May 2016 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., May 25, 2016 by Chair­man Bruett.

The Invo­ca­tion was giv­en by Mr. Carey Scott.

The Pledge of Alle­giance was led by Chair­man Bruett.

The Exec­u­tive Sec­re­tary called the roll and indi­cat­ed that all Board Mem­bers were present except Ms. Meadows.

Pre­sen­ta­tion:

Mr. Till Bruett was rec­og­nized and pre­sent­ed with a plaque in appre­ci­a­tion of his six years of ser­vice to the Air­port Authority.

Pre­sen­ta­tion:

Mr. Gary Andrews, Pres­i­dent of DeTect, Inc., pro­vid­ed the Board with a pre­sen­ta­tion regard­ing the company’s devel­op­ment of bird strike avoid­ance radar for com­mer­cial avi­a­tion and inte­grat­ed radar equip­ment used for air­space sur­veil­lance sys­tems and drone detec­tion. Mr.

Andrews stat­ed that he had met with Mr. McClel­lan regard­ing devel­op­ing a part­ner­ship with the Air­port to install a test site for radar equip­ment, at no cost to the Airport.

Mr. Andrews stat­ed that instal­la­tion of equip­ment on the air­field would allow for an oper­at­ing sys­tem to be test­ed in a real world envi­ron­ment and allow for on-site demon­stra­tion of equip­ment to poten­tial pur­chasers. He fur­ther stat­ed that the Air­port would ben­e­fit from this equip­ment being on site with the col­lec­tion of data regard­ing bird activ­i­ty which would then be incor­po­rat­ed into the Airport’s Haz­ardous Wildlife Mit­i­ga­tion Plan, required by the Fed­er­al Avi­a­tion Administration.

The Board expressed a desire to move for­ward with a part­ner­ship with DeTect regard­ing the instal­la­tion of radar equip­ment, and asked legal coun­sel to bring back a Mem­o­ran­dum of Agree­ment for review and approval.

Approval of Minutes:

The April 27, 2016 Board Meet­ing Min­utes were approved as distributed.

Reports:

Mr. McClel­lan pre­sent­ed and reviewed both the Activ­i­ty Report and the Finan­cial Report.

Con­sent Agenda

a. Ban­ner Tow Agree­ment – Aer­i­al Ban­ners, Inc.

This item pro­vides for Board approval of a Ban­ner Tow Agree­ment between Aer­i­al Ban­ners, Inc., and the Pana­ma City – Bay Coun­ty Air­port and Indus­tri­al Dis­trict for the oper­a­tion of air­craft ban­ner tow activ­i­ties at the North­west Flori­da Beach­es Inter­na­tion­al Airport.

Mr. Pilch­er made a motion to approve the Ban­ner Tow Agree­ment with Aer­i­al Ban­ners, Inc., and autho­riza­tion for the Exec­u­tive Direc­tor to exe­cute any nec­es­sary doc­u­ments. Mr. Scott sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

b. Lease Assign­ment – 646MB, LLC

This item pro­vides for Board approval of the assign­ment of the Lease Agree­ment between 646MB, LLC and the Pana­ma City – Bay Coun­ty Air­port and Indus­tri­al Dis­trict to Pat Enter­pris­es, LLC.

Mr. Pilch­er made a motion to approve the lease assign­ment from 646MB, LLC to Pat Enter­pris­es, LLC and autho­riza­tion for the Board Chair­man to exe­cute any nec­es­sary doc­u­ments. Mr. Math­is sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

c. Rat­i­fi­ca­tion of Accep­tance of Trans­porta­tion Secu­ri­ty Admin­is­tra­tion Grant

This item pro­vides for Board rat­i­fi­ca­tion of the accep­tance of a grant from the Trans­porta­tion Secu­ri­ty Admin­is­tra­tion (TSA) for the Law Enforce­ment Offi­cer Reim­burse­ment Program.

Mr. Scott made a motion to rat­i­fy the exe­cu­tion of the doc­u­ments by the Exec­u­tive Direc­tor for accep­tance of the grant from TSA for the Law Enforce­ment Reim­burse­ment Pro­gram. Mr. Lee sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

Busi­ness Items:

a. Pre­sen­ta­tion – DeTect, Inc.

A pre­sen­ta­tion from DeTect, Inc. was giv­en at the begin­ning of the Board Meeting.

b. Regions Bank Pro­pos­al to Serve as Invest­ment Manager

This item pro­vides for Board approval for the del­e­ga­tion of invest­ment author­i­ty to an Invest­ment Manager.

The District’s retire­ment plan is cur­rent­ly man­aged by Regions Trust. Mr. Rick Har­vey, Rela­tion­ship Man­ag­er from Regions Trust, met with Staff and pro­vid­ed infor­ma­tion on the exist­ing funds in the plan. As part of the ser­vices pro­vid­ed by Regions Trust as Trustee of the District’s retire­ment plan, the per­for­mance of the plan’s invest­ment options are reviewed and mon­i­tored. The exist­ing plan has sev­er­al funds on the Regions Watch List which he rec­om­mends the Dis­trict con­sid­er remov­ing from the plan and replac­ing them with a fund that has sim­i­lar invest­ment styles.

As part of the dis­cus­sion, Mr. Har­vey pro­posed that the Dis­trict con­sid­er del­e­gat­ing the invest­ment author­i­ty to an Invest­ment Man­ag­er with Regions Bank. Sec­tion 405©(1)(B) of ERISA allows a fidu­cia­ry to del­e­gate its invest­ment author­i­ty to an Invest­ment Man­ag­er, as defined in Sec­tion 3(38) of ERISA. The del­e­ga­tion of an Invest­ment Man­ag­er would allow the following:

• the pow­er to man­age, acquire, or dis­pose of any asset of a plan;
• falls into one of sev­er­al specif­i­cal­ly list­ed finan­cial insti­tu­tions includ­ing an advis­er reg­is­tered under the Advis­ers Act, but does not include a reg­is­tered broker-dealer;
• acknowl­edges in writ­ing that it is a fiduciary.

Cur­rent­ly, the cost to admin­is­ter the plan is 50 basis points. The cost to imple­ment an Invest­ment Man­ag­er would be an addi­tion­al 25 basis points. The cost to fund this would come from for­feit­ed funds in the plan. Present­ly there is approx­i­mate­ly $11,000 in for­feit­ed funds that would be avail­able to reduce the admin­is­tra­tive cost of the plan.

Fol­low­ing Board dis­cus­sion, Mr. Scott made a motion to approve the del­e­ga­tion of invest­ment author­i­ty to Regions Bank as the Invest­ment Man­ag­er, in accor­dance with Sec­tion 3(38) of ERISA, and the use of for­feit­ed funds to reduce the cost to the Dis­trict, and autho­riza­tion for the Exec­u­tive Direc­tor to exe­cute any nec­es­sary doc­u­ments fol­low­ing sat­is­fac­to­ry legal review. Mr. Lee sec­ond­ed the motion. The vote was tak­en and the motion passed unanimously.

c. Lease Amend­ments

Mr. Franklin Har­ri­son, legal coun­sel for the Dis­trict, addressed the Board regard­ing the ongo­ing dis­cus­sion with the cur­rent cor­po­rate ten­ants regard­ing a poten­tial amend­ment to their Lease Agree­ment with the District.

Mr. Har­ri­son stat­ed that he had con­tact­ed cor­po­rate ten­ants Mr. Burt Beitz, Mr. Tom­my Cato, Mr. James Finch, Mr. Matt Mar­shall, and Mr. Pat Velas­co regard­ing an amend­ment to their cur­rent lease where­in own­er­ship of the hangar would be con­veyed to the Dis­trict upon exe­cu­tion of the amend­ment, rather than at the ter­mi­na­tion of the Lease, as is cur­rent­ly pro­vid­ed for.

Mr. Har­ri­son advised that both Mr. James Finch, and Mr. Matt Mar­shall had expressed approval to amend their cur­rent respec­tive leas­es, but the remain­ing ten­ants declined.

Mr. Pilch­er asked Mr. Har­ri­son to con­tact each ten­ant and request a for­mal response in writ­ing as to their deci­sion regard­ing the lease amend­ment. Mr. Har­ri­son agreed and stat­ed he would con­tact each ten­ant and pro­vide an update to the Board regard­ing the process of the amendments.

This item was for infor­ma­tion­al pur­pos­es only and required no for­mal Board action.

Exec­u­tive Direc­tor Report:

Ms. Bec­ca Hardin, Exec­u­tive Direc­tor of the Bay Eco­nom­ic Devel­op­ment Alliance, addressed the Board regard­ing the sta­tus of two poten­tial avi­a­tion projects.

Mr. McClel­lan updat­ed the Board regard­ing his meet­ing with the US Army Corps of Engi­neers con­cern­ing low­er­ing the Let­ter of Cred­it required by the Airport.

Mr. McClel­lan updat­ed the Board regard­ing the repairs asso­ci­at­ed with the FEMA project.

Mr. McClel­lan advised the Board that DC Avi­a­tion had begun con­struc­tion of their air­craft main­te­nance hangar.

Mr. McClel­lan advised the Board that the Request for Qual­i­fi­ca­tions (RFQ) for Con­struc­tion Engi­neer­ing Inspec­tion Ser­vices should be dis­trib­uted in late May.

Pub­lic Comments:

No pub­lic comments.

Board Chair­man State­ment to the Board:

Chair­man Bruett addressed the Board regard­ing his tenure on the Air­port Author­i­ty Board and his term as Chair­man. Mr. Bruett expressed his appre­ci­a­tion to fel­low Board Mem­bers and Air­port Staff for the oppor­tu­ni­ty to work with each group in mov­ing the Air­port for­ward toward increased growth and pas­sen­ger traf­fic. Chair­man Bruett com­mend­ed the Exec­u­tive Direc­tor for his efforts in expand­ing cor­po­rate devel­op­ment and in show­cas­ing the Air­port as a region­al asset in a high­ly com­pet­i­tive market.

Adjourn­ment:

The meet­ing was adjourned at approx­i­mate­ly 9:50 a.m.

Pat­ty Mitchell, Exec­u­tive Sec­re­tary Russ Math­is, Vice Chairman