A meeting of the Manatee County Port Authority will be held during a meeting of the Board of County Commissioners of Manatee County Tuesday, April 20, 2021, 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

April 20, 2021 – 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

   
   

2. TransMontaigne Terminals L.L.C. Lease Renewal

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.

Reggie Bellamy, Chairman

Misty Servia, 1st Vice-Chairman; James Satcher, 2nd Vice-

Chairman; Carol Whitmore, 3rd Vice-Chairman; Vanessa Baugh,

Member;

George Kruse, Member; Kevin Van Ostenbridge, Member

April 20, 2021

1. CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes February 23, 2021

      
      

   3. Budget Resolution

      
      

   4. Second Amendment to the Port Manatee Foreign Trade Subzone No. 169A Operating Agreement

      
      

   5. Resolution PA-21-07 Approving the Sublease between Carver Maritime LLC and Abundia Caycem Aggregate & Cement LLC

      
      

   6. Pavement Improvements Change Order No. 3

      
      

   7. Purchase of Prefabricated Building

      
      

   8. Port Manatee Tariff No. 3 Item 280

      
      

   9. Intermodal Container Yard Change Order 4

RECOMMENDATION:

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

Manatee County Port Authority Warrant (Check) Listing

02/16/2021 to 04/07/2021

Manatee County Port Authority Warrant (Check) Listing

02/16/2021 to 04/07/2021

Manatee County Port Authority Warrant (Check) Listing

02/16/2021 to 04/07/2021

Manatee County Port Authority Warrant (Check) Listing

02/16/2021 to 04/07/2021

MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

COUNTY ADMINISTRATION BUILDING – HONORABLE PATRICIA M. GLASS CHAMBERS

1112 Manatee Avenue West Bradenton, Florida February 23, 2021

Meeting video link: https://www.youtube.com/channel/UCUlgjuGhS-qV966RU2Z7AtA

Present were:

Reggie Bellamy, Chairman

Misty Servia, First Vice-Chairman

James A. Satcher III, Second Vice-Chairman Carol Whitmore, Third Vice-Chairman Vanessa Baugh

George W. Kruse

Kevin Van Ostenbridge

Also present were:

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

Kathy Cremaschi, Finance Director, Clerk of the Circuit Court Julie Jensvold, Finance, Clerk of the Circuit Court

Robin Toth, Deputy Clerk, Clerk of the Circuit Court

Chairman Bellamy called the meeting to order at 9:07 a.m.

PUBLIC COMMENT

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

AGENDA PA20210223DOC001

PUBLIC COMMENT

Glen Gibellina voiced opposition to continued payments to Florida Power and Light (FPL), renewable energy at the Port, and the need for energy reduction through the installation of solar panels at the Port. He also commented about Port Manatee’s bonding process.

There being no further public comment, Chairman Bellamy closed public comment.

Commissioner Whitmore advised the public that Port Manatee is not supported by taxpayer dollars, but operates from revenues from incoming ships and user fees.

Carlos Buqueras, Executive Director, stated Port Manatee is a landlord Port and increasingly becoming an operating Port. The Port does not have much land remaining, and what does remain is already committed and getting filled. The Port continues to pursue opportunities to install panels, but a substantial opportunity has not been identified at this time.

Denise Stufflebeam, Port Finance Director, stated Port staff met with an FPL team, and their first recommendation was to switch out LED lighting. The payback for LED lighting is two to five years, whereas the payback for solar panels is 15+ years. The Port is waiting on FPL’s assessment plan, which should be available in the next few weeks.

1. CONSENT AGENDA PA20210223DOC002

   A motion was made by Member Servia, seconded by Member Baugh, 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.

   FEBRUARY 23, 2021 (Continued)

   
   

   1. WARRANT LIST

      Accepted Warrant Listing from January 19, 2021 to February 15, 2021PA20210223DOC003

   2. MINUTES

      Approved the Minutes of January 26, 2021

   3. BUDGET RESOLUTION

      Adopted Budget Resolution PA-21-06, budgeting 2019 Port Security Grant Program funding $750,000, or 75 percent by Homeland Security for the expansion of the South Gate to support increased Port traffic as well as providing full-service transactions for various visitors and $250,000 Port cash, or 25 percent; and the purchase of a used freightliner water truck, which will be used to irrigate the landscaping where there is no water access, dock cleaning and various other uses around the Port, funded by Port cash in the amount of $59,500 PA20210223DOC004

   4. DELETION OF PORT ASSETS

      Approved the removal of assets as listed on the Asset Deletion List dated February 23, 2021 PA20210223DOC005

   5. PURCHASE OF USED WATER TRUCK

      Approved the purchase of a used water truck from UCM, Inc., in the amount of

      $59,800 (which includes title and tag transfer fee) PA20210223DOC006

   6. NORTH GATE EXPANSION

      Approved and authorized the Chairman to execute Change Orders 01, 02 and 03, increasing the contract price with Ranger Construction Industries, Inc., in the amount of $22,555.45, for roof membrane, conduits and new pavement loops PA20210223DOC007

   7. INTERMODAL CONTAINER YARD

      Approved and authorized the Chairman to execute Change Order 3, increasing the contract (7/28/20) with Crisdel Group, Inc., in the amount of $9,101.40, for an initial inspection to determine the extent of leaks recently discovered at the joints of the underground storm drainage pipes, subject to approval by the Florida Department of Transportation PA20210223DOC008

      (End Consent Agenda)

2. REVENUE REFINANCING BONDS, SERIES 2021

Mr. Buqueras presented and recommended adoption of Resolution PA-21-05, authorizing the negotiated sale of not to exceed $40,000,000 in initial aggregate principal Taxable Revenue Refunding Bonds, Series 2021, and establishing other parameters of the bond issue as well as authorizing the execution by the Chairman or Vice-Chairman, and where specified, the Executive Director, of the various documents associated with the bond issue. Resolution PA- 21-05 provides an opportunity to finance the Port’s current bonds, in order to reinvest the savings back into the Port for additional staff and infrastructure. The Authority seeks to pay and defease all or a portion of the outstanding Series 2012 Bonds by the issuance of its Taxable Revenue Refunding Bonds, Series 2021.

Wendell Gaertner, Public Resources Advisory Group, responded to questions as to the current guarantee on the refinanced notes and the savings to conduct this transaction, which is estimated at $2.5 million on a net present value basis. He discussed two types of funding (1) True Refunding, which has no limits; and (2) Advanced Refunding, which the Port is doing, which involves taking bond proceeds and placing them into escrow. This issuance is being structured to accelerate the savings and push the $2.5 million of savings into 2021 and 2022, and give that money to the Port to use for capital improvements.

A motion was made by Member Servia, to adopt Resolution PA-21-05 as recommended. The motion was seconded by Member Van Ostenbridge.

FEBRUARY 23, 2021 (Continued)

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

The motion carried 7-0. PA20210223DOC009

EXECUTIVE DIRECTOR COMMENTS

Mr. Buqueras had no comments.

MEMBER COMMENTS

Upon question by Member Baugh as to when Port meetings would return to the Port, Mr. Buqueras stated Port staff is working on a safe and appropriate configuration of the furniture in Port Chambers that follows safety protocols and ensures social distancing. The first meeting back at the Port is planned for the third Thursday in March. Port Chambers is planned to resemble the configuration of the new Manatee Room on the fifth floor of the Administrative Center.

There was discussion to follow CDC guidelines, wear a mask, following the first meeting back at the Port, the Authority could discuss the configuration for future meetings, and Authority members would be invited to the Port to see the configuration prior to the first meeting.

EXECUTIVE DIRECTOR COMMENTS

Mr. Buqueras had no comments.

PUBLIC COMMENTS

There being no public comments, Chairman Bellamy closed public comment.

ADJOURN

There being no further business, Chairman Bellamy adjourned the meeting at 9:26 a.m.

Minutes Approved:                                 

April 20, 2021

CONSENT

AGENDA ITEM 1.C: BUDGET RESOLUTION BACKGROUND:

This resolution budgets for the following capital improvement projects:

• Decrease Upland Cargo Facilities Improvements project and increases Intermodal Container Yard project for the same amount of $703,700 for additional funding needed for the project construction.

• Decrease the North Gate Expansion project in the amount of $426,501 and increase the Access Control System Upgrade project for the same amount to align the budget with the construction bid.

ATTACHMENT:

Budget Resolution PA-21-08.

COST AND FUNDING SOURCE:

Decreases/ increases $1,130,201 of the current budgets.

CONSEQUENCES IF DEFERRED:

Delay in budget allocations.

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to adopt Budget Resolution PA-21-08.

RESOLUTION PA-21-08 AMENDING THE ANNUAL BUDGET

FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2020-2021

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 2020-2021 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:

ADOPTED with a quorum present and voting this the 20th day of April, 2021.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:                                                                                

BUDGET ADMENDMENT RESOLUTION NO. PA-21-08 AGENDA DATE: April 20, 2021

1. Fund: FDOT – 50% Port Cash – 50%

   
   

   Section: Intermodal Container Yard Expansion

   Upland Cargo Facilities Improvement Initiative

   
   

   Description: Decreases $703,700 in the Upland Cargo Facilities Improvement Initiative project and increases the same for the Intermodal Container Yard Expansion of the existing 10-acre container yard. This will allow for additional electric plugs for the north lot.

   
   

   Batch ID: BAAL042021A/B Reference: BU21000271

   
   

   2) Fund: 2018 PSGP – 75%

   Port Cash – 25%

   
   

   Section: Access Control System Upgrade North Gate Expansion

   
   

   Description: Decreases $426,501 from North Gate Expansion project and increase Access Control System Upgrade project for the same amount.

   
   

   Batch ID: BAAL042021A Reference: BU21000269

   April 20, 2021

   
   

   CONSENT

   AGENDA ITEM 1.D.: SECOND AMENDMENT TO THE PORT MANATEE FOREIGN TRADE SUBZONE NO. 169A OPERATING AGREEMENT

   
   

   BACKGROUND:

   
   

   The Authority and the Aso Corporation (Aso) entered into a Port Manatee Foreign Trade Subzone No. 169A Operating Agreement on March 31, 1998 and amendments thereto on February 19, 2004, February 21, 2008, and September 15, 2011, relating to the operation of the subzone. The Agreement terminates on April 4, 2021, and Aso is desirous of extending the subzone for one year at the rate of $12,100 which has been incorporated in this Third Supplement Agreement.

   
   

   ATTACHMENT:

   
   

   Port Manatee Foreign Trade Subzone No. 169A Operating Agreement Third Supplement

   
   

   COST AND FUNDING SOURCE:

   
   

   N/A.

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay of entering into the subzone second amendment

   
   

   LEGAL COUNSEL REVIEW: Yes

   
   

   RECOMMENDATION:

   
   

   Move to approve and authorize execution on behalf of the Port Authority of the Port Manatee Foreign Trade Subzone No. 169A Operating Agreement Third Supplement between the Manatee County Port Authority and Aso LLC.

   
   

   SECOND AMENDMENT TO THE PORT MANATEE FOREIGN TRADE SUBZONE NO. 169A OPERATING AGREEMENT

   
   

   The MANATEE COUNTY PORT AUTHORITY, a political entity of the State of Florida, with a place of business located at Port Manatee, 300 Tampa Bay Way, Palmetto, Florida 34221, hereinafter referred to as the "Authority", and ASO LLC, a Delaware business entity, with its principal place of business located at 300 Sarasota Center Boulevard, Sarasota, Florida 34240, hereinafter referred to as "Asa" (collectively the "Parties"), for and in consideration of the mutual covenants herein contained and other good and valuable consideration, enter into this Second Amendment to the Port Manatee Foreign Trade Subzone No. 169A Operating Agreement ("Second Amendment"), amending the Port Manatee Subzone No. 169A Operating Agreement, dated March 31, 1998 ("Original Agreement"), the Amendment to the Port Manatee Foreign Trade Subzone No. 169A Operating Agreement Supplement dated, February 19, 2004 ("First Amendment"), the Port Manatee Foreign Trade Subzone No. 169A Operating Agreement Supplement dated, February 21, 2008 ("First Supplement"), and the Port Manatee Foreign Trade Subzone No. 169A Operating Agreement Second Supplement dated September 15, 2011 ("Second Supplemen"t ), entered into by and between said parties (collectively, the "Agreement") as follows:

   1. REPRESENTATIONS: Aso represents unto the Authority with the intent that the Authority rely thereon that Asa is the successor in interest to the ASO Corporation in connection with all matters and things relating to the Agreement and this Second Amendment. Aso represents that the U.S. Customers, Foreign Trade Zone Board, continues to approve ASO subzone and manufacturing authority for the production of adhesive bandages under zone procedures within Subzone 169A.

   2. TERM. The Term of the Agreement is amended to provide that, while the Original Agreement term was 20 years, the Parties have amended and supplemented the Original

      
      

      Agreement extending the term through April 4, 2021. The Parties desire to amend the Agreement term to provide for the extension of the Agreement on an annual basis so long as the U.S. Customers, Foreign Trade Zone Board, continues to approve ASO subzone and manufacturing authority for the production of adhesive bandages under zone procedures within Subzone 169A and the Parties agree to each extension at a mutually agreeable Subzone Fee.

   3. SUBZONE FEE: The Subzone term of the Agreement is amended to provide that Aso shall pay to the Authority an annual fee in consideration for the authorization and grant by the Authority to Aso of the privilege and responsibility of conducting foreign trade zone business and operations in the Subzone and for the services to be performed by the Authority in connection with the Subzone a sum in the amount of $12,100 together with the amount of any applicable Florida sales tax due thereon. This annual fee of $12,100 shall commence on April 5, 2021 and continue until April 4, 2022. Upon mutual agreement at least one month prior to expiration (i.e. March 4, 2022), the agreement may be extended for four (4) one-year terms upon a mutually agreeable Subzone fee, but that Subzone fee may never be less than $12,100.

   4. SAVINGS CLAUSE: Except to the extent herein amended, modified or supplemented, the Agreement remains in full force and effect.

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

      
      

   6. EFFECTIVE DATE: This Second Amendment becomes effective on April 5, 2021.

IN WITNESS WHEREOF, the Pa1ties hereto have caused this Second Amendment to the Po1t Manatee Foreign Trade Subzone No. 169A Operating Agreement to be duly executed in duplicate this 15 th day of April, 2021.

ATTEST: ANGELINA M. COLONESSO

CLERK OF CIRCUIT COURT

By:

MANATEE COUNTY PORT AUTHORITY

  B                                                           

CHAIR

WITNESSES: ASOLLC

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    By: Luis Arce        I�

     Title: Chief Financial Officer                      

   April 20, 2021

   
   

   CONSENT

   AGENDA ITEM 1.E.: RESOLUTION PA-21-07 APPROVING THE SUBLEASE BETWEEN

   CARVER MARITIME LLC AND ABUNDIA CAYCEM AGGREGATE & CEMENT LLC

   
   

   BACKGROUND:

   
   

   On August 16, 2018, Carver Maritime LLC (“Carver”) entered into a Lease Agreement, which was subsequently amended by Port Manatee and Carver Maritime, LLC Lease Amendment One on July 23, 2019, Amendment Two on August 15, 2019, Amendment Three on October 8, 2019, and Amendment Four on September 29, 2020. Carver wishes to sublease five (5) acres of land and certain offices of the leased premises to Abundia Caycem Aggregate & Cement LLC (“Abundia”) for the purpose of importation, manufacturing, and distribution of cement and cement-related products. The lease requires the written approval of the Authority for Carver to sublease to Abundia. The sublease does not adversely affect the interests of the Authority.

   
   

   ATTACHMENT:

   
   

   Resolution PA-21-07

   
   

   COST AND FUNDING SOURCE:

   
   

   N/A

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in approving the sublease between Carver and Abundia

   
   

   LEGAL COUNSEL REVIEW: Yes

   
   

   RECOMMENDATION:

   
   

   Move to approve and authorize the Chairman to execute Resolution PA-21-07 authorizing the sublease of land at Port Manatee by Carver Maritime LLC to Abundia Caycem Aggregate & Cement LLC.

   RESOLUTION PA-21-07

   
   

   MANATEE COUNTY PORT AUTHORITY APPROVAL FOR THE SUBLEASING OF CERTAIN AREAS AT PORT MANATEE BY CARVER MARITIME LLC TO ABUNDIA CAYEEM AGGREGATE & CEMENT LLC

   
   

   WHEREAS, on August 16, 2018, Carver Maritime LLC (“Carver”) entered into a Lease Agreement, which was subsequently amended by Port Manatee and Carver Maritime, LLC Lease Amendment One on July 23, 2019, Port Manatee and Carver Maritime, LLC Lease Amendment Two on August 15, 2019, Port Manatee and Carver Maritime, LLC Lease Amendment Three on October 8, 2019, and Port Manatee and Carver Maritime, LLC Lease Amendment Four on September 29, 2020, (collectively, the “Lease”); and

   
   

   WHEREAS, paragraph 32 of the Lease provides that the Lease may be sublet with the Authority’s consent, but Carver shall remain liable to the Authority for the terms and conditions of the Lease; and

   
   

   WHEREAS, Carver desires to sublet five (5) acres of land and certain offices of the leased premises to Abundia Caycem Aggregate & Cement LLC (“Abundia”) for the purpose of importation, manufacturing, and distribution of cement and cement related products and or any other lawful purpose related to the foregoing; and

   
   

   WHEREAS, the provisions of the sublease do not adversely affect the interests of the Authority and may enhance or promote the flow of waterborne commerce through Port Manatee.

   
   

   NOW THEREFORE BE IT RESOLVED by the Authority that permission is hereby granted for Carver to sublet the aforementioned premises pursuant to its Lease with the Authority to Abundia to the extent set forth in the Lease entered into by and between Carver and Abundia dated March 26, 2021.

   
   

   PASSED AND ADOPTED in regular session on this 20th day of April 2021.

   
   

   (SEAL) MANATEE COUNTY PORT AUTHORITY

   
   

   ATTEST: By:                                                                   

   
   

   Name:                                                              

   
   

   Title:                                                                

   
   

   By:                                                                          

   
   

   Name:                                     Title: Clerk of Circuit Court

   
   

   April 20, 2021

   
   

   CONSENT

   AGENDA ITEM 1.F.: PAVEMENT IMPROVEMENTS CHANGE ORDER NO. 3

   
   

   BACKGROUND:

   
   

   On September 19, 2019, the Authority awarded the contract for Port pavement improvements to Pepper Contracting Services (now PCS) in the amount of $3,719,788, and approved Change Order No. 01 reducing the contract to allow for direct material purchase resulting in sales tax savings and approved Change Order 02 increasing the contract for revisions to the paving areas, which resulted in a total net contract amount of $3,667,714. The quantity of materials for the direct material purchase was overestimated, which means the reduction in Change Order No. 01 was inaccurate. Change Order No. 3 increases the contract $234,113.34 for the inaccurate amount previously reduced and for the additional purchase of stop bars. The total contract amount with Change Order No.3 is $3,901,827.

   
   

   ATTACHMENT:

   
   

   Change Order No. 3 to the Pepper Contracting Services contract for an increase of $234,113.34

   
   

   COST AND FUNDING SOURCE:

   
   

   Budgeted FDOT and port cash totaling $234,113.34. Vendor PO for direct material purchase is closed releasing $233,594.34.

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in project completion

   
   

   LEGAL COUNSEL REVIEW: Yes

   
   

   RECOMMENDATION:

   
   

   Move to approve and authorize the Chairman to execute Change Order No. 3 for an increase of

   $234,113.34 to the contract between the Manatee County Port Authority and PCS.

   26981/001/01771750.DOCXv1

   PORT MANATEE

   

   
   

   Project Name:  Port Manatee Pavement lmp_rovements                                 

   

   

   CHANGE ORDER FORM Change Order No. 3

   Date of Issuance: Effective Date:                                                      

   Owner: Manatee County Port Authority Engineer of Record: Terracon Contractor: PCS Civil, Inc.

                      6920 Asp_halt Ave.                    

   Contract #: Contractors Project#: Engineer's Project #: Contract Name:

   
   

                                     6012238

                                           3908

                                  HC185079

   Port Manatee                          

   Tampa, FL 33614  Pavement lmp_rovements       

   Project : Port Manatee Pavement Improvements                                                   

   
   

   

   
   

   The Contract is modified as follows upon execution of this Change Order:

   
   

   Description: Angelo's Balance ($233,594.34 C.O. #1 Balance) and Stop Bars (60LF@ $8.65/LF=$519.00)

   
   

   

   
   

   

   
   

   Attachments:                                 List documents supporting change:                                                      

   
   

   CHANGE IN CONTRACT PRICE Original Contract Price: _3 ,719,788.00	CHANGE IN CONTRACT TERMS [note changes in Milestones if applicable] Original Contract Times:                            134 Substantial Completion: 77 Date of Final Payment
   [Increase] [Decrease] from previous approved Change Orders#:               1_&_2                _   $                   ( 52,074.05)	[Increase) [Decrease] from previous approved Change Order#: _1_&_2                 Substantial Completion Date: 60 Date of Final Payment: _ _ _ _ _ _ _ _ 60 (da!!_or da)'s]
   Contract Price prior to this Change Order: $ 3,667,713.95	Contract Times prior to this Change Order: Substantial Completion:               137 Date of Final Payment: 194 [date or days]
   [Increase] [Decrease] of this Change Order:    $                234,113.34	[Increase] [Decrease] of this Change Order: Substantial Completion: 40 Date of Final Payment:                                    40 [days or dates]
   Contract Price Incorporating this Change Order: $ 3,901,827.29	Contract Times with all approved Change Orders: Substantial Completion:               177 Date of Final Payment: 234 [date or d_a_y_s_J

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   NathanaeI G

   Digitally signed by

   th

   Nath anaelG Winlhrop

   

   W, in rop

   

   D at e: 2021.02.12

   1s:26:so -os'Oo'

   RECOMMENDED:

   
   

   Scott N. Parrish, f' .E.                                                       

   ACCEPTED:

   Nathanael G. Winthrop, President

   
   

                PCS Civil, Inc.             

   Engineer of Record

   Date: February 12, 2021

   Approved by Funding Agecy (if applicable)

   MCPA / BCC APROVED

   Date:                         _

   Contracto r

   Date :                                                          

   
   

   By:                                                                             _

   Title:                                                                           

   
   

   <Rev. 11/2020>

   
   

   

   April 20, 2021

   
   

   CONSENT

   AGENDA ITEM 1.G.: PURCHASE OF PREFABRICATED BUILDING

   
   

   BACKGROUND:

   
   

   On August 25, 2020, the Authority adopted Budget Resolution PA-20-22 reflecting the Fiscal Year 2020-2021 budget which included a prefabricated building for the storage of operations and maintenance machinery. Request is to approve Clover Construction and Development in the amount of $218,750 for the purchase of a prefabricated all-steel building with concrete slab.

   
   

   ATTACHMENT:

   
   

   Purchase Requisition Port Manatee for prefabricated all-steel building.

   
   

   COST AND FUNDING SOURCE:

   
   

   $218,750 approved capital purchase in 2020-2021 budget

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in purchase of prefabricated building

   
   

   LEGAL COUNSEL REVIEW: Yes

   
   

   RECOMMENDATION:

   
   

   Move to approve the issuance of a purchase order to Clover Construction and Development in the amount of $218,750.

   PURCHASE REQUISITION PORT MANATEE

   300 Tampa Bay Way, Palmetto, Florida 34221

   Department:

   Maintenance

   Date:

   4/6/2021

   Project:

   New O&M Building

   Time:

   Purpose:

   new construction Of steal Building

   Request by:

   Jonathan Noguera

   Allocation:

   PO # :

   Vendor #1:

   Clover Construction And Dev.

   Vendor #2:

   Samson General Contracting LLC

   Vendor #3:

   R.J. Wilbur Construction INC.

   2806 Wedgewood Dr.

   7282 55th Ave E #179

   Received notice of non-bid due

   Plant City Fl.33566

   Bradenton FL.34203

   to payment terms

   Phone

   813-394-7593

   Phone

   941-915-1005

   Phone

   Contact

   Shane Carrigan

   Contact

   Sam Erb

   Contact

   Vendor# 1

   Vendor

   #2

   Vendor#3

   Item

   Qty

   Description

   Unit Cost

   Total

   Unit Cost

   Total

   Unit Cost

   Total

   Total

   1

   1

   50' Wide X100' Long X 18' Tall 1:2 Pitch

   $218,750.00

   $218,750.00

   $228,750.00

   $228,750.00

   $0.00

   $0.00

   $218,750.00

   Double Slope Building

   All Steel Building with Concrete Slab and

   Fill Dirt

   Building Designed For 150 MPH Wind Load

   Grand Total

   $218,750.00

   $228,750.00

   $0.00

   $218,750.00

   
   

   Pending approval of PA 4/20/2021

   Departmental Approval

   Senior Director of Operation & Maintenance

   Pending approval of PA 4/20/2021

   PO Approval / Authorization

   Deputy Director of Business Administration/Finance

   April 20, 2021

   
   

   CONSENT

   AGENDA ITEM 1.H.: PORT MANATEE TARIFF NO. 3 ITEM 280

   
   

   BACKGROUND:

   
   

   Language has been added to the marine terminal and stevedore licensing renewals requiring a minimum of 50,000 short tons of waterborne generated cargo. Tariff Item 280 is changed accordingly.

   
   

   ATTACHMENT:

   
   

   Port Manatee Tariff No. 3 Item 280

   
   

   COST AND FUNDING SOURCE:

   
   

   N/A.

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   N/A

   
   

   LEGAL COUNSEL REVIEW: N/A

   
   

   RECOMMENDATION:

   
   

   Move to approve the change in wording of Item 280 in Port Manatee Tariff No. 3 requiring a minimum of 50,000 short tons for marine terminal or stevedore licensing renewals.

   PORT MANATEE TARIFF NO. 3			13th Rev. Page 19 Canc. 12th Rev. Page 19
   SECTION TWO RULES AND REGULATIONS
   ITEM	SUBJECT	APPLICATION
   280 Cont.	Licensing	LICENSING PROCEDURE F. License Fees
   		1. Marine Terminal Operator
   		2. Stevedore
   		License Fee (will not be prorated)
   		G. Performance Sureties
   		Each stevedore, terminal operating company or other business which is required by the Port Authority to have a license to operate shall furnish as a minimum, or as deemed by the Executive Director, a bond for the proper performance of his duties as Stevedore in the penal sum of Ten Thousand Dollars ($10,000.00) prior to issuance and/or reissuance of licenses. Those stevedores who intend to perform stevedoring functions at Port Manatee must furnish Stevedore’s Legal Liability coverage with limits as set by the Executive Director.
   		H. Minimum Short Tons
   ▲		A minimum of fifty-thousand (50,000) short tons consisting of 2,000 pounds per ton of waterborne generated cargo must be worked by the permit holder each year. Failure to meet the minimum tonnage requirement will be a major factor in the consideration of any renewal of an application. The company actually performing the work will be the only company credited with tonnage as required for renewal.
   Issued: 04/20/21		Effective: 04/20/21
   ▲ Change in Wording		Issued by: Manatee County Port Authority

   1. Initial Application Fee $6,678.00 (Non-refundable)

   2. Initial and Annual License Fee $1,221.00 (Will not be prorated)

   1. Initial Application Fee $6,678.00 (Non-refundable)

   2. Initial and Annual License Fee $1,221.00 (Will not be prorated)

   April 20, 2021

   
   

   CONSENT

   AGENDA ITEM 1.I: INTERMODAL CONTAINER YARD CHANGE ORDER 4

   
   

   BACKGROUND:

   
   

   On July 28, 2020, the Authority approved The Crisdel Group as contractor for the Intermodal Container Yard Expansion in the amount (including deductive Change Order 001) of

   $7,890,197.90, funded 50% by FDOT. Change Orders 002 and 3 were previously approved for an increase in the contract of $91,435.40 for the encasement in concrete of the duct bank and for an initial inspection to determine the extent of leaks discovered at the joints of the underground storm drainage pipes. Change Order 4 increases the contract $652,371.00 for additional refrigeration receptacles in the northern plot of the intermodal container yard. Reduced stabilization costs are also included in the change order. The substantial completion is extended from June 25, 2021 to October 7, 2021.

   
   

   ATTACHMENT:

   
   

   Change Order No. 4

   
   

   COST AND FUNDING SOURCE:

   
   

   FDOT proceeds and Port cash each $326,185.50

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in meeting demand for additional plugs in the container yard

   
   

   LEGAL COUNSEL REVIEW: Yes

   
   

   RECOMMENDATION:

   
   

   Move to approve and authorize the Chairman to execute Change Order No. 4 increasing the contract between the Manatee County Port Authority and The Crisdel Group in the amount of

   $652,371.00, subject to FDOT approval.

   
   

   
   

   

   PORT MANATEE

   
   

   Project Name: Intermodal Cargo Yard Expansion

   
   

   CHANGE ORDER FORM

   
   

   Change Order No. Purchase Order No.

   
   

   4

   PA005518

   
   

   Date of Issuance:                                 Effective Date:

   
   

   Owner: Manatee Coun!}'. Port Authori!}'. Contract#:

   Engineer of Record: Staniec Contractors Project #:

   Contractor: Crisdel Groue, Inc Engineer's Project#:

                    8985 Palm River Rd                        Contract Name:

   Tamea, FL 33619

   Project: lntermodal Cargo Yard Exeansion

   
   

   PA005518 2322

   
   

   lntermodal Cargo Yard Expansion

   
   

   The Contract is modified as follows upon execution of this Chanae Order:

   
   

   Description:

   
   

   Additional Reefer Receptacles in Northen Contract Area, Alternate Reefer Island Detail and Reduced Stabilization Cost

   
   

   Attachments:

   Quote #2322-00D List documents supporting change:

   Quote #2322-00E Quote #2322-00F

   
   

   CHANGE IN CONTRACT PRICE

   Original Contract Price:

   CHANGE IN CONTRACT TERMS

   [note changes In MIiestones If applicable)

   Original Contract Times:

   
   

   I	$ 8,927,812.90	\	Substantial Completion:	6/25/2021
   			Date of Final Payment	7/23/2021

   
   

   (Increase] (Decrease] from previous approved

   Change Orders #: 1-3

   Hours Requested:

   (Increase] (Decrease] from previous approved

   Change Order #: Substantial Completion Date:

   $ (946,179.60)

   Date of Final Payment:

   [date or daysJ

   Contract Price prior to this Change Order:

   
   

    $         7,981,633.30

   
   

   (Increase] of this Change Order:

   
   

     $           652,371.00

   
   

   Contract Price Incorporating this Change Order:

   
   

   $         8,634,004.30

   Contract Times prior to this Change Order:

   Substantial Completion: 6/25/2021

   
   

   Date of Final Payment: 7/23/2021

   [date or days) (Increase] of this Change Order:

   Substantial Completion: 10/7/2021

   Date of Final Payment: 11/4/2021

   [days or dates)

   Contract Times with all approved Change Orders:

   Substantial Completion: 10/7/2021 Date of Final Payment: - 11/4/2021

   / ) [da\e'"ordays)

   :-.- - _,,,,R

   
   

   RECOMMENDED:

   
   

   /

   Engineer of Reco-rd

   Date: Ai;iril 8 2Q2

   I - ACCEPTED:

   
   

   MCPA/ BCC APROVED

   Date:

   
   

   Date:

   
   

   A TED:

   -Fntn . r.jscolll'

   ..P--re&idan Crisdel Group, Inc.

   lt f2:";,1.,

   Approved by Funding Agecy (if applicable)

   
   

   By: Hamid Sahebkar P.E.

   Title: Sr. Project Manager , PrinciQal            

   R0t.v.l 6:rA- a,/ 1.

   PfP)· fJ(.ec.-.

   <Rev. 11/2020>

   April 20, 2021

   AGENDA ITEM 2.: TRANSMONTAIGNE TERMINALS, L.L.C. LEASE RENEWAL BACKGROUND:

   
   

   TransMontaigne Terminals, L.L.C. (TransMontaigne) and its predecessors in interest have been tenants and port users providing storage and transportation of petroleum products since 1970. TransMontaigne’s lease expires on April 30, 2021, which includes a renewal option for 50 years. TransMontaigne and Port staff have negotiated a 25-year lease with one 25-year renewal with increased land rent based on a recent appraisal. The renewal also contains a minimum annual revenue guarantee of $1.6M.

   
   

   ATTACHMENT:

   
   

   Lease Agreement

   
   

   COST AND FUNDING SOURCE:

   
   

   N/A.

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   N/A.

   
   

   LEGAL COUNSEL REVIEW: Yes

   
   

   RECOMMENDATION:

   
   

   Move to approve and authorize, on behalf of the Port Authority, the execution of the Lease Agreement between the Manatee County Port Authority and TransMontaigne Terminals, L.L.C.

   LEASE AGREEMENT

   
   

   THIS Lease Agreement (“Lease”) made and entered into by and between the MANATEE COUNTY PORT AUTHORITY, a political entity of the State of Florida, with its principal place of business located at Port Manatee, 300 Tampa Bay Way, Suite One, Palmetto, Florida 34221, (the “Authority”) and TRANSMONTAIGNE TERMINALS, L.L.C., a Delaware limited liability company duly authorized to do business in the State of Florida, with a place of business located at 1670 Broadway, Suite 3100, Denver, CO 80202, (“Lessee”) (each, a “Party” and hereinafter, collectively, the “Parties”).

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

   WHEREAS, the Authority and Lessee’s predecessors in interest entered into a certain lease agreement dated March 5, 1970, and subsequent amendments, modifications and supplements covering real property at Port Manatee (“1970s Lease”); and

   WHEREAS, Lessee has been leasing a portion of real property at Port Manatee for the last 50 years and built several improvements on that real property; however that lease expires April 30, 2021;

   WHEREAS, Lessee is desirous of continuing to lease a portion of the same real property at Port Manatee from the Authority, and it is expedient and to the best interests of the Authority to continue to lease the property to Lessee upon the terms and conditions set forth in this Lease, and WHEREAS, it is desirable that the respective duties and responsibilities of the Parties be

   set forth in a written agreement.

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

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

   2. DEMISED PREMISES. The Authority does hereby demise, let, and rent unto Lessee, and Lessee shall hire and take as tenant approximately 28.41 acres of real property located

      in Manatee County, Florida identified as a portion of Port Manatee, the legal description and sketch of which is attached and made a part of this Lease as Exhibit A (the “Demised Premises”), to have and to hold the same for the terms set forth below. In accordance with the Master Plan, the Authority agrees, covenants and warrants Lessee to peacefully occupy, have, use, hold and quietly enjoy the Demised Premises subject to the provisions of this Lease. Lessee agrees to use the Demised Premises so as not to unreasonably interfere with, interrupt, or impact the use or operation of any other tenant, user, or customer at Port Manatee. The Demised Premises are leased and accepted by Lessee in its current “As Is-Where Is” condition with the Authority making no warranties as to fitness, and Lessee acknowledges that it has had adequate opportunity to inspect and test the Demised Premises prior to entering into the Lease.

   3. PERMITTED USES. The Demised Premises shall be used and occupied by Lessee for the period set forth herein and to the extent and manner contemplated by this Lease only for the purpose of distributing, loading and unloading, processing, selling, stockpiling, and storing any petroleum product cargo (the “Permitted Use”).

      1. Lessee shall at its own expense comply with all Federal, State, and Local ordinances, laws, governmental orders and regulations relating to the use and conditions of the Demised Premises as used for the purposes set forth in this section (“Legal Requirements”).

      2. Lessee agrees to return the Demised Premises within ten (10) calendar days after the expiration of the Lease Term, in as reasonably good condition as the Demised Premises were in at the time of entering the 1970s, ordinary wear and tear consistent with the permitted uses excepted. If Lessee fails to return the Demised Premises in the condition required by this subparagraph and within the time allotted, the Authority may undertake to return the Demised Premises in said condition and may charge Lessee for any/all actual costs incurred by the Authority to do so.

      3. If Lessee intends to use the Demised Premises for any purpose other than the Permitted Use, Lessee shall first obtain approval of the Authority before beginning such use, with such approval not to be unreasonably withheld, conditioned, or delayed.

      4. The Demised Premises will not be used for any unlawful purposes and Lessee will not use the Demised Premises in such a manner as to create a nuisance or otherwise violate any Legal Requirements that are now in force during the term of this Lease or which hereafter be in force. Lessee will neither suffer nor commit any waste of the Demised Premises.

      5. Lessee may not act or fail to act in a manner that would adversely affect the title of the Authority.

      6. The Authority covenants that, except as otherwise provided in this Lease, Lessee’s quiet enjoyment of the Demised Premises at all times during the Lease Term shall not be unreasonably disturbed by any act of the Authority, or by anyone acting by, through, or under the Authority.

   4. LEASE TERM. Lessee shall have and hold the Demised Premises for a period of twenty-five (25) years beginning on the 1st day of May, 2021, (the “Effective Date”) and ending on the 30th day of April, 2046 (“Lease Term”). As referred to in this Lease, a “Lease Year” commences on the Effective Date and on the annual anniversary date of the Effective Date of each year thereafter. The Parties may mutually agree, in writing, to extend the Lease Term for one (1) additional twenty-five (25) year period (the “Extension Term”). Lessee shall request renewal of the Lease in writing to the Authority no later than ninety (90) days prior to the expiration of the initial Lease Term.

   5. RENT. Commencing on the Effective Date, Lessee shall pay to the Authority base rent in the amount of Fifty-Four Thousand Seven Hundred Twenty-Seven U.S. Dollars and Four Cents ($54,727.04) per month (the “Base Rent”), together with any applicable Florida sales taxes on rent, for the first ten (10) Lease Years as compensation for Lessee’s use and occupation of the Demised Premises. This Base Rent is calculated at a rate of $1,926.33 per acre per month. Payments of Base Rent shall be made in equal monthly installments for the duration of the Lease Term and the Extension Term on the first day of each calendar month. The monthly payments of Base Rent to be made to the Authority shall be increased every ten (10) Lease Years in an amount equal to the Fair Market Value (as defined below) or an amount negotiated by the Parties, as further described in the paragraph of this Lease entitled “Appraisals.” Instances in which the property value does not increase, or in instances in which it decreases, Base Rent shall remain the same as the year immediately preceding.

      1. The first month’s Base Rent shall be paid and delivered to the Authority simultaneously with the delivery of this executed Lease.

      2. Any payment of Base Rent received by the Authority after the close of business on the tenth calendar day of the month shall accrue interest at the rate of five percent (5%), commencing on the due date.

      3. If Lessee shall pay Base Rent with a check or bank draft that is returned unpaid or uncollected, Lessee shall pay to the Authority, in addition to the total amount due, a processing fee for each returned check or bank draft in the amount provide in the then current Port Manatee Tariff. In the event two (2) or more of Lessee’s checks or bank drafts are returned unpaid or uncollected in any twelve (12) month period during the Lease Term, the Authority may require, as a condition of Lessee’s continued use and/or occupation of the Demised Premises, that all subsequent payments of Base Rent be in the form of a cashier’s check or money order.

   6. APPRAISALS. The Authority, at its expense, shall have the Demised Premises appraised to determine the Fair Market Value of the Demised Premises, exclusive of all facilities and improvements constructed or installed on the Demised Premises by Lessee, to determine the Base Rent to be paid by Lessee to the Authority every ten (10) Lease Years (each, an “Adjustment Date”) for the duration of this Lease, including the Extension Term. For the purposes of such appraisal, the term "Fair Market Value" shall mean the price that a ready and willing tenant would pay, as of the applicable Adjustment Date, as annual base rent to a ready and willing landlord of property comparable to the Demised Premises if such property were exposed for lease on the open market for a reasonable period of time. The Authority shall furnish a copy of the most recent appraisal report for the Demised Premises (the “Appraisal Report”) to Lessee at least three (3) months prior to the Adjustment Date, or as otherwise agreed upon by the Parties. If Lessee disagrees with the Appraisal Report, no later than seventy-five (75) days prior to the Adjustment Date, the services of a second appraiser may be obtained by Lessee, at its own expense (“Lessee’s Appraiser”). Within ten (10) days thereafter, the appraiser for the Authority (“Authority’s Appraiser”) and Lessee’s Appraiser shall together select a third appraiser. No later than thirty (30) days prior to the Adjustment Date, appraisal reports for the Demised Premises must be made by each of these appraisers for the purposes set forth in this Lease and copies of the appraisals must be made available to the Authority and Lessee. The three appraisal reports will be considered together and the average market value of the Demised Premises set forth in the three appraisal reports will constitute the market value of the Demised Premises per acre for the purpose of calculating the amount of Base Rent to be paid by Lessee to the Authority upon the Adjustment Date. All such appraisers must be members of the Institute of American Appraisers or an organization having substantially equivalent qualifications for membership and must have at least five (5) years full-time appraisal experience in the Manatee County, Florida commercial real estate

      market. Each party shall pay the fees and charges of its appraiser and the fees and charges of the third appraiser will be born fifty percent (50%) by each party. In lieu of the foregoing, the Parties may agree in writing to waive the appraisal procedure and agree to the amount of Base Rent to be paid by Lessee to the Authority for the Demised Premises upon the Adjustment Date.

   7. IMPROVEMENTS. Lessee may construct, install or locate upon the Demised Premises and operate any improvements consistent with the Permitted Use. Lessee shall submit to the Authority for approval (which shall not be unreasonably withheld, conditioned, or delayed) the plans and specifications for all improvements prior to commencing the construction and installation of the improvements upon the Demised Premises. The Authority shall make a determination of whether the plans and specifications evidence an improvement(s) consistent with the goals, master plan, and objectives of Port Manatee and do not conflict with any of the activities and facilities at Port Manatee

      1. Lessee must not commence the construction, demolition, or installation of any improvements without approval by the Authority and Authority approval will not be arbitrarily or unreasonably withheld, conditioned or delayed. Approvals will be deemed granted by the Authority if the Authority finds that such plans and specifications evidence an improvement or improvements consistent with the goals, Master Plan and objectives of Port Manatee, do not conflict with any of the activities and facilities at Port Manatee, and for which the County of Manatee, a subdivision of the State of Florida, is willing to issue a building permit, demolition permit, construction permit, development order, or other appropriate approval for the construction of the particular improvement or improvements. Lessee is solely responsible for compliance with Legal Requirements.

      2. Before Lessee commences use of the improvements, Lessee shall furnish, in a format reasonably specified by the Authority, at least one complete set of the as-built or record drawings and specifications for the completed improvements to indicate the extent, location, and size for the records of the Authority in connection with operations at Port Manatee. In all contracts for the construction of improvements at the Demised Premises, Lessee shall require in its construction contracts that the contractor indemnify and hold harmless the Authority from any damages, liabilities, or claims that arise out of the construction contract or construction at the Demised Premises, and include the Authority as a co-obligee on any bonds required by the construction contract. Authority reserves the right to require Lessee to furnish a performance bond

         and an unconditional payment bond for the construction or installation of any approved improvements each equal to one hundred percent (100%) of the construction price, guaranteeing to Authority the completion and performance of the construction or installation, as well as full payment of all suppliers, material persons, laborers, or subcontractors performing services in connection with the improvements. The bonds shall be with a surety company which is qualified pursuant to the Authority standards for sureties’ on Authority construction projects.

      3. Lessee accepts the Demised Premises in its existing condition as of the date of this Lease and shall be solely responsible for all site clearance, site preparation, soil removal and soil replacement Lessee deems necessary for the construction or installation of any improvements provided for in this Lease, at no cost or expense to the Authority.

      4. Lessee shall obtain all necessary building or construction approvals, development orders and permits required and issued by an appropriate governmental regulatory agency in connection with the improvements, at no cost, expense, liability, or obligation to the Authority.

   8. IMPROVEMENT REMOVAL AND LAND RESTORATION The Parties recognize that certain improvements to be constructed, erected, or installed upon the Demised Premises may be of permanent benefit to the Authority upon the expiration of the term of this Lease. At least sixty (60) days prior to the expiration of the term of this Lease, the Authority shall notify Lessee in writing (the “Designated Improvements Notice”) of the extent and location of any such improvements that the Authority wants to remain in existence subsequent to the expiration or termination of this Lease (“Designated Improvements”). Lessee and the Authority will negotiate in good faith to agree upon a reasonable purchase price for such Designated Improvements. If the Parties agree on a reasonable purchase price within thirty (30) days of Lessee’s receipt of the Designated Improvements Notice, the Lessee shall not take any action for the destruction or removal of those Designated Improvements. Upon the agreement of Lessee and the Authority for a purchase price for any Designated Improvement, Lessee and the Authority shall memorialize such transaction in writing and any Designated Improvement that Lessee agrees to sell to Authority will be a part of the Demised Premises and become the property of the Authority upon the expiration or termination of this Lease. All permanent improvements that Lessee does not agree to sell to the Authority or that Authority does not designate as a Designated Improvement, together with all equipment, furnishings, furniture, machinery and other items of personal property, must be removed by Lessee at no cost or expense to the Authority prior to the expiration or termination

      of this Lease and the Demised Premises must be cleared, cleaned and restored by the Lessee to at least the condition as existed upon the commencement of the 1970s Lease, reasonable wear and tear excepted or as otherwise mutually agreed upon by the Parties.

   9. EXISTING FACILITIES. This Lease and the right of Lessee to the possession and use of the Demised Premises are subject to any existing electric lines, telephone lines, water and sewer lines or mains, lift stations, substations and other utility facilities located through, under or upon the Demised Premises. The Authority, Florida Power & Light Company or its successor in interests, Frontier Communications Company or its successor in interests, Manatee County Public Works Department, U.S. Coast Guard, U.S. Department of Agriculture and their agents, employees, servants and subcontractors will have access to such facilities to the extent reasonably necessary for the operations, maintenance and repair of the facilities. Such access will be in a manner that does not unreasonably interfere with Lessee’s business in the Demised Premises.

   10. WHARFAGE RATES. Lessee shall pay to the Authority wharfage rates for each short ton (2,000 pounds), hereinafter referred to as “ton” or “tons”, or each barrel of cargo exported, imported, transported, or otherwise passing through Port Manatee by waterborne commerce, railroad train, or truck to or from the Demised Premises. Lessee shall pay to the Authority wharfage rates in accordance with the Port Manatee Tariff in effect at such time, except that Lessee shall pay to the Authority the wharfage rate for petroleum products at the published 2021 tariff rate of 0.144 per barrel from May 1, 2021 through December 31, 2023. Beginning January 1, 2024, and for the duration of the Lease Term, including the Extension Term, the wharfage rates will be at the then-current tariff rate.

   11. MINIMUM ANNUAL GUARANTEE. Regardless of the amount of short tons of cargo or barrels of petroleum products actually shipped through Port Manatee by Lessee during the Lease Term or the Extension term, Lessee guarantees that the amount to be paid by Lessee or Lessee’s customers (as applicable) to the Authority (“minimum annual guarantee” or “MAG”) shall be One Million Six Hundred Thousand U.S. Dollars and Zero Cents ($1,600,000.00), inclusive of the Lessee’s annual Base Rent and wharfage rate , dockage, line handling fees, harbor master fee, security fee, water fees, and other annual payments to the Authority.

       a) Upon the expiration of each Lease Year, an accounting will be made as to the actual amount of wharfage rates, dockage, line handling fees, and all other amounts (the “Annual Charges”) charged by the Authority and paid by the Lessee or Lessee’s customers (as applicable)

       for each particular Lease Year (the “Annual Charges Statement”). Lessee shall pay within thirty

       (30) days after Lessee’s receipt of the Annual Charges Statement any difference (if any) remaining due between the amount of the Annual Charges actually paid and the amount of MAG for that particular Lease Year.

   12. RESERVED.

   13. SIGNS. Lessee, at its sole expense and risk, but in conformity with all Legal Requirements and, subject to the prior written approval by the Authority (which approval will not be unreasonably withheld, conditioned or delayed), may erect signs upon the Demised Premises and other appropriate places adjacent to road and thoroughfares within Port Manatee. Any signs currently existing upon the Demised Premises or in other locations within Port Manatee shall be deemed to be approved by the Authority.

   14. MAINTENANCE. Lessee shall cause the Demised Premises, including any improvements thereto, to be duly maintained and kept up throughout the duration or term of this Lease to the extent necessary to maintain the Demised Premises in a safe, tenantable and workable condition, including but not limited to the making of any repairs or replacements necessary to the Demised Premises due to damage done by any act of God, natural disaster or, default, negligence or omission of Lessee, its agents, employees, invitees, patrons, servants or any other persons whomsoever under the control of Lessee. The Authority may, subject to Lessee’s safety and security measures and upon at least forty-eight (48) hours prior written notice, 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, repair or replacement responsibilities for the Demised Premises or any improvements, except to the extent necessary due to the negligence or willful misconduct of Lessee, its agents, employees, invitees, patrons, servants, or any other persons whomsoever under the control of the Authority.

   15. UTILITIES. Lessee shall arrange for and pay for all utilities to the Demised Premises, including initial deposits and other similar charges required by the various utility companies or utility systems for commencing service and for providing service (including, but not limited to, electrical consumption related to high voltage, portable or semiportable high voltage equipment, etc.) throughout the Lease Term. In the event of an interruption or cessation of such services that is due to the willful intent of the Authority or its agents, employees or contractors,

       and such services are not restored within one (1) day after the interruption or cessation of such services, then Base Rent shall be abated until such services are restored. Additionally, if such services are not restored within thirty (30) days after the interruption or cessation of such services, then Lessee shall have the right to terminate this Lease at any time thereafter by providing written notice thereof to the Authority, in which event neither Party shall have any further liability hereunder.

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

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

   18. SECURITY. The Authority is subject to minimum standards, procedures and requirements imposed by federal and state laws and regulations, rules, policies, and procedures in effect from time to time concerning security at Port Manatee, including the U.S. Maritime Transportation Security Act of 2002; Title 33, parts 101 and 105 of the U.S. Code of Federal Regulations; Chapter 311 of the Florida Statutes; and the security provisions of all tariffs in effect at Port Manatee, each as amended, supplemented, restated or otherwise modified from time to time, in connection with the security of Port Manatee as a seaport. The Lessee shall comply with

       all of the provisions of the above-mentioned laws and regulations applicable to the Demised Premises and to the activities and operations of the Lessee at Port Manatee.

   19. ACCESS. Subject to the restrictions set forth in the paragraph entitled “Security” in this Lease, the Authority grants Lessee a continuous (24 hours per day, 7 days a week) right of ingress and egress through Port Manatee to the Demised Premises and berthing facilities. Subject to Lessee’s safety and security measures and upon at least forty-eight (48) hours prior written notice to Lessee, the Authority has free access to the Demised Premises at reasonable times and during business hours for the purpose of examination and inspection of the Demised Premises and all improvements located on the Demised Premises and for conducting the routine business and operations at Port Manatee. Such access will be in a manner that does not unreasonably interfere with Lessee’s business in the Demised Premises.

   20. TARIFF. To the extent the rates, rules, and regulations of the Authority set forth in the then current Port Manatee Tariff are not in conflict with or in degradation of the terms and conditions of this Lease, Lessee, throughout the Lease Term and the Extension Term shall abide by and comply with all of the rates, rules, and regulations of the Authority set forth in the then current Port Manatee Tariff, as published by the Authority. The covenant by Lessee to abide by and comply with the Port Manatee Tariff was a material inducement for the Authority to enter into this Lease constituting substantial consideration to the Authority for this Lease, and any failure by Lessee to fully abide by and comply with the then current Port Manatee Tariff, may at the option of the Authority constitute an Event of Default (as defined below) by Lessee. Lessee acknowledges receipt from the Authority of a copy of the current Port Manatee Tariff.

   21. TAXES. Lessee shall timely pay any and all taxes related to its operation, the Demised Premises, and items stored at the Demised Premises. Lessee shall be responsible for any and all ad valorem taxes, special assessments, tangible and intangible personal property taxes, sales tax, use taxes, license fees, and any other tax, fee, or charge which may be levied or assessed against any portion of the Demised Premises or imposed in connection with the activities and operations of Lessee upon any portion of the Demised Premises or in connection with the possession of any portion of the Demised Premises by Lessee. Lessee shall have the right to contest the amount or validity, in whole or part, of any ad valorem tax or special assessment or to seek a reduction in the valuation of Demised Premises as assessed for real estate property tax purposes by appropriate proceedings diligently conducted in good faith (but Lessee may continue

       to pursue such contest past the final due date for such tax only after payment of such tax). The Authority shall not be required to join in any proceedings referred to in this paragraph unless required by law, in which event the Authority shall, upon written request by Lessee, join in proceedings or permit the proceeding to be brought in its name. Lessee covenants that the Authority shall not suffer or sustain any costs or expenses (including, but not limited to attorneys’ fees) or any liability in connection with any such proceedings and Lessee agrees to pay all such costs and expenses. No consent to join in proceedings or permit the proceedings to be brought in its name will subject the Authority to material civil liability or the risk of any criminal liability.

   22. ENVIRONMENTAL MATTERS. Lessee shall comply with Legal Requirements applicable to its activities and operations on the Demised Premises, including but not limited to, the Port Manatee Master Plan, Memorandum of Agreement for Land Use Controls between the Authority and the Florida Department of Environmental Protection dated May 12, 2014, agency agreements, rules and regulations of general application at Port Manatee, adopted by the Authority (“Environmental Laws”). Except otherwise permitted by this Lease, Lessee shall not allow, cause, condone, license, permit, or sanction any activities, conduct, or operations on the Demised Premises that enable or result in any contaminants, hazardous materials or substances, pollutants, toxic materials or substances or other waste (hereinafter collectively referred to as “Hazardous Substances”) to be accumulated, deposited, placed, released, spilled, stored, or used upon or under any portion of the Demised Premises contrary to or in violation of any of said Environmental Laws.

       1. The Authority shall have the right at any time to examine or inspect the Demised Premises for any reason, including but not limited to performing an Environmental Site Assessment and determining the existence of said Hazardous Substances, during the normal business hours of Lessee with reasonable notice to Lessee and at no cost or expense to Lessee.

       2. A copy of any written assessment, audit or survey obtained by the Authority will be immediately furnished to Lessee. If any worsening of the environmental condition of the Demised Premises is evidently attributable to Lessee from that disclosed in any Environmental Site Assessment, Lessee shall cause any necessary action to be immediately taken to remediate such worsening. After the expiration of the Lease Term, unless otherwise agreed by the Authority and the Lessee, the Lessee will be deemed to be “holding over” until such time as said remediation has been completed to the satisfaction of the Authority or any applicable regulatory agency.

       3. Throughout the term of this Lease, Lessee must not use, generate, release, discharge, store, dispose, or transport any Hazardous Substances in, under, in, above, to or from the Demised Premises in any manner other than in strict compliance with all applicable Environmental Laws.

       4. Lessee shall immediately notify the Authority of any accumulation, deposit, placement, release, spill, storage or use of any of said Hazardous Substances upon or under the Demised Premises that is required to be reported to applicable authority pursuant to applicable Environmental Laws. Such notification will be in addition to and will not replace any notice required by applicable Environmental Laws. In the event any federal, state, regional or county governmental authority with jurisdiction to enforce or regulate the construction and operation of the facilities of Lessee (a “Governmental Authority”) determines that there is any significant or substantial deviation from the conditions, restrictions and limitations of applicable Environmental Laws and if Lessee fails to correct the violation within the period of time required by such Governmental Authority, then and in that event, the Authority will have the right to terminate the operation of any such facilities by Lessee until such violation has been corrected or take such lawful action as may be appropriate under the circumstances.

       5. The remedies granted to the Authority in this Lease are in addition to all other remedies which may be available to the Authority under the laws of the United States and the State of Florida, and nothing in this Lease will be construed as limiting the remedies of the Authority or any Governmental Authority.

       6. The environmental provisions of this Lease survive the termination of this Lease and will continue in full force and effect so long as the possibility exists of any environmental liability obligation or loss of or claim against the Authority and is attributable to any act or omission of Lessee, its agents or invitees.

   23. INSURANCE. During the Lease Term, Lessee shall provide, pay for, and maintain with insurance companies having an A.M. Best rating of A-/VIII or better, the following types of insurance described in this Lease:

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

       2. The Authority must be included as an Additional Insured on Lessee’s Commercial General Liability, Umbrella Liability, and Business Automobile Liability policies with respect to the liabilities assumed by Lessee under this Lease or arising out of operations of Lessee governed by this Lease, and provide the “Severability of Interest” provision (a/k/a “Separation of Insured’s” provision).

       3. The Lessee shall deliver to the Authority, within ten (10) days of execution of this Lease and prior to possessing the Demised Premises, properly executed “Certificate(s) of Insurance,” setting forth the insurance coverage and limits required in this Lease. The Certificates must be signed by the authorized representative of the insurance company(s) shown on the Certificate of Insurance. In the event of a claim, certified, true, and exact copies of the insurance policies required in this Lease must be provided to the Authority, if requested by the Authority.

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

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

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

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

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

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

          under this Lease or the possible insurance coverage needed therefore, it should seek professional assistance.

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

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

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

       13. Renewal Certificate(s) of Insurance must be provided to the Authority prior to expiration of current coverage.

       14. If Lessee fails to maintain the insurance coverage required in this Lease at any time during the term of the Lease, it shall be deemed an Event of Default under this Lease.

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

       16. SPECIFIC INSURANCE COVERAGES AND LIMITS:

           1. All requirements in this Subsection 24.P. must be complied with in full by Lessee unless excused from compliance in writing by the Authority.

           2. The amounts and types of insurance must conform to the following minimum requirements. Current Insurance Service Office (ISO) or National Council on Compensation Insurance (NCCI) policies, forms, and endorsements or broader must be used where applicable. Non-standard policy forms are acceptable

              as long as they provide coverage as broad or broader than ISO or NCCI policy forms.

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

                
                

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

                $1,000,000.00 Limit Disease Aggregate

                $1,000,000.00 Limit Disease Each Employee

                
                

                When applicable, the policy must be endorsed to include the Longshore and Harbor Worker's Compensation Act and/or Maritime Coverage Endorsement (Jones Act Endorsement).

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

              • Maritime Coverage Endorsement (Jones Act) - When Operations are to be performed upon navigable waterways and barges, Tug Boats, and all other vessels on the ocean and all intra-coastal rivers and canals, as well as drivers, divers, and underwater personnel are utilized, a Maritime Coverage Endorsement must be provided to cover the seamen, masters and members of a crew in accordance with applicable Legal Requirements, providing remedy for damage or injury in the course of employment.

              • Commercial General Liability Insurance must be maintained by Lessee. If such coverage is provided on a “Claims Made” basis then a four (4) year Extended Reporting provision must be provided. Coverage must include but not be limited to Premises and Operations, Personal Injury, Contractual for this Lease, Independent Contractors. The minimum acceptable limits are:

                
                

                Bodily Injury & $5,000,000.00 each

                Property Damage Liability Occurrence and aggregate

                
                

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

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

                
                

                Bodily Injury & Property Damage Liability

                $1,000,000.00

                Combined Single Limit Each Accident

                
                

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

                • Professional Liability.

                  Lessee shall require all firms providing Professional services, including any architects and engineers, to carry professional liability insurance with coverage limits and terms that are commensurate with the nature and value of the services provided and the subject matter of their work.

                • Terminal Operators Legal Liability Insurance shall be maintained by the Lessee that provides coverage for damage with limits of not less than $2,000,000.

                • Pollution/Environmental Liability Insurance shall be maintained by the Licensee that will respond to the impairment of land, water, or air resulting from activities governed by this Lease. The minimum acceptable limits of liability shall be $5,000,000. If the policy is structured on a “Claims Made” basis, the policy must contain a “Retroactive Date” of no later than the commencement date of the Lease and will have an extended reporting period of ninety (90) days following expiration or termination of the Lease.

       17. Accident Reports. The Lessee shall promptly notify the Authority of any

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

       18. The Authority will not be responsible for damage, loss, or theft of any items or cargo stored in or at the Demised Premises or any damage caused by any items or cargo stored at the Demised Premises, except to the extent of the Authority’s negligence or misconduct.

       19. Notwithstanding anything in this Lease to the contrary, Lessee may satisfy its insurance obligations hereunder through a self-insurance program.

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

       by law that any such loss or damage is caused in whole or in part by the negligence or willful misconduct of the Authority Indemnitee. Lessee’s obligations contained in this paragraph shall survive the termination of this Lease, however terminated, and shall continue in full force and effect and may not be terminated, discharged or released in whole or in part for a period of five (5) years after the date of termination or expiration of this Lease.

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

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

          party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith.

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

       
       

   25. LABOR DISPUTES. Port Manatee consists of various facilities operated by tenants pursuant to leases with the Authority and by the Authority itself, and it is necessary for the operation of Port Manatee that there is a degree of cooperation between Lessee and the Authority. In the event there are any strikes, boycotts, walkouts, picketing or other labor disputes at Port Manatee impacting upon the activities and operations of Lessee pursuant to the provisions of this Lease, then and in that event, Lessee shall reasonably cooperate with the Authority in taking reasonable action and undertakings necessary to preserve and protect normal lawful activities and operations at Port Manatee. Such action may include the exchange of information between Lessee and the Authority, or arranging for a separate entrance to certain facilities at Port Manatee and the institution and prosecution of legal proceedings at no cost or expense to Lessee. Lessee shall exercise a reasonable effort to discourage and prevent any such labor disputes in connection with its activities and operations pursuant to the provisions of this Lease. In the event of any such labor dispute in connection with the activities and operation by Lessee, then and in that event, Lessee shall take all reasonable action necessary to resolve said disputes and to prevent the disruption of the normal activities and operations at Port Manatee. Nothing in this Lease will be construed to impair or limit the lawful rights of employees of Lessee or the Authority, or to limit the lawful rights of any labor organization representing said employees.

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

   27. ASSIGNMENT OR SUBLETTING. The Lease is binding upon and will inure to the benefit of the Parties and their respective successors and assigns. However, this Lease may not be assigned and no portion of the Demised Premises may be sublet by Lessee without the

       express written approval of the Authority. The Authority will not arbitrarily or unreasonably withhold, condition, or delay or refuse to permit such an assignment if the Lessee furnishes evidence satisfactory to the Authority that the assignee has financial resources to secure the performance of the terms and conditions of this Lease, which are at least equal to those of the Lessee. The Authority will not arbitrarily or unreasonably withhold, condition, delay or refuse to permit subletting providing that Lessee always remains liable to the Authority for carrying out the terms and conditions of this Lease and further providing that Lessee provide the Authority with a duly executed copy of any such sublease. Approval of any assignment will be set forth in a written addendum or supplement to this Lease executed with the same formality as the execution of this Lease. Approval of any sublease will be set forth in a Resolution of the Authority. Lessee may not assign, pledge, or otherwise transfer, as and for any other purposes, collateral security, in connection with any financing or refinancing this Lease or the improvements without Authority approval. Notwithstanding the foregoing or any other provision of this Lease to the contrary, Lessee shall have the right to assign this Lease or sublet all or a portion of the Demised Premises without the Authority’s consent in connection with any of the following: (i) a sale of all or substantially all of Lessee’s assets or stock to an unrelated entity, (ii) any merger, consolidation, reorganization or similar transaction, (iii) any assignment or sublease to an Affiliate, parent or subsidiary of Lessee, or (iv) any transfer of stock whenever Lessee is a corporation, the outstanding stock of which is listed on a recognized national stock exchange. The term “Affiliate” as used in this Section, shall mean any person or entity that is, directly or indirectly, controlled by, under common control with, or controlling, another person or entity.

   28. LESSEE REPRESENTATIONS. Lessee represents unto the Authority with the intent that the Authority rely thereon as a major inducement to the Authority to enter into this Lease and any extension or renewal thereof that:

       1. Lessee represents and warrants to the Authority that to its actual and constructive knowledge: 1) neither Lessee (which includes for purposes of this Section its parent and affiliate companies, owners, members, managers, shareholders, directors, officers, representatives, agents, employees, distributors, vendors and suppliers collectively) nor any of its funding sources are identified on the Special Designated Nationals and Blocked Persons List of the U.S. Treasury Office of Foreign Asset Control; 2) neither Lessee nor any guarantor of all or any part of Lessee’s obligations under this Lease are directly or indirectly owned or controlled by a government or

          country that is subject to an embargo imposed by the U.S. Government; 3) neither Lessee nor a grantor of all or any part of Lessee‘s obligations under this Lease are acting on behalf of a government or have been in the past ten years involved in business arrangements or other transactions with any country that is subject to such embargo. Lessee agrees to notify the Authority in writing immediately upon the occurrence of any of that, which would cause the foregoing representation, and warranties of this Section to be incorrect in any respect and the Authority shall have the right then or thereafter to terminate this Lease at its sole and absolute discretion.

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

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

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

       Section 287.135, Florida Statutes, or is otherwise engaged in a boycott of Israel. Such termination shall be in addition to any and all remedies available to the Authority at law.

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

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

   30. EMINENT DOMAIN. If during Lease Term there is any taking of any portion of the Demised Premises by eminent domain or condemnation that materially affects the Demised Premises for the development, construction or operation of Lessee, in accordance with the Permitted Use, in Lessee’s reasonable determination, Lessee may terminate this Lease whereupon the Parties will be relieved from further liability under this Lease. Prior to any termination of the Lease, the Authority will endeavor to provide facilities and acreage equivalent in size, value, and utility to the portion of the Demised Premises taken by eminent domain or condemnation.

       
       

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

   31. 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 90 days; or

       2. If the Base 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 material terms, covenants, agreements, or conditions of this Lease for a period of thirty (30) business days after receipt of written notice from the Authority; provided however, if the nature of the remedial action is such that it cannot be reasonably completed within such thirty (30) business day cure period, then Lessee shall have a reasonable period of time to complete such cure; 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, that is not otherwise provided by the paragraph of this Lease entitled “Assignment and Subletting”; or

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

       6. If Lessee is adjudicated bankrupt; or

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

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

       1. calendar days after Lessee has received notice thereof; or

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

       1. 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 sixty (60) calendar days; or

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

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

       4. If Lessee uses or permits the use of the Demised Premises in material violation of any Legal Requirements (including, but not limited to, Environmental Laws); or

       5. If Lessee attempts to or does mortgage or pledge Lessee’s interest in the Demised Premise without prior Authority approval; or

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

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

       8. 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

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

       10. 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; or

       11. Upon placement of Lessee on the convicted vendor list, pursuant to section 287.133, Florida Statutes, as may be amended, or

       12. If 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.

       Then upon the occurrence of any Event of Default, or at any time thereafter during the continuance of the Event of Default, the Authority, by its Board, may, at its option, terminate this Lease upon five (5) days prior written notice to Lessee, and all rights of Lessee under this Lease. The Authority shall provide Lessee with notice of the effective termination date in writing. In the event of any such termination, Lessee and any sublessee(s) shall immediately quit and surrender the Demised Premises to the Authority and shall cease operations. In the event of any termination by the Authority, Lessee shall have no further rights under this Lease and further covenants and agrees to yield and deliver peaceably and promptly to the Authority, possession of the Demised Premises on the date of cessation of the letting, whether such cessation be by termination, expiration, or otherwise. The Authority, its agents, employees, and representatives shall have the right to enter the Demised Premises and remove all property. In addition, Lessee shall be liable for all damages incurred by Authority in connection with the Event of 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. The exercise by the Authority of any right of termination will be without prejudice to and in addition to every other remedy at law or in equity. No remedy in this Lease conferred upon or reserved to 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.

       Only to the extent provided for in the Landlord Consent to Leasehold Mortgage dated August 4, 2017 and executed by the Authority on August 17, 2017, or as otherwise consented by the Authority in writing, the Authority waives any common law and statutory liens and any rights of distress with respect to the personal property (including, without limitation, furniture, trade fixtures, equipment, inventory and merchandise) of Lessee from time to time located within the Demised Premises (“Lessee’s Property”). Except as otherwise agreed by the Authority in writing and except as provided in that certain Landlord Consent to Leasehold Mortgage dated August 4, 2017 and executed by the Authority on August 17, 2017, this Lease grants a contractual lien or any other security interest to the Authority or in favor of the Authority with respect to Lessee’s Property.

   32. HABITUAL DEFAULT. Notwithstanding the foregoing, in the event Lessee commits an Event of Default for the same material term, covenant or condition required in this Lease to be kept and performed by Lessee two (2) or more times in two (2) consecutive calendar months, and regardless of whether Lessee has cured each individual Event of Default, Lessee may be determined by the Authority to be a “habitual violator.” At the time that such determination is made, the Authority shall issue to Lessee a written notice advising of such determination and citing the circumstances of the determination. Such notice must also advise Lessee that, during the six (6) months following the third such Event of Default (each such period a “No Grace Period”), there will be no notice or grace periods to correct any subsequent identical and material Event of Default and that any subsequent identical material Event of Default during the No Grace Period shall constitute a condition of noncurable default and grounds for immediate termination of this Lease pursuant to the paragraph of this Lease entitled “Events of Default”.

   33. RESERVED.

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

   35. INSOLVENCY. If Lessee becomes insolvent or bankruptcy proceedings are begun by or against Lessee, and within sixty (60) days thereof, Lessee fails to secure a discharge thereof, or if Lessee should make an assignment for the benefit of creditors before the end of the term of this Lease, it shall be an Event of Default under this Lease. The Authority may elect to accept rent and other required compensation from the receiver, trustee or other judicial officer during the term of their authority in their fiduciary capacity, without affecting the Authority’s rights under this Lease, but no receiver, trustee, or other judicial officer will have any right, title, or interest in the Demised Premises.

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

       event and possible modifications to this Lease. If said matters are not agreed upon in writing within ninety (90) days after the date of such event, Lessee shall have the right to terminate this Lease without penalty upon Lessee giving the Authority written notice of said termination.

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

   38. PUBLIC RECORDS. All papers, letters, maps, books, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristic, or means of transmission, made or received pursuant to law or in connection with the transaction of official business by the Authority are public records of the Authority in accordance with the Florida Constitution and Florida Statutes. Every person has the right to examine, inspect, and copy any such public records not specifically made exempt by provisions of the Florida Statutes. Any financial or proprietary information relating to Lessee transmitted by Lessee to the Authority may be a public record subject to disclosure to a requesting third person (not a party to this Lease). If the Authority receives a request by a third party for the disclosure of any such public records relating to Lessee, the Authority shall immediately notify Lessee of said

       request; however, in no event will the Authority delay production of the public records in order to provide notice to Lessee. The Authority will comply with said request to the extent required by Legal Requirements, unless Lessee institutes an appropriate legal proceeding or suit against the Authority and/or the third person to restrain or otherwise prevent the particular public records’ disclosure. If the Lessee institutes any such legal proceeding or suit and the Authority incurs any attorneys’ fees, costs, damages, or penalties in connection with or because of the legal proceeding or suit, the Lessee shall pay to the Authority an amount equal to the total amount of said reasonable attorneys’ fees, costs, damages, or penalties.

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

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

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

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

       4. meet all requirements where retained public records and transfer, at no cost, to the Authority, all public records in possession of Lessee, upon termination or completion of the Lease and destroy any duplicate public records that are exempt or confidential, or exempt from public record disclosure requirements.

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

          to provide access to the public records will be a material breach of the Lease and grounds for termination.

          
          

          IF LESSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO LESSEE’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE AUTHORITY AT (941) 722-6621, E-MAIL ADDRESS: TDAUGHTERY@PORTMANATEE.COM, MAILING ADDRESS: 300 TAMPA BAY WAY, SUITE ONE, PALMETTO, FLORIDA 34221

          
          

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

       • If to Lessee:

         TransMontaigne Terminals, LLC Address: 1670 Broadway, Suite 3100

         Denver, CO 80202 Attn: President

         
         

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

           300 Tampa Bay Way, Suite One Palmetto, Florida 34221

           Telephone: (941) 722-6621

           Facsimile: (941) 729-1463

           Email: cbuqueras@portmanatee.com

           
           

           Copy to: Port Counsel

           Bryant Miller Olive, P.A.

           201 North Franklin Street, Suite 2700

           Tampa, Florida 33602

           Telephone: (813) 273-6677

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

           
           

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

   40. GOVERNING LAW, JURISDICTION, VENUE. The enforcement of this Lease is controlled and governed by the laws of the State of Florida. The Parties agree that sole and exclusive jurisdiction for any dispute lies in the Circuit Court of the 12th Judicial Circuit in Manatee County, Florida. Venue for any civil action or legal proceeding arising out of or relating to this Lease will be in the Circuit Court of the 12th Judicial Circuit in Manatee County, Florida, , unless the default implicates or involves a federal statute, regulation, order or permit in which case venue will be in the federal courts with the Middle District of the State of Florida.

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

       EACH PARTY BY EXECUTION HEREOF DOES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE, FOR THEMSELVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, ANY RIGHT WHICH EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT ANY LITIGATION, ACTION, SUIT, OR PROCEEDING WHETHER AT LAW OR IN EQUITY BASED ON THIS LEASE, ANY AMENDMENT OR ADDITION TO THIS LEASE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY OR THEIR RESPECTIVE BOARD MEMBERS, OFFICERS, PRINCIPALS, EMPLOYEES, AGENTS, OR REPRESENTATIVES IN CONNECTION HEREWITH, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE. NO PARTY SHALL SEEK TO CONSOLIDATE ANY LITIGATION, ACTION, SUIT, OR PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THIS PROVISION IS MATERIAL AND MUTUAL INDUCEMENT TO ENTERING INTO THIS LEASE.

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

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

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

   44. LEASE ADMINISTRATION. The Authority authorizes the Executive Director of Port Manatee, or his designee, to administer the terms and conditions of this Lease on behalf of the Authority and to make all managerial decisions on behalf of the Authority as they relate to the provisions of this Lease, including, but not limited to, those decisions in this Lease at the sections entitled “Purpose,” and “Improvements.”

   45. INTERPRETATION. The captions and headings contained in this Lease are for reference purposes only and will not affect the meaning or interpretation of this Lease. Whenever used in this Lease, the singular number will include the plural, the plural the singular, and the use of any gender will include all genders. The word including is to be construed without limitation unless otherwise expressly provided. References to specific law must be construed as including any and all laws, which subsequently amend, extend, consolidate, or replace the specific laws involved. References to specific standards, codes of practice, and/or guidelines must be construed as including any and all amendments, supplements, redrafts, and/or substitutes. This Lease will not be construed more or less favorably with respect to either party as a consequence of the Lease having been drafted by one of the Parties. The language agreed to expresses their mutual intent and the resulting document may not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. The Parties acknowledge that they have sought and received whatever competent advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations in this Lease and that the preparation of this Lease has been their joint effort. This Lease, including all exhibits and addenda attached to this Lease, and other documents referenced in this Lease contain the complete Lease of the Parties for

       the Demised Premises. As used in this Lease, “business day” means any day that is not a Saturday, Sunday or a holiday recognized by Port Manatee in its Tariff..

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

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

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

   49. MUTUAL DRAFTING. This Lease is the product of mutual drafting, each party having been represented by or having the opportunity to be represented by counsel, and therefore shall not be construed against either party.

   50. ENTIRE AGREEMENT. This Lease sets forth the entire agreement between the Parties as to the subject matter hereof and supersedes all previous written or oral negotiations, agreements, bids, and/or understandings, except as provided in the Port Manatee Pipeline Agreements dated July 14, 1983 and May 2, 1985 between the Authority and the Lessee (through its predecessor in interest, Belcher Oil) (collectively, the “Pipeline Agreements”). There are no understandings, representations, warranties, or agreements with respect to the subject matter hereof unless set forth explicitly in this Lease and the Pipeline Agreements. Notwithstanding anything in this Lease Agreement to the contrary the Pipeline Agreements shall continue in full force and effect on the Parties, except that the Duration provisions of the Pipeline Agreements shall extend throughout the Lease Term. .

The remainder of this page is left blank intentionally.

ATTEST: ANGELINA "ANGEL" COLONNESO MANATEE COUNTY

PORT Clerk of Circuit Court AUTHORITY

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

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TRANSMONTAIGNE TERMINALS, LLC

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LESSEE

EXHIBIT “A”

Legal Description and Sketch of Demised Premises

LANDS LYING IN SECTION 1, TOWNSHIP 33 SOUTH RANGE 17 EAST, MANATEE COUNTY FLORIDA; DESCRIPTION AS FOLLOWS; FOR A POINT OF REFERRENCE COM AT THE SE COR OF SEC 1; THENCE IN NORTHERLY DIRECTION ALONG THE EASTERLY LINE OF SAID SEC 1 A DIST OF 1888.56 FT; THENCE WESTERLY ALONG THE C/L OF AN EXISTING RD (NORTH DOCK STREET) A DIST OF 1434.42 FT; THENCE NORTHLY DEPARTING SAID C/L A DIST OF 78 FT TO THE POB; THENCE WESTERLY A DIST OF 1376.71 FT; THENCE NORTHLY A DIST OF 145 FT; THENCE WESTERLY A DIST OF 53 FT; THENCE NORTHLY A DIST OF 725 FT; THENCE EASTERLY A DIST OF 1429.74 FT; THENCE SOUTHERLY A DIST OF 870 FT TO THE POB. FOR A TOTAL MORE OR LESS OF 28.41 ACRES

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570.29' DENSE TREES

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16.07 Acres

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Page 36 of 36

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