AGENDA - Tampa Hillsborough Expressway Authority...The Tampa-Hillsborough County Expressway Authority held a public meeting at 1:30 p.m. on February 27, 2017at the Authority’s Transportation

TAMPA - HILLSBOROUGH COUNTY EXPRESSWAY AUTHORITY

BOARD MEETING March 27, 2017 at 1:30 P. M.

1104 East Twiggs Street, First Floor Board Room Tampa, Florida 33602

AGENDA

If any person wishes to address the Board, a sign-up sheet has been provided at the entrance of the meeting room. Presentations must be limited to three minutes. When addressing the Board, please state your name and address and speak clearly into the microphone. If distributing additional backup materials, please furnish 10 copies for the Authority members and staff. Any person who decides to appeal any decision of the Authority with respect to any matter considered at its meeting or public hearing will need a record of the proceedings and, for such purpose, may need to hire a court reporter to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which an appeal is to be based.

I. CALL TO ORDER, INVOCATION and PLEDGE OF ALLEGIANCE

II. PUBLIC INPUT / PRESENTATIONS

A. Lynne Paul – Remembrance

B. Introduction – THEA Interim CFO, Amy Lettelleir

III. APPROVAL OF MINUTES OF THE FEBRUARY 27, 2017 BOARD MEETING IV. INFORMATIONAL / ACTION ITEMS

A. Chairman of the Board – Vincent J. Cassidy

1. Interim Financial Assistance (Attachment) - Joe Waggoner, Executive Director

Purpose: Financial services needed to assist THEA throughout the recruitment phase. Funding: Operating Budget: $200,000 Action: Authorize Executive Director to secure interim financial services needed

during the recruitment transition process for new Chief Financial Officer. 2. Financial Audit Services - Joe Waggoner, Executive Director

Purpose: To extend the current financial audit services contract between THEA and

Rivero, Gordimer and Associates for a period of seven months (July 2017 – January 2018) as not to disrupt the essential operations of THEA due to the search for a new Chief Financial Officer. The current term of the financial audit services contract is through 6/30/17.

Funding: Fiscal Year 2018 Administrative Budget: $48,000

Tampa-Hillsborough County Expressway Authority Agenda March 27, 2017

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Action: Authorize staff to extend the current financial audit services contract between THEA and Rivero, Gordimer and Associates for a period of seven months (July 2017 – January 2018).

B. General Counsel – Chairman Vincent Cassidy / Patrick Maguire

1. Disclosure Counsel Services RFQ - (Attachment) Patrick Maguire

Purpose: To provide disclosure counsel services relative to the primary debt offerings in

regards to the Selmon West Extension project. Funding: No Funding ~ payment from bond issue Action: a) Approve the Evaluation Committee’s recommendation for ranking of the

firms as follows: Total Averaged Firm Name Score Score

1. Nabors Giblin & Nickerson 276 92.0 2. Bryant Miller Olive 266 88.7 3. Gray Robinson 258 86.0 4. Holland & Knight 256 85.3 5. Machena & Graham 251 83.7

b) The Board selects Nabors Giblin & Nickerson and directs staff to begin

contract negotiations. If negotiations are unsuccessful, staff shall negotiate with the next highest ranking firm, if necessary. Contract execution is subject to final review and approval of THEA General Counsel.

2. Issuer Counsel Services RFQ - (Attachment) Patrick Maguire

Purpose: To provide issuer counsel services relative to the primary debt offerings in

regards to the Selmon West Extension project. Funding: No Funding ~ payment from bond issue

Action: a) Approve the Evaluation Committee’s recommendation for ranking of the

firms as follows:

Total Averaged Firm Name Score Score

1. Gray Robinson 276 92.0 2. Bryant Miller Olive 269 89.7 3. Holland & Knight 254 84.7


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b) The Board selects Gray Robinson and directs staff to begin contract negotiations. If negotiations are unsuccessful, staff shall negotiate with the next highest ranking firm, if necessary. Contract execution is subject to final review and approval of THEA General Counsel.

C. Operations & Maintenance Committee – Bennett Barrow, Chair / David May, P.E., Staff

1. Selmon West Extension (SWE) Mitigation Credits - David May, P.E., Staff

Purpose: Purchase mitigation bank credits in the amount of $35,000 from Tampa Bay Mitigation Bank for wetland impacts for the Selmon West Extension project.

Funding: Capital Project Budget: $35,000 Action: Approval of the purchase of the mitigation bank credits from the Tampa Bay

Mitigation Bank. 2. Approval of the City of Tampa Agreements for the Selmon West Extension Project

(Attachment) – David May, P.E., Staff

Purpose: Approval of the Local Funding Agreement, Memorandum of Agreement MOA), and the Sublease with the City of Tampa as they relate to the Selmon West Extension Project and delegate to Chairman or Executive Director the authority to execute same in an effort to keep the project on schedule.

Action: a) Board approval of the Local Funding Agreement and MOA with the City

of Tampa for the inclusion of certain specified construction plans of the City of Tampa for improvements at the Intersection of Gandy Boulevard and West Shore Boulevard in the RFP and LOI for the Selmon West Extension Project and delegate to Chairman or Executive Director the authority to execute same.

b) Board approval of the Sublease with the City of Tampa for the subject

parcels located at the east end of the Gandy Bridge and delegate to Chairman or Executive Director the authority to execute same.

D. Public Outreach & Communications – Vincent Cassidy, Interim Chair / Sue Chrzan, Staff

1. Resolution #654 Honoring John Garcia (Attachment) - Sue Chrzan

Action: Adoption of Resolution #654 honoring John Garcia.


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V. STAFF REPORTS

A. Operations & Maintenance (Dave May, P.E.)

1. MPR Results

2. Brandon & Meridian Resurfacing Update

3. REL Cleaning Update

4. Dog Park Construction Update

5. Access Control Network Replacement Update

B. Financial / Traffic & Revenue (Amy Lettelleir) 1. Finance Report

2. Traffic & Revenue Report

C. Communications (Sue Chrzan)

1. Lights on Tampa Award from Planning Commission

2. USF/Selmon Expressway Balsa Wood Bridge Building Competition

3. Shop Gandy Initiative

4. Facebook Poll

D. Toll Operations (Rafael Hernandez) 1. Update Toll Operations Report as of January 2017

VI. EXECUTIVE REPORTS

A. Executive Director (Joe Waggoner) 1. Toll Index Report – (Attachment) 2. Contracts Reporting a. Contract Increases & Changes (No Report) - Construction / Capital Improvements - Continuing


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b. Upcoming Renewals & Expirations (No Report) c. Contract Close-out Report (No Report)

B. General Counsel (Patrick Maguire)

C. Chair (Vincent Cassidy, Chair)

1. Upcoming Meetings (Attachment)

• Committees as a Whole Meeting – April 10, 2017 at 1:30 p.m. • Board Meeting – April 24, 2017 at 1:30 p.m.

VII. OLD BUSINESS

VIII. NEW BUSINESS

IX. ADJOURNMENT

Minutes

February 27, 2017

DRAFT Tampa-Hillsborough County Expressway Authority

Minutes of February 27, 2017 Board Meeting 1104 E. Twiggs Street

Tampa, FL 33602

The Tampa-Hillsborough County Expressway Authority held a public meeting at 1:30 p.m. on February 27, 2017, at the Authority’s Transportation Management Center, 1104 E. Twiggs Street, Tampa, Florida. The following were present: BOARD: Vincent Cassidy, Chair Daniel Alvarez, Sr., Secretary Bennett Barrow Tampa Mayor Bob Buckhorn Commissioner Lesley “Les” Miller FDOT District VII Secretary Paul Steinman STAFF: Joe Waggoner, Patrick Maguire, Lynne Paul, David May, Bob Frey, Susan Chrzan, Rafael Hernandez, Debbie Northington, Max Artman, Man Le, Shari Callahan, Donna Obuchowski, Susan Chase, Elizabeth Gray, BJ Lamb, Anna Quinones ACTIVE TRANSPORTATION: Christine Acosta AMERICAN CONSULTING: David Bredohl, Chris Salicco ARDAMAN & ASSOC.: Whitney Stevens ATKINS: Tom Delaney BANK OF AMERICA/MERRILL LYNCH: Amanda Schlang, Coleman Cordell, Cory Czyzewski CITIGROUP: Kevin Dempsey FIRST SOUTHWEST: Ed Stull GLF: Mike Hill GROUND WORKS: Scott Hakness HARDESTY-HANOVER: J. Raoofi HNTB: Jim Drapp, Al Stewart JP MORGAN: Nathaniel Johnson LOOP CAPITAL: Rob Walsh MORGAN STANLEY: J.W. Howard PLAYBOOK: Sally Dee RAYMOND JAMES: Natalie Sidor SIGMA: Amir Kangari SOUTH TAMPA CHAMBER: Kelly Flannery, Mike Jenkins, Jen McDonald ST. PETE CHAMBER: Martin Bodey SUPERIOR: Matt Persing, Ryan Hamrich WADE TRIMING, INC.: John Melendez, Kevin Coughlin WSP/PB: Christina Kopp OTHER: Masoud Foroughi, Travis Norton

Tampa-Hillsborough County Expressway Authority Minutes of February 27, 2017

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I. CALL TO ORDER, INVOCATION and PLEDGE OF ALLEGIANCE

Chairman Vincent Cassidy called the meeting to order at 1:32 P.M., followed by General Counsel Maguire leading in the Invocation and recitation of the Pledge of Allegiance.

II. PUBLIC INPUT / PRESENTATIONS

Chairman Cassidy called to the podium Mr. Jenkins who had signed up to publicly address the Board. Mr. Jenkins introduced himself as Chairman of the Board of the South Tampa Chamber of Commerce and Sales Manager at Caldeco Air Conditioning and Heating who operates over thirty vehicles in the South Tampa area and throughout the Gandy Corridor. Mr. Jenkins stated they believe transportation improvements are priority to the Chamber, for Caldeco Air, and for the entire region. He stated they feel strongly that the long-term benefits of the Selmon West Extension project outweigh the short-term construction and will ultimately provide both relief and connectivity to both sides of the bay. Chairman Cassidy thanked Mr. Jenkins and called Ms. Flannery to the podium who also signed up to publically address the Board. Ms. Flannery introduced herself as the President and CEO of the South Tampa Chamber of Commerce here today representing more than six hundred businesses and twelve hundred individuals across the Tampa Bay area. The South Tampa Chamber supports the Selmon extension project with several new businesses recently opening along the Gandy corridor including a large church and a craft brewery since the last time Ms. Flannery was here. The local traffic to visit these destination locations will only increase over time. By removing a portion of the commuter traffic from the roadway, the South Tampa Chamber believes local customers will be more likely to utilize and support the businesses along Gandy, many of which are small, local and start-up businesses. Additionally, several residential communities are planned to be developed both to the immediate north and south of the Gandy corridor over the next few years bringing thousands of additional new residents to South Tampa. The Chamber feels that a timely solution must be implemented in order to not only sustain but improve the quality of life for the current and future residents of South Tampa. The elevated roadway will also allow for a more effective evacuation route for Pinellas County residents opening up Gandy Boulevard and South Tampa roads for the local residents should a major weather event occur. After several years of discussion with THEA and the businesses along Gandy Boulevard, the Chamber feels the Selmon extension will provide much needed relief. Since the Chamber’s announcement in support of this program last June, they have received 100% support of this project and positive feedback from their members. As the project progresses, the Chamber’s number one priority will be to continue to educate and support these businesses, in fact work has already begun on a Shop Gandy Campaign in partnership with the South Tampa, Greater Tampa, Greater Brandon and St. Petersburg Chambers which Ms. Flannery looks forward to presenting to THEA’s Board at a future meeting. The South Tampa Chamber of Commerce looks forward to working in partnership with THEA and these community organizations to make the process as seamless as


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possible for both businesses and residents most affected during the planning and execution of this project. Chairman Cassidy thanked Ms. Flannery and invited Ms. McDonald to the podium who also signed up to publically address the Board. Ms. McDonald introduced herself as a local resident of South Tampa who also runs her business out of Tampa as well as being on the Board of Directors of the South Tampa Chamber of Commerce. Ms. McDonald stated she currently avoids using Gandy Boulevard during rush hour. So instead uses other avenues to fulfill her shopping needs during that time of day. She believes the improvement THEA is about to make will greatly improve her opportunity to shop in the area and participate as a citizen and a local resident using those amenities to their fullest extent. Ms. McDonald also looks forward to the opportunity to not have to sit in the traffic and traffic lights when travelling to the beaches. Chairman Cassidy thanked all the members of the South Tampa Chamber who are out in full support. Lastly, Chairman Cassidy called Ms. Acosta the podium who also signed up to publically address the Board. Ms. Acosta introduced herself as the Executive Director of Walk Life Tampa and thanked the Board for allowing her a few moments to express her support. Ms. Acosta explained Walk Life Tampa is a citizens-based advocacy and educational organization whose vision is a Tampa in which any person of any age or ability may walk or bike from anywhere to anywhere. In order for this, Walk Life Tampa is working with all enterprises to proactively design and protect the most vulnerable users and move Tampa permanently off of the Dangerous by Design Report. Ms. Acosta is here to express gratitude and appreciation for the work done by THEA as a group as it pertains to healthy, walkable green spaces. The terminology for transportation where it is of our own making and our personal energy is now called “active transportation” and Ms. Acosta is appealing to THEA as leaders and innovators in our community becoming so widely recognized not only in the Tampa Bay area but on a worldwide level for innovation and asking that THEA include innovation as it pertains to active transportation in and around all of their projects. The Selmon Greenway is great example of this. The Pocket Parks that are planned, the reduction or elimination of trucks using small neighborhood roads (i.e. in and out of Hyde Park), are all greatly appreciated so, thank you. Chairman Cassidy mentioned the content of today’s Board Meeting includes an Agenda item involving the Pocket Parks and the Greenway. There has been quite a bit of discussion regarding the Pocket Parks and Greenway being sure THEA is making the right investments for our community. Chairman Cassidy invited Ms. Acosta to attend the rest of the meeting to get an update on the status of the Selmon Greenway Pocket Parks and thanked her for her comments and support.

III. APPROVAL OF MINUTES OF THE JANUARY 23, 2017 BOARD MEETING


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Mr. Barrow moved for approval of the January 23, 2017 Board Meeting Minutes, seconded by Mr. Alvarez. The motion passed unanimously.

IV. INFORMATIONAL / ACTION ITEMS

A. Operations & Maintenance Committee – Bennett Barrow, Chair / David May, P.E., Staff

1. Approval of Selmon West Extension (SWE) State Environmental Impact Report

(SEIR) Re-Evaluation Document – Bob Frey, Staff

Mr. May reported the first item brought before the Board is approval of the State Environmental Impact Report. This has been reviewed and submitted to the Department of Transportation previously as the Gandy Connector now identified as the Selmon West Extension. As part of the process a reevaluation was performed of the environmental impact from the original performed in 2010. The report has been reviewed and presented for your approval which outlines the corridor, the alignment of the corridor and the fact that there are no new additional environmental impacts as a result of the proposed design. There is no funding associated with this item at this time.

Commissioner Miller made the following motion, seconded by Florida Department of Transportation District VII Secretary Steinman for approval of the reevaluation of the SEIR document.

Mr. Waggoner thanked District VII and Florida Department of Transportation Central Office for their assistance and helping this agency work through the process. Mr. Waggoner stated “They have been of great aid to us.”

There being no questions the motion passed unanimously.

2. Adoption of Resolution #653 Authorizing THEA to Accept Route Identified in SEIR

Mr. May explained the next step in the process is to have a Resolution authorizing THEA to accept the route that is identified in the SEIR. The purpose of this is to obtain such a Resolution adopting this route as per our enabling legislation. There is no funding required for this effort.

Commissioner Miller made the following motion, seconded by FDOT District VII Secretary Steinman authorizing Adoption of Resolution #653, as contained in the Board Packet, to approve preferred Selmon West Extension route and authorize the Board Chairman to execute same. There being no questions or comments the motion passed unanimously.

3. Approval of Shortlist Recommendations and subsequent payment of stipend for Selmon West Extension (SWE) Design Build Teams


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Mr. May reported the selection process for the SWE Design Build contract started with a Letter of Interest (LOI) submitted by interested Design Build Firms. The technical review committee (composed of THEA and FDOT representatives) then ranked the LOI’s and the top four ranked teams are authorized to go forward to prepare responses to the request for proposal. The teams not selected during the final selection process will receive stipends in accordance with the FDOT design build stipend calculations. The stipend amounts for this project will be $446,500 each for the firms ranked 2-4. The funding will be from the Capital Project Budget for a total of $1,339,500. Mr. May reviewed the scoring criteria.

Mr. Alvarez made the following motion, seconded by FDOT District VII Secretary Steinman approving the Evaluation Committee’s recommendations for ranking of the Letter of Interest (LOI) and to authorize stipends in the amount of $446,500 each to be awarded to the number 2, 3 and 4 teams per the final scoring of the technical, schedule and price proposals as follows: 1. Kiewit/AECOM; 2. Sacry/GLF; 3. Traylor Bros./Granite/Parsons; and 4. Superior/FIGG submitted by interested Design Build Firms

Chairman Cassidy questioned if any of the four teams are doing any work in the community on any nearby projects. Mr. May explained most are working in the area. Chairman Cassidy explained the Board has spent quite a bit of time getting behind the process and learning at the recent Committees as a Whole Meetings and workshops and feels comfortable the Board is up to speed.

There being no further questions, the motion passed unanimously.

4. Approval of Task Work Order to HNTB to prepare Engineers Report required for Bond Issuance for the Selmon West Extension (SW) Project.

Mr. May reported an Engineer’s Report is required as part of the package of information needed for the bond issuance process. HNTB, will be tasked with preparing the report which evaluates the consistency of the proposed plans with the intent of the Selmon West Extension (SWE) project. Funding will be provided from the Capital Project Budget in the amount of $40,000.

Mr. Bennett made the following motion, seconded by Commissioner Miller approving the Task Work Order with HNTB in an amount not to exceed $40,000 to prepare the Engineers Report evaluating the consistency of the proposed plans with the intent of the SWE project required as part of the package of information needed for the bond issuance. There being no questions the motion passed unanimously.


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5. Intelligent Transportation System (ITS) Network Consulting Services

Mr. May explained THEA needs consultant support for the projects that are underway currently including DMS, replacement of the overhead signs, camera installation and for the access control system software upgrade. These all require consulting support which was recognized in the work program. The contract and work orders were not adjusted at the beginning of the year to take into account the needs for the consultant services. These services were combined into one total amount not to exceed $226,000 for the remainder of this year and into next year enabling the contracts to be in line with the work program.

Commissioner Miller made the following motion, seconded by Mr. Alvarez approving authorization to issue task work orders to Lucent Group Inc. for consultant services on ACCS, DMS and camera replacement projects.

There being no questions the motion passed unanimously.

6. Florida’s Tolling Centralized Customer Service System (CCSS) Mr. Hernandez presented the continuation of the Florida Centralized Customer Service System which was approved as Memorandum of Understanding in 2012 and early 2016 expenditures were approved to implement the system. Authorization to continue and advance the project to the go-live milestone which will include software development and integration of systems between THEA, Florida Turnpike and Miami Dade Expressway Authority. The Task Order for this work will be completed in two phases: Phase I project for approximately $97,000; and Phase II approximately $69,000. Total cost for the project will be funded from the Capital Project Budget not to exceed $166,864.

FDOT District VII Secretary Steinman made the following motion, seconded by Mr. Alvarez approving task work orders as follows: a) TransCore to provide engineering support services for the amount not to exceed $137,333; and b) Atkins to provide project management support for the amount not to exceed $29,531.

Mr. Bennett noted in general when reviewing capital expenditures to upgrade equipment with both Mr. Hernandez and Mr. May, he feels very comfortable with the numbers and commends them both for an excellent job. Mr. Hernandez added in order to close the project there is an outstanding item which will be brought to the Board separately in the next month following the fine-tuning of the technical requirements discovered by the work group last month. Mr. Cassidy questioned if this meant an additional expenditure to complete the project. Mr. Hernandez confirmed that would be the case.


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There being no further questions, comments or discussion, the motion passed unanimously.

6. Selmon West Extension (SWE) Tolling Systems

Mr. Hernandez explained this item is requesting authorization to contract with Engineering Consultants to provide support services related to the development of the toll system for the extension for the Lee Roy Selmon Expressway to include the technical requirements that will be needed to issue the RFP to design, implement, test, and roll out to operational maintenance all the systems needed for the SWE Project. Funding will be from the Capital Project Budget in the amount not to exceed $257,412.

Mr. Alvarez made the following motion, seconded FDOT District VII Secretary Steinman authorizing THEA staff to issue a task order for Atkins to provide engineering support services for the amount not to exceed $245,412.

Mr. Alvarez requested confirmation this item is for the tolling side of the SWE Project and the short-ranking list is to build and that this item is a separate cost not associated with the other. This item is a study to find out what we need to toll. Mr. Hernandez confirmed this was correct.

There being no further questions, comments or request for clarification, the motion passed unanimously.

B. Planning Committee – Bob Frey, Staff

1. Design-Build Selmon Greenway Pocket Parks Services

Mr. Frey explained this item is to add the first five (5) pocket park facilities along the Selmon Greenway beginning at the west end in Downtown Tampa’s Central Business District and ending near the center of the Selmon Greenway adjacent to the Channelside District. The design shall include, but not be limited to, landscape design, lighting design, site plan design for grading, paving, and drainage; signing and pavement marking, and demolition. The funding for this project is $1,756,575 plus 10% contingency.

Mr. Alvarez made the following motion, seconded by FDOT District VII Secretary Steinman for: a) The approval of the Evaluation Committee’s recommendation for ranking as follows: 1. Ajax Paving Industries of FL, LLC, 6505; and 2. Vivid Consulting Group, 7563; and b) The Board selects Ajax Paving Industries (Ajax), and directs staff to begin contract negotiations for an amount not to exceed $1,932,232. Contract is subject to available funding and fiscal year budget approvals. Ajax will apportion approximately 5.4% of contract dollars to SBE(s). If negotiations are


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unsuccessful, staff shall negotiate with the second-ranked firm, if necessary. Contract execution is subject to final review and approval of THEA General Counsel.

Chairman Cassidy noted his initial reaction to this amount of money in the beginning recollecting the first bid was $1,800,000, but after touring the independent parks along the Greenway now realizes the amount of money it will take. Chairman Cassidy stated it seems like the right thing to do to return as much greenspace to our city. Research indicates THEA will be paying less than other city parks as well. Mr. Frey noted it is an average of $2.00 per foot. Mr. Frey also noted this was the second time this project was advertised. Mr. Waggoner reiterated the contract will be for the $1,756,575. Mr. Alvarez noted this is one of those things where you think to yourself it is not a transportation issue and therefore not in our scope, but in reality this is a leadership issue and we are part of the overall solution that brings all eyes on Tampa and in fact we were just slotted for being a frontrunner. Mr. Alvarez stated he finds this type of project to be less of an expenditure and more of an investment. Mr. Alvarez also noted this is an extension of our Mission and presents THEA as more than a highway. Chairman Cassidy quoted Ms. Acosta from earlier this afternoon in that “walking and biking are other modes of transportation”, and believes this project addresses that as well. Mr. Waggoner noted this Greenway gives them a means to navigate the city in a more safe friendly way.

There being no further questions, comments or request for clarification, the motion passed unanimously.

2. Connected Vehicle (CV) Pilot Deployment – Phase 2 & 3 – Board Member Travel

Mr. Frey explained the USDOT identified outreach events for the CV Pilot Deployment - Phase 2 & 3 include THEA’s participation in the exhibitor’s booth at the 2017 SXSW Interactive Festival in Austin, Texas March 10-19, 2017. As newly appointed Chair of the Planning Committee, Mr. Alvarez will be attending the CV Pilot presentation to provide Board Member’s representation as well as perspective on the CV Pilot Deployment at this USDOT outreach event.

FDOT District VII Secretary Steinman made the following motion, seconded Mr. Barrow authorizing Board Member, Mr. Alvarez, to attend the 2017 SXSW Interactive Festival in Austin, Texas, March 10, 2017 to March 13, 2017 to achieve a Board perspective on the CV Pilot Deployment. There being no questions the motion passed unanimously.

C. Budget & Finance Committee – Commissioner Les Miller, Chair / Lynne Paul, Staff


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1. Underwriting Services RFQ

Ms. Paul reported Underwriting Services were necessary to assist the Authority in the structuring, marketing and sale of negotiated sales of bonds to meet the financing requirements of the Selmon West Extension project. Ms. Paul explained the raking of the firms to include toll experience, professional experience, marketing and distribution, understanding of the work, and other (i.e. contributions to Tampa Bay area, etc.). The Evaluation Committee selected the top five firms and one SBE firm.

Commissioner Miller made the following motion, seconded by Mr. Alvarez for a) Approval of Evaluation Committee recommendation for ranking of the firms as follows: Bank of America, 300; Citigroup, 294; JPMorgan, 289; Morgan Stanley, 284; Raymond James, 276; RBC Capital, 273; Loop Capital*, 268; Wells Fargo, 265; PNC Capital Market, 258; Stifel Nicolaus & Co., 252; Robert Baird & Co., 231; Suntrust Robinson Humphrey, 229. b) The Board selects the top five (5) firms and one certified Small Business Enterprise (SBE) firm and directs staff to begin contract negotiations. Contract is subject to available funding and fiscal year budget approvals. If negotiations are unsuccessful, staff shall negotiate with the next highest ranked firm, if necessary. Contract execution is subject to final review and approval of THEA General Counsel. * SBE: Minority & Woman Owned Business

Chairman Cassidy asked for clarification if the Board was selecting or is the Board ratifying what the Committee is stating. General Counsel Maguire stated the Board is being asked to approve the selection ranking of the Evaluation Committee and therefore making the final decision. This listing is the recommendations of the Evaluation Committee which are public meetings. Chairman Cassidy then clarified no Board Member participated in the ranking of these firms. General Counsel Maguire concurred.

There being no further questions, comments or discussion, the motion passed unanimously.

V. STAFF REPORTS

A. Operations & Maintenance (Dave May, P.E.)

Mr. May provided a brief update on the SWE schedule. Mr. May explained the graph and noted delays were intentional and explained going to a second industry forum to better define what THEA envisioned for the project and allowed more time for the teams to organize in order for a better response. Otherwise, Mr. May explained, everything is tracking quite well.


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Mr. May explained currently in the middle of the resurfacing project for Brandon Parkway and Meridian. Hubbard Construction was awarded this project. Mr. May noted the vendor is ready to start the second phase of power washing the underside of the REL with an expected start date of March 5, 2017. With respect to the Selmon West, Shenandoah is working on cleaning the box culvert in order to properly videotape and establish a baseline of the condition. They are well underway and expect another two weeks to near completion.

B. Financial / Traffic & Revenue (Lynne Paul)

Ms. Paul reported information provided in the packets is through December 31, 2016. Spending is where expected and there is cash and investments sufficient to meet the needs of the Authority. Revenue is running approximately 61/2% higher than last year and 3% over seasonal projected. Transactions are 4% over last year.

C. Communications (Sue Chrzan) Ms. Chrzan noted the media mentions since September 2016. The Florida Automated

Vehicle Summit had viewership of over 1.7 million for the different articles that ran which equates to approximately $120,000 value. The annual report was provided to each Board Member hot off the press. The infographic will be out on press release towards the end of the week.

Ms. Chrzan presented information on the Road Ranger Assists. This service is available on

the system Monday through Friday from 6:30 am to 6:30 pm. The slides were reviewed indicating as we have grown in traffic, we have also grown in Road Ranger assists from a little less than 600 in 2014 to over 750 in 2016.

D. Toll Operations (Rafael Hernandez) Mr. Hernandez reviewed toll transaction data for the month of December 2016 when compared year to year the number of Sunpass accounts continued to increase. Data provided by the Florida Department of Transportation for 2015 Annual Average Daily Traffic (AADT) for the Selmon represents approximately 62% of the volume handled by I-4 and approximately 348% more than Adamo Drive. With the addition of the I-4 connector we recognize more traffic is coming to the east section of the Selmon. Mr. Hernandez reviewed December 2016 Average Daily Traffic reporting on the west section continue to increase (6.3%) compared to last year and the east section 6.6%. Average daily traffic for the month of December was 98,000 per day.


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VI. EXECUTIVE REPORTS

A. Executive Director (Joe Waggoner)

Mr. Waggoner had no new report.

B. General Council (Patrick Maguire) Mr. Maguire had no new report. C. Chair (Vincent Cassidy, Vice-Chair)

1. Upcoming Meetings

• Committees as a Whole Meeting –

Chairman Cassidy noted there will be no need for the March 13, 2017 Committees as a Whole meeting; and therefore the next meeting will be held on March 27, 2017.

• Board Meeting – March 27th, 1:30 p.m. VII. OLD BUSINESS

A. Mr. Alvarez questioned the status of the Dog Park. Mr. Waggoner stated the start date is

early March, 2017 with a target completion date of May 1, 2017.

B. Mr. Alvarez questioned traffic patterns on the eastside and the possibility of adding a toll to reduce travelers from I-4 and 301 area of the Selmon. Mr. Waggoner responded noting a Selmon East Section Study underway currently. This is to look at the challenges on the eastside. In response, we are working on it although it may be just a while before we come back with the analysis.

There being no further business to come before the Board, Chairman Cassidy adjourned the meeting at 2:01 p.m.

MINUTES OF THE FEBRUARY 27, 2017 AUTHORITY BOARD MEETING APPROVED: ______________________________ Chair: Vincent Cassidy ATTEST: ______________________________ Secretary: Daniel Alvarez DATED THIS ___27___DAY OF ___March _, 2017

IV. A. 1.

Interim Financial Assistance

Purpose: Financial services needed to assist THEA throughout the recruitment

phase.

Funding: Operating Budget: $200,000

Action: Authorize Executive Director to secure interim financial services

needed during the recruitment transition process for new Chief

Financial Officer.

March 7, 2017 Joe Waggoner, Executive Director Tampa-Hillsborough County Expressway Authority 1104 East Twiggs Street, Suite 300 Tampa, Florida 33602 Dear Mr. Waggoner: In addition to our financial statement audit, we propose the following fee schedule for ad-hoc services outside the scope of our financial statement audit for the period March 1, 2017 – December 31, 2017. Our discounted hourly rates vary to the degree of responsibility involved and the experience levels of the personnel assigned are as follows:

Shareholder $175 Manager $125 Staff $ 70 Clerical $ 40

We appreciate the opportunity to be of service to Tampa-Hillsborough County Expressway Authority.

Very Truly Yours, RIVERO, GORDIMER & COMPANY, P.A. Jonathan E. Stein

Agreement for Consultant to Serve as

Interim Chief Financial Officer

This Agreement ("Agreement") is made and entered into as of this C{Ou, "td$À ,2017,by and between the Tampa-Hillsborough County Expressway Authority ("Authority"), a bodypolitic and corporate of the State of Florida, organized and existing under the Laws of Florida,whose address is 1104 East Twiggs Street, Suite 300, Tampa, Florida, 33602 and Amy E. Lettelleir("Consultant"), ân individual in the State of Florida, whose address is 430 3'd Avenue South, Unit349, St. Petersburg,FL 33701.

RECITALS

V/HEREAS, Pursuant to Section 348.54, Florida Statutes, the Authority has been grantedthe power to make contracts of every name and nature and to execute all instruments necessary oîconvenient for the conduct of its business and for carrying out the purposes of the Authority; and

V/HEREAS, the Authority has determined that it is in its best interest to retain theConsultant to serve as an Interim Chief Financial Officer for the Authority; and

WHEREAS, the Consultant agrees to provide the services in accordance with the termsand rate stated herein.

NOW THEREFORE, for and in consideration of the mutual benefits that flow each to theother, the parties covenant and agree as follows:

1. The above recitals are true and correct and are incorporated herein.

Compensation: The Consultant is retained by the Authority to provide financialmanagement services to the Authority in accordance with this Agreement. TheAuthority agrees to compensate the Consultant for services rendered at a salary of$4,400 per week paid bi-weekly. The salary includes, but is not limited to, all costsassociated with the services including all labor, expertise, knowledge, overhead, profitand compensation for services rendered.

Services: Services shall be those necessary for the Authority. Services will berequested by the Authority on an as-needed basis. The Authority as its option mayelect to have the services set forth herein performed by other consultants, contractorsor Authority staff.

The Consultant shall function as an extension of the Authority's staff by providingtechnical and professional services as necessary under the terms of this Agreement.The Consultant shall be expected to operate without extensive oversight and directionand to represent, advance, and fuither the interests of the Authority throughout allaspects and phases of the Work.

2.

J

1

4

6.

7

8

The Authority will be entitled at all times to be advised, at its request, as to the statusof work being done by the Consultant and of the details thereof. Coordination will be

maintained by the Consultant with the Authority, or other representatives as designatedby the Authority.

Term: The term of this Agreement shall commence upon March 13,2017 ("EffectiveDate") and continue for six months with options to renew on a monthly basis.

5. Insurance: There are no insurance requirements for this Agreement.

Standards of Performance: The Consultant represents and covenants that the servicesto be provided herein shall be performed in accordance with the generally acceptedstandards of ethical and professional practice and in accordance with all applicablelaws, rules, regulations, ordinances, codes, decrees, policies, standards or otherguidelines issued by those governmental agencies having jurisdiction over all or anyportion of the services.

Termination: This Agreement may be terminated by either party at any time upon 30days' written notice.

Venue and Applicable Law: This Agreement shall be governed and construed by thelaws of the State of Florida. Venue of any judicial proceedings arising out of thisAgreement shall be in Hillsborough County, Florida.

The Consultant shall observe and comply with applicable provisions of all publishedfederal, state and local laws, rules and regulations which govern or apply to the servicesrendered by Consultant hereunder.

Independent Consultant: Services rendered by the Consultant shall be rendered as anindependent Consultant and not as an employee for purposes of any tax or contributionlevied by the Federal Social Security Act or any coresponding state law with respectto employment or compensation for employment.

9

10

11.

Ownership of Documents: All documents resulting from this Agreement will becomethe sole property of the Authority. The Consultant grants the Authority a non-transferable, limited copyright license to make or have made copies of anycopyrightable materials delivered under this Agreement and specifically marked by theConsultant as "Reproduction Auth orized."

Public Records: All documents, papers, letters, or other material associated with thisAgreement are subject to the applicable provisions of Chapter 119, Florida Statutes.

The Consultant shall comply with the provisions of Chapter 119, Florida Statutes, andshall permit public access to all documents, papers, letters, or other material subject tothe provisions of Chapter 119, Florida Statutes, made or received in conjunction with

2

12.

t3

14.

this Agreement. Specifically, if the Consultant is acting on behalf ofthe Authority, theConsultant must:

(a) Keep and maintain public records that ordinarily and necessarily would be requiredby the Authority in order to perform the services being performed by theConsultant;

(b) Provide the public with access to public records on the same terms and conditionsthat the Authority would provide the records and at a cost that does not exceed thecosts provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

(c) Ensure that public records that are exempt or conf,rdential and exempt from publicrecords disclosure requirements are not disclosed except as authorized by law.

(d) Meet all requirements for retaining public records and transfer, at no costs, to theAuthority all public records in possession of the Consultant upon termination of theAgreement and destroy any duplicate public records thatare exempt or confidentialand exempt from public records disclosure requirements. All records storedelectronically must be provided to the Authority in a format that is compatible withthe information technology systems of the Authority.

(e) The Consultant shall promptly provide the Authority with a copy of any request toinspect or copy public records in possession of the Consultant and shall promptlyprovide the Authority a copy of the Consultant's response to each such request.

The Consultant's failure to grant such public access will be grounds for immediatetermination of this Agreement by the Authority.

Release of Information: The Consultant shall make no statements, press releases, orpublicity releases concerning the Agreement, the Work, or their subject matter orotherwise disclose or permit to be disclosed any of the data or other informationobtained or furnished in compliance with the Agreement, or any particulars thereotduring the Term of the Agreement or anytime thereafter, without first discussing withthe Authority.

Unauthorized Aliens: The Authority will consider the employment by any Consultantof unauthorized aliens a violation of Section 274A(e) of the Immigration andNationality Act. Such violation is cause for unilateral cancellation of the Agreementby the Authority, if the Consultant knowingly employs unauthorized aliens.

Severability: If any provision ofthe Agreement is held invalid, the remainder shall notbe affected thereby if such remainder then continues to conform to the terms andrequirements of applicable law.

Public Entity Crime: A person or affiliate who has been placed on the convicted vendorlist following a conviction for a public entity crime may not submit a bid on a contractto provide any goods or services to a public entity, may not be awarded or performwork as a consultant, supplier, sub-consultant, or contractor under a contract with anypublic entity, and may not transact business with any public entity in excess of the

3

15

16,

t7

18.

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threshold amount provided in Section 287.0I7, Florida Statutes, for Category Two fora period of 36 months from the date of being placed on the convicted vendor list.

Disputes: The Authority's Board shall decide all questions, difficulties and disputes ofany nature whatsoever that may arise under or by reason of the Agreement, theprosecution and fulfillment of the services described and the character, quality, amountand value thereof. The Board's decision upon all claims, questions and disputes shallbe final, subject to the Consultant's right to see judicial review of any board decision.

Equal Opportunity: During the performance of this Agreement, the Consultant agreesthat it shall not discriminate against any employee or applicant for employment becauseofrace, age, creed, color, gender or national origin. The consultant agrees to post inconspicuous places available to its employees and applicants for employees, noticessetting forth the provisions of this paragraph or stating that the "Consultant is an EqualOpportunity Employer." The Consultant agrees to enhance contracting opportunitiesfor Small Business Enterprises ("SBE"), as defined in the Authority's SBE Policyadopted on February 25,2002, (as amended).

Binding Effect: Assignment: This Agreement shall be binding upon and inure to thebenefit of the Authority and the Consultant, their respective successors and assigns;provided however, neither party hereto may assign or transfer any of its rights orobligations hereunder without the prior written consent of the other party.

Notices: Notices required under this Agreement shall be in writing and deemedproperly delivered by personal delivery, ovemight delivery, or by U.S. Mail certifiedreturn receipt to Authority and the Consultant at the addresses set forth above, unless aparty directs in writing that Notices shall be provided at another location.

Counterparts: This Agreement may be executed in several counterparts and eachcounterpart shall constitute an original of this Agreement.

4

IN WITNESS WHEREOF, the Authority and the Consultant have caused this Agreement tobe executed as of the date set forth above.

Tampa-Hillsborough County Expressway Authority

"'r4,nrcr{6;*iChief Executive Offrcer

Amy E. Lettelleir

1e form and sufficiency:

By:

Counsel

5

IV. A. 2.

Financial Audit Services

Purpose: To extend the current financial audit services contract between THEA

and Rivero, Gordimer and Associates for a period of seven months (July 2017 – January 2018) as not to disrupt the essential operations of THEA due to the search for a new Chief Financial Officer. The current term of the financial audit services contract is through 6/30/17/.

Funding: Fiscal Year 2018 Administrative Budget: $48,000 Action: Authorize staff to extend the current financial audit services contract

between THEA and Rivero, Gordimer and Associates for a period of seven months (July 2017 – January 2018).

IV. B. 1.

Disclosure Counsel Services RFQ

Purpose: To provide disclosure counsel services relative to the primary debt

offerings in regards to the Selmon West Extension project. Funding: No Funding ~ payment from bond issue Action: a) Approve the Evaluation Committee’s recommendation for

ranking of the firms as follows: Total Averaged Firm Name Score Score


b) The Board selects Nabors Giblin & Nickerson and directs staff

to begin contract negotiations. If negotiations are unsuccessful, staff shall negotiate with the next highest ranking firm, if necessary. Contract execution is subject to final review and approval of THEA General Counsel.

Posting Notice Begins March 10, 2017

NOTICE OF INTENDED FINAL RANKING

Date: March 10, 2017

Project: Disclosure Counsel Services ~ RFQ No.: F-00317

The Evaluation Review Committee met on March 09, 2017, to evaluate and rank firms that submitted responses to the above referenced RFQ.

Final rankings are as follows: Total Averaged Firm Name Score Score


Tampa-Hillsborough Expressway Authority (Authority) staff intends to recommend approval of final ranking and approval to negotiate a contract with the highest ranked firm at the Authority’s board meeting scheduled for March 27, 2017. If negotiations are unsuccessful, staff shall negotiate with the next highest ranked firm. The “Cone of Silence” regarding communications for this RFP remains in place until a final decision regarding final ranking and award of contract is made by the Authority Board. For questions regarding this notice, please contact the Authority's Procurement Manager, Man Le, at 813-272-2307 or [email protected]

mailto:[email protected]

IV. B. 2.

Issuer Counsel Services RFQ

Purpose: To provide issuer counsel services relative to the primary debt

offerings in regards to the Selmon West Extension project. Funding: No Funding ~ payment from bond issue Action: a) Approve the Evaluation Committee’s recommendation for

ranking of the firms as follows: Total Averaged Firm Name Score Score


b) The Board selects Gray Robinson and directs staff to begin

contract negotiations. If negotiations are unsuccessful, staff shall negotiate with the next highest ranking firm, if necessary. Contract execution is subject to final review and approval of THEA General Counsel.

Posting Notice Begins March 10, 2017

NOTICE OF INTENDED FINAL RANKING

Date: March 10, 2017

Project: Issuer Counsel Services ~ RFQ No.: F-00417

The Evaluation Review Committee met on March 09, 2017, to evaluate and rank firms that submitted responses to the above referenced RFQ.

Final rankings are as follows: Total Averaged Firm Name Score Score


Tampa-Hillsborough Expressway Authority (Authority) staff intends to recommend approval of final ranking and approval to negotiate a contract with the highest ranked firm at the Authority’s board meeting scheduled for March 27, 2017. If negotiations are unsuccessful, staff shall negotiate with the next highest ranked firm. The “Cone of Silence” regarding communications for this RFP remains in place until a final decision regarding final ranking and award of contract is made by the Authority Board. For questions regarding this notice, please contact the Authority's Procurement Manager, Man Le, at 813-272-2307 or [email protected].

mailto:[email protected]

IV. C. 1.

Selmon West Extension (SWE) Mitigation Credits

Purpose: Purchase mitigation bank credits in the amount of $35,000 from

Tampa Bay Mitigation Bank for wetland impacts for the Selmon West Extension project.

Funding: Capital Project Budget: $35,000 Action: Approval of the purchase of the mitigation bank credits from the

Tampa Bay Mitigation Bank.

IV. C. 2.

Approval of the City of Tampa Agreements for the Selmon West Extension Project

Purpose: Approval of the Local Funding Agreement, Memorandum of

Agreement MOA), and the Sublease with the City of Tampa as they relate to the Selmon West Extension Project and delegate to Chairman or Executive Director the authority to execute same in an effort to keep the project on schedule.

Action: a) Board approval of the Local Funding Agreement and MOA with the City of Tampa for the inclusion of certain specified construction plans of the City of Tampa for improvements at the Intersection of Gandy Boulevard and West Shore Boulevard in the RFP and LOI for the Selmon West Extension Project and delegate to Chairman or Executive Director the authority to execute same.

b) Board approval of the Sublease with the City of Tampa for the subject parcels located at the east end of the Gandy Bridge and delegate to Chairman or Executive Director the authority to execute same.

IOCAILY FUNDED AGREEMENT

(Lump Sum)

This Agreement ("Agreement") made and entered into on this

-day

of

ZO , by and between The Tampa-Hillsborough County Expressway Authority, whose address for

purposes of this Agreement is L104 E. Twiggs St, Tampa, Florida, 33602, (the "AUTHORITY"), and City of

Tampa, whose address for purposes of this Agreement is 306 East Jackson Street, Tampa, Florida, 33602

(the "CITY"), (collectively, the "Parties").

WITNESSETH

WHEREAS, the AUTHORITY is authorized to enter into agreements with governmental entities in

accordance with Section 348.54, Florida Statutes; and

WHEREAS, the AUTHORIW is, or will be, constructing roadway improvements for íts Selmon

West Extension Project "the Project"; and

wHEREAS, the CIW desires to have the AUTHORIW construct certain improvements for the clTY

in conjunction with the Project and

WHEREAS, the AUTHORITY agrees to incorporate into the Request for Proposal " RFP" and

Letter of lntent for the Project certain construction plans of the CITY for improvements at the

intersect¡on of Gandy Boulevard and West Shore Boulevard roadway improvements (COT

lmprovements) including roadway widening, addition of sidewalk and bicycle lanes, traffic signalization

improvements, and the replacement of approximately 2,000 LF of 12-inch diameter water main and

appurtenances within the Project limits upon conditions set forth herein; and

WHEREAS, the RFP for the Project the will require a separate cost item for the City

improvements: and

WHEREAS, the CIW will provide funds to the AUTHORITY for the design and construction of

CITY's requested improvements described above as provided herein; and

wHEREAS, the AUTHORITY and the CITY have determined that it would be in the best interest of

the general public and to the economic advantage of the Parties to coordinate and cooperate in their

efforts to facilitate development of the Project; and

wHEREAS, the CITY agrees to depos¡t funds with the AUTHoRIw in the amount of $2,630,000

(Transportation S1,800,000 plus Water SaaO,OOO¡ for design and construction the City's requested

improvements for the Project as its estimate for the improvement costs; and

NOW THEREFORE, in consideration of the promises and covenants contained herein, the Parties

agree as follows:

sEcTroN 1

t

OBTIGATIONS OF THE AUTHORIW

L,L The AUTHORITY shall keep complete records and accounts in order to record complete

and correct entries as to all costs, expenditures, and other items incidental to the cost of the Project and

COT lmprovements.

L.2 The AUTHORITY agrees to incorporate into its Desígn-Build RFP, Contract and Request for

Letters of lnterest the COT lmprovements.

1.3 Exhibit "4" attached hereto further delineates the AUTHORITY's responsibilities.

sEcTroN 2

OBTIGATIONS OF THE CITY

2,L The CITY shall provide the funds needed to design and construct the COT lmprovements

port¡on of the Project in accordance with the provisions set forth in Section 3, Financial Provisions.

2.2 The CIW shall provide the AUTHORITY, its agents, employees, and consultants, any

requested information that is available and necessary for completing the coT lmprovements.

2,3 The CITY shall allow the AUTHORITY to use any existing CIW right-of-way or easements for

purposes of the Project.

2.4 Furthermore, the CIW shall acquire all necessary rights-of-way, construct¡on

easements or property rights of whatever kind or nature necessary for the COT lmprovements on or

before September t, 2Ot.8.

z.s The CITY agrees to indemnify the AUTHORITY against any loss of whatever kind or

nature, including but not limited to contractor claims or costs incurred as a result of the CITY

failing to meet íts obligations set forth above. Such losses may be drawn from the escrow

account established herein.

2.6 Exhibit "A" attached hereto further delineates the CITY's responsibilities.

sEcTroN 3

FINANC¡AL PROVISIONS

3.1 The Parties recognize and accept the funding restrictions which are as follows:

The governing body of the CITY shall adopt a budget each fiscal year. The budget must

be adopted by ordinance unless otherwise specified in the respective municipality's

charter. The amount available from taxation and other sources, including amounts

2

(a)

carried over from prior fiscal years, must equal the total appropriations for expenditures

and reserves. The budget must regulate expenditures of the municipality, and it is

unlawful for any officer of a municipal government to expend or contract for

expenditures in any fiscal year except in pursuance of budgeted appropriatíons. Section

766.247(2l¡, Florida Statutes.

(b) The parties agree that in the event funds are not appropr¡ated by the CIW for the CITY's

portion of the Project, this Agreement may be terminated which shall be effective upon

either party giving notice to the other to that effect. The AUTHORITY shall be entitled to

recover against the escrow any loss of whatever kind or nature, including but not limited

to contractor claims or costs incurred as a result of the CITY failing to meet its obligation

set forth above.

3,2 The CIW agrees that it will furnish the AUTHORITY with a contribution in the amount of

s2,630,000 by July 7,2018 to be used for the estimated coT lmprovements. The AUTHoRITY may utilize

this contribution for payment of the costs of the COT lmprovements.

3.3 lf the actual cost of COT lmprovements is less than the funds provided, the excess will

be refunded to the CITY if requested in writing and if the actual cost is more the City will contribute

additional funds to meet said costs if requested in writing and approved by City Council.

3.4 The payment of funds under this Locally Funded Agreement will be made directly

to the AUTHORITY for deposit and as provided in the attached Memorandum of Agreement (MOA),

between the AUTHORITY and the ClW.

3.5 Vendors/Contractors:

1. Shall utilize the U.S. Authority of Homeland Security's E-Verify system to verify the

employment eligibility of all new employees hired by the Vendor/Contractor during

the term ofthe contract; and

2. Shall expressly require any subcontractors performing work or providing services

pursuant to the state contract to l¡kewise ut¡lize the U.S. Authority of Homeland

Security's E-Verify system to verify the employment elig¡b¡lity of all new employees

hired by the subcontractor during the contract term.

sEcTtoN 4

COMMENCEMENT AND TERMINATION OF AGREEMENT

4.1 This Agreement shall take effect upon execution by the AUTHORITY and shall be

terminated upon the mutual consent of the parties or as otherwise provided in this agreement. The

AUTHORITY reserves the right to terminate this Agreement if the AUTHORITY is unable to negotiate

3

5,7 This document embodies the whole agreement of the Parties. There are no promises,

terms, conditions, or allegations other than those contained herein and this document shall supersede

all previous communications, representations and/or agreements, whether written or verbal between

the Parties. This Agreement may be modified only in wr¡ting executed by the Parties as set forth in this

Agreement. This Agreement shall be binding upon the Parties, their successors, assigns and legal

representatives.

IEND OF PAGE]

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EXHIBIT "A"PROJECT DESCRIPTION AND RESPONSIBILITIES

This exhibit forms an integral part of that certain Locally Funded Agreement between the

AUTHORITY and the CITY, dated ,20-.

PROJECT LOCATION: West Shore Boulevard from Paul Avenue to Fielder Street

DESCRIPTION of the COT lmprovements: The addition of second left-turn lanes on the north and south

approaches of West Shore Boulevard (CR 587) at Gandy Boulevard (SR 600/US 92) intersection, including

roadway widening, addition of sidewalk and bicycle lanes, traffic signalization improvements, and thereplacement of approximately 2,000 LF of 12-inch diameter water main and appurtenances within theproject limits.

SPECIAL CONSIDERATIONS BY AUTHORITY AND CITY:

The CITY shall furnish the AUTHORITY with a deposit in the amount of 52,630,000.00 (Two Million Six

Hundred Thousand Dollars and Zero Cents) by July L, 2078 for part of the estimated cost of the COT

lmprovements ¡nto an escrow account established by the AUTHoRITY for the purposes of the project.

The AUTHORITY shall perform project construct¡on and construction engineering inspections.

The AUTHORITY shall invite the CITY to participate in project meetings and provide periodic

updates/status reports as requested.

Upon substantial complet¡on of the COT lmprovements, representatives from the AUTHORITY and theCIW will inspect the work. The AUTHORIW will allow the CITY to provide the AUTHORITY any comments

the CITY wishes the AUTHORITY to consider for inclusion with the AUTHORITY's checklist for completion.

All other provisions for the compliance of this Agreement shall remain in full force in accordance withState of Florida and Federal Laws.

6

EXHIBIT "B "PROJECT BUDGET

This exhibit forms an integral part of that certain Locally Funded Agreement between theAUTHORITY and the CITY, dated 20-.

ll.

TOTAL COST s220,000,000 (Estimated|

PROJECT PARTICIPATION

state so.ooFederal 50.00Local Participation $ 2,630,000

lll. PROJECT funds are subject to legislative appropriation of available funds.

7

lN WITNESS WHEREOF, the parties hereto, have caused these presents be executed by theirduly authorized representatives.

CITYOFTAMPA

BOB BUCKHORN - MAYOR

ATTEST:

CITY CLERK

DATE

ASSISTANT CITY ATTORNEY

CITY OF TAMPA

TAM PA.H ILLSBOROUGH COU NTY EXPRESSWAY AUTHORITY

ATTEST:

DATE

General Counsel

TAM PA.H I LLSBOROUG H COU NTY EXPRESSWAY AUTHORIW

LOCALLY FUNDED AGREEMENTTHEA SELMON FINAL

BY

L)

8

THEA Sublease V10A clean

SUB-LEASE AGREEMENT

THIS SUB-LEASE AGREEMENT, (“Sublease”) is made this __________ day of ___________________, 2017 (“Effective Date”), by and between the City of Tampa, a municipal corporation organized and existing under the laws of the State of Florida (“City”), and Tampa - Hillsborough County Expressway Authority, a body politic and corporate organized and existing under the laws of the State of Florida (“Sublessee”).

WITNESSETH

WHEREAS, City and Florida Department of Transportation (“FDOT”) entered into two separate Public Purpose Lease Agreements dated June 6, 1991 and February 21, 1992 (collectively the “Primary Leases”) for the use of certain parcels of land located at the east end of the Gandy Bridge (the “Leased Area” as further defined below); and

WHEREAS, Sublessee desires to sublease from City the entire Leased Area, for construction staging purposes; and

WHEREAS, Sublessee acknowledges the superseding Primary Leases, copies

of which are attached hereto as Composite Exhibit “A”; and agrees that its right to use the Leased Area is and shall always be subordinate to the rights of FDOT and City and to all terms and conditions contained in the Primary Leases that are not in conflict herewith; and

WHEREAS, City makes no representations or warranties to Sublessee regarding

the Leased Area including, without limitation, the zoning, condition (including environmental condition) or suitability of the Leased Area; and

WHEREAS, Sublessee agrees to assume all risks, whether known or unknown,

which may arise from its activities upon the Leased Area; and

WHEREAS, by consenting hereto, FDOT approves this sublet, its purpose and use, and the related changes, alterations, and/or improvements to the Leased Area, and by doing so hereby waives any conflicts between the terms and conditions of the Primary Leases and this Sublease. NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 1. LEASED AREA: City does hereby sublease to Sublessee those areas depicted and described in the attached Composite Exhibit “B”, no more and no less.

2. RENT/CONSIDERATION: Sublessee hereby covenants and agrees to pay the rent to the City for the entire term of this Sublease in the amount of ONE AND 00/100 DOLLAR(S) ($1.00), together applicable State Sales or Use Tax, if any. As


additional consideration, Sublessee agrees to construct and install at its own cost and expense, in an amount not less than $1,500.000.00 but not exceeding $2,000,000.00, certain facilities and amenities for public use (“Improvements”) that shall include without limitation, access roadways and through-access under the Gandy Bridge, paths or nature trails, bathroom and refreshment facilities and such other Improvements as the parties may agree to in writing prior to the expiration of the Term (as defined below). Parties agree to amend this Sublease to include as an Exhibit the conceptual drawings, plans, diagrams or other description of the agreed-upon Improvements as soon as such documents become available and the execution of such amendment(s) shall not require separate approval by the parties governing bodies. 3. TERM: The term of this Sublease shall begin on the Effective Date and shall terminate on the anniversary of the Effective Date in the year 2021, or on the date of completion by Sublessee and acceptance by City of the Improvements required in Section 2 above, whichever is later (the “Term”), unless earlier terminated as a result of:

(a) FDOT’s termination of the City’s leasehold interest in the Leased Area; or (b) Early completion of Sublessee’s construction project; or (c) Default by Sublessee in connection with any terms and conditions contained herein. Sublessee shall only take possession of the Leased Area after providing City with the required insurance as provided in Section 5 below. 4. PURPOSE AND USE: Sublessee covenants and agrees to use the Leased Area only as follows: construction staging for the Design Build contractors and their agents, employees or assigns. The Leased Area on the south side of Gandy Boulevard shall be used for the barging and storing of equipment, vehicles and materials (including fuel and lubricants), related to the intended construction project, but strictly at Sublessee’s sole risk and responsibility pursuant to Section 14 below. The Leased Area on the north side of Gandy Boulevard shall be used for vehicle parking for the contractors and/or its agents, employees or assigns. Sublessee shall not use the Leased Area in a manner that causes any degradation or damage to the existing natural environment of same and its surrounding areas, with particular protection provided to the upland trees, palms, mangrove and wetland areas. In the event that tree removal may be required, Sublessee shall observe and follow all rules and regulations governing such removal and shall obtain, at its sole cost, all permits, approvals and authorizations from any and all governing bodies with jurisdiction over the same and perform any curative or remedial action required thereby at its sole cost and expense. Sublessee shall not create any obstructions or otherwise impeded public access to the parking areas, boat ramps or other facilities immediately adjacent to the Leased Area.

5. INSURANCE: Sublessee shall carry and keep in force, or cause its contractor/consultant to carry and keep in force, during the Term a general liability


policy or policies with a company or companies authorized to do business in Florida, affording public liability insurance with combined bodily injury limits of at least $1,000,000 per person and subject to that limit per person $5,000,000 per occurrence, and property damage insurance of at least $50,000 for each occurrence and subject to that limit for each occurrence a total of $100,000 during the policy period, for services to be rendered in accordance with this Sublease. However, in the event Sublessee maintains a self-insurance fund to cover such liability, Sublessee agrees to maintain sufficient reserves in the fund to pay the above-described policy limits. In addition to any other forms of insurance or bonds required under the terms of this Sublease, Sublessee must comply or cause its contractor to comply with Section 7-13 of FDOT’s Standard Specification for Road and Bridge Construction (2016), as amended. FDOT and City must be included as additional insured parties on the liability policies described herein. Sublessee shall also carry or cause its contractor/consultant to keep in force Worker’s Compensation insurance as required for the State of Florida under the Worker’s Compensation Law.

6. LIMIT OF LIABILTY: Sublessee, its affiliates and successors, agents,

contractors and assigns, assume all risks incident to possession of the Leased Area and hereby waive, renounce, relinquish, absolve and discharge City and FDOT from any and all liability for personal injury, death and/or property damage which may result from allowing Sublessee to utilize the Leased Area. 7. INDEMNITY: City, Sublessee and FDOT acknowledge that all three entities enjoy certain immunities under Florida law. Nothing in this indemnity provision shall be interpreted as a waiver, or estop them from asserting any right, immunity, privilege or defense that any or each may enjoy under the doctrine of sovereign immunity or the limitation of liability and other protections afforded to them under Section 768.28, Florida Statutes. Such immunities, however, shall not extend to agents, contractors or third parties or in any way lessen affect the insurance requirements set forth in Section 5 above. Notwithstanding the foregoing, and to the extent allowed by law, Sublessee its contractor/consultant, its agents or employees shall indemnify, defend, save, and hold harmless City and FDOT and all of its officers, agents or employees from all suits, actions, claims, demands, liability of any nature whatsoever arising out of, because of, or due to any negligent act or occurrence of omission or commission of the Sublessee, its contractor/consultant, its officers, agents or employees.

8. DEFAULT: Upon Sublessee’s default, or its contractor/consultant’s default, of any of its obligations herein, City shall provide written notice of the default and Sublessee shall thereafter have ten (10) business days from such notice to cure same. In the event such default is not cured within the prescribed period, this Sublease shall terminate and Sublessee shall then immediately vacate the Leased Area, remove all furnishings belonging to Sublessee, and cleanup as prescribed in paragraph 10 below. In the event that an eviction process is necessary to remove Sublessee, or its


belongings, from the Leased Area, Sublessee shall be responsible for all legal costs and fees incurred by City associated with such action, and any cost associated with the removal of Sublessee’s abandoned property.

9. TAXES: It is understood that the City and FDOT are entitled to certain tax exemptions based on the current tax laws and legislation. However, to the extent required by law and any subsequent changes thereof, Sublessee agrees to pay all taxes of any sort and nature on a pro-rata basis, which may be assessed as a result of occupying the Leased Area during the Term. Sublessee further agrees to pay all licenses, taxes, or other charges levied by governmental authorities on the business, lease rights, or Leased Area, if any.

10. CLEANUP, REPAIR, IMPROVEMENTS AND MAINTENANCE: Upon

vacation of the Leased Area, Sublessee shall return the Leased Area to the condition in which it was found before its use, and in making use of the Leased Area, Sublessee shall bear full financial responsibility for any damage to the subject space occurring during its use thereof, including, but not limited to, repair or replacement of public or private utilities, green spaces and vegetative communities.

11. ENTRY: Sublessee agrees that City and FDOT shall at all times, during

the Term, have full power and authority to enter onto the Leased Area to ensure that the covenants and conditions of this Sublease are performed. 12. EARLY TERMINATION: Notwithstanding any provision herein to the contrary, this Sublease shall terminate immediately if City’s leasehold interest in the Leased Area is terminated for any reason whatsoever.

13. NO AGENCY/NO PROPERTY INTEREST: It is understood and agreed that nothing herein contained is intended or should be construed as in anyway creating or establishing a relationship between the parties other than that of City/Sublessee as co-tenants. Sublessee shall not represent to be an agent, representative or employee of City for any purpose or in any matter whatsoever. In addition, Sublessee agrees and acknowledges it has no property interest in the Leased Area.

14. HAZARDOUS WASTE AND MATERIALS: Other than the storage of fuel

and lubricants as provided in Section 4 above, at no time during the Term shall Sublessee treat, dispose of, place or store on the Leased Area, or permit any other party to treat, dispose of, place or store on the Leased Area, any material which requires a governmental permit for the storage, treatment, disposal, handling or maintenance thereof. As used herein, “storage” includes the keeping of material in the open in the Leased Area, or in a truck or other vehicle in the Leased Area. Sublessee shall not use or place or permit the use of or placement of explosives or explosive materials (whether solid, liquid or gaseous) in the Leased Area.


If the Leased Area becomes contaminated in any manner as a result of Sublessee’s use, Sublessee shall indemnify, defend and hold harmless City from any and all claims, demands, actions, damages, fines, judgments, penalties, costs (including reasonable attorneys’, consultants’, and experts’ fees), liabilities, losses and expenses arising during or after the Term and arising as a result of such contamination. This indemnification includes any and all costs incurred due to any investigation of the site or any cleanup, removal, or restoration mandated by a federal, state, or local agency or political subdivision. If Sublessee causes or permits the presence of any hazardous substance on, in, or about the Leased Area that results in contamination, Sublessee, at its sole expense, shall complete all required clean up, removal and remediation. Sublessee shall first obtain City’s approval for any such remedial action. This indemnification shall only apply to contamination by a hazardous substance resulting from Sublessee’s use and operation of the Leased Area. Nothing herein contained shall be held to indemnify City from liability or to create any liability on Sublessee for hazardous substance contamination resulting from City’s ownership, use, or operation of the Leased Area or the City’s surrounding land, or from the acts or omissions of any third party. City has no knowledge of and makes no representation or warranty regarding the prior existence, disposal or waste of any hazardous substances on the Leased Area.

15. CHOICE OF LAW: This Sublease shall be interpreted and construed

under the laws of the State of Florida. Venue shall be in Hillsborough, Florida. 16. BINDING EFFECT: This Sublease shall be binding upon and inure to the

benefit of the parties hereto, and their respective heirs, personal representatives, successors and assigns.

17. NON-DISCRIMINATION: That neither party shall discriminate against any

person or class of persons by reason of sex, color, race, sexual orientation, religion, natural origin, or handicap

18. SEVERABILITY: In the event any one or more of the provisions contained in this Sublease shall for any reason be held to be invalid, illegal or unenforceable, in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Sublease shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

19. ASSIGNABILITY AND ENCUMBRANCES: Sublessee shall not assign nor sub-lease any portion of the Leased Area, or encumber the Leased Area, nor shall it allow any liens of any nature to attach to Leased Area.

20. IMPROVEMENTS TO THE LEASED AREA: Except as provided in

Section 2 above (as may be amended) Sublessee shall not make any alterations, changes or improvements to the Leased Area without the prior written consent of City, through its Director of Parks and Recreation Department, and FDOT. Sublessee shall


repair all damage to the Leased Area resulting from the removal of improvements, changes or alterations made by Sublessee at its expense.

21. CASUALTY AND EMINENT DOMAIN: In the event that all or a

substantial portion of the Leased Area are condemned by a governmental authority, then this Sublease shall automatically terminate. Upon termination, Sublessee shall have no further right to use or occupy the Leased Area. In the event of a casualty or similar event, City shall have no responsibility for any damage caused to any personal property or equipment owned by Sublessee. Sublessee agrees and acknowledges it has no claim or right in any condemnation proceeds in the event of eminent domain. 22. ATTORNEY’S FEES: In connection with any legal proceedings, including appellate proceedings, arising out of the enforcement of any term of this Sublease, or for any action for possession of the Leased Area or damages, or for the collection of any license fee, taxes or any other payment required that may be collected by suit, the prevailing party shall be entitled to recover all costs and reasonable attorney’s fees incurred for litigation, mediation or appeal by such prevailing party whether litigated or settled.

23. CODE OF ETHICS: In connection with this Sublease, Sublessee hereby covenants and agrees that it shall comply with all applicable governmental laws, statutes, rules and regulations including, without limitation to City of Tampa’s Code of Ethics as now written or later amended. Pursuant to Section 2-522 of the City of Tampa Code, Sublessee acknowledges that if Sublessee fails to comply with the City of Tampa’s Code of Ethics, such a failure shall render this Sublease voidable by City and subject Sublessee to debarment from any future City contracts or agreements.

24. RECITALS: The recitals to this Sublease are true and correct and are incorporated herein and made a part of this Sublease. 25. EXHIBITS. The Exhibit(s) annexed hereto are incorporated herein and made a part of this Sublease. 26. NOTICES: Any and all notices, demands, consents, approvals or other communication which is required or may be given under this Sublease shall be in writing and shall be deemed to have been given if transmitted by hand-delivery with receipt thereof, by a nationally recognized overnight delivery service, or by certified mail posted prior to the expiration date for such notice, return receipt requested and first class postage prepaid, to the following addresses: SUBLESSEE: CITY: THEA Director of Operations City of Tampa 1104 E. Twiggs St 306 E. Jackson Street Ste 300 Tampa, FL 33602 Tampa, Fl 33602 Attn: Real Estate Manager


WITH COPIES TO: THEA General Counsel City of Tampa 1104 E. Twiggs St 3402 W. Columbus Drive Ste 300 Tampa, FL 33607 Tampa, FL 33602 Attn: Director of Parks & Rec. Dept. City of Tampa 315 E. Kennedy Boulevard Tampa, FL 33602 Attn: City Attorney Notices sent (i) via hand delivery shall be deemed delivered when received, (ii) via a nationally recognized overnight delivery service shall be deemed delivered on the next business day after deposit with such service, and (iii) via certified mail shall be deemed delivered on the date of receipt. The act of refusal by a party of delivery of a notice sent in accordance with this section shall be deemed acceptance of such notice by such party.

27. HOLDING OVER: In the event Sublessee shall holdover and remain in possession of the Leased Area after the expiration of the Term, without any written renewal thereof, such holding over shall not be deemed to operate as a renewal or extension of this Sublease but shall create a tenancy from month-to-month which may be terminated at any time by City or Sublessee. In such an event, the terms and conditions herein shall survive and remain binding upon the parties for as long as Sublessee occupies any part of the Leased Area.

28. ENTIRE AGREEMENT: This instrument including exhibits constitutes the

entire agreement between City and Sublessee, and it shall not be amended, altered, or changed by a written agreement executed by the parties hereto.

[Signature pages follow]


IN WITNESS WHEREOF, the parties hereto have executed this Sublease on the day and year first above written. WITNESSES: Tampa Hillsborough County Expressway Authority ___________________________ By: ________________________ ___________________________ ___________________________ (print or type name beneath signature) (print or type name beneath signature) Its: ________________________ ___________________________ Date:_______________________ ___________________________ (print or type name beneath signature) Approved:___________________ THEA General Counsel

ACKNOWLEDGEMENT

STATE OF FLORIDA COUNTY OF HILLSBOROUGH: The foregoing instrument was acknowledged before me this ___________ day of _____________________, 2017, by _____________________________________, as _________________________ of Tampa Hillsborough County Expressway Authority, who is personally known to me or has produced _________________________ as identification. __________________________ Signature of Acknowledger __________________________ Name: Stamped, printed or typed NOTARY PUBLIC State of Florida At Large Serial Number if any:


WITNESSES: City of Tampa

___________________________ ___________________________ Bob Buckhorn, Mayor ___________________________ (print or type name beneath signature) Date: ______________________ ___________________________ ___________________________ (print or type name beneath signature) APPROVED AS TO FORM: ATTEST: ____________________________ ___________________________ Ron Wigginton Shirley Foxx-Knowles Assistant City Attorney City Clerk /Deputy City Clerk

CONSENT As required by the provisions of the Primary Leases, Florida Department of Transportation hereby consents to this Sublease and approves the terms and conditions contained herein. Florida Department of Transportation By: ________________________ ___________________________ (print or type name beneath signature) Its: ________________________ Date: ______________________

mutually acceptable terms with its contractor. ln the event the AUTHORIW terminates this Agreement,

funds deposited by the CIW shall be refunded.

sEcTtoN 5

MISCETLANEOUS PROVISIONS

5.1 The Recitations set forth at the beginning of this Agreement are true and correct and

are incorporated herein.

5.2 Any amendment to or modification of this Agreement or any alteration, extension,

supplement, or change of time or scope of work shall be in writing and signed by the Parties and may

include approval by the CITY's City Council and execution of the alteration, extension, supplement, or

change of time or scope of work by the CITY's Mayor, or his designee, and an authorized representative

of the AUTHORITY.

5.3 Any notice or other document which either party is required to give or deliver to the

other shall be given in writing and served either personally or mailed to:

TO AUTHORITY:

David May

Director of Operations

1104 E. Twiggs St, Tampa, FL 33602

TO CIW:

Jean Duncan

Director

Transportation and Stormwater Services Department

City of Tampa 306 E. Jackson Street, Tampa, Florida 33602

5.4 Should any section or part of any section of this Agreement be rendered void,

invalid, or unenforceable by any court of law, for any reason, such a determination shall not render void,

invalid, or unenforceable any other section or any part of any section of this Agreement to the extent

provided by Florida severability law.

5.5 This Agreement shall be governed and construed in accordance with the laws ofthe State of Florida.

5.6 Nothing herein shall be construed to create any third party beneficiary rights in

any person not a party to this Agreement.

4

IV. D. 1.

Resolution #654 Honoring John Garcia Action: Adoption of Resolution #654 honoring John Garcia.

Honoring John Garcia

Whereas, Mr. Garcia has served as a distinguished member of the Tampa Hillsborough Expressway Authority Board since 2014 and

was elected by his peers as Vice Chairman in March 2016, serving in that position until January 2017; and,

Whereas, Mr. Garcia was instrumental in continuing the legacy of innovation, community stewardship, and fiscal responsibility of the

Expressway Authority; and,

Whereas; Mr. Garcia is held in highest regard by his THEA colleagues for his outstanding service on the board and as the Chair of the

Communications and Planning Committees; and,

Whereas, Mr. Garcia, through dedicated public service, brought integrity and a customer-service focus to the Authority on behalf of the

drivers of the Selmon Expressway and the residents of our community; and,

Whereas; Mr. Garcia’s focus on the local businesses community helped guide The Authority to achieve the highest participation of

small, minority, and disadvantage businesses in the history of The Authority; and,

Whereas, Mr. Garcia was influential in the planning and completion of several Authority projects, including the Bay-to-Bay Under-

pass Improvement, the Frames on Franklin Public Art, and the opening of the Selmon Greenway, an urban bicycle and pedestrian path

located in the shade of the Expressway, linking downtown Tampa to Ybor City ; and,

Whereas, Mr. Garcia has made significant contributions in the planning and design of the Selmon West Extension Project; an exten-

sion of the Expressway located in the median of Gandy Boulevard connecting the Gandy Bridge to the Expressway while still giving

motorists the choice to use Gandy Boulevard to visit local businesses.

Now, Therefore, Be It Resolved, that the Tampa Hillsborough Expressway Authority expresses its gratitude to John Garcia for his

faithful service to the community, the State of Florida, the City of Tampa, and Hillsborough County; and,

Be It Further Resolved, that a copy of this Resolution be preserved in the minutes of its business meeting as passed and adopted by the

Tampa Hillsborough Expressway Authority this 27th day of March, 2017.

Vince Cassidy, Chairman

Bennett Barrow, Member

Lesley “Les” Miller, Hillsborough County Commissioner

Joseph Waggoner, Executive Director

Danny Alvarez, Secretary

Bob Buckhorn, Mayor, City of Tampa

Paul Steinman, FDOT, District 7 Secretary

Patrick T. Maguire, Esq., General Counsel

Honoring John Garcia

V. A.

Operations & Maintenance

David May

V. B.

Financial / Traffic & Revenue

Amy Lettelleir

Internal Financial Reports (Preliminary and Unaudited)

For Period 07/01/16 – 01/31/17 March 27, 2017

PRELIMINARY UNAUDITED

Year-to-Date Actual

Year-to-Date Budget

Year-to-Date Variance

Year-to-Date % Variance

Toll revenues¹ 50,047,888 49,233,333 814,555 101.7%

Operating expensesToll Operations 2,235,564 2,547,771 (312,208) 87.7%Roadway Operations 797,212 865,157 (67,944) 92.1%Maintenance 1,617,111 1,945,502 (328,392) 83.1%Renewal & Replacement 785,119 8,772,545 (7,987,426) 8.9%Marketing 277,685 338,333 (60,649) 82.1%Other Expenses - - - -Depreciation 690,290 690,290 (0) 100.0% Total operating expenses 6,402,981 15,159,599 (8,756,619) 42.2%

General and administrative expensesPayroll Expense 1,601,750 1,712,183 (110,433) 93.6%Outside Services 506,266 640,086 (133,820) 79.1%Occupancy and Office Expense 276,151 284,241 (8,090) 97.2% Total general and administrative expenses 2,384,166 2,636,510 (252,344) 90.4%

Income from Operations 41,260,742 31,437,224 9,823,517 131.2%

Non-operating revenues (expenses)Investment Income 477,409 352,238 125,171 135.5%Net (decrease) increase in the fair value of investments (176,319) (176,319) -Miscellaneous (expense) revenue 676,657 552,214 124,443 122.5%Interest expense (11,769,916) (11,743,684) (26,232) 100.2% Total non-operating revenues (expenses) (10,792,170) (10,839,232) 47,062 99.6%

Income before contributed capital 30,468,571 20,597,993 9,870,579 147.9%

Contributed CapitalCV Pilot Contract 1,654,101 - 1,654,101 - Total contributed capital 1,654,101 - 1,654,101 -

Increase in net position 32,122,672 20,597,993 11,524,680 156.0%

Net postion at beginning of year 261,674,699 261,674,699 -

Net position month-to-date 293,797,371 282,272,692 11,524,680 104.1%¹Toll revenue has not been adjusted for allowance for doubtful accounts; includes fees

Tampa-Hillsborough County Expressway AuthoritySTATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION

As of January 31, 2017

Page 1 of 2

Total BudgetBudget Expenditures Variance

Capacity Projects 905,417 49,204 856,213

Meridian Ultimate 1,213,897 443,288 770,609

Selmon East 2,277,600 85,299 2,192,301

Selmon Greenway - Phase II & III 1,830,462 372,690 1,457,772

Selmon West Extension 10,445,638 5,743,154 4,702,484

Total System Projects 16,673,014$ 6,693,635$ 9,979,379$

ITS Equipment 5,047,080$ 1,215,641$ 3,831,439$

Electronic Toll Collection System Capital Costs 1,567,802$ 297,346$ 1,270,456$

Centralized Customer Service System 3,774,735$ 51,614$ 3,723,121$

Total Toll Operations - Capital 10,389,617$ 1,564,601$ 8,825,016$

Signs 2,302,165$ 48,845$ 2,253,320$

Lighting Upgrades 224,573$ -$ 224,573$

Underpass Improvements 647,165$ -$ 647,165$

Total Expressway Capital Improvements 3,173,903$ 48,845$ 3,125,058$

System Projects

TAMPA HILLSBOROUGH COUNTY EXPRESSWAY AUTHORITYCAPITAL PROJECTS


ITS and Toll Operations - Capital

Expressway Capital Improvements

Page 2 of 2

Total BudgetBudget Expenditures Variance

TAMPA HILLSBOROUGH COUNTY EXPRESSWAY AUTHORITYCAPITAL PROJECTS


Planning, Development, Systems Analysis, Misc. Projects 775,593 278,112 497,481

Strategic Plan 1,711,052 1,002,004 709,048

Total Planning & Development 2,486,645$ 1,280,116$ 1,206,529$

Capital Improvements 509,607 207,165 302,442

TMC - IT Projects/Furniture & Fixtures (over $5,000) 447,256 - 447,256

Total TMC Capital Improvements 956,863$ 207,165$ 749,698$

Automated Vehicles/Connected Vehicles 9,279,899 4,851,851 4,428,048

Bus Toll Lanes Projects 1,317,015 1,109,890 207,125

Non-Greenway Facilities 115,533 - 115,533

MacDill Gate Project 678,400 176,899 501,501

GIS Systemwide Mapping Project 485,036 59,439 425,597

Total Miscellaneous Projects 11,875,883$ 6,198,079$ 5,677,804$

Total Capital Projects 45,555,925$ 15,992,441$ 29,563,484$ Contingency Balance 5,050,787$

Miscellaneous Projects

Planning & Development

TMC Capital Improvements

Depository Description Cash or Investment Balance

Petty Cash-Safe Cash on Hand Cash 225$ SunTrust Bank OM&A Checking Cash 2,802,868$ State Treasurer Administrative Reserve Investment 4,617,272$ SunTrust Robinson Humphrey Operation and Maintenance Reserve Investment 1,042,425$ Subtotal 8,462,788$

Regions Bank Renewal & Replacement Fund²,³ Investment 29,874,467$ ($10m reserve - Series 2012 bond funds)

Subtotal 29,874,467$

Regions Bank System Project Fund² Investment 76,018,171$ SunTrust Bank Work Program Checking Cash 1,209,807$ SunTrust Bank CV Pilot Contract Checking Cash 45,577$ Subtotal 77,273,555$

SunTrust Bank Surplus Account Checking Cash 14,600$ Regions Bank Revenue Fund² Investment 4,680,258$ Regions Bank OM&A Reserve Fund³ Investment 12,692,884$ Regions Bank Debt Service Payment Fund³ Investment 4,894,501$ Regions Bank Debt Service Reserve Fund³ Investment 31,186,534$ Regions Bank General Reserve Fund² Investment 3,946,339$ Subtotal 57,415,116$

SunTrust Bank Unrestricted Cash Cash 1,476,601$ State Treasurer Unrestricted Funds Investment 3,200,252$ SunTrust Robinson Humphrey Unrestricted Funds Investment 6,319,524$ Subtotal 10,996,376$

184,022,303$

¹THESE FUNDS ARE RESTRICTED OR ENCUMBERED AND CAN ONLY BE USED FOR ITS INTENDED PURPOSE²Toll Revenue funded³ All or part of the reserve funded with Series 2012 bond funds

System Project Bonds Fund¹ - Can only be used as defined in the Series 2012 Master Bond Resolution

Restricted Fund¹ - Can only be used as defined in the Series 2012 Master Bond Resolution

Unrestricted Fund

Total Cash and Investments

Tampa-Hillsborough County Expressway AuthorityCash and InvestmentsAs of January 31, 2017

Operations, Maintenance and Administration Fund ¹

Renewal & Replacement Fund¹- Can only be used as defined in the Series 2012 Master Bond Resolution

Toll Revenue¹ 50,047,888$ Leases:

ConAgra - Lease of Railroad Track 343,750 Hillsborough County School Board - Parking Lease 66,842 City of Tampa - Parking Leases 121,813 USF Health Professions Conf Corp. - Parking Leases 49,060 A Few Tampa Properities - Parking Lease 2,800 Smokehouse on Platt - ROW Lease 4,900 International Ship - Parking Lease 13,500 Sprint - Nextel - Utilities ROW Lease 12,031 Willow & Platt Parking Lease - Jacobs Real Estate Services -ROW Lease 1,782 TMC First Floor Lease 56,180

Application Fees 4,000 CV Pilot Contract 1,654,101 Tiger Grant - Interest on Checking & Investment Accounts 477,409

Total Revenue 52,856,055$

¹Toll Revenue has not been adjusted for Allowance for Doubtful Accounts

Tampa Hillsborough County Expressway AuthorityRevenue


Fund Balance July 1, 2016Short Term & Fixed Investments 155,606,748

RECEIPTSTolls 45,878,879 Miscellaneous Revenue 396,513 Accrued Interest on Long Term Investments (11,818) Gain on Sale of Investments 600 Earnings on Investments 419,794

202,290,716$

DISBURSEMENTSSr. Lien - Bond Payments 23,244,067$ Cost of Administration, Operations & Maintenance 7,777,022 Cost of Work Program 8,000,000

Fund Balance January 31, 2017Short Term & Fixed Investments 163,269,627

202,290,716$

TAMPA HILLSBOROUGH COUNTY EXPRESSWAY AUTHORITYREGIONS BANK (FISCAL AGENT) - FLOW OF FUNDS


Traffic and Revenue (unaudited) For Period 07/01/16 – 01/31/17

March 27, 2017

3/20/2017 Unaudited

Video SunPass Total Video SunPass Total %July 1,052,452 3,518,158 4,570,610 1,056,730 3,371,941 4,428,671 3.11%August 1,073,726 3,805,776 4,879,502 1,003,427 3,499,956 4,503,383 7.71%September 1,039,752 3,590,688 4,630,440 999,140 3,487,779 4,486,919 3.10%October 1,031,436 3,717,294 4,748,730 1,067,641 3,687,063 4,754,704 -0.13%November 1,035,032 3,585,460 4,620,492 945,595 3,373,485 4,319,080 6.52%December 1,093,255 3,680,255 4,773,510 1,052,670 3,526,605 4,579,275 4.07%January 1,097,359 3,859,646 4,957,005 1,076,977 3,574,763 4,651,740 6.16%Total Traffic 7,423,012 25,757,277 33,180,289 7,202,180 24,521,594 31,723,774 4.39%

Video¹ SunPass Total Video¹ SunPass Total %July 1,737,328$ 5,072,684$ 6,810,012$ 1,696,047$ 4,717,720$ 6,413,767$ 5.82%August 1,806,281$ 5,459,379$ 7,265,659$ 1,621,097$ 4,878,425$ 6,499,522$ 10.54%September 1,735,426$ 5,146,734$ 6,882,160$ 1,611,137$ 4,847,430$ 6,458,568$ 6.15%October 1,704,653$ 5,333,491$ 7,038,143$ 1,756,574$ 5,148,501$ 6,905,075$ 1.89%November 1,713,702$ 5,152,393$ 6,866,095$ 1,585,307$ 4,728,582$ 6,313,889$ 8.04%December 1,857,995$ 5,296,317$ 7,154,312$ 1,770,341$ 4,943,980$ 6,714,322$ 6.15%January 1,852,555$ 5,479,679$ 7,332,234$ 1,819,616$ 4,964,607$ 6,784,223$ 7.47%Total Revenue 12,407,940$ 36,940,676$ 49,348,616$ 11,860,119$ 34,229,246$ 46,089,366$ 6.60%Avg Transaction 1.67 1.43 1.49 1.65 1.40 1.45

¹Indicated Revenue

Add'l Revenue

Video Indicated² SunPass Actual Total % Video Fees Actual

July 6,676,615$ 1,737,328$ 5,072,684$ 6,810,012$ 1.96% 104,451 August 6,789,250 1,806,281$ 5,459,379$ 7,265,659$ 6.56% 110,483 September 6,764,429 1,735,426$ 5,146,734$ 6,882,160$ 1.71% 124,358 October 7,168,139 1,704,653$ 5,333,491$ 7,038,143$ -1.85% 45,274 November 6,511,397 1,713,702$ 5,152,393$ 6,866,095$ 5.17% 53,883 December 6,903,664 1,857,995$ 5,296,317$ 7,154,312$ 3.50% 76,787 January 7,012,912 1,852,555$ 5,479,679$ 7,332,234$ 4.36% 194,896 Total 47,826,406$ 12,407,940$ 36,940,676$ 49,348,616$ 3.08% 710,133$

¹Projected revenue estimated $84,400,000; will be revised

²Has not been adjusted for allowance for doubtful accounts

Projected Revenue

Revenue

Tampa Hillsborough County Expressway AuthorityProjected Revenue (January 2017)

Tampa Hillsborough County Expressway AuthorityTransactions (January 2017)

Tampa Hillsborough County Expressway Authority

FY2017 FY2016Revenue (January 2017)

FY2017 FY2016

V. C.

Communications

Sue Chrzan

V. D.

Toll Operations

Rafael Hernandez

VI. A.

Executive Director Report

Joe Waggoner

VI. A. 1.

2017 Toll Index Report

Hilltop Securities Inc.450 South Orange Avenue,Suite 460Orlando, Florida 32801

direct 407.426.9611fax 407.426.7835

mobile [email protected]

HilltopSecurities.com

Edward D. Stull, Jr.Managing Director

March 20, 2017

Mr. Joseph WaggonerExecutive DirectorTampa Hillsborough Expressway Authority1104 E. Twiggs Street, Suite 300Tampa, Florida 33602

Subject: Financial Advisor Concurrence with THEA Toll Index Report, Fiscal Year 2017

Dear Mr. Waggoner:

In accordance with the Tampa-Hillsborough Expressway Authority (THEA) Toll Rate Policyand Standard Procedure 300.08(01), FirstSouthwest, a Division of Hilltop Securities, Inc. asFinancial Advisor to THEA, concurs with the recommendations contained in the THEA TollIndex Report, Fiscal Year 2017 prepared by Jacobs, dated March 15, 2017. The indexed tollrevenue forecast and subsequent toll rate modifications will enable THEA to adequately covercosts and meet goals through FY 2021 that are consistent with THEA’s Toll Policy.

Sincerely,

Edward D. Stull, Jr.Managing Director

2705 Bee Cave Road, Suite 300 Austin, Texas 78746-5688 United States T +1.512.314.3100 F +1.512.314.3135 www.jacobs.com

Jacobs Engineering Group Inc. V1 - DRAFT

March 15, 2017

Attention: Robert Frey Planning Director Tampa-Hillsborough Expressway Authority 1104 E. Twiggs Street Tampa, FL 33602 Project Name: THEA Annual T&R Services Project Number: WTXT8804

Subject: Toll Index Report FY2017

Dear Mr. Frey:

Pursuant to the Toll Rate Policy (p-300.08) and the Standard Procedure 300.08 (01) Toll Index Report adopted by the Tampa-Hillsborough Expressway Authority (THEA) in November 2012, Jacobs presents this Toll Index Report. This report conducts the Toll Index Cost Coverage Test to certify that the indexed toll revenue forecasts are estimated to cover costs for debt service, operating costs (and reserves) and the 5-year capital program. The policy requires certification from Jacobs, THEA’s traffic and revenue advisor, and THEA’s financial advisor.

Jacobs conducted a traffic and toll revenue study to forecast future toll revenues on the THEA system. Included in this study is the minimum annual indexed toll adjustment of 2.5 percent. The summary of the analysis as it is concerned with the ability to cover costs per the test are presented in Table 1. As shown, the forecasted toll revenues based on minimum annual toll adjustment are estimated to meet required coverage levels. Detail as to the derivation of these ratios is provided in this letter report.

March 15, 2017 Subject: Toll Index Report FY2017

2

Table 1: Summary of Toll Index Cost Coverage Tests

Fiscal Year Projected Coverage

Required Coverage Pass

Debt Service Coverage Test FY2017 2.81 1.3 Yes FY2018 2.24 1.3 Yes FY2019 2.11 1.3 Yes FY2020 2.11 1.3 Yes FY2021 2.15 1.3 Yes FY2022 2.25 1.3 Yes

Costs Coverage Test FY2017 1.44 1.0 Yes FY2018 1.33 1.0 Yes FY2019 1.03 1.0 Yes FY2020 1.00 1.0 Yes FY2021 1.65 1.0 Yes FY2022 1.62 1.0 Yes


3

Toll Rate Policy

The toll rate policy requires that the toll for each vehicle class at each plaza include an annual inflation adjustment such that tolls will be adjusted at the beginning of each fiscal year “at the higher of 2.5 percent or the latest five-year average of the National Consumer Price Index (CPI-U All-items).” For this reason, the CPI for various geographies was reviewed to identify if it is potentially higher than the minimum of 2.5 percent. These data are presented in Table 2, including the 5-year averages for national, south and the Tampa Metropolitan Statistical Area geographies.

Table 2: Historical CPI by Geography Historical CPI by Geography

Year National South Tampa MSA

Annual Average

% Change

Annual Average

% Change

Annual Average

% Change

2007 207.3 200.4 184.3 2008 215.3 3.8% 208.7 4.2% 190.1 3.2% 2009 214.5 -0.4% 207.8 -0.4% 189.9 -0.1% 2010 218.1 1.6% 211.3 1.7% 193.5 1.9% 2011 224.9 3.2% 218.6 3.4% 198.9 2.8% 2012 229.6 2.1% 223.2 2.1% 203.6 2.4% 2013 233.0 1.5% 226.7 1.6% 206.8 1.5% 2014 236.7 1.6% 230.6 1.7% 210.8 1.9% 2015 237.0 0.1% 230.1 -0.2% 211.6 0.4% 2016 238.8 0.7% 231.5 0.6% 212.5 0.4%

5-Year Average

1.7% 1.7% 1.8%

Source: Bureau of Labor Statistics, Nov. 2016 * 2016 is for only half a year

As is clear from the table, the 5-year average is below the stated minimum of 2.5 percent and, therefore, the analysis assumes the minimum 2.5 percent escalation factor will be employed throughout the 5-year forecast period. Based on this, the anticipated toll schedule for 2-axle vehicles on the THEA system by toll plaza and payment class is presented for FY2017 through FY2022 in Table 3. These toll rates and proportional toll rates for trucks are the basis for the traffic and toll revenue analysis that was conducted to certify toll revenue within this report.


4

Table 3: THEA System 2-Axle Assumed Toll Rates by Plaza, Year and Payment Class

Toll Plaza SunPass

2017 2018 2019 2020 2021 2022 REL $1.70 $1.74 $1.78 $1.83 $1.87 $1.92 East Mainline $1.70 $1.74 $1.78 $1.83 $1.87 $1.92 50th Street $0.85 $0.87 $0.89 $0.91 $0.94 $0.96 22nd Street $0.57 $0.58 $0.59 $0.61 $0.62 $0.64 Plant Avenue $0.57 $0.58 $0.59 $0.61 $0.62 $0.64 West Mainline $1.13 $1.16 $1.19 $1.22 $1.25 $1.28 Willow Street $0.85 $0.87 $0.89 $0.91 $0.94 $0.96

Toll Plaza Toll By Plate

2017 2018 2019 2020 2021 2022 REL $1.95 $1.99 $2.03 $2.08 $2.12 $2.17 East Mainline $1.95 $1.99 $2.03 $2.08 $2.12 $2.17 50th Street $1.10 $1.12 $1.14 $1.16 $1.19 $1.21 22nd Street $0.82 $0.83 $0.84 $0.86 $0.87 $0.89 Plant Avenue $0.82 $0.83 $0.84 $0.86 $0.87 $0.89 West Mainline $1.38 $1.41 $1.44 $1.47 $1.50 $1.53 Willow Street $1.10 $1.12 $1.14 $1.16 $1.19 $1.21

Note: Truck tolls are proportionately higher.


5

Detailed Coverage Tests

The details of the Toll Index Cost Coverage Test as defined by the Standard Procedure are shown in Table 4. The green highlighted columns are the coverage ratios that were shown and tested in Table 1. The Gross Toll Revenues are from Jacobs’ forecasts, while all other cost elements have been provided by THEA.

Table 4: Toll Index Costs Coverage Test FY2017 to FY2022

Gross Toll Revenue: from Jacobs' estimates including doubtful accounts Operating Costs: operations, maintenance and administrative expenses from Finance Plan Annual Debt Service: Series 2012 Bonds and Anticipated 2017 Bonds Debt Service Coverage: Net Revenues / Total Debt Service Capital Program Costs: Portion of Capital Program Costs to be funded from Annual Toll Revenues Total Costs: Sum of Operating Costs, Total Debt Service, and Capital Program Costs to be funded with Annual Toll Revenues Cost Coverage: Gross Revenues / Total Costs

Based on the analysis presented, the minimum toll adjustments of 2.5 percent annually will be sufficient to comply with THEA’s policies and procedures as defined within this document.

Yours sincerely

Richard J. Gobeille

Infrastructure Consultancy Director

Fiscal YearGross Toll Revenues

Operating Costs

Net Revenues

Total Debt Service

Debt Service Coverage

Capital Program Costs

Total Costs Cost Coverage

2017 $83,482 $13,687 $69,795 $24,861 2.81 $19,475 $58,023 1.442018 $87,141 $14,903 $72,238 $32,286 2.24 $18,186 $65,375 1.332019 $90,962 $15,503 $75,459 $35,762 2.11 $36,806 $88,071 1.032020 $94,951 $16,111 $78,840 $37,312 2.11 $41,314 $94,737 1.002021 $99,558 $16,755 $82,803 $38,468 2.15 $5,164 $60,387 1.652022 $103,924 $17,425 $86,499 $38,470 2.25 $8,135 $64,030 1.62


6

Limits/Disclaimer

Any summary of Jacobs’ information contained in this Report is not a complete description of the analysis and methods conducted by Jacobs as such analysis and method involves a complex analytical process involving various determinations as to the most appropriate and relevant methods of analysis and the application of those methods to the particular circumstances; therefore, any analysis is not readily susceptible to a summary description. Jacobs has made qualitative judgments as to the significance and relevance of each analysis and method that it considered. Accordingly, Jacobs’s analyses must be considered as a whole and that selecting portions of any individual analyses without considering all analyses and methods could create a misleading or incomplete view of the processes underlying its analyses. We therefore give no opinion as to the value or merit standing alone of any one or more sections of this Report.

This Report is necessarily based upon scientific, governmental, market, economic and other conditions as in effect on, and information made available to us as of the date of our Report. It should be understood that subsequent developments may affect the estimates or projections expressed in the Report and cannot be predicted with certainty. We specifically do not guarantee or warrant any estimate or projections contained in our Report.

Certain statements made in the Report that are not historical facts may constitute estimates, projections or other forward looking statements and even though Jacobs believes that such forward looking statements are reasonable and are based on reasonable assumptions as of the date in the Report, such forward looking statements by their nature involve risks and uncertainties that could cause actual results to differ materially from the results predicted. These forward-looking statements, revenue projections, and statements of opinion are based upon limited information and may be affected by preexisting or external conditions that are beyond the control of Jacobs and Jacobs assumes no responsibility therefore.

We disclaim any undertaking or obligation to advise any person of any change in any matter affecting this Report, which may come or be brought to our attention after the date of this Report.

This document, and the opinions, analysis, evaluations, or recommendations contained herein are for the sole use and benefit of the contracting parties. There are no intended third party beneficiaries, and Jacobs Engineering Group Inc., (and its affiliates) shall have no liability whatsoever to any third parties for any defect, deficiency, error, omission in any statement contained in or in any way related to this document or the services provided.

Neither this document nor any information contained therein or otherwise supplied by Jacobs Engineering Group Inc. in connection with the study and the services provided to our client shall be used in connection with any financing solicitation, proxy, and proxy statement, proxy soliciting materials, prospectus, Securities Registration Statement or similar document without the express written consent of Jacobs Engineering Group Inc.

We assume no obligation with respect to material differences between our findings and actual developments.

Note: Meetings of Committees as Whole will be held in the Expressway’s 3rd floor conference room. Monthly Board meetings will be held in the Expressway’s 1st floor Board room.

Tampa-Hillsborough Expressway Authority Meeting Schedule

2017

January 1/17/17 Committees as a Whole 2:30 p.m.

1/23/17 Board Meeting 1:30 p.m.

February 2/13/17 Committees as Whole 1:30 p.m. 2/27/17 Board Meeting 1:30 p.m.

March

3/13/17 Committees as Whole 1:30 p.m. 3/27/17 Board Meeting 1:30 p.m.

April


May


June

6/12/17 Committees as Whole 1:30 p.m. 6/26/17 Board Meeting 1:30 p.m. July


August

8/14/17 Committees as a Whole 1:30 p.m. 8/28/17 Board Meeting 1:30 p.m.

September 9/11/17 Committees as Whole 1:30 p.m. 9/25/17 Board Meeting 1:30 p.m.

October

10/16/17 Committees as a Whole 1:30 p.m. 10/23/17 Board Meeting 1:30 p.m.

November


December
