FINANCE COMMITTEE AGENDA

Transcription

1 FINANCE COMMITTEE AGENDA DATE: JUNE 20, 2018 DAY: WEDNESDAY TIME: 1:45 P.M. PLACE: CONFERENCE ROOM LINDBERGH, ORLANDO INTERNATIONAL AIRPORT, ONE JEFF FUQUA BOULEVARD For individuals who conduct lobbying activities with Aviation Authority employees or Board members, registration with the Aviation Authority is required each year prior to conducting any lobbying activities. A statement of expenditures incurred in connection with those lobbying instances should also be filed prior to April 1 of each year for the preceding year. As of January 16, 2013, lobbying any Aviation Authority Staff who are members of any committee responsible for ranking Proposals, Letters of Interest, Statements of Qualifications or Bids and thereafter forwarding those recommendations to the Board and/or Board Members is prohibited from the time that a Request for Proposals, Request for Letters of Interests, Request for Qualifications or Request for Bids is released to the time that the Board makes an award. As adopted by the Board on September 19, 2012, lobbyists are now required to sign-in at the Aviation Authority offices prior to any meetings with Staff or Board members. In the event a lobbyist meets with or otherwise communicates with Staff or a Board member at a location other than the Aviation Authority offices, the lobbyist shall file a Notice of Lobbying (Form 4) detailing each instance of lobbying to the Aviation Authority within 7 calendar days of such lobbying. As of January 16, 2013, Lobbyists will also provide a notice to the Aviation Authority when meeting with the Mayor of the City of Orlando or the Mayor of Orange County at their offices. The policy, forms, and instructions are available in the Aviation Authority s offices and the web site. Please contact the Director of Board Services with questions at (407) I. CALL TO ORDER II. ROLL CALL III. CONSIDERATION OF FINANCE COMMITTEE MINUTES FOR MAY 16, 2018 IV. CONSENT A. Recommendation of the Ad Hoc Committee on the Request for Proposals, Agreement PA- 572, Financial Advisory Services

2 On WEDNESDAY, MAY 16, 2018, the FINANCE COMMITTEE of the Greater Orlando Aviation Authority met in Conference Room Lindbergh of the Aviation Authority offices in the main terminal building at the Orlando International Airport (MCO), One Jeff Fuqua Boulevard, Orlando, Florida. Chairman Frank Kruppenbacher called the meeting to order at 1:45 p.m. The meeting was posted in accordance with Florida Statutes and a quorum was present. Committee members present, Frank Kruppenbacher, Chairman Mayor Buddy Dyer, Board Member Dean Asher, Board Member Also present, Ed Fouche, Board Member Domingo Sanchez, Board Member Philip N. Brown, Chief Executive Officer Kathleen Sharman, Chief Financial Officer Kathy Bond, Senior Director of Human Resources and Risk Management Pam L Heureux, Director of Finance Marie Dennis, Assistant Director of Finance Jon Eichelberger, Raymond James Silvia Dunlap, National Minority Consultants, Inc. Marcos Marchena, General Counsel Doug Starcher, Legal Counsel Dayci Burnette-Snyder, Recording Secretary For individuals who conduct lobbying activities with Aviation Authority employees or Board members, registration with the Aviation Authority is required each year prior to conducting any lobbying activities. A statement of expenditures incurred in connection with those lobbying instances should also be filed prior to April 1 of each year for the preceding year. As of January 16, 2013, lobbying any Aviation Authority Staff who are members of any committee responsible for ranking Proposals, Letters of Interest, Statements of Qualifications or Bids and thereafter forwarding those recommendations to the Board and/or Board Members is prohibited from the time that a Request for Proposals, Request for Letters of Interests, Request for Qualifications or Request for Bids is released to the time that the Board makes an award. As adopted by the Board on September 19, 2012, lobbyists are now required to sign-in at the Aviation Authority offices prior to any meetings with Staff or Board members. In the event a lobbyist meets with or otherwise communicates with Staff or a Board member at a location other than the Aviation Authority offices, the lobbyist shall file a Notice of Lobbying (Form 4) detailing each instance of lobbying to the Aviation Authority within 7 calendar days of such lobbying. As of January 16, 2013, Lobbyists will also provide a notice to the Aviation Authority when meeting with the Mayor of the City of Orlando or the Mayor of Orange County at their offices. The policy, forms, and instructions are available in the Aviation Authority s offices and the web site. Please contact the Director of Board Services with questions at (407) MINUTES 1. Upon motion by Mr. Asher, second by Mayor Dyer, vote carried to accept the April 18, 2018, Finance Committee minutes as written. CONSENT AGENDA 2. Upon motion by Mr. Asher, second by Mayor Dyer, vote carried to approve the following: A. accept the Ad Hoc Committee s findings and recommendations outlined in the memorandum and: (1) pending successful negotiations award a $75 million line of

3 DRAFT MINUTES OF MAY 16, 2018, MEETING OF THE FINANCE COMMITTEE MEETING credit facility to Bank of America Merrill Lynch; (2) pending successful negotiations award a $175 million line of credit facility to Wells Fargo Bank, N.A.; (3) alternatively award the full $250 million line of credit facility to the bank with most favorable terms should negotiations with one of the two named banks be unsuccessful; and (4) recommend to the Aviation Authority Board that staff be authorized to take any and all actions and execute any and all documents deemed necessary to enter into one or more three year line of credit facilities in the aggregate not-to-exceed amount of $250 million, with two one-year renewal options, all subject to satisfactory legal review. ADJOURNMENT 4. There being no further business to be considered, Chairman Kruppenbacher adjourned the meeting at 1:46 p.m. Dayci Burnette-Snyder Recording Secretary Phillip N. Brown Chief Executive Officer PAGE 2

4 GREATER ORLANDO AVIATION AUTHORITY Orlando International Airport One Jeff Fuqua Boulevard Orlando, Florida MEMORANDUM TO: Members of the Finance Committee FROM: Kathleen Sharman, Chair, Ad Hoc Committee DATE: June 20, 2018 ITEM DESCRIPTION Recommendation of the Ad Hoc Committee on the Request for Proposals, Agreement PA-572, Financial Advisory Services BACKGROUND At its meeting on August 20, 2014, the Aviation Authority Board approved the selection of the following firms to serve as the Aviation Authority s Financial Advisors: Frasca & Associates, LLC Raymond James & Associates, Inc. National Minority Consultants, Inc. (National Minority), a Minority/Women Business Enterprises (MWBE) qualified firm The current Agreements for financial advisory services expire on August 31, On March 21, 2018, the Finance Committee approved a recommendation to release a Request for Proposal (RFP) for financial advisory services from both primary firms and minority and women owned business (MWBE) firms. Proposals were received on May 21, 2018, from the following firms in alphabetical order: Acacia Financial Group, Inc. (both primary and MWBE firm) Frasca & Associates, LLC (both primary and MWBE firm) National Minority Consultants, Inc. (MWBE firm) PFM Financial Advisors, LLC (primary firm) Raymond James & Associates, Inc. (primary firm) The general scope of services include providing financial advice regarding market conditions and trends, financial products, credit and credit analysis, third party alternative financing and special facility financing; preparation of analyses and evaluations of potential refundings and new money bond issues; review and evaluation of financing options, derivative and other innovative products, financial feasibility studies, legal documents, and pricing of any financing and any escrow requirements; and participation in rating agency presentations and preparation of official statements. ISSUES On June 5, 2018, the Ad Hoc Committee (Committee) met to review the responses to the RFP based on the evaluation criteria detailed in the RFP documentation. The solicitation was designed to identify at least two different firms; one firm as a primary Financial Advisor firm, and another as a MWBE Financial Advisor firm. At least one firm in each category must be selected, however, more than one in either or both categories may be selected. The Committee reviewed the proposals submitted based on the evaluation criteria as well as interviews with each firm that were conducted by the Committee on Friday, June CONSENT AGENDA ITEM tbd

5 1, The Committee rated the firms as follows using the designations Excellent, Very Good, Good, Acceptable and Unacceptable : 1. Qualifications and experience of the firm and proposed staff, including in particular airport experience, in structuring, negotiating, pricing and implementing a full range of financing transactions The Committee discussed overall qualifications and experience of the firms rather than proposed staff, as assessment of staff members will be reviewed in more detail in the second evaluation criteria. The Committee focused in particular on the firms airport experience as well as experience in structuring, negotiating, pricing and implementing a full range of financing transactions. Discussion ensued and consensus was reached by the Committee to rate the firms based on overall qualifications and experience as follows: Acacia Financial Group, Inc. Very Good Frasca & Associates, LLC Excellent National Minority Consultants, Inc. Good PFM Financial Advisors, LLC Excellent Raymond James & Associates, Inc. Very Good 2. Experience of proposed personnel in providing financial advisory services and portfolio management to airports Chairperson Sharman noted that the solicitation asked for the firms experience for the past three years, and that the Authority is in the middle of a complex capital program, so knowledge of the Authority should also be considered. The Committee reviewed each firm s proposed personnel who will provide services to the Authority, as well as the individual(s) responsible for the firm s day-to-day relationship with the Authority. The Committee agreed that all the proposers were staffed with highly experienced professionals. The Committee noted the positive experience the Authority has had with Raymond James & Associates, Inc. and Frasca & Associates, LLC, and also noted the value of National Minority Consultant Inc. s experience with, and knowledge of, the local banking industry. Discussion ensued and consensus was reached by the Committee to rate the firms based on proposed personnel as follows: Acacia Financial Group, Inc. Very Good Frasca & Associates, LLC Excellent National Minority Consultants, Inc. Very Good PFM Financial Advisors, LLC Very Good 3. Accessibility and time availability of the proposed personnel assigned to the Authority The Committee considered both the physical location of each proposer as well as the accessibility, responsiveness, and time availability of the proposed personnel. The Committee noted that Frasca & Associates, LLC has opened a local office staffed with local personnel familiar with and to the Authority. Discussion ensued and consensus was reached by the Committee to rate the firms based on accessibility and availability as follows: Acacia Financial Group, Inc. Good Frasca & Associates, LLC Very Good National Minority Consultants, Inc. Excellent PFM Financial Advisors, LLC Good 4. Demonstrated ability to track and monitor relevant tax-exempt and taxable bond markets, swap and other derivative products and government securities markets; including pricing confirmations and evaluations The Committee considered each firm s response to knowledge, experience, and resources with regard to their ability to track and monitor relevant tax-exempt and taxable bond markets, including fixed rate, variable rate, swaps and other derivative products, and government securities markets. The Committee also considered each firm s methodology for ensuring that the Authority receives the

6 best pricing for any bonds issued, financings involving swaps and other derivative products, and any escrow securities as part of any refunding. Ms. Dumond noted that Raymond James & Associates, Inc. was the only proposer with a trading desk. Discussion ensued about the value of having a trading desk and the comments made by the proposers during the interviews. Consensus was reached by the Committee to rate the firms based on available resources, market experience, and pricing approach as follows: Acacia Financial Group, Inc. Very Good Frasca & Associates, LLC Very Good National Minority Consultants, Inc. Good PFM Financial Advisors, LLC Very Good 5. Status of the firm regarding public entity crimes and compliance with regulatory requirements The Committee considered each firm s response with regard to any litigation or regulatory action filed against the firm in the last five years in its capacity as a municipal or financial advisor, and the resolution thereof. The Committee also considered the proposers assurance that their firm and the proposed representatives for the Authority are not presently being investigated or in violation of any statutes or regulatory rules, including those of the Securities and Exchange Commission, Municipal Securities Rulemaking Board, Financial Industry Regulatory Authority, Florida Department of Banking, or any other relevant regulatory entity. Mr. Starcher confirmed that none of the proposals included disqualifying responses. Discussion ensued and consensus was reached by the Committee to rate the firms based on disclosed disciplinary actions as follows: Acacia Financial Group, Inc. Acceptable Frasca & Associates, LLC Acceptable National Minority Consultants, Inc. Acceptable PFM Financial Advisors, LLC Acceptable Raymond James & Associates, Inc. Acceptable 6. Agreement to meet the terms of the Authority s proposed Agreement for Financial Advisory Services The Committee considered each firm s response with regard to the terms and conditions of the Agreement for Financial Advisory Services attached to the RFP documentation. Chairperson Sharman noted that all but one firm accepted the terms outlined in Agreement. PFM Financial Advisors, LLC, as a matter of firm policy, did not agree to the liquidated damages provisions in the Agreement. Discussion ensued and consensus was reached by the Committee to rate the firms based on the ability to meet the terms of the Authority s proposed Agreement as follows: Acacia Financial Group, Inc. Good Frasca & Associates, LLC Good National Minority Consultants, Inc. Good PFM Financial Advisors, LLC Acceptable Raymond James & Associates, Inc. Good 7. Cost Proposal The Committee reviewed each proposer s willingness to accept a negotiated fee cap for all Authority bond transactions or other significant projects (as opposed to a fixed per bond pricing scale). All proposed firms agreed to a negotiated transaction fee on a deal-by-deal basis. The Committee also considered proposed hourly rates for all routine advisory services, other than financing transactions or other significant projects (as opposed to a monthly retainer). Discussion ensued and consensus was reached by the Committee to rate the firms based on proposed fees as follows: Acacia Financial Group, Inc. Good Frasca & Associates, LLC Good National Minority Consultants, Inc. Excellent PFM Financial Advisors, LLC Good Raymond James & Associates, Inc. Very Good

7 8. Conflicts and potential conflicts of interest The Committee reviewed responses that were disclosed in the proposals as well as responses provided by each firm during the interview process. The Committee noted the following for each proposer: Acacia Financial Group, Inc. does not have any relationships with any commercial service airports within the state of Florida or with any Florida governmental entities. Frasca & Associates, LLC serves as Financial Advisor to Fort Lauderdale-Hollywood International Airport. National Minority Consultants, Inc. serves as co-financial Advisor to the Central Florida Expressway Authority. PFM Financial Advisors, LLC serves as Financial Advisor to Tampa International Airport as well as three other international airports in the state of Florida. PFM also serves as Financial Advisor to the City of Orlando, Orange County, and several other governmental entities in the Orlando area. Raymond James & Associates, Inc. serves as an underwriter for Florida airports and governmental entities, however is not in a fiduciary role in such a capacity. Raymond James does not serve as Financial Advisor to any airports within the state of Florida or to any Florida governmental entities. The Committee discussed the firms disclosed relationship(s) with commercial service airports within the state of Florida and with Central Florida governmental entities, and the potential implication of, and comfort level with, such relationships. Consensus was reached by the Committee to rate the firms based on potential conflicts of interest as follows: Acacia Financial Group, Inc. Excellent Frasca & Associates, LLC Very Good National Minority Consultants, Inc. Very Good PFM Financial Advisors, LLC Acceptable The matrix of ratings applicable to each criteria, as determined by the Committee, is attached hereto. At its meeting on June 5, 2018, the Committee voted to rank the primary firms as follows: First: Second: Third: Fourth: Raymond James & Associates, Inc. Frasca & Associates, LLC Acacia Financial Group, Inc. PFM Financial Advisors, LLC The Committee also reached consensus that Frasca & Associates, LLC and National Minority Consultants, Inc. would best meet the needs of the Authority as MWBE qualified firms. ALTERNATIVES The Finance Committee may accept, reject, or amend the proposed recommendation of the Ad Hoc Committee. RECOMMENDED ACTION It is respectfully requested that the Finance Committee accept the Ad Hoc Committee s findings and recommendations outlined in the memorandum and: (1) Approve the ranking of the firms for primary Financial Advisor as follows: first Raymond James & Associates, Inc.; second Frasca & Associates, LLC; third Acacia Financial Group, Inc.; and fourth PFM Financial Advisors, LLC; (2) select both Frasca & Associates, LLC and National Minority Associates, LLC as the Authority s MWBE Financial Advisors; (3) authorize Aviation Authority staff to negotiate with the primary Financial Advisor firms in ranked order, and with both selected MWBE firms; and (4) should negotiations with the first ranked primary firm be unsuccessful then enter into negotiations with Frasca & Associates, LLC as the Authority s primary Financial Advisor, and Acacia Financial Group, Inc. and National Minority Associates, LLC as the Authority s MWBE

8 Financial Advisors; and (5) recommend to the Aviation Authority Board that staff be authorized to take any and all actions and execute any and all documents deemed necessary to enter into one or more agreements for Financial Advisory Services following satisfactory legal review.

9 PA-572 FINANCIAL ADVISORY SERVICES EVALUATION CRITERIA 1 Qualifications and experience of the firm and proposed staff, including in particular airport experience, in structuring, negotiating, pricing and implementing a full range of financing transactions 2 Experience of proposed personnel in providing financial advisory services and portfolio management to airports Acacia Financial Group, Inc. (Both Primary and MWBE Firm) Frasca & Associates, LLC (Both Primary and MWBE Firm) National Minority Consultants, Inc. (MWBE Firm) PFM Financial Advisors, LLC (Primary Firm) Raymond James & Associates, Inc. (Primary Firm) VERY GOOD EXCELLENT GOOD EXCELLENT VERY GOOD VERY GOOD EXCELLENT VERY GOOD VERY GOOD EXCELLENT 3 Accessibility and time availability of the proposed personnel assigned to the Authority GOOD VERY GOOD EXCELLENT GOOD EXCELLENT 4 Demonstrated ability to track and monitor relevant taxexempt and taxable bond, swap and other derivative products and government securities markets; including pricing confirmations and evaluations VERY GOOD VERY GOOD GOOD VERY GOOD EXCELLENT 5 Status of the firm regarding public entity crimes and compliance with regulatory requirements ACCEPTABLE ACCEPTABLE ACCEPTABLE ACCEPTABLE ACCEPTABLE 6 Agreement to meet the Authority s proposed Agreement for Financial Advisory Services GOOD GOOD GOOD ACCEPTABLE GOOD 7 Cost Proposal GOOD GOOD EXCELLENT GOOD VERY GOOD 8 Conflicts and potential conflicts of interest EXCELLENT VERY GOOD VERY GOOD ACCEPTABLE EXCELLENT PA-572 FINANCIAL ADVISORY SERVICES EVALUATION CRITERIA MATRIX

10 DRAFT On TUESDAY, JUNE 5, 2018, the AD HOC COMMITTEE FOR REQUEST FOR PROPOSALS, AGREEMENT PA- 572, FINANCIAL ADVISORY SERVICES, met in Conference Room Thor of the Greater Orlando Aviation Authority offices located at 5855 Cargo Road, Orlando, Florida The meeting, having been posted in accordance with Florida Statutes, was called to order at 3:03pm. Committee Members Present: Staff Present: Kathleen Sharman, CFO and Chair Tianna Dumond, Director of Internal Audit Brad Friel, Director of Planning Thomas Carman, Treasury Manager Doug Starcher, Legal Counsel, Broad and Cassel LuAnn Fisher, Recording Secretary LOBBYIST DISCLOSURE For individuals who conduct lobbying activities with Aviation Authority employees or Board members, registration with the Aviation Authority is required prior to January 1st of each year or prior to conducting any lobbying activities, whichever is earlier. A statement of expenditures incurred in connection with those lobbying instances should also be filed prior to April 1 of each year for the preceding year. As a reminder, lobbying of Aviation Authority Staff and Board members, who are members of any committee responsible for ranking bids or proposals and thereafter forwarding those recommendations to the Board, is prohibited between the time a request for proposals or bids is released until ranking and award occurs. In addition, lobbying of any Aviation Authority Board member is prohibited from the time that the applicable committee ranks the proposals or bids to the time that the Aviation Authority board makes the award. The policy, forms, and instructions are available in the Aviation Authority s offices and the web site. Please contact the Director of Board Services with questions at (407) ANNOUNCEMENT Any appeals of decisions made by the Ad Hoc Committee must be filed with the Chief Executive Officer within five business days (no later than 4:00 p.m. on the fifth business day) of the rendition of that decision, except those that have issues under Contract, in which case the contract provisions supersede. CONSIDERATION OF PROPOSALS RECEIVED FOR PA-572 FINANCIAL ADVISORY SERVICES Proposals in response to the Request for Proposal (RFP) for Financial Advisory Services were received by the Aviation Authority (Authority) on May 21, The Authority solicited proposals from both primary firms, and firms qualifying as minority and women owned business (MWBE), and responses were received by the following firms: Acacia Financial Group, Inc. (both primary and MWBE firm) Frasca & Associates, LLC (both primary and MWBE firm) National Minority Consultants, Inc. (MWBE firm) PFM Financial Advisors, LLC (primary firm) Raymond James & Associates, Inc. (primary firm) Chairperson Sharman asked that Mr. Starcher discuss the overall review process with the Ad Hoc Committee (Committee). Mr. Starcher stated that the solicitation was designed to identify at least two different firms. One firm as a primary Financial Advisor firm, and another as a MWBE Financial Advisor firm. At least one in each category must be selected, however, more than one in either or both

11 DRAFT MINUTES OF THE AD HOC COMMITTEE FOR REQUEST FOR PROPOSALS, AGREEMENT PA-572, FINANCIAL ADVISORY SERVICES June 5, 2018 Page 2 of 6 categories may be selected. The Authority currently has three Financial Advisors one primary and two MWBE. Should the Committee be able to come to a decision, a recommended ranking of the firms would be provided to the Finance Committee for approval and ultimately to the Authority Board for approval in order to enter into contracts. The ranking may consist of one firm in each category or multiple firms in each category. There were no pass/fail criteria in the solicitation so everything in the proposals would be subject to evaluation. Mr. Starcher advised he met with Authority staff to identify any irregularities in the submitted proposals and did not see anything that would disqualify any of the firms with regard to irregularities. Finally, Mr. Starcher explained that the RFP document identifies the criteria by which a selection should be made, and that the goal of the solicitation is to select a firm that best meets the needs of the Authority. There are eight specific evaluation criteria listed in the RFP that the Committee will review and discuss with respect to all of the proposers to help identify the firms that will best meet the needs of the Authority. These categories do not have any particular weight relative to each other. Chairperson Sharman distributed a blank matrix of the eight different evaluation criteria to facilitate the discussion, and suggested that the Committee evaluate and rate each proposer with respect to the evaluation criteria as Excellent, Very Good, Good, Acceptable and Unacceptable, to which the Committee agreed. Ms. Sharman suggested that the Committee review each proposer based on the evaluation criteria and then discuss selecting a primary firm, of which four are qualified, and then discuss the MWBE firms prior to making a recommendation. The Committee agreed to review the proposers based on proposals submitted as well as interviews with each firm that were conducted by the Committee on Friday, June 1, Qualifications and experience of the firm and proposed staff, including in particular airport experience, in structuring, negotiating, pricing and implementing a full range of financing transactions The Committee discussed overall qualifications and experience of the firms rather than proposed staff, as assessment of staff members will be reviewed in more detail in the second evaluation criteria. The Committee focused in particular on the firms airport experience as well as experience in structuring, negotiating, pricing and implementing a full range of financing transactions. Discussion ensued and consensus was reached by the Committee to rate the firms based on overall qualifications and experience as follows: Acacia Financial Group, Inc. Very Good Frasca & Associates, LLC Excellent National Minority Consultants, Inc. Good PFM Financial Advisors, LLC Excellent Raymond James & Associates, Inc. Very Good 2. Experience of proposed personnel in providing financial advisory services and portfolio management to airports Chairperson Sharman noted that the solicitation asked for the firms experience for the past three years, and that the Authority is in the middle of a complex capital program, so knowledge of the Authority should also be considered. The Committee reviewed each firm s proposed personnel who will provide services to the Authority, as well as the individual(s) responsible for the firm s day-to-

12 DRAFT MINUTES OF THE AD HOC COMMITTEE FOR REQUEST FOR PROPOSALS, AGREEMENT PA-572, FINANCIAL ADVISORY SERVICES June 5, 2018 Page 3 of 6 day relationship with the Authority. The Committee agreed that all the proposers were staffed with highly experienced professionals. The Committee noted the positive experience the Authority has had with Raymond James & Associates, Inc. and Frasca & Associates, LLC, and also noted the value of National Minority Consultant Inc. s experience with, and knowledge of, the local banking industry. Discussion ensued and consensus was reached by the Committee to rate the firms based on proposed personnel as follows: Acacia Financial Group, Inc. Very Good Frasca & Associates, LLC Excellent National Minority Consultants, Inc. Very Good PFM Financial Advisors, LLC Very Good 3. Accessibility and time availability of the proposed personnel assigned to the Authority The Committee considered both the physical location of each proposer as well as the accessibility, responsiveness, and time availability of the proposed personnel. The Committee noted that Frasca & Associates, LLC has opened a local office staffed with local personnel familiar with and to the Authority. Discussion ensued and consensus was reached by the Committee to rate the firms based on accessibility and availability as follows: Acacia Financial Group, Inc. Good Frasca & Associates, LLC Very Good National Minority Consultants, Inc. Excellent PFM Financial Advisors, LLC Good 4. Demonstrated ability to track and monitor relevant tax-exempt and taxable bond markets, swap and other derivative products and government securities markets; including pricing confirmations and evaluations The Committee considered each firm s response to knowledge, experience, and resources with regard to their ability to track and monitor relevant tax-exempt and taxable bond markets, including fixed rate, variable rate, swaps and other derivative products, and government securities markets. The Committee also considered each firm s methodology for ensuring that the Authority receives the best pricing for any bonds issued, financings involving swaps and other derivative products, and any escrow securities as part of any refunding. Ms. Dumond noted that Raymond James & Associates, Inc. was the only proposer with a trading desk. Discussion ensued about the value of having a trading desk and the comments made by the proposers during the interviews. Consensus was reached by the Committee to rate the firms based on available resources, market experience, and pricing approach as follows: Acacia Financial Group, Inc. Very Good Frasca & Associates, LLC Very Good National Minority Consultants, Inc. Good PFM Financial Advisors, LLC Very Good

13 DRAFT MINUTES OF THE AD HOC COMMITTEE FOR REQUEST FOR PROPOSALS, AGREEMENT PA-572, FINANCIAL ADVISORY SERVICES June 5, 2018 Page 4 of 6 5. Status of the firm regarding public entity crimes and compliance with regulatory requirements The Committee considered each firm s response with regard to any litigation or regulatory action filed against the firm in the last five years in its capacity as a municipal or financial advisor, and the resolution thereof. The Committee also considered the proposers assurance that their firm and the proposed representatives for the Authority are not presently being investigated or in violation of any statutes or regulatory rules, including those of the Securities and Exchange Commission, Municipal Securities Rulemaking Board, Financial Industry Regulatory Authority, Florida Department of Banking, or any other relevant regulatory entity. Mr. Starcher confirmed that none of the proposals included disqualifying responses. Discussion ensued and consensus was reached by the Committee to rate the firms based on disclosed disciplinary actions as follows: Acacia Financial Group, Inc. Acceptable Frasca & Associates, LLC Acceptable National Minority Consultants, Inc. Acceptable PFM Financial Advisors, LLC Acceptable Raymond James & Associates, Inc. Acceptable 6. Agreement to meet the terms of the Authority s proposed Agreement for Financial Advisory Services The Committee considered each firm s response with regard to the terms and conditions of the Agreement for Financial Advisory Services attached to the RFP documentation. Chairperson Sharman noted that all but one firm accepted the terms outlined in Agreement. PFM Financial Advisors, LLC, as a matter of firm policy, did not agree to the liquidated damages provisions in the Agreement. Discussion ensued and consensus was reached by the Committee to rate the firms based on the ability to meet the terms of the Authority s proposed Agreement as follows: Acacia Financial Group, Inc. Good Frasca & Associates, LLC Good National Minority Consultants, Inc. Good PFM Financial Advisors, LLC Acceptable Raymond James & Associates, Inc. Good 7. Cost Proposal The Committee reviewed each proposer s willingness to accept a negotiated fee cap for all Authority bond transactions or other significant projects (as opposed to a fixed per bond pricing scale). All proposed firms agreed to a negotiated transaction fee on a deal-by-deal basis. The Committee also considered proposed hourly rates for all routine advisory services, other than financing transactions or other significant projects (as opposed to a monthly retainer). Discussion ensued and consensus was reached by the Committee to rate the firms based on proposed fees as follows: Acacia Financial Group, Inc. Good Frasca & Associates, LLC Good National Minority Consultants, Inc. Excellent PFM Financial Advisors, LLC Good

14 DRAFT MINUTES OF THE AD HOC COMMITTEE FOR REQUEST FOR PROPOSALS, AGREEMENT PA-572, FINANCIAL ADVISORY SERVICES June 5, 2018 Page 5 of 6 Raymond James & Associates, Inc. Very Good 8. Conflicts and potential conflicts of interest The Committee reviewed responses that were disclosed in the proposals as well as responses provided by each firm during the interview process. The Committee noted the following for each proposer: Acacia Financial Group, Inc. does not have any relationships with any commercial service airports within the state of Florida or with any Florida governmental entities. Frasca & Associates, LLC serves as Financial Advisor to Fort Lauderdale-Hollywood International Airport. National Minority Consultants, Inc. serves as co-financial Advisor to the Central Florida Expressway Authority. PFM Financial Advisors, LLC serves as Financial Advisor to Tampa International Airport as well as three other international airports in the state of Florida. PFM also serves as Financial Advisor to the City of Orlando, Orange County, and several other governmental entities in the Orlando area. Raymond James & Associates, Inc. serves as an underwriter for Florida airports and governmental entities, however is not in a fiduciary role in such a capacity. Raymond James does not serve as Financial Advisor to any airports within the state of Florida or to any Florida governmental entities. The Committee discussed the firms disclosed relationship(s) with commercial service airports within the state of Florida and with Central Florida governmental entities, and the potential implication of, and comfort level with, such relationships. Consensus was reached by the Committee to rate the firms based on potential conflicts of interest as follows: Acacia Financial Group, Inc. Excellent Frasca & Associates, LLC Very Good National Minority Consultants, Inc. Very Good PFM Financial Advisors, LLC Acceptable Chairperson Sharman recommended that the Committee rank the four proposed primary firms, and then discuss firms that submitted proposals as a MWBE firm, to which the Committee agreed. Chairperson Sharman noted that each proposed firm is excellent and the Authority is very lucky to have this caliber of financial advisory firms interested in providing services to the Authority. After discussions concluded and the above evaluation criteria was considered, the Committee voted to rank the primary firms as follows: First: Second: Third: Fourth: Raymond James & Associates, Inc. Frasca & Associates, LLC Acacia Financial Group, Inc. PFM Financial Advisors, LLC The Committee then reviewed firms that submitted proposals as a MWBE firm. After further discussion by the Committee consensus was reached that due to their respective experience, Frasca & Associates, LLC and National Minority Consultants, Inc. would best meet the needs of the Authority.

15 DRAFT MINUTES OF THE AD HOC COMMITTEE FOR REQUEST FOR PROPOSALS, AGREEMENT PA-572, FINANCIAL ADVISORY SERVICES June 5, 2018 Page 6 of 6 Upon motion by Mr. Friel, second by Ms. Dumond, vote carried and motion passed to make the following recommendation to the Finance Committee: (1) Approve the ranking of the firms for primary Financial Advisor as follows: first Raymond James & Associates, Inc.; second Frasca & Associates, LLC; third Acacia Financial Group, Inc.; and fourth PFM Financial Advisors, LLC; (2) select both Frasca & Associates, LLC and National Minority Associates, LLC as the Authority s MWBE Financial Advisors; (3) authorize Aviation Authority staff to negotiate with the primary Financial Advisor firms in ranked order, and with both selected MWBE firms; and (4) should negotiations with the first ranked primary firm be unsuccessful, then enter into negotiations with Frasca & Associates, LLC as the Authority s primary Financial Advisor, and Acacia Financial Group, Inc. and National Minority Associates, LLC as the Authority s MWBE Financial Advisors. There being no further business to be considered, Chairperson Sharman adjourned the meeting at 4:01 p.m. Kathleen M. Sharman, CFO Chairperson LuAnn Fisher Recording Secretary