11/09/2021

DRAFT Meeting Minutes for:
November Board Meeting
Yuma International Airport, Conference Room
Tuesday, November 09, 2021 at 04:00 PM



Call to Order:
The Yuma County Airport Authority, Inc. (YCAA) Regular Meeting of the Board of Directors was called to order at 4:00PM on November 9, 2021, in the Yuma International Airport Conference Room, 2191 E. 32nd Street, Suite 218, Yuma, Arizona 85365. The Presiding officer was Bill Craft, President.

YCAA DIRECTORS PRESENT WERE:
Bill Craft, President
Dean Hager, 1st Vice President
Eric Saltzer, Treasurer (exited the meeting at 4:20PM)
Russell Jones, Secretary
Dr. Brian Cullen, DMD, Director
Reetika Dhawan, Director (attended the meeting telephonically)
Albert Gardner, Director
Juan Guzman, Director (joined the meeting at 4:05PM)
Jenny Torres, Director (exited the meeting at 5:10PM)

YCAA DIRECTORS ABSENT WERE:
William Fox, Director

ALSO PRESENT WERE:
Gladys Brown, Airport Director
Gerald Hinkle, Jr., Chief Financial Officer
Gen Grosse, Property & Community Relations
Greg McShane, MCAS Operations Officer
Ryan Hart, Million Air Yuma
Silvia Gunderman, 1st Bank Yuma
Ken Scott, ASN Volunteer
Brandy Shill, Gowan

CALL TO THE PUBLIC
There were no Public Comments.

APPROVAL OF MINUTES
Mr. Craft, the YCAA President, called for a motion to approve the minutes of the October 12, 2021 Regular Board Meeting. Mr. Hager so moved. Ms. Torres seconded the motion. Motion passed unanimously.

Votes in Favor:
Mr. Craft
Mr. Hager
Mr. Saltzer
Mr. Jones
Mr. Gardner
Dr. Cullen
Ms. Dhawan
Ms. Torres

Votes Opposed: None

COMMITTEE REPORTS

1) Election and Personnel Committee Chair, Albert Gardner, will provide a summary on the October 28, 2021 meeting.

Election and Personnel Committee Chair, Albert Gardner briefed on the agenda item discussed at the October 28, 2021, committee meeting. The Committee agreed that all candidates will be placed on the ballet for consideration and vote. All references were verified, and all candidates were qualified.

The committee recommended that all candidates be placed on the Elections ballot for November 2021 monthly meeting. This is Agenda Item #1 for Board vote

2) Finance Committee Chair, Eric Saltzer, will provide a summary on the November 3, 2021 meeting.

Finance Committee Chair, Eric Saltzer briefed on the agenda items discussed at the November 3, 2021 committee meeting.

- Analysis of FY22 Budget
- Evaluation of YCAA Long-Term Debt

Mr. Saltzer informed the Board that the committee recommended the YCAA Board of Directors consider early retirement of Note #2004 and to evaluate Note #1944 as briefed. This is Agenda Item #3 for Board consideration.

REGULAR AGENDA

1) Discussion and Possible Action to elect candidates for the vacant seats on the YCAA Board of Directors in accordance with YCAA By-Laws.

The Directors voted on the new members for the Board.

Mr. Hinkle, Chief Financial Officer and Ms. Grosse, Property & Community Relations, collected and tallied up the votes. President Craft announced the four elected in alphabetical order by first name with the majority votes. The four successful candidates were Kenneth (Ken) Scott, Russell (Russ) Jones, Stanley (Stan) Gourley and William (Bill) Craft.

Votes in Favor:
Mr. Craft
Mr. Hager
Mr. Saltzer
Mr. Jones
Mr. Gardner
Dr. Cullen
Ms. Dhawan
Mr. Guzman
Ms. Torres

Votes Opposed: None

2) Monthly report by Chief Financial Officer on current financial status.

Ms. Brown briefed the Board on our current financial status with the assistance of Mr. Hinkle, Chief Financial Officer who completed the presentation. Ms. Brown, then followed with information describing the source of increase in the YCAA’s Capital Reserves over the past year.

3) Discussion and possible action related to the retirement of Note #2004 held by 1st Bank Yuma, using funds on deposit, in an amount necessary to repay the entire remaining balance, estimated at $1,692,188.00.

Ms. Brown, Airport Director, shared that all Board Directors were provided an analysis of the YCAA’s existing long-term debt, including a description of the capital infrastructure acquired with the proceeds of each note, a summary of existing terms and a look forward at the YCAA’s ability to continue to meet debt service requirements into the future. Ms. Brown explained the nature of the YCAA’s long-term debt obligations was described in great detail during the Finance Committee meeting held on November 3rd, and all correspondence was provided to each Director.

Ms. Brown provided detailed information to the Board referencing that the YCAA has over $5 million in Capital Reserves, with expectations of reaching an estimated $6.8 million after depositing an expected $1,270,000 in CRRSAA and ARGP grant funds expected to be pushed to Capital Reserves during FY22. With Capital Reserves earning less than 1% in the bank, the Board of Directors can consider debt retirement.

Ms. Brown commented on how both the CRRSAA and ARGP Grants received by the YCAA consider debt service payments eligible for reimbursement. Presenting the possibility of having the entire amount of early debt retirement, to be reimbursed almost immediately after being expended.

Ms. Brown described how retirement of Note #1944 in the amount of $1,239,342 would save the YCAA $295,119 in interest and free up over $150,000 annually in debt service which totals over $1.5 million over the next ten years when it matures, and how retirement of Note #2004 in the amount of $1,692,188 would save the YCAA over $1,165,000 in interest and free up over $136,000 annually in debt service, which totals over $3 million through its maturity in 2043.

Ms. Brown further explained how the YCAA has operated with less than $1 million in Capital Reserves for the vast majority of its existence and presented a chart depicting the annual year end balances of the YCAA’s Capital Reserve account over the past 20 years.

Ms. Brown reminded the Directors of the Finance Committee’s recommendation to consider paying off the entire balance due on Note #2004 in the estimated amount of $1,692,188. Due to the adopted budget, this will be completed through an “Off-Budget” expenditure of Capital Reserves.

Mr. Craft, the YCAA President, called for a motion to authorize the YCAA President, Airport Director, or their designated representative to expedite an Off-Budget expenditure in an amount necessary to repay the entire remaining balance of long-term note payable #2004 held by 1st Bank Yuma, estimated at $1,692,188.00. Mr. Jones so moved. Dr. Cullen seconded the motion. Motion passed unanimously.

Votes in Favor:
Mr. Craft
Mr. Hager
Mr. Saltzer
Mr. Jones
Mr. Gardner
Dr. Cullen
Ms. Dhawan
Mr. Guzman
Ms. Torres

Votes Opposed: None

4) Discussion and possible action related to a request by the US General Services Administration to amend an existing office space lease for the purpose of requiring the YCAA to develop and implement a Covid-19 Vaccine Mandate on all YCAA employees.

Ms. Brown, Airport Director, described the nature of the GSA lease in which the YCAA provides two offices in the passenger terminal in which one is used as a Break Room and one Supervisors Office for the TSA. The lease expires in March of 2027.

Ms. Brown emphasized that the lease space is not used for baggage or passenger screening.

Ms. Brown described how YCAA Staff became aware of the request and how the sole purpose of the amendment was to obligate the YCAA to Develop, Implement and Enforce a Covid-19 Vaccine Mandate for all Employees, as verified by YCAA Legal Counsel. She further explained how executing the amendment was “Strongly Encouraged” by the GSA as evidenced by a number of follow up emails through a docusign process.

Ms. Brown informed the Board of a statement released by industry advocates, Airports Council International (ACI) which indicated how accepting an amendment on existing agreements was not mandatory, and this was verified by YCAA Legal Counsel which the correspondence was provided in the Board summary. The statement included information published by the GSA in which they inform Lessors that the requirement must be incorporated at the point at which an option is exercised or an extension is made. Ms. Brown reminded the Board that the lease in question is not up for renewal until 2027.

Ms. Brown also explained how the request for a determination of whether or not the YCAA could legally implement and enforce a Covid-19 Vaccine Mandate was evaluated and considered “Unknown” at this time by the YCAA’s legal counsel, Noble Law Office.

After a brief description of possible effects on the YCAA’s operational capability as a result of implementing a Covid-19 Vaccine Mandate, including the possibility of forced and unforced employment termination, Ms. Brown began to discuss the implications of the Arizona Governors recent Executive Order 2021-18 (EO 2021-18).

Ms. Brown read an excerpt of EO 2021-18 which specifically stated that a political subdivision official who implements a Covid-19 Vaccine Mandate would be breaking Arizona Law and can be held accountable by effected employees for a violation of their rights. After emphasizing to the Board that the Airport Authority is in fact a political subdivision and that the Airport Director would be the “Official” in question, she sought assurances from the Board that the YCAA would in fact provide for her defense.

Ms. Brown provided a recent example of how an executive acquaintance of hers took actions as directed by the governing Board and had the unfortunate experience of having to personally absorb the cost of all legal defense. Mr. Craft, the Board President and a number of other Directors provided assurance that the YCAA would in fact provide for her defense in such a situation.

Ms. Dhawan offered her experience in having mandates applied to organizations receiving Federal funding. Ms. Brown said she recently attended an Airport’s Conference and there has been no determination by the FAA or ADOT affecting grant funding requiring vaccine mandates when accepting grants. She and Mr. Hinkle have, and will continue to, watch for verbiage that would affect the YCAA’s current/future grants.

After some discussion, the board unanimously agreed to not take action as the YCAA is several years away from lease termination indicating they hope issues related to the concerns expressed by the GSA would be resolved. Ms. Brown confirmed she will not open and/or sign further notices.

Mr. Craft called for a motion. No motion was made.

MILITARY LIAISON
Greg McShane, MCAS Operations Officer provided a brief update as to the status of hangar construction, announced Mike Hayes will become the new Director of Operations, MCAS is still planning to host the 2022 Yuma Airshow on March 12, 2022 with a “Go/No Go” decision on December 17, 2021. Ryan Hart of Million Air Yuma shared Million Air will provide fuel for the airshow. When asked if MCAS Yuma has a deadline for the fairgrounds to be moved, Mr. McShane said there is no deadline however moving the rides to the North side of the fairgrounds does assist temporarily however there is ongoing discussion.

5) Presentation and update regarding current construction projects, associated contracts, grant status, general aviation, marketing efforts, terminal improvements, aviation conferences, meetings and items of interest with the city and county or other federal or state agencies. This will include, but is not limited to, additional information, FAA and ADOT grant updates, an overview of projects underway, airport operations, Rolle Airfield, airline recruitment and retention efforts, general aviation, future events, and other Airport business.

Ms. Brown, Airport Director, provided a presentation on the status of airfield operations to include the runways and taxiways, American Airlines updates along with the load capacities and schedule, TSA update which included the screening throughput numbers, Airport parking lot, Rent Car update, Brewers restaurant update, facility improvementst & Interests, marketing and community outreach over the past month to include social media.

CALL TO THE PUBLIC
There were no Public Comments.

ADJOURNMENT
There being no further business before the Board the meeting adjourned at 5:13 PM.




Russell Jones
Secretary Yuma County Airport Authority; Strategic Planning Committee Chairman


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