A meeting of the Manatee County Port Authority will be held on Thursday, September 19, 2019 at 9:00 a.m., or as soon thereafter as is practicable in the third floor meeting room of the Port Manatee Intermodal Center, 1905 Intermodal Circle, Palmetto, FL 34221, located at the intersection of South Dock Street and Reeder Road at Port Manatee.

Anyone wishing to attend this meeting who does not have an appropriate Port Manatee identification badge may enter Port Manatee by the north or south gate by displaying photo identification, generally a

driver’s license.

MANATEE COUNTY PORT AUTHORITY AGENDA

September 19, 2019 – 9:00 a.m.

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

CALL TO ORDER

Invocation – David St. Pierre Pledge of Allegiance Audience Introductions Public Comments

1. Employee Recognition

   
   

2. Presentation – Consul General of the Netherlands

   
   

3. Consent Agenda

   
   

4. Port Manatee and Kinder Morgan Lease

   
   

5. Second Amendment to Port Manatee Legal Services Agreement

   
   

6. Construction Award for Pavement Improvements

   
   

7. Executive Director Evaluation Postponement

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.

Vanessa Baugh, Chairman

Priscilla Whisenant-Trace, 1st Vice-Chairman; Reggie Bellamy, 2nd Vice-Chairman; Betsy Benac, 3rd Vice-Chairman; Stephen R. Jonsson, Member;

Misty Servia, Member; Carol Whitmore, Member

September 19, 2019

AGENDA ITEM 1.: EMPLOYEE RECOGNITION

Aaron Washington

Grounds Supervisor – 30 years!

September 19, 2019

AGENDA ITEM 2.: PRESENTATION – CONSUL GENERAL OF THE

NETHERLANDS

Ruth Emmerink started her career with the Dutch government in 2000, and with the Netherlands Ministry of Foreign Affairs in 2002. Mrs. Emmerink studied Cultural Anthropology and Sociology at the University of Amsterdam. She has held a number of posts in the Ministry of Foreign Affairs, amongst others as Second Secretary in Bamako, as Senior Policy Officer at the Department of Human Rights and Peace Building, later at the Department of Human Rights and Humanitarian Aid.

She also served as Deputy Chief of Mission at the Dutch Embassies in Manila and most recently, Seoul prior to her current appointment as Consul General of the Kingdom of the Netherlands in Miami in August 2019.

September 19, 2019

1. CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes August 15, 2019

      
      

   3. Budget Resolution

      
      

   4. Port Manatee Tariff No. 3 Item 479

      
      

   5. 2019 Port Security Grant Program Agreement

      
      

   6. Five-Year Extension of Seabulk Towing Tugboat Service Agreement

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 Board of County Comm.

Warrant (Check) Listing

08/09/2019 to 09/11/2019

OH_Warrant_List_BCC_Vend 1

Manatee County Board of County Comm.

Warrant (Check) Listing

08/09/2019 to 09/11/2019

Total warrants (checks) for period reported 324,862.69

OH_Warrant_List_BCC_Vend 2

MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

PORT MANATEE INTERMODAL CENTER, THIRD FLOOR

1905 Intermodal Circle Palmetto, Florida August 15, 2019

Present were:

Vanessa Baugh, Chairman

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

Betsy Benac, Third Vice-Chairman Stephen R. Jonsson

Misty Servia Carol Whitmore

Also present were:

David Sanford, Deputy Executive Director, Port Authority Jennifer R. Cowan, Port Authority Attorney

Julie Jensvold, Finance Accountant, Clerk of the Circuit Court

Vicki Tessmer, Board Records Supervisor, Clerk of the Circuit Court Amy N. Beck, Clerk I, Clerk of the Circuit Court

Chairman Baugh called the meeting to order at 9:04 a.m.

INVOCATION AND PLEDGE OF ALLEGIANCE

The Invocation was delivered by Commissioner Bellamy, followed by the Pledge of Allegiance.

INTRODUCTIONS

Members of the audience introduced themselves.

PUBLIC COMMENTS

There being no public comment, Chairman Baugh closed public comment

AGENDA PA20190815DOC001

1. PRESENTATION

   David Sanford, Port Authority Deputy Executive Director, introduced Kevin Button, Commerce Center Operations Manager.

   
   

   Mr. Button, utilized a slide presentation to discuss Port Manatee Commerce Center (PMCC). He reviewed the PMCC’s building specifications, the rail yard, and the occupancy rate. PMCC is own by the Ninigret Group based in Salt Lake City, Utah.

   Discussion ensued on Mr. Button’s employment history with PMCC.

   
   

   Randy Abu, Ninigret Group, introduced himself and provided the Ninigret Group background and activism on environmental cleanup. Ninigret Group is a family owned business, and Mr. Abu desires to be a long term partner with Port Manatee.

   
   

   Discussion continued on the Port’s partnership with business owners and having a successful economic development department. PA20190815DOC002

   
   

   PA MB 18-19/49

   AUGUST 15, 2019 (Continued)

   
   

2. CONSENT AGENDA PA20190815DOC003

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

   1. WARRANT LIST

      Accepted the Warrant (Check) Listing from July, 12, 2019 to August 8, 2019 as submitted by the Clerk PA20190815DOC004

   2. MINUTES

      Approved the minutes of July 23, 2019 PA20190815DOC005

   3. DELETION OF PORT ASSETS

      Removal of the assets as listed in the attached Asset Deletion, August 15, 2019 from the Fixed Assets Listing PA20190815DOC006

   4. MARINE TOWING TUGBOAT SERVICE AGREEMENT EXTENSION

      Executed the Five-Year Extension and Amendment of Port Manatee Tugboat Services License Agreement between the Manatee County Port Authority and Marine Towing of Tampa, LLC. PA20190815DOC007

   5. CARVER MARITIME, LLC, LEASE AMENDMENT

      Executed the Carver Maritime, LLC Lease Amendment Two correcting the term’s start and end date to August 1, 2019 to July 31, 2024 PA20190815DOC008

   6. PORT INSURANCE RENEWALS 2019-2020

      Executed the following insurance coverage for the Port Authority with possible increases/decreases due to changes in insurance coverage:

      • The Florida Municipal Insurance Trust (FMIT) for Real & Personal Property for a premium of $166,191. Boiler and Machinery and Crime included in Real and Personal Property coverage;

      • Boyd Insurance & Investment Services for Inland Marine, Vehicle Liability and Workers’ Compensation for premiums of $24,532, $11,209 and $30,239 respectively; and

      • McGriff, Seibels & Williams, Inc. for Port Liability - $70,442, Umbrella - $40,000, Public Officials (included in Port Liability) and Railroad (included in Port Liability)

        PA20190815DOC009

        (End of Consent Agenda)

3. PUBLIC TRANSPORTATION GRANT AGREEMENT/ RAILROAD IMPROVEMENTS

   David Sanford, Port Authority Deputy Executive Director, stated the Florida Department of Transportation (FDOT) grant is for improvements and upgrades to enhance Port’ Manatee’s railroad capabilities.

   
   

   A motion was made by Member Whitmore, seconded by Member Trace, and carried 7 to 0, to adopt Resolution PA-19-22 authorizing the execution of a Public Transportation Grant Agreement with FDOT for railroad upgrade and improvements. PA20190815DOC010

4. PUBLIC TRANSPORTATION GRANT AGREEMENT/ BERTH REHABILITATION

   David Sanford, Port Authority Deputy Executive Director, stated Port Manatee is planning improvements to the harbor with an estimated cost of $70 million. The grant agreement is to renovate Berth 4 which will allow larger ships to enter Port Manatee generating additional business.

   Discussion ensued on Port Manatee’s working relationship and support from FDOT.

   
   

   PA MB 18-19/50

   AUGUST 15, 2019 (Continued)

   
   

   A motion was made by Member Benac, seconded by Member Trace, and carried 7 to 0, to adopt Resolution PA-19-23, and authorized the execution of a Public Transportation Grant Agreement with FDOT for continued berth rehabilitation. PA20190815DOC011

5. 2020 LEGISLATIVE PRIORITIES

   David Sanford, Port Authority Deputy Executive Director, stated that the stormwater grant was approved by the State for Port Manatee, but the Governor chose to veto funding for the Perico seagrass mitigation. Port Manatee is considering adopting an energy efficiency plan that will be presented to the Port Authority for approval as soon as next month. The efficiency plan includes upgrading to LED lighting and solar power, resulting in reduced electric costs. Port Manatee is seeking funding from the State to enhance port security and supporting hardware. The Port’s lobbyist is working with the both the State’s House of Representatives and Senate to advocated for additional federal funding in FY21.

   
   

   Discussion ensued on the Authority’s upcoming trip to Washington D.C. to include potential meetings to advocate for the Port, gathering perspectives from other ports throughout the country, and how the harbor maintenance tax affects the ports.

   
   

   Mr. Sanford explained the harbor maintenance tax has evolved to gain support from the West Coast ports and does not affect Port Manatee portion of funding.

   
   

   Discussion continued that State legislative priorities will be completed prior to the Washington D.C. trip.

   
   

   A motion was made by Member Trace, seconded by Member Jonsson, and carried 7 to 0, to approve the 2020 Port Legislative and advocacy priorities. PA20190815DOC012

6. PORT AUTHORITY BUDGET FY 19/20

Denise Stufflebeam, Business Administration and Finance Director, utilized a slide presentation to review Port Manatee’s FY20 operating revenue and expenditures. The Port’s budget includes a request for more staff positions and to increase entry-level pay from $11 to

$13 per hour to compete in the job market. The budget includes high cost maintenance repairs that the Port has chosen to postpone for several years,and capital equipment which is

$1.1 million for the purchase six vehicles to replace several obsolete machines. Port Manatee’s CIP totals $33,853,423. A video was shown to define the projects intended for improvements.

Discussion ensued on if the Port has a five year plan for equipment repair/replacement, and cost of maintenance to equipment will exceed replacement at some point.

Upon question, Ms. Stufflebeam stated there was an upgrade budgeted for the meeting room in FY19, but it was delayed due to issues with the bid. The upgrade is scheduled for FY20.

Discussion ensued on reinvestment in the Port for continual growth, the Port has 79 employees and needs the ability to compete in the the job market, the County has a high cost of living so the wage increase will help retain employees, the new energy efficiency plan will reduce expenditures, the Port’s revenue was reported to be $16.8 million in July and is projected to be $17.5 million at the end of the year, the Port is resilient with tough capabilities, and the Port’s security team is the only one to actively visits other Ports.

A motion was made by Member Jonsson, seconded by Member Servia, and carried 7 to 0, to adopt Budget Resolution PA-19-21. PA20190815DOC013

PA MB 18-19/51

AUGUST 15, 2019 (Continued)

DEPUTY EXECUTIVE DIRECTOR COMMENTS

David Sanford, Port Authority Deputy Executive Director,

• Provided an update on the Journal Of Commerce (JOC) Conference in Mexico that Port Manatee, Florida Port Council, Enterprise Florida, and Florida Chamber of Commerce attended

• Commented on a meeting with Congressman Vern Buchanan and the continued support he provides in Washington D.C.

• Commented on U.S. Senator Marco Rubio’s visit to Port Manatee

• Port Manatee earned the Award of Distinction by the American Association of Port Authorities standing out among 86 other ports

• Invited the Port Authority to attend the upcoming Trucker Appreciation Day on Friday, September 13, 2019 at 11:00 a.m.

• The Port Manatee Propeller Club will be hosting a Back to School Night to collect school supplies for needy children PA20190815DOC014

  
  

  PUBLIC COMMENTS

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

  PORT AUTHORITY COMMENTS

  Member Whitmore

• Expressed concerns regarding port security if the boat ramp at Piney Pointe is renovated and reopened to the public

• Requested that the Port Manatee staff produce a report on the limitations placed on the Port Authority and the projection for integrity of the Port

  
  

  Discussion ensued on Port Manatee and the County needing to establish communication regarding the Piney Pointe boat ramp, there has not been discussion with the Port about the possible location, place on the agenda after hearing from Parks and Natural Resources, the old Piney Pointe boat ramp was used in the 1930’s and has a deep channel, the location could be utilized by residents from southern Hillsborough County, potential Skyway Bridge boat ramp location, security of the Port, and what is the Port’s long range plan for infrastructure and expansion.

  
  

  Mr. Sanford stated staff has had discussion with Parks and Natural Resources about the potential boat lamp location, but a plan has not been presented to the Port for evaluation.

  Member Servia

• Congratulated Port Manatee staff for earning many awards

  Member Benac

• Commented on concerns regarding if Port Manatee has been affected by the tariff’s fluctuation

  
  

  Mr. Sanford stated that Port Manatee’s markets are primarily north/south and are not on the receiving end of the implemented tariffs.

  Member Bellamy

• Commented on the need for a boat ramp north of the river in the County.

  Chairman Baugh

• Provided an update on her meeting with Senator Marco Rubio and discussions on the job market and the Port’s ability to attract new business

  PA MB 18-19/52

  AUGUST 15, 2019 (Continued)

  
  

• Provided an update on her meeting with Congressman Vern Buchanan and the expansion of operations possibilities for Port Manatee

Mr. Sanford stated that Executive Secretary Kevin J. Thibault, FDOT, will be touring Port Manatee on August 29, 2019.

ADJOURN

There being no further business, Chairman Baugh adjourned the meeting at 10:22 a.m.

Minutes Approved:

PA MB 18-19/53

September 19, 2019

CONSENT

AGENDA ITEM 3.C.: BUDGET RESOLUTION

BACKGROUND:

The purpose of this budget resolution is to decrease the budgets in completed projects as follows: $2

- Berth 9 Reconstruction project; $1,498 - PSGP 2016 Security Response Vehicle project and $374 is transferred to Port cash. Also, decrease the budget of the completed Maintenance Dredge Berth 6- 10 project in the amount of $89,470 and transfer the same amount to Berth 6 Improvement project.

ATTACHMENT:

Budget Resolution PA-19-24.

COST AND FUNDING SOURCE:

Maintenance Dredge Berths 6-10 project decreased and transferred to Berth 6 Improvement project. Berth 9 Improvement decreased

2016 PSGP Security Response vehicle decreased

$374 transfer to Port cash

CONSEQUENCES IF DEFERRED:

Delay in budget allocations

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to adopt Budget Resolution PA-19-24.

RESOLUTION PA-19-24 AMENDING THE ANNUAL BUDGET

FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2018-2019

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 2018-2019 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 19th day of September, 2019.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:

BUDGET ADMENDMENT RESOLUTION NO. PA-19-24 AGENDA DATE: September 19, 2019

1. Fund: Port cash FDOT 2016 PSGP

   2016 SIB Loan

   
   

   Section: Berth 9 Improvements

   Berth 6 Improvements Maintenance Dredging Berths 6-10

   2016 Port Security Response Vehicle Grant

   
   

   Description: Decrease the current budgets in completed projects. Transfers

   $89,470 from completed Maintenance Dredging Berths 6-10 project to Berth 6 Improvement project. Also, transfers $374 to reserves in the Port Operating fund.

   
   

   Batch ID: BAAL91919A/B Reference: BU19000512

   September 19, 2019

   
   

   CONSENT

   AGENDA ITEM 3.D.: PORT MANATEE TARIFF NO. 3 ITEM 479 BACKGROUND:

   Port Manatee Tariff No. 3 Item 479 Unlicensed Harbor Tugboats is increased from $500 to

   $1,000 for harbor tug services performed by any unlicensed tugboat(s). This tariff item has not been increased since 2001.

   
   

   ATTACHMENT:

   
   

   Port Manatee Tariff No. 3 Item 479

   
   

   COST AND FUNDING SOURCE:

   
   

   N/A.

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   N/A

   
   

   LEGAL COUNSEL REVIEW: N/A

   
   

   RECOMMENDATION:

   
   

   Move to approve the increase in unlicensed tugboat services in Item 479 of the Port Manatee Tariff No. 3.

   PORT MANATEE TARIFF NO. 3			24th Revision Page 34-A Canc. 23rd Rev. Page 34-A
   SECTION FOUR RATES AND CHARGES
   ITEM	SUBJECT	APPLICATION
   477 477A	Outside/Open Lease Storage Rates (Short Term) Containers/Trailers Storage	When in the best interest of the Port Authority, outside storage may be leased at a rate of $.156 per square foot per 30-day period or fraction thereof in land Zone “A” and $.130 per square foot per 30-day period or fraction thereof in all other land zones Paved areas may be leased at a rate of $.187 per square foot per 30-day period or fraction thereof. Longer-term leases may be negotiated at the discretion of the Executive Director. In areas designated by and at the discretion of the Executive Director, open storage of containers and trailers will be assessed charges as follows: Each unit whether loaded or empty (both 20 feet and 40 feet units), per day $7.00. Trailers or containers with hazardous material $12.00 per day. No free time unless prior arrangements made with Director of Operations. NOTE: 1. See Item 481 for application of volume rate period. 2. Subject to availability at the discretion of the Executive Director. 3. Rental rate could also apply to tenants utilizing additional Port land, outside of their established lease premises, without the Port Authority consent. Tenant shall pay real estate taxes, maintain insurance and keep the premises in good condition.
   478	Warehouse	In the event a warehouse has to be opened for an operation during other than normal Port Manatee working hours, and a warehouseman is requested, an overtime charge will apply for a Port Authority warehouseman in accordance with the rates for labor furnished by the Port (reference: Item 445, page 32), for the account of the requesting activity, unless specifically waived in writing by the Executive Director and/or the Executive Director may require warehouseman be used for the account of the user(s). During normal working hours, there is no charge for the warehouse to be opened and used.
   479 ♦	Unlicensed Harbor Tugboats	Any unlicensed tugboat(s) performing harbor tug services of docking and/or undocking motor vessels shall pay a fee to the Port Authority of $500.00 1,000 per tugboat for each movement. (For information on licensing harbor tugboats, see Item 280).
   Issued: 09/19/19 Effective: 09/19/19

   • Increase Issued by: Manatee County Port Authority

   

   September 19, 2019

   
   

   CONSENT

   AGENDA ITEM 3.E: 2019 PORT SECURITY GRANT PROGRAM

   AGREEMENT

   
   

   BACKGROUND:

   
   

   The Department of Homeland Security has awarded the Authority $1,425,000 (or 75% of project costs) under the 2019 Port Security Grant Program (PSGP) for the expansion of the South Gate to support increased port traffic as well as providing full-service transactions for various visitors. It also includes an update to current system software to ensure continued operation of the port security systems and updates the mass notification alarm system. As a condition of the grant, the Port is obligated to contribute 25% (or $475,000), bringing the total project costs to $1,900,000. The accepted agreement is presented to enter into the records.

   
   

   ATTACHMENT:

   
   

   Agreement No. EMW-2019-PU-00193

   
   

   COST AND FUNDING SOURCE:

   
   

   FEMA grant funding of $1,425,000 and $425,000 from port cash

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in entering agreement into record

   
   

   LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

   
   

   Move to accept into the record Agreement Number EMW-2019-PU-00193-S01from FEMA for expansion of the South Gate, access control system software and mass notification alarm system upgrades.

   
   

   01184207-2

   

   Award Letter

   
   

   

   U.S. Department of Homeland Security

   Washington, D.C. 20472

   
   

   
   

   David St. Pierre

   Manatee County Port Authority 300 Tampa Bay Way

   Suite 1

   Palmetto, FL 34221 - 6608

   
   

   Re: Grant No.EMW-2019-PU-00193

   
   

   Dear David St. Pierre:

   
   

   Congratulations, on behalf of the Department of Homeland Security, your application for financial assistance submitted under the Fiscal Year (FY) 2019 Port Security Grant Program has been approved in the amount of $1,425,000.00. As a condition of this award, you are required to contribute a cost match in the amount of $475,000.00 of non-Federal funds, or 25 percent of the total approved project costs of $1,900,000.00.

   
   

   Before you request and receive any of the Federal funds awarded to you, you must establish acceptance of the award. By accepting this award, you acknowledge that the terms of the following documents are incorporated into the terms of your award:

   
   

   • Agreement Articles (attached to this Award Letter)

   • Obligating Document (attached to this Award Letter)

   • FY 2019 Port Security Grant Program Notice of Funding Opportunity.

   • FEMA Preparedness Grants Manual

   
   

   Please make sure you read, understand, and maintain a copy of these documents in your official file for this award. In order to establish acceptance of the award and its terms, please follow these instructions:

   Step 1: Please log in to the ND Grants system at https://portal.fema.gov.

   
   

   Step 2: After logging in, you will see the Home page with a Pending Tasks menu. Click on the Pending Tasks menu, select the Application sub-menu, and then click the link for "Award Offer Review" tasks. This link will navigate you to Award Packages that are pending review.

   
   

   Step 3: Click the Review Award Package icon (wrench) to review the Award Package and accept or decline the award. Please save or print the Award Package for your records.

   
   

   System for Award Management (SAM): Grant recipients are to keep all of their information up to date in SAM, in particular, your organization's name, address, DUNS number, EIN and banking information. Please ensure that the DUNS number used in SAM is the same one used to apply for all FEMA awards. Future payments will be contingent on the information provided in the SAM; therefore, it is imperative that the information is correct. The System for Award Management is located at http:// www.sam.gov.

   
   

   If you have any questions or have updated your information in SAM, please let your Grants Management Specialist (GMS) know as soon as possible. This will help us to make the necessary updates and avoid any interruptions in the payment process.

   

   BRIDGET ELLEN BEAN GPD Assistant Administrator

   

   Agreement Articles

   Sun Sep 01 00:00:00 GMT 2019

   
   

   
   

   

   
   

   U.S. Department of Homeland Security

   Washington, D.C. 20472

   
   

   AGREEMENT ARTICLES

   Port Security Grant Program

   
   

   GRANTEE: Manatee County Port Authority

   PROGRAM: Port Security Grant Program

   AGREEMENT NUMBER: EMW-2019-PU-00193-S01

   
   

   TABLE OF CONTENTS

   
   

   Article I Summary Description of Projects

   
   

   Article II DHS Specific Acknowledgements and Assurances

   
   

   Article III Acknowledgement of Federal Funding from DHS

   
   

   Article IV Activities Conducted Abroad

   
   

   Article V Age Discrimination Act of 1975

   
   

   Article VI Americans with Disabilities Act of 1990

   
   

   Article VII Best Practices for Collection and Use of Personally Identifiable Information (PII)

   
   

   Article VIII Civil Rights Act of 1964 - Title VI

   
   

   Article IX Civil Rights Act of 1968

   
   

   Article X Copyright

   
   

   Article XI Debarment and Suspension

   
   

   Article XII Drug-Free Workplace Regulations

   
   

   Article XIII Duplication of Benefits

   Article XIV Education Amendments of 1972 (Equal Opportunity in Education Act) - Title IX

   
   

   Article XV Energy Policy and Conservation Act

   
   

   Article XVI False Claims Act and Program Fraud Civil Remedies

   
   

   Article XVII Federal Debt Status

   
   

   Article XVIII Federal Leadership on Reducing Text Messaging while Driving

   
   

   Article XIX Fly America Act of 1974

   
   

   Article XX Hotel and Motel Fire Safety Act of 1990

   
   

   Article XXI Limited English Proficiency (Civil Rights Act of 1964, Title VI)

   
   

   Article XXII Lobbying Prohibitions

   
   

   Article XXIII National Environmental Policy Act

   
   

   Article XXIV Nondiscrimination in Matters Pertaining to Faith-Based Organizations

   
   

   Article XXV Non-Supplanting Requirement

   
   

   Article XXVI Notice of Funding Opportunity Requirements

   
   

   Article XXVII Patents and Intellectual Property Rights

   
   

   Article XXVIII Procurement of Recovered Materials

   
   

   Article XXIX Rehabilitation Act of 1973

   
   

   Article XXX Reporting of Matters Related to Recipient Integrity and Performance

   
   

   Article XXXI Reporting Subawards and Executive Compensation

   
   

   Article XXXII SAFECOM

   
   

   Article XXXIII Terrorist Financing

   
   

   Article XXXIV Trafficking Victims Protection Act of 2000

   
   

   Article XXXV Universal Identifier and System for Award Management

   
   

   Article XXXVI USA Patriot Act of 2001

   Article XXXVII Use of DHS Seal, Logo and Flags

   
   

   Article XXXVIII Whistleblower Protection Act

   
   

   Article XXXIX Environmental Planning and Historic Preservation

   
   

   Article XL Acceptance of Post Award Changes

   
   

   Article XLI Prior Approval for Modification of Approved Budget

   
   

   Article XLII Disposition of Equipment Acquired Under the Federal Award

   
   

   Article XLIII Assurances, Administrative Requirements, Cost Principles, Representation and Certifications

   
   

   Article XLIV Environmental Planning and Historic Preservation (EHP) Compliance Hold

   
   

   Article I - Summary Description of Projects

   
   

   The terms of the recipient?s approved Investment Justification(s) and Budget Detail Worksheet(s) are incorporated into the terms of this Federal award, subject to the additional description and limitations stated in this Agreement Article and the limitations stated in subsequent reviews by FEMA of the award?s budget. Project 1: South Gate Expansion is fully funded for $750,000. Project 2: Access Control System Phase II is fully funded for $562,500. Project 3: Mass Notification Alarm System is fully funded for $112,500.

   
   

   Article II - DHS Specific Acknowledgements and Assurances

   
   

   All recipients, subrecipients, successors, transferees, and assignees must acknowledge and agree to comply with applicable provisions governing DHS access to records, accounts, documents, information, facilities, and staff.

   
   

   1. Recipients must cooperate with any compliance reviews or compliance investigations conducted by DHS.

      
      

   2. Recipients must give DHS access to, and the right to examine and copy, records, accounts, and other documents and sources of information related to the federal financial assistance award and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance.

      
      

   3. Recipients must submit timely, complete, and accurate reports to the appropriate DHS officials and maintain appropriate backup documentation to support the reports.

      
      

   4. Recipients must comply with all other special reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance.

      
      

   5. Recipients of federal financial assistance from DHS must complete the DHS Civil Rights Evaluation Tool within thirty (30) days of receipt of the Notice of Award or, for State Administering Agencies, thirty (30) days from receipt of the DHS Civil Rights Evaluation Tool from DHS or its awarding component agency. Recipients are required to provide this information once every two (2) years, not every time an award is made. After the initial submission for the first award under which this term applies, recipients are only required to submit updates every two years, not every time a grant is awarded. Recipients should submit the completed tool, including supporting materials, to CivilRightsEvaluation@hq.dhs.gov. This tool clarifies the civil rights obligations and related reporting requirements contained in the DHS Standard Terms and Conditions. Subrecipients are not required to complete and submit this tool to DHS. The evaluation tool can be found at https://www.dhs.gov/publication/dhs- civil-rights-evaluation-tool.

   
   

   Article III - Acknowledgement of Federal Funding from DHS

   Recipients must acknowledge their use of federal funding when issuing statements, press releases, requests for proposal, bid invitations, and other documents describing projects or programs funded in whole or in part with federal funds.

   
   

   Article IV - Activities Conducted Abroad

   
   

   Recipients must ensure that project activities carried on outside the United States are coordinated as necessary with appropriate government authorities and that appropriate licenses, permits, or approvals are obtained.

   
   

   Article V - Age Discrimination Act of 1975

   
   

   Recipients must comply with the requirements of the Age Discrimination Act of 1975, Pub. L. No. 94-135 (1975) (codified as amended at Title 42, U.S. Code, section 6101 et seq.), which prohibits discrimination on the basis of age in any program or activity receiving federal financial assistance.

   
   

   Article VI - Americans with Disabilities Act of 1990

   
   

   Recipients must comply with the requirements of Titles I, II, and III of the Americans with Disabilities Act, Pub. L. No. 101-336 (1990) (codified as amended at 42 U.S.C. sections 12101-12213), which prohibits recipients from discriminating on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities.

   
   

   Article VII - Best Practices for Collection and Use of Personally Identifiable Information (PII)

   
   

   Recipients who collect PII are required to have a publicly available privacy policy that describes standards on the usage and maintenance of the PII they collect. DHS defines personally identifiable information (PII) as any information that permits the identity of an individual to be directly or indirectly inferred, including any information that is linked or linkable to that individual. Recipients may also find the DHS Privacy Impact Assessments: Privacy Guidance and Privacy Template as useful resources respectively.

   
   

   Article VIII - Civil Rights Act of 1964 - Title VI

   
   

   Recipients must comply with the requirements of Title VI of the Civil Rights Act of 1964 (codified as amended at 42 U.S.C. section 2000d et seq.), which provides that no person in the United States will, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. DHS implementing regulations for the Act are found at 6 C.F.R. Part 21 and 44 C.F.R. Part 7.

   
   

   Article IX - Civil Rights Act of 1968

   
   

   Recipients must comply with Title VIII of the Civil Rights Act of 1968, Pub. L. No. 90-284, as amended through Pub. L. 113-4, which prohibits recipients from discriminating in the sale, rental, financing, and advertising of dwellings, or in the provision of services in connection therewith, on the basis of race, color, national origin, religion, disability, familial status, and sex (see 42 U.S.C. section 3601 et seq.), as implemented by the U.S. Department of Housing and Urban Development at 24 C.F.R. Part 100. The prohibition on disability discrimination includes the requirement that new multifamily housing with four or more dwelling units- i.e., the public and common use areas and individual apartment units (all units in buildings with elevators and ground-floor units in buildings without elevators)- be designed and constructed with certain accessible features. (See 24

   C.F.R. Part 100, Subpart D.)

   
   

   Article X - Copyright

   
   

   Recipients must affix the applicable copyright notices of 17 U.S.C. sections 401 or 402 and an acknowledgement of U.S. Government sponsorship (including the award number) to any work first produced under federal financial assistance awards.

   
   

   Article XI - Debarment and Suspension

   
   

   Recipients are subject to the non-procurement debarment and suspension regulations implementing Executive Orders (E.O.) 12549 and 12689, which are at 2 C.F.R. Part 180 as adopted by DHS at 2 C.F.R. Part 3000. These regulations restrict federal financial assistance awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance programs or activities.

   
   

   Article XII - Drug-Free Workplace Regulations

   Recipients must comply with drug-free workplace requirements in Subpart B (or Subpart C, if the recipient is an individual) of 2

   C.F.R. Part 3001, which adopts the Government-wide implementation (2 C.F.R. Part 182) of sec. 5152-5158 of the Drug-Free Workplace Act of 1988 (41 U.S.C. sections 8101-8106).

   
   

   Article XIII - Duplication of Benefits

   
   

   Any cost allocable to a particular federal financial assistance award provided for in 2 C.F.R. Part 200, Subpart E may not be charged to other federal financial assistance awards to overcome fund deficiencies; to avoid restrictions imposed by

   federal statutes, regulations, or federal financial assistance award terms and conditions; or for other reasons. However, these prohibitions would not preclude recipients from shifting costs that are allowable under two or more awards in accordance with existing federal statutes, regulations, or the federal financial assistance award terms and conditions.

   
   

   Article XIV - Education Amendments of 1972 (Equal Opportunity in Education Act) - Title IX

   
   

   Recipients must comply with the requirements of Title IX of the Education Amendments of 1972, Pub. L. No. 92-318 (1972) (codified as amended at 20 U.S.C. section 1681 et seq.), which provide that no person in the United States will, on the basis of sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any educational program or activity receiving federal financial assistance. DHS implementing regulations are codified at 6 C.F.R. Part 17 and 44 C.F.R. Part 19

   
   

   Article XV - Energy Policy and Conservation Act

   
   

   Recipients must comply with the requirements of the Energy Policy and Conservation Act, Pub. L. No. 94- 163 (1975) (codified as amended at 42 U.S.C. section 6201 et seq.), which contain policies relating to energy efficiency that are defined in the state energy conservation plan issued in compliance with this Act.

   
   

   Article XVI - False Claims Act and Program Fraud Civil Remedies

   
   

   Recipients must comply with the requirements of the False Claims Act, 31 U.S.C. sections 3729-3733, which prohibits the submission of false or fraudulent claims for payment to the federal government. (See 31 U.S.C. sections 3801-3812, which details the administrative remedies for false claims and statements made.)

   
   

   Article XVII - Federal Debt Status

   
   

   All recipients are required to be non-delinquent in their repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowances, and benefit overpayments. (See OMB Circular A-129.)

   
   

   Article XVIII - Federal Leadership on Reducing Text Messaging while Driving

   
   

   Recipients are encouraged to adopt and enforce policies that ban text messaging while driving as described in E.O. 13513, including conducting initiatives described in Section 3(a) of the Order when on official government business or when performing any work for or on behalf of the federal government.

   
   

   Article XIX - Fly America Act of 1974

   
   

   Recipients must comply with Preference for U.S. Flag Air Carriers (air carriers holding certificates under 49 U.S.C. section 41102) for international air transportation of people and property to the extent that such service is available, in

   accordance with the International Air Transportation Fair Competitive Practices Act of 1974, 49 U.S.C. section 40118, and the interpretative guidelines issued by the Comptroller General of the United States in the March 31, 1981, amendment to Comptroller General Decision B-138942.

   
   

   Article XX - Hotel and Motel Fire Safety Act of 1990

   
   

   In accordance with Section 6 of the Hotel and Motel Fire Safety Act of 1990, 15 U.S.C. section 2225a, recipients must ensure that all conference, meeting, convention, or training space funded in whole or in part with federal funds complies with the fire prevention and control guidelines of the Federal Fire Prevention and Control Act of 1974, codified as amended at 15 U.S.C. section 2225.

   
   

   Article XXI - Limited English Proficiency (Civil Rights Act of 1964, Title VI)

   
   

   Recipients must comply with the Title VI of the Civil Rights Act of 1964 (42 U.S.C. section 2000d et seq.) prohibition against discrimination on the basis of national origin, which requires that recipients of federal financial assistance take reasonable

   steps to provide meaningful access to persons with limited English proficiency (LEP) to their programs and services. For additional assistance and information regarding language access obligations, please refer to the DHS Recipient Guidance: https://www.dhs.gov/guidance-published-help-department-supported-organizations-provide-meaningful-access-people-limited and additional resources on http://www.lep.gov.

   
   

   Article XXII - Lobbying Prohibitions

   
   

   Recipients must comply with 31 U.S.C. section 1352, which provides that none of the funds provided under a federal financial assistance award may be expended by the recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action related to a federal award or contract, including any extension, continuation, renewal, amendment, or modification.

   
   

   Article XXIII - National Environmental Policy Act

   
   

   Recipients must comply with the requirements of the National Environmental Policy Act of 1969, Pub. L. No. 91-190 (1970) (codified as amended at 42 U.S.C. section 4321 et seq.) (NEPA) and the Council on Environmental Quality (CEQ) Regulations for Implementing the Procedural Provisions of NEPA, which requires recipients to use all practicable means within their authority, and consistent with other essential considerations of national policy, to create and maintain conditions under which people and nature can exist in productive harmony and fulfill the social, economic, and other needs of present and future generations of Americans.

   
   

   Article XXIV - Nondiscrimination in Matters Pertaining to Faith-Based Organizations

   
   

   It is DHS policy to ensure the equal treatment of faith-based organizations in social service programs administered or supported by DHS or its component agencies, enabling those organizations to participate in providing important social services to beneficiaries. Recipients must comply with the equal treatment policies and requirements contained in 6 C.F.R. Part 19 and other applicable statues, regulations, and guidance governing the participations of faith-based organizations in individual DHS programs.

   
   

   Article XXV - Non-Supplanting Requirement

   
   

   Recipients receiving federal financial assistance awards made under programs that prohibit supplanting by law must ensure that federal funds do not replace (supplant) funds that have been budgeted for the same purpose through non-federal sources.

   
   

   Article XXVI - Notice of Funding Opportunity Requirements

   
   

   All of the instructions, guidance, limitations, and other conditions set forth in the Notice of Funding Opportunity (NOFO) for this program are incorporated here by reference in the award terms and conditions. All recipients must comply with any such requirements set forth in the program NOFO.

   
   

   Article XXVII - Patents and Intellectual Property Rights

   
   

   Unless otherwise provided by law, recipients are subject to the Bayh-Dole Act, 35 U.S.C. section 200 et seq. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. section 401.14.

   
   

   Article XXVIII - Procurement of Recovered Materials

   
   

   States, political subdivisions of states, and their contractors must comply with Section 6002 of the Solid Waste Disposal Act, Pub. L. No. 89-272 (1965) (codified as amended by the Resource Conservation and Recovery Act, 42 U.S.C. section 6962. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition.

   
   

   Article XXIX - Rehabilitation Act of 1973

   
   

   Recipients must comply with the requirements of Section 504 of the Rehabilitation Act of 1973, Pub. L. No. 93-112 (1973) (codified as amended at 29 U.S.C. section 794), which provides that no otherwise qualified handicapped individuals in

   the United States will, solely by reason of the handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance.

   
   

   Article XXX - Reporting of Matters Related to Recipient Integrity and Performance

   
   

   If the total value of any currently active grants, cooperative agreements, and procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award, then the recipients must comply with the requirements set forth in the government-wide Award Term and Condition for Recipient Integrity and Performance Matters located at 2 C.F.R. Part 200, Appendix XII, the full text of which is incorporated h ere by reference in the award terms and conditions.

   
   

   Article XXXI - Reporting Subawards and Executive Compensation

   
   

   Recipients are required to comply with the requirements set forth in the government-wide award term on Reporting Subawards and Executive Compensation located at 2 C.F.R. Part 170, Appendix A, the full text of which is incorporated here by reference in the award terms and conditions.

   
   

   Article XXXII - SAFECOM

   
   

   Recipients receiving federal financial assistance awards made under programs that provide emergency communication equipment and its related activities must comply with the SAFECOM Guidance for Emergency Communication Grants, including provisions on technical standards that ensure and enhance interoperable communications.

   
   

   Article XXXIII - Terrorist Financing

   
   

   Recipients must comply with E.O. 13224 and U.S. laws that prohibit transactions with, and the provisions of resources and support to, individuals and organizations associated with terrorism. Recipients are legally responsible to ensure compliance with the Order and laws.

   
   

   Article XXXIV - Trafficking Victims Protection Act of 2000

   
   

   Recipients must comply with the requirements of the government-wide financial assistance award term which implements Section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), codified as amended at 22 U.S.C. Section 7104. The award term is located at 2 C.F.R. Section 175.15, the full text of which is incorporated here by reference.

   
   

   Article XXXV - Universal Identifier and System for Award Management

   
   

   Recipients are required to comply with the requirements set forth in the government-wide financial assistance award term regarding the System for Award Management and Universal Identifier Requirements located at 2 C.F.R. Part 25, Appendix A, the full text of which is incorporated here by reference.

   
   

   Article XXXVI - USA Patriot Act of 2001

   
   

   Recipients must comply with requirements of Section 817 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), which amends 18 U.S.C. sections

   175-175c.

   
   

   Article XXXVII - Use of DHS Seal, Logo and Flags

   
   

   Recipients must obtain permission from their DHS FAO prior to using the DHS seal(s), logos, crests or reproductions of flags or likenesses of DHS agency officials, including use of the United States Coast Guard seal, logo, crests or reproductions of flags or likenesses of Coast Guard officials.

   
   

   Article XXXVIII - Whistleblower Protection Act

   
   

   Recipients must comply with the statutory requirements for whistleblower protections (if applicable) at 10 U.S.C section 2409, 41 U.S.C. section 4712, and 10 U.S.C. section 2324, 41 U.S.C. sections 4304 and 4310.

   
   

   Article XXXIX - Environmental Planning and Historic Preservation

   
   

   DHS/FEMA funded activities that may require an EHP review are subject to FEMA's Environmental Planning and Historic Preservation (EHP) review process. This review does not address all federal, state, and local requirements. Acceptance of

   federal funding requires recipient to comply with all federal, state, and local laws. Failure to obtain all appropriate federal, state, and local environmental permits and clearances may jeopardize federal funding.

   
   

   DHS/FEMA is required to consider the potential impacts to natural and cultural resources of all projects funded by DHS/ FEMA grant funds, through its EHP Review process, as mandated by the National Environmental Policy Act; National Historic Preservation Act of 1966, as amended; National Flood Insurance Program regulations; and, any other applicable laws and Executive Orders. To access the FEMA's EHP screening form and instructions, go to the DHS/FEMA website at: https:// www.fema.gov/media-library/assets/documents/90195. In order to initiate EHP review of your project(s), you must complete all relevant sections of this form and submit it to the Grant Programs Directorate (GPD) along with all other pertinent project information. Failure to provide requisite information could result in delays in the release of grant funds.

   
   

   If ground disturbing activities occur during construction, applicant will monitor ground disturbance, and if any potential archeological resources are discovered, applicant will immediately cease work in that area and notify the pass-through entity, if applicable, and DHS/FEMA.

   
   

   Article XL - Acceptance of Post Award Changes

   
   

   In the event FEMA determines that changes are necessary to the award document after an award has been made, including changes to period of performance or terms and conditions, recipients will be notified of the changes in writing. Once notification has been made, any subsequent request for funds will indicate recipient acceptance of the changes to the award. Please call the FEMA/GMD Call Center at (866) 927-5646 or via e-mail to ASK-GMD@dhs.gov if you have any questions.

   
   

   Article XLI - Prior Approval for Modification of Approved Budget

   
   

   Before making any change to the DHS/FEMA approved budget for this award, you must request prior written approval from DHS/FEMA where required by 2 C.F.R. Section 200.308. DHS/FEMA is also utilizing its discretion to impose an additional restriction under 2 C.F.R. Section 200.308(e) regarding the transfer of funds among direct cost categories, programs, functions, or activities. Therefore, for awards with an approved budget where the Federal share is greater than the simplified acquisition threshold (currently $250,000), you may not transfer funds among direct cost categories, programs, functions,

   or activities without prior written approval from DHS/FEMA where the cumulative amount of such transfers exceeds or is expected to exceed ten percent (10%) of the total budget DHS/FEMA last approved. You must report any deviations from your DHS/FEMA approved budget in the first Federal Financial Report (SF-425) you submit following any budget deviation, regardless of whether the budget deviation requires prior written approval.

   
   

   Article XLII - Disposition of Equipment Acquired Under the Federal Award

   
   

   When original or replacement equipment acquired under this award by the recipient or its sub-recipients is no longer needed for the original project or program or for other activities currently or previously supported by DHS/FEMA, you must request instructions from DHS/FEMA to make proper disposition of the equipment pursuant to 2 C.F.R. Section 200.313.

   
   

   Article XLIII - Assurances, Administrative Requirements, Cost Principles, Representation and Certifications

   
   

   DHS financial assistance recipients must complete either the Office of Management and Budget (OMB) Standard Form 424B Assurances - Non-Construction Programs, or OMB Standard Form 424D Assurances - Construction Programs, as applicable. Certain assurances in these documents may not be applicable to your program, and the DHS financial assistance office (DHS FAO) may require applicants to certify additional assurances. Applicants are required to fill out the assurances applicable to their program as instructed by the awarding agency. Please contact the DHS FAO if you have any questions.

   
   

   DHS financial assistance recipients are required to follow the applicable provisions of the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards located at Title 2, Code of Federal Regulations (C.F.R.) Part 200, and adopted by DHS at 2 C.F.R. Part 3002.

   
   

   Article XLIV - Environmental Planning and Historic Preservation (EHP) Compliance Hold

   
   

   This award includes work, such as ground disturbance, that triggers an Environmental Planning and Historic Preservation (EHP) compliance review. A programmatic hold is placed on Project #1, Project #2 and Project #3 and the amount of $1,425,000 is on hold in the FEMA financial systems. The recipient is prohibited from obligating, expending, or drawing down PSGP funds in support of Project 1:South Gate Expansion for $750,000; Project 2: Access Control System Phase II for $562,500; and Project 3: Mass Notification Alarm System for $112,500, with a limited exception for any approved costs associated with the preparation, conduct, and completion of required environmental planning and historic preservation (EHP) reviews, as discussed in FEMA Information Bulletin No. 404. To release this hold, the recipient is required to obtain the required DHS/FEMA EHP compliance approval for this project pursuant to the FY 2019 PSGP Notice of Funding Opportunity. Please contact your DHS/FEMA GPD with

   a limited exception for any approved costs associated with the preparation, conduct, and completion of required environmental planning and historic preservation (EHP) reviews, as discussed in FEMA Information Bulletin No. 404. To release this hold, the recipient is required to obtain the required DHS/FEMA EHP compliance approval for this project pursuant to the FY 2019 PSGP Notice of Funding Opportunity and Preparedness Grants Manual. Failure to comply with this condition may jeopardize your ability to access and expend federal funds for the investments/projects listed above. Please contact your DHS/FEMA GPD Headquarters Program Analyst to receive specific guidance regarding EHP compliance.

   
   

   	BUDGET COST CATEGORIES
   Personnel		$0.00
   Fringe Benefits		$0.00
   Travel		$0.00
   Equipment		$568,800.00
   Supplies		$0.00
   Contractual		$1,331,200.00
   Construction		$0.00
   Indirect Charges		$0.00
   Other		$0.00

   Obligating Document for Award/Amendment
   1a. AGREEMENT NO. EMW-2019-PU-00193-S01		2. AMENDMENT NO. ***	3. RECIPIENT NO. 510202754	4. TYPE OF ACTION AWARD		5. CONTROL NO. WX04631N2019T
   6. RECIPIENT NAME AND ADDRESS Manatee County Port Authority 300 Tampa Bay Way Suite 1 Palmetto, FL, 34221 - 6608		7. ISSUING FEMA OFFICE AND ADDRESS FEMA-GPD 400 C Street, SW, 3rd floor Washington, DC 20472-3645 POC: 866-927-5646		8. PAYMENT OFFICE AND ADDRESS FEMA Finance Center 430 Market Street Winchester, VA 22603
   9. NAME OF RECIPIENT PROJECT OFFICER David St. Pierre		PHONE NO. 9417226621	10. NAME OF FEMA PROJECT COORDINATOR Central Scheduling and Information Desk Phone: 800-368-6498 Email: Askcsid@dhs.gov
   11. EFFECTIVE DATE OF THIS ACTION 09/01/2019		12. METHOD OF PAYMENT PARS	13. ASSISTANCE ARRANGEMENT Cost Reimbursement		14. PERFORMANCE PERIOD From: To: 09/01/2019 08/31/2022 Budget Period 09/01/2019 08/31/2022
   1 5. DESCRIPTION OF ACTION a. (Indicate funding data for awards or financial changes)
   PROGRAM NAME ACRONYM	CFDA NO.	ACCOUNTING DATA (ACCS CODE) XXXX-XXX-XXXXXX- XXXXX-XXXX-XXXX-X	PRIOR TOTAL AWARD	AMOUNT AWARDED THIS ACTION + OR (-)	CURRENT TOTAL AWARD	CUMULATIVE NON- FEDERAL COMMITMENT

   
   

   Port Security Grant Program	97.056	2019-FA-GC01-P410- -4101-D	$0.00	$1,425,000.00	$1,425,000.00	See Totals
   $0.00 $1,425,000.00 $1,425,000.00 $475,000.00
   b. To describe changes other than funding data or financial changes, attach schedule and check here. N/A
   16 a. FOR NON-DISASTER PROGRAMS: RECIPIENT IS REQUIRED TO SIGN AND RETURN THREE (3) COPIES OF THIS DOCUMENT TO FEMA (See Block 7 for address) Port Security Grant Program recipients are not required to sign and return copies of this document. However, recipients should print and keep a copy of this document for their records. 16b. FOR DISASTER PROGRAMS: RECIPIENT IS NOT REQUIRED TO SIGN This assistance is subject to terms and conditions attached to this award notice or by incorporated reference in program legislation cited above.
   17. RECIPIENT SIGNATORY OFFICIAL (Name and Title) ,						DATE
   18. FEMA SIGNATORY OFFICIAL (Name and Title) BERTRAM NMN MCKEITHEN JR , Assistance Officer						DATE Mon Sep 09 16:38:50 GMT 2019

   September 19, 2019

   
   

   CONSENT

   AGENDA ITEM 3.F.: FIVE-YEAR EXTENSION OF SEABULK TOWING

   TUGBOAT SERVICE AGREEMENT

   
   

   BACKGROUND:

   
   

   On August 20, 2015, the Authority approved and authorized the extension of Seabulk Towing Tugboat Services License Agreements through August 28, 2019. Request is to approve a five-year extension and amendment through August 28, 2024, with an increase in the commission rate from 6% to 7% effective in years three through five of amendment.

   
   

   ATTACHMENT:

   
   

   Five-Year Extension and Amendment of Port Manatee Tugboat Service License Agreement with Seabulk Towing

   
   

   COST AND FUNDING SOURCE:

   
   

   N/A.

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in renewing tugboat services agreement.

   
   

   LEGAL COUNSEL REVIEW: Yes

   
   

   RECOMMENDATION:

   
   

   Move to approve and authorize on behalf of the Port Authority the execution of the Five-Year Extension of Port Manatee Tugboat Services License Agreement between the Manatee County Port Authority and Seabulk Towing.

   
   

   01181636-2

   FIVE-YEAR EXTENSION OF PORT MANATEE TUGBOAT SERVICES LICENSE AGREEMENT

   
   

   The MANATEE COUNTY PORT AUTHORITY, a political entity of the State of Florida, with its principal place of business located at Port Manatee, 300 Tampa Bay Way, Palmetto, Florida 34221, and SEABULK TOWING, a Delaware corporation duly authorized to transact business in the State of Florida, with a place of business located at 1305 Shoreline Drive, Tampa, Florida 33605, in connection with the Port Manatee Tugboat Services License Agreement entered into by and between the parties hereto on August 28, 2003, with extensions approved through August 28th, 2019, entered on July 26, 2007,

   September 15, 2011, and August 20, 2015 (collectively, the "Agreement"), agree as follows:

   
   

   1. EXTENSION. The duration or term of the Agreement is hereby extended for a period of five (5) years until August 28, 2024.

      
      

   2. AMENDMENT OF COMMISSION RATE. Beginning August 28, 2019 and continuing until August 27, 2021, the commission rate shall remain 6% of the revenues evidenced by invoices for tug services, net any discounts. Beginning August 28, 2021 and continuing until August 27, 2024, the commission rate shall increase to 7% of the revenues evidenced by invoices for tug services, net of any discounts.

      
      

   3. SAVING CLAUSE. Except for the herein provided extension, the Agreement remains in full force and effect.

   
   

   IN WITNESS WHEREOF, the parties have caused this Five-Year Extension of Port Manatee Tugboat Services License Agreement to be duly executed in duplicate this the 19th day of September, 2019.

   
   

   ATTEST: ANGELINA COLONNESO

   Clerk of Circuit Court

   MANATEE COUNTY PORT AUTHORITY

   
   

   By: By ­

   Vanessa Baugh, Chairman

   
   

   WITNESSES: SEABULK TOWING

   
   

   

   By: c..c:::::.

   

   Title: \/ f - 0 S. lNL<;S 0 (, V( U)P<"" rv'j

   
   

   01181637-2

   September 19, 2019

   
   

   AGENDA ITEM 4.: PORT MANATEE AND KINDER MORGAN LEASE BACKGROUND:

   The Port Authority and Kinder Morgan Port Manatee Terminal LLC, a longtime Port tenant, entered two leases covering certain real property at Port Manatee. The lease of 5.01 acres expires August 5, 2020. The parties wish to formalize the negotiated rates and terms of the renewed lease which includes an increase in rent, three-year expiration with three (3) five- renewal options. Minimum Annual Guarantee (MAG) have also been added beginning at 100,000 short tons in year one and increasing to 300,000 short tons by year five.

   
   

   ATTACHMENT:

   
   

   Port Manatee and Kinder Morgan Lease

   
   

   COST AND FUNDING SOURCE:

   
   

   N/A

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in approving negotiated lease terms

   
   

   LEGAL COUNSEL REVIEW: Yes

   
   

   RECOMMENDATION:

   
   

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

   
   

   01184382-2

   
   

   PORT MANATEE AND KINDER MORGAN LEASE

   
   

   THIS Port Manatee and Kinder Morgan Lease ("Lease") is 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 ("Authority") and KINDER MORGAN PORT MANATEE TERMINAL LLC, a Delaware limited liability company authorized to do business in the State of Florida, with a place of business located at 500 National Street, Palmetto, FL 34221 ("Lessee"; Authority and Lessee are sometimes hereinafter referred to as a "Party" or 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 Lessee has been leasing a portion of real properly at Port Manatee for the last 50 years and built several improvements on that real property; however that lease expires August 5, 2020;

   
   

   WHEREAS, the Lessee is desirous of leasing again the same real property from the Authority being a portion of the real property at Port Manatee, and it is expedient and to the best interests of the Authority to lease the property to the Lessee upon the terms and conditions set forth in this Lease, and

   
   

   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 Authority and Lessee as if such recitals were fully set forth in the Lease.

      
      

      

   2. DEMISED PREMISES. The Authority does hereby demise, let, and rent unto the Lessee, and the Lessee shall hire and take as tenant approximately 5.01 acres of real property located in Manatee County, Florida identified as a portion of Port Manatee, the legal description of which is attached and

      
      

      01118487-lS

      Page 1 of 40

      
      

      made a part of this Lease as Exhibit A (the "Land"), to have and to hold the same for the terms set forth below. The Land, all rights of access and other appurtenant rights related thereto, and all improvements now or hereafter located on the Land (including, without limitation, Warehouse 1 at Berths 6 and 7, Warehouse 2, Truck & Rail Car Dump Shed, Warehouse 3 at Berth 7, Truck Scales and the conveyors (hereinafter defined) described in the attached Exhibit B which is incorporated into and made a part of this Lease), are collectively referred to herein as the "Demised Premises." As used herein, "conveyors" means those conveyor systems described on Exhibit B and depicted (and labelled) in the attached Exhibit C, which is incorporated into and made a part of this Lease. The Lessee shall have the continuing right to locate the conveyors on the Land and in the areas adjacent to the Land where the conveyors are already located as shown on Exhibit C, but such right does not to preclude the Authority from requiring Lessee to temporarily move conveyor BC7S in the area adjacent to the Land, if such movement is needed. The Lessee shall have the right to maintain,

      restore, replace and operate the conveyors during the term of this Lease, and Lessee shall maintain the. conveyors in accordance with the paragraph entitled "Maintenance" of this Lease. In accordance

      with the Master Plan, the Authority agrees, covenants and warrants that Lessee has the right to peacefully occupy, have, use, hold and quietly enjoy the Demised Premises subject to the provisions of this Lease. To that end, the Authority recognizes that the Lessee uses improvements such as conveyors and warehouses on the Land in offloading its cargo and the Authority will make reasonable efforts to provide the Berths 5, 6, and 7 for such offloading and make reasonable efforts, as described below, to maintain a 40 foot draft at Berths 5, 6, and 7. The Lessee agrees it will not use the Demised Premises in any way that physically interferes with, interrupts, or impacts, in a materially adverse way, the rightful use or operation of other Port Manatee facilities by any other tenant, user, or customer at Port Manatee. The Demised Premises are leased and accepted by Lessee in its current "As ls-Where Is" condition with Authority making no warranties as to fitness, and Lessee acknowledges that it has had adequate opportunity to inspect and test the Demised Premises prior to entering into the Lease. Further, while the Authority endeavors to

      maintain berth and channel depths at the Congressionally authorized 40+1 feet, the vagaries of natural events such as storms and sediment redistribution preclude any guarantees for either the main channel or berths. Maintenance dredging is performed as frequently as needed but subject to Army Corps of Engineers funding, permitting, contractor procurement and scheduling of both federally maintained channels and port berths. The berth maintenance is performed at Authority's expense in conjunction

      
      

      

      0111&487-15 Page 2 of 39

      
      

      

      with Corps events by a common contractor and under a single federal permit except in the case of emergency out of cycle needs where the port performs the maintenance.

      
      

   3. PURPOSE. The Lessee may use the Demised Premises for the purpose of distributing, loading, processing, bagging, packaging, selling, stockpiling, storing and unloading of any dry bulk, or break bulk materials approved by the Authority, provided that such approval of the Authority will not be umeasonably withheld, conditioned, or delayed. The Lessee may use the Demised Premises for constructing, and operating offices, maintenance shed, buildings, equipment, machinery, material handling systems, roadways and other related facilities, and such other customarily associated activities. Additionally, if the Lessee intends to use the Demised Premises for any purpose other than those defined above, the Lessee shall first obtain approval of the Authority before beginning such use, · provided that the consent of the Authority will not be umeasonably withheld, conditioned, or delayed. The Demised Premises will not be used for any unlawful purposes, and the Lessee will not use the Demised Premises in such a manner as to create a nuisance or otherwise violate any law, rule, or regulation of any governmental authority that is applicable to the Demised Premises or Lessee's operations at the Demised Premises. The Lessee will neither suffer nor commit any waste of the Demised Premises.

      
      

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

      
      

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

      $12,525 per month for the first three (3) years of the term. Should the Lessee exercise its option to extend the term of this Lease as set forth in the paragraph of this Lease entitled "Term", the annual rent

      
      

      

      0111848H5 Page 3 of 39

      
      

      

      for each year during the extended term(s) will be determined by multiplying the annual rent by the percentage of change in the most recently published U.S. Department of Labor All Urban Consumer Price Index ("CPI-U"), all items, not to exceed three percent (3%) in any applicable extended lease period (either 3 or 5 years in accordance with the extended term). The percentage change will be computed by comparing index figures published for the month closest to the Lease year anniversary date with the same month of the preceding Lease year. For example, if the Lease commencement date is August 6, 2020, the adjustment for the annual rental due on August 6, 2023 will be calculated by using the index published for the most recent month available prior to August 6, 2020 and comparing it to the index published for the same month of the year 2023, subject to the 3% percent cap. The index to be used will be the most recently published U.S. Department of Labor, All Urban Consumer Price Index. Annual rent on an extended term must never be less than $12,525 per month and will only increase in accordance with the above formula for the extended term, and not annually during any such extended term.

      
      

   6. IMPROVEMENTS. The Lessee may construct, install or locate upon the Demised Premises and operate any improvements consistent with the paragraph of this Lease entitled "Purpose." The Lessee shall submit to the Authority for approval the plans and specifications for all material improvements prior to commencing the construction and installation of the improvements upon the Demised Premises. The Authority shall make a determination of whether such 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.

      
      

      The Lessee shall not commence the construction 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, construction permit, development order, or other appropriate approval for the construction of the particular improvement or improvements. Before Lessee commences use of the improvements, the Lessee shall furnish in a format specified by the Authority at least one complete set of the as-built or

      
      

      

      01118487-15 Page 4 of 39

      
      

      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 Indenmitee (hereinafter defined), 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.

      
      

   7. IMPROVEMENT REMOVAL AND LAND RESTORATION. The Parties recognize that certain improvements are and may be constructed, erected, or installed upon the Demised Premises that may be of benefit to the Authority upon the expiration of the Term of this Lease. Upon expiration or termination of this Lease, Lessee may, at its sole discretion, remove any improvements located on the Demised Premises. Any improvement not removed by the Lessee shall become the property of and owned by the Authority. The Demised Premises with any improvements (including, but not limited to, Warehouse 1, Warehouse 2, Warehouse 3, and all improvements constructed after the Effective Date), except for the conveyors and the Truck & Rail Car Dump shed, that are not removed, must be left by the Lessee in a clean, good, safe, and tenantable condition. Lessee shall not be required to make any improvements or alterations to the current condition (as of the Effective Date) of the Truck & Rail Car Dump shed. Any whole or parts of the conveyors that are not removed as of the expiration or termination of this Lease, must be left by the Lessee in a clean, good and salvageable condition. The Lessee must remove all Lessee's equipment, furnishings, furniture, machinery and other items of personal property (which does not include the conveyors), at no cost or expense to the Authority prior to the expiration or termination of this Lease.

      
      

   8. APPROVALS AND PERMITS. The 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 identified in the paragraph of this Lease entitled "Improvements" at no cost, expense, liability, or obligation to the Authority. The Authority will cooperate with Lessee in obtaining such approvals, orders and permits.

      
      

      

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   9. EXISTING CONDITIONS. Subject to the provisions of the paragraph of this Lease entitled "Environmental Protection," the 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. The Authority shall, to the extent same are available to it, furnish to the Lessee any documentation or other information it may have relating to said existing conditions without guaranteeing or warranting the accuracy or completeness of the documentation.

      
      

   10. EXISTING FACILITIES. This Lease and the right of the 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 and the Authority, Florida Power & Light Company or its successor in interests, Frontier Communications Compauy 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 necessary for the operations, maintenance and repair of the facilities.

       
       

   11. WHARFAGE. The Lessee shall pay to the Authority wharfage rates for each short ton (2,000 pounds), hereinafter referred to as "ton" or "tons", of cargo exported, imported, transported, or otherwise passing t1n·ough Port Manatee by waterborne commerce, railroad train, or truck to or from the Demised Premises. From the commencement of the duration or term of this Lease, the wharfage rate will be at the then-current tariff rate. If during any year of this Lease, the Lessee imports, exports, or otherwise passes through 700,000 or more short tons through Port Manatee, then Lessee's wharfage rate will be decreased twenty-five percent (25%) of the then current Port Manatee Tariff rates for the remainder of that Lease year. Wharfage paid by the Lessee or paid by a Lessee's Customer (which means a customer that the Lessee has identified in writing to the Authority as Lessee's Customer associated with the Demised Premises) to the Authority shall count as a credit against, and thereby reduce, the MAG (defined below) payable by the Lessee under this Lease.

       
       

       

       01118487-15 Page 6 of 39

       
       

       

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

       • Year 1 - 100,000 short tons

       • Year 2-150,000 short tons

       • Year 3 - 200,000 short tons

       • Year 4 - 250,000 short tons

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

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

         
         

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

         
         

         

   13. TRUCK SCALES. Unless, otherwise provided in this Lease, the Lessee shall utilize the truck scales located at Port Manatee and operated by the Authority for the purpose of weighing truckloads of cargo of the Lessee arriving at or departing from Port Manatee and each such truck will be weighed empty of cargo at times and with a frequency consistent with the Lessee's normal business practices and will be weighed loaded with cargo as the truck enters/departs Port Manatee. When using Authority truck scales, the Lessee shall pay to the Authority the rates provided in the then current Port Manatee

       01118487•15 Page 7 of 39

       
       

       

       Tariff. Notwithstanding the foregoing, the Authority acknowledges that truck scales are part of the Demised Premises and agrees that the Lessee can utilize those truck scales, in lieu of Authority truck scales but only for Lessee's or Lessee's Customer's cargo.

       
       

   14. SIGNS. The Lessee at its sole expense and risk, but in conformity with all requirements of federal, state, and local law and regulations 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.

       
       

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

       
       

       

   16. UTILITIES. The 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 duration or term of this Lease.

       
       

       01118487-lS Page 8 of 39

       
       

       
       

       

   17. EASEMENT(S). Authority reserves the right to maintain such easements on the Demised Premises as may now or in the fnture 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 the Authority's other lessees, the installation of water distribution, sewage collection, underground electrical and telephone conduits, above ground street lighting, and power poles. However, the Authority agrees not to provide an easement that would introduce hazardous substances across or under the Demised premises without Lessee's prior written approval. Further, it is understood and agreed that Authority will restore any improvements, which Lessee has made, if such improvements are damaged by any installation made by Authority or its grantee. Furthermore, Authority will take reasonable steps to insure that any such installation be the least disruptive to Lessee's operations.

       
       

   18. 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 term of this Lease to use the parking areas, streets, driveways, aisles, sidewalks, curbs, delivery passages, loading areas, lighting facilities, and all other areas designated by Authority from time to time, for use by any tenants of the Port (collectively, the "Common Areas"), in common with Authority, other tenants of the Port, and other persons designated by the Authority.

       
       

   19. 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 of2002; 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. Port Manatee consists of various facilities operated by the Authority and various facilities operated by lessees pursuant to leases with the Authority, and the security of facilities operated by the Authority and facilities operated by the Lessee pursuant to this Lease are beneficial to both Parties necessitating that there be a degree of cooperation between the Authority and the Lessee. The

       
       

       01118487-15 Page 9 of 39

       
       

       

       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.

       
       

       

   20. ACCESS. Subject to the restrictions set forth in the paragraph entitled "Security" in this Lease, the Authority grants the 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 the Lessee's safety and security measures, the Authority has free access to the Demised Premises at reasonable times and 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.

       
       

   21. 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, the Lessee, throughout the term of this Lease, 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 the 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 such failure by the Lessee to fully abide by and comply with the then current Port Manatee Tariff that continues beyond the expiration of the applicable cure period set forth in the paragraph of this Lease entitled "Events of Default," may at the option of the Anthority constitute a default by the Lessee entitling the Authority to exercise any or more of the remedies set forth in the paragraph of this Lease entitled "Events of Default." The Lessee acknowledges receipt from the Authority of a copy of the current Port Manatee Tariff.

       
       

   22. TAXES AND LICENSE FEES. The Lessee shall pay 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 the Lessee upon any portion of the Demised Premises or in connection with the possession of any portion of the Demised Premises by the Lessee. Lessee will 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

       
       

       

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       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 will 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 will 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.

       
       

   23. ENVIRONMENTAL MATTERS. The Lessee shall comply with all federal, state, regional, county and local government laws, statutes, ordinances, rules and regulations regarding the use, storage, management, disposal, release, and remediation of, and pollution or contamination by, Regulated Substances, as hereinafter defined, ("Environmental Laws"), applicable to its activities and operations on the Demised Premises including but not limited to, the Port Manatee Master Plan, the Memorandum of Agreement for Land Use Controls between the Authority and the Florida Department of Environmental Protection dated May 12, 2014, and those rules and regulations of general application at Port Manatee adopted by the Authority which are not in conflict with or in degradation of any rights granted to the Lessee under the terms of this Lease. The Lessee must 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 "Regulated Substances") to be accumulated, deposited, placed, released, spilled, stored, or used upon or under any portion of the Demised Premises in a manner that is contrary to or in violation of any applicable Environmental Laws.

       

       1. The Authority has 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 using ASTM standards and determining the existence of said Regulated Substances. Such inspections shall take place during the normal business hours of the Lessee, with reasonable notice to the Lessee, at no cost or expense to the Lessee, and without interfering with the Lessee's operations or activities on the Demised Premises. Lessee shall fully cooperate in the performance of such Environmental Site Assessments and inspections.

          
          

          01118487+15 Page 11 of 39

          
          

          

       2. The Lessee shall promptly notify the Authority of any spill, leak, pump, pour, emission, emptying, discharge, injection, escape, leaching, dump, or disposing ("Release") of Regulated Substances upon or under the Demised Premises. Such notification will be in addition to, and not in lieu of, any notice required by applicable Environmental Laws.

       3. Specifically, throughout the term of this Lease, Lessee must not use, generate, store, dispose, transport, or Release any Regulated Substances in, under, in, above, to, or from the Demised Premises in any manner other than in compliance with Environmental Laws. If Lessee's activities at the Demised Premises or Lessee's use of the Demised Premises (a) result in a Release of Regulated Substances that are not in compliance with Environmental Laws or permits issued thereunder; (b) gives rise to any claim or requires a response under Environmental Laws or permits issued thereunder; (c) causes a significant public health effect; or (d) creates a nuisance, then Lessee must, at is sole cost and expense: (i) promptly provide verbal notice thereof to Authority as well as notice to Authority in the manner required by this Lease, which notice must identify the Regulated Substances involved and the emergency procedures taken or to be taken to remove and abate the condition; and (ii) promptly take all action in response to such situation required by Environmental Laws, provided that Lessee shall first obtain Authority's approval of the non-emergency remediation plan to be undertaken, which plan must be to the satisfaction of Authority in its reasonable discretion

       4. In the event any federal, state, regional, county, or local governmental authority with jurisdiction to enforce or regulate the construction and operation of the facilities of the Lessee determines that there is any significant or substantial deviation from the requirements of applicable Environmental Laws (hereinafter referred to as a "Violation") which Lessee has not undertaken to correct, the Authority has the right, upon providing reasonable notice to the Lessee, to require a hearing before the Authority for the purpose of determining the cause and extent of the Violation and to issue a notice to the Lessee to correct snch Violation within thirty

          (30) days or such other period of time as may be reasonable under the circumstances, in light of the nature of the corrective actions required and as determined by the Authority. If Lessee fails to diligently pursue timely corrective action within such period established by the Authority, the Authority will have the right to require Lessee to suspend its operations on the Demised Premises until the Violation has been corrected or terminate its operations on the Demised Premises.

          
          

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       5. In the event the Lessee fails to timely and diligently pursue remediation of an unpennitted Release of Regulated Substances or correct a Violation within a reasonable period of time following a notice issued pursuant to subsection D above, then and in that event, the Authority will have the right to take all actions reasonably necessary to contain, remove or remediate the Regulated Substances or correct the Violation as required by applicable Environmental Laws, and Lessee shall promptly reimburse the Authority for the expenses of such actions upon demand. Additionally, if the response actions necessary to remediate a Release of Regulated Substances require remedial activities on the Demised Premises that extend beyond the term of this Lease, and those remedial activities interfere with the Authority's reasonable use of the Demised Premises (including its ability to lease the Demised Premises to a third party), then Authority shall have the right to deem Lessee as "holding over," in which case Lessee shall continue paying rent in accordance with the provisions of paragraph entitled "No Holding Over," of this Lease, until such time as the Demised Premises is made suitable for occupancy.

       6. During a time period between 60 and 90 days prior to the expiration of the term of this Lease, the Authority has the right, in its sole discretion, to cause an Environmental Site Assessment to be conducted or made of the Demised Premises by a competent, qualified environmental consultant or engineer on substantially the same basis and using the same criteria as any Environmental Site Assessment carried out under subparagraph A above, to identify the existence of any Release of Regulated Substances on or under any portion of the Demised Premises, and the levels or quantities thereof (a "Lease-End Assessment"). A copy of any Lease-End Assessment obtained by the Authority pursuant to the provisions of this subparagraph must be immediately furnished to the Lessee. If tl1e Lease-End Assessment identifies any Release of Regulated Substances on the Demised Premises attributable to the Lessee and not identified in any Environmental Site Assessment report carried out under subparagraph A above, the Lessee shall promptly undertake such response action as may be necessary to remediate the Release, as required by applicable Environmental Laws.

       7. 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 tl1e State of Florida, and nothing in this Lease will be construed as limiting the remedies of the

          
          

          

          01118487-15 Page 13 of 39

          
          

          

          Authority or any federal, state, regional, county, or local government governmental authority with jurisdiction to regulate the construction and operation of the facilities.

       8. Nothing in this Lease will be construed to impair or limit the lawful rights of the Lessee to challenge or contest any such applicable Environmental Laws, applicability thereof to its facilities and operations, or any determination of the Authority relating to the applicability of the Environmental Laws to the Lessee's facilities and operations.

       
       

   24. LESSEE'S INSURANCE. During the term of this Lease, the 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 the 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 the Lessee governed by this Lease, and provide the "Severability oflnterest" provision (a/k/a "Separation oflnsured's" provision).

       3. The Lessee shall deliver to the Authority, within 5 days of execution of this

          Lease and prior to possessing the Demised Premises, properly executed "Cettificate(s) of Insurance," setting fotth 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. The Lessee shall take immediate 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.

          
          

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       6. All insurance coverage of the 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 the Lessee in this Lease.

       G, 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.

       H, No work or occupancy of the Demised Premises may commence unless and nntil

       

       the required Certificate(s) of Insurance are in effect.

       I. The insurance coverage and limits required of the Lessee under this Lease are designed to meet the minimum requirements of the Authority. They are not designed as a recommended insurance program for the Lessee. The Lessee alone shall be responsible for the sufficiency of its own insurance program. Should the Lessee have any question concerning its exposures to loss under this Lease or the possible insurance coverage needed therefore, it should seek professional assistance.

       J. The Authority and its tenants may continue to operate their businesses on the

       Authority's premises during the activities of the Lessee. No property used in connection with their activities may be considered by the Lessee's insurance company as being in the care, custody, or control of the Lessee.

       K, 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, the Lessee shall be fully responsible for the deductible, self-insured retention, self­ insured amount or any other amounts not payable by the Lessee's insurers.

       1. 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.

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

       3. If the Lessee fails to provide or maintain the insurance coverage required in this

       
       

       

       01118487•1S Page 15 of 39

       
       

       

       Lease at any time during the term of the Lease, the Authority may terminate or suspend this Lease, if such failure is not cured within fifteen (15) days after the Authority's written notice.

       0. 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.

       
       

       1. SPECIFIC INSURANCE COVERAGES AND LIMITS:

          1. All requirements in this Subsection 24.P. must be complied with in full by the 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. Notwithstanding the foregoing, the wording of all policies, forms, and endorsements must be acceptable to the Authority.

             • 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 Employer's Liability

               Florida Statutory Requirements

               $1,000,000.00 Limit Each Accident

               $1,000,000.00 Limit Disease Aggregate

               $1,000,000.00 Limit Disease Each Employee

               
               

               
               

               0111&487-15

               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).

               Page 16 of 39

               
               

               

             • 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 laws.

               
               

             • Maritime Coverage Endorsement (Jones Act) - When Operations are to be performed upon navigable wate1ways 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 laws, providing remedy for damage or injury in the course of employment.

               
               

             • Commercial General Liability Insurance must be maintained by the 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. Limits of coverage are not be less than:

               
               

               Bodily Injury &

               Property Damage Liability

               $2,000,000.00 Combined Single Limit each

               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 the 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 Limit Each Accident

               $1,000,000.00 Limit Each Accident

               
               

               
               

               

               01113487-15 Page 17 of 39

               
               

               

               or

               Bodily Injury &

               Property Damage Liability $1,000,000.00 Combined Single Limit Each

               Accident

               
               

               If the Lessee does not own automobiles, the Lessee's Commercial General Liability policy referenced in Paragraph 2.02.02 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.

               
               

       2. Accident Reports. The Lessee shall immediately notify the Authority of any accidents involving the Lessee's staff, vehicles, or equipment that occur while the Lessee is pe1forming services under this Lease and result in personal injuries or 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 rep01t 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.

       
       

   25. INDEMNIFICATION. Regardless of whether or not there is any applicable insurance, Lessee shall release, indemnify, defend, and hold harmless the Authority and its Port Authority members, officers, agents and employees (collectively "Authority Indemnitee"), from all fines, taxes, assessments, penalties, claims, snits, actions, obligations, charges, demands, losses, damages, liabilities, remediation and response expenses, costs, expenses (including, without limitation, reasonable attorneys' fees, engineering fees and the costs and expense of appellate action, if any) (collectively, "Claims"), and causes of action of every kind or character whatsoever, whether in law or

       

       01118487-15 Page 18 of 39

       
       

       

       equity, in connection with any loss of life, bodily or personal injury, violation of Environmental Laws (including, without limitation, those matters described in the paragraph of this Lease entitled "Environmental Matters" of this Lease), or damage to or loss of property arising out of or relating to:

       1. any occurrence in, upon, at, or about the Demised Premises, improvements, or any part thereof occasioned or 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, licensee, invitees, or by any other person entering the Demised Premises under express or implied invitation of Lessee ("Lessee and Others"), or (2) the Lessee and Others' use of the Demised Premises or improvements, or (3) the Lessee and Others' operation at Port Manatee, except to the extent that any such loss or damage is caused in whole or in part by the negligence or willful misconduct of the Authority Indemnitee. The Authority will not be liable or responsible for any loss or damage to any property or the death of or injury to any person occasioned by theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition of other governmental body or authority (other than Authority), by other Port tenants or by any other matter beyond the control of the Authority. Lessee's obligations under this paragraph are not limited in amount, and specifically are not limited to the amount of any insurance. The indemnification set forth in this Lease must survive and continue in full force and effect and may not be terminated, discharged or released in whole or in pmt for a period of six (6) years after the date of termination or expiration of this Lease.

          
          

   26. GOVERNMENTAL IMMUNITY. Nothing in this Lease is intended to serve as a waiver of sovereign immunity by Autl1ority or may be construed as consent by Authority to be sued by third patties in any matter m'ising out of this Lease. Authority agrees to be fully responsible for the acts and omissions of its agents and employees to the extent permitted by law.

       
       

   27. 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 the 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 the Lessee pursuant to the provisions of this Lease then and in that event, the Lessee shall 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

       
       

       

       01118487-15 Page 19 of 39

       
       

       

       inclnde the exchange of information between the Lessee and the Authority, or arranging for a separate entrance to certain facilities at Port Manatee. The 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 the Lessee, then and in that event, the Lessee shall take all reasonable action consistent with its requirements 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 the Lessee or the Authority, or to limit the lawful rights of any labor organization representing said employees.

       
       

   28. RELATIONSHIP BETWEEN THE PARTIES. The Authority is not exercising any dominion, control or supervision over the activities and operations of the 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.

       
       

   29. ASSIGNMENT OR SUBLETTING. This 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 the Lessee without the express written approval of the Authority. The Authority will not arbitrarily 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 delay or refuse to permit subletting providing that the Lessee always remains liable to the Authority for carrying out the terms and conditions of this Lease and further providing that the 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. The 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. The Parties recognize that storage of a Lessee's Customer's product on the Demised Premises does not, in itself, constitute a sublease; however any

       
       

       

       0111&487-15 Page 20 of 39

       
       

       

       attempt to transfer or share the Lessee's responsibilities under this Lease would constitute sublease and require Authority approval.

       
       

   30. LESSEE REPRESENTATIONS. The 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 that:

       
       

       1. Lessee represents and warrants to the Authority that to its actual and constructive knowledge: 1) neither Lessee nor any person(s) who, in the aggregate or individually, directly or indirectly own 50% or more of the Lessee, is 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 person(s) who, in the aggregate or individually, directly or indirectly own 50% or more of the 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 any person(s) who, in the aggregate or individually, directly or indirectly own 50% or more of the Lessee, or guarantor of all or any part of the Lessee's obligations under this Lease are acting on behalf of a government or have been in the past five 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 will 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 related to this Lease, Lessee has not violated and will not violate the Foreign Corrupt Practices Acts, directly or indirectly in the performance of this Lease. 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.

       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

       
       

       01118487-15 Page 21 of 39

       
       

       

       convicted vendor list, in accordance with section 287.133 of the Florida Statutes as may be amended, Lessee shall make prompt disclosnre of such non-compliance to the Authority.

       
       

   31. LESSEE'S COMPLIANCE. Lessee shall comply with all applicable laws, and shall promptly comply with all governmental orders and directives for the correction, prevention, and abatement of any violation of applicable laws, 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 term of this Lease, will comply with all applicable laws. 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 laws. During the term of this Lease, Lessee shall, at its sole cost and expense, make any modifications to the Demised Premises that may be required pursuant to any then current laws.

       
       

       To the extent the Lessee receives any notices of violations of any permit or applicable law 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"), the Lessee shall promptly respond to the Citation. The Lessee shall provide notice and a copy of each Citation to the Authority promptly after the Citation is received by the Lessee. Thereafter, the Lessee shall keep the Authority informed on the ongoing status of the Lessee's efforts to address the Citation, and the Lessee shall provide notice to the Authority when the Citation has been satisfactorily resolved. The Lessee shall pay all costs of investigating and responding to a Citation, all costs of correcting deficiencies and achieving compliance with applicable laws, and all fines assessed as a result of tl1e Lessee's non-compliance.

       
       

   32. EMINENT DOMAIN. If during the term of this Lease there is any taking of any portion of the Demised Premises by eminent domain or condemnation that materially affects the demised property for the development, construction or operation of the Lessee, in accordance with the paragraph of this Lease entitled "Purpose" of this Lease, in the Lessee's reasonable determination, the Lessee may terminate this Lease, whereupon the Parties will be relieved from further liability under this Lease. Prior to any termination of this Lease, the Authority will endeavor to provide facilities and acreage

       
       

       

       01118487-15 Page 22 of 39

       
       

       

       equivalent in size, value, and utility to the portion of the Demised Premises taken by eminent domain or condemnation. If Lessee does not terminate this Lease following the occurrence of a taking, then this Lease shall remain in effect with respect to the portion of the Demised Premises not taken, and the rent and other amounts payable under this Lease for the remainder of the term shall be reduced on a just and proportionate basis having due regard for the relative value and acreage of the portion of the Demised Premises taken by the condemn or as compared to the remainder thereof and taking into consideration the extent, if any, to which Lessee's use of the remainder of the Demised Premises shall have been impaired or interfered with by reason of the taking.

       
       

       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. The Lessee will be entitled to any compensation awarded for any taking, whether for the whole or a portion of the Demised Premises, for the 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.

       
       

   33. EVENTS OF DEFAULT. Any of the following events constitute an "Event of Default" of this Lease by Lessee:

       1. If Lessee abandons or vacates the Demised Premises for a period in excess of sixty (60)

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

       2. If the Rent, fees, charges, or other payments which Lessee agrees to pay or is obligated to pay hereunder are not received by the Authority within ten (10) business days after receipt of written notice of non-payment from the Authority; or

       3. If Lessee fails to observe, keep, or perform any of the terms, covenants, agreements, or

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

          

       4. If Lessee transfers substantial control of Lessee's assets or Lessee's business operations or activity to any other entity withont prior written consent of the Authority; or

          
          

          01118487-15 Page 23 of 39

          
          

          

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

       6. If Lessee is adjudicated bankrupt; or

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

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

       9. By or pursuant to, or under authority of any legislative act, resolution or rule or any order or decree of any court or governmental board, agency or officer having jurisdiction, a receiver, trustee, or liquidator must take possession or control of all or substantially all of the property of Lessee, and such possession or control continues in effect for a period of thirty (30) calendar days; or

       10. Any business is conducted, or service is performed, or product is sold from the Demised

           Premises that violates the terms of this Lease, and such activity does not cease within ten (I 0)

           calendar days after receipt of written notice from the Authority to that effect; or

       11. If Lessee uses or permits the use of the Demised Premises in violation of any law, rule, or regulation and such activity does not cease within ten (I 0) calendar days after receipt of written notice to that effect; however, if the violation poses a material and imminent threat to the health, safety and welfare of the public or public property, then such activity mnst cease immediately after receipt of written notice (via email) to that effect; or

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

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

       14. If Lessee's interest under this Lease is being modified or altered by any unauthorized

       
       

       

       01118487-15 Page 24 of 39

       
       

       

       assignment or unanthorized subletting, or by operation oflaw; or

       0. 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 virtne of, or under authority of, any legal proceeding; or

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

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

       3. Upon placement of the Lessee on the convicted vendorlist, pursuant to section 287.133,

          Florida Statutes, as may be amended, or

       4. Upon the Lessee's violating the Foreign Corrupt Practices Acts, or

       5. If Lessee as a result of a jury verdict, nonjury trial, entry of a plea of guilty or nolo contendere where the illegal condnct 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 pnblic 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.

       6. If (1) any of Lessee's officers, directors, executives, partners, or a shareholders, employees or agents, who are active in the management of Lessee, is found guilty or convicted of illegal conduct or activity (with or without an adjudication of guilt) as a result of a jury verdict, nonjmy 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

       
       

       

       01118487-15 Page 25 of 39

       
       

       

       offend the community or ridicule public morals or decency or harm the image of Authority by virtue of its association with Lessee or (iii) results in a felony conviction, and (2) Lessee fails to promptly and reasonably address this matter, which may include disciplinary actions, resignation or termination of tl1e offending person.

       
       

       Then upon the occurrence of any Event of Default, or at any time thereafter during the continuance of the Event of Default, Authority, hy its Board, may, at its option, immediately terminate this Lease, and all rights of Lessee under this Lease. Authority shall provide Lessee with notice of the effective termination date in writing. In the event of any such termination, Lessee and its sublessee(s) shall immediately quit and surrender the Demised Premises to Authority and shall cease operations. In the event of any termination by Authority, Lessee has no further rights under this Lease and further covenants and agrees to yield and deliver peaceably and promptly to Authority, possession of the Demised Premises on the date of cessation of the letting, whether such cessation be by termination, expiration, or otherwise. Authority, its agents, employees, and representatives has the right to enter the Demised Premises and remove all property, and to accelerate and declare immediately due and payable all unpaid rents, minimum guaranteed payments, and other sums required to be paid under this Lease. In addition, Lessee is liable for all damages incurred by Authority in connection with Lessee's default or the termination of this Lease upon such an Event of Default, including without limitation, all direct damages, such as collection costs and reasonable attorney's fees, as well as indirect, consequential, and all other damages whatsoever. The exercise by Authority of any right of termination will be without prejudice to and in addition to every other remedy at law or in equity. No remedy in this Lease conferred upon or reserved to Authority is intended to be exclusive of any other remedy in this Lease provided or otherwise available, and each and every remedy will be cumulative.

       
       

   34. HABITUAL DEFAULT. Notwithstanding the foregoing, in the event Lessee defaults in the performance of or breaches any of the terms, covenants and conditions required in this Lease to be kept and performed by Lessee two (2) or more times in two (2) consecutive months, and regardless of whether Lessee has cured each individual condition of breach or default, Lessee may be determined by Authority to be a "habitual violator." At the time that such determination is made, 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 there will be no further notice or grace periods

       
       

       

       01118487•15 Page 26 of 39

       
       

       

       to correct any subsequent breaches or defaults and that any subsequent breaches or defaults, of whatever nature, taken with all previous breaches and defaults, will be considered cumulative and collectively, constitute a condition of non-curable default and grounds for immediate termination of this Lease. In the event of any such subsequent breach or default, Authority may terminate this Lease. Authority shall provide written notice to Lessee of the effective termination date.

       
       

   35. [INTENTIONALLY OMITTED.]

       
       

   36. 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 triple the Rent payable commencing 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 term of this Lease and will not be deemed to be a renewal of the Lease term by operation of law or otherwise.

       
       

   37. 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, Authority is irrevocably authorized, at its option, to terminate this Lease. 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 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.

       
       

   38. FORCE MAJEURE AND ABATEMENT OF PAYMENTS.

       1. Acts, events, incidents or occurrences which would constitute a breach or default by the 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 happen or occur through no action, fault, inaction, negligence or other conduct by the Lessee, its agents, contractors, employees, invitees, licensees, servants, or subcontractors will not be deemed a breach or default by the Lessee of this Lease. Except to the extent set forth below, the provisions of this paragraph will not apply

          
          

          

          01118487-15 Page 27 of 39

          
          

          
          

          

          

          to acts, events, incidents or occurrences caused by business events, economic factors or market conditions affecting or impacting upon the Lessee or the activities and operations of the Lessee upon the Demised Premises. The Lessee shall immediately take every reasonable effort or step to cure, remove or restore the conditions caused by any such event, to the extent required by paragraph 15 of this Lease entitled "Maintenance,"so that the activities, facilities and operations of the Lessee upon the Demised Premises are in a good, safe, and tenantable condition. 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.

       2. Ifa special event of force majeure occurs, the Parties shall confer and agree upon the extent

       thereof, methods of facilitation or removing such event and possible modifications to this Lease (including abatements of rent and reductions of payment obligations following such event). If said matters are not agreed upon in writing within ninety (90) days after the date of such event, the Lessee will have the right to terminate this Lease without penalty upon the Lessee giving the Authority written notice of said termination.

       
       

   39. 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 the 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, will promptly comply with said requirements. If the activities and operations of the Lessee at Port Manatee pursuant to the provisions of this Lease result in a determination by the Federal Maritime Commission that the Lessee is a marine terminal operator and if the charges, fees, rates and other income received by the Lessee from others in connection with the activities and operations of the Lessee as a marine terminal operator are subject to

       
       

       01118487-lS Page 28 of 39

       
       

       

       approval or filing requirements under federal laws or regulations administered by the Federal Maritime Commission, the 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.

       
       

   40. 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 the Lessee transmitted by the 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 the Lessee, the Authority shall immediately notify the Lessee of said reqnest; however, in no event will the Authority delay production of the public records in order to provide notice to the Lessee. The Authority will comply with said request to the extent required by law, unless the Lessee institutes an appropriate legal proceeding or suit against the Authority and/or the third person to restrain or otherwise prevent the pa1ticular 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.

       
       

       The Lessee fmther 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 the 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

       
       

       01118487-15 Page 29 of 39

       
       

       

       may be necessary, reports, etc.; subcontracts; and all vendor invoices. The Lessee agrees, to the extent required by law, to:

       I) keep and maintain public records that ordinarily and necessarily would be required by the public

       agency in pe1forming the services of the Lease;

2. provide the public with access to the public records under the same terms and conditions that the Authority wonld 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, atno cost, to the Authority, all public records in possession of the 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, the 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. The 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 the Lessee's response to each request. The Lessee understands and agrees that failure to provide access to the public records after receiving a request for records in accordance with Chapter 119 of the Florida Statutes and a corresponding civil action being brought will be a material breach of the Lease and grounds for termination.

IF THE LESSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE LESSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE AUTHORITY AT (941) 722-6621.

1. 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:

   
   

   

   0111&487-15 Page 30of 39

   
   

   • If to Lessee:

     
     

     Copy to:

     
     

   • If to Authority

     
     

     Address:

     
     

     Telephone: Facsimile: Email:

     
     

     Address:

     
     

     Telephone: Facsimile: Email:

     
     

     Address:

     
     

     Telephone: Facsimile: Email:

     
     

     Copy to:

     
     

     Telephone: Facsimile: Email:

     Kinder Morgan Port Manatee Terminal LLC Attention: President - Terminals

     

     1001 Louisiana St, Suite 1000

     Houston, TX 77002

     (713) 369-8753

     (713) 369-9410

     john_schlosser@kindermorgan.com

     
     

     Kinder Morgan Port Manatee Terminal LLC Attention: Terminals - Legal

     1001 Louisiana St, Suite 1000

     Houston, TX 77002

     (713) 420-2081

     (713) 369-9410

     jolm_mccrory@kindermorgan.com

     
     

     Manatee County Port Authority. Attention: Executive Director 300 Tampa Bay Way, Suite One Palmetto, Florida 34221

     (941) 722-6621

     (941) 729-1463

     cbuqueras@portmanatee.com

     
     

     Port Counsel

     Lewis, Longman & Walker, P.A.

     100 Second Avenue South, Suite 501-S St. Petersburg, Florida 33701

     (727) 245-0820

     (727) 290-4057

     jcowan@llw-law.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.

     
     

2. CONTROLLING LAW. The enforcement of this Lease and the interpretation of the provisions of the Lease are controlled and governed by the laws of the State of Florida. Any action or proceeding brought by the Lessee against the Authority for the enforcement of this Lease or the interpretation of the provisions of this Lease will be brought in a court of applicable jurisdiction in the State of Florida and the venue for any such action or proceeding will be in Manatee County, Florida, unless the default

   01118487-15 Page 31 of 39

   

   
   

   implicates or involves a federal statute, regulation, order or permit in which case venue will be in the federal conrts 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 natnre 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 ofleaving 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.

   
   

3. AMENDMENTS. This Lease may not be modified, amended, or altered except by a written document executed by Authority and Lessee.

   
   

4. 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.

   
   

   

   01118487-15 Page 32 of 39

   
   

   

5. NO THIRD PARTY BENEFICIARIES. Neither Authority nor Lessee intends to benefit a third party directly or indirectly by this Lease. Therefore, 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 Parties.

   
   

6. 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," "Termt "l1nprovements," and "Maintenance."

   
   

7. 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.

   
   

8. 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

   
   

   

   01118487-lS Page 33 of 39

   
   

   

   and that the governing body of each of the Parties has authorized the execution of this Lease in the manner set forth below.

   
   

9. COUNTERPARTS; SIGNATURES. This Lease will become effective upon its execution 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. Signatures may be given via facsimile or e-mail transmission and will be deemed given as of the date and time of the transmission of this Lease to the other party.

   
   

10. 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.

[Remainder of this Page Intentionally Blank; Signature Pages Follow]

01118487-15 Page 34 of 39

.

1J i '

&'f L

IN WITNESS WHEREOF, the Parties have caused this Port Manatee and Kinder Morgan Lease to he dnly executed in duplicate this the_ day of 2019 to be effective on the

Effective Date..

ATTEST: ANGELINA "ANGEL" COLONNESO

Clerk of Circuit Court

By: _

MANATEE COUNTY PORT AUTHORITY

By ­

Chairman

PORT AUTHORITY

WITNESSES: KINDER MORGAN PORT MANATEE TERMINAL LLC

,;11 ii

/

Title: /!f I I'(

"LESSEE"

01118487-15 Page 35 of 39

EXHIBIT A

Land

KINDER MORGAN LEGAL DESCRIPTIONS 5.01 ACRES

KINDER MORGAN WAREHOUSE 2

Commence at the S.E. corner of Section I, Township 33 South, Range 17 East, Manatee County, Florida; thence North along the East line of said Section I, a distance of 1888.56 feet; thence West along the centerline of a road - port station 7 + 52 N, a distance of 3464.23 feet to station equation O + 00 East and 10 + 00 West; thence continue West along said centerline 325.63 feet; thence North 130.94 feet for a Point-of-Beginning; thence West 157.0 feet; thence North

42.00 feet; thence West 55.00 feet; thence North 104.41 feet; thence East 212.00 feet; thence South

182.41 feet to the Point of Beginning, Containing 0.83 Acres more or Jess.

TRUCK AND RAILCAR DUMP SHED AREA

Commence at the S.E. comer of Section I, Township 33 South, Range 17 East, Manatee County, Florida; thence North along the East line of said Section I, a distance of 1888.56 feet; thence West along the centerline of a road - port station 7 + 52 N, a distance of 3464.23 feet to station equation O + 00 East and JO+ 00 West; thence continue West along said centerline 367.63 feet; thence North 15.26 feet for a Point-of-Beginning; thence N 73° 50'57" W, a distance of l04.01 feet; thence North 23.23 feet; thence West 226.19 feet; thence North 38.50 feet; thence East 326.10 feet; thence South 90.66 feet to Point-of-Beginning.

Containing 0.37 Acres more or Jess,

BUILDING LOCATED AT BERTHS 6 & 7

Commence at the S.E. corner of Section 1, Township 33 South, Range 17 East, Manatee County, Florida; thence North along the East line of said Section 1, a distance of 1888.56 feet; thence West along the centerline of a road - port station 7 + 52 N, a distance of 3464.23 feet to station equation O + 00 East and 10 + 00 West; thence continue along said centerline 316.31 feet; thence South 42.84 feet for a Point-of-Beginning; thence continue South 143.53 feet; thence West

807.63 feet; thence North 143.53 feet; thence East 807.63 feet to the Point-of-Beginning.

Containing 2.66 Acres more or less,

01118487+15 Page 36 of 40

BUILDING LOCATED AT BERTH #7

Commence at the S.E. corner of Section 1, Township 33 South, Range 17 East, Manatee County, Florida; thence North along the East line of said Section 1, a distance of 1888.56 feet; thence West along the centerline of a road - port station 7 + 52 N, a distance of 3429.56 feet; thence South 52.96 feet for a Point-of Beginning; thence continue South 182.19 feet; thence West

278.82 feet; thence North 150.19 feet; thence East 19.86 feet; thence West 287.82 feet; thence North 150.19 feet; thence East 19.86 feet; thence North 32.00 feet; thence East 258.96 feet to the Point of Beginning.

Containing 1.15 Acres more or less.

01118487-15

Page 37 of 40

EXHIBITB

Description of Improvements.

0111&487-15

Page 38 of 40

EXHIBIT C

September 19, 2019

AGENDA ITEM 5.: SECOND AMENDMENT TO PORT MANATEE LEGAL

SERVICES AGREEMENT

BACKGROUND:

On March 21, 2013, the Authority approved the legal services agreement between the Port Authority and Lewis, Longman & Walker, P.A. (LLW). On October 18, 2018, the First Amendment to the Agreement was approved increasing the hourly rate for all firm attorneys performing general counsel services. The Second Amendment expands the general lobbying services and agency representation and increases the fee from $30,000 annually to $42,000 annually.

ATTACHMENTS:

Second Amendment to Port Manatee Legal Services Agreement

COST AND FUNDING SOURCE:

Budgeted port revenues.

CONSEQUENCES IF DEFERRED:

Delay in approval of the Second Amendment

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute the Second Amendment to Port Manatee Legal Services Agreement between the Port Authority and Lewis, Longman & Walker, P.A.

01181469-1

SECOND AMENDMENT TO PORT MANATEE LEGAL SERVICES AGREEMENT

THIS SECOND AMENDMENT TO THE PORT MANATEE LEGAL SERVICES

AGREEMENT (hereinafter "Second 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 LEWIS, LONGMAN & WALKER , P.A., hereinafter referred to as the "Finn ."

WHEREAS, the Authority entered into the Port Manatee Legal Services Agreement ("Agreement ") on March 21, 2013, wherein the Firm was designated to continue as the Authority' s attorneys and perform all of the professional services customarily associated with being the attorneys or general counsel for a unit of local special purpose government (hereinafter the "Agreement "); and

WHEREAS , the Authority entered into the First Amendment to Port Manatee Legal Services Agreement ("First Amendment") on October 18, 2018 to modify the terms set forth in Section 3. A. of the Agreement; and

WHEREAS , the Parties have determined it is in both parties best interest to amend , modify, clarify, and supersede certain provisions of the Agreement and First Amendment with alternative terms as provided in this Second Amendment.

NOW THEREFORE , in consideration of the promises and mutual covenants contained in the Second Amendment, the Agreement and First Amendment are amended, modified, clarified , and superseded as follows:

1. Recitals: The above recitals are true and correct and incorporated by reference.

   
   

2. Modification: The Parties agree to modify the terms set forth in Section 3. D. of the Agreement as set forth below:

   D. Effective October 1, 2019, LLW will provide general lobbying services and agenc y representation and the budget will be $42,000 plus costs, which may be paid in monthly installments of $3,500 plus costs.

   
   

   01175002 -2

   The Executive Director or his/her designee(s) will be the Port' s primary point of contact for general lobbying services.

   General lobbying and agency representation services include :

   (I) monitoring legislative or executive initiatives which may affect the Port or its revenues, expenses, authority, status or other goals, objective or policies , and communicating such initiatives to the Port;

   1. advocating Port positions and priorities to the Legislature, Governor' s office, and executive agencies;

   2. providing detailed advice, analysis and research relating to issues of importance to the Port, and suggesting strategies for responding or reacting to threats, challenges or opportunities in the legislative or regulatory realm;

   3. helping the Port develop legislative and executive branch lobbying strategies, and implementing such strategies during each legislative session;

   4. advocating for legislative appropriations and other available state agency­ administered funding available to the Port, and assisting Port staff in the identification of new funding sources or opportunities; and

   5. providing periodic reports to the Port' s elected Commissioners, which may include presentations in person, or via phone or video conference;

   6. assisting port staff with issue resolution, which may include assisting in the drafting of proposed legislation, and arranging for port representation with state agencies involving port issues and projects.

   
   

   In addition to these general duties , the Firm understands that it shall place primary focus upon the following specific Port legislative priorities, which are adopted annually by the Port Authority. In performing its duties related to providing information and updates to the Port' s Authority members and professional staff, particularly during legislative sessions, the Firm shall employ methods of communication, including e-mails and telephone , designed to quickly convey important developments. In performing these duties , the Firm shall make every reasonable effort to deliver concise and up-to-date in formation, tailored where possible to information and formats the Port informs the Firm it would find most useful.

   
   

3. Savings Provision: Except for the modifications provided above, all other terms and conditions of the Agreement and First Amendment will remain in full force and effect unless subsequently amended in writing. Except to the extent amended and supplemented by this Second Amendment , the Agreement and First Amendment remain in full force and effect.

   
   

   01175002-2 2

   
   

4. Conflict: In the event of a conflict regarding the provisions set forth in Section 3. D. of the Agreement, and the provisions contained in Section 2 of this Second Amendment, the provisions set forth in the Agreement will prevail. In the event of a conflict between any other paragraphs within the Agreement, and this Second Amendment , the Agreement will prevail.

THE REMAINDER OF THIS PAGE JS LEFT BLANK INTENTIONALLY.

01175002 ·2 3

IN WITNESS WHEREOF, the Manatee County Port Authority caused this First Amendment to the Agreement to be signed and executed on its behalf by its Chairman, and fully attested by its Clerk, and Firm has executed this First Amendment to the Agreement, in duplicate on the 19th day of September, 2019.

MANATEE COUNTY PORT AUTHORITY COMMISSIONERS

ATTEST:

Angelina M. Colonneso Clerk of the Circuit Court

By ­

VANESSA BAUGH

CHAIRWOMAN

FIRM- LEWIS, LONGMAN & WALKER, P.A.

By: ti( ;J

Steven Lewis, Esquire Shareholder

01175002-2 4

September 19, 2019

AGENDA ITEM 6: CONTRACT AWARD FOR PAVEMENT IMPROVEMENTS

BACKGROUND:

On February 26, 2019, the Authority approved Terracon for engineering fees on the Port road improvement project. On August 26, 2019, a bid opening was held for the reconstruction/construction of and demolition of existing pavements. A base bid and several phases were submitted by two companies. Pepper Contracting Services, Inc. is the apparent lowest, responsive bidder. Total contract award in the amount of $3,719,788 includes the base bid and other phases as funding allows to be paid 50% each by FDOT and Port.

ATTACHMENT:

Engineers Recommendation of Award

COST AND FUNDING SOURCE:

$1,859,894 FDOT and $1,859,894 Port.

CONSEQUENCES IF DEFERRED:

Delay in project commencement

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to award the contract for pavement improvements to Pepper Contracting Services, Inc. in the amount of $3,719,788, and to authorize the Chairman to sign the contract including the construction documents, subject to Port counsel and FDOT review and approval.

lrerracan

Engineer's Recommendation of Award

Solicitation No.: ITB-8-1-2019/GI

Project Name: Port Manatee Pavement Improvements

Date: September 5, 2019

The following table is a summary of the bid respondents, and the detailed breakdown of the bid pricing is attached.

It is Terracon Consultants, Inc. recommendation that the Manatee County Port Authority initiate contract Negotiations with Pepper Contracting Services, Inc. for the "Port Manatee Pavement Improvements" project.

Sincerely,

JJ rh

Terracon Consultants, Inc.

Scott N. Parrish, P.E.

Senior Project Engineer

Attachments: Bid Tabulation

September 19, 2019

AGENDA ITEM 7.: EXECUTIVE DIRECTOR EVALUATION

POSTPONEMENT

BACKGROUND:

On February 15, 2018, the Authority entered into an Employment Agreement with Mr. Carlos Buqueras subsequently amended on June 12, 2018, by the First Amendment to Employment Agreement. The Employment Agreement provides for annual evaluations of the Director’s performance of his duties and responsibilities including all performance measures, goals and objectives established between the Authority and the Director which is to be conducted annually at a time not later than October of each year. Due to a scheduling conflict in October, request is to postpone the annual evaluation until the next regular Authority meeting held at Port Manatee. The Executive Director has no objection to the postponement.

ATTACHMENT:

N/A

COST AND FUNDING SOURCE:

N/A

CONSEQUENCES IF DEFERRED:

N/A

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve the postponement of the Executive Director’s October annual evaluation to the next regular Authority meeting held at Port Manatee.