MANATEE COUNTY PORT AUTHORITY AGENDA

October 16, 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. Invocation – led by Chaplain Luke Evangelista, Anchor House

   
   

3. Pledge of Allegiance

   
   

4. Audience Introductions

   
   

5. Public Comments - (all agenda and non-agenda items)

   
   

6. Presentation – Billy Roy, Allied New Technologies 2

   
   

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

   
   

8. Resolution for Independent Special District

   
   

9. 2026 Legislative Priorities

   
   

10. Executive Director Evaluation Discussion

    
    

11. Executive Director Comments

12. Commissioner Comments

13. 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

‌October 16, 2025

AGENDA ITEM 6.: PRESENTATION – BILLY ROY, ALLIED NEW TECHNOLOGIES 2

BACKGROUND:

Billy Roy serves as Regional Manager for Allied New Technologies 2 (ANT2), overseeing salt-to-bleach plant operations across Florida. In this role, he is dedicated to mentoring emerging leaders and sharing the insights gained over a distinguished career. Prior to this position, Billy was the inaugural Plant Manager at ANT2, where he led the construction, commissioning, staffing, and successful launch of the Palmetto facility. He has 24 years of experience in the maritime industry, including many years at SeaPort Manatee.

‌October 16, 2025

1. CONSENT AGENDA

   
   

   1. Warrant List

      
      

   2. Minutes – August 19, 2025

      
      

   3. Budget Resolution

      
      

   4. Notice of Port Authority Meetings Schedule

      
      

   5. 2026 Holiday & Pay Date Schedule

      
      

   6. Port Manatee Tariff No. 3 Item 900 – Crane Operations

      
      

   7. Berth 6 Concrete Repair Change Order No. 6

      
      

   8. Gulf Shellfish Institute Memorandum of Agreement

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

08/11/2025 to 10/07/2025

Manatee County Port Authority Warrant (Check) Listing

08/11/2025 to 10/07/2025

Manatee County Port Authority Warrant (Check) Listing

08/11/2025 to 10/07/2025

Manatee County Port Authority Warrant (Check) Listing

08/11/2025 to 10/07/2025

Manatee County Port Authority Warrant (Check) Listing

08/11/2025 to 10/07/2025

Manatee County Port Authority Warrant (Check) Listing

08/11/2025 to 10/07/2025

‌MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

COUNTY ADMINISTRATION CENTER, HONORABLE PATRICIA M. GLASS CHAMBERS

1112 Manatee Avenue West Bradenton, Florida August 19, 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

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 9:17 a.m.

   
   

   AGENDA PA20250819DOC001

2. PUBLIC COMMENT

   Glen Gibellina stated the roof of one, Port-owned 193,000-square-foot building could support 9,000 solar panels. He is 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 Landco LLC, for acquisition of real property near SeaPort Manatee. He questioned why there is no opportunity for call-in comments at Port meetings, and Port meetings should be televised.

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

   PA20250819DOC002

3. CONSENT AGENDA PA20250819DOC003

   Carlos Buqueras, Executive Director, corrected Consent Agenda Item 3.C, to correct Budget Port Cash in the amount of $645,000. The cover sheet for Consent Agenda Item 3.F, was also corrected to reflect correct Port Resolution number PA-25-23.

   
   

   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 July 22, 2025, to August 10, 2025 PA20250819DOC004

   2. MINUTES

      Approved the Minutes of July 29, 2025

      AUGUST 19, 2025 (Continued)

   3. BUDGET AMENDMENT

      Adopted Budget Resolution PA-25-21, budgeting $150,000 in Port funding allocated to launch the new Crane Department, covering essential start-up costs such as utility vehicles, specialized tools, and other start-up essentials, and $495,000 for an Economic Contribution Report designed to strengthen the Port’s investment case (Total Budget Port Cash of $645,000) PA20250819DOC005

   4. UNCOLLECTIBLE ACCOUNT

      Approved a write-off totaling $429 for Pro Transport Tampa, Inc. (Customer B004369), covering Invoices P92524, P92750, P92843, P92970, P93155, P93271, P93353, and P93450 PA20250819DOC006

   5. INSURANCE RENEWALS FISCAL YEAR (FY) 2025-2026

      Approved estimated insurance coverages for FY 25/26 for the Port Authority. There may be possible increases/decreases due to changes in insurance coverage:

      1. The Florida Municipal Insurance Trust (FMIT) for Real and Personal Property, for a premium of $1,300,000. Boiler and Machinery and Crime included in Real and Personal Property coverage;

      2. Boyd Insurance and Investment Services for Inland Marine, Vehicle Liability and Workers’ Compensation, for premiums of $122,649, $45,210, and

         $112,895, respectively; and

      3. McGriff, Seibels and Williams, Inc., for Port Liability – $175,000, Umbrella –

         $123,500, Public Officials (included in Port Liability) PA20250819DOC007

   6. PUBLIC TRANSPORTATION GRANT AGREEMENT - HOPPER

      Adopted Resolution PA-25-23, authorizing execution of State of Florida Department of Transportation Public Transportation Grant Agreement with Florida Department of Transportation for a Hopper at Berth 6 ($3,252,429) PA20250819DOC008

   7. TARIFF NO. 3

      Approved the change in wording in Port Manatee Tariff No. 3, Item 900, to reflect that Authority-owned cranes are now available for rental. Amended Item 900 outlines rental terms, required documentation, operational hours and procedures, crane-specific regulations, and applicable rate schedule PA20250819DOC009

   8. CRANE USAGE AGREEMENT

      Approved and authorized the Executive Director to execute Crane Usage Agreement with all entities utilizing Port-owned, mobile harbor cranes, and will remain in effect for up to five years upon execution PA20250819DOC010

   9. SPECTRUM UNDERGROUND CARGO PAD – CHANGE ORDER NO. 1

      Approved and authorized Chairman to execute Change Order 1 in the amount of

      $2,665.32, between Manatee County Port Authority and Spectrum Underground, Inc., for upgrade of manhole covers to support extra heavy loads from container top picks. This Change Order extends the substantial completion date by 30 days, final completion date by 60 days, and increases the total contract (6/30/24) to

      $2,597,521.77 PA20250819DOC011

   10. DELETION OF PORT ASSETS

       Authorized deletion of Port Assets as listed on attached Asset Deletion – August 19, 2025, from the Fixed Assets Listing PA20250819DOC012

       (End Consent Agenda)

       
       

4. MANATEE COUNTY PORT AUTHORITY BUDGET FISCAL YEAR 2025-2026

   Mr. Buqueras made introductory comments on the FY 25/26 Budget. The Port continues to exceed prior year revenues. Expenses have increased due to a newly established Crane Department, that will allow the Port to bring in additional revenues to

   AUGUST 19, 2025 (Continued)

   offset the investment made in new, Port cranes. Tariffs are being monitored, and the Foreign Trade Zone is being used to offset concern of importers on essential commodities.

   
   

   Denise Stufflebeam, Senior Director of Business Administration and Finance, utilized a slide presentation to review the proposed, FY 25/26 Budget, with proposed 2026 Operating Revenues of $34.6 million (17 percent increase over 2025). An increase is proposed in waterborne revenue due to expected volume growth of dry bulk commodities. For the first time, the Port will launch a Crane Department and rental of mobile harbor cranes, effective October 1, with anticipated, gross revenue stream of $5 million.

   Proposed 2025 Operating expenses are $24.1 million (33 percent increase). Key drivers of this increase are five, new crane positions, one, new security position, maintenance, insurance increases, and enhancing security coverage with a third-party firm.

   Dan Fitz-Patrick, Director of Planning and Project Development, continued with slides to address the 25/26 Capital Improvement Plan (CIP), for a total of $63,297,487. As of this year, 16 of the 25 major projects identified in the Port Master Plan have commenced. He highlighted three of the 25 projects:

   • Container Yard Expansion, Phase 3, $19,922,487

   • Railroad Capacity Projects, $6,450,000

   • Berth Design and Engineering (4 through 14), $10,375,000 There was brief discussion regarding Port land expansion.

   A motion was made by Member Siddique, seconded by Member Felts, and carried 7-0, to adopt Budget Resolution PA-25-22. PA20250819DOC013

5. EXECUTIVE DIRECTOR COMMENTS

   There were no Executive Director comments.

   
   

6. AUTHORITY MEMBER COMMENTS

Member Felts displayed a brochure of the latest news and updates from SeaPort Manatee, and noted the Port has received three, new solar-powered security booths, funded by a State Security Enhancement Grant. PA20250819DOC014

Member Siddique thanked Port staff and leadership, for working diligently during challenging Port times.

There were no further Member comments.

ADJOURN

There being no further business, Chairman Rahn adjourned the meeting at 9:34 a.m. Minutes Approved:                     

‌October 16, 2025

CONSENT

AGENDA ITEM 7.C: BUDGET RESOLUTION BACKGROUND:

This resolution budgets the following:

• $477,200 of Port cash for the purchase and installation of a new 4-block pallet rack system in Warehouse 8, including the removal and disposal of 2 existing pallet racks to accommodate the upgrade.

• Decreases $54,786 in Port Capital Improvement expense and transfers same to Port cash reserves to finalize the Warehouse 6 Modernization project. Additionally, adjusts the Florida Department of Transportation grant funding for the same project (grant #G1P32) by decreasing both revenue and expense budgets by $87,105 to formally close out the grant.

ATTACHMENT:

Budget Resolution PA-25-24

COST AND FUNDING SOURCE:

Budgets Port cash in the amount of $422,414; transfers $54,786 to port cash.

CONSEQUENCES IF DEFERRED:

Delay in budget allocations.

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to adopt Budget Resolution PA-25-24.

RESOLUTION PA-25-24 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 on the 16th day of October 2025.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:                                   

BUDGET AMENDMENT RESOLUTION NO. PA-25-24 AGENDA DATE: October 16, 2025

1. Fund: Port Capital Improvement Section: Pallet Rack System

   Description: An additional $477,200 is budgeted for the purchase and installation of a 4-block pallet rack system and removal of two existing racks in Warehouse 8.

   
   

   Batch ID: BAAL101825A Reference: BU25000703

   
   

2. Fund: Port Capital Improvement Port Capital Grants

   
   

   Section: Warehouse 6 Modernization

   
   

   Description: Budgets a decrease of $87,105 in grant revenue for the Warehouse 6 Modernization Grants capital project and transfer $54,786 back to Port cash to close out of the completed project.

   
   

   Batch ID: BAAL101825A Reference: BU25000703

   ‌October 16, 2025

   
   

   CONSENT

   AGENDA ITEM 7.D.: NOTICE OF PORT AUTHORITY MEETINGS SCHEDULE

   
   

   BACKGROUND:

   
   

   The Port Authority, as a special district, is required by Section 189.015 of the Florida Statutes to publish a schedule of the Authority’s regular meetings. The Authority annually adopts a Resolution scheduling its meetings for the fiscal year and has the Resolution published in the Bradenton Herald. It is now appropriate to adopt and publish Resolution PA-26-01, a schedule of the Port Authority’s meetings for the fiscal year 2025-2026.

   
   

   ATTACHMENT:

   
   

   Resolution PA-26-01 giving notice of Authority meetings.

   
   

   COST AND FUNDING SOURCE:

   
   

   N/A.

   
   

   CONSEQUENCES IF DEFERRED:

   
   

   Delay in complying with Section 189.015 of the Florida Statutes.

   
   

   LEGAL COUNSEL REVIEW: Yes

   
   

   RECOMMENDATION:

   
   

   Move to adopt Resolution PA-26-01 and instruct the Executive Director of the Port Authority to cause of a copy of said resolution to be published in the Bradenton Herald, in accordance with the requirements of section 189.015, of the Florida Statutes.

   RESOLUTION PA-26-01

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

   
   

   BE IT RESOLVED by the Manatee County Port Authority that:

   1. Regular meetings of said Port Authority shall be scheduled for the 3rd Thursday of each month, except for June and July, beginning at 9 a.m., or as soon thereafter as same may be commenced, in the meeting room on the 3rd floor of the Port Manatee Intermodal Center, 1905 Intermodal Circle, Palmetto, Florida, located at the intersection of South Dock Street and Reeder Road at Port Manatee, north of Palmetto, Florida on U.S. Highway

      41. During the month of June and July, there shall be no regular meeting of said Port Authority scheduled on the 3rd Thursday of the month.

      
      

   2. Regular meetings of said Port Authority shall be scheduled for each Tuesday beginning at 9:00 a.m., or as soon thereafter as same may be commenced, during each regularly scheduled Tuesday meeting of the Board of County Commissioners of Manatee County, Florida and in the same location as the Board of County Commissioners of Manatee County meeting, which is held at either the County Commission chambers on the 1st floor of the Manatee County Administrative Center, 1112 Manatee Avenue West, Bradenton, Florida or at the Manatee County Civic Center, 1 Haben Boulevard, Palmetto, FL 34221, as publicly announced.

   3. Meetings of said Port Authority shall be scheduled for each Thursday beginning at 9:00 a.m., 1:30

      p.m. or as soon thereafter as same may be commenced, during each regularly scheduled Thursday meeting of Board of County Commissioners’ Land Use Meeting and which is held at either the County Commission chambers on the 1st floor of the Manatee County Administrative Center, 1112 Manatee Avenue West, Bradenton, Florida or at the Manatee County Civic Center, 1 Haben Boulevard, Palmetto, FL 34221, as publicly announced.

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

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

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

      
      

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

   8. Resolution PA-25-03 adopted October 17, 2024, giving notice of meetings of said Port Authority is hereby canceled.

ADOPTED with a quorum present and voting this the 16th day of October 2025.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY CLERK OF CIRCUIT COURT

By:                                              Chairman

‌October 16, 2025

CONSENT

AGENDA ITEM 7.E.: 2026 HOLIDAY & PAY DATE SCHEDULE

BACKGROUND:

Each year the Port Authority approves a schedule of Port Authority holidays and pay dates for Port employees for the following year.

ATTACHMENT:

Manatee County Port Authority 2026 Holiday & Pay Date Schedule.

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

N/A

LEGAL COUNSEL REVIEW: N/A

RECOMMENDATION:

Move to approve the schedule of holidays and pay dates for the Manatee County Port Authority for calendar year 2026.

Manatee County Port Authority

2026 Holiday and Pay Date Schedule

Note: Three (3) Personal Holidays to be used on or before December 31, 2026 (Advanced approval by management required).

January 1 – New Year’s Day

Approved Holidays

September 7 – Labor Day

January 19 – Martin Luther King Jr. Day February 16 – President’s Day

April 3 – Good Friday May 25 – Memorial Day

July 3 – Independence Day

November 11 – Veteran’s Day November 26 – Thanksgiving Day November 27 – Thanksgiving Friday December 24 – Christmas Eve December 25 – Christmas Day

PAGE 1

‌October 16, 2025

CONSENT

AGENDA ITEM 7.F.: PORT MANATEE TARIFF NO. 3 ITEM 900 – CRANE

OPERATIONS

BACKGROUND:

Port Manatee Tariff No. 3, Item 900 – Crane Operations has been updated to clarify that the Executive Director is authorized to revise and execute usage agreements beyond the Crane Usage Agreement.

ATTACHMENT:

Port Manatee Tariff No. 3, Item 900 Page 43

COST AND FUNDING SOURCE:

N/A.

CONSEQUENCES IF DEFERRED:

Delay in approving the revised Tariff Item 900 – Crane Operations

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATIONS:

Move to approve the change in wording in Port Manatee Tariff No. 3 Item 900.

‌October 16, 2025

CONSENT

AGENDA ITEM 7.G.: BERTH 6 CONCRETE REPAIR CHANGE ORDER NO. 6

BACKGROUND:

On April 23, 2024, the Authority approved a $2,075,000.00 contract with BDI Marine Contractors, LLC for concrete repairs at Berth 6. Change Orders No. 1 through No. 5 were subsequently authorized, resulting in a net increase of $627,364.88. BDI has now submitted Change Order No. 6 in the amount of $64,300.00 to address additional underdeck concrete repairs necessitated by deteriorating conditions identified during a recent inspection. This amount includes a $14,600.00 allowance for unforeseen conditions, bringing the revised contract total to $2,766,64.88. In addition, this change order increases substantial completion 160 days and date of final payment 190 days.

ATTACHMENT:

Change Order No. 6

COST AND FUNDING SOURCE:

FDOT grant funding $48,225.00 and Port cash $16,075.00.

CONSEQUENCES IF DEFERRED:

Delay in completion of the work and potential for conditions to worsen and require additional effort.

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute Change Order No. 6 to the contract between the Manatee County Port Authority and BDI Marine Contractors, LLC for additional underdeck work in the amount of $64,300.00, and 160 days and 190 days for substantial completion and date of final payment, subject to the review and approval of FDOT.

�

MAi=llNE & SITE

--CONT�ACTO�S-­

Seaport Manatee Berth 6 Description ot Change Order #6

This change order is for the Seaport Manatee Berth 6.

1. BDI and Zion work below deck. This work includes the demolition and patching of 8CF of underdeck concrete restoration as directed by the Port. It also includes the removal and disposal of all materials.

2. This proposal also includes a contingency of $14,600.00 for an additional 4 CF of underdecl< concrete restoration.

The breakdown is listed on the attachment hereby labeled "Exhibit A" to Change Order#6 Dated

8/14/2025.

The amount of this Change Order #6

Cost- Total cost increase for scope of work is $64,300.00 This includes an increase of $49,700.00 for the proposed scope of work and an additional contingency of $14,600.00 for unforeseen conditions. Work will be billed on a monthly percent complete.

Time -An additional number of days required to stay in terms of contract and allow a 30-day period for the work to cure prior to application of the sealant. 160 Days makes the completion date 10/29/2025.

��� BDI Project Manager

Project Name:

PORT MANATEE

                     801 Marine Contractors Inc.            

CHANGE ORDER FORM

Date of Issuance:

Owner: Manatee County Port Authority

Engineer of Record:

Contractor: BDI Marine Contractors Inc.

     11718 SE Federal HWY 222      561-532-2705

Project: Berth 6 Concrete Repair

Change Order No. Purchase Order No.

Effective Date:

Contract#: Contractors Project#:

Engineer's Project#: Contract Name:

6

PA006026

ITB-.-0-2024/RH

Berth 6 Concrete Repair

The Contract is modified as follows upon execution of this Change Order Description: Additional Work Underdeck as directed by the Port

Attachments:                           List documents supporting change: _E_xhi_bi_tA

CHANGE IN CONTRACT PRICE CHANGE IN CONTRACT TERMS

Original Contract Price: [note changes in Milestones If applicable)

$    2.075,000.00  

[Increase] [Decrease] from previous approved [Increase] [Decrease] from previous approved Change Orders#:                 01,2,3,4,S              Change Order#:  1,2,3,4,5                    Hours Requested: 76 Substantial Completion Date: 4/22/2025

                 $627,364.88          

Contract Price prior to this Change Order:

   $2,702,365.88  

[Increase] [Decrease] of this Change Order:

$      64,300.00  

Contract Price Incorporating this Change Order:

Date of Final Payment:                        5/22/2025

[date or days] Contract Times prior to this Change Order:

Substantial Completion:                             4/22/2025

Date of Final Payment:               5122/2025        

[date or days) [Increase) [Decrease] of this Change Order:

Substantial Completion:             3/29/2026      

Date of Final Payment: 4/29/2026

[days ] Contract Times with all approved Change Orders:

Substantial Completion: 3/29/2026

/�! t��

e_J

/} I\

�-

[date or days)

/

1

$ 22.6'6,664.88 Date of Final Payment:               4/29/2026      

- ECOMMENDED: ACCEPTED:

/

��L-ACC�ED: l- /1/

Approved by Funding Agecy (if applicable)

By:                               

Title:

<Rev, 1112020>

‌October 16, 2025

CONSENT

AGENDA ITEM 7.H.: GULF SHELLFISH INSTITUTE MEMORANDUM OF AGREEMENT

BACKGROUND:

The Authority is undertaking a Berth 4 Extension project which will extend the vessel docking facility 600 feet northward, deepening adjacent waterways and generating fill material. Gulf Shellfish Institute (GSI) desires to collect seagrass from areas permitted for waterways deepening and beneficially use collected seagrass in its restoration projects. This Memorandum of Agreement (MOA) establishes binding terms and conditions of the project.

ATTACHMENTS:

Memorandum of Agreement with Gulf Shellfish Institute Inc.

COST AND FUNDING SOURCE:

N/A

CONSEQUENCES IF DEFERRED:

Delay in approving MOA

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to approve and authorize the Chairman to execute the Memorandum of Agreement with Gulf Shellfish Institute Inc for the collection of seagrasses from areas permitted for waterways deepening and beneficially use the collected seagrass in its restoration projects.

MEMORANDUM OF AGREEMENT MANATEE COUNTY PORT AUTHORITY

This Memorandum of Agreement (“Agreement”) is made and entered into this16th of

October

, 2025

(“Effective Date”) by and between the Manatee County Port Authority, a political entity of the State of

Florida, with its principal place of business located at SeaPort Manatee, 300 Tampa Bay Way, Suite One, Palmetto, Florida 34221 (“Authority”) and Gulf Shellfish Institute, Inc., a Florida Not-For-Profit Corporation, with a place of business located at 13230 Eastern Ave, Palmetto, FL 34221 (“Gulf Shellfish Institute” or “GSI”), also referred to herein individually as “Party” or collectively as “Parties.”

RECITALS

WHEREAS, the Authority owns and operates a public seaport facility in the northwestern portion of

Manatee County, Florida, known as “SeaPort Manatee” or “Port”; and

WHEREAS, the abbreviated mission of the Authority is to be a powerful catalyst of regional economic growth, by developing deepwater shipping facilities and conducting maritime-related activities in an environmentally responsible manner; and

WHEREAS, in or around December 2025, the Authority anticipates it will begin undertaking a Berth 4 Extension project which will extend the vessel docking facility 600 feet northward, deepening adjacent waterways and generating fill material; and

WHEREAS, the Authority has entered into a separate interlocal agreement with the City of St. Petersburg, Florida, to beneficially use the material generated at the Port to fill a submerged hole located in the City to create a 32-acre area suitable for seagrass habitat; and

WHEREAS, GSI is organized exclusively for scientific purposes, whose overall goal is to facilitate the development and expansion of the shellfish aquaculture industry in Florida through cooperative, industry-driven research and outreach; and

WHEREAS, the headquarters of GSI has been located at the SeaPort Manatee since 2016, and the Parties have previously entered into cooperative formal and informal agreements to conduct scientific research at the SeaPort Manatee and to also provide the Authority with scientific recommendations on the management of natural resources; and

WHEREAS, GSI was awarded both state and federal appropriations to restore coastal habitat at five sites in Southwest Florida and conduct related scientific research; and

WHEREAS, GSI desires to collect seagrass from areas permitted for waterways deepening at SeaPort Manatee, and beneficially use collected seagrass in its restoration projects (“Project”).

NOW THEREFORE, for and in consideration of the foregoing premises and the mutual covenants contained in this Agreement, it is agreed by and between the Parties as follows:

1. Recitals. The above recitals are true and correct and agreed to by the Parties as if such recitals were fully set forth in the Agreement.

   
   

2. Purpose of the Agreement. The Parties are entering into this Agreement to establish contractually binding terms and conditions under which they desire to proceed in pursuing the Project.

3. Project. The Authority designed and permitted its Berth 4 Extension initiative, including permits and related mitigation activities for unavoidable impacts to natural resources. This initiative involves waterway deepening. The Authority entered into a separate interlocal agreement with the City of St. Petersburg, Florida, to beneficially use the material generated during waterway deepening at the Port to fill a submerged

   hole located in the City to create a 32-acre area suitable for seagrass habitat. The Port will competitively procure a contractor to conduct deepening and material placement activities. Prior to the commencement of deepening activities, and after the Authority has issued GSI a Notice to Proceed, GSI Institute will arrange for the collection of seagrass from the Permitted Area. GSI intends to use all collected seagrass to complete regional restoration work.

   
   

4. Permits Issued to Authority. The Authority has or plans to receive the following permits for the Authority’s Berth 4 Extension initiative: Permit SAJ-2020-03362-PTR from the U.S. Army Corps of Engineers; Permit 0079193-001-BI (dated January 6, 2023) and Variance 0079193-002-BV from Florida Department of Environmental Protection. GSI has or will receive copies of these final permit documents. These final permit documents are incorporated into this Agreement by reference. GSI and its agents and contractors will fully comply with permit requirements. The Authority’s Notice to Proceed to GSI is contingent upon permits and permit related requirements.

5. Project Scope. The Project scope includes the following major activities, listed in chronological order in which Project activities are likely to occur:

   
   

   1. Parties will execute this Agreement.

      
      

   2. GSI will arrange a collection team and prepare a Plan of Action and submit the list of team members and Plan of Action to the Authority for review and approval. The list of team members must include each individual’s full name, drivers’ license number, affiliation, and TWIC status. The Plan of Action must include the following sections:

      
      

      1. Mobilization plan (e.g., staging areas, daily access plan, vehicle parking plan, vessel plan, etc.).

      2. Security escort plan (i.e., all team members must have a TWIC or always be escorted by a TWIC holder when on the Port).

         
         

      3. Best Management Practices (BMPs) that GSI will use to ensure all activities only occur within the Permitted Area.

      4. A schedule which outlines the duration of all major activities listed in the plan, and accounts for potential weather delays.

         
         

      5. Demobilization plan.

   3. The Authority will issue a Notice to Proceed to GSI.

      
      

   4. GSI will mobilize in accordance with the approved Plan of Action.

   5. GSI will implement BMPs and collect seagrass from the Permitted Area.

      
      

   6. The Authority will provide updates, as available, on contractor mobilization for deepening activities.

      
      

   7. GSI will vacate the Permitted Area after collection has been completed or as instructed by the Authority, whichever occurs first.

   8. GSI will demobilize in accordance with the approved Plan of Action.

      
      

   9. The Parties anticipate that the Project will be completed within 30 days from the issuance of the Notice to Proceed.

6. Permitted Area. The Permitted Area is shown and described in Exhibit “A.” The Authority will provide a digital copy of the Permitted Area’s boundary in a format compatible for mapping and verifying the limits of

   the Permitted Area in the field.

7. Effective Date and Term. The term of this Agreement (the “Term”) shall begin on the Effective Date of this Agreement and continue through and including September 30, 2028, unless otherwise terminated by a Party.

   
   

8. Termination. Unless prohibited by other provision(s) of this Agreement, the Parties may terminate this Agreement at any time upon written notice to the other Party’s Project Representative.

9. Financial Obligation. Neither Party shall owe any monetary payment to the other Party due to activities undertaken under this Agreement.

   
   

10. Project Representatives and Notice. In order to assure proper coordination and review throughout the term of this Agreement, the Parties each designate Project Representatives as follows:

    Gulf Shellfish Institute:

    
    

    Stephen Hesterberg, Ph.D. Executive Director

    Gulf Shellfish Institute 13230 Eastern Ave

    Palmetto, FL, 34221

    Cell: (513) 313-2193

    hesterberg@gulfshellfish.org

    Authority:

    
    

    John D. Glass Jr., PE

    Deputy Director of Engineering & Construction Manatee County Port Authority

    300 Tampa Bay Way, Suite 1

    Palmetto, FL 34221

    Office: (941) 721-2377

    Cell: (941) 414-2836

    jglass@seaportmanatee.com

    
    

    Either Party may designate a replacement Project Representative, which shall become effective immediately upon receipt of notice of such replacement designation by the other party. All communications between the Party Representatives expressly required under this Agreement must be in writing and delivered by personal delivery, electronic mail, read receipt request, or USPS certified mail, return receipt requested.

    Unless and to the extent otherwise provided in this Agreement (e.g., communications between Party Representatives), all notices, demands, requests for approvals and other communications which are required to be given by one Party to another must be in writing and will be deemed given and delivered on the date delivered in person, upon the expiration of five (5) days following the date mailed by registered or certified mail, postage prepaid, return receipt requested, to the address provided below, or upon the date delivered by overnight courier (signature required) to the address provided below.

    
    

11. Project Compliance. GSI shall conduct all Project activities in strict compliance with all applicable Occupational Safety and Health Administration and United States Coast Guard regulations and rules, together with any other applicable federal, state or local government laws, ordinances, regulations or rules having control or jurisdiction over the activities.

    
    

    GSI agrees to:

    1. GSI shall be responsible for the payment of all registrations, certificates, licenses, and permits, and all other similar requirements of governmental authorities, whether required to be obtained in the name of the Authority or GSI.

    2. Project activities shall be undertaken only by properly qualified, trained personnel authorized by GSI.

       
       

    3. GSI shall comply with all applicable federal, state, municipal and local laws, ordinances, rules, and regulations relating to Project activities.

    4. GSI shall be solely responsible for the payment of any and all fines, penalties, or forfeitures, arising out of the violation of any law, ordinance, rule or regulation of any governmental authority.

       
       

    5. GSI shall pay all costs, expenses and charges incurred in connection with Project activities.

    6. GSI will provide immediate notice to the Authority’s Project Representative by email for all issues that arise, including deviations from the approved Plan of Action.

       
       

12. General Insurance Requirements

    1. During the Term of the Agreement, GSI shall provide, pay for, and maintain with insurance companies satisfactory to the Authority, the types of insurance described herein.

       
       

    2. All insurance shall be from responsible insurance companies eligible to do business in the State of Florida. The required policies of insurance shall be performable in Manatee County, Florida, and shall be construed in accordance with the laws of the State of Florida.

    3. The Authority shall be specifically included as an additional insured on GSI’s Liability policies with the exception of GSI’s Professional Liability policies (if required) and shall 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 all Completed Operations coverages.

    4. GSI shall deliver to the Authority, prior to the mobilization period under the Agreement, properly executed "Certificate(s) of Insurance" setting forth the insurance coverage and limits required herein. The Certificates must be 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 herein shall be provided to the Authority, on a timely basis, if requested by the Authority.

       
       

    5. If GSI fails to provide or maintain the insurance coverages required in this Agreement at any time during the Term of the Agreement and if GSI refuses or otherwise neglects to deliver the required Certificate(s) of Insurance signed by the authorized representative of the insurance company(s) to the Authority, the Authority may, at the Authority’s sole discretion, terminate or suspend this Agreement.

       
       

    6. GSI 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, GSI shall promptly authorize and have delivered such statement to the Authority.

       
       

    7. GSI authorizes the Authority and/or its insurance consultant to confirm all information furnished to the Authority, as to its compliance with its Bonds and Insurance Requirements, with GSI’s insurance agents, brokers, surety, and insurance carriers.

    8. All insurance coverage of GSI shall be primary to any insurance or self-insurance program carried by the Authority. The Authority’s insurance or self-insurance programs or coverage shall not be

       contributory with any insurance required of GSI in this Agreement.

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

       
       

    10. No work/activity under this Agreement shall commence or continue unless and until the required Certificate(s) of Insurance are in effect and the written Notice to Proceed is issued by the Authority.

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

        
        

    12. During the Term of this Agreement, the Authority and its agents and contractors may continue to engage in necessary business activities during the operations of GSI. No personal property owned by the Authority used in connection with these business activities shall be considered by the GSI’s insurance company as being in the care, custody, or control of GSI.

    13. Should any of the required insurances specified in this Agreement provide for a deductible, self- insured retention, self-insured amount, or any scheme other than a fully insured program, GSI shall be responsible for all deductibles and self-insured retentions.

        
        

    14. All of the required insurance coverages shall be issued as required by law and shall be endorsed, where necessary, to comply with the minimum requirements contained herein.

        
        

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

    16. Renewal Certificate(s) of Insurance shall be provided to the Authority at least twenty (20) days prior to expiration of current coverage so that there shall be no termination of the Agreement due to lack of proof of the insurance coverage required of GSI.

        
        

    17. If GSI utilizes contractors or sub-contractors to perform any operations or activities governed by this Agreement, GSI will ensure all contractors and sub-contractors to maintain the same types and amounts of insurance required of GSI. In addition, GSI will ensure that the contractor and sub- contractor insurances comply with all of the Insurance Requirements specified for GSI contained within this Agreement. GSI shall obtain Certificates of Insurance comparable to those required of GSI from all contractors and sub-contractors. Such Certificates of Insurances shall be presented to the Authority upon request. GSI’s obligation to ensure that all contractor’s and sub-contractor’s insurance as provided herein shall not exculpate GSI from the direct primary responsibility GSI has to the Authority hereunder. The Authority will look directly to GSI for any such liability hereunder and shall not be obligated to seek recovery from any contractor or subcontractor under such contractor’s or sub-contractor’s insurance coverages.

13. Specific Insurance Coverages and Limits.

    
    

    1. All requirements in this Insurance Section shall be complied with in full by GSI unless excused from compliance in writing by the Authority.

       
       

    2. The amounts and types of insurance must conform to the following minimum requirements. Current Insurance Service Office (ISO) or National Council on Compensation Insurance (NCCI) policies, forms, and endorsements or broader shall be used where applicable. Notwithstanding the

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

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

       
       

       Workers' Compensation Florida Statutory Requirements

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

       $1,000,000 Limit Disease Aggregate

       $1,000,000 Limit Disease Each Employee

       
       

       If GSI has less than four (4) employees and has elected not to purchase Workers’ Compensation/Employers Liability coverage as permitted by Florida Statutes, GSI will be required to issue a formal letter (on GSI’s letterhead) stating that it has less than four (4) employees and has elected not to purchase Workers’ Compensation/Employers Liability coverage as permitted by Florida Statutes. This exception does not apply to firms engaged in construction activities.

       
       

    4. Commercial General Liability Insurance shall be maintained by GSI on a Full Occurrence Form. Coverage shall include, but not be limited to, Premises and Operations, Personal Injury, Contractual for this Agreement, Independent Contractors, and Products & Completed Operations Coverage. The limits of such coverage shall not be less than:

       
       

       Bodily Injury & $2,000,000 Combined Single Limit each

       Property Damage Liability Occurrence and Aggregate

       Completed Operations Liability Coverage shall be maintained by GSI for a period of not less than four (4) years following expiration or termination of this Agreement.

       
       

       The use of an Excess, Umbrella and/or Bumbershoot policy shall be acceptable if the level of protection provided by the Excess, Umbrella and/or Bumbershoot policy is equal to or more comprehensive than the Primary Commercial General Liability policy.

    5. Business  Automobile  Liability  Insurance shall be maintained by GSI as to ownership, maintenance, use, loading and unloading of all owned, non-owned, leased, or hired vehicles with limits of such coverage of not less than:

       
       

       Bodily Injury $1,000,000.00 Limit Each Accident Property Damage Liability $1,000,000.00 Limit Each Accident

       or

       Bodily Injury &

       Property Damage Liability $1,000,000.00 Combined Single Limit Each Accident

       If GSI does not own any vehicles, this requirement can be satisfied by having GSI’s Commercial General Liability policy endorsed with “Non-Owned and Hired Automobile” Liability coverage.

       
       

14. Responsibility for Loss or Damage, and Insurance. During GSI’s period of mobilization, GSI shall be responsible for all loss or damage to Port facilities and resources, including but not limited to, damages resulting from negligent acts or omissions of GSI or GSI’s employees, agents, or subcontractors. If loss or damage to Port facilities and resources occurs, GSI shall immediately notify the Authority. In such event, this Agreement shall continue (no Termination) until full repairs to any damage are made by GSI.

    
    

    The Authority shall also be named as an additional insured as its interest may appear on GSI’s Commercial

    General Liability Insurance policy.

    All payments due to the Authority shall be made within ten (10) days of GSI’s receipt of said funds from

    GSI’s insurance company.

15. Release and Assumption of Risk. In consideration of GSI being permitted to access Authority property, including submerged lands or waters, GSI agree as follows:

    
    

    1. Release. GSI IRREVOCABLY AND UNCONDITIONALLY RELEASES, FOREVER DISCHARGES, AND AGREES NOT TO SUE OR BRING ANY OTHER LEGAL ACTION AGAINST

       THE INDEMNIFIED PARTY (defined below) with respect to any and all claims and causes of action of any nature, whether currently known or unknown, which the GSI, or any of them, have or which could be asserted on behalf of the GSI in connection with GSI’s access or use of Authority property, including, but not limited to claims of negligence, product defect, breach of warranty, and/or breach of contract, whether or not due to or caused by the negligence of the Indemnified Party, their respective successors in interest, independent contractors, insurance carriers, agents, employees, representatives, assignees, officers, directors, Authority members attorneys, and members.

       By signing this Agreement, the GSI hereby agrees as follows:

       
       

       GSI hereby RELEASE, WAIVE, DISCHARGE, AND COVENANT NOT TO SUE assume liability for and indemnify, hold harmless the Manatee County Port Authority, its Authority members, officers, directors, 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 (including death), property damage, relief, or loss of use, that GSI may sustain to arising out of GSI’s access or use of Authority property and related activities, whether or not due to or caused by the negligence of the Authority members, officers, directors, employees, agents, and attorneys. GSI IS FULLY AWARE OF THE RISKS AND HAZARDS CONNECTED WITH ACESSING AND USING AUTHORITY PROPERTY, INCLUDING THE RISK OF INJURIES WHICH COULD CAUSE DEATH. GSI IS VOLUNTARILY PARTICIPATING IN ACCESSING AND USING AUTHORITY PROPERTY AND ASSUMES FULL RESPONSIBILITY FOR ANY RISK OF LOSS, PROPERTY DAMAGE, OR PERSONAL INJURY THAT MAY BE SUSTAINED AS A RESULT OF GSI’S ACTIVITIES.

       GSI waives its entitlement, if any, to immunity under section 440.11, Florida Statutes. Nothing contained in this Agreement is intended to nor shall it be construed as a waiver of sovereign immunity by the Authority, 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.

       
       

    2. Assumption of Risk. GSI agrees and understand that accessing and using Port Authority property can be HAZARDOUS AND INVOLVES THE RISK OF PHYSICAL INJURY AND/OR DEATH. GSI

       acknowledges that accessing and using Port Authority property is inherently dangerous and fully realizes the dangers in accessing or using Port Authority property. The risks and dangers in accessing or using Port Authority property include, but are not limited to: changing weather conditions, improper use of equipment, high water, high wind, other users at the seaport, and mental and physical distress. GSI ACKNOWLEDGES AND UNDERSTANDS THAT THE DESCRIPTION OF THE RISKS LISTED ABOVE IS NOT COMPLETE AND THAT PARTICIPATING IN THE ACTIVITY MAY BE DANGEROUS AND MAY INCLUDE OTHER RISKS.

       GSI agrees and understands that there are dangers and risks associated with accessing using Port Authority property and that INJURIES AND/OR DEATH may result from such use, including, but not limited to the acts, omissions, representations, carelessness, and negligence of the Indemnified Party. By signing this Agreement, the Undersigned recognize that property loss, injury and death are all possible while accessing or using Port Authority property. RECOGNIZING THE RISKS AND DANGERS, THE UNDERSIGNED UNDERSTAND THE NATURE OF THE ACTIVITY AND VOLUNTARILY CHOOSE FOR GSI TO PARTICIPATE IN AND EXPRESSLY ASSUME ALL RISKS AND DANGERS OF ACCESSING OR USING PORT AUTHORITY PROPERTY,

       WHETHER OR NOT DESCRIBED ABOVE, KNOWN OR UNKNOWN, INHERENT, OR OTHERWISE.

16. Indemnification GSI, and its parents, subsidiaries and affiliates, jointly and severally agree to indemnify, protect, defend and hold harmless the Authority and the Authority’s members, directors, officers, agents and employees (the “Indemnified Party”) from and against any and all claims, demands, losses, liabilities, damages, liens, injuries, penalties, fines, lawsuits and other proceedings, judgments, awards, costs and expenses, including, without limitation, reasonable attorneys’ and consultants’ fees and costs through appeal (collectively, “Losses”), arising out of the execution, performance or nonperformance of the duties of the GSI, or its agents, employees or contractors, under this Agreement, the enforcement of this Agreement, or resulting from the activities of the GSI, or its agents, employees or contractors, in any way connected to this including, but not limited to:

    
    

    1. Any bodily injury, death or damage to tangible property, suits in equity of whatever kind or nature, relief, or loss of use, to the extent caused by GSI or relating to or arising out of GSI’s performance of this Agreement; ii) any collision; iii) any claims, grievances or lawsuits brought by or on behalf of GSI’s own employees or their representatives, pursuant to any state or federal law, including, but not limited to, the Federal Employer’s Liability Act, or pursuant to employee protective conditions imposed by a governmental agency or a collective bargaining agreement arising out of the GSI’s operations hereunder;

    2. Any environmental contamination on the Port facilities (whether arising out of any environmental protection or pollution law, or any liability in tort (strict liability or otherwise) or resulting from GSI’s operations or (v) any default under this Agreement or failure of GSI to perform any obligation under this Agreement.

       
       

    3. The Indemnified Party seeking indemnification under this Agreement shall: i) give GSI prompt written notice of the claim; ii) cooperate with GSI in connection with the defense and settlement of the claim and iii) permit GSI to control the defense and settlement of the claim; provided that GSI will not settle the claim without the prior written consent of the Indemnified Party. GSI shall assume control of the defense of any claim asserted by a third party against the Indemnified Party for which GSI is obligated to indemnify, defend, and hold harmless the Authority and, in connection of such defense, shall appoint lead counsel in each case at GSI’s expense. The Indemnified Party shall have the right, at its option, to participate in the defense of any third-party claim, without relieving GSI of any of its obligations hereunder. If GSI assumes control of the defense of any third-party claim in accordance with this section, GSI shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such claim.

       
       

    4. Notwithstanding anything to the contrary in this section, GSI shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by the Indemnified Party and all expenses, including experts’ fees, if (a) an adverse determination with respect to the third party claim would, in the good faith judgment of the Indemnified Party, be detrimental in any material respect to the Indemnified Party’s reputation; (b) the third party claim seeks an injunction or equitable relief against the Authority; or (c) GSI has failed or is failing to prosecute or defend vigorously the third party claim. Each Party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third-party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith.

       
       

    5. This indemnification provision includes claims made by any employees of GSI against the Indemnified Party, and GSI hereby waives its entitlement, if any, to immunity under section 440.11, Florida Statutes. Nothing contained in this Agreement and specifically this indemnification provision is intended to nor shall it be construed as an additional waiver of sovereign immunity beyond the expressed written contractual obligations of the Authority contained within this Agreement. Excluded from the Indemnified Party’s indemnification obligation are any claims for which the Indemnified Party is immune from suit under the doctrine of sovereign immunity or for any amount

       of a claim exceeding the limitations of liability established by section 768.28, Florida Statutes. The Indemnified Party does not in any manner waive its rights and immunities provided by applicable federal or state law and/or regulation under this section or otherwise under this Agreement.

    6. GSI’s obligations under this section shall survive the termination or expiration of this Agreement and shall not be limited by any amount of insurance required to be obtained or maintained under this Agreement.

17. Assignment. This Agreement and the rights herein granted may not be assigned, sold, leased or transferred, in whole or in part, without the prior written consent of the Authority, which may be withheld in the Authority’s discretion for any reason. The terms and provisions of this Agreement shall be binding upon the Parties and their respective partners, successors, heirs, executors, administrators, assigns and legal representatives. The Authority may assign its rights and obligations under this Agreement to any successor to the rights and functions of the Authority or to any governmental agency to the extent required by applicable laws or government regulations or to the extent the Authority deems necessary or advisable under the circumstances.

    
    

18. Agreement Administration. The Authority authorizes the Executive Director of SeaPort Manatee, or their designee, to administer the terms and conditions of this Agreement on behalf of the Authority and to make all managerial decisions on behalf of the Authority as they relate to the provisions of this Agreement.

19. Public Records. All papers, letters, maps, books, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristic, or means of transmission, made, or received pursuant to law or in connection with the transaction of official business by the Authority are public records of the Authority in accordance with the Florida Constitution and Florida Statutes. Every person has the right to examine, inspect, and copy any such public records not specifically made exempt by provisions of the Florida Statutes. Any financial or proprietary information relating to GSI transmitted by GSI to the Authority may be a public record subject to disclosure to a requesting third person (not a party to this Agreement). If the Authority receives a request by a third party for the disclosure of any such public records relating to GSI, the Authority shall immediately notify GSI of said request, however, in no event will the Authority delay production of the public records in order to provide notice to GSI. The Authority will comply with said request to the extent required by law, unless GSI institutes an appropriate legal proceeding or suit against the Authority and/or the third person to restrain or otherwise prevent the particular public records’ disclosure. If GSI institutes any such legal proceeding or suit and the Authority incurs any attorneys’ fees, costs, damages, or penalties in connection with or because of the legal proceeding or suit, GSI shall pay to the Authority an amount equal to the total amount of said attorneys’ fees, costs, damages, or penalties.

    
    

    GSI agrees to comply with the Florida Public Records Act, as applicable, including, but not limited to section 119.0701 of the Florida Statutes. Documents which may be considered public records under Florida law include, but are not limited to: records related to the entry, management and implementation of the Agreement itself; emails/correspondence between the Authority and GSI related to the Agreement; emails or correspondence from all other entities related to the Agreement (i.e., subcontractors, suppliers, vendors, etc.); billing and related documents; plans or other documents that may be necessary, reports, etc.; subcontracts; and all vendor invoices. GSI agrees, to the extent required by law, to:

    
    

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

    2. Provide the public with access to the public records under the same terms and conditions that the Authority would provide the records and at a cost that does not exceed the cost provided for by 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, all public records in possession of GSI, upon termination or completion of the Agreement and destroy any duplicate public records that are exempt or confidential, or exempt from public record disclosure requirements.

       Further, GSI agrees that all records stored electronically will be provided to the Authority in a format that is compatible with the information technology systems of the Authority. GSI shall promptly provide the Authority with a copy of any request to inspect or copy public records that Recenter receives and a copy of GSI’s response to each request. GSI understands and agrees that failure to provide access to the public records will be a material breach of the Agreement and grounds for termination.

       
       

       IF GSI HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO GSI'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS OF THE AUTHORITY AT (941) 722- 6621, RECORDSCUSTODIAN@SEAPORTMANATEE.COM, SEAPORT MANATEE, 300 TAMPA BAY WAY, SUITE ONE, PALMETTO, FL 34221.

20. Tariff. To the extent same are not in conflict with or in derogation of the terms and conditions of this Agreement, GSI shall throughout the term or duration of this Agreement abide by and comply with all the rates, rules and regulations of the Authority set forth in the then current SeaPort Manatee Tariff as published by the Authority and duly filed with the Federal Maritime Commission. This covenant by GSI to abide by and comply with said SeaPort Manatee Tariff was a material inducement for the Authority to enter into this Agreement constituting substantial consideration to the Authority for this agreement, and any failure by GSI to fully abide by and comply therewith shall at the option of the Authority constitute a default by GSI entitling the Authority to exercise one or more of the remedies set forth in this Agreement. GSI acknowledges receipt from the Authority of a copy of the current SeaPort Manatee Tariff as published by the Authority and posted on the Authority’s website, and further acknowledges that GSI understands all the provisions of said SeaPort Manatee Tariff.

    
    

21. Labor Disputes. SeaPort Manatee consists of various facilities operated by tenants pursuant to leases with the Authority and by the Authority itself, and it is necessary for the operation of the SeaPort that there be a degree of cooperation between GSI and the Authority. In the event there are any strikes, boycotts, walkouts, picketing or other labor disputes at SeaPort Manatee impacting upon the activities and operations of GSI pursuant to the provisions of this Agreement, then and in that event, GSI shall cooperate with the Authority in taking reasonable actions and undertakings necessary to preserve and protect normal lawful activities and operations at SeaPort Manatee. Such action may include the exchange of information between GSI and the Authority, arranging for a separate entrance to certain facilities at SeaPort Manatee and the institution and prosecution of legal proceedings. GSI shall exercise a reasonable effort to discourage and prevent any such labor disputes in connection with its activities and operations pursuant to the provisions of this Agreement. In the event of any such labor dispute in connection with said activities and operations by GSI, then and in that event, GSI shall take all reasonable action consistent with its requirements necessary to resolve said disputes and to prevent the disruption of the normal activities and operations at SeaPort Manatee. Nothing herein shall be construed to impair or limit the lawful rights of employees of GSI or the Authority, or to limit the lawful rights of any labor organization representing said employees.

    
    

22. Security. The Authority is subject to minimum standards, procedures and requirements imposed by federal and state laws and regulations in connection with the security of SeaPort Manatee as a seaport. SeaPort Manatee consists of various facilities operated by the Authority and the Authority’s tenants pursuant to leases with the Authority, and the security of said facilities operated by the Authority and its tenants are beneficial to both the Authority and GSI necessitating that there be a degree of cooperation between the parties. GSI shall comply with all of the provisions of federal and state laws and regulations

    applicable to security at SeaPort Manatee, and to the activities and operations of GSI relating thereto at SeaPort Manatee.

23. Access to Federal Security Zone. The Permitted Area is located in or adjacent to federal security zone(s). Under federal regulations, commercial and recreational boaters desiring to enter zone(s) must first gain permission from the Port.

    
    

24. Attorneys’ Fees. In the event of legal action or other proceeding arising under this Agreement, the prevailing party shall be entitled to recover from the adverse party all its reasonable attorneys’ fees and costs incurred by the prevailing party in the prosecution or defense of such action, or in any post-judgment or collection proceedings and whether incurred before suit, at the trial level or at the appellate level. This shall include any bankruptcy proceedings. The prevailing party also shall be entitled to recover any reasonable attorneys’ fees and costs incurred in litigating the entitlement to attorneys’ fees and costs, as well as in determining the amount of attorneys’ fees and costs due to the prevailing party. The reasonable costs to which the prevailing party will be entitled include costs that are taxable under any applicable statute, rule, or guideline, as well as costs of investigation, copying costs, electronic discovery costs, mailing and delivery charges, costs of conducting legal research, consultant and expert witness fees, travel expenses, court reporter fees and mediator fees, regardless of whether such costs are taxable under any applicable statue, rule or guideline.

25. Miscellaneous.

    
    

    1. Amendments. Neither this Agreement nor any Exhibit shall be amended, and no provision hereof or of any Exhibit shall be waived or varied unless by a writing signed by the Parties.

    2. Waiver or Delay. No delay or omission by the Authority in exercising any right hereunder shall operate as a waiver of such right or any other right. A waiver by the Authority of any Event of Default by GSI shall not be construed as a waiver of any future occasion.

       
       

    3. Notice. All notices required or made pursuant to this Agreement shall be made in writing and must be delivered by email (with a requirement that the recipient acknowledge receipt), third party overnight courier (including overnight couriers’ services such as Federal Express) or Certified Mail, Return Receipt Requested, postage paid addressed to the party to whom notice is given at the following addresses:

       
       

       To the Authority: Manatee County Port Authority Executive Director

       300 Tampa Bay Way, Suite One Palmetto, Florida 34221

       (941) 722-6621

       cbuqueras@seaportmanatee.com

       Copy to: Port Counsel

       Bryant Miller Olive P.A.

       400 N Tampa Street, Suite 1600

       Tampa, FL 33602

       (813) 273-6677

       jcowan@bmolaw.com

       To the Gulf Shellfish Institute: Stephen Hesterberg, Ph.D.

       Executive Director Gulf Shellfish Institute 13230 Eastern Ave

       Palmetto, FL, 34221

       (513) 313-2193

       hesterberg@gulfshellfish.org

       or to such other address as either party may, from time to time designate to the other in writing.

    4. Governing Law. The enforcement of this Agreement and the interpretation of the provisions of the Agreement are controlled and governed by 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 the 12th Judicial Circuit Manatee County, Florida, and for any federal action shall lie solely in the United States District Court, Middle District of the State of Florida.

       
       

       The Authority and GSI recognize that this Agreement involves relatively complex business transactions; that this Agreement is lengthy, and its terminology is technical in nature and thus may be especially susceptible to misinterpretation; and in the event of a dispute as to rights and obligations under this Agreement, a Judge rather than a jury would be the most efficient and qualified trier of fact. Accordingly, the Parties are each desirous of leaving their respective rights to a jury trial with respect to any litigation or other legal proceedings relating to or arising out of or in connection with this Agreement or its subject matter as follows:

       
       

       EACH PARTY BY EXECUTION HEREOF DOES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE, FOR THEMSELVES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, ANY RIGHT WHICH EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, ACTION, SUIT, OR PROCEEDING WHETHER AT LAW OR IN EQUITY BASED ON THIS AGREEMENT, ANY AMENDMENT OR ADDITION TO THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY OR THEIR RESPECTIVE BOARD MEMBERS, OFFICERS, PRINCIPALS, EMPLOYEES, AGENTS, OR REPRESENTATIVES IN CONNECTION HEREWITH, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE. NO PARTY SHALL SEEK TO CONSOLIDATE ANY LITIGATION, ACTION, SUIT, OR PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THIS PROVISION IS MATERIAL AND MUTUAL INDUCEMENT TO ENTERING INTO THIS AGREEMENT.

    5. No Third-Party Beneficiaries. Neither the Authority nor GSI intends to benefit a third party directly or indirectly by this Agreement. Therefore, the Authority and GSI agree that this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties.

       
       

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

       
       

    7. Severability. If any term, covenant, condition or provision (or part thereof) of this Agreement or the application thereof to any person or circumstances shall, at any time or to any extent, be judicially determined to be invalid or unenforceable, the remainder of this Agreement or the application of

       such term or provision (or remainder thereof) to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. It is understood that the Authority shall not be subject to any liability to the GSI in the event any term herein is found to be invalid or unenforceable.

       
       

    8. Mutual Drafting. This Agreement is the product of mutual drafting, each party having been represented by or having the opportunity to be represented by counsel, and therefore shall not be construed against either party.

    9. Entire Agreement. This Agreement sets forth the entire agreement between the Parties as to the subject matter hereof and supersedes all previous written or oral negotiations, agreements, bids, and/or understandings.

    10. Counterparts; Signatures. This Agreement will become effective upon the Effective Date if the Agreement has been executed by all of the undersigned. This Agreement may be executed in counterparts, each of which constitutes an original and all of which together will constitute one and the same instrument. 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.

        
        

    11. Scrutinized Companies. By executing this Agreement and each and every renewal hereof (if renewal is separately provided for herein), pursuant to section 287.135, Florida Statutes, GSI certifies, represents, and warrants that: (a) it is not on the Scrutinized Companies that Boycott Israel List, and (b) it is not engaged 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 if: (1) GSI is found to have submitted a false certification regarding (a) or (b) above in accordance with section 287.135, Florida Statutes, or (2) GSI has been placed on the Scrutinized Companies that Boycott Israel List or is or has been engaged in a Boycott of Israel. Such termination shall be in addition to any and all remedies available to the Authority at law or in equity. The term “Boycott of Israel” used in this section is defined as in, and the Scrutinized Companies that Boycott Israel List is the list maintained pursuant to, Section 287.135, Florida Statutes.

        
        

    12. E-Verify. GSI 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. GSI 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 GSI. GSI 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 GSI enters into a contract with a subcontractor to perform work under this Agreement, GSI must obtain a properly executed affidavit from the subcontractor stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. GSI must maintain copies of all such affidavits for the duration of this Agreement. Authority may terminate this Agreement for cause if Authority determines that GSI or GSI’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 GSI 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 GSI otherwise complied with section 448.09(1), Florida Statutes, as may be amended, Authority will notify GSI as such, and GSI must immediately terminate GSI’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) GSI may not be awarded a public contract for at least 1 year after the date on which

the Agreement is terminated; and (c) GSI is liable for any additional costs incurred by the Authority as a result of the termination of the Agreement.

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

ATTEST: ANGELINA “ANGEL” COLONNES MANATEE COUNTY PORT AUTHORITY

Clerk of Circuit Court

By:                                                                                                         By:                         

Chairman

WITNESSES: GULF SHELLFISH INSTITUTE, INC.

s/                                Print name: Ashley Landry

_________________

s/                                            By:                                     Print name: Mallory Sea

Printed: Stephen Hesterberg    

Title: _Executive Director

Exhibit “A”

Permitted Area and Legal Description

LEGAL DESCRIPTION

LANDS LYING PRIMARILY AND BEING IN SEC 1 TWN 33S RNG 17E DESC AS FOLLOWS: COM AT THE SW COR OF SEC 1 AND PROCEED N A DIST OF 2,827.07 FT TO THE POB; TH

CON’T TH SW 89 DEG 37 MIN 10 SEC A DIST OF 29.93 FT; TH ON A CURVE TO THE NW 25 DEG 27 MIN 40 SEC A DIST OF 11.90 FT; TH NW 31 DEG 56 MIN 19 SEC A DIST OF 12.84 FT; TH NW

42 DEG 39 MIN 56 SEC A DIST OF 13.03 FT; TH NW 43 DEG 29 MIN 52 SEC A DIST OF 11.47 FT;

TH NW 54 DEG 44 MIN 4 SEC A DIST OF 13.4 FT; TH NW 56 DEG 21 MIN 38 SEC A DIST OF 9.47 FT; TH NW 5 DEG 43 MIN 24 SEC A DIST OF 5.32 FT; TH LEAVING THE CURVE TO THE NE 15 DEG 5 MIN 18 SEC A DIST OF 651.02 FT; TH ON A CURVE TO THE NE 26 DEG 6 MIN 14 SEC A DIST OF 20.4 FT; TH NE 41 DEG 34 MIN 16 SEC A DIST OF 20.41 FT; TH NE 55 DEG 55 MIN 47 SEC A DIST OF 20.39 FT; TH NE 71 DEG 40 MIN 3 SEC A DIST OF 20.42 FT; TH NE 85 DEG 57 MIN 11 SEC A DIST OF 20.65 FT; TH LEAVING THE CURVE TO THE SE 84 DEG 18 MIN 16 SEC A DIST OF 20.65 FT; TH NE 84 DEG 35 MIN 30 SEC A DIST OF 191.75 FT; TH SE 83 DEG 27 MIN 18 SEC A DIST OF 193.61 FT; TH ON A CURVE TO THE SE 70 DEG 22 MIN 31 SEC A DIST OF

30.33 FT; TH SE 47 DEG 34 MIN 31 SEC A DIST OF 24.5 FT; TH SE 31 DEG 13 MIN 32 SEC A DIST

OF 24.93 FT; TH SE 11 DEG 21 MIN 41 SEC A DIST OF 24.31 FT; TH SW 2 DEG 34 MIN 34 SEC A

DIST OF 26.3 FT; TH SW 2 DEG 11 MIN 31 SEC A DIST OF 34.35 FT; TH SE 84 DEG 15 MIN 2 SEC A DIST OF 137.59 FT; TH AROUND EDGE OF AN INCOMPLETE CIRCLE TO THE NE 7 DEG 58 MIN 6 SEC A DIST OF 14.99 FT; TH NE 24 DEG 49 MIN 55 SEC A DIST OF 15.02 FT; TH NE 48 DEG 23 MIN 26 SEC A DIST OF 15.79 FT; TH NE 71 DEG 1 MIN 15 SEC A DIST OF 13.95 FT; TH SE 89 DEG 3 MIN 19 SEC A DIST OF 12.24 FT; TH SE 68 DEG 54 MIN 13 SEC A DIST OF 14.22 FT; TH SE 47 DEG 2 MIN 27 SEC A DIST OF 14.32 FT; TH SE 27 DEG 48 MIN 58 SEC A DIST OF 10.73 FT; TH

SE 10 DEG 25 MIN 16 SEC A DIST OF 12.16 FT; TH SW 8 DEG 18 MIN 45 SEC A DIST OF 12.39 FT; TH SW 25 DEG 55 MIN 43 SEC A DIST OF 10.31 FT; TH SW 41 DEG 26 MIN 53 SEC A DIST OF

11.01 FT; TH LEAVING EDGE OF INCOMPLETE CIRCLE TO THE SW 36 DEG 2 MIN 12 SEC A DIST OF 7.34 FT; TH SW 6 DEG 30 MIN 47 SEC A DIST OF 523.38 FT; TH ON A CURVE TO THE SW 87 DEG 6 MIN 36 SEC A DIST OF 9.77 FT; TH SW 83 DEG 9 MIN 31 SEC A DIST OF 9.51 FT;

TH SW 44 DEG 32 MIN 46 SEC A DIST OF 12.53 FT; TH SW 5 DEG 44 MIN 53 SEC A DIST OF 4.25 FT; TH LEAVING THE CURVE TO THE SW 88 DEG 49 MIN 56 SEC A DIST OF 232.06 FT; TH NE 5 DEG 47 MIN 7 SEC A DIST OF 15.9 FT; TH SW 89 DEG 39 MIN 13 SEC A DIST OF 515.11 FT BACK TO THE POB. APRX 12.65 ACRES.

‌October 16, 2025

AGENDA ITEM 8.: RESOLUTION FOR INDEPENDENT SPECIAL

DISTRICT

BACKGROUND:

The Act to transition Manatee County Port Authority from a dependent special district to an independent special district reflects a strategic opportunity to enhance operational independence, financial flexibility, and long-term resiliency. As a dependent district, the seaport’s governance, budgetary approvals, and administrative functions are subject to oversight by the Manatee County Board of County Commissioners. The proposed act reflects a board of five member seats, four of which are appointed by the Governor and one a member of the Board of County Commissioners appointed by that board. Independent status allows SeaPort Manatee to establish a dedicated board with maritime, logistics, and economic development expertise.

Independent status would also position the Port to pursue new funding opportunities, streamline decision-making through a single-purpose board, and respond to evolving industry demands with greater efficiency and flexibility.

ATTACHMENT:

Resolution PA-26-02

COST AND FUNDING SOURCE: N/A

CONSEQUENCES IF DEFERRED:

Delay in authorizing the Port’s lobbyist to support the Authority’s move toward independent

special district designation.

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

Move to adopt Resolution PA-26-02, supporting the transition of the Manatee County Port Authority from a dependent special district to an independent special district.

RESOLUTION PA-26-02

RESOLUTION OF THE MANATEE COUNTY PORT AUTHORITY REGARDING THE TRANSITION FROM A DEPENDENT SPECIAL DISTRICT TO AN

INDEPENDENT SPECIAL DISTRICT

WHEREAS, the Manatee County Port Authority (the "Authority"), a dependent special district of Manatee County and a political entity of the State of Florida, owns and operates public seaport facilities in the northwestern portion of Manatee County, Florida, known as "SeaPort Manatee" and seeks to encourage, develop, and stimulate the flow of waterborne commerce through SeaPort Manatee for the economic development of Manatee County, Florida and the region and,

WHEREAS, the Authority desires to support the transition of SeaPort Manatee from a dependent special district to an independent special district so as to take advantage of potential new funding sources, encourage growth through a single purpose board, and thereby enhance its ability to respond in a more efficient and flexible manner.

NOW THEREFORE BE IT RESOLVED BY THE MANATEE COUNTY PORT AUTHORITY

that:

1. FINDINGS. The Authority has and does hereby determine and find each of the following:

   
   

   1. The Manatee County Port Authority, as an independent special district, purpose will be as set for in the attached act and Chapters 189 and 315 of Florida Statutes.

      
      

   2. The Manatee County Port Authority, as an independent special district, shall have all of the authority as set forth in attached act and Chapters 189 and 315 of Florida Statutes.

      
      

   3. The Manatee County Port Authority, as an independent special district, is the best alternative because it will be able to take advantage of potential new funding sources, encourage growth through a single purpose board, and thereby enhance its ability to respond in a more efficient and flexible manner.

      
      

2. APPROVAL AND AUTHORIZATION. Pursuant to section 189.031, Florida Statutes, the Manatee County Port Authority acknowledges that the requested transition to an independent special district is consistent with the Manatee County Comprehensive Plan and it has no objections to the creation of the proposed independent special district

ADOPTED with a quorum present and voting this the         day of October 2025.

ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

CLERK OF CIRCUIT COURT

By:                                                                                                 By:                                 

Mike Rahn, Chairman

CHAPTER  2026-    

           Bill No.      

An act relating to the Manatee County Port Authority; codifying, reenacting, amending, and repealing special acts related to the Port Authority; providing for a charter; providing for reformation as an independent special district; providing  for  the  operation  of  the  port  authority;  providing  for  powers, functions, and duties; providing for construction and effect; providing for an effective date.

Be It Enacted by the Legislature of the State of Florida:

Section 1. Pursuant to section 189.429, Florida Statutes, this act constitutes the repeal of all prior special acts relating to the Manatee County Port Authority and the creation of a new comprehensive special act charter for it. It is the intent of the Legislature for this new charter to include all legislative enactments as herein provided and any additional authority granted by this act and chapters 189 and 315, Florida Statutes, as the same may be amended from time to time. It  is  further  the  intent  of  this  act  to  preserve  prior  authority,  except  for  as provided  herein,  while  reorganizing  the  authority  as  an  independent  special district.

Section 2. Chapters 67-1681, 69-1277, 69-1279, 74-532, 75-428, 2003-351

and 2011-253, Laws of Florida, relating to the Manatee County Port Authority, are codified, reenacted, amended, and repealed as provided herein.

Section 3.  The Manatee County Port Authority and its charter is recreated and reenacted to read:

Section 1. District formation ratified, restated, and approved. The Manatee County  Port  Authority  (Port  Authority)  as  initially  established  pursuant  to chapter 67-1681, Laws of Florida, and thereafter amended as provided by special acts of the Legislature was a dependent district and is ratified, confirmed, and approved herein as an independent district.

Section  2.  Establishment.  The  Manatee  County  Port  Authority,  an independent special district, is established for all purposes set forth in this act and chapters 189 and 315, Florida Statutes, as the same may be amended from time to time. This charter may be amended only by special act of the Legislature.

Section 3. Popular name. This charter shall be known and may be cited as the Manatee County Port Authority Act (this Act).

Section 4. Definitions. As used in this charter, the following words and terms shall have the following meanings:

1. The “bonds” shall mean any bonds, debentures, notes, warrants, bond anticipation notes, tax anticipation notes, commercial paper, or other evidence of indebtedness or lease, installment purchase contracts, or other agreements or certificates of participation therein issued by or on behalf of the Port Authority.

2. The "cost" as applied to any port facilities shall mean and shall include the cost of acquisition or construction, the cost of all labor, materials, machinery, and equipment, the cost of all lands, property, rights, easements, and franchises acquired, financing charges, interest prior to and during construction and for one year after completion of construction, cost of plans    and specifications, surveys  and  estimates  of  cost  and  of  revenues,  cost  of  engineering  and  legal services, all other expenses necessary or incident to determining the feasibility or  practicability  of  such  construction,  the  cost  of  acquiring  or  improving, enlarging, and extending existing port facilities and preparing the same for sale or lease to provide funds for financing port  facilities under the provisions of this charter,  if  in  the  determination  of  the  Port  Authority,  such  acquisition,  such improvement, enlargement, and extension, or such preparation for sale or lease are  necessary  to  such  financing,  administrative  expenses,  and  such  other expenses as may be necessary or incident to any financing herein authorized. Any obligation or expense heretofore or hereafter incurred by the Port Authority in connection with any of the foregoing items of cost may be regarded as a part of such cost and reimbursed to the Port Authority out of the proceeds of port facilities bonds issued under the provisions of this charter or previously issued prior to the enactment of this Act.

3. "Port Authority" shall mean the governing board acting as the Manatee County Port Authority.

4. The "port facilities" shall mean and shall include harbor, shipping, and port  facilities  and  improvements  of  every  kind,  nature,  and  description, including, but not limited to, channels, turning basins, jetties, breakwaters, public landings, wharves, docks, waterways, ferries, slips, quays, terminals, sidings,  shipyards,  moles,  canals,  cold  storage  plants,  locks,  tidal  basin, trainways, cable ways, depots, warehouses, industrial parks, industrial and manufacturing  plans,  icing  plants,  refrigeration  plants,  precooling  plants, commercial,  business  mercantile,  markets,  parks,  recreational  facilities, structures, buildings, piers, storage facilities, public buildings,  anchorages, utilities,  bridges,  tunnels,  roads,  railroads,  causeways,  port-related  aviation facilities such as helipads, and any and all property and facilities necessary or useful in connection with the foregoing, and any one or more of any combination thereof and any extension, addition, betterment, or improvement of any thereof and other related projects, conveyors, appliances for economical handling, storage, and transportation of freight  and handling passenger traffic,  or in connection with the operation, improvement and maintenance of the Port and

   all  other  harbor  improvements  and  facilities  which  the  Port  Authority  may determine  to  be  necessary  and  to  perform  customary  services,  including handling,   weighing   measuring,   regulation,   control,   inspections   and reconditioning of all commodities and cargoes received or shipped throughout any port or harbor within the jurisdiction of the Port Authority.

   Section 5. Public purpose declared. It is hereby determined and declared that each and all of the powers conferred by this charter and the exercise thereof are proper public and proprietary purposes and benefit to the citizens of Manatee County and the state.

   Section 6. Governing Authority.  The Port Authority shall constitute a body politic and a body corporate and is deemed a political subdivision of the State within  the  meaning  of  sovereign  immunity  from  taxation  and  for  all  other purposes; it shall have perpetual existence; its operation shall be deemed a proper governmental function; it shall adopt and use an official seal and may alter the same; it may contract and be contracted with; in its corporate name it may sue or implead in any of the courts in the various states and the courts of the United States; and it may be sued or impleaded in the courts of the State of Florida and in the courts of the United States for the Middle District of the State of Florida, except as may be limited by the provisions of sections 768.28, Florida Statutes, or any succeeding enactment.

   1. The Port Authority shall consist of five member seats to be appointed as follows:

      1. Members occupying Seats 1 through 4 shall be appointed by the Governor.

      2. Seat  5  shall  be  occupied  by  a  member  of  the  Board  of  County Commissioners of Manatee County, appointed by that board.

         
         

   2. At  least  30  days  prior  to  the  expiration  of  the  term  of  the  member occupying Seat 1, Seat 2, Seat 3, or Seat 4 of the Port Authority appointed by the Governor through the routinely established application process, or within 10 days after the occurrence of a vacancy in any such seat, a successor shall be appointed by the Governor.

   3. The first appointments by the Governor shall be for a two-year term for Seats  1  and  3  and  a  four-year  term  for  seats  2  and  4.  Terms  shall commence on October 1 of the year of the first appointment.  Thereafter all appointments shall be for a four-year term from the expiration of the previous term, and all vacancies shall be filled by the Governor for the unexpired  term.  No  more  than  two  (2)  of  the  board  members  shall  be persons  who  are  primarily  engaged  in  the  maritime  business  and  no person  shall  be  eligible  for  appointment  as  a  commissioner  except

      residents of Manatee or Sarasota County. Members serve at the pleasure of who appointed the member, the Governor or the Board of County Commissioners of Manatee County.  Any member appointed is eligible for reappointment. Each member shall continue to serve until their death, resignation, removal, or until their respective successor is duly appointed.

   4. Before assuming office, each member shall take an oath that he or she will faithfully discharge the duties of his or her office and that he or she will uphold and defend the constitutions and laws of the United States and of the State of Florida.

   5. The    appointed    members    of    the    Port    Authority    shall    receive    no compensation for their services. Each member will receive reimbursement for per diem and travel expenses incurred in connection with their official duties as provided in chapter 112, Florida Statutes and will be provided with option to participate in health insurance program. Reimbursement of said per diem and expenses to members of the Port Authority shall only be made pursuant to approval of the Port Authority and proper travel expense vouchers.

   6. Three of the officers of the Port Authority shall be elected annually by and from among the members and shall consist of a vice chair, a secretary, and a treasurer, the latter two of which offices may be held by a single member at the discretion of the members. The chair of the Port Authority shall be elected for a two-year term by and from among the members.

   7. Three members shall constitute a quorum. An affirmative vote of at least three of the members is required for any action to be taken by the Port Authority involving the establishment of policy. The provisions of section 286.012, Fla. Stat. require any member of the Port Authority physically present at a meeting to vote unless there is a possible conflict of interest. All Port Authority members are subject to the Florida Ethics Code.

   8. No court shall have the power or jurisdiction to appoint any officer of the court to exercise the duties and powers of the Port Authority or any Port Authority member. In the event any Port Authority member shall be guilty of intentional and willful malfeasance, nonfeasance, or misfeasance in office, or commission of a felony, he or she shall be subject to be removed by the Governor in the manner provided for the removal of county officers.

   9. The members shall appoint by resolution a Port Director who shall be chosen  for  his  or  her  executive,  administrative,  and  technical qualifications, shall be a full-time employee of the Port Authority, shall receive such salary as may be approved by the members, and shall devote his or her time and attention to the discharge of his or her duties. The Port Director’s office shall be kept open during such hours as the members fix, the minimum of which shall be the ordinary business hours upon all

      business days. The Port Authority shall be responsible for all policies. The Port Director shall be responsible for policy implementation.

      
      

   10. The Port Authority may employ such additional persons as the business of the Port Authority may require and may designate which, if any, require the approval of the members for employment or dismissal.

   11. All meetings of the Port Authority shall be open to the public, shall be governed by Chapter 286 and 189, Florida Statutes and shall be held at a duly noticed location within Manatee County. The Port Authority shall have the power to prescribe rules for the conduct of its meeting not inconsistent herewith.

Section  7.  Grant  of  powers.  The  Port  Authority,  in  addition  to  any  and  all powers  granted  to  it  by  section  315.03, Florida  Statutes,  other  laws,  general, local or special, is hereby authorized and empowered:

1. To acquire by purchase, grant, gift, devise, exchange, or lease, or by the exercise of the right of eminent domain, and to hold and dispose of any property, real or personal, tangible or intangible, or any right or interest in any such property, for or in connection with any port facilities, whether or not subject to mortgage, liens, charges, or other encumbrances.

2. To construct within Manatee County any bridge, tunnel, road, or railroad lines, or any combination thereof, to, from, or between any port facilities.

3. To exercise control over Port Authority and any and all parts thereof; to apply to property authorities of the United State Government as a condition precedent to the establishment of a free port, foreign trade zone, or area for the reception of foreign countries of articles of commerce and to expedite and encourage foreign commerce, and the handling processing, and delivery thereof into foreign commerce free from the payment of custom duties and, provided there is an economic benefit to the Port Authority and/or Manatee County, to enter  into any  agreements required  by such  departments or  agencies in connection therewith and to make like applications and agreements with respect to the establishment within and without the county of one or more bonded warehouses.

4. To  obtain  permission  from  the  United  States  Government  to  create, improve, regulate and control all water and natural or artificial waterways within Port Authority; to improve all navigable and non-navigable waters situated within Port Authority necessary and useful to the operation, improvement, and maintenance of port facilities; to construct, improve, and maintain such inlets, slips, turning basins, and channels; to make and give to the United States

   Government  such  guarantees  upon  such  terms  and  conditions  as  may  be required;  and  to  enact,  adopt,  and  establish  rules  and regulations  for  the complete exercise of jurisdiction and control over all said lands and waters of Port Authority and all port facilities within Port Authority and all projects and matters under the control of the Port Authority.

5. To exercise such police powers as the Port Authority shall determine to be necessary for the effective control, regulation, and protection of port facilities.

6.   To enact, adopt, and establish rules and regulations consistent with the Constitution and laws of the State of Florida and the laws of the United States of  America,  for  the  promotions  and  conduct  of  navigation,  commerce,  and industry in Port Authority.  The rules and regulations shall be reasonable and shall apply uniformly to all similarly situated.

7. To enact, adopt, and establish rules and regulations governing the course, conduct,  movement,  stationing,  restationing,  berthing,  reberthing,  fueling, refueling,  loading  and  unloading,  reloading,  docking  storing,  mooring,  and anchoring within Port Authority and the navigable waters over which the Port Authority has jurisdiction.

8. To prescribe, fix, and establish fines, penalties and punishment for the violation of the rules and regulation of the Port Authority and to enforce such fines, penalties, and punishments in such a manner as the Port Authority may determine.  All fines and penalties so imposed or levied shall be recoverable in the name of the Port Authority and in any court of the state having jurisdiction over the amount involved.

9. To exercise the right of eminent domain and to condemn, appropriate and acquire any property, both real and personal, and any interest or estate therein which by resolution the Port Authority shall determine to be necessary for deepening, widening, and extending of channels, turning basins, roads, and railroads,  and  the  buildings  and  construction  of  slips,  wharves,  sheds, warehouse,  breakwaters,  jetties,  bulkheads,  and  any  and  all  other  port improvements  and  port  facilities.  Such  determination  of  necessity  shall  be conclusive, except in cases of fraud or gross abuse of discretion. Such of eminent domain or condemnation proceedings shall be exercised in a manner consistent with Florida law.

10. To license stevedores as independent contractors for hire, to fix terms and  conditions  of  such  licenses  and  determine  the  fees  to be  charged.    Such stevedores serve at the pleasure of the Port Director, unless terminated soon by the licenses.

11. To offer and make available life, health, accident, hospitalization, or all or any part of such insurance for Port Authority officers and employees upon a

    group insurance plan.  To pay all or any portion of the premiums for such group insurance as an operating expense. To contract with another governmental entity for such services.

12. To grant exclusive and non-exclusive franchises to any person, firm, or corporation to construct, establish, operate, replace, repair, fix, enlarge, maintain, improve, equip, manage, and control port facilities and, should passenger service occur for the operation of restaurants, cafeterias, bars, cigar and cigarette stands, newsstands, buses, taxicabs, vending machines, hotels, motels, service stations, real estate developments, and other concessions in, on, and in connection with any property and/or project owned and operated by the Port Authority. In granting such franchises it shall be the duty of the Port Authority to investigate and consider the qualifications and ability of the lessee or concessionaires to provide or perform the contemplated services and the revenues which will be derived there from by the Port Authority and to exercise sound prudent business judgment on behalf of the Port Authority with respect thereto, calling for bids when practicable and when the interests of the public will best be served by such action. The Port Authority shall have the power to impose a franchise or excise tax upon businesses and occupations carried on or operated under and by virtue of any franchise or franchises granted by the Port Authority. The administration of this section and the collection of this franchise tax are hereby vested in the Port Authority, and the Port Authority is authorized to make, promulgate, and enforce such reasonable rules and regulations relating to the administration and enforcement of this law and the collection of said franchise tax as may be deemed expedient, independently of all other remedies and proceedings authorized by law for the enforcement and collection of said franchise tax, a right of action, by suit in the name of Port Authority, is hereby created; and such suit may be maintained and prosecuted, and all proceedings taken, to the same effect and extent as for the enforcement of a right of action for debt or assumpsit, or substitute forms of action therefor, and any and all remedies available in such actions including attachment and garnishment shall be and are hereby made available to the Port Authority in the enforcement of the payment of any franchise tax accruing hereunder. Port Authority is not required to post bond in any such actions or proceedings.

13. To solicit and enter into arrangements with shipping lines, railroad, any intermodal or common carrier or any other commercial enterprise related to the Port Authority’s purpose and to do all things necessary to promote commerce, passenger traffic, freight tonnage through Port Authority operated by the Port Authority, as the Port Authority determines it advantageous to do so.

14. Except as otherwise provided in subsection 31 below, to sell at public or private sale or lease for public or private purposes  all or any portion of any port facilities  now  or  hereafter  owned,  including  any  such  facilities  as  extended,

    enlarged, or improved, and all or any portion of any property improved, created, extended, or enlarged under the authority of this law, on such terms and subject to  such  conditions  as  the  Port  Authority  shall  determine  to  be  in  the  best interests  of  the  Port  Authority  and  said  determination  shall  be  deemed conclusive, except in cases of fraud or malfeasance, nonfeasance, or misfeasance. For the sale of Port Authority property or the entry into a lease of 30 or more years,  the  Port  Authority  must  approve  such  sale  or  lease  by  a  four  fifth’s affirmative vote. To execute and deliver all contracts, deeds, leases, franchise, assignments, releases and other instruments necessary and convenient to carry out the powers expressed or implied in Section 7 of this Act.

15. To accept and apply for loans or grants of money, appropriations, gifts, aid, or materials or property at any time from the United States or the State of Florida or any agency, instrumentality, or subdivision thereof, upon such terms and conditions as the United States, the State of Florida, or such agency, instrumentality, or subdivision may impose.

16. To operate and maintain, and to fix and collect rates, rentals, fees including  but  not  limited  to  uniform  rates  of  wharfage,  dockage,  pilotage, warehousing, storage, port and terminal charges, and other charges for any of the services and facilities now or hereafter acquired, owned, or constructed by the Port Authority.

17. To lease or rent or contract with others for the operation of all or any part of any port facilities now or hereafter acquired, owned, or constructed by the Port Authority, on such terms and for such period or periods and  subject to such conditions as the Port Authority shall determine to be in the best interests of the Port  Authority  and  said  determination  shall  be  deemed  conclusive,  except  in cases of fraud or malfeasance, nonfeasance, or misfeasance.

18. To contract debts for the acquisition or construction of any port facilities or for any other purposes of this law, to borrow money, to make advances, and to issue bonds or other obligations to finance all or any part of such acquisition or construction or in the carrying out of any other purposes of this charter.

19. To contract with the United States or the State of Florida or any agency or instrumentality thereof or with any public body or political subdivision or with any private person, firm, or corporation with reference to any of the powers granted in Section 7 of this Act.

20. To have and to exercise all of the powers, rights, and authority now vested by  the  Statutes  of  the  State  of  Florida  in  the  office  of  the  Board  of  Pilot Commissioners.

21. To appoint, regulate, control, and  prescribe the powers, duties, and compensation of harbor masters.

22. To appoint and license such number of pilots as the Port Authority shall, in its sole discretion, determine to be necessary to properly conduct the business of  the  port.  Provided  that  nothing  contained  herein  shall  be  construed  as prohibiting the Port Authority from appointing and licensing pilots who at the time of appointment are also serving any other port on Tampa Bay.

23.     To  publicize,  advertise,  and  promote  the  beneficial  activities, projects,  and  port  facilities authorized  by  this Act,  to  make  known  to  users, potential  users,  and  public  in  general,  the  advantages,  facilities,  resources, products, attractions, and attributes of the activities and projects authorized by this charter; to further create a favorable climate of opinion concerning the activities, projects, and port facilities authorized and indicated by this charter in accordance with present and future needs and requirements of prosperity and welfare of the people served by the port facilities, including but not limited to promoting and encouraging the development of business, agriculture, industry, commerce,  and  employment  within  Port  Authority;  to  establish,  directly  or indirectly, oceanographic facilities of all kinds, including, but not limited to, the encouragement  of  oceanographic  research,  development,  commerce,  and  the encouragement of all businesses related to oceanographic purposes; to plan and carry out programs designed to enlarge and improve trade within the state, with other states, and with foreign countries through the use and port facilities of Port Authority; and to advise, assist, and cooperate (including the granting of funds)  with  municipal,  county,  regional,  and  governmental  planning  and development agencies in preparing and putting into effect plans and programs for  economic  development  of  areas  which  will  benefit  through  or  by  the development  of  the  facilities  under  Port  Authority,  or  will  encourage  the development of Port Authority and its port facilities; to cooperate, including the grant or expenditure of funds, to and  with other agencies, both public and private, in accomplishing the purposes enumerated and indicted by this charter; and in furtherance thereof, to authorize reasonable expenditures by supporting voucher to be filed for audit for the purposes herein enumerated, including, but not limited to, meals, hospitality, and entertainment of persons in the interest of promoting and engendering good will towards the activities and projects herein authorized, provided however, that funds obtained under Chapter 315, Florida Statutes may not be used for such purposes.  Whenever an expenditure of funds for any of the foregoing purposes is made by a member of the Port Authority or employee of the Port Authority, the Port Authority may reimburse such members or employees only in the manner duly authorized by the Port Authority.

24. To add to or extend, or cause or permit to be added to or extended, any existing land, including submerged land, or islands, now or hereafter owned by the district, bordering on or being in any waters within Port Authority, by the pumping of sand or earth from any land, under or above water, or by any other

    means of construction, as a part of or for the purpose of providing any project or facility, or for the purpose of improving, creating, or extending any property of Port Authority, for the use of or disposal by the Port Authority. To construct, or cause or permit to be constructed, any island or islands in any waters within Port Authority by the pumping of sand or earth from any land above or under water or by any other means of construction as a part of or for the purpose of providing any port project or facility herein, including, but not limited to, the creation  of  any  recreational  area  to  be maintained  or  supervised  by  the  Port Authority or to be turned over to any governing body, public or private, as a public recreational area.

25. To dredge or deepen harbors, channels, and turning basins; to cooperate with the United States of America or any agency thereof in the dredging or deepening of any harbor, channel, or turning basin; to enter into contracts with the United States of America or with any agency thereof concerning any such dredging  or  deepening  project;  to  pay  such  amounts  to  the  United  States  of America or any agency thereof, as required by the terms of such contract, and in  addition  thereto  to  likewise  contract  with  any  private  person,  firm,  or corporation in connection with any of the aforesaid dredging or deepening, and to pay such amounts as shall be required by the terms of any such contract entered into.

26. Survey rights. - To enter on any lands, waters, or premises, within or without Port Authority, or within the corporate limits of any county, port district, port authority, or municipality, for the purpose of making surveys, soundings, and examinations with relation to any existing or proposed port facilities or port projects.

27. To develop and adopt all policies necessary to carry out the purposes of this law, including but not limited to personnel, procurement, investment, and other policies.

28. To cause available funds to be invested in accordance with Chapter 218, Florida Statutes, and sell such investments when deemed advisable.

29. To perform any of the acts hereby authorized through or by means of its own officers, agents, or employees or by contract.

30. To do all acts and things and to enter into all contracts and agreements necessary, incidental, or convenient to carry out the purposes of this law.

31. To receive title to, right of entry upon, and to regulate the improvement of any and all submerged lands belonging to the Board of Trustees of the Internal Improvement Trust Fund contained within the area described in this subsection. The submerged lands were conveyed to the Port Authority, for consideration of

$1 from the Port Authority to the Board of Trustees of the Internal Improvement

Trust Fund, subject to the riparian rights of the respective owners of the uplands adjacent thereto. Such titles and rights shall effectually and fully vest in the Port Authority. No such submerged lands owned by the Port Authority shall be sold or otherwise disposed of by the Port Authority to any party or parties and shall only  be  used  for  proper  public  and  Port  Authority  purposes.  The  submerged lands conveyed and granted to the Port Authority shall comprise and include the territory described as follows:

Commence at the northeast corner sec. 1, township 33 south, range 17,  east thence N 89° 30' 22" W along the common line between Manatee  and    Hillsborough  counties  a  distance  of  1642.84  for  a point of beginning, thence continue for 89° 30' 22" W along said line a distance of 162.63 to a  point lying +/- 100 westerly of shore line, thence S 68° 00' 00" W a  distance of 7680.0' to a point northwest of shore line of spoil island,  thence continue of said line a distance of 1315.0' thence S 26'00' 00" E a  distance of 2500.0', thence S 51° 00' 00" E a distance of 4776.0' to the  intersection of the shore line, said point lying +/- 100.0 southerly of Red  Fish Creek, thence continue  along  +/-  MHWL  N  76'  03'  53"  E  a  distance    of  81.92' thence N 54° 37' 19" W distance of 79.60 thence S 66° 09' 45" E a

distance of 51.92' thence S 68° 45' 58" E distance of 57.69, thence

N 14°  29' 51" E distance or 101.11', thence N 06° 24' 26" W a

distance of 195.98,  thence N 48° 04' 53" W distance of 166.06

thence N 28° 20' 57" W distance  194.77' thence N 66° 34' 24" W distance of 265.74 thence continue at  MHWL entering site 7 N 34° 17' 49" W a distance of 50.72' thence N 01° 08' 23" W a distance of

50.70' thence N 45° 10' 56" E a distance of 67.70'  thence N 08° 24' 59" E a distance of 132.72' thence N 80° 06' 31" E a  distance of

81.43 thence  con't.  around site  7 at  MHWL N  88°  25' 22"  E a distance of 64.00' thence S 78° 56' 03" E a distance of 70.58' thence

N 83° 46' 11" E a distance of 57.51 thence S 87° 22' 25" E a distance

of 297.08  thence S 56° 16' 40" E a distance of 43.65 thence along easterly side of site 7 N 59° 11' 15"E a distance of 51.17, thence N 52° 01' 16"E a distance  of 49.53 thence N 58° 31' 03" E a distance

of 83.27', thence N 5153' 44" E  a distance of 45.91 thence N 39° 56' 18"E a distance of 59.62' thence con't.  along easterly side of site 7 N  13°  58'  29"  E  a  distance  of  185.39'  thence  N    08°  06'  21"E  a

distance of 56.47' thence N 06° 45' 56" E a distance of 121.48 to the point of curve thence N 40° 48' 46" W on a chord bearing to  the point of tangent having chord distance of 312.39' and having radius

of 195.0' thence continue along the northerly side of site 7 at the MHWL  S 85° 57' 43" W a distance of 144.95' thence S 88° 44' 05"

W a distance of 83.76' thence N 82° 56' 37" W a distance of 52.85'

thence N 53° 59' 27" W a distance of 169.86' thence S 74° 09' 29" W

a distance of 38.95' thence S  42° 24' 26" W a distance of 200.54'

thence N 89° 54' 24" W a distance of 37.22' thence N 32° 32' 32" W

a distance of 185.15' thence S 71° 34' 35"W a distance of 201.21'

thence S 47° 24' 18" W a distance of 38.59' thence S  84° 04' 21" W

a distance of 103.95' thence N 25° 10' 43" E a distance of 344.7'

thence S 67° 41' 13" E a distance of 200.79' thence N 47° 03' 32" E

a  distance of 269.39' thence N 49° 21' 58" E a distance 107.11'

thence N 11° 16' 37" E a distance of 174.34' thence N 14° 07' 20" E

a distance of 283.42'  thence N 25° 20' 31" E a distance of 176.78' thence N 45° 17' 17" E a  distance of 194.89' thence N36°45'42"E a distance of 89.68' thence N  08°12'15'W a distance of 401.86 thence S 30°59'55'W a distance of 29.34'  thence N 89°30'00'W a distance of  87.98'  thence  N 06°15100"E  a  distance    of  653.29'  thence  S 89°29'57"E a distance of 405.26' thence N31° 00'19"E  a distance of 928.40'  thence  N  89°30'00'W  a  distance  of  795.99'  thence  N 06°15'00"E a distance of 1306.57' thence S 89°30'00"E a distance of

245.24' thence S 41°39'46"E a distance of 85.02 thence along MHWL N 84° 12' 36" E a distance of 75.70' thence N 84° 48' 41" E a distance

of 60.12' thence N 85° 46' 08" E a distance of 31.01' thence N 81°

34' 07" E a  distance of 124.11' thence N 71° 34' 19" E a distance of

125.95' thence N  69° 34' 04" E a distance of 71.70' thence con't

along said MHWL S 83° 58'  50" E a distance of 91.76' thence S 77°

25 10 E a distance of 66.90' thence  S 89° 35' 54" E a distance of

65.91' thence N 74° 03' 21" E a distance of 85.96' thence cont along MHWL on northerly side of Port Manatee S 87° 49' 54" E a distance

of 256.55' thence N 64° 08' 51" E a distance of 118.68' thence N 58°

51' 27" E a distance of 106.97' thence N 90° 00' 00" E a  distance of

32.45' thence N 44° 26' 47" E a distance of 64.36' thence cont along said MHWL between Port Manatee and Piney Point N 22° 59' 12" E distance of 122.33' thence N 32° 49' 10" E a distance of 129.72'

thence N  12° 31 '40" E a distance of 38.19' thence N 24° 48' 58" E

a distance of 118.12' thence N 16° 25 '47" E a distance of 107.89'

thence N 23° 40' 54" E  a distance of 85.84' thence N 20° 16' 13" E

a distance of 77.45' thence N  06° 36' 22" E a distance of 81.77'

thence N 18° 56' 55"E a distance of 212.48' thence N 40° 41' 40" E

a distance of 109.25' thence N 42° 46' 34" W a distance 71.88' thence N 61° 43' 42" W a distance of 365.29' thence cont along said MHWL S 09° 23' 40" W a distance of 84.26' thence S 12° 7' 20" E a distance

of 55.20' thence S 38° 44' 27" E a distance of 119.03' thence S 32°

18' 23" E a distance of 32.76' thence S 46° 26' 41" E a distance of 58.05' thence cont along said MHWL S 33° 22' 22" E a distance of

28.20' thence S 11° 08' 57" E a distance of 55.95' thence S 04°  05'

31" W a distance of 47.24' thence S 81° 21' 03'W a distance of 25.28'

thence N 50° 01'51" W a distance of 21.98' thence N 03° 04' 16" E a

distance of 30.46' thence N 40° 52' 58" W a distance of 24.28' thence

N 73°  46' 50" E a distance of 20.59' thence N 01° 23' 18" W a

distance  of  28.79'  thence  N  44°  20'  10"  W  a  distance  of  106.02'

thence N 52° 53' 48" W a distance of 63.82' thence N 42° 13' 45" W

a distance of 61.71' thence N 14°  03' 11" W a distance of 58.45' thence continued along said MHWL N 53°  00' 29" W a distance of

28.33' thence N 05° 52' 34" W a distance of 25.83'  thence N 23° 39'

27" E distance of 15.75' thence N 00° 42' 19" W a distance of 62.69' thence N 21°33'24W a distance of 51.13' thence cont along MHWL said point lying on the southerly side of Piney Point N 61°  44' 16'W a distance of 40.30' thence N 80° 09' 19" W a distance of 37.06'

thence S 80° 27' 42" W a distance of 31.65' thence N 67° 45' 37" W

a distance of 23.24' thence N 02° 11' 39" W a distance of 13.62' thence S 61° 27' 37" E a distance of 22.30' thence cont along MHWL thence N 70° 09'  07" E a distance of 25.52' thence N 54° 29' 37" E a distance of 134.04' thence cont along said MHWL point being most northerly side of Piney  Point N 88° 28' 44"E a distance of 48.18' thence S 80° 19' 03" E a distance  of 80.55' thence N 65° 09' 03" E

a distance of 35.10' thence S 58° 23' 58" E  a distance of 48.51'

thence N 70° 36' 00" E a distance of 41.20' thence S  57° 37' 44" E

a distance of 51.59' thence N 85° 40' 16" E a distance of 42.39'

thence N 63° 49' 06" E a distance of 36.41' thence S 79° 53' 46" E a

distance of 23.46' thence S 67° 11' 50" E a distance of 65.33' thence

S 87° 49' 35" E a distance of 78.78' thence N 87° 44' 29" E a distance

of 66.56'  thence N 69° 02' 32" E a distance of 47.64' thence cont

along said MHWL N 77° 48' 22" E a distance of 57.21' thence N 72°

35' 46" E a distance of 57.61' thence N 67° 51' 14" E a distance of

51.28' hence N 01° 58' 56" E a distance of 48.64' thence N 38° 40'

23" E a distance of 39.12' thence N 90° 00' 00" E a distance of 22.22'

thence S 49° 14' 59" E a distance of 21.27'  thence S 37° 59' 05" E

a distance of 28.88' thence S 00° 39' 05" W a  distance of 48.87' thence cont on said MHWL N 59° 13' 40" E a distance of 30.39' thence N 70° 30' 22" E for a distance of 28.29' thence N 14° 47' 20"

E for a distance of 31.24' thence N 28° 41' 51" E a distance of 42.12'

thence N 10° 00' 00" W a distance of 41.84' thence N 56° 13' 32" E

a  distance of 29.03' thence N 90° 00' 00" E a distance of 30.69'

thence S 01° 8' 47" E a distance of 34.86' thence N 47° 30' 11" E a

distance of 56.76' thence N 33° 53' 58" E a distance of 56.27' thence N 70° 21' 17" E a  distance of 31.10' thence cont along said MHWL

N 29° 48' 31" E a distance of 255.11 thence N 27°27'03"E a distance of 208.93 thence N 33°  23' 54" E a distance of 214.28' thence N 33°

17' 14" E a distance of 136.49" thence N 76° 02' 27" E a distance of

135.64' to the point of beginning.

Section 8. Contracts for borrowing of money. Pursuant to chapter 315, Florida Statutes, and this charter, the Port Authority may contract with any person, firm, corporation, or public body or with the United States or any agency or instrumentality thereof for the borrowing of money for paying all  or any part of the cost of any one or more port facilities, and any such contract may contain such terms, conditions, or provisions as the Port Authority may determine not in conflict with the provisions of this charter or chapter 315, Florida Statutes. The  provisions  of  section  14  of  this  charter  applicable  to  bonds  shall  be applicable also to contracts entered into under the above provisions of this section. Any such contract may be hypothecated by the Port Authority, and the Port Authority may borrow money under such terms and conditions as it shall determine in anticipation of the receipt of funds under such contract.

Section  9.  Taxation  and  Judgment  Liens.    As  adequate  port  facilities  are essential for the welfare of the inhabitants and the industrial and commercial development  of  the  area  within  or  served  by  the Port  Authority,  and  as  the exercise  of  the  powers  conferred  by  this  charter  to  effect  such  purposes constitute the performance of proper public and governmental functions, and as such port facilities constitute public property and are used for public purposes, property,  real  and  personal,  tangible  and  intangible,  now  owned  or  hereinafter acquired and held by the Port Authority, the Port Authority shall not be required to pay any state, county, municipal or other taxes or assessments thereof, or upon the income therefrom, and any bonds issued under the provisions of this charter, their transfer and the income therefrom, including any profit made on the sale thereof, shall at all times be free from taxation within the state. No judgment or decree, writ of execution, or any other writ issued or tendered against the Port Authority shall be a lien upon the real or personal property now owned or hereafter acquired and held by the Port Authority. All property, both real and personal, tangible and intangible, now owned or hereafter acquired and held by the Port Authority shall be exempt from sale, under writ of execution and any other judicial sale.

Section 10. Resolutions authorized. All action required or authorized to be taken under the provisions of this charter or chapter 315, Florida Statutes, by the Port Authority may be by resolution, which resolution may be adopted at the meeting of the Port Authority at which such resolution is introduced and shall take effect immediately upon such adoption. Except as otherwise provided in this charter, no resolution under this charter need be published or posted, nor shall

any  such  resolution  require  for  its  passage  more  than  a  majority  of  all  the members of the Port Authority then in office.

Section 11. Liberal construction. This charter, being necessary for the welfare of the inhabitants of the state, shall be liberally construed to effect the purposes thereof.

Section 12. Chapter cumulative. This charter shall be deemed to provide an additional and alternative method for the doing of the things authorized hereby and shall be regarded as supplemental and additional to the powers conferred by any other law and shall not be regarded as in derogation of any powers now existing. Bonds may be issued and any other action may be taken hereunder notwithstanding that any other law may provide for the issuance of bonds for like purposes or the taking of like action and without regard to the requirements. restrictions, or procedural provisions contained in any other law.

Section  13.  Bonds.  Pursuant  to  chapter  315,  Florida  Statutes,  and  this charter, the Port Authority is hereby authorized to provide by resolution, at one time or from time to time, for the issuance of bonds for the purpose of paying all or  a  part  of  the  cost  of  any  one  or  more  port  facilities,  including  the  cost  of enlargement, expansion or development of Port Authority whether the property used there has previously been acquired or not and the cost of removing there from or relocating or reconstructing at another location any buildings, structures or facilities, which in the opinion of the Port Authority constitute obstructions or hazards to the safe or efficient operation of any such project or for the purposes of paying off and retiring any bonds issued or assumed under the provisions of this Act. The bonds of each issue or series shall be dated, shall bear interest, and shall mature at such time or times not exceeding 40 years from their date or  dates,  as  may  be  determined  by  the  Port  Authority,  and  may  be  made redeemable before  maturity, at the option of the Port Authority, at such price or prices  and  under  such  terms  and  conditions  as  may  be  fixed  by  the  Port Authority prior to the issuance of the bonds. The Port Authority shall determine the form of the bonds, including any interest coupons to be attached thereto, and the manner or execution of the bonds, and shall fix the denomination or denominations of the bonds, and the place or places of payment of principal and interest, which may be at any bank or trust company within or without the state. The  resolution  authorizing  the  issuance  of  the  bonds  shall  contain  such provisions relating to the use of the proceeds from the sale of the bonds and for the protection and security of holders of the bonds, including their rights and remedies, and the rights, powers, privileges, duties, and obligations of the Port Authority with respect to the same, as shall be determined by the Port Authority. In case any officer whose signature or a facsimile of whose signature shall appear on the bonds or coupons shall cease to be such officer before the  delivery of such bonds, such signature or such facsimile shall nevertheless be valid and

sufficient for all purposes the same as if he or she had remained in office until such  delivery,  and  any  bond  may  bear  the  facsimile  signature  of,  or  may  be signed by, such persons as at the actual time of the execution of such bond shall be the proper officers to sign such bond, although at the  date of such bond such persons may not have been such officers. Notwithstanding any other provisions of this charter or any recitals in any bonds issued under the provisions of this charter, all such bonds shall be deemed to be negotiable instruments under the laws of Florida. The bonds shall be issued in registered form as the Port Authority may  determine.   The  issuance  of  such  bonds  shall  not  be  subject  to  any limitation or conditions contained in any other law, and any bonds issued under this charter shall not be considered in computing the amount of indebtedness which the Port Authority may incur under any other law. The Port Authority may sell such bonds in such manner, either at public or private sale and for such price, as it may determine to be for the best interest of the Port Authority. Prior to the delivery of definitive bonds, the Port Authority may, under like restrictions, issue interim receipts or temporary bonds, exchangeable for definitive bonds when such bonds have been executed and are available for delivery. The Port Authority may also provide for the replacement of any bonds which have become mutilated or destroyed or lost. Bonds may be issued under the provisions of this charter without obtaining the consent  of any commission,  board, bureau, or agency of the state, and without any other proceeding or the happening of any other condition or thing than those proceedings, conditions, or things which are specifically required by this charter.

Section  14.  Source  of  payment  and  security  for  bonds.  The  Port  Authority may provide that bonds issued under the provisions of this charter or chapter 315, Florida Statutes, shall be payable from and secured by a pledge of any one or more of the following sources:

1. Revenues  of  any  one  or  more  port  facilities  now  owned  or  hereafter acquired or constructed by the Port Authority.

2. Proceeds of the sale or lease of all or any part of any port facilities now or hereafter  owned  by  the  Port  Authority  as  such  facilities  may  be  extended, enlarged,  or  improved,  or  of  any  property  improved,  created,  extended,  or enlarged or prepared for sale or lease under the authority of this charter.

3. Any money received by the Port Authority from the United States or any agency  or  instrumentality  thereof  in  connection  with  any  port  facilities  or  in repayment of any advances made by the Port Authority for all or any part of the cost of any port facilities.

4. Any  funds  received  or  to  be  received  from  the  State  of  Florida  under authority of chapter 315, Florida Statutes. The Legislature does hereby covenant with the holders of bonds issued pursuant to the provisions of this  law that it

   will not enact any law which will repeal, impair or amend, in any manner, the rights of such holders or the security of the taxes received  pursuant to s. 212.20, Florida  Statutes,  which  may  be  pledged  to  the  payment  of  the  principal  or  of interest on such bonds and the redemption  premium, if any.

   The Board of County Commissioners of Manatee County may provide that such bonds shall be additionally secured by the full faith credit and taxing power of  said  Manatee  County  and  that  the  county  shall  be  irrevocably  and unconditionally obligated to levy ad valorem taxes upon all taxable property within said county without limit as to rate or amount for the payment of the principal  of and interest on said bonds to the full extent that the revenues or other funds pledged for such principal and interest on said bonds by the authority are insufficient therefor. No pledge of the full faith and credit of said county for the payment of the principal of and interest on said bonds shall be made, however, until the same shall have been approved by the qualified electors who are freeholders residing in said county in the manner provided in the constitution  and  statutes  of  the  State  of  Florida.  The  Port  Authority  may additionally secure any such bonds by other encumbrance, subject to such terms and conditions as it shall provide, upon all or any part of any port facilities now or hereafter owned by the Port Authority, as such facilities may be extended, enlarged, or improved, or of any property of the  Port Authority improved, created, extended, or enlarged or prepared for sale or lease under the authority of this charter, and the Port Authority is hereby authorized to sell at public or private sale, or lease any such port facilities or property, subject to such terms and conditions and for such price, payable at one time or from time to time in installments as the Port Authority may provide, and to apply the proceeds of any such sale or lease, after paying all costs in connection therewith, to payment of the cost of any port facilities financed under the provisions of this law or to the payment of the principal  or of the interest or redemption premiums on any bonds issued hereunder or to the payment of any other obligation or obligations herein authorized.

   Section 15. Refunding bonds. Pursuant to chapter 315, Florida Statutes, and this charter, the Port Authority is hereby authorized by resolution to provide for the  issuance  of  refunding  bonds  of  the  Port  Authority  for  the  purpose  of refunding any bonds then outstanding which shall have been  issued under the provisions of this charter or which shall have been issued to provide funds for the payment of the cost of any port facilities under the provision of any other charter, including the payment of any redemption premium thereof and any interest accrued or to accrue to the date of redemption of such bonds, and, if deemed advisable by the Port Authority, for the additional purpose of acquiring or  constructing  additional  port  facilities.  The  issuance  of  such  bonds,  the maturity and other details thereof, the rights of the holders thereof, and the

   rights, duties, and obligations of the Port Authority in respect of the same, shall be  governed  by  the  provisions  of  this  charter  insofar  as  the  same  may  be applicable.

   Section  16.  Trust  agreement  or  resolution.  In  the  discretion  of  the  Port Authority,  any  bonds  issued  under  the  provisions  of  chapter  315,  Florida Statutes, or this charter may be secured by a resolution or a trust agreement by and between the Port Authority and a corporate trustee, which may be any trust company or bank having the powers of a trust company within or without the state. Such trust agreement or the resolution providing for the issuance  of such bonds may contain such provisions for protecting and enforcing the rights and remedies  of  the  bondholders  as  may  be  reasonable  and  proper  and  not  in violation of law, including covenants setting forth the use of bond proceeds the duties of the Port Authority in relation to the acquisition of property and the acquisition, construction, improvement, maintenance, repair, lease, operating, and insurance of any port facilities in connection with which such bonds shall have been authorized, the custody, safeguarding, or application of all moneys, and conditions or limitations with respect to the issuance of additional bonds. It shall be lawful for any bank or trust company incorporated under the laws of Florida which may act as depositary of the proceeds of bonds or of revenue or other funds to furnish such indemnifying bonds or to pledge such securities as may be required by the Port Authority. Any such trust agreement or resolution may  set  forth  the  rights  and  remedies  of  the  bondholders  and  of  the  trustee under any such trust agreement or resolution and may restrict the individual right of action by bondholders. In addition to the foregoing, any such trust agreement or resolution may contain such other provisions as the Port Authority may  deem  reasonable  and  proper  for  the  security  of  the  bondholders.  All expenses  incurred  in  carrying  out  the  provisions  of  such  trust  agreement  or resolution  shall  be  treated  as  a  part  of the  cost  of  the  operation  of  the  port facilities.

   Section 17. Status as legal investments. Bonds issued under the provisions of chapter 315, Florida Statutes, or this charter are hereby made securities in which  all  public  officers  and  public bodies  of  the  state and  its  political subdivisions, all insurance companies, trust companies, banking associations, investment companies, executors, administrators, trustees, and other fiduciaries may properly and legally invest funds, including capital in their control or belonging to them. Such bonds are hereby made securities which may properly and legally be deposited with and received by any state or county officer or any agency or political subdivision of the state for any purpose for which the deposit of  bonds  or  obligations  of  the  Port  Authority  is  now  or  may  hereafter  be authorized by law.

   Section 18. Remedies of bondholders. Any holder of bonds issued under the provisions  of  this  charter  and    the  trustee  under  any  trust  agreement  or resolution, except to the extent the rights herein given may be restricted by such trust agreement or the resolution authorizing the issuance of such bonds may, either at law or in equity, by suit, action, mandamus, or other proceedings, protect and enforce any and all rights  under the laws of the state or granted hereunder or under such trust agreement or resolution, and may enforce and compel the performance of all duties required by this charter or by bank trust agreement or resolution to be performed by the Port Authority or by any officer thereof, including the fixing, charging, and collecting of rates, rentals, and other charges.

   Section 19. Budget and Finance. The books, audits, and records of the Port Authority  shall  at  all  reasonable  hours  on  regular  business  days  be  open  to inspection as provided by law. All money of the Port Authority shall be kept fully and adequately secured at all times.  The books and public records of the Port Authority shall be audited by an independent auditor annually.  The fiscal year of the Port Authority shall begin October 1 of each year and end September 30 of each year, unless otherwise determined by the Port Authority.

   Section 20.  Rights of Bondholders. All bonds issued by the former Port Authority, a dependent district, are the liability, responsibility, and obligation of the Port Authority, an independent special district and continue to be secured as provided in such bonds.  The rights of the holders of existing outstanding bonds shall be unimpaired.  Rights, duties and obligations of the Port Authority are ratified and remain unchanged.

   Section 21.  Transfer of Assets and Liabilities.  Effective October 1, 2026, the former  Port  Authority,  dependent  district,  shall  become  the  Port  Authority, independent district, with all contracts, assets, obligations and liabilities of the former Port Authority becoming the contracts, assets, obligations and liabilities of  the  Port  Authority  as  an  independent  special  district.   The  former  Port Authority shall take all actions necessary to convey, assign or transfer, and setover:

   1. All of the right, title, and interests of the former Port Authority in and to its marine port facilities, including, without limitation, its real and personal property and any interests therein, books, records, contracts, leases, and all other property of any kind or nature related to the operation of the marine port, by operation of this Act, and without further act, to the Port Authority.

   2. All contracts and leases relating to the former Port Authority’s marine port  operations  shall,  by  this  and  without  further  act,  become contracts and lease of the Port Authority.

   3. All accounts receivable, accounts payable, and cash on hand relating to  the  former  Port  Authority’s  marine  port  operations  shall,  by operation  of  this  Act,  and  without  further  act,  be  transferred  or delivered to the Port Authority.

   4. All operating expenses, including taxes of all kinds and all revenue and expense accruals of the former Port Authority’s marine operations shall be transferred to the Port Authority, on the effective date at transfer.

   5. The conveyances specified in this section shall be effective as of October 1, 2026.

Section 22.  Rights of Employees. Effective October 1, 2026, in order to preserve the rights of employees of the former Port Authority to continue participation in the Florida Retirement System pursuant to chapter 121, Florida Statutes, the Port Authority created by this Act shall be a county agency and employees of the Port Authority (who are currently participating the Florida Retirement System and all employees after October 1, 2026) shall participate in the Florida Retirement System, notwithstanding any law to the contrary. It is expressly provided that none of the employees of the former Port Authority shall lose any rights or benefits of whatsoever kind or nature afforded to them by any law or existing policy, or plan, including but not limited to, pension benefits by virtue of the change in corporate structure. All employment rights and employee benefits that existed on with the former Port Authority on September 30, 2026, are hereby confirmed, ratified and continued, effective October 1, 2026, with the Port Authority as an independent special district.

Section 23. Direct-Support Organization. The Port Authority shall have the power and authority to establish a direct-support organization to receive, hold, invest, and administer property; to make expenditures to or for the benefit of the Port Authority; and to promote the development and expansion of the economic, historical, and cultural contributions of the maritime industry of the Port Authority. A direct-support organization established pursuant to this section shall be approved by the Port Authority and be a corporation not for profit, incorporated under chapter 617, Florida Statutes, and approved by the Department of State. The direct-support organization shall be organized and operated exclusively to carry out the purposes set forth in this charter.

1. The direct-support organization is authorized and permitted to use property, facilities, and employee services of the Port Authority

   subject to the conditions prescribed by the Port Authority. The conditions shall provide for budget and audit review and oversight by the Port Authority.

2. The direct-support organization shall provide equal employment opportunities to all persons, regardless of race, color, religion, sex, age, or national origin.

3. The board of directors of the direct-support organization shall be appointed by the Port Authority and shall include the chair of the Port Authority, or his or her designee, and the chief executive officer as members. The Port Authority shall approve the articles of incorporation and bylaws of the direct-support organization and any amendments thereto.

4. The annual budget of the direct-support organization shall be presented to and approved by the Port Authority on or before the beginning of the fiscal year adopted by the direct-support organization. In any fiscal

year in which the direct-support organization has more than

$100,000 in expenditures or expenses, the direct-support organization shall provide an annual financial audit of its accounts and records, to be conducted by an independent certified public

accountant in accordance with the rules adopted by the Auditor General pursuant to s. 11.45(8), Florida Statutes. The annual audit report shall be submitted within nine (9) months after the end of the fiscal year to the Port Authority. The Auditor General and Office of Program Policy Analysis and Government Accountability have the authority to require and receive from the direct-support organization any records relative to the operation of the organization.

Section 24. Control or jurisdiction over authority. The rates, rentals, tolls, and other revenues and income of the Port Authority and its contracts, agreements, and acts shall not be subject to the regulation by the state or any board, lobby, body, agency or political subdivision thereof.

Section 4. This Act shall be construed as remedial and shall be liberally construed to promote the purpose for which it is intended.

Section 5. In the event that any part of this Act should be held void for any reason, such holding shall not affect any other part thereof.

Section 6. This Act shall take effect upon becoming a law. Approved by the Governor                            .

Filed in Office Secretary of State                        .

‌October 16, 2025

AGENDA ITEM 9.: 2026 LEGISLATIVE PRIORITIES BACKGROUND:

Presented for approval is the Manatee County Port Authority Legislative Priorities – Fiscal Year 2026 as outlined in the attachment.

ATTACHMENT:

Manatee County Port Authority Legislative Priorities – Fiscal Year 2026

COST AND FUNDING SOURCE: N/A

CONSEQUENCES IF DEFERRED:

Delay in approving the 2026 Port legislative and advocacy priorities

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

1. If Agenda Item 8 – Resolution for Independent Special District – is approved: Motion: Approve the Manatee County Port Authority Legislative Priorities A for Fiscal Year 2026.

2. If Agenda Item 8 – Resolution for Independent Special District – is not approved: Motion: Approve the Manatee County Port Authority Legislative Priorities B for Fiscal Year 2026.

Federal

Manatee County Port Authority Legislative Priorities - A

Fiscal Year 2026

Harbor Improvement Study. In September 2025, the U.S. Army Corps of Engineers (USACE) began the federal process to investigate improvements to the Manatee Harbor. The first step is a revised Initial Appraisal (IA) summarizing problems, opportunities, economics, and determines if there is Federal interest in a study. The second step is seeking Congressional appropriation for a study. The Port will work with the congressional delegation to appropriate $500,000 in federal fiscal year 2027 for USACE to study navigation improvements to the Manatee Harbor.

Port-wide Dock Modernization. The Port was awarded a federal ‘planning’ grant in

fiscal year 2024 to design and permit the modernization of Berths 06, 07, 08, 10, and

11. The Port is working with the congressional delegation to advocate for a total of

$203 million in construction grants in fiscal years 2025, 2026 or 2027.

Dredging & Material Offloading. Advocate for inclusion of Operation and Maintenance funding in the Energy and Water Development Appropriations bill and subsequent Administration Work Plan for ship channel dredging and the continuation of improvements to the Dredge Material Management Area including the offloading of excess material.

Statewide Issues. Advocate for emerging and persistent statewide issues identified by the Florida Ports Council that impact commerce and operations at Florida’s deep-water seaports.

State

Investment in Statewide Priority Projects. Advocate for recurring and non- recurring statewide appropriation(s) in fiscal year 2027. The last major influx of statewide seaport infrastructure funding was in fiscal year 2014, more than a decade ago. SeaPort Manatee will use any allocated funding to leverage federal, state, local, seaport, and private funding to develop multi-user upland cargo capacity for containers, bulk, and breakbulk cargo.

Advocate for Independent Special District. Support the enactment of legislation by the Florida Legislature to ratify, confirm, and approve the transition of the Manatee County Port Authority from a dependent special district to an independent special district.

Federal

Manatee County Port Authority Legislative Priorities - B

Fiscal Year 2026

Harbor Improvement Study. In September 2025, the U.S. Army Corps of Engineers (USACE) began the federal process to investigate improvements to the Manatee Harbor. The first step is a revised Initial Appraisal (IA) summarizing problems, opportunities, economics, and determines if there is Federal interest in a study. The second step is seeking Congressional appropriation for a study. The Port will work with the congressional delegation to appropriate $500,000 in federal fiscal year 2027 for USACE to study navigation improvements to the Manatee Harbor.

Port-wide Dock Modernization. The Port was awarded a federal ‘planning’ grant in

fiscal year 2024 to design and permit the modernization of Berths 06, 07, 08, 10, and

11. The Port is working with the congressional delegation to advocate for a total of

$203 million in construction grants in fiscal years 2025, 2026 or 2027.

Dredging & Material Offloading. Advocate for inclusion of Operation and Maintenance funding in the Energy and Water Development Appropriations bill and subsequent Administration Work Plan for ship channel dredging and the continuation of improvements to the Dredge Material Management Area including the offloading of excess material.

Statewide Issues. Advocate for emerging and persistent statewide issues identified by the Florida Ports Council that impact commerce and operations at Florida’s deep-water seaports.

State

Investment in Statewide Priority Projects. Advocate for recurring and non- recurring statewide appropriation(s) in fiscal year 2027. The last major influx of statewide seaport infrastructure funding was in fiscal year 2014, more than a decade ago. SeaPort Manatee will use any allocated funding to leverage federal, state, local, seaport, and private funding to develop multi-user upland cargo capacity for containers, bulk, and breakbulk cargo.

‌October 16, 2025

AGENDA ITEM 10.: EXECUTIVE DIRECTOR EVALUATION DISCUSSION

BACKGROUND:

On February 15, 2018, the Authority entered into an Employment Agreement with Mr. Carlos Buqueras, which has since been amended on three occasions: June 12, 2018; July 28, 2020; and June 12, 2025. The Agreement outlines provisions for annual evaluations of the Director’s performance, encompassing all duties, responsibilities, and the performance measures, goals, and objectives mutually established by the Authority and the Director. A summary of the short-form evaluation will be presented by the Authority’s legal counsel.

ATTACHMENT:

N/A

COST AND FUNDING SOURCE:

N/A

CONSEQUENCES IF DEFERRED:

N/A

LEGAL COUNSEL REVIEW: Yes

RECOMMENDATION:

N/A