A meeting of the Manatee County Port Authority will be held during a meeting of the Board of County Commissioners of Manatee County Tuesday, November 19, 2020, at 9:00 am, or as soon as is practicable, in the Longboat Key Room of the Bradenton Area Convention Center, One Haben Boulevard, Palmetto, FL


image

MANATEE COUNTY PORT AUTHORITY AGENDA

November 19, 2020 – 9:00 am


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


CALL TO ORDER

Public Comments


  1. Consent Agenda


  2. Purchase of Capital Equipment


  3. Del Monte Fresh Produce Warehouse 6 Agreement


  4. State of the Port – Year in Review Presentation


Executive Director Comments Public Comments Commissioner Comments

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


Reggie Bellamy, Interim Chairman

Vanessa Baugh, Member; George Kruse, Member; James Satcher, Member; Misty Servia, Member Kevin Van Ostenbridge, Member

Carol Whitmore, Member

November 19, 2020


  1. CONSENT AGENDA


    1. Warrant List


    2. Minutes October 27, 2020


    3. Arrow Terminals Cargo and Freight Volume Agreement Amendment Five


    4. First Amendment to Port Manatee Legal Services Agreement


    5. Deletion of Port Assets


    6. Certification of Short-Listed Offerors for the South Gate Expansion Project


      RECOMMENDATION:


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

      Manatee County Port Authority Warrant (Check) Listing

      10/19/2020 to 11/11/2020

      image

      AP

      XXXXXXX

      V026712

      ALAN JAY FLEET SALES

      25,733.00

      AP

      XXXXXXX

      V026712

      ALAN JAY FLEET SALES

      1,715.00

      AP

      XXXXXXX

      V109681

      AMERICAN ROLL UP DOOR CO

      133,221.06

      AP

      XXXXXXX

      V025322

      ANGELOS RECYCLED MATERIALS

      1,441.00

      AP

      XXXXXXX

      V113719

      APEX OFFICE PRODUCTS INC

      205.35

      AP

      XXXXXXX

      V113719

      APEX OFFICE PRODUCTS INC

      121.34

      AP

      XXXXXXX

      V005164

      APPLIED AQUATIC MANAGEMENT INC

      895.00

      AP

      XXXXXXX

      V118009

      AT AND T

      67.96

      AP

      XXXXXXX

      V013140

      AT AND T MOBILITY

      48.17

      AP

      XXXXXXX

      V023501

      AT AND T TELECONFERENCE SERVIC

      43.65

      AP

      XXXXXXX

      V008136

      ATLANTIC TRACK AND TURNOUT INC

      200.00

      AP

      XXXXXXX

      V024209

      BLUE TARP CREDIT SERVICES

      999.00

      AP

      XXXXXXX

      V024209

      BLUE TARP CREDIT SERVICES

      449.47

      AP

      XXXXXXX

      V173007

      BRADENTON FUEL OIL INC

      455.13

      AP

      XXXXXXX

      V007624

      BRIGHT HOUSE

      1,391.70

      AP

      XXXXXXX

      V023848

      COX CERTIFIED SERVICE

      283.35

      AP

      XXXXXXX

      V010815

      CRIME STOPPERS OF MANATEE CTY

      250.00

      AP

      XXXXXXX

      V026624

      CUMMINS SALES AND SERVICE

      3,285.17

      AP

      XXXXXXX

      V006291

      DEX IMAGING INC

      100.43

      AP

      XXXXXXX

      V025612

      DYNAFIRE INC

      947.84

      AP

      XXXXXXX

      V022096

      ENTECH

      801.50

      AP

      XXXXXXX

      V024683

      EVERGLADES EQUIPMENT GROUP

      388.68

      AP

      XXXXXXX

      V027705

      FAIRCOUNT INTERNATIONAL INC

      3,500.00

      ZP

      XXXXXXX

      L333009

      FLEET PRODUCTS

      756.61

      ZP

      XXXXXXX

      L333009

      FLEET PRODUCTS

      283.58

      AP

      XXXXXXX

      V019619

      FLORIDA POWER AND LIGHT COMPAN

      9,086.25

      AP

      XXXXXXX

      V019619

      FLORIDA POWER AND LIGHT COMPAN

      74,683.06

      WT

      XXXXXXX

      V334679

      FLORIDA UNEMPLOYMENT COMPENSAT

      254.72

      AP

      XXXXXXX

      V021937

      FRONTIER COMMUNICATIONS OF FLO

      2,726.56

      AP

      XXXXXXX

      V020807

      GENUINE AUTOMOTIVE

      60.12

      AP

      XXXXXXX

      V385628

      GRAINGER INC, W W

      254.32

      ZP

      XXXXXXX

      L387610

      GRAVELY OF BRADENTON

      298.71

      AP

      XXXXXXX

      V007986

      GREATER TAMPA BAY MARINE ADVIS

      833.33

      WT

      XXXXXXX

      V020386

      HANCOCK BANK

      29,253.12

      AP

      XXXXXXX

      V014388

      HAYES PIPE SUPPLY INC

      180,342.30

      AP

      XXXXXXX

      V023500

      HOME DEPOT CREDIT SERVICES

      329.79

      AP

      XXXXXXX

      V023500

      HOME DEPOT CREDIT SERVICES

      770.62

      AP

      XXXXXXX

      V012352

      JANI KING OF TAMPA BAY

      713.00

      AP

      XXXXXXX

      V012352

      JANI KING OF TAMPA BAY

      713.00

      AP

      XXXXXXX

      V493800

      JOHNSON PRINTING

      173.46

      AP

      XXXXXXX

      V015114

      JOHNSTONE SUPPLY

      1,397.41

      AP

      XXXXXXX

      V018272

      LIGHT BULB DEPOT OF TAMPA

      479.20

      AP

      XXXXXXX

      V013723

      LOGISTEC USA INC

      7,000.00

      AP

      XXXXXXX

      V004489

      LOWES HOME CENTER INC

      464.56

      AP

      XXXXXXX

      V004489

      LOWES HOME CENTER INC

      285.47

      AP

      XXXXXXX

      V023184

      LYNCH OIL COMPANY INC

      2,620.28

      Manatee County Port Authority Warrant (Check) Listing

      10/19/2020 to 11/11/2020


      AP

      XXXXXXX

      V023184

      LYNCH OIL COMPANY INC

      756.90

      AP

      XXXXXXX

      V023184

      LYNCH OIL COMPANY INC

      2,426.58

      AP

      XXXXXXX

      V625403

      MAINTENANCE TOO PAPER CO INC

      359.13

      AP

      XXXXXXX

      V625403

      MAINTENANCE TOO PAPER CO INC

      331.30

      AP

      XXXXXXX

      V627027

      MANATEE CHAMBER OF COMMERCE

      20.00

      AP

      XXXXXXX

      V627027

      MANATEE CHAMBER OF COMMERCE

      350.00

      AP

      XXXXXXX

      V004140

      MANATEE COUNTY PUBLIC WORKS DE

      521.28

      UT

      XXXXXXX

      V004140

      MANATEE COUNTY PUBLIC WORKS DE

      8,005.02

      AP

      XXXXXXX

      V013848

      MARK SUPPLY INC

      103.80

      AP

      XXXXXXX

      V023345

      MCGRIFF SEIBELS AND WILLIAMS I

      38,414.82

      AP

      XXXXXXX

      V696409

      NORTH RIVER FIRE DIST

      1,132.99

      AP

      XXXXXXX

      V027384

      NORTH RIVER SMALL ENGINE LLC

      125.96

      AP

      XXXXXXX

      V701905

      OFFICE DEPOT INC

      1,707.78

      AP

      XXXXXXX

      V708015

      OTIS ELEVATOR

      2,877.48

      AP

      XXXXXXX

      V026631

      PALMETTO AUTO WAREHOUSE LLC

      408.40

      AP

      XXXXXXX

      V026631

      PALMETTO AUTO WAREHOUSE LLC

      168.94

      AP

      XXXXXXX

      V026631

      PALMETTO AUTO WAREHOUSE LLC

      659.83

      AP

      XXXXXXX

      V024667

      PALMETTO HARDWARE AND MORE

      8.37

      AP

      XXXXXXX

      V024667

      PALMETTO HARDWARE AND MORE

      11.16

      AP

      XXXXXXX

      V747100

      PROFESSIONAL AIR BALANCING INC

      4,550.00

      AP

      XXXXXXX

      V021677

      PROPELLER CLUB OF THE UNITED S

      2,440.00

      AP

      XXXXXXX

      V748180

      PUBLIX SUPER MARKET

      298.05

      AP

      XXXXXXX

      V019469

      RAILINC CORPORATION

      130.00

      AP

      XXXXXXX

      V027409

      RAMBA LAW GROUP LLC

      3,500.00

      AP

      XXXXXXX

      V025907

      SHORT LINE DATA SYSTEMS INC

      800.00

      AP

      XXXXXXX

      V018549

      SONITROL

      528.00

      AP

      XXXXXXX

      V002070

      SPECTRUM UNDERGROUND INCORPORA

      108,952.00

      WT

      XXXXXXX

      V874841

      STATE OF FLA DEPT OF REVENUE

      17,701.92

      AP

      XXXXXXX

      V005547

      TROPIC SUPPLY INC

      428.33

      AP

      XXXXXXX

      V024682

      US COATING SPECIALISTS LLC

      18,052.26

      AP

      XXXXXXX

      V024682

      US COATING SPECIALISTS LLC

      8,132.99

      AP

      XXXXXXX

      V021915

      WEBTIVITY MARKETING AND DESIGN

      65.00

      AP

      XXXXXXX

      V023445

      WEST MARINE PRO

      109.93

      AP

      XXXXXXX

      V016414

      WINFIELD SOLUTIONS LLC

      4,602.10


      image

      Total warrants (checks) for period reported 719,003.59

      image


      Present were:

      MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

      BRADENTON AREA CONVENTION CENTER, NORTH CENTER HALL

      One Haben Boulevard Palmetto, Florida October 27, 2020

      Priscilla Whisenant Trace, Chairman Reggie Bellamy, First Vice-Chairman Misty Servia, Second Vice-Chairman Stephen R. Jonsson, Third Vice-Chairman Vanessa Baugh

      Betsy Benac Carol Whitmore

      Also present were:

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

      Susan Flowers, Accounting Manager, Clerk of the Circuit Court Vicki Tessmer, Board Records Supervisor, Clerk of the Circuit Court

      Chairman Trace called the meeting to order at 9:05 a.m.

      PUBLIC COMMENTS

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

      AGENDA PA20201027DOC001

      Mr. Buqueras announced Item 3, Del Monte Fresh Produce Agreement is deferred.

      PA20201027DOC002

      CONSENT AGENDA PA20201027DOC003

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

        1. WARRANT LIST

          Accepted Warrant Listing from September 22, 2020 to October 18, 2020

          PA20201027DOC004

        2. MINUTES

          Approved the Minutes September 29, 2020

        3. BUDGET AMENDMENT

          Adopted Budget Amendment Resolution PA-21-02 PA20201027DOC005

        4. WORLD DIRECT SHIPPING CARGO AND FREIGHT/AGREEMENT

          Executed he World Direct Shipping Cargo and Freight Volume Agreement Amendment Three with World Direct Shipping to amend, modify and supersede paragraph 3, tariff rates PA20201027DOC006

        5. 2021 HOLIDAY AND PAY DATE SCHEDULE

          Approved the schedule of holidays and pay dates for the Manatee County Port Authority for calendar year 2021 PA20201027DOC

        6. MEETING SCHEDULE

          Adopted Resolution PA-21-01 and instruct the Executive Director of the Port Authority to cause a copy of said resolution to be published in the Bradenton Herald, in accordance with the requirement of section 189.015 of the Florida Statutes

          PA20201027DOC007

          OCTOBER 27, 2020 (Continued)


        7. TRUCK LOADING DOCKS CHANGE ORDER

          Executed Change Order 10 to the Flores Construction contract in the amount of $3,410 to remove and replace existing concrete to lower the high side and provide curb transition (FDOT approved the Change Order) PA20201027DOC008

        8. ELECTRONIC FUNDS SOURCE RETURNED CHECKS

          Approved write-offs for LTS 4503463341, $75; EFS 1180364995, (-$35); EFS 1108247005, $75;

          and EFS 1284596235, $75 for a total write off of $190 PA20201027DOC009

          (End Consent Agenda)


      2. 50TH ANNIVERSARY PROCLAMATION

      image Chairman Trace read the Proclamation recognizing the 50th Anniversary of Port Manatee.

      image Mr. Buqueras acknowledged former Board Members and thanked them for the vision to create Port Manatee. A video was shown highlighting growth of the Port through the years and with greetings from Port customers.


      image Discussion ensued regarding thanking Mr. Buqueras for his leadership, the impact the Port has had to Manatee County, no taxes are used to support Port Manatee, reserves went from a negative number a few years ago, and now there is an excess, Port Manatee is a landlord port, and thankful to not be in the cruise business. PA20201027DOC010

      (Continued to later in the meeting)

      Depart Commissioner Whitmore

      4. 2021 LEGISLATIVE PRIORITIES

      image Virginia Zimmerman, Senior Communications Manager, reviewed the items on the legislative priorities agenda including upgrading security, mitigation credits to offset the loss of sea grass due to the berth expansion, appropriate funding from the general funds, and advocate for full funding for Florida Ports Council Florida Seaport Transportation and Economic Development program to meet Florida seaports infrastructure needs.


      image Dave Sanford, Deputy Executive Director, acknowledged the Port changed lobbyists in Tallahassee to have more of a presence in the Governor’s office. He continued to address items on the federal agenda including, improvements to the Port Manatee dredge material disposal facility and the ability to continue to offload excess material to the Washington Park project, and reimbursement for work performed by the Port in the development of the south channel.


      A motion was made by Member Baugh, seconded by Member Servia, and carried 6-0, with Member Whitmore absent, to approve the Manatee County Port Authority 2021 Legislative Priorities. PA20201027DOC0011

      (Continued from earlier in the meeting)

      2. 50TH ANNIVERSARY PROCLAMATION

      A motion was made by Member Benac, seconded by Member Servia, and carried 6-0, with Member Whitmore absent, to adopt the Proclamation designating October 29, 2020 as Port Manatee Day.

      1. EXECUTIVE DIRECTOR EVALUATION DISCUSSION

        image Jennifer Cowan, Port Authority Attorney, provided an overview of the evaluations for Carlos Buqueras, Executive Director, with Member’s ratings being either outstanding or

        OCTOBER 27, 2020 (Continued)


        meeting expectations. The rankings show an overall improvement from last year. There is no action required.


        image Mr. Buqueras thanked the Authority for their evaluation and the opportunity to continue serving the Port. PA20201027DOC012

        image DIRECTOR COMMENTS

        image Presented outgoing Members with a Bell plaque

        • Discussed additional initiatives to keep the Port growing, and noted Port Manatee this is the last port on the west coast of Florida, and will continue to supply goods to southwest Florida.


          PUBLIC COMMENT

          image There being no public comment, Chairman Trace closed public comment.

          MEMBER COMMENTS

          image Member Jonsson

        • Stated it has been a pleasure to work with the team at the Port, and commended Mr. Buqueras on his leadership.

          Chairman Trace

        • Expressed is was an honor to serve as Chairman.

        ADJOURN

        There being no further business, Chairman Trace adjourned the meeting at 9:55 a.m.

        Minutes Approved:

        November 19, 2020


        CONSENT

        AGENDA ITEM 1.C.: ARROW TERMINALS CARGO AND FREIGHT VOLUME AGREEMENT AMENDMENT FIVE


        BACKGROUND:


        On December 17, 2015, the Authority approved a two-year Cargo and Freight Volume Agreement with Arrow Terminals, Inc. (Arrow), an importer of various forestry and aluminum products. Amendments One, Two, Three and Four were approved on April 21, 2016, December 21, 2017, December 20, 2018, and May 19, 2020, respectively, with various rate changes and term extensions. Amendment Five extends the agreement through 2025 with negotiated rates for the additional years.


        ATTACHMENTS:


        Port Manatee Cargo and Freight Volume Agreement Amendment Five


        COST AND FUNDING SOURCE:


        CONSEQUENCES IF DEFERRED:


        Delay in Port Authority approval of the agreement extension and the negotiated rates


        LEGAL COUNSEL REVIEW: Yes


        RECOMMENDATION:


        Move to approve and authorize on behalf of the Port Authority the execution of the Port Manatee Cargo and Freight Volume Agreement Amendment Five between the Manatee County Port Authority and Arrow Terminals, Inc.

        CARGO AND FREIGHT VOLUME AGREEMENT AMENDMENT FIVE BETWEEN PORT MANATEE AND ARROW TERMINALS


        The terms and conditions of this Cargo and Freight Volume Agreement Amendment Five Between Port Manatee and Arrow Terminals hereinafter (“Amendment Five”), 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 ARROW TERMINALS, an entity duly organized to do business in the State of Florida, with a principal place of business located at 5201 W. Kennedy Blvd, Suite 530, Tampa, Florida 33609, hereinafter referred to as “Arrow,” for and in consideration of the mutual covenants herein contained and other good and valuable consideration, amend the Port Manatee Cargo and Freight Volume Agreement entered into by the parties hereto dated December 17, 2015 (hereinafter “Agreement”), the Port Manatee Cargo and Freight Volume Agreement Amendment One dated April 21, 2016, (hereinafter “Amendment One”), the Port Manatee Cargo and Freight Volume Agreement – Amendment Two dated December 21, 2017, (hereinafter “Amendment Two”), the Port Manatee Cargo and Freight Volume Agreement Amendment Three dated December 20, 2018 (hereinafter “Amendment Three”), the Port Manatee Cargo and Freight Volume Agreement – Amendment Four dated May 19, 2020 (hereinafter “Amendment Four”), and state as follows:

        1. CONSIDERATION. Each of the parties represents that as a result of economic conditions, mutual covenants, the long-term benefit to both parties, and other good and valuable consideration, this Amendment Five shall govern the parties’ responsibilities regarding the term (paragraph 2), inside storage rates and charges per short ton (paragraph

          3.A.), the deep draft charge (paragraph 3.C), and the minimum annual guarantee (paragraph


          3.D. of the Agreement).


        2. SCOPE AND EXTENSION. Arrow exercised its option to renew for 2021. Current renewal terms are for one year through 2022. Arrow has agreed to renewal terms of two years committing to calendar years 2021 and 2022 upon execution of this amendment with the option to extend to calendar years 2023 and 2024 by providing a written notification of renewal by August 31, 2022; and extend to calendar year 2025 by providing a written notification of renewal by August 31, 2024. A hardship clause has been agreed upon by both parties in the event there is a material change in the relationship between Arrow and their service provider which results in Arrow discontinuing operations at Port Manatee. Deep Draft rates and Minimum Annual Guarantees have been established for the calendar years 2023, 2024 and 2025. This Amendment Five is being entered into for the purpose of amending, modifying and superseding paragraphs 2, 3.A., 3.C and 3.D. of the Agreement to revise the renewal terms and establish inside storage rates, deep draft rates, and minimum annual guarantee for the calendar years 2023, 2024, and 2025. Except to the extent amended in Amendment Five, all other provisions set forth in the Agreement, Amendment One, Amendment Two, Amendment Three, and Amendment Four shall remain in full force and effect and binding upon the Authority and Arrow. In entering into Amendment Five, the parties acknowledge that in no way has the Authority waived any of its rights or claims it may have against Arrow.

        3. AMENDMENT. The parties agree to amend, modify, and supersede paragraph 2. of the Agreement as amended by Amendment Two, paragraph 3.A. as amended by Amendment

          One, Amendment Two and Amendment Three, paragraph 3.C as amended by Amendment One and Amendment Two, and paragraph3.D. as amended by Amendment Four as follows:

          2. TERM OF AGREEMENT. The initial duration or term of this Agreement shall commence on the January 1, 2016 (the “Effective Date”) and shall terminate two

          (2) years thereafter on December 31, 2017 (the “Initial Term”), unless otherwise extended or terminated pursuant to other provisions contained herein. The parties agree that the term of this Agreement may be extended a total of four (4) one-year renewal options upon mutual written agreement, and a total of two (2) two-year renewal options. To exercise the option to renew the term for the 2018-2020 one- year term, Arrow must deliver to the Authority, no later than September 30 of each year, written notification of its intention to renew for one year. The first extended term of this Agreement shall commence on January 1, 2018 and shall terminate one

          (1) year thereafter on December 31, 2018 (the “First Extended Term”), unless otherwise extended or terminated pursuant to other provisions contained herein. As of November, 17, 2020, Arrow has exercised its option to renew for the two-year calendar term for 2021-2022. To exercise the option to renew for the two-year calendar term 2023-2024, Arrow must deliver to the Authority written notification of its intention to renew for two years by no later than August 31 of 2022. To exercise the option to renew the term for the 2025 one-year term, Arrow must deliver to the Authority written notification of its intention to renew by no later than August 31, 2024,. The Agreement shall apply to all Cargo shipped via Arrow Terminals at Port Manatee and arriving in Port Manatee during the Term of this Agreement.

          If there is a material change in the relationship between Arrow and their service provider which results in Arrow discontinuing operations at Port Manatee, then Arrow may terminate this Agreement only after it has provided the Authority written notice six (6) months’ prior to termination and has paid all fees, rates, and charges due as of the date of termination, which includes but is not limited to the prorated Minimum Annual Guarantee (pursuant to Section 3D below) for the calendar year as of the date of termination.


          1. INSIDE STORAGE RATES AND CHARGES PER SHORT TON. During the Initial Term and notwithstanding the storage rates set forth in Port Manatee Tariff Items No. 703 (Aluminum), No. 710 (Hardboard), 712 (Liner Board), 722 (Wood Pulp Baled), and 746 (Lumber/Fencing and Plywood), Arrow shall pay to the Authority a storage rate of $5.66 for calendar year 2016 and $5.84 for calendar year 2017 for each short ton (2,000 pounds) or board feet for Aluminum, Hardboard, Liner Board, Wood Pulp Baled, Lumber/Fencing and Plywood. Notwithstanding the proceeding sentence, effective May 1, 2016 through December 31, 2016, Arrow shall pay to the Authority a storage rate of $5.39 for each short ton. In no event shall Arrow be charged more than $539,336 for calendar year 2016 (January 1 through December 31, 2016) for the inside storage of Aluminum, Hardboard, Liner Board, Wood Pulp Bales, Lumber/Fencing and Plywood. Effective January 1, 2017 through December 31, 2017, Arrow shall pay to the Authority a storage rate of $5.44 for each short ton. In no event shall Arrow be charged more than $544,000 for calendar year 2017 (January 1 through

            December 31, 2017) for the inside storage of Aluminum, Hardboard, Liner Board, Wood Pulp Bales, Lumber/Fencing and Plywood. The amount of said cargo shall be based upon the weight/size of said cargo as shown on the Bills of Lading or other appropriate documentation evidencing the arrival of said cargo at Port Manatee.


            During the First Extended Term, January 1, 2018 through December 31, 2018 and notwithstanding the storage rates set forth in Port Manatee Tariff Items No. 703 (Aluminum), No. 710 (Hardboard), 712 (Liner Board), 722 (Wood Pulp Baled), and 746 (Lumber/Fencing and Plywood), Arrow shall pay to the Authority a storage rate of $8.47855 for calendar year 2018 for each short ton (2,000 pounds) or board feet for Aluminum, Hardboard, Liner Board, Wood Pulp Baled, Lumber/Fencing and Plywood. The amount of said cargo shall be based upon the weight/size of said cargo as shown on the Bills of Lading or other appropriate documentation evidencing the arrival of said cargo at Port Manatee. However, in no event shall Arrow be charged more than $847,855 total during calendar year 2018 (January 1, 2018 through December 31, 2018).


            During the each extended term, and notwithstanding the storage rates set forth in Port Manatee Tariff Items No. 703 (Aluminum), No. 710 (Hardboard), 712 (Liner Board), 722 (Wood Pulp Baled), and 746 (Lumber/Fencing and Plywood), Arrow shall pay to the Authority a storage rate of listed below of the corresponding calendar year for each short ton (2,000 pounds) or board feet for Aluminum;

            however, in no event shall Arrow be charged more than maximum total listed below for the corresponding calendar year.

            • January 1, 2019 through December 31, 2019 - $10.05477, but not charged more than $1,005,477 total during that calendar year (2019).

            • January 1, 2020 through December 31, 2020 - $10.23177, but not charged more than $920,859 total during that calendar year (2020).

            • January 1, 2021 through December 31, 2021 - $10.33528, but not charged more than $1,135,847 total during that calendar year (2021).

            • January 1, 2022 through December 31, 2022 - $10.51227, but not charged more than $1,051,227 total during that calendar year (2022).

            • January 1, 2023 through December 31, 2023 - $10.77706, but not charged more than $1,077,706 total during that calendar year (2023).

            • January 1, 2024 through December 31, 2024 - $11.04635, but not charged more than $1,104,635 total during that calendar year (2024).

            • January 1, 2025 through December 31, 2025 - $11.32125, but not charged more than $1,132,125 total during that calendar year (2025).


        1. DOCKAGE RATE. During January 1, 2016 through December 31, 2017 and notwithstanding the dockage rate set forth in any Port Manatee Tariff, Arrow shall pay to the Authority a dockage rate equal to 98.5% of the dockage rate as defined in the Port Manatee Tariff in effect at the time the rate is incurred exclusive of deep draft rates. Notwithstanding the preceding sentence, effective May 1, 2016 through December 31, 2017, Arrow shall pay to the Authority a dockage rate equal to 98.5% of the dockage rate as defined in Port Manatee Tariff item 396 – Dockage Rates – Based on vessel length overall (LOA) – in effect at the time the rate is incurred inclusive of deep draft rates. During the First Extended Term, January 1, 2018 through December 31, 2018, and if Arrow exercises its renewal

          options during 2019-2025, and notwithstanding the dockage rate set forth in any Port

          Manatee Tariff, Arrow shall pay to the Authority a dockage rate equal to 98.5% of the dockage rate as defined in the Port Manatee Tariff 396 – Dockage Rates is based on vessel length overall (LOA) in effect at the time the rate is incurred. Also, if Arrow exercised its renewal options, then Arrow shall also pay to the Authority a deep draft rate equal to the percentage of the tariff rate (as specified below by calendar year) as defined in the Port Manatee Tariff 395 – Dockage Rates based on gross registered tons (GRT) in effect at the time the rate is incurred:

          • January 1, 2019 through December 31, 2019 - 50% of the tariff rate


          • January 1, 2020 through December 31, 2020 - 50% of the tariff rate


          • January 1, 2021 through December 31, 2021 - 75% of the tariff rate


          • January 1, 2022 through December 31, 2022 - 75% of the tariff rate


          • January 1, 2023 through December 31, 2023 - 80% of the tariff rate


          • January 1, 2024 through December 31, 2024 - 80% of the tariff rate


          • January 1, 2025 through December 31, 2025 - 80% of the tariff rate


      1. Minimum Annual Guarantee. Regardless of the amount of short tons of cargo actually shipped through Port Manatee by Arrow during the Initial Term or any extended term, Arrow guarantees that the amount of said inside storage rate to be paid (January 1 through December 31) shall be at least the following amount:


        1,

        2016

        – December

        31,

        2016

        100,000

        short

        tons

        for

        inside

        1,

        2017

        – December

        31,

        2017

        100,000

        short

        tons

        for

        inside

        storage


        1,


        2018


        – December


        31,


        2018



        100,000


        short


        tons


        for


        inside

        storage


        1,


        2019


        – December


        31,


        2019



        100,000


        short


        tons


        for


        inside

        storage












        • January storage

        • January

        • January

        • January

        • January 1, 2020 – December 31, 2020 – 90,000 short tons for inside storage

          1,

          2021

          – December

          31,

          2021

          109,900

          short

          tons

          for

          inside

          1,

          2022

          – December

          31,

          2022

          100,000

          short

          tons

          for

          inside

          storage


          1,


          2023


          – December


          31,


          2023



          100,000


          short


          tons


          for


          inside

          storage


          1,


          2024


          – December


          31,


          2024



          100,000


          short


          tons


          for


          inside

          storage


          1,


          2025


          – December


          31,


          2025



          100,000


          short


          tons


          for


          inside

          storage












          • January storage

          • January

          • January

          • January

          • January


          This guarantee for inside storage is a major inducement to the Authority for entering into this Agreement, and the Authority has entered into this Agreement in reliance thereon. As soon as the minimum annual guarantee is reached in each calendar year, the MAG will be settled for that calendar year.


          After each quarter during the fiscal year throughout the duration or term of this Agreement, an accounting shall be made as to the actual amount of inside storage charged by the Authority and paid by Arrow for commodities for each particular quarter, and Arrow shall pay the inside storage rate set forth herein within thirty

          (30) days thereafter any difference remaining due between the amount of said commodity inside storage rate actually paid and the amount of the guaranteed commodity inside storage rate for that particular fiscal year. Arrow’s failure to meet the minimum guaranteed inside storage rate for any fiscal year will be considered a breach of this Agreement by Arrow, and grounds for immediate termination of the Agreement at the Authority’s sole option. Arrow shall pay the Authority interest at one and one half percent (1.5%) per month or part thereof (18%) per annum on any payment which remains unpaid for thirty (30) calendar days from the due date.


          Regardless of the amount of short tons of cargo actually shipped through Port Manatee by Arrow during the Initial Term or any extended term, the Authority guarantees that Arrow will be provided with sufficient warehouse space to store its incoming cargo and that the Authority will make its best efforts to store related Arrow cargo together. However, the Authority makes no guarantees that all of Arrow’s cargo can be consolidated and stored together. Further, the parties agree that Arrow is responsible for any and all of its cargo that is stored at Port Manatee. In accordance with the Port Manatee Tariff, Arrow agrees to provide all necessary insurance related to the cargo Arrow bring to Port Manatee.

      2. CONFLICT. In the event of a conflict regarding the provisions set forth in


        paragraph 2, 3.A., 3.C., and 3.D. of the Agreement and the provisions contained in this Amendment Five, the provisions set forth in Amendment Five shall prevail. In the event of a conflict between any other paragraphs within the Agreement, Amendment One, Amendment Two, Amendment Three, Amendment Four, and Amendment Five, then the Agreement, Amendment One, Amendment Two, Amendment Three, and Amendment Four shall prevail.

      3. AUTHORITY TO EXECUTE. Each party covenants to the other party that


        it has lawful authority to enter into this Amendment Five, that the governing or managing body of each of the parties has approved this Amendment Five and that the governing or managing body of each of the parties has authorized the execution of this Amendment Five in the manner hereinafter set forth.

      4. EFFECTIVE DATE. The effective date of Amendment Five is November


19, 2020.


IN WITNESS WHEREOF, the parties have caused this Amendment Five to be duly executed in duplicate this the 19th day of November, 2020.


ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

Clerk of Circuit Court


By: By: Printed:

Chairman AUTHORITY


NESSES . I



Page 10 of 10

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November 19, 2020


CONSENT

AGENDA ITEM 1.D.: FIRST AMENDMENT TO PORT MANATEE LEGAL SERVICES AGREEMENT


BACKGROUND:


On January 28, 2020, the Authority approved the Port Manatee Legal Services Agreement with Bryant Miller Olive P.A. The Port is reviewing options for refunding its 2012 bonds; therefore, the scope of services has been modified to add disclosure counsel services as well as compensation for services in connection with indebtedness.


ATTACHMENT:


First Amendment to Port Manatee Legal Services Agreement


COST AND FUNDING SOURCE:


No change to budgeted attorney fees


CONSEQUENCES IF DEFERRED:


Delay in approval of disclosure counsel for debt issuances


LEGAL COUNSEL REVIEW: Yes


RECOMMENDATION:


Move to approve and authorize the Chairman to execute the First Amendment to Port Manatee Legal Services Agreement between the Manatee County Port Authority and Bryant Miller Olive P.A.

FIRST AMENDMENT TO

PORT MANATEE LEGAL SERVICES AGREEMENT


This FIRST AMENDMENT TO PORT MANATEE LEGAL SERVICES

AGREEMENT is entered into on the below date by 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 (the "Authority") and BRYANT MILLER OLIVE P.A., with a place of business located at 201 North Franklin Street, Suite 2700, Tampa, Florida 33602 ("Firm").


WITNESSETH


WHEREAS, on January 28, 2020, the Authority and the Firm entered into the Port Manatee Legal Services Agreement (the "Agreement"); and


WHEREAS, the Authority and the Firm desire to amend the Agreement to add to the Firm’s scope of services the role of Disclosure Counsel and to address compensation of Disclosure Counsel and General Counsel on its debt issuances; and


NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree to amend the Agreement as follows:


The Agreement is amended to add the following Sections, as stated below:


  1. DISCLOSURE COUNSEL SERVICES


    1. The Firm, as Disclosure Counsel will, when requested by the Authority, perform the following services with respect to the issuance of bonds and matters relating thereto:


      1. prepare all disclosure documents at the request of the Authority (however, the Firm shall assume no responsibility for the disclosure documents insofar as such documents describe the financial circumstances of the offering or any other statistics, projections or data);


      2. perform due diligence with regard to Authority financings;


      3. assist the Authority in the compliance with federal and state securities laws;

      4. subject to completion of proceedings to the Firm’s satisfaction, render customary legal opinion to the Authority pertaining to disclosure as well as a reliance letter to the Authority’s underwriters, if requested; and


      5. prepare the Continuing Disclosure Certificate in order to assist the underwriters in complying with the continuing disclosure requirements of Rule 15c2-12 or its successor in function.


    2. The Firm, as disclosure counsel, will not perform the following services with respect to the issuance of bonds and matters relating thereto:


      1. traditional bond counsel services;


      2. preparation of the bond purchase agreement with respect to the

        bonds;


      3. preparation of blue sky or investment surveys with respect to the

        bonds;


      4. investigation or expression of any view as to the creditworthiness of the Authority, any credit enhancement provider, or the bonds, or providing services related to derivative financial products (e.g. 'swaps' and related documents or opinions);


      5. representing the Authority in subsequent Securities and Exchange Commission investigations, inquiries or related matters; and


      6. addressing any other matter not specifically set forth above that is not required to render the Firm's opinion.


  2. COMPENSATION. For Disclosure Counsel services and for General Counsel services in connection with indebtedness, the Authority agrees that the Firm shall be compensated, at the time the indebtedness is incurred, based on the schedule attached hereto as Exhibit A. When requested, unrelated to a particular transaction, the Firm will also perform hourly Disclosure Counsel legal work at the hourly rates described in Section 3B. hereof. It is understood and agreed by the parties that the Authority will reimburse the Firm for reasonable out-of-pocket expenses, as permitted by law, whether or not the indebtedness is ultimately incurred, in accordance with the terms of this Agreement.

  3. OPINIONS. The Firm’s opinions will be based on facts and law existing as of its date. In rendering an opinion, the Firm will rely on the certified proceedings and other certifications of public officials, officers of the Authority and other persons furnished to the Firm without undertaking to verify the same by independent investigation, and the Firm will assume continuing compliance by the Authority with applicable laws relating to the bonds. The Firm will rely on the Authority to provide complete and timely information on all developments pertaining to any aspect of the indebtedness, the use of proceeds of the indebtedness, and the security for the indebtedness.


Except as modified by this First Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. If there is a conflict between the terms of this First Amendment and the Agreement, the terms of this amendment shall prevail.


IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Port Manatee Legal Services Agreement to be executed in duplicate this day of

, 2020.


MANATEE COUNTY PORT AUTHORITY Attest


By: By: Chairman Angelina Colonneso

Clerk of Circuit Court


BRYANT MILLER OLIVE P.A.


image

By: Nikki C. Day, Shareholder

EXHIBIT A – FEES


FEES FOR DEBT ISSUES. For Disclosure Counsel services, the Firm shall be paid a fee equal to 75% of that of the fee of Bond Counsel, with a minimum fee of $25,000. Payment of the fee described herein shall be contingent upon successful incurrence of the indebtedness. For General Counsel services, the Firm shall be paid a fee equal to 20% of that of the fee of Bond Counsel, with a minimum fee of $5,000. Payment of the fee described herein shall be contingent upon successful incurrence of the indebtedness.

November 19, 2020


CONSENT

AGENDA ITEM 1.E.: DELETION OF PORT ASSETS BACKGROUND:

Several old, obsolete assets which are no longer in use and are uneconomical to upgrade or repair are considered surplus and should be removed from the Manatee County Port Authority Fixed Assets Listing. The surplus assets will be offered for public bid, auctioned, destroyed and/or E-scrapped.


ATTACHMENT:


Asset Deletion – November 19, 2020


COST AND FUNDING SOURCE:


N/A.


CONSEQUENCES IF DEFERRED:


Delay in updating property records.


LEGAL REVIEW: N/A


RECOMMENDATION:


Remove assets as listed on the attached Asset Deletion – November 19, 2020 from the Fixed Assets Listing.

Asset Deletion - November 19, 2020



Asset # Description

Serial/VIN# Date Purchased


Cost Value Status Remarks

18644

1964 6 Cyld, 400# Forklift

M462S640750

1/21/1982

$ 1,550.00

$ -

Obsolete

Surplus/Scrap

18749

Krane Kar

15465

6/19/1980

$ 3,172.93

$ -

Obsolete

Surplus/Scrap

26187

Key Mower 8HP

80696

7/19/1988

$ 875.00

$ -

Obsolete

Surplus/Scrap

28963

Trailer

42XBB2420LF004365

9/20/1990

$ 7,400.00

$ -

Obsolete

Surplus/Scrap

28964

1990 Sea Ark Skimmer Boat

SAMA0161F090

9/20/1990

$ 58,000.00

$ -

Obsolete

Surplus/Scrap

29743

1990 Sea Ark Skimmer Boat

SAMA0172G090

9/30/1991

$ 58,000.00

$ -

Obsolete

Surplus/Scrap

29744

Trailer

42XBB2425LF004362

9/30/1991

$ 7,400.00

$ -

Obsolete

Surplus/Scrap

35538

1997 Ford 150 4x4

1FTDF18W6BNC87188

5/19/1997

$ 18,970.15

$ -

Obsolete

Surplus/Scrap

37513

1993 GENI Manlift

Z60000171

7/29/1998

$ 52,266.27

$ -

Obsolete

Surplus/Scrap

38139

Key Mower


12/4/1998

$ 892.95

$ -

Obsolete

Surplus/Scrap

38197

1998 Ford 150

1FTRF17WXXNA30318

1/6/1999

$ 16,549.15

$ -

Obsolete

Surplus/Scrap

39892

6' Bush Hog Deck

1207903

11/10/1999

$ 1,999.00

$ -

Obsolete

Surplus/Scrap

42121

2001 Chevy G2500

1GCFG25M311201951

3/31/2001

$ 17,513.00

$ -

Obsolete

Surplus/Scrap

42966

Johnson Street Sweeper 605

1FVAABBVX2DK10773

12/6/2001

$ 139,980.00

$ -

Obsolete

Surplus/Scrap

43969

2002 Ford Explorer

1FMZU63E02ZB00177

6/28/2002

$ 22,940.65

$ -

Obsolete

Surplus/Scrap

45174

Pontoon Boat & Trailer

SMK53634C303

4/4/2003

$ 3,663.00

$ -

Obsolete

Surplus/Scrap

45223

2003 Ford 150 Excab

1FTRX17273NA74233

4/17/2003

$ 17,070.43

$ -

Obsolete

Surplus/Scrap

46854

2002 Ford Explorer

1FMZU62K24UA05403

6/8/2004

$ 16,387.65

$ -

Obsolete

Surplus/Scrap

47373

2004 Ford Explorer

1MFZU63K44UB36704

2/1/2005

$ 19,706.50

$ -

Obsolete

Surplus/Scrap

49731

John Deer Deck CX15

W0CX15E004846

5/23/2006

$ 12,502.23

$ -

Obsolete

Surplus/Scrap

59315

Bosh Tire Balancer

64621305111872

6/30/2015

$ 3,945.00

$ 1,972.50

Broken

Surplus/Scrap

X43906

225 4 Stroke Yamaha

69JX001401

2/2/2003

$ 12,516.30

$ -

Obsolete

Surplus/Scrap

November 19, 2020


CONSENT

AGENDA ITEM 1.F: CERTIFICATION OF SHORT-LISTED OFFERORS FOR THE SOUTH GATE EXPANSION PROJECT


BACKGROUND:


On September 25, 2020, a Request for Qualifications (RFQ) was issued for a progressive design- build for the South Gate Expansion project. Five (5) companies submitted Statement of Qualifications (SOQ) on October 29, 2020. An Evaluation Committee was formed, consisting of George F. Isiminger, P.E., Senior Director of Planning, Engineering and Environmental Affairs, Clyde Joseph, Staff Engineer, David St. Pierre, Director of Public Safety & Security, and Denise Stufflebeam, Senior Director of Business Administration and Finance.


The evaluation committee met publicly on November 9, 2020 and came to consensus on short- listing Ajax Paving Industries of Florida, Halfacre Construction Company and The Haskell Company. Evaluation committee members met individually with individual short-listed teams before meeting together publicly on November 13, 2020, and agreeing on the following ranking:


  1. The Haskell Company

  2. Ajax Paving Industries of Florida

  3. Halfacre Construction Company


ATTACHMENT:


Tabulation Sheet


COST AND FUNDING SOURCE:

N/A until contracts are negotiated.


CONSEQUENCES IF DEFERRED:


Delay in commencement of South Gate Expansion Project LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:


Move to certify the qualification of the top three firms and teams of firms for the South Gate Expansion Progressive Design-Build project and approve the ranking as recommended by the Evaluation Committee and authorize negotiation of the design-build contract to be brought back to the Port Authority for approval.


Tabulation Sheet




Company


Responded


Address


Documents


Sent


Notes


Actions


RFQ-18-0-2020/GI


South Gate Expansion Progressive Design - Build


1


Halfacre Construction Company


10/29/2020


7015 Professional Parkway East , Sarasota, Florida 34240


Statement of Qualification SOQ



Complete



2


Ranger Construction


10/29/2020


101 Sansbury's Way

West Palm Beach, Florida 33411


Statement of Qualification SOQ



Complete



3


LEMA Construction


10/29/2020


1631 Commerce Ave. N.

SAINT PETERSBURG, Florida 33716


Statement of Qualification SOQ



Complete



4


Ajax Paving Industries of Florida, LLC


10/29/2020


One Ajax Drive

North Venice, Florida 34275


Statement of Qualification SOQ



Complete



5


The Haskell Company


10/27/2020


111 Riverside Avenue

Jacksonville, Florida 32202


Statement of Qualification SOQ



Complete



1 of 1 South Gate Expansion Progressive Design ‐ Build 11/12/2020

November 19, 2020


AGENDA ITEM 2.: PURCHASE OF CAPITAL EQUIPMENT


BACKGROUND:


On August 25, 2020, the Authority adopted Budget Resolution PA-20-22 reflecting the Fiscal Year 2020-2021 budget which included $500,000 for various capital equipment purchases. Under Florida State Contract FSA20-EQU18.0, prices were obtained for a boom tractor in the amount of

$135,157. Request is to approve Alamo Industrial in the amount of $135,157 for the purchase of a boom tractor.


ATTACHMENT:


Purchase Requisition Port Manatee for boom tractor.


COST AND FUNDING SOURCE:


$135,157 approved capital purchase in 2020-2021 budget


CONSEQUENCES IF DEFERRED:


Delay in capital equipment purchase


LEGAL COUNSEL REVIEW: Yes


RECOMMENDATION:


Move to approve the issuance of a purchase order to Alamo Industrial in the amount of $135,157, under state contract number FSA20-EQU18.0, for the purchase of a John Deere tractor with rotary cutting head.

PURCHASE REQUISITION PORT MANATEE

300 Tampa Bay Way, Palmetto, Florida 34221


Department:

MAINTENANCE & OPERATION


CONTRACT #FSA20-EQU1830

Date

11/3/2020

Project:

MAINTENANCE

Reauested Bv:

Jordan O'Neal

Purpose:

NEW EQUIPMENT

Confirm To:

SNEAL-PORT MANATEE


Allocation:


440.001 7100.564000


PO#:




Vendor#l:


ALAMO INDUSTRIAL


Vendor #2:


N/A


Vendor#3:


N/A


PRA#:


1502 E WALNUT STREET







SEGUIN, TX





Phone#:

813-478-2145

Phone#:


Phone#:


Vendor#

Contact Name:

MARK GULICK

Contact Name:


Contact Name:



V021577

email:


email:


ema il:






Vendor# 1

Vendor# 2

Vendor#3


Item

Otv

Description

Unit Cost

Total

Unit Cost

Total

Unit Cost

Total

PO TOTAL


1


1

JOHN DEER 612M ROPS/4WD WITH ALAMO INDUSTRIAL 23' SAMURAI BOOM 60" ROTARY

CUTTER HEAD .


$ 135,157 .00


$ 135,157.00


$0.00


$0.00


$0.00


$0.00


$ 135,157.00







































































Grand Total:


$ 135,157.00


$0.00


$0.00

$ 135,157.00

Notes:


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Deputy Director of Business Administration/Finance

c Department Apoval '

Pending Port Authority Approval on 11/19/20

Senior Director of Operation & Maintenance

November 19, 2020


AGENDA ITEM 3.: DEL MONTE FRESH PRODUCE WAREHOUSE 6

AGREEMENT


BACKGROUND:


On August 25, 2020, the Authority approved the Florida Department of Transportation (FDOT) Public Transportation Grant Agreement (PTGA) for the warehouse modernization initiative project. Del Monte Fresh Produce N.A., Inc. (Del Monte) has agreed to participate in the funding of the project which will upgrade and modernize warehouse 6 used exclusively by Del Monte. The Warehouse No. 6 Modernization Agreement provides for Del Monte’s contribution of $1,250,000 after the Port contributes $1,000,000 toward the required match.


ATTACHMENT:


Warehouse No. 6 Modernization Agreement


COST AND FUNDING SOURCE:


Total for the project is $2,250,000 FDOT, $1,000,000 Port and $1,250,000 Del Monte Fresh Produce.


CONSEQUENCES IF DEFERRED:


Delay in execution of the agreement


LEGAL COUNSEL REVIEW: Yes


RECOMMENDATION:


Move to approve and authorize the Chairman to execute the Warehouse No. 6 Modernization Agreement between the Port Authority and Del Monte Fresh Produce N.A., Inc.


WAREHOUSE NO. 6 MODERNIZATION AGREEMENT

This WAREHOUSE - 6 N{ODER.J"JIZA TION AG EM.ENT (the " Agree; ent") made

and entered into on this f[_ day of ,Jov t,,f(L-2020, (the "Effective Date") by and between

MANATEE COUNTY PORT AUTHORITY (the' ' A u thori ty''). a political entity of the State of Florida, with its principal place of business located at Port Manatee , 300 Tampa Bay Way , Pal me tto, Florida 34221 and DEL MONTE FRESH PRODUCE N.A., INC. ("Del Monte'' ), a Florida corpo ration, with a principal place of business located at 241 Sevilla Avenue, Coral Gables, Florida 33 I 34 (c oll ecti vel y, the " Part ies").

RECITALS

WHEREAS , the Authority owns and operates a public seaport facility in the northwestern pottion of Manatee Co un ty, Fl ori da, known as " Por t Manatee " and is seeking to encour age, develop and stimulate the flow of waterborne commerce through Port Manatee; and

W HEREAS , the Authority entered into a Public Transportation Grant Agreement (FM Number 444277-1-94 02/Cont ract Number GI P32) with the Florida Department ofTranspo11ation ("DOT") , wherein DOT agreed to contribute $2,250.000 toward the total project cost of

$4,500,000.00 for the modernization of the Warehouse No. 6 ("Warehouse 6") at Pott Manatee (the "DOT Agreement" ); and

WHEREAS , Del Monte is a Florida corporation. and a long-term tenant at Po rt Manatee who l eases, operates, and occupies Warehouse 6; and

WHEREAS , Del Monte has been a tenant at Port Manatee for decades and most recen tl y, the Authority ,md Del Monte entered into the Port !\llanat ee Lease dated September 1 9, 2002 , the Po11 Manatee Lease Supplement dated October 1 7, 2002, the Port Manatee Lease Extension and Modification Agreement dated June 24, 2008 , th e Port Manatee Lease Addendum dated

February 1 7, 2011 . and the Port Manatee Lease Extension and Modification Agreement # 2, dated August 1 8, 2016 (together the " Lease"); and

WHEREA S, the Authority desires to modern i ze \:Varehouse 6 and Del rvtonte desires to continue leasing Warehouse 6 from the Authority during and following the modernization process:

WHEREAS , the Parties in an effort to timely and cost effectively modernize and make improvements to Warehouse 6 at Port Manatee , agree to share in the costs associated with Warehouse 6 modernization and i mp rovements : and

WHE REA S, Del Monte has reviewed the DOT Agreement. understands its term s, and agrees to comply with said terms of th e DOT Agreement: and

WHEREAS , the Parties hav e agreed to certain terms and conditions associated wit h the modernization and cost sharing of the improvements to Warehouse 6 as more specifically set forth herei n.


26981/001 / 01 635 209 .DOCXv6 Page I of9


NOW , THEREFORE, in consideration of the mutual promises and agreements set forth herei n, and for other good and valuable conside ration, the receipt and adequacy of which is hereby acknowledged , the Parties agree as follows:

TERMS

  1. RECITALS. The above recitals are true and correct , are agreed to by the Authority and Del Monte, and form an integral part of this Agreement as if such recitals were fully set forth herein.


  2. TERM OF AGREEMENT. This Agreement shall commence and be effective on the Effective Date and shall remain in effect through completion of the Project (as defined below in the below paragraph entitled "Purpose"), which is anticipated to be complete by May 31, 2024, unless terminated sooner as provided herei n. The parties are expected to extend the Lease for at least another five (5) years prior to Lease expiration date of August 30, 2021 . Should the parties fail to enter into an extension of the Lease prior to August 30, 2021, Del Monte agrees to pay 25% of all expense incurred as of August 30, 2021 , not to exceed $281, 250, by September 30, 2021 and this Agreement shall terminate upon the Auth ori ty ' s receipt of the payment.


  3. PURPOSE. Del Monte currently occupies Warehouse 6, which includes an office space, nine truck lanes, a maintenance shop, and a chill warehouse for the purpose of handling fresh fruit and vegetables and conducting such other activities as are customarily associated therewith . Warehouse 6 is in need of rehabilitation and modernization as the structural integrity of Warehouse 6 building and the equipment maintaining perishable cargo have exceeded their design life. The Port Manatees' Warehouse 6 modernization is fully described in Exhibit A to the DOT Agreement (the "Project" ) and is hereby incorporated herein by reference. The Authority shall be responsible for all improvements to Warehouse 6 as specified in the DOT Agreement. Del Monte hereby understands and agrees that the DOT grants are dependent on timely completion of the i mprovements . Del Monte hereby agrees to allow the Authority full access to Warehouse 6 to complete the Project and related improvements once this Agreement is executed by both Pa rties . Del Monte understands that it may suffer a loss of use of a portion of WH 6, delays or business interruptions due to the Project and that the Authority is in no way responsible for any such losses or damages suffered by Del Monte that arise or result from the Project. The parties agree to work together to try to minimize any loss, delay or disruption that may occur as a result of the Project.


  4. TIMJNG. Del Monte understands and agrees that should it fail to timely allow the Authority full access to Warehouse 6 for the Project related purposes and that untimeliness resulted in loss of grant fundin g, Del Monte shall be responsible for the reimbursement of the grant monies the Authority was sched uled to receive, unless the untimeliness was a result beyond Del Monte's control.


  5. RENT. During the modernization of Warehouse 6, Del Monte shall comply with the terms of the Lease and continue to pay to the Authority all amounts due to the Authority pursuant to the Lease. The Lease remains in full force and effect. However, any loss of use of


    Warehouse 6 during the Project or through the duration of this Ag reement , whichever is late r, does not constitute a destruction of premises , defa ult, or a breach of the Lease by the Autho rity.


  6. COST SHARING. The Authority is solely responsible for the payment of all costs associated with the Project , which are anticipated to collectively total approximately

    $4,500,000.00 (four million five hundred thousand dolla rs). Del Monte agrees to reimburse the Authority $1 , 250,000.0 0 (one million two hundred fifty thousand dollars) of the total cost of the Project. Del Monte agrees and understands that its sharing in the cost of the Project does not convey any type of ownership of Warehouse 6 or its improvements upon Del Monte, but rather constitutes a recognition of the Warehouse 6' s wear and tear throughout Del Monte ' s use , and a desire by Del Monte to continue the Lease during and after the Project is completed . Del Monte further agrees and understands that Del Monte shall in no way be involved in the design , construction, or acceptance of the Project. Del Monte also agrees and understands that the Project is funded through grant monies provided by D OT, and is conditioned on DOT's approval and procedures .


  7. MODER NIZATION . Del Monte will provide all reasonable cooperation to the Authority during the Project and related improvements and mode rn iza tion . The Parties agree that Del Monte must not lose use of the wareho use . Del Monte understands and hereby agrees that due to cons truct ion , there may be an occasional temporary disruptions with portio ns of Del Monte use of Warehouse 6, however those disruptions will be coordinated with Del Monte to limit any impact on its business operations . Such dis ruption , shall not be considered a default, i nterference , or a breach of the Lease by the Author ity.


  8. . PAYMENT TERMS AND CONDITIONS . After the Authority payment of the

    $2,000,000 (two million dollars) of the Project , the Authority shall begin invoicing Del Monte for reimbursement of the Project's Costs sharing as agreed to in the above paragraph entitled " Cost Sharing." Within ten ( I 0) days of receipt of the invo ice , Del Monte shall pay the full amount of the i nvoice . Del Monte's payment of the invoices will not to exceed $1 ,250,000 .00 (one million two hundred fifty thousand dollars) . The Autho rity, in its sole and absolute discretion shall determine the completion and acceptance of the Project.


  9. ENTfRE AGREEMENT This Agreement sets forth the entire agreement between the Parties as to the subject matter hereof and supersedes all previous written or oral negot ia tions , ag reements , bi ds, and/or unders tandings . There are no underst andings , representations , w arranties , or agreements with respect to the subject matter hereof unless set forth explicitly in this Agreement.


l 0. CHOICE OF LAW AND VENUE. This Agreement shall be construed by and controlled under the laws of the State of Flor i da. The Parties consent to jurisdiction over them and agree that venue for any state action arising under this Agreement shall lie solely in the courts located in Manatee Co unty, Flo ri da, and for any federal action shall lie solely in the United States District Court for the Middle District of Flo ri da, Tampa Divisio n.


11 . AMENDMENT. This Agreement may not be amended or modified except in writi ng, executed by the Parties.


  1. . SEVERABILITY. If any one or more provisions of this Agreement shall be held to be in valid , illegal, or unenforceable in any respect by a court of competent juris diction, the val idity, legali ty, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby and this Agreement shall be treated as though the invalidated portion(s) had never been a part hereof


  2. SUCCESSORS AND ASSIGNS . The terms and provisions of this Agreement shall be binding upon the Parties and their respective partners , su ccessors, heirs , executors, administ rators, assigns and legal representatives . Notwithstanding the foregoing , a party's rights and obligations under this Agreement may only be transferred, assigned, sub let, mortgaged , pledged or otherwise disposed of or encumbered in any way with the other party 's prior written consent.


  3. . TERMINA TION. The Authority may terminate this Agreement with cause at any time immediately upon written notice to Del Monte, if: (a) Del Monte fails to fulfill or abide by any of the terms or conditions specified in this Agr eement; (b) Del Monte fails to perform in the manner called for in this Agreement ; or (c) Del Monte does not provide services in accordance with the requirements of this Agreement. In its sole dis cretion, the Authority may allow Del Monte an appropriately short period of time in which to cure a defect in performance or non-perfo rmance. In such case, the Authori ty ' s written notice of termination to Del Monte shall state the time period in which cure is permitted and other appropriate cond itions, if applicable. Del Monte may terminate this Agreement with cause at any time if the Authority fails to complete the Project before the expiration of the DOT grant (or any extension thereto) or comply the terms and conditions of the DOT grant resulting in DOT's revocation of the grant. In its sole discret ion, the Del Monte may allow the Authority an appropriately short period of time in which to cure a defect in performance or non-performance . In such case, the Del Monte' s written notice of termination to Authority shall state the time period in which cure is permitted and other appropriate condi tions, if appli cable .


  4. ATTOR NEYS ' FEES. In the event of legal action or other proceeding arising under this Agreement , the Authority shall be entitled to recover from Del Monte all its reasonable attorneys' fees and costs incurred by the Authority in the prosecution or defense of such action, or in any post-judgment or collection proceedings and whether incurred before suit , at the trial level or at the appellate level. This shall include any bankruptcy proceedings. The Authority also shall be entitled to recover any reasonable attorneys' fees and costs incurred in litigating the entitlement to attorneys ' fees and costs, as well as in determining the amount of attorneys ' fees and costs due to the Authority. The reasonable costs to which the Authority will be entitled include costs that are taxable under any applicable statute, rule, or guidelin e, as well as costs of inv estigation, copying costs, electronic discovery costs, mailing and delivery charg es, costs of conducting legal research, consultant and expert witness fees, travel expenses , court reporter fees and mediator fees, regardless of whether such costs are taxable under any applicable stat ue, rule or guidelin e.


1 6. FORCE MAJEURE. Neither party shall be liable for its non-performance or delayed performance if caused by Force M.ajeure. Force Majeure shall be defined as a fire, flood, act of God, war, ter rorism, riot, national emergency , sabotage, civil disturb ance, strik e, labor dispute, governmental act, la w, ordin ance, rule or regulation, or events which are not the fault or are beyond the control of the party.


17. COMPLIANCE WITH LAWS . Del Monte shall be solely responsible for compliance with all federal, state, county , and local laws, rules and/or regulat ions, and lawful orders of public authorities including those set forth in this Agreement and that, in any manner , could bear on the work performed under this Agreement i nclu di ng, but not limited to all rules and regulations related to safety and compliance therewith. Del Monte shall have no authority to direct , oversee, or instruct the Auth ority ' s employees, subcontractor s, or mater i al men, or any other individuals performing the work under this Agreement. Omission of any applicable laws, ordi nances , rules, regul ations, standards or orders from this Agreement shall not relieve Del Monte of its obligations to comply with all laws fully and completely . Upon request, Del Monte shall furnish to the Authority certificates of compliance with all such l aws, orders and regula tions . Del Monte will work with the Authority to ensure that its Food Safety Program remains in place and unaltered during the Project.


18 . NOTICE. All notices required or made pursuant to this Agreement shall be made in writing and sent by certified U.S . mai l, return receipt requested addressed to the following :




Addr ess:


Telephone: Email:


Del Monte Fresh Produce , N.A., Inc.

Attention: Helmuth Lutty, Sr. Vice President Shipping Operations

241 Sevilla Avenue Coral Gables, FL 33134 (305) 520-8400

HLutty@freshdel monte .com



Addr ess:


Telephone: Facsi mile: Email:

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

(941) 722-6621

(941) 729-1463

cbuqu eras@portm anatee .com



With required copy to:


Jennifer R. Cowan, Authority Counsel Bryant Miller Olive P.A.


One Tampa City Center , Suite 2700 Tampa, Florida 33602

Tele phone : (813) 273-6677

Email: icowan(Cl;bmolawcom


Either party may change its above noted address by giving written notice to the other party in accordance with the requirements of this secti on.


  1. WAIYER No waiver of any default or failure to perform shall be valid unless set forth in writing by the waiving party and shall not constitute a waiver of any other default or failure to perform under this Ag reement , or of any rights or remedies to which either Party may be entitled to on account of any such default or failure to perform.


  2. HEADINGS AND SECTIO REFERENCES. The headings and section references in this Agreement are inserted only for the purpose of convenience and shall not be construed to expand or limit the provisions contained in such sect io ns.


  3. NO THIRD PARTY BE NEFICIAR IES. This Agreement is entered into solely for the benefit of the Parties and shall not be construed as a benefit to any third parties , including but not limited to the general pub li c, constituents or citizens of the Autho rity, nor shall it be construed as enforceable by any third pa rties .


2 2. A THORITY. The Parties represent and warrant that each is authorized to enter into this Agreement without the consent and joinder of any other party and that the individuals executing this Agreement have full power and authority to bind their respective party to the terms hereof.


  1. COUNTERPARTS. This Agreement may be executed in one or more co unterpa rts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument.


  2. MUTUAL DRAFTING This Agreement is the product of mutual drafti ng, each party having been represented by or having the opportunity to be represented by co unsel, and therefore shall not be construed against either pa rty .


  3. PUBLIC RECOR DS. All papers , lette rs, maps , boo ks , photog raphs, fil ms, sound recordings , data processing softwa re, or other mater ial , regardless of the physical fom1, characteris tic , or means of transm issio n, 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 Stat utes. Every person has the right to examine, i nspe ct, and copy any such public records not specifically made exempt by provisions of


    the Florida Statutes. Any financial or proprietary information rela tin g to Del Monte transmitted by Del Monte to the Authority may be a public record subje ct to disclosure to a requesting third person (not a party to this Agreement) . If the Authority receives a request by a third party for the disclosure of any such public records relati ng to Del Monte, the Authority shall immediately notify Del Monte of said requ est; however, in no event will the Authority dela y production of the public records in order to provide notice to Del Monte. The Authority will comply with said request to the extent required by la w, unless Del Monte institutes an appropriate legal proceeding or sui t against the Authority and/or the third person to restrain or otherwise pre vent the particular public records' dis closure. If Del Monte institutes any such legal proceed ing or suit against a third party and the Authority incurs any attorneys' fees, costs, damages, or penalties in connection with or becau se of the legal proceeding or suit , Del Monte shall pay to the Authority an an1ount equal to the total amount of said attorney s ' fees, costs, damages, or penalties.


    Del Monte agrees to comply with the Florida Public Records Act, as appl icable, i ncluding, but not limited to Section 119.0701 of the Florida Statutes. Del Monte agrees, to the extent required by law , to:


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


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


    3. ensure that the public records that are exempt or confidentia l , and exempt from public record disclosure requirements , are not dis closed , except as authorized by la w; and


    4. meet all requirements where retained public records and trans fer, at no cost, to the Author ity, all public records in possession of Del Monte, upon termination or completion of the Agreement and destroy any duplicate public records that are exempt or confident ial , or exempt from public record disclosur e requi rements.


    Fu rthermore , Del Monte 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 Author ity. Del Monte shall promptly provide the Authority with a copy of any request to inspect or copy public records that Del Monte receives and a copy of Del Monte' s response to each request. Del Monte understands and agrees that failure to provide access to the public records will be a material breach of the Agreement and grounds for termination.


    image

    IF DEL MONTE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO DEL MONTE'S DUTY TO


    PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT TERESA DAUGHTERY, THE CUSTODIAN OF PUBLIC RECORDS AT THE AUTHORITY AT (941) 722-6621, 300 TAMPA BAY WAY, SUITE ONE, PALMETTO, FLORIDA 34221, EMAIL: TOA UGHERTY@PORTMANATEE.COM.


  4. ELECTRONIC SIGNATURES. This Agreement may be executed by electronic signature technology and such electronic signature shall act as the Parties ' legal signatures on this Agreement and shall be treated in all respects as an original handwritten signature.


[Remainder of this Page In tentionally Blank: Signature Pages Follow]


fN WITNESS WHEREOF the Parties hereto have caused these present to be duly executed

on t!1e Effective Date .


ATTEST: ANGELINA M . COLONNESO

Clerk of Circuit Court


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MANATEE COUNTY PORT AUTHORITY


By : ­

Chairman

A UTHORH Y


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N. A}. Nc


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Pres iderrfof Shipping & Operations DEL MO NTE


26981/001/01 63520 9.DOCXv6 Page 9 of 9

November 19, 2020


AGENDA ITEM 4.: STATE OF THE PORT - YEAR IN REVIEW PRESENTATION


BACKGROUND:


Carlos Buqueras, Port Executive Director, to provide a State of the Port - Year in Review presentation.