agenda · agenda indianapolis airport authority . march 15, 2013 8:30 am . i. call to order . ii....

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Agenda Indianapolis Airport Authority

March 15, 2013 8:30 AM

I. Call to Order

II. Approval of Minutes of the Pre-Board and Regular Meeting of February 15, 2013

III. Ordinances, Resolutions and Public Hearings

a) Consider for approval Resolution No. 4-2013 granting the Executive Director, or his authorized representative, authorization to apply for, and accept Offers extended to it by the FAA, TSA, or INDOT.

b) Consider for approval Resolution No. 5-2013 amending and replacing the existing Investment Policy effective March 15, 2013.

IV. Board Reports

a) President’s Report

V. Official Actions

a) Consider for approval the individual items listed on the IAA General Agenda dated March 15, 2013.

VI. Staff Reports

a) Executive Director Report – Bob Duncan

b) Financial Report – Marsha Stone

VII. Other Reports/Update

VIII. Board Communications

a) Next Meeting: Friday, April 19, 2013 @ 8:30 a.m.

IX. Adjourn

MINUTES Board of Directors Meeting

Indianapolis Airport Authority The Regular Meeting of the Indianapolis Airport Authority Board was called to order at 8:33 a.m., February 15, 2013, in the Airport’s Board Room at the Indianapolis International Airport. Present at commencement of the meeting and comprising a quorum were: Michael W. Wells, President Kelly J. Flynn, Vice President Alfred Bennett, Secretary Jean L. Wojtowicz, Member Karen Caswelch, Member Jack T. Morton, Member David C. Lewis, Member Philip C. Borst, Member Lynn T. Gordon, Advisory Member Rex Joseph, IAA Board Counsel IAA executive staff attending: Robert Duncan, Executive Director Mike Medvescek, Sr. Director of Operations Marsha Stone, Sr. Director of Finance Joseph Heerens, General Counsel Michael Huber, Sr. Director of Commercial Enterprise Jamie Leap, Sr. Administrative Assistant/Recording Secretary APPROVAL OF MINUTES Upon a motion by Mr. Flynn, seconded by Mr. Lewis and unanimously passed, approval was given to the Minutes of both the Pre-Board and Regular Meetings of January 18, 2013. ORDINANCES, RESOLUTIONS AND PUBLIC HEARINGS President Wells opened the public hearing and described the Amended & Restated General Ordinance No. 5-2012 concerning the 2013 Rates and Charges. There were no public comments or testimony. Upon a motion by Mr. Flynn, seconded by Mr. Bennett and unanimously passed, approval was given to Amended & Restated General Ordinance No. 5-2012. President Wells next described Resolution No. 2-2013 concerning the Lease Agreement with the Greater Indianapolis Foreign Trade Zone, Inc. Upon a motion by Mr. Morton,

IAA Board Meeting Minutes February 15, 2013 Page 2 of 5

seconded by Ms. Wojtowicz and unanimously passed, approval was given to Resolution No. 2-2013. President Wells next described Resolution No. 3-2013 concerning the Disadvantaged Business Enterprise Policy. Upon a motion by Mr. Lewis, seconded by Ms. Caswelch and unanimously passed, approval was given to Resolution No. 3-2013. BOARD REPORTS President’s Report There was no President’s Report for this month. However, President Wells asked each chairperson of an IAA Board committee to provide a report of activities for calendar year 2012. Finance & Audit Committee Report Finance & Audit Committee (“FAC”) Chair Jean Wojtowicz indicated that the FAC’s Charter calls for an annual report to the IAA’s Board after the conclusion of each fiscal year with respect to the FAC’s activities and accomplishments for that period. She provided the following report. During 2012, the FAC reviewed, discussed, adopted, modified and/or recommended the following policies: (1) Business Expense & Travel Reimbursement Policy; (2) Investment Policy; and (3) Tax-Exempt Bond Compliance Policy. Chair Wojtowicz also provided a brief overview of the areas where the FAC provided financial and other oversight to the IAA, including the implementation and compliance with certain IAA policies, the development of the IAA’s operating and capital budgets, the selection of BKD as the audit firm for the 2011 audit, the review and approval of the 2011 Financial Statement Audits, and direction given to IAA Management regarding implementation of certain recommendations from BKD to further improve and enhance the IAA’s financial controls. Chair Wojtowicz also noted that, for 2012, the IAA received its 30th consecutive “Certificate of Achievement for Excellence in Financial Reporting”. Chair Wojtowicz further noted that the FAC continued to focus on reducing the IAA’s outstanding debt and reducing overall debt service. Among other items, the FAC reviewed and recommended prepayment of more than $35 million of IAA debt, which was effected in 2012. The FAC also recommended (which was subsequently approved by the IAA Board) approval of several bond ordinances that resulted in significant debt service savings. For 2013, the FAC’s focus will include at least the following: (1) continued opportunities to reduce the IAA’s overall level of debt and debt service costs; (2) oversight of certain IAA policies, including those recently adopted or modified by the FAC; (3) oversight of the IAA’s adherence to the goals established in its Airline Use Agreements in place with various airlines; (4) establishment of financial goals for the next Airline Use Agreement


negotiation, which will commence in 2014; (5) review of the 2012 audited financial statements; (6) oversight of the 2014 capital and operated budget process; and (7) review and recommendation of appropriate changes to other IAA policies. Human Resources Committee Report Human Resources Committee (“HRC”) Chair Lynn Gordon reported that the HRC has a similar obligation in its Charter to provide an annual report to the IAA’s Board after the conclusion of each fiscal year with respect to the HRC’s activities and accomplishments for that period. He provided the following report. Chair Gordon first expressed the IAA’s appreciation to Mr. Alex Azar for his leadership of the HRC over the past three years. In 2012, the IAA was a critical business partner in the successful hosting of the 2012 Super Bowl. IAA employees were deeply involved in strategic planning and operational support for this event, and were recognized for their outstanding service and execution in that regard. Chair Gordon also noted the positive developments that occurred with respect to the Core Values Employee Recognition Program, the Employee Engagement Council, the Employer-of-Choice Committee, the IAA University Program, and the Wellness Committee, including, but not limited to, recognition of employees who demonstrated outstanding achievement for the IAA, the ideas and projects being generated by IAA employees, and the IAA’s focus on the financial and physical wellness of its employees. Chair Gordon also provided a brief overview of developments and accomplishments pertaining to: (1) the IAA’s diversity initiatives and efforts; (2) the IAA’s performance management system; (3) the reorganization of the IAA’s Human Resources functions; (4) recruiting, training and staffing, including new processes and procedures for “on-boarding” of new employees; (5) conducting a new “Employee Engagement Survey”, the results of which were reviewed by IAA’s Senior Management, which developed an action plan for addressing opportunities for improvement; and (6) the University of Phoenix Program, which was established in order to grant college credit for employees attending certain courses through the Federal Aviation Administration, the American Association of Airport Executives, and Airports Council International-North America, as well as specific courses for the IAA’s Fire and Police Departments. Reliever Committee Report Reliever Committee (“RC”) Chair Al Bennett provided the following report with respect to the RC’s activities and accomplishments during fiscal year 2012. Chair Bennett initially noted that, with respect to safety and security, the IAA’s airports successfully achieved yet another 100% non-discrepancy report from U.S. Department of Transportation during 2012.


Chair Bennett also reported that, during 2012, the RC reviewed, discussed, adopted modified, and/or recommended the following for the IAA’s reliever airports: (1) key capital improvement projects, including the rehabilitation of certain runways, taxiways, t-hangar taxilanes and apron areas, the installation of perimeter fencing, and the renovation of the Downtown Heliport’s exterior; (2) an Airport Layout Plan Update for Metropolitan Airport; (3) certain positive property management outcomes, including an increase of 14% in revenues from the relievers and several new agricultural agreements which will significantly increase revenue; and (4) a reduction in t-hangar vacancy rate. OFFICIAL ACTIONS INTRODUCTION AND APPROVAL OF THE INDIANAPOLIS AIRPORT AUTHORITY’S GENERAL AGENDA, DATED February 15, 2013: President Wells introduced and then verbally described each of the individual items listed on the General Agenda, after which he asked for separate motions of approval, as follows: BP2013-02-1. Upon a motion by Mr. Flynn, seconded by Mr. Bennett and unanimously passed, approval was given to BP2013-02-1. BP2013-02-2. Upon a motion by Mr. Morton, seconded by Mr. Bennett and unanimously passed, approval was given to BP2013-02-2. BP2013-02-3. Upon a motion by Ms. Wojtowicz, seconded by Mr. Morton and unanimously passed, approval was given to BP2013-02-3. BP2013-02-4. Upon a motion by Mr. Bennett, seconded by Mr. Morton and unanimously passed, approval was given to BP2013-02-4. BP2013-02-5. Upon a motion by Mr. Lewis, seconded by Mr. Morton and unanimously passed, approval was given to BP2013-02-5. BP2013-02-6. Upon a motion by Ms. Wojtowicz, seconded by Ms. Caswelch and unanimously passed, approval was given to BP2013-02-6. BP2013-02-7. Upon a motion by Mr. Bennett, seconded by Mr. Morton and unanimously passed, approval was given to BP2013-02-7. BP2013-02-8. Upon a motion by Mr. Flynn, seconded by Ms. Caswelch and unanimously passed, approval was given to BP2013-02-8. BP2013-02-9. Upon a motion by Mr. Morton, seconded by Mr. Bennett and unanimously passed, approval was given to BP2013-02-9. STAFF REPORTS


Executive Director Report Executive Director Duncan publicly recognized six IAA employees who each received a fourth quarter “Core Values Award”. Those individuals were: Mr. Michael Finch for the category of “Respect”, Mr. John Warren for the category of “Integrity”, Mr. Craig Van Buskirk for the category of “Trust”, Mr. Mike Riedlinger for the category of “Excellence”, Ms. Karen Richardson for the category of “Customer Service Excellence”, and Ms. Abbey Whaley for being an “Unsung Hero”. Mr. Duncan also publicly recognized Mr. Corey Wilson, IAA Director of Diversity, for being selected as a member of the “40 under 40” category, which is a group that the Indianapolis Business Journal recognizes each year for being highly successful individuals in the Indianapolis area. Finance Report Ms. Marsha Stone, Sr. Director of Finance, provided a brief Air Service report. In addition, she recognized the Finance Department for achieving 30 years of Excellence in Financial Reporting. ADJOURNMENT President Wells announced that the next IAA board meeting is scheduled for March 15, 2013. There being no further business, the meeting was adjourned at 9:15 a.m.

INDIANAPOLIS AIRPORT AUTHORITY*

__________________________________ Michael W. Wells, President

__________________________________

Alfred R. Bennett, Secretary

Date:_____________________________

*Signed under authority of IAA Board Resolution #10-2009

Resolution No. 4-2013

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To: IAA Board of Directors From: Marsha A. Stone, Sr. Director of Finance Date: February 19, 2013 Board Date: March 15, 2012 Subject: Federal and State Grant Authority to Executive Director Background Resolution Number 4-2013 authorizes the Executive Director of the Indianapolis Airport Authority, Indianapolis, Indiana, or his designee, to apply for airport development assistance and to accept on behalf of the Indianapolis Airport Authority, any and all Offers that may be extended to it on or before December 31, 2013 by the Administrator of the Federal Aviation Administration (FAA), the Transportation Security Administration (TSA), or the Indiana Department of Transportation (INDOT). There is no board paper applicable to this resolution. Federal and State agencies often allow a very short amount of time to respond/accept when extending Offers. This blanket resolution is a proactive measure taken by the Authority to ensure it will be able to respond in a timely manner to potential Offers extended by any of the governmental agencies included in this resolution. The board has approved similar blanket resolutions in previous years which have allowed the Authority to take advantage of funding sources it would otherwise not have had the opportunity to utilize. Recommendation The IAA staff recommends that the Board approve resolution 4-2013 granting the Executive Director, or his authorized representative, authorization to apply for, and accept Offers extended to it by the FAA, TSA, or INDOT. Consider for approval adoption of Resolution 4-2013 authorizing the Executive Director or his designee to apply for airport development assistance, accept, adopt and execute offers that are scheduled to expire on or before December 31, 2013 from the Administrator of the Federal Aviation Administration, the Transportation Security Administration, or the Indiana Department of Transportation constituting Agreement between the United States or the State of Indiana and the Indianapolis Airport Authority.

BOARD MEMO – FEDERAL AND STATE GRANT AUTHORITY

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RESOLUTION NO. 4-2013

RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR OR HIS DESIGNEE TO APPLY FOR, ACCEPT, ADOPT AND EXECUTE OFFER(S) THAT ARE SCHEDULED TO EXPIRE ON OR BEFORE DECEMBER 31, 2013 FROM THE ADMINISTRATOR OF THE FEDERAL AVIATION ADMINISTRATION, THE TRANSPORTATION SECURITY ADMINISTRATION, OR THE INDIANA DEPARTMENT OF TRANSPORTATION CONSTITUTING GRANT AGREEMENT BETWEEN THE UNITED STATES OR THE STATE OF INDIANA AND INDIANAPOLIS AIRPORT AUTHORITY INDIANAPOLIS, INDIANA

WHEREAS, the Administrator of the Federal Aviation Administration, the

Transportation Security Administration, or the Indiana Department of Transportation for

and on behalf of the United States or State of Indiana, will extend to the Indianapolis

Airport Authority, Indianapolis, Indiana, formal Offers pursuant to Applications of the

Indianapolis Airport Authority, Indianapolis, Indiana, relating to the development of the

Indianapolis International Airport or other Authority owned facilities; and

WHEREAS, pursuant to and for the purposes of carrying out the provisions of Title

49 United States Code, it is necessary that said Grant Offers be duly and formally accepted

by the Indianapolis Airport Authority, Indianapolis, Indiana, and

WHEREAS, such Offers and such acceptance thereof, duly executed together shall

constitute the Grant Agreements between the Indianapolis Airport Authority, Indianapolis,

Indiana, and the United States or the State of Indiana relating to said airport development

projects;

NOW, THEREFORE, upon consideration of said Offers and all of the terms,

provisions, conditions, and exhibits therein and thereto, BE IT, AND IT IS HEREBY

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RESOLVED BY THE BOARD OF THE INDIANAPOLIS AIRPORT AUTHORITY, INDIANAPOLIS,

INDIANA, AS FOLLOWS:

1. That the Executive Director of the Indianapolis International Airport, Indianapolis, Indiana, or his designee, is authorized to apply for airport development assistance and accept on behalf of the Indianapolis Airport Authority any and all Offers that may be extended to it on or before December 31, 2013 by the Administrator of the Federal Aviation Administration, the Transportation Security Administration, or the Indiana Department of Transportation for and on behalf of the United States or the State of Indiana to be duly executed in its name and for and on its behalf.

2. That Applications executed and submitted to the Federal Aviation

Administration, the Transportation Security Administration, or the Indiana Department of Transportation by the Indianapolis Airport Authority, Indianapolis, Indiana, pursuant to this resolution relating to AIP and Other Projects including all the statements, representations, warranties, covenants and agreements contained therein, be and the same is hereby ratified and adopted.

3. That to accomplish the foregoing, the Executive Director, or his designee,

be and is hereby authorized and directed to execute for and on behalf of the Indianapolis Airport Authority, Indianapolis, Indiana, the said Acceptance of all Offers, and that the Treasurer, or his representative, be and is hereby authorized and directed to attest said execution and to impress thereon the Official Seal of the Indianapolis Airport Authority, Indianapolis, Indiana.

APPROVED this 15th day of March, 2013*

___________________________ Michael W. Wells, President

___________________________

Alfred R. Bennett, Secretary *Signed under authority provided in IAA Board Resolution 10-2009.

CERTIFICATE I, Alfred R. Bennett, the duly elected, qualified, and Secretary of the Indianapolis

Airport Authority, Indianapolis, Indiana, do hereby certify that the foregoing and attached

extract from the Minutes of the Meeting of the Board of the Indianapolis Airport

Authority, Indianapolis, Indiana, held on March 15, 2013 is a true and correct copy of a

Resolution duly adopted on said date and at said meeting; that said Resolution in the

foregoing form was duly entered of record in the original Minutes of the Proceedings of

the Board of the Indianapolis Airport Authority, Indianapolis, Indiana, and is now in full

force and effect.

WITNESS my hand and the Official Seal of the Indianapolis Airport Authority the

15th day of March 2013.

(SEAL) ________________________________



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To: IAA Board of Directors From: Jean Wojtowicz, Finance and Audit Committee Date: March 8, 2013 Board Date: March 15, 2013 Subject: IAA Investment Policy - Amendment Background On September 18, 2009, the IAA Board adopted Resolution 12-2009, an investment policy that detailed the Authority’s permitted investments. These investments are consistent with Indiana Code 5-13-9. On June 18, 2010, the IAA Board adopted Resolution 10-2010, an amended investment policy as a result of an annual review of the policy and the passage of HEA1336 which modified permitted investments under IC 5-13-9. On April 15, 2011, the IAA Board adopted Resolution 8-2011, an amended investment policy as a result of an annual review of the policy. On April 20, 2012, the IAA Board adopted Resolution 1-2012, an amended investment policy as a result of an annual review of the policy and the passage of HEA191 which modified permitted investments under IC 5-13-9. As part of an ongoing review of the Authority’s investment policy, the following change has been recommended by the IAA Treasurer:

The Authority’s policy currently specifies that the Authority may invest up to 5% of its funds in securities that are issued by an issuer who is either unrated or below investment grade. The proposed change in policy would deem the following types of securities as “investment grade” whether or not the issuer purchases a rating: (a) bonds that are secured by lease payments of school corporations payable by the collection of ad valorem property taxes and is further subject to the State Intercept Program (“School Corp Bonds”) and (b) bonds that are secured by a utility that is regulated by the Indiana Utility Regulatory Commission and is required to set rates at a sufficient level to pay debt service (“Municipal Utility Bonds”). This amendment would permit the Authority to invest its funds pursuant to this policy change.

Standard & Poor’s provides a AA-category programmatic rating to Indiana School Corp Bonds, primarily as a result of the State Intercept Program. Due to the oversight provided by IURC and the short-duration of the bonds in which the Authority invests, both the Treasurer and the Committee believe it is prudent to deem Municipal Utility Bonds as investment grade for purposed of this policy

BOARD MEMO - INVESTMENT POLICY

Memo Re: IAA Investment Policy - Amendment


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Current Status As part of the annual review of the investment policy and at the recommendation of the IAA Treasurer, the Finance and Audit Committee recommends the adoption of Resolution 5-2013, which would result in the aforementioned changes. These changes will provide for the ability to (1) increase its expected interest earnings and (2) better diversify the Authority’s investment portfolio without increasing the risk profile of the Authority’s investments. Recommendation The Finance and Audit Committee recommends that the Board adopt Resolution No. 5-2013 amending and replacing the existing Investment Policy effective March 15, 2013.

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RESOLUTION NO. 5-2013 INDIANAPOLIS AIRPORT AUTHORITY INVESTMENT POLICY

WHEREAS, the Indianapolis Airport Authority (“Authority”) is authorized to appoint a Treasurer under Indiana Code section 8-22-3-20; and WHEREAS, Indiana Code section 8-22-3-20 directs the Treasurer to deposit money in accordance with Indiana Code chapter 5-13-6 and allows investments in accordance with Indiana Code chapter 5-13-9; and WHEREAS, the Authority desires to have deposits invested according to an investment policy that will be managed by the Treasurer; and WHEREAS, the Authority is authorized to employ a treasurer under Indiana Code section 8-22-3-20, who shall have all the duties, powers, and responsibilities described therein and in the New Policy (hereinafter defined); and WHEREAS, the Authority previously adopted Resolution No. 1-2012 on April 20, 2012, which adopted the Indianapolis Airport Authority Investment Policy (“Original Policy”); and WHEREAS, the Authority desires to replace the Original Policy with an amended and restated investment policy to reflect changes recommended by the Authority’s Finance and Audit Committee; NOW, THEREFORE, BE IT RESOLVED, that the Authority does hereby:

(1) Adopt the new Indianapolis Airport Authority Investment Policy (“New Policy”), dated March 15, 2013, which is attached hereto as “Attachment I” and incorporated herein by reference.

APPROVED this 15th day of March, 2013, at the regularly convened meeting of

the Board of Directors of the Indianapolis Airport Authority.

INDIANAPOLIS AIRPORT AUTHORITY* By:_________________________________ Michael W. Wells, President Attest:______________________________ Alfred R. Bennett, Secretary *Signed under authority of IAA Board Resolution 10-2009

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CERTIFICATE OF AUTHENTICITY I, Alfred R. Bennett, Secretary of the Indianapolis Airport Authority Board of Directors, hereby certify that the foregoing is a true and correct copy of Resolution No. 5-2013 adopted by the Indianapolis Airport Authority Board on the 15th day of March, 2013. ____________________________________


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Indianapolis Airport Authority Investment Policy

1.0 Policy: It is the policy of the Indianapolis Airport Authority (“Authority”) to invest public funds in a manner which will provide the highest investment return with the maximum security while meeting the daily cash flow demands of the Authority and conforming to all state/local statutes governing the investment of public funds. In general, Authority investments must comply with IC 5-13-9 and Indiana Statute overrides any conflicting information in this policy.

2.0 Scope: This Investment Policy Statement applies to the investment of all public funds by the Treasurer of the Authority or any designated representative thereof. These funds are accounted for in the Authority Comprehensive Annual Financial Report and include:

1. Unrestricted balances 2. Restricted balances

3.0 Prudence: Investments shall be made with judgment and care—under circumstances then prevailing—which persons of prudence, discretion and intelligence acting in a similar capacity exercise in the management of funds for a similar type organization.

4.0 Objective: The primary objectives, in priority order, of the Authority investment activities shall be:

1. Preservation of assets 2. Liquidity 3. Yield

4.1 Safety: Safety of principal is the foremost objective of the investment program. Investments of the Authority shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. 4.2 Liquidity: The Authority investment portfolio will remain sufficiently liquid to enable the Authority to meet all operating requirements which might be reasonably anticipated. 4.3 Return on Investments: The Authority investment portfolio shall be designed with the objective of attaining a rate of return throughout budgetary and economic cycles, commensurate with the Authority investment risk constraints and the cash flow characteristics of the portfolio.

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5.0 Delegation of Authority: The Authority shall manage the Authority’s investments per IC 8-22-3-20 and IC 5-13-9. Management shall be responsible for all transactions undertaken and shall establish a system of controls to regulate the activities of subordinate officials, including those identified below. Responsibility for the investment program is hereby delegated to:

1. Authority Board-Appointed Treasurer 2. Authority Board-Appointed Assistant Treasurer

6.0 Ethics and Conflicts of Interest: The Authority’s officers and employees involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions.

7.0 Authorized Financial Dealers and Institutions: No public deposit shall be made except in a qualified public depository as established by state laws. The Treasurer will maintain a list of such qualified institutions. Prior to making an initial deposit with a qualified institution, the Treasurer will obtain the institution’s most recent Tier 1 risked-base capital ratio report. The Authority will not make an initial deposit with an institution whose Tier 1 risked-based capital ratio is less than 6%. The Treasurer also will maintain a list of financial institutions authorized to provide investment services and a list of approved security broker/dealers selected by credit worthiness who are authorized to provide investment services in the State of Indiana. These may include primary dealers or regional dealers that qualify under Securities & Exchange Commission Rule 15C3-1 (uniform net capital rule). All financial institutions and broker/dealers who desire to become qualified bidders for investment transactions must supply the Treasurer with the following: proof of National Association of Security Dealers certification, proof of state registration, and certification of having read entity’s investment policy and depository contracts.

An annual review of qualified firms will be conducted by the Treasurer. A current audited financial statement is required to be on file for each financial institution and broker/dealer with which the Authority invests funds. The Treasurer will obtain Tier 1 risk-based capital ratio reports from all depositories with whom the Authority has deposits no less than quarterly. The Treasurer will report to the Authority’s Finance and Audit Committee if any institution’s ratio falls below 6%.

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8.0 Authorized & Suitable Investments: The Authority is empowered by statute to enter into the following types of investments per IC 5-13-9.

8.1 Securities: The Authority is empowered by statute to invest funds per IC 5-13-9 in the following types of securities:

(1) Securities backed by the full faith and credit of the United States Treasury or fully guaranteed by the United States and issued by any of the following: (A) The United States Treasury. (B) A federal agency. (C) A federal instrumentality. (D) A federal government sponsored enterprise. (2) Securities fully guaranteed and issued by any of the following: (A) A federal agency. (B) A federal instrumentality. (C) A federal government sponsored enterprise. (D) International Bank for Reconstruction and Redevelopment. (E) African Development Bank. (3) Investments commonly known as money market mutual funds that are in the

form of securities of or interests in an open-end, no-load, management-type investment company or investment trust registered under the provisions of the federal Investment Company Act of 1940, as amended (15 U.S.C. 80a et seq.).

(A) Such investments may not exceed fifty percent (50%) of the funds held by the Authority and available for investment. (B) Such investments shall be made through depositories designated by the State Board of Depositories as depositories for state deposits under IC 5-13-9.5. (C) The portfolio of such investments must be limited to the following:

(1) Direct obligations of the United States. (2) Obligations issued by any of the following: (a) A federal agency. (b) A federal instrumentality. (c) A federal government sponsored enterprise. (3) Repurchase agreements fully collateralized by obligations described in subdivision (1) or (2).

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(D) the form of securities in such investments must be rated either:

(1) AAAm, or its equivalent, by Standard and Poor's Corporation or its successor. (2) Aaa, or its equivalent, by Moody's Investors Service, Inc. or its successor.

(4) Funds may be invested in deposit accounts offered by a designated

depository approved by the State Board of Depositories, or fully collateralized repurchase or resale agreements with such approved depositories. (IC 5-13-4-7)

(5) Municipal securities issued by an Indiana local governmental entity, a quasi-

governmental entity related to the state, or a unit of government, municipal corporation, or special taxing district in Indiana, if the issuer has not defaulted on any of the issuer's obligations within the twenty (20) years preceding the date of the purchase.

8.2(a) Certificates of Deposit: Per IC 5-13-9-4, the investing officer making a deposit in a certificate of deposit shall obtain quotes of the specific rates of interest for the term of that certificate of deposit that each designated depository (any financial institution designated by the State Board of Depositories as depositories for state funds per IC 5-13-9.5) will pay on the certificate of deposit. Quotes may be solicited and taken by telephone. A memorandum of all quotes solicited and taken shall be retained by the investing officer as a public record of the political subdivision under IC 5-14-3. A deposit made under this subsection shall be placed in the designated depository quoting the highest rate of interest. If more than one (1) depository submits a quote of the highest interest rate quoted for the investment, the deposit may be placed in any or all of the designated depositories quoting the highest rate in the amount or amounts determined by the investing officer, in the investing officer's discretion. If all of the designated depositories of a political subdivision decline to issue or receive any deposit account, or to issue or receive the deposit account at a rate of interest equal to the highest rate being offered other investors, investments may be made in the deposit accounts of any financial institution designated for state deposits as a depository by the State Board of Depositories under IC 5-13-9.5.

8.2(b) Syndicated Certificates of Deposit: Per IC 5-13-9-5.3, the investing officer may invest funds in a syndicated certificate of deposit if (1) the investing officer initially invests funds with an approved depository, (2) the depository arranges for deposit of the funds in one or more federally insured financial institutions, (3) the full amount of funds on deposit with each financial institution is insured by a federal deposit insurance agency, (4) the depository acts as

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custodian of the funds, and (5) the depository receives an amount of insured deposits at least equal to the amount of funds invested by the investing officer.

8.3 Repurchase Agreements: Repurchase agreements, including standing repurchase agreements, commonly known as sweep accounts, must be with depositories designated by the State Board of Depositories as depositories for state funds per IC 5-13-9.5. A repurchase agreement may only be for securities which are issued or fully insured or guaranteed by the United States, a United States government agency, an instrumentality of the United States, or a federal sponsored enterprise. The depository shall determine daily that the repurchase agreements are fully collateralized base on the market value of securities, and the depository shall deliver additional securities to make the agreement collateralized to the required level. .

8.4 Forward Purchase Agreements: The Authority may enter into agreements to purchase securities at a fixed rate or indexed rate over a contractual period not to exceed (30) thirty-years, forward purchase agreements (“FPAs”). The Authority may only agree to receive securities specified in sections 8.1(1) and 8.1(2) of this policy under an FPA. Such securities must mature no later than five (5) years after the delivery date of said securities to the Authority.

8.5 Securities Lending: The Authority is authorized by IC 5-13-9-3.5(c) to lend securities provided that such an agreement is collateralized by either cash or interest bearing obligations that are issued by, fully insured by, or guaranteed by the United States, an agency of the United States government, a federal instrumentality, or a federal government sponsored enterprise in excess of the total market value of the loaned securities. Notwithstanding section 8.5, the Treasurer shall notify the Authority’s Finance and Audit Committee (as established by the Authority Board) prior to engaging in any securities lending. 8.6 Joint Investment Funds and Investment Pools: The Authority may invest in a joint investment fund with one or more political subdivisions located within the county by entering into a written master agreement that defines the rights and obligations of the participating political subdivisions per IC 5-13-9-10. The Authority must have the investing officer serve on the administering board of the fund. The administrator of the investment fund must be registered as an investment adviser with the United States Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended (15 U.S.C. 80a-9 et seq.), with public funds under management in the amount of at least one hundred million dollars ($100,000,000). The Authority may invest in a local government investment pool established within the office of the treasurer of state per IC 5-13-9-11 and administered by the treasurer of state or another local government investment pool established under IC 36-1-7.

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8.7 Other Investments: The Authority is authorized to make any other investment permitted by IC 5-13-9. Notwithstanding section 8.7, the Treasurer shall notify the Authority’s Finance and Audit Committee prior to investing in any investment not specifically allowed in sections 8.1, 8.2, 8.3, 8.4, or 8.6.

9.0 Safekeeping and Custody: All security transactions, including collateral for repurchase agreements, entered into by the Authority shall be conducted either (1) on a delivery-versus-payment (DVP) basis or (2) on a cash basis with an approved broker-dealer. Securities purchased on a DVP basis will be held by a third party custodian designated by the Treasurer and evidenced by a monthly statement. Securities purchased on a cash basis will be held in a safekeeping account with the approved broker-dealer and evidenced by a monthly statement.

10.0 Diversification: Maturities shall be time diversified over a schedule determined by known liabilities and/or to achieve a target duration or weighted average maturity for the portfolio based on the judgment of the Treasurer. The Authority may invest available deposits subject to the following restrictions: Security Percent of Portfolio Eligible Deposit Accounts 100% U.S. Treasuries 100% Government Agencies 100% Government Sponsored Enterprises 100% No more than 50% in a single GSE Money Market Mutual Funds 50% No more than 25% in a single fund Certificates of Deposit 25% Repurchase Agreements 100% Forward Purchase Agreements 50% Investment Pools 25% Municipal Securities 100% No more than 15% in a single issuer No more than 5% aggregately with:

(1) issuers that are unrated or (2) issuers that are rated below investment grade

For purposes of this policy, the following bonds, if not rated, shall be deemed investment grade: (a) bonds that are secured by lease payments of school corporations payable by the collection of ad valorem property taxes and is further subject to the State Intercept Program and (b) bonds that are secured by a utility that is regulated by the Indiana Utility Regulatory Commission and is required to set rates at a sufficient level to pay debt service.

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11.0 Maximum Maturities: To the extent possible, the Authority will attempt to match its investments with anticipated cash flow requirements. The Authority will not directly invest in securities maturing more than five (5) years from the date of purchase per IC 5-13-9-5.6 and IC 5-13-9-5.7. However, no more than twenty-five percent (25%) of the Authority’s funds shall be invested in securities that mature more than two years from the date of purchase.

12.0 Reporting and Record Keeping: The Treasurer or the highest ranking Authority staff person acting in a Treasury capacity shall provide quarterly investment reports which provide a clear picture of the status of the current investment portfolio. The management report should include investment performance, comments on the fixed income markets and economic conditions, compliance issues, possible changes in the portfolio structure and thoughts on investment strategies.

Schedules in the quarterly report should include the following:

1. A listing of individual securities held at the end of the reporting period 2. Average life and final maturity of all investments 3. Coupon, discount or earnings rate 4. Par value, Amortized Book Value and Market Value 5. Percentage of the Portfolio represented by each investment category

The Authority shall keep thorough records of all investment activity, including monthly interest reports, trade data, and account statements and maintain such records in accordance with Indiana records retention requirements. The Treasurer shall submit an annual investment report to the Marion County Board of Finance per IC 5-13-7-7. 13.0 Definitions Government Agency is an institution established by and controlled by the Federal Government of the United States. Examples of an agencies are: the Tennessee Valley Authority, Government National Mortgage Association (Ginnie Mae), Small Business Administration, and United States Agency for International Development. Government Instrumentality is, for purposes of this policy, the same as a Government Sponsored Enterprise.

8

Government Sponsored Enterprise is a privately held corporation with public purposes created by the U.S. Congress to reduce the cost of capital for certain borrowing sectors of the economy. Examples of GSEs for purposes of this policy include: Federal Home Loan Bank, Federal Home Loan Mortgage Corporation (Freddie Mac), Federal National Mortgage Association (Fannie Mae), Federal Agricultural Mortgage Corporation (Farmer Mac), Federal Farm Credit Bank, and the Resolution Funding Corporation.

14.0 Expiration of Policy: This policy shall have an initial expiration of December 31, 2015. The Board may extend this policy for a term not exceeding four years from the date of adoption. 15.0 Policy Approval/Revision History: Adopted: September 18, 2009 Amended: June 18, 2010 Amended: April 15, 2011 Amended: April 20, 2012

This Investment Policy for the Indianapolis Airport Authority has been approved by the Authority’s Board of Directors and is effective as of the 15th of March 2013. Signed: ____________________________ Jeremiah Wise, Treasurer

General Agenda March 15, 2013 Page 1 of 2

IAA Board Meeting

General Agenda March 15, 2013

A) General Business

BP2013-03-1

Consider for approval the acquisition of the Airbus 310 as a donation from Fed Ex and the return of a Boeing 727 for disposal

BP2013-03-2 Consider for approval the termination of the existing FTZ Landowner Agreement with Dartmouth Investments and simultaneously execute the new FTZ Landowner Agreement with FGD Park 100, LLC

B) Capital Program BP2013-03-3 Consider for approval the Computer, Server and Equipment

Refresh Project in an amount not-to-exceed $769,000.00. MBE 12.6% (Phelco Technologies, Inc. – 5.9% and RCR Technologies – 6.7%) and WBE 15.0% (Sensory Technologies)

BP2013-03-4

Consider for approval the issuance of a purchase order to HGAC for two (2) shuttle buses in a not-to-exceed amount of $640,583.96

BP2013-03-5

Consider for approval Plans and Specifications for Bid Package I-13-025-A – Rehabilitate Airport Roads 2013 – North Access Road at Indianapolis International Airport, as prepared by Durham Engineering, Inc., and authorize the public bidding process

BP2013-03-6

Consider for approval Change Order No. 1 with Rieth-Riley Construction Company, Inc. for Rehabilitate Taxiway “B” Phase 1A, Project # I-12-001, in an amount not-to-exceed $30,570.86. MBE 6.24% (Eastside Trucking, Inc.) and WBE 11.61% (White Security, Inc.)

BP2013-03-7

Consider for approval an award of contract for CIP/Project # I-13-026, Demolition of Old Terminal and Associated Structures, to Veit & Company, Inc. in an amount not-to-exceed $3,872,008.00 plus a 3% construction reserve of $116,160.00 for a total of $3,988,168.00. Veit & Company, Inc. was the lowest responsive and responsible bidder. XBE Participation for the Base Bid, Alternate 1 and Alternate 2 is: MBE 8.25% (Midwest Environmental Services, Inc., GLS, Inc., and Ward Trucking Company), WBE 21.76% (Rhino Trucking, Nelson Oil Company,

General Agenda March 15, 2013 Page 2 of 2

and Leader Corporation of Indiana), and VBE 2.32% (Argo Consulting Engineers). XBE participation for the allowances, if used, is: MBE 3.17% (GLS, Inc. and Ward Trucking Company), WBE 0%, and VBE 0%

BP2013-03-8 Consider for approval an amendment to the professional services

contract with DLZ Indiana, LLC for Construction Phase Engineering Services for Demolition of Old Terminal and Associated Structures in an amount not-to-exceed $94,481.00 (fees) and $8,019.00 (expenses) for a total not-to-exceed amount of $102,500.00. MBE 87.09% (DLZ Indiana, LLC), WBE 12.91% (Enginuity Engineering + Management Corporation, DB Engineering, Inc.), and VBE 0.00%

BP2013-03-9 Consider for approval a professional services contract with

Harmon Construction, Inc. for Construction Management Services for Demolition of Old Terminal and Associated Structures, Project # I-13-026, in amount not-to-exceed $401,942.00 (fees) and $9,718.00 (expenses) for a total not-to-exceed amount of $411,660.00. MBE 91.64% (Harmon Construction, Inc., Shrewsberry & Associates, LLC), WBE 8.36% (The Hoosier Company), and VBE 24.91% (Shrewsberry & Associates, LLC)

C) Real Estate BP2013-03-10

The purchase of property per the attached schedule

BP2013-03-1

Page 1 of 1

To: IAA Board of Directors From: Mike Medvescek, Sr. Director of Operations Date: February 20, 2013 Board Date: March 15, 2013 Subject: Acquisition of Airbus 310 from Fed Ex Express

Background The Airport Fire Department is seeking to replace a Boeing 727 aircraft with an Airbus 310 through a donation by Fed Ex. The aircraft is used for training in many facets including; fire and rescue, de-icing, explosives detection, and emergency response team training. Over the course of its life at IND, the 727 has welcomed thousands of fire fighters, police officers, medical responders, and even a robot, for a very hands-on approach to aircraft related training. The existing aircraft has been in place for over 10 years and has required considerable more maintenance just to keep it functional for training. In addition, the 727 is an older model aircraft rarely used in the passenger airline industry. Components on the Boeing 727 aircraft are obsolete for today’s modern commercial aircraft therefore the training benefit has become obsolete.

Facts Fed Ex has agreed to dispose of the Boeing727 at no cost to the airport. The Airbus 310 is a larger aircraft with a wingspan of 144’ versus 108’ for the Boeing 727. The length of the Airbus is 153’, the same as the 727. The height is 51’10” compared to 34’. An FAA 7460 Obstruction study was completed and will allow the Airbus to be parked in the same general vicinity as the 727. Parking the aircraft in this location is ideal as both fire stations can train and remain within FAA response times while training. Summary Replacing the Boeing 727 with an Airbus 310 will allow for continued quality training with non-revenue generating aircraft. Training in this manner precludes potential damage to front line aircraft and still allows for very realistic training to many departments. This training has fostered relations with other public safety agencies over the years and garnered valuable lessons for many.

Recommendation The IAA staff has reviewed this project and recommends that the Board consider for approval the acquisition of the Airbus 310 as a donation from Fed Ex and the return of a Boeing 727 for disposal.

BOARD MEMO – AIRCRAFT ACQUISITION

of 1

BP2013-03-2 To: IAA Board of Directors From: Robert A. Duncan, Executive Director Date: February 12, 2013 Board Date: March 15, 2013 Subject: Foreign-Trade Zone (FTZ) Landowner Agreement Background The Authority entered into a FTZ Landowner Agreement with Dartmouth Investments on December 2, 2005. This Agreement allows Foreign-Trade Zone designation to occur on private property. Dartmouth Investments subsequently sold the property to FGD Park 100, LLC on December 27, 2012. This particular property is commonly referred to as Building #71, located at 5220-5250 West 76th Street, Indianapolis, IN 46268, on 9.06 acres of land.

On January 22, 2013, the GIFTZ Board approved the recommendation to terminate the Landowner Agreement with Dartmouth and execute a new Landowner Agreement with FGD Park 100, LLC, for this site.

Scope Terminate the existing FTZ Landowner Agreement with Dartmouth Investments and execute a new FTZ Landowner Agreement with FGD Park 100. The new FTZ Landowner Agreement consists of a twenty (20) year term.

Schedule March 15, 2013: Termination of the existing FTZ Landowner Agreement with

Dartmouth Investments. March 15, 2013: Execution of a FTZ Landowner Agreement with FGD Park 100, LLC.

Revenue and/or Operating Cost Implications No revenue will be generated by this Agreement since all property designation fees were satisfied by original landowner.

Supplier Diversity Participation Not applicable.

Recommendation IAA Staff recommends the Authority terminate the existing FTZ Landowner Agreement with Dartmouth Investments and simultaneously execute the new FTZ Landowner Agreement with FGD Park 100, LLC.

BOARD MEMO – FTZ LANDOWNER AGREEMENT

BP2013-03-3

Page 1 of 3

To: IAA Board of Directors From: Joe Miller, Interim Director of IT Date: March 1, 2013 Board Date: March 15, 2013 Subject: Computer, Server and Equipment Refresh Project 2013, Project # I-13-009 Background The Indianapolis Airport Authority (IAA) owns approximately 500 computers and over 100 servers which allow the IAA to conduct business operations on a day to day basis. The current process refreshes the desktop hardware, i.e. pcs, laptops and mobile data terminals (MDTs), every 4 years and refreshes IAA’s server hardware every 5 years. Gartner, the leading IT Research and consulting firm, has reported that its research has shown that refreshing every 3 years yields maximum efficiency on total cost of ownership, however the IAA procures extended warranties on these machines and, coupled with the low failure rate in the 4th year, allows this cycle to be extended to a four year refresh, which saves the Authority money. This strategy also defers the Authority from needing additional headcount related to machine repair. This refresh plan is consistent with the KSMC recommendations and approved plans for 2013. This project is being put forward earlier in 2013 than normal, i.e. March instead of August in order to take maintain the aggressive IT project schedule and to take advantage of the refreshed server infrastructure which will provide added power savings and cooling benefits by virtualizing a large portion of the environment. This project was approved for board presentation by Senior Staff on March 4, 2013. Scope This project is for hardware procurement to refresh existing hardware that has become obsolete or has reached the end of its useful life.

Board Memo – Project Authorization

Memo Re: Computer, Server and Equipment Refresh Project

BP2013-03-03

Page 2 of 3

Budget This year’s refresh project contains a request for the following items:

Computer, Server, and Equipment Refresh

20 Staff PCs $ 12,300 16 Laptops 16,900 Security Servers and Infrastructure 173,000 Airport Servers and Infrastructure 348,000 EVIDS and Gate Hold Monitors 36,200 AOC Video Wall Replacement 105,000 Accessories 8,700 Contingency 69,900 Total Gross Costs $ 769,000 Less: Storage Buyback (37,800) Net Costs (including Contingency) $ 731,200 The contract total for $769,000.00 (fees) is in excess of the approved project budget by $83,950. This is due to the pull forward of the AOC Video wall Replacement (2014 for $100K) and the Security System Refresh (2014 – $425K) both of which have been pulled forward from the 2014 Computer, Server and Equipment Refresh capital project, based on their savings impact to the Authority as documented in the KSMC IT review. The Authority staff recommends pulling the costs up from the 2014 PC, Server and Equipment refresh project budget and reducing the budget of that project by $591,500 to reflect the updated strategy. The Authority also has the opportunity to participate in a buyback program for some of the Storage Area Network equipment. This will allow us to offset a minimum of $37,800 in costs, the exact amount to be determined through the public sealed bid process. Funding for this project is anticipated to be 100% Airport cash funding. The project is being undertaken to maintain existing infrastructure and follows the KSMC recommendations and timing to maximize the cost savings and value to the Authority. The security and AOC video wall projects are being pulled forward due to their operational cost savings in support, power, cooling and the additional operational benefits provided by the new solutions. The AOC video wall portion has an internal rate of return of 27.9% and the security equipment portion has and internal rate of return of 45.0% both of which exceed the IAA’s hurdle rate of 12.5%. Equipment selections for this project are on the State Quantity Purchasing Agreement (QPA) contract with Dell, Inc. For the items not on the QPA, the equipment was competitively sourced. The Video Wall Replacement will be completed as part of the existing contract maintenance with Sensory Technologies due to its integration with other systems currently supported by Sensory.

Memo Re: Computer, Server and Equipment Refresh Project

BP2013-03-03

Page 3 of 3

The proposed budget for this project exceeds the originally planned 2013 amount of $685,050 by $83,950, however the net cost between 2013 and 2014 has an anticipated net decrease of approximately $500,000 by moving a portion of the 2014 project into 2013.

Original Budget

Proposed Budget

Net Incr (Decr) in

Costs2013 685,050$ 769,572$ 84,522$ 2014 1,054,000 462,500 (591,500)

Total Costs 1,739,050$ 1,232,072$ (506,978)$

Schedule The term of this project is to procure and deploy the Server infrastructure, both airport and security, by May, with migrations completed by June. The end user portion of the refresh will take place as normal in the August/September time frame. Supplier Diversity Participation The Director of Supplier Diversity has approved the following: FIRM AMOUNT % MBE WBE MBE WBE Phelco Technologies, Inc. $41,263 $0 5.9 0.0 RCR Technologies $46,502 $0 6.7 0.0 Sensory Technologies $0 $104,930 0.0 15.0 Totals $87,765 $104,930 12.6 15.0 Recommendation The IAA staff has reviewed the proposal and recommends that the Board consider for approval the Computer, Server and Equipment Refresh Project in an amount not-to-exceed $769,000.00. MBE 12.6% (Phelco Technologies, Inc. – 5.9% and RCR Technologies – 6.7%) and WBE 15.0% (Sensory Technologies).

BP2013-03-4

Page 1 of 2

BOARD MEMO – BUS PURCHASE

To: IAA Board of Directors

From: Michael Huber, Sr. Director of Commercial Enterprise

Date: March 1, 2013

Board Date: March 15, 2013

Subject: Award of Bid to HGAC for Shuttle Bus Purchase (I-13-013)

Background The Authority has engaged a parking consultant to evaluate the parking operations, including the bus fleet. As part of this evaluation process, the consultant has recommended that the Authority purchase two (2) new full-size passenger shuttle buses.

In 2012, the Authority entered into an interlocal agreement with the Houston-Galveston Area Council (HGAC) Cooperative Purchasing Program that allows the Authority to purchase certain equipment directly through HGAC. HGAC bids certain equipment, including shuttle buses, in accordance with Indiana governmental procurement standards. The buses that the Authority plans on purchasing through HGAC were approved through a competitive bid process conducted by HGAC.

The quoted amount for the buses is $320,291.98 per bus, for a total of $640,583.96.

Scope This project is for the replacement of two (2) passenger shuttle buses for the parking operation.

Budget The project was included in the 2013 capital budget phased between 2012 and 2013 at a total cost of $2.5 million. This is the first purchase against the Parking Surface Lot Transportation Project (I-13-013). The project is anticipated to be funded 100% from Authority cash. With this purchase the project spend / budget to date are as follows:

2012 2013 Project TotalOriginal Budget 750,000$ 1,750,000$ 2,500,000$

Spend:3/2013: 2 Shuttle Buses purchased 640,584$ 640,584$

Net Budget Remaining 750,000$ 1,109,416$ 1,859,416$

Re: Award of Bid to HGAC for Shuttle Bus Purchase

BP2013-03-4 Page 2 of 2

This project is being undertaken as part of a broader program to enhance the parking operations at the airport and improve the net margin provided from the parking operation. Aggregately, these improvements are expected to provide a financial return that exceeds the Authority’s 12.5% internal rate of return threshold under the Hurdle Rate Policy. Schedule Upon notice to proceed, delivery of the completed buses is expected within twelve (12) months. Supplier Diversity Participation The Director of Supplier Diversity has determined that due to the single source procurement of the buses, there are no diverse vendors that will participate on this contract. MBE 0%, WBE 0% and VOB 0%.

Recommendation The IAA staff recommends that the Board consider for approval the issuance of a purchase order to HGAC for two (2) shuttle buses in a not-to-exceed amount of $640,583.96.

BP2013-03-5

Page 1 of 3

To: IAA Board of Directors From: Susan J.H. Zellers, P.E., Deputy Director of Planning & Development Date: February 27, 2013 Board Date: March 15, 2013 Subject: Approval of Plans and Specifications for Bid Package I-13-025-A – Rehabilitate Airport Roads 2013 – North Access Road at Indianapolis

International Airport, and Authorize the Public Bidding Process Background The Indianapolis Airport Authority (IAA) owns approximately twenty-three (23) miles of non-airfield roadways. More than fifty percent (50%) were constructed before 1990. During 2011, a pavement evaluation and management plan was prepared for the IAA to use as a tool to cost effectively manage the roadway pavements over the coming years. North Access Road was identified as a priority segment for rehabilitation. North Access Road provides the access for all deliveries to the terminal as well as access to the rental car quick turn around (QTA) and Firehouse #1. North Access Road was originally programmed for rehabilitation in 2012. However, during design it was identified that the appropriate long-term fix of North Access Road is full depth reconstruction, rather than an overlay due to lack of strength in the base for the current traffic. To maximize the useful life, the reconstruction of North Access Road was deferred to 2013 prior to bidding the 2012 project and the funding for North Access Road was moved from 2012 to 2013 in the 2013 approved Capital Budget. The team lead by Durham Engineering, Inc. (MBE) was selected for this project in 2011 from Statement of Qualifications. An initial contract with Durham Engineering was executed by the Executive Director on June 6, 2011 for the roadway pavement evaluation and management plan as part of the initial design phase. A second contract with Durham Engineering was approved by the Board on February 17, 2012 for the balance of the engineering services for the 2012 road project. An amendment to the second design contract was approved by the Board on November 16, 2012 for the projects deferred to 2013, the rehabilitation of North Access Road and the repackaging of the High School Road segment into the storm water project. The North Access Road reconstruction project was approved for implementation by the Senior Management Team on January 7, 2013.

BOARD MEMO – PLANS & SPECIFICATIONS APPROVAL

Memo Re: Plans and Specs Approval Request

BP2013-03-5 Page 2 of 3

Scope The scope of this project is full depth reconstruction of 4,100 linear feet of North Access Road as shown on the attached exhibit. The project also includes the maintenance of traffic via a temporary traffic signal to allow one lane to serve traffic in both directions on North Access Road while the other lane is being reconstructed. Budget Total construction package is estimated between $500,000 and $1 million. The range is established per Federal Acquisition Regulation Subpart 36.2. Funding for this project is 100% Airport cash funding and is within the approved 2013 Capital Budget of $1,934,560. North Access Road is one of three projects within the 2013 road project. The project is being undertaken to repair existing infrastructure that is integral to the continued operation of the airport. Because of the critical nature of this project, it has not been subjected to an internal rate of return calculation. Schedule Advertisement of Opportunity to Bid: March 19, 2013 and March 26, 2013 Pre-Bid Meeting: March 28, 2013 2:30 p.m. Building 60, Conference Room 1 Bid Opening: April 18, 2013 2:30 p.m. Building 60, Conference Room 1

Est. Bid Award: May 17, 2013

Contract award anticipated May 2013 and the substantial completion date is expected to be September 2013.

Supplier Diversity Participation The Director of Supplier Diversity established the following MBE/WBE/VBE participation goals: MBE 18%, WBE 5%, and VBE 2%

Recommendation The IAA staff has reviewed the bid documents and recommends that the Board consider for approval Plans and Specifications for Bid Package I-13-025-A – Rehabilitate Airport Roads 2013 – North Access Road at Indianapolis International Airport, as prepared by Durham Engineering, Inc., and authorize the public bidding process.

Memo Re: Plans and Specs Approval Request

BP2013-03-5 Page 3 of 3

BP2013-03-6

Page 1 of 4

To: IAA Board of Directors From: Susan J.H. Zellers, P.E., Deputy Director of Planning & Development Date: February 27, 2013 Board Date: March 15, 2013 Subject: Change Order # 1 with Rieth-Riley Construction Company, Inc. for

Rehabilitate Taxiway “B” Phase 1A, Project # I-12-001 Background Taxiway “B” is the south parallel taxiway to Runway 5L-23R at Indianapolis International Airport (IND) and serves the north side of the terminal ramp as shown on the attached exhibit. Taxiway “B” was constructed in phases between 1996 and 2005. Signs of premature pavement distress prompted the Indianapolis Airport Authority (IAA) to initiate rehabilitation of the taxiway. Based on the relatively young age of the pavement, the Federal Aviation Administration (FAA) has requested further analyses of the cause of the distress before considering grant funding for the rehabilitation. To keep Taxiway B in operating condition, the Indianapolis Airport Authority (IAA) conducted a repairs project on Taxiway B in 2012 as part of Phase IA. Phase 1A includes the 2012 repairs with Airport cash and the design of the more extensive future rehabilitation 75% funded with a 2011 grant. The Phase IA repairs were approved for implementation by the Senior Management Team on July 2, 2012. On June 15, 2012, the Board approved plans and specifications for CIP/Project # I-12-001, Rehabilitate Taxiway “B” Phase 1A and authorized the public bidding process. Bids were received on July 19, 2012 and the Board awarded the construction contract to Rieth-Riley Construction Company, Inc. on August 17, 2012. Change Order Summary Contract changes fall under one (1) of three (3) categories: Errors/Omissions, Unforeseen Conditions, or additional Owner requested scope. This final and balancing change order is due to unforeseen conditions and Owner requested scope. The unforeseen conditions were additional areas needing repair appearing between design and construction start. Undistributed quantities were identified in the bid documents to cover additional areas for repair; however, the amount of new areas for repair exceeded the predetermined quantities. This additional quantity of repairs was added at bid prices. The Owner requested scope was driven by weather and also allowed the

BOARD MEMO – CHANGE ORDER

Memo Re: Rieth-Riley Construction Company, Inc. – Amendment

BP2013-03-6 Page 2 of 4

repairs to be completed prior to the 2012 Part 139 inspection. The precipitation and temperatures during the fall construction were not conducive to applying the concrete patch material (Del-Patch) identified in the plans and specifications. IAA staff made the determination to substitute hot mix asphalt (HMA) for the prescribed Del-Patch material in smaller patching areas, ultimately driving up the quantities of HMA intermediate and surface materials. The IAA took delivery of the Del-Patch material, acquired by the contractor prior to changing to HMA, at substantial completion to make it available for IAA staff to replace the asphalt patches if needed in the future or to use the material to make repairs to other IAA assets. Revised Construction Contract Amount Original Construction Contract Amount $ 98,586.50 Previous Change Orders $ 0 Current Change Order $ 30,570.86 (31.01%) New Construction Contract Total $129,157.36

Project Costs Repair Design* $ 20,852.62 Rehabilitation Design $362,987.00 Construction Contract Amount $129,157.36 Total Project Cost $512,996.98 *The rehabilitation design contract with Hanson Professional Services, Inc. (Hanson) was amended to include the scope of the repair design without increasing the fee at this time. Only the initial design (investigation phase) of the original contract has been completed pending further investigation and FAA coordination. It is anticipated a future amendment to the Hanson contract may be needed once the cause and FAA approved resolution is identified. The project costs for Phase IA as incurred or under contract are within the anticipated spend for Phase IA of $567,000 as identified when the construction contract was awarded to Rieth-Riley on August 17, 2012. Schedule Contract work for Phase 1A was substantially complete November 9, 2012 in order to reopen Taxiway B prior to FAA Part 139 inspection. The IAA reviewed and negotiated final quantities after receiving the quantities from the contractor.


BP2013-03-6 Page 3 of 4

Supplier Diversity Participation If the change order is approved by the Board, the XBE participation on this project will be affected in the following way:

Recommendation The IAA staff has reviewed the Change Order and recommends that the Board consider for approval Change Order No. 1 with Rieth-Riley Construction Company, Inc. for Rehabilitate Taxiway “B” Phase 1A, Project # I-12-001, in an amount not-to-exceed $30,570.86. MBE 6.24% (Eastside Trucking, Inc.) and WBE 11.61% (White Security, Inc.)

FIRM CLASSIFICATION ORIGINAL AMOUNT

ORIGINAL %

AFTER CO AMOUNT

AFTER CO %

White Security, Inc.

WBE $15,000 15.22% $15,000 11.61%

Eastside Trucking, Inc.

MBE $8,065 8.18% $8,065 6.24%

Totals WBE $15,000 15.22% $15,000 11.61% MBE $8,065 8.18% $8,065 6.24%


BP2013-03-6 Page 4 of 4

BP2013-03-7

Page 1 of 4

To: IAA Board of Directors

From: Susan J.H. Zellers, P.E., Deputy Director of Planning & Development

Date: February 27, 2013

Board Date: March 15, 2013

Subject: Award of CIP/Project # I-13-026, Demolition of Old Terminal and

Associated Structures, to Veit & Company, Inc. Background The terminal facilities on the east side of the Indianapolis International Airport (“Old Terminal”) have been vacant since the new Midfield Terminal opened in 2008. The Demolition of Old Terminal and Associated Structures project will remove the existing terminal, concourses, administration building, and elevated roadways, including all subsurface structures, and perform all required environmental abatement/remediation to ready the site for new development by the end of 2013. The Old Terminal site offers several advantageous features such as convenient airside and landside access, but discussion about potential development identified that a “blank slate” approach would substantially increase the area’s marketability. The project is in the approved 2013 Capital Budget as a multi-year project. It was accelerated to a one (1) year project to improve the marketability of the site. On November 12, 2012, this project was approved for implementation by the Senior Management Team as a one year project. On January 18, 2013, the Board approved plans and specifications for CIP/Project #I-13-026, Demolition of Old Terminal and Associated Structures, and authorized the public bidding process. On February 21, 2013, the IAA staff received thirteen (13) bids. The project contained a Base Bid and two (2) alternate bid items. Alternates 1 and 2 are for the complete removal of the basements under concourses “C” and “D”. The IAA received favorable bids, so it is recommended that Alternates 1 and 2 be accepted. The bids received for this combination of Base Bid, Alternate 1 and Alternate 2 ranged from $3,481,450.00 to $9,716.116.00. Subsequent to receipt of bids, the apparent low bidder identified a substantial math error in their bid and requested to withdraw their bid. The Indianapolis Airport Authority (IAA) accepted the request on Thursday, February 27, 2013.

BOARD MEMORANDUM – BID AWARD

Memo Re: Award of contract for Demolition of Old Terminal

BP2013-03-7 Page 2 of 4

Therefore, the resulting lowest responsive and responsible bidder was Veit & Company, Inc. in the amount of $3,872,008.00 for the combination of Base Bid, Alternate 1 and Alternate 2. In addition to the contract amount, the IAA is requesting a construction reserve of 3% of the total contract amount for this project. A construction reserve of 3% has been previously approved by the Board and successfully implemented to ensure timely approval of minor changes necessary due to unforeseen conditions and circumstances. There are sufficient dollars within this project’s budget to accommodate the funding of the 3% contingency for construction reserve. Any change orders exceeding the contract and construction reserve will be submitted to the Board for approval. In addition to the construction contract, there are three (3) other contracts associated with this project. On November 13, 2012, the IAA issued a Request for Proposals (RFP) to select a designer for this project. Nine (9) proposals were received on November 30, 2012. DLZ Indiana, LLC (DLZ) was ranked highest by the review committee and a contract was executed by the Board with DLZ on December 21, 2012 for the project’s design through bidding. An amendment to the DLZ contract for construction and post construction phase engineering design services is separately being presented to the Board to consider for approval on March 15, 2013. On January 15, 2013, the IAA issued a Request for Proposals (RFP) to select a Construction Manager for this project. Ten (10) proposals were received on February 15, 2013. Harmon Construction, Inc. was ranked the highest by the review committee and a contract is separately being presented to the Board on March 15, 2013 for construction management services. A contract for materials testing services to provide a quality control oversight of the contractor to ensure the IAA receives required compaction of fill materials as specified for future development is being negotiated with CTL Engineering, Inc. (CTL) and will be within the Executive Director’s delegated authority. CTL was selected from the Statement of Qualifications on file with IAA’s Engineering Department. Scope This project is the “deconstruction” of the old terminal and associated structures. The combination of the Base Bid, Alternate 1 and Alternate 2 allows for all structures, basements, tunnels, slabs, and other site improvements within the demolition excavation limits designated by the drawings and specifications to be removed in their entirety. Budget This contract is within the overall project budget of $11,335.000.00. The total bid plus 3% construction reserve is $3,988,168.00.


BP2013-03-7 Page 3 of 4

Project Costs Construction Contract (including 3% reserve) $3,988,168.00

2012 Phase (Old PARCS Demo & Optimization Plan) $ 81,025.00 Design & Soft Costs $ 476,850.00 Construction Manager Services $ 411,660.00 Testing $ 90,000.00 AOA Fence Installation $ 26,480.00

Contingency (17%) $ 658,240.00 Total $5,732,423.00

Unallocated funding for the project is $5,602,577.00.

Although the site was examined during design, some areas are out of view behind existing walls and under concrete, also the scope of the project includes environmental remediation tasks. Therefore, this project budget includes a higher reserve for unforeseen conditions. Funding for this project is anticipated to be up to 100% Airport Cash. This project is a capacity project that will allow for the expansion of other land use related projects that have a need for available apron/runway access. This project alone does not meet the IAA’s hurdle rate, but readies the site for future revenue producing development. Schedule Contract award anticipated March 2013 with an expected substantial completion date of December 31, 2013. Supplier Diversity Participation The Base Bid included allowances to obtain bid prices for items that could be needed as part of the project, but may not be required depending on site conditions. This allows the IAA to obtain competitive pricing without committing to the purchase of these items. The allowances in this project are for possible disposal of fuel contaminated soil, flowable backfill, removal and replacement of storm sewer piping, removal and disposal of unsuitable soil, importation of structural fill, and removal and replacement of manhole structures totaling $409,500.00. The Contractor must obtain approval from the IAA before using allowance quantities. Since the allowances may not be spent, the Supplier Diversity Participation has been identified for the work without the allowances and separately for the participation that would be associated with the allowances items. The Director of Supplier Diversity approved the following MBE/WBE/VBE participation goals:


BP2013-03-7 Page 4 of 4

Supplier Diversity Participation for Combination of Base Bid, Alternate 1 and Alternate 2 Without Allowances

FIRM AMOUNT %* MBE WBE VBE MBE WBE VBE Midwest Enviro. Svcs, Inc. $125,000 $ 0 $ 0 3.61 0.00 0.00 Rhino Trucking $ 0 $637,776 $ 0 0.00 18.42 0.00 Nelson Oil Company $ 0 $100,000 $ 0 0.00 2.89 0.00 Leader Corp. of Indiana $ 0 $ 15,500 $ 0 0.00 0.45 0.00 Argo Consulting Engrs. $ 0 $ 0 $80,350 0.00 0.00 2.32 GLS, Inc. $ 47,000 $ 0 $ 0 1.36 0.00 0.00 Ward Trucking Company $113,486 $ 0 $ 0 3.28 0.00 0.00

Totals $285,486 $753,276 $80,350 8.25 21.76 2.32 *Percent of Base Bid, Alternate 1 and Alternate 2 without allowances ($3,462,508.00) If the full allowances are used, the following additional MBE/WBE/VBE participation is associated with the items. Supplier Diversity Participation for Only Allowances

FIRM AMOUNT %* MBE WBE VBE MBE WBE VBE GLS, Inc. $108,000 $ 0 $ 0 2.79 0.00 0.00 Ward Trucking Company $ 15,000 $ 0 $ 0 0.38 0.00 0.00

Totals $123,000 $ 0 $ 0 3.17 0.00 0.00 *Percent of total Base Bid, Alternate 1 and Alternate 2 including allowances ($3,872,008.00) In addition to supplier diversity participation on this construction services contract, the design for Demolition of Old Terminal and Associated Structures has been led by DLZ Indiana, Inc. (MBE) and a contract for construction management services to be led by Harmon Construction, Inc. (MBE) is also being presented to the Board for consideration on March 15, 2013. Recommendation The IAA staff has reviewed the bids and recommends that the Board consider for approval an award of contract for CIP/Project # I-13-026, Demolition of Old Terminal and Associated Structures, to Veit & Company, Inc. in an amount not-to-exceed $3,872,008.00 plus a 3% construction reserve of $116,160.00 for a total of $3,988,168.00. Veit & Company, Inc. was the lowest responsive and responsible bidder. XBE Participation for the Base Bid, Alternate 1 and Alternate 2 is: MBE 8.25% (Midwest Environmental Services, Inc., GLS, Inc., and Ward Trucking Company), WBE 21.76% (Rhino Trucking, Nelson Oil Company, and Leader Corporation of Indiana), and VBE 2.32% (Argo Consulting Engineers). XBE participation for the allowances, if used, is: MBE 3.17% (GLS, Inc. and Ward Trucking Company), WBE 0%, and VBE 0%.

BP2013-03-8

Page 1 of 4

To: IAA Board of Directors From: Susan J.H. Zellers, P.E., Deputy Director of Planning & Development Date: February 27, 2013 Board Date: March 15, 2013 Subject: Approval of Amendment #1 with DLZ Indiana, LLC for Demolition of Old

Terminal and Associated Structures, Project # I-13-026 Background The terminal facilities on the east side of the Indianapolis International Airport (“Old Terminal”) have been vacant since the new Midfield Terminal opened in 2008. The Demolition of Old Terminal and Associated Structures project will remove the existing terminal, concourses, administration building, and elevated roadways, including all subsurface structures, and perform all required environmental abatement/remediation to ready the site for new development before the end of 2013. The Old Terminal site offers several advantageous features such as convenient airside and landside access, but discussion about potential development identified that a “blank slate” approach would substantially increase the area’s marketability. The project is in the approved 2013 Capital Budget as a multi-year project. It was accelerated to a one (1) year project to improve the marketability of the site. On November 12, 2012, this project was approved for implementation by the Senior Management Team as a one year project. On November 13, 2012, the IAA issued a Request for Proposals (RFP) to select a designer for this project. Nine (9) proposals were received on November 30, 2012. DLZ Indiana, LLC (DLZ) was ranked highest by the review committee and a contract was executed by the Board with DLZ on December 21, 2012 for the project’s design through bid phase. The original design contract with DLZ included the services only through the bid phase of the project to allow the project to be further defined during design so the construction phase services could be better aligned with the final design. The IAA’s standard engineering design contract includes construction and post construction phase responsibilities for the designer. If the project scope can be well defined and funding is certain at the time the initial design contract is being executed, the construction and post construction phase services are typically included in the initial

BOARD MEMO – AMENDMENT

Memo Re: DLZ Indiana, LLC – Amendment #1

BP2013-03-8 Page 2 of 4

design contract. When the project scope will be further defined during design or the project construction is pending receipt of grant funds, the construction and post construction phase services are typically added to the design contract by addendum when the project is entering the construction phase. The construction and post construction engineering services to be provided by DLZ as the designer that are covered by this addendum include but are not limited to: attendance at pre-construction and weekly progress meetings, periodic site visits and observations of construction to inform Owner that trade contractor’s work is proceeding in accordance with the project specifications, responding to request for information from the contractor, reviewing shop drawings and submittals, reviewing potential change orders and requests for use of allowances, responding to test result noncompliance at request of Owner, assisting in reviewing applications for payment, reviewing completion documents from contractor, conducting final inspection of the project and re-inspection of any punch list items and preparation of record drawings from contractor documents. In addition to the design contract, there are three (3) other contracts associated with this project. On January 18, 2013, the Board approved plans & specifications for CIP/Project # I-13-026, Demolition of Old Terminal and Associated Structures, and authorized the public bidding process. On February 21, 2013, the IAA staff received thirteen (13) bids for demolition. The project contained a Base Bid and two (2) alternate bid items. Veit & Company, Inc. was the lowest responsive and responsible bidder and a contract is separately being presented to the Board on March 15, 2013 in the amount of $3,872,008.00 for the combination of Base Bid, Alternate 1 and Alternate 2. On January 15, 2013, the IAA issued a Request for Proposals (RFP) to select a Construction Manager for this project. Ten (10) proposals were received on February 15, 2013. Harmon Construction, Inc. was ranked the highest by the review committee and a contract is separately being presented to the Board on March 15, 2013 for construction management services. A contract for materials testing services to provide a quality control oversight of the contractor to ensure the IAA receives required compaction of fill materials as specified for future development is being negotiated with CTL Engineering, Inc. (CTL) and will be within the Executive Director’s delegated authority. CTL was selected from the Statement of Qualifications on file with IAA’s Engineering Department. Scope This amendment provides the construction and post construction phase engineering services including but not limited to: attendance at pre-construction and weekly progress meetings, periodic site visits and observations of construction to inform Owner that trade contractor’s work is proceeding in accordance with the project specifications, responding to request for information from the contractor, reviewing shop drawings and submittals, reviewing potential change orders and requests for use of allowances, responding to test result noncompliance at request of Owner, assisting in reviewing


BP2013-03-8 Page 3 of 4

applications for payment, reviewing completion documents from contractor, conducting final inspection of the project and re-inspection of any punch list items and preparation of record drawings from contractor documents to ensure the project proceeds per design plans. Budget The amendment for the construction phase services for DLZ Indiana, LLC is not to exceed $94,481.00 (hourly fees) and $8,019.00 (expenses) for a total not-to-exceed amount of $102,500.00 and is within the design & soft cost portion of the project budget.

Project Costs Construction Contract (including 3% reserve) $3,988,168.00 2012 Phase (Old PARCS Demo & Optimization Plan) $ 81,025.00 Design & Soft Costs $ 476,850.00 Construction Manager Services $ 411,660.00 Testing $ 90,000.00 AOA Fence Installation $ 26,480.00


Unallocated funding for the project is $5,602,577.00.

Schedule This amendment does not change the term of the contract. The contract with DLZ Indiana, LLC expires on June 30, 2014. Supplier Diversity Participation The Director of Supplier Diversity approved the following MBE/WBE/VBE participation goals:

AMOUNT % FIRM MBE WBE VBE MBE WBE VBE

DLZ Indiana, LLC $82,288 $ 0 $0 87.09 0.00 0.00 Enginuity Engineering + Management Corporation

$ 0 $ 7,696

$0 0.00 8.15 0.00

DB Engineering, Inc. $ 0 $ 4,497 $0 0.00 4.76 0.00 Totals $82,288 $12,193 $0 87.09 12.91 0.00

At the IAA’s request, the services by DLZ’s subcontractor Shrewsberry & Associates to provide the asbestos abatement and other environmental abatement oversight will be part of the construction manager contract for better coordination on the daily oversight. This reduces the XBE participation on this amendment, especially VBE, but maintains it within the overall project.


BP2013-03-8 Page 4 of 4

Contract Summary to Date

Supplier Diversity Participation %

Contract/Amendment & Execution Date

Service & Term Amount MBE WBE VBE

Original Contract December 21, 2012

Professional Services Term: 12/21/12 - 6/30/14

$341,300 82.54 17.50 (1)

Amendment 1 March 15, 2013

Professional Services No change in term.

$102,500 87.09 12.91 0.00

Revised Contract NTE $443,800 Revised Supplier

Diversity Participation 83.55 16.45 0.00

(1) Not specified in December 2012 contract, although includes participation by a VBE

firm, Shrewsberry & Associates. VBE goal went into effect January 1, 2013. Recommendation The IAA staff has reviewed the proposal and recommends that the Board consider for approval an amendment to the professional services contract with DLZ Indiana, LLC for Construction Phase Engineering Services for Demolition of Old Terminal and Associated Structures in an amount not-to-exceed $94,481.00 (fees) and $8,019.00 (expenses) for a total not-to-exceed amount of $102,500.00. MBE 87.09% (DLZ Indiana, LLC), WBE 12.91% (Enginuity Engineering + Management Corporation, DB Engineering, Inc.), and VBE 0.00%

BP2013-03-9

Page 1 of 3

To: IAA Board of Directors From: Susan J.H. Zellers, P.E., Deputy Director of Planning & Development Date: February 27, 2013 Board Date: March 15, 2013 Subject: Professional Services Contract with Harmon Construction, Inc. for

Construction Management Services for Demolition of Old Terminal and Associated Structures, Project # 1-13-026

Background The terminal facilities on the east side of the Indianapolis International Airport (“Old Terminal”) have been vacant since the new Midfield Terminal opened in 2008. The Demolition of Old Terminal and Associated Structures project will remove the existing terminal, concourses, administration building, and elevated roadways, including all subsurface structures, and perform all required environmental abatement/remediation to ready the site for new development before the end of 2013. The Old Terminal site offers several advantageous features such as convenient airside and landside access, but discussion about potential development identified that a “blank slate” approach would substantially increase the area’s marketability. The project is in the approved 2013 Capital Budget as a multi-year project. It was accelerated to a one (1) year project to improve the marketability of the site. On November 12, 2012, this project was approved for implementation by the Senior Management Team as a one year project. The Indianapolis Airport Authority (IAA) does not maintain internal staff to provide full time oversight of the demolition of old terminal area. Therefore, on January 15, 2013, the IAA issued a qualifications based Request for Proposals (RFP) to select a Construction Manager for this project. Ten (10) proposals were received on February 15, 2013. A review committee reviewed and ranked the proposals. Harmon Construction, Inc. was selected. The construction manager tasks include but are not limited to staffing the field office to provide administration, management and oversight of trade contractors, schedule and conformance and with plans and specifications; daily logging of field activities and conditions; obtaining, tracking and recording all weigh and disposal tickets for environmentally sensitive materials; scheduling, conducting and preparing minutes of

BOARD MEMO - CONTRACT

Memo Re: Harmon Construction, Inc. - Contract

BP2013-03-9 Page 2 of 3

weekly progress meetings; review of progress payments and XBE participation; receiving and reviewing all trade contractors request for information, change proposals and use of allowance items; maintaining an on-site record of contract documents and requiring trade contractor to record changes made during construction; managing all project documents during construction; monitoring compliance with work hour and fugitive dust requirements of specifications; providing a point of contact between Owner and trade contractor on airport activities that may impact project work; and preparation of substantial completion and punch lists. Unique to this project, the construction management services contract also includes full time asbestos abatement oversight for the duration of the abatement activities which is a significant task in the demolition. In addition to the construction manager services contract, there are three (3) other contracts associated with this project. On November 13, 2012, the IAA issued a Request for Proposals (RFP) to select a designer for this project. Nine (9) proposals were received on November 30, 2012. DLZ Indiana, LLC (DLZ) was ranked highest by the review committee and a contract was executed by the Board on December 21, 2012 for the project’s design through bidding. An amendment to the DLZ contract for construction and post construction phase engineering services is separately being presented to the Board to consider for approval on March 15, 2013. On January 18, 2013, the Board approved plans & specifications for CIP/Project # I-13-026, Demolition of Old Terminal and Associated Structures, and authorized the public bidding process. On February 21, 2013, the IAA staff received thirteen (13) bids. The project contained a Base Bid and two (2) alternate bid items. Veit & Company, Inc. is the lowest responsive and responsible bidder and a contract is separately being presented to the Board on March 15, 2013 in the amount of $3,872,008.00 for the combination of Base Bid, Alternate 1 and Alternate 2. A contract for materials testing services to provide a quality control oversight that the contractor is providing the IAA with the required compaction of fill materials as specified for future development is being negotiated with CTL Engineering, Inc. and will be within the Executive Director’s delegated authority. CTL was selected from the Statement of Qualifications on file with IAA’s Engineering Department. Scope This contract provides full time construction management oversight including oversight of the asbestos abatement. This contract will provide the IAA with the necessary representation to manage this project without a long-term commitment to additional IAA staff and the necessary expertise to oversee the asbestos abatement. Budget The construction management (CM) contract with Harmon Construction, Inc. is not-to- exceed $401,942.00 (hourly fees) and $9,718.00 (expenses) for a total not-to-exceed amount of $411,660.00 which is within the project budget.

Memo Re: Harmon Construction, Inc. - Contract

BP2013-03-9 Page 3 of 3

Project Costs Construction Contract (including 3% reserve) $3,988,168.00

2012 Phase (Old PARCS Demo & Optimization Plan) $ 81,025.00 Design & Soft Costs $ 476,850.00 Construction Manager Services $ 411,660.00 Testing $ 90,000.00 AOA Fence Installation $ 26,480.00


Unallocated funding for the project is $5,602,577.00

Funding for this project will be 100% Airport Cash. This project is a capacity project that will allow for the expansion of other land use related projects that have a need for available apron/runway access. This project alone does not meet the IAA’s hurdle rate, but readies the site for future revenue producing development. Schedule The term of this contract is from March 15, 2013 through March 31, 2014, consistent with the schedule for the construction and post construction closeout. Supplier Diversity Participation The Director of Supplier Diversity approved the following MBE/WBE/VBE participation goals:

FIRM AMOUNT % MBE WBE VBE MBE WBE VBE Harmon Construction, Inc. $268,230 $ 0 $ 0 66.73 0.00 0.00 Shrewsberry & Associates, LLC

$100,112 $ 0 $100,112 24.91 0.00 24.91

The Hoosier Company $ 0 $33,600 $ 0 0.00 8.36 0.00 Totals $368,342 $33,600 $100,112 91.64 8.36 24.91

Recommendation The IAA staff has reviewed the proposal and recommends that the Board consider for approval a professional services contract with Harmon Construction, Inc. for Construction Management Services for Demolition of Old Terminal and Associated Structures, Project # I-13-026, in amount not-to-exceed $401,942.00 (fees) and $9,718.00 (expenses) for a total not-to-exceed amount of $411,660.00. MBE 91.64% (Harmon Construction, Inc., Shrewsberry & Associates, LLC), WBE 8.36% (The Hoosier Company), and VBE 24.91% (Shrewsberry & Associates, LLC)

BP2013-03-10

Page 1 of 1

To: IAA Board of Directors From: Joseph Heerens, General Counsel Date: February 27, 2013 Board Date: March 15, 2013 Subject: Property Acquisition – William and Vicki Richmond

Background The Indianapolis Airport Authority (“IAA”) has had an active land acquisition program since 1973. Between 1973 and 1987, the land program acquired the majority of the land which comprises the current Airport layout and footprint. In 1987, the IAA began its land acquisition program in support of its Part 150 Noise Compatibility Plan (NCP). Phase I of this program ran from 1987-1992, Phase II ran from 1992-1997, and Phase III was initiated in 1998 and also includes holdout property owners that are remaining from Phases I and II. In 1997, an additional program was added to acquire single family residences located within the IAA’s Indiana Bat and Wetland Mitigation Area, and in 1999, land acquisition began for the future third parallel runway. Scope The residential property being acquired from William and Vicki Richmond, as shown on the attached schedule, is included within the IAA’s land acquisition Phase II Program. The purchase under consideration resulted in an appraised value of $465,000; however, after an extensive process and further evaluation regarding this property’s value with the Richmonds, the negotiated price for the Purchase Agreement is $475,000.

Schedule March 15, 2012: Approve the Purchase Agreement with William and Vicki Richmond. The closing will occur as soon as practicable thereafter. Funding This acquisition is currently funded from the 2013 Capital Improvement Fund. The property will be eligible for federal grant reimbursement as an element of the IAA’s Noise Compatibility Plan. Recommendation The IAA Staff recommends the purchase of William and Vicki Richmond’s property as shown on the attached schedule.

BOARD MEMO - PROPERTY ACQUISITION

Appraised PurchaseName Address Parcel Nos. Project Value Price

William and Vicki Richmond 6193 Bountiful Place, Indianapolis 06-2-07-42E 200-008 Part 150 *Footnote $475,000.00

Grand Total $475,000.00

Year to date total spent/closed on all land projects (including this purchse) is $56,288.54 against a budget of $1,414,000.00.

*Property appraised at $465,000; however, after extensive process and further evaluation, the negotiated price was established at $475,000

15-Mar-13

agenda · agenda indianapolis airport authority . march 15, 2013 8:30 am . i. call to order . ii....

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