canaveral port authority october 23, 2019...eng_backup_10232019_pur-itb-19-10 bid proposal.pdf 2....
TRANSCRIPT
If you would like to speak before the Canaveral Port Authority Board of Commissioners during Public Comments on a topic relevant tothe Canaveral Port Authority Commission Agenda for this meeting, please complete a Public Comment Request card and give the cardto the recording secretary. Public Comment Request cards are located near the outside entry doors next to the agenda for thismeeting. All persons speaking will follow conduct as set forth by Canaveral Port Authority Policy POL-2016-001-EXE-3, PublicParticipation and Conduct at Board Meetings.
1. Before approaching the podium, please remove hats and sunglasses and turn all cell phones off or to vibrate. 2. Please proceed to the podium when your name is called by the Commission Chairman and state your name, business affiliation,
and city of residency for the recording secretary.3. You will have THREE MINUTES to speak before the Board of Commissioners.4. Do not make threats or rude comments, including the use of profanity, to or about members of the Board or Canaveral. Port
Authority Employees.5. All statements are to be directed to the Commission Chairman. You may not address or question Board members or Port Staff
individually unlessdirected by the Chairman.6. Be respectful of other people’s ideas or situation when you talk. Try not to judge them or point fingers.7. Be patient when listening to others speak and do not interrupt them.
No Board action will be taken on requests during Public Comments unless determined by the Commission Chairman to be anemergency. Any other requests for Board action may be placed on the agenda for a subsequent meeting.
CANAVERAL PORT AUTHORITY BOARD OF COMMISSIONERS
October 23, 2019Commission Room
Port Canaveral, Florida 32920AGENDA
This meeting is open to the public.
6:00 PMCall to Order and Pledge of Allegiance
Approval of Agenda
Approval of Minutes
Consideration of approving the minutes for the September 25, 2019 CommissionMeeting. (Melanie Bradford)09252019 Minutes.doc
Personal Appearances and Presentations
Plaque Presentation to Jim Wikstrom, Florida Department of Transportation,District 5. (Pat Poston)
Bob Musser will Introduce Dr. Duane DeFreese, Executive Director of the IndianRiver Lagoon National Estuary Program (IRLNEP), who will present "Optimizingthe Value of the Port Canaveral-IRLNEP Partnership"
1
Canaveral Port Authority Board of Commissioners Meeting - October 23, 2019
2
Economic Impact Study Presentation (Rich Higginson, BREA)
Public Comment regarding Commission Discussion Items
Commission Discussion Items
Consideration of approving the commission meeting calendar for 2020. (MelanieBradford)2020 Meeting Dates.docx
Consideration of approval of Chief Executive Officer employment agreement.(Harold Bistline/Micah Loyd)
Consideration of approving Resolution RES-209-011-EXE-3 to affirm continuedsupport of the Aerospace Industry and Exploration. (Micah Loyd)Space CPA Resolution.pdf
Reports
CEO Report
Presentation of selected Financial information memo for September 2019 (MichaelPoole)REPORTS_FIN_MEMO & STATEMENTS_10232019.pdf
Consideration for approval of the Financial Reports for September 2019 (PatriciaPoston)A. Statistical Report B. Aging ReportC. List of BillsD. List of Disposals - NoneE. Commissioner Expenses REPORTS_FIN_STATISTICAL_10232019.pdfREPORTS_FIN_AGING_10232019.pdfREPORTS_FIN_LIST_OF_BILLS_10232019.pdfREPORTS_FIN_COMMISSIONER MINOR EXPENSES_10232019 Public.pdf
Consideration for approval of the Attorney Fees for September 2019 (PatriciaPoston)REPORTS_FIN_LEGAL BILLS_10232019 Public.pdf
Capital Projects Update-OCTOBER 2019 CAPITAL PROJECTS UPDATE.pdf
Public Comment on Consent Agenda
Consent Agenda2
Canaveral Port Authority Board of Commissioners Meeting - October 23, 2019
3
1. Engineering, Construction, and Facilities
1.A. Consideration of approving the Staff recommendation of Infrastructure andIndustrial Constructors Southeast, Inc. for PUR-ITB-19-10, North Cargo Berth 8Pier extension project and to issue a purchase order in the amount not to exceed$5,554,300.00 (Patrick Hammond/Bill Crowe)
1A Cover Sheet.pdfENG_Backup_10232019_CPU_NCB8.pdfENG_Backup_10232019_PUR-ITB-19-10 Solicitation Summary.pdfENG_Backup_0232019_PUR-ITB-19-10 Bid Tabulation.pdfENG_Backup_10232019_PUR-ITB-19-10 Bid Proposal.pdf
2. Finance
2.A. Consideration of approval of CPA Resolutions RES-2019-009-EXE-3 andRES-2019-0010-EXE-3 authorizing the issuance of Port Revenue RefundingBonds Series 2019C, Series 2019A, Series 2019B and Series 2019D (MichaelPoole)2A Cover Sheet.pdfA_FIN_BACKUP_10232019_RES-2019-009-EXE-3.pdfA_FIN_BACKUP_10232019_RES-2019-010-EXE-3.pdfA_FIN_BACKUP_10232019_RFP Responce Summary.pdf
2.B. Consideration of CPA Resolution No. RES-2019-008-EXE-3, authorizing a HazardMitigation Grant Program Agreement between the Canaveral Port Authority (CPA)and Federal Emergency Management Agency (FEMA), pass-through from theFlorida Division of Emergency Management (FDEM) for the reimbursement offederal funds expended by the Canaveral Port Authority in conjunction with thePortable Emergency Generator Project. (Michael Poole)2B Cover Sheet.pdfB_FIN_BACKUP_10232019_RES-2019-008-EXE-3.pdf
3. Human Resources
3.A. Consideration of approving the Employee Health Plan Benefit Program InsuranceRecommendations for 2020.3A Cover Sheet.pdfHR_Consent Agenda Item 1.x_.pdf
4. Real Estate
4.A. Consideration of approving a 3-Year Lease Agreement for 3,750 square feet ofwarehouse space with RTJ Creations LLC at 720 Mullet Road, Unit M (Bays 3 and4). The document has been reviewed and approved by General Counsel and Port 3
Canaveral Port Authority Board of Commissioners Meeting - October 23, 2019
4
Attorney. (Scott Shepard) 4A Cover Sheet.pdfRE_Backup_10232019_Lease.pdf
4.B. Consideration of approving a Second Modification to Commercial LeaseAgreement for SMS International Shore Operations US, Inc.'s One YearCommercial Lease Agreement effective October 26, 2017, as amended, to extendthe Lease for three (3) years, to September 30, 2022. The document has beenreviewed and approved by General Counsel and Port Attorney. (Scott Shepard)4B Cover Sheet.pdfRE_Backup_10232019_2nd Mod.pdf
Adjournment until next meeting scheduled for December 11, 2019 at 9:00 am.
4
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number:
Department: Commission
Requested Action: Consideration of approving the minutes for the September 25, 2019Commission Meeting. (Melanie Bradford)
Summary Explanation & Background:
Financial Impact: No
Reviewed by General Counsel: No
Reviewed by Port Attorney: Yes
Financial Review:
Attachments:
09252019 Minutes.doc
5
Reports – Minutes of the September 25, 2019 Commission MeetingMINUTES OF A REGULAR COMMISSION MEETING OF THE CANAVERAL PORT AUTHORITY HELD IN THE COMMISSIONERS’ MEETING ROOM OF THE CANAVERAL PORT AUTHORITY OFFICE, 445 CHALLENGER ROAD, PORTCANAVERAL, FLORIDA, SEPTEMBER 25, 2019.
The meeting was called to order by Chairman Micah Loyd at 9:01 a.m. Commissioner BobHarvey led the Pledge of Allegiance.
Those present were Commissioners Jerry Allender, Bob Harvey, Robyn Hattaway, WayneJustice and Chairman Micah Loyd; CEO Captain John Murray, CFO Michael Poole, Senior Director Finance Pat Poston, Vice President Engineering and Construction Bill Crowe, Attorney Harold Bistline and Special Assistant/Liaison Melanie Bradford.
The following Ambassadors and Ambassadors Emeritus were present: Mike Gautreaux, Dennis Hepburn, Max King, Robi Roberts, Tom Vani, Susie Wasdin and Ambassador Emeritus Jim Handley, Mac Mclouth and Bob Socks. Dignitaries present were Sen Tom Wright, Representative Debbie Mayfield, Representative Tyler Sirios and Cocoa Beach City Commissioner, Karalyn Woulas.
APPROVAL OF AGENDA:
Commissioner Harvey motion to approve the agenda and Commissioner Allender seconded the motion. The motion passed 5/0.
APPROVAL OF MINUTES:
Commissioner Harvey moved approval of the minutes from the August 28, 2019 regular commission meeting. The motion was seconded by Commissioner Justice and passed 5/0.
PERSONAL APPEARANCES AND PRESENTATIONS:1. Presentation by Senator Debbie Mayfield, Senator Tom Wright, Representative Tyler
Sirois and Sonny from Representative Plasencia’s office of a check for $1.5 million for the Port’s new fireboat.
2. Employee Service Awards were given to Steve Furry for his retirement after 7 years with the port, Matt Milhoan 5 years, Rob Underwood 5 years, Teresa Watson 5 years, Stephen Williams 5 years, Donna Greenslade 15 years, and Andy Leadbetter 30 years.
REPORTS:1. CEO Report
Cruise Update: 2019 by the numbers (October 1 – August 31)
636 cruise ship calls 659 gaming vessel calls Multi-day cruise revenue on budget with $75.6M
6
Minutes of the Canaveral Port Authority September 25, 2019, 2019 Commission Meeting
2
Recently refurbished Norwegian Breakaway will arrive in Port Canaveral on November 23, 2019
Carnival Cruise Lines will begin using a facial recognition pilot program in Cruise Terminal 6 for embarkation and debarkation of Carnival Breeze on October 5
Cruise Business Development team headed to Puerto Rico for the Florida Caribbean Cruise Conference and Trade Show Attended by more than 100 cruise executives Program designed to exchange information on industry needs and allow 1-on-1
meetings with decision makers
Cargo Update: 2019 by the numbers (October 1 – August 31)
337 ship calls Cargo revenue – $8.2M Cargo tonnage – 5.9M tons
Cargo Business Development team attended 23rd Biennial PPI Transport Symposium in Tarragona, Spain with ASI Leading conference for global forest products Dedicated to transport, material handling and distribution of forest products
Hafnia Guangzhou made her inaugural North American call at Port Canaveral on September 12 Discharged 375,000 barrels of jet fuel loaded in South Korea
Recreation Update: Upcoming Special Events
October 5 – Pink Ribbon Walk at Exploration Tower October 12 – Parrish Medical Foundation Gala at Cruise Terminal 1 October 23 – NASA Expo at Cruise Terminal 10
Environmental Update: Port Canaveral sponsored the Turtle Krawl 5K on September 14
Benefits the Sea Turtle Preservation Society which helps fund the Sea Turtle Healing Center at Brevard Zoo
2019 International Coastal Cleanup held on Saturday, September 21 at Jetty Park in partnership with Sea World 100 volunteers from SeaWorld, Port staff, Propeller Club and the community
collected 58 bags of trash and other debris
LNG Update: Construction Updates
Shell – Q-LNG barge construction is on schedule Q-4000 “named” at VT Halter Shipyard, Mississippi On track for commissioning in March 2020
Polaris New Energy Design approval process with USCG Fincantieri Bay Shipbuilding, Wisconsin
7
Minutes of the Canaveral Port Authority September 25, 2019, 2019 Commission Meeting
3
Enhanced Fireboat CPA received 1 bid for fireboat Metal Shark, Jeanrette, Louisiana
LNG shipboard firefighting training commenced September 23 Class conducted by US Marine Resource Center Harvey Gulf International students 4 additional classes scheduled for 2019
Hurricane Dorian: Continuous preparation yielded good results
Pre-staged supplies and survey vessel Coordinated cargo and cruise line itinerary changes Fuel operations continued until mandatory evacuation Commercial fishing fleet and recreational boats removed
8 recreations vessels remained Consistent public messaging of Port status
Port closed at 8:00 am, September 2 Port survey complete September 3; channel September 4 Reopened with restrictions at 4:00 pm on September 4 Fully open at 5:00 pm on September 5 1 cargo, 6 cruise vessels in Port on September 5
Harmony of the Seas, Mariner of the Seas Carnival Liberty, Ecstasy, Elation Disney Dream American Liberty (gasoline/diesel)
2. Presentation of selected financial information memo for August 2019 (Michael Poole)
3. Consideration for approval of the Financial Reports for August 2019 (Patricia Poston)
After presentation of the financial information for August 2019 and the Financial Reportsfor August 2019 (#2 and #3), Commissioner Harvey motioned approval of the August 2019Financial Information Memo, the Statistical Report, Aging Report, List of Bills, List of Disposals, and Commissioner Expenses. Commissioner Allender seconded the motion and the motion passed 5/0.
4. Consideration for approval of the Attorney Fees for August 2019 (Patricia Poston)
Commissioner Harvey made a motion to approve the Attorney Fees for August 2019. Commissioner Allender seconded the motion and the motion passed 5/0.
5. 9:15 Time Certain: FY 2020 Operating Budget and Capital Budget (Michael Poole/Patricia Poston)CFO Michael Poston went over the FY 2020 Operating Budget and Capital Budget.
8
Minutes of the Canaveral Port Authority September 25, 2019, 2019 Commission Meeting
4
Commissioner Harvey motioned approval of the FY 2020 Operating Budget and Capital Budget. Commissioner Allender seconded the motion and the motion passed 5/0.
6. Legislative Priorities for FY 2020 (Diane Luensmann)Diane Luensmann gave an update on the legislative priorities for FY 2020. Commissioner Allender made a motion and Commissioner Hattaway seconded the motion to approve the legislative priorities as presented. The motion passed 5/0.
PUBLIC COMMENT ON CONSENT AGENDA: Nathan Meloon spoke briefing regarding the correction to the drainage easement in Consent Agenda Item 5a.
CONSENT AGENDA: Consent Items 1B, 1C and 4E were pulled for discussion. Commissioner Hattaway motioned to approve items 1A, 1D, 2A, 2B, 2C, 2D, 3A, 4A, 4B, 4C, 4D and 5A. Commissioner Harvey seconded the motion and the motion passed 5/0.
1.B. Consideration of approving a purchase order in the amount of $118,401.98 to Environmental Research and Design, Inc. (ERD) for Port Canaveral Harbor, Barge Canal, and beach water quality monitoring continuing services for FY2020; subject to final approval of the FY2020 Budget. (Bob Musser)
Bob Musser gave a short presentation. Commissioner Justice made a motion to accept this item and Commissioner Harvey seconded the motion. The motion passed 5/0.
1.C. Consideration of approving a purchase order in the amount of $124,000 to Olsen Associates, Inc. for coastal engineering support related to Port Canaveral Inlet Management Plan implementation and Sand Bypass construction, subject to final approval of the FY2020 budget. (Bob Musser)
Bob Musser spoke to the purpose of sand bypass. Commissioner Allender moved to accept this item. Commissioner Justice seconded the motion. The motion passed 5/0.
4.E. Consideration of approving the Staff recommendation of the lowest responsive bidder to Gravois Aluminum Boats, LLC dba Metal Shark for the PUR-ITB-19-8 Rapid Response Fire & Rescue Boat and to issue a total contract in the not to exceed amount of $4,870,000 (Barry Compagnoni)
Barry Compagnoni spoke briefly regarding the Fire & Rescue Boat. Commissioner Justice moved to accept this item and Commissioner Harvey seconded the motion. The motion passed 5/0.
PUBLIC COMMENT:
Sherri McCoy spoke regarding the Barge Canal usage for hurricane evacuation.Mac McLouth spoke regarding the potential closing of the main channel in the event of an accident.
9
Minutes of the Canaveral Port Authority September 25, 2019, 2019 Commission Meeting
5
Raymond Cascella and Roland Carlson addressed litigation that was dismissed by the courts.
COMMISSIONER REPORTS/DISCUSSION:Commissioner Harvey – Nothing
Commissioner Allender – Nothing
Commissioner Justice – Worked on Senator Scott’s Military Academy Nomination interviews.
Commissioner Hattaway – Spoke regarding the first successful meeting of the Junior Ambassadors
Commissioner Loyd – Nothing
ADJOURNENT: The meeting was adjourned at 10:38 a.m. until the next regularly scheduled meeting on Wednesday, October 23, 2019 at 6:00 p.m.
CANAVERAL PORT AUTHORITY
____________________________________Micah Loyd, Chairman
ATTEST
__________________________________Bob Harvey, Secretary/Treasurer
10
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number:
Department: Engineering
Requested Action: Plaque Presentation to Jim Wikstrom, Florida Department of Transportation,District 5. (Pat Poston)
Summary Explanation & Background:
Financial Impact: No
Reviewed by General Counsel: No
Reviewed by Port Attorney: No
Financial Review:
Attachments:
11
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number:
Department: Engineering
Requested Action: Bob Musser will Introduce Dr. Duane DeFreese, Executive Director of theIndian River Lagoon National Estuary Program (IRLNEP), who will present"Optimizing the Value of the Port Canaveral-IRLNEP Partnership"
Summary Explanation & Background:
Financial Impact: No
Reviewed by General Counsel: No
Reviewed by Port Attorney: No
Financial Review:
Attachments:
12
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number:
Department: Government Relations and Communications
Requested Action: Economic Impact Study Presentation (Rich Higginson, BREA)
Summary Explanation & Background:
Financial Impact: No
Reviewed by General Counsel: No
Reviewed by Port Attorney: No
Financial Review:
Attachments:
13
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number:
Department: Commission
Requested Action: Consideration of approving the commission meeting calendar for 2020.(Melanie Bradford)
Summary Explanation & Background:
Financial Impact: No
Reviewed by General Counsel: No
Reviewed by Port Attorney: No
Financial Review:
Attachments:
2020 Meeting Dates.docx
14
Canaveral Port Authority445 Challenger Road
Cape Canaveral, Fl 32920
2020 Commission Meeting Schedule
January 22 9:00 am
February 26 9:00 am
March 25 9:00 am
April 22 6:00 pm
May 20 9:00 am
June 24 9:00 am
August 26 9:00 am
September 23 9:00 am
October 28 6:00 pm
December 9 9:00 am
15
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number:
Department: Commission
Requested Action: Consideration of approval of Chief Executive Officer employmentagreement. (Harold Bistline/Micah Loyd)
Summary Explanation & Background:
Financial Impact: No
Reviewed by General Counsel: No
Reviewed by Port Attorney: Yes
Financial Review:
Attachments:
16
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number:
Department: Commission
Requested Action: Consideration of approving Resolution RES-209-011-EXE-3 to affirmcontinued support of the Aerospace Industry and Exploration. (Micah Loyd)
Summary Explanation & Background:
Financial Impact: No
Reviewed by General Counsel: No
Reviewed by Port Attorney: No
Financial Review:
Attachments:
Space CPA Resolution.pdf
17
CANAVERAL PORT AUTHORITY RESOLUTION # RES-2019-011-EXE-3
A RESOLUTION OF THE CANAVERAL PORT AUTHORITY TO AFFIRM ITS CONTINUED SUPPORT OF THE AEROSPACE INDUSTRY AND EXPLORATION
WHEREAS, Port Canaveral has played an important continuous role in America’s space program since its inception.
WHEREAS, in 1961 the Mercury space capsule flown by astronaut Alan Shepard, the first American launched into space, was retrieved upon its return to earth by vessels home ported at Port Canaveral.
WHEREAS, in 1965, the Canaveral Lock was opened, connecting Port Canaveral’s waters to the Banana River allowing successful transport of the Saturn rocket components from the Port to Kennedy Space Center launch facilities.
WHEREAS, during the space shuttle program, reusable solid rocket boosters retrieved at sea were towed through Port Canaveral and returned by water to Kennedy Space Center.
WHEREAS, today the operational concepts of commercial aerospace space companies incorporate water landings of their rockets.
WHEREAS, Port Canaveral has grown to be a world class gateway to new frontiers, including space.
WHEREAS, the Port is mindful of the evolving needs of the aerospace space industry and continues to be a strategic operational resource for the region’s growing aerospace industry.
NOW, THEREFORE, BE IT RESOLVED, THE CANAVERAL PORT AUTHORITY affirms its support for space exploration and the continuing role of Port Canaveral to meet the growing needs of the aerospace industry. We acknowledge our long and shared history and affirm the Port will continue to remain committed to the growth of the space industry, which is so vital to this region, Florida and our nation.
DONE, ORDERED AND ADOPTED, this day of at Port Canaveral, Brevard County, Florida.
CANAVERAL PORT AUTHORITY
______________________________
Micah Loyd, Chairman
_________________________________
Robyn Hattaway, Vice-Chairman
18
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number:
Department: Executive
Requested Action: CEO Report
Summary Explanation & Background:
Financial Impact: No
Reviewed by General Counsel: No
Reviewed by Port Attorney: No
Financial Review:
Attachments:
19
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number:
Department: Finance
Requested Action: Presentation of selected Financial information memo for September 2019(Michael Poole)
Summary Explanation & Background: sdfgsdfFinancial Impact: No
Reviewed by General Counsel: No
Reviewed by Port Attorney: No
Financial Review:
Attachments:
REPORTS_FIN_MEMO & STATEMENTS_10232019.pdf
20
21
22
23
24
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number:
Department: Finance
Requested Action: Consideration for approval of the Financial Reports for September 2019(Patricia Poston)
A. Statistical Report
B. Aging Report
C. List of Bills
D. List of Disposals - None
E. Commissioner Expenses
Summary Explanation & Background:
Financial Impact: No
Reviewed by General Counsel: No
Reviewed by Port Attorney: No
Financial Review:
Attachments:
REPORTS_FIN_STATISTICAL_10232019.pdf
REPORTS_FIN_AGING_10232019.pdf
REPORTS_FIN_LIST_OF_BILLS_10232019.pdf
REPORTS_FIN_COMMISSIONER MINOR EXPENSES_10232019 Public.pdf
25
26
SHIP CALLS: YTD FY2019 YTD FY2018 % September
2019 September
2018 % Cargo 361 491 24 36 Layberth / Other 40 53 9 3 Cruise & Gaming 1,389 1,402 127 109TOTAL SHIP CALLS: 1,790 1,946 -8.02% 160 148 8.11%SHIP DAYS ON BERTH: 2,861 2,548 12.28% 207 196 5.61%CARGO TONNAGE (short tons): Aggregate / Limestone 510,337 478,587 6.63% 47,717 58,702 -18.71% Cement 5,650 -100.00% 3,729 -100.00% Concentrate 6,594 6,006 9.79% 3,328 100.00% Dry Cargo 169 -100.00% Empty Containers 2,319 6,152 -62.30% 46 32 40.79% Fertilizer - Bulk 59,174 41,834 41.45% General Miscellaneous 206 1,258 -83.62% 0 16 -99.87% Granite / Rock 442,880 496,774 -10.85% 62,780 100.00% Gypsum / Drywall -11,023 -100.00% Hurricane Relief 37,883 -100.00% Kraft Liner Board / Pulp / Fiber 1,653 4,739 -65.11% Loaded 20' Containers 4,948 6,908 -28.37% 547 482 13.51% Loaded 40' Containers 101 53,842 -99.81% 10 -100.00% Lumber ( 186,696 1000'sBF/ 141,268 1000'sBF) 277,674 211,911 31.03% 5,683 13,164 -56.83% Machinery, Equipment (W/M) 1,362 6,231 -78.14% 28 -100.00% New Cars - Import (12,514 / 21,324 ) 19,491 34,760 -43.93% 284 1,643 -82.74% Newsprint 59,906 78,587 -23.77% 3,976 1,060 275.05% Petroleum 4,012,641 3,982,524 0.76% 333,139 325,246 2.43% Salt 362,922 332,180 9.25% 25,799 9,899 160.62% Sea Bed Mats ( 207 / 1,384 ) 1,683 9,923 -83.04% 784 -100.00% Slag 710,236 609,107 16.60% 54,564 62,356 -12.50% Steel & Iron Products 6,387 2,580 147.57% 2,101 -100.00% Supersacks 4,560 3,760 21.28% 443 -100.00% Used Cars - Export ( 240 / 596 ) 458 1,014 -54.82% 6 120 -95.03% Used Cars - Import ( 1 / 9 ) 2 45 -95.91% 3 -100.00% Used Trucks - Export ( 189 / 423 ) 2,170 4,554 -52.35% 28 545 -94.85% Used Trucks - Import ( 5 / 15 ) 44 150 -70.88% 19 -100.00% Yachts & Boats ( 13 / 0 ) 23 100.00%TOTAL CARGO TONNAGE: 6,487,769 6,417,126 1.10% 537,898 469,360 14.60%CARGO REVENUE: 8,897,338$ 9,683,674$ -8.12% 687,936$ 1,063,919$ -35.34%LAYBERTH/OTHER REVENUE: 391,336$ 458,137$ -14.58% 83,579$ 31,642$ 164.14%GRAND TOTAL CARGO / OTHER REVENUE: 9,288,674$ 10,141,812$ -8.41% 771,516$ 1,095,561$ -29.58%CONTAINERS-# LOAD 524 TEU'S 534 2425 TEU'S 4429 72 TEU'S 72 57 TEU'S 58 CONTAINERS-# EMP'Y 797 TEU'S 801 1543 TEU'S 2630 14 TEU'S 14 9 TEU'S 9
CANAVERAL PORT AUTHORITYSTATISTICAL REPORT FOR SEPTEMBER 2019
Updated: 10/16/19
27
CANAVERAL PORT AUTHORITYSTATISTICAL REPORT FOR SEPTEMBER 2019
YTD FY2019 YTD FY2018 % September 2019 September 2018 %* CRUISE PASSENGERS * Rev. Psgrs. = both embarking and disembarking passengers
PSGRS VOY'G PSGRS VOY'G * PSGRS VOY'G PSGRS VOY'GCarnival Cruise Lines Breeze - HP 450,756 51 7,960 1 5562.76% 32,148 4 7,960 1 303.87% Ecstasy - POC 4,121 1 100.00% 4,121 1 100.00% Elation - HP 156,282 31 100.00% 28,502 6 100.00% Fascination - POC 4,237 2 -100.00% Liberty - HP 718,847 103 731,558 107 -1.74% 51,408 8 59,769 9 -13.99% Magic - HP 449,456 52 -100.00% 37,686 5 -100.00% Pride - POC 16,837 7 -100.00% Sunshine - HP 206,396 32 324,267 46 -36.35% 26,585 4 -100.00% Adonia (CCL Affiliate) - POC 622 1 -100.00% Aida Diva (CCL Affiliate) - POC 1,994 1 2,087 1 -4.46% Aida Luna (CCL Affiliate) - POC 8,999 4 6,677 3 34.78% 2,093 1 2,092 1 0.05% Aida Mar (CCL Affiliate) - POC 2,172 1 -100.00% Queen Victoria (CCL Affiliate) - POC 1,850 1 3,772 2 -50.95% Veendam (CCL Affiliate) - POC 983 1 100.00% Ventura (CCL Affiliate) - POC 2,958 1 2,941 1 0.58% Zuiderdam (CCL Affiliate) - POC 1,659 1 1,725 1 -3.83%Disney Cruise Lines Dream - HP 767,082 100.5 765,112 101 0.26% 54,154 7.5 57,763 8 -6.25% Fantasy - HP 388,520 53 381,710 53 1.78% 29,037 4 31,464 5 -7.71% Magic - POC 7,820 3 15,207 6 -48.58% Wonder - HP 29,751 6 70,533 14 -57.82%Norwegian Cruise Lines Breakaway - POC 101,495 22 -100.00% Dawn - POC 33,957 12 100.00% Epic - HP 209,743 24 209,531 24 0.10% Escape - POC 83,704 17 4,516 1 1753.50% 4,516 1 -100.00% Gem - POC 10,985 4 55,011 19 -80.03% 2,601 1 -100.00% Getaway - POC 9,738 2 100.00% Jade - POC 2,915 1 100.00% Pearl - POC 2,999 1 100.00% Sun - HP 187,344 46 148,458 36 26.19% 19,854 5.5 5,930 2 234.81% Crystal Symphony (NCL Affiliate) - POC 668 1 100.00% Insignia (NCL Affiliate) 558 1 100.00% Marina (NCL Affiliate) - POC 1,000 1 1,207 1 -17.15% Seven Seas Navigator (NCL Affiliate) - POC 399 1 398 1 0.25% Sirena (NCL Affiliate) - POC 645 1 -100.00%Other Cruise Lines - POC Amadea - POC 487 1 100.00% Europa 2 - POC 467 1 -100.00% Hebridean Sky - POC 100 1 -100.00% Silver Muse - POC 478 1 -100.00% The World - POC 155 1 -100.00%Royal Caribbean Int'l Adventure of the Sea - POC 10,571 3 47,289 12 -77.65% Anthem of the Seas - POC 57,319 12 90,927 19 -36.96% Enchantment of the Seas - HP 321,425 62 152,184 29 111.21% 41,097 8 -100.00% Grandeur of the Seas - POC 21,380 9 23,539 12 -9.17% 1,659 1 -100.00% Harmony of the Seas - HP 280,322 24 100.00% 55,727 5 100.00% Majesty of the Seas - HP 268,616 55 -100.00% Mariner of the Seas - HP 315,911 43 100.00% 57,695 8 100.00% Navigator of the Seas - POC 2,134 1 2,977 1 -28.32% Oasis of the Seas - HP 316,942 26 668,431 55 -52.58% 61,676 5 -100.00%
Rhaposdy of the Seas - POC 3,152 1 100.00% Symphony of the Seas - POC 5,141 1 100.00% Mein Schiff 6 (RCI Affiliate) - POC 7,342 3 5,134 2 43.01%
TOTAL MULTI-DAY PASS'GERS: 4,634,154 686 4,568,431 693 1.44% 334,739 50 340,798 51 -1.78% GAMING VESSEL PASSENGERS:Victory 1 251,160 703 272,572 709 -7.86% 13,380 44 21,550 58 -37.91% TOTAL GAMING VESSEL PASSENGERS 251,160 703 272,572 709 -7.86% 13,380 44 21,550 58 -37.91% TOTAL CRUISE/GAMING PASSENGERS: 4,885,314 1,389 4,841,003 1,402 0.92% 348,119 94 362,348 109 -3.93%TOTAL MULTI-DAY CRUISE REVENUE: 79,970,984$ 75,621,976$ 5.75% 6,195,817$ 6,238,083$ -0.68%TOTAL GAMING VESSEL REVENUE: 1,943,324$ 2,112,157$ -7.99% 104,126$ 167,133$ -37.70%GRAND TOTAL CRUISE / GAMING REVENUE: 81,914,308$ 77,734,133$ 5.38% 6,299,943$ 6,405,216$ -1.64%GRAND TOTAL CARGO/CRUISE/GAMING REVENUE: 91,202,982$ 87,875,945$ 3.79% 7,071,459$ 7,500,777$ -5.72%
MULTI-DAY CRUISE PASSENGERS:
28
29
30
31
32
33
34
35
36
37
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number:
Department: Finance
Requested Action: Consideration for approval of the Attorney Fees for September 2019(Patricia Poston)
Summary Explanation & Background:
Financial Impact: No
Reviewed by General Counsel: No
Reviewed by Port Attorney: Yes
Financial Review:
Attachments:
REPORTS_FIN_LEGAL BILLS_10232019 Public.pdf
38
39
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number:
Department: Engineering
Requested Action: Capital Projects Update-
Summary Explanation & Background:
Financial Impact: No
Reviewed by General Counsel: No
Reviewed by Port Attorney: No
Financial Review:
Attachments:
OCTOBER 2019 CAPITAL PROJECTS UPDATE.pdf
40
OCTOBER 2019
PROJECT:
DESCRIPTION:
DESCRIPTION: DESIGNER CONTRACTOR OWNERS REP
NAME BA Ivey's Construction KMI TOTAL PROJECT BUDGET 28,790,166$
BUDGET $ 29,585,932 GRANT PROGRAM
ORIGINAL CONTRACT $ 29,535,932 GRANT AMOUNT -$
CHANGE ORDERS TO DATE
PORT FUNDS 28,790,166$
PAID TO DATE $ 18,733,105
SUBSTANTIAL COMPLETION DATE 04/01/20
COMMISSION ACTION(S)January 8, 2018 - Commission approved Ivey's Construction as Design Builder
PHOTOS
AMENDED CONTRACT $ - $ 29,535,932 $ - PENDING ITEMSTOTAL PROJECT BUDGET is net of 6% ODP savings.
GENERAL PROJECT INFORMATION
CAPITAL PROJECTS UPDATE
Terminal 3 Garage
Design/Build of a parking garage with a minumum of 1800 parking spots. Use of first floor for ground transportation. The package also includes a payed tolling system and CCTV.
PROJECT STATUS:Piles are 100 % driven. Pre-stressed panels are being installed. Zones 1-18 are complete. (out of 40 zones) Underground electric being installed at this time. Interior light fixtures being installed. Hurricane Dorian added 6 days to the rain delay that was built into the original schedule. At his time it has not affected the completion date. Substantial Completion is scheduled for 1 April 2020 with final on 29 April 20.
41
OCTOBER 2019
PROJECT:
DESCRIPTION:
T DESIGNER CONTRACTOR OWNERS REP
NAME CH2M Adelte KMI TOTAL PROJECT BUDGET 5,249,724$
BUDGET $ 5,249,000 GRANT PROGRAM
ORIGINAL CONTRACT $ 5,249,000 GRANT AMOUNT -$
CHANGE ORDERS TO DATE $ - PORT FUNDS 5,249,724$
PAID TO DATE $ 3,017,800
SUBSTANTIAL COMPLETION DATE 01/30/20
COMMISSION ACTION(S)August 29, 2018 approved Adelte as contactorAugust 29, 2018 approved change order to CH2M
PHOTOS
AMENDED CONTRACT $ 5,249,000 $ - PENDING ITEMS
GENERAL PROJECT INFORMATION
CAPITAL PROJECTS UPDATE
Cruise Terminal 3 Passenger Boarding Bridge
Construct two new Passenger Boarding Bridges for the new cruise terminal and berth located on south side of port where former Cruise Terminal 3 was located.
PROJECT STATUS:
PBB's shipment has changed, now they plan on assembling and testing at the Port of Barcelona and will ship the Passenger Boarding Bridges assembled. Arrival time will be around the first week of Febuary 2020. They have already started to truck the pieces to the port and assembly to start week of Oct. 14th.
42
OCTOBER 2019
PROJECT:
DESCRIPTION:
DESIGNER CONTRACTOR OWNERS REP
NAME BA Ivey's Construction KMI TOTAL PROJECT BUDGET 82,696,180$
BUDGET $ 6,227,773 $ 78,983,620 $ 1,498,007 GRANT PROGRAM FDOT
ORIGINAL CONTRACT $ 5,194,000 $ 78,983,620 $ 1,498,007 GRANT AMOUNT 5,794,193$
CHANGE ORDERS TO DATE $ 1,033,773 $ (4,529,989) $ - PORT FUNDS 76,901,987$
PAID TO DATE $ 5,571,603 $ 19,250,862 $ 547,977
SUBSTANTIAL COMPLETION DATE Q2 2020 05/20/20 Q2 2020
COMMISSION ACTION(S)June 28, 2017 - Approval to issue soliciation for design of new terminal.September 28, 2017 - Approval to negotiate and issue contract to BA. October 25, 2017 - Deisgn contract with BA ApprovedAugust 29, 2018 - Commission approved change order added scope to Designer January 8, 2019 - Commission approved Ivey's Construction for project @ $78,983,620February 20, 2019- Commission approved increase to BA $463,337 and reduction to Ivey's for $644,755 for VE items.April 24, 2019 - Change order approved to reduce contract by $3,885,234 (new contract value $74,453,631)
PHOTOS
CAPITAL PROJECTS UPDATE
Cruise Terminal 3
New 185,000 sf Cruise Terminal program with a seating area of up to 1700 seats , 1st floor occupancy load of 3775, 2nd floor occupancy 4362. To include separate baggage building and warehouse. New roadway and utilities.
GENERAL PROJECT INFORMATION
PROJECT STATUS:
Second floor concrete is near completion and installation of office walls on the south/east side and restrooms on the south/west near complete. First floor CBP block walls have been installed and 95% of framing is complete, mechanical duct work and electric being installed in the ceilings. Roof membrane intallation is near completion. Working on pouring concrete columns and beams for passanger boarding bridge. Ice tanks for HVAC on site and piping has begun.
Underground utilities on going . Roughly 6 weeks behind original schedule. Hurricane Dorian added 6 days to the rain delay that was built into the original schedule. Substantial Completion is scheduled for 20 May 2020.
AMENDED CONTRACT $ 6,227,773 74,453,631$ $ 1,498,007 PENDING ITEMSTOTAL PROJECT BUDGET is net of 6% ODP savings.
43
OCTOBER 2019
PROJECT:
DESCRIPTION:
PROJECT# DESIGNER CONTRACTOR OWNERS REP
NAME Jacobs/CH2M RUSH Marine KMI TOTAL PROJECT BUDGET 40,144,985$
BUDGET $ 1,811,990 $ 38,600,000 GRANT PROGRAM
ORIGINAL CONTRACT $ 1,249,884 $ 38,600,000 GRANT AMOUNT -$
CHANGE ORDERS TO DATE $ 562,106 $ - PORT FUNDS 40,144,985$
PAID TO DATE $ 1,623,119 $ 30,152,895
SUBSTANTIAL COMPLETION DATE 12/20/19
TOTAL PROJECT BUDGET is net of 6% ODP savings.
COMMISSION ACTION(S)
Design-Permission to Negotiate with CH2M Hill at April, 2017 Meeting Design-Award to CH2M Hill at June, 2017 Meeting Owners Rep. permission to issue formal solicitation at August 2017 Meeting. Owners Rep.approval to award to KMI International at October 2017 Meeting August 29, 2018 approved Rush Marine for construction August 29, 2018 approved change order to CH2M
PHOTOS
AMENDED CONTRACT $ 1,811,990 $ 38,600,000 $ - PENDING ITEMS
CAPITAL PROJECTS UPDATE
Cruise Terminal 3 Marine Works
At the current location of Cruise Terminal 3 remove exsiting outdated pier and replace with a 1319 foot berth. The berth will consist of a deep and shallow steel pipe piling bulkhead walls, A-frame tie-back with grouted anchors. New 8'x16' foam fenders, 125/200 MT Bollards, water stations and PBB runway. Dredge to -37 (+2)
GENERAL PROJECT INFORMATION
PROJECT STATUS:
Rush Marine is currently working on pouring the combi-wall encapsulation, 12 sections or ~600 feet poured of ~1,400 feet. Site work continues with fill placement throughout the site. Base rock planned to be installed starting on east end of project in 2 weeks. Underground utility installation is underway with waterlines and stormwater lines. Bollard installation has begun and contractor is core drilling in preparation for fender installation. Contractual substantial completion date is 11/29/2019 but due to delays, predominately related to project steel delivery delays, the current substantial completion date is 12/20/19 with final completion by 01/08/20.
44
OCTOBER 2019
PROJECT:
DESCRIPTION:
PROJECT # 1842 DESIGNER CONTRACTOR
NAME Atkins W&J Construction TOTAL PROJECT BUDGET 4,048,369$
BUDGET $ - $ - GRANT PROGRAM FDOT
ORIGINAL CONTRACT $ 189,629 $ 4,027,970 GRANT AMOUNT 2,013,985$
CHANGE ORDERS TO DATE $ - PORT FUNDS 2,034,384$
PAID TO DATE
SUBSTANTIAL COMPLETION DATE 02/16/20
COMMISSION ACTION(S) June 26, 2019 - Contract awarded to W&J Construction
PHOTOS
AMENDED CONTRACT $ - $ - PENDING ITEMSTOTAL PROJECT BUDGET is net of 6% ODP savings.
GENERAL PROJECT INFORMATION
CAPITAL PROJECTS UPDATE
North Cargo Berth 8 Uplands Improvements
North Cargo Berth 8 Uplands Improvements project is the construction of approximately 4 acres of heavy duty asphalt pavement adjacent to the newly construction bulkhead wall. Improvements include highmast lighting, water and stormwater systems, and reconstruction/widening of Snapper Road.
PROJECT STATUS:
Contractor continues with site work with excavation of existing material and preparing for waterline and stormwater line installation. Submittal reviews are underway for the lighting control systems and other project components. Coordination with FP&L underway for the relocation of the overhead lines at the end of Snapper Road.
45
OCTOBER 2019
PROJECT:
DESCRIPTION:
PROJECT# DESIGNER CONTRACTOR OWNERS REP
NAME Jacobs I+ICON TOTAL PROJECT BUDGET
BUDGET GRANT PROGRAM
ORIGINAL CONTRACT $ 260,790 $ 5,554,300 GRANT AMOUNT -$
CHANGE ORDERS TO DATE
PORT FUNDS -$
PAID TO DATE $ 172,869
SUBSTANTIAL COMPLETION DATE
GENERAL PROJECT INFORMATION
CAPITAL PROJECTS UPDATE
North Cargo Berth 8 Pier Extension
Construct ~120 foot open pile concrete pier extension on the southern end of the existing NCB8 Berth. Includes pile foundations, caps, deck units, mooring bollards, fenders and water stations.
PROJECT STATUS:
North Cargo Berth 8 Pier Extension contract is on the October commission meeting for award.
AMENDED CONTRACT $ 260,790 $ 5,554,300 $ - PENDING ITEMS
Award of contract.
COMMISSION ACTION(S)
PHOTOS
46
OCTOBER 2019
PROJECT:
DESCRIPTION:
PROJECT # 2241/2240 DESIGNER CONTRACTOR OWNERS REP
NAME Jacobs TBD TOTAL PROJECT BUDGET 70,127,113$
BUDGET $ 929,093 NCB3 - $41MNCB4 - $71M
GRANT PROGRAM
ORIGINAL CONTRACT $ 585,256 $ - $ - GRANT AMOUNT
CHANGE ORDERS TO DATE $ 343,837 $ - PORT FUNDS 70,127,113$
PAID TO DATE $ 910,093
SUBSTANTIAL COMPLETION DATE
CAPITAL PROJECTS UPDATE
North Cargo Berth 3 & 4
This project is to construct replacement berths at NCB3 & 4 to deep wall berth to replace the current over water piers. This will allow for wider ships in the channel and replace the current sheet pile wall in desperate need of replacement. Total length is ~1,700 feet with berth dredge depth of -43 MLLW
GENERAL PROJECT INFORMATION
PROJECT STATUS:
Project design continues. Regulatory permits have been received for this project. CPA Staff is working on grant application. Design may be reworked to reduce the overall scale of the base bid to match the grant application. Build grant notice due on November 12th, 2019.
AMENDED CONTRACT $ 929,093 $ - $ - PENDING ITEMS
COMMISSION ACTION(S)
March 18, 2015 - Approval of purchase order to CH2M under general engineering contract for conceptual layouts, $19,880July 29, 2015 - Approval of purchase order to CH2M under continuing contract for design and permitting, $585,256December 16, 2015 - Increase to CH2M's purchase order, $5,046April 27, 2016 - Increase to CH2M's purchase order for design and permitting, $338,791
PHOTOS
47
OCTOBER 2019
PROJECT:
DESCRIPTION:
PROJECT# DESIGNER CONTRACTOR OWNERS REP
NAME LittleJohn Eng. Ivey's Construction N/A TOTAL PROJECT BUDGET 8,068,336$
BUDGET $ 111,600 $ 8,052,204 GRANT PROGRAM DEO
ORIGINAL CONTRACT $ 111,600 $ 419,087 $ - GRANT AMOUNT 4,552,889$
CHANGE ORDERS TO DATE $ - $ 7,633,117 $ - PORT FUNDS 3,515,447$
PAID TO DATE $ 111,600 $ 7,023,449
SUBSTANTIAL COMPLETION DATE 11/01/19
TOTAL PROJECT BUDGET is net of 6% ODP savings.
CAPITAL PROJECTS UPDATE
Port Wide Wayfinding
This project is the design, permitting, fabrication and installation of vehicular directional signs and gateway signs to be located throughout Port Canaveral, on SR 528 and A1A. A total of ~189 signs will be added or changed through this project.
GENERAL PROJECT INFORMATION
PROJECT STATUS:
All signange has been installed. Continuing to work with CPA IT and Ivey's on the implementation of new digital signage software for internal port signs. Currently working with Ivey's Construction on the design and layout of the Cruise Terminal 3 wayfinding signs along George King Blvd. Working through the design of an overhead sign structure near the entrance to Cruise Terminal 3.
AMENDED CONTRACT $ 111,600 $ 8,052,204 $ - PENDING ITEMS
COMMISSION ACTION(S)May 20, 2015 - Approval of purchase order to Little John Eng. For design services, $180,800April 27, 2016 - Approval to issue competitive solicitationFebruary 22, 2017 - Approval of purchase order to Ivey's Construction for pre-construction design services, $419,087August 23, 2017 - Approval of change order #1 to Ivey's Construction, $226,000February 28, 2018 - Approval of change order #2 to Ivey's Construction, $7,663,235.28April 25, 2018 - Approval of change order #3 to Ivey's Construction for CE&I services, $318,743October 31, 2018 - Approval of change order # 4 to Ivey's Construction, #272,121
PHOTOS
48
OCTOBER 2019
PROJECT:
DESCRIPTION:
PROJECT # 1100 DESIGNER CONTRACTOR CEI Services
NAME TranSystems Ivey's Construction TranSystems TOTAL PROJECT BUDGET 7,434,002$
BUDGET $ 445,000 $ 6,000,000 GRANT PROGRAM DEO
ORIGINAL CONTRACT $ 405,082 $ 668,104 GRANT AMOUNT 3,692,111$
CHANGE ORDERS TO DATE $ 5,580,219 $ 280,325 PORT FUNDS 3,741,891$
PAID TO DATE $ 405,082 $ 4,886,470 $ 214,014
SUBSTANTIAL COMPLETION DATE 11/01/2019
GENERAL PROJECT INFORMATION
CAPITAL PROJECTS UPDATE
North Side Cruise Terminal Roadway Network
Improvement of the North Side Cruise Terminal Roads.
PROJECT STATUS:
The contractor completed the steel structure installation of the new canopy for the CT-6 commercial parking including cameras connection and lighting. Contractor also completed the bus turn from CT-10 to Ct-8 and loweirng the road under the SR-401 bridge to provide another access to oversize vehicles without the risk of damaging the bridge. The CT-6 employee parking modified to provide the required radius for oversize vehicles to exit. Coordination with CPA Stakeholders continues and helps the project to advance without disrupting operations.
COMMISSION ACTION(S)April 27, 2016 - Permission to issue and RFQ for Traffic and TransportationJune 22, 2016 - Authorization to negotiate and award contract for the Design Criteria Package Development with TranSystems May 30, 2018 - Award for Pre-Construction Services to Ivey's ConstructionOctober 31, 2018 - Award for Construction Services
PHOTOS
AMENDED CONTRACT $ 405,082 $ 6,248,323 $ 280,325 PENDING ITEMS
TOTAL PROJECT BUDGET is net of 6% ODP savings.
49
OCTOBER 2019
PROJECT:
DESCRIPTION:
PROJECT# DESIGNER CONTRACTOR OWNERS REP
NAME BEA Architects PCL & Heard Const KMI International TOTAL PROJECT BUDGET 6,683,179$
BUDGET GRANT PROGRAM
ORIGINAL CONTRACT $ 2,447,514 $ 125,000 $ 69,000 GRANT AMOUNT -$
CHANGE ORDERS TO DATE $ 20,000 PORT FUNDS 6,683,179$
PAID TO DATE $ 361,804 $ 35,000 $ 16,875
SUBSTANTIAL COMPLETION DATE March 2021
COMMISSION ACTION(S)January 23, 2019 - Authorization to negotiate Contract.May 22, 2019 - Authorization award contract and issue a purchase order to BEA Architects. June 26, 2019 - Authorization to award contract to PCL and Heard Construction for CM @ Risk services and the Owner's Representative.August 28, 2019 - Authorization to approve change order #1 to PCL and Heard Construction for CM @ Risk services.October 23, 2019 (Pending) - Authorization to approve change order #1 to BEA Architects.
PHOTOS
The above total project budget included actuals/encumbered/board approved in FY 2019. This budget will be adjusted in FY 2020.
CAPITAL PROJECTS UPDATE
Architectural and Engineering Design and Permitting Services for Cruise Terminals 8 & 10 Landside Improvements
The improvements at CT-8 include a new luggage screening building, renovation of the first and second floor of the main building, a new ADA ramp, a new arrivals area, IT and electrical improvements, site improvements including the extension of the drop-off area. At CT-10 the improvements consider reconfiguration of the seating area to provide new concierge area and the check-in counters with minor site improvements.
PROJECT STATUS:
Kick-off meeting for design was on June 19, 2019 with both landside and waterside designers, DCL and CPA. Conceptual and circulation drawings were completed and the 30% Drawing Set were submitted on August 23. A review meeting was held with CPA, designer, contractor and cruise line. The comments from this meeting will be incorporated in the drawings for the next deliverable which is on November 1st. The furniture and front store window packages, shutdown and temporary access to the terminal during construction will be discussed with DCL this month. A progress meeting with DCL executives will be held on October 28 to discuss Landside, Waterside and Passenger Boarding Bridge improvements.
GENERAL PROJECT INFORMATION
AMENDED CONTRACT $ 2,447,514 $ 145,000 $ 69,000 PENDING ITEMS
50
OCTOBER 2019
PROJECT:
DESCRIPTION:
PROJECT# DESIGNER CONTRACTOR OWNERS REP
NAME Jacobs TBD TBD TOTAL PROJECT BUDGET 270,000$
BUDGET GRANT PROGRAM
ORIGINAL CONTRACT (PROPOSAL) $ 269,931 GRANT AMOUNT -$
CHANGE ORDERS TO DATE
PORT FUNDS 270,000$
PAID TO DATE $ 142,739
SUBSTANTIAL COMPLETION DATE
GENERAL PROJECT INFORMATION
COMMISSION ACTION(S)January 23, 2019 - Authorization to negotiate Contract.May 22, 2019 - Authorization award contract and issue a purchase order to Jacobs.
PHOTOS
AMENDED CONTRACT $ 269,931 $ - $ - PENDING ITEMSThe above total project budget included actuals/encumbered/board approved in FY 2019. This budget will be adjusted in FY 2020.
CAPITAL PROJECTS UPDATE
Waterside Engineering Design and Permitting Services for Cruise Terminals 8 & 10
Marine improvements at CT-8 will include filling in various gaps in the pier deck, replace and add mooring fixtures and strength the pier deck for the new passenger boarding bridge. All these improvements are needed for the new class vessel expected by 2021. CT-10 works will include filling in various gaps in the pier deck, electrical work at the pier and a new mooring dolphin.
PROJECT STATUS:A coordination meeting with the Landside designer, contractor and Waterside designer was held early September to provide updates and explain the Waterside Design Package A which is the interface of the new PBB with the terminal. This improvement will be performed by the Landside Contractor. THe 50% package was released mid September and included in the contractor's 30% Construction Estimate.
Tha 90% Design Package for the pier improvements at CT-8 and CT-10 was submitted early October. The modification to the Federal Channel alignment was approved and the permit package draft for additional mooring structures at CT-8 and CT-10 is in complete. Port Staff and designer are working with USACOE to discuss the permit requirements for the pier improvements at CT-8 and CT-10.
51
OCTOBER 2019
PROJECT:
DESCRIPTION:
PROJECT# DESIGNER CONTRACTOR OWNERS REP
NAME CH2 Adelte TOTAL PROJECT BUDGET 2,910,000$
BUDGET GRANT PROGRAM
ORIGINAL CONTRACT $ 89,681 $ 2,810,000 GRANT AMOUNT -$
CHANGE ORDERS TO DATE
PORT FUNDS 2,910,000$
PAID TO DATE $ 69,125
SUBSTANTIAL COMPLETION DATE 11/10/20
COMMISSION ACTION(S)August 28, 2019 - Authorization for award contract and issue a purchase order to Adelte.
PHOTOS
AMENDED CONTRACT $ 89,681 $ 2,810,000 $ - PENDING ITEMS
The above total project budget included actuals/encumbered/board approved in FY 2019. This budget will be adjusted in FY 2020.
GENERAL PROJECT INFORMATION
CAPITAL PROJECTS UPDATE
Cruise Terminal 8 Passenger Gangway Replacement
Select a firm to design, fabricate and install one (1) new passenger gangway to replace the existing.
PROJECT STATUS:On May 22, 2019 the Port Commission approved a new cruise Operating Agreement with Disney Cruise Line which permits DCL to continue operation at CT-8 and included landside and waterside improvements and the replacement of the existing gangway to accommodate the future growth and the new class fleet. The Staff issued a Request for Qualifications in May for the Cruise Terminal 8 Passenger Gangway Replacement. Adelte was awarded at the August 2019 commission meeting. A Kick-off meeting will be coordinated with Adelte to discuss schedule and manufacturing process. Adelte is working coordinating their design schedule with the manufacturing process. Samples for the floor and glass panels has been submitted.
52
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number: 1.A
Department: Engineering
Requested Action: Consideration of approving the Staff recommendation of Infrastructure andIndustrial Constructors Southeast, Inc. for PUR-ITB-19-10, North CargoBerth 8 Pier extension project and to issue a purchase order in the amountnot to exceed $5,554,300.00 (Patrick Hammond/Bill Crowe)
Summary Explanation & Background: With the completion of the newly construction North Cargo Berth 8 bulkhead wall and the upland paving projectcurrently underway, Port Canaveral continues with the expansion of berthing capabilities. In order to supportboth cargo and potentially cruise operations at North Cargo Berth 8, the North Cargo Berth 8 Extension projectwill construct an approximately 120-foot open pile concrete pier connected to the southern end of the existingberth. This construction will allow versatility in the type of cargo operations allowed at North Cargo Berth 8,including components related to the space industry.
The scope of work includes the construction of a new 14,200 SF pier; including pile foundations, concrete pilecaps, precast concrete deck units, cast in place concrete topping, mooring bollards, cell fenders, fender piles,utilities, and water stations/manifold.
Staff began the solicitation process on September 3, 2019 and bids were received and opened on October 8,2019. Eight bids were received.
Financial Impact: Yes
Reviewed by General Counsel: No
Reviewed by Port Attorney: No
Financial Review: The total NTE amount of $5,554,300 is included in the FY20 Capital Budgetand no increase is required. [Budget item 1842 - North Cargo Pier 8]
53
Attachments:
1A Cover Sheet.pdf
ENG_Backup_10232019_CPU_NCB8.pdf
ENG_Backup_10232019_PUR-ITB-19-10 Solicitation Summary.pdf
ENG_Backup_0232019_PUR-ITB-19-10 Bid Tabulation.pdf
ENG_Backup_10232019_PUR-ITB-19-10 Bid Proposal.pdf
54
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number: 1.A
Department: Engineering
Requested Action: Consideration of approving the Staff recommendation of Infrastructure andIndustrial Constructors Southeast, Inc. for PUR-ITB-19-10, North CargoBerth 8 Pier extension project and to issue a purchase order in the amountnot to exceed $5,554,300.00 (Patrick Hammond/Bill Crowe)
Summary Explanation & Background: With the completion of the newly construction North Cargo Berth 8 bulkhead wall and the upland paving projectcurrently underway, Port Canaveral continues with the expansion of berthing capabilities. In order to supportboth cargo and potentially cruise operations at North Cargo Berth 8, the North Cargo Berth 8 Extension projectwill construct an approximately 120-foot open pile concrete pier connected to the southern end of the existingberth. This construction will allow versatility in the type of cargo operations allowed at North Cargo Berth 8,including components related to the space industry.
The scope of work includes the construction of a new 14,200 SF pier; including pile foundations, concrete pilecaps, precast concrete deck units, cast in place concrete topping, mooring bollards, cell fenders, fender piles,utilities, and water stations/manifold.
Staff began the solicitation process on September 3, 2019 and bids were received and opened on October 8,2019. Eight bids were received.
Financial Impact: Yes
Reviewed by General Counsel: No
Reviewed by Port Attorney: No
Financial Review: The total NTE amount of $5,554,300 is included in the FY20 Capital Budgetand no increase is required. [Budget item 1842 - North Cargo Pier 8]
55
Attachments:
ENG_Backup_10232019_CPU_NCB8.pdf
ENG_Backup_10232019_PUR-ITB-19-10 Solicitation Summary.pdf
ENG_Backup_0232019_PUR-ITB-19-10 Bid Tabulation.pdf
ENG_Backup_10232019_PUR-ITB-19-10 Bid Proposal.pdf
56
OCTOBER 2019
PROJECT:
DESCRIPTION:
PROJECT# DESIGNER CONTRACTOR OWNERS REP
NAME Jacobs I+ICON TOTAL PROJECT BUDGET
BUDGET GRANT PROGRAM
ORIGINAL CONTRACT $ 260,790 $ 5,554,300 GRANT AMOUNT -$
CHANGE ORDERS TO DATE
PORT FUNDS -$
PAID TO DATE $ 172,869
SUBSTANTIAL COMPLETION DATE
GENERAL PROJECT INFORMATION
CAPITAL PROJECTS UPDATE
North Cargo Berth 8 Pier Extension
Construct ~120 foot open pile concrete pier extension on the southern end of the existing NCB8 Berth. Includes pile foundations, caps, deck units, mooring bollards, fenders and water stations.
PROJECT STATUS:
North Cargo Berth 8 Pier Extension contract is on the October commission meeting for award.
AMENDED CONTRACT $ 260,790 $ 5,554,300 $ - PENDING ITEMS
Award of contract.
COMMISSION ACTION(S)
PHOTOS
57
CANVERAL PORT AUTHORITYSOLICITATION SUMMARY
Solicitation Number & Name:PUR-ITB-19-10North Cargo Berth 8 Extension
Advertising:Florida Today newspaper, Brevard edition - Aug 31, Sep 6 & 13, 2019
Posted to Website (http://www.portcanaveral.com/Business-With-Us/Current-Solicitations):August 31, 2019
Posted to PublicPurchase.com Details (bid notification service - vendors self register):
September 8, 2019Vendors Notified - 33Vendors Who Accessed Notification - 16
e-Builder Registered Vendors: (portal where solicitation documents are downloaded)
71
Bids/Proposals Received:8
Prepared by CPA Purchasing Department
58
JOB NAME: PUR‐ITB‐19‐10 BID DUE DATE/TIME: OCTOBER 8, 2019 2:00 PMNORTH CARGO BERTH 8 EXTENSION
250,000.00250,000.00250,000.00250,000.00250,000.00250,000.00
250,000.00
250,000.00
POSTED : DATE BY: Karen Pappas, Director Procurement
POSTED: DATE BY: Karen Pappas, Director Procurement
THIS IS NOTICE OF THE DECISION OF THE CANAVERAL PORT AUTHORITY TO AWARD THE CONTRACT TO: ________________________________________
Orion Marine Construction, Inc ‐ Tampa, FL
Superior Construction Company Southeast, LLC ‐ Jacksonville, FL
Rush Marine, LLC ‐ Titusville, FL
C&D Construction, Inc ‐ Cocoa, FL 7,949,000.00Continental Heavy Civil Corp ‐ Miami, FL 7,420,000.00 7,670,000.00
THIS RANKING WILL BE PRESENTED TO THE CANAVERAL PORT AUTHORITY AT ITS REGULARLY SCHEDULED MEETING ON OCTOBER 23, 2019 FOR A DECISION REGARDING AWARD.
7,960,000.00
5,640,559.00
Engineering Estimate: $8,000,000.00
Kiewit Infrastructure South CO ‐ Orlando, FL 7,372,400.00 7,622,400.00
W&J Construction Corporation ‐ Rockledge, FL
VENDORBASE BID ITEM 1 ‐ LUMP SUM
FOR ALL WORK
5,304,300.00
CANAVERAL PORT AUTHORITY
October 8, 2019
BID TABULATION SHEET
SUM OF BASE BID ITEM 1 AND ALLOWANCE ‐ BASIS
FOR AWARD
5,554,300.00
8,847,776.00
6,712,098.00
8,210,000.00
5,890,559.00
8,199,000.00
ALLOWANCE
8,597,776.00
6,462,098.00
Infrastructure & Industrial Constructors Southeast, Inc (I+iCon) ‐ Tampa, FL
59
60
61
62
63
64
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number: 2.A
Department: Finance
Requested Action: Consideration of approval of CPA Resolutions RES-2019-009-EXE-3 andRES-2019-0010-EXE-3 authorizing the issuance of Port Revenue RefundingBonds Series 2019C, Series 2019A, Series 2019B and Series 2019D (Michael Poole)
Summary Explanation & Background: Consideration of approval of CPA Resolutions RES-2019-009-EXE-3 and RES-2019-0010-EXE-3 authorizing theissuance of Port Revenue Refunding Bonds Series 2019C, Series 2019A, Series 2019B and Series 2019D for thepurpose of refunding the Revenue Bonds Series 2014, Series 2010, Series 2013 and Series 2013A.
The refundings are being undertaken to achieve interest rate savings. An RFP was issued with 9 banks providingresponsive proposals. TD Bank and STI (SunTrust) were rated as the highest respondents.
The Resolutions authorize not to exceed amounts in debt issuance and a negotiated sale of bonds.RES-2019-009-EXE-3 authorizes a Series 2019C Revenue Refunding Bond to TD Bank, N.A. RES-2019-0010-EXE-3 authorizes Series 2019A, Series 2019B and Series 2019D Revenue Refunding Bonds toSTI Institutional & Government, Inc.
Financial Impact: No
Reviewed by General Counsel: No
Reviewed by Port Attorney: No
Financial Review:
Attachments:
2A Cover Sheet.pdf
A_FIN_BACKUP_10232019_RES-2019-009-EXE-3.pdf
A_FIN_BACKUP_10232019_RES-2019-010-EXE-3.pdf
A_FIN_BACKUP_10232019_RFP Responce Summary.pdf
65
66
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number: 2.A
Department: Finance
Requested Action: Consideration of approval of CPA Resolutions RES-2019-009-EXE-3 andRES-2019-0010-EXE-3 authorizing the issuance of Port Revenue RefundingBonds Series 2019C, Series 2019A, Series 2019B and Series 2019D (Michael Poole)
Summary Explanation & Background: Consideration of approval of CPA Resolutions RES-2019-009-EXE-3 and RES-2019-0010-EXE-3 authorizing theissuance of Port Revenue Refunding Bonds Series 2019C, Series 2019A, Series 2019B and Series 2019D for thepurpose of refunding the Revenue Bonds Series 2014, Series 2010, Series 2013 and Series 2013A.
The refundings are being undertaken to achieve interest rate savings. An RFP was issued with 9 banks providingresponsive proposals. TD Bank and STI (SunTrust) were rated as the highest respondents.
The Resolutions authorize not to exceed amounts in debt issuance and a negotiated sale of bonds.RES-2019-009-EXE-3 authorizes a Series 2019C Revenue Refunding Bond to TD Bank, N.A. RES-2019-0010-EXE-3 authorizes Series 2019A, Series 2019B and Series 2019D Revenue Refunding Bonds toSTI Institutional & Government, Inc.
Financial Impact: No
Reviewed by General Counsel: No
Reviewed by Port Attorney: No
Financial Review:
Attachments:
A_FIN_BACKUP_10232019_RES-2019-009-EXE-3.pdf
A_FIN_BACKUP_10232019_RES-2019-010-EXE-3.pdf
A_FIN_BACKUP_10232019_RFP Responce Summary.pdf
67
68
RESOLUTION NO. RES-2019-009-EXE-3
RESOLUTION OF THE CANAVERAL PORT AUTHORITY
SUPPLEMENTING RESOLUTION NO. 92-8;
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$56,994,000 PRINCIPAL AMOUNT OF CANAVERAL
PORT AUTHORITY PORT REVENUE REFUNDING
BOND, SERIES 2019C (AMT), IN ORDER TO REFUND A
PORTION OF THE OUTSTANDING CANAVERAL PORT
AUTHORITY PORT IMPROVEMENT REVENUE BONDS,
SERIES 2014; PROVIDING CERTAIN TERMS AND
DETAILS OF SUCH BOND; AUTHORIZING A
NEGOTIATED SALE OF SAID BOND; ACCEPTING A
TERM SHEET FROM TD BANK, N.A. TO PURCHASE
THE SERIES 2019C BOND; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE CANAVERAL PORT AUTHORITY as follows:
SECTION 1. FINDINGS. It is hereby found and determined that:
(A) On October 7, 1992, the Canaveral Port Authority (the "Issuer") duly
adopted Resolution No. 92-8, as amended and supplemented (the "Bond Resolution").
(B) The Issuer currently has outstanding pursuant to the Bond Resolution
Canaveral Port Authority Port Improvement Revenue Bonds, Series 2010 (the "Series
2010 Bonds"), Canaveral Port Authority Port Revenue Refunding Bond, Series 2012 (the
"Series 2012 Bond"), Canaveral Port Authority Port Improvement Revenue Bonds, Series
2013 (the "Series 2013 Bonds"), Canaveral Port Authority Port Improvement Revenue
Bonds, Series 2008 (modified) (the "Series 2013A Bonds"), Canaveral Port Authority
Port Improvement Revenue Bonds, Series 2014 (the "Series 2014 Bonds"), Canaveral
Port Authority Port Revenue Refunding Bond, Series 2015 (the "Series 2015 Bond"),
Canaveral Port Authority Port Improvement Revenue Bond, Series 2016A (the "Series
2016A Bond"), Canaveral Port Authority Port Improvement Revenue Bond, Series
2016B (the "Series 2016B Bond"), Canaveral Port Authority Port Improvement and
Refunding Revenue Bonds, Series 2016C (AMT) (the "Series 2016C Bonds"), Canaveral
Port Authority Port Improvement Revenue Bonds, Series 2016D (Taxable) (the "Series
2016D Bonds"), Canaveral Port Authority Port Improvement Revenue Bonds, Series
2018A (AMT) (the "Series 2018A Bonds"), Canaveral Port Authority Port Improvement
Revenue Bonds, Series 2018B (Non-AMT) (the "Series 2018B Bonds") and Canaveral
Port Authority Port Improvement Revenue Bonds, Series 2018C (AMT) (the "Series
2018C Bonds"). The Series 2010 Bonds, the Series 2012 Bond, the Series 2013 Bonds,
the Series 2013A Bonds, the Series 2014 Bonds, the Series 2015 Bond, the Series 2016A 69
2
Bond, the Series 2016B Bond, the Series 2016C Bonds, the Series 2016D Bonds, the
Series 2018A Bonds, the Series 2018B Bonds and the Series 2018C Bonds are
collectively referred to herein as the "Parity Bonds."
(C) The Bond Resolution provides for the issuance of Additional Bonds upon
meeting the requirements set forth in the Bond Resolution.
(D) The Issuer deems it in its best economic interests to issue its Canaveral Port
Authority Port Revenue Refunding Bond, Series 2019C (AMT) (the "Series 2019C
Bond") in order to (1) refund a portion of the outstanding Series 2014 Bonds (such
portion hereinafter referred to as the "Refunded Bonds") and (2) pay costs of issuance
related to the Series 2019C Bond.
(E) The Issuer has deemed it in its best economic interests to issue,
simultaneously herewith, its (1) Canaveral Port Authority Port Revenue Refunding Bond,
Series 2019A (Non-AMT) (the "Series 2019A Bond"), for the principal purpose of
refunding all of the outstanding Series 2013 Bonds, (2) Canaveral Port Authority Port
Revenue Refunding Bond, Series 2019B (AMT) (the "Series 2019B Bond"), for the
principal purpose of refunding all of the outstanding Series 2010 Bonds and Series
2013A Bonds, and (3) Canaveral Port Authority Port Revenue Refunding Bond, Series
2019D (AMT) (the "Series 2019D Bond" and collectively with the Series 2019A Bond,
the Series 2019B Bond and the Series 2019C Bond, the "Series 2019 Bonds"), for the
principal purpose of refunding the remaining portion of the outstanding Series 2014
Bonds not refunded with the proceeds of the Series 2019C Bond.
(F) The covenants, pledges and conditions in the Bond Resolution shall be
applicable to the Series 2019C Bond herein authorized to the same extent as for the Parity
Bonds, the Series 2019A Bond, the Series 2019B Bond and the Series 2019D Bond, and
said Series 2019C Bond shall constitute "Bonds" within the meaning of the Bond
Resolution.
(G) The principal of and interest on the Series 2019C Bond and all required
sinking fund, reserve and other payments shall be limited obligations of the Issuer,
payable solely from the Pledged Funds, as provided in the Bond Resolution, on a parity
with the Parity Bonds not being refunded with the proceeds of the Series 2019 Bonds, the
Series 2019A Bond, the Series 2019B Bond, the Series 2019D Bond, and any Additional
Bonds hereafter issued. The Series 2019C Bond shall not constitute a general obligation,
or a pledge of the faith, credit or taxing power of the Issuer, the Port District, the State of
Florida, or any political subdivision thereof, within the meaning of any constitutional or
statutory provisions. Neither the State of Florida, any political subdivision thereof, the
Issuer nor the Port District shall be obligated (1) to exercise its ad valorem taxing power
in any form on any real or personal property of or in the Issuer to pay the principal of the
Series 2019C Bond, the interest thereon, or other costs incidental thereto or (2) to pay the
70
3
same from any other funds of the Issuer except from the Pledged Funds, in the manner
provided in the Bond Resolution.
(H) Due to the volatility of the market for tax-exempt obligations such as the
Series 2019C Bond and the nature of the transactions involving the Series 2019C Bond, it
is in the best interest of the Issuer to sell the Series 2019C Bond by a negotiated sale,
allowing the Issuer to enter the market at the most advantageous time, rather than at a
specified advertised date, thereby permitting the Issuer to obtain the best possible price
and interest rate for the Series 2019C Bond.
(I) The Issuer has received a favorable offer to purchase the Series 2019C
Bond from TD Bank, N.A. (the "Purchaser") in the form of the Term Sheet attached
hereto as Exhibit A (the "Term Sheet"), all within the parameters set forth herein.
(J) The Bond Resolution provides that Bonds such as the Series 2019C Bond
shall mature on such dates and in such amounts, shall bear such rates of interest, shall be
payable in such places and shall be subject to such redemption provisions as shall be
determined by Supplemental Resolution adopted by the Issuer; and it is now appropriate
that the Issuer determine parameters for such terms and details.
SECTION 2. DEFINITIONS. When used in this Supplemental Resolution,
the terms defined in the Bond Resolution shall have the meanings therein stated, except
as such definitions may be hereinafter amended or defined.
SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL
RESOLUTION. This Supplemental Resolution is adopted pursuant to the provisions of
the Act and the Bond Resolution.
SECTION 4. DESCRIPTION OF THE SERIES 2019C BOND. (A) The
Issuer hereby authorizes the issuance of a Series of Bonds in the principal amount of not
to exceed $56,994,000 to be known (notwithstanding any provision of Section 2.01 of the
Bond Resolution to the contrary) as the "Canaveral Port Authority Port Revenue
Refunding Bond, Series 2019C (AMT)." The Series 2019C Bond shall be issued for the
principal purposes of refunding the Refunded Bonds and paying costs of issuance of the
Series 2019C Bond. The principal amount of the Series 2019C Bond to be issued
pursuant to the Bond Resolution shall be determined by the Chairman provided such
principal amount does not exceed the amount provided above.
The Series 2019C Bond shall be dated as of the date of its delivery and shall be
issued in the form of a fully registered bond or bonds substantially in the form attached
hereto as Exhibit B. The Series 2019C Bond shall bear interest computed on the basis of
a 360-day year consisting of twelve 30-day months, from its dated date, payable on such
dates (each an "Interest Date"), and at such interest rate or rates as shall be provided in
the Term Sheet. Principal shall be payable in such Amortization Installments on such
71
4
dates as shall be provided in the Term Sheet or as otherwise approved by the Chief
Financial Officer, subject to the conditions set forth herein. The final maturity date shall
be June 1, 2034.
Interest payable on the Series 2019C Bond on any Interest Date and all principal
payments coming due will be paid as provided in the Term Sheet. All payments of
principal of and interest on the Series 2019C Bond shall be payable in any coin or
currency of the United States of America which at the time of payment is legal tender for
the payment of public and private debts.
(B) The form of the Term Sheet, with such amendments, changes and
modifications as shall be approved by the Chairman, is hereby approved subject to the
conditions of this Section 4(B). Execution of the Series 2019C Bond by the Chairman
shall be conclusive evidence of approval of any such amendments, changes and
modifications. The Series 2019C Bond shall not be executed by the Chairman until such
time as the following condition has been satisfied:
Receipt by the Chief Financial Officer of a disclosure statement and a truth-
in-bonding statement of the Purchaser dated the date of the Term Sheet and
complying with Section 218.385, Florida Statutes.
Upon satisfaction of all the requirements set forth in this Section 4(B), the
Chairman is authorized to execute and deliver the Series 2019C Bond containing terms
complying with the provisions of this Section 4(B) and the Series 2019C Bond shall be
sold to the Purchaser pursuant to the provisions of the Term Sheet.
SECTION 5. REDEMPTION PROVISIONS FOR SERIES 2019C BOND.
The Series 2019C Bond may be redeemed prior to its maturity from any moneys legally
available therefor upon the notice and conditions provided in the Bond Resolution and
the Term Sheet.
SECTION 6. APPLICATION OF SERIES 2019C BOND PROCEEDS.
The proceeds derived from the sale of the Series 2019C Bond shall, simultaneously with
the delivery of the Series 2019C Bond to the Purchaser, be applied by the Issuer as
follows:
(A) A sufficient amount of proceeds of the Series 2019C Bond shall be used by
the Issuer to pay all costs and expenses in connection with the preparation, issuance and
sale of the Series 2019C Bond.
(B) A sufficient amount of the proceeds of the Series 2019C Bond shall be used
to refund the Refunded Bonds currently held by Regions Capital Advantage, Inc.
72
5
SECTION 7. TRANSFER OF AMOUNTS IN FUNDS AND ACCOUNTS
FOR THE REFUNDED BONDS. Simultaneously with the issuance of the Series
2019C Bond, any amounts on deposit in the funds and accounts established with respect
to the Refunded Bonds shall be transferred to the Issuer at the direction of the Chief
Financial Officer.
SECTION 8. APPOINTMENT OF PAYING AGENT AND REGISTRAR.
The Issuer shall serve as Registrar and Paying Agent for the Series 2019C Bond.
SECTION 9. AUTHORIZATION OF PAYMENT OF REFUNDED
BONDS. The Issuer hereby authorizes and approves the payment and refunding of the
Refunded Bonds.
SECTION 10. RESERVE ACCOUNT. Pursuant to Section 4.05(A)(3) of the
Bond Resolution, the Issuer hereby establishes a separate subaccount in the Reserve
Account for the Series 2019C Bond. Such subaccount shall secure only the Series 2019C
Bond, which shall not be secured by any moneys in the Reserve Account. The Reserve
Account Requirement for the Series 2019C Bond secured by a separate subaccount shall
be $0.00.
SECTION 11. GENERAL AUTHORITY. The members of the governing
body, the Chief Executive Officer, the Chief Financial Officer and the officers, attorneys
and other agents or employees of the Issuer are hereby authorized to do all acts and things
required of them by this Supplemental Resolution, the Bond Resolution or the Term
Sheet or desirable or consistent with the requirements hereof or the Bond Resolution or
the Term Sheet for the full punctual and complete performance of all the terms,
covenants and agreements contained herein or in the Series 2019C Bond, the Bond
Resolution and the Term Sheet and each member, employee, attorney and officer of the
Issuer or the governing body is hereby authorized and directed to execute and deliver any
and all papers and instruments and to do and cause to be done any and all acts and things
necessary or proper for carrying out the transactions contemplated hereunder. If the
Chairman is unavailable or unable at any time to perform any duties or functions
hereunder, the Vice-Chairman or the Chief Executive Officer are hereby authorized to act
on his behalf. If the Chief Executive Officer is unavailable or unable at any time to
perform any of the duties or functions hereunder, including, but not limited to, those
described in Section 4 hereof, the Chief Financial Officer is hereby authorized to act on
his behalf.
SECTION 12. BOND RESOLUTION TO CONTINUE IN FORCE. Except
as herein expressly provided, the Bond Resolution and all the terms and provisions
thereof, including the covenants contained therein, are and shall remain in full force and
effect.
73
6
SECTION 13. SEVERABILITY AND INVALID PROVISIONS. If any one
or more of the covenants, agreements or provisions herein contained shall be held
contrary to any express provision of law or contrary to the policy of express law, even
though not expressly prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements or provisions shall be null
and void and shall be deemed separable from the remaining covenants, agreements or
provisions and shall in no way affect the validity of any of the other covenants,
agreements or provisions hereof or the Series 2019C Bond issued hereunder.
SECTION 14. EFFECTIVE DATE. This Supplemental Resolution shall
become effective immediately upon its adoption.
DULY ADOPTED, this 23rd day of October, 2019.
(SEAL) CANAVERAL PORT AUTHORITY
By:
Chairman
ATTEST:
Secretary
74
EXHIBIT A
FORM OF TERM SHEET
75
2
Internal
TD Bank, N.A.
TERMS AND CONDITIONS OF CREDIT ACCOMMODATION DATED
October 1, 2019 (“Loan”)
THIS IS A STATEMENT OF TERMS AND CONDITIONS AND NOT A COMMITMENT TO LEND. ALL CREDIT ACCOMMODATIONS ARE SUBJECT TO FORMAL CREDIT UNDERWRITING AND APPROVAL.
1. Loan
(a) Borrower: Canaveral Port Authority (the "Borrower")
(b) Facility: Series 2019C: Non-Bank Qualified Tax-Exempt Bank Loan (the "2019CNote")
(c) Purpose: The 2019C Note proceeds will be used to (i) refund the Series 2014ABonds issued as a tax-exempt facility bond subject to AMT, and (ii) pay the associated costs of issuing the Term Loan.
(d) Amount:
(e) Security:
(f) Settlement
Date:
(g) Maturity:
(h) Repayment
Terms:
Not to exceed $56,994,000.00 USD
The 2019C Note and the interest thereon are payable from and secured by a pledge and lien upon the Port’s “Gross Revenues” (as defined in the Master Bond Resolution) derived from the operation of its “Marine Facilities”, and any new money and/or refunding loan will be on parity with the Port’s other outstanding senior lien debt issued under the Master BondResolution.
On or before December 3, 2019
June 1, 2034
Interest on the 2019C Note will be paid semi-annually (June 1 and December 1), commencing on June 1, 2019, based upon a 30/360 day basis.
Principal on the 2019C Note will be paid semi-annually (June 1 and December 1), commencing on June 1, 2020, with final maturity of June 1, 2034 in accordance with the Amortization Schedule attached in Appendix A.
i) Interest Rate: Tax Exempt Non-Bank Qualified (NBQ) Fixed Rate: 1.85%
TD Bank will hold the rate of interest through the expected close date of December 3, 2019, if Borrower confirms for the Bank, within 3 business days of proposal submission date that the Bank will be recommended as the financial provider for the requested facility. Otherwise the final Loan Rate will be based using the below formula of which was used to quote the Indicative Tax Exempt (NBQ) Rate for this Proposal.
76
3
Internal
In the event the selection or closing goes beyond the dates noted above, the fixed interest rate will be determined by adding 64 basis points to 79% of the 10-year USD swap.
j) Prepayment Provision: Option A: At the time of any full or partial prepayment A “Yield Maintenance Fee” in an amount computed as follows shall apply:
The Term Loan may be prepaid on any Business Day in whole or in part upon thirty (30) days prior written notice to the Bank. In the event of any prepayment of this Note, whether by voluntary prepayment, acceleration or otherwise, the Borrower shall, at the option of the Bank, pay a "fixed rate prepayment charge" a "Yield Maintenance Fee" in an amount computed as follows:
The current cost of funds, specifically the bond equivalent yield for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent yield) with a maturity date closest to the "Remaining Term", shall be subtracted from the “Stated Interest Rate”. If the result is zero or a negative number, there shall be no Yield Maintenance Fee due and payable. If the result is a positive number, then the resulting percentage shall be multiplied by the amount being prepaid times the number of days in the "Remaining Term" and divided by 360. The resulting amount is the "fixed prepayment charge" due to the Bank upon prepayment of the principal of this Loan plus any accrued interest due as of the prepayment date and is expressed in the following calculation:Yield Maintenance Fee = [Amount Being Prepaid x (Stated Interest Rate -Current Cost of Funds) x Days in the Remaining Term/360 days] + any accrued interest due "Remaining Term."
"Remaining Term" as used herein shall mean the remaining term of the Term Loan.
Option B: Borrower can elect to have a "No Prepayment" penalty associated with Term Loan by adding a premium of 23 basis points to the quoted proposed Loan Rate.
Partial prepayments shall be applied in inverse order of maturity, treating scheduled amortization installments as maturities.
Option C: Borrower can elect to have a par call option on or after the 10-year anniversary of the Settlement Date by adding a premium of 2 basis points to the quoted proposed Loan Rate.
k) Default Rate of Interest:
l) Events of Default:
The “default rate of interest” shall be six (6) percentage points in excess ofthe Prime Rate as quoted in the Wall Street Journal.
Will include, in accordance with the Master Bond Resolution, but not be limited to:
(1) Breach of representation or warranties.
(2) Violation of covenants.
(3) Bankruptcy or insolvency.
(4) Final, non-appealable judgments against the Authority in excess of $10,000,000
77
4
Internal
m) Late Charges:
(5) Payment default.
(6) Authority's 2019C Note shall be cross defaulted to all other Authority debt with the Bank.
If any payment due the Bank is more than fifteen (15) days overdue,
a late charge of six percent (6%) of the overdue payment shall be
assessed.
2. Fees and Expenses: The Borrower shall pay to the Bank on demand any and all costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements, court costs, litigation and other expenses) incurred or paid by the Bank in connection with the loan. The Authority’s bond counsel will provide documentation associated with this transaction. Documentation will be subject to the review and approval of the Bank and the Bank’s counsel. The Authority agrees to pay all legal fees and expenses of the Bank associated with the review and closing of this transaction, which costs may be paid with proceeds of the Loan with a maximum time basis not to exceed $17,500.00. If the Bank is also selected for the Series 2019D Note, Bank's counsel legal fees will not exceed $21,000 in total. Bank’s counsel shall be the following:
Michael Wiener
Holland & Knight LLP
2115 Harden Blvd.
Lakeland, FL 33803
(863) 499-5362
3. Financial Reporting:
a) Borrower(s) shall furnish the following financial reports:
Type of Report(s) Frequency Due Date
Audited Financial Statements Annually Within 210 days after the end of the fiscal year
Annual Budget Annually Within 60 days after its adoption
The Bank reserves the right to request reasonable additional financial information to supplement or verify certain financial assumptions or verify the creditworthiness of the Borrower.
4. Legal Opinion:
Prior to closing, there shall be delivered to the Bank: (A) an opinion of Bond Counsel acceptable to the Bank covering matters customary for a transaction of this type and nature and which shall, without limitation, opine that: (1) the Borrower is duly formed; (2) all loan documents have been validly authorized and executed by and on behalf of the Borrower, if any; (3) all loan documents are valid, binding, enforceable in accordance with their terms and do not violate any legal requirements, including without limitation, organizational documents, laws and material agreements; (4) the loan and loan documents are exempt from registration and qualification under the Securities Act of 1933 and Trust Indenture Act of 1939, and (5) the interest on the 2019C Note is excludable from the gross income of the Bank. An opinion of counsel to the Borrower in form and substance satisfactory to the Bank.
78
5
Internal
5. Financial Covenants:
All standard covenants and provisions shall be applicable to the Loans in accordance with the Master Bond Resolution, including but not limited to:
Annual Rate Covenant Test: During each Fiscal Year that the 2019C Note is outstanding hereunder, the Authority shall provide Net Revenues to cover 125% of the Annual Debt Service on all Outstanding Bonds.
Additional Bonds Test: During the immediately preceding Fiscal Year or any 12 consecutive calendar months of the 24 months preceding the date of delivery of Additional Bonds, the Authority shall have been not less than a) 125% of the maximum Annual Debt Service Requirement which will become due in any year thereafter on 1) the Senior Obligations and Bonds outstanding, 2) the Additional Parity bonds then proposed to be issued; and b) 100% of the policy costs then due and owing.
6. Other Conditions:a. Loan documents shall include language stipulating that the Loan Facility and all existing and
future obligations backed by the same security as the Bank Loan shall be on parity with no preferenceto be given to any particular issuance.
b. No Material Adverse Change to the Borrower.c. Loan debt service payments shall be settled via auto debit or direct payment to the Bank.
d. The implementation of certain terms, conditions, covenants or other non-material changes to the proposed Credit Accommodation required as part of the Bank’s formal credit approval shall be deemed an approval in substantially the form outlined in this proposed Credit Accommodation.
e. All standard representations, warranties, rights and remedies in the event of default that are acceptable to the bank.
f. Documents for the 2019C Note will include determination of taxability language (including retroactive interest, penalties and other fees and costs associated therewith) allowing for a higher taxable loan rate should the IRS deem the Loan to be a taxable facility due to events associated with action or inaction of Borrower.
g. All legal matters and documentation to be executed in connection with the contemplated proposed Credit Accommodation shall be satisfactory in form and substance to the Bank and counsel to the Bank.
h. The Bank shall not be required to enter into the proposed Credit Accommodation until the completion of all due diligence inquiries, receipt of approvals from all requisite parties and the execution and receipt of all necessary documentation reasonably acceptable to the Bank and its counsel. Furthermore, certain assumptions are made for this proposal which, if altered, could affect the overall credit approval and or terms of the proposed Credit Accommodation.
Patriot Act Notice. Lender is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56) (signed into law October 26, 2001)) (the “Act”) and hereby notifies the Borrower and Guarantor that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower and Guarantor, which information includes the name and address of the Borrower and Guarantor and other information that will allow Lender to identify the Borrower and Guarantor in accordance with the Act.
THIS PROPOSAL IS NOT AND SHOULD NOT BE CONSTRUED AS A COMMITMENT BY THE BANK OR ANY AFFILIATE TO ENTER INTO ANY CREDIT ACCOMMODATION. 79
6
Internal
Appendix A: Amortization Schedule
6/1/2020 1,038,000
12/1/2020 1,031,000
6/1/2021 1,032,000
12/1/2021 715,000
6/1/2022 714,000
12/1/2022 710,000
6/1/2023 709,000
12/1/2023 1,485,000
6/1/2024 1,485,000
12/1/2024 1,521,000
6/1/2025 1,520,000
12/1/2025 1,555,000
6/1/2026 1,556,000
12/1/2026 1,592,000
6/1/2027 1,593,000
12/1/2027 1,629,000
6/1/2028 1,630,000
12/1/2028 2,789,000
6/1/2029 2,789,000
12/1/2029 2,853,000
6/1/2030 2,853,000
12/1/2030 2,920,000
6/1/2031 2,921,000
12/1/2031 2,989,000
6/1/2032 2,988,000
12/1/2032 3,058,000
6/1/2033 3,059,000
12/1/2033 3,130,000
6/1/2034 3,130,000
80
EXHIBIT B
FORM OF SERIES 2019C BOND
81
No. R-1 $____________
UNITED STATES OF AMERICA
STATE OF FLORIDA
CANAVERAL PORT AUTHORITY
PORT REVENUE REFUNDING BOND,
SERIES 2019C (AMT)
Interest Rate Date of Original Issue Final Maturity Date
1.87% ___________, 2019 June 1, 2034
CANAVERAL PORT AUTHORITY (the "Issuer"), for value received, hereby
promises to pay, solely from the Pledged Funds hereinafter described, to the order of TD
BANK, N.A., or its successors or assigns (the "Bondholder"), the principal sum of
________________ AND 00/100 DOLLARS ($______________.00) (the "Principal
Amount"), and to pay interest on such outstanding Principal Amount from the Date of
Original Issue thereof, or from the most recent date to which interest has been paid at the
Interest Rate per annum identified above semi-annually on June 1 and December 1 of
each year, commencing June 1, 2020, until such Principal Amount shall have been paid.
The Interest Rate shall be subject to change as provided herein. The Principal Amount
hereof shall be payable as described below or upon earlier redemption described herein.
Such Principal Amount and interest is payable in any coin or currency of the United
States of America which, at the time of payment, is legal tender for the payment of public
and private debts and shall be paid by wire transfer or any other mutually agreeable
electronic means. In any case where the due date of interest on or principal of this Bond
is not a Business Day, then payment of such principal or interest need not be made on
such date but may be made on the next succeeding Business Day with the same force and
effect as if made on the nominal date of payment. The Paying Agent and Registrar for
the Bond shall be the Issuer. Interest shall be calculated based upon a year of 360 days
consisting of twelve 30 day months. No presentment or delivery shall be required for
payment on this Bond. Upon payment of all amounts due and owing under this Bond,
whether by maturity or earlier redemption, this Bond shall be marked cancelled and
promptly returned to the Issuer.
The Principal Amount of this Bond shall be payable in the following amounts on
the following dates (a complete debt service schedule is attached hereto as Exhibit A,
which is provided for informational purposes only, and absent manifest error the
Bondholder's determination shall be deemed conclusive):
82
2
Principal
Payment Date
Amortization
Installment
Principal
Payment Date
Amortization
Installment
06/01/2020 12/01/2027
12/01/2020 06/01/2028
06/01/2021 12/01/2028
12/01/2021 06/01/2029
06/01/2022 12/01/2029
12/01/2022 06/01/2030
06/01/2023 12/01/2030
12/01/2023 06/01/2031
06/01/2024 12/01/2031
12/01/2024 06/01/2032
06/01/2025 12/01/2032
12/01/2025 06/01/2033
06/01/2026 12/01/2033
12/01/2026 06/01/2034
06/01/2027
The Issuer may prepay the Series 2019C Bond in whole or in part on any Business
Day on or after December 1, 2029, at a prepayment price equal to 100% of the principal
amount of the Series 2019C Bond to be prepaid, plus accrued interest to the prepayment
date, upon at least two Business Days' prior written notice to the Bondholder specifying
the amount of the prepayment. Any partial prepayment shall be applied in inverse order
of maturity, treating scheduled Amortization Installments as maturities.
The Issuer's Port Revenue Refunding Bond, Series 2019C (AMT) (the "Series
2019C Bond" or the "Bond") is issued for the principal purpose of refunding a portion of
the Issuer's Outstanding Port Improvement Revenue Bonds, Series 2014, under the
authority of and full compliance with the Constitution and laws of the State of Florida,
particularly Chapter 2003-335, Laws of Florida, Special Acts of 2003, as amended and
supplemented, Chapter 315, Florida Statutes, and other applicable provisions of law (the
"Act"), and Resolution No. 92-8 duly adopted by the Issuer on October 7, 1992, as
amended and supplemented (the "Master Resolution"), particularly as supplemented by
Resolution No. RES-009-EXE-3, duly adopted by the Issuer on October 23, 2019 (the
"2019C Supplemental Resolution" and together with the Master Resolution, the "Bond
Resolution"), and is subject to all the terms and conditions of the Bond Resolution. Any
capitalized term used in this Bond and not otherwise defined shall have the meaning
ascribed to such term in the Bond Resolution.
This Bond and the interest hereon are payable from and secured solely by a parity
lien upon and a pledge of (1) the Gross Revenues (as defined in the Bond Resolution) and
(2) until applied in accordance with the provisions of the Bond Resolution, all moneys,
including investments thereof, in the funds and accounts established by the Bond
Resolution, other than the Unrestricted Revenue Account and the Rebate Fund, all in the 83
3
manner and to the extent described in the Bond Resolution (collectively, the "Pledged
Funds"). This Bond shall be issued on parity with certain other obligations of the Issuer.
In the event of a Determination of Taxability, then, anything herein to the contrary
notwithstanding, the interest rate of this Bond shall thereafter be the "Adjusted Rate"
which is the per annum rate of interest that would provide the Bondholder an after-tax
yield on the then Outstanding principal amount of this Bond at least equal to the after-tax
yield the Bondholder would have received, if such Determination of Taxability had not
been made, from the date such interest must be included in such gross income,
whereupon the Issuer will, from legally available monies, reimburse the Bondholder the
difference between the interest then due computed at the higher rate and the interest
already paid at the lower rate, along with all costs, expenses, past-due interest, penalties
and attorneys' fees incurred by the Bondholder as a result of such Determination of
Taxability, within thirty (30) days after the date a written notice is delivered by the
Bondholder to the Issuer stating that such a Determination of Taxability has been made
and stating the amount that is then due, which obligation to pay such additional interest
and such other costs, expenses, past-due interest, penalties and attorneys' fees shall
survive the payment of the principal of this Bond. The Bondholder shall promptly notify
the Issuer in writing of any adjustment pursuant hereto and shall provide the Issuer its
calculations used to determine the Adjusted Rate and a breakdown of its additional costs
which will be conclusive and binding on the Issuer absent manifest error. The foregoing
adjustment shall survive payment on this Bond until such time as the federal statute of
limitations under which this Bond could be declared taxable shall have expired.
Notwithstanding any provision hereto the contrary, in no event shall the interest rate on
the Series 2019C Bond exceed the maximum rate permitted by law.
"Determination of Taxability" shall mean any determination, decision or decree by
the Commissioner or any District Director of the Internal Revenue Service, as such
officers are identified by the Internal Revenue Code of 1986, as amended (the "Code"), or
any court of competent jurisdiction after the conclusion of any appeals the Issuer may
decide to undertake, or by the Bondholder supported by an opinion of nationally
recognized bond counsel, that the interest payable on the Series 2019C Bond is
includable in the gross income (as defined in Section 61 of the Code) of the Bondholder;
provided, however, any such determination decision or decree shall be based upon an
action or inaction of the Issuer.
The Interest Rate shall be adjusted to the Default Rate upon an Event of Default or
if the Issuer shall default in the performance of or compliance with any term or covenant
contained in the Bond Resolution for a period of thirty (30) days after the earlier of (i) the
date written notice specifying such failure and requesting that it be remedied, is given to
the Issuer by the Bondholder or (ii) the date the Issuer was required to give notice of the
event or condition to the Bondholder, unless the Bondholder shall agree in writing to an
extension of such time prior to its expiration. For purposes of this paragraph, "Default
84
4
Rate" shall mean the lesser of (i) six (6) percentage points in excess of the Prime Rate
and (ii) the maximum rate allowed by law.
The Bondholder shall promptly notify the Issuer in writing of any adjustment
pursuant hereto. The determination of the Bondholder as to the amount of such
adjustment shall be conclusive absent manifest error. Notwithstanding any provision
hereto the contrary, in no event shall the interest rate on the Series 2019C Bond exceed
the maximum rate permitted by law.
"Prime Rate" shall mean the rate published from time to time in The Wall Street
Journal as the "U.S. Prime Rate" or, in the event The Wall Street Journal ceases to be
published, goes on strike, is otherwise not published or ceases publication of "Prime
Rates," the base, reference or other rate then designated by TD Bank, N.A. in its sole
discretion, for general commercial loan reference. The Prime Rate is not necessarily the
lowest or best rate of interest offered by TD Bank, N.A. to any borrower or class or
borrowers.
Any amount due hereunder not paid within fifteen (15) days of the applicable due
date shall be assessed a late charge of six percent (6%) of the overdue payment.
The Issuer agrees that:
(1) It shall comply with all applicable County, State and Federal regulations in
regard to all timeframes for reporting of all budgeting, compliance and financial issues.
(2) It shall deliver to the Bondholder at no charge audited financial statements
within 210 days after the end of the Issuer's fiscal year.
(3) It shall deliver to the Bondholder at no charge a copy of the annual budget
within 60 days after its adoption.
(4) It shall comply with the terms and covenants of the Bond Resolution.
[(5) It shall be an Event of Default hereunder if there be (a) a material breach of
the representations or warranties under the Bond Resolution which adversely affects the
Bondholder, or (b) a final, non-appealable judgment against the Issuer in excess of
$10,000,000.]
(6) Any Event of Default or event of default under any other Bond held by the
Bondholder shall be deemed an Event of Default hereunder and any Event of Default or
event of default hereunder shall be deemed an Event of Default under any other Bond
held by the Bondholder.
85
5
The Issuer and the Bondholder, by acceptance hereof, irrevocably and voluntarily
waive any right they may have to a trial by jury in respect of any claim arising out of this
Bond.
Reference to the Bond Resolution is hereby made for a description of the funds
charged with and pledged to the payment of the principal of and interest on this Bond, the
nature and extent of the security for the payment of this Bond, a statement of the rights,
duties and obligations of the Issuer, the rights of the Bondholder, to all the provisions of
which Bond Resolution the holder hereof by the acceptance of this Bond assents. The
Bond Resolution is incorporated by reference as if fully stated herein.
If any holder of Bonds is provided the remedy of acceleration upon a default
whether by acceleration of maturity or through a tender provision, the Bondholder of the
Series 2019C Bond shall also automatically be provided such remedy without further
action or notice. In addition, in the event that any Bonds or Subordinated Indebtedness
are accelerated upon a default, whether by acceleration of maturity or through a tender
provision, the Series 2019C Bond shall also be automatically accelerated without further
action or notice.
The Bondholder hereby notifies the Issuer that pursuant to the requirements of the
USA PATRIOT Act (Title III of Pub. L. 107-56 signed into law October 26, 2001), the
Bondholder may be required to obtain, verify and record information that identifies the
Issuer, which information includes the name and address of the Issuer and other
information that will allow the Bondholder to identify the Issuer in accordance with the
Act.
The Series 2019C Bond shall be governed by applicable federal law and the
internal laws of the State of Florida. The Issuer agrees that certain material events and
occurrences relating to the Series 2019C Bond bear a reasonable relationship to the laws
of Florida and the validity, terms, performance and enforcement of the Series 2019C
Bond shall be governed by the internal laws of Florida which are applicable to
agreements which are negotiated, executed, delivered and performed solely in Florida. In
the event of any legal proceeding arising out of or related to the Series 2019C Bond, the
Issuer consents to the jurisdiction and venue of any court located in Brevard County,
Florida, and applicable appellate courts.
The Issuer shall within five days after it acquires knowledge thereof, notify the
Bondholder in writing upon the happening, occurrence, or existence of any Event of
Default, and any event or condition which with the passage of time or giving of notice, or
both, would constitute an Event of Default, and shall provide the Bondholder, with such
written notice, a detailed statement by a responsible officer of the Issuer of all relevant
facts and the action being taken or proposed to be taken by the Issuer with respect
thereto. Regardless of the date of receipt of such notice by the Bondholder, such date
shall not in any way modify the date of occurrence of the actual Event of Default. 86
6
No modification or amendment of the 2019C Supplemental Resolution or of any
resolution amendatory thereof or supplemental thereto may be made except with the
written consent of the Bondholder. No modification or amendment to Sections 5.04 and
5.06 of the Master Resolution which requires Bondholder consent pursuant to the
provisions of the Master Resolution may be made without the written consent of the
Bondholder.
It is hereby certified and recited that all acts, conditions and things required to
exist, to happen and to be performed precedent to and in the issuance of this Bond exist,
have happened and have been performed in regular and due form and time as required by
the laws and Constitution of the State of Florida applicable thereto, and that the issuance
of this Bond does not violate any constitutional, statutory, or charter limitation or
provision.
The transfer of this Bond is registrable by the Bondholder hereof in person or by
his attorney or legal representative at the designated corporate trust office of the Registrar
but only in the manner and subject to the conditions provided in the Bond Resolution and
upon surrender and cancellation of this Bond.
IN WITNESS WHEREOF, the Canaveral Port Authority has issued this Bond
and has caused the same to be executed by the manual signature of its Chairman and to
be attested and countersigned by the manual signature of its Secretary/Treasurer and its
official seal to be affixed hereon, all as of the Date of Original Issue.
(SEAL) CANAVERAL PORT AUTHORITY
Chairman
Attest:
Secretary/Treasurer
87
7
CERTIFICATE OF AUTHENTICATION
This Bond is the Series 2019C Bond described in the within-mentioned Bond
Resolution.
Date of Authentication: _____________, 2019
CANAVERAL PORT AUTHORITY,
Registrar
By:
Authorized Officer
88
8
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Social Security or Other Identifying Number of Assignee
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint ________________
_____________________________, as attorneys to register the transfer of the said Bond
on the books kept for registration thereof with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an institution which is a participant in
the Securities Transfer Agent Medallion
Program (STAMP) or similar program.
NOTICE: The assignor's signature to this
Assignment must correspond with the
name as it appears on the face of the
within Bond in every particular without
alteration or any change whatever.
89
EXHIBIT A
DEBT SERVICE SCHEDULE
90
RESOLUTION NO. RES-2019-010-EXE-3
RESOLUTION OF THE CANAVERAL PORT AUTHORITY
SUPPLEMENTING RESOLUTION NO. 92-8;
AUTHORIZING THE ISSUANCE OF (A) NOT TO
EXCEED $10,184,000 PRINCIPAL AMOUNT OF
CANAVERAL PORT AUTHORITY PORT REVENUE
REFUNDING BOND, SERIES 2019A (NON-AMT), IN
ORDER TO REFUND ALL OF THE OUTSTANDING
CANAVERAL PORT AUTHORITY PORT
IMPROVEMENT REVENUE BONDS, SERIES 2013, (B)
NOT TO EXCEED $32,494,000 PRINCIPAL AMOUNT OF
CANAVERAL PORT AUTHORITY PORT REVENUE
REFUNDING BOND, SERIES 2019B (AMT), IN ORDER
TO REFUND ALL OF THE OUTSTANDING CANAVERAL
PORT AUTHORITY PORT IMPROVEMENT REVENUE
BONDS, SERIES 2010 AND CANAVERAL PORT
AUTHORITY PORT IMPROVEMENT REVENUE BONDS,
SERIES 2013A, AND (C) NOT TO EXCEED $35,132,000
CANAVERAL PORT AUTHORITY PORT REVENUE
REFUNDING BOND, SERIES 2019D (AMT), IN ORDER
TO REFUND A PORTION OF THE OUTSTANDING
CANAVERAL PORT AUTHORITY PORT
IMPROVEMENT REVENUE BONDS, SERIES 2014;
PROVIDING CERTAIN TERMS AND DETAILS OF SUCH
BOND; AUTHORIZING A NEGOTIATED SALE OF SAID
BOND; ACCEPTING A TERM SHEET FROM STI
INSTITUTIONAL & GOVERNMENT, INC. TO PURCHASE
THE SERIES 2019A BOND, THE SERIES 2019B BOND
AND THE SERIES 2019D BOND; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE CANAVERAL PORT AUTHORITY as follows:
SECTION 1. FINDINGS. It is hereby found and determined that:
(A) On October 7, 1992, the Canaveral Port Authority (the "Issuer") duly
adopted Resolution No. 92-8, as amended and supplemented (the "Bond Resolution").
(B) The Issuer currently has outstanding pursuant to the Bond Resolution
Canaveral Port Authority Port Improvement Revenue Bonds, Series 2010 (the "Series
2010 Bonds"), Canaveral Port Authority Port Revenue Refunding Bond, Series 2012 (the
"Series 2012 Bond"), Canaveral Port Authority Port Improvement Revenue Bonds, Series 91
2
2013 (the "Series 2013 Bonds"), Canaveral Port Authority Port Improvement Revenue
Bonds, Series 2008 (modified) (the "Series 2013A Bonds"), Canaveral Port Authority
Port Improvement Revenue Bonds, Series 2014 (the "Series 2014 Bonds"), Canaveral
Port Authority Port Revenue Refunding Bond, Series 2015 (the "Series 2015 Bond"),
Canaveral Port Authority Port Improvement Revenue Bond, Series 2016A (the "Series
2016A Bond"), Canaveral Port Authority Port Improvement Revenue Bond, Series
2016B (the "Series 2016B Bond"), Canaveral Port Authority Port Improvement and
Refunding Revenue Bonds, Series 2016C (AMT) (the "Series 2016C Bonds"), Canaveral
Port Authority Port Improvement Revenue Bonds, Series 2016D (Taxable) (the "Series
2016D Bonds"), Canaveral Port Authority Port Improvement Revenue Bonds, Series
2018A (AMT) (the "Series 2018A Bonds"), Canaveral Port Authority Port Improvement
Revenue Bonds, Series 2018B (Non-AMT) (the "Series 2018B Bonds") and Canaveral
Port Authority Port Improvement Revenue Bonds, Series 2018C (AMT) (the "Series
2018C Bonds"). The Series 2010 Bonds, the Series 2012 Bond, the Series 2013 Bonds,
the Series 2013A Bonds, the Series 2014 Bonds, the Series 2015 Bond, the Series 2016A
Bond, the Series 2016B Bond, the Series 2016C Bonds, the Series 2016D Bonds, the
Series 2018A Bonds, the Series 2018B Bonds and the Series 2018C Bonds are
collectively referred to herein as the "Parity Bonds."
(C) The Bond Resolution provides for the issuance of Additional Bonds upon
meeting the requirements set forth in the Bond Resolution.
(D) The Issuer deems it in its best economic interests to issue its (1) Canaveral
Port Authority Port Revenue Refunding Bond, Series 2019A (Non-AMT) (the "Series
2019A Bond"), in order to refund all of the outstanding Series 2013 Bonds (the "2013
Refunded Bonds") and pay costs of issuance related to the Series 2019A Bond, (2)
Canaveral Port Authority Port Revenue Refunding Bond, Series 2019B (AMT) (the
"Series 2019B Bond"), in order to refund all of the outstanding Series 2010 Bonds (the
"2010 Refunded Bonds") and Series 2013A Bonds (the "2013A Refunded Bonds" and
together with the 2010 Refunded Bonds, the "2010/2013A Refunded Bonds") and pay
costs of issuance related to the Series 2019B Bond, and (3) Canaveral Port Authority Port
Revenue Refunding Bond, Series 2019D (AMT) (the "Series 2019D Bond"), in order to
refund a portion of the outstanding Series 2014 Bonds (such portion hereinafter referred
to as the "2014 Refunded Bonds" and collectively with the 2013 Refunded Bonds and the
2010/2013A Refunded Bonds, the "Refunded Bonds") and pay costs of issuance related
to the Series 2019D Bond.
(E) The Issuer deems it in its best economic interests to issue, simultaneously
herewith, its Canaveral Port Authority Port Revenue Refunding Bond, Series 2019C
(AMT) (the "Series 2019C Bond" and collectively with the Series 2019A Bond, the
Series 2019B Bond and the Series 2019D Bond, the "Series 2019 Bonds") for the
principal purpose of refunding the remaining portion of the outstanding Series 2014
Bonds not refunded with the proceeds of the Series 2019D Bond.
92
3
(F) The covenants, pledges and conditions in the Bond Resolution shall be
applicable to the Series 2019A Bond, the Series 2019B Bond and the Series 2019D Bond
herein authorized to the same extent as for the Parity Bonds and the Series 2019C Bond,
and said Series 2019A Bond, Series 2019B Bond and Series 2019D Bond shall constitute
"Bonds" within the meaning of the Bond Resolution.
(G) The principal of and interest on the Series 2019A Bond, the Series 2019B
Bond and the Series 2019D Bond and all required sinking fund, reserve and other
payments shall be limited obligations of the Issuer, payable solely from the Pledged
Funds, as provided in the Bond Resolution, on a parity with the Parity Bonds not being
refunded with the proceeds of the Series 2019 Bonds, the Series 2019C Bond and any
Additional Bonds hereafter issued. The Series 2019A Bond, the Series 2019B Bond and
the Series 2019D Bond shall not constitute a general obligation, or a pledge of the faith,
credit or taxing power of the Issuer, the Port District, the State of Florida, or any political
subdivision thereof, within the meaning of any constitutional or statutory provisions.
Neither the State of Florida, any political subdivision thereof, the Issuer nor the Port
District shall be obligated (1) to exercise its ad valorem taxing power in any form on any
real or personal property of or in the Issuer to pay the principal of the Series 2019A
Bond, the Series 2019B Bond or the Series 2019D Bond, the interest thereon, or other
costs incidental thereto or (2) to pay the same from any other funds of the Issuer except
from the Pledged Funds, in the manner provided in the Bond Resolution.
(H) Due to the volatility of the market for tax-exempt obligations such as the
Series 2019A Bond, the Series 2019B Bond and the Series 2019D Bond and the nature of
the transactions involving the Series 2019A Bond, the Series 2019B Bond and the Series
2019D Bond, it is in the best interest of the Issuer to sell the Series 2019A Bond, the
Series 2019B Bond and the Series 2019D Bond by a negotiated sale, allowing the Issuer
to enter the market at the most advantageous time, rather than at a specified advertised
date, thereby permitting the Issuer to obtain the best possible price and interest rate for
the Series 2019A Bond, the Series 2019B Bond and the Series 2019D Bond.
(I) The Issuer has received a favorable offer to purchase the Series 2019A
Bond, the Series 2019B Bond and the Series 2019D Bond from STI Institutional &
Government, Inc. (the "Purchaser") in the form of the Term Sheet attached hereto as
Exhibit A (the "Term Sheet"), all within the parameters set forth herein.
(J) The Bond Resolution provides that Bonds such as the Series 2019A Bond,
the Series 2019B Bond and the Series 2019D Bond shall mature on such dates and in
such amounts, shall bear such rates of interest, shall be payable in such places and shall
be subject to such redemption provisions as shall be determined by Supplemental
Resolution adopted by the Issuer, and it is now appropriate that the Issuer determine
parameters for such terms and details.
93
4
SECTION 2. DEFINITIONS. When used in this Supplemental Resolution,
the terms defined in the Bond Resolution shall have the meanings therein stated, except
as such definitions may be hereinafter amended or defined.
SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL
RESOLUTION. This Supplemental Resolution is adopted pursuant to the provisions of
the Act and the Bond Resolution.
SECTION 4. DESCRIPTION OF THE SERIES 2019A BOND, THE
SERIES 2019B BOND AND THE SERIES 2019D BOND. (A) The Issuer hereby
authorizes the issuance of a Series of Bonds in the principal amount of not to exceed
$10,184,000 to be known (notwithstanding any provision of Section 2.01 of the Bond
Resolution to the contrary) as the "Canaveral Port Authority Port Revenue Refunding
Bond, Series 2019A (Non-AMT)." The Series 2019A Bond shall be issued for the
principal purposes of refunding the 2013 Refunded Bonds and paying costs of issuance of
the Series 2019A Bond. The principal amount of the Series 2019A Bond to be issued
pursuant to the Bond Resolution shall be determined by the Chairman provided such
principal amount does not exceed the amount provided above.
The Issuer hereby authorizes the issuance of a Series of Bonds in the principal
amount of not to exceed $32,494,000 to be known (notwithstanding any provision of
Section 2.01 of the Bond Resolution to the contrary) as the "Canaveral Port Authority
Port Revenue Refunding Bond, Series 2019B (AMT)." The Series 2019B Bond shall be
issued for the principal purposes of refunding the 2010/2013A Refunded Bonds and
paying costs of issuance of the Series 2019B Bond. The principal amount of the Series
2019B Bond to be issued pursuant to the Bond Resolution shall be determined by the
Chairman provided such principal amount does not exceed the amount provided above.
The Issuer hereby authorizes the issuance of a Series of Bonds in the principal
amount of not to exceed $35,132,000 to be known (notwithstanding any provision of
Section 2.01 of the Bond Resolution to the contrary) as the "Canaveral Port Authority
Port Revenue Refunding Bond, Series 2019D (AMT)." The Series 2019D Bond shall be
issued for the principal purposes of refunding the 2014 Refunded Bonds and paying costs
of issuance of the Series 2019D Bond. The principal amount of the Series 2019D Bond
to be issued pursuant to the Bond Resolution shall be determined by the Chairman
provided such principal amount does not exceed the amount provided above.
The Series 2019A Bond, the Series 2019B Bond and the Series 2019D Bond shall
each be dated as of the date of their delivery and shall be issued in the form of a fully
registered bond or bonds substantially in the forms attached hereto as Exhibit B, Exhibit
C and Exhibit D, respectively. The Series 2019A Bond, the Series 2019B Bond and the
Series 2019D Bond shall bear interest computed on the basis of a 360-day year consisting
of twelve 30-day months, from their dated date, payable on such dates (each an "Interest
94
5
Date"), and at such interest rate or rates as shall be provided in the Term Sheet. Principal
shall be payable in such Amortization Installments on such dates as shall be provided in
the Term Sheet or as otherwise approved by the Chief Financial Officer, subject to the
conditions set forth herein. The final maturity date of the Series 2019A Bond and the
Series 2019B Bond shall be June 1, 2028 and the final maturity date of the Series 2019D
Bond shall be June 1, 2034.
Interest payable on the Series 2019A Bond, the Series 2019B Bond and the Series
2019D Bond on any Interest Date and all principal payments coming due will be paid as
provided in the Term Sheet. All payments of principal of and interest on the Series
2019A Bond, the Series 2019B Bond and the Series 2019D Bond shall be payable in any
coin or currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts.
(B) The form of the Term Sheet, with such amendments, changes and
modifications as shall be approved by the Chief Financial Officer, is hereby approved
subject to the conditions of this Section 4(B). Execution of the Term Sheet by the Chief
Financial Officer shall be conclusive evidence of approval of any such amendments,
changes and modifications. The Term Sheet shall not be executed by the Chief Financial
Officer until such time as the following condition has been satisfied:
Receipt by the Chief Financial Officer of a disclosure statement and a truth-
in-bonding statement of the Purchaser dated the date of the Term Sheet and
complying with Section 218.385, Florida Statutes.
Upon satisfaction of all the requirements set forth in this Section 4(B), the Chief
Financial Officer is authorized to execute and deliver the Term Sheet containing terms
complying with the provisions of this Section 4(B) and the Series 2019A Bond, the Series
2019B Bond and the Series 2019D Bond shall be sold to the Purchaser pursuant to the
provisions of such Term Sheet.
SECTION 5. REDEMPTION PROVISIONS FOR SERIES 2019A BOND,
SERIES 2019B BOND AND SERIES 2019D BOND. The Series 2019A Bond, the
Series 2019B Bond and the Series 2019D Bond may be redeemed prior to their respective
maturities from any moneys legally available therefor upon the notice and conditions
provided in the Bond Resolution and the Term Sheet.
SECTION 6. APPLICATION OF SERIES 2019A BOND PROCEEDS,
SERIES 2019B BOND PROCEEDS AND SERIES 2019D BOND PROCEEDS.
(A) The proceeds derived from the sale of the Series 2019A Bond shall,
simultaneously with the delivery of the Series 2019A Bond to the Purchaser, be applied
by the Issuer as follows:
95
6
(1) A sufficient amount of proceeds of the Series 2019A Bond shall be
used by the Issuer to pay all costs and expenses in connection with the preparation,
issuance and sale of the Series 2019A Bond.
(2) A sufficient amount of the proceeds of the Series 2019A Bond shall
be used to refund the 2013 Refunded Bonds currently held by SunTrust Equipment
Finance & Leasing Corp.
(B) The proceeds derived from the sale of the Series 2019B Bond shall,
simultaneously with the delivery of the Series 2019B Bond to the Purchaser, be applied
by the Issuer as follows:
(1) A sufficient amount of proceeds of the Series 2019B Bond shall be
used by the Issuer to pay all costs and expenses in connection with the preparation,
issuance and sale of the Series 2019B Bond.
(2) A sufficient amount of the proceeds of the Series 2019B Bond shall
be used to refund the 2010 Refunded Bonds currently held by PNC Bank, National
Association and the 2013A Refunded Bonds currently held by SunTrust
Equipment Finance & Leasing Corp.
(C) The proceeds derived from the sale of the Series 2019D Bond shall,
simultaneously with the delivery of the Series 2019D Bond to the Purchaser, be applied
by the Issuer as follows:
(1) A sufficient amount of proceeds of the Series 2019D Bond shall be
used by the Issuer to pay all costs and expenses in connection with the preparation,
issuance and sale of the Series 2019D Bond.
(2) A sufficient amount of the proceeds of the Series 2019D Bond shall
be used to refund the 2014 Refunded Bonds currently held by TD Bank, N.A.
SECTION 7. TRANSFER OF AMOUNTS IN FUNDS AND ACCOUNTS
FOR THE REFUNDED BONDS. Simultaneously with the issuance of the Series
2019A Bond, the Series 2019B Bond and the Series 2019D Bond, any amounts on
deposit in the funds and accounts established with respect to the Refunded Bonds may be
transferred to the Issuer at the direction of the Chief Financial Officer.
SECTION 8. APPOINTMENT OF PAYING AGENT AND REGISTRAR.
The Issuer shall serve as Registrar and Paying Agent for the Series 2019A Bond, the
Series 2019B Bond and the Series 2019D Bond.
96
7
SECTION 9. AUTHORIZATION OF PAYMENT OF REFUNDED
BONDS. The Issuer hereby authorizes and approves the payment and refunding of the
Refunded Bonds.
SECTION 10. RESERVE ACCOUNT. (A) Pursuant to Section 4.05(A)(3) of
the Bond Resolution, the Issuer hereby establishes a separate subaccount in the Reserve
Account for the Series 2019A Bond. Such subaccount shall secure only the Series 2019A
Bond, which shall not be secured by any moneys in the Reserve Account. The Reserve
Account Requirement for the Series 2019A Bond secured by a separate subaccount shall
be $0.00.
(B) Pursuant to Section 4.05(A)(3) of the Bond Resolution, the Issuer hereby
establishes a separate subaccount in the Reserve Account for the Series 2019B Bond.
Such subaccount shall secure only the Series 2019B Bond, which shall not be secured by
any moneys in the Reserve Account. The Reserve Account Requirement for the Series
2019B Bond secured by a separate subaccount shall be $0.00.
(C) Pursuant to Section 4.05(A)(3) of the Bond Resolution, the Issuer hereby
establishes a separate subaccount in the Reserve Account for the Series 2019D Bond.
Such subaccount shall secure only the Series 2019D Bond, which shall not be secured by
any moneys in the Reserve Account. The Reserve Account Requirement for the Series
2019D Bond secured by a separate subaccount shall be $0.00.
SECTION 11. GENERAL AUTHORITY. The members of the governing
body, the Chief Executive Officer, the Chief Financial Officer and the officers, attorneys
and other agents or employees of the Issuer are hereby authorized to do all acts and things
required of them by this Supplemental Resolution, the Bond Resolution or the Term
Sheet or desirable or consistent with the requirements hereof or the Bond Resolution or
the Term Sheet for the full punctual and complete performance of all the terms,
covenants and agreements contained herein or in the Series 2019A Bond, the Series
2019B Bond, the Series 2019D Bond, the Bond Resolution and the Term Sheet and each
member, employee, attorney and officer of the Issuer or the governing body is hereby
authorized and directed to execute and deliver any and all papers and instruments and to
do and cause to be done any and all acts and things necessary or proper for carrying out
the transactions contemplated hereunder. If the Chairman is unavailable or unable at any
time to perform any duties or functions hereunder, the Vice-Chairman or the Chief
Executive Officer are hereby authorized to act on his behalf. If the Chief Executive
Officer is unavailable or unable at any time to perform any of the duties or functions
hereunder, including, but not limited to, those described in Section 4 hereof, the Chief
Financial Officer is hereby authorized to act on his behalf.
SECTION 12. BOND RESOLUTION TO CONTINUE IN FORCE. Except
as herein expressly provided, the Bond Resolution and all the terms and provisions
97
8
thereof, including the covenants contained therein, are and shall remain in full force and
effect.
SECTION 13. SEVERABILITY AND INVALID PROVISIONS. If any one
or more of the covenants, agreements or provisions herein contained shall be held
contrary to any express provision of law or contrary to the policy of express law, even
though not expressly prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements or provisions shall be null
and void and shall be deemed separable from the remaining covenants, agreements or
provisions and shall in no way affect the validity of any of the other covenants,
agreements or provisions hereof or the Series 2019A Bond, the Series 2019B Bond or the
Series 2019D Bond issued hereunder.
SECTION 14. EFFECTIVE DATE. This Supplemental Resolution shall
become effective immediately upon its adoption.
DULY ADOPTED, this 23rd day of October, 2019.
(SEAL) CANAVERAL PORT AUTHORITY
By:
Chairman
ATTEST:
Secretary
98
EXHIBIT A
FORM OF TERM SHEET
99
1
ANNEX 1 SUMMARY OF TERMS AND CONDITIONS Municipal Advisor Rule Disclosure: STI Institutional & Government, Inc. (Lender) is an institutional buyer and makes
direct purchase loans to Municipal Entities and Obligated Persons as defined under the Municipal Advisor Regulation, and in this term sheet is providing information regarding the terms under which it would make such a purchase for its own account.
(a) Lender is not recommending an action to Borrower or the issuer of the debt; (b) Lender is not acting as an advisor to Borrower or the issuer of the debt and
does not owe a fiduciary duty pursuant to Section 15B of the Exchange Act to Borrower or the issuer of the debt with respect to the information and material contained in this communication;
(c) Lender is acting for its own interests; and (d) Borrower and the issuer of the debt should discuss any information and
material contained in this communication with any and all internal or external advisors and experts that the municipal entity or obligated person deems appropriate before acting on this information or material.
Borrower: Canaveral Port Authority ("Borrower"). Lender: STI Institutional & Government, Inc. ("Lender"). Facility(s): Non-Bank Qualified Loan(s) in the form of tax-exempt note(s) (“Loan”). One or
more Loans will be funded in single drawdowns on the closing date. Loan Amount: Option One: A Term loan(s) to Finance all or a portion of the Series 2019C,
2019D and the 2019A.
Amount 000's Interest Rate 5 yr call 7 yr call 10 yr call
2019C $ 56,994 1.87% 28 bps 11 bps 2 bps
2019D 35,132 1.87% 28 bps 11 bps 2 bps
2019A 10,184 1.76% 15 bps 2 bps n/a
Total $ 102,310
Option Two: A Term loan(s) to Finance all or a portion of the Series 2019C, 2019B and the 2019A.
Amount 000's Interest Rate 5 yr call 7 yr call 10 yr call
2019C $ 56,994 1.87% 28 bps 11 bps 2 bps
2019B 32,494 1.73% 7 bps 2 bps 0 bps
2019A 10,184 1.76% 15 bps 2 bps n/a
Total $ 99,672
100
2
Option Three: A Term loan(s) to Finance all or a portion of the Series 2019D, 2019B and the 2019A.
Amount 000's Interest Rate 5 yr call 7 yr call 10 yr call
2019D $ 35,132 1.87% 28 bps 11 bps 2 bps
2019B 32,494 1.73% 7 bps 2 bps 0 bps
2019A 10,184 1.76% 15 bps 2 bps n/a
Total $ 77,810
In addition to the above, Lender is willing to finance a portion of the other Series of bonds (RFP had indicated a preference to keep Series refunding’s grouped together) up to a total of $105,000,000 in incremental exposure (net of option selected above). Under the same Series Terms and Conditions detailed above (applicable essentially to Option Two and Option Three).
Purpose: One or more loans (i) to refund outstanding Port Revenue bonds and (ii) pay the associated costs of issuing the Term Loans.
Maturity Date: 1. Series 2019A: June 01, 2028.
2. Series 2019B: June 01, 2028. 3. Series 2019C: June 01, 2034. 4. Series 2019D: June 01, 2034.
Interest Rate: Interest Rate is outlined in a table above and is dependent on option chosen.
The rates detailed above are good through the expected close date of December 3, 2019. If the Facility(s) is/are not funded for any reason on or before the expiration of the rate lock period, Lender may, in its sole discretion, offer a new fixed rate and a revised closing date, provided, however, that if the revised interest rate is unacceptable to the Borrower, the Borrower shall not be obligated to proceed with the Facility(s). Notwithstanding the foregoing, in the event the Facility(s) is/are not funded for any reason, the Borrower shall be obligated to reimburse any fees and expenses incurred by Lender in connection with the Facility(s) including, without limitation, attorney’s fees.
Repayments: Principal and Interest shall be payable semi-annually (calculated on the basis of
a 30 day month and 360 day year) due June 1 and December 1 beginning June 1, 2020. Principal shall be based on the principal amortization schedules in the RFP.
Prepayment: Interest rates detailed in the table above assume the inclusion of the banks
standard Make Whole Provision, which states that the Borrower may prepay the Loan in whole or in part on any Business Day upon two Business Days’ prior written notice to Lender. Such prepayment notice shall specify the amount of the prepayment which is to be made. In the event of a prepayment of the Loan, Borrower may be required to pay Lender an additional fee (a prepayment charge or premium) determined by Lender’s make whole compensation provision in the loan documents, to compensate Lender for all losses, costs and expenses incurred in connection with such prepayment.
101
3
Additionally, the tables above provide options whereby the Loan(s) can be prepaid after 5, 7 or 10 years with no pre-payment penalty for the additional basis points added to the above interest rates (see table and option chosen for applicable amount).
Last, any partial prepayment shall be applied as determined by Lender in its sole discretion.
Accounts and Payments by Auto Debit: As with the Borrower’s existing loans with SunTrust, the Borrower agrees to
execute an agreement authorizing Lender to debit a deposit account maintained by Borrower with SunTrust Bank or bank of its choice approved by Lender for all amounts due under the Loan.
Security: The Note will be secured solely by a senior lien pledge of (1) the Gross
Revenues (as defined in the Resolution) and (2) until applied in accordance with the provisions of the Resolution, all moneys, including investments thereof, in certain of the funds and accounts established by the Resolution, all in the manner and to the extent described in the Resolution (collectively, the "Pledged Revenues").
Representations and Warranties: Usual and customary for Lender in transactions of this type. Affirmative Covenants: In addition to the covenants expressly set forth herein, other affirmative
covenants usual and customary for Lender in transactions of this type, including without limitation: Borrower shall submit to the Lender annual audited financial statements within 270 days of fiscal year end and an annual budget within 30 days of adoption, together with any other information the Lender may reasonably request, in form satisfactory to Lender, and other additional information, reports or schedules (financial or otherwise), all as Lender may request.
Negative Covenants: Usual and customary of Lender in transactions of this type. Events of Default: Usual and customary for transactions of this type (with customary notice and
cure periods), and usual and customary remedies including but not limited to acceleration. If acceleration is not a remedy the restated default rate shall be increased from the stated default rate of Prime + 8%, to the lesser of 18% or the maximum allowed rate by law and the documents shall contain a clause assuring Lender that if other bondholders have acceleration rights Lender will have the same acceleration rights.
Rate Covenant: The Borrower shall, to the extent permitted by law, fix, establish and maintain
such rates and collect such fees, rates or other charges for the product, services and facilities of its Marine Facilities, and revise the same from time to time, whenever necessary, as will always provide in each Fiscal Year, Net Revenues and, with the prior written consent of each Insurer, Supplemental Revenues adequate at all times to pay in each Fiscal Year at least one hundred twenty-five
102
4
percent (125%) of the Annual Debt Service on all Outstanding Bonds and one hundred percent (100%) of any amounts required by the terms hereof to be deposited in the Reserve Account or with any issuer of a Reserve Account Letter of Credit or Reserve Account Insurance Policy as a result of a withdrawal from the Reserve Account. The Issuer hereby represents that it has the power to raise its rates and charges for the use of the Marine Facilities without the approval of any regulatory body. For purposes of the above-referenced covenant, Annual Debt Service with respect to any Variable Rate Bonds shall be calculated based on an interest rate equal to the maximum rate on such Variable Rate Bonds during the preceding twelve-month period, not to exceed the Maximum Interest Rate.
Parity Debt: This debt will be on parity with all other senior debt secured by the pledged
revenues of Borrower. Additional Debt: No such Additional Bonds shall be issued unless the following conditions are
complied with:
(A) Except as otherwise provided in Section (E) below, there shall have been obtained and filed with the Issuer a statement of the Chief Financial Officer either (1): (a) stating that the books and records of the Issuer relating to the Net Revenues have been reviewed by him; (b) setting forth the amount of the Net Revenues which have been received by the Issuer during any twelve (12) consecutive months designated by the Issuer within the twenty-four (24) months immediately preceding the date of delivery of such Additional Bonds with respect to which such statement is made; and (c) stating that the amount of the Net Revenues, adjusted as hereinafter provided, received during the aforementioned 12-month period equals at least (i) 1.25 times the Maximum Annual Debt Service of all Bonds then Outstanding and such Additional Bonds with respect to which such statement is made and (ii) 1.00 times any amounts required by the terms hereof to be deposited in the Reserve Account and any amounts then owing to the issuer of any Reserve Account Letter of Credit or Reserve Account Insurance Policy as a result of a drawdown on such Reserve Account Letter of Credit or Reserve Account Insurance Policy; or (2) a certificate or report of the Rate Consultant demonstrating that the Net Revenues projected by the Rate Consultant for each Fiscal Year from issuance of the Additional Bonds through the fifth Fiscal Year after the Fiscal Year in which the Additional Project financed with the proceeds of such Additional Bonds is scheduled to be completed is equal to not less than 1.25 times of the Annual Debt Service in each of such Fiscal Years for all Bonds then Outstanding, including the Additional Bonds with respect to which the certificate or report is made. (B) For the purpose of determining the Maximum Annual Debt Service under Sections (A)(1) hereof and the Annual Debt Service under Section (A)(2) hereof, the interest rate on additional parity Variable Rate Bonds then proposed to be issued and on Outstanding Variable Rate Bonds shall be deemed to be the Maximum Interest Rate. (C) The Net Revenues calculated pursuant to the foregoing Section (A)(1) may be adjusted upon the written advice of the Issuer's financial advisors or Rate Consultant, at the option of the Issuer, if the Issuer, (1) prior to the issuance of the proposed Additional Bonds, shall have increased the rates, fees or other charges for the product, services or facilities of the Marine Facilities, which increase shall be then in effect, the Net Revenues for the twelve (12) consecutive months shall be adjusted to show the Net Revenues which would have been derived from the Marine Facilities in such twelve (12) consecutive months as if
103
5
such increased rates, fees or other charges for the product, services or facilities of the Marine Facilities had been in effect during all of such twelve (12) consecutive months; and/or (2) in connection with the issuance of the Additional Bonds, the Issuer shall enter into a contract satisfactory to each Insurer to use proceeds of such Additional Bonds to purchase Authorized Investments satisfactory to each Insurer, the principal and interest on such Authorized Investments will be used solely to make payments when due on any Bonds Outstanding, the Net Revenues for the twelve (12) consecutive months shall be adjusted to show the Net Revenues which would have been derived in such twelve (12) consecutive months as if amounts to be derived from such Authorized Investments had been received during all of such twelve (12) consecutive months. (D) Additional Bonds shall be deemed to have been issued pursuant to this Resolution the same as the Outstanding Bonds, and all of the other covenants and other provisions of this Resolution (except as to details of such Additional Bonds inconsistent therewith) shall be for the equal benefit, protection and security of the Holders of all Bonds issued pursuant to the is Resolution. Except as provided in Sections 4.02 and 4.05 of the Resolution, all Bonds, regardless of the time or times of their issuance, shall rank equally with respect to their lien on the Pledged Funds and their sources and security for payment therefrom without preference of any Bonds over any other. (E) In the event any Additional Bonds are issued for the purpose of refunding any Bonds then Outstanding, the conditions of Section (A) above shall not apply, provided that the issuance of such Additional Bonds shall not result in an increase in the aggregate amount of principal of and interest on the Outstanding Bonds. The conditions of Section (A) above shall apply to Additional Bonds issued to refund Subordinated Indebtedness and to Additional Bonds issued for refunding purposes which cannot meet the condition of the first sentence in this paragraph. (F) No Additional Bonds (other than for refunding purposes which cures an Event of Default) shall be issued hereunder if any Event of Default shall have occurred and be continuing hereunder.
Yield Maintenance: Upon the occurrence of a Taxable Event, the interest rate on the Note shall be
adjusted in order to maintain the same after tax yield for Lender on the Note. "Taxable Event" means the occurrence after the date hereof of a final decree or judgment of any Federal court or final action of the Internal Revenue Service determining that interest paid or payable on all or a portion of any Bond is or was includable in the gross income of a Lender for Federal income tax purposes; provided, that no such decree, judgment, or action will be considered final for this purpose, however, unless the borrower has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of an Lender, and until the conclusion of any appellate review, if sought. A Taxable Event does not include and is not triggered by a change in law by Congress that causes the interest to be includable on lender's gross income.
Opinion of Counsel: (a) Borrower shall be required to deliver a written opinion from Borrower's Counsel, in form and substance acceptable to the Lender and Lender’s Counsel.
(b) Receipt of opinion from Note Counsel in form and substance satisfactory to
the Lender, which shall include, without limitation, an opinion that the interest
104
6
on the Note(s) is excludable from gross income of the owners thereof for Federal income tax purposes.
Legal Fee Quote: Our proposed Lender’s counsel is Mike Wiener at Holland and Knight LLP in
Lakeland, FL. Fees for Lender’s counsel will be:
(a) $20,000.00, together with an additional $2,500 for each additional series, if our counsel closes the transaction and reviews documentation prepared by the note counsel or counsel to the Borrower, or
(b) Borrower agrees to pay the agreed fees for Lender’s counsel and all other reasonable fees, charges, expenses and costs in connection with the transaction.
(c) Payment by borrower of expenses described herein shall not be contingent upon closing and legal fees on account of borrower after documentation has started are payable regardless of whether the transaction closes.
(d) If the loan has extraordinary negotiations, unexpected issues arise or the loan does not close before the closing date set in the commitment the legal fee will be increased to reflect any extra work performed and Borrower agrees to pay such fee.
Closing Conditions: The closing of the Loan shall be conditioned upon satisfaction (or valid waiver) of
conditions precedent usual and customary for transactions of this type, including, without limitation, the following conditions (all of the items to be delivered in form and substance satisfactory to Lender): (1) receipt and review of (a) all financial, formation and other information required by Lender on Borrower) and its constituent entities and other entities specified by Lender, including all due diligence materials to verify authority, identity and background information for regulatory purposes under applicable "know your customer'' and anti-money laundering laws, as deemed necessary by Lender in its sole and absolute discretion and (b) such other information and due diligence deliveries as are requested by and acceptable to Lender, including, but not limited to, requested due diligence with respect to legal documentation and attorney opinion letters; (2) authorization, execution and delivery of such documentation as is standard and customary for this type of transaction or otherwise deemed necessary or appropriate by Lender; and (3) there shall not have occurred , in the opinion of Lender, any material adverse change in the business or financial condition of Borrower or in any other state of facts submitted to Lender in connection with the Loan, from that which existed at the time Lender initially considered the proposed Loan.
The funding of the Loan shall be subject to accuracy of representations and warranties as of the date of such Loan and no event of default or incipient default under the Loan shall have occurred and be continuing as of the date of such Loan or would result from making the Loan. Last, no further amendments or changes to the current Bond Resolution with the Lenders consent.
No amendments to the Bond Resolution in sections related to: (i) Pledged Revenues; (ii) Rate Covenants; (iii) Issuance of additional parity bonds; (iv) Defaults; and (v) Events of Defaults and Remedies can be made without the prior written consent of the Lender. No amendments to the supplemental resolution pertaining to the Loan can be made without the prior written consent of the Lender.
Expenses and Indemnification: Borrower will pay all costs and expenses of Lender in connection with the
administration and enforcement of all documentation executed in connection with
105
7
the Loan including, without limitation, the fees, charges and disbursements of Lender's counsel (including in-house counsel) subject to the limitations above regarding the loan closing counsel fees.
Governing Law and Jurisdiction: State of FL. This Summary of Terms and Conditions is intended as an outline of certain material terms and conditions applicable to the Loan and does not purport to describe all of the terms and conditions, representations and warranties, covenants and other provisions that could be contained in the definitive loan and collateral documentation relating to the Loan.
106
8
Independent Registered Municipal Advisor Certificate To: the below named client Cc: the below named independent registered municipal advisor (“IRMA”) Each of SunTrust Bank, STI Institutional & Government, Inc., SunTrust Equipment Finance & Leasing Corp. and SunTrust Robinson Humphrey, Inc. (collectively, “SunTrust”)1 hereby discloses to the undersigned that, by obtaining the below representation from you, none of the SunTrust entities is a municipal advisor and none of the SunTrust entities is subject to the fiduciary duty established in Section 15B(c) (1) of the Securities Exchange Act of 1934, as amended. In the context of a potential transaction between a SunTrust entity and you, and/or a potential engagement between a SunTrust entity and you, in any discussions, communications, conferences, negotiations and undertakings, (a) each SunTrust entity will act as a principal and not in a fiduciary capacity; (b) no SunTrust entity has assumed an advisory or fiduciary responsibility in favor of you; and (c) no SunTrust entity is acting as your financial advisor. The SunTrust entities have financial and other interests that may differ from yours. Further, each SunTrust entity advises you to consult your own legal, financial and other advisors to the extent you deem appropriate.
IRMA Certification: The undersigned state or local government or obligated person has retained an independent registered municipal advisor (“IRMA”). The undersigned is represented by and will rely on the below listed IRMA to provide advice on proposals from any SunTrust entity concerning the making of loans or the purchase of municipal securities for its own account, and/or proposals concerning municipal financial products. The personnel of the IRMA who will advise the undersigned on such matters have represented to the undersigned that they have not been associated with SunTrust within the two years prior to the date of this certificate. This certificate may be relied upon until it is withdrawn.
CLIENT LEGAL NAME By: Name: Date: Title:
Name of IRMA: IRMA Email Address:
1 The SunTrust Bank Tax Exempt Loan Program and other direct purchase municipal financings are offered by SunTrust Bank or its subsidiary, ST Institutional & Government, Inc. Risk management and derivative products are offered by SunTrust Bank. SunTrust Robinson Humphrey is the trade name for the corporate and investment banking services of SunTrust Banks, Inc. and its subsidiaries, including SunTrust Robinson Humphrey, Inc., member, FINRA and SIPC. Debt and equity underwriting, trading, research and sales, loan syndications, municipal securities trading and sales, and mergers and acquisitions advisory services are offered by SunTrust Robinson Humphrey, Inc.
107
EXHIBIT B
FORM OF SERIES 2019A BOND
108
No. R-1 $________________
UNITED STATES OF AMERICA
STATE OF FLORIDA
CANAVERAL PORT AUTHORITY
PORT REVENUE REFUNDING BOND,
SERIES 2019A (NON-AMT)
Interest Rate Date of Original Issue Final Maturity Date
1.76% ___________, 2019 June 1, 2028
CANAVERAL PORT AUTHORITY (the "Issuer"), for value received, hereby
promises to pay, solely from the Pledged Funds hereinafter described, to the order of STI
INSTITUTIONAL & GOVERNMENT, INC., or its successors or assigns (the
"Bondholder"), the principal sum of ________________ AND 00/100 DOLLARS
($___________.00) (the "Principal Amount"), and to pay interest on such outstanding
Principal Amount from the Date of Original Issue thereof, or from the most recent date to
which interest has been paid at the Interest Rate per annum identified above semi-
annually on June 1 and December 1 of each year, commencing June 1, 2020, until such
Principal Amount shall have been paid. The Interest Rate shall be subject to change as
provided herein. The Principal Amount hereof shall be payable as described below or
upon earlier redemption described herein. Such Principal Amount and interest is payable
in any coin or currency of the United States of America which, at the time of payment, is
legal tender for the payment of public and private debts and shall be paid by automated
clearing house (ACH) debit to the Bondholder. In any case where the due date of interest
on or principal of this Bond is not a Business Day, then payment of such principal or
interest need not be made on such date but may be made on the next succeeding Business
Day with the same force and effect as if made on the nominal date of payment. The
Paying Agent and Registrar for the Bond shall be the Issuer. Interest shall be calculated
based upon a year of 360 days consisting of twelve 30 day months. No presentment or
delivery shall be required for payment on this Bond. Upon payment of all amounts due
and owing under this Bond, whether by maturity or earlier redemption, this Bond shall be
marked cancelled and promptly returned to the Issuer.
The Principal Amount of this Bond shall be payable in the following amounts on
the following dates (a complete debt service schedule is attached hereto as Exhibit A
which is provided for informational purposes only, and absent manifest error the
Bondholder's determination shall be deemed conclusive):
109
2
Payment Date
Amortization
Installments Payment Date
Amortization
Installments
06/01/2020 $ 12/01/2024 $
12/01/2020 06/01/2025
06/01/2021 12/01/2025
12/01/2021 06/01/2026
06/01/2022 12/01/2026
12/01/2022 06/01/2027
06/01/2023 12/01/2027
12/01/2023 06/01/2028
06/01/2024
The Series 2019A Bond may be pre-paid in whole or in part on any Business Day
subject to the terms hereof and upon at least two Business Days' prior written notice to
the Bondholder specifying the amount of prepayment. The Issuer shall, at the time of any
prepayment, whether optional or at any other time the Series 2019A Bond is paid earlier
than its scheduled maturity, pay to the Bondholder the interest accrued to the date of
prepayment on the principal amount being prepaid plus an additional fee or redemption
premium equal to the present value of the difference between (1) the amount that would
have been realized by the Bondholder on the prepaid amount for the remaining term of
the loan at the ICE Benchmark Administration ("IBA") rate for fixed-rate payers in U.S.
Dollar interest rate swaps for a term corresponding to the term of the Series 2019A Bond,
interpolated to the nearest month, if necessary, that was in effect three Business Days
prior to the issuance date of the Series 2019A Bond, and (2) the amount that would be
realized by the Bondholder by reinvesting such prepaid funds for the remaining term of
the loan at the IBA Index for rates for fixed-rate payers in U.S. Dollar interest rate swaps,
interpolated to the nearest month, that was in effect three Business Days prior to the loan
repayment date; both discounted at the same interest rate utilized in determining the
applicable amount in (2). Should the present value have no value or a negative value, the
Issuer may prepay with no additional fee or redemption premium. Should the IBA no
longer release rates for fixed-rate payers in U.S. Dollar interest rate swaps, the
Bondholder may substitute the IBA Index for rates for fixed-payers in U.S. Dollar
interest rate swaps with another similar index as determined by SunTrust Bank (or
affiliate thereof). The Bondholder shall provide the Issuer with a written statement
explaining the calculation of the premium due, which statement shall, in absence of
manifest error, be conclusive and binding. The application of such fee or prepayment
premium is not intended to, and shall not be deemed to be, an increase in the Interest
Rate. Any partial prepayment shall be applied in inverse order of maturity, treating
schedule Amortization Installments as maturities.
The Issuer's Port Revenue Refunding Bond, Series 2019A (Non-AMT) (the
"Series 2019A Bond" or the "Bond") is issued for the principal purpose of refunding the
Issuer's Outstanding Port Improvement Revenue Bonds, Series 2013, under the authority
of and full compliance with the Constitution and laws of the State of Florida, particularly 110
3
Chapter 2003-335, Laws of Florida, Special Acts of 2003, as amended and supplemented,
Chapter 315, Florida Statutes, and other applicable provisions of law (the "Act"), and
Resolution No. 92-8 duly adopted by the Issuer on October 7, 1992, as amended and
supplemented (the "Master Resolution"), particularly as supplemented by Resolution No.
RES-2019-010-EXE-3, duly adopted by the Issuer on October 23, 2019 (the "2019A
Supplemental Resolution" and collectively with the Master Resolution, the "Bond
Resolution"), and is subject to all the terms and conditions of the Bond Resolution. Any
capitalized term used in this Bond and not otherwise defined shall have the meaning
ascribed to such term in the Bond Resolution.
This Bond and the interest hereon are payable from and secured solely by a parity
lien upon and a pledge of (1) the Gross Revenues (as defined in the Bond Resolution) and
(2) until applied in accordance with the provisions of the Bond Resolution, all moneys,
including investments thereof, in the funds and accounts established by the Bond
Resolution, other than the Unrestricted Revenue Account and the Rebate Fund, all in the
manner and to the extent described in the Bond Resolution (collectively, the "Pledged
Funds"). This Bond shall be issued on parity with certain other obligations of the Issuer.
Except as otherwise provided herein, upon the occurrence of an Event of
Taxability and for as long as this Bond remains outstanding and the Event of Taxability is
ongoing, the Interest Rate on this Bond shall be converted to the Taxable Rate and this
adjustment shall survive payment on this Bond until such time as the federal statute of
limitations under which the interest on this Bond could be declared taxable under the
Code shall have expired. In addition, upon an Event of Taxability, the Issuer shall,
immediately upon demand, pay to the Bondholder (or prior holders, if applicable) (i) an
additional amount equal to the difference between (A) the amount of interest actually
paid on the Bond during the Taxable Period and (B) the amount of interest that would
have been paid during the Taxable Period had the Bond borne interest at the Taxable
Rate, and (ii) an amount equal to any interest, penalties and additions to tax (as referred
to in Subchapter A of Chapter 68 of the Code) owed by the Bondholder as a result of the
Event of Taxability.
"Event of Taxability" means the occurrence after the date hereof of a final
decree or judgment of any federal court or a final action of the Internal Revenue Service
determining that interest paid or payable on all or a portion of the Series 2019A Bond is
or was includable in the gross income of a Bondholder for federal income tax purposes;
provided, that no such decree, judgment, or action will be considered final for this
purpose, however, unless the Issuer has been given written notice and, if it is so desired
and is legally allowed, has been afforded the opportunity at the Issuer's own expense to
contest the same, either directly or in the name of any Bondholder, and until the
conclusion of any appellate review, if sought. An Event of Taxability does not include
and is not triggered by a change in law by Congress that causes the interest to be
includable under Bondholder's gross income. For all purposes of this definition, the
111
4
effective date of any Event of Taxability will be the first date as of which interest is
deemed includable in the gross income of the registered owner of the Series 2019A Bond.
"Taxable Period" shall mean the period of time between (a) the date that interest
on the Series 2019A Bond is deemed to be includable in the gross income of the owner
thereof for federal income tax purposes as a result of an Event of Taxability, and (b) the
date of the Event of Taxability and after which the Series 2019A Bond bears interest at
the Taxable Rate.
"Taxable Rate" shall mean the interest rate per annum that shall provide the
Bondholder with the same after tax yield that the Bondholder would have otherwise
received had the Event of Taxability not occurred, taking into account the increased
taxable income of the Bondholder as a result of such Event of Taxability. The
Bondholder shall provide the Issuer with a written statement explaining the calculation of
the Taxable Rate, which statement shall, in the absence of manifest error, be conclusive
and binding on the Issuer.
The Interest Rate shall be adjusted to the Default Rate upon an Event of Default or
if the Issuer shall default in the performance of or compliance with any term or covenant
contained in the Bond Resolution for a period of thirty (30) days after the earlier of (i) the
date written notice specifying such failure and requesting that it be remedied, is given to
the Issuer by the Bondholder or (ii) the date the Issuer was required to give notice of the
event or condition to the Bondholder, unless the Bondholder shall agree in writing to an
extension of such time prior to its expiration. For purposes of this paragraph, "Default
Rate" shall mean the lesser of (i) 18% per annum and (ii) the maximum rate allowed by
law.
The Bondholder shall promptly notify the Issuer in writing of any adjustment
pursuant hereto. The determination of the Bondholder as to the amount of such
adjustment shall be conclusive absent manifest error. Notwithstanding any provision
hereto the contrary, in no event shall the interest rate on the Series 2019A Bond exceed
the maximum rate permitted by law.
The Issuer shall provide the Bondholder its annual audited financial statements
within 270 days of Fiscal Year end and an annual budget within 30 days of adoption,
together with any other information the Bondholder may reasonably request, in form
satisfactory to the Bondholder, and other additional information, reports or schedules
(financial or otherwise), all as the Bondholder may request.
If any holder of Bonds is provided the remedy of acceleration upon a default
whether by acceleration of maturity or through a tender provision, the Bondholder of the
Series 2019A Bond shall also automatically be provided such remedy without further
action or notice. In addition, in the event that any Bonds or Subordinated Indebtedness
are accelerated upon a default, whether by acceleration of maturity or through a tender
112
5
provision, the Series 2019A Bond shall also be automatically accelerated without further
action or notice.
The Bondholder hereby notifies the Issuer that pursuant to the requirements of the
USA PATRIOT Act (Title III of Pub. L. 107-56 signed into law October 26, 2001), the
Bondholder may be required to obtain, verify and record information that identifies the
Issuer, which information includes the name and address of the Issuer and other
information that will allow the Bondholder to identify the Issuer in accordance with the
Act.
The Issuer knowingly, voluntarily, and intentionally waives any right it may have
to a trial by jury, with respect to any litigation or legal proceedings based on or arising
out of the Bond Resolution or the Series 2019A Bond, including any course of conduct,
course of dealings, verbal or written statement or actions or omissions of any party which
in any way relates to the Series 2019A Bond or the Bond Resolution.
The Series 2019A Bond shall be governed by applicable federal law and the
internal laws of the State of Florida. The Issuer agrees that certain material events and
occurrences relating to the Series 2019A Bond bear a reasonable relationship to the laws
of Florida and the validity, terms, performance and enforcement of the Series 2019A
Bond shall be governed by the internal laws of Florida which are applicable to
agreements which are negotiated, executed, delivered and performed solely in Florida. In
the event of any legal proceeding arising out of or related to the Series 2019A Bond, the
Issuer consents to the jurisdiction and venue of any court located in Brevard County,
Florida, and applicable appellate courts.
The Issuer shall within five days after it acquires knowledge thereof, notify the
Bondholder in writing upon the happening, occurrence, or existence of any Event of
Default, and any event or condition which with the passage of time or giving of notice, or
both, would constitute an Event of Default, and shall provide the Bondholder, with such
written notice, a detailed statement by a responsible officer of the Issuer of all relevant
facts and the action being taken or proposed to be taken by the Issuer with respect
thereto. Regardless of the date of receipt of such notice by the Bondholder, such date
shall not in any way modify the date of occurrence of the actual Event of Default.
Reference to the Bond Resolution is hereby made for a description of the funds
charged with and pledged to the payment of the principal of and interest on this Bond, the
nature and extent of the security for the payment of this Bond, a statement of the rights,
duties and obligations of the Issuer, the rights of the Bondholder, to all the provisions of
which Bond Resolution the holder hereof by the acceptance of this Bond assents. The
Bond Resolution is incorporated by reference as if fully stated herein.
No modification or amendment of the 2019A Supplemental Resolution or of any
resolution amendatory thereof or supplemental thereto may be made except with the
written consent of the Bondholder. No modification or amendment to Sections 5.04, 113
6
5.06, 6.01, 6.02, or the definition of Pledged Revenues (or the terms defined therein) or
any other section of the Master Resolution which requires Bondholder consent pursuant
to the provisions of the Master Resolution may be made without the written consent of
the Bondholder.
It is hereby certified and recited that all acts, conditions and things required to
exist, to happen and to be performed precedent to and in the issuance of this Bond exist,
have happened and have been performed in regular and due form and time as required by
the laws and Constitution of the State of Florida applicable thereto, and that the issuance
of this Bond does not violate any constitutional, statutory, or charter limitation or
provision.
The transfer of this Bond is registrable by the Bondholder hereof in person or by
his attorney or legal representative at the designated corporate trust office of the Registrar
but only in the manner and subject to the conditions provided in the Bond Resolution and
upon surrender and cancellation of this Bond.
IN WITNESS WHEREOF, the Canaveral Port Authority has issued this Bond
and has caused the same to be executed by the manual signature of its Chairman and to
be attested and countersigned by the manual signature of its Secretary/Treasurer and its
official seal to be affixed hereon, all as of the Date of Original Issue.
(SEAL) CANAVERAL PORT AUTHORITY
Chairman
Attest:
Secretary/Treasurer
114
7
CERTIFICATE OF AUTHENTICATION
This Bond is the Series 2019A Bond described in the within-mentioned Bond
Resolution.
Date of Authentication: ___________, 2019
CANAVERAL PORT AUTHORITY,
Registrar
By:
Authorized Officer
115
8
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Social Security or Other Identifying Number of Assignee
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint ________________
_____________________________, as attorneys to register the transfer of the said Bond
on the books kept for registration thereof with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an institution which is a participant in
the Securities Transfer Agent Medallion
Program (STAMP) or similar program.
NOTICE: The assignor's signature to this
Assignment must correspond with the
name as it appears on the face of the
within Bond in every particular without
alteration or any change whatever.
116
EXHIBIT A
DEBT SERVICE SCHEDULE
117
EXHIBIT C
FORM OF SERIES 2019B BOND
118
No. R-1 $________________
UNITED STATES OF AMERICA
STATE OF FLORIDA
CANAVERAL PORT AUTHORITY
PORT REVENUE REFUNDING BOND,
SERIES 2019B (AMT)
Interest Rate Date of Original Issue Final Maturity Date
1.73% ___________, 2019 June 1, 2028
CANAVERAL PORT AUTHORITY (the "Issuer"), for value received, hereby
promises to pay, solely from the Pledged Funds hereinafter described, to the order of STI
INSTITUTIONAL & GOVERNMENT, INC., or its successors or assigns (the
"Bondholder"), the principal sum of ________________ AND 00/100 DOLLARS
($___________.00) (the "Principal Amount"), and to pay interest on such outstanding
Principal Amount from the Date of Original Issue thereof, or from the most recent date to
which interest has been paid at the Interest Rate per annum identified above semi-
annually on June 1 and December 1 of each year, commencing June 1, 2020, until such
Principal Amount shall have been paid. The Interest Rate shall be subject to change as
provided herein. The Principal Amount hereof shall be payable as described below or
upon earlier redemption described herein. Such Principal Amount and interest is payable
in any coin or currency of the United States of America which, at the time of payment, is
legal tender for the payment of public and private debts and shall be paid by automated
clearing house (ACH) debit to the Bondholder. In any case where the due date of interest
on or principal of this Bond is not a Business Day, then payment of such principal or
interest need not be made on such date but may be made on the next succeeding Business
Day with the same force and effect as if made on the nominal date of payment. The
Paying Agent and Registrar for the Bond shall be the Issuer. Interest shall be calculated
based upon a year of 360 days consisting of twelve 30 day months. No presentment or
delivery shall be required for payment on this Bond. Upon payment of all amounts due
and owing under this Bond, whether by maturity or earlier redemption, this Bond shall be
marked cancelled and promptly returned to the Issuer.
The Principal Amount of this Bond shall be payable in the following amounts on
the following dates (a complete debt service schedule is attached hereto as Exhibit A
which is provided for informational purposes only, and absent manifest error the
Bondholder's determination shall be deemed conclusive):
119
2
Payment Date
Amortization
Installments Payment Date
Amortization
Installments
06/01/2020 $ 12/01/2024 $
12/01/2020 06/01/2025
06/01/2021 12/01/2025
12/01/2021 06/01/2026
06/01/2022 12/01/2026
12/01/2022 06/01/2027
06/01/2023 12/01/2027
12/01/2023 06/01/2028
06/01/2024
The Series 2019B Bond may be pre-paid in whole or in part on any Business Day
subject to the terms hereof and upon at least two Business Days' prior written notice to
the Bondholder specifying the amount of prepayment. The Issuer shall, at the time of any
prepayment, whether optional or at any other time the Series 2019B Bond is paid earlier
than its scheduled maturity, pay to the Bondholder the interest accrued to the date of
prepayment on the principal amount being prepaid plus an additional fee or redemption
premium equal to the present value of the difference between (1) the amount that would
have been realized by the Bondholder on the prepaid amount for the remaining term of
the loan at the ICE Benchmark Administration ("IBA") rate for fixed-rate payers in U.S.
Dollar interest rate swaps for a term corresponding to the term of the Series 2019B Bond,
interpolated to the nearest month, if necessary, that was in effect three Business Days
prior to the issuance date of the Series 2019B Bond, and (2) the amount that would be
realized by the Bondholder by reinvesting such prepaid funds for the remaining term of
the loan at the IBA Index for rates for fixed-rate payers in U.S. Dollar interest rate swaps,
interpolated to the nearest month, that was in effect three Business Days prior to the loan
repayment date; both discounted at the same interest rate utilized in determining the
applicable amount in (2). Should the present value have no value or a negative value, the
Issuer may prepay with no additional fee or redemption premium. Should the IBA no
longer release rates for fixed-rate payers in U.S. Dollar interest rate swaps, the
Bondholder may substitute the IBA Index for rates for fixed-payers in U.S. Dollar
interest rate swaps with another similar index as determined by SunTrust Bank (or
affiliate thereof). The Bondholder shall provide the Issuer with a written statement
explaining the calculation of the premium due, which statement shall, in absence of
manifest error, be conclusive and binding. The application of such fee or prepayment
premium is not intended to, and shall not be deemed to be, an increase in the Interest
Rate. Any partial prepayment shall be applied in inverse order of maturity, treating
scheduled Amortization Installments as maturities.
The Issuer's Port Revenue Refunding Bond, Series 2019B (AMT) (the "Series
2019B Bond" or the "Bond") is issued for the principal purpose of refunding the Issuer's
Outstanding Port Improvement Revenue Bonds, Series 2010, and Port Improvement
Revenue Bonds, Series 2008 (modified), under the authority of and full compliance with 120
3
the Constitution and laws of the State of Florida, particularly Chapter 2003-335, Laws of
Florida, Special Acts of 2003, as amended and supplemented, Chapter 315, Florida
Statutes, and other applicable provisions of law (the "Act"), and Resolution No. 92-8 duly
adopted by the Issuer on October 7, 1992, as amended and supplemented (the "Master
Resolution"), particularly as supplemented by Resolution No. RES-2019-010-EXE-3,
duly adopted by the Issuer on October 23, 2019 (the "2019B Supplemental Resolution"
and collectively with the Master Resolution, the "Bond Resolution"), and is subject to all
the terms and conditions of the Bond Resolution. Any capitalized term used in this Bond
and not otherwise defined shall have the meaning ascribed to such term in the Bond
Resolution.
This Bond and the interest hereon are payable from and secured solely by a parity
lien upon and a pledge of (1) the Gross Revenues (as defined in the Bond Resolution) and
(2) until applied in accordance with the provisions of the Bond Resolution, all moneys,
including investments thereof, in the funds and accounts established by the Bond
Resolution, other than the Unrestricted Revenue Account and the Rebate Fund, all in the
manner and to the extent described in the Bond Resolution (collectively, the "Pledged
Funds"). This Bond shall be issued on parity with certain other obligations of the Issuer.
Except as otherwise provided herein, upon the occurrence of an Event of
Taxability and for as long as this Bond remains outstanding and the Event of Taxability is
ongoing, the Interest Rate on this Bond shall be converted to the Taxable Rate and this
adjustment shall survive payment on this Bond until such time as the federal statute of
limitations under which the interest on this Bond could be declared taxable under the
Code shall have expired. In addition, upon an Event of Taxability, the Issuer shall,
immediately upon demand, pay to the Bondholder (or prior holders, if applicable) (i) an
additional amount equal to the difference between (A) the amount of interest actually
paid on the Bond during the Taxable Period and (B) the amount of interest that would
have been paid during the Taxable Period had the Bond borne interest at the Taxable
Rate, and (ii) an amount equal to any interest, penalties and additions to tax (as referred
to in Subchapter A of Chapter 68 of the Code) owed by the Bondholder as a result of the
Event of Taxability.
"Event of Taxability" means the occurrence after the date hereof of a final
decree or judgment of any federal court or a final action of the Internal Revenue Service
determining that interest paid or payable on all or a portion of the Series 2019B Bond is
or was includable in the gross income of a Bondholder for federal income tax purposes;
provided, that no such decree, judgment, or action will be considered final for this
purpose, however, unless the Issuer has been given written notice and, if it is so desired
and is legally allowed, has been afforded the opportunity at the Issuer's own expense to
contest the same, either directly or in the name of any Bondholder, and until the
conclusion of any appellate review, if sought. An Event of Taxability does not include
and is not triggered by a change in law by Congress that causes the interest to be
includable under Bondholder's gross income. For all purposes of this definition, the 121
4
effective date of any Event of Taxability will be the first date as of which interest is
deemed includable in the gross income of the registered owner of the Series 2019B Bond.
"Taxable Period" shall mean the period of time between (a) the date that interest
on the Series 2019B Bond is deemed to be includable in the gross income of the owner
thereof for federal income tax purposes as a result of an Event of Taxability, and (b) the
date of the Event of Taxability and after which the Series 2019B Bond bears interest at
the Taxable Rate.
"Taxable Rate" shall mean the interest rate per annum that shall provide the
Bondholder with the same after tax yield that the Bondholder would have otherwise
received had the Event of Taxability not occurred, taking into account the increased
taxable income of the Bondholder as a result of such Event of Taxability. The
Bondholder shall provide the Issuer with a written statement explaining the calculation of
the Taxable Rate, which statement shall, in the absence of manifest error, be conclusive
and binding on the Issuer.
The Interest Rate shall be adjusted to the Default Rate upon an Event of Default or
if the Issuer shall default in the performance of or compliance with any term or covenant
contained in the Bond Resolution for a period of thirty (30) days after the earlier of (i) the
date written notice specifying such failure and requesting that it be remedied, is given to
the Issuer by the Bondholder or (ii) the date the Issuer was required to give notice of the
event or condition to the Bondholder, unless the Bondholder shall agree in writing to an
extension of such time prior to its expiration. For purposes of this paragraph, "Default
Rate" shall mean the lesser of (i) 18% per annum and (ii) the maximum rate allowed by
law.
The Bondholder shall promptly notify the Issuer in writing of any adjustment
pursuant hereto. The determination of the Bondholder as to the amount of such
adjustment shall be conclusive absent manifest error. Notwithstanding any provision
hereto the contrary, in no event shall the interest rate on the Series 2019B Bond exceed
the maximum rate permitted by law.
The Issuer shall provide the Bondholder its annual audited financial statements
within 270 days of Fiscal Year end and an annual budget within 30 days of adoption,
together with any other information the Bondholder may reasonably request, in form
satisfactory to the Bondholder, and other additional information, reports or schedules
(financial or otherwise), all as the Bondholder may request.
If any holder of Bonds is provided the remedy of acceleration upon a default
whether by acceleration of maturity or through a tender provision, the Bondholder of the
Series 2019B Bond shall also automatically be provided such remedy without further
action or notice. In addition, in the event that any Bonds or Subordinated Indebtedness
are accelerated upon a default, whether by acceleration of maturity or through a tender
122
5
provision, the Series 2019B Bond shall also be automatically accelerated without further
action or notice.
The Bondholder hereby notifies the Issuer that pursuant to the requirements of the
USA PATRIOT Act (Title III of Pub. L. 107-56 signed into law October 26, 2001), the
Bondholder may be required to obtain, verify and record information that identifies the
Issuer, which information includes the name and address of the Issuer and other
information that will allow the Bondholder to identify the Issuer in accordance with the
Act.
The Issuer knowingly, voluntarily, and intentionally waives any right it may have
to a trial by jury, with respect to any litigation or legal proceedings based on or arising
out of the Bond Resolution or the Series 2019B Bond, including any course of conduct,
course of dealings, verbal or written statement or actions or omissions of any party which
in any way relates to the Series 2019B Bond or the Bond Resolution.
The Series 2019B Bond shall be governed by applicable federal law and the
internal laws of the State of Florida. The Issuer agrees that certain material events and
occurrences relating to the Series 2019B Bond bear a reasonable relationship to the laws
of Florida and the validity, terms, performance and enforcement of the Series 2019B
Bond shall be governed by the internal laws of Florida which are applicable to
agreements which are negotiated, executed, delivered and performed solely in Florida. In
the event of any legal proceeding arising out of or related to the Series 2019B Bond, the
Issuer consents to the jurisdiction and venue of any court located in Brevard County,
Florida, and applicable appellate courts.
The Issuer shall within five days after it acquires knowledge thereof, notify the
Bondholder in writing upon the happening, occurrence, or existence of any Event of
Default, and any event or condition which with the passage of time or giving of notice, or
both, would constitute an Event of Default, and shall provide the Bondholder, with such
written notice, a detailed statement by a responsible officer of the Issuer of all relevant
facts and the action being taken or proposed to be taken by the Issuer with respect
thereto. Regardless of the date of receipt of such notice by the Bondholder, such date
shall not in any way modify the date of occurrence of the actual Event of Default.
Reference to the Bond Resolution is hereby made for a description of the funds
charged with and pledged to the payment of the principal of and interest on this Bond, the
nature and extent of the security for the payment of this Bond, a statement of the rights,
duties and obligations of the Issuer, the rights of the Bondholder, to all the provisions of
which Bond Resolution the holder hereof by the acceptance of this Bond assents. The
Bond Resolution is incorporated by reference as if fully stated herein.
No modification or amendment of the 2019B Supplemental Resolution or of any
resolution amendatory thereof or supplemental thereto may be made except with the
written consent of the Bondholder. No modification or amendment to Sections 5.04, 123
6
5.06, 6.01, 6.02 or the definition of Pledged Revenues (or the terms defined therein) or
any other section of the Master Resolution which requires Bondholder consent pursuant
to the provisions of the Master Resolution may be made without the written consent of
the Bondholder.
It is hereby certified and recited that all acts, conditions and things required to
exist, to happen and to be performed precedent to and in the issuance of this Bond exist,
have happened and have been performed in regular and due form and time as required by
the laws and Constitution of the State of Florida applicable thereto, and that the issuance
of this Bond does not violate any constitutional, statutory, or charter limitation or
provision.
The transfer of this Bond is registrable by the Bondholder hereof in person or by
his attorney or legal representative at the designated corporate trust office of the Registrar
but only in the manner and subject to the conditions provided in the Bond Resolution and
upon surrender and cancellation of this Bond.
IN WITNESS WHEREOF, the Canaveral Port Authority has issued this Bond
and has caused the same to be executed by the manual signature of its Chairman and to
be attested and countersigned by the manual signature of its Secretary/Treasurer and its
official seal to be affixed hereon, all as of the Date of Original Issue.
(SEAL) CANAVERAL PORT AUTHORITY
Chairman
Attest:
Secretary/Treasurer
124
7
CERTIFICATE OF AUTHENTICATION
This Bond is the Series 2019B Bond described in the within-mentioned Bond
Resolution.
Date of Authentication: ___________, 2019
CANAVERAL PORT AUTHORITY,
Registrar
By:
Authorized Officer
125
8
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Social Security or Other Identifying Number of Assignee
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint ________________
_____________________________, as attorneys to register the transfer of the said Bond
on the books kept for registration thereof with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an institution which is a participant in
the Securities Transfer Agent Medallion
Program (STAMP) or similar program.
NOTICE: The assignor's signature to this
Assignment must correspond with the
name as it appears on the face of the
within Bond in every particular without
alteration or any change whatever.
126
EXHIBIT A
DEBT SERVICE SCHEDULE
127
EXHIBIT D
FORM OF SERIES 2019D BOND
128
No. R-1 $________________
UNITED STATES OF AMERICA
STATE OF FLORIDA
CANAVERAL PORT AUTHORITY
PORT REVENUE REFUNDING BOND,
SERIES 2019D (AMT)
Interest Rate Date of Original Issue Final Maturity Date
1.89% ___________, 2019 June 1, 2034
CANAVERAL PORT AUTHORITY (the "Issuer"), for value received, hereby
promises to pay, solely from the Pledged Funds hereinafter described, to the order of STI
INSTITUTIONAL & GOVERNMENT, INC., or its successors or assigns (the
"Bondholder"), the principal sum of ________________ AND 00/100 DOLLARS
($___________.00) (the "Principal Amount"), and to pay interest on such outstanding
Principal Amount from the Date of Original Issue thereof, or from the most recent date to
which interest has been paid at the Interest Rate per annum identified above semi-
annually on June 1 and December 1 of each year, commencing June 1, 2020, until such
Principal Amount shall have been paid. The Interest Rate shall be subject to change as
provided herein. The Principal Amount hereof shall be payable as described below or
upon earlier redemption described herein. Such Principal Amount and interest is payable
in any coin or currency of the United States of America which, at the time of payment, is
legal tender for the payment of public and private debts and shall be paid by automated
clearing house (ACH) debit to the Bondholder. In any case where the due date of interest
on or principal of this Bond is not a Business Day, then payment of such principal or
interest need not be made on such date but may be made on the next succeeding Business
Day with the same force and effect as if made on the nominal date of payment. The
Paying Agent and Registrar for the Bond shall be the Issuer. Interest shall be calculated
based upon a year of 360 days consisting of twelve 30 day months. No presentment or
delivery shall be required for payment on this Bond. Upon payment of all amounts due
and owing under this Bond, whether by maturity or earlier redemption, this Bond shall be
marked cancelled and promptly returned to the Issuer.
The Principal Amount of this Bond shall be payable in the following amounts on
the following dates (a complete debt service schedule is attached hereto as Exhibit A
which is provided for informational purposes only, and absent manifest error the
Bondholder's determination shall be deemed conclusive):
129
2
Payment Date
Amortization
Installments Payment Date
Amortization
Installments
06/01/2020 $ 12/01/2027 $
12/01/2020 06/01/2028
06/01/2021 12/01/2028
12/01/2021 06/01/2029
06/01/2022 12/01/2029
12/01/2022 06/01/2030
06/01/2023 12/01/2030
12/01/2023 06/01/2031
06/01/2024 12/01/2031
12/01/2024 06/01/2032
06/01/2025 12/01/2032
12/01/2025 06/01/2033
06/01/2026 12/01/2033
12/01/2026 06/01/2034
06/01/2027
The Issuer may prepay the Series 2019D Bond in whole or in part on any Business
Day on or after December 1, 2029, at a prepayment price equal to 100% of the principal
amount of the Series 2019D Bond to be prepaid, plus accrued interest to the prepayment
date, upon at least two Business Days' prior written notice to the Bondholder specifying
the amount of the prepayment. Any partial prepayment shall be applied in inverse order
of maturity, treating scheduled Amortization Installments as maturities.
The Issuer's Port Revenue Refunding Bond, Series 2019D (AMT) (the "Series
2019D Bond" or the "Bond") is issued for the principal purpose of refunding a portion of
the Issuer's Outstanding Port Improvement Revenue Bonds, Series 2014, under the
authority of and full compliance with the Constitution and laws of the State of Florida,
particularly Chapter 2003-335, Laws of Florida, Special Acts of 2003, as amended and
supplemented, Chapter 315, Florida Statutes, and other applicable provisions of law (the
"Act"), and Resolution No. 92-8 duly adopted by the Issuer on October 7, 1992, as
amended and supplemented (the "Master Resolution"), particularly as supplemented by
Resolution No. RES-2019-010-EXE-3, duly adopted by the Issuer on October 23, 2019
(the "2019D Supplemental Resolution" and collectively with the Master Resolution, the
"Bond Resolution"), and is subject to all the terms and conditions of the Bond Resolution.
Any capitalized term used in this Bond and not otherwise defined shall have the meaning
ascribed to such term in the Bond Resolution.
This Bond and the interest hereon are payable from and secured solely by a parity
lien upon and a pledge of (1) the Gross Revenues (as defined in the Bond Resolution) and
(2) until applied in accordance with the provisions of the Bond Resolution, all moneys,
including investments thereof, in the funds and accounts established by the Bond
Resolution, other than the Unrestricted Revenue Account and the Rebate Fund, all in the 130
3
manner and to the extent described in the Bond Resolution (collectively, the "Pledged
Funds"). This Bond shall be issued on parity with certain other obligations of the Issuer.
Except as otherwise provided herein, upon the occurrence of an Event of
Taxability and for as long as this Bond remains outstanding and the Event of Taxability is
ongoing, the Interest Rate on this Bond shall be converted to the Taxable Rate and this
adjustment shall survive payment on this Bond until such time as the federal statute of
limitations under which the interest on this Bond could be declared taxable under the
Code shall have expired. In addition, upon an Event of Taxability, the Issuer shall,
immediately upon demand, pay to the Bondholder (or prior holders, if applicable) (i) an
additional amount equal to the difference between (A) the amount of interest actually
paid on the Bond during the Taxable Period and (B) the amount of interest that would
have been paid during the Taxable Period had the Bond borne interest at the Taxable
Rate, and (ii) an amount equal to any interest, penalties and additions to tax (as referred
to in Subchapter A of Chapter 68 of the Code) owed by the Bondholder as a result of the
Event of Taxability.
"Event of Taxability" means the occurrence after the date hereof of a final
decree or judgment of any federal court or a final action of the Internal Revenue Service
determining that interest paid or payable on all or a portion of the Series 2019D Bond is
or was includable in the gross income of a Bondholder for federal income tax purposes;
provided, that no such decree, judgment, or action will be considered final for this
purpose, however, unless the Issuer has been given written notice and, if it is so desired
and is legally allowed, has been afforded the opportunity at the Issuer's own expense to
contest the same, either directly or in the name of any Bondholder, and until the
conclusion of any appellate review, if sought. An Event of Taxability does not include
and is not triggered by a change in law by Congress that causes the interest to be
includable under Bondholder's gross income. For all purposes of this definition, the
effective date of any Event of Taxability will be the first date as of which interest is
deemed includable in the gross income of the registered owner of the Series 2019D Bond.
"Taxable Period" shall mean the period of time between (a) the date that interest
on the Series 2019D Bond is deemed to be includable in the gross income of the owner
thereof for federal income tax purposes as a result of an Event of Taxability, and (b) the
date of the Event of Taxability and after which the Series 2019D Bond bears interest at
the Taxable Rate.
"Taxable Rate" shall mean the interest rate per annum that shall provide the
Bondholder with the same after tax yield that the Bondholder would have otherwise
received had the Event of Taxability not occurred, taking into account the increased
taxable income of the Bondholder as a result of such Event of Taxability. The
Bondholder shall provide the Issuer with a written statement explaining the calculation of
the Taxable Rate, which statement shall, in the absence of manifest error, be conclusive
and binding on the Issuer. 131
4
The Interest Rate shall be adjusted to the Default Rate upon an Event of Default or
if the Issuer shall default in the performance of or compliance with any term or covenant
contained in the Bond Resolution for a period of thirty (30) days after the earlier of (i) the
date written notice specifying such failure and requesting that it be remedied, is given to
the Issuer by the Bondholder or (ii) the date the Issuer was required to give notice of the
event or condition to the Bondholder, unless the Bondholder shall agree in writing to an
extension of such time prior to its expiration. For purposes of this paragraph, "Default
Rate" shall mean the lesser of (i) 18% per annum and (ii) the maximum rate allowed by
law.
The Bondholder shall promptly notify the Issuer in writing of any adjustment
pursuant hereto. The determination of the Bondholder as to the amount of such
adjustment shall be conclusive absent manifest error. Notwithstanding any provision
hereto the contrary, in no event shall the interest rate on the Series 2019D Bond exceed
the maximum rate permitted by law.
The Issuer shall provide the Bondholder its annual audited financial statements
within 270 days of Fiscal Year end and an annual budget within 30 days of adoption,
together with any other information the Bondholder may reasonably request, in form
satisfactory to the Bondholder, and other additional information, reports or schedules
(financial or otherwise), all as the Bondholder may request.
If any holder of Bonds is provided the remedy of acceleration upon a default
whether by acceleration of maturity or through a tender provision, the Bondholder of the
Series 2019D Bond shall also automatically be provided such remedy without further
action or notice. In addition, in the event that any Bonds or Subordinated Indebtedness
are accelerated upon a default, whether by acceleration of maturity or through a tender
provision, the Series 2019D Bond shall also be automatically accelerated without further
action or notice.
The Bondholder hereby notifies the Issuer that pursuant to the requirements of the
USA PATRIOT Act (Title III of Pub. L. 107-56 signed into law October 26, 2001), the
Bondholder may be required to obtain, verify and record information that identifies the
Issuer, which information includes the name and address of the Issuer and other
information that will allow the Bondholder to identify the Issuer in accordance with the
Act.
The Issuer knowingly, voluntarily, and intentionally waives any right it may have
to a trial by jury, with respect to any litigation or legal proceedings based on or arising
out of the Bond Resolution or the Series 2019D Bond, including any course of conduct,
course of dealings, verbal or written statement or actions or omissions of any party which
in any way relates to the Series 2019D Bond or the Bond Resolution.
The Series 2019D Bond shall be governed by applicable federal law and the
internal laws of the State of Florida. The Issuer agrees that certain material events and 132
5
occurrences relating to the Series 2019D Bond bear a reasonable relationship to the laws
of Florida and the validity, terms, performance and enforcement of the Series 2019D
Bond shall be governed by the internal laws of Florida which are applicable to
agreements which are negotiated, executed, delivered and performed solely in Florida. In
the event of any legal proceeding arising out of or related to the Series 2019D Bond, the
Issuer consents to the jurisdiction and venue of any court located in Brevard County,
Florida, and applicable appellate courts.
The Issuer shall within five days after it acquires knowledge thereof, notify the
Bondholder in writing upon the happening, occurrence, or existence of any Event of
Default, and any event or condition which with the passage of time or giving of notice, or
both, would constitute an Event of Default, and shall provide the Bondholder, with such
written notice, a detailed statement by a responsible officer of the Issuer of all relevant
facts and the action being taken or proposed to be taken by the Issuer with respect
thereto. Regardless of the date of receipt of such notice by the Bondholder, such date
shall not in any way modify the date of occurrence of the actual Event of Default.
Reference to the Bond Resolution is hereby made for a description of the funds
charged with and pledged to the payment of the principal of and interest on this Bond, the
nature and extent of the security for the payment of this Bond, a statement of the rights,
duties and obligations of the Issuer, the rights of the Bondholder, to all the provisions of
which Bond Resolution the holder hereof by the acceptance of this Bond assents. The
Bond Resolution is incorporated by reference as if fully stated herein.
No modification or amendment of the 2019D Supplemental Resolution or of any
resolution amendatory thereof or supplemental thereto may be made except with the
written consent of the Bondholder. No modification or amendment to Sections 5.04,
5.06, 6.01, 6.02 or the definition of Pledged Revenues (or the terms defined therein) or
any other section of the Master Resolution which requires Bondholder consent pursuant
to the provisions of the Master Resolution may be made without the written consent of
the Bondholder.
It is hereby certified and recited that all acts, conditions and things required to
exist, to happen and to be performed precedent to and in the issuance of this Bond exist,
have happened and have been performed in regular and due form and time as required by
the laws and Constitution of the State of Florida applicable thereto, and that the issuance
of this Bond does not violate any constitutional, statutory, or charter limitation or
provision.
The transfer of this Bond is registrable by the Bondholder hereof in person or by
his attorney or legal representative at the designated corporate trust office of the Registrar
but only in the manner and subject to the conditions provided in the Bond Resolution and
upon surrender and cancellation of this Bond.
133
6
IN WITNESS WHEREOF, the Canaveral Port Authority has issued this Bond
and has caused the same to be executed by the manual signature of its Chairman and to
be attested and countersigned by the manual signature of its Secretary/Treasurer and its
official seal to be affixed hereon, all as of the Date of Original Issue.
(SEAL) CANAVERAL PORT AUTHORITY
Chairman
Attest:
Secretary/Treasurer
134
7
CERTIFICATE OF AUTHENTICATION
This Bond is the Series 2019D Bond described in the within-mentioned Bond
Resolution.
Date of Authentication: ___________, 2019
CANAVERAL PORT AUTHORITY,
Registrar
By:
Authorized Officer
135
8
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Social Security or Other Identifying Number of Assignee
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint ________________
_____________________________, as attorneys to register the transfer of the said Bond
on the books kept for registration thereof with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an institution which is a participant in
the Securities Transfer Agent Medallion
Program (STAMP) or similar program.
NOTICE: The assignor's signature to this
Assignment must correspond with the
name as it appears on the face of the
within Bond in every particular without
alteration or any change whatever.
136
EXHIBIT A
DEBT SERVICE SCHEDULE
137
Canaveral Port AuthorityBank Loan RFP Response Summary
DRAFT
Proposal Requirements Bank A Bank B Bank C Bank D Bank E
Proposal Requirements SunTrust TD Bank Bank of America Merrill Lynch Regions Capital Advantage Trustmark
Contact Information
Brian Orth
Senior Vice President and Relationship Manager
200 South Orange Avenue SOAB 6
Orlando, FL 32801
Phone: 407.237.6764 | Cell: 303-263-9205
Sterling Harrell
Director
301 East Pine Street, Suite 1000
Orlando, FL 32801
Phone: 407.622.3563
Michael J. Romano
Vice President
2170 Satellite Blvd, Suite 250
Duluth, GA 30097
Phone: 770.510.4046
Karen Song
Vice President
111 North Orange Avenue, Suite 1585
Orlando, FL 32801
Phone: 407-246-8977
Tina Rutherford
Vice President
2315 S. Highway 77
Lynn Haven, FL 32444
Phone: 850.441.5102
Maximum Commitment $105,000,000 $56,994,000 $42,678,000 $68,000,000 $42,678,000
Interest Rates
Series 2019A - $10.2 million1.76% (MWC)
(5YR Call: 1.91%, 7YR Call: 1.78%)N/A
1.89%* (MWC)
(56 Month LIBOR Swap Rate + 37 bps)2.18%
Series 2019B - $32.5 million
1.73% (MWC)
(5YR Call: 1.80%, 7YR Call: 1.75%,
10YR Call: 1.73%)
N/A1.87%* (MWC)
(42 month LIBOR Swap Rate + 32 bps)2.18%
Series 2019C - $57 million
1.87% (MWC)
(5YR Call: 2.15%, 7YR Call: 1.98%,
10YR Call:1.89%)
1.85% (MWC)
2.08% (No Prepayment Penalty)N/A N/A
Series 2019D - $35 million
1.87% (MWC)
(5YR Call: 2.15%, 7YR Call: 1.98%,
10YR Call:1.89%)
1.85% (MWC)
2.08% (No Prepayment Penalty)N/A N/A
Day Count 30/360 30/360 30/360 30/360 30/360
Legal Counsel & Fees
Mike Wiener
Holland & Knight LLP
$20,000 plus $2,500 for each additional series
Michael Wiener
Holland & Knight LLP
NTE $17,500 for one series and $21,000 for both
Mark E. Raymond
NTE $6,500 for one loan and $10,000 for two loans
Bryant Miller Olive
NTE $10,000 for reviewing documents
Hand Arendall Harrison Sale, LLC
NTE $7,500 for 2019A and $10,000 for 2019B
Prepayment
In whole or in part on any business day upon two
business days' prior written notice, subject to a
make whole compensation provision or without a
prepayment penalty for adjusted rates shown above.
Can be prepaid in full or in part at anytime with a
prepayment penalty described within the proposal or
can elect a no prepayment penalty by adding a 23
bps premium to proposed interest rate (2.08%).
Can be prepaid in full or in part any time on or after
12/1/2020, with 3 business days notice, subject to
make whole prepayment fee.
Loans through 6/1/2028 can be prepaid in part or in
whole after 5.5 years from closing, without penalty.
Loans through 6/1/2034 can be prepaid in part or in
whole after 9.5 years from closing, without penalty.
Can be prepaid in full or in part at anytime without a
penalty.
DSRF Required? No No No No No
Proposal Expiration Commitment Letter to be executed by Oct. 31, 2019 Oct. 4, 2019
Term sheet expires Oct. 31, 2019. The bank
reserves the right to amend its commitment if
transaction is not closed by Dec 31, 2019.
Willing to discuss terms through October 7, 2019. December 6, 2019
Rate Lock Fixed rates provided will be held until Closing.
Proposal rates will be locked if notified of intent to
recommend is received by 5pm Oct 4. Otherwise,
rate will be locked based on provided formula.
Rates will be locked two business days prior to
Closing and are based on provided formulas.
Earlier rate locks, subject to breakage, are
available.
Based on provided formulas using the10 year
interest swap rate at the time of Closing. Rates locked day of the proposal response.
Other Conditions
Taxable Event does not include or is triggered by a
change by Congress.
*See proposal for additional terms/conditions.
Gross-up for change in taxability (due to action or
inaction of Borrower).
*See proposal for additional terms/conditions.
Gross-up for change in taxability. *See Proposal for additional terms/conditions. Gross-up rate for change is taxability is 2.90%.
1.89%* for a 10 Year Commitment
(79% of the 10 year interest swap rate + 64 bps)
2.20%* for a 15 Year Commitment
(79% of the 10 year interest swap rate + 95 bps)
10/2/2019
138
Canaveral Port AuthorityBank Loan RFP Response Summary
DRAFT
Proposal Requirements
Proposal Requirements
Contact Information
Maximum Commitment
Interest Rates
Series 2019A - $10.2 million
Series 2019B - $32.5 million
Series 2019C - $57 million
Series 2019D - $35 million
Day Count
Legal Counsel & Fees
Prepayment
DSRF Required?
Proposal Expiration
Rate Lock
Other Conditions
Bank F Bank G Bank H Bank I Bank J
JP Morgan Bank United Key Government Finance Sterling National Bank Wells Fargo
Tim Bittel
Executive Director
383 Madison Ave
New York, NY 10179
Phone: 212.270.2169
Joseph Disanti
Senior Vice President
2189 South Orange Ave., Suite 1250S
Orlando, FL 32801
Phone: 770.510.4046
David Zapata
V & East Region Manager
201 South Warren Street, 2nd
Floor
Syracuse, NY 13202
Phone: 315.470.5180
Mark A Cargo
Managing Director
9667 Ravenscroft LN NW
Concord, NC 28027
Phone: 704.287.4493
John Generalli
Managing Director
28059 US Hwy 19 N, Suite 205
Clearwater, FL 333761
Phone: 727.953.1124
$42,678,000 $35,200,000 $134,804,000 $35,132,000 N/A
Indicative interest rate scale of 2.1%-2.435%*
(each maturity at a different rate)2.33% 2.122% (MWC) N/A N/A
Indicative interest rate scale of 2.1%-2.435%*
(each maturity at a different rate)2.33% 2.001% (MWC) N/A N/A
N/A N/A 2.584% (MWC N/A N/A
N/A 2.33% 2.577% (MWC) 2.56% N/A
N/A 30/360 30/360 30/360 N/A
N/ATBD
NTE $15,000
Kutak Rock LLP
Estimation of $20,000
Gilmore & Bell
NTE $12,500N/A
N/A
Can be prepaid in full or in part any time on or after
6/1/2029, with 30 days notice.
Can be prepaid in full at any date, subject to a
prepayment premium.
*The prepayment fees are different for each series
and listed in the proposal.
Callable @ 101% of par for years 5-8, thereafter
callable @100 of par.N/A
N/A No No No N/A
N/A N/A Oct. 8, 2019 Oct. 23, 2019 N/A
Rates based on US LIBOR Swap Rate Rates locked day of the proposal response. Rates locked day of the proposal response. Rate locked through Dec. 1, 2019 N/A
*See Proposal for additional terms/conditions.
Upon an event of taxability caused by the Port, the
interest rate shall increase to a taxable rate of
2.94%.
No additional costs provisions associated with
regulatory change and change in tax rate.*See Proposal for additional terms/conditions.
Recommendation for a public market transaction
and estimates the cost to be 2.43%
*See Proposal for additional terms/conditions.
10/2/2019
139
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number: 2.B
Department: Finance
Requested Action: Consideration of CPA Resolution No. RES-2019-008-EXE-3, authorizing aHazard Mitigation Grant Program Agreement between the Canaveral PortAuthority (CPA) and Federal Emergency Management Agency (FEMA),pass-through from the Florida Division of Emergency Management (FDEM)for the reimbursement of federal funds expended by the Canaveral PortAuthority in conjunction with the Portable Emergency Generator Project.(Michael Poole)
Summary Explanation & Background: For fiscal year 2019-2020, the Hazard Mitigation Grant Program has approved to fund CPA’s grant applicationto purchase a Portable Emergency Generator. The total project cost is $203,660. This high capacity generatorwill provide the Port with assured ability to rapidly restore Port operations and manage catastrophic loss ofutilities supplies due to heavy weather events.
CPA agrees to enter into this agreement with a minimum of 25% match and FEMA/FDEM with a maximum of75% reimbursement or up to the total grant amount of $152,745.
Financial Impact: Yes
Reviewed by General Counsel: No
Reviewed by Port Attorney: No
Financial Review: The purchase of the generator of $203,660 is included in the FY20 CapitalBudget, and the related Grant amount has been included in CapitalContributions estimated for FY20.
Attachments:
2B Cover Sheet.pdf
B_FIN_BACKUP_10232019_RES-2019-008-EXE-3.pdf
140
141
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number: 2.B
Department: Finance
Requested Action: Consideration of CPA Resolution No. RES-2019-008-EXE-3, authorizing aHazard Mitigation Grant Program Agreement between the Canaveral PortAuthority (CPA) and Federal Emergency Management Agency (FEMA),pass-through from the Florida Division of Emergency Management (FDEM)for the reimbursement of federal funds expended by the Canaveral PortAuthority in conjunction with the Portable Emergency Generator Project.(Michael Poole)
Summary Explanation & Background: For fiscal year 2019-2020, the Hazard Mitigation Grant Program has approved to fund CPA’s grant applicationto purchase a Portable Emergency Generator. The total project cost is $203,660. This high capacity generatorwill provide the Port with assured ability to rapidly restore Port operations and manage catastrophic loss ofutilities supplies due to heavy weather events.
CPA agrees to enter into this agreement with a minimum of 25% match and FEMA/FDEM with a maximum of75% reimbursement or up to the total grant amount of $152,745.
Financial Impact: Yes
Reviewed by General Counsel: No
Reviewed by Port Attorney: No
Financial Review: The purchase of the generator of $203,660 is included in the FY20 CapitalBudget, and the related Grant amount has been included in CapitalContributions estimated for FY20.
Attachments:
B_FIN_BACKUP_10232019_RES-2019-008-EXE-3.pdf
142
143
CANAVERAL PORT AUTHORITY RESOLUTION NO. RES-2019-008-EXE-3
A RESOLUTION OF THE CANAVERAL PORT AUTHORITY, BREVARD COUNTY, FLORIDA, AUTHORIZING THE EXECUTION OF A HAZARD MITIGATION GRANT PROGRAM AGREEMENT BETWEEN THE FEDERAL EMERGENCY MANAGEMENT AGENCY (FEMA); PASS-THROUGH FROM THE FLORIDA DIVISION OF EMERGENCY MANAGEMENT (FDEM) AND THE CANAVERAL PORT AUTHORITY FOR FEDERAL FUNDING IN FISCAL YEAR (2019/20) FOR THE PORTABLE EMERGENCY GENERATOR PROJECT.
WHEREAS, the Canaveral Port Authority (CPA) has been presented a Federally funded Subaward and Grant Agreement, Agreement# H0230, Project# 4337-124-R with FEMA by the pass-through entity FDEM for the Portable Emergency Generator Project; and
WHEREAS, FEMA/FDEM and CPA have agreed that FEMA/FDEM will reimburse 75% of all eligible expenditures related to the Portable Emergency Generator Project, Agreement# H0230, Project# 4337-124-R, or up to $152,745, with CPA required to contribute 25% or $50,915 upon execution, and according to terms and conditions of the Hazard Mitigation Grant Program Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CANAVERAL PORT AUTHORITY:
Section 1. CPA confirms its desire to enter into the Hazard Mitigation Grant Program Agreement with FEMA/FDEM;
Section 2. The Chairman of the Board or Vice-Chairman is herein authorized to execute this Resolution on behalf of CPA.
Section 3. The Chief Executive Officer, Chief Financial Officer and the Senior Director of Finance are herein specifically authorized to enter into and sign such documents as may be necessary, including the Hazard Mitigation Grant Program Agreement, and any Amendment to the Grant Agreement for the purpose of scope changes, funding adjustments, contract duration changes, additional financial project numbers as well as execute Assurances, Certifications and all other documents as may be required to support the project.
Section 4. This resolution shall take effect immediately upon its adoption.
APPROVED AND ADOPTED this 23rd day of October 2019.
(Official Seal)
CANAVERAL PORT AUTHORITY
____________________________________
Micah Loyd, Chairman
____________________________________
Robert Harvey, Secretary/Treasurer 144
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number: 3.A
Department: Human Resources
Requested Action: Consideration of approving the Employee Health Plan Benefit ProgramInsurance Recommendations for 2020.
Summary Explanation & Background: The Canaveral Port Authority (CPA) is requesting approval for the following carriers for the Employee HealthPlan Benefit Program. Gallagher Benefit Services, Inc., our employee benefit plan consultant and broker,solicited proposals for medical, dental, vision, life and disability insurance and voluntary supplemental insurancecoverage.
Cigna has been the employee Medical (High and Low) insurance plan provider since 2014. This year themedical renewal is 1.3% under 2019 with a budget savings of $48,636 in 2020. The Dental (High and Low)insurance plan has been with Cigna since 2019 and will have a $10,924 increase in 2020. The Vision plan hasbeen with Cigna since 2019 and premiums will decrease by -9.99% in 2020 for a savings of $2,452 over 2019. There are no plan design changes from the 2019 medical, dental and vision plans. The total budget impact incalendar 2020 will be $40,160 below 2019.
The Life and Disability insurance will be moved to Lincoln Financial Group from Cigna. Proposals were sent toPrincipal and Mutual of Omaha and both declined to submit a proposal. Lincoln Financial submitted pricing thatmatched Cigna’s 2019 rates and provided a 3-year rate guarantee.
The Retiree Medical (Point of Service and HMO Plans) has been with Health First Medical Group since 2009. Medicare has not released pricing for 2020 as of submission of this agenda item.
For employee voluntary supplemental insurance plans, Gallagher reviewed the following proposals –
• Aflac Supplemental Insurance – No plan design changes, rate guarantee through 1/1/2021• Nationwide Supplemental Pet Insurance – Evergreen rate – no plan or cost changes• Long-Term Care Insurance – two plans were submitted for review and are under consideration for 2020
Staff is requesting that the Board authorize the CEO or his designee to execute the contract subject to legalreview.
Financial Impact: Yes
Reviewed by General Counsel: Yes
145
Reviewed by Port Attorney: No
Financial Review: Employee Health Plan Benefits are an operational expense and includedin the FY2020 Operating Budget.
Attachments:
3A Cover Sheet.pdf
HR_Consent Agenda Item 1.x_.pdf
146
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number: 3.A
Department: Human Resources
Requested Action: Consideration of approving the Employee Health Plan Benefit ProgramInsurance Recommendations for 2020.
Summary Explanation & Background: The Canaveral Port Authority (CPA) is requesting approval for the following carriers for the Employee HealthPlan Benefit Program. Gallagher Benefit Services, Inc., our employee benefit plan consultant and broker,solicited proposals for medical, dental, vision, life and disability insurance and voluntary supplemental insurancecoverage.
Cigna has been the employee Medical (High and Low) insurance plan provider since 2014. This year themedical renewal is 1.3% under 2019 with a budget savings of $48,636 in 2020. The Dental (High and Low)insurance plan has been with Cigna since 2019 and will have a $10,924 increase in 2020. The Vision plan hasbeen with Cigna since 2019 and premiums will decrease by -9.99% in 2020 for a savings of $2,452 over 2019. There are no plan design changes from the 2019 medical, dental and vision plans. The total budget impact incalendar 2020 will be $40,160 below 2019.
The Life and Disability insurance will be moved to Lincoln Financial Group from Cigna. Proposals were sent toPrincipal and Mutual of Omaha and both declined to submit a proposal. Lincoln Financial submitted pricing thatmatched Cigna’s 2019 rates and provided a 3-year rate guarantee.
The Retiree Medical (Point of Service and HMO Plans) has been with Health First Medical Group since 2009. Medicare has not released pricing for 2020 as of submission of this agenda item.
For employee voluntary supplemental insurance plans, Gallagher reviewed the following proposals –
• Aflac Supplemental Insurance – No plan design changes, rate guarantee through 1/1/2021• Nationwide Supplemental Pet Insurance – Evergreen rate – no plan or cost changes• Long-Term Care Insurance – two plans were submitted for review and are under consideration for 2020
Staff is requesting that the Board authorize the CEO or his designee to execute the contract subject to legalreview.
Financial Impact: Yes
Reviewed by General Counsel: Yes
147
Reviewed by Port Attorney: No
Financial Review: Employee Health Plan Benefits are an operational expense and includedin the FY2020 Operating Budget.
Attachments:
HR_Consent Agenda Item 1.x_.pdf
148
BoardRequest_Department_ItemNumber_MMDDYY P a g e | 1
Meeting Date October 23,
2019
AGENDA ITEM REQUEST
Section X Consent
Item Number 1.x
Department Human Resources
Requested Action: Consideration of approving the Employee Health Plan Benefit Program Insurance Recommendations for 2020
Summary Explanation & Background:
The Canaveral Port Authority (CPA) is requesting approval for the following carriers for the Employee Health Plan Benefit Program. Gallagher Benefit Services, Inc., our employee benefit plan consultant and broker, solicited proposals for medical, dental, vision, life and disability insurance and voluntary supplemental insurance coverage. Cigna has been the employee Medical (High and Low) insurance plan provider since 2014. This year the medical renewal is 1.3% under 2019 with a budget savings of $48,636 projected in 2020. The Dental (High and Low) insurance plans have been with Cigna since 2019 and will have a $10,928 increase to premiums in 2020. The Vision plan has been with Cigna since 2019 and premium will decrease by -9.99% in 2020 for a savings of $2,452 over 2019. There are no plan design changes in 2020 for the medical, dental and vision plans. The total budget savings in calendar 2020 will be $40,160 below 2019. The Life and Disability insurance will be moved to Lincoln Financial Group from Cigna. Proposals were sent to Principal and Mutual of Omaha and both declined to submit a proposal. Lincoln Financial submitted pricing that matched Cigna’s 2019 rates and provided a 3-year rate guarantee. The current employee voluntary supplemental insurance plans were reviewed by Gallagher Benefit Services, Inc. and recommended for continuation in 2020 –
• Aflac Supplemental Insurance – No plan design changes, rate guarantee through 1/1/2021
• Nationwide Supplemental Pet Insurance – Evergreen rate – no plan or cost changes in 2020 The Retiree Medical (Point of Service and HMO) plans have been with Health First Health Plans since 2009. There was no price increase to the Medicare plan rates in 2020. Staff is requesting that the Board authorize the CEO or his designee to execute employee and retiree health benefit plan insurance carrier agreements subject to legal review.
Financial Review by Mike Poole:
149
BoardRequest_Department_ItemNumber_MMDDYY P a g e | 2
Attachments:
Contract/Agreement: Granicus #2017- Reviewed by General Counsel Yes x No
Reviewed by Port Attorney Yes No
Department Approval: Amanda Brailsford-Urbina, VP, Human Resources, Recreation and Customer Experience
CEO Approval: John W. Murray, CEO
150
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number: 4.A
Department: Real Estate
Requested Action: Consideration of approving a 3-Year Lease Agreement for 3,750 square feetof warehouse space with RTJ Creations LLC at 720 Mullet Road, Unit M(Bays 3 and 4). The document has been reviewed and approved by GeneralCounsel and Port Attorney. (Scott Shepard)
Summary Explanation & Background:
The warehouse will be used to fabricate three dimensional art work made from plastics and various materials,and store related materials and equipment for fabrication. Jessie Saum, local artist and fabricator, has made aname decorating area restaurants including Junkanoos, Preacher Bar, 4th Street Filling Station and El Leoncitoand will use this warehouse to make his creations. Additionally, Richard Hensel of Fishlips, Rising Tide & Tapand Junkanoos at the Port, will be using the space to store restaurant and related equipment.
Tenant: RTJ Creations LLCLease Address: 720 Mullet Road, Unit M (Bays 3 and 4), Cape Canaveral, FL 32920Term: 3-Years (November 1, 2019 through October 31, 2022)Use: Fabricate 3D art work and storage of related materials and equipment for fabrication, plus storage of restaurant equipmentBuilding Area: 3,750 SF of warehouse space plus shared use of 6,000 SF of land for outside storageOption to Renew: NoneRight to Terminate: No
Base Rent Revenue: $ 86,931.56CAM/PIF Revenue $ 5,795.44Total Lease Revenue: $ 92,727.00
Capital Improvements by CPA: None
Recommendation: Staff recommends approval
Financial Impact: No
Reviewed by General Counsel: Yes
Reviewed by Port Attorney: Yes
151
Financial Review:
Attachments:
4A Cover Sheet.pdf
RE_Backup_10232019_Lease.pdf
152
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number: 4.A
Department: Real Estate
Requested Action: Consideration of approving a 3-Year Lease Agreement for 3,750 square feetof warehouse space with RTJ Creations LLC at 720 Mullet Road, Unit M(Bays 3 and 4). The document has been reviewed and approved by GeneralCounsel and Port Attorney. (Scott Shepard)
Summary Explanation & Background:
The warehouse will be used to fabricate three dimensional art work made from plastics and various materials,and store related materials and equipment for fabrication. Jessie Saum, local artist and fabricator, has made aname decorating area restaurants including Junkanoos, Preacher Bar, 4th Street Filling Station and El Leoncitoand will use this warehouse to make his creations. Additionally, Richard Hensel of Fishlips, Rising Tide & Tapand Junkanoos at the Port, will be using the space to store restaurant and related equipment.
Tenant: RTJ Creations LLCLease Address: 720 Mullet Road, Unit M (Bays 3 and 4), Cape Canaveral, FL 32920Term: 3-Years (November 1, 2019 through October 31, 2022)Use: Fabricate 3D art work and storage of related materials and equipment for fabrication, plus storage of restaurant equipmentBuilding Area: 3,750 SF of warehouse space plus shared use of 6,000 SF of land for outside storageOption to Renew: NoneRight to Terminate: No
Base Rent Revenue: $ 86,931.56CAM/PIF Revenue $ 5,795.44Total Lease Revenue: $ 92,727.00
Capital Improvements by CPA: None
Recommendation: Staff recommends approval
Financial Impact: No
Reviewed by General Counsel: Yes
Reviewed by Port Attorney: Yes
153
Financial Review:
Attachments:
RE_Backup_10232019_Lease.pdf
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number: 4.B
Department: Real Estate
Requested Action: Consideration of approving a Second Modification to Commercial LeaseAgreement for SMS International Shore Operations US, Inc.'s One YearCommercial Lease Agreement effective October 26, 2017, as amended, toextend the Lease for three (3) years, to September 30, 2022. The documenthas been reviewed and approved by General Counsel and Port Attorney. (Scott Shepard)
Summary Explanation & Background:
SMS International provides ground handling services for cruise liners and has operated at the Port for 2 years. They have been renewing annually and this will give them a 3-year window before their next renewal.
Tenant: SMS International Shore Operations US, Inc.Lease Address: 405 Atlantis Road, Unit C-113A, Cape Canaveral, FL 32920Term: 3-Years (October 16, 2019 through September 30, 2022)Use: Professional office space or general officesBuilding Area: 250 SF of office spaceOption to Renew: NoneRight to Terminate: No
Base Rent Revenue: $ 11,900.44CAM/PIF Revenue $ 1,144.27Total Lease Revenue: $ 13,044.71
Capital Improvements by CPA: None
Recommendation: Staff recommends approval
Financial Impact: No
Reviewed by General Counsel: Yes
Reviewed by Port Attorney: Yes
Financial Review:
176
Attachments:
4B Cover Sheet.pdf
RE_Backup_10232019_2nd Mod.pdf
177
Meeting Date
October 23, 2019
AGENDA ITEM REQUEST
Section:
Item Number: 4.B
Department: Real Estate
Requested Action: Consideration of approving a Second Modification to Commercial LeaseAgreement for SMS International Shore Operations US, Inc.'s One YearCommercial Lease Agreement effective October 26, 2017, as amended, toextend the Lease for three (3) years, to September 30, 2022. The documenthas been reviewed and approved by General Counsel and Port Attorney. (Scott Shepard)
Summary Explanation & Background:
SMS International provides ground handling services for cruise liners and has operated at the Port for 2 years. They have been renewing annually and this will give them a 3-year window before their next renewal.
Tenant: SMS International Shore Operations US, Inc.Lease Address: 405 Atlantis Road, Unit C-113A, Cape Canaveral, FL 32920Term: 3-Years (October 16, 2019 through September 30, 2022)Use: Professional office space or general officesBuilding Area: 250 SF of office spaceOption to Renew: NoneRight to Terminate: No
Base Rent Revenue: $ 11,900.44CAM/PIF Revenue $ 1,144.27Total Lease Revenue: $ 13,044.71
Capital Improvements by CPA: None
Recommendation: Staff recommends approval
Financial Impact: No
Reviewed by General Counsel: Yes
Reviewed by Port Attorney: Yes
Financial Review:
178
Attachments:
RE_Backup_10232019_2nd Mod.pdf
179
L357.2 405 Atlantis Road
SECOND MODIFICATION TO COMMERCIAL LEASE AGREEMENT
SMS International Shore Operations US, Inc.: 2nd Modification to Commercial Lease Page 1 of 4
THIS SECOND MODIFICATION TO COMMERCIAL LEASE AGREEMENT (the “Modification”) is entered into, executed and delivered as of the date last signed below (the “Effective Date”), by and between CANAVERAL PORT AUTHORITY, an independent special taxing district and political subdivision of the State of Florida (hereinafter referred to as “Landlord”), and SMS INTERNATIONAL SHORE OPERATIONS US, INC., a Delaware corporation (hereinafter referred to as “Tenant”). Landlord and Tenant are at times hereinafter referred to respectively as a “Party” and collectively as the “Parties”.
R E C I T A L S
WHEREAS, Landlord and Tenant are Parties to that certain Commercial Lease
Agreement with an effective date of October 26, 2017, as amended by First Modification to Commercial Lease Agreement dated November 13, 2018 (the “Lease”) for the lease of the Premises, as more particularly described in the Lease;
WHEREAS, the Parties desire to extend the Lease and adjust the monthly Base Rent; and
WHEREAS, any term not otherwise defined herein, shall have the meaning as set forth
in the Lease. NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as of the date hereof as follows:
1. Recitals. The Parties hereby acknowledge the accuracy of the above recitals and
incorporate same as substantive provisions of this Modification. 2. Paragraph 2.1 of said Lease is hereby amended as follows:
2. Term.
2.1 The Term of this Lease shall be extended and shall expire on
September 30, 2022.
3. Paragraph 3.1 of said Lease is hereby deleted in its entirety and replaced with the following:
3. Rent.
3.1 Tenant agrees to pay monthly base rent (“Base Rent”) and a
Common Area Maintenance Fee (“CAM”)/Port Infrastructure Fee (“PIF”), as shown in the table below:
180
L357.2 405 Atlantis Road
SMS International Shore Operations US, Inc.: 2nd Modification to Commercial Lease Page 2 of 4
Year Base Rent
CAM/PIF*
Total Monthly
Oct. 16, 2019-Sept. 30, 2020 $325.00 $31.25 $356.25 Oct. 1, 2020-Sept. 30, 2021 $334.75 $32.19 $366.94 Oct. 1, 2021-Sept. 30, 2022 $344.79 $33.15 $377.94
CAM shall include water, sewer, trash, common area maintenance such as
parking lot and landscaping. PIF shall include costs for maintaining Port property such as roads, holding ponds, etc.
4. No Other Modifications. The Lease is amended only to the extent set out in this
Modification. Except as hereby amended, no other term, condition or provision of the Lease shall be deemed modified or amended. In all other respects, the existing terms and conditions of the Lease shall remain in full force and effect. From and after the date hereof, all references in the Lease, and any other document or instrument entered into in connection therewith, to the Lease shall be deemed to be references to the Lease as amended by this Modification.
5. Counterparts. This Modification may be executed in multiple counterparts, each
counterpart of which shall be deemed an original and any of which shall be deemed to be complete of itself and may be introduced into evidence or used for any purpose without the production of the other counterpart or counterparts.
[SIGNATURE PAGE[S] FOLLOW]
181
L357.2 405 Atlantis Road
SMS International Shore Operations US, Inc.: 2nd Modification to Commercial Lease Page 3 of 4
IN WITNESS WHEREOF, the Parties have set their hands and seals this _____ day of
__________________________, 2019. “LANDLORD” CANAVERAL PORT AUTHORITY, an independent special taxing district and political subdivision of the State of Florida By: Micah Loyd, Chairman ATTEST: Robert Harvey, Secretary/Treasurer Date: (CORPORATE SEAL) STATE OF FLORIDA COUNTY OF BREVARD The foregoing instrument was acknowledged before me this _____ day of _______________________, 2019, by Micah Loyd and Robert Harvey, as Chairman and Secretary/Treasurer, respectively, of the CANAVERAL PORT AUTHORITY, an independent special taxing district and political subdivision of the State of Florida, who is known to me personally or produced ___________________ as identification.
____________________________________ NOTARY PUBLIC-STATE OF FLORIDA Printed Name: _________________________ Commission No.: Commission Expires:
182
FloridaMiami-Dade
Samuel MifsudPresident
183