Port Authority Special Meeting to be held Monday

PALMETTO — A special meeting of the Manatee County Port Authority has been scheduled for Monday, Feb. 10, at 9:00 a.m. The meeting’s agenda is focused on a land acquisition deal that comes with numerous terms and conditions, including a $500,000 nonrefundable deposit, a lease-back of nearly half the acreage to the seller, a portion of the purchase structured as a loan paid back with interest, multiple due diligence extensions, and other potential liabilities.

The meeting’s agenda was published on Friday afternoon—the last business day before the special meeting was scheduled to convene. 

The Manatee County Port Authority Board is comprised of the same members as the Manatee County Commission. Commissioners serve dual roles as county commissioners and as the governing body of SeaPort Manatee.

During a port authority meeting held on Oct. 17, 2024, local attorney and former Senate President Bill Galvano addressed port authority members during public comment to speak favorably of a proposed land acquisition by the port authority from his client and property owner, Fortress 2020 Landco LLC. 

“I’d first like to thank the Port Authority Chairman Kevin Van Ostenbridge for all his work in getting us to this point,” Galvano began before highlighting the future needs of the port. “Fortress has property that it is prepared to sell to Port Manatee for economic opportunities of expansion and growth… this is a great opportunity.”

When the land deal was first presented, the terms of the sale included a sale price of $21,651,550 for 103.09 acres in proximity to the port and partially adjacent to the former phosphate processing plant known as Piney Point.

Fortress acquired the property through a foreclosure proceeding against HRK Holdings, the owner of Piney Point, and other associated interests, including the Florida Department of Environmental Protection (FDEP), in August 2024.  Just months later, the port authority was being asked to approve the purchase of that same land from Fortress.

The terms of the proposed agreement, as presented to the Manatee County Port Authority in 2024, included a 30-day due diligence period, a $250,000 non-refundable deposit paid to the seller, a downpayment of $7 million due at closing, and the remaining purchase balance of $14,250,000 executed as a loan from the seller to be paid back in equal annual increments ($3,562,500) over four years at an interest rate of 6.9%.

In addition, the port authority would grant Fortress a commercial lease-back agreement for 49.94 acres of the roughly 103 total acres. Fortress would make development improvements to the leased portion at its expense, paying $10,000 a year to the port authority for an initial lease term of 30 years. Subsequent renewals, if approved by the port, would incur a lease rate increase of 15% over the initial rate. Fortress would also be responsible for payment of property or other taxes on the leased portion of the land.

The lease-back would also allow Fortress the right to sublet the leased portion of the property or to assign the lease to any individual or entity without prior approval of the port authority. 

During the meeting, SeaPort Manatee Director Carlos Buqueras also spoke favorably of the proposed land acquisition and terms.

Once the item moved to board discussion, Commissioner Jason Bearden asked how much annual revenue the purchase was anticipated to generate for the port.  

“It’s too early to tell,” answered SeaPort Director Carlos Buqueras. “Because we don’t have control of the property yet, and, of course, Fortress 2020 will be leasing back 50% of the property, it’s too premature. However, we receive significant revenue from what we do today, and when we have the property, we will be looking to expand. But we don’t have any numbers in terms of the future growth as a result of the fact that we are just acquiring it now.” 

Following up on Buqueras’ response, Port Authority Chair Van Ostenbridge assured Bearden that the purchase was of significant financial benefit to the port.

Commissioner George Kruse questioned the terms of the proposed commercial lease-back agreement, raising concerns that the drafted agreement did not allow the port authority to terminate the lease should Fortress fail to move forward with improvement to the land within a reasonable amount of time.

“This lease wasn’t in front of me when I had my briefing,” Kruse said. “Then I went through it… here’s my concern... it’s 50% of the land. The benefit to this port is not in the revenue from this lease.”

Kruse added that if 50% of the land purchased by the port were to sit unused under favorable terms to Fortress, without the ability for the port authority to terminate the lease for inactivity, half of the investment could sit idle, providing no real benefit to the port.

Van Ostenbridge responded to Kruse, “Once improvements are made, in the event of a default, those improvements—which are likely to be in the tens of millions of dollars range—those improvements would be assumed by the county.”

Kruse replied, “If there are improvements.”

Kruse clarified that he was largely in favor of the purchase and recognized the importance of expansion of the port but stressed the primary concern he saw was with the proposed lease terms. 

Attorney William Clague approached the podium, speaking on behalf of the seller.

Clague formerly served as the county attorney and was in BOCC chambers for the first time since beginning his new role as an attorney with Grimes Galvano Law Firm.

Clague assured Kruse that the lease agreement was only being proposed but not finalized and that there was time before the closing to review and amend the proposed terms. 

Following Clague’s response, the port authority unanimously approved Port Authority Resolution 25-02, which granted the Director of SeaPort Manatee the authority to negotiate and enter into a purchase and sale agreement with Fortress.

The purchase agreement would return to port authority members during a future meeting to be formally ratified.



Four days shy of the 30-day due diligence period, on Nov. 12, 2024, the sale and purchase agreement was returned to the Authority, not for ratification, but for the approval of an amendment to the agreement.

“Due to the scope and magnitude, both parties have agreed to a due diligence extension for completion of the title survey,” read the consent agenda item details.

In addition to extending the due diligence period by 30 days, the port authority would pay another $250,000 non-refundable deposit to Fortress—bringing the non-refundable to $500,000.

The First Amendment to the Agreement detailed that it was SeaPort Manatee who requested an extension on the title objection period, inspection period, and the closing date, and Fortress agreed to the extensions subject to the amended terms of the purchase agreement. 

Among those revised terms were the additional deposit and an inspection period ending on Jan. 31, 2025.

Without being pulled from the consent agenda, the amended terms of the agreement were unanimously approved by the port authority without discussion.

On Jan. 28, a second amendment to the sale and purchase agreement with Fortress came before the port authority. Again, it was the port that requested the extension.

While taking up the port authority’s consent agenda, Kruse requested that the item related to the extension—item “J”—be pulled from consent.

Following Kruse’s request to pull the item, Member Bob McCann called for a “point of order.”

Agenda item “J” did not appear on the publicly published agenda available through the county’s OnBase system, and board members did not have an updated meeting agenda reflecting the item.

“I don’t have a current agenda,” McCann said, “and before we act on that, I’d like to see a current agenda. It’s not on here. I don’t even have an item ‘J’ on here and what you are asking us to do, we are doing in the blind.”  

Kruse clarified that the online agenda did not reflect the update to add item “J” because the agenda was updated the night before the meeting via email—something Port Authority Chair Mike Rahn said was common practice for Port Authority agenda updates.

The meeting was recessed temporarily so port staff could print and provide corrected agendas to board members.



When the meeting resumed, Kruse explained that he pulled the item from consent to question the terms of the initially proposed lease-back agreement—concerns he first raised in Oct. 2024. 

“If I’ve seen a revision to the lease agreement, I don’t recall it. It’s certainly not attached to this agenda. Nothing was attached to this agenda until five minutes ago,”  Kruse said. 

He continued, “There’s clearly some concerns about the diligence, otherwise you wouldn’t need an extension. It’s land…there’s only a few things that affect land…land is title, it’s easements, it’s surveys, it’s environmental concerns.”

“We need to make sure with taxpayer dollars, with port dollars, that we’re buying things that are defensible and that we aren’t putting ourselves on a chain of title for liability,” he added.

Kruse then pointed out that, if approved, the extension would move the due diligence deadline to Feb.14, leaving little time for port authority members to be thoroughly briefed on the due diligence issues before being asked to ratify the purchase agreement in less than 14 days.

SeaPort Director Buqueras explained that getting  Fortress to agree to the port’s request for an extension was challenging and was only settled the afternoon before the meeting. The 14 days was all the seller was willing to agree to, said Buqueras. 

"What is the hard deposit," Kruse asked. Chairman Rahn answered, “Half a million.”

The port attorney added that the initial $250,000 deposit became non-refundable on Oct. 17 at the approval of the contract, and the second equal portion became non-refundable at the approval of the first extension in November.

“We signed a half-million dollar look clause?” Kruse asked. “We gave a half-million dollars just for the right to do due diligence?” 

Following the confirmation of the non-refundable deposit, the chambers became noticeably quiet for some moments before the port attorney detailed the approval requests that would return to the board for final approval at a future meeting that would need to be held before the due diligence period ended on Feb. 14.

The attorney further explained that the extension was being requested due to the delay of a final report, an issue with the title, and ongoing talks with FDEP regarding the condition of the site to include a "covenant not to sue or enforce."

McCann requested that all documents related to the item be provided to new board members who were not serving at the time of previous actions on the land deal. McCann said he believed the 14-day extension would give enough time to schedule briefings but added, “It sounds to me like the last board spent a lot of money and did it with no refund. I wonder who negotiated that.”

Rahn answered McCann, stating that it was the previous board that negotiated and agreed to the contract because of the acquisition's significant future benefit to the port.

With board members ultimately coming to an agreement that approving the second extension request would not cost the port any additional funds, incur any additional risk, or change the status of the deposits already paid, the board approved the extension unanimously.



The special meeting of the port authority scheduled for Monday includes a copy of a revised lease-back agreement with a termination clause. The clause allows for the port authority to terminate the agreement if Fortress has not made improvements to the leased land within seven years.

The revised lease-back terms also require Fortress to get port authority approval before subletting the leased land. 

According to the meeting agenda, port authority members will be asked to approve three separate actions related to the land acquisition on Monday: a resolution to authorize the closing, a resolution to authorize the loan from Fortress, and approval of the revised lease agreement, which will be executed upon closing.

An early item on the agenda is a request for board approval for Commissioner Kruse—who is unavailable to attend the meeting in person—to be permitted to participate in the meeting via Teams (remotely).  

The meeting convenes at 9:00 a.m. in the third-floor meeting room of the Port Manatee Intermodal Center, located at 1905 Intermodal Circle, Palmetto. Instructions for attending in person can be found at the top of the meeting agenda.

The meeting will not be broadcast live, but METV will record the session, which will be available sometime after the meeting adjourns. 

Dawn Kitterman is a staff reporter and investigative journalist for The Bradenton Times covering local government news. She can be reached at dawn.kitterman@thebradentontimes.com.