MANATEE COUNTY PORT AUTHORITY AGENDA

December 14, 2023

10:00 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. Invocation

   Invocation led by Chaplain Trish Alligood, Anchor House

   
   

3. Pledge of Allegiance

   
   

4. Audience Introductions

5. Public Comments

6. Presentation – Nick Emanuel, Citrosuco

7. Presentation – Amanda Tyner, Florida Department of Transportation

8. Consent Agenda – Requests by Port Authority--items to be pulled from Consent Agenda

9. Acquisition of Tampa Electric Company Real Property

   
   

10. Additions, Changes and/or Increases to Port Manatee Tariff No. 3

    
    

11. Executive Director Comments

    
    

12. Commissioner Comments

    
    

13. 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

‌AGENDA ITEM 6.: PRESENTATION – NICK EMANUEL,

PRESIDENT/GENERAL MANAGER, CITROSUCO NORTH AMERICA, INC.

Nick Emanuel is the President/General Manager of Citrosuco North America, Inc., located in Lake Wales, FL. Nick has held the position since 1999. He previously worked at Cargill, Inc. in Minneapolis, MN as Trainee - Assistant VP Cargil Citrus. Nick holds a Bachelor of Science degree in Agricultural Honors from the University of Nebraska.

‌AGENDA ITEM 7.: PRESENTATION – AMANDA TYNER, FREIGHT &

SEAPORT COORDINATOR, FLORIDA DEPARTMENT OF TRANSPORTATION

Amanda Tyner is the Freight & Seaport Coordinator for the Florida Department of Transportation District One. As the Freight & Seaport Coordinator, Amanda serves as the primary point of contact for freight-related issues within the district. She works to develop and implement strategies to improve freight mobility, infrastructure, and operations, with an end goal of one integrated, multimodal system.

Amanda served in the United States Army for eight years before obtaining a Master’s in Public Administration. She uses her experience to foster stakeholder relationships and educate community partners on the importance of freight in the community.

1. ‌CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes – November 14, 2023

      
      

   3. Budget Resolution

      
      

   4. Election of Port Authority Officers

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.

OH_Warrant_List_BCC_Vend 1

Total warrants (checks) for period reported 724,723.36

OH_Warrant_List_BCC_Vend 2

‌MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

COUNTY ADMINISTRATION CENTER, HONORABLE PATRICIA M. GLASS CHAMBERS

1112 Manatee Avenue West Bradenton, Florida November 14, 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

Kevin Van Ostenbridge

Also present were:

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

Dustin Peebles Accounting, Clerk of the Circuit Court Hannah Bishop, Deputy Clerk, Clerk of the Circuit Court

Chairman Satcher called the meeting to order at 9:06 a.m.

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

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

AGENDA PA20231114DOC001

CONSENT AGENDA PA20231114DOC002

Chairman Satcher pulled Item 3H from consent.

1. A motion was made by Member Kruse, seconded by Member Van Ostenbridge, 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, and removal of item 3H.

   
   

   1. WARRANT LIST

      Accepted Warrant Listing from October 13, 2023 to November 7, 2023 PA20231114DOC003

   2. MINUTES

      Approved the Minutes October 19, 2023

   3. BUDGET AMENDMENT

      Adopted Budget Resolution PA-23-27 PA20231114DOC004

   4. DELETION OF PORT ASSETS

      Removed assets as listed on the attached Asset Deletion – November 14, 2023, from the Fixed Assets Listing PA20231114DOC005

   5. PERSONNEL POLICY HOLIDAY REVISION

      Approved 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 PA20231114DOC006

   6. AMENDMENT FOR EXTENSION OF PUBLIC TRANSPORTATION GRANT AGREEMENT – BERTH REHAB

      Adopted Resolution PA-24-03 for the Berth Rehab (Contract G1946) time extension to April 30, 2025 PA20231114DOC007

      PA MB 23-24/1

      November 14, 2023 (Continued)

      
      

   7. SECOND AMENDMENT TO PORT MANATEE LEGAL SERVICES AGREEMENT

      Executed the Second Amendment to Port Manatee Legal Services Agreement between the Manatee County Port Authority and Bryant Miller Olive P.A PA20231114DOC008

      (End Consent Agenda)

      
      

2. AGREEMENT BETWEEN CITROSUCO NORTH AMERICA, INC. AND MANATEE COUNTY PORT AUTHORITY

Carlos Buqueras, Executive Director stated the item is a former customer of the Port, provided an understanding, and the purpose of the agreement.

A motion was made by Member Kruse, and seconded by Member Bearden, to execute the Agreement between Citrosuco North America, Inc. and Manatee County Port Authority.

Daniel Blazer, Citrosuco provided information on the contract with the Berth Rehab, requested a dedicated Berth to allow easy access for products coming in and out of the Port, and to keep the employees working at the Port.

Andre Dubois provided information on his investment with the Port and concerns with the current location.

Carlos Diaz expressed concern with the contract and location of the Berth for the agreement.

Matthew Nessleroad supports the contract with Citrosuco, but disagrees with Berth 14 being the location for the ships.

Glen Gibellina expressed concern with lack of communication regarding the agreement. Denise Tuck expressed concerns with the priority of the Berths.

Steve Abernathy agreed with other public comments, expressed concern regarding blocking off the container yard, and requested more discussion on the agreement.

Christian Atondo approves of the agreement, but noted it needs to be reviewed for other tenants.

Discussion ensued regarding revenue being brought into the Port, understanding the uses at Berths 6, 7, and 8, business of the new tenant, time frame restraint executing this agreement, understanding the requirements for a juice ship, crane operation, continue working to keep the customers happy, and the annual revenue.

The motion carried 7-0.

PA20231114DOC009

EXECUTIVE DIRECTOR COMMENTS

Carlos Buqueras, Executive Director, had no further comments.

ADJOURN

There being no further business, Chairman Kruse adjourned the meeting at 9:44 a.m. Minutes Approved:                   

PA MB 22-23/2

‌December 14, 2023

CONSENT

AGENDA ITEM 8.C: BUDGET RESOLUTION BACKGROUND:

This resolution budgets $3,400,000 of Port cash for the land purchase from Tampa Electric Company of approximately 96.65 acres contiguous to the north of the Port. This will allow for the future expansion of the Port.

ATTACHMENT:

Budget Resolution PA-24-05.

COST AND FUNDING SOURCE:

$3,400,000 Port cash.

CONSEQUENCES IF DEFERRED:

Delay in budget allocations.

LEGAL COUNSEL REVIEW: N/A RECOMMENDATION:

Move to adopt Budget Resolution PA-24-05.

RESOLUTION PA-24-05 AMENDING THE ANNUAL BUDGET

FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2023-2024

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

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

   
   

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

   
   

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

NOW, THEREFORE, BE IT RESOLVED by the Manatee County Port Authority that the 2023-2024 budget is hereby amended in accordance with Section 129.06 and 180.016, Florida Statutes as described on the attached summary and specified in the budget adjustment batch files which are listed below:

ADOPTED with a quorum present and voting this the 14th day of December 2023.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:                                   

BUDGET AMENDMENT RESOLUTION NO. PA-24-05 AGENDA DATE: December 14, 2023

1) Fund: Port Capital Improvement Section: TECO Land Purchase

Description: Budgets $3,400,000 for the purchase of the TECO property to the north of the Port for future expansion.

Batch ID: BAAL121423A Reference: BU24000181

‌CONSENT

AGENDA ITEM 8.D.: ELECTION OF PORT AUTHORITY OFFICERS

BACKGROUND:

An election was conducted during the meeting of the Board of County Commissioners on December 12, 2023, of the officers of said Board and the Port Authority. It is appropriate that the election of the Port Authority officers be confirmed at this Port Authority meeting.

ATTACHMENT:

None.

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

N/A.

LEGAL REVIEW: Yes

RECOMMENDATION:

Move to approve, ratify and confirm the election of Kevin Van Ostenbridge as Chairman, Jason Bearden as First Vice Chairman, Ray Turner as Second Vice Chairman and Amanda Ballard as Third Vice Chairman of the Port Authority effective 12:01 a.m. January 1, 2024, to serve for the calendar year 2024, or until their successors are duly elected.

‌AGENDA ITEM 9.: ACQUISITION OF TAMPA ELECTRIC COMPANY REAL PROPERTY

BACKGROUND:

Tampa Electric Company “TECO” owns real property in the vicinity of SeaPort Manatee and has offered to sell and convey said property to the Authority. The property will be beneficial and useful to the Authority for the future expansion of seaport facilities, conservation matters, environmental mitigation, seaport security requirements, and other public purposes of the Authority. An appraisal for approximately 96.65 acres was completed by Lee Pallardy, Inc. in January 2023 which indicated an Opinion of Fee Simple Market Value of $3,200,000. The Port’s offer of $3,200,000 (plus closing costs) was accepted.

ATTACHMENT:

Resolution PA-24-04 Regarding the Acquisition of Real Property Purchase and Sale Agreement

COST AND FUNDING SOURCE:

Budgets $3,200,000 port cash for purchase and $200,000 port cash for estimated closing costs.

CONSEQUENCES IF DEFERRED:

Delay in beneficial use of the property for the future expansion of seaport facilities, conservation matters, environmental mitigation, seaport security requirements and other public purposes of the Authority.

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to adopt Resolution PA-24-04 Regarding the Acquisition of Real Property.

RESOLUTION PA-24-04

RESOLUTION OF THE MANATEE COUNTY PORT AUTHORITY REGARDING THE ACQUISITION OF REAL PROPERTY

WHEREAS, the Manatee County Port Authority (the "Authority"), a political entity of the State of Florida, owns and operates public seaport facilities in the northwestern portion of Manatee County, Florida, known as "SeaPort Manatee" and seeks to encourage, develop, and stimulate the flow of waterborne commerce through SeaPort Manatee for the economic development of Manatee County, Florida and the region and,

WHEREAS, the Authority needs to acquire real property in the vicinity of SeaPort Manatee in connection with future expansion of seaport facilities, conservation matters, environmental mitigation, seaport security requirements, and other public purposes of the Authority, and

WHEREAS, Tampa Electric Company, owns real property in the vicinity of SeaPort Manatee and have offered to sell and convey said property to the Authority to the extent and in the manner set forth in the Purchase and Sale Agreement, a copy of which is attached hereto and made a part hereof.

NOW THEREFORE BE IT RESOLVED BY THE MANATEE COUNTY PORT AUTHORITY

that:

1. FINDINGS. The Authority has and does hereby determine and find each of the following:

   
   

   1. The property will be beneficial and useful to the Authority for the future expansion of seaport facilities, conservation matters, environmental mitigation, seaport security requirements, and other public purposes of the Authority.

      
      

   2. The Authority is authorized and empowered to acquire by purchase property pursuant to provisions of the Manatee County Port Authority Act, Chapters 125 and 315 of the Florida Statutes and other applicable provisions of law.

      
      

   3. A purchase price of $3,200,000.00 plus closing costs for said property to be purchased by the Authority upon consideration of the unique location of said property, the needs therefor by the Authority and other related factors is a reasonable amount to be paid by the Authority for the acquisition of said property.

      
      

   4. The acquisition by the Authority of said property is the exercise of a valid public purpose of the Authority.

      
      

2. APPROVAL AND AUTHORIZATION. The Purchase and Sale Agreement between Tampa Electric Company, as sellers and the Authority as buyer covering said property, a copy of which is attached hereto and made a part hereof, is hereby approved. The Chairman of the Authority, or any Vice Chairman thereof in the absence of the Chairman, is authorized to execute said

agreement on behalf of the Authority. The Executive Director and the attorney for the Authority are hereby authorized and directed to take such administrative and ministerial action necessary to prepare the Authority to proceed toward the closing of the transaction as set forth in said agreement. The Chairman and Vice Chairmen of the Authority, the Executive Director, the attorney for the Authority and all other appropriate agents or officers of the Authority are hereby authorized and empowered to sign all necessary documents for the closing of the transaction evidenced by said agreement and to complete the acquisition of said property pursuant to the provisions of said agreement.

ADOPTED with a quorum present and voting this the 14th day of December 2023.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:                                                                                                 By:                                 

James Satcher, Chairman

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date (as defined in Section 3(a) of this Agreement), by and between TAMPA ELECTRIC COMPANY, a Florida corporation, hereinafter called “Seller,” and SEAPORT MANATEE, MANATEE COUNTY PORT AUTHORITY, hereinafter called “Purchaser,” together with the Seller, the “Parties” or each generally, a “Party.” Spencer Fane LLP, 201 North Franklin Street, Suite 2150, Tampa, Florida 33602 (Attention: Josh Podolsky, Esq.), acting as escrow agent (“Escrow Agent”), has executed this Agreement as of the Effective Date solely for the purpose of holding the Deposit (defined below) and acting as escrow agent in accordance with the terms of this Agreement.

BACKGROUND

Seller is the owner of two (2) parcels of land located in Manatee County, Florida (the “County”), consisting of approximately 96.65 +/- acres (MOL), further identified by the following Manatee County Property Appraiser pa rcel identifica tion numbers: 2055700005 (Parcel 1); and 2056000009 (Parcel 2), which are further described by their legal descriptions on Exhibit A, which is attached hereto and incorporated herein by this reference (collectively, the “Land”) and may be supplemented or revised by Seller after receipt of the Title Commitment (defined below). Seller has agreed to sell the Property (defined below) to Purchaser, and Purchaser has agreed to buy the Property from Seller, under the terms and conditions set forth in this Agreement.

OPERATIVE PROVISIONS

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser agree as follows:

1. Agreement To Convey, Purchase Price, Deposit. Seller hereby covenants and agrees to sell to Purchaser and Purchaser agrees to purchase from Seller, upon and subject to the terms and conditions in this Agreement, the following property:

   1. The Land; and

   2. all right, title and interest of Seller in and to all buildings, structures and improvements located on the Land, and a ll of Seller’s right, title and interest, if any, in and to all machinery, fixtures and equipment affixed or attached to the Land and all easements and rights appurtenant to the Land (collectively, the “Real Property”);

   The agreed upon consideration for the Real Property is $3,200,000.00 (the “Purchase Price”), which is to be pa id by Purchaser at Closing (defined below) and disbursed to Seller. As partial consideration of the purchase of the Real Property, within three (3) days after Seller’s acceptance of this Agreement, Purchaser agrees to deposit with Escrow Agent (in a non-interest bearing account) an earnest money deposit in the amount of $100,000.00 by wire tra nsfer (the “Deposit”). Except as otherwise expressly set forth in this Agreement, the Deposit shallbe non-refundable to Purchaser once Purchaser delivers it to Escrow Agent.

   
   

2. Conveyance and Title. If Purcha ser performs all of its obligations under this Agreement, then Seller will sell and convey the Real Property to Purchaser by delivering a properly executed Special Warranty Deed in fa vor of Purchaser to the Escrow Agent at Closing in the form attached hereto and incorporated herein by this reference as Exhibit B (the “Deed”), subject to the Permitted Exceptions (defined below). Seller sha ll cause a title insurance company (the “Title Company”) to issue to Purchaser, within fifteen (15) business days after the Effective Date, a Commitment for Title Insurance in the amount of the Purchase Price (the “Title Commitment”), together with a copy of the exception documents. Purchaser has up to ten (10) days after receipt of the Title Commitment to review the title matters (the “Review Period”). If a title exception in the Title Commitment is unacceptable to Purchaser, then Purchaser shallnotify Seller in writing of such matters (the “Title Objection Letter”) prior to the expiration of Review Period. Each matter identified in the Title Objection Letter is referred to in this Agreement as an “Objection” or collectively, as the “Objections.” Upon the expiration of the Review Period, Purchaser shall be deemed to have accepted all title exceptions set forth on the Title Commitment if Purchaser fails to timely deliver its Title Objection Letter to Seller. Notwithstanding the foregoing, during

   
   

   
   

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   the Inspection Period (as hereinafter defined), Purchaser may make additional Objections within ten (10) days of the receipt of a survey, to any matters shown on said survey. For purposes of this Agreement and for the avoidance of doubt, a ll title matters set forth in the Title Commitment that are not listed in Purchaser’s timely delivered Title Objection Letter are deemed to be the “Permitted Exceptions.”

   If Purchaser timely delivers the Title Objection Letter to Seller, then Seller shall notify Purchaser in writing whether Seller intends to cure the Objections prior to Closing (the “Title Response Notice”). If Seller notifies Purchaser in writing that Seller intends to cure an Objection but then fails to do so prior to Closing, then within three (3) days after the date of Seller’s notice to Purchaser indicating that Seller was unable to cure said Objection, Purchaser shall, as its sole and exclusive remedy, notify Seller in writing of Purchaser’s election either to terminate this Agreement or wa ive its Objections (in which event such exceptions shall be deemed Permitted Exceptions) and proceed to Closing. Purchaser’s fa ilure to timely notify Seller of its Objections shall be deemed Purchaser’s election to accept title to the Real Property subject to all exceptions in the Title Commitment and proceed to Closing. If Purchaser timely and properly terminates this Agreement, then the Deposit shall be returned to Purchaser and the Parties shall have no further rights or obligations under this Agreement, except for those rights or obligations that expressly survive termination of this Agreement.

   
   

   The Parties agree that Seller will not be in default under this Agreement if Seller is unable to satisfy the Objections that Seller has agreed in writing to satisfy in Seller’s Title Response Notice prior to the Closing; however, in such event, Seller may adjourn the Closing Date for a period of up to five (5) business days, or such other reasonable period of time, to a llow Seller additional time to satisfy or otherwise cure the Objections. If Seller fa ils to satisfy the Objections within the time period in the immediately preceding sentence, then Purchaser shall have the option to: (i) terminate this Agreement by giving written notice of termination to Seller in which case, the Deposit sha ll be immediately returned to Purchaser, or

   (ii) close this transaction in accordance with the terms and provisions of this Agreement and accepting title in its then existing condition, with all such uncured Objections being deemed by the Parties to be Permitted Exceptions.

3. Inspection Period

   1. Seller hereby agrees that Purchaser shall have ninety (90) days after the full execution and delivery of this Agreement (the “Effective Date”), which 90-day period is referred to in this Agreement as the “Inspection Period”, to conduct an inspection of the Property and conduct or make such engineering, surface and subsurface soils and groundwater tests and all other inspections, tests, appraisals, surveys or studies, of or pertaining to the Property or its development or use, including an examination of all licenses, permits, approvals, sewer services, water services, commitments for utilities, impact fees and assessments and all additional studies or tests deemed necessary by Purchaser. Purchaser acknowledges that, as of the Effective Date, Seller has made available to Purchaser certain documents, files, materials, data or information relating to the Property or the transactions contemplated by this Agreement in Seller’s possession and/or direct control (collectively, “Property Information”), and Purchaser accepts that such Property Information may not be accurate, complete or up-to-da te and that Seller has not made any independent investigation or verification of such information. Seller shall deliver to Purchaser such Property Information in Seller’s possession or direct control as Purchaser may reasonably request in writing during the Inspection Period. Seller makes no representation or warranty whatsoever as to the accuracy, validity or completeness of any Property Information delivered by or on behalf of Seller to Purchaser. Purchaser shall have the right to terminate this Agreement for any reason, or no reason, by written notice to Seller given at any time during the Inspection Period. If Purchaser terminates this Agreement in accordance with this Section 3(a), then Purchaser shall receive a refund of the Deposit and neither Party shall have any further liability or obligation hereunder, except for those liabilities or obligations that expressly survive termination. Unless otherwise required by law, Purchaser hereby acknowledges and agrees that the Property Information shall be deemed confidential in nature, and Purchaser shall not disclose the Property Information to any third pa rty, except for Purchaser’s inspectors, appraisers, surveyors, and legal a nd accounting representatives solely for purposes of evaluating the Property for Purchaser’s purchase in accordance with this Agreement. Seller and Purchaser acknowledge that Purchaser is a public agency, subject to Florida’s Public Records Act. Failure of Purchaser to provide notice of termination during the Inspection Period shall constitute a waiver of Purchaser’s right of termination as set forth in this Section 3(a), whereupon the Parties sha ll proceed to Closing.

      
      

   2. Prior to Purchaser's entry onto the Property, Purchaser shall deliver to Seller evidence reasonably acceptable to Seller of Purchaser's commercial general liability insurance, against claims for bodily injury, death and property damage occurring in or about the Property in a combined single limit of at least $2,000,000. Purchaser agrees it is responsible for damage arising out of the entry onto the Property by Purchaser (or its agents) or exercise of the

      
      

      
      

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      rights granted to Purcha ser (or its agents) in this Section 3, which shall survive Closing and any termination of this Agreement. However, nothing contained herein shall be construed as a waiver of any defense or limitation pursuant to the doctrine of sovereign immunity, or Florida Statutes §768.28.

   3. Purchaser’s obligation to purchase the Property is not contingent or conditioned upon Purchaser’s ability to obtain, or Purchaser’s receipt of, financing of any kind.

   
   

4. Default. If Seller defaults in the performance of any Seller obligation under this Agreementand fails to cure such default within 15 days a fter receipt of written notice thereof, then Purchaser’s sole remedies sha ll be: (a) to terminate this Agreement (in which event the Escrow Agent sha ll return the Deposit to Purchaser); or (b) seek specific performance of this Agreement. As a material inducement to Seller’s execution of this Agreement, Purcha ser specifically waives all right to actual, consequential or punitive damages.

   If Purchaser defaults in the performance of any of its obligations under this Agreement and fails to cure such default within 15 days a fter receipt of written notice thereof, Seller may, as its sole and exclusive remedy, terminate this Agreement by delivering written notice to Purchaser (in accordance with Section 10 of this Agreement), with Seller thereafter being entitled to receive the Deposit as liquidated damages for the Purchaser’s breach of this Agreement.

   
   

5. Closing. The closing of this transaction (the “Closing”) must take place no later than fifteen (15) days after the final day of the Inspection Period (the “Closing Date”). The Closing sha ll take place as a “mail away” transaction with documents identified in this Section 5 with an effective date of the Closing Date to be delivered at Closing to Escrow Agent, who will a lso act as the closing agent for the transaction. At the Closing, Seller sha ll authorize Escrow Agent to deliver to Purchaser the following Seller documents: (a ) the fully executed Deed; (b) a Seller signed version of the closing statement showing the Purchase Price and all charges or credits to Purchaser and Seller provided for in this Agreement (the “Closing Statement”); (c) all Seller executed consents, affidavits, corporate authorizations and other documents reasonably required by the Title Company of Seller to issue the title insurance policy pursuant to Section 2 of this Agreement; and (d) any other documents required to be delivered by Seller to Purchaser in accordance with this Agreement, which have not been delivered prior to Closing. At Closing, Purchaser shall authorize Escrow Agent to deliver to Seller the following: (i) the Purcha se Price; (ii) the Purchaser signed version of the Closing Sta tement; (iii) a ll Purcha ser executed consents, affidavits or other documents reasonably required by the Title Company to issue the title insurance policy pursuant to Section 2 of this Agreement, and (iv) any other documents required to be delivered by Purchaser to Seller under this Agreement which have not been delivered to Seller prior to Closing.

6. Prorations. Seller acknowledges that Purchaser is exempt from real property taxation. At Closing, real estate taxes and assessments for the property for the year in which closing occurs, if any, shall be prorated and paid in accordance with the procedures established by §196.295 Florida Statutes. Seller shall remain responsible and liable for a l taxes regardless of when accrued and payable based on Seller’s duration of ownership.

   
   

7. Representations and Warranties.

   1. Seller’s Representations and Warranties. The matters set forth in this Section 7(A) constitute representations and warranties by Seller which are now and shall, in all material respects, be true and correct at the Closing. If Seller learns that any of the representations and warranties in subsections (i)-(v) below may cease to be true, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based). To the extent Purchaser has or acquires actual knowledge prior to Closing that any of Seller’s representations and warranties herein are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

      1. Power and Authority. Seller is a corporation organized under Florida law and its corporate sta tus is active. Seller has the requisite authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. Seller has obtained all requisite consents, releases and permissions in connection with entering into this Agreement, and no consent of any other party is required for the performance by Seller of its obligations in accordance with this Agreement. Each person signing this Agreement on behalf of Seller is authorized to do so. This Agreement constitutes a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject to the customary exclusions for bankruptcy, insolvency and other laws relating to creditors’ rights.

         
         

         
         

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      2. Contravention. Seller is not prohibited from consummating the transactions contemplated by this Agreement by any law, regulation, agreement, instrument, restriction, order, or judgment.

      3. Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue code of 1986, as amended.

      4. Patriot Act. Seller is currently in complia nce with and will remain in compliance with, the regulations of OFAC and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

      5. Environmental. Seller has disclosed to Purchaser that the Property is subject to the Declaration of Restrictive Covenant (attached hereto and incorporated herein as Exhibit C), the Conditional Site Rehabilitation Completion Order (attached hereto and incorporated herein as Exhibit D) and that there are additional facts and information on file with the enforcing environmental agencies related to such documents. Such documents can be accessed on the Oculus public records site maintained by the Florida Department of Environmental Protection (“FDEP”) by referencing the following Site ID: ERIC_7096. Otherwise, Seller does not make any representation or warranty with respect to the environmental condition of the Real Property.

   2. Purchaser’s Representations and Warranties. The matters set forth in this Section 7(B) constitute representations and warranties by Purchaser which are now and shall, as of the Closing, be true and correct.

      
      

      1. Power and Authority. This Agreement constitutes lega l, va lid and binding obligations of Purchaser enforceable in accordance with its terms, subject to the customary exclusions for bankruptcy, insolvency and other la ws rela ting to creditors’rights.

      2. Independent Investigation. The closing of this transaction shall constitute Purchaser’s acknowledgment that it has independently inspected and investigated the Property and has made andconsummated this Agreement based upon such inspection and investigation and its own examination of the condition of the Property except as set forth in this Agreement.

      3. Purchaser Reliance. Purchaser is experienced in and knowledgeable about the ownership and management of commercial real estate, and it has relied and will rely exclusively on its own consultants, advisors, counsel, employees, agents, principals and/or studies, investigations and/or inspections with respect to the Property, its condition, value and potential and does not rely upon Seller for any of the foregoing.

      4. Patriot Act. Purchaser is currently in compliance with and will rema in in complia nce with, the regulations of OFAC and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

   3. Survival  of  Representations  and Warranties. The representation, warranties and provisions contained in this Section 7 and elsewhere in this Agreement shall merge into the Deed and shall not survive the Closing or the termination of this Agreement. Closing hereunder shall be deemed full performance by each Party of its respective obligations under this Agreement other than those obligations which survive Closing and delivery of the Deed. However, Seller shall have no liability to Purchaser after the Closing for any matter disclosed by Seller or learned by Purchaser prior to the Closing.

   4. No Other Warranties and Representations. Except as specifically set forth in this Section 7 or in any document or instrument delivered by Seller in connection with the Closing, neither Seller nor Purchaser have made, make or have authorized anyone to make, any warranty or representation as to any written materials delivered to Purchaser, the persons preparing such materials, the present or future physical condition, development potential, zoning, building or land use law or compliance therewith (including, without limita tion, the America ns with Disa bilities Act), operation, income generated by, or any other matter or thing affecting or relating to the Property or any matter or thing pertaining to this Agreement. Purchaser expressly acknowledges that no such warranty or representation has been made

      
      

      
      

      4

      
      

      and that Purchaser is not relying on any warranty or representation whatsoever other than as is expressly set forth in Section 7(A) of this Agreement or in any document or instrument delivered by Seller in connection with the Closing.

   5. Disclaimer. Except as expressly set forth in this Agreement, the Real Property is being sold “AS IS”, “WHERE IS”, “WITH ALL FAULTS”, ENVIRONMENTAL OR OTHERWISE, INCLUDING BOTH LATENT AND PATENT DEFECTS, AND WITHOUT ANY REPRESENTATIONS AND WARRANTIES OF SELLER WHATSOEVER. PURCHASER HEREBY WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND PURCHASER RELEASES SELLER FROM AND AGAINST ANY ACTION, LOSS, DAMAGE OR OTHER CLAIM AGAINST SELLER REGARDING THE CONDITION AND USE OF THE REAL PROPERTY. PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT WITHOUT RELYING UPON ANY REPRESENTATION OR WARRANTY BY THE SELLER AS TO THE CONDITION OF THE REAL PROPERTY; AND THERE ARE NO UNDERSTANDINGS, AGREEMENTS, REPRESENTATIONS, WARRANTIES EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MARKETABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, HABITABILITY, DESIGN, WORKMANSHIP OR OTHERWISE GIVEN BY SELLER TO PURCHASER IN CONNECTION WITH THIS TRANSACTION. THE PURCHASER HAS NOT RELIED ON ANY REPRESENTATIONS, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF THE SELLER, OR ANYONE ACTING FOR OR ON BEHALF OF THE SELLER, OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND ALL MATTERS CONCERNING THE PROPERTY HAVE BEEN OR SHALL BE INDEPENDENTLY VERIFIED BY THE PURCHASER AND THE PURCHASER SHALL PURCHASE THE PROPERTY BASED UPON THE PURCHASER’S OWN INVESTIGATIONS AND EXAMINATIONS OF THE

   PROPERTY (OR THE PURCHASER’S ELECTION NOT TO DO SO). Purchaser further acknowledges and agrees that Purchaser is relying solely on its own investigation of the Real Property and not on any information provided or to be provided by Seller and agrees to accept the Property at the Closing and waive all objections or claims against Seller (including any right or claim of contribution) arising from or related to the Property or to any hazardous materials on the Property. The provisions of this Section 7(E) shall survive the Closing.

   
   

8. Intermediaries. The Parties each represent and warrant to one a nother that neither Party has had any dealings with any person, firm, broker or finder in connection with the negotiations of this Agreement and/or the consummation of the purchase and sale contemplated herebyother than Cushman & Wakefield (“Seller’s Broker”), and no broker or other person, firm or entity is entitled to any commission or finder's fee in connection with this transaction. The Seller does indemnify, defend, protect and hold the Purchaser harmless from and against any costs, expenses or liabilities for compensation, commission or charge which may be claimed by the Seller’s broker, finder or other similar party by reason of any actions of the Seller, and these obligations are referred to herein collectively as the “Broker Indemnity” and shall survive the Closing or earlier termination of this Agreement. If the transaction contemplated by this Agreement closes, at Closing, then Seller shall pay a commission to the Seller’s Broker in accordance with the terms of a separate agreement. The obligations set forth in this Section 8 survive Closing.

9. Allocation of Costs and Expenses. The expenses of the Title Company and costs and expenses of consummating the transaction contemplated in this Agreement shall be paid in the following manner:

   1. By Purchaser. Purchaser shall pay: (a ) the cost of any extended coverage to the owner’s policy and all endorsements to such owner’s policy of title insurance requested by Purchaser; (b) the cost of any lender’s policy of title insura nce as a simulta neous issue premium; (c) the cost of recording any instrument related to Purchaser’s financing, if any; and (d) the cost of a survey, if any.

   2. By Seller. Seller sha ll pay: (a ) the cost of the premium for the Owner’s Title Insurance Policy referred to in Section 2 of this Agreement (b) all tra nsfer taxes and (including, as the non-exempt party to the transaction pursuant to Florida Statutes §202.01, any documentary stamp or transfer tax fees in connection with the Deed); (c) the cost of the compensation due to Seller’s Broker; and (d) the cost of recording the Deed.

   3. Shared Costs. The Parties agree to equally split any escrow fees charged by the Escrow Agent,

      if any.

   4. Attorney Fees. Each Pa rty agrees to pay the fees and costs of its attorney.

      
      

      
      

      5

      
      

   5. Other Costs. Any costs not specifically allocated in this Section 9 shall be paid by the Party which customarily bears such costs in real estate transactions in Manatee County, Florida.

10. Notices. All notices, demands and requests required or permitted to be given under the provisions of this Agreement shall be in writing and shall be deemed given (a) when personally delivered to the party to be given such notice or other communication, (b) if sent by United States mail, certified or registered, with return receipt requested and postage thereon fully prepaid, or by reputable overnight courier, the date of actual delivery or refusal to accept delivery, or (c) on the date of transmittal if sent by electronic ma il, to the following:

    If to Purchaser: SEAPORT MANATEE, MANATEE COUNTY PORT AUTHORITY

    300 Tampa Bay Way, Suite 1 Palmetto, Florida 34221

    Attention: Carlos Buqueras

    Ema il: cbuqueras@seaportmanatee.com

    With a copy to: Bryant Miller Olive P.A.

    1545 Raymond Diehl Road, Suite 300 Tallahassee, Florida 32308

    Attention: Mark B. Johnson, Esq. Ema il: mjohnson@bmolaw.com

    If to Seller: Tampa Electric Company 702 N. Franklin Street

    Tampa, Florida 33602 Attention: Real Estate

    Ema il: Jnromano@tecoenergy.com

    With a copy to: Tampa Electric Company 702 N. Franklin Street

    Tampa, Florida 33602

    Attention: Legal Department

    Ema il: cmkiernan@tecoenergy.com

    If to Escrow Agent: Spencer Fane LLP

    201 North Franklin Street, Suite 2150 Tampa, FL 33602

    Attention: Josh Podolsky

    Ema il: jpodolsky@spencerfane.com

    
    

    or to such other address as the parties may designate by written notice. If any such notice or communication is not received or cannot be delivered due to a change in the address of the receiving party of which notice was not previously given to the sending party or due to a refusal to accept by the receiving party, such notice or other communication sha l be effective on the date delivery is attempted. Any notice or other communication under this Agreement may be given on behalf of a party by the attorney for such party.

11. Environmental. PURCHASER RELEASES SELLER AND ITS EMPLOYEES, AGENTS, BROKERS AND CONTRACTORS FROM ANY AND ALL OBLIGATIONS, CLAIMS, ADMINISTRATIVE PROCEEDINGS, JUDGMENTS, DAMAGES, FINES, COSTS, AND LIABILITIES (COLLECTIVELY THE “CLAIMS”) (WHETHER KNOWN OR UNKNOWN, AND WHETHER CONTINGENT OR LIQUIDATED) ARISING FROM OR RELATED TO (A) ANY DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION OF ANY IMPROVEMENTS UPON THE PROPERTY, WHETHER THE SAME ARE A RESULT OF NEGLIGENCE OR OTHERWISE; OR (B) OTHER CONDITIONS (INCLUDING ENVIRONMENTAL CONDITIONS) AFFECTING THE PROPERTY, WHETHER THE SAME ARE A RESULT OF NEGLIGENCE OR

    OTHERWISE. The release set forth in this Section 11 specifically includes any Claims under any Environmental La ws, under the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq. (as may be amended from time to time),

    
    

    
    

    6

    
    

    or with respect to any Environmental Risk. “Environmental Laws” means a ll applica ble Legal Requirements regarding health, safety or the environment and includes, but is not limited to, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.), the Emergency Planning and Community Right to Know Act (42 U.S.C. §§ 11001 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Clean Water Act (33 U.S.C.

    §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. §§ 136 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as any of the same may be amended from time to time, and any state or local law dealing with environmental matters, and any regulations, orders, rules, procedures, guidelines and the like promulgated in connection therewith, regardless of whether the same are in existence on the date of this Agreement. IT IS SPECIFICALLY INTENDED BY SELLER AND PURCHASER THAT THE RELEASE CONTAINED HEREIN BE WITHOUT LIMIT, IRRESPECTIVE OF THE CAUSE OR CAUSES OF ANY SUCH CLAIMS (INCLUDING, WITHOUT LIMITATION, PRE-EXISTING CONDITIONS, STRICT LIABILITY OR THE NEGLIGENCE OF ANY PARTY OR PARTIES.

12. Assignment. Neither Party shall have the right to assign this Agreement, or its rights hereunder, without prior written consent of the other Pa rty. Notwithstanding any such assignment of this Agreement, the Parties rema in and are not released or relieved of their lia bilities or obligations under this Agreement.

13. Miscellaneous. This Agreement embodies the entire agreement between the Parties and may not be amended or varied without the express written agreement of the Parties. No change or modification of this Agreement shall be valid unless the same is in writing and signed by the Parties. It is agreed that time is of the essence in the performance of the terms of this Agreement and in the delivery of the funds to Escrow Agent and to Seller in accordance with this Agreement. This Agreement shall inure to the benefit of and be binding upon the Parties, and their respective permitted successors and a ssigns.

14. Interpretation. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Captions herein are for convenience of reference only and in no way define, limit or expand the scope or intent of this Agreement. Whenever the context hereof shall so require, the singular shall include the plural.

15. Disclosures.

    1. Section 404.056, Florida Statutes, requires the following notice to be provided with respect to the contract for sale and purchase of any building:

       RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.

    2. Purchaser has been advised of its right to have the energy efficiency rating of the improvements determined and acknowledges receipt of the energy efficiency disclosure required by Section 553.996 of the Florida Statutes.

    3. PURCHASER SHOULD NOT RELY ON THE CURRENT PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE PURCHASER MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO THE PURCHASE. A CHANGE OF OWNERSHIP OR THE PROPERTY TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY PROPERTY APPRAISER’S OFFICE FOR INFORMATION.

16. Escrow Agent. In the event a dispute arises between the Parties sufficient in the discretion of Escrow Agent to justify its doing so, Escrow Agent shall be entitled to tender into the registry or custody of any court of competent jurisdiction, all money or property in its possession under this Agreement, and shall thereupon be discha rged from all further duties and liabilities under this Agreement as Escrow Agent. In the event a dispute arises between the

    
    

    
    

    7

    
    

    Parties and no progress has been made toward the resolution of such dispute, following thirty (30) days’ written notice, either Party shall be entitled to cause Escrow Agent to tender into the registry or custody of any court of competent jurisdiction, all money or property in its possession under this Agreement, and Escrow Agent shall thereupon be discharged from all further duties and liabilities under this Agreement as Escrow Agent. By execution hereof, the Purchaser acknowledges and consents to the fact that Escrow Agent represents the Seller in this transaction and has been asked by the Parties voluntarily to act as escrow agent for the purposes of escrowing and disbursing funds in accordance with the Agreement.

17. No Waiver. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the party against whom it is asserted and any such written waiver will only be applicable to the specific instance to which it relates and will not be deemed to be a continuing or future waiver.

18. Captions; Terminology. The captions of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof. As used in this Agreement, (i) the phrase “and/or” when applied to one or more matters or things shall be construed to apply to any one or more or all thereof as the circumstances warrant at the time in question, (ii) the terms “herein” “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement as a whole, and not to any particular Section, unless expressly so stated, (iii) the term “including”, whenever used herein, shall mean “including without limitation”, except in those instances where it is expressly provided otherwise, (iv) the term “person” shall mean a natural person, a corporation, a limited liability company, and/or any other form of business or legal association or entity, and (v) the term “business day” shall mean any day other than a Saturday or Sunday or Federal holiday or legal holiday in the State in which the Property is located.

19. Attorneys’ Fees. In any litigation which arises between the Parties under or related to this Agreement, the prevailing party will be entitled to recover its attorneys’ fees and costs incurred in such litigation from the other Party, which may include, without limitation, attorneys’ fees and costs associated with litigating entitlement to and the reasonableness of such fees and costs in a proceeding.

    
    

20. Counterparts. This Agreement may be executed in counterparts by the Parties and each will be considered an original, but all such counterparts will be construed together as representing one agreement between the Parties.

21. Validity; Construction. In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision will be given its nearest legal meaning or be construed or deleted as such authority determines, and the remainder of this Agreement will remain in full force and effect. The Parties acknowledge that the Parties and their attorneys have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party sha l not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

    
    

22. Patriot Act. Purchaser shall take any actions that may be required to comply with the terms of the USA Patriot Act of 2001, as amended, any regulations promulgated under the foregoing law, Executive Order No. 13224 on Terrorist Financing, any sanctions program administrated by the U.S. Department of Treasury’s Office of Foreign Asset Control or Financial Crimes Enforcement Network, or any other laws, regulations, executive orders or government programs designed to combat terrorism or money laundering, or the effect of any of the foregoing laws, regulations, orders or programs, if applicable, on the transactions described in this Agreement. Purchaser is not an entity named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Depa rtment of Treasury, as last updated prior to the date of this Agreement.

23. Confidentiality. To the extent permitted under Chapter 119, Florida Statutes, the parties sha ll treat a l materials and information provided by the other party, regardless of whether such materials or information were provided prior to or after the Effective Date, as confidential information, and shall take reasonable efforts to distribute sa me only to the receiving party’s current or prospective partners, lenders, employees, agents and representatives who have a need to know and to third party consultants and professionals, all as may be required for reasonable actions hereunder. Each party shall instruct its applicable employees, agents, representatives, and third party consultants and professionals as to the confidentiality of all such information as well as the existence or terms of this Agreement. The existence or terms of this Agreement shall not be disclosed by either Seller or Purchaser to any unrelated third-party,

    
    

    
    

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    except for and only to the extent reasonably necessary for those parties required by either Seller or Purchaser to facilitate the transaction contemplated herein, or for any disclosures required by law, or for any disclosures made in connection with litiga tion.

24. No Recordation. Neither this Agreement nor any notice or memorandum thereof shall be recorded in the public records of any jurisdiction.

    
    

25. Beneficial Interest Disclosure. Before entering into this Agreement, Seller shall provide a properly completed and executed beneficial interest affidavit and disclosure statement as required by Section 286.23, Florida Statutes, in substantially the same form as Exhibit E attached hereto and by this reference made a part of this Agreement. Should there be any change in the disclosures made in the affidavit before Closing, Seller shall immediately submit an updated affidavit.

26. JURY TRIAL WAIVER. THE PARTIES HEREBY WAIVE ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO ANY ASPECT OF THIS AGREEMENT. THE PARTIES AND EACH SIGNATORY ON BEHALF OF A PARTY ACKNOWLEDGE THAT EACH HAS CONSULTED WITH INDEPENDENT COUNSEL WITH RESPECT TO THIS JURY TRIAL WAIVER.

[Signature page follows]

9

IN WITNESS WHEREOF, the Parties and Escrow Agent have caused these presents to be duly executed as of the Effective Date.

SELLER:

Tampa Electric Company, a Florida corporation

By:                                   

Carlos AldazabalNa me:

Title:

VP Energy Supply

Date: _12/6/2023

and

By:                                   

David NicholsonNa me:

Title: Date:

VP Legal, General Counsel, & CECO 12/6/2023

PURCHASER:

SEAPORT MANATEE, MANATEE COUNTY PORT AUTHORITY

By:                                                 Name:                                               Title:                                                 Date:                                 

ESCROW AGENT:

SPENCER FANE LLP

By:                                   

Name:

Josh Podolsky

10

Exhibit A

Legal Description

Parcel 1:

Parcel 2:

COM AT THE NE COR OF SD SEC 1, TH N 89 DEG 30 MIN 17 SEC W, ALG THE N BDRY OF SEC 1, A DIST OF 286.20 FT FOR A POB; TH CONTINUE N 89 DEG 30 MIN 17 SEC W, ALG THE N BDRY OF SEC 1, A DIST OF 1455.22 FT TO A PT DESIGNATED AS PT A. COM AGAIN AT THE POB, TH S 33 DEG 18 MIN 08 SEC W, A DIST OF 2159.77 FT TO A PT ON THE NLY R/W BDRY OF CENTRAL AVE AS PER PLAT OF PINEY POINT SUB, TH N 58 DEG 58 MIN 14 SEC W, ALG SD R/W BDRY, A DIST OF 75.00 FT; TH N 31 DEG 00 MIN 37 SEC E, A DIST OF 165.00 FT; TH N 53 DEG 57 MIN 11 SEC W, A DIST OF (455.00-DEED) (456.26-CALC), TH N 31 DEG 00 MIN 37 SEC E, A DIST OF 5.10 FT; TH N 58 DEG 58 MIN 16 SEC W, A DIST OF (210.00-DEED) (210.21-FIELD); TH S 30 DEG 57 MIN 21 SEC W, A DIST OF 70.00 FT; TH N 58 DEG 58 MIN 14 SEC W, A DIST OF 70.00 FT; TH N 30 DEG 57 MIN 21 SEC E, A DIST OF 24.74 FT; TH N 58 DEG 58 MIN 14 SEC W, A DIST OF 486.88 FT TO A PT DESIGNATED AS PT B; TH MEANDER NELY, ALG THE HIGH WATER LN OF TAMPA BAY, A DIST OF 1270 FT TO THE AFOREMENTIONED PT A PI#20560.0000/9

11

Exhibit B

Form of Special Warranty Deed

This Instrument Was Prepared By and should be returned to:

Parcel ID Number:

Purchase Price:

Documentary Stamp Tax: $            

SPECIAL WARRANTY DEED

THIS SPECIAL WARRANTY DEED is made effective as of the     day of         , 2024, between TAMPA ELECTRIC COMPANY, a Florida corporation (the “Grantor”), whose mailing address is 702 N. Franklin Street, Tampa, FL 33602, and SEAPORT MANATEE, MANATEE COUNTY PORT AUTHORITY

(the “Grantee”), whose mailing address is                                             .

W I T N E S S E T H:

IN CONSIDERATION of Ten Dollars ($10.00) and other valuable consideration paid by Grantee, Grantor does hereby sell and convey to Grantee the real property in Manatee County, Florida that is more fully described on EXHIBIT “A” attached hereto and incorporated herein by reference, together with a ll rights, privileges, easements, hereditaments and appurtenances belonging thereto or inuring to the benefit thereof (the "Property"), to have and to hold in fee simple forever.

AND, Grantor warrants the title to the Property, and will defend that title, against the lawful claims and demands of all persons claiming by, under, or through Grantor, but not against any other claims. Notwithstanding the foregoing warranty, this conveyance is made subject to, and the foregoing warranty sha l not apply to, claims and demands arising from the matters of record of which Grantee has actual notice; provided this sentence shall not be deemed to reimpose the same.

THIS PROPERTY IS NOT CURRENTLY AND HAS NOT AT ANY TIME BEEN THE HOMESTEAD OF GRANTOR.

[signature and exhibits appear in final document]

12

Exhibit C

Exhibit D

Exhibit E

Beneficial Interest Affidavit

BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT

BEFORE ME, the undersigned authority, personally appeared Michelle Szekeres, (“Affiant”), this         day of            , 2023, who, first being duly sworn under oath, deposes and states as follows:

1. Affia nt is the Corporate Secretary of Tampa Electric Company, a Florida corporation (“Seller”), whose ma iling address is 702 N. Franklin Street, Tampa, FL 33602, and in such capacity has personal knowledge of the matters set forth herein and has been duly authorized by Seller to make this Affidavit on Seller’s behalf.

2. Affia nt gives this Beneficial Interest and Disclosure Affidavit (this “Affidavit”) to

                    ,                         of the Seaport Manatee, Manatee County Port Authority for its reliance on and in conjunction with the agreement for purchase and sale of the Property, as defined below.

3. Seller is the record owner of that certain parcel of real property consisting of approximately 96.65

   +/- acres (MOL), further identified by the following Manatee County Property Appraiser parcel identification numbers: 2055700005 (Parcel 1); a nd 2056000009 (Parcel 2), which are further described by their lega l descriptions on Exhibit A, attached hereto and by this reference made a part hereof (the “Property”).

4. As required by Section 286.23, Florida Statutes, and subject to penalties prescribed for perjury, the following is a list of every “person,” as defined in Section 1.01(3), Florida Statutes, which includes any entity in the form of a partnership, limited partnership, limited liability company, corporation, trust, or any form of representative capacity whatsoever for others holding any beneficial interest (“Persons”), however small or minimal, in the Property.

   The beneficial interest in any entity registered with the Federal Securities Exchange Commission or registered pursuant to Chapter 517, Florida Statutes, whose interest is for sale to the general public, is hereby exempt from the provisions of this section. (If more space is needed, attach separate sheet.)

   
   

   Name	Address	Percentage of Ownership Interest
   Tampa Electric Company	702 N. Franklin St. Tampa, Florida 33602	100%

5. As required by Section 286.23, Florida Statutes, and subject to the penalties prescribed for perjury, the following is a list of every Person holding 5% or more of beneficial interest in the disclosing entity.

   The beneficial interest in any entity registered with the Federal Securities Exchange Commission or registered pursuant to Chapter 517, Florida Statutes, whose interest is for sale to the general public, is hereby exempt from the provisions of this section. (If more space is needed, attach separate sheet.)

   
   

   Name	Address	Percentage of Ownership Interest
   TECO Energy, Inc	702 N. Franklin St. Tampa, Florida 33602	100%

   
   

6. Affiant has submitted this Affidavit before entering into any contract whereby such real property held in representative capacity is sold, leased, taken by eminent domain, or otherwise conveyed to the state or any local governmental unit, or an agency of either, and this Affidavit has been submitted at least ten (10) days prior to the closing of said real property transaction.

7. Affia nt shall immediately submit an updated affidavit should there be any change in the disclosures made in this Affidavit prior to closing of said real property transaction.

8. Seller shall provide herein or in an additional affidavit for any entity holding an interest in the Property or an interest in the disclosing entity in the form of a partnership, limited partnership, limited lia bility company, corporation, trust, or a ny form of representative capacity whatsoever for others, until all of those Persons disclosed are natural persons.

9. Affiant acknowledges that he or she is authorized to execute this Affidavit on behalf of any and a l Persons holding the requisite beneficial interest.

10. This Affidavit is given under oath, and subject to penalties of perjury, in compliance with the provisions of Section 286.23, Florida Statutes.

11. Affiant is at least 18 years of age and makes this Affidavit upon his or her personal knowledge.

12. Affiant has read the contents of this Beneficial Interest and Disclosure Affidavit, has actual knowledge of the facts contained herein, and states that the facts contained herein are true, correct, and complete.

13. The undersigned further states that he or she is familiar with the nature of an oath and with the penaltiesas provided by the lawsof the United States and the State of Florida for falsely swearing to statements made in an instrument of this nature. The undersigned further certifies that he or she has read, or heard read, the full facts of this Affidavit and understands its context.

[Signatures begin on Next Page]

16

true.

Under penalties of perjury, I declare that I have read the foregoing Affidavit and that the facts stated in it are

SELLER:

                                         , a       

Affiant: Name, Title

STATE OF                           COUNTY OF               

The foregoing instrument was sworn to (or affirmed) and subscribed before me by means of □ physical presence or □ online notarization, this   day of                           , 202  , by                                   ,

                           of                                  , a                             . He/She is

□personally known to me or □produced                                                       as identification.

NOTARY PUBLIC

Name typed, printed or stamped My Commission Expires:              

Exhibit A

Legal Description

Parcel 1:

Parcel 2:

COM AT THE NE COR OF SD SEC 1, TH N 89 DEG 30 MIN 17 SEC W, ALG THE N BDRY OF SEC 1, A DIST OF 286.20 FT FOR A POB; TH CONTINUE N 89 DEG 30 MIN 17 SEC W, ALG THE N BDRY OF SEC 1, A DIST OF 1455.22 FT TO A PT DESIGNATED AS PT A. COM AGAIN AT THE POB, TH S 33 DEG 18 MIN 08 SEC W, A DIST OF 2159.77 FT TO A PT ON THE NLY R/W BDRY OF CENTRAL AVE AS PER PLAT OF PINEY POINT SUB, TH N 58 DEG 58 MIN 14 SEC W, ALG SD R/W BDRY, A DIST OF 75.00 FT; TH N 31 DEG 00 MIN 37 SEC E, A DIST OF 165.00 FT; TH N 53 DEG 57 MIN 11 SEC W, A DIST OF (455.00-DEED) (456.26-CALC), TH N 31 DEG 00 MIN 37 SEC E, A DIST OF 5.10 FT; TH N 58 DEG 58 MIN 16 SEC W, A DIST OF (210.00-DEED) (210.21-FIELD); TH S 30 DEG 57 MIN 21 SEC W, A DIST OF 70.00 FT; TH N 58 DEG 58 MIN 14 SEC W, A DIST OF 70.00 FT; TH N 30 DEG 57 MIN 21 SEC E, A DIST OF 24.74 FT; TH N 58 DEG 58 MIN 14 SEC W, A DIST OF 486.88 FT TO A PT DESIGNATED AS PT B; TH MEANDER NELY, ALG THE HIGH WATER LN OF TAMPA BAY, A DIST OF 1270 FT TO THE AFOREMENTIONED PT A PI#20560.0000/9

‌December 14, 2023

AGENDA ITEM 10.: ADDITIONS, CHANGES AND/OR INCREASES TO

PORT MANATEE TARIFF NO. 3

BACKGROUND:

On November 6, 2023, tenants and users were invited to Port offices to discuss proposed tariff increases to be effective January 1, 2024. There were no responses to the proposed tariff increases, which can be discounted based on volume incentives. The majority of the tariff items reflect a 6% increase as annotated in attached tariff pages.

ATTACHMENT:

Port Manatee Tariff No. 3 additions, changes and/or increases effective 01/01/24.

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

Loss of revenue.

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to approve the attached Port Manatee Tariff No. 3 additions, changes and/or increases effective 01/01/2024.