AVIATION AUTHORITY REGULAR BOARD MEETING Thursday, 9:00 A.M. Boardroom Level 3 at Tampa International Airport AGENDA Any person who desires to appeal any decisions made at this meeting will need a record of the proceedings and for that purpose may need to ensure that a verbatim record of the proceeding is made which includes the testimony and evidence upon which the appeal is based. Any person requiring reasonable accommodations to attend any public meeting because of a disability or physical impairment must submit a written request to Joseph W. Lopano, Chief Executive Officer, Hillsborough County Aviation Authority, Post Office Box 22287, Tampa, FL 33622 or via facsimile at (813) 870-7868. Such request must be received at least 48 hours before the meeting. If you have any questions, please call (813) 870-8701.
AGENDA Page 2 TABLE OF CONTENTS A. CALL TO ORDER... 4 B. PLEDGE OF ALLEGIANCE... 4 C. APPROVAL OF THE AGENDA... 4 D. PUBLIC COMMENTS... 4 E. APPROVAL OF THE MINUTES - Regular Authority Meeting June 4, 2015... 4 1. Abstentions from Previous Meeting... 4 F. MANAGEMENT REPORT... 4 G. APPROVAL OF THE CONSENT AGENDA... 4 1. Amendment No. 8 to Lease and License Agreement for Commercial Fixed Base Operation, Tampa International Jet Center, LLC, Tampa International Airport, Resolution No. 2015-140... 5 2. Operating Agreement for Ground Handlers, Ultimate Aircraft Appearance (Georgia) LLC, Tampa International Airport, Resolution No. 2015-141... 7 3. Purchase Order, FileNet Electronic Records Management System Software, International Business Machines Corporation, Tampa International Airport... 8 4. Increase in Not-to-Exceed Authorization with Ricondo & Associates, Inc. for Airport Consultant Services, Tampa International Airport... 9 H. POLICIES OR RULES FOR CONSIDERATION OR ACTION... 10 1. Update to Policy Manual, Revision to Policy for Approval: Section 100, Policy P104, Board Committees... 10 2. Update to Policy Manual, Policy for Approval: Section 100, Policy P106, Public Art Committee... 11 I. COMMITTEE REPORTS... 12 J. UNFINISHED BUSINESS... 13 1. Maintenance Contract for Janitorial Services for Airport Terminal Facilities, Flagship Airport Services, Inc., Tampa International Airport, Resolution No. 2015-137... 13 2. Contract for Continuing Structural Consultant, Walker Parking Consultants/Engineers, Inc., Tampa International, Peter O. Knight, Tampa Executive and Plant City Airports, Resolution No. 2015-138... 15 K. NEW BUSINESS... 16 1. Approval of Public Parking Rate Adjustment, Tampa International Airport, Resolution No. 2015-142... 16 2. Hillsborough County Aviation Authority, Tampa International Airport 2015 Series Bonds, 2015A Senior Lien Bonds, Resolution No. 2015-66... 19 Hillsborough County Aviation Authority, Tampa International Airport 2015 Series Bonds, 2015A & 2015B Subordinated Lien Bonds, Resolution No. 2015-67... 19 3. Hillsborough County Aviation Authority, Tampa International Airport 2015 Series Bonds, 2015A & 2015B Customer Facility Charge Bonds, Resolution No. 2015-96... 22 4. Supplemental Trust Agreement Pledging Authority Entitlement CFCs to the Senior Bonds, Resolution No. 2015-109... 25 L. PRESENTATIONS None... 27 M. STAFF REPORTS... 27
AGENDA Page 3 TABLE OF CONTENTS (Continued) N. ATTORNEY-CLIENT CLOSED SESSION... 27 O. ADJOURNMENT... 27
AGENDA Page 4 A. CALL TO ORDER B. PLEDGE OF ALLEGIANCE C. APPROVAL OF THE AGENDA D. PUBLIC COMMENTS E. APPROVAL OF THE MINUTES - Regular Authority Meeting June 4, 2015 1. Abstentions from Previous Meeting F. MANAGEMENT REPORT G. APPROVAL OF THE CONSENT AGENDA
AGENDA Page 5 G. CONSENT ITEM 1. Amendment No. 8 to Lease and License Agreement for Commercial Fixed Base Operation, Tampa International Jet Center, LLC, Tampa International Airport, Resolution No. 2015-140 I. Background: On December 9, 2002, following a competitive proposal process, the Authority entered into a Lease and License Agreement for Commercial Fixed Base Operation (FBO) at Tampa International Airport with Tampa International Jet Center, LLC (TIJC) for the construction and operation of a fixed based facility. The Agreement is for a term of 25 years and commenced upon the granting of a Certificate of Occupancy on September 30, 2004. It expires on September 29, 2029. The Agreement has been previously amended to extend the term and to reflect various changes in the facilities and operation of the FBO. TIJC pays rent based on the fair market value of similarly used aeronautical property at Tampa International Airport, adjusted every five years, as follows: Description Sq. Ft. Rate Annual Rent Monthly Rent Unimproved Land 706,470 $0.69 $487,464.30 $40,622.03 Improved Apron 30,500 $0.84 $25,620.00 $2,135.00 Total $513,084.30 $42,757.03 Title to the new fixed improvements constructed by TIJC passes to the Authority on September 30, 2029, at which time TIJC will pay rent on such fixed improvements at the fair market value. II. Proposal: TIJC has requested that it be permitted to expand the FBO facilities, at its sole expense, by adding a fifth commercial operations and aircraft storage hangar of approximately 26,950 square feet, including 4,900 square feet of offices, with additional unimproved land of 65,800 square feet, aircraft ramp area of approximately 113,200 square feet, site improvements, and vehicle parking area. Conditioned upon the completion of these improvements, the term of the Agreement will be extended by five years to September 29, 2034 to amortize the cost of the facilities expansion, with two additional five-year term renewal options upon approval of the Authority s Chief Executive Officer. Commencing upon the Certificate of Occupancy for the additional fixed improvements, TIJC
AGENDA Page 6 G1 (Continued) will pay rent based on the fair market value of similarly used aeronautical property. Rent for the apron to be constructed by TIJC will be charged at the same rate as Unimproved Land. Rents will be as follows: Acres Sq. Ft. Rate Annual Monthly Current Ground 16.218 706,470 $0.69 $487,464.30 $40,622.03 Added 1.511 65,800 $0.69 $45,402.00 $3,783.50 Total Ground 17.729 772,270 $532,866.30 $44,405.53 Current Apron 0.700 30,500 $0.84 $25,620.00 $2,135.00 Added 2.599 113,200 $0.69 $78,108.00 $6,509.00 Total Apron 3.299 143,700 $99,153.00 $8,262.75 Totals: 21.028 915,970 $636,594.30 $53,049.53 Title to the new fixed improvements will pass to the Authority on September 30, 2034, at which time TIJC will pay rent on such fixed improvements at the fair market value. III. Funding: N/A IV. Recommendation: Management recommends adoption of Resolution No. 2015-140. V. Resolution: Resolution No. 2015-140 approves and authorizes the execution of Amendment No. 8 to Lease and License Agreement for Commercial Fixed Base Operation at Tampa International Airport with Tampa International Jet Center, LLC; and authorizes the Chief Executive Officer or his designee to execute all other ancillary documents.
AGENDA Page 7 G. CONSENT ITEM 2. Operating Agreement for Ground Handlers, Ultimate Aircraft Appearance (Georgia) LLC, Tampa International Airport, Resolution No. 2015-141 I. Background: Ground handling operators providing service at Tampa International Airport must have, at a minimum, a ground handling operating agreement prior to commencing operations. Ultimate Aircraft Appearance (Georgia) LLC (Ultimate Aircraft) has requested that it be authorized to provide exterior dry cleaning and interior cabin cleaning services for Ultimate Aircraft s customers. II. Proposal: This item grants to Ultimate Aircraft the non-exclusive right to provide the requested limited service ground handling to air carriers at the Airport for the term of through September 30, 2020. Initially, Ultimate Aircraft will provide services for United Airlines, so no privilege fee will be remitted, per the Authority s Signatory Airline Agreement with United Airlines. However, should Ultimate Aircraft provide services to a non-signatory airline, Ultimate Aircraft will be required to remit 5% of monthly gross receipts. Gross receipts include Ultimate Aircraft s gross revenues from all sales made and services performed for cash, credit or otherwise at the Airport, excluding gross receipts from signatory air carriers at the Airport. Either party may terminate the Agreement upon 30 days' written notice. III. Funding: N/A IV. Recommendation: Management recommends adoption of Resolution No. 2015-141. V. Resolution: Resolution No. 2015-141 approves and authorizes the execution of the Operating Agreement for Ground Handlers at Tampa International Airport with Ultimate Aircraft Appearance (Georgia) LLC; and authorizes the Chief Executive Officer or his designee to execute all other ancillary documents.
AGENDA Page 8 G. CONSENT ITEM 3. Purchase Order, FileNet Electronic Records Management System Software, International Business Machines Corporation, Tampa International Airport I. Background: International Business Machines Corporation (IBM) provides the Authority with FileNet Electronic Records Management System Software (Software) which allows for document management functionality such as a single repository for document control, management, and retrieval in a collaborative environment. The Authority has utilized FileNet since 1999 to archive and manage Authority records. The Board has approved expenditures, from 1999 through 2015, in the amount of $580,000 for maintenance, support and upgrades to the Software. On April 2, 2015, a Notice of Intent to Sole Source with IBM for the maintenance and support of the Software was publicly advertised. No competitive responses were received. The maintenance and support services to be provided by IBM are proprietary and can only be provided by IBM. Authority Policy P410 authorizes sole source purchases when no other authorized vendor can supply the required equipment, materials, supplies or services. Procurement has determined that this is a sole source purchase. II. Proposal: Authorize the issuance of a purchase order for the period of August 1, 2015 through July 31, 2017 to continue maintenance and support of the Software by IBM in an amount of $98,724.43, for a new total not-to-exceed amount of $678,724.43. III. Funding: This item is included in the O&M Budget. IV. Recommendation: The Chief Executive Officer recommends the Board award and authorize the issuance of the Purchase Order to IBM and authorize the Chief Executive Officer or his designee to execute all other ancillary documents. The Board may act on this by motion; no resolution is required.
AGENDA Page 9 G. CONSENT ITEM 4. Increase in Not-to-Exceed Authorization with Ricondo & Associates, Inc. for Airport Consultant Services, Tampa International Airport I. Background: On May 12, 2011, the Board directed staff to negotiate an Airport Consultant Services Agreement (Agreement) with Ricondo & Associates, Inc. to provide airport consultant services to the Authority. The Agreement was approved by the Board for a three-year period from July 1, 2011 through June 30, 2014 with a notto-exceed amount of $450,000. The Authority may, without cause, terminate the Agreement by giving 30 days written notice. On April 4, 2013, the Board approved Amendment No. 1 to the Agreement which added $1,050,000 to the Agreement for additional airport consultant services related to the volume of future capital improvement projects contained within the Master Plan Update for a total not-to-exceed amount of $1,500,000. Additionally, Amendment No. 1 approved the two, one-year renewal options revising the expiration date of the Agreement to June 30, 2016. II. Proposal: Staff requests an increase to the Agreement of $401,000 for assistance with inscope specific projects such as bond issues, the Competition Plan, airline study, Airport Affairs Meeting support, the PFC Application for the East Airfield, and other miscellaneous studies that may arise, for a new total not-to-exceed amount of $1,901,000. III. Funding: This item is included in the Capital Budget. IV. Recommendation: The Chief Executive Officer recommends the Board authorize the increase of $401,000 to the not-to-exceed amount and authorize the Chief Executive Officer or his designee to execute all other ancillary documents. The Board may act on this by motion; no resolution is required.
AGENDA Page 10 H. POLICIES OR RULES FOR CONSIDERATION OR ACTION 1. Update to Policy Manual, Revision to Policy for Approval: Section 100, Policy P104, Board Committees I. Background: Policy P104, Board Committees, establishes a policy governing Committees of the Authority. P104 currently contains language regarding the Authority s Public Art Committee, Finance Committee and Audit Committee. II. Proposal: Under this revision, the Finance Committee would be deleted from Policy P104 in accordance with previous Board direction and the Public Art Committee would also be deleted from Policy P104 and provided its own separate policy number. Additionally, the title to Policy P104 would be revised to Audit Committee and the number of Audit Committee meetings would be reduced from three required meetings per fiscal year to two required meetings per fiscal year. III. Funding: N/A IV. Recommendation: The Chief Executive Officer recommends the Board approve the revisions to Policy P104, Board Committees. The Board may act on this by motion; no resolution is required.
AGENDA Page 11 H. POLICIES OR RULES FOR CONSIDERTION OR ACTION 2. Update to Policy Manual, Policy for Approval: Section 100, Policy P106, Public Art Committee I. Background: Policy P104, Board Committees, establishes a policy governing Committees of the Authority which currently includes the Authority s Public Art Committee, Finance Committee and Audit Committee. To better allow for as needed changes to the Public Art Committee, staff recommends creating a separate Policy P106, entitled Public Art Committee. II. Proposal: Under Policy P106, modifications would be made to the Public Art Committee structure to remove current Board members, to define the goal of the Authority s Public Art Program, and to modify the responsibilities of the Public Art Committee. III. Funding: N/A IV. Recommendation: The Chief Executive Officer recommends the Board approve Policy P106, Public Art Committee. The Board may act on this by motion; no resolution is required.
AGENDA Page 12 I. COMMITTEE REPORTS
AGENDA Page 13 J. UNFINISHED BUSINESS 1. Maintenance Contract for Janitorial Services for Airport Terminal Facilities, Flagship Airport Services, Inc., Tampa International Airport, Resolution No. 2015-137 I. Background: This Contract provides full janitorial services for the terminal facilities at Tampa International Airport including the Main Terminal, Airside Terminals, Administrative Services Building, and parking garages. On January 14, 2015, a request for proposals was issued for Janitorial Services for Airport Terminal Facilities. At the June 2015 Board meeting, the Board approved the proposed ranking and authorized negotiations with the number one ranked firm, Flagship Airport Services, Inc. (Flagship). II. Proposal: The term of the Contract is for the period of October 1, 2015 through September 30, 2020. Included in the Contract for years 1 through 5 are rates for routine cleaning per square foot, project cleaning per square foot, hourly extra work and supplies per passenger. For year 1, the routine cleaning rate will be $0.4299 per square foot, the project cleaning rate will be $0.1199 per square foot, the extra work hourly rate will be $16.50 and the supplies rate will be $0.04 per passenger. The cost for the first year is estimated to be $8,095,006.91. The rates will increase 2% per year. The Authority may cancel the Contract with 60 days written notice to Flagship. Due to the Master Plan Phase 1 projects increasing square footage, additional authorization is requested for the Chief Executive Officer or his designee to authorize Flagship to adjust the total square footage to be cleaned and to approve extra work as needed. A W/MBE expectancy participation rate of at least 20% of the dollar amount of the awarded Contract was prescribed. A W/MBE participation rate of 20% will be incorporated into this Contract. III. Funding: This item is included in the O&M Budget.
AGENDA Page 14 J1 (Continued) IV. Recommendation: Management recommends adoption of Resolution No. 2015-137. V. Resolution: Resolution No. 2015-137 authorizes the execution of the Maintenance Contract for Janitorial Services for Airport Terminal Facilities at Tampa International Airport with Flagship Airport Services, Inc.; authorizes the Chief Executive Officer or his designee to adjust the total square footage to be cleaned and authorize extra work as needed; and authorizes the Chief Executive Officer or his designee to execute all other ancillary documents.
AGENDA Page 15 J. UNFINISHED BUSINESS 2. Contract for Continuing Structural Consultant, Walker Parking Consultants/Engineers, Inc., Tampa International, Peter O. Knight, Tampa Executive and Plant City Airports, Resolution No. 2015-138 I. Background: On May 7, 2015, the Board approved negotiations with the number one ranked firm, Walker Parking Consultants/Engineers, Inc. (Walker). II. Proposal: Walker will provide design services for planned projects in support of the Authority s Capital Improvement Program. In addition, Walker may be engaged on an as-needed basis for structural engineering services. The term of the Contract is through July 1, 2020 and includes a total not-to-exceed amount for the work in the amount of $2,921,000. A W/MBE expectancy of at least 5% of the dollar amount earned on the Contract was prescribed. A W/MBE expectancy of 10% will be incorporated into this Contract. III. Funding: This item is included in the Capital Budget. IV. Recommendation: Management recommends adoption of Resolution No. 2015-138. V. Resolution: Resolution No. 2015-138 authorizes execution of the Contract for Continuing Structural Consultant at Tampa International, Peter O. Knight, Tampa Executive and Plant City Airports with Walker Parking Consultants/Engineers, Inc.; and authorizes the Chief Executive Officer or his designee to execute all other ancillary documents.
AGENDA Page 16 K. NEW BUSINESS 1. Approval of Public Parking Rate Adjustment, Tampa International Airport, Resolution No. 2015-142 I. Background: Leigh Fisher, the Authority s ground transportation consultant, has conducted a study to review and analyze parking rate structures, customer demand for each of our public parking garages and revenue associated with the public parking garages at Tampa International Airport (Airport). The study reviewed the Airport s current public parking rates and benchmarked them against thirteen (13) peer airports. The study established that the Airport s current maximum daily parking rates for the Short Term Garage, Long Term Garage, Economy Garage and Valet are lower than those of most of the peer airports. The public parking rates were last adjusted in October 2013 when the maximum daily rate for the Long Term Garage was increased from $15 to $16, incremental rates for the Short Term Garage and Long Term Garage were changed from $1 to $2 per 20 minutes, and a $4 rate for transactions between 61 and 80 minutes was also implemented. No adjustment was made at that time to the maximum daily rate of $20 for the Short Term Garage. The rates for the Short Term Garage and Economy Garage were last modified in 2007. As a result of increased customer demand, the Long Term Garage was closed 22 times in 2014 and 17 times thus far in 2015, due to capacity constraints. Additionally, the Authority has invested approximately $48 million over the last eight years to maintain the aging parking structures. Over the next five years, it is anticipated the Authority will spend approximately $30 million in capital to maintain the aging parking structures. The Authority also invested $1.2 million in 2007 to purchase 16 Compressed Natural Gas (CNG) shuttle buses to transport customers between the Economy Parking Garage and the Main Terminal. Finally, the Authority s current parking revenue control system is over 20 years old and it is antiquated. It is being replaced at a cost of approximately $20 million in order to modernize the system. The new parking and revenue control system (PARCs) will also allow implementation of the latest technology and allow the Authority to introduce new customer service initiatives such as use of credit entry and credit card exit, loyalty and frequent parker programs, webbased parking reservations, and reserved corporate and business parking. The new system also features the ability to implement variable pricing based on demand, customer service specials, and other programs.
AGENDA Page 17 K1 Continued II. Proposal: Based on the need to balance demand of the public parking facilities, capital cost projections, and an analysis of comparable facilities at other similar airports, the following public parking rate adjustments are proposed to be effective October 1, 2015: Existing Proposed Short Term Free for first 60 minutes No Change Garage $4 for 61-80 minutes No Change $2 each additional 20 minutes No Change $20 maximum per 24 hours $22 per 24 hours Long Term Free for first 60 minutes No Change Garage $4 for 61-80 minutes No Change $2 each additional 20 minutes No Change $16 maximum per 24 hours $18 per 24 hours Economy $1 each 20 minutes No Change Garage $9 maximum per 24 hours $10 per 24 hours Valet $2 each 30 minutes ($5 min.) No Change $25 maximum per 24 hours $30 per 24 hours Even after the recommended rate increase, Tampa International Airport s parking rates will remain cost effective with the Short Term Garage rate remaining one of the lowest rates amongst peer airports and the Long Term Garage, Economy Garage, and Valet rates matching the median rates amongst peer airports. III. Funding: N/A IV. Recommendation: Management recommends increasing maximum daily rates at the Long Term, Short Term, Economy and Valet parking facilities as proposed.
AGENDA Page 18 K1 Continued V. Resolution: Resolution No. 2015-142 approves and authorizes public parking rate adjustments at Tampa International Airport effective October 1, 2015.
AGENDA Page 19 K. NEW BUSINESS 2. Hillsborough County Aviation Authority, Tampa International Airport 2015 Series Bonds, 2015A Senior Lien Bonds, Resolution No. 2015-66 Hillsborough County Aviation Authority, Tampa International Airport 2015 Series Bonds, 2015A & 2015B Subordinated Lien Bonds, Resolution No. 2015-67 I. Background: On October 2, 2014, the Authority held a public hearing on proposed debt issuances and the related plan of financing to fund certain projects in Phase 1 of the 2012 Master Plan. On October 2, 2014, the Board also approved a resolution which allows the Authority to pay costs of these projects before the bonds are issued, and to then reimburse those expenditures from the bond proceeds after the bonds are issued. The plan of financing for the 2012 Master Plan Phase 1 projects anticipated the issuance of general revenue bonds, PFC backed bonds, CFC backed bonds, and advances on the SunTrust Credit Facility. These Resolutions authorize the issuance of the general revenue bonds (2015A Senior Lien Bonds) and PFC backed bonds (2015A and 2015B Subordinated Lien Bonds) that the Authority intends to issue in August 2015. II. Proposal: Costs incurred to date on certain 2012 Master Plan Phase 1 projects have been funded on an interim basis with Authority funds and advances on the SunTrust Credit Facility. The August 2015 bond issuances will reimburse these Authority expenditures, refund the SunTrust Credit Facility advances, and provide partial funding for future expenditures through completion for the following projects: Project Number Project Description 2015A Senior Project 2015 Subordinated Project 8100 14 Main Terminal Transfer Level Expansion and Concessions Redevelopment x 8105 14 Concessions Consolidated Warehouse x 8110 14 Taxiway J and Bridge Reconstruction x 8115 14 South Terminal Support Area Roadway Improvements x 8700 14 Automated People Mover x x
AGENDA Page 20 K2 (Continued) These Resolutions authorize the issuance of Tampa International Airport Revenue Bonds, 2015 Series A (AMT) in an amount not to exceed $185,000,000; and the issuance of Tampa International Airport Subordinated Revenue Bonds, 2015 Series A (AMT) and Tampa International Airport Subordinated Revenue Bonds, 2015 Series B (NON-AMT) in an amount not to exceed $215,000,000. III. Funding: N/A IV. Recommendation: Management recommends adoption of Resolution No. 2015-66 and Resolution No. 2015-67. V. Resolution: Resolution No. 2015-66 authorizes the issuance of Hillsborough County Aviation Authority Tampa International Airport Revenue Bonds, 2015 Series A (AMT), in the aggregate principal amount not to exceed $185,000,000, in one or more series, for the purpose of financing the cost of certain airport projects, including the 2015A Project and paying certain obligations under its revolving credit facility; approves the form of a Supplemental Trust Agreement with respect to such bonds; approves the form of a draft official statement and authorizes the execution of preliminary and final official statements with respect to such bonds; authorizes the Chairperson or Vice Chairperson to award the sale of such bonds to Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co., LLC, Raymond James & Associates, Inc. and RBC Capital Markets, LLC on a negotiated basis in accordance with the delegation guidelines provided, and approves the conditions of such sale; designates the registrar, paying agent and authenticating agent for such series of bonds; approves the form of and authorizes the execution of a contract of purchase and a continuing disclosure agreement in accordance with SEC Rule 15c2-12; approves the acquisition of credit enhancement if deemed financially advantageous for one or more series of bonds or portions thereof as determined by the Chairperson; provides certain findings with respect to
AGENDA Page 21 K2 (Continued) the foregoing; provides certain other details with respect thereto; and provides an effective date. Resolution No. 2015-67 authorizes the issuance of Hillsborough County Aviation Authority Tampa International Airport Subordinated Revenue Bonds, 2015 Series A (AMT) and Hillsborough County Aviation Authority Tampa International Airport Subordinated Revenue Bonds, 2015 Series B (NON-AMT), each in one or more series in the aggregate principal amount not to exceed $215,000,000, in each case in one or more series, for the purpose of financing the cost of certain Airport projects, including the 2015 Subordinated Projects, and paying certain obligations under its revolving credit facility; approves the form of a Subordinated Supplemental Trust Agreement with respect to such bonds; approves the form of a draft official statement and authorizes the execution of preliminary and final official statements with respect to such bonds; authorizes the Chairperson or Vice Chairperson to award the sale of such bonds to Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co., LLC, Raymond James & Associates, Inc. and RBC Capital Markets, LLC on a negotiated basis in accordance with the delegation guidelines provided, and approves the conditions of such sale; designates the registrar, paying agent and authenticating agent for such series of bonds; approves the form of and authorizes the execution of a contract of purchase and a continuing disclosure agreement in accordance with SEC Rule 15c2-12; approves the acquisition of credit enhancement if deemed financially advantageous for one or more series of bonds or portions thereof as determined by the Chairperson; provides certain findings with respect to the foregoing; provides certain other details with respect thereto; and provides an effective date.
AGENDA Page 22 K. NEW BUSINESS 3. Hillsborough County Aviation Authority, Tampa International Airport 2015 Series Bonds, 2015A & 2015B Customer Facility Charge Bonds, Resolution No. 2015-96 I. Background: On October 2, 2014, the Authority held a public hearing on proposed debt issuances and the related plan of financing to fund certain projects in the 2012 Master Plan Phase 1. On October 2, 2014, the Board also approved a resolution which allows the Authority to pay costs of these projects before the bonds are issued, and to then reimburse those expenditures from the bond proceeds after the bonds are issued. The plan of financing for the 2012 Master Plan Phase 1 projects anticipated the issuance of various bonds including Customer Facility Charge Revenue Bonds and advances on the SunTrust Credit Facility. This Resolution authorizes issuance of the Customer Facility Charge Revenue Bonds (2015A and 2015B Customer Facility Charge Bonds) that the Authority intends to issue in September 2015. Customer Facility Charge Revenue Bonds will have a pledge on Customer Facility Charge Revenues (CFCs). All insurers of the Senior Bonds have consented to exclude CFCs from the definition of Gross Revenues pledged under the Senior Trust Agreement. Certain other conditions to the release of CFCs from Gross Revenues as set forth in the Senior Trust Agreement will be satisfied before the CFC Bonds are issued. II. Proposal: Costs incurred to date on certain 2012 Master Plan Phase 1 projects have been funded on an interim basis with Customer Facility Charges and advances on the SunTrust Credit Facility. The September 2015 bond issuances will reimburse these Authority expenditures, refund the SunTrust Credit Facility advances, and provide partial funding for future expenditures through completion for the following projects:
AGENDA Page 23 K3 (Continued) Project Number Project Description 8700 14 Automated People Mover 1105 14 Consolidated Rental Car Facility This Board item authorizes the issuance of Tampa International Airport Customer Facility Charge Revenue Bonds, 2015 Series A (NON-AMT) and the issuance of Tampa International Airport Customer Facility Charge Revenue Bonds, 2015 Series B (Taxable) in an amount not to exceed $425,000,000. III. Funding: N/A IV. Recommendation: Management recommends adoption of Resolution No. 2015-96. V. Resolution: Resolution No. 2015-96 authorizes the issuance of Hillsborough County Aviation Authority Tampa International Airport Customer Facility Charge Revenue Bonds, 2015 Series A (NON-AMT) and Hillsborough County Aviation Authority Tampa International Airport Customer Facility Charge Revenue Bonds, 2015 Series B (Taxable), in the aggregate principal amount not to exceed $425,000,000, in one or more series, for the purpose of financing the cost of certain airport projects, including the 2015 Airport System CFC Project and paying certain obligations under its revolving credit facility; approves the forms of the CFC Trust Agreement and the 2015 CFC Supplemental Trust Agreement with respect to one or more of such series of bonds; approves the form of a draft official statement and authorizes the execution of preliminary and final official statements with respect to such series of bonds; authorizes the Chairperson or Vice Chairperson to award the sale of such series of bonds to Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith, Incorporated, J.P. Morgan Securities LLC, Morgan Stanley & Co., LLC, Raymond James & Associates, Inc. and RBC Capital Markets, LLC on a negotiated basis in
AGENDA Page 24 K3 (Continued) accordance with the delegation guidelines provided, and approves the conditions of such sale; designates the trustee, registrar, paying agent and authenticating agent for such series of bonds; approves the form of and authorizes the execution of a contract of purchase and continuing disclosure agreement in accordance with SEC Rule 15c2-12; approves the acquisition of credit enhancement if deemed financially advantageous for one or more series of bonds or portions thereof as determined by the Chairperson; provides certain findings with respect to the foregoing; provides certain other details with respect thereto; and provides an effective date.
AGENDA Page 25 K. NEW BUSINESS 4. Supplemental Trust Agreement Pledging Authority Entitlement CFCs to the Senior Bonds, Resolution No. 2015-109 I. Background: The Authority will be issuing bonds in September 2015 to fund a portion of the APM and ConRAC projects. These bonds will be issued on a standalone basis and will be secured by a pledge on CFC revenues. In addition to securing the September 2015 bonds, the use of CFC revenues is subject to the terms of the CFC Trust Agreement and the Concessionaire Agreements with the rental car companies that will be operating in the ConRAC upon its completion. The CFC Trust Agreement and Concessionaire Agreements provide for certain CFC revenues to be paid to the Authority. These payments to the Authority are defined as Authority CFC Entitlement Revenues. Since all CFCs will have been previously released from Gross Revenues, these entitlement revenues must be re-pledged under the Senior Trust Agreement to be counted as Gross Revenues of the Authority that are pledged to the senior bondholders. II. Proposal: Authority CFC Entitlement Revenues include the remittance of CFC Revenues to the Authority for the following reimbursements, as further defined in the CFC Trust Agreement and the Concessionaire Agreements: Forty percent of the APM s operating and maintenance expenses Debt service on bonds that funded prior rental car facilities Monthly amortization of the Authority s investment in prior rental car facilities Rental Recovery Revenues This Resolution authorizes the pledge of Authority CFC Entitlement Revenues to secure bonds issued under the Senior Trust Agreement. III. Funding: N/A
AGENDA Page 26 K4 (Continued) IV. Recommendation: Management recommends adoption of Resolution No. 2015-109. V. Resolution: Resolution No. 2015-109 authorizes the re-pledging of Authority CFC Entitlement Revenues to secure bonds issued under the codified and restated Senior Trust Agreement; approving the form and authorizing the execution of a Supplemental Trust Agreement to pledge such revenues; providing certain findings with respect to the foregoing; providing certain other details with respect thereto; and providing an effective date.
AGENDA Page 27 L. PRESENTATIONS None M. STAFF REPORTS N. ATTORNEY-CLIENT CLOSED SESSION O. ADJOURNMENT