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Amended Agenda Indianapolis Airport Authority

February 16, 2018 8:00 AM

Call to Order

I. Approval of Minutes of the IAA Board’s Regular Meeting of January 2018

II. Ordinances, Resolutions and Public Hearings

a) Presentation of Stormwater & Deicing Capacity Enhancement enabling projects and Related Financing – Presentation by Jarod Klaas, Sr. Director of Planning and Development and Robert Thomson, Sr. Director of Finance.

b) Public Hearing on Resolution No. 3-2018, regarding State Revolving Fund (SRF) Loan Program authorizing submission of the required Preliminary Engineering Report (PER), as more particularly described in BP2018-02-03.

c) Consider for approval, Resolution No. 3-2018, regarding State Revolving Fund (SRF) Loan Program authorizing submission of the required Preliminary Engineering Report (PER), as more particularly described in BP2018-02-03.

d) Consider for approval, Resolution No. 2-2018, regarding State Revolving Fund (SRF) Loan Program designating the Indianapolis Airport Authority Executive Director or Treasurer to make application to the SRF Loan Program and to act as the authorized signatory for matters pertaining to the Program, as more particularly described in BP2018-02-03.

e) Public Hearing on General Ordinance No. 01-2018, concerning Indianapolis Airport Authority (IAA), a supplement to the IAA Master Bond Ordinance (5-2014), authorizing the issuance by IAA of one or more series of additional subordinated revenue bonds to fund specific capital projects. IAA will use the Indianapolis Local Public Improvement Bond Bank as the conduit issuer, as more particularly described in BP-2018-02-01.

f) Consider for approval, General Ordinance No. 01-2018, concerning Indianapolis Airport Authority (IAA), a supplement to the IAA Master Bond Ordinance (5-2014), authorizing the issuance by IAA of one or more series of additional subordinated revenue bonds to fund specific capital projects. IAA will use the Indianapolis Local Public Improvement Bond Bank as the conduit issuer, as more particularly described in BP-2018-02-01.

g) Consider for approval, Resolution No. 1-2018, regarding the Fifth Amendment to Lease Agreement between the Indianapolis Airport Authority and Greater Indianapolis Foreign Trade Zone per the terms of the Fifth Amendment to Lease Agreement, more particularly described in BP2018-02-02.

Agenda February 16, 2018

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III. Board Reports

President’s Report –

a) Appointment of Robert Thomson as 2018 Indianapolis Airport Authority Treasurer.

IV. Official Actions

a) Consider, for approval, the individual items on the IAA General Agenda, dated February 16, 2018.

V. Staff Reports

Executive Director’s Report –

a) Introduction of 2017 4th Quarter IAA Core Value Winners

b) Update Airport Hotel Study – Jarod Klaas, Sr. Director of Planning and Development

VI. Board Communications

Next Meeting: Friday, March 16, 2018 @ 8:00 a.m.

VII. Adjourn

MINUTES Board of Directors Meeting

Indianapolis Airport Authority

The Regular Meeting of the Indianapolis Airport Authority (IAA) Board was called to order at 8:05 a.m., on January 19, 2018, in the Airport’s Board Room at Indianapolis International Airport. Present at commencement of the meeting and comprising a quorum were: Barbara Glass, President Steve Dillinger, Vice President Alfred Bennett, Secretary Kurt Schleter, Member Jeffrey Gaither, Member Kelly Flynn, Member Toby McClamroch, Member Mamon Powers III, Member Brett Voorhies, Member Brian Tuohy, IAA Board Counsel IAA Executive Staff attending: Mario Rodriguez, Executive Director Mike Medvescek, Sr. Director of Operations & Public Safety Marsha Stone, Sr. Director of Commercial Enterprise Robert Thomson, Sr. Director of Finance Jarod Klaas, Sr. Director, Engineering, Planning & Development Jeff Mallamad, General Counsel Lisa Bierman, Sr. Executive Assistant Maria Wiley, Sr. Director of Audit, Compliance & Procurement Reid Goldsmith, Sr. Director of Information Technology Rachel Hernandez, Sr. Director of Human Resources Bill Stinson, Sr. Director of Public Affairs APPROVAL OF MINUTES Upon a motion by Mr. Bennett, seconded by Mr. Flynn and unanimously passed, approval was given to the Minutes of the Regular Meeting of December 15, 2017. ORDINANCES, RESOLUTIONS AND PUBLIC HEARING President Glass introduced Mr. Robert Thomson, Sr. Director of Finance, who introduced General Ordinance No. 01-2018, concerning Indianapolis Airport Authority (IAA), a supplement to the IAA Master Bond Ordinance (5-2014), authorizing the issuance by IAA of one or more series of additional subordinated revenue bonds to fund specific capital projects. IAA will use the Indianapolis Local Public Improvement Bond Bank as the conduit issuer, as more particularly described in BP-2018-01. This is an introduction and no vote is necessary at this meeting. This will come before the board for consideration of approval at the February board meeting.

IAA Board Meeting Minutes January 19, 2018 Page 2 of 3

BOARD REPORTS President Glass introduced the new Indianapolis Airport Authority Board Members, Mr. Jeffrey Gaither and Mr. Kurt Schleter. Next, Ms. Glass introduced Mr. Brian Tuohy, IAA Board counsel to facilitate the election of the 2018 Indianapolis Airport Authority Board Officers. Mr. Tuohy reported that notice was sent to all IAA board members requesting their interest in running for an elected office. The three individuals who have expressed interest for office are Ms. Barbara Glass, for President, Mr. Steve Dillinger, for Vice President and Mr. Alfred Bennett for Secretary. Since the individuals running for office were unopposed, Mr. Tuohy asked for an open board approval for said 2018 board officers. Upon a motion by Mr. McClamroch, seconded by Mr. Voorhies and Mr. Flynn, the 2018 Indianapolis Airport Authority unanimously gave approval of Ms. Barbara Glass, as President, Mr. Steve Dillinger, as Vice President and Mr. Alfred Bennett as Secretary. OFFICIAL ACTIONS INTRODUCTION AND APPROVAL OF THE INDIANAPOLIS AIRPORT AUTHORITY’S GENERAL AGENDA, DATED January 19, 2018: President Glass introduced and then verbally described each of the individual items listed on the General Agenda. Following a brief discussion of each listed item, President Glass asked for separate motions of approval. The following actions were then taken by the IAA Board: BP2018-01-02. Upon a motion by Mr. Flynn, seconded by Mr. Voorhies and unanimously passed, approval was given to BP2018-01-02. BP2018-01-03. Upon a motion by Mr. Voorhies, seconded by Mr. Flynn and unanimously passed, approval was given to BP2018-01-03. BP2018-01-04. Upon a motion by Mr. Bennett, seconded by Mr. Flynn and unanimously passed, approval was given to BP2018-01-04. STAFF REPORTS Executive Director’s Report Mr. Rodriguez introduced Ms. Marsha Stone, Sr. Director of Commercial Enterprise. Ms. Stone gave a brief presentation regarding Air Service and reported that 8.77 million passengers traveled through Indianapolis International Airport (IND) in 2017 making it record year. Ms. Stone further stated that in 2017 IND had five record breaking months for enplanements and the airport set a record of 51 nonstop destinations available from IND. Mr. Rodriguez also added that this in a recent study IND placed in the top 10 medium hub airports for connectivity. ADJOURNMENT President Glass announced that the next IAA Board meeting is scheduled for February 16, 2018. There being no further business, the meeting was adjourned at 8:23 a.m.

IAA Board Meeting Minutes January 19, 2018 Page 3 of 3

INDIANAPOLIS AIRPORT AUTHORITY *

By: ________________________________

Barbara Glass, President DATED: __________________________

By: ________________________________ Alfred R. Bennett, Secretary

* Signed under authority of IAA Board Resolution #13-2017

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BP2018-02-03

To: IAA Board of Directors From: Robert B. Thomson, Sr. Director of Finance/Treasurer Date: February 1, 2018 Board Date: February 16, 2018 Subject: State Revolving Fund (SRF) Preliminary Engineering Report (PER) and

Application and Designation of Signatory

The Indianapolis Airport Authority has investigated and recommends pursuing the opportunity to partner with the State of Indiana in the State Revolving Fund program. The State Revolving Fund loan programs provide low-interest loans to eligible Indiana entities for projects that improve wastewater and drinking water infrastructure. The Indiana Finance Authority administers the SRF loan programs, which protect both the environment and public health. IAA’s system to properly control and treat aircraft deicing fluid (propylene-glycol) capacity enhancement project qualifies as a nonpoint source project and may be eligible for low-interest financing on all or a portion of the project. The resolutions designate the Authority Treasurer or Executive Director as authorized to make application to the SRF loan program, authorized to submit documents related to the loan process and authorizes submission of the required preliminary engineering report (PER) as properly advertised and presented at the public hearing that will be held at the board meeting before the resolutions are considered for approval.

Board Memo – State Revolving Fund Resolutions

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BP2018-02-01

To: IAA Board of Directors From: Robert B. Thomson, Sr. Director of Finance/Treasurer Date: February 1, 2018 Board Date: February 16, 2018 Subject: Public Hearing and Adoption of General Ordinance No. 01-2018

The Indianapolis Airport Authority will hold a public hearing on General Ordinance No. 01-2018 (“Ordinance”). General Ordinance No. 01-2018 is a supplement to the IAA’s Master Bond Ordinance (5-2014), authorizing the issuance by IAA of one or more series of additional subordinated revenue bonds to fund specific capital projects. IAA will use the Indianapolis Local Public Improvement Bond Bank as the conduit issuer. Authority staff will discuss the structure of the anticipated credit facility enabled by the Ordinance, the project anticipated to be financed, hold a public hearing on the adoption of the above-referenced Ordinance and final vote to adopt the Ordinance as presented.

Board Memo –Public Hearing and Adoption of

General Ordinance No. 1-2018

BP2018-02-02

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To: IAA Board of Directors From: Marsha Stone, Sr. Director of Commercial Enterprise, Eric Anderson, Director of

Properties Date: January 30, 2018 Board Date: February 16, 2018 Subject: Fifth Amendment to Lease Agreement Indianapolis Airport Authority and

Greater Indianapolis Foreign Trade Zone, Inc. Background The Greater Indianapolis Foreign Trade Zone (GIFTZ) “Lessee” occupies a portion of the Indianapolis Maintenance Center (IMC) with its offices and a file storage area. This Fifth Amendment adjusts the rental rate and extends the term of the Lease Agreement. The GIFTZ will occupy 840.75 sq. ft. of warehouse space and 820 sq. ft. of office space.

Scope Staff requests the IAA Board execute the Fifth Amendment to Lease Agreement between the Indianapolis Airport Authority and Greater Indianapolis Foreign Trade Zone.

Schedule January 23, 2018: Execution of the Fifth Amendment to Lease Agreement by the GIFTZ Board. February 16, 2018: Anticipated Approval by the IAA Board.

Revenue and/or Operating Cost Implications Revenue: Anticipated revenue is $10,379.68/annum during the one-year extension term along with nominal rental rate increases in the two one-year option terms. Operating Costs: The IAA has no additional costs associated with the Lease Agreement

Supplier Diversity Participation Not applicable.

BOARD MEMO – GREATER INDIANAPOLIS FOREIGN TRADE ZONE FIFTH AMENDMENT TO LEASE AGREEMENT

Memo Re: GIFTZ Fifth Amendment

BP2018-02-02

BP2018-02-02 Page 2 of 2

Recommendation IAA staff recommends the IAA Board consider for approval Resolution No. 1-2018 and the Fifth Amendment to Lease Agreement between the Indianapolis Airport Authority and Greater Indianapolis Foreign Trade Zone per the terms of the Fifth Amendment to Lease Agreement.

General Agenda Page 1 of 1

IAA Board Meeting General Agenda

February 16, 2018

General: BP2018-02-05

Consider, for approval, submitting a request for bids to replace the 2003 Aircraft Rescue Fire Fighting Vehicle.

BP2018-02-06

Consider, for approval, Amendment No. 3 to the Amended and Restated Land Lease Agreement with Federal Express Corporation for their 2017 Expansion Project at the FedEx Hub Facility.

BP2018-02-07

Consider, for approval, the execution of Amendment No. 7 to Cash Farm Agreement with Gary Kingen d/b/a Mt. Comfort Farms, LLC. For a two-year extension to the lease term per the terms of the Lease Agreement, as amended.

BP2018-02-08

Consider, for approval, the Monday Voigt Products, Inc. Foreign Trade Zone Operator Agreement & Grantee Concurrence Letter as approved by the Greater Indianapolis Foreign Trade Zone Board at their January 23, 2018, meeting.

Capital:

None

BP2018-02-05

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To: IAA Board of Directors From: Michael Medvescek, Sr. Director of Operations and Public Safety Date: January 25, 2018 Board Date: February 16, 2018 Subject: Aircraft Rescue Fire Fighting (ARFF) Vehicle Replacement

Background This project replaces a 15-year front line 2003 model year, Aircraft Rescue Fire Fighting (ARFF) Vehicle. The Federal Aviation Administration, (FAA) Part 139, requires a commercial air-carrier airport to be indexed based on the length and number of regularly scheduled passenger flights. This index then outlines minimum numbers of firefighting equipment and amount of extinguishing agent that an airport is required to provide. If the airport is not able to supply adequate fire coverage the air carrier operations is limited. The 2003 vehicle will become a reserve unit allowing the Airport’s index to rise without emergency purchases of additional equipment and to allow maintenance, special events and mutual aid responses without affecting the airport index. An ARFF Vehicle is a specialized fire apparatus that carries large amounts of water, foam, and dry chemical extinguishing agents. Unlike other municipal fire vehicles, it is designed to fight hydrocarbon fuel fires associated with aircraft. It’s required to have off road capabilities, as well as the ability to apply firefighting agents while the vehicle is in motion. The Vehicle to be replaced is an ARFF vehicle purchased in 2003. A replacement plan was developed that spread the purchasing of ARFF Vehicles out over several years. The FAA will now assist in the purchase of ARFF vehicles after 15 years of service. This project would include the purchase of a similar vehicle that meets new requirements of the FAA, DOT, and EPA motor vehicle standards. Scope This project proposes to replace a front line ARFF vehicle with a 3000-gallon water capacity, 420-gallon foam concentrate capacity, 500 pounds of dry chemical firefighting agent, and extendable reach waterway nozzle and off-road capabilities.

BOARD MEMO – AIRCRAFT RESCUE FIRE FIGHTING VEHICLE REPLACEMENT

Memo Re: Airport Fire Department Equipment Replacement BP2018-02-05

BP2018-02-05 Page 2 of 2

The proposed completion of the project would be within 325 days of the Notice to Proceed (NTP). Airport Operations will oversee the completion and delivery of the project for its duration. Budget This project is included in the approved 2018 Capital Budget #59 at a cost of $1M. The proposed project is up to 75% AIP eligible. Schedule Board approves advertisement February 16, 2018 Open bids March 23, 2018 Board approves contract April 20, 2018 Vehicle delivered Up to 325 days after NTP

Supplier Diversity Participation There is no opportunity for supplier diversity participation due to the specialized nature of this purchase/service. Recommendation The IAA Staff recommends the IAA Board consider for approval submitting a request for bids to replace the 2003 Aircraft Rescue Fire Fighting Vehicle.

BP2018-02-06

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To: IAA Board of Directors From: Marsha Stone, Sr. Director of Commercial Enterprise, Eric Anderson, Director of

Properties Date: January 30, 2018 Board Date: February 16, 2018 Subject: Amendment No. 3 to the Amended and Restated Lease Agreement with

Federal Express Corporation Background Federal Express Corporation (FedEx) entered into a new Amended and Restated Lease Agreement in 2012, for their distribution and sort facility at Indianapolis International Airport. With options, the FedEx lease term will expire December 31, 2068. Staff have been working alongside FedEx in the planning of their next phase of expansion which ultimately is defined in the ability to sort a greater number of packages within their sort operation. Amendment No. 3 incorporates changes to the Lease Agreement to accomplish the FedEx 2017 Expansion Project including expanding the Leased Premises for six additional widebody aircraft positions, expansion of the employee parking lot and ground service equipment areas. Total increase to the Leased Premises for this expansion is in excess of 2.2M square feet.

Scope Staff requests the IAA Board execute Amendment No. 3 with Federal Express Corporation to allow for the 2017 Expansion Project.

Schedule

• February 16, 2018: IAA approval of Amendment No. 3 to the Amended and Restated Lease Agreement with Federal Express Corporation.

• October 31, 2018: Western Underground Basin to be sufficiently completed such that the IAA can accept stormwater from the FedEx expansion.

• October 31, 2019: Western Underground Basin and relocated Seerley Creek Basin to be sufficiently completed such that the IAA can accept deicing fluids from the FedEx expansion.

• October 1, 2020: FedEx 2017 Expansion Project completion.

BOARD MEMO – FEDERAL EXPRESS AMENDMENT NO. 3

BP2018-02-06

BP2018-02-06

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Revenue and/or Operating Cost Implications Revenue: Commencing on the earlier, completion of FedEx’s 2017 Expansion Project or October 1, 2020, ground rental for the Leased Premises will increase by $423,500.31 annually. Per existing lease terms, the overall rental structure is adjustable every five years by consumer price index calculation. The next adjustment is schedule for July 1, 2022. Existing Term of Lease Agreement is through December 31, 2028. In addition to the ground rental increase; aircraft landing fee revenues, relating to the additional six aircraft gate positions, are estimated at $400K; however, beginning in Spring 2018, FedEx will be in the initial stage of a multi-year aircraft apron rehabilitation project of its existing aircraft pavement, the estimation of additional landing fee revenues will fluctuate. Operating Costs: FedEx has and will continue to be responsible for all operational costs associated with their Leased Premises. Capital Investment: Within the 2017 FedEx Expansion Project, stormwater drainage from the additional six aircraft gates and ground service equipment staging area will be accepted into the Seerley Creek Basin and/or Western Underground Basin. IAA has the responsibility to ensure there is sufficient capacity and achieve regulatory approval for additional stormwater conveyance into the IAA’s stormwater basin(s). Design of the relocated Seerley Creek Basin and new Western Underground Basin is currently underway.

Supplier Diversity Participation One-time operating expenses in the creation of Amendment No. 3 were less than $8,000 and mainly attributable to survey associated costs performed by Paul I. Cripe, a registered MBE in the State of Indiana. Recommendation Consider for approval Amendment No. 3 to the Amended and Restated Land Lease Agreement with Federal Express Corporation for their 2017 Expansion Project at the FedEx Hub Facility.

BP2018-02-07

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To: IAA Board of Directors From: Marsha Stone, Sr. Director of Commercial Enterprise, Eric Anderson, Director of

` Properties Date: January 8, 2018 Board Date: February 16, 2018 Subject: Gary Kingen d/b/a Mt. Comfort Farms, LLC – Amendment No. 7 to Cash Farm

Lease Agreement Background Mt. Comfort Farms, LLC leases 1,379.5 acres of tillable land suitable for row crops at Indianapolis Regional Airport. Lessee has leased this property from the Authority since 2009 and has provided good stewardship of the land. This Amendment No. 7 extends the term for two (2) years effective retroactively to January 1, 2018 – December 31, 2019. Lessee will receive a one-time rental credit of fifteen thousand dollars ($15,000.00) for the installation of no less than fifteen thousand ($15,000.00) worth of drainage tile work to the leased premises to address flooding issues. Work must be completed no later than November 1, 2018 or Lessee forfeits the right to the rental credit.

Scope Staff requests the IAA Board execute the Amendment No. 7 to Cash Farm Agreement with Gary Kingen d/b/a Mt. Comfort Farms, LLC.

Schedule February 16, 2018: IAA approval of the Amendment No. 7 to Cash Farm Agreement with Gary Kingen d/b/a Mt. Comfort Farms, LLC. Revenue and/or Operating Cost Implications Revenue:

• Rental revenue from Amendment No. 7 shall be $475,927.50 annually. Operating Costs:

• The IAA will see no operating cost regarding this agreement but will provide the one-time

BOARD MEMO MT. COMFORT FARMS, LLC

AMENDMENT NO. 7 TO CASH FARM LEASE AGREEMENT

Memo Re: Mt. Comfort Farms Amendment No. 7

BP2018-02-07

BP2017-02-07 Page 2 of 2

rental credit of fifteen thousand dollars ($15,000.00)

Supplier Diversity Participation Not applicable. Recommendation IAA staff recommends the IAA Board consider for approval the execution of Amendment No. 7 to Cash Farm Agreement with Gary Kingen d/b/a Mt. Comfort Farms, LLC. For a two-year extension to the lease term per the terms of the Lease Agreement, as amended.

BP2018-02-08

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To: IAA Board of Directors From: Marsha Stone, Sr. Director of Commercial Enterprise, Eric Anderson, Director of

Properties Date: January 29, 2018 Board Date: February 16, 2018 Subject: Monday Voigt Products, Inc. (MVP) Foreign Trade Zone Operator Agreement Background The Indianapolis Airport Authority (IAA) is the Foreign Trade Zone (FTZ) “Grantee” representing central Indiana communities. In 1981, IAA created a separate company, the Greater Indianapolis Foreign Trade Zone, Inc. (GIFTZ), a not-for-profit 501C (6), to administer the FTZ program. Monday Voigt Products, Inc. is a manufacturer that assembles and kits imported components from Japan, South Korea, China, and India primarily for use within the automotive industry. Exported items are shipped to other cities in the United States and Mexico. The 26,000 sq. ft. manufacturing and distribution facility is located at: 804 Hazlett Street, Anderson, Indiana. This particular site employs 13 individuals. The FTZ designation will allow Monday Voigt Products, Inc., to better service their international trade needs and customers. The GIFTZ Board concurred with Monday Voigt Products, Inc.’s request for FTZ designation at the January 23, 2018 GIFTZ Board Meeting.

Scope The GIFTZ Board supports the IAA Board’s execution of the FTZ Operator Agreement and Grantee Concurrence Letter.

Schedule February 16, 2018: Execution of the FTZ Operator Agreement and Grantee Concurrence Letter by

the IAA Board. February 23, 2018: Application Submitted to FTZ Board-Washington D.C. for approval. March 23, 2018: Anticipated Approval from the FTZ Board-Washington D.C.

BOARD MEMO – FOREIGN TRADE ZONE OPERATOR AGREEMENT

Memo Re: FTZ Operator Agreement

BP2018-02-08

BP2018-02-08 Page 2 of 2

Revenue and/or Operating Cost Implications Revenue: Anticipated revenue impact is $48,000/annum. FTZ activation is anticipated in the 3rd Quarter of 2018. Operating Costs: The GIFTZ has no additional costs associated with the application and designation process.

Supplier Diversity Participation Not applicable. Recommendation Consider for approval the Monday Voigt Products, Inc. Foreign Trade Zone Operator Agreement & Grantee Concurrence Letter as approved by the Greater Indianapolis Foreign Trade Zone Board at their January 23, 2018, meeting.