A meeting of the Manatee County Port Authority will be held during a meeting of the Board of County Commissioners of Manatee County Tuesday, January 14, 2020, at 11:00 am, 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

MANATEE COUNTY PORT AUTHORITY AGENDA

January 14, 2020 – 11:00 am

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

CALL TO ORDER

Public Comments

1. CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes December 19, 2019

      
      

   3. Budget Resolution

      
      

   4. Cruise Terminal Roof Repair

      
      

   5. Encroachment Agreement

      
      

   6. Port Manatee Land and Office Lease Between Port Manatee and Federal Marine Terminals, Inc. Amendment One

      
      

   7. Port Manatee and Kinder Morgan Lease Amendment One

      
      

2. General Counsel Representation

Executive Director Comments Public Comments Commissioner Comments

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

Priscilla Trace, Chairman

Reggie Bellamy, 1st Vice-Chairman; Misty Servia, 2nd Vice-Chairman; Stephen R. Jonsson, 3rd Vice-Chairman; Vanessa Baugh, Member; Betsy Benac, Member; Carol Whitmore, Member

Manatee County Port Authority Warrant (Check) Listing

12/12/2019 to 01/07/2020

Manatee County Port Authority Warrant (Check) Listing

12/12/2019 to 01/07/2020

Total warrants (checks) for period reported 856,179.25

MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

PORT MANATEE INTERMODAL CENTER, THIRD FLOOR

1905 Intermodal Circle Palmetto, Florida DECEMBER 19, 2019

Present were:

Vanessa Baugh, Chairman

Priscilla Whisenant Trace, First Vice-Chairman Reggie Bellamy, Second Vice-Chairman

Betsy Benac, Third Vice-Chairman Stephen R. Jonsson

Misty Servia Carol Whitmore

Also present were:

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

Susan Flowers, Accounting Manager, Clerk of the Circuit Court Julie Jensvold, Finance, Clerk of the Circuit court

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

Chairman Baugh called the meeting to order at 10:00 a.m.

INVOCATION AND PLEDGE OF ALLEGIANCE

The Invocation was delivered by Rich Lewman, Anchor House Chaplin, followed by the Pledge of Allegiance.

Members of the audience introduced themselves.

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

Carlos Buqueras, Executive Director, noted Item 6, Department of the Army Participation Project, was added to the agenda.

AGENDA PA20191219DOC001

CONSENT AGENDA PA20191219DOC002

1. A motion was made by Member Servia, seconded by Member Jonsson, 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 November 8, 2019 to December 11, 2019

      PA20191219DOC003

   2. MINUTES

      Approved the Minutes of November 19, 2019

   3. BUDGET RESOLUTION

      Adopted Budget Resolution PA-20-07 PA20191219DOC004

   4. PORT ASSETS

      Approved removing assets as listed from the Fixed Assets Listing (2016 Jeep Cherokee)

      PA20191219DOC005

      DECEMBER 19, 2019 (Continued)

      
      

   5. AGREEMENT

      Executed the World Direct Shipping Cargo and Freight Volume Agreement Amendment 2 with World Direct Shipping, renewing the agreement through December 31, 2026

      (End Consent Agenda) PA20191219DOC006

2. PORT MANATEE 50TH ANNIVERSARY

   Carlos Buqueras, Executive Director, announced activities planned to celebrate the 50th Anniversary of Port Manatee.

   
   

   Motion was made by Member Whitmore, seconded by Member Benac, and carried 7-0, to approve the activities and costs for a yearlong celebration marking Port Manatee’s 50th Anniversary. PA20191219DOC007

3. TARIFF NUMBER 3

   Carlos Buqueras, Executive Director, explained the need for Tariffs and changes that need to be made. Before recommendations are made, each customer is updated and has the opportunity to discuss the changes.

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

   Motion was made by Member Trace, seconded by Member Jonsson, and carried 7-0, to approve the Port Manatee Tariff Number 3, additions, changes and/or increases effective January 1, 2020. PA20191219DOC008

4. EXECUTIVE DIRECTOR EVALUATION

   Jennifer Cowan, Port Authority Attorney, reviewed the results of the Executive Director’s evaluation, and stated eight different categories were rated. Mr. Buqueras received either a rating of “outstanding” or “meets standards” in each category. Comments were positive regarding staff and client relations. There is a continued need to work on succession plans for key personnel.

   
   

   Discussion ensued regarding Mr. Buqueras’s customer service skills, and the key to a successful business is to have the right person at the top of an organization.

   Upon request Mr. Buqueras provided a brief summary of his background. PA20191219DOC009

5. PORT AUTHORITY OFFICERS

   Jennifer Cowan, Port Authority Attorney, announced the 2020 officers for the Port Authority.

   
   

   Motion was made by Member Benac, seconded by Chairman Baugh and carried 7-0 to approve ratify and confirm the election of Priscilla Trace as Chairman, Reggie Bellamy as First Vice- Chairman, Misty Servia as Second Vice-Chairman and Stephen R. Jonsson as Third Vice- Chairman of the Port Authority effective 12:01 a.m. January 1, 2020, to serve for the calendar year 2020, or until their successors are duly elected. PA20191219DOC010

6. DEPARTMENT OF THE ARMY PROJECT COOPERATION AGREEMENT

David Sanford, Deputy Executive Director, used a slide presentation to review the history of Manatee Harbor. This approval will incorporate the south channel into the overall Port Manatee Harbor Channel Federal Project. There would also be reimbursement for disposal products later in the project.

DECEMBER 19, 2019 (Continued)

Discussion ensued regarding the assumption of operations and maintenance by the Department of the Army, allows the Port to keep rates competitive, and grateful to lobbyist and legislative delegation and their support of Port Manatee.

Motion was made by Member Benac, seconded by Member Jonsson, and carried 7-0, to execute Amendment 2 to Project Cooperation Agreement with the Department of the Army for Construction of Manatee Harbor, Florida Navigation Project. PA20191219DOC011

EXECUTIVE DIRECTOR COMMENTS PA20191219DOC012

Carlos Buqueras, Execute Director used a slide presentation to comment on the following:

• Operating Revenue increased 87 percent since 2012;

• Fiscal Year 2019 Results increased with record activity across all sectors and tonnage (played a video of the State of the Port for 2019); and

• International Trade Hub at Port Manatee to open offices in Argentina and Chile

  
  

  Karen Stewart, Acting Deputy County Administrator and Economic Development Official, stated the Redevelopment and Economic Opportunity Department has been able to partner with local businesses, and stressed the importance of the International Trade Hub.

  
  

• Announced the retirement of Captain Allen Thompson, Executive Director Tampa Bay Pilots Association; Chairman Baugh presented the Bell Award to Captain Thompson

  
  

  Captain Thompson expressed his gratitude to Port Manatee staff and the Tampa Bay Pilot Association, and stressed the importance of keeping Tampa Bay safe.

  
  

• Thanked Chairman Baugh for her service as the Port Authority Chairman for the past three years and presented her with the Bell Award

  
  

  Chairman Baugh expressed her gratitude to the Port Authority Members, Port staff and management.

  
  

  Upon Question, Mr. Buqueras explained Port Manatee is a landlord port, the Port runs the facility and leases those facilities to tenants.

  MEMBER COMMENTS

  Member Servia

• Wished everyone a Happy Holiday and thanked staff for all their efforts

  Member Benac

• Thanked staff for their hard work and sought updates from members of the audience regarding their businesses

  (Member Comments continued to later in the meeting)

  
  

  Dr. Bruce Barber, Director of Gulf Shellfish institute, explained the organization has partnered with the Port regarding bi-valves help the environment by filtering the water to remove nutrients. They are funded in whole with grant funding for research.

  DECEMBER 19, 2019 (Continued)

  
  

  George Mazzarantani, Attorney, stated he represents international clients who are interested in Manatee County, and introduced Anthony Utset, Prosegur. Port staff assists in helping him work with clients.

  
  

  Mr. Utset, stressed the importance of security at ports, and recommended practicing Crime Prevention Through Environmental Design (CPTED). He stressed being mindful of networks and spyware.

  Nick DeVito, Ian Black Real Estate spoke on current real estate trends.

  Keith Robinson, Florida Department of Transportation, will keep the Port Authority updated with the tech manuals and stressed comments are due on January 6, 2020. The State Sea Port Office will be completing profiles for all Ports in Florida, and two additional grants will be presented to the Authority.

  MEMBER COMMENTS (Continued from earlier in the meeting)

  Members Jonsson, Trace, Bellamy and Servia

• Thanked Chairman Baugh for her leadership the past three years.

  Member Whitmore

• Stressed the importance of longevity regarding the Port Authority Chairman Discussion ensued regarding the Florida Transportation Plan.

  Mr. Buqueras, on behalf of the Propeller Club, invited everyone to Port Manatee Holiday Party, and invited everyone to attend.

  
  

  Billy Roy, Propeller Club President, thanked Chairman Baugh for her leadership and noted the Propeller Club named Virginia Zimmerman, Senior Communications Manager, as the Member of the Year. This year the Club focused on education and increased their scholarship awards.

  
  

  ADJOURN

  There being no further business, Chairman Baugh adjourned the meeting at 11:17 a.m.

  Minutes Approved:

  January 14, 2020

  
  

  CONSENT

  AGENDA ITEM 1.C: BUDGET RESOLUTION BACKGROUND:

  This resolution budgets for the following:

  
  

• $459 for the Federal Emergency Management Agency (FEMA) reimbursement of costs associated with hurricane Irma. Also, add a non-cash adjustment to the December 19, 2019 with PA-20-07 budget for accounting purposes.

• Roof repair with a silicone application to the cruise terminal building which includes a ten- year warranty - $66,866 funded by Port cash.

ATTACHMENT:

Budget Resolution PA-20-08.

COST AND FUNDING SOURCE:

Budgets $459 FEMA funding, $66,866 of Port cash.

CONSEQUENCES IF DEFERRED:

Delay in budget allocations.

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to adopt Budget Resolution PA-20-08.

RESOLUTION PA-20-08 AMENDING THE ANNUAL BUDGET

FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2019-2020

WHEREAS, Florida Statutes 129.06, 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 2019-2020 budget is hereby amended in accordance with Section 129.06, Florida Statutes as described on the attached summary and specified in the budget adjustment batch files which are listed below:

   
   

   Item No.	Batch ID No.	Reference No.
   1	BAAL011420A/B	BU20200202
   2	BAAL011420A	BU20200201

   
   

   ADOPTED with a quorum present and voting this the 14th day of January, 2020.

   
   

   ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

   CLERK OF CIRCUIT COURT

   
   

   

   By:

   BUDGET ADMENDMENT RESOLUTION NO. PA-20-08 AGENDA DATE: January 14, 2020

   
   

   1. Fund: FEMA proceeds

      
      

      Section: Warehouse 1,2,3,4,7,8,9,11, and the Cruise Terminal

      
      

      Description: Budgets $459 for the proceeds received from FEMA for damages to various warehouses due to hurricane Irma. Also, budgets a non-cash adjustment to budget resolution PA-20-07 on December 19, 2019.

      
      

      Batch ID: BAAL011420A/B Reference: BU20200202

      
      

   2. Fund: Port

      
      

      Section: Port Maintenance

      
      

      Description: Budgets $66,866 for roof repairs to the cruise terminal building. Batch ID: BAAL011420A Reference: BU20200201

      January 14, 2020

      
      

      CONSENT

      AGENDA ITEM 1.D: CRUISE TERMINAL ROOF REPAIR BACKGROUND:

      On December 23, 2019, the roof on the cruise terminal began leaking in several areas causing damage to U.S. Customs and Border Patrol’s equipment and paper documents. Port staff provided temporary repairs, but the needed repairs require extensive refurbishment. US Coating Specialists has repaired several of the port’s roof in the past two years and was contacted for an emergency repair. Port staff determined that the price with a 10-year warranty in the amount of $66,866.05 was the best resolution. A purchase order was provided to US Coating Specialists under an emergency purchase to prevent further damage to the building’s contents.

      
      

      ATTACHMENT:

      
      

      Request for Emergency Purchase and US Coating Specialists Agreement

      
      

      COST AND FUNDING SOURCE:

      
      

      $66,866.05 of Port cash.

      
      

      CONSEQUENCES IF DEFERRED:

      
      

      Delay in affirming the emergency procurement

      
      

      LEGAL COUNSEL REVIEW: Yes

      
      

      RECOMMENDATION:

      
      

      Move to ratify and affirm the Agreement between the Manatee County Port Authority and US Coating Specialists for the emergency repair of the cruise terminal roof in the amount of $66,866.05

      

      
      

      THIS AGREEMENT, is made and entered into on this 26th day of December between U.S. Coating Specialists., (hereinafter referred to as Contractor), and Port of Manatee, (hereinafter referred to as Owner) whose address is S. Terminal St., Palmetto, FL 34221. Collectively, Contractor and Owner may be referred to as "Parties".

      
      

      WHEREAS, Owner desires to enter into this Agreement with Contractor to perform certain work (hereinafter the " Work" or the "Project") on the premises located at S. Terminal St., Palmetto, FL 34221 (hereinafter the " Property") .

      
      

      WHEREAS, Owner warrants, acknow le dges, and affirms that Owner is the legal owner of the Property and has any and rights necessary to contract with Contractor so that Contractor may perform the Work on the Property.

      
      

      WHE REAS, Contractor desires to perform the Work and will furnish all labor and materials necessary to perform the Work at the Property.

      
      

      NOW THEREFORE, for the mutual cons ideration , which is hereby acknowledged as sufficient, the undersigneds agree and acknowledge as follows:

      
      

      ADDRESS OF THE WOR!t: ·

      .,... .:.,

      L

      
      

      • S; Terminal St., Palmetto, FL 34221

SCOPE OF THE WORK: Silicone Application Only

All rust areas will be treated and free of rust ensuring proper bond. Any metal patching due to rust areas will be cut out and replaced prope rly . Clean and prep roof surface and remove all loose debris. Prime and seal roof with the application of Gaco high solids

I 00% silicone S-2000, manufactured by Gaco Western, a subsidiary of Firestone Roofing Products or equivalent.

I. , Manufacturer shall pre-inspect the Project for acceptance of their roofing system and S-20 Silicone or the equivalent.

1. Contractor shall pressure wash and clean surface with Gaco Wash or the equivalent to provide a clean substrate.

2. After roof is clean and dry, the entire surface shall be primed using Gaco Weste rn' s 5320 two-part epoxy primer at the rate of 200-300s.f. per gallon or equivalent. (If needed)

3. Detail all pipe penetration base areas, if any are observab le , with the Seam Seal material.

4. Detail all drains, scuppers, and overflows, if any are observab le , with the Seam Seal material.

5. Hand detail along the edges of the roof to avoid overspray.

6. Secure any loose wall membrane as needed and as observable.

7. Maintain a clean and safe jobsite.

COATING:

1. After all preparatory work is completed, the roof shall be seal coated with Gaco Western's S-20 high solids silicone or equivalent which is white in color.

2. Coating will be applied at the rate of 2-3 gallons per 100s.f. depending on type of warranty selected as follows.

3. r!S")'ea r warranty will be approximately 20 dry mils rubber thickness when dry. 4:-:r 10:.year warranty will be approximately 22 dry mils rubber thickness when dry.

1. ·· l:s:.year warranty will be approximately 30 dry mils rubber thickness when dry.

2. ·20-yearw arranty will be approximately 38 dry mils rubber thickness when dry.

3. .Coating has a .88 reflectivity as rated by the Cool Roof Council®.

8: A ma nufacturer ' s representative will inspect the completed project to validate the warranty selected and they (Gaco Western) will provide a written warranty with owners, manu facturers , and contractors signatures.

9. All interior walls will be coated 3 inches above the top of the wall flash ing. If cracks or

- other issues with the wall are found outside of the original scope of work, U.S. Coating Specialists will provide a plan of action to correct, if possible.

DETAILS:

1. Owner shall provide all power , water and a staging area for the duration of the Work.

2. Contractor shall supply all licenses and insurance, as required by the State of Florida .

3. Any changes to the work shall be agreed to in writing, signed by both parties, and shall clearly stipulate the scope of any changes. Additional costs or credits to the cost of the workwill be clearly stated in the change order. No verbal agreements are permissible.

4. Contractor holds Owner harmless of any injuries to contractors ' employees while working on this project.

5. Permit fees are NOT included in the Contract Price. Shou ld, a permit or additional investigation or documentation , (including without limitation, thermal imaging , moisture survey , etc) be required by any governing entity, including without limitation the

•

. • :. _ ·

.. .,,./

applicable building department, or the manu factur er, any associated fees and costs will be at Owners sole expense .

WARRANTY:

l '") '.

1. All warranty costs are included in this Contract Price . •

2. Gaco Western and/or Contractor will remedy any leak through the new system at no additional cost to the Owner during the Warranty Period unless such damage is caused by other trades , acts of God and/or situations not attributable to faulty materials or workmanship.

3. Contractor shall not be liable for damages due to any delay and/ or default in performance under this Agreement caused by conditions beyond Contractor's control, including but not limited to, Acts of God, government restrict ions, continuing domestic or international problems such as war, insurrection, strikes, fires, floods, hurr ic anes, tropical weather systems, rai n, ha il , earthquakes, work stoppages, and/ or embargoes.

4. Contractor is expressly not responsible for the interior of the Property, and any contents contained therein, located below the roof sheath ing.

5. Warranty Certificates will be issued within 90 days of completion of the Work and the passing of any Gaco roof inspection(s) .

   CONTRACT PRICE

   -'-

   . 1 :•_,, ,.

   
   

   ,,.,..,

   _. 4:1th ..

   5- Y ar Free Standard W .aptr_

   

   6: Year w:rranty 15-Year Warranty 20-Year Warranty

   $65,122.33

   
   

   -

   $69,772.25 ..

   $73,114.38

   • :r l

   
   

   *Please circle and initial _next to the warranty selected

   
   

   PAYMENT TERMS

   
   

   -1. -lre-Eentract Price is d11e 11pao wci.tt-M-aeeeptattee-aoo..scheduli-n g-ef--Wu rk:- A/1-t

   1. Final payment of the remaining 70% is due upon completion of the Work.

   2. Full payment is due at the time work by U.S. Coating Specialists is completed. Any inspections by third parties related to issuance of any applicable warranty, including , without limitation, inspections by Gaco and/or any applicable building department, are not considered part of U.S. Coating Specialists work for purposes of determining when work by U.S. Coating Specialists is complete and full payment is due. Work is complete when U.S . Coating Specialists completes the application of materials and performs any associated cleanup and removal of its equipment.

-4:--P-ay.men t1T1ust-b,e

of -rhe-w -crrk:--- J.J/4

ecei ·veEi- Re-lat-er-than-5-btt-s-i-nes s--e-ay-s-f-r-0m-th.e-dat f.ee mp!et-i-en

► Upon approval of the Work, a schedule of events will be agreed upon by the parties.

► This Contract Price is valid for thirty (30) days from the date of this agreement.

- r -P1WFR8i'lts--AG-t-fi 11r ·ecrdwwit:rhthrri151--cla-y-s--e-f-t-he-oompl.etiorLof.the-wor-k-w.i.l.Linc.ur,s im-ple­

►

in tere·sr-of1- ½"%-ev ery-5-clay-s- t hat-par-men t-is - no t-i:eG i-ve cl-f o r-a-tota·l- o f-t -8-%-f)e r-annum..-.:e/J/ A Any HVAC and/or other work necessary to permit Contractor to perform the Work under

this agreement will be at the owner's sole expe nse . Contractor will advise Owner in writing of any work which Contractor believes is necessary in order for Contractor to perform the

►

Work.

Schedule of values will be provided upon execution of this agreement.

EACH PARTY HEREBY WARRANTS AND AGREES THAT IT HAS CAREFULLY READ AND UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT AND INTENDS TO BE BOUND BY THIS AGREEMENT .

Execution of THIS Agreement by the Part ies ' signatures below shall authorize Contractor to proceed with the scope of work on the Project, as stated here i n, and to order mater ia ls, and signifies acknowledgement and acceptance of the same by the Owner /Owner's representative for work to proceed in an agreed time and manner.

11212020. . . , 'b, /l, ] I /11

U.S. Coatng Specialists Date Date ''

' c ,. · . _ ;.1G

Thank you for the opportunity to bid this Proj ect.

7

Ra73:;,2

/ 'Pr+ Do -s-::MJ-

REQUEST FOR EMERGENCY PURCHASE

Total Esitmated Expenditure: Date: 30-Dec-19

$66,866.05 ' Requested By: ·

Shawn Smith

Departmental Allocation :

Maintenance

Description of emergency/situation: On December 23, 2019, the roof on the

cruise terminal began leaking in several areas causing damage to US Customs' equipment and paper documents. Port staff provided temporary repairs, but the damage is extensive with rain pouring in in certain areas.

Item (s) required for emergency: Vendor I Cost of Items:

Roof repair - 10 year warranty US Coatin.9..§E_ecialists

$ 66 ,866 . 05

Date Purchase Required: Other Vendors Contacted:

TOTAL: $ 66,866.05

30-Dec-19

N/A

Justification for Emergency Purchase: US Coating Specialists has been the low bidder on several of the port warehouses. To prevent additional damage to US Customs electronic equipment and paper documentation, an emergency pr9curernent wa

initiated saving several weeks in the procurement process.

What would be the consequences if this purchase is not handled as an emergency?

Additional damage to equipment and documents.

What corrective action could be taken to avoid other emergencies like this one?

Roof replacement prior to deterioration

Executive Direc ----

January 14, 2020

CONSENT

AGENDA ITEM 1.E: ENCROACHMENT AGREEMENT BACKGROUND:

Gulfstream Natural Gas System, L.L.C. (Gulfstream) is the present owner of an Easement and Right of Way for the transportation of natural gas through a pipeline over certain lands in Port Manatee. Port Manatee’s Drop Trailer Lot project is located within the Easement and therefore consent is required by Gulfstream for construction of said project. Gulfstream has given consent and has provided an Encroachment Agreement.

ATTACHMENT:

Encroachment Agreement

COST AND FUNDING SOURCE:

N/A

CONSEQUENCES IF DEFERRED:

Delay in drop trailer lot project completion

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Executive Director to execute the Encroachment Agreement between the Manatee County Port Authority and Gulfstream Natural Gas System, L.L.C.

Instrument prepared by:

Name: Melissa Hammer

Gulfstream Natural Gas System, L.L.C.

Address: 4610 Buckeye Road

Palmetto, FL 34221

STATE OF FLORIDA COUNTY OF MANATEE

Tract No. 200 FL-MA-003.000

ENCROACHMENT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS;

WHEREAS, Gulfstream Natural Gas System, L.L.C., a Delaware Corporat ion. (hereinafter called "Gulfstream"), whose mailing address is 4610 Buckeye Road Palmetto, FL 34221, is the present owner of an Easement and Right of Way (hereinafter called the "Easement") over certain lands in Manatee County, State of Florida, pursuant to that Port Manatee Pipeline Agreement dated July 20, 2000, and recorded in the Office of the Clerk of Court of Manatee County, Florida, in Book 1642 at Page 6959. Gulfstream acquired this Easement for the purpose of laying, constructing, maintaining, operating, repairing, altering, replacing, changing the size of, and removing one pipeline (with valves, regulators, meters, fittings, appliances, tie-overs, and appurtenant facilities) for the transportation of natural gas through a pipeline under, upon , over, through and across certain lands in Manatee County, Florida, more particularly described therein, and

WHEREAS, the Manatee County Port Authority (the "Authority"), 300 Tampa Bay Way, Suite I, Palmetto, FL 34221, (hereinafter called "Grantee") represent and warrant that they are the present owner of a portion of the property described in the above referenced Easement; and

WHEREAS, Gulfstream owns and maintains one (1) pipeline (hereinafter called the "Pipeline" ) across sa id property pursuant to the Easement; and

WHEREAS, the Grantee desires to construct a semi-trailer parking lot within the Easement in accordance with the plans as depicted in Stantec drawing sheet G-103, Project No. 215614955 dated J 1 /08 /20 19 and included as Exhibit " A"; and procedures as submitted and approved by Gulfstream as set forth in Gulfs tream 's Letter of No Conflict from Fred DeLoach, Division Engineer, dated December 17, 2019 (hereinafter called "Permitted Construction");

NOW THEREFORE, notwiths tanding any of the prov11sons of the Easement which prohibit such construction , consent is hereby given by Gulfstream to the Authority, insofar as it has the lawful right to do so, to install, operate and maintain the Pennitted Construction partly on or within Gulfstream' s Easement, subject to the following terms and conditions:

1. The Authority accepts this consent with full know le dge of Gulfstream' s prior rights and existing facilities.

   
   

2. Except as specifically provided herein, Grantee sha ll not change the grade, except as provided in the Permitted Construction, on the right of way nor place or construct upon the right of way any building, house, improvement, structure, trees or obstruction of any kind (except the Permitted Consh·uction) across the Pipeline, or cause or permit such construction or said acts to be done by others , without the express written permission of Gulfstream.

   
   

3. The Authority acknowledges the receipt of Williams Gas Pipeline Requirements for Landowner and Third Party Construction and wairnnt that any consh·uction and/or maintenance in the area of Gulfstream's Easement will confonn to the conditions and requirements listed in said Requirements for Landowner and Third Party Construction.

4. The Authority waii-ants that prior to any contractor or subcontractor(s) perfonning any construction over or in the vicinity ofGulfstTeam's Easement, said contractor(s) and/or subcontractor(s)shall furnish to Gulfstream verification ofliability insurance in an amount not less than $2,000,000. Said verification of liability is to be submitted on a Gulfstream approved form, and shall name Gulfstream Natural Gas System, L.L.C. as additional insured.

   
   

5. Gulfstream shall have no responsibility for the maintenance of the Pe1111itted Construction authorized herein.

   
   

6. The Easement sha11 remain in full force and effect except as modified and changed by this Encroachment Agreement.

   
   

7. If Gulfstream deems it necessary to remove any portion of the Permitted Construction to gain access to the Pipeline for repair, maintenance, or in exercising any right under the Easement, Gulfsn·eam may remove same after two business days' prior written notice has been provided to the Grantee; and after Gulfstream has completed the work for which the Permitted Construction was removed, Grantee agrees to replace same at their sole cost and expense. Gulfsn·eam shall not be responsible or liable to Grantee for any damage caused to the Permitted Construction in the perfonnance of such work or the exercise of such rights. If Gulfstream deems it necessa1y to conduct emergency repairs or maintenance, the two business days' prior written notice is not required.

THIS CONSENT shall not serve to din1inish or affect the rights granted to Gulfsn·eam in the Original Easement Agreement.

THIS AGREEMENT shall be binding upon and shall inure to the benefit of the parties hereto, their hei rs, executors , administrators, personal representative s, successor and assigns.

IN WITNESS WHER EOF, this Encroachment Agreement has been duly executed this _ _

,2020.

Wit11ess:

_ _ day of

George Isiminger

Print Name

By:

Print Name and Title: Carlos Buqueras, Executive Director

Address and Contact info1111ation:

300 Tampa Bay Way, Suite 1 Palmetto, FL 34221

(941) 722-6621

cbuqueras@portmanatee.com

STATE OF- - - - - - - - - - -

COUNTY OF ----------

IHEREBY CERTIFY that before me, a Notary Public in and for the County aforesaid,

personally appeared ,known to me to be the_

_ _ _

_ _ _

_ _ _ _

of and acknowledged that, being thereunto authorized, (s)he exec uted the foregoing agreementfor the purposes therein contained, as an act and deed of

In witness whereof, I have set my hand and seal this _ _

_ day of _ _ _

_ , 2020.

(SEAL)

Notary Public

My commission expires _

_ _ _ _ _

_ _ _

w!;m·

GULFSTREAM NATURAL GAS SYSTEM, L.L.C.

By: GULFSTREAM MANAGEMENT &

OPERATING SERVICES, L.L.C., ITS OPERATOR

By == .·

-......::5

Print Name: Shawn Deutscher, Operations Manager

sTATEoF Florida,,

couNTY oF Mana../-ee.

I HEREBY CERTIFY that before me, a Notary Public in and for the State and County aforesaid, personally appeared Sba,wo DeLL-./-sc)ie r: ., known to me to be the

Opera.J,·ons Manager- ofGULFSTREAMNATURALGAS SYSTEM, LLC and acknowledged that, being thereunto authorized, (s)he executed the foregoing agreement for the purposes therein contained ,

as an act and deed of GULFSTREAM NATURAL GAS SYSTEM LLC.

In witness whereof, I have set my hand and seal this _grcJday of :L", u.atV , 2020.

(SEAL) . .f.-{fi',i;_··•... MELISSA HAMMER

\.W ' .i

Notary Public •State of Florida

Commission# GG 227135

• •·,1,fo f\c; r-' My Comm. Expires Aug 21, 2022

"' Bonded through National Notary Assn.

1(A1' W'U

My Commission expires

January 14, 2020

CONSENT

AGENDA ITEM 1.F.: PORT MANATEE LAND AND OFFICE LEASE WITH

FEDERAL MARINE TERMINALS, INC. AMENDMENT ONE

BACKGROUND:

On October 19, 2017, the Port Authority approved the Port Manatee Land and Office Lease with Federal Marine Terminals, Inc. The lease includes a shop area with the surrounding grounds and office space in warehouse 9. FMT is desirous of extending the lease through December 31, 2022, with two (2) one-year extensions.

ATTACHMENT:

Land and Office Lease Between Port Manatee and Federal Marine Terminals, Inc. Amendment One

COST AND FUNDING SOURCE:

N/A

CONSEQUENCES IF DEFERRED:

Delay in approval of lease.

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute the Land and Office Lease Between Port Manatee and Federal Marine Terminals, Inc. Amendment One.

LAND AND OFFICE LEASE BETWEEN PORT MANATEE AND FEDERAL MARINE TERMINALS, INC.

AMENDMENT ONE

The terms and conditions of this Land and Office Lease Between Port Manatee and Federal Marine Terminals, Inc. Amendment One (hereinafter “Amendment One”), made and entered into by and between the MANATEE COUNTY PORT AUTHORITY, a political entity of the State of Florida, with its principal place of business located at Port Manatee, 300 Tampa Bay Way, Palmetto, Florida 34221, (hereinafter referred to as the “Authority”), and FEDERAL MARINE TERMINALS, INC. a corporation duly authorized to transact business in the State of Florida, with a place of business located at Port Manatee, 600 Tampa Bay Way, Palmetto, Florida 34221, (hereinafter referred to as “FMT” or “Lessee”), (collectively hereinafter referred to as the “Parties”) for and in consideration of the mutual covenants herein contained and other good and valuable consideration, amend the Land and Office Lease Between Port Manatee and Federal Marine Terminals, Inc. entered into by the Parties dated October 19, 2017 (hereinafter “Lease”), and state as follows:

1. CONSIDERATION. Each of the Parties represented that as a result of economic conditions, mutual covenants, the long-term benefit to both Parties, and other good and valuable consideration, this Amendment One shall govern the Parties’ responsibilities regarding paragraphs of the Lease entitled Term (paragraph 2), Extended Term (paragraph 3), Rent (paragraph 4), and Indemnification (paragraph 23).

2. SCOPE. This Amendment One is being entered into for the purpose of amending, modifying and superseding paragraphs 2, 3, 4, and 23 of the Lease. Except to the extent herein amended, all other provisions set forth in the Lease shall remain in full force and

   01230243-1 Page 1 of 3

   effect and binding upon the Authority and FMT. In entering into Amendment One, the Parties acknowledge that in no way has the Authority waived any of its rights or claims it may have against FMT.

3. AMENDMENT. The Parties agree to amend, modify, and supersede paragraphs 2, 3, 4, and 23 of the Lease, as follows:

   1. TERM. The duration or term of this lease commences on January 1, 2018, and terminates on December 31, 2022.

      
      

   2. EXTENDED TERM. The term of this lease may be extended by the Lessee, at its sole option, with a three percent (3%) increase each year, for successive one-year periods, for up to t w o ( 2 ) extension option periods, provided that the Lessee notifies the Authority in writing no later than 60 days prior to the expiration of the then existing term of this lease.

      
      

   3. RENT. The Lessee shall pay to the Authority throughout the duration or term of this lease rent for the demised premises for each and every month of the term of this lease as follows:

      1. Parcel B – All Warehouse 9 offices depicted on Attachment B less the three offices showing square footage of 210 sq ft, 342 sq ft, 351 sq ft – Parcel B Warehouse offices total 3,730 square feet @ $1.0296-$3,840.41.

      2. Parcel A - Shop Lease:

         • Land – 29,739 square feet @ $.0832 - $2,474.28

         • Shop – 4,590 square feet @ $.2756 - $1,265.00

           A total sum for above demised premises is $7,579.69/month payable in advance beginning on January 1, 2018 through December 31, 2022; if the term is extended, then the total sum for the demised premises will be $7,807.08 for 2023 and $8,041.29 for 2024. The Lessee shall also pay any applicable Florida sales taxes on said rent, payable at the same time rental payments are made.

           
           

           23. INDEMNIFICATION. The Lessee shall indemnify, defend and hold harmless the Authority, its officers, directors, employees, and agents from and against all liability, loss, damages, costs or expenses (including reasonable attorney’s fees) arising out of the Lessee’s

           
           

           negligent use or possession of the demised premises that interfered with, interrupted, or negatively impacted the operation of any other tenant, customer or user at Port Manatee as a result of the Lessee's fault.

           
           

4. CONFLICT. In the event of a conflict regarding the provisions set forth in paragraphs 2, 3, 4, and 23 of the Lease and the provisions contained in this Amendment One, the provisions set forth in Amendment One shall prevail. In the event of a conflict between any other paragraphs within Amendment One and the Lease, the Lease shall prevail.

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

6. EFFECTIVE DATE. The effective date of Amendment One is January 1, 2020.

IN WITNESS WHEREOF, the parties have caused this Amendment One to be duly executed in duplicate this the 14th day of January, 2020.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

Clerk of Circuit Court

By: _ _ _ _ _ _ _ _ _ _

By: ­

Printed: - - - - - - - - - -

Priscilla Trace Chairman AUTHORITY

WITNESSES:

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FEDERAL MARINE TERMINALS, INC.

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By: - 14.::f"'v"- A--=---SH-'• .,...,,- "-,"----1--.&---=,------ - -

Title:

G C. & T ,q e y

January 14, 2020

CONSENT

AGENDA ITEM 1.G.: PORT MANATEE AND KINDER MORGAN LEASE

AMENDMENT ONE

BACKGROUND:

On September 19, 2019, the Authority approved the Port Manatee and Kinder Morgan Lease for 5.01 acres. Kinder Morgan is desirous of leasing an additional 1.81 acres effective January 1, 2020. This request is for approval of Port Manatee and Kinder Morgan Lease Amendment One.

ATTACHMENT:

Port Manatee and Kinder Morgan Lease Amendment One

COST AND FUNDING SOURCE:

N/A

CONSEQUENCES IF DEFERRED:

Delay in approving the lease of 1.81 acres

LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

Move to approve and authorize the Chairman to execute the Port Manatee and Kinder Morgan Lease Amendment One between the Manatee County Port Authority and Kinder Morgan Port Manatee Terminal LLC.

PORT MANATEE AND KINDER MORGAN LEASE AMENDMENT ONE

The terms and conditions of this Port Manatee and Kinder Morgan Lease Amendment One (hereinafter “Amendment One”), made and entered into by and between the MANATEE COUNTY PORT AUTHORITY, a political entity of the State of Florida, with its principal place of business located at Port Manatee, 300 Tampa Bay Way, Suite 1, Palmetto, Florida 34221, (hereinafter referred to as the “Authority”), and KINDER MORGAN PORT MANATEE TERMINAL LLC, a Delaware limited liability company authorized to do business in the State of Florida, with a place of business located at 500 National Street, Palmetto, FL 34221 (hereinafter referred to as “Kinder Morgan” or “Lessee”), (collectively hereinafter referred to as the “Parties”) for and in consideration of the mutual covenants herein contained and other good and valuable consideration, amend the Port Manatee and Kinder Morgan Lease entered into by the Parties dated September 19, 2019 (hereinafter “Lease”), and state as follows:

1. CONSIDERATION. Each of the Parties represented that as a result of economic conditions, mutual covenants, the long-term benefit to both Parties, and other good and valuable consideration, this Amendment One shall govern the Parties’ responsibilities regarding paragraphs of the Lease entitled Demised Premises (paragraph 2), Term (paragraph 4), Rent (paragraph 5), Improvement Removal and Land Restoration (paragraph 7), Minimum Annual Guaranteed Tonnage (paragraph 12), Maintenance (paragraph 15) and Events of Default (paragraph 33).

2. SCOPE. This Amendment One is being entered into for the purpose of amending,

   modifying and superseding paragraphs 2, 4, 5, 7, 12, 15, and 33 of the Lease. Except to the extent herein amended, all other provisions set forth in the Lease shall remain in full force

   01209140-2 Page 1 of 13

   and effect and binding upon the Authority and Kinder Morgan. In entering into Amendment One, the Parties acknowledge that in no way has the Authority waived any of its rights or claims it may have against Kinder Morgan.

3. AMENDMENT. The Parties agree to amend, modify, and supersede paragraphs 2, 4, 5, 7, 12, 15, and 33 of the Lease, as follows:

   2. DEMISED PREMISES. Effective January 1, 2020, the Authority does hereby demise, let, and rent unto the Lessee, and the Lessee shall hire and take as tenant approximately 1.81 acres of real property located in Manatee County, Florida identified as a portion of Port Manatee, the legal description of which is attached and made a part of this Lease as Exhibit D (the “Demised Premises”), to have and to hold the same for the terms set forth in this Lease.

   
   

   Effective August 6, 2020, the Authority does hereby demise, let, and rent unto the Lessee, and the Lessee shall hire and take as tenant approximately 5.01 acres of real property located in Manatee County, Florida identified as a portion of Port Manatee, the legal description of which is attached and made a part of this Lease as Exhibit A (the “Land”), to have and to hold the same for the terms set forth below. The Land, all rights of access and other appurtenant rights related thereto, and all improvements now or hereafter located on the Land (including, without limitation, Warehouse 1 at Berths 6 and 7, Warehouse 2, Truck & Rail Car Dump Shed, Warehouse 3 at Berth 7, Truck Scales and the conveyors (hereinafter defined) described in the attached Exhibit B which is incorporated into and made a part of this Lease), are collectively referred to herein as the “Additional Lands.” Effective August 6, 2020, the Additional Lands are included in the definition of the Demised Premises. As used herein, “conveyors” means those conveyor systems described on Exhibit B and depicted (and labelled) in the attached Exhibit C, which is incorporated into and made a part of this Lease. The Lessee shall have the continuing right to locate the conveyors on the Land and in the areas adjacent to the Land where the conveyors are already located as shown on Exhibit C, but such right does not to preclude the Authority from requiring Lessee to temporarily move conveyor BC7S in the area adjacent to the

   Land, if such movement is needed. The Lessee shall have the right to maintain, restore, replace and operate the conveyors during the term of this Lease, and Lessee shall maintain the conveyors in accordance with the paragraph entitled “Maintenance” of this Lease. The Authority recognizes that the Lessee uses improvements such as conveyors and warehouses on the Land in offloading its cargo and the Authority will make reasonable efforts to provide the Berths 5, 6, and 7 for such offloading and make reasonable efforts, as described below, to maintain a 40 foot draft at Berths 5, 6, and 7.

   
   

   In accordance with the Master Plan, the Authority agrees, covenants and warrants that Lessee has the right to peacefully occupy, have, use, hold and quietly enjoy the Demised Premises subject to the provisions of this Lease. The Lessee agrees it will not use the Demised Premises in any way that physically interferes with, interrupts, or impacts, in a materially adverse way, the rightful use or operation of other Port Manatee facilities by any other tenant, user, or customer at Port Manatee. The Demised Premises are leased and accepted by Lessee in its current “As Is-Where Is” condition with Authority making no warranties as to fitness, and Lessee acknowledges that it has had adequate opportunity to inspect and test the Demised Premises prior to entering into the Lease. Further, while the Authority endeavors to maintain berth and channel depths at the Congressionally authorized 40+1 feet, the vagaries of natural events such as storms and sediment redistribution preclude any guarantees for either the main channel or berths. Maintenance dredging is performed as frequently as needed but subject to Army Corps of Engineers funding, permitting, contractor procurement and scheduling of both federally maintained channels and port berths. The berth maintenance is performed at Authority’s expense in conjunction with Corps events by a common contractor and under a single federal permit except in the case of emergency out of cycle needs where the port performs the maintenance.

   
   

   1. TERM. The duration or term of this Lease for the Demised Premises (the 1.81 acres of real property and excluding the Additional Lands), commences on January 1, 2020 and continues to August 5, 2020. The duration or term of this Lease for the Demised

      Premises (the 1.81 acres of real property and the Additional Lands) commences on August 6, 2020 and terminates three (3) years thereafter on August 5, 2023 (“term”), unless otherwise extended as provided in this Lease. The term of this Lease may be extended first for one (1) three-year extension period and subsequently for up to three (3) five-year extension periods thereafter. To extend the term, the Lessee must notify the Authority in writing no later than sixty (60) days prior to the expiration of the then existing term of this Lease that it desires to extend the term. As used herein, a “year of this Lease” or “Lease year” means each consecutive twelve (12) month period commencing on August 6, 2020 and on each anniversary thereof.

      
      

   2. RENT. The Lessee shall pay to the Authority rent for the Demised Premises, payable monthly on the first (1st) day of each calendar month during the term.

      
      

      Effective January 1, 2020 (the “Effective Date”), the Lessee shall pay to the Authority rent for the Demised Premises (the 1.81 acers and excluding the Additional Lands), payable monthly on the first (1st) day of each calendar month, at a rate of $2,550 per month from January 1, 2020 through August 5, 2023. Should the Lessee exercise its option to extend the term of this Lease as set forth in the paragraph of this Lease entitled “Term”, the annual rent for each year during the extended term(s) will be:

      • August 6, 2023 through August 5, 2026: $2,550 per month

      • August 6, 2026 through August 5, 2031: $4,250 per month

      • August 6, 2031 through August 5, 2041: The annual rent for each year during the extended term(s) will be determined by multiplying the annual rent by the percentage of change in the most recently published U.S. Department of Labor All Urban Consumer Price Index (“CPI-U”), all items, not to exceed three percent (3%) in any applicable extended five year lease period. The percentage change will be computed by comparing index figures published for the month closest to the Lease year anniversary date with the same month of the preceding Lease year. The index to be used will be the most recently published U. S. Department of Labor, All Urban Consumer Price Index. Annual rent on an extended term must never be less than

   $4,250 per month and will only increase in accordance with the above formula for the extended term, and not annually during any such extended term.

   Effective August 6, 2020, the Lessee shall pay to the Authority rent for the Additional Lands, payable monthly on the first (1st) day of each calendar month, at a rate of $12,525 per month for the first three (3) years of the term. Should the Lessee exercise its option to extend the term of this Lease as set forth in the paragraph of this Lease entitled “Term”, the annual rent for each year during the extended term(s) will be determined by multiplying the annual rent by the percentage of change in the most recently published U.S. Department of Labor All Urban Consumer Price Index (“CPI-U”), all items, not to exceed three percent (3%) in any applicable extended lease period (either 3 or 5 years in accordance with the extended term). The percentage change will be computed by comparing index figures published for the month closest to the Lease year anniversary date with the same month of the preceding Lease year. For example, if the Lease commencement date is August 6, 2020, the adjustment for the annual rental due on August 6, 2023 will be calculated by using the index published for the most recent month available prior to August 6, 2020 and comparing it to the index published for the same month of the year 2023, subject to the 3% percent cap. The index to be used will be the most recently published U. S. Department of Labor, All Urban Consumer Price Index. Annual rent on an extended term must never be less than $12,525 per month and will only increase in accordance with the above formula for the extended term, and not annually during any such extended term.

   
   

   7. IMPROVEMENT REMOVAL AND LAND RESTORATION. The Parties recognize that certain improvements are and may be constructed, erected, or installed upon the Demised Premises that may be of benefit to the Authority upon the expiration of the Term of this Lease. Upon expiration or termination of this Lease, Lessee may, at its sole discretion, remove any improvements located on the Demised Premises. Any improvement not removed by the Lessee shall become the property of and owned by the Authority. The Demised Premises with any improvements (including, but not limited to, Warehouse 1, Warehouse 2, Warehouse 3, and all improvements constructed after the January 1, 2020), except for the conveyors and the Truck & Rail Car Dump shed, that are not removed, must

   be left by the Lessee in a clean, good, safe, and tenantable condition. Lessee shall not be required to make any improvements or alterations to the current condition (as of the August 6, 2020) of the Truck & Rail Car Dump shed. Any whole or parts of the conveyors that are not removed as of the expiration or termination of this Lease, must be left by the Lessee in a clean, good and salvageable condition. The Lessee must remove all Lessee’s equipment, furnishings, furniture, machinery and other items of personal property (which does not include the conveyors), at no cost or expense to the Authority prior to the expiration or termination of this Lease.

   
   

   1. MINIMUM ANNUAL GUARANTEED TONNAGE. Regardless of the amount of short tons (2,000 pounds) of cargo actually shipped through Port Manatee by Lessee during the Term (as it may be extended), beginning August 6, 2020, Lessee guarantees that it will pay the Authority wharfage at the rate set forth in the paragraph entitled Wharfage above for at least the following amount of short tons (the “minimum annual guarantee” or “MAG”):

      • Year 1 – 100,000 short tons

      • Year 2 – 150,000 short tons

      • Year 3 – 200,000 short tons

      • Year 4 - 250,000 short tons

      • Year 5 and each Lease year thereafter – 300,000 short tons

   At the end of each Lease Year, an accounting will be made as to the actual tonnage for which the Lessee paid wharfage to the Authority versus the MAG for that particular year. Within thirty (30) days after completing such accounting, the Lessee shall pay the Authority wharfage for any shortfall between the actual tonnage paid and the applicable MAG, at a blended wharfage rate of $0.59 per short ton. With each renewal option, the blended wharfage rate for MAG shortfalls will be increased at the same rate as the annual tariff general rate increase.

   
   

   If during any term of this Lease, Lessee is prevented from, or materially hindered in, using the Demised Premises as a result of any act or omission by the Authority (including

   authorized draft restrictions), wharfage charges with respect to guaranteed minimum tonnage will be abated on a pro rata basis and will not be required to be recommenced until such use is restored, as reasonably determined by the Authority. Abatement on a pro rata basis means that the minimum number of net tons of materials guaranteed by Lessee annually will be reduced to the extent to which (measured in tons of materials) Lessee is respectively prevented from, or materially hindered in, using the Demised Premises.

   
   

   15. MAINTENANCE. The Lessee shall cause the Demised Premises including any improvements thereto to be duly maintained and kept up throughout the duration or term of this Lease to the extent necessary to maintain, subject to reasonable wear and tear, the Demised Premises in a safe and tenantable condition, including making any repairs necessary due to damage done by act of God, natural disaster or default, negligence or omission of the Lessee its agents, employees, invitees, patrons, servants or any other persons whomsoever under the control of the Lessee. The Authority agrees that the Lessee shall not be required to make any improvements or alterations to the current condition (as of the August 6, 2020) of the Truck & Rail Car Dump shed. In the event of complete or partial destruction by an act of God or fire, the determination of whether or not to reconstruct the destroyed improvement is at the discretion of the Lessee, provided that following such destruction any portion that is not reconstructed is either demolished or otherwise repaired to a safe and tenantable condition. The Authority may, subject to the Lessee’s safety and security measures, in its sole discretion, conduct annual inspections for the purpose of identifying whether the Demised Premises and improvements are being kept in a “safe and tenantable condition,” but the Authority has no maintenance responsibilities for the Demised Premises.

   
   

   1. EVENTS OF DEFAULT. Any of the following events constitute an “Event of Default” of this Lease by Lessee:

      1. If Lessee abandons or vacates the Demised Premises for a period in excess of sixty

         (60) consecutive days (except due to casualty or condemnation); or

      2. If the Rent, fees, charges, or other payments which Lessee agrees to pay or is

         obligated to pay hereunder are not received by the Authority within ten (10) business days after receipt of written notice of non-payment from the Authority; or

      3. If Lessee fails to observe, keep, or perform any of the terms, covenants, agreements, or conditions of this Lease for a period of ten (10) business days after receipt of written notice from the Authority, unless such failure cannot be cured within such period of ten (10) business days, in which case such failure shall not be deemed to continue if the Lessee proceeds with due diligence to cure the failure and diligently completes the curing thereof within a reasonable time as provided by the Authority; or

      4. If Lessee transfers substantial control of Lessee’s assets or Lessee’s business operations or activity to any other entity without prior written consent of the Authority; or

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

      6. If Lessee is adjudicated bankrupt; or

      7. If any act occurs which deprives Lessee permanently of the rights, powers, or privileges necessary for the proper conduct and operation of Lessee’s business; or Any lien, claim or other encumbrance which is filed against the Demised Premises by, through or under Lessee that is not removed or if Authority is not adequately secured by bond or otherwise, within thirty (30) calendar days after Lessee has received written notice thereof; or

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

      9. By or pursuant to, or under authority of any legislative act, resolution or rule or any order or decree of any court or governmental board, agency or officer having jurisdiction, a receiver, trustee, or liquidator must take possession or control of all or

         substantially all of the property of Lessee, and such possession or control continues in effect for a period of thirty (30) calendar days; or

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

      11. If Lessee uses or permits the use of the Demised Premises in violation of any law, rule, or regulation and such activity does not cease within ten (10) calendar days after receipt of written notice to that effect; however, if the violation poses a material and imminent threat to the health, safety and welfare of the public or public property, then such activity must cease immediately after receipt of written notice (via email) to that effect; or

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

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

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

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

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

      17. Upon a lapse in coverage occurs with respect to any insurance required by this Lease or the Authority is not timely provided with any documentation required in this Lease with respect to such insurance and either such default continues for more than fifteen (15) days after delivery of written notice of such default to Lessee by the Authority or the Authority’s agents; or

      18. Upon placement of the Lessee on the convicted vendor list, pursuant to section

          287.133, Florida Statutes, as may be amended, or

      19. Upon the Lessee’s violating the Foreign Corrupt Practices Acts, or

      20. If Lessee as a result of a jury verdict, nonjury trial, entry of a plea of guilty or nolo contendere where the illegal conduct or activity (i) is customarily considered to be a “white collar crime” or theft-related crime such as fraud, smuggling, bribery, embezzlement or misappropriation of funds, or (ii) involves an act of moral turpitude meaning conduct or acts that tend to degrade principals or owners in society or bring them into public hatred, contempt, scorn or ridicule, or that tends to shock, insult or offend the community or ridicule public morals or decency or harm the image of Authority by virtue of its association with Lessee or (iii) results in a felony conviction.

      21. If (1) any of Lessee’s officers, directors, executives, partners, or a shareholders, employees or agents, who are active in the management of Lessee, is found guilty or convicted of illegal conduct or activity (with or without an adjudication of guilt) as a result of a jury verdict, nonjury trial, entry of a plea of guilty or nolo contendere where the illegal conduct or activity (i) is customarily considered to be a “white collar crime” or theft-related crime such as fraud, smuggling, bribery, embezzlement or misappropriation of funds, or (ii) involves an act of moral turpitude meaning conduct or acts that tend to degrade principals or owners in society or bring them into public hatred, contempt, scorn or ridicule, or that tends to shock, insult or offend the community or ridicule public morals or decency or harm the image of Authority by virtue of its association with Lessee or (iii) results in a felony conviction, and (2) Lessee fails to promptly and reasonably address this matter, which may include disciplinary actions, resignation or termination of the offending person.

   
   

   Then upon the occurrence of any Event of Default, or at any time thereafter during the continuance of the Event of Default, Authority, by its Board, may, at its option, immediately terminate this Lease, and all rights of Lessee under this Lease. Authority shall provide Lessee with notice of the effective termination date in writing. In the event of any such termination, Lessee and its sublessee(s) shall immediately quit and surrender the Demised Premises to Authority and shall cease operations. In the event of any termination by Authority, Lessee has

   no further rights under this Lease and further covenants and agrees to yield and deliver peaceably and promptly to Authority, possession of the Demised Premises on the date of cessation of the letting, whether such cessation be by termination, expiration, or otherwise. Authority, its agents, employees, and representatives has the right to enter the Demised Premises and remove all property, and to accelerate and declare immediately due and payable all unpaid rents, minimum guaranteed payments, and other sums required to be paid under this Lease. In the event of any termination by Authority between January 1, 2020 and August 5, 2020, the right to accelerate and declare immediately due and payable is limited to unpaid rents and other sums required to be paid under this Lease that are related to the rental of the 1.81 acres of real property and excluding the Additional Lands. In addition, Lessee is liable for all damages incurred by Authority in connection with Lessee’s default or the termination of this Lease upon such an Event of Default, including without limitation, all direct damages, such as collection costs and reasonable attorney’s fees, as well as indirect, consequential, and all other damages whatsoever. The exercise by Authority of any right of termination will be without prejudice to and in addition to every other remedy at law or in equity. No remedy in this Lease conferred upon or reserved to Authority is intended to be exclusive of any other remedy in this Lease provided or otherwise available, and each and every remedy will be cumulative.

   
   

4. CONFLICT. In the event of a conflict regarding the provisions set forth in paragraphs 2, 4, 5, 7, 12, 15, and 33 of the Lease and the provisions contained in this Amendment One, the provisions set forth in Amendment One shall prevail. In the event of a conflict between any other paragraphs within Amendment One and the Lease, the Lease shall prevail.

5. AUTHORITY TO EXECUTE. Each of the Parties covenants to the other party that it has lawful authority to enter into this Amendment One, that the governing or managing body of each of the Parties has approved this Amendment One and that the governing or

   

   
   

   managing body of each of the Parties has authorized the execution of this Amendment One in the manner hereinafter set forth.

6. EFFECTIVE DATE. The effective date of Amendment One is January I, 2020.

IN WITNESS WHEREOF, the parties have caused this Amendment One to be duly executed in duplicate this the_ day of January, 2020.

ATTEST: ANGELINA M. COLONNESO

Clerk of Circuit Court

MANATEE COUNTY PORT AUTHORITY

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

Printed: _

WITNESSES:

(lM"' f /AreJ,r­

{ / 1/202-0

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

Priscilla Whisenant Trace

Chairman AUTHORITY

KINDER MORGAN PORT MANATEE TERMIN LLC

EXHIBIT D

Additional Lands

1.81 ACRES LEGAL DESCRIPTION EAST OF WAREHOUSE 4

Commence at the southeast corner of section 1 Township 33 South, Range 17 East, Manatee County, Florida; Thence N 00° 29’ 31” E a distance of 1889.39 feet; Thence n 90° 00’ 00” W a distance of 3201.45 feet; Thence N 00° 00’ 00”W a distance of 163.63 feet to the Point of Beginning, also being the South West corner of said described property; Thence N 00° 00’ 22” W for a distance of 269.98 feet; Thence N 89° 47’ 55” E a distance of 291.77 feet; Thence S 00° 00’ 00” E a distance of 257.99 feet; Thence S 60°

46’ 50” W a distance 26.67 feet; Thence N 90° 00’ 00” W a distance of 268.47 feet back to the Point of Beginning for a total of more or less 1.81 Acres.

January 14, 2020

AGENDA ITEM 2.: GENERAL COUNSEL REPRESENTATION BACKGROUND:

Lewis, Longman & Walker, P.A. (LLW) has been the Port’s legal counsel for general representation, lobbying and environmental matters since 2009. Jennifer Cowan has been the designated lawyer representing the Authority on general matters for several years. Ms. Cowan will be leaving LLW January 31, 2020, and will join the law firm of Bryant, Miller & Olive on February 3, 2020. Due to Ms. Cowan’s extensive knowledge of Port Manatee as well as the importance of continuity of on-going matters, Port staff recommends that its files and account balances be transferred to Ms. Cowan at Bryant, Miller & Olive. If approved, an engagement letter for Bryant, Miller & Olive will be presented at a subsequent Authority meeting. LLW representation for lobbying and environmental matters will continue.

ATTACHMENT:

Letter re: legal representation of Manatee County Port Authority

COST AND FUNDING SOURCE:

N/A

CONSEQUENCES IF DEFERRED:

Delay in general counsel representation decision

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to approve and authorize the Executive Director to execute the Legal Representation of Manatee County Port Authority letter selecting the option of “The Port wishes its files and trust account balances be transferred to Jennifer R. Cowan, Esq. at Bryant, Miller &

LLW

LEWIS LONGMAN WALKER

Attorneys at Law llw-law.com

Reply To: St. Petersburg

January 10, 2020

Via U.S. Mail and E- Mail to: cbuqueras@portmanatee.com

Carlos Buqueras Executive Director

Manatee County Port Authority 300 Tampa Bay Way

Palmetto, Florida 34221-6608

Re: Legal Representation of Manatee County Port Authority LLW Matter No. 0266-000

Dear M r. Buqueras:

As you are aware, this firm has the privilege of representing the Manatee County Port Authority (the "Port") in the above-referenced matter. As you may know, I am a founder and Shareholder of Lewis, Longman & Walker, P.A. This correspondence is to inform you that as of January 31, 2020, Ms. Cowan will be leaving Lewis, Longman & Walker, P.A. ("LLW") to join the law firm of Bryant, Miller & Olive .

LLW values and appreciates the opportunity to represent the Port, but since M s. Cowan was the designated lawyer representing the Port in general matters, we are required by the rules regulating the Florida Bar to inform the Port that it may have LLW continue to represent it; the Port may choose to have Ms. Cowan continue to represent the Port at her new firm; or the Port can choose to retain new counsel. Whatever decision the Port chooses, please know that all parties involved desire to make this transition as easy as possible for the Port.

If the Port wishes to have Ms. Cowan and her new firm represent you, or the Port wishes to retain new counsel, arrangements to bring the Port's outstanding account with LLW current will have to be made. Until the date of Ms. Cowan's departure, all services rendered to the Port by her will be owed to this Firm. Any retained or unspent fees or costs currently held by LLW, at the Port's request, will be promptly returned or transferred to the lawyer the Port designates. Please advise us as quickly as possible of the Port's decision, so that continuity in the Port's representation is assured. You may do so by indicating the Port's choice below and returning a signed dated copy to the undersigned via email, facsimile or in the enclosed stamped envelope. Please retain a copy of this designation letter for the Port's records.

JACKSONVILLE

245 Ri· erside /\ve.. SJitc 150

Jacksonville f-lorida 32202

T 9 04.353.6410

f-· 904 353 7619

ST. PETERSBURG

100 Second Ave. South. Suite 501 S St Petersburg Florida 33701

t 727.245 0820

f-· 727 290.4057

TALLAHASSEE

315 South Calhoun St., Surte 830

Tallahassee. Florida 32301

T: 850 222.5702

F: 850 .224 .S242

WEST PALM BEACH

515 North Flagler Dr. Suite 1500

West Pam Beach Florida 33401

T 561 640 0820

F· 561 640 8202

UJ ] .13604 -J See Things Differently

January 10, 2020

Page 2

Should you have any questions or concerns regarding this matter, please do not hesitate to contact me at (727) 245-0820.

Sincerely,

R. Steve Lewis, Shareholder slewis@ ll w-law.com

Lewis, Longman & Walker, P.A.

L

er R. Cowan, Esq. jcow n@llw-law.com

Lewis, Longman & Walker, P.A.

Please indicate your designation for representation:

• The Port wishes its files to stay with Lewis, Longman & Walker, P.A.

• The Port wishes its files and trust account balances to be transferred to Jennifer R. Cowan, Esq . at Bryant, Miller & Olive .

• The Port will retain new counsel and have them contact Lewis, Longman &

Walker, P.A.

Print Name Date

Signature Title

01233604-1