TOLEDO-LUCAS COUNTY PORT AUTHORITY Meeting of the Board of Directors One Maritime Plaza, 2nd Floor, Classrooms A & B January 28, 2016 I. Pledge of Allegiance Page No. II. Roll Call III. Approve Minutes of Meeting: December 17, 2015 3 - 10 IV. Public Comment Period V. Report and Communications from the Chair: James M. Tuschman A. Presentation by Dr. Anand Argawal, Professor of Bioengineering, University of Toledo, "Emerging Medical Technologies" B. Nomination of Officers 11 C Presentation in Honor of Nadeem S. Salem VI. Report by the President & CEO: Paul L. Toth, Jr. A. Consider Formation and Agreement with ARG Services, Inc. 12 - 15 B. Report Regarding Acquisition of Goods, Equipment, Material, and 16 - 17 Services for Quarter Ending December 31, 2015 C. 2015 Year-end Review of Marketing and Community Outreach by Holly J. Kemler, Manager of Communications VII. Recommendations and Reports from Standing Committees and Divisions A. Finance Committee: John S. Szuch, chair 1. Consider Expenditures through December 31, 2015 18 - 29 2. Consider Additional Appropriation for Airport Grant 30 - 31 Reimbursement Projects 3. Financing Programs Dashboard 32 4. BetterBuildings Northwest Ohio Progress Report 33 5. Northwest Ohio Bond Fund Trustee Report 34 B. Facilities & Development Committee: William J. Carroll, chair 1. Consider Lease with Crosswinds Leasing at Two Maritime 35 – 37 Plaza 2. Consider Sale of Land at 9750 Garden Road 38 – 39 3. Consider Application from International Automotive 40 - 41 Components Group NA, Inc. for Inclusion in Foreign Trade Zone #8 4. 2015 Year-end Review of Facilities and Development C. Airport Committee: Jerry Chabler, chair 1. Toledo Express Airport Statistics 42 - 43 D. Seaport / Surface Transportation Committee: A. Bailey Stanbery, chair 1. Seaport Statistics 44 E. Human Resources & Community Relations Committee: Andrea R. Price, chair 1. Consider Agreement with Ohio Patrolmen’s Beneficial 45 - 46 Association 2. Consider Succession Plan Policy 47 – 52 3. Diversified Contractors Accelerator Program (DCAP) Report 53 VIII. Other Business A. 1. Report from Mission and Board Structure Committee by Dr. Lloyd A. Jacobs IX. Adjournment 3 TOLEDO-LUCAS COUNTY PORT AUTHORITY Meeting of the Board of Directors December 17, 2015 The Pledge of Allegiance was recited. ROLL CALL The tenth meeting in 2015 of the Toledo-Lucas County Port Authority Board of Directors was called to order at 8:00 a.m. on Thursday, December 17, 2015, at One Maritime Plaza, 2nd Floor, Classrooms A and B, Toledo, Ohio. The following members were present: Chairman Nadeem S. Salem, Vice Chairman James M. Tuschman, Directors William J. Carroll, Jerry Chabler, Bernard H. Culp, Dr. Lloyd A. Jacobs, Andrea R. Price, Sharon Speyer, A. Bailey Stanbery, and John S. Szuch. The following members were absent: Directors G. Opie Rollison, George Tucker, and Baldemar Velasquez. APPROVE MINUTES OF MEETING OCTOBER 22, 2015 The minutes of the meeting of October 22, 2015 were presented for approval, copies having been distributed in advance to all directors. On motion by Director Salem and seconded by Director Tuschman, and unanimously carried, the minutes were approved as submitted. PUBLIC COMMENT PERIOD Chairman Salem requested comments from the public. Hearing none, he proceeded with the order of business. REPORTS AND COMMUNICATIONS FROM THE CHAIR: NADEEM S. SALEM Chairman Salem reported that it was fun working with the Board and staff this past year in his role as chair. Chairman Salem reported that an ad hoc committee to review the mission statement, chaired by Director Jacobs, was established. Meetings had already taken place and a draft report is due in January 2016. Chairman Salem reported that the 2016 committee meeting dates for January would be released today. REPORT FROM BOARD OFFICER NOMINATING COMMITTEE Director Carroll, Nominating Committee chair, expressed his thanks to Directors Speyer and Culp for their efforts with the nominations and presented the Committee’s recommendation for chair and vice chair of the board for a one-year term commencing January 1, 2016. The Nominating Committee recommended the following slate of officers: 4 Chair: James M. Tuschman Vice Chair: John S. Szuch After discussion, on motion of Director Salem, seconded by Director Jacobs, and unanimously carried, the 2016 chair and vice chair for the Port Authority board of directors was approved. REPORT BY THE PRESIDENT & CEO: PAUL L. TOTH, JR. Paul L. Toth, Jr., President & CEO, reported that the fourth new market tax credit application had been submitted by the Port Authority. Mr. Toth acknowledged Teresa Smith, Laurie Cantrell, Joe Bajas, Getro Jean-Claude and Thomas Winston for their efforts in this endeavor. Mr. Toth also reported that the Port Authority received a letter of support from American Airlines for an extension regarding the $750,000 grant for Small Community Air Service Development. Mr. Toth reported that construction is underway for the Amtrak/Greyhound consolidation at Dr. Martin Luther King, Jr. Plaza. He gave special thanks to Dawn Wenk and Joe Cappel for their work on the project. Mr. Toth reported that the Transpiration Security Administration audit was clean and acknowledged Eric Miller for his lead on the audit. Mr. Toth reported that the U.S. Customs & Border Protection facility is under construction at Toledo Express Airport with a 90-day deadline. Mr. Toth reported further that the Federal Aviation Administration provided a letter to the Port Authority indicating the possibility that 68% of the project could be eligible for funding. RECOMMENDATIONS AND REPORTS FROM STANDING COMMITTEES AND DIVISIONS FINANCE COMMITTEE CONSIDER EXPENDITURES THROUGH NOVEMBER 30, 2015 Director Szuch, Finance Committee chair, reported that the operating budget through November 2015 shows $1,032,000 excess operating revenue over operating expenses. This is ahead of the budgeted deficit by $1,501,000. After discussion, on motion by Director Szuch, seconded by Director Chabler, and unanimously carried, the expenditures through November 2015 were approved as submitted. CONSIDER OPERATING BUDGET FOR 2016 AND MAKING ANNUAL APPROPRIATIONS FOR 2015 EXPENSES Director Szuch presented two resolutions regarding the 2016 operating budget. He noted that the first resolution authorizes the 2016 Operating Budget and the second resolution appropriates the funds for the budget. The Finance Committee recommended adoption of both resolutions by separate vote. 5 After discussion, on motion by Director Szuch, seconded by Director Tuschman, and unanimously carried, RESOLUTION NO. 47-15 Authorizing Operating Budget for 2016 and Making Annual Appropriation for Current Expenses was adopted. The resolution in its full text is incorporated in the Resolutions Journal of the Port Authority. After discussion, on motion by Director Szuch, seconded by Director Chabler, and unanimously carried, RESOLUTION NO. 48-15 Authorizing Annual Appropriations for Current Expenses was adopted. The resolution in its full text is incorporated in the Resolutions Journal of the Port Authority. CONSIDER ISSUANCE OF REFUNDING BONDS FOR OBLATES OF ST. FRANCIS DE SALES HIGH SCHOOL, INC. (Not to Exceed $5,500,000) Director Szuch reported that the Port Authority previously issued its Variable Rate Demand Economic Development Revenue Bonds, Series in the aggregate principal amount of $9,000,000, the proceeds of which were loaned to Oblates of St. Francis De Sales High School, Inc. to finance the acquisition and construction of the expansion and renovation of its facilities located in Toledo, Ohio The Finance Committee recommended adoption of a resolution to authorize the issuance of bonds in an amount not to exceed $5,500,000, the proceeds of which to be loaned to St. Francis to refund and retire the prior bonds. After discussion, on motion by Director Szuch, seconded by Director Stanbery, and unanimously carried, RESOLUTION NO. 49-15 Authorizing the Issuance and Sale of a Maximum Aggregate Principal Amount of $5,500,000 of Variable Rate Demand Economic Development Revenue Refunding Bonds, Series 2016(St. Francis de Sales High School), in One or More Series, for the Purposes of Financing and/or Refinancing Costs of “Port Authority Facilities” within the Meaning of Ohio Revised Code, Section 4582.01 for the Use of St. Francis de Sales High School; Authorizing the Execution and Delivery of a Bond Purchase Agreement, a Loan Agreement, an Assignment; and Approving Related Matters was adopted. The resolution in its full text is incorporated in the Resolutions Journal of the Port Authority. 6 FINANCING PROGRAMS DASHBOARD Director Szuch presented the Financing Programs Dashboard. BETTERBUILDINGS NORTHWEST OHIO PROGRESS REPORT Director Szuch reported on recent and current projects being undertaken by the BetterBuildings Northwest Ohio program. NORTHWEST OHIO BOND FUND TRUSTEE REPORT Director Szuch presented the Northwest Ohio Bond Fund Trustee report. FACILITIES AND DEVELOPMENT COMMITTEE CONSIDER LEASE WITH HARRIS, RENY & TORZEWSKI AT TWO MARITIME PLAZA Director Tuschman, Facilities and Development Committee chair, reported that a lease agreement has been negotiated with the firm of Harris, Reny & Torzewski for approximately 4,170 square feet of office space on the third floor of Two Maritime Plaza, subject to the approval of the board. The proposed term of this lease is two years with two additional option terms of two years each, provided the conditions of the lease are being met. The proposed rental rate for the initial