HILLSBOROUGH COUNTY AVIATION AUTHORITY

Transcription

1 HILLSBOROUGH COUNTY AVIATION AUTHORITY REQUEST FOR PROPOSALS FOR DIRECT LOAN FINANCING FOR NON-AMT BONDS SOLICITATION NUMBER: ISSUE DATE: OCTOBER 28, 2013

2 Table of Contents 1.0 Background and Contact Information Background Contact Information Bond Purchase Solicitation Schedule Minimum Qualifications Response Evaluation Objective Evaluation Criteria Technical Evaluation Interviews Selection Solicitation General Terms and Conditions Binding Offer Public Entity Crimes Compliance Cone of Silence Non-Exclusivity of Contract Collusion Hold Harmless Governance Public Disclosure Procurement Protest Policy Terms and Conditions Disclosure of Authority Records Response Requirements Solicitation Process Cost of Preparation Solicitation Compliance Questions and Addenda Disclosure Opening Supplemental Information HCAA Solicitation No REQUEST FOR PROPOSALS Page 2 of 15

3 Appendix A Response Instructions Appendix B Response Form Cover Page Appendix C Mistakes That Could Cost You Appendix D Senior Trust Agreement Appendix E 2013 Draft Supplemental Trust Agreement Appendix F Proposed Purchase Agreement Appendix G Purchaser s Investment Certificate Appendix H Purchaser s Disclosure Letter HCAA Solicitation No REQUEST FOR PROPOSALS Page 3 of 15

4 1.0 Background and Contact Information The Hillsborough County Aviation Authority (Authority), a public body corporate, issues this Request for Proposals solicitation (Solicitation) for direct fixed rate loans for Tampa International Airport. The Authority welcomes Responses from all national, regional and Florida financial institutions. The financial institutions who submit in Response to this Solicitation (singularly Respondent, collectively Respondents) must meet the minimum qualification requirements as specified in Section 4.0, Minimum Qualifications Background The following summary is intended only to provide prospective Respondents with a brief familiarization of the Authority. As part of the Authority s financial planning program, outstanding bonds are reviewed on an on-going basis as they become eligible for refunding. This review includes an analysis of potential savings by refinancing the debt at lower interest rates. Respondents may submit to provide a direct fixed rate loan to refund the Authority s outstanding 2003C Bonds (non-alternative minimum tax (non-amt)). Authority will select one financial institution to provide the direct fixed rate loan. Authority issued a separate Request for Proposals in September 2013, Direct Loan Financing RFP No , to provide a direct fixed rate loan to refund one or both of the Authority s outstanding 2003B Bond and/or the 2003D Bond. The 2013A and 2013B Bonds issued as a result of that solicitation will be utilized to refund Authority s outstanding 2003B and 2003D AMT Bonds and also repay approximately $4.6 million of the outstanding balance on Authority s revolving credit facility with SunTrust Bank. Respondents who submitted in response to RFP No , Direct Loan Financing, are also eligible to submit for this Solicitation to provide a direct fixed rate loan to refund the Authority s outstanding 2003C non-amt Bond. Authority intends to close this 2013C direct fixed rate loan financing in approximately mid-december 2013 and to redeem the outstanding 2003C Bond approximately 30 days after that closing. The direct fixed rate loan will be evidenced by Hillsborough County Aviation Authority Tampa International Airport Revenue Refunding Bonds, 2013 Series C, non-amt Bond (the 2013C Bond). The 2003C Bonds are currently outstanding in the aggregate principal amount of approximately $44 million and have a final maturity date of October 1, All references in this Solicitation to direct fixed rate loan will refer to the direct placement 2013C Bond which together with the Codified and Restated Trust Agreement Dated September 1, 2006, hereinafter referred to as Appendix D, Senior Trust Agreement, and the Draft 2013 Supplemental Trust Agreement, hereinafter referred to as Appendix E, Draft 2013 Supplemental Trust HCAA Solicitation No REQUEST FOR PROPOSALS Page 4 of 15

5 Agreement, will constitute the sole documentation pursuant to which the direct fixedrate loan will be made. Public Financial Management, Inc. (PFM) provides financial advisory services to Authority. Bond counsel services are provided by Holland & Knight LLP. The direct fixed rate loan will be issued on a parity with Authority s outstanding first lien general airport revenue bonds (GARBs) and the approximately $80 million of additional first lien bonds that are expected to be issued as direct placements in mid-november 2013 for the purpose of refunding the Authority s outstanding 2003B and 2003D Bonds, as well as refund approximately $5 million of the balance outstanding on the Authority s revolving credit facilty with SunTrust. As of November 1, 2013, Authority will have 14 series of first lien GARBs outstanding in the total amount of $445 million and $169 million of subordinated General Airport Revenue Bonds outstanding. Various types of information on these bonds are contained in the table below: Series Tax Status Final Maturity First Call Date Original Par Amount Principal Outstanding as of 11/1/2013 Coupon Range Debt Service Being Paid From 1996B Non-AMT 10/1/2018 Non-Callable $55,325,000 $9,085, % Airport Revenue 2001A Non-AMT 10/1/2015 Non-Callable $65,640,000 $13,080, % Airport Revenue 2003B AMT 10/1/ /1/2013 $43,735,000 $41,290, %-5.25% Airport Revenue 2003C Non-AMT 10/1/ /1/2013 $94,375,000 $44,085, % Airport Revenue 2003D AMT 10/1/ /1/2013 $57,030,000 $35,530, %-5.25% Airport Revenue 2005A AMT 10/1/ /1/2015 $84,940,000 $59,170, % Airport Revenue 2005B Non-AMT 10/1/ /1/2015 $39,225,000 $23,910, %-5.125% Airport Revenue 2006A AMT 10/1/ /1/2016 $18,385,000 $13,750, %-5.00% Airport Revenue 2006B Non-AMT 10/1/ /1/2016 $14,160,000 $10,565, %-5.00% Airport Revenue 2008A AMT 10/1/ /1/2018 $133,000,000 $133,000, %-5.50% Airport Revenue 2008B Non-AMT 10/1/ /1/2018 $16,725,000 $16,725, % Airport Revenue 2008C AMT 10/1/ /1/2018 $34,780,000 $9,625, %-5.75% Airport Revenue 2008D Non-AMT 10/1/ /1/2018 $11,250,000 $3,110, % Airport Revenue 2009A Non-AMT 10/1/2018 Non-Callable $48,095,000 $32,125, %-5.00% Total Senior Lien Bonds $716,665,000 $445,050, A (subordinated lien) AMT 10/1/ /1/2023 $168,865,000 $168,865, %-5.50% Revenue PFCs and FDOT Grants Airport Revenue and PFCs Total Senior and Subordinated Lien Bonds $885,530,000 $613,915,000 =Authority has received and is currently evaluating proposals for a fixed rate Direct Placement to refund these series of bonds HCAA Solicitation No REQUEST FOR PROPOSALS Page 5 of 15

6 =Series of Bonds to be refunded from proceeds of a fixed rate Direct Placement related to this RFP Authority s revolving credit facility with SunTrust Bank is utilized to provide interim financing for new money projects. This revolving credit facility was amended on October 25, 2013, increasing to $200 million and changing the facility to a third lien status. Authority recently adopted a new Master Plan for Tampa International Airport (details at Authority plans to issue bonds to fund the projects identified in the Master Plan by early In general Authority intends to issue both additional first lien bonds and additional subordinated lien bonds for the Master Plan projects. On October 22, 2013, Authority released the Official Statement (OS) for its recent issue of 2013 Subordinated Bonds. The OS contains detailed information on the Master Plan projects as well as the Authority s plans for funding the Master Plan projects. The OS also contains a feasibility report prepared by Authority s airport consultant, Ricondo & Associates, Inc., that contains detailed activity and financial projections for Authority. The financial projections will reflect the impact of the anticipated additional debt on Authority s future financial operations. The OS will be posted on the Authority s website > Airport Business > Procurement Department > Solicitations-Current Opportunities with this Solicitation for download. Respondents should review this information prior to submitting a Response Contact Information All inquiries regarding this Solicitation should be submitted in writing to the Authority s Procurement Agent and contact regarding this Solicitation as follows: Name: Connie Mundzak, Procurement Agent cmundzak@tampaairport.com Phone: Bond Purchase The selected Respondent will provide direct loan financing through the purchase of the 2013C Bond under the following conditions and terms: A. The 2013C Bond will be issued on a parity basis with Authority s outstanding first lien GARBs. Authority s GARBs are issued pursuant to Authority s Codified and Restated Trust Agreement, as supplemented and amended (the Senior Trust Agreement), and are secured by a first lien on Authority s Revenues, as defined in Appendix D after the payment of operating expenses. The Series 2009 Senior GARBs are also secured by a pledge of Authority s passenger facility charges (PFCs). The 2013C Bond will not be secured in an additional pledge of PFCs. HCAA Solicitation No REQUEST FOR PROPOSALS Page 6 of 15

7 2013C Bond purchaser (selected Respondent) will be deemed to have consented to the conceptual amendments described in Appendix D, whether made upon issuance of the 2013C Bond, or in the future, and to the additional amendments contained in Appendix E pertaining to the 2013C Bond (2013 Supplemental Trust Agreement) to become effective upon the requisite consent of the current Bondholders. B. Authority s current underlying ratings on its outstanding Senior GARBs are A1/A+/A+ by Standard & Poor s, Moody s Investors Service, and Fitch Ratings, respectively. The ratings from all agencies were affirmed in late September 2013 in connection with the issueance of the Authority s new Subordinate Bonds. The rating agencies assigned ratings to Authority s new Subordinated Bonds of A2/A/A. Series Issued to Refund Tax Status Payment Date (October 1) 2013C 2003C Non-AMT Principal Payment 2014 $6, $7, $7, $7, $7, $7,520 TOTALS $43,430 C. The 2013C Bond will be issued as an Additional Bond under the terms and conditions of Appendix D and pursuant to Appendix E, on a parity basis with Authority s outstanding Senior GARBs. Appendix D and Appendix E are attached herein and are posted on Authority s website at > Airport Business > Procurement Department > Current Opportunities with this Solicitation document. Respondents to this Solicitation should review Appendix D and Appendix E prior to submitting a Response. Authority will not agree to any material additions, changes or modifications to Appendix D that may be requested by Respondents in connection with the direct loan financing transactions. HCAA Solicitation No REQUEST FOR PROPOSALS Page 7 of 15

8 D. Authority requests that the principal payment on the 2013C Bond be structured in accordance with the amounts in the table above. Depending on the actual fixed interest rate on the 2013C Bond requested in this Solicitation, the annual principal payments on the 2013C first lien bond will be subject to minor refinement compared to the amounts shown in the table above. E. The 2013C Bond will consist of a single Bond with scheduled amortization installments that match the payment schedule noted in the table above, as modified in accordance with this Solicitation. Respondents will not be permitted to submit a Response for the purchase of less than all of the Bonds of the series. F. Documents prepared by Authority s bond counsel are posted on Authority s website at > Airport Business > Procurement Department > Current Opportunities with this Solicitation document for review by Respondents and include Appendix E, pursuant to which the 2013C Bonds will be issued, the forms of certain certificates that will be required to be delivered by the selected Respondent(s) relating to tax matters, disclosure statements, and investor certifications. 3.0 Solicitation Schedule The following schedule has been established for this Solicitation process. Authority reserves the right to modify the schedule during the Solicitation process with at least two calendar days written notice by posting a revised schedule with the Solicitation documents on Authority s website ( > Airport Business > Procurement Department > Solicitation-Current Opportunities). Scheduled Item Solicitation posted on Authority website ( Question deadline October 28, 2013 Scheduled Date November 7, 2013, 5:00 p.m. ET Final addenda posted to Authority website November 8, 2013 Notice of minimum qualifications, technical evaluations, interviews, and final evaluation meetings posted on the Authority website and bulletin boards at the Authority November 11, 2013 Response Deadline Minimum qualifications evaluation meeting Technical evaluations meeting Wednesday, November 13, 2013, no later than 2:00 p.m., ET November 18, 2013, 10:00 a.m., Conference Room Lobby A November 18, 2013, 10:15 a.m., Conference Room Lobby A HCAA Solicitation No REQUEST FOR PROPOSALS Page 8 of 15

9 Interviews and negotiations Final evaluation meeting November 21, 2013, 9:00 a.m. Conference Room Lobby A November 21, 2013, 11:00 a.m., Conference Room Lobby A Selection and award by Authority s Board December 5, Minimum Qualifications Minimum qualifications for Respondent have been established as a basis for determining the eligibility of each Response as listed below: A. Is currently registered with the Florida Department of State, Division of Corporations, to do business in the State of Florida. ( B. Is registered with Authority as a Supplier ( > Airport Business > Procurement Department > Supplier Registration). For general questions concerning the Supplier Registration process call C. Is NOT listed on the Florida Department of Management Services, Convicted Vendor List, as defined in Section (3)(d), Florida Statutes. ( D. Is NOT listed on the Excluded Parties List System (federal convicted vendor) list. E. Is NOT listed on the State Board of Administration, Scrutinized List of Prohibited Companies. efault.aspx > Links-Scrutinized List of Prohibited Companies 5.0 Response Evaluation 5.01 Objective It is Authority's intention to evaluate Responses for purchase of the 2013C Bond and select the Respondent whose Response is determined to serve the best interest of Authority. Authority reserves the right to request additional information and clarification of any information submitted, including any omission from the original Response. All Responses will be treated equally with regard to this item. All Responses that meet the minimum qualifications will be evaluated as outlined in Section A Response may not be submitted to purchase less than the full series Evaluation Criteria The following evaluation criteria have been established to determine which Response best meets the requirements and overall goals of Authority. HCAA Solicitation No REQUEST FOR PROPOSALS Page 9 of 15

10 Maximum Criteria Score Interest Rate and Overall Costs 65 The evaluation for this criterion will include the proposed fixed rate on the 2013C Bond and any other fees and expenses proposed. Terms for Locking in Rate 15 The evaluation for this criterion will include the proposed mechanism for locking in the rate on the loan (see Response Form, Tab 3, Item D). Synthetic Fixed Rates, through derivatives or otherwise, will not be considered. Proposed Legal Terms 15 The evaluation for this criterion will include the proposed legal terms. NOTE: Authority will not consider material additional terms or changes requested by Respondent added to the 2013 Bond or the 2013C Supplemental Trust Agreement. Notwithstanding the weight given to this criterion, certain legal terms requested by Respondent could result in a determination by the Authority that the Response is not in the best interest of Authority and therefore will not be considered for selection and award. Prepayment Terms 5 The evaluation for this criterion will include the proposed prepayment terms of the loan Technical Evaluation The technical evaluation will be made on the basis of comparative fulfillment of the criteria set forth in this Solicitation and best overall value to Authority. Responses will be scored from zero to the maximum scored listed for each criterion in Section The total score for each response is a mathematical extension of the criteria score. Each Response will be evaluated based on the factors set forth in this Solicitation. If scheduled, information from the interviews will be part of the technical evaluation process Interviews Authority, at its discretion, may choose to conduct interviews with Respondents to determine which Response provides the best overall value to Authority. Interviews will be conducted via teleconference and will be recorded. In order to facilitate the interview process, topics for clarification and/or modification will be presented in writing to Respondent in advance of any interview and Responses to each topic should be thoroughly vetted by Respondent prior to the interview. Respondent s legal counsel should be available during the interview. The individual who is authorized to make HCAA Solicitation No REQUEST FOR PROPOSALS Page 10 of 15

11 representations for Respondent regarding this Solicitation should attend, lead the discussions for Respondent, and provide definitive feedback as to Respondent s position on each topic during the interview. Other key members of Respondent s team may attend. If it is determined during the interview that an internal discussion is required by Respondent in order to reconsider and finalize its position on a topic, each Respondent will be given up to three hours following the conclusion of its interview with Authority to provide a conclusive response via to the Procurement Agent responsible for this Solicitation Selection The selection and approval of Respondent will be made by Authority in accordance with its competitive selection process. The technical evaluation committee will evaluate the Responses on the basis of the guidelines set forth in this Solicitation and will present its findings to the Authority s Chief Executive Officer (CEO). The CEO will present the findings and a recommendation to the Authority s Board of Directors (Board) at the Board meeting listed in Section 3.0, Solicitation Schedule. The Board will make a final selection and award. Results of the technical evaluation committee s evaluation will be sent to Respondents at least seven business days prior to the date for selection and award by the Board. 6.0 Solicitation General Terms and Conditions 6.01 Binding Offer A Respondent s Response will be considered a binding offer. The submission of a Response will be taken as prima facie evidence that the Respondent is aware of the contents of this Solicitation Public Entity Crimes In accordance with Florida State Statutes, a person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not transact business with any public entity in excess of the threshold amount provided in Florida Statute Section , for Category Two for a period of 36 months from the date of being placed on the convicted vendor list Compliance Respondents must comply with all Authority, local, State and federal directives, orders, policies and laws as applicable to this Solicitation and subsequent loan documents Cone of Silence To ensure a proper and fair evaluation, Authority has established a cone of silence applicable to all competitive procurement processes, including this Solicitation. The cone of silence will be imposed on this Solicitation beginning with advertisement for the same and ending with the Board s selection and HCAA Solicitation No REQUEST FOR PROPOSALS Page 11 of 15

12 award. A. The cone of silence prohibits any communications regarding this Solicitation between: (1) A potential respondent (which includes vendors, service providers, bidders, proposers, lobbyists and consultants) and their representative(s) and Authority staff, except for communications with Authority s procurement agent or other supporting procurement staff responsible for administering the procurement, provided the communication is strictly limited to procedural matters. (2) A potential respondent and their representative(s) and a Board member. (3) A potential respondent and their representative(s) and any member of the technical evaluation committee. (4) A Board member and any member of the technical evaluation committee. B. Unless specifically provided otherwise, in addition to the exceptions set forth above, the cone of silence does not apply to: (1) Communications with the Authority s Legal Affairs Department. (2) Oral communications during publicly noticed technical evaluation committee meetings including those specifically for presentations, demonstrations or interviews. (3) Oral communications during any duly noticed Board meeting. (4) Communications relating to protests made in accordance with the Authority s Procurement Protest Policy. (5) Communications relating to W/MBE with the Authority s DBE Program Manager for the purposes of verifying W/MBE certification. Any person who knows of a violation of the cone of silence should immediately report such violation to the Authority s Legal Affairs Department. Any violation of the cone of silence will render voidable the Response as well as any awarded agreements. Any communications regarding matters of process or procedure from a potential Respondent or lobbyist must be submitted to the Procurement Agent identified as the contact for this Solicitation Non-Exclusivity of Contract The selected Respondent(s) understands and agrees that any resulting contractual relationship is non-exclusive and Authority reserves the right to contract with more than one Respondent or seek similar or identical services elsewhere if deemed in the best interest of Authority Collusion More than one Response from the same Respondent under the same or different names will not be considered. Joint Responses will not be accepted. Reasonable grounds for believing that a Respondent is submitting more than one Response HCAA Solicitation No REQUEST FOR PROPOSALS Page 12 of 15

13 will cause the rejection of all Responses in which the Respondent is involved. Responses will be rejected if there is reason for believing that collusion exists among Respondents, and no participant in such collusion will be considered in any future solicitations for a period of six months following the Response deadline for this Solicitation Hold Harmless The selected Respondent(s), in connection with the services provided herein, will hold Authority harmless from and against all suits, claims, demands, damages, actions and causes of action of any kind or nature in any way arising from the selected Respondent s performance of the contractual services and will pay all expenses in defending any claims made against Authority by reason of performance of services Governance If any of the language or information in this Solicitation conflicts with language in the 2013 Senior Trust Agreement or other documents, the language of the final loan documents, as executed, will govern Public Disclosure All Responses and other materials or documents submitted by a Respondent in Response to this Solicitation will become the property of Authority. The Authority is subject to the open records requirements of Florida Statute Chapter 119, and as such, all materials submitted by the Respondent to Authority are subject to public disclosure. The Respondent specifically waives any claims against Authority related to the disclosure of any materials if made under a public records request Procurement Protest Policy Failure to follow the procurement protest policy set out in the Authority's policies constitutes a waiver of the Respondent s protest and resulting claims. A copy of the procurement protest policy may be obtained on the Authority's website at > Airport Business > Procurement Department Terms and Conditions In addition to documents that will be generated and executed by the parties, the loan will be governed by the terms and conditions of Appendix D, Appendix E, the 2013 Bonds, Appendix G, entitled Purchaser s Investment Certificate, and Appendix H, entitled Purchaser s Disclosure Letter, forms of which are attached hereto and made a part hereof, and are available for download on the Authority s website Disclosure of Authority Records Authority owns all records and documents generated by the selected Respondent(s) pursuant to the loan and the selected Respondent(s) agrees that HCAA Solicitation No REQUEST FOR PROPOSALS Page 13 of 15

14 it will not, without written approval by Authority, disclose publicly said records and documents. 7.0 Response Requirements 7.01 Solicitation Process This Solicitation will in no manner be construed as a commitment on the part of Authority to enter into a loan agreement. Authority reserves the right to reject any or all Responses; to waive minor irregularities in this Solicitation process or in the Responses thereto; to re-advertise this Solicitation; to postpone or cancel this Solicitation process; to change or modify the Solicitation schedule at any time; and to negotiate loan terms with any qualified Respondent(s) during the evaluation process Cost of Preparation All costs associated with preparing and delivering a Response to this Solicitation, and any interviews, presentations, and/or demonstrations that are part of this process will be borne entirely by Respondent. Authority will not compensate the Respondent for any expenses incurred by Respondent as a result of this Solicitation process Solicitation Compliance It is the responsibility of each Respondent to examine carefully this Solicitation and to judge for itself all of the circumstances and conditions which may affect its Response. Any data furnished by Authority is for informational purposes only and is not warranted. Respondent s use of any such information will be at Respondent s own risk. Failure on the part of any Respondent to examine, inspect, and be completely knowledgeable of the terms and conditions of this Solicitation and all its attachments, appendices, exhibits and addenda, the operational conditions, or any other relevant documents or information, will not relieve Respondent from fully complying with this Solicitation Questions and Addenda A. Each Respondent must examine this Solicitation, which incorporates all its addenda, appendices, exhibits and attachments, to determine if the requirements are clearly stated. All questions concerning the Solicitation documents, such as discrepancies, omissions and exceptions to any term or condition, must be submitted in writing prior to the question deadline as stated in Section 3.0, Solicitation Schedule. If Respondent requests modifications to the Solicitation documents, Respondent must provide detailed justification for each modification requested. Authority will determine what changes will be acceptable to Authority and changes approved by Authority will be issued in a written addendum as outlined below. No oral interpretation or clarification of the Solicitation documents will be made to any Respondent. It is the responsibility of Respondent to verify Authority received its question or modification request concerning this Solicitation. HCAA Solicitation No REQUEST FOR PROPOSALS Page 14 of 15

15 B. All interpretations of and modifications to this Solicitation, including all its addenda, appendices, exhibits and attachments, and any supplemental instructions, will be in the form of a written addendum in order that all Respondents will be given the opportunity of proposing to the same specifications. Any issued addenda will be posted on the Authority s website by the close of business on the date stated in Section 3.0. Each Respondent will be responsible for monitoring the Authority s website at > Airport Business > Procurement Department > Solicitations-Current Opportunities for new or changing information relative to this Solicitation. Failure of any Respondent to acknowledge an issued addendum in its Response will not relieve the Respondent from any obligation contained therein Disclosure Respondent warrants that the Response submitted is not made in the interest of or on behalf of any undisclosed party; that Respondent has not, directly or indirectly, induced any other Respondent to submit a false Response; or that Respondent has not paid or agreed to pay to any party, either directly or indirectly, any money or other valuable consideration for assistance or aid rendered or to be rendered in attempting to obtain the loan privileges granted herein Opening There will be no formal Response opening for this Solicitation. Responses will be opened and evaluated after the Response deadline stated in Section 3.0, Solicitation Schedule Supplemental Information Authority reserves the right to request any supplementary information it deems necessary to evaluate the Respondent s Response and clarify or substantiate any area contained in Respondent s Response or supplemental information provided by Respondent as part of the evaluation process. HCAA Solicitation No REQUEST FOR PROPOSALS Page 15 of 15

16 Appendix A Response Instructions 1. Response General Instructions Respondents are advised to carefully follow the instructions listed below in order to be considered fully responsive to this Solicitation. Responses sent by fax or e- mail will not be accepted. Any Response received after the Response deadline as stated in the Solicitation, Section 3.0, Solicitation Schedule, will be deemed nonresponsive. Respondents must carefully review and address all of the evaluation factors outlined in this Solicitation as well as respond to all items contained in the Response Form. 2. Procurement Agent The contact information for the Procurement Agent assigned to this Solicitation is: Connie Mundzak cmundzak@tampaairport.com Questions All questions concerning the Solicitation documents, such as discrepancies, omissions and exceptions to any term or condition, must be submitted in writing to the Procurement Agent responsible for this Solicitation prior to the deadline for questions as stated in the Solicitation, Section 3.0. If Respondent requests modifications to the Solicitation documents, Respondent must provide detailed justification for each modification requested. 4. Response Form Respondent should utilize the Response Form, and submit along with any required appendices, attachments, acknowledgments, samples/examples, or documentation, as its Response to this Solicitation. Responses to each item in the Respponse Form should be concise, but contain sufficient detail to determine the loan terms and conditions proposed by Respondent. The Microsoft format Response Form is provided on the Authority s website at > Airport Business > Procurement Department > Solicitations-Current Opportunities for download. The Microsoft format Response Form is a locked, fillable form. Use the TAB key to move within the document. 5. Number of Responses 1 Hard copy original (clearly marked ORIGINAL ); and 6 Duplicate hard copies (clearly marked COPY ); and HCAA Solicitation No APPENDIX A Page 1 of 3

17 1 Electronic format copy on a compact disk ( CD ) or universal serial bus portable flash memory card ( USB flash drive ) containing a copy of the original Response in Microsoft Office Word or Adobe Acrobat pdf format. 6. Format and Preparation of Responses All questions must be completed in full and all requested information provided. The electronic format copy should contain the complete proposal package including all appendices, attachments and backup documentation, and be provided as one continuous file. Hard copy Responses must: A. Be typed. B. Be printed on 8-1/2 x11 paper. C. Include Respondent s full company name hand written, typed, or stamped on each page. D. Contain the title sheet and table of contents. E. Be bound in a 3-ring binder or comb binding. F. Be assembled in organized sections as designated in the Response Form. G. Have each section tabbed with the tab number that corresponds with tab numbers in the Response Form. 7. Execution of Responses Responses must be executed by an official of Respondent authorized to do so, as stated in the Response Form, Tab 5, Acknowledgement of Solicitation. 8. Delivery of Responses Authority s office hours are Monday through Friday, 8:30 a.m. to 5:00 p.m., ET, excluding major holidays. The delivery of the Response to Authority prior to the Response deadline is solely and strictly the responsibility of Respondent. Responses must be delivered to the physical location listed below prior to the Response deadline as stated in the Solicitation, Section 3.0, Solicitation Schedule. Responses will be given a time and date receipt by Authority staff. Responses received after the deadline will be returned at Respondent s expense. This location is not serviced by the U.S. Postal Service via regular mail. Responses must be delivered to the address below via courier or hand delivery during business hours of 8:30 a.m., ET and 5:00 p.m., ET. If you have any questions concerning the delivery of your Response, contact the Procurement Agent responsible for this Solicitation. All Responses must be sealed and labeled on the outside of the package as follows: HCAA Solicitation No APPENDIX A Page 2 of 3

18 SEALED SOLICITATION RESPONSE: DIRECT LOAN FINANCING FOR NON-AMT BONDS SOLICITATION NO Delivery address is as follows: Hillsborough County Aviation Authority Tampa International Airport 4160 George J. Bean Pkwy Administrative Offices Bldg., Ste nd Level, Red Side Tampa, Florida Attn: Connie Mundzak, Procurement Department The Administrative Offices Building is adjacent to the Main Terminal. Take the elevator or escalator to the 2 nd floor of the Main Terminal. Go to the red side elevators and exit through the sliding glass doors to the right of the Yeager elevators. Take the crosswalk that leads to the Administrative Offices Building. Deliveries to any other location or outside of business hours of 8:30 a.m. through 5:00 p.m., ET will NOT be accepted. Respondent is responsible for ensuring that the deliverer has been instructed accordingly. Authority will in no way be responsible for delays caused by delivery services or for delays caused by any other occurrence. NOTE: Shipments by courier service designated as first overnight or priority overnight delivery service for guaranteed early morning delivery on the submittal due date may arrive to the Airport several hours before the Administrative Offices Building office opens and cannot be accepted. Therefore, the deliverer must return the package to their distribution center to be re-assigned and delivered at a later time which may be after the submittal deadline. HCAA Solicitation No APPENDIX A Page 3 of 3

19 Appendix B Response Form Cover Page The electronic Response Form is a locked fillable form and is provided as a separate document with this Solicitation on the Authority s website titled Response Form. To download the Response Form go to > Airport Business > Procurement Department > Solicitation Current Opportunities, RFP No Respondents must use the electronic Response Form provided. Refer to Appendix A, Response Instructions, to complete the Response Form. Direct Loan Financing for non-amt Bonds October 29, 2013 HCAA Solicitation No APPENDIX B

20 Appendix C Mistakes That Could Cost You! A mistake can cause your proposal to be rejected. Stay in the running by avoiding these common mistakes when responding to this solicitation: 1. Delivering the proposal after the deadline. The solicitation will include the specific date, time, and location that the proposal is due. If a response is not received prior to the deadline, it will be rejected. 2. Assuming the Authority will not check information provided. The Authority will check the information you provide. If the information is incorrect, your response could be disqualified. 3. Failing to provide information asked for in the Minimum Qualifications section of the solicitation. Providing the minimum qualifications information in the form and with the content or backup required by the solicitation is critical to keeping your response in consideration. 4. Failing to provide information about past experience working with the Authority. Even if your company has a current contract or has done business with the Authority in the past, you must respond to all questions and provide answers as if the Authority has never done business with your company. Incomplete responses may result in rejection or a lower score for that component. 5. Assuming the Authority will know what you intended. Careful attention should be given when completing your response. The Authority can only evaluate the information as provided. 6. Not raising questions regarding minimum requirements. Minimum requirements are drafted based on the best information available to the Authority. Sometimes there can be a problem with the minimum requirements in a solicitation. Problems can be substantive, cause vagueness, or be based on erroneous parameters. If you have a question concerning requirements, terms, HCAA Solicitation No APPENDIX C Page 1 of 2

21 or procedures, submit your question to the Procurement Agent listed in the solicitation prior to the deadline stated in the solicitation. All questions and answers will be included in an addendum to the solicitation and posted with the solicitation documents on the Authority s website at > Airport Business > Procurement Department > Solicitation-Current Opportunities. Each addendum is posted as soon as the answers have been confirmed and no later than the deadline for posting addenda as listed in the solicitation document. You should note that the deadline to submit questions often comes up very quickly after a solicitation is posted. 7. Including exclusions or modifications. Responses containing qualifying language such as limitations or exceptions to the solicitation may be subject to rejection. 8. Cutting and pasting without editing. A common error is to copy information from a previous response without proofing to ensure that the information is specific to the new solicitation. Failure to provide the information required in this solicitation may result in a lower score for that component or could cause the response to be rejected. 9. Providing information that is not legible, too small or blurry. If it cannot be read, it cannot be considered. 10. Failing to register with the Authority. Ensure your company is registered on the Authority s Supplier Registration Database. The Supplier Registration Database can be found on the Authority s website at > Airport Business > Supplier Registration. 11. Failing to acknowledge addenda. Ensure that all addenda have been downloaded from the Authority s website and receipt of each has been acknowledged on the Acknowledgement of Addenda form. Failure to submit the completed Acknowledgement of Addenda form acknowledging all issued addenda may result in the Respondent being deemed non-responsive. 12. Failing to sign. Ensure that the required signatures are on the required line of the response form and that the individual signing is an officer of the company (or documentation is provided they have authority to sign). By following these steps, you can prevent avoidable mistakes that could disqualify your proposal. HCAA Solicitation No APPENDIX C Page 2 of 2

22 Appendix D, Senior Trust Agreement CODIFIED AND RESTATED TRUST AGREEMENT RELATING TO HILLSBOROUGH COUNTY AVIATION AUTHORITY TAMPA INTERNATIONAL AIRPORT REVENUE BONDS DATED OCTOBER 1, 1968, AS AMENDED EFFECTIVE ON AND AFTER SEPTEMBER 1, 2006 [Scrivener s Note: This Codified version contains the terms of the Original Trust Agreement dated October 1, 1968, as thereafter codified and restated on October 1, 1999, and amended by the Supplemental Trust Agreement dated July 1, It was officially approved by Resolution No adopted by the Authority on August 3, 2006 and thereafter re-executed by the parties, effective as of September 1, Certain conceptual amendments approved prior to 1999 and for which definitive provisions have not yet been drafted, have been included in their conceptual form in Section as authorized amendments. This codified version does not include covenants and provisions pertaining exclusively to a single issue, such as specific bond terms, construction fund provisions, tax covenants, covenants to Bond Insurers and the like. For those provisions, reference is made to the respective Supplemental Trust Agreements.] HCAA Solicitation No APPENDIX D

23 Appendix D, Senior Trust Agreement The Appendix D, Senior Trust Agreement, is available for download in its entirety on Authority s website at > Airport Business > Procurement Department > Solicitations-Current Opportunities with this Solicitation. Non-AMT Bonds October 28, 2013 HCAA Solicitation No APPENDIX D

24 Appendix E, 2013 Draft Supplemental Trust Agreement SERIES DESIGNATION IS SUBJECT TO CHANGE]. SUPPLEMENTAL TRUST AGREEMENT RELATING TO HILLSBOROUGH COUNTY AVIATION AUTHORITY $ TAMPA INTERNATIONAL AIRPORT REVENUE REFUNDING BOND, 2013 SERIES B (NON-AMT) THE BANK OF NEW YORK MELLON, Trustee Dated as of, 2013 HCAA Solicitation No APPENDIX E

25 Appendix E, 2013 Draft Supplemental Trust Agreement The Appendix E, Draft Supplemental Trust Agreement, is available for download in its entirety on Authority s website at > Airport Business > Procurement Department > Solicitations-Current Opportunities with this Solicitation. HCAA Solicitation No APPENDIX E

26 Appendix F-Proposed Purchase Agreement HILLSBOROUGH COUNTY AVIATION AUTHORITY, FLORIDA TAMPA INTERNATIONAL AIRPORT $ [Revenue Refunding Bond, 2013 Series C (non-amt)] CONTRACT OF PURCHASE, 2013 Hillsborough County Aviation Authority Post Office Box Tampa, Florida Ladies and Gentlemen: (the Purchaser ) hereby offers to purchase from the Hillsborough County Aviation Authority, Florida (the Authority ) the captioned Bond (the Bond ), and, upon acceptance of this offer by the Authority, such offer will become a binding agreement between the Purchaser and the Authority. This offer must be accepted by a.m./p.m., time,, 2013, and if not so accepted will be subject to withdrawal. Any terms used herein in capitalized form and not otherwise herein defined shall have the meanings ascribed to such terms in the Senior Trust Agreement (defined below), and any provisions herein describing the terms of the Bond is subject in their entirety to the terms of the Senior Trust Agreement, as supplemented by the 2013 Supplemental Trust Agreement (defined below). 1. Purchase Price: The purchase price for the Bond is $, being the principal amount of the Bond. 2. Terms of Bond: The Bond shall bear interest from the date of delivery at the interest rate per annum, and shall have the maturity, amortization schedule and redemption provisions, all as set forth in Schedule I hereto. The Bond shall have such other terms and conditions as are set forth in the Senior Trust Agreement effective as of September 1, 2006, as amended (the Senior Trust Agreement ) as supplemented by the 2013 Supplemental Trust Agreement to be executed concurrently with the delivery of the Bond (the 2013 Supplemental Trust Agreement ), an unsigned copy of which has been provided to the Purchaser. The Bond is an Additional Bond, to be issued on parity with the outstanding Bonds issued by the Authority under the Senior Trust Agreement. Pursuant to and as more fully described in the Senior Trust Agreement, the Bond shall be secured by a lien on and pledge of net Revenues of the Airport System. 3. Representations, Warranties, and Covenants of the Authority: The Authority hereby represents, warrants to and covenants with the Purchaser that: (a) The Authority is a public body corporate of the State of Florida (the State ) and operates under the Constitution of the State of Florida and Chapter , Laws of Florida, Special Act of 2012, as amended and supplemented, and other Direct Loan Financing for non-amt Bonds October 28, 2013 HCAA Solicitation No APPENDIX F Page 1 of 8

27 applicable provisions of law (the Act ), and at the date of the Closing (defined below) will have full legal right, power and authority under the Act and the Senior Trust Agreement (i) to enter into, execute and deliver this bond purchase agreement (this Agreement ) and the 2013 Supplemental Trust Agreement, and all documents required hereunder and thereunder to be executed and delivered by the Authority (the Senior Trust Agreement, the 2013 Supplemental Trust Agreement, this Agreement and the other documents referred to in this clause (i) are collectively referred to as the Authority Documents ), (ii) to sell, issue and deliver the Bond to the Purchaser as provided herein, and (iii) to carry out and consummate the transactions contemplated by the Authority Documents; and the Authority has complied, and will at the Closing be in compliance in all respects, with the terms of the Act and the Authority Documents as they pertain to such transactions. (b) By all necessary official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has duly authorized all necessary action to be taken by it for (i) the execution of the 2013 Supplemental Trust Agreement and the issuance and sale of the Bond, (ii) the approval, execution and delivery of, and the performance by the Authority of the obligations on its part, contained in the Bond and the Authority Documents and (iii) the consummation by it of all other transactions described in the Authority Documents and any and all such other agreements and documents as may be required to be executed, delivered and/or received by the Authority in order to carry out, give effect to, and consummate the transactions described herein. (c) The Authority Documents constitute legal, valid and binding obligations of the Authority, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors rights, and the exercise of judicial discretion in accordance with general principles of equity; the Bond, when issued, delivered and paid for, in accordance with the 2013 Supplemental Trust Agreement and this Agreement, will constitute legal, valid and binding obligations of the Authority entitled to the benefits of the 2013 Senior Trust Agreement and enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors rights, and the exercise of judicial discretion in accordance with general principles of equity. (d) As of the date hereof and as of the date of Closing, 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 default or event of default by the Authority under any of the foregoing; and the execution and delivery of the Bond and the Authority Documents and compliance with the provisions on the Authority s part contained therein, will not conflict with or constitute a 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 Bond or under the terms of any such law, regulation or instrument, except as provided by the Bond and the Authority Documents. Direct Loan Financing for non-amt Bonds October 28, 2013 HCAA Solicitation No APPENDIX F Page 2 of 8