DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD March

Designated voting representative from the City of Dallas

Non-voting representative from the City of Grapevine

DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

March 2, 2023

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 DFW Airport Headquarters building at

8:30 a.m., on Thursday, March 2, 2023, pursuant to earlier notification thereof to the members of the

Board and public. The following quorum was present:

Henry Borbolla III, Chair Ben Leal

Gloria Tarpley, Vice Chair Raj Narayanan

Vernon Evans, Secretary Mario Quintanilla

Deputy Mayor Pro Tem Omar Narvaez

DeMetris Sampson

Vincent Hall Darlene Freed

Board Staff in Attendance:

Sean Donohue, John Ackerman, Ken Buchanan, Maruchy Cantu, Chris McLaughlin, Khaled Naja,

Chris Poinsatte, Paul Puopolo, Elaine Rodriguez, Aaron Muñoz, Zenola Campbell,

Bruce Collins,

Cindy Demers, Catrina Gilbert, Donnell Harvey, Robert Horton, Tammy Huddleston, Tamela Lee, Abel

Palacios, Smitha Radhakrishnan, Bobby Rodriguez, JT Taylor, Michael Youngs, Alicia Smith

AGENDA

A. The Invocation was given by Chaplain DD Hayes

B. The Pledge of Allegiance was recited.

C. Announcements by Henry Borbolla, Board Chair:

• Outgoing Board Member Matrice Ellis–Kirk was recognized for her service.

Announcements by Sean Donohue, CEO:

• Daniel White was selected to be the new Fire Chief for DFW’s Department of Public

Safety.

• Brian Redburn was selected as the new Chief of Police for DFW’s Department of Public

Safety.

• Elaine Rodriguez, DFW General Counsel, has been selected as the 2023 Robert H.

Dedman Honoree for Ethics & Law.

D. The Financial Report was presented by Chris Poinsatte,

EVP Finance and Information

Technology.

E. The minutes of the Regular Board Meeting of February 9, 2023, were approved.

March 2, 2023 – Board Meeting Minutes Page 2 of 6

RETIREMENT/INVESTMENT COMMITTEE

Committee Chair Mario Quintanilla reported that the Committee met on Tuesday, February 28, 2023,

at 12:30 pm and recommended approval of the following:

The minutes of the Retirement/Investment Committee Meeting of December 6, 2022 were

approved during the Committee meeting of February 28, 2023.

Discussion Item

The Quarterly Investment Report was presented by Bryan Hedrick, Retirement Portfolio

Manager, during the Committee meeting of February 28, 2023.

Action Items for Consideration

The Airport Board unanimously adopted Resolution No. 2023-03-054, to approve an Asset

Management Agreement with Virtus Real Estate for their Virtus Real Estate Capital IV, in

a commitment amount of $10 million.

The Airport Board unanimously adopted Resolution No. 2023-03-055, to approve an Asset

Management Agreement with New Mountain Capital for their New Mountain Partners VII,

in a commitment amount of $7.5 million.

OPERATIONS COMMITTEE

Committee Vice Chair Raj Narayanan reported that the Committee met on Tuesday, February 28,

2023, at 12:45 pm and recommended approval of the following:

The minutes of the Operations Committee Meeting of January 3, 2023, were approved

during the Committee meeting of February 28, 2023.

Consent Items for Consideration

The Airport Board unanimously adopted Resolution No. 2023-03-056, to approve the

execution of Reimbursement Agreement No. 5001039, for Southwest End Around Taxiway

Package 1B, with the Federal Aviation Administration Southwest Region, in an amount not

to exceed $95,521.18, for the 1,300-calendar day term of the Agreement.

The Airport Board unanimously adopted Resolution No. 2023-03-057, to approve an

increase

to Contract No. 9500670, for Grand Hyatt Roof and Panel Replacement, with

HCBeck, Ltd. dba The Beck Group, of Dallas, Texas, in an amount not to exceed $409,871,

for the revised not to exceed Contract amount of $12,875,154.

The Airport Board unanimously adopted Resolution No. 2023-03-058, to approve the

ratification of

Purchase Order No. 279696, for Emergency Repair to Crash Truck, with

Global ARFF Services, LLC, of Cedar Hill, Texas, in the amount of $53,984.

The Airport Board adopted Resolution No. 2023-03-059, to approve authorization to enter

into an Interlocal Agreement, Contract No. 8005542, between the Board and Trinity River

Authority, of Arlington, Texas; and that the Chief Executive Officer or designee be

authorized to execute Contract No. 8005548, for Technical Services for Water Quality

Testing Services, for an initial one-year term and one option year for a total estimated

March 2, 2023 – Board Meeting Minutes Page 3 of 6

Contract of $120,000; and the Chief Executive Officer or designee be authorized to

exercise the option year at the Airport’s discretion.

*Board member Henry Borbolla recused himself from the room and vote, due to a conflict

of interest.

10.

The Airport Board unanimously adopted Resolution No. 2023-03-060, to approve the

execution of

Contract No. 7007334, for the Supply of Sodium Hypochlorite, with Petra

Chemical Acquisition Company dba DCC of Dallas, Texas, for the initial one-year term and

three one-

year options for a total estimated Contract of $273,200; and that the Chief

Executive Officer or designee is authorized to exercise the option years at the Airport's

discretion.

11.

The Airport Board unanimously adopted Resolution No. 2023-03-061, to approve the

authorization to accept funding in the amount of $47,500.00 from Office of the Governor

Grant #4643801; that the Board agrees that the project FY23 Bullet-Resistant Shield Grant

Program will be operated through DFW Department of Public Safety; that the board agrees

that in the event of loss or misuse of the Office of the Governor funds, Board assures that

the funds will be returned to the Office of the Governor in full; that the Board designates

the Vice President of Treasury Management as the grantee’s authorized official and gives

the authorized official the power to apply for, accept, reject, alter, or terminate the grant on

behalf of the applicant agency; and that the Board approves submission of the grant

application for project FY23 Bullet-Resistant Shield Grant Program to the Office of the

Governor.

Action Items for Consideration

12.

The Airport Board unanimously adopted Resolution No. 2023-03-062, to approve

Purchase Order No. 279301, for a New Roll-Off Truck, with Chastang Enterprises-Houston

LLC dba Chastang Autocar, of Birmingham, Alabama, in the amount of $296,204;

Purchase Order No. 279653, for a New Roll-Off Truck, with Bruckner Truck Sales, of Fort

Worth, Texas, in the amount of $212,689. Total action amount is $508,893.

13.

The Airport Board unanimously adopted Resolution No. 2023-03-063, to approve an

increase to Contract No. 9500758, for Terminal C Renovations - Construction Manager at

Risk, with Suffolk-3i

Joint Venture, of Dallas, Texas, in an amount not to exceed

$82,210,000 for the revised not to exceed Contract amount of $115,997,048.35.

14.

The Airport Board unanimously adopted Resolution No. 2023-03-064, to approve the

execution of

Contract No. 9500813, for Supplemental Electric Central Utilities Plant

(ECUP), with Suffolk-

3i Joint Venture, of Dallas, Texas, in an amount not to exceed

$234,323,029, for the 700-calendar day term of the Contract; and execute change orders

to such Contract on an as-

needed basis, in the aggregate amount not to exceed

$18,675,000. Total amount of this action is $252,998,029.

15.

The Airport Board unanimously adopted Resolution No. 2023-03-065, to approve the

execution of Contract No. 8500415, for On Call Signage Implementation Support, with

H.W. Lochner, of Dallas, Texas, in an amount not to exceed $5,000,000, for the five-year

term of the Contract.

16.

The Airport Board unanimously adopted Resolution No. 2023-03-066, to approve the

execution of Contract No. 7007344, for Supply of Fuels, with Atlantic Petroleum & Mineral

Resources, of Houston, Texas, with an initial one-year term and two, one-year options for

a total estimated Contract of $402,750; and Contract No. 7007376, for Supply of Fuels

with Mansfield Oil Company, of Gainesville, Georgia, with an initial one-year term and two,

March 2, 2023 – Board Meeting Minutes Page 4 of 6

one-year options for a total estimated Contract of $3,583,120; and that the Chief Executive

Officer or designee is authorized to exercise the option years at the Airport’s discretion.

Total action amount is $3,985,870.

FINANCE/AUDIT COMMITTEE

Committee Chair Gloria Tarpley reported that the Committee met on Tuesday, February 28, 2023,

at 12:59 pm and recommended approval of the following:

17.

The minutes of the Finance/Audit Committee Meeting of January 3, 2023, were approved

during the Committee meeting of February 28, 2023.

18.

The Financial Report was presented by Abel Palacios, VP Finance, during the Committee

meeting of February 28, 2023.

19.

The Fiscal Year 2022 External Audit Results were presented by Blake Rodgers, Lead Audit

& Assurance Partner, Deloitte, during the Committee meeting of February 28, 2023.

Consent Items for Consideration

20.

The Airport Board unanimously adopted Resolution No. 2023-03-067, to approve the

execution of Contract No 7007377, for Adobe Software License, with Insight Public Sector,

Inc, of Tempe, Arizona, for an initial one-year term and one option year for a total estimated

Contract of $243,724.56; and that the Chief Executive Officer or designee is authorized to

exercise the option year at the Airport’s discretion.

21.

The Airport Board unanimously adopted Resolution No. 2023-03-068, to approve the

authorization to enter into a Cooperative Agreement, Contract No. 7007379, between the

Board and Region 19 Allied States Cooperative, of El Paso, Texas;

and to execute

Contract No. 7007378, for Electronic Marketplace Catalog Platform, with EqualLevel, of

Rockville, Maryland, for an initial one-year term and one option year for a total estimated

Contract of $268,200; and that the Chief Executive Officer or designee is authorized to

exercise the option year at the Airport’s discretion.

22.

The Airport Board unanimously adopted Resolution No. 2023-03-069, to approve the

authorization to increase and extend Contract No. 7003808, for Microsoft Premier Support

Services, with Microsoft Corporation, of Redmond, Washington, in an amount not to

exceed $407,072, for a revised not to exceed amount of $2,470,794.

Action Items for Consideration

23.

The Airport Board unanimously adopted Resolution No. 2023-03-070, to approve the form

of the Sixty-Fifth Supplemental Concurrent Bond Ordinance and requesting its passage by

the City Councils of Dallas and Fort Worth; and authorizing the Authorized Officers to take

other necessary actions in connection therewith.

24.

The Airport Board unanimously adopted Resolution No. 2023-03-071, to approve the form

of the Sixty-Sixth Supplemental Concurrent Bond Ordinance and requesting its passage

by the City Councils of Dallas and Fort Worth; and authorizing the Authorized Officers to

take other necessary actions in connection therewith.

25.

The Airport Board unanimously adopted Resolution No. 2023-03-072, to approve the

exec

ution of a Reimbursement Agreement with American Airlines, Inc. (AA) for the

construction of relocating AA support space for the Terminal C renovations project in an

amount not to exceed $10,809,316.90.

March 2, 2023 – Board Meeting Minutes Page 5 of 6

26.

The Airport Board unanimously adopted Resolution No. 2023-03-073, to approve the

execution of Contract No. 8005543, for Professional Consulting Services, with Vuram, Inc.,

of Tampa, Florida, for an initial one-year term and one option year for a total estimated

Contract of $1,790,232.28; and that the Chief Executive Officer or designee is authorized

to exercise the option year at the Airport’s discretion.

27.

The Airport Board unanimously adopted Resolution No. 2023-03-074, to approve the

execution of Contract No. 7007284, for Audio Visual Equipment and Installation Services,

with Ford Audio-Visual Systems, LLC, of Oklahoma City, Oklahoma, for an initial three-

year term and one option year for a total estimated Contract of $2,583,333; and that the

Chief Executive Officer or designee is authorized to exercise the option year at the Airport’s

discretion.

28.

The Airport Board unanimously adopted Resolution No. 2023-03-075, to approve the

execution of Contract No. 7007360, for Ramp Information Display Signs Refresh, with ADB

Safegate, Americas, LLC, of Columbus, Ohio, for an initial four-year term and one option

year for a total estimated Contract of $3,458,526.93; and that the Chief Executive Officer

or designee is authorized to exercise the option year at the Airport’s discretion.

29.

The Airport Board unanimously adopted Resolution No. 2023-03-076, to approve an

increase to Contract No. 7006702, for Closed Circuit Television Equipment Maintenance

and Installation Services, with M.C. Dean, Inc., of Addison, Texas, in an amount not to

exceed $3,938,720.63, for a revised not to exceed amount of $9,190,347.13.

Discussion Items

30.

Monthly D/S/M/WBE Expenditure Report was distributed to the Board.

CONCESSIONS/COMMERCIAL DEVELOPMENT COMMITTEE

Committee Chair Ben Leal reported that the Committee met on Tuesday, February 28, 2023, at 1:25

p.m. and recommended approval of the following:

31.

The minutes of the Concessions/Commercial Development Committee Meeting of January

3, 2023, were approved during the Committee meeting of February 28, 2023.

Consent Item for Consideration

32.

The Airport Board unanimously adopted Resolution No. 2023-03-077, to approve the

authorization to re-concept Lease No. 009750 between the Dallas Fort Worth International

Airport Board and HG DFW Retailers JV, dba Eddie Bauer.

Action Item for Consideration

33.

The Airport Board unanimously adopted Resolution No. 2023-03-078, to approve

authorization to enter into a Lease Agreement with The Private Suite DFW, LLC dba PS

VIP Services and Dallas Fort Worth International Airport.

FULL BOARD

34.

There were no registered speakers.

March 2, 2023 – Board Meeting Minutes Page 6 of 6

35.

Next Committee meetings – April 4, 2023

Next Regular Board meeting – April 6, 2023

Henry Borbolla III

Chair

Vernon Evans

Secretary