NEW ISSUE – Book-Entry Only S&P RATING: “A” In the opinion of Squire, Sanders & Dempsey L.L.P., Bond Counsel, under existing law: (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and (ii) interest on, and any profit made on the sale, exchange or other disposition of, the Bonds are exempt from the Ohio personal income tax, the Ohio commercial activity tax, the net income base of the Ohio corporate franchise tax, and municipal, school district and joint economic development district income taxes in Ohio. Interest on the Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax on a portion of that amount. For a more complete discussion of the tax aspects, see “TAX MATTERS” herein. OFFICIAL STATEMENT $11,000,000 CLEVELAND-CUYAHOGA COUNTY PORT AUTHORITY CITY ANNUAL APPROPRIATION BONDS, SERIES 2010 (CITY OF CLEVELAND, OHIO – FLATS EAST PROJECT) Dated: December 21, 2010 Due: As shown on the inside cover. The $11,000,000 in principal amount of City Annual Appropriation Bonds, Series 2010 (City of Cleveland, Ohio – Flats East Project) (the “Bonds”) are being issued by the Cleveland-Cuyahoga County Port Authority (the “Authority”), pursuant to a Trust Indenture, dated as of December 1, 2010 (the “Indenture”), between the Authority and The Huntington National Bank, as Trustee (the “Trustee”), to provide the funds necessary to pay (i) the costs of certain public improvements and related infrastructure, including (a) the acquisition of land (the “Property”) located within the City of Cleveland, Ohio (the “City”) for public streets, and (b) the construction of certain improvements, including public boardwalk, walkway, park, open space, and related bulkhead improvements, to be made to City-owned property along the banks of the Cuyahoga River in the City (collectively, the “Project”), (ii) interest on the Bonds through May 15, 2011, and (iii) the costs of issuing the Bonds. The City is not a party to the Indenture but is a third-party beneficiary under the Indenture. Flats East Development LLC (“Flats East”) and FED/Main Street LLC (“FED/Main Street,” and together with Flats East, the “Developer”) will construct the Project on behalf of the Authority in accordance with the Cooperative Agreement, dated as of December 1, 2010 (the “Cooperative Agreement”), by and among the Authority, the City, the Developer, and the Trustee, and a Public Improvements Construction Agency Agreement, dated as of December 1, 2010 (the “Construction Agency Agreement”), by and among the Developer, the Authority, and the Trustee. The Developer, Scott A. Wolstein, Iris S. Wolstein, and the Iris S. Wolstein Trust (collectively, the “Guarantors”) will execute and deliver a project completion guaranty (the “Guaranty”) guaranteeing completion of the Project and payment of certain costs associated with the Project. See “THE PROJECT” herein. The City is obligated under the Cooperative Agreement to make annual appropriations in an amount sufficient to pay the Debt Service Charges and certain Administrative Expenses due on the Bonds. THE CITY’S OBLIGATION TO MAKE APPROPRIATION PAYMENTS AND ANY OTHER OBLIGATIONS OF THE CITY UNDER THE COOPERATIVE AGREEMENT ARE SUBJECT TO AND DEPENDENT UPON ANNUAL APPROPRIATIONS BEING MADE BY THE CITY FOR SUCH PURPOSE AND CERTIFICATION AS TO THE AVAILABILITY OF FUNDS FROM THOSE APPROPRIATIONS. See “BONDHOLDERS’ RISKS” herein. The Bonds are special obligations of the Authority, payable primarily from (i) Appropriation Payments to be made by the City under the Cooperative Agreement, (ii) certain Revenues received by the Authority, and (iii) moneys on deposit under the Indenture. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein. THE BONDS ARE A SPECIAL OBLIGATION OF THE AUTHORITY AND DO NOT CONSTITUTE A GENERAL OBLIGATION, OR A PLEDGE OF THE FULL FAITH AND CREDIT, OF THE AUTHORITY, THE CITY, CUYAHOGA COUNTY OR THE STATE OF OHIO (THE “STATE”) AND DO NOT CONSTITUTE AN INDEBTEDNESS OF THE AUTHORITY, THE CITY OR THE STATE OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. THE CITY’S OBLIGATION UNDER THE COOPERATIVE AGREEMENT TO MAKE PAYMENTS IS SUBJECT TO ANNUAL APPROPRIATION BY CITY COUNCIL AND DOES NOT CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NONE OF THE AUTHORITY, THE CITY, CUYAHOGA COUNTY, THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS ARE OBLIGATED TO LEVY A TAX OR TO MAKE ANY APPROPRIATION TO PAY DEBT SERVICE ON THE BONDS. The Bonds will bear interest at the rates set forth on the inside cover page of this Official Statement, payable semiannually on May 15 and November 15 in each year, beginning on May 15, 2011. The Bonds are subject to redemption prior to maturity as described herein. See “THE BONDS – Redemption Prior to Maturity.” The Bonds are issuable only as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York, which will act as securities depository for the Bonds. Purchases of beneficial interests in the Bonds will be made in book-entry-only form, in denominations of $5,000 or any integral multiple in excess thereof. So long as Cede & Co. is the registered owner of the Bonds, purchasers of beneficial interests (“Beneficial Owners”) will not receive certificates representing their interests in the Bonds, payments of the principal of, premium, if any, and interest on the Bonds will be made directly to DTC or Cede & Co., and references herein to the owners of the Bonds shall mean Cede & Co. See “THE BONDS” and “BOOK-ENTRY-ONLY SYSTEM.” The Bonds are offered when, as and if issued by the Port Authority and accepted by the Underwriter, subject to the approval of legality by Squire, Sanders & Dempsey L.L.P., Cleveland, Ohio, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the Authority by Horton & Horton Co., LPA, Cleveland, Ohio; for the City by Robert J. Triozzi, Esq., Director of Law; for the Developer by Tucker Ellis & West LLP, Cleveland, Ohio and Jones Day LLP, Cleveland, Ohio; and for the Underwriter by Bricker & Eckler LLP, Columbus, Ohio, Underwriter’s Counsel. It is expected that the Bonds will be available for delivery through the facilities of DTC on or about December 21, 2010. BAIRD The date of this Official Statement is December 13, 2010. $11,000,000 CLEVELAND-CUYAHOGA COUNTY PORT AUTHORITY CITY ANNUAL APPROPRIATION BONDS, SERIES 2010 (CITY OF CLEVELAND – FLATS EAST PROJECT) $475,000 SERIAL BONDS Maturity Date Principal (November 15) Amount Interest Rate Yield CUSIP+ 2012 $ 235,000 2.600% 2.600% 186103 FZ5 2013 240,000 2.850 2.850 186103 GA9 + $2,050,000 5.750% TERM BONDS MATURING NOVEMBER 15, 2020, PRICE 105.794%, CUSIP 186103 FW2 $2,055,000 6.000% TERM BONDS MATURING NOVEMBER 15, 2025, PRICE 101.860%, CUSIP 186103 FX0+ $6,420,000 6.000% TERM BONDS MATURING NOVEMBER 15, 2035, PRICE 93.864%, CUSIP 186103 FY8+ + Copyright © 2010, American Bankers Association. CUSIP data herein are provided by Standard & Poor’s CUSIP Service Bureau, a division of the McGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the convenience of the holders of the Bonds only at the time of issuance of the Bonds and the Authority does not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP Number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. REGARDING USE OF THIS OFFICIAL STATEMENT THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTION CONTAINED IN SECTION 3(a)(2) OF SUCH ACT. THE INDENTURE HAS NOT BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. The registration or qualification of the Bonds in accordance with applicable provisions of the securities laws of the states, if any, in which the Bonds have been registered or qualified and the exemption from registration or qualification in certain other states cannot be regarded as a recommendation thereof. Neither these states nor any of their agencies have passed upon the merits of the Bonds or the accuracy or completeness of this Official Statement. Any representation to the contrary may be a criminal offense. The Information set forth herein has been obtained from the Developer, the City, and other sources that are deemed to be reliable, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Authority or the City. The Underwriter has 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 Underwriter does not guarantee the accuracy or completeness of such information. No dealer, broker, salesperson or any other person has been authorized by the Authority or the City to give any information or make any representations, other than those contained in this Official Statement, in connection with the offering of the Bonds, and if given or made, such other information or representations must not be relied upon as having been authorized by the foregoing.