MANATEE COUNTY PORT AUTHORITY REGULAR MEETING
PORT MANATEE INTERMODAL CENTER, THIRD FLOOR
1905 Intermodal Circle Palmetto, Florida
May 17, 2018
Present were:
Vanessa Baugh, Chairman
Stephen R. Jonsson, First Vice-Chairman Betsy Benac, Second Vice-Chairman Robin DiSabatino, Third Vice-Chairman Charles B. Smith
Carol Whitmore
Priscilla Whisenant Trace
Also present were:
Carlos Buqueras, Executive Director Jennifer R. Cowan, Port Authority Attorney
Dan Wolfson, Finance Director, Clerk of the Circuit Court Quantana Acevedo, Deputy Clerk, Clerk of the Circuit Court
Chairman Baugh called the meeting to order at 10:45 a.m.
The Invocation was delivered by Tim Huppert, Anchor House Chaplin, followed by the Pledge of Allegiance.
Members of the Audience introduced themselves.
Tim Huppert, Anchor House Chaplin, provided an update on the 2018 Giving Challenge that took place on May 1-2, 2018, and reported the Anchor House raised approximately $13,000.
There being no additional public comment, Chairman Baugh closed public comment.
Carlos Buqueras, Executive Director, introduced Robert Blazer, owner of Your DeKalb Farmers Market.
There was discussion about how the partnership began with Port Manatee, fresh food is a complex business and Mr. Blazer decided to write a book about it, food safety, and produce is imported from Mexico. PA20180517DOC002
Mr. Buqueras introduced Matt McPhail, Vice–President of Sales and Marketing for Federal Marine Terminals (FMT).
Mr. McPhail elucidated FEDNAV is the parent company of FMT. He used a slide presentation to discuss FEDNAV, global operations, environmental policy, fleet, fleet distinctive elements,
PA MB 2018/1
FMT introduction, corporate philosophy, core values, FMT overview, Great Lakes terminals and operations, FMT at Port Manatee, recent investments at Port Manatee, information systems (cargo management system), logistics services for FEDNAV direct, and a FMT corporate video was shown.
Discussion proceeded about ships are manufactured in Japan, FMT has specialized ships, and bomb carts (safety measure where containers are placed on a chassis). PA20180517DOC003
A motion was made by Member Trace, seconded by Member Whitmore, 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.
Accepted the Warrant Listing from March 8, 2018 through May 9, 2018 PA20180517DOC005
Approved minutes of March 15, 2018
Adopted Budget Resolution PA-18-07 PA20180517DOC006
Approved the revision to Item 485 of the Port Manatee Tariff No. 3 Articles, General (not otherwise shown herein) to include calculation of wharfage charged based on weight or measurement PA20180517DOC007
(End of Consent Agenda)
Mr. Buqueras explained the North Gate will be expanded with more lanes and extra capacity to accommodate the increased number of trucks.
A motion was made by Member Whitmore, seconded by Member Trace, and carried 7-0, to approve and authorize execution of: (1) Professional Services Authorization 18-03 to Universal Engineering Sciences, Inc., $7,600; and (2) Professional Services Authorization 18- 04 to Stantec Consulting Services Inc., $204,100, for services on the North Gate Expansion project, pending the Environmental Planning and Historical Preservation review.
PA20180517DOC009
Mr. Buqueras reported this authorization will allow for the inspection of the berths to look for any issues.
Authority Member Benac inquired if the authorization includes plans for any issues that are discovered.
Mr. Buqueras confirmed staff will come back before the Authority if any issues are found after the inspection.
George Isiminger, Senior Director of Engineering, Planning and Environmental Affairs, reported solution plans have been incorporated into the fees. A purchase order will be issued for the inspection and anything else will be subject to negotiation.
PA MB 2018/2
A motion was made by Member Whitmore, seconded by Member Trace, and carried 7–0, to approve and authorize execution of Professional Services Authorization 18-05 to RS&H, Inc.,
$303,643, for inspections and plans of certain berths, subject to the review and approval of the Florida Department of Transportation. PA20180517DOC010
Mr. Buqueras highlighted the following:
Port Manatee achieves record first half of the year;
Key commodities are on the rise (demand for aluminum, lumber, juice and petroleum products have increased;
Port Manatee hosted third annual Truckers Appreciation Day (4/27/18);
Port Manatee welcomes Florida’s Commissioner of Agriculture, Adam Putnam (4/26/18);
International Trade Hub and North Port host Chilean official (3/28/18);
Poland’s gateway to the Americas (4/19/18); and
Trade Commissioner of Argentina will visit the International Trade Hub at Port Manatee (5/31/18). PA20180517DOC011
Member Jonsson stated the financial forecast is in draft form and will be presented after the summer recess. Mr. Buqueras reported the financial forecast has been completed and Port staff will be meeting with each Authority Member for briefings based on schedules.
Member Whitmore inquired about staffing needs and marketing efforts. Mr. Buqueras confirmed staff has been hired as necessary for operating and maintaining Port Manatee, and the marketing of Port Manatee is still a priority. He reviewed the operating revenue and expenses. PA20180517DOC012
Chairman Baugh stated during meetings in Washington, D.C., Port Authority members made it known that Port Manatee has a great working relationship with the Army Corps of Engineers.
Carl Blodgett, Federal Marine Terminals, thanked Mr. Buqueras and staff for allowing the Port Manatee Propeller Club to meet in Port Authority chambers. He announced the 14th Annual Golf Classic will take place on May 18, 2018, at River Wilderness Golf and Country Club.
There being no further public comment, Chairman Baugh closed public comment.
Authority Member Benac
Stated she is looking forward to reviewing the long range capital plans There were no other Authority Member comments.
There being no further business, Chairman Baugh adjourned the meeting at 11:38 a.m. Minutes Approved:
PA MB 2018/3
This resolution budgets $104,096 for reimbursement to Del Monte Fresh Produce N.A. Inc. (Del Monte) for the expenses Del Monte incurred to repair the Port’s warehouse 6 damaged during Hurricane Irma.
Budget Resolution PA-18-10.
Budgets $104,096 of port cash
Delay in budget allocations
Move to adopt Budget Resolution PA-18-10.
RESOLUTION PA-18-10 AMENDING THE ANNUAL BUDGET
FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2017-2018
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.
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.
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.
Item No. | Batch ID No. | Reference No. |
1 | BADS6909A | BU18000324 |
ADOPTED with a quorum present and voting this the 12th day of June, 2018.
ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY
CLERK OF CIRCUIT COURT
By:
1) Fund: Port
Section: Administration
Description: Budgets $104,096 for reimbursement to Del Monte for expenses incurred to repair the Port’s warehouse 6 after Hurricane Irma.
Batch ID: BADS6909A Reference: BU18000324
On February 15, 2018, the Authority entered into an Employment Agreement with Mr. Carlos Buqueras that became effective May 1, 2018. In that Employment Agreement, the Parties agreed that the Authority would fund a deferred compensation program for the “maximum annual contribution allowed under Section 457 of the Internal Revenue Code.” At the time of negotiating and entering into the Agreement, the Parties understood that the “maximum annual contribution allowed under Section 457 of the Internal Revenue Code” excluded any optional catch-up contributions for the Executive Director. In order to clarify the Parties’ intent and understanding in the Agreement, Section III. F. of the Employment Agreement should be amended accordingly. There is no cost impact to the Port Authority in making this clarification as the Agreement had been interpreted in this manner to date.
First Amendment to Employment Agreement
Delay in amending the Employment Agreement of Mr. Carlos Buqueras.
Move to approve and authorize the Vice Chairman to execute First Amendment to Employment Agreement between the Manatee County Port Authority and Mr. Carlos Buqueras.
00985707-1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (hereinafter
“First Amendment”) is entered into by and between the MANATEE COUNTY PORT AUTHORITY, a political entity of the State of Florida, as the Employer, with a principal place of business located at Port Manatee, 300 Tampa Bay Way, Suite 1, Palmetto, Florida 34221, hereinafter referred to as the “AUTHORITY,” and CARLOS BUQUERAS, hereainafter referred to as the “DIRECTOR.”
WHEREAS, the AUTHORITY entered into an Employment Agreement on February 15, 2018, which became effective on May 1, 2018, with Carlos Buqueras that memorialized the DIRECTOR’S duties and responsibilities and: 1) provided certain benefits to establish certain conditions of employment for and set working conditions of the DIRECTOR, 2) provided inducements that secured and retained the services of the DIRECTOR, 3) assured the DIRECTOR’S morale and peace of mind with respect to future security, and 4) provided a just means for terminating the DIRECTOR’S services; and
WHEREAS, the Parties have determined it is in both parties’ best interest to amend, modify, clarify and supersede certain provisions of the Employment Agreement with alternative terms as provided in this First Amendment; and
WHEREAS, pursuant to Section VI, paragraph A of the Employment Agreement, any amendments to the terms of the Employment Agreement must be in writing and signed by the Parties.
NOW THEREFORE, in consideration of the promises and mutual covenants contained in the First Amendment, the Employment Agreement is hereby amended, modified, clarified, and superseded as follows:
Recitals: The above recitals are true and correct and incorporated by reference.
Modification: The Parties agree to modify the terms set forth in Section III, F. of the Employment Agreement as set forth below:
00834714-4
SECTION III – BENEFITS
A. Deferred Compensation: As of the effective date of this Agreement and as an additional benefit and incentive to retain the services of the DIRECTOR, the AUTHORITY shall fund in a deferred compensation program or programs designated by the DIRECTOR the maximum annual contribution allowed under Section 457 of the Internal Revenue Code (“Code”), but shall not to include any catch-up contributions allowed under the Code. This sum is payable annually in 26 pro rata installments.
Savings Provision: Except for the modifications provided above, all other terms and conditions of the Employment Agreement will remain in full force and effect unless subsequently amended in writing. Except to the extent amended and supplemented by this First Amendment, the Employment Agreement remains in full force and effect.
Conflict: In the event of a conflict regarding the provisions set forth in Section III(f) of the Employment Agreement, and the provisions contained in Section 2 of this First Amendment, the provisions set forth in this First Amendment will prevail. In the event of a conflict between any other paragraphs within the Employment Agreement and this First Amendment, the Employment Agreement will prevail.
THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.
00834714-4 2
IN WITNESS WHEREOF, the Manatee County Port Authority caused this First Amendment to the Employment Agreement to be signed and executed on its behalf by its Vice Chairman, and fully attested by its Clerk, and CARLOS BUQUERAS has executed this First Amendment to the Employment Agreement, in duplicate on the day of
, 2018.
MANATEE COUNTY PORT AUTHORITY COMMISSIONERS
ATTEST:
By:
Angelina M. Colonneso STEPHEN R. JONSSON
Clerk of the Circuit Court FIRST VICE-CHAIRMAN
DIRECTOR
By: CARLOS BUQUERAS
STATE OF FLORIDA, COUNTY OF MANATEE:
The foregoing instrument was acknowledged before me, a Florida Notary Public, this
day of , 2018, by CARLOS BUQUERAS, who is personally known to me or who has produced as identification and who did take an oath at the time of notarization.
Seal:
Signature: Printed: My commission expires: Commission number:
00834714-4 3
During certain periods of the year, the Port Authority may have certain months in which it has no regularly-scheduled meetings. During that time, matters normally requiring approval and authorization of the Authority may arise. In order to enable the Executive Director and the Port staff to maintain continuity of services in the routine business of the Port and avoid delay in the conduct of Port business, as well as avoiding the loss of business opportunities, the Executive Director and staff recommend adoption of this proposed resolution granting the Executive Director limited authority to act during these periods. This resolution is expressly limited in its scope.
Resolution No. PA 18-08
N/A.
Loss of continuity of routine business and delay in conduct of business.
Move to adopt Resolution PA 18-08.
00995209-1
RESOLUTION NO. PA 18-08
A RESOLUTION OF THE MANATEE COUNTY PORT AUTHORITY FOR LIMITED AND TEMPORARY DELEGATION OF AUTHORITY DURING EXTENDED PERIODS BETWEEN AUTHORITY MEETINGS
WHEREAS, the Manatee County Port Authority (hereinafter the “Authority”) may have months without scheduled meetings; and
WHEREAS, the Authority recognizes that matters requiring approval and authorization by the Authority may arise during extended periods without scheduled meetings and, to the extent possible, wish to maintain continuity in the routine business of the Authority and wish to maintain and avoid delay in the furnishing of services as a result of the extended periods without regular meetings.
NOW, THEREFORE, BE IT RESOLVED BY THE PORT AUTHORITY OF MANATEE COUNTY AS FOLLOWS:
Purpose: Except as specifically limited below, the delegation of authority provided in this Resolution shall apply to any approval or authorization, and the execution of contracts and other documents as may be reasonable and necessary during periods of thirty (30) calendar days or more when there is no Board meeting scheduled to accomplish only the following:
Avoid delays in furnishing services or implementing or continuing approved programs; and
Avoid additional costs or expenses or the likelihood of additional costs or expenses, including but not limited to the use of personnel and resources of the Authority as well as the costs of goods and services; and
Provide for the fair and reasonable treatment of citizens and organizations doing business with the Authority.
To accomplish those purposes set out in Paragraph A, the Authority delegates to
the Executive Director of the Port, or in his absence the Deputy Executive Director, authority to:
Approve, authorize and sign contracts, work assignments, purchase orders, change orders, and all documents and papers related thereto that are beyond the dollar limits provided by policies of the Authority but are otherwise purchased in accordance with applicable Laws, Ordinances and policies; and
Approve any refunds owed by the Authority to third parties at the request of a department director upon presentation of documentation of the amount due and owing; and
Schedule and publish notice of public hearings and special meetings upon a determination by the Executive Director of the Port or Deputy Executive Director of the Port that it appears to be in the best interest of the Authority to proceed without delay; and
1
00995209-1
Approve any budget amendments required in support of the authorizations provided in Paragraphs B and C, and any prior authorizations of the Authority; and
Approve, authorize and sign documents and forms reasonably required to implement or continue any program, plan or activity previously authorized by the Authority.
To accomplish those purposes set out in Paragraph A, the Authority hereby delegates to the Port Authority Attorneys authority to:
Initiate litigation, adversarial administrative proceedings, or appellate proceedings, including extraordinary writ proceedings, where, in the opinion of the Port Authority Attorneys, it is necessary to do so in order to preserve the status quo or the legal rights or protect the interests of the Authority; and
Retain expert witnesses or consultants where, in the opinion of the Port Authority Attorneys, it is necessary to do so in order to preserve the status quo or the legal rights or protect the interests of the Authority; and
Agree to continuances or extensions of time in on-going or threatened litigation, adversarial administrative proceedings, or appellate proceedings where, in the opinion of the Port Authority Attorneys, it is necessary to do so in order to preserve the status quo or the legal right or protect the interests of the Authority.
To accomplish the purposes set out in Paragraph A, the Clerk of the Circuit Court, or his duly authorized deputy, as Clerk to the Authority, and as custodial of funds and comptroller, is requested and authorized, upon approval by the Executive Director of the Port or Port Authority Attorneys to:
Take any action reasonably and necessarily required pursuant to the authority delegated under Paragraphs B and C; and
Proceed with all matters of a routine nature usually submitted to the Authority on the Clerk’s consent agenda, including but not limited to making of all payments lawfully due and owing by check, voucher, warrant, cash or wire transfer, or other appropriate means, the release of cash deposits, and payment of any revenue refunds in excess of established approval limits.
Limitations: This Resolution shall not apply to:
Any legislative matter or other action that must be considered at an advertised public hearing; and
Any new contracts retaining architects, engineers, landscape architects, surveyors, or other professional consultants. However, this limitation does not include any work assignment, time extension, or matters related to established contracts, or experts retained pursuant to C.3 above; and
2
00995209-1
Any lease or contract providing for the sale, acquisition or exchange of any interest in real property, except documents necessary for closing contracts signed by the Authority, and except that any acquisition of property for utility easement or right-of- way as a part of or in avoidance of or settlement of eminent domain proceedings for an amount not to exceed the highest appraised value assigned by a duly certified appraiser may be authorized and executed by the Executive Director of the Port or his designee at the request of the Port Authority Attorneys; and
Any new program or activity not previously authorized by the Authority; and
Any matter involving the expenditure of funds in excess of funds that may lawfully be budgeted for such purpose.
Records: A record of all actions taken under this Resolution shall be maintained
and made a part of the record of the Authority via placement on the first consent agenda after the extended recess.
Interpretations: This Resolution is not intended to apply to or limit any authority previously delegated by the Authority. This Resolution is intended to be broadly interpreted to accomplish the purposes set out in Paragraph A.
Effective Period: This Resolution shall take effect upon adoption but the
delegation of authority shall only extend to actions that need to be taken during periods of thirty
(30) calendar days or more where there is no Authority meeting scheduled.
I. Any prior years’ resolution authorizing the same or similar authority is rescinded and replaced by this resolution.
ADOPTED with a quorum present and voting this 12th day of June, 2018.
ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY
CLERK OF CIRCUIT COURT
By:
3
00995209-1
CONSENT
AGENDA ITEM 1.F.: B & N WELDING & FABRICATION, INC., SUBLEASE TO KERNEY MARINE AND INDUSTRIAL SERVICE, INC.
BACKGROUND:
On September 17, 2015, the Authority approved B & N Welding & Fabrication, Inc.’s (B & N) sublease to Raymond Steely for the purpose of general pump assembly and machine work. That sublease has been terminated and B & N requests the Authority approve the sublease between B & N and Kerney Marine and Industrial Service, Inc which provides ship repair and fabrication services.
Resolution PA-18-09
N/A
Delay in approving the sublease between B&N and Kerney Marine and Industrial Service, Inc.
LEGAL COUNSEL REVIEW: Yes
Move to approve and authorize the Chairman to execute Resolution PA-18-09 authorizing the sublease of land at Port Manatee by B&N Welding & Fabrication, Inc. to Kerney Marine and Industrial Service, Inc.
00995475-1
RESOLUTION PA-18-09
MANATEE COUNTY PORT AUTHORITY APPROVAL FOR THE SUBLEASING OF LAND AT PORT MANATEE BY B & N WELDING & FABRICATION, INC. TO KERNEY MARINE AND INDUSTRIAL SERVICE, INC.
WHEREAS, on June 2, 1988, the predecessor in interest of B & N Welding & Fabrication, Inc., ("B & N") entered into a lease and subsequent amendments and modifications thereto with the Manatee County Port Authority ("Authority") for the lease of certain real property at Port Manatee, (collectively, the "Lease"); and
WHEREAS, paragraph 15 of the Lease provides that the Lease may be sublet with the Authority's consent but, B & N shall remain liable to the Authority for the terms and conditions of the Lease; and
WHEREAS, on September 17, 2015, the Authority approved B & N to sublet the leased premises to Raymond Steely; and
WHEREAS, on August 31, 2017, B & N terminated its Sublease Agreement with Raymond Steeley dated August 22, 2014, as amended on August 21, 2015; and
WHEREAS, B & N now desires to sublet the leased premises to Kerney Marine and Industrial Service, Inc.; 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 B & N to sublet land pursuant to its Lease with the Authority to Kerney Marine and Industrial Service, Inc., to the extent set forth in the attached Sublease Agreement entered into by and between B & N and Kerney Marine and Industrial Service, Inc. August 29, 2017, copies of which are attached hereto and made a part hereof.
PASSED AND ADOPTED in regular session on this day of , 2018.
(SEAL) MANATEE COUNTY PORT AUTHORITY
ATTEST: By:
Name: Title:
By: Name: Title: Clerk of Circuit Court
00995475-1
On September 10, 2017, Port Manatee’s warehouse 6 was damaged by Hurricane Irma. Damages included extensive roof and door damage. Warehouse 6 is used exclusively by Del Monte for the storage of perishable cargo. Due to the urgent need to repair the roof and doors in order to prevent further damage, Del Monte completed the repairs and is seeking reimbursement for the amount expensed of $104,096. If the payment to Del Monte is authorized by the Authority, Port staff intends to submit the repairs to FEMA as it has for any Hurricane Irma repair it made. Del Monte has made other claims of damages unrelated to warehouse 6 roof and door repairs, which insurance counsel is reviewing. Del Monte has signed a Specific/Limited Release, releasing the Authority from any claims related to the roof and door damages upon reimbursement.
Specific/Limited Release
$104,096 of Port cash
Delay in reimbursement of expenses incurred by Del Monte for repair of the Port’s warehouse 6
Move to approve the payment to Del Monte Fresh Produce N.A., in the amount of $104,096 for repair of the roof and door damage to warehouse 6 caused by Hurricane Irma, in exchange for the Specific/Limited Release.
00996033-1