A meeting of the Manatee County Port Authority will be held during a meeting of the Board of County Commissioners of Manatee County Tuesday, October 8, 2019, at 11 am, or as soon as is practicable, in the Patricia M. Glass Commission Chambers on the first floor of the County Administrative Center at 1112 Manatee Avenue West, Bradenton, Florida


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MANATEE COUNTY PORT AUTHORITY AGENDA

October 8, 2019 – 11 am


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


CALL TO ORDER

Public Comments


  1. Consent Agenda


  2. Barge Mooring Piles Installation Change Orders MCPA-CO-001 & MCPA-CO-002


  3. Memorandum of Agreement for Additional Dredging of Certain Berthing Areas


  4. Argos Cement LLC Memorandum of Lease Termination


  5. Carver Maritime, LLC Lease Amendment Three


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

October 8, 2019


  1. CONSENT AGENDA


    1. Notice of Port Authority Meetings Schedule


    2. Budget Resolution

October 8, 2019


CONSENT

AGENDA ITEM 1.A.: NOTICE OF PORT AUTHORITY MEETINGS SCHEDULE


BACKGROUND:


The Port Authority, as a special district, is required by Section 189.015 of the Florida Statutes to publish a schedule of the Authority’s regular meetings. The Authority annually adopts a Resolution scheduling its meetings for the fiscal year and has the Resolution published in the Bradenton Herald. It is now appropriate to adopt and publish Resolution PA-20-01, a schedule of the Port Authority’s meetings for fiscal year 2019-2020.


ATTACHMENT:


Resolution PA-20-01 giving notice of Authority meetings.


COST AND FUNDING SOURCE:


N/A.


CONSEQUENCES IF DEFERRED:


Delay in complying with Section 189.015 of the Florida Statutes.


LEGAL COUNSEL REVIEW: Yes


RECOMMENDATION:


Move to adopt Resolution PA-20-01 and instruct the Executive Director of the Port Authority to cause of a copy of said resolution to be published in the Bradenton Herald, in accordance with the requirements of section 189.015, of the Florida Statutes.

RESOLUTION PA-20-01


RESOLUTION OF THE MANATEE COUNTY PORT AUTHORITY GIVING NOTICE OF MEETINGS THEREOF.


BE IT RESOLVED by the Manatee County Port Authority that:


  1. Regular meetings of said Port Authority shall be scheduled for the 3rd Thursday of each month, except for June and July, beginning at 9 a.m., or as soon thereafter as same may be commenced, in the meeting room on the 3rd floor of the Port Manatee Intermodal Center, 1905 Intermodal Circle, Palmetto, Florida, located at the intersection of South Dock Street and Reeder Road at Port Manatee, north of Palmetto, Florida on U.S. Highway 41. During the month of June and July, there shall be no regular meeting of said Port Authority.


  2. Meetings of said Port Authority shall be scheduled for each Tuesday beginning at 9 a.m., or as soon thereafter as same may be commenced, in County Commission chambers on the 1st floor of the Manatee County Administrative Center, 1112 Manatee Avenue West, Bradenton, Florida, during each regularly scheduled Tuesday meeting of the Board of County Commissioners of Manatee County, Florida.


  3. Special meetings of said Port Authority may be scheduled to be held in the meeting room on the 3rd floor of the Port Manatee Intermodal Center, 1905 Intermodal Circle, Palmetto, Florida, located at the intersection of South Dock Street and Reeder Road at Port Manatee, north of Palmetto, Florida on U.S. Highway 41; in County Commission chambers on 1st floor of the Manatee County Administrative Center, 1112 Manatee Avenue West, Bradenton, Florida; or any other accessible public facility in Manatee County, Florida as determined from time to time by the Port Authority and publicly announced.


  4. Said Port Authority may consider and take action on any matter at a meeting of said Port Authority, including, but not limited to, matters listed on the agenda for a Port Authority meeting if such change in the schedule of the agenda in the discretion of the Chairman will expedite the business of the Port Authority.


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


  6. A copy of this resolution shall be published once in the Bradenton Herald, a newspaper of general paid circulation in Manatee County, Florida, in the section where legal notices and classified advertisements appear.


  7. Resolution PA-19-01 adopted October 18, 2018, giving notice of meetings of said Port Authority is hereby canceled.

ADOPTED with a quorum present and voting this the 8th day of October, 2019. ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT


By:

Chairman

October 8, 2019


CONSENT

AGENDA ITEM 1.B: BUDGET RESOLUTION BACKGROUND:

This resolution budgets for the following capital improvement projects:



ATTACHMENT:


Budget Resolution PA-20-02.


COST AND FUNDING SOURCE:


Budgets $1,380,051 of FDOT grant proceeds, $460,017 SIB loan, and $554,000 Port cash


CONSEQUENCES IF DEFERRED:


Delay in budget allocations and commencement of maintenance dredging


LEGAL COUNSEL REVIEW: N/A


RECOMMENDATION:


Move to adopt Budget Resolution PA-20-02.

RESOLUTION PA-20-02 AMENDING THE ANNUAL BUDGET

FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2019-2020


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


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


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


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


NOW, THEREFORE, BE IT RESOLVED by the Manatee County Port Authority that the 2019-2020 budget is hereby amended in accordance with Section 129.06, Florida Statutes as described on the attached summary and specified in the budget adjustment batch files which are listed below:


Item No.

Batch ID No.

Reference No.

1

BAALA0819A/B

BU19000551

2

BAALA0819A/B

BU19000552

3

BAALA0819A/B

BU19000553


ADOPTED with a quorum present and voting this the 8th day of October, 2019.


ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT


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By:

BUDGET ADMENDMENT RESOLUTION NO. PA-20-02 AGENDA DATE: October 08, 2019


  1. Fund: FDOT – 75% SIB Loan – 25%


    Section: Berth 6 Improvements


    Description: Budgets $1,840,068 for the Berth 6 Improvements.


    Batch ID: BAALA0819A/B Reference: BU19000551


  2. Fund: Port Cash


    Section: Maintenance Dredging


    Description: Budgets $530,000 for maintenance dredging of port berthing areas. Batch ID: BAALA0819A/B Reference: BU19000552


  3. Fund: Port Cash


    Section: Barge Mooring Pilings


    Description: Budgets $24,000 for an increase to the barge mooring facility. Batch ID: BAALA0819A/B Reference: BU19000553

    October 8, 2019


    AGENDA ITEM 2.: BARGE MOORING PILES INSTALLATION

    CHANGE ORDERS MCPA-CO-001 & MCPA-CO-002

    BACKGROUND:


    On July 23, 2019, the Authority approved the contract between the Manatee County Port Authority and Infrastructure & Industrial Constructors (ICON) in the amount of $210,000 for all necessary labor, equipment and materials of fourteen (14) bare steel pipe piles installation. The original contract price included sales tax for the purchase of construction materials. Change Order MCPA-CO-001 allows the Port Authority to take advantage of provisions of Section 212.08(6), Florida Statutes and Rule 12-A-1.094, Florida Administrative Code, to pay for materials directly thus allowing sales tax cost savings in the amount of $3,602.95. Change Order No. MCPA-CO-002 is submitted for the addition of 2’ mounted tire standoff to meet the requirements of the USACE permit. The net increase of the change orders and the direct material purchase is $23,432.33.


    ATTACHMENT:

    1. Change Order No. MCPA-CO-001 to the ICON contract for sales tax savings – decrease PO $55,073.73.

    2. Purchase order in amount of $51,470.78 to Nucor Skyline Steel LLC reflecting the direct purchase of construction-related materials.

    3. Change Order No. MCPA-CO-002 to the ICON contract for tire installations per USACE permit – increase PO $27,035.28.


COST AND FUNDING SOURCE:


Net increase of port cash in the amount of $23,432.33.


CONSEQUENCES IF DEFERRED:


Loss of sales tax savings and delay in project commencement per the permit requirement

LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

Move to approve both Change Order No. MCPA-CO-001 and Change Order No. MCPA- CO-002 to the contract between the Manatee County Port Authority and Infrastructure & Industrial Constructors for barge mooring piles to provide for sales tax savings and for the installation of tires per USACE permit requirement for a net decrease of $28,038.45; and approve the issuance of a purchase order to Nucor Skyline Steel LLC in the amount of

$51,470.78 for the direct purchase of construction materials.


01188985-1

■ ■


A'-'THEART


9280 Bay Plaza Bl vd, Suit e 726

Ta mp a, FL 33619 81 3-51 2-8642

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Manatee County Port Authority

300 Tampa Bay Way Palmetto, FL 34221

25 September 2019 No.: MCPA-CO-001

Attention: George Isiminger, Senior Director of Planning, Engineering and Environmental Affairs

Subject: Request for Change Order - Owner Direct Purchase of Pipe Pile

Re: Proposed Cost


Dear Mr. Isiminger,


Infrastructure and Industrial Constructors SOUTHEAST ("IICON") is pleased to submit this request for budget changes to implement the tax savings available to Port Manatee by utilizing Owner Direct Purchasing of the pipe piles for the reference project.


The requested deductive change reflects removing the pipe piles and associated taxes from the project as discussed in the Preconstruction Meeting on September 20, 2019. This change results in a $55,073.73 deduction from the project budget.


The new Contract Value as a result of this Change Order is $154,926.27.


Sincerely,

Infrastructure & Industrial Constructors SOUTHEAST


Di gitally signed by Ashley L Miller, PE

DN: C=US,

AshleyL Miller PEE=am iller @ cii on s ou lheas t.com,

, O=" i+ iconSOUTHE AST, LLC",

OU="i+iconSOUTHEAST, LLC",

CN="Ashley L Miller, PE"

Dale: 2019.09.25 16:10:48-04'00'


Ashley Miller Project Manager


Via: Cc:

Electronic Mail Delivery

M. Chmara, IICON

G. Thornton, IICON C Butz, IICON

E@RT

Manatee

OWNER DIRECT PURCHASE ORDER


n

ln lf m rruc l•Jf,:i &. ff•d vm ic 'image C c r. lr>..>e:tc'fs s,o J 1f· 113 CJ5-!


Manatee County Port Authority

300 Tampa Bay Way Palmetto, FL 34221

9280 Ba y Plaza Bl vd, Su it e 726

Ta mp a, FL 3361 9 8 I 3-51 2-8642


26 September 2019 No.: MCPA-CO-002

Attention: George Isiminger, Senior Director of Planning, Engineering and Environmental Affairs

Subject: Request for Change Order - Permit Required Pile Standoff Addition

Re: Proposed Cost


Dear Mr. Isiminger,


Infrastructure and Industrial Constructors SOUTHEAST ("IICON") is pleased to submit this request for the budget changes to the referenced project for the addition of the pile standoff as required in the USACE Permit issued for construction.


The requested additive change reflects the design addition of a 2' mounted tire standoff to meet the requirements of the USACE Permit issued for this project per the attached sketch. IICON is proposing to install ¾" mild steel, 48" diameter plates with a 24" diameter center hole at each pile location. The plates will be field fitted with gussets to the piling and welded in place. Tractor tires with a 24" Inner Diameter and a 6' Outer Diameter will be mounted on top of the plates.


The value of this work is $27,035.28. This pricing is presented on the assumption that this work can occur concurrent with pile installation and does not require an additional mobilization of crews or equipment.


Assuming the acceptance of MCPA-CO-001, with a contract deduction of the pipe pile value, the new Contract Value as a result of this Change Order (MCPA-CO-002) is $181,961.55.


Sincerely,

Infrastructure & Industrial Constructors SOUTHEAST

Digitallysigned by Ashley L

Miller, PE DN; C=US,

Ashley ,

L M'1ller PE E_=s_miller@iiconsoutheast.co,m

0="1+1conSOUTHEAST, LLC",

OU="i+lconSOUTHEAST, LLC",

CN="Ashley L Miller, PE"

Date: 2019.09.26 08:34:37--04'00'

Ashley Miller Project Engineer


Via: Cc:

Electronic Mail Delivery

M. Chmara, IICON

G. Thornton, IICON C Butz, IICON

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IN WITNESS WHEREOF, the Parties have caused this Lease Termination to be


duly executed in duplicate, this the _ th day of _ _

_ _ _

_ 2019, effective as of


October 9, 2019.


ATTEST: ANGELINA M. COLONNESO MANATEE

AUTHORITY Clerk of Circuit Court

COUNTY PORT


By : ­

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


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By: Vanessa Baugh

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Chairman AUTHORITY


Title: --"-- ::......::..:...,..::._; -=------"-:....::. ;

Page 2 of 3


Exhibit A


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01188581-2 Page 3 of 3

October 8, 2019


AGENDA ITEM 5.: CARVER MARITIME, LLC LEASE AMENDMENT THREE


BACKGROUND:


On August 16, 2018, the Authority approved the lease of 10 acres with Carver Maritime, LLC (Carver). On July 23, 2019, the Authority approved the Amendment One which included additional rent for the mooring of barges and on August 15, 2019, approved Amendment Two which corrected the term start and end dates for the mooring piles lease. Amendment Three increases the leased land 7 acres which was previously leased to Argos Cement LLC. The lease will be for four (4) years with three (3) 5-year options.


ATTACHMENT:


Port Manatee and Carver Maritime, LLC Lease Amendment Three


COST AND FUNDING SOURCE:


N/A.


CONSEQUENCES IF DEFERRED:


Delay in approving lease of additional acreage


LEGAL COUNSEL REVIEW: Yes


RECOMMENDATION:


Move to approve and authorize the Chairman, on behalf of the Port Authority, to execute the Port Manatee and Carver Maritime, LLC Lease Amendment Three increasing the total leased land of Carver by7 acres.

PORT MANATEE AND CARVER MARITIME, LLC LEASE AMENDMENT THREE


The terms and conditions of this Port Manatee and Carver Maritime, LLC Lease Amendment Three between Port Manatee and Carver Maritime, LLC (hereinafter “Amendment Three”), made and entered into by and between the MANATEE COUNTY PORT AUTHORITY, a political entity of the State of Florida, with its principal place of business located at Port Manatee, 300 Tampa Bay Way, Palmetto, Florida 34221, (hereinafter referred to as the “Authority”), and CARVER MARITIME, LLC, a limited liability company duly organized and existing under the laws of the State of New York and authorized to do business in the State of Florida, with a place of business located at 494 Western Turnpike Altamont, NY 12009, (hereinafter referred to as “Carver” or “Lessee”), (collectively hereinafter referred to as the “Parties”) for and in consideration of the mutual covenants herein contained and other good and valuable consideration, amend the Port Manatee and Carver Maritime, LLC Lease entered into by the Parties dated August 16, 2018 (hereinafter “Lease”), Port Manatee and Carver Maritime, LLC Lease Amendment One entered into by the Parties dated July 23, 2019 (hereinafter “Amendment One”), and Port Manatee and Carver Maritime, LLC Lease Amendment Two entered into by the Parties dated August 15, 2019 (hereinafter “Amendment Two”) and state as follows:

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

    (paragraph 5), Additional Lands/First Right of Refusal (paragraph 7), Improvements

    01159317-6 Page 1 of 21

    (paragraph 8), Improvement Removal and Land Restoration (paragraph 9), Existing Conditions (paragraph 11), Wharfage (paragraph 13), Minimum Annual Guaranteed Tonnage (paragraph 14), Conveyor System (paragraph 16), Maintenance (paragraph 18), and Lessee’s Insurance (paragraph 27).

  2. SCOPE. This Amendment Three is being entered into because the Additional Lands/First Refusal paragraph of the Lease provided the Lessee with a first right of refusal over the 7- acre Parcel (hereinafter defined below) and the Lessee has exercised such right. Specifically, the 7-acre Parcel (hereinafter defined below) was under Lease by another entity who decided not to renew its lease and to terminate its lease early. The Lessee exercised its first right of refusal and this Amendment Three provides the additional terms for the Lease of the 7-acre Parcel (hereinafter defined below). This Amendment Three is being entered into for the purpose of amending, modifying and superseding paragraphs 2, 3, 4, 5, 7, 8, 9, 11, 13, 14, 16, 18, and 27 of the Lease, Amendment One and Amendment Two. Except to the extent herein amended, all other provisions set forth in the Lease, Amendment One, and Amendment Two shall remain in full force and effect and binding upon the Authority and Carver. In entering into Amendment Three, the Parties acknowledge that in no way has the Authority waived any of its rights or claims it may have against Carver. Further, Parties acknowledge that Authority has provided Carver with and Carver has received an environmental assessment and all environmental reports of the demised premises set forth below in this Amendment Three that modifies the paragraph entitled Demised Premises (paragraph 2) of the Lease, Amendment One and Amendment Two.


    01159317-6 Page 2 of 21

  3. AMENDMENT. The Parties agree to amend, modify, and supersede paragraphs 2, 3, 4, 5, 7, 8, 9, 11, 13, 14, 16, 18, and 27 of the Lease, as follows:

  1. DEMISED PREMISES. The Authority does demise, let and rent unto the Lessee and the Lessee shall hire and take as tenant approximately 10 acres of real property located in Manatee County, Florida identified as a portion of Port Manatee, the legal description of which is attached and made a part of this Lease as Exhibit “A,” with the office trailer and conveyor defined in the paragraph of this Lease entitled “Conveyor System” located on said property, (hereinafter the “10- acre Parcel”), to have and to hold the same for the terms set forth below.


    The Authority does demise, let and rent unto the Lessee and the Lessee shall hire and take as tenant the Mooring Area which is defined as the south edge of the south end of the south channel and along the west edge of the south channel at the south end of Berth 14 as depicted and made part of this Lease as Exhibit “D” (referred to hereinafter as the “Mooring Area”), to have and to hold the same for the terms set forth below.


    The Authority does demise, let and rent unto the Lessee and the Lessee shall hire and take as tenant 7 acres of real property, the legal description and sketch of which is attached and made a part of this Lease as Exhibit “F”, with the grinding mill, office space, A-frame warehouse, silos, garage complex, metal storage building conveyance system and other structures located on said property, (hereinafter “7-acre Parcel”) to have and to hold the same for the terms set forth below. The Lessee acknowledges its receipt of Phase I Environmental Site Assessment prepared for Argos USA Port Manatee Facility by Montrose Environmental dated July 11, 2019 (Montrose Project Number 048RC-621059) (“Report”), that Lessee (or its agent) has taken the Report’s recommended remediation steps for the 7-acre Parcel and accepts the 7-acre Parcel in its current “As Is-Where Is” condition. As of the Effective Date, approximately 5 truckloads of material, that was removed from the shed on the 7-acre Parcel, is stacked on the 7 acre Parcel and in need of disposal. Lessee agree to properly disposed of removed material within 7 days from the Effective Date and provide a copy of the manifest demonstrating proper disposal to the Authority.


    01159317-6 Page 3 of 21

    The 10-acre Parcel, Mooring Area, and 7-acre Parcel described above will be collectively referred to as the “demised premises.” In accordance with the Master Plan, the Authority agrees, covenants and warrants the Lessee to peacefully occupy, have, use, hold and quietly enjoy the demised premises subject to the provisions of this Lease. The Lessee agrees to use the demised premises so as not to interfere with, interrupt, or impact the use or operation of any other tenant, user, or customer at Port Manatee. The demised premises are leased and accepted by Lessee in its current “As Is-Where Is” condition with 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.


  2. PURPOSE. The Lessee shall use the demised premises for the purpose of distributing, loading, processing, selling, stockpiling, storing and unloading cement, fly ash, clinker, gypsum, bauxite, fertilizer, crushed stone, slag, sand, gravel, lightweight aggregate, and any dry bulk, break bulk, or project/heavy lift cargo, approved by the Authority, consent of the Authority not to be unreasonably withheld. The Lessee shall also use the demised premises for constructing, installing and operating offices, maintenance shops, buildings, equipment, machinery, material handling systems, roadways and other related facilities, and such other customarily associated activities. The Lessee may moor up to ten (10) barges in the Mooring Area, in a single file manner along the south and west edges of the south channel at Berth 14, as depicted and made part of this Lease as Exhibit “E.” The Lessee agrees that its use of the Mooring Area will not interfere with or impede any dredging activities occurring in the south channel. Should dredging activities become necessary within or around the demised premises, Lessor shall give Lessee 30 days written notice of their intent to dredge to allow Lessor to move any moored barges that would interfere with said 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, which will not be unreasonably withheld. Notwithstanding the above, Lessee may moor its tugs that are incidental to Port Manatee operations in the Mooring Area. 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 that is now in force during the term of this Lease or which hereafter be in force. The Lessee will


    01159317-6 Page 4 of 21

    neither suffer nor commit any waste of the demised premises. The Lessee may not act or fail to act in a manner that would adversely affect the title of the Authority.


  3. TERM. The duration or term of this Lease for the 10-acre Parcel commences on October 1, 2018, and terminates in five (5) years on September 30, 2023 (“Initial Term”), unless otherwise extended as provided in this Lease. The term of this Lease may be extended for 3 five-year extensions. To extend the term, the Lessee must notify the Authority in writing no later than 60 days prior to the expiration of the then existing term of this Lease and the Authority consents to the extension.


    The duration or term of this Lease for the Mooring Area commences on August 1, 2019 and terminates in five (5) years on July 31, 2024. The term of the Mooring Area may be extended for one (1) five-year extension mutually agreeable to both Parties. At the end of the term of the Mooring Area, the Lessee is responsible for clearing the Mooring Area of all vessels. If any vessel, including but not limited to barges, remains in the Mooring Area after the expiration or termination of the term of the Mooring Area, it will result in a tenancy at will, in accordance with the paragraph of this Lease entitled “No Holding Over.”


    The duration or term of this Lease for the 7-acre Parcel commences on October 9, 2019 and terminates in four (4) years on September 30, 2023. The term of the 7-acre Parcel may be extended for three (3) 5-year options, upon written mutual agreement of the Parties. To extend the term, the Lessee must notify the Authority in writing no later than 60 days prior to the expiration of the then existing term of this Lease and the Authority consents to the extension.

  4. RENT. The Lessee shall pay to the Authority rent for the demised premises, payable monthly in advance together with any applicable Florida sales taxes on rent payable at the same time. The rent for the 10-acre Parcel is as follows:

    • Years 1-3: $2,600 per acre per month

    • Years 4-5: $3,600 per acre per month


      01159317-6 Page 5 of 21

      Should the Lessee exercise its option to extend the duration or term for the 10-acre Parcel as set forth in the paragraph of this Lease entitled “Term,” the annual rent for each year during the extended term(s) will be as follows:

    • Years 6-10: $4,417 per acre per month

    • Years 11-15: the amount of the increase will be determined by multiplying the annual rent by the percentage of change and 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 five (5) year lease period. The percentage change will be computed by comparing index figures published for the month closest to the Lease year anniversary date with the same month of the preceding fifth lease year. For example, if the Lease commencement date is October 1, 2018, the adjustment for the annual rental due on October 1, 2023 will be calculated by using the index published for the most recent month available prior to October 1, 2018 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 $4,417 per acre per month and will only increase in accordance with the above formula.

    • Years 16-20: The rent will be an amount equal to ten percent (10%) of the fair market value of the 10-acre Parcel as determined by the most recent appraisal obtained by the Authority of the fair market value of all of the real property at Port Manatee in accordance with the paragraph of this Lease entitled “Appraisals,” but will not exceed twenty-five percent (25%) of annual rent paid during the preceding five-year period.


      The rent for the Mooring Area is as follows:

    • Years 1-5: $3,500 per month flat fee

    • Years 6-10: CPI increase, maximum 3%, calculated in the beginning of year 6 and applicable throughout the term. Annual rent after year 5 must never

      01159317-6 Page 6 of 21

      be less than $3,500 per acre per month and will only increase in accordance with the above formula.

      The Port Manatee Tariff in effect will be assessed for all charges for dockage, wharfage, line handling, water, security and harbor master fees when any of the barges makes fast to any of the Port’s berths.


      The rent for the 7-acre Parcel is as follows:

    • There will be no rent due for the 7-acre Parcel from October 9, 2019 through March 31, 2020.

    • Beginning April 1, 2020 through September 30, 2023, the rental will be

      $2,600 per acre per month.

      Should the Lessee exercise its option to extend the duration or term for the 7-acre Parcel as set forth in the paragraph of this Lease entitled “Term,” the annual rent for each year during the extended term(s) will be as follows:

    • Years 5-7: $3,600 per acre per month

    • Years 8-10: $4,417 per acre per month

    • Years 11-15: the amount of the increase will be determined by multiplying the annual rent by the percentage of change and 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 five (5) year lease period. The percentage change will be computed by comparing index figures published for the month closest to the Lease year anniversary date with the same month of the preceding fifth lease year. For example, if the Lease commencement date is October 1, 2019, the adjustment for the annual rental due on October 1, 2024 will be calculated by using the index published for the most recent month available prior to October 1, 2019 and comparing it to the index published for the same month of the year 2024 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



      01159317-6 Page 7 of 21

      on an extended term must never be less than $4,417 per acre per month and will only increase in accordance with the above formula.

    • Years 16-19: The rent will be an amount equal to ten percent (10%) of the fair market value of the 7-acre Parcel as determined by the most recent appraisal obtained by the Authority of the fair market value of all of the real property at Port Manatee in accordance with the paragraph of this Lease entitled “Appraisals,” but will not exceed twenty-five percent (25%) of annual rent paid during the preceding five-year period.


  1. ADDITIONAL LANDS/FIRST RIGHT OF REFUSAL. As of October 9, 2019, this paragraph has been satisfied by the Parties and shall remain intentionally blank.


  2. 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 improvements prior to commencing the construction, demolition, and installation of the improvements upon the demised premises. The Authority shall make a determination of whether the plans and specifications evidence an improvement(s) consistent with the goals, master plan, and objectives of Port Manatee and do not conflict with any of the activities and facilities at Port Manatee in accordance with the following timeframes:

    • 5 business days (if no additional information is required) for any improvement under $50,000 in value that does involve building construction; if additional information is required, such request will be made within 5 business days and a determination will be made 5 business days after receipt of sufficient additional information.

    • 10 business days (if no additional information is required) for any improvement over $50,000 in value that does not involve building construction; if additional information is required, such request will be made within 10 business days and a determination will be made 10 business days after receipt of sufficient additional information.

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    • 20 business days (if no additional information is required) for any building construction proposed; if additional information is required, such request will be made within 20 business days and a determination will be made 20 business days after receipt of sufficient additional information.


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


      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 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 Indemnitee (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. Authority reserves the right to require Lessee to furnish a performance bond and an unconditional payment bond for the construction or installation of any approved improvements each equal to one hundred percent (100%) of the construction price, guaranteeing to Authority the completion and performance of the construction or installation, as well as full payment of all suppliers, material persons, laborers, or subcontractors performing services in


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      connection with the improvements. The Bonds shall be with a surety company which is qualified pursuant to the Authority standards for sureties’ on Authority construction projects.


      In an effort to expand its operations, Port Manatee agrees to install Mooring Facilities, which are fourteen (14) bare steel 45’ long, 24” diameter, ½” wall piles at 60’ spacing in lines along south and west sides to the north end of the mangroves, at 6’ water depth, extending 12’ above mean water level, with 25’ embedment along the south edge of the south end of the south channel and along the west edge of the south channel at the south end of Berth 12 as depicted in Exhibit “E.” In support of this improvement, Lessee shall pay the Authority a one-time payment of

      $50,000 for the improvement, by no later than the Port Authority’s award of a contract for construction of the Mooring Facilities within the Mooring Area. During the term of this Lease, Lessee shall be responsible for any and all maintenance and repair for the Mooring Facilities.


  3. IMPROVEMENT REMOVAL AND LAND RESTORATION. The Parties recognize that certain permanent improvements to be constructed, erected, or installed upon the demised premises may be of permanent benefit to the Authority upon the expiration of the term of this Lease. At least sixty (60) days prior to the expiration of the term of this Lease, the Authority shall notify the Lessee in writing of the extent and location of any such permanent improvements that the Authority wants to remain in existence subsequent to the expiration or termination of this Lease, the Lessee shall not take any action for the destruction or removal of those permanent improvements. Any such designated permanent improvements not destroyed or removed by the Lessee will be a part of the demised premises and becomes the property of and owned by the Authority upon the expiration or termination of this Lease. All other permanent improvements not designated by the Authority, together with all equipment, furnishings, furniture, machinery and other items of personal property, must be removed by the Lessee at no cost or expense to the Authority prior to the expiration or termination of this Lease and the demised premises, except the Mooring Area, must be cleared, cleaned and restored by the Lessee to at least the condition as existed upon the commencement of this Lease or as otherwise specified in the paragraph of this Lease entitled “Conveyor System” of this Lease.


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11. 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 as a part of the construction or installation of the 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, including the letter from Stantec regarding Aboveground Storage Tank Assessment Report dated January 17, 2018 and the letter from the Florida Department of Environmental Protection regard Site Rehabilitation Completion Order with Conditions dated September 24, 2014, and the Phase I Environmental Site Assessment prepared for Argos USA Port Manatee Facility by Montrose Environmental dated July 11, 2019 (Montrose Project Number 048RC-621059), were provided to Lessee during negotiations of this Lease.


  1. WHARFAGE. In accordance with Item 335 of the Port Manatee Tariff, the Lessee shall pay to the Authority wharfage (not non-waterborne freight) rates for each short ton (2,000 pounds), hereinafter referred to as “ton” or “tons,” of cargo exported, imported, transported, or otherwise passing through 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. During the first year of the 10-acre Parcel term of the Lease, Lessee will be exempt from paying wharfage for the importation of any equipment used for improvement to or operations of the demised premises.


  2. MINIMUM ANNUAL GUARANTEED TONNAGE. Regardless of the amount of short tons (2,000 pounds) of cargo actually shipped through Port Manatee by Lessee during the Initial Term or any extended term, Lessee guarantees that the following amount of short tons will be paid by Lessee to the Authority (“minimum annual guarantee” or “MAG”):

    • Year 1 – 0 short tons


    • Year 2 – 150,000 short tons

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    • Year 3-5 – 300,000 short tons each year


    • Year 6-10 - 400,000 short tons each year


    • Year 11+ - see below.


Any MAG shortfall will be at a blended wharfage rate of $.80 per short ton. With each renewal option, the MAG shortfall wharfage rate will be increased 4 percent. In the event the Authority, due to berth congestion, is unable to dock a vessel transporting the Lessee’s cargo on the day the cargo arrives at Port Manatee, then the Authority will adjust the MAG as defined in the paragraph of this Lease entitled “Force Majeure and Abatement of Payments” in this Lease.


Upon the expiration of each year of the term of this Lease, an accounting will be made as to the actual amount of wharfage charged by the Authority and paid by the Lessee for each particular year, and the Lessee shall pay within 30 days thereafter any difference remaining due between the amount of the wharfage actually paid and the amount of guaranteed wharfage for that particular year. In the event the Lessee elects to exercise its option to extend the term of this Lease set forth in the paragraph of this Lease entitled “Term,” the Parties shall negotiate the MAG for each extension period prior to commencement and the MAG must not be less than 400,000 short tons per year for any extended term(s).


16. CONVEYOR SYSTEM. A high-speed conveyor system is part of the 10-acre Parcel of the demised premises and the conveyor system includes a 1,440 foot-long conveyor with a 60-inch belt that can transfer aggregate materials at a rate of at least 2,000 tons per hour and up to 4,000 tons per hour (“Conveyor System”). As of the effective date of this Lease, the Conveyor System required repairs, including, but not limited to, the replacement of six new belts (which must be vulcanized), replacement of idlers (approximately 400) used to support the conveyor belt and the load carried on the belt, and repairs to the transfer points and conveyor drives. After the bid for the property was issued and prior to the effective date of this Lease, the Conveyor System unexpectedly suffered a minor amount of damage (“Minor Damage”), which is more particularly described in Exhibit C. Lessee agrees to obtain an itemized estimate for the repair of the Minor

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Damage (“Lessee’s Estimate”) and present it to the Authority for approval within ninety (90) days of the effective date of this Lease. Within fifteen (15) business days from the receipt of the Lessee’s Estimate, the Authority either shall accept the Lessee’s Estimate or have obtained its own itemized estimate for the repair of the Minor Damage. The Authority shall pay either the accepted Lessee’s Estimate or its own itemized estimate for the repair of the Minor Damage and the Lessee shall repair the Minor Damage. The Parties agree that, in exchange for the reduced rent evidenced in the paragraph of this Lease entitled “Rent,” Lessee would make these repairs and all other necessary repairs to have the Conveyor’s System in good working order (fully function for its intended purpose as described above), as determined by the Authority. Lessee agrees to make the repairs and have the Conveyor System ready for the Authority’s inspection by no later than twelve months after the effective date of this Lease, and the Authority agrees to not unreasonably withhold or delay approval of the Conveyor System. Once the inspection is complete and the Authority approves the Conveyor System (“Approval Date”) and throughout the term of this Lease, Lessee, at its sole expense, shall be responsible for all maintenance and repairs of the Conveyor System. At the expiration or termination of this Lease, Lessee shall return the Conveyor System to the Authority to at least the same condition as on the Approval Date.


18. MAINTENANCE. Except as otherwise provided in the paragraph entitled “Conveyor Systems” in this Lease, 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 the demised premises in a safe, tenantable and workable condition, including but not limited to the making of any repairs or replacements necessary to the demised premises due to damage done by any act of God, natural disaster or, default, negligence or omission of the Lessee, its agents, employees, invitees, patrons, servants or any other persons whomsoever under the control of the Lessee. The Authority may, in its sole discretion, conduct annual inspections for the purpose of identifying whether the demised premises and improvements are being kept in a “safe, tenantable and workable condition,” but the Authority has no maintenance, repair or replacement responsibilities for the demised premises or any improvements thereon.


  1. LESSEE’S INSURANCE. During the term of the Lease, the Lessee shall provide, pay for,


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    and maintain with insurance companies satisfactory to the Authority, the types of insurance described in this Lease.

      1. All insurance must be from responsible insurance companies eligible 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 shall be included as an Additional Insured on the Lessee’s Commercial General Liability, Umbrella Liability, and Business Automobile Liability policies and provide the “Severability of Interest” provision (a/k/a “Separation of Insured’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 “Certificate(s) of Insurance,” setting forth the insurance coverage and limits required in this Lease. The Certificates must be signed by the authorized representative of the insurance company(s) shown on the Certificate of Insurance. In the event of a claim, certified, true, and exact copies of the insurance policies required in this Lease must be provided to the Authority, if requested by the Authority.

      4. 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.

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

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

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

      9. The insurance coverage and limits required of 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.

      1. 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


        01159317-6 Page 14 of 21

        with their activities may be considered by the Lessee’s insurance company as being in the care, custody, or control of the Lessee.

      2. 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.

      3. 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.


      4. Renewal Certificate(s) of Insurance must be provided to the Authority at least ten

        (10) days prior to expiration of current coverage.

      5. If the Lessee fails to provide or maintain the insurance coverage required in this Lease at any time during the term of the Lease, the Authority may terminate or suspend this Lease.

      6. 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.


      7. 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 performing 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 report must be provided to the Authority within five (5) business days of the accident. If any issues are unresolved at that time, a subsequent report shall be provided to the Authority within five (5) business days following the ultimate disposition of the case. The oral and written reports shall include the date and time of the event, a description of the event, an estimate of the damages and injuries (if any) caused by the event, and a description of how the event and any associated damages and injuries were handled or will be handled.


        SPECIFIC INSURANCE COVERAGES AND LIMITS:


      8. All requirements in this section must be complied with in full by the Lessee unless excused from compliance in writing by the Authority.

      9. 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

        01159317-6 Page 15 of 21

        used where applicable. Notwithstanding the foregoing, the wording of all policies, forms, and endorsements must be acceptable to the Authority.

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


          Workers' Compensation Florida Statutory Requirements

          Employer's Liability $1,000,000.00 Limit Each Accident

          $1,000,000.00 Limit Disease Aggregate

          $1,000,000.00 Limit Disease Each

          Employee


        2. Commercial General Liability Insurance must be maintained by the Lessee on the Full Occurrence Form. 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 & $2,000,000.00 Combined Single Limit each Property Damage Liability Occurrence and aggregate


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


        3. 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 $1,000,000.00 Limit Each Accident Property Damage Liability $1,000,000.00 Limit Each Accident


          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 1.18.02 above must be endorsed to provide “Non Owned and Hired Automobile Liability” coverage.


        4. Terminal Operators Legal Liability Insurance shall be maintained by the Lessee that provides coverage for damage or loss to cargo while in the care, custody or control of the Lessee, with limits of not less than $5,000,000.


          01159317-6 Page 16 of 21

          If the Lessee constructs, installs or locates upon the demised premises any improvements, then the Lessee shall maintain the following:


        5. Professional Liability Insurance shall be maintained by the Lessee for a minimum of four (4) years following the termination of this agreement that will respond to any claims arising out of any architectural and engineering services associated with this lease, with limits of not less than $2,000,000.


        6. Builders Risk Insurance shall be maintained by the Lessee. Coverage should be provided on an “All Risk” basis to include the perils of Flood and Wind. Coverage must extend to all materials stored at the construction site that is intended to be included in the completed structure. Coverage should be provided on a “Completed Value” basis. The minimum acceptable limits for this coverage shall the Full Replacement Value of the completed structure.


    1. CONFLICT. In the event of a conflict regarding the provisions set forth in paragraphs 2, 3, 4, 5, 7, 8, 9, 11, 13, 14, 16, 18, and 27 of the Lease, Amendment One and Amendment Two and the provisions contained in this Amendment Three, the provisions set forth in Amendment Three shall prevail. In the event of a conflict between any other paragraphs within Amendment Three and the Lease, Amendment One or Amendment Two, the Lease, Amendment One or Amendment Two shall prevail.

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

    3. EFFECTIVE DATE. The effective date of Amendment Three is October 9, 2019.


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

01159317-6 Page 17 of 21

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