Open­ing:

The Board Meet­ing of the Pana­ma City-Bay Coun­ty Air­port and Indus­tri­al Dis­trict was called to order at 9:00 a.m., April 29, 2026 by Chair Mark Sheldon.

Roll was called. In atten­dance were: Ms. Vic­to­ria Williams, Mr. Matt Algar­in, Mr. Les McFat­ter, Mr. Glen McDon­ald, Ms. Hol­ly Melz­er, Vice Chair Will Cramer, and Chair Mark Sheldon.

The Invo­ca­tion was giv­en by Mr. McFatter.

The Pledge of Alle­giance was led by Vice Chair Cramer.

Chair Shel­don asked if there were any Pub­lic Com­ments, of which there were none.

Chair Shel­don asked if there were any items on the Agen­da, includ­ing the Con­sent Agen­da, that any Board Mem­ber would like to move to a Busi­ness Item for fur­ther dis­cus­sion, and if not, that a Board Mem­ber make a motion to accept the Amend­ed Agenda.

Ms. Melz­er made a motion to accept the Agen­da and Mr. McDon­ald sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

Pre­sen­ta­tion- Life Safe­ty Awards:

Exec­u­tive Direc­tor Park­er McClel­lan and Chair Shel­don pre­sent­ed the Life Safe­ty Awards to first respon­ders from the Air­port and Bay Coun­ty for their life-sav­ing actions dur­ing an inci­dent on March 14, 2026 at the Air­port. The fol­low­ing indi­vid­u­als were rec­og­nized: Air­port Police — Offi­cers Den­nis Hut­to and Logan McClain, Air­port Fire — Lt. Rus­sell Fis­er, Fire­fight­ers Erik Wha­ley, Andrew Nguyen, and Luke Glass, Bay Coun­ty Fire Res­cue ‑Para­medics Denis Pere­goe­dov and Ryan Plow­man, Bay Coun­ty EMS — Para­medics Maran­da Ponce and Car­los Blake.

Reports:

Air­port Activ­i­ty:

Mr. McClel­lan updat­ed the Board on the Activ­i­ty Reports, stat­ing the month of March was up just under 8% and growth con­tin­ues and with good load factors.

Finan­cial Report:

Ms. Dar­lene Gor­don pre­sent­ed the Finan­cial Reports for the six (6) months end­ing March 31^st.

At the end of March, the total cash reflects a decrease of $3.7 mil­lion from Feb­ru­ary, with a total cash bal­ance of $56.7 mil­lion. Unre­strict­ed cash is $34.3 mil­lion and restrict­ed cash is $22.4 mil­lion. Com­pared to March of last year, our unre­strict­ed cash has decreased $700,000 and our restrict­ed cash has increased $4.3 mil­lion for a total increase of $3.6 mil­lion over last year.

When look­ing at March 2026 vs. March 2025, total Lia­bil­i­ties have increased $3.2 mil­lion due to con­struc­tion payables, and excess rev­enues over expens­es year-to-date total $11.4 million.

Year-to-date as of March 31, oper­at­ing rev­enues are $12 mil­lion, per­son­nel expens­es are at 98% of bud­get and gen­er­al oper­at­ing expens­es are 92% of budget.

TIFIA and SIB Loan Update:

Ms. Gor­don intro­duced Mr. Jon Ford of Ford and Asso­ciates, the Air­port’s Finan­cial Advi­sor, to explain the Fed­er­al TIFIA Pro­gram and process through the Depart­ment of Trans­porta­tion (DOT).

One of the advan­tages of the TIFIA pro­gram is that it allows flex­i­bil­i­ty with tim­ing and amounts. How­ev­er, one of the dis­ad­van­tages of the pro­gram is the process of obtain­ing a loan is extreme­ly long. In our sit­u­a­tion, we would be look­ing at an ear­ly cal­en­dar 2027 clos­ing, which means we would need alter­nate financ­ing until that time. Addi­tion­al­ly, the rur­al pro­gram with a reduced inter­est rate, for which we would be apply­ing, is cur­rent­ly unavail­able due to lack of funding.

Mr. Ford fur­ther explained we are explor­ing the issuance of bonds, a dif­fer­ent form oflong-term financ­ing. This method will most like­ly require inter­im financ­ing, so we are inves­ti­gat­ing short-term options like com­mer­cial paper or a line of cred­it from a com­mer­cial bank. A bond issuance requires find­ing an under­writer and work­ing with George Smith and his team at Green­berg on a tax analysis.

Dis­cus­sion ensued.

Mr. George Smith of Green­berg Trau­rig, P.A. addressed the Board to dis­cuss the bond issue process and tax ram­i­fi­ca­tions to bond buyers.

Con­sent Agenda:

1. Approve Board Meet­ing Min­utes — April 29, 2026

This item pro­vides for Board approval of the April 29, 2026 Board Meet­ing Minutes.

Accept Pub­lic Trans­porta­tion Grant Agree­ment (PTGA) 448558−2−94−01 with Flori­da Depart­ment of Trans­porta­tion (FDOT) for the Main­te­nance Facil­i­ty Expan­sion and Adopt Res­o­lu­tion for Sig­na­ture Authorization

This item requests approval for the accep­tance of a Flori­da Depart­ment of Trans­porta­tion Pub­lic Trans­porta­tion Grant Agree­ment (PTGA) for Main­te­nance Facil­i­ty Expan­sion and Board Res­o­lu­tion accept­ing the PTGA.

Approve Back Flow Pre­ven­ter Award with Infra­struc­ture, Inc.

This item pro­vides infor­ma­tion to the Board for award­ing a con­tract for the replace­ment of four

• Fire­line Back­flow Preventers.

Approve Slope Plate Bag­gage Make-Up Unit Award to ERMC Avi­a­tion, LLC

This item pro­vides for Board approval for the pur­chase of a Slope Plate Bag­gage Make-Up Unit to be used in sup­port of the Air­port’s bag­gage han­dling sys­tem operations.

Approve Mas­ter Ser­vice Agree­ment (MSA) Amend­ment #7 for AVCON to add sub­con­sul­tants

This item pro­vides for Board con­sid­er­a­tion and approval for addi­tion­al sub­con­sul­tants to the Mas­ter Gen­er­al Con­sult­ing Con­tract with AVCON, Inc.

Mod­i­fi­ca­tion of AVCON Task Order No. 23B-13 for Qual­i­fied Mit­i­ga­tion Super­vi­sion (OMS) and Mit­i­ga­tion Monitoring

This item pro­vides for Board approval of a mod­i­fi­ca­tion to Task Order No. 23B-13 to AVCON by mod­i­fy­ing the per­for­mance peri­od to include an addi­tion­al month at the begin­ning of the engage­ment and to update the term to Sep­tem­ber 2025 to Sep­tem­ber 2026.

Approve Task Order #23B-18 AVCON ‑Design Updates for the Air­port Main­te­nance Facil­i­ty Expansion

This item pro­vides for the Board­’s approval of Task Order 23B-18 to AVCON, Inc. as the Air­port’s con­tin­u­ing engi­neer­ing con­sul­tant to per­form required updat­ed design, bid and award, and Con­struc­tion Admin­is­tra­tion ser­vices for the Air­port Main­te­nance Facil­i­ty Expan­sion Project.

Approve Gen­er­a­tor Main­te­nance Agree­ment with Thomp­son Trac­tor Ser­vices through a Coop­er­a­tive Agreement

This item pro­vides for the Board­’s approval to enter into a con­tract with Thomp­son Trac­tor Co., Inc. for Gen­er­a­tor Pre­ven­ta­tive Main­te­nance Services.

Approve HVAC Main­te­nance Agree­ment with Trane Ser­vices Agree­ment through a Coop­er­a­tive Agreement

This item pro­vides infor­ma­tion to the Board for approv­ing the HVAC Sched­uled Main­te­nance Ser­vice Agree­ment from Trane Technologies.

Approve and Adopt Res­o­lu­tion 2026-03 regard­ing the Estab­lish­ment of Intent to Reim­burse Cer­tain Cap­i­tal Expen­di­tures with Pro­ceeds of Future Tax-Exempt Financing

This item pro­vides for Board approval and adop­tion of Res­o­lu­tion 2026-03 regard­ing the Estab­lish­ment of Intent to Reim­burse Cer­tain Cap­i­tal Expen­di­tures with Pro­ceeds of Future Tax-Exempt Financing.

Ms. Melz­er made a motion to accept the Con­sent Agen­da and Mr. McDon­ald sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

Busi­ness Items:

1. Park­ing Pre­sen­ta­tion — Infor­ma­tion Only

Mr. McClel­lan pre­sent­ed future long-term park­ing options. There are plans for an addi­tion­al approx­i­mate­ly 2,500 sur­face park­ing spaces. The park­ing lots are locat­ed in close prox­im­i­ty to the Ter­mi­nal as well as remote park­ing. There are grants planned with FDOT for lat­er years.

Dis­cus­sion ensued.

Inten­tion­al­ly blank

This item was removed from the Agenda.

Approve Amend­ment #3 with Cardel­la Con­struc­tion — Ter­mi­nal Expansion cGMP2A

This item pro­vides for Board approval of Amend­ment #3 to Con­tract CN003 with Cardel­la Con­struc­tion Com­pa­ny to incor­po­rate cGMP #2A of the Ter­mi­nal Expan­sion Program.

Mr. McClel­lan explained the approach of devel­op­ing a cGMP #2A, which is need­ed to address some long lead items and as well as the Gen­er­al Con­di­tions for the con­trac­tor. This effort will take Cardel­la through August 2026.

Mr. McFat­ter made a motion to accept the Amend­ment #3 with Cardel­la Con­struc­tion Ter­mi­nal Expan­sion cGMP 2A and Ms. Melz­er sec­ond­ed the motion. The vote was tak­en and passed unanimously.

1. Approve Change Order #2 to Task Order 23B-10 with AVCON for Fire Ris­er Room Mod­i­fi­ca­tions and addi­tion­al Struc­tur­al Budget

This item pro­vides for Board approval of Change Order #2 to Task Order 23B-10 with AVCON, Inc. as the Air­port’s con­tin­u­ing engi­neer­ing con­sul­tant for increased sub­con­sul­tant ser­vices for the Ter­mi­nal Expan­sion Program.

Ms. Nation pre­sent­ed the Task Order which includ­ed the addi­tion of a Fire Ris­er Room based on the water flow test­ing results. It was deter­mined that the Ter­mi­nal Expan­sion Project would need addi­tion­al water pres­sure .and the Fire Ris­er Room would include a sup­ple­men­tal fire pump.

Addi­tion­al­ly, she advised the struc­tur­al efforts asso­ci­at­ed with the task order had lit­tle to no fund­ing remain­ing and request­ed addi­tion­al funds in the amount of $538,659.26 to com­plete the effort. There were numer­ous rea­sons for this over­age and fol­low­ing a dis­cus­sion with the Board it was deter­mined addi­tion­al infor­ma­tion was need­ed for a full under­stand­ing of this request.

Mr. Cramer sug­gest­ed that a par­tial fund­ing of the request­ed amount would address the imme­di­ate con­cerns and AVCON would return at a lat­er date with addi­tion­al jus­ti­fi­ca­tion for this increase to the task order.

Vice Chair Cramer made a motion to Approve $250,000 for Change Order #2 to Task Order 23B-10 with AVCON for Fire Ris­er Room Mod­i­fi­ca­tions and addi­tion­al struc­tur­al bud­get pro­vid­ing that AVCON presents doc­u­men­ta­tion for the addi­tion­al costs and nec­es­sary tasks to be per­formed. Mr. Algar­in sec­ond­ed the motion and a vote was tak­en. The motion passed six to one with Mr. McDon­ald vot­ing no.

Approve Change Order #1 to Task Order #23A-11 Ardur­ra-Ter­mi­nal Expan­sion Own­ers Autho­rized Rep­re­sen­ta­tive (OAR) Ser­vice

This item pro­vides for Board Approval of Change #1 to Task Order 23A-11 with Ardur­ra, the Air­port’s Gen­er­al Con­sul­tant, for Own­er’s Autho­rized Rep­re­sen­ta­tive (OAR) ser­vices asso­ci­at­ed with the North Ter­mi­nal Expan­sion Program.

Dis­cus­sion ensued over the requests to pay for con­tin­u­ous design mod­i­fi­ca­tions. Mr. Aaron Buob affirmed that the designs pro­vid­ed from a past con­trac­tor for the Ter­mi­nal Expan­sion project were less than 95% com­plete. Chair Shel­don asked Legal Coun­sel to con­firm what per­cent­age of com­ple­tion that the plans received by the past con­trac­tor were when it was under­stood 95% design com­ple­tion plans were paid for and delivered.

Ms. Williams request­ed more infor­ma­tion regard­ing the exist­ing design pack­age ver­sus the con­trac­tor val­ue engi­neer­ing costs and the delta that exists between the two.

Based on the request from the pre­vi­ous agen­da item and the sim­i­lar­i­ties, it was sug­gest­ed by Mr. Cramer an alter­na­tive amount be fund­ed rather than the request­ed $554,448 and Ardur­ra would return with a detailed analy­sis of the addi­tion­al costs for future consideration.

Mr. Cramer made a motion to Approve $250,000 for Change Order #1 to Task Order #23A-11 Ardur­ra - Ter­mi­nal Expan­sion Own­ers Autho­rized Rep­re­sen­ta­tive (OAR) Ser­vice pro­vid­ing that Ardur­ra presents doc­u­men­ta­tion for the addi­tion­al costs and nec­es­sary tasks to be per­formed. Mr. Algar­in sec­ond­ed the motion and a vote was tak­en. The motion passed unanimously.

1. Approve Ter­mi­na­tion of Bond Coun­sel Retain­er Agree­ment with George A. Smith. LLC and Accep­tance of Let­ter of Engage­ment for Bond Coun­sel Ser­vices with Green­berg Trau­rig, P.A.

This item pro­vides for the Board approval of the ter­mi­na­tion of the Bond Coun­sel Agree­ment with George A. Smith, PLLC and Accep­tance of the Let­ter of Engage­ment for Bond Coun­sel Ser­vices with Green­berg Trau­rig, P.A., Mr. Smith’s new firm, with the same rates apply­ing to the new contract.

Mr. McFat­ter made a motion to Approve Ter­mi­na­tion of Bond Coun­sel Retain­er Agree­ment with George A. Smith, LLC and Accep­tance of Let­ter of Engage­ment for Bond Coun­sel Ser­vices with Green­berg Trau­rig, P.A. The motion was sec­ond­ed by Ms. Melz­er. A vote was tak­en and the motion passed unanimously.

Chair Shel­don called for a five-minute recess. Con­struc­tion Updates (Infor­ma­tion Only)

1. Cardel­la

Mr. Trip Vaughn rep­re­sent­ed Cardel­la with an update on the fol­low­ing items:

Ter­mi­nal Expan­sion Project ongoing activ­i­ties:

Grease trap & sew­er line install

• Site demo­li­tion
• Foun­da­tion exca­va­tion & compaction
• Foun­da­tion con­crete placements

Upcom­ing activities:

FPL Wire Pull

• Shal­low plumb­ing & elec­tri­cal rough-in
• Build­ing water line installation
• Slab con­crete placements
• Steel erec­tion

2. Ardur­ra Group

Mr. Kyle Athey and Mr. Buob rep­re­sent­ed the Ardur­ra Group with an update on the Own­ers Autho­rized Rep­re­sen­ta­tive (OAR) ser­vices for the Ter­mi­nal Expan­sion and oth­er activities:

Ter­mi­nal Expansion

• Man­age­ment of onsite con­struc­tion activ­i­ties on a daily/​weekly basis and A/E activities
• Esti­mat­ing and Review of Poten­tial Change Orders
• Gate ⁸⁄₉ Stair Recon­fig­u­ra­tion com­plet­ed and passed Bay Coun­ty Inspection
• Flori­da Pow­er & Light coor­di­na­tion efforts

Revised Base­line Sched­ule for cGMP‑1 resub­mit­ted for review

• Coor­di­na­tion of mul­ti­ple Fea­tures of Work between ECP per­son­nel and Cardella
• March 2026 pay appli­ca­tion review and for­ward­ed to ECP approval & payment

Oth­er Activ­i­ties Update

• Coor­di­nat­ed Emer­gency Light Test­ing for the North Ter­mi­nal Build­out project with Cer­tifi­cate of Com­ple­tion received from Bay Coun­ty (4÷21)
• Gate ⁶⁄₇ esca­la­tor alter­na­tive location
• Alter­nate scheme to locate escalator

• Review of pay appli­ca­tions for fed­er­al grant com­pli­ance, includ­ing devel­op­ment of detailed con­struc­tion cost break­outs by grant

3. AVCON

Ms. Tonia Nation pro­vid­ed an update on the fol­low­ing ongo­ing projects:

Stormwa­ter Mas­ter Plan/​General Per­mit Sil­vi­cul­ture Improve­ments Ms. Nation pro­vid­ed an update on mov­ing for­ward with the clear­ing and devel­op­ment of the North 350-acres and Park­ing efforts.

1. Stormwa­ter Mas­ter Plan
   • Per­mits Mas­ter Pond Areas
   • Devel­op­ment areas to be ​“shov­el ready”
   • Devel­op­ment must be imminent

Gen­er­al Permit

• Recat­e­go­rizes treat­ment vol­umes in exist­ing ponds reserved to the air­field for non-air­field uses

Exist­ing FDEP/USACE Wet­land Permit

• Main­tain ditch­es, cul­verts, & log­ging roads

• Tree har­vest­ing under this permit

• Dredge & Fill under this permit

North 350-AC Par­cel Strat­e­gy At the Air­port’s request, a plan for ditch realign­ment and tree har­vest­ing is being pre­pared for the 350 acre parcel.

Clear­ing the 350-AC site is clas­si­fied under the exist­ing FDEP/USACE per­mit. No per­mit­ting is required for ditch realign­ment and tree har­vest­ing activ­i­ties. The FAA has pre­vi­ous­ly approved the tree removal with no ver­ti­cal construction.

The method for ditch realign­ment and tree removal/​harvesting will be a mul­ti-step process:

Step #1

Step #2

Step #3

Step #4

Inven­to­ry Ditches/​Swales (May 2026)

• Ini­tial find­ings include cul­verts are under­sized, con­tain debris, and are in some cas­es collapsing.
• Cul­vert inverts are incor­rect with water flow­ing in the wrong direc­tion. Pre­pare a design to realign ditch­es to allow for clear­ing Repair, Realign, and Mod­i­fy Swales Clear/​Harvest Trees

Park­ing Devel­op­ment The Stormwa­ter Plan allows for the devel­op­ment of addi­tion­al park­ing in the Air­port’s dry ponds and there will be the need to devel­op addi­tion­al ponds as part of the stormwa­ter pro­gram. The first pond to be devel­oped will be on the west side of West Bay Park­way as part of the North Access Road Project. The Air­port has advised they will receive a grant to begin this devel­op­ment of the road­way, the grant being a Com­mu­ni­ty Project Grant through Neal Dun­n’s Office.

Project/​Planning Updates (infor­ma­tion only)

Mr. McClel­lan pro­vid­ed the fol­low­ing project updates:

• IAG Aero Group

Met with IAG last week and there is a plan to move for­ward. We are work­ing with Ardur­ra to get the design cri­te­ria pack­age completed.

• Pre­mier Aviation

They have a finan­cial part­ner to work with them to devel­op the site and we are mov­ing forward.

• Flori­da Nation­al Guard ‑John­ny Reaver Road

No update.

• Flori­da Nation­al Guard-Lisen­by Avenue

No update.

Bay EDA Update (infor­ma­tion only)

Ms. Bec­ca Hardin with Bay EDA pro­vid­ed the fol­low­ing report:

• Bay EDA attend­ed MRO Amer­i­c­as with ECP Chair Shel­don and Exec­u­tive Direc­tor McClel­lan in Orlan­do where we met with 20 com­pa­nies in two-days.
• Project Glad­i­a­tor came to Bay Coun­ty for a site vis­it fol­low­ing the MRO show on Fri­day. Focus is on wide-body work only — 125 jobs, $30 mil­lion cap­i­tal investment.
• Project Venus is inter­est­ed in track­ing the IAG project.
• Project Horus is a Cana­di­an MRO we’ve been talk­ing to for sev­er­al years. The project is active again and is up to 400 new jobs and they’re com­ing for a site vis­it in June.
• Project Super Bowl is a defense relat­ed project that is also heat­ing up — 150 jobs and $25 mil­lion cap­i­tal investment.
• Project Picas­so rep­re­sen­ta­tives have had two vis­its to the Air­port with plans for four (4) hangars and they are ready to move. Finan­cials have been received and approved to work in phas­es to ensure Cap­i­tal for their project.
• Project Ignite, a defense con­trac­tor that works with Lock­heed Mar­tin, has plans to vis­it Tyn­dall in July.
• A small­er project is an indi­vid­ual with inter­est to build an air­craft bone yard with plans for a future site visit.

Exec­u­tive Direc­tor Report:

We’re prepar­ing for a busy sum­mer and are expect­ing 15,000 peo­ple to come through the Air­port on Sat­ur­day, June 6^th. This is look­ing to be our biggest sum­mer yet, and with the ongo­ing con­struc­tion, traf­fic and curb man­age­ment will be a focus.

Two posi­tions, the Project Man­ag­er and the Direc­tor of Finance and Admin­is­tra­tion, have been post­ed to indus­try websites.

If there is inter­est, we will sched­ule a con­struc­tion walk-through after future Board meet­ings as the Expan­sion Project develops.

There were no addi­tion­al pub­lic comments.

Next meet­ing sched­uled: Board Meet­ing: May 27, 2026 ‑9:00 a.m. The meet­ing was adjourned at approx­i­mate­ly 11:05 a.m.

� Park­er W. McClel­lan, Jr., AAE Exec­u­tive Director