BOARD OF DIRECTORS MEETING

Minutes of September 20, 2017

The regular meeting of the Board of Directors was held in the Fifth Floor Conference Rooms at Two Potomac Yard, 2733 Crystal Drive, Arlington, VA. The Chairman called the meeting to order at 10:17 a.m. Fourteen

Directors were present during the meeting:

William Shaw McDermott, Chairman Caren Merrick Warner H. Session, Vice Chairman A. Bradley Mims Earl Adams, Jr. Thorn Pozen Anthony H. Griffin William E. Sudow

Katherine A. Hanley J. Walter Tejada Barbara B. Lang Mark E. Uncapher Robert W. Lazaro, Jr. Nina Mitchell Wells

The Secretary and Executive Management were present:

John E. Potter, President and Chief Executive Officer Margaret E. McKeough, Executive Vice President and Chief

Operating Officer Jerome L. Davis, Executive Vice President and Chief Revenue

Officer

I. MINUTES OF THE JULY 19, 2017 BOARD OF DIRECTORS MEETING

The Chairman called for the approval of the Minutes of the July 19, 2017

Board of Directors Meeting, which were approved [with one abstention

from Robert W. Lazaro, Jr.].

II. COMMITTEE REPORTS

a. Business Administration Committee – Caren Merrick, Co-

Chair

Ms. Merrick reported that the Business Administration Committee had met that morning. The Committee had approved three recommendations: to award a contract for airside snow removal and ice control services at Washington Dulles International Airport (Dulles International); to award a contract to supply liquid runway deicer for

Ronald Reagan Washington National Airport (Reagan National) and Dulles International; and to award a contract for natural gas supply at

Reagan National. Ms. Merrick stated that she would offer the resolutions later in the day’s Board meeting. Staff had also presented the Quarterly Acquisition Report for the second quarter.

b. Dulles Corridor Committee – A. Bradley Mims, Co-Chair

Mr. Mims reported that the Dulles Corridor Committee had met on July 19 and that morning. At the day's meeting, the Committee had endorsed the recommendation to approve the 2018-2020 Title VI Program update for the Dulles Corridor Metrorail Project (Project). Mr. Mims stated that he would offer a resolution later in the day’s Board meeting. Staff had

also presented a quarterly Project Cost and Schedule Update for Phase 1

and the Project's Monthly Cost and Schedule Update for Phase 2. Additionally, Hensel Phelps had presented a quarterly update on the Washington Metropolitan Area Transit Authority rail yard and maintenance facility - Phase 2, Package B.

On July 19, the Committee had concurred with the pre-solicitation terms

for a claims consultant to provide services for the Project. The Committee had also received two reports on Phase 2, the Project's Monthly Cost and Schedule Update and the Capital Rail Constructors' Quarterly Update on Package A.

c. Finance Committee - Earl Adams, Jr., Co-Chair

Mr. Adams reported that the Finance Committee had met on July 19 and that morning. At the day’s meeting, the Committee had endorsed the recommendation to approve authorizing an extension of the Series 2010D Bonds and the refinancing of the Series 2011B Bonds of the Aviation Enterprise Variable Rate Portfolio. Mr. Adams stated that he would offer a resolution later in the day’s Board meeting. Staff had also

presented the quarterly reports for budget reprogrammings and the

Investment Program.

At each of the meetings, staff had presented financial advisors' reports and monthly financial reports, June through August for the Aviation and

Dulles Corridor Enterprises.

d. Risk Management Committee - William E. Sudow, Co-Chair

Mr. Sudow reported that the Risk Management Committee had last met on July 19. In addition to endorsing the recommendations to approve the 2017-2018 Audit Plan and additional Office of Audit Policies and

Procedures, which the Board subsequently approved, the Committee received two external auditor reports: the Schedule of Expenditures of Federal Awards, Passenger Facility Charges, and Agreed-Upon Procedures; and the audits of the Airports Authority's retirement plans, which were also discussed in regular and executive sessions. The Committee had met in executive session pursuant to Article IX, Section

3(g) of the Authority's Bylaws, which permits the Board and Committees to move into executive sessions for matters that the professional standards applicable to financial statement auditors when conducting a financial statement audit required to be discussed in executive session and for matters that involve proprietary or confidential information of vendors or of the Airports Authority.

III INFORMATION ITEMS

a. President’s Report

Mr. Potter began his remarks by noting that the day’s meeting would be

the last of many Board meetings for a key member of the management staff. Mark Treadaway is retiring after 25 years of service with the Airports Authority. Mr. Treadaway served as the longtime Vice President for Air Service Planning and Development and currently, as Vice President for Business Outreach. Mr. Potter stated that Mr. Treadway

was instrumental in building service at Reagan National and Dulles

International through the years, particularly in the international area. He further stated that most of the existing airlines at Dulles International are largely because of efforts from Mr. Treadaway and his team. They include Aer Lingus, Aero Mexico, Air China, Alaska, Virgin America, ANA, Brussels, Etihad, Emirates, Qatar, Iceland Air, SAS, South African, Turkish, Korean, Royal Air Maroc, and Air India.

Mr. Potter shared slides of Mr. Treadaway throughout his Airports

Authority’s career, dating back to 1992 when he began as the first marketing manager and launched the first passenger surveys and other market research to help guide development for concessions and

customer service initiatives. In 1996, Mr. Treadaway moved into the Air Service Development role. From 2008 to 2012, Mr. Treadaway wore two hats when he also served as the Acting Vice President of Communications and Government Affairs functions, where he helped forge strong relationships with local, state, and federal governments, as well as the news media. Most recently, Mr. Treadaway also led the

Corporate Risk and Strategy group. Additionally, he plays a key role in building and strengthening the Airports Authority's relationship with

communities across the nation, including chambers, advocacy groups, civic associations, charities, state, and regional economic development agencies. Mr. Potter stated that Mr. Treadaway has been at the forefront in establishing a growing affiliation with 1776, which is helping the

Airports Authority to identify new technologies and innovative business processes to improve customer services in the region. Additionally, he led the recent effort with the IPW, which is expected to bring in thousands of new travelers to Dulles International in the future. Mr. Potter stated that not many other Airports Authority employees had

played so many important roles and performed in such an outstanding

manner. He further stated that he believed that the Airports Authority has benefitted from Mr. Treadaway’s talent, energy and enthusiasm, and dedication through the years. Mr. Potter noted that he was very fortunate that Mr. Treadaway was performing in his dual role when he joined the Airports Authority over six years ago. During that time, the

Airports Authority had to navigate its way through challenging issues, and Mr. Treadaway was instrumental in helping with the media and as an advisor. Mr. Potter reported that Mr. Treadaway would continue his service for a few more days. In early October, a retirement celebration would be held,

featuring speeches, a video, and other recognitions of Mr. Treadaway’s

very impressive years with the Airports Authority. Mr. Treadaway stated that he had written a ton of statements during his career, but today’s statement was difficult to write. He further stated that it had been an honor to have worked with the current Board, as well

as the former Directors, for more than 25 years.

The following represents Mr. Treadaway’s remarks: “Our region and our

country and the world really demands expanded air service to our region. That is a given, and in 1992, the Board of Directors recognized this fact and that airports needed to play a role in developing air service, and we

were one of the pioneers, because of the Board's approval, of that program to launch an air service development program that, as you saw earlier in Mike Stewart's presentation, is just firing on all cylinders, so you're in very good hands. I've had the great pleasure of traveling the world and talking about our region and our growth and our opportunities and our propensity to travel by air. In most cases, we were successful,

and not all, and those are the ones that we will never let go of, Mike, and we’ll bring it here because it's just not the right time. So thank you for

your interest and your questions and your candor and your support over all these years. I can tell you that when you focused and directed relevant, important issues our way, we listened, and it drove our team and it drives our organization to be better, to be prepared, and to be

motivated, and ultimately to be successful. So thank you very much.” Mr. Treadaway received a standing ovation. On behalf of the Board, Chairman McDermott expressed deep appreciation to Mr. Treadaway for everything he had done during his

tenure. He stated that Mr. Treadaway had performed in an exceptional

manner in every facet of his endeavors. Additionally, he had brought energy, enthusiasm, and imagination to all of his responsibilities, and the Airports Authority is very grateful for all of his efforts and results. Mr. Potter also noted a well-deserved recognition for Wande Leintu,

Deputy Vice President for Supplier Diversity. He stated that Ms. Leintu is featured in this month's issue of American DBE, a magazine which focuses on diversity in the business contracting world. The article, which highlights the Airports Authority's Disadvantaged Business Enterprise (DBE), Local DBE, and other small and minority business

programs acknowledges Ms. Leintu’s work in implementing initiatives that are raising awareness of contracting opportunities at the Airports

Authority, including upcoming opportunities with Project Journey at Reagan National in the small, local, and minority business communities. The story notes the expansion and enhancement of the Airports Authority’s outreach efforts, as well as its work to upgrade databases

and streamline and simplify the certification process for companies wishing to take part in the programs. Mr. Potter stated that management is delighted that the highly-regarded industry publication

recognized the work that the Airports Authority is doing in such an

important area. He thanked and congratulated Ms. Leintu for her leadership and her accomplishments.

Ms. Leintu received a round of applause. Mr. Potter reported that while continuing to progress on the Silver Line Project in and around Dulles International and on early construction work at Reagan National on Project Journey, the Airports Authority is also involved in other projects, such as roadway improvements as part of

the mission to serve the traveling public. He stated that he had recently joined current and former leaders from Loudoun County and the Virginia

Department of Transportation (VDOT) for a ribbon-cutting ceremony to open a new intersection at Virginia Route 606, also known as Old Ox Road, and the Loudoun County Parkway, which will help relieve traffic congestion around Dulles International while improving access to the

Airport. Mr. Potter noted that the new intersection of highway also marked the completion of a significant portion of the Dulles loop, which is part of a comprehensive local roadway network that would significantly widen Route 606 around the Airport property once it is completed next year. He stated that the project is a great example of the Airports Authority's partnerships with state and local governments. VDOT,

Loudoun County, and the Airports Authority are jointly funding the

Route 606 reconstruction and widening. Mr. Potter reported that the Airports Authority had contributed $25 million and about 40 acres of land to help widen the roadway from Evergreen Mills to the Dulles Greenway. He further reported that the Airports Authority is pleased to have worked with current and former leadership of the Loudoun County

Board of Supervisors, members of the Virginia General Assembly, and the Virginia Secretary of Transportation on this much-needed effort to improve the roadway system for the benefit of its passengers as well as the residents and businesses of Loudoun County. Mr. Potter reported that the Airports Authority would host its Annual

Dulles Day Plane Pull event on September 23. More than 10,000 come

each year to be a part of a great celebration, and the Airports Authority has raised a tremendous amount of money for Special Olympics. Mr. Potter stated that Ms. McKeough would provide additional details about the September 23 event. He thanked Ms. McKeough, as well as Brian Leuck, Acting Vice President and Airport Manager at Dulles

International, and Bryan Norwood, Vice President for Public Safety, and their teams for efforts in spearheading the event to showcase Dulles

International but more importantly to help with the worthwhile charities

that benefit from it. Mr. Potter shared a somewhat different accolade that Dulles

International had recently achieved. An article in the New York Times a few weeks ago titled, "When a Service Animal Has to Go, Airports' Options May be Wanting," focused on disabled travelers with service dogs that sometimes need restroom facilities when traveling, just like their owners. Mr. Potter stated that the article quoted passengers and

advocacy groups who admitted that many airports across America lack such facilities for service animals. Large airports in places like Chicago and New York received very low marks from animal owners and their

advocates for having inadequate facilities or none at all. Mr. Potter reported that Dulles International received special praise. He noted that the article highlighted two pet relief areas at Dulles International,

specially equipped facilities in Concourses B and D, which people praised as clean, well equipped, and a size of a bedroom compared to much smaller and less accommodating areas at other airports. In addition to service dogs and their owners benefitting from the facilities, the areas are also helpful for the growing number of passengers traveling with pets, as well as for the Airports' many working dogs that help public safety,

customs, and Transportation Safety Administration teams make terminals at Dulles International safer for the traveling public. Mr.

Potter thanked the Dulles team for providing yet another way to enhance the Airport travel experience for human passengers and their four-legged friends.

b. Executive Vice Presidents’ Reports As Mike Stewart, Vice President for Airline Business Development, reported earlier that day, Ms. McKeough stated that a very robust summer travel season occurred at Reagan National and Dulles International. Unfortunately, some of the momentum had been

disrupted by the hurricane season. Ms. McKeough provided an update on the impacts of Hurricanes Harvey and Irma on both Airports. While

the Airports Authority is very fortunate that the region did not suffer any direct impacts on the ground, the entire U.S. aviation system and the flights in and out of Reagan National and Dulles International were impacted. Ms. McKeough reported that immediately before the Labor

Day weekend, Hurricane Harvey hit Houston, which caused both of Houston's Metropolitan airports to close for four days. She stated that Reagan National and Dulles International have approximately 15 daily

flights to George Bush Intercontinental Airport and William P. Hobby

Airport so those operations did not occur during the four-day closure. Ms. McKeough explained that Houston is a huge hub operation for United Airlines (United), as is Dulles International. Fortunately, Dulles

International was able to assist United with a diversion of four international flights, originally destined for Houston, which had already departed from different international destinations. Once the diverted flights arrived at Dulles International, United was able to rebook the passengers to other destinations.

As airports tried to return to normal operations, Hurricane Irma occurred and impacted the U.S. aviation system on a much larger scale than

Hurricane Harvey. Ms. McKeough reported that Reagan National and Dulles International serve the Florida markets with a combined total of approximately 60 daily flights. Since a number of major Florida airports were closed for several days, those flights did not occur at either Airport.

Similar to the role that Dulles International played during Hurricane Harvey, Ms. McKeough reported that it was also a very strategic asset for the aviation system for flights that could not get into Florida and needed alternative destinations. She stated that the team on the ground at Dulles International assisted American Airlines with parking a number of

its aircraft at the Airport so they could be removed from the hurricane

path. Ms. McKeough further reported that Dulles International also assisted Delta Airlines with a diversion of flights originally destined to Atlanta. In addition to the passenger and flight impacts from the hurricanes, Ms.

McKeough reported that Dulles International also served in a very strategic role on various rescue and humanitarian flights to Florida and Houston. At Dulles International, staff facilitated three chartered evacuation flights to transport approximately 400 passengers from the Dominican Republic and the Bahamas. Ms. McKeough reported that the Airports Authority worked very closely with the Virginia Department of

Social Services and the American Red Cross to ensure that the

passengers who arrived at Dulles International received the necessary support services until they could return home. Ms. McKeough reported that the Airports Authority had supported a very significant humanitarian mission launched by the U.S. Department of

Health and Human Services. Military flights were used to transport over 300 doctors, nurses, and Emergency Medical Technicians (EMTs) to

various locations throughout Florida to assist in recovery efforts. Ms.

McKeough stated that that Dulles team did a tremendous job in working with the Airports Authority’s partners to provide assistance with accommodations and help to mobilize 300 individuals with their luggage

and the required medical supplies to ensure they departed the Airport in a timely manner. Ms. McKeough also reported that three members of the Airports Authority Fire Department participated in active recovery by the National Capital Region Incident Management Team as part of the mutual aid

public safety response. She recognized firefighter Captain Brian Lowman and firefighter Technician Joe Hoffmaster, who provided assistance in

Texas. Ms. McKeough also recognized Assistant Fire Chief Mike DeFina, who was deployed on a two-week assignment in the Florida Keys to help with recovery efforts.

As Mr. Potter had mentioned, Ms. McKeough reported that that the September 23 Dulles Plane Pull would mark the Airport Authority’s 25th anniversary of the largest community event to support Special Olympics. Throughout the years, the Dulles Plane Pull has raised over $1 million for Special Olympics as teams represented by various businesses around the region attempt to actually pull large aircraft. Ms. McKeough stated

that staff would be in attendance promoting Dulles International and

Reagan National and different services such as Global Entry and Trusted Traveler. She described some of the fun-filled events planned for September 23 while routine day-to-day operations at Dulles International would continue without interruption.

Mr. Davis thanked Directors who participated, either by phone or personally, in the marketing update held the prior day. For those Directors who were unable to participate, Mr. Davis extended offers to either conduct one-on-one sessions or another group session.

Mr. Davis reported that the Airports Authority continues to grow its non-airline revenue. By doing so, less funding is needed from its airline

partners to cover operating costs. Mr. Davis shared a chart illustrating that non-airline revenue has increased in every quarter since 2014, which has resulted in the airlines sharing in a lower proportion of the overall operating costs. He explained that lowering the cost to the airlines increases the attractiveness of the Airport for new routes. Additionally, every new nonstop route allows the Airports Authority to

serve its passengers even better. Ultimately, it is a continuous cycle in

which the passengers and the airlines both benefit.

With regard to concessions, Mr. Davis reported that the Chick-fil-A at Reagan National had opened, and business is exceptionally great.

During the first week of operation in July, Chick-fil-A had more than $70,000 in sales, which is more than any other quick-serve restaurant at the Airport. In partnership with the Washington Redskins, the football-themed Burgundy and Gold Club held its official grand opening at Dulles International the prior week. Mr. Davis reported that the Redskins-themed restaurant, which also features displays of memorabilia from the

team's colorful history, is part of the Airports Authority’s effort to bring

more of a local flavor to the Airport concessions to give passengers a greater look and feel of the Washington area where their journey begins or ends.

Mr. Davis stated that Mr. Stewart had already shared details about the Beijing sister airport trip. He suggested that everyone be mindful that

only Hartsfield-Jackson Atlanta International Airport exceeds Beijing Capital International Airport (Beijing Airport) in terms of passenger traffic. Presently, Beijing Airport generated approximately 94 million passengers per year. Once the new airport is built in Beijing, the combined two-airport system hoped to generate 170 million passengers by 2025. Mr. Davis stated that the future projection puts the airport

opportunity in perspective. While Air China and United already offer direct flights from Dulles International to Beijing, the Airports Authority will spend a substantial amount of time working to provide even more service at the new Beijing Airport in the future.

Mr. Davis advised that the Airports Authority would have a booth at the upcoming World Routes Conference. He shared a video that the Airports

Authority would use to supplement the information displayed in the conference booth. The video, which was filled with fascinating details and eye-opening photos about Washington, D.C. and Dulles International, captured everyone’s attention and was favorably received.

Mr. Davis reported that the video had been produced internally. He extended thanks to Chryssa Westerlund, Vice President for Marketing

and Consumer Strategy; Ashley Luke, Videographer; and Pam Alme, Marketing Manager.

Mr. Davis also reported that the Airports Authority would celebrate Hispanic Heritage Month from September 15 to October 15. During this time, the terminals at both Airports would be filled with musical

performances to recognize the contributions of Hispanic Americans and

their culture. According to July 2017 statistics, 57.5 million people of Hispanic dissent live in the United States making the group the nation's largest ethnic minority. Mr. Davis reported that in 2016, airlines

departing Reagan National and Dulles International flew approximately 1.1 million passengers to and from Spanish-speaking territories and nations.

Mr. Davis cited the following Airports Authority’s goals for this year's commemoration: to recognize and celebrate the contributions of the Hispanic community; to engage passengers in the celebration through

musical performances, advertising, and other promotions; and to

promote the Airports Authority's supplier diversity program and employment opportunities to Hispanic business owners and community members. He advised that the commemorative effort would include advertisements in a number of English and Spanish publications during the month and promotions on the Airports’ websites and social medial

accounts. Additionally, profiles of Hispanic American-owned businesses at Reagan National and Dulles International would be highlighted.

Mr. Davis reviewed the musical performance schedules at both Airports. He advised that the entertainment would include music from countries like Argentina and Peru as well as Peruvian and Mexican dance performances. Mr. Davis invited everyone to participate in the cultural

celebrations.

With regard to competition and advertising messages, Mr. Davis reported that some may have heard recent news reports on which airports local residents prefer to use. To set the record straight with actual data, he stated that Reagan National continues to be the region's preferred Airport for passengers coming to and from the Washington region. Mr. Davis

displayed a chart which concluded that even if the region included Baltimore, Reagan National still captures the highest amount of local passenger traffic. Additionally, Dulles International is overwhelmingly the region's preferred Airport for international travel, capturing 82

percent of all passengers coming from and going to international destinations.

Mr. Davis shared thoughts about Mr. Treadaway. He spoke about the invaluable transfer of Mr. Treadaway’s knowledge when he first joined the Airports Authority about three years ago. Mr. Davis stated that Mr. Treadaway possessed an incredible balance and that he had proven to be one of the best professionals whom he had ever worked with who

genuinely cared about the success of the organization. He thanked Mr.

Treadaway for his contributions.

Mr. Treadaway received a round of applause.

Mr. Session augmented Mr. Potter’s comments about Ms. Leintu. He

stated that she is an extraordinary talent who has helped the Airports Authority with its outreach efforts to the District of Columbia business community. Mr. Session shared an experience where he witnessed a display of Ms. Leintu’s compassion. While he and Ms. Leintu were attending a conference sponsored by the Conference of Minority Transportation Officials in Detroit, a female on a street car became

dehydrated and fainted. Two passengers (a mother and young son) were traveling with the female. The mother began behaving hysterically and the child was crying, which caused quite a bit of commotion on the street car. Mr. Session advised that Ms. Leintu grabbed the distressed mother and continued to caringly talk to her until she became calm. By the time the street car reached the next stop, Mr. Session reported that the EMTs

were on the scene, and the female, as well as the other two passengers, exited the street car. Once the EMTs examined the female, who was better, and determined that she had suffered from dehydration, the mother boarded the street car again to express her thanks and appreciation to Ms. Leintu.

Ms. Leintu received a round of applause.

Mr. Sudow complimented staff on the well-produced video, which he believed showed the strengths of Dulles International. He offered the following suggestions for future videos: emphasize some of the additional tourist destinations in Virginia, in particular, that may enhance Dulles International offerings and underscore that Dulles International impacts the economies of Virginia and the District of Columbia. Mr. Davis

acknowledged Mr. Sudow’s suggestion. Mr. Sudow also suggested that the presentation used to solicit new air service focus on the strength of the two-Airport system and its gateway component/network since the Dulles region is competing as a Mid-Atlantic or east coast gateway for

numerous overseas flights. Once again, Mr. Davis acknowledged the suggestion.

IV. NEW BUSINESS

a. Recommendation to Award a Contract for Airside Snow Removal

and Ice Control Services at Washington Dulles International Airport

Ms. Merrick moved the adoption of the following resolution, which was unanimously approved:

WHEREAS, In October 2016, staff presented a pre-solicitation paper to the Business Administration Committee regarding

airside snow removal and ice control services at Washington Dulles International Airport (Dulles International);

WHEREAS, A Local Disadvantaged Business Enterprise requirement of 100 percent was established for this full and open solicitation;

WHEREAS, A Technical Evaluation Committee (TEC) reviewed and evaluated the proposals submitted in response to the solicitation; and WHEREAS, The Business Administration Committee received

the results of the TEC’s evaluation of the submitted proposals

and a staff recommendation, and recommended that the Board of Directors approve the selection of Atlantic Contracting & Material Company, Inc.; now, therefore, be it RESOLVED, That the selection of Atlantic Contracting &

Material Company, Inc., to provide airside snow removal and ice control services at Dulles International for a base term of five years, with one five-year option, at an estimated total cost of $26.5 million, is approved; and 2. That the President and Chief Executive Officer is

authorized and directed to enter into a contract with Atlantic

Contracting & Material Company, Inc., consistent with the terms presented to the Business Administration Committee at its September 20, 2017 meeting.

The final resolution filed in the Board of Directors Office includes a copy

of the staff recommendation paper.

b. Recommendation to Award a Contract to Supply Liquid Runway

Deicer for Ronald Reagan Washington National and Washington Dulles International Airport

WHEREAS, In March 2017, staff presented a pre-solicitation paper to the Business Administration Committee regarding the purchase of liquid runway deicer for Ronald Reagan Washington National (Reagan National) and Washington Dulles International Airports (Dulles International);

WHEREAS, Reagan National and Dulles International are required to use a liquid runway deicer at the Airports that has

been approved by the Federal Aviation Administration (FAA), as provided in the FAA Advisory Circular 150/5200-30D – Airport Field Condition Assessments and Winter Operations Safety;

WHEREAS, A Technical Evaluation Committee (TEC) reviewed two proposals that were submitted in response to the two-step Invitation for Bids solicitation;

WHEREAS, The Business Administration Committee received the results of the TEC’s evaluation of the submitted proposals

and the staff’s recommendation, and recommended that the Board of Directors approve the selection of General Atomics International Services Corporation, d/b/a Cryotech Deicing Technology; now, therefore, be it

RESOLVED, That the selection of General Atomics International Services Corporation, d/b/a Cryotech Deicing Technology, to supply liquid runway deicer at Reagan National and Dulles International Airports for a base term of three years, with one two-year option, at an estimated cost of

$6.1 million, is approved; and

2. That the President and Chief Executive Officer is authorized and directed to enter into a contract with General Atomics International Services Corporation, d/b/a Cryotech Deicing Technology, consistent with the terms presented to

the Business Administration Committee at its September 20, 2017 Meeting.

The final resolution filed in the Board of Directors Office includes a copy

of the staff recommendation paper.

c. Recommendation to Award a Contract for Natural Gas Supply

Service at Ronald Reagan Washington National Airport Ms. Merrick moved the adoption of the following resolution, which was unanimously adopted:

WHEREAS, Ronald Reagan Washington National Airport

(Reagan National) uses natural gas as the primary fuel source for heating its facilities and domestic hot water on the Airport;

WHEREAS, Paragraph 1.3.1 of the Airports Authority’s Contracting Manual permits the Airports Authority to use, when appropriate, contracts competitively procured by other

governmental entities; WHEREAS, On June 13, 2016, the County of Fairfax, Virginia, issued a joint Invitation for Bid for natural gas for Fairfax County Government and Fairfax County Public Schools and awarded one contract each to Colonial Energy,

Inc. and WGL Energy Services of Vienna, Virginia;

WHEREAS, Colonial Energy, Inc. is not able to guarantee the natural gas supply of Reagan National’s monthly demand;

WHEREAS, Based on current market research, utilizing the

WGL Energy Services contract procured by Fairfax County will result in pricing comparable to or lower than pricing Reagan National could expect to achieve by soliciting based solely on its requirements; and WHEREAS, A three-year and eight-month contract with WGL

Energy Services, beginning December 1, 2017, with an

anticipated not-to-exceed cost of $3.5 million provides the opportunity for Reagan National to participate in the next planned gas procurement by other governmental entities, scheduled for July 2021; now, therefore, be it

RESOLVED, That the President and Chief Executive Officer is authorized and directed to enter into a contract for a three-

year and eight-month period with WGL Energy Services,

consistent with the terms presented to the Business Administration Committee at its September 20, 2017 meeting.

The final resolution filed in the Board of Directors Office includes a copy of the staff recommendation paper.

d. Recommendation to Approve Authorizing an Extension of the Series

2010D Bonds and the Refinancing of the Series 2011B Bonds of the Aviation Enterprise’s Variable Rate Portfolio

Chairman McDermott announced that Nina Wells and Thorn Pozen had

recused themselves from participating in the day’s action associated with the Aviation Enterprise’s variable rate portfolio. They had stepped away from the table.

Mr. Adams then moved the adoption of the following resolution, which was voted on affirmatively by 12 Directors (Ms. Wells and Mr. Pozen recused themselves):

WHEREAS, The Airports Authority issued its Airport System Revenue Variable Rate Bonds, Series 2010D (the “Series

2010D Bonds”) under the Amended and Restated Master

Indenture of Trust, dated as of September 1, 2001, as amended (the “Master Indenture”), as supplemented by a Thirty-eighth Supplemental Indenture of Trust, dated as of September 1, 2010 (the “Thirty-eighth Supplemental”) between the Airports Authority and the Trustee, as amended

by the Amended and Restated Amendment No. 1 thereto, dated as of September 1, 2014 (the “Prior Amendment”), and the Series 2010D Bonds bear interest at a rate based on the LIBOR Index Rate Mode in the manner described in the Thirty-eighth Supplemental, as amended by the Prior Amendment, for a period that extends to September 23, 2017;

WHEREAS, Wells Fargo Bank, National Association (“Wells”) directly purchased the Series 2010D Bonds pursuant to a Second Amended and Restated Continuing Covenants Agreement, dated September 1, 2014, between the Airports Authority and Wells (the “Wells CCA”) and the Airports

Authority desires to extend the Initial Index Rate Period (as

such term is defined in the Wells CCA) during which Wells

will remain the direct purchaser of the Series 2010D Bonds;

WHEREAS, The Airports Authority issued its Airport System

Revenue and Refunding Variable Rate Bonds, Series 2011B (the “Series 2011B Bonds”) under the Master Indenture, as supplemented by a Forty-first Supplemental Indenture of Trust, dated as of September 1, 2011 (the “Forty-first Supplemental”) between the Airports Authority and the Trustee, as amended by Amendment No. 1 thereto, dated as

of October 1, 2014 (the “Original Amendment”), and the Series 2011B Bonds bear interest at a rate based on the

LIBOR Index Rate Mode in the manner described in the Forty-first Supplemental, as amended by the Original Amendment, for a period that extends to October 2, 2017;

WHEREAS, PNC Bank, National Association, is the Holder of the Series 2011B Bonds during the above period and the Series 2011B Bonds are subject to mandatory tender for purchase at the end of such period;

WHEREAS, The Airports Authority desires to maintain the

Series 2011B Bonds in the LIBOR Index Rate Mode and sell

the Series 2011B Bonds to U.S. Bank National Association (“U.S. Bank”), as direct purchaser;

WHEREAS, There has been presented to the Board of Directors the form of the documents described below that the

Airports Authority proposes to execute in connection with the extension of the Initial Index Rate Period in which Wells is the direct purchaser of the Series 2010D Bonds and the continuation of the Series 2011B Bonds in the LIBOR Index Rate Mode in which U.S. Bank will be the direct purchaser of the Series 2011B Bonds, copies of which documents shall be

filed in the records of the Airports Authority:

(a) Second Amended and Restated Amendment No. 1 to the Thirty-eighth Supplemental Indenture of Trust (the “Second Amended and Restated Amendment to the Thirty-eighth Supplemental”), between the

Airports Authority and the Trustee, relating to the Series 2010D Bonds;

(b) the Third Amended and Restated Continuing

Covenants Agreement relating to the Series 2010D Bonds between the Airports Authority and Wells (the “Third Amended Wells Continuing Covenants

Agreement”);

(c) Amendment No. 2 to the Forty-first Supplemental Indenture of Trust (the “Second Amendment to the Forty-first Supplemental”), between the Airports Authority and the Trustee, relating to the

Series 2011B Bonds; and

(d) the Continuing Covenant Agreement relating to the Series 2011B Bonds between the Airports Authority and U.S. Bank (the “U.S. Bank Continuing Covenant Agreement”); now, therefore, be it

RESOLVED, That the Second Amended and Restated Amendment to the Thirty-eighth Supplemental, the Third Amended Wells Continuing Covenants Agreement, the Second Amendment to the Forty-first Supplemental and the U.S. Bank Continuing Covenant Agreement shall be and hereby

are approved in substantially the form submitted to the Board

of Directors at this meeting, with such completions, omissions, insertions and changes necessary to reflect the transactions to be accomplished by such documents or as otherwise may be approved by the persons executing them, their execution to constitute conclusive evidence of the Board

of Directors’ approval of such completions, omissions, insertions and changes;

2. That Wells shall remain the direct purchaser of the Series 2010D Bonds pursuant to, and for the term provided in, the Third Amended Wells Continuing Covenants

Agreement, and such Series 2010D Bonds shall bear interest

in the LIBOR Index Rate Mode in the manner provided in the Thirty-eighth Supplemental as amended by the Second Amended and Restated Amendment to the Thirty-eighth Supplemental;

3. That U.S. Bank shall become the direct purchaser of the Series 2011B Bonds pursuant to, and for the term provided

in, the U.S. Bank Continuing Covenant Agreement, and such

Series 2011B Bonds shall continue to bear interest in the LIBOR Index Rate Mode in the manner provided in the Forty-first Supplemental as amended by the Second Amendment to

the Forty-first Supplemental;

4. That the Chairman and the Vice Chairman of the Board of Directors are each authorized to execute the Second Amended and Restated Amendment to the Thirty-eighth Supplemental, the Third Amended Wells Continuing

Covenants Agreement, the Second Amendment to the Forty-first Supplemental and the U.S. Bank Continuing Covenant

Agreement, and any other document, and to take any further action that the Chairman or Vice Chairman determines to be necessary or desirable to complete any of the transactions addressed and authorized by this Resolution;

5. That the Secretary or Assistant Secretary is authorized and directed to affix the Seal of the Airports Authority on any document executed pursuant to paragraph 4 of this Resolution, and to attest the same;

6. That the President and Chief Executive Officer and the

Vice President for Finance and Chief Financial Officer are each authorized and directed to execute, deliver and file, as applicable, tax certificates and all other required notices, certificates and instruments with respect to the actions addressed and authorized by this Resolution, including

Internal Revenue Service Form 8038 or 8038-G, on behalf of the Airports Authority and to take any further action as the officers may consider necessary or desirable in connection with such actions;

7. That all other acts of the Chairman and the Vice

Chairman of the Board of Directors, the President and Chief

Executive Officer and the Vice President for Finance and Chief Financial Officer, whether before or after the adoption of this Resolution, that are in conformity with the purposes and intent of this Resolution are hereby approved, ratified and confirmed; and

8. That any authorization provided in this Resolution to

execute a document shall include authorization to deliver the document to the other parties thereto.

Ms. Wells and Mr. Pozen returned to the table. The final resolution filed in the Board of Directors Office includes a copy of the staff recommendation paper and attachments.

e. Recommendation to Approve the 2018-2020 Title VI Program

Update for the Dulles Corridor Metrorail Project

Mr. Mims moved the adoption of the following resolution, which was unanimously approved:

WHEREAS, Title VI of the Civil Rights Act of 1964 provides

that no person shall, on the grounds of race, color or national origin, be excluded from participating in, be denied the benefits of, or be subject to discrimination under any program or activity receiving federal financial assistance; WHEREAS, The Airports Authority receives federal financial

assistance from the Federal Transit Administration (FTA) in

connection with the construction of the Dulles Corridor Metrorail Project; WHEREAS, The FTA’s Title VI guidance requires the Airports Authority to prepare and submit a Title VI Program every

three years that demonstrates how the Airports Authority intends to meet its Title VI obligations on the Project; WHEREAS, The Airports Authority is required to submit an updated Title VI Program to the FTA by October 1, 2017, and staff has prepared an updated version of the program;

WHEREAS, Under the FTA's Title VI guidance, the Board of Directors is required to review and approve the Airports Authority’s updated Title VI Program prior to its submission to the FTA; and

WHEREAS, The Dulles Corridor Committee has reviewed the updated Title VI Program relating to the Dulles Corridor

Metrorail Project, and has recommended that the Board of

Directors approve the updated Program and authorize its submission to the FTA; now, therefore, be it

RESOLVED, That the updated Title VI Program for the Dulles Corridor Metrorail Project is approved and its submission to the FTA is authorized.

The final resolution filed in the Board of Directors Office includes a copy of the staff recommendation paper and attachments.

VI. OTHER BUSINESS & ADJOURNMENT

The Meeting was thereupon adjourned at 11:08 a.m.

Respectfully submitted:

Monica R. Hargrove Vice President and Secretary