Virtual Special Council Meeting May 5, 2020

MINUTES VIRTUAL SPECIAL COTINCIL MEETING TUESDAY, MAY 5,2020 (CONTINUATION OF APRIL 28,2020) 6:00 P.M. 1. CALL TO ORDER/ROLL CALL OF MEMBERS: The Mayor called the meeting to order at 6:00 p.m. Present were Councilmembers Luis Lauredo, Edward London, Allison McCormick, Katie Petros, Ignacio J. Segurola, Vice Mayor Brett Moss and Mayor Michael W. Davey. Also present were Village Manager Andrea Agha, Interim Village Clerk Peter J. Kulpa and Village Attorney Chad Friedman. 2. PLEDGE OF ALLEGIANCE: Mayor Davey led the Pledge of Allegiance 3. BRIEF COMMENTS BY COUNCIL: Mayor Davey addressed the Council regarding the parks being open for the past week and commended the residents on abiding by the COVID- 19 restrictions. The Mayor also addressed the Council on the 2020 census and how the residents need to improve their efforts in being more responsive to the effort. Councilmember Petros addressed the Council regarding the wearing of masks by the residents in the Village. Councilmember Lauredo addressed the Council regarding the satisfactory performance of the Interim Village Clerk and the need to move ahead with the selection process of the new Village Clerk. Councilmember Lauredo also addressed the Council regarding the disappointment he felt toward T-Mobile and Verizon Wireless with the lack of flexibility in regard to their cell towers and stated that the virtual public comments should be preceded with a request to disclose the speakers' affiliation and whether or not the speaker is a lobbyist. PUBLIC COMMENTS: Melissa White, 370 Heather Lane addressed the Council. RESOLUTIONS: The Clerk read the following resolution by title. A RESOLUTTON OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNEO FLORIDA, ACCEPTING A GRANT FROM THE FLORIDA DEPARTMENT OF TRANSPORTATION FOR THE CRANDON BOULEVARD PEDESTRIAN AND BICYCLE SAFETY PROJECT AND APPROVING AN AGREEMENT RELATED TO THE SAME; PROVIDING FOR AUTHORIZATION; AND PROVIDING FOR AN EFFECTIVE DATE. 4 5 Page I of4

May 5. 2020 Mayor Davey made a motion to approve the resolution. The motion was seconded by Councilmember London. The Manager addressed the Council recommending approval of the resolution. Councilmember Segurola made an inquiry on the total cost of the project to the Village. Building Zoning and Planning Director Jake Ozyman addressed the Council on the cost of the project being roughly $200,000 that was previously budgeted for and that this cost is for the full install of the green bike lanes going down Crandon Boulevard. Councilmember Lauredo addressed the Council with the concern of spending taxpayer money to accommodate participants of a sport that mainly are not Village residents. and on how allowing further penetration of outside pelotons into our island, particularly into our single-family residential areas, will fundamentally change the character of our island. Increased traffic, police enforcement burden, and potential exposure to residential crime is not in the interest of Key Biscayners. Building, Zoning and Planning Director Ozyman addressed the Council regarding the cost of the different components of the project. Mayor Davey addressed the Council on the potential safety improvements that would stem from the green bike lanes. The motion to approve the resolution was approved by a6-I roll call vote. The vote was as follows: Councilmembers London, McCormick, Petros, Segurola, Vice Mayor Moss and Mayor Davey voting Yes. Councilmember Lauredo voting No. 6. REPORTS AND RECOMMENDATIONS: The following items were discussed. Mayor and Councilmembers. Councilmember London addressed the Council regarding a proposed amendment to the Charter, recommending that the Chief Financial Officer should be a Charter employee. Councilmember Petros addressed the Council regarding the need to schedule and complete the Charter employee evaluations, specifically the Attomey's and the Manager's. Councilmember Petros also addressed the Council regarding the missing minutes that still need to be completed. Vice Mayor Moss made a motion to have all the missing meeting minutes completed by the Interim Clerk in twelve weeks without overtime pay. The motion was seconded by Councilmember McCormick and was approved by a 7-0 roll call vote. The vote was as follows: Councilmembers McCormick, Lauredo, London, Petros, Segurola, Vice Mayor Moss, and Mayor Davey voting Yes. Mayor Davey addressed the Council on the need to postpone the Fourth of July events and fireworks. There was extensive discussion from Council. Councilmember Petros made a motion to postpone the Fourth of July events and fireworks requesting for a contract through 2022 without penalties and under the same terms and conditions. The motion was seconded by Councilmember Lauredo andwas approved by a7-0 roll call vote. The vote was as follows: Councilmembers McCormick, Lauredo, London, Petros, Segurola, Vice Mayor Moss, Mayor Davey voting Yes. Page 2 of4

May 5, 2020 Councilmember Segurola addressed the Council on a possible Village Business Support Fund and task force. Executive Director of the Chamber of Commerce, Tatyana Chiocchetti gave a brief presentation showing a survey on the effects of the COVID-19 on local businesses and on possible assistance the Village could provide. There was extensive disscussion from Council on the best course of action for the Village to take. Councilmember McCormick made a motion to direct the Manager to look into what money is available at the County and Federal levels and what money and resources are available from the Village to lend to local businesses. The motion was seconded by Councilmember Lauredo and was approved by a 7-0 roll call vote. The vote was as follows: Councilmembers McCormick, Lauredo, London, Petros, Segurola, vicemayor Moss and Mayor Davey voting yes. Councilmember Segurola addressed the Council regarding the Village's quarantine exit plan and timetable avoiding the Council's meeting schedule from preventing or delaying the systematic opening of Village amenities and businesses. The Manager addressed the Council on how she will continue issuing emergency orders keeping pace with Miami-Dade County on opening facilities and lightening restrictions. There was extensive discussion from Council on the topicincluding the ban of towing and booting of vehicles on private property as per County restiction due to COVID-19. Mayor Davey addressed the Council regarding communications and the electronic entrance sign. The Mayor gave a brief history of the sign and why it should stay under control of the Clerk's Office allowing for resonable usage of the sign by the Manager's Office. Also the Mayor referred to an email sent from the communications division on restricting staff contact with elected Officials and even though that is has been retracted we need clear and direct communication between Village staff and the Council when needed. Vice Mayor Moss addressed the Council regarding the regulation of construction in multifamily buildings within the Village. The Vice Mayor noted that every multifamily building has uniqul circumstances when it comes to unit renovations and construction and that there should be some form of system in place to allow work to proceed where it is deemed safe for the workers and the residents of the building. Councilmember London made a motion for there to be a hardship exemption granted for construction in multifamily buildings that is to be submitted by the building association orbuilding manager. This exemption will be at the discretion of the Village Managers office and will require the standard inspectons from the Building, Zoning and Planning Department. The motion was seconded by Mayor Davey and approved by a 6-0 roll call vote. The vote was as follows: Councilmembers McCormick, London, Petros, Segurola, Vice Mayor Moss and Mayor Davey voting Yes. Councilmember Lauredo was not available at the time the vote was taken. Councilmember Petros addressed the Council on the next steps to be taken in the search and hiring of the next Village Clerk. It was decided that the list of nine should be narrowed down to five at the next Council Meeting on May 19,2020. The five finalists would undergo more extensive interviews to have the final selection made atthe June 9, 2020 Council Meeting. The Manager reported to the Council and the public of a gas leak in the Grand Bay subdivision that was responded to by Miami Dade Hazmat and Key Biscayne Fire Rescue, with the last report stating the situation was under control with no injuries were reported. Page 3 of4

May 5, 202a Councilmember London addressed Council regarding possible financial advisors that would assist the Village for free. Council directed the Village Attomey to look into the legality of this opporhrnity. The Village Manager will look into the licencing needs and the possibility of hiring a firm to do the more tedious tasks that may present themselves. Village Manager. The Village Manager addressed the Council regarding possible funding opportunities The Manager spoke on the timeline to bring bond measures and a debt-cap amendment to the Charter to be placed on the ballot in the August Primary Election or the November General Election. There was extensive discussion from Council on the proper election to have these items on the ballot. Further discussion will take place during the Strategic Planning Retreat on Friday, May 8, 2020. The Manager along with the Building, Zoning and Planning Director addressed the Council regarding ongoing projects within the Village, including the septic tank conversion and beach nourishment project. At this time the Manager introduced Dr. Roland Samimy to the Council as the new Resiliency and Sustainability Officer. 7. ADJOURNMENT: The meeting was adjoumed at 9 Resp e ctfully S ubmitte d Peter Interim Clerk Approved this day 9th day of June 2020: (^t / Michael W. Davey Mayor L IF A PERSON DECIDES TO APPEAL ANY DECISION MADE BY THE VILL,AGE COUNCIL WITH RESPECT TO ANY MATTER CONSIDERED AT A MEETING OR HEARING, THAT PERSON WILL NEED A RECORD OF THE PROCEEDINGS AND, FOR SUCH PURPOSE, MAY NEED TO ENSARE TIIAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE, WHICH RECORD INCLADES THE TESTIMONY AND EVTDENCE UPON WHrCH THE AppEAL rS TO BE BASED (F.5.256.010s). Page 4 of4

Village Council MichaelV Davey,Malor Brett Moss, Vice Mayr Luis Lauredo Edward London Allison McCormick Katie Petros Ignacio J. Segurola VILLAGE OF KEY BISCAYNE VIRTUAL SPECIAL COI.INCIL MEETING TUESDAY, MAY 5,2020 (CONTINUATION OF APRIL 28,2020) 6:00 P.M. 1. CALL TO ORDER/ROLL CALL OF MEMBERS 2. PLEDGE OF ALLEGIANCE 3. BRIEF'COMMENTS BY COUNCIL PUBLIC COMMENTS: There is a (3) minute time limit for each speaker during public comment. Your cooperation is appreciated in observing the (3) minute rule. If you have a matter you would like to discuss during public comments, a request form is available at the entrance of the Council Chambers, please fill-it in and return it to the Village Clerk prior to the start of the meeting. When your name is called, please come forward to the podium, STATE YOUR NAME, ADDRESS, IF YOU ARE A HIRED CONSULTANT OR VILLAGE EMPLOYEE AND/OR IF ENGAGED IN LOBBYING ACTIVITIES AND/OR REPRESENTING AN ORGANIZATION FOR THE RECORD, 5. RESOLUTIONS: A RESOLUTION OF THE VILLAGE COUNCIL OF THE TAB 1 VILLAGE OF KEY BISCAYNE, FLORIDA, ACCEPTING A GRANT FROM THE FLORIDA DEPARTMENT OF TRANSPORTATION FOR THE CRANDON BOULEVARD PEDESTRIAII AND BICYCLE SAFETY PROJECT AND APPROVING AN AGREEMENT RELATED TO THE SAME; PROVIDING FOR AUTHORIZATION; AND PROVIDING FOR AN EFFECTIVE DATE. (VILLAGE MANAGER) 88West Mclntyre Street . Suite 2OO . Key Biscayne, Florida 33L49 . (305) 355-5505. Fax (305) 365-89L4 MISSION STATEMENT:"To PROVIDEA SAFE, QUALITY COMMUNITY ENVIRONMENT FORALL ISLANDERSTHROUGH RESPONSIBLE GOVERNMENT.' www.keybiscayne.fl .gov 4.

VILLAGE OF KEY BISCAYNE May 5, 2020 6, REPORTS AI\D RECOMMENDATIONS: A. MAYOR AND COI.INCILMEMBERS 1.) PROPOSED CHANGE TO THE CHARTER (COUNCTLMEMBER LONDON) 2.) SCHEDULING OF CHARTER EMPLOYEE EVALUATIONS (COUNCILMEMBER PETROS) 3.) SEARCH RECORD KEEPING RESPONSIBILITY IN CLERK'S OFFICE (COUNCILMEMBER PETROS) 4.) FOURTH OF ruLY (MAYOR DAVEY) 5.) VILLAGE BUISNESS SUPPORT FUND AND TASK FORCE (COUNCILMEMBER SEGUROLA) 6.) VILLAGE QUARANTINE EXIT PLAN AND TIMETABLE (COUNCILMEMBER SEGUROLA) 7.) COMMUNICATIONS AND ELECTRONIC ENTRY SIGN (MAYOR DAVEY) 8.) CONSTRUCTION IN MULTIFAMILY BUILDINGS (vrcE MAYOR MOSS) B VILLAGE MANAGER (NO LATER THAN 8:00 P.M.) 1.) UPDATE ON FLINDING OPPORTLINITIES 2.) GRANT AGREEMENT WITH FDOT FOR CRANDON BOULEVARD BIKE LANES TAB 2 3.) ONGOTNG PROJECT UPDATE TAB 3 4.) DISCUSSION TO SET DATE AND OBJECTIVES FOR PLANNING STRATEGIC RETREAT 7. OTHERBUSINESS/GENERALDISCUSSION A. NONE 8. SCHEDULE OF FUTURE MEETINGS/EVENTS: A REGULAR COUNCIL MEETING TUESDAY, MAY 19,2020,6:00 P.M., COUNCIL CHAMBER 2 of3 MIssIoN STATEMENT "To PRovIDE A SAFE, euAlrry coMnaulrry ENvI{oNMENT FoR ALL rsrANDERs rHRouGH REspoNsIBLE GovERNMENT."

VILLAGE OF KEY BISCAYNE May 5, 2020 Y FROM 12OO NOON TUESDAY JTINE 2,2O2O AND NO LATER THAN 12:00 NooN oN FRIDAY JUNE 12,2020, OFFICE oF THE VILLAGE CLERK REGULAR COUNCIL MEETING TUESDAY, JLINE 9,2020,6:00 P.M., COUNCIL CHAMBER B C. D. B P G TUESDAY, JLINE 16,2020 6:00 P.M., COUNCUL CHAMBER 9. ADJOURNMENT L ANY PERSON WISHING TO ADDRESS THE VILLAGE COUNCIL ON AN ITEM ON THIS AGENDA IS ASKED TO REGISTER WITH THE VILL,4GE CLERK PRIOR TO TIIAT ITEM BEING HEARD. PRIOR TO MAKING A STATEMENT, PLEASE STATE YOUR NAME, ADDRESS, IF YOA ARE A HIRED CONSALTANT OR VILLAGE EMPLOYEE/FORMER VILLAGE EMPLOYEE AND/OR IF ENGAGED IN LOBBYING ACTIVITIES AND/OR REPRESENTING AN ORGANIZATION FOR THE RECORD, U. IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT OF lggL, ALL PERSONS WHO ARE DISABLED AND WHO NEED SPECIAL ACCOMMODATIONS TO PARTICIPATE IN THIS PROCEEDING BECAASE OF THAT DISABILITY SHOALD CONTACT THE OFFICE OF THE WLLAGE CLERK,88 WEST MCINTYRE STREET, KEY BrscAvNE, FLOhIDA 33149, TELEPHONE NaMBER (305) 365-5506, NOT r,,ATER TILAN TWO BUSINESS DAYS PRIOR TO SUCH PROCEEDINGS, ill. IF A PERSON DECIDES TO APPEAL ANY DECISION MADE BY THE VILL.AGE COANCIL WITH RESPECT TO ANY MATTER CONSIDERED AT A MEETING OR HEARING, THAT PERSON WILL NEED A RECORD OF THE PROCEEDINGS AND, FOR SACH PURPOSE, MAY NEED TO ENSARE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED (F.5,256.0105). U. IN ACCORDANCE WITH VILL.AGE CODE SECTION 2-161, ADOPTING SECTION 2-11.1(S) OF THE MIAMI-DADE COANTY CODE, ANY PERSON ENGAGING IN LOBBYING ACTIVITIES, AS DEFINED THEREIN, MAST REGISTER AT THE VILLAGE CLERK'S OFFICE BEFORE ADDRESSING THE COUNCIL ON THE ABOVE MATTERS OR ENGAGING IN LOBBYING ACTIVITIES. 3 of 3 MISSION STATEMENT "TO PROVIDE A SAFE, QUALITY COMT,TNT-rY S}.TWRONMENT FoR ALL ISLANDERS THRoUGH RESPoNSIBLE GoVERNMENT..

TAB 1

RESOLUTION NO. 2020. A RESOLUTION OF THE VILLAGE COT]NCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, ACCEPTING A GRANT FROM THE FLORIDA DEPARTMENT OF TRANSPORTATION FOR THE CRANDON BOULEVARD PEDESTRIAN AND BICYCLE SAFETY PROJECT AND APPROVING AN AGREEMENT RELATED TO THE SAME; PROVIDING FOR AUTHORIZATION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village of Key Biscayne ("Village") desires to install green bike lanes along north and southbound Crandon Boulevard within the Village's jurisdictional limits to improve pedestrian and bicyclist's safety (the "Project"); and WHEREAS, the Florida Department of Transportation ("FDOT") has proposed, and the Village desires to accept, a $100,000 grant (the "Grant") to assist in the Project construction costs; and WHEREAS, FDOT requires a written agreement to accept the Grant, in substantially the form attached hereto as Exhibit "A" (the "Agreement") for acceptance of the terms and conditions of the Grant; and WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare of the residents of the Village. NOWO THEREFORE' BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE' FLORTDA' AS FOLLOWS: Section 1.. Recitals. That each of the above-stated recitals are hereby adopted, confirmed, and incorporated herein. Section 2. Acceptance and Approval. That the Village Council hereby accepts the Grant from FDOT and approves the Agreement in substantially the form attached hereto as Exhibit ,,4." Page I of2

Section 3. Authorization. That the Village Council hereby authorizes the Village Manager to execute the Agreement, in substantially the form attached hereto as Exhibit "A," subject to the Village Attorney's approval as to form, content, and legal sufficiency. Section 4. Effective Date. That this Resolution shall be effective immediately upon adoption. PASSED and ADOPTED this day of May,2020. MICHAEL W. DAVEY, MAYOR ATTEST PETER J. KULPA INTERIM VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY WEISS SEROTA HELFMAN COLE & BIERMAN, P.L. VILLAGE ATTORNEY Page2 of2

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION STATE.FUNDED GRANT AGREEM ENT 525-01 0-60 PROGRAIV I\4ANAGEMENT 07119 FPN 445788-1-54-01 Fund Org Code: FPN Fund Org Code: FPN Fund Org Code: County No:87 (Miami-Dade) Contract No FLAIR Category: FLAIR Category: FLAIR Obj: FLA|R Obj FLA|R Obj: Vendor No: FLAIR Category: vF65029181 1-01 THls SrATE-FUNDED GRANT AGREEMENT ("Agreement") is entered into on chis date ro be eniered by Dor o"ry) ' by and between the State of Florida Department of Transportation, ("Department"), and Villaqe of Kev Biscayne, ("Recipient"). The Department and the Recipient 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 Department is authorized to enter into this Agreement pursuant to Sections 334.044,334.044(7), and (se/ecf the applicable statutory authority for the program(s) below): n Section 339.2817 Florida Statutes, County lncentive Grant Program (CIGP), (CSFA 55.008) n Section 339.2818 Florida Statutes, Small County Outreach Program (SCOP), (CSFA 55.009) n Section 339.2816 Florida Statutes, Small County Road Assistance Program (SCRAP), (CSFA 55.016) n Section 339.2819 Florida Statutes, Transportation Regional lncentive Program (TRIP), (CSFA 55.026) X Specific Appropitation 19894 of Senate Bill 2500 , Local Transportation Proiects , CSFA (55.039) The Recipient by Resolution or other form of official authorization, a copy of which is attached as Exhibit "E", Recipient Resolution, and made a part of this Agreement, has authorized its officers to execute this Agreement on its behalf. 2. Purpose of Agreement: The purpose of this Agreement is to provide for the Department's participation in Crandon Boulevard Pedestrian and Bicycle Safetv Proiect, as further described in Exhibit "A", Project Description and Responsibilities, attached to and incorporated into this Agreement ("Project"); to provide Department financial assistance to the Recipient; 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. Term of the Agreement, Gommencement and Completion of the Project: This Agreement shall commence upon full execution by both Parties and the Recipient shall complete the Project on or before lf the Recipient does not complete the Project within this time period, this Agreement will expire on the last day of the scheduled completion as provided in this paragraph unless an extension of the time period is requested by the Recipient 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 Recipient acknowledges that no funding for the Project will be provided by the State under this Agreement for work on the Project that is not timely completed and invoiced in accordance with the terms of this Agreement, or for work performed prior to full execution of the Agreement. Notwithstanding the expiration of the required completion date provided in this Agreement and the consequent potential unavailability of any unexpended portion of State funding to be provided under this Agreement, the Recipient shall remain obligated to complete all aspects of the Project identified in Exhibit rrA" in accordance with the remaining terms of this Agreement, unless othenivise agreed by the Parties, in writing. < .t t.C u Page 1 of 14

STATE OF FLORIDA DEPARTIVENT OF TMNSPORTATION STATE.FU N DED GRANT AGREEM ENT Execution of this Agreement by both Parties shall be deemed a Notice to Proceed to the Recipient for the design phase or other non-construction phases of the Project. lf the Project involves a construction phase, the Recipient shall not begin the construction phase of the Project until the Department issues a written Notice to Proceed for the construction phase. Prior to commencing the construction work described in this Agreement, the Recipient shall request a Notice to Proceed from the Department. 4. Amendments, Extensions and Assignment: This Agreement may be amended or extended upon mutual written agreement of the Parties. This Agreement shall not be assigned, transferred or otherwise encumbered by the Recipient under any circumstances without the prior written consent of the Department. 5. Termination or Suspension of Project: The Department may, by written notice to the Recipient, suspend any or all of the Department's obligations under this Agreement for the Recipient's failure to comply with applicable laws or the terms of this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected. The Department may also terminate this Agreement in whole or in part at any time the interest of the Department requires such termination. a. lf the Department terminates the Agreement, the Department shall notify the Recipient of such termination in writing within thirty (30) days of the Department's determination to terminate the Agreement, with instructions as to the effective date of termination or to specify the stage of work at which the Agreement is to be terminated. b. The Parties to this Agreement may also terminate this Agreement when its continuation would not produce beneficial results commensurate with the further expenditure of funds. ln this event, the Parties shall agree upon the termination conditions through mutualwritten agreement. c. lf the Agreement is terminated before performance is completed, the Recipient shall be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the contract price as the amount of work satisfactorily completed is a percentage of the total work called for by this Agreement. 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 Recipient. d. Upon termination of this Agreement, the Recipient shall, within thirty (30) days, refund to the Department any funds determined by the Department to have been expended in violation of this Agreement. 6. Project Cost a. The estimated cost of the Project is $799.656. This amount is based upon the Schedule of Financial Assistance in Exhibit "8", attached and incorporated in this Agreement. The Schedule of Financial Assistance may be modified by execution of an amendment of the Agreement by the Parties. b. The Department agrees to participate in the Project cost up to the maximum amount of $100.000 and, additionally the Department's participation in the Project shall not exceed N/A% of the total cost of the Project, and as more fully described in Exhibit "B", Schedule of FinancialAssistance. The Department's participation may be increased or reduced upon a determination of the actual bid amounts of the Project by the execution of an amendment. The Recipient agrees to bear all expenses in excess of the amount of the Department's participation and any cost overruns or deficits incurred in connection with completion of the Project. c. The Department's participation in eligible Project costs is subject to, but not limited to i. Legislative approval of the Department's appropriation request in the work program year that the Project is scheduled to be committed; ii. Approval of all plans, specifications, contracts or other obligating documents and all other terms of this Agreement; and 525-010-60 PROGMM MANAGEMENT 07119 < .t # .C u Page 2 of 14

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION STATE.FU N DED GRANT AGREEM ENT iii. Department approval of the Project scope and budget at the time appropriation authority becomes available. 7. Compensation and Payment: a. The Department shall reimburse the Recipient for costs incurred to perform services described in the Project Description and Responsibilities in Exhibit "A", and as set forth in the Schedule of Financial Assistance in Exhibit "B". b. The Recipient 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. Any changes to the deliverables shall require an amendment executed by both parties. c. lnvoices shall be submitted no more often than monthly and no less than quarterly by the Recipient in detail sufficient for a proper pre-audit and post-audit, based on the quantifiable, measurable and verifiable deliverables as established in Exhibit "A". Deliverables and costs incurred must be received and approved by the Department prior to reimbursements. Requests for reimbursement by the Recipient shall include an invoice, progress report and supporting documentation for the period of services being billed that are acceptable to the Department. The Recipient shall use the format for the invoice and progress report that is approved by the Department. d. Supporting documentation must establish that the deliverables were received and accepted in writing by the Recipient 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" 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 Attachment F - Gontract Payment Rgquirements. e. Travel expenses are not compensable under this Agreement. f. 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. lf this box is selected, advance payment is authorized for this Agreement and Exhibit "G", Alternative Advance Payment Financial Provisions is attached and incorporated into this Agreement. lf the Department determines that the performance of the Recipient is unsatisfactory, the Department shall notify the Recipient of the deficiency to be corrected, which correction shall be made within a time-frame to be specified by the Department. The Recipient shall, within thirty (30) days after notice from the Department, provide the Department with a corrective action plan describing how the Recipient will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, dellverable deficiencies, or contract non-compliance. lf the corrective action plan is unacceptable to the Department, the Recipient will not be reimbursed to the extent of the non-performance. The Recipient will not be reimbursed until the Recipient resolves the deficiency. lf the deficiency is subsequently resolved, the Recipient may bill the Department for the unpaid reimbursement request(s) during the next billing period. lf the Recipient is unable to resolve the deficiency, the funds shall be forfeited at the end of the Agreement's term. Recipients receiving financial assistance from the Department should be aware of the following time frames. lnspection gnd approval of deliverables and costs incurred 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 and costs incurred are received, inspected, and approved. Page 3 of 14 525-010-60 PROGRAM MANAGEMENT 07t19 ? .t t! .( U

STATE OF FLORIDA DEPARTIVIENT OF TRANSPORTATION 525-010-60 PROGRAM MANAGEIVIENT 07t19STATE-FUN DED GRANT AGREEM ENT lf 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 Recipient. lnterest penalties of less than one (1) dollar will not be enforced unless the Recipient requests payment. lnvoices that have to be returned to a Recipient because of Recipient 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 Recipient who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 413-5516. g. The Recipient 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 documents and records shall be furnished to the Department upon request. Records of costs incurred include the Recipient'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. h. Progress Reports. Upon request, the Recipient 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. i. lf, 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 which it has with the Recipient owing such amount if, upon 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. j. The Recipient must submit the final invoice on the Project to the Department within 120 days after the completion of the Project. lnvoices submitted after the 120-day time period may not be paid. k. The Department's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. lf the Department's financial assistance 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 Recipient. See Exhibit "B" 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 Recipient, in writing, when funds are available. l. ln 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(6Xa), 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 shallbe incorporated verbatim in allcontracts 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." = .t # .( u Page 4 of 14

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION STATE.FUNDED GRANT AGREEMENT 525-010-60 PROGMM MANAGEMENT 07t19 m. Any Project funds made available by the Department pursuant to this Agreement which are determined by the Department to have been expended by the Recipient 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 Recipient files shall not constitute a waiver of