MANATEE COUNTY PORT AUTHORITY AGENDA

March 24, 2026

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 – (all agenda and non-agenda items)

   
   

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; Jason Bearden, 1st Vice Chairman; George Kruse, 2nd Vice-Chairman;

Vacant, 3rd Vice Chairman; Amanda Ballard, Member; Dr. Bob McCann, Member; Tal Saddique, Member

‌March 24, 2026

1. CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes – January 27, 2026

      
      

   3. Budget Resolution

      
      

   4. Deletion of Port Assets

      
      

   5. Port Manatee Tariff No. 3 Item 445

      
      

   6. USDOT PIDP Planning Grant for Port Berths

      
      

   7. Warehouse 12 Phase 1 Additional Services

      
      

   8. Warehouse 4 and O&M Building Roof Replacement and Repair

RECOMMENDATION:

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

‌Manatee County Port Authority Warrant (Check) Listing

01/16/2026 to 03/12/2026

Manatee County Port Authority Warrant (Check) Listing

01/16/2026 to 03/12/2026

Manatee County Port Authority Warrant (Check) Listing

01/16/2026 to 03/12/2026

Manatee County Port Authority Warrant (Check) Listing

01/16/2026 to 03/12/2026

Manatee County Port Authority Warrant (Check) Listing

01/16/2026 to 03/12/2026

Manatee County Port Authority Warrant (Check) Listing

01/16/2026 to 03/12/2026

‌MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

COUNTY ADMINISTRATION CENTER, HONORABLE PATRICIA M. GLASS CHAMBERS

1112 Manatee Avenue West Bradenton, Florida January 27, 2026

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

Present were:

Mike Rahn, Chairman

Carol Ann Felts, First Vice-Chairman Jason Bearden, Second Vice-Chairman George W. Kruse, Third Vice-Chairman Amanda Ballard

Dr. Bob McCann Tal Siddique

Also present were:

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

Denise Hege, 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.

   
   

   STATEMENT ON PROPOSED PRIVATE CRUISE TERMINAL

   Chairman Rahn elucidated that much misinformation was recently published in the newspaper regarding Seaport Manatee’s interaction with a proposed, private cruise terminal near Rattlesnake Key. SeaPort Manatee has nothing to do with a private entity wanting to build any type of cruise terminal in Manatee County. SeaPort Manatee operates within its own boundaries and does not operate outside of those boundaries.

   Furthermore, SeaPort Manatee has not engaged, has not spoken with, has not met with, and has not had any type of conversation or discussion with the entity that wants to build a private cruise terminal in Manatee County.

   
   

   The Port Authority has some of the same concerns as the citizens of Manatee County, and those concerns go beyond the operation of SeaPort Manatee i.e., seaborne operations, dredging, stevedores, shared harbor pilots with Port of Tampa, and most importantly environmental concerns and what this would do to Tampa Bay.

   
   

   The misinformation was unnecessary. SeaPort Manatee continues to appreciate its customer base that drives SeaPort Manatee income. Chairman Rahn stated the County is not engaging in any interaction with the entity regarding a cruise terminal.

   
   

   AGENDA PA20260127DOC001

2. PUBLIC COMMENTS (All Agenda and non-Agenda Items)

   Glen Gibellina stated he is still waiting for a response on the status of the $500,000, non-refundable deposit (1/28/25) related to termination of Agreement with Fortress 2020 Lando LLC, for acquisition of real property near SeaPort Manatee.

   Mr. Gibellina also attended 2026 Lobby Days in Tallahassee and documented

   January 27, 2026 (Continued)

   communications. He commented on pending legislation sponsored by Representative William Conerly regarding a new, proposed cruise terminal in Manatee County, and Member Siddique changing his position on the bill based on interpretation to move forward. Under tainted circumstances, Mr. Gibellina requested the bill be pulled, but it was not pulled.

   
   

   Andra Griffin stated she also attended 2026 Lobby Days with Mr. Gibellina and took notes about Member Siddique changing his vote on the bill sponsored by Representative Conerly. Citizens will continue to keep County Officials accountable.

   
   

   By telephone, Anthony Scuillo voiced concern in looking at the subject parcel eyed for a potential cruise terminal adjacent to Port Manatee. Several comments made in social media platforms are incorrect, but the contiguous nature raises concern.

   
   

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

   
   

   Discussion ensued regarding clarification that the location of the parcel is not near SeaPort Manatee, private property owners, the Skyway Bridge and Southwest Florida Water Management District (SWFWMD) land are involved, there is no contiguous factor where the Port can take this over and utilize its authority, Sunshine Law does not apply between different bodies, this is a local bill at the Tallahassee level, opinions were asked and those opinions did not determine whether that bill was going to be filed, Member Siddique has every right to express his opinion on anything in Tallahassee as every other citizen, his opinion had no influence, Representative Conerly did not write this bill but offered to run the bill to assume additional workload from Representative Owen, Manatee County is represented by three State representatives in the Florida House of Representatives, who serve on the Manatee County Legislative Delegation, and Representative Conerly does not represent the land for Slip Knot LLC (co-owner of Knott-Cowen Tract).

   Member Kruse clarified there are many owners, including SWFWMD, between the Skyway Bridge and the subject parcel. County Commissioners were asked their opinion, not giving an opportunity to formally vote, to determine whether or not the bill was going to be filed. Commissioner Siddique’s vote did not influence that decision. This is a local bill at a Tallahassee level, and this bill was not advocated by Representative Connolly.

   
   

   Member Siddique spoke about separate, unrelated efforts, and it might be best to refer the public to the applicant.

   Commissioner Felts stated citizens need to be educated on how government works. She expressed appreciation to Chairman Rahn for addressing this issue.

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

   PA20260127DOC002

   ITEMS PULLED FROM CONSENT AGENDA

   No items were pulled from the Consent Agenda.

   
   

3. CONSENT AGENDA PA20260127DOC003

   Carlos Buqueras, Executive Director, noted a scrivener error to Consent Agenda Item 3.C., Budget Resolution PA-26-07, to change Batch ID Numbers on Pages 2 and 3. There

   January 27, 2026 (Continued)

   are no monetary changes. The correct version of PA-26-07 was provided to the Clerk.

   
   

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

   1. WARRANT LIST

      Accepted Warrant Listing from December 10, 2025, to January 15, 2026

      PA20260127DOC004

   2. MINUTES

      Approved the Minutes of December 18, 2025

   3. BUDGET AMENDMENT

      Adopted Budget Resolution PA-26-07, budgeting the following:

      • $288,970 of Port cash for the purchase and installation of ten, chiller doors for Warehouse 6;

      • 2025 Port Security Grant Program (PSGP) is funded $359,250 (75 percent of project costs), by Homeland Security, and $119,750 of Port cash (25 percent of project costs), for a Cyber Offsite Backup, Cyber Information Management Sustainment for the Port control billing system, Cyber Management Training, and a Mass Notification System that is web based, which sends, emails, text and telephone alerts in the event of a natural disaster, or other emergencies; and

      • $80,000 of Port cash for the replacement of fire sprinklers for Warehouse 8

        PA20260127DOC005

   4. FIRST AMENDMENT TO OPERATING AND MAINTENANCE AGREEMENT – PORT MANATEE RAILROAD LLC

      Approved and authorized Chairman to execute First Amendment to Operating and Maintenance Agreement (10/21/21) between Port Manatee Railroad LLC, and Manatee County Port Authority, specifying that revenue generated from intermodal traffic associated with the new track is excluded from the gross revenue subject to percentage payments to the Port (with attached Exhibit A – Amended Description of Rail Facilities Map, and Exhibit B – Amended Operating Fees), effective December 1, 2025 PA20260127DOC006

   5. WORLD DIRECT SHIPPING RAIL LEASE – FIRST AMENDMENT

      Approved and authorized Chairman to execute First Amendment to SeaPort Manatee and World Direct Shipping LLC (WDS), Lease Agreement (10/17/24) between World Direct Shipping LLC, and Manatee County Port Authority, contingent upon the approval of the First Amendment to Port Manatee Railroad LLC, Agreement, amending, modifying, and superseding Paragraphs 2 (Demised Premises), 4 (Term), 5 (Rent), 6 (Lessee Improvements), 7 (Authority-Funded Rail Improvements), and Exhibit A (Demised Premises) PA20260127DOC007

   6. FLORIDA DIVISION OF EMERGENCY MANANAGEMENT MITIGATION - GENERATORS

      Approved and authorized Chairman to execute Authorizing Agent Approval Form, Hazard Mitigation Grant Program Sub-Recipient Management Cost Request Form, and Assurances – Construction Programs Form, for submission to the grant review process, for the purchase of permanent and portable, back-up generators – Phase 1 and Phase 2 (total project cost for six generators $6,000,000: Grant funding

      $4,500,000; Port Match $1,500,000) PA20260127DOC008

      January 27, 2026 (Continued)

   7. 2025 PORT SECURITY GRANT PROGRAM AGREEMENT

      Accepted into the record executed Agreement EMW-2025-PU-05421 (Award Letter, effective 11/19/25) from FEMA Department of Homeland Security, for cyber security enhancements and mass notification system, in the amount of $359,250 in Federal funding (75 percent of total project cost), and $119,750 of Port cash (25 percent of project cost), for a total project cost of $479,000 PA20260127DOC009

      (End Consent Agenda)

      
      

4. EXECUTIVE DIRECTOR COMMENTS

   Carlos Buqueras, Executive Director, had no comments.

   
   

5. PORT AUTHORITY MEMBER COMMENTS

There were no Member comments.

ADJOURN

There being no further business, Chairman Rahn adjourned the meeting at 9:24 a.m. Minutes Approved:                     

‌March 24, 2026

CONSENT

AGENDA ITEM 3.C: BUDGET RESOLUTION BACKGROUND:

This resolution budgets the following:

• $10,375,000 in PIDP funds from the U.S. DOT MARAD grant program and $654,706 in Port cash. The project supports planning, permitting, and engineering design for the full reconstruction of Berths 6, 7, 8, 10, and 11. The funding also provides for the design of toe walls (or comparable structures) at Berths 4, 5, 9, 12, and 14 to accommodate future deepening activities.

• $13,000 in Port cash for repairs to the roof ridge cap on Warehouse 2 and the replacement of damaged dome covers protecting the security cameras. The repairs address damage sustained during Hurricane Milton.

• $107,017 in Port cash will provide additional funding for the Warehouse 8 pallet rack system, including required changes to rail elevations and the installation of a fire suppression system.

ATTACHMENT:

Budget Resolution PA-26-08

COST AND FUNDING SOURCE:

Budgets are $10,375,000 MARAD 2024 PIDP and $774,723 Port cash.

CONSEQUENCES IF DEFERRED:

Delay in budget allocations.

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to adopt Budget Resolution PA-26-08.

RESOLUTION PA-26-08 AMENDING THE ANNUAL BUDGET

FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2025-2026

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 2025-2026 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 on the 24th day of March 2026.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:                                   

BUDGET AMENDMENT RESOLUTION NO. PA-26-08 AGENDA DATE: March 24, 2026

1. Fund: MARAD 2024 PIDP

   Port Cash

   
   

   Section: Berth Planning

   
   

   Description: Budgets a total of $11,029,706 for berth planning, permitting, and design work for berths 6,7,8,10, and 11. This also includes design for toes walls (or similar structures) at berths 4, 5, 9, 12, and 14.

   
   

   Batch ID: BAAL032426A/B Reference: BU26000341

   
   

2. Fund: Port Cash Section: Hurricane Milton

   Description: Budgets $13,000 of Port cash to cover repairs to the roof on warehouse 2 and to replace dome covers that protect the security cameras due to damage caused by Hurricane Milton.

   
   

   Batch ID: BAAL032426A Reference: BU26000340

   
   

3. Fund: Port Capital Improvement Section: Warehouse 8 Pallet Rack System

Description: An additional $107,017 is budgeted for a rail elevation change and fire suppression system to warehouse 8.

Batch ID: BAAL032426A Reference: BU26000342

‌March 24, 2026

CONSENT

AGENDA ITEM 3.D: DELETION OF PORT ASSETS BACKGROUND:

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

ATTACHMENT:

Asset Deletion – March 24, 2026

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

Delay in updating property records.

LEGAL REVIEW: N/A

RECOMMENDATION:

Remove assets as listed on the attached Asset Deletion – March 24, 2026, from the Fixed Assets Listing.

Asset Deletion - March 24, 2026

‌March 24, 2026

CONSENT

AGENDA ITEM 3.E.: PORT MANATEE TARIFF NO. 3 ITEM 445 BACKGROUND:

Port Manatee Tariff No. 3, Item 445 has been revised to include crane technician labor rates for services provided by Port staff.

ATTACHMENT:

Port Manatee Tariff No. 3 Item 445

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

N/A

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to approve the revised wording to Port Manatee Tariff No. 3, Item 445, to include crane technician labor rates provided by the Port.

‌March 24, 2026

CONSENT

AGENDA ITEM 3.F: USDOT PIDP PLANNING GRANT FOR PORT BERTHS BACKGROUND:

The U.S. Department of Transportation (USDOT) has awarded the Authority a $10,375,000 planning grant to support engineering and permitting for the berth reconstruction program. The project includes completing NEPA reviews, securing required permits, and advancing engineering design for Berths 6, 7, 8, 10, and 11. It also provides for the design of toe walls at Berths 4, 5, 9, 12, and 14 to accommodate future port-wide deepening efforts. The required local match is $2,618,824.

ATTACHMENT:

U.S. Department of Transportation Maritime Administration Grant Agreement

COST AND FUNDING SOURCE:

$10,375,000 Federal; $2,618,824 Non-Federal

CONSEQUENCES IF DEFERRED:

Delay in execution of the grant and potential deallocation of federal funds.

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute the U.S. Department of Transportation Maritime Administration Grant Agreement for berth reconstruction engineering and permitting.

U.S. DEPARTMENT OF TRANSPORTATION MARITIME ADMINISTRATION

GRANT AGREEMENT UNDER THE

FISCAL YEAR 2024 PORT INFRASTRUCTURE DEVELOPMENT PROGRAM (PIDP)

MARAD FY 2024 PIDP Grant No. 693JF72540027 702434PIDG 2026 1BR2540027 0000150000 41010 61006600 — $10,375,000

This agreement is between the United States Department of Transportation Maritime

Administration (“MARAD”) and the Manatee County Port Authority (the “Recipient”).

This agreement reflects the selection of the Recipient to receive a PIDP Grant for the Berth Reconstruction Engineering and Permitting Project.

The parties therefore agree to the following:

ARTICLE 1

GENERAL TERMS AND CONDITIONS

1. General Terms and Conditions.

   1. In this agreement, “General Terms and Conditions” means the content of the document titled “General Terms and Conditions Under the Fiscal Year 2024 Port Infrastructure Development Program Grants,” dated November 21, 2025, which is available at https://www.maritime.dot.gov/grants/federal-grant-assistance/federal-grant-assistance. The General Terms and Conditions reference the information contained in the schedules to this agreement. The General Terms and Conditions are part of this agreement.

   2. The Recipient states that it has knowledge of and agrees to the General Terms and Conditions.

   3. The Recipient acknowledges that the General Terms and Conditions impose obligations on the Recipient and that the Recipient’s non-compliance with the General Terms and Conditions may result in remedial action, terminating of the PIDP Grant, disallowing costs incurred for the Project, requiring the Recipient to refund to MARAD the PIDP Grant, and reporting the non-compliance in the Federal-government-wide integrity and performance system.

ARTICLE 2

SPECIAL TERMS AND CONDITIONS

2.1 Environmental Compliance.

The scope of work for this planning Project includes ground-disturbing work such as geotechnical investigations. The Recipient will request MARAD approval prior to executing any potentially ground-disturbing field studies or investigations.

SCHEDULE A ADMINISTRATIVE INFORMATION

1. Application.

   Application Title: Seaport Manatee - Planning Grant - Berth Reconstruction Engineering and Permitting.

   Application Date: May 10, 2024

   
   

2. Recipient’s Unique Entity Identifier.

   Recipient’s Unique Entity Identifier: KLBXGVB8Q2L3

3. Recipient Contact(s).

   Abby Lindecamp

   Deputy Director of Business Administration and Finance Manatee County Port Authority

   300 Tampa Bay Way, Suite 1

   Palmetto, FL 34221

   Office: (941) 721-2324

   alindecamp@seaportmanatee.com

   
   

   and

   
   

   Denise C. Stufflebeam

   Senior Director of Business Administration & Finance Manatee County Port Authority

   300 Tampa Bay Way, Suite 1

   Palmetto, FL 34221

   Direct: (941) 722-6621 x 339

   dstufflebeam@seaportmanatee.com

4. Recipient Key Personnel.

   None.

5. MARAD Project Contact(s).

   Kelly Mitchell-Carroll

   Grants and Cooperative Agreements Officer DOT – Maritime Administration

   1200 New Jersey Ave, SE Washington, DC 20590 MAR-380

   W26-422

   Mailstop 5

   (202) 366-9714

   k.mitchell-carroll@dot.gov

   
   

   and

   
   

   David Bohnet

   Grant Management Division Chief DOT – Maritime Administration 1200 New Jersey Ave, SE Washington, DC 20590

   MAR-510 W21-226

   Mailstop 3

   (202) 366-0586

   david.bohnet@dot.gov

   
   

6. Payment System.

   MARAD Payment System: Delphi eInvoicing System

7. Federal Award Identification Number.

Federal Award Identification Number: 693JF72540027

SCHEDULE B PROJECT ACTIVITIES

1. General Project Description.

   The Project consists of completing NEPA reviews, project permitting, and engineering design work for five of the port's operational berths (Berths 06, 07, 08, 10, and 11) that need to be fully reconstructed. The Project also includes design for toe walls (or similar structures) at other berths (Berths 04, 05, 09, 12, and 14) to accommodate future port-wide deepening activities.

2. Statement of Work.

   The Project will be completed in one component with the following elements:

   Element 1 – Federal National Environmental Policy Act (NEPA) review

   • Prepare the appropriate draft and final documents to achieve the policies and goals established by NEPA and related regulations for berth construction projects.

     Element 2 – Pre-Engineering Studies

   • Engineering analysis and survey of Berths 06, 07, 08, 10, and 11.

   • Establish baseline structural conditions, evaluate geotechnical conditions, compile and review as-builts, conduct subwater inspections, conduct subsurface utility engineering, review existing mooring and bollard analysis, prepare a survey, prepare conceptual structural designs (e.g., bulkhead, pile supported, etc.) and related costs estimates, prepare metocean study, prepare mooring and berthing analysis, prepare stormwater analysis, and prepare updated port-wide maps of dock load limits and bollard capacities for Berths 04, 05, 06, 07, 08, 09, 10, 11, 12

     and 14.

     • Documents will be used for permitting, engineering design, and informing the order of dock rebuilds.

   • Coordinate with Tampa Harbor Pilots and U.S. Army Corps of Engineers to conduct a navigation analysis or simulation of proposed designs, if warranted.

     Element 3 – Permitting

   • Complete all required local, State, and Federal permitting required to start construction.

   • Time-dependent permitting for individual berths or portion of berths may be staggered to complement corresponding construction scheduling.

     Element 4 – Berth 06 Engineering

   • Engineering and design elements and considerations include:

     • Extending the apron by approximately 265 feet (from its current 412-foot length) to connect with Berth 07 and extending another approximately 97 feet toward the west to align with the southwest corner of Berth 05.

     • Additional considerations: new fuel pit(s); new shore utility connections (e.g., water, electric); base infrastructure for bulk cargo loading or unloading equipment; and ability to handle mobile harbor crane loading.

       
       

       Element 5 – Berth 07 Engineering

   • Engineering and design elements and considerations include:

     • New fuel pit(s); new shore utility connections (e.g., water, electric); ability to handle mobile harbor crane loading; base infrastructure for bulk cargo loading or unloading equipment; and new pit(s), pump(s), and underground line(s) for pneumatic ship unloaders.

       Element 6 – Berth 08 Engineering

   • Engineering and design elements and considerations include:

     • Additional considerations: new fuel pit(s); new shore utility connections (e.g., water, electric); ability to handle mobile harbor crane loading; new pit(s), pump(s), and underground line(s) for pneumatic ship unloaders; and new RORO ramp.

       Element 7 – Berth 10 and 11 Engineering

   • Engineering and design elements and considerations include:

     • Extension of Berth 10 to the west by approximately 410 feet.

     • Reconfiguring Berth 11 along the same alignment as the extended Berth 10 to the north, and Berths 12 and 14 to the south, to provide approximately 2,160 feet of continuous southward marginal wharf.

     • Additional considerations: new fuel pit(s) or similar structures on Berths 10 and 11; new shore utility connections (e.g., water, electric); and ability to handle mobile harbor crane loading.

       
       

       Element 8 – Design Toe Walls

   • Engineering and design elements and considerations include:

     • Design for toe walls (or similar structures) at Berths 04, 05, 09, 12, and 14 to accommodate future port-wide deepening activities (e.g., from the current authorized depth of -40 feet +1 foot over depth, to a depth of -50 feet + 2 feet over depth).

       
       

3. Documents Describing Mitigation Activities and Permits.

None.

1. Award Dates.

   SCHEDULE C

   AWARD DATES AND PROJECT SCHEDULE

   Budget Period End Date: September 30, 2031 Period of Performance End Date: September 30, 2031

2. Estimated Project Schedule.

   
   

   Milestone	Schedule Date
   Planned Project Start Date	April 1, 2026
   Planned Project Completion Date	November 30, 2030

3. Special Milestone Deadlines.

SCHEDULE D

AWARD AND PROJECT FINANCIAL INFORMATION

1. Award Amount.

   PIDP Grant Amount: $10,375,000

2. Federal Obligation Information.

   Federal Obligation Type: Single

3. Approved Project Budget.

                              Eligible Project Costs                

   
   

   Total
   PIDP Funds:	$10,375,000
   Non-Federal    Funds:	$2,618,824
   Total:	$12,993,824

4. Cost Classification Table.

   
   

   Cost Classification	Total Costs	Non-PIDP Previously Incurred Costs	Eligible Costs
   Architectural and engineering fees	$12,993,824		$12,993,824
   Project Total	$12,993,824		$12,993,824

5. Approved Pre-award Costs.

None. MARAD has not approved under this award any requests for the use of non-Federal funds under 46 U.S.C. 54301(a)(10)(B) or any pre-award costs under 2 CFR

200.458. Because unapproved costs incurred before the date of this agreement are not allowable costs under this award, MARAD will neither reimburse those costs under this award nor consider them as a non-Federal cost sharing contribution to this award. Costs incurred before the date of this agreement are allowable costs under this award only if approved in writing by MARAD before being included in the Project costs and documented in this section 5. See section 15.3 of the General Terms and Conditions.

SCHEDULE E CHANGES FROM APPLICATION

Scope: None.

Schedule: The original grant application indicated the Project timeline was roughly 32 months for contract procurement and completion of services. However, based on available information and schedules for similar projects, the Recipient’s professional engineer recommends five months to procure the contract and three additional years for completion of NEPA services, or 55 months total.

The table below compares the Project milestone dates.

Budget: None.

Other: None.

SCHEDULE F PIDP DESIGNATIONS

1. Urban or Rural Designation.

   Urban-Rural Designation: Rural

2. Capital or Planning Designation.

   Capital-Planning Designation: Planning

3. Funding Act.

   Funding Act: IIJA

4. Discretionary or Community Project Funding.

   Discretionary-CPF: Discretionary

5. Security Risk Designation.

Security Risk Designation: Low

Reserved.

SCHEDULE G

PIDP PERFORMANCE MEASUREMENT INFORMATION

SCHEDULE H LABOR AND WORK

1. Efforts to Support Good-Paying Jobs and Strong Labor Standards.

   The Recipient states that rows marked with “X” in the following table are accurate:

   
   

   X	The Recipient or a project partner promotes robust job creation by supporting good-paying jobs directly related to the project with the free and fair choice to join a union. (Describe robust job creation and identify the good-paying jobs in the supporting narrative below.)
   	The Recipient or a project partner will invest in high-quality workforce training programs such as registered apprenticeship programs to recruit, train, and retain skilled workers, and implement policies such as targeted hiring preferences. (Describe the training programs in the supporting narrative below.)
   	The Recipient or a project partner will partner with high-quality workforce development programs with supportive services to help train, place, and retain workers in good-paying jobs or registered apprenticeships including through the use of local and economic hiring preferences, linkage agreements with workforce programs, and proactive plans to prevent harassment. (Describe the supportive services provided to trainees and employees, preferences, and policies in the supporting narrative below.)
   	The Recipient or a project partner will partner and engage with local unions or other worker-based organizations in the development and lifecycle of the project, including through evidence of project labor agreements and/or community benefit agreements. (Describe the partnership or engagement with unions and/or other worker-based organizations and agreements in the supporting narrative below.)
   	The Recipient or a project partner will partner with communities or community groups to develop workforce strategies. (Describe the partnership and workforce strategies in the supporting narrative below.)
   	The Recipient or a project partner has taken other actions related to the Project to create good-paying jobs with the free and fair choice to join a union and incorporate strong labor standards. (Describe those actions in the supporting narrative below.)
   	The Recipient or a project partner has not yet taken actions related to the Project to create good-paying jobs with the free and fair choice to join a union and incorporate strong labor standards but, before beginning construction of the Project, will take relevant actions described in schedule B. (Identify the relevant actions from schedule B in the supporting narrative below.)

   The Recipient or a project partner has not taken actions related to the Project to improve good-paying jobs and strong labor standards and will not take those actions under this award.

   
   

2. Supporting Narrative.

The primary purpose of berthing facilities at SeaPort Manatee is to improve the quality of life in the region through the creation of good-paying jobs, including union and non-union jobs. A recent economic impact study using 2023 data found that 42,094 jobs are directly and indirectly supported by the Port and represent a 12.89 percent increase over the 37,287 jobs identified in a previous study using 2021 data.

Additionally, the Recipient worked with Manatee County Area Transit (MCAT) to establish MCAT’s Port Manatee ConneXion (PMX). The current service has been effective since December 4, 2021. The PMX service is a mobility on-demand / call ahead service available within a defined area of northern Manatee County. Demand from current and future Port jobs will continue to serve as baseline demand to keep the service viable for the foreseeable future, which will benefit individuals that use the service to reach other destinations in the service area.

RECIPIENT SIGNATURE PAGE

The Recipient, intending to be legally bound, is signing this agreement on the date stated opposite that party’s signature.

ATTEST:

ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

Clerk of Circuit Court

By: By:

Signature of Recipient’s Authorized Representative

Name

Title

Date

MARAD SIGNATURE PAGE

MARAD, intending to be legally bound, is signing this agreement on the date stated opposite that party’s signature.

UNITED STATES DEPARTMENT OF TRANSPORTATION MARITIME ADMINISTRATION

                                                               By:                                           

Date Signature of MARAD’s Authorized Representative

Name

Title

‌March 24, 2026

CONSENT

AGENDA ITEM 3.G.: WAREHOUSE 12 PHASE 1 ADDITIONAL SERVICES

BACKGROUND:

On April 21, 2022, the Authority approved Professional Services Authorization (PSA) 22-08 with AECOM Technical Services, Inc. for planning and design of a warehouse pad in the amount of $718,724. Subsequent scope changes and additional services increased the contract to $730,992. AECOM has now submitted PSA 26-03 for construction-duration extension and final inspection site revisit in the amount of $18,817, bringing the total contract value to $749,809.

ATTACHMENT:

Professional Services Authorization No. 26-03

COST AND FUNDING SOURCE:

FDOT Funds - $9,408.50 and Port Cash - $9,408.50

CONSEQUENCES IF DEFERRED:

Delay in project design scope change

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute Professional Services Authorization No. 26-03 to AECOM Technical Services, Inc., for additional services in the amount of

$18,817.

PROFESSIONAL SERVICES AUTHORIZATION (PSA) NO. 26-03

Pursuant to the Port Manatee Professional Services Continuing Contract dated June 16, 2020, between the Manatee County Port Authority, hereinafter referred to as the “Authority” and

AECOM TECHNICAL SERVICES, INC.

hereinafter referred to as the “Consultant”, the Authority hereby authorizes and the Consultant hereby agrees to perform the hereinafter identified professional services for the project, facility or program identified as:

Storage Initiative Phase 1 - Cargo Pad

The professional services and additional terms hereby authorized by the Authority and agreed to by the Consultant are set forth in the attached proposal dated Janruary 20, 2026, for the above entitled project, facility or program.

In its design and/or administration of any “public works project” on behalf of the Manatee County Port 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 Manatee County Port 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.

The total fees and expenses for these professional services must not exceed:

$18,817.00

DATED:

02/26/2026

MANATEE COUNTY PORT AUTHORITY CONTRACT MANAGER

George Isiminger

By:

Carlos Buqueras

Senior Director of Engineering

Executive Director and Construction CONSULTANT

By:                               

Name, Title: _Randy Mejeur, Authorized Signatory/VP

If applicable, the Authority has considered and hereby approves this Supplemental Professional Engineering Services Authorization with a quorum present and voting this 24th day of March, 2026.

Attest: MANATEE COUNTY PORT AUTHORITY

By:                                           By:                       

Clerk of the Circuit Court Chairman

7650 W. Courtney Campbell Causeway Tampa, Florida 33607-1462

January 20, 2026

Mr. George F. Isiminger, P.E.

Senior Director of Engineering and Construction Manatee County Port Authority

300 Tampa Bay Way, Suite 1

Palmetto, FL 34221

Subject: Request for Additional Compensation to Purchase Order PA005812

Professional Engineering Services to undertake PLANNING AND DESIGN OF A PAD FOR WAREHOUSE AND CARGO HANDLING AT PORT MANATEE.

Dear Mr. Isiminger,

AECOM Technical Services, Inc. (AECOM) requests the Port’s consideration for compensation for additional services that are not part of the scope of services under the Purchase Order PA005812 contract between SeaPort Manatee (Port) and AECOM executed April 26, 2022.

Construction Duration Extension:

The construction schedule has extended beyond the construction schedule on which AECOM’s contract was based. AECOM understands that certain schedule extensions such as delayed shipping of materials have limited effect on AECOM’s contracted services. However, contractor construction schedule has been extended for an additional 8+ months, without any notice to stop work, which requires AECOM to provide additional services for meetings, contractor coordination, RFI responses, and other construction schedule support. We are requesting additional compensation for the additional time needed to complete construction based on Submittal 01400-2C Time Extension Request versus the reality of the time duration to complete construction that is ongoing as of December 2025.

Background:

Task 7 Construction Support Service detailed in our proposal dated April 13, 2022 and the Revised Task 7 detailed in the purchase order Modification 01 dated January 23, 2023 anticipated/assumed the schedule for the Phase 3 Construction Phase services would extend for a duration of 6 months. The original schedule prepared by the contractor (Spectrum Underground Inc.) indicated a duration of 144 days lasting approximately 8 months between August 2024 and March 2025. As a result of Submittal 01400-2C Time Extension Request, the contractor was granted a one-month extension of the original construction schedule due to delayed shipping dates of the necessary electronic components for installation of the poles and light fixtures. Therefore, construction was supposed to be completed by April 2025 and has been unexpectedly extended for an additional 8+ months.

As of January 16, 2025, the contractor has not provided an updated definitive construction schedule since Submittal 01400-2C Time Extension Request. Therefore, the construction completion is at least 8+ months overdue/beyond AECOM’s schedule performance period outlined in Modification 01 to Purchase Order PA005812 dated January 23, 2023. Without any notice to stop work, AECOM provided construction support services for the additional 8+ months, which extended beyond the limits of the scope of work in the purchase order(s).

7650 W. Courtney Campbell Causeway Tampa, Florida 33607-1462

Examples of the additional tasks and services occurring during this time period include:

• Six (6) additional construction meetings attended by AECOM, Port & Contractor (occurring after the original construction period end date on the following dates: 5/1/25, 9/9/25, 10/14/25, 11/12/25, 12/09/25, 01/13/26),

• Electrical coordination/tasks from the incomplete electrical construction (10/25 thru 12/15) including:

  • preparation/coordination of post-final inspection contractor electrical clarification items

  • review/contractor coordination of lighting control design deviations

  • preparation of electrical RFI and partial punch list items and review/response to contractor

• Contractor-requested assistance with building permitting inspections and contractor permit closeouts (occurring after the original construction period end date within the range of 5/8/25 through 9/4/25)

• Review and coordination for three (3) additional contractor pay applications occurring after the original construction period end date (Apps# 8-10)

Final Inspection Site Re-Visit:

We are requesting additional compensation for the one (1) re-visit of the nighttime photometrics final inspection due to the incomplete November 5, 2025 nighttime photometrics final inspection site visit (which was at no fault of AECOM) (date to be determined after contractor completes final required lighting control changes).

Task 7 Construction Support Service detailed in our proposal dated April 13, 2022 and the Revised Task 7 detailed in the purchase order Modification 01 dated January 23, 2023 states “One (1) final completion inspection site visit for any portion of the Work to determine final completion.”

Background:

On the night of November 5, 2025, an AECOM Electrical Engineer was TWIC escorted by the contractor’s (Spectrum Underground Inc.) Project Manager to conduct the nighttime photometrics final inspection site visit. This nighttime photometrics final inspection site visit was coordinated and scheduled with the Port and the contractor as it was relayed to AECOM by the contractor that construction was completed per the plans/specs by the subcontractor and ready for inspection. The AECOM Electrical Engineer could not conduct the nighttime photometrics final inspection site visit because the electrical subcontractor (Himes Electric) did not install the lighting controls according to the plans and specifications and the contractor did not inform AECOM. Thus, the nighttime photometrics final inspection site visit was incapable of being completed. Therefore, an AECOM Electrical Engineer must again coordinate, prepare and re-visit the site to conduct the nighttime photometrics final inspection once the lighting controls have been modified to comply with the plans and specifications per the approved design. Please see the breakdown provided for further explanation of services rendered.

7650 W. Courtney Campbell Causeway Tampa, Florida 33607-1462

Proposed Fee:

We are submitting the following request for reimbursement of the extended construction support services provided by AECOM.

Modified Total Contract Fee $ 749,809.00

Please let us know if you have any questions or can provide you with additional information on this matter. When the proposed proposal changes are deemed acceptable, please issue a modification to our Purchase Order PA005812.

Sincerely,

AECOM Technical Services, Inc.

Kevin Westberry, PE Sr. Civil Engineer Site/Civil Engineering Building + Places

D 1-813-675-6857

CC: Randy Mejeur, Vice President

TOTAL

Staff Project Eng

Staff Electrical Eng

Sr Electrical

Project Manager Eng

Nightime Photometrics Inspection Site Revisit  

Port Manatee Cargo Handling (Purchase Order PA005812)

Re-visit of nighttime photometrics final inspection site visit

‌March 24, 2026

CONSENT

AGENDA ITEM 3.H.: WAREHOUSE 4 AND O&M BUILDING ROOF

REPLACEMENT AND REPAIR

BACKGROUND:

On August 19, 2025, the Authority approved the Fiscal Year 2026 budget, which included funding to replace the roof at Warehouse #4 and to repair the roof at the Operations & Maintenance (O&M) building. On December 11, 2025, the Authority received a proposal from Weatherproofing Technologies, Inc., a federally contracted roofing firm and OMNIA Partner (Contract R#230404), to perform the work.

Warehouse #4

The project includes removal of the existing roof, repairs to the underlayment, and installation of a new built-up membrane roof with a 20-year warranty. The cost for this work is $1,151,819.72.

Operations & Maintenance Building

The scope includes replacing the outer six feet of the perimeter roof and applying a protective coating to the remaining roof surface to prevent future leaks. This work carries a 12-year warranty. The cost for this project is $350,545.92.

When completed together, the total project cost is $1,497,365.64, reflecting a discount for concurrent construction. Completing the projects separately would increase the individual costs.

ATTACHMENT: Piggyback Agreement for Roofing Products, Services, and Job-Order-Contracting Services, Contract Number: MCPA-PBA-26-01

COST AND FUNDING SOURCE: Budged Port Cash - $1,497,365.64

CONSEQUENCES IF DEFERRED: Increased project cost due to material price changes.

LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

Move to approve and authorize the Chairman to execute Piggybacking Agreement for Roofing Products, Services, and Job-Order-Contracting Services, Contract Number MCPA-PBA-26-01 to Waetherproofing Technologies, Inc., to complete roof replacement and repairs at Warehouse #4 and the Operations & Manintenace Buiuldings for a total cost of

$1,497,365.64.

PIGGYBACKING AGREEMENT FOR

ROOFING PRODUCTS, SERVICES, AND JOB-ORDER-CONTRACTING SERVICES

CONTRACT NUMBER MCPA-PBA-26-01

THIS PIGGYBACKING AGREEMENT (“Agreement”) is entered into on this

         day of                       , 2026 (“Effective Date”), by and between Manatee County Port Authority, a political entity of the State of Florida, with its place of business located at Port Manatee, 300 Tampa Bay Way, Suite One, FL 34221, ("Authority") and WEATHERPROOFING TECHNOLOGIES, INC., a Delaware corporation duly authorized to conduct business in the state of Florida with its principal place of business located at 3735 Green Road, Beachwood, OH 44122 (“Contractor”)(collectively, the “Parties”).

WITNESSETH

WHEREAS, pursuant to its procurement policies and procedures, when in its best interest, the Authority is authorized to contract with vendors who were successful competitive bidders and subsequently entered into an agreement with other governmental entities pursuant to a “piggyback” procedure; and

WHEREAS, Contractor was a successful competitive bidder to the Region 4 Education Service Center Request for Proposals No. 23-04 for Roofing Products, Services and Job-Order-Contracting (JOC) Services through the OMNIA Partners, a purchasing cooperative (“Solicitation”), and subsequently entered into a contract with the Region 4 Education Service Center dated November 1, 2023, together with any renewals thereof or amendments thereto a copy of which is attached, along with copies of the Solicitation, the Contractor’s response to the Solicitation, and the Solicitation evaluation tabulation and award notice, as applicable, (collectively the “Original Contract”), as Composite Exhibit A (contract documents are large, therefore the basic contract is included and the remaining can be provided upon request); and

WHERAES, the Authority is registered with OMNIA Partners as a member; and

WHEREAS, the Contractor has agreed to make available to the Authority the prices submitted under the terms and conditions of the Original Contract, which the Authority desires to piggyback off of, as depicted in the scope of work attached as Exhibit B (“Authority Project”); and

WHEREAS, the Contractor represents and warrants that the Contractor has acted at all times in accordance with the provisions of Florida law with respect to the Solicitation, the response thereto, and the award and assignment thereof, and the Original Contract; and

WHEREAS, the Contractor is willing to perform the Authority Project pursuant to the terms of the Original Contract with only the modifications set forth in this Agreement which addresses the logistics of the Contractor now contracting with the Authority; and

WHEREAS, the Parties desire to enter into this Agreement for the Contractor to accomplish the Authority Project on the same terms, conditions, and specifications as the Original Contract.

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

1. The above recitals and all exhibits hereto are true and correct and incorporated herein by reference. The Contractor’s representations and warranties set forth in the recitals as incorporated into this Agreement by this reference are a material component to the Authority’s ability to enter into this Agreement. The Contractor shall fully indemnify, defend, and hold harmless the Authority and its representatives, employees, officers, and commissioners, from any and all damages, causes of action, or claims of any kind related to the Contractor’s representations and warranties set forth herein, the veracity of such representations and warranties, and all matters related thereto.

   
   

2. The scope of work is identified in the Original Contract, and the Contractor’s scope of work with the Authority is more specifically defined in Exhibit B attached hereto and incorporated herein. The Contractor agrees to furnish all labor, equipment, machines, and the skill necessary for the entire work effort as set forth in the Original Contract to the satisfaction of the Authority or its duly authorized representative.

   
   

3. The terms and conditions of the Original Contract are hereby incorporated into this Agreement by reference. The Contractor shall complete the Authority Project on the same terms, conditions, and scope as set forth in the Original Contract, except as specifically modified herein solely to account for the Authority as the purchaser. Such modifications shall not include any increase in the prices or changes to the scope of the work in the Original Agreement. The Contractor’s work on the Authority Project shall at all times be at the same unit prices as set forth in the Original Contract.

4. In interpreting this Agreement and resolving any ambiguities or conflicts between this Agreement and the Original Contract, including any exhibits and addenda, this Agreement takes precedence over the Original Contract and its exhibits and addenda and any inconsistency between the Original Contract and its exhibits or addenda shall be resolved by giving precedence to the Original Contract.

   
   

5. The Authority agrees to pay the Contractor for services rendered in accordance with the primary structure set forth in the Original Contract and more particularly described in Exhibit B. All invoices shall be submitted in accordance with the Local Government Prompt Payment Act, sections 218.70 through 218.79, Florida Statutes, as may be amended. All payments shall be due on the date established by the Local Government Prompt Payment Act. Payment due date for purchase of goods or services other than construction services is net 45 days from the date an invoice submitted in accordance with the Florida Prompt Payment Act is received by the Authority. In the event of a disputed invoice, only that portion so contested will be withheld from payment and the undisputed portion shall be due and payable on the terms set forth herein. The Authority does not pay sales tax and will provide sales tax exemption information at the written request of the Contractor, where necessary.

   
   

6. Pursuant to all notice requirements established by the Original Contract, notices under this Agreement shall be made in writing and sent by certified return receipt requested mail, addressed to the following:

   If to the Authority: If to Contractor: SeaPort Manatee                    _weatherproofing Technologies, Inc. Attn: John D. Glass, Jr., PE             Attn: JK Milliken, President

   300 Tampa Bay Way, Suite One      

   Palmetto,    FL    34221                

   3735 Green Road

   Beachwood, OH 44122

   With required copy to:

   General Counsel, Manatee County Port Authority Bryant Miller Olive P.A.

   400 N Tampa St Suite 1600,

   Tampa, FL 33602

   or to such other address or facsimile number as the Authority may direct from time to time by written notice forwarded to the Contractor as provided above.

   
   

7. Prior to this Agreement taking effect, the Contractor shall have in place the insurance coverages required by the Original Contract and shall provide certificates of insurance reflecting the Authority, its agents, employees, and public officials as named additional insureds. Prior to commencement of the Authority Project, the Contractor shall have in place the bonds required by the Original Contract for the benefit of the Authority.

8. The Parties recognize that the Contractor is an independent contractor. The Contractor agrees to assume liability for and indemnify, hold harmless, and defend the Authority, its commissioners, mayor, officers, employees, agents, and attorneys of, from, and against all liability and expense, including reasonable attorneys' fees in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, relief, or loss of use, arising out of the execution, performance nonperformance of the duties of the Contractor under this Agreement, the enforcement of this Agreement, or resulting from the activities of the Contractor in any way connected to this Agreement, but only to the extent not solely due to or caused by the negligence of the Authority, its commissioners, mayor, officers, employees, agents and attorneys. The Contractor's liability hereunder shall include all attorneys' fees and costs incurred by the Authority, in the enforcement of this indemnification provision. This indemnification provision includes claims made by any employees of the Contractor against the Authority, and the Contractor hereby waives its entitlement, if any, to immunity under section 440.11, Florida Statutes. Nothing contained in this Agreement, and specifically this paragraph requiring the Contractor to indemnify the Authority, is intended to nor shall it be construed as an additional waiver of sovereign immunity by the Authority beyond the Authority’s expressed written contractual obligations contained within this Agreement, nor shall it be construed as a waiver of any defenses or limitations to any claims, including those based on the doctrine of sovereign immunity or section 768.28, Florida Statutes. The obligations contained in this paragraph shall survive the termination of this Agreement, however terminated and shall not be limited by the amount of any insurance required to be obtained or maintained under this Agreement or the Original Contract.

   
   

9. Pursuant to section 119.0701, Florida Statutes, for any tasks performed by the Contractor on behalf of the Authority, the Contractor shall: (a) keep and maintain all public records, as that term is defined in chapter 119, Florida Statutes (“Public Records”), required by the Authority to perform the work contemplated by this Agreement; (b) upon request from the Authority’s custodian of public records, provide the Authority with a copy of the requested Public Records or

   allow the Public Records to be inspected or copied within a reasonable time at a cost that does not exceed the costs provided in chapter 119, Florida Statutes, or as otherwise provided by law; (c) ensure that Public Records that are exempt or confidential and exempt from Public Records disclosure requirements are not disclosed except as authorized by law for the duration of the term of this Agreement and following completion or termination of this Agreement, if the Contractor does not transfer the records to the Authority in accordance with (d) below; and (d) upon completion or termination of this Agreement, (i) if the Authority, in its sole and absolute discretion, requests that all Public Records in possession of the Contractor be transferred to the Authority, the Contractor shall transfer, at no cost, to the Authority, all Public Records in possession of the Contractor within 30 days of such request or (ii) if no such request is made by the Authority, the Contractor shall keep and maintain the Public Records required by the Authority to perform the work contemplated by this Agreement. If the Contractor transfers all Public Records to the Authority pursuant to (d)(i) above, Contractor shall destroy any duplicate Public Records that are exempt or confidential and exempt from Public Records disclosure requirements within thirty (30) days of transferring the Public Records to the Authority and provide the Authority with written confirmation that such records have been destroyed within 30 days of transferring the Public Records. If the Contractor keeps and maintains Public Records pursuant to (d)(ii) above, the Contractor shall meet all applicable requirements for retaining Public Records. All Public Records stored electronically must be provided to the Authority, upon request from the Authority’s custodian of public records, in a format that is compatible with the information technology of the Authority. If the Contractor does not comply with a Public Records request or does not comply with a Public Records request within a reasonable amount of time, the Authority may pursue any and all remedies available in law or equity including, but not limited to, specific performance or immediate termination of the contract. The provisions of this section only apply to those tasks in which the Contractor is acting on behalf of the Authority.

   IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (941) 722-6621; RECORDSCUSTODIAN@SEAPORTMANATEE.ORG; PORT MANATEE, 300 TAMPA BAY WAY, SUITE ONE, PALMETTO, FL 34221.

10. This Agreement represents the entire agreement. No prior discussions or negotiations will be enforceable, unless included in this Agreement.

    
    

11. This Agreement is not assignable. Any modification to this Agreement must be made in writing, duly executed by both Parties.

    
    

12. This Agreement shall be construed by and controlled under the laws of the State of Florida. The Parties consent to jurisdiction over them in the State of Florida and agree that venue for any state action arising under this Agreement shall lie solely in the courts located in Pinellas County, Florida, and for any federal action shall lie solely in the United States District Court, Middle District of Florida, Tampa Division.

13. If any one or more part, term, or provision of this Agreement shall be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired

    thereby and this Agreement shall be treated as though the invalidated portion(s) had never been a part hereof.

    
    

14. The Parties represent and warrant that they have entered into this Agreement relying wholly upon their own judgment, belief, and knowledge of the nature, extent, effect, and duration of any actions, damages, and liability. The Parties represent that they have had the opportunity to discuss this matter with legal counsel of their choosing and are satisfied with its counsel and the advice received. This Agreement will be deemed and treated as drafted jointly by all the Parties. The Parties understand this Agreement’s contents and agree that this Agreement will not be construed more strongly against any Party to the Agreement, 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 Agreement has been made to an adverse party and that the terms of this Agreement are contractual and not a mere recital.

    
    

15. All words used in this Agreement in the singular will extend to and include the plural, and the use of any gender will extend to and include all genders. The term "including" is not limiting.

    
    

16. Each of the Parties to this Agreement covenants to the other Party to this Agreement that it has lawful authority to enter into this Agreement, that the governing or managing body of each of the Parties has approved this Agreement and that the governing or managing body of each of the Parties has authorized the execution of this Agreement in the manner set forth below.

    
    

17. This Agreement must be executed by the Parties’ respective duly authorized official(s) and will take effect as of the Effective Date and remain in effect as provided in the Original Contract.

18. Contractor 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 the Agreement. Contractor 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 Contractor. Contractor 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 Contractor enters into a contract with a subcontractor to perform work under this Agreement, Contractor must obtain a properly executed affidavit from the subcontractor stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Contractor must maintain copies of all such affidavits for the duration of this Agreement. Authority may terminate this Agreement for cause if Authority determines that Contractor or Contractor’s subcontractor has not complied with any applicable provision of sections 448.09 or 448.095, Florida Statutes, as may be amended. Authority will terminate this Agreement for cause if Authority has a good faith belief that Contractor 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 Authority determines that Contractor otherwise complied with section 448.09(1), Florida Statutes, as may be amended, Authority will notify Contractor as such, and Contractor must immediately terminate Contractor’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) Contractor may not be awarded a public contract for at least 1 year after the date on which the Agreement is terminated; and (c) Contractor is liable for any additional costs incurred by the Authority as a result of the termination of the Agreement.

19. This Agreement may be executed by electronic signature technology and such electronic signature shall act as the Parties’ legal signatures on this Agreement and shall be treated in all respects as an original handwritten signature. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument.

    
    

20. In the event the Authority, in its sole discretion, determines that sufficient budgeted funds are not available to appropriate for payments due to the Contractor under this Agreement, the Authority shall notify the Contractor of such occurrence and this Agreement shall terminate on the last day of the current fiscal period without any penalty or expense to the Authority.

    
    

21. Contractor agrees that Contractor does not and will not, nor will it allow a subcontractor to, use any funds from the Authority for the purpose of issuing an identification card or document to any individual who does not provide proof of lawful presence in the United States.

    
    

22. By executing this Agreement and each and every renewal hereof (if renewal is separately provided for herein), pursuant to section 287.135, Florida Statutes, Contractor 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 bid or proposal for this Agreement, as of the Effective Date of this Agreement, and as of the effective date of any renewal of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Authority may terminate this Agreement immediately for cause if: (1) Contractor is found to have submitted a false certification regarding (a) – (e) above in accordance with section 287.135(5), Florida Statutes, (2) Contractor 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) Contractor 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.

23. Pursuant to section 286.101, Florida Statutes, Contractor shall disclose any current or prior interest of, any contract with, or any grant or gift received from a Foreign Country of Concern, as defined below, if such interest, contract, or grant or gift has a value of $50,000 or more and such interest existed at any time or such contract or grant or gift was received or in force at any time during the previous five (5) years. For purposes of this section, “Foreign Country of Concern” means the People’s Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, including any agency of or any other entity under significant control of such foreign country of concern. Contractor’s disclosure shall include the name and mailing address of the disclosing entity, the amount of the contract or grant or gift or the value of the interest disclosed, the applicable foreign country of concern and, if applicable, the date of termination of the contract or interest, the date of receipt of the grant or gift, and the name of the agent or controlled entity that is the source or interest holder. Contractor represents that within one

    (1) year before proposing any contract to the Authority, Contractor provided a copy of such disclosure to the Florida Department of Financial Services.

    
    

24. By executing this Agreement and each and every renewal hereof (if renewal is separately provided for herein), pursuant to section 786.06, Florida Statutes, Contractor certifies, represents, and warrants that it does not use coercion for labor services, as those terms are defined in section

    786.06. Contractor will provide to the Authority an affidavit signed by an officer or representative of Contractor under penalty of perjury attesting that Contractor 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 Contractor 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.

    
    

    IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date.

    
    

    ATTEST: ANGELINA “ANGEL” COLONNESO MANATEE COUNTY PORT

    Clerk of the Circuit Court AUTHORITY

    
    

    By:                                         By:                       

    Chairman

    PORT AUTHORITY

    
    

    CONTRACTOR:

    
    

    By:                           

    Signature

    
    

    Print Name & Title

    
    

    (Corporate Seal)

    
    

    Witness Signature

    
    

    Printed Name of Witness

    
    

    Title of Witness

    Composite Exhibit A

    Original Contract with Solicitation, Contractor’s Response, Evaluation Tabulation, and Award

    
    

    Region 4 Education Service Center (ESC)

    Contract # R230404

    for

    ROOFING PRODUCTS, SERVICES AND JOB-ORDER-CONTRACTING (JOC) SERVICES

    with

    
    

    Weatherproofing Technologies Inc.

    
    

    Effective: November 1,2023

    The following documents comprise the executed contract between the Region 4 Education Service Center and Weatherproofing Technologies Inc effective November 1, 2023:

    
    

    1. Vendor Contract and Signature Form

    2. Supplier’s Response to the RFP, incorporated by reference

CONTRACT

This Contract (“Contract”) is made as of November 1, 2023, by and between Weatherproofing Technologies Inc. (“Contractor”) and Region 4 Education Service Center (“Region 4 ESC”) for the purchase of Roofing Products, Services, & Job-Order-Contracting (JOC) Services (“the products and services”).

RECITALS

WHEREAS, Region 4 ESC issued Request for Proposals Number 23-04 for Roofing Products, Services, & Job-Order-Contracting (JOC) Services (“the products and services”) (“RFP”), to which Contractor provided a response (“Proposal”); and

WHEREAS, Region 4 ESC selected Contractor’s Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal;

WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092.

WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract.

WHEREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control.

WHEREAS, the Contract will provide that any state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”) may purchase products and services at prices indicated in the Contract upon the Public Agency’s registration with OMNIA Partners.

1. Term of agreement. The initial term of the Contract is for a period of three (3) years unless terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the right in its sole discretion to renew the Contract for an additional term of up to two (2) years or for a lesser period of time as determined by Region 4 ESC by providing written notice to the Contractor of Region 4 ESC’s intent to renew thirty (30) days prior to the expiration of the original term. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Contract. Notwithstanding the forgoing paragraph, the term of the Contract, including any extension of the original term, shall be further extended until the expiration of any Purchase Order issued under the Contract for a period of up to one year beyond the Contract term.

2. Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein.

3. Form of Contract. The form of Contract shall be the RFP, the Offeror’s proposal and Best and Final Offer(s).

4. Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail:

   1. This Contract

   2. Offeror’s Best and Final Offer

   3. Offeror’s proposal

   4. RFP and any addenda

      
      

5. Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC.

6. Entire Agreement (Parol evidence). The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable.

7. Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e., bankruptcy, change of ownership, merger, etc.).

8. Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor.

9. Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC.

10. Adding Authorized Distributors/Dealers.

    The National Cooperative Contractor Network roster lists the individual pre-qualified and In-Network contractors that are independently owned and part of this RFP response. This roster will be updated as new contractors enter the program who demonstrate competency in the stipulated criteria and that agree to the terms and conditions contained in this RFP. Contractors accepted in the Contractor Network Program will be sent to Region 4 ESC for approval prior to performing work for OMNIA Members.

    
    

    Under the Contractor Network Method of Delivery, which is included in our response, the awarded In-Network contractor is the prime. All POs, invoices, payments, etc. will occur directly between the In-Network Contractor and the Participating Public Agency directly.

    
    

11. TERMINATION OF CONTRACT

    1. Cancellation for Non-Performance or Contractor Deficiency. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period. Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following:

       1. Providing material that does not meet the specifications of the Contract;

       2. Providing work or material was not awarded under the Contract;

       3. Failing to adequately perform the services set forth in the scope of work and specifications;

       4. Failing to complete required work or furnish required materials within a reasonable amount of time;

       5. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or

       6. Performing work or providing services under the Contract prior to receiving an authorized purchase order.

          Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC.

    2. Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents.

    3. Delivery/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred.

    4. Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

       The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty.

    5. Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order.

12. Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor’s license(s) expire, lapse, are suspended or terminated.

13. Survival  Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. Proposals submitted to OMNIA Members prior to expiration or termination of the contract that lead to the issuance of a purchase order will survive the term of the agreement. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract for a period of up to one year beyond the term of the Contract.

14. Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, and freight pricing will be provided on each proposal.

15. Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC. The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material.

16. Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice.

17. Price Adjustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor’s responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor’s proposal.

    Price reductions may be offered at any time during Contract. Special, time-limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time-limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term.

18. Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC reserves the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 4 ESC shall have the authority to conduct random audits of Contractor’s pricing at Region 4 ESC's sole cost and expense. Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Contractor’s pricing at Contractor’s sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third-party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC.

19. Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model.

20. New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause.

21. Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability.

22. Warranty  Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing.

23. Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition.

24. Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to moving furniture, installing wiring for networks or power, and similar pre-installation requirements.

25. Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a

    material breach and may result in the cancellation of the purchase order at Region 4 ESC’s discretion. Contractor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge.

26. Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage.

27. Smoking. Persons working under the Contract shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises.

28. Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance.

29. Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC’s current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract.

30. Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract. Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas.

31. Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC.

32. Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten

    (10) days’ notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified.

33. Legal Obligations. It is Contractor’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws while fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein.

OFFER AND CONTRACT SIGNATURE FORM

The undersigned hereby offers and, if awarded, agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing.

Company Name Weatherproofing Technologies Inc.

Address 3735 Green Rd.

City/State/Zip Beachwood. OH 44122

Telephone No. 1216) 292-5064

Email Address JKMilliken@tremcoinc.com

Printed Name                           J-K Milliken                                          

Title President                                            

Authorized signature ��/                                      44-                                    

Accepted by Region 4 ESC:

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Roofing & Envelope Services Bid Contract

#R230404