MANATEE COUNTY PORT AUTHORITY AGENDA

February 27, 2024

9:00 a.m.

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

1. CALL TO ORDER

   
   

2. Public Comments

   
   

3. Consent Agenda

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

   
   

4. Executive Director Comments

   
   

5. Commissioner Comments

   
   

6. Adjourn

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

Kevin Van Ostenbridge, Chairman;

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

James Satcher, Member

‌February 27, 2024

1. CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes – January 23, 2024

      
      

   3. Budget Resolution

      
      

   4. Port Manatee Tariff No. 3 Item 561

      
      

   5. Perimeter Fencing Phase II Change Order No. 2

      
      

   6. Logistec Gulf Coast LLC Cargo Pad Lease

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

01/11/2024 to 02/14/2024

Manatee County Port Authority Warrant (Check) Listing

01/11/2024 to 02/14/2024

Manatee County Port Authority Warrant (Check) Listing

01/11/2024 to 02/14/2024

Manatee County Port Authority Warrant (Check) Listing

01/11/2024 to 02/14/2024

Total warrants (checks) for period reported 1,205,975.83

‌MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

COUNTY ADMINISTRATION CENTER, HONORABLE PATRICIA M. GLASS CHAMBERS

1112 Manatee Avenue West Bradenton, Florida January 23, 2024

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

Present were:

Kevin Van Ostenbridge, Chairman (attended via Zoom) Jason Bearden, First Vice-Chairman

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

Mike Rahn

James A. Satcher, III

Also present were:

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

Dustin Peebles Accounting, Clerk of the Circuit Court

Vicki Tessmer, Board Records Supervisor, Clerk of the Circuit Court

AGENDA PA20240123DOC001

1. . CALL TO ORDER

   First Vice Chairman Bearden called the meeting to order at 9: 04 a.m.

   
   

   Glen Gibellina

2. PUBLIC COMMENT

   stressed the need to use renewable energy at the Port.

   
   

   There being no further citizen comments, Vice Chairman Bearden closed citizen comments.

   
   

   Carlos Buqueras, Executive Director, introduced the consent agenda. He does not have further comments.

   
   

   CONSENT AGENDA PA20240123DOC002

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

   1. WARRANT LIST

      Accepted Warrant Listing from December 7, 2023 to January 10, 2024 PA20240123DOC003

   2. MINUTES

      Approved the minutes of December 14, 2023

   3. BUDGET AMENDMENT

      Adopted Budget Resolution PA-24-09 PA20240123DOC004

   4. TARIFF NO. 3

      Approved the modification adding planning and project development rates to Port Manatee Tariff No. 3 Item 445 Rates for Labor Furnished by the Port PA20240123DOC005

   5. CARGO PAD CONSTRUCTION/STORAGE AGREEMENT AND LEASE AMENDMENT FIVE

      Executed the Cargo Pad Construction/Storage Agreement and Lease Amendment Five between the Manatee County Port Authority and Logistec Gulf Coast LLC revising the minimum annual guarantee PA20240123DOC006

   6. PUBLIC TRANSPORTATION GRANT AGREEMENT – QUICK RESPONSE VESSEL

      JANUARY 23, 2024 (Continued)

      
      

      DOCKING PLATFORM

      Adopted Resolution PA-24-06 authorizing the execution of the Public Transportation Grant Agreement with the Florida Department of Transportation for a docking platform for quick response vessels PA20240123DOC007

   7. PUBLIC TRANSPORTATION GRANT AGREEMENT – ACCESS CONTROL CENTER UPGRADES

      Adopted Resolution PA-24-07 authorizing the execution of the Public Transportation Grant Agreement with the Florida Department of Transportation for the procurement of access control center upgrades PA20240123DOC008

   8. PUBLIC TRANSPORTATION AMENDMENT TO THE PUBLIC TRANSPORTATION GRANT AGREEMENT – WAREHOUSE 12

      Adopted Resolution PA-24-08 authorizing the execution of a Public Transportation Amendment to the Public Transportation Grant Agreement with the Florida Department of Transportation for modifications to the warehouse project scope and description

      PA20240123DOC009

   9. BERTH 4 EXTENSION WETLAND MITIGATION CREDITS

Executed the Mangrove Point Mitigation Bank Agreement between the Manatee County Point Authority and Mangrove Point Mitigation Bank, LLC for Berth 4 Extension wetland mitigation credits in the amount of $507,000, subject to the review and approval of FDOT PA20240123DOC010

(End Consent Agenda)

MEMBER COMMENTS

First Vice Chairman Bearden recognized a flyer distributed by Port Authority regarding Port statistics. PA20240123DOC011

ADJOURN

There being no further business First Vice Chairman Bearden adjourned the meeting at 9:09 a.m.

Minutes Approved:                   

‌February 27, 2024

CONSENT

AGENDA ITEM 3. C: BUDGET RESOLUTION

BACKGROUND:

This resolution budgets the following:

• Budgets $500,000 of Port cash which will be offset by the lease revenue of the same amount for land improvements to include site grading, drainage installation, fencing, utilities, and roadways to the 10-acre Bay Street North Parcel project.

• Budgets $260,000 of Port cash for network infrastructure repairs and improvements required to support the new Cyber Security Information Management System.

ATTACHMENT:

Budget Resolution PA-24-10.

COST AND FUNDING SOURCE:

$760,000 Port cash.

CONSEQUENCES IF DEFERRED:

Delay in budget allocations.

LEGAL COUNSEL REVIEW: N/A RECOMMENDATION:

Move to adopt Budget Resolution PA-24-10.

RESOLUTION PA-24-10 AMENDING THE ANNUAL BUDGET

FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2023-2024

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 2023-2024 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 27th day of February 2024.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:                                   

BUDGET AMENDMENT RESOLUTION NO. PA-24-10 AGENDA DATE: February 27, 2024

1. Fund: Port Cash

   
   

   Section: Bay Street North Parcel

   
   

   Description: Budgets $500,000 for land improvements to the 10-acre Bay Street North Parcel Improvement project

   
   

   Batch ID: BAAL022724A Reference: BU24000332

   
   

2. Fund: Port Cash

Section: Cyber Security Information Management System

Description: Budgets $260,000 for equipment, configuration, and installation to replace the current network system which is required to support the new cyber security management system.

Batch ID: BAAL022724A Reference: BU24000348

‌February 27, 2024

CONSENT

AGENDA ITEM 3.D.: PORT MANATEE TARIFF NO. 3 ITEM 561 BACKGROUND:

Port Manatee Tariff No. 3 Item 561 is modified to change the description from white cement in super sacks to bulk commodities in super sacks.

ATTACHMENT:

Port Manatee Tariff No. 3 Item 561

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

N/A

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to approve the description change in Port Manatee Tariff No. 3 Item 561.

‌February 27, 2024

CONSENT

AGENDA ITEM 3.E: PERIMETER FENCING PHASE II CHANGE ORDER NO. 2 BACKGROUND:

On May 23, 2023, the Authority awarded U.S. Fence & Gate Inc. for Phases I & II of port-wide fencing replacement. Phase I has been completed. Change Order No. 2 decreases the contract

$13,317.74 as a result of less fencing needed in Phase II. The new contract total is $1,086,170.26.

ATTACHMENT:

Change Order No. 2

COST AND FUNDING SOURCE:

FEMA grant and Port cash reduction in the amount of $9,988.30 and $3,329.44, respectively.

CONSEQUENCES IF DEFERRED:

Delay in commencement of Phase II perimeter fencing project.

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute the Change Order No. 2 decreasing the contract in the amount of $13,317.74 between U.S. Fence & Gate Inc. and the Manatee County Port Authority for a new contract total of $1,086,170.26.

PORT MANATEE

February 8, 2024

U.S. Fence & Gate, Inc.

P.O. Box 1926

Lake Charles, Louisiana 70602

*

Manatee County Port Authority 300 Tampa Bay Way, Suite 1

Palmetto, Florida 34221 Attn: Robert Howard

RE: PORT PERIMETER FENCE REPLACEMENT PHASE II

CHANGE ORDER 2

Mr. Howard,

Regarding our conversation pertaining to the quantity of fencing removed from the contract for Phase 2, I would ask to only break out the labor and concrete for the fencing and terminal post difference from our linear foot price since there was not a separate line item for mobilization at bid time. Mobilization for this project is important to us because, it encompasses the entire project as a whole with living expenses, pier diem, equipment, daily fuel, bonds, office staff, insurance, everything that calculates to "real cost" and is utilized while performing this contract. Without a separate line item for Mobilization, many numerous factors were additionally calculated into our fence pricing, by the foot, that are consumed by daily operational expenses and remain constant.

Upon measuring the fence required to build Phase 2, it is confirmed with Mr. Clyde Joseph that 436' of fence materials will not be purchased and installed out of the 8,449' required bid time. In addition to this, there is 370' of fencing, of which the materials have already been ordered and stored on site, that is asked not to be built at the boneyard for the road expansion. The 370' that will not bebuilt, I have deducted the labor and concrete only but not the materials since they are already stored onsite.

I have attached a breakdown cost for the 436' of fencing for the materials not being purchased, the total linear footage of labor and concrete we allowed at bid time to not install 806' offencing (436' of fencing not required+ 370' offencing not to install at the Boneyard) including the labor and concrete for lea 40' double slide gate not installed for Phase 2 at the Boneyard but to be stored onsite for future use.

Telephone (337) 433-5000 • Fax (337) 433-5050 • 222 Bunker Rd., Lake Charles, LA 70615

** Attached is backup documentation for material cost.

**Man hour quantities are derived from constructing thousands of feet of fencing in long lines, such as this project.

We are asking for a Change Request to deduct the material, labor, and concrete as described above for the fencing and gates left to install for Phase 2 keeping the balance of monies for mobilization and incidentals that were divided into the original unit pricing that will remain constant while performing this contract. I am submitting for Change Order #2 only deducting $13,317.74 for the cost of material, labor, and concrete as described above, with 20 percent of Overhead and Profit on these items that were allowed for at bid time, bringing our contract amount for Phase 2 to $586,170.26

The documentation for the cost of fence materials and concrete are attached in quotes that were ordered for Phase 2.

I thank you for your assistance with this matter.

Respectfully,

ll..Jl­

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P.O. Box 618/2224E Hwy 619

Russell Springs, KY 42642 (270)866-3331

Sales Fax:(978)244-8003

Remit Payment to:

Stephens Pipe & Steel, LLC

P.O. Box 618

Russell Springs, KY 42642

Visit our website:

https://SPSfence.com

QUOTATION#: 01-164050 Pg 1 of 1

Billing Date : 1/18/2024 Customer Acct: 61040 Payment Terms: NET-30

Customer PO#: SEAPORT MANATEE PHAS

Sales Person : D.GASKIN-S.CLARK Made By User : sonjaclark

SPS Order# : 75602-0

Sales Phone:(800)451-2612 Shipped Via : OT

* Quote valid 30 days. Expires: 2117/2024 *

Contact Name : DAVID HINDS Cust Mobile • SR 337/8021512

Fax number : Sh Note: VERIFY SHIP TO

3374335050

ADDRESS EACH ORDER

Sold To:U S FENCE & GATE

PO BOX 1926

LAKE CHARLES, LA 70602

** Send Invoice bv EMAIL ONLY.

Ship To: US FENCE & GATE

337-802-1661 JOSH

1705 PINEY POINT RD PALMETTO, FL 34221

CUSTOMER MUST FIELD VERIFY ALL MATERIALS. SPS IS NOT RESPONSIBLE FOR FINAL QUANTITIES OR TAKEOFFS!

Ordered

Shipped

BackOrder

Unit

Product Item Description

**NEEDS IN 3 TO 4 WEEKS

**

**MUST SHIP EVERYTHING AT ONCE

**01-164050 01-165294 01-165295

**

**MUST CALL JOSH IN ADVANCE TO SCHEDULE

**DELIVERY SO THAT HE CAN GET PEOPLE

**FROM TX TO FLORIDA JOBSITE

**

**

**

**

**SEAPORT MANATEE PHASE II

**

Packing

Price

Amounl

2562

  790

2562

790

0 ft_

0 pc

GALV 1-5/8" x 21' x SPS40-G21Q_ x 122oc GALV 3" x 10'6" x SPS40-G210

2 bdl

1.8363 4,704.60

48.71 38,480.90

78.75 2,362.50

------i------+---8-5-.-31 815.23

!Accepted By:                                                          ,Date / / :r HAVE REVIEWED

IA.ND DO ACCEPT THIS ORDER AS QUOTED. Use Refe;;n o # ------

!Instructions:

Fuel Charge 7.0% Tax

48,363.23

50.00

2,954.79

Ask me ?!bout ACCESS CONTROL...

Call today and request to receive invoices via email.

Total Order 51,368.02

Acceptance of quote confirms your approval of materials as quoted.

Review all Items. Any discrepancies MUST BE noted on original delivery document and VERIFIED BY DRIVER. Buyer agrees to pay all '3PPlicable tl4Xes. Invoices not paid within terms will be charged a 1.5% monthly service charge. If payment made with credit 1=ard,

a 2% convenience fee will be added. PRICES MAY CHANGE WITHOUT NOTICE! Returns subject to 15-50% Restock Fee. LtlS: 48,366 P/D:01-23

i'S !

P.O. Box 618 / 2224 E Hwy 619

Remit Payment to:

Stephens Pipe & Steel, LLC

P.O. Box 618

Russell Springs, KY 42642

QUOTATION#: 01-165295 Pg 1 of 1

Billing Date : 1/23/2024 Customer Acct: 61040 Payment Terms: NET-30

Customer PO#: SEAPORT MANATEE PHAS

Russell Springs, KY 42642

(270) 866-3331

Visit our website:

https://SPSfence.com

Sales Person : Made By User :

D.GASKIN-S.CLARK

sonjaclark

Sales Fax: (978) 244-8003

SPS Order# : 75635-0

Sales Phone: (800) 451-2612

* Quote valid 30 days. Expires: 2/2212024 *

Shipped Via : Contact Name : Cust Mobile : Fax number :

Sh Note: VERIFY SHIP TO

OT

DAVID HINDS SR 337/8021512 3374335050

ADDRESS EACH ORDER

Sold To:U S FENCE & GATE

PO BOX 1926

LAKE CHARLES, LA 70602

** Send Invoice bv EMAIL ONLY.

Ship To: US FENCE & GATE

337-802-1661 JOSH

1705 PINEY POINT RD PALMETTO, FL 34221

CUSTOMER MUST FIELD VERIFY ALL MATERIALS. SPS IS NOT RESPONSIBLE FOR FINAL QUANTITIES OR TAKEOFFS/

Ordered

Shipped

BackOrder

Unit

Product ItemDescription

**NEEDS IN 3 TO 4 WEEKS

**MUST SHIP EVERYTHING AT ONCE

**01-164050 01-165294 01-165295

**

**MUST CALL JOSH IN ADVANCE TO SCHEDULE

**DELIVERY SO THAT HE CAN GET PEOPLE

**FROM TX TO FLORIDA JOBSITE

Price

Amount

800

800 -

0 ft

**

HOT DIP 2.0oz 2x9x96in TT 50ft/rll

6.00

4,800.00

- -              ** VERIFY SELVAGE                                 

  120    120      0 ea DOM TENSION-BAR- 96"-x3/4-"                           

3.99

478.80

- 100-0 1000 0 ea EZ TWIST TIE 1-5/8x9qax1.2oz

0.17

170.00

6--300 6300 0 ea EZ TWIST TIE 3x9gax1.2oz--------------1--0_._2_5_4 601.4 6

20 20 0 rll DOM BARB WIRE 12.Sga CL3 (1320' roll) 104.95 2,099.00

--80   80 0 ea

-DOM TRUS-S ROD 3/8"x11' -

5.80 464.00

   8080 0eaDOM TRUSS  ROD TIGHTENER                      

20 20 0 rll  TENSION WIRE 6ga ALUMZ (1000ft)          

90 90 0 lb DOM ST HOG RING 9ga (100/lb)

1.1706 93.65

129.01 2,580.20

4.7527 427.74

l'l.ccepted By:                                                                  ,Date_/_/_ I HAVE REVIEWED DO ACCEPT THIS ORDER AS QUOTED. Use Reference P.O #           

!Instructions:

Fuel Charge 7.0% Tax

12,714.85

50.00

815.89

Ask me about ACCESS CONTROL.,.

Call today and request to receive invoices via email.

Total Order 13,580.74

Acceptance of quote confirms your approval of materials as quoted.

Review all Items. Any discrepancies MUST BE noted on original delivery document and VERIFIED BY DRIVER. Buyer agrees to pay all applicable taxes. Invoices not paid within terms will be charged a 1.5% monthly service charge. If payment made with credit card,

2% convenience fee will be added. PRICES MAY CHANGE WITHOUT NOTICE! Returns subject to 15-50% Restock Fee. LBS:9,795 P/D:01-23

"§

Remit Payment to:

P.O. Box 618

Stephens Pipe & Steel, LLC

QOOTATION #: 01-165294 Pg 1 of 1

Customer Acct: 61040

Billing Date : 1/23/2024

P.O. Box 61812224 E Hwy 619

Russell Springs, KY 42642

Russell Springs, KY 42642

Visit our website:

Payment Terms: NET-30

Customer PO#: SEAPORT MANATEE PHAS

Sales Person : D.GASKIN-S.CLARK

(270) 866-3331

Sales Fax: (978) 244-8003

Sales Phone: (800) 451-2612

https:1/SPSfence.com

Made By User : SPS Order#- : Shipped Via : Contact Name

sonjaclark 75636-0 OT

DAVID HINDS

* Quote valid 30 days. Expires: 2122/2024 *

Cust Mobile Fax number :

Sh Note: VERIFY SHIP TO

SR 337/8021512 3374335050

ADDRESS EACH ORDER

Sold To:U S FENCE & GATE Ship To: US FENCE & GATE PO BOX 1926 337-802-1661 JOSH

LAKE CHARLES, LA 70602 1705 PINEY POINT RD PALMETTO, FL 34221

**Send Invoice bv EMAIL ONLY.

CUSTOMER MUST FIELD VERIFY ALL MATERIALS. SPS IS NOT RESPONSIBLE FOR FINAL QUANTITIES OR TAKEOFFS/

Ordered

Shipped

BackOrder

Unit

Product ItemDescription

**NEEDS IN 3 TO 4 WEEKS

**

**MUST SHIP EVERYTHING AT ONCE

**01-164050 01-165294 01-165295

**

**MUST CALL JOSH IN ADVANCE TO SCHEDULE

**DELIVERY SO THAT HE CAN GET PEOPLE

**FROM TX TO FLORIDA JOBSITE

Price

Amount

7500

7500

O ft

HOT DIP 2.0oz 2x9x96in TT 50ftlrll

** VERIFY SELVAGE

6.00

45,000.00

!'.ccepted By:                                                                       ,Date_/_/_ I HAVE REVIEWED

A.ND DO ACCEPT THIS ORDER AS QUOTED. Use Reference P.O #             

Instructions:

Fuel Charge 7.0% Tax

45,000.00

50.00

2,753.00

Ask me about ACCESS CONTROL...

Call today and request to receive invoices via email.

Total Order 47,803.00

Acceptance of quote confirms your approval of materials as quoted.

Review all Items. Any discrepancies MUST BE noted on original delivery document and VERIFIED BY DRIVER. Buyer agrees to pay all iapplicable x.es. Invoices not paid within terms will be charged a 1.5% monthly service charge. If payment made with credit card,

la 2% convenience fee will be added. PRICES MAY CHANGE WITHOUT NOTICE! Returns subject to 15-50% Restock Fee. LBS: 46,500 P/D:01-23

OVERSEAS DISTRIBUTORS INC.

11532 EAST HARDY ROAD HOUSTON, TX 77093

800-303-3348,(281) 219-2190

FAX 281-219-0919

Bill To

SHIP TO

QUOTATION

NO. 90992 DATE: 01/17/2024

(Page 1 of 1)

U.S. FENCE & GATE INC. (ORANGE) PO BOX 1926

LAKE CHARLES LA 70602

U.S. FENCE & GATE, INC. 1705 PINEY POINT RD PALMETTO, FL. 34221

ATTN: AP PHONE: 409-883-6800 FAX NO.:

SHIP DATE

P.O NUMBER DATE

TERMS

F.O.B

SALE PERSON

-

NET 30 DAYS Pick up STEVEN

QTY

CODE DESCRIPTION I PACKING BAGS PRICE

AMOUNT

.,,.  s.oo... .

BARB ARM 2.1/2"X1.5/8" OMl't (tvo, U5£n) -.

--

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_;,..,,...,_ ...

-----,,...,.. ,. ,-.,

L. ....-.,1. -

QUOTE VALID Till: 01/24/2024

401 Big Bcod Rd, Apollo Beach, fL33S72 Oisp;1tc.h 813-341-9994

Dlte: Jt.11 IS.2023

C\stomer 1-.\tme: U.S Fcnee& Glle Contact:Josh Knlcoa

Contact Tele#:337-802-1661

C'ootact Cell #: Con1act Em.:lll: Contact Fax #:

Q.,:,teN: MQ0021995_

Project:G,ocralC'oocr<teTampa Project A<llc,,:: 40I BigBendRood

Project Oty/Sf/Zip: Apollo Beach, FL33572

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Qiotc willexpiit six (6}mon1.hs dtr last c:s::,hlliun date.

Pl)tOOd Lo:ld f7oos: (please  note no   deliverios under 1 cubi_c_ya_,d_)                  

Ito2.5cwicyards

3 to 4.5 wl:.icyards S to 6.5 c,,ticya<ds

ADDFDR EXTENDEDSET"TIME(PER ADDIT' v\L HOUR)

Environmcotal Owge

Fu,I S.rchar!}'-S.tject to Chao!)'

Offholl'd:liveries not incl\dngSnday, & Holicb)- ('I I tJU u111mt1n)

Sitmby Delivery

Lit loads(,\ithin I milema. )

Wepn'.lposeh) lunish thc31x,\-t:,i,11'o1mixdl!'ii8Jk$ lh.11 will mttt: thc,stnto:.1slmlgt.h lhhm ta;t mirL'i i!ICmamfu.urOO!Sldte$1.cd in DC.Wrtbnwith I. ASTM

$Ul"ld;lrd$ md ('Vl)Jwtccl perACJIUQlmXJMkd 61:nb'dsand pm.-tic:t:>.

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‌February 27, 2024

CONSENT

AGENDA ITEM 3.F.: LOGISTEC GULF COAST LLC CARGO PAD

LEASE

BACKGROUND:

On June 16, 2015, the Authority approved a Cargo Pad Construction/Storage Agreement and Lease between the Manatee County Port Authority and Logistec Gulf Coast LLC (“LGC”) which expires on September 4, 2024. The parties wish to memorialize a new lease which has been negotiated for five years with two three-year options effective October 1, 2024. The cargo pad contains 5.19 acres and will be used to store scrap steel. Increases in rent are 3% each year with minimum annual tonnage guarantees also included.

ATTACHMENT:

Port Manatee and Logistec Gulf Coast LLC Cargo Pad Lease

COST AND FUNDING SOURCE:

N/A

CONSEQUENCES IF DEFERRED:

Delay in approval of the Cargo Pad Lease

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute the Port Manatee and Logistec Gulf Coast LLC Cargo Pad Lease between the Manatee County Port Authority and Logistec Gulf Coast LLC.

PORT MANATEE AND LOGISTEC GULF COAST LLC CARGO PAD LEASE

THIS CARGO PAD STORAGE AGREEMENT AND LEASE (“Lease”) made and

entered into by and between the MANATEE COUNTY PORT AUTHORITY, a political entity of the State of Florida, with its principal place of business located at Port Manatee, 300 Tampa Bay Way, Suite One, Palmetto, Florida 34221, (“Authority”) and LOGISTEC GULF COAST LLC, a limited liability company duly authorized to transact business in the State of Florida, with a principal place of business located at 2327 South Dock Street, Palmetto, Florida 34221, (“Lessee”)

, (hereinafter collectively the “Parties”).

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

WHEREAS, Lessee is a Florida limited liability company, that is desirous of leasing from the Authority a portion of the real property at Port Manatee operating a cargo pad for the storage of dry bulk cargos, and

WHEREAS, Lessee and its predecessor in interest has since 2015, continual leased this real property including the cargo pad from the Authority for the storage of dry bulk cargos and that Lease is expiring, and

WHEREAS, it is expedient and in the best interests of the Authority to enter into an agreement with Lessee to lease certain property for operation of a cargo pad, subject to the terms and conditions hereinafter set forth.

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

1. RECITALS. The above recitals are true and correct and agreed to by the Authority and Lessee as if such recitals were fully set forth in the Lease.

   
   

2. PURPOSE. The Lessee shall use the Demised Premises solely for the purpose of storing scrap metal, or other cargo with Authority approval, and for the purpose of conducting such other activities as are customarily associated therewith. Additionally, if Lessee intends to use the demised premise for any purpose other than those defined above, Lessee shall first obtain approval of the Authority before beginning such use. Lessee shall at its own expense comply with all Federal, State, and Local ordinances, laws, governmental orders and regulations relating to the use and conditions of the Demised Premises as used for the purposes set forth in this section (“Legal Requirements”). The Demised Premises will not be used for any unlawful purposes and Lessee

   will not use the Demised Premises in such a manner as to create a nuisance or otherwise violate any Legal Requirements that are now in force during the term of this Lease or which hereafter be in force. Lessee will neither suffer nor commit any waste of the Demised Premises. Lessee may not act or fail to act in a manner that would adversely affect the title of the Authority. The Authority shall have the right at any time to enter and examine the Demised Premises for any reason.

   
   

3. DEMISED PREMISES. The Authority does hereby demise, let and rent unto the Lessee and the Lessee shall hire and take as tenant on an exclusive basis approximately 5.19 acres of that certain real property located in Manatee County, Florida identified as a portion of Port Manatee, the legal description and sketch of which is attached and made a part of this Lease as Exhibit "A," with the cargo pad located on said property to have and to hold the same for the terms set forth below. This property and any improvements (including but not limited to the cargo pad, drainage ponds, roadway improvements, and fire suppression improvements) made thereon shall be collectively referred to as the “Demised Premises.” In accordance with the Master Plan, the Authority agrees, covenants and warrants Lessee to peacefully occupy, have, use, hold and quietly enjoy the Demised Premises, subject to the provisions of this Lease. The Lessee agrees to use the Demised Premises so as not to interfere with, interrupt, or impact the use or operation of any other entity, tenant, user, or customer at Port Manatee. The Demised Premises are leased and accepted by Lessee in its current “As Is-Where Is” condition with the Authority making no warranties as to fitness and Lessee acknowledges that it has had adequate opportunity to inspect and test the Demised Premises prior to entering into the Lease.

   
   

4. TERM OF LEASE. The duration or term of this lease shall commence on the 1st day of October, 2024 and shall terminate five (5) years thereafter (“Initial Term”), unless otherwise extended as provided in this Lease. The Parties may mutually agree in writing to extend the Lease Term for two (2) additional terms of three (3) years each, To extend the term, Lessee must notify the Authority in writing no later than 90 days prior to the expiration of the then existing term of this Lease and the Authority must consent to the extension. Parties

   
   

5. RENT. Commencing on the Effective Date, Lessee shall pay to the Authority rent for the Demised Premises as follows, payable monthly in advance together with any applicable Florida sales taxes on rent payable at the same time.

   
   

   Year 1: $2,137.00 per acre, per month. Year 2: $2,201.00 per acre, per month. Year 3: $2,267.00 per acre, per month. Year 4: $2,335.00 per acre, per month. Year 5: $2,405.00 per acre, per month.

   Year 6: $2,477.15 per acre, per month, if extended for an additional term. Year 7: $2,551.46 per acre, per month, if extended for an additional term. Year 8: $2,628.00 per acre, per month, if extended for an additional term.

   Year 9: $2,706.84 per acre, per month, if extended for a second additional term.

   Year 10: $2,788.05 per acre, per month, if extended for a second additional term. Year 11: $2,871.69 per acre, per month, if extended for a second additional term.

   The first month’s rent shall be paid and delivered to the Authority simultaneously with the delivery of this executed Lease. Any payment of rent received by the Authority after the close of business on the tenth calendar day of the month shall accrue interest at the rate of five percent (5%), commencing on the due date. If Lessee shall pay rent with a check or bank draft that is returned unpaid or uncollected, Lessee shall pay to the Authority, in addition to the total amount due, a processing fee for each returned check or bank draft in the amount provide in the then current Port Manatee Tariff. In the event two (2) or more of Lessee’s checks or bank drafts are returned unpaid or uncollected in any twelve (12) month period during the Lease Term, the Authority may require, as a condition of Lessee’s continued use and/or occupation of the Demised Premises, that all subsequent payments of rent be in the form of a cashier’s check or money order.

   
   

6. LESSEE REPRESENTATIONS. Lessee represents unto the Authority with the intent that the Authority rely thereon as a major inducement to the Authority to enter into this Lease that:

   
   

   1. Lessee represents and warrants to the Authority that to its actual and constructive knowledge: 1) neither Lessee (which includes for purposes of this Section its parent and affiliate companies, owners, members, managers, shareholders, directors, officers, representatives, agents, employees, distributors, vendors and suppliers collectively) nor any of its funding sources are identified on the Special Designated Nationals and Blocked Persons List of the U.S. Treasury Office of Foreign Asset Control; 2) neither Lessee nor any guarantor of all or any part of Lessee’s obligations under this Lease are directly or indirectly owned or controlled by a government or country that is subject to an embargo imposed by the U.S. Government; 3) neither Lessee nor a grantor of all or any part of Lessee’s obligations under this Lease are acting on behalf of a government or have been in the past ten years involved in business arrangements or other transactions with any country that is subject to such embargo. Lessee agrees to notify the Authority in writing immediately upon the occurrence of any of that, which would cause the foregoing representation, and warranties of this Section to be incorrect in any respect and the Authority shall have the right then or thereafter to terminate this Lease at its sole and absolute discretion.

      
      

   2. In connection with any aspect of this Lease or other transaction involving Lessee, neither Lessee (which includes for purposes of this Section its parent and affiliate companies, owners, members, managers, shareholders, directors, officers, representatives, agents, employees, distributors, vendors and suppliers collectively) has engaged or will engage in prohibited conduct, as defined in the Foreign Corrupt Practices Acts, directly or indirectly in the performance of this Lease or otherwise on behalf of itself or Lessee. In the event of or during the term of this Lease, if Lessee is not in compliance with this Section, Lessee shall make prompt disclosure of such non- compliance to the Authority and the Authority shall have the right to terminate the Lease.

   3. Lessee (which includes its officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of Lessee) has not been placed on the convicted vendor list following a conviction for a public entity crime within the last 36 months. In the event of or during the term of this Lease, if Lessee is placed on the convicted vendor list, in accordance with section 287.133 of the Florida Statutes as may be amended, Lessee shall make prompt disclosure of such non-compliance to the Authority.

      
      

   4. Pursuant to section 287.135, Florida Statutes, Lessee certifies, represents, and warrants that: (a) it is not on the Scrutinized Companies with Activities in Sudan List, (b) it is not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, (c) it is not on the Scrutinized Companies with Activities in Iran Terrorism Sectors List, (d) that it does not have Business operations or is engaged in business in Cuba or Syria, and (e) that it is not engaged or engaging in a Boycott of Israel, and that all such certifications were true at the time it submitted its bid or proposal for this Lease and as of the effective date of any renewal. Notwithstanding anything contained in this Lease to the contrary, the Authority may terminate this Lease immediately if: (1) Lessee is found to have submitted a false certification regarding (a) – (e) above in accordance with section 287.135(5), Florida Statutes, or (2) Lessee is found to have been placed on the Scrutinized Companies that Boycott Israel List as that term is defined and such list is maintained pursuant to Section 287.135, Florida Statutes, or is otherwise engaged in a boycott of Israel. Such termination shall be in addition to any and all remedies available to the Authority at law.

      
      

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

      
      

   6. Lessee agrees that Lessee does not and will not, nor will it allow a subcontractor to, use any funds from the Authority for the purpose of issuing an identification card or document to any individual who does not provide proof of lawful presence in the United States.

      
      

7. SIGNS. Lessee at its sole expense and risk, but in conformity with all Legal Requirements and, subject to the prior written approval by the Authority, may erect signs upon the Demised

   Premises and other appropriate places adjacent to road and thoroughfares within Port Manatee.

   .Lessee shall be responsible to the Authority for the installation, use, or maintenance of all signs and any damage caused thereby. Lessee agrees to remove all signs prior to termination of the Lease and upon such removal to repair all damage incident to such removal.

   
   

8. TAXES AND LICENSE FEES. Lessee shall timely pay any and all ad valorem taxes, special assessments, tangible and intangible personal property taxes, sales tax, use taxes, license fees, and any other tax, fee, or charge which may be levied or assessed against any portion of the Demised Premises or imposed in connection with the activities and operations of Lessee upon any portion of the Demised Premises or in connection with the possession of any portion of the Demised Premises by Lessee. Lessee has the right to contest the amount or validity, in whole or part, of any ad valorem tax or special assessment or to seek a reduction in the valuation of Demised Premises as assess for real estate property tax purposes by appropriate proceedings with the tax collector/property appraisers office, diligently conducted in good faith (but Lessee may continue to pursue such contest past the final due date for such tax only after payment of such tax). The Authority is not be required to join in any proceedings referred to in this paragraph unless required by law, in which event the Authority will, upon written request by Lessee, join in proceedings or permit the proceeding to be brought in its name. Lessee covenants that the Authority must not suffer or sustain any costs or expenses (including, but not limited to attorneys’ fees) or any liability in connection with any such proceedings and Lessee agrees to pay all such costs and expenses. No consent to join in proceedings or permit the proceedings to be brought in its name will subject the Authority to material civil liability or the risk of any criminal liability.

   
   

9. EXISTING FACILITIES. This Lease and the right of the Lessee to the possession and use of the Demised Premises are subject to any existing electric lines, telephone lines, water and sewer lines or mains, lift stations, substations and other utility facilities located through, under or upon the Demised Premises and the Authority, Florida Power & Light Company, Verizon Florida, Inc., Manatee County Public Works Department, U.S. Coast Guard, U.S. Department of Agriculture and their agents, employees, servants and subcontractors shall have access to such facilities to the extent necessary for the operations, maintenance and repair thereof.

   
   

10. EASEMENT(S). Authority reserves the right to maintain such easements on the Demised Premises as may now or in the future be determined to be necessary to serve the needs of the Port, and Lessee agrees to take the Demised Premises subject to said easement requirements. Such easements may be used for, among other things, ingress and egress for other Lessees, the installation of water distribution, sewage collection, underground electrical and telephone conduits, above ground street lighting and power poles. However, it is understood and agreed that Authority will restore any improvements which Lessee has made, if such improvements are damaged by any installation made by Authority. Furthermore, Authority shall take reasonable steps to insure that any such installation be the least disruptive to Lessee’s operations.

    
    

11. UTILITIES. Lessee shall arrange for and pay for all utilities to the Demised Premises, including initial deposits and other similar charges required by the various utility companies or

    utility systems for commencing service and for providing service (including, but not limited to, electrical consumption related to high voltage, portable or semiportable high voltage equipment, etc.) throughout the duration or term of this Lease.

    
    

12. COMMON AREAS. Subject to the restrictions set forth in the paragraph of this Lease entitled “Security,” Lessee and its employees and customers will have the nonexclusive right during the term of this Lease to use the parking areas, streets, driveways, aisles, sidewalks, curbs, delivery passages, loading areas, lighting facilities, and all other areas designated by the Authority from time to time, for use by any tenants of the Port (collectively, the “Common Areas”), in common with the Authority, other tenants of the Port, and other persons designated by the Authority.

    
    

13. MAINTENANCE. The Lessee shall cause all improvements, including the Cargo Pad, to be duly maintained and kept in good operating condition throughout the duration or term of this Lease. The Lessee shall also maintain the Demised Premises and any improvements, including the Cargo Pad to be kept in a safe, tenantable and workable condition, including but not limited to the making of any repairs or replacement necessary to the Demised Premises due to damage done by any act of God, natural disaster, or Event of Default, negligence or omission of Lessee, its agents, employees, invitees, patrons, servants or any other persons whomsoever under the control of Lessee. The Authority may, in its sole discretion, conduct annual inspections for the purpose of identifying whether the Demised Premises and improvements are being kept in a safe, tenantable and workable condition, but the Authority has no maintenance, repair or replacement responsibilities for the Demised Premises or any improvements thereon.

    
    

14. GUARANTEED WHARFAGE. Regardless of the amount of commodities or other products subject to wharfage, and in order to maintain its exclusive rights to the Cargo Pad hereunder, the Lessee guarantees that the amount of said wharfage to be paid by the Lessee to the Authority shall be based upon at least the following:

    
    

    Year 1: 120,000 short tons placed upon the Cargo Pad Year 2: 130,000 short tons placed upon the Cargo Pad Year 3: 135,000 short tons placed upon the Cargo Pad Year 4: 140,000 short tons placed upon the Cargo Pad Year 5: 150,000 short tons placed upon the Cargo Pad

    Year 6 through 11: 150,000 short tons placed upon the Cargo Pad

    In the event that there is a disruption in the scrap metal business, Lessee, with Authority approval, may utilize the cargo pad for other commodities and such commodities short tons on the cargo pad will count toward Lessee’s guaranteed wharfage. Upon the expiration of each of the Port’s fiscal years throughout the duration or term of this Lease, an accounting shall be made as to the actual amount of wharfage charged by the Authority and paid by the Lessee for commodities for each particular year, and the Lessee shall pay at the rate set forth in the then current Port Manatee Tariff within thirty (30) days thereafter any difference remaining due between the amount of said

    commodity wharfage actually paid and the amount of the guaranteed commodity wharfage for that particular year.

    
    

    Lessee’s failure to meet the minimum guaranteed wharfage for any fiscal year will not be considered a breach of this Lease by Lessee but will permit the Authority to permanently terminate Lessee’s exclusive rights to the cargo pad. Lessee shall have the option to pay the entire shortfall to the Authority within thirty (30) days after the fiscal year ends and thereby avert such permanent termination of its exclusivity rights.

    
    

15. WHARFAGE RATES. The Lessee shall pay the Authority the wharfage rate for scrap metal in the then current Port Manatee Tariff No. 3.

    
    

    The Authority may request to audit Lessee’s books and records and Lessee shall make its books and records available to the Authority with reasonable accommodations for examination and audit of extractions from such books and records during daytime business hours at Lessee’s office.

    
    

16. TRUCK SCALES. The truck scale within the cargo pad footprint can only be used for the scrap metal or any other new business developed by Lessee in Zone A. All other trucks arriving at or departing from Port Manatee must utilize the Port Manatee scales. For trucks utilizing the Port Manatee scales, each such truck will be weighed empty of cargo at times and with a frequency consistent with Lessee’s normal business practices and will be weighed loaded with cargo as the truck enters/departs Port Manatee. Lessee shall pay to the Authority the rates provided in the then current Port Manatee Tariff.

    
    

17. TARIFF. To the extent the rates, rules, and regulations of the Authority set forth in the then current Port Manatee Tariff are not in conflict with or in degradation of the terms and conditions of this Lease, Lessee, throughout the term of this Lease shall abide by and comply with all of the rates, rules, and regulations of the Authority set forth in the then current Port Manatee Tariff as published by the Authority. The covenant by Lessee to abide by and comply with the Port Manatee Tariff was a material inducement for the Authority to enter into this Lease constituting substantial consideration to the Authority for this Lease, and any failure by Lessee to fully abide by and comply with the then current Port Manatee Tariff, may at the option of the Authority constitute an Event of Default by Lessee entitling the Authority to exercise any or more of the remedies set forth in the paragraph of this Lease entitled “Events of Default.” Lessee acknowledges receipt from the Authority of a copy of the current Port Manatee Tariff.

    
    

18. EXCLUSIVE RIGHTS. Except as otherwise provided in this Lease and provided that no default by Lessee hereunder has occurred and is continuing, the Authority agrees that, during the Term, Lessee shall have exclusive rights to the cargo pad at Port Manatee for the storage of scrap metal and other new dry bulk cargos (with Authority approval).

    If a Federal Marine Commission (“FMC”) complaint is filed or investigation is conducted related to Lessee’s grant of exclusive rights to the cargo pad, Lessee acknowledges and agrees that the Authority has and shall have no obligation or liability whatsoever to Lessee or to anyone bringing the FMC complaint. Further, Lessee shall defend, indemnify and hold the Authority, its officers, directors, employees and agents harmless respecting such actions, claims, awards, damages and costs relating thereto. This obligation to defend, indemnify, and hold harmless shall survive the termination of this Lease and shall continue in full force and effect so long as the possibility exists of any FMC liability or claim against the Authority and attributable to the grant of exclusivity to Lessee.

    
    

19. ENVIRONMENTAL MATTERS. Lessee shall comply with all federal, state, regional, county and local government laws, statutes, ordinances, rules and regulations applicable to its activities and operations on the Demised Premises, including but not limited to, the Port Manatee Master Plan, the Memorandum of Agreement for Land Use Controls between the Authority and the Florida Department of Environmental Protection dated May 12, 2014, agency agreements, rules and regulations of general application at Port Manatee, adopted by the Authority, which are not in degradation of any rights granted to Lessee under the terms of this Lease (“Laws”). Lessee must not allow, cause, condone, license, permit, or sanction any activities, conduct, or operations on the Demised Premises that enable or result in any contaminants, hazardous materials or substances, pollutants, toxic materials, per- and polyfluoroalkyl substances (PFAS) or substances or other waste (hereinafter collectively referred to as “substances”) to be accumulated, deposited, placed, released, spilled, stored, or used upon or under any portion of Demised Premises contrary to or in violation of any of said Laws.

    
    

    1. The Authority has the right at any time to examine or inspect the Demised Premises for any reason, including, but not limited to, performing an Environmental Site Assessment and determining the existence of said substances. Such inspections shall take place during the normal business hours of Lessee with reasonable notice to Lessee and at no cost or expense to Lessee. Lessee shall fully cooperate in the performance of such Environmental Site Assessments and inspections. Lessee agrees not to store or place or use any PFAS at the Demised Premises.

       
       

    2. Lessee shall immediately notify the Authority of any accumulation, deposit, placement, release, spill, storage, or use of any of said substances upon or under the Demise Premises. Such notification will be in addition to and will not replace any notice required by Laws.

       
       

    3. Throughout the term of this Lease, Lessee shall not use, generate, release, discharge, store, dispose, or transport any substances in, under, in, above, to, or from the Demised Premises in any manner other than in strict compliance with all Laws. If Lessee’s activities at the Demised Premises or Lessee’s use of the Demised Premises (a) result in a release of substances that are not in compliance with Laws or permits issued thereunder;

       (b) gives rise to any claim or requires a response under applicable laws or permits issued

       thereunder; (c) causes a significant public health effect; or (d) creates a nuisance, then Lessee shall, at is sole cost and expense: (i) immediately provide verbal notice thereof to the Authority as well as notice to the Authority in the manner required by this Lease, which notice must identify the substances involved and the emergency procedures taken or to be taken to remove and abate the condition; and (ii) promptly take all action in response to such situation required by applicable laws, provided that Lessee shall first obtain the Authority’s approval of the non-emergency remediation plan to be undertaken, which plan must be to the satisfaction of the Authority in its reasonable discretion.

       
       

    4. In the event any federal, state, regional, county, or local governments governmental authority with jurisdiction to enforce or regulate the construction and operation of the facilities of Lessee determines that there is any significant or substantial deviation from the conditions, restrictions, and limitations set forth above or any provisions of applicable Law (hereinafter referred to as “Violation”), the Authority shall have the right, upon providing due notice to Lessee, to require a hearing before the Authority for the purpose of determining the cause and extent of the Violation and to issue a notice to Lessee to correct such Violation within thirty (30) days or within such period of time as may be reasonable under the circumstances, such period of time to be determined by the Authority. In the event Lessee fails to correct the Violation within the period determined by the Authority, then and in that event, the Authority shall have the right to terminate the operation of any such facilities by Lessee until such Violation has been corrected or take such lawful action as may be appropriate under the circumstances.

       
       

    5. If Lessee fails to promptly take action to contain, remove or remediate, as appropriate, the substances or correct the Violation in accordance with subsection D. above, then the Authority will be entitled to take all actions that it deems appropriate to contain, remove or remediate the Violation or the substances released in a manner that is not in compliance with Laws, at Lessee’s sole expense and Lessee shall immediately reimburse the Authority for all such reasonable expenses due upon demand. In the event that the Authority has reasonable evidence that substances were used, generated, released, discharged, stored or disposed by Lessee at the Demised Premises in violation of Laws, the Authority will have the right to perform or cause to be performed environmental audits of the property, at Lessee’s expense, in and around the Demised Premises to determine whether any violation of applicable laws occurred. Lessee shall fully cooperate in the performance of such environmental audits.

       
       

    6. During a time period between 60 and 90 days prior to the expiration of the term of this Lease, the Authority shall have the right, in its sole discretion, to cause an environmental assessment, audit, or survey to be conducted or made of the Demised Premises by a competent qualified environmental consultant or engineer on substantially the same basis and using the same criteria as any Environmental Site Assessment carried out under subparagraph A above, identifying the existence and the levels or quantities of any of the above mentioned substances on or under any portion of the Demised Premises (“Lease End Assessment”). A copy of any Lease End Assessment obtained by the

       Authority pursuant to the provisions of this subparagraph must be immediately furnished to Lessee. If the Lease End Assessment demonstrates any the environmental condition or worsening of an existing environmental condition of the Demised Premises attributable to Lessee, Lessee shall cause any necessary action to be immediately taken to remediate such condition. After the expiration of the Lease term, unless otherwise agreed by the Authority and Lessee, Lessee will be deemed to be “holding over” until the remediation has been completed to the satisfaction of the Authority or any applicable regulatory agency. Lessee shall pay to the Authority rent in accordance with the paragraph of this Lease entitled “No Holding Over,” together with any applicable Florida sales taxes, for each and every month during the time Lessee is holding over due to required remediation. Lessee shall not conduct any activities or operations upon the Demised Premises during the time this remediation of the Demised Premises is being completed to the extent required by the applicable regulatory agencies without the express written consent of the Authority.

       
       

    7. The remedies granted to the Authority in this Lease are in addition to all other remedies which may be available to the Authority under the laws of the United States and the State of Florida and nothing in this Lease will be construed as limiting the remedies of the Authority or any federal, state, regional, county, or local government governmental authority with jurisdiction to regulate the construction and operation of the facilities.

       
       

    8. Nothing in this Lease will be construed to impair or limit the lawful rights of Lessee to challenge or contest any such Laws.

       
       

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

    
    

21. RELATIONSHIP BETWEEN THE PARTIES. The Authority is not exercising any dominion, control or supervision over the activities and operations of Lessee upon the Demised Premises, and the only interest the Authority has in and to activities and operations is as the lessor or landlord of the Demised Premises pursuant to the provisions of this Lease and as the owner and operator of Port Manatee pursuant to the provisions of the then current Port Manatee Tariff. The

    Authority and Lessee disclaim any intention to create a joint venture, partnership or agency relationship.

    
    

22. ASSIGNMENT OR SUBLETTING. The Lease is binding upon and will inure to the benefit of the Parties and their respective successors and assigns. However, this Lease may not be assigned and no portion of the Demised Premises may be sublet by Lessee without the express written approval of the Authority. The Authority will not arbitrarily delay or refuse to permit such an assignment if Lessee furnishes evidence satisfactory to the Authority that the assignee has financial resources to secure the performance of the terms and conditions of this Lease, which are at least equal to those of Lessee. The Authority will not arbitrarily delay or refuse to permit subletting providing that Lessee always remains liable to the Authority for carrying out the terms and conditions of this Lease and further providing that Lessee provide the Authority with a duly executed copy of any such sublease. Approval of any assignment will be set forth in a written addendum or supplement to this Lease executed with the same formality as the execution of this Lease. Approval of any sublease will be set forth in a written Resolution of the Authority. Lessee may not assign, pledge, or otherwise transfer, as and for any other purposes, collateral security, in connection with any financing or refinancing this Lease or the improvements.

    
    

23. LESSEE’S INSURANCE. During the term of the Lease, Lessee shall provide, pay for, and maintain with insurance companies having at least an A.M. Best rating of A-/VIII or better and satisfactory to the Authority, the following types of insurance described in this Lease:

    
    

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

       
       

    2. The Authority must be included as an Additional Insured on Lessee’s Commercial General Liability, Umbrella Liability, and Business Automobile Liability policies and provide the “Severability of Interest” provision (a/k/a “Separation of Insured’s” provision).

       
       

    3. Lessee shall deliver to the Authority, within 5 days of execution of this Lease and prior to possessing the Demised Premises, properly executed “Certificate(s) of Insurance,” setting forth the insurance coverage and limits required in this Lease. The Certificates must be signed by the authorized representative of the insurance company(s) shown on the Certificate of Insurance. In the event of a claim, certified, true, and exact copies of the insurance policies required in this Lease must be provided to the Authority, if requested by the Authority.

       
       

    4. Lessee shall take immediate steps to make up any impairment to any Aggregate Policy Limit upon notification of the impairment.

       
       

    5. Lessee authorizes the Authority and its insurance consultant to confirm all information furnished to the Authority with Lessee's insurance agents, brokers, surety, and insurance carriers.

    6. All insurance coverage of Lessee will be primary to any insurance or self-insurance program carried by the Authority. The Authority’s insurance or self-insurance programs or coverage must not be contributory with any insurance required of Lessee in this Lease.

       
       

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

       
       

    8. No work or occupancy of the Demised Premises may commence unless and until the required Certificate(s) of Insurance are in effect.

       
       

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

       
       

    10. The Authority and its tenants may continue to operate their businesses on the Authority’s premises during the activities of Lessee. No property used in connection with their activities may be considered by Lessee’s insurance company as being in the care, custody, or control of Lessee.

        
        

    11. Should any of the required insurances specified in this Lease provide for a deductible, self-insured retention, self-insured amount, or any scheme other than a fully insured program, Lessee shall be fully responsible for the deductible, self-insured retention, self-insured amount or any other amounts not payable by Lessee’s insurers.

        
        

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

        
        

    13. Renewal Certificate(s) of Insurance must be provided to the Authority at least ten

        (10) days prior to expiration of current coverage.

        
        

    14. If Lessee fails to provide or maintain the insurance coverage required in this Lease at any time during the term of the Lease, the Authority may terminate or suspend this Lease.

        
        

    15. If Lessee utilizes contractors or sub-contractors to perform any work on the Authority property, Lessee will ensure all contractors and sub-contractors maintain the same types and amounts of insurance required of Lessee. In addition, Lessee will ensure that the contractors and sub-contractors insurances comply with all of the insurance requirements specified for Lessee contained within this Lease. Lessee shall obtain Certificates of Insurance comparable

        to those required of Lessee from all contractors and sub-contractors. Such Certificates of Insurances must be presented to the Authority upon request.

        
        

    16. Accident Reports. Lessee shall immediately notify the Authority of any accidents involving Lessee’s staff, vehicles, or equipment that occur while Lessee is performing services under this Lease and result in personal injuries or damage to public or private property. In all such cases, oral notice must be provided within nine (9) hours of the accident and a written report must be provided to the Authority within five (5) business days of the accident. If any issues are unresolved at that time, a subsequent report shall be provided to the Authority within five (5) business days following the ultimate disposition of the case. The oral and written reports shall include the date and time of the event, a description of the event, an estimate of the damages and injuries (if any) caused by the event, and a description of how the event and any associated damages and injuries were handled or will be handled.

        
        

        SPECIFIC INSURANCE COVERAGE AND LIMITS:

        
        

    17. All requirements in this Section must be complied with in full by Lessee unless excused from compliance in writing by the Authority.

        
        

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

        
        

        1. Workers’ Compensation and Employers’ Liability Insurance must be maintained in force during the term of this Lease for all employees engaged in this work under this Lease, in accordance with the laws of the State of Florida. The minimum acceptable limits are:

           
           

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

           $1,000,000.00 Limit Disease Aggregate

           $1,000,000.00 Limit Disease Each Employee When applicable, the policy must be endorsed to include the Longshore and Harbor Worker's Compensation Act and/or Maritime Coverage Endorsement (Jones Act Endorsement).

           • Longshore & Harbor Worker’s Compensation Act Endorsement - When work will be performed on or over navigable waterways, a Longshore and Harbor Workers Endorsement must be provided to cover the employees’ wages, transportation, maintenance and cure, in accordance with applicable laws.

           • Maritime Coverage Endorsement (Jones Act) - When Operations are to be performed upon navigable waterways and barges, Tug Boats, and all other vessels on the ocean and all intra-coastal rivers and canals, as

             well as drivers, divers, and underwater personnel are utilized, a Maritime Coverage Endorsement must be provided to cover the seamen, masters and members of a crew in accordance with applicable laws, providing remedy for damage or injury in the course of employment.

             
             

        2. Commercial General Liability Insurance must be maintained by Lessee on the Full Occurrence Form. Coverage must include but not be limited to Premises and Operations, Personal Injury, Contractual for this Lease, Independent Contractors. Limits of coverage are not be less than:

           
           

           Bodily Injury & $5,000,000.00 Combined Single Limit each

           Property Damage Liability Occurrence and aggregate

           
           

           The use of an Excess and/or Umbrella policy is acceptable if the level of protection provided by the Excess and/or Umbrella policy is no less restrictive then the Primary General Liability policy.

           
           

        3. Business Automobile Liability Insurance must be maintained by Lessee as to ownership, maintenance, use, loading and unloading of all owned, non-owned, leased, or hired vehicles with limits of not less than:

           
           

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

           
           

           or

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

           
           

           If Lessee does not own automobiles, Lessee’s Commercial General Liability policy referenced in subsection 2 above must be endorsed to provide “Non Owned and Hired Automobile Liability” coverage.

           
           

        4. Terminal Operators Legal Liability Insurance must be maintained by Lessee that provides coverage for damage or loss to cargo while in the care, custody or control of Lessee, with limits of not less than $5,000,000.

           
           

           If Lessee constructs, installs or locates upon the Demised Premises any improvements, then Lessee shall maintain the following:

           
           

        5. Professional Liability Insurance Lessee shall require all firms providing Professional services, including any architects and engineers, to carry professional liability insurance with coverage limits and terms that are commensurate with the nature and value of the services provided and the subject matter of their work (with limits of not less than $2,000,000) and such insurance must be maintained by Lessee for a minimum of four (4) years following the termination of this agreement that will

           respond to any claims arising out of any architectural and engineering services associated with this Lease.

           
           

        6. Builders Risk Insurance must be maintained by Lessee. Coverage should be provided on an “All Risk” basis to include the perils of Flood and Wind. Coverage must extend to all materials stored at the construction site that is intended to be included in the completed structure. Coverage should be provided on a “Completed Value’ basis. The minimum acceptable limits for this coverage shall the Full Replacement Value of the completed structure.

           
           

24. ACCESS. Subject to the restrictions set forth in the paragraph entitled “Security” in this Lease, the Authority grants Lessee a continuous (24 hours per day, 7 days a week) right of ingress and egress through Port Manatee to the Demised Premises. The Authority shall have free access to the Demised Premises at reasonable times and hours for the purpose of examination and inspection of the Demised Premises and all improvements located on the Demised Premises and for conducting the routine business and operations at Port Manatee.

    
    

25. SECURITY. The Authority is subject to minimum standards, procedures and requirements imposed by federal and state laws and regulations, rules, policies, and procedures in effect from time to time concerning security at Port Manatee, including the U.S. Maritime Transportation Security Act of 2002; Title 33, parts 101 and 105 of the U.S. Code of Federal Regulations; Chapter 311 of the Florida Statutes; and the security provisions of all tariffs in effect at Port Manatee, each as amended, supplemented, restated or otherwise modified from time to time, in connection with the security of Port Manatee as a seaport. Port Manatee consists of various facilities operated by the Authority and various facilities operated by lessees pursuant to leases with the Authority, and the security of facilities operated by the Authority and facilities operated by Lessee pursuant to this Lease are beneficial to both Parties necessitating that there be a degree of cooperation between the Authority and Lessee. Lessee shall comply with all of the provisions of the above-mentioned laws and regulations applicable to the Demised Premises and to the activities and operations of Lessee at Port Manatee.Parties

    
    

26. LESSEE’S COMPLIANCE. . Lessee shall comply with all applicable Legal Requirements and shall promptly comply with all governmental orders and directives for the correction, prevention, and abatement of any violation of applicable Legal Requirements, in, upon, or connected with the Demised Premises, all at Lessee’s sole expense. Lessee warrants that all improvements or alterations of the Demised Premises made by Lessee or Lessee’s employees, agents or contractors, either prior to Lessee’s occupancy of the Demised Premises or during the term of this Lease, will comply with all applicable Legal Requirements. Lessee will procure at its own expense all permits and licenses required by the transaction of its business in the Demised Premises. In addition, Lessee warrants that its use of the Demised Premises will be in strict compliance with all applicable Legal Requirements. During the term of this Lease, Lessee shall, at its sole cost and expense, make any modifications to the Demised Premises that may be required pursuant to any applicable Legal Requirements, now in force during the term of this Lease or which may hereinafter be in force. To the extent Lessee receives any notices of violations of any

    permit or applicable Legal Requirements issued by any governmental authority relating to the construction of the improvements, leasing of the Demised Premises, or the operations at the Demised Premises or concerning its other activities under this Lease (“Citation”), Lessee shall promptly respond to the Citation. Lessee shall provide notice and a copy of each Citation to the Authority promptly after the Citation is received by Lessee. Thereafter, Lessee shall keep the Authority informed on the ongoing status of Lessee’s efforts to address the Citation and Lessee shall provide notice to the Authority when the Citation has been satisfactorily resolved. Lessee shall pay all costs of investigating and responding to a Citation, all costs of correcting deficiencies and achieving compliance with applicable Legal Requirements, and all fines assessed as a result of Lessee's non-compliance.

    
    

27. PUBLIC RECORDS. All comments, papers, letters, maps, books, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristic, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by the Authority are public records of the Authority in accordance with the Florida Constitution and Florida Statutes. Every person has the right to examine, inspect, and copy any such public records not specifically made exempt by provisions of the Florida Statutes. Any financial or proprietary information relating to the Lessee transmitted by the Lessee to the Authority may be a public record subject to disclosure to a requesting third person (not a party to this Lease). If the Authority receives a request by a third party for the disclosure of any such public records relating to the Lessee, the Authority shall immediately notify the Lessee of said request. The Authority will comply with said request to the extent required by law, unless the Lessee institutes an appropriate legal proceeding or suit against the Authority and/or the third person to restrain or otherwise prevent the particular public records' disclosure. If the Lessee institutes any such legal proceeding or suit and the Authority incurs any attorneys' fees, costs, damages, or penalties in connection with or because of the legal proceeding or suit, the Lessee shall pay to the Authority an amount equal to the total amount of said attorneys' fees, costs, damages, or penalties.

    
    

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

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

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

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

    4. meet all requirements where retained public records and transfer, at no cost, to the Authority, all public records in possession of the Lessee, upon termination or completion

    of the Lease and destroy any duplicate public records that are exempt or confidential, or exempt from public record disclosure requirements.

    
    

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

    
    

    IF THE LESSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE LESSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE AUTHORITY AT: TELEPHONE NUMBER: 941-722-6621; E-MAIL ADDRESS: RECORDSCUSTODIAN@SEAPORTMANATEE.ORG; MAILING ADDRESS: ATTN: RECORDS CUSTODIAN, 300 TAMPA BAY WAY, SUITE ONE, PALMETTO, FL 34221

    
    

28. EVENTS OF DEFAULT. Any of the following events constitute an "Event of Default" of this Lease by Lessee:

    
    

    1. If Lessee abandons or vacates the Demised Premises; or

       
       

    2. If the Rent, fees, charges, or other payments which Lessee agrees to pay or is obligated to pay hereunder are not received by the Authority within ten (10) business days after receipt of written notice of non-payment from the Authority; or

       
       

    3. If Lessee fails to observe, keep, or perform any of the terms, covenants, agreements, or conditions of this Lease for a period of ten (10) business days after receipt of written notice from the Authority; or

       
       

    4. If Lessee transfers substantial control of Lessee’s assets or Lessee’s business operations or activity to any other entity without prior written consent of the Authority, which will not be unreasonably withheld that is not otherwise provided by the paragraph of this Lease entitled “Assignment and Subletting”; or

       
       

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

       for the benefit of creditors; or

       
       

    6. If Lessee is adjudicated bankrupt; or

       
       

    7. If any act occurs which deprives Lessee permanently of the rights, powers, or privileges necessary for the proper conduct and operation of Lessee’s business; or

       
       

    8. Any lien, claim or other encumbrance which is filed against the Demised Premises is not removed or if the Authority is not adequately secured by bond or otherwise, within thirty

       (30) calendar days after Lessee has received notice thereof; or

       
       

       1. The discovery of any material misrepresentation or fraudulent statement made to the Authority in connection with any lease or other application or forms submitted to the Authority in connection with this Lease or the Demised Premises, following written notice by the Authority and a failure by Lessee to explain the matter to the Authority’s satisfaction within thirty (30) calendar days; or

          
          

       2. By or pursuant to, or under authority of any legislative act, resolution or rule or any order or decree of any court or governmental board, agency or officer having jurisdiction, a receiver, trustee, or liquidator must take possession or control of all or substantially all of the property of Lessee, and such possession or control continues in effect for a period of thirty (30) calendar days; or

          
          

       3. Any business is conducted, or service is performed, or product is sold from the Demised Premises that is not specifically authorized by this Lease, and such activity does not cease within ten (10) calendar days after receipt of written notice to that effect; or

          
          

       4. If at any time Lessee uses or permits the Demised Premises to be used for any purpose which has not been authorized by this Lease; or

          
          

       5. If Lessee uses or permits the use of the Demised Premises in violation of any Legal Requirements (including, but not limited to, environmental laws); or

          
          

       6. If Lessee attempts to or does mortgage or pledge Lessee’s interest hereunder; or

          
          

       7. If Lessee’s interest under this Lease is being sold under execution or other legal process; or

       8. If Lessee’s interest under this Lease is being modified or altered by any unapproved assignment or unauthorized subletting, or by operation of law; or

          
          

       9. If any of the goods or chattels of Lessee used in, or incident to, the operation of Lessee’s business in the Demised Premises are being or have been seized, sequestered, or impounded by virtue of, or under authority of, any legal proceeding; or

          
          

       10. Lessee’s failure to comply with the material terms of all Port tariffs or the Authority rules and regulations and such failure continues for more than thirty (30) days after delivery of written notice of such Event of Default to Lessee by the Authority or the Authority’s agents; or

           
           

       11. Upon a lapse in coverage occurs with respect to any insurance required by this Lease or the Authority is not timely provided with any documentation required in this Lease with respect to such insurance;

       
       

       Then upon the occurrence of any Event of Default, or at any time thereafter during the continuance of the Event of Default, the Authority, by its Board, may, at its option, immediately terminate this Lease, and all rights of Lessee under this Lease. The Authority shall provide Lessee with notice of the effective termination date in writing. In the event of any such termination, Lessee and its sublessee(s) shall immediately quit and surrender the Demised Premises to the Authority and shall cease operations. In the event of any termination by the Authority, Lessee has no further rights under this Lease and further covenants and agrees to yield and deliver peaceably and promptly to the Authority, possession of the Demised Premises on the date of cessation of the letting, whether such cessation be by termination, expiration, or otherwise. The Authority, its agents, employees, and representatives have the right to enter the Demised Premises and remove all property, and to accelerate and declare immediately due and payable all unpaid rents, minimum guaranteed payments due under this Lease, and other sums required to be paid under this Lease. In addition, Lessee is liable for all damages incurred by the Authority in connection with Lessee’s default or the termination of this Lease upon such an Event of Default, including without limitation, all direct damages, such as collection costs and reasonable attorney’s fees, as well as indirect, consequential, and all other damages whatsoever. The exercise by the Authority of any right of termination will be without prejudice to and in addition to every other remedy at law or in equity. No remedy in this Lease conferred upon or reserved to the Authority is intended to be exclusive of any other remedy in this Lease provided or otherwise available, and each and every remedy will be cumulative.

       
       

29. HABITUAL DEFAULT. Notwithstanding the foregoing, in the event Lessee defaults in the performance of or breaches any of the terms, covenants and conditions required in this Lease to be kept and performed by Lessee two (2) or more times in two (2) consecutive months, and regardless of whether Lessee has cured each individual condition of breach or Event of Default, Lessee may be determined by the Authority to be a “habitual violator.” At the time that such determination is made, the Authority shall issue to Lessee a written notice advising of such determination and citing the circumstances of the determination. Such notice must also advise

    Lessee that there will be no further notice or grace periods to correct any subsequent breaches or Events of Default and that any subsequent breaches or Events of Default, of whatever nature, taken with all previous breaches and defaults, will be considered cumulative and collectively, constitute a condition of non-curable default and grounds for immediate termination of this Lease. In the event of any such subsequent breach or Event of Default, the Authority may terminate this Lease. The Authority shall provide written notice to Lessee of the effective termination date.

    
    

30. TERMINATION WITHOUT NOTICE. The occurrence of any of the following during the term of this Lease will immediately confer upon the Authority the right to terminate this Lease without notice, in its sole discretion upon the terms and conditions set forth below:

    
    

    1. If Lessee or an officer, director, executive, partner, or a shareholder, employee or agent who is active in the management of Lessee is found guilty or convicted of illegal conduct or activity (with or without an adjudication of guilt) as a result of a jury verdict, nonjury trial, entry of a plea of guilty or nolo contendere where the illegal conduct or activity (i) is considered to be a public entity crime as defined by Ch. 287, Florida Statutes, as amended, or (ii) is customarily considered to be a “white collar crime” or theft-related crime such as fraud, smuggling, bribery, embezzlement or misappropriation of funds, or (iii) involves an act of moral turpitude meaning conduct or acts that tend to degrade principals or owners in society or bring them into public hatred, contempt, scorn or ridicule, or that tends to shock, insult or offend the community or ridicule public morals or decency or harm the image of the Authority by virtue of its association with Lessee or

       (iv) results in a felony conviction. Lessee understands and agrees that neither the resignation nor the termination of the offending person does not impair the Authority’s right to terminate without notice under this Section; or

       
       

    2. Suspension or revocation of Lessee’s operations by a governmental unit or agency having jurisdiction over the Demised Premises and/or the business being conducted on the Demised Premises, regardless of the length of such suspension or revocation.

       
       

31. NO HOLDING OVER. Failure of Lessee to surrender the Demised Premises in accordance with the provisions of this Lease upon termination or expiration of this Lease, and the subsequent holding over by Lessee, with or without the consent of the Authority, will result in the creation of a tenancy at will at triple the Rent payable commencing at the time of the date of termination or expiration. This provision does not give Lessee any right to hold over at the termination or expiration of the term of this Lease and will not be deemed to be a renewal of the Lease term by operation of law or otherwise.

    
    

32. INSOLVENCY. If Lessee becomes insolvent or bankruptcy proceedings are begun by or against Lessee, and within thirty (30) days thereof, Lessee fails to secure a discharge thereof, or if Lessee should make an assignment for the benefit of creditors before the end of the term of this Lease, the Authority is irrevocably authorized, at its option, to terminate this Lease. The Authority may elect to accept rent and other required compensation from the receiver, trustee or other judicial

    officer during the term of their authority in their fiduciary capacity, without affecting the Authority’s rights under this Lease, but no receiver, trustee, or other judicial officer will have any right, title, or interest in the Demised Premises.

    
    

33. FEDERAL MARITIME COMMISSION REQUIREMENTS. The Authority shall comply with all approval or filing requirements relating to this Lease under federal laws or regulations administered by the Federal Maritime Commission and Lessee shall fully comply with all such approval or filing requirements relating to commercial carrier and/or marine terminal operator schedules. If it is determined by the Federal Maritime Commission or by either of the Parties that this Lease is subject to approval or filing requirements under federal laws or regulations administered by the Federal Maritime Commission, the Parties, in cooperation with each other, shall promptly comply with said requirements. If the activities and operations of Lessee at Port Manatee pursuant to the provisions of this Lease result in a determination by the Federal Maritime Commission that Lessee is a marine terminal operator and if the charges, fees, rates and other income received by Lessee from others in connection with the activities and operations of Lessee as a marine terminal operator are subject to approval or filing requirements under federal laws or regulations administered by the Federal Maritime Commission, Lessee will promptly comply with said requirements as a marine terminal operator including any required tariffs. If the Federal Maritime Commission by a duly entered order disapproves of any of the provisions of this Lease subject to the jurisdiction or regulations of the Federal Maritime Commission, the particular disapproved provisions will be deemed null and void and of no force and effect, with all of the remaining provisions of this Lease remaining in full force and effect.

    
    

34. INDEMNIFICATION. Regardless of whether or not there is any applicable insurance, Lessee agrees to assume liability for and indemnify, hold harmless, and defend and release the Authority and its Port Authority members, officers, agents and employees (collectively “Authority Indemnitee”) of, from, and against all liability and expense, including all fines, taxes, assessments, penalties, claims, suits, actions, demands, losses, damages, liabilities, remediation and response expenses, costs, and expenses (including, without limitation, reasonable attorneys’ fees, engineering fees and the costs and expense of appellate action, if any) (collectively, “Claims”), and causes of cations of every kind or character whatsoever in law or in equity, including claims for bodily or personal injury, loss of life, violation of Legal Requirements or Laws (including, without limitation, those matters described in the paragraph of this Lease entitled “Environmental Matters”), violation of grant requirements, property damage, relief, or loss of use, arising out of any occurrence in, upon, at, or about the Demised Premises or any part thereof caused in whole or in part, either directly or indirectly, by the act, omission, negligence, misconduct, or breach of this Lease by Lessee, its officers, employees, agents, representatives, contractors, subcontractors, licensees, invitees, or by any other person entering the Demised Premises under express or implied invitation of Lessee (“Lessee and Others”), or (2) a Lessee and Others use of the Demised Premises or improvements, or (3) to Lessee and Others operation at Port Manatee, except to the extent provided by law that any such loss or damage is caused in whole or in part by the negligence or willful misconduct of the Authority Indemnitee. Lessee’s obligations under this paragraph are not limited in amount, and specifically are not limited to the amount of any insurance. The indemnification set forth in this Lease must survive and continue in full force and effect and is not

    terminated, discharged or released in whole or in part after the date of termination or expiration of this Lease.

    
    

    1. This indemnification provision includes claims made by any employees of Lessee against the Authority, and Lessee hereby waives its entitlement, if any, to immunity under section 440.11, Florida Statutes. Nothing contained in this Lease and specifically this indemnification provision is intended to nor shall it be construed as an additional waiver of sovereign immunity beyond the expressed written contractual obligations of the Authority contained within this Lease. Excluded from the Authority’s indemnification obligation are any claims for which the Authority is immune from suit under the doctrine of sovereign immunity or for any amount of a claim exceeding the limitations of liability established by section 768.28, Florida Statutes. Nothing in this Lease may be construed as consent by the Authority to be sued by third Parties in any matter arising out of this Lease.

       
       

    2. Subject to the limitations set forth in this Section, Lessee shall assume control of the defense of any claim asserted by a third party against the Authority for which Lessee is obligated to indemnify, defend, and hold harmless the Authority under this Section and, in connection of such defense, shall appoint lead counsel in each case at Lessee’s expense. The Authority shall have the right, at its option, to participate in the defense of any third party claim, without relieving Lessee of any of its obligations hereunder. If Lessee assumes control of the defense of any third party claim in accordance with this Section, Lessee shall obtain the prior written consent (not to be unreasonably withheld, conditioned, or delayed) of the Authority before entering into any settlement of such claim. Notwithstanding anything to the contrary in this Section, Lessee shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by the Authority and all reasonable expenses, including experts’ fees, if (a) an adverse determination with respect to the third party claim would, in the good faith judgment of the Authority, be detrimental in any material respect to the Authority’s reputation; (b) the third party claim seeks an injunction or equitable relief against the Authority; or (c) Lessee has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith.

       
       

    3. The Parties recognize that Lessee is an independent contractor.

       
       

35. GOVERNMENTAL IMMUNITY. Nothing herein is intended to serve as a waiver of sovereign immunity by Authority nor shall anything included herein, be construed as consent by Authority to be sued by third Parties in any matter arising out of this Lease. Authority agrees to be fully responsible for the acts and omissions of its agents and employees to the extent permitted by law.

36. NOTICES. All notice(s) required by this Lease or by law shall be given in writing and shall be sent by registered or certified mail by depositing same in the United States Mail in the continental United States, postage prepaid, or by hand delivery or by overnight courier. Any notice mailed as provided hereunder, shall be deemed effective and served as of the date of the mailing. Any notice given by hand delivery or overnight courier shall be deemed effective and served as of the date of delivery. Authority and Lessee shall have the right, by giving written notice to the other, to change the address to which notice(s) are to be mailed or delivered. Until any such change is made, notice(s) shall be mailed or delivered to:

    
    

    FOR PORT: FOR LESSEE:

    
    

    Executive Director Geneal Manager

    300 Tampa Bay Way, Suite One 1705 Piney Point Rd, Lockbox #9R

    Palmetto, FL 34221 Palmetto, FL 34221

    (941) 722-6621 (941) 417-7953

    cbuqueras@seaportmanatee.com lkvapil@gc.logistec.com

    
    

    With a copy to: With a copy to:

    
    

    Port Counsel Vice President of Operations

    Bryant Miller Olive P.A. Logistec Gulf Coast LLC

    201 North Franklin Street, Suite 2700 1705 Piney Point Rd, Lockbox #9R Tampa, FL 33602 Palmetto, FL 34221

    (813) 272-6677 (941) 417-7953

    jcowan@bmolaw.com rcomeaux@gc.logistec.com

    
    

    Lessee shall be required to notify Authority, in writing, whenever there is a change in the address of Lessee (to the place) for which notice is to be sent (giving notice), as required herein. In the event Lessee fails to maintain a current address on record with the Authority as required herein, Authority shall be deemed to have notified Lessee by using the last known address on record and Authority shall not have any responsibility or obligation to investigate the validity of the address that Lessee has provided. As a result, Lessee agrees to hold Authority harmless and defend same for any action or occurrence or non-occurrence as a result of Lessee not receiving notice due to Lessee’s failure to update its address for notification.

    
    

37. LEASE ADMINISTRATION. The Authority hereby authorizes the Executive Director of Port Manatee, or his designee, to administer the terms and conditions of this lease on behalf of the Authority and to make all managerial decisions on behalf of the Authority as they relate to the provisions of this Lease.

38. AUTHORITY TO EXECUTE. Each of the Parties hereto covenants to the other party hereto that it has lawful authority to enter into this lease, that the governing body of each of the Parties has approved this lease and that the governing body of each of the Parties has authorized the execution of this lease in the manner hereinafter set forth.

    
    

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

    
    

40. GOVERNING LAW, JURISDICTION, AND VENUE. The enforcement of this Lease and the interpretation of all provisions contained herein shall be controlled and governed by the laws of the State of Florida. In the event of any dispute hereunder, the Parties agree that sole and exclusive jurisdiction for any dispute shall lie in the Circuit Court of the 12th Judicial Circuit in Manatee County, Florida. Sole and exclusive venue for any civil action or legal proceeding arising out of or relating to this Lease shall be in the Circuit Court of the 12 th Judicial Circuit in Manatee County, Florida.

    
    

    The Authority and Lessee recognize that this Lease involves relatively complex business transactions; that this Lease is lengthy and its terminology is technical in nature and thus may be especially susceptible to misinterpretation; and in the event of a dispute as to rights and obligations hereunder, a Judge rather than a jury would be the most efficient and qualified tr ier of fact. Accordingly, the Parties are each desirous of leaving their respective rights to a jury trial with respect to any litigation or other legal proceedings relating to or arising out of or in connection with this Lease or its subject matter as follows:

    
    

    EACH PARTY BY EXECUTION HEREOF DOES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE, FOR THEMSELVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, ANY RIGHT WHICH EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY LITIGATION, ACTION, SUIT, OR PROCEEEDING WHETHER AT LAW OR INEQUITY BASED ON THIS LEASE, ANY AMENDMENT OR ADDITION TO THIS LEASE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY OR THEIR RESPECTIVE BOARD MEMBERS, OFFICERS, PRINCIPALS, EMPLOYEES, AGENTS OR REPRESENTATIVES IN CONNECTION HEREWITH, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. NEITHER PARTY SHALL SEEK TO CONSOLIDATE ANY LITIGATION, ACTION, SUIT OR PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THIS PROVISION IS MATERIAL AND MUTUAL INDUCEMENT TO ENTERING INTO THIS LEASE.

41. ATTORNEYS FEES. If any legal action or other proceedings (judicial or otherwise), including but not limited to any trial proceeding or appellate proceeding, are brought for the enforcement of this Lease, or because of any dispute, breach, default or misrepresentation in connection with any provision of this Lease, the successful or prevailing Party shall be entitled to recover all costs incurred, including pre-suit costs, reasonable attorneys' fees and costs (at trial and on appeal).

    
    

42. AMENDMENTS. No modifications, amendments, or alterations in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same formality and of equal dignity as this Lease and executed by Authority and Lessee.

    
    

43. WAIVER AND DELAY. No waiver or delay in enforcing the terms of this Lease shall be construed as a waiver of any subsequent breach. No waiver of any portion of this Lease shall be effective unless it is in writing and signed by the party against whom it is asserted.

    
    

44. INTERPRETATION. The captions and headings contained in this Lease are for reference purposes only and will not affect the meaning or interpretation of this Lease. Whenever used in this Lease, the singular number will include the plural, the plural the singular, and the use of any gender will include all genders. The word including is to be construed without limitation unless otherwise expressly provided. References to specific law must be construed as including any and all laws, which subsequently amend, extend, consolidate, or replace the specific laws involved. References to specific standards, codes of practice, and/or guidelines must be construed as including any and all amendments, supplements, redrafts, and/or substitutes. This Lease is the product of mutual drafting, each party having been represented by or having the opportunity to be represented by counsel, and therefore shall not be construed against either party. This Lease, including all exhibits and addenda attached to this Lease, and other documents referenced in this Lease contain the complete Lease of the Parties for the Demised Premises. As used in this Lease, “business day” means any day that is not a Saturday, Sunday or a holiday recognized by Port Manatee in its Tariff.

    
    

45. NO THIRD PARTY BENEFICIARIES. Neither Authority nor Lessee intend to directly or indirectly benefit a third party by this Lease. Therefore, Authority and Lessee agree that this Lease does not and is not intended to confer any rights or remedies upon any person or entity other than Authority.

    
    

46. SEVERABILITY. In the event that any one or more of the provisions contained in this Lease shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect other provisions of this Lease.

    
    

47. EMINENT DOMAIN. If during the term of this Lease there is any taking of any portion of the Demised Premises by eminent domain or condemnation that materially affects the demised property for the development, construction or operation of Lessee, in accordance with the paragraph of this Lease entitled “Purpose,” in the Authority’s reasonable determination, Lessee

    may terminate this Lease whereupon the Parties will be relieved from further liability under this Lease. Prior to any termination of Lease, the Authority will endeavor to provide facilities and acreage equivalent in size, value, and utility to the portion of the Demised Premises taken by eminent domain or condemnation. The Authority will be entitled to any compensation awarded for any taking, whether for the whole or a portion of the Demised Premises, for the Authority’s fee simple title interest and future rent loss. Lessee will be entitled to any compensation awarded for any taking, whether for the whole or a portion of the Demised Premises, improvements installed by Lessee that were taken, for Lessee’s leasehold interest, Lessee’s moving expenses, and the value of Lessee’s trade fixtures.

    
    

48. FORCE MAJEURE AND ABATEMENT OF PAYMENTS.

    
    

    1. The Parties stipulate that Force Majeure shall not include the novel coronavirus Covid-19 pandemic. Acts, events, incidents or occurrences which would constitute a breach or default by Lessee under the provisions of this Lease which happen or occur solely as a result of acts of God, natural disasters or other circumstances which Lessee could not have foreseen that happen or occur through no action, fault, inaction, negligence or other conduct by Lessee, its agents, contractors, employees, invitees, licensees, servants, or subcontractors will not be deemed a breach or default by Lessee of this Lease. Except to the extent set forth below, the provisions of this paragraph will not apply to acts, events, incidents or occurrences caused by business events, economic factors or market conditions affecting or impacting upon Lessee or the activities and operations of Lessee upon the Demised Premises. Notwithstanding the foregoing, Lessee shall immediately take every reasonable effort or step to cure, remove or restore the conditions caused by any such act, event, incident or occurrence so that the activities, facilities and operations of Lessee upon the Demised Premises are placed as nearly as practicable in the condition and at the level as same existed prior to any such act, event, incident or occurrence. Without limiting the generality of the foregoing, the following will be considered force majeure events under this Lease: The taking of the quarry and/or operations of Lessee’s source(s) of materials permitted to be brought into Port Manatee under this Lease for public or quasi-public use under any statute or decree or by right of eminent domain, by condemnation or by private purchase in lieu thereof by a body vested with the power of eminent domain, or by any governmental authority or person acting under governmental authority, or by expropriation, confiscation, nationalization or other similar event.

       
       

    2. If a special event of force majeure occurs, the Parties shall confer and agree upon the extent thereof, methods facilitation or removing such event and possible modifications to this Lease. If said matters are not agreed upon in writing within ninety (90) days after the date of such event, Lessee shall have the right to terminate this Lease without penalty upon Lessee giving the Authority written notice of said termination.

       
       

49. ENTIRE AGREEMENT. This Lease sets forth the entire agreement between the Parties as to the subject matter hereof and supersedes all previous written or oral negotiations, agreements, bids, and/or understandings. There are no understandings, representations, warranties, or agreements with respect to the subject matter hereof unless set forth explicitly in this Lease.

Remainder of this Page Intentionally Blank; Signature Pages Follow

IN WITNESS WHEREOF, the Parties have caused this Lease to be duly executed in duplicate, this the       day of                                   ("Effective Date").

ATTEST: ANGELINA "ANGEL" COLONNESO

Clerk of Court

By:                          

MANATEE COUNTY PORT AUTHORITY

By:                                _ Chairman

PORT AUTHORITY

lcC ,gflL..

LOGISTEC GULF COAST LLC

Printed Name

By: !Jlandy,_eonwaw.r,    _

Printed: Randy Comeaux

VvlTNESS #2: Title: VP Operation

EXHIBIT A

Sketch & Description Pon Manatee

Logistec Gulf Coast BulJ... BqmpmcJlt Lease Boundary

Section 6, Township 33 South, Range 18 East Manatee County, Florida

Legal Description

A porcel of lol1d lying ond being in the Southwest 1/4 of Section 6, Township J3 South, Ronge 11B East, Monotee County, Florido, being more porticulorly described os follows:

COMMENCE at a poi,it morking, the Southeast earner of \he Sou\heost 1/ 4 of Section 1, Township J3 South, Ronge 17 East, Monatee County, Florido; thence coincident with the E;ist boundary of the Southeast 1/4 of said Section 1, N 00·29•25" £ a djstorice of 1822.65 feet; thence departing said Eost boundary, S 1!9'30'19" E a distance of 717.85 lo the POINT OF BEGINNING; thence continue S 89"30' 19" E o distance of 564.77 feet; thence

'S 61'15'57" E ci distance of 60,BJ feet; thence S oo·oo·oo• W o di5tonoe. of 316.95 feet; t em:e S 89'57'28" W o distance at 6J5.6J feet; thence N OCTOO'OO" E. a distance of

361.16 feet to the POINT OF BEGINNING.

Con{oining Qll ar,eo of 226-313..15 squore (eel, 5.195 acres, more or less.

Legend

P.S.M. Pmle!IBion I Surveyor and Map[Jer

lB Licensed Busines,

PARID Pared ldl'Tll1ticat1on p r Man lc County Proparty Apprai:ror

CCR eni fied Comer Recnrd

*

ti Found Railro.id Spike

Certiliel'l Cprn.or Record

THIS IS NOT A SU(?VEY.

Stacy L Brown P.S.M. No. 6516 SufVTech Solutions, Inc. L.B. No. 7340

µ.J

5

L-

Ef

'>

. ,J

r.J}

1.)

2.)

3,)

Nol valid without the signature ond original raised seal of o rlarido Ucen ed Surveyor and Mapper.

The beoring structure for I.his survey ;,. bosed on a NAD 1983 Florido Stot.e Plone West lone, bMring of

N 00'29'25" E for the East Boundary cf the SE k. gf

Section 1-3.3S-17E.

THIS IS NOT A BOUNDARY SURVEY.

·uR.V YING I ODA 'f ITH

OMOR.RD\ : fECHNOLOGY

5HEET: I OF 3

..... "--

PROJECT NO.: 20150064

PHASE: 4

LAST FIELD DATE: N/A

,/

/

Sketch & Description Port Manatee

Logis1e.c Gulf Coast Bulk MIJHipmWilt Lease Boundary

Section 6, Township 33 South, Range 18 East

,.--- ---­

Manatee County, Florida

o·

1500·

3000·

L-      

c::===i

Scale: 1" = 1500'

4500'

l

THIS IS NOT A SURVEY

Northeast Corner

of lhe NE ¼ of

Section 1-33S-17E

CCR /f106114/---- t-------, ----.--- ..--

/

II

l

-:,:::::,

·-

Parent Parcel Soun ry

Port Monatee I

o· 4,

. -,-··I/ .,

i

---,    , f;r

-

-

e,'--,5) D

I

-=: ===-=. ,,,=,;,,.,,J,,,

r

C;, ·

RGEL 3

J

Point of Commeni:ement LEASE PARCEL

Southeost Comer of the SEr  

of Section 1 -33S-17E

Found Railroad Spike CCR #70676

Line Informotion

UNE    BEARING

L 1 N 00'29'26" E

L2 s 59·.:m·19· £

DISTANCE

1822.65'

717.85'

UR.VT- H . LUTI

fN• SUR. ' R.S A D lv\/\Pf'ER.S

10220 U..S. Highway B2 East, Tompo, FL JJ610

phone: (813)-62.1-4929, fo><c (81 J)-621-7194, LicensBd Business #7340 email: sbrown@survtechsolutions.com http://www.survtechsolutions.com

Drawing Nome: 20150064_45K SI-IEET: 2 OF 3

Sketch & Description

Port Manatee

Logistec Gulf Coast Bulk IiqtnpMMt Lease Boundary

Section 6, Township 33 South, Range- 18 East Manatee County, Florida

o· 100· 200·

,c.-..-:.■-r:-ll-■-=--■c-::==:::J

Scale: 1" = 100'

THIS IS NOT A SURVEY

300'

!

Point of Beginning LEASE PARCEL

L2.

S 89'30' 9" E 564.77'

s

Lease Parcel Total Acreage

226313.15 Square Feet

5.195 Acres

A f"ortion of PARID #: 2059700359

Port Authority Manatee County

-0

0-□

0

:z ii,' --··,,,. 8

[/)

s a9·51•2a•w 635.63'

Line Information

LJNE BEARING DISTANCE

L1 N 00·2s'2s· E 1822.65'

   L2          S  8.9'30' 19"  E            

PROJECT NO.: 20150064

PHASE: 4

LAST FIELD DATE: N/A

URVTE H . :1LUTI . fN SUR.VEY R.S D lv\/\f'f'ER.S

10220 U.S. Highwoy .92 East, Tampa, FL JJ610

phone: (813)-62.1-4929, fox.:. (813)-621-7194, Licensed Business #7340

email: sbrown@survtechsolutions.com http://www.survtechsolutions.com

Drawing Nome: 20150064_4SK SI-IEET: 3 OF J