Wayne County Airport Authority Board Meeting DRAFT AGENDA. Detroit Metro Airport Marriott Hotel Flynn Drive, Romulus, MI (734)

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1 Wayne County Airport Authority Board Meeting DRAFT AGENDA Detroit Metro Airport Marriott Hotel Flynn Drive, Romulus, MI (734) Thursday, 3/20/2014 2:00-4:30 PM ET I. ROLL CALL II. CONSENT AGENDA - ITEMS FOR VOTE AS A GROUP A. Approval of Minutes from February 27, 2014 Board Meeting WCAA Board Meeting Minutes (DRAFT) B. United Airlines, Inc. - f/k/a as Continental Airlines, Inc. (Amended Use and Lease Agreement) Resolution to approve an amendment to the Airport Use and Lease Agreement with United Airlines, Inc. to revise the leased North Terminal (NT) preferential square footage for Continental Airlines, Inc. as a result of the combination of the Continental Airlines, Inc. and United Air Lines, Inc. NT preferential space due to their consolidation and the allowable give back of United Air Lines, Inc. NT preferential space; to terminate the United Air Lines, Inc. Airport Use and Lease Agreement; and to update the name of the Lessee in the Continental Airlines, Inc. Airport Use and Lease Agreement to United Airlines, Inc. The term of the amendment shall commence on March 18, 2014 and terminate on September 30, The amended total square footage to be leased shall be 16,506 square feet; resulting in amended annual rental revenue of $2,096, Resolution - United Airlines, Inc. United Airlines, Inc. Contract Award Recommendation C. Florence Cement Company (Northline Road Reconstruction) Resolution to approve a contract with Florence Cement Company, to provide reconstruction services for the Northline Road at Detroit Metropolitan Airport. The term of the contract shall commence upon issuance of the Airport Authority's Notice to Proceed (anticipated March, 2014) and terminate upon final payment for all required services. The cost of the contract shall not exceed $1,259, The contract was competitively solicited and Florence Cement Company was deemed the lowest responsive and responsible bidder. Resolution - Florence Cement Company Florence Cement Company Contract Award Recommendation

2 D. Shaw Systems & Integration (Security System & Network Upgrades - Phase I) Resolution to approve a contract with Shaw Systems & Integration, to provide construction services for the Security System and Network Upgrades - Phase I project at Detroit Metropolitan Airport. The term of the contract shall commence upon issuance of the Airport Authority's Notice to Proceed (anticipated April, 2014) and terminate upon final payment for all required services. The cost of the contract shall not exceed $1,760, The contract was competitively solicited and Shaw Systems & Integration was deemed the lowest responsive and responsible bidder. Resolution - Shaw Systems & Integration Shaw Systems & Integration Contract Award Recommendation III. REPORT FROM CHIEF FINANCIAL OFFICER (CFO) Management Report Jan-2014 IV. NEW BUSINESS - ACTION ITEMS A. Ajax Paving Industries, Inc. (Taxiways W & S Safety Enhancements - Phase I) Resolution to approve a contract with Ajax Paving Industries, Inc., to provide construction services for Taxiway Whiskey and Taxiway Sierra Safety Enhancements-Phase I for Detroit Metropolitan Airport. The term of the contract shall commence upon issuance of the Airport Authority's Notice to Proceed (anticipated March, 2014) and terminate upon final payment for all required services. The cost of the contract shall not exceed $25,802, The contract was competitively solicited and Ajax Paving Industries, Inc. was deemed the lowest responsive and responsible bidder. Resolution - Ajax Paving Industries, Inc. Ajax Paving Industries, Inc. Contract Award Recommendation B. C & S Engineers, Inc.; Kimley-Horn of Michigan, Inc.; and Mead & Hunt Inc. (Professional Engineering and Related Services for Airfield Projects) Resolution to approve contracts with C & S Engineers, Inc.; Kimley-Horn of Michigan, Inc.; and Mead & Hunt Inc., to provide as-needed professional engineering and related services for airfield projects at Detroit Metropolitan Airport. The term of the contracts shall be for three (3) years commencing upon issuance of the Airport Authority's initial authorization for services (anticipated April, 2014), with two (2) 1-year renewal options exercisable by the CEO, subject to the vendor's satisfactory performance and availability of budgeted funds, and terminate upon final payment for all required services. The cost of the contracts combined shall not exceed $24,145, The contract was competitively solicited. Resolution - C&S Engineers; Kimley-Horn; and Mead&Hunt C&S;Kimley-Horn; and Mead & Hunt Contract Award Recommendation

3 C. Delta Air Lines, Inc. (Automated Passport Control Equipment in the Federal Inspection Services Facilities) Resolution to approve a contract with Delta Air Lines, Inc., to enter into a Project Development Agreement for the design, procurement and construction associated with the installation of Automated Passport Control equipment in the Federal Inspection Services facilities located in the McNamara Terminal at Detroit Metropolitan Airport. The total estimated cost for this project shall not exceed $2,500, Resolution - Delta Air Lines, Inc. Delta Air Lines Memorandum Delta Air Lines Development Agreement D. McNamara Terminal Food and Beverage Concessions 1. MCE-DTW, LLC (McNamara Food & Beverage - Package 1) Resolution to approve a contract with MCE-DTW, LLC, to operate two (2) separate and distinct concessions opportunities located in the McNamara Terminal at Detroit Metropolitan Airport. Core 1 (Space 1-1) encompasses gate hold dining with a variety of best-in-class, multiconcept dining choices. Space 4-A is a themed or nationally branded, casual sit down dining restaurant and bar with Italian cuisine. The term of the contract shall commence on March 20, 2014 and terminate twelve (12) years after the Date of Beneficial Occupancy; with three (3) 1- year renewal options exercisable by the CEO, subject to the Concessionaire's satisfactory compliance with the contract terms. The annual revenue shall be the greater of the Minimum Concession Fee (combined total for 8 concepts) of $1,155, or an average Concession Fee Percentage of 10%-20% of Gross Sales. The contract was competitively solicited. Resolution - MCE-DTW, LLC (Package 1) MCE-DTW, LLC (Package 1) Contract Award Recommendation 2. HBF APU JV, LLC (McNamara Food & Beverage - Package 2) Resolution to approve a contract with HBF APU JV, LLC, to operate one (1) Internationally/Nationally branded Coffee and Contemporary Bar/Lounge located in the McNamara Terminal (Space L-1B) at Detroit Metropolitan Airport. The term of the contract shall commence on March 20, 2014 and terminate ten (10) years after the Date of Beneficial Occupancy; with three (3) 1-year renewal options exercisable by the CEO, subject to the Concessionaire's satisfactory compliance with the contract terms. The annual revenue shall be the greater of the Minimum Concession Fee of $704, or an average Concession Fee Percentage of 22% of Gross Sales. The contract was competitively solicited. Resolution - HBF APU JV, LLC (Package 2) HBF APU JV, LLC (Package 2) Contract Award Recommendation

4 3. HBF APU JV, LLC (McNamara Food & Beverage - Package 3) Resolution to approve a contract with HBF APU JV, LLC, to operate three (3) separate and distinct concessions opportunities located in the McNamara Terminal at Detroit Metropolitan Airport. Space L-3C is a nationally branded, casual sit-down dining restaurant with a bar, Space 9-1 is for a branded, casual sit-down dining restaurant with a bar; and Space W-6 is for a branded deli and/or fresh European deli/bistro, and also has opportunity to service the Lower Level C gate seating area. The term of the contract shall commence on March 20, 2014 and terminate ten (10) years after the Date of Beneficial Occupancy; with three (3) 1-year renewal options exercisable by the CEO, subject to the Concessionaire's satisfactory compliance with the contract terms. The annual revenue shall be the greater of the Minimum Concession Fee (combined total for 3 concepts) of $1,748, or an average Concession Fee Percentage of 15%-19% of Gross Sales. The contract was competitively solicited. Resolution - HBF APU JV, LLC (Package 3) HBF APU JV, LLC (Package 3) Contract Award Recommendation 4. McDonald's USA, LLC (McNamara Food & Beverage - Package 4) Resolution to approve a contract with McDonald's USA, LLC, to operate one (1) Internationally/Nationally branded Fast Food Hamburger restaurant located in Spaces L-2/L-3 in the McNamara Terminal at Detroit Metropolitan Airport. The term of the contract shall commence on March 20, 2014 and terminate ten (10) years after the Date of Beneficial Occupancy; with three (3) 1-year renewal options exercisable by the CEO, subject to the Concessionaire's satisfactory compliance with the contract terms. The annual revenue shall be the greater of the Minimum Concession Fee of $700, or an average Concession Fee Percentage of 14%-18% of Gross Sales. The contract was competitively solicited. Resolution - McDonald's USA, LLC (Package 4) McDonald's USA, LLC (Package 4) Contract Award Recommendation 5. HBF APU JV, LLC (McNamara Food & Beverage - Package 5) Resolution to approve a contract with HBF APU JV, LLC, to operate three (3) separate and distinct concessions opportunities located in the McNamara Terminal at Detroit Metropolitan Airport. Core 10 encompasses gate hold dining with a variety of best-in-class, multi-concept dining choices with opportunity for additional gate hold space. Space L-7A is a branded, Fast Casual Restaurant with a bar. Space 5-1 is for a European Bistro/Gourmet Deli, Gourmet Market and bar. The term of the contract shall commence on March 20, 2014 and terminate twelve (12) years after the Date of Beneficial Occupancy; with three (3) 1-year renewal option exercisable by the CEO, subject to the Concessionaire's satisfactory compliance with the contract terms. The annual revenue shall be the greater of the Minimum Concession Fee (combined total for 6 concepts) of $1,829, or an average Concession Fee Percentage of 14%-19% of Gross Sales. The contract was competitively solicited. Resolution - HBF APU JV, LLC (Package 5) HBF APU JV, LLC (Package 5) Contract Award Recommendation

5 6. Areas McNamara JV, LLC (McNamara Food & Beverage - Package 6) Resolution to approve a contract with Areas McNamara JV, LLC, to operate a themed locally or regionally branded casual sit-down dining restaurant with Mediterranean Cuisine and a bar located in Space 7-A in the McNamara Terminal at Detroit Metropolitan Airport. The term of the contract shall commence on March 20, 2014 and terminate ten (10) years after the Date of Beneficial Occupancy; with three (3) 1-year renewal options exercisable by the CEO, subject to the Concessionaire's satisfactory performance with the contract terms. The annual revenue shall be the greater of the Minimum Concession Fee of $808, or an average Concession Fee Percentage of 22% of Gross Sales. The contract was competitively solicited. Resolution - Areas McNamara JV, LLC (Package 6) AREAS McNamara JV, LLC (Package 6) Contract Award Recommendation 7. MCE-DTW, LLC (McNamara Food & Beverage - Package 7) Resolution to approve a contract with MCE-DTW, LLC, to operate a themed, casual sit-down dining restaurant with authentic Asian Cuisine and fresh Sushi bar located in Space 5-2C of the McNamara Terminal with expanded gate hold service opportunity for Gate Hold Area A-35 at Detroit Metropolitan Airport. The term of the contract shall commence on March 20, 2014 and terminate ten (10) years after the date of Beneficial Occupancy; with three (3) 1-year renewal options exercisable by the CEO, subject to the Concessionaire's satisfactory compliance with the contract terms. The annual revenue shall be the greater of the Minimum Concession Fee of $500, or an average Concession Fee Percentage of 16%-20% of Gross Sales. The contract was competitively solicited. Resolution - MCE-DTW, LLC (Package 7) MCE-DTW, LLC (Package 7) Contract Award Recommendation 8. MCE-DTW, LLC (McNamara Food & Beverage - Package 8) Resolution to approve a contract with MCE-DTW, LLC, to operate three (3) separate and distinct concessions opportunities located in the McNamara Terminal. Space 2-1 is for a branded, casual sit-down dining restaurant with a bar; Space W-5 is for a nationally branded, casual sit-down dining restaurant with a bar featuring American cuisine and a separate gourmet market; and Space W-12 encompasses a gate hold dining experience with a variety of branded food and beverage offerings. The term of the contract shall commence on March 20, 2014 and terminate ten (10) years after the Date of Beneficial Occupancy; with three (3) 1- year renewal options exercisable by the CEO, subject to the Concessionaire's satisfactory compliance with the contract terms. The annual revenue shall be the greater of the Minimum Concession Fee (combined total for 5 concepts) of $1,000, or an average Concession Fee Percentage of 10%-20% of Gross Sales. The contract was competitively solicited. Resolution - MCE-DTW, LLC (Package 8) MCE-DTW, LLC (Package 8) Contract Award Recommendation

6 V. INFORMATION ITEMS A Airport Service Quality (ASQ) Presentation B. Report from Chief Executive Officer (CEO) 1. CEO Monthly Report - pursuant to WCAA Procurement and Contracting Ordinance, Section 7.J CEO Monthly Report - February, Staff Recognition VI. CHAIRPERSON'S COMMENTS VII. PUBLIC COMMENT VIII. NEXT MEETING OF THE WAYNE COUNTY AIRPORT AUTHORITY BOARD IS SCHEDULED FOR THURSDAY, APRIL 24, 2014 AT 2:00 P.M. AT THE SHERATON DETROIT METRO AIRPORT HOTEL, 8000 MERRIMAN ROAD, ROMULUS MI IX. ADJOURN

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