MANATEE COUNTY PORT AUTHORITY AGENDA

March 4 2025

9:00 a.m.

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

1. CALL TO ORDER

   
   

2. Public Comments

   
   

3. Consent Agenda

   Requests by Port Authority (items to be pulled from Consent Agenda)

   
   

4. Executive Director Comments

   
   

5. Commissioner Comments

   
   

6. Adjourn

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.

Mike Rahn, Chairman;

Dr. Bob McCann 1st Vice Chairman; Amanda Ballard 2nd Vice-Chairman; Tal Siddique 3rd Vice Chairman; Jason Bearden, Member;

Carol Ann Felts, Member; George Kruse, Member

‌March 4, 2025

1. CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes – January 28, 2025, February 10, 2025

      
      

   3. Budget Resolution

      
      

   4. Container Yard Phase 3 Engineering Contract Award

      
      

   5. Memorandum of Agreement Regarding Emergency Repairs

      
      

   6. Security Vehicles Purchase

      
      

   7. Port Security Surveillance Upgrades

      
      

   8. Approval of the Sublease between Del Monte Fresh Produce and Gulf Stevedoring Services, LLC

      
      

   9. Port Manatee Tariff No. 3 Item 445

      
      

   10. Amendment for Extension of Public Transportation Grant Agreement – Berth Rehab

       
       

   11. Radiation Portal Monitors Award

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 REGULAR MEETING

COUNTY ADMINISTRATION CENTER, HONORABLE PATRICIA M. GLASS CHAMBERS

1112 Manatee Avenue West Bradenton, Florida January 28, 2025

https://www.youtube.com/channel/UC4KFtzaC9Z87D5mn_SKKtBA

Present were:

Mike Rahn, Chairman

Dr. Bob McCann, First Vice-Chairman Amanda Ballard, Second Vice-Chairman Tal Siddique, Third Vice-Chairman Jason Bearden

Carol Ann Felts George W. Kruse

Also present were:

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

Dustin Peebles Accounting, Clerk of the Circuit Court Robin Toth, Deputy Clerk, Clerk of the Circuit Court

1. CALL TO ORDER

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

   AGENDA PA20250128DOC001

   Updated Agenda (dated 1/28/25) to add Consent Agenda Item 1.J., Second Amendment to the Purchase and Sale Agreement of Real Property with Fortress 2020 Landco LLC PA20250128DOC002

2. PUBLIC COMMENT

   Glen Gibellina spoke about the last-minute agenda revision, solar power at the Port and the Warrant List. He also commented on Consent Agenda Item 3.D., Contract with Ramba Law Group LLC, for legislative lobbyist services.

   
   

   There being no further public comment, Chairman Rahn closed public comment.

3. REVISED CONSENT AGENDA PA20250128DOC003

   Items pulled by Members: Item 3.J – Pulled by Member Kruse

   Item 3.D – Pulled by Member McCann

   
   

   Carlos Buqueras, Executive Director, stated the motion for Consent Agenda Item 3.H, was revised to approve Recommendation 1, and to delete Recommendation 2, to be brought back at a future date.

   
   

   Member McCann declared a Point of Order, as he did not have an updated agenda with the addition of Consent Agenda Item 3.J.

   
   

   Member Kruse noted OnBase did not have the updated agenda with added Consent Agenda Item 3.J, but the updated agenda was distributed by email last night.

   
   

   RECESS/RECONVENE: 9:12 a.m. – 10:22 a.m. All members present.

   Chairman Rahn noted Port Authority Agenda updates are sent electronically, but this can be

   
   

   changed. Added Consent Agenda Item 3.J, was emailed to Members for review.

   
   

   Chairman Rahn stated he would speak with the Port Director about solar power. There being no public comment, Chairman Rahn closed public comment.

   Motion – Approve Consent Agenda

   A motion was made by Member Siddique, seconded by Member Ballard, and carried 7-0, to approve the Consent Agenda, incorporating the language as stated in the recommended motions on the cover sheets for Items A, B, C, E. F, G, I, Item H. with the deletion of Recommendation 2., and with deletion of Items 3.D and 3. J, (both separate action).

   
   

   1. WARRANT LIST

      Accepted Warrant Listing from December 10, 2024, to January 13, 2025

      PA20250128DOC004

   2. MINUTES

      Approved the Minutes of December 19, 2024

   3. BUDGET AMENDMENT

Adopted Budget Resolution PA-25-06, budgeting $230,577 for Florida Department of Transportation (FDOT) Security Grant G3700 funded $172,933 by FDOT, and $57,644 of Port cash for purchase of security vehicles; $3,333,333 for Berth 4 extension initiative G2M63 funded $2,500,000 by FDOT and $833,333 of Port cash, and, transfers $50,000 of Port cash to the engineering account for TECO and Grove Street Topographic survey/wetland delineation including environmental permitting and analysis PA20250128DOC005

E. SECURITY VEHICLES AND SURVEILLANCE ENHANCEMENTS

Adopted Resolution PA-25-07, authorizing execution of Public Transportation Grant Agreement G3700 with FDOT, for purchase of security vehicles and surveillance enhancements (FDOT $172,933; Port $57,644), for total project cost of $230,577

PA20250128DOC006

F RADIATION PORTAL MONITORS PROFESSIONAL SERVICES CERTIFICATION AND RANKING

Approved Certification and Ranking of Tetra Tech, Inc., for radiation portal monitors with a contract subject to Port Authority approval (Port staff to negotiate contract and bring back to the Authority for approval) PA20250128DOC007

1. CROSSTIES, ROCK BALLAST, SUB BALLAST FOR CONSTRUCTION OF A RAIL SWITCH AND RAIL SPUR

   Approved purchase orders in the total amount not to exceed $400,000, for purchase of crossties, rock ballast, and sub ballast materials for construction of a rail switch and rail spur PA20250128DOC008

2. CONTAINER YARD PHASE 3 PROFESSIONAL SERVICES CERTIFICATION AND RANKING

   Approved Certification and Ranking for Intermodal Container Yard Phase 3 Project with contracting subject to Port Authority approval of a contract PA20250128DOC009

3. PORT SECURITY SURVEILLANCE UPGRADES

Approved and authorized the Chairman to execute Proposal SPM – Wireless Network Refresh in the amount of $749,982.88, for surveillance upgrades provided by Siemens Industry, Inc. PA20250128DOC010

(End Consent Agenda)

ITEM 3.D, CONTRACT FOR PROFESSIONAL SERVICES WITH RAMBA LAW GROUP LLC

Carlos Buqueras, Port Director, stated the selection of a lobbying firm was determined approximately eight years ago, to increase lobbying at State level to have more robust SeaPort Manatee representation in Tallahassee. The Contract for Professional Services with Ramba Law Group LLC, represents an increase for additional lobbying services. The firm is currently paid $5,000 a month; the request is for an additional $2,500, for a monthly fee of $7,500.

In response to questions regarding the Port’s return on investment with Ramba Law Group LLC, Mr. Buqueras stated he could not give an accurate figure without looking into financial records. The requested information would be provided to Authority members.

Denise Stufflebeam, Port Finance Director, reiterated that an accurate figure to Ramba Law Group LLC, is difficult without looking at financial records, as this is a group effort of staff involvement and State and Federal lobbyists.

Discussion ensued on what funding would be obtained due to the influence of Ramba Law Group, ability to equate performance versus services, setting bad precedent by targeting the Port’s lobbyist firm, the Port is run like a business and does an excellent job, and the Port Authority believes the cost for the additional lobbyist services is a good decision.

A motion was made by Member Siddique, seconded by Member Kruse, and carried 7-0, to approve and authorize the Chairman to execute the Contract for Professional Services between the Manatee County Port Authority and Ramba Law Group LLC, for State governmental consulting services, strategic planning, and grant identification and application assistance. PA20250128DOC011

ITEM 3.J., SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT OF REAL PROPERTY

Mr. Buqueras stated Consent Agenda Item J, is for approval of Second Amendment to Agreement for Purchase and Sale of Real Property (10/17/24) between Manatee County Port Authority and Fortress 2020 Landco LLC, for approximately 103 acres in the vicinity of SeaPort Manatee. The Authority approved First Amendment to Agreement (11/12/24) for an extension of the due diligence period. Both parties agreed a Second Amendment is needed to extend the Inspection Period and deadline for the seller to resolve title objection issues. The Second Amendment extends the Inspection Period to February 14, 2025.

Member Kruse commented on the date of the Agreement (10/17/24). There is concern that the Port now requests an extension that is nonrefundable; otherwise, there would not be an extension. The Inspection Period to examine the condition of the real property is extended until February 14, 2025, unless there is some way all Members can be properly briefed on the reason for the extension in a two-week turnaround time. He asked Mr. Buqueras to expound on the extension and the non-refundable deposit.

Mr. Buqueras stated staff is in the negotiation process with the seller, and there is no money associated with the Second Amendment. Both seller and buyer acknowledge that as of the effective date of the Second Amendment, there is a need to extend both the Inspection Period and deadline for the seller to resolve issues raised by the Buyer in the objections to title. The Port Authority can call a special meeting with sufficient briefing and notice before taking action.

Member Kruse stated he had not seen this agenda item, and everyone should be informed of the issues and risks.

Mr. Buqueras stated that at this time, the seller has only agreed to a two-week extension.

Jennifer Cowan, Port Authority Attorney, stated this will come back to the Authority before closing and due diligence is complete. Action will be in the form of resolutions authorizing Mr. Buqueras to execute the remaining documents associated with the closing. The $500,000 deposit is non-refundable, as stated in the Contract ($250,000) and First Amendment ($250,000). The extension, requested on both sides, is two-fold; the primary reason, which is working with Florida Department of Environmental Protection (FDEP) to agree on the existing condition of the site with a covenant not to sue or enforce. The second reason pertains to a title issue of an easement on the property. There is no cost associated with the extension, and it grants more time for discussion and meaningful dialogue.

Chairman Rahn stated FDEP has assured they are moving the process along quickly. Granting the extension allows time to resolve the issue with FDEP.

Member McCann requested the three, new Authority Members be provided with the documents on this item, as this transaction started prior to them as Authority Members.

Motion to Extend Two Weeks

A motion was made by Member Siddique, seconded by Member Ballard, and carried 7-0, to approve the Second Amendment to Agreement for the Purchase and Sale of Real Property between the Manatee County Port Authority and Fortress 2020 Landco LLC.

PA20250128DOC012

ADJOURN

There being no further business, Chairman Rahn adjourned the meeting at 11:03 a.m. Minutes Approved:                   

‌MANATEE COUNTY PORT AUTHORITY SPECIAL MEETING

PORT MANATEE INTERMODAL CENTER, THIRD FLOOR

1905 Intermodal Circle Palmetto, Florida February 10, 2025

https://www.youtube.com/channel/UC4KFtzaC9Z87D5mn_SKKtBA

Present were:

Mike Rahn, Chairman

Dr. Bob McCann, First Vice-Chairman Amanda Ballard, Second Vice-Chairman Tal Siddique, Third Vice-Chairman Jason Bearden

Carol Ann Felts

George W. Kruse, (Attended via Teams)

Also present were:

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

Dustin Peebles Accounting, Clerk of the Circuit Court Hannah Bishop, Deputy Clerk, Clerk of the Circuit Court

1. Chairman Rahn called the meeting to order at 9:00 a.m.

   AGENDA PA20250210DOC001

   1. INVOCATION

      Chaplain Jeff Holton, Anchor House, delivered the invocation.

      
      

   2. PLEDGE OF ALLEGIANCE

      Commissioner Bearden led the Pledge of Allegiance.

2. PARTICIPATION IN SPECIAL MEETING VIA TEAMS

Due to the extraordinary circumstances relating to extension deadlines of a land purchase agreement, Commissioner George Kruse will participate via Teams for the February 10, 2025, Special Meeting of the Manatee County Port Authority for the consideration of said land purchase.

A motion was made by Member Felts, seconded by Member Ballard, and carried 7-0, to approve Commissioner George Kruse’s participation via Teams for the February 10, 2025, Special Meeting of the Manatee County Port Authority. PA20250210DOC002

1. PUBLIC COMMENT

   Staff and Members of the audience introduced themselves.

   
   

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

2. LAND PURCHASE FROM FORTRESS LANDCO LLC

   Carlos Buqueras, Seaport Manatee, Executive Director, requested approval of the item.

   
   

   Jennifer R. Cowan, Port Authority Attorney, reviewed background information, on October 17, 2024, the Authority approved a resolution, for the acquisition of real property from Fortress 2020 Landco LLC, for approximately 103 acres in the vicinity of SeaPort Manatee, on November 12, 2024, the Authority approved the first amendment to the agreement for an extension of the inspection period, on January 28, 2025, the Authority approved the second

   February 10, 2025 (Continued)

   
   

   amendment extending the inspection period until February 14, 2025, resolution PA-25-08 authorizes the appropriate agents or officers of the Authority, to sign all necessary documents for the closing, Resolution PA-25-09 approves and ratifies the purchase and sale agreement, the lease agreement, and authorizes a loan in the amount of $14,151,550 million from Fortress, the total amount for the land purchase is approximately $21,651,550 million, a lease agreement for nearly 50 acres has been negotiated with Fortress for the purpose of development and commercial operations to support SeaPort Manatee.

   Discussion ensued regarding the Florida Department of Environmental Protection (DEP) disposing anything on the property, a risk analysis on the property, funding from the State, the grant, concerns with this being a successful purchase, Port funding comes from a different allocation, Port funds can be federal, planning for the future, Port is becoming landlocked, Fortress covering the infrastructure cost, and Representative Will Robinson is doing the title work for the property.

   
   

   RECESS/RECONVENE: 9:34 a.m. - 9:39 a.m. All Members were present.

   
   

   Discussion continued regarding concerns with the property and title process, funding, and identification process, overpaying for the property, the appraisal was lower than purchase price, other appraisals, value at highest and best use, too much uncertainty to approve today, Port expansion, contracts between Honeywell and Fortress, improve the process, address the environmental concerns, discussion with Fortress tomorrow, mitigation clean up on the property, create a detailed business plan, turnaround time with getting concerns resolved, ensuring the deadlines are being met, the land is vacant, should be focusing on the current damages of the Port from the Hurricanes, need to extend the process and purchase contract, lease agreement with Fortress, an extension for the agreement, recess to discuss the motions needing to be made today, a model for the property, and questioned if there are other customers wanting to purchase the property.

   
   

   RECESS/RECONVENE: 10:32 a.m. – 10:49 a.m. All Commissioners present.

   
   

   Ms. Cowan stated the attorney representing Fortress stated his client is not prepared to commit to an extension today.

   
   

   Discussion ensued regarding course of action, requesting this come back to the Board on February 18, 2025, concerns with the deadline to terminate the contract being Friday, February 14, 2025, meaningful extension, and temporarily terminate the contract.

   A motion was made by Member McCann, seconded by Member Bearden, and carried 6-1, with Chairman Rahn voting nay, to terminate the contract with Fortress Landco LLC.

   PA20250210DOC003

3. EXECUTIVE DIRECTOR COMMENTS

   Carlos Buqueras, Seaport Manatee, Executive Director, stated the ribbon cutting is taking place next week and invites the Commissioners to attend.

   
   

4. COMMISSIONER COMMENTS

   There were no Commissioner Comments.

   
   

   ADJOURN

   There being no further business, Chairman Rahn adjourned the meeting at 11:04 a.m. Minutes Approved:                   

   ‌March 04, 2025

   
   

   CONSENT

   AGENDA ITEM 3.C: BUDGET RESOLUTION

   
   

   BACKGROUND:

   
   

   This resolution budgets the following:

   
   

   • $500,000 of Port cash which will be offset by the lease revenue of the same amount for land improvements to include site grading, drainage installation, fencing, utilities, and roadways to the 10-acre Bay Street North Parcel project.

   • $735,000 for the Florida Department of Transportation (FDOT) Memorandum of Agreement #H1224 for the design, permitting, and construction of emergency repairs to Berth 4 and Berth 10 related to damage caused by Hurricane Milton funded 100% by FDOT.

   
   

   ATTACHMENT:

   
   

   Budget Resolution PA-25-12

   
   

   COST AND FUNDING SOURCE:

   
   

   Budgets $735,000 FDOT funding, $500,000, Port cash.

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in budget allocations.

   
   

   LEGAL COUNSEL REVIEW: N/A

   
   

   RECOMMENDATION:

   
   

   Move to adopt Budget Resolution PA-25-12.

   RESOLUTION PA-25-12 AMENDING THE ANNUAL BUDGET

   FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2024-2025

   
   

   WHEREAS, Sections 129.06 and 180.016, Florida Statutes, 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 2024-2025 budget is hereby amended in accordance with Section 129.06 and 180.016, Florida Statutes as described on the attached summary and specified in the budget adjustment batch files which are listed below:

ADOPTED with a quorum present and voting this the 4th day of March 2025.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:                                   

BUDGET AMENDMENT RESOLUTION NO. PA-25-12 AGENDA DATE: March 04, 2025

1. Fund: Port Cash

   
   

   Section: Bone Yard Improvements/ Warehouse

   
   

   Description: Budgets $500,000 for land improvements to the 10-acre Bay Street North Parcel Improvements project.

   
   

   Batch ID: BAAL030425A Reference: BU25000235

   
   

2. Fund: FDOT

   
   

   Section: Berth 4 Improvements

   Berth 10 Improvements

   
   

   Description: Budgets $735,000 for design, permitting and construction of emergency repairs to Berth 4 and 10 related to damage caused by Hurricane Milton.

   
   

   Batch ID: BAAL030425A Reference: BU25000236

   ‌March 4, 2025

   
   

   CONSENT

   AGENDA ITEM 3.D: CONTAINER YARD PHASE 3 ENGINEERING PROFESSIONAL SERVICES AWARD

   
   

   BACKGROUND:

   
   

   On January 28, 2025, the Authority approved the certification and ranking of engineering services for the Container Yard Phase 3 project with Stantec Consulting Services Inc. (Stantec) ranking number one. Container Yard Phase 3 is a multi-phase implementation of the south container yard in the Authority’s master plan and consists of approximately 16.5 acres to the east of the existing yard and includes a new bridge over the drainage channel to provide egress from the yard and includes infrastructure for cranes electrification. Port staff have negotiated the attached contract with Stantec for the design and permitting of the project in the amount of $1,152,783.70.

   
   

   ATTACHMENT: Port Manatee Professional Services Contract Container Yard Phase 3

   
   

   COST AND FUNDING SOURCE:

   
   

   FDOT funding in the amount of $576,391.85 and Port cash of $576,391.85

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in contracting for the design and permitting of the Container Yard Phase 3 project

   
   

   LEGAL COUNSEL REVIEW: Yes

   
   

   RECOMMENDATION:

   
   

   Move to approve and authorize the Chairman to execute the contract between the Manatee County Port Authority and Stantec Consulting Inc. for the design and permitting of the Intermodal Container Yard Phase 3 in the amount of $1,152,783.70, subject to FDOT approval.

   Port Manatee Professional Services Contract Container Yard Phase 3

   
   

   MANATEE COUNTY PORT AUTHORITY,

   
   

   a political entity of the State of Florida, with offices located at Port Manatee, 300 Tampa Bay Way, Palmetto, FL 34221, hereinafter referred to as the “Authority”, and

   
   

   Stantec Consulting Services Inc.,

   
   

   a professional services firm, with its principle place of business located at 777 S Harbor Island Blvd #600 Tampa, Florida 33602, hereinafter referred to as the “Consultant,” for and in consideration of the mutual covenants of this Contract and other good and valuable consideration hereby agree as follows:

   
   

   ARTICLE 1. CONTRACT DOCUMENTS: This Contract consists of this document including attachments, the RFQ, and Consultant’s response to the RFQ, as if all components were set forth herein verbatim. In the event of a conflict between the terms and conditions provided in this document including the attachments and the RFQ or response, the provisions in this document will prevail. No amendment will be effective until and unless reduced to writing and executed by the Parties.

   To the extent that the incorporated proposal addresses any terms inconsistent with the terms of this main Contract document, the inconsistent proposal terms do not apply.

   
   

   ARTICLE 2. SCOPE OF SERVICE: The Consultant will provide services as described in Attachment A: Professional Services Proposal, dated January 29, 2025.

   
   

   The Consultant shall perform all services in accordance with generally accepted professional standards. No other warranty, express or implied, is made or intended. The Consultant shall perform all services as expeditiously as is consistent with professional skill and care and the orderly progress of the work. All work of any kind must conform to and be in compliance with, and the consultant shall be familiar with applicable codes, laws, ordinances, regulations and restrictions, guidelines, standards, procedures and directives.

   
   

   The Consultant recognizes that funding for this project is being made from 2 sources: the Florida Department of Transportation (the “FDOT”), pursuant to Grant Agreement, Financial Project Number 444251-1-94-03, Contract Number G3199, for G3199 (the “Grant”) and Federal Grant 693JF72340014. Consultant has reviewed the Grants and agrees to comply with all of the requirements under the Grants and complete the Engineer’s Certification of Compliance to the Department if required by the Authority or FDOT. Failure of the Consultant to comply with any provision of the Grant will be grounds for immediate termination of this Contract and potential liability to the Port for loss of grant money.

   ARTICLE 3. COMPENSATION: The Authority shall pay the Consultant for services performed or rendered for the Authority pursuant to the terms of this Contract the amount applicable to the portion of the services completed pursuant to the Contract, including but not limited to the related reimbursable expenses if applicable. The amount of compensation paid to the Consultant shall in no event exceed the amount set forth in the Contract. The amount of per diem and travel expenses paid by the Authority to the Consultant must be limited to the extent set forth in Section 112.061 of the Florida Statutes if applicable. Payment may be made by the Authority to the Consultant based upon invoices or statements periodically (but no more than once a month) and timely submitted by the Consultant to the Authority that sufficiently document, itemize, and report all compensation expenses claimed. Recognizing that the Authority is a public entity, the Consultant shall provide all of the necessary documents and records to the Authority, the Clerk of the Circuit Court of Manatee County, Florida on behalf of the Authority, and to any independent auditor of the Authority upon request, using forms as provided by the Authority, as necessary pursuant to acceptable accounting standards applicable to public bodies and to provide the necessary audit trail and justification for the Authority paying said compensation and expenses.

   Compensation to the Consultant will be computed based on the percentage completed of each task listed in Attachment A: Professional Services Proposal and the total value of each task set forth in Attachment A: Professional Services Proposal. Said compensation will be the total compensation for the services and must contain all costs to include salaries, office operation, transportation, equipment, overhead, general and administrative, incidental expenses, fringe benefits and operating margin.

   
   

   “Task,” as used in the Contract, refers to particular categories/groupings of services.

   
   

   ARTICLE 4. REIMBURSABLE EXPENSES: All costs of providing the Scope of Services will be the responsibility of the Consultant with no separate reimbursement by the Authority for any direct costs.

   
   

   ARTICLE 5. SUBCONTRACTORS AND SUBCONSULTANTS: The Consultant may not

   sublet, assign or transfer any work under this Contract to another associated firm, a subcontractor or a Subconsultant without the prior written consent of the Authority in an amendment to the Contract or PSA. The Consultant shall require all associated professional consultant firms, subcontractors and Subconsultants to adhere to the appropriate provisions of this Contract and the utilization of any such associated professional consultant firm, subcontractor or Subconsultant by the Consultant will not relieve the Consultant from any liability or responsibility to the Authority pursuant to the provisions of this Contract or any duly executed PSA.

   
   

   ARTICLE 6. AUTHORIZATION OF OPTIONAL OR ALTERNATIVE PROFESSIONAL

   SERVICES: No work is guaranteed under this Contract. The Consultant shall provide services described in Attachment A: Professional Services Proposal as optional or alternative only after receipt of written specific authorization from the individual or individuals authorized pursuant to the “Contract Administration” section of this Contract.

   ARTICLE 7. AUTHORIZATION OF ADDITIONAL PROFESSIONAL SERVICES: The

   Consultant shall provide additional services beyond the initial Scope of Services only after receipt of a written Professional Services Authorization (PSA) issued in accordance with this Contract in the attached form. PSAs must be signed by the Consultant and the Authority and will constitute supplemental agreements entered into under the terms and conditions of this Contract.

   Each PSA must establish the following:

   
   

   1. Identification of the contract to which the PSA is subject and statement that the services are subject to the identified contract;

   2. A PSA number;

   3. A title for the project;

   4. A general description of the purpose of the work;

   5. A clear and concise description of each item of the scope of the services to be performed in sufficient detail to reasonably assure both Parties as to the extent and cost of each service to be performed;

   6. The scope items to which a lump sum fee applies and the total compensation that will be paid to the Consultant by the Authority for completion of the project services;

   7. The scope items to which time charges apply and the maximum total compensation amount to which they are limited for each scope item;

   8. The maximum total amount to which reimbursement of related expenses is limited;

   9. Deliverables;

   10. The committed date of completion of the services, with intermediate milestone dates where appropriate;

   11. Subconsultants to be utilized, the scope items in which they will be involved, and the above-referenced fees and expenses attributable to them;

   12. Any additional details that may be required to describe the duties and obligations of the Parties with respect to a particular PSA;

   13. A designated person to act on the Consultant’s behalf on all matters concerning the PSA; and

   14. Reference to any applicable grants used to fund the work and its requirements.

The Executive Director of Port Manatee may approve on behalf of the Authority additional services PSA where the total project’s fee, reimbursable expenses and other compensation to the Consultant do not exceed the threshold amount set forth in the Manatee County Port Authority Procurement Policy, as amended from time to time. Any single PSA in excess of the specified threshold amount may not be effected, unless and until the document has been approved by the Authority and signed on behalf of the Authority. The PSA may not be purposefully divided to increase the delegated authority provided to the Executive Director.

The Parties shall negotiate in good faith the terms of each proposed additional services PSA. If the Parties are not able to negotiate in good faith the terms of a particular proposed PSA, no services shall be performed by the Consultant in reliance thereon.

Consultant is expected to identify and include, or expressly exclude, all services in the applicable

engineering disciplines that would be reasonably expected to be necessary to complete the project. Additionally, services reasonably expected include those services potentially necessary depending on known factors that have yet to be resolved and those services reasonably expected are to be identified with the fee for such services subject to resolution. All reasonably expected services not expressly excluded, even if not specifically expressed, will be required without additional fees.

Consultant acknowledges and agrees that time is of the essence with respect to its performance under this Contract and any PSA.

If the project described in any PSA is suspended, canceled, or abandoned by the Authority, without affecting any other PSA or this Contract, the Consultant must be given seven (7) calendar days prior written notice of such action and shall be compensated for professional services provided up to the date of suspension, cancellation or abandonment.

Port Authority approval of the Contract and any related PSA is subject to FDOT approval pursuant to terms of the applicable grants.

ARTICLE 8. AUTHORITY COOPERATION: The Authority shall, at its sole cost, furnish to the Consultant all reasonably available books, plans, records, studies and other documents and information in the possession of the Authority to assist the Consultant in performing services pursuant to this Contract. The Authority does not warrant the accuracy or completeness of the information authored by third parties. The Consultant is responsible for independently verifying the information contained in the documents provided.

ARTICLE 9. PROPERTY OF THE AUTHORITY: All reports, studies, plans, specifications, maps and data prepared or obtained by the Consultant pursuant to any duly executed PSA must become the property of the Authority and must be made available to the Authority upon request at any reasonable time, including all finished or unfinished documents and other data prepared or obtained by the Consultant upon the termination of this Contract in whole or in part. Documents shall be provided in original searchable electronic format (as opposed to scanned with OCR).

Consultant may not be held liable for the accuracy or reliability of any partially completed work clearly identified as partially completed and delivered in accordance with this provision. The Consultant will have the right to retain reproducible copies of said documents or other data. Any reuse of said documents or other data by the Authority without written verification or adaptation by the Consultant for the specific use intended will be at the sole risk of the Authority and without liability or legal exposure to the Consultant.

ARTICLE 10. CONTRACT ADMINISTRATION: The Authority hereby authorizes the Executive Director of Port Manatee to administer the terms and conditions of this Contract on behalf of the Authority and to make all managerial decisions on behalf of the Authority as they relate to the provisions of this Contract. The Executive Director has the authority to transmit instructions, receive information, interpret and define the policy of the Authority and decisions pertinent to services covered by this Contract. The Executive Director has the right from time to time to designate such other employee of the Authority as the Executive Director may deem advisable to perform administrative and managerial functions as they relate to provisions of this Contract.

For the purposes of this Contract, the Senior Director and Port Engineer, Department of Engineering, Planning and Environmental Affairs, is the designated Contract Manager.

For the purposes of this Contract, George Isiminger, Senior Director, Engineering and Construction, Manatee County Port Authority is designated as the person to act on the Consultant’s behalf on all matters concerning this Contract.

ARTICLE 11. NOTICE: Any notice or other writings permitted or required to be delivered under the provisions of this Contract must be in writing and be delivered by sending the notice by personal delivery, electronic mail, U.S. regular mail, or U.S. express mail in any event with sufficient postage affixed, and addressed as follows:

If to Authority:

Manatee County Port Authority 300 Tampa Bay Way

Palmetto, FL 34221 Attention: Executive Director

Email: cbuqueras@portmanatee.com If to Consultant:

Hamid Sahebkar, Senior Principal, 777 S Harbour Island Boulevard Suite 600 Tampa Florida 33602

Either party may change said address by notice in writing to the other party in the manner provided in this Contract.

ARTICLE 12. ACCESS TO THE PORT: Access to Port Manatee is controlled pursuant to seaport security requirements that change from time to time to comply with applicable governing laws, rules and regulations. The Consultant is responsible for compliance with all of the applicable seaport security requirements, including obtaining Transportation Worker Identification Credentials (TWIC) as necessary for access to the Port to perform the services pursuant to this Contract. Port Manatee Security Access Control at (941) 722-6455 is the appropriate contact for information on the latest requirements. Escorts needed due to lack of TWIC credentials will not be provided by the Authority.

ARTICLE 13. AUTHORITY REPRESENTATIONS: The Authority owns and operates public seaport facilities in northwest Manatee County, Florida, known as “Port Manatee.”

The Authority conducted public announcement, qualification, competitive selection and competitive negotiation procedures for this contract in accordance with Section 287.055 of the Florida Statutes, the Consultants’ Competitive Negotiation Act (CCNA). The request for proposals (Container Yard Phase 3 Project) (the “RFQ”) was publicly advertised on August 20, 2024. (4) submittals were received by the deadline, including the Consultant’s submittal. The submittals were opened on September 19, 2024. An Evaluation Committee met publicly on October 1, 2024 at 3:00PM, and reached consensus on the short lists. The Authority certified the short-listed firms, which included the Consultant, as qualified and authorized negotiation of the contract at its January 28, 2025, public meeting.

The Authority has determined that it is necessary, expedient, and in its best interest to enter into this Contract with the Consultant for the performance of professional consulting services in connection with Port Manatee.

ARTICLE 14. CONSULTANT REPRESENTATIONS: The Consultant submitted and stands behind its submittal in response to the above RFQ as accepted into the record of the Authority on September 19, 2024, with the knowledge that the Authority is relying thereon as an inducement for entering into this Contract. The Consultant acknowledges that the Authority also relied upon the Consultant’s representations identified in this Contract as an inducement for entering into this Contract.

The Consultant is legally authorized to and, by capacity and experience, is qualified to perform and render all of the professional consulting engineering services identified in this Contract and the professional qualifications of the Consultant was material inducement for the Authority to enter into this Contract with the Consultant.

The Consultant, in representing the Authority, shall promote the best interest of the Authority and assume towards the Authority a responsible professional relationship consistent with mutual confidence and fair dealing between Consultant and the Authority.

The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Contract and that is has not paid or agreed to pay any persons, company, corporation, individual or firm, other than a bona fide employee working for the Consultant any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.

Consultant represents that it has complied with the provision of Section 287.055(6) of the Florida Statutes.

The Consultant currently has no potential or actual conflict of interest with respect to providing professional services to the Authority. The Consultant agrees to notify the Authority in writing of any commitments during the term of this Contract which may constitute a potential or actual conflict of interest with respect to the professional services to be performed for the Authority. The Consultant agrees that it must not knowingly engage in any contractual or professional

obligations that create an appearance of a conflict of interest with respect to the service provided pursuant to this Contract.

ARTICLE 15. PROFESSIONAL SERVICES AUTHORIZATIONS FOR ADDITIONAL

SERVICES: If the Parties are not able to negotiate in good faith the terms of a particular proposed additional services PSA, the Authority reserves the right, without prejudice to this Contract, to negotiate for the performance of said services by another qualified firm.

The Authority reserves the right to enter into contracts with other firms for similar services and negotiate with separate firms for separate parts of a single project. The Consultant is not promised or guaranteed any amount of additional work or fees as part of this Contract.

ARTICLE 16. SUPPLEMENTAL SERVICES: It is the intention of this Contract to provide for the performance and rendering of professional consulting services supplemental to any professional consulting services rendered or performed by any other consultant for the Authority.

ARTICLE 17. TERMINATION: The Contract remains effective until the work identified in

1.Scope of Services and any PSA is completed or the Contract is otherwise terminated.

If the Authority determines that the Contract should be terminated based on the Consultant’s performance, it may terminate the Contract or make such modification to this Contract as the Authority may deem appropriate and to which the Consultant may agree. If the Authority determines that the performance of the Consultant is not satisfactory, the Authority may: 1) immediately terminating the Contract, or 2) notifying the Consultant of the deficiency with a requirement that the deficiency be corrected within a specified time otherwise the Contract will be terminated at the end of specified time. The Consultant will be paid only for that work satisfactorily performed for which costs can be substantiated. All work in progress will become the property of the Authority and will be promptly delivered to the Authority by the Consultant.

This Contract may be terminated in its entirety by either party giving at least 30 calendar days prior written notice to the other party. If the Contract is terminated, the Consultant must continue to perform for the remaining 30-day time period in accordance with all previous issued PSAs, except to the extent Consultant is directed by Authority in writing to cease performance of any or all such previously issued PSAs. The Consultant will be entitled to compensation for all services rendered or performed on outstanding PSAs through the date of the termination together with all costs and expenses incurred in connection therewith, but the Consultant will not be entitled to any other or further recovery against the Authority, including, but not limited to, anticipated fees or profit on services not required to be performed. The Authority shall determine that portion of the fee earned for any incomplete PSA based on the ratio of such part of the PSA that has been completed relative to the entire PSA. Any such determination must be made in the Authority’s sole discretion.

The Consultant will be considered in material default of this Contract and such default will be considered cause for the Authority to terminate this Contract, in whole or in part, for any of the following reasons: (a) failure to begin services authorized under any particular PSA within the time specified in that PSA, or (b) failure to properly and timely perform the services required

hereunder or as directed by the Authority, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by Consultant or by any of Consultant’s principals, partners, officers or directors, or (d) failure to provide access to public records, or (e) failure to comply with the Grant or grant requirements, if project funding is through a grant, or (f) having been found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel, or (g) failure to comply with the provisions of e-verify, or (h) failure to obey and comply with any applicable laws, ordinances, regulations, agency agreements or other codes of conduct, or (i) Consultant otherwise materially breaches this Contract. In any such event, the Authority may terminate this Contract, in whole or in part, by giving Consultant seven (7) calendar days’ written notice. In the event of any such termination, the Authority will not be obligated to make any further payments to Consultant until such time as the Authority has determined all direct costs, expenses, losses and damages which the Authority may have incurred as a result of such default by Consultant, whereupon the Authority will be entitled to set off all costs, expenses, losses and damages so incurred by the Authority against any amounts due Consultant for services properly performed.

ARTICLE 18. MILESTONES: Milestones and related deadlines are shown in Attachment A: Professional Services Proposal. Work not completed by its deadline will be deemed unsatisfactorily performed for the purposes of applying the standard in the Termination section. The authorization of optional scope items will not delay or extend any milestone or deadline in any way.

ARTICLE 19. QUALITY OF PROFESSIONAL CONSULTING SERVICES: The services

must be performed by the Consultant to the reasonable satisfaction of the Authority and all questions, difficulties and disputes of any nature whatsoever that may arise under or by reason of this Contract, any duly executed PSA, the prosecution fulfillment of the services in this Contract and the character, quality, amount and value thereof which cannot be settled by mutual agreement of the Parties will be settled by recourse to litigation under Florida law in the appropriate court in Manatee County, Florida.

ARTICLE 20. INDEMNIFICATION: To the fullest extent permitted by law, Consultant shall indemnify and hold harmless the Authority, its elected officials, officers and employees, from any and all liabilities, any and all claims, including claims for equitable or injunctive relief, damages, losses and costs, including but not limited to reasonable attorney’s fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of Consultant, its employees, agents, officers, subcontractors and other persons employed or utilized by Consultant in the performance of this agreement. It is the specific intent of the Parties hereto that the foregoing indemnification provision comply with section 725.08, Florida Statutes. It is further the specific intent and agreement of the Parties that all the contract documents of any project for which Consultant provided services be hereby amended to include the foregoing indemnification. Consultant expressly agrees that it will not claim, and waives any claim, that this article violates section 725.08 Florida Statutes, or is unenforceable pursuant to section 725.08, Florida Statutes. This indemnification obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this section, including but not limited to any immunity from or limitation of liability to which the Authority is entitled to pursuant to the doctrine of sovereign immunity or section 768.28, Florida Statutes. This indemnification provision shall include claims made by an employee of Consultant against the Authority and Consultant waives any entitlement to immunity under section 440.11, Florida Statutes. This indemnification provision shall survive the termination of this agreement however terminated.

To the fullest extent permitted by law, the Consultant shall indemnify and hold harmless the State of Florida, Department of Transportation, including the Department’s officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the Consultant an person employed or utilized by the Consultant in the performance of this Contract. This indemnification survives termination of this Contract.

Nothing contained in this paragraph is intended to nor will it constitute a waiver of the State of Florida and the Authority's sovereign immunity.

ARTICLE 21. INSURANCE: During the term of the Contract, the Consultant shall provide, pay for, and maintain with insurance companies satisfactory to the Authority, the types of insurance described in this Contract. All insurance must be from responsible insurance companies eligible to do business in the State of Florida. The required policies of insurance must be performable in Manatee County, Florida, and shall be construed in accordance with the laws of the State of Florida.

The Authority must be specifically included as an Additional Insured on the Consultant’s

and must also provide the "Severability of Interest" provision (a/k/a "Separation of Insured’s" provision). The Authority’s additional insured status should be extended to the Completed Operations coverage. ISO’s standard “Blanket Additional Insured” will not be acceptable.

The Consultant shall deliver to the Authority, prior to the Authority issuing the PSA, properly executed "Certificate(s) of Insurance,” setting forth the insurance coverage and limits required in this Contract. The Certificates must be personally, manually signed by the authorized representative of the insurance company(s) shown on the Certificate of Insurance. In addition, certified, true and exact copies of the insurance policies required in this Contract must be provided the Authority, on a timely basis, if requested by the Authority.

The Consultant shall take immediate steps to make up any impairment to any Aggregate Policy Limit upon notification of the impairment. If at any time the Authority requests a written statement from the insurance company(s) as to any impairment to the Aggregate Limit, the Consultant shall promptly authorize and have delivered such statement to the Authority.

The Consultant authorizes the Authority and/or the Authority’s insurance consultant to confirm all information furnished to the Authority, as to its compliance with its Bonds and Insurance Requirements, with the Consultant’s insurance agents, brokers, surety, and insurance carriers. The insurance coverage required of the Consultant must be primary to any insurance or self- insurance program carried by the Authority. The Authority’s insurance or self-insurance programs or coverage must not be contributory with any insurance required of the Consultant in this Contract.

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

No work governed by this contract or occupancy of the premises owned or occupied by the Authority may commence at the site unless and until the required Certificate(s) of Insurance are in effect and the PSA and written Notice to Proceed are issued to the Consultant by the Authority.

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

The Authority and its Tenants may continue to operate their businesses on the Authority’s premises during the activities of the Consultant. No property used in connection with their activities may be considered by the Consultant’s insurance company as being in the care, custody, or control of the Consultant.

Should any of the required insurances specified in this Contract provide for a deductible, self- insured retention, self-insured amount, or any scheme other than a fully insured program, and the insurance company providing the coverage will not agree in writing to pay the deductible or retention including the costs of defense as provided for in its policy without consideration of the deductible or retention in the settlement of insured claims, then the Consultant agrees, if required by the Authority, to provide, pay for, and maintain a surety bond acceptable to the Authority from an insurance company acceptable to the Authority (or a standby irrevocable Letter of Credit acceptable to the Authority) in the amount of the deductible or retention, guaranteeing payment of the deductible or retention. Said guarantee is to continue for four (4) years following completion of the Work.

All of the required insurance coverage must be issued as required by law and shall be endorsed, where necessary, to comply with the minimum requirements contained in this Contract.

Consultant shall give the Authority thirty (30) calendar days advance written notice of any cancellation, intent not to renew any policy and/or any change that will reduce the insurance coverage required in this Contract, except for the application of the Aggregate Limits Provisions.

Renewal Certificate(s) of Insurance must be provided to the Authority at least twenty (20) calendar days prior to expiration of current coverage so that there will be no interruption in the work due to lack of proof of the insurance coverage required of the Consultant in this Contract. If the Consultant fails to provide or maintain the insurance coverage required in this Contract at any time during the term of the Contract, the Authority may terminate or suspend this Contract.

If the Consultant utilizes contractors or sub-contractors to perform any work governed by this Contract, the Consultant will ensure all contractors and sub-contractors maintain the same types and amounts of insurance required of the Consultant. In addition, the Consultant will ensure that the contractors and sub-contractors insurances comply with all of the Insurance Requirements specified for the Consultant contained within this Contract. The Consultant shall obtain Certificates of Insurance comparable to those required of the Consultant from all contractors and sub-contractors. Such Certificates of Insurances must be presented to Authority prior to the subcontractor beginning work.

SPECIFIC INSURANCE COVERAGES AND LIMITS:

The Consultant must comply with all requirements in this Insurance Section in full unless excused from compliance in writing by the Authority. The amounts and types of insurance must conform to the following minimum requirements. Limits may be modified by Professional Services Authorization (PSA). Current Insurance Service Office (ISO) or National Council on Compensation Insurance (NCCI) policies, forms, and endorsements or broader must be used where applicable. Notwithstanding the foregoing, the wording of all policies, forms, and endorsements must be acceptable to the Authority.

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

Workers' Compensation: Florida Statutory Requirements Employer's Liability: $1,000,000.00 Limit Each Accident

$1,000,000.00 Limit Disease Aggregate

$1,000,000.00 Limit Disease Each Employee

USL&H Coverage must be maintained by the Consultant if any of the work governed by this Contract or any of the Consultant’s employees may be entitled to benefits specified in the United States Longshoremen and Harbor Workers (USL&H) Act (33 USC sections 901-950). The minimum acceptable limits under such coverage must be no less than $1,000,000.

Jones Act Coverage must be maintained by the Consultant if any of the work governed by this Contract involves the use of any watercraft (regardless of size). Such coverage must comply with the Federal Jones Act (46 U.S.C.A, subsection 688). The minimum acceptable limits under such coverage must be no less than $1,000,000.

Commercial General Liability Insurance must be maintained by the Consultant on the Full Occurrence Form. Coverage must include but not be limited to Premises and Operations, Personal Injury, Contractual Liability, Independent Contractors, Broad Form Property Damage, and Products & Completed Operations Coverage and may not exclude coverage for the "X" (explosion), "C” (collapse) and "U" (underground) Property Damage Liability exposures. Limits of coverage must not be less than:

Bodily Injury & Property Damage Liability: $1,000,000.00 Combined Single Limit each occurrence and aggregate.

Completed Operations Liability Coverage must be maintained by the Consultant for a period of not less than four (4) years following Final Completion and Acceptance by the Authority.

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

Business Automobile Liability Insurance must be maintained by the Consultant as to ownership, maintenance, use, loading and unloading of all owned, non-owned, leased or hired vehicles with limits of not less than:

Bodily Injury: $1,000,000.00 Limit Each Accident

Property Damage Liability: $1,000,000.00 Limit Each Accident or

Bodily Injury & Property Damage Liability: $1,000,000.00 Combined Single Limit Each Accident

Professional Liability Insurance must be maintained by the Consultant that will respond to claims arising out of any professional services provided by the Consultant. The minimum

acceptable limits of such coverage must be $2,000,000 per claim and in aggregate and must be maintained for a minimum of 4 years following the termination of this agreement.

The Consultant must maintain Watercraft Liability Insurance if any of the services provided by the Consultant or any of its sub-consultants require the use of any watercraft that is in excess of 26 feet in length. The minimum acceptable limits of such coverage must be $1,000,000.

The Consultant must maintain Aircraft Liability Insurance if any of the services provided by the Consultant or any of its sub-contractors require the use of any aircraft. The minimum acceptable limits of such coverage must be $1,000,000.

ARTICLE 22. PROFESSIONAL LIABILITY: NOTWITHSTANDING ANYTHING TO THE CONTRARY, PURSUANT TO SECTION 558.0035, FLORIDA STATUTES, CONSULTANT IS THE RESPONSIBLE PARTY FOR THE PROFESSIONAL SERVICES IT

AGREES TO PROVIDE UNDER THIS CONTRACT. The Consultant recognizes that the registered persons practicing engineering with the Consultant as provided in Chapter 471 of the Florida Statutes are not relieved from personal liability for their professional acts and each registered person practicing engineering with the Consultant who performs consulting engineering services for the Authority pursuant to this Contract or any particular PSA will be liable in accordance with section 471.023(3) of the Florida Statutes.

ARTICLE 23. LEGAL RESTRAINTS AND LIMITATIONS: The Consultant acknowledges that the Authority, as a unit of local government and as a subdivision of the State of Florida, is subject to controls, limitations, regulations and restraints imposed or administered pursuant to numerous applicable laws, ordinances, agreements, rules and regulations of federal, state, regional and certain local jurisdictions, governmental agencies or authorities. Additionally, the Consultant acknowledges that the Authority often receives grants and participates in grant or funding agreements from federal and state agencies. All services rendered or performed by the Consultant pursuant to any duly executed PSA will be in conformance therewith.

In performing services, Consultant must be responsible for identifying and assisting the Authority in obtaining all permits necessary to complete the services.

The Authority retains the Consultant only for the purposes and to the extent set forth in this Contract, and its relationship with the Authority will, during the term of this Contract, be that of an independent contractor. Consultant has discretion, subject to the requirement that it performs the services required in this Contract competently and professionally in accordance with the applicable professional standards and otherwise complies with the terms of this Contract, to select the means and methods of performing such services. In this regard, Consultant will be fully responsible for the employment, direction, supervision, compensation and control of any and all persons employed or retained by Consultant. Neither Consultant nor Consultant’s contractors, subcontractors, consultants, Subconsultants, suppliers, experts or other persons or organizations retained or utilized by Consultant for the services required in this Contract will be considered by reason of the provisions of this Contract or otherwise as being an employee or agent of the Authority. Consultant shall comply with all workers’ compensation, employers’ liability and other Federal, State, and municipal laws, ordinances and regulations required of an employer performing services as contemplated in this Contract. Furthermore, Consultant is responsible for paying all income and employment taxes, and the Authority will not be responsible for collecting and/or paying withholding, FUTA, FICA and any other state or federal

taxes.

In its design and/or administration of any “public works project” on behalf of the Authority, the Engineer will comply with the requirements of section 255.0993, Florida Statutes (2024). As used in this clause, “public works project” means activity paid for with any State of Florida funds administered by the Authority which consists of the construction, maintenance, repair, renovation, remodeling, or improvement of a building, road, street, sewer, storm drain, water system, site development, irrigation system, reclamation project, gas or electrical distribution system, gas or electrical substation, or other facility, project, or portion thereof owned in whole or in part by any governmental entity. Technical specifications prepared by the Engineer, or anyone under its control, will comply with the requirements of section 255.0993. Such requirements may apply either to construction of the public works project or to purchase of materials for the public works project. The requirements pertain to domestic production of iron and steel. The Engineer will exercise its professional judgment to determine whether and how the requirements apply to a particular public works project. All specifications and other project documents prepared by the Engineer will comply with section 255.0993

By executing this Agreement and each and every renewal hereof (if renewal is separately provided for herein), pursuant to section 786.06, Florida Statutes, Consultant certifies, represents, and warrants that it does not use coercion for labor services, as those terms are defined in section 786.06. Consultant will provide to the Authority an affidavit signed by an officer or representative of Consultant under penalty of perjury attesting that Consultant does not use coercion for labor or services. Notwithstanding anything contained in this Agreement to the contrary, the Authority may terminate this Agreement immediately if Consultant is found to have submitted a false attestation. Such termination shall be in addition to any and all remedies available to the Authority at law or in equity.At all times during the performance of any of the services required hereunder, Consultant must comply with Title VII of the Civil Rights Act of 1964, as amended (45 C.F.R. Part 1010), and the Florida Civil Rights Act of 1992. Consultant may not discriminate in any form or manner against its employees or applicants for employment on the basis of race, color, national origin, religion, sex, age, handicap or marital status. Further, Consultant shall comply with all applicable rules, regulations or executive order promulgated to give effect to the Civil Rights Act of 1964, as amended.

In accordance with FDOT policy, projects funded with FDOT funding shall provide Disadvantaged Business Enterprises (“DBE”) an opportunity to participate in the performance of the Contract. Consultant agrees to ensure that DBEs have the opportunity to participate in the performance of any Contract or PSA funded with FDOT funding and that Consultant shall take necessary and reasonable steps to ensure such opportunities. The Authority and its Consultant, Contractors, and subcontractors must not discriminate on the basis of race, color, national origin, or sex in the performance of any Contract or PSA funded with FDOT funding.

Consultant shall comply with all applicable provisions of sections 448.09 and 448.095, Florida Statutes, as may be amended. The definitions in section 448.095(1), Florida Statutes, as may be amended, apply to this section of this Agreement. Consultant shall register with and use the U.S. Department of Homeland Security’s E-Verify system to verify the work authorization status of all employees of Consultant. Consultant may not enter into a contract with a subcontractor to perform work under this Agreement unless and until the subcontractor registers with and uses the E-Verify system. If Consultant enters into a contract with a subcontractor to perform work under this Agreement, Consultant must obtain a properly executed affidavit from the subcontractor stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Consultant must maintain copies of all such affidavits for the duration of this Agreement. The Authority may terminate this Agreement for cause if the Authority determines that Consultant or Consultant’s subcontractor has not complied with any applicable provision of sections 448.09 or 448.095, Florida Statutes, as may be amended. The Authority will terminate the agreement for cause if the Authority has a good faith belief that Consultant has knowingly violated subsection 448.09(1), Florida Statutes, as may be amended. If the Authority has a good faith belief that a subcontractor knowingly violated section 448.09(1), Florida Statutes, as may be amended, but the Authority determines that Consultant otherwise complied with section 448.09(1), Florida Statutes, as may be amended, the Authority will notify Consultant as such, and Consultant must immediately terminate Consultant’s contract with said subcontractor. If this Agreement is terminated under section 448.095(c), F.S.: (a) such termination is not a breach of this Agreement and may not be considered as such; (b) Consultant may not be awarded a public contract for at least 1 year after the date on which this Agreement is terminated; and (c) Consultant is liable for any additional costs incurred by the Authority as a result of the termination of this Agreement.

ARTICLE 24. LITIGATION AND ADMINISTRATIVE PROCEEDINGS: In the event the

Consultant is authorized by a duly executed PSA to become involved in litigation or administrative proceedings as a witness for the Authority or in any other professional assignment connected with litigation or administrative proceedings, the compensation or fee to the Consultant for such services will not be related to the findings of any court or administrative agency concerning the adequacy or inadequacy of the compensation or fee. The Authority will pay the Consultant compensation for said services in the manner set forth in the particular Authorization regardless of the decision in any such litigation or administrative proceedings.

ARTICLE 25. LEGAL QUALIFICATIONS AND ETHICAL CONSIDERATIONS: The

Consultant warrants it is duly permitted by the laws of the State of Florida to render engineering services in the State of Florida and that one or more of its officers and employees are duly registered as professional engineers in the State of Florida. The Consultant recognizes that in rendering or performing professional services pursuant to the provisions of this Contract, the Consultant is working for the residents of Manatee County, Florida, subject to public observation, scrutiny and inquiry and based upon said recognition, the Consultant shall in all of its relationships with the Authority pursuant to the provisions of this Contract conduct itself in accordance with all of the recognized applicable ethical standards set by any related national societies, and the reasonable traditions to perform services.

The Consultant acknowledges that the portion of its books and records related to its contracting activities with the Authority may become subject to inspection and copying under the Florida Public Records Act. The Consultant agrees to comply with the Florida Public Records Act, as applicable, including, but not limited to section 119.0701 of the Florida Statutes. The Consultant 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 Contract and meeting any grant agreement requirements;

2. provide the public with access to the public records under the same terms and conditions that the Authority, and Department of Transportation (DOT), if applicable, would provide the records and at a cost that does not exceed the cost provided for by law;

3. ensure that the public records that are exempt or confidential, and exempt from public record disclosure requirements, are not disclosed, except as authorized by law; and

4. meet all requirements where retained public records and transfer, at no cost, to the Authority, and DOT, if applicable, all public records in possession of the Consultant, upon termination or completion of the Contract and destroy any duplicate public records that are exempt or confidential, or exempt from public record disclosure requirements.

Furthermore, the Consultant agrees that all records stored electronically will be provided to the Authority, and DOT, if applicable, in a format that is compatible with the information technology systems of the Authority, and DOT, if applicable. The Consultant shall promptly provide the Authority with a copy of any request to inspect or copy public records that Consultant receives and a copy of the Consultant’s response to each request. The Consultant understands and agrees that failure to provide access to the public records will be grounds for unilateral cancellation of the Contract, its amendments, and PSAs.

IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE AUTHORITY AT (941) 722-6621; 300 TAMPA BAY WAY, PALMETTO, FL 34221; EMAIL:

RecordsCustodian@SeaPORTMANATEE.COM.

Consultant has been made aware of the Florida Public Entity Crimes Act, § 287.133, Florida Statutes, specifically section 2(a), and the Authority’s requirement that the Consultant has complied with it in all respects prior to and will comply with it in all respects during the term of this Contract.

By submitting a Response, pursuant to section 287.135, Florida Statutes, Responder certifies, represents, and warrants that: (a) it is not on the Scrutinized Companies with Activities in Sudan List, (b) it is not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, (c) it is not on the Scrutinized Companies with Activities in Iran Terrorism Sectors List, (d) that it does not have Business operations or is engaged in business in Cuba or Syria, and

(e) that it is not engaged or engaging in a Boycott of Israel, and that all such certifications were true at the time it submitted its Response, as of the effective date of any resulting agreement, and as of the effective date of any renewal to such an agreement. Notwithstanding anything contained in such agreement to the contrary, the Authority may terminate such agreement immediately for cause if: (1) Responder is found to have submitted a false certification regarding

(a) – (e) above in accordance with section 287.135(5), Florida Statutes, (2) Responder is found to have been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or is or has been engaged in Business operations in Cuba or Syria or a Boycott of Israel, or (3) Responder is found to have been placed on a list created pursuant to section 215.473, Florida Statutes, relating to scrutinized active business operations in Iran. Such termination shall be in addition to any and all remedies available to the Authority at law or in equity. The terms “Boycott of Israel” and “Business operations” used in this section are defined as in Section 287.135, Florida Statutes. The Lists referred to in this section are those Lists in and maintained pursuant to section 287.135, Florida Statutes.

Consultant has been made aware of the prohibition against contracting with scrutinized companies pursuant to Section 287.135, Florida Statutes, and the Authority’s requirement that the Consultant has complied with it in all respects prior to and will comply with in all respect during the term of this Contract. By submitting a Response, pursuant to section 287.135, Florida Statutes, Responder certifies, represents, and warrants that: (a) it is not on the Scrutinized Companies with Activities in Sudan List, (b) it is not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, (c) it is not on the Scrutinized Companies with Activities in Iran Terrorism Sectors List, (d) that it does not have Business operations or is engaged in business in Cuba or Syria, and (e) that it is not engaged or engaging in a Boycott of Israel, and that all such certifications were true at the time it submitted its Response, as of the effective date of any resulting agreement, and as of the effective date of any renewal to such an agreement. Notwithstanding anything contained in such agreement to the contrary, the Authority may terminate such agreement immediately for cause if: (1) Responder is found to have submitted a false certification regarding (a) – (e) above in accordance with section 287.135(5), Florida Statutes,

1. Responder is found to have been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or is or has been engaged in Business operations in Cuba or Syria or a Boycott of Israel, or

2. Responder is found to have been placed on a list created pursuant to section 215.473, Florida Statutes, relating to scrutinized active business operations in Iran. Such termination shall be in addition to any and all remedies available to the Authority at law or in equity. The terms “Boycott of Israel” and “Business operations” used in this section are defined as in Section 287.135, Florida Statutes. The Lists referred to in this section are those Lists in and maintained pursuant to section 287.135, Florida Statutes.

ARTICLE 26. NO WAIVER OF SOVEREIGN IMMUNITY: Nothing in this Contract may be interpreted as a waiver by the Authority of its rights, including the limitations of the waiver of immunity, as set forth in Florida Statutes 768.28, or any other statutes, and the Authority expressly reserves these rights to the full extent allowed by law. This provision survives completion or termination of this Contract.

ARTICLE 27. SEVERABILITY: It is understood and agreed by the Parties that if any part, term or provision of this Contract is held to be illegal or in conflict with any law, the validity of the remaining portions or provisions will not be affected, and the rights and obligations of the Parties must be construed and enforced as if the Contract did not contain the particular part, term.

ARTICLE 28. SUCCESSORS AND ASSIGNS: This Contract is binding on successors, assigns, and legal representatives of and persons in privity of contract with the Authority or Consultant. The Consultant may not sublet, assign, or transfer this Contract, any PSA or any other work specifically set forth under this Contract without the prior written consent of the Authority, which consent may be withheld in the Authority’s sole discretion. This provision survives completion or termination of this Contract.

ARTICLE 29. JURISDICTION AND VENUE: The Contract is governed by and construed under the laws of the State of Florida. Venue for any action arising under the Contract lies exclusively in state courts in Manatee County, FL. Each Party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the aforeseaid laying of venue of any such civil action or legal proceeding in such court. This provision survives completion or termination of this Contract.

ARTICLE 30. INTERPRETATION: The Parties represent and warrant that they have entered into this Contract relying wholly upon their own judgment, belief, and knowledge of the nature, extent, effect, and duration of any actions, damages, and liability therefore. The Parties represent that they enter into this Contract without relying upon any statement or representation of the adverse parties other than what has been set forth in writing in this Contract. The Parties represent that they have had the opportunity to discuss this matter with counsel of their choosing and are satisfied with its counsel and the advice received. The Parties understand this Contract’s contents and agree that this Contract may not be construed more strongly against any party to this Contract, regardless of who is responsible for its preparation or drafting. The Parties further declare and represent that no promise, inducement, agreement or understanding not expressed in this Contract has been made to an adverse party and that this Contract contains the entire agreement between the Parties hereto and that the terms of this Contract are contractual and not a mere recital. All the Parties drafted this Contract jointly, and no term, condition or provision of this Contract may be construed more strictly against any Party.

The captions and headings in this Contract are for convenience of reference only and in no way define or limit the scope or content of this Contract or in any way affect its provisions.

ARTICLE 31. AGREEMENTS RELATING TO CONSIDERATION: Each party

acknowledges and agrees that the covenants under this Contract, together with the consideration exchanged hereunder, constitute full, fair and valuable consideration for the transfers, transactions and releases required of and by the Parties pursuant to the provisions of this Contract and that, by virtue of the above-referenced consideration, the Parties have received reasonably equivalent value in exchange for their obligations under this Contract. The Parties acknowledge and agree that each has received and reviewed a copy of this Contract in the presence of their respective, independent counsel retained by them. Each party understands the purport, tenor, and effect of this Contract, and has entered into this Contract freely and voluntarily.

ARTICLE 32. AUTHORITY TO EXECUTE: Each of the Parties covenants to the other party to this Contract that it has lawful authority to enter into this Contract, that the governing or managing body of each of the Parties has approved this Contract and that the governing or managing body of each of the Parties has authorized the execution of this Contract in the manner hereinafter set forth.

IN WITNESS WHEREOF, the Parties have caused this Contract to be duly executed, in duplicate, this the         day of                     

ATTEST: ANGELINA COLONNESO CLERK OF CIRCUIT COURT

MANA TEE COUNTY PORT AUTHORITY

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STANTEC CONSULTING SERVICES INC.

By: Douglas Stoker, PE            Title: Senior PrincioaJ

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7

Attachment A Professional Services Proposal

Seaport Manatee Container Yard Phase 3 (RFQ-1-2024)

Stantec Consulting Services Inc.

777 S Harbour Island Boulevard Suite 600, Tampa FL 33602-5729

PROFESSIONAL SERVICES PROPOSAL

To: Mr. George F. Isiminger, P.E.

Senior Director of Planning, Engineering and Environmental Affairs Port Manatee

300 Tampa Bay Way Palmetto, FL 34221

From:

Digitally signed by Sahebkar,

Sahebkar, Hamid Hamid

Date: 2025.01.29 16:51:55 -05'00'

Hamid Sahebkar, PE Senior Principal

Zaid Dabash, PE Senior Associate Senior Project Manager

Date: January 29, 2025

Subject: Seaport Manatee

Container Yard Phase 3 (RFQ-1-2024)

Palmetto, Florida

1. Manatee County Port Authority, d/b/a Seaport Manatee, a political subdivision of the State of Florida (Client) (hereinafter the "Authority" or the "Port") is proposing to expand the existing container yard. The Port has selected Stantec Consulting Services Inc. (Stantec) to submit a professional services proposal for the above referenced project. The Stantec team proposes to provide engineering, environmental permitting and related services in support of the proposed project.

2. The proposed expansion related to these engineering services is phase 3 of a multi-phase implementation of the south container yard in the Authority’s master plan. Phase 3 consists of approximately 16.5 acres to the east of the existing yard and a new bridge over the drainage channel to provide egress from the yard and infrastructure for cranes electrification. It is understood that the project will be funded in whole or in part by State and federal grant funding.

3. The Port has identified the following general scope of services to be performed by the Engineer:

   • Develop design parameters with the Port.

   • Assess the subsurface conditions, augmenting existing information as necessary, for design of the improvements.

   • Review the master site plan for the container yard property, including considerations for future expansion.

   • Design and permitting of expansion of the phase 3 expansion, including a new access road and bridge (175-ft long, 100-ft wide) over the stormwater conveyance ditch.

   • Evaluate traffic flow and traffic circulation, including a limited assessment of offsite traffic impacts to confirm trip generation is within the approved thresholds.

   • Design and permitting of the new crane electrification infrastructure, including coordination with Florida Power and Light (FPL).

   • Environmental assessment for the property in support of the NEPA process. Environmental services include supporting wetland impact mitigation via offsite credit purchase.

   • Collaboration with the Radiation Portal Monitor (RPM) facility consultant(s) during design and incorporation of the RPM facility in environmental permitting and NEPA.

   • Coordination with Gulfstream pipeline easement holders on design and specifications.

   • Coordination with the National Stormwater Trust (NST) for offsite stormwater quality mitigation credits.

   • Construction Support Services for the overall project.

4. Stantec has teamed up with Moffatt & Nichol, and AREHNA to provide these services. The scope of the proposed Tasks is detailed in the following paragraphs.

100 GENERAL SERVICES

1. Contract Maintenance

   Stantec will perform contract maintenance on a monthly basis providing Client with project management services including staffing, schedule management, budget management, invoicing, project controls, and miscellaneous meetings as required. This is based on a project duration of 30 months.

   
   

2. Project Schedule

   Stantec will prepare a preliminary project schedule using the Critical Path Method (CPM). The schedule will include master planning, base data acquisition, site engineering, and permitting of the proposed project. Stantec will provide input relative to the services being performed as described herein. Additionally, Stantec will coordinate with the RPM design team and incorporate their input on timeline in the master project schedule.

3. Project Meetings and Coordination

   Stantec will participate in project meetings and coordination efforts. It is assumed this may include the following:

   • Project Kickoff Meeting(s) – Stantec will set up and attend team kickoff meetings for the pre-design, preliminary design and final design phases of the project. It is assumed that these meetings will be held virtually using Microsoft TEAMS or similar platforms

   • Project meetings and/ or conference calls with the Client, Client’s representatives; it is assumed this will be approximately eight (8) meetings/calls attended by three (3) staff members – civil, planning and environmental science. It is assumed that up to four (4) meetings will be attended in-person, and that the remaining meetings/calls will be held virtually using Microsoft TEAMS or similar platforms.

   • Coordination with Florida Power and Light (FPL) regarding the general availability and requirements to obtain new power service for the project; it is assumed this will be approximately two (2) meetings/calls attended by one (1) Stantec staff. It is assumed that these meetings will be held virtually using Microsoft TEAMS or similar platforms

   • Coordination with Gulfstream Natural Gas System regarding the 36-inch natural gas transmission main and any proposed improvements within their easement. It is assumed this will be approximately three (3) meetings/call attended by two (2) Stantec staff. It is assumed that up to one (1) meeting will be attended in-person, and the remaining meetings/calls will be held virtually using Microsoft TEAMS or similar platforms.

   • Coordination with RPM design team (provided under Task 301.4).

4. Risk Register

Stantec will coordinate with Seaport Manatee and develop a risk register to identify budget, schedule environmental and construction risk. Stantec will identify, assess, and develop mitigation strategies for potential project risks associated with the project. Items will be categorized by risk type, effect, probability and impact to the project. It is anticipated that the risk register will include a quantitative risk value for cost and schedule and will be presented to the Client in a risk response strategy matrix. The risk register will conform to federal grant requirements.

Moffat and Nichol will provide input to Stantec under Task 701 for quantifying the associated costs and risks (financial and operational) for each concept/design option. This includes operational impacts, permitting impacts, schedule impacts, and budget impacts associated with engineering design and construction.

DELIVERABLES:

• Project Schedule

• Meeting Minutes

• Risk Register

200 SURVEY MAPPING SERVICES

1. Control Survey

   This task provides for the establishment of horizontal and vertical control and placement of aerial targets in support of photogrammetric and LiDAR mapping. Control will be based on previous control established for prior phases of the container yard. The deliverable item for this task will be a signed and sealed survey report documenting horizontal and vertical positions for on-site control and aerial targets.

2. Topographic Survey

   Stantec will prepare one topographic survey for the subject parcel. The survey will be prepared using a combination of aerial photogrammetry, aerial LiDAR mapping and on-the-ground surveys to depict existing ground elevations on a grid with spacings suitable to support the onsite design efforts. It is understood that any site clearing (specifically on the east and southeast areas of the subject site) needed for the surveying efforts will be provided by Stantec. Efforts other than minor incidental hand clearing of brush is specifically excluded.

   
   

   This task will include survey of at, or above grade, utilities such as manholes, light poles, transformers, etc. as well as mapping of gravity sewer for sanitary and storm systems (to the extent that such structures do not require confined space entry or specialized data collection such as laser scanning of structure interiors)

   
   

   The fee shown for this task reflects an allowance based on an onsite area of twenty-three (23) acres, and based on the sketch provided in Attachment “C” - Survey Limits Map.

   
   

3. Subsurface Utility Designations

   Stantec will perform an investigation to discover and designate subsurface utilities within the areas of utility connections and extensions or as necessary for design of the proposed improvements.

   This effort will be performed using a combination of visible evidence, electromagnetic signal induction and ground penetrating radar. Utility lines (or evidence thereof) discovered through these processes will be designated by paint marks and/or flags and depicted on a field sketch to support subsequent survey by Stantec.

   This task includes the designation of the existing Gulfstream 36-inch, high pressure gas main within the area of the new bridge crossing and paving north of Warehouse 11.

   
   

   The Port has indicated that utility records are available and will be provided to Stantec by the Client. As such, this effort is understood to be limited to designations of utilities only at identified points of conflict between existing utilities and proposed utilities.

   
   

4. Level ‘A’ Vacuum Excavations

   Stantec will coordinate with Sunshine State One Call of Florida, Inc. (SSOCF), to file an excavation ticket for all subject areas prior to performing excavations.

   
   

   Stantec will perform vacuum excavations at up to ten (10) locations within the areas of interest as designated by the project engineer.

   The deliverable item for this task will be field markings of each excavation together with a horizontal and vertical reference point for each excavation, excavation data sheets noting the utility type, size,

   
   

   material, and direction together with a measured depth from the top of utility to the established reference point, and photographs at each excavation.

   The fee for this task also includes an allocation for the survey of all excavation points.

   
   

5. Tree Location Survey (if required)

   If required, Stantec will locate and map protected trees within the heavily vegetated perimeter along the eastern and southern sides of the subject area.

6. Wetland Survey

Stantec will perform a survey of the limits of jurisdictional wetlands within the development area under the jurisdiction of FDEP and USACE as delineated by a Stantec Ecologist. Stantec will collect survey points for wetland delineation and elevation data for the Seasonal High Water line identified in Task 332.

This effort will include mapping of wetlands within the development area only and does not include mapping of any wetlands lying within adjacent properties. Limits of wetlands will be depicted on the topographic survey and permitted through their depiction on construction plans as opposed to a formal determination requiring a separate specific purpose survey. The wetland mapping effort will be provided to support the permitting efforts with FDEP and USACE.

DELIVERABLES:

• Control Survey Report

• Topographical survey map in CAD and PDF formats. The Final survey will be certified by a Professional Surveyor and Mapper, licensed in the State of Florida.

• Subsurface utility designations:

  • Field sketch diagram of designated utilities.

  • Markings upon the ground reflecting designated utilities.

• Vacuum Excavations:

  • Field markings of each excavation.

  • Horizontal and vertical reference point for each excavation.

  • Excavation data sheets noting the utility type, size, material and direction.

  • Measured depth from the top of utility to the established reference point.

  • Photographs at each excavation.

300 CIVIL ENGINEERING SERVICES

1. Pre-Design Phase

   1. Master Plan Validation/Refinement

      Stantec will review and update the master site plan on the concept plan provided by the Client including input on port operations, ingress/egress, site circulation, bridge location and alignment, traffic queuing, storage areas, and other items as coordinated with the Client’s operational needs for the site. This review will consider future expansions and phasing to meet the growth demand at Seaport Manatee and avoid/minimize interruptions to ongoing operations.

      Moffatt and Nichol will support the master planning of the container yard under Task 701.1A; Stantec will coordinate with Moffatt and Nichol regarding lighting, electrical and general layout of the yard to confirm the operational requirements for the site.

      This scope is limited to up to one (1) master plan. It is assumed that Stantec will issue a draft for the Client’s review, and incorporate any comments/input in second, final draft. If requested, Stantec can provide additional iterations of the site plans or colored renderings as an additional service and will submit for the Client’s consideration.

      Stantec will prepare a preliminary project base map for use by the project team. It is assumed this would be based upon the latest available survey provided by the Client. This

      
      

      plan will be produced in AutoCAD format, to facilitate subsequent transition for use as a basis for the site/civil construction plans and will be distributed for use by the project team.

      
      

   2. Traffic Planning/Engineering

      Stantec will perform initial traffic/transportation related consultation services in support of Client’s efforts to understand and assess the traffic and access related requirements for the property. Such services are anticipated to include:

      
      

      • Review the approved Master Development Plan (MDP) conditions for traffic requirements and remaining entitlements.

      • Initial inquiry to Manatee County on anticipated traffic study requirements and any anticipated issues / concerns.

      • Prepare project trip generation estimates for proposed industrial square footage using the Institute of Transportation Engineers (ITE), Trip General Manual, 11th Edition.

        
        

        Notes:

        1. This task does not include collection of traffic data, and it is assumed that sufficient data is available from Seaport Manatee, Manatee County and/or FDOT for the preliminary traffic investigations.

        2. Any initial agency meetings will be performed under Task 301.3.

           
           

   3. Pre-Application Meetings

      Stantec will set up and attend initial meetings with representatives of the various regulatory agencies having jurisdiction (AHJ), including the following:

      
      

      • Manatee County – Development Services, Public Works and Utilities Departments

      • Florida Department of Environmental Protection (FDEP)

      • United States Army Corps of Engineers (USACE) and commenting agencies

      • Florida Power & Light (FPL)

      This task will include the appropriate/necessary pre-meeting preparation and post-meeting coordination efforts. It is assumed these will be a combination of in-person and remote/virtual meetings. It is anticipated these will be initial exploratory meetings and will not be formal pre-application meetings/conferences.

   4. RPM Coordination

      As part of this task, Stantec will coordinate with the successful consultant team for the Radiation Portal Monitor (RPM) project to integrate the design into the overall site plan. It is assumed that the RPM design team will be responsible for all aspects of design within their project boundary, and that Stantec’s coordination will be limited to siting the facility, stormwater management (water quantity and quality requirements), perimeter grading and tie-ins, and coordination on utility crossings/conflicts. It is also anticipated that Stantec will coordinate with the RPM team on design details to achieve an integrated design including pavement specifications, drainage patterns, etc. Stantec’s review and input will consider traffic patterns in/out of the RPM and any provisions for bypassing the system or controlling ingress and egress.

      
      

      Moffatt and Nichol will support this effort under Task 701.1; Stantec will coordinate with Moffatt and Nichol regarding the siting of the RPM facility including considerations for traffic circulation, operational requirements and power utilities to the RPM.

      
      

   5. Opinion of Probable Construction Cost (Concept)

      Stantec will prepare a concept-level cost estimate for the site/civil improvements, area development, and other site-related elements; specifically, elements in Stantec’s Scope of Services. At the Client’s request, Stantec will review and provide input on cost estimates for the RPM project. It is anticipated this would be a Class 5 Estimate in accordance with the Association for the Advancement of Cost Engineering (AACE International) Recommended Practice 56R-08 Manual - defined as typically appropriate with engineering being 0% to 2% complete.

2. Preliminary Design Phase

   1. Preliminary Stormwater Modeling

      Stantec will prepare a stormwater management analysis for the property; the analysis will be consistent with the requirements of applicable regulatory agencies. It is assumed the stormwater management design will include a stormwater collection system, drainage conveyance links, and BMP structure(s).

      It is understood that the Client will engage the National Stormwater Trust (NST) to obtain offsite treatment credits to meet the regulatory requirement for the County and State.

      Stantec will coordinate with the NST to quantify the required treatment and assist in the process of obtaining the Reservation of Capacity letter from the Trust.

   2. Water Distribution Modeling

      Stantec will prepare a water distribution model for the Phase 3 expansion of the container yard. The model will include previous phases and future expansion of the facility to the east south of the subject site, to ensure adequate coverage. This task includes one (1) hydraulic network analysis, utilizing the Bentley WaterCAD software. Stantec will coordinate with Client and Manatee County to obtain current tie-in pressure and demands on the system. It is assumed there will be no water booster pumping facilities, tank facilities, pressure reducing facilities, and as such, design of any such facilities is not included in this Scope of Services.

      The results of this analysis will be documented in a technical report and will be signed and sealed by a Professional Engineer, registered in the State of Florida.

      
      

   3. Pavement Design

      Stantec will provide pavement design services for the container yard expansion and adjacent sites as depicted on the concept plan provided by the client. It is assumed based on prior onsite experience that all pavements will be flexible pavement (asphaltic concrete). Stantec will evaluate alternative pavements and provide in the Risk Register under Task

      104. Stantec will coordinate with Client on the operational needs for the yard and offer alternatives for the Client’s consideration and develop a pavement section detail.

      Stantec will design the pavement specification based on the design vehicle(s)/loading criteria, minimum design period, minimum ESAL’s, design reliability factors, resilient modulus, and minimum Structural Number.

      
      

   4. Preliminary Construction Plans

      Stantec will prepare preliminary plans for the various onsite improvements based on the Master Site Plan developed under Task 301.1. It is assumed that the Preliminary Plans will be 50% level documents, and will include design of the following improvements:

      • Site Plan – Stantec will design the geometry of the site to meet the regulatory and operational requirements for site circulation, fire access, and other criteria and establish the locations of the proposed driveways, buildings, common areas, etc. The final site plan will be exported for use as a design base/ background by the design team.

        
        

      • Best Management Practices Plan – Stantec will prepare a Best Management Practices Plan and appropriate soil erosion control details. It is intended that this plan will reflect the minimum needs for permitting and construction start-up and that the General Contractor (GC) and/or site contractor will update the plan for inclusion in the NPDES Stormwater Pollution Prevention Plan (SWPPP).

      • Grading and Drainage Plan – Stantec will develop a Grading and Drainage Plan for the proposed onsite improvements. This service will include establishing lines, grades, and slopes necessary to provide adequate surface drainage from the improved areas. Design and permitting for site retaining walls over three (3’) feet high, if required, is not included in this proposal.

      • Stormwater Collection and Conveyance – Stantec will design the stormwater collection, treatment, and conveyance system (inlets, manholes, and piping) to accommodate surface drainage from site improvements, driveways, and open areas; this will be developed based on the preliminary storm layouts.

      • Potable Water Plans - Stantec will design the water distribution system for the project per standards of Manatee County and FDEP requirements, connecting to the existing nearby system(s).

      • Miscellaneous Utilities – Stantec will provide the horizontal and vertical locations of soft utilities (power, telecom, natural gas) on the utility plans for coordination purposes only.

      • Pavement details based on Task 302.3.

      
      

      Stantec will continue coordination efforts with the RPM consultants to integrate their design into the site plan, address stormwater drainage, pavement/grading tie-ins, and utility infrastructure needs. Stantec’s design will also consider future phases based on the master plan to accommodate future traffic patterns, and stormwater/utility needs, including: providing utility stub outs, pipe sizing, yard layout, locations of manholes and appurtenances, power distribution, etc. Plans are assumed to be no larger than 22”x34”, prepared at a scale appropriate to convey the necessary design details. Plans will be produced using AutoCAD (Civil 3D, 2024).

      Moffatt and Nichol will provide design services for the power distribution and lighting including the Cranes, the Cargo Yard and the RPM facility under Task 701.2 and 701.3. This scope also includes provisions for refrigerated container plug design within the Phase 3 limits based on the Master Plan efforts provided in Task 301.1. A detailed scope is provided in Attachment “E”, Stantec will coordinate any requirements to integrate the RPM and Container Yard Expansion projects.

      
      

   5. Bridge Hydraulic Report

      Stantec will prepare a Bridge Hydraulic Report based on the general practices of the Florida Department of Transportation (FDOT). As such the following activities will be performed:

      • Review channel measurements

      • Determine stages and discharges in the channel

      • Perform an assessment of discharge rates using USGS regression equations

      • Compare FEMA Maps and Flood Insurance Study (if available)

      • Review modeling methodology with the AHJ

      • Prepare H&H model using Stormwise (Version 4) or SWMM (as determined from the methodology meeting)

      • Review design alternatives for future ditch improvements, including option for adding box culvert and closing the ditch.

      • Prepare no rise certification

      • Coordinate with the structural engineering design

        
        

      • Perform a scour analysis (if applicable)

      • Prepare Bridge Hydraulics Recommendation Sheet

        • Plan and Profile View

        • Location Map with nearby structures

        • Summary Table

   6. Opinion of Probable Construction Cost (Preliminary)

      Stantec will prepare a preliminary cost estimate for the site/civil improvements, area development, and other site-related elements; specifically, elements in Stantec’s Scope of Services. It is anticipated this would be a Class 4 Estimate in accordance with the Association for the Advancement of Cost Engineering (AACE International) Recommended Practice 56R-08 Manual - defined as typically appropriate once the following, at a minimum, is available: boundary/topographical survey, proposed site plan, and basis of design/design criteria.

3. Final Design Phase

   1. Final Stormwater Analysis and Report

      Based on the preliminary stormwater analysis, this task also includes a second/ final analysis documented in a report for agency submittal and will be conducted concurrently with the preparation of the Design Development Plans, which further refines the site parameters (i.e., impervious/ pervious ratios, size of stormwater management facility(s), design of the storm sewer collection system, etc.)

      
      

      As part of this task, Stantec will coordinate with the National Stormwater Trust (NST) to finalize the water quality requirements and necessary offsite mitigation credits in order to finalize the Reservation of Capacity agreement.

   2. Final Construction Plans

      Stantec will prepare final construction plans for the various onsite improvements based on the preliminary plans prepared under Task 302.4.

      
      

      It is assumed that these plans will be 90% level documents and will be sufficient for applying for site permits. Following submittals to the agency, Stantec will compile a final, 100% set of documents for bidding and construction issuance. The final plans will develop all elements provided in the preliminary plans and will include the design for the following improvements:

      • Horizontal Control Plan (HCP) - Stantec will prepare a Horizontal Control Plan (HCP) for the proposed infrastructure improvements for the development. The HCP will establish the horizontal geometry of all onsite infrastructure improvements and is intended to serve as the design basis for the preparation of the Final Construction Plans.

      • Paving Plan – Stantec will develop a Paving Plan for the proposed onsite improvements. Pavement specifications will be included (based upon the pavement design provided under Task 302.3).

      • Site Cross Sections

      • Standard Construction Details – Stantec will include standard construction details, typical sections, construction notes, etc. as required for the civil/ site improvements.

      • Technical Specifications – Stantec will include notes on the Construction Plans that provide process and material specifications for the civil/ site improvements; it is assumed that a separate set of technical specifications and contract documents will not be prepared.

      
      

   3. Maintenance of Traffic (MOT)

      Stantec will prepare a maintenance-of-traffic (MOT) plan to address construction access to the site and avoiding/minimizing interruptions to ongoing operations on adjacent facilities. The MOT plan will be developed by Professional Engineering with FDOT MOT Certification and will provide general guidance for the successful contractor on temporary traffic patterns. It is understood that the contract will develop additional MOT plans based on their construction means and methods to address staging, sequencing and performance of the work.

   4. Opinion of Probable Construction Cost (Final)

Stantec will prepare a final cost estimate for the site/civil improvements, area development, and other site-related elements; specifically, elements in Stantec’s Scope of Services. It is anticipated this would be a Class 3 Estimate in accordance with the Association for the Advancement of Cost Engineering (AACE International) Recommended Practice 56R-08 Manual - defined as typically appropriate once the following, at a minimum, is available: existing conditions plan, demolition plan, site plan, grading plan, and utility plan.

DELIVERABLES:

• Master Site Plan

• Traffic Methodology Statement

• Preliminary Construction Plans (50%)

• Final Construction Plans (90%/100%)*

• Stormwater Management Report*

• Bridge Hydraulic Report*

• Water Distribution System Report*

• Opinion of Probable Construction Cost (Concept/Preliminary/Final)

Deliverable denoted with * will be signed and sealed by a Professional Engineer licensed in the State of Florida.

310 STRUCTURAL ENGINEERING SERVICES

1. Pre-Design Phase

   Stantec will assess the survey, utility locations, and site conditions along with the master plan validation/refinement to develop proposed bridge options. The proposed bridge options will evaluate viable alignments, profiles, structure types, and existing conflicts. A Bridge Development Report will be developed that presents a narrative of the proposed options evaluated. The narrative will discuss impacts associated with each option including easements, environmental impacts, and construction costs. Preliminary design plans will be developed for the recommended option show proposed roadway geometry, typical sections, and bridge layout as part of Task 312.1.

   
   

2. Preliminary Design Phase

   1. Preliminary Construction Plans

      Stantec will prepare preliminary plans for the proposed bridge structure based on the Bridge Development Report under Task 311. It is assumed that the Preliminary Plans will be 50% level documents, and will include design of the following improvements:

      • Structure General Notes

      • Bridge Plan & Elevation

      • Typical Section

      • Foundation Layout

      • Wingwall Geometry

        The design and detailing shall be performed in accordance with the FDOT Structures Manual and the AASHTO LRFD Bridge Design Specifications. The loading requirement for the bridge shall include the standard design loading specified in the FDOT Structures Manual as well as container stackers, crawler cranes (Gottwald) and truck cranes as coordinated with the Seaport Manatee’s Operations Department.

        
        

   2. Opinion of Probable Construction Cost (Preliminary)

      Stantec will prepare a preliminary cost estimate for the bridge elements in Stantec’s Scope of Services utilizing standard FDOT item numbers. It is anticipated this would be a Class 4 Estimate in accordance with the Association for the Advancement of Cost Engineering (AACE International) Recommended Practice 56R-08 Manual - defined as typically appropriate once the following, at a minimum, is available: boundary/topographical survey, proposed site plan, and basis of design/design criteria.

3. Final Design Phase

   1. Final Construction Plans

      Stantec will prepare final construction plans for the proposed bridge structure based on the preliminary plans prepared under Task 312.

      
      

      It is assumed that these plans will be 90% level documents and will be sufficient for applying for site permits. Following submittals to the agency, Stantec will compile a final, 100% set of documents for bidding and construction issuance. The final plans will develop all elements provided in the preliminary plans and will include the design for the following improvements:

      • Structure General Notes

      • Bridge Plan & Elevation

      • Typical Section

      • Foundation Layout

      • Wingwall Geometry

      • Railing Details

      • Miscellaneous Structure Details

      • Reinforcement Schedules

      • Bridge Load Rating

        In addition to the items above, Stantec shall prepare a Bridge Load Rating Report in accordance with the FDOT Bridge Load Rating Manual as well as prepare any necessary Technical Specifications needed for the structural elements. It is assumed that the FDOT Standard Specifications for Road and Bridge Construction will be utilized for all standard components.

        
        

   2. Opinion of Probable Construction Cost (Final)

Stantec will prepare a final cost estimate for the bridge elements in Stantec’s Scope of Services utilizing standard FDOT item numbers. It is anticipated this would be a Class 3 Estimate in accordance with the Association for the Advancement of Cost Engineering (AACE International) Recommended Practice 56R-08 Manual - defined as typically appropriate once the following, at a minimum, is available: existing conditions plan, demolition plan, site plan, grading plan, and utility plan.

DELIVERABLES:

• Bridge Development Report*

• Preliminary Construction Plans (50%)

• Final Construction Plans (90%/100%)*

• Bridge Load Rating Report*

• Opinion of Probable Construction Cost (Concept/Preliminary/Final)

  Deliverable denoted with * will be signed and sealed by a Professional Engineer licensed in the State of Florida.

  
  

  320 GEOTECHNICAL ENGINEERING SERVICES

  Stantec will develop recommendations and related parameters for the Phase 3 design of the expansion of the upland container storage area, high-mast lighting foundations, bridge foundation and pavement design.

  
  

  Material/soil testing will be performed by AREHNA under Task 702; Stantec will coordinate with AREHNA regarding the locations and frequency of testing.

  As part of this task, Stantec will perform the following:

  • Review existing information for the proposed development area, including previous geotechnical explorations.

  • Coordination with the Client and design team regarding foundation and pavement requirements for the project.

  • Develop a pavement design for the vehicles that will traverse the area as well as for long term storage of materials/containers. Only a flexible pavement system will be developed. This item will include a design section and any required specifications. Stantec will prepare the plan sheets and project specifications using the provided data.

  • Design soil parameters for high mast lighting foundations. The foundation design will be provided under Task 701.

  • Design soil parameters for the bridge over the stormwater ditch.

  • Prepare a written report discussing the findings, analyses and recommendations for construction. The report will include:

    • A brief discussion of the planned construction.

    • A discussion of the existing site conditions, such as topography, surface vegetation, and other features.

    • A presentation of the field exploration and laboratory analysis procedures and data obtained.

    • A field exploration plan showing the approximate boring and test locations.

    • A discussion of the subsurface conditions and groundwater levels encountered at the boring locations, including data from previous explorations.

    • Geotechnical evaluation of the site and subsurface conditions with respect to the proposed construction.

    • Evaluate existing container yard pavement design with the results of the field and laboratory testing.

    • Recommended remedial actions for site preparation, such as over-excavation or surcharging.

    • Recommendations for site preparation and utility installation/construction.

    • Design recommendations for the pavement system.

    • Design recommendations for the foundation system(s).

  DELIVERABLES:

• Geotechnical Engineering Report, signed and sealed by a Professional Engineer Licensed in the State of Florida

330 ENVIRONMENTAL/ECOLOGICAL SERVICES

1. Project Concept Review and Refinement Coordination

   Stantec environmental staff will coordinate with the project team and the Seaport Manatee (Port) to review and refine the Container Yard Phase 3 concept moving forward with the project impact analysis and permitting activities as referenced under this Scope of Services. The coordination and refinement of the project footprint will consider the intended purpose and functions as well as the limitations and safe operations with specific focus on avoidance and minimization of the impacts to natural resources.

   
   

2. Wetland Delineation and Permits

   The previously established limits (for the Hendry Tract Improvements under FDEP ERP No. 41- 0168124-002) of wetlands and other surface waters within and adjacent to the project area will be compared to the recent preliminary delineation provided by Stantec (under the South Port Container Yard and Electrification Project Phase 3 Report, dated November 27, 2023, SPM P.O. #PA005962), and field reviewed by Stantec environmental staff, consistent with the 1987 United States Army Corps of Engineers (USACE) Wetlands Delineation Manual (Technical Report Y-87- 1), the Regional Supplement to the Corps of Engineers Wetland Delineation Manual: Atlantic and Gulf Coastal Plain Region (Version 2.0) (USACE 2010), and Chapter 62-340, Florida Administrative Code (F.A.C). This field review will also focus on areas south of the existing container yard, east of the discharge of the existing stormwater pond to determine how water flows/connects in this area. Additionally, the field review will look at the existing connections from the South Ditch to mangrove wetland east of the proposed project area.

   Wetland boundaries will be located with sub-meter accuracy GPS equipment and flagged in the field for survey (to be completed under separate task). As appropriate, up to three (3) indicators of seasonal high-water level (SHWL) and normal pool (NP) or Mean High Water levels (MHW) will be located within each wetland system based on observed biological indicators of hydrology. MWL’s of the canals and/or ditches will be derived using data from nearby tidal stations.

   
   

   The locations of the flagged wetlands and surface water features and elevations of the located hydrologic indicators will be collected by Stantec survey staff as described in Task 205. The previous functional value assessment of each identified wetland system will be reviewed and updated as necessary utilizing the Uniform Mitigation Assessment Method (UMAM) under Chapter 62-345 F.A.C. USACE Wetland Determination Data Forms will be filled out in the field for each identified wetland. These UMAM evaluations and USACE forms will be included in the appropriate permit applications to the regulatory agencies.

   
   

3. State and Federal Regulatory Agency Permitting

   Stantec will coordinate and attend one (1) Pre-Application meeting with the USACE and Florida Department of Environmental Protection (FDEP) to review the proposed site improvements and to discuss permit mechanisms, application timing, and other potential agency concerns. The goal of the Pre-Application meeting is to confirm understandings and agreements regarding the project permitting approach for the environmental and engineering components of the application process.

   
   

   Stantec environmental staff will support the preparation and submittal of a Statewide Environmental Resource Permit (ERP) and a USACE Section 404 permit applications. The USACE permit application will include the preparation of an alternatives analysis. For this, Stantec will coordinate, assist, and provide technical expertise to the project team pertaining to natural resources during the preparation of the alternatives analysis. Stantec will compile information from the project team and Client on project need, design and planning, operations, and other factors to develop a single alternatives analysis to be included as part of the USACE permit application and supplemental information. Please note that the development of the alternatives analysis is limited to the information provided to Stantec environmental staff.

   This task includes one (1) pre-application meeting with USACE and FDEP respectively, one (1) site visit with the respective permitting agencies, and up to two (2) responses to Requests for Additional Information (RAI).

   
   

4. National Environmental Policy Act (NEPA) Environmental Assessment (EA)