February 2012 Special Meeting Minutes

Open­ing:

The Spe­cial Board Meet­ing of the Pana­ma City-Bay Coun­ty Air­port and Indus­tri­al Dis­trict was called to order at 8:30 a.m., Feb­ru­ary 3, 2012, in the Air­port Board Room by Chair­man McKenzie.

The Invo­ca­tion was giv­en by Ms. Pat­ty Strick.

The Pledge of Alle­giance was led by Chair­man McKenzie.

The Exec­u­tive Sec­re­tary called the roll and indi­cat­ed all Board Mem­bers were present except Mr. Chris Forehand.

Con­sent Agenda:

a. HNTB – Geot­ech­ni­cal Test­ing for Swale Certification

This item pro­vides for Board approval and autho­riza­tion for HNTB to per­form geot­ech­ni­cal test­ing in order to pro­vide the Lin­ear Treat­ment Swale Cer­ti­fi­ca­tion for prop­er­ty adja­cent to the north­bound and south­bound lanes of West Bay Parkway.

Fol­low­ing Board dis­cus­sion, Mr. Pilch­er made a motion to approve the Con­sent Agen­da, and autho­riza­tion for the Board Chair­man or his designee to exe­cute any required doc­u­ments. Mr. Scott sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

Busi­ness Items:

a. Sec­ond Amend­ment to Agree­ment of Pur­chase and Sale of Old Air­port Property

The Pana­ma City – Bay Coun­ty Air­port and Indus­tri­al Dis­trict (“Dis­trict”) entered into an Agree­ment of Pur­chase and Sale with St. Andrew Bay Land Com­pa­ny, LLC (“Pur­chas­er”) on Octo­ber 24, 2007 for the pur­chase and sale of the old air­port prop­er­ty. Sub­se­quent­ly, both the Dis­trict and the Pur­chas­er entered into an Amend­ment to Agree­ment of Pur­chase and Sale as of Decem­ber 14, 2011 (“Agree­ment”).

Mr. Franklin Har­ri­son, Attor­ney for the Dis­trict, updat­ed the Board regard­ing the recent dis­cus­sions between the Dis­trict and Pur­chas­er regard­ing the out­stand­ing issues left between the par­ties. He reviewed the progress made by the Dis­trict in resolv­ing the issues raised by the Pur­chas­er, and fur­ther stat­ed that the Pur­chas­er now agreed that all out­stand­ing issues had been addressed and were resolved.

Mr. Har­ri­son stat­ed that the Dis­trict and Pur­chas­er have both agreed to enter into a Sec­ond Amend­ment to Agree­ment of Pur­chase and Sale which would for­mal­ly set­tle the dis­putes between both par­ties, and fur­ther which would allow both par­ties to move for­ward and sched­ule a clos­ing date for the sale of the old air­port property.

Mr. Har­ri­son stat­ed that upon Board approval and exe­cu­tion of the sec­ond amend­ment to the agree­ment, a clos­ing date could be sched­uled with­in five days from the date of exe­cu­tion of the agree­ment. As a result of the set­tle­ment between both par­ties, Mr. Har­ri­son rec­om­mend­ed that the Board approve the Sec­ond Amend­ment to Agree­ment of Pur­chase and Sale of the old air­port property.

Fol­low­ing Board dis­cus­sion, Mr. Scott made a motion to approve the rec­om­men­da­tion made by legal coun­sel for exe­cu­tion of the Sec­ond Amend­ment to Agree­ment of Pur­chase and Sale. Ms. Moliter­no sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

Pub­lic Comments:

None.

Adjourn­ment:

The meet­ing was adjourned at approx­i­mate­ly 8:50 a.m. (CST).

Pat­ty Strick, Exec­u­tive Sec­re­tary Andy McKen­zie, Chairman