Official Statement Airport Commission City and County of San ...

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On November 21, 2006, Travelex, the currency exchange and ATM service provider at the Airport, exercised its option to extend it lease for five years through December 9, 2012. The terms of the lease extension provide for a MAG of $4.1 million (adjusted annually to reflect increases in the Consumer Price Index), an increase in rent per enplaned passenger from $0.88 to $0.90 and improvements to facility designs financed by Travelex. In addition, Travelex opened two additional facilities in the ITC in November 2007. International Terminal Complex Food and Beverage Program With the opening of the ITC in December 2000, the Airport increased its total food and retail concessions space from 35,432 square feet to 89,080 square feet (subsequently increased to 91,857 square feet), and initiated a food and beverage program that showcases the quality and diversity of local San Francisco Bay Area restaurants. The original 18 restaurants in the ITC were selected from the nine Bay Area counties. This program was designed to provide international and domestic travelers with a welcoming taste of the Bay Area culinary experience. Domestic Terminal Food and Beverage Program Since 2003, the Commission has operated its food and beverage program in a manner similar to the one implemented in connection with the ITC to redevelop food and beverage concessions in the approximately 48,430 leasable square feet (subsequently expanded to 51,517 leasable square feet) of available food and beverage space in Terminals 1 and 3. This program, known as the “San Francisco Marketplace,” targets food and beverage companies that deliver a high quality dining experience, and is representative of San Francisco and the Bay Area. Approximately 82% of the food and beverage companies operating in Terminals 1 and 3 are owned by Bay Area residents. As was the case with the ITC and in order to maximize revenues to the Airport, the selected companies entered into direct leases with the Airport. All restaurants in the San Francisco Marketplace feature food to-go for the convenience of passengers traveling on flights that do not serve meals. Twelve of the 42 restaurants in the San Francisco Marketplace are located in pre-security areas accessible to the general public. In connection with the planned re-opening of Terminal 2 in spring 2011, the Commission is continuing the San Francisco Marketplace program for the development of approximately 16,975 leasable square feet of food and beverage establishments. The new restaurants will each have a “sustainable food” focus. The Commission expects to approve leases with the selected restaurants in spring 2010. Advertising Program In 2000, Transportation Media Inc., which was subsequently acquired by Clear Channel Airports, was selected by the Commission through a competitive process to provide advertising in limited areas within the Airport. The agreement (the “Advertising Lease”) was for a term of five years with three one-year options to extend. Annual base rental payable under the agreement was the higher of the MAG, which was equal to $4,050,000, or 70% of gross receipts charged with respect to such year with base rental adjusted annually based on the Consumers Price Index. In 2002 and 2003, the Commission authorized Clear Channel Airports to add advertising locations in additional areas within the Airport in exchange for increases in its rental payments. In 2005, Clear Channel Airports notified the Airport of its intention to exercise its five-year lease renewal option. The terms of the Advertising Lease provide for rental payments equal to the higher of the MAG set forth below or 70% of gross receipts. In September 2007, the Commission approved the early exercise by Clear Channel Airports of three one-year extensions to the Advertising Lease and the execution of a third amendment thereto. The third amendment to the Advertising Lease: (i) extends the expiration date to March 31, 2014; (ii) authorizes advertising and other series; (iii) amends the annual base rental payment to the greater of the MAG (in the amount of $6,535,000) or approximately 70% of gross receipts; and (iv) commencing April 1, 2012, amends the MAG to the greater of the MAG for the immediately prior lease year or 85% of actual rent paid in the immediately prior lease year. 70
Rental Cars Lease Option Period April 1, 2006 through March 31, 2007 April 1, 2007 through March 31, 2008 April 1, 2008 through March 31, 2009 April 1, 2009 through March 31, 2010 April 1, 2010 through March 31, 2011 April 1, 2011 through March 31, 2014 MAG $5,850,000 6,009,000 6,176,000 6,351,000 6,535,000 6,535,000 The eight on-Airport rental car companies that operate at the consolidated rental car facility located approximately one mile north of the Terminal Complex generated an aggregate of approximately $32.2 million in revenue in Fiscal Year 2008-09. This represents an approximately 10.2% increase compared to rental car revenues of approximately $29.3 million generated in Fiscal Year 2007-08, reflecting the impact of State legislation permitting rental car companies to charge customers for concession fees paid to airports, which in effect increased reportable revenues from the rental car companies by 10%. Each rental car company lease includes one five-year option to extend at the discretion of the Commission. For the expiration dates of each lease, see the table “Principal Airport Concessionaires.” Effective on the commencement of each lease through December 31, 2010, the Airport is offering each rental car company an incentive that will lower its concession fees, if at least 15% of their rental cars meet an EPA Green Vehicle score of 17 or higher. Rental car customers will also receive a $15 credit if they select a rental car that has an EPA Green Vehicle score of 18 or higher. This program will be evaluated at the end of 2010 to determine if the targets and incentives require adjustment. The aggregate MAG (the total concession fees and building space rental) for Fiscal Year 2007-08 received from the on-Airport rental car companies was $41.135 million and for Fiscal Year 2008-09 was $42.39 million. Parking In October 2006, New South Parking-California was selected by the Commission through a competitive process to provide public and employee parking services, commencing July 2, 2007 for an aggregate maximum fixed price equal to $48,287,442. The parking management agreement is for a term of three years with two one-year options to extend. Concession Revenues The table on the following page summarizes concession revenues for Fiscal Years 2007-08 and 2008-09 attributable to the Airport’s highest paying concessionaires. For the purpose of this table “Concession Revenue” is defined as fees and rentals collected by the Commission for: (i) the right to provide and operate restaurants, bars, car rental services, newsstands, gift shops, specialty shops, advertising displays, insurance, public telephones and other merchandising concessions and consumer services in the Terminal Area; (ii) the right to provide and operate courtesy vehicles, ground transportation services, hotels, service stations and other concessions and services in the groundside area; (iii) other activities and services in the groundside area of the Terminals such as public automobile parking and traffic fines. 71
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SAN FRANCISCO INTERNATIONAL AIRPORT
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2010A BONDS MATURITY SCHEDULE The i
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Information Provided by the Commiss
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Page Page VERIFICATION OF MATHEMATI
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The 2010A Bonds will be secured by
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Maturity Date (May 1) 2011 2012 201
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Interest on the 2010A Bonds will be
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Mandatory Sinking Fund Redemption T
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Redemption of Credit Provider Bonds
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SPECIAL CONSIDERATIONS RELATING TO
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“Operation and Maintenance Expens
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Fifth, to pay for necessary reconst
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Letter of Credit Upon the delivery
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Page 30 and 31: No Acceleration The Bonds are not s
Page 32 and 33: LETTER OF CREDIT AND REIMBURSEMENT
Page 34 and 35: appealable judgment, to be null and
Page 36 and 37: In addition to revenues received fr
Page 38 and 39: In addition to these regulatory act
Page 40 and 41: Each of Moody’s, Standard & Poor
Page 42 and 43: Initiative, Referendum and Charter
Page 44 and 45: Jackson J. Wong was appointed Chief
Page 46 and 47: that supports all airlines in the I
Page 48 and 49: from $1.50 to $4.00. The Airport is
Page 50 and 51: Airport Security In the immediate a
Page 52 and 53: � United Airlines commenced daily
Page 54 and 55: The following table lists the air c
Page 56 and 57: During Fiscal Year 2008-09 approxim
Page 58 and 59: Domestic Enplanements. During Fisca
Page 60 and 61: International Enplanements. Interna
Page 62 and 63: Cargo Traffic and Landed Weight Car
Page 64 and 65: TOTAL LANDED WEIGHT BY AIRLINE †
Page 66 and 67: Settlement Agreement Under the Sett
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Page 70 and 71: the beneficiaries (the people of th
Page 72 and 73: Hazardous Material Management Envir
Page 74 and 75: SUMMARY OF AIRPORT FINANCIAL RESULT
Page 76 and 77: Aviation Market Stimulus Program In
Page 80 and 81: PRINCIPAL AIRPORT CONCESSIONAIRES
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Page 86 and 87: The table below summarizes the inte
Page 88 and 89: SUMMARY OF PAYMENTS MADE BY THE AIR
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Page 104 and 105: federal, state or local tax liabili
Page 106 and 107: MISCELLANEOUS This Official Stateme
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Introduction APPENDIX B INFORMATION
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APPENDIX C SUMMARY OF CERTAIN PROVI
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Closing Date means the date upon wh
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Interest Payment Date means each da
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the Trustee for cancellation; (b) B
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payment agreement with the United S
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Special Facility means any existing
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Revenue Fund; Allocation of Net Rev
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Moneys in the respective accounts i
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Investments are allocated. Amounts
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Subordinate Bonds The Commission ma
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act or thing the effect of which wo
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filing of any such petition or to t
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moneys, funds and properties pledge
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The recitals, statements and repres
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The Trustee or the Paying Agent, as
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to or greater than the Credit Facil
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(a) such 2010A Bonds sold by the Re
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The Remarketing Agent The Remarketi
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APPENDIX D SUMMARIES OF CERTAIN PRO
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computations made in accordance wit
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APPENDIX E SUMMARY OF CERTAIN PROVI
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statement, it must be available fro
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Duties, Immunities and Liabilities
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APPENDIX F INFORMATION REGARDING TH
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Ambac Assurance’s consolidated fi
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Capitalization of AGM At September
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The available amount of each MBIA s
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complaint also alleges that certain
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APPENDIX G PROPOSED FORM OF OPINION
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APPENDIX H JPMORGAN CHASE BANK, NAT
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The Available Amount (as hereinafte
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JPMorgan Chase Bank, National Assoc
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IN WITNESS WHEREOF, this Certificat
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(ii) $_______________________ is de
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The undersigned Transferor acknowle
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The Bank of New York Trust Company,
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The Bank of New York Trust Company,
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