Greater Orlando Aviation Authority Airport Facilities Revenue Bonds, Series 2016A (Amt) of the City of Orlando, Florida
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SUPPLEMENT TO PRELIMINARY OFFICIAL STATEMENT in connection with $84,150,000* GREATER ORLANDO AVIATION AUTHORITY AIRPORT FACILITIES REVENUE BONDS, SERIES 2016A (AMT) OF THE CITY OF ORLANDO, FLORIDA $105,210,000* $40,000,000* GREATER ORLANDO AVIATION AUTHORITY GREATER ORLANDO AVIATION AUTHORITY AIRPORT FACILITIES REVENUE BONDS, AIRPORT FACILITIES TAXABLE REFUNDING REVENUE BONDS, SERIES 2016B (NON-AMT) SERIES 2016C OF THE CITY OF ORLANDO, FLORIDA OF THE CITY OF ORLANDO, FLORIDA This Supplement provides information supplemental to the Preliminary Official Statement, dated September 21, 2016 (as herein supplemented, the "Preliminary Official Statement"), relating to the Series 2016 Bonds described above. This Supplement must be read in conjunction with the Preliminary Official Statement, including the appendices thereto. All capitalized terms used in this Supplement but not otherwise defined herein shall have the same meanings ascribed to such terms in the Preliminary Official Statement. This Supplement should not be separated from the Preliminary Official Statement, and neither this Supplement nor the Preliminary Official Statement should be relied upon in any way independently of each other. The subsection "Claims on BP-432" under the section titled "LITIGATION" on page 101 of the Preliminary Official Statement shall be amended and restated in its entirety to read: Claims on BP-432. Walbridge has raised a delay and impact claim which appears to be in excess of $17.1 million (the amounts alleged by Walbridge have increased over the course of the project). On September 19, 2016, Walbridge filed a lawsuit concerning this claim in the Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida (the "Lawsuit"). The Authority is currently the only defendant. Walbridge did not serve the complaint until September 22, 2016. The claim arises from allegations of unforeseen conditions, owner-caused schedule delays and errors and omissions in the design plans and specifications. The claim includes claims from subcontractors, including in excess of $6.4 million in claims from an electrical subcontractor (an alleged amount that has increased over the course of the project). Walbridge has not yet presented a final, contractually-compliant claim, thus _________________________ *Preliminary, subject to change. the total value of its claim is difficult to discern. The Authority vigorously contests the claim, including that the claim was not properly and timely presented in accordance with the contract documents, that the claim (or parts thereof) has been resolved by prior change orders, and contests the underlying facts alleged by Walbridge. The Lawsuit also alleges that the Authority breached its contract with Walbridge by, among other things, failing to manage and control design professionals and professional consultants, failing to ensure that contract modifications and payments were processed timely and in good faith, failing to credit Walbridge with completion of the project, expanding Walbridge's contractual responsibilities, and interfering with its employee and subcontract relationships. For these alleged breaches, Walbridge seeks an unspecified amount of damages and appears to seek a determination that Walbridge be released from any liability, including responsibilities to perform warranty and corrective work. The Authority intends to aggressively defend against Walbridge's claims and is unable at this time to assess the likelihood such claims have of succeeding. Also on this project, the Authority terminated baggage handling system Pod "C" from the contract work scope on a termination for convenience basis. The credit due the Authority from the Pod "C" removal and the necessary schedule adjustment are in dispute, with a difference in opinion totaling approximately $3.1 million and 80 days. The parties agreed to submit all claims to an alternative, non-binding dispute resolution process prior to litigation. This process involves assessment of the parties' contentions by a third-party Dispute Review Board ("DRB") that issues recommended resolutions to the parties' claims. This process was pending when Walbridge filed the Lawsuit, but had not definitively resolved any issues, as each of the DRB's recommendations had been rejected. The parties had not yet decided the next set of issues to be raised to the DRB, and certain of the issues in the Lawsuit had not been raised to the DRB before Walbridge filed the Lawsuit. This renders the status of both the DRB process and the Lawsuit unclear, making it premature to determine exposure in either forum. This Supplement addresses only the afore-described revisions to the Preliminary Official Statement as of its date. No attempt has been made to update any other information contained in the Preliminary Official Statement. Date: September 22, 2016 2 PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER 21, 2016 NEW ISSUE ‑ BOOK‑ENTRY ONLY RATINGS: S&P: "AA-" (Stable Outlook) Moody's: "Aa3" (Stable Outlook) Fitch: "AA-" (Stable Outlook) See "RATINGS" herein In the opinion of Co-Bond Counsel, under existing law, as currently enacted and construed, and assuming compliance with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Series 2016A Bonds and with certain covenants described under the heading "TAX MATTERS" herein, interest on the Series 2016A Bonds is excludable from gross income of the owners thereof for federal income tax purposes, except for interest on any Series 2016A Bond for any period during which such Series 2016A Bond is held by a "substantial user" of the facilities financed or refinanced with the proceeds of the Series 2016A Bonds or a "related person" within the meaning of Section 147(a) of the Code, but interest on the Series 2016A Bonds is an item of tax preference under the Code for purposes of determining the alternative minimum tax imposed on individuals and corporations. In the opinion of Co-Bond Counsel, under existing law, as currently enacted and construed, and assuming compliance with all requirements of the Code that must be satisfied subsequent to the issuance of the Series 2016B Bonds and with certain covenants described under the heading "TAX MATTERS" herein, interest on the Series 2016B Bonds is excludable from gross income of the owners thereof for federal income tax purposes. Further, interest on the Series 2016B Bonds is not an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations. See "TAX MATTERS" herein for a description of the federal alternative minimum tax on corporations and certain other federal tax consequences of ownership of the Series 2016 Bonds. Co-Bond Counsel is not delivering a federal tax opinion with respect to the Series 2016C Bonds. Interest on the Series 2016C Bonds is required to be included in the gross income of the owners of the Series 2016C Bonds for federal income tax purpose. Co-Bond Counsel is further of the opinion that the Series 2016 Bonds and the income thereon are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined in said Chapter 220. $84,150,000* GREATER ORLANDO AVIATION AUTHORITY AIRPORT FACILITIES REVENUE BONDS, SERIES 2016A (AMT) OF THE CITY OF ORLANDO, FLORIDA $105,210,000* $40,000,000* GREATER ORLANDO AVIATION AUTHORITY GREATER ORLANDO AVIATION AUTHORITY AIRPORT FACILITIES REVENUE BONDS, AIRPORT FACILITIES TAXABLE REFUNDING REVENUE BONDS, SERIES 2016B (NON‑AMT) SERIES 2016C OF THE CITY OF ORLANDO, FLORIDA OF THE CITY OF ORLANDO, FLORIDA Dated: Date of Delivery Due: October 1, as shown on inside cover The $84,150,000* Greater Orlando Aviation Authority Airport Facilities Revenue Bonds, Series 2016A (AMT) of the City of Orlando, Florida (the "Series 2016A Bonds"), the $105,210,000* Greater Orlando Aviation Authority Airport Facilities Revenue Bonds, Series 2016B (Non-AMT) of the City of Orlando, Florida (the "Series 2016B Bonds"), the $40,000,000* Greater Orlando Aviation Authority Airport Facilities Taxable Refunding Revenue Bonds, Series 2016C of the City of Orlando, Florida (the "Series 2016C Bonds," and together with the Series 2016A Bonds and the Series 2016B Bonds, the "Series 2016 Bonds") are being issued by the Greater Orlando Aviation Authority (the "Authority"), an agency of the City of Orlando, Florida (the "City"), under and pursuant to various provisions of law, and pursuant to the Airport Facilities Revenue Bond Resolution, originally adopted by the governing board of the Authority (the "Board"), on June 13, 1978, as supplemented and amended from time to time, and as amended and restated on June 24, 2015 (collectively, the "Airport Facilities Revenue Bond Resolution"), and as specifically supplemented by that certain Supplemental Airport Facilities Revenue Bond Resolution, authorizing the issuance of the Series 2016 Bonds, adopted by the Authority on September 21, 2016 (the "2016 Supplemental Resolution," and together with the Airport Facilities Revenue Bond Resolution, the "Bond Resolution"). Unless otherwise defined herein, capitalized terms used in this Official Statement shall have the meanings set forth in the Bond Resolution. See "APPENDIX B - AIRPORT FACILITIES REVENUE BOND RESOLUTION" attached hereto. On September 16, 2015, the Board approved amendments to the Airport Facilities Revenue