A meeting of the Manatee County Port Authority will be held during a Board of County Commissioner’s meeting Tuesday, August 22, 2023, at 9:00 a.m., or as soon as is practicable, in the Patricia M. Glass Commission Chambers on the first floor of the County Administrative Center at 1112 Manatee Avenue West, Bradenton, Florida.

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

MANATEE COUNTY PORT AUTHORITY AGENDA

August 22, 2023

9:00 a.m.

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

CALL TO ORDER

Public Comments

1. Consent Agenda

   
   

2. Resolution for the Fiscal Year 2023-2024 Manatee County Port Authority Budget

Public Comments

Executive Director Comments Commissioner Comments

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

George Kruse, Chairman

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

Mike Rahn 3rd Vice-Chairman; Amanda Ballard, Member; Raymond Turner, Member; Kevin Van Ostenbridge, Member

August 22, 2023

1. CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes – June 15, 2023

      
      

   3. Budget Resolution

      
      

   4. Ratify & Reaffirm Budget Amendments

      
      

   5. Ratify & Reaffirm Berth Repairs

      
      

   6. Contract for Professional Lobbying Services Twenty-First Century Group

      
      

   7. First Amendment to the Agreement with Saab Technologies LTD

      
      

   8. RS&H Additional Design Effort for Components and Rework of the Hopper Belt

      
      

   9. Port Manatee and Agunsa Manatee Terminal, LLC Consolidated Lease

      
      

   10. Public Transportation Grant Agreement – Berth Rehab

RECOMMENDATION:

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

Total warrants (checks) for period reported 2,952,770.28

MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

PORT MANATEE INTERMODAL CENTER, THIRD FLOOR

1905 Intermodal Circle Palmetto, Florida

June 15, 2023

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

Present were:

George W. Kruse, Chairman

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

Kevin Van Ostenbridge

Absent was:

Vanessa Baugh

Also present were:

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

Dustin Peebles Accounting, Clerk of the Circuit Court Vicki Tessmer, Deputy Clerk, Clerk of the Circuit Court

Chairman Kruse called the meeting to order at 9:01 a.m.

AGENDA PA20230615DOC001

INVOCATION AND PLEDGE OF ALLEGIANCE

The Invocation was delivered by Chaplain Jeff Holton, Anchor House, followed by the Pledge of Allegiance.

INTRODUCTIONS

Members of the audience introduced themselves.

PUBLIC COMMENTS

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

1. PRESENTATION – CAPTAIN MICHAEL P. KAHLE, U.S. COAST GUARD SECTOR

   Carlos Buqueras, Executive Director, relayed the relationship the Port has with federal agencies.

   
   

   Captain Michael P. Kahle, U.S. Coast Guard Sector utilized a slide presentation to introduce the areas of responsibility for the St. Petersburg sector, organization, ships used, service divided in two hemispheres, operational elements of response and prevention, vessel inspections, water way management, response missions, Sector Commander Authorities of military and law enforcement which is unique among federal agencies, prevention functions focus on personnel, casualties, and property losses, minimizes security risk, marine safety and marine transportation management and aiding navigation, response functions include search and rescue, port waterways, coastal safety, maritime law enforcement, marine environmental protection, and defense readiness.

   
   

   Captain Kahle responded to questions regarding prevention of smuggling fentanyl into the port, and various methods they use to intercept drugs. Port employees often find issues prior

   
   

   to the Coast Guard due to unusual activity around the Port. He continued the slides to discuss Section St. Petersburg Subordinate Commands, response units, prevention units, Coast Guard Stations, and fast response cutters and patrol boats.

   
   

   Discussion ensued regarding appreciating the presentation.

   
   

   Mr. Buqueras commented on Port security officers working with the Coast Guard and keeping an eye out for unusual activity. PA20230615DOC002

   
   

2. PRESENTATION – CHRISTOPHER HAYES, U.S. CUSTOMS AND BORDER PROTECTION

   Christopher Hayes, U.S. Customs and Border Protection (CBP), utilized a slide presentation to review the CBP Mission, three priorities including securing borders, expediting movement of people, and goods, Office of Air and Marine, Office of Border Patrol, and Office of Field Operations, national operations, securing trade and travel using risk segmentation and gaining information regarding who and what is entering the U.S., risk analysis, not only concerned with Fentanyl, but with the chemicals and equipment used to manufacture it, multi-mode approach to detect items, there has been an uptake the past few years, and a proactive approach to protect the workforce.

   
   

   Discussion ensued regarding illegal imports and human trafficking, and crime organizations are coming in at smaller entry sites.

   
   

   Officer Hayes continued the slides to discuss partnerships with federal and local agencies, a typical day protecting 7,000 miles of border in the U.S., one million passengers per day, apprehend 1,000 people, four tons of drugs, $9 million worth of products, 500 people with national security concerns and over 4,000 pests at U.S. ports of entry throughout the U.S., there are not as many imports from China on the west coast of Florida, and most of the focus at Port Manatee is on agricultural products. Agricultural specialists are trained by the UNITED States Department of Agriculture to identify pests. He continued the slides to discuss the use of biometrics, mobile apps to expedite processing, continued expansion of trusted traveler programs, and leveraging public/private partnerships.

   
   

   	Discussion ensued regarding keeping the U.S. secure.	PA20230615DOC003
   3.	CONSENT AGENDA There being no public comments, Chairman Kruse closed public comments.	PA20230615DOC004

   
   

   Discussion ensued regarding the dredging contract (Item 3E) increased in dollars, due to a delay.

   
   

   Mr. Buqueras explained there are unknown conditions that can occur with dredging projects.

   
   

   David Sanford, Deputy Executive Director, explained the dredging contract was supplemented by going to Orion to assist the main contractor, to do additional work. They do not always know what they are going to encounter, and the primary issue is dealing with ships delayed at the berth, and the contractor not having access to the berth. The contract specifies the number of days and equipment needed, but situations occur. In this case the contractor was delayed due to the berth not being available.

   
   

   A motion was made by Member Van Ostenbridge, seconded by Member Ballard, and carried 6 to 0, with Member Baugh absent, to approve the Consent Agenda incorporating the language as stated in the recommended motions on the cover sheets for the Consent Agenda.

   
   

   1. WARRANT LIST

      Accepted Warrant Listing from May 10, 2023, to July 7, 2023 PA20230615DOC005

   2. MINUTES

      Approved the Minutes of May 23, 2023

   3. BUDGET AMENDMENT

      • Adopted Budget Resolution PA-23-18, budgeting $750,000 for the 2022 Port Security Grant Program (PSGP) (or 75 percent of project costs) by Homeland Security and $250,000 of Port cast (25 percent of project costs) for a Cyber Security Information Management System; and

      • Budgets a decrease of various completed Port capital improvement projects and transfers to Port case $47,659. Also decreases $11,567 of the PSGP revenue and expense budgets to close out the Access Control System and Security Radios project PA20230615DOC006

   4. ASSET DELETION

      Authorized removing assets as listed on the attached Asset Deletion, June 15, 2023, from the Fixed Assets Listing PA20230615DOC007

   5. RATIFY AND AFFIRM ORION MARINE CONSTRUCTION DREDGING

      Ratified and affirmed the fees paid to Orion Marine Construction Inc. for mechanical clamshell dredging within 25 feet of the Port’s berth walls in the amount of $217,000

      PA20230615DOC008

   6. RS&H ADDITIONAL DESIGN ANALYSIS FOR THE HOPPER AT BERTH 6

      Executed Professional Services Authorization (PSA) No. 23-05 to RS&H, Inc., in the amount of $34,718 for additional engineering analysis and design of a hopper at Berth 6, pending the approval of FDOT PA20230615DOC009

   7. AGREEMENT WITH SAAB TECHNOLOGIES LTD INC.

Executed the Information Management System Agreement between Saab Technologies Ltd. Inc. and the Manatee County Port Authority in the total amount of $1,000,000, which includes $99,000 contingency for additional cost/services requiring the approval of the Executive Director

(End Consent Agenda) PA20230615DOC010

PUBLIC COMMENT (continued)

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

EXECUTIVE DIRECTOR COMMENTS

Carlos Buqueras, Executive Director, used a slide presentation to review the following:

• Port Manatee Propeller club honored National Maritime Day on May 22, 2023

  
  

  Dan Fitzpatrick, Director of Planning and Project Development, SeaPort Manatee, joined the Florida Port’s Council in Washington D.C. to advocate for Florida Sea Ports and gain support from federal legislatures.

  
  

• Assisted in training Coast Guard Reservists regarding security training

• Hosted foreign dignitaries to Experience Tampa Bay

• FMT is now Logistec Terminals, terminal operators (stevedores)

• Perimeter security fencing maintenance is underway

• Container Yard being updated and expanded; the 25-acre project is 91 percent complete

• Maintenance dredging is being completed

• 2023 SeaPort Manatee trade numbers are up

• New marketing material is available

  
  

  ADJOURN

  There being no further business, Chairman Kruse adjourned the meeting at 10:08 a.m.

  Minutes Approved:         

  August 22, 2023

  
  

  CONSENT

  AGENDA ITEM 1. C: BUDGET RESOLUTION BACKGROUND:

  This resolution budgets the following:

  .

  • Decreases revenues by $944 and expenses by $943 to close out various completed projects.

    
    

  • Decreases $314 of the Port Capital Improvement expense to close out the completed Seaport Security Initiative project and transfer to Port cash.

    
    

  • Increase the Upland Cargo Grants capital projects revenue in the amount of $1,251 to align with grant revenue received and transfer $1,251 back to Port cash to close out the completed project.

ATTACHMENT:

Budget Resolution PA-23-23.

COST AND FUNDING SOURCE:

Transfers $1,565 to Port cash.

CONSEQUENCES IF DEFERRED:

Delay in budget allocations.

LEGAL COUNSEL REVIEW: N/A RECOMMENDATION:

Move to adopt Budget Resolution PA-23-23.

RESOLUTION PA-23-23 AMENDING THE ANNUAL BUDGET

FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2022-2023

WHEREAS, Sections 129.06 and 180.016, Florida Statutes, authorizes the Manatee County Port Authority to amend its budget for the current fiscal year as follows:

1. Appropriations for expenditures in any fund may be decreased and other appropriations in the same fund correspondingly increased, provided the total appropriations of the fund are not changed.

   
   

2. Appropriations from reserves may be made to increase the appropriation for any particular expense in the same fund, or to create an appropriation in the fund for any lawful purpose.

   
   

3. Unanticipated revenues, including increased receipts for enterprise or propriety funds, may be appropriated for their intended purpose, and may be transferred between funds to properly account for the unanticipated revenue.

NOW, THEREFORE, BE IT RESOLVED by the Manatee County Port Authority that the 2022-2023 budget is hereby amended in accordance with Section 129.06 and 180.016, Florida Statutes as described on the attached summary and specified in the budget adjustment batch files which are listed below:

ADOPTED with a quorum present and voting this the 22nd day of August 2023.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:                 

BUDGET AMENDMENT RESOLUTION NO. PA-23-23 AGENDA DATE: August 22, 2023

1. Fund: Port Capital Grants Section: Seaport Security Initiative

   Section: Mass Notification Alarm System Section: Access Control Update

   
   

   Description: Budgets a decrease of revenue in the amount of $944 and expenses of $943 to close out various capital grant projects.

   
   

   Batch ID: BAAL082223A Reference: BU23000600

   
   

2. Fund: Port Capital Improvements Section: Seaport Security Initiative

   
   

   Description: Budgets a decrease of revenue and expense in the amount of $314 to close out the Seaport Security Initiative project and transfer to Port cash.

   
   

   Batch ID: BAAL082223A Reference: BU23000600

   
   

3. Fund: Port Capital Grants

   Port Capital Improvements

   
   

   Section: Upland Cargo

   
   

   Description: Budgets an increase of $1,251 in grant revenue for the Upland Cargo Grants capital project and transfer $1,251 back to Port cash to close out the completed project.

   
   

   Batch ID: BAAL082223A/B Reference: BU23000600

   August 22, 2023

   
   

   CONSENT

   AGENDA ITEM 1.D: RATIFY & REAFFIRM BUDGET AMENDMENTS BACKGROUND:

   On May 23, 2023, the Authority approved Resolution No. PA-23-16 granting limited and temporary delegation of authority to the Executive Director during periods between authority meetings. During the recess, the Executive Director approved/executed the following:

   
   

   1. Budget Resolution PA-23-19 decreasing Berth 4 Improvements $135,000 and increasing Berth 6 Improvements the same amount for the design and construction services for the repair of the concrete deck. Also, budgeted $500,000 Port cash which will be offset by the lease revenue of the same amount for land improvements made on the 10-acre Bay Street North Parcel project.

      
      

   2. Budget Resolution PA-23-20 decreasing Berth 4 Improvements a total of $470,000 and increasing Berth 8 Improvements $400,000 and Berth 10 Improvements $70,000. Budget reallocations were necessary due to bulkhead grouting creating holes in the seawall along Berth 10 and Berth 8 erosion concerns.

      
      

   3. Budget Resolution PA-23-22 decreasing Berth 4 Improvements project in the amount of

$415,306 to align with the grant revenue.

ATTACHMENT:

1. Budget Resolution PA-23-19

2. Budget Resolution PA-23-20

3. Budget Resolution PA-23-22

COST AND FUNDING SOURCE:

1. Decrease Berth 4 Improvement and increase Berth 6 Improvement $135,000 of budgeted FDOT and Port Capital Improvement. Port cash of $500,000 budgeted for Bay Street North Parcel which will be offset by the same amount by lease revenue.

   
   

2. Decrease Berth 4 Improvement $470,000 and increase Berth 8 Improvement $400,000 and increase Berth 10 Improvements $70,000 of budgeted FDOT and Port Capital Improvement.

   
   

3. Decrease Berth 4 Improvements expense in the amount of $415,306 to align with the grant revenue.

CONSEQUENCES IF DEFERRED:

Delay in affirming items approved by the Executive Director during recess.

LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

Move to ratify and affirm Budget Resolution PA-23-19, Budget Resolution PA-23-20, and Budget Resolution PA-23-22.

BUDGET RESOLUTION-PA-23-19

BACKGROUND:

This resolution budgets for the following:

• Decreases Berth 4 Improvements project and increases Berth 6 Improvements project for the same amount of $135,000 for the design and construction administration services for the repair of the concrete deck at Berth 6.

  
  

• 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.

ATTACHMENT:

Resolution PA-23-19

COST AND FUNDING SOURCE:

Decreases $135,000 from Berth 4 Extension project and transferred to Berth 6 project. Port cash

$500,000.

CONSEQUENCES IF DEFERRED:

Delay in budget allocations.

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to adopt Budget Resolution PA-23-19

RESOLUTION PA-23-19 AMENDING THE ANNUAL BUDGET

FOR MANATEE COUNTY PORT AUTHORITY

WHEREAS, Sections 129.06 and 180.016, Florida Statutes, authorizes the Manatee County Port Authority to amend its budget for the current fiscal year as follows:

1. Appropriations for expenditures in any fund may be decreased and other appropriations in the same fund correspondingly increased, provided the total appropriations of the fund are not changed.

   
   

2. Appropriations from reserves may be made to increase the appropriation for any particular expense in the same fund, or to create an appropriation in the fund for any lawful purpose.

   
   

3. Unanticipated revenues, including increased receipts for enterprise or propriety funds, may be appropriated for their intended purpose, and may be transferred between funds to properly account for the unanticipated revenue.

NOW, THEREFORE, BE IT RESOLVED by the Manatee County Port Authority that the 2022-2023 budget is hereby amended in accordance with Section 129.06, Florida Statutes as described on the attached summary and specified in the budget adjustment batch files which are listed below:

Item No.

1

2

Batch ID No. BAAL071323A BAAL071323A

Reference No. BU23000543 BU23000545

MANATEE COUNTY PORT AUTHORITY

By:---------------

BUDGET AMENDMENT RESOLUTION NO. PA-23-19 AGENDA DATE: July 13, 2023

1. Fund:

   
   

   Section: Section:

   
   

   Description:

   
   

   Batch ID:

   
   

2. Fund:

Section:

Description:

Batch ID:

FDOT-75%

Port Cash - 25%

Berth 4 Improvements

Berth 6 Improvements

Decreases $135,000 in the Berth 4 Improvements project and increases the same for the Berth 6 Improvements project. This will allow for the repairs to the concrete deck at Berth 6.

BAAL071323A Reference: BU23000543

Port Cash

Bay Street North Parcel Improvements

Budgets $500,000 for land improvements to the 10-acre Bay Street North Parcel Improvements project.

BAAL071323A Reference: BU23000545

BUDGET RESOLlITION - PA-23-20

BACKGROUND:

This resolution budgets for the following:

• Decreases Berth 4 Improvements project and increases Berth 10 Improvements project for the same amount of $70,000 for bulkhead wall grouting of the shallow soils compromised by holes in the seawall along berth 10.

  
  

• Decreases Berth 4 Improvements project and increases Berth 8 Improvements project for the same amount of $400,000 for the design and construction to address Berth 8 erosion concerns.

ATTACIIM:ENT:

Resolution PA-23-20

COST AND FUNDING SOURCE:

Transfers $352,500 of budgeted FDOT, $39,487 Port cash, and $78,013 of budgeted Port State Infrastructure Bank Loan 2016 from the Berth 4 Improvements project to the Berth 8 and Berth 10 Improvement projects.

CONSEQUENCES IF DEFERRED:

Delay in budget allocations.

0•00 *

352,500•00 +

39,487• 0 +

78,01.3·00 +

03 •• • • • •• • • ••••

LEGAL COUNSEL REVIEW: NIA 470,000•00 *

RECOMMENDATION:

Move to adopt Budget Resolution PA-23-20

RESOLUTION PA-23-20 AMENDING THE ANNUAL BUDGET

FOR MANATEE COUNTY PORT AUTHORITY

WHEREAS, Sections 129.06 and 180.016, Florida Statutes, authorizes the Manatee County Port Authority to amend its budget for the current fiscal year as follows:

1. Appropriations for expenditures in any fund may be decreased and other appropriations in the same :fund correspondingly increased, provided the total appropriations of the :fund are not changed.

   
   

2. Appropriations from reserves may be made to increase the appropriation for any particular expense in the same :fund, or to create an appropriation in the fund for any lawful purpose.

   
   

3. Unanticipated revenues, including increased receipts for enterprise or propriety funds, may be appropriated for their intended purpose, and may be transferred between funds to properly account for the unanticipated revenue.

NOW, THEREFORE, BE IT RESOLVED by the Manatee County Port Authority that the 2022-2023 budget is hereby amended in accordance with Section 129.06, Florida Statutes as described on the attached summary and specified in the budget adjustment batch files which are listed below:

Item No.

1

2

Batch ID No. BAAL072023A BAAL072023A

Reference No. BU23000557 BU23000563

MANATEE COUNTY PORT AUTHORITY

By:--------------

BUDGET AMENDl\.1.ENT RESOLUTION NO. PA-23-20 AGENDA DATE: July 20, 2023

1. Fund:

   
   

   Section: Section:

   
   

   Description:

   
   

   Batch ID:

   
   

2. Fund:

Section: Section:

Description:

Batch ID:

FDOT-75%

Port Cash - 25%

Berth 4 Improvements

Berth 10 Improvements

Decreases $70,000 in the Berth 4 Improvements project and increases the same for the Berth 10 Improvements project. This will allow for the repairs to the bulkhead wall at Berth 10.

BAAL072023A Reference: BU23000557

Port Capital Improvements Port Capital Grants

Port State Infrastructure Bank Loan 2016

Berth 4 Improvements

Berth 8 Improvements

Decreases $400,000 in the Berth 4 Improvements project and increases the same for the Berth 8 Improvements project These costs will be for the design and construction of repairs to berth 8.

BAAL072023A Reference: BU23000563

BUDGET RESOLUTION - PA-23-22

BACKGROUND:

This resolution budgets for the following:

• Decreases Berth 4 Improvements project in the amount of$415,306 to align grant revenue.

ATTACHMENT:

Resolution PA-23-22

COST AND FUNDING SOURCE:

Berth 4 Improvements project budget decreased by $415,306.

CONSEQUENCES IF DEFERRED:

Delay in budget allocations.

LEGAL COUNSEL REVIEW: NIA

RECOMMENDATION:

Move to adopt Budget Resolution PA-23-22

RESOLUTION PA-23-22 AMENDING THE ANNUAL BUDGET

FOR MANATEE COUNTY PORT AUTHORITY

WHEREAS, Sections 129.06 and 180.016, Florida Statutes, authorizes the Manatee County Port Authority to amend its budget for the current fiscal year as follows:

1. Appropriations for expenditures in any fund may be decreased and other appropriations in the same fund correspondingly increased, provided the total appropriations of the fund are not changed.

   
   

2. Appropriations from reserves may be made to increase the appropriation for any particular expense in the same fund, or to create an appropriation in the fund for any lawful purpose.

   
   

3. Unanticipated revenues, including increased receipts for enterprise or propriety funds, may be appropriated for their intended purpose, and may be transferred between funds to properly account for the unanticipated revenue.

NOW, THEREFORE, BE IT RESOLVED by the Manatee County Port Authority that the 2022-2023 budget is hereby amended in accordance with Section 129.06, Florida Statutes as described on the attached summary and specified in the budget adjustment batch files which are listed below:

Item No.

1

Batch ID No. BAAL072523A

Reference No. BU23000577

MANATEE COUNTY PORT AUTHORITY

By:---------------

BUDGET AMENDMENT RESOLUTION NO. PA-23-22 AGENDA DATE: July 25, 2023

1. Fund:

   
   

   Section:

   
   

   Description:

   
   

   Batch ID:

   FDOT

   
   

   Berth 4 Improvements

   
   

   Decreases $415,306 in the Berth 4 Improvements project to align the revenue with the expense.

   
   

   BAAL072523A Reference: BU23000577

   August 22, 2023

   
   

   CONSENT

   AGENDA ITEM 1.E: RATIFY & REAFFIRM BERTH REPAIRS BACKGROUND:

   On May 23, 2023, the Authority approved Resolution No. PA-23-16 granting limited and temporary delegation of authority to the Executive Director during periods between authority meetings. During the recess, the Executive Director approved/executed the following:

   
   

   1. RS&H PSA 23-06 in the amount of $28,067 for the electrical design rework of a hopper at Berth 6.

      
      

   2. RS&H PSA 23-08 in the amount of $134,651 for the design and construction engineering services for Berth 6 concrete deck repair needed due to severe gouging. The repairs needed were determined to be time sensitive.

ATTACHMENT:

1. RS&H PSA 23-06

2. RS&H PSA 23-08

COST AND FUNDING SOURCE:

1. $21,050.25 FDOT and $7,016.75 Port cash

2. $100,988.25 FDOT and $33,662.75 Port cash

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in affirming items approved by the Executive Director during recess.

   
   

   LEGAL COUNSEL REVIEW: Yes

   
   

   RECOMMENDATION:

   
   

   Move to ratify and affirm PSA 23-06 and PSA 23-08.

   PROFESSIONAL SERVICES AUTHORIZATION (PSA) NO. 23-06

   
   

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

   
   

   RS&H, Inc.,

   
   

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

   
   

   Berth 6 Hopper

   
   

   The professional services and additional terms hereby authorized by the Authority and agreed to by the Consultant are set forth in the attached proposal dated June 14, 2023, for the above entitled project, facility or program.These professional services will be paid through FDOT Grant 02278 ("Grant"). The Consultant acknowledges it has received a copy of the Grant and will comply with the Grant's terms.

   
   

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

   
   

   I

   $28,067.00.

   DATED: 1/ 1'-( z,ot.-3

   I

   ---

   1

   Executive Director

   MANATEE COUNTY PORT AUTHORITY

   
   

   By:

   
   

   CONSULTANT �   

   By: L •

   
   

   CONTRACT MANAGER

   George Isiminger

   Senior Director of Engineering and Construction

   
   

   Grant Contract #: 02278

   
   

   Name, Title: Michael S. Dixon/ Vice President

   
   

   If applicable, the Authority has considered and hereby approves this Supplemental Professional Engineering Services Authorization with a quorum present and voting this 25th day of July, 2023.

   
   

   Attest:

        LA  

   I

   MANATEE COUNTY PORT AUTHORITY

   
   

   By:

   By:  

   
   

   >ff&

   Clerk of the Circuit Court Chairman

   SCOPE OF SERVICES

   Engineering Services

   For

   Hopper Repair Additional Design Effort for Electrical Design to Incorporate Motor Control Center (MCC) in lieu of i-Line Panel

   PORT MANATEE

   Manatee County, Florida

   
   

   PROJECT DESCRIPTION

   The intent of the overall project is to provide design and construction administration services for new 600-ton Hopper at Berth 6. RS&H, Inc. is the CONSULTANT and Manatee County Port Authority is the AUTHORITY as referenced in this scope of services.

   
   

   Additional Electrical Desjgn for MCC in lieu of i-Ljne Panel

   1. During the course of electrical design for the Hopper Expansion, the CONSULTANT, in coordination with the AUTHORITY, moved forward with design to utilize an i-Line panel in lieu of an MCC to save construction funds and time for acquiring the electrical equipment.

   2. After design was complete, the AUTHORITY directed the CONSULTANT to shift to the MCC as the firm that would utilize the Hopper requested this system due to familiarity and increased safety considerations for their staff.

   3. As this electrical engineering design was completed, additional fee to rework the design plans and specifications are needed to accommodate this shift from the i­ Line panel to the MCC.

   4. This supplemental agreement is electrical design, coordination with Martin Marietta, and cost estimate of an MCC power center for the Hopper expansion project.

   5. Estimate that this additional effort will take two (2) weeks to complete.

END SCOPE OF SERVICES

06/14/2023 Port Manatee - Hopper Expansion 2023

PROFESSIONAL SERVICES AUTHORIZATION (PSA) NO. 23-08

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

RS&H, Inc.,

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

Berth 6 Surface Repair

The professional services and additional terms hereby authorized by the Authority and agreed to by the Consultant are set forth in the attached proposal dated June 30, 2023, for the above entitled project, facility or program.These professional services will be paid through FDOT Grant G1946 & G2710 (“Grant”). The Consultant acknowledges it has received a copy of the Grant and will comply with the Grant’s terms.

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

$134,651.00.

DATED:

July 14, 2023

MANATEE COUNTY PORT AUTHORITY CONTRACT MANAGER

George Isiminger

CONSULTANT

By:               

Name, Title: _Michael S. Dixon / Vice President

By:                     Senior Director of Engineering Executive Director and Construction

Grant Contract #: G1946 & G2710

If applicable, the Authority has considered and hereby approves this Supplemental Professional Engineering Services Authorization with a quorum present and voting this 25th day of July, 2023.

Attest: MANATEE COUNTY PORT AUTHORITY

By:

N/A

By:

N/A

Clerk of the Circuit Court Chairman

SCOPE OF SERVICES

Engineering Services

For

Berth 6 Concrete Deck Repair

PORT MANATEE

Manatee County, Florida

PROJECT DESCRIPTION

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

SECTION 1 - APPLICABLE STANDAROS

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

• Manatee County applicable codes and standards.

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

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

SECTION 2 - ELECTRONIC FILES

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

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

SECTION 3- SCOPE OF PROFESSIONAL SERVICES

The CONSULTANT will perform scope as requested by the AUTHORITY for engineering services under the CONSULTANT continuing contract, dated June 16, 2020, with the AUTHORITY for the repair of the concrete deck surface of the Berth 6 pile supported marginal wharf. The deck is severely gouged by cargo handling operations, primarily due to the use of electromagnetic claws for scrap steel handling. Reinforcing steel has been ripped out and portions of the exposed steel have been removed. The CONSULTANT will provide all design documents to for a smooth durable surface. The scope of services cover design, bidding and construction phases and include all related professional services that are needed. The CONSULTANT will consider the viability of having the work performed in segments to minimize the impact on operations based on such factors as work times, cure times and stevedores' input.

The tasks set forth in the Basic Services as listed in Section 3 of this Scope of Services are used to apportion the total man hours required to prepare the complete design and construction documents for this project across the various tasks. Some very minor tasks that are required may not be listed but are considered to be included in this Scope of Services.

Upon receipt of the AUTHORITY's purchase order, the CONSULTANT shall begin performance of the basic services. The various tasks to be performed are described in the following sections.

Task 1 - Proiect Administration and Management

1. Meetjngs The following management meetings will occur during the course of the project.

   
   

   • Design Kick-off Meeting - This meeting is expected to include the AUTHORITY to discuss project parameters, scheduling, design issues, and other related items.

   • Draft and Final Design Meetings - One design review meeting is expected at each submittal to review submittal and discuss design issues.

8). Progress Reports The CONSULTANT shall provide the AUTHORITY with monthly progress reports.

1. AUTHORITY Review and Comment The CONSULTANT shall prepare and submit Draft and Final plans, specifications, calculations, and cost estimate for the Berth 6 Concrete Deck Repair for AUTHORITY review and comment. The CONSULTANT shall then address and incorporate any changes to the submittals based on AUTHORITY comments prior to submitting Final Documents to the AUTHORITY. The CONSULTANT shall provide responses to the AUTHORITY's comments no later than fourteen (14) calendar days after receiving the final comments for each phase.

   
   

2. Project Scheduljng The CONSULTANT shall prepare an overall project schedule using MS Project software. The schedule will be provided to the AUTHORITY at the Kick-off meeting in electronic format and on paper in a readable scale. The CONSULTANT shall provide the AUTHORITY an updated schedule to reflect actual project progress with each invoice.

   
   

3. Project Schedule The CONSULTANT will complete all phases of inspection and design within 120 days of notice to proceed (NTP) from the authority.

   
   

   Task 1 DeHyerables;

   • Project Schedule, (11"x17") in a readable scale;

   • Monthly Project Progress Reports;

   • Minutes of each meeting distributed to each attendee and others as requested by the AUTHORITY no later than seven (7) calendar days after the meeting;

   • Written responses to AUTHORITY comments at each design submittal stage no later than fourteen (14) calendar days after receiving the final comments.

     
     

     Task 2 - Design Development for Berth 6 Concrete Deck Repair

     
     

     The CONSULTANT shall provide the following services:

     1. Berth 6 Concrete Deck Repair Design The CONSULTANT will produce engineering design plans, technical specifications, construction contract documents, bidding documents, cost estimates, and bidding and

        construction support services. Design life is will not extend beyond the

        expected remaining life for this berth - 15 years estimated. Sub-consultants will provide survey and corrosion support services for this project.

     2. Bid Support Services

        The CONSULTANT shall provide bid support services that include preparation of electronic bid documents, provide agenda and attend pre-bid meeting site visit, respond to request for information, and review bids with letter of recommendation.

        
        

        Task 3 - Constryctjon Administration for Concrete Deck Repajr Berth 6

        
        

        
        

        Construction Support Services

        The CONSULTANT shall provide construction support services to ensure construction serves the design intent. These services include: agenda and attendance at the pre­ construction meeting, respond to request for information, review shop drawings, provide field engineering which include 2 site visits, and review and approve monthly pay applications. Electronic as-built CAD files will be provided based on Contractor's red line markups maintained in the field.

     3. Assumptions: This proposal is based on the following assumptions:

        
        

        1. Clear access to the top of the deck is to be provided during the site inspection.

        2. The top of the deck must be completely clear of debris and other materials.

        3. Pre-bid meeting and site visit to be conduct on same day.

        4. Six (6) month construction duration.

        5. No full time resident engineer during construction included.

        6. Two (2) site visits during construction are included.

        7. No field verification of contractor as-built markups.

        8. Attendance to progress meeting can be made via conference call.

        9. Construction administration is included is proposal.

     
     

     Task 3 - Deliverables:

   • Electronic submission of draft and final plan sets;

   • One (1) hard copy (11" x 17") of the final plan set;

   • One (1) hard copy of the technical specifications;

   • One (1) hard copy of the construction contract documents;

   • Final cost estimates;

   • Letter of Quality Control;

   • Electronic Bid Documents;

   • Pre-bid agenda and meeting minutes;

   • Bid review and recommendation letter;

   • Pre-construction agenda and meeting minutes;

   • Responding to a reasonable (eight or less) number of Requests for Information from the construction contractor;

   • Review and approval of all shop drawings (10 total includes resubmittals as needed);

   • Review request for change orders and provide recommendation to the Authority;

   • Review and approval of pay applications;

   • As-Built Drawings from Contractor's mark-ups;

     
     

     END SCOPE OF SERVICES

     
     

     RS&H	Port Manatee Berth 6 Concrete Deck Repairs Labor Hour Estimate						6/30/2023
     Task	Principal Engr./Project Officer	Project Manager	Ch Engineer	Engineer	Sr.CAD	Clerical	Fee Total
     	$335.00	$285.00	$248.00	$135.00	$138.00	$95.00
     !General
     Site visit		16	16	16			$10,688.00
     Review of Reference Documents		2	8	6			$3,364.00
     Meetinas (3)		16	4	4			$6,092.00
     Project Management		16				4	$4,940.00
     QA/QC	4	16					$5,900.00
     IDrawinas
     Cover Sheet/ Index			8		8		$3,088.00
     Civil Drawings:
     General Notes			2	8	2		$1,852.00
     Site Plans			8	12	16		$5,812.00
     Structural Drawinas:
     General Notes			2	8	2		$1,852.00
     Plan Sheets			8	16	8		$5,248.00
     Repair Details			16	12	24		$8,900.00
     Repair Schedule			24		8		$7,056.00
     General (S sections)			16			5	$4,443.00
     Civil (4 sections)			8			4	$2,364.00
     Structural (8 sections)			16			8	$4,728.00
     CQ:lilimsl		2	6	6			$2.868.00
     C2m1a.1s::li2D gmiol Cilli!iUl
     Response to Bidders' Questions		8	8	8			$5,344.00
     Submittals and shoo drawinos (10)		4	24	16			$9,252.00
     Request for Information (8)		8	24	8			$9,312.00
     Site Observations (2 visits}		8	16				$6,248.00
     Subtotal	4	96	214	120	68	21	523.0
     Subtotal	$1,340.00	$27,360.00	$53,072.00	$16,200.00	$9,384.00	$1,995.00	$109,351.00
     Survey	$12,333.00 $12,967.00
     Vector Corrosion Services
     Total Fee $134,651.00

     • MCJ<IJV1&CREED

ENGINEERS SURVEYORS PLANNERS

June 23, 2023

John Rice, PE, CEM

Senior Project Management Engineer RS&H

RE: Proposal for Professional Surveying Services at Berth 6 within Port Manatee Mr. Rice:

McKim & Creed, Inc. (M&C) is pleased to submit this letter proposal and agreement (the

11Agreement") to RS&H (the "Client") for providing Professional Surveying Services related to developing an 3D model of the concrete deck surface within the Berth 6 pile supported

marginal wharf, within the Port Manatee. The deck is severely gouged by cargo handling operations, primarily due to the use of electromagnetic claws for scrap steel handling. Reinforcing steel has been ripped out and portions of the exposed steel have been removed. The intent of the survey is to provide high resolution survey details of the existing concrete deck surface to support the design and construction of localized repairs.

The proposal is based on the following conditions and assumptions:

1. Horizontal control will be relative to the Florida State Plane Coordinate System, North American Datum of 1983, 2011 adjustment.

   
   

2. Vertical control will be relative to the NAVD88 adjustment, derived from GNSS observations and differential leveling.

   
   

3. This estimate is based on having access to the project site and its surrounding properties.

   
   

4. Subsurface utility information is not needed on the project.

Based on this information and the information provided as part of this project, we propose the following scope of services:

123 North Industrial Dnve, Suite D

Orange City, FL 32763 Work: 386-873-4S17

PROJECT LIMITS

The project consists of an existing concrete deck surface of the Berth 6 pile supported marginal wharf, lying within the Port Manatee facilities. The project location is shown below in Exhibit A.

Untitled Map

Exhibit A: Project Limits

SCOPE OF SERVICES

TOPOGRAPHIC SURVEY/ SCANNING

Task 1: Control

Set and establish survey control within the project limits. Efforts include differential leveling, GNSS observations, and total station traversing as needed. We anticipate tying into local project control used for the recent Bin Hopper scanning efforts adjacent and to the north of Berth 6 wharf. Check points shall be used to validate the horizontal and vertical accuracy of the terrestrial scan data.

7003 Ur,1versity Boulevard Winter Park, FL 32792

Task 2: Topographic Survey

Survey the concrete deck slab within the Berth 6 wharf limits. Efforts include surveying ground elevations, limits of major spalling or exposed rebar, concrete joints, and above ground improvements. The topographic survey will be performed using scanning methodology. Below is the anticipated scanning plan and control layout.

Exhibit B: Scanning Target and Check Point Layout

The data acquisition will require the LiDAR Field Technician to walk various paths through the project area(s). This will enable us to capture data and images from various vantage points and to add density to the LiDAR data. It will also allow us to collect overlapping data within various project segments to assist our LiDAR Office Technician(s) with the registration and calibration process.

·a1 targets

We anticipate • • g the scan targets set for the topographic mapping to support the aerial imagery positional con

Task 2: Aerial Imagery Acquisition

Imagery will be collected with a small Unm::onr, erial Vehicle (UAV) equipped with a camera coupled with a high performance IMU/GNSS

Task 3: Imagery Processing

Process the imagery from the aerial acquisition and constrain the flight lines to er relative to each other. Perform aerial triangulation for the imagery relative to the ground con common pixel matching.

!excluded

7003 Universi'-y Boulevard Winter Par! , FL 32792

thoimagery

Collected image rectified to a DEM surface model, and the individual ortho image files will be processed to ensure s appearance and will be tonally balanced to produce a uniform contrast and tone across o·ect area. The orthophotography will be delivered in tiled TIF{fFW and ECW/EWW formats. solution imagery shall support a ground sample distance (GSD) / pixel size of 1 inch resolutiooin ....-

Data Accuracies

Based on ASPRS 1"=50' scale

jexcludedl

Horizontal

Data set will be produced to meet ASPRS Positional Accuracy Standards for Digital Geospatial Data (2014) for a 15 cm RMSEx / RMSEy Horizontal Accuracy Class which equates to Positional Horizontal Accuracy=+/- 36.7 cm at 95% confidence level.

Vertical

Not Applicable

SURVEY DELIVERABLES

1. Digital Boundary Survey (AutoCAD Civil3D)

2. Signed and Sealed Surveyor's Report

3 Optional,-.,.,Color Ortboiwsgery (Tiff format

EXCLUSIONS

Any services not reflected in the Scope of Services section of this Agreement, including but not limited to the following, are not included in this Agreement. Surveyor may elect to provide or coordinate these services, if requested, but they will be considered additional services. These additional services can be performed as mutually agreed upon by the Client and Surveyor and documented by a written addendum to this Agreement. Additional Services include:

• Survey of off-site utilities, bridges or roadways

• Annexation plat, recombination plat, right-of-way and easement abandonment plats

• Wetland delineation and/or wetland mapping

• Subsurface utilities

• Boundary/property, right-of-way determination

• Title Research{fitle Reports

• ALTA surveys

• Preparation and attendance at court appearances for litigation

• Construction staking

• Project schedule extensions beyond our control

• Providing project deliverables in formats other than those indicated

70J3 U ,vers ty Boulevard

COMPENSATION AND BILLING

This scope of services will be billed as a lump sum contract and invoiced upon completion.

Lump Sum Fees

Topographic Survey/3D model Dptiooal Ortboirnage&]r 1i85fi\L

$12,333.00

$? 495 00

Schedule

We shall perform the work described in the above Scope of Services as expeditiously as practical, weather permitting, to meet a mutually agreed schedule upon receipt of your written authorization to proceed.

PAYMENT

The Client is specifically requested to review the "Billing and Payment" Section of the attached McKim & Creed General Conditions. McKim & Creed's ability to continue providing services on your project is dependent on the timely payment of our invoices. McKim & Creed reserves the right, and the Client acknowledges this right by entering into this Agreement, to stop work and withhold the submittal of our documents should the Client's invoices become past due.

ASSUMPTIONS I CLARIFICATIONS

Information to be provided by Client: Surveyor shall rely on the completeness and accuracy of all information and technical data provided by the Client and Client's other consultants. The Client shall provide all necessary information required by Surveyor to complete its work, including any updates to previously provided information and any other information reasonably requested by Surveyor.

Items to be provided by Client include:

• Information regarding specific deliverable format requirements

Surveyors Certifications: The Surveyor shall not be required to sign any documents, no matter by whom they may be requested, that would result in the Surveyor's having to certify, guarantee or warrant the existence of conditions which the Surveyor cannot ascertain. The Client also agrees that it has no right to make the resolution of any dispute with the Surveyor or the payment of any amounts due to the Surveyor in any way contingent upon the Surveyor's signing any such certification.

ATTACHMENTS

The following documents are attached hereto and incorporated herein by reference:

1. McKim & Creed Geomatics General Conditions (07 / 2016-2) - 4 pages

ACCEPTANCE

If acceptable, sign and return one (1) copy of this document and all attachments for our files. Our receipt of the executed copy of this proposal will serve as our Notice to Proceed. This proposal is valid for thirty (30) days from the date of the proposal. If the proposal is not accepted within thirty (30) days, we reserve the right to revise or withdraw the proposal entirely at our discretion.

We look forward to working with you on this project and appreciate this opportunity to serve your needs. If you have any questions or need additional information, please feel free to call us.

Sincerely,

McKIM & CREED, INC.

Matt LaLuzerne, PSM

Business Development Director

11rc

J

. ®

VECTOR CORROSION SERVICES

Proposal for Services

VECTOR CORROSION SERVICES, INC.

Brian Pailes, Ph.D., P.E., NACE CP-4 Principal Engineer

8413 Laurel Fair Circle Suite 200B, Tampa, FL brianp@VCServices.com

Office (813) 501- 0050

Mobile (813) 777 - 6946

Project

SeaPort Manatee

Location

Palmetto, Florida

Date

June 19, 2023

VCServices.com

We Save Structures™

June 19th, 2023

John Rice, PE, CEM

Senior Program Management Engineer RS&H

301 E Pine St, Suite 350, Orlando, FL 32801

Re: Berth 6 SeaPort Manatee, Palmetto, Florida Deterioration Survey

Thank you for the opportunity to present our proposal to survey the Berth 6 deck for concrete deterioration at SeaPort Manatee in Palmetto, Florida.

INTRODUCTION

Berth 6 at SeaPort Manatee is a reinforced concrete deck supported on piles. There are signs of concrete distress due to corrosion and impact/abrasion during operation of the berth. RS&H has reached out to VCS Engineering (VCS) to perform an inspection of the top of deck and determine the amount of physical damage and then provide recommendations regarding its rehabilitation. The following proposal is for VCS to survey the top of the deck for deterioration, develop a map detailing the extent of that damage and then making recommendations for its repair and improved durability.

SCOPE OF WORK

The following provides the scope of work to be completed by VCS:

• Visual inspection of top of deck

  • Locate physical damage of the concrete in the form of spalls, large cracks, rust staining, and other observable distress.

  • VCS will photo document the deterioration and locate it on a drawing of Berth 6.

• Delamination survey of top of deck

  • Perform chain drag and hammer sounding of the top of deck for concrete delaminations.

  • VCS will photo document the deterioration and locate it on a drawing of Berth 6.

• Report

  • VCS will provide a detailed report of the evaluation methods and results.

  • VCS will provide a drawing of the location and size of identified defects.

  • VCS will provide recommendations regarding the repair of the deck along with options to improve its durability and resistance to impact/abrasions from normal port operations.

    
    

    We Save Structures™

    ESTIMATED SCHEDULE

    
    

• From the notice to proceed VCS will need 4 weeks' notice prior to mobilizing to site.

• On-site data collection will take 2 days to complete.

• The report will be provided 3 weeks after the completion of the on-site work.

PRICE

The lump sum fee for the proposed work is $12,967 USD.

EXPIRATION

This proposal expires if not accepted in writing within 30 days of this date.

SPECIAL CONDITIONS/ QUALIFICATIONS

Pricing includes labor, materials, and equipment necessary to complete the scope of the subject project and is based on the following qualifications except if otherwise agreed in writing.

1. Clear access to the top of the deck is to be provided to VCS during the site inspection.

2. The top of the deck must be completely clear of debris and other materials to allow VCS to survey the condition.

3. Access to the Port is to be coordinated by RS&H

GENERAL CONDITIONS

1. Extras - will be agreed in writing before performance.

2. Back Charges and Deductions - no back charges will be valid without Vector Corrosion Services, lnc.'s (VCS) written agreement at the time of occurrence. Payments to VCS shall be made with no deductions or retainage unless agreed in writing.

3. This proposal, complete with terms and conditions, shall become part of any contract between VCS and the Client.

4. Work Schedule - all work will be performed on weekdays during regular daytime working hours. If weekend or overtime work is required due to the Client's schedule, then additional charges will apply, unless explicitly noted in the proposed fee.

5. Permits - all necessary work permits to be obtained and paid for by the Client.

6. VCS Insurance Coverage:

   General Liability - $1,000,000/occ. - $2,000,000/agg. Automobile Liability - $1,000,000/occ.

   Workman's Compensation - $1,000,000/occ. Professional Liability - $2,000,000/occ.

   
   

   We Save Structures™

7. Indemnity - VCS will indemnify and hold harmless Client for claims resulting solely from VCS's negligence. In no case shall VCS be responsible for consequential damages or loss profits. Client shall indemnify and hold harmless VCS for any claims resulting from negligence, errors, omissions, or willful misconduct by Client, Client's employees, or other parties working for the Client.

TERMS OF SALE

1. Payment terms are Net 30 days, 1.5% per month on overdue accounts.

2. Purchase order received for full projects requirements

3. Applicable taxes and/or duties not included. Taxes and duties will be added if applicable.

4. All pricing is in US dollars

5. Quote good for 30 days.

   
   

   NON-DISCLOSURE

   
   

   This document, concepts, and any drawings, along with the data and information contained in it, is the original work and the property of Vector Corrosion Services, Inc. This information is provided to the recipient for the specific, limited purpose of business development between our two companies and the end user. All data, information, and concepts are to be maintained in confidence and may not be used by the recipient, or in any way disclosed to others, without the written permission of Vector and are subject to recall by Vector at any time.

   
   

   Sincerely,

   VECTOR CORROSION SERVICES

   Z:c_

   Brian Pailes, Ph.D., P.E., NACE CP-4 Principal Engineer brianp@VCServices.com

   Office (813) 501- 0050

   Mobile (813) 777 - 6946

   
   

   Proposal Accepted By

   
   

   Name:           _ Title: ----------

   Company:         _ Date:           _

   
   

   We Save Structures™

   August 22, 2023

   
   

   CONSENT

   AGENDA ITEM 1.F: CONTRACT FOR PROFESSIONAL LOBBYING

   SERVICES TWENTY-FIRST CENTURY GROUP

   
   

   BACKGROUND:

   
   

   On July 23, 2019, the Authority approved a contract for lobbying services with Jocelyn Hong and Associates LLC (JHA). The contract with JHA will terminate on July 31, 2023. As the Port moves into the next development phase, the Port’s previous long-time lobbyist, Twenty-First Century Group, will begin services on July 1, 2023, to actively pursue federal grant funding from two agencies with time-sensitive deadlines.

   
   

   ATTACHMENT:

   
   

   Contract for Professional Services

   
   

   COST AND FUNDING SOURCE:

   
   

   $10,000 for July 2023 and $7,500 monthly thereafter from budgeted port cash.

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in contract execution

   
   

   LEGAL REVIEW: Yes

   
   

   RECOMMENDATION:

   
   

   Move to approve and authorize execution on behalf of the Port Authority the Contract for Professional Services between the Manatee County Port Authority and Twenty-First Century Group.

   CONTRACT FOR PROFESSIONAL SERVICES

   
   

   This contract is entered into by and between the Manatee County Port Authority ("'Port"). a political entity of the State of Florida, with its principal place of business located at Port Manatee, 300 Tampa Bay Way. Palmetto, Florida 34221, and the lobbying f irm of Twenty- First Century Group ("TFCG''), a foreign corporation, located at 434 New Jersey Avenue SE, Washington, DC 20003.

   
   

   WHEREAS, the Manatee County Port Authority desires to be represented in communicating with the United States Congress, the office of the President, and federal regulatory agencies (the federal government); and

   
   

   WHEREAS, the Manatee County Port Authority wishes to obtain assistance with governmental relations expertise to work with Port officials to enhance relationships with the federal government: and

   
   

   WHEREAS, TFCG wishes to provide such services: and

   
   

   WHEREAS, the Parties have agreed to the terms under which TFCG will represent the Port and wish to memorialize their agreement in writing,

   
   

   NOW, THEREFORE, in consideration of the terms and conditions contained herein, the Parties agree as follows:

   
   

   1. SCOPE OF GOVERNMENTAL RELATIONS PROFESSIONAL SERVICES:

      
      

      1. TFCG will provide Governmental Relations professional services to the Port and represent the Port on matters before the legislative and executive branches of the f ederal government. All such services will include consultation with the Port through its Port Authority and professional staff. The Executive Director or his/her designee(s) will be the Port's primary point of contact. The Executive Director will from time to time inform TFCG of his/her designee(s).

         
         

      2. All Governmental Relations work shall be carried out in accordance w i t h g e n e r a l policies and goals set by the Port Authority. The Executive Director's designee shall communicate the Port’s priorities and positions to TFCG, and will also independently monitor legislative proposals, agency actions, funding opportunities or threats, and circulate those to pertinent Port staff for review, comment, and possible instruction to TFCG.

      3. The services and assistance TFCG shall provide to the Port shall generally include:

         1. monitoring legislative or executive initiatives which may affect the Port or its revenues, expenses, authority, status or other goals, objective or policies, and communicating such initiatives to the Port;

            
            

         2. advocating Port positions and priorities to the Congress, President's office, and executive agencies;

            
            

         3. providing more detailed advice, analysis and research relating to issues of particular importance to the Port, and suggesting strategies f o r responding or reacting to threats, challenges, or opportunities in the legislative or regulatory realm;

            
            

         4. helping the Port develop legislative and executive branch lobbying strategies, and implementing such strategies during each congressional session;

            
            

         5. advocating for congressional appropriations and other available federal agency-administered funding available to the Port and assisting Port staff in the identification of new funding sources or opportunities; and

            
            

         6. providing periodic reports to the Port's elected Commissioners, which may include presentations in person, or via phone or video conference;

            
            

      4. In addition to these general duties, TFCG understands that it shall place primary focus upon the following specific Port priorities:

         
         

         1. $7.8 million from USDOT via FY 2023 PIDP or FY 2023 RAISE grants for the South Port Container Yard project.

            
            

         2. Partial reimbursement of $3 million from FY 2024 Energy and Water Development Bill.

            
            

         3. $19.8 million from USDOT via FY 2033 CRISI grant program for development of Southwest Florida’s Intermodal Rail Terminal.

            
            

      5. The Port acknowledges effective Governmental Relations services are greatly impacted by individual experience and firmly established relationships with elected and appointed officials and their staffs. The Port agrees that the services called f or in this contract will primarily be provided by Jack Fields, Lisa Rulli, and Lindsay Flynn. While other members of TFCG or their support staff may assist in

         providing such services, these TFCG Officers or Principals will remain primarily assigned to this account, and TFCG shall not assign any other persons to be the primary TFCG representatives for the Port absent prior written approval of the Port. TFCG shall ensure that all relevant laws, rules, and procedures applicable to lobbyists performing such services are complied with at all times.

         
         

   2. COMPENSATION; TERMINATION.

      
      

      1. The Port agrees to compensate the professional services described herein based upon a monthly retainer fee of $10,000 for the month of July 2023 and $7,500 per month thereafter. Payments shall be made within the time required by the Florida Prompt Payment Act upon receipt of valid invoices from TFCG. TFCG agrees to refrain from accepting any other client or cause which would cause it to advocate for policies or funding requests inconsistent with its duty to represent the interest of the Port. All possible conflicts will be reviewed by the Port and approval of such other clients will not be unreasonably withheld.

         
         

      2. TFCG understands that the Port has budgeted and appropriated funds for the first 12 months covered by this Agreement. Continuation of payment beyond the first 12 months will be contingent on whether Port funds are budgeted for this service and appropriated in subsequent fiscal years. In the event sufficient funds are not budgeted to cover the following 12-month period, the Port may terminate this Agreement by providing written notice to TFCG.

         
         

      3. This Agreement may be terminated with or without cause by either Party at any time upon thirty (30) calendar days written notice, via U.S. Mail, to the other party. Notice to TFCG shall be to Jack Fields. Notice to the Port shall be to the Executive Director. Upon the election to terminate this Agreement and the party electing to terminate this Agreement shall have no further obligation under this Agreement to the other party.

         
         

   3. PUBLIC RECORDS

      
      

      TFCG 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 herein under Florida law include, but are not limited to: records related to the entry, management and implementation of the Agreement itself; emails/correspondence between the Port and TFCG related to the Agreement; emails or correspondence from all other entities related to the Agreement (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. TFCG 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 Agreement;

      2. Provide the public with access to the public records under the same terms and conditions that the Port 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 TFCG, upon termination or completion of the Agreement and destroy any duplicate public records that are exempt or confidential, or exempt from public record disclosure requirements.

      
      

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

      
      

      IF TFCG HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO TFCG’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: PUBLIC RECORDS CUSTODIAN,

      recordscustodian@seaportmanatee.com SEAPORT MANATEE, 300 TAMPA BAY WAY, PALMETTO, FL 34221, (941) 722-6621.

      
      

   4. INDEMNIFICATION

      
      

      TFCG agrees to defend, indemnify and hold harmless the Port, its public officials, employees and agents, from and against any and all claims, demands, actions, including, but not limited to, actions for personal injury or wrongful death, actions for property damage, and any other types of claims asserted by third persons alleging a violation of law or for any other cause arising from or related to TFCG’s negligent performance, its acts or omissions; provided, however, that this obligation to defend, indemnify and hold harmless shall not apply to claims which TFCG demonstrates were caused solely by the fault of the Port. This paragraph shall survive any termination or expiration of this Agreement.

   5. GENERAL PROVISIONS.

This Agreement will begin on July 1, 2023, until terminated by either party per 2.C. This Agreement may be executed in multiple counterparts, any of which shall be regarded as an original and all of which constitute one and the same instrument. This Agreement is governed by and construed in accordance with the laws of the State of Florida and venue is proper in Manatee County.

IN WITNESS WHEREOF, this Agreement represents the entire agreement between the Manatee County Port Authority and Twenty-First Century Group.

ATTEST:

ANGELINA M. COLONNESO

Clerk of Circuit Court

MANATEECOUNTYPORTAUTHORITY

By:   By: ---------------

George Kruse, Ch.airman

\

TWENTY-FIRST CENTURY GROUP

August 22, 2023

CONSENT

AGENDA ITEM 1.G: FIRST AMENDMENT TO THE AGREEMENT WITH SAAB TECHNOLOGIES LTD

BACKGROUND:

On June 15, 2023, the Authority approved an Information Management System Agreement with Saab Technologies Ltd (“SAAB”) for a comprehensive vessel reservation system and other software modules. SAAB has since changed its registered name to Tidalis Americas Ltd (“Tidalis”). The First Amendment accounts for the name change.

ATTACHMENT:

First Amendment to Information Management System Agreement Between the Authority and Saab Technologies Ltd. Inc.

COST AND FUNDING SOURCE:

Previously budgeted

CONSEQUENCES IF DEFERRED:

Delay in accounting for the name change

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute the First Amendment to Information Management System Agreement between Saab Technologies Ltd. Inc. and the Manatee County Port Authority to recognize the name change to Tidalis Americas Ltd.

FIRST AMENDMENT TO INFORMATION MANAGEMENT SYSTEM AGREEMENT BETWEEN THE AUTHORITY AND SAAB TECHNOLOGIES LTD. INC.

This First Amendment to Information Management System Agreement (“First Amendment”) is made and entered into on this    day of        , 2023 (“Effective Date”), by and between the Manatee County Port Authority, a Florida dependent special district having an address of SeaPort Manatee, 300 Tampa Bay Way, Suite One, Palmetto, Florida 34221-6608 (“Authority”) and Tidalis Americas Ltd. Inc., a Canadian corporation duly registered to conduct business in the State of Florida with a principal address of 3500 Gilmore Way, Suite 300, Burnaby, BC V5G 4W7 CA, and which was formerly registered under the name Saab Technologies Ltd. Inc. (“Contractor”) (collectively, the “Parties”).

WITNESSETH:

WHEREAS, Contractor was previously registered to do business under the name Saab Technologies Ltd. Inc. (“SAAB”); and

WHEREAS, the Authority and Contractor, while registered under the SAAB name, entered into that certain Information Management System Agreement Between the Authority and Saab Technologies Ltd. Inc. dated June 15, 2023 (the “Agreement”); and

WHEREAS, on June 16, 2023, SAAB amended its articles of incorporation under section 178 of the Canada Business Corporations Act solely to change its registered name to Tidalis Americas Ltd. (“Tidalis”) pursuant to the Certificate of Amendment attached to this Agreement as First Amendment Exhibit A; and

WHEREAS, the Parties wish to amend the Agreement to account for SAAB’s name change to Tidalis.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth in this First Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:

1. The above recitals are true and correct and are incorporated in this First Amendment as if set forth in full.

   
   

2. All references to Saab Technologies Ltd. Inc. throughout the Agreement shall be replaced with references to Tidalis Americas Ltd.

   
   

3. Miscellaneous.

   1. All other terms and conditions of the Agreement not specifically amended by this First Amendment shall remain in full force and effect. In the event of a conflict between the Agreement and this First Amendment, this First Amendment shall govern and control.

      
      

   2. The Parties represent and warrant that they are authorized to enter into this First Amendment without the consent or joinder of any other person or entity and that the individuals executing this First Amendment have full power and authority to bind their respective parties.

      
      

   3. This First Amendment may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this First Amendment on the Effective Date.

ATTEST: ANGELINA "ANGEL" COLONNESO

Clerk of Circuit Court

By:

MANATEE COUNTY PORT AUTHORITY

By:             _

Chairman

PORT AUTHORITY

WITNESSES:

Witness I Name: !Jluu.i

- LD

Witness2- P•rmtName.,,0J,el

TidalisA?      

By:   =

Printed: :PaVel SllfQuv-V\i

Title: HQh ; b.v:ecfvV

"CONTRACTOR"

August 22, 2023

CONSENT

AGENDA ITEM 1.H.: RS&H ADDITIONAL DESIGN EFFORT FOR

COMPONENTS AND REWORK OF THE HOPPER BELT

BACKGROUND:

On February 16, 2023, the Authority approved Professional Services Authorization (PSA) No. 23-02 to RS&H, Inc. in the amount of $348,571 for design and construction phase engineering services for a hopper at Berth 6. Several design revisions were previously approved in the amount of $92,077. RS&H has submitted (PSA) 23-09 in the amount of

$27,208 for additional components and engineering services due to the shifting of the hopper belt scale which requires analysis and drawing revisions, bringing the total to $467,856.

ATTACHMENT:

Professional Services Authorization (PSA) No. 23-09

COST AND FUNDING SOURCE:

FDOT funding of $13,604 and Port funding of $13,604

CONSEQUENCES IF DEFERRED:

Delay in approval of professional services

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute Professional Services Authorization (PSA) No. 23-09 to RS&H, Inc. in the amount of $27,208 for additional components and engineering services due to the shifting of the hopper belt scale, pending the approval of FDOT.

PROFESSIONAL SERVICES AUTHORIZATION (PSA) NO. 23-09

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

RS&H, Inc.,

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

Berth 6 Hopper

The professional services and additional terms hereby authorized by the Authority and agreed to by the Consultant are set forth in the attached proposal dated July 18, 2023, for the above entitled project, facility or program.These professional services will be paid through FDOT Grant G2278 ("Grant"). The Consultant acknowledges it has received a copy of the Grant and will comply with the Grant's terms.

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

$27,208.00.

DATED:         

MANATEE COUNTY PORT AUTHORITY

By: {)_a; a.""-h

Executive Director

CONSULTANT C_).

By:   L  

Name, Title: Michael S. Dixon/ Vice President

CONTRACT MANAGER

George Isiminger

Senior Director of Engineering and Construction

Grant Contract#: G2278

If applicable, the Authority has considered and hereby approves this Supplemental Professional Engineering Services Authorization with a quorum present and voting this 25th day of July, 2023.

Attest:

By:           

MANATEE COUNTY PORT AUTHORITY

By:         

Clerk of the Circuit Court Chairman

SCOPE OF SERVICES

Engineering Services

For

Hopper Repair Additional Design Effort for Additional Components and Rework Belt Scale Location

PORT MANATEE

Manatee County, Florida

PROJECT DESCRIPTION

The intent of the overall project is to provide design and construction administration services for new 600-ton Hopper at Berth 6. RS&H, Inc. is the CONSULTANT and Manatee County Port Authority is the AUTHORITY as referenced in this scope of services.

Additional Design for Sensors and Rework Belt Scale

1. During the course of electrical design for the Hopper Expansion, the CONSULTANT completed design and the end user added eight sensors and shifted the belt scale which will cause additional analysis and drawing revisions. This will require additional wiring from each gate back to the PLC to provide a 4- 20MA analog signal for gate position.

2. As the engineering design was completed, additional fee to rework the design plans and specifications are needed to accommodate this incorporate these sensors and shifting the belt scale.

3. This supplemental agreement is design, coordination with Martin Marietta, and cost estimate for additional sensors and shifting the belt scale for the Hopper expansion project.

4. Estimate that this additional effort will take two (2) weeks to complete.

END SCOPE OF SERVICES

07/18/2023 Port Manatee – Hopper Expansion 2023

August 22, 2023

CONSENT

AGENDA ITEM 1.I.: PORT MANATEE AND AGUNSA MANATEE TERMINAL, LLC CONSOLIDATED LEASE

BACKGROUND:

The Port Authority and Carver Maritime LLC (Carver) entered into an original Lease Agreement for Port property dated August 16, 2018, with Amendments One through Eight approved at various Authority meetings. Amendment Eight assigned all agreements to Carver Maritime Manatee, LLC whose company name has since changed to Agunsa Manatee Terminal, LLC (Agunsa). Due to the multiple number of amendments, it was decided to consolidate the original lease and amendments into one consolidated lease for Agunsa. The consolidated lease also increases credits for improvements made by Agunsa to the Bay Street North Parcel from $1M to $2M.

ATTACHMENT:

Port Manatee and Agunsa Manatee Terminal, LLC Consolidated Lease

COST AND FUNDING SOURCE: N/A

CONSEQUENCES IF DEFERRED:

Delay in recognizing company name change and consolidation of lease and amendments.

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute Port Manatee and Agunsa Manatee Terminal, LLC Consolidated Lease.

Execution Version

PORT MANATEE AND AGUNSA MANATEE TERMINAL, LLC CONSOLIDATED LEASE

THIS PORT MANATEE AND AGUNSA MANATEE TERMINAL LLC ADDENDUM PROVIDING FOR A NAME CHANGE AND CONSOLIDATED LEASE ("Consolidated

Lease") is made and entered into this    day of        , 2023 (“Effective Date”), 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 AGUNSA MANATEE TERMINAL LLC, a foreign limited liability company duly organized and existing under the laws of the State of New York and authorized to do business in the State of Florida, with a principal place of business located at 304 National St, Palmetto, FL 34221 (“Lessee”) (collectively referred to as the “Parties”).

WHEREAS, the Authority and Lessee’s predecessors in interest entered into that certain Port Manatee and Carver Maritime, LLC Lease Agreement dated August 16, 2018, which was subsequently amended multiple times (the “First Lease Agreement”) and that certain Port Manatee Ship Repair & Fabrication LLC Lease Agreement dated May 19, 2020, which was subsequently amended (the “Second Lease Agreement”); and

WHEREAS, Carver Manatee LLC and the Authority entered into that certain Port Manatee and Carver Maritime LLC Lease Addendum Providing for Assignment and Assumption of the Leases by Carver Maritime Manatee LLC on January 31, 2023, (the “Assignment of Leases”); and

WHEREAS, Carver Maritime Manatee LLC changed its name to Agunsa Manatee Terminal, LLC; and

WHEREAS, the Parties wish to consolidate the First Lease Agreement and the Second Lease Agreement into a single master lease agreement by way of this Consolidated; and

WHEREAS, to effectuate this consolidation, the Parties wish to replace the existing provisions of the First Lease Agreement and the Second Lease Agreement, in their entirety and

inclusive of any and all amendments, with the language of this Consolidated Lease (hereinafter, “Lease” refers to the provisions of this Consolidated Lease).

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

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

   
   

2. DEMISED PREMISES. The Authority does demise, let and rent unto the Lessee and the Lessee shall hire and take as tenant approximately 10 acres of real property located in Manatee County, Florida identified as a portion of Port Manatee, the legal description of which is attached and made a part of this Lease as Exhibit "A," with the office trailer and conveyor defined in the paragraph of this Lease entitled "Conveyor System" located on said property, (hereinafter the "10-acre Parcel"), to have and to hold the same for the terms set forth below.

   
   

   The Authority does demise, let and rent unto the Lessee and the Lessee shall hire and take as tenant the Mooring Area which is defined as the south edge of the south end of the south channel and along the west edge of the south channel at the south end of Berth 14 as depicted and made part of this Lease as Exhibit "D" (hereinafter the “Mooring Area”), to have and to hold the same for the terms set forth below.

   
   

   The Authority does demise, let and rent unto the Lessee and the Lessee shall hire and take as tenant 7 acres of real property, the legal description and sketch of which is attached and made a part of this Lease as Exhibit "F", with the grinding mill, office space, A-frame warehouse, silos, garage complex, metal storage building conveyance system and other structures located on said property, (hereinafter the "7-acre Parcel") to have and to hold the same for the terms set forth below. The Lessee acknowledges its receipt of Phase I Environmental Site Assessment prepared for Argos USA Port Manatee Facility by Montrose Environmental dated July 11, 2019 (Montrose Project Number 048RC-621059) ("Report"), that Lessee (or its agent) has taken the Report's recommended

   
   

   remediation steps for the 7-acre Parcel and accepts the 7-acre Parcel in its current "As Is-Where Is" condition. As of the Effective Date, approximately 5 truckloads of material that was removed from the shed on the 7-acre Parcel, is stacked on the 7-acre Parcel and in need of disposal. Lessee agrees to properly dispose of removed material within 7 days from the Effective Date and provide a copy of the manifest demonstrating proper disposal to the Authority.

   
   

   The Authority does demise, let and rent unto the Lessee and the Lessee shall hire and take as tenant an additional 10 acres of real property located in Manatee County, Florida, identified as a portion of Port Manatee, the legal description of which is attached, incorporated by reference and made a part of this Lease as Exhibit "G" (hereinafter the “Bay Street North Parcel"), to have and to hold the same for the terms set forth below.

   
   

   The Authority does demise, let and rent unto the Lessee and the Lessee shall hire and take as tenant Warehouse 3 (including the office space located therein), located in Manatee County, Florida, identified as a portion of Port Manatee, the legal description of which is attached, incorporated by reference and made a part of this Lease as Exhibit "I" (hereinafter "Warehouse 3"), to have and to hold the same for the terms set forth below.

   
   

   The Authority does hereby demise, let, and rent unto the Lessee, and the Lessee shall hire and take as tenant approximately 2.015 acres of real property located in Manatee County, Florida identified as a portion of Port Manatee, the legal description of which a demonstrative sketch is attached and made a part of this Lease as Exhibit “J” (hereinafter “2.015-acre Parcel”), to have and to hold the same for the terms set forth below.

   
   

   The 10-acre Parcel, Mooring Area, 7-acre Parcel, Bay Street North Parcel, Warehouse 3, and 2.015-acre Parcel described above will be collectively referred to as the "demised premises." In accordance with the Master Plan, the Authority agrees, covenants, and warrants the 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 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

   
   

   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.

   
   

3. PURPOSE. The Lessee shall use the demised premises for the purpose of distributing, loading, processing, selling, stockpiling, storing, and unloading cement, fly ash, clinker, gypsum, bauxite, fertilizer, crushed stone, slag, sand, gravel, lightweight aggregate, and any dry bulk, break bulk, or project/heavy lift cargo, approved by the Authority, consent of the Authority not to be unreasonably withheld. The Lessee shall also use the demised premises for constructing, installing, and operating offices, maintenance shops, buildings, equipment, machinery, material handling systems, roadways and other related facilities, and such other customarily associated activities. The Lessee may moor up to ten (10) barges in the Mooring Area, in a single file manner along the south and west edges of the south channel at Berth 14, as depicted and made part of this Lease as Exhibit "E." The Lessee agrees that its use of the Mooring Area will not interfere with or impede any dredging activities occurring in the south channel. Should dredging activities become necessary within or around the demised premises, Lessor shall give Lessee 30 days written notice of their intent to dredge to allow Lessor to move any moored barges that would interfere with said activities. The Lessee may also use the 2.015-acre Parcel for the purpose of performing vessel repairs, storing and fabrication of marine products and such other customarily associated activities approved by the Authority. Additionally, if the Lessee intends to use the demised premises for any purpose other than those defined above, the Lessee shall first obtain approval of the Authority before beginning such use, which will not be unreasonably withheld. Notwithstanding the above, Lessee may moor its tugs that are incidental to Port Manatee operations in the Mooring Area. The demised premises will not be used for any unlawful purposes and the Lessee will not use the demised premises in such a manner as to create a nuisance or otherwise violate any law, rule, or regulation that is now in force during the term of this Lease or which hereafter be in force. The Lessee will neither suffer nor commit any waste of the demised premises. The Lessee may not act or fail to act in a manner that would adversely affect the title of the Authority.

   
   

4. TERM. The duration or term of this Lease for the 10-acre Parcel commences on October 1, 2018, and terminates on September 30, 2028 ("Initial Term"), unless otherwise extended as provided in this Lease.

   
   

   The duration or term of this Lease for the Mooring Area commences on August 1, 2019, and terminates on September 30, 2028. If any vessel, including but not limited to barges, remains in the Mooring Area after the expiration or termination of the term of the Mooring Area, it will result in a tenancy at will, in accordance with the paragraph of this Lease entitled "No Holding Over."

   
   

   The duration or term of this Lease for the 7-acre Parcel commences on October 9, 2019, and terminates on September 30, 2028.

   
   

   The duration or term of this Lease for the Bay Street North Parcel commences on May 20, 2021, and terminates on September 30, 2028 ("Initial Term for Bay Street North Parcel").

   
   

   The duration or term of this Lease for Warehouse 3 commences on July 1, 2022, and terminates on September 30, 2028.

   
   

   The duration or term of this Lease for the 2.015-acre Parcel commences on April 1, 2020, and terminates on September 30, 2028.

   
   

   The term of this Lease for the demised premises may be extended for 2 five-year extensions. To Extend the term, the Lessee must notify the Authority in writing no later than 60 days prior to the expiration of the then existing term of this Lease and the Authority consents to the extension. As used herein, a “year of this Lease” or “Lease year” means each consecutive twelve (12) month period commencing on the Effective Date and the Authority consents to each anniversary extension. As used herein, “Term” means the Initial Term and any extension thereto.

   
   

5. RENT. The Lessee shall pay to the Authority rent for the demised premises, payable monthly in advance together with any applicable Florida sales taxes on rent payable at the same time on the first day of the month.

   10-Acre Parcel – The rent for the 10-acre Parcel is as follows:

   • Years 1-3: $2,600 per acre per month

   • Years 4-5: $3,600 per acre per month

     
     

     Should the Lessee exercise its option to extend the duration or term for the 10-acre Parcel as set forth in the paragraph of this Lease entitled "Term," the annual rent for each year during the extended term(s) will be as follows:

   • Years 6-10: $4,417 per acre per month

   • Years 11-15: the amount of the increase will be determined by multiplying the annual rent by the percentage of change and the most recently published

     U.S. Department of Labor All Urban Consumer Price Index ("CPI-U"), all items, not to exceed three percent (3%) in any five (5) year lease period. The percentage change will be computed by comparing index figures published for the month closest to the Lease year anniversary date with the same month of the preceding fifth lease year. For example, if the Lease commencement date is October 1, 2018, the adjustment for the annual rental due on October I, 2023, will be calculated by using the index published for the most recent month available prior to October 1, 2018, and comparing it to the index published for the same month of the year 2023 subject to the 3% percent cap. The index to be used will be the most recently published

     U. S. Department of Labor, All Urban Consumer Price Index. Annual rent on an extended term must never be less than $4,417 per acre per month and will only increase in accordance with the above formula.

   • Years 16-20: The rent will be an amount equal to ten percent (10%) of the fair market value of the 10-acre Parcel as determined by the most recent appraisal obtained by the Authority of the fair market value of all of the real property at Port Manatee in accordance with the paragraph of this Lease entitled "Appraisals," but will not exceed twenty-five percent (25%) of annual rent paid during the preceding five-year period.

     
     

     Mooring Area - The rent for the Mooring Area is as follows:

   • Years 1-5: $3,500 per month flat fee

   • Years 6-10: flat fee shall be increased by CPI each year, maximum 3% per year, calculated in the beginning of year 6 and applicable throughout the term. Annual

     
     

     rent after year 5 must never be less than $3,500 per acre per month and will only increase in accordance with the above formula.

   • Years 11-20: flat fee shall be increased by CPI each year.

   
   

   The Port Manatee Tariff in effect will be assessed for all charges for dockage, wharfage, line handling, water, security and harbor master fees when any of the barges makes fast to any of the Port's berths.

   
   

   7-Acre Parcel - The rent for the 7-acre Parcel is as follows:

   • There will be no rent due for the 7-acre Parcel from October 9, 2019, through March 31, 2020.

   • Beginning April 1, 2020, through September 30, 2023, the rental will be

     $2,600 per acre per month.

     Should the Lessee exercise its option to extend the duration or term for the 7-acre Parcel as set forth in the paragraph of this Lease entitled "Term," the annual rent for each year during the extended term(s) will be as follows:

   • Years 5-7: $3,600 per acre per month

   • Years 8-10: $4,417 per acre per month

   • Years 11-15: the amount of the increase will be determined by multiplying the annual rent by the percentage of change and the most recently published

     U.S. Department of Labor All Urban Consumer Price Index ("CPI-U"), all items, not to exceed three percent (3%) in any five (5) year lease period. The percentage change will be computed by comparing index figures published for the month closest to the Lease year anniversary date with the same month of the preceding fifth lease year. For example, if the Lease commencement date is October 1, 2019, the adjustment for the annual rental due on October 1, 2024, will be calculated by using the index published for the most recent month available prior to October 1, 2019, and comparing it to the index published for the same month of the year 2024 subject to the 3% percent cap. The index to be used will be the most recently published

     U. S. Department of Labor, All Urban Consumer Price Index. Annual rent

     
     

     on an extended term must never be less than $4,417 per acre per month and will only increase in accordance with the above formula.

   • Years 16-19: The rent will be an amount equal to ten percent (10%) of the fair market value of the 7-acre Parcel as determined by the most recent appraisal obtained by the Authority of the fair market value of all of the real property at Port Manatee in accordance with the paragraph of this Lease entitled "Appraisals," but will not exceed twenty-five percent (25%) of annual rent paid during the preceding five-year period.

     
     

     Bay Street North Parcel - The Parties recognize that the market rent of the Bay Street North Parcel is $3,600 per useable acre per month upon completion of the proposed site and access improvements. The Authority reserves the right to review and approve the site plan. Lessee agrees to make certain improvements to the Bay Street North Parcel at its sole cost and expense in the amount not to exceed approximately Two Million Dollars ($2,000,000.00), which includes the design, regulatory approvals, site grading, drainage installation, construction of new roadways, installation of fencing, installation of certain utilities, and stabilization of the Bay Street North Parcel. If Lessee desires to make improvements for the Bay Street North Parcel in excess of the Two Million Dollars ($2,000,000.00), then the Lessee must first obtain approval by the Authority in accordance with the paragraph of this Lease entitled "Improvements." These certain improvements on the Bay Street North Parcel are more specifically described in the attached, incorporated by reference, and made a part of this Lease as Exhibit "H." The Authority desires to own these improvements as Authority assets, upon expiration or termination of the Lease and therefore, the Parties agree that the Authority shall reimburse the Lessee for these certain improvements in the form of rent reductions during the construction of, and initial use of these certain improvements for cargo storage, and that the Authority shall take possession of these certain improvements at the expiration or termination of the Lease for no additional compensation to the Lessee. The Lessee shall pay to the Authority rent for the demised premises, payable monthly in advance together with any applicable Florida sales taxes on rent payable at the same time. The rent for the Bay Street North Parcel is as follows:

     
     

   • Until cargo is stored on the Bay Street North Parcel or the Bay Street North Parcel Improvement Deadline occurs, whichever occurs first: $10.00 per acre per month charged for all 10 acres.

   • For any cargo stored at the Bay Street North Parcel during the Initial Term for Bay Street North Parcel: The rent will be $2,600 per acre per month for the acreage where the cargo was stored, which will be credited towards the total costs of the improvements identified in Exhibit H. The rent will be $10 per acre per month for any remaining acres without cargo stored before the Bay Street North Parcel Improvement Deadline: If cargo is placed on any portion of the Bay Street North Parcel anytime during a month, the per acre amount will be calculated by rounding the acreage up to the closest full acre used, and not less than 1 acre, for that month. As a result of this reduced/credited rent for this period, the Authority's total credit to the Lessee for the total cost of the improvements identified in Exhibit H will be calculated as follows: $2,600 x acre(s) of stored cargo x month and credited towards the total cost of the improvements identified in Exhibit H.

   • If the improvements in Exhibit H are not complete by the Bay Street North Parcel Improvement Deadline, then the rent for any acre of the Bay Street Parcel that does not have cargo stored will be $3,600 per acre per month.

     Should the Lessee exercise its option to extend the duration or term for the Bay Street North Parcel as set forth in the paragraph of the Lease entitled "Term- the annual rent for each year during the extended term(s) will be as follows:

   • Throughout the first extended term (Years 4-9) or until the time when the total credits to the Lessee equal the costs of construction of improvements identified in Exhibit H, whichever occurs first: The rent will be $2,600 per Useable Acre per month which will be credited towards the total costs of the improvements identified in Exhibit H. Useable Acre shall mean any acres that are suitable for storage of cargo upon completion of any of the upgrades (such as any building pad or laydown site, but shall not include stormwater area), regardless of whether the acreage is currently in use. The rent will be $10 per acre per month for any remaining acres that are not Usable Acres. As a result of this

     
     

     reduced/credited rent for this period, the Authority's total credit to the Lessee for the total cost of the improvements identified in Exhibit H is calculated as

     $2,600 x all Usable Acres x 12 months and credited towards the total cost of the improvements identified in Exhibit H.

   • After the time when the total credits to the Lessee equal the costs of construction of improvements identified in Exhibit H, in the first extended term (Year 4-9): The rent will be $3,600 per Useable Acre per month and $10 per acre per month for any remaining acres that are not Usable Acres.

   • Years 10-15: The amount of the increase will be determined by multiplying the annual rent by the percentage of change and the most recently published U.S. Department of Labor All Urban Consumer Price Index ("CPI-U"), all items, not to exceed three percent (3%) in any five (5) year lease period. The percentage change will be computed by comparing index figures published for the month closest to the Lease year anniversary date with the same month of the preceding fifth lease year. For example, the adjustment for the annual rental due on October 1, 2023, will be calculated by using the index published for the most recent month available prior to the May 20, 2021, and comparing it to the index published for the same month of the year 2023 subject to the 3% percent cap. The index to be used will be the most recently published U.S. Department of Labor, All Urban Consumer Price Index. Annual rent on an extended term must never be less than $3,600 per acre per month and will only increase in accordance with the above formula.

   • Years 16-20: The rent will be an amount equal to ten percent (10%) of the fair market value of the Bay Street North Parcel as determined by the most recent appraisal obtained by the Authority of the fair market value of all of the real property at Port Manatee in accordance with the paragraph of the Lease entitled "Appraisals," but will not exceed twenty-five percent (25%) of annual rent paid during the preceding five-year period.

     To determine the cargo stored at the Bay Street North Parcel for the purposes of calculating the rent payable to the Authority, the Lessee shall allow the Authority, in the manner the Authority elects, to inspect the Bay Street North Parcel upon at least forty-eight (48) hours prior written notice to the Lessee. If the Authority determines, at the Authority's sole and absolute discretion, that cargo is being

     
     

     stored on the Bay Street North Parcel, the rent owed to the Authority shall be adjusted the month following the inspection according to the terms specified in this section. There shall be no limit on the number of inspections the Authority may conduct under this section of the Lease.

     
     

     Warehouse 3 - The rent for Warehouse 3 is as follows:

   • Beginning July 1, 2022 through December 31, 2022: The rent for 30,129.44 square feet in Warehouse 3 (which excludes the office space) @ $0.52 per

   • square foot, totals $15,667.31 per month together with any applicable Florida Sales taxes. In recognition of the Lessee's extensive investment in and preparation of Port property for significant future business over the last year, the Parties agree that in exchange for the Warehouse 3 Credit Improvements, which are more particularly described in the paragraph of this Lease entitled "Improvements," Lessee will be credited $15,667.31 per month during July 1, 2022 to December 31, 2022, for a total credit not to exceed $97,500. In order to receive the monthly credit, Lessee must provide invoices and payment of the invoices to evidence the costs to Lessee for the Warehouse 3 Credit Improvements by no later than the end of each month that a credit is sought. The total amount of credits for the Warehouse 3 rent (excluding the office space) shall not to exceed $97,500.

   • Beginning July 1, 2022 through August 31, 2022: The rent for 2,313.50 square feet in office space in Warehouse 3 @ $0.62 per month, totals

     $1,434.37, together with any applicable Florida sales tax. In exchange for the Warehouse 3 Credit Improvements, Lessee will be credited $1,434.37 for each month of rent during July and August 2022. In order to receive the monthly credit, Lessee must provide invoices and payment of the invoices to evidence the costs to Lessee for the Warehouse 3 Credit Improvements by the end of each month that a credit is sought. The total amount of credits for the office rent shall not to exceed $2,868.74.

   • Beginning September 1, 2022 through December 31, 2022: The rent for 2,313.50 square feet in office space in Warehouse 3 @ $0.62 per month, totals $1,434.37, together with any applicable Florida sales tax.

     
     

   • Beginning January 1, 2023 through September 30, 2024: The rent for 32,442.94 square feet in Warehouse 3 (which includes the office space) @

     $0.62 per square foot per month, totals $20,114.62, together with any applicable Florida sales tax.

   • Beginning October 1, 2024 through September 30, 2028: The rent for 32,442.94 square feet in Warehouse 3 (which includes the office space) @

     $0.85 per square foot Tper month, totals $27,576.50, together with any applicable Florida sales tax.

   • Beginning October 1, 2028 through September 30, 2028: The rent for 32,442.94 square feet in Warehouse 3 (which includes the office space) shall increase by CPI each year.

   
   

   2.015 acre Parcel - The rent for the 2.015 acre Parcel is as follows: $2,650.00 per month for the first five (5) years of the Term. Should the Lessee exercise its option to extend the term of this Lease for the 2.015 acre Parcel as set forth in the paragraph of this Lease entitled “Term,” the annual rent for each year during the extended term(s) will be as follows: determined by multiplying the annual rent by the percentage of change in the most recently published U.S. Department of Labor All Urban Consumer Price Index (“CPI-U”), all items, not to exceed three percent (3%) in any applicable extended lease period. The percentage change will be computed by comparing index figures published for the month closest to the Lease year anniversary date with the same month of the preceding Lease year. For example, if the Lease commencement date is April 1, 2020, the adjustment for the annual rental due on April 1, 2025, will be calculated by using the index published for the most recent month available prior to April 1, 2025, and comparing it to the index published for the same month of the year 2023, subject to the 3% percent cap. The index to be used will be the most recently published U. S. Department of Labor, All Urban Consumer Price Index. Annual rent on an extended term must never be less than $2,650.00 per month and will only increase in accordance with the above formula.

   
   

6. APPRAISALS. The Authority represents to the Lessee that the Authority has all of the real property appraised periodically to determine its fair market value. The Authority, at its expense and as a part of any subsequently obtained appraisal of all of the real property at Port Manatee,

   
   

   shall cause the demised premises to be appraised to determine the fair market value of the demised premises exclusive of all facilities and improvements constructed or installed on the demised premises by the Lessee to determine the annual rent to be paid by the Lessee to the Authority during any extended term of this Lease. The Authority shall cause a copy of the most recent of said appraisal report that includes the demise premises to be furnished to the Lessee at three (3) months prior to the expiration of the then current term of this Lease. If the Lessee disagrees with the appraisal report for the demised premises prepared for the Authority, the services of the second appraiser may be obtained by the Lessee, at its own expense, and the appraiser for the Authority and the appraiser for the Lessee shall together select a third appraiser. Appraisal reports covering the demised premises must be made by each of these appraisers for the purposes set forth in this Lease and copies of the appraisals must be made available to the Authority and the Lessee. The three appraisal reports will be considered together and the average market value of the demised premises set forth in the two appraisal reports having the closest market value will constitute the market value of the demised premises per acre for the purpose of calculating the amount of rent to be paid by the Lessee to the Authority for any such extended term of this Lease. All such appraisers must be members of the Institute of American Appraisers or an organization having substantially equivalent qualifications for membership. Each party shall pay the fees and charges of its appraiser and the fees and charges of the third appraiser will be born fifty percent (50%) by each party. In lieu of the foregoing, the parties may agree in writing to waive the appraisal procedure and agree to the amount of the rent to be paid by the Lessee to the Authority for the demised premises.

   
   

7. ADDITIONAL LANDS/FIRST RIGHTS OF REFUSAL. As of October 9, 2019, this

   paragraph has been satisfied by the Parties and shall remain intentionally blank.

   
   

8. IMPROVEMENTS. The Lessee may construct, install or locate upon the demised premises and operate any improvements consistent with the paragraph of this Lease entitled "Purpose." The Lessee shall submit to the Authority for approval the plans and specifications for all improvements prior to commencing the construction, demolition, and installation of the improvements upon the demised premises. The Authority shall make a determination of whether the plans and specifications evidence an improvement(s) consistent with the goals, master plan, and objectives

   
   

   of Port Manatee and do not conflict with any of the activities and facilities at Port Manatee in accordance with the following timeframes:

   • 5 business days (if no additional information is required) for any improvement under $50,000 in value that does involve building construction; if additional information is required, such request will be made within 5 business days and a determination will be made 5 business days after receipt of sufficient additional information.

   • 10 business days (if no additional information is required) for any improvement over $50,000 in value that does not involve building construction; if additional information is required, such request will be made within 10 business days and a determination will be made 10 business days after receipt of sufficient additional information.

   • 20 business days (if no additional information is required) for any building construction proposed; if additional information is required, such request will be made within 20 business days and a determination will be made 20 business days after receipt of sufficient additional information.

     
     

     The Lessee shall not commence the construction or installation of any improvements without approval by the Authority, and Authority approval will not be arbitrarily or unreasonably withheld or delayed. Approvals will be deemed granted by the Authority if the Authority finds that such plans and specifications evidence an improvement or improvements consistent with the goals, Master Plan and objectives of Port Manatee, do not conflict with any of the activities and facilities at Port Manatee, and for which the County of Manatee, a subdivision of the State of Florida, is willing to issue a building permit, construction permit, development order, or other appropriate approval for the construction of the particular improvement or improvements. The Lessee is solely responsible for compliance with the Florida Building Code, any other applicable laws, and making the improvements safe. Before Lessee commences use of the improvements, the Lessee shall furnish in a format specified by the Authority at least one complete set of the as-built or record drawings and specifications for the completed improvements to indicate the extent, location, and size for the records of the Authority in connection with operations at Port Manatee. In all contracts for the

     
     

     construction of improvements at the demised premises, Lessee shall require in its construction contracts that the contractor indemnify and hold harmless the Authority Indemnitee (hereinafter defined), from any damages, liabilities, or claims that arise out of the construction contract or construction at the demised premises, and include the Authority as a co-obligee on any bonds required by the construction contract. Authority reserves the right to require Lessee to furnish a performance bond and an unconditional payment bond for the construction or installation of any approved improvements each equal to one hundred percent (100%) of the construction price, guaranteeing to Authority the completion and performance of the construction or installation, as well as full payment of all suppliers, material persons, laborers, or subcontractors performing services in connection with the improvements. The Bonds shall be with a surety company which is qualified pursuant to the Authority standards for sureties' on Authority construction projects.

     
     

     In an effort to expand its operations, Port Manatee agrees to install Mooring Facilities, which are fourteen (14) bare steel 45' long, 24" diameter, 1/2” wall piles at 60' spacing in lines along south and west sides to the north end of the mangroves, at 6' water depth, extending 12' above mean water level, with 25' embedment along the south edge of the south end of the south channel and along the west edge of the south channel at the south end of Berth 12 as depicted in Exhibit "E." In support of this improvement, Lessee shall pay the Authority a one-time payment of $50,000 for the improvement, by no later than the Port Authority's award of a contract for construction of the Mooring Facilities within the Mooring Area. During the term of this Lease, Lessee shall be responsible for any and all maintenance and repair for the Mooring Facilities.

     
     

     The Lessee shall make the improvements identified in Exhibit H to the Bay Street North Parcel within one (1) year or sooner from December 31, 2021 (“Bay Street North Parcel Improvement Deadline”). The Lessee shall provide evidence of: 1) the costs of the improvements identified in Exhibit H through invoices and 2) payment of those invoices. The improvements identified in Exhibit H to the Bay Street North Parcel shall not exceed Two Million Dollars ($2,000,000.00) without the Authority's written approval. Once the improvements identified in Exhibit H to the Bay Street North Parcel are made, the Lessee shall insure such improvements in accordance with the paragraph of the Lease entitled "Insurance."

     
     

     Before July 1, 2022, the Lessee shall repair the office building roof of the office at the Bay Street North Parcel by coating the entire roof in EverSeal and the purchase of stormwater credits associated with the new 48,000 square foot warehouse to be constructed on the 10-acre Parcel, (collectively the "Warehouse 3 Credit Improvements"). The Lessee must first obtain approval of the Authority in accordance with this paragraph entitled "Improvements" of the Lease.

     
     

9. IMPROVEMENT REMOVAL AND LAND RESTORATION. The Parties recognize that certain permanent improvements to be constructed, erected, or installed upon the demised premises may be of permanent benefit to the Authority upon the expiration of the term of this Lease. At least sixty (60) days prior to the expiration of the term of this Lease, the Authority shall notify the Lessee in writing of the extent and location of any such permanent improvements that the Authority wants to remain in existence subsequent to the expiration or termination of this Lease, the Lessee shall not take any action for the destruction or removal of those permanent improvements. Any such designated permanent improvements not destroyed or removed by the Lessee will be a part of the demised premises and becomes the property of and owned by the Authority upon the expiration or termination of this Lease. All other permanent improvements not designated by the Authority, together with all equipment, furnishings, furniture, machinery and other items of personal property, must be removed by the Lessee at no cost or expense to the Authority prior to the expiration or termination of this Lease and the demised premises, except the Mooring Area and the 2.015 acre Parcel, must be cleared, cleaned and restored by the Lessee to at least the condition as existed upon the commencement of this Lease or as otherwise specified in the paragraph of this Lease entitled "Conveyor System" of this Lease. For the 2.015 acre Parcel all other permanent improvements not designated by the Authority, together with all equipment, furnishings, furniture, machinery and other items of personal property, must be removed by the Lessee at no cost or expense to the Authority prior to the expiration or termination of this Lease and the 2.015 acre Parcel must be cleared, cleaned and restored by the Lessee to raw land.

   
   

   The Parties understand and agree that by May 20, 2022, the Lessee constructed improvements identified in Exhibit H, to the Bay Street North Parcel and upon the expiration or termination of this Lease those improvements will become the property owned by the Authority. The Lessee agrees that at the termination or expiration of this Lease, the improvements identified in Exhibit H, to the Bay

   
   

   Street North Parcel will be in substantially the same condition as when constructed, except for normal wear and tear. The Lessee shall not take any action for the destruction or removal of the improvements identified in Exhibit H, to the Bay Street North Parcel. The Authority is not required to provide a sixty (60) days notification to the Lessee in connection with the improvements identified in Exhibit H.

   
   

10. APPROVALS AND PERMITS. The Lessee shall obtain all necessary building or construction approvals, development orders and permits required and issued by an appropriate governmental regulatory agency in connection with the improvements identified in the paragraph of this Lease entitled "Improvements" at no cost, expense, liability, or obligation to the Authority.

    
    

11. EXISTING CONDITIONS. Subject to the provisions of the paragraph of this Lease entitled "Environmental Protection," the Lessee accepts the demised premises in its existing condition as of the date of this Lease and shall be solely responsible for all site clearance, site preparation, soil removal and soil replacement as a part of the construction or installation of the improvements provided for in this Lease at no cost or expense to the Authority. The Authority shall, to the extent same are available to it, furnish to the Lessee any documentation or other information it may have relating to said existing conditions without guaranteeing or warranting the accuracy or completeness of the documentation, including the letter from Stantec regarding Aboveground Storage Tank Assessment Report dated January 17, 2018 and the letter from the Florida Department of Environmental Protection regard Site Rehabilitation Completion Order with Conditions dated September 24, 2014, and the Phase I Environmental Site Assessment prepared for Argos USA Port Manatee Facility by Montrose Environmental dated July 11, 2019 (Montrose Project Number 048RC-621059), were provided to Lessee during negotiations of this Lease.

    
    

12. 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 8c. & Light Company or its successor in interests, Frontier Communications Company or its successor in interests, Manatee County Public Works Department, U.S. Coast Guard, U.S. Department of Agriculture and their agents, employees,

    
    

    servants and subcontractors will have access to such facilities to the extent necessary for the operations, maintenance and repair of the facilities.

    
    

13. WHARFAGE. In accordance with Item 335 of the Port Manatee Tariff, the Lessee shall pay to the Authority wharfage (not non-waterborne freight) rates for each short ton (2,000 pounds), hereinafter referred to as ton" or "tons," of cargo exported, imported, transported, or otherwise passing through Port Manatee by waterborne commerce, railroad train, or truck to or from the demised premises. From the commencement of the duration or term of this Lease, the wharfage rate will be at the then-current tariff rate. During the first year of the 10-acre Parcel term of the Lease, Lessee will be exempt from paying wharfage for the importation of any equipment used for improvement to or operations of the demised premises.

    
    

14. MINIMUM ANNUAL GUARANTEED TONNAGE. Regardless of the amount of short tons (2,000 pounds) of cargo actually shipped through Port Manatee by Lessee during the Initial Term or any extended term, Lessee guarantees that the following amount of short tons will be paid by Lessee to the Authority ("minimum annual guarantee” or "MAG"):

    • Year 1 – 0 short tons

    • Year 2 – 55,000 short tons

    • Year 3 – 150,000 short tons

    • Year 4-5 – 300,000 short tons each year

    • Year 6-10 - 400,000 short tons each year

    • Year 11+ - see below.

      
      

      Any MAG shortfall will be at a blended wharfage rate of $.80 per short ton. With each renewal option, the MAG shortfall wharfage rate will be increased 4 percent. In the event the Authority, due to berth congestion, is unable to dock a vessel transporting the Lessee's cargo on the day the cargo arrives at Port Manatee, then the Authority adjust the MAG as defined in the paragraph of this Lease entitled "Force Majeure and Abatement of Payments" in this Lease.

      
      

      Upon the expiration of each year of the term of this Lease, an accounting will be made as to the actual amount of wharfage charged by the Authority and paid by the Lessee for each particular year, and the Lessee shall pay within 30 days thereafter any difference remaining due between the amount of

      
      

      the wharfage actually paid and the amount of guaranteed wharfage for that particular year. In the event the Lessee elects to exercise its option to extend the term of this Lease set forth in the paragraph of this Lease entitled "Term," the parties shall negotiate the MAG for each extension period prior to commencement and the MAG must not be less than 400,000 short tons per year for any extended term(s).

      
      

15. TRUCK SCALES. The Lessee shall utilize the truck scales located at Port Manatee and operated by the Authority for the purpose of weighing truckloads of cargo of the Lessee arriving at or departing from Port Manatee. Each such truck will be weighed empty of cargo at times and with a frequency consistent with the Lessee's normal business practices and will be weighed loaded with cargo as the truck enters/departs Port Manatee. The Lessee shall pay to the Authority the rates provided in the then current Port Manatee Tariff. If Lessee installs truck scales as an improvement to the demised premises, then Lessee can utilize its truck scales for Lessee's cargo only.

    
    

16. CONVEYOR SYSTEM. A high-speed conveyor system is part of the 10-acre Parcel of the demised premise and the conveyor system includes a 1,440-foot-long conveyor with a 60-inch belt that can transfer aggregate materials at a rate of at least 2,000 tons per hour and up to 4,000 tons per hour ("Conveyor System"). As of the effective date of this Lease, the Conveyor System required repairs, including, but not limited to, the replacement of six new belts (which must be vulcanized), replacement of idlers (approximately 400) used to support the conveyor belt and the load carried on the belt, and repairs to the transfer points and conveyor drives. After the bid for the property was issued and prior to the effective date of this Lease, the Conveyor System unexpectedly suffered a minor amount of damage ("Minor Damage"), which is more particularly described in Exhibit C. Lessee agrees to obtain an itemized estimate for the repair of the Minor Damage ("Lessee's Estimate") and present it to the Authority for approval within ninety (90) days of the effective date of this Lease. Within fifteen (15) business days from the receipt of the Lessee's Estimate, the Authority either shall accept the Lessee's Estimate or have obtained its own itemized estimate for the repair of the Minor Damage. The Authority shall pay either the accepted Lessee's Estimate or its own itemized estimate for the repair of the Minor Damage and the Lessee shall repair the Minor Damage. The Parties agreed that, in exchange for the reduced rent evidenced in the paragraph of this Lease entitled "Rent," Lessee would make these repairs and all other necessary repairs to have the

    
    

    Conveyor's System in good working order (fully function for its intended purpose as described above), as determined by the Authority. Lessee agrees to make the repairs and have the Conveyor System ready for the Authority’s inspection by no later than twelve months after the effective date of this Lease, and the Authority agrees to not unreasonably withhold or delay approval of the Conveyor System. Once the inspection is complete and the Authority approves the Conveyor System ("Approval Date") and throughout the term of this Lease, Lessee, at its sole expense, shall be responsible for all maintenance and repairs of the Conveyor System. At the expiration or termination of this Lease, Lessee shall return the Conveyor System to the Authority to at least the same condition as on the Approval Date.

    
    

17. SIGNS. The Lessee at its sole expense and risk, but in conformity with all requirements of federal, state, and local law and regulations and, subject to the prior written approval by the Authority (which approval will not be unreasonably withheld or delayed), may erect signs upon the demised premises and other appropriate places adjacent to road and thoroughfares within Port Manatee.

    
    

18. MAINTENANCE. Except as otherwise provided in the paragraph entitled "Conveyor Systems" in this Lease, the Lessee shall cause the demised premises including any improvements thereto to be duly maintained and kept up throughout the duration or term of this Lease to the extent necessary to maintain the demised premises in a safe, tenantable and workable condition, including but not limited to the making of any repairs or replacements necessary to the demised premises due to damage done by any act of God, natural disaster or, default, negligence or omission of the Lessee, its agents, employees, invitees, patrons, servants or any other persons whomsoever under the control of the 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.

    
    

19. UTILITIES. The Lessee shall arrange for and pay for all utilities, 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.

    
    

20. 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 Port Manatee, 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 ensure that any such installation be the least disruptive to Lessee's operations. As of the Effective Date, the Authority does not envision needing any easements on the demised premises in constructing Berths 1, 2, and 3 in accordance with the Port Manatee Master Plan. If, in planning to construct or constructing Berths 1, 2, and 3, the Authority determines a need for any easement on the demised premises which would disrupt the Lessee's operations on the demised premises, then the Authority shall mitigate such disruption through alternative facilities/acreage, rent discounts, or any other appropriate method of mitigation as determined by the Authority.

    
    

21. 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 Authority from time to time, for use by any tenants of the Port (collectively, the "Common Areas"), in common with Authority, other tenants of the Port, and other persons designated by the Authority.

    
    

22. 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 the Lessee pursuant to this Lease are beneficial to both parties necessitating that there be a degree of cooperation between the Authority and the Lessee. The 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 the Lessee at Port Manatee.

    
    

23. ACCESS. Subject to the restrictions set forth in the paragraph entitled "Security" in this Lease, the Authority grants the Lessee a continuous (24 hours per day, 7 days a week) right of ingress and egress through Port Manatee to the demised premises and berthing facilities. 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.

    
    

24. 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, the 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 the 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 the Lessee to fully abide by and comply with the then current Port Manatee Tariff, may at the option of the Authority constitute a default by the Lessee entitling the Authority to exercise any or more of the remedies set forth in the paragraph of this Lease entitled "Events of Default." The Lessee acknowledges receipt from the Authority of a copy of the current Port Manatee Tariff.

    
    

25. TAXES AND LICENSE FEES. The Lessee shall 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 the Lessee upon any portion of the demised premises or in connection with the possession of any portion of the demised premises by the Lessee. Lessee shall have 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 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 shall not be required to join in any proceedings referred to in this paragraph unless required by law, in which event the Authority shall, upon written request by Lessee, join in proceedings or permit the proceeding to be brought in its name. Lessee covenants that the Authority shall 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.

    
    

26. ENVIRONMENTAL MATTERS. The 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, Memorandum of Agreement for Land Use Controls between the Authority and 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 the Lessee under the terms of this Lease. The Lessee shall 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 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, statutes, ordinances, rules, and regulations.

    1. The Authority shall have 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, during the normal business

       
       

       hours of the Lessee with reasonable notice to the Lessee and at no cost or expense to the Lessee.

    2. The 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 applicable laws.

    3. 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 during a time period between 60 and 90 days prior to the expiration of the term of this Lease. A copy of any written assessment, audit, or survey obtained by the Authority pursuant to the provisions of this subparagraph must be immediately furnished to the Lessee. If any worsening of the environmental condition of the demised premises attributable to the Lessee from that disclosed in any Environmental Site Assessment Reported carried under subparagraph A above is evident from this written assessment, audit, or survey, the Lessee shall cause any necessary action to be immediately taken to remediate such worsening. After the expiration of the Lease term, unless otherwise agreed by the Authority and the Lessee, the 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. The Lessee shall pay to the Authority rent in accordance with the paragraph of this Lease entitled "No Holding Over" of this Lease, together with any applicable Florida sales taxes, for each and every month during the time the Lessee is holding over due to required remediation. The 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.

    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 the Lessee determines that there is any significant or substantial deviation from the

       
       

       conditions, restrictions, and limitations set forth above or any provisions of applicable environmental laws, statutes, ordinances, rules, regulations, agency agreements, or requirements of any such federal, state, regional or county governmental authority (hereinafter referred to as "violation"), the Authority shall have the right, upon providing due notice to the 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 the 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 the 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 the Lessee until such violation has been corrected or take such lawful action as may be appropriate under the circumstances.

    5. 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.

    6. Nothing in this Lease will be construed to impair or limit the lawful rights of the Lessee to challenge or contest any such applicable laws, statutes, ordinances, rules, regulations, or requirements.

    7. 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 applicable 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 applicable 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 Authority as well as notice to 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 Authority's approval of the non- emergency remediation plan to be undertaken, which plan must be to the satisfaction of Authority in its reasonable discretion. If Lessee fails to promptly take action to contain, remove or remediate, as appropriate, the substances, Authority will be entitled to take all actions that it deems appropriate to contain, remove or remediate the substances released in a manner that is not in compliance with applicable laws, at Lessee's sole expense and Lessee shall immediately reimburse Authority for all such reasonable expenses due upon demand. In the event that Authority has reasonable evidence that substances were used, generated, released, discharged, stored or disposed by Lessee at the demised premises in violation of applicable laws, 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.

    
    

27. LESSEE’S INSURANCE. During the term of the Lease, the Lessee shall provide, pay for, and maintain with insurance companies satisfactory to the Authority, the types of insurance described in this Lease.

    1. All insurance must be from responsible insurance companies, having an A.M. Best rating of A-/VIII or better, eligible 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 shall be included as an Additional Insured on the 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. The 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. The Lessee shall take immediate steps to make up any impairment to any Aggregate Policy Limit upon notification of the impairment.

       
       

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

       
       

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

    
    

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

       
       

    2. 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, the Lessee shall be fully responsible for the deductible, self-insured retention, self-insured amount or any other amounts not payable by the Lessee's insurers.

       
       

    3. 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.

    4. Renewal Certificate(s) of Insurance must be provided to the Authority at least ten (10) days prior to expiration of current coverage.

       
       

    5. If the 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.

       
       

    6. If the Lessee utilizes contractors or sub-contractors to perform any work on Authority property, the Lessee will ensure all contractors and sub-contractors maintain the same types and amounts of insurance required of the Lessee. In addition, the Lessee will ensure that the

       
       

       contractors and sub-contractors insurances comply with all of the insurance requirements specified for the Lessee contained within this Lease. The Lessee shall obtain Certificates of Insurance comparable to those required of the Lessee from all contractors and sub-contractors. Such Certificates of Insurances must be presented to Authority upon request.

       
       

    7. Accident Reports. The Lessee shall immediately notify the Authority of any accidents involving the Lessee's staff, vehicles, or equipment that occur while the 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:

       
       

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

       
       

    9. 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

          
          

       2. Commercial General Liability Insurance must be maintained by the 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 & $2,000,000.00 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 the 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 the Lessee does not own automobiles, the Lessee's Commercial General Liability policy referenced in Paragraph 2.02.02 above must be endorsed to provide "Non Owned and Hired Automobile Liability" coverage.

          
          

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

          
          

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

          
          

       5. Professional Liability Insurance shall be maintained by the 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, with limits of not less than $2,000,000.

          
          

       6. Builders Risk Insurance shall be maintained by the 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.

    
    

28. INDEMNIFICATION. Regardless of whether or not there is any applicable insurance, Lessee shall release, indemnify, defend, and hold harmless the Authority and its Port Authority members, officers, agents and employees ("Authority Indemnitee"), from all fines, taxes, assessments, penalties, claims, suits, actions, obligations, charges, demands, losses, damages, liabilities, remediation and response expenses, costs, expenses (including, without limitation, attorneys' fees, engineering fees

    
    

    and the costs and expense of appellate action, if any) (collectively, "Claims"), and causes of action of every kind or character whatsoever, whether in law or equity, in connection with any loss of life, bodily or personal injury, violation of Environmental Laws (including, without limitation, those matters described in the paragraph of this Lease entitled "Environmental Matters" of this Lease), violation of grant requirements, or damage to or loss of property arising from or out of: (1) any occurrence in, upon, at, or about the demised premises or any part thereof occasioned or 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, licensee, invitees, or by any other person entering the demised premises under express or implied invitation of Lessee ("Lessee and Others"), or (2) arising out of or relating to Lessee and Others use of the demised premises, or (3) arising out of or relating 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 gross negligence or willful misconduct of the Authority Indemnitee. The Authority shall not be liable or responsible for any loss or damage to any property or the death of or injury to any person occasioned by theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition of other governmental body or authority, by other Port lessees or by any other matter beyond the control of the Authority. 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 may not be terminated, discharged or released in whole or in part for a period of six (6) years after the date of termination or expiration of this Lease.

    
    

29. GOVERNMENTAL IMMUNITY. Nothing in this Lease is intended to serve as a waiver of sovereign immunity by Authority or may 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.

    
    

30. 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 the 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 the Lessee pursuant to the provisions of this Lease then and in that event, the 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 the Lessee and the Authority, arranging for a separate entrance to certain facilities at Port Manatee. The 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 the Lessee, then and in that event, the Lessee shall take all reasonable action consistent with its requirements 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 the Lessee or the Authority, or to limit the lawful rights of any labor organization representing said employees.

    
    

31. RELATIONSHIP BETWEEN THE PARTIES. The Authority is not exercising any dominion, control or supervision over the activities and operations of the 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.

    
    

32. ASSIGNMENT OR SUBLETTING. The Lease is binding upon and will inure to the benefit of the Parties and their respective successor and assigns. However, this Lease may not be assigned and no portion of the demised premises may be sublet by the Lessee without the express written approval of the Authority. The Authority will not arbitrarily delay or refuse to permit such an assignment if the 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 the Lessee. The Authority will not arbitrarily delay or refuse to permit subletting providing that the Lessee always remains liable to the Authority for carrying out the terms and conditions of this Lease and further providing that the 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. The 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.

    
    

33. LESSEE REPRESENTATIONS. The 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 person(s) who, in the aggregate or individually, directly or indirectly own 50% or more of the 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 any person(s) who, in the aggregate or individually, directly or indirectly own 50% or more of the 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. The Lessee (which includes its officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of the 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.

    
    

34. LESSEE’S COMPLIANCE. Lessee shall comply with all applicable laws, and shall promptly comply with all governmental orders and directives for the correction, prevention, and abatement of any violation of applicable laws, 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 laws. 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 laws. 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 laws, regulations, rules, decisions, codes, orders, or ordinances of any federal, state, County or other local government, or appropriate regulatory agencies, now in fore during the term of this Lease or which may hereinafter be in force.

    
    

    To the extent the Lessee receives any notices of violations of any permit or applicable law issued by any governmental authority relating to the construction of the improvements, (other than violations related to the construction of the Mooring Area improvements by the Authority) leasing of the demised premises, or the operations at the demised premises or concerning its other activities under this Lease ("Citation"), the Lessee shall promptly respond to the Citation. The Lessee shall provide

    
    

    notice and a copy of each Citation to the Authority promptly after the Citation is received by the Lessee. Thereafter, the Lessee shall keep the Authority informed on the ongoing status of the Lessee's efforts to address the Citation and the Lessee shall provide notice to the Authority when the Citation has been satisfactorily resolved. The Lessee shall pay all costs of investigating and responding to a Citation, all costs of correcting deficiencies and achieving compliance with applicable laws, and all fines assessed as a result of the Lessee's non-compliance.

    
    

35. 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 effects the demised property for the development, construction or operation of the Lessee, in accordance with the paragraph of this Lease entitled "Purpose" of this Lease, in the Authority's reasonable determination, the Lessee may terminate this Lease whereupon the Parties will be relieved from further liability under this Lease. Prior to any termination of the Lessee, 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. If Lessee does not terminate this Lease following the occurrence of a taking, then this Lease shall remain in effect with respect to the portion of the demised premises not taken, and the rent and other amounts payable under this Lease for the remainder of the Term shall be reduced on a just and proportionate basis having due regard for the relative value and acreage of the portion of the demised premises taken by the condemner as compared to the remainder thereof and taking into consideration the extent, if any, to which Lessee’s use of the remainder of the demised premises shall have been impaired or interfered with by reason of the taking.

    
    

    The Authority will be entitled to any compensation awarded for any taking, whether for the whole or a portion of the demised premises, for Authority's fee simple title interest and future rent loss. The Lessee will be entitled to any compensation awarded for any taking, whether for the whole or a portion of the demised premises, for the Lessee's leasehold interest, all improvements installed by Lessee that were part of the taking, Lessee's moving expenses, and the value of Lessee's trade fixtures.

    
    

36. 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; 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 Authority is not adequately secured by bond or otherwise, within thirty (30) calendar days after Lessee has received notice thereof; or

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

    10. 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

    11. 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

    1. 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

       
       

       
       

    2. If Lessee uses or permits the use of the demised premises in violation of any law, rule, or regulation (including, but not limited to, environmental laws); or

    3. If Lessee attempts to or does mortgage or pledge Lessee's interest hereunder; or

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

    5. 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

    6. 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

    7. Lessee's failure to comply with the material terms of all port tariffs or Authority rules and regulations and such failure continues for more than thirty (30) days after delivery of written notice of such default to Lessee by the Authority or the Authority's agents; or

    8. 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 default, or at any time thereafter during the continuance the default, Authority, by its Board, may, at its option, immediately terminate this Lease, and all rights of Lessee under this Lease. 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 Authority and shall cease operations. In the event of any termination by Authority, Lessee shall have no further rights under this Lease and further covenants and agrees to yield and deliver peaceably and promptly to Authority, possession of the demised premises on the date of cessation of the letting, whether such cessation be by termination, expiration, or otherwise. Authority, its agents, employees, and representatives shall 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 shall be liable for all damages incurred by Authority in connection with Lessee's default or the termination of this Lease upon such a 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 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 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.

    
    

37. 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 default, Lessee may be determined by Authority to be a "habitual violator." At the time that such determination is made, 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 defaults and that any subsequent breaches or defaults, of whatever nature, taken with all previous breaches and defaults, will be considered cumulative and collectively, constitute a condition of noncurable default and grounds for immediate termination of this Lease. In the event of any such subsequent breach or default, Authority may terminate this Lease. Authority shall provide written notice to Lessee of the effective termination date.

    
    

38. TERMINATION WITHOUT NOTICE. The occurrence of any of the following during the

    term of this Lease will immediately confer upon 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 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 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.

    
    

39. 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.

    
    

40. 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, Authority is irrevocably authorized, at its option, to terminate this Lease_ 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 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.

    
    

41. FORCE MAJEURE AND ABATEMENT OF PAYMENTS.

    1. Acts, events, incidents or occurrences which would constitute a breach or default by the 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 the Lessee could not have foreseen that happen or occur through no action, fault, inaction, negligence or other conduct by the Lessee, its agents, contractors, employees, invitees, licensees, servants, or subcontractors will not be deemed a breach or default by the Lessee of this Lease_ Except to the extend 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 the Lessee or the activities and operations of the Lessee upon the demised premises. Notwithstanding the foregoing, the 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 the 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 government authority, or by expropriation, confiscation, nationalization or other similar event. 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, the Lessee shall have the right to terminate this Lease without penalty upon the Lessee giving the Authority written notice of said termination.

    2. If during any term of this Lease, Lessee is prevented from, or materially hindered in, using the demised premises as a result of any act or omission by any person other than Lessee or its employees, representatives, agents or invitees or as a result of force majeure as provided in this paragraph, wharfage charges with respect to guaranteed minimum tonnage will be abated on a pro rata basis and will not be required to be recommenced until such use is restored, as determined by the Authority. Abatement on a pro rata basis means that the minimum number of net tons of materials guaranteed by Lessee annually will be reduced to the extent to which (measured in tons of materials) Lessee is respectively prevented from, or materially hindered in, using the demised premises.

    
    

42. 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 the 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 the Lessee at Port Manatee pursuant to the provisions of this Lease result in a determination that the Lessee is a marine terminal operator and if the charges, fees, rates and other income received by the Lessee from others in connection with the activities and operations of the Lessee as a marine terminal operator are subject to approval or filing requirements under federal laws or regulations administered by the Federal Maritime Commission, the Lessee shall 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.

    
    

43. 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 (941) 722-6621

    
    

44. NOTICE. All notices required or allowed by this Lease must be delivered by email (with a requirement that the recipient acknowledge receipt), third party overnight courier (including overnight couriers' services such Federal Express) or Certified Mail, Return Receipt Requested, postage paid addressed to the party to whom notice is given at the following addresses:

    
    

    • If to Lessee: Agunsa Maritime Terminal, LLC c/o Agunsa USA, Inc.

      Address: 1200 Brickell Ave, Suite 400,

      Miami FL 33131

      Telephone: (786) 359-2883

      Email: camilo.fernandez@agunsa.com

      
      

      Copy to: Maximiliano Urenda O. Address: 1200 Brickell Ave, Suite 400,

      Miami FL 33131

      Telephone: (786) 359-2883

      Email: maximiliano.urenda@agunsa.com

      
      

    • If to Authority: Manatee County Port Authority. Address: Attention: Executive Director

      300 Tampa Bay Way, Suite One Palmetto, Florida 34221

      
      

      Telephone: (941) 722-6621

      Facsimile: (941) 729-1463

      Email: cbuqueras@portmanatee.com

      
      

      Copy to: Port Counsel

      Bryant Miller Olive P.A.

      201 North Franklin Street, Suite 2700

      Tampa, FL 33602

      Telephone: (813) 272-6677

      Facsimile: (813) 223-2705 Email: jcowan@bmolaw.com

      
      

      Notice is deemed to have been given upon receipt by recipient as evidenced by an email acknowledging receipt by overnight courier Air bill or by return receipt. In the event the recipient fails or refuses to sign the Return Receipt, the receipt will be sufficient.

      
      

45. CONTROLLNG LAW. The enforcement of this Lease and the interpretation of the provisions of the Lease are controlled and governed by the laws of the State of Florida. Any action or proceeding brought by the Lessee against the Authority for the enforcement of this Lease or the interpretation of the provisions of this Lease will be brought in a court of applicable jurisdiction in the State of Florida and the venue for any such action or proceeding will be in Manatee County, Florida unless the default implicates or involves a federal statute, regulation, order or permit in which case venue will be in the federal courts with the Middle District of the State of 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 under this Lease, a Judge rather than a jury would be the most efficient and qualified trier 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 PROCEEDING 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. NO 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.

    
    

46. AMENDMENTS. This Lease may not be modified, amended, or altered except by in a written document prepared with the same formality and of equal dignity as this Lease and executed by Authority and Lessee.

    
    

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

    
    

48. NO THIRD PARTY BENEFICIARIES. Neither Authority nor Lessee intends to benefit a third party directly or indirectly 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.

    
    

49. LEASE ADMINISTRATION. The Authority 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, including, but not limited to, those decisions in this Lease at the sections entitled “Purpose,” “Term,” “Improvements,” and “Maintenance.”

    
    

50. 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 will not be construed more or less favorable with respect to either party as a consequence of the Lease having been drafted by one of the Parties. The language agreed to expresses their mutual intent and the resulting document may not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. The Parties acknowledge that they have sought and received whatever competent advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations in this Lease and that the preparation of this Lease has been their joint effort. 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.

    
    

51. AUTHORITY TO EXECUTE. Each of the Parties covenants to the other party 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 set forth below.

    
    

52. COUNTERPARTS; SIGNATURES. This Lease will become effective upon its execution 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. Signatures may be given via facsimile or e-mail transmission and will be deemed given as of the date and time of the transmission of this Lease to the other party.

    
    

53. SEVERABILITY. In the event that any one or more of the provisions contained in this Lease

is, for any reason, held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect other provisions of this Lease.

IN WITNESS WHEREOF, the Parties have caused this Consolidated Lease to be executed as of the Effective Date.

ATTEST: ANGELINA "ANGEL" COLONNESO

Clerk of Court

MANATEE COUNTY PORT AUTHORITY

By:   By:           _

Chairman

PORT AUTHORITY

AGUNSA MANATEE TERMINAL LLC

Printed: /tJ,f-'fTJHl,u /42

Title: &c Nt:rlA '-- /14;v6,e.._

Left Blank Intentionally

Exhibit F

Exhibit G

Exhibit H

Exhibit I

Exhibit J

August 22, 2023

CONSENT

AGENDA ITEM 1.J: PUBLIC TRANSPORTATION GRANT

AGREEMENT –BERTH REHAB

BACKGROUND:

The Florida Department of Transportation (FDOT) has agreed to participation in additional funding of $2,500,000 for berth rehabilitation of certain Port berths and has provided the attached the Public Transportation Grant Agreement (PTGA). As a condition of the grant, the Port is obligated to contribute 25% (or $833,333), bringing the total project costs to

$3,333,333. To enter into the agreement, FDOT requires that the Port Authority adopt a resolution specifically approving the PTGA and authorizing the execution of the PTGA on behalf of the Port Authority by specifically designated officials.

ATTACHMENT:

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

COST AND FUNDING SOURCE:

FDOT funding of $2,500,000 and $833,333 Port

CONSEQUENCES IF DEFERRED:

Delay in execution of the PTGA

LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

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

Financial Project Number

433457-1-94-08

Contract Number G2M63

PA-23-24

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

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

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

NOW THEREFORE BE IT RESOLVED by the Manatee County Port Authority

that:

1. The State of Florida Department of Transportation Public Transportation Grant Agreement, identified as State Grant Number G2M63 wherein the Department agrees to a maximum participation in the amount of $2,500,000 is approved. The Chairman of the Port Authority, or, in the absence of the Chairman, any Vice Chairman of the Port Authority, is authorized to execute the Public Transportation Agreement on behalf of the Port Authority.

   
   

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

   
   

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

ADOPTED with a quorum present and voting this the 22nd day of August, 2023. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT

CLERK OF CIRCUIT COURT AUTHORITY

By:             

Chairman

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PUBLIC TRANSPORTATION GRANT AGREEMENT

Form 725-000-01 STRATEGIC DEVELOPMENT

OGC 07/22

CFDA Title:

CSFA Number: CSFA Title:

N/A

55.005

Seaport Grant Program

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

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

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

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

   
   

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

   
   

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

   
   

   Aviation

   X Seaports Transit lntermodal

   Rail Crossing Closure

   Match to Direct Federal Funding (Aviation or Transit)

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

   Other

   
   

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

   X Exhibit A: Project Description and Responsibilities

   X Exhibit B: Schedule of Financial Assistance

   *Exhibit B1: Deferred Reimbursement Financial Provisions

   *Exhibit B2: Advance Payment Financial Provisions

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

   X *Exhibit C: Terms and Conditions of Construction

   X Exhibit D: Agency Resolution

   X Exhibit E: Program Specific Terms and Conditions

   X Exhibit F: Contract Payment Requirements

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

   
   

   STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

   PUBLIC TRANSPORTATION GRANT AGREEMENT

   Form 725-000-01 STRATEGIC DEVELOPMENT

   OGC 07/22

   
   

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

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

   *Additional Exhibit(s):

   
   

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

   
   

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

   
   

6. Term of Agreement. This Agreement shall commence upon full execution by both Parties ("Effective Date") and continue through April 30, 2028. If the Agency does not complete the Project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the Department prior to the expiration of this Agreement. Expiration of this Agreement will be considered termination of the Project. The cost of any work performed prior to the Effective Date or after the expiration date of this Agreement will not be reimbursed by the Department.

   
   

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

      
      

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

      
      

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

   
   

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

   
   

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

      
      

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

      
      

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

      
      

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

      
      

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

      
      

      STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

      PUBLIC TRANSPORTATION GRANT AGREEMENT

      Form 725-000-01 STRATEGIC DEVELOPMENT

      OGC 07/22

      
      

      
      

9. Project Cost:

   
   

   1. The estimated total cost of the Project is $3,333,333. This amount is based upon Exhibit "B", Schedule of Financial Assistance. The timeline for deliverables and distribution of estimated amounts between deliverables within a grant phase, as outlined in Exhibit "B", Schedule of Financial Assistance, may be modified by mutual written agreement of the Parties and does not require execution of an Amendment to the Public Transportation Grant Agreement. The timeline for deliverables and distribution of estimated amounts between grant phases requires an amendment executed by both Parties in the same form as this Agreement.

      
      

   2. The Department agrees to participate in the Project cost up to the maximum amount of

      $2,500,000 and, the Department's participation in the Project shall not exceed 75.00% of the total eligible cost of the Project and as more fully described in Exhibit "B", Schedule of Financial Assistance. The Agency agrees to bear all expenses in excess of the amount of the Department's participation and any cost overruns or deficits involved.

      
      

10. Compensation and Payment:

    
    

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

       
       

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

       
       

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

       
       

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

       
       

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

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

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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

        
        

        STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

        PUBLIC TRANSPORTATION GRANT AGREEMENT

        Form 725-000-01 STRATEGIC DEVELOPMENT

        OGC 07/22

        
        

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

        
        

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

        
        

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

           
           

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

              
              

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

              
              

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

              
              

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

              
              

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

           
           

           STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

           PUBLIC TRANSPORTATION GRANT AGREEMENT

           Form 725-000-01 STRATEGIC DEVELOPMENT

           OGC 07/22

           
           

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

           
           

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

    
    

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

       
       

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

       
       

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

       
       

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

          
          

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

          
          

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

       
       

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

       
       

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

          
          

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

          
          

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

          
          

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

       
       

12. Contracts of the Agency:

    
    

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

       
       

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

       
       

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

       
       

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

    
    

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

       
       

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

    
    

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

       
       

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

       
       

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

          
          

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

          
          

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

          
          

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

          
          

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

       
       

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

          
          

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

          
          

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

    
    

    Federal Funded:

    
    

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

       
       

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

       
       

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

          
          

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

          
          

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

          
          

       4. The Agency must electronically submit to the Federal Audit Clearinghouse (FAG) at https://harvester.census.gov/facweb/ the audit reporting package as required by 2 CFR Part 200, Subpart F -Audit Requirements, within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period. The FAC is the repository of record for audits required by 2 CFR Part 200, Subpart F

          -Audit Requirements. However, the Department requires a copy of the audit reporting package also be submitted to FDOTSingleAudit@dot.state.fl.us within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period as required by 2 CFR Part 200, Subpart F - Audit Requirements.

          
          

       5. Within six months of acceptance of the audit report by the FAG, the Department will review the Agency's audit reporting package, including corrective action plans and

          
          

          STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

          PUBLIC TRANSPORTATION GRANT AGREEMENT

          Form 725-000-01 STRATEGIC DEVELOPMENT

          OGC 07/22

          
          

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

          
          

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

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

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

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

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

          6. Take other remedies that may be legally available.

             
             

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

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

          605 Suwannee Street

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

          
          

          State Funded:

          
          

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

             
             

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

             
             

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

                
                

                STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                PUBLIC TRANSPORTATION GRANT AGREEMENT

                Form 725-000-01 STRATEGIC DEVELOPMENT

                OGC 07/22

                
                

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

                
                

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

                
                

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

                
                

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

                
                

                Florida Department of Transportation Office of Comptroller, MS 24

                605 Suwannee Street

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

                
                

                And

                
                

                State of Florida Auditor General Local Government Audits/342

                111 West Madison Street, Room 401

                Tallahassee, FL 32399-1450

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

                
                

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

                
                

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

                
                

                STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                PUBLIC TRANSPORTATION GRANT AGREEMENT

                Form 725-000-01 STRATEGIC DEVELOPMENT

                OGC 07/22

                
                

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

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

                
                

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

          
          

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

       
       

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

    
    

17. Restrictions, Prohibitions, Controls and Labor Provisions:

    
    

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

       
       

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

       
       

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

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

       
       

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

       
       

    7. E-Verify. The Agency shall:

       
       

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

          
          

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

          
          

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

       
       

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

       
       

18. Indemnification and Insurance:

    
    

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

       
       

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

       
       

       This indemnification shall survive the termination of this Agreement."

       
       

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

       
       

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

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

       
       

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

       
       

19. Miscellaneous:

    
    

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

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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

       
       

       STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

       PUBLIC TRANSPORTATION GRANT AGREEMENT

       Form 725-000-01 STRATEGIC DEVELOPMENT

       OGC 07/22

       
       

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

       
       

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

       
       

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

       
       

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

       
       

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