MINUTES OF THE DALLAS-FORT WORTH INTERNATIONAL AIRPORT BOARD January 8, :30 a.m. Francisco Hernandez, Secretary Forrest Smith

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1 MINUTES OF THE DALLAS-FORT WORTH INTERNATIONAL AIRPORT BOARD January 8, :30 a.m. Convening of the Meeting The Regular Meeting of the Dallas-Fort Worth International Airport Board was duly convened and held in the Board Room of the Administration Building of the Dallas- Fort Worth International Airport at 8:30 a.m., on Thursday, January 8, 2015, pursuant to earlier notification thereof to the members of the Board and public. The following quorum was present: Lillie Biggins, Chair Regina Montoya Sam Coats, Vice Chair Curtis E. Ransom Francisco Hernandez, Secretary Forrest Smith Mayor Mike Rawlings William Tsao Mayor Betsy Price Bernice J. Washington William Meadows Darlene Freed 1 Board staff in attendance: Sean Donohue, Ken Buchanan, Jim Crites, Khaled Naja, Chris Poinsatte, Linda Valdez Thompson, Rob Darby, Elaine Rodriguez, Jeff Benvegnu, Alan Black, Zenola Campbell, Armin Cruz, Thomas Dallam, Rusty Hodapp, Robert Horton, Tamela Lee, Paul Martinez, Sharon McCloskey, Luis Perez, Mary Jo Polidore, Greg Spoon, David Magaña and Donna Schnell AGENDA A. The invocation was given by Chaplain DD Hayes. B. The Pledge of Allegiance was recited. C. Announcements by Lillie Biggins, Chair: Prior to the invocation, the passing of Jethro Pugh was announced. Jethro was a beloved Dallas Cowboy and a DFW Airport Concessionaire since Board Member Forrest Smith was recognized for his birthday on January 6. Announcements by Sean Donohue, CEO: Margo Posey, President of the DFW Minority Supplier Development Council, was introduced and presented the Airport with the Public Entity of the Year Award. Mr. Khaled Naja, the new Executive Vice President of Airport Development and Planning, was introduced. The departures of William Flowers, Vice President of IT Services, and Perfecto Solis, Vice President of Airport Development and Engineering, were announced. Both have worked for the Airport for nearly 20 years. The DFW Concessions Department s Annual End-of-Year Celebration, where concessionaires are honored for outstanding customer service, was announced. DFW Airport hosted the North Texas LEAD Candidate Networking Reception in December. 1 Non-voting Board Member from the City of Grapevine

2 On December 23 rd the Airport held its first No-Notice Emergency Operations Center drill to test the Airport s communication system for alerting employees of an emergency; the employees response time; and high-level employee knowledge of the next steps in a crisis event. DFW Media Highlights were presented. D. The minutes of the Regular Board Meeting of December 4, 2014 were approved. E. Air Service Highlights were presented by Luis Perez, VP Air Service Development. F. The Financial Report was presented by Chris Poinsatte, CFO/EVP Finance & ITS. G. The TRIP Briefing was not presented. H. Airport Headquarters Update was presented by Thomas Dallam, VP Human Resources. I. Representatives from the United Ways of Metropolitan Dallas and Tarrant County were presented a check for $445,398. The Airport s goal was $442,000. EXECUTIVE COMPENSATION COMMITTEE REPORT Executive Compensation Committee Chair Regina Montoya reported that the Committee met on Tuesday, January 6, 2015 at 12:30 p.m., in the Board Room of the Administration Building. 1. The minutes of the Executive Compensation Committee Meeting of December 2, 2014 were approved during the Committee Meeting of January 6, Action Item for Consideration 2. The Committee unanimously adopted Resolution to approve FY2015 CEO Incentive Compensation Plan. Because the Board authorized the Executive Compensation Committee to establish and approve the FY2015 Incentive Compensation Plan during the Board Meeting of December 4, 2014, no vote was taken by the full Board. RETIREMENT/INVESTMENT COMMITTEE REPORT Committee Chair William Meadows reported that the Committee met on Tuesday, January 6, 2015 at 12:45 p.m., in the Board Room of the Administration Buidling and recommended approval of the following: 3. The minutes of the Retirement/Investment Committee Meeting of December 2, 2014 were approved during the Committee Meeting of January 6, January 8, Board Meeting Minutes Page 2 of 6

3 Action Item for Consideration 4. The Airport Board unanimously adopted Resolution to approve execution of the required documents to invest DFW Retirement Funds in the ETHIKA Diversified Opportunity Real Estate Fund, in an amount not to exceed $5 million. OPERATIONS COMMITTEE REPORT Operations Committee Chair Sam Coats reported that the Committee met on Tuesday, January 6, 2015 at 1:00 p.m. in the Board Room of the Administration Building and recommended approval of the following: 5. The minutes of the Operations Committee Meeting of December 2, 2014 were approved during the Committee Meeting of January 6, Action Items for Consideration 6. The Airport Board unanimously adopted Resolution to approve execution of a Supplemental Agreement to Contract , Rehabilitate Airfield Pavements FY2015, with Parsons Transportation Group Inc., in an amount not to exceed $965, The Airport Board unanimously adopted Resolution to approve execution of Contract , Flight Identification and Tracking System (FITS) Services, with Exelis, Inc., Information Systems, in an amount not to exceed $951,000, for the initial three-year term of the Contract, with options to renew for seven additional one-year periods. 8. The Airport Board unanimously adopted Resolution to approve execution of Contract , Noise Monitoring System (NMS) Services, with Casper B.V., in an amount not to exceed $298,459, for the initial three-year term of the Contract, with options to renew for seven additional one-year periods. 9. The Airport Board unanimously adopted Resolution to approve execution of two Contracts for Lamps and Ballasts: Contract , with Crawford Electric Supply Co., Inc., in an amount not to exceed $122,585.95; and Contract , with Voss Electric Co., dba Voss Lighting, in an amount not to exceed $193, Contract is one-year, with options to renew for four additional one-year periods. Total amount of action is $316, The Airport Board unanimously Resolution to approve execution of Contract , Public Facilities Custodial Services, with PRIDE Industries One, Inc., in an amount not to exceed $3,795,197.13, for the initial three-year term of the Contract, with options to renew for two additional one-year periods. January 8, Board Meeting Minutes Page 3 of 6

4 11. The Airport Board unanimously adopted Resolution to approve execution of Contract , Terminals A and C Food Court Custodial Services, with Flagship Airport Services, Inc., in an amount not to exceed $988,601.80, for the initial one-year term of the Contract, with options to renew for four additional one-year periods. Discussion Item 12. TRIP Working Group Update was presented by Barry Kendrick, TRIP Managing Executive, during the Committee Meeting of January 6, Terminal Renewal and Improvement Program Action Item for Consideration 13. The Airport Board unanimously adopted Resolution to approve execution of a Contract Modification for additional incremental work under Supplemental Agreement 19, Contract , Terminal Renewal and Improvement Program - Terminal E Phase 3 Construction, with Manhattan/Byrne/JRT/3i, a joint venture, in an amount not to exceed $73,620,550, for a revised Contract amount not to exceed $123,335, The Transportation for Hire presentation was given by Paul Martinez, VP Operations, during the Committee Meeting of January 6, Construction and Professional Services Contract Increase(s) approved by Authorized Staff were distributed to the Board. 16. Decrease(s)/increase(s) in Scope of Work approved by Authorized Staff were distributed to the Board. FINANCE/AUDIT COMMITTEE REPORT Finance/Audit Committee Chair Francisco Hernandez reported that the Committee met on Tuesday, January 6, 2015, at 1:15 p.m., in the Board Room of the Administration Building and recommended approval of the following: 17. The minutes of the Finance/Audit Committee Meeting of December 2, 2014 were approved during the Committee Meeting of January 6, The Financial Report was presented in item F above. Consent Items for Consideration 19. The Airport Board unanimously adopted Resolution to approve execution of Contract , Federal Government Consulting Services, with Ogilvy Government Consulting Services, in an amount not to exceed $240,000, for the initial one-year term of the Contract, with options to renew for two additional one-year periods. January 8, Board Meeting Minutes Page 4 of 6

5 20. The Airport Board unanimously adopted Resolution to approve increase to Contract , IT Security, Disaster Recovery and Business Continuity Project Leader, with Randstad Professionals US, LP dba Tatum, in an amount not to exceed $100,000 for a revised Contract amount not to exceed $398, The Airport Board unanimously adopted Resolution to approve increase to Contract , Legal Services, with the firm of Harris, Finley & Bogle, P.C., in the amount not to exceed $50,000 for a revised Contract amount not to exceed of $98,750. Action Items for Consideration 22. The Airport Board unanimously adopted Resolution to approve award of Contract , Gate Attendant Services (Unarmed), to Boutchantharaj Corporation, dba DFW Security Protective Force, in an amount not to exceed $994,288.77, for the initial two-year term of the Contract, with options to renew for three additional one-year periods. 23. The Airport Board unanimously adopted Resolution to approve a request from American Airlines to exercise its option to purchase a Fokker F28-MK100 simulator (FAA ID No. 344), a Fokker F28-Mk100 flight training device (FAA ID No. 394), an ATR Cabin Emergency Evacuation Trainer and a SAAB Cabin Emergency Evacuation Trainer. 24. The Airport Board unanimously adopted Resolution to approve the Investment Policy, Investment Strategies, Approved Brokers/Dealers and Authorized Training Sources for the period of February 1, 2015 through January 31, The Monthly D/S/M/WBE Expenditure Report was distributed to the Board. 26. Purchase Orders/Contracts and Professional Services Contracts approved by Authorized Staff were distributed to the Board. 27. Permits Issued by Aviation Real Estate were distributed to the Board. CONCESSIONS/COMMERCIAL DEVELOPMENT COMMITTEE REPORT Concessions/Commercial Development Committee Chair Curtis E. Ransom reported that the Committee met on Tuesday, January 6, 2015, at 1:30 p.m. in the Board Room of the Administration Building and recommended approval of the following: 28. The minutes of the Concessions/Commercial Development Committee Meeting of December 2, 2014 were approved during the Committee Meeting of January 6, January 8, Board Meeting Minutes Page 5 of 6

6 Action Items for Consideration 29. This item was deferred at the request of staff. Approve execution of a Lease Agreement with 3200 East Airfield Drive, LLC, ("Tenant"), referred to as the Administration Building Lease, for approximately acres of land and all improvements thereon consisting of an office building and related surface parking lots and recommend approval to the Cities of Dallas and Fort Worth. 30. This item was deferred at the request of staff. Approve execution of a Lease Agreement with 2200 & 2222 South Service Road, LLC, ("Tenant"), referred to as the Business Center Lease, for approximately acres of land and all improvements thereon consisting of two office buildings and a parking garage and recommend approval to the Cities of Dallas and Fort Worth. 31. Concessions Plan Update was presented by Zenola Campbell, VP Concessions, during the Committee Meeting of January 6, Customer Satisfaction Update was presented by Sharon McCloskey, VP Marketing, during the Committee Meeting of January 6, FULL BOARD CLOSED SESSION 33. In accordance with provisions of Section of the Texas Government Code, a closed session was held for the purposes of seeking the Board s attorney s advice with respect to pending or contemplated litigation, a settlement offer, or other matters that are exempt from public disclosure under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas (Article X, Section 9 of the State Bar Rules), to wit: a) TGI Friday s OPEN SESSION 34. There were no registered speakers. 35. Next Committee meetings February 3, 2015 Next Regular Board meeting February 5, 2015 January 8, Board Meeting Minutes Page 6 of 6