March 2013 Meeting Minutes

Open­ing:

The Board Meet­ing of the Pana­ma City-Bay Coun­ty Air­port and Indus­tri­al Dis­trict was called to order at 9:00 a.m., March 27, 2013 in the Air­port Board Room by Chair­man Pilcher.

The Invo­ca­tion was giv­en by Ms. Pamn Hen­der­son. The Pledge of Alle­giance was led by Chair­man Pilcher.

All Board Mem­bers were present except Ms. Dawn Moliterno.

Approval of Minutes:

The Feb­ru­ary 27, 2013 Board Meet­ing Min­utes were approved as distributed.

Reports:

Mr. Wheat pre­sent­ed and reviewed both the activ­i­ty report and the finan­cial report to the Board.

Con­sent Agenda:

a. Approval of Spring Fertilization

This item pro­vides for Board approval to con­tract for the appli­ca­tion of fer­til­iz­er to approx­i­mate­ly 500 acres of air­port property.

Fol­low­ing Board dis­cus­sion, Mr. Scott made a motion to approve con­tract­ing with Altha Agron­o­my for the pur­chase and appli­ca­tion of 400 pounds per acre of homo­ge­neous fer­til­iz­er to be applied to approx­i­mate­ly 500 acres at the air­port. Mr. Bruett sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

Busi­ness Items:

a. Rat­i­fi­ca­tion of Board Action

This item pro­vides for Board rat­i­fi­ca­tion of action tak­en at the Emer­gency Board Meet­ing held on March 13, 2013 where­in the Board vot­ed unan­i­mous­ly to autho­rize the Board Chair­man and the air­port attor­ney to nego­ti­ate a con­tract with Mr. Park­er McClel­lan for the posi­tion of Exec­u­tive Direc­tor at the airport.

Fol­low­ing Board dis­cus­sion, Mr. Math­is made a motion to approve the rat­i­fi­ca­tion of action tak­en by the Board regard­ing nego­ti­at­ing a con­tract with Mr. McClel­lan for the Exec­u­tive Director’s posi­tion. Mr. Scott sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

b. Exec­u­tive Direc­tor Contract

This item pro­vides for Board approval of an employ­ee con­tract between the Pana­ma City – Bay Coun­ty Air­port Author­i­ty and Indus­tri­al Dis­trict (Dis­trict) and Park­er W. McClel­lan, Jr., (Employ­ee) for the posi­tion of Exec­u­tive Direc­tor at the North­west Flori­da Beach­es Inter­na­tion­al Airport.

On March 13, 2013 the Board vot­ed unan­i­mous­ly to have the Board Chair­man work with legal coun­sel to nego­ti­ate a con­tract with Mr. McClel­lan for the Exec­u­tive Director’s posi­tion. Mr. Pilch­er and the airport’s legal coun­sel met with Mr. McClel­lan and were suc­cess­ful in nego­ti­at­ing terms for a new Employ­ment Contract.

Fol­low­ing Board dis­cus­sion, Mr. Scott made a motion to approve the Employ­ment Con­tract between the Dis­trict and Mr. McClel­lan and autho­riza­tion for the Board Chair­man to exe­cute the doc­u­ment. Mr. Koehne­mann sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

c. Moore Com­mu­ni­ca­tions Group – Annu­al Review

This item pro­vides for Board review of the work per­formed by Moore Com­mu­ni­ca­tions Group and renew­al of the Mar­ket­ing and Com­mu­ni­ca­tions Con­sul­tant Agreement.

In March 2011, the air­port entered into an agree­ment with Moore Com­mu­ni­ca­tions Group (MCG) for mar­ket­ing and com­mu­ni­ca­tions con­sult­ing ser­vices. The agree­ment pro­vid­ed for a three year term with reviews of their per­for­mance on an annu­al basis.

MCG has per­formed numer­ous tasks over the sec­ond term of their agree­ment rang­ing from the devel­op­ment of an annu­al com­mu­ni­ca­tions plan, web site sup­port, and by increas­ing media rela­tions. Addi­tion­al­ly, MCG will play a key role in the devel­op­ment of the airport’s spon­sor­ship with the 30A Song­writ­ers Fes­ti­val and the Seabreeze Jazz Fes­ti­val for 2014. Staff feels that MCG has per­formed in an excel­lent man­ner and has con­tin­ued to per­form work in the best inter­est of the airport.

Based on their per­for­mance, staff rec­om­mends approval of the annu­al renew­al with MCG for con­tin­u­a­tion of their agree­ment to pro­vid­ed mar­ket­ing and com­mu­ni­ca­tion ser­vices to the air­port. Fund­ing is avail­able in the FY13 bud­get and will be pro­grammed in the FY14 bud­get for sup­port of this agreement.

Fol­low­ing Board dis­cus­sion, Mr. Bruett made a motion to approve the annu­al renew­al of the Pro­fes­sion­al Ser­vices Agree­ment for Mar­ket­ing and Com­mu­ni­ca­tions Ser­vices with Moore Com­mu­ni­ca­tions Group, Inc. for year three of their agree­ment. Mr. Scott sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

d. Repub­lic Park­ing Sys­tem, Inc. Agree­ment – Three Year Term Extension

This item pro­vides for Board approval of an amend­ment to the pub­lic park­ing agree­ment with Repub­lic Park­ing Sys­tem, Inc.

On May 15^th, 2010 the air­port entered into the first amend­ment to the man­age­ment agree­ment with Repub­lic Park­ing Sys­tems, Inc. This amend­ment extend­ed the term of the man­age­ment agree­ment to May 23, 2013. Addi­tion­al­ly, upon the expi­ra­tion date of May 23, 2013, Repub­lic Park­ing would have the option to renew the agree­ment for an addi­tion­al three year peri­od by mutu­al agree­ment of both par­ties. Such renew­al would be sub­ject to a writ­ten request for renew­al to be pro­vid­ed by Repub­lic Park­ing to the air­port no lat­er than 90 days pri­or to expi­ra­tion of the cur­rent term.

On Jan­u­ary 7, 2013 Repub­lic Park­ing Sys­tem, Inc. sub­mit­ted a writ­ten request for the three year exten­sion in accor­dance with Arti­cle 1 of the agree­ment. The ser­vices per­formed by Repub­lic Park­ing in oper­at­ing the airport’s pub­lic park­ing lot have been excel­lent and there have been no issues that would war­rant not extend­ing this agree­ment. This exten­sion would cov­er the peri­od of May 23, 2013 through May 22, 2016.

In con­sid­er­a­tion of the pro­posed new bor­row­ing to assist with financ­ing the cov­ered park­ing lot project, it will be nec­es­sary to amend sec­tions 4.01 and 4.02 which deal with com­pen­sa­tion paid to Repub­lic Park­ing. To ensure the park­ing lot man­age­ment agree­ment is a qual­i­fy­ing agree­ment to finance the park­ing improve­ments on a non-AMT basis, it will be nec­es­sary to revise the agree­ment to ensure that the incen­tive com­pen­sa­tion does not exceed the fixed compensation.

To accom­plish this, the amend­ment would increase the month­ly man­age­ment fee to $2,500 for year one, $2,550 for year two and $2,601 for year three. Addi­tion­al­ly, the max­i­mum per­for­mance incen­tive bonus would be the cal­cu­lat­ed per­for­mance per­cent­age times the total of the annu­al man­age­ment fee. The total incen­tive bonus would not exceed the total amount of the month­ly man­age­ment fee. This change does not increase the amount paid to Repub­lic Park­ing, but only mod­i­fies the basis of the com­pen­sa­tion calculation.

Fol­low­ing Board dis­cus­sion, Mr. Scott made a motion to approve the sec­ond amend­ment to the man­age­ment agree­ment with Repub­lic Park­ing Sys­tems, Inc., approval to extend the agree­ment for a three year peri­od begin­ning May 23, 2013 with the addi­tion of a new three year renew­al option, approval to mod­i­fy the com­pen­sa­tion cal­cu­la­tions, and autho­riza­tion for the Board Chair­man or his designee to exe­cute any required doc­u­ments. Mr. Bruett sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

e. Reim­burse­ment Resolution

This item pro­vides for Board approval of a res­o­lu­tion allow­ing the Dis­trict to reim­burse itself for costs of the cov­ered air­port park­ing project that are incurred before a loan is in place.

Pre­vi­ous­ly, the Board approved the con­struc­tion of a cov­ered park­ing area in the exist­ing air­port park­ing lot. The Dis­trict will need to incur debt in order to fund a por­tion of the plan­ning and con­struc­tion of that park­ing area, and it is expect­ed that the costs of the project will be reim­bursed by and financed with the pro­ceeds of that debt.

In light of this, staff is request­ing Board approval of a res­o­lu­tion that will allow the Dis­trict to be reim­bursed from the pro­ceeds of future financ­ing for cap­i­tal expen­di­tures to be paid by the Dis­trict for the pur­pose of acquir­ing, con­struct­ing and erect­ing the project, includ­ing but not lim­it­ed to cap­i­tal expen­di­tures, costs of design and oth­er costs asso­ci­at­ed with the issuance of debt. It is expect­ed that the total amount of debt to be incurred by the Dis­trict with respect to the project will not exceed $700,000.

Fol­low­ing Board dis­cus­sion, Mr. Bruett made a motion to approve the res­o­lu­tion allow­ing for reim­burse­ment to the Dis­trict from the pro­ceeds of the future bor­row­ing and autho­riza­tion for the Board Chair­man to exe­cute the res­o­lu­tion. Mr. Scott sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

Oth­er Business:

Stormwa­ter Man­age­ment Sys­tem Aug­men­ta­tion Project Update: Mr. McClel­lan updat­ed the Board regard­ing the sta­tus of this project. He stat­ed that the project was on sched­ule and should be com­plet­ed by the end of June.

Bay Air­craft Own­ers Hangar Door Update: Mr. McClel­lan updat­ed the Board regard­ing the sta­tus of repair to the hangar door. He stat­ed that sig­nif­i­cant progress had been made with­in the last 30 days, and they were wait­ing to receive cer­ti­fi­ca­tion from the cylin­der manufacturer.

Deputy Exec­u­tive Direc­tor RFP Update: Mr. McClel­lan updat­ed the Board regard­ing the sta­tus of this RFP. He stat­ed that the RFP had been issued with respons­es due back by April 9, 2013. He fur­ther stat­ed that a selec­tion com­mit­tee would be meet­ing and bring­ing back a rec­om­men­da­tion to the Board at the next Board meet­ing. The Board appoint­ed Mr. Till Bruett to serve on the selec­tion committee.

Ground Trans­porta­tion Ser­vices Update: Mr. McClel­lan updat­ed the Board regard­ing the sta­tus of the committee’s last meet­ing. He advised that the eval­u­a­tion com­mit­tee had met with Sun­shine Shut­tle and were suc­cess­ful in nego­ti­at­ing sav­ings to the cus­tomers while pro­vid­ing an increased lev­el of ser­vice for ground trans­porta­tion services.

Fol­low­ing Board dis­cus­sion, Mr. Koehne­mann made a motion to approve staff nego­ti­at­ing a con­tract with Sun­shine Shut­tle for ground trans­porta­tion ser­vices locat­ed in the ter­mi­nal at the air­port and to bring back a con­tract for Board approval at the next Board meet­ing. Mr. Fore­hand sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

Pub­lic Comments:

There were no pub­lic comments.

Adjourn­ment:

The meet­ing was adjourned at approx­i­mate­ly 10:00 a.m.

Pamn Hen­der­son, Dir. of Admin­is­tra­tion John Pilch­er, Chairman