TULSA AIRPORTS IMPROVEMENT TRUST SPECIAL MEETING THURSDAY JUNE 13, 2013 ~ 8:30 a.m. TULSA INTERNATIONAL AIRPORT AIRPORT CONFERENCE ROOM #A211 7777 EAST APACHE STREET TULSA, OKLAHOMA AGENDA ~ 1. Approve the Minutes of the May 9, 2013 Special Meeting and the May 29, 2013 Special Meeting/Work Session of TAIT. 2. TAIT Financial and Operating. 2.A. Approve the following actions related to the upcoming fiscal year (FY20132014) – TUL/RVS. TAIT Annual Budget in the amount of $58,463,080 Schedule of Rates, Fees and Charges Parking System Budget of $1,608,000 (included in TAIT Budget) City Agreement for Services $914,579 (included in TAIT Budget) Note: Aircraft Rescue and Firefighting (ARFF) Services of $1,793,320 are included, but do not require separate approval Management recommends approval. (JM) 2.B. Approve Schedule of Write-offs from Accounts Receivable in a total amount of $713.62 for FY2012-2013 – TUL/RVS. Report attached Management recommends approval. (CER) 2.C. Approve Amendment No. 1 to Agreement for Services (Financial Management System) with Crowe Horwath, LLP in an amount not-toexceed $61,564.00 for a total not-to-exceed of $475,564.00 – TUL/RVS. Crowe Horwath, LLP was the successful proposer for installing, implementing, and training staff on a new financial management system (Microsoft AX2012). Due to unforeseen circumstances and with the concurrence of Airport Staff, the original project schedule has been extended two months and includes a few modifications requested by Staff. TULSA AIRPORTS IMPROVEMENT TRUST SPECIAL MEETING JUNE 13, 2013 PAGE 2 Report attached Management recommends approval. (CER) Note: Funding is available. Fund No. 2012B Bonds. 2.D. Approve Amendment No. 2 to Agreement for Services (Project Management of Financial Management System Implementation) with Magnir Group, Inc. in an amount not-to-exceed $39,200.00, for a total notto-exceed amount of $257,450.00 – TUL/RVS. Magnir Group, Inc. provides on-site project management, along with Airport Staff, to ensure that the implementation of the new financial management system progresses according to the project schedule, as well as act as liaison with Crowe Horwath, to ensure that the project issues are dealt with and the project progresses to the benefit of the airport. Report attached Management recommends approval. (CER) Note: Funding is available. Fund No. 2012B Bonds. 2.E. Approve Resolution No. 2013-002 of the Trustees of the Tulsa Airports Improvement Trust for the purposes of approving advances to be requested under the Line of Credit Agreement with Arvest Bank, Series 2012B General Airport Revenue Bonds, in the amount of $100,764.00, as funding for the Financial Management System Acquisition and Implementation Project – TUL/RVS. The 2012B Line of Credit financing was for a total draw down capacity of $2,000,000.00 for a new Financial Management System. To date the approved borrowing for the Financial Management System Install has been $632,250.00 and with this Resolution will total $732,764.00, which is now expected to be the total needed for the project. Crowe Howarth at $61,564.00 Magnir Group at $39,200.00 Management recommends approval. (CER) TULSA AIRPORTS IMPROVEMENT TRUST SPECIAL MEETING 2.F. JUNE 13, 2013 PAGE 3 Receive for initial consideration a draft Purchasing Policy – TUL/RVS. It is anticipated that a final version of the Purchasing Policy will be submitted, for approval by the Trustees, at the July 8, 2013 Board meeting. Management recommends approval. (JM) 2.G. Receive update on preparation of a preliminary term sheet for an Operating Agreement between TAIT and the Claremore Industrial and Economic Development Authority (CIEDA) for the Claremore Regional Airport. Management recommends approval. (JM) 2.H. Approve request for variance,to Section 503.B. of Title 1, Code of Ordinances, Display Surface Area from L-3 Aeromet – TUL. Section 503.B. limits the size of ground signs to fifty square feet and permits tenants leasing at least two acres to install up to three such signs. L-3 Aeromet has requested that they be allowed to install two signs that have a combined square footage that does not exceed 150 square feet (the equivalent of three allowed signs, each being fifty square feet). Management recommends approval. (JTH) 2.I. Award Bid and Approve Contract for Airport Excess Auto Liability Insurance Coverage with Mid-Continent Casualty Company, through the Joe West Company, for one (1) year with two (2) one-year options to renew, at a first year annual premium of $25,115.00, effective July 18, 2013 – TUL/RVS. Management recommends approval. (CER) Note: Funding is available. Fund No. TAIT General Operating Fund. 2.J. Approve agreement with Four Winds Interactive, LLC for the design, implementation, and installation of two interactive way-finding and advertising kiosks in the amount of $45,075.60 – TUL. Management recommends approval. (AH) Note: Funding is available. Fund No. Tenant Concession Association Fund. TULSA AIRPORTS IMPROVEMENT TRUST SPECIAL MEETING JUNE 13, 2013 PAGE 4 2.K. Approve Agreement with Cellco dba Verizon Wireless for Airport cell phones for a term of one-year with two (2) options to renew – TUL/RVS. The current monthly cost for Airport-issued cell phones under a contract with U.S. Cellular is $1,239.36 (“Smart” phones are under contract with AT&T). Verizon will charge $1,011.56 for a monthly cost savings of $227.80. Management recommends approval. (JM) Note: Funding is available. Fund No. TAIT General Operating Fund. 2.L. Approve Maintenance Agreement with GCR, Inc., (ABM System) for one (1) year with four (4) one-year options to renew in an amount not-to-exceed $51,995.00, effective July 1, 2013 – TUL/RVS. (F13-109) ABM is the Airport Business Management system and includes Lease Management, Airport Security and Operations Compliance, and Flight Tracking functions. The first year fee includes a one-time charge of $21,545.00 to upgrade the Lease Management module to integrate it with the new Financial Management System. Management recommends approval. (CER) Note: Funding is available. Fund No. TAIT General Operating Fund. 2.M. Approve Amendment No. 1 to Agreement for Services with The Rowland Group (Human Resources Consultant) in an amount not-to-exceed $20,000.00, for a total amount not-to-exceed $50,000.00 – TUL/RVS. Management recommends approval. (JM) Note: Funding is available. Fund No. TAIT General Operating Fund. 2.N. Accept pending FAA AIP Grant (Upgrade Airfield Access Control System Project) in the amount of $111,805.00 – TUL. The purpose of this Grant is to fund the design of the upgrades to the airfield access control systems. Management recommends approval. (JTH) TULSA AIRPORTS IMPROVEMENT TRUST SPECIAL MEETING JUNE 13, 2013 PAGE 5 2.O. Accept pending Oklahoma Aeronautics Commission (OAC) Grant (Strengthen Taxiway F Project) in the amount of $258,863.54 – RVS. The purpose of this Grant is to fund the design, construction (asphalt pavement overlay and crack repair), and construction management services for Taxiway F. Management recommends approval. (JTH) 3. Capital Improvement Contracts, Amendments, Change Orders, or Other Action. 3.A. Air Force Plant #3. ~ No items. 3.B. Contracts. 3.B.1. Approve Bid and Award Contract with APAC-Central (Strengthen Taxiway F Project) in the amount of $228,916.50, subject to approval of the OAC and receipt of Grant funding – RVS. Three (3) bids were received. The engineer’s estimate of costs is $187,955.00. The Disadvantaged Business Enterprise (DBE) project goal is 9.6%. APAC’s bid includes a commitment to a minimum of 11.6% DBE use on this contract. Management recommends approval. (JTH) Note: Funding is available. Fund No. OAC Grant. 3.B.2. Approve Contract for Professional Services with Garver, LLC (Strengthen Taxiway F Project) in an amount not-to-exceed $30,720.00, subject to the approval of OAC and receipt of Grant funding – RVS. Report attached Management recommends approval. (JTH) Note: Funding is available. Fund No. Future OAC Grant. 3.B.3. Approve Contract for Professional Services with URS Corporation (Wetlands Consulting Services) in an amount not-to-exceed $25,000.00 – TUL. TULSA AIRPORTS IMPROVEMENT TRUST SPECIAL MEETING JUNE 13, 2013 PAGE 6 Report attached Management recommends approval. (JTH) Note: Funding is available. Fund No. TAIT General Operating Fund. 3.B.4. Approve Contract for Professional Services with Faith Group, LLC (Airfield Access Control System Project) in an amount not-to-exceed $124,228.00, subject to the approval of the FAA and receipt of AIP Grant funding – TUL. Report attached Management recommends approval. (JTH) Note: Funding is available. Fund No. FAA Grant. 3.B.5. Approve Contract for Construction Management Services with Jacobs Engineering Group, Inc. (Runway 18R-36L and Taxiways L & L4 Pavement Improvements Project) in an amount not-to-exceed $164,823, subject to FAA approval – TUL. Report attached. Management recommends approval. (JTH) Note: Funding is available. Fund No. FAA Grant. 3.C. Contract Amendments. 3.C.1. Approve Amendment No. 1 to Contract for Professional Consulting Services with C & S Engineers, Inc. (Noise Mitigation Project Phases 13, 14, 15, 16, and 17) to extend contract time by 365 days – TUL. This amendment is for time extension for the warranty period on the last group of homes and to assist in closing out the Grant. Management recommends approval. (JTH) Note: Funding is available. Fund No. FAA Grant. 3.D. Change Orders. 3.D.1. Approve Change Order No. 6 with Interstate Highway Construction, Inc. (Runway 18L-36R Pavement Replacement-FFY12 Project) in the amount of $65,175.01– TUL. TULSA AIRPORTS IMPROVEMENT TRUST SPECIAL MEETING JUNE 13, 2013 PAGE 7 This change will provide for removing plastic from crushed concrete, additional perimeter road reconstruction with revised jointing, and temporary Taxiway B edge lights (Original contract amount: $15,646,090.00; Total amendments: $3,040,708.40; Total change orders: $303,630.34, 1.6%; Total change of quantities: $1,372,376.00, 7.3%; Total percent change: 9.%; Total cost: $20,362,804.74). Management recommends approval. (JTH) Note: Funding is available. Fund No. FAA Grant. 3.D.2. Approve Change Order No. 5 with Diversified Conveyors, Inc. (Inline Outbound Baggage System Conveyor Upgrade Project) in the amount of $153,884.13 – TUL. This change includes modifications related to the outbound baggage improvement system. This change replaced belting that was not in the original scope of the contract, but affected the TSA certification testing, Additional software programming to comply with TSA’s changes, modification in motor speeds, additional programming needed to communicate with the TSA EDS machines and an extended period of porting bags from B side ticket counters to the A side outbound baggage system. This change order also adds an additional 66 calendar days to the contract for the B side construction. TSA will pay 95% of these change order items (Original contract amount: $4,508,752.00; Total change orders: $442,672.13, 9.8%; Total change of quantities: $.00; Total percent change: 9.8%; Total cost: $4,951,424.13). Management recommends approval. (JTH) Note: Funding is available. Fund No. TSA Other transaction agreement. 3.E. Change of Quantities. ~No items. 3.F. Other Contract Action. ~ No items. 4. Contracts, Leases, Licenses or Other Action. 4.A. Approve License Agreement with Finnmax, LLC/NBC’s The Voice for filming returning contestants in the Terminal Building, effective June 1, 2013 for a two-month term – TUL. (F13-104) Management recommends approval. (CER) TULSA AIRPORTS IMPROVEMENT TRUST SPECIAL MEETING JUNE 13, 2013 PAGE 8 4.B. Approve Acknowledgment and Consent with SecurityPoint Media, LLC to exercise the third of three (3) one-year options, effective July 1, 2013 – TUL. (F09-0038) Security Point Media provides advertising on security checkpoint bins. Management recommends approval. (CER) 4.C. Approve Acknowledgment and Consent with SCIS Air Security Corporation to exercise the second of two (2) one-year options, effective July 1, 2013 – TUL. (F09-0038) SCIS performs required security services pursuant to a contract with licensed Air Carriers and Catering Operations. Management recommends approval. (CER) 4.D. Approve Acknowledgment and Consent for Non-Signatory Air Cargo License Agreement with Ameriflight, LLC to exercise the first of two (2) one-year options at the standard rate, effective July 01, 2013 – TUL. (F12114) Management recommends approval. (CER) 4.E. Approve Non-Signatory Air Carrier License Agreement (cargo) with Martinaire Aviation, LLC for one (1) year at the standard rate with two (2) one-year options, effective July 1, 2013 – TUL. (F13-103) Management recommends approval. (CER) 4.F. Approve Acknowledgment and Consent to Subtenant with Bizjet International Sales & Support, Inc. (Hangar 29) for Taylor-Deal Aviation, LLC (Brian Taylor), effective upon approval – TUL. (P-031) Management recommends approval. (CER) 4.G. Approve Sublease Agreement with Tulsa Metropolitan Utility Authority for a parking lot for five (5) years at the standard rate, effective July 1, 2013 – TUL. (F13-105) Management recommends approval. (CER) TULSA AIRPORTS IMPROVEMENT TRUST SPECIAL MEETING JUNE 13, 2013 PAGE 9 4.H. Approve Acknowledgment and Consent to Mutual Agreement with Integrated Airline Services, Inc., not to exercise the remaining one-year option to extend the current Agreement – TUL. (F11-070) Management recommends approval. (CER) 4.I. Approve Cargo Facility Sublease Agreement with Integrated Airline Services, Inc. (IAS) (cargo handler for United States Postal Service) for two (2) years with three (3) two-year options at the standard rate, effective June 1, 2013 – TUL. (F13-102) IAS had one remaining option to extend; we have mutually agreed not to exercise the option and to bring them under standard TAIT sublease rather than remain under the terms of the Tulsa Air Cargo One sublease. Management recommends approval. (CER) 4.J. Approve modification to License Agreement with Transportation Security Administration (HSTS03-A-AOP203) to reimburse TAIT for actual utility and janitorial costs at the Security Checkpoint, effective upon approval – TUL. (F06-051) This modification extends the period of performance for the current agreement through July 31, 2013 and obligates funding in the amount of $26,330.35 for five (5) months of electrical costs and janitorial costs at the checkpoint. Management recommends approval (CER). 4.K. Approve Option for Sublease Agreement with Tollefsen, LLC for a tract in the 169/Mingo Development Area for a period of one (1) year with option to renew, at the standard rate, effective July 1, 2013 – TUL. Management recommends approval. (JM) Required hangar inspections (assignment of sublease, new sublease and exercise of options to extend the term) have been conducted for the following agenda items and no maintenance issues currently exist. TULSA AIRPORTS IMPROVEMENT TRUST SPECIAL MEETING JUNE 13, 2013 PAGE 10 4.L. Approve Acknowledgment and Consent with Bixby Aviation, LLC (Alan Jackson) (Lot 9, Block 12, Northeast Hangar Development) to exercise the second of two (2) five-year options to extend the term of the Sublease at the standard rate, effective July 1, 2013 – RVS. (F98-063) Management recommends approval. (CER) 4.M. Approve Acknowledgment and Consent with Charles Sublett (Lot 10, Block 11-Section C, Northeast Hangar Development) to exercise the first of two (2) five-year options to extend the term of the Sublease at the standard rate, effective September 1, 2013– RVS. (F12-016) Management recommends approval. (CER) 4.N. Approve Acknowledgment and Consent with Robert Justin II & Kimberly A. Norman (Lot 8, Block 7A, Northeast Hangar Development) to exercise the first of two (2) five-year options to extend the term of the Sublease at the standard rate, effective July 1, 2013– RVS. (F03-0059) Management recommends approval. (CER) 4.O. Approve Acknowledgment and Consent to Assignment of Sublease Agreement (Lot 5, Block 13, Northeast Hangar Development) from Carl Snow, dba Snow Rentals to Carl Snow, effective upon approval (amnesty change) – RVS. (F00-009) Management recommends approval. (CER) 4.P. Approve Acknowledgment and Consent with David K. and Louise A. Johnson (Lot 2, Block 1A, Northwest Hangar Area) to exercise the first of two (2) five-year options to extend the term of the Sublease at the standard rate, effective August 1, 2013– RVS. (F04-0012) Management recommends approval. (CER) 4.Q. Approve Acknowledgment and Consent with Pryor Creek Fleet Services, Inc. (Bob Applegate) (Lot 1, Block 1C, Northwest Hangar Area) to exercise the first of two (2) five-year options to extend the term of the Sublease at the standard rate, effective August 1, 2013– RVS. (F04-016) Management recommends approval. (CER) TULSA AIRPORTS IMPROVEMENT TRUST SPECIAL MEETING 5. JUNE 13, 2013 PAGE 11 Other Business. Recess for TAA Meeting Reconvene TAIT Meeting 6. Approve those items from the June 13, 2013 Meeting of TAA which should be considered by TAIT. 7. Approve Executive Session pursuant to 25 O.S. §307(B)(4) for the purposes of communication between the Trustees and Counsel concerning pending investigation(s), claim(s), action(s) or litigation including, but not limited to: TIA and BOKF, N.A. dba Bank of Oklahoma vs. TAIT, Tulsa County, Case No. CJ-2013-01165, U.S. District Court for the Northern District of Oklahoma, Case No. 4:13cv-00179-CVE-TLW. 8. Adjourn. LB06/13