National September 11 Memorial and Museum at the World Trade Center Foundation, Inc. Minutes of a Meeting of the Board of Directors July 30, 2009 A meeting of the Board of Directors of the National September 11 Memorial and Museum at the World Trade Center Foundation, Inc. (the National Memorial ) was held at Gracie Mansion, 88th Street and East End Avenue, New York, NY on July 30, 2009. Directors in Attendance: Mayor Michael R. Bloomberg, Chairman Virginia Bauer David Beamer Paula Grant Berry Frank Bisignano John Cahill Russell Carson Keating Crown (via phone) Samuel DiPiazza Christine A. Ferer Vartan Greogrian Patricia E. Harris Gerald Hassell Lee Ielpi Monica Iken Robert Kasdin Anthoula Katsimatides Peter M. Lehrer Howard Milstein (via phone) Emily K. Rafferty Kevin Rampe Thomas Roger Jane Rosenthal E. John Rosenwald Avi Schick Andrew M. Senchak, Treasurer Craig Stapleton Anne M. Tatlock Daniel R. Tishman John Whitehead John Zuccotti Also in Attendance: Joseph Daniels, President & CEO Andrew Woodworth
National Memorial Staff Present: Allison Bailey, Chief of Staff & Secretary Cathy Blaney, Executive Vice President, Development Suany Chough, Senior Advisor, Design, Construction & Planning Joan Gerner, Executive Vice President of Design, Construction and Capital Planning Alice Greenwald, Executive Vice President, Programs and Director of Memorial Museum David Langford, Chief Financial Officer Noelle Lilien, General Counsel Luis Mendes, Vice President of Design and Construction Jenna Moonan, Communications Associate (Minutes) Lynn Rasic, Senior Vice President, Public Affairs and Communications Kai Twanmoh, Executive Assistant to the President and Project Associate Mayor Michael Bloomberg called the meeting to order at 4:15 p.m. and called for a motion to approve the minutes of the meetings of the National Memorial s Board of Directors ( Board ) held on January 29, 2009 and April 30, 2009. Upon motion made and seconded, the Board approved the following resolution unanimously: RESOLVED, that the minutes of the meetings of the Board of Directors held on January 29, 2009 and April 30, 2009, as presented to the Board, are hereby approved, and all actions taken by the Directors present at such meeting, as set forth in such minutes, are ratified and approved as actions of the National Memorial. Mayor Bloomberg then asked Russell Carson to give the report of the Nominating and Governance Committee and to provide information about two new members nominated for election to the Board of Directors, Frank Bisignano and Virginia Bauer. Mr. Carson described the valuable expertise that both nominees bring to the Board. Mayor Bloomberg then called for a motion to approve the election of directors. Upon motion made and seconded, the Board approved the following resolutions unanimously: RESOLVED, that the number of Directors constituting the entire Board of Directors is hereby increased to forty eight (48) Directors; and be it FURTHER RESOLVED, that to fill the vacancies resulting from such increase in the number of Directors, effective as of the date hereof, Virginia Bauer and Frank Bisignano are hereby elected as Class I and Class II Directors of the National Memorial, respectively, to serve until the next annual meeting of the Board of Directors at which Directors are elected, or until their successors have been duly elected and qualified. He then welcomed Mr. Bisignano and Ms. Bauer to the meeting. Mr. Bisignano and Ms. Bauer briefly greeted the Board and expressed their thanks to the Board. Mr. Carson then stated that the Nominating and Governance Committee recommended three committee appointments: the addition of Mr. Bisignano to the Finance and Investment Committee, Ms. Bauer to the Development Committee, and Kevin Rampe to the Audit
Committee. He further stated that the Nominating and Governance Committee recommended the appointment of President George W. Bush as an honorary member of the Board. Mayor Bloomberg called for a motion to approve the modified committees and honorary board member. Upon motion made and seconded, the Board approved the following resolutions unanimously: RESOLVED, that, effective as of the date hereof, the following Directors of the National Memorial are hereby appointed to serve on the standing committees of the Board of Directors set forth opposite their name, in each case until the next annual meeting of the Board or their earlier replacement by the Board of Directors: Director Virginia Bauer Frank Bisignano Kevin Rampe Committee Development Finance and Investment Audit ; and be it FURTHER RESOLVED, that the current list of committee memberships, reflecting the appointments set forth above, is attached as Annex A hereto; and be it FURTHER RESOLVED, that, effective as of the date hereof, President George W. Bush is hereby appointed as an Honorary Board Member of the National Memorial. Mayor Bloomberg then provided the Chairman s report. He stated that tremendous progress had been made since April when the Board toured the World Trade Center site, with 70% of the steel installed and several concrete pours in place. He explained that 82% of the job had been awarded. He then reported on the current negotiations between Silverstein Properties, Inc. ( SPI ) and The Port Authority of New York and New Jersey ( PA ), stating that it remained essential that the Memorial be completed by the 10th anniversary of the attacks. Mayor Bloomberg then asked Joe Daniels to provide the President s update. Mr. Daniels began by reporting on the Name Verification and Arrangement process which requires that each victim s name that will appear on the Memorial be verified by his or her next of kin. Mr. Daniels reported that approximately 70% of the names had been verified to date. He described recent construction progress and the upcoming installation of the Last Column into its permanent Museum location. Mr. Daniels presented an overview of events and programs planned around the eighth anniversary of 9/11, including an initiative known as Make History that gives the public an opportunity to share their 9/11 images, videos, and stories online. He also reported that a NASCAR racing team, in cooperation with the National Memorial, had created a customdesigned Memorial car that will race on September 11, 2009. The event is expected to draw wide support from the NASCAR fan base. Mr. Daniels concluded his report by providing an update on the 9/11 Memorial Preview Site, where the public will be able to view renderings of the completed Memorial, purchase merchandise and learn about the events of September 11th and the Memorial. He stated that the Preview Site is scheduled to open in the coming weeks with details released shortly.
Mayor Bloomberg then encouraged the members of the Board to attend and promote the second annual benefit dinner to be held on September 9, 2009. Patricia Harris provided an update on the commemorative program planned for September 11, 2009. Lee Ielpi mentioned that the WTC Tribute Visitors Center would hold a service-related program to prepare packages for troops. Mayor Bloomberg then asked John Zuccotti to give the Design, Construction and Real Estate Committee report. Mr. Zuccotti stated that the efforts put forth by Mr. Daniels, Robert Lieber and Kate Levin, in concert with the leadership of the PA, have allowed construction to remain on schedule. He stated that the steel structure of the north Memorial pool is almost complete, that the south Memorial pool was forming and that 95% of the steel had been fabricated and 70% erected. Mr. Rampe reported that the Design, Construction and Real Estate Committee was recommending approval of five action items. He reviewed the five action items, referring to the materials sent to the Board of Directors prior to the meeting. The first was a request for approval of a contract with Component Assembly Systems, Inc., to perform carpentry, drywall, and related work for the Memorial and Museum. The next item was a request for approval of a contract with W&W Glass, LLC, to provide and install the exterior façade system for the Museum Pavilion. The third item was a request for approval of a contract with W&W Steel, LLC, to furnish and install structural steel for the Museum Pavilion. The contract includes all material and labor to fabricate, deliver, and erect the structural steel for the Museum Pavilion. The fourth item was a request for approval to extend the contract with Horizon Engineering Associates, LLP, to provide mechanical, engineering, and plumbing consulting and commissioning services for the Memorial and Museum Pavilion projects. The final request was for approval to extend the contract with Faithful & Gould Inc. for project controls services through 2010. Mayor Bloomberg then called for a motion to approve the five construction contracts, as described by Mr. Rampe. Upon motion made and seconded, the Board approved the following resolutions unanimously: Component Assembly Systems, Inc. RESOLVED, that the National Memorial is authorized to direct Bovis Lend Lease LMB, Inc. ( Bovis ), as the National Memorial s agent, to enter into an agreement with Component Assembly Systems, Inc. in an amount not to exceed $5,565,000 to install carpentry, drywall and related work for the Memorial and Museum, of which the Port Authority of New York and New Jersey (the Port Authority ) is responsible for, and expected to contribute, at least three (3) percent of such cost as described in the materials presented to the Board at this meeting; and be it FURTHER RESOLVED, that the agreement authorized hereby shall be assigned by the National Memorial to the Port Authority as promptly as possible following the execution thereof; and be it
FURTHER RESOLVED, that the proper officers of the National Memorial are W&W Glass, LLC RESOLVED, that the National Memorial is authorized to direct Bovis, as the National Memorial s agent, to enter into an agreement with W&W Glass, LLC in an amount not to exceed $19,897,000 to furnish and install the exterior façade system for the Museum Pavilion, of which the Port Authority is responsible for, and expected to contribute, at least six (6) percent of such cost as described in the materials presented to the Board at this meeting; and be it FURTHER RESOLVED, that the agreement authorized hereby shall be assigned by the National Memorial to the Port Authority as promptly as possible following the execution thereof; and be it FURTHER RESOLVED, that the proper officers of the National Memorial are W&W Steel, LLC RESOLVED, that the National Memorial is authorized to direct Bovis, as the National Memorial s agent, to enter into an agreement with W&W Steel, LLC in an amount not to exceed $7,289,240 to install the structural steel for the Museum Pavilion, of which the Port Authority is responsible for, and expected to contribute, at least four (4) percent of such cost as described in the materials presented to the Board at this meeting; and be it FURTHER RESOLVED, that the agreement authorized hereby shall be assigned by the National Memorial to the Port Authority as promptly as possible following the execution thereof; and be it FURTHER RESOLVED, that the proper officers of the National Memorial are Horizon Engineering Associates, LLP RESOLVED, that the National Memorial is hereby authorized to enter into an amendment to its agreement with Horizon Engineering Associates, LLP for commissioning and mechanical, engineering and plumbing coordination and consulting services for the Memorial and Museum to extend the term of such agreement through December 31, 2012, and to increase the authorized expenditures thereunder by an
additional $209,000 to an aggregate amount not to exceed $1,246,228 as described in the materials presented to the Board at this meeting; and be it FURTHER RESOLVED, that the proper officers of the National Memorial are Faithful & Gould Inc. RESOLVED, that the National Memorial is hereby authorized to enter into an amendment to its agreement with Faithful & Gould Inc. for program support and project control services for the Memorial and Museum to extend the term of such agreement through December 31, 2012, and to increase the authorized expenditures thereunder by an additional $1,500,000 to an aggregate amount not to exceed $5,309,470 as described in the materials presented to the Board at this meeting; and be it FURTHER RESOLVED, that the proper officers of the National Memorial are Mayor Bloomberg then asked Paula Berry to give the Program Committee update. She began her report by stating that the National Memorial staff had developed educational materials to help schools observe the 9/11 anniversary in a meaningful way. She explained that this year s lesson plan is focused on public service, in conjunction with the NYC Service initiative and the new national legislation creating the 9/11 Day of Service and Remembrance, and highlighting the link between 9/11 and the spirit of volunteerism. She noted that the National Memorial staff had worked with the New York City Department of Education to distribute the materials to 1,500 New York City public schools, and to make them available on the National Memorial website. She further explained that the National Memorial entered into a new partnership program with MyGoodDeed, an organization responsible for the enactment of legislation designating September 11th as a National Day of Service and Remembrance. Ms. Berry then stated that the Program Committee had been monitoring the evolving design of the Museum s exhibitions and was provided with a presentation of the overview of concept and design structure for the first part of the core exhibition, which tells the story of the events of the day of September 11th. She stated that the Program Committee listened to some of the first-person testimony that will be integrated into the exhibitions, including audio recordings of real-time emergency responder transmissions. Mayor Bloomberg then asked Robert Kasdin to give the Finance and Investment Committee update. Mr. Kasdin began by stating that the Finance and Investment Committee reviewed the organization s 2009 financials through June, as provided to the Board of Directors in the materials. He summarized the income statement data for the six months ended June 30, 2009, including the revenue, total operating expenses and net income. Mayor Bloomberg then asked E. John Rosenwald to give the Development Committee
update. Mr. Rosenwald began by stating that the signature fundraising event of the year, the annual benefit dinner, would be held September 9, 2009, and asked the Board to encourage friends, families and colleagues to attend. He then reviewed current fundraising figures. He further discussed that the National Memorial staff was in the process of introducing a commemorative coin to the federal government, noting that the bill that would pass this initiative would be introduced to both houses in Congress and would authorize the striking and issuance of a coin from the U.S. Mint. He explained that the proceeds would be utilized to pay a portion of the annual operating and maintenance expenses of the Memorial and Museum. He then asked Co-Chair Christy Ferer to provide a report on recent fundraising initiatives. Ms. Ferer thanked Mr. Rosenwald and began by reporting that Former Governor George Pataki spoke on behalf of the National Memorial at a dinner held in support of the project by the Governor of Puerto Rico, Luis Fortuño. She then thanked Ambassador Craig Stapleton for hosting a reception for the National Memorial in Paris in June. She reported that both of the events had begun to bring in a broad base of financial support for the National Memorial. She then stated that she had held a reception at her residence for those who had already bought tables for the fundraising dinner. She continued her report by stating that the Visionary Circle reception held on July 21, 2009 at the Top of the Rock was successful and thanked Keating Crown for spearheading the initiative. She concluded her report by stating that the National Memorial had partnered with the City of New York, NYC & Co., the Council of Fashion Designers of America, Condé Nast and Vogue to make the National Memorial a beneficiary of Fashion s Night Out, scheduled for September 10, 2009. She stated that the official Fashion s Night Out t-shirt would be sold from the middle of August until September 10 at participating retailers all over the city. A discussion then ensued regarding construction progress and the current negotiations between the PA and SPI. During the discussion several Directors noted the importance of ensuring the public understands that the Memorial is progressing despite disputes on other parts of the World Trade Center site. Mayor Bloomberg then asked Emily Rafferty to give the Audit Committee update. Ms. Rafferty stated that the Audit Committee met with Jefferson Wells Consultants, the Internal Audit Co-Sourcing Consultants, and members of the external auditing firm, O Connor Davies Munns & Dobbins ( ODMD ), on July 13, 2009 at which Jefferson Wells presented the report on general computer controls. She reported that none of the findings identified were deemed to be significant deficiencies or material weaknesses. She reported that the 2009 Risk Assessment process had been completed and, as expected, key risks identified were delays in construction schedule, construction budget overruns and operating budget uncertainties. She discussed the internal audit reports presented to the Committee. She then reported on efforts being made by staff and Bovis Lend Lease LMB ( Bovis ) with regard to the qui tam claim filed against Bovis and the resulting law enforcement investigations. She stated that ODMD had presented the draft 2008 OMB Circular A-133 Report to the Audit Committee, which relates to expenditures of federal funding, noting that there existed no
instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. ODMD also provided an opinion that the A-133 Report complies in all material respects with the requirements that are applicable to its federal (HUD) funding. She stated that the Audit Committee unanimously accepted the 2008 Circular A-133 Audit Report and was recommending the Board accept the audit. Upon motion made and seconded, the Board approved the following recitals and resolution unanimously: WHEREAS, the National Memorial s independent auditor, O Connor Davies Munns & Dobbins ( ODMD ), has completed its audit of the National Memorial s compliance with the requirements described in the OMB Circular A-133 Compliance Supplement that are applicable to the National Memorial s major federal programs for the year ended December 31, 2008 (the A-133 Audit ); and WHEREAS, the Audit Committee of the National Memorial has reviewed and discussed with ODMD and management ODMD s report on the A-133 Audit (the A-133 Audit Report ), and based upon the foregoing, the Audit Committee has recommended to the Board that the Board accept the A-133 Audit Report. NOW, THEREFORE, BE IT RESOLVED, that the A-133 Audit Report is hereby accepted, a copy of which shall be filed with the records of the National Memorial. Without further discussion the meeting was adjourned at 5:03 p.m.