A meeting of the Manatee County Port Authority will be held during a meeting of the Board of County Commissioners of Manatee County Tuesday, February 23, 2021, at 9:00 am, or as soon as is practicable, in the Patricia M. Glass Commission Chambers on the first floor of the County Administrative Center at 1112 Manatee Avenue West, Bradenton, Florida


image

MANATEE COUNTY PORT AUTHORITY AGENDA

February 23, 2021 – 9:00 am


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


CALL TO ORDER

Public Comments


  1. Consent Agenda


  2. Adoption of Resolution PA-21-05 Authorizing Issuance of the Taxable Revenue Refinancing Bond Series 2021


Executive Director Comments Public Comments Commissioner Comments

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


Reggie Bellamy, Chairman

Misty Servia, 1st Vice-Chairman; James Satcher, 2nd Vice-Chairman; Carol Whitmore, 3rd Vice-Chairman; Vanessa Baugh, Member;

George Kruse, Member; Kevin Van Ostenbridge, Member

February 23, 2021


  1. CONSENT AGENDA


    1. Warrant List


    2. Minutes January 26, 2021


    3. Budget Resolution


    4. Deletion of Port Assets


    5. Purchase of Used Water Truck


    6. North Gate Expansion Change Orders No. 01, 02 & 03


    7. Intermodal Container Yard Change Order No. 3


RECOMMENDATION:


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

Manatee County Port Authority Warrant (Check) Listing

01/19/2021 to 02/15/2021


AP

XXXXXXX

V100014

A AND W MAINTENANCE INC

180.00

AP

XXXXXXX

V019302

ABBOTT, PAUL SCOTT

2,606.25

AP

XXXXXXX

V025267

ALLEGRA PRINTING OF BRADENTON

47.65

AP

XXXXXXX

V023321

AMERICAN EXPRESS TRAVEL RELATE

49.25

AP

XXXXXXX

V023321

AMERICAN EXPRESS TRAVEL RELATE

76.35

AP

XXXXXXX

V113719

APEX OFFICE PRODUCTS INC

127.96

AP

XXXXXXX

V113719

APEX OFFICE PRODUCTS INC

208.16

AP

XXXXXXX

P000270

APPICE, MATTHEW

66.00

AP

XXXXXXX

P000270

APPICE, MATTHEW

137.81

AP

XXXXXXX

V118009

AT AND T

67.96

AP

XXXXXXX

V013140

AT AND T MOBILITY

48.88

AP

XXXXXXX

V023501

AT AND T TELECONFERENCE SERVIC

97.44

WT

XXXXXXX

V019189

BANK OF AMERICA

5,045.30

AP

XXXXXXX

V002730

BANK OF AMERICA

2,019.23

AP

XXXXXXX

V002730

BANK OF AMERICA

773.58

AP

XXXXXXX

V024209

BLUE TARP CREDIT SERVICES

449.98

AP

XXXXXXX

V018877

BRADENTON AREA ECONOMIC DEVELO

5,000.00

AP

XXXXXXX

V007624

BRIGHT HOUSE

781.37

AP

XXXXXXX

V009839

BRYANT MILLER AND OLIVE PA

6,794.32

AP

XXXXXXX

V009839

BRYANT MILLER AND OLIVE PA

8,112.83

AP

XXXXXXX

V196809

BUSINESS RESOURCE INC

216.28

AP

XXXXXXX

V021377

CINTAS CORPORATION

390.12

AP

XXXXXXX

V027465

CRISDEL GROUP INC

357,390.00

AP

XXXXXXX

P000332

CUTE, MARY E

61.75

AP

XXXXXXX

V006828

DEERE AND COMPANY

20,876.32

AP

XXXXXXX

V006291

DEX IMAGING INC

247.09

AP

XXXXXXX

V282890

DISCOUNT LOCK AND KEY INC

24.00

AP

XXXXXXX

V025612

DYNAFIRE INC

758.47

AP

XXXXXXX

V025972

ELECTRONIC SYSTEM SERVICES INC

875.00

AP

XXXXXXX

V022096

ENTECH

1,196.50

AP

XXXXXXX

V024683

EVERGLADES EQUIPMENT GROUP

184.82

AP

XXXXXXX

V024683

EVERGLADES EQUIPMENT GROUP

23,298.24

AP

XXXXXXX

V024683

EVERGLADES EQUIPMENT GROUP

7,927.50

AP

XXXXXXX

V027951

FITNESS TRENDS OF FLORIDA INC

8,201.50

ZP

XXXXXXX

L333009

FLEET PRODUCTS

54.54

ZP

XXXXXXX

L333009

FLEET PRODUCTS

545.46

ZP

XXXXXXX

L333009

FLEET PRODUCTS

374.61

AP

XXXXXXX

V026823

FLORES CONSTRUCTION CO

74,716.83

AP

XXXXXXX

V019264

FLORIDA DOOR CONTROL

289.00

AP

XXXXXXX

V007961

FLORIDA INDUSTRIAL SCALE COMPA

437.00

AP

XXXXXXX

V334298

FLORIDA MUNICIPAL INSURANCE TR

685.00

AP

XXXXXXX

V019619

FLORIDA POWER AND LIGHT COMPAN

14,808.62

AP

XXXXXXX

V019619

FLORIDA POWER AND LIGHT COMPAN

45,856.87

AP

XXXXXXX

V019619

FLORIDA POWER AND LIGHT COMPAN

1,647.81

AP

XXXXXXX

V020807

GENUINE AUTOMOTIVE

821.10

AP

XXXXXXX

V020807

GENUINE AUTOMOTIVE

1,870.25

Manatee County Port Authority Warrant (Check) Listing

01/19/2021 to 02/15/2021

image

AP

XXXXXXX

V020807

GENUINE AUTOMOTIVE

3,634.28

AP

XXXXXXX

V020807

GENUINE AUTOMOTIVE

31.07

AP

XXXXXXX

V380805

GOODYEAR TIRE & RUBBER CO.

3,711.26

AP

XXXXXXX

V385107

GRAHAM WHITE SALES

168.19

AP

XXXXXXX

V385628

GRAINGER INC, W W

969.12

AP

XXXXXXX

V385628

GRAINGER INC, W W

932.92

AP

XXXXXXX

V007986

GREATER TAMPA BAY MARINE ADVIS

833.33

AP

XXXXXXX

V397768

GULF PORTS ASSOCIATION

500.00

WT

XXXXXXX

V020386

HANCOCK BANK

29,253.12

WT

XXXXXXX

V020386

HANCOCK BANK

29,253.12

AP

XXXXXXX

V023500

HOME DEPOT CREDIT SERVICES

989.61

AP

XXXXXXX

V017862

ID WHOLESALER

462.48

AP

XXXXXXX

V896015

INTERISK CORPORATION

375.00

AP

XXXXXXX

V012352

JANI KING OF TAMPA BAY

1,426.00

WT

XXXXXXX

V026038

JOCELYN HONG AND ASSOCIATES

5,000.00

AP

XXXXXXX

V493800

JOHNSON PRINTING

245.18

AP

XXXXXXX

V015114

JOHNSTONE SUPPLY

373.63

AP

XXXXXXX

P000385

JOSEPH, CLYDE

130.00

AP

XXXXXXX

V520115

KIMBALL MIDWEST

486.72

AP

XXXXXXX

V520115

KIMBALL MIDWEST

482.64

AP

XXXXXXX

V018272

LIGHT BULB DEPOT OF TAMPA

327.50

AP

XXXXXXX

V013723

LOGISTEC USA INC

7,000.00

AP

XXXXXXX

V004489

LOWES HOME CENTER INC

52.32

AP

XXXXXXX

V004489

LOWES HOME CENTER INC

1,032.11

AP

XXXXXXX

V004489

LOWES HOME CENTER INC

1,079.70

AP

XXXXXXX

V023184

LYNCH OIL COMPANY INC

984.26

AP

XXXXXXX

V023184

LYNCH OIL COMPANY INC

902.66

AP

XXXXXXX

V024291

MACKAY COMMUNICATIONS INC

168.05

AP

XXXXXXX

V625403

MAINTENANCE TOO PAPER CO INC

871.85

AP

XXXXXXX

V627027

MANATEE CHAMBER OF COMMERCE

75.00

UT

XXXXXXX

V004140

MANATEE COUNTY PUBLIC WORKS DE

9,183.19

AP

XXXXXXX

V023345

MCGRIFF SEIBELS AND WILLIAMS I

38,414.81

AP

XXXXXXX

V681645

NATIONAL RAILWAY EQUIPMENT

1,926.47

AP

XXXXXXX

V696409

NORTH RIVER FIRE DIST

870.30

AP

XXXXXXX

V701905

OFFICE DEPOT INC

156.04

AP

XXXXXXX

V706455

ORKIN PEST CONTROL

60.00

AP

XXXXXXX

V706455

ORKIN PEST CONTROL

1,484.73

AP

XXXXXXX

V712019

PALLARDY INC, LEE

5,000.00

AP

XXXXXXX

V026631

PALMETTO AUTO WAREHOUSE LLC

148.98

AP

XXXXXXX

V024667

PALMETTO HARDWARE AND MORE

16.28

AP

XXXXXXX

V027189

PCS CIVIL INC

114,513.75

AP

XXXXXXX

V027189

PCS CIVIL INC

76,342.50

AP

XXXXXXX

V748180

PUBLIX SUPER MARKET

8.97

AP

XXXXXXX

V748180

PUBLIX SUPER MARKET

76.76

AP

XXXXXXX

V019469

RAILINC CORPORATION

130.00

AP

XXXXXXX

V026821

RANGER CONSTRUCTION INDUSTRIES

247,261.74

Manatee County Port Authority Warrant (Check) Listing

01/19/2021 to 02/15/2021


AP

XXXXXXX

V776386

RING POWER CORP

279.12

AP

XXXXXXX

V027088

SHIBATAFENDER TEAM INC

501,500.00

AP

XXXXXXX

V025907

SHORT LINE DATA SYSTEMS INC

400.00

AP

XXXXXXX

V018549

SONITROL

528.00

AP

XXXXXXX

V018137

STANTEC CONSULTING SERVICES IN

224,479.20

WT

XXXXXXX

V874841

STATE OF FLA DEPT OF REVENUE

16,391.54

AP

XXXXXXX

V875019

STATE OF FLORIDA

827.11

AP

XXXXXXX

V017522

TAMPA BAY PILOTS

1,510.73

AP

XXXXXXX

V901518

TAMPA BAY STEEL CORPORATION

1,493.13

AP

XXXXXXX

V901518

TAMPA BAY STEEL CORPORATION

188.46

AP

XXXXXXX

V923227

TROPHY AND SPORTS WORLD

60.00

AP

XXXXXXX

V027963

UNIFIRST FIRST AID AND SAFETY

192.00

AP

XXXXXXX

V006904

UNITED REFRIGERATION INC

103.80

AP

XXXXXXX

V009667

VERIZON WIRELESS

988.41

AP

XXXXXXX

V021915

WEBTIVITY MARKETING AND DESIGN

65.00

AP

XXXXXXX

V021915

WEBTIVITY MARKETING AND DESIGN

7,138.99

AP

XXXXXXX

V961411

WEST FLORIDA SUPPLY CO

230.38


image

Total warrants (checks) for period reported 1,940,166.51

image


Present were:

MANATEE COUNTY PORT AUTHORITY REGULAR MEETING

BRADENTON AREA CONVENTION CENTER, NORTH CENTER HALL

One Haben Boulevard Palmetto, Florida JANUARY 26, 2021

Reggie Bellamy, Chairman

Misty Servia, First Vice-Chairman

James A. Satcher III, Second Vice-Chairman Carol Whitmore, Third Vice-Chairman Vanessa Baugh

George W. Kruse

Kevin Van Ostenbridge

Also present were:

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

Julie Jensvold, Accountant, Clerk of the Circuit Court

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

Chairman Bellamy called the meeting to order at 9:04 a.m.

PUBLIC COMMENTS

image Patty Kohn questioned if there are plans to remove an abandoned boat on port property, and asked if she could tow the boat onto her property to use as a playset.

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


image Carlos Buqueras, Executive Director, noted there are steps that need to be taken regarding abandoned vessels, and the boat can be repurposed.


image Jennifer Cowan stated they will report back regarding any legal issues surrounding the boat.


AGENDA

  1. RATIFICATION OF PORT AUTHORITY OFFICERS

    A motion was made by Member Baugh, seconded by Member Van Ostenbridge, and carried 7- 0, to approve, ratify, and confirm the election of Reggie Bellamy as Chairman, Misty Servia as First Vice Chairman, James Satcher as Second Vice Chairman, and Carol Whitmore as Third Vice Chairman of the Port Authority, effective 12:01 a.m., January 1, 2021, to serve for the calendar year 2021, or until their successors are duly elected.

    CONSENT AGENDA

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

    1. WARRANT LIST

      Accepted Warrant Listing from December 6, 2020 to January 18, 2021

      JANUARY 26, 2021 (Continued)


    2. MINUTES

      Approved the minutes of December 15, 2020

    3. BUDGET RESOLUTION

      Adopted Budget Resolution PA-21-04

    4. BOND COUNSEL ENGAGEMENT

      Executed the Bond Counsel Engagement Letter for its Manatee County Port Authority Taxable Revenue Refunding Bonds, Series 2021 with Greenberg Traurig, P.A.

    5. TARIFF NO. 3, ITEM 417

      Approved the addition of Item 417 in Port Manatee’s Tariff No. 3 to assess a fee for the

      U.S. Customs and Border Protection’s Reimbursable Services Program

    6. INTERMODAL CONTAINER YARD CHANGE ORDER 002

      Executed Change Order 002, increasing the contract with the Crisdel Group by

      $82,334 to encase the duct bank with concrete (Approved by the Florida Department (End Consent Agenda)


      EXECUTIVE DIRECTOR COMMENTS

      Mr. Buqueras had no comments.

      MEMBER COMMENTS

      image Chairman Bellamy

      • Noted Del Monte’s second new vessel docked at Port Manatee on January 9, 2021

      • Discussed ways to promote Port Manatee to tie in with Super Bowl LV. He asked Authority Members for their thoughts regarding doing a promo at the Port the supporting the Tampa Bay Buccaneers, with Authority Members wearing Buccaneer gear.


        image Discussion ensued regarding Members being lifelong fans, the Buccaneers made history being the first team to play in the Super Bowl in their home town, and get with local media.

        image Mr. Buqueras stated staff will pursue a promotion. image Commissioner Whitmore

      • Inquired as to when meetings may return to the Port


        image Mr. Buqueras stated they are working on creating a safe and secure environment, and perhaps the Members will return in a month or a month and a half.

        image Chairman Bellamy stressed the importance of social distancing and keeping citizens safe.

        PUBLIC COMMENTS

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

        ADJOURN

        There being no further business, Chairman Bellamy adjourned the meeting at 9:15 a.m.

        Minutes Approved:                                 

        February 23, 2021


        CONSENT

        AGENDA ITEM 1.C: BUDGET RESOLUTION BACKGROUND:

        This resolution budgets for the following:


      • 2019 Port Security Grant Program (PSGP) funding $750,000 or 75% by Homeland Security for the expansion of the South Gate to support increased port traffic as well as providing full- service transactions for various visitors and $250,000 Port cash or 25%.


      • The purchase of a used freightliner water truck which will be used to irrigate the landscaping where there is no water access, dock cleaning and various other uses around the Port which will be funded by Port cash in the amount of $59,500.


      ATTACHMENT:


      Budget Resolution PA-21-06.


      COST AND FUNDING SOURCE:


      Budgets $750,000 PSGP 2019 grant, and $309,500 of Port cash.


      CONSEQUENCES IF DEFERRED:


      Delay in budget allocations.


      LEGAL COUNSEL REVIEW: N/A


      RECOMMENDATION:


      Move to adopt Budget Resolution PA-21-06.

      RESOLUTION PA-21-06 AMENDING THE ANNUAL BUDGET

      FOR MANATEE COUNTY PORT AUTHORITY FOR FISCAL YEAR 2020-2021


      WHEREAS, Florida Statutes 129.06, authorizes the Manatee County Port Authority to amend its budget for the current fiscal year as follows:


      1. Appropriations for expenditures in any fund may be decreased and other appropriations in the same fund correspondingly increased, provided the total appropriations of the fund are not changed.


      2. Appropriations from reserves may be made to increase the appropriation for any particular expense in the same fund, or to create an appropriation in the fund for any lawful purpose.


      3. Unanticipated revenues, including increased receipts for enterprise or propriety funds, may be appropriated for their intended purpose, and may be transferred between funds to properly account for the unanticipated revenue.


      NOW, THEREFORE, BE IT RESOLVED by the Manatee County Port Authority that the 2020-2021 budget is hereby amended in accordance with Section 129.06, Florida Statutes as described on the attached summary and specified in the budget adjustment batch files which are listed below:


      Item No.

      Batch ID No.

      Reference No.

      1

      BAAL022321A

      BU21000206

      2

      BAAL022321A

      BU21000207


      ADOPTED with a quorum present and voting this the 23th day of February, 2021.


      ATTEST: ANGELINA M. COLONNESO MANATEE COUNTY PORT AUTHORITY

      CLERK OF CIRCUIT COURT


      image

      By:                                                                                

      BUDGET ADMENDMENT RESOLUTION NO. PA-21-06 AGENDA DATE: February 23, 2021


      1) Fund: 2019 PSGP – 75%

      Port Cash – 25% Section: South Gate Expansion


      Description: Budgets $750,000 for the 2019 Port Security grant and $250,000 Port cash.


      Batch ID: BAAL022321A Reference: BU19000206

      2) Fund: Port Cash Section: Port Maintenance


      Description: Budgets $59,500 for the purchase of a used freightliner water truck. Batch ID: BAAL022321A Reference: BU21000207

      February 23, 2021


      CONSENT

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

      Several old, obsolete assets which are no longer in use and are uneconomical to upgrade or repair are considered surplus and should be removed from the Manatee County Port Authority Fixed Assets Listing. The surplus assets will be offered for public bid, auctioned, destroyed and/or E-scrapped. Also, due to a scrivener’s error on the assets approved for deletion on November 19, 2020, asset X43906 is correctly listed as X43903.


      ATTACHMENT:


      Asset Deletion - February 23, 2021


      COST AND FUNDING SOURCE:


      N/A.


      CONSEQUENCES IF DEFERRED:


      Delay in updating property records.


      LEGAL REVIEW: N/A


      RECOMMENDATION:


      Remove assets as listed on the attached Asset Deletion – February 23, 2021 from the Fixed Assets Listing.

      Asset Deletion - February 23, 2021



      Asset # Description


      Serial/VIN# Date Purchased


      Cost Value Status Remarks

      44157

      Scanner, Bell and Howell 730DC

      P5610300033

      9/3/2002

      $ 3,990.80

      $ -

      Obsolete

      Surplus/Scrap

      44158

      PC, Dell Dimension 8200 p/4 2.

      D62DM11

      9/3/2002

      $ 1,956.20

      $ -

      Obsolete

      Surplus/Scrap

      46321

      Boat Motor, 2003 Yamaha, Gas-2

      69KX1001765

      1/30/2004

      $ 15,002.00

      $ -

      Obsolete

      Surplus/Scrap

      46322

      Boat Motor, 2003 Yamaha, Gas-2

      69KX1001652

      1/30/2004

      $ 15,002.00

      $ -

      Obsolete

      Surplus/Scrap

      50417

      Server, HP Proliant

      USE640N4G8

      10/25/2006

      $ 2,309.00

      $ -

      Obsolete

      Surplus/Scrap

      50599

      PC, HP COMPAQ DC7600

      2UA64808X7

      1/8/2007

      $ 1,015.00

      $ -

      Obsolete

      Surplus/Scrap

      56672

      Fluid Mesh Radio FM3100M

      3100201111

      1/31/2013

      $ 1,502.37

      $ -

      Not Working/hit by lightening

      Surplus/Scrap

      56683

      Fluid Mesh Radio FM3100M

      3100201125

      1/31/2013

      $ 1,502.37

      $ -

      Not Working/hit by lightening

      Surplus/Scrap

      58582

      Axis Camera Q6044 PTZ

      00408CFAE9B3

      9/16/2014

      $ 3,500.51

      $ -

      Not Working/hit by lightening

      Surplus/Scrap

      58590

      Axis Camera Q6044 PTZ

      00408CFB7A48

      9/16/2014

      $ 3,500.50

      $ -

      Not Working/hit by lightening/water damage

      Surplus/Scrap

      X43903

      Boat Motor, '02 Yahmaha 225HP

      69JX001401

      2/2/2003

      $ 12,516.30

      $ -

      Obsolete

      Surplus/Scrap

      February 23, 2021


      CONSENT

      AGENDA ITEM 1.E: PURCHASE OF USED WATER TRUCK


      BACKGROUND:


      Port staff requests a water truck for landscaping, dock cleaning and other maintenance necessities where water hookups are not accessible. A used water truck was located, and request is for approval of the purchase of a water truck in the amount of $59,800, which includes title and tag transfer fee.


      ATTACHMENT:


      Purchase Requisition Port Manatee with photo


      COST AND FUNDING SOURCE:


      $59,800 from Port cash.


      LEGAL COUNSEL REVIEW: Yes


      RECOMMENDATION:


      Move to approve the purchase of a used water truck from UCM Inc. in the amount of $59,800.


      PURCHASE REQUISITIONPORT MANATEE



      300 Tamoa Bav Wav,Palmetto, Floli<!a 34221
















      Department:

      Maintenance

      Date:


      1127/2021



      Project:

      new/ used water truck

      Used Equipment

      Time:





      Purpose:



      Request by:


      Jonathan Noauera



      Allocation:



      PO# :






      1





      I .. .



      IVendor #l :

      UCM i nc.

      Vendor #2:

      N/A

      Vendor #3:


      NIA




      3245 Mull road











      PO Box. 258 Mulberry, Fl. 33860








      Phone

      863-409-6609

      Phone


      Phone





      Contact

      Jamie Wurthmann

      Contact


      Contact























      Vendor# 1

      Vendor

      #2

      Vendor #3




      Item

      Qtv

      Description

      Unit Cost

      Total

      Unit Cost

      Total

      Unit Cost

      Total

      59,800.00



      1

      1

      FreightlinerM2106Water Truck

      $59,500.00

      $59,500.00

      $0.00

      $0.00

      $0.00

      $0.00

      $0;00





      Vin#1FVACXDT9FHGL0567












      2015WITH 7,765 Miles












      2000 g.l Thank










      2

      1

      TIiie And TagTransferFee

      $300,00

      $300.00

      $0.00

      $0.00

      $0.00

      $0.00

      $0.00




























































      ·-.





















































































      GrandTotal


      $598,00.00


      $0.00


      $0.00

      $59,800.00














































      • ..

      otes: thisis a used Water truck


      Pending Port Authority Approval February 23, 2021

      image

      Departmental Approvla SeniorDirector of Operation & Mani tenance


      Pending Port Authority Approval February 23, 2021 PO Approval / Authorization

      image

      DeputyDirector ofBusniessAdministration/Finance

      image

      February 23, 2021


      CONSENT

      AGENDA ITEM 1.F.: NORTH GATE EXPANSION CHANGE ORDERS NO.

      01, 02 & 03


      BACKGROUND:


      On February 20, 2020, the Authority approved the contract between the Manatee County Port Authority and Ranger Construction in the amount of $782,923 for labor, equipment and materials for the expansion of the north gate exit lanes. Change Order No.01 is to furnish and install roof membrane on the existing exit lanes to align with the new exit lanes. Change Order No. 02 is to furnish and install conduits from pedestal locations to the first lane kiosk. Change Order No. 03 is to install new pavement loops in the four exit lanes. The total amount for the thee change orders is $22,555.45.


      ATTACHMENT:


      Change Orders No. 01, 02 & 03

      .


      COST AND FUNDING SOURCE:


      $16,916.59 of FEMA proceeds and $5,638.86 of FDOT proceeds


      CONSEQUENCES IF DEFERRED:


      Delay in project completion


      LEGAL COUNSEL REVIEW: Yes


      RECOMMENDATION:


      Move to approve and authorize the Chairman to execute Change Orders No. 01, 02 & 03 increasing the contract price between the Manatee County Port Authority and Ranger Construction in the amount of $22,555.45 for roof membrane, conduits and new pavement loops.


      PO RT MANATEE


      Project Name: Port Manatee NorthGate Expansi on


      CHANGE ORD ER FORM

      Change Order No. Purchase OrderNo.

      1, 2 and 3

      PA0054 10


      Date of Issuance:                                                            Effective Date:


      Owner: ManateeCoun!l Port Authori Contract #:

      Engineer of Record : Stantec Consulting Services Contractors Project #: Contractor: Ranger Construction Industries, Inc Enginee r's Project #:

      101 Sansbu •s Wat Contract Name:

               West Palm Beach, FL 33411                

      Project:                 North Gate Exeansion                       


      6049221

      300-0970

      PSA18-04-215615041

      PO Number PA005410


      The Contrac t is modified as follows upon execution of this Change Order.


      Description: Item 1 Furnish/Install TPO wateroroof roof membrane to the existinQ roof at the north gate.

      New wateroroofinqmembrane includes a warrantv on the membrane svstem. Item 2 Furnish/Install conduits for Port Security to be used bv Siemens for securitv features. Item 3 Furnish/Install Pa vementLooos for gate ooeration.

      Attachmen ts:    Contractor COR 01             List documents supportingchange: Proposal and plans

      Contractor COR 02

      Contractor COR 03



      CHANG E IN CONTR ACT PRICE

      Original Contract Price:


        $             782,923.00  


      CHANGE IN CONTRACT TERMS

      (note changesIn MIiestones If applicable)

      Original Contract Times: 137

      Substantial Completion: 7/11/2020

      Date of Final Payment 7/25/2020


      [Increase) [Decrease) from previous approved

      Change Orders #:

      Hours Requested : 0


      [Increase) [Decrease) from previous approved

      Change Order #: 0 Substantial Completion Date:

      Date of Final Payment:

      [date or days)

      Cont ract Price prio r to this Change Order:

      Contract Times prior to this Change Order:

      Substantial Completion: 7/11/2020


        $            782,923.00  

      Date of Final Payment

      7/25/2020

      (date or days)

      [In crease ] [Decrease ) of th is Change Order: (Increase) (Decrease) of this Change Order:


        $            22,555.45  

      Substantial Completion: Date of Final Payment:

      7/19/2020

      8/2/2020

      [days or dates)

      Contract PriceIncorporatingthis Change Order:


        $            805,478.45  

      Contract Times with all approved Change Orders:

      Substantial Completion: 7/19/2020

      Date of Final Payment: 8/2/2020

      !bil:;

      (date or days)



      Digitall y signed by Chri:stopher 0 .

      Christopher D. Jordan Jo<dan

      Date: 2021.02.17 12:2S:39-05'00'


      RECOMMENDED:


      Christooher D. Jordan P.E.

      Englnoer of Record MCPA f BCC APROVEO

      , -

      -

      ACCEPTED:

      Jamie Timming,General Manager Ranger Const.

      Contractor

         Dato: 2/17/2021        Date : Date: 2/17/2021

      Approved by Funding Agency (if applicable}


      By:


      Title:                                                                          


      <Rev 1112020>

      image

      image



      image

      7":

      g1,;:re

      Change Order Request No.: 01

      101 Sansbury's VVay VVest PalmBeac,h FL 33411 Ph one: (561) 793-9400

      F ax: (561) 790-4332

      www.rangerconstruction.com


      ''



      Submitted To:


      Addr ess:


      Contact:

      Stantec ConsultingE ngineers

      6900 ProfessionalPark w a yE a s t S a r as o ta , FL 3 4 2 4 0 -84 14

      Chr is .J o rd a n @ s tan te c.c om C hr is top he r J o rd a n . P .E;.

      Date:

      12/21/2020

      Phone:

      (94 1)4059 373

      Fax:

      N/A

      Job Name:

      Port Manatee north Gate Expansion

      Job Location:


      Port Manatee North Gate

      Prop. Owned By:

      Manatee County Port Authority



      TPO Roof Membrane on Existing Roof


      image

      I

      !1

      ----- I) Ranger

      15--'!

      R

      Constr uction

      I nd us t ries. Inc-

      101Sansbury's VVay VVest Palm Beach, FL 33411 Ph one: (561) 793-9400

      Fax: (561) 790-4332

      image

      www.rangerconstruction.com


      image

      image

      Change Order Request No.: 02



      Submitted To:

      Stantec Consulting Engineers

      Date:

      Phone:

      Fax:

      Job Name:


      JobL ocation: Prop. Owned By:

      2/5/2021

      (941) 4059373

      NIA

      Port Manatee north Gate Expansion


      Port Manatee North Gate Manatee County Port Authority


      Address:


      6900 ProfessionalParkwayEast


      Sarasota. FL 34240-8414


      Ch ris .J o rd a n @ s ta n te c .c o m

      Contact:

      Christopher Jordan. P.E.

      Furnish and Install Conduits for Siemens and Port Security



      image

      Change Order Request No.: 03

      101 Sansbury’s Way West Palm Beach, FL 33411 Phone: (561) 793-9400

      Fax: (561) 790-4332

      www.rangerconstruction.com


      Submitted To: Stantec Consulting Engineers

      Date:

      2/17/2021


      Phone:

      (941) 405-9373

      Address: 6900 Professional ParkwayEast

      Fax:

      N/A


      Job Name:

      Port Manatee north Gate Expansion

      Sarasota, FL 34240-8414



      Chris.Jordan@stantec.com

      Job Location:

      Port Manatee North Gate

      Contact: Christopher Jordan, P.E.

      Prop. Owned By:

      Manatee County Port Authority


      Furnish and Install Pavement Loops and Port Security


      ITEM No. DESCRIPTION QUANTITY UNIT UNIT PRICE EXTENSION


      Furnish and Install Pavement Loops for Security

      1.00 LS

      $4,992.35

      $4,992.35



      $0.00

      $0.00


      Notes:

      Furnish and install new pavement loops for the four lanes at the north gate. Two for the existing lanes and two for the proposed lanes.

      Work was directed by Port Authority.


      $4,992.35

      TOTAL =



      Additional Contract Time Required 2.000 DAYS


      ACCEPTED:

      The above prices, specifications and conditions are satisfactory and are hereby accepted.


      Owner                                                                                                 


      Signature


      image


      CONFIRMED:

      Ranger Construction Industries, Inc.


      Authorized

      Signature Gregory W. Reilly


      Date of Acceptance                                                                                                


      Name & Title


      Project Manager                                        


      Page 1 21.02.17 Change Order Request No. 03

      February 23, 2021


      CONSENT

      AGENDA ITEM 1.G: INTERMODAL CONTAINER YARD CHANGE ORDER NO. 3


      BACKGROUND:


      On July 28, 2020, the Authority approved The Crisdel Group as contractor for the Intermodal Container Yard Expansion in the amount (including deductive Change Order 001) of

      $7,890,197.90, funded 50% by FDOT. Change Order 002 in the amount of $82,334.00 was approved on January 26, 2021, for the encasement in concrete of the duct bank. Change Order No. 3 is requested in the amount of $9,101.40 for an initial inspection to determine the extent of leaks recently discovered at the joints of the underground storm drainage pipes.


      ATTACHMENT:


      Change Order No. 3


      COST AND FUNDING SOURCE:


      FDOT proceeds and Port cash each $4,550.70


      CONSEQUENCES IF DEFERRED:


      Delay in receiving extent of underground leaks


      LEGAL COUNSEL REVIEW: Yes


      RECOMMENDATION:


      Move to approve and authorize the Chairman to execute Change Order No. 3 increasing the contract between the Manatee County Port Authority and The Crisdel Group in the amount of

      $9,101.40 for inspection of underground storm drainage pipes which are leaking, subject to FDOT approval.


      PORT MANATEE


      Project Name: lntermodal Cargo Yard E,cpansion


      CHANGE ORDER FORM


      Date of Issuance: 2/5/2021

      Change Order No. 3

      Purchase Order No. PA005518

      Effective Date:

      Owner: Manatee County Port Authority Engineer of Record: _S_t_n__ate_c

      Contractor: Crisdel Group, Inc.

                       8985 Palm River Rd                

                         Tampa, FL 33619                    

      Project: lntermodal Cargo Yard Expansion


      Contract #: Contractors Project#:

      Engineer's Project#: Contract Name:

      PA005518

      2322


      Intermodal Cargo Yard Expansion



      The Contract is modified as follows upon execution of this Change Order:


      Description: Existing storm line inves1tgation


      Attachments:

      see attached -

      List documents supporting change-:

      - - - - - - - - - --1



      CHANGE IN CONTRACT PRICE

      Original Contract Price:


         $     8,927,812.90  


      [Increase) [Decrease) from previous approved

      Change Orders#: 1-2

      Hours Requested:                                                   

         $                                                      (955,281)


      CHANGE IN CONTRACT TERMS

      (note changes in MIiestones If applicable)

      On nal Contract Times:

      Subs! tial Completion:                                                   Date of al Payment


      [Increase Decrease] from previous approved

      Change Or #

      Substantial Completio Date: 1

      Date of Final Payment.


      Contract Price prior to this Change Order:

      [date or daysJ Contract Times prior (\. this Change Order:

      Substantial Completion: '\.                                            


      $ 7,972,531.90


      Date of Final Payment.

        '\.                

      ',( date or days]

      [Increase] [Decrease) of this Change Order:


      $ 9,101.40


      Contract Price Incorporating this Change Order:


      $ 7,981 ,633.30

      [Increase] [Decrease] of this Ch ge Order:

      Substantial Completion: '\.

      Date of Final Payment· '

      [days or da'\se ]

      Contract Times with all approved Change Orde

      Substantial Completion: '\.

      Date of Final Payment '\.

      [date or days)/ '\.



      laolec

      Engineer of Record

      Date: February 9, 2021


      MCPA / BCC APROVED

      Dale:

      Approved by F-u-ndg-_lnA gecy-- ( if-a pp l1 ca b le )

      A EPTED:

      Frank Criscola, Pres. Cri el Group, Inc.


      Contractor Dato: 2 / 9 / 21


      By:                                                                        


      Title:


      <Rev. 11/2020>

      image

      image


      image

      Project: Intermodal Cargo Yard Expansion


      image

      Description: Jet/Vac and TV Inspection


      image

      Explanation: To determine condition of existing storm lines - Includes dewatering


      image

      Crisdel Project No.: 2232


      image

      CO No.: 2322-00C


      Labor

      Hrly Rate

      No.

      Hours/EA

      Manhours

      General Foreman

      $ 75.85

      -

      $ -

      Laborer

      $ 40.13

      -

      $ -

      Operator

      $ 44.00

      -

      $ -

      Driver

      $ 33.83

      -

      $ -



      Subtotal - Labor:

      $ -



      Equip

      Hrly Rate

      No.

      Hours/EA

          Equip Hrs     

      Hyd Excavator - Komatsu PC 308

      $ 118.92

      -

      $ -

      Hyd Excavator - Komatsu PC 228

      $ 101.23

      -

      $ -

      Hyd Excavator - Komatsu PC 138

      $ 77.10

      -

      $ -

      Front End Loader - Komatsu WA 320

      $ 55.44

      -

      $ -

      Grader - Komatsu GD655

      $ 88.47

      -

      $ -

      Dozer - Komatsu D65

      $ 121.21

      -

      $ -

      Dozer - Komatsu D51

      $ 89.49

      -

      $ -

      Dirt Roller - IR SD122

      $ 63.87

      -

      $ -

      Plate Compactor

      $ 9.00

      -

      $ -

      Jumping Jack

      $ 9.00

      -

      $ -

      FM Pickup/Tool Truck

      $ 23.14

      -

      $ -

      Mason Truck/Rack Truck

      $ 30.00

      -

      $ -



      -

      $ -



      Subtotal -Equipment:

      $ -



      Material Costs Unit Rate Unit Qty

      /ea ea $ -

      $ -

      $ -

      $ -

      $ -

      $ -

      $ -

      $ -

      $ -

      $ -

      $ -

      $ -

      Subtotal- Materials $ -


      Sub/Rentals/Hauling Cost

      Unit Rate

      Qty

      Jet/Vac Truck TV Inspection

      6" Pump Rental - 2ea

      $ 295.00

      $ 285.00

      $ 278.00

      16.00 HR

      8.00 HR

      6.00 Pump Days

      $ 4,720.00

      $ 2,280.00

      $ 1,668.00



      Subtotal - Subs/Rental/Haul:

      $ 8,668.00


      image

      Total : $ 9,101.40

      433.40

      5% OH & P on subs: $

      -

      15% OH & P on all except subs: $

      -

      Sales Tax: $

      Notes:

      Labor rates include burden i.e. payroll taxes, insurances, etc.

      Equipment Rates are based Blue Book Monthly Rate/176 hours plus operating cost. Sales Tax is included for materials only.

      February 23, 2021


      AGENDA ITEM 2.: ADOPTION OF RESOLUTION PA-21-05 AUTHORIZING ISSUANCE OF THE TAXABLE REVENUE REFINANCING BONDS SERIES 2021


      BACKGROUND:

      On October 18, 2012, adoption of Resolution PA-12-17 authorized the Authority to issue Revenue Bonds from time to time to finance and refinance the cost of certain additions, extensions, and improvements to the port facilities. It also provided for certain covenants that will apply to all bonds issued thereunder and approved an interlocal agreement between Manatee County and the Manatee County Port Authority providing Manatee County backing for the bonds issued by the Port Authority. On October 18, 2012 the Authority issued its Manatee County Port Authority Revenue Refunding Bonds, Series 2012A and Manatee County Port Authority Revenue Refunding Bonds Series 2012B (collectively “Series 2012 Bonds”). Pursuant to the recommendation of the Authority’s Financial Advisory and in the economic interest of the Authority, the Authority seeks to pay and defease all or a portion of the outstanding Series 2012 Bonds by the issuance of its Taxable Revenue Refunding Bonds, Series 2021.


      Resolution PA-21-05 will authorize the negotiated sale of not to exceed $40,000,000 in initial aggregate principal amount of its Taxable Revenue Refunding Bonds, Series 2021, for the purposes set forth in Resolution PA-12-17.


      This resolution also provides the parameters by which the final terms and other details of such 2021 series bonds will be established and authorizes the execution by the Chairman or Vice Chairman of the various documents associated with the bond issue.


      ATTACHMENTS:

      Resolution PA-21-05 which includes the Draft Bond Purchase Agreement (Exhibit A), Draft Preliminary Official Statement (Exhibit B), Draft Escrow Deposit Agreement (Exhibit C) and the Letter of Authority’s Financial Advisor’s recommendation of negotiated sale (Exhibit D)


      COST AND FUNDING SOURCE:

      Issuance costs and professional fees associated with the bond issue will be paid out of the bond refinance.


      CONSEQUENCES IF DEFERRED:

      Delay could result in missed opportunity to secure lower rates on existing bonds

      LEGAL COUNSEL REVIEW: Yes RECOMMENDATION:

      Move to approve Resolution No. PA-21-05 authorizing the negotiated sale of not to exceed

      $40,000,000 in initial aggregate principal Taxable Revenue Refunding Bonds Series 2021 and establishing other parameters of the bond issue as well as authorizing the execution by the Chairman or Vice Chairman and, where specified, the Executive Director, of the various documents associated with the bond issue.


      26981/001/01744455.DOCXv1

      RESOLUTION NO. PA-21-05


      A RESOLUTION OF THE MANATEE COUNTY PORT AUTHORITY AUTHORIZING THE NEGOTIATED SALE OF NOT EXCEEDING

      $40,000,000 IN INITIAL AGGREGATE PRINCIPAL AMOUNT OF ITS TAXABLE REVENUE REFUNDING BONDS, SERIES 2021 (THE “SERIES 2021 BONDS”) FOR THE PURPOSE OF PAYING AND DEFEASING ALL OR A PORTION OF REVENUE REFUNDING BONDS, SERIES 2012A (NON-AMT) AND REVENUE REFUNDING BONDS, SERIES 2012B (AMT) OF THE MANATEE COUNTY PORT AUTHORITY (“AUTHORITY”); PROVIDING THE PARAMETERS BY WHICH THE FINAL TERMS AND OTHER DETAILS OF SUCH SERIES 2021 BONDS WILL BE ESTABLISHED, APPOINTING THE UNDERWRITERS OF THE SERIES 2021 BONDS; APPROVING THE FORM OF AND DELEGATING TO THE CHAIRPERSON OR ANY VICE CHAIRPERSON THE AUTHORITY TO EXECUTE AND DELIVER A BOND PURCHASE AGREEMENT TO BE USED FOR THE SALE OF THE SERIES 2021 BONDS; APPOINTING A PAYING AGENT AND BOND REGISTRAR; APPOINTING AN ESCROW AGENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT; AUTHORIZING THE REGISTRATION OF THE SERIES 2021 BONDS UNDER A BOOK-ENTRY SYSTEM; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT RELATING TO THE SERIES 2021 BONDS; AUTHORIZING THE USE BY THE UNDERWRITERS OF THE PRELIMINARY OFFICIAL STATEMENT RELATING TO THE SERIES 2021 BONDS; PROVIDE FOR AN UNDERTAKING PURSUANT TO RULE

      15C2-12 OF THE SECURITIES AND EXCHANGE COMMISSION; AUTHORIZING THE PROPER OFFICERS OF THE AUTHORITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2021 BONDS; AND PROVIDING AN EFFECTIVE DATE FOR THIS RESOLUTION.


      WHEREAS, the Manatee County Port Authority (herein, the “Authority”) did, on the 18th day of October, 2012, adopt Resolution PA-12-17 entitled “A RESOLUTION OF THE MANATEE COUNTY PORT AUTHORITY AUTHORIZING THE ISSUANCE FROM TIME TO TIME OF ITS REVENUE BONDS FOR THE PURPOSE OF PAYING AND DEFEASING CERTAIN OF THE PORT AUTHORITY’S OUTSTANDING DEBT, AND TO FINANCE AND REFINANCE THE COST OF CERTAIN ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO THE PORT FACILITIES; PROVIDING FOR THE TERMS AND

      PAYMENT OF SAID BONDS, AND THE RIGHTS, REMEDIES AND SECURITY OF THE HOLDERS OF THE BONDS, MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE” (the “Master

      Resolution”); and


      WHEREAS, any term not otherwise defined in this Resolution shall have the meaning ascribed to such term in the Master Resolution; and

      WHEREAS, pursuant to the Master Resolution and Resolution PA-12-18 adopted by the Authority on October 18, 2012, the Authority issued its Manatee County Port Authority Revenue Refunding Bonds, Series 2012A (Non-AMT)” (the “2012A Bonds”) and its Manatee County Port Authority Revenue Refunding Bonds, Series 2012B (AMT) (the “2012B Bonds” and, together with the 2012A Bonds, the “2012 Bonds”) for the purpose of paying and defeasing certain outstanding obligations of the Authority; and

      WHEREAS, pursuant to the recommendation of the Authority’s Financial Advisor as evidenced by its letter attached hereto as Exhibit D, the Authority, hereby deems it in the best economic interest of the Authority to pay and defease all or a portion of the outstanding 2012 Bonds by the issuance of its Taxable Revenue Refunding Bonds, Series 2021 (the “Series 2021 Bonds”); and

      WHEREAS, the Master Resolution provides that certain details of the Series 2021 Bonds and certain other provisions of the Master Resolution shall be determined by subsequent proceedings of the Authority, which determinations shall be deemed to be supplemental to the Master Resolution and this Resolution shall constitute such subsequent proceedings; and

      WHEREAS, the Authority hereby determines the parameters by which the final terms and other details of the Series 2021 Bonds are to be established; and

      WHEREAS, PNC Capital Markets LLC, on behalf of itself and Raymond James & Associates, Inc. (collectively, the “Underwriters”) plan to submit to the Authority a proposal within the parameters hereby determined in the form of a Bond Purchase Agreement (the “Purchase Agreement”) attached hereto as Exhibit A, by and between the Underwriters and the Authority to purchase the Series 2021 Bonds; and

      WHEREAS, there have been also prepared and submitted to the Authority:


      1. a draft of the Preliminary Official Statement, attached hereto as Exhibit B;


      2. the form of Escrow Deposit Agreement to be entered into with the Escrow Agent (as herein defined) for the purpose of paying and defeasing all or a portion of the outstanding 2012 Bonds in substantially the form attached hereto as Exhibit C; and

      WHEREAS, the Authority’s Financial Advisor has recommended the negotiated sale of the Series 2021 Bonds and that such Series 2021 Bonds will be issued as Taxable Bonds in a letter attached hereto as Exhibit D; and

      WHEREAS, based on the advice of the Authority’s Financial Advisor, it is in the best interest of the Authority to delegate to the Authority’s Chairperson or Vice Chairperson the authority to execute and deliver the Purchase Agreement if the final terms and other details of the Series 2021 Bonds are within the parameters set forth in this Resolution and to award the Series 2021 Bonds to the Underwriters pursuant to a negotiated sale.

      NOW, THEREFORE, BE IT RESOLVED BY THE MANATEE COUNTY PORT AUTHORITY, AS FOLLOWS:

      SECTION 1: DEFINITIONS. That all capitalized terms used in this Resolution not otherwise defined shall have the meanings ascribed to such terms in the Master Resolution unless the context clearly indicates otherwise. In addition, the following terms shall have the meanings set forth below for application under this Resolution:

      “CALCULATION AGENT” means an independent accounting firm, investment banking firm or financial advisor retained by the Authority and compensated by the Authority at the Authority’s expense to determine the redemption price of the Series 2021 Bonds to be redeemed pursuant to the Make-Whole Optional Redemption Provisions as herein defined.

      “COUNTY” shall mean Manatee County, Florida, a political subdivision of the State of Florida.

      “EMMA” shall mean the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System (http://www.emma.msrb.org).

      “EMMA COMPLIANT FORMAT” shall mean a format for any document provided to the MSRB which is in an electronic format and is accompanied by identifying information, all as prescribed by the MSRB.

      “FINANCIAL ADVISOR” shall mean Public Resources Advisory Group, Inc., and its successors and assigns.

      “FINANCIAL OBLIGATIONS” shall mean (a) a debt obligation, (b) a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (c) a guarantee of either (a) or (b). The term Financial Obligation does not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.

      “MAKE WHOLE PERIOD” means the period between the date of redemption of the Series 2021 Bonds to be redeemed pursuant to the Make-Whole Optional Redemption Provisions and the maturity date.

      “MSRB” shall mean the Municipal Securities Rulemaking Board and its successors. “RULE” shall mean Rule 15c2-12 of the Securities and Exchange Commission in effect

      from time to time and applicable to the Authority’s continuing disclosure obligations. “TREASURY RATE” means, as of any redemption date for a 2021 Bond, (i) the time-

      weighted interpolated average yield to maturity, assuming a 360-day year consisting of twelve 30-day months, for a term equal to the Make Whole Period of the yields of the two U.S. Treasury nominal securities at “constant maturity” (as compiled and published in the Federal Reserve Statistical Release H.15 (519) that is publicly available not less than two (2) Business Days nor more than 45 calendar days prior to the redemption date (excluding inflation indexed securities) (or, if such Statistical Release is no longer published, any publicly available source of similar market data reasonably selected by the Paying Agent most nearly equal to the period from the redemption date to the maturity date of such 2021 Bond)) maturing immediately preceding and succeeding the Make Whole Period or (ii) if the period from the redemption date to such maturity date is less than one year, the weekly average yield on actually traded U.S. Treasury Securities adjusted to a constant maturity of one year. The Treasury Rate will be determined by the Calculation Agent.

      SECTION 2: PURPOSE AND BOND DESIGNATION. That, subject to receipt of a final offer from the Underwriters within the parameters set forth herein, the Authority hereby authorizes and determines at this time to issue not to exceed $40,000,000 in initial aggregate principal amount of its Series 2021 Bonds for the purpose of (i) paying and defeasing all or a

      portion of the 2012 Bonds, (ii) making a deposit to the 2021 Debt Service Reserve Account herein created and established, and (iii) paying the cost of issuance of the Series 2021 Bonds.

      SECTION 3: DESCRIPTION OF THE SERIES 2021 BONDS. The Series 2021


      Bonds shall be dated the day of delivery, shall bear interest, payable on October 1, 2021, and semiannually thereafter on October 1 and April 1 of each year, and shall mature on October 1 of each of the years determined by the Underwriters within the parameters set forth in this Resolution and in the amounts and at the rates so determined by the Underwriters; provided that the initial aggregate par amount of the Series 2021 Bonds does not exceed $40,000,000. The Series 2021 Bonds may be either Serial Bonds or Term Bonds or a combination thereof, provided that the last maturity of the Series 2021 Bonds shall not be later than October 1, 2042.

      If the Series 2021 Bonds are subject to optional redemption, the Series 2021 Bonds maturing after April 1, 2031, shall be redeemable at the option of the Authority from any legally available source, in whole or in part, and if in part, any order of maturity selected by the Authority, and by lot within a maturity if less than an entire maturity is to be redeemed, on April 1, 2031, or at any time thereafter, at an initial redemption price of not greater than 100%, together with accrued interest to the date fixed for redemption.

      As determined by the Underwriters in consultation with the Financial Advisor and the Clerk prior to the execution of the Purchase Agreement, the Series 2021 Bonds may also be optionally redeemed prior to April 1, 2031 in the manner described below (herein referred to as the “Make-Whole Optional Redemption Provisions”).

      The Series 2021 Bonds of each maturity may be subject to redemption at the option of the Authority pursuant to the Make-Whole Optional Redemption Provisions in whole or in part at any time at the redemption price that is the greater of (A) 100% of the principal amount of the Series

      2021 Bonds to be redeemed and (B) the sum of the present value of the remaining scheduled payments of principal and interest to the maturity date of the Series 2021 Bonds to be redeemed, not including any portion of those payments of accrued unpaid interest as of the date on which the Series 2021 Bonds are to be redeemed, discounted to the date on which the Series 2021 Bonds are to be redeemed on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, plus a number of basis points determined at or before the pricing of the Series 2021 Bonds, plus, in each case, accrued and unpaid interest on the Series 2021 Bonds to be redeemed to but not including the redemption date.

      The redemption price of the Series 2021 Bonds to be redeemed pursuant to the Make- Whole Optional Redemption Provisions described above will be determined by the Calculation Agent. The Authority may conclusively rely on such determination of redemption price by such Calculation Agent and will not be liable for such reliance. If less than all of the Outstanding of the Series 2021 Bonds are redeemed pursuant to the Make-Whole Optional Redemption Provisions, such Series 2021 Bonds to be optionally redeemed shall be selected on a pro-rata pass- through distribution of principal basis in accordance with the procedures of The Depository Trust Company.

      Notwithstanding the foregoing, if the Authority’s Underwriters and Financial Advisor, upon consultation with the Clerk, determines that market conditions require different or no optional redemption provisions for the Series 2021 Bonds or for certain maturities of the Series 2021 Bonds, such different optional redemption provisions or the exclusion of certain or all maturities of the Series 2021 Bonds from such optional redemption provisions will be deemed approved by the Authority upon the execution of the Purchase Agreement so long as the maximum redemption premium does not exceed 1% (excluding any calculation made in connection with the

      Make-Whole Optional Redemption Provisions described above) and the first optional redemption period is not more than eleven (11) years from the date of issuance of the Series 2021 Bonds if the Series 2021 Bonds are to be subject to optional redemption (excluding any optional redemption pursuant to the Make-Whole Optional Redemption Provisions described above).

      In the event that any of the Series 2021 Bonds are issued as Term Bonds, the Authority is hereby authorized to create and establish one or more special subaccounts in the Bond Redemption Account created and established under the Master Resolution for the purpose of providing for the mandatory sinking fund redemption of any 2021 Term Bonds in the amounts and at the times determined by the Underwriters within the parameters set forth in Section 7 below. A subaccount shall be created for each Term Bond and shall be distinguished from any other subaccount by designating the subaccount by the year of maturity of such Term Bond.

      Notice of redemption of the Series 2021 Bonds shall be mailed, postage prepaid, by the Registrar (as herein defined) not less than thirty (30) days before the date fixed for redemption to the registered owners of the Series 2021 Bonds or portions of Series 2021 Bonds which are to be redeemed, at their addresses as they appear on the registration books kept by the Registrar fifteen

      1. days prior to the date such notice is mailed.


        Such notice of redemption shall set forth (i) the date fixed for redemption, (ii) the redemption price to be paid, (iii) that such Series 2021 Bonds will be redeemed at the designated corporate trust office of the Paying Agent (as herein defined), and the name, address and telephone number of a contact person, (iv) if less than all of the Series 2021 Bonds shall be called for redemption, the distinctive numbers and letters, if any, of such Series 2021 Bonds to be redeemed, and (v) in the case of any of the Series 2021 Bonds to be redeemed in part only, the portion of the principal amount of each maturity to be redeemed. In case any 2012 Bond is to be redeemed in

        part only, the notice of redemption that relates to such 2021 Bond shall state also that on or after the redemption date (unless not required pursuant to the Book-Entry System of registration), upon surrender of such 2021 Bond, a new 2021 Bond bearing interest at the same rate and in aggregate principal amount, equal to the unredeemed portion of such 2021 Bond, will be issued. Failure of the registered owner of any Series 2021 Bonds which are to be redeemed to receive any such notice shall not affect the validity of the proceedings for the redemption of Bonds for which proper notice has been given. Interest shall cease to accrue on any of the Series 2021 Bonds duly called for prior redemption if payment of the redemption price has been duly made or provided for. With respect to any notice of redemption given in connection with the optional redemption of the Series 2021 Bonds, the Authority reserves the right to provide a conditional notice of redemption.

        The Registrar also shall mail (by certified mail, return receipt requested) or by any electronic means permitted by the securities depository’s procedures, a copy of such notice for receipt not less than the second Business Day prior to the date the notice of redemption is mailed to the registered Holders of the Series 2021 Bonds to the following: The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax (516) 227-4039 or such other address or such other securities depository designated by the Authority; provided, however, that such mailing shall not be a condition precedent to such redemption and failure to mail any such notice shall not affect the validity of any proceedings for the redemption of the Series 2021 Bonds. The Registrar shall also provide notice, at the same time notice of redemption is given to the Bondholders, to EMMA and any SID (as defined in Section 12 hereof); provided, however, that such delivery of notice shall not be a condition precedent to such redemption and failure to mail any such notice shall not affect the validity of any proceedings for the redemption of the Series 2021 Bonds.

        A second notice of redemption shall be given sixty (60) days after the redemption date in the manner required above to the registered owners of redeemed Series 2021 Bonds which have not been presented for payment within thirty (30) days after the redemption date.

        SECTION 4: APPOINTMENT OF PAYING AGENT, REGISTRAR AND


        ESCROW AGENT. That Regions Bank, having a designated corporate trust office in Jacksonville, Florida, is hereby appointed Paying Agent and Registrar for the Series 2021 Bonds. In addition, Regions Bank is hereby appointed Escrow Agent in connection with the payment and defeasance of the Refunded Bonds.

        SECTION 5: DISCLOSURE STATEMENTS. That delivery of the completed required disclosures and truth in bonding statements in substantially the form attached to the Purchase Agreement, by the Underwriters pursuant to Section 218.385, Florida Statutes, as amended and supplemented, shall be a condition precedent to the execution of the Purchase Agreement by the Chairperson or Vice Chairperson.

        SECTION 6: NEGOTIATED SALE. That the Authority hereby adopts the recommendations of the Authority’s Financial Advisor, as described in a letter from the Authority’s Financial Advisor, dated the date of this Resolution and attached hereto as Exhibit D. The Authority hereby finds that, due to the nature of the security for the payment of the Series 2021 Bonds, the tax status and volatile market conditions, that it would be in the best interest of the Authority that the Series 2021 Bonds be sold on a negotiated basis and issued as Taxable Bonds.

        SECTION 7: UNDERWRITERS; PURCHASE AGREEMENT; AND


        PARAMETERS. That the Underwriters are hereby appointed the exclusive underwriters to sell the Series 2021 Bonds on behalf of the Authority. The form of Purchase Agreement for the Series

        2021 Bonds, between the Authority and PNC Capital Markets LLC, as representative of the Underwriters, as submitted to this meeting by the Underwriters substantially in the form attached hereto as Exhibit A is hereby approved. Subject to the parameters set forth below, the Authority hereby delegates to the Chairperson or any Vice Chairperson, in the absence of the Chairperson, the authority to approve the final terms and details of the Series 2021 Bonds and to execute the Purchase Agreement on behalf of the Authority if such Purchase Agreement accurately reflects such terms and details with such changes, insertions and deletions from the form hereby submitted which are necessary or desirable for carrying out the purposes set forth in the Purchase Agreement as may be approved by the Clerk, the Authority’s Bond Counsel and general counsel to the Authority; the execution of said Purchase Agreement being conclusive evidence of such approval. Provided, however, that neither the Chairperson nor any Vice Chairperson shall take any action pursuant to this Section 7 unless the Chairperson or any Vice Chairperson and the Authority’s Financial Advisor shall have received from the Underwriters such information as the Chairperson or any Vice Chairperson and the Authority’s Financial Advisor shall deem necessary in order to demonstrate that (i) the not to exceed par amount of the Series 2021 Bonds is not in excess of

        $40,000,000, (ii) the true interest cost rate of the Series 2021 Bonds is not more than 5.00%, (iii) the final maturity of the Series 2021 Bonds is not later than October 1, 2042, (iv) the underwriting discount (exclusive of any original issue discount or original issue premium) is not greater than

        $4.50 per thousand of the original principal amount of the Series 2021 Bonds, (v) the completed disclosures required pursuant to Section 218.385, Florida Statutes have been delivered by the Underwriters, and (vi) the net present value savings of refunding the 2012 Bonds shall not be less than 3.00%.

        The 2012 Bonds to be refunded shall be as set forth in the Escrow Deposit Agreement and shall be deemed conclusive with respect to such 2012 Bonds.

        SECTION 8: PRELIMINARY AND OFFICIAL STATEMENT. That the draft


        Preliminary Official Statement in substantially the form attached hereto as Exhibit B with such changes as shall be approved by the Chairperson (or in the absence of the Chairperson, any Vice Chairperson) of the Authority or the Executive Director and the Authority’s Bond Counsel, be and the same is hereby approved, and the Authority hereby approves the use by the Underwriters of the Preliminary Official Statement in connection with the marketing of the Series 2021 Bonds. The Authority hereby approves the form of an Official Statement which shall be in substantially the same form as the Preliminary Official Statement but shall contain no permitted omissions within the meaning of the Rule. The Authority hereby approves the use by the Underwriters of the final Official Statement in electronic format only in connection with the offering and sale of the Series 2021 Bonds and the Authority hereby further approves the use by the Underwriters of any supplement or amendment to the Official Statement which is necessary so that the Official Statement does not include any untrue statement of a material fact and does not omit to state any material fact necessary to make the statements therein not misleading. The Chairperson of the Authority (or, in the absence of the Chairperson, any Vice Chairperson) and the Executive Director are each hereby authorized to deem the Preliminary Official Statement final within the meaning of the Rule and are hereby directed to execute the Official Statement and any amendment or supplement thereto, in the name and on behalf of the Authority, and thereupon to cause the Official Statement and any such amendment or supplement to be delivered to the Underwriters with such approval to be conclusively evidenced by the execution and delivery thereof by the Authority.

        SECTION 9: BOOK ENTRY SERIES 2021 BONDS. That the Authority hereby determines that the registration of the Series 2021 Bonds be by the Book Entry System of registration.

        SECTION 10: ESCROW DEPOSIT AGREEMENT. That the form, terms and provisions of the Escrow Deposit Agreement between the Authority and the Escrow Agent (the “Escrow Agreement”), substantially in the form attached hereto as Exhibit C, as submitted to this meeting, be and the same are hereby approved and accepted. The Chairperson or any Vice Chairperson, in the absence of the Chairperson, and the Clerk of the Authority are hereby authorized and directed to execute and deliver the Escrow Agreement on behalf of the Authority in substantially the form submitted to this meeting, with such changes, insertions and deletions thereto as are necessary or desirable for carrying out the purposes thereof as may be approved by the Clerk and Bond Counsel to the Authority, and general counsel to the Authority, the execution of said Escrow Agreement being conclusive evidence of such approval.

        SECTION 11: DEBT SERVICE RESERVE REQUIREMENT AND RELATED


        MATTERS. That in connection with the issuance of the Series 2021 Bonds, there is hereby created and established a Series 2021 Debt Service Reserve Account (the “Series 2021 Debt Service Reserve Account”). The Debt Service Reserve Requirement for the Series 2021 Bonds shall be equal to the maximum amount permitted under the Code. Any moneys remaining on deposit in the Series 2021 Debt Service Reserve Account immediately prior to the final maturity date of the Series 2021 Bonds shall be used to pay a portion of the principal and interest on the Series 2021 Bonds due that final year of maturity.

        SECTION 12: RULE 15C2-12 UNDERTAKING. That in order to assist the Underwriters of the Series 2021 Bonds issued under this Resolution with respect to compliance

        with the Rule, the Authority undertakes and agrees to provide the information described below to the persons so indicated. The Authority’s undertaking and agreement set forth in this Section 12 shall be for the benefit of the registered owners and Beneficial Owners of the Series 2021 Bonds.

        1. The Authority undertakes and agrees to provide to the MSRB through EMMA and to the State of Florida information depository (herein, the “SID”) if and when such a SID is created (i) the Authority’s financial statements generally consistent with the financial statements presented in the Official Statement relating to the Series 2021 Bonds, (ii) the County’s financial statements generally consistent with the financial statements presented in the Official Statement relating to the Series 2021 Bonds, and (iii) update the tabular information in the Official Statement concerning the Authority’s operations and the Non-Ad Valorem Revenues of the County set forth in the Official Statement under the headings “PORT OPERATIONS” and “NON- AD VALOREM REVENUES AVAILABLE FOR PAYMENTS PURSUANT TO INTERLOCAL AGREEMENT.” The information referred to in clauses (i), (ii) and (iii) is herein collectively referred to as the “Annual Information.”

        2. The Annual Information described in clause (i) of subparagraph 1 above in audited form (for as long as the Authority provides such financial information in audited form) is expected to be available on or before March 31 of each year for the Fiscal Year ending on the preceding September 30, commencing March 31, 2022 for the Fiscal Year ending on the preceding September 30, 2021. The Annual Information referred to in clause (i) of subparagraph 1 above in unaudited form (if the audited financial statements are not available or if the Authority no longer provides such financial information in audited form) will be available on or before March 31 for the Fiscal Year ending on the preceding September 30. The Authority agrees to provide to the MSRB, through EMMA and the SID, if any, timely notice of its failure to provide the Annual

          Information. Such notice shall also indicate the reason for such failure and when the Authority reasonably expects such Annual Information will be available. Timely notice shall be given within ten (10) Business Days of the date of such failure. All filings with EMMA shall be in EMMA Compliant Format.

        3. The Annual Information referred to in clause (i) of subparagraph 1 above and presented in the Official Statement shall be prepared in accordance with governmental accounting standards promulgated by the Government Accounting Standards Board, as in effect from time to time, as such principles are modified by generally accepted accounting principles, promulgated by the Financial Accounting Standards Board, as in effect from time to time, and such other State mandated accounting principles as in effect from time to time.

        4. If, as authorized by subparagraph 6 below, the Authority’s undertaking with respect to subparagraph 1 above requires amending, the Authority undertakes and agrees that the Annual Information described in clause (i) of subparagraph 1 above for the Fiscal Year in which the amendment is made will, to the extent possible, present a comparison between the Annual Information prepared on the basis of the new accounting principles and the Annual Information prepared on the basis of the accounting principles described in subparagraph 3 above. The Authority agrees that such a comparison will, to the extent possible, include a qualitative discussion of the differences in the accounting principles and the impact of the change on the presentation of the Annual Information.

        5. The Authority undertakes and agrees to provide to the MSRB, through EMMA, and to the SID, if any, within ten (10) Business Days of the occurrence of the events listed below (except as otherwise provided with respect to the event listed in clause (h)) notice of the occurrence of any of the following events with respect to the Series 2021 Bonds:

          1. principal and interest payment delinquencies;


          2. non-payment related defaults, if material;


          3. unscheduled draws on any debt service reserve account reflecting financial difficulties;

          4. unscheduled draws on credit enhancements reflecting


            financial difficulties;*


          5. substitution of credit or liquidity providers, or their failure to


            perform; *


          6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or determinations with respect to the tax status of the Series 2021 Bonds, or other material events affecting the tax status of the Series 2021 Bonds; *

          7. modifications to rights of Bondholders, if material;


          8. 2021 Bond calls, if material, and tender offers;


          9. defeasances of the Series 2021 Bonds;


          10. release, substitution, or sale of property securing repayment of the Series 2021 Bonds, if material;

          11. rating changes;


          12. any failure on the part of the Authority to comply with its


            undertaking;


          13. bankruptcy, insolvency, receivership or similar event of the Authority or any other obligated person (which is considered to occur when any of the following


            image

            * Not applicable to the Series 2021 Bonds.

            occur: the appointment of a receiver, fiscal agent or similar officer for the Authority or any other obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Authority or any other obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Authority or any other obligated person);

          14. the consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;

          15. appointment of a successor or additional trustee, paying agent or registrar or the change of name of a trustee, paying agent or registrar, if material;

          16. incurrence of a Financial Obligation of the Authority or any other obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Authority or any other obligated person, which affect security holders, if material;

          17. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Authority or any other obligated person, which reflect financial difficulties; and

          18. any amendment to the accounting principles to be followed by the Authority in preparing its financial statements, as required by this Section 12.

            Events described in clauses (a), (c), (i), (k), (l), (m), (p) and (q) shall always be deemed material.

            Notwithstanding the foregoing, notice of the event described in clause (h) need not be given any earlier than the time notice is required to be given to the registered owners of the Series 2021 Bonds.

        6. Notwithstanding any other provision of this Resolution to the contrary regarding amendments or supplements, the Authority undertakes and agrees to amend and/or supplement this Section 12 (including the amendments referred to in paragraph 4 above) only if:

          1. The amendment or supplement is made only in connection with a change in circumstances existing at the time the Series 2021 Bonds were originally issued that arises from (i) a change in law, (ii) SEC pronouncements or interpretations, (iii) a judicial decision affecting the Rule or (iv) a change in the nature of the Port’s operations or the activities that generate the Net Revenues;

          2. The Authority’s undertaking, as amended, would have complied with the requirements of the Rule at the time the Series 2021 Bonds were originally issued after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

          3. The amendment or supplement does not materially impair the interests of the registered owners and Beneficial Owners of the Series 2021 Bonds as determined by Bond Counsel or by a majority of the registered owners of the Series 2021 Bonds.

            In the event of an amendment or supplement under this Section 12, the Authority shall describe the same in the next report of Annual Information and shall include, as applicable, a narrative explanation of the reason for the amendment or supplement and its impact, if any, on the financial information and operating data being presented in the Annual Information.

        7. The Authority’s undertaking as set forth in this Section 12 shall terminate if and when the Series 2021 Bonds are paid or deemed paid within the meaning of Section 4.E. of Article III of the Master Resolution.

        8. The Authority acknowledges that its undertaking pursuant to the Rule set forth in this Section 12 is intended to be for the benefit of the registered holders and Beneficial Owners of the Series 2021 Bonds and shall be enforceable by such holders and Beneficial Owners; provided that, the holder’s and Beneficial Owners’ right to enforce the provisions of this undertaking shall be limited to a right to obtain specific enforcement of the Authority’s obligations hereunder, and any failure by the Authority to comply with the provisions of this undertaking shall not be or constitute a covenant or monetary default with respect to the Series 2021 Bonds under this Resolution.

        9. The Authority reserves the right to satisfy its obligations under this Section 12 through agents; and the Authority may appoint such agents without the necessity of amending this Resolution. The Authority shall also appoint one or more employees of the Authority to monitor and be responsible for the Authority’s undertaking hereunder.

        10. This Section 12 replaces the Authority’s undertaking set forth in Section 4.Q. of Article III of the Master Resolution.

      SECTION 13: FURTHER AUTHORIZATION. That the Chairperson of the Authority, any Vice-Chairperson of the Authority, the Executive Director, the Clerk, and any other

      proper official of the Authority, be and each of them is hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution including, but not limited to, causing the purchase of the Defeasance Obligations.

      SECTION 14: VERIFICATION AGENT. That the Authority hereby appoints The Arbitrage Group to serve as verification agent in connection with the defeasance of the Refunded Bonds.

      SECTION 15: REPEALER. That all resolutions or proceedings, or parts thereof, in conflict with the provisions of this Resolution are to the extent of such conflict hereby repealed.

      SECTION 16: EFFECTIVE DATE. That this Resolution shall take effect upon its passage in the manner provided by law.

      PASSED AND ADOPTED in special session on this the 23rd day of February, 2021.



      [S E A L]

      MANATEE COUNTY PORT AUTHORITY


      By: Name: Reggie Bellamy Title: Chairperson                                                    


      Attest:


      image

      Angelina “Angel” Colonneso

      Clerk of the Circuit Court in and for Manatee County, Florida

      MANATEE COUNTY PORT AUTHORITY TAXABLE REVENUE REFUNDING BONDS, SERIES 2021


      LIST OF EXHIBITS TO RESOLUTION NO. PA-21-05


      EXHIBIT A Draft Bond Purchase Agreement EXHIBIT B Draft Preliminary Official Statement EXHIBIT C Draft Escrow Deposit Agreement EXHIBIT D Letter of Authority’s Financial Advisor


      53548575v15/016841.011100

      H&K draft 2/15/2021


      $                               

      MANATEE COUNTY PORT AUTHORITY, FLORIDA TAXABLE REVENUE REFUNDING BONDS, SERIES 2021


      BOND PURCHASE AGREEMENT


                       , 2021


      Manatee County Port Authority, Florida 300 Tampa Bay Way, Suite 1

      Palmetto, Florida 34221


      Ladies and Gentlemen:


      PNC Capital Markets LLC (the “Representative”), acting on behalf of itself and Raymond James & Associates, Inc. (collectively, the “Underwriters”), hereby offers to enter into this Bond Purchase Agreement (the “Purchase Agreement”) with the Manatee County Port Authority, Florida, (the “Authority”), a dependent special district of the State of Florida (the “State”) within the meaning of Chapter 189, Florida Statutes, that operates under the authorization of Chapter 315, Florida Statutes, as amended and supplemented, whereby the Underwriters will purchase and the Authority will sell the Series 2021 Bonds (as defined and described below). The Underwriters are making this offer subject to the written acceptance by the Authority at or before 11:59 P.M., E.D.T., on the date hereof. If the Authority accepts this Purchase Agreement, this Purchase Agreement shall be in full force and effect in accordance with its terms and shall bind both the Authority and the Underwriters. The Underwriters may withdraw this Purchase Agreement upon written notice delivered by the Representative to the Chairperson of the Authority at any time before the Authority accepts this Purchase Agreement. Capitalized terms used but not defined in this Purchase Agreement shall have the meanings ascribed thereto in the Bond Resolution (as defined below).


      1. Purchase and Sale. Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Underwriters hereby agree to purchase from the Authority, and the Authority hereby agrees to sell and deliver to the Underwriters, all (but not less than all) of the Authority’s Taxable Revenue Refunding Bonds, Series 2021 (the “Series 2021 Bonds”), at the purchase price of $ , representing the aggregate principal amount of the Series 2021 Bonds less an Underwriters’ discount of

        $ [plus/less original issue premium/discount of $ ] (the “Purchase Price”). The amount of the Good Faith Deposit (as defined and described below) shall be credited against the Purchase Price subject to the further provisions of this Purchase Agreement.


        Simultaneously with the submission of this offer to purchase the Series 2021 Bonds pursuant to this Purchase Agreement, the Representative has provided the Authority all applicable disclosure and “truth in bonding” information required by Section 218.385, Florida Statutes, and the Authority, by its acceptance hereof, accepts such disclosure and agrees that it does not require

        any further disclosure from the Underwriters prior to the delivery of the Series 2021 Bonds with regard to the matters set forth in Section 218.385, Florida Statutes. The Disclosure and Truth-in- Bonding Statement submitted by the Underwriters in compliance with Section 218.385, Florida Statutes, is attached hereto as Exhibit A. Notwithstanding the foregoing, each Underwriter acknowledges that it has a continuing obligation to update, if applicable, its disclosures pursuant to Rule G-17 of the MSRB (as defined herein) prior to the delivery of the Series 2021 Bonds.


        To secure the Authority from any loss resulting from the failure of the Underwriters to accept delivery of and pay the Purchase Price for the Series 2021 Bonds pursuant to the terms of this Purchase Agreement, the Representative agrees to deliver to the Authority, concurrently with the execution and delivery of this Purchase Agreement, a federal funds wire transfer in the amount of $ (the “Good Faith Deposit”). The Good Faith Deposit will, immediately upon the Authority’s acceptance of this offer, become the property of the Authority. The Good Faith Deposit will be held and may be invested for the exclusive benefit of the Authority. If the Authority fails to deliver the Series 2021 Bonds at the Closing, or if the Authority shall be unable to satisfy the conditions of the obligations of the Underwriters set forth in this Purchase Agreement (unless waived by the Underwriters), or if the obligations of the Underwriters shall be terminated for any reason permitted by this Purchase Agreement, the Authority shall promptly return the Good Faith Deposit to the Underwriters and such return shall constitute a full release and discharge of all claims and rights hereunder of the Underwriters against the Authority. If the Underwriters fail (other than for a reason permitted herein) to accept delivery of and to pay for the Series 2021 Bonds at the Closing as herein provided, the Authority shall retain the Good Faith Deposit as and for full liquidated damages for such failure and for any defaults hereunder on the part of the Underwriters and, except as set forth in this Section and Section 10 hereof, neither party shall have any further rights against the other hereunder. It is understood by both the Authority and the Underwriters that actual damages in the circumstances as described in the preceding sentence may be difficult or impossible to compute; therefore, the funds represented by the Good Faith Deposit are a reasonable estimate of the liquidated damages in this type of situation. Accordingly, the Underwriters hereby waive any right to claim that the Authority’s actual damages are less than such amount, and the Authority’s acceptance of this offer shall constitute a waiver of any right the Authority may have to additional damages from the Underwriters.


        The Authority acknowledges and agrees that: (i) the transactions contemplated by this Purchase Agreement are arm’s length, commercial transactions between the Authority and Underwriters in which each of the Underwriters is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Authority; (ii) the Underwriters have not assumed any advisory or fiduciary responsibility to the Authority with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters or any affiliates have provided other services or are currently providing other services to the Authority on other matters); (iii) the only obligations the Underwriters have to the Authority with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (iv) the Authority has consulted its own financial and/or municipal, legal, accounting, tax, and other advisors, as applicable, to the extent it has deemed appropriate.


        The primary role of Underwriters, as underwriters, is to purchase the Series 2021 Bonds, for resale to investors, in an arm’s-length commercial transaction between the Authority and the

        Underwriters. The Underwriters, as underwriters, have financial and other interests that differ from those of the Authority.


      2. Description and Purpose of the Series 2021 Bonds. The Series 2021 Bonds are being issued pursuant to the authority of and in full compliance with the Constitution and laws of the State, including Chapter 315, Florida Statutes, as amended and supplemented, which is the general law giving Florida counties the authority to engage in port activities, Chapter 67-1681, Laws of Florida, as codified pursuant to Chapter 2003-351, and other applicable provisions of law, (collectively, the “Act”) and Resolution No. PA-12-17 of the Authority adopted on October 18, 2012, as amended and supplemented (the “Master Resolution”), as particularly supplemented by Resolution No. PA-21-05 of the Authority, adopted on February 18, 2021 (the “2021 Supplemental Resolution” and together with the Master Resolution, the “Bond Resolution”). The Series 2021 Bonds shall be issued pursuant to the Bond Resolution and are payable from and secured by the Pledged Revenues as provided in the Bond Resolution. The Pledged Revenues means Net Revenues, with respect to any Series of Bonds issued under the Bond Resolution and the Non-Ad Valorem Revenues deposited by the County pursuant to the Interlocal Agreement with the Authority, in an amount sufficient to cure any Reserve Account Deficiency whenever the Net Revenues are insufficient for such purpose and, with respect to all Series of Bonds issued thereunder, investment income received from the investment of moneys in the funds and accounts created and established under the Bond Resolution, and any other moneys deposited in the Sinking Fund or received by Regions Bank, as paying agent (the “Paying Agent”) for the payment of the Bonds.


        The proceeds of the sale of the Series 2021 Bonds, together with other legally available moneys, will be used to (i) pay and defease all of the Authority's outstanding Revenue Refunding Bonds, Series 2012A (Non-AMT) [maturing on and after October 1, 20 ] and its Revenue Refunding Bonds, Series 2012B (AMT) [maturing on and after October 1, 20 ] (collectively, the “Refunded Bonds”) by depositing a portion of the proceeds and other available funds of the Authority into a Refunded Bonds Trust Fund under an Escrow Deposit Agreement (the “Escrow Agreement”) between the Authority and Regions Bank, as escrow agent (the “Escrow Agent”), (ii) making a deposit into the Series 2021 Debt Service Reserve Account, and (iii) paying the cost of issuing the Series 2021 Bonds.


        The Series 2021 Bonds will be issued pursuant to the Act and secured under the provisions of the Bond Resolution. The Series 2021 Bonds shall be dated their date of delivery and shall mature in the years, bear interest at the rates, be purchased at the prices and be subject to optional redemption at the times, in the amounts and at the price, all as set forth in Schedule I attached hereto. The authorized denominations, dated date, maturity dates, mandatory sinking fund payments, and other details and particulars of the Series 2021 Bonds shall be as described in the Bond Resolution and the Official Statement (as defined below) of the Authority relating to the Series 2021 Bonds.


      3. Public Offering and Representations of the Underwriters.


        1. The Authority hereby authorizes the Underwriters to use the forms or copies of the Bond Resolution and the Official Statement and the information contained therein and all other agreements and instruments contemplated therein in connection with the public offering and

          sale of the Series 2021 Bonds and ratifies and confirms its authorization of the distribution and use by the Underwriters prior to the date hereof of the Preliminary Official Statement (as defined herein) in connection with such public offering and sale.


        2. The Representative hereby agrees and makes the following representations and warranties to the Authority, as of the date hereof and as of the Closing Date, which representations and warranties shall survive the Closing (both as hereinafter defined): (i) each of the Underwriters is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is authorized to conduct its business in the State, (ii) this Purchase Agreement has been duly authorized, executed and delivered by the Representative on behalf of the Underwriters and, assuming the due authorization, execution and delivery by the Authority, is the legal, valid and binding obligation of the Underwriters enforceable in accordance with its terms, except as the enforceability of this Purchase Agreement may be limited by bankruptcy or other laws affecting creditors’ rights generally and except that equitable remedies lie in the discretion of the court and may not be available, (iii) each Underwriter is either licensed by and registered with the Securities and Exchange Commission as a municipal securities dealer or the Financial Industry Regulatory Authority as a broker dealer, (iv) neither the Underwriters nor any “person” or “affiliate” thereof have been on the “convicted vendor list” during the past 36 months as all such terms are defined in Section 287.133, Florida Statutes, and (v) neither the Underwriters nor any “person” thereof is on the Scrutinized Companies with Activities in Sudan List, is on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, has business operations in Cuba or Syria, and is participating in a boycott of Israel, in accordance with section 287.135, Florida Statutes. The Authority acknowledges that the Representative makes the foregoing representations on behalf of the Underwriters in reliance upon written representations made by the Underwriters to the Representative. The Representative represents that it has been duly authorized to execute this Purchase Agreement as Representative, and has been duly authorized to act hereunder on behalf of the other Underwriters.


      4. Delivery of the Official Statement and Other Documents.


        1. The Authority has delivered or caused to be delivered to the Underwriters

          copies of the Preliminary Official Statement dated , 2021, which, together with the

          image

          image

          cover page and appendices thereto, is herein referred to as the “Preliminary Official Statement.”

          To the extent required by applicable MSRB Rules, the Authority hereby confirms that it does not object to distribution of the Official Statement (as hereinafter defined) in electronic form. It is acknowledged by the Authority that the Underwriters may deliver the Preliminary Official Statement and a final Official Statement electronically over the internet [and in printed paper form.] The Authority deemed the Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2- 12”), except for certain information which is permitted to be omitted therefrom in accordance with paragraph (b)(1) thereof (the “Permitted Omissions”).


        2. A final official statement relating to the Series 2021 Bonds dated the date hereof (such official statement, including the cover page, all appendices attached thereto and any amendments or supplements and statements incorporated by reference therein or attached thereto, as have been approved by the Authority, Bond Counsel, Disclosure Counsel and the Representative, is referred to herein as the “Official Statement”) shall be provided for distribution,

          at the expense of the Authority, in such reasonable quantity as may be requested by the Underwriters no later than the earlier of (i) seven (7) business days after the date of this Purchase Agreement or (ii) one (1) business day prior to the Closing Date, in order to permit the Underwriters to comply with Rule 15c2-12 of the Securities and Exchange Commission (“SEC”), and the applicable rules of the Municipal Securities Rulemaking Board (the “MSRB”), with respect to distribution of the Official Statement. The Authority shall prepare the Official Statement, including any amendments thereto, in word-searchable PDF format as described in the MSRB’s Rule G-32 and shall provide or make available the electronic copy of the word-searchable PDF format of the Official Statement to the Underwriters within the timeframe set forth in this Section 4(b) to enable the Underwriters to comply with MSRB Rule G-32 and other applicable rules and regulations of the MSRB and the SEC. The Underwriters agree to file a copy of the Official Statement, including any amendments or supplements thereto prepared by the Authority, with the MSRB on its Electronic Municipal Market Access (“EMMA”) system. The Authority shall cause the Official Statement to be executed by an authorized officer of the Authority. The Official Statement shall be in substantially the same form as the Preliminary Official Statement and, other than completion of the Permitted Omissions, the Authority shall only make such other additions, deletions and revisions in the Official Statement which are approved by the Representative or as otherwise permitted herein. The Underwriters hereby agree to cooperate and assist in the preparation of the Official Statement. The Authority hereby ratifies, confirms and approves the use and distribution by the Underwriters before the date hereof of the Preliminary Official Statement in connection with the public offering and sale of the Series 2021 Bonds.


        3. In order to assist the Underwriters in complying with Rule 15c2-12, the Authority will undertake, pursuant to Section 12 of the 2021 Supplemental Resolution (the “Disclosure Undertaking”), to provide annual financial information and notices of the occurrence of specified events. A description of the Disclosure Undertaking is set forth in the Preliminary Official Statement and will be set forth in the Official Statement under the caption "CONTINUING DISCLOSURE".


      5. Authority Representations, Warranties, Covenants and Agreements. The Authority represents and warrants to and covenants and agrees with the Underwriters that:


        1. The Authority is dependent special district of the State within the meaning of Chapter 189, Florida Statutes, that operates under the authorization of Chapter 315, Florida Statutes, as amended and supplemented, is duly organized and validly existing under the laws of the State, and has full legal right, power and authority under the Act to adopt the Bond Resolution. Furthermore, the Authority has full legal right, power and authority under the Act and the Bond Resolution (i) to execute, deliver and perform its obligations under this Purchase Agreement, the Escrow Agreement, the Interlocal Agreement and the Series 2021 Bonds (collectively, the “Legal Documents”) and the Bond Resolution, (ii) to sell, issue and deliver the Series 2021 Bonds to the Underwriters as provided herein, and (iii) to perform and consummate all obligations and transactions required or contemplated by each of the Legal Documents and the Preliminary Official Statement, and the Authority has complied, and will at the Closing be in compliance in all respects, with the terms of the Act, the Bond Resolution, and the Legal Documents as they pertain to such transactions.

        2. The Bond Resolution, was duly adopted at meetings of the Authority called and held pursuant to law and in compliance with all public notice required by law, at which quorums were present and acting throughout, and the Bond Resolution is in full force and effect and has not been amended or repealed.


        3. The Bond Resolution and the Series 2021 Bonds conform to the descriptions thereof contained in the Preliminary Official Statement (except for Permitted Omissions) and to be contained the Official Statement, and the Series 2021 Bonds, when duly issued and authenticated in accordance with the Bond Resolution and delivered to the Underwriters as provided herein, will be validly issued and outstanding obligations of the Authority, entitled to the benefits of the Bond Resolution and payable from the sources therein specified.


        4. The Authority has executed and delivered, or will execute and deliver on or before the Closing Date, each of the Legal Documents. Each of the Legal Documents, assuming due authorization, execution and delivery by the other parties thereto, and the Bond Resolution constitutes, or will, as of the Closing Date, constitute, a legal, valid and binding obligation of the Authority enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency or other laws affecting creditors’ rights or remedies heretofore or hereafter enacted. To the best knowledge of the Authority, each of the Legal Documents has been executed and delivered, or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect.


        5. Except as described in the Preliminary Official Statement and as will be described in the Official Statement, the Authority is not in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority is or any of its property or assets are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the Authority under any of the foregoing; and the execution and delivery of the Series 2021 Bonds, the Legal Documents and Official Statement, the adoption of the Bond Resolution and compliance with the provisions on the Authority’s part contained therein, will not conflict with or constitute a material breach of or default under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority is or to which any of its property or assets are otherwise subject nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority to be pledged to secure the Series 2021 Bonds or under the terms of any such law, regulation or instrument, except as provided by the Series 2021 Bonds and the Bond Resolution.


        6. All approvals, consents and orders of any governmental authority, board, agency, council, commission or other body having jurisdiction which would constitute a condition precedent to the performance by the Authority of its obligations hereunder and under the Legal Documents have been obtained; provided, that the Authority makes no representations as to any

          approvals, consents or other actions which may be necessary to qualify the Series 2021 Bonds for offer and sale under Blue Sky or other state securities laws or regulations.


        7. Any certificates executed by any officer of the Authority and delivered to the Underwriters pursuant hereto or in connection herewith shall be deemed a representation and warranty of the Authority as to the accuracy of the statements therein made.


        8. Between the date hereof and the time of the Closing, the Authority shall not, without the prior written consent of the Representative, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, except in the course of normal business operations of the Authority or except for such borrowings as are or will be described in or contemplated by the Preliminary Official Statement and the Official Statement.


        9. The financial statements of the Authority as of September 30, 2020 fairly present the receipts, expenditures, assets, liabilities and cash balances of such amounts and, insofar as presented, other funds of the Authority as of the dates and for the periods therein set forth. Except as disclosed in the Preliminary Official Statement and as will be disclosed in the Official Statement or otherwise disclosed in writing to the Representative, there has not been any materially adverse change in the financial condition of the Authority or in its operations since September 30, 2020, and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change.


        10. Except for Permitted Omissions, the Preliminary Official Statement (excluding therefrom the information provided by DTC under the captions “DESCRIPTION OF THE SERIES 2021 BONDS–Book-Entry Only System” and information provided by the Underwriters under the caption “UNDERWRITING,” as to which no representations or warranties are made), as of its date was true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.


        11. The Official Statement is, as of its date and at all times after the date of the Official Statement (excluding therefrom the information provided by DTC under the captions “DESCRIPTION OF THE SERIES 2021 BONDS–Book-Entry Only System” and information provided by the Underwriters under the caption “UNDERWRITING,” as to which no representations or warranties are made) up to and including the Closing Date will be, true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.


        12. If the Official Statement is supplemented or amended, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended) at all times subsequent thereto up to and including the time of the Closing, the Official Statement as so supplemented or amended will be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

        13. If on or before the time of Closing, any event shall occur which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Authority shall notify the Representative thereof, and if, in the reasonable opinion of the Representative or the Authority, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority shall promptly (and in any event before the Closing) prepare and furnish (at the expense of the Authority unless the supplement is a result of information provided by the Underwriters) a reasonable number of copies of an amendment of or supplement to the Official Statement in form and substance reasonably satisfactory to the Representative.


        14. Except as described in the Preliminary Official Statement and as will be described in the Official Statement, no litigation, proceeding or official investigation of any governmental or judicial body is pending against the Authority or against any other party of which the Authority has notice or, to the knowledge of the Authority, threatened against the Authority,

          (i) seeking to restrain or enjoin the issuance, sale or delivery of any of the Series 2021 Bonds, or the payment or collection of the Pledged Revenues, (ii) in any way contesting or affecting any authority for the issuance of the Series 2021 Bonds or the validity or binding effect of any of the Legal Documents, (iii) which is in any way contesting the creation, existence, powers or jurisdiction of the Authority, or the validity or effect of the Bond Resolution or the Act or any provision thereof, or the application of the proceeds of the Series 2021 Bonds, or the refunding of the Refunded Bonds, or (iv) which, if adversely determined, could materially adversely affect the financial position or operating condition of the Authority or the transactions contemplated by the Official Statement, the Bond Resolution or any of the Legal Documents. The Authority shall advise the Representative promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Preliminary Official Statement or the Official Statement in connection with the offering, sale or distribution of the Series 2021 Bonds.


        15. [Except as described in the Preliminary Official Statement and the Official Statement,] during the last five years, the Authority has not failed to materially comply with any previous undertaking relating to continuing disclosure of information pursuant to Rule 15c2-12.


        16. Except as expressly disclosed in the Preliminary Official Statement and as will be disclosed in the Official Statement, the Authority neither is nor has been in default any time after December 31, 1975, as to principal or interest with respect to an obligation issued or guaranteed by the Authority and which is required to be disclosed in the Preliminary Official Statement and in the Official Statement pursuant to Section 517.051, Florida Statutes.


        17. The Authority is lawfully empowered to pledge and grant a lien on the Pledged Revenues as provided in the Bond Resolution for payment of the principal of, and interest on the Series 2021 Bonds.


          All representations, warranties and agreements of the Authority shall remain operative and in full force and effect, regardless of any investigations made by any Underwriter or on the Underwriters’ behalf, and shall survive the delivery of the Series 2021 Bonds.

      6. Closing. At 10:00 A.M., EDT, on , 2021, or at such other time or date as the Representative and the Authority may mutually agree upon as the date and time of the closing (the “Closing Date”), the Authority will deliver or cause to be delivered to the Underwriters, at the offices of the Authority, or at such other place as the Representative and the Authority may mutually agree upon, the Series 2021 Bonds, through the facilities of The Depository Trust Company, New York, New York (“DTC”), duly executed and authenticated, and the other documents specified in Section 7 (the “Closing”). At the Closing, (a) upon satisfaction of the conditions herein specified, the Underwriters shall accept the delivery of the Series 2021 Bonds, and pay the Purchase Price therefor (less the Good Faith Deposit) in federal funds payable, in part, to the order of the paying agent for the Refunded Bonds for the account of the Authority in the amount necessary for the refunding and defeasance of the Refunded Bonds as provided in the Escrow Agreement, and the balance to the Authority for the purposes set forth in the Official Statement, and (b) the Authority shall deliver or cause to be delivered the Series 2021 Bonds to the Underwriters through the facilities of DTC pursuant to the DTC FAST system of delivery, duly executed by the Authority and in the authorized denominations as specified by the Representative at the Closing and the Authority shall deliver the other documents hereinafter mentioned. The Series 2021 Bonds shall be made available to the Underwriters at least one (1) business day before the Closing Date for purposes of inspection.


      7. Closing Conditions. The Underwriters have entered into this Purchase Agreement in reliance upon the representations, warranties and agreements of the Authority contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Authority of its obligations hereunder, both as of the date hereof and as of the date of the Closing.


        1. The Underwriters’ obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Series 2021 Bonds shall be conditioned upon the performance by the Authority of its obligations to be performed hereunder and under such other related documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions:


          1. The representations of the Authority contained herein shall be true, complete and correct in all material respects on the date of acceptance hereof and on and as of the Closing Date.


          2. At the time of the Closing, the Bond Resolution and the Legal Documents shall be in full force and effect and the Official Statement, the Bond Resolution and the Legal Documents shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Representative.


          3. The Authority shall perform or have performed all of its obligations required under or specified in the Bond Resolution, the Legal Documents and the Official Statement to be performed at or prior to the Closing.


          4. The Authority shall have delivered to the Underwriters the final Official Statement by the time and manner required herein.

          5. As of the date hereof and at the time of Closing, all necessary official action of the Authority relating to the Legal Documents and the Official Statement shall have been taken and shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect.


          6. After the date hereof, up to and including the time of the Closing, there shall not have occurred any change in the Act, the Bond Resolution or the Legal Documents as the foregoing matters are described in the Preliminary Official Statement or will be described in the Official Statement, which in the reasonable judgment of the Representative materially impairs the investment quality of the Series 2021 Bonds.


          7. At or prior to the Closing, the Representative shall receive the following documents (in each case with only such changes as the Representative shall approve):


        1. The Official Statement and any supplements, amendments or modifications, if any, thereto, fully executed on behalf of the Authority by the Chairperson and Executive Director, and conformed copies of the Official Statement sufficient to satisfy the requirements of Section 4 hereof.


        2. The approving opinion of Greenberg Traurig, P.A. (“Bond Counsel”) relating to the Series 2021 Bonds, dated the Closing Date, substantially in the form attached as Appendix F to the Official Statement, and a reliance letter with respect thereto addressed to the Underwriters;


        3. The supplemental opinion of Bond Counsel, addressed to the Authority and the Underwriters, dated the Closing Date, to the effect that:


          1. The statements contained in the Preliminary Official Statement (other than Permitted Omissions) and in the Official Statement on the cover page and in the sections entitled “INTRODUCTION,” “PLAN OF REFUNDING,” “DESCRIPTION OF THE SERIES 2021 BONDS” (other than the information concerning DTC and the book-entry system),“SECURITY FOR THE SERIES 2021 BONDS,” “NON-AD VALOREM REVENUES AVAILABLE FOR PAYMENTS PURSUANT TO INTERLOCAL AGREEMENT – General” (except the third paragraph thereunder), “TAX MATTERS,” “CONTINUING DISCLOSURE,” and “AUTHORIZATION OF AND CERTIFICATION CONCERNING OFFICIAL STATEMENT,” and in Appendix D to the Preliminary Official Statement and the Official Statement, insofar as such statements summarize certain provisions of the Bond Resolution and the Series 2021 Bonds and Legal Documents, and the statements contained in the section entitled “TAX MATTERS” and the form and content of such counsel’s opinion attached as Appendix F to the Preliminary Official Statement and the Official Statement, are correct as to matters of law and, to the extent indicated therein,

            accurate and fair statements or summaries of the matters set forth or documents referred to therein;


          2. The Series 2021 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) and the Bond Resolution is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”);


          3. The Official Statement has been duly authorized, executed and delivered by the Authority, and the Authority has consented to the use thereof by the Underwriters;


          4. The Legal Documents to which the Authority is a party have been duly authorized, executed and delivered by, and assuming the due authorization and delivery by the other parties thereto, constitute legal, valid and binding agreements of the Authority in accordance with their terms, except to the extent that the enforceability of the rights and remedies set forth therein may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity and the exercise of judicial discretion; and


          5. The Authority is authorized to and has lawfully pledged to the payment of the Series 2021 Bonds the Pledged Revenues as provided in the Bond Resolution.


        4. The opinion, dated the Closing Date and addressed to the Underwriters, from Bryant Miller Olive P.A., in its capacity as Disclosure Counsel to the Authority (“Disclosure Counsel”), to the effect that no facts have come to the attention of the attorneys in their firm rendering legal services in connection with this matter that cause them to believe that the Preliminary Official Statement as of its date or the Official Statement as of its date or as of the Closing Date, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, Disclosure Counsel does not assume responsibility for the accuracy, completeness, or fairness of the statements contained in the Preliminary Official Statement or the Official Statement (including any appendices, schedules, and exhibits thereto) nor does Disclosure Counsel express any belief with respect to any demographic, financial, statistical and operating data, and forecasts, projections, numbers, estimates, assumptions, and expressions of opinion, and information concerning DTC and the book-entry system for the Bonds;


        5. The opinion of Bryant Miller Olive P.A., in its capacity as counsel to the Authority (“Authority’s Counsel”), dated the date of the Closing and addressed to the Underwriters and Bond Counsel, in substantially the form attached hereto as Exhibit C.

        6. An opinion of the County Attorney or Deputy County Attorney, addressed to the County, Bond Counsel, the Authority and the Underwriters, and dated the date of the Closing, in substantially the form attached hereto as Exhibit B.


        7. The certificate of Regions Bank in its capacity as Paying Agent and Escrow Agent in form and substance satisfactory to the Underwriters.


        8. The opinion of Holland & Knight LLP, counsel to the Underwriters, dated the date of the Closing and addressed to the Underwriters, and covering such matters as the Representative may reasonably request;


        9. A certificate, which shall be true and correct at the time of Closing, signed by the Authority's Chairman or Executive Director, or such other officials satisfactory to the Underwriters, and in form and substance satisfactory to the Underwriters, to the effect that (a) the representations, warranties and covenants of the Authority contained herein are true and correct to the best of his or her knowledge and belief in all material respects and are complied with as of the time of Closing, and (b) the Authority's Chairman or Executive Director has no knowledge or reason to believe that the Official Statement as of its date, and as of the date of Closing, other than the information, if any, provided by the Underwriters and The Depository Trust Company, contains any untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading;


        10. A certificate, dated the Closing Date, signed by an authorized officer of the County Clerk's office, and in form and substance satisfactory to the Underwriters, to the effect that (a) the County has no knowledge or reason to believe that the section in the Official Statement entitled "NON-AD VALOREM REVENUES AVAILABLE FOR PAYMENTS PURSUANT TO INTERLOCAL AGREEMENT" as of the date of the Preliminary Official Statement, as of the date of the Official Statement, and as of the date of Closing, contains any untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Preliminary Official Statement or the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading, and (b) the County agrees to assist the Authority with its undertaking to provide continuing disclosure with respect to the above-referenced section.


        11. Certified copy of the Bond Resolution;


        12. Executed copies of each of the Legal Documents;


        13. A copy of the executed Interlocal Agreement as recorded in the County records;


        14. Evidence satisfactory to the Representative of the assignment of long-term ratings assigned to the Series 2021 Bonds by Moody’s Investor Services, Inc. (“Moody’s”) and Fitch Ratings (“Fitch”) to the effect that the Series 2021 Bonds have been assigned

          ratings of “      ” (                outlook) and “     ” (                outlook), respectively, which ratings shall be in effect as of the date of closing;


        15. A defeasance opinion and a no adverse effect opinion of Bond Counsel, relating to the Refunded Bonds.


        16. Report of The Arbitrage Group, Inc. verifying the accuracy of the arithmetical computations of the adequacy of the cash deposits on deposit with the Escrow Agent in the Escrow Fund to pay the principal of, and interest on the Refunded Bonds on the scheduled debt service and redemption dates.


        17. A Rule 15c2-12 Certificate pursuant to which the Authority “deemed final” the Preliminary Official Statement as of the date thereof, except for Permitted Omissions;


        18. A copy of the Blue Sky Survey with respect to the Series 2021 Bonds;


        19. A copy of the Authority’s executed Blanket Letter of Representations to The Depository Trust Company;


        20. Such additional legal opinions, certificates, proceedings, instruments and other documents as the Representative, counsel for the Underwriters or Bond Counsel may reasonably request to evidence compliance by the Authority with legal requirements, the truth and accuracy, as of the time of Closing, of the representations of the Authority herein contained and the due performance or satisfaction by the Authority at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Authority and all conditions precedent to the issuance of the Series 2021 Bonds pursuant to the Bond Resolution shall have been fulfilled.


      8. Termination. If the Authority shall be unable to satisfy the conditions of the Underwriters’ obligations contained in this Purchase Agreement or if the Underwriters’ obligations shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement may be cancelled by the Representative at, or at any time before, the time of the Closing. Notice of such cancellation shall be given by the Representative to the Authority in writing, or by telephone confirmed in writing. The performance by the Authority of any and all conditions contained in this Purchase Agreement for the benefit of the Underwriters may be waived by the Representative.


        1. The Underwriters shall also have the right, before the time of Closing, to cancel their obligations to purchase the Series 2021 Bonds, by written notice by the Representative to the Authority, if between the date hereof and the time of Closing:


          1. Any event or circumstance shall exist that, in the reasonable judgment of the Representative, either makes untrue or incorrect in any material respect any statement or information in the Official Statement (other than any statement provided by the Underwriters) or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the Authority refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented

            is to materially adversely affect the market price or marketability of the Series 2021 Bonds or the ability of the Underwriters to enforce contracts for the sale of the Series 2021 Bonds; or


          2. The market for the Series 2021 Bonds or the market prices of the Series 2021 Bonds or the ability of the Underwriters to enforce contracts for the sale of the Series 2021 Bonds shall have been materially and adversely affected, in the reasonable judgment of the Representative, by:


            1. The declaration of war or engagement in or escalation of military hostilities by the United States or the occurrence of any other international or national emergency or calamity or crisis or terrorism affecting the operation of the government of, or the financial community in, the United States; or


            2. The declaration of a general banking moratorium by federal, New York or Florida authorities; or


            3. The occurrence of a major financial crisis, a material disruption in commercial banking or securities settlement or clearance services, or a material disruption or deterioration in the fixed income or municipal securities market; or


            4. Additional material restrictions not in force or being enforced as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; or


            5. A general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction; or


            6. Since September 30, 2020, there shall have occurred any materially adverse change in the financial condition of the Authority that is not described or contemplated in the Official Statement.


          3. Legislation enacted, introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made by or on behalf of the Securities and Exchange Commission (the “SEC”), or any other governmental agency having jurisdiction of the subject matter shall have been made or issued to the effect that the Series 2021 Bonds or obligations of the general character of the Series 2021 Bonds are not exempt from registration under the 1933 Act, or that the Bond Resolution is not exempt from qualification under the Trust Indenture Act; or


          4. Any change in or particularly affecting the Authority, the Act, the Bond Resolution, the Legal Documents or the Pledged Revenues as the foregoing matters are described in the Official Statement, which in the reasonable judgment of the Representative materially

            impairs the investment quality of the Series 2021 Bonds that is not contemplated by the Official Statement; or


          5. An order, decree or injunction of any court of competent jurisdiction, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Series 2021 Bonds, or the issuance, offering or sale of the Series 2021 Bonds, including any or all underlying obligations, as contemplated hereby or by the Preliminary Official Statement or the Official Statement, is or would be in violation of any applicable law, rule or regulation, including (without limitation) any provision of applicable federal securities laws as amended and then in effect; or


          6. A stop order, ruling, regulation or official statement by the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made or any other event occurs, the effect of which is that the issuance, offering or sale of the Series 2021 Bonds, or the execution and delivery of any Legal Documents, as contemplated hereby or by the Preliminary Official Statement or the Official Statement, is or would be in violation of any applicable law, rule or regulation, including (without limitation) any provision of applicable federal securities laws, including the 1933 Act, the Securities Exchange Act of 1934 or the Trust Indenture Act, each as amended and as then in effect; or


          7. Any litigation shall be instituted or be pending on or before the Closing Date to restrain or enjoin the issuance, sale or delivery of the Series 2021 Bonds, or in any way contesting or affecting any authority for or the validity of the proceedings authorizing and approving the Act, the Bond Resolution, the Legal Documents or the existence or powers of the Authority with respect to its obligations under the Bond Resolution or any of the Legal Documents; or


          8. A reduction or withdrawal in any of the following assigned ratings, or, as of the Closing Date, the failure by any of the following rating agencies to assign the following ratings to the Series 2021 Bonds: “ ” ( outlook) and “ ” ( outlook) by Moody’s and Fitch, respectively.


      9. Amendments to Official Statement. During the period commencing on the Closing Date and the time when the Official Statement is available to any person from EMMA, but in no event less than twenty-five (25) days from the end of the underwriting period, the Authority shall advise the Representative if any event relating to or affecting the Official Statement shall occur as a result of which it may be necessary or appropriate to amend or supplement the Official Statement in order to make the Official Statement not misleading in light of the circumstances existing at the time it is delivered to a purchaser or “potential customer” (as defined for purposes of Rule 15c2- 12). Unless the Authority is otherwise informed in writing by the Representative on the date of Closing that the Underwriters retain directly, or as a member of an underwriting syndicate, an unsold balance of Series 2021 Bonds, the end of the underwriting period shall be the Closing Date, but in no event later than 10 days after the Closing. If any such event occurs prior to the end of the underwriting period and in the reasonable judgment of the Representative and the Authority, an amendment or supplement to the Official Statement is appropriate, the Authority shall, at its expense (unless such supplement or amendment is necessary because of information provided by the Underwriters), forthwith prepare and furnish to the Underwriters a reasonable number of copies

        of an amendment of or supplement to the Official Statement (in form and substance reasonably satisfactory to counsel for the Underwriters) that will amend or supplement the Official Statement so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser or “potential customer,” not misleading.


      10. Expenses. All expenses and costs of the Authority incident to the performance of its obligations in connection with the authorization, issuance and sale of the Series 2021 Bonds to the Underwriters, including, without limitation, the costs of printing (if applicable) or reproduction of the Series 2021 Bonds, the Legal Documents, the Preliminary Official Statement and the Official Statement in reasonable quantities, fees of consultants, fees of rating agencies, advertising expenses, fees and expenses of the Paying Agent and Escrow Agent and its counsel, fees and expenses of counsel to the Authority, Bond Counsel and Disclosure Counsel, shall be paid by the Authority from the proceeds of the Series 2021 Bonds or other revenues of the Authority. The Authority shall be solely responsible for and shall pay for any expenses incurred by the Underwriters on behalf of the Authority’s employees and representatives which are incidental to implementing this Purchase Agreement, including, but not limited to, transportation, lodging, and other miscellaneous incidental expenses of those employees and representatives (which may be included as an expense component of the Underwriters’ discount). All expenses and costs of the Underwriters incurred under or pursuant to this Purchase Agreement, including, without limitation, the cost of preparing this Purchase Agreement and other underwriter documents, travel expenses and the fees and expenses of counsel to the Underwriters, shall be paid by the Underwriters (which may be included as an expense component of the Underwriters’ discount).


      11. Use of Documents. The Authority hereby ratifies, confirms and approves the use and distribution by the Underwriters before the date hereof of the Preliminary Official Statement. The Authority hereby authorizes the Underwriters to use, in connection with the public offering and sale of the Series 2021 Bonds, the Official Statement, the Bond Resolution and the Legal Documents, and the information contained herein and therein.


      12. Qualification of Securities. The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Representative may reasonably request to qualify the Series 2021 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Representative may designate and to provide for the continuance of such qualification; provided, however, that the Authority will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any state or register as a broker/dealer.


      13. Notices. Any notice or other communication to be given to the Authority under this Purchase Agreement may be given by delivering the same in writing to the Chairperson, Manatee County Port Authority, 300 Tampa Bay Way, Suite 1, Palmetto, Florida 34221, Attention: Denise C. Stufflebeam, and any such notice or other communication to be given to the Underwriters may be given by delivering the same in writing to J. Michael Olliff, Managing Director, PNC Capital Markets LLC, 201 N. Franklin Street, Suite 1500, Tampa, FL 33602.

      14. Benefit. This Purchase Agreement is made solely for the benefit of the Authority and the Underwriters (including their successors or assigns) and no other person, partnership, association or corporation shall acquire or have any right hereunder or by virtue hereof. Except as otherwise expressly provided herein, all of the agreements and representations of the Authority contained in this Purchase Agreement and in any certificates delivered pursuant hereto shall remain operative and in full force and effect regardless of: (i) any investigation made by or on behalf of the Underwriters; (ii) delivery of and payment for the Series 2021 Bonds hereunder; or (iii) any termination of this Purchase Agreement, other than pursuant to Section 8.


      15. Governing Law. THIS PURCHASE AGREEMENT SHALL BE DEEMED TO BE A CONTRACT UNDER, AND FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO CHOICE OF LAW RULES.

      16. Counterparts. This Purchase Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart.


      Very truly yours,


      PNC CAPITAL MARKETS LLC

      as Representative


      By:                                                 

      J. Michael Olliff Managing Director


      [Authority’s signatures appear on next page]

      [Authority’s signature page for Bond Purchase Agreement dated                   , 2021, relating to Manatee County Port Authority, Florida Taxable Revenue Refunding Bonds, Series 2021]


      Accepted this        day of                 , 2021, by and on behalf of the Manatee County Port Authority, Florida, pursuant to the provisions of the Bond Resolution.


      MANATEE COUNTY PORT AUTHORITY, FLORIDA


      By:                                                                  

      Name: Title:


      ATTEST


      By:                                                       

      Name:

      Title:


      APPROVED AS TO FORM AND CORRECTNESS:


      By:                                                       

      Authority Attorney

      SCHEDULE I


      Maturity Dates, Principal Amounts, Interest Rates, Yields or Prices and Redemption Provisions


      Series 2021 Bonds


      Maturity

      (October 1)


      Principal Amount


      Interest Rate


      Yield


      Price


      Optional Redemption of Series 2021 Bonds.


      The Series 2021 Bonds maturing after April 1, 2031, shall be redeemable at the option of the Authority from any legally available source, in whole or in part, and if in part, any order of maturity selected by the Authority, and by lot within a maturity if less than an entire maturity is to be redeemed, on April 1, 2031, or at any time thereafter, at an initial redemption price of not greater than 100%, together with accrued interest to the date fixed for redemption. The Series 2021 Bonds may also be optionally redeemed prior to April 1, 2031 in the manner described below (the “Make- Whole Optional Redemption Provisions”).


      The Series 2021 Bonds of each maturity are subject to redemption at the option of the Authority pursuant to the Make-Whole Optional Redemption Provisions in whole or in part at any time at the redemption price that is the greater of (A) 100% of the principal amount of the Series 2021 Bonds to be redeemed and (B) the sum of the present value of the remaining scheduled

      payments of principal and interest to the maturity date of the Series 2021 Bonds to be redeemed, not including any portion of those payments of accrued unpaid interest as of the date on which the Series 2021 Bonds are to be redeemed, discounted to the date on which the Series 2021 Bonds are to be redeemed on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate (as defined below) plus basis points, plus, in each case, accrued and unpaid interest on the Series 2021 Bonds to be redeemed to but not including the redemption date.


      The redemption price of the Series 2021 Bonds to be redeemed pursuant to the Make- Whole Optional Redemption Provisions described above will be determined by the Calculation Agent. The Authority may conclusively rely on such determination of redemption price by such Calculation Agent and will not be liable for such reliance. If less than all of the Outstanding of the Series 2021 Bonds are redeemed pursuant to the Make-Whole Optional Redemption Provisions, such Series 2021 Bonds to be optionally redeemed shall be selected on a pro-rata pass- through distribution of principal basis in accordance with the procedures of The Depository Trust Company.


      “Treasury Rate” means, as of any redemption date for a Series 2021 Bond, (i) the time- weighted interpolated average yield to maturity, assuming a 360-day year consisting of twelve 30- day months, for a term equal to the Make Whole Period of the yields of the two U.S. Treasury nominal securities at “constant maturity” (as compiled and published in the Federal Reserve Statistical Release H.15 (519) that is publicly available not less than two (2) Business Days nor more than 45 calendar days prior to the redemption date (excluding inflation indexed securities) (or, if such Statistical Release is no longer published, any publicly available source of similar market data reasonably selected by the Paying Agent most nearly equal to the period from the redemption date to the maturity date of such Series 2021 Bond)) maturing immediately preceding and succeeding the Make Whole Period, or (ii) if the period from the redemption date to such maturity date is less than one year, the weekly average yield on actually traded U.S. Treasury Securities adjusted to a constant maturity of one year. The Treasury Rate will be determined by the Calculation Agent.


      “Calculation Agent” means an independent accounting firm, investment banking firm or financial advisor retained by the Authority and compensated by the Authority at the Authority’s expense to determine the redemption price of the Series 2021 Bonds to be redeemed pursuant to the Make-Whole Optional Redemption Provisions above.


      “Make Whole Period” means the period between the date of redemption of the Series 2021 Bonds to be redeemed pursuant to the Make-Whole Optional Redemption Provisions and the maturity date.

      EXHIBIT A


      DISCLOSURE AND TRUTH-IN-BONDING STATEMENT


                           , 2021


      Manatee County Port Authority 300 Tampa Bay Way, Suite 1

      Palmetto, Florida 34221


      Re: $                    Manatee County Port Authority, Florida

      Taxable Revenue Refunding Bonds, Series 2021 (the “Series 2021 Bonds”)


      Ladies and Gentlemen:


      In connection with the proposed issuance by the Manatee County Port Authority, Florida (the “Authority”) of the Series 2021 Bonds, PNC Capital Markets LLC (the “Representative”), acting on behalf of itself and Raymond James & Associates, Inc. (collectively, the “Underwriters”), has agreed to underwrite a public offering of the Series 2021 Bonds. Arrangements for underwriting the Series 2021 Bonds will include a Bond Purchase Agreement dated , 2021 (the “Purchase Agreement”) between the Authority and the Underwriters, which will embody the negotiations in respect thereof. The Authority is proposing to issue $ of its Series 2021 Bonds, the proceeds of which, together with other legally available moneys, will be used to (i) refund and defease all of the Authority’s outstanding Revenue Refunding Bonds, Series 2012A (Non-AMT) [maturing on and after October 1, 20 ] and its Revenue Refunding Bonds, Series 2012B (AMT) [maturing on and after October 1, 20 ] (collectively, the “Refunded Bonds”), (ii) making a deposit into the Series 2021 Debt Service Reserve Account, and (iii) pay the costs of issuing the Series 2021 Bonds. Terms used but not defined herein are defined in the Purchase Agreement.


      The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385, Florida Statutes, certain information in respect of the arrangement contemplated for the underwriting of the Series 2021 Bonds, as follows:


      1. The Series 2021 Bonds are expected to be repaid over a period of approximately years. At a true interest cost of %, per annum for the Series 2021 Bonds, total interest paid over the life of the Series 2021 Bonds will be $ .


      2. The source of repayment for the Series 2021 Bonds is the Pledged Revenues, more particularly described in the Preliminary Official Statement dated , 2021, relating to the Series 2021 Bonds. Authorizing the Series 2021 Bonds will result in an annual average of approximately $ of the Authority’s Pledged Revenues not being available to finance the other services of the Authority each year for approximately years.

      3. The nature and estimated amounts of expenses to be incurred by the Underwriters in connection with the purchase and reoffering of the Series 2021 Bonds are set forth in Schedule I attached hereto.


      4. There are no “finders,” as defined in Section 218.386, Florida Statutes, as amended, connected with the issuance of the Series 2021 Bonds.


      5. The underwriting spread (i.e., the difference between the price at which the Series 2021 Bonds will be initially offered to the public by the Underwriters and the price to be paid to the Authority for the Series 2021 Bonds) will be $ per

        $1,000, or $ for the Series 2021 Bonds.


      6. The Underwriters will charge a management fee of $0.00 per $1,000 bond.


      7. There is no fee, bonus or other compensation to be paid by the Underwriters in connection with the issuance of the Series 2021 Bonds to any person not regularly employed or retained by the Underwriters, except as specifically enumerated as expenses referred to in paragraph (c) above to be incurred by the Underwriters as set forth in Schedule I attached hereto.

      8. The names and addresses of the Underwriters are: PNC Capital Markets LLC

201 N. Franklin Street, Suite 1500

Tampa, Florida 33602


Raymond James & Associates, Inc. 880 Carillon Parkway

St. Petersburg, Florida 33716

We understand that you do not require any further disclosure from the Underwriters pursuant to Section 218.385, Florida Statutes, as amended.


PNC CAPITAL MARKETS LLC

as Representative of the Underwriters


By:                                                  

J. Michael Olliff Managing Director


Dated:          , 2021

SCHEDULE I UNDERWRITERS’ EXPENSES

Series 2021 Bonds



$/1,000

Amount

IPREO

$

$

CUSIP & Disclosure Fee



DTC Service Fee



Travel & Miscellaneous



Underwriters’ Counsel Fees & Expenses

                          

                            

Total

$

$

EXHIBIT B


FORM OF COUNTY ATTORNEY OPINION


                   , 2021


Manatee County Port Authority 300 Tampa Bay Way, Suite 1

Palmetto, Florida 34221


Board of County Commissioners of Manatee County, Florida 1112 Manatee Avenue West Bradenton, Florida 34205


PNC Capital Markets LLC

on behalf of itself and the several underwriters

named under that certain Bond Purchase Agreement dated

                   , 2021, with the Manatee County Port Authority


Greenberg Traurig, P.A. 777 South Flagler Drive Suite 300 East

West Palm Beach, Florida 33401


Regions Bank Jacksonville, Florida


Re: $                    Manatee County Port Authority Taxable Revenue Refunding Bonds, Series 2021


Ladies and Gentlemen:


I am County Attorney for Manatee County, Florida (the “County”), a political subdivision of the State of Florida. In connection with the issuance and sale by the Manatee County Port Authority (the “Authority”) of its $ in aggregate principal amount of Taxable Revenue Refunding Bonds, Series 2021 (the “Bonds”), I or one of my Deputies have participated in various proceedings in connection therewith.

I am of the opinion that:

  1. The County is a political subdivision of the State of Florida, duly organized and validly existing and has full legal right, power and authority to adopt and perform its obligations under that certain Interlocal Agreement dated October 18, 2012 (the “Interlocal Agreement”), by and between the County and the Authority.

  2. The County has duly authorized, executed and delivered the Interlocal Agreement, and assuming the due authorization, execution and delivery of the Agreement by the Authority, such instrument constitutes the legal, binding and valid obligation of the County, enforceable in accordance with its terms; provided, however, the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity and the exercise of judicial discretion.

  3. The Interlocal Agreement provides that the Bonds are secured by a covenant to budget and appropriate Non-Ad Valorem Revenues (as defined therein) for deficiencies in the 2021 Debt Service Reserve Account (as such term is defined in Resolution PA-21-003 of the Authority).

  4. Except with respect to any anti-dilution calculation to which I express no opinion, the authorization, execution and delivery of the Interlocal Agreement, and compliance with the provisions thereof, will not conflict with, or constitute a breach of or default under, any law, administrative regulation, consent, decree, ordinance, resolution or any agreement or other instrument to which the County is subject.

  5. All approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the County of its obligations under the Interlocal Agreement have been obtained and are in full force and effect and all conditions thereof have been complied with, and no other action by, and no notice to or filing with, any governmental authority, regulatory body or any other entity is required for the execution, delivery or performance of the Interlocal Agreement.

  6. To my knowledge after due inquiry, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best of my knowledge, threatened against the County affecting or contesting the validity or enforceability of the Interlocal Agreement in any respect.

Notwithstanding the foregoing, I do not pass upon, or express any opinion regarding, the issuance of the Bonds by the Authority or the applicability of any approvals, consents and orders as may be required under the Blue Sky or securities laws or legal investment laws of any state in connection with the offering and sale of the Bonds or in connection with the registration of the Bonds under the federal securities laws.

The only opinions rendered hereby shall be those expressly stated as such herein, and no opinion shall be implied or inferred as a result of anything omitted here from.

This letter is furnished by me solely in my capacity as County Attorney for Manatee County, Florida, and is solely for your benefit and may not be relied upon by any other person without my express written consent.

Very truly yours,


By:                                                                              Name:

Title:

EXHIBIT C


FORM OF AUTHORITY COUNSEL OPINION


Manatee County Port Authority Palmetto, Florida


PNC Capital Markets, LLC On Behalf of Itself and

Raymond James & Associates, Inc. Tampa, Florida


MANATEE COUNTY PORT AUTHORITY TAXABLE REVENUE REFUNDING BONDS, SERIES 2021


Ladies and Gentlemen:


This firm serves as general counsel to the Manatee County Port Authority (the “Authority”) and as such certain attorneys in our Tampa office are familiar with the actions taken by the Authority in connection with the issuance and sale by the Authority of its Taxable Revenue Refunding Bonds, Series 2021 (the “Series 2021 Bonds”) and the execution and delivery of the Bond Purchase Agreement dated _                          , 2021, between the Authority and PNC Capital Markets, LLC acting on behalf of itself and Raymond James & Associates, Inc. (collectively the “Underwriters”) (the “Purchase Agreement”). The Purchase Agreement has been authorized pursuant to Resolution No. PA-21-005, adopted by the Authority on February 23, 2021 (the “Resolution”). The Resolution also authorizes the negotiated sale of $40,000,000 in aggregate principal amount of the Series 2021 Bonds for the purposes set forth in the Resolution which authorizes the Authority to issue revenue bonds from time to time to finance and refinance port facilities. All capitalized words and terms not otherwise defined herein shall have the meaning set forth in the Purchase Agreement.


We have examined all proceedings of the Authority in connection with the authorization, issuance and sale of the Series 2021 Bonds and the execution and delivery of the Legal Documents, including the Resolution. We have also made such investigations and examined such other resolutions, certificates, documents, public records, and proceedings we have deemed relevant and necessary in rendering the opinions expressed below.


Based on the foregoing, we are of the opinion that:


  1. The Authority is a public body politic and corporate, duly organized and validly existing under the Constitution and laws of the State of Florida, and has full legal right, power and authority to adopt and perform its obligations under the Resolution (including the Disclosure Undertaking), and to authorize, execute and deliver and to perform its obligations under the Legal Documents.


  2. The Authority has duly adopted the Resolution, and has duly authorized, executed and delivered the Legal Documents, and assuming the due authorization, execution and delivery of the Legal Documents by the other parties thereto, the Legal Documents and the Resolution each constitute legal, binding and valid obligations of the Authority, enforceable in accordance with the terms thereof, subject to the provisions of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity and the exercise of judicial discretion.


  3. With respect to the information in the Preliminary Official Statement and the Official Statement and based upon our participation in the preparation of the Preliminary Official Statement and the Official Statement as Authority Counsel and without having undertaken to determine independently the accuracy or completeness of the contents of the Preliminary Official Statement and the Official Statement, we have no reason to believe that (except for the financial and statistical data contained therein and except for information provided by The Depository Trust Company, as to which no view is expressed) the Preliminary Official Statement contained as of its date, and the Official Statement contains, any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.


  4. The use of the Preliminary Official Statement by the Underwriters for the purpose of offering the Series 2021 Bonds has been duly authorized or ratified by the Authority.


  5. The Official Statement has been duly authorized, executed and delivered by the Authority, and the Authority has consented to the use and distribution thereof by the Underwriters.


  6. The adoption of the Resolution, the authorization, issuance and sale of the Series 2021 Bonds, and the authorization, execution and delivery of the Legal Documents, and compliance with the provisions thereof, will not conflict with, or constitute a material breach of or material default under, any law, administrative rule or regulation, or to our knowledge after due inquiry, any judgement, consent decree, ordinance, resolution or any agreement or other instrument to which the Authority is subject, nor will such adoption, issuance, sale, execution, delivery, authorization or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority, or under the terms of any law, administrative regulation, ordinance, resolution or instrument, except as expressly provided by the Resolution.


  7. All approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would currently constitute a condition precedent to the performance by the Authority of its obligation hereunder and under the Resolution have been obtained and are in full force and effect.

  8. The Authority is lawfully empowered to pledge and grant a lien on the Pledged Revenues as provided in the Resolution for payment of the principal of, and interest on, the Series 2021 Bonds.


  9. Except as disclosed in the Official Statement, to our knowledge after due inquiry, as of the date of this opinion, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best of our knowledge, threatened against the Authority, affecting the existence of the Authority or the titles of its officers to their respective offices, affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Series 2021 Bonds, the execution, delivery or performance of the Legal Documents, or the collection or pledge of the Pledged Revenues to pay the principal of, and interest on the Series 2021 Bonds, or contesting or affecting as to the Authority the validity or enforceability of applicable Florida law in any respect relating to authorization for the issuance and sale of the Series 2021 Bonds, the adoption of the Resolution, the execution, delivery and performance of the Legal Documents, or contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplements or amendments thereto, or contesting the powers of the Authority or any authority for the issuance of Series 2021 Bonds, the adoption of the Resolution, or the execution and delivery by the Authority of the Legal Documents; notwithstanding the foregoing, we are not passing upon the applicability of any approvals, consents and orders as may be required under “blue sky” or securities laws or legal investment laws of any state in connection with the offering and sale of the Series 2021 Bonds or in connection with the registration of the Series 2021 Bonds or the qualification of the Resolution under federal securities laws.


This firm is admitted to practice law in the State of Florida. The opinions expressed herein are based solely upon the laws of the State of Florida and the United States of America. We express no opinion as to the laws of any other state. The foregoing opinions are subject to the effect of, and restrictions and limitations imposed by or resulting from bankruptcy, insolvency, debt adjustment, moratorium, reorganization or other similar laws affecting creditors’ rights and judicial discretion and the valid exercise of the sovereign police powers of the State of Florida and the United States of America.


Sincerely,


Jennifer Cowan, Esq.


Cc: Carlos Buqueras, Executive Director

Denise Stufflebeam, Senior Director Business Administration and Finance Angelina “Angel” Colonnesso, Clerk of Circuit Court

PRELIMINARY OFFICIAL STATEMENT DATED                                      , 2021


NEW ISSUE-FULL BOOK-ENTRY See "RATINGS" herein


INTEREST ON THE SERIES 2021 BONDS IS NOT EXCLUDABLE FROM GROSS INCOME FOR

FEDERAL INCOME TAX PURPOSES. See "TAX MATTERS" for a description of certain other tax consequences of ownership of the Series 2021 Bonds. Bond Counsel is of the opinion that the Series 2021 Bonds and the income thereon are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined in said Chapter 220. See "TAX MATTERS" herein.


$              *

MANATEE COUNTY PORT AUTHORITY (FLORIDA)

Taxable Revenue Refunding Bonds, Series 2021


Dated: Date of Delivery Due: October 1, as shown on the inside cover


The Taxable Revenue Refunding Bonds, Series 2021 (the "Series 2021 Bonds") are being issued by the Manatee County Port Authority (the "Authority") as fully registered bonds in the name of Cede & Co., as Series 2021 Bondholder and securities depository nominee of The Depository Trust Company ("DTC"), New York, New York. Individual purchases will be made in book-entry form only through Participants (as defined herein) in the denomination of $5,000 or any integral multiple thereof. Interest on the Series 2021 Bonds is payable on October 1, 2021, and semiannually on each April 1 and October 1 thereafter. Payments of principal of and interest on the Series 2021 Bonds will be made to the purchasers by DTC through Participants and Indirect Participants (as defined herein). Regions Bank, Jacksonville, Florida will serve as Paying Agent and Registrar for the Series 2021 Bonds. See "DESCRIPTION OF THE SERIES 2021 BONDS - Book-Entry Only System" herein.


The Series 2021 Bonds are being issued pursuant to the authority of the Constitution and laws of the State of Florida, including Chapter 315, Florida Statutes, as amended and supplemented, Chapter 67-1681, Laws of Florida, as codified pursuant to Chapter 2003-351, and other applicable provisions of law, and Resolution No. PA-12-17 adopted by the Authority on October 18, as amended and supplemented, as particularly supplemented by Resolution No. PA-21-05 of the Authority, adopted on February 23, 2021 (collectively, the "Resolution").


The Series 2021 Bonds are subject to redemption prior to maturity, as set forth herein. See "DESCRIPTION OF THE SERIES 2021 BONDS" herein.


The Series 2021 Bonds are being issued, together with other legally available monies of the Authority, for the purpose of (i) paying and defeasing all of the Authority's outstanding Revenue Refunding Bonds, Series 2012A (Non-AMT) and its Revenue Refunding Bonds, Series 2012B (AMT), (ii) making a deposit into the Series 2021 Debt Service Reserve Account, and (iii) paying the cost of issuing the Series 2021 Bonds. See "PLAN OF REFUNDING" herein.


The principal and interest on the Series 2021 Bonds will be payable from and secured by a pledge of and lien on the Pledged Revenues which consists of Net Revenues, with respect to any Series of Bonds issued under the Resolution, and the Non-Ad Valorem Revenues (as defined herein) deposited by the

County pursuant to an Interlocal Agreement dated October 18, 2012 between Manatee County, Florida (the "County") and the Authority (the "Interlocal Agreement"), in an amount sufficient to cure any Reserve Account Deficiency whenever the Net Revenues are insufficient for such purpose and, with respect to all Series of Bonds issued thereunder, investment income received from the investment of moneys in the funds and accounts created and established under the Resolution, and any other moneys deposited in the Sinking Fund or received by the Paying Agent for the payment of the Bonds on parity and equal status with any pari passu additional bonds hereafter issued under the Resolution. See "SECURITY FOR THE BONDS" and "NON-AD VALOREM REVENUES AVAILABLE FOR PAYMENTS PURSUANT TO INTERLOCAL

AGREEMENT" herein for more information.


THE SERIES 2021 BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM AND SECURED ONLY BY THE PLEDGED REVENUES, AS MORE SPECIFICALLY DESCRIBED IN THE RESOLUTION. THE SERIES 2021 BONDS SHALL NOT BE OR CONSTITUTE AN INDEBTEDNESS OF THE AUTHORITY OR THE COUNTY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR OTHER LIMITATIONS OF INDEBTEDNESS, BUT SHALL BE PAYABLE SOLELY FROM A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES. NO OWNER OF THE SERIES 2021 BONDS SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE AUTHORITY, THE COUNTY, THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF, TO PAY THE PRINCIPAL OF OR INTEREST ON THE SERIES 2021 BONDS FROM ANY MONEYS OF THE AUTHORITY OR THE COUNTY EXCEPT IN THE MANNER PROVIDED IN THE RESOLUTION.


For Maturities, Principal Amounts, Interest Rates, Yields, Prices and Initial CUSIP Numbers, see the inside front cover.


This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read this entire Official Statement to obtain information essential to the making of an informed investment decision. See "RISK FACTORS" herein for a discussion of certain factors that should be considered by prospective purchasers of the Series 2021 Bonds.


The Series 2021 Bonds are offered when, as and if issued and received by the Underwriters, subject to the approval as to legality by Greenberg Traurig, P.A., West Palm Beach, Florida, Bond Counsel to the Authority. Certain legal matters will be passed upon for the Authority by Bryant Miller Olive P.A., Tampa, Florida, for the County by the Office of the County Attorney, and of Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel to the Authority. Holland & Knight LLP, Tampa, Florida, is serving as Counsel to the Underwriters. Public Resources Advisory Group, Inc., St. Petersburg, Florida is acting as Financial Advisor to the Authority. It is expected that the Series 2021 Bonds in book-entry only form will be available through the facilities of DTC for delivery in New York, New York, on or about , 2021.


PNC CAPITAL MARKETS LLC RAYMOND JAMES

Dated: , 2021


image

*Preliminary, subject to change.

$              *

MANATEE COUNTY PORT AUTHORITY

Taxable Revenue Refunding Bonds, Series 2021


MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS


$          * Serial Bonds


Maturity

(October 1)*

Principal

Amount*

Interest

Rate


Yield


Price

Initial CUSIP

Numbers**


$     *  % Term Bonds due on October 1,       * -- Yield       %, Price      , Initial CUSIP Number       **


image

* Preliminary, subject to change.

** CUSIP is a registered trademark of the American Bankers Association. CUSIP data contained herein is provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The Authority is not responsible for the use of CUSIP numbers, nor is a representation made as to their correctness. The CUSIP numbers are included solely for the convenience of the readers of this Official Statement.

RED HERRING LANGUAGE:


This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2021 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The Authority has deemed this Preliminary Official Statement "final," except for certain permitted omissions, within the contemplation of Rule 15c2-12 promulgated by the Securities and Exchange Commission.

MANATEE COUNTY PORT AUTHORITY AUTHORITY MEMBERS


Reggie Bellamy, Chairman


Misty Servia, First Vice Chairwoman James Satcher, Second Vice Chairman Carol Whitmore, Third Vice Chairwoman Vanessa Baugh, Member

George Kruse, Member Kevin Van Ostenbridge, Member


CLERK OF THE CIRCUIT COURT AND COMPTROLLER

Angelina "Angel" Colonneso


EXECUTIVE DIRECTOR

Carlos Buqueras


FINANCE DIRECTOR

Kathy Cremaschi, CPA


SENIOR DIRECTOR OF BUSINESS ADMINISTRATION & FINANCE

Denise C. Stufflebeam


AUTHORITY ATTORNEY

Bryant Miller Olive P.A.


COUNTY ATTORNEY

William E. Clague, Esq.


FINANCIAL ADVISOR

Public Resources Advisory Group, Inc.


BOND COUNSEL

Greenberg Traurig, P.A.


DISCLOSURE COUNSEL

Bryant Miller Olive P.A.

No dealer, broker, salesman or other person has been authorized by the Manatee County Port Authority (the "Authority") to give any information or to make any representations in connection with the Series 2021 Bonds other than as contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the Authority. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2021 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the Authority, Manatee County, Florida and DTC and other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness, and is not to be construed as a representation by the Authority with respect to any information provided by others.


The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with and as part of their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made hereunder shall create under any circumstances, any implication that there has been no change in the matters described herein since the date hereof.


All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the Series 2021 Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements.


NO REGISTRATION STATEMENT RELATING TO THE SERIES 2021 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR WITH ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE AUTHORITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2021 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.


CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS OFFICIAL STATEMENT CONSTITUTE "FORWARD LOOKING STATEMENTS." SUCH STATEMENTS GENERALLY ARE IDENTIFIABLE BY THE TERMINOLOGY USED, SUCH AS "PLAN," "EXPECT," "ESTIMATE," "BUDGET" OR OTHER SIMILAR WORDS. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD LOOKING STATEMENTS. THE AUTHORITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR, SUBJECT TO ANY CONTRACTUAL OR LEGAL RESPONSIBILITIES TO THE CONTRARY.

TABLE OF CONTENTS


Page


INTRODUCTION 1

PLAN OF REFUNDING 1

DESCRIPTION OF THE SERIES 2021 BONDS 2

General 2

Optional Redemption 3

Make Whole Optional Redemption 3

Mandatory Redemption 4

Notice of Redemption 4

Book-Entry Only System 5

Negotiability, Registration and Cancellation 7

Bonds Mutilated, Destroyed, Stolen or Lost 8

SECURITY FOR THE SERIES 2021 BONDS 9

Limited Obligations 9

Pledged Revenues 9

Funds and Accounts 10

Series 2021 Debt Service Reserve Account 11

Disposition of Port Revenues and Non-Ad Valorem Revenues 12

Interlocal Agreement 14

Rate Covenant 16

Additional Bonds 16

Sale of the Port and/or Port Facilities 18

No Free Service 19

Enforcement of Collections 20

SOURCES AND USES OF FUNDS FOR THE SERIES 2021 BONDS 21

DEBT SERVICE SCHEDULE FOR SERIES 2021 BONDS 22

MANATEE COUNTY PORT AUTHORITY 23

The Authority 23

Location 23

Port Facilities 23

Management of Authority 24

Competing Port Facilities 26

Insurance 26

Long-Term Subordinated Debt 26

Capital Improvement Program and Funding Sources 27

PORT OPERATIONS 27

Description of Major Tenants and Users 27

Lease Revenues 28

Analysis of Cargo Tonnage, Mix and Volume 29

Historical Financial Operations 30

HISTORICAL COVERAGE OF PROJECTED MAXIMUM ANNUAL DEBT 34

NON-AD VALOREM REVENUES AVAILABLE FOR PAYMENTS PURSUANT TO INTERLOCAL AGREEMENT 34

General 34

Local Government Half-Cent Sales Tax 35

Guaranteed Entitlement 38

Communications Services Tax 39

Other Non-Ad Valorem Revenues 40

RISK FACTORS 44

Absence of Feasibility Study 44

Labor Relations 44

Competition 44

Bankruptcy/Enforceability of Remedies 45

Force Majeure; Climate Change; Hurricanes 45

Regulation 46

Environmental Hazards 47

COVID-19 47

Cybersecurity 48

Termination or Expiration of Material Contracts 48

Decreased Demand for Petroleum Products 48

Uncertainties of Cargo Volume 49

Maritime Security Risks 49

LITIGATION 49

FINANCIAL STATEMENTS 50

LEGAL MATTERS 50

TAX MATTERS 51

General 51

Certain U.S. Federal Income Tax Consequences to U.S. Owners 52

Certain U.S. Federal Income Tax Consequences to Non-U.S. Owners 52

CONTINUING DISCLOSURE 54

DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 57

VERIFICATION 57

RATINGS 58

FINANCIAL ADVISOR 58

UNDERWRITING 58

CONTINGENT FEES 58

MISCELLANEOUS 59

AUTHORIZATION OF AND CERTIFICATION CONCERNING OFFICIAL STATEMENT 60

APPENDIX A GENERAL INFORMATION REGARDING MANATEE COUNTY

APPENDIX B AUDITED FINANCIAL STATEMENTS OF THE AUTHORITY FOR FISCAL YEAR ENDED SEPTEMBER 30, 2020 AND 2019

APPENDIX C AUDITED FINANCIAL STATEMENTS OF THE COUNTY FOR FISCAL YEAR ENDED SEPTEMBER 30, 2020

APPENDIX D SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION APPENDIX E COPY OF INTERLOCAL AGREEMENT

APPENDIX F PROPOSED FORM OF OPINION OF BOND COUNSEL

OFFICIAL STATEMENT

Relating To


$             *

MANATEE COUNTY PORT AUTHORITY

Taxable Revenue Refunding Bonds, Series 2021


INTRODUCTION


The purpose of this Official Statement, which includes the cover page and appendices attached hereto, is to provide information concerning the Manatee County Port Authority (the "Authority") and its

$ * Taxable Revenue Refunding Bonds, Series 2021 (the "Series 2021 Bonds"). The Series 2021 Bonds are to be issued pursuant to the authority of the Constitution and laws of the State of Florida, including Chapter 315, Florida Statutes, as amended and supplemented, Chapter 67-1681, Laws of Florida, as codified pursuant to Chapter 2003-351, and other applicable provisions of law (collectively, the "Act"), and Resolution No. PA-12-17 of the Authority adopted on October 18, 2012, as amended and supplemented, as particularly supplemented by Resolution No. PA-21-05 of the Authority, adopted on February 23, 2021 (collectively, the "Resolution"). See "APPENDIX D" attached hereto for a summary of certain provisions of the Resolution.


The Series 2021 Bonds are being issued, together with other legally available monies of the Authority, for the purpose of (i) paying and defeasing all of the Authority's outstanding Revenue Refunding Bonds, Series 2012A (Non-AMT) (the "Refunded 2012A Bonds") and its Revenue Refunding Bonds, Series 2012B (AMT) (the "Refunded 2012B Bonds" and together with the Refunded 2012A Bonds, the "Refunded Bonds"), (ii) making a deposit into the Series 2021 Debt Service Reserve Account and (iii) paying the cost of issuing the Series 2021 Bonds. See "PLAN OF REFUNDING" herein.


The Series 2021 Bonds will be payable solely from and secured by a lien upon and pledge of the Pledged Revenues (as described herein) on parity with any additional obligations issued under the Resolution (collectively, the "Bonds"). See "SECURITY FOR THE BONDS" herein. See "PLAN OF REFUNDING" herein.


The references, excerpts and summaries of all documents referred to herein do not purport to be complete statements of the provisions of such documents, and reference is made to any such documents for full and complete statements of all matters relating to the Series 2021 Bonds, the security for the payment of the Series 2021 Bonds and the rights and obligations of the owners thereof. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of such estimates will be realized. All capitalized words and terms not otherwise defined herein shall have the meaning set forth in the Resolution. See "APPENDIX D" attached hereto.


PLAN OF REFUNDING


The Authority has determined that it is in its best economic interests to provide for payment and defeasance of the Refunded Bonds. Provision for payment will be accomplished through the issuance of


image

*Preliminary, subject to change.

the Series 2021 Bonds and the use of a portion of the proceeds thereof, together with other legally available funds, to refund the Refunded Bonds. The callable Refunded Bonds will be redeemed prior to maturity on October 1, 2022 at a redemption price equal to one hundred percent of the outstanding principal amount thereof, plus accrued interest to such redemption date.


Upon delivery of the Series 2021 Bonds, Regions Bank, Jacksonville, Florida, as escrow agent (the "Escrow Agent"), will enter into an Escrow Deposit Agreement (the "Escrow Agreement") with the Authority relating to the Refunded Bonds. The Escrow Agreement will create an irrevocable escrow deposit trust fund (the "Escrow Fund") which will be held by the Escrow Agent, and the money and securities held in the Escrow Fund will to be applied to the payment of the principal of and interest on the respective series of Refunded Bonds, as the same become due and payable and at redemption prior to maturity. The refunding will be accomplished through the issuance of the Series 2021 Bonds and the deposit of a portion of the proceeds thereof, together with other legally available moneys, into the Escrow Fund. Substantially all of such money is expected to be invested in Defeasance Obligations. The maturing principal amount of and interest on the Defeasance Obligations and any cash held in the Escrow Fund is expected to be sufficient to pay the principal of and interest on the Refunded Bonds, and will be pledged solely for the benefit of the holders of the Refunded Bonds, and will not be available for payment of debt service on the Series 2021 Bonds.


The principal and interest on the Defeasance Obligations and uninvested cash on deposit in the Escrow Fund will be sufficient to pay the principal of and interest on the Refunded Bonds to their maturity date or redemption date, as applicable, according to schedules verified by The Arbitrage Group, Inc. See "VERIFICATION" herein.


In reliance upon the above-referenced schedules and verification, at the time of delivery of the Series 2021 Bonds, Bond Counsel will deliver an opinion to the Authority to the effect that the Refunded Bonds shall no longer be deemed to be Outstanding for the purposes of the Resolution and all liability of the Authority with respect to such Refunded Bonds shall cease, terminate and be completely discharged and extinguished, and the holders thereof shall be entitled to payment solely out of the moneys and securities deposited in the Escrow Fund pursuant to the Escrow Agreement.


DESCRIPTION OF THE SERIES 2021 BONDS


General


The Series 2021 Bonds will be dated the date of delivery, and will mature on October 1 in the years, and in the amounts and bear interest at the rates set forth on the inside cover page hereof. The Series 2021 Bonds will be issued as fully registered bonds in book-entry only form, in the denomination of $5,000 and integral multiples thereof; and, when issued, will be registered in the name of Cede & Co., as nominee of DTC.


Purchases of beneficial interests in the Series 2021 Bonds will be made in book-entry only form (without certificates) solely through Participants and Indirect Participants, as described herein.


Interest on the Series 2021 Bonds (first payment due October 1, 2021, and semiannually on each April 1 and October 1 thereafter) (each an "Interest Payment Date") will be payable by Regions Bank, having its designated corporate trust office in Jacksonville, Florida, as paying agent (the "Paying Agent"), mailed to the registered owner, as shown on the registration books of the Authority maintained by Regions Bank,

as bond registrar (the "Registrar"), on the fifteenth (15th) day of the month prior to each Interest Payment Date. The principal of the Series 2021 Bonds is payable at maturity or redemption to the registered owner at the designated corporate trust office of the Paying Agent.


So long as the Series 2021 Bonds shall be in book-entry only form, the principal and interest on the Series 2021 Bonds are payable by check or draft mailed or delivered to Cede & Co. as registered owner thereof by the Paying Agent and will be redistributed by The Depository Trust Company ("DTC") and the Participants; provided, however, that payment of interest on the Series 2021 Bonds may, at the option of any owner in an aggregate principal amount of at least $1,000,000 of Series 2021 Bonds, be transmitted by wire transfer to such owner to a bank account number on file with the Paying Agent. See the subheading "- Book-Entry Only System" below.


Optional Redemption


The Series 2021 Bonds maturing after April 1, 2031 may, at the option of the Authority, be called for redemption prior to maturity from any legally available source, in whole or in part, and if in part, any order of maturity selected by the Authority, and by lot within a maturity if less than an entire maturity is to be redeemed, on April 1, 2031 or at any time thereafter, at a redemption price equal to 100%, together with accrued interest to the date fixed for redemption.


Make Whole Optional Redemption


Prior to April 1, 2031, the Series 2021 Bonds of each maturity are subject to redemption at the option of the Authority in whole or in part at any time at the redemption price that is the greater of (A) 100% of the principal amount of the Series 2021 Bonds to be redeemed and (B) the sum of the present value of the remaining scheduled payments of principal and interest to the maturity date of the Series 2021 Bonds to be redeemed, not including any portion of those payments of accrued and unpaid interest as of the date on which the Series 2021 Bonds are to be redeemed, discounted to the date on which the Series 2021 Bonds are to be redeemed on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, plus basis points, plus, in each case, accrued and unpaid interest on the Series 2021 Bonds to be redeemed to but not including the redemption date.


The redemption price of the Series 2021 Bonds to be redeemed pursuant to the Make Whole Optional Redemption Provision described above will be determined by the Calculation Agent. The Authority may conclusively rely on such determination of redemption price by such Calculation Agent and will not be liable for such reliance. If less than all of the Outstanding of the Series 2021 Bonds are redeemed pursuant to the Make-Whole Optional Redemption Provisions, such Series 2021 Bonds to be optionally redeemed shall be selected on a pro-rata pass-through distribution of principal basis in accordance with the procedures of DTC.


"Calculation Agent" means an independent accounting firm, investment banking firm or financial advisor retained by the Authority and compensated by the Authority at the Authority’s expense to determine the redemption price of the Series 2021 Bonds to be redeemed pursuant to the Make Whole Optional Redemption Provisions.


"Make Whole Period" means the period between the date of redemption of the Series 2021 Bonds to be redeemed pursuant to the Make Whole Optional Redemption Provisions and the maturity date.

"Treasury Rate" means, as of any redemption date for a Series 2021 Bond, (i) the time-weighted interpolated average yield to maturity, assuming a 360-day year consisting of twelve 30-day months, for a term equal to the Make Whole Period of the yields of the two U.S. Treasury nominal securities at “constant maturity” (as compiled and published in the Federal Reserve Statistical Release H.15 (519) that is publicly available not less than two (2) Business Days nor more than 45 calendar days prior to the redemption date (excluding inflation indexed securities) (or, if such Statistical Release is no longer published, any publicly available source of similar market data reasonably selected by the Paying Agent most nearly equal to the period from the redemption date to the maturity date of such Series 2021 Bond)) maturing immediately preceding and succeeding the Make Whole Period or (ii) if the period from the redemption date to such maturity date is less than one year, the weekly average yield on actually traded U.S. Treasury Securities adjusted to a constant maturity of one year. The Treasury Rate will be determined by the Calculation Agent.


Mandatory Redemption


The Series 2021 Bonds maturing on October 1, are subject to mandatory sinking fund redemption, in part by lot, prior to maturity, on October 1, , and on October 1 of each year thereafter, at a price of par plus accrued interest to the date of redemption, in the years and amounts as follows:



Year

Principal

Amount


$

*



image

*Final Maturity


Notice of Redemption


Notice of redemption of the Series 2021 Bonds shall be mailed, postage prepaid, by the Registrar not less than thirty (30) days before the date fixed for redemption to the registered owners of any Series 2021 Bonds or portions of Series 2021 Bonds which are to be redeemed, at their addresses as they appear on the registration books kept by the Registrar fifteen (15) days prior to the date such notice is mailed. Any notice of optional redemption may state that such notice is conditional and that if the conditions for redemption are not satisfied (including the availability of funds) the Series 2021 Bonds shall not be optionally redeemed on the redemption date set forth in the notice of redemption. As described below under the subheading "Book-Entry Only System," for so long as the Series 2021 Bonds are registered in the name of DTC or its nominee, notice of redemption of any Series 2021 Bond will be given by the Paying Agent to DTC or such nominee only, who will then be solely responsible for selecting and notifying those Participants and Beneficial Owners (as defined herein) to be affected by such redemption. Failure of the registered owner of any Series 2021 Bonds that are redeemed to receive any such notice of redemption shall not affect the validity of the proceedings for the redemption of Series 2021 Bonds for which proper notice has been given. All Series 2021 Bonds called for redemption will cease to bear interest after the specified redemption date if payment of the redemption price has been duly made or provided for.

Book-Entry Only System


THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK-ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE AUTHORITY BELIEVES TO BE RELIABLE. THE AUTHORITY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF.


SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2021 BONDS, AS NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2021 BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2021 BONDS SHALL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2021 BONDS. THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2021 BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE SERIES 2021 BONDS TO DTC PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2021 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2021 BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2021 BONDS IS BASED SOLELY ON INFORMATION FURNISHED BY DTC. ACCORDINGLY, THE AUTHORITY NEITHER MAKES NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS.


DTC will act as securities depository for the Series 2021 Bonds. The Series 2021 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2021 Bond certificate will be issued for each maturity of the Series 2021 Bonds as set forth in the inside cover of this Official Statement in the aggregate principal amount thereof, and will be deposited with DTC.


DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Direct Participants and the Indirect Participants are collectively referred to herein as the "DTC Participants." DTC has an S&P Global Ratings ("S&P") rating of AA+. The DTC Rules applicable to its DTC Participants are on file with the Securities and Exchange Commission (the "SEC"). More information about DTC can be found at www.dtcc.com.

Purchases of Series 2021 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2021 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2021 Bondholder ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2021 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2021 Bonds, except in the event that use of the book-entry system for the Series 2021 Bonds is discontinued.


To facilitate subsequent transfers, all Series 2021 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2021 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2021 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2021 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.


Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2021 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2021 Bonds, such as redemptions, tenders*, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of Series 2021 Bonds may wish to ascertain that the nominee holding the Series 2021 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them.


Redemption notices shall be sent to DTC. If less than all of the Series 2021 Bonds within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.


Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2021 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2021 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).


Redemption proceeds and distributions on the Series 2021 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from


image

*Not applicable to the Series 2021 Bonds.

the Authority or the Paying Agent, on the payment date in accordance with their respective holdings shown on DTC's records. Payments by DTC Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such DTC Participant and not of DTC, the Paying Agent, or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and distributions to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority and/or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.


DTC may discontinue providing its services as depository with respect to the Series 2021 Bonds at any time by giving reasonable notice to the Authority or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, the Series 2021 Bond certificates are required to be printed and delivered.


The Authority may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Series 2021 Bond certificates will be printed and delivered to DTC.


Negotiability, Registration and Cancellation


So long as the Series 2021 Bonds are registered in the name of DTC or its nominee, the following paragraphs relating to registration, transfer and exchange of Series 2021 Bonds do not apply to the Series 2021 Bonds.


At the option of the registered Holder thereof and upon surrender thereof at the designated corporate trust office of the Registrar with a written instrument of transfer satisfactory to the Registrar duly executed by the registered Holder or his duly authorized attorney and upon payment by such Holder of any charges which the Registrar may make as provided in the Resolution, the Series 2021 Bonds may be exchanged for Series 2021 Bonds for the same interest rate and maturity of any other authorized denominations.


The Registrar shall keep books for the registration of Series 2021 Bonds and for the registration of transfers of Series 2021 Bonds. The Series 2021 Bonds shall be transferable by the Holder thereof in person or by his attorney duly authorized in writing only upon the books of the Authority kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or his duly authorized attorney. Upon the transfer of any such Bond, the Authority shall issue in the name of the transferee a new Series 2021 Bond or Series 2021 Bonds.


The Authority, the Paying Agent and the Registrar shall deem and treat the person in whose name any Series 2021 Bond shall be registered upon the books kept by the Registrar as the absolute Holder of such Series 2021 Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Series 2021 Bond as the same become due and for all other purposes. All such payments so made to any such Holder or upon its order shall be valid and effectual to satisfy and discharge the liability upon such Series 2021 Bond to the extent of the sum or sums so paid, and neither the Authority, the Paying Agent nor the Registrar shall be affected by any notice to the contrary.

In all cases in which the privilege of exchanging Series 2021 Bonds or transferring Series 2021 Bonds is exercised, the Authority shall execute and the Registrar shall authenticate and deliver Series 2021 Bonds in accordance with the provisions of the Resolution. All Series 2021 Bonds surrendered in any such exchanges or transfers shall forthwith be delivered to the Registrar and cancelled by the Registrar in the manner provided in the Resolution. There shall be no charge for any such exchange or transfer of Series 2021 Bonds, but the Authority or the Registrar may require the payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. Neither the Authority nor the Registrar shall be required (a) to transfer or exchange Series 2021 Bonds during the period from and including the Record Date for an Interest Payment Date to and including such Interest Payment Date on such Series 2021 Bonds or 15 days next preceding any selection of Series 2021 Bonds to be redeemed or thereafter until after the mailing of any notice of redemption, or (b) to transfer or exchange any Series 2021 Bonds called for redemption. However, if less than all of a Series 2021 Term Bond is redeemed or defeased, the Authority shall, upon request of the Securities Depository, execute and the Registrar shall authenticate and deliver, upon the surrender of such Term Bond, without charge to the Series 2021 Bondholder, for the unpaid balance of the principal amount of such Term Bond so surrendered, a registered Term Bond in the appropriate denomination and interest rate.


All Series 2021 Bonds paid or redeemed, either at or before maturity shall be delivered to the Registrar when such payment or redemption is made, and such Series 2021 Bonds, together with all Bonds purchased by the Authority, shall thereupon be promptly cancelled. Bonds so cancelled may at any time be destroyed by the Registrar, who shall execute a certificate of destruction in duplicate by the signature of one of its authorized officers describing the Series 2021 Bonds so destroyed, and one executed certificate shall be filed with the Authority and the other executed certificate shall be retained by the Registrar.


Series 2021 Bonds held by the Securities Depository while the Series 2021 Bonds are registered under the Book-Entry System shall be registered in the name of the Securities Depository or its nominee, and beneficial ownership of such Series 2021 Bonds shall be transferred in accordance with the procedures of the Securities Depository and its Participants.


Bonds Mutilated, Destroyed, Stolen or Lost


In case any Series 2021 Bond shall become mutilated, destroyed, stolen or lost, the Authority may execute and the Registrar shall authenticate and deliver a new Series 2021 Bond of like date, maturity, denomination and interest rate as the Series 2021 Bond so mutilated, destroyed, stolen or lost; provided that, in the case of any mutilated Bond, such mutilated Series 2021 Bond shall first be surrendered to the Authority and, in the case of any lost, stolen or destroyed Bond, there shall first be furnished to the Authority and the Registrar evidence of such loss, theft, or destruction satisfactory to the Authority and the Registrar, together with indemnity satisfactory to them. In the event any such Bond shall be about to mature or have matured or have been called for redemption, instead of issuing a duplicate Series 2021 Bond, the Authority may pay the same without surrender thereof. The Authority and the Registrar may charge the Holder of such Series 2021 Bond their reasonable fees and expenses in connection with this transaction.

SECURITY FOR THE SERIES 2021 BONDS


Limited Obligations


THE SERIES 2021 BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM AND SECURED ONLY BY THE PLEDGED REVENUES AS PROVIDED IN THE RESOLUTION. THE SERIES 2021 BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION, DEBT OR LIABILITY OF THE AUTHORITY, MANATEE COUNTY, FLORIDA (THE "COUNTY") OR OF THE STATE OF FLORIDA (THE "STATE") OR OF ANY POLITICAL SUBDIVISION, AGENCY OR INSTRUMENTALITY OF THE STATE, WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR OTHER LIMITATION OF INDEBTEDNESS, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE AUTHORITY, THE COUNTY, THE STATE, OR ANY POLITICAL SUBDIVISION, AGENCY OR INSTRUMENTALITY OF THE COUNTY OR STATE, IS PLEDGED FOR PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2021 BONDS.


Pledged Revenues


The Series 2021 Bonds are limited obligations of the Authority payable solely from and secured solely by the Pledged Revenues. All Series 2021 Bonds will be secured equally and ratably by a first lien on and pledge of the Pledged Revenues. "Pledged Revenues" means Net Revenues, with respect to any Series of Bonds issued under the Resolution, and the Non-Ad Valorem Revenues deposited by the County pursuant to the Interlocal Agreement with the Authority, in an amount sufficient to cure any Reserve Account Deficiency whenever the Net Revenues are insufficient for such purpose and, with respect to all Series of Bonds issued thereunder, investment income received from the investment of moneys in the funds and accounts created and established under the Resolution, and any other moneys deposited in the Sinking Fund or received by the Paying Agent for the payment of the Bonds.


"Net Revenues" means the Port Revenues remaining after deduction of Operating Expenses.


"Port Revenues" means all rates, fees, charges, or other income, received by the Authority or accrued to the Authority, or any agency thereof in control of the management and operation of the Port and the Port Facilities, and all parts thereof, from the operation thereof, and shall also include the earnings and investment income derived from the investment of moneys on deposit in the various funds and accounts created and established under the Resolution, which by the terms and provisions of the Resolution are required to be deposited in the Revenue Fund or the Sinking Fund; provided, however, that Port Revenues shall not include (1) Non-Ad Valorem Revenues, (2) grants or donations unless there are no restrictions with respect to the use thereof, (3) revenues received from or in connection with Special Purpose Facilities (as defined in the Resolution) financed with Special Purpose Bonds (as defined in the Resolution) other than ground lease rentals in connection therewith, and (4) capital contributions.


"Operating Expenses" means the current expenses, paid or accrued, of operation, maintenance and ordinary repairs of the Port and the Port Facilities and shall include, without limiting the generality of the foregoing, insurance premiums, if any, administrative expenses of the Authority relating solely to the Port and the Port Facilities, engineering expenses, legal and financial advisory expenses, required payments to pension, retirement, health and hospitalization funds, taxes, payments in lieu of taxes or franchise fees, and such other reasonable current expenses as shall be in accordance with generally accepted accounting principles. "Operating Expenses" shall not include any allowance for depreciation or renewals or

replacements or obsolescence of capital assets of the Port, or any extraordinary items arising from the early extinguishment of debt.


"Non-Ad Valorem Revenues" means all revenues of the County derived from any source whatsoever, other than ad valorem taxation on real and personal property, which are legally available for payment of County obligations.


"Reserve Account Deficiency" means the amount necessary to be deposited into any Debt Service Reserve Account (as described herein) or to be used to reinstate a Reserve Account Credit Facility Substitute (as defined in the Resolution) so the amount in such Debt Service Reserve Account or the coverage amount of such Reserve Account Credit Facility Substitute, as the case may be, is equal to the Debt Service Reserve Requirement (as defined in the Resolution) established for each related Debt Service Reserve Account.


"Port" means Port Manatee, a seaport located in western Manatee County, Florida including all Port Facilities and all other property, real, personal or intangible, relating to the operations thereof. The Port is owned, operated and maintained by the Authority.


"Port Facilities" means all structures, terminals, warehouses, docks, approaches, channels, berths, slips, railroads, roadways, quay walls, jetties, lifts, turning basins, all lands or interest therein, buildings, passenger and cargo terminals, machinery, franchises, pipes, fixtures, equipment and property, real or personal, tangible or intangible, now or hereafter owned by the Authority, and all additions, extensions, and improvements thereto or to any part thereof, hereafter constructed or acquired by the Authority and financed by the proceeds of pari passu additional Bonds issued under and pursuant to the terms of the terms, limitations and restrictions of the Resolution, and together with any and all additions, extensions and improvements thereto or to any part thereof.


The Net Revenues are more fully described under the subheading "- Net Revenues of the Authority" below. The Non-Ad Valorem Revenues are more fully described under the heading "NON-AD VALOREM REVENUES AVAILABLE FOR PAYMENTS PURSUANT TO INTERLOCAL AGREEMENT."


Funds and Accounts


The Authority covenanted and agreed in the Resolution to establish the following funds to be known as the "Revenue Fund," the "Sinking Fund", which consists of a Principal Account, an Interest Account, a Bond Redemption Account, and one or more Debt Service Reserve Accounts and the "Capital Improvement Fund." The Sinking Fund, including the Interest Account, Principal Account, Bond Redemption Account, and any Debt Service Reserve Accounts therein, the Capital Improvement Fund and all other special funds and accounts created and established by the Resolution shall constitute trust funds for the holders of the Bonds, provided that any Debt Service Reserve Account shall only constitute trust funds for the Series of Bonds for which the Debt Service Reserve Account was created. The amounts required to be accounted for in each of the funds and accounts designated in the Resolution may be deposited in a single bank account maintained by the Authority, provided that adequate accounting procedures are maintained to reflect and control the restricted allocations of the amounts on deposit therein for the various purposes of such funds and accounts as provided in the Resolution. The designation and establishment of funds and accounts in and by the Resolution shall not be construed to require the establishment of any completely independent funds and accounts but rather is intended solely to constitute an allocation of certain revenues and assets of the Port and Port Facilities for certain purposes and to establish such certain priorities for application of certain revenues and assets as therein provided.

Series 2021 Debt Service Reserve Account


The Resolution provides for the optional establishment and maintenance of a Debt Service Reserve Account for one or more Series of Bonds. The Authority has determined to establish a Debt Service Reserve Account for the Series 2021 Bonds (the "Series 2021 Debt Service Reserve Account") The Debt Service Reserve Requirement for the Series 2021 Debt Service Reserve Account is $ , which is the maximum amount permitted under the Code. Upon the final maturity or earlier redemption of the Series 2021 Bonds, all amounts on deposit in the Series 2021 Debt Service Reserve Account shall be used to pay a portion of the principal and interest on the Series 2021 Bonds due upon such final maturity or full redemption. See "SECURITY FOR THE SERIES 2021 BONDS - Interlocal Agreement" herein. THE SERIES 2021 BONDS SHALL BE SECURED FROM MONEYS IN THE SERIES 2021 DEBT SERVICE RESERVE ACCOUNT AND NOT FROM ANY OTHER MONEYS IN ANY OTHER DEBT SERVICE RESERVE ACCOUNT.


Moneys in the Series 2021 Debt Service Reserve Account shall be used only for the purpose of paying the principal of and interest on the Series 2021 Bonds to the extent moneys on deposit in the Interest Account, Principal Account, Bond Redemption Account, Revenue Fund and Capital Improvement Fund (created and established under the Resolution) are insufficient therefor. In lieu of the required deposits into the Series 2021 Debt Service Reserve Account, the Authority may deposit into the Series 2021 Debt Service Reserve Account a surety bond, an unconditional direct pay letter of credit issued by a bank, a reserve account line of credit or a municipal bond insurance policy issued by a reputable and recognized municipal bond insurer for the benefit of the Holders of the Series 2021 Bonds (sometimes referred to herein as a "Reserve Account Credit Facility Substitute") in an amount equal to the difference between the Debt Service Reserve Requirement and the sums then on deposit in the Series 2021 Debt Service Reserve Account, if any, which Reserve Account Credit Facility Substitute shall be payable (upon the giving of notice as required thereunder) on any Interest Payment Date on which a deficiency exists which cannot be cured by funds (other than Non-Ad Valorem Revenues) in any other account as set forth in the Resolution. In addition, the Authority may substitute a Reserve Account Credit Facility Substitute for all or a part of the moneys on deposit in the applicable Series 2021 Debt Service Reserve Account. Under such circumstances, the principal amount of the Reserve Account Credit Facility Substitute, together with cash, if any, or Permitted Investments (as defined in the Resolution) of such cash held in such Series 2021 Debt Service Reserve Account, shall be in an amount equal to the Debt Service Reserve Requirement established for such Series of Bonds. Such municipal bond insurer or bank, in the case of a letter of credit or line of credit, shall be one whose municipal bond insurance policies or unconditional direct pay letters of credit or other type of credit enhancement insuring or guaranteeing the payment, when due, of the principal of and interest on municipal bond issues results in such issues being rated in at least the second highest rating category by any rating agency or agencies then rating the Series 2021 Bonds. If a disbursement is made from a Reserve Account Credit Facility Substitute, provided pursuant to this paragraph, the Authority shall be obligated to reinstate the maximum limits of such Reserve Account Credit Facility Substitute following such disbursement at the time or times required by the issuer of the Reserve Account Credit Facility Substitute or, with the consent of the issuer of the Reserve Account Credit Facility Substitute, to replace such Reserve Account Credit Facility Substitute by depositing into the Series 2021 Debt Service Reserve Account from the Port Revenues as provided in the Resolution, immediately following the receipt of consent of the issuer of such Reserve Account Credit Facility Substitute, funds in the maximum amount originally payable under such Reserve Account Credit Facility Substitute, or any combination of such alternatives. In the event such Series 2021 Debt Service Reserve Account is funded with a combination of cash (including Permitted Investments of such cash) and a Reserve Account Credit Facility Substitute in the aforementioned manner, and it is necessary to make payments into the Principal Account, Interest

Account or Bond Redemption Account in the Sinking Fund when moneys in the Revenue Fund and Capital Improvement Fund are insufficient therefor, the Authority covenants to deposit the cash (including Permitted Investments of such cash) on deposit in the Series 2021 Debt Service Reserve Account into such accounts prior to any disbursements made from the Reserve Account Credit Facility Substitute. The Authority has no present intention to fund the Series 2021 Debt Service Reserve Account with a Reserve Account Credit Facility Substitute.


Disposition of Port Revenues and Non-Ad Valorem Revenues


The Port Revenues at any time on deposit in the Revenue Fund and the Non-Ad Valorem Revenues shall be disposed of only in the following manner and order of priority:


  1. Port Revenues shall be first used, to the full extent necessary, to pay Operating Expenses that are due and payable during each calendar month.


  2. Port Revenues shall next be used, to the full extent necessary, for deposit into the Interest Account in the Sinking Fund, beginning with the fifteenth (15th) day of the first full calendar month following the date on which any or all of the Bonds are delivered to the purchaser thereof, such sums as shall be sufficient to pay one-sixth (1/6th) of the interest becoming due on the Bonds on the next semiannual Interest Payment Date; provided, however, that such monthly deposits for interest shall not be required to be made into the Interest Account to the extent that money is on deposit therein for such purpose or proceeds of such Bonds were allocated to the applicable Capitalized Interest Cost Center (as may be designated pursuant to the Resolution).


    The earnings and investment income derived from the moneys and investments on deposit in the Principal Account, the Bond Redemption Account and any Debt Service Reserve Account, which are to be deposited in the Interest Account as required by the terms of the Resolution, shall be credited against the amount of Pledged Revenues required to be deposited in the Interest Account.


    In the event that the period to elapse between the date of the delivery of the Bonds and the next semiannual Interest Payment Date will be less or more than six (6) months, then such monthly deposits shall be increased or decreased accordingly in sufficient amounts to provide the required semiannual interest amount maturing on the next Interest Payment Date.


  3. Port Revenues shall next be used, to the full extent necessary,


    1. for the monthly required deposits in the Principal Account in the Sinking Fund, on the fifteenth (15th) day of each month in each year, beginning on the twelfth (12th) month prior to the first maturity of such Bonds, such sums as shall be sufficient to pay one-twelfth (1/12) of the principal amount or Accreted Value of the Serial Bonds which will mature and become due on the next annual maturity date, as shall be determined by subsequent proceedings of the Authority. In the event the period to elapse between the date of delivery of the Bonds and the next principal payment date will be less or more than twelve (12) months, then such monthly payments shall be increased or decreased accordingly in sufficient amounts to provide the required principal amount maturing on the next principal payment date.


    2. for the monthly required deposits into the Bond Redemption Account (or such special account created therein for the Bonds by subsequent proceedings of the Authority) in the Sinking Fund, on the fifteenth (15th) day of each month in each year, such sums as shall be sufficient to pay one- twelfth (1/12) of the amount required for the payment of the Term Bonds, as shall be determined after the

      date first mentioned above by subsequent proceedings of the Authority, until the amount on deposit therein is equal to the amount required to be paid on the next installment payment date.


      The moneys in the Bond Redemption Account (or such special account created therein for the Bonds by subsequent proceedings of the Authority) shall be used solely for the purchase or redemption of the Term Bonds payable therefrom. The Authority may purchase any of the Term Bonds at prices not greater than par and accrued interest. If, by the application of moneys in the Bond Redemption Account (or such special account created therein for the Bonds by subsequent proceedings of the Authority), the Authority shall purchase or call for redemption in any year Term Bonds in excess of the installment requirement for such year, such excess of Term Bonds so purchased or redeemed shall at the option of the Authority either be credited on a pro rata basis over the remaining installment payment dates or credited against the following year’s installment requirement.


      The Authority shall, to the extent of any moneys in the Bond Redemption Account (or such special account created therein for the Bonds by subsequent proceedings of the Authority), be mandatorily obligated to use such moneys for the redemption prior to maturity of Term Bonds in such manner and at such times as shall be determined after the date first mentioned above by subsequent proceedings of the Authority.


      No distinction or preference shall exist in the use of moneys on deposit in the Revenue Fund for payment into the Interest Account, the Principal Account and the Bond Redemption Account in the Sinking Fund, such accounts being on a parity with each other.


  4. To the extent applicable to one or more Series of Bonds and not funded from Bond proceeds of such Series or covered by one or more Reserve Account Credit Facility Substitutes, Net Revenues shall next be used to the full extent necessary, for deposits into each Debt Service Reserve Account in the Sinking Fund, on the fifteenth (15th) day of each month in each year, beginning with the fifteenth (15th) day of the first full calendar month following the date on which any or all of the Bonds for which a Debt Service Reserve Account has been established are delivered to the purchaser thereof, such sums as shall be sufficient to pay an amount equal to one-twelfth of twenty percent (1/12 of 20%) of the Debt Service Reserve Requirement applicable for each such Series of Bonds; provided, however, that no payments shall be required to be made into a Series Debt Service Reserve Account whenever and as long as the amount deposited therein shall be equal to the Debt Service Reserve Requirement for each such Series of Bonds.


    A Debt Service Reserve Account shall be used for the purpose of making payments into the Interest Account, Principal Account and the Bond Redemption Account and applied for the Series of Bonds for which the Debt Service Reserve Account was created. If any of the Debt Service Reserve Accounts have been depleted or the applicable Reserve Account Credit Facility Substitute has been drawn upon and in all cases, where no Debt Service Reserve Account has been created, moneys in the Revenue Fund and Capital Improvement Fund shall be used for deposit into the appropriate Debt Service Accounts. Moneys on deposit in a Debt Service Reserve Account may, upon final maturity of the Bonds for which such Debt Service Reserve Account has been created, be used to pay principal of and interest on such Bonds.


  5. Net Revenues shall next be used, first, for the repayment of any obligations owed to the provider(s) of a Reserve Account Credit Facility Substitute (pro rata, if necessary), and second, for the payment of any Subordinated Debt issued after the date first mentioned above by the Port in connection with the Port and Port Facilities in accordance with the proceedings authorizing such Subordinated Debt.

  6. Thereafter, the balance of any Port Revenues remaining in the Revenue Fund shall be deposited in the Capital Improvement Fund and used by the Authority to make (1) additions, extensions and improvements to the Port and Port Facilities, (2) to pay the costs of replacement or renewal of capital assets of the Port or extraordinary repairs thereto, (3) to purchase or redeem Bonds prior to maturity, (4) to repay the County for any Non-Ad Valorem Revenues deposited with the Authority to cure any Reserve Account Deficiency with respect to Identified Covered Bonds, or (5) for any lawful Authority purpose; provided, however, that none of such Port Revenues shall ever be used for the purposes provided for in this paragraph unless all payments required in paragraphs 1 to 5 above, including any deficiencies for prior payments, have been made in full to the date of such use; provided further, however, that the moneys in the Capital Improvement Fund shall be used for payment into the Interest Account, Principal Account, Principal Account and the Bond Redemption Account in the Sinking Fund whenever the Port Revenues on deposit in the Revenue Fund are insufficient therefor.


Interlocal Agreement


The Authority and the County have entered into an Interlocal Agreement dated October 18, 2012 (the "Interlocal Agreement"). Under the terms of the Interlocal Agreement, the County has covenanted with the Authority and the beneficial owners of the Identified Covered Bonds who are third party beneficiaries to the Interlocal Agreement, to budget and appropriate from its Non-Ad Valorem Revenues to cure any Reserve Account Deficiency relating to the Identified Covered Bonds. The term "Identified Covered Bonds" means only the Bonds of one more Series issued under the Resolution (which includes the Series 2021 Bonds) with either a Debt Service Reserve Account established for each Series or one Debt Service Reserve Account established for all Series, which in either case, is funded in an amount equal to the Debt Service Reserve Requirement, permitted under the Code or if such Debt Service Reserve Requirement is satisfied by a Reserve Account Credit Facility Substitute with the maximum coverage permitted under the Code and which the County has agreed to cover pursuant to the terms of the Interlocal Agreement. A copy of the Interlocal Agreement is attached as APPENDIX E hereto.


If within five (5) days after a withdrawal from any Debt Service Reserve Account created for Identified Covered Bonds (which includes the Series 2021 Bonds), there still exists a Reserve Account Deficiency for Identified Covered Bonds, the Authority will immediately provide written notice to the Clerk of the Board specifying the amount of such Reserve Account Deficiency. Upon receipt of such notice, the County has agreed to, as soon as practicable but in no event later than 30 days from the date of withdrawal from such Debt Service Reserve Account, amend the County budget, if necessary, and transfer Non-Ad Valorem Revenues to the Authority in the amount of such Reserve Account Deficiency. To the extent that the County is required pursuant to the Interlocal Agreement to make such transfers (and only to such extent), the County has covenanted to appropriate in its annual budget, by amendment if necessary, in each fiscal year of the County (the "County Fiscal Year"), Non-Ad Valorem Revenues sufficient to cure any Reserve Account Deficiency within the time frames specified above. Notwithstanding the foregoing covenant in the Interlocal Agreement, the County has not covenanted to maintain any services or programs, now provided or maintained by the County, which generate Non-Ad Valorem Revenues. The County is not required to appropriate Non-Ad Valorem Revenues to cure a Reserve Account Deficiency in any one County Fiscal Year in an amount greater than the applicable Debt Service Reserve Requirements of the Identified Covered Bonds for that County Fiscal Year.


The Authority has covenanted to immediately deposit the Non-Ad Valorem Revenues received from the County into each Debt Service Reserve Account of the Sinking Fund created and established under the Resolution to cure each Reserve Account Deficiency or, if applicable, apply such Non-Ad Valorem

Revenues to reinstate all Reserve Account Credit Facility Substitutes obtained for the Identified Covered Bonds. The Authority has covenanted, pursuant to the terms and provisions of the Resolution, that to the extent all current requirements under the Resolution have been satisfied, it will repay to the County from its surplus Net Revenues, all Non-Ad Valorem Revenues received by the Authority from the County.


The County's obligations under the Interlocal Agreement with respect to the Series 2021 Bonds terminate and are satisfied on payment in full of Series 2021 Bonds.


The County has covenanted in the Interlocal Agreement that in each County Fiscal Year it will not issue non-self-supporting revenue debt of the County payable from its Non-Ad Valorem Revenues unless:

(1) the total outstanding non-self-supporting revenue debt service, including the non-self-supporting revenue debt service on the debt proposed to be issued, does not exceed 50% of the gross Non-Ad Valorem Revenues (all legally available Non-Ad Valorem Revenues of the County from whatever source including investment income) of the County for the preceding County Fiscal Year; (2) the Gross Non-Ad Valorem Revenues (as defined below) of the County for the preceding County Fiscal Year were at least 4.00 times average annual debt service of all indebtedness of the County payable from its Non-Ad Valorem Revenues, including the debt proposed to be issued; and (3) the Net Available Non-Ad Valorem Revenues (as defined below) of the County for the preceding County Fiscal Year were at least 1.10 times average annual debt service of all indebtedness of the County payable from its Non-Ad Valorem Revenues including the debt proposed to be issued. The above tests being referred to herein as the "Dilution Tests." See "APPENDIX E

– COPY OF INTERLOCAL AGREEMENT" attached hereto for additional details regarding the above- described covenant.


"Non-Ad Valorem Revenues" is defined in the Interlocal Agreement as all revenues of the County derived from any source whatsoever, other than ad valorem taxation on real and personal property, which are legally available for payment of County obligations.


"Gross Non-Ad Valorem Revenues" is defined in the Interlocal Agreement as all legally available Non-Ad Valorem Revenues of the County from whatever source including investment income.


"Net Available Non-Ad Valorem Revenues" is defined in the Interlocal Agreement as Gross Non- Ad Valorem Revenues, minus costs of operation and maintenance of the County (except any such costs paid from ad valorem taxes), plus legally available unencumbered cash balances on hand at the end of the most recent County Fiscal Year.


"Non-self-supporting revenue debt" is defined in the Interlocal Agreement as all revenue debt obligations in whatever form, except such revenue debt obligations, which are payable from a specific enterprise fund or are otherwise self-liquidating.


For purposes of the Dilution Tests, debt which is not required by its terms to be amortized prior to its maturity or if 25% or more of the principal of such debt is due during any period of twelve consecutive months is referred to in the Interlocal Agreement as "Balloon Debt." Notwithstanding the foregoing, any debt that matures within one year of the calculation of the Dilution Tests is not treated as Balloon Debt.


When calculating the maximum annual non-self-supporting revenue debt service with respect to "Non-self-supporting revenue debt" or the average annual debt service with respect to debt payable from Non-Ad Valorem Revenues with respect to Balloon Debt, it shall be assumed that the principal of such Balloon Debt has a level 25 year amortization at the interest rate borne by such Balloon Debt.

Except as provided below, for the purpose of calculating average annual debt service on any indebtedness which bears interest at a variable rate, such indebtedness shall be deemed to bear interest at the greater of (i) 1.25 times the most recently published Bond Buyer Revenue Bond 30-Year Index, or (ii)

1.25 times actual average interest rate during the prior Fiscal Year of the County. If such variable rate indebtedness is to be secured by the County's covenant to budget and appropriate Non-Ad Valorem Revenues and, in lieu of cash, the debt service reserve fund for such indebtedness is funded with a reserve account surety bond, such indebtedness shall be deemed to bear interest at the maximum rate. As used above, the term "maximum rate" means the maximum rate of interest such variable rate debt may bear at any particular time, which rate shall not exceed the rate of interest allowed under Florida law and will be determined by the County at the time such variable rate debt is issued.


See "NON-AD VALOREM REVENUES AVAILABLE FOR PAYMENT PURSUANT TO

INTERLOCAL AGREEMENT" herein for a discussion of amounts and nature of Non-Ad Valorem Revenues.


Rate Covenant


The Authority will fix, establish and maintain such rates and collect such fees, rentals or other charges for the services and facilities of the Port and the Port Facilities, and revise the same from time to time whenever necessary, as will always provide in each Fiscal Year, Net Revenues, which shall be adequate to pay at least one hundred ten percent (110%) of the Annual Debt Service Requirement for the Bonds; and provided further, that such Net Revenues shall be sufficient to make all of the payments required by the terms of the Resolution.


Additional Bonds


The Resolution permits the Authority to issue additional debt payable from and secured by the Pledged Revenues. Such additional debt may be issued only if the Authority first complies with the following conditions:


  1. The Authority must be current in all deposits into the various funds and accounts and all payments required to have been theretofore deposited or made by it under the provisions of the Resolution, and any supplemental resolution adopted for the issuance of pari passu additional Bonds and has complied with the covenants and provisions set forth in the Resolution, and any supplemental resolutions adopted for the issuance of pari passu additional Bonds.


  2. The amount of the Net Revenues as received during any 12 consecutive months of the 24 months immediately preceding the issuance of said pari passu additional Bonds, as certified by the Clerk and as may be adjusted, as provided in the Resolution, will be equal to 110% of the Maximum Annual Debt Service Requirement; on (a) the Bonds issued pursuant to the Resolution then Outstanding, (b) any pari passu additional Bonds theretofore issued and then Outstanding, and (c) the pari passu additional Bonds then proposed to be issued.


  3. In the event any pari passu additional Bonds are issued for the purpose of refunding any Bonds then Outstanding, the condition of (2) above shall not apply, provided that the issuance of such pari passu additional Bonds shall result in a reduction or shall not increase the annual debt service payments over the life of the Bonds so refunded.

    For the purposes of the foregoing, the test period of "12 consecutive months of the 24 months immediately preceding the issuance of said pari passu additional Bonds" shall only be used if the adjustments set forth below are not utilized. If such adjustments are used, the test period shall be the "12 consecutive months immediately preceding the issuance of the proposed pari passu additional Bonds."


    The adjustment of Net Revenues which are permitted by the foregoing subparagraph (2) above, and shall be computed as follows:


    1. If the Authority, prior to the issuance of the proposed pari passu additional Bonds, shall have increased the rates, fees, rentals or other charges for the services or use of the Port Facilities, the Net Revenues for the 12 consecutive months immediately preceding the issuance of the pari passu additional Bonds shall be adjusted to include the Net Revenues which would have been derived from said Port Facilities in such 12 consecutive months as if such increased rates, fees, rentals or other charges for the services or use of the Port Facilities had been in effect during all of such 12 consecutive months.


    2. In the event that during such 12 consecutive month period the Authority shall have entered into any lease or use agreements, the Net Revenues may be adjusted by the Authority to include the additional revenues which the Authority estimates would have been received from such lease or use agreements if such lease or use agreements had been in effect for such entire 12 consecutive month period.


    3. In the event the Authority shall have entered into any lease agreements with any person, firm or corporation for the use of the facilities to be constructed from the proceeds of the pari passu additional Bonds authorized in the Resolution, it shall be assumed that such lease was in effect during the 12 consecutive month period used in the computations hereinbefore provided for the issuance of pari passu additional Bonds, and the Net Revenues may be adjusted by the Authority by adding thereto any net rentals or other charges guaranteed to be paid to the Authority under the terms and provisions of such lease agreement; provided, however, that such lease or leases shall be for a period of not less than the final maturity date of the proposed pari passu additional Bonds.


    4. If there is an estimated increase in Port Revenues to be received by the Authority, as a result of additions, extensions or improvements to the Port or Port Facilities during the period of three years from delivery of the pari passu additional Bonds and the Authority has taken official action toward the increase in Port Revenues, then the Net Revenues derived from the Port Facilities during the 12 consecutive months immediately preceding the issuance of said pari passu additional Bonds shall be increased by 75% of the average annual additional Net Revenues calculated for such three year period.


The term "pari passu additional Bonds," as used in the Resolution, shall be deemed to mean additional obligations evidenced by Bonds or other form of indebtedness permitted under the Act issued under the provisions and within the limitations of the Resolution payable from the Net Revenues pari passu with Bonds originally authorized and issued pursuant to the Resolution. Such Bonds shall be deemed to have been issued pursuant to the Resolution, the same as the Series 2021 Bonds authorized and issued pursuant to the Resolution, and all of the covenants and other provisions of the Resolution (except as to details of such Bonds evidencing such pari passu additional obligations inconsistent therewith) shall be for the equal benefit, protection and security of the Holders of any Bonds originally authorized and issued

pursuant to the Resolution and the holders of any Bonds evidencing pari passu additional obligations subsequently issued within the limitations of and in compliance with the Resolution. All of such Bonds, regardless of the time or times of their issuance shall rank equally with respect to their lien on the Net Revenues and their sources and security for payment therefrom without preference of any Bonds over any other, except that the above covenant shall not be breached if the Authority elects to create and fund a Debt Service Reserve Account solely for a Series of Bonds.


The term "pari passu additional Bonds," as used in the Resolution, shall not be deemed to include bonds, notes, certificates or other obligations subsequently issued, the lien of which on the Net Revenues is subject to the prior and superior lien on the Net Revenues for the payment of Bonds issued pursuant to the Resolution, and the Authority shall not issue any obligations whatsoever payable from the Net Revenues, which rank equally as to lien on and source and security for their payment from such Net Revenues with Bonds issued pursuant to the Resolution except in the manner and under the conditions provided above.


Sale of the Port and/or Port Facilities


Except as otherwise provided in the Resolution, the Port and/or Port Facilities may be sold, leased or otherwise disposed of, including, but not limited to, transferred to a private party in connection with a public private partnership, only as a whole or substantially as a whole, and only if the net proceeds to be realized, together with other moneys lawfully available for such purpose, if any, shall be sufficient to retire all of the Bonds issued pursuant to the Resolution, to pay all interest thereon to their respective dates of maturity or earlier redemption dates in the manner provided in the Resolution and to pay in full all Subordinated Debt that is secured in whole or in part by Port Revenues. The proceeds from such sale, lease or other disposition of the Port and Port Facilities and such other available moneys shall be applied in the manner provided in the defeasance section of the Resolution, and shall be used solely for the purposes of paying the principal of the Bonds, the interest thereon and redemption premiums, if any, as the same shall become due on the Bonds on or prior to the redemption date or the maturity date thereof as shall be determined, after the date first mentioned above, by subsequent proceedings of the Authority and to pay in full all Subordinated Debt that is secured in whole or in part by Port Revenues.


Except as provided in the Resolution, prior to any sale, lease or other disposition of any part of the Port or Port Facilities or any portion thereof, other than in the ordinary course of business, which is presently being used in connection with the operations of the Port or is contemplated to be used within the next Fiscal Year for the operations of the Port (herein and in the Resolution referred to as "Property In Use"), the Port Director shall make a finding in writing determining that such property comprising a part of such Port is no longer necessary or useful or profitable in the operation thereof and such disposition will not adversely affect the amount of Net Revenues the Authority requires to satisfy its obligations under the Resolution or that other properties of the Port can be substituted for such Property In Use and the Authority approves and concurs, evidenced by a duly adopted resolution, in the finding of the Port Director, and authorizes such sale, lease or other disposition of said property. Such proceeds shall be deposited in the Sinking Fund to the extent of any deficiencies therein and then in the Capital Improvement Fund and used in the manner provided therein. For the purpose of this paragraph, only a lease with a term greater than one year will be considered a "lease" within the meaning of said paragraph. In determining the amount received when the sale, lease or other disposition results in lease payments or other payments over time, the Authority shall annualize the largest amount of such payments over a twelve (12) month period and treat such annualized amount as the consideration received from such disposition.

Any disposition of Property In Use shall be for fair and reasonable consideration, as determined by the Authority.


In connection with such sale, lease or disposition of any part of the Port or Port Facilities or any portion thereof, which is not presently being used in connection with the operations of the Port or is not contemplated to be used in the future for operations of the Port (herein and in the Resolution referred to as "Property Not In Use"), as determined by the Authority, the Authority shall then, by subsequent proceedings, authorize the disposition of such Property Not In Use. Except as provided in the next succeeding paragraph, any disposition of Property Not In Use shall be for fair and reasonable consideration, as determined by a finding of the Authority. The proceeds from the disposition of any Property Not In Use shall be deposited in the Capital Improvement Fund.


Notwithstanding any provision in the Resolution to the contrary, the Authority may, by subsequent proceedings, permit the use thereof by the County, or lease to the County for any general County purpose, any part of the Port or the Port Facilities, provided such use or lease does not interfere with the operations of the Port. Notwithstanding anything in the Resolution to the contrary, the Authority is authorized to transfer to the County any portion of the Port or the Port Facilities if such assets are Property Not In Use for no or minimal consideration.


The provisions of the Resolution regarding the sale of the Port and/or Port Facilities shall in no way restrict or prevent the Authority from leasing Port facilities to its tenants in the ordinary course of business. Income received from such leases shall be Port Revenues and shall not be used as required by the terms of the Resolution.


No Free Service


Unless otherwise provided by law, the Authority will not render or cause to be rendered any free services of any nature of its Port or the Port Facilities, or any part thereof, nor will any preferential rates or charges be established for users of the same class, and in the event the Authority or the County, or any department, agency or instrumentality, officer or employee of said Authority or County, or any other municipal or political subdivision of the State of Florida or other public body, shall avail itself or themselves of the Port or the Port Facilities or services provided by said Port, or any part thereof, the same rates, fees or charges applicable to other users receiving like services under similar circumstances shall be charged the Authority or other public body, and any such department, agency, instrumentality, officer or employee thereof; provided, however, that such provisions shall not affect any rights of any person, firm or corporation under pre-existing agreements or contracts. Such charges shall be paid as they accrue, and the Authority or the County shall transfer from legally available sources sufficient moneys to pay such charges. The revenue so received shall be deemed to be Port Revenues derived from the operation of the Port and Port Facilities, and shall be deposited and accounted for in the same manner as other Port Revenues. Notwithstanding any of the foregoing, the Authority may from time to time establish different classes and subclasses of users with respect to rates and charges, provided that the Authority finds a rational basis for such classes or subclasses, which would further the overall operations of the Port. In addition, the County will not be required to pay any fees and charges imposed by the Authority for any services provided to or for the benefit of the County.

Enforcement of Collections


The Authority will diligently enforce and collect all fees, rentals or other charges for the services or use of the Port and Port Facilities and take all steps, actions and proceedings reasonably necessary for the enforcement and collection of such fees, rentals or other charges which shall become delinquent to the full extent permitted or authorized by the laws of the State of Florida.


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SOURCES AND USES OF FUNDS FOR THE SERIES 2021 BONDS


The proceeds to be received from the sale of the Series 2021 Bonds, together with other legally available Authority moneys, are expected to be applied as follows:


Total

SOURCES:

Par Amount of Bonds

Plus/Minus: Net Original Issue Premium/Discount

Authority Moneys

TOTAL SOURCES

USES:

Deposit to Escrow Fund

Deposit to Series 2021 Debt Service Reserve Account

Costs of Issuance

Underwriters' Discount

TOTAL USES


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DEBT SERVICE SCHEDULE FOR SERIES 2021 BONDS


Year Ending

October 1


Principal


Interest


Debt Service


[Remainder of page intentionally left blank]

MANATEE COUNTY PORT AUTHORITY


The Authority


The Manatee County Port Authority is a dependent special district of the State of Florida within the meaning of Chapter 189, Florida Statutes, that operates under the authorization of Chapter 315, Florida Statutes, as amended and supplemented, which is the general law authorizing Florida counties to engage in port activities, and Chapter 670-1681 as codified pursuant to Chapter 2003-351, Laws of Florida, 2003, which is a special act pertaining to the Authority giving the Authority the general powers contained in said Chapter 315. As a dependent special district, the Authority is a stand-alone unit of government separate and apart from the County. The Board of County Commissioners of Manatee County (the "Board") acts as the governing body of the Authority. The Board consists of seven members elected to four-year, overlapping terms of office.


The Authority currently has 72 full-time employees, 17 of whom are considered administrative staff, 28 of which are security personnel and 27 of which are operations and maintenance personnel responsible for the port railroad, general cargo warehouses, line handling services, scale operations and other general maintenance duties. None of the Authority's employees belong to any collective bargaining unit. Substantially, all employees of the Authority participate in the Florida Retirement System (FRS) which is administered by the State of Florida. Effective July 1, 2011, all FRS members were required to contribute 3% of their salary to such retirement system. Total pension expenses paid by the Authority for Fiscal Years 2020 and 2019 were $ and $933,000, respectively. For more information, APPENDIX B attached hereto.


Location


The Port is located in the northwestern corner of Manatee County, in the area generally known as Piney Point. It fronts on Tampa Bay and borders the Manatee-Hillsborough county line. An access channel from the Port connects with the Federal Channel in Tampa Bay, and the point where it connects is only ten miles from the Gulf of Mexico. U.S. Highway No. 41 and a main line of the CSX Railroad are both situated a few hundred feet from the Port and provide rail and highway access to the Port Facilities.


Port Facilities


The existing Port Facilities include 1,100 acres of land, a ship basin 1,500 feet long by 788 feet wide, and an access channel three miles long, 400 feet wide and 40 feet deep, which links the ship basin with the Federal Channel in Tampa Bay. The ship basin has ten improved berths, five of which are capable of berthing vessels up to 850 feet in length. There is a roll-on, roll-off berth for handling trailer chassis and rolling equipment. Bunkering, electrical and water connections are provided at the Port. Five of the berths have underground pipelines installed to handle the loading and discharge of petroleum. The Authority operates its own Class III Terminal Railroad, with two switch engines and seven miles of track connecting with the CSX main railroad line. The Authority owns more than one million square feet of public warehouse and office space (including 207,000 square feet of chilled storage).


The north side of the ship basin has two all-purpose berths each consisting of 1,458 continuous feet of steel bulkhead with a 100-foot clear apron (Berths 6 and 7). The south side of the ship basin has a continuous 1,527-foot long concrete dock with a 100-foot clear apron (Berths 9 and 10). The east end of the basin has 800 feet of bulkheading and 500 feet of dock space (Berth 8). Berth 11, on the southwest side of

the harbor, consists of 500 feet of berthing and is used primarily for general cargo shipments. Berths 12 and 14, south of Berth 11, consists of 1,600 feet of berthing with a 120-foot apron. Berths 4 and 5, on the northwest side of the harbor, consists of 1,300 feet with a 130-foot apron.


Management of Authority


CARLOS BUQUERAS — Executive Director. Mr. Carlos Buqueras is responsible for overall operations at one of Florida's largest deepwater seaport. He became the Port's fifth executive director on January 2, 2012 after spending 22 years as director of business development at Port Everglades in Fort Lauderdale, Florida. During his tenure at Port Everglades, Mr. Carlos Buqueras helped double container cargo and he helped increase the Port's cruise business by nearly 70%. Mr. Carlos Buqueras brings that expertise to the Port where he is committed to increasing overall business and becoming an active member of the community. Prior to Port Everglades, Mr. Carlos Buqueras spent 10 years at Corning Inc. in Corning, New York. There, he was responsible for managing international distribution functions at importing and exporting plants, developing business and distribution strategies and improving profitability. In 2011, Mr. Carlos Buqueras was nominated by U.S. Secretary of Commerce John Bryson for an appointment to the Florida District Export Council effective January 2012. He was instrumental in the creation of Foreign Trade Zone No. 25 — the first of its kind and largest in Florida. He is a past member of the Greater Fort Lauderdale Convention and Visitors Bureau Marketing Advisory Committee, past chairman and board member of the Broward Alliance's International Marketing Committee and served on the board of governors of the Fort Lauderdale Chamber of Commerce. Mr. Carlos Buqueras was vice president of the International Business Development Committee for Fort Lauderdale's sister cities program from 2005 until 2007 and is a past board member of Florida Atlantic University's International Advisory Board. Mr. Carlos Buqueras earned a Master's in Business Administration from Fairleigh Dickinson University in Madison, New Jersey.


DAVE B. SANFORD -- Deputy Executive Director. Dave B. Sanford serves as the Port’s Deputy Executive Director and Chief Operating Officer. Mr. Dave B. Sanford’s distinguished 40-year plus career of service in senior-level positions in the public and private sectors include eight years as a presidentially appointed member of the Federal Senior Executive Service assigned to the U.S. Army Corps of Engineers, as well as executive assignments to the U.S. Senate and Office of the Assistant Secretary of Army for Civil Works. Mr. Dave B. Sanford previously served as director of legislation and navigation policy at the American Association of Port Authorities and was the principal port industry advisor and lobbyist for water-side port issues. Prior senior executive service positions with the Corps of Engineers include service as chief of civil works policy and chief of interagency and international engineering services where he was responsible for a $3.1 billion portfolio of work in 26 countries. During that time, Mr. Dave B. Sanford attracted major new international clients for the Corps to include the U.S. Mission to NATO in Brussels, the U.N. World Water Program headquartered in Paris, the Ecuadorian Navy and the Hungarian Interior Ministry in Budapest. He also worked extensively in Eastern European former Soviet Republics for the Corps and U.S. State Department. Prior to going to Corps headquarters in 1989, Mr. Dave B. Sanford worked in the Corps’ Huntington, West Virginia district office and in the Ohio River Division in Cincinnati, Ohio where he served as chief of plan formulation and as chief of navigation planning. After retiring from the Corps of Engineers in 2002, Mr. Dave B. Sanford spent three years as a lead research scientist and visiting scholar at the George Washington University’s Institute for Crisis, Disaster and Risk Management in Washington DC. There he consulted on Eastern European water issues and also assisted the Assistant Secretary of Army for Civil Works in crafting a partnership agreement between the Netherlands Water Ministry and the Corps of Engineers working through the U.S. Embassy in The Hague. He is a U.S. Army

veteran with overseas active duty service in the Military Police Corps from 1966 to 1969 and a graduate of Concord University in Athens, West Virginia with a B.A. in Physical Geography.


DENISE C. STUFFLEBEAM —Senior Director of Business Administration and Finance. As the Senior Director of Business Administration and Finance, Mrs. Denise C. Stufflebeam manages the daily administration of the Port’s accounting and finance functions. She also oversees the information technology department and its operations. She manages the operating, capital and grant project budgets and prepares the annual budget. She coordinates and writes the agendas for the monthly Authority meetings and oversees the port’s risk management. Mrs. Denise C. Stufflebeam has worked at the Port since 1991 and held the position of Business Manager prior to promotions to Director and Senior Director positions. She holds a bachelor’s degree in management information system and a bachelor’s degree in accounting, both from the University of South Florida. She is an active member of the Port propeller club where she served as treasurer for several years. She is the current chair of the Florida Ports Financing Commission (FPFC). Previously, she was the secretary/treasurer of the FPFC.


GEORGE F. ISIMINGER, PE — Senior Director of Planning, Engineering and Environmental Affairs. Mr. George F. Isiminger is responsible for design and oversight of all construction projects at the Port. He also handles securing environmental permits and ensures compliance with local, state and federal environmental requirements. Prior to coming to the Port, he worked for Gee & Jenson, Engineers- Architects-Planners, Inc. where he was vice president in charge of coastal engineering and waterfront environmental services. He has a Bachelor of Science in Civil Engineering from the University of Florida. He also serves on the Tampa Bay Regional Planning Council’s Agency on Bay Management, the Bay Soundings Editorial Advisory Board and various community groups.


SHAWN SMITH — Director of Operations and Maintenance. Mr. Shawn Smith is responsible for the overall maintenance at the Port and oversees all surveying, depth soundings and cad drawing operations at the Port. He has more than 20 years of experience in the maritime industry and an additional 23 years of experience in various fields of maintenance. As a Florida native, Mr. Shawn Smith is a graduate of Palmetto High School and a trained professional in project management, AutoCAD, AcGis and emergency management.


DAVID ST. PIERRE — Director of Public Safety & Security. As Director of Public Safety & Security, Mr. David St. Pierre is responsible for the development, implementation and maintenance of the port’s security and emergency action plans and manages the daily activities of the Port security department. He also oversees the port’s licensing and permitting programs. In addition to his routine duties, Mr. David St. Pierre is the course writer and lead instructor for the port’s certified Facility Security Officer (FSO) training program. He retired from the United States Coast Guard in 2002 after 22 years of honorable service and has been employed at the Port since 2005. Mr. David St. Pierre holds a degree in Homeland Security from Keiser University, is a Certified Port Executive and a member of the Tampa Bay - Area Maritime Security Committee.


MATTHEW APPICE — Chief Commercial Officer. Mr. Matthew Appice is responsible for the implementation of sales initiatives to retain and expand the Port’s business as well as promote new business opportunities. His focus includes expansion of the port’s container-trade business as well as opportunities in other maritime business sectors which add value to the Port. Mr. Matthew Appice is a seasoned maritime professional working in marine transportation for 37 years. Prior to coming to the port, he worked for Tropical Shipping and CP Ships in a variety of key positions throughout the United States and Canada. Mr. Matthew Appice holds a Bachelor of Science in Business Administration from Seton Hall University.

Competing Port Facilities


There are many other port facilities in Tampa Bay, both public and privately owned, which compete with the Port for bulk and general cargo business. The Tampa Port Authority operates extensive facilities for general and bulk cargo and cruise operations. There are six phosphate and 14 petroleum terminals in Tampa Bay that are privately owned, and a major percentage of the general and bulk cargo moving through Tampa Bay is handled at these privately owned terminals. The largest of the privately owned terminals are: Port Sutton (fertilizer materials, coal, cement and salt), Agrico Terminals (phosphate and liquid chemicals), Rockport Terminals (phosphate), Eastern Associates Terminals (phosphate) and Gardenier Terminals (phosphate and liquid chemicals).


Insurance


The Authority requires that all shippers, steamship agents, stevedoring companies, lessees and other firms using the Port Facilities carry personal liability and property damage insurance, and that evidence of such insurance be submitted to the Authority. The Authority also carries comprehensive general liability and property damage insurance, and all buildings and moving equipment are covered to their maximum insurable value against damage from wind and other heavy hazards.


Long-Term Subordinated Debt


The Authority has outstanding its Revenue Note, Series 2014B with Hancock Whitney Bank (the "Series 2014B Note") used to refinance the costs of acquiring two mobile harbor container cranes. The Series 2014B Note is secured by a junior and subordinate pledge of Port Revenues. The Series 2014B Note has a fixed interest rate of 3.15% per annum. As of September 30, 2020, the Series 2014B Note was outstanding in the amount of $ . In the event of a default under the Series 2014B Note, Hancock Whitney Bank has the ability to enforce certain remedies under the Series 2014B Note, including, but not limited to, increasing the interest rate on the Series 2014B Note during such event of default.


The Authority has pledged and created a subordinate lien upon Port Revenues for the benefit of the State of Florida Department of Transportation ("FDOT") in connection with two State Infrastructure Bank Loan Agreements dated February 1, 2006 and July 11, 2016, respectively (the "SIB Loans"). Such lien is junior and subordinate in all respects to such lien granted in favor of the Bondholders. The SIB Loans have fixed interest rates of 2.00% per annum and 2.92% per annum, respectively. As of September 30, 2020, the SIB Loans were outstanding in the aggregate principal amount of $ .


In the event of a default under the SIB Loans, FDOT has the ability to enforce certain remedies under the SIB Loans, including, but not limited to, increasing the interest rate on the SIB Loans by as much as 1.667% per annum.


The SIB Loans require that the Authority maintain rates and charges for the services furnished by Authority to maintain 1.00 times coverage. Additionally, the SIB Loans contain provisions which require FDOT’S consent to the issuance of additional debt obligations on parity with or senior to such SIB Loans.

Capital Improvement Program and Funding Sources


The Port's capital improvement program for the next five years is as follows:


CAPITAL IMPROVEMENT SCHEDULE FISCAL YEARS 2021 - 2025




Project


2021


2022


2023


2024


2025

Five-Year

Total

1

Intermodal Container Yard

Phases II, III, IV








$8,300,000

-

$2,284,982

$2,362,668

-

$12,947,650

2

Berth Rehab – 6, 7, 8, 10

3,500,000

-

-

-

-

3,500,000

3

North Gate Expansion

1,262,600

-

-

-

-

1,262,600

4

Berth 4 Extension

2,000,000

$2,000,000

10,000,000

15,000,000

$10,000,000

39,000,000

5

South Gate Expansion

1,000,000

1,000,000

1,000,000

1,000,000

1,000,000

5,000,000

6

Railroad Track Rebuild

1,360,534

-

-

-

-

1,360,534

7

Access Control & Alarm Systems

1,335,275

-

-

-

-

1,335,275

8

Fencing, Radios, Camera

1,084,120

-

-

-

-

1,084,120

9

Warehouse 6 Modernization

1,000,000

3,500,000

-

-

-

4,500,000

10

Dry Storage Warehouse

-

4,000,000

4,000,000

4,000,000

4,000,000

16,000,000


TOTAL CAPITAL PROJECTS

 $20,842,529  

image

 $10,500,000  

image

 $17,284,982  

image

 $22,362,668  

image

 $15,000,000  

image

 $85,990,179  


image

Note: Berth 4 Extension and Dry Storage Warehouse in the Fiscal Years ending September 30, 2023 and beyond are contingent upon additional grant funding.

Source: Manatee County Port Authority.


Based on an analysis of funds available to the Authority, the funding sources for the capital improvement program were assumed to be funded using a combination of revenues of the Authority and grant proceeds. The Port’s Master Plan Update 2016 considers several scenarios for future expansion. These scenarios provide visions which may be developed based upon opportunities, demand, grant funding and/or third-party partnerships. Expansion of the Port is an on-going discussion with an ever- evolving capital improvement plan.


PORT OPERATIONS


Description of Major Tenants and Users


TransMontaigne Terminals L.L.C., is one of the original Authority tenants and is currently in negotiations to renew its 50-year lease which expires in 2021. The company operates a storage tank farm and terminal on 40 acres of land leased from the Authority. In Fiscal Year 2020, 7.7 million barrels of petroleum products, including regular and premium gasoline, were delivered from the Port to customers in 11 counties in Southwest and Central Florida, including Racetrac, Speedway and WAWA.


Kinder Morgan Port Terminal, LLC operates dry bulk loading and storage facilities on nearly ten acres of land owned by the Authority. These facilities include four dockside warehouses having a combined storage area of 215,000 square feet and conveyor loading equipment. The primary cargo handled are fertilizer and phosphate products. Kinder Morgan currently has a 100,000 ton minimum annual guarantee with increases to 300,000 tons over the next four years.

Ash Grove Cement leases ten acres of land at the Port for a storage and distribution facility for finished cement. The four silos have a storage capacity of 44,000 tons. Under a lease agreement which is in place until 2049, Ash Grove Cement has minimum annual guarantees of 300,000 tons.


Del Monte Fresh Produce N.A., Inc. has been a tenant at the Port since 1989 and operates out of a 58,000 square foot refrigerated terminal adjacent to Berth 11 leased from the Authority. It also leases 15,000 square feet of chill space in the Authority's administrative building and utilizes 45,000 square feet of chill space adjacent to the terminal at Berth 11. The company imports bananas and other fruits and vegetables from Central America and for 31 years has maintained a weekly vessel calling. In November 2020, Del Monte entered into an agreement with the Authority to partner in $4.5 million renovations to warehouse

  1. This project is also funded by the FDOT.


    Martin Marietta Aggregate operates a propriety, mile-long high-speed conveyor system linking Berth 5 to a modern 20-acre aggregate terminal. A 30-year lease was signed in 2010 with minimum annual guarantees escalating to the current 600,000 tons. In Fiscal Year 2020, Martin Marietta imported nearly 900,000 tons of crushed granite and limestone used for road construction.


    Logistec USA, Inc. has handled since 2003 all of Del Monte's containerized and palletized produce at four of the Port's five cold-storage facilities. Logistec is under agreement with the Port to operate the two port-owned mobile harbor cranes until 2025.


    World Direct Shipping (WDS) offers the fastest short-sea link between Mexico and points east of the Mississippi River since 2014, importing a wide range of cargo from perishable cargo to appliances. The current agreement with WDS is through 2026. Container volumes for 2020 increased 545% from 2015 and WDS has become one of the Port’s top five revenue producers.


    G2 and Arrow Terminals are responsible for shipments from Brazil of aluminum, lumber, plywood, and wood pulp most of which is distributed to Home Depot and Lowe’s distribution centers in the Southeast U.S. The aluminum is used in various industries with seven main customers located in several states from Florida to New York. In November 2020, Arrow Terminals extended its cargo and volume agreement through 2025 with financial guarantees of over $1 million per year.


    Carver Maritime LLC handles aggregate and other bulk materials on its 18-acre facility. Although Carver is a relatively new tenant to the Port having signed a lease for 10 acres in 2018, they have quickly grown in size to 18 acres with options for further expansion.


    Citrosuco North America imports concentrate and not from concentrate juice from Brazil.

    Previously operating as Juice Farms with operations from the Port since 1989.


    Logistec Gulf Coast LLC (LGC) provides varied bulk services – stevedoring, terminal handling, scaling to customers in the Port. LGC handles products such as sulphur, aggregates, bottom ash, salt and other bulk cargoes. LGC has a minimum annual guarantee of 250,000 tons and leases a five-acre cargo pad from the Port.


    Lease Revenues


    The Authority leases (as lessor) a portion of its real property to various tenants for storage and processing of their products, which are loaded and unloaded at the Port. The lessees have constructed the storage or processing facilities necessary for their use on the land leased from the Authority.

    Lease terms vary from 1 to 50 years with renewable options for additional periods ranging from 3 to 6 years in the Fiscal Year ended September 30, 2020. All land held, except for that on which the warehouse and operations and maintenance building are located and land reserved for possible future construction, is available for leasing. Portions of the land are leased periodically on a one-year basis, renewable from year to year. Lease revenues totaled $2,417,409, $2,232,000 and $1,875,000 for the years ended September 30, 2020, 2019 and 2018, respectively.


    The following is a schedule by years of minimum future rental revenues to be received on a non- cancelable operating leases as of September 30:



    Fiscal Year

    Minimum Rental Revenue

    (000s)

    2021

    $1,767

    2022

    1,661

    2023

    1,474

    2024

    767

    2025-2029

    4,004

    2030-2034

    3,855

    2035-2039

    3,760

    2040-2044

    1,444

    2045-2049

    896

    2050-2054

    45


    image

    Source: Manatee County Port Authority.


    Analysis of Cargo Tonnage, Mix and Volume


    The Port is a multi-purpose deepwater seaport on Tampa Bay serving bulk, breakbulk, container, heavy-lift/project and general cargo customers and moves approximately nine million tons of cargo each year. Primary imports consist of tropical fruits and vegetables, citrus juices, natural gas, refined petroleum products, forestry products, project cargo, aluminum and other non-ferrous metals, steel, aggregates and finished fertilizer products. Primary exports consist of finished phosphate products, citrus juices, construction and road-building equipment and used vehicles.


    The Port’s dynamic containerized cargo trade continued to swell at a record pace in the Fiscal Year ended September 30, 2020 with an all-time high of 88,466 twenty-foot-equivalent container units crossing the Port docks, up 54.6% from the Fiscal Year ended September 30, 2019.


    Petroleum products and granite are the Port’s top two commodities. Imports of lumber reflect a 38% increase over the Fiscal Year ended September 30, 2019. Storage revenue increased 28% to nearly $2.6 million.

    Historical Financial Operations


    SUMMARY OF HISTORICAL OPERATING DATA FOR FISCAL YEARS 2016 - 2020

    (000s omitted)




    2016


    2017


    2018


    2019

    Unaudited

    2020

    PORT REVENUES:






    Operating Revenues:






    Dock Operations

    $6,273

    $7,167

    $9,537

    $11,644

    $11,644

    Land Operations

    5,244

    5,507

    5,936

    6,835

    7,162

    Miscellaneous

        432

     1,055

       394

        473

    383

    Total Operating Revenues

    11,949

    13,729

    15,867

    18,952

    17,629

    Non-Operating Revenues:






    Operating Grants

    263

    94

    173

    7

    419

    State Funding

    447

    447

    447

    447

    447

    Interest Income(2)

     72

     76

    198

    525

    351

    Total Non-operating Revenues

    782

    617

    818

    979

    1,217


    OPERATING EXPENSES(1):






    Personal Services

    4,392

    4,614

    5,062

    6,111

    6,006

    Administration and Marketing

    1,393

    1,204

    1,231

    1,281

    1,255

    Engineering and Maintenance

    456

    334

    957

    682

    1,900

    Port Operations

    1,220

    1,248

    1,280

    1,248

    730

    Total Operating Expenses

    7,461

    7,400

    8,530

    9,322

    9,891

    Net Revenue Available for Payment of Senior Debt Service


    5,270


    6,946


    8,155


    10,609


    8,955

    Annual Debt Service

    Requirement on Senior Debt(3)


     2,247


     2,245


     2,247


     2,243


     2,247

    Surplus Port Revenues(4)

    $3,023

    $4,701

    $5,908

    $8,366

    $6,708


    image

    (1) Operating expenses before depreciation and amortization.

    (2) Does not include interest income not available for debt service.

    (3) This amount represents annual debt service requirements on Manatee County Port Authority Revenue Refunding Bonds, Series 2012A and 2012B that are expected to be refunded with proceeds of the Series 2021 Bonds.

    (4) Surplus Port revenues represent excess Port revenues and state funding. Source: Manatee County Port Authority.

    SCHEDULE OF COMPARATIVE OPERATING REVENUES BY ACTIVITY FOR FISCAL YEARS 2016 - 2020

    (000s omitted)




    2016


    2017


    2018


    2019

    Unaudited

    2020

    Cargo Ships

    $5,436

    $6,064

    $8,493

    $10,100

    $8,357

    Other Ships/Barges(1)

    837

    1,103

    1,044

    1,544

    1,547

    TOTAL SHIP RELATED OPERATING REVENUES


    6,273


    7,167


    9,537


    11,644


    9,904

    Land Leases(2)

    1,925

    1,895

    1,875

    2,232

    2,418

    Rail(3)

    194

    432

    341

    349

    276

    Storage(4)

    1,804

    1,526

    1,798

    2,015

    2,599

    Miscellaneous(5)

    1,753

    2,709

    2,316

    2,712

    2,431

    TOTAL NON-SHIP RELATED

    OPERATING REVENUES


    5,676


    6,562


    6,330


    7,308


    7,724

    TOTAL OPERATING REVENUES

    $11,949

    $13,729

    $15,867

    $18,952

    $17,628


    image

    (1) Due to the rise in importing petroleum products, waterborne revenue increased in the Fiscal Year ended September 30, 2016. In the Fiscal Year ended September 30, 2017, ship related revenue increased due to sulphur and petroleum products. In the Fiscal Year ended September 30, 2018, ship related revenue continued to increase due to petroleum, juice and phosphoric rock imports. In the Fiscal Year ended September 30, 2019, ship related revenue continued to increase due to petroleum, juice, fly ash, and the increase in importation of oranges due to shortage caused by Hurricane Irma.

    (2) In the Fiscal Year ended September 30, 2019, lease revenue increased due to acquiring a tenant.

    (3) In the Fiscal Year ended September 30, 2017, rail revenues increased due to fertilizer cargo that had been in decline since 2015.

    (4) In the Fiscal Year ended September 30, 2016, lease revenue was reclassified as storage and the demand for storage rose significantly.

    (5) The scales showed an increase due to an increase in fly ash and juice. In the Fiscal Year ended September 30, 2017, Transportation Workers Identification Cards ("TWIC") escort and guard service revenue was up due to an increase in hazardous materials.

    Source: Manatee County Port Authority.

    PRINCIPAL CUSTOMERS SEPTEMBER 30, 2020


    Customer

    Type of Business

    Billings

    A.R. Savage & Son

    Agent

    $2,501,960

    World Direct Shipping

    Imports/export various cargoes

    1,641,824

    TransMontaigne

    Petroleum products

    1,382,843

    Arrow Terminals

    Imports lumber & aluminum products

    1,249,023

    Del Monte Fresh Produce

    Imports/exports containerized cargo

    1,208,585

    Martin Marietta Aggregate

    Imports aggregate

    1,184,011

    Logistec USA

    Stevedore

    791,408

    Norton Lilly

    Agent

    709,694

    Federal Marine Terminals

    Stevedore

    695,377

    Kinder Morgan

    Stevedore

    595,805


    image

    Source: Manatee County Port Authority.


    Many billings are invoiced directly to the shipper’s agent and/or stevedore. The table above reflects the company invoiced and does not reflect the top customers based on the company responsible for the revenue. The table below reflects the company responsible for generating revenue for the Authority.


    Customer

    Total

    TransMontaigne

    $2,869,239

    G2/Arrow Terminals

    1,982,947

    Martin Marietta

    1,709,028

    World Direct Shipping

    1,632,116

    Kinder Morgan

    1,321,076

    Del Monte

    1,210,747

    Logistec

    856,296

    Citrosuco

    681,959

    Carver

    659,272

    Gulf Coast Bulk/Logistec

    565,921


    image

    Source: Manatee County Port Authority.

    HISTORIC ANNUAL CARGO TONNAGE FISCAL YEARS 2016 — 2020

    (000s omitted)




    2016


    2017


    2018


    2019

    Estimated

    2020

    Liquid Bulk Cargoes






    Ethanol

    32

    46

    86

    123

    73

    Gasoline

    386

    528

    795

    903

    772

    Other Petroleum Products

    206

    266

    544

    571

    458

    Other

    123

    181

     250

     377

    105

    Subtotal

    747

    1,021

    1,675

    1,974

    1,408

    Dry Bulk Cargoes






    Fertilizers

    147

    368

    375

    327

    295

    Cement/clinkers/fly ash

    117

    139

    224

    453

    180

    Aggregate

    390

    566

    639

    877

    1,090

    Other

    156

      254

     732

      583

    313

    Subtotal

    810

    1,327

    1,970

    2,240

    1,878

    General Cargoes






    Food products

    431

    442

    467

    533

    527

    Paper and lumber

    124

    191

    216

    167

    142

    Water sales

    11

    12

    12

    18

    11

    Construction products

    145

    166

    160

    125

    162

    Other

     71

    101

    116

     169

    344

    Subtotal

    782

    912

    971

    1,012

    1,186

    Total Cargo Tonnage

    2,339

    3,260

    4,616

    5,226

    4,472


    image

    Source: Manatee County Port Authority.

    HISTORICAL COVERAGE OF PROJECTED MAXIMUM ANNUAL DEBT


    Amounts in the following table may not match those found in the table entitled "Summary of Historical Operating Data" due to various requirements provided in the Resolution for definitions of "Port Revenues" and "Operating Expenses."


    Pro Forma Schedule of Revenue Bond Coverage Last Five Fiscal Years


    2016

    2017

    2018

    2019

    2020

    Port Revenues(1)





    Operating Expenses(2)





    Net Revenue Available Debt Service





    Maximum Annual Debt Service

    Requirement(3)





    Coverage






    image

    (1) "Gross Revenue" means all rates, fees, charges, assessments or other income received by or accrued to the Authority.

    (2) "Expenses" exclude depreciation of fixed assets and amortization of deferred charges which are reflected as expenses in the financial statements.

    (3) Maximum Annual Debt Service includes estimated debt service on the Series 2021 Bonds based on a final maturity of October 1,           and an estimated true interest cost rate of         %.


    NON-AD VALOREM REVENUES AVAILABLE FOR PAYMENTS PURSUANT TO INTERLOCAL AGREEMENT


    General


    The Interlocal Agreement provides that, until the Series 2021 Bonds are paid or deemed paid pursuant to the provisions of the Resolution, the County has covenanted to appropriate in its annual budget, by amendment if necessary, in each Fiscal Year, Non-Ad Valorem Revenues to cure any Reserve Account Deficiency relating to the Series 2021 Bonds. Notwithstanding the foregoing covenant of the County, the County has not covenanted to maintain any services or programs now provided or maintained by the County that generate Non-Ad Valorem Revenues.


    With regard to the covenant to budget and appropriate described above, such covenant to budget and appropriate Non-Ad Valorem Revenues is not a pledge by the County of such Non-Ad Valorem Revenues and is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues of the County heretofore or hereafter entered into, including the payment of debt service on bonds or other obligations so secured. Such covenant to budget and appropriate is subject to the provisions of Section 129.07, Florida Statutes, which makes it unlawful for the County to expend moneys not appropriated and in excess of the County's current budgeted revenues. Such covenant does not require the County to levy and collect any particular Non-Ad Valorem Revenues nor to maintain or continue any particular Non-Ad Valorem Revenues. Such covenant does not give the Bondholders a prior claim on such Non-Ad Valorem Revenues as opposed to claims of general creditors of the County.


    The County has previously issued the following obligations secured by such covenant to budget and appropriate (referred to below as the "County Bonds"): (i) Revenue Refunding and Improvement Bonds, Series 2013, which were outstanding in the amount of $28,435,000 as of September 30, 2020, (ii)

    Revenue Improvement Bonds, Series 2016, which were outstanding in the amount of $14,570,000 as of September 30, 2020; (iii) Revenue Improvement and Refunding Bonds, Series 2019 (Transportation Projects), which were outstanding in the amount of $48,165,000 as of September 30, 2020; and (iv) Revenue Refunding Bonds, Series 2019 (ESCO Project), which were outstanding in the amount of $8,365,000 as of September 30, 2020.


    In connection with the County Bonds, the County has covenanted to comply with certain anti- dilution tests restricting the issuance of debt payable from Non-Ad Valorem Revenues. The County believes it is in compliance with such tests. Furthermore, certain of the County Bondholders may be able to accelerate the debt in the event of a payment default.


    Since there is no lien on the Non-Ad Valorem Revenues in favor of the holders of the Series 2021 Bonds and the County Bonds, the pursuit of remedies and enforcement of the County's obligations by the Series 2021 Bondholders or County Bondholders may result in the payment of debt service on certain bond issues prior to the payment of debt service on others.


    Pursuant to the Resolution, Non-Ad Valorem Revenues mean all revenues of the County derived from any source whatever, other than ad valorem taxation on real and personal property, which are legally available for payment of debt service by the County. The following is a partial listing of current Non-Ad Valorem Revenues of the County which could be available for the payment of the principal of and interest on the Series 2021 Bonds and the other obligations described above. This listing is not complete and is set forth merely to describe in summary form certain of the County's Non-Ad Valorem Revenues. Certain Non-Ad Valorem Revenues, such as gas taxes, may have legal constraints as to their use. The information in this Section has been provided to the Authority by the County. No representation is being made by the Authority, or has been made by the County to the Authority that any of the sources listed below will be available in future years, or if available, will be budgeted and appropriated to fund a Reserve Account Deficiency with the respect to the Series 2021 Bonds.


    Local Government Half-Cent Sales Tax


    General


    Half-Cent Sales Tax Revenues consist of the amount of the Local Government Half-Cent Sales Tax distributed by the State of Florida (the "State") from the Local Government Half-Cent Sales Tax Clearing Trust Fund (the "Trust Fund") to the County pursuant to the provisions of Chapter 218, Part VI, Florida Statutes (the "Sales Tax Act").


    The State levies and collects a sales tax on, among other things, the sales price of each item or article of tangible personal property sold at retail in the State, subject to certain exceptions and dealer allowances. In 1982, with the enactment of Chapter 218, Part VI, Florida Statutes, the Florida legislature created the Local Government Half-Cent Sales Tax Program (the "Half-Cent Sales Tax Program") which distributes a portion of the sales tax revenue and money from the State's General Revenue Fund to counties and municipalities that meet strict eligibility requirements. See "—Eligibility" below. In 1982, when the Half- Cent Sales Tax Program was created, the general rate of sales tax in the State was increased from 4% to 5%, and one-half of the fifth cent was devoted to the Half-Cent Sales Tax Program, thus giving rise to the name "Half-Cent Sales Tax." Although the amount of sales tax revenue deposited into the Half-Cent Sales Tax Program is no longer one-half of the fifth cent of every dollar of the sales price of an item subject to sales tax, the name "Half-Cent Sales Tax" has continued to be utilized.

    Section 212.20, Florida Statutes, provides for the distribution of sales tax revenues collected by the State of Florida and further provides for the distribution of a portion of sales tax revenues to the Trust Fund, after providing for transfers to the General Fund. The proportion of sales tax revenues deposited in the Trust Fund (the "Statewide Half-Cent Sales Tax Revenues") is 8.814% of all State sales tax remitted to the State by a sales tax dealer located within a particular county. Such amount deposited in the Trust Fund is earmarked for distribution to the governing body of such county and each participating municipality within that county pursuant to a distribution formula. The general rate of sales tax in the State is currently 6%. The Statewide Half-Cent Sales Tax Revenues are distributed from the Trust Fund on a monthly basis to participating units of local government in accordance with Sales Tax Act.


    Eligibility


    To be eligible to participate in the Half-Cent Sales Tax Program, each municipality and county is required to have:


    1. reported its finances for its most recently completed fiscal year to the State Department of Financial Services as required by Florida law;


    2. made provisions for annual post audits of financial accounts in accordance with provisions of law;


    3. levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes levied for debt service or other special millages authorized by the voters, to produce the revenue equivalent to a millage rate of three (3) mills on the dollar based upon 1973 taxable values or, in order to produce revenue equivalent to that which would otherwise be produced by such three (3) mill ad valorem tax, to have received a remittance from the county pursuant to a municipal services benefit unit, collected an occupational license tax, utility tax, or ad valorem tax, or have received revenue from any combination of those four sources;


    4. certified that persons in its employ as law enforcement officers meet certain qualifications for employment, and receive certain compensation;


    5. certified that persons in its employ as firefighters meet certain employment qualifications and are eligible for certain compensation;


    6. certified that each dependent special district that is budgeted separately from the general budget of such county or municipality has met the provisions for annual post audit of its financial accounts in accordance with law; and


    7. certified to the Florida Department of Revenue ("FDOR") that it has complied with certain procedures regarding the establishment of the ad valorem tax millage of the county or municipality as required by law.


Although the Sales Tax Act does not impose any limitation on the number of years during which a county or municipality may receive distributions of the Statewide Half-Cent Sales Tax Revenues from the Trust Fund, there may be amendments to the Sales Tax Act in subsequent years imposing additional requirements of eligibility for counties and municipalities participating in the Statewide Half-Cent Sales Tax program, or the distribution formulas in Sections 212.20(6)(d) or 218.62, Florida Statutes, may be

revised. To be eligible to receive distributions from the Trust Fund in future years, the County must comply with the financial reporting and other requirements of the Sales Tax Act. Otherwise, the County would lose its Trust Fund distributions for twelve (12) months following a "determination of noncompliance" by the FDOR.


Distribution


Statewide Half-Cent Sales Tax Revenues collected within a county and deposited in the Trust Fund are distributed among such county and the eligible municipalities therein in accordance with the following formula:


County's share

(expressed as a percentage of total Statewide Half-Cent Sales Tax Revenues)


Unincorporated

county

 population                                      


+

2/3 of the

incorporated

county population       

=



total

county population


+

2/3 of the

incorporated county population

Each municipality's share (expressed as a percentage of Statewide Half-Cent

Sales Tax Revenues)


municipality population


=





total

county population


+

2/3 of the

incorporated county population


image

The amount of Statewide Half-Cent Sales Tax Revenues distributed to the County is subject to increase or decrease due to (i) more or less favorable economic conditions, (ii) increases or decreases in the dollar volume of taxable sales within the County, (iii) legislative changes relating to the sales tax, which may include changes in the scope of taxable sales, changes in the tax rate and changes in the amount of sales tax revenue deposited into the Trust Fund, and (iv) other factors which may be beyond the control of the County, including but not limited to the potential for increased use of electronic commerce and other internet-related sales activity that could have a material adverse impact upon the amount of sales tax collected by the State of Florida and then distributed to the County.


In particular, the share of the Statewide Half-Cent Sales Tax Revenues collected within the County and deposited in the Trust Fund which is to be distributed to the County will be affected by changes in the relative populations of the unincorporated and incorporated areas within the County. Such relative populations are subject to change through normal increases and decreases in population within the existing unincorporated and incorporated areas of the County and are also subject to change by the annexation of previously unincorporated areas of the County by the municipalities within the County. Such annexations would not only increase the population of the incorporated areas but also would, in equal amount, decrease the population of the unincorporated areas.


Recent Legislation


The Florida Legislature passed CS/HB 7087 during its 2018 session that went into effect on July 1, 2018. Among other things, CS/HB 7087 implemented new, extended, or expanded sales tax exemptions for: sales tax credits for contributions to the Gardiner Scholarship and Florida Tax Credit Scholarship programs; certain generators for nursing homes and assisted living facilities; certain purchases of

agriculture related fencing materials and building materials for repair of storm damage from Hurricane Irma. The Florida Legislature passed CS/HB 7097 during its 2020 session that went into effect on July 1, 2020. Among other things, CS/HB 7097 added sales tax holidays including a three day "back to school" holiday for clothing, footwear, school supplies and computers and a seven day "disaster preparedness" holiday for sales of specified items related to disaster preparedness. The County does not expect CS/HB 7087 and CS/HB 7097 will have an adverse impact on its ability to pay debt service on the Series 2021 Bonds, if necessary.


Guaranteed Entitlement


A portion of the taxes levied and collected by the State is shared with local governments under provisions of Chapter 218.215, Florida Statutes. To be eligible for State Revenue Sharing Funds, a local government must comply with a variety of state mandated requirements. The County has always complied with such requirements.


The amount of the State Revenue Sharing Funds distributed to a county is calculated using a formula consisting of the following equally weighted factors: county population, unincorporated county population and county sales tax collections. A county's population factor means a county's population divided by the total population of all eligible counties in the State. The unincorporated county population factor means the county's unincorporated population divided by the total unincorporated population of all eligible counties in the State. A county's sales tax collections factor means that county's sales tax collections during the preceding year divided by the total sales tax collections during the same period for all eligible counties in the State. Funds are wired monthly by FDOR.


Each eligible county is entitled to receive a minimum amount of State Revenue Sharing Funds, known as the "Guaranteed Entitlement" and the "Second Guaranteed Entitlement," the first of which is correlated to amounts received by such county from certain taxes on cigarettes, roads and intangible property in the State Fiscal Year 1971-1972 and the second of which is correlated to the amount received by such county in State Fiscal Year 1981-1982 from the then-existing tax on cigarettes and intangible personal property, less the Guaranteed Entitlement. The funds remaining in the Revenue Sharing Trust Fund after the distribution of the Guaranteed Entitlement and Second Guaranteed Entitlement are referred to as "growth monies" that are further distributed to eligible counties (the "Growth Monies").


The Revenue Sharing Act currently provides for the deposit of 2.9% of net cigarette tax collections and 2.0810% of the net sales and use tax revenues collected to be deposited to the Revenue Sharing Trust Fund for counties. The FDOR has estimated that the State revenue sharing that will accrue to the County during the Fiscal Year ended September 30, 2019-2020 will be $9,983,125, which will be received by the County in substantially equal monthly payments. The County's Guaranteed Entitlement amounts to

$530,269 annually. The County's Second Guaranteed Entitlement amounts to $1,054,557 annually. There are no restrictions on the use of the Guaranteed Entitlement, Second Guaranteed Entitlement or the Growth Monies; however, there are restrictions on the amount of funds that can be specifically pledged for indebtedness. Counties are allowed to pledge the full amount of the Guaranteed Entitlement and the Second Guaranteed Entitlement revenues. In addition, a county can assign, pledge, or set aside as a trust for the payment of principal or interest on bonds or any other form of indebtedness an amount up to 50 percent of the State Revenue Sharing Funds (including Growth Monies) received by it in the prior State fiscal year.

Communications Services Tax


Chapter 202, Florida Statutes (the "CSTA") authorizes counties in Florida to impose a local communications services tax on the sale of communications services as defined in Section 202.11, Florida Statutes. The County has imposed the local communications services tax at a rate of 1.84%, which is the maximum rate permitted for non-charter counties under the CSTA.


The local communications services tax applies to the purchase of "communications services" which originated or terminated within the County, with certain exemptions described below. "Communication services" under the CSTA are defined as the transmission, conveyance, or routing of voice, data, audio, video, or any other information or signals, including cable services, to a point, or between or among points, by or through any electronic, radio, satellite, cable, optical, microwave, or other medium or method now in existence or hereafter devised, regardless of the protocol used for such transmission or conveyance. The term does not include:


  1. Information services.

  2. Installation or maintenance of wiring or equipment on a customer's premises.

  3. The sale or rental of tangible personal property.

  4. The sale of advertising, including, but not limited to, directory advertising.

  5. Bad check charges.

  6. Late payment charges.

  7. Billing and collection services.

  8. Internet access service, electronic mail service, electronic bulletin board service, or similar on-line services.


While such services have historically been taxed, if the charges for such services are not stated separately from the charges for communications services, on a customer's bill, providers now have the ability to exclude such services from the tax if they can be reasonably identified from the selling dealer’s books and records kept in the regular course of business. The dealer may support the allocation of charges with books and records kept in the regular course of business covering the dealer’s entire service area, including territories outside of Florida.


The sale of communications services to (i) the federal government, or any instrumentality or agency thereof, or any entity that is exempt from state taxes under federal law, (ii) the State or any county, municipality or political subdivision of the State when payment is made directly to the dealer by the governmental entity, and (iii) any home for the aged or educational institution (which includes state tax- supported and nonprofit private schools, colleges and universities and nonprofit libraries, art galleries and museums, among others) or religious institutions (which include, but are not limited to, organizations having an established physical place for worship at which nonprofit religious services and activities are regularly conducted) that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), are exempt from the local communications services tax.


The CSTA provides that, to the extent that a provider of communications services is required to pay to a local taxing jurisdiction a tax, charge, or other fee under any franchise agreement or ordinance with respect to the services or revenues that are also subject to the local communications services tax, such provider is entitled to a credit against the amount of such local communications services tax payable to the State in the amount of such tax, charge, or fee with respect to such service or revenues. The amount of such credit is deducted from the amount that such local taxing jurisdiction is entitled to receive under Section

202.18(3), Florida Statutes. However, the County does not impose any such fees or charges on communications services providers.


Under the CSTA, local governments must work with the FDOR to properly identify service addresses to each municipality and county. If a jurisdiction fails to provide the FDOR with accurate service address information, the local government risks losing tax proceeds that it should properly receive. The County believes it has provided the FDOR with all information that the FDOR has requested as of the date hereof and that such information is accurate.


Providers of communications services collect the local communications services tax and may deduct 0.75% as a collection fee (or 0.25% in the case of providers who do not employ an enhanced zip code database or a data base that is either supplied or certified by the FDOR). The communications services providers remit the remaining proceeds to the FDOR for deposit into the CST Trust Fund. The FDOR then makes monthly contributions from the CST Trust Fund to the appropriate local governments after deducting up to 1% of the total revenues generated as an administrative fee.


The proceeds of the local communications services tax, less the FDOR’s cost of administration which may not exceed 1% of the total tax generated, are deposited in the Local Communications Services Tax Clearing Trust Fund (the "CST Trust Fund") and distributed monthly to the appropriate jurisdiction. The local communications services tax revenues received by the County are deposited into the County General Fund and may be used for any public purpose. The revenues that are received by the County from such communications services tax which derive from the CST Trust Fund created with the FDOR pursuant to Section 202.193, Florida Statutes, may be pledged for the repayment of current or future bonded indebtedness.


The amount of local communications services tax revenues received by the County is subject to increase or decrease due to (i) increases or decreases in the dollar volume of taxable sales within the County,

(ii) legislative changes, and/or (iii) technological advances which could affect consumer preferences.


The amount of the local communications services tax revenues collected within the County may be adversely affected by the incorporation of new municipalities in the unincorporated areas of the County and the annexation of unincorporated areas of the County by the municipalities within the County. Such incorporation and/or annexation would decrease the number of addresses contained within the unincorporated areas of the County. [Any incorporations/annexations will be disclosed here.]


Other Non-Ad Valorem Revenues


Mobile Home Licenses. Section 320.08, Florida Statues, imposes an annual license tax in lieu of ad valorem taxes upon mobile homes which are not permanently affixed to real property. The annual license taxes are remitted by the Tax Collector to the State. Pursuant to Section 320.081, Florida Statutes, after deduction of a service charge for each license issued, the State remits to the County one-half of the balance of such taxes derived from licenses issued to mobile homes located within the unincorporated area of the County. The State remits such funds to the County on a monthly basis.


Insurance Agent Licenses. Section 624.501, Florida Statutes, imposes certain license taxes payable by insurance agents and solicitors. A portion of these license taxes is designated as the "County License Tax." All such license taxes, including the County License Tax, are collected by the State of Florida, Department of Insurance. Pursuant to Section 624.506, Florida Statutes, after deducting service charges of

8%, the balance of the County License Tax collected from insurance agents and solicitors which maintain offices within the County are required to be remitted to the County on an annual basis.


Alcoholic Beverage Licenses. Pursuant to Sections 561.14(6), 563.02, 564.02, 565.02(1), (4) and (5) and 565.03, Florida Statutes, the State of Florida levies license taxes on vendors, manufacturers and distributors of beer, wine and liquor. Section 561.342, Florida Statutes, requires that 24% of such taxes collected within the County be returned to the County. Distributions are made to the County on a monthly basis.


Elected Official Excess Fees. Elected Official Excess Fees represent excess statutory fees and other moneys collected throughout the year by the Manatee County Property Appraiser, Tax Collector, Clerk of the Circuit Court and Sheriff, the County's elected officials who collect such fees. Excess fees are remitted to the County at the end of the County's Fiscal Year.


Fines and Forfeitures. The Clerk of the Circuit Court collects court-related fines and forfeitures and remits such collections on a monthly basis to the County.


Charges for Services. This source of Non-Ad Valorem Revenues consists primarily of emergency medical services fees, court facility fees and fees charged by the County Sheriff for additional security at Sarasota-Bradenton Airport and other municipalities.


Sheriff Program Reimbursements. Sheriff Program Reimbursements consist of fees received from various sources including: child protective services and various grants consisting of and relating to victim advocacy, Community Oriented Policy Service (COPS grants), Byrne Justice Assistance (Byrne grants) and homeland security grants.


Indirect Cost Recovery. The County's proprietary funds are charged for overhead and other administrative service costs.


State Grants. The State of Florida makes grants to the County, the majority of which have covered special public defender and witness coordination reimbursements, victim advocacy costs and medical examiner fees.


Other. Other Non-Ad Valorem Revenues of the County include permit fees, franchise taxes, license fees, interest earnings, charges for services and various federal grants. The following is a listing of such Non-Ad Valorem Revenues of the County. This listing also includes the net assets of the County's golf courses. Such net assets include cash and also include equipment, which equipment is not available for the payment of debt service on the Series 2021 Bonds.


From time to time, the County issues various forms of debt and financing instruments which may be secured by the Non-Ad Valorem Revenues of the County. To the extent the County pledges Non-Ad Valorem Revenues to the payment of such debt, those revenues will only be available to cure any Reserve Account Deficiency with respect to the Series 2021 Bonds after payment of debt service on such debt.

The following table has been provided to the Authority by the County:


Manatee County, Florida

Non-Ad Valorem Revenues Legally Available to Pay Debt Service on Certain Bonds and Other Indebtedness Last Five Fiscal Years

(000s omitted)




2016


2017


2018


2019

Unaudited

2020

Permit fees

$781

$771

$827

$937


State revenue sharing(1)

8,884

9,388

9,957

10,597


Sheriff program reimbursements

105

191

204

201


Mobile home licenses

281

273

274

269


Communication service tax

3,307

3,300

3,324

3,032


1/2 Cent sales tax

24,445

25,401

26,580

27,265


Infrastructure Sales Surtax(2)

--

17,438

25,225

25,529


Planning and zoning fees

3,354

3,347

4,109

4,287


Elected officials excess fees

6,298

7,001

6,430

10,059


Interest

905

1,211

2,266

4,554


Charges for services

20,420

17,161

16,156

16,969


Payments in lieu of taxes/Franchise Fees

10,594

11,131

11,567

11,946


Tax increment refund

--

--

--

--


Road assessments

51

42

18

44


Indirect cost recovery

11,863

11,045

11,903

11,982


Miscellaneous

3,879

5,343

8,624

7,180


Non-revenue interfund transfers

6,096

6,887

4,087

3,133


Subtotal

101,263

119,930

131,551

137,984


Fines & forfeitures(3)

1,572

1,622

1,717

1,624


Gas taxes(4)

20,855

21,437

21,391

21,716


Legally available revenues before general O&M

123,690

142,989

154,659

161,324


Less General O&M not supported by Ad Valorem taxes(5)

101,714

101,673

103,692

107,557


Net legally available revenues for debt service

21,976

41,216

50,967

53,767


Beginning fund balance:






General fund

66,252

81,539

83,875

96,508


Transportation trust fund

22,690

24,566

25,547

25,529


Total net legally available funds available

for non-ad valorem commitments


110,918


147,421


160,389


175,804


Less non-ad valorem commitments(6)






2006 Revenue Improvement Bonds

4,463

--

--

--


2010 Revenue Refunding Bonds

1,720

1,719

--

--


2013 Revenue Refunding and Improvement Bonds

8,126

12,779

12,582

12,605


2014 Revenue Improvement Bonds(7)

357

368

380

394


2016 Revenue Improvement Bonds

472

481

444

503


2016 Revenue Improvement Note(8)

68

203

18,738

--


2018 Revenue Refunding and Improvement Note(7)

--

--

297

847


Total net legally available funds for

debt service and retained earnings(9)


$93,081


$126,812


$122,887


$156,393



[Footnotes continued on following page]


image

(1) Includes guaranteed entitlements.

(2) In the fall of 2016, the Manatee voters approved a Discretionary Sales Surtax of 0.5 percent (0.5%), commencing January 1, 2017. The intended use of the proceeds of the Discretionary Sales Surtax is to pay the cost of major road upgrades to improve traffic throughout the County, public safety, law enforcement and parks and preserves. Such revenues will not be legally available to pay debt service on the Series 2021 Bonds.

(3) Used primarily for criminal fees and costs.

(4) Gas taxes may be used only for certain transportation expenditures. Such revenues will not be legally available to pay debt service on the Series 2021 Bonds.

(5) General and municipal services fund expenditures times ratio of available revenue to total revenue.

(6) Includes all debt of the County payable in such years from non-ad valorem revenues with the exception of the County's Public Utilities System. Does not include debt which has been incurred subsequent to such years.

(7) Refunded through the issuance of the County’s Revenue Improvement and Refunding Bonds, Series 2019 (Transportation Projects) and Revenue Refunding Bonds, Series 2019 (ESCO Project).

(8) In the Fiscal Year ended September 30, 2018, this note was prepaid and is no longer outstanding as of the date hereof.

(9) The County has a contingent obligation to pay the Series 2021 Bonds that arises if the Authority fails to pay principal and/or interest on such Series 2021 Bonds, which are only payable from Non- Ad Valorem Revenues to the extent there exists a Reserve Account Deficiency as described under the heading "SECURITY FOR THE BONDS — Interlocal Agreement" herein.

Source: Manatee County, Florida.


The County's covenant to budget and appropriate in its general annual budget for the purposes and in the manner described above shall have the effect of making available for the payment of the principal of and interest on certain County Bonds and to cure any Reserve Account Deficiency with respect to the Series 2021 Bonds from Non-Ad Valorem Revenues and placing a positive duty on the County to budget and appropriate, by amendment, if necessary, amounts sufficient to meet its obligations under the Interlocal Agreement, subject to the limitations provided above.


Continued receipt of such Non-Ad Valorem Revenues is dependent upon a variety of factors, including formulas specified in Florida law for the distribution of such funds which take into consideration the ratio of residents in incorporated areas of the County to total County residents. Aggressive annexation policies by municipalities in the County or growth in the unincorporated areas of the County could have an adverse effect on the receipt of certain Non-Ad Valorem Revenues.


For a further description of Non-Ad Valorem Revenues of the County and the outstanding debt obligations of the County, reference is made to the Audited Basic Financial Statements of the County for the Fiscal Year Ended September 30, 2020 included as APPENDIX C hereto. As of the Fiscal Year ended September 30, 2020, the County had approximately $99,535,000 aggregate principal amount of indebtedness, which is secured by a covenant to budget and appropriate. Such amount excludes the Series 2021 Bonds, which are only secured by Non-Ad Valorem Revenues to the extent there exists a Reserve Account Deficiency as described under the heading "SECURITY FOR THE BONDS — Interlocal Agreement" herein.

RISK FACTORS


The Authority's ability to derive Port Revenues from its operation of the Port Facilities in amounts sufficient to pay the debt service on the Series 2021 Bonds, and all additional Bonds hereafter issued under the Resolution depends on several factors which are not subject to the control of the Authority. These factors include the financial strength of the shipping and petroleum industries in general, and of the firms within those industries that operate at the Port, in particular. In addition, a worsening of general economic conditions, including inflation, general cost increases, international trade or oil embargoes, or continued trade deficit imbalances, could affect the Authority's operations and income by either increasing operating costs without corresponding revenue increases or decreasing cargo volume. Prospective investors should carefully consider the risks described below, among other factors, before making an investment decision. The following discussion is not meant to be an exhaustive list of the risks and other factors that should be considered in connection with the purchase of the Series 2021 Bonds and does not necessarily reflect the relative importance of the various risks and other factors. The Series 2021 Bonds may not be suitable for all investors. Prospective purchasers of the Series 2021 Bonds should give careful consideration to the information set forth in this Official Statement, including, in particular, the matters referred to in the following summary. Any of the risks discussed herein, among others, may adversely affect the operations and results of the Port Facilities and the Authority, which could result in decreases in the value and liquidity of the Series 2021 Bonds. Moreover, there can be no assurance that other risk factors will not become material in the future.


Absence of Feasibility Study


Although the Authority's management and staff compile projections of future operating revenues and expenses of the Authority periodically, no feasibility consultant or other expert has been retained by the Authority in the past five years to forecast or project the expected results of future operations of the Authority. Thus, no independent feasibility study or report has been prepared or is available for inclusion in this official statement for the purpose of forecasting the Authority's revenues expected to be available in the future to pay debt service on the Series 2021 Bonds and any additional Bonds hereafter issued under the Resolution.


Labor Relations


Certain operations of the Port are dependent on good labor relations between the stevedoring firms, shipping lines and other tenants and franchisees operating at the Port and the longshoremen, cargo checkers and other workers. The Port is open to both union and nonunion workers. In the opinion of the Authority's management, the Authority and its lessees enjoy good labor relations. However, there can be no assurance that strikes with labor disruptions will not occur in the future.


Competition


As described under the heading "MANATEE COUNTY PORT AUTHORITY -- Competing Port Facilities," there are many other port facilities in Tampa Bay which compete with the Port for cargo business. In the future, the level of competition with respect to those business operations could increase if these and other ports were to expand or to establish additional facilities and services, which may have an adverse impact on Authority revenues. Factors such as the total delivered cost for goods, harbor and shipping channel depth, service reliability, available distribution and transload facilities and transit time

affect carrier decisions (and sometimes shipper directions) about which port to use. These factors may be affected by developments outside the Authority's control.


Bankruptcy/Enforceability of Remedies


The enforceability of Bondholders rights and remedies may be subject to limitations under the Federal Bankruptcy Code, 11 U.S.C. Section 101 et seq., as amended (the "Bankruptcy Code"). Any obligations incurred by the Authority in issuing the Series 2021 Bonds may also be subject to the reasonable and necessary exercise of the sovereign police power of the State of Florida with respect to the enforcement of remedies provided in the Resolution. Bankruptcy proceedings or the exercise of the police power of the State of Florida and its subdivisions, if initiated, could subject Series 2021 Bondholders to judicial discretion and interpretation of their rights in bankruptcy, or otherwise, and consequently may entail risks of delay or limitation or modification of their rights. The Bankruptcy Code provides that no lien resulting from an agreement creating a security interest which is entered into before the commencement of proceedings under the Bankruptcy Code is enforceable against property acquired after the commencement of such proceedings. It is arguable that the pledge of the Pledged Revenues securing the Series 2021 Bonds would not be enforceable once bankruptcy proceedings have been instituted by or against the Authority.


The various legal opinions to be delivered concurrently with the delivery of the Series 2021 Bonds (including Bond Counsel's approving opinion) will be qualified, as to the enforceability of the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery.


Force Majeure; Climate Change; Hurricanes


The operation of the Port is subject to the risk of future events of force majeure, including, but not limited to, damaging storms, wind and flood, fire and explosion, strikes and lockouts and spills of hazardous substances. Port operations also may be stopped or delayed by non-casualty events, changes in law or litigation. Any of these events can result in delays in the Authority's ability to provide services or suspension of operations, resulting in increased expense and potential loss of business. In addition, severe weather or natural disasters can cause material damage to the Authority's equipment, including cranes, its buildings and infrastructure, which could adversely affect the Authority's business. There can be no assurance that the Authority's insurance proceeds would be adequate in any such event.


The State of Florida is generally susceptible to hurricanes and similar storms in which winds and tidal surges are powerful enough to cause severe destruction. The Port, as a coastal area, is particularly susceptible to such storms and their effects. Such effects can be exacerbated by a longer term shift in the climate over several decades (commonly referred to as climate change), including increasing global temperatures and rising sea levels. The occurrence of such extreme weather events could damage the Port Facilities or the local infrastructure that provides essential services to the Port Facilities. No assurance can be given as to whether future extreme weather events will occur that could materially impair the financial condition of the Authority or damage the Port Facilities.


The Authority has adopted a heavy weather plan in an effort to, among other things, establish protective measures to be effected in the Port and to make the Port Facilities safer in case of a hurricane strike. The Authority's casualty insurance covers buildings and structures located on land. However, the insurance for windstorm and hail damage under such policies has a separate deductible of the greater of

$25,000 or 3% of the damaged property value for each occurrence for the Port location. Neither the

Authority nor the County maintains a designated fund for the deductible. Any such funding would be subject to the availability of funds at the time of the loss and at the Port's direction. There is no assurance that proceeds of such insurance would be sufficient to fully compensate for hurricane or other storm damage to such buildings and structures. In addition, the amount of Port Revenues that would be lost during any period of repair required after the effects of a hurricane or other casualty cannot be predicted with any reasonable degree of certainty. No assurance can be given that such insurance would be adequate to cover all damages and losses during any repair or reconstruction period resulting from a hurricane or other casualty.


In 2017, the Port experienced damage to its warehouse doors and roofs caused by Hurricane Irma which made landfall on September 10, 2017 as a Category 3 storm, near Marco Island, which is located approximately 150 miles south south-east of the Port. The repairs to two of the roofs (Warehouses 2 and 8) were covered by insurance and damages exceeded the deductible resulting in the Port paying only the deductible. Insurance paid the vendor directly for Warehouses 2 and 8 roof repairs. Other buildings requiring roof repairs had damages that did not exceed the insurance deductible and therefore were paid for by the Authority. New roll-up doors were installed at Warehouse 3; Warehouse 6 had roof, roll-up doors and equipment damage; Warehouses 9 and 11 also had roof damage. In total, the Port paid out of pocket $532,440 with $142,901 reimbursed by FEMA.


Tropical Storm Eta caused minor damage to Warehouse 2 and damage to the roof of Warehouse 7 in two areas. Warehouse 2 had minor roof damage which was repaired by insurance. Warehouse 7 roof repairs are covered by insurance and damage exceeded the deductible, so the Authority will pay for the deductible.


Since 2017, many of the Port’s roofs have been replaced or re-coated with the majority repaired in 2020. These improvements should improve the resistance to storm damage. Recent and future berth reconstruction were and will be designed with the structural capacity to handle deadload of increasing dock elevation to account for sea level rise. All buildings are designed to meet wind loads as required for the building code.


In an effort to become a more resilient government and community, the County is actively researching the potential impacts of climate change and sea level rise. The County has partnered with the Tampa Bay Regional Planning Council to assess the County's vulnerability to such topics with regards to three risk categories - infrastructure, environment, and society. The County also joined other communities of the Tampa Bay region to create a resiliency coalition in October 2018. This coalition serves as a means to coordinate resiliency and mitigation efforts across city and county lines.


Regulation


The Authority is subject to the general requirements of State and Federal environmental legislation, including the regulations of the Florida Department of Environmental Protection ("DEP"). Projects involving dredging require the approval of the U. S. Army Corps of Engineers. The Authority is also subject to and files with the Interstate Commerce Commission rates and regulations regarding the Port railroad operations.


To the knowledge of the Authority, no regulatory action has been taken or is threatened and no regulatory approval is required and outstanding which would materially affect the Port Revenues of the Authority or the ability of the Authority to complete any planned construction program. The Authority,

in compliance with Section 15 of the United States Shipping Act, publishes with the Federal Maritime Commission a port tariff establishing the rates, rules and regulations that apply to all users of the Port Facilities. Nevertheless, actions in any of these areas could result in a reduction in Port Revenues, or the loss of the ability of the Port to operate all or a portion of the Port Facilities, and consequently, could adversely affect the ability of the Authority to make payments on the Series 2021 Bonds and any additional Bonds hereafter issued under the Resolution.


Environmental Hazards


Any owner or operator of real estate may be adversely affected by legislative, regulatory, administrative and enforcement action involving environmental controls. For example, if any of the property on which Port Facilities are located or other property operated by the Authority is determined to be contaminated, the Authority could be liable for significant clean-up costs even if not responsible for the contamination. The costs of decontamination or clean-up could be significant and the incurrence of such costs could have a material adverse impact on Port Revenues. The Authority is not currently involved in any such enforcement action involving environmental contamination and is not aware of any potential contamination.


COVID-19


The outbreak of the highly contagious COVID-19 pandemic in the United States in March 2020 has generally had a negative financial impact on local, state and national economies around the country, including significantly increased unemployment in certain sectors including especially travel, hospitality and restaurants.


COVID-19 is a respiratory virus which first reported in China and thereafter spread around the world, including the United States, and is considered a Public Health Emergency of International Concern by the World Health Organization. This led to quarantine and other "social distancing" measures throughout the United States. These measures included recommendations and warnings to limit non-essential travel and promote telecommuting. As a result of the spread of COVID-19, the Governor of Florida declared a state of emergency on March 9, 2020. Additionally, the Governor executed various other executive orders which, among other things, (i) closed bars and restaurants to dine-in customers, (ii) suspended vacation rentals and (iii) issued a mandatory "safer at home" order for the entire State effective April 3, 2020 through April 30, 2020. On April 29, 2020, the Governor announced the first phase of reopening businesses which began on May 4, 2020 and allowed for certain businesses to open at 25% capacity. On May 15, 2020, the Governor announced an expanded phase one opening and on June 3, 2020, the Governor announced most of the State would enter phase two of reopening effective June 5, 2020. On September 25, 2020, the Governor announced the State would enter phase three of reopening effective immediately which effectively lifted all COVID-19 restrictions on restaurants and other businesses. In December, 2020, COVID-19 vaccines were approved and began to be administered under emergency use authorizations. The County began scheduling individuals for the first dose of a two dose series of the COVID-19 vaccines the week of January 11, 2021. The efficacy of the vaccines could be impacted by the spread of new variants of COVID-19, which may be more highly transmissible.


While many of the effects of COVID-19 may be temporary, it has altered the behavior of businesses and people in a manner resulting in negative impacts on global and local economies. The continued existence or spread of COVID-19 and measures taken to prevent or reduce it, have adversely impacted

state, national and global economic activities and, accordingly, could adversely impact the financial condition, performance and credit ratings of the State and the Authority.


The Authority follows all protocols established by the U.S. Coast Guard, U.S. Customs and Border Protection and the U.S. Centers for Disease Control and Prevention. The Authority’s strong diversification strategy helped the Port remain resilient during the pandemic with no operational shut-down or job loss. While the COVID-19 pandemic and related impacts did not slow the Port’s container volume, which recognized an increase of 54.6% from Fiscal Year ended September 30, 2019 to Fiscal Year ended September 30, 2020, some other cargo sectors were negatively affected in the recently completed Fiscal Year ended September 30, 2020. Volumes of fuels moving through the Port, which showed a decrease as the work force and others operated from home, are now back on the upswing as Southwest Florida motorists begin to drive more. Total cargo tons via vessel calls to the Port experienced a decrease in the Fiscal Year ended September 30, 2020, but certain cargoes were stored at the Port for longer stretches of time creating an increase in storage revenue. Expenses related to COVID-19 were tracked separately and were under

$13,000 which was reimbursed by the CARES Act Grant. See APPENDIX B attached hereto.


Cybersecurity


The Authority relies on a technology environment to conduct its operations. As such, it may face multiple cybersecurity threats including but not limited to, hacking, viruses, malware and other attacks on computer or other sensitive digital systems and networks. There can be no assurance that any security and operational control measures implemented by the Authority will be completely successful to guard against and prevent cyber threats and attacks. The Authority is planning to apply for a complete cyber security assessment through grant funding for 2021 which will validate the Port’s existing security in place. It is estimated that grant funds will be allocated in the fourth quarter of 2021. Currently, the Port out-sources for network monitoring, data backups and other measures necessary to mitigate cybersecurity threats. The assessment is planned to confirm or resolve threat issues.


Termination or Expiration of Material Contracts


Although the Authority has no reason to believe that current tenants of the Port Facilities will prematurely terminate existing leases or similar agreements entered into with the Authority (the "Agreements"), or choose not to renew the Agreements at their stated expiration, there can be no assurance that such sources of revenues to the Authority currently derived from the Agreements will be available in future years and a loss of such revenues could adversely impact the ability of the Authority to pay its debt service obligations on the Series 2021 Bonds and any additional Bonds hereafter issued under the Resolution. See “PORT OPERATIONS – Description of Major Tenants and Users” herein.


Decreased Demand for Petroleum Products


In the Fiscal Years ended September 30, 2019 and 2020, petroleum accounted for 81% and 93%, respectively, of the Port’s total liquid bulk cargo. Changing gasoline formulas, decreases in fuel consumption in the United States or elsewhere, clean air regulations, fuel taxes, and multiple other governmental regulatory issues could impact future volume of petroleum products moving through the Port. See “PORT OPERATIONS – Analysis of Cargo Tonnage, Mix and Volume” herein.

Uncertainties of Cargo Volume


The Authority's ability to derive fees and charges from its operation of the Port Facilities depends in part upon cargo utilization of the Port Facilities, which in turn depends upon the financial health of the shipping industry, including the financial condition of carriers and their customers and of Port Facilities tenants and service providers. The accelerated investment by other ports in both infrastructure and cargo generating enterprises such as distribution centers and manufacturing facilities creates new trade flows and new ports of entry. Also, as mega alliances between shipping lines continually upsize their vessels, port productivity and efficiency will factor into many carriers' decisions regarding port calls. The Port’s Master Plan Update 2016 considers future expansion based upon opportunities, demand, grant funding and/or third-party partnerships. Expansion of the Port is an on-going discussion with an ever-evolving capital improvement plan.


Maritime Security Risks


The Port is subject to Section 311.12, Florida Statutes, regarding seaport security, as well as the Federal Maritime Transportation Security Act ("MTSA"). The MTSA focuses on those sectors of the maritime industry that have a higher risk of involvement in a transportation security incident, including various tank vessels, barges, large passenger vessels, cargo vessels, towing vessels, offshore oil and gas platforms, and port facilities that handle certain kinds of dangerous cargo or service the vessels included in this list. The MTSA establishes a framework to protect against criminal activity and acts of terrorism through a process of formal risk assessments, as well as development and implementation of risk mitigation strategies through all-hazards planning, which may include implementing vehicle, container and baggage screening procedures, accessing control measures, and/or installing surveillance equipment. Florida law requires the maintenance of a seaport security plan and access control measures for designated restricted and secure areas of the seaport in compliance with federal regulations. [The Port has been in compliance with these statutory and regulatory requirements since they were implemented.]


National and local law enforcement officials have warned that terrorist attacks upon key infrastructure and other targets in the United States are possible. The Port's critical infrastructure, key resources, and the surrounding waterways are visible infrastructure assets that could be the subject of future attempted terrorist attacks. A terrorist attack on the Port or the surrounding waterways could have a material adverse effect on Pledged Revenues.


LITIGATION


There is no pending or, to the knowledge of the Authority, any threatened litigation against the Authority which in any way questions or affects the validity of the Series 2021 Bonds, the Interlocal Agreement, or any proceedings or transactions relating to their issuance, sale or delivery, or the adoption of the Resolution, or which may materially adversely affect the imposition, collection and pledge of the revenues pledged for the payment of the Series 2021 Bonds.


The Authority experiences claims, litigation and various legal proceedings which individually are not expected to have a material adverse effect on its operations or financial condition, but may, in the aggregate, have a material impact thereon. In the opinion of the Authority’s Counsel, however, the Authority will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences on the financial condition of the Authority.

There is no pending or, to the knowledge of the County, any threatened litigation against the County which in any way questions or affects the validity of the Interlocal Agreement, or which may materially adversely affect the County's covenant to budget and appropriate Non-Ad Valorem Revenues thereunder.


The County experiences claims, litigation and various legal proceedings which individually are not expected to have a material adverse effect on its financial condition relating to the County's obligations under the Interlocal Agreement, but may, in the aggregate, have a material impact thereon. In the opinion of the County Attorney, however, the County will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences on the financial condition of the County.


FINANCIAL STATEMENTS


The Financial Statements of the Authority and the County for the Fiscal Year ended September 30, 2020 which are attached as APPENDICES B and C, respectively, of this Official Statement have been audited by Carr, Riggs & Ingram, LLC, certified public accountants, as set forth in their reports, each dated

                       , . Such statements speak only as of September 30, 2020 and have been included in this Official Statement as public documents and the consent of the auditor to include such documents herein was not requested. The auditor was not requested nor did they perform any procedures with respect to the preparation of this Official Statement or the information presented herein.


The Series 2021 Bonds are payable solely from the Pledged Revenues in the manner and to the extent provided in the Resolution. "Pledged Revenues" includes Net Revenues and the Non-Ad Valorem Revenues deposited by the County pursuant to the Interlocal Agreement with the Authority, in an amount sufficient to cure any Reserve Account Deficiency whenever the Net Revenues are insufficient for such purpose See "SECURITY FOR THE BONDS" herein. The Financial Statements of the Authority and the County are presented for general information purposes only.


LEGAL MATTERS


Certain legal matters in connection with the authorization, issuance and sale of the Series 2021 Bonds are subject to the approval of Greenberg Traurig, P.A., West Palm Beach, Florida, Bond Counsel, the form of whose approving opinion is attached hereto as APPENDIX F. Certain legal matters will be passed upon for the Authority by Bryant Miller Olive P.A., Tampa, Florida, for the County by the Office of the County Attorney, and by Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel to the Authority. Holland & Knight LLP, Tampa, Florida, is serving as Counsel to the Underwriters.


The legal opinions of Bond Counsel, Disclosure Counsel, Authority's Counsel and the Office of the County Attorney are based on existing law, which is subject to change. Such legal opinions are further based on factual representations made to Bond Counsel, Disclosure Counsel, Authority's Counsel and the Office of the County Attorney as of the date thereof. Bond Counsel, Disclosure Counsel and the Office of the County Attorney assume no duty to update or supplement their respective opinions to reflect any facts or circumstances, including changes in law, that may thereafter occur or become effective.


The legal opinions to be delivered concurrently with the delivery of the Series 2021 Bonds express the professional judgment of the attorneys rendering the opinions regarding the legal issues expressly addressed therein. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of the result indicated by that expression of professional judgment, of the transaction on which the opinion

is rendered, or of the future performance of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction.


TAX MATTERS


General


INTEREST ON THE SERIES 2021 BONDS IS NOT EXCLUDABLE FROM GROSS INCOME FOR

FEDERAL INCOME TAX PURPOSES. In general, prospective purchasers of the Series 2021 Bonds should consult their tax advisors regarding the federal, state, local, and foreign tax consequences of acquisition, ownership, and disposition of Series 2021 Bonds. For example, the legal defeasance of the Series 2021 Bonds may result in a deemed sale or exchange of the Series 2021 Bonds under certain circumstances, with concomitant tax consequences.


Bond Counsel is of the opinion that the Series 2021 Bonds and the income thereon are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined in said Chapter 220.

The following summary is not a complete analysis or description of all potential U.S. federal tax considerations that may be relevant to, or of the actual tax effect that any of the matters described herein will have on, a particular Owner of Series 2021 Bonds, and is generally limited to U.S. Owners. "U.S. Owners" are beneficial Owners of the Series 2021 Bonds that for U.S. federal income tax purposes are individual citizens or residents of the Unites States, corporations or other entities taxable as corporations created or organized in or under the laws of the United States or any state or the District of Columbia, and certain estates or trusts with specific connections to the United States. As used in this summary, the term "Non-U.S. Owner" means a beneficial Owner of Series 2021 Bonds that is not a U.S. Owner.


In particular, this summary does not address (a) special classes of taxpayers that are subject to special treatment under the federal income tax laws, such as S corporations, mutual funds, insurance companies, financial institutions, small business investment companies, regulated investment companies, real estate investment trusts, grantor trusts, former citizens of the United States, broker-dealers, traders in securities, and tax-exempt organizations, (b) persons that own Series 2021 Bonds as a hedge against, or as obligations that are hedged against, currency risk, or that are part of a hedge, straddle, conversion, or other integrated transaction, or (d) persons whose functional currency is not the U.S. dollar. This summary also does not address the tax consequences to an Owner of Series 2021 Bonds held through a partnership or other pass-through entity treated as a partnership for federal income tax purposes. Partnerships holding Series 2021 Bonds, and partners in such partnerships, should consult their tax advisors regarding the tax consequences of an investment in the Series 2021 Bonds, including their status as U.S. Owners.


Further, this discussion is limited to persons purchasing the Series 2021 Bonds for cash in this original offering at the respective prices indicated on the inside front cover of this Official Statement (the "issue prices"). Owners that purchase the Series 2021 Bonds at prices other than their respective issue prices or after their original execution and delivery should consult their tax advisors regarding other tax considerations, such as market discount, as to all of which Bond Counsel expresses no opinion. This discussion assumes that the Series 2021 Bonds will be held as capital assets within the meaning of Code Section 1221.

Certain U.S. Federal Income Tax Consequences to U.S. Owners


Interest. In general, interest paid or accrued on the Series 2021 Bonds, will be taxable to a U.S. Owner as ordinary interest income at the time such amounts are accrued or received, in accordance with the U.S. Holder's method of accounting for federal income tax purposes. Under recently-enacted legislation known as the Tax Cuts and Jobs Act, U.S. Owners that use an accrual method of accounting for U.S. federal income tax purposes generally are required to include certain amounts in income no later than the time such amounts are reflected on certain financial statements. This rule generally is effective for tax years beginning after December 31, 2017 (or, for debt securities issued with original issue discount, for tax years beginning after December 31, 2018). Accrual method U.S. Owners should consult their tax advisors regarding the potential applicability of this rule to their particular situation.


Disposition of the Series 2021 Bonds. Upon the sale, exchange, retirement, or other taxable disposition of a Bond, a U.S. Owner, in general, will recognize gain or loss equal to the difference between the amount realized from the sale, exchange, retirement, or other disposition and the Owner's adjusted basis, or applicable portion of the adjusted basis, in the Series 2021 Bond. The Owner's adjusted basis generally will equal the Owner's cost of the Series 2021 Bond, reduced by any principal payments (and any other payments on the Series 2021 Bonds not treated as qualified stated interest). Any such gain or loss generally will be long-term capital gain or loss, provided that the Series 2021 Bonds have been held for more than one year at the time of disposition. Net long-term capital gain recognized by an individual U.S. Owner generally will be subject to tax at a lower rate than that for net short-term capital gain or ordinary income. The deductibility of capital losses is subject to limitations.


Additional Tax on Net Investment Income. An additional 3.8% tax is imposed on the "net investment income" of certain U.S. citizens and residents, and on the undistributed "net investment income" of certain estates and trusts. Among other items, "net investment income" generally includes gross income from interest and certain net gain from the sale, exchange, redemption, or other taxable disposition of a debt instrument that produces interest, minus certain deductions. A U.S. Owner that is an individual, estate, or trust should consult its tax advisor regarding the applicability of this additional tax.


Information Reporting and Backup Withholding. The Paying Agent must report annually to the IRS and to each U.S. Owner any interest payable to the U.S. Owner, subject to certain exceptions. A non- corporate U.S. Owner of the Series 2021 Bonds may be subject to backup withholding (currently at a rate of 24%) with respect to "reportable payments," which include interest paid on the Series 2021 Bonds and the gross proceeds of a sale, exchange, redemption, or retirement of the Series 2021 Bonds, unless the Owner provides an accurate taxpayer identification number and certifies on an IRS Form W-9, under penalties of perjury, that the Owner is not subject to backup withholding and otherwise complies with applicable requirements of the backup rules or otherwise establishes an exemption.


Certain U.S. Federal Income Tax Consequences to Non-U.S. Owners


Interest. Subject to the discussion below under "Application of Foreign Account Tax Compliance Act", interest on any Series 2021 Bond owned by a Non-U.S. Owner is generally not subject to U.S. federal income or withholding tax, provided that:



Application of Foreign Account Tax Compliance Act. The Foreign Account Tax Compliance Act ("FATCA") generally imposes a 30% withholding tax on interest payments and gross proceeds from the sale of interest-bearing obligations for payments made after the relevant effective date to (i) certain foreign financial institutions that fail to certify their FATCA compliance and (ii) non-financial foreign entities if certain disclosure requirements related to direct and indirect United States shareholders and/or United States accountholders are not satisfied.


Under applicable Treasury Regulations and administrative guidance, a 30% FATCA withholding tax generally will be imposed, subject to certain exceptions, on payments of interest on Series 2021 Bonds where such payments are made to persons described in the immediately preceding paragraph. While FATCA withholding would also have applied to payments of gross proceeds from the sale or other disposition of Series 2021 Bonds on or after January 1, 2019, recently proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.


With respect to payments made to a "foreign financial institution" either as a beneficial owner or as an intermediary, the FATCA withholding tax generally will be imposed, subject to certain exceptions, unless such institution (i) enters into (or is otherwise subject to) and complies with an agreement with the

U.S. government (a "FATCA Agreement") or (ii) is required by and complies with applicable foreign law enacted in connection with an intergovernmental agreement between the United States and a foreign

jurisdiction (an "IGA"), in either case to, among other things, collect and provide to the United States or other relevant tax authorities certain information regarding U.S. account holders of such institution. With respect to payment made to a foreign entity that is not a financial institution (as a beneficial owner), the FATCA withholding tax generally will be imposed, subject to certain exceptions, unless such entity provides to the withholding agent a certification that such entity does not have any "substantial" U.S. owner (generally, any specified U.S. person that owns, directly or indirectly, more than a specified percentage of such entity) or identifies its "substantial" U.S. owners.


If the Series 2021 Bonds are held through a foreign financial institution that enters into (or is otherwise subject to) a FATCA Agreement, subject to certain exceptions, such foreign financial institution (or, in certain cases, a person paying amounts to such foreign institution) generally will be required to withhold the 30% FATCA tax on the payment of dividends or the items described above made to (i) a person (including an individual) that fails to comply with certain information requests, or (ii) a foreign financial institution that has not entered into (and is not otherwise subject to) a FATCA Agreement, and that is not required to comply with FATCA pursuant to applicable foreign law enacted in connection with an IGA. Coordinating rules may limit duplicative withholding where the withholding described above under "Information Reporting and Backup Withholding" also applies.


If any amount of, or in respect of, U.S. withholding tax were to be deducted or withheld from payments made on Series 2021 Bonds because of a failure by the investor (or an institution through which an investor holds the Series 2021 Bonds) to comply with FATCA, none of the Authority, any Paying Agent, or any person would, pursuant to the terms of the Series 2021 Bonds, be required to pay additional amounts with respect to any Series 2021 Bonds because of the deduction or withholding of such tax. Non-U.S. Owners should consult their tax advisors regarding the application of FATCA to the ownership or disposition of Series 2021 Bonds.


CONTINUING DISCLOSURE


In accordance with the continuing disclosure requirements of Rule 15c2-12 (the "Rule") promulgated by the Securities and Exchange Commission (the "SEC"), the Authority has agreed pursuant to the terms of the Resolution as follows:


  1. The Authority undertakes and agrees to provide to the MSRB through EMMA and to the State of Florida information depository (herein, the "SID") if and when such a SID is created (i) the Authority’s financial statements generally consistent with the financial statements presented in this Official Statement, (ii) the County’s financial statements generally consistent with the financial statements presented in this Official Statement and (iii) update the information in this Official Statement concerning the information regarding the Authority’s Revenues and the Non-Ad Valorem Revenues of the County set forth in the Official Statement under the headings "PORT OPERATIONS" and "NON-AD VALOREM REVENUES AVAILABLE FOR PAYMENTS PURSUANT TO INTERLOCAL AGREEMENT." The information referred to in clauses (i), (ii) and (iii) is herein collectively referred to as the "Annual Information."


  2. The Annual Information described in clause (i) of subparagraph 1 above in audited form (for as long as the Authority provides such financial information in audited form) is expected to be available on or before March 31 of each year for the Fiscal Year ending on the preceding September 30, commencing March 31, 2022 for the Fiscal Year ending on the preceding September 30, 2021. The Annual Information referred to in clause (i) of subparagraph 1 above in unaudited form (if the audited financial statements are

    not available or if the Authority no longer provides such financial information in audited form) will be available on or before March 31 for the Fiscal Year ending on the preceding September 30. The Authority agrees to provide to the MSRB, through EMMA and the SID, if any, timely notice of its failure to provide the Annual Information. Such notice shall also indicate the reason for such failure and when the Authority reasonably expects such Annual Information will be available. Timely notice shall be given within ten (10) Business Days of the date of such failure. All filings with EMMA shall be in EMMA Compliant Format.


  3. The Annual Information referred to in clause (i) of subparagraph 1 above and presented in this Official Statement has been prepared in accordance with governmental accounting standards promulgated by the Government Accounting Standards Board, as in effect from time to time, as such principles are modified by generally accepted accounting principles, promulgated by the Financial Accounting Standards Board, as in effect from time to time, and such other State mandated accounting principles as in effect from time to time.


  4. If, as authorized by subparagraph 6 below, the Authority’s undertaking with respect to subparagraph 1 above requires amending, the Authority undertakes and agrees that the Annual Information described in clause (i) of subparagraph 1 above for the Fiscal Year in which the amendment is made will, to the extent possible, present a comparison between the Annual Information prepared on the basis of the new accounting principles and the Annual Information prepared on the basis of the accounting principles described in subparagraph 3 above. The Authority agrees that such a comparison will, to the extent possible, include a qualitative discussion of the differences in the accounting principles and the impact of the change on the presentation of the Annual Information.


  5. The Authority undertakes and agrees to provide to the MSRB, through EMMA, and to the SID, if any, within ten (10) Business Days of the occurrence of the events listed below (except as otherwise provided with respect to the event listed in clause (h)) notice of the occurrence of any of the following events with respect to the Series 2021 Bonds:


    1. principal and interest payment delinquencies;

    2. non-payment related defaults, if material;

    3. unscheduled draws on any debt service reserve account reflecting financial difficulties;

    4. unscheduled draws on credit enhancements reflecting financial difficulties;*

    5. substitution of credit or liquidity providers, or their failure to perform;*

    6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or determinations with respect to the tax status of the Series 2021 Bonds, or other material events affecting the tax status of the Series 2021 Bonds;*

    7. modifications to rights of Bondholders, if material;

    8. Series 2021 Bond calls, if material, and tender offers;

    9. defeasances of the Series 2021 Bonds;

    10. release, substitution, or sale of property securing repayment of the Series 2021 Bonds, if material;

    11. rating changes;

    12. any failure on the part of the Authority to comply with its undertaking;


      image

      *Not applicable to the 2021 Bonds.

    13. bankruptcy, insolvency, receivership or similar event of the Authority or any other obligated person (which is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Authority or any other obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Authority or any other obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Authority or any other obligated person);

    14. the consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;

    15. appointment of a successor or additional trustee, paying agent or registrar or the change of name of a trustee, paying agent or registrar, if material;

    16. incurrence of a Financial Obligation of the Authority or any other obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Authority or any other obligated person, which affect security holders, if material;

    17. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Authority or any other obligated person, which reflect financial difficulties; and

    18. any amendment to the accounting principles to be followed by the Authority in preparing its financial statements, as required by the Resolution.


      Events described in clauses (a), (c), (i), (k), (l), (m), (p) and (q) shall always be deemed material.


      Notwithstanding the foregoing, notice of the event described in clause (h) above need not be given any earlier than the time notice is required to be given to the registered owners of the Series 2021 Bonds.


  6. Notwithstanding any other provision of the Resolution to the contrary regarding amendments or supplements, the Authority undertakes and agrees to amend and/or supplement this undertaking (including the amendments referred to in paragraph 4 above) only if:


    1. The amendment or supplement is made only in connection with a change in circumstances existing at the time the Series 2021 Bonds were originally issued that arises from (i) a change in law, (ii) SEC pronouncements or interpretations, (iii) a judicial decision affecting the Rule or (iv) a change in the nature of the Port’s operations or the activities that generate the Net Revenues;


    2. The Authority’s undertaking, as amended, would have complied with the requirements of the Rule at the time the Series 2021 Bonds were originally issued after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

    3. The amendment or supplement does not materially impair the interests of the registered owners and Beneficial Owners of the Series 2021 Bonds as determined by Bond Counsel or by a majority of the registered owners of the Series 2021 Bonds.


      In the event of an amendment or supplement under this undertaking, the Authority shall describe the same in the next report of Annual Information and shall include, as applicable, a narrative explanation of the reason for the amendment or supplement and its impact, if any, on the financial information and operating data being presented in the Annual Information.


  7. The Authority’s undertaking as set forth in the Resolution shall terminate if and when the Series 2021 Bonds are paid or deemed paid within the meaning of the Resolution.


  8. The Authority acknowledges that its undertaking pursuant to the Rule set forth in the Resolution is intended to be for the benefit of the registered holders and Beneficial Owners of the Series 2021 Bonds and shall be enforceable by such holders and Beneficial Owners; provided that, the holder’s and Beneficial Owners’ right to enforce the provisions of this undertaking shall be limited to a right to obtain specific enforcement of the Authority’s obligations thereunder, and any failure by the Authority to comply with the provisions of such undertaking shall not be or constitute a covenant or monetary default with respect to the Series 2021 Bonds under the Resolution.


  9. The Authority reserves the right to satisfy its obligations under the Resolution through agents; and the Authority may appoint such agents without the necessity of amending the Resolution. The Authority may also appoint one or more employees of the Authority to monitor and be responsible for the Authority’s undertaking under the Resolution.


With respect to prior continuing disclosure undertakings, the Authority did not timely file a rating upgrade that occurred on September 9, 2019 with respect to its Series 2012 Bonds. Such failure was cured on , 2021. The Authority fully anticipates satisfying all future disclosure obligations required pursuant to the Rule


DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS


Section 517.051, Florida Statutes, as amended, and the regulations promulgated thereunder requires that the Authority make a full and fair disclosure of any bonds or other debt obligations that it has issued or guaranteed and that are or have been in default as to principal or interest at any time after December 31, 1975 (including bonds or other debt obligations for which it has served only as a conduit issuer such as industrial development or private activity bonds issued on behalf of private businesses). The Authority is not and has not since December 31, 1975 been in default as to principal and interest on its bonds or other debt obligations.


VERIFICATION


The accuracy of the arithmetical computations of the adequacy of the cash deposits on deposit with the Escrow Agent in the Escrow Fund, to pay on the scheduled redemption date, the principal of, and interest on the Refunded Bonds, has been verified by The Arbitrage Group, Inc. Such verification has been based on information supplied by The Arbitrage Group, Inc.

RATINGS


Fitch Ratings, Inc. ("Fitch") and Moody's Investors Service, Inc. ("Moody's") have assigned ratings of " " ( outlook) and " " ( outlook), respectively, to the Series 2021 Bonds. The ratings reflect only the views of said rating agencies and an explanation of the ratings may be obtained only from said rating agencies. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances so warrant. A downward change in or withdrawal of any of such ratings, may have an adverse effect on the market price of the Series 2021 Bonds. An explanation of the significance of the ratings can be received from the rating agencies, at the following addresses: Fitch Ratings, 33 Whitehall Street, New York, New York 10004 and Moody's Investors Service, 7 World Trade Center, 250 Greenwich Street, 23rd Floor, New York, New York 10007.


FINANCIAL ADVISOR


Public Resources Advisory Group, Inc., St. Petersburg, Florida, is serving as Financial Advisor to the Authority with respect to the sale of the Series 2021 Bonds. The Financial Advisor assisted in the preparation of this Official Statement and in other matters relating to the planning, structuring and issuance of the Series 2021 Bonds and provided other advice. Public Resources Advisory Group, Inc., St. Petersburg, Florida, will not engage in any underwriting activities with regard to the issuance and sale of the Series 2021 Bonds.


UNDERWRITING


The Series 2021 Bonds are being purchased by PNC Capital Markets LLC, on behalf of itself and Raymond James & Associates, Inc. (collectively, the "Underwriters") at a purchase price equal to

$          (representing the par amount of the Series 2021 Bonds, [plus/less] an original issue [premium/discount] of $                        and less an Underwriters' discount of $                      ).


The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the Underwriters and their respective affiliates may have, from time to time, performed and may in the future perform, various investment banking services for the Authority, for which they may have received or will receive customary fees and expenses. Under certain circumstances, the Underwriters and their affiliates may have certain creditor and/or other rights against the Authority in connection with such activities. In the ordinary course of their various business activities, the Underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Authority.


CONTINGENT FEES


The Authority has retained Bond Counsel, Financial Advisor, Disclosure Counsel, Underwriters (who in turn retained Underwriters' Counsel) and the Paying Agent with respect to the authorization, sale,

execution and delivery of the Series 2021 Bonds. Payment of the fees of such professionals is each contingent upon the issuance of the Series 2021 Bonds.


MISCELLANEOUS


The references, excerpts and summaries of all documents referred to herein do not purport to be complete statements of the provisions of such documents and reference is directed to all such documents for full and complete statements of all matters of fact relating to the Series 2021 Bonds, the security for and the source for repayment for the Series 2021 Bonds and the rights and obligations of the holders thereof. Copies of such documents may be obtained from Ms. Angelina "Angel" Colonneso, Clerk of the Circuit Court and Comptroller, Manatee County Courthouse, 1115 Manatee Avenue West, Bradenton, Florida 34205 or at angel.colonneso@manateeclerk.com, upon payment of the County's cost of reproduction and delivery, if any.


All information included herein has been provided by the Authority, except where attributed to other sources. The summaries of and references to all documents, statutes, reports and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such reference or summary is qualified in its entirety by reference to each such document, statute, report or other instrument. The information herein has been compiled from official and other sources and, while not guaranteed by the Authority, is believed to be correct.


Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority or the County since the date hereof.


[Remainder of page intentionally left blank]

AUTHORIZATION OF AND CERTIFICATION CONCERNING OFFICIAL STATEMENT


The delivery of this Official Statement has been duly authorized by the Authority. At the time of delivery of the Series 2021 Bonds, the Chairman of the Authority and the Executive Director will furnish a certificate to the effect that the Chairman and Executive Director have no knowledge or reason to believe that this Official Statement (other than information herein related to DTC and its book-entry only system of registration, the information contained under the caption "TAX MATTERS" and information contained under the caption "UNDERWRITING", which is provided by the Underwriters, as to which no view shall be expressed), as of its date and as of the date of delivery of the Series 2021 Bonds, makes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made herein, in light of the circumstances under which they are made, not misleading.


MANATEE COUNTY PORT AUTHORITY


By:                                                Chairman


By:                                                Executive Director

APPENDIX A


GENERAL INFORMATION CONCERNING MANATEE COUNTY, FLORIDA

APPENDIX A


GENERAL INFORMATION CONCERNING MANATEE COUNTY, FLORIDA


General Information


Manatee County, founded in 1856, encompasses approximately 740 square miles and is located approximately half way down the west coast of Florida. The County is bounded on the north by Hillsborough County, on the south by Sarasota County, on the east by Hardee and DeSoto Counties, and on the west by the Gulf of Mexico. The incorporated cities of Anna Maria Island, Bradenton, Bradenton Beach, Holmes Beach, Longboat Key and Palmetto, are located within the County. The 2019 estimated population of the County was 387,414 persons.


There are approximately 150 miles of waterfront land in the County, including more than 14 miles of Gulf beaches. Temperatures range from an average of approximately 62 degrees (F.) in January to approximately 83 degrees (F.) in August. Other natural advantages include an abundance of, and numerous, mineral deposits and unique soils suitable for agriculture. These factors have allowed the County to maintain an even and steady economic growth rate through the years, and have enabled the County to develop a year-round tourist industry.


Interstate 75 is the primary north-south access road to the County. Interstate 275, State Road 64 and State Road 70 are the major east-west access roads to the County. Interstate 275 utilizes the Skyway Bridge to St. Petersburg and Tampa.


The Sarasota-Bradenton International Airport, located on the Manatee-Sarasota County line, provides air service for the County. The following international, domestic, commuter and charter airlines provide service through the Sarasota-Bradenton International Airport: Air Canada, Allegiant Air, American Airlines, Delta, Elite Airways, Frontier, JetBlue Airways, Southwest Airlines, Sun Country Airlines and United Airways.


County Government


The County is governed by a seven-member Board of County Commissioners (the "Board"), one from each of five districts and two elected at large (County wide) for staggered terms of four years. In addition to the Members of the Board, there are five elected County Officials: Tax Collector, Property Appraiser, Supervisor of Elections, Clerk of the Circuit Court and Comptroller and Sheriff.


The County provides a variety of services characteristic of local multi-purpose governments including: transportation, building and planning and zoning, environmental protection, utilities, welfare, children's services, civil defense, veteran's services, traffic control and others. The Board provides and oversees expenditures of such operations. There were approximately 1,968 County employees as of September 30, 2019.


In 1978, the Board adopted an ordinance creating the position of County Administrator. The County Administrator is the chief administrative officer, and has the authority to hire all department heads, subject to the approval of the Board.


Angelina "Angel" Colonneso, Clerk of the Circuit Court and Comptroller, is the Chief Financial Officer for the Manatee County Board of County Commissioners. The Clerk of the Circuit Court and

Comptroller has received for the County the Certificate of Achievement for Excellence in Financial Reporting for each Fiscal Year since September 30, 1979 and each report generated is prepared in accordance with the Government Finance Officers Association and the America Institute of Certified Public Accountants (AICPA) guidelines.


The GFOA Awards for Excellence Program recognizes the most valuable contributions to the field of governmental finance, with particular focus upon the transferability, creativity, technical significance and overall value to the profession. The GFOA presented an award for distinguished budget presentations to the County for its annual budget, dated October 1, 2018. This was the 34th time that the County received this award. In order to receive this award, a governmental unit must publish a budget document that meets program criteria as a policy document, as an operations guide, as a financial plan and as a communications medium. The budget document is prepared by the Department of Financial Management.


Educational System


The County's public school system is governed by a separately elected School Board and operates 32 elementary, 8 middle, 8 senior high school, 1 alternative education school, 1 ESE center, 1 post-secondary school (operated at 3 school sites), 1 virtual school. The Manatee County School District (the "District") also managed 14 contract sites; including 4 Department of Juvenile Justice sites, and authorized operating contracts with 13 charter schools. The charter schools are separate not-for-profit corporations organized pursuant to Chapter 617, Florida Statutes, the Florida Not-For-Profit Corporation Act, and Section 1002.33, Florida Statutes. The average age of schools for the District is 44 years. The District reported serving approximately 48,853 full-time equivalent students for the 2018-2019 school year and projects it will enroll 49,076 students for the Fiscal Year ended September 30, 2020.


In addition to the various educational programs offered to K-12 students, the District offers services including; programs for babies of teen parents who are progressing toward achieving high school diplomas; programs for special education from age 3 to 21; preschool programs for children from birth through five years; programs for eligible homeless or at risk of becoming homeless students; and voluntary pre-kindergarten services.


The District also offers programs for adults to learn the necessary skills in order to enter the workforce or increase opportunities for advancement in current positions. Also, students from foreign countries have the opportunity to learn communication skills through the District's English Language Learner (ELL) programs, and all citizens can take fee-supported courses to increase personal development in various subjects such as computers, photography and personal financial planning.

Public School Enrollment (Grades K-12) Last Ten Fiscal Years



Fiscal Year

Unweighted Full-Time

Equivalent Students

2009-2010

42,349

2010-2011

43,516

2011-2012

44,151

2012-2013

45,150

2013-2014

45,890

2014-2015

46,931

2015-2016

47,644

2016-2017

48,284

2017-2018

48,454

2018-2019

48,853


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Source: School District of Manatee County, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, 2019.


[Additional postsecondary and community service programs are provided by the Manatee Technical College and State College of Florida. Manatee Technical College ("MTC") opened in 1963 and has continually expanded its physical plant and course offerings. MTC serves over 5,000 students across three campuses and offers specialized instruction to meet the employment demands of new industry locating in the County. The State College of Florida ("College") is a fully-accredited, state-supported, associate and baccalaureate degree institution with two full-service campuses in Bradenton and Venice and a Center for Innovation and Technology at Lakewood Ranch. The College serves 27,000 degree- seeking, credit students and another 14,000 are enrolled in noncredit classes in workforce, professional development, enrichment and traffic safety. Students may earn an associate in arts degree in preparation for transfer to a university or choose from among more than 20 associate in science degree programs that include programs in engineering, nursing and other health professions. Beginning in March 2009, the College began offering a bachelor of science in nursing, and has since added baccalaureate programs in Public Safety and Emergency Administration, Early Childhood Education, Health Services Administration, International Business and Trade, Homeland Security and Energy Technology Management. Broadening its continuum of education, the College opened a collegiate charter school in fall 2010. The school enables students to complete high school and receive their Associate in Arts degree simultaneously. Additionally, the University of South Florida's Sarasota- Manatee campus offers a variety of undergraduate and graduate degree programs.]

Population


The County has experienced a very rapid population growth in recent years. The 2010 U.S. Census listed the County population at 322,833 persons. The estimated 2019 County population was 387,414 and is projected to be 395,798 in the year 2020. As shown in the following table, the population of the County has more than tripled since 1970.


                                            Manatee County                                             


Population

% Increase

2010 Federal Census

322,833

22%

2000 Federal Census

264,002

25

1990 Federal Census

211,707

43

1980 Federal Census

148,445

53

1970 Federal Census

97,115

40

1960 Federal Census

69,168

99

1950 Federal Census

34,704

33

1940 Federal Census

26,098

-


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Source: U.S. Bureau of the Census.


The 2010 Census also reported that of the 322,833 persons living in the County, 23% were age 65 and over. The population's median age is 46.


Age

Group

Estimated

2020

Age

Group


2010


2000


1990


1980

0-4

18,322

0-14

54,985

45,938

34,686

24,963

5-17

47,961

15-24

34,131

25,912

20,644

19,427

18-24

22,833

25-44

69,480

65,063

55,035

30,749

25-54

113,528

45-59

65,761

47,048

28,168

33,147

55-64

45,080

60 and over

98,476

80,041

73,174

40,156

65-79

53,618






80+

21,491






Total

322,833


322,833

264,002

211,707

148,442


image

Source: University of Florida, Bureau of Economic and Business Research, Florida Population Studies, Bulletin 184; U.S. Census of Population (2010).


Economy


The County's industry base is diversified, with the three largest industry sectors being services, retail, and manufacturing. The County also has a strong tourism and agricultural base.


Tourism


The proximity of the Gulf beaches and the favorable climate in the County provide the basis for a year-round tourist industry. There are numerous motels and retail service establishments in the County to serve the tourist trade.

Employment


The civilian labor force increased to 175,885 as of October 2020, representing a 2.45% decrease in the labor force over the prior year. The County's unemployment rate as of October 2020 was 5.2%, an increase from the 2.9% rate reported in the previous fiscal year. That rate was lower than the 6.4% unemployment rate of the State of Florida, and also less than the nations rate of 6.6%.


image

Source: Florida Department of Economic Opportunity.


On May 8, 2020, June 5, 2020, July 2, 2020, August 7, 2020, September 4, 2020, October 2, 2020,

November 6, 2020, December 4, 2020 and January 8, 2021, the Bureau of Labor Statistics released its

unemployment reports for April, 2020, May, 2020, June, 2020, July, 2020, August, 2020, September, 2020, October, 2020, November, 2020 and December, 2020, respectively, which indicate that unemployment within the United States has increased to approximately 14.7% for April, 2020 and declined to approximately 13.3% for May, 2020, 11.1% for June, 2020, 10.2% for July, 2020, 8.4% for August, 2020, 7.9%

for September, 2020, 6.9% for October, 2020 and 6.7% for November, 2020 and December, 2020. The unemployment rates are reflective of the negative impacts of COVID-19 on employment. While the County does not have updated unemployment statistics as of the date hereof, the reports from the Bureau of Labor Statistics are likely indicative of the impact County may see in its unemployment rate as a result of the negative impacts of COVID-19. See "RISK FACTORS" in the body of this Official Statement.


Manatee County, Florida Principal Employers September 30, 2019



Employer


Employees


Rank

Percentage to

Total County Employment

Manatee County School Board

5,634

1

3.22%

Publix

2,577

2

1.47

Beall's Inc.

2,363

3

1.35

Manatee Memorial Hospital

2,183

4

1.25

Manatee County Government

1,968

5

1.12

Manatee County Sheriff's Department

1,222

6

0.70

Pacific Tomato Growers

1,139

7

0.65

Tropicana Products, Inc.

900

8

0.51

State College of Florida, Manatee-Sarasota

889

9

0.51

IMG Academies

832

10

0.48


image

Source: Manatee County, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, 2019.

North Port-Bradenton-Sarasota Metropolitan Statistical Area Employment Status



2015

2016

2017

2018

2019

Civilian Labor Force

342,077

350,980

359,915

364,809

369,130

Total Employment

324,734

335,082

345,572

352,180

357,670