A meeting of the Manatee County Port Authority will be held during a Board of County Commissioner’s meeting Tuesday, November 14, 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

November 14, 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.

1. CALL TO ORDER

   
   

2. Public Comments

   
   

3. Consent Agenda

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

   
   

4. Executive Director Comments

   
   

5. Commissioner Comments

   
   

6. Adjourn

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

James Satcher, Chairman;

Jason Bearden 1st Vice-Chairman; Mike Rahn 2nd Vice-Chairman;

Amanda Ballard 3rd Vice-Chairman; George Kruse, Member; Ray Turner, Member; Kevin Van Ostenbridge, Member

November 14, 2023

1. CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes – October 19, 2023

      
      

   3. Budget Resolution – FY 2023

      
      

   4. Deletion of Port Assets

      
      

   5. Personnel Policy Holiday Revision

      
      

   6. Amendment for Extension of Public Transportation Grant Agreement – Berth Rehab

      
      

   7. Second Amendment to Port Manatee Legal Services Agreement

      
      

   8. Agreement Between Citrosuco North America, Inc. and Manatee County Port Authority

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 321,228.95

MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

PORT MANATEE INTERMODAL CENTER, THIRD FLOOR

1905 Intermodal Circle Palmetto, Florida October 19, 2023

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

Present were:

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

Amanda Ballard, Third Vice-Chairman George W. Kruse

Ray Turner, entered during the meeting Kevin Van Ostenbridge

Also present were:

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

Neil Enruh, Finance Administration, Clerk of the Circuit Court Robin Toth, Deputy Clerk, Clerk of the Circuit Court

Chairman Satcher called the meeting to order at 9:00 a.m.

AGENDA PA20231019DOC001

The Invocation was delivered by Chaplain

1. INVOCATION AND PLEDGE OF ALLEGIANCE

   Jeff Holton, Anchor House.

   
   

2. PLEDGE OF ALLEGIANCE

   The Pledge of Allegiance was led by Member Mike Rahn.

   
   

   Members of the audience

3. AUDIENCE INTRODUCTIONS

   introduced themselves.

   
   

4. PUBLIC COMMENTS

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

   
   

   ANNOUNCEMENTS – PORT SECURITY

   Carlos Buqueras, Executive Director, stated the level of security at SeaPort Manatee has increased.

   
   

5. EMPLOYEE RECOGNITION – VIRGINIA ZIMMERMANN

   Carlos Buqueras, Executive Director, recognized Virginia Zimmermann, Director of Communications and Public Relations, for ten years of service. PA20231019DOC002

   (Enter Member Rahn)

   
   

6. PRESENTATION – TERRY FLUKE, TAMPA BAY PILOTS ASSOCIATION

   Terry W. Fluke, Executive Director, Tampa Bay Pilots Association, utilized a slide presentation on the history of Tampa Bay Pilots Association, statistics of the 70 miles of navigable commercial ship channel, weather conditions that effect vessels in transit, leveraging latest technology of Portable Pilot Units (PPU’s), increases in business and moving vessels in/out of Port Manatee, use of real-time meteorological data, Tampa Bay Pilots workforce, qualifications of a harbor pilot, providing Port communities with maritime

   
   

   information, community support, assets and amenities at SeaPort Manatee. A video was shown of harbor pilots navigating vessels in Tampa Bay. https://youtu.be/IE9qbkG8FcY?si=7JCkJi1oKmkhTisa

   
   

   Mr. Fluke congratulated Mr. Buqueras for being named Chairman of Florida Ports Council.

   PA20231019DOC003

7. PRESENTATION – CHAPLAIN JEFF HOLTON, ANCHOR HOUSE

   Chaplain Jeff Holton, Executive Director and Chaplain of the Anchor House, utilized a slide presentation of Anchor House operations, this is the 30-year anniversary of the Anchor House, Anchor House Mission Statement, Anchor House is the only mission in the area that has easy access to the seafarers, September statistics of services provided, the Anchor House is a local volunteer-led ministry, and annual banquet at IMG on March 9, 2024.

   PA20231019DOC004

8. PRESENTATION – EVAN HINSHAW, APEX ENGINEERED PRODUCTS

   Evan Hinshaw, Vice-President of Sales and Technology, APEX Engineered Products, utilized a slide presentation of APEX product line of premium chemical process equipment, professional affiliations and accreditations, APEX headquarters in Erie, Pennsylvania, markets served, solutions for the most demanding applications, premium metals design and fabrication, the largest range of materials in the industry, APEX is the exclusive representative of graphic India in North America, welding, quality control, and APEX Customer Portal.

   PA20231019DOC005

9. CONSENT AGENDA PA20231019DOC006

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

   
   

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

   
   

   1. WARRANT LIST

      Accepted Warrant Listing from September 14, 2023, to October 12, 2023

      PA20231019DOC007

   2. MINUTES

      Approved the Minutes of September 12, 2023 and September 26, 2023

   3. BUDGET RESOLUTION

      Adopted Budget Resolution PA-23-26, budgeting $9,500 of Port cash to Port Capital Improvement Warehouse 6 Modernization project for engineer of record travel expenses PA20231019DOC008

   4. PORT AUTHORITY NOTICE OF MEETING SCHEDULE FOR FISCAL YEAR 23/24

      • Adopted Resolution PA-24-01, giving notice of Authority meetings for Fiscal Yar (FY) 23/24; and

      • Executive Director of the Port Authority instructed to cause a copy of said resolution to be published in The Bradenton Herald, in accordance with the requirements of Section 189.015, Florida Statutes PA20231019DOC009

   5. 2024 PORT AUTHORITY HOLIDAY AND PAY DATE SCHEDULE

      Approved the Schedule of holidays and pay dates for the Manatee County Port Authority for calendar year 2024 PA20231019DOC010

   6. PORT MANATEE TARIFF NO. 3

      Approved modifications to Port Manatee Tariff No. 3:

      • Item 144 – Discharge of Oils, etc., into Waterways, is modified to include ship engine exhaust scrubber washwater as unlawful discharge; and

      • Item 385 – Holidays, is modified to include Good Friday as an observed holiday

        PA20231019DOC011

        
        

   7. PROCUREMENT POLICY UPDATE

      Approved Manatee County Port Authority Procurement Policy as revised, to increase Category One purchases from $2,500 to $5,000, for PCard or Direct Expenditure Vouchers (DEV), and increase Category Two purchases to the beginning threshold of

      $5,000.01. Other minor changes for clarity and scrivener’s errors made (reflective on Pages 5, 12, 31, 33, 46, 49, 50 and 51) PA20231019DOC012

   8. REQUEST FOR REFUND

      Approved refund to Kinder Morgan Energy Partners, L.P., in the amount of $51,810.58, for overtime rate charges for scale operations on several transactions that were inadvertently applied during normal working hours as listed in Tariff No. 3, Item 437

      (End Consent Agenda) PA20231019DOC013

      
      

10. EXECUTIVE DIRECTOR EVALUATION DISCUSSION

    Jennifer Cowan, Port Authority Attorney, provided a summary of the short-term annual evaluation to Authority members for the evaluation of Mr. Buqueras. Mr. Buqueras was evaluated in the following eight categories of performance:

    
    

    • Business Development – All ranked outstanding

    • Relationship with the Port Authority – Ranked outstanding and one meets standards

    • Financial Management and Regulatory Compliance – All ranked outstanding

    • Public Image and Community Relations – Ranked outstanding and one meets standards

    • Strategic Planning and Goals – All ranked outstanding

    • Leadership – All ranked outstanding

    • Job and Industry Knowledge – All ranked outstanding

    • Judgement and Decision Making – All ranked outstanding

    
    

    There were no rankings that need improvements, and Mr. Buqueras was rated outstanding by the majority of all Members in all categories.

    
    

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

    
    

    Mr. Buqueras thanked Authority Members for their comments and positive evaluation, and stated his evaluation represents the result of team work and performance by Port staff.

    PA20231019DOC014

    PUBLIC COMMENT (continued)

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

    
    

11. EXECUTIVE DIRECTOR COMMENTS

    Carlos Buqueras, Executive Director, utilized a slide presentation to highlight Port activities:

    
    

    • Introduced Carlo Barbieri, Founder and President of Oxford Group, new tenant of international trade hub from Brazil-Florida Business Council

    • SeaPort Manatee Celebrates 8th Annual Trucker Appreciation Day

    • Community Outreach Efforts

    • SeaPort Manatee Welcomed two new business: Maschmeyer Concrete and Feutainer – provider of solar infrastructure

    • SeaPort Manatee attends Breakbulk Americas in Houston

    • FY 2022/2023 Year End Stats

    • Breakbulk Cargo Sector experienced the largest increase in FY 2023

    • Fruits and Vegetables are on the rise

    • Yachts the biggest gainer among SeaPort Manatee Commodities, from MarineMax, Inc.

    • Grants obtained in FY 2023 for new rail funding, new berth rehab funding and new

      
      

      security funding

    • Completed projects of Phase 2B Container Yard Expansion of 6.62 acres, Fencing along the North side, and Maintenance dredging

    • Letter of Intent with Port Ashdod, Israel – February 2023 asked Port to sign a technical letter of cooperation to adopt best practices – Port Manatee was the only Port to have this. PA20231019DOC015

    
    

    LETTER – STAND WITH ISRAEL AND ASHDOD PORT

    Chairman Satcher read a letter to Chairwoman of Ashdod Port, Ashdod, Israel. The letter states that SeaPort Manatee proudly stands with the State of Israel and declares its unwaivering support for Israel in its efforts to defend itself and its people against the appalling acts of terrorism by Hamas. He requested authorization to execute the letter.

    
    

    A motion was made by Member Van Ostenbridge and seconded by Member Bearden, to approve execution of the letter as written.

    
    

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

    
    

    The motion carried 7-0. BC20231019DOC016

12. AUTHORITY MEMBER COMMENTS

There were no Port Authority Member comments.

ADJOURN

There being no further business, Chairman Kruse adjourned the meeting at 10:29 a.m. Minutes Approved:         

November14, 2023

CONSENT

AGENDA ITEM 3.C BUDGET RESOLUTION-FY2023

BACKGROUND:

This resolution transfers $11,000 from the Port Grants Capital Improvement 800 mhz Radio Operating project back to Port cash.

ATTACHMENT:

Budget Resolution PA-23-27.

COST AND FUNDING SOURCE:

$11,000 transfer back to Port Cash.

CONSEQUENCES IF DEFERRED:

Delay in budget allocations.

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to adopt Budget Resolution PA-23-27.

RESOLUTION PA-23-27 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 14th day of November 2023.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:                 

BUDGET AMENDMENT RESOLUTION NO. PA-23-27 AGENDA DATE: November 14, 2023

1) Fund: Port Capital Grants Port cash

Section: 800 mhz Radios Ops

Description: Budgets $11,000 transfer to Port cash from the 800 mhz radio capital grant project.

Batch ID: BAAL111423A Reference: BU24000090

November 14, 2023

CONSENT

AGENDA ITEM 3.D.: DELETION OF PORT ASSETS BACKGROUND:

Several old, obsolete assets that are no longer in use and are uneconomical to upgrade or repair are considered surplus and should be removed from the Manatee County Port Authority Fixed Assets Listing. The surplus assets will be offered for public bid, auctioned, destroyed, and/or E-scrapped.

ATTACHMENT:

Asset Deletion - November 14, 2023

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

Delay in updating property records.

LEGAL REVIEW: N/A

RECOMMENDATION:

Remove assets as listed on the attached Asset Deletion – November 14, 2023, from the Fixed Assets Listing.

Asset Deletion - November 14, 2023

November 14, 2023

CONSENT

AGENDA ITEM 3.E: PERSONNEL POLICY HOLIDAY REVISION

BACKGROUND:

On October 19, 2023, the Authority approved the Manatee County Port Authority 2024 Holiday & Pay Date Schedule. Holidays now include Good Friday. As such, Good Friday was added to the Manatee County Port Authority Personnel Policy, Rules and Procedures Manual, Chapter VI. Holidays, B. Listing of Holidays.

ATTACHMENT:

Page VI-9 of the “Manatee County Port Authority Personnel Policy, Rules, and Procedures Manual” of the Port Authority Policies

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

N/A

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve the revised Listing of Holidays to include Good Friday in the “Manatee County Port Authority Personnel Policy, Rules, and Procedures Manual” of the Port Authority Policies.

PERSONNEL POLICY, RULES, AND PROCEDURES MANUAL

VI. HOLIDAYS

B.. Listing of Holidays

Section: VI-B

B. Listing of Holidays

Holidays recognized are as follows:

1. New Year's Day - January 1

2. Martin Luther King's Birthday - Third Monday in January

3. President's Day - Third Monday in February

4. Good Friday - the Friday before Easter

5. Memorial Day - The last Monday in May

6. Independence Day - July 4

7. Labor Day - First Monday in September

8. Veteran's Day - November 11

9. Thanksgiving Day - Fourth Thursday in November

10. Friday After Thanksgiving Day

11. Christmas Day - December 25

12. Day before or after Christmas (determined annually by the Executive Director.

    
    

    Updated:11/14/2023

    
    

    00462111-1

    
    

    VI-9

    November 14, 2023

    
    

    CONSENT

    AGENDA ITEM 3.F: AMENDMENT FOR EXTENSION OF PUBLIC

    TRANSPORTATION GRANT AGREEMENT – BERTH REHAB

    
    

    BACKGROUND:

    
    

    On June 6, 2019, the Authority authorized the execution of a Public Transportation Grant Agreement (PTGA) with the Florida Department of Transportation for the extension of Berth 4 (Contract G1946), and on May 19, 2020, July 28, 2020, and October 20, 2022, approved revisions to the scope.

    
    

    Additional time is needed to receive the federal permit required to complete the rehabilitation and reconstruction of Berth 4. The Amendment extends the agreement to April 30, 2025.

    
    

    There is no change in the FDOT funding nor the Port’s match requirement.

    
    

    ATTACHMENT:

    
    

    Resolution PA-24-03

    
    

    COST AND FUNDING SOURCE:

    
    

    Previously budgeted for the project is $11,374,166 FDOT and $3,791,389 Port-G1946

    
    

    CONSEQUENCES IF DEFERRED:

    
    

    Delay in approval of grant agreement extension

    LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

    Move to adopt Resolution PA-24-03 for the Berth Rehab (Contract G1946) time extension to April 30, 2025.

    Financial Project Number

    433457-1-94-05

    Contract Number G1946

    
    

    PA-24-03

    
    

    A RESOLUTION BY THE MANATEE COUNTY PORT AUTHORITY APPROVING AND AUTHORIZING THE EXECUTION OF THE AMENDMENT FOR EXTENSION OF PUBLIC TRANSPORTATION GRANT AGREEMENT

    
    

    WHEREAS, the State of Florida Department of Transportation (Department) has offered to enter into an Amendment for Extension of Public Transportation Grant Agreement with the Manatee County Port Authority (Port Authority) to extend Berth Rehab Contract G1946 until April 30, 2025, and

    
    

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

    
    

    NOW THEREFORE BE IT RESOLVED by the Manatee County Port Authority

    that:

    
    

    1. The Amendment for Extension of Public Transportation Grant Agreement, identified as State Grant Number G1946 wherein the Department agrees to extend the agreement to April 30, 2025. The Chairman of the Port Authority, or, in the absence of the Chairman, any Vice Chairman of the Port Authority, is authorized to execute the Amendment for Extension of Public Transportation 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 14th day of November, 2023. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT

CLERK OF CIRCUIT COURT AUTHORITY

By:             

Chairman

November 14, 2023

CONSENT

AGENDA ITEM 3.G.: SECOND AMENDMENT TO PORT MANATEE

LEGAL SERVICES AGREEMENT

BACKGROUND:

On January 28, 2020, the Authority approved the Port Manatee Legal Services Agreement with Bryant Miller Olive P.A. and on November 19, 2020, approved the First Amendment to include bond disclosure counsel services. The Second Amendment adds Real Estate Counsel to the scope of services and revises hourly compensation for general counsel services from $225 to $260. Paralegals hourly rate in all matters increase from

$130 to $155. In addition, complex litigation matters of associates and senior attorneys and shareholders increase to $205 and $300 hourly. Real estate counsel hourly rate is

$325. All rates will incur an annual increase based on the budgeted increase for merit/cost of living of Port staff.

ATTACHMENT:

Second Amendment to Port Manatee Legal Services Agreement

COST AND FUNDING SOURCE:

Budgeted attorney fees

CONSEQUENCES IF DEFERRED:

Delay in approval of the Second Amendment

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute the Second Amendment to Port Manatee Legal Services Agreement between the Manatee County Port Authority and Bryant Miller Olive P.A.

SECOND AMENDMENT TO

PORT MANATEE LEGAL SERVICES AGREEMENT

This SECOND AMENDMENT TO PORT MANATEE LEGAL SERVICES

AGREEMENT (“Second Amendment”) is entered into on the below date by 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, Palmetto, Florida 34221 (the "Authority") and BRYANT MILLER OLIVE P.A., with a place of business located at 201 North Franklin Street, Suite 2700, Tampa, Florida 33602 ("Firm").

WITNESSETH

WHEREAS, on January 28, 2020, the Authority and the Firm entered into the Port Manatee Legal Services Agreement (the " Original Agreement"); and

WHEREAS, on November 19, 2020, the Authority and the Firm entered into the First Amendment to Port Manatee Legal Services Agreement (the " First Amendment”) (collectively the Original Agreement and First Amendment are the “Agreement"); and

WHEREAS, the Authority and the Firm desire to amend the Agreement to add to the Firm’s scope of services the role of Real Estate Counsel and to address compensation of Real Estate Counsel and General Counsel; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree to amend the Agreement as follows:

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

   
   

2. The Agreement is amended to revise the following Section of the Original Agreement, as stated below:

   
   

3. GENERAL COUNSEL COMPENSATION, TERMS AND CONDITIONS.

   
   

   1. The Firm, will perform all General Counsel services for an annual total fee not to exceed $240,000, plus costs, in fiscal year 2023-2024. All general counsel services will be performed under the general services matter number for a reduced hourly rate of

      $260/hour for all Firm attorneys, including senior attorneys and shareholders, beginning December 1, 2023. The hourly rate for all Firm paralegals will be $155 effective December 1, 2023. These hourly rates shall increase annually based on the budgeted increase for merit/cost of living of employees provided in the budget and approved by the Authority.

      If during any year and increase is not budgeted for employees, then no increase shall be provided under this Agreement. General Counsel services will also include the monitoring and oversight of litigation brought against the Authority in which the Firm attorneys do not enter an appearance as counsel and will include the handling of potential and actual claims for damages estimated not to exceed $250,000, unless it is determined by the parties to be significant or complex litigation.

      
      

   2. All Significant or complex litigation matters performed by Firm attorneys will be done at a rate of $300 per hour for senior attorneys and shareholders, $205 per hour for associates, and $155 per hour for all paralegals. Significant or complex litigation is such litigation that is identified by the Attorney and brought to the attention of the Executive Director and approved by the Commission in a request for additional compensation. Significant or complex litigation means litigation that may include some or all to the following factors: (1) is unexpected; for example, insurance coverage of a claim is denied or a suit seeking insurance coverage must be filed; (2) seeks to recover or defend against a judgment in excess of $250,000; (3) seeks an injunction or special writ which, if issued or not issued, will cause the Authority significant harm; (4) raises novel, complex, or unusual issues of law; or (5) requires special legal expertise or experience not generally possessed by attorneys for a unit of local special purpose government. Further the Authority recognizes the complex nature of admiralty and railroad matters and routinely retains outside counsel for admiralty and railroad matters. In addition, where claims brought against the Authority are covered by insurance, counsel provided by the insurer will appear, represent and defend the Authority.

Services rendered in overtly threatened litigation for which no initial pleading has yet been filed, shall be deemed General Counsel services under #A of this Agreement, unless and until the matter is brought to the attention of the Executive Director as having potential to lead to significant or complex litigation, and is approved by the Authority in a request for additional compensation as aforesaid.

(c) The Firm will provide on an as needed and as requested basis, commercial real estate services to the Authority related to the acquisition of real property, including: assisting with the negotiation, execution and delivery of purchase and sale agreements; assisting with the ordering and review of due diligence materials; assisting with other various real estate matters related to the commercial real estate transaction; and serving as title agent for the issuance of any owner’s and/or mortgagee’s title insurance policies. The Authority may request such services in writing and with respect to a particular transaction. Our representation of the Authority as Real Estate Counsel will not include any review of tax, zoning, land use, or environmental matters.

For Real Estate Counsel, the Authority agrees that the Firm shall be compensated at an hourly rate of $325 per hour for all Firm attorneys and $155 per hour for all FIRM paralegals; however, any work that is considered ancillary to title services, such as preparing the title commitment, handling escrow, etc. will be included in the title premium and not billed hourly.

1. Except as modified by this Second Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. If there is a conflict between the terms of this Second Amendment and the Agreement, the terms of this amendment shall prevail.

   
   

2. The Parties represent and warrant that they are authorized to enter into this Second 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 Second 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 hereto have caused this Second Amendment to Port Manatee Legal Services Agreement to be executed in duplicate this 14 day of November, 2023.

   
   

   MANATEE COUNTY PORT AUTHORITY

   
   

   Chairman

   BR

   IVE P.A.

   By:               

   Attest

   
   

   -------------

   By:

   Clerk of the Circuit Court

   November 14, 2023

   
   

   CONSENT

   AGENDA ITEM 3.H.: AGREEMENT BETWEEN CITROSUCO NORTH

   AMERICA, INC. AND MANATEE COUNTY PORT AUTHORITY

   
   

   BACKGROUND:

   
   

   Citrosuco North America Inc. (Citrosuco), a long-time importer of juice with historically high import volumes, is seeking berth priority at SeaPort Manatee. With the anticipation of approximately 24 annual vessel calls, the Authority desires to grant Citrosuco priority berthing at Berth No. 14 in exchange for Citrosuco using the Port to berth its vessels.

   
   

   ATTACHMENT:

   
   

   Agreement Between Citrosuco North America, Inc. and Manatee County Port Authority

   
   

   COST AND FUNDING SOURCE:

   
   

   N/A

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in return of Citrosuco vessels

   
   

   LEGAL COUNSEL REVIEW: Yes

   
   

   RECOMMENDATION:

   
   

   Move to approve and authorize the Chairman to execute the Agreement Between Citrosuco North America, Inc. and Manatee County Port Authority

   
   

   Agreement Between Citrosuco North America, Inc. and Manatee County Port Authority

   
   

   This Agreement Between Citrosuco North America, Inc. and Manatee County Port Authority

   (“Agreement”), entered into and effective as of November 13, 2023 (“Effective Date”), is 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 CITROSUCO NORTH AMERICA, INC a Delaware corporation duly authorized to conduct business in the State of Florida with a principal address of 5937 HWY 60 E, LAKE WALES, FL 33898 (“Contractor”) (collectively, the “Parties”).

   
   

   WITNESSETH:

   
   

   WHEREAS, the Authority owns certain property located in Manatee County, Florida, consisting of ten berths that handle various commodities as a public port (“Port”); and

   WHEREAS, the Authority desires to enhance its handling of various commodities business at the Port; and

   WHEREAS, Contractor operates vessels that import commodities into the western coast of the State of Florida; and

   WHEREAS, the Parties have a long-standing relationship in which the Port has historically been the primary port on the western coast of the State of Florida where the Contractor has berthed its vessels; and

   WHEREAS, Contractor has historically berthed its vessels at the Port’s Berth No. 14 and desires to ensure that its vessels will continue to be able to do so, as it anticipates having approximately twenty-four (24) ships berth annually at the Port; and

   WHEREAS, the Parties desire to memorialize this historical relationship by entering into an agreement for the inducement of substantial volume of commodities through Port Manatee by granting Contractor priority berthing at Berth No. 14 in exchange for Contractor using the Port to berth its vessels importing commodities on the western coast of the State of Florida.

   NOW THEREFORE, in consideration of the covenants and conditions herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

   1. Effective Date and Term. The term of this Agreement (the “Term”) shall be five years beginning on the Effective Date. The Agreement may be extended upon mutual written agreement of the Parties for five additional five-year terms. For the Authority, the Authority’s Executive Director may execute such an extension agreement, as long as the terms of the Agreement remain the same. All terms and conditions of this Agreement shall apply throughout the Term as extended

      
      

      unless amended by mutual written agreement of the Parties. There shall be no other extension of the Term thereafter under this Agreement.

      
      

   2. Berthing at the Port. This agreement is entered without any exclusivity by the Contractor, who may use any other port at his sole discretion and according to his needs, for all of its vessels that are importing commodities to the western coast of the State of Florida at the Port.

      
      

   3. Priority Berthing. Contractor’s vessels shall be granted priority to dock at Berth No. 14, at any time after giving the Authority (by the Contractor, appointed stevedore or ship's agent) a minimum of seventy-two (72) hours prior notice and continuous updates of the actual time of arrival of each vessel. In the event that the Contractor is not provided with Berth No. 14, the Authority guarantees that another berth will be provided with the cost of moving the racks the responsibility of the Authority, not to exceed USD $30,000. The Contractor’s Stevedore will invoice the Authority directly for the charge. Provided that the Contractor complies with the aforementioned notice requirements, the Authority is permitted to assign Berth No. 14 to vessels other than the Contractor, when the Berth is not in use by the Contractor.

      
      

   4. License Fees, Fines, and Taxes. Contractor shall apply for, obtain, and maintain all licenses and permits required by every governmental authority that has jurisdiction over Contractor’s activities and operation at the Port. Contractor shall pay any and all tangible personal property taxes, sales tax and other applicable taxes, assessments, use taxes, excises, levies, impact fees, penalties and fines levied imposed in connection with its activities and operations at the Port. Any failure of Contractor to pay any and all taxes and license fees prior to the date when same become delinquent in any instance shall be a breach of this Agreement, at the Authority’s sole option.

      
      

   5. Agreement Administration. The Authority hereby authorizes the Executive Director of Port Manatee, or his designee, to administer the terms and conditions of this Agreement on behalf of the Authority and to make all managerial decisions on behalf of the Authority as they relate to the provisions of this Agreement, including but not limited to the operational conditions identified in Annex I so long as any costs associated with those conditions are in total within the Executive Director spending authority. .

      
      

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

      
      

   7. Non-Transferability. This Agreement and the rights herein granted may not be assigned, sold, leased or transferred, in whole or in part, by one Party without the prior written consent of the other Party. For purposes of this section, an assignment shall include any transfer of any rights under this Agreement, whether voluntary or involuntary or by operation of law, including any merger or consolidation or change in control of the Contractor made without the Authority’s prior written notice. The terms and provisions of this Agreement shall be binding upon the Parties and their respective partners, successors, heirs, executors, administrators, assigns, and legal representatives The Authority may assign its rights and obligations under this Agreement to any successor to the rights and functions of the Authority or to any governmental agency to the extent required by applicable laws or governmental regulations or to the extent the Authority deems necessary or advisable under the circumstances.

      
      

   8. Amendments. Except as provided in paragraph 1 regarding extension of the term, no modifications, amendments, or alterations in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same formality and of equal dignity as this Agreement and executed by the Parties.

      
      

   9. Indemnification. The Parties recognize that Contractor is an independent contractor. Contractor agrees to assume liability for and indemnify, hold harmless, and defend the Authority, its commissioners, officers, employees, agents, and attorneys of, from, and against all liability and expense, including reasonable attorneys' fees in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, relief, or loss of use, arising out of the execution, performance, or nonperformance of the duties of the Contractor under this Agreement, the enforcement of this Agreement, or resulting from the activities of the Contractor in any way connected to this Agreement. Contractor's liability hereunder shall include all attorneys' fees and costs incurred by the Authority, in the enforcement of this indemnification provision. This indemnification provision includes claims made by any employees of Contractor against the Authority, and Contractor hereby waives its entitlement, if any, to immunity under section 440.11, Florida Statutes. Nothing contained in this contract, and specifically this provision requiring Contractor to indemnify the Authority, is intended to nor shall it be construed as an additional waiver of sovereign immunity by the Authority beyond the Authority’s expressed written contractual obligations contained within this contract, nor shall it be construed as a waiver of any defenses or limitations to any claims, including those based on the doctrine of sovereign immunity or section 768.28, Florida Statutes. The obligations contained in this section shall survive the termination of this Agreement, however terminated, and shall not be limited by the amount of any insurance required to be obtained or maintained under this Agreement.

      
      

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

      
      

   10. Tariff. To the extent same are not in conflict with or in degradation of the terms and conditions of this Agreement, Contractor shall throughout the Term and any extension thereof abide by and comply with all of the rates, rules and regulations of the Authority set forth in the current Port Manatee Tariff as published by the Authority and duly filed with the Federal Maritime Commission. The covenant by Contractor to abide by and comply with said Port Manatee Tariff was a material inducement for the Authority to enter into this Agreement, noted that this Agreement does not provide for a minimum annual guaranteed payment assumed by the Contractor, constituting substantial consideration to the Authority for this Agreement, and any failure by Contractor to fully abide by and comply therewith shall at the option of the Authority constitute a default by Contractor entitling the Authority to exercise any or more of the remedies. Contractor acknowledges receipt from the Authority of a copy of the current Port Manatee Tariff,

       , as published by the Authority and further acknowledges that Contractor understands all of the provisions of said Port Manatee Tariff.

       
       

   11. Relationship Between the Parties. The Authority is not exercising any dominion, control or supervision over the activities and operations of Contractor, and the only interest the Authority has in and to said activities and operations is pursuant to the provisions of this Agreement and as the owner and operator of Port Manatee pursuant to the provisions of the then current Port Manatee Tariff. The Authority and Contractor disclaim any intention to create a joint venture, partnership or agency relationship.

       
       

       
       

   12. Federal Maritime Commission Requirements. The Authority shall comply with all approval or filing requirements relating to this Agreement under federal laws or regulations administered by the Federal Maritime Commission and Contractor shall fully comply with all such approval or filing requirements relating to commercial carrier and/or marine terminal operator schedules.

       
       

   13. Record Keeping.

       
       

       1. The Contractor and the Authority acknowledge that this Agreement requires the Contractor to provide certain records, documents or instruments (collectively, “records”) that may include proprietary or confidential information, the disclosure of which to third parties may be damaging to the Contractor or other third parties who contract with the Contractor. At the time of providing such records, the Contractor’s highest-ranking officer shall certify in writing as to the confidentiality of any such records submitted to the Authority that are deemed confidential and proprietary by the Contractor and include a statement specifying the legal basis (including specifying the applicable legal citation) of treating such records as confidential and proprietary in light of Florida’s Public Records Act. To the extent possible under law, the Authority shall hold such records and information in strict confidence and shall use such records and information only in connection with this Agreement, except where required to be disclosed under any applicable federal or state law requiring public disclosure of information relating to the business of the Authority or any order of a court or public agency having jurisdiction requiring disclosure. The Contractor shall comply with any policy or policies adopted by the Authority from time to time concerning the treatment of confidential information of third parties provided to the Authority. The Contractor shall not discuss this Agreement, or any matters pertaining thereto, with the public press, representatives of the public media, public bodies or representatives of public bodies, without the Authority’s prior written consent. The Contractor shall have the right, however, without the Authority’s further consent, to communicate with persons (including third parties) or public bodies where necessary to perform under this Agreement.

          
          

       2. Pursuant to section 119.0701, Florida Statutes, for any tasks performed by Contractor on behalf of the Authority, Contractor shall: (a) keep and maintain all public records, as that term is defined in chapter 119, Florida Statutes (“Public Records”), required by the Authority to perform the work contemplated by this Agreement; (b) upon request from the Authority’s custodian of public records, provide the Authority with a copy of the requested Public Records or allow the Public Records to be inspected or copied within a reasonable time at a cost that does not exceed the costs provided in chapter 119, Florida Statutes, or as otherwise provided by law; (c) ensure that Public Records that are exempt or confidential and exempt from Public Records disclosure requirements are not disclosed except as authorized by law for the duration of the term of this

          
          

          Agreement and following completion or termination of this Agreement, if Contractor does not transfer the records to the Authority in accordance with (d) below; and (d) upon completion or termination of this Agreement, (i) if the Authority, in its sole and absolute discretion, requests that all Public Records in possession of Contractor be transferred to the Authority, Contractor shall transfer, at no cost, to the Authority, all Public Records in possession of Contractor within thirty

          (30) days of such request or (ii) if no such request is made by the Authority, Contractor shall keep and maintain the Public Records required by the Authority to perform the work contemplated by this Agreement. If Contractor transfers all Public Records to the Authority pursuant to (d)(i) above, Contractor shall destroy any duplicate Public Records that are exempt or confidential and exempt from Public Records disclosure requirements within thirty (30) days of transferring the Public Records to the Authority and provide the Authority with written confirmation that such records have been destroyed within thirty (30) days of transferring the Public Records. If Contractor keeps and maintains Public Records pursuant to (d)(ii) above, Contractor shall meet all applicable requirements for retaining Public Records. All Public Records stored electronically must be provided to the Authority, upon request from the Authority’s custodian of public records, in a format that is compatible with the information technology of the Authority. If Contractor does not comply with a Public Records request or does not comply with a Public Records request within a reasonable amount of time, the Authority may pursue any and all remedies available in law or equity including, but not limited to, specific performance. The provisions of this section only apply to those tasks in which Contractor is acting on behalf of the Authority.

          IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (941) 722-6621, RECORDSCUSTODIAN@SEAPORT MANATEE.ORG, PORT MANATEE, 300 TAMPA BAY WAY, SUITE ONE, PALMETTO, FL 34221.

   14. Termination.

       
       

       1. The Parties may terminate this Agreement for its convenience by giving at least 60 (sixty) days prior written notice to the other party, without any fine or penalty being applicable.

       2. In addition, either party may terminate this Agreement for cause at any time immediately upon written notice to the other party if the other party: (a) fails to fulfill or abide by any of the terms or conditions in this Agreement; (b) fails to perform in the manner called for by this Agreement; or (c) does not provide work or services in accordance with the specifications under this Agreement. The terminating party shall provide written notice to the other party, detailing the nature of the breach and providing thirty days in which to cure the breach. If, upon expiration of the cure period, the breach is not cured, this Agreement shall be deemed terminated as of the date of such expiration.

          
          

          
          

   15. Force Majeure. Neither party shall be liable for its non-performance or delayed performance if caused by Force Majeure. Force Majeure shall be defined as a fire, flood, act of God, war, terrorism, riot, national emergency, sabotage, civil disturbance, strike, labor dispute, pandemic, epidemic, governmental act, law, ordinance, rule, order or regulation, or events which are not the fault or are beyond the control of the party. For the avoidance of doubt, Force Majeure shall not include (1) financial distress or the inability of either party to make a profit or avoid a financial loss; (2) changes in market prices or conditions; or (3) a party’s financial inability to perform its obligations hereunder. The obligations of the party affected by the event of Force Majeure (the “Affected Party”) shall be suspended, to the extent that those obligations are affected by the event of Force Majeure, from the date the Affected Party first gives notice in respect of that event of Force Majeure until cessation of that event of Force Majeure (or the consequences thereof). The Affected Party shall use commercially reasonable efforts to resume, with the shortest possible delay, compliance with obligations under this Agreement. Upon the cessation of the event of Force Majeure, the Affected Party shall promptly give notice to the other party of such cessation. If an event of Force Majeure shall continue for more than thirty (30) consecutive calendar days, then the other party shall have the right to terminate this Agreement without penalty.

       
       

   16. Notice. All notices required or made pursuant to this Agreement shall be made in writing and must be delivered by email (with a requirement that the recipient acknowledge receipt), third party overnight courier (including overnight couriers’ services such as Federal Express) or Certified Mail, Return Receipt Requested, postage paid addressed to the party to whom notice is given at the following addresses:

       To the Authority:

       
       

       Manatee County Port Authority. Address: Attention:

       300 Tampa Bay Way, Suite One Palmetto, Florida 34221

       Telephone: (941) 722-6621

       Facsimile: (941) 729-1463 Email:

       
       

       Copy to: Port Counsel

       Bryant Miller Olive P.A.

       201 North Franklin Street, Suite 2700

       Tampa, FL 33602

       Telephone: (813) 273-6677 Email: jcowan@bmolaw.com

       
       

       To the Contractor:

       
       

       CITROSUCO NORTH AMERICA, INC

       Attention: Nikolas Emanuel

       Address: 5937 Hwy 60 East - Lake Wales – 33898 – Florida E-mail: nemanuel@citrosuco.com

       
       

       or to such other address as either party may, from time to time designate to the other in writing.

   17. Entire Agreement. This Agreement and any exhibits or other agreements expressly incorporated herein by reference, contains the entire understanding of the Parties with respect to its subject matter. It is expressly understood that this Agreement shall supersede and replace any other agreements between the Parties for berthing priority. No oral statement or prior written matter shall have any force or effect. The Parties hereby acknowledge that they are not relying on any representations or agreements other than those contained in this Agreement. This Agreement shall not be amended or modified except by a written instrument executed by the Contractor and the Authority. There are no understandings, representations, warranties, or agreements between the Parties with respect to the subject matter hereof unless set forth explicitly in this Agreement.

       
       

   18. Severability. If any term, covenant, condition or provision (or part thereof) of this Agreement or the application thereof to any person or circumstances shall, at any time or to any extent, be judicially determined to be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision (or remainder thereof) to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. It is understood that the Authority shall not be subject to any liability to the Contractor in the event any term herein is found to be invalid or unenforceable.

       
       

   19. E-Verify. The Contractor shall utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of this Agreement. The Contractor shall expressly require any subcontractors performing work or providing services pursuant to the 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 term of this Agreement.

       
       

   20. Applicable Law. This Agreement shall be construed by and controlled under the laws of the State of Florida. The Parties consent to jurisdiction over them in the State of Florida and agree that venue for any state action arising under this Agreement shall lie solely in the courts located in Manatee County, Florida, and for any federal action shall lie solely in the United States District Court for the Middle District of Florida.

       
       

       
       

   21. Waiver. No waiver of any default or failure to perform shall be valid unless set forth in writing by the waiving party and shall not constitute a waiver of any other default or failure to perform under this Agreement, or of any rights or remedies to which either Party may be entitled to on account of any such default or failure to perform.

       
       

   22. Headings and Section References. The headings and section references in this Agreement are inserted only for the purpose of convenience and shall not be construed to expand or limit the provisions contained in such sections.

       
       

   23. No Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties and shall not be construed as a benefit to any third parties, including but not limited to the general public, constituents or citizens of the Authority, nor shall it be construed as enforceable by any third parties.

       
       

   24. Computation of Time. Any reference in this Agreement to time periods shall by computed by calendar days unless otherwise specified. In the computation thereof, any time period which end on a Saturday, Sunday, or legal holiday shall extend to 5:00 p.m. of the next business day. The computations stated in this paragraph shall only apply to time periods referenced in this Agreement and shall not apply to any deadlines for which a date certain is provided.

       
       

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

       
       

   26. Counterparts; Signatures. This Agreement shall become effective upon its execution by all of the undersigned. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Signatures may be given via facsimile, or e-mail transmission and shall be deemed given as of the date and time of the transmission of this Agreement to the other Party.

THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by themselves or by their respective duly authorized officers as of the date and year first above written to be effective on the Effective Date.

ATTEST: ANGELINA “ANGEL” COLONNESO MANATEE COUNTY PORT

Clerk of Circuit Court AUTHORITY

By:   By:                     Chairman

PORT AUTHORITY

WITNESSES:

By:                       Printed: Nicholas A. EmanueEldmilson Marra

Rogerio Vasconcelos

Title: President

Vice -

President

“CONTRACTOR”

Annex I

1. The Authority will make every effort to provide Internet service at berth 14 meeting specific capacity and speed requirements, to include back-up or redundant service. However, due to carrier issues, the Authority cannot guarantee service.

   
   

2. The Authority will provide electrical power as described, which will be invoiced to the Contractor per Port Manatee Tariff No. 3.

   
   

3. The Authority will provide unlimited potable water for intermittent use at     gpm with no limit on quantity usage per vessel, which will be invoiced to the Contractor per Port Manatee Tariff No. 3.

   
   

4. The Authority will provide adequate lighting to support 24-hour vessel unloading operation. Minimum specification lumens/area.

   
   

5. Commitment to allow Citrosuco to leave unloading rack assembled at/on berth. If/when Port needs Citrosuco to move the rack The Authority will pay the cost of the move, not to exceed USD

   $30,000. The move will be facilitated by the Contractor’s stevedore. The Authority will provide jersey barriers to place as protection for assembled rack left on Dock/Berth between Citrosuco vessel unloading operations. The jersey barriers will not impede crane movement.

   
   

6. The Authority will provide an area for a trailer and up to 10 storage trailers. Every effort will be made to provide a location on or adjacent to Berth No. 14. However, the Authority reserves the right to request relocation of the trailers, if needed. The Authority and the Contractor’s stevedore have worked out access to SeaPort Manatee. The stevedore will utilize a large bus to transport to and from the berth employees who do not possess a TWIC (advance notice required). The stevedore will complete the TWIC Escort Transfer Log listing the employees non-TWIC employees to be escorted as required under the port’s approved Facility Security Plan. The port will activate the credentials for the listed employees once the list is received on a daily basis to permit access. Once at the worksite, the transport driver will enter the name of the TWIC Holder assigned to each non- TWIC holder listed on the TWIC Escort Transfer Log. The completed log will be returned to the Access Control Center upon completion. This process will expedite access as long as the required log is completed prior to arrival.

   
   

   Certificate Of Completion

   Envelope Id: A03A12A598AB4E78B737BBC32FFC0996 Status: Completed Subject: Complete with DocuSign: 110223 Citrosuco Priority Berthing Agreement (02581887-5) - final versi...

   Source Envelope:

   
   

   Document Pages: 11	Signatures: 3	Envelope Originator:
   Certificate Pages: 5 AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-03:00) Brasilia	Initials: 0	Natalia Barrionuevo Biselli R João Pessoa 305 Matão, São Paulo 15990-902 natalia.biselli@citrosuco.com.br IP Address: 92.60.4.98
   Record Tracking
   Status: Original 11/10/2023 10:11:06 AM	Holder: Natalia Barrionuevo Biselli natalia.biselli@citrosuco.com.br	Location: DocuSign
   Signer Events	Signature	Timestamp
   Edmilson Marra edmilson@citrosuco.com Plant Manager / Vice President		Sent: 11/10/2023 10:15:08 AM Resent: 11/10/2023 12:00:23 PM Viewed: 11/10/2023 12:04:43 PM

   Security Level: Email, Account Authentication

   (None) Signature Adoption: Pre-selected Style

   Using IP Address: 186.231.40.213

   Signed: 11/10/2023 12:05:03 PM

   
   

   Electronic Record and Signature Disclosure:

   Accepted: 10/11/2021 8:36:41 AM

   ID: 476320b9-c1b4-4102-8f67-5f9a65468696

   
   

   Nicholas A. Emanuel nemanuel@citrosuco.com President

   Security Level: Email, Account Authentication

   (None) Signature Adoption: Uploaded Signature Image

   Using IP Address: 174.211.104.169

   Sent: 11/10/2023 10:15:08 AM Viewed: 11/10/2023 10:20:11 AM Signed: 11/10/2023 10:21:31 AM

   
   

   Electronic Record and Signature Disclosure:

   Accepted: 11/10/2023 10:20:11 AM

   ID: 5e615547-cfb0-4820-be56-23fd872ac971

   
   

   Rogerio Vasconcelos

   RVasconcellos@citrosuco.com Security Level: Email, Account Authentication

   (None)

   Signature Adoption: Uploaded Signature Image Using IP Address: 172.109.136.107

   Sent: 11/10/2023 10:15:09 AM Resent: 11/10/2023 12:00:23 PM Viewed: 11/10/2023 12:01:57 PM Signed: 11/10/2023 12:11:25 PM

   
   

   Electronic Record and Signature Disclosure:

   Accepted: 11/10/2023 11:22:07 AM

   ID: d0c9d92d-c52c-4b19-a1cf-cb0214d9d103

   
   

   In Person Signer Events	Signature	Timestamp
   Editor Delivery Events	Status	Timestamp
   Agent Delivery Events	Status	Timestamp
   Intermediary Delivery Events	Status	Timestamp
   Certified Delivery Events	Status	Timestamp

   Carbon Copy Events	Status	Timestamp
   Witness Events	Signature	Timestamp
   Notary Events	Signature	Timestamp
   Envelope Summary Events	Status	Timestamps
   Envelope Sent	Hashed/Encrypted	11/10/2023 10:15:09 AM
   Certified Delivered	Security Checked	11/10/2023 12:01:57 PM
   Signing Complete	Security Checked	11/10/2023 12:11:25 PM
   Completed	Security Checked	11/10/2023 12:11:25 PM
   Payment Events	Status	Timestamps
   Electronic Record and Signature Disclosure

   Electronic Record and Signature Disclosure created on: 8/4/2016 8:44:32 AM Parties agreed to: Edmilson Marra, Nicholas A. Emanuel, Rogerio Vasconcelos

   
   

   ELECTRONIC RECORD AND SIGNATURE DISCLOSURE

   From time to time, Citrosuco S/A Agroindústria (SAP) (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document.

   Getting paper copies

   At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

   Withdrawing your consent

   If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

   Consequences of changing your mind

   If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us.

   All notices and disclosures will be sent to you electronically

   Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

   How to contact Citrosuco S/A Agroindústria (SAP):

   You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

   To contact us by email send messages to: marcos.tsiros@citrosuco.com.br

   
   

   To advise Citrosuco S/A Agroindústria (SAP) of your new e-mail address

   
   

   To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at marcos.tsiros@citrosuco.com.br and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address..

   
   

   In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign.

   
   

   To request paper copies from Citrosuco S/A Agroindústria (SAP)

   To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to marcos.tsiros@citrosuco.com.br and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any.

   To withdraw your consent with Citrosuco S/A Agroindústria (SAP)

   
   

   To inform us that you no longer want to receive future notices and disclosures in electronic format you may:

   
   

   1. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may;

      
      

   2. send us an e-mail to marcos.tsiros@citrosuco.com.br and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software

** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent.

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To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below.

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