RFP-23-26915: Series 2009D and 2010C-2 Letter(s) of Credit

Agency:	Metropolitan Washington Airports Authority
State:	District of Columbia
Type of Government:	State & Local
Posted Date:	Oct 27, 2023
Due Date:	Nov 27, 2023
Solicitation No:	RFP-23-26915
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METROPOLITAN WASHINGTON AIRPORTS AUTHORITY

REQUEST for PROPOSALS No. 23-26915

LETTERS OF CREDIT

Airport System Revenue Bonds

The Metropolitan Washington Airports Authority (the “Airports Authority”) is seeking proposals in connection with its Series

2009D (Non-AMT) Bonds currently outstanding in the amount of $44.66 million and Series 2010C-2 (Non-AMT) Bonds

currently outstanding in the amount of $48.66 million, with each supported by a TD Bank Letter of Credit expiring on February

28, 2024. The Airports Authority is seeking proposals from financial institutions interested in providing direct pay Letter(s) of

Credit and other variable rate products to support Variable Rate Demand Bonds (“VRDBs”).

A financial institution may propose for one or both credit facilities. Please note that the Airports Authority will only consider

proposals that do not include provisions based on a LIBOR index. Proposals must provide a commitment in the full amount of

one or both of the credit facilities from individual institutions. The Airports Authority has a strong preference for a credit facility

with no termination fees to allow for financial flexibility in managing its variable rate portfolio.

TITLE VI SOLICITATION NOTICE

The Airports Authority, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§

2000d to 2000d-4) and the Regulations, hereby notifies all offerors that it will affirmatively ensure that any contract entered into

pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit proposals

in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration

for an award.

Solicitation Issue Date: October 27, 2023

Response Deadline:

November 27, 2023, no later than 2:00 PM Eastern Time. Responses shall be submitted as “pdf”

files with the signature of the appropriate member of the offering firm. Submissions should be sent

via email to contracting@mwaa.com with “Response to RFP No. 23-26915, Series 2009D and Series

2010C-2 Letter(s) of Credit” in the subject line.

Questions:

All questions or requests for information must be submitted in writing, no later than 12:00 noon

Eastern time on November 10, 2023 via the Airports Authority’s website at:

http://www.mwaa.com/business/current-contracting-opportunities.

Answers will be posted on the Airports Authority’s website and all registered Planholders will be

notified of their availability.

Basis of Award

The Airports Authority is using a competitively negotiated procurement process to award these contracts, and selection

will be made taking into consideration proposed fees and spreads to be evaluated as part of the technical evaluation

criteria. Award(s) will be made to the firm(s) whose offer is judged to be an integrated assessment of the evaluation

criteria that are listed below. The Airports Authority may award one (1) or more contracts as a result of this solicitation.

If negotiations with the firm(s) offering the most advantageous terms are unsuccessful, the Airports Authority has the

right to begin negotiations with the firm(s) providing the next most advantageous terms.

Period of Performance: The contract term may be from one (1) year or longer depending upon final negotiated terms.

Evaluation Criteria:

1. Proposed credit facility fees, including downgrade pricing, term-out and terminations costs, and any other proposed

fees relative to the length of the proposed facility.

2. Proposed terms and covenants, including willingness to accept the Airports Authority’s existing covenants and

indemnification.

Metropolitan Washington Airports Authority

Request for Proposals

Additional Information: Please review Exhibit A – Covenants & Indemnification for certain of the terms that the Airports

Authority expects will be included in the Letter of Credit agreements. One of the factors in the Airports

Authority's selection process will be the willingness of a Bank to accept the terms described therein.

Amendment No.1 to the Thirty-Fourth Supplemental Indenture of Trust and the Thirty-Fourth

Supplemental Indenture of Trust for the Series 2009D Bonds are provided as Exhibit B. Amendment

No.1 to the Thirty-Seventh Supplemental Indenture of Trust and the Thirty-Seventh Supplemental

Indenture of Trust for the Series 2010C-2 Bonds are provided as Exhibit C.

For your review, please find the following documents on the Airports Authority’s website:

(a) Amended and Restated Master Indenture of Trust, as amended

https://www.mwaa.com/sites/mwaa.com/files/legacyfiles/masterindenturemwaaallfirst.pdf

(b) 2022 Annual Comprehensive Financial Report

https://www.mwaa.com/financial-statistics/current-financial-data

(d) Official Statement for the Series 2023A Bonds

https://www.mwaa.com/sites/mwaa.com/files/2023-

06/avi_series_2023a_os_dated_05.24.2023.pdf

(e) Financial Advisors’ Reports

https://www.mwaa.com/about/fa-reports

Remarketing Agent: The Airports Authority reserves the right to assign remarketing agents at its discretion.

Trustee/Paying Agent: The Trustee and Paying Agent on the transaction will be Manufacturers and Traders Trust Company.

Ratings:

As of the date of this RFP, the Airports Authority’s underlying credit ratings are:

• Fitch: AA- with stable outlook.

• Moody’s: Aa3 with stable outlook;

• S&P: AA- with stable outlook;

Information to be

Submitted:

Please answer the questions set forth in the attached Proposal Sheet – Letter of Credit. Alternative

variable rate proposals should be provided separately.

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Metropolitan Washington Airports Authority

Request for Proposals

METROPOLITAN WASHINGTON AIRPORTS AUTHORITY

PROPOSAL SHEET

LETTER OF CREDIT

Form of Response:

Each respondent must submit a term sheet that includes the following:

A. Proposing Entity Information

1) state the exact legal name of the institution proposing to provide the Letter(s) of Credit;

2) provide the name, address, email address, and telephone number of the primary contact responsible

for this engagement; and

B. Provide the name and contact information (including e-mail address) of your firm’s legal counsel. Provide an

estimate of and a cap on legal fees.

C. Provide a fee proposal for the facility offered.

D. Provide the period that your firm is willing to hold the fees.

E. Indicate your firm’s willingness to accept the language contained in Exhibit A – Covenants & Indemnification

of the Request for Proposals. Any changes to Exhibit A should be provided in a ‘blacklined’ version to assist

in reviewing exactly what changes to the documents are requested. Additionally, provide your firm’s reasoning

behind any changes.

F. Specify your (i) downgrade pricing, if any, and (ii) your term out provisions. Further, please confirm that there

will be no termination fees.

G. List any other proposed fees relative to the length of the proposed facility.

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Metropolitan Washington Airports Authority

Request for Proposals

Exhibit A

COVENANTS & INDEMNIFICATION

Affirmative Covenants of the Airports Authority. So long as the Bank has any commitment under the Liquidity/Credit Facility

or under any other Credit Document, or the Airports Authority shall have any obligation to pay any amount to the Bank hereunder

or under any other Credit Document, the Airports Authority shall, unless the Bank shall otherwise consent in writing:

(a) Performance of This and Other Agreements. Punctually pay or cause to be paid all amounts payable under

the Bank Agreement and the other Related Documents and observe and perform all of the conditions, covenants

and requirements of the Bank Agreement and the other Related Documents.

(b) Further Assurances. Execute, acknowledge where appropriate, and deliver, and cause to be executed,

acknowledged where appropriate, and delivered, from time to time promptly at the request of the Bank, all

such instruments and documents as are usual and customary or advisable to carry out the intent and purpose of

the Bank Agreement and the Credit Documents.

entries will be made, reflecting all financial transactions of the Airports Authority; and at any reasonable time

and from time to time, permit the Bank or any agents or representatives thereof, at the expense of the Bank, to

examine and make copies of and abstracts from the records and books of account of, and visit the properties

of, the Airports Authority and to discuss the affairs, finances and accounts of the Airports Authority with any

of the Airports Authority’s officers, trustees and independent auditors (and by this provision the Airports

Authority authorizes said auditors to discuss with the Bank or its agents or representatives, the affairs, finances

and accounts of the Airports Authority).

(d) Reporting Requirements. Furnish to the Bank:

(i)

as soon as available and in any event within 180 days after the end of each Fiscal Year, a copy of the

annual comprehensive financial report of the Airports Authority for such Fiscal Year, including the

audited financial statements therein;

(ii) from and after the date on which the unenhanced long-term rating on the Bonds or any Parity Debt

shall fall below A1 by Moody’s or A+ by S&P or Fitch, as soon as available and in any event with

ninety (90) days after the end of the first three quarters of each Fiscal Year, a copy of the unaudited

financial statements of the Airports Authority for such quarter, in the form customarily prepared by

the Airports Authority and distributed to the members of the Board of the Airports Authority;

(iii) concurrently with each delivery of the comprehensive annual financial report referred to in clause (i)

above, a certificate of the Airports Authority’s Chief Financial Officer to the effect that based on a

review of the Bank Agreement and the Related Documents (1) such review [has][has not] disclosed

the existence of a Default or Event of Default during or at the end of the accounting period covered

by such financial statements, and the Chief Financial Officer has no knowledge of the existence of

any Default or Event of Default as of the date thereof, (2) if the Airports Authority were to make the

representations and warranties set forth in the Bank Agreement as of the date thereof, such

representations and warranties would be true and correct in all material respects, or, if such

representations and warranties would not be true and correct in all material respects, a description of

the events or circumstances which would cause any of such representations or warranties to not be

true and correct in all material respects;

(iv) upon the request of the Bank, promptly following approval thereof, the annual budget, if any, of the

Airports Authority, containing estimates of expenditures and anticipated Revenues for the Fiscal Year

covered thereby;

(v) upon the request of the Bank, promptly after the same shall have become publicly available, copies

of (A) all financial reports, feasibility studies, budgets, if any, and other similar information with

respect to the Airports Authority that are released or available to the public, and (B) all final official

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Metropolitan Washington Airports Authority

Request for Proposals

statements or other final disclosure statements prepared with respect to any bonds issued under the

Master Indenture or other additional debt relating to the Aviation Enterprise;

(vi) promptly after an official of the Airports Authority has actual knowledge thereof, notice of any action,

suit, proceeding, inquiry or investigation before or by any court, public authority or body pending or

threatened wherein an unfavorable decision, ruling or finding would have a material adverse effect on

the transaction contemplated by this Bank Agreement or Related Documents, or which would

adversely affect the validity or enforceability of, or the authority or ability of the Airports Authority

to perform its obligations under the Bank Agreement or the other Related Documents to which it is a

party.

(vii) promptly after the occurrence of each Event of Default or Default under the Bank Agreement,

continuing on the date of such statement, a statement of an Authority Representative of the Airports

Authority setting forth details of such Event of Default or Default;

(viii)

promptly after the receipt or giving thereof, copies of all notices of resignation by or removal of the

Trustee, Paying Agent and/or either Remarketing Agent which are received and/or given by the

Airports Authority;

(ix) promptly after the same becomes known to the Airports Authority, copies of all state, local or federal

legislation which has been introduced in any legislative body of the Commonwealth of Virginia or

the District of Columbia, any local jurisdiction therein or the federal government and any other event

which, in the reasonable judgment of the Airports Authority, is likely to have a material adverse effect

on the Aviation Enterprise or the operations or Revenues of the Aviation Enterprise, the security or

sources of repayment for Bonds or the transactions contemplated by the Bank Agreement, or by the

RFP-23-26915: Series 2009D and 2010C-2 Letter(s) of Credit

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