A meeting of the Manatee County Port Authority will be held during a Board of County Commissioner’s meeting Tuesday, April 25, 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

April 25, 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

April 25, 2023

1. CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes – March 28, 2023

      
      

   3. Budget Resolution

      
      

   4. Public Transportation Grant Agreement – Mobile Harbor Crane

      
      

   5. Magnum Builders Change Order No. 2

      
      

   6. Certification of Lands Related to Washington Park

      
      

   7. Interlocal Agreement with the City of Saint Petersburg

RECOMMENDATION:

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

Manatee County Port Authority Warrant (Check) Listing

03/13/2023 to 04/11/2023

Manatee County Port Authority Warrant (Check) Listing

03/13/2023 to 04/11/2023

Manatee County Port Authority Warrant (Check) Listing

03/13/2023 to 04/11/2023

Manatee County Port Authority Warrant (Check) Listing

03/13/2023 to 04/11/2023

Total warrants (checks) for period reported 3,454,067.28

MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

COUNTY ADMINISTRATION CENTER, HONORABLE PATRICIA M. GLASS CHAMBERS

1112 Manatee Avenue West Bradenton, Florida

March 28, 2023

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

Present were:

George W. Kruse, Chairman

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

Amanda Ballard, (Entered during meeting)

Absent was:

Kevin Van Ostenbridge

Also present were:

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

Dustin Peebles Accounting, Clerk of the Circuit Court Hannah Bishop, Board Records, Clerk of the Circuit Court

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

Carlos Buqueras, Executive Director, requested consideration of the Port Authority Consent Agenda.

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

AGENDA PA20230328DOC001

CONSENT AGENDA PA20230328DOC002

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

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

   1. WARRANT LIST

      Accepted Warrant Listing from February 9, 2023, to March 12, 2023 PA20230328DOC003

   2. MINUTES

      Approved the Minutes of February 16, 2023

   3. BUDGET AMENDMENT

      • Adopted Budget Resolution PA-23-13, budgeting $5,000,000 for the Florida Department of Transportation (FDOT) Public Transportation Grant Agreement (PTGA) for the mobile harbor crane initiative funded by 50 percent FDOT in the amount of $2,500,000 and 50 percent Port cash of $2,500,000; and

      • 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 PA20230328DOC004

        March 28, 2023 (Continued)

        
        

   4. WAREHOUSE MODERNIZATION INITIATIVE

      Adopted Resolution PA-23-12, adding 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 PA20230328DOC005

   5. WAREHOUSE 6 MODERNIZATION PROGRESSIVE DESIGN-BUILD CERTIFICATION AND

      RANKING AND CONTRACT AWARD

      • Approved the certification and ranking of Haskell and Half acre 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; and

      • Approved award of the attached proposed contract to Half acre Construction Company, subject to FDOT approval and extension of the FDOT grant deadline to September 3, 2025 PA20230328DOC006

   6. CAMERA SYSTEM UPGRADES APPROVAL

Approved 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 PA20230328DOC007

(End Consent Agenda)

Mr. Buqueras had no further comments. (Entered Commissioner Ballard)

CITIZEN COMMENTS

Carol Whitmore, Holmes Beach, noted three previous Commissioners were not recognized by the Port Authority, and requested a certificate of appreciation for serving on the Port Authority.

Mr. Buqueras stated there was no directive, to not recognize the former Port Authority Members.

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

Chairman Kruse noted the newest partner, Oceanus Line, to Port Manatee, and this is a great opportunity to bring imports from Columbia.

Discussion ensued regarding moving forward with the vision of the Port, and thanking Mr. Buqueras.

ADJOURN

There being no further business, Chairman Kruse adjourned the meeting at 9:08 a.m.

Minutes Approved:        

April 25, 2022

CONSENT

AGENDA ITEM 1.C: BUDGET RESOLUTION BACKGROUND:

This resolution transfers the balance of $48,822 from the completed Railroad Capital Improvement project to the Customs Upgrade Intermodal Building project for additional security infrastructure and the relocation of the A/C unit.

ATTACHMENT:

Budget Resolution PA-23-15.

COST AND FUNDING SOURCE:

Transfers $48,822 within the Port Capital Improvement projects.

CONSEQUENCES IF DEFERRED:

Delay in budget allocations.

LEGAL COUNSEL REVIEW: N/A RECOMMENDATION:

Move to adopt Budget Resolution PA-23-15.

RESOLUTION PA-23-15 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:

ADOPTED with a quorum present and voting this the 25th day of April, 2023.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:                 

BUDGET AMENDMENT RESOLUTION NO. PA-23-15 AGENDA DATE: April 25, 2023

1. Fund: Port Capital Improvement

   
   

   Section: Customs Upgrades Intermodal Building Section Railroad Upgrade and Replacement

   
   

   Description: Transfers the balance of $48,822 from the completed Railroad Upgrade and Replacement project to the Customs Upgrades Intermodal Building project.

   
   

   Batch ID: BAAL04253A Reference: BU23000380

   April 25, 2023

   
   

   CONSENT

   AGENDA ITEM 1.D: PUBLIC TRANSPORTATION GRANT

   AGREEMENT –MOBILE HARBOR CRANE

   
   

   BACKGROUND:

   
   

   The Florida Department of Transportation (FDOT) has agreed to participation in the funding of $2,500,000 for the procurement of a mobile harbor crane and has provided the attached the Public Transportation Grant Agreement (PTGA). As a condition of the grant, the Port is obligated to contribute 50% (or $2,500,000), bringing the total project costs to

   $5,000,000. To enter into the agreement, FDOT requires that the Port Authority adopt a resolution specifically approving the PTGA and authorizing the execution of the PTGA on behalf of the Port Authority by specifically designated officials.

   
   

   ATTACHMENT:

   
   

   Resolution PA-23-14 and the State of Florida Department of Transportation Public Transportation Grant Agreement

   
   

   COST AND FUNDING SOURCE:

   
   

   FDOT funding of $2,500,000 and $2,500,000 Port

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in execution of the PTGA

   LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

   
   

   Move to adopt Resolution PA-23-14 authorizing the execution of the Public Transportation Grant Agreement with the Florida Department of Transportation for the procurement of a mobile harbor crane.

   Financial Project Number

   449793-1-94-01

   Contract Number G2H43

   
   

   PA-23-14

   
   

   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 procurement of a mobile harbor crane, and

   
   

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

   
   

   NOW THEREFORE BE IT RESOLVED by the Manatee County Port Authority

   that:

   
   

   1. The State of Florida Department of Transportation Public Transportation Grant Agreement, identified as State Grant Number G2H43 wherein the Department agrees to a maximum participation in the amount of $2,500,000 is approved. The Chairman of the Port Authority, or, in the absence of the Chairman, any Vice Chairman of the Port Authority, is authorized to execute the Public Transportation Agreement on behalf of the Port Authority.

      
      

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

      
      

   3. The Clerk of the Circuit Court of Manatee County, Florida, is authorized to cause two copies of this resolution to be certified for delivery to the Florida Department of Transportation.

ADOPTED with a quorum present and voting this the 25th day of April, 2023. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT

CLERK OF CIRCUIT COURT AUTHORITY

By:             

Chairman

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000-01 STRATEGIC DEVELOPMENT

OGC 07/22

Financial Project Number(s):

(item-segment-phase-sequence)

Fund(s):

449793-1-94-01        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:        Federal Award Date:

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

N/A    Agency SAM/UEI Number:

                                                 N/A                        

                                               55.005                       

                    Seaport          Grant          Program                   

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

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

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

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

   
   

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

   
   

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

   
   

   Aviation

   X Seaports Transit 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

   
   

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

   
   

   X Exhibit A: Project Description and Responsibilities

   X Exhibit B: Schedule of Financial Assistance

   *Exhibit B1: Deferred Reimbursement Financial Provisions

   *Exhibit B2: Advance Payment Financial Provisions

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

   *Exhibit C: Terms and Conditions of Construction

   X Exhibit D: Agency Resolution

   X Exhibit E: Program Specific Terms and Conditions

   X Exhibit F: Contract Payment Requirements

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

   STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

   PUBLIC TRANSPORTATION GRANT AGREEMENT

   Form 725-000-01 STRATEGIC DEVELOPMENT

   OGC 07/22

   
   

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

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

   *Additional Exhibit(s):

   
   

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

   
   

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

   
   

6. Term of Agreement. This Agreement shall commence upon full execution by both Parties (“Effective Date”) and continue through April 30, 2027. If the Agency does not complete the Project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the Department prior to the expiration of this Agreement. Expiration of this Agreement will be considered termination of the Project. The cost of any work performed prior to the Effective Date or after the expiration date of this Agreement will not be reimbursed by the Department.

   
   

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

      
      

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

      
      

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

   
   

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

   
   

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

      
      

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

      
      

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

      
      

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

      
      

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

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT

      Form 725-000-01 STRATEGIC DEVELOPMENT

      OGC 07/22

      
      

      
      

9. Project Cost:

   
   

   1. The estimated total cost of the Project is $5,000,000. 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

      $2,500,000 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.

      
      

10. Compensation and Payment:

    
    

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

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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

        STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

        PUBLIC TRANSPORTATION GRANT AGREEMENT

        Form 725-000-01 STRATEGIC DEVELOPMENT

        OGC 07/22

        
        

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

        
        

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

        
        

    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

        STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

        PUBLIC TRANSPORTATION GRANT AGREEMENT

        Form 725-000-01 STRATEGIC DEVELOPMENT

        OGC 07/22

        
        

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

        
        

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

    
    

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

       
       

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

       
       

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

       
       

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

          
          

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

          
          

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

       
       

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

       
       

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

          
          

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

          
          

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

          
          

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

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

       
       

12. Contracts of the Agency:

    
    

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

       
       

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

       
       

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

       
       

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

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

    
    

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

       
       

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

    
    

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

       
       

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

       
       

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

          
          

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

          
          

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

          
          

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

          
          

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

       
       

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

          
          

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

          
          

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

    
    

    Federal Funded:

    
    

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

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

       
       

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

       
       

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

          
          

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

          
          

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

          
          

       4. The Agency must electronically submit to the Federal Audit Clearinghouse (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

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Form 725-000-01 STRATEGIC DEVELOPMENT

          OGC 07/22

          
          

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

          
          

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

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

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

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

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

          6. Take other remedies that may be legally available.

             
             

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

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

          605 Suwannee Street

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

          
          

          State Funded:

          
          

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

             
             

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

             
             

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

                STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                PUBLIC TRANSPORTATION GRANT AGREEMENT

                Form 725-000-01 STRATEGIC DEVELOPMENT

                OGC 07/22

                
                

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

                
                

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

                
                

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

                
                

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

                
                

                Florida Department of Transportation Office of Comptroller, MS 24

                605 Suwannee Street

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

                
                

                And

                
                

                State of Florida Auditor General Local Government Audits/342

                111 West Madison Street, Room 401

                Tallahassee, FL 32399-1450

                Email: flaudgen_localgovt@aud.state.fl.us

                
                

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

                
                

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

                STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                PUBLIC TRANSPORTATION GRANT AGREEMENT

                Form 725-000-01 STRATEGIC DEVELOPMENT

                OGC 07/22

                
                

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

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

                
                

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

                
                

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

          
          

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

    
    

17. Restrictions, Prohibitions, Controls and Labor Provisions:

    
    

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

       
       

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

       
       

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

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

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

       
       

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

       
       

    7. E-Verify. The Agency shall:

       
       

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

          
          

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

          
          

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

       
       

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

       
       

18. Indemnification and Insurance:

    
    

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

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

       
       

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

       
       

       This indemnification shall survive the termination of this Agreement.”

       
       

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

       
       

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

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

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

       
       

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

       
       

19. Miscellaneous:

    
    

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

       
       

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

       
       

    3. Severability. If any 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

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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

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

AGENCY Manatee County Port Authority

By:                     Name:                   Title:             

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

By:                               Name: John Kubler, P.E.                 Title:  Director of Transportation Development    

STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION

Legal Review:

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 01/23

EXHIBIT A

Project Description and Responsibilities

1. Project Description (description of Agency’s project to provide context, description of project components funded via this Agreement (if not the entire project)): This Agreement provides for the Department's financial participation in SeaPort Manatee's mobile harbor crane initiative. The Agency owns two existing mobile harbor cranes which were purchased in 2007 and 2010. The average design life of cranes before major rebuilds becomes necessary is 15 years. Additional crane(s) will allow the Agency to supplement the existing fleet and provide redundancy during downtime(s), and also allow the Agency to handle multiple vessel operations simultaneously. Newer cranes are also projected to be more efficient and also result in less emissions during operations. The Project includes two components. The first and primary component is to purchase mobile harbor crane(s), which will use one of two procurement approaches:

   
   

   Procurement Method 1: Purchase newer series 2022 Gottwald Generation 6 crane(s) Procurement Method 2: Purchase new crane(s) from a vendor

   A secondary component includes the procurement and installation of parts and components for mobile harbor crane(s).

   
   

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

   
   

3. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): There are two scope options for this PTGA. Scope 1 is associated with procurement method 1: Purchase newer series 2022 Gottwald Generation 6 crane(s). Scope 2 is associated with procurement method 2: Purchase new crane(s) from vendor.

   
   

   Scope 1 (Procurement Method 1): This project includes the work required to complete the Crane activities described in the Project Description, including: mobile harbor cranes; mobile harbor crane parts and components (e.g., emission reductions parts / components); and painting.

   
   

   Scope 2 (Procurement Method 2): This project includes the work required to complete the Crane activities described in the Project Description, including: assembly; commissioning; installation; mobile harbor cranes; mobile harbor crane parts and components (e.g., emission reductions parts / components); painting; procurement cost; testing and certification; and, transportation and delivery.

   
   

4. Deliverable(s):

   
   

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

   
   

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

   
   

6. Transit Operating Grant Requirements (Transit Only):

   
   

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

   STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

   PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

   Form 725-000-02 STRATEGIC DEVELOPMENT

   OGC 01/23

   
   

   EXHIBIT B

   
   

   Schedule of Financial Assistance

   
   

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

   
   

   1. Fund Type and Fiscal Year:

      
      

      Financial Management Number	Fund Type	FLAIR Category	State Fiscal Year	Object Code	CSFA/ CFDA Number	CSFA/CFDA Title or Funding Source Description	Funding Amount
      449793-1-94-01	PORT	088794	2023	751000	55.005	Seaport Grant Program	$2,500,000.00
      449793-1-94-01	LF	088794	2023	-	-	Local Matching Funds	$2,500,000.00
      	Total Financial Assistance						$5,000,000.00

      
      

   2. Estimate of Project Costs by Grant Phase:

      
      

      Phases*	State	Local	Federal	Totals	State %	Local %	Federal %
      Land Acquisition	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Planning	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Environmental/Design/Construction	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Capital Equipment/ Preventative Maintenance	$2,500,000.00	$2,500,000.00	$0.00	$5,000,000.00	50.00	50.00	0.00
      Match to Direct Federal Funding	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Mobility Management (Transit Only)	$0.00	$0.00	$0.00	$0.00	0.00	0.00	0.00
      Totals	$2,500,000.00	$2,500,000.00	$0.00	$5,000,000.00

      Scope Code and/or Activity Line Item (ALI) (Transit Only)

      *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.

      
      

      Amanda Tyner

      Department Grant Manager Name

      
      

      Signature Date

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 01/23

      
      

      EXHIBIT D AGENCY RESOLUTION

      
      

      PLEASE SEE ATTACHED

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

      Form 725-000-02 STRATEGIC DEVELOPMENT

      OGC 01/23

      
      

      EXHIBIT E

      PROGRAM SPECIFIC TERMS AND CONDITIONS – SEAPORTS

      
      

      1. General.

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

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

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

            
            

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

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

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

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

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

            
            

      3. Duration of Terms and Assurances.

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

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

            
            

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

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

         2. Local Government Requirements

            1. Local Zoning/Land Use Ordinance

            2. Local Comprehensive Plan

               
               

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

         1. Federal Requirements

         2. Local Government Requirements

            1. Local Building Codes

            2. Local Zoning Codes

         3. Department Requirements

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

            2. Manual on Uniform Traffic Control Devices

               
               

      6. Consistency with Local Government Plans.

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

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

            STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

            PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

            Form 725-000-02 STRATEGIC DEVELOPMENT

            OGC 01/23

            
            

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

            
            

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

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

         2. Maintain direct control of Project administration, including:

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

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

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

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

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

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

            
            

      8. Preserving Rights, Powers and Interest.

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

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

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

            
            

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

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

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

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

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

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

            
            

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

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

          Form 725-000-02 STRATEGIC DEVELOPMENT

          OGC 01/23

          
          

      11. Federal Navigation Projects

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

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

             
             

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

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

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

-- End of Exhibit E --

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 01/23

EXHIBIT F

Contract Payment Requirements

Florida Department of Financial Services, Reference Guide for State Expenditures

Cost Reimbursement Contracts

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

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

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

   
   

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

   
   

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

   
   

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

   
   

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

   
   

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

   
   

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

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

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

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS

Form 725-000-02 STRATEGIC DEVELOPMENT

OGC 01/23

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: $2,500,000

*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

April 25, 2023

CONSENT

AGENDA ITEM 1.E: MAGNUM BUILDERS CHANGE ORDER NO. 2

BACKGROUND:

On October 20, 2022 the Authority approved Magnum Builders of Sarasota, Inc. for upgrades to the U.S. Customs and Border Patrol office, subject to return of the executed contract with required bonds and insurance in the amount of $313,859. Change Order No. 1 was approved by the Authority for a reduction in contract amount to $290,636.50. Due to scope changes (modification of HVAC system and addition of security systems), Magnum Builders has submitted proposed Change Order No. 2 for $15,228.22. Total contract price with Change Orders 1 and 2 is

$305,864.72.

ATTACHMENT:

Change Order No. 2

COST AND FUNDING SOURCE:

Port cash in the amount of $15,228.22.

CONSEQUENCES IF DEFERRED:

Delay in U.S. Customs and Border Patrol office upgrades

LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

Move to approve and authorize the Chairman to execute the Change Order No. 2 modifying the scope of the contract between Magnum Builders of Sarasota, Inc. and the Manatee County Port Authority and increasing the contract amount by $15,228.22 to $305,864.72.

PORT MANATEE

Project Name: Port Manatee CBP Office Improvements

CHANGE ORDER FORM Change Order No. 2

Date of Issuance:

Owner: Contractor:

Engineer:

3/24/2023

Manatee County Port Authority Magnum Builders of Sarasota

Stantec

Effective Date:

Contract No: Contractors Project No.

Engineer's Project No.

2234

Project:

CBP Office Improvements Contract Name: CBP Office Improvements lntermodel Center

The Contract is modified as follows upon execution of this Change Order:

Description: Scope Changes -ASI 01 inclusive of; CU-1 & MAINTENANCE OUTLET RELOCATED TO GROUND FLOOR, POWER FOR MORTISE LOCKS & CARD READERBOXES, ADDED POWER/DATA WALLS, ADD CONDENSATE PUMP AND

DEDICATED CIRCUIT, MECHANICAL BURGLAR BARS, SLEEVES FUTURE SECURITY

Attachments: List documents supporting change:

RECOMMENDED: ACCEPTED: ACCEPTED:

l"'1Flolph­

JOO'lc:.lct:.l7.0.W

Ralph Ab --::,.::.:u:::,:.f.:f:<::=.

Date:

Project Engineer (if required)

Authority Authorized Date:

Date:

Contractor

Approved by Funding Agency (if applicable)

By:                _

Title:

REV: 05/2018

Magnum Builders of Sarasota 201 Fletcher Ave., Suite 120

Sarasota, Florida 34237

Phone: (941) 351-5560

Fax: (941) 358-9318

PCCO #002

Project: 2234 - Manatee County Port Authority CBP Office Improvements

300 Tampa Bay Way, Suite 1

Palmetto, Florida 34221

Phone: 941-351-5560

Prime Contract Change Order #002: CE #002 - ASI 01

POTENTIAL CHANGE ORDERS IN THIS CHANGE ORDER:

CHANGE ORDER LINE ITEMS: PCO # 001: CE #002 - ASI 01

• MAGNUM

BUILDERS PCCO #002

The original (Contract Sum)

Net change by previously authorized Change Orders The contract sum prior to this Change Order was

The contract sum would be changed by this Change Order in the amount of The new contract sum including this Change Order will be

The contract time will be increased by this Change Order by 19 days.

$313,859.00 (-$23,222.50)

$290,636.50

$15,228.22

$305,864.72

Jeanette Carter (Stantec)

4798 New Broad Street, Suite 100

Orlando, Florida 32814

Manatee County Port Authority

300 Tampa Bay Way, Suite 1

Palmetto, Florida 34221

Magnum Builders of Sarasota, Inc.

201 Fletcher Ave., Suite 120

Sarasota, Florida 34237

byRa1pnA0ela

Ralph Abela "!I-

E•[ agnumlilloldels.com,

o,i\'! mBuiklernofltarasota,

MMa,.,.c,aR.,.,,A.. ,.

Pliuan: attesttolhe,co.ir.icyand

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Dlitt·-fi!!IJ.OJ.3008:20:42--04'00'

SIGNATURE DATE SIGNATURE DATE SIGNATURE DATE

CHANGE NOTICE

CCN # 1

Date: 3/23/2023

Project Name: E22022 Port Manatee CBP office Re Project Number: E22022 Port Manatee CBP office Re Page Number: 1

Client Address:

Magnum Builders

Contact: Ralph Abela

201 Fletcher Ave, Suite 120

Sarasota, Florida 34237

Work Description

CHANGE NOTICE CCN # 1

Client Address:

Magnum Builders

201 Fletcher Ave, Suite 120

Sarasota, Florida 34237

Date: 3/23/2023

Project Name: E22022 Port Manatee CBP office Re Project Number: E22022 Port Manatee CBP office Re Page Number: 2

Name:

Date:

Signature:                                     

I hereby certify that this quotation is complete and accurate based on the information provided.

CONTRACTOR CERTIFICATION

CCN # 1

Final Amount: $2,458.08

Name:

Date:

Signature:

Change Order #:                       

I hereby accept this quotation and authorize the contractor to complete the above described work.

CLIENT ACCEPTANCE

CHANGE NOTICE

CCN # 2

Date: 3/23/2023

Project Name: E22022 Port Manatee CBP office Re Project Number: E22022 Port Manatee CBP office Re Page Number: 1

Client Address:

Magnum Builders

Contact: Ralph Abela

201 Fletcher Ave, Suite 120

Sarasota, Florida 34237

Work Description

Add 2 card reader boxes and 3/4" conduits, stub conduits above ceiling only. 1 @ Slan room door and 1 @ new entry door.

CHANGE NOTICE CCN # 2

Client Address:

Magnum Builders

201 Fletcher Ave, Suite 120

Name:

Date:

Signature:                                     

I hereby certify that this quotation is complete and accurate based on the information provided.

Sarasota, Florida 34237

Date: 3/23/2023

Project Name: E22022 Port Manatee CBP office Re Project Number: E22022 Port Manatee CBP office Re Page Number: 2

CCN # 2

Final Amount: $538.70

Name:

Date:

Signature:

Change Order #:                       

I hereby accept this quotation and authorize the contractor to complete the above described work.

CLIENT ACCEPTANCE

CHANGE NOTICE

CCN # 3

Date: 3/24/2023

Project Name: E22022 Port Manatee CBP office Re Project Number: E22022 Port Manatee CBP office Re Page Number: 1

Client Address:

Magnum Builders

Contact: Ralph Abela

201 Fletcher Ave, Suite 120

Sarasota, Florida 34237

Work Description

CHANGE NOTICE CCN # 3

Client Address:

Magnum Builders

201 Fletcher Ave, Suite 120

Name:

Date:

Signature:                                     

I hereby certify that this quotation is complete and accurate based on the information provided.

Sarasota, Florida 34237

Date: 3/24/2023

Project Name: E22022 Port Manatee CBP office Re Project Number: E22022 Port Manatee CBP office Re Page Number: 2

CCN # 3

Final Amount: $754.37

Name:

Date:

Signature:

Change Order #:                       

I hereby accept this quotation and authorize the contractor to complete the above described work.

CLIENT ACCEPTANCE

CHANGE NOTICE

CCN # 4

Date: 3/23/2023

Project Name: E22022 Port Manatee CBP office Re Project Number: E22022 Port Manatee CBP office Re Page Number: 1

Client Address:

Magnum Builders

Contact: Ralph Abela

201 Fletcher Ave, Suite 120

Sarasota, Florida 34237

Work Description

CHANGE NOTICE CCN # 4

Client Address:

Magnum Builders

201 Fletcher Ave, Suite 120

Name:

Date:

Signature:                                     

I hereby certify that this quotation is complete and accurate based on the information provided.

Sarasota, Florida 34237

Date: 3/23/2023

Project Name: E22022 Port Manatee CBP office Re Project Number: E22022 Port Manatee CBP office Re Page Number: 2

CCN # 4

Final Amount: $622.19

Name:

Date:

Signature:

Change Order #:                       

I hereby accept this quotation and authorize the contractor to complete the above described work.

CLIENT ACCEPTANCE

CHANGE NOTICE

CCN # 5

Date: 3/23/2023

Project Name: E22022 Port Manatee CBP office Re Project Number: E22022 Port Manatee CBP office Re Page Number: 1

Client Address:

Magnum Builders

Contact: Ralph Abela

201 Fletcher Ave, Suite 120

Sarasota, Florida 34237

Work Description

CHANGE NOTICE CCN # 5

Client Address:

Magnum Builders

201 Fletcher Ave, Suite 120

Name:

Date:

Signature:                                     

I hereby certify that this quotation is complete and accurate based on the information provided.

Sarasota, Florida 34237

Date: 3/23/2023

Project Name: E22022 Port Manatee CBP office Re Project Number: E22022 Port Manatee CBP office Re Page Number: 2

CCN # 5

Final Amount: $280.21

Name:

Date:

Signature:

Change Order #:                       

I hereby accept this quotation and authorize the contractor to complete the above described work.

CLIENT ACCEPTANCE

CHANGE NOTICE

CCN # 6

Date: 3/23/2023

Project Name: E22022 Port Manatee CBP office Re Project Number: E22022 Port Manatee CBP office Re Page Number: 1

Client Address:

Magnum Builders

Contact: Ralph Abela

201 Fletcher Ave, Suite 120

Sarasota, Florida 34237

Work Description

CHANGE NOTICE CCN # 6

Client Address:

Magnum Builders

201 Fletcher Ave, Suite 120

Date: 3/23/2023

Project Name: E22022 Port Manatee CBP office Re Project Number: E22022 Port Manatee CBP office Re Page Number: 2

Signature:                                     

I hereby certify that this quotation is complete and accurate based on the information provided.

CCN # 6

Final Amount: $3,250.81

Name:

Date:

Signature:

Change Order #:                       

I hereby accept this quotation and authorize the contractor to complete the above described work.

CLIENT ACCEPTANCE

Magnum

SUBCONTRACTOR'S APPLICATION FOR CHANGE ORDER

SUBCONTRACTOR: POWER AIR CONDITIONING, INC. FED TAX # 59-2039373

           1525 N. OSPREY AVE SARASOTA, FL 34236 PHONE & FAX: (941)362-88 03 FAX 929-0505 PROJECT NAME:

C/Order #: 01 Date: 3/23/23

The Contract is Changed as Follows:

DEDUCTED

Additional scope of work to accommodate field conditions...

One additional condensate pump. $125 (1hr) -

Additional refrigeration piping. $415 (6 hr) –

One (1) burglar bar. $2,020 (10hr) -

Labor 17 hrs x $75 $1,275 –

Total Cost $3,835

Original Contract Amount was

$ 14,870.00

Change by previously authorized change orders: $ -

Contract Amount prior to this change order $ 14,870.00

Contract Amount will be ( INCREASED $ 3,835.00

New contract amount including this change

order is

$ 18,705.00

The Contract time will be (increased, decreased, unchanged) by ( ) days.

April 25, 2023

CONSENT

AGENDA ITEM 1.F.: CERTIFICATION OF LANDS RELATED TO

WASHINGTON PARK

BACKGROUND:

As provided by the terms of the Project Cooperation Agreement (PCA) between the Department of the Army and the Manatee County Port Authority dated March 31, 1995, the Authority agreed to provide all lands, easements and rights-of-way required for the Manatee Harbor, Florida Navigation Project. As part of that Project, the Department of the Army, plans to remove dredge material from the Confined Disposal Facility (CDF) at SeaPort Manatee and transport the dredge material for offloading, placement, access, staging, and construction at Washington Park. On May 19, 2020, in an effort to be able to provide a lands certification and minimize any potential liability to the Port, the County has entered into an Agreement between Manatee County and Manatee County Port Authority related to Washington Park, wherein the County provides the Authority and the Department of the Army with a three-year temporary construction easement and agrees to assume any responsibility under the PCA related to the transportation of dredge material for offloading, placement, access, staging, and construction at Washington Park. The Department of the Army is now requiring a lands certification from the Authority for Washington Park for 10 years which requires an amendment to the Agreement between Manatee County and Manatee County Port Authority wherein the County provides the Authority and the Department of the Army with a ten-year temporary construction easement and agrees to assume any responsibility under the PCA related to the transportation of dredge material for offloading, placement, access, staging, and construction at Washington Park.

ATTACHMENT:

1. First Amendment to the Agreement Between Manatee County and Manatee County Port Authority Related to the Washington Park Project

2. Certification of Lands – Washington Park

COST AND FUNDING SOURCE: N/A

CONSEQUENCES IF DEFERRED:

Delay in commencement of access, staging, and construction at Washington Park.

LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

1. Move to approve and authorize the Chairman to execute the First Amendment to the Agreement Between Manatee County and Manatee County Port Authority Related to the Washington Park Project.

   
   

2. Move to approve and authorize the Chairman to execute the Certification of Lands related to Washington Park, conditioned upon approval by the Manatee County Board of County Commissioners of the First Amendment to the Agreement Between Manatee County and Manatee County Port Authority Related to the Washington Park Project and Manatee County’s issuance of the temporary construction easement for access, staging, and construction at Washington Park.

   FIRST AMENDMENT TO THE AGREEMENT BETWEEN MANATEE COUNTY AND MANATEE COUNTY PORT AUTHORITY

   RELATED TO THE WASHINGTON PARK PROJECT

   
   

   THIS FIRST AMENDMENT ("First Amendment"), to the Agreement entered into on or about May 19th of 2020, is entered into this    day of       , 20 , (“Effective Date”) by and between Manatee County, a political subdivision of the State of Florida whose mailing address is Post Office Box 1000, Bradenton, Florida 34206 (“County”), and the Manatee County Port Authority, a special purpose unit of government of the State of Florida, whose address is 300 Tampa Bay Way, Suite One, Palmetto, Florida 34221 ("Authority”, and collectively with the County, the “Parties”).

   
   

   RECITALS

   
   

   WHEREAS, on March 31, 1995, the Authority entered into a Project Cooperation Agreement with the Department of the Army (“USACOE”) for the Construction of the Manatee Harbor Navigation Project at Port Manatee; and

   
   

   WHEREAS, on April 18, 2003, the Authority entered into a Project Cooperation Agreement with USACOE for federal participation in the construction of an expanded dredged or excavated material disposal facility for the operation and maintenance of the Manatee Harbor Navigation Project at Port Manatee; and

   
   

   WHEREAS, on July 6, 2004, the Authority entered into a Project Cooperation Agreement USACOE, which provided for the terms and obligations of the parties regarding the continued construction and operation and maintenance of the entrance channel and confined disposal facility for the Manatee Harbor Navigation Project at Port Manatee (hereinafter the March 31, 1995, April 18, 2003, and July 6, 2004 Project Cooperation Agreements are collective the “PCAs”); and

   
   

   WHEREAS, in the PCAs, the Authority agreed to undertake specific obligations, including but not limited to providing the USACOE with all lands, easements, and right-of-ways required for the construction of an expanded dredged or excavated material disposal facility for the operation and maintenance of the Manatee Harbor Navigation Project at Port Manatee (“Harbor Project”);

   
   

   WHEREAS, the Harbor Project consists of general navigations features, including but not limited to the dredged or excavated material disposal facility, generally described as the Confined Disposal Facility for Manatee Harbor (“CDF”); and

   
   

   WHEREAS, the CDF contains significant amounts of dredged or excavated material and both the Authority and USACOE desire to remove some of that material to facilitate the construction of the Harbor Project; and

   WHEREAS, the County owns an 88-acre parcel of land in Palmetto known as Washington Park, as identified in Exhibit A which is attached hereto and incorporate herein; and

   
   

   WHEREAS, the County desires to restore Washington Park in part by placing fill material to re-contour the property and subsequently building a 32.7 acre upland mound with associated infrastructure for future passive recreational development in accordance with SWFWMD Permit 773077/43043638.001 and USACOE Permit SAJ-2019-00578(NW-CMW); and

   
   

   WHEREAS, as part of the Harbor Project, the USACOE agreed to remove dredge spoil from the CDF and place it at Washington Park, in accordance with the Washington Park Preserve Phase II Construction Sequencing Plan (“Washington Park Project”); and

   
   

   WHEREAS, in an effort to provide the USACOE with access to Washington Park for the delivery and placement of the dredge material, the County provided the USACOE a Certification of Lands but USACOE rejected the certification; and

   
   

   WHEREAS, USACOE considers the Washington Park Project to be part of the Harbor Project and therefore requires the Authority to obtain a temporary easement from the County for the Authority and USACOE access to Washington Park and the Authority to provide the related Certification of Lands; and

   
   

   WHEREAS, to comply with the requirements of the USACOE and move forward with the Washington Park Project, and to set forth their respective responsibilities and risks with respect to the Harbor Project and the Washington Park Project, the County and Authority entered into an agreement on May 19, 2020 (“Agreement”); and

   
   

   WHEREAS, the Agreement between the County and Authority regarding the Washington Park Project provided for a 3-year Temporary Construction Easement and the USACOE has now requested an additional 10-year Temporary Construction Easement; and

   
   

   WHEREAS, to comply with the requirements of the USACOE and move forward with the Washington Park Project, the County and Authority desire to enter into an amendment to the Agreement providing for additional 10-year Temporary Construction Easement; and

   
   

   NOW, THEREFORE, the Parties, in consideration of their mutual promises and obligations set forth herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, do hereby agree as follows:

   
   

   1. Recitals. The foregoing recitals are true and correct and are hereby incorporated by reference.

      
      

   2. Amendment. Other than updating the District Two Commissioner from Reggie Bellamy to Amanda Ballard on Exhibit A and attaching a new Temporary Construction Easement for a period of ten years as Exhibit B, only section 2 of the Agreement is amended and it is amended to read as follows:

      In accordance with the request of the USACOE, the County, as the fee simple owner of Washington Park, agrees to provide the Authority with a Temporary Construction Easement for 36 months and extended for an additional 10-years, unless otherwise extended by the County, that is in substantially similar form to Exhibit B (hereinafter “Three Year Easement”). The purpose of the Easement is to allow for the dredge disposal to be transported from the CDF and delivered to and placed at Washington Park as a component of the Harbor Project, and in accordance with the plans and permits for the Washington Park Project. This Easement must provide both the Authority and USACOE the irrevocable right to enter the property for purposes of access, staging and placement of dredge material by the USACOE and allow for all other construction purposes reasonably related to the construction to be undertaken by the USACOE. While the Authority does not intend to access, stage or place dredge material from the CDF to Washington Park, it is obligated under the PCAs to obtain the access for and certify the lands to the USACOE. The USACOE will not accept the grant of direct accesses and land certification from the County. The County will provide this Easement within three business days from the Effective Date of this Agreement. With the execution of the First Amendment, the County, as the fee simple owner of Washington Park, agrees to provide the Authority with an additional Temporary Construction Easement for 10 years, unless otherwise extended by the County, that is in substantially similar form to Exhibit B (hereinafter “Ten Year Easement”, and collectively the Three Year Easement and Ten Year Easement shall be referred to as the “Easement”).

      
      

   3. Conflict. In the event of conflict regarding the provisions set forth in section 2 of the Agreement and the provisions contained in this First Amendment, the provisions set forth in this First Amendment shall prevail. In the event of conflict between any other sections of the Agreement and this First Amendment, the Agreement shall prevail.

      
      

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

      
      

   5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall be deemed one document.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, the Parties have executed this Agreement, on the date set forth

above.

Manatee County, a political subdivision of the State of Florida.

By its Board of County Commissioners

By:                            Kevin Van Ostenbridge, Chairperson

ATTEST:

Angelina M. Colonneso Clerk of the Circuit Court And Comptroller

By:              

Manatee County Port Authority

By:                            George Kruse, Chairperson

ATTEST:

Angelina M. Colonneso Clerk of the Circuit Court And Comptroller

By:              

Exhibit A

Exhibit B

THIS INSTRUMENT PREPARED BY:

Valerie Kennedy, Real Property Specialist Property Acquisition Division

Manatee County Property Management 1112 Manatee Avenue West,

Suite 800 Bradenton, Florida 34205

PROJECT NAME: Manatee Harbor Florida Navigation Project – Washington Park

SPACE ABOVE THIS LINE FOR RECORDING DATA

TEMPORARY CONSTRUCTION EASEMENT

THIS TEMPORARY CONSTRUCTION EASEMENT (hereinafter the Easement) made this

day of      , 2023, between MANATEE COUNTY, a political subdivision of the State of Florida, as owner of the following described property, whose mailing address is Post Office Box 1000, Bradenton, Florida 34206 (hereinafter the “Grantor”), and MANATEE COUNTY PORT AUTHORITY, a political entity of the State of Florida, whose mailing address is 300 Tampa Bay Way, Suite 1, Palmetto, Florida 34221 and to the United States of America, Department of the Army, Corp of Engineers (hereinafter collectively the “Grantees”).

As used herein, the term "Grantor" shall include any and all heirs, legal representatives, successors or assigns of the Grantor, and all subsequent owners of the "Property" (as hereinafter defined) and the term "Grantees" shall include any successors or assignees of Grantees.

WITNESSETH that Grantor, for and in consideration of the sum of ONE DOLLAR ($1.00) and other valuable consideration paid, the receipt whereof is hereby acknowledged, does hereby grant, bargain, sell and transfer an irrevocable nonexclusive tem porary construction easem ent and r ight- of- w ay in, on, over, and across, the real property of the Grantor situated, lying and being in the County of Manatee, State of Florida (hereinafter the Property), identified as PID NO: 2310600008, 2310800004, 2310200007, and 2519600007 (and more particularly described in Exhibit A attached hereto) for a period not to exceed TEN (10) YEARS beginning with the date of the Easement and Amendment are entered into, for use by Grantees, its representatives, agents, and contractors as a work area including the right to deposit fill, spoil and waste material thereon, move store and remove equipment and supplies and erect temporary structures on the land and to perform any other work necessary and incident to the construction of the Manatee Harbor, Florida Navigation Project, together with the right to trim, cut, fell and remove therefrom all trees, underbrush, obstructions, and other vegetation, structures, or obstacles within the limits of the right-of-way; reserving, however, to the landowners, their heirs and assigns, all such rights and privileges as may be used without interfering with or abridging the rights and easement hereby acquired; subject, however to existing easements for public roads and highways, public utilities, railroads and pipelines.

IN WITNESS WHEREOF Grantor has caused these presents to be executed in its name by its Board of County Commissioners acting by the Chair or Vice Chair of said board, the day and year aforesaid.

Grantor

Manatee County, a political subdivision of the State of Florida.

By its Board of County Commissioners

By:                           Chairperson

ATTEST:

Angelina M. Colonneso Clerk of the Circuit Court And Comptroller

By:             

Exhibit "A"

Description and Sketch

(NOT A SURVEY)

DESCRIPTION; That portion of PALMETTO GROVE AND GARDEN CO. recorded in Plat Book 1, Page 317, of the Public Records of Manatee County, Florido being in the Southwest ¼ of Section 1, Township 34 South, Range 17 East, and the Northwest ¾ of Section 12, Township 34 South, Range 17 East, Manatee County, Florido, lying within and bounded by the following co Is:

To the North - the southerly maintained right-of-way line of Mendoza Rood (also known as 39th Street East) as recorded In Road Plat Booi< 6 Page 182 of the Public Records of said County: To the East - the easterly bouncory line of the Southwest ¾ of sa,d Section 1 ond the easterly boundary lir,e of the Northwest ¾ of said Section 12; To the South - the northerly bounoory line and the easterly and westerly projection of LINCOLN MANOR as recorded In Plat Book 7 Page 100 of the Public Records of said Cot..nty, To the West - the easterly railroad right-of-way per Right-of-Way and Tract Map of the Tampa Southern R.R. (now CSX) Sheet No. 9 of V19 Fla.

Less oll roods and alleys l)'ing westerly of Tract 18 and easterly of Tract 50 of sold PA_METTO

GROVE AND GARDEN CO.

NOTES:

1. Thi, CeacrlpUon 011d Skolch do1111 not e11nlfy ur wammty \JU,, ionlng, eoeamonts, or froedom of encumbrances.

2. Subjoct to somonts, dcdicallonv ond ro,trictlona or rocord not :,rolrided to the surveyor and mapper

3. 'lot vclld without the orlglncl slgl'ICltu111 and rolsod seal of o Florido licensed SUN$yar & mappor. This Is not a SUMI)',

4. The p!altad Rlght-01-Way w,thln Iha lands deKrlbe here on ware oca!od por O(fldal Records Book 2805 Paga 865 Public Racordl7 Mongtoo

   County. Florido

   I I

5. Tho Oncriplion on paga l i:1 lm;omple\a with-out·Ih.a.S.ka.t;h on Pogo 2.

..., :_, .J() . Droii9 Palh.

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Drawing Cote: 1/8/102.0

CERTIFICATION OF LANDS

Certificate Number: (if applicable)

Project Name: Manatee Harbor, Florida Navigation Project

Segment:

The Manatee County Port Authority, as Project Sponsor of the Manatee Harbor, Florida Navigation Project ("Project"), authorized by Section 201 of the Water Resource Development Act of 1986, Public Law 99-662, by Section 102Q) of the Water Resource Development Act of 1990, Public Law 101-640, and by section 156 of the Energy and Water Appropriations Act, 2004, Public Law 108-37, under a Project Cooperation Agreement dated March 31, 1995 and as subsequently amended, does herby certify that the below described lands at Washington Park, as depicted on the description and sketch of the temporary construction easement attached hereto as Exhibit A, are dedicated to the Project and shall not be conveyed, transferred, or otherwise altered or encumbered by the Manatee County Port Authority during the Project in a manner that would limit the Department of the Army's irrevocable right to enter the lands as described below, without the express written consent of the Department of the Army acting by and through the Assistant Secretary of the Army for Civil Works or his designated representative.

The Manatee County Port Authority does certify that it has acquired the below described interests in the lands at Washington Park, as depicted on the description and sketch of the temporary construction easement attached hereto as Exhibit A, at the time of execution of this Certificate and that these recited interests will not be impaired by the Manatee County Port Authority during the Project except as written consent is given as provided above. The Manatee County Port Authority also certifies that all persons and businesses that have been displaced by the Manatee County Port Authority's acquisition of the below identified interest in the lands have been relocated in full compliance with Public Law 91-646, as amended and that the other provisions of Public Law 91-646, as amended, have been complied with.

The Manatee County Port Authority does hereby grant to the Department of the Army an Irrevocable right to enter for purposes of construction, inspection and, if necessary, for the purpose of completing, operating, repairing, maintaining, replacing, or rehabilitating the Project upon the Washington Park lands as depicted on the description and sketch of the temporary construction easement attached hereto as Exhibit A and in accordance with the limited interest in the lands that Manatee County Port Authority has acquired for the Project.

The Manatee County Port Authority hereby certifies that it has at least the following minimum interest in the lands depicted on the description and sketch of the temporary construction easement attached hereto as Exhibit A and as identified thereon:

Manatee County Port Authority obtained an irrevocable nonexclusive temporary construction easement and right-of-way in, on, over, and across, the real property of the Manatee County situated, lying and

being in the County of Manatee, State of Florida (hereinafter the Property}, identified as PIO NO: 2310600008, 2310800004, 2310200007, and 2519600007 (and more particularly described in the map attached Exhibit A hereto) for a period not to exceed ten (10) years beginning with the date of possession of the land, for use by Manatee County Port Authority and Department of the Army, its representatives, agents, and contractors as a work area including the right to deposit fill, spoil and waste material thereon, move store and remove equipment and supplies and erect temporary structures on the land and to perform any other work necessary and incident to the construction of the Manatee Harbor, Florida Navigation Project, together with the right to trim, cut, fell and remove therefrom all trees, underbrush, obstructions, and other vegetation, structures, or obstacles within the limits of the right-of-way; reserving, however, to the landowners, their heirs and assigns, all such rights and privileges as may be used without interfering with or abridging the rights and easement hereby acquired; subject, however to existing easements for public roads and highways, public utilities, railroads and pipelines.

Dated: ·

Manatee County Port Authority

By:             _

(Position authorized to sign)

Exhibit A

{26981/001/02468166.DOCXv I } Page 3 of 7

THIS INSTRUMENT PREPARED BY:

Valerie Kennedy, Real Property Specialist Property Acquisition Division

Manatee County Property Management 1112 Manatee Avenue West,

Suite 800 Bradenton, Florida 34205

PROJECT NAME: Manatee Harbor Florida Navigation Project – Washington Park

SPACE ABOVE THIS LINE FOR RECORDING DATA

TEMPORARY CONSTRUCTION EASEMENT

THIS TEMPORARY CONSTRUCTION EASEMENT (hereinafter the Easement) made this

day of      , 2023, between MANATEE COUNTY, a political subdivision of the State of Florida, as owner of the following described property, whose mailing address is Post Office Box 1000, Bradenton, Florida 34206 (hereinafter the “Grantor”), and MANATEE COUNTY PORT AUTHORITY, a political entity of the State of Florida, whose mailing address is 300 Tampa Bay Way, Suite 1, Palmetto, Florida 34221 and to the United States of America, Department of the Army, Corp of Engineers (hereinafter collectively the “Grantees”).

As used herein, the term "Grantor" shall include any and all heirs, legal representatives, successors or assigns of the Grantor, and all subsequent owners of the "Property" (as hereinafter defined) and the term "Grantees" shall include any successors or assignees of Grantees.

WITNESSETH that Grantor, for and in consideration of the sum of ONE DOLLAR ($1.00) and other valuable consideration paid, the receipt whereof is hereby acknowledged, does hereby grant, bargain, sell and transfer an irrevocable nonexclusive tem porary construction easem ent and r ight- of- w ay in, on, over, and across, the real property of the Grantor situated, lying and being in the County of Manatee, State of Florida (hereinafter the Property), identified as PID NO: 2310600008, 2310800004, 2310200007, and 2519600007 (and more particularly described in Exhibit A attached hereto) for a period not to exceed TEN (10) YEARS beginning with the date of the Easement and Amendment are entered into, for use by Grantees, its representatives, agents, and contractors as a work area including the right to deposit fill, spoil and waste material thereon, move store and remove equipment and supplies and erect temporary structures on the land and to perform any other work necessary and incident to the construction of the Manatee Harbor, Florida Navigation Project, together with the right to trim, cut, fell and remove therefrom all trees, underbrush, obstructions, and other vegetation, structures, or obstacles within the limits of the right-of-way; reserving, however, to the landowners, their heirs and assigns, all such rights and privileges as may be used without interfering with or abridging the rights and easement hereby acquired; subject, however to existing easements for public roads and highways, public utilities, railroads and pipelines.

IN WITNESS WHEREOF Grantor has caused these presents to be executed in its name by its Board of County Commissioners acting by the Chair or Vice Chair of said board, the day and year aforesaid.

Grantor

Manatee County, a political subdivision of the State of Florida.

By its Board of County Commissioners

By:                           Chairperson

ATTEST:

Angelina M. Colonneso Clerk of the Circuit Court And Comptroller

By:             

Exhibit "A"

Description and Sketch

(NOT A SURVEY)

DESCRIPTION; That portion of PALMETTO GROVE AND GARDEN CO. recorded in Plat Book 1, Page 317, of the Public Records of Manatee County, Florido being in the Southwest ¼ of Section 1, Township 34 South, Range 17 East, and the Northwest ¾ of Section 12, Township 34 South, Range 17 East, Manatee County, Florido, lying within and bounded by the following co Is:

To the North - the southerly maintained right-of-way line of Mendoza Rood (also known as 39th Street East) as recorded In Road Plat Booi< 6 Page 182 of the Public Records of said County: To the East - the easterly bouncory line of the Southwest ¾ of sa,d Section 1 ond the easterly boundary lir,e of the Northwest ¾ of said Section 12; To the South - the northerly bounoory line and the easterly and westerly projection of LINCOLN MANOR as recorded In Plat Book 7 Page 100 of the Public Records of said Cot..nty, To the West - the easterly railroad right-of-way per Right-of-Way and Tract Map of the Tampa Southern R.R. (now CSX) Sheet No. 9 of V19 Fla.

Less oll roods and alleys l)'ing westerly of Tract 18 and easterly of Tract 50 of sold PA_METTO

GROVE AND GARDEN CO.

NOTES:

1. Thi, CeacrlpUon 011d Skolch do1111 not e11nlfy ur wammty \JU,, ionlng, eoeamonts, or froedom of encumbrances.

2. Subjoct to somonts, dcdicallonv ond ro,trictlona or rocord not :,rolrided to the surveyor and mapper

3. 'lot vclld without the orlglncl slgl'ICltu111 and rolsod seal of o Florido licensed SUN$yar & mappor. This Is not a SUMI)',

4. The p!altad Rlght-01-Way w,thln Iha lands deKrlbe here on ware oca!od por O(fldal Records Book 2805 Paga 865 Public Racordl7 Mongtoo

   County. Florido

   I I

5. Tho Oncriplion on paga l i:1 lm;omple\a with-out·Ih.a.S.ka.t;h on Pogo 2.

..., :_, .J() . Droii9 Palh.

1 '

. ·,

<:;\ Y,. • • ..,•. j,. • • , / S: \SURYE'Y\2019

· ·- \,r0.,1>, \20190104_

\Vuahlnglon Park

DescrlpUon end Skettll ••

SI-eat: 1 or 2

• • ..,. •

Cato

SecUon, 1 de 12;

O i' \; '.· ""<·• an11• 17 Eotl

.:··••.·•• •,·,:·l·"l:"'H"~•w ·•!.."TitM p•r, 6047 T°"ruthlpJ◄South.

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Drawing Cote: 1/8/102.0

April 25, 2023

CONSENT

AGENDA ITEM 1.G.: INTERLOCAL AGREEMENT WITH THE CITY OF SAINT

PETERSBURG

BACKGROUND:

The City of Saint Petersburg, Florida (“City”) owns the North Shore Seagrass Mitigation Area (“Area”), and the City is seeking to place fill material in a 32-acre (more or less) dredge hole located within a portion of the Area (“Dredge Hole”) and intends to operate the Area as a seagrass mitigation bank called the North Shore Seagrass Mitigation Bank (“Bank”). The Authority is undertaking a Berth 4 Extension project which will extend the vessel docking facility 600 feet northward, deepening adjacent waterways and is anticipated to generate a sufficient quantity of material to fill the City’s Dredge Hole in one event. The Parties desire to collaborate on a project where the Authority deposits its material generated from the Berth 4 Extension project into the Dredge Hole and, in return, the Authority may receive up to six (6) seagrass mitigation credits from the City. To memorialize the terms and conditions under which they desire to proceed in pursuing the Project, the Parties executed a Memorandum of Understanding on July 15, 2022, and agreed to endeavor in good faith to work toward executing a mutually agreeable and binding contract for the Project. The Parties desire to enter into an Interlocal Agreement, to further clarify responsibilities of each Party related to the Project.

ATTACHMENT:

Interlocal Agreement between City of Saint Petersburg, Florida, and Manatee County Port Authority and Regarding Collaboration on Dredge Material Placement and Seagrass Mitigation Efforts

COST AND FUNDING SOURCE: None.

CONSEQUENCES IF DEFERRED:

Delay in execution of Interlocal Agreement would result in a delay of collaboration between parties, resulting in construction delays of the Berth 4 Extension project, and may result in a reversion of state grant funding.

LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

Move to approve and authorize the Chairman to execute an Interlocal Agreement between City of Saint Petersburg, Florida, and Manatee County Port Authority and Regarding Collaboration on Dredge Material Placement and Seagrass Mitigation Efforts.

INTERLOCAL AGREEMENT

BETWEEN CITY OF SAINT PETERSBURG, FLORIDA, AND MANATEE COUNTY PORT AUTHORITY REGARDING COLLABORATION ON DREDGED MATERIAL PLACEMENT AND SEAGRASS MITIGATION EFFORTS

This Interlocal Agreement (“Agreement”), is made and entered into as of the     of

          , 2023, by and between Manatee County Port Authority (the “Authority”), a dependent special district, having an address at SeaPort Manatee, 300 Tampa Bay Way, Suite One, Palmetto, Florida 34221-6608, and the City of St. Petersburg, Florida (“City”), a municipal corporation of the State of Florida with its principal place of business located at 175 5th Street North, St. Petersburg, Florida 33701, collectively referred to as the “Parties” and individually as a “Party.”

WITNESSETH:

WHEREAS, the City is an active member of the Tampa Bay Estuary Program, working to restore and enhance Tampa Bay seagrass habitat since 1995; and

WHEREAS, the City owns in fee simple the North Shore Seagrass Mitigation Area which is generally depicted in Exhibit A (“Area”), and the City is seeking to fill with material a 32-acres (more or less) dredge hole located within a portion of the Area (“Dredge Hole”), and intends to operate the Area as a seagrass mitigation bank called the North Shore Seagrass Mitigation Bank (“Bank”); and

WHEREAS, the City has been designing restoration plans for the Bank since 2015, with initial designs assuming filling would occur in multiple fill-event phases; and

WHEREAS, the Authority currently owns and operates public seaport facilities in the northwestern portion of Manatee County, Florida, known as “SeaPort Manatee”, a catalyst of economic growth which creates $5.1 billion in annual positive economic impact for the United States economy and more than 37,287 direct and indirect jobs; and

WHEREAS, the Authority is undertaking a Berth 4 Extension project which will extend the vessel docking facility 600 feet northward, deepening adjacent waterways and is anticipated to generate a sufficient quantity of material to fill the Dredge Hole in one filling-event; and

WHEREAS, the City recognizes that one filling-event is less disruptive and presents less risk than multiple filling-event phases, one mobilization and demobilization construction activation is likely to reduce construction cost when compared to multiple activations, and one filling event will allow the City to expedite restoration and to realize environmental and financial benefits in the short-term when compared to an uncertain duration of time under a phased multiple filling-event approach; and

WHEREAS, the Parties desire to collaborate on a project where the Authority deposits its material generated from the Berth 4 Extension project into the Dredge Hole and, in return, the

Authority may receive up to six (6) seagrass mitigation credits from the City (the “Project”, which is more particularly described below in the Section entitled ‘Project’); and

WHEREAS, the City recognizes that state and federal requirements prohibit the Project from physically starting until the Authority receives and documents a proportionate amount of seagrass mitigation credits needed to offset unavoidable impacts generated by the removal of material; and

WHEREAS, to memorialize the terms and conditions under which they desired to proceed in pursuing the Project, the Parties executed a Memorandum of Understanding (MOU) on July 15, 2022, and agreed to endeavor in good faith to work towards executing a mutually agreeable and binding contract for the Project; and

WHEREAS, the Parties desire to enter into this Agreement, to further clarify responsibilities of each Party related to the Project.

NOW, THEREFORE, for and in consideration of the foregoing recitals, the promises, covenants and conditions contained herein, the receipt and adequacy of which are hereby acknowledges, and mutual, the Parties agree as follows:

1. Recitals. The above recitals are true and correct and are incorporated herein by reference.

   
   

2. Purpose of the Agreement. The Parties are entering into this Agreement to establish contractually binding terms and conditions under which they desire to proceed in pursuing the Project.

   
   

3. Project. The Authority is designing and permitting its Berth 4 Extension project. The project involves waterway deepening and filling activities in Tampa Bay with unavoidable seagrass impacts requiring mitigation. Uniform Mitigation Assessment Method (UMAM) seagrass mitigation credits will be needed by the Authority to offset the minimized impact of the Berth 4 Extension project. The Authority estimates the quantity of material generated from the Berth 4 Extension project will be approximately 498,400 cubic yards (CY) of dredged material, consisting of surficial sands, generally considered suitable for seagrass mitigation area cap material, and underlying material generally considered suitable for foundation fill material.

   
   

   The City has a Dredge Hole in the Area, which it desires to fill to an elevation suitable for the planting and establishment of seagrass. The City anticipates that it will need approximately 470,000 CY of material to fill the Dredge Hole in the Area. By filling the Dredge Hole to an elevation suitable for seagrass propagation, the City expects to generate marketable seagrass mitigation credits and operate the Bank. It is the intent of the Parties that the Authority receives mitigation credits described in this Agreement.

   
   

   While the City has estimated the need of 470,000 CY, actual quantities will vary based on site conditions and final delineation of construction boundaries, and is the responsibility of the Authority to complete the scope outlined in this Agreement. The successful completion

   of this Project and successful operation of the Bank may allow for the additional seagrass mitigation credits described in paragraph 7.e.ii. of this Agreement to be released to the City and as such provided to the Authority.

   
   

4. Project scope. The Project scope includes the following major activities, listed in chronological order in which Project activities are likely to occur:

   
   

   1. The City, following approval of the Mitigation Banking Instrument (“MBI”) by the U.S. Army Corps of Engineers (“USACE”), shall assign three (3) UMAM seagrass mitigation credits to the Authority within three (3) weeks of their issuance, which will allow the Authority to solicit construction contract bids.

      
      

   2. The City shall perform an updated field survey of seagrasses and marine resources in the vicinity of the placement site to delineate the construction boundaries of the Dredge Hole. The survey and resultant delineation shall be performed under the supervision of a Professional Surveyor and Mapper (“Surveyor”) licensed in Florida. The City will provide an electronic copy of the Surveyor’s drawing and coordinate description to the Authority before July 31, 2023. The Authority will be responsible for conducting fill operations within the updated construction boundary.

      
      

   3. Upon award of the Authority’s construction contract and issuance of the Notice-to- Proceed, the Authority’s contractor shall commence Project mobilization and site preparation, including the installation of turbidity curtains around the entire Dredge Hole, in accordance with the updated construction boundary provided by the Surveyor.

      
      

   4. The Authority shall provide for the transport and placement of the dredged material generated from the Berth 4 Extension project within the Dredge Hole. See Exhibit A.1.

      
      

   5. The Authority shall transport the material dredged from the Berth 4 Extension project area to the Dredge Hole by barge, utilizing approximately 12 miles of existing navigation channels. See Exhibit A.2.

      
      

   6. The Authority shall provide for the temporary storage of surficial sands inside the Dredge Hole turbidity curtain envelope.

      
      

   7. The Authority intends to construct submerged cross-dike(s) within the Dredge Hole to create interior containment cell(s), and construction of a terminal dike (i.e., final cross- dike) with the toe of terminal dike extending towards the southern edge of construction limits. See Exhibit A.3.

      
      

   8. The Authority will provide mechanical placement of foundation fill material in each cell. See Exhibits A.4 and A.5.

      
      

   9. The Authority will provide for transport of surficial sands from the temporary storage area and mechanical or hydraulic placement of a sand cap (i.e., surficial sands) in each cell. See Exhibit A.5.

   10. Once contracted surface elevations have been achieved in each cell, the Authority will verify the work and request concurrence by the City. The City will formally acknowledge completion and acceptance of each cell (“Acceptance Sections”), and shall relieve the Authority of any further obligations, requirements, and responsibilities for that cell.

       
       

   11. The exterior turbidity curtain will not be removed until a given cell or series of cells has been accepted. Prior to or after completion of individual cells, the Authority will install an interior turbidity curtain to isolate the completed cell. The interior turbidity curtain will separate completed Acceptance Sections from active fill placement areas.

       
       

   12. The Project will be substantially complete when all Acceptance Sections are completed in accordance with the contract plans and specification requirements, and the Authority has verified placement by hydrographic surveys in accordance with specification requirements. The City will issue concurrence of substantial completion upon notification by the Authority that the construction contract has been accepted as satisfactorily complete. See Exhibit A.6.

       
       

   13. The final completion of the Project will occur once the Authority (i) removes remaining turbidity controls, (ii) demobilization of construction contractor and related equipment are removed from the Area, (iii) As-Built cross sections (signed and seal) are provided to the City.

       
       

5. Representations. It is further understood by the Parties:

   
   

   1. The Authority has received a Florida Department of Environmental Protection (“FDEP”) Environmental Resource Permit (“ERP”) and related variance. The ERP provides for the placement of material in the Dredge Hole in one event.

      
      

   2. The Authority applied on February 3, 2021, to the USACE for a federal Individual Permit (“IP”) which is in the review process. The application provides for the placement of material in the Dredge Hole in one event.

      
      

   3. The Authority is anticipating federal permit approval during the 2nd quarter of 2023.

      
      

   4. To determine any construction related impacts to seagrass in areas adjacent to the Berth 4 Extension project, a waterside seagrass survey needs to be conducted prior to construction. The pre-construction seagrass survey needs to be completed during the seagrass growing season, which runs from June 1st to August 31st each year. The survey must be conducted within 1 year of construction initiation. The Authority’s previous survey has expired, and the Authority intends to complete a new survey and submit results to FDEP on or before July 26, 2023, and commence installation of temporary turbidity controls around the Berth 4 Extension project area on or after August 28, 2023.

   5. The Authority’s Berth 4 Extension project is subject to additional grant funding awards. In order to make the Project a success and in lieu of receiving additional grant funding, the Authority intends to complete the Berth 4 Extension project in two phases. The first phase will complete Project related activities, including waterway deepening, material generation, material transportation, and material placement activities. The second phase will extend the structural vessel docking facility 600 feet northward, which does not involve the Project. Part of the grant funding for the first phase of the Berth 4 Extension project has a five-year performance period with an ending date of May 31, 2024.

      
      

   6. The volume of material available from the Authority’s Berth 4 Extension project is an engineer’s estimate. The physical placement location of the Dredge Hole terminal dike (i.e., final cross-dike) is dependent on volume and characteristics of available dredged fill material.

      
      

   7. The City has obtained an ERP from the Southwest Florida Water Management District for the Bank.

      
      

   8. The City has applied to USACE for a federal MBI for the Bank, which is in the review process.

      
      

   9. No additional, non-permit related, sediment testing, or analysis will be required by either Party after the Effective Date.

      
      

6. Authority Responsibilities. By entering into this Agreement with the City, the Authority agrees:

   
   

   1. The Authority will work with the City to ensure that the Authority’s and City’s permit conditions are compatible.

      
      

   2. The Authority will complete the contracting and permitting of the Project without delay.

      
      

   3. The Authority will be responsible for sediment testing required by permits. The Authority is responsible for analysis of and the final placement of material, as required by permits for the Bank, and will share the data with the City.

      
      

   4. The Authority, at its expense, will dredge and place the material in its final position in the Dredge Hole in accordance with its permits and the City's permits. The Authority will provide the City with an electronic copy of technical specifications for the Project. The technical specifications will include material placement specifications. The City will approve placement specifications in writing prior to Authority's construction bidding. Approved placement specifications will be included in the Authority's construction contract.

   5. The Authority will be responsible for implementing all construction Best Management Practices (BMPs) required by its permits for the filling of the Dredge Hole in the Area, including, turbidity controls, material placement BMPs to minimize displacement of existing Dredge Hole bottom sediments, higher quality sediment capping requirements, and limiting impacts to adjacent seagrass communities from construction related equipment and other construction activities.

      
      

   6. The Authority will work with the City to develop and implement a parallel and complementary public relations campaign. For questions about Project components physically located within of the Authority’s jurisdictional boundaries including any submerged lands, public inquires will be directed to:

      
      

      Virginia Zimmermann

      Director of Communications & Public Relations Phone: (941) 721-2323

      Email: vzimmermann@seaportmanatee.com

      
      

7. City Responsibilities. By entering into this Agreement with the Authority, the City agrees:

   
   

   1. If necessary, the City will modify its state ERP and fashion its federal MBI application for the Bank to provide for Authority placement of approximately 470,000 CY of material from its Berth 4 Extension project in the Dredge Hole in one event, accommodating the Authority’s schedule as closely as possible.

      
      

   2. The City will draft or revise its permits to provide for the availability of seagrass mitigation credits in stages as early as possible, with as much as possible available in advance of deposition of material in the Dredge Hole and acknowledges that the Authority has no responsibility for planting or success, as defined by the permits of the Bank.

      
      

   3. The City will work with the Authority to ensure that the City’s and the Authority’s permit conditions are compatible, including the relative timing of seagrass mitigation credits availability and dredging and deposition of material.

      
      

   4. The City will work toward completion of the design and permitting of the Project without delay. Time is of the essence.

      
      

   5. As compensation for the material placement in the Dredge Hole, the City will provide to the Authority a total of up to six (6), state and federal, UMAM seagrass mitigation credits if such credits become available. To commence the Project and recognize the Authority’s contributions to the success of the Project in the form of transportation cost, construction cost and associated risk assumed by the Authority, the Parties will follow the below schedule for the assignment of UMAM seagrass mitigation credits:

      1. To the extent such UMAM seagrass mitigation credits become available, the City will assign three (3) UMAM seagrass mitigation credits to the Authority prior to the Authority’s award of the Berth 4 construction contract, in accordance with paragraph 4.a. of this Agreement. If the three (3) UMAM seagrass mitigation credits are not available based on the USACE MBI approval for the Bank, by August 31, 2023, either Party may terminate this Agreement by providing notice to the other Party.

         
         

      2. To the extent such UMAM seagrass mitigation credits become available, the City will assign up to three (3) additional (cumulative total of six (6) state and federal UMAM credits) UMAM seagrass mitigation credits to the Authority once the Project has been completed, the planting of seagrass has occurred in the Area, and the Bank is deemed successful by the permitting agencies. The City makes no guarantees that such credits will become available. More particularly, the City intends that the cumulative fifth, seventh, and ninth UMAM seagrass mitigation credits, which are planned to be generated after the Bank is deemed successful by the permitting agencies shall be assigned to the Authority. Table 1 shows the intended assignment of credits as credits are released in accordance with an approved federal MBI.

         
         

         Table 1. Intended Assignment of Any Released Credits

         
         

         Cumulative Release of Credits	Assignment	Phase
         1	From City to Authority	Upon Approval of MBI and Release of Credits
         2	From City to Authority
         3	From City to Authority
         4	For City Use	Upon Release of Credits
         5	From City to Authority
         6	For City Use
         7	From City to Authority
         8	For City Use
         9	From City to Authority

         
         

   6. The City will review and approve the dredged material placement specifications prior to Authority’s bidding the Berth 4 construction contract. The City shall hire a licensed Professional Surveyor and Mapper to field delineate and describe the construction boundaries of the Dredge Hole. The City shall observe and comment on the placement of material, acknowledge proper material placement in stages (i.e., the Authority’s contractor constructs an underwater cross-dike across the north end of the 32 acre Dredge Hole to create a cellular fill area (Acceptance Section), the Authority’s contractor fills-in a cell with material, the Authority obtains acknowledgement of completion and acceptance from the City for each constructed cell, City relieves Authority of any further obligations, requirements, and responsibilities of Acceptance Sections, the Authority’s contractor proceeds southward to construct the next cell) prior

      to subsequent stages of deposition, and the City shall own and be responsible for the material once Acceptance Sections are complete and substantial completion is attained, as set forth in paragraphs 4.j. and 4.l. of this Agreement.

      
      

   7. The City, at its expense, will be responsible for any necessary planting and achieving seagrass mitigation success as defined by the City’s permits associated with the Bank.

      
      

   8. The City will work with the Authority’s contractor to ensure safety, including keeping the public away from construction activities occurring in or near the Area including the Dredge Hole.

      
      

   9. The City will work with the Authority to develop and implement a paralleled and complementary public relations campaign. For questions about Project components physically located within the City’s jurisdictional boundaries including any submerged lands, public inquires will be directed to:

      
      

      Erica Riggins

      Public Information Officer Phone: (727) 892-5896

      Email: erica.riggins@stpete.org

      
      

8. Financial Obligation. Neither Party shall owe any monetary payment to the other Party due to activities undertaken under this Agreement.

   
   

9. Non-appropriation. The obligations and responsibilities of the City as to any funding required pursuant to this Agreement shall be limited to an obligation in any given year to budget, appropriate and pay from legally available funds, after monies for essential City services have been budgeted and appropriated, sufficient monies for the funding that is required during that year. Notwithstanding the foregoing, the City shall not be prohibited from pledging any legally available non-ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge shall be prior and superior to any obligation of the City pursuant to this Agreement.

   
   

10. Responsibility. The City and the Authority shall be responsible for their respective employees’ acts of negligence when such employees are within the scope of their employment and shall only be liable for any damages resulting from said negligence to the extent permitted by Section 768.28, Florida Statutes. Nothing herein is intended to serve as a waiver of sovereign immunity by either the City or the Authority. Nothing herein shall be construed as consent by the City or the Authority to be sued by third parties in any matter arising out of this Agreement.

    
    

11. Term. The City will be responsible for filing this Agreement with the Clerk of Circuit Court of Pinellas County, Florida after the Agreement has been fully executed by the Parties and this Agreement shall be effective upon the date of filing (“Effective Date”). The term of this Agreement shall commence on the Effective Date and shall terminate upon final

    completion of the Project and the City’s assignment of six (6) UMAM seagrass mitigation credits to the Authority, unless earlier terminated as provided for herein.

    
    

12. Termination. Either Party may terminate this Agreement upon written notice to the defaulting party in the event either party defaults on any of the terms or conditions of this Agreement and such failure continues for a period of thirty (30) days following notice from the non-defaulting party specifying the default.

    
    

13. Project Representatives and Notice. In order to assure proper coordination and review throughout the term of this Agreement, the City and the Authority each designate Project Representatives as follows:

    
    

    City:

    
    

    Jesse I. Wood Civil Engineer II

    City of St. Petersburg

    P.O. Box 2842

    St. Petersburg, FL 33731 Email: jesse.wood@stpete.org Phone: (727) 892-5795

    
    

    Authority:

    
    

    Dan Fitz-Patrick

    Director of Planning & Project Development Manatee County Port Authority

    300 Tampa Bay Way, Suite One Palmetto, Florida 34221

    Email: dfitzpatrick@seaportmanatee.com Phone: (941) 720-4714

    
    

    Either Party may designate a replacement Project Representative, which shall become effective immediately upon receipt of notice of such replacement designation by the other party. All communications between the Party Representatives expressly required under this Agreement must be in writing and delivered by personal delivery, electronic mail, read receipt request, or USPS certified mail, return receipt requested.

    
    

    Unless and to the extent otherwise provided in this Agreement (e.g., communications between Party Representatives), all notices, demands, requests for approvals and other communications which are required to be given by one Party to another must be in writing and will be deemed given and delivered on the date delivered in person, upon the expiration of five (5) days following the date mailed by registered or certified mail, postage prepaid, return receipt requested, to the address provided below, or upon the date delivered by overnight courier (signature required) to the address provided below.

    If to Authority: If to the City:

    
    

    Executive Director Mayor

    Manatee County Port Authority City of St. Petersburg, FL 300 Tampa Bay Way, Suite One P.O. Box 2842

    Palmetto, Florida 34221 St. Petersburg, FL 33731

    
    

    With required copy to: With required copy to:

    
    

    Jennifer Cowan, Port Counsel Michael Dema, Managing Assistant City Bryant Miller Olive P.A. Attorney

    201 Franklin Street, Suite 2700 P.O. Box 2842

    Tampa, FL 33602 St. Petersburg, FL 33701

    
    

14. Requirements to be included in Construction Contract(s).

    
    

    The Authority shall require that all construction contracts with contractor(s) hired to undertake any part of the Project include the following conditions:

    
    

    1. Indemnify, hold harmless, pay on behalf of, and defend the City, its officers, employees, contractors, and agents, and Authority, its officers, employees, contractors, and agents, from and against all claims, damages, losses, and expenses, including, but not limited to, attorney’s fees, arising out of or in connection with the Project;

       
       

    2. provide a dual obligee payment and performance bond in accordance with and pursuant to the requirements of Florida Statutes Section 255.05 in the full amount of the Project cost, naming the City and Authority as obligees;

       
       

    3. provide the City with the same insurance coverage as the Authority, naming the City and Authority as additional insured entities and certificate holders.

       
       

15. Force Majeure. Neither Party will be liable for its non-performance or delayed performance under this Agreement if caused by force majeure but only for a period of time equivalent to the non-performance or delay caused by force majeure. Force majeure is defined as a fire, flood, act of God, war, terrorism, riot, national emergency, sabotage, civil disturbance, strike, labor dispute, governmental act, law, ordinance, rule or regulation, or event which are not the fault or are beyond the control of the Party. Force Majeure does not include delay do to COVID-19, as it is ongoing at the time of this Agreement.

    
    

16. Modifications of Agreement. Any alterations, variations, changes, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing, duly signed by each of the Parties hereto, and attached to the original of this Agreement. Notwithstanding the foregoing, the Parties may by mutual written agreement change dates set forth in this Agreement in order to achieve successful completion of the Project.

17. City Consent and Action. For purposes of this Agreement, (i) any required written permission, consent, acceptance, approval, or agreement (“Approval”) by the City means the Approval of the Mayor or his authorized designee, unless otherwise set forth in this Agreement or unless otherwise required to be exercised by City Council pursuant to the City Charter or applicable laws; and (ii) any right of the City to take any action permitted, allowed, or required by this Agreement may be exercised by the Mayor or his authorized designee, unless otherwise set forth in this Mayor or unless otherwise required to be exercised by City Council pursuant to the City Charter or applicable laws.

    
    

18. Assignment and Successors and Assigns. The Parties shall not assign their rights or obligations hereunder except with the prior written consent of the other Party. This Agreement may not be assigned by either party without the prior written consent of the other party. The Parties each bind itself, its successors, assigns, and legal representatives to the other party hereto and to the successors, assigns, and legal representatives of such other party in respect to all covenants and obligations contained herein.

    
    

19. Compliance with Applicable Laws. Both Parties shall comply with all applicable federal, state, and local laws, ordinances, rules and regulations, the federal and state constitutions, and orders and decrees of any lawful authorities having jurisdiction over the matter at issue, including but not limited to Chapter 119, Florida Statutes.

    
    

20. Authority. This Agreement does not create any authority on the Parties to bind the other Party by any act, promise or representation, unless specially authorized in advance by such Party in writing. This Agreement does not create a partnership or joint venture and neither Party shall be deemed a partner or a joint venture of the other. The Authority acknowledges that is an independent party and not an agent of City.

    
    

21. No Third-Party Beneficiaries. This Agreement is not intended to create any rights for anyone other than the Parties to this Agreement.

    
    

22. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signed signature pages may be transmitted via facsimile or other digital imaging method, and any such signature shall have the same legal effect as an original.

    
    

23. Entire Agreement. This Agreement, including Exhibits hereto, embodies the whole agreement between the Parties. There are no promises, terms, conditions or allegations other than those contained herein, and this Agreement shall supersede all previous communications, representations and/or agreements, whether written or verbal, between the Parties hereto.

    
    

24. Severability. Should any section or portion of any section of this Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such determination will not render void, invalid or unenforceable any other section or any part of any other section of this Agreement.

25. Governing Law. This Agreement is governed by the laws of the State of Florida and shall become effective on the Effective Date.

IN WITNESS HEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first written above.

MANATEE COUNTY PORT AUTHORITY

BY:                 

Chair

ATTEST: ANGELINA "ANGEL" COLONESSO

Clerk of the Circuit Court

BY:             

CITY OF ST. PETERSBURG, FLORIDA ATTEST:

By:                 

CITY CLERK

As Its:               

{seal}

     day of             , 2023

Approved as to form and content:

City Attorney (designee)

Exhibit A.1.

Example picture showing material generation using a clamshell dredge.

Exhibit A.2.

Maps showing route of barge (or “scow”) transportation of material from the Berth 4 Extension project area to the Dredge Hole, using 12 miles of existing navigation channels.

Exhibit A.3.

Typical cross-section of a containment cross-dike and terminal dike.

Exhibit A.4.

Example picture showing mechanical placement of material.

Exhibit A.5.

Typical fill cross-section with underlying material and sand cap (i.e., surficial sands).

Exhibit A.6.

Construction sequencing of cells.

Cell 1

Cell 2

Cell 3

Cell 4

Final Cell (e.g., Cell 5)

After completion of Final Cell