Approval of Security Guard Services Contract

Minutes of a Joint Meeting of the Board of Directors of the National September 11 Memorial and Museum at the World Trade Center Foundation, Inc. and the Board of Trustees of the National September 11 Memorial and Museum at the World Trade Center April 28, 2015 A joint meeting of the Board of Directors ( Memorial Board ) of the National September 11 Memorial and Museum at the World Trade Center Foundation, Inc. ( Memorial ) and the Board of Trustees ( Museum Board, and together with the Memorial Board, the Board ) of the National September 11 Memorial and Museum at the World Trade Center ( Museum ) was held at the 9/11 Memorial Museum in New York, NY at 4:00 p.m. on April 28, 2015. Directors in Attendance Chairman Michael R. Bloomberg Virginia S. Bauer David Beamer Paula Grant Berry Frank Bisignano (by phone) Debra Burlingame Keating Crown (by phone) Richard Edelman (by phone) Christine A. Ferer Vartan Gregorian (by phone) Patricia E. Harris Monica Iken Thomas S. Johnson (by phone) Robert Kasdin Anthoula Katsimatides Peter M. Lehrer Howard W. Lutnick Paul J. Napoli Emily K. Rafferty Kevin M. Rampe (by phone) Scott Rechler (by phone) Thomas H. Rogér (by phone) E. John Rosenwald, Jr. Andrew M. Senchak Craig Stapleton Anne M. Tatlock Daniel R. Tishman Seth Waugh (by phone) Carl Weisbrod 1

Also in Attendance Nancy Cutler, Bloomberg Philanthropies Joseph Daniels, President and Chief Executive Officer Kate Levin, Bloomberg Philanthropies Jeffrey Tabak, Board Counsel, Weil Gotshal & Manges Memorial Staff Present Allison Blais, Acting Chief Operating Officer, Secretary Cathy Blaney, Executive Vice President of Institutional Advancement Marc Cima, Chief Technology Officer Michael Frazier, Executive Vice President of Communications and Marketing Alice Greenwald, Executive Vice President of Exhibitions, Collections & Education; Director of Memorial Museum Heidi Hayden, Chief People Officer Christie Huus, Vice President of Special Projects and Events Noelle Lilien, General Counsel Luis Mendes, Executive Vice President of Facilities, Design and Construction Abigail Mullins, Senior Project Manager, Office of the President Natalie Pinkerton, Contract Administrator & Project Manager, Assistant Secretary (minutes) Shelby Prichard, Acting Chief of Staff Lynn Rasic, Executive Vice President of External Affairs and Strategy Chairman Michael R. Bloomberg called the meeting to order at 4:16 p.m. and as the first order of business introduced the minutes of the meeting held January 28, 2015 for approval. Upon motion made and seconded, the following resolution was unanimously approved: Approval of Minutes RESOLVED, that the minutes of the joint meeting of the Memorial Board and the Museum Board (together, the Boards ) held on January 28, 2015, as presented to the Boards, are hereby approved, and all actions taken by the members of the Boards present at such meetings, as set forth in such minutes, are ratified and approved as actions of the Memorial and the Museum, as applicable. Chairman Bloomberg opened the Chairman s report by reflecting on the life of Board member, John Whitehead, who recently passed away, noting his contributions as Founding Chairman of the Memorial. Chairman Bloomberg continued by discussing recent Museum visitation statistics, reporting that over 2.5 million people had visited the Museum since its opening in May 2014. Chairman Bloomberg then reported on recent evening programming and efforts to obtain federal funding. Chairman Bloomberg concluded his report by announcing the honorees for the annual benefit dinner. Joseph Daniels then provided the President s report. He noted that the 2015 attendance forecast was based on strong visitation in 2014. Mr. Daniels shared visitor data drawn from the press, social media and Museum exit surveys, reporting that the overall results were tremendously positive. Mr. Daniels shared the Memorial s first quarter financial performance 2

and discussed several new initiatives, including retail staff retraining and guided tours of the Memorial. Turning the Board s attention to a short video, Mr. Daniels continued by noting that the third annual 5K Run/Walk and Family Day, which took place on April 26, 2015 ( 2015 5K ), was a great success and he thanked Board members for their support. Mr. Daniels closed his report by noting several upcoming events, including a conversation with Navy SEAL Team 6 member Rob O Neill, and a Museum visit for the New York City Fire Department s probationary firefighter class, whom he also noted had volunteered at the 2015 5K. Chairman Bloomberg then asked Thomas Johnson to present the Education Committee report. Mr. Johnson reported that the Education Committee held its first meeting and discussed its core objectives and future educational programming. Mr. Johnson also stated that the Education Committee would be working closely with the External Affairs Committee to support audience-building and develop strategies for program promotion. Mr. Johnson then briefed the Board on the Museum s current educational activities in the areas of interpretive; school, youth and family; public; and scholarly programming. John Rosenwald and Christine Ferer provided the Institutional Advancement Committee report. Mr. Rosenwald began by providing an update on 2015 fundraising and recent major gifts. Mr. Rosenwald also reported on the success of the Museum membership program. Ms. Ferer then reported on the first member appreciation event on March 31, 2015, as well as the 2015 5K. Ms. Ferer also announced several upcoming events, including a SoulCycle ride in November 2015, as well as receptions in several countries hosted by U.S. ambassadors. Ms. Ferer noted that she would be stepping down from the Institutional Advancement Committee and would be focusing on expanding and developing partnerships in the areas of education and technology. Chairman Bloomberg then asked Emily Rafferty and Howard Lutnick to present the External Affairs Committee report. Ms. Rafferty explained that at its first meeting, the External Affairs Committee discussed several key topics, including providing guidance on public-facing communications and marketing, the overall visitor experience, and government funding efforts. Ms. Rafferty discussed areas of opportunity based on Museum visitation trends and recent survey results. She then turned the report to Mr. Lutnick, who discussed certain marketing opportunities as well as social media engagement. Mr. Lutnick also provided a report on the status of federal funding efforts and discussed promoting visitation for public programs. Anne Tatlock then presented the Nominating, Governance and Compensation Committee ( Nominating Committee ) report. Ms. Tatlock thanked the Board for its assistance and input in the Board Committee restructuring process. She also informed the Board that Peter Peterson had stepped down from the Board. Ms. Tatlock reported that all 2015 conflict of interest forms had been submitted and thanked the Board for its cooperation. Ms. Tatlock went on to discuss certain conflicts of interest that the Nominating Committee had reviewed in advance of the property and terrorism and directors and officers ( D&O ) insurance renewals. Ms. Tatlock outlined the conflicts for the Board, and stated that the Nominating Committee had discussed the details of these conflicts and approved both transactions. Virginia Bauer and Paula Berry then presented the Acquisitions Committee report. Ms. Bauer began by stating that at its first meeting, the Acquisitions Committee reviewed its core 3

responsibilities, including reviewing and advising on acquisitions, loans, and deaccessions from the collection. Ms. Bauer reported on several upcoming exhibition rotations. Ms. Berry then stated that the Committee had received an overview of the scope of the Museum s collection and had discussed top priorities for acquisition. She advised that the Acquisitions Committee had approved the acquisition of Wolfgang Staehle s 2001, a five-week, time-lapse video which documented hijacked Flight 11 s approach toward the North Tower on 9/11 and that the Acquisitions Committee was continuing to seek a sponsor for this purchase. Chairman Bloomberg then asked Mr. Johnson to give the Audit Committee report. Mr. Johnson stated that at its last meeting the Audit Committee met with its external auditing firm, O Connor Davies, LLP, and internal audit co-sourcing firm, Experis Finance. He stated that the Audit Committee received an update on revenue reporting and the 2014 internal audit plan, noting there were no significant findings. He also reported that the Audit Committee had received an update at its meeting about business continuity and disaster recovery planning. Next, Chairman Bloomberg asked Daniel Tishman to give the Buildings Committee report. Mr. Tishman reported on the status of work on the northeast quadrant of the Memorial and stated that staff was continuing to work on punchlist closeout with the Port Authority. Mr. Tishman also reported that the Memorial had begun its plaza beautification program, which included stone replacement and ivy planting. Mr. Tishman discussed certain construction issues, including mitigation and follow-up with the Port Authority. Next, Mr. Tishman introduced an action item recommended by the Buildings Committee: a request that the Board approve the extension of the contract with Andrews International, Inc. to serve as the Memorial s security contractor for a three-year period, with two one-year options to extend, for an amount not to exceed $37.9 million for the three-year period. Mr. Tishman reviewed Andrews International Inc. s past performance and pricing, as well as the RFP process. Upon motion made and seconded, the following request was unanimously approved by the Memorial Board: Approval of Security Guard Services Contract WHEREAS, the Buildings Committee has reviewed the proposed amendment and extension of the agreement with Andrews International, Inc. to supply Security Guard Services for the Memorial Plaza, the Memorial Museum, and the Museum Store at Vesey Street, in an amount not to exceed $37,912,973, for a three-year term from August 1, 2015 to July 30, 2018, with two one-year options to extend at the Memorial s discretion (the Security Guard Services Contract ) and recommends that the Memorial Board approve the Security Guard Services Contract; NOW, THEREFORE BE IT RESOLVED, that the proposed amendment and extension of the Security Guard Services Contract, as described in the materials presented to the Memorial Board, are hereby approved and adopted; and it is FURTHER RESOLVED, that the proper officers of the Memorial, any one of whom may act without the joinder of any of the others, be, and each of them hereby is, authorized, 4

empowered and directed, in the name and on behalf of the Memorial, to take any action as may be necessary, appropriate or appropriate to effect the foregoing (the taking of such action to be conclusive evidence that the proper officer deemed such action to be necessary, appropriate or advisable). Robert Kasdin then presented the Finance and Investment Committee report. Chairman Bloomberg asked Scott Rechler and Kevin Rampe to recuse themselves from the discussion and vote on the following action item. Mr. Kasdin introduced a request that the Board renew its property and terrorism insurance, and outlined the requirements of the Memorial s lease with the Port Authority. Mr. Kasdin reviewed the coverage limits and reported that the annual cost would not exceed $2.85 million, inclusive of broker s fees. Mr. Kasdin stated that the Finance and Investment Committee had reviewed the action item and recommended its approval. Upon motion made and seconded, the request was unanimously approved by the Memorial Board; Mr. Rampe and Mr. Rechler did not participate in the vote: Approval of Renewal of Annual Property/Terrorism Insurance WHEREAS, the Finance & Investment Committee has reviewed the renewal of the property and terrorism insurance policy (the Property and Terrorism Insurance Policy ) and recommends that the Memorial Board approve the renewal of the Property and Terrorism Insurance Policy; NOW, THEREFORE BE IT RESOLVED, that the Memorial is hereby authorized to approve and adopt the Property and Terrorism Insurance Policy as described in the materials presented to the Memorial Board; and it is FURTHER RESOLVED, that the proper officers of the Memorial, any one of whom may act without the joinder of any of the others, be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Memorial, to take any action as may be necessary, appropriate or appropriate to effect the foregoing (the taking of such action to be conclusive evidence that the proper officer deemed such action to be necessary, appropriate or advisable). Chairman Bloomberg then thanked Lynn Rasic for her work on the project, informing the Board that she would be resigning due to a cross-country move. He then announced that the next Board meeting would be held on August 6, 2015. No further agenda items remained and the meeting was adjourned at 4:58 p.m. 5