DALLAS FORT WORTH INTERNATIONAL AIRPORT COMMITTEE MEETINGS CONFERENCE CALL September 1, 2020

Retirement/Investment Committee – 12:30 p.m. Operations Committee – 12:40 p.m. Finance/Audit Committee – 12:50 p.m. Concessions/Commercial Development Committee – 1:05 p.m.

Requests for interpretive services must be made 48 hours prior to this meeting by contacting Donna Schnell at 972 973-5752 or [email protected] or T.D. 1-800-RELAY-TX (1-800-735- 2989) for information or assistance.

To register to speak at the full Board meeting, please call 972 973-5752 by 5:00 p.m. on September 2, 2020. To listen to the Committee meetings please call 888-455-3052 by 12:30 p.m. on September 1, 2020. When prompted, enter the code 1158038.

Consent Agenda – all items under this heading are a part of the Consent Agenda and require little or no deliberation by the Board. Approval of the Consent Agenda authorizes the Chief Executive Officer or his designee to implement each item in accordance with staff recommendation.

A closed executive session may be held with respect to a posted agenda item if the discussion concerns one of the following:

1. Contemplated or pending litigation or matters where legal advice is requested of the Board’s Legal Counsel. Texas Government Code Section 551.071.

2. Discussion concerning sale or lease of real property, or negotiated contracts for donations to the Board, when such discussions would have a detrimental effect on the negotiating position of the Board. Texas Government Code Section 551.072.

3. Personnel matters involving discussions of the qualifications or performance of identifiable individuals already employed or being considered for employment by the Board. Texas Government Code Section 551.074.

4. The deployment, or specific occasions for implementation, of security personnel or devices. Texas Government Code Section 551.076.

AGENDA RETIREMENT/INVESTMENT COMMITTEE MEETING Tuesday, September 1, 2020 12:30 p.m.

RETIREMENT/INVESTMENT COMMITTEE

1. Approve Minutes of the Retirement/Investment Committee Meeting of August 4, 2020.

Discussion Item

2. Quarterly Investment Report – Jack Evatt, AndCo Consulting.

Action Items for Consideration

James Mauldin 3. Approve an Asset Management Agreement with Marathon Asset Management for their Distressed Credit Fund, in a commitment amount of $7.5 million.

4. Approve an Asset Management Agreement with BlackRock, Inc. for participation in BlackRock IX, a direct lending fund, in a commitment amount of $7.5 million.

5. Approve an Asset Management Agreement with Patron Capital for their Patron Capital Fund VI, in a commitment amount of 6 million Euro (approximately $7 million).

6. Approve an Amended and Restated Limited Partnership Agreement for the Lone Star Opportunities Fund V, LP.

Retirement/Investment Committee Meeting Agenda – September 1, 2020 Page 1 of 1

DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Retirement Approve an Asset Management Agreement with Marathon & Asset Management Investments

Action That the Chief Executive Officer or designee be authorized to enter into an Asset Management Agreement with Marathon Asset Management for their Distressed Credit Fund, in a commitment amount of $7.5 million.

Description

• Marathon is one fo the largest stressed and distressed investors in the world. Since the Global Financial Crisis, the firm has invested over $10 billion in the space. Current total assets under management are almost $17 billion. • The strategy will target investments in deeply stressed companies or issuers going through, or that may benefit from, a restructuring process. The opportunity set includes bankruptcy reorganizations, liquidations, distressed exchanges, Debtor-In-Possession financings, dislocated corporate credits, and rescue lending. Because of the dislocation in credit due to the COVID-19 driven economic retrenchment, it is expected to generate a net IRR of 20% and a net equity multiple of 1.7X. • The management fee of 1.25% on invested capital (possibly falling to 1% based on total AndCo client commitments) and 20% incentive after an 8% hurdle is investor friendly. • Funding will come from distributions from existing investments across the portfolio.

Justification

• This action will provide additional diversification for the portfolio, with an experienced and top tier investment manager, while growing the under-target non-core fixed income allocation.

D/S/M/WBE Information

• Not Applicable

Contract # Agreement # Purchase Order # Action Amount Revised Amount $0 $0

For Information contact Fund Project # External Funding Source Amount James Mauldin $0 3-5447 Resolution #

Additional Information

Additional Attachments: N

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to enter into an Asset Management Agreement with Marathon Asset Management for their Distressed Credit Fund, in a commitment amount of $7.5 million.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 19, 2020 10:31 am Finance and Development Aug 19, 2020 7:31 am Business Diversity and Development Aug 19, 2020 4:25 pm

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Pending Aug 18, 2020 9:29 am Chief Executive Officer Date DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Retirement Approve an Asset Management Agreement with BlackRock, & Inc. Investments

Action That the Chief Executive Officer or designee be authorized to enter into an Asset Management Agreement with BlackRock, Inc. for participation in BlackRock IX, a direct lending fund, in a commitment amount of $7.5 million.

Description

• BlackRock is the largest asset management firm in the world. In 2018, it acquired the talents of Tennenbaum Capital, a direct lending specialist with over two decades in the space. • Since 2000, the now-BlackRock team has invested over $19 billion in 700-plus transactions. Even more impressive is its cumulative loss ratio of 1.45% across all loans. • The objective of Fund IX is to provide debt financing to meet the distinct and underserved needs of North American middle-market companies. BlackRock will generally target healthy businesses that are seeking capital for various objectives, including growth, acquisitions, refinancings/recapitalizations, expansion stage venture lending, and leveraged buyout activity. The strategy is expected to generate a high current income of over 6% with a total net return of 10%. • The management fee of 1.15% on invested capital and 15% incentive after a 7% hurdle is very investor-friendly. • Funding will come from existing investments across the portfolio.

Justification

• This action will provide additional diversification for the portfolio, with a top tier investment manager, while growing the under-target non-core fixed income allocation.

D/S/M/WBE Information

• Not Applicable

Contract # Agreement # Purchase Order # Action Amount Revised Amount $0 $0

For Information contact Fund Project # External Funding Source Amount James Mauldin $0 3-5447 Resolution #

Additional Information

Additional Attachments: N

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to enter into an Asset Management Agreement with BlackRock, Inc. for their Direct Lending Fund IX, in a commitment amount of $7.5 million.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 19, 2020 10:31 am Finance and Development Aug 19, 2020 7:31 am Business Diversity and Development Aug 19, 2020 4:24 pm

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Pending Aug 18, 2020 9:13 am Chief Executive Officer Date DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Retirement Approve an Asset Management Agreement with Patron Capital & Investments

Action That the Chief Executive Officer or designee be authorized to enter into an Asset Management Agreement with Patron Capital for their Patron Capital Fund VI, in a commitment amount of 6 million Euro (approximately $7 million).

Description

• Patron Capital Partners was established in 1999 by Keith Breslauer to make value-oriented and opportunistic real estate and real estate-related investments in Western Europe. Beginning in 2000 with its first fund, Patron has invested in 81 assets across 16 European countries representing 2.89 billion Euro of equity. • The goal of Fund VI is to continue the successful strategy of its predecessor funds by focusing on selective opportunistic and value-oriented investments, primarily challenged assets such as distressed and/or undervalued property and property-related assets, loans, and corporate entities. It will aim to invest in non-competitive situations, originated through Patron's extensive network of long-standing relationships with local partners, financial institutions, investment banks, private equity partners, local advisers and agents. It is expected to return a net 14% IRR and net 1.5x equity multiple. • This investment represents the opportunity to further diversify the the Airport's pension real estate allocation into geographies outside the United States. • The management fee of 1.6% is well within the average range for real estate funds with a very investor-friendly 9% hurdle. After the hurdle, the limited partner favorable catch-up is split 50/50 between the limited partner and general partner to a 20% incentive. • Funding will come from distributions from existing real estate funds.

Justification

• This action will provide additional diversification for the portfolio, with a top tier investment manager, while growing the real estate allocation to target.

D/S/M/WBE Information

• Not Applicable

Contract # Agreement # Purchase Order # Action Amount Revised Amount $0 $0

For Information contact Fund Project # External Funding Source Amount James Mauldin $0 3-5447 Resolution #

Additional Information

Additional Attachments: N

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to enter into an Asset Management Agreement with patron Capital for their Patron Capital Fund VI, in a commitment amount of 6 million Euro (approximately $7 million).

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 19, 2020 10:32 am Finance and Development Aug 19, 2020 7:32 am Business Diversity and Development Aug 19, 2020 4:25 pm

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Pending Aug 18, 2020 9:26 am Chief Executive Officer Date DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Retirement Amended and Restated Limited Partnership Agreement & Investments

Action That the Chief Executive Officer or designee be authorized to enter into the Amended and Restated Limited Partnership Agreement for the Lone Star Opportunities Fund V, LP

Description

• This action would authorize the Airport to enter into an amended and restated limited partnership agreement with the new general partner of the Fund, following removal of the current general partner.

Justification

• Retirement Committee briefed on this issue in closed session in April, 2020. • The Dallas Police and Fire Pension (DPFP), as the largest investor in the fund, has identified the recommended new general partner. • Management concurs with this selection.

D/S/M/WBE Information

• Not Applicable

Contract # Agreement # Purchase Order # Action Amount Revised Amount $0 $0

For Information contact Fund Project # External Funding Source Amount James Mauldin $0 3-5447 Resolution #

Additional Information

Additional Attachments: N

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to enter into the Amended and Restated Limited Partnership Agreement for the Lone Star Opportunities Fund V, LP

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 20, 2020 9:12 am Finance and Development Aug 19, 2020 5:48 pm Business Diversity and Development Aug 19, 2020 4:25 pm

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Pending Aug 19, 2020 10:57 am Chief Executive Officer Date

AGENDA OPERATIONS COMMITTEE MEETING Tuesday, September 1, 2020 12:40 p.m.

OPERATIONS COMMITTEE

7. Approve Minutes of the Operations Committee Meeting of August 4, 2020.

Action Items for Consideration

Rusty Hodapp 8. Approve execution of Contract No. 9500716, Terminal A Crossover Gate, with Gilbert May, Inc. dba Phillips/May Corporation, of Dallas, Texas, in an amount not to exceed $423,333.00, for the 216-day term of the Contract.

9. Approve execution of Contract No. 9500708, for Terminal D Systems Rehabilitation, Phase II, with FS360, LLC, of McKinney, Texas, in an amount not to exceed $1,896,200.00, for the 260- calendar day term of the Contract.

10. Approve execution of Contract No. 9500728, Terminal C High Gates Demolition and Rebuild and Associated Facilities, with Archer Western - H.J. Russell - Phillips/May Joint Venture, of Irving, Texas, in an amount not to exceed $115,324,865.00.

Tammy Huddleston 11. Approve execution of Contract No. 7006973, for Reflective Glass Beads, with Potters Industries, LLC, of Malvern, Pennsylvania, in an amount not to exceed $1,370,800.00, for the initial two-year term of the Contract, with options to renew for three additional one-year periods.

12. Approve execution of Contract 8500381, for Indefinite Delivery of Commissioning Services, with Burns & McDonnell Engineering Company, Inc., of Fort Worth, Texas, in an amount not to exceed $7,000,000.00, for the five-year term of the Contract.

Discussion Items

13. Construction and Professional Services Contract increase(s) approved by authorized staff.

14. There are no decrease(s)/increase(s) in Scope of Work approved by authorized staff for this reporting period.

Operations Committee Meeting Agenda – September 1, 2020 Page 1 of 1

DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Operations Terminal A Crossover Gate

Action That the Chief Executive Officer or designee be authorized to execute Contract No. 9500716, Terminal A Crossover Gate, with Gilbert May, Inc. dba Phillips/May Corporation, of Dallas, Texas, in an amount not to exceed $423,333.00, for the 216 day term of the Contract.

Description

• Award a Contract for the construction of an Automated Crossover Gate at Terminal A.

Justification

• This project will reinstall an Automated Crossover Gate that was previously removed during the Terminal Renewal Improvement Program construction at Terminal A. • The scope of work consists of installing all the infrastructure necessary to properly operate the completed crossover gate including power, data, access control equipment, telecommunication connections and gate arms. Additionally, the project will install closed circuit television equipment and integration with the Parking Control Management system to be consistent with other crossover gate locations currently in operation throughout the Airport. • Installation of this crossover gate will enhance access to Terminal A for Department of Public Safety, Fire, and Medical emergency response as well as Asset Management Vehicles, Transportation Business Unit Employee Buses, Terminal Management and other authorized vehicles.

D/S/M/WBE Information

• The annual goal for the SBE Historical Program is 20%. • In accordance with the Board's SBE Historical Program, the SBE goal for this contract is 20%. • Gilbert May, Inc. dba Phillips/May Corporation, has committed to achieving 30% SBE participation utilizing Real Network Services (HM-C: 30%).

Schedule/Term

• Start Date: September 2020 • Contract Duration: 216 calendar days

Contract # Agreement # Purchase Order # Action Amount Revised Amount 9500716 NTE $423,333.00 $0

For Information contact Fund Project # External Funding Source Amount Rusty Hodapp Joint Capital Acct 27037-01 $423,333.00 3-1891 Monica Allen 3-1709 Resolution #

Additional Information

• Seven Bids, including five from MBE firms, were received on or before the due date of July 31, 2020. • Bid Tabulation attached. • The bid submitted by EPS Logix, Inc., of Dallas, Texas, was determined non-responsive as the submissions did not meet the specifications outlined in the Airport's solicitation. • Gilbert May, Inc. dba Phillips/May Corporation, of Dallas, Texas, is the lowest responsive responsible Bidder.

Additional Attachments: Y

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to execute Contract No. 9500716, Terminal A Crossover Gate, with Gilbert May, Inc. dba Phillips/May Corporation, of Dallas, Texas, in an amount not to exceed $423,333.00, for the 216 day term of the Contract.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 20, 2020 10:08 am Finance and Development Aug 20, 2020 10:03 am Business Diversity and Development Aug 20, 2020 11:05 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Pending Aug 18, 2020 1:30 pm Chief Executive Officer Date Contract No. 9500716 Terminal A Crossover Gate Bid Tabulation

Bidders Bid Amount Gilbert May, Inc. dba Phillips/May $423,333.00 CorporationN1 Dallas, Texas MK Construction $459,300.00 Irving, Texas North American Information Systems, $471,999.00 Inc.N1 Garland, Texas Real Network Services, Inc.N1 $477,282.56 Dallas, Texas TM Source Building Group, Inc.N1 $500,960.00 Fort Worth, Texas Holt Construction $521,471.00 Irving, Texas Azteca Enterprises, Inc.N1,N2 $1,047,865.00 Dallas, Texas Note: 1. MBE- Certified through the North Central Texas Regional Certification Agency 2. Bid pricing variances are attributed to higher pricing for traffic control services, cabling and conduit costs and removal of existing infrastructure.

DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Operations Terminal D Systems Rehabilitation - Phase II

Action That the Chief Executive Officer or designee be authorized to execute Contract No. 9500708, for Terminal D Systems Rehabilitation, Phase II, with FS360, LLC, of McKinney, Texas, in an amount not to exceed $1,896,200.00, for the 260 calendar day term of the Contract.

Description

• Award a Contract for construction of Terminal D Systems Rehabilitation, Phase II.

Justification

• This project will rehabilitate and enhance several existing Terminal D facility infrastructure systems and components that are deficient or in need of repair/replacement. • The project scope includes: ♦ Installation of splash guards for rooftop drain pipes at ramp level inlets. ♦ Repairs or replacement of ramp level column protection bollards and surrounds. ♦ Replacement of radiant unit heaters mounted above baggage make-up units and other ramp level work areas. ♦ Replacement of damaged cooling coils in air handling unit 5-18. ♦ Extension of ductwork and installation of Variable Air Volume units to supply adequate cooling in elevator machine rooms and equipment rooms. ♦ Extension of ductwork for additional heating and cooling capacity for the Customs and Border Protection (CBP) area.

D/S/M/WBE Information

• The annual goal for the MBE Historical Program is 25%. • In accordance with the Board's MBE Historical Program, the MBE goal for this contract is 25%. • FS360, LLC, a certified Minority Business Enterprise (BM-C), has committed to achieving 33%.

Schedule/Term

• Start Date: September 2020 • Contract Duration: 260 calendar days

Contract # Agreement # Purchase Order # Action Amount Revised Amount 9500708 NTE $1,896,200.00 $0

For Information contact Fund Project # External Funding Source Amount Rusty Hodapp DFW Capital Acct 26631-01 $1,896,200.00 3-3670 Brett Peveto 3-1730 Resolution #

Additional Information

• Eight bids, including three from MBE firms, were received on or before the due date of July 16, 2020. • Bid Tabulation is attached. • FS360, LLC, of McKinney, Texas, is the lowest responsive responsible Bidder.

Additional Attachments: Y

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to execute Contract No. 9500708, for Terminal D Systems Rehabilitation, Phase II, with FS360, LLC, of McKinney, Texas, in an amount not to exceed $1,896,200.00, for the 260 calendar day term of the Contract.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 20, 2020 10:11 am Finance and Development Aug 20, 2020 10:03 am Business Diversity and Development Aug 20, 2020 11:05 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Pending Aug 18, 2020 1:31 pm Chief Executive Officer Date Contract No. 9500708 Terminal D Systems Rehabilitation – Phase II Bid Tabulation

Bidders Bid Amount FS360, LLCN1 $1,896,200.00 McKinney, Texas Skye Building $1,957,000.00 Farmers Branch, Texas Gilbert May, Inc. dba Phillips/May $2,138,333.00 CorporationN2 Dallas, Texas Patton Contractors, Inc. $2,503,007.00 Fort Worth, Texas Reeder General Contractors, Inc. $2,780,000.00 Fort Worth, Texas MK Construction $2,998,700.00 Irving, Texas Azteca Enterprises, Inc. $3,057,242.00 Dallas, TexasN2 Swinerton BuildersN3 $3,360,000.00 Dallas, Texas Note: 1. MBE – Certified through the Dallas/Fort Worth Minority Supplier Development Council 2. MBE- Certified through the North Central Texas Regional Certification Agency 3. Bidder reported that general condition cost, fee and other indirect costs pushed the bid to the high end. In addition, the outsourced steel and concrete work and specified HVAC coil, drove the cost significantly higher.

DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Operations Terminal C - High C Gates Demolition and Rebuild and Associated Facilities

Action That the Chief Executive Officer or designee be authorized to execute Contract No. 9500728, Terminal C High Gates Demolition and Rebuild and Associated Facilities, with Archer Western - H.J. Russell - Phillips/May Joint Venture, of Irving, Texas, in an amount not to exceed $115,324,865.00.

Description

• Award a Contract for the Terminal C High Gates Demolition and Rebuild and Associated Facilities. • This action will provide for design and construction activities necessary to demolish and rebuild the Terminal C High C Gates (Gates 35-37, 39). • The Contract scope includes, but is not limited to, planning, programming, design, demolition and construction of the building shell and core for the new Terminal C High Gates.

Justification

• The High C Gates have exceeded their useful life and for operational purposes, need to be replaced. • The new gates will be located on the same site as the existing Terminal C High C Gates. • The project scope also includes abatement and demolition of the existing facility.

D/S/M/WBE Information

• The annual goal for the M/WBE Historical Program is 35%. • The annual goal for the MBE Historical Program is 25%. • In accordance with the Board's M/WBE Historical Program, the M/WBE goal for this contract is 30% for Design and in accordance with the Board's MBE Historical Program, the MBE goal for this contract is 20% for Construction. • Archer Western-H.J. Russell-Phillips May Joint Venture has committed to achieving 36.25% M/WBE participation for Design utilizing the attached list of M/WBE firms and 35% MBE participation for Construction. Compliance Plan submitted for Construction Phase and MBE Subcontractors will be determined once trade packages are released. • Archer Western-H.J. Russell-Phillips May Joint Venture is comprised of Archer Western Construction, LLC (70%), Phillips/May Corporation (HM-C: 15%) and H. J. Russell & Company (BM-C: 15%).

Schedule/Term

• Start Date September 2020 • Contract Duration: 680 calendar days

Contract # Agreement # Purchase Order # Action Amount Revised Amount 9500728 NTE $115,324,865.00 $0

For Information contact Fund Project # External Funding Source Amount Rusty Hodapp Joint Capital Acct 26867-01 $115,324,865.00 3-1891 Scioscia Flowers 3-1744 Resolution #

Additional Information

• Twelve Statements of Qualifications, one from an M/WBE firm, were received on or before the due date of July 2, 2020. • SOQs were received from the following firms: ♦ AECom Hunt, of Dallas, Texas ♦ Archer Western - H.J. Russell - Phillips/May JV, of Irving, Texas ♦ Azteca Howard/Austin JV, of Dallas, Texas ♦ Hensel Phelps, of Austin, Texas ♦ Holder Construction, of Addison, Texas ♦ JE Dunn, of Dallas, Texas ♦ Manhattan Construction, of Dallas, Texas ♦ McCarthy Building Company, of Dallas, Texas ♦ Suffolk Construction, of Dallas, Texas ♦ The Beck Group, of Dallas, Texas ♦ The Weitz Company, of Des Moines, Iowa ♦ Turner/Potere/FS 360, JV, of Dallas, Texas • Based on the evaluation of the qualification documents and interviews, the selection committee recommends award of the Contract to Archer Western - H.J. Russell - Phillips/May Joint Venture of Irving, Texas.

Additional Attachments: Y

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to execute Contract No. 9500728, Terminal C High Gates Demolition and Rebuild and Associated Facilities, with Archer Western - H.J. Russell - Phillips/May Joint Venture, of Irving, Texas, in an amount not to exceed $115,324,865.00.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 20, 2020 10:30 am Finance and Development Aug 20, 2020 10:04 am Business Diversity and Development Aug 20, 2020 11:05 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Pending Aug 18, 2020 1:33 pm Chief Executive Officer Date

Contract 9500728 Terminal C -High Gates Demolition and Rebuild and Associated Facilities

Archer Western-H.J. Russell-Phillips May Joint Venture

DESIGN - M/WBE Subcontractors

Pacheco Koch Consulting Engineers, Inc. HM-C 1.61% Campos Engineering, Inc. HM-C 1.02% Nova Engineering, Inc. HM-C 3.00% Total HM-C 5.63%

Project Management Associates, P.L.L.C. dba PMA BM-C 4.33% Total BM-C 4.33%

MEP Consulting Engineers, Inc. WF-C 16.04% Moye IT Consulting, LLC dba Moye Consulting WF-C 1.87% Henderson-Rogers Structural Engineers, LLC WF-C 7.62% Jane Design & Consulting, Inc. WF-C 0.36% Lynn Clark Associates, Inc. dba LCA Environmental, Inc. WF-C 0.28% focusEGD, LLC WF-C 0.12% Total WF-C 26.29%

Overall Total 36.25%

Page 1 | 2

PRECONSTRUCTION - MBE Subcontractors

Bradlink, LLC BF-C 2.00% McKissack & McKissack of Washington, Inc BF-C 2.00% Total BF-C 4.00%

Post L Group, LLC BM-C 2.00% Total BM-C 2.00%

QN Management Solutions, Inc. PM-C 2.00% Total PM-C 2.00%

Southwestern Testing Laboratories, LLC HF-C 2.00% Total HF-C 2.00%

Overall Total 10.00%

CONSTRUCTION - MBE Subcontractors

Compliance Plan submitted for Construction Phase.

MBE Subcontractors will be determined once trade packages are released.

Page 2 | 2

DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Operations Reflective Glass Beads

Action That the Chief Executive Officer or designee be authorized to execute Contract No. 7006973, for Reflective Glass Beads, with Potters Industries, LLC, of Malvern, Pennsylvania, in an amount not to exceed $1,370,800.00, for the initial two-year term of the Contract, with options to renew for three additional one-year periods.

Description

• Award a Contract to maintain the usage of Reflective Glass Beads in support of the Airport's Airfield and Landside pavement markings maintenance needs.

Justification

• Replaces an existing Contract, which has been in place for two years. • The Contract will provide reflective glass beads utilized in pavement marking applications. ♦ Type I Glass beads will be used for markings on roadways. ♦ Type III Glass beads will be used on the Airfield markings, in accordance with Federal Aviation Administration specifications. • This will allow for support of the daily operations and maintenance of the Airport, and materials will be ordered on an as-needed basis.

D/S/M/WBE Information

• The annual goal for the M/WBE Program 31%. • Not subject to the goal per the Board's M/WBE Policy, due to the nature of the procurement (Goods/Finished Products).

Schedule/Term

• Start Date: September 2020 • Contract Term: Two year, with three one-year renewal options

Contract # Agreement # Purchase Order # Action Amount Revised Amount 7006973 NTE $1,370,800.00 $0

For Information contact Fund Project # External Funding Source Amount Tammy Huddleston Various $1,370,800.00 3-6132 Joy Tuider 3-5634 Resolution #

Additional Information

• Two bids, none from SBE firms, were received on or before the due date of August 11, 2020. • Bid Tabulation attached. • Potters Industries, LLC, of Malvern, Pennsylvania, is the lowest responsive responsible Bidder. • Protected total of the Contract including all renewals, if approved, is $3,427,000.00 over 5 years.

Additional Attachments: Y

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to execute Contract No. 7006973, for Reflective Glass Beads, with Potters Industries, LLC, of Malvern, Pennsylvania, in an amount not to exceed $1,370,800.00, for the initial two-year term of the Contract, with options to renew for three additional one-year periods.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 20, 2020 10:31 am Finance and Development Aug 20, 2020 10:05 am Business Diversity and Development Aug 20, 2020 11:06 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Energy & Transportation Mgmt Pending Aug 19, 2020 7:54 am Chief Executive Officer Date Contract No. 7006973 Reflective Glass Beads Bid Tabulation

Bidders Bid Amount Potters Industries, LLC $1,370,800.00 Malvern, Pennsylvania Swarco $1,493,600.00 Columbia, Tennessee

DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Operations Indefinite Delivery of Commissioning Services

Action That the Chief Executive Officer or designee be authorized to execute Contract 8500381, for Indefinite Delivery of Commissioning Services, with Burns & McDonnell Engineering Company, Inc., of Fort Worth, Texas, in an amount not to exceed $7,000,000.00, for the five year term of the Contract.

Description

• Award a Contract for Indefinite Delivery of Commissioning Services in support of the Airport's Energy, Transportation & Asset Management Department.

Justification

• Provide Commissioning Services for various construction projects and existing systems/facilities in accordance with DFW International Airport Board Policy and Procedure, as well as Airport Design Guidelines for Commissioning Services. • Provide Commissioning Services for various construction projects and existing systems/facilities under an indefinite delivery arrangement under the direction of the Energy Transportation Asset Management Commissioning Authority or assigned commissioning managers. • Services under this Contract comprise an essential element of an effective infrastructure asset management program which coordinates the safe, secure and environmentally sound lifecycle management of physical assets. .

D/S/M/WBE Information

• The annual goal for the M/WBE Historical Program is 35%. • In accordance with the Board's M/WBE Historical Program, the M/WBE goal for this contract is 30%. • Burns & McDonnell Engineering Company, Inc. has committed to achieving 30% M/WBE participation utilizing BranchPattern (IM-C: 4%), Campos Engineering, Inc. (HM-C: 15%), Lina T. Ramey and Associates, Inc. (IF-C: 1%), Meza Engineering, Inc. (HM-C: 4%), ReStl Engineers TX, LLC (PF-C: 4%) and Vic Thompson Company (WF-C: 2%).

Schedule/Term

• Start Date: September 2020 • Contract Duration: Five years

Contract # Agreement # Purchase Order # Action Amount Revised Amount 8500381 NTE $7,000,000.00 $0

For Information contact Fund Project # External Funding Source Amount Tammy Huddleston Various $7,000,000.00 3-6132 Janny Grammer 3-1892 Resolution #

Additional Information

• Six Statement of Qualifications, none from MBE firms, were received on or before the due date of July 15, 2020. • SOQs were received from the following firms: ♦ Bath Group, of Dallas, Texas ♦ Burns & McDonnell Engineering Company, Inc., of Fort Worth, Texas ♦ Hatch, of Houston, Texas ♦ McKinstry, of Houston, Texas ♦ NV5, of Arlington, Texas ♦ TLC Engineering Solution, of Dallas, Texas • Based on the evaluation of the qualification documents and interviews, the selection committee recommends award of the Contract to Burns & McDonnell Engineering Company, Inc., of Fort Worth, Texas.

Additional Attachments: N

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to execute Contract 8500381, for Indefinite Delivery of Commissioning Services, with Burns & McDonnell Engineering Company, Inc., of Fort Worth, Texas, in an amount not to exceed $7,000,000.00, for the five year term of the Contract.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 20, 2020 10:32 am Finance and Development Aug 20, 2020 10:05 am Business Diversity and Development Aug 20, 2020 11:06 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Energy & Transportation Mgmt Pending Aug 19, 2020 8:02 am Chief Executive Officer Date DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD COMMITTEE DISCUSSION ITEM

Meeting Date Subject Committee 09/03/2020 Monthly Report Operations

Item For Discussion Report to the Airport Board all Contracts valued between $25,000.00 and $50,000.00, and Contracts Increases/Decreases valued between $25,000.00 and $50,000.00, for the month of July 2020.

Description

• Report to the Airport Board all Contracts valued between $25,000.00 and $50,000.00, and Contracts Increases/Decreases valued between $25,000.00 and $50,000.00, for the month of July 2020. CONTRACT/PURCHASE ORDER INCREASES/DECREASES ($25,000 OR GREATER) (APPROVED BY BOARD STAFF UNDER THEIR DELEGATED AUTHORITY – JULY 2020)

CONSULTANT CONTRACT NO. CONTRACT TITLE/DESCRIPTION ACTION TYPE AMOUNT

Azteca Enterprises, Inc.N1 9500693 Terminal D SV Mezzanine Base Change Order $36,798.54 Dallas, Texas Building Corrections

Flatiron Constructors, Inc. 9500692 Taxiway M South Rehabilitation Change Order $30,042.00 Broomfield, Colorado

Skye Building Services LLC 9500601 Skylink Ramp Level Change Order $46,880.18 Grapevine, Texas Security/Emergency Exit Doors

TOTAL $113,720.72 Note: 1. MBE – Certified through the Dallas/Fort Worth Minority Supplier Development Council

AGENDA FINANCE/AUDIT COMMITTEE MEETING Tuesday, September 1, 2020 12:50 p.m.

FINANCE/AUDIT COMMITTEE

15. Approve Minutes of the Finance/Audit Committee Meeting of August 4, 2020.

Max Underwood 16. Financial Report.

Consent Items for Consideration

Catrina Gilbert 17. Approve authorization to bind and procure Environmental Pollution Liability Coverage with Great American E&S Insurance Company, effective October 15, 2020, in the amount of $90,298.00.

18. Approve authorization to bind and procure Airport Public Officials Liability Coverage with ACE American Insurance Company (a subsidiary of Chubb), effective October 1, 2020, in the amount of $109,109.00.

19. Approve authorization to bind and procure Airport Owners and Operators General Liability Insurance Coverage with AIG (through National Union Fire Insurance Company of Pittsburgh, Pennsylvania, a subsidiary of AIG), effective October 1, 2020, in the amount of $219,700.00.

Elaine Rodriguez 20. Approve an increase to Legal Services Contract No. 8005119 with the firm of Littler Mendelson, P.C. of Dallas, Texas, in an amount not to exceed $100,000.00 for a revised contract amount not to exceed $744,000.00.

Greg Spoon 21. Approve ratification to Purchase Order No. 277155, with Cintas Corporation, of Coppell, Texas, in the amount of $71,238.30.

Michael Youngs 22. Approve execution of Contract No. 7006979, for Emergency Notification System, with Everbridge, Inc., of Pasadena, California, in an amount not to exceed $143,207.02, for the initial one-year term of the Contract, with options to renew annually for additional one-year periods.

23. Approve award of Purchase Order No. 277154, for Touchscreen Monitor Computer Modules, to SDF Professional Computers, Inc. dba SAI Computers, of Greenville, North Carolina, in the amount of $222,750.00.

Finance/Audit Committee Meeting Agenda – September 1, 2020 Page 1 of 2

Action Items for Consideration

Jeff Benvegnu 24. Approve execution of a Reimbursement Agreement with American Airlines, Inc. (AA) for the design, construction and installations necessary to up-gauge Gate A13 to accommodate B772/B787 aircraft, in an amount not to exceed $987,496.92.

25. Approve execution of a Reimbursement Agreement with American Airlines, Inc. (AA) for the design of the Fit-Out and Enabling Projects for the Terminal C High Gates Project in an amount not to exceed $1,500,000.00.

26. Approve execution of a Reimbursement Agreement with American Airlines, Inc. (AA) for the construction of the enabling projects for the Terminal C High Gates in an amount not to exceed $5,000,000.00.

James Mauldin 27. Approve amended Investment Policy and Strategies.

Elaine Rodriguez 28. Approve the Cities of Dallas and Fort Worth to approve an amendment to DFW International Airport’s Code of Rules and Regulations to include proposed new streets at the Southwest Campus development site.

Max Underwood 29. Approves the Fiscal Year 2021 Annual Budget for the DFW Airport's Public Facility Improvement Corporation.

Discussion Items

Tamela Lee 30. Monthly D/S/M/WBE Expenditure Report.

Greg Spoon 31. Purchase Orders/Contracts and Professional Services Contracts approved by Authorized Staff.

Finance/Audit Committee Meeting Agenda – September 1, 2020 Page 2 of 2 KPIs and Financial Report – FY 2020

Ten months ending July 31, 2020 - Unaudited Key Performance Indicator Scorecard Ten months ending July 31, 2020 - Unaudited

Month-To-Date Year-To-Date FY 2020 FY 2019 FY 2020 FY 2020 Actuals vs. Budget FY 2019 FY 2020 FY 2020 Actuals vs. Budget Annual Actuals Actuals BudgetIncrease/(Decrease) Key Performance Indicator Actuals Actuals Budget Increase/(Decrease) Budget

$15.9 $16.7 $16.7 ($0.0) (0.0%) DFW CC Net Revenues $128.9 $136.8 $136.8 $0.0 0.0% $164.0

$82.6 $76.0 $86.7 ($10.7) (12.4%) Total Expenditure Budget $823.7 $803.6 $844.0 ($40.5) (4.8%) $1,032.0

$37.0 $32.6 $39.9 ($7.3) (18.3%) Airline Costs $388.9 $363.0 $405.7 ($42.7) (10.5%) $501.5

7.15 3.24 7.19 (4.0) (55.0%) Total Passengers (Ms) 60.25 40.73 63.00 (22.27) (35.4%) 75.7

4.3 2.6 4.5 (1.9) (41.8%) Total Landed Weights (Bs) 38.2 30.5 40.4 (9.9) (24.4%) 48.9

Results Status Bar Improved/Constant Worse CARES Activity Cash Received $144.1 Revenue Applied - DFWCC (89.9) Revenue Applied - Airfield (34.7) Revenue Applied - Terminal (8.0) Total Revenue Applied (132.6) Unapplied Revenue $11.5

Total CARES Application $299.2 Cash Received (144.1) Remaining Cash to be Received $155.1

2 DFW Cost Center Ten months ending July 31, 2020 - Unaudited Month-To-Date Year-To-Date FY 2020 FY 2019 FY2020 FY 2020 Actuals vs. Budget FY 2019 FY2020 FY 2020 Actuals vs. Budget Annual Actuals Actuals Budget Increase/(Decrease) Actuals Actuals Budget Increase/(Decrease) Budget Revenues $16.7 $4.8 $17.2 ($12.4) (72.3%) Parking 1 $147.6 $89.7 $149.5 ($59.8) (40.0%) $181.4 8.2 4.0 9.1 (5.1) (56.0%) Concessions 1 77.4 53.7 81.1 (27.4) (33.8%) 97.7 3.0 1.8 2.9 (1.1) (38.5%) Rental Car 1 27.7 20.5 27.9 (7.4) (26.5%) 33.3 4.2 4.5 4.8 (0.2) (4.3%) Commercial Development 41.2 45.1 45.7 (0.6) (1.4%) 55.3 3.8 2.9 3.8 (0.9) (23.8%) Other Revenues 35.6 35.8 35.8 0.0 0.0% 43.8 0.0 15.6 0.0 15.6 0.0% CARES Act Revenues - DFWCC 0.0 89.9 0.0 89.9 0.0 0.0 35.8 33.6 37.7 (4.1) (10.9%) Total Revenues 329.6 334.7 340.0 (5.3) (1.6%) 411.5 DFW CC Expenditures 11.2 6.8 12.6 (5.8) (45.9%) Operating Expenditures 112.1 104.7 120.9 (16.2) (13.4%) 146.9 8.3 7.7 8.0 (0.3) (3.9%) Debt Service (net of CFCs) 83.1 79.5 80.7 (1.1) (1.4%) 97.3 (3.2) (1.6) (3.2) 1.7 (51.3%) Passenger Facility Charges (PFCs) (31.7) (22.4) (32.3) 9.9 (30.7%) (38.7) 5.1 6.1 4.8 1.3 28.1% Debt Service, net 2 51.4 57.1 48.4 8.8 18.1% 58.6 16.4 13.0 17.4 (4.4) (25.5%) Total Expenditures 163.5 161.9 169.3 (7.4) (4.4%) 205.4 19.4 20.7 20.4 0.3 1.6% Gross Margin - DFW Cost Center 166.1 172.8 170.6 2.1 1.3% 206.1 Less Transfers and Skylink 0.2 0.2 0.2 0.0 0.0% DFW Terminal Contribution 2.4 2.4 2.4 0.0 0.0% 2.8 3.3 3.7 3.4 0.3 9.4% Skylink Costs 34.8 33.6 31.5 2.1 6.8% 39.3 $15.9 $16.7 $16.7 (0.0) (0.0%) Revenues from DFW Cost Center $128.9 $136.8 $136.8 $0.0 0.0% $164.0

3 Airfield and Terminal Cost Centers Ten months ending July 31, 2020 - Unaudited Month-To-Date Year-To-Date FY 2020 FY 2019 FY2020 FY 2020 Actuals vs. Budget FY 2019 FY2020 FY 2020 Actuals vs. Budget Annual Actuals Actuals Budget Increase/(Decrease) Actuals Actuals Budget Increase/(Decrease) Budget Revenues $10.0 $6.7 $9.9 ($3.2) (32.2%) Landing Fees 3 $98.8 $72.0 $89.9 ($17.9) (19.9%) $108.7 1.1 1.0 1.0 0.1 7.1% Other Airfield 10.9 9.0 10.3 (1.3) (12.5%) 12.7 7.6 8.1 8.1 (0.0) (0.0%) Transfer from DFW Cost Center 54.1 58.8 58.8 0.0 0.0% 70.5 0.0 5.4 0.0 5.4 0.0% CARES Act Revenues - Airfield 0.0 34.7 0.0 34.7 0.0% 0.0 18.7 21.3 19.0 2.3 11.9% Total Airfield Revenue 163.8 174.6 159.0 15.5 9.8% 191.8 27.6 27.7 27.7 (0.0) (0.0%) Terminal Leases * 262.9 276.7 276.6 0.1 0.0% 331.9 3.2 0.6 3.1 (2.5) (81.6%) FIS Fees 4 22.9 12.7 22.8 (10.1) (44.4%) 27.6 5.0 2.8 5.0 (2.2) (43.6%) Turn Fees and Other 4 46.3 32.7 45.5 (12.8) (28.2%) 55.1 0.0 1.9 0.0 1.9 0.0% CARES Act Revenues - Terminal 0.0 8.0 0.0 8.0 0.0% 0.0 35.8 32.9 35.7 (2.8) (7.8%) Total Terminal Revenues 332.1 330.0 344.9 (14.9) (4.3%) 414.6 0.2 0.2 0.2 0.0 0.0% DFW Terminal Contributions 2.4 2.4 2.4 0.0 0.0% 2.8 54.8 54.5 55.0 (0.5) (0.9%) Total Revenues 498.3 506.9 506.2 0.7 0.1% 609.3 Expenditures 25.5 24.9 29.4 (4.4) (15.1%) Operating Expenditures 255.9 260.2 282.1 (21.9) (7.8%) 348.6 31.3 30.0 30.3 (0.4) (1.3%) Debt Service 308.2 296.6 299.4 (2.9) (1.0%) 364.3 (8.6) (4.3) (8.7) 4.3 (49.9%) Passenger Facility Charges (PFCs) (86.3) (60.9) (86.3) 25.5 (29.5%) (103.7) 22.7 25.6 21.7 3.9 18.1% Debt Service, net 2 221.8 235.7 213.1 22.6 10.6% 260.7 48.2 50.5 51.1 (0.5) (1.0%) Total Expenditures 477.7 495.9 495.2 0.7 0.1% 609.3 $6.6 $3.9 $3.9 ($0.0) (0.0%) Total Airfield /Terminal Net Income/(Loss) $20.6 $11.0 $11.0 ($0.0) (0.0%) ($0.0) * Terminal Leases include $10M in July 4 Operating Fund – Total Expenditures Ten months ending July 31, 2020 - Unaudited

Month-To-Date Year-To-Date FY 2020 FY 2019 FY2020 FY 2020 Actuals vs. Budget FY 2019 FY2020 FY 2020 Actuals vs. Budget Annual Actuals Actuals Budget Increase/(Decrease) Actuals Actuals Budget Increase/(Decrease) Budget Operating Expenditures $13.2 $13.6 $14.1 ($0.5) (3.7%) Salaries and Wages $127.3 $134.6 $135.7 ($1.1) (0.8%) $168.0 5.8 6.1 6.7 (0.6) (9.1%) Benefits 5 58.4 58.7 65.3 (6.7) (10.2%) 79.4 6.9 6.0 7.0 (0.9) (13.6%) Facility Maintenance Contracts 6 61.4 63.0 66.9 (4.0) (5.9%) 82.2 8.3 6.3 10.9 (4.7) (42.6%) Other Contract Services 7 93.7 81.1 100.3 (19.1) (19.1%) 126.5 2.7 2.3 2.7 (0.5) (16.6%) Utilities 21.5 21.7 22.2 (0.5) (2.3%) 27.2 1.4 1.1 1.8 (0.7) (36.9%) Equipment and Other Supplies 15.4 14.4 15.8 (1.5) (9.2%) 20.0 0.4 0.5 0.7 (0.2) (22.7%) Insurance 4.5 5.4 5.7 (0.3) (5.0%) 7.2 0.3 (1.7) 0.4 (2.1) (548.4%) Fuels 8 3.2 0.6 3.4 (2.8) (81.7%) 4.2 0.5 0.5 0.6 (0.1) (18.1%) General, Administrative, and Other 6.0 4.7 6.6 (1.9) (28.9%) 11.4 0.0 0.0 0.0 0.0 - Change in Operating Reserves 6.8 8.1 8.1 0.0 0.0% 8.1 39.6 34.7 44.9 (10.2) (22.8%) Total Operating Expenditures 398.3 392.2 430.0 (37.9) (8.8%) 534.1 43.0 41.3 41.8 (0.5) (1.2%) Debt Service, gross 425.4 411.4 414.0 (2.6) (0.6%) 497.9 $82.6 $76.0 $86.7 ($10.7) (12.4%) Total Operating Fund Expenditures $823.7 $803.6 $844.0 ($40.5) (4.8%) $1,032.0

5 Notes to the Statement of Revenues and Expenses Ten months ending July 31, 2020 - Unaudited

DFW Cost Center 1 Revenue less than budget due to impact of COVID-19. Revenues Debt Service (net of 2 Net Debt Service higher than budget due to lower Passenger Facility Charge (PFC) proceeds related to impact of PFC's & CFC's) COVID-19. Landing Fees 3 Revenue less than budget due to impact of COVID-19. FIS 4 Revenue less than budget due to impact of COVID-19. Turn Fees & Other 4 Revenue less than budget due to impact of COVID-19. Office Rents

Benefits 5 Benefits were $58.7 million, $6.7 million (10.2%) lower than budget primarily due to lower healthcare costs as a result of lower expenses and stop loss reimbursements received. Facility Maint. Contracts 6 Facility maintenance contracts were $63.0 million, $4.0 million (5.9%) lower than budget primarily due to a decrease in custodial and passenger boarding bridges maintenance offset by an increase in terminal maintenance. Other Contract Services 7 Other contract services were $81.1 million, $19.1 million (19.1%) lower than budget primarily due to other service outside contracts, computer contracts (software, hardware and maintenance), other professional contracts, consulting, and bussing related contracts. Fuels 8 Fuel expenses were $0.6 million, $2.8 million (81.7%) lower than budget primarily due to credits for CNG fuels.

6 DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Finance/Audit Environmental Pollution Liability Insurance

Action That the Chief Executive Officer or designee be authorized to bind and procure Environmental Pollution Liability Coverage with Great American E&S Insurance Company, effective October 15, 2020, in the amount of $90,298.00.

Description

• This action will authorize the procurement of Environmental Pollution Liability Insurance with Great American E&S Insurance Company, in the amount of $90,298.00, by DFW Airport's Risk Management Department.

Justification

• The Environmental Pollution Liability insurance policy will cover DFW Airport liability exposures, including bodily injury and property damage, arising from a pollution condition (spills, leaks, explosions, mold) or arising from the transportation of waste materials. • Expiring 2019/2020 Premium - $94,498.00 ♦ Renewal represents an 4.44% premium decrease from 2019/2020. ♦ Per Occurrence Limits - $15,000,000.00. ♦ Aggregate Limits - $15,000,000.00. ♦ Per Occurrence Deductible/Retention - $500,000.00. ♦ Aggregate Deductible/Retention - $500,000.00. • Incumbent carrier, Great American E&S Insurance Company, is selected based on ability to offer broadest available terms & coverages.

D/S/M/WBE Information

• The annual goal for the M/WBE Program is 31%. • N/A - Not subject to a goal per the Board's M/WBE Program Policy due to the nature of the procurement. (Insurance Premiums)

Schedule/Term

• Policy Period: October 15, 2020 thru October 15, 2021.

Contract # Agreement # Purchase Order # Action Amount Revised Amount $90,298.00 $0

For Information contact Fund Project # External Funding Source Amount Catrina Gilbert Operating Fund $90,298.00 3-5535 Resolution #

Additional Information

• Incumbent insurance carrier: ♦ Great American E&S Insurance Company, an A.M. Best A XV rated carrier. • The market solicitation was managed through the office of Willis of Texas, Inc. ♦ Two carriers were solicited. ◊ Great American - Incumbent ◊ Allianz ♦ One carrier provided quotes: ◊ Great American - Incumbent • The recommended carrier is Great American E&S Insurance Company an A.M. Best A XV rated carrier.

Additional Attachments: N

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to bind and procure Environmental Pollution Liability Coverage with Great American E&S Insurance Company, effective October 15, 2020, in the amount of $90,298.00.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 20, 2020 10:33 am Finance and Development Aug 20, 2020 10:06 am Business Diversity and Development Aug 20, 2020 11:06 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Pending Aug 19, 2020 2:24 pm Chief Executive Officer Date DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Finance/Audit Public Officials Liability Insurance

Action That the Chief Executive Officer or designee be authorized to bind and procure Airport Public Officials Liability Coverage with ACE American Insurance Company (a subsidiary of Chubb), effective October 1, 2020, in the amount of $109,109.00.

Description

• This action will authorize the procurement of Public Officials Liability Insurance with ACE American Insurance Company (a subsidiary of Chubb), in the amount of $109,109.00, by DFW Airport's Risk Management Department.

Justification

• The Public Officials Liability Insurance policy will cover errors and omissions for all officers, directors, selected or appointed officials, Board members of the Airport, and any employee or volunteer of the DFW Airport Board when such parties are acting within the scope of their duties of employment or are under the general supervision of an officer, director, elected or appointed official, or an employee of the Board. • Expiring 2019/2020 Premium - $104,145.00. ♦ Renewal represents a 4.7% premium increase from 2019/2020. ♦ Per Occurrence Limits - $5,000,000.00. ♦ Aggregate Limits - $10,000,000.00. ♦ Per Claim Deductible/Retention - $100,000.00.

D/S/M/WBE Information

• The annual goal for the M/WBE Program is 31%. • N/A - Not subject to a goal per the Board's M/WBE Program Policy due to the nature of the procurement. (Insurance Premiums)

Schedule/Term

• Policy Period: October 1, 2020 - October 1, 2021

Contract # Agreement # Purchase Order # Action Amount Revised Amount $109,109.00 $0

For Information contact Fund Project # External Funding Source Amount Catrina Gilbert Operating Fund $109,109.00 3-5535 Resolution #

Additional Information

• 2020/2021 coverage terms will remain as expiring. • Incumbent Insurance Carrier: ACE American Insurance Company (a subsidiary of Chubb), an A.M.Best A++ XV rated carrier. • The market solicitation was managed through the office of Willis of Texas, Inc. ♦ Seven carriers were solicited. ♦ Three carriers provided quotes: ◊ ACE American Insurance Company (a subsidiary of Chubb) - Incumbent ◊ Hanover ◊ Allianz • It is recommended to remain with the incumbent insurance carrier ACE American Insurance Company (a subsidiary of Chubb), an A.M. Best A++ XV rated carrier.

Additional Attachments: N

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to bind and procure Airport Public Officials Liability Coverage with ACE American Insurance Company (a subsidiary of Chubb), effective October 1, 2020, in the amount of $109,109.00.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 20, 2020 10:34 am Finance and Development Aug 20, 2020 10:06 am Business Diversity and Development Aug 20, 2020 11:07 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Pending Aug 19, 2020 2:24 pm Chief Executive Officer Date DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Finance/Audit General Liability Insurance

Action That the Chief Executive Officer or designee be authorized to bind and procure Airport Owners and Operators General Liability Insurance Coverage with AIG (through National Union Fire Insurance Company of Pittsburgh, Pennsylvania, a subsidiary of AIG), effective October 1, 2020, in the amount of $219,700.00.

Description

• This action will authorize the procurement of General Liability Insurance with AIG in the amount of $219,700.00 by DFW Airport's Risk Management Department. • The policy is written on paper provided through National Union Fire Insurance Company of Pittsburgh, Pennsylvania, which is a subsidiary of AIG

Justification

• The General Liability insurance policy will cover protection from third parties for liability exposures and losses resulting from accidents and incidents occurring on Airport property and/or from Airport operations. • Expiring 2019/2020 Premium - $212,000.00. ♦ Renewal represents a 3.63% premium increase over 2019/2020. • Renewal 2020/2021 Terms & Conditions ♦ Per Occurrence Limits - $20,000,000.00. ♦ Aggregate Limits - $20,000,000.00. ♦ Per Occurrence Deductible/Retention - $25,000.00. ♦ Aggregate Deductible/Retention - $200,000.00.

D/S/M/WBE Information

• The annual goal for the M/WBE Program is 31%. • N/A - Not subject to a goal per the Board's M/WBE Program Policy due to the nature of the procurement. (Insurance Premiums)

Schedule/Term Policy Period: October 1, 2020 - October 1, 2021.

Contract # Agreement # Purchase Order # Action Amount Revised Amount $219,700.00 $0

For Information contact Fund Project # External Funding Source Amount Catrina Gilbert Operating Fund $219,700.00 3-5535 Resolution #

Additional Information

• 2020/2021 primary coverage terms will remain as expiring, with the exception of an updated $200,000.00 aggregate deductible retention. • Incumbent insurance carrier: ♦ National Union Fire Insurance Company of Pittsburgh, Pennsylvania (a subsidiary of AIG) ♦ Company is an A XV rated carrier. • The market solicitation was managed through the office of Willis of Texas, Inc. • Three carriers were solicited • One carrier provided quotes: ♦ National Union Fire Insurance Company of Pittsburgh, Pennsylvania (a subsidiary of AIG) - incumbent • It is recommended to remain with the incumbent insurance carrier National Union Fire Insurance Company of Pittsburgh, Pennsylvania, (a subsidiary of AIG), an A.M. Best A XV rated carrier.

Additional Attachments: N

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to bind and procure Airport Owners and Operators General Liability Insurance Coverage with AIG (through National Union Fire Insurance Company of Pittsburgh, Pennsylvania, a subsidiary of AIG), effective October 1, 2020, in the amount of $219,700.00.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 20, 2020 10:35 am Finance and Development Aug 20, 2020 10:06 am Business Diversity and Development Aug 20, 2020 11:09 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Pending Aug 19, 2020 2:24 pm Chief Executive Officer Date DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Finance/Audit Increase to Legal Services Contract No. 8005119 with the firm of Littler Mendelson, P.C.

Action That the Chief Executive Officer or designee be authorized to increase Legal Services Contract No. 8005119 with the firm of Littler Mendelson, P.C. of Dallas, Texas, in an amount not to exceed $100,000.00 for a revised contract amount not to exceed $744,000.00.

Description

• This action would increase the Board's contract for Legal Services regarding representation in the Douglas Patterson lawsuit.

Justification

• The Board entered into a legal services contract with Littler Mendelson, P.C. (Dennis M. Brown and Edward F. Berbarie) for legal representation in connection with the case styled: Douglas Patterson, Individually and on behalf of all others similarly situated under 29 USC 216(b) Plaintiffs, v. Dallas/Fort Worth International Airport Board, Defendant, in the United States District Court for the Northern District of Texas, Dallas Division, Case No.:3:18-cv-00307-N.

D/S/M/WBE Information

• The annual goal for the historical SBE Program is 20%. • In accordance with the Board's historical SBE Program, no SBE goal was determined for this Contract due to the original contract being under $50,000.

Contract # Agreement # Purchase Order # Action Amount Revised Amount 8005119 $100,000.00 $744,000.00

For Information contact Fund Project # External Funding Source Amount Elaine Rodriguez Operating fund $100,000.00 3-5487 Resolution #

Additional Information

Additional Attachments: N

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to increase Legal Services Contract No. 8005119 with the firm of Littler Mendelson, P.C. of Dallas, Texas, in an amount not to exceed $100,000.00 for a revised contract amount not to exceed $744,000.00.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 20, 2020 10:36 am Finance and Development Aug 20, 2020 10:07 am Business Diversity and Development Aug 20, 2020 11:10 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Legal Pending Aug 19, 2020 10:29 am Chief Executive Officer Date DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Finance/Audit Purchases of current supplies and services to support COVID-19 related needs

Action That the Airport Board Ratify Purchase Order No. 277155, with Cintas Corporation, of Coppell, Texas, in the amount of $71,238.30.

Description

• Ratify one Purchase Order for critical supplies, such as: gloves as part of the Airport's COVID-19 response.

Justification

• The Purchase Order ratification will provide for supplies in response to COVID-19 in accordance with applicable federal, state and local laws, ordinances, rules, regulations and protocols. • The current Contract Supplier's stock was not available due to high demand.

D/S/M/WBE Information

• The annual goal for the M/WBE Program 31%. • Not subject to the goal per the Board's M/WBE Policy, due to the nature of the procurement (Goods/Finished Products).

Schedule/Term

• Purchase Date: July 2020 • Delivery Date: July 2020

Contract # Agreement # Purchase Order # Action Amount Revised Amount 277155 $71,238.30 $0

For Information contact Fund Project # External Funding Source Amount Greg Spoon Operating Fund $71,238.30 3-5610 Resolution #

Additional Information

• The purchase is exempt from public procurement in accordance to Local Government Code 202.223, as it is a procurement necessary to preserve or protect the public health and safety of the Airport's traveling public, tenants and employees.

Additional Attachments: N

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Airport Board Ratify Purchase Order No. 277155, with Cintas Corporation, of Coppell, Texas, in the amount of $71,238.30.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 20, 2020 10:36 am Finance and Development Aug 20, 2020 10:07 am Business Diversity and Development Aug 20, 2020 11:10 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Procurement & Materials Mgmt Pending Aug 20, 2020 9:22 am Chief Executive Officer Date DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Finance/Audit Emergency Notification System

Action That the Chief Executive Officer or designee be authorized to execute Contract No. 7006979, for Emergency Notification System, with Everbridge, Inc., of Pasadena, California, in an amount not to exceed $143,207.02, for the initial one-year term of the Contract, with options to renew annually for additional one-year periods.

Description

• Award a Contract for the Emergency Notification System in support of the Airport's Information Technology Department.

Justification

• This is a replacement for a Contract that has been in place for eight years. • This Contract provides for ongoing licensing and maintenance support for an emergency notification system that has been in operation since 2012. • Action will enhance today's Everbridge utilization with capabilities for group and calendar management, on-call scheduling, and automated escalation. • Contract includes software licensing as well as professional services to integrate and configure the new information technology alerting standard module.

D/S/M/WBE Information

• The annual goal for the M/WBE Program 31%. • Not subject to the goal per the Board's M/WBE Policy, due to the nature of the procurement (Goods/Finished Products).

Schedule/Term

• Start date: September 2020 • Contract Term: One year, with options to renew annually for additional one-year periods

Contract # Agreement # Purchase Order # Action Amount Revised Amount 7006979 NTE $143,207.02 $0

For Information contact Fund Project # External Funding Source Amount Michael Youngs Operating Fund $143,207.02 3-5350 Helen Chaney 3-2523 Resolution #

Additional Information

• This Contract will utilize the General Services Administration Federal Acquisition Services (GSA), Contract No. GS-35F-0692P, in accordance to GSA Schedule 70, for General Purpose Commercial Information Technology Equipment, Software and Services.

Additional Attachments: N

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to execute Contract No. 7006979, for Emergency Notification System, with Everbridge, Inc., of Pasadena, California, in an amount not to exceed $143,207.02, for the initial one-year term of the Contract, with options to renew annually for additional one-year periods.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 20, 2020 10:36 am Finance and Development Aug 20, 2020 10:08 am Business Diversity and Development Aug 20, 2020 11:10 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Information Technology Svcs Pending Aug 19, 2020 8:07 am Chief Executive Officer Date DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Finance/Audit Touchscreen Monitor Computer Modules

Action That the Chief Executive Officer or designee be authorized to award Purchase Order No. 277154, for Touchscreen Monitor Computer Modules, to SDF Professional Computers, Inc. dba SAI Computers, of Greenville, North Carolina, in the amount of $222,750.00.

Description

• Purchase 225 Wayfinding Touchscreen embedded computer modules in support of Digital Wayfinding at the Airport.

Justification

• Purchase of these computers will allow for replacement of the remaining units that are end-of-life. • These units have functionality that allow DFW passengers to access information on Airport services using a touchscreen interface. • This action also provides an inventory of spares for the upcoming year.

D/S/M/WBE Information

• The annual goal for the M/WBE Program 31%. • Not subject to a goal per the Board's M/WBE Policy, due to the nature of the procurement (Goods/Finished Products).

Schedule/Term

• Purchase Date: September 2020 • Delivery Date: October 2020

Contract # Agreement # Purchase Order # Action Amount Revised Amount 277154 $222,750.00 $0

For Information contact Fund Project # External Funding Source Amount Michael Youngs DFW Capital Acct 26520-01 $222,750.00 3-5350 Keith White 3-5638 Resolution #

Additional Information

• Eight bids, including one from an SBE firm, were received on or before the due date of July 30, 2020. • Bid Tabulation attached • SDF Professional Computers, Inc. dba SAI Computers, of Greenville, North Carolina, is the lowest responsive, responsible Bidder.

Additional Attachments: Y

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to award Purchase Order No. 277154, for Touchscreen Monitor Computer Modules, to SDF Professional Computers, Inc. dba SAI Computers, of Greenville, North Carolina, in the amount of $222,750.00.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 20, 2020 10:37 am Finance and Development Aug 20, 2020 10:08 am Business Diversity and Development Aug 20, 2020 11:10 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Information Technology Svcs Pending Aug 19, 2020 7:57 am Chief Executive Officer Date Purchase Order No. 277154 Touchscreen Monitor Computer Modules Bid Tabulation

Bidders Bid Amount SDF Professional Computers, Inc. dba $222,750.00 SAI ComputersN2 Greenville, North Carolina Clover International, LLC $230,850.00 Dallas, Texas EPS Logix, Inc.N1 $233,325.00 Dallas, Texas Premier LogiTech $242,943.75 Coppell, Texas Dahill Office Technology Corporation $246,177.00 dba Xerox Business Solutions Southwest Coppell, Texas Leepopo Corporation, Inc. $260,898.75 San Antonio, Texas JMR Technology, Inc. $308,504.25 Arlington, Texas Hypertec USA, Inc. (Hypertec Direct) $362,925.00 Tempe, Arizona Note: 1. SBE – Certified through the North Central Texas Regional Certification Agency 2. Bid price variance is attributed to larger volume resellers receive preferred pricing.

DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Finance/Audit Reimbursement Agreement with American Airlines - Up-gauge Gate A13

Action That the Chief Executive Officer or designee be authorized to execute a Reimbursement Agreement with American Airlines, Inc. (AA) for the design, construction and installations necessary to up-gauge Gate A13 to accommodate B772/B787 aircraft, in an amount not to exceed $987,496.92.

Description

• Upon execution of a reimbursement agreement with AA, DFW will reimburse AA (or its contractors) for the design, construction and installations required to up-gauge Gate A13 to support B772/B787 aircraft, in an amount not to exceed $987,496.92. • The work includes relocation and new installation of the following: ♦ Fuel pit ♦ Jet bridge ♦ DGS (Safe Gate) panel ♦ New walkway sections ♦ Power upgrades ♦ Gate striping. • The scope will also include power and data in the hold room for an additional EGR pedestal and demolition of a half-height glass wall. • The work will require close coordination and oversight by AA and can be more efficiently implemented by AA for their gate operations. • DFW Signatory Airlines approved a Majority In Interest capital project request for the up-gauge of AA's Gate A13 to support B772/B787 aircraft.

Justification

• The up-gauging plan addresses AA's fleet plan and optimizes the gating infrastructure to address wide body demands in Terminal A. • The additional wide body gate is required to help alleviate taxi delays in excess of 50 minutes due to wide body gating capacity issues. • The project will improve domestic service and help balance east-west wide body gate availability, ultimately providing operational flexibility and right sizing gate capability with the fleet plan. • If the project is not completed, taxiway delays for wide body aircraft will continue degrading the customer experience and erode operational efficiency.

D/S/M/WBE Information

• American Airlines has awarded the contract to SKYE. • SKYE has committed to achieving 33.77% participation utilizing Unified Services of Texas (NM-C: 19.24%), Alpha & Omega Industries (BM-C: 5.29%), Phillips/May Corporation (HM-C: 4.05%), R.M. Chin & Associates, Inc. (PF-C: 3.26%), and Moye Consulting (WF-C: 1.94%).

Contract # Agreement # Purchase Order # Action Amount Revised Amount $987,496.92 $0

For Information contact Fund Project # External Funding Source Amount Jeff Benvegnu Joint Capital Acct 26861-01 $987,496.92 3-4640 Resolution #

Additional Information

Additional Attachments: N

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to execute a Reimbursement Agreement with American Airlines, Inc. (AA) for the design, construction and installations necessary to up-gauge Gate A13 to accommodate B772/B787 aircraft, in an amount not to exceed $987,496.92.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 19, 2020 10:47 am Finance and Development Aug 19, 2020 10:21 am Business Diversity and Development Aug 20, 2020 11:11 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Pending Aug 19, 2020 9:02 am Chief Executive Officer Date DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Finance/Audit Reimbursement Agreement with American Airlines - Design of the Fit-Out and Enabling Projects for Terminal C High Gates

Action That the Chief Executive Officer or designee be authorized to execute a Reimbursement Agreement with American Airlines, Inc. (AA) for the design of the Fit-Out and Enabling Projects for the Terminal C High Gates Project in an amount not to exceed $1,500,000.00.

Description

• This action is for a reimbursement agreement with AA for the design of the enabling projects and fit-out of the new High C concourse for $1,500,000.00 • Corgan has been selected by AA as the prime contractor for this project. • Upon execution of a reimbursement agreement with AA, DFW will reimburse AA (or its contractors) for the design costs of the project • Funding for the project is the original Terminal Redevelopment Improvement Program Majority In Interest capital project received from the Airlines in 2010

Justification

• The Terminal C High gates project has multiple components, some to be managed by AA under multiple reimbursements and some by AA ♦ DFW will manage the demolition of the existing facility and the design and construction of the base building (shell and core) for the new five-gate concourse ♦ AA will manage the design and construction of the enabling projects required to relocate AA and other employee groups currently housed in the existing structure ♦ AA will manage the design and construction of the fit-out components (including, but not limited to, floors, ceilings, wall and window coverings, furniture, signage, and AA operations space) of the new facility • DFW and AA recently agreed that the High C Terminal facility will be demolished and replaced by the Summer of 2022 • The sharing of the management of the work will allow for the fastest delivery of the new gates, critical for AA's operation.

D/S/M/WBE Information

• American Airlines has awarded the contract to Corgan. • Corgan has committed to achieving 50.48% participation utilizing Moye Consulting (WF-C: 23.63%), Manning Architects (BM-C: 11.64%), Branch Pattern (PM-C: 5.48%), AG&E Structural Engenuity (IM-C: 4.44%), Focus EGD (WF-C: 2.65%), and Pacheco Koch (HM-C: 2.64%).

Contract # Agreement # Purchase Order # Action Amount Revised Amount $1,500,000.00 $0

For Information contact Fund Project # External Funding Source Amount Jeff Benvegnu Joint Capital Fund 26867-02 $1,500,000.00 3-4640 Resolution #

Additional Information

Additional Attachments: N

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to execute a Reimbursement Agreement with American Airlines, Inc. (AA) for the design of the Fit-Out and Enabling Projects for the Terminal C High Gates Project in an amount not to exceed $1,500,000.00.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 19, 2020 10:47 am Finance and Development Aug 19, 2020 10:21 am Business Diversity and Development Aug 20, 2020 11:11 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Pending Aug 19, 2020 9:02 am Chief Executive Officer Date DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Finance/Audit Reimbursement Agreement with American Airlines - Construction of Enabling Projects for Terminal C High Gates

Action That the Chief Executive Officer or designee be authorized to execute a Reimbursement Agreement with American Airlines, Inc. (AA) for the construction of the enabling projects for the Terminal C High Gates in an amount not to exceed $5,000,000.00.

Description

• This action is for a reimbursement agreement with AA for the construction of the enabling projects required to vacate the existing facility for $5,000,000.00 • Broaddus has been selected by AA as the prime contractor for this project • Upon execution of a reimbursement agreement with AA, DFW will reimburse AA (or its contractors) for the construction costs of the project • Funding for the project is the original Terminal Redevelopment Improvement Program Majority In Interest capital project received from the Airlines in 2010

Justification

• The Terminal C High gates project has multiple components, some of which will be managed by AA under multiple reimbursement agreements and some by DFW ♦ DFW will manage the demolition of the existing facility and the design and construction of the base building (shell and core) for the new five-gate concourse ♦ AA will manage the design and construction of the enabling projects required to relocate AA and the other employee groups currently housed in the existing structure ♦ AA will manage the design and construction of the fit-out components (including, but not limited to, floors, ceilings, wall and window coverings, furniture, signage, and AA operations space) of the new facility • DFW and AA recently agreed that the High C Terminal facility will be demolished and replaced by the summer of 2022 • The sharing of the management of the work will allow for the fastest delivery of the new gates, critical for AA's operations

D/S/M/WBE Information

• American Airlines has awarded the contract to Broaddus. • Broaddus has committed to achieving 32.50% participation for Construction. Compliance Plan submitted for Construction Phase and M/WBE Subcontractors will be determined once trade packages are released.

Contract # Agreement # Purchase Order # Action Amount Revised Amount $5,000,000.00 $0

For Information contact Fund Project # External Funding Source Amount Jeff Benvegnu Joint Capital Fund 26867-02 $5,000,000.00 3-4640 Resolution #

Additional Information

Additional Attachments: Y

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to execute a Reimbursement Agreement with American Airlines, Inc. (AA) for the construction of the enabling projects for the Terminal C High Gates in an amount not to exceed $5,000,000.00.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 19, 2020 10:49 am Finance and Development Aug 19, 2020 10:22 am Business Diversity and Development Aug 20, 2020 11:12 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Pending Aug 19, 2020 9:02 am Chief Executive Officer Date Exhibit M Participation in Diversity Program AA Project No.: DFW1014RC AA Contract No.: DFW1014RCXX AA Project Title: DFW Terminal C - High Gate Enabling Projects Prime Contractor: Broaddus American Airlines has a goal of 31% participation by Diverse Subcontractors, Vendors, and Suppliers for DFW Remibursable Projects. As part of the procedures for submission of a complete Proposal or Bid, all Bidders and/ or Proposers are required to identify all participating Diverse Subcontractors, Vendors, and Suppliers applicable to the above project and include this form as part of the Bid. Divisions of Construction with Name of Diversity Certification Description of Materials or Services Provided Dollar Amount of Percentage of Subcontractor(s), Vendor(s), or Supplier(s) bidding Status Code (include all Work Work Ethnicity that apply)*

Division 1 - General Conditions MS Dallas WBE WF-C Reprographics $2,500.00 0.06% HD Waste & Recycling MBE HF-C Hauling, Recycling, Dumping $20,000.00 0.50% Division 3 - Concrete JMC Concrete MBE HM-C Concrete, Paving, and minor demolition $87,500.00 2.19% Espinoza Concrete MBE HM-C Division 4 - Masonry A-Star MBE HM-C CMU $69,095.00 1.73% Butler Masonry MBE BM-C Division 5 - Metals GST MBE WF-C Structural Steel $76,000.00 1.90% A&S Steel Group WBE WF-C Division 9 - Finishes Prodigy Design & Renovations WBE WF-C Painting, Tape, Bed Texture, $75,000.00 1.88% DMCA MBE HF-C Flooring $82,000.00 2.05% Division 10 - Construction Specialties PDV, Inc. WBE WF-C Restroom accessories $37,000.00 0.93% Division 13 - Special Construction Romo Fire Systems MBE* HM-C Fire Protection $76,000.00 1.90% EFS WBE WF-C Genesis Fire Protection WBE/SBE WF-C Division 14 - Mechanical Momentum Mechanical MBE BM-C Plumbing, Heating, and Air-Conditioning $410,000.00 10.25% Denali Construction Services WBE WF-C Division 15 - Electrical Alman Electric M/DBE HM-C Electrical, Low Voltage, Security, FA, AV $365,000.00 9.13% GNS Electric W/DBE WF-C Electrical, Low Voltage Dollar Amount/Percentage of Work to be Completed by Non-Diverse Subcontractors $2,299,905.00 57.50% Dollar Amount/Percentage of Work to be Completed by Diverse Subcontractors $1,300,095.00 32.50% Dollar Amount/Percentage of Work to be Self-Performed by Prime $400,000.00 10.00% Total Dollar Amount $4,000,000.00 100.00% *MBE Companies are Certified by the Dallas/Fort Worth Minority Supplier Development Council, but not NCTRCA Certified. DFWMSDC is recognized by DFW Airport as a qualifying certification

AMERICAN AIRLINES Page 1 EXHIBIT M - PARTICIPATION IN DIVERSITY PROGRAM (09/2018) DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Finance/Audit Amendment of Investment Policy and Strategies

Action That the Airport Board approve the attached amended Investment Policy and Strategies

Description

• The Board annually approves the investment policy and strategies, according to policy guidelines and requirements of the Public Funds Investment Act (PFIA) • The existing policy dictates strategy for existing funds but has little flexibility for newly-created funds, possibly leaving cash idle and uninvested

Justification

• To eliminate possible under-utilization of cash in newly-created funds, the policy is being amended to provide the Chief Financial Officer the authority to provide interim guidelines that may be utilized until the next annual adoption of the investment policy, or earlier. • This is the only change to the policy being proposed at this time.

D/S/M/WBE Information

• Not Applicable

Schedule/Term Upon approval, the amended policy would be in effect immediately.

Contract # Agreement # Purchase Order # Action Amount Revised Amount $0 $0

For Information contact Fund Project # External Funding Source Amount James Mauldin $0 3-5447 Resolution #

Additional Information

Additional Attachments: Y

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Airport Board approve the attached amended Investment Policy and Strategies

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 19, 2020 10:50 am Finance and Development Aug 19, 2020 7:32 am Business Diversity and Development Aug 20, 2020 11:13 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Pending Aug 18, 2020 9:32 am Chief Executive Officer Date

Dallas Fort Worth International Airport

INVESTMENT POLICY and STRATEGIES

Revised and Approved: September 3, 2020 Effective Date of Policy: September 3, 2020

This page is intentionally blank.

TABLE OF CONTENTS

Section I Investment Policy

Section II Investment Strategy

Section III Approved Broker/Dealers

Section IV Approved Investment Training Sources & Current Investment Officer’s Training Certificates

Section V Texas Public Funds Investment Act

Section VI Texas Public Funds Collateral Act

DFW Airport Investment Policy Page 1

SECTION I INVESTMENT POLICY

1.0 INTRODUCTION AND PURPOSE A. This policy (“Investment Policy”) shall provide the guidelines by which the Dallas/Fort Worth International Airport Board (“DFW”) will maintain adequate cash to meet its liquidity needs and to provide protection for its principal while optimizing yield. This policy also serves to satisfy the statutory requirements of defining and adopting a formal investment policy as required by the Texas Public Funds Investment Act, Government Code Chapter 2256 (the “Act”) as amended and effective June 17, 2011 (see Section V below) and provides compliance with existing bond ordinances. All investments made by DFW shall comply with the Act, and federal, state and local statutes, rules and regulations.

2.0 SCOPE A. This Investment Policy applies to the operating funds, special purpose funds, interest and sinking funds, reserve funds, bond funds and FIC funds of DFW. Excluded from this policy are the Dallas/Fort Worth International Airport Employees’ Retirement Plans and funds held by a trustee in accordance with an authorized trust agreement. The investment of bond funds (as defined by the Internal Revenue Service) is managed in accordance with their governing resolution and all applicable state and federal law.

3.0 INVESTMENT OBJECTIVES A. Investment of the funds covered by this policy is governed by the following objectives in the order of priority: 1) Safety of Principal a) The primary objective of all investment activity is the preservation of capital and safety of principal in the overall portfolio. Each investment transaction will seek to ensure first that capital losses are avoided, whether they are from security defaults or erosion of market value. b) DFW seeks to control risk of loss due to the failure of a security issuer or grantor. Such risk will be controlled by investing only in the safest type of securities as defined in the policy; by collateralization as required by law; and through portfolio diversification by maturity and type. 2) Maintenance of Adequate Liquidity: To the extent that cash flow requirements can be reasonably anticipated, investments are managed to meet them. Liquidity needs are met by investing in investment pools, no-load money market funds and interest-bearing demand bank accounts that allow for same day withdrawals. 3) Public Trust: All participants in DFW’s investment process shall seek to act responsibly as custodians of the public trust. Investment Officers (as defined in Section 13.0 below) shall avoid any transactions that impair the public confidence in DFW. 4) Optimization of Interest Earnings: The investment portfolio is managed with the objective of optimizing interest earnings while remaining in compliance with the policy, the law, and the Airport’s risk tolerance, as expressed in this policy. Optimizing interest earnings, although important, is subordinate to the safety and liquidity objectives of DFW.

4.0 AUTHORIZED INVESTMENTS A. Investments described below are authorized by the Act and are eligible investments for DFW. The purchase of specific issues may at times be restricted or prohibited by the Finance/Audit Committee and Board of Directors. Except for money market mutual funds, at no time shall any single security (cusip) exceed 5% of total DFW funds unless said investment consists of or is collateralized by instruments described in Section 9.0. DFW funds governed by this policy may be invested in: 1) Obligations of the United States or its agencies or instrumentalities as permitted by Government Code 2256.009(a)(1)

DFW Airport Investment Policy Page 2

2) Obligations of the State of Texas or its agencies or instrumentalities as permitted by Government Code 2256.009(a)(2) 3) Other obligations, the principal and interest of which are unconditionally guaranteed or insured by the full faith and credit of this State or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States, as permitted by Government Code 2256.009 (a) 4) Municipal obligations having a minimum bond rating of A as permitted by Government Code 2256.009(a)(5) 5) Certificates of deposit and share certificates as permitted by Government Code 2256.010 6) Fully collateralized repurchase agreements permitted by Government Code 2256.011 7) Banker’s acceptances as permitted by Government Code 2256.012 8) Commercial paper as permitted by Government Code 2256.013 that is issued in the United States and pre-approved by at least two Investment Officers 9) Two types of mutual funds as permitted by Government Code 2256.014 - money market mutual funds and no-load mutual funds 10) A guaranteed investment contract (“GIC”) as an investment vehicle for bond proceeds provided it meets the criteria and eligibility requirements established by Government Code 2256.015 11) Public funds investment pools as permitted by Government Code 2256.016

5.0 INTEREST-BEARING DEMAND BANK ACCOUNTS A. In addition to regular demand bank accounts, DFW may deposit funds into interest-bearing demand bank accounts. 1) Interest-bearing demand bank accounts shall be considered the same as demand bank accounts in that collateral shall conform to the same levels contractually agreed upon in the depository contract. 2) Letters of credit issued by the Federal Home Loan Bank (“FHLB”) agency can be accepted as collateral for interest bearing demand bank accounts, in an amount not to exceed $200 million.

6.0 UNAUTHORIZED INVESTMENTS A. The following investments are specifically prohibited under this Policy: 1) Collateral mortgage obligations and any derivatives thereof 2) Asset-backed commercial paper 3) Investments specifically prohibited by Government Code 2256.009(b) 4) Investments with maturities greater than ten years based on DFW’s original settlement (purchase) date B. Disposition of investments that were authorized investments at the time of purchase but have subsequently become unauthorized: 1) DFW is not required to liquidate investments that were authorized investments at the time of purchase. Per Government Code 2256.017, the decision to sell such a security will be reasonably and prudently reviewed by the Investment Officers and a determination made with the best interest of DFW in mind.

7.0 CREDIT RATING MONITORING A. DFW will monitor credit rating changes monthly through the Bloomberg Launchpad Program. Investments required to be monitored must have a minimum required rating as stated in Government Code 2256.009. If an investment no longer has the minimum rating required, the Investment Officers will take all prudent measures that are consistent with this investment policy, including possible liquidation of the investment.

8.0 SPECIAL PLACEMENT OF CERTIFICATES OF DEPOSIT A. The Board of Directors may authorize placement of certificates of deposit (“CD”) with small, local financial institutions located in the Dallas/Fort Worth metropolitan statistical area, in an amount not greater than $1,000,000 and with maturities of one year or less, without seeking competitive bids.

DFW Airport Investment Policy Page 3

9.0 COLLATERAL A. CERTIFICATES OF DEPOSIT COLLATERAL 1) Authorization: Consistent with the Texas Government Code, Chapter 2257 (see Section VI), DFW requires all bank and savings and loan association deposits to be federally insured or collateralized with authorized securities. Financial institutions providing CDs, where collateral will be pledged, are required to sign a depository agreement with DFW. The safekeeping portion of the depository agreement will define DFW’s rights to the collateral in case of default, bankruptcy, or closing and will establish a perfected security interest in compliance with federal and state regulations. The depository agreement must: a) Be in writing; b) Be executed by the depository and DFW contemporaneously with the acquisition of the asset; c) Be approved by the depository’s board of directors or loan committee, with a copy of the meeting minutes delivered to DFW; and d) Be part of the depository’s “official record” continuously since its execution. 2) Allowable Collateral a) Obligations of the United States or its agencies or instrumentalities, as permitted by Government Code 2256.009. b) Obligations of the State of Texas or its agencies or instrumentalities, as permitted by Government Code 2256.009. c) Municipal obligations having a minimum bond rating of AA as permitted by Government Code 2256.009. d) Letters of credit issued by the Federal Home Loan Bank (“FHLB”) agency. The use of FHLB letters of credit as a form of collateral may be used for special placement of CDs as defined in Section 8.0. e) Surety bonds issued by financial institutions having at least an AA or an equivalent credit rating from at least one nationally recognized rating firm. Surety bonds shall be monitored annually to assure the bond remains in place and is of an amount adequate to meet this policy. f) Collateral as permitted by the pooled collateral state program under Subchapter F of the Public Funds Collateral Act. 3) Collateral Levels a) The market value of the principal portion of collateral pledged for CDs must at all times be equal to or greater than the par value of the CD plus accrued interest, less the applicable level of FDIC insurance. The collateral market value must be maintained at the following levels: (1) US Treasuries or agencies, State of Texas agencies or instrumentalities, and municipal obligations rated AA – 102% (2) Surety bonds rated AA – 100% (3) FHLB letters of credit – 100% (4) If multiple forms of collateral are utilized, the total collateral should be at least 102% 4) Monitoring Collateral Adequacy: Surety bonds and FHLB letters of credit will be monitored on an annual basis. Other types of acceptable collateral will be monitored on a monthly basis. An Investment Officer will monitor adequacy of collateralization levels to verify market values and total collateral positions. If the collateral pledged for a certificate of deposit falls below the par value of the deposit, plus accrued interest, less FDIC insurance, the institution issuing the CD will be notified by an Investment Officer and will be required to pledge additional collateral no later than the end of the next succeeding business day after notice. 5) Safekeeping of Collateral: All collateral securing bank and savings and loan deposits, with the exception of surety and FHLB Letters of Credit, must be held by a third-party institution, in DFW’s name, meeting the requirements of the Public Funds Collateral Act and acceptable to DFW, or by the Federal Reserve Bank.

DFW Airport Investment Policy Page 4

B. COLLATERAL FOR REPURCHASE AGREEMENTS AND GUARANTEED INVESTMENT CONTRACTS (“GICs”)

1) Authorization: Repurchase agreements or GICs must also be secured in accordance with State law. Counter-parties to a repurchase transaction will be required to sign a copy of the Bond Market Association Master Repurchase Agreement or a form compliant with such agreement as approved by DFW. An executed copy of this Agreement must be on file before DFW will enter into any transaction with counter-parties. The Finance and Audit Committee and the Board of Directors must approve all Master Repurchase Agreements and GICs. 2) Allowable Collateral a) United States Treasuries b) United States Agencies or Instrumentalities c) Collateral as permitted by the pooled collateral state program under Subchapter F of the Public Funds Collateral Act. d) Cash in combination with the obligations described in a) through c) above. 3) Collateral Levels a) A repurchase agreement or GIC’s security value will be the par value plus accrued interest. The collateral market value must be maintained at the following minimum levels:

Agreement Maturities Greater Than One Business Day U. S. Treasury Securities 102% U. S. Agency and Instrumentalities 102%

Agreement Maturities Not Exceeding One Business Day All Securities 100%

4) Monitoring Collateral Adequacy: Monthly monitoring by an Investment Officer of market values of all underlying securities purchased as collateral for repurchase agreements and GICs is required. If the value of the securities underlying an agreement should fall below the required amount, an Investment Officer will notify the repo or GIC issuer, who will have one business day from notice to remedy the insufficiency. 5) Safekeeping of Collateral: The securities pledged under repurchase agreements and GICs must be delivered to a third-party custodian with whom DFW has established a safekeeping agreement. C. COLLATERAL SUBSTITUTION 1) Collateral substitutions are permitted when the substitute collateral is of the type allowable by this policy and maintains the collateral levels required by this policy. Notice of collateral substitution must be submitted in writing to DFW within three business days of the substitution and include the type and market value of both the collateral substituted and the substitute collateral. The Investment Officers may prohibit or limit substitution and assess appropriate fees if substitution becomes excessive or abusive. Any costs relating to the substitution of collateral must be the responsibility of the institution requesting the substitution.

10.0 SAFEKEEPING OF INVESTMENTS A. All securities transactions will be executed by “delivery versus payment” (DVP) or “receive versus payment” (RVP) through DFW’s Safekeeping Agent (as defined below). By so doing, DFW funds are not released until DFW has received, through the Safekeeping Agent, the securities purchased. 1) Safekeeping Agreement - DFW will contract with an independent third-party custodian (the “Safekeeping Agent”) for the safekeeping of securities owned by DFW as a part of its investment portfolio. All securities shall be held in the name of DFW and shall be evidenced by a monthly statement from the Safekeeping Agent.

11.0 FINANCE/AUDIT COMMITTEE A. The Finance and Audit Committee shall serve as the oversight committee relating to the investment of DFW’s funds. Responsibilities in this regard are to:

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1) Review and recommend approval by the Board of Directors of the Investment Policy on an annual basis as required by the Act.

2) Review and recommend approval by the Board of Directors of an Annual Investment Strategy for each fund on an annual basis as required by the Act. 3) Review investment reports on a quarterly basis.

12.0 REVIEW AND ADOPTION A. This Investment Policy, Investment Strategies, Approved Investment Training Sources, and Approved Broker/Dealers List will be reviewed annually by the Finance and Audit Committee and approved by the Board of Directors. Interim amendments must be reviewed by the Finance and Audit Committee and approved by the Board of Directors.

13.0 AUTHORITY TO INVEST A. The Chief Financial Officer, the Vice President of Treasury Management, , Senior Cash & Investment Manager, Treasury Analyst and the Cash & Investment Manager are the “Investment Officers” of DFW. Except as limited below, Investment Officers are authorized to deposit, withdraw, transfer, and execute documentation with regards to investments, and manage DFW funds in accordance with this Investment Policy and Strategies. All investment purchases and sales, excluding money market fund transfers on established accounts, require the approval of two investment officers. Approval may be effected by email or text message with signatures to follow. B. The Cash & Investment Manager and the Treasury Analyst will exercise the rights of an Investment Officer, respectively, solely in the absence of any one or more of the primary officers – Chief Financial Officer, Vice President Treasury Management and Senior Cash and Investment Manager.

14.0 INVESTMENT TRAINING A. All “Investment Officers” are required to take at least 10 hours of investment training from an approved training source within 12 months after taking office or assuming duties. Thereafter, 10 hours of training is required once in every two fiscal years. The training will address investment controls, security risks, strategy risks, market risks, and compliance with the Act. If an Investment Officer is not in compliance with the Act, the officer will be suspended from the duties and responsibilities of the office until such time as they regain compliance. To ensure quality and suitability, training will be obtained from independent sources not involved in investment transactions with DFW, and that are approved by the Board of Directors. See Section IV of this policy book for a list of approved investment training sources

15.0 PRUDENCE A. The standard of prudence to be used by DFW will be the “prudent person standard” and will be applied in the context of managing the overall portfolio within the applicable legal constraints and under the prevailing economic conditions. The standard states: “Investments will be made with judgment and care, under circumstances then prevailing, that a person of prudence, discretion and intelligence would exercise in the management of the person’s own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived”. B. The designated Investment Officers will perform their duties with judgment and care in accordance with the adopted Investment Policy and internal procedures. Investment Officers, acting in good faith and in accordance with these policies and procedures, will be relieved of personal liability. In determining whether an investment officer has exercised prudence with respect to an investment decision (in addition to compliance with policies and procedures) the determination will be made taking into consideration the investment of all funds, or funds under the entity’s control, over which the officer had responsibility rather than a single investment.

16.0 STANDARD OF ETHICS A. The designated Investment Officers will adhere to Dallas / Fort Worth International Airport Board Code of Business Ethics and the Act. All Investment Officers will disclose to the Finance and Audit

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Committee their financial interests in financial institutions that conduct business with DFW, and they will disclose all personal financial/investment positions that could be related to the performance of DFW’s portfolio. Investment Officers will refrain from personal business activity, other than routine banking relations, that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions. Additionally, all Investment Officers will file with the Texas Ethics Commission and DFW a statement disclosing any personal business relationship with an entity seeking to sell investments to DFW or any relationship within the second degree by affinity or consanguinity to an individual seeking to sell investments to DFW. B. All Investment Officers shall certify in writing to the Chief Executive Officer no later than December 31 of each year that they have no personal business relationship with any investors or investment companies currently involved in investment activities or seeking investment opportunities with DFW. Written notice shall be made to the Texas Ethics Commission only if such relationship exists.

17.0 ESTABLISHMENT OF INTERNAL CONTROLS A. The Finance and Audit Committee of the Board of Directors will oversee the investment officers in the maintenance of a system of internal controls over the investment activities of DFW. DFW, in conjunction with its annual financial audit, will perform a compliance audit of management controls on investments and adherence to the Investment Policy.

18.0 REPORTING A. Investment performance will be monitored and evaluated by the Investment Officers. The Investment Officers will provide a quarterly comprehensive report, as defined in the Act, signed by all Investment Officers to the Finance and Audit Committee, the Board of Directors and to the Chief Executive Officer. An independent auditor will formally review the investment reports at least annually and the result of the review reported to the governing body by that auditor. DFW will utilize a nationally recognized pricing service to obtain market prices for investments acquired with public funds. This investment report will: 1) Describe in detail the investment position of DFW on the date of the report; 2) State the reporting period beginning market value and ending market value for the period of each pooled fund group. 3) Include all fully accrued interest as of the end of the reporting period. 4) State the reporting period, beginning market value and book value and ending market value and book value for each investment security by asset type and fund type. 5) State the maturity date of each investment security. 6) State the fund for which each investment security was purchased, and 7) State the compliance of the investment portfolio with the Investment Policy, Investment Strategy and the Act.

19.0 BROKER/DEALERS A. Annually, DFW shall adopt a list of qualified broker/dealer firms authorized to engage in investment transactions with DFW. B. The Investment Officers shall evaluate the broker/dealers and select not less than five and not more than seven broker/dealers, excluding the depository bank, to be presented to the Board of Directors for approval. C. Each broker/dealer firm, at least annually, shall sign a letter of acknowledgment that: 1) The qualified broker/dealer representative signing the acknowledgment is authorized to execute the document on behalf of the Broker/Dealer company; 2) That the qualified broker/dealer representative has received and reviewed the Investment Policy and Strategies;

D. DFW may not purchase investments from a new broker/dealer until the acknowledgement has been signed and received by the Investment Officer(s). E. New broker/dealers shall complete and submit a broker/dealer questionnaire provided by DFW

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. F. Approved broker/dealers with securities inventories available electronically for view and/or purchase, shall provide DFW the ability to view and purchase investments electronically. Failure of a broker/dealer to notify DFW of the ability to view and/or purchase investments electronically or to deny access may be cause for termination. G. In the event that DFW’s current depository is not an approved broker/dealer, there shall be a separate certification signed by a qualified representative of the bank. Such certification will cover daily sweep investments and money market transactions within the depository bank. H. This Investment Policy is in effect until the Board of Directors approves a superseding policy and said policy has been made available to the broker/dealers. The Investment Officers shall provide a new investment policy approved by the Board of Directors within 60 days of approval.

20.0 COMPETITIVE PRACTICES A. Investment transactions governed by this policy will adhere to bidding procedures as outlined in the Public Funds Investment Act, whether the transaction is executed by an Investment Officer or by a contracted investment advisor. Viewing published broker/dealer’s inventories available for sale may be considered an offer and a part of the competitive review process. At least three (3) competitive offers/bids for all security transactions is required.

21.0 ELECTRONIC PORTALS A. Investment Officers may use electronic portals such as Bloomberg to view, solicit and complete securities sales and purchase transactions.

22.0 DIVERSIFICATION A. Diversification by investment type will be maintained to ensure an active and efficient secondary market in portfolio investments and to control the market and credit risks associated with specific investment types. B. Bond proceeds may be invested in a single security or investment if the Finance/Audit Committee determines that such an investment is necessary to comply with federal arbitrage restrictions or to facilitate arbitrage record keeping and calculation.

23.0 SALE OF SECURITIES A. A security may be liquidated to meet unanticipated cash requirements, to minimize the loss of principal on a declining credit security or to re-deploy cash into other investments expected to outperform current holdings, or otherwise improve the quality, yield or target duration in the portfolio.

24.0 INVESTMENT POLICY ADOPTION A. DFW’s Investment Policy shall be adopted by resolution of the Board of Directors at least annually. It is DFW’s intent to comply with state law and regulations. The Investment Policy shall be subject to revisions consistent with changing laws, regulations, and needs of DFW. The resolution of the Board of Directors shall include a detail of all substantive changes to the policy.

25.0 PRECEDENCE A. Should there be any discrepancies, conflicts or inconsistencies between the Act and the Investment Policy, the Act shall take precedence. Similarly, if the Investment Policy does not provide complete or clear direction, the Act shall be the controlling guidance.

26.0 EFFECTIVE DATE A. In order to allow sufficient time for the approval process and to notify broker/dealers under this Investment Policy, the effective date of this Investment Policy is February 3, 2020 The Investment Policy approved on December 6, 2018 shall remain effective until that date. DFW Airport Investment Policy Page 8

SECTION II

INVESTMENT STRATEGIES

A. PORTFOLIO STRATEGY

1.0 PURPOSE A. These investment strategies (“Investment Strategies”) conform to the requirements of the Texas Public Funds Investment Act (“the Act”) Government Code 2256.005 (d) which states: “As an integral part of an investment policy, the governing body shall adopt a separate written investment strategy for each of the funds or group of funds under its control. Each investment strategy must describe the investment objectives for the particular fund using the following priorities in order of importance: 1) Understanding of the suitability of the investment to the financial requirements of the entity 2) Preservation and safety of principal 3) Liquidity 4) Marketability of the investment if a need arises to liquidate before maturity 5) Diversification of the investment portfolio 6) Yield B. The strategies provide guidelines for the day-to-day management of DFW’s investment portfolio in a dynamic and changing market environment. C. In the event a new fund is created that is not covered in the strategies below, that fund may be invested according to guidelines established at that time by the Chief Financial Officer until this investment policy is amended by approval of the Board no later than the next annual adoption of the policy.

2.0 OPTIMIZATION OF INTEREST A. To optimize interest earnings, below are the recommended strategies to employ when market conditions vary. 1) In markets where time risk is rewarded, invest for longer terms. This market has a normal Treasury yield curve. 2) In markets where time risk is not rewarded, invest for shorter terms. This will provide the opportunity and the funds to reinvest when markets improve. This market has a flat or inverted Treasury yield curve.

3.0 PORTFOLIO DIVERSIFICATION A. Risk in the portfolio will be minimized by diversifying investment types and issuers according to the following limitations. B. Diversification targets and limits will be monitored on a quarterly basis. C. In the event a pooled fund group is formed at DFW, as defined in the Act, the maximum dollar- weighted average maturity will be 90 days. D. In case of Internal sales from one fund to another, the buying fund maximum maturity may not be exceeded for more than 60days. Should a transaction of this nature happen, such should be noted in the appropriate quarterly investment report.

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Maximum Limits by Investment Sector Minimum Ratings Maximum Maturity U.S. Treasury Notes/Bills N/A 100% 10 years U.S. Agencies & Instrumentalities N/A 100% 10 years Texas Agencies or N/A 100% 10 years Instrumentalities Certificates of Deposit N/A 100% 5 years Banker’s Acceptances Short-Term A1/P1 20% 270 days A or equivalent by one nationally Municipals 30% 10 years recognized ratings agency A or equivalent by one nationally Repurchase Agreements 100% 5 years recognized ratings agency A or equivalent by one nationally Guaranteed Investment Contract 100% 5 years recognized ratings agency Money Market Mutual Funds N/A 55% N/A Stable Value AAA or AAAm by one nationally No Load Mutual Funds 15% N/A recognized rating agency AAA or AAAm by one nationally Local Government Pool 55% recognized rating agency Callable U.S. Agencies N/A 40% 10 years A1/P1 by two recognized ratings Commercial Paper 25% 270 days agencies

Maximum Limits for Individual Issuers Issuer Under Each Category Percentage U.S. Agencies & Instrumentalities 40% Certificates of Deposit 20% Banker’s Acceptances 5% Municipals – State & Local 10% Municipals – Out-of-State 10% Repurchase Agreements 25% Guaranteed Investment Contracts 25% Money Market Mutual Funds (A1) 20% Local Government Pools 55% No Load Mutual Funds 15% Commercial Paper 10%

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B. STRATEGIES BY FUND

1.0 OPERATING FUNDS (102) A. The Operating Fund has two strategies. One for general operating funds and another for reserve- type funds 1) General Operating Funds (Funds 1XX -other than reserve -type Funds) (a) Fund Purpose: The main Operating Fund is used to meet daily operating and maintenance expenses, and to provide for the monthly transfers to the various interest and sinking funds that accumulate the annual debt service coverage. (b) Estimated Fund Retention: Securities will be positioned to mature within one year. (c) Maximum Maturity: One year (d) Target Weighted Average Maturity (“WAM”): 180 days (e) Appropriate Investments: Liquidity is essential to meet DFW’s ongoing obligations and may be effectively achieved with approved short-term investments. Diversification by maturity date may assure that funds are available to meet obligations. (f) Yield Objective: Shall be to optimize investment earnings within policy guidelines and liquidity constraints. (g) Benchmark: The benchmark is the average 3-month Treasury Bill yield over the quarterly reporting period. 2) Three Month Operating Reserve and Rolling Coverage Funds (a) Fund Purpose: The Three Month Operating Reserve Fund is a long-term reserve fund equal to one-quarter of the current operating expenses of DFW. The Rolling Coverage Fund is a long-term reserve fund equal to one-quarter of DFW’s annual debt service payments. (b) Estimated Fund Retention: As reserve funds, the balance is stable and long-term. (c) Maximum Maturity: The maximum maturity is 10 years, however, at the end of the preceding quarter, at least 75% of the combined funds referenced in 2) above shall have final maturities of five years or less. (d) Target WAM: Shall range from 24 to 48 months depending on perceived market conditions. (e) Appropriate Investments: Any investments authorized by policy, except Guaranteed Investment Contracts (GIC’s) and Flexible Repurchase Agreements are suitable for this reserve fund. Liquidity is not a primary concern. Diversification by issuer is also preferred but shall be considered primarily as part of the overall portfolio. (f) Yield Objective: Shall be to optimize interest earnings by extending portfolio maturities thereby taking advantage of upward sloping yield curves or locking in higher yields during periods of monetary policy easing. (g) Benchmark: Shall be the average 2-Year Treasury Note yield over the quarterly reporting period.

2.0 PFC FUND (252) A. Fund Purpose: This fund is for passenger facility charges (“PFC”) revenue that is segregated per law. B. Estimated Fund Retention: DFW will spend PFCs at the same rate they are collected. C. Maximum Maturity: One year D. Target WAM: 180 days E. Appropriate Investments: Liquidity is essential to meet the monthly debt service payments to the Interest and Sinking Funds. Therefore, securities with active secondary markets and a high degree of marketability are preferred. Diversification by issuer is also preferred but shall be considered primarily as part of the overall portfolio. F. Yield Objective: Shall be to optimize interest earnings within policy guidelines and liquidity constraints. G. Benchmark: The 3-month Treasury Bill yield will be the benchmark.

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3.0 CAPITAL FUNDS A. Joint Capital Account (320) 1) Fund Purpose: As part of the new Use Agreement, the Joint Capital Fund is a segregated fund for capital improvements subject to airline approval (MII). 2) Estimated Funds Retention: Funds in this account will be expended over a one to three year period. DFW currently plans to use the Joint Capital Account to fund scheduled projects, then to reimburse the Joint Capital Account from the issuance of bonds during construction. In addition, DFW expects to maintain a core amount of about $200 million that may be held for longer periods. This Account is funded from proceeds from natural gas royalties and the sale of real estate. 3) Maximum Maturity: Five years 4) Target WAM: The target weighted average maturity of the Joint Capital Account shall be based on an annual review of expected cash flows, but will normally range from 180 days to three years. Whenever possible, the maturity structure shall be laddered with securities maturing on various dates to meet known obligations. 5) Appropriate Investments: Liquidity is essential to meet DFW’s ongoing obligations and may be effectively achieved with the use of short and long-term investments. Diversification by maturity date will assure that funds are available to meet obligations. 6) Yield Objective: Shall be to optimize interest earnings within policy guidelines and liquidity constraints. 7) Benchmark: The benchmark for this fund shall be the one-year Moving Treasury Average (“MTA”) over the quarterly reporting period.

B. DFW Capital Account (340) 1) Fund Purpose: The DFW Capital Fund is a segregated account for discretionary capital improvements. Expenditures from this fund do not require approval from the airlines. 2) Estimated Funds Retention: The DFW Capital Fund will generally pay for capital projects in one to three years. 3) Maximum Maturity: Three years 4) Target WAM: The target weighted average maturity shall be 180 days to two years depending on perceived market conditions and expected liquidity in the fund 5) Appropriate Investments: Any short-term investments authorized by policy 6) Yield Objective: Shall be to optimize interest earnings within policy guidelines and liquidity constraints. 7) Benchmark: Shall be the 6-month Treasury Bill yield over the quarterly reporting period. C. Bond and Commercial Paper Funds (Joint and DFW Capital) 1) The investing of bond proceeds is subject to policy limitations and the bond covenants. Where differences exist, the bond covenants will prevail. The bond proceeds are designated for construction and capitalized interest payments. (a) Fund Purpose: The bond funds are used to reimburse construction funds and are to be expended in accordance with the anticipated timeframe for the projects involved. to pay capitalized interest on semi-annual debt service payments. (b) Estimated Fund Retention: Fund will be expended based on construction. (c) Maximum Maturity: Not to exceed three years. (d) Target WAM: One year. (e) Appropriate Investments: Subject to the restrictions of individual bond covenants, any investment authorized by policy except non-2a7 mutual funds are suitable for investment of Bond Funds. Liquidity is essential to meet capitalized interest debt service payments. (f) Yield Objective: Shall be to optimize interest earnings within known cash flow requirements, policy guidelines and individual bond covenants. (g) Benchmark: The benchmark for this fund is the 6-month Treasury Bill 2) Construction Funds (Joint and DFW Capital) – Funds are zero balance accounts.

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4.0 INTEREST AND SINKING FUNDS (500s) A. Fund Purpose: The purpose of the Interest and Sinking (I&S) Funds is to meet semi-annual debt service obligations. B. Estimated Funds Retention: Short-term to meet semi-annual debt service payments C. Maximum Maturity: One year D. Target WAM: 90 –270days E. Appropriate Investments: Any short-term investments authorized by policy, except 2a7 mutual funds, are suitable for the Interest & Sinking Funds. Securities possessing active secondary markets and a high degree of marketability are preferred. Diversification by issuer is also preferred but will be considered primarily as part of the overall portfolio. F. Yield Objective: The yield objective shall be to optimize interest earnings within policy guidelines and liquidity constraints. G. Benchmark: The benchmark for this fund shall be the average 3-month Treasury Bill yield over the quarterly reporting period.

5.0 DEBT SERVICE RESERVE FUNDS (600s) A. Fund Purpose: In case of an emergency, the Debt Service Reserve Fund will be used to make debt service payments. B. Estimated Funds Retention: Long-term C. Maximum Maturity: The maximum maturity is 10 years, however, at the end of the preceding quarter, at least 75% of the fund shall have final maturities of five years or less. D. Target WAM: Shall be from 2 - 4 years depending on perceived market conditions. E. Appropriate Investments: Any investments authorized by policy, except Guaranteed Investment Contracts (GIC’s) are suitable for the Debt Service Reserve Fund. Liquidity is not a primary concern, although securities possessing active secondary markets and a high degree of marketability are preferred. Issuer and maturity date diversification is also preferred, but shall be considered primarily as part of the overall portfolio. F. Yield Objective: Shall be to optimize interest earnings by extending portfolio maturities, thereby taking advantage of upward sloping yield curves, or locking in higher yields during periods of monetary policy easing. G. Benchmark for this fund shall be the average 2-Year Treasury Note yield over the quarterly reporting period.

6.0 PFIC FUNDS – Funds 900s A. CTC Funds 1) Fund Purpose: Used to pay rental car center (“RAC”) bus operating expenses. 2) Estimated Funds Retention: Less than one year. 3) Maximum Maturity: One year. 4) Target WAM: 180 days 5) Appropriate Investments: short-term 6) Yield Objective: Liquidity takes precedence and then maximize yield within the short-term time frame 7) Benchmark: Average 3-month Treasury Bill over the reporting period B. CFC Funds 1) Fund Purpose: To pay monthly debt service payments of RAC refunding bonds and to use for PFIC-approved capital expenditures. 2) Estimated Funds Retention: Three to five years for a core amount (approximately $25 million) and one to two years for the remaining. 3) Maximum Maturity: Five years for the core amount and two years for the remainder. 4) Target WAM: 180 to 360 days depending on projected cash flows. 5) Appropriate Investments: short to mid-term

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6) Yield Objective: Liquidity takes precedence and then maximize yield within the short to mid- term time frame for the non-core 7) Benchmark: Average 6-month Treasury Bill over the reporting period C. Hotels Operating Funds 1) Fund Purpose: To pay for hotel operating expenses may be used for PFIC-approved expenditures. 2) Estimated Funds Retention: Approximately one year. 3) Maximum Maturity: One Year 4) Target WAM: 180 days 5) Appropriate Investments: Short-term 6) Yield Objective: Liquidity takes precedence and then maximize yield within the short to mid- term time frame 7) Benchmark: 3-month Treasury Bill D. Hotels FF&E Funds 1) Fund Purpose: To purchase furniture, fixtures and equipment for the hotel per budget. 2) Estimated Funds Retention: One year. 3) Maximum Maturity: One year. 4) Target WAM: 90 to 180 days 5) Appropriate Investments: Short-term investments such as discos, money markets and commercial paper. 6) Yield Objective: Liquidity takes precedence and then maximize yield within the short-term time frame 7) Benchmark: 3-month Treasury Bill E. Hotels and West Business Center Capital Accounts 1) Fund Purpose: To supplement the FF&E funds to pay for PFIC approved long-term capital projects. 2) Estimated Funds Retention: Up to three years, based on new PFIC Investment opportunities. 3) Maximum Maturity: 3 years 4) Target WAM: 180 days to 2 years 5) Appropriate Investments: Any investments authorized by policy, except GICs and Repos. 6) Yield Objective: Maximize yield by extending maturities of funds that will not be expended soon. 7) Benchmark: 1-year Treasury Bill.

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SECTION III

2020 APPROVED BROKER/DEALERS

Vining Sparks IBG, LP Stifel Nicolaus & Company 2107 Elliott Avenue, 5956 Sherry Lane, Suite 208 Suite 875 Seattle, WA 98121 Dallas, TX 75225 Anthony Nelson, 206-443-7256 Mike Bell Mark Stahl, 206-443-7258 (214) 706-9469

Wells Fargo Securities LLC Rice Securities, LLC 1445 Ross Avenue, Minority Owned 2nd Floor 55 Broad Street, 27th Floor Dallas, TX 75202 New York, NY 10004 Michael Minahan Jared Fragin & Tim Barbera (214) 777-4014 (212)-908-9260

Multi-Bank Securities, Inc. 20 North Wacker Dr. Piper Jaffray & Co. Chicago, IL 60606 1177 West Loop South, Carol Mackoff Suite 1500 (888) 857-4740 Houston, TX 77027 Ken Bruce Jason Jeansonne (888) 537-0740 (713) 343-3915

Money Market Investments Samuel A. Ramirez & Co., Inc. JP Morgan Chase Minority Owned (Commercial Bank) 61 Broadway, Suite 2924 420 Throckmorton, 4th Floor New York, NY 10006 Fort Worth, TX. 76102 Tracy Marcus and Mike Wilson T. Ryan Greenwalt (817) 884-4283 (212) 378-7122

Note: If a broker/dealer is minority-owned or a primary dealer this is noted under the firm’s name.

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SECTION IV

2020 APPROVED INVESTMENT TRAINING SOURCES & INVESTMENT OFFICER’S TRAINING CERTIFICATES

. Alliance of Texas Treasury Associations (TEXPO Conferences)

. University of North Texas Center for Public Management

. Patterson & Associates

. Texas State University - William P. Hobby Center for Public Service

. Government Treasury Association of Texas - Conferences/Classes

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SECTION V PUBLIC FUNDS INVESTMENT ACT

There were no amendments to the PFIAs in 2019 by the Texas Legislature, that affects this policy.

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SECTION VI PUBLIC FUNDS COLLATERAL ACT

There were no amendments to the Texas PFCAs in 2019 that affects this policy.

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Dallas Fort Worth International Airport

INVESTMENT POLICY and STRATEGIES

Revised and Approved: December 5, 2019 August 12September 3, 2020 Effective Date of Policy: February 3, 2020 September 3rd , 2020 Formatted: Superscript

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TABLE OF CONTENTS

Section I Investment Policy

Section II Investment Strategy

Section III Approved Broker/Dealers

Section IV Approved Investment Training Sources & Current Investment Officer’s Training Certificates

Section V Texas Public Funds Investment Act

Section VI Texas Public Funds Collateral Act

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SECTION I INVESTMENT POLICY

1.0 INTRODUCTION AND PURPOSE A. This policy (“Investment Policy”) shall provide the guidelines by which the Dallas/Fort Worth International Airport Board (“DFW”) will maintain adequate cash to meet its liquidity needs and to provide protection for its principal while optimizing yield. This policy also serves to satisfy the statutory requirements of defining and adopting a formal investment policy as required by the Texas Public Funds Investment Act, Government Code Chapter 2256 (the “Act”) as amended and effective June 17, 2011 (see Section V below) and provides compliance with existing bond ordinances. All investments made by DFW shall comply with the Act, and federal, state and local statutes, rules and regulations.

2.0 SCOPE A. This Investment Policy applies to the operating funds, special purpose funds, interest and sinking funds, reserve funds, bond funds and FIC funds of DFW. Excluded from this policy are the Dallas/Fort Worth International Airport Employees’ Retirement Plans and funds held by a trustee in accordance with an authorized trust agreement. The investment of bond funds (as defined by the Internal Revenue Service) is managed in accordance with their governing resolution and all applicable state and federal law.

3.0 INVESTMENT OBJECTIVES A. Investment of the funds covered by this policy is governed by the following objectives in the order of priority: 1) Safety of Principal a) The primary objective of all investment activity is the preservation of capital and safety of principal in the overall portfolio. Each investment transaction will seek to ensure first that capital losses are avoided, whether they are from security defaults or erosion of market value. b) DFW seeks to control risk of loss due to the failure of a security issuer or grantor. Such risk will be controlled by investing only in the safest type of securities as defined in the policy; by collateralization as required by law; and through portfolio diversification by maturity and type. 2) Maintenance of Adequate Liquidity: To the extent that cash flow requirements can be reasonably anticipated, investments are managed to meet them. Liquidity needs are met by investing in investment pools, no-load money market funds and interest-bearing demand bank accounts that allow for same day withdrawals. 3) Public Trust: All participants in DFW’s investment process shall seek to act responsibly as custodians of the public trust. Investment Officers (as defined in Section 13.0 below) shall avoid any transactions that impair the public confidence in DFW. 4) Optimization of Interest Earnings: The investment portfolio is managed with the objective of optimizing interest earnings while remaining in compliance with the policy, the law, and the Airport’s risk tolerance, as expressed in this policy. Optimizing interest earnings, although important, is subordinate to the safety and liquidity objectives of DFW.

4.0 AUTHORIZED INVESTMENTS A. Investments described below are authorized by the Act and are eligible investments for DFW. The purchase of specific issues may at times be restricted or prohibited by the Finance/Audit Committee and Board of Directors. Except for money market mutual funds, at no time shall any single security (cusip) exceed 5% of total DFW funds unless said investment consists of or is collateralized by instruments described in Section 9.0. DFW funds governed by this policy may be invested in: 1) Obligations of the United States or its agencies or instrumentalities as permitted by Government Code 2256.009(a)(1)

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2) Obligations of the State of Texas or its agencies or instrumentalities as permitted by Government Code 2256.009(a)(2) 3) Other obligations, the principal and interest of which are unconditionally guaranteed or insured by the full faith and credit of this State or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States, as permitted by Government Code 2256.009 (a) 4) Municipal obligations having a minimum bond rating of A as permitted by Government Code 2256.009(a)(5) 5) Certificates of deposit and share certificates as permitted by Government Code 2256.010 6) Fully collateralized repurchase agreements permitted by Government Code 2256.011 7) Banker’s acceptances as permitted by Government Code 2256.012 8) Commercial paper as permitted by Government Code 2256.013 that is issued in the United States and pre-approved by at least two Investment Officers 9) Two types of mutual funds as permitted by Government Code 2256.014 - money market mutual funds and no-load mutual funds 10) A guaranteed investment contract (“GIC”) as an investment vehicle for bond proceeds provided it meets the criteria and eligibility requirements established by Government Code 2256.015 11) Public funds investment pools as permitted by Government Code 2256.016

5.0 INTEREST-BEARING DEMAND BANK ACCOUNTS A. In addition to regular demand bank accounts, DFW may deposit funds into interest-bearing demand bank accounts. 1) Interest-bearing demand bank accounts shall be considered the same as demand bank accounts in that collateral shall conform to the same levels contractually agreed upon in the depository contract. 2) Letters of credit issued by the Federal Home Loan Bank (“FHLB”) agency can be accepted as collateral for interest bearing demand bank accounts, in an amount not to exceed $200 million.

6.0 UNAUTHORIZED INVESTMENTS A. The following investments are specifically prohibited under this Policy: 1) Collateral mortgage obligations and any derivatives thereof 2) Asset-backed commercial paper 3) Investments specifically prohibited by Government Code 2256.009(b) 4) Investments with maturities greater than ten years based on DFW’s original settlement (purchase) date B. Disposition of investments that were authorized investments at the time of purchase but have subsequently become unauthorized: 1) DFW is not required to liquidate investments that were authorized investments at the time of purchase. Per Government Code 2256.017, the decision to sell such a security will be reasonably and prudently reviewed by the Investment Officers and a determination made with the best interest of DFW in mind.

7.0 CREDIT RATING MONITORING A. DFW will monitor credit rating changes monthly through the Bloomberg Launchpad Program. Investments required to be monitored must have a minimum required rating as stated in Government Code 2256.009. If an investment no longer has the minimum rating required, the Investment Officers will take all prudent measures that are consistent with this investment policy, including possible liquidation of the investment.

8.0 SPECIAL PLACEMENT OF CERTIFICATES OF DEPOSIT A. The Board of Directors may authorize placement of certificates of deposit (“CD”) with small, local financial institutions located in the Dallas/Fort Worth metropolitan statistical area, in an amount not greater than $1,000,000 and with maturities of one year or less, without seeking competitive bids.

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9.0 COLLATERAL A. CERTIFICATES OF DEPOSIT COLLATERAL 1) Authorization: Consistent with the Texas Government Code, Chapter 2257 (see Section VI), DFW requires all bank and savings and loan association deposits to be federally insured or collateralized with authorized securities. Financial institutions providing CDs, where collateral will be pledged, are required to sign a depository agreement with DFW. The safekeeping portion of the depository agreement will define DFW’s rights to the collateral in case of default, bankruptcy, or closing and will establish a perfected security interest in compliance with federal and state regulations. The depository agreement must: a) Be in writing; b) Be executed by the depository and DFW contemporaneously with the acquisition of the asset; c) Be approved by the depository’s board of directors or loan committee, with a copy of the meeting minutes delivered to DFW; and d) Be part of the depository’s “official record” continuously since its execution. 2) Allowable Collateral a) Obligations of the United States or its agencies or instrumentalities, as permitted by Government Code 2256.009. b) Obligations of the State of Texas or its agencies or instrumentalities, as permitted by Government Code 2256.009. c) Municipal obligations having a minimum bond rating of AA as permitted by Government Code 2256.009. d) Letters of credit issued by the Federal Home Loan Bank (“FHLB”) agency. The use of FHLB letters of credit as a form of collateral may be used for special placement of CDs as defined in Section 8.0. e) Surety bonds issued by financial institutions having at least an AA or an equivalent credit rating from at least one nationally recognized rating firm. Surety bonds shall be monitored annually to assure the bond remains in place and is of an amount adequate to meet this policy. f) Collateral as permitted by the pooled collateral state program under Subchapter F of the Public Funds Collateral Act. 3) Collateral Levels a) The market value of the principal portion of collateral pledged for CDs must at all times be equal to or greater than the par value of the CD plus accrued interest, less the applicable level of FDIC insurance. The collateral market value must be maintained at the following levels: (1) US Treasuries or agencies, State of Texas agencies or instrumentalities, and municipal obligations rated AA – 102% (2) Surety bonds rated AA – 100% (3) FHLB letters of credit – 100% (4) If multiple forms of collateral are utilized, the total collateral should be at least 102% 4) Monitoring Collateral Adequacy: Surety bonds and FHLB letters of credit will be monitored on an annual basis. Other types of acceptable collateral will be monitored on a monthly basis. An Investment Officer will monitor adequacy of collateralization levels to verify market values and total collateral positions. If the collateral pledged for a certificate of deposit falls below the par value of the deposit, plus accrued interest, less FDIC insurance, the institution issuing the CD will be notified by an Investment Officer and will be required to pledge additional collateral no later than the end of the next succeeding business day after notice. 5) Safekeeping of Collateral: All collateral securing bank and savings and loan deposits, with the exception of surety and FHLB Letters of Credit, must be held by a third-party institution, in DFW’s name, meeting the requirements of the Public Funds Collateral Act and acceptable to DFW, or by the Federal Reserve Bank.

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B. COLLATERAL FOR REPURCHASE AGREEMENTS AND GUARANTEED INVESTMENT CONTRACTS (“GICs”)

1) Authorization: Repurchase agreements or GICs must also be secured in accordance with State law. Counter-parties to a repurchase transaction will be required to sign a copy of the Bond Market Association Master Repurchase Agreement or a form compliant with such agreement as approved by DFW. An executed copy of this Agreement must be on file before DFW will enter into any transaction with counter-parties. The Finance and Audit Committee and the Board of Directors must approve all Master Repurchase Agreements and GICs. 2) Allowable Collateral a) United States Treasuries b) United States Agencies or Instrumentalities c) Collateral as permitted by the pooled collateral state program under Subchapter F of the Public Funds Collateral Act. d) Cash in combination with the obligations described in a) through c) above. 3) Collateral Levels a) A repurchase agreement or GIC’s security value will be the par value plus accrued interest. The collateral market value must be maintained at the following minimum levels:

Agreement Maturities Greater Than One Business Day U. S. Treasury Securities 102% U. S. Agency and Instrumentalities 102%

Agreement Maturities Not Exceeding One Business Day All Securities 100%

4) Monitoring Collateral Adequacy: Monthly monitoring by an Investment Officer of market values of all underlying securities purchased as collateral for repurchase agreements and GICs is required. If the value of the securities underlying an agreement should fall below the required amount, an Investment Officer will notify the repo or GIC issuer, who will have one business day from notice to remedy the insufficiency. 5) Safekeeping of Collateral: The securities pledged under repurchase agreements and GICs must be delivered to a third-party custodian with whom DFW has established a safekeeping agreement. C. COLLATERAL SUBSTITUTION 1) Collateral substitutions are permitted when the substitute collateral is of the type allowable by this policy and maintains the collateral levels required by this policy. Notice of collateral substitution must be submitted in writing to DFW within three business days of the substitution and include the type and market value of both the collateral substituted and the substitute collateral. The Investment Officers may prohibit or limit substitution and assess appropriate fees if substitution becomes excessive or abusive. Any costs relating to the substitution of collateral must be the responsibility of the institution requesting the substitution.

10.0 SAFEKEEPING OF INVESTMENTS A. All securities transactions will be executed by “delivery versus payment” (DVP) or “receive versus payment” (RVP) through DFW’s Safekeeping Agent (as defined below). By so doing, DFW funds are not released until DFW has received, through the Safekeeping Agent, the securities purchased. 1) Safekeeping Agreement - DFW will contract with an independent third-party custodian (the “Safekeeping Agent”) for the safekeeping of securities owned by DFW as a part of its investment portfolio. All securities shall be held in the name of DFW and shall be evidenced by a monthly statement from the Safekeeping Agent.

11.0 FINANCE/AUDIT COMMITTEE A. The Finance and Audit Committee shall serve as the oversight committee relating to the investment of DFW’s funds. Responsibilities in this regard are to:

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1) Review and recommend approval by the Board of Directors of the Investment Policy on an annual basis as required by the Act.

2) Review and recommend approval by the Board of Directors of an Annual Investment Strategy for each fund on an annual basis as required by the Act. 3) Review investment reports on a quarterly basis.

12.0 REVIEW AND ADOPTION A. This Investment Policy, Investment Strategies, Approved Investment Training Sources, and Approved Broker/Dealers List will be reviewed annually by the Finance and Audit Committee and approved by the Board of Directors. Interim amendments must be reviewed by the Finance and Audit Committee and approved by the Board of Directors.

13.0 AUTHORITY TO INVEST A. The Chief Financial Officer, the Vice President of Treasury Management, , Senior Cash & Investment Manager, Treasury Analyst and the Cash & Investment Manager are the “Investment Officers” of DFW. Except as limited below, Investment Officers are authorized to deposit, withdraw, transfer, and execute documentation with regards to investments, and manage DFW funds in accordance with this Investment Policy and Strategies. All investment purchases and sales, excluding money market fund transfers on established accounts, require the approval of two investment officers. Approval may be effected by email or text message with signatures to follow. B. The Cash & Investment Manager and the Treasury Analyst will exercise the rights of an Investment Officer, respectively, solely in the absence of any one or more of the primary officers – Chief Financial Officer, Vice President Treasury Management and Senior Cash and Investment Manager.

14.0 INVESTMENT TRAINING A. All “Investment Officers” are required to take at least 10 hours of investment training from an approved training source within 12 months after taking office or assuming duties. Thereafter, 10 hours of training is required once in every two fiscal years. The training will address investment controls, security risks, strategy risks, market risks, and compliance with the Act. If an Investment Officer is not in compliance with the Act, the officer will be suspended from the duties and responsibilities of the office until such time as they regain compliance. To ensure quality and suitability, training will be obtained from independent sources not involved in investment transactions with DFW, and that are approved by the Board of Directors. See Section IV of this policy book for a list of approved investment training sources

15.0 PRUDENCE A. The standard of prudence to be used by DFW will be the “prudent person standard” and will be applied in the context of managing the overall portfolio within the applicable legal constraints and under the prevailing economic conditions. The standard states: “Investments will be made with judgment and care, under circumstances then prevailing, that a person of prudence, discretion and intelligence would exercise in the management of the person’s own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived”. B. The designated Investment Officers will perform their duties with judgment and care in accordance with the adopted Investment Policy and internal procedures. Investment Officers, acting in good faith and in accordance with these policies and procedures, will be relieved of personal liability. In determining whether an investment officer has exercised prudence with respect to an investment decision (in addition to compliance with policies and procedures) the determination will be made taking into consideration the investment of all funds, or funds under the entity’s control, over which the officer had responsibility rather than a single investment.

16.0 STANDARD OF ETHICS A. The designated Investment Officers will adhere to Dallas / Fort Worth International Airport Board Code of Business Ethics and the Act. All Investment Officers will disclose to the Finance and Audit

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Committee their financial interests in financial institutions that conduct business with DFW, and they will disclose all personal financial/investment positions that could be related to the performance of DFW’s portfolio. Investment Officers will refrain from personal business activity, other than routine banking relations, that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions. Additionally, all Investment Officers will file with the Texas Ethics Commission and DFW a statement disclosing any personal business relationship with an entity seeking to sell investments to DFW or any relationship within the second degree by affinity or consanguinity to an individual seeking to sell investments to DFW. B. All Investment Officers shall certify in writing to the Chief Executive Officer no later than December 31 of each year that they have no personal business relationship with any investors or investment companies currently involved in investment activities or seeking investment opportunities with DFW. Written notice shall be made to the Texas Ethics Commission only if such relationship exists.

17.0 ESTABLISHMENT OF INTERNAL CONTROLS A. The Finance and Audit Committee of the Board of Directors will oversee the investment officers in the maintenance of a system of internal controls over the investment activities of DFW. DFW, in conjunction with its annual financial audit, will perform a compliance audit of management controls on investments and adherence to the Investment Policy.

18.0 REPORTING A. Investment performance will be monitored and evaluated by the Investment Officers. The Investment Officers will provide a quarterly comprehensive report, as defined in the Act, signed by all Investment Officers to the Finance and Audit Committee, the Board of Directors and to the Chief Executive Officer. An independent auditor will formally review the investment reports at least annually and the result of the review reported to the governing body by that auditor. DFW will utilize a nationally recognized pricing service to obtain market prices for investments acquired with public funds. This investment report will: 1) Describe in detail the investment position of DFW on the date of the report; 2) State the reporting period beginning market value and ending market value for the period of each pooled fund group. 3) Include all fully accrued interest as of the end of the reporting period. 4) State the reporting period, beginning market value and book value and ending market value and book value for each investment security by asset type and fund type. 5) State the maturity date of each investment security. 6) State the fund for which each investment security was purchased, and 7) State the compliance of the investment portfolio with the Investment Policy, Investment Strategy and the Act.

19.0 BROKER/DEALERS A. Annually, DFW shall adopt a list of qualified broker/dealer firms authorized to engage in investment transactions with DFW. B. The Investment Officers shall evaluate the broker/dealers and select not less than five and not more than seven broker/dealers, excluding the depository bank, to be presented to the Board of Directors for approval. C. Each broker/dealer firm, at least annually, shall sign a letter of acknowledgment that: 1) The qualified broker/dealer representative signing the acknowledgment is authorized to execute the document on behalf of the Broker/Dealer company; 2) That the qualified broker/dealer representative has received and reviewed the Investment Policy and Strategies;

D. DFW may not purchase investments from a new broker/dealer until the acknowledgement has been signed and received by the Investment Officer(s). E. New broker/dealers shall complete and submit a broker/dealer questionnaire provided by DFW

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. F. Approved broker/dealers with securities inventories available electronically for view and/or purchase, shall provide DFW the ability to view and purchase investments electronically. Failure of a broker/dealer to notify DFW of the ability to view and/or purchase investments electronically or to deny access may be cause for termination. G. In the event that DFW’s current depository is not an approved broker/dealer, there shall be a separate certification signed by a qualified representative of the bank. Such certification will cover daily sweep investments and money market transactions within the depository bank. H. This Investment Policy is in effect until the Board of Directors approves a superseding policy and said policy has been made available to the broker/dealers. The Investment Officers shall provide a new investment policy approved by the Board of Directors within 60 days of approval.

20.0 COMPETITIVE PRACTICES A. Investment transactions governed by this policy will adhere to bidding procedures as outlined in the Public Funds Investment Act, whether the transaction is executed by an Investment Officer or by a contracted investment advisor. Viewing published broker/dealer’s inventories available for sale may be considered an offer and a part of the competitive review process. At least three (3) competitive offers/bids for all security transactions is required.

21.0 ELECTRONIC PORTALS A. Investment Officers may use electronic portals such as Bloomberg to view, solicit and complete securities sales and purchase transactions.

22.0 DIVERSIFICATION A. Diversification by investment type will be maintained to ensure an active and efficient secondary market in portfolio investments and to control the market and credit risks associated with specific investment types. B. Bond proceeds may be invested in a single security or investment if the Finance/Audit Committee determines that such an investment is necessary to comply with federal arbitrage restrictions or to facilitate arbitrage record keeping and calculation.

23.0 SALE OF SECURITIES A. A security may be liquidated to meet unanticipated cash requirements, to minimize the loss of principal on a declining credit security or to re-deploy cash into other investments expected to outperform current holdings, or otherwise improve the quality, yield or target duration in the portfolio.

24.0 INVESTMENT POLICY ADOPTION A. DFW’s Investment Policy shall be adopted by resolution of the Board of Directors at least annually. It is DFW’s intent to comply with state law and regulations. The Investment Policy shall be subject to revisions consistent with changing laws, regulations, and needs of DFW. The resolution of the Board of Directors shall include a detail of all substantive changes to the policy.

25.0 PRECEDENCE A. Should there be any discrepancies, conflicts or inconsistencies between the Act and the Investment Policy, the Act shall take precedence. Similarly, if the Investment Policy does not provide complete or clear direction, the Act shall be the controlling guidance.

26.0 EFFECTIVE DATE A. In order to allow sufficient time for the approval process and to notify broker/dealers under this Investment Policy, the effective date of this Investment Policy is February 3, 2020 The Investment Policy approved on December 6, 2018 shall remain effective until that date. DFW Airport Investment Policy Page 8

SECTION II

INVESTMENT STRATEGIES

A. PORTFOLIO STRATEGY

1.0 PURPOSE A. These investment strategies (“Investment Strategies”) conform to the requirements of the Texas Public Funds Investment Act (“the Act”) Government Code 2256.005 (d) which states: “As an integral part of an investment policy, the governing body shall adopt a separate written investment strategy for each of the funds or group of funds under its control. Each investment strategy must describe the investment objectives for the particular fund using the following priorities in order of importance: 1) Understanding of the suitability of the investment to the financial requirements of the entity 2) Preservation and safety of principal 3) Liquidity 4) Marketability of the investment if a need arises to liquidate before maturity 5) Diversification of the investment portfolio 6) Yield B. The strategies provide guidelines for the day-to-day management of DFW’s investment portfolio in a dynamic and changing market environment. C. In the event a new fund is created that is not covered in the strategies below, that fund may be invested according to guidelines established at that time by the Chief Financial Officer until this investment policy is amended by approval of the Board no later than the next annual adoption of the policy.

2.0 OPTIMIZATION OF INTEREST A. To optimize interest earnings, below are the recommended strategies to employ when market conditions vary. 1) In markets where time risk is rewarded, invest for longer terms. This market has a normal Treasury yield curve. 2) In markets where time risk is not rewarded, invest for shorter terms. This will provide the opportunity and the funds to reinvest when markets improve. This market has a flat or inverted Treasury yield curve.

3.0 PORTFOLIO DIVERSIFICATION A. Risk in the portfolio will be minimized by diversifying investment types and issuers according to the following limitations. B. Diversification targets and limits will be monitored on a quarterly basis. C. In the event a pooled fund group is formed at DFW, as defined in the Act, the maximum dollar- weighted average maturity will be 90 days. D. In case of Internal sales from one fund to another, the buying fund maximum maturity may not be exceeded for more than 60days. Should a transaction of this nature happen, such should be noted in the appropriate quarterly investment report.

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Maximum Limits by Investment Sector Minimum Ratings Maximum Maturity U.S. Treasury Notes/Bills N/A 100% 10 years U.S. Agencies & Instrumentalities N/A 100% 10 years Texas Agencies or N/A 100% 10 years Instrumentalities Certificates of Deposit N/A 100% 5 years Banker’s Acceptances Short-Term A1/P1 20% 270 days A or equivalent by one nationally Municipals 30% 10 years recognized ratings agency A or equivalent by one nationally Repurchase Agreements 100% 5 years recognized ratings agency A or equivalent by one nationally Guaranteed Investment Contract 100% 5 years recognized ratings agency Money Market Mutual Funds N/A 55% N/A Stable Value AAA or AAAm by one nationally No Load Mutual Funds 15% N/A recognized rating agency AAA or AAAm by one nationally Local Government Pool 55% recognized rating agency Callable U.S. Agencies N/A 40% 10 years A1/P1 by two recognized ratings Commercial Paper 25% 270 days agencies

Maximum Limits for Individual Issuers Issuer Under Each Category Percentage U.S. Agencies & Instrumentalities 40% Certificates of Deposit 20% Banker’s Acceptances 5% Municipals – State & Local 10% Municipals – Out-of-State 10% Repurchase Agreements 25% Guaranteed Investment Contracts 25% Money Market Mutual Funds (A1) 20% Local Government Pools 55% No Load Mutual Funds 15% Commercial Paper 10%

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B. STRATEGIES BY FUND

1.0 OPERATING FUNDS (102) A. The Operating Fund has two strategies. One for general operating funds and another for reserve- type funds 1) General Operating Funds (Funds 1XX -other than reserve -type Funds) (a) Fund Purpose: The main Operating Fund is used to meet daily operating and maintenance expenses, and to provide for the monthly transfers to the various interest and sinking funds that accumulate the annual debt service coverage. (b) Estimated Fund Retention: Securities will be positioned to mature within one year. (c) Maximum Maturity: One year (d) Target Weighted Average Maturity (“WAM”): 180 days (e) Appropriate Investments: Liquidity is essential to meet DFW’s ongoing obligations and may be effectively achieved with approved short-term investments. Diversification by maturity date may assure that funds are available to meet obligations. (f) Yield Objective: Shall be to optimize investment earnings within policy guidelines and liquidity constraints. (g) Benchmark: The benchmark is the average 3-month Treasury Bill yield over the quarterly reporting period. 2) Three Month Operating Reserve and Rolling Coverage Funds (a) Fund Purpose: The Three Month Operating Reserve Fund is a long-term reserve fund equal to one-quarter of the current operating expenses of DFW. The Rolling Coverage Fund is a long-term reserve fund equal to one-quarter of DFW’s annual debt service payments. (b) Estimated Fund Retention: As reserve funds, the balance is stable and long-term. (c) Maximum Maturity: The maximum maturity is 10 years, however, at the end of the preceding quarter, at least 75% of the combined funds referenced in 2) above shall have final maturities of five years or less. (d) Target WAM: Shall range from 24 to 48 months depending on perceived market conditions. (e) Appropriate Investments: Any investments authorized by policy, except Guaranteed Investment Contracts (GIC’s) and Flexible Repurchase Agreements are suitable for this reserve fund. Liquidity is not a primary concern. Diversification by issuer is also preferred but shall be considered primarily as part of the overall portfolio. (f) Yield Objective: Shall be to optimize interest earnings by extending portfolio maturities thereby taking advantage of upward sloping yield curves or locking in higher yields during periods of monetary policy easing. (g) Benchmark: Shall be the average 2-Year Treasury Note yield over the quarterly reporting period.

2.0 PFC FUND (252) A. Fund Purpose: This fund is for passenger facility charges (“PFC”) revenue that is segregated per law. B. Estimated Fund Retention: DFW will spend PFCs at the same rate they are collected. C. Maximum Maturity: One year D. Target WAM: 180 days E. Appropriate Investments: Liquidity is essential to meet the monthly debt service payments to the Interest and Sinking Funds. Therefore, securities with active secondary markets and a high degree of marketability are preferred. Diversification by issuer is also preferred but shall be considered primarily as part of the overall portfolio. F. Yield Objective: Shall be to optimize interest earnings within policy guidelines and liquidity constraints. G. Benchmark: The 3-month Treasury Bill yield will be the benchmark.

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3.0 CAPITAL FUNDS A. Joint Capital Account (320) 1) Fund Purpose: As part of the new Use Agreement, the Joint Capital Fund is a segregated fund for capital improvements subject to airline approval (MII). 2) Estimated Funds Retention: Funds in this account will be expended over a one to three year period. DFW currently plans to use the Joint Capital Account to fund scheduled projects, then to reimburse the Joint Capital Account from the issuance of bonds during construction. In addition, DFW expects to maintain a core amount of about $200 million that may be held for longer periods. This Account is funded from proceeds from natural gas royalties and the sale of real estate. 3) Maximum Maturity: Five years 4) Target WAM: The target weighted average maturity of the Joint Capital Account shall be based on an annual review of expected cash flows, but will normally range from 180 days to three years. Whenever possible, the maturity structure shall be laddered with securities maturing on various dates to meet known obligations. 5) Appropriate Investments: Liquidity is essential to meet DFW’s ongoing obligations and may be effectively achieved with the use of short and long-term investments. Diversification by maturity date will assure that funds are available to meet obligations. 6) Yield Objective: Shall be to optimize interest earnings within policy guidelines and liquidity constraints. 7) Benchmark: The benchmark for this fund shall be the one-year Moving Treasury Average (“MTA”) over the quarterly reporting period.

B. DFW Capital Account (340) 1) Fund Purpose: The DFW Capital Fund is a segregated account for discretionary capital improvements. Expenditures from this fund do not require approval from the airlines. 2) Estimated Funds Retention: The DFW Capital Fund will generally pay for capital projects in one to three years. 3) Maximum Maturity: Three years 4) Target WAM: The target weighted average maturity shall be 180 days to two years depending on perceived market conditions and expected liquidity in the fund 5) Appropriate Investments: Any short-term investments authorized by policy 6) Yield Objective: Shall be to optimize interest earnings within policy guidelines and liquidity constraints. 7) Benchmark: Shall be the 6-month Treasury Bill yield over the quarterly reporting period. C. Bond and Commercial Paper Funds (Joint and DFW Capital) 1) The investing of bond proceeds is subject to policy limitations and the bond covenants. Where differences exist, the bond covenants will prevail. The bond proceeds are designated for construction and capitalized interest payments. (a) Fund Purpose: The bond funds are used to reimburse construction funds and are to be expended in accordance with the anticipated timeframe for the projects involved. to pay capitalized interest on semi-annual debt service payments. (b) Estimated Fund Retention: Fund will be expended based on construction. (c) Maximum Maturity: Not to exceed three years. (d) Target WAM: One year. (e) Appropriate Investments: Subject to the restrictions of individual bond covenants, any investment authorized by policy except non-2a7 mutual funds are suitable for investment of Bond Funds. Liquidity is essential to meet capitalized interest debt service payments. (f) Yield Objective: Shall be to optimize interest earnings within known cash flow requirements, policy guidelines and individual bond covenants. (g) Benchmark: The benchmark for this fund is the 6-month Treasury Bill 2) Construction Funds (Joint and DFW Capital) – Funds are zero balance accounts.

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4.0 INTEREST AND SINKING FUNDS (500s) A. Fund Purpose: The purpose of the Interest and Sinking (I&S) Funds is to meet semi-annual debt service obligations. B. Estimated Funds Retention: Short-term to meet semi-annual debt service payments C. Maximum Maturity: One year D. Target WAM: 90 –270days E. Appropriate Investments: Any short-term investments authorized by policy, except 2a7 mutual funds, are suitable for the Interest & Sinking Funds. Securities possessing active secondary markets and a high degree of marketability are preferred. Diversification by issuer is also preferred but will be considered primarily as part of the overall portfolio. F. Yield Objective: The yield objective shall be to optimize interest earnings within policy guidelines and liquidity constraints. G. Benchmark: The benchmark for this fund shall be the average 3-month Treasury Bill yield over the quarterly reporting period.

5.0 DEBT SERVICE RESERVE FUNDS (600s) A. Fund Purpose: In case of an emergency, the Debt Service Reserve Fund will be used to make debt service payments. B. Estimated Funds Retention: Long-term C. Maximum Maturity: The maximum maturity is 10 years, however, at the end of the preceding quarter, at least 75% of the fund shall have final maturities of five years or less. D. Target WAM: Shall be from 2 - 4 years depending on perceived market conditions. E. Appropriate Investments: Any investments authorized by policy, except Guaranteed Investment Contracts (GIC’s) are suitable for the Debt Service Reserve Fund. Liquidity is not a primary concern, although securities possessing active secondary markets and a high degree of marketability are preferred. Issuer and maturity date diversification is also preferred, but shall be considered primarily as part of the overall portfolio. F. Yield Objective: Shall be to optimize interest earnings by extending portfolio maturities, thereby taking advantage of upward sloping yield curves, or locking in higher yields during periods of monetary policy easing. G. Benchmark for this fund shall be the average 2-Year Treasury Note yield over the quarterly reporting period.

6.0 PFIC FUNDS – Funds 900s A. CTC Funds 1) Fund Purpose: Used to pay rental car center (“RAC”) bus operating expenses. 2) Estimated Funds Retention: Less than one year. 3) Maximum Maturity: One year. 4) Target WAM: 180 days 5) Appropriate Investments: short-term 6) Yield Objective: Liquidity takes precedence and then maximize yield within the short-term time frame 7) Benchmark: Average 3-month Treasury Bill over the reporting period B. CFC Funds 1) Fund Purpose: To pay monthly debt service payments of RAC refunding bonds and to use for PFIC-approved capital expenditures. 2) Estimated Funds Retention: Three to five years for a core amount (approximately $25 million) and one to two years for the remaining. 3) Maximum Maturity: Five years for the core amount and two years for the remainder. 4) Target WAM: 180 to 360 days depending on projected cash flows. 5) Appropriate Investments: short to mid-term

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6) Yield Objective: Liquidity takes precedence and then maximize yield within the short to mid- term time frame for the non-core 7) Benchmark: Average 6-month Treasury Bill over the reporting period C. Hotels Operating Funds 1) Fund Purpose: To pay for hotel operating expenses may be used for PFIC-approved expenditures. 2) Estimated Funds Retention: Approximately one year. 3) Maximum Maturity: One Year 4) Target WAM: 180 days 5) Appropriate Investments: Short-term 6) Yield Objective: Liquidity takes precedence and then maximize yield within the short to mid- term time frame 7) Benchmark: 3-month Treasury Bill D. Hotels FF&E Funds 1) Fund Purpose: To purchase furniture, fixtures and equipment for the hotel per budget. 2) Estimated Funds Retention: One year. 3) Maximum Maturity: One year. 4) Target WAM: 90 to 180 days 5) Appropriate Investments: Short-term investments such as discos, money markets and commercial paper. 6) Yield Objective: Liquidity takes precedence and then maximize yield within the short-term time frame 7) Benchmark: 3-month Treasury Bill E. Hotels and West Business Center Capital Accounts 1) Fund Purpose: To supplement the FF&E funds to pay for PFIC approved long-term capital projects. 2) Estimated Funds Retention: Up to three years, based on new PFIC Investment opportunities. 3) Maximum Maturity: 3 years 4) Target WAM: 180 days to 2 years 5) Appropriate Investments: Any investments authorized by policy, except GICs and Repos. 6) Yield Objective: Maximize yield by extending maturities of funds that will not be expended soon. 7) Benchmark: 1-year Treasury Bill.

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SECTION III

2020 APPROVED BROKER/DEALERS

Vining Sparks IBG, LP Stifel Nicolaus & Company 2107 Elliott Avenue, 5956 Sherry Lane, Suite 208 Suite 875 Seattle, WA 98121 Dallas, TX 75225 Anthony Nelson, 206-443-7256 Mike Bell Mark Stahl, 206-443-7258 (214) 706-9469

Wells Fargo Securities LLC Rice Securities, LLC 1445 Ross Avenue, Minority Owned 2nd Floor 55 Broad Street, 27th Floor Dallas, TX 75202 New York, NY 10004 Michael Minahan Jared Fragin & Tim Barbera (214) 777-4014 (212)-908-9260

Multi-Bank Securities, Inc. 20 North Wacker Dr. Piper Jaffray & Co. Chicago, IL 60606 1177 West Loop South, Carol Mackoff Suite 1500 (888) 857-4740 Houston, TX 77027 Ken Bruce Jason Jeansonne (888) 537-0740 (713) 343-3915

Money Market Investments Samuel A. Ramirez & Co., Inc. JP Morgan Chase Minority Owned (Commercial Bank) 61 Broadway, Suite 2924 420 Throckmorton, 4th Floor New York, NY 10006 Fort Worth, TX. 76102 Tracy Marcus and Mike Wilson T. Ryan Greenwalt (817) 884-4283 (212) 378-7122

Note: If a broker/dealer is minority-owned or a primary dealer this is noted under the firm’s name.

DFW Airport Investment Policy Page 16

SECTION IV

2020 APPROVED INVESTMENT TRAINING SOURCES & INVESTMENT OFFICER’S TRAINING CERTIFICATES

. Alliance of Texas Treasury Associations (TEXPO Conferences)

. University of North Texas Center for Public Management

. Patterson & Associates

. Texas State University - William P. Hobby Center for Public Service

. Government Treasury Association of Texas - Conferences/Classes

DFW Airport Investment Policy Page 17

SECTION V PUBLIC FUNDS INVESTMENT ACT

There were no amendments to the PFIAs in 2019 by the Texas Legislature, that affects this policy.

DFW Airport Investment Policy Page 18

SECTION VI PUBLIC FUNDS COLLATERAL ACT

There were no amendments to the Texas PFCAs in 2019 that affects this policy.

DFW Airport Investment Policy Page 19

This page is intentionally blank.

DFW Airport Investment Policy Page 20

DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Finance/Audit Amendment to DFW Airport Board's Code of Rules and Regulations

Action That the Airport Board requests the Cities of Dallas and Fort Worth to approve an amendment to DFW International Airport's Code of Rules and Regulations to include proposed new streets at the Southwest Campus development site.

Description

• As part of the Southwest Campus Development site, DFW Airport is asking four new street names to be located within the site. • The proposed street names are: ♦ 20th Avenue (N & S) ♦ 22nd Avenue (N & S) ♦ 34th Street (E & W) ♦ 35th Street (E & W)

Justification

• Any new street additions much go through a formal codification process, which involves amending the DFW Airport Board's Code of Rules and Regulations. • Amendments to the Airport's Code of Rules and Regulations require approval by the Owner Cities of Dallas and Fort Worth • Construction of the streets has been completed..

D/S/M/WBE Information

• Not Applicable

Contract # Agreement # Purchase Order # Action Amount Revised Amount $0 $0

For Information contact Fund Project # External Funding Source Amount E. Rodriguez $0 3 5487 Resolution #

Additional Information

Additional Attachments: Y

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Airport Board requests the Cities of Dallas and Fort Worth to approve an amendment to DFW International Airport's Code of Rules and Regulatio to include proposed new streets at the Southwest Campus development site.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 19, 2020 10:34 am Finance and Development Aug 19, 2020 5:50 pm Business Diversity and Development Aug 20, 2020 11:13 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Legal Pending Aug 19, 2020 10:30 am Chief Executive Officer Date Appendix 1

Street Direction Hundred Block Speed Limit (MPH)

North Employee Parking N & S 1600 -1800 S 30 Loop Rd.

Express North Public N & S 1700 -1800 S 20 Loop Rd.

A Upper Level Rd. N & S 2000 - 2200 S 15

A Entrance Rd. N & S 2100 - 2173 20

A Exit Rd. N & S 2112 - 2171 20

A Recirculation Rd. N & S 2110 - 2171 15

A Lower Level Rd. N & S 2000 - 2200 S 15

B Public Loop Rd. N & S 2100 S 20

B Upper Level Rd N & S 2000 - 2200 S 15

B Lower Level Rd. N & S 2000 - 2200 S 15

C Public Loop Rd. N & S 2300 - 2400 S 20

C Upper Level Rd. N & S 2300 - 2400 S 15

C Lower Level Rd. N & S 2300 - 2400 S 15

D Service Level Rd. N & S 2275 - 2475 S 15

D Arrivals Level Rd. N & S 2325 - 2475 S 15

D Departures Level Rd. N & S 2325 - 2475 S 15

D Recirculation Rd. N & S 2350 - 2475 S 15

E Entrance Rd. N & S 2620 – 2691 20

E Exit Rd. N & S 2624 – 2689 20

E Recirculation Rd. N & S 2622-2689 15

E Upper Level Rd. N & S 2500 - 2700 S 15

E Lower Level Rd. N & S 2500 - 2700 S 15

Express South N & S 2600 S 15 Public Loop Rd.

Appendix 1

Street Direction Hundred Block Speed Limit (MPH) South Remote Parking N & S 2900 - 3000 S 20 Public Loop Rd.

South Employee Parking N & S 2900 - 3100 S 30 Loop Rd.

North Remote Carousel N & S 1600 - 1700 S 15 Connector Rd.

South Remote Carousel N & S 3050 - 3100 S 15 Connector Rd.

East Airfield Dr. N & S 2300 - 3400 S 45

South Airfield Dr. E & W 1800 - 2900 E 45

West Airfield Dr. N & S 1600 - 3400 E 45

North Airfield Dr. E & W 1475 - 2875 E 45

North Airfield Dr. E & W 2875 - 3000 E 35

North Service Rd. N 1300 - 3250 S 35

North Service Rd. N 3250 - 3900 N 45

South Service Rd. S 1300 - 1750 S 45

South Service Rd. S 1750 - 3825 S 35

South Service Rd. S 3825 - 4025 S 45

Service Rd. Crossunder 1 E & W 2275 - 2325 E 30

Service Rd. Crossunder 2 E & W 2275 - 2325 E 30

Service Rd. Crossunder 3 E & W 2275 - 2325 E 30

Service Rd. Crossunder 4 E & W 2275 - 2325 E 30

Service Rd. Crossunder 5 E & W 2275 - 2325 E 30

Service Rd. Crossunder 6 E & W 2275 - 2325 E 30

Service Rd. Crossunder 7 E & W 2275 - 2325 E 30

N. International Pkwy. N 300 - 1300 S 55

S. International Pkwy. S 300 - 1300 S 55

N. International Pkwy. N 1300 - 1500 S 30

S. International Pkwy. S 1300 - 1500 S 30 Appendix 1

Street Direction Hundred Block Speed Limit (MPH)

N. International Pkwy. N 1500 - 3400 S 55

S. International Pkwy. S 1500 - 3400 S 55

N. International Pkwy. N 3400 - 3600 S 30

S. International Pkwy. S 3400 - 3600 S 30

N. International Pkwy. N 3700 - 4200 S 55

S. International Pkwy. S 3700 - 4200 S 55

International Pkwy. E & W 2275 - 2325 E 30 Crossunder 1

International Pkwy. E & W 2275 - 2325 E 30 Crossunder 2

International Pkwy. E & W 2275 - 2325 E 30 Crossunder 3

International Pkwy. E & W 2275 - 2325 E 30 Crossunder 4

International Pkwy. E & W 2275 - 2325 E 30 Crossunder 5

International Pkwy. E & W 2275 - 2325 E 30 Flyover Bridge 5

East 9th St. E & W 2825 - 2925 E 30

East 14th St. E & W 2825 - 2925 E 30

East 16th St. E & W 2325 – 2425 E 30

East 23rd St. E & W 2950 - 3050 W 30

East 26th St. E & W 2975 - 3050 E 30

East 28th St. E & W 2900 - 3050 E 35

East 31st St. E & W 3050 - 3125 E 30

East 32nd St. E & W 3050 - 3125 E 30

East 37th St. E & W 2400 - 2600 E 30

East 38th St. E & W 2300 - 2400 E 30

East 39th St. E & W 2400 - 2600 E 30

Appendix 1

Street Direction Hundred Block Speed Limit (MPH) North 16th Ave. N & S 2050 - 2150 S 30

North 24th Ave. N & S 1650 –1825 S 30

North 28th Ave. N & S 950 - 1450 S 30

South 20th Ave. N & S 3675 - 4150 S 30

South 22nd Ave. N & S 3250 - 3350 S 30

South 24th Ave. N & S 3850 - 4025 S 30

South 26th Ave. N & S 3575 - 3900 S 35

South 31st Ave. N & S 3175 - 3275 S 30

West 17th St. E & W 1150 -1550 E 30

West 19th St. E & W 1450 - 1700 E 35

West 20th St. E & W 1450 -1750 E 30

West 21st St. E & W 1475 -1650 E 30

West 23rd St. E & W 1550 - 1600 E 30

West 27th St. E & W 1575 - 1600 E 30

West 31st St. E & W 2200 - 2275 E 30

West 32nd St. E & W 2200 - 2275 E 30

West 33rd St. E & W 2100 - 2275 E 30

Freeport Pkwy. N & S 1500 S 30

Mid-Cities Blvd. E & W 1650 -1850 E 40

Royal Lane N & S 725 - 1375 S 35

Texan Trail N & S 1400 -1600 S 30

Rental Car Dr. E & W 2275 - 2800 E 35

South Garage Dr. E & W 2400 - 2500 E 30

Bus Entry/RCC E & W 2200 - 2400 E 30

Bus Exit/RCC E & W 2300 - 2400 E 30

Center Garage Dr. E & W 2500 E 30

North Garage Dr. E & W 2400 - 2500 E 30 Appendix 1

Street Direction Hundred Block Speed Limit (MPH)

Passport Ave. N & S 3600 - 4000 S 35

Passport Ave. N & S 4000 – 4525 S 30

S. W. Construction Rd. N & S 2550 - 3175 S 20

S. W. Construction Rd. N & S 3175 - 3425 S 35

S. W. Construction Rd. E & W 1800 - 2100 E 35

Trade Ave. N & S 800 - 1075 S 30

Regent Blvd. E & W 2575 - 2925 E 30

Regent Blvd. N & S 725 - 925 S 30

Corporate Dr. N & S 750 -1025 S 30

Bear Creek Ct. N & S 3500 - 3600 S 30

Minters Chapel Rd. N & S 1500 -1600 S 30

Plaza Dr. E & W 2925 - 2950 E 30

Carbon Rd. N & S 3125 - 3150 S 30

Carbon Rd. E & W 3050 - 3175 E 30

Glade Rd. E & W 1200 - 1600 E 35

S. Main St. N & S 1650 - 1750 S 30

Esters Rd. E & W 2425 - 2925 E 30

W. Walnut Hill Ln. E & W 2325 – 3075 45

Mustang Drive E & W 1125 -1450 E 45

Stone Meyers Parkway N & S 700 – 875 S 40

Connection Ave. N & S 3950 – 3900 S 20

Southgate Ave. N & S 4020 – 3930 S 20

Aviation Dr. E & W 2320 – 2400 E 20

Global Dr. E & W 2350 – 2440 E 20

Innovation Dr. E & W 2340 – 2440 E 20

Technology Rd. E & W 2700 – 2850 E 30

Appendix 1

Street Direction Hundred Block Speed Limit (MPH)

Market St. E & W 2600 – 2875 E 30

Rochelle Rd. E & W 2600 – 2975 E 30

Dallas Rd. E & W 1745 – 1825 E 30

20th Avenue E & W 3426 – 3684 E 30

22nd Avenue E & W 3350 – 3524 E 30

34th Street N & S 2110 – 2224 S 30

35th Street N & S 2110 – 2224 S 30

X X X

X W 33RD ST

X PARKWAY INTERNATIONAL S. PARKWAY INTERNATIONAL N 3300 3350 X

X SKYCHEF WIDE BODY KITCHEN 2120 W 33RD ST

X

X 0 300' 600'

X X X X X X X X X

X 34th STREET 3426 SCALE IN FEET SOUTH 22nd AVENUE SW CONSTRUCTION RD

2110 2224 FAA DVOR/DME (MAVERICK) 3414 S INTERNATIONAL PKWY LEGEND SOUTH 20th Avenue 3400 CAYENNE SOUTH 22nd Avenue

34th STREET

35th STREET

S AIRFIELD DR 35th STREET

X 2110 X X X X 2224 X 3524 X

X CONTROL PLAZA-SOUTH 3520 S INTERNATIONAL PKWY 3500 X

X

X X X

X X FUEL TANK

WATER PUMP STATION-SW GENERATOR

COND. UNIT

COND. UNIT

(FRONT) (FRONT) X 1000KVA 1000KVA 1951 S AIRFIELD DR TRANSF. TRANSF.

FUTURE BUILDING

FFE = TBD X

I.O.C. X

X X X X X

X X X X

X X

X X

SOUTH 20th AVENUE X

SITE MAP

VAN (NTS)

VAN D.P.S.

VAN

VAN 3600

3684 S AIRFIELD DR

WORK AREA 1800 1900 2000 2100 2200 2300 FILE NAME:

SOUTHWEST CAMPUS SHEET NUMBER DRAWN BY:

APPROVED BY: STREET NUMBER EXHIBIT 1

ISSUE DATE:

NO. DATE REVISION CONTRACT NUMBER : PERMIT NUMBER : PLOT DATE: DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Finance/Audit Fiscal Year 2021 Public Facility Improvement Corporation Budget

Action That the Airport Board approves the Fiscal Year 2021 Annual Budget for the DFW Airport's Public Facility Improvement Corporation.

Description

• The Dallas Fort Worth International Airport Public Facility Improvement Corporation (PFIC) manages on behalf of the Airport: ♦ Grand Hyatt Hotel ♦ Hyatt Place Hotel ♦ Campus West ♦ Rent-A-Car (RAC) collection and disbursement of funds from the Customer Facility Charge (CFC) ♦ RAC Customer Transportation Charge (CTC) • Both the CFC and the CTC are collected by the rental car companies, from their customers, and remitted to the PFIC. • The CFC is used to pay debt service on bonds issued to build the facility, provide capital improvements to the Rental Car Center and purchase Rental Car buses. The CTC is used to pay for the operations and maintenance of the Rental Car buses. • Attached is the PFIC Budget for Fiscal Year 2021. This Budget includes revenues and expenditures of the Grand Hyatt Hotel, the revenues and expenditures of the Hyatt Place Hotel, the revenues and expenditures of Campus West, and the revenues and expenditures of the RAC CFC and CTC funds. • The PFIC Budget was reviewed and approved by the PFIC Board at their August 12, 2020 meeting.

Justification

• This action provides compliance with the Rules and Regulations of the PFIC.

D/S/M/WBE Information

• Not Applicable

Contract # Agreement # Purchase Order # Action Amount Revised Amount $0 $0

For Information contact Fund Project # External Funding Source Amount Max Underwood $0 3-5460 Resolution #

Additional Information

Additional Attachments: Y

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Airport Board approves the Fiscal Year 2021 Annual Budget for the DFW Airport's Public Facility Improvement Corporation.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 19, 2020 10:33 am Finance and Development Aug 19, 2020 7:33 am Business Diversity and Development Aug 20, 2020 11:13 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Finance Pending Aug 19, 2020 7:32 am Chief Executive Officer Date PFIC Budget FY 2021

Grand Campus (in millions) Hyatt Place RAC Total Hyatt West Operating Budget Revenues $ 14.6 $ 3.2 $ 6.0 $ 25.0 $ 48.8 Operating Expenditures (13.9) (2.9) (3.8) (12.2) (32.8) Debt Service (5.3) (0.1) - (14.3) (19.7) Transfer to Reserves (1.8) (0.4) - - (2.2) Rent Credit - - (5.2) - (5.2) Investment Income 0.2 - 0.1 0.2 0.5 Net Revenues $ (6.2) $ (0.2) $ (2.9) $ (1.3) $ (10.6)

Capital Budget FY 21 Projects $ 0.1 $ 0.1 $ 0.4 $ 2.1 $ 2.7 DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD COMMITTEE DISCUSSION ITEM

Meeting Date Subject Committee 09/03/2020 Monthly Report Finance/Audit

Item For Discussion Report to the Airport Board all Contracts valued between $25,000.00 and $50,000.00, and Contracts Increases/Decreases valued between $25,000.00 and $50,000.00, for the month of July 2020.

Description

• Report to the Airport Board all Contracts valued between $25,000.00 and $50,000.00, and Contracts Increases/Decreases valued between $25,000.00 and $50,000.00, for the month of July 2020. PURCHASE ORDERS BETWEEN $25,000.00 AND $50,000.00 (July 2020)

PO/ VENDOR/LOCATION CONTRACT DESCRIPTION DEPARTMENT AMOUNT NO. ADB Safegate, Americas, LLC 277266 Airfield Lighting Control Circuit Information NTE $30,934.17 Columbus, Ohio Technology Services Paid to Date: $0.00 • Requisition No. 274351

TOTAL $30,934.17 NON-PROFESSIONAL SERVICES CONTRACTS BETWEEN $25,000.00 AND $50,000.00 (JULY 2020)

PO/ VENDOR/LOCATION DESCRIPTION DEPARTMENT AMOUNT CONTRACT NO. Power House Control, Inc. 7006928 Boiler Tuning Services Energy $35,405.00 Frankston, Texas Transportation & Asset Paid to Date: Management $0.00

TOTAL $35,405.00

CONTRACT/PURCHASE ORDER INCREASES/DECREASES ($25,000 OR GREATER) (APPROVED BY BOARD STAFF UNDER THEIR DELEGATED AUTHORITY – JULY 2020)

PO/ VENDOR/LOCATION CONTRACT NO. DESCRIPTION DEPARTMENT CONTRACT DATA Critical Start, Inc. 7006811 Vulnerability Management Software Information Contract Value: $56,394.80 Plano, Texas Licenses Technology This Action: $30,407.62 Services Revised Contract Value: $86,802.42 Paid to Date: $56,394.80 Infax, Inc. 7006788 Smart Restroom Technology Information Contract Value: $3,205,604.00 Alpharetta, Georgia Technology This Action: $40,395.45 Services Revised Contract Value: $3,245,999.45 Paid to Date: $2,013,121.00 Meliora Technology, LLC 8005200 Health Risk Assessment Human Contract Value: $62,000.00 North Richland Hills, Texas Resources This Action: $48,000.00 Revised Contract Value: $110,000.00 Paid to Date: $65,768.90 Milby, LLC 8005115 Legal Services – Legal Contract Value: $247,500.00 Dallas, Texas Construction/Engineering Matters This Action: $48,750.00 Revised Contract Value: $296,250.00 Paid to Date: $251,260.00

Quick Search 7006651 Pre-Employment Services Human Contract Value: $71,739.00 Dallas, Texas Resources This Action: $32,000.00 Revised Contract Value: $103,739.00 Paid to Date: $24,880.43 Town & Country Cleaners 7006532 Laundry Services – Towels Human Contract Value: $101,062.08 Bedford, Texas Resources This Action: $36,000.00 Revised Contract Value: $137,062.08 Paid to Date: $86,854.25

TOTAL $235,553.07

AGENDA CONCESSIONS/COMMERCIAL DEVELOPMENT COMMITTEE Tuesday, August 4, 2020 1:05 p.m.

CONCESSIONS/COMMERCIAL DEVELOPMENT COMMITTEE

32. Approve the minutes of the Concessions/Commercial Development Meeting of August 4, 2020.

Action Items for Consideration

Zenola Campbell 33. Approve ratification of an Assignment and Assumption of Lease Agreement No. EZ-0588 d/b/a E-Z Rent-A-Car to Orlando Rentco, LLC.

34. Approve a Lease Agreement with D&B Mitchell Group, LLC and the Dallas Fort Worth International Airport Board.

Concessions/Commercial Development Committee Meeting Agenda – August 4, 2020 Page 1 of 1 DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Concessions/Commercial Assignment and Assumption of Lease Agreement Development No. EZ-0588

Action That the Airport Board ratifies an Assignment and Assumption of Lease Agreement No. EZ-0588 d/b/a E-Z Rent-A-Car to Orlando Rentco, LLC.

Description

• The Dallas Fort Worth International Airport Board ratifies an Assignment and Assumption of Lease No. EZ-0588 d/b/a E-Z Rent-A-Car, Inc. to Orlando Rentco, LLC. • Orlando Rentco, LLC will operate the E-Z Rent-A-Car location under the Advantage brand name.

Justification

• On June 28, 2020, Advantage Opco, LLC and Orlando Rentco, LLC. executed an Asset Purchase Agreement, approved by the United States Bankruptcy Court, assigning the assets to Orlando Rentco, LLC on July 1, 2020.

D/S/M/WBE Information

• Orlando Rentco, LLC, d/b/a E-Z Rent-A-Car, the ACDBE goals of the assigned contract are applicable to this board action. • Orlando Rentco, LLC, d/b/a E-Z Rent-A-Car, committed to a 30% M/WBE goal on the tenant finish out.

Contract # Agreement # Purchase Order # Action Amount Revised Amount $0 $0

For Information contact Fund Project # External Funding Source Amount Zenola Campbell $0 3-4830 Resolution #

Additional Information

Additional Attachments: N

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Airport Board ratifies an Assignment and Assumption of Lease Agreement No. EZ-0588 d/b/a E-Z Rent-A-Car to Orlando Rentco, LLC.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 19, 2020 10:32 am Finance and Development Aug 19, 2020 10:25 am Business Diversity and Development Aug 20, 2020 11:14 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Pending Aug 19, 2020 8:38 am Chief Executive Officer Date DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION

Date Committee Subject Resolution # 09/03/2020 Concessions/Commercial Approval to enter into a Lease Agreement with Development D&B Mitchell Group, LLC

Action That the Chief Executive Officer or designee be authorized to enter into a Lease Agreement with D&B Mitchell Group, LLC and the Dallas Fort Worth International Airport Board.

Description

• Resolution No. 2013-01-031 awarded space to D&B Mitchell Group, LLC to operate Blue Mesa Taco & Tequila Bar in Terminal E, Gate E31, as a result of a request for proposal. • D&B Mitchell Group, LLC will enter into a new lease agreement to reconcept Blue Mesa Taco & Tequila Bar to 2.0 Taco & Tequila Bar. • Concessionaire shall pay Percent Rents as follows: ♦ 15% of the gross minimum annual guarantee will be $164,774.52 after the first year of operation for the sale of food and non-alcoholic beverages. ♦ 21% of gross receipts for the sale of alcohol. ♦ 15%of gross receipts for branding fees, marketing fees, merchandising fees and promotional allowances. ♦ Ancillary advertising and retail display allowances. • The remaining term of Lease No. 008860 plus 7 years plus 347 days will be added to this lease to make a combined term of ten years.

Justification

• The reconcepted location feature an enhanced bar, contemporary TexMex cusine and enhanced grab and go. • This action is based on the Concessions Policy 2.2.1 (F) Direct Negotiation, Renewal or Extension of Existing Concessions. • This action seeks approval to exceed total of ten years as outlined in Concessions Policy 2.2.1 (F) through a direct negotiation of a contract for more than 3 years or $100,000. • This action is based on the Concession Policy 1.3.2 of providing and improving the shopping, dining, and service experience at DFW International Airport.

D/S/M/WBE Information

• The existing ACDBE and M/WBE commitments will apply to the new lease term.

Contract # Agreement # Purchase Order # Action Amount Revised Amount $0 $0

For Information contact Fund Project # External Funding Source Amount Zenola Campbell $0 3-4830 Resolution #

Additional Information

Additional Attachments: N

BE IT RESOLVED BY THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD

That the Chief Executive Officer or designee be authorized to enter into a Lease Agreement with D&B Mitchell Group, LLC and the Dallas Fort Worth International Airport Board.

Approved as to Form by Approved as to Funding by Approved as to M/WBE by

Rodriguez, Elaine Underwood, Max Burks Lee, Tamela Legal Counsel Vice President Finance Vice President Business Diversity Aug 19, 2020 10:33 am Finance and Development Aug 19, 2020 10:25 am Business Diversity and Development Aug 20, 2020 11:14 am

SIGNATURE REQUIRED FOR APPROVAL

Approved by

Department Head Pending Aug 19, 2020 8:47 am Chief Executive Officer Date