Loading...
HomeMy WebLinkAbout09-18-2012 Regular MeetingCommittee: Date & Time: Place: Public Meeting Notice Fairhope Airport Authority Tuesday, September 18, 2012 4:30 p.m. Conference Room in City Hall 161 South Section Street Notice must be stamped, dated and initialed before posted on bulletin board. Fairhope Airport Authority Agenda-September 18, 2012 4:30 p.m. in the Delchamps Room City Hall -161 N. Section St., Fairhope, AL • Approval of Minutes for August 21, 2012 meeting • Update on Aviation Training Center • Update on 2012 AIP Project for East Side • Facility upgrades and maintenance of Public Safety Hangar • Facility upgrades and maintenance of FBO main buildings • Discussion of Airport Conferences 2012 & 2013 • Treasurer's report • New business Schedule Of Future Meetings (Note: Regular meetings are on the 3 rd Tuesday of each month at 4:30 p.m. in the Delchamps Room at City Hall, 161 N. Section St., Fairhope, AL.) • Next regular meeting: Tuesday, October 16, 2012 Minutes of the Fairhope Airport Authority 5eptember 18, 2012 The Fairhope Airport Authority met Tuesday, September 18, 2012, at 4:30 p.m. in the Conference Roc:>m, City Administration Building, 161 N. Section Street. Present: Chuck Zunk, Chairman. Members: Rod Platt, Pam Caudill, Joe McEnerney, Dan Stankoskl Howard Hadley; City Administrator Gregg Mims and David Bagwell, Attorney. Gayle Fogarty, City Executive Assistant took the minutes. Charlie Bassett was absent. The minutes of the August 21 meeting were considered and approved on a motion 1st by Rod Platt, 2nd by Pam Caudill and unanimously carried. Update on Aviation Training Center-Chairman Zunk & Joe McEnerney updated the group on the training center. Chairman Zunk informed the group of the actual project status -stating that a memorandum of understanding was submitted to the group a week prior. to the meeting for members to review. He added that everyone has agreed upon the memorandum, although it has not been signed. The security collateral of the building is going to be a long-term lease with the Baldwin County School Board . The lease is not expected to be signed until November or December. He added that prior to signing the lease, a pre-construction agreement maybe signed between the following: Airport Authority, School Board, Enterprise (2 year) College and Faulkner State Community College. Chairman expects the cost being near $250,000, which would be a 25% split equally to keep the project moving. Joe M~Enemey gave an update on the financing status of the project -stating that he agreed with Chairman Zunk, as a short term plan needs to be in place, since the lease agreement will not be signed immediately. Joe added that he has been working on a figure of 2.5 Million dollars; he proposed requesting a loan proposal from 3-4 banks with a 10 year fixed rate, 2.75-3% interest, with a 20 year amortization. This would be a ground lease. Update on 2012 AIP Project for East Side -Chairman Zunk updated the group on this project, stating that nearly 1 Million Dollars has been spent on engineering, surveying and environmental issues and has been reimbursed. Additional funds will be required to complete the Parallel Partial Taxi Way/Crossovers and Ramp project. Chairman Zunk added that the FAA seems receptive to assisting the Airport Authority in their future plans. Joe McEnerney stated that at the conference in Auburn, Al there was a great deal of enthusiasm for the Fairhope Airport Authority. The current AIP for 2012, the Environmental Work ($65,000 project), all the grants have been approved; now the reimbursement process can begin, when the FAA grant money is available. 187 188 Facility upgrades and maintenance of Public Safety Hangar-Howard Hadley reported he did not have an update on the Public Safety Hanger. Attorney David Bagwell added that the agreement has been sent to the state for Governor Bentley to sign . Faclllty upgrades and maintenance of FBO main buildings -Howard Hadley stated that he is working with Ken Eslava and the City of Fairhope, as they have time to address the issues. He also added that the roof is free of leaks. Howard did not have an update on the doors. Discussion of Airport Conferences 2012 & 2013-Joe McEnerney updated the group on 2013 Aviation Conference -stating that it will be held in Huntsville, AL. Joe suggested partnering with Mobile to bring the 2014 conference to the area . Treasure's Report-Chairman Zunk reported that there is no report, until the City of Fairhope completes their financia l statement. New Business-Rod Platt stated that he is working with Charlie Bassett to get numbers on the Bonanza and PHI fly in. Howard Hadley also added that the Continental Conference was a success and they hope to do this annually. There being no further business, the meeting was adjourned by acclamation at 4 :55 p.m . RESOLUTIONS TO UPDATE SIGNATURE AUTHORITY FOR FINANCIAL ACCOUNTS OF THE FAIRHOPE AIRPORT AUTHORITY Fintly, Resolved by the Fairhope Airport Authority, on November 20, 2012: That checks for checking accounts and money market accounts must be signed by two authorized persons as designated herein ; That one signature must be either Charles Zunk or Joe McEnemey; And that one signature must be either Nancy Wilson or Jack Burrell. Secondly, Resolved by the Fairhope Airport Authority, on November 20, 2012: That certificates of deposit must be signed by two authorized persons as designated herein ; That one signature must be Charles Zunk; And that one signature must be Nancy w'nson. ffIZ lI7. RESOLUTION AND CERTIFICATION FOR FY2013 AIP GRANT On November 20, 2012 the Fairhope Airport Authority hereby Resolves and Certifies: I . That the Fairhope Airport Authority authorizes its Chairman, Charles R. Zunk, to make applications for grant funding for its FY2013 AIP Project 3-01-0029-015- 2013 described as "Construction of . East Terminal Area -Environmental Mitigation, Taxiway, and Access Road,,. Total project cost is expected to be $1,200,000. Funding assistance of $1,080,000 (90%) shall be requested from the Federal Aviation Administration; funding assistance of $60,000 (5%) shall be requested from the State of Alabama Department of Transportation; and funding of$60,000 (5%) shall be provided by the Fairhope Airport Authority. 2. That the Chairman of the Fairhope Airport Authority is authorized to sign any related forms , documents and contracts to fund, construct, and complete the FY2013 AIP Project on behalf of the H. L. Sonny Callahan Airport. 3. That the Fairhope Airport Authority is authorized to enter into an airport improvement funding agreement with the State of Alabama, acting by and through the Alabama Department of Transportation, for the purpose of undertaking a project to make improvements at the H. L. Sonny Callahan Airport, with partial funding provided by the State of Alabama. 4 . That any agreements be executed in the name of the Fairhope Airport Authority, attested by the Attorney of the Fairhope Airport Authority, and the seal of the Fairhope Airport Authority affixed thereto . 5. That the authority of the Fairhope Airport Authority to enter into contracts with the State of Alabama has been reviewed by the Attorney of the Fairhope Airport Authority , and in his opinion, the Fairhope Airport Authority is duly authorized to commit the Fairhope Airport Authority to an agreement with the Alabama Department of Transportation . 6. That the Fairhope Airport Authority has already accumulated and set aside its local matching share of funds amounting to $60,000 required for this Project. RESOLUTION AND CERTIFICATION FOR AVIATION TRAINING CENTER REGARDING THE MEMORANDUM OF UNDERSTANDING AND THE PRECONSTRUCTION AGREEMENT FOR EDUCATION BUILDING AT FAIRHOPE AIRPORT On November 20, 2012 the Fairhope Airport Authority hereby Resolves and Certifies: I. That the Fairhope Airport Authority authorizes its Chainnan, Charles R. Zunk, to sign the "Memorandum Of Understanding" and its "Annex A -General Tenns" as attached to this Resolution, regarding the Aviation Training Center to be located at the H. L. "Sonny'' Callahan Airport . . 2. That the Fairhope Airport Authority authorizes its Chainnan, Charles R. Zunk, to sign the "Preconstruction Agreement for the Education Building at Fairhope Airport" as attached to this Resolution, regarding the Aviation Training Center to be located at the H. L. "Sonny" Callahan Airport. 3. That the Chainnan of the Fairhope Airport Authority is authorized to sign any related fonns, documents and contracts to fund, construct, and complete the Preconstruction Agreement on behalf of the H. L. Sonny Callahan Airport. 4. That any agreements be executed in the name of the Fairhope Airport Authority, attested by the Attorney of the Fairhope Airport Authority, and the seal of the Fairhope Airport Authority affixed thereto. STZ -MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ["MOU"] is among (I) Fairhope Airport Authority [''the Authority"], (2) Baldwin County Board of Education [''the Board"], (3) Faulkner State Community College ["Faulkner State"], (4) Enterprise State Community College ["Enterprise State"), and (5) Baldwin County Economic Alliance [''the Alliance"]. Defined Terms: "Construction Costs". This tenn includes the cost of any and all pennits, engineering, project management, surveys, utility services, design, architecture, site preparation, grading, drainage, retention, wetlands mitigation, environmental and archeological assessment, parking lot, security, signage, financing expenses; and any other cost or expense necessary to complete the project. I "The Airport Regulatory Agencies". This term includes the Federal Aviation Administration ["FAA"] and the Alabama Department of Transportation ["ALDOT''J, separately and together. "The Parties". This tenn includes (I) the Authority , (2) the Board, (3.) Faulkner State, (4) Enterprise State, and (5) the Alliance . Contractual Nature and Status. No part of this Memorandum or either Annex to it is a contract. Its purpose is to state the general framework under which the parties will negotiate to enter into , if possible, future contracts ["the Project Documents"] for the financing, construction, lease and operation of an education building ["the Facility"] on the H.L. "Sonny" Callahan Airport in Fairhope, Alabama ["the Property "). The Property is expected to include classrooms, laboratories , office space and other facilities necessary for the conduct of aircraft construction and maintenance classes and industrial maintenance and welding classes [''the Proposed Project"]. Execution of This Memorandum . This MOU may be executed by the parties in one or more counterparts, each of which will be deemed an original. Role of Airport Regulatory Agencies. Because this project involves airport property, 2 the Authority cannot bind itself without the approval of either or both of FAA and ALDOT . The Project Documents shall be reviewed and approved by the FAA and ALDOT prior to execution and delivery thereof by the Parties. BALDWIN COUNTY BOARD OF EDUCATION By: Its : Date : FAIRHOPE AIRPORT AUTHORITY By: Its: Date : FAULKNER STATE COMMUNITY COLLEGE By : Its : Date : ENTERPRISE STATE COMMUNITY COLLEGE By : Its: Date : BALDWIN COUNTY ECONOMIC DEVELOPMENT ALUANCE By : Its : Date : 3 ANNEXA. GENERAL TERMS 1. Completion of Transaction. The Parties agree promptly to negotiate in good faith and to use their reasonable best efforts to agree upon and to execute the Projects Documents for the Proposed Project. 2. Termination. Upon written notice to all Parties before the execution of any later binding contract, any party may terminate the MOU without penalty or obligation. 3. Openness. It is not required that anything about this contract or project be kept confidential. Disclosure of its terms and conditions may be made to anyone. The Parties recognize that disclosure will have to be made to a wide variety of entities, including without limitation potential lenders and Airport Regulatory Agencies and various civil authorities . Some or all of the Parties may be covered by the Alabama Open Meetings Act, ALA.CODE §36-25A- 1 et seq., which in general requires openness except and unless, as the Parties might individually decide upon advice of counsel or otherwise, for later discrete instances in strict complete compliance with the terms of the Alabama Open Meetings Act or other pertinent laws. 4. Brokers or Finders Fees. No party should deal with a broker or finder on this project; if any has, then any liability for or involving a broker or finder on this project rests exclusively on the party which dealt with any such people. S. Expenses Leading to Contract. Each party will bear its own legal fees and expenses. 6. Applicable Law. Since this is not a contract, to the extent it is governed by any body of law, and not governed by Federal law, this agreement is governed by the substantive law of the State of Alabama, in which state it will be both executed and performed. 7. Notices. Any notices connected with this MOU must be served by hand delivery or certified mail or overnight courier service [or by fax transmission followed immediately by one of the above methods] upon the parties at these addresses : BALDWIN COUNTY BOARD OF EDUCATION Directed to : FAIRHOPE AIRPORT AUTHORITY Directed to: FAULKNER STATE COMMUNITY COLLEGE Directed to : ENTERPRISE STATE COMMUNITY COLLEGE Directed to: BALDWIN COUNTY ECONOMIC DEVELOPMENT ALLIANCE Directed to : 4 ANNEXB SUMMARY OF EXPECTED TERMS The Parties expect that in negotiating toward a later binding contract among the Parties, these may be some of the material provisions and issues to be negotiated: Overall Description 5 The Authority owns the H.L. "Sonny" Callahan Airport in Fairhope. On a part of the airport, upon appropriate detailed terms the Authority will construct and own the Facility to be used for the teaching of certain technical skills to appropriate students, in classes to be determined by the Board. Courses taught at the Facility will be offered as dual enrollment classes to high school students enrolled in the Baldwin County public schools, and these students will have first priority for daytime courses. When the Facility is not needed for high school students, Faulkner State and Enterprise State will offer courses to workers and adults. The Parties will use their best efforts to complete the Facility in time for it to operate during the 2013-14 School Year. Promotion and advertisement will be the joint responsibility of the Board, Faulkner State, and Enterprise State. Financial Overview The Authority will own the Facility subject to (1) rights under an appropriate lease ["the Lease"] to the Board to be negotiated and to be entered into, and (2) a mortgage, if any. Until the Project Documents are executed, no other activity that would generate any Construction Costs will take place. Provided however, it is envisioned that the Parties may negotiate an interim agreement ["Interim Agreement"] that would allow for certain preparatory aspects of the Proposed Project to proceed. By way of example, subject to further agreement of the Parties, certain preparatory work such as design services may be initiated or continued and the Construction Costs related thereto appropriately apportioned among the Parties in accordance with the Interim Agreement. In the absence of an Interim Agreement no activities which would result in the creation of Construction Costs will take place. 6 The Authority and Board, in conjunction the FAA and ALDOT will negotiate the term of the Lease which shall be for a minimum of twenty years. Responsibilities of the Parties Other than as it is stated above, it is presently expected that this will be the general allocation of responsibilities for this project among the Parties: (a). Responsibilities of The Authority. The responsibilities of the Authority will be: i. Causing to be constructed an education building of some 15,000 square feet or thereabouts, more or less, with a minimum of three classrooms, three laboratory areas, office space and other facilities as deemed necessary by the Board, Faulker State and Enterprise State, to be located on the Property, near its entrance; the Facility will be owned by the Authority, subject to any applicable lease and mortgage if any; ii. Providing construction plans to the Board, to Faulkner State and to Enterprise State and, prior to execution of the construction contract, obtaining written approval from each of these parties that the Facility meets its needs; iii. Arranging the building so that it will be designed and situated on the P.roperty in a manner that, if agreed by the Parties in a further and later written agreement, within seven years following execution of the construction contract, additional classrooms and lab space could be added in the future; . iv. Arranging for design, architectural and engineering services and the like, the costs 7 of which will be included in the Construction Costs; v. Arranging for the management of the construction process, payment of the costs of which will be included in the Construction Costs; vi. Siting the Facility in such a manner that a taxiway and ramp can connect to it; vi. Providing sufficient parking space for the initial Facility and, for a period of no more than seven years following execution of the construction contract, reserving sufficient land for an expansion which if negotiated, could double the occupancy; viii. Entering into a short-term loan to pay the Construction Costs and to start operations; ix . Using best efforts to complete construction of the Facility with a goal to be operational by the 2013-14 school term; x. Negotiating to enter into a twenty year loan to pay the Construction Costs, and to pay off the short-term loan; xi. Negotiating to enter into a Lease with a minimum initial term of twenty-years, which will be entered into before a loan is secured and executed or other Construction Costs are incurred , except as may be provided for in an Interim Agreement. At the end of the initial Lease term, the Facility may be made available for lease, consistent with the terms ands conditions of the Airport Regulatory Agencies which are in existence at that time; xii. Designating a named representative to speak for this entity on any or all questions involving this project, and providing that person's name and appropriate contact information to each of the other parties; and xiii. Complying with all Federal and State laws prohibiting discrimination against any 8 person by reason of race, sex, color, creed or national origin, or on any other such basis forbidden by applicable Federal or Alabama State Law, and with its obligations, if any, under the Beason-Hammon Alabama Taxpayer and Citizen Protection Act. (b). Responsibilities of the Board. The responsibilities of the Board will be: 1. Negotiating to enter into a Lease with a minimum initial tenn of twenty-years, which will be entered into before a loan is secured and executed or other Construction Costs are incurred, except as may be provided for in an Interim Agreement. At the end of the initial Lease tenn, the Facility may be made available for lease, consistent with the tenns ands conditions of the Airport Regulatory Agencies which are in existence at that time; ii. Being responsible for and paying for the overall management of the Facility, including insurance, utilities, landscape maintenance, and repairs; iii. Paying and rebilling to Faulker State and to Enterprise State the cost ofinsurance, utilities, landscape maintenance, and repairs; iv . Promoting dual enrollment classes to high school students enrolled in the Baldwin County public schools; the dual enrollment opportunity will be contingent upon Workforce Development funds which the Board's post-secondary operation gets from a Workforce Development grant [The Board will negotiate the Cooperative Agreement with Faulkner State and Enterprise State to account for possible reduction or loss of Workforce Development funds]; v. Providing scheduling and reasonable transportation opportunities to enable students to get to and from the Facility within a normal school day ; vi. Designating a named representative to speak for this entity on any or all questions involving this project, and providing that person 's name and appropriate contact information to 9 each of the other parties; vii. Complying with all Federal and State laws prohibiting discrimination against any person by reason of race, sex, color, creed or national origin, or on any other such basis forbidden by applicable Federal or Alabama State Law, and with its obligations, if any, under the Beason-Hammon Alabama Taxpayer and Citizen Protection Act; viii. Securing and keeping in force appropriate insurance coverage(s) for benefit of itself and the Authority in accordance with the negotiated terms to be set forth in the Lease; ix. Negotiating appropriate terms and conditions in the Lease pertaining to rights, duties and obligations of the Parties in the event of a casualty event involving the Facility; x. Negotiating an appropriate release and hold harmless provision in favor of the Authority as part of the Project Documents; xi. Providing any and all portable safety equipment required by fire and safety codes or insurance carriers; maintenance thereof is the sole and absolute responsibility of the Board . (c) Responsibilities of Enterprise State. The responsibilities of Enterprise State will be: 1. Offering airframe technology courses aligned with industry needs and in compliance with the requirements of the Airport Regulatory Agencies; ii. Modifying courses , in accordance with the requirements and regulations of the Airport Regulatory Agencies, as industry needs evolve, and as approved by the Board, with approval not to be unreasonably withheld, conditioned or delayed , but at all times during the twenty year period of the Lease, offering approved courses; iii. Providing qualified and certified instructors and teaching supplies and paying all costs associated therewith; iv. Equipping the classrooms and labs with all furniture , fixtures and equipment needed to operate Enterprise State's course offerings ; v. Paying half [50%] of the monthly cost of the insurance, utilities, landscape maintenance, and repairs for the Facility; vi. Assisting the Board in scheduling the classes and promoting the program to students ; vii. Designating a named representative to speak for this entity on any or all questions involving this project, and providing that person's name and appropriate contact information to each of the other parties; viii. Complying with all Federal and State laws prohibiting discrimination against any person by reason of race, sex, color, creed or national origin, or on any other such basis forbidden by applicable Federal or Alabama State Law, and with its obligations, if any, under the Beason-Hammon Alabama Taxpayer and Citizen Protection Act; and ix . Negotiating an appropriate release and hold harmless provision in favor of the Authority as part of the Project Documents . {d) Responsibilities of Faulkner State. The responsibilities of Faulkner State will be : i. Providing qualified and certified instructors and teaching supplies and paying all costs associated therewith ; ii. Equipping the classrooms and labs with all furniture, fixtures and equipment needed to operate Enterprise State's course offerings; ii i. Paying half [50%] of the monthly cost of the insurance , utilities , landscape maintenance, and repairs for the Facility; 11 iv. Assisting the Board in scheduling the classes and promoting the program to students; v. Designating a named representative to speak for this entity on any or all questions involving this project, and providing that person's name and appropriate contact infonnation to each of the other parties; vi. Complying with all Federal and State laws prohibiting discrimination against any person by reason of race, sex, color, creed or national origin, or on any other such basis forbidden by applicable Federal or Alabama State Law, and with its obligations, if any, under the Beason-Hammon Alabama Taxpayer and Citizen Protection Act; and vii. Negotiating an appropriate release and hold hannless provision in favor of the Authority as part of the Project Documents. (e). Responsibilities of the Alliance. The responsibility of the Alliance will be: i. Lending to the Authority the money to cover the interest expense of the short- term loan to construct the Facility and start operations; whether and to what extent the provision of this loan of money is allocated among the Alliance, the Board, and Faulkner State and Enterprise State may be negotiated among them. When this loan is repaid the Alliance's involvement in this project will terminate; ii. Designating a named representative to speak for this entity on any or all questions involving this project, and providing that person's name and appropriate contact information to each of the other parties; and iii. Complying with all Federal and State laws prohibiting discrimination against any person by reason of race, sex, color, creed or national origin, or on any other such basis 12 forbidden by applicable Federal or Alabama State Law , and with its obligations, if any , under the Beason-Hammon Alabama Taxpayer and Citizen Protection Act ; and iv . Negotiating an appropriate release and hold harmless provision in favor of the Authority as part of the Project Documents. PRECONSTRUCTION AGREEMENT FOR EDUCATION BUILDING AT FAIRHOPE AIRPORT This Preconstruction Agreement ["PA"] is among ( 1) Fairhope Airport Authority ["the Authority'1, (2) Baldwin County Board of Education ["the Board"], (3) Faulkner State Community College ["Faulkner State"], and (4) Enterprise State Community College ["Enterprise State"][together called "The Parties'l WHEREAS The Parties want to work together toward building and using an educational building at the H.L. "Sonny' Callahan Airport in Fairhope, to be used for the teaching of certain technical skills to appropriate students ["The Project"], and WHEREAS each of The Parties has separately signed the Memorandum of Understanding [MOU] touching and concerning The Project, and WHEREAS The Parties recognize that for various reasons the underlying long-term lease necessary to secure long-term financing for The Project likely cannot be entered into until December 31, 2012 or thereabouts, and WHEREAS The Parties wish to keep The Project moving, and WHEREAS The Parties anticipate arranging for a pre-construction line of credit in the amount of $250,000; NOW THEREFORE the parties agree and contract as follows: 1. This PA will become effective upon and only upon the execution of the appropriate authorized signatures of each and all of The Parties upon BOTH the MOU, and this PA. 2. The Authority is allowed and entitled to spend up to a total of $250,000.00 (two hundred fifty thousand dollars) in preconstruction expenses toward The Project, but any expenditure of more than $10,000 per item will require the pre-approval of the named 2 representative of each and all of The Parties, which named representative each party shall designate and provide to the other parties promptly upon execution of this document. 3. This PA is terminated immediately if and when: A. The Parties are unable to arrange for a pre-construction line of credit in the amount of $250,000; or B. Any one of The Parties sends written notice of termination to each of the other parties, in which event each of The Parties will be responsible for prompt payment or repayment of 25% (one-fourth) of the preconstruction expenses paid or obligated to be paid; or C. An underlying twenty-year lease between The Board and The Authority for The Project, as contemplated in the MOU, has not been signed and returned by each of The Parties by Noon on January 31, 2013, in which event each of The Parties will be responsible for prompt payment or repayment of25% (one-fourth) of the preconstruction expenses paid or obligated to be paid; or D. This PA becomes superseded and replaced by a construction agreement, in which event the preconstruction expenses will be rolled into and combined with and become a part of construction costs, to be financed rather than immediately reimbursed, or otherwise handled appropriately as may be contracted for in that construction agreement. Execution of This Memorandum . This PA may be executed by the parties in one or more counterparts, each of which will be deemed an original. BALDWIN COUNTY BOARD OF EDUCATION By: Its: Date: FAIRHOPE AIRPORT AUTHORITY By: Its: Date: FAULKNER STATE COMMUNITY COLLEGE By: Its: Date : ENTERPRISE STATE COMMUNITY COLLEGE By: Its : Date : 3 There was no quorum for the October 2013 meeting, so no business was discussed.