Historic Triangle Recreational Facilities Authority

City of Williamsburg Agenda Historic Triangle Recreational Facilities Authority Meeting Wednesday, May 8, 2024 @ 3:00 PM 412 N. Boundary Street, Williamsburg, VA 23185 Page 1. CALL TO ORDER 2. ROLL CALL 3. APPROVAL OF MINUTES 4. BOARD MEMBER ANNOUNCEMENTS 5. REPORTS 5.1. Financial Report 3-5 HTRFA - FINANCIALS - FY24 April 24 5.2. Executive Director's Report 5.3. Legal report 6. OPEN FORUM 7. CLOSED SESSION 7.1. Closed Session Pursuant to Section 2.2-3711(A)(6) & (A)(29) for Discussion or 6 Consideration of the Investment of Public Funds Where Competition or Bargaining Is Involved, Where, If Made Public Initially, the Financial Interest of the Authority Would Be Adversely Affected; Discussion of the Award of a Public Contract Involving the Expenditure of Public Funds, Including Interviews of Bidders or Offerors, and Discussion of the Terms or Scope of Such Contract, Where Discussion in an Open Session Would Adversely Affect the Bargaining Position or Negotiating Strategy of the Public Body (Operator Agreement, Naming Rights RFP, Live Performance Venue Interim Agreement, Executive Director). AIS-24-046 - Pdf 7.2. Certification of Closed Session 7 Certification of Closed Session - AIS 8. PUBLIC HEARINGS 9. UNFINISHED BUSINESS 9.1. Consideration and Action Concerning the Operational Contract with Kemper 8 Sports - Dan Siegel, Sands Anderson Agenda Item Summary - Pdf 9.2. Presentation and Discussion of the Proposed Financing Schedule Regarding 9 the Issuance of Bonds for the Regional Sports Center - Dan Siegel, Sands Anderson AIS-24-049 - Pdf 9.3. Presentation and Discussion of a Sports Center Design Update - Rick Hibbett 10 and the MEB/Clark Nexem Design Team Page 1 of 16  AIS-24-051 - Pdf 10. NEW BUSINESS 10.1. Consideration and Action Regarding Resolution #24-02 Establishing Official 11 - 13 Intent For A Future Allocation Of Bond Proceeds To Reimburse Expenditures for the Construction of a Sports Center and Associated Improvements - Barbara Dameron, Finance Director AIS-24-048 - Pdf 10.2. Consideration and Action Regarding the FY25 Proposed HTRFA Budget - 14 - 16 Barbara Dameron, Finance Director AIS-24-050 - Pdf 11. ADJOURNMENT Page 2 of 16  HISTORIC TRIANGLE RECREATIONAL FACILITIES AUTHORITY BALANCE SHEET APRIL 30, 2024 FY 2024 FY 2024 FULL ACCT ACCT DESCRIPTION ORGINAL REVISED REMAINING BUDGET BUDGET FY 2024 ACTUAL ENCUMB BUDGET 007-00-0000-11001 -HTRFA CASH $ - $ - $ 7,609,532.12 $ - $ - 007-00-0000-11002 -HTRFA CASH-PAYROLL - - - - - 007-00-0000-13010 -ACCOUNTS RECEIVABLE - - - - - TOTAL ASSETS $ - $ - $ 7,609,532.12 $ - $ - 007-00-0000-25001 -ACCOUNTS PAYABLE $ - $ - $ - $ - $ - 007-00-0000-25060 -ACCRUED PAYROLL PAYABLE - - - - - TOTAL LIABILITIES - - - - - 007-00-0000-39030 ASSIGNED F.B. - DEBT SERVICE $ 7,609,532.12 007-00-0000-39999 -UNASSINGED FUND BALANCE - - - - - TOTAL BALANCE $ - $ - $ 7,609,532.12 $ - $ - TOTAL LIABILITIES AND FUND BALANCE $ - $ - $ 7,609,532.12 $ - $ - Page 3 of 16 Page 1 of 3  HISTORIC TRIANGLE RECREATIONAL FACILITIES AUTHORITY STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE FOR MONTH ENDED APRIL 30, 2024 FY 2024 FY 2024 FULL ACCT ACCT DESCRIPTION ORGINAL REVISED FY 2024 REMAINING BUDGET BUDGET ACTUAL ENCUMB BUDGET REVENUE 007-00-0400-44440 - MAINT. OF EFFORT - WILLIAMSBURG $ - $ - $ 586,273.12 $ - $ - 007-00-0400-44441 DEBT SERVICE CTRB - WILLIAMSBURG - 007-00-0400-44450 MAINT. OF EFFORT - JCC - - 542,302.64 - - 007-00-0400-44460 MAINT. OF EFFORT - YORK COUNTY - - 241,068.18 - - 007-00-0400-44465 - TOURISM ALLIANCE - - - 007-00-0400-44200 INTEREST INCOME - - 323,438.31 - - TOTAL REVENUE $ - $ - $ 1,693,082.25 $ - $ - OPERATING EXPENDITURES 007-00-0500-51001 - SALARIES & WAGES $ - $ - $ - $ - $ - 007-00-0500-52001 - FICA - - - - - 007-00-0500-52002 - RETIREMENT-VRS - - - - - 007-00-0500-52005 - HOSPITALIZATION - - - - - 007-00-0500-52006 - GROUP LIFE INSURANCE - - - - - 007-00-0500-52016 - TRAINING - - - - - 007-00-0500-53002 - PROFESSIONAL SERVICES - - 38,000.00 - - 007-00-0500-530042- MAINTENANCE, BUILDINGS - - - - - 007-00-0500-530043- MAINTENANCE, OFFICE EQUIPMENT - - - - - 007-00-0500-53005B- OTHER LEGAL FEES - - 180,418.25 - - 007-00-0500-53006 - PRINTING - - - - - 007-00-0500-55101 - ELECTRICITY - - - - - 007-00-0500-55102 - HEATING - - - - - 007-00-0500-55103 - UTILITIES WATER/SEWER - - - - - Page 4 of 16 Page 2 of 3  HISTORIC TRIANGLE RECREATIONAL FACILITIES AUTHORITY STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE FOR MONTH ENDED APRIL 30, 2024 FY 2024 FY 2024 FULL ACCT ACCT DESCRIPTION ORGINAL REVISED FY 2024 REMAINING BUDGET BUDGET ACTUAL ENCUMB BUDGET 007-00-0500-55201 - POSTAGE - - - - - 007-00-0500-55203 - TELECOMMUNICATION - - 634.00 - - 007-00-0500-55301 - INSURANCE - - - - - 007-00-0500-55410 - UNIFORMS & APPAREL - - - - - 007-00-0500-55413 - OTHER OPERATING SUPPLIES - - 172.46 - - 007-00-0500-55501 - TRAVEL -MILEAGE - - - - - 007-00-0500-55503 TRAVEL 8,784.55 007-00-0500-55801 - DUES & ASSOCIATION MEMBERSHIPS - - - - - 007-00-0500-55838 - PRINCIPAL PAYMENTS - - - - - 007-00-0500-55839 - INTEREST PAYMENTS - - - - - 007-00-0500-55840 - COST OF BOND ISSUANCE - - - - - 007-00-0500-55869 - CONTINGENCY - - - - - 007-00-0500-55872A BANK FEES - - 25.00 - - 007-00-0500-58001 - LEASE/RENT OF EQUIPMENT - - - - - 007-00-0500-58003 - LEASE - LAND - - - - - TOTAL OPERATING EXPENDITURES $ - $ - $ 228,034.26 $ - $ - CAPITAL EXPENDITURES 007-00-0505-67080 - 2019-INDOOR SPORTS COMPLEX $ - $ - $ 2,074,564.36 $ - $ - TOTAL OPERATING AND CAPITAL EXP $ 2,302,598.62 NET CHANGE IN FUND BALANCE $ (609,516.37) BEGINNING FUND BALANCE 8,219,048.49 ENDING FUND BALANCE $ 7,609,532.12 Page 5 of 16 Page 3 of 3 Staff Contact Andrew Trivette, City Manager Agenda Item Wording Closed Session 1. Pursuant to VA Code Section 2.2-3711(A)(29) – Discussion of the Award of a Public Contract Involving the Expenditure of Public Funds, Including Interviews of Bidders or Offerors, and Discussion of the Terms or Scope of Such Contract, Where Discussion in an Open Session Would Adversely Affect the Bargaining Position or Negotiating Strategy of the Public Body (Operator RFP, Naming Rights RFP, Live Performance Venue Interim Agreement) and 2. Pursuant to VA Code Section 2.2-3711(A)(6) - Discussion or Consideration of the Investment of Public Funds Where Competition or Bargaining Is Involved, Where, If Made Public Initially, the Financial Interest of the Authority Would Be Adversely Affected (Executive Director for Authority, position details as employee or consultant initially). Background Information Public bodies such as the HTRFA are enabled to enter into closed session by Section 2.23711 of the Code of Virginia when specific purposes require. Previous Relevant Action None Staff Recommendation None Page 1 of 1 Page 6 of 16 Staff Contact Andrew Trivette, City Manager Agenda Item Wording Certification of Closed Session Background Information The Authority must certify that the preceding closed session included a discussion of only those items authorized by Virginia Code Section 2.2-3711. Previous Relevant Action None Staff Recommendation None Page 1 of 1 Page 7 of 16 Staff Contact Andrew Trivette, City Manager Agenda Item Wording Consideration and Action Concerning the Operational Contract with Kemper Sports - Dan Siegel, Sands Anderson Background Information At a recent meeting, the HTRFA staff was directed to issue an RFP for Sports Center Operations and/or Marketing. The RFP was issued on June 23, 2023, and closed on July 21, 2023. The RFP garnered four qualified responses. The HTRFA interviewed these respondents and scored each using a standardized matrix. The HTRFA has also conducted site visits for finalist respondents. At the January meeting of the HTRFA, the board directed staff to negotiate a contract for operating services with Kemper Sports. During the last several months, the parties have negotiated terms and completed legal review. Staff will present the completed contract for consideration and action by the HTRFA board. Previous Relevant Action June 14, 2023 - HTRFA directed staff to issue an RFP for Sports Center Operations and/or Marketing August 28, 2023 - HTRFA conducted respondent interviews Dec 6-8, 2023 - Members conducted site visits Jan 10, 2024 - The HTRFA board directs staff to negotiate a contract for operations with Kemper Sports Staff Recommendation Staff recommends approval of the operational contract as drafted. Page 1 of 1 Page 8 of 16 Staff Contact Andrew Trivette, City Manager Agenda Item Wording Presentation and Discussion of the Proposed Financing Schedule Regarding the Issuance of Bonds for the Regional Sports Center - Dan Siegel, Sands Anderson Background Information The HTRFA previously approved a contract with MEB to construct a regional sports center alongside the Colonial Williamsburg Visitor Center. The contracted amount of this project is approximately $80 million. The HTRFA intends to fund this cost using bonded debt. Sands Anderson will present a financing schedule regarding the planned bond issuance. Previous Relevant Action None Staff Recommendation None Page 1 of 1 Page 9 of 16 Staff Contact Andrew Trivette, City Manager Agenda Item Wording Presentation and Discussion of a Sports Center Design Update - Rick Hibbett and the MEB/Clark Nexem Design Team Background Information The HTRFA approved a comprehensive agreement with MEB for the design and construction of a regional sports center. The design committee, consisting of the HTRFA Chair, Vice Chair, and two representatives of the Colonial Williamsburg Foundation, guides the process. The MEB and Clark Nexsen design team assists the process, with consultation from City of Williamsburg staff. MEB and Clark Nexsen will provide a design update for the HTRFA Board. Previous Relevant Action March 7, 2024 - HTRFA Board approves the Comprehensive Agreement for the design and construction of a regional sports center with MEB as the general contractor Staff Recommendation None Page 1 of 1 Page 10 of 16 Staff Contact Barbara Dameron, Finance Director Agenda Item Wording Consideration and Action Regarding Resolution #24-02 Establishing Official Intent For A Future Allocation Of Bond Proceeds To Reimburse Expenditures for the Construction of a Sports Center and Associated Improvements - Barbara Dameron, Finance Director Background Information The HTRFA Board has previously approved the construction of a regional sports center with a contracted construction cost of approximately $80 million. The HTRFA intends to issue bonds for the project in the coming months. The Reimbursement Resolution, #24-02, allows for expenditures made before the bonds are issued to be reimbursed from bond proceeds. Coordinating the bond issue with the proposed timing of construction assists in meeting the spending exceptions to the Internal Revenue Code arbitrage rebate requirements. The Reimbursement Resolution has a stated principal amount exceeding the anticipated project cost to cover bond issue cost and inflation. However, the Reimbursement Resolution does not commit the HTRFA to issue bonds, nor does it commit a bond issue to the stated amount. Previous Relevant Action None Staff Recommendation Staff Recommends Approval of Resolution 24-01 as drafted. Attachments Resolution 24 01 Reimbursement Resolution Page 1 of 3 Page 11 of 16  RESOLUTION #24-02 A RESOLUTION DECLARING INTENTION TO REIMBURSE FROM THE PROCEEDS OF ONE OR MORE TAX-EXEMPT FINANCINGS FOR CERTAIN EXPENDITURES MADE AND/OR TO BE MADE IN CONNECTION WITH A SPORTS FACILITY PROJECT WHEREAS, the Historic Triangle Recreational Facilities Authority (the "Authority") is a political subdivision organized and existing under the laws of the Commonwealth of Virginia; WHEREAS, the Authority is interested in providing funds (the "Expenditures") for costs relating to the acquisition, engineering, design, and construction of a regional sports and events facility to be undertaken in various phases to be located on property in the Colonial Williamsburg Visitors Center property leased from Colonial Williamsburg Foundation in the City of Williamsburg, with the initial project being a regional sports center of approximately 200,000 square feet, with basketball courts, volleyball courts and pickleball courts and indoor soccer and other field sports, parking and related facilities (the "Project"); and WHEREAS, the Authority has determined that those moneys previously advanced no more than 60 days prior to the date hereof and to be advanced on and after the date hereof to pay the Expenditures are available only for a temporary period and it is necessary to reimburse the Authority for the Expenditures from the proceeds of one or more issues of tax-exempt bonds (the "Bonds"); and NOW, THEREFORE, BE IT RESOLVED BY THE HISTORIC TRIANGLE RECREATIONAL FACILITIES AUTHORITY: Section 1: The Authority hereby declares, in accordance with U.S. Treasury Regulation Section 1.150-2, as amended from time to time, the Authority's intent to reimburse the Authority with the proceeds of the Bonds for Expenditures with respect to the Project made on and after the date which is no more than 60 days prior to the date hereof. The Authority reasonably expects on the date hereof that it will reimburse itself for the Expenditures with the proceeds of the Bonds. Section 2: Each Expenditure was and will be either (a) of a type properly chargeable to a capital account under general federal income tax principles (determined in each case as of the date of the Expenditures), (b) a cost of issuance with respect to the Bonds, (c) a nonrecurring item that is not customarily payable from current revenues, or (d) a grant to a party that is not related to or an agent of the Authority so long as such grant does not impose any obligation or condition (directly or indirectly) to repay any amount to or for the benefit of the Authority. Section 3: The estimated maximum principal amount of the Bonds expected to be issued for the Project is $65,000,000. Page 2 of 3 Page 12 of 16  Section 4: The Authority will make a reimbursement allocation, which is a written allocation by the Authority that evidences the Authority's use of proceeds of the Bonds to reimburse an Expenditure, no later than 18 months after the later of the date on which the Expenditure is paid or the Project is placed in service or abandoned, but in no event more than three years after the date on which the Expenditure is paid. The Authority recognizes that exceptions are available for certain "preliminary expenditures," costs of issuance, certain de minimis amounts, expenditures by "small issuers" (based on the year of issuance and not the year of expenditure) and expenditures for construction projects of at least 5 years. Section 5: The officers of the Authority are hereby authorized to perform such other acts as may be required to implement the objectives of this Resolution. Section 6: This Resolution shall take effect immediately upon its adoption. The undersigned hereby certifies that the above Resolution was duly adopted by an affirmative vote of a majority of the members of the Board of Directors of the Historic Triangle Recreational Facilities Authority at a meeting duly called and held on May 8, 2024, and that such resolution is in full force and effect on the date hereof. May 8, 2024 _______________________________ _______________________________ Chairman Secretary _______________________________ Dustie McCay, Clerk Page 3 of 3 Page 13 of 16 Staff Contact Barbara Dameron, Finance Director Agenda Item Wording Consideration and Action Regarding the FY25 Proposed HTRFA Budget - Barbara Dameron, Finance Director Background Information The proposed HTRFA budget for FY25 totals $3.58 million. The sources of funds include contributions from the Maintenance of Effort funds from the three founding localities as required by the Code of Virginia, which totals $1.45 million, a debt service payment from the City of Williamsburg totaling $1.2 million, and contributions from York and James City County totaling $800,000. Expenses include $1.5 million in operating expenses and $2 million in capital expenses. Previous Relevant Action None Staff Recommendation Staff recommends adoption of the proposed FY25 budget as drafted. Attachments HTRFA FY25 Proposed Budget Page 1 of 3 Page 14 of 16  HISTORIC TRIANGLE RECREATIONAL FACILITIES AUTHORITY PROPOSED FY25 BUDGET FY 2025 ORGINAL ACCT DESCRIPTION BUDGET REVENUE MAINT. OF EFFORT ‐ WILLIAMSBURG $ 586,273 DEBT SERVICE CTRB ‐ WILLIAMSBURG 1,150,000 MAINT. OF EFFORT ‐ JCC 542,302 MAINT. OF EFFORT ‐ YORK COUNTY 321,424 TOURISM ALLIANCE ‐ OPERATING SUBSIDIES ‐ JCC 400,000 OPERATING SUBSIDIES ‐ YORK COUNTY 400,000 INTEREST INCOME 180,000 TOTAL REVENUE $ 3,580,000 OPERATING EXPENDITURES SALARIES & WAGES $ 160,000 FICA 12,200 RETIREMENT‐VRS 28,800 HOSPITALIZATION 16,000 GROUP LIFE INSURANCE 2,100 TRAINING ‐ PROFESSIONAL SERVICES 24,500 MAINTENANCE, BUILDINGS ‐ MAINTENANCE, OFFICE EQUIPMENT ‐ OTHER LEGAL FEES 225,000 PRINTING 500 ELECTRICITY 2,000 HEATING ‐ Page 2 of 3 UTILITIES WATER/SEWER ‐ Page 15 of 16 Page 1 of 2  HISTORIC TRIANGLE RECREATIONAL FACILITIES AUTHORITY PROPOSED FY25 BUDGET FY 2025 ORGINAL ACCT DESCRIPTION BUDGET POSTAGE 200 TELECOMMUNICATION 2,100 INSURANCE ‐ UNIFORMS & APPAREL ‐ OTHER OPERATING SUPPLIES 3,000 TRAVEL/TRAINING 2,000 DUES & ASSOCIATION MEMBERSHIPS 500 PRINCIPAL PAYMENTS ‐ INTEREST PAYMENTS COST OF BOND ISSUANCE ‐ CONTINGENCY 10,000 BANK FEES 100 LEASE/RENT OF EQUIPMENT ‐ LEASE ‐ LAND 220,000 TRANSFER TO OPERATING RESERVE 800,000 TOTAL OPERATING EXPENDITURES $ 1,509,000 CAPITAL EXPENDITURES TRANSFER TO CAPITAL RESERVE $ 371,000 2019‐INDOOR SPORTS COMPLEX 1,700,000 TOTAL CAPITAL EXPENDITURES $ 2,071,000 TOTAL EXPENDITURES $ 3,580,000 Page 3 of 3 Page 16 of 16 Page 2 of 2