the building siding, insulation, and skin.
		Replace the existing fire alarm system in its entirety.
00 1100	Codes and Regulations	The design and renovation of the Warehouse will be in accordance with all current
		and applicable local, state, and federal codes, ordinances, and regulations including but not limited to building codes, energy code, onsite and offsite drainage
		requirements, zoning ordinances, NFPA, local Fire Marshal requirements, and ADA
		requirements.
00 1300	Insurance Underwriter	There are no specific insurance underwriter requirements for this project.
00 1400	Coordination	The Design-Builder will ensure all trades are coordinating their work to avoid conflicts
		with other trades. Costs related to lack of coordination is the sole responsibility of the
		Design Builder.
00 5000	Contracting Requirements
00 5010	Construction Contract Form	See Exhibits
00 7000	Conditions of the Contract
00 7010	General Conditions Form	See Exhibits.
00 7100	Comprehensive General Liability	See Exhibits.
	Insurance
00 8000	Financial Requirements
00 8010	Site, Building Permits, Utility	Design Builder to obtain and pay for all necessary permits, application fees, other fees
	Connection, and Related Fees	and approvals or equivalent as well as all improvements necessary to obtain the
		foregoing. The Design Builder will also obtain all required bonds and/or letters of credit
		related to construction as may be required by the local municipality or any other
		government agency.
00 8030	Sales and Use Tax	Proposal to include all sales and use taxes. Provide to the Owner all documentation required for Sales tax exemptions. Refer to Article 6.1.3 of the General Conditions
		Progressive Design Build document for additional information.

DESIGN BUILD REQUIREMENTS

All conditions of the Design Build Contract General Conditions shall apply to all the Sections contained in these Specifications. If contradictions occur the Contract General Conditions shall prevail.

DIVISION 01 GENERAL REQUIREMENTS

STORAGE CLASSIFICATION

General:
1. Facility shall be designed for storage of Class I thru IV ordinary combustible commodities.

WORK HOURS

General:
1. Typical work hours are between 7:00 am and 5:00pm EST. Comply with Tenants requirements regarding hours of work and access to various areas of the building.

CONSTRUCTION PROJECT MANAGEMENT

General:
1. Design Builder shall provide site and office supervision as required to perform the Work.

CONSTRUCTION SCHEDULE

General:
1. Design Builder shall develop a detailed CPM Schedule to match identified project milestones.
2. No activity to have a duration beyond 2 weeks.
3. Provide for the weather days as indicated in the General Conditions.
4. Activities shall have predecessors and successors assigned.
5. No orphan activities shall be permitted.
6. The schedule shall be updated monthly and presented for review during the monthly update meeting.

SPECIAL MANAGEMENT REQUIREMENTS

General:
1. A separate full-time superintendent shall be assigned.

OVERTIME

General:
1. As required to perform the Work within the agreed to schedule. If required, the overtime cost to be included in cost proposal.

MEETINGS

General:
1. Schedule and administer bi-weekly Owner progress meetings.
2. Schedule and administer pre-roof /pre-siding meetings, and other meetings as required and/or specified by the Owner.
3. Provide meeting minutes recording meeting attendees, items under discussion, status of Submittals and RFI’s and any resolutions reached.

ELECTRONIC DOCUMENTATION

General:
1. All documents transmitted for purposes of administration of the contract are to be in electronic (PDF) format.

PROGRESS PHOTOGRAPHS

General:
1. Take digital photographs weekly and submit to the Owner.

SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

General:
1. Provide copies of shop drawings, product data and samples for review and approval by Owner.
  1. The format for these documents shall be PDF’s and the Design Build Contractor shall upload them to the Owner’s designated online site.
2. Major shop drawing submissions or items that are on the critical path must be represented on the CPM Schedule.
3. The Owner shall have 14 working days to review the submission. If the submission is deemed unacceptable it will be returned to the Design Build Contractor for resubmission.
4. Resubmissions are not entitled to contract extensions.

REQUEST FOR INFORMATION RFI

General:
1. All request for Information shall be in writing and maintained in a log by the Design Build Contractor.
2. The Owner shall have 5 working days to respond to any questions.
3. Response to the questions shall not entitle to the contractor to added service or a time extension.
  1. Should the Design Build Contractor feel that the response provided requires a change in the contract they shall notify the Owner with 5 working days of their request and include an estimate of added cost and or time.
4. No work related to the change shall be undertaken if a change is requested until the Owner provides written acceptance of the change. Change requests are reviewed and approved/rejected at the regular monthly Port Authority board meetings.

CONCRETE TESTING

General:
1. Design Builder shall arrange and pay for services of an independent testing and special inspection agency.

DISTRIBUTION OF REPORTS

General:
1. Electronic copies of all reports and tests shall be distributed by Owner within 3 days of completion.

CONTRACTOR RESPONSIBILITIES

General:
1. Design Builder shall cooperate with the independent testing laboratories and provide access to the Work.
2. Design Builder to provide shop drawings relating to the work to be tested and observed.
3. Design Builder to provide storage and curing of concrete test samples.
  1. Notify the Testing and special inspection agency a minimum of 48 hours in advance of operations to allow for Testing and special inspection agency to schedule the required tests.

FIELD OFFICE

General:
1. Provide weather-tight office with lighting, electrical outlets, heating, and cooling. Location of the office subject to approval by the Port Manatee Operations Department
2. Space for project meetings involving the Port, with tables and chairs to accommodate minimum 10 persons, will be provided by the Port.

TELECOMMUNICATION SERVICES

General:
1. Provide, maintain, and pay for telephone and internet service to the field office during construction operations.

SANITARY FACILITIES

General:
1. As required for on-site personnel and visitors.
2. No existing permanent facilities shall be used during construction operations.

VEHICULAR ACCESS

General:
1. Maintain roadways used to construct the Work. Coordinate access and haul routes.
2. Provide and maintain access to fire hydrants.
3. Provide means of removing mud and other loose debris from vehicle wheels before entering streets.
  1. Damage to existing roadways and other existing site items will be repaired at no cost to the Owner.

TEMPORARY PARKING

General:
1. Owner to provide temporary parking areas to accommodate construction personnel and visitors.

ENCLOSURES AND BARRICADES

General:
1. Design Builder shall determine methods and procedures to be used and assume responsibility for proper protection and safety of all personnel, site, adjoining areas and structures, and public during all phases of the work.
2. Provide all necessary boarding and fencing around all open excavations as required by applicable codes, laws, regulations, or governing authorities.

WASTE REMOVAL

General:
1. Provide waste removal facilities and services as required to maintain the site in clean and orderly condition.
2. Contractor shall employ means and methods to recycle a minimum of 100% of the construction waste.

CLEAN UP

General:
1. Design Builder shall maintain site and building in clean and sanitary condition and provide good housekeeping practices throughout construction.
2. Design Builder to maintain all access and public roads. This include daily cleaning if they are covered with any debris or dirt.
3. Enforce policy of no smoking or use of tobacco products within the building.

ELECTRICAL POWER

General:
1. Available from a temporary service provided by the Owner. Use costs billed to the Contractor.

RELOCATION OF UTILITIES

General:
1. Design Builder shall include all costs associated with relocation of any utilities, poles or other obstructions that may be required at the site.

NEW PRODUCTS

General:
1. Provide new products unless specifically required or permitted by the Contract Documents.

MAINTENANCE MANUALS

General:
1. Furnish 2% extra finish materials, spare parts, and tools of types and quantities required for on- going maintenance of the Facility including expansion joint materials.
2. Exterior and interior face of perimeter wall paint can be reduced to 1%.
3. Provide a list of materials and quantities to Tenant in building turnover documentation.

DELEGATED DESIGN:

General:
1. In order to determine the complete SOW associated with replacing the existing roofing and siding with insulated panels the Design Builder shall, as part of the Phase 1 and Phase 2 scope of work, provide a structural evaluation of the existing pre-engineered wall girts, roof joists, main structural framing, and foundations to determine if according to current code requirements the existing systems are capable of supporting the added weight of the insulated siding and roofing.
2. This evaluation shall include adjusting the loading factors that are to be used in the calculations in accordance with any current Florida State Building Code requirements that are invoked by this proposed level of building update.
3. The evaluation is to be performed by an Engineer licensed in the state of Florida who is qualified to perform this type of structural evaluation.
4. The evaluations are to be sealed by the Engineer only if the Owner decides to proceed with this option past Phase 1 and Phase 2 of the contract.

CLEAN-UP

General:
1. Execute final cleaning by phase prior to Substantial Completion.
2. Clean-up all interior and exterior areas of the Building and Site impacted by the construction.
3. Building interior space, including roof structure, columns, joists, girders, walls, windows, floor slabs, fixtures, and equipment must be left clean of dirt and debris as a result of construction activities or residue from site storage.
4. Clean debris from roofs, gutters, downspouts and drainage systems.
5. Sweep paved areas.
6. Concrete curb and gutter, and paved areas shall be pressure cleaned during final clean-up.
7. Remove waste, surplus materials, trash/rubbish and construction facilities from the site, and dispose of in legal manner.

CLOSE-OUT DOCUMENTS

General:
1. At completion of project, Design Builder shall provide upload an electronic copy of all close out documents in PDF format to the Owner for the use in the maintenance of the building.

AS-BUILT & RECORD DRAWINGS

General:
1. Upon project completion, Design Builder to provide marked up Auto Cad files and PDF files of as- built drawings to the Owner.
2. Provide 2 hard copy record drawing sets.

OPERATION AND MAINTENANCE MANUALS

General:
1. Compile product data and related information appropriate for the maintenance and operation of products furnished under this Contract.
2. Prepare data in the form of an instruction manual, including contact information of Project personnel, subcontractors, list of equipment, parts list, operational instructions, maintenance instructions, expansion joint maintenance guidelines, and drawings and product data.
3. Provide in an indexed hard copy three ring binder and in a searchable PDF file format.

RECORD SHOP DRAWING SUBMITTALS

General:
1. Design Builder to provide a complete set of approved shop drawing submittals.
2. Provide in an indexed hard copy three ring binder and in a searchable PDF file format.

GENERAL BUILDING WARRANTY

General:
1. Provide the industry standard guarantees for all general construction which is customary in the trade, but in no event, is less than one (1) year from Date of Substantial Completion, covering labor and materials for entire Site and Building Work.

EXTENDED WARRANTY

General:
1. At a minimum, provide extended warranty coverage for the following Work:
  1. Siding/Roofing: Minimum 20-year manufacturer’s NDL Total System warranty.
    1. Roofing warranty to include manufacturer and installer.
    2. Contractor shall provide a 2-year warranty covering all other roof related items.
    3. Warranty is to be a non-prorated warranty with a no dollar liability limit. System warranty to include membrane, insulation, adhesives, fasteners, copings and all metal edging and trim and any other primary roofing products.
    4. Warranty shall be transferable.
  2. HVAC: 5-year warranty on compressors.
  3. HVAC:10-year warranty on heat exchangers.
  4. Other items as specified herein.

SYSTEM START-UP

General:
1. Execute start-up under supervision of applicable Design Builder personnel and manufacturer's representative in accordance with manufacturers' instructions.

DEMONSTRATION AND TRAINING

General:
1. Design Builder shall be responsible for demonstrating proper operation of the building systems and training designated personnel.
2. Demonstrate operation in all modes, including start-up, shut-down, seasonal changeover, emergency conditions, troubleshooting, and maintenance procedures, including scheduled and preventive maintenance.
3. Design Builder must coordinate demonstrations and trial runs of equipment and systems for Owner's designated personnel and complete such demonstrations prior to Date of Final Acceptance.
4. Provide letters indicating type of system or equipment demonstrated, included:
  1. Loading Dock Equipment
  2. Fire Protection System
  3. Fire Alarm Modifications
  4. Mechanical HVAC Equipment and Controls
  5. Electrical Power Distribution Changes
  6. Electrical Lighting Changes

DIVISION FORMAT

The Project Criteria has been broken into CSI Divisions with individual Sections indicating minimum requirements and the detailed information presented in three formats: Performance Requirements, (P) Descriptive (D) or as a Basis of Design Manufacturer (BOD). In all cases the Design Criteria is intended to describe the minimum requirements for the products to be utilized but shall not restrict the contractor’s ability to propose alternative materials approaches or solutions. However, if no alternatives are presented for the Owner to review, it will be assumed that the stated Design Criteria will be met by the products and solutions submitted.

DIVISION 02 EXISTING CONDITIONS

SELECTIVE DEMOLITION

General:
1. Safely remove items necessary to accomplish the new work.
2. Comply with applicable codes and regulations for demolition operations and safety of adjacent structures and the public.
3. Repair any surfaces and items impacted in the demolition to match exiting conditions.

EXISTING UTILITIES

General:
1. Coordinate work with utility companies; notify before starting work and comply with their requirements; obtain required permits.

DIVISION 03 CONCRETE

CAST-IN-PLACE CONCRETE- P

General:
1. Provide concrete that complies with ACI 301 and ACI 117.
2. Form facing material used at exposed concrete to provide a smooth-formed finish.
3. Slab finish to be compatible with floor treatment specified.
4. Provide minimum ¾” chamfer strips at all exposed concrete corners.
5. Steel reinforcing bars shall be ASTM A 615 Grade 60, deformed.
6. Welded-wire reinforcement shall be ASTM A 1064 plain in flat sheets.
7. Provide all necessary formwork and reinforcement accessories required to support the work.
8. Perform concrete testing in accordance with ASTM C 172.
9. All new reinforced concrete shall meet the requirements of the Florida Building Code.
Concrete Materials:
1. Portland Cement: ASTM C 150 Type I, gray
2. Fly Ash: ASTM C 618
3. Slag Cement: ASTM C 989
4. Blended Hydraulic Cement: ASTM C 595 Type IS or Type IP
5. Silica Fume: ASTM C 1240
6. Aggregate: Normal-weight from a single source
7. Water: ASTM C94 potable
Requirements
1. Provide ready-mixed concrete with a minimum 28-day compressive strength of f’c = 4,000 psi or more as required by design.
Concrete Repairs
1. For spall repairs, provide a two-component, polymer-modified, cementitious, trowel-grade high strength repair mortar with corrosion inhibitors rated for horizontal or vertical surfaces as needed. Provide surface preparation per manufacturer recommendations. Basis of design shall be Sikatop 122 Plus for horizontal surfaces and Sikatop 123 Plus for vertical and overhead surfaces.
2. For slab crack repairs, provide a two-component, moisture-tolerant epoxy resin, crack-healer / penetrating sealer in accordance with manufacturer recommendations. Basis of design shall be Sikadur 55 SLV.

DIVISION 05 METALS

STRUCTURAL STEEL - P

General:
1. Structural steel to conform to AISC 303 “Code of Standard Practice for Steel Buildings and Bridges” and to AISC 360.
2. All new structural steel shall meet the requirements of the Florida Building Code.
3. Steel exposed to weather to be hot dipped galvanized. See PAINTING for more information.
4. Refer to ENGINEERED METAL BUILDING COMPONENTS regarding framing of the pre-engineered metal building.
Steel Materials:
1. W-Shapes: ASTM A 992
2. Channels, Angles: ASTM A 36
3. Plates and Bars: ASTM A 572 Grade 50
4. Cold-Formed Hollow Structural Sections: ASTM A 500, Grade B.
5. Steel Pipe: ASTM A 53, Type E or S, Grade B.
6. High strength bolts, Nuts and Washers: ASTM A 325, Type 1, heavy-hex steel structural bolts; ASTM A 563, Grade C, heavy-hex carbon-steel nuts; and ASTM F 436, Type 1, hardened carbon- steel washers; all with plain finish.
7. Headed Anchor Rods: ASTM F 1554, Grade 55, weldable.
8. Threaded Rods: ASTM A 193, Grade B7.
9. Grout: ASTM C 1107, nonmetallic, shrinkage-resistant.

STEEL JOISTS FRAMING - P

General:
1. All work associated with steel joists shall be in accordance with the Florida Building Code and SJI’s Specification.
2. Engineering of joists and joist connections is the responsibility of the Design Builder.
3. All existing joists which receive additional loads as result of the building alterations shall be analyzed and strengthened in accordance with the Florida Existing Building Code.
4. Provide shop primer on all new joists or joist components; see PAINTING for more information.
  
  METAL FABRICATIONS - P
  1. General:
    1. Where used for partial or complete replacement of existing steel components.
    2. Fabrications to be designed to resist code required uniform concentrated loading.
    3. Materials to comply with ASTM A53 Type S Schedule 40 unless required otherwise by the loading requirements.
    4. All components to receive a hot dipped galvanized based finish complying with ASTM A123.
    5. See PAINTING for paint type. Color to be selected by the Owner.

STAIRS AND RAILINGS – P

General:
1. Where used for partial or complete replacement of existing steel posts and railings.
2. Railing and posts to be designed to resist code required uniform concentrated and lateral loading. Additional posts may be required.
3. Railing component to comply with ASTM A53 Type S Schedule 40 unless required otherwise by the loading requirements.
4. All components to receive a hot dipped galvanized based finish complying with ASTM A123.
5. All components to be welded (finish level #3) to form required post and railing configurations.
6. Secure posts into place with non-shrink grout.
7. Secure wall railings with manufactured wall brackets fully galvanized. Use stainless steel fasteners.
8. See PAINTING for paint type. Color to be selected by the Owner.

DIVISION 06 WOOD, PLASTICS AND COMPOSITES

CASEWORK– P

General:
1. Where cabinets are to be replaced match existing dimensions and configurations.
2. Cabinets are to follow AWI Economy Grade for construction, wood species, and finish.
3. Cabinets to have a laminate finish. Color as selected by the Owner.
4. Door and drawer pull to be 4” stainless steel.
5. Drawers to have full extension slides.
6. Doors to have concealed hinges

COUNTERTOPS - P

General:
1. Where countertops are to be replaced match existing dimensions and configurations.
2. Countertop surfaces, edge banding, and backsplash to meet AWI Economy Grade.
3. Countertops to have a laminate finish. Color as selected by the Owner.

DIVISION 07 THERMAL AND MOISTURE PROTECTION

UNINSULATED METAL ROOF PANELS – D

General:
1. Where used for partial or complete replacement of existing panels.
2. Panels to match existing panel profile and panel thickness.
3. For paint type and color. See the Insulated Metal Roof Panels Section,

INSULATED METAL ROOF PANELS- BOD

General:
1. Should the Design Builder select to utilize insulated roof panels vs using some other method to achieve the required roof insulation level, this panel description shall represent the minimum requirements.
2. Panel thickness will be as required to produce the indicated R value.
3. Submittals to include, product literature, color selections, wind uplift calculations, and layout drawings.
4. Fastener spacing as required to resist the current code-imposed wind loading.
5. All fasteners are to be concealed and manufactured from stainless steel (SS) as follows: rivets - 304 SS, screws at panel interlock and stitch screws -410 SS, and Pancake head screws -304 SS.
6. Panels must meet all unique code requirements set forth in the Florida Code.
7. Include all flashings, terminations, and transitions for a complete and weather tight installation.
Manufacturer:
1. Atas Isoleren RL.
Details:
1. 2” wide panel
2. Substrate Galvalume
3. 24ga facer, pleated, smooth, 2 coat 1 mil pvdf – standard color
4. 26ga liner, pleated, embossed, regal white poly
5. Aged R value of 29
6. Color to be coordinated with or selected by owner.

UNINSULATED METAL WALL PANELS – D

General:
1. Where used for partial or complete replacement of existing panels.
2. Panels to match existing panel profile and panel thickness.
3. For paint type and color see the Insulated Exterior Wall Panel Section.

INSULATED EXTERIOR WALL PANELS -BOD

General:
1. Should the Design Builder select to utilize insulated roof panels vs using some other method to achieve the required roof insulation level, this panel description shall represent the minimum requirements.
2. Panel thickness will be as required to produce the indicated R value.
3. Submittals to include, product literature, color selections, wind uplift calculations, and layout drawings.
4. Fastener spacing as required to resist the code-imposed wind loading.
5. All fasteners are to be concealed and manufactured from stainless steel (SS) as follows: rivets - 304 SS, screws at panel interlock and stitch screws -410 SS, and Pancake head screws -304 SS.
6. Panels must meet all unique code requirements set forth in the Florida Code.
7. Include all flashings, terminations, and transitions for a complete and weather tight installation.
Manufacturer: Atas Isoleren ML (Meas)
Requirements:
1. Substrate Galvalume
2. 26ga facer, pleated, embossed, 2 coat 1 mil pvdf – standard color.
3. 26ga liner, pleated, embossed, regal white poly.
4. Thickness as required for an aged R value of 13
5. Color to be coordinated with or selected by the owner.

GUTTERS DOWNSPOUTS AND MISCELLANEOUS TRIM PIECES – D

General:
1. Gutters and downspouts to match existing profile.
2. Manufactured from prefinished aluminum sheet .050 minimum thickness. Thickness to be adjusted to meet all code required wind load requirements.
3. Finish to be a 2-coat fluoropolymer finish color to match the wall siding.
4. Install per manufactures instructions and to meet all Florida code requirements.
5. Color to be coordinated with or selected by the owner.

JOINT SEALANTS – BOD

General:
1. Sealants for use in new and existing installations were indicated or required.
2. Sealant to be Dow 795 Silicone Building Sealant.
3. Prepare joints to receive sealant per manufactures instructions.
4. Install per manufactures instructions.
5. Color to be selected by the Owner.

INTERIOR FLOOR JOINT AND CRACK FILLER -BOD

General:
1. Fill existing concrete floor cracks and joints in need of repair with a 2-Part Semi Rigid Polyurea Joint Filler.
2. Joint filler to be Sika Loadflex-534 EZ.
3. Prepare cracks/joints per manufactures instructions.
4. Install per manufactures instructions.

DIVISION 08 DOOR AND WINDOWS

HOLLOW METAL DOORS AND FRAMES - P

General:
1. Submittals to include, product literature, compliance requirement.
2. Fastener spacing as required to resist the code-imposed wind loading.
3. All fasteners are to be -304 Stainless Steel.
4. Doors must meet all code requirements set forth in the Florida Code.
Interior Standard Steel Doors and Frames
1. Construct hollow-metal doors and frames to comply with standards indicated for materials, fabrication, hardware locations, hardware reinforcement, tolerances, and clearances, and as specified.
2. Provide rated doors and frames when located in rated walls. Meet code requirements for hourly rating.
3. Doors:
  1. Doors and frames to be Extra-Heavy-Duty and conform to ANSI/SDI A250.8, Level 3; ANSI/SDI A250.4, Level A.
  2. Match existing configuration as to size and hand.
  3. Doors to be prepped and receive reinforcement to receive existing hardware or new hardware to match existing.
  4. Door to be 1-3/4 inches thick.
  5. Face material to be uncoated steel sheet, minimum thickness of 0.053 inch.
  6. Edge Construction to be full flush.
  7. Edge Bevel to be manufacturer's standard beveled or square edges.
  8. The core to be foamed in place polyurethane.
  9. Exposed finish to be primed for field finish
  10. Steel thickness to be 18 ga
4. Frames:
  1. Frames to be manufactured from uncoated steel sheet, minimum thickness of 0.053 inch.
  2. Sidelite and Transom Frames are to be fabricated from same thickness material as adjacent door frame.
  3. Frames to be full profile welded.
  4. Frame thickness to be 16 ga
  5. Exposed finish to be primed for field finish.
Exterior Steel Doors and Frames
1. Construct hollow-metal doors and frames to comply with standards indicated for materials, fabrication, hardware locations, hardware reinforcement, tolerances, and clearances, and as specified.
2. Doors to be prepped and receive reinforcement to receive existing hardware or new hardware to match existing.
3. Doors
  1. Provide door assemblies with R value of not less than R 5 when tested according to ASTM C518. Final R values based on code requirement for the conditioned loading dock area.
  2. Doors and Frames to be extra heavy-duty and conform to ANSI/SDI A250.8, Level 3; ANSI/SDI A250.4, Level A.
  3. Match existing door size and hand
  4. Doors to be 1-3/4 inches.
  5. Door Face shall be manufactured from metallic-coated steel sheet, minimum thickness of
    0.053 inch, with minimum A60 coating.
  6. Edge Construction to be seamless.
  7. Edge Bevel to be manufacturer's standard edges.
  8. Close top edges of doors with flush closures of same material as face sheets. Seal joints against water penetration.
  9. Close bottom edges of doors with end closures or channels of same material as face sheets. Provide weep-hole openings in bottoms of exterior doors to permit moisture to escape.
  10. Foamed in place polyurethane.
  11. Door facing material to be 18 ga
  12. Exposed finish to be primed for field finish.
4. Frames
  1. Materials: Metallic-coated steel sheet, minimum thickness of 0.053 inch, with minimum A60 coating.
  2. Frames to be full profile welded.
  3. Frame thickness to be 16 ga
  4. Exposed finish to be prime.

INSULATED OVERHEAD COILING DOOR- BOD

General:
1. Doors that meet the requirements of these specification can be provided as long as they are submitted as substitutions and follow the Owner’s contract requirements for approval.
Manufacturers:
1. Overhead Coiling Stormtite Advanced Performance Insulated Service Doors: Overhead Door Corporation Stormtite AP Model 627.
Requirements:
1. Curtain: Interlocking roll-formed slats as specified following. Endlocks shall be attached to each end of alternate slats to prevent lateral movement.
  1. Flat profile type FIT-265 for doors up to 40 feet (12.19 m) wide.
  2. Front slat fabricated of:
    1. 24-gauge galvanized steel.
  3. Back slat fabricated of:
    1. 24-gauge galvanized steel.
  4. Slat cavity filled with CFC-free foamed-in-place, polyurethane insulation.
    1. R-Value: Minimum of 10.9. Final R Values as required to meet code required performance for the conditioned dock area.
2. Air Infiltration: Meets ASHRAE 90.1 and IECC 2012/2015 C402.4.3 Air leakage <1.00 cfm/ft2.
3. Slats and Hood Finish:
  1. Galvanized Steel: Slats and hood galvanized in accordance with ASTM A 653 and receive rust-inhibitive, roll coating process, including 0.2 mils thick baked-on prime paint, and 0.6 mils thick baked-on polyester topcoat.
    1. Polyester Topcoat.
      1. Polyester to match the existing exterior wall finish.
    2. Non-galvanized exposed ferrous surfaces shall receive one coat of rust-inhibitive primer.
4. Weather Seals:
  1. Vinyl bottom seal and internal hood seals.
  2. Interior and exterior EPDM triple-seal finned guide weather seal.
  3. Lintel weather seal.
  4. Air Infiltration Package: IECC 2012/2015 listed; product to meet C402.4.3 2012 Air leakage
    <1.00 cfm/ft2.
    1. Air infiltration perimeter seal package includes guide cover, guide cap, PVC weather seal on exterior of guide, EPDM triple finned weather seal on interior of guide, lintel weather seal and vinyl bottom seal.
5. Bottom Bar:
  1. Two powder coated steel angles minimum thickness 1/8 inch (3 mm) bolted back-to-back to reinforce curtain in the guides. Paint Safety Yellow.
6. Guides: Three structural steel angles.
7. Brackets:
  1. Hot rolled powder coated steel to support counterbalance, curtain and hood.
8. Finish: Guides, and Brackets:
  1. Finish: Powder coat finish to match the door.
9. Counterbalance: Helical torsion spring type housed in a steel tube or pipe barrel, supporting the curtain with deflection limited to 0.03 inch per foot of span. Counterbalance is adjustable by means of an adjusting tension wheel.
10. Hood: Provide with internal hood baffle weather seal.
  1. 24-gauge galvanized steel with intermediate supports as required.
11. Manual Override Operation: Chain hoist.
12. Electric Motor Operation: Provide Heavy Duty Rolling Door and Grille Operator: Model RHX True Gear Head Type Door Operator, size as recommended by manufacturer to move door in either direction at not less than 2/3 foot nor more than 1 foot per second.
  1. Entrapment Protection
    1. Photo electric eyes.
  2. Operator Controls:
    1. Push-button operated control stations with open, close, and stop buttons.
    2. Controls for interior location.
    3. Controls surface mounted.
    4. Auxiliary Output Module for up, down, and mid-stop limit status via several auxiliary sets of dry contacts that are microprocessor controlled. ADA compliant outputs that activate when door is moving up, down, or both directions and can be configured using the on-board keypad.
  3. Motor Voltage: for electrical characteristics.
    1. 480 volts, 60 Hz three phase.
13. Wind load Design: Wind load shall be based on the Florida Code requirements for this location.

PVC SLAT CURTAIN SYSTEM – BOD

Manufacturer: Alcon Curtain
Requirements:
1. PVC base material .120-inch thickness clear standard ribbed with anti-scratch coating and NFPA - 701 flame resistant material.
2. Material formulated for zero degrees and above.
3. Provide 50% individual curtain overlap with individual curtain section width based on manufacturers recommendation for door height.
4. Equip curtain with new overhead supporting hardware. Manufacturer’s standard configuration constructed from galvanized steel.
5. Curtain and overhead support to be the width of the door opening plus the door width in the open position if the curtain is on the door side of the opening. If the curtain is on the interior side of the cooler, it should be the width of opening plus 20%.

POWERED SLIDING INSULATED DOORS- BOD

Manufacturer:
1. Rytec Corporation Model High Speed Insulated Bi-Parting Sliding Doors.
Requirements
1. Door Panel: Insulated, frameless Flex-Panel® technology panels with closed cell foam core and fiber reinforced thermoplastic skin laminated to core. Minimum R-Value of 17. A greater R - value may be required to match the thermal resistance of the existing Refrigerated Panel system per the Owners requirements. Design Builder to verify. A Flexible and abrasion resistant polyurea/polyurethane elastomer perimeter seal completely encases the perimeter of each panel. Flexible panel and pivoting carriage allow door to withstand impact of forklift. Panel suspension designed for even weight distribution to reduce component stress. Panels include composite reinforced header cap integrated within the top edge of the panel for structural integration with suspension system.
2. Door Mounted Seals: Bottom seal incorporate a 0.045 inch cloth reinforced EPDM rubber sweep seal coupled with 18 ounce reinforced vinyl which is attached to the door panel with industrial grade hook and loop allowing easy adjustment and replacement. The panel mounted seal, when coupled with wall mounted bulb type seals, provide for a tight, effective full-perimeter closure
3. Wall Mounted Seals: Perimeter door bulb seals with reinforced Nitrile belting attached to thermally insulating composite backing are wall mounted at the sides and top of the door opening. 110V single phase, 10 watt/per ft heat trace is installed in the bulb seals as standard equipment to be connected to 110V power source via a 20 amp GFI circuit for Freezer applications. The seals are screwed into galvanized sheet metal angles that are mounted to the wall surface to create a thermal break. These seals are replaceable.
4. Head Assembly: Modular design for fast and easy installation, no welding required. Galvanized steel head assembly with powder coated steel components is fully assembled and tested at factory.
5. Door Track: Integral head assembly tracks keeps panel off the ground and away from compression seals when door opens, reducing wear. Track's continuous “in & down” slope conveniently moves the panel into place while closing - effectively securing full-perimeter seal. Each panel has two roller carriages and each carriage features (4) urethane rollers for smooth, durable operation. Panelto-carriage interface pivots to maintain roller surface contact and minimize damage in the event the door is impacted by a forklift.
6. Stay Rollers: Trailing edge stay roller is a floor mounted, powder coated steel base supporting adjustable polymer wheel. Trailing edge stay roller interfaces with a wedge block mounted on
  
  trailing edge of the door panel to complete trailing perimeter seal of the door in the closed position. Leading edge stay roller is a floor mounted, powder coated steel base and cam arm assembly supporting two (2) polymer rollers. The leading edge stay roller accommodates door flexure away from the wall due to environmental conditions and presses the leading edge into the wall mounted bulb seal on door closure to complete leading edge perimeter seal of the door in the closed position.
7. Leading Edge Bull-nose: Optional stainless steel sheet metal bullnose is provided on the lower section of the door panel leading edge to guide the panel around the door opening jamb when environmental conditions exist that push the panel into the jamb during the close cycle.
8. Defrost System: Panel defrost system is NOT required. Closed heat system located in the wall mounted, stationary bulb seal assemblies provided by 110v self-limiting heat trace keeps the seal material pliable and reduces frost build up around the perimeter of the door panel.
9. Drive System: 1 HP, 3 phase, 100 Hz, 230 VAC inverter-duty motor with gearbox and brake. Three phase, variable-speed AC Drive provides soft acceleration and deceleration. Independent opening and closing speeds provide flexibility to meet any application. Motor and all electrical components pre-wired at factory. In the event of a power failure, the door can be manually opened. Motors using a clutch or brake to start or stop door movement will not be accepted.
10. Travel Speed: Variable-speed AC-Drive is pre-set at the factory to open door at up to 120 inches (10 feet) per second and close at 40 inches (3 1/2 feet) per second.
11. Electrical Controls: Rytec controller housed in a UL/cUL Listed NEMA 4X-rated enclosure with factory set parameters.
  1. Parameter changes and all door configurations can be made from the face of the control box, no exposure to high voltage. Control panels that require opening of the control box and reaching inside to make parameter changes will not be accepted.
  2. Controls include a variable-speed AC drive system capable of infinitely variable speed control in both directions, within factory parameters.
  3. Depending on number required, programmable inputs and outputs accommodate special control applications (traffic lights, horns, actuation devices, timing sequences, etc.) without the need for additional electrical components.
  4. Self-diagnostic scrolling two-line vacuum fluorescent display provides expanded informational messages for straightforward installation, control adjustments and error reporting.
  5. Complete history of door, at least two years, is logged and encrypted onto a USB flash drive. All errors have a time and date stamp for reference. Control panels not logging up to two years of door history will not be accepted.
12. Door to use absolute rotary encoder to regulate door travel limits. Limits to be adjustable within factory parameters, without the use of tools, from floor level at the control panel. Doors using mechanical limits switches, or doors that require tools or access to the operator in order to adjust limits, will not be accepted.
13. All components factory finished.

DIVISION 09 FINISHES

CONCRETE FLOOR SEALING - BOD

General
1. For concrete floor surfaces scheduled to be sealed, provide sealer densifier.
2. Material to be the Ashford Formula
3. Clean and prepare the slab per the manufacture’s requirements.
4. Install per the manufacturer’s instructions.
5. Burnish the dried floor per the manufacturer’s instructions.

PAINTING PT – BOD

General
1. For exposed surfaces not scheduled to receive a factory finish prepare the surface in accordance with the manufacturers published requirements.
2. For previously painted surfaces: Remove all surface contamination such as oil, grease, dirt, oxide, rust, mold, mildew, mortar, efflorescence, and other foreign contaminants by cleaning per SSPC-SP1, Solvent Cleaning. Scuff sand or mechanically abrade smooth and/or glossy surfaces of existing paint films to remove all loose/poorly adhering paint and impart a surface profile that will promote adhesion of subsequent coating system. Spot prime any bare areas with the appropriate primer. Check for compatibility by applying a test patch of the recommended coating system, covering 2 to 4 sq. feet. Allow to dry one week before testing adhesion per ASTM D3359. If the coating system is incompatible additional surface preparation up to and including complete removal may be required.
3. Colors to be determined during the submittal phase.
4. Provide 5% additional materials in unopened containers for each coating system scheduled but not less than one full gallon.
Manufacturer – Sherwin Williams
Exterior Painting Schedule
1. CMU Substrates:
  1. Latex System:
    1. Block Filler: Block filler, latex, interior/exterior.
      1. S-W PrepRite Block Filler, B25W25.
  2. Intermediate Coat: Latex, exterior, matching topcoat.
  3. Topcoat: Latex, exterior, flat.
    1. SW A-100 Exterior Latex Flat, A6 Series.
2. Ferrous Metal, Galvanized-Metal, and Aluminum Substrates:
  1. Water-Based Light Industrial Coating System:
    1. Prime Coat: Primer, water based.
      1. S-W Pro Industrial Pro-Cryl Universal Primer, B66-310 Series.
  2. Intermediate Coat: Light industrial coating, exterior, water based, matching topcoat.
  3. Topcoat: Light industrial coating, exterior, water based, semi-gloss.
    1. S-W Pro Industrial Acrylic Semi-Gloss Coating, B66-650 Series.
Interior Painting Schedule
1. Concrete Block, (Eggshell Finish) :
  1. Primer: 1st Coat – SW PrepRite Block Filler, B25W25
  2. Finish: 2nd & 3rd Coats – SW ProMar 200 Zero VOC Latex Eg-Shel, B20W12650 series.
2. Concrete Block, (Semi-Gloss Finish – Restrooms and Kitchen areas,):
  1. Primer:1st Coat - SW PrepRite Block Filler, B25W25
  2. Finish: 2nd & 3rd Coats - SW ProMar 200 Zero VOC Latex Semi-Gloss, B31W2650 series.
3. Wood Surfaces, (Enamel Finish) :
  1. Primer: 1st Coat – SW PrepRite ProBlock Latex Primer/Sealer, B51-620 series
  2. Finish: 2 nd & 3rd Coats – SW ProClassic Acrylic Semi-Gloss Coating, B31-1100 series.
4. Concrete Substrates, Traffic Surfaces:
  1. Water-Based Concrete Floor Sealer System:
    1. First Coat: Matching topcoat. SW H&C Clarishield WB Clear Sealer Wet Look
    2. Topcoat: Water-based concrete floor sealer. SW H&C Clarishield WB Clear Sealer Wet Look
5. Steel Substrates:
  1. Water-Based Light-Industrial Coating System:
    1. Prime Coat: Primer, rust-inhibitive, water based. SW Pro Industrial Pro-Cryl Universal Metal Primer, B66-310 series
    2. Intermediate Coat: Matching topcoat.
    3. Topcoat: Interior, water-based, light-industrial coating. SW Pro Industrial DTM Acrylic Coating Egg-Shell, (B66-1250 series.
  2. Water-Based Dry-Fall System (Overhead Structure Only):
    1. Prime Coat: SW Kem Bond HS Metal Primer, B50Z series
    2. Topcoat: SW Pro Industrial Waterborne Acrylic Dryfall Egg-Shell B42-82 series,
6. Galvanized-Metal Substrates:
  1. Water-Based Light-Industrial Coating System:
    1. Prime Coat: Cementitious galvanized primer. SW Pro Industrial Pro-Cryl Universal Metal Primer, B66-310 series
    2. Intermediate Coat: Matching topcoat.
    3. Topcoat: Interior, water-based, light-industrial coating, SW Pro Industrial DTM Acrylic Coating Egg-Shell, (B66-1250 series).
7. Aluminum (Not Anodized or Otherwise Coated) Substrates:
  1. Water-Based Light-Industrial Coating System:
    1. Prime Coat: Quick-dry primer for aluminum. SW Pro Industrial Pro-Cryl Universal Metal Primer, B66-310 series
    2. Intermediate Coat: Matching topcoat.
    3. Topcoat: Interior, water-based, light-industrial coating. Pro Industrial DTM Acrylic Coating Egg-Shell, (B66-1250 series).
8. Finish Carpentry:
  1. Water-Based Light-Industrial Coating System:
    1. Prime Coat: Interior alkyd primer sealer. SW Extreme Block Primer/Sealer, B49-600
    2. Intermediate Coat: Matching topcoat.
    3. Topcoat: Interior, water-based, light-industrial coating. SW Pro Industrial DTM Acrylic Coating Egg-Shell, (B66-1250 series.
9. Gypsum Board Substrates:
  1. Water-Based Light-Industrial Coating System:
    1. Prime Coat: Interior latex primer sealer. SW ProMar 200 Zero VOC Latex Primer, B28- 2600
    2. Intermediate Coat: Matching topcoat.
    3. Topcoat: Interior, water-based, light-industrial coating. SW Pro Industrial DTM Acrylic Coating Egg-Shell, (B66-1250 series), Semi-Gloss, (B66-1150 series), Gloss, (B66-1050 series)

CERAMIC TILE CT – BOD

Manufacturer: Dal Tile
General
1. Porcelain Tile Type: Unglazed.
  1. Tile Size: 12”x 24”, 2”x2”
  2. Tile Pattern: Haute Monde or equivalent.
  3. Grout Color: To be selected from manufacturer’s entire range of colors.
  4. Trim Units: Coordinated with sizes and coursing of adjoining flat tile where applicable and matching characteristics of adjoining flat tile. Provide shapes as follows, selected from manufacturer's standard shapes:
    1. Base for Thinset Mortar Installations with no adjacent wall tile: Cove base.
  5. Locations: 2”x2” in bathrooms as noted in schedule, 12”x24” in quality control/office as noted in schedule.
2. Wall Tile Type: Glazed
  1. Tile Pattern: Color Wheel Classic or equivalent.
  2. Grout Color: To be selected from manufacturer’s entire range of colors.
  3. Trim Units: Coordinated with sizes and coursing of adjoining flat tile where applicable and matching characteristics of adjoining flat tile. Provide shapes as follows, selected from manufacturer's standard shapes:
    1. Wainscot Cap for Thinset Mortar Installations: Surface bullnose.
    2. Wainscot Cap for Flush Conditions: Regular flat tile for conditions where tile wainscot is shown flush with wall surface above it, same size as adjoining flat tile.
    3. External Corners for Thinset Mortar Installations: Surface bullnose, same size as adjoining flat tile.
    4. Internal Corners: Field-butted square corners. For coved base and cap use angle pieces designed to fit with stretcher shapes.
    5. Base: Flat top cove base, same size as adjoining flat tile.
3. Install tile with the following joint widths:
  1. Glazed Wall Tile: 1/16 inch (1.6 mm).
  2. Porcelain Tile: 1/8 inch (3.2 mm).

RESILIENT FLOORING LVT - BOD

Manufacturer: Shaw Contract
General:
1. Solid Vinyl Floor Tile.
  1. Tile Collection: Terrain II or equivalent.
  2. Tile Standard: ASTM F1700.
    1. Class: Class III.
    2. Type: B, Embossed Surface.
  3. Thickness: 0.118 inch (3.0 mm).
  4. Wear Layer Thickness: 30 mil (0.03 in).
  5. Edge Profile: Squared Edge.
  6. Size: 6 by 48 inches (15 cm by 121.92 cm).
  7. Colors: As indicated by manufacturer's designations.

CARPETING CPT - BOD

Manufacturer: Shaw Contract
General:
1. Collection: Diffuse Ecologix or equivalent.
  1. Dye Method: 100% Solution Dyed.
  2. Tufted Weight:16oz/sq yd.
  3. Size: 24 by 24 inches (610mm by 610 mm).
  4. Colors: To be selected from manufacturer’s collection entire color range.
  5. Locations: Offices, Administration Open Office

RUBBER BASE VB - BOD

Manufacturer: Johnsonite.
General:
1. Wall Base.
  1. Base Standard: ASTM F1861.
  2. Type: Thermoplastic Rubber (TP), Group 1.
  3. Thickness: 0.125 inch (3.18 mm).
  4. Size: 4 inches.
  5. Length: 120’ coils.
  6. Colors: To be selected from manufacturer’s entire color range.
2. Where existing wall base is replaced on drywall, flash coat drywall as required to get smooth finish.

RUBBER STAIR TREAD AND RISER RT - BOD

Manufacturer: Johnsonite.
General:
1. Rubber Stair Tread with Integrated Riser.
  1. Visually Impaired: Solid Color Rubber Insert.
  2. Color: To be selected from manufacturer’s entire color range.

ACOUSTICAL CEILING SYSTEM ACT – BOD

A. General:

Where ceiling system are indicated to be replaced provide 2x2 or 2x4 tile tiles and grids to match existing sizes.
Ceiling tiles shall be Armstrong Optima Lay-in color white or approved equal.
Ceiling grids to be aluminum color white.
Install per manufactures instructions.

INTERIOR INSULATED WALL AND CEILING SYSTEMS -BOD

Manufacturer: Parkland Plastics
Requirements:
1. Duro-Therm FR Series Panels: Smooth white polymer-alloy faced rigid insulation backed fire retardant treated panels.
2. R values as required to meet the requirements established by the Florida Building Code for the application at the conditioned loading dock area.
3. Ceiling T-bar type suspension system. Noncorrosive base material with the configuration recommended by the panel manufacturer.
4. Wall type attachment shall be as supplied by the panel manufacturer for direct attachment to the existing wall girts. Include T-bar jointing accessories, sealants and proper backing for any surface attachments required such as conduit and door control panels.

DIVISION 10 SPECIALTIES

DOOR/BUILDING IDENTIFICATION SIGNAGE – D

General:
1. Provide all code required signage for egress and accessibility.
2. Signage materials to be polycarbonate base material with etching/raised forms as required by code for size contract and recognizability.
3. Install per manufactures instructions.

TOILET PARTITIONS – BOD

General:
1. Phenolic-Core Toilet Compartments
  1. Manufacturers: Basis of design manufacturer is General Partitions Mfg. Subject to color availability and approval by Architect, other manufacturers may include:
    1. Accurate Partitions Corporation.
    2. Flush Metal Partition Corp.
  2. Toilet and Shower-Enclosure Style: Overhead braced.
  3. Urinal-Screen Style: Wall hung.
  4. Door, Panel, Screen, and Pilaster Construction: Solid phenolic-core panel material with melamine facing on both sides fused to substrate during panel manufacture (not separately laminated), and with eased and polished edges and no-sightline system. Provide minimum 3/4-inch- thick doors and pilasters and minimum 1/2-inch- thick panels.
  5. Pilaster Shoes and Sleeves (Caps): Formed from stainless-steel sheet, not less than 0.031- inch nominal thickness and 3 inches high, finished to match hardware.
  6. Brackets (Fittings):
    1. Full-Height (Continuous) Type: Manufacturer's standard design; aluminum.
  7. Phenolic-Panel Finish:
    1. Facing Sheet Finish: One color and pattern in each room.
    2. Color and Pattern: As chosen from manufacturer’s standard colors.
    3. Edge Color: Manufacturer's standard.
2. Hardware And Accessories
  1. Hardware and Accessories: Manufacturer's heavy-duty operating hardware and accessories.
  2. Hinges: Manufacturer's minimum 0.062-inch- thick stainless-steel paired, self-closing type that can be adjusted to hold doors open at any angle up to 90 degrees, allowing emergency access by lifting door. Mount with through-bolts.
  3. Latch and Keeper: Manufacturer's heavy-duty surface-mounted cast-stainless-steel latch unit designed to resist damage due to slamming, with combination rubber-faced door strike and keeper, and with provision for emergency access. Provide units that comply with regulatory requirements for accessibility at compartments designated as accessible. Mount with through-bolts.
  4. Coat Hook: Manufacturer's heavy-duty combination cast-stainless-steel hook and rubber- tipped bumper, sized to prevent in-swinging door from hitting compartment-mounted accessories. Mount with through-bolts.
  5. Door Bumper: Manufacturer's heavy-duty rubber-tipped cast-stainless-steel bumper at out- swinging doors. Mount with through-bolts.
  6. Door Pull: Manufacturer's heavy-duty cast-stainless-steel pull at out-swinging doors that complies with regulatory requirements for accessibility. Provide units on both sides of doors at compartments designated as accessible. Mount with through-bolts.
  7. Overhead Bracing: Manufacturer's standard continuous, extruded-aluminum head rail with anti-grip profile and in manufacturer's standard finish.
  8. Anchorages and Fasteners: Manufacturer's standard exposed fasteners of stainless steel, finished to match the items they are securing, with theft-resistant-type heads. Provide sex- type bolts for through-bolt applications. For concealed anchors, use stainless-steel, hot-dip galvanized-steel, or other rust-resistant, protective-coated steel compatible with related materials.

TOILET ACCESSORIES – P

General:
1. Public-Use Washroom Accessories
  1. Source Limitations: Obtain public-use washroom accessories from single source from single manufacturer.
  2. Toilet Tissue (Roll) Dispenser:
    1. Description: Roll-in-reserve dispenser with hinged front secured with tumbler lockset.
    2. Mounting: Surface mounted.
    3. Operation: Noncontrol delivery with standard spindle.
    4. Capacity: Designed for 4-1/2- or 5-inch- (114- or 127-mm-) diameter tissue rolls.
    5. Material and Finish: Stainless steel, ASTM A480/A480M No. 4 finish (satin).
  3. Combination Towel (Folded) Dispenser/Waste Receptacle:
    1. Description: Combination unit for dispensing C-fold or multifold towels, with removable waste receptacle.
    2. Mounting: Semi-recessed.
      1. Designed for nominal 4-inch (100-mm) wall depth.
    3. Minimum Towel-Dispenser Capacity: 600 C-fold or 800 multifold paper towels.
    4. Minimum Waste-Receptacle Capacity: 12 gal. (45.4 L).
    5. Material and Finish: Stainless steel, ASTM A480/A480M No. 4 finish (satin).
    6. Lockset: Tumbler type for towel-dispenser compartment and waste receptacle.
  4. Soap Dispenser:
    1. Description: Designed for manual operation and dispensing soap in liquid form.
    2. Mounting: Vertically oriented, surface mounted.
    3. Capacity: 40 oz.
    4. Materials: Stainless steel.
    5. Lockset: Tumbler type.
    6. Refill Indicator: Window type.
  5. Sanitary-Napkin Disposal Unit:
    1. Mounting: Surface mounted.
    2. Door or Cover: Hinged, disposal-opening cover.
    3. Receptacle: Removable.
    4. Material and Finish: Stainless steel, ASTM A480/A480M No. 4 finish (satin).
  6. Sanitary-Napkin and Tampon Vendor:
    1. Mounting: Semi-recessed, designed for 4-inch (100-mm) wall depth.
    2. Capacity: 30 napkins, 20 tampons.
    3. Operation: No coin (free).
    4. Exposed Material and Finish: Stainless steel, ASTM A480/A480M No. 4 finish (satin).
    5. Lockset: Tumbler type with separate lock and key for coin box.
  7. Grab Bar:
    1. Mounting: Flanges with concealed fasteners.
    2. Material: Stainless steel, 0.05 inch (1.3 mm) thick.
      1. Finish: Smooth, ASTM A480/A480M No. 4 finish (satin).
    3. Outside Diameter: 1-1/2 inches (38 mm).
    4. Configuration and Length: As indicated on Drawings.
  8. Mirror Unit:
    1. Frame: Stainless steel channel.
      1. Corners: Welded and ground smooth.
    2. Size: As indicated on Drawings.
    3. Hangers: Manufacturer's standard rigid, tamper and theft resistant.
  9. Seat-Cover Dispenser
    1. Mounting: Surface mounted.
    2. Minimum Capacity: 250 seat covers.
    3. Exposed Material and Finish: Stainless steel, ASTM A480/A480M No. 4 finish (satin).
    4. Lockset: Tumbler type.
  10. Hook:
    1. Description: Double-prong unit.
    2. Mounting: Concealed.
    3. Material and Finish: Stainless steel, ASTM A480/A480M No. 4 finish (satin).
2. Custodial Accessories
  1. Source Limitations: Obtain custodial accessories from single source from single manufacturer.
  2. Custodial Mop and Broom Holder:
    1. Description: Unit with shelf, hooks, holders, and rod suspended beneath shelf.
    2. Length: 36 inches (914 mm).
    3. Hooks: Four.
    4. Mop/Broom Holders: Three, spring-loaded, rubber hat, cam type.
    5. Material and Finish: Stainless steel, ASTM A480/A480M No. 4 finish (satin).
      1. Shelf: Not less than nominal 0.05-inch- (1.3-mm-) thick stainless steel.
      2. Rod: Approximately 1/4-inch- (6-mm-) diameter stainless steel.

FIRE EXTINGUISHERS AND CABINETS – D

General:
1. Where required by code or noted on the drawings.
2. Fire Extinguishers to be 25# ABC type with wall brackets.
3. Install per manufactures instructions.

DIVISION 11 EQUIPMENT

LOADING DOCK EQUIPMENT – BOD

Dock shelters designed to form a seal with sides and top of truck body while leaving entire width and height of truck's rear opening unobstructed; of type, size, and construction indicated.
1. Manufacturer: Subject to compliance with requirements, provide “FSR 1000 FoamSide® Dock Shelter” as manufactured by Kelley Entrematic.
2. Door Opening Size: Match existing.
3. Components: Each unit shall consist of (2) two foam side members with backing constructed of roll-formed galvanized steel, (2) two side curtains and draft pads, (1) one structural steel head frame, and (1) one head curtain.
4. Side curtains shall include flexible fiberglass stays, spaced 14” on center. All stays will be inserted into sleeves and then inserted into stay pockets. Side curtains will also include bottom wear panels. The inside of both side curtains will include a closed cell neoprene sealing edge.
  1. Side curtains shall provide full access to trailer.
5. Head curtains shall include (4) four wear pleats at each end and (5) five flexible fiberglass stays inserted into sleeves and stay pockets.
  1. Head Curtain Drop: 24” with splits.
6. Projection: 18”
7. Fabric: 22 oz. Vinyl
  1. Color: Black
  2. Guide Stripes: Standard
Dock Bumpers
1. Manufacturers Kelley Entrematic.
2. Laminated-Tread Dock Bumper: Fabricated from multiple, uniformly thick plies cut from fabric- reinforced rubber tires. Laminate plies under pressure on not less than two 3/4-inch diameter, steel supporting rods that are welded at one end to 1/4-inch thick, structural-steel end angle and secured with a nut and angle at the other end. Fabricate angles with predrilled anchor holes and sized to provide not less than 1 inch of tread plies extending beyond the face of closure angles. Dimensions below are minimums:
  1. Thickness: 4-inches.
  2. Horizontal Style: Match existing size.
3. Anchorage Devices: Hot-dip galvanized-steel anchor bolts, nuts, washers, bolts, sleeves, cast-in- place plates, and other anchorage devices as required to fasten bumpers securely in place and to suit installation type indicated.
Recessed Dock Levelers
1. General: Recessed, hinged-lip-type dock levelers designed for permanent installation in concrete pits preformed in the edge of loading platform; of type, function, operation, capacity, size, and construction indicated; and complete with safety devices, and accessories required.
  1. Basis-of-Design Product: Subject to compliance with requirements, provide HDH Series Hydraulic Dock Leveler as manufactured by Pioneer Dock Equipment. Sized to match the existing pit dimensions.
  2. Manufactures making equal products that may provide equipment:
    1. McGuire
    2. Rite Hite
    3. Kelly
2. Rated Capacity: Capable of supporting total gross load of 80,000 without permanent deflection or distortion.
3. Platform: Not less than 1/4-inch-thick high tensile steel safety tread nonskid plate.
  1. Platform Size: Match existing opening
  2. Frame: Manufacturer's Steel with 55,000 lb. minimum yield with tread plate design. With structural “C” channel welded at the front of the leveler to the full width of the header plate.
  3. Toe Guards: Equip open sides of dock leveler over range indicated with metal toe guards.
    1. Toe-Guard Range: Entire upper operating range.
4. Lip: Not less than 3/4-inch- thick, high tensile nonskid steel plate.
  1. Hinge: Full width, piano-type hinge with heavy-wall hinge tube, with gussets on lip and ramp for support. Lip pin to be minimum of 1- 1/8 inch thick made from cold rolled CF 1045 steel shaft.
  2. Safety Barrier Lip: Designed to protect material-handling equipment from an accidental fall from loading platform edge of the dock leveler when the leveler is not in use.
5. Function: Dock levelers shall compensate for differences in height between truck bed and loading platform.
  1. Vertical Travel: Operating range above platform level of sufficient height to enable lip to extend and clear truck bed before contact with the following minimum working range:
    1. Above Adjoining Platform: 12 inches.
    2. Below Adjoining Platform: 12 inches.
  2. Automatic Vertical Compensation: Floating travel of ramp with lip extended and resting on truck bed shall compensate automatically for upward or downward movement of truck bed during loading and unloading.
  3. Automatic Lateral Compensation: Tilting of ramp with lip extended and resting on truck bed shall compensate automatically for canted truck beds of up to 4 inches over width of ramp.
  4. Lip Operation: Manufacturer's standard mechanism that automatically extends and supports hinged lip on ramp edge with lip resting on truck bed over dock leveler's working range, allows lip to yield under impact of incoming truck, and automatically retracts lip when truck departs.
    1. Length of Lip Extension: 16 inches.
6. Construction: Fabricate dock-leveler frame, platform supports, and lip supports from structural- or formed-steel shapes. Weld platform and hinged lip to supports. Fabricate entire assembly to withstand deformation during both operating and stored phases of service. Chamfer lip edge to minimize obstructing wheels of material-handling vehicles.
  1. Cross-Traffic Support: Manufacturer's standard method of supporting ramp at platform level in stored position with lip retracted. Provide a means to release supports to allow ramp to descend below platform level.
  2. Maintenance Strut: Integral strut to positively support ramp in up position during maintenance of dock leveler.
7. Accessories:
  1. Provide side and rear weatherseals.
  2. Provide foam insulation under dock-leveler platform.
8. Dock-Leveler Finish: Manufacturer's standard finish.
  1. Toe Guards: Paint toe guards to comply with ANSI Z535.1.
Steel Finishes for Loading Dock Equipment
1. Galvanizing: Hot dip galvanize components as indicated to comply with the following:
  1. ASTM A 123 for iron and steel loading dock equipment.

DIVISION 12 FURNISHINGS

WINDOW BLINDS - BOD

Manufacturer: Levolor.
General:
1. Collection: Riviera or equivalent.
  1. Slat Material: 8-gauge metal.
  2. Slat Size: 1 inch.
  3. Lift: Corded.

DIVISION 13 SPECIAL CONSTRUCTION

ENGINEERED METAL BUILDING COMPONENTS - D

General:
1. Where indicated on the drawings or as required during construction, replace wall girts, door frame opening steel, and other existing building envelope components with profiles, and thicknesses to match the item being replaced.
2. New structural elements which shall replace existing or damaged elements within the pre- engineered metal building frame shall comply with the Florida Building Code.
3. Girts shall be factory primed.
4. Other components shall receive a factory galvanized finish unless indicated otherwise on the drawings and field painted.

DIVISION 21 FIRE SUPPRESSION

GENERAL - D

General:
1. Remove existing fire protection system as required for removal of equipment, ductwork, ceilings, partitions, steel, etc.
2. Provide temporary fire protection during construction as required by Authority Having Jurisdiction.
3. Fire Protection Contractor shall provide a complete operational system that is in compliance with NFPA 13, Florida Building Code, owner’s insurance underwriter and Authority Having Jurisdiction requirements.
4. Drawings and hydraulic calculations shall be signed and sealed by a fire protection engineer registered in Florida.
5. Fire protection system components shall be UL Listed and approved by owner’s insurance underwriter.

SPRINKLERS - D

General:

Provide new exterior sprinklers, escutcheons and appurtenances with a Electroless Nickel PTFE (ENT) plating.
Provide new sprinkler, sprinkler piping and appurtenances as required for installation of new equipment, ductwork, ceilings, partitions, etc. New fire protection system shall match existing facility standards.

Sprinkler heads located in cooler shall be dry pendant.

SYSTEM PIPING - D

General:

Provide new sprinkler piping as required to meet installation requirements. New sprinkler piping shall match existing facility standards.

All corroded sprinkler piping located above the soffit serving the exterior sprinkler heads shall be removed and replaced with galvanized sprinkler piping.

DIVISION 22 PLUMBING

PLUMBING FIXTURES AND TRIM - D

General:
1. Provide a unit cost to owner for replacement of existing plumbing fixtures, hot water heaters, drinking fountains, etc. Owner shall determine which fixtures are required to be replaced.
2. Replacement items shall match existing facility standards.

DIVISION 23 HEATING, VENTILATING, AND AIR-CONDITIONING

REFRIGERATED LOADING DOCK – D/BOD

General:
1. Provide environmental temperature control of 55°F year around
2. Provide 30-ton air-cooled condensing unit for refrigerant to be supplied to the fancoil units
3. Provide (6) three 5.0 tons refrigerant cooled fan coils
4. Provide any new exhaust fans for all renovated restrooms providing 2 CFM per SF exhaust
Air Cooled Condensing Unit:
1. Furnish and install condensing unit similar to the following Daikin:
Refrigerated Fancoil Units
1. Furnish and install (6) fancoil units similar to Bohn:

Provide exhaust fans similar to Greenheck:

DIVISION 26 ELECTRICAL

ELECTRICAL SERVICE AND DISTRIBUTION - D

General:
1. Modify, replace, and upgrade the existing electrical service and service entrance equipment as required to accommodate the additional HVAC equipment being added for additional interior cooling.
2. Based on utility billing history data provided for the facility from December of 2019 through November of 2021, a peak demand of 343 kW occurred in July of 2020. Per the NEC requirement for using historical demand, applying a 25% safety factor results in an existing peak demand of not less than 429 kW.
3. Refer to the mechanical design criteria for load information on the new mechanical equipment.
4. Coordinate the existing load plus the new equipment load with Florida Power and Light’s existing service capacity. Provide upgraded service entrance conductors and equipment as required to accommodate the required total capacity, plus 25% spare for future use.
5. The existing customer service equipment is a 480/277-volt, 1200 amp main lug only Square D I-Line panelboard. Modify or replace this equipment as required to accommodate the additional loads.

AUTOMATIC COOLER DOORS - D

General:

Provide additional panelboards and transformation as needed to supply branch circuits for all of the new automatic doors on the coolers. Coordinate power requirements with the doors as selected in the final design.

BUILDING SKIN REPLACEMENT - D

General:
1. Remove all existing electrical work (interior and exterior) mounted on or supported by the existing building skin and replace with new in kind after the completion of the work on replacing the building skin.
2. Remove all existing exterior building mounted lighting fixtures as required to accommodate building skin replacement.
3. Provide a high efficiency LED replacement fixture in each existing fixture location to match the performance of the existing fixture. Fixture optics and selection shall comply with all current environmental and zoning requirements and restrictions.

LIGHTING AND LIGHTING CONTROLS - D

General:
1. The existing lighting in the facility will be removed and replaced with high efficiency LED style fixtures of various styles and types. The LED fixtures will be typically 4000K, with a color rendering index (CRI) of 80 or greater. Representative fixture types will be as follows:
  1. Offices LED recessed high-performance troffers
  2. Conference Rooms LED recessed linear high-performance troffers
  3. Corridors LED downlights
  4. Loading Dock/Cold Storage High Performance LED direct lighting
  5. Restrooms LED perimeter lighting with supplemental downlights
  6. Mechanical Spaces LED linear Industrial Style Fixtures
  7. Back of House Spaces LED Lensed fixtures
  8. Exterior Doors LED Wallpacks with glass lenses
2. The facility comprises many different tasks requiring varying illumination levels. The illumination levels for various spaces will be as follows:
  1. Offices 30 Footcandles (30 lux)
  2. Conference Rooms 30 Footcandles ambient (300 lux)
  3. Corridors 20 Footcandles ambient (200 lux)
  4. Loading Dock/Cold Storage 75 Footcandles ambient (750 lux)
  5. Storage 30 Footcandles (300 lux)
  6. MEP Rooms 30 Footcandles (300 lux)
  7. Restrooms 20 Footcandles (200 lux)
3. Point by point lighting calculations for one representative of each typical space type shall be performed via computerized lighting analysis software such as AGI to determine the delivered illumination levels.
4. Lighting control shall be provided with a variety of occupancy and vacancy style sensors, and time of day scheduling. Rooms with access to daylight, will be equipped with daylight sensors.
  1. Offices Vacancy sensors with dimming control.
  2. Office Corridors Occupancy sensors with local override switches
  3. Conference Rooms Vacancy sensors with dimming and preset scenes
  4. Storage Rooms Occupancy sensors with on/off
  5. Electrical Rooms Manual on/off only
  6. MDF/IDF Rooms Occupancy Sensors with on/off
  7. Restrooms Occupancy sensors
  8. Loading Dock/Cold Storage Time of Day Scheduling with on/off Vacancy Sensors
5. The lighting control system shall be a low voltage plug and play Cat 5 based system in all office and enclosed spaces, such as mechanical rooms, storage rooms, etc. The system shall be designed around the nLight controls system by Acuity Controls, or equivalent system from another manufacturer. A wireless solution may be used as well.
6. The large open areas shall be controlled via a wireless control system. The system shall be based around the nLight Air controls system by Acuity Controls, or equivalent system from another manufacturer.
7. Emergency Lighting power source will be provided with integral battery backup systems in each emergency lighting fixture and exit sign. The average maintained illuminance for emergency lighting shall be 1 Footcandle (10 lux).

DIVISION 28 ELECTRONIC SAFETY AND SECURITY

ADDRESSABLE FIRE ALARM SYSTEMS - D

General:
1. Provide an audible and visual notification fire alarm system throughout the building to replace the existing obsolete Simplex system. Maintain the existing fire alarm system in operation until the new system in completely installed, inspected, and approved by the Authorities Having Jurisdiction.
2. The new system shall include automatic and manual initiation as well as annunciation and audible/visible occupant notification per the Florida Building Code and NFPA.
  1. Pull stations at all exits and points of access to means of egress.
  2. Automatic detection where required by code.
  3. HVAC equipment duct detection where required by code.
  4. Monitoring and control points for tamper and flow switches, and other code required mechanical systems.
  5. Fire Pump system monitoring
  6. Visible and audible signaling appliances.
  7. Automatic reporting to local emergency services
3. The system shall have automatic dialer capabilities to an offsite monitoring facility and emergency services.
4. The Fire Alarm system head end shall be located in coordination with the building tenant, with remote annunciators located at all points of fire department access

Request for Qualifications

This REQUEST FOR QUALIFICATIONS (“RFQ”) from the Owner named below invites the submittal of a Statement of Qualifications (“SOQ”) from firms interested in providing design-build services for the Project described below. By submitting an SOQ, the Offeror represents that it has carefully read the terms and conditions of this RFQ and all exhibits and Addenda and agrees to be bound by them. This RFQ is not an offer to enter into a contract, but merely a solicitation of persons interested in submitting SOQ to the Owner for the Project.

OWNER:

Manatee County Port Authority (“Owner”) 300 Tampa Bay Way, Suite 1

Palmetto, FL 34221

PROJECT:

Warehouse 6 Modernization Progressive Design-Build

OWNER CONTACT PERSON:

Offerors shall submit the SOQ to

George F. Isiminger, P.E.

Senior Director of Engineering and Construction Manatee County Port Authority

300 Tampa Bay Way, Suite 1

Palmetto, FL 34221 Direct-941-721-2330 Cell-941-650-3451

gisiminger@seaportmanatee.com www.portmanatee.com

SOQ DUE DATE AND TIME

Offeror’s SOQ shall be submitted no later than:

December 5, 2022, 2:00 PM local time

All SOQs must be submitted pursuant to the instructions below. It is the Offeror’s sole responsibility to ensure that the SOQ is delivered in the manner required by this RFQ by the Due Date and Time. Owner has the right to reject any SOQs not properly delivered.

RFQ-1-0-2023/GI Page 1

Manatee County Port Authority November 3, 2022

SECTION 1: OWNER DESCRIPTION

General

The Owner is a dependent special district created by the Florida Legislature in 1967. The Owner is governed by the Manatee County Port Authority, a seven-member oversight board that sets policy and oversees major expenditures. Manatee County Port Authority members serve four-year staggered terms with an annual election of officers.

While the Manatee County Port Authority is comprised of the same seven members as the elected Manatee County Commission, each governing body has a separate set of officers and financial accountability. The Owner is not a unit of Manatee County Government and does not receive ad-valorem tax support from the citizens of Manatee County.
Funding/Authority

The Owner’s funding authority is set forth in its charter at Chapter 2003-351, Laws of Florida (available at http://laws.flrules.org/2003/351). This project is covered by FDOT capital grant number G1P32. A copy of the grant agreement is attached.
Procurement Website

The Owner advertises its procurement opportunities electronically via DemandStar.com under agency name Manatee County Port Authority.

SECTION 2: OVERVIEW OF PROJECT

General

The project involves design and construction for rehabilitation and modernization of an existing warehouse with office space. The main building is generally a 150’ X 350’ rigid-frame, clear-span, long-bay joist, gabled roof structure with offices, equipment, cooler rooms and loading docks. The improvements include but are not limited to refrigeration of the loading docks area and structural improvements to the building envelope. Drawings are attached.
Project Objectives

Guidance on the overall project objectives is provided in Division 1 section of the Project Criteria document provided in Exhibit A Scope of Work.
Scope of Work

The scope of work is described in the Project Criteria provided in Exhibit A Scope of Work and the referenced attached drawings.
Estimated Budget
The estimated budget for the Scope of Work referenced in Section 2.3 and as further set forth in Attachment A is currently four million two-hundred-ninety-nine thousand seven-hundred-thirty-five dollars ($4,299,735). The goal is to maximize the scope of construction to build to budget.

Project Procurement Schedule

The following is the Project Procurement Schedule. The Owner reserves the right to modify the Project Procurement Schedule via Addenda issued prior to the date set forth below.

Date	Activity
November 3, 2022	Issue RFQ

November 9, 2022, 10:00 AM	Project Information Meeting
November 18, 2022	Last Date to Submit Questions Regarding the RFQ
December 5, 2022, 2:00 PM	SOQ Due Date
December 12, 2022, 10:00 AM	Public Evaluation Committee Live Meeting for Interviewing and Ranking Short-listed Offerors
January 19, 2023	Port Authority Meeting for Certification of Short- listed Offerors and Their Ranking
February 16, 2023	Port Authority Meeting for Award of Initial Contract

Definitions
1. Business Day: any day on which the Owner is open for regularly conducted business.
2. Confidential Individual Meetings: The confidential meeting(s) conducted individually between the Owner and each Short Listed Offeror after the issuance of the RFP. All Confidential Individual Meetings will be conducted pursuant to the instructions in the Procurement Documents, and all participants will be required to enter into a confidentiality agreement before the meeting.
3. Design-Builder: The entity with the prime design-build contract with the Owner.
4. Design-Build Team: All entities listed by the Design-Builder as providing services or construction on the Project. The Design-Builder is not required to list all members of the Design-Build Team in the SOQ. Members of the Design-Build Team may also be referred to as “Team Members.”
5. Design Excellence: Design Excellence is achieved with memorable design solutions that exceed the Owner’s vision and defined functional requirements; include state of the art structures and facilities that are high performance and sustainable; and possess a holistic awareness that considers context, site, and the environment.
6. Key Team Member: Individuals who will be assigned to the Project who play an important role in the design, construction, or management of the Project.
7. Procurement: The Owner’s process for selecting a Design-Build Team for this Project.
8. Procurement Documents: All documents issued by the Owner in connection with the Procurement or Project.
9. Projects of Similar Scope and Complexity: Projects that had completion dates within the last ten years and that have many or all of the following characteristics:
  1. Projects of a similar size and budget that include design and construction of access control gates, roadways and canopies, maintenance of traffic, and security requirements;
  2. Projects for seaports;
  3. Projects that utilize an integrated delivery method that require strong coordination and integration of the design and construction professionals and early involvement of the construction professionals during design;
  4. Projects where the Design-Builder was selected prior to the establishment of the final price and schedule and where the Design-Builder collaborated with the Owner to develop the final price and schedule;
  5. Projects where the Design-Builder was selected prior to the establishment of the final scope with a fixed budget and where the Design-Builder collaborated with the Owner to develop the final scope and schedule to build to budget.
10. RFP: The Owner’s Request for Proposal, which will be issued to the highest-ranked remaining certified Short-listed Offeror selected to proceed to the next phase of this Procurement.

SECTION 3: PROCUREMENT PROCESS

General Information
1. Compliance with Legal Requirements
  This Procurement will be in accordance with all applicable federal, state, and local laws, and Owner policies and procedures, including but not limited to the following:
  1. Section 287.055, Florida Statutes (Consultants Competitive Negotiation Act)
  2. Chapter 112, Part III, Florida Statutes (Code of Ethics)
  3. Sections 119.07 and 119.071, Florida Statutes (public records)
  4. Sections 286.011 and 286.0113, Florida Statutes (public meetings)
  5. Sections 218.70-218.80 Local Government Prompt Payment Act.
    
    As authorized by section 287.055(9), Florida Statutes, the Owner is undertaking this Procurement as a qualifications-based selection process pursuant to subsections (3), (4), and (5) of that statute. Because the Owner is not following the alternative process authorized by section 287.055(9), Florida Statutes, which is spelled out further in paragraph 7-21 of the Owner’s policy, there is no design criteria package associated with this Procurement.
    This RFQ document is substantially based on DBIA Document No. 405, Standard Form of Request for Qualifications, © 2017 Design-Build Institute of America.
2. Conflict of Interest and Communications with the Owner
  1. Consultants who assisted the Owner in the RFQ preparations may not propose or participate on any Design-Build Team on this Project. The Owner may make a written determination to waive a potential conflict of interest if waiver is not legally prohibited and the Owner determines waiver is in the Owner’s interest and either of the following apply:
    1. The role of the Consultant was limited to provision of preliminary design, reports, or similar “low-level” documents that will be incorporated into the Procurement and did not include assistance in development of instructions to Offerors or evaluation criteria, or
    2. Where all documents and reports delivered to the Owner by the Consultant are made available to all Offerors.
  2. Offerors are required to conduct the preparation of their SOQs with professional integrity and free of lobbying activities. Communication with the Owner regarding this Project shall be via email or regular mail only and directed to the Owner contact person identified above on page 1 of this RFQ. Do not communicate about the Project or the Procurement with any other Owner employees, representatives, or consultants. Communication with other Owner employees, representatives, or consultants regarding the Procurement may cause the firm involved to be disqualified from submitting under this Procurement. Any verified allegation that a responding Offeror or Team Member or an agent or consultant of the foregoing has made such contact or attempted to influence the evaluation, ranking, and/or selection of short-listed Offerors may be the cause for Owner to disqualify the Offeror team from submitting an SOQ, to disqualify the Team Member from participating in the Procurement, and/or to discontinue any further consideration of such Offeror or Team Member.
  3. Following the Owner’s approval of the Short Listed Offerors, the Owner anticipates that certain communications and contacts will be permitted. The RFQ and/or other written communications from Owner will set forth the rules and parameters of such permitted contacts and communications. To the extent any Offeror intends at any time to initiate contact with the general public regarding the Project, the nature of such intended contact and the substance thereof must be approved in writing by the Owner prior to the commencement of such activities.
3. Expenses of Offeror
  The Owner accepts no liability for the costs and expenses incurred by firms in responding to this Procurement. Each Offeror that enters into the Procurement process shall prepare the required materials, and the SOQ, at its own expense and with the express understanding that the Offeror cannot make any claims whatsoever for reimbursement from the Owner for the costs and expenses associated with the process, even in the event the Owner cancels this Project or rejects all SOQs or subsequent materials.
4. Public Disclosure
  All documentation and submittals provided to the Owner may be considered public documents under applicable laws and may be subject to disclosure. Offerors recognize and agree that the Owner will not be responsible or liable in any way for any losses that the Offeror may suffer from the lawful disclosure of information or materials to third parties.
  Any materials requested to be treated as confidential documents, proprietary information, or trade secrets must be clearly identified and readily separable from the balance of the SOQ. Trade secret documents must be clearly marked and meet the definition contained in section 812.081, Florida Statutes. Claims of exemption from Florida’s public records law must be made expressly and conspicuously, and must identify the statutory basis of the claimed exemption. Such designations will not necessarily be conclusive, and Offerors may be required to justify why such material should not, upon written request, be disclosed by the Owner under the applicable public records act. The Owner will endeavor to provide advance notice of a public records request for material submitted pursuant to this Procurement. Offerors must respond to the notice in writing with any objection to the production of the documents. All costs incurred by Offerors associated with any public records request are the responsibility of the Offerors.
5. Protest Procedures
  The protest procedures applicable to the Procurement are set forth in Exhibit B to this RFQ.
6. Identification of Projects
  For each Project identified in the SOQ, provide the following information. The information required in this section can either be provided in a separate section of the SOQ, in the narrative for each of the evaluative criteria in Section 5.3, or the Offeror can provide a separate table for the identified Projects. The identification of Projects will not be evaluated separately. Rather, the Projects will be evaluated in the context of the criteria set forth in Section 5.3.
  1. Name of Project;
  2. Owner/Customer;
  3. Location of Project (include address);
  4. Description of the delivery method and integration of design and construction, identifying the firm(s) role as a prime consultant, subconsultant, contractor, subcontractor, or other;
  5. Project description and applicability and relevance of the referenced Project to the evaluation criteria for this Project;
  6. Name of each Key Team Member who is proposed for this Project who played a significant role on the Project example, including a description of their Project responsibilities and functions;
  7. The initial contract price, the final contract price, and an explanation for any difference between the two amounts;
  8. The initial date scheduled for substantial completion, the actual date of substantial completion, and an explanation for any difference between the two dates; and
  9. Project contact of the owner or customer (current address, e-mail, and phone number) who can verify the characteristics of the submitted Project example.
Owner Rights and Procurement Conditions
1. The Owner reserves without limitation, and may exercise at its sole discretion, the following rights and conditions with regard to this Procurement process:
  1. To cancel the Procurement process and reject any and all SOQs;
  2. To waive any informality or irregularity;
  3. To revise the Procurement Documents and Schedule via an Addendum;
  4. To reject any Offeror that submits an incomplete or inadequate response or is not responsive to the requirements of this RFQ;
  5. To require confirmation of information furnished by an Offeror, require additional information from an Offeror concerning its SOQ and require additional evidence of qualifications to perform the work described in this RFQ;
  6. To provide clarifications or conduct discussions, at any time, with one or more Offerors;
  7. To contact references who are not listed in the Offeror’s SOQs and investigate statements on the SOQs and/or qualification of the Offeror and any firms or individuals identified in the SOQ;
  8. To take any action affecting the RFQ process or the Project that is determined to be in the Owner’s best interests; and
  9. Approve or disapprove of the use of particular Subconsultants, Subcontractors, or Key Team Members and/or substitutions and/or changes to Subconsultants, Subcontractors, or Key Team Members from those identified in the SOQ. Such approval or disapproval shall not be unreasonably exercised.

Outline of the Procurement Process

Request for Qualifications (RFQ).
1. This RFQ invites firms to submit SOQs describing in detail their technical, management, and financial qualifications to design, permit, construct, commission, and close out the Project.
2. Offerors will submit their SOQ and other deliverables required pursuant to this Procurement electronically by “e-bidding” at DemandStar.com at the time set forth in this RFQ and any Addenda. The Owner will not consider SOQ or other deliverables that are not submitted electronically by “e-bidding” at DemandStar.com or are submitted after the Time set forth in the RFQ. Offerors are solely responsible for making sure that the Owner receives the SOQ in a timely fashion.
3. The Owner will evaluate the information submitted by each Offeror to 1) determine whether the Offeror meets the mandatory minimum requirements and 2) evaluate the SOQ provided by each Offeror pursuant to the evaluation system described below. Any Offeror who fails to meet the mandatory minimum requirements set forth in this SOQ will be deemed non-responsive and will not be considered further by the Owner in this Procurement.
4. The Owner will conduct discussions with, and may require public presentations by, no fewer than three Offerors regarding their qualifications, approach to the project, and ability to furnish the required services. Before discussions, the Owner will provide the invited firms the opportunity for a Project site walk-through. Such discussions and presentations may be virtual, in light of public health concerns raised by the COVID-19 pandemic. All SOQ will be evaluated individually by members of an Evaluation Committee in accordance solely with the criteria established in the RFQ and any Addenda issued thereto. The evaluation criteria are listed below, including the relative weight or importance given to each criterion.
5. The Evaluation Committee will meet publicly to discuss their individual evaluations with the goal of reaching consensus on the top three responsive and responsible firms to be short-listed as
  those most highly qualified to perform the required services.
6. Not more than three responsive and responsible firms will be short listed.
7. Design-Build Team Members and individual Key Team Members will be used as a basis for selection. Once shortlisted, neither the Offeror nor Team Members that are submitted to the Owner as part of the SOQ or Proposal may substitute a listed consultant, Subconsultant or subcontractor, or any individual listed as a Key Team Member; however, a change to any submitted Team Member or Key Team Member will result in re-evaluation and may result in a change to the evaluation and ranking of the Offeror.
8. The results of the evaluation, including the recommended ranking, will be presented to the Port Authority at a public meeting for Port Authority certification and final ranking of the firms deemed to be the most highly qualified to perform the required services.
9. The Owner will follow the process outlined in this section 3.3.1 to satisfy the “competitive selection” requirements described in section 287.055(4), Florida Statues.
Contract Negotiation
1. At the Owner’s discretion, it will initiate negotiations with the Preferred Offeror. The “Preferred Offeror” is the Offeror that the Owner has ranked the highest of the short listed Offerors. If the Owner is unable to execute a contract with the Preferred Offeror, negotiations with the Preferred Offeror may be terminated, and provided that such negotiations are terminated in writing, the Owner may proceed to negotiate with the next Preferred Offeror. The Owner will continue in accordance with this procedure until a contract agreement is reached or the selection process is terminated. Negotiations are at the Owner’s sole discretion.
2. The Owner will follow the process outlined in this section 3.3.2 to satisfy the “competitive negotiation” requirements described in section 287.055(5), Florida Statues.
[Not Used]

Evaluation and Ranking of Offerors

In the evaluation and ranking of Offerors, the Owner will consider the information submitted in the SOQ as well as the discussions with the Offerors and references with respect to the evaluation criteria set forth in the RFQ. The result of the evaluation will be a comparative ranking of Offerors.

For the purpose of selecting and evaluating Offerors, the evaluation criteria will be given the following relative weights:

Criteria	Weight
Team organization and qualifications	1/3
Experience with projects of similar scope and complexity (as the same team preferred)	1/3
Owners’ evaluations of performance on projects of similar scope and complexity	1/3

Contract Format

The Owner will enter into negotiations for the Design-Build Agreement with the Preferred Offeror, in accordance with section 287.055(5), Florida Statues. As the basis of the contract, the Owner intends to use modified versions

of the Design-Build Institute of America standard forms 535 (general conditions) and 544 (progressive design- build). See Exhibit G Model Contract.

SECTION 4: SOQ DOCUMENTATION REQUIREMENTS

SOQ Format Requirements
The SOQs shall comply with the following format requirements:
1. SOQs shall be formatted in searchable .pdf format.
2. The body of the SOQ shall be organized in accordance with the Evaluation Criteria.
3. The body of the SOQ, when printed, shall be limited to a maximum of sixty (60) single-sided pages.
  1. The only documentation that is not included in the page count is the following:
    1. Letter of interest or cover letter;
    2. Statement of Offeror’s Ability to Provide a Performance and Payment Bond;
    3. Statement of Offeror’s Ability to Meet the Owner’s Insurance Requirements;
    4. Corporate Structure Questionnaires;
    5. Resumes of Key Team Members;
    6. Divider tabs, provided that they contain no substantive content; and
    7. Cover pages, provided that they contain no substantive content.
  2. SOQs that exceed the page limit may be rejected. The Owner, at its sole discretion, reserves the right to remove pages from the sections of any non-conforming SOQ submittals to bring each non-conforming SOQ submittal within the page count requirement.
  3. A “page” shall be defined as one single-sided piece of paper that has words, charts, tables, pictures, or graphics. Pages shall be 8.5 x 11 inches, with the exception of sample project deliverables pages that were 11 x 17-inch format or larger when delivered for legibility, which may be presented in 11 x 17-inch format; however, larger pages may only contain graphics and/or designs and may not be used for an Offeror’s narrative.
  4. The font shall be no smaller than 10 point.

SOQ Organization
SOQs shall consist of the following parts:
1. Letter of Interest
2. Minimum Qualifications
  1. Statement of Offeror’s Ability to Provide Performance and Payment Bond. (See Section 5.2.1 and Exhibit C)
  2. Statement of Offeror’s Ability to Meet the Owner’s Insurance Requirements. (See Section 5.2.2 and Exhibit D)
3. Technical & Management Qualifications
  1. Team Organization
  2. Design-Build Engineering, Permitting, and Design Past Performance
  3. Design-Build Construction Past Performance
  4. Design-Build Project Management Past Performance
  5. Demonstrated History of Successful Projects Similar in Scope and Complexity
4. Corporate Structure Questionnaire(s)

SECTION 5: SOQ EVALUATION CRITERIA AND SUBMITTAL INFORMATION

Letter of Interest (No points)
The SOQ must include a cover letter containing the name, address, telephone number, fax number, and e-mail address of the Offeror and the principal contact person. The Letter of Interest shall also include the following: (1) name, address, telephone number, fax number, and e-mail address for all listed consultants, subconsultants and/or subcontractors for the Project; and (2) the type of firm or organization (corporation, partnership, joint venture, etc.) that will serve as the prime contracting party. The letter of interest may be a maximum of two (2) pages.
Minimum Qualifications
1. Statement of Offeror’s Ability to Provide Performance and Payment Bond (Pass/Fail)
  As a mandatory minimum requirement, the Offeror must have the ability to obtain a performance and payment bond in the amount of $1,000,000. Offeror shall provide a letter signed by an authorized representative of Offeror’s surety company (or agent) confirming that the Offeror can meet this minimum requirement. Any Offeror who fails to meet this mandatory minimum requirement will be considered non- responsive and will not be considered further by the Owner in this Procurement process. The surety shall be a company authorized to conduct business in the state where the Project is located with an A.M. Best Rating of A or better and A.M. Best Financial Size Category of Class VII or greater. Letters indicating “unlimited” bonding capability are not acceptable.
2. Statement of Offeror’s Ability to Meet the Owner’s Insurance Requirements. (Pass/Fail)
  As a mandatory minimum requirement, the Offeror must document that it has the ability to meet the minimum insurance requirements as set forth in the attached draft Insurance Requirements (Exhibit D). Offeror shall provide a letter from Offeror’s insurance company or broker indicating that the Offeror is capable of complying with the insurance requirements specified in Exhibit D. Any Offeror who fails to meet this mandatory minimum requirement will be considered to be non-responsive and will not be considered further by the Owner in this Procurement. The insurer shall be a company authorized to conduct business in the state where the Project is located with an A.M. Best Rating of A or better and A.M. Best Financial Size Category of Class VII or greater.
Technical and Management Qualifications
The SOQ shall demonstrate the Design-Build Team’s ability to undertake the Project by providing the following technical and management qualifications of the Offeror, Team Members, and individual Key Team Members. The Offeror is responsible for ensuring that contact information contained in their referenced Project profiles is correct. The inability to contact a reference may have a detrimental impact on the evaluating qualifications.
Emphasis will be placed on past performance and expertise in performing substantive work on projects that are of Similar Scope and Complexity, as described in the definitions above. The Owner reserves the right to award more points to projects that have more of the characteristics set forth in the definition of Projects of Similar Scope and Complexity. The Owner also reserves the right to award more points to successful projects in which the Offeror, Team Members, and/or individual Key Team Members had substantial responsibility for their respective scopes of work.
The SOQ will be evaluated on the following technical and management qualifications:
1. Team Organization and Qualifications
  1. Provide an organization chart (showing Team Members, Key Team Members and their firm affiliation) for all phases of the Project from design through final acceptance and warranty and maintenance period. Be certain to identify specific individuals for key functions and show
    interrelationships and reporting hierarchy. Note whether individuals are performing multiple functions. At a minimum, identify the Key Team Members performing the functions identified below. To the extent that the Design-Builder has additional Key Team Members on their team, the Design-Builder should include those individuals.
    1. Person responsible for the overall management of the Project and design-build contract;
    2. Designer of Record;
    3. Person responsible for overall construction management;
    4. Person responsible for on-site field supervision and direction and construction (Superintendent);
    5. Person responsible for safety;
    6. Person responsible for quality assurance;
    7. Person responsible for cost controls and budgeting;
    8. Person responsible for scheduling; and
    9. Person responsible for systems testing, configuration, and commissioning.
  2. Provide a resume for all Key Team Members. Resumes should be no longer than 1 page and should include the following information:
    1. Description of the individual’s proposed Project role;
    2. Identification of employer and number of years employed by the firm;
    3. Educational background, professional licenses, and/or certifications;
    4. Experience relevant to their proposed role on the Project and how their past performance on previous projects will benefit this Project; and
    5. Based on the information available to the Design-Builder, proposed percentage of time that the Design-Builder intends to assign this individual to the Project.
  3. Describe the corporate structure of the Design-Builder and complete the corporate structure questionnaire for the Design-Builder and all Team Members in the form set forth in Exhibit E. If the prime Design-Builder is a Joint Venture, all Joint Venture partners must have functional responsibilities for the Project. Describe the duties of each Joint Venture partner.
  4. Identify whether the Team or its members are certified minority business enterprises as defined by Florida Small Minority Business Assistance Act.
2. Demonstrated Past Performance with Successful Projects of Similar Scope and Complexity
  1. Describe the Team’s past performance in successfully managing design-build (or a similar integrated delivery model) Projects of Similar Scope and Complexity that include management and communications of an integrated team of design consultants, specialty subcontractors, and trade contractors. Include a description of any issues or problems that arose on the projects and how those issues or problems were resolved.
  2. Describe the Team’s past performance in developing integrated design and construction schedules for Projects of Similar Scope and Complexity.
  3. Describe the Team’s past performance in developing and/or managing costs within a Lump Sum Price.
  4. Describe the Team’s past performance working together and/or describe the steps the Team has taken to promote integration and a collaborative working environment. The Owner reserves the right to award more points to those teams who have worked together in a collaborative delivery
    model.
3. Design-Build Design, Engineering, and Permitting Past Performance
  1. Describe the Design-Builder’s past performance in managing the design process.
  2. Describe the Team’s past performance with designing and permitting Projects of Similar Scope and Complexity. Include a description of any issues or problems that arose on the project and how those issues or problems were resolved.
  3. Describe the software used by the Team for design services, including a description of the Building Information Modeling system or other specialized software the Team would utilize for this Project.
  4. List all professional registrations and/or certifications that are relevant to the work associated with the Project.
4. Design-Build Construction Past Performance
  1. Describe the Team’s past performance with construction management and construction of Projects of Similar Scope and Complexity. Include a description of any issues or problems that arose on the projects and how those issues or problems were resolved.
  2. Include in the narrative the Team’s approach to the following:
    1. Sequencing construction activities to maximize efficiency and minimize impact on the Owner;
    2. Maintenance of traffic;
    3. Assessing whether the Design-Builder has achieved performance requirements;
    4. Change orders; and
    5. Configuration, commissioning, and testing Projects of Similar Scope and Complexity.
5. Corporate Structure Questionnaire

Submit a completed Corporate Structure Questionnaire for Design-Builder and each Team Member.

SECTION 6: LIST OF EXHIBITS

Scope of Work
Protest Procedures
Proposal, Performance, and Payment Bond Instructions and Forms
Insurance Requirements and Instructions
Corporate Structure Questionnaire
Grant Agreement

Model Contract

Exhibit D Insurance Requirements

EXHIBIT D

INSURANCE REQUIREMENTS

1.0 GENERAL INSURANCE REQUIREMENTS:

During the Term of the Agreement, the Design-Builder shall provide, pay for, and maintain with insurance companies satisfactory to Manatee Port Authority (Authority), the types of insurance described herein.
All insurance shall be from responsible insurance companies eligible to do business in the State of Florida. The required policies of insurance shall be performable in Manatee County, Florida, and shall be construed in accordance with the laws of the State of Florida.
The Authority shall be included as an additional insured on the Design-Builder’s Liability policies with the exception of the Design-Builder’s Workers’ Compensation and Professional Liability policies (if required) and shall also provide the "Severability of Interest" provision (a/k/a "Separation of Insured’s" provision). The Authority’s additional insured status should be extended to all Completed Operations coverages.
The Design-Builder shall deliver to the Authority, prior to commencing work/activities under the Agreement, properly executed "Certificate(s) of Insurance" setting forth the insurance coverage and limits required herein. The Certificates must be signed by the authorized representative of the insurance company(s) shown on the Certificate of Insurance. In addition, certified, true, and exact copies of the insurance policies required herein shall be provided to the Authority, on a timely basis, if requested by the Authority.
If the Design-Builder fails to provide or maintain the insurance coverages required in this Agreement at any time during the Term of the Agreement and if the Design-Builder refuses or otherwise neglects to deliver the required Certificate(s) of Insurance signed by the authorized representative of the insurance company(s) to the Authority, the Authority may, at the Authority’s sole discretion, terminate or suspend this Agreement and seize the amount of Design-Builder’s performance bond, letter of credit, or other security acceptable to the Authority).
If at any time the Authority requests a written statement from the insurance company(s) as to any impairment to the Aggregate Limit, the Design-Builder shall promptly authorize and have delivered such statement to the Authority.
The Design-Builder authorizes the Authority and/or its insurance consultant to confirm all information furnished to the Authority, as to its compliance with its Bonds and Insurance Requirements, with the Design-Builder’s insurance agents, brokers, surety, and insurance carriers.
All insurance coverage of the Design-Builder shall be primary to any insurance or self- insurance program carried by the Authority. The Authority’s insurance or self-insurance programs or coverage shall not be contributory with any insurance required of the Design- Builder in this Agreement.
The acceptance of delivery to the Authority of any Certificate of Insurance evidencing the insurance coverage and limits required in the Agreement does not constitute approval or agreement by the Authority that the insurance requirements in the Agreement have been met or that the insurance policies shown in the Certificates of Insurance are in compliance with the Agreement requirements.

No work/activity under this Agreement shall commence or continue unless and until the required Certificate(s) of Insurance are in effect and the written Notice to Proceed is issued by
the Authority.
The insurance coverage and limits required of the Design-Builder under this Agreement are designed to meet the minimum requirements of the Authority. They are not designed as a recommended insurance program for the Design-Builder. The Design-Builder alone shall be responsible for the sufficiency of its own insurance program. Should the Design-Builder have any question concerning its exposures to loss under this Agreement or the possible insurance coverage needed therefore, it should seek professional assistance.
During the Term of this Agreement, the Authority and its agents and contractors may continue to engage in necessary business activities during the operations of the Design-Builder. No personal property owned by Authority used in connection with these business activities shall be considered by the Design-Builder’s insurance company as being in the care, custody, or control of the Design-Builder.
Should any of the required insurances specified in this Agreement provide for a deductible, self-insured retention, self-insured amount, or any scheme other than a fully insured program, the Design-Builder shall be responsible for all deductibles and self-insured retentions.
All of the required insurance coverages shall be issued as required by law and shall be endorsed, where necessary, to comply with the minimum requirements contained herein.
All policies of insurance required herein shall require that the insurer give the Authority thirty
(30) days advance written notice of any cancellation, intent not to renew any policy.
Renewal Certificate(s) of Insurance shall be provided to the Authority at least twenty (20) days prior to expiration of current coverage so that there shall be no termination of the Agreement due to lack of proof of the insurance coverage required of the Design-Builder.
If the Design-Builder utilizes contractors or sub-contractors to perform any operations or activities governed by this Agreement, the Design-Builder will ensure all contractors and sub- contractors to maintain the same types and amounts of insurance required of the Design- Builder. In addition, the Design-Builder will ensure that the contractor and sub-contractor insurances comply with all of the Insurance Requirements specified for the Design-Builder contained within this Agreement. The Design-Builder shall obtain Certificates of Insurance comparable to those required of the Design-Builder from all contractors and sub-contractors. Such Certificates of Insurances shall be presented to the Authority upon request. Design- Builder’s obligation to ensure that all contractor’s and sub-contractor’s insurance as provided herein shall not exculpate Design-Builder from the direct primary responsibility Design- Builder has to the Authority hereunder. The Authority will look directly to Design-Builder for any such liability hereunder and shall not be obligated to seek recovery from any contractor or subcontract or under such contractor’s or sub-contractor’s insurance coverages.

2.0 SPECIFIC INSURANCE COVERAGES AND LIMITS:

All requirements in this Insurance Section shall be complied with in full by the Design-Builder unless excused from compliance in writing by the Authority.
The amounts and types of insurance must conform to the following minimum requirements. Current Insurance Service Office (ISO) or National Council on Compensation Insurance (NCCI) policies, forms, and endorsements or broader shall be used where applicable. Notwithstanding the foregoing, the wording of all policies, forms, and endorsements must be acceptable to the Authority.

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

Workers' Compensation Florida Statutory Requirements

Employer's Liability $1,000,000.00 Limit Each Accident

$1,000,000.00 Limit Disease Aggregate

$1,000,000.00 Limit Disease Each

Employee

Commercial General Liability Insurance shall be maintained by the Design-Builder on a Full Occurrence Form. Coverage shall include, but not be limited to, Premises and Operations, Personal Injury, Contractual for this Agreement pursuant to standard ISO policy form CG 00 01 language, Independent Design-Builders, and Products & Completed Operations Coverage. The limits of such coverage shall not be less than:

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

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

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

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

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

Bodily Injury &

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

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

Builders Risk Insurance shall be maintained by the Design-Builder. Coverage should be provided on an “All Risk” basis to include the perils of Flood and Wind. Coverage must extend to all materials stored at the construction site and all other locations that is intended to be included in the completed structure. Coverage should be provided on a “Completed Value” basis. The minimum acceptable limits for this coverage shall the Full Replacement Value of the completed structure. Authority shall be designated as the “Loss Payee” on the policy.

Professional Liability Insurance shall be maintained by the Design-Builder which will respond to damages resulting from any claim arising out of the performance of professional services or any negligent error or omission of the Design-Builder arising out of professional activities governed by this Agreement. The minimum acceptable limits of liability shall be $1,000,000 per Claim and $2,000,000

Annual Aggregate. If the policy is structured on a “Claims Made” basis, the policy must contain a “Retroactive Date” of no later than the commencement date of the Agreement and be continuously renewed or have an extended reporting period of four (4) years following expiration or termination of the Agreement.

CERTIFICATE OF LIABILITY INSURANCE			DATE (MM/DD/YYYY) 3/8/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER Arthur J. Gallagher Risk Management Services, LLC 201 E 4th Street Suite 625 Cincinnati OH 45202	CONTACT Alex Ehlinger NAME:
	PHONE 513-977-4747 (A/C, No, Ext):	FAX 513-977-4643 (A/C, No):
	E-MAIL alex_ehlinger@ajg.com ADDRESS:
	INSURER(S) AFFORDING COVERAGE		NAIC #
	INSURER A : FCCI Insurance Company		10178
INSURED HALFCON-01 Halfacre Construction Company Attn: Vanessa Kennedy 7015 Professional Parkway East Sarasota FL 34240	INSURER B : National Trust Insurance Company		20141
	INSURER C :
	INSURER D :
	INSURER E :
	INSURER F :

COVERAGES

CERTIFICATE NUMBER: 1731215271

REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR LTR

TYPE OF INSURANCE

ADDL

INSD

SUBR

WVD

POLICY NUMBER

POLICY EFF

(MM/DD/YYYY)

POLICY EXP

(MM/DD/YYYY)

LIMITS

COMMERCIAL GENERAL LIABILITY

CPP100064573

1/1/2023

1/1/2024

EACH OCCURRENCE

$ 1,000,000

CLAIMS-MADE X OCCUR

DAMAGE TO RENTED

PREMISES (Ea occurrence)

$ 500,000

MED EXP (Any one person)

$ 5,000

PERSONAL & ADV INJURY

$ 1,000,000

GEN'L AGGREGATE LIMIT APPLIES PER:

GENERAL AGGREGATE

$ 2,000,000

POLICY PRO- LOC JECT

OTHER:

PRODUCTS - COMP/OP AGG

$ 2,000,000

AUTOMOBILE LIABILITY

CA100064576

1/1/2023

1/1/2024

COMBINED SINGLE LIMIT

(Ea accident)

$ 1,000,000

ANY AUTO

BODILY INJURY (Per person)

OWNED AUTOS ONLY HIRED AUTOS ONLY

SCHEDULED AUTOS

NON-OWNED AUTOS ONLY

BODILY INJURY (Per accident)

PROPERTY DAMAGE

(Per accident)

UMBRELLA LIAB

EXCESS LIAB

OCCUR CLAIMS-MADE

UMB100064575

1/1/2023

1/1/2024

EACH OCCURRENCE

$ 10,000,000

AGGREGATE

$ 10,000,000

DED

RETENTION $ 0

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N

ANYPROPRIETOR/PARTNER/EXECUTIVE N

OFFICER/MEMBER EXCLUDED?

(Mandatory in NH)

If yes, describe under

DESCRIPTION OF OPERATIONS below

N / A

WC0100064579

1/1/2023

1/1/2024

PER

STATUTE

OTH-

E.L. EACH ACCIDENT

$ 500,000

E.L. DISEASE - EA EMPLOYEE

$ 500,000

E.L. DISEASE - POLICY LIMIT

$ 500,000

Leased & Rented Equipment

CPP100064573

1/1/2023

1/1/2024

Limit Deductible

$100,000

$500

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

Manatee County Port Authority is shown as Additional Insured solely with respect to General Liability coverage as required by written contract.

Manatee County Port Authority 300 Tampa Bay Way, Suite 1

Palmetto FL 34221

AUTHORIZED REPRESENTATIVE

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

CERTIFICATE HOLDER CANCELLATION

ACORD 25 (2016/03)

The ACORD name and logo are registered marks of ACORD

March 28, 2023

CONSENT

AGENDA ITEM 1.F: CAMERA SYSTEM UPGRADES APPROVAL

BACKGROUND:

On September 29, 2020, the Authority accepted an agreement with The Department of Homeland Security for a grant award in the amount of $813,090 (or 75% of project costs) under the 2020 Port Security Grant Program (PSGP). One of the projects included in the grant is the upgrade to the Port’s existing surveillance system installed by Siemens. The upgrade also provides a video recording failover and database/configuration back-ups for the SiVMS/SiPass Integrated security systems.

Two proposals are included in this item. The first covers the installation of new hardware/software to support the project. The second outlines a service agreement, the first year of which is funded under the project.

ATTACHMENT:

Siemens POM-Video Mgt Sys Expansion Proposal- $394,520 Siemens POM-SIVMS SiPass SSA Proposal - $105,480

COST AND FUNDING SOURCE:

Previously budgeted and approved FEMA grant funding of $375,000 and $125,000 of Port cash

CONSEQUENCES IF DEFERRED:

Delay in camera system upgrades

LEGAL COUNSEL REVIEW: Pending RECOMMENDATION:

Move to approve and authorize the Chairman to execute POM-Video Mgt Sys Expansion Proposal in the amount of $394,520 and POM-SIVMS SiPass SSA Proposal in the amount of

$105,480 from Siemens Industry, Inc. for the upgrades to the port’s existing Surveillance Video Management (SiVMS)/ SiPass Integrated security system and one year software support.

PROPOSAL

POM- Video Mgt Sys Expansion

PREPARED BY

Siemens Industry, Inc. ("Siemens")

PREPARED FOR

MANATEE COUNTY PORT AUTHORITY / SEAPORT MANATEE

DELIVERED ON

March 13, 2023

Table of Contents

SIEMENS PROPOSAL 3

Contact Information 3

Terms and Conditions 8

Terms & Conditions Link(s) 8

Signature Page 9

Contact Information

Proposal #:	7735316
Date:	March 13, 2023

Sales Executive:	Tim Ward
Branch Address:	8010 Woodland Center Blvd., Suite 1800 Tampa, FL 33614
Telephone:	813-334-9155
Email Address:	timothy.ward@siemens.com

Customer Contact:	David St. Pierre
Customer:	MANATEE COUNTY PORT AUTHORITY / SEAPORT MANATEE
Address:	300 TAMPA BAY WAY
	PALMETTO FL 34221-6621

Services shall be provided at:	MANATEE COUNTY PORT AUTHORITY / SEAPORT MANATEE
	300 TAMPA BAY WAY PALMETTO FL 34221-6621

Scope of Work

Siemens Industry, Inc. proposes to provide the labor & materials to install an expansion & upgrade to the existing site Siemens Siveillance Video Management (SiVMS) / SiPass Integrated security systems for the SeaPort Manatee site including SiVMS/SIPASS software upgrades, servers, network switches, UPS's, rack enclosure hardware, access/intrusion hardware and associated cabling, as detailed below.

As an expansion & enhancement to the existing site Siemens SiVMS/SiPass security systems, the new servers, network & rack enclosure hardware listed below will be installed in the 2nd floor communications room of the Intermodal building. The new SiVMS/SiPass servers will be configured to provide video recording failover, as well as SiVMS/SiPass system database & configuration back-ups to be utilized as a cold stand-by site. In an effort to minimize potential system downtime and/or site security operations disruptions, the video failover & cold stand-by configuration will allow for much quicker recovery of the site SiVMS/SiPass security systems in the event of a system failure occurrence in the main SiVMS/SiPass systems currently located in the ACC building at the SeaPort Manatee site. In addition to system failover & back-up capabilities, the new software, servers & hardware listed below will also improve the overall reliability, functionality, capacity, resiliency, cybersecurity and performance capabilities for the SeaPort Manatee SiVMS/SiPass security systems.

Equipment List

SiVMS Expansion

Software

Qty	Description	Unit Sell	Ext Sell
1	SIVEILLANCE VIDEO MANAGEMENT SIVMS / SIPASS SOFTWARE UPG	$108,792.52	$108,792.52
3	SIPASS SW - 2.8 NEW - ASE5300-HR HR INTERFACE API	$3,368.79	$10,106.37
2	SQL STANDARD LICENSE	$1,437.33	$2,874.66

Server and Rack Hardware

Qty	Description	Unit Sell	Ext Sell
1	SIVMS MANAGEMENT SERVER	$22,915.69	$22,915.69
2	SIVMS ARCHIVE RECORDING SERVER	$25,501.35	$51,002.70
1	SIVMS SIPASS INTERFACE SERVER	$16,856.02	$16,856.02
1	SIVMS SIPASS CONTROL SERVER	$16,856.02	$16,856.02
1	KVM SWITCH/MONITOR, RM	$3,397.79	$3,397.79
2	UPS, 6000VA, RACK MOUNT	$10,325.62	$20,651.24
1	SERVER RACK ENCLOSURE	$5,041.14	$5,041.14
1	MISCELLANEOUS CABLES, CONNECTORS, HARDWARE, ETC	$862.04	$862.04

Network

Qty	Description	Unit Sell	Ext Sell
2	24 PORT SWITCH, MANAGED, POE+	$4,013.07	$8,026.14
2	POE POWER SUPPLY, 720W	$554.25	$1,108.50
4	SFP TRANSCEIVER MODULES, 10G	$1,105.22	$4,420.88
4	SFP DAC CABLE, 10G	$136.56	$546.24
1	MISCELLANEOUS CABLES, CONNECTORS, HARDWARE, ETC	$453.70	$453.70

Server Rm Access/Intrusion

Qty	Description	Unit Sell	Ext Sell
1	SIPASS HW - DUAL READER INTERFACE	$443.81	$443.81
1	SIPASS HW - ENC-040 RIM ENCLOSURE, 12 X 12 X 4, WITH SCREW COVER	$86.20	$86.20
1	PROXIMITY READER	$362.33	$362.33
1	PIR REQUEST TO EXIT SENSOR WITH SOUNDER GRAY	$107.06	$107.06
1	TRIMPLATE FOR DS150/160	$1.91	$1.91
1	3/4" WIDE GAP DC STL DR WHT	$13.96	$13.96
1	ELECTRIC STRIKE, CYL OR MORTISE, LATCHBOLT AND DEADBOLT, 12-24VDC, FAIL-SAFE/FAIL SECURE, INCL: 1J, 1K, 1KD, 1KM, 1N, 1ND, 1NM, 1NTD OPTIONS, STAINLESS STEEL	$525.19	$525.19
1	MISCELLANEOUS CABLES, CONNECTORS, HARDWARE, ETC	$181.48	$181.48

Cables and Misc

Qty	Description	Unit Sell	Ext Sell
1	TYPE "A" ACCESS CONTROL CABLE, 22/6 SHIELDED, 22/2, 22/4, 18/4, CMP, 5C	$646.06	$646.06
1	TYPE "H" CABLE, 500 FT, SECURITY 2-18AWG/ 1-20AWG,STR,TSP,CMR,GREEN JACKET, NON-PLENUM	$283.11	$283.11
4	CAT6+ 23/4PR CMP 5C RLBX WHT	$246.80	$987.20
1	MISCELLANEOUS CABLES, CONNECTORS, HARDWARE, ETC	$952.78	$952.78

Clarifications

Above proposed software & equipment will integrate to existing Siemens SiVMS/SiPass Integrated security control systems
Above proposed SiVMS/SiPass upgrade software will provide upgrades to the latest available software versions for the SiVMS/SiPass Integrated security systems including the site SiVMS/SiPass custom application, as well as provide (2) new SQL standard licenses and (3) new SiPass HR Interface API licenses
Above proposed SiVMS/SiPass servers & software will be configured for video recording failover, as well as
SiVMS/SiPass system database & configuration back-ups to be utilized as a cold stand-by site
Above listed servers, network switches, rack enclosure and associated hardware to be installed/mounted in the Intermodal Building 2nd floor communications equipment room
Siemens will provide & install (2) new dedicated NEMA L14-30R receptacles to accommodate the above listed hardware in the 2nd floor communications equipment room. The new receptacles will integrate to the nearest electrical panel located in the 2nd floor electrical room directly adjacent to the 2nd floor communications room
Above proposed equipment will provide access/intrusion control for the communications equipment room
door located on the 2nd floor of the Intermodal building and will integrate to the existing SiPass ACC control panel
This proposal includes installation of an electric strike for the 2nd Floor communications equipment
room door
The above listed DRI's/readers will utilize existing spare SiPass door/reader licenses. No additional SiPass door/ reader licensing is included under this proposal and/or scope of work
Programming of access levels, access cards and/or card assignment are by customer
Siemens will provide up to 8 hours on-site customer training for the new SiVMS/SiPass software versions
No installation, repair, adjustments and/or service of mechanical locking, mechanical door hardware, or doors themselves are included under this scope of work. Customer to provide any required repair and/or adjustments of mechanical door hardware to ensure proper operation of electrified devices
Any unforeseen issues which may cause the need for additional costs for labor and/or materials outside of this

scope of work will be reviewed with the customer and require signed approval before proceeding. This includes but is not limited to unforeseen issues with existing equipment or devices, existing cabling, network connectivity, remote network connections, customer supplied equipment, PC's, laptops, and/or servers

Inclusions

This proposal includes the following (unless otherwise noted):

Labor and materials for installation of the above listed equipment
Final connections & terminations for installation of the above listed equipment
Programming, setup, configuration, and testing
Project Management for Siemens scope of work
On-site customer training (up to 8 hrs)
Freight, shipping & handling
One (1) year parts & labor warranty

Exclusions

This proposal excludes the following (unless otherwise noted):

Removing, replacing, patching, or painting of door frames, ceilings and/or walls
Surge suppression devices and/or installation
Fire alarm system interface and/or integration
115/120VAC installation
Asbestos abatement, and work within asbestos areas
Costs associated with multiple trips to the jobsite due to incompletion by others
Damage by other contractors
Any consequential damages, loss of use, loss of revenue, and any third party consequential damages
Construction permits and other permits (e.g. general construction, mechanical, electrical, plumbing, security, etc.)
Engineering, engineered drawings, design submittals
Performance or Payment bonds
Certified payroll
Overtime and/or after-hours labor (Normal business hours M-F, 7:00am – 5:00pm)
Scaffolding, cranes, man-lifts
Building/site Network/PoE switches
Identification and/or clearing of underground utilities
Landscaping, trenching, core drilling

Pricing Summary

Pricing Summary	Sell Price*
Equipment	$278,502.74
Labor	$116,017.26
Total Quote Price	$394,520.00

Payment Terms

The total price of: $394,520.00 is based on the items outlined in this proposal. ANY STATEMENTS MADE HEREIN REGARDING SAVINGS THAT MAY BE ACHIEVED BY IMPLEMENTING THE SERVICES OFFERED IN THIS PROPOSAL ARE ESTIMATES ONLY. NO WARRANTY, EITHER EXPRESSED OR IMPLIED, SHALL BE CONSTRUED TO ARISE FROM SUCH STATEMENTS, NOR SHALL SUCH STATEMENTS BE CONSTRUED AS CONSTITUTING A GUARANTEE BY SIEMENS THAT SUCH SAVINGS WILL OCCUR IF THE SERVICES ARE IMPLEMENTED.

The Buyer acknowledges that when accepted by the Buyer as proposed by Siemens Industry, Inc., this Proposal and the Siemens RAM Projects Business Standard Terms and Conditions, (together with any other documents incorporated into the forgoing) shall constitute the entire agreement of the parties with respect to its subject matter. BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS READ ALL OF THE TERMS AND CONDITIONS AND DOCUMENTS, THAT SIEMENS OR ITS REPRESENTATIVES HAVE MADE NO AGREEMENTS OR REPRESENTATIONS EXCEPT AS SET FORTH THEREIN, AND THAT (S)HE IS DULY AUTHORIZED TO EXECUTE THE SIGNATURE PAGE ON BEHALF OF THE BUYER.

Proposal is valid for thirty (30) days from the delivery date of March 13, 2023. Payment Terms: 25% mobilization, progress payments, payment is due within 30 days of invoice date.

*Pricing only valid with approval, acceptance and concurrent execution of separately proposed SIVMS SIPASS SSA (Software Support Agreement)

Terms & Conditions (Restricted) (www.siemens.com/standard-terms-project-restricted)

Terms and Conditions (Click to download)

Terms & Conditions Link(s)

Price Escalation. If, during the term of this Contract, the price of various materials or labor or logistics are increased as reflected by CRU/IHS Markit/CMAI/COMEX market index, then Siemens may increase the Contract Sum or apply a surcharge to Customer accordingly.

As a result of the global Covid-19 Virus outbreak, temporary delays in delivery, labor or services from Siemens and its sub-suppliers or subcontractors may occur. Among other factors, Siemens' delivery is subject to the correct and punctual supply from sub-suppliers or subcontractors, and Siemens reserves the right to make partial deliveries or modify its labor or services. While Siemens shall make every commercially reasonable effort to meet the delivery or service or completion date mentioned above, such date is subject to change.

Signature Page

att

Proposed by: Accepted by:

Siemens Industry, Inc. Company

MANATEE COUNTY PORT AUTHORITY

Company

Tim Ward Name

George Kruse

Name (Printed)

7735316

Proposal # Signature

$394,520.00

Chairman

Proposal Amount

Ward Timothy

Digitally signed by Ward Timothy DN: CN=Ward Timothy, O=Siemens,

Title

SN=Ward, G=Timothy, SERIALNUMBER=Z0031P2E Date: 2023.03.13 15:48:50-04'00'

Date

March 28, 2023

Date

ATTEST: ANGELINA M. COLONNESO CLERK OF CIRCUIT COURT

Purchase Order #

PROPOSAL

POM- SIVMS SIPASS SSA (Software Support Agreement)

PREPARED BY

Siemens Industry, Inc. ("Siemens")

PREPARED FOR

MANATEE COUNTY PORT AUTHORITY / SEAPORT MANATEE

DELIVERED ON

March 13, 2023

Table of Contents

INTRODUCTION 1

Proposal Information 1

Contact Information 3

Siemens Capabilities & Customer Commitment 3

CUSTOMER OVERVIEW 4

Executive Summary 4

SERVICE SOLUTION 5

Building Services – Security 5

SERVICE IMPLEMENTATION PLAN 7

Connectivity and Communications 7

Emergency Response Times – Security 7

Service Agreement Contract Characteristics 8

General Services 8

Maintained Equipment Table 9

Service Team 10

TERMS AND CONDITIONS 11

Agreement Terms for Investments 11

Terms and Conditions 12

SIGNATURE PAGE 13

Signature Page 13

APPENDICES 14

Appendix A: Additional Services 14

Appendix B: Siemens Service Portfolio 15

Contact Information

Proposal #:	7733675
Date:	March 13, 2023

Sales Executive:	Tim Ward
Branch Address:	8010 Woodland Center Blvd., Suite 1800 Tampa, FL 33614
Telephone:	813-334-9155
Email Address:	timothy.ward@siemens.com

Customer Contact:	David St. Pierre
Customer:	MANATEE COUNTY PORT AUTHORITY / SEAPORT MANATEE
Address:	300 TAMPA BAY WAY
	PALMETTO FL 34221-6621

Services shall be provided at:	MANATEE COUNTY PORT AUTHORITY / SEAPORT MANATEE
	300 TAMPA BAY WAY PALMETTO FL 34221-6621

Siemens Capabilities & Customer Commitment

Siemens Industry, Inc. is a leading single-source provider of cost-effective facility performance solutions for the comfort, life safety, security, energy efficiency and operation of some of the most technically advanced buildings in the world. For more than 150 years, Siemens has built a culture of long-term commitment to customers through innovation and technology. Siemens is a financially strong global organization with a Branch network that delivers personalized service and support to customers in multiple industries and locations.

Executive Summary

You have made a significant investment in your facility and its complex technical systems which are critical to the profitability and productivity of your overall business. This proposed software support & maintenance service solution, our Service Agreement, will proactively serve to protect that substantial investment through a program of planned service tasks by our trained technical staff.

This Service Agreement has been specifically developed to support your unique facility, and the services provided herein will help you in achieving your facility goals.

Our Services

Siemens will provide the following services as detailed below. Service Description

Data Backup and Restore Services
Performance Reporting
Network Maintenance
Operator Coaching
Firmware Updates
Software Maintenance & Support Service - SiPass (including SiPass Interface)
Software Maintenance & Support Service - SiVeillance VMS

Building Services – Security

Services that deliver the outcomes you want to achieve.

Services delivered by Siemens have been developed to help you achieve the outcomes you expect. Through the Siemens Building Security Services we are pleased to offer the following services: Software Maintenance & Support Service - SiPass (including SiPass Interface)

Siemens will provide software service release updates and hotfixes to your SiPass security software version as they are required on an annual basis. These updates include both service releases, hotfixes and new version releases to the current SiPass security software. System upgrades to major software releases may be handled separately from this agreement as required. Siemens will also provide corresponding support documentation outlining the features of the releases. Included is operator coaching to help to familiarize you with the new features along with their associated benefits. These updates will act to deliver the benefits of Siemens' commitment to compatibility by design, a commitment unique in our industry. System servers/workstations covered under this service are itemized in the List of Maintained Equipment. Upgrades to operating systems, servers, PC's and/or related workstation hardware are excluded unless specified elsewhere.

Software Maintenance & Support Service - SiVeillance VMS

Siemens will provide software service release updates and hotfixes to your SiVeillance VMS security software version as they are required on an annual basis. These updates include both service releases, hotfixes and new version releases to the current Siveillance Video Management System (VMS) security software. System upgrades to major software releases may be handled separately from this agreement as required. Siemens will also provide corresponding support documentation outlining the features of the releases. Included is operator coaching to help to familiarize you with the new features along with their associated benefits.

These updates will act to deliver the benefits of Siemens' commitment to compatibility by design, a commitment unique in our industry. System servers/workstations covered under this service are itemized in the List of Maintained Equipment. Upgrades to operating systems, servers, PC's and/or related workstation hardware are excluded unless specified elsewhere.

Firmware Updates

Siemens will provide you with firmware and documentation updates to your security systems servers and field control panels on an annual basis. The included operator coaching will familiarize you with the new features and their associated benefits. These updates deliver the benefits of Siemens commitment to compatibility by design; a commitment unique in our industry. Servers / field control panels included under this service are itemized in the List of Maintained Equipment. Upgrades to Field Panel hardware, processors, memory boards, and related hardware are excluded unless specified elsewhere.

Performance Reporting

Through implementation of our Proven Outcomes reporting, Siemens will ensure that our delivered services are of the highest quality. The annual reporting criteria are developed between your facility staff and Siemens, and will reflect the goals and objectives of the scope of this Service Agreement. These reporting

criteria will be agreed upon at the commencement of this agreement. We will meet with you to discuss our performance and your satisfaction with the quality of service that is being provided under your agreement. We will discuss the performance of your systems, your facility, and make recommendations for improvement.

Operator Coaching

Through our individual Operator Coaching, we will review and reinforce learned skills, leading to greater operator knowledge and productivity. Siemens will assist your operators in identifying, verifying and resolving problems found in executing tasks. During the coaching sessions, we can address log book issues, assist your operators in becoming more self-sufficient, and improve the skills of your operators to better meet the needs of your facility and their specific job responsibilities. This will promote better utilization of systems and applications implemented in your facility. Under this agreement Siemens shall provide up to 8 hours of operator coaching on an annual basis. Scheduled operator coaching to be performed during normal business days/hours.

Data Backup and Restore Services

Siemens will perform both automated (where applicable) and scheduled database backups of your security systems database/s, graphics and/or field panel databases and provide safe storage of this critical business information on a quarterly basis. Should a catastrophic event occur, we will respond onsite (or online where circumstances allow) to reload the databases and system files from stored backup copies, to restore your operation as soon as possible. The equipment to be included as part of this service is itemized in the List of Maintained Equipment in this service agreement.

Network Maintenance

Network Maintenance: Using a combination of diagnostic technologies and network analysis software, Siemens will analyze, optimize and report on the performance of the customer's security systems networks on an annual basis. Proper network performance ensures the proper speed of communication and accuracy of control, alarming, and reporting across the facility. Using network diagnostic tools, our proactive evaluation of the data network includes an analysis of bandwidth, disturbances, network traffic, communication over the network, and overall operation.

Connectivity and Communications

Siemens Service Portal

The Service Portal complements the personalized services you will receive from your local Siemens office by providing greater visibility into equipment and services delivered by Siemens. This web-based portal allows you the ability to submit service requests, confirm and modify schedules, track repairs, manage agreements, generate reports, and access critical information; then share it across your entire enterprise quickly and efficiently. The Service Portal is a user-friendly way to increase your productivity and the value of your service program.

Data security as a basic requirement

We value confidentiality and long-term partnerships. That is why we give the security of your data the highest priority. Before we implement an enhanced service package with remote support, we conduct an in- depth analysis of the situation, taking into account national and international regulations, technical infrastructures and industry specifics. Our service employees carefully evaluate your needs on an individual basis with a view toward information security.

Emergency Response Times – Security

Emergency Online/Phone Response

Standard

Monday through Sunday, 24 Hours per Day, System and software troubleshooting and diagnostics will be provided remotely to enable faster response to emergency service requests and to reduce the costs and disruptions of downtime. Siemens will respond within 4 hours, Monday through Sunday, 24 hours per day, excluding Holidays, upon receiving notification of an emergency, as determined by your staff and Siemens. Where applicable, Siemens will furnish and install the necessary online service technology to enable us to remotely access into your system, through a communications protocol (internet connection or dedicated telephone line) that will be provided by the facility. Where remote access is not available to the system, Siemens will provide phone support to your staff to assist in their onsite troubleshooting and diagnosis. If remote diagnostics determine a site visit is required to resolve the problem, a technician can be dispatched. Depending on your contract coverage, the on-site dispatch will be covered or will be a billable service call.

Emergency On-site Response Standard

Monday through Sunday, 24 hours per day, Emergency Onsite Response will be provided to reduce the costs and disruptions of downtime when an unexpected problem does occur. Siemens will provide this service between scheduled service calls and respond onsite at your facility within the next business day, Monday through Sunday, 24 hours per day, for emergency conditions, as determined by your staff and Siemens.

Response on Holidays is excluded from this coverage. Non-emergency conditions, as determined by your staff and Siemens, may be incorporated into the next scheduled service call.

Service Agreement Contract Characteristics

Description	SECURITY
Hours of Coverage	24 x 7
Response Times (Phone/Online)	4 Hours
Response Times (Onsite/Emergency)	Next Business Day
Remote Services	Yes
Third Party Systems	No
Monitoring	No
Additional Labor Discount	20.0%
Additional Material Discount	20.0%

Labor and material discounts are applicable for sites identified in this agreement and are only available for the disciplines included in this agreement. Labor discounts are shown in the table above. Material discounts, when applicable, are as follows:

Security: Pricing discount will vary depending on manufacturer.
Material discounts may not apply to 3rd party or non-Siemens manufactured components.

Labor and material costs for troubleshooting problems, repairing and/or replacing components not listed under this agreement are handled separately. These costs can be billable or included within your Repair and Replacement Coverage. See Appendix A: Additional Services and List of Maintained Equipment to view your current Repair and Replacement Coverage.

General Services

Security
Service Description	Qty	Frequency	Year
Performance Reporting	1	1	1,2,3
Network Maintenance	1	1	1,2,3
Operator Coaching	1	1	1,2,3
Firmware Updates	1	1	1,2,3

Maintained Equipment Table

Security

Equipment

Service Description

Qty

Frequency

Year

Service Location

Repair Coverage*

Main Server - SiPass Interface

Data Backup and Restore Services

1,2,3

Onsite

N/A

Software Subscription Service

- SiPass

1,2,3

Onsite

N/A

Main Server - SiPass Control

Data Backup and Restore Services

1,2,3

Onsite

N/A

Software Subscription Service

- SiPass

1,2,3

Onsite

N/A

Main Server - SiVMS Mgt

Data Backup and Restore Services

1,2,3

Onsite

N/A

Software Subscription Service

- SiVeillance

1,2,3

Onsite

N/A

Main Server - SiVMS Recording

Data Backup and Restore Services

1,2,3

Onsite

N/A

Software Subscription Service

- SiVeillance

1,2,3

Onsite

N/A

*N/A: Troubleshooting and repair labor included. Labor and/or materials for items determined to be out-of warranty, unrepairable, obsolete, and/or requiring upgraded equipment are not covered under this agreement and will be reviewed with the owner.

Service Team

An important benefit of your Service Agreement derives from having the trained building service personnel of Siemens Industry, Inc. familiar with your building systems. Our implementation team of local experts provides thorough, reliable service and scheduling for the support of your system.

Added to the team is a team of building experts at our Digital Service Center. The benefits you receive are less disruption to your employees at the site, less intrusive on the system at peak hours, fewer emissions for trucks rolled, and real time analytics with digital workspace hours.

The following list outlines the service team that will be assigned to the service agreement for your facility

Your Assigned Team of Service Professionals will include:

Sales Executive manages the overall strategic service plan based upon your current and future service requirements.

Client Services Manager is responsible for ensuring that our contractual obligations are delivered, your expectations are being met and you are satisfied with the delivery of our services.

Primary Service Specialist is responsible for performing the ongoing service of your system.

Secondary Service Specialist who will be familiarized with your building systems to provide in-depth backup coverage.

Remote Services Specialist is responsible for the execution of remote services including proactive planned tasks, in-depth fault analysis and identification of corrective actions.

Service Operations Manager is responsible for managing the delivery of your entire support program and service requirements.

Service Coordinator is responsible for scheduling your planned maintenance visits, and handling your emergency situations by taking the appropriate action.

Service Administrator is responsible for all service invoicing including both service agreement and service projects.

Work Orders shall be sent to: tampaservice.us.sbt@siemens.com

If Emergency services are needed contact Siemens directly at 800-892-0288, Option 2

Agreement Terms for Investments

Services shall be provided at:

300 TAMPA BAY WAY PALMETTO, FL 34221-6621

Siemens Industry, Inc. shall provide the services as identified in this Proposal and pursuant to the associated terms and conditions contained within.

Duration (Initial Term and Renewal): This Agreement shall remain in effect for an Initial Term of 3 Periods beginning 2023-04-01. After the expiration of the Initial Term, this Agreement shall automatically renew for successive one year periods. The Investments for each year after the Initial Term of the Agreement and each year of each renewal of this Agreement shall be determined as the immediate prior year's Investment plus an escalator of 5.5% or as allowed per this proposal. In addition, each renewal term pricing shall be adjusted for any additions or deletions to services selected for the renewal term.

Initial Term Investments:

Period	Period Range	Billing Frequency	Annual Price*
1	Apr 1,2023 - Mar 31,2024	Annually (In Advance)	$105,480.00
2	Apr 1,2024 - Mar 31,2025	Annually (In Advance)	$111,281.00
3	Apr 1,2025 - Mar 31,2026	Annually (In Advance)	$117,401.00

$334,162.00

Multi-Period Investment Total

*Pricing only valid with approval, acceptance and concurrent execution of separately proposed Video Mgt Sys Expansion. Amount due at beginning of associated Period Range based on Billing Frequency.

Sales tax not included. Any applicable sales taxes will be calculated based on local requirements at the time of invoicing. The pricing quoted in this proposal are firm for 30 days.

Terms & Conditions (www.siemens.com/standard-terms-service)

Terms and Conditions (Click to download)

Terms and Conditions

Price Escalation. If, during the term of this Contract, the price of various materials or labor or logistics are increased as reflected by CRU, CMAI, COMEX market indexes or IHS Markit, then Siemens may increase the applicable yearly Investment or apply a surcharge accordingly.

Attachment A

Riders (Click on rider below to download)

SI Software License Warranty (www.siemens.com/rider-software-license)

SI Exclusions and Clarifications (www.siemens.com/rider-clarification)

Signature Page

The Buyer acknowledges that when accepted by the Buyer as proposed by Siemens Industry, Inc., this Proposal and the Standard Terms and Conditions of Sale for Services, (together with any other documents incorporated into the forgoing) shall constitute the entire agreement of the parties with respect to its subject matter.

BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS READ ALL OF THE TERMS AND CONDITIONS AND DOCUMENTS, THAT SIEMENS INDUSTRY, INC. OR ITS REPRESENTATIVES HAVE MADE NO AGREEMENTS OR REPRESENTATIONS EXCEPT AS SET FORTH THEREIN, AND THAT (S)HE IS DULY AUTHORIZED TO EXECUTE THE SIGNATURE PAGE ON BEHALF OF THE BUYER.

Initial Term Investments

Period	Period Range	Billing Frequency	Annual Price
1	Apr 1,2023 - Mar 31,2024	Annually (In Advance)	$105,480.00
2	Apr 1,2024 - Mar 31,2025	Annually (In Advance)	$111,281.00
3	Apr 1,2025 - Mar 31,2026	Annually (In Advance)	$117,401.00

Proposed by: Accepted by:

Siemens Industry, Inc. Company

MANATEE COUNTY PORT AUTHORITY

Company

Tim Ward Name 7733675

George Kruse

Name (Printed)

Proposal #

$105,480

Proposal Amount

Ward Timothy

Digitally signed by Ward Timothy DN: CN=Ward Timothy, O=Siemens,

Signature

Chairman

Title

SN=Ward, G=Timothy, SERIALNUMBER=Z0031P2E

March 28, 2023

_______

_ Date: 2023.03.13 15:50:37-04'00'

Date Date

ATTEST: ANGEL M. COLONNESO CLERK OF CIRCUIT COURT

Purchase Order # ⬜ PO for billing only ⬜ PO not required

Appendix A: Additional Services

Additional Services: If conditions are encountered that require services beyond the services included under this agreement and customer elects to proceed with the additional services, customer will issue a purchase order or written authorization to the Siemens for the additional services based either on a lump sum proposal or on time and material basis. When time and material is the method of compensation, the following rates apply:

Work Orders shall be sent to: tampaservice.us.sbt@siemens.com

If Emergency services are needed contact Siemens directly at 800-892-0288, Option 2

SIEMENS

Appendix B: Siemens Service Portfolio

Advisory aind Performance Services

SIEMENS

'"F""";o/fa.-(;

M.ana SyslE!m

0 peratio111 & Campi1a nee

Opt1m12 Perform.int,e

& Produ ctiv1ty

Pra c't L1fi:!cyclE!-

lnvestment

E.nt,c1nia Energy

Management & S•stainabil1ty

Sarvlals: th.!Jt kQetp :sytl8ms performing alt th r best. a1 dll,slined i11nd ln'tendlid IQ OP4fa1lt', l',,flpOU,i,Chlifla'o:

OpUmlzlid comfon, safi'I)',.and !iacurtr,, FulfUl!id rv,gu1i11tory raqulfliilnNnts CirH1:&r 1Hmp,H111tacy into criltl,c.al !ii)t!5tllll'l'IS

Roducod oporatt.,-g rtsic

Fadllt)' .1Uwnm1mt Ii 11annlng

ln-depah bu1Jd1ng 1y, m -BUlil DI illndl

r11c.o11111N1nda!klm,, dlilfinitk:Jnof rli!le\lant KPk,,

i)nd idewlol)mlil'Uor your seri,a ptOgtJm

lut I: Inspection

RQ,gub.r Chiil<k.•Up$ co lfli!UUlii! S)'stlilm Ptrlorrnainct COffljHlfQd you, dcirino-d ·r,dtJr, and ragutation requbil'rTIQ!nts.and risll

PrtWOnthtQ SQNIC01

Servlc&s pg,rformH on a ragul.!lr-schi-dukt or

bilw-d on d11t. alUily'tic:s, 1ov1uify and imprtiwlli!

$Y$bilffl 4'liij,

Doc.umiantalloo Mana,gamant

Mi,,nDgtme-n, or cr1tiail build, syncim and com;p'Hance lnlormalil>n. with D19i!nizalion and Mt»H Cklto1min0dlb)ryour AKdS.

Cor!'111ctlv,a.Slil'rvlcills.

lrnmedi:n,a rtiPofl.W IQ1-)'Stli!m tailur;s or

IOIJIIS m fU,tcl'9 runction bl) i,,ndllntegrlf)'

IOdli!!iillld!5talR

h.llnm .bulldlng pt1rlnm\anca \lrttil ni fflliilSUJaio 1hM lna1NW p,od. . ,IQI onde-cy, ,.,

ootcDffllts lndudit:

Enhonotd synom,Pertorm•n<•
" S\reamllf»d 0pw•lkNNl alirOU1S.Slliti
lmpn,,n.1,11d decblon1nak.ln" through data
Optlmlzallon I ng
Pllnning tnd pdofl1.i::01ion or improv•nwn1 lnrili15Uni!!S to incraa!.a builcHng .and/or pC'CMlilss i»rformainai f)nd emc: nciH,
Pred 5arna
Sijs1emi a.nil auditQd .and monit0n1d to
Naiic1 obnorm.ai111les er 1',11u'l6. with
llil <Nllmendatiom pr(Wlded.ard'orrormclkr
acdo,ut.alri!n
5)"'5 m lmpror.,llmlilltJ & lntagraUan mhanOiilm,ants or ildditions ltO your cumiol "J:Slli1rn to incrnst :n,111roduc1tf'ldy, IIClm ped01\111.allClf, andloperationarenHg)' eff,clenci,u
hln OIIOlllUonal SJppon
TrJil'ling. (,etaching. .Ind 00-si'tQ WpPOII 00
ln nanili :JC.ti produ'Clhlty ind n 3Q,dge
5ti-Mat1
1to :,nd.ro, rQ!mou1 fQSOUrcci:s rnonhor
-s:ysmm lill/ints and ailarms. and takii!
appropr r.acltioo
l.Jw0! 98 past lnvGitmunt!. and adclni,ss futurv ni!!Qulrliffllilnts with ad-t11JK41!d a.nd pro,,,1n bJifhnoaogy. to-M:hltY9
OUtCOfDlillii !UKhas:
Extandlad systam llfa
- Mplmtiod r;JUrn on lr"NIQlttmont
- tlb:Qd bineflb ot inrw '8(hnoh:riw1
  iac::hnology ftarmln,g
  COMYlil1ng sol\i'ku ildcinit11"fwehnol lmprown»ntopportunldas.1h.;n hllllp,achilva per;forroonc,e go,ab. whire le.oua-ging P-M-l in\.'Clsunonts.
  Sp-wm Updi!11W1IUppradii!s
  5o'fMUf LIP9rl S Ind fiffflNINI UiPdlEH
  .aq deltv,nlng thili motl CUHOn1. tecmology.and r11nctionality"
  S)'5llm ,.ugr,atlon I Mod-,nll.a'tlOn Enhanamenl.5toyoursystem5 b)I ii!le atilll) J,om to VII ITtOHC!.llffll'II ilal4wl ll!idi sot1w..m1 ptadornn. rliSultlng In irxrauad fLmCOOl\aity ind Pii!ffO ffllrH:i' kvels
  Ratrcffls. & h:mndons.
  Modi icalions ilm made 10111:1:i:sting S)"Jitil!lns to 1ccof'!"'l1ino4n+ c.ftar,gn to your 1,1ciriq, usa!J"' .aind foo prln1
  Hv-w rnsu,,lkllJon:5e!"'lcH
  s,.artup. ccmmls lon ng. and oah,Qf nisu11atk>n
  5i!rvioes ,111e compleW:d ID emu re nl'W
  QQi,lp;rnani oPlll,1!01, Ot m;p:imum PQrfOlffllt"ICI
  rncre1i! theYillllil .and cum tltfveness.
  of !)glldlng1;1n.d lf'lfflSlfl.lCn!ff f&-dQ.fNll!dng Kllutloos: Ith.at:
Con:wrn iii n111rg.y " Maxim • •Hlclency

"' Mlntmt.14! 004rot1no cosu

"' lwdu:c. >Qn\llromrlliillnt.el lm,pact

fiMlW l!Sustalna.bl tty MlsllilrPlinnlr191

suag,, ••oiono;ng ,.,.,, ... p,-u

Qij dQd rnasmr pun to budgg,t uanspartllC)', Enabfe mp,«Mi!d per1CH'mance nd s:unt;iNtNlit)'. flillduc:OCIM'9J' c:

and minirnhe C>pQrational msts

E,,.,w ton..,.. IIOn

18')1i'l'T1QOIDJ,eoa,"lf romonr,!lllon -s:trali!gle!i redoces IDlal u1rbon,e11115siQm through omoonq, moasu,crs and m!ft1ffla.cis

spond by opOmlzing """"flllllloo

E... ,W P<O<luall>!! I, S!Mtgo

using lnnov.at:H• do-s;lgn and s.inuiWOn rook. energy produc6on .and sloragi solutio.ns imptOU,tQni;,tgy tffieiency. Qnli!tg)' ,Dv,Ditebil1fy, wcurily of 511w•l', .iod ca.ibon Rdudion

E,,.,wP<ocuromon1

Wilfl adv.ancadprcxumrnent uchnologio!li and be-nefttiil <onlRCt benns,. ctiese tiiorvd p,ocul'QIIIQnlo11nd:suopi'J SCIA'k:Gs 1Nuco cose. fHlucg, ris .and cre,at:i c1:rtalnit'j

D1gi1al Servtces

Item No.	Batch ID No.	Reference No.
1	BAAL0328623A	BU23000330
2	BAAL0328623A	BU23000331

00 1030	Mechanical & Plumbing	Heating, Ventilation, and Air-Conditioning (HVAC):