MINUTES OF THE REGULAR MEETING OF THE
SANFORD AIRPORT AUTHORITY
TUESDAY, NOVEMBER 2, 2004
PRESENT: William R. Miller, Chairman
Clyde H. Robertson, Jr., Vice Chairman
G. Geoffrey Longstaff, Secretary/Treasurer
Herbert “Whitey” Eckstein
Colonel Charles H. Gibson
Sandra S. Glenn
Lon K. Howell
Brindley B. Pieters
John A. Williams
Stephen H. Coover, Counsel
STAFF PRESENT: Larry A. Dale, President & CEO
Victor D. White, Executive Vice President
Bryant W. Garrett, Vice President of Finance
Ray Wise, Vice President of Aviation Marketing
Diane Crews, Vice President of Administration
Jackie Cockerham, Executive Secretary
Ann Gifford, Executive Secretary
OTHERS PRESENT: Jim Kriss, AVCON
Doug Coughlan, Enterprise RAC
Doug Norman, HTA
Bill McGrew, PBS&J
Dwayne Gray, Avion Jet
Kevin Spolski, GC
Jay Bennett, Dollar RAC
Jim McGrath, Parsons Brinkerhoff
Krysty Kress, Southeast Ramp
Roger Phillips, StarPort
Stan Poloshi
1. INTRODUCTION OF GUESTS AND CALL TO ORDER
Chairman Miller welcomed Whitey Eckstein to the Board of Directors.
Chairman Miller welcomed Al Grieshaber, City Manager, to the meeting.
2. APPROVAL OF MINUTES OF MEETINGS HELD ON SEPTEMBER 21, 2004 AND OCTOBER 5, 2004
President Dale advised corrections to the minutes of September 21, 2004, page three where it says “President Dale advised he would like to convert one of our buildings to a hard shelter using a 100% grant from FDOT” to be changed to
“convert one of our specific buildings to a new vehicle check station in a design that would bring the building up to a hard shelter”.
Motion by Board Member Howell, seconded by Board Member Gibson to approve the minutes of September 21, 2004 and October 5, 2004, as corrected.
Motion passed.
3. PRESIDENT’S REPORT
President Dale reported on the following:
1) Parking Garage Funding and Grant
President Dale briefed the Board regarding correspondence with FDOT District 5 Secretary Gilhooley. There is good news from Mr. Gilhooly, in addition to the $5 million for the parking garage, Mr. Gilhooly advised there would be additional funding in the amount of $5.5 million in payoffs in loans.
2) 6th Task Order with HTA for parking
President Dale advised Task Order 6 with HTA provides for preliminary design work for surface parking in the long term/economy lot (180 additional parking spaces), land survey, geotechnical testing and SJRWMD stormwater permit application at a fee not to exceed $62,000.
Discussion ensued.
President Dale recommended pursuing paved parking as soon as it is feasible working through negotiations with Larry Gouldthorpe of OSD.
Discussion regarding parking layout alternatives.
Motion by Board Member Robertson, seconded by Board Member Howell, to approve Task Order #6 with Hoyle Tanner & Associates at a fee not to exceed $62,000.
President Dale advised Larry Gouldthorpe, TBI, is amenable to share in the cost of construction of the parking garage.
Discussion by Counsel regarding the OSD Management Agreement, which has a provision that allows OSD to negotiate, participate and share in parking costs and revenue. An amendment to the agreement will have to come back to the Board.
Larry Gouldthorpe advised he and President Dale would meet again later this week to discuss OSD’s participation. He further advised he anticipated negotiations to go well.
Discussion by Bryant Garrett, CFO, regarding financing of the parking garage by SAA if negotiations are not productive. Funding would be from a 50/50 grant.
President Dale advised this project would be a very profitable risk and we think we will reach agreement in negotiations with OSD for joint funding and management. However, he recommended approval for proceeding either way. We have other means of funding and can proceed if agreement with OSD cannot be reached.
Discussion by Board Member Longstaff.
Discussion by Counsel regarding an opinion the Board requested on the interpretation of the OSD/SAA Management Agreement. He advised since he had not had a response from OSD regarding his opinion he had to assume that his opinion is correct in that if we can’t negotiate an arrangement with OSD then we can proceed on our own.
Counsel advised the issue is whether OSD is entitled to the revenues from parking without paying for the infrastructure.
President Dale advised all he was asking for at this time was approval of Task Order Number 6 with HTA.
Motion passed.
3) Alternative layout for parking garage
Consensus given as to the location of the site for parking garage being the existing Alamo lease parcel.
4) Avion Jet Center & Southern Jet Center Deal
President Dale requested approval of assignment of Lease Number 2003-05 for Building 333 from AVION Jet Center, LLC, to AVION Investments, LLC, subject to completion of due diligence by President Dale and Counsel.
Discussion ensued regarding privacy of financial information requested by the principal of the purchasing party.
Counsel advised clarification was necessary. We have an FBO on the Airport, which is a limited liability company. One of the owners of the company, Duane Gray, is an attorney and we have been talking and corresponding. Essentially the owner or owners of the LLC that owns the FBO and several leases at the Airport is selling its membership interest in the LLC to another LLC controlled by another gentleman. Under our agreements with AVION there is no Board approval required for this particular transaction. However, in 2003 AVION entered into agreement with the Authority to take over Building 333 (the old Paulucci hangar). At that time the Authority had approved a new lease form. The new lease form anticipates that the Board would have to approve a transaction where membership of an LLC is being sold. That would qualify as an assignment of a lease. Prior to that time our lease forms did not take that position. He further advised that we have one lease, 2003-05, which by our reading requires approval of assignment of that lease by the Board at this time. The assignment will be to AVION Investments, LLC.
President Dale advised when he said the sale of the FBO he meant the assignment of the lease.
Counsel advised part of this transaction covers a FBO that is providing public aeronautical services under the FBO Agreement at this Airport, and the motion should also include that the President and VP of Operations will need to do some additional due diligence.
Discussion continued.
Motion by Board Member Williams, seconded by Board Member Gibson, to approve assignment of Lease Number 2003-05 from AVION Jet Center, LLC, to AVION Investments, LLC, subject to completion of due diligence by President Dale and Counsel, as well as being subject to due diligence in the area of inspection of facilities providing public aeronautical services by President Dale and SAA Operations.
Motion passed.
5) Pan Am activities
President Dale advised Pan Am had shut down operations to Sanford. Pan Am was in the process of transferring their assets to Boston & Maine. They have been in negotiation with their pilots who sued in Boston and prevailed with an injunction prohibiting Pan Am from transferring assets and flying the same routes that Pan Am had flown under their certification. He advised he did believe that Boston & Maine would come back. Information is difficult to come by because of the injunction.
Discussion regarding leases and money owed the Authority by Pan Am.
President Dale advised the amount owed to the Authority is substantial at several hundred thousand dollars, but that Pan Am had left assets in millions of dollars worth of simulators (3) (two full motion and one trainer) and airplanes that are still here at Sanford. He advised that he felt the Authority is adequately protected.
Board Member Robertson advised he wanted to make sure that the Authority is following everything we are supposed to do to protect Sanford Airport Authority in collection of that debt.
President Dale advised we are.
6) Alamo
President Dale advised he still did not have a signed lease on the 9 acres from Alamo. He advised this has been difficult to get this all put together. We have reached tentative agreement. However, we do not have those approved and signed agreements.
Discussion ensued.
Discussion by Board Member Longstaff regarding approval subject to approval by Alamo’s Board of Directors at its meeting on November 3, 2004, and receipt of the signed agreements by SAA.
President Dale recommended approving Lease Number 2004-26, Addendum A to Lease Number 2000-19, and Addendum C to Lease Number 96-17 for Vanguard Car Rental USA, LLC (Alamo Rent-A-Car, Inc.), subject to approval and signature by Vanguard’s Board of Directors at its meeting on December 3, 2004, and subject to the tenets in Lease Number 2004-26 as follows: encompasses 11.4135 acres of land at $.23 psf; a 20 year lease term; no buyout in case of default; requirement of a new RAC to buy out the Alamo QTA on a depreciated basis if Alamo is not successful in their bid for concessionaire; insurance including property and liability naming SAA as named insured. Alamo will provide maintenance of their vehicles and their property, allow access for inspections, operate as a RAC, have underground fuel storage, build a welcome center, QTA and cross walk, meet all requirements of City, County, SJRWMD permitting and SAA rules and regulations. Approval is further subject to resolution of two amendments; Addendum C to Lease 96-17 that provides for the buyout of the existing Alamo QTA at $105,000; and Addendum A to Lease Number 2000-19 that addresses our payment to Vanguard for their removal of Alamo’s existing modular welcome center at a cost of up to $125,000.
Discussion regarding the current buyout for the depreciated assets under Lease Number 2000-19, which would be somewhere around $300,000. We do not want to do that. We would rather pay Alamo to move that modular welcome center.
Discussion regarding approval subject to the above tenets, and approval, signature and delivery of the documents from Alamo.
Objection by Board Member Howell.
Discussion continued regarding what if’s, Alamo going dark and default.
Discussion regarding going out for the fifth concessionaire and requirements for buy-out.
Discussion regarding review of the Alamo leases.
Counsel advised the wording in the Alamo agreements is such that a new concessionaire would be required to buy out the Alamo facility.
Counsel advised the buyout cost is approximately $300,000.
Discussion continued regarding setting and approving an amount for moving of the welcome center. Amounts thrown out are $125,000 to $150,000.
Counsel advised the Lease Number 2004-26 says, “We shall require the new concessionaire to pay lessee the undepreciated approved cost.” That says that the new concessionaire would be required to pay lessee the undepreciated approved cost We will put out new RFP requiring a new concessionaire to buy Alamo out. If there is no new concessionaire, then they don’t get their money because it does not say we have to pay Alamo/Vanguard.
Counsel further advised the way the document is worded in the Addendum it does not have a price for removal of the welcome center. It says that Alamo/Vanguard will tender a proposal to the Authority for review and the Authority can object to the amount. It further states that the parties are going to negotiate in good faith until they reach an agreement that is reasonable. Counsel advised he would interpret that as the President being authorized by the Board to negotiate up to $125,000.
Counsel advised the Board would be authorizing up to $125,000 for Alamo to move their welcome center. If that number cannot be negotiated and ends up being a higher amount, President Dale would come back to the Board for authorization of additional funds.
Board Member Glenn asked how long we were going to deal with this situation before cutting it off.
President Dale advised he had warned Alamo that a time would come when the Board wanted to be done with this.
Motion by Board Member Longstaff, seconded by Board Member Robertson, to approve all three documents and proceed as recommended by President Dale, subject to the above tenets, and approval, signature and delivery of the documents from Alamo.
Motion passed.
7) Construction Projects
a) Spolski projects
Southern Jet Hangar completed
Logistical Support Center completed
Juvenile Assessment Center anticipated completion by January
b) Entranceway
c) New ramp
d) AIP funding for the new ramp ($2 million received)
e) Security upgrades ($1,514,775 received for security upgrades)
f) Electrical upgrades
g) NDB upgrade
h) New Rotating Beacon and relocation to the north side of the Airport
i) New Cell Tower
j) Second Grant received for Hurricane Frances in the amount of $1,969,285
President Dale advised there is another grant out there in the amount of $20.5 m for 71 airports for all airports damaged in the storms all the way up to Pennsylvania. We applied for $4 million of that grant.
8) Emergency Project Grants
President Dale briefed the Board on emergency projects from storm damage advising the Authority has received $3.5 million in grants to date for repairs from the storms. He advised we are hopeful for at lease another $2 million in 100% grants from that third grant. With that we would be made more than whole even without assistance from FEMA. FEMA has not been helpful at all.
President Dale advised he had conducted a pre-bid conference on terminal roof replacement. There are two interested parties, McKee Construction and Mark Construction. Bids are due on November 19, 2004. Priority is Terminal A, Terminal B, areas we call E and the flat roof.
9) Roadway Signage
10) Funding for 4-laning of SR-46
Discussion by President Dale regarding support and funding for the project.
Discussion regarding SIS Funding.
Discussion regarding placement of the accelerating of the SR-46 project on the Authority’s Legislative Priority list.
Discussion regarding a resolution.
Motion by Board Member Glenn, seconded by Board Member Longstaff, to pass a resolution to seek support and funding for acceleration of 4-laning of SR-46.
Motion passed.
11) Sewer and water upgrades by the City of Sanford and Extension of 10-inch water line at a cost of $76,000 to SAA
President Dale recommended entering into agreement with the City of Sanford for installation of a ten-inch water line from the new lift station to the vehicle inspection station at a cost of $76,000.00, as part of the City’s plan for substantial upgrades of sewer and water at the Airport including new lift station, force main, and gravity lines to the new lift station. The City of Sanford agrees to allow SAA to repay the cost in a two-year repayment period; funding for the project would come from reserves.
Motion by Board Member Glenn, seconded by Board Member Longstaff to approve entering into agreement with the City of Sanford to pay the City for installation of a ten-inch water line from the new lift station to the vehicle inspection station at a cost of $76,000.00, as part of the City’s plan for substantial upgrades of sewer and water at the Airport including new lift station, force main, and gravity lines to the new lift station with a two year re-payment to the City as recommended.