A meeting of the Manatee County Port Authority will be held on Thursday, December 19, 2019 at 10:00 a.m., or as soon thereafter as is practicable in the third floor meeting room of the Port Manatee Intermodal Center, 1905 Intermodal Circle, Palmetto, FL 34221, located at the intersection of South Dock Street and Reeder Road at Port Manatee.

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

driver’s license.

MANATEE COUNTY PORT AUTHORITY AGENDA

December 19, 2019 – 10:00 a.m.

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

CALL TO ORDER

Invocation – Chaplain Rich Lewman, Anchor House Pledge of Allegiance

Audience Introductions Public Comments

1. Consent Agenda

   
   

2. Celebration Recognizing Port Manatee’s 50th Anniversary

   
   

3. Additions, Changes and/or Increases to Port Manatee Tariff No. 3

   
   

4. Executive Director Evaluation Discussion

5. Election of Port Authority Officers SUPPLEMENTAL AGENDA

6. Amendment Number 2 to the Project Cooperation Agreement

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

Misty Servia, Member; Carol Whitmore, Member

December 19, 2019

1. CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes November 19, 2019

      
      

   3. Budget Resolution

      
      

   4. Deletion of Port Asset

      
      

   5. World Direct Shipping Cargo and Freight Volume Agreement Amendment Two

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

11/08/2019 to 12/11/2019

OH_Warrant_List_BCC_Vend 1

Manatee County Port Authority Warrant (Check) Listing

11/08/2019 to 12/11/2019

Total warrants (checks) for period reported 838,394.60

OH_Warrant_List_BCC_Vend 2

Present were:

MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

MANATEE COUNTY ADMINISTRATION BUILDING HONORABLE PATRICIAL M. GLASS, CHAMBERS

1112 Manatee Avenue West Bradenton, Florida NOVEMBER 19, 2019

Vanessa Baugh, Chairman

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

Betsy Benac, Third Vice-Chairman Stephen R. Jonsson

Misty Servia Carol Whitmore

Also present were:

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

Vicki Ayles, Finance Operations Manager, Clerk of the Circuit Court Julie Jensvold, Finance, Clerk of the Circuit court

Vicki Tessmer, Board Records Supervisor, Clerk of the Circuit Court

Chairman Baugh called the meeting to order at 1:32 p.m.

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

Carlos Buqueras, Executive Director, reviewed changes to the Agenda.

AGENDA PA20191119DOC001

1. CONSENT AGENDA PA20191119DOC002

   A motion was made by Member Servia, seconded by Trace, and carried 6 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 October 14, 2019, to November 7, 2019PA20191119DOC003

   2. MINUTES

      Approved minutes of October 22, 2019

   3. BUDGET RESOLUTION

      Adopted Budget Resolution PA-20-06 PA20191119DOC004

   4. BERTH REHABILITATION

      Approved an additional $18,482 to RS&H for the revised bid documents and associated bid tasks, subject to the review and approval of the Florida Department of Transportation (FDOT) PA20191119DOC005

   5. PUBLIC TRANSPORTATION GRANT AGREEMENT

      Adopted Resolution PA-20-04 authorizing the execution of an Amendment to Public Transportation Grant Agreement with FDOT for continued berth rehabilitation

      PA20191119DOC006

   6. PUBLIC TRANSPORTATION GRANT AGREEMENT

      Adopted Resolution PA-20-05 authorizing the execution of an Amendment to the Public Transportation Grant Agreement with FDOT for railroad upgrade and improvements PA20191119DOC007

      
      

      PA MB 19-20/1

      NOVEMBER 19, 2019 (Continued)

      
      

   7. ROAD IMPOVEMENTS

      Approved Change Order 1 to the Contract with Pepper Contracting Services for road improvements to provide sales tax savings of a net decrease of $18,410; and approved issuance of a purchase order to Angelo’s Recycled Materials in the amount of

      $306,000 for the direct purchase of construction materials, subject to FDOT review and approval PA20191119DOC008

      (End Consent Agenda)

2. CAPITAL EQUIPMENT

   Carlos Buqueras, Executive Director, noted the equipment is old and inoperable, and needs to be replaced for work at the Port.

   
   

   Motion was made by Member Trace, seconded by Member Servia, and carried 6-0, with Member Jonsson absent to approve the issuance of the following Purchase Orders:

   • Fields Equipment Company – 2019 John Deere 5100E utility tractor, $75,260.95

   • Ring Power – Used backhoe and used lift truck, $121,750

   • Scully’s Aluminum Boats, Inc. – New utility work boat, $85,570 PA20191119DOC009

3. DROP TRAILER LOT CONTRACT

Carlos Buqueras, Executive Director, explained this request is to expand the footprint of the Port without taking away container yards. Upon question, he reviewed the location of the site.

Motion was made by Member Whitmore and seconded by Member Benec to approve and authorize the Chairman to execute the contract between the Manatee County Port Authority and Spectrum Underground, Inc. in the amount of $819,658.00 for all necessary labor, equipment and materials for the construction of a drop-trailer lot, subject to receipt of all contract documents and Port counsel approval. The motion carried 6-0 with Member Jonsson absent. PA20191119DOC010

CHAIRMAN COMMENTS

Chairman Baugh explained there were issues to get permits for projects at the Port.

John Barnott, Building and Development Services Director, explained a permit has been ready since March, but site plan issues delayed the construction. He requested a master site plan for Port Manatee similar to the one used by Tropicana, so projects can go directly to permitting, without site plans. The current master plan for the port does not include site plans.

George Isiminger, Senior Director of Planning, Engineering, and Environmental Affairs, stated Port staff met with Building and Development Services and is creating a Master Development Plan, so future projects can begin immediately.

Member Benac mentioned the van pool program to get workers to the Port, and there was a presentation at the Metropolitan Planning Organization, and there is a van pool program that will be implemented for FDOT District 1. She questioned if there is a local preference ordinance for the Port.

PA MB 18-19/2

NOVEMBER 19, 2019 (Continued)

Jennifer Cowan, Port Authority Attorney, stated there is a local preference program that is primarily used as tie breaker. There is an attorney general opinion that addresses special districts, but these districts are not allowed to have a local preference program that allows incentives.

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

ADJOURN

There being no further business, Chairman Baugh adjourned the meeting at 1:45 p.m.

Minutes Approved:

PA MB 18-19/3

December 19, 2019

CONSENT

AGENDA ITEM 1.C: BUDGET RESOLUTION BACKGROUND:

This resolution budgets for the following:

• $10,468 for the Federal Emergency Management Agency (FEMA) reimbursement of costs associated with hurricane Irma.

• Railroad Upgrade and Improvements - $654,470 funded 50% each by FDOT and Port cash.

• Berth 6 Rehab and Reconstruction - additional funding of $159,932 funded 75% by FDOT and 25% Port cash.

ATTACHMENT:

Budget Resolution PA-20-07.

COST AND FUNDING SOURCE:

Budgets $10,468 FEMA funding, $447,184 of FDOT grant proceeds and $367,218 Port cash.

CONSEQUENCES IF DEFERRED:

Delay in budget allocations.

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to adopt Budget Resolution PA-20-07.

RESOLUTION PA-20-07 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	BAALC1919A	BU20200159
   2	BAALC1919A	BU20200163
   3	BAALC1919A	BU20200164

   
   

   ADOPTED with a quorum present and voting this the 19th day of December, 2019.

   
   

   ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

   CLERK OF CIRCUIT COURT

   
   

   

   By:

   BUDGET ADMENDMENT RESOLUTION NO. PA-20-07 AGENDA DATE: December 19, 2019

   
   

   1. Fund: FEMA proceeds

      
      

      Section: Warehouse 1,2,3,4,7,8,9,11, and the Cruise Terminal

      
      

      Description: Budgets $10,468 for the proceeds received from FEMA for damages to various warehouses due to hurricane Irma.

      
      

      Batch ID: BAALC1919A Reference: BU20200159

      
      

   2. Fund: FDOT – 50% Port Cash – 50%

      
      

      Section: Railroad Upgrade and Improvements

      
      

      Description: Budgets $654,470 for the Railroad Upgrade and Improvements. Batch ID: BAALC1919A Reference: BU20200163

      
      

   3. Fund: FDOT – 75% Port Cash – 25%

Section: Berth 6 Improvements

Description: Budgets $159,932 of additional funding for Berth 6 Improvements. Batch ID: BAALC1919A Reference: BU20200164

December 19, 2019

CONSENT

AGENDA ITEM 1.D.: DELETION OF PORT ASSET BACKGROUND:

A 2016 Jeep Cherokee has been determined to be unsalvageable by the insurance company and should be removed from the Manatee County Port Authority Fixed Assets Listing.

ATTACHMENT:

Asset Deletion – December 19, 2019

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 – December 19, 2019 from the Fixed Assets Listing.

Asset Deletion - December 19, 2019

Asset

# Description

Date

Serial/VIN# Purchased Cost

Value

Status Remarks

December 19, 2019

CONSENT

AGENDA ITEM 1.E.: WORLD DIRECT SHIPPING CARGO AND

FREIGHT VOLUME AGREEMENT AMENDMENT TWO

BACKGROUND:

On April 20, 2017, the Authority approved World Direct Shipping (WDS) Cargo and Freight Volume Agreement Amendment One which expires on December 31, 2019. WDS, importer of numerous containerized cargoes through Port Manatee, wishes to renew the agreement for two years and to memorialize negotiated rates for inside and outside storage and waterborne rates through December 31, 2026. This request is for approval of the World Direct Shipping Cargo and Freight Volume Agreement Amendment Two.

ATTACHMENTS:

World Direct Shipping Cargo and Freight Volume Agreement Amendment Two

COST AND FUNDING SOURCE:

Possible loss of waterborne revenue

CONSEQUENCES IF DEFERRED:

Delay in Port Authority approval of the negotiated rate and terms between the Port and WDS for containerized cargo waterborne and inside/outside storage rates.

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize, on behalf of the Port Authority, the execution of the World Direct Shipping Cargo and Freight Volume Agreement Amendment Two between the Manatee County Port Authority and World Direct Shipping.

WORLD DIRECT SHIPPING CARGO AND FREIGHT VOLUME AGREEMENT - AMENDMENT TWO

The terms and conditions of this World Direct Shipping Cargo and Freight Volume Agreement Amendment Two, hereinafter ("Amendment Two"), made and entered into by and between the MANATEE COUNTY PORT AUTHORITY, a political entity of the State of Florida, with its principal place of business located at Port Manatee, 300 Tampa Bay Way, Suite 1, Palmetto, Florida 34221, hereinafter referred to as the "Authority", and WORLD DIRECT SHIPPING, a limited liability company duly organized and existing under the laws of the State of Florida, with a principal place of business located at 600 Tampa Bay Way, Suite 6, Palmetto, Florida 34221, hereinafter referred to as "WDS", for and in consideration of the mutual covenants herein contained and other good and valuable consideration, amend the World Direct Shipping Cargo and Freight Volume Agreement entered into by the parties hereto dated January 19, 2017 (hereinafter " Agreement"), the World Direct Shipping Cargo and Freight Volume Agreement Amendment One d<lted April 20, 2017, (hereinafter " Amendment One"), and state as follows:

1. CONSIDERATION. Each of the parties hereto represent that, as a result of anticipated growth in waterborne commerce, mutual covenants, the long-term benefit to both parties, and other good and valuable consideration, this Amendment Two shall govern the parties' responsibilities regarding waterborne rates for a set term including dockage, wharfage, linehandling, harbormaster fees, outside storage, waterborne minimum annual guarantee and free time, beginning April 1, 2017 through December 31, 2026. Any fees not listed herein shall be handled under the Port Manatee Tariff, unless otherwise agreed to in writing by the parties.

   
   

   0 12006 25-2 1 of 6

2. SCOPE. This Amendment Two is being entered into for the purpose of amending, modifying and superseding paragraphs 2. and 3. of the Agreement. Except to the extent herein amended, all other provisions set forth in the Agreement and Amendment One shall remain in full force and effect and binding upon the Authority and WDS. In entering into Amendment Two, the parties acknowledge that in no way has the Authority waived any of its rights or claims it may have against WDS.

3. AMENDMENT. The parties hereby agree to amend, modify, and supersede paragraphs 2. and

   
   

   1. of the Agreement, as follows:

      
      

      1. TERM OF AGREEMENT. The initial duration or term of this Agreement shall commence on January 1, 2017 (the "Effective Date") and shall terminate three (3) years thereafter (the "Initial Term") on December 31, 2019, unless terminated pursuant to other provisions contained herein. The initial term may be extended for four (4) additional terms of two (2) years each (2020-2021, 2022-2023, 2024-2025) and one (1) year (2026), upon the parties' mutual written agreement.

         
         

         
         

         01200625- 2

         
         

      2. TARJFF RATES.

         1. Inside Storage Rates and Charges Per Full Container. During the Initial Term and notwithstanding the storage rates set forth in Port Manatee Tariff Items No. 709 (FruitsNegetables) and 702 (Articles - General NOS not otherwise shown), WDS shall pay to the Authority an Inside Storage Rate of $56.856 for full or partially full containers in calendar year 2017, $58.562 in calendar year 2018 and $59.837 in calendar year 2019. The amount of said cargo shall be based upon the number of containers as shown on the Bills of Lading or other appropriate documentation evidencing the arrival of said cargo at Port Manatee. The Inside Storage Rates shall increase each year thereafter based on the current consumer price index (CPI) increase, but shall not be increased more than 3% for any one year. However, in no event shall WDS be charged more than $142,140 total during calendar year 2017, $146,404 total during calendar year 2018 and $154,080 total during calendar year 2019 (January 1 through December 31) ("Annual Inside Storage Rate Maximum"). The Annual Inside Storage Rate Maximum shall increase each year based on that year' s Inside Storage Rate multiplied by the total Minimum Annual Guarantee for containers as described in subparagraph D below. The Inside Storage Rate and the Annual Inside Storage Rate Maximum will not be decreased. (For example in 2020, the 2020 Inside Storage Rate will equal $59.837 multiplied by the then current consumer price index (CPI) increase

            2 of7

            (not more than 3%). The 2020 Annual Inside Storage rate will equal the 2020 Inside Storage Rate multiplied by 2,500.)

         2. Dockage, Wharfage, Linehandling, Harbormaster Fees. Beginning April 1, 2017 and continuing through December 31, 2019, notwithstanding the dockage, wharfage, linehandling, and harbormaster rates set forth in Port Manatee Tariff Items No. 395 (Dockage Rates - Based on Gross Registered Tons (GRT), 396 (Dockage Rates - Based on Vessel Length Overall (LOA)), 440 (Linehandling Charges), 482 (Harbormaster Fee) and 495 (Containerized Cargo), WDS shall pay to the Authority:

            • A Dockage rate of $4.51 per LOA; and

            • A Wharfage rate for containerized cargo of $24.00 per each full or partially full 20-foot container and $40.00 per each full or partially full 40-foot container, (there will be no charge for empty containers); and

            • Effective October 15, 2019, a Wharfage rate of $8.00 for containerized cargo of appliances and/or air conditioners per each full or partially full 20-foot container and per each full or partially full 40-foot; and

            • A Linehandling fee of $345 (plus overtime, if applicable) for each arrival and departure; and

            • A Harbormaster fee of$.039 per GRT in 2017 and 2018, and $.040 per GRT in 2019.

              Beginning January 1, 2020 and continuing throughout the term of this Agreemen,t notwithstanding the dockage, wharfage, linehandling, and harbormaster rates set forth in Port Manatee Tariff Items No. 395 (Dockage Rates - Based on Gross Registered Tons (GRT), 396 (Dockage Rates - Based on Vessel Length Overall (LOA)), 440 (Linehandling Charges), 482 (Harbormaster Fee) and 495 (Containerized Cargo), WDS shall pay to the Authority:

            • A Dockagerate of$4.60 per LOA for January 1, 2020 - December31, 2020, Dockage: $4.69 per LOA for January 1, 2021 - December 31, 2021 and thereafter the Dockage rate shall increase each year based on the current consumer price index (CPI) increase, but shall not be increased more than 2% for any one year; and

            • A Wharfage rate for containerized cargo of $24.00 per each full or partially full 20-foot container and $40.00 per each full or partially full 40-foot container, (there will be no charge for empty containers) throughout the term of this Agreement and all renewals; and

            • A Wharfage rate of $8.00 for containerized cargo of appliances and/or air conditioners per each full or partially full 20-footcontainer and per each full

              
              

              
              

              01200625 -2

              3 of7

              or partially full 40-foot container throughout the term of this Agreement and all renewals; and

              • The 2019 Linehandling fee of $345 (plus overtime, if applicable) for each arrival and departure shall increase in January of each year (Jan. - Dec.) in years 2020 and 2021 based on the current consumer price index (CPI) increase, but shall not be increased more than 2% for any one year and thereafter (in years 2022-2026), the Linehandling rates will remain the 2021 rate; and

              • The 2019 Harbormaster fee of $.040 per GRT shall increase in January of each year (Jan.- Dec.) in years 2020 and 2021 based on the current consumer price index (CPI) increase, but shall not be increased more than 2% for any one year and thereafter (in years 2022-2026), the Harbormaster fee will remain at the 2021 rate.

              
              

              For each calendar year, including extended term, the wharfage rate for full or partially full containerized cargo shall remain $24.00 per each 20-foot container and $40.00 per each 40-foot container and $8.00 for appliances and/or air conditioners until at such time that the wharfage revenue reaches $140,000 for the calendar years 2017 through 2019 and $280,000 for calendar years 2020 through 2026 ("Annual Specified Wharfage Revenue"). In the event that the Annual Specified Wharfage Revenue is reached, the rate per container for the remaining calendar year for both 20 foot and 40 foot, shall be

              $33.00 during 2017, $34.00 during 2018, and $35.00 in years 2019-2026 and $8.00 for appliances and/or air conditioners, effective October 15, 2019 through December 31, 2026.

              
              

         3. Outside Storage. Beginning April 1, 2017 and continuing through December 31, 2019, notwithstanding the rates set forth in Port Manatee Tariff Item No. 477A (Containers/Trailers Storage), WDS shall pay to the Authority an outside storage rate of$3.25 per container in 2017 and 2018 and $3.33 per container in 2019. The Outside Storage rate shall increase each year (Jan. - Dec.) thereafter based on the current consumer price index (CPI) increase, but shall not be increased more than 2% for any one year.

            
            

            
            

            01200625- 2

         4. Minimum Annual Guarantee. Regardless of the amount of full or partially full containers of cargo actually shipped through Port Manatee by WDS during the Initial Term, WDS guarantees that the amount of inside storage to be paid (January 1 through December 31) for calendar years 2017 and 2018 of this Agreement shall be for at least 2,500 containers stripped for inside storage per calendar year. WDS guarantees that

            4of7

            the amount of said inside storage to be paid (January 1 through December 31) for calendar year 2019 ofthis Agreement shall be for at least 2,575 containers stripped for inside storage per calendar year. 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 2,500 is reached in each calendar year during the 2017 and 2018 calendar years and 2,575 is reached in the calendar year of 2019, the Minimum Annual Guarantee (MAG) will be settled. The

            , MAG will revert to 2,500 when the renewal option is exercised in calendar years 2020- 2026. Once the container count is reached in each calendar year during the renewal years, the MAG will be settled. Any shortfall for inside storage will be calculated by the difference in the total number of containers stripped for inside storage and the minimum annual guarantee per each calendar year calculated per the Inside Storage Rate in 3.A. The annual amount of guaranteed wharfage is $280,000 for each calendar year during 2020-2026.

            
            

            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 and waterborne wharfage charged by the Authority and paid by WDS for commodities for each particular quarter, and WDS shall pay the inside storage and wharfage rate set forth herein within thirty (30) days thereafter any difference remaining due between the amount of the commodity inside storage and wharfage actually paid and the amount of the guaranteed commodity inside storage and wharfage for that particular fiscal year. WDS's failure to meet the minimum guaranteed inside storage and wharfage for any fiscal year will be considered a breach of this Agreement by WDS, and grounds for immediate termination of the Agreement at the Authority' s sole option. WDS 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 sixty (60) calendar days from the due date.

            
            

            Regardless of the amount of containers of cargo actually shipped through Port Manatee by WDS during the Initial Term or any extended term, the Authority guarantees that WDS will be provided with sufficient warehouse space to store its incoming cargo and that the Authority will make its best efforts to store related WDS cargo together. However, the Authority makes no guarantees that all of WDS's cargo can be consolidated and stored together. For refrigerated cargo from de-vanned ocean containers, the Authority shall provide:

            1. Storage to accommodate 2,200 pallets in a refrigerated warehouse that, at all times, shall be capable of meeting PRIMUS GFS certification standards, shall have a wireless internet and an area suitable for Custom's Border Patrol (CBP) to

               
               

               012006 25-2 5 of7

               carry out cargo inspections, be structurally sound with 24-hour external security provided and capable of maintaining temperatures ideal for perishable cargo.

            2. Access to at least 6 refrigerated dock doors where the cold chain may at all times be preserved for all pallet movements: from containers into storage, from storage into containers and into trucks to maintain a temperature ideal for perishable cargo, with access to, infrastructure for, and equipment for, camera monitoring of interior of dock space.

            For container storage, the Authority shall provide storage space capable of use for storing any empty standard ocean shipping container (or safe stacks thereof), for seventy (70) containers free of charge. For refrigerated containers, the Authority shall provide a minimum of fifty-two (52) safe, functioning 480V container plugs, for which WDS shall be responsible for the cost of electricity while container plugs are used by containers associated with WDS business. If fifty-two (52) 480V container plugs become insufficient to power the quantity of refrigerated containers required by WDS, WDS shall be permitted use of either (1) the Authority' s mobile generator 480V plug tree to power the remaining refrigerated containers at cost of generatorfuel only, or (2) additional 480V plugs, the cost of electricity to be for the account of WDS.

            
            

         5. Other Charges and WDS Responsibilities. Notwithstanding the free time set forth in Port Manatee Tariff Item No. 365 (Free Time), WDS shall receive 30 days' free time for sugar, 21 days' free time for paper and 10 days' free time for all other cargo.

            Charges for electricity of any cold storage facility used by WDS shall be the responsibility of WDS and the Authority shall invoice WDS monthly for such charges, after receipt of billing from Florida Power & Light (FPL).

            The Authority agrees to allow WDS the use of the Authority's portable dock at no cost to WDS. The Authority agrees that WDS will also not be charged for the area utilized to support the cross-dock operation. WDS agrees to maintain the Authority' s portable dock in safe and operable condition throughout the term of this Agreement. WDS agrees to be responsible for all repairs and liabilities associated with the Authority's portable dock.

            Further, the parties agree that WDS is responsible for any and all of its cargo that is stored at Port Manatee. In accordance with the Port Manatee Tariff, WDS agrees to provide all necessary insurance related to the cargo WDS brings to Port Manatee and that Port Manatee shallnot be responsible for any damage to such cargo.

            
            

            012006 25-2 6 of7

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

         
         

         3. of the Agreement, Amendment One and the provisions contained in this Amendment Two, the provisions set forth in Amendment Two shall prevail. In the event of a conflict between any other paragraphs within Amendment Two, Amendment One and the Agreement, the Agreement and Amendment One shall prevail.

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

      5. EFFECTIVE DATE. The effective date of Amendment Two is December 19, 2019.

IN WITNESS WHEREOF, the parties have caused this Amendment Two to be duly executed in duplicate th.is the 19th day of December 2019.

ATTEST: ANGELINAM. COLONNESO

Clerk of Circuit Court

MANATEE COUNTY PORT AUTHORITY

By: _ Printed: ----------

By : ­

Vanessa Baugh

Chairman AUTHORITY

012 0 0625-2 7 of7

December 19, 2019

AGENDA ITEM 2.: CELEBRATION RECOGNIZING PORT MANATEE’S 50TH

ANNIVERSARY

BACKGROUND:

Port Manatee celebrates its 50th anniversary on October 29, 2020. In honor of this milestone, Port staff has planned numerous events throughout the year to commemorate and memorialize this achievement as outlined in the attached schedule of events.

ATTACHMENT:

Port Manatee’s 50th Anniversary Proposed Schedule of Events

COST AND FUNDING SOURCE:

$100,00 from budgeted port revenues

CONSEQUENCES IF DEFERRED:

Delay in approval of proposed 50th anniversary events

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve the activities and costs for yearlong celebration marking Port Manatee’s 50th Anniversary.

Port Manatee’s 50th Anniversary Proposed Schedule of Events

• Executive Dinner Event

• Port Employee and Family BBQ event

• Participation Manatee County Fair

• Participation DeSoto Parade

• Advertising and Publications

• Marketing and Promotional Materials

December 19, 2019

AGENDA ITEM 3.: ADDITIONS, CHANGES AND/OR INCREASES TO

PORT MANATEE TARIFF NO. 3

BACKGROUND:

On November 18, 2019, proposed tariff increases were published on Port Manatee’s website and tenants/users were invited to discuss the tariff adjustments to be effective January 1, 2020. Certain rates remain unchanged while others are increased approximately 4% as annotated in attached tariff pages.

ATTACHMENT:

Port Manatee Tariff No. 3 additions, changes and/or increases effective 01/01/20.

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

Loss of revenue.

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to approve the attached Port Manatee Tariff No. 3 additions, changes and/or increases effective 01/01/20.

December 19, 2019

AGENDA ITEM 4.: EXECUTIVE DIRECTOR EVALUATION DISCUSSION

BACKGROUND:

On February 15, 2018, the Authority entered into an Employment Agreement with Mr. Carlos Buqueras subsequently amended on June 12, 2018, by the First Amendment to Employment Agreement. The Employment Agreement provides for annual evaluations of the Director’s performance of his duties and responsibilities including all performance measures, goals and objectives established between the Authority and the Director. The Authority’s legal counsel provided a short-form evaluation to the Authority Members and written comments are summarized for discussion.

ATTACHMENT:

N/A

COST AND FUNDING SOURCE:

N/A

CONSEQUENCES IF DEFERRED:

N/A

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

N/A

December 19, 2019

AGENDA ITEM 5.: ELECTION OF PORT AUTHORITY OFFICERS

BACKGROUND:

An election was conducted during the meeting of the Board of County Commissioners on December 10, 2019, of the officers of said Board and the Port Authority. It is appropriate that the election of the Port Authority officers be confirmed at this Port Authority meeting.

ATTACHMENT:

None.

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

N/A.

LEGAL REVIEW: Yes

RECOMMENDATION:

Move to approve, ratify and confirm the election of Priscilla Trace as Chairman, Reggie Bellamy as First Vice Chairman, Misty Servia as Second Vice Chairman and Stephen R. Jonsson as Third Vice Chairman of the Port Authority effective 12:01 a.m. January 1, 2020, to serve for the calendar year 2020, or until their successors are duly elected.

December 19, 2019

SUPPLEMENTAL

AGENDA ITEM 6.: AMENDMENT NUMBER 2 TO THE PROJECT

COOPERATION AGREEMENT

BACKGROUND:

On June 17, 2004, the Authority approved a Project Cooperation Agreement with the Department of the Army for completion of the construction of the Manatee Harbor. On April 20, 2006, Amendment Number 1 was approved for credits towards the cost of certain planning, design and construction of the mitigation features. Amendment Number 2 is presented to further amend the Agreement to add the extension of the South Channel for the Department of the Army’s assumption of operation and maintenance.

ATTACHMENT:

Amendment Number 2 to the Project Cooperation Agreement between the Department of the Army and the Manatee County Port Authority for Construction of the Manatee Harbor, Florida Navigation Project

COST AND FUNDING SOURCE:

Significant savings to the Port

CONSEQUENCES IF DEFERRED:

Missed deadline required by Department of Army for signature

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute Amendment Number 2 to the Project Cooperation Agreement between the Department of the Army and the Manatee County Port Authority for Construction of the Manatee Harbor, Florida Navigation Project.

AMENDMENT NUMBER 2 TO THE

PROJECT COOPERATION AGREEMENT BETWEEN

THE DEPARTMENT OF THE ARMY AND

THE MANATEE COUNTY PORT AUTHORITY FOR CONSTRUCTION OF THE

MANATEE HARBOR, FLORIDA NAVIGATION PROJECT

THIS AMENDMENT NUMBER 2 is entered into this day of

, 2019, by and between the Department of the Army (hereinafter the “Government”), represented by the District Engineer and the Manatee County Port Authority (hereinafter the “Non-Federal Sponsor”), represented by the Chairwoman of its Governing Board.

WITNESSETH, THAT:

WHEREAS, on July 6, 2004, the Government and the Non-Federal Sponsor entered into a Project Cooperation Agreement (hereinafter the “Agreement”) for completion of construction of the Manatee Harbor, Florida Navigation Project at Port Manatee, Florida;

WHEREAS, on May 5, 2006, the Government and the Non-Federal Sponsor amended the Agreement to credit towards the Non-Federal share the cost of certain planning, design, and construction of the mitigation features identified for Phase II;

WHEREAS, Section 156 of the Energy and Water Development Appropriations Act, 2004, Public Law 108-137, as amended by Section 126 of the Consolidated Appropriations Act of 2008, Public Law 110-161, modified the Manatee Harbor, Florida Navigation Project to include the construction of an extension of the south channel a distance of approximately 1,584 feet consistent with the general reevaluation report, dated April 2002, and authorized the Secretary to carry out the project as modified at a total cost of $61,500,000;

WHEREAS, the Non-Federal Sponsor completed construction of the extension of the south channel in 2013; and

WHEREAS, the Parties desire to further amend the Agreement to modify the Manatee Harbor, Florida Navigation Project to add the extension of the south channel, for which the Government will assume operation and maintenance.

1

NOW, THEREFORE, the Government and the Non-Federal Sponsor agree to further amend the Agreement as follows:

1. Delete the first paragraph in Article I.C. and replace it with the following:

   
   

   “C. The term "general navigation features" shall mean the initial general navigation features, the 15,850 foot long and 400 foot wide entrance channel extending from the main Tampa Harbor Channel to the Manatee County Port facilities at Manatee Harbor, Florida with a depth of 40 feet mean low water constructed as Phase I and the subsequent dredged or excavated material disposal facilities. The general navigation features shall consist of the turning wideners at the intersection of Port Manatee and Tampa Harbor Channels; and the modified 900 by 1300 foot turning basin at Port Manatee as generally described in the Manatee Harbor, Florida Limited Reevaluation Report and Environmental Assessment and Post Authorization Change Report dated May 2003 and approved by the Chief of Engineers on June 27, 2003 and the 15,850 foot long and 400 foot wide entrance channel extending from the main Tampa Harbor Channel to the Manatee County Port facilities at Manatee Harbor, Florida with a depth of 40 feet mean low water constructed as Phase I; and the extension of the south channel a distance of approximately 1,584 feet as generally described in the draft general reevaluation report, dated April 2002 and prepared by the Jacksonville District. The term does not include any lands, easements, rights-of-way, relocations; removals; betterments; any capacity provided pursuant to Article II.M.3. of this Agreement; aids to navigation; or local service facilities.”

   
   

2. All other terms and conditions of this Agreement remain unchanged.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment Number 2, which shall become effective upon the date it is signed by the District Engineer.

DEPARTMENT OF THE ARMY MANATEE COUNTY PORT AUTHORITY

BY: BY:

Andrew D. Kelly Vanessa Baugh

Colonel, U.S. Army Chairwoman

District Engineer Governing Board

DATE: DATE:

2

CERTIFICATE OF AUTHORITY

I, Jennifer Cowan, do hereby certify that I am the principal legal officer for the Manatee County Port Authority, that the Manatee County Port Authority is a legally constituted public body with full authority and legal capability to perform the terms of Amendment Number 2 to the Project Cooperation Agreement between the Department of the Army and the Manatee County Port Authority in connection with the Manatee Harbor, Florida Navigation Project and to pay damages, if necessary, in the event of the failure to perform in accordance with the terms of this Amendment Number 2, as required by Section 221 of Public Law 91-611, as amended (42

U.S.C. 1962d-5b), and that the person who executed this Amendment on behalf of the Manatee County Port Authority acted within her statutory authority.

IN WITNESS WHEREOF, I have made and executed this certification this

day of 2019.

Jennifer R. Cowan

Port Authority Attorney Manatee County Port Authority

CERTIFICATION REGARDING LOBBYING

The undersigned certifies, to the best of his or her knowledge and belief that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

   
   

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

   
   

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Vanessa Baugh

Chairwoman, Governing Board Manatee County Port Authority

DATE: