agenda indianapolis airport authority march 15, 2019 8:00 am · agenda indianapolis airport...

Agenda Indianapolis Airport Authority

March 15, 2019 8:00 AM

I. Call to Order

II. Approval of Minutes of the IAA Board’s Regular Meeting of February 15, 2019.

III. Ordinances, Resolutions and Public Hearings

a) Introduction of General Ordinance No. 2-2019 establishing Public Safety Labor Ordinance.

IV. Board Reports

a) Board President’s Report

b) 2018 Sub-Committee Annual Reports (Receipt and file)

i. Finance & Audit Committee ii. Human Resources Committee

iii. Reliever Airport Committee iv. Terminal Optimization Committee (Ad Hoc)

V. Official Actions

Consider, for approval, the individual items on the IAA General Agenda, dated March 15, 2019.

VI. Staff Reports

a) Executive Director’s Report

i. Infosys Update / Acknowledgement of IAA Staff ii. 2019 Excellence in Concrete Pavement Award

iii. Air Service Update / Spirit Airlines – Maggie Bishop iv. Airports Council International (ACI) World’s 2018 Airport Service Quality Awards

Selects Indianapolis International Airport (IND) - Best Airport in North America

VII. Other Reports/Update

VIII. Board Communications

a) Next Meeting: Friday, April 19, 2019 @ 8:00 a.m.

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MINUTES Board of Directors Meeting

Indianapolis Airport Authority

The Regular Meeting of the Indianapolis Airport Authority (IAA) Board was called to order at 8:01 a.m., on February 15, 2019, in the Airport’s Board Room at Indianapolis International Airport. Present at commencement of the meeting and comprising a quorum were: Barbara Glass, President Jeffrey Gaither, Member Toby McClamroch, Member Brett Voorhies, Member Lynn Gordon, Member Mathew Whetstone, Member Brian Tuohy, IAA Board Counsel IAA Executive Staff attending: Mario Rodriguez, Executive Director Keith Berlen, Sr. Director of Operations and Public Safety Robert Thomson, Sr. Director of Finance Jarod Klaas, Sr. Director, Engineering, Planning & Development Lisa Bierman, Sr. Executive Assistant Maria Wiley, Sr. Director of Audit, Compliance & Procurement Rachel Hernandez, Sr. Director of Human Resources Bill Stinson, Sr. Director of Public Affairs Ellen Hurley, Interim General Counsel APPROVAL OF MINUTES Upon a motion by Mr. McClamroch, seconded by Mr. Gaither and unanimously passed, approval was given to the Minutes of the Regular Meeting of January 18, 2019. ORDINANCES, RESOLUTIONS AND PUBLIC HEARING President Glass introduced Mr. Robert Thomson, Sr. Director of Finance, who discussed General Ordinance No. 01-2019, establishing Airlines Rates by Ordinance, as more particularly described in BP2019-02-01. Mr. Thomson informed the Board of the need to amend a date in the ordinance. Upon a motion by Mr. McClamroch, seconded by Mr. Gordon and unanimously passed, approval was given to amend the ordinance. Next, President Glass opened a Public Hearing on this matter. There being no comments or discussion from the public, the hearing was closed. Next, upon a motion by Mr. Gaither, seconded by Mr. Whetstone, and unanimously passed, approval was given to General Ordinance 1-2019. Staff then recommended the Board consider suspension of General Ordinance 1-2019 until June 1, 2019. Upon a motion by Mr. Gordon and seconded by Mr. Gaither, and unanimously passed, suspension of the ordinance was approved.

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BOARD REPORTS President Glass presented the Subcommittee Structure for the 2019 IAA Board and noted the members and Chairperson of the various standing committees. OFFICIAL ACTIONS INTRODUCTION AND APPROVAL OF THE INDIANAPOLIS AIRPORT AUTHORITY’S GENERAL AGENDA DATED February 15, 2019: President Glass introduced and then verbally described each of the individual items listed on the General Agenda. Following a brief discussion of each listed item, President Glass asked for separate motions of approval. The following actions were then taken by the IAA Board: BP2019-02-02. Upon a motion by Mr. McClamroch, seconded by Mr. Voorhies and unanimously passed, approval was given to BP2019-02-02. Mr. Matthew Whetstone recused himself from the vote. BP2019-02-03. Upon a motion by Mr. McClamroch, seconded by Mr. Whetstone and unanimously passed, approval was given to BP2019-02-03. BP2019-02-04. Upon a motion by Mr. Voorhies, seconded by Mr. Gordon and unanimously passed, approval was given to BP2019-02-04. BP2019-02-05. Upon a motion by Mr. Gaither, seconded by Mr. Whetstone and unanimously passed, approval was given to BP2019-02-05. BP2019-02-06. Upon a motion by Mr. Whetstone, seconded by Mr. Voorhies and unanimously passed, approval was given to BP2019-02-06. BP2019-02-07. Upon a motion by Mr. Gordon, seconded by Ms. Gaither and unanimously passed, approval was given to BP2019-02-07. Mr. Toby McClamroch recused himself from the vote. BP2019-02-08. Upon a motion by Ms. Whetstone, seconded by Mr. McClamroch and unanimously passed, approval was given to BP2019-02-08. BP2019-02-09. Upon a motion by Ms. Gordon, seconded by Mr. McClamroch and unanimously passed, approval was given to BP2019-02-09. STAFF REPORTS Executive Director’s Report Mr. Rodriguez introduced the 2018 4th Quarter IAA Core Value Winners. The honored recipients are Hafedh Khemir, Parking, Core Value of Integrity; Scott Daugherty, Fire Department, Core Value of Trust; Cameron Collins, AOC, Core Value of Excellence; Joy Huggins, Human Resources, Unsung Hero; Lindsay Rozzel, Police Department, Unsung Hero; James Daugherty, Police

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Department, Customer Service Excellence; and Vincent De Joseph, Police Department, Customer Service Excellence. Mr. Rodriguez introduced Mr. Keith Berlen, Sr. Director of Operations and Public Safety, who then introduced Mr. Al Stovall, Director of Public Safety and Mr. Matt Lewis, Director of Airport Operations and Maintenance. Mr. Stovall’s responsibilities include the public safety team; AOC/EOC, Fire, Police, and Security and Badging. Mr. Lewis’s responsibilities will include airfield operations, airport maintenance, reliever airports and terminal services. Next, Mr. Rodriguez honored Mr. Daniel C. Orcutt who recently passed away. Mr. Orcutt was the Executive Director of the Indianapolis Airport Authority from 1971 to 1995. Other Reports/Updates No other reports or updates. ADJOURNMENT President Glass announced that the next IAA Board meeting is scheduled for March 15, 2019. There being no further business, the meeting was adjourned at 8:36 a.m.

INDIANAPOLIS AIRPORT AUTHORITY *

By: ________________________________

Barbara Glass, President DATED: __________________________

By: ________________________________ Mamon Powers III, Secretary

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

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IAA Board Meeting General Agenda March 15, 2019

General: Presentation: Concessions Update – David Shaw BP2019-03-01

Consider, for approval, the award of contract Food & Beverage Package #01 to SSP America to operate the Sun King Brewery, Farmer’s Market, Bento Sushi, Bub’s Burgers and Hot Box Pizza. Supplier diversity participation is ACDBE 30% (Cielo Concessions and Air Ventures).

BP2019-03-02

Consider, for approval, the award of contract for the IND Concessions Food & Beverage Package #05 and extension of existing Agreement for Harry & Izzy’s space to SSP America. Supplier diversity achieved through Concessions Food & Beverage Package #01 equals 30%.

BP2019-03-03 Consider, for approval, the award of contract for the IND Concessions Food and Beverage Package #02 to HMS Host to operate three (3) Starbucks, a combination Starbucks/Circle City News & Convenience store, The Indiana Pacers Courtside Club and Circle City Beer Garden. Supplier diversity participation is ACDBE 20% (VDV Concessions & Diversified Concessions Group).

BP2019-03-04 Consider, for approval, the award of contract for the IND Concessions Food and Beverage Package #04 to OHM Concessions Group to operate Social Cantina, two (2) Tinker Coffee locations and a Stacked Pickle. Supplier diversity participation is ACBDE 100% (OHM and Creo).

BP2019-03-05 Consider, for approval, the award of contract for the IND Concessions Food and Beverage Package #09 to HMS Host to operate Shake Shack. Supplier diversity participation is ACDBE 20% (VDV Concessions & Diversified Concessions Group).

BP2019-03-06 Consider, for approval, the award of contract for the IND Concessions Food and Beverage Package #10 to HMS Host to operate two (2) Ben’s Soft Pretzel locations. Supplier diversity participation is ACDBE 20% (VDV Concessions & Diversified Concessions Group).

BP2019-03-07 Consider, for approval, the Land and Building Lease Agreement for Building/Hangar #102 with JLA IND, LLC for an initial period of twenty-five (25) months with the option to extend the Term of this Agreement for two (2) option periods of five (5) years each.

BP2019-03-08 Consider, for approval, Ascena Retail Group, Inc.’s Foreign Trade Zone Grantee Concurrence Letter reissuance as approved by the Greater Indianapolis Foreign Trade Zone Board at its January 22, 2019 meeting.

BP2019-03-09 Consider, for approval, execution of a Professional Services contract with Oliver Wyman for completion of Project I-19-091, MRO Evaluation in an amount not-to-exceed $375,000, plus expenses.

BP2019-03-10 Consider, for approval, a Delegation of Authority to the IAA Executive Director to approve and execute a contract for professional services with Burns and McDonnell for the IMC Facility Condition Assessment.

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Capital: BP2019-03-11

Consider, for approval, an award of contract for Replace IW Tanks and Recoat Containment Area at Indianapolis International Airport to Johnson Melloh Solutions, LLC in an amount not-to-exceed $1,441,000.00 plus a 3% construction reserve of $43,230.00 for a total of $1,484,230.00. Johnson Melloh Solutions, LLC was the lowest responsive and responsible bidder. Supplier diversity participation is MBE 24.25% (Integrity Construction, Robert Haines Co., and Custom Mechanical Systems), and WBE 8.12% (HG Metals and Universal Fluid Equipment).

BP2019-03-12

Consider, for approval, a professional services contract with BSA Lifestructures, Inc. in support of the IAA’s Capital Improvement Program and Other Projects and Initiatives in an amount not-to-exceed $240,000.00.

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BOARD MEMO – SSP AMERICA

To: IAA Board of Directors

From: Marsha Stone, Sr. Director of Commercial Enterprise

Date: March 5, 2019

Board Date: March 15, 2019

Subject: Food & Beverage Package #01 Recommendation –Concession Agreement with SSP America (SSP)

Background

On December 31, 2018, Concession Agreements for 44 Food & Beverage, Retail and Service locations at

the Indianapolis Airport (IND) expired. In anticipation of this expiration date, the IAA released a “Request

for Information” (RFI) solicitation in April 2018 to procure the services of companies who were interested

in operating either Food & Beverage, Retail and/or Service concession at IND.

Due to the complexity and infrequency of the concessions refresh process, the IAA invested more than

two (2) years conducting market research, participating in, and hosting community outreach events, and

consulting with industry experts to ensure that successful respondents, which are typically awarded a ten

(10) year term, would successfully meet all of the programs objectives. As a result of this research and

planning, the IAA created fourteen (14) concessions packages that would enhance the customer

experience and allow the concessions program to remain relevant in today’s competitive and ever-

changing environment.

The IAA received responses from sixteen (16) entities that represent some of the top trending national,

regional and local brands in the Food & Beverage and Retail markets today. Over the course of five

months, the evaluation committee, comprised of four (4) members of the IAA Executive Team, supported

by numerous additional IAA subject matter experts, convened to deliberate and discuss the merits of each

submitted proposal. Industry relevant research was presented to the evaluation committee which

included industry expertise, current and future trend analysis of Airport Concessions, and projected

revenue to IND in order to assist the evaluation committee with making well-informed decisions to create

and recommend an overall Concessions Program that will surprise and delight passengers.

Twelve (12) of the sixteen (16) respondents were brought in for on-site interviews that allowed the

evaluation committee to gain a more in depth understanding of each respondents company culture,

operational structure and brand partnerships to ensure that it aligned with the overall goals and

objectives of the RFI solicitation.

Below is the 3-year scope of work and timeline associated with the Concessions Refresh Program.

2016 Quarter 1 Quarter 2

-Concessions Program Kick-off -Analysis of Existing Concessions Program -Sense of Place Research -Concessions Space Optimization Study

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-Unison Consulting On-Board -Forecasted Concessions Revenue Analysis Quarter 3 Quarter 4

-Community Outreach Sessions -Review of Passenger Intercept Survey Results -Conducted Passenger Intercept Interviews -Space Planning and Optimization of

Concessions Program


-Prime Concessionaire Industry Day -ACI-North America Concessions Presentation -Indy Chamber Outreach Event -Indianapolis City Market Outreach Session -Airport Experience Conference Presentation Quarter 3 Quarter 4

-Formation of the Terminal -Concessions Refresh Networking/ Optimization Committee Informational Outreach Event

-Concessions Packaging Planning and Analysis

2018

Quarter 1 Quarter 2 -Planning and Development of Concessions RFI -Concessions RFI Solicitation -Internal and External Stakeholders review of RFI Released to Public (April 16, 2018)

-Planning and Formation of the Concessions Evaluation Team Committee

Quarter 3 Quarter 4 -RFI Solicitation Proposals Due (July 20, 2018) -Evaluation Team Review / Recommendation -Respondent Interviews and Presentations -Construction Timeline / Phasing Development - Lease Negotiations with Respondents


-Recommendations to Board for Approval -Concessions Refresh Construction Commences

One of the main objectives in the overall Concessions Refresh was to create a “Sense of Place” and capture the spirit of Indianapolis and the Central Indiana region by increasing the representation of Indiana brands and local businesses at IND. Proposers were encouraged to highlight local products in their responses and showcase Hoosier artisans and entrepreneur’s, The Authority also recommend the inclusion of well-known national and international branded concepts to achieve a balance in its food offerings and respond to evolving passenger demographics.

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Food & Beverage Package #01 is comprised of five (5) locations, consisting of 8,863 square feet. The selection committee is recommending “SSP America” to be awarded Food & Beverage Package #01. For over 50 years, SSP America (SSP) has provided world-class hospitality and culinary excellence to millions of customers. With an estimated 2,200 restaurants in 140 airports, SSP has a portfolio consisting of over 400 of the world’s most trusted brands. Already established at IND, SSP created a successful partnership with the local owner of Harry & Izzy’s, to build a restaurant that has been recognized as the “Best in Airport Food” by passengers and industry experts. In response to the demand for local, SSP has proposed a partnership with Indianapolis-based Sun King Brewery for a microbrewery concept in Concourse B. Founded in 2009, this craft beer powerhouse has grown into one of the largest breweries in the state of Indiana and has a focus on creating traditional seasonal and unique specialty beers. Sun King Brewery will offer multiple craft beers on tap as well as tapas and other small appetizers that pair with the unique beer and spirits that the brewery develops each year. The Farmer’s Market, located in Concourse B, will feature products that are endorsed by Indiana Grown, which is an Indiana Department of Agriculture branding initiative that encourages consumers to buy and eat local products. This 3,382 sq. ft. space will showcase Indiana products in a market setting with which takes passengers on a journey from Hoosier farms to tables. SSP also proposed two (2) side-by-side concepts in the middle of Concourse A. Restaurant trends are difficult to predict, but one that shows “no sign of slowing down” (Forbes, 2018) is the demand for sushi. In response to this, SSP proposed Bento Sushi, a concept which will offer fresh, made-to-order sushi, as well as grab and go sushi options. Adjacent to Bento Sushi will be Bub’s Burgers, a locally owned and operated burger brand that is home to the Big Ugly, a 1.5-pound behemoth cheeseburger challenge that is famous for taking down food athletes across the country. A well-known locally owned favorite, Hot Box Pizza, is the third QSR in this proposal and will offer ready-made pizza and breadsticks to visitors that pass through Civic Plaza. Quick Facts MAG/Annual Rent: $928,428 (or 13% of Food and Alcohol sales) Lease Term: 10 years from completion of construction build-out ACDBE Participation: 30% Headquarters: Ashburn, VA Revenue The Concession Agreement between IAA and SSP America is either the greater of the Minimum Annual Guarantee (MAG), $928,428, or the total sales percentage rent fee of thirteen percent (13%). During each Agreement Year, the MAG will be readjusted annually at 85% of the percentage rent fee and will never be adjusted lower than the previous Agreement Year’s MAG. The total estimated sales for the duration of the ten (10) year Agreement, with an estimated 1.5% year-over-year increase is $94,197,575. The estimated revenue to the Authority during the Agreement is $12,245,685.

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Supplier Diversity Participation SSP has JV partnerships with Cielo Concessions (Cielo) and Air Ventures for ACDBE participation totaling 30%, each partner will represent 15% of the proposed ACDBE participation. Recommendation IAA staff recommends that the IAA Board consider for approval the award of contract Food & Beverage Package #01 to SSP America to operate the Sun King Brewery, Farmer’s Market, Bento Sushi, Bub’s Burgers and Hot Box Pizza. Supplier diversity participation is ACDBE 30% (Cielo Concessions and Air Ventures).

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BOARD MEMO – SSP AMERICA



Date: March 5, 2019


Subject: Food & Beverage Package #05 Recommendation –Concession Agreement with SSP America (SSP)

Background








(10) year term, would successfully meet all of the programs objectives. As a result of this research and


















-Concessions Program Kick-off -Analysis of Existing Concessions Program

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-Sense of Place Research -Concessions Space Optimization Study -Unison Consulting On-Board -Forecasted Concessions Revenue Analysis Quarter 3 Quarter 4


Concessions Program





2018






One of the main objectives in the overall Concessions Refresh was to create a “Sense of Place” and capture the spirit of Indianapolis and the Central Indiana region by increasing the representation of Indiana brands and local businesses at IND. Proposers were encouraged to highlight local products in their responses and showcase Hoosier artisans and entrepreneur’s, The Authority also recommend the inclusion of well-known national and international branded concepts to achieve a balance in its food offerings and respond to evolving passenger demographics.

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Food & Beverage Package #05 is comprised of one (1) location, consisting of 1,697 square feet. The selection committee is recommending “SSP America” to be awarded Food & Beverage Package #05. For over 50 years, SSP America (SSP) has provided world-class hospitality and culinary excellence to millions of customers. With an estimated 2,200 restaurants in 140 airports, SSP has a portfolio consisting of over 400 of the world’s most trusted brands. Already established at IND, SSP created a successful partnership with the local owner of Harry & Izzy’s, to build a restaurant that has been recognized as the “Best in Airport Food” by passengers and industry experts. SSP’s proposal hopes to build on their fruitful partnership with Indiana native, Craig Huse to improve operational challenges and expand the iconic brand in order to accommodate more passengers. This proposed Agreement with SSP will include a 1,697 sq. ft. expansion of the Harry & Izzy’s (H&I) concept in Concourse A. The existing H&I space is 3,450 sq. ft. and is set to expire on December 31, 2023. With this proposed expansion, SSP is requesting a new 10-year term for the overall 5,147 square foot location. To enhance the customer experience, the bar will be extended to include a raw bar featuring their famous shrimp cocktail with a wine display added to showcase the wide selection of wines available. SSP’s strategy in creating this larger space will allow for more seating capacity which translates into increased customer satisfaction and increased local brand presence with a potential for increased revenue to the Airport. In 2018, sales for the current location almost surpassed $5 million and was listed in Forbes magazine as one of the “6 Great Reasons to Visit America’s Most Underrated City Right Now.” (Forbes.com, 2018) H&I has outgrown their current space and with this remodel, the intent is to elevate customer experience through expanding the bar presence, creating a cocktail sauce mixing station, offering a grab and go window and providing more seating for passengers. Quick Facts Proposed Expansion space MAG/Annual Rent: $143,736 (or 16% of Food and Alcohol sales) Existing H&I MAG/Annual Rent: $438,910 (or 12.5% of Food Sales and 14.5% of Alcohol Sales) New H&I MAG/Annual Rent $582,646.45 (or 16% of Food and Alcohol sales) (Expansion + Existing Space) Lease Term: 10 years from completion of construction build-out ACDBE Participation: 0% Headquarters: Ashburn, VA Revenue The Concession Agreement between IAA and SSP America is either the greater of the Minimum Annual Guarantee (MAG $ of 582,646.45 per year, or the total sales percentage rent fee of sixteen percent (16%). During each Agreement Year, the MAG will be readjusted annually at 85% of the percentage rent fee and will never be adjusted lower than the previous Agreement Year’s MAG. The total estimated sales for the

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duration of the ten (10) year Agreement, with an estimated 1.5% year-over-year increase is $76,659,378. The estimated revenue to the Authority during the Agreement is $12,265,50. Supplier Diversity Participation There is no supplier diversity participation in this proposal. SSP has committed to demonstrate a good faith effort to meet the 12% ACDBE goal across packages FB01 & FB05. Recommendation IAA staff recommends that the IAA Board consider for approval the award of contract for the IND Concessions Food & Beverage Package #05 and extension of existing Agreement for Harry & Izzy’s space to SSP America. Supplier diversity achieved through Concessions Food & Beverage Package #01 equals 30%.

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BOARD MEMO – HMS HOST



Date: March 5, 2019


Subject: Food & Beverage Package #02 –Concession Agreement with HMS HOST (HMS)

Background








(10) year term, would successfully meet all the programs objectives. As a result of this research and



















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Concessions Program





2018






One of the main objectives in the overall Concessions Refresh was to create a “Sense of Place” and capture the spirit of Indianapolis and the Central Indiana region by increasing the representation of Indiana brands and local businesses at IND. Proposers were encouraged to highlight local products in their responses and showcase Hoosier artisans and entrepreneur’s, The Authority also recommend the inclusion of well-known national and international branded concepts to achieve a balance in its food offerings and respond to evolving passenger demographics. Food & Beverage Package #02 is comprised of six (6) locations, consisting of 11,202 square feet.

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The selection committee is recommending “HMS Host” to be awarded Food & Beverage Package #02. Since it’s founding in 1999, HMS Host (HMS) has grown into one of the leading travel venue restauranteurs in the world. Operating in over 120 airports around the world, including 76 here in the United States, HMS boasts an unmatched portfolio of 300+ local, specialty, national and proprietary brands including an exclusive partnership with Starbucks Coffee. In 2018, HMS was recognized as the Best Overall Food & Beverage Operator by Airport Revenue News for the eleventh consecutive year and are regularly recognized for their innovate initiatives. As the exclusive airport provider of Starbucks in North America, HMS has proposed four (4) Starbucks locations, one in each of Concourse, one in Civic Plaza and one in Baggage Claim. The Starbucks in Baggage Claim will include a news and convenience component called, Circle City News. In 2018, the Moodie Davitt Report ranked Starbucks on their 100 Best Global Brands list and included it on their top 20 most valued brands as voted by those under-30 years old. (Moodie Davitt Report, Oct. 2018). At IND, the Starbucks brand has seen a steady year-over-year sales increase and is a destination for travelers. An Indiana Pacers Courtside Club has been proposed as the full-service restaurant in this package. The Pacers Club concept will give visitors a “court-side” view of Civic Plaza and feature a menu inclusive of the Indiana Pacers player’s favorite dishes. The Pacers Club will showcase an interactive pop-a-shot basketball game and Indiana Pacer’s memorabilia that will introduce Pacers basketball to a whole new generation of travelers. The Circle City Beer Garden has been proposed as the microbrewery/craft beer tap room concept. This This open concept will provide visitors a chance to sample Indiana-made craft beers with a menu that offers tapas and small appetizers featuring the famous local charcuterie company, Smoking Goose. Quick Facts MAG/Annual Rent: $717,267 (or 11% of Food and Alcohol sales) Lease Term: 10 years from completion of construction build-out ACDBE Participation: 20% Headquarters: Bethesda, MD Revenue The Concession Agreement between IAA and HMS Host is either the greater of the Minimum Annual Guarantee (MAG), $717,267, or the total sales percentage rent fee of eleven percent (11%). During each Agreement Year, the MAG will be readjusted annually at 85% of the percentage rent fee and will never be adjusted lower than the previous Agreement Year’s MAG. The total estimated sales for the duration of the ten (10) year Agreement, with an estimated 1.5% year-over-year increase is $90,989,060. The estimated revenue to the Authority during the Agreement is $10,008,796. Supplier Diversity Participation HMS Host has JV partnerships with VDV Concessions (VDV) and Diversified Concessions Group (DCG) for ACDBE participation totaling 20%, each partner will represent 10% of the proposed ACDBE participation.

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Recommendation IAA staff recommends that the IAA Board consider for approval the award of contract for the IND Concessions Food and Beverage Package #02 to HMS Host to operate three (3) Starbucks, a combination Starbucks/Circle City News & Convenience store, The Indiana Pacers Courtside Club and Circle City Beer Garden. Supplier diversity participation is ACDBE 20% (VDV Concessions & Diversified Concessions Group).

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BOARD MEMO – OHM CONCESSION GROUP



Date: March 5, 2019


Subject: Food & Beverage Package #04 –Concession Agreement with OHM Concession Group

Background





















evaluation committee to gain a more in depth understanding of each respondents’ company culture,






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Concessions Program





2018






One of the main objectives in the overall Concessions Refresh was to create a “Sense of Place” and capture the spirit of Indianapolis and the Central Indiana region by increasing the representation of Indiana brands and local businesses at IND. Proposers were encouraged to highlight local products in their responses and showcase Hoosier artisans and entrepreneur’s, The Authority also recommend the inclusion of well-known national and international branded concepts to achieve a balance in its food offerings and respond to evolving passenger demographics. Food & Beverage Package #04 is comprised of three (3) locations, consisting of 5,683 square feet.

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The selection committee is recommending “OHM Concession Group” to be awarded Food & Beverage Package #04. Founded in 1997, Outstanding Hospitality Management Concession Group (OHM) has grown into one of the leading ACDBE concessions operation in the travel industry. OHM has been recognized by Airport Revenue News as one of the “Best ACDBE Operators” which is due to OHM’s passion for excellence and commitment to superior customer service. OHM’s portfolio includes 46 locations in 10 airports with expansion plans in 2019. The proposal for this package includes a partnership with Creo Inc. which is a locally-owned, ACDBE business. Creo Inc. will be involved with managing IT functions for all the locations and plans to expand into the Concessions business under the guidance of OHM founder, Milan Patel. In alignment with the IND vision of bringing local business concepts into the airport, OHM has proposed Tinker Coffee, Social Cantina and Stacked Pickle. To fulfill the Authority’s request for a Local Specialty Coffee concept, OHM has proposed Tinker Coffee in Concourse B. Recent Food and Beverage trends have shown growth in the Third Wave coffee movement which introduces coffee as an artisanal beverage creation rather than a commodity. By focusing on education and production methods, this movement aspires to the highest form of culinary appreciation. Patrons may appreciate the subtleties of flavor, varietal and growing regions of the coffee beans, thereby elevating the overall experience. Hoosier natives and Tinker co-founders, Jeff Johnson and Stephen Hall have created a way to bring this movement to Indianapolis by making their unique coffee blends accessible to show people how fun and delicious a perfect cup of coffee can be. The second location in this package will blend the Tinker Coffee concept with Social Cantina, a sit-down Mexican cuisine concept. A brainchild of Indiana native Nathan Finney, Social Cantina features a tequila wall, salsa flights, 12 kinds of tacos and on-tap Margaritas. Passengers will be delighted to discover this concept that offers a twist on ordinary Mexican cuisine with authentic flavors found at the heart of the street fare style food served here. Social Cantina will be located at the end of Concourse A. In a nod to the sports-centered community that Indiana is well-known for, OHM has proposed Stacked Pickle at the end of Concourse A as the third location in this package. Voted as “#1 Neighborhood Sports Bar” in 2017 by Indy A List, Stacked Pickle was established in 2010 by former Indianapolis Colts player, Gary Brackett and offers a fully immersive sports environment, complete with multiple projectors and plasma TV’s which allows fans to view multiple games from all angles. Quick Facts MAG/Annual Rent: $401,451 or (13% of food sales and 15% of alcohol sales) Lease Term: 10 years from completion of construction build-out ACDBE Participation: 100% Headquarters: Woodson Terrace, MO Revenue The Concession Agreement between IAA and OHM is either the greater of the Minimum Annual Guarantee (MAG), $401,451, or the total sales percentage rent fee of 13% of food sales and 15% of alcohol sales. During each Agreement Year, the MAG will be readjusted annually at 85% of the percentage rent

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fee and will never be adjusted lower than the previous Agreement Year’s MAG. The total estimated sales for the duration of the ten (10) year Agreement, with an estimated 1.5% year-over-year increase is $63,146,058. The estimated revenue to the Authority during the Agreement is $8,208,988. Supplier Diversity Participation OHM Concessions Group is ACDBE certified in Indiana and has a JV partnership with local ACDBE company, Creo Technology, Inc (Creo). The total ACDBE participation in this package will be 100% Recommendation IAA staff recommends that the IAA Board consider for approval the award of contract for the IND Concessions Food and Beverage Package #04 to OHM Concessions Group to operate Social Cantina, two (2) Tinker Coffee locations and a Stacked Pickle. Supplier diversity participation is ACBDE 100% (OHM and Creo).

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Date: March 5, 2019


Subject: Food & Beverage Package #09 – Concession Agreement with HMS HOST (HMS)

Background





















evaluation committee to gain a more in depth understanding of each respondent’s company culture,






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Concessions Program





2018






One of the main objectives in the overall Concessions Refresh was to create a “Sense of Place” and capture the spirit of Indianapolis and the Central Indiana region by increasing the representation of Indiana brands and local businesses at IND. Proposers were encouraged to highlight local products in their responses and showcase Hoosier artisans and entrepreneur’s, The Authority also recommends the inclusion of well-known national and international branded concepts to achieve a balance in its food offerings and respond to evolving passenger demographics. Food & Beverage Package #09 is comprised of one (1) location, consisting of 745 square feet.

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The selection committee is recommending “HMS Host” to be awarded Food & Beverage Package #09. Since its founding in 1999, HMS Host (HMS) has grown into one of the leading travel venue restauranteurs in the world. Operating in over 120 airports around the world, including 76 here in the United States, HMS boasts an unmatched portfolio of 300+ local, specialty, national and proprietary brands including an exclusive partnership with Starbucks Coffee. In 2018, HMS was recognized as the Best Overall Food & Beverage Operator by Airport Revenue News for the eleventh consecutive year and are regularly recognized for their innovate initiatives. HMS has proposed the fast-casual restaurant, Shake Shack, for the location in Concourse B with a menu featuring burgers, fries, milkshakes and a robust breakfast menu. Founded in 2001, Shake Shack offers fresh, simple, high-quality versions of the classic burger and was named one of “The 20 Most Important Restaurants in America” by Bon Appetit magazine. Proving that customer service is a priority, and in alignment with the healthy food trends customers demand, the menu features all-natural, hormone and antibiotic free Angus beef. Currently, it operates more than 200 restaurants worldwide, including locations at LaGuardia, LAX, Hartsfield-Jackson, and DXB Dubai International Airports, with plans to expand into other airports in 2019. IND will feature the first Shake Shack in Indiana and will offer this popular roadside burger dining experience to delight passengers for the next ten years. Quick Facts MAG/Annual Rent: $158,572 (tiered scale)

• $0-$2,750,000 = 13% of sales

• >$2,750,000 = 15% of sales Lease Term: 10 years from completion of construction build-out on HMS Host Package build out ACDBE Participation: 20% Headquarters: Bethesda, MD Revenue The Concession Agreement between IAA and HMS Host is either the greater of the Minimum Annual Guarantee (MAG), $158,572, or the total sales percentage rent fee on a tiered scale. During each Agreement Year, the MAG will be readjusted annually at 85% of the percentage rent fee and will never be adjusted lower than the previous Agreement Year’s MAG. The total estimated sales for the duration of the ten (10) year Agreement, with an estimated 1.5% year-over-year increase is $26,655,321. The estimated revenue to the Authority during the Agreement is $3,465,192. Supplier Diversity Participation HMS Host has JV partnerships with VDV Concessions (VDV) and Diversified Concessions Group (DCG) for ACDBE participation totaling 20%, each partner will represent 10% of the proposed ACDBE.

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Recommendation IAA staff recommends that the IAA Board consider for approval the award of contract for the IND Concessions Food and Beverage Package #09 to HMS Host to operate Shake Shack. Supplier diversity participation is ACDBE 20% (VDV Concessions & Diversified Concessions Group).

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Date: March 5, 2019


Subject: Food & Beverage Package #10–Concession Agreement with HMS HOST (HMS)

Background





















evaluation committee to gain a more in depth understanding of each respondent’s company culture,






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Concessions Program





2018






One of the main objectives in the overall Concessions Refresh was to create a “Sense of Place” and capture the spirit of Indianapolis and the Central Indiana region by increasing the representation of Indiana brands and local businesses at IND. Proposers were encouraged to highlight local products in their responses and showcase Hoosier artisans and entrepreneur’s, The Authority also recommend the inclusion of well-known national and international branded concepts to achieve a balance in its food offerings and respond to evolving passenger demographics. Food & Beverage Package #10 is comprised of two (2) locations, consisting of 804 square feet.

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The selection committee is recommending “HMS Host” to be awarded Food & Beverage Package #10. Since its founding in 1999, HMS Host (HMS) has grown into one of the leading travel venue restauranteurs in the world. Operating in over 120 airports around the world, including 76 here in the United States, HMS boasts an unmatched portfolio of 300+ local, specialty, national and proprietary brands including an exclusive partnership with Starbucks Coffee. In 2018, HMS was recognized as the Best Overall Food & Beverage Operator by Airport Revenue News for the eleventh consecutive year and are regularly recognized for their innovate initiatives. HMS has proposed Ben’s Soft Pretzels (Ben’s), for the two (2) locations in Concourse A and Concourse B. Since its 2008 launch at a farmer’s market in Goshen, IN, Ben’s delicious pretzels have been featured on national TV programs such as The Today Show and ESPN Game Day and was recognized in Entrepreneur magazine as one of the Top New Franchises of 2017. The company has immersed itself in Hoosier culture through its partnerships with Purdue, IU, Notre Dame, the Indiana Pacers and the Indiana State Fair and operates 43 locations throughout the state. With unique flavor combinations and breakfast options served on their famous pretzel rolls, the addition of Ben’s will ensure that passengers “Have a Pretzel Day.” Quick Facts MAG/Annual Rent: $121,009 (tiered scale)

• $0-$1,000,000 = 12% of sales

• >$1,000,000 = 15% of sales Lease Term: 10 years from completion of construction build-out on HMS Host Package build out ACDBE Participation: 20% Headquarters: Bethesda, MD Revenue The Concession Agreement between IAA and HMS Host is either the greater of the Minimum Annual Guarantee (MAG), $158,572, or the total sales percentage rent fee on a tiered scale. During each Agreement Year, the MAG will be readjusted annually at 85% of the percentage rent fee and will never be adjusted lower than the previous Agreement Year’s MAG. The total estimated sales for the duration of the ten (10) year Agreement, with an estimated 1.5% year-over-year increase is $13,761,870. The estimated revenue to the Authority during the Agreement is $1,863,879. Supplier Diversity Participation HMS Host has JV partnerships with VDV Concessions (VDV) and Diversified Concessions Group (DCG) for ACDBE participation totaling 20%, each partner will represent 10% of the proposed ACDBE.

Recommendation IAA staff recommends that the IAA Board consider for approval the award of contract for the IND Concessions Food and Beverage Package #10 to HMS Host to operate two (2) Ben’s Soft Pretzel locations. Supplier diversity participation is ACDBE 20% (VDV Concessions & Diversified Concessions Group).

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To: IAA Board of Directors From: Marsha Stone, Sr. Director of Commercial Enterprise Date: February 26, 2019 Board Date: March 15, 2019 Subject: Land and Building Lease Agreement with JLA IND, LLC d/b/a Jet Linx Aviation,

LLC Background Due to the expansion of their charter jet business, JLA IND, LLC (Jet Linx Aviation, LLC) requires additional space to store aircraft. For this reason, representatives from IAA and Jet Linx staff have negotiated an additional Land and Building Lease Agreement for Building/Hangar #102 located at 6427 Pierson Drive which was formally leased to Hawker Beechcraft.

Scope Staff requests the IAA Board execute the Land and Building Lease Agreement with JLA IND, LLC. The term of the Agreement is for a period of twenty-five (25) months commencing April 1, 2019 and terminating April 30, 2021. JLA IND, LLC will have the option to extend the term of the Agreement for two (2) option periods of five (5) years. Due to the location of Building #102, which is on the east side of the airport, there exists the potential for redevelopment in this area; therefore, both the IAA and JLA IND, LLC have to mutually agree to the exercising of each option period.

Schedule March 15, 2019: IAA Board approval of Land and Building Lease Agreement with JLA IND, LLC.

Revenue and/or Operating Cost Implications Revenue Revenue: During the initial term of twenty-five (25) months JLA IND, LLC will pay the following annual rental rates for Building #102:

• April 1, 2019 through April 30, 2021 - $48,121.72 annually

• May 1, 2021 through April 30, 2026 - $48,121.72 annually plus the percentage increase in the Consumer Price Index as reflected in the “United States Bureau of Labor Statistics, Consumer Price Index, All Urban” from the month of March of each year of the proceeding

BOARD MEMO- LAND AND BUILDING LEASE AGREEMENT

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applicable Rental Adjustment Date. This new annual amount is referred to as “Option 1 base rate.”

• May 1, 2026 through April 30, 2031 – The annual “Option 1 base rate” amount plus the percentage change in the Consumer Price Index as reflected in the “United States Bureau of Labor Statistics, Consumer Price Index, All Urban” from the month of March of each year of the proceeding applicable Rental Adjustment Date. This new annual amount is referred to as “Option 2 base rate.”

Operating Cost: JLA IND, LLC will be responsible for all utilities, maintenance, and operating costs of Building #102 during the lease term.

Supplier Diversity Participation N/A Recommendation IAA staff recommends that the IAA Board consider for approval the Land and Building Lease Agreement for Building/Hangar #102 with JLA IND, LLC for an initial period of twenty-five (25) months with the option to extend the Term of this Agreement for two (2) option periods of five (5) years each.

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N

To: IAA Board of Directors From: Marsha Stone, Sr. Director of Commercial Enterprise Date: February 21, 2019 Board Date: March 15, 2019 Subject: Ascena Retail Group, Inc. - Foreign Trade Zone Grantee Concurrence Letter Background The Indianapolis Airport Authority (IAA) is the Foreign Trade Zone (FTZ) “Grantee” representing Central Indiana communities. In 1981, IAA created a separate company, the Greater Indianapolis Foreign Trade Zone, Inc. (GIFTZ), a not-for-profit 501C (6), to administer the FTZ program.

Ascena Retail Group, Inc. is requesting the reissuance of a Grantee Concurrence Letter due to delays in activating its distribution facility, located at 1901 IN-240 Greencastle, IN. The IAA Board previously approved Ascena’s Grantee Concurrence Letter and FTZ Operator Agreement on January 26, 2016. This FTZ designation was pursued to expand the business and improve efficiency in its 1,382,149 square foot facility. Ascena is a leading female apparel retailer distributor, operating through its wholly-owned subsidiaries: Dressbarn, Maurices, Justice, Lane Bryant, Catherines, Ann Taylor, LOFT and Lou & Gray brands.

Scope

The GIFTZ Board supports the IAA Board’s execution of the Grantee Concurrence Letter. Schedule

January 22, 2019: GIFTZ Board approved Grantee Concurrence Letter reissuance. March 15, 2019: Upon IAA approval, execution of the Grantee Concurrence Letter by

the IAA Board. March 29, 2019: Anticipated approval from the FTZ Board, Washington, D.C. Activation

date to follow.

BOARD MEMO – ASCENA RETAIL GROUP, INC., FOREIGN TRADE ZONE

GRANTEE CONCURRENCE LETTER

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Revenue and/or Operating Cost Implications Revenue: Anticipated revenue impact is $48,000/annum additional fees to the GIFTZ. Operating Costs: The GIFTZ has no additional costs associated with the application and designation process.

Supplier Diversity Participation Not applicable. Recommendation The IAA Staff recommends the IAA Board consider for approval Ascena Retail Group, Inc.’s Foreign Trade Zone Grantee Concurrence Letter reissuance as approved by the Greater Indianapolis Foreign Trade Zone Board at its January 22, 2019 meeting.

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N

To: IAA Board of Directors From: Marsha Stone, Sr. Director of Commercial Enterprise Date: February 26, 2019 Board Date: March 15, 2019 Subject: Professional Services Contract with Oliver Wyman

Background The Indianapolis Maintenance Center (IMC), a 1.6 million square foot facility, was first constructed in 1993 as a United Airlines aircraft maintenance center. In 2003 it reverted to the IAA as part of the United Airlines bankruptcy and has since been utilized for a variety of operations and functions, including office space, warehousing, and as a Maintenance, Repair, Overhaul organization (MRO). A Settlement Agreement (Agreement) was created between the IAA and a Trustee representing the holders of the Special Facility Bonds utilized to finance construction of the facility. As part of the Agreement the revenue generated by and through operations of the IMC are used to reimburse the IAA for all associated operating expenditures. However, the Agreement does not provide for reimbursement of Capital Improvement Projects (CIP). To date the IAA has expended in excess of $16.8M in CIP funds towards preservation and modification improvements at the IMC. Currently the IAA has budgeted $7.5M for IMC projects in the 2019 CIP. Due to the age and size of the facility, the amount of CIP funds necessary to preserve and maintain the facility is anticipated to rise in the coming years. Scope Staff seeks to understand the viability of the IMC and the MRO market, competition and demand for the next 10-20 years. The MRO industry is highly specialized and competitive, requiring extensive research to understand airlines’ market demand based on age of fleet and fleet strategies across a very broad global landscape for aircraft maintenance, along with an understanding of workforce availability and pipelines to support aircraft maintenance activities and technological advances. Separately, staff will also seek to engage expertise to perform a facility analysis to quantify the amount of CIP funds that will be needed to preserve and maintain the facility over the same duration.

BOARD MEMO – MRO EVALUATION, PROJECT NO. I-19-091

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The intent of this MRO Evaluation project is to;

• Identify challenges and opportunities within the MRO industry which could impact the usability/viability of the IMC 10 -20 years into the future;

• Identify technological innovations which could impact the functionality/usability of the IMC as a viable facility for aircraft maintenance;

• Provide analysis of impacts to the MRO industry which could impact the demand for the IMC; and

• Identify potential alternative uses for the IMC. The project scope will include an in-depth analysis of the MRO’s, commercial and military operators (airlines), as well as a look at manufacturers’ delivery projections and skilled labor outputs from educational institutions. Project deliverables will be divided into three focus areas;

• Market Demand

• Supply Side and Competitive Environment

• Market Opportunities and Strategies Oliver Wyman is a global management consulting and services firm experienced in MRO facilities, aircraft fleet and airframe maintenance demand and was vetted by Staff through a solicitation for qualifications process as the best candidate to perform these services for IAA. Schedule March 15, 2019 IAA Board consideration of approval a contract for Professional

Services with Oliver Wyman for performance of an MRO Evaluation June 2019 Completion of deliverables by Oliver Wyman and review with staff Revenue and/or Operating Cost Implications Revenue: There are no revenue expectations associated with this project.

Operating Costs: Professional fees total $375,000 plus expenses (16%). This includes a discount ($46,000) for parallel efficiencies gained by performing all three (3) focus areas. Total project cost, including expenses, will not exceed $435,000. As a point of reference, IAA engaged a similar MRO analysis and support in finding a tenant for the facility in 2003/2004 when the facility reverted to IAA following United Airline’s bankruptcy. Strand Associates performed this analysis at a cost of approximately $478,000, which represents approximately $650,000 in 2018 dollars.

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Supplier Diversity Participation There is no supplier diversity participation with this consultancy due to the specialized nature of the work.

Recommendation IAA staff recommends the IAA Board consider for approval execution of a Professional Services contract with Oliver Wyman for completion of Project I-19-091, MRO Evaluation in an amount not-to-exceed $375,000, plus expenses.

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To: IAA Board of Directors From: Jarod Klaas, P.E., Senior Director of Planning & Development Date: March 5, 2019 Board Date: March 15, 2019 Subject: Delegation of Authority for Indianapolis Maintenance Center (IMC) Facility

Condition Assessment at Indianapolis International Airport, Project No. I-19-090

Background The Indianapolis Maintenance Center (IMC) was first constructed in 1993 as a United Airlines MRO. In 2003 it reverted to the IAA as part of United Airlines bankruptcy and has since been utilized for a variety of operations and functions, including office space, warehousing, and as an MRO.

The objective of this project is the preparation of a Facility Condition Assessment Report that will be used by the IAA to develop a 20 Year Capital Asset Management Plan for this facility. On November 1, 2018, the IAA Staff issued a Request for Qualifications (RFQ) for Professional Services for the IMC Facility Assessment with Responses due December 10, 2018. Nine (9) statement of Qualifications (SOQs) were received. A review committee made up of four (4) IAA representative reviewed and ranked the SOQs, with Burns & McDonnell being ranked by the committee as the best qualified to provide the professional services needed. Scope The general scope consists of various consulting services required to perform a physical assessment of the IMC facility to evaluate its current condition at a programmatic planning level. Budget The estimated fee for this facility assessment is $350,000.00 and will be funded by the operating budget. Expected Deliverables: Deliverables will include a Facility Condition Assessment Report, and accompanying data, which will identify and summarize the physical condition of the facility.

BOARD MEMO – DELEGATION OF AUTHORITY

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In order to maintain the current schedule and provide necessary due diligence for scope and fee, a Delegation of Authority to the IAA Executive Director to approve and execute a contract for professional services is requested. This project will be 100% Airport cash funded. Schedule Contract award anticipated March 2019 with a draft report and supporting documentation expected in June 2019 to coincide with the IMC MRO evaluation. Supplier Diversity Participation Various consulting services will be required to perform the assessment and have not been selected at the time in the scope for negotiation; therefore, the IAA will review and assess the potential Supplier Diversity participation as the consulting services are identified and confirmed. Recommendation The IAA staff recommends the IAA Board consider for approval a Delegation of Authority to the IAA Executive Director to approve and execute a contract for professional services with Burns and McDonnell for the IMC Facility Condition Assessment.

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To: IAA Board of Directors From: Jarod Klaas, P.E., Senior Director of Planning & Development Date: March 5, 2019 Board Date: March 15, 2019 Subject: Award of Construction Contract with Johnson Melloh Solutions, LLC for IMC -

Replacement of IW Tanks at Indianapolis International Airport (Project No. I-19-043)

Background The Indianapolis Maintenance Center (IMC) was built in 1994. The Central Energy Plant is situated on the site of the IMC and provides hot and chilled water for the IMC and the Indianapolis International Airport Terminal. North of the IMC are three industrial wastewater tanks (IW) in a concrete containment enclosure. The IW tanks have an interior coating to prevent leakage, whereas the concrete containment enclosure has an interior protective coating which acts as a secondary barrier. The condition of the 20-year-old tanks and concrete enclosure compromised their ability to prevent leakage or contain any spillage that might occur. Environmental regulations required these tanks and enclosure have these safeguards. On March 1, 2018, a Task Order was issued to Michael Baker International through their 2017 On-Call Contract for the preliminary design for the replacement of the IW tanks and re-coating the containment area. On August 1, 2018, Task Order No. 1 was issued to Michael Baker International through their 2018 On-Call Contract for design and contruction administration. On October 17, 2018, Task Order No. 3 was issued to Argo Consulting Engineers through their 2018 On-Call Contract for Peer Review of the design work by Michael Baker International. On January 10, 2019, the IAA Executive Director approved plans and specifications and authorized the public bidding process for IMC-Recoating of IW Tanks and Tank Containment Area at Indianapolis International Airport as prepared by Michael Baker International. On February 15, 2019, the IAA staff received one bid. The project contained a base bid only. The bid was $1,441,000.00. Johnson Melloh Solutions, LLC was the lowest responsive and responsible bidder in the amount of $1,441,000.00.

BOARD MEMO-CONTRACT AWARD

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In addition to the contract amount, IAA staff is requesting a construction reserve of 3% of the total contract amount for this project. A construction reserve of 3% has previously been approved by the IAA Board on other projects 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. Change orders exceeding the construction reserve will be submitted to the IAA Board for approval. Scope Replace IW tanks 1, 3, and 6, and recoat enclosure; and recoat the enclosure for IW tanks 7, and 8. Budget The Johnson Melloh Solutions, Inc. contract is $1,441,000.00, which is within the approved 2019 Capital Budget for IMC – Replacement of IW Tanks.

IMC - Replacement of IW Tanks

Contract Amount (including 3% reserve) 1,484,230.00$

Design (Michael Baker International) 140,241.99

Peer Review (Argo Consulting Engineers) 12,680.00

Advertisements for bid 340.50

Total Anticipated Project Cost 1,637,492.49$ This project will be 100% Airport cash funded. This project is being undertaken to repair existing infrastructure integral to the continued operation of the airport. As a result of the critical nature of the repairs, this project is exempt under the Authority's hurdle rate policy and has not been subjected to an internal rate of return calculation. Schedule Contract award is anticipated March 15, 2019 and the substantial completion is expected to occur in November 2019. Supplier Diversity Participation The Director of Supplier Diversity has approved the following:

MBE WBE VBE MBE WBE VBEHG Metals -$ 57,151.80$ -$ 0.00% 3.97% 0.00%

Integrity Construction 83,973.60 - - 5.83% 0.00% 0.00%Robert Haines Co. 97,254.00 - - 6.75% 0.00% 0.00%Custom Mechanical 168,285.60 - - 11.68% 0.00% 0.00%

Universal Fluid Equipment - 59,863.60 - 0.00% 4.15% 0.00%Totals 349,513.20$ 117,015.40$ -$ 24.25% 8.12% 0.00%

Firm%Amount

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Recommendation The IAA staff recommends the IAA Board consider for approval an award of contract for Replace IW Tanks and Recoat Containment Area at Indianapolis International Airport to Johnson Melloh Solutions, LLC in an amount not-to-exceed $1,441,000.00 plus a 3% construction reserve of $43,230.00 for a total of $1,484,230.00. Johnson Melloh Solutions, LLC was the lowest responsive and responsible bidder. Supplier diversity participation is MBE 24.25% (Integrity Construction, Robert Haines Co., and Custom Mechanical Systems), and WBE 8.12% (HG Metals and Universal Fluid Equipment).

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To: IAA Board of Directors From: Jarod Klaas, P.E., Senior Director of Planning & Development Date: March 5, 2019 Board Date: March 15, 2019 Subject: Approval of Professional Services Contract with BSA Lifestructures, Inc. for Staff

Augmentation & Project Management Services in Support of the Indianapolis Airport Authority’s (IAA’s) Capital Improvement Program and Other Projects and Initiatives for the Indianapolis Airport Authority

Background Due to the increase in the IAA Capital Program over the last several years, additional project management services have been needed. Therefore, on October 13, 2017, the IAA issued a Request for Qualifications (RFQ) for Staff Augmentation and Project Management Services with responses due on November 17, 2017. Seventeen (17) Statement of Qualifications (SOQs) were received. IAA representatives reviewed and ranked the SOQs, and selected BSA Lifestructures, Inc. (BSA) based on their experience as Program Manager and Owner’s Technical Representative for the midfield terminal project. Therefore, in April of 2017, the IAA entered into a contract with BSA for a one-year (1) term, with the option of four one (1) year renewals. At this time, BSA is providing project management staff support on critical IAA projects. Given the need for these services, the IAA Staff is seeking to renew BSA’s Professional Services Contract for a one (1) year term. Scope The contract will provide professional services in support of IAA’s Capital Improvement Program and other projects and initiatives for an estimated 2,000 hours in 2019-2020. Budget The BSA Lifestructures, Inc. contract is for $240,000.00. The funding will be financed through the 2019 Operating Budget and projects approved in the 2019 capital budget. Schedule The term of this contract is expected to begin April 20, 2019 and conclude April 20, 2020.

BOARD MEMO – CONTRACT AWARD

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Supplier Diversity Participation BSA Lifestructures, Inc. is not a diverse business enterprise. Given the nature of this staff augmentation contract, which utilizes a single individual, there is no opportunity for supplier diversity participation. Recommendation The IAA staff recommends the IAA Board consider for approval a professional services contract with BSA Lifestructures, Inc. in support of the IAA’s Capital Improvement Program and Other Projects and Initiatives in an amount not-to-exceed $240,000.00.

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