Clark Sieben, Cramer, Crimmins, Deal, Fatehi, Ginsberg, Hoard, King, Mohamed, Monaco, Schubring and Vice Chair Gartland

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1 METROPOLITAN AIRPORTS COMMISSION FULL COMMISSION REGULAR MEETING MINUTES Monday,, 1:00 p.m. Room LT-3048A, Terminal 1-Lindbergh Minneapolis-St. Paul International Airport Call to Order A regular meeting of the, having been duly called, was held Monday, March 19, 2018, in Room LT-3048A, Terminal 1-Lindbergh, Minneapolis-St. Paul International Airport. Vice Chair Gartland called the meeting to order at 1:01 p.m. The following were in attendance: Commissioners: Clark Sieben, Cramer, Crimmins, Deal, Fatehi, Ginsberg, Hoard, King, Mohamed, Monaco, Schubring and Vice Chair Gartland Staff: B. Ryks, C. Boyd, S. Busch, R. Fuhrmann, B. Rief, E. Valencia, G. Ballweber, M. Bents, R. Biddle, M. Everson, G. Failor, J. Felger, S. Freese, M. Grimm, L. Grzechowiak, P. Hogan, B. Johnson, E. Johnson, M. Kilian, M. Krogh, S. Kuehn, J. Laurent, H. Leide, C. Leqve, B. Peters, K. Racek, I. Rhawie, A. Saeed, S. Skramstad, K. Webb, S. Zaczkowski Others: C. Van Leuven, Transportation Security Administration; H. Moody, Delta Air Lines; J. Hippchen, RS&H; J. Sugimura, PinKU; LJ Marciano, Sun Country; K. Phelan, Aira; D. Paulson, TDAC; P. Bednarz, Siemens; M. Ebert, Ebert Construction; D. McConnell, J. Miller, T. Stender, Building Trades; M. Bubalo, S. Taylor, Laborers Local #563; T. House, Plasterers 265; C. Morris, Cement Masons 633; K. Pranis, LIUNA; F. Altamirano, IUPAT; E. Peterson, IBEW #292; M. Fairbanks, D. Holzer, Sheet Metal Workers; T. Wicker, GROC; C. Isackson, Minnesota Department of Transportation; F. Lorenz, Hulke & Gheer I. A. OPEN FORUM BOARD FILE NO The Open Forum is a portion of the Commission meeting where persons are allowed to address the Commission on subjects which are not a part of the meeting agenda. Public comments were received from Frank Lorenz, Hulke & Gheer, regarding minority vendors at the Minneapolis-St. Paul International Airport (MSP) and employees commuting costs. A Commissioner responded to Mr. Lorenz noting that he is comfortable with Commissioners decisions regarding labor peace, as well as with the Metropolitan Airports Commission s (MAC) staff recommendations on vendor selections. II. PRESENTATIONS BOARD FILE NO A. RESCHEDULED AIRA PRESENTATION Heather Leide, Senior Project Manager Airport Development, representing the Travelers with Disabilities Advisory Committee, noted that MSP strives to be the most accessible airport in the world by promoting equitable access for all airport users and commented that one way the airport is achieving that goal is through their partnership with Aira, visual interpreter for blind or

2 Page 2 low vision individuals. Ms. Leide introduced Kevin Phelan, Aira s Vice President of Marketing, who presented a short video summarizing the concept of Aira. Mr. Phelan explained that Aira is video-equipped smart glasses, a smartphone application and one-button access to a network of trained professional agents who provide immediate assistance. Brian Ryks, Executive Director/CEO, remarked that Aira is a great program and is excited to see it build within the community. Mr. Phelan responded to a Commissioner s question with regards to utilization, and a Commissioner thanked him for this excellent addition to the airport. III. CONSENT Vice Chair Gartland called attention to consent item number D. 1. Brian Ryks, Executive Director/CEO Performance Review (Closed Session), noting that the minutes for this item are included in the consent agenda. The following consent items were approved by roll call vote as indicated: COMMISSIONER DEAL MOVED AND COMMISSIONER SCHUBRING SECONDED APPROVAL OF THE CONSENT AND COMMITTEE AGENDA ITEMS AS LISTED BELOW WITH THE EXCEPTION OF PLANNING, DEVELOPMENT AND ENVIRONMENT COMMITTEE ITEM NUMBER B. III. B DHL AIR FREIGHT FACILITY EXPANSION AND MANAGEMENT AND OPERATIONS COMMITTEE ITEM NUMBER C. II. A MINNEAPOLIS-ST. PAUL INTERNATIONAL AIRPORT AND RELIEVER AIRPORTS CAPITAL EQUIPMENT PURCHASE. THE MOTION PASSED ON THE FOLLOWING ROLL CALL VOTE: AYES: TWELVE CLARK SIEBEN, CRAMER, CRIMMINS, DEAL, FATEHI, GINSBERG, HOARD, KING, MOHAMED, MONACO, SCHUBRING AND VICE CHAIR GARTLAND NAYS: NONE ABSTAIN: NONE ABSENT: THREE MAYOR CARTER, MADIGAN, AND CHAIR BOIVIN III. A. REPORTS BOARD FILE NO The Monthly and Year-to-Date Passenger Activity Report was informational only. III. B. AIRPORT LEASE ACTIONS BOARD FILE NO Minneapolis-St. Paul International Airport Agreements and Amendments Approval of a New Limited Commercial Services License Agreement with Global Aviation Services USA, Inc. Global Aviation will be performing ground handling, passenger services, cargo, aircraft deicing, aircraft cleaning, electric cart and wheel chair services for airlines at MSP. The term of the license agreement shall be month-to-month. Standard rates shall apply.

3 Page 3 Approval of a New Terminal Space Lease Agreement with Jett Pro Line Maintenance, Inc. for room E-1445 (320 s.f.). Jett Pro Line Maintenance provides aircraft line maintenance services for several airlines at MSP with this room to serve as storage space in support of their MSP operation. The term of the Agreement will be month-to-month. Standard Terminal rental rates shall apply. Approval of a New Space Lease Agreement with Infinity Wireless, Inc. for antenna space at Terminal 1. Infinity Wireless provides two-way commercial radio services to certain shuttle companies serving MSP. The term of the Agreement will be month-to-month. Standard rental rates shall apply. Approval of a Thirty-Second Amendment to the MN Airlines LLC Office Lease Agreement removing HT-2119 (1,277 s.f.). Standard Terminal rental rates shall apply. All other terms of the Agreement shall remain the same. Approval of a Ninth Amendment to the Prime Flight Aviation Services, Inc. Office Lease Agreement removing HT (179 s.f.) and adding HT (179 s.f.). Standard Terminal rental rates shall apply. All other terms of the Agreement shall remain the same. Approval of a New Terminal Space Lease Agreement with JetBlue Airways Corporation. JetBlue to lease rooms HT (179 s.f.) and HT (501 s.f.). The term of the Agreement will be month-to-month. Standard Terminal rental rates shall apply. Approval of a New Property Use Agreement with Schafer Contracting, Co., Inc. for approximately 230,000 square feet for use as a staging area in support of certain activities in conjunction with its construction project. The term of the agreement is one year. Standard rental rates shall apply. Approval of a Third Amendment to Rental Auto Service Site Agreement with Budget Rent-A- Car System, Inc. for the purpose of expanding its leased premises by 24,000 square feet to approximately 280,000 square feet in support of its service site operations. All other terms and conditions of the agreement remain unchanged. Approval of an Agreement with The Chiroport to operate one (1) cart at Terminal 1- Lindbergh. This is a one (1) year Agreement for the operation of a cart to offer chiropractic services to the travelling public. This Agreement shall be cancellable by either party upon 60 days notice. Standard rates shall apply. Approval of a New Agreement with Walkway, LLC to operate two (2) Walkway Workstations at Terminal 1- Lindbergh. This is a one (1) year Agreement for the operation of two Walkways offering free treadmill services to the travelling public. Walkway is currently operating two (2) units at T1- Lindbergh. This Agreement shall be cancellable by either party upon 60 days notice. Standard rates shall apply. Approval of a First Amendment to the DN-CBR MSP, LLC Concession Agreement to amend the Rent and Fee terms of the Agreement for Frivolous Flea. The current rent is $6,000 Monthly Minimum Guarantee (MMG) and 13% of gross revenue. Due to the holdover status of the Agreement and the desire to keep the Tenant operational for an additional month, MAC staff proposes a flat fee of 10% of gross sales. All other terms and conditions of the Agreement shall remain the same.

4 Page 4 Approval of an Amendment to the Host International, Inc. Batch 5 Supplemental Concessions Lease Agreement removing Ike s on Summit, Burger King, La Tapenade and storage space F at Terminal 1-Lindbergh from the Agreement. The removal of the units will amend the Leased Premises, Authorized Use, Operation of the Concession and the Rent and Fees terms of the Agreement. All other terms and conditions of the Agreement remain the same. Approval of an Amendment to the Host International, Inc. Batch 6 Supplemental Concessions Lease Agreement removing storage spaces LT-0220 and LT at Terminal 1-Lindbergh from the Agreement. The removal of the storage spaces will amend the Leased Premises and Rent and Fees terms of the Agreement. All other terms and conditions of the Agreement remain the same. Approval of an Amendment to the Host International, Inc. Lindbergh Terminal Office Space Lease Agreement removing office space LT-3154 at Terminal 1-Lindbergh from the Agreement. The removal of the office space will amend the Leased Premises and the Rent, Fees and Charges terms of the Agreement. All other terms and conditions of the Agreement remain the same. Approval of a Modification to the Estes News Group, Inc. Terminal Space Lease Agreement removing storage space B from the Agreement and adding storage spaces LT-0220, LT , C-0970, C-2090 and B-0045 to the Agreement. The removal and addition of the storage spaces will amend Exhibits A and B of the Agreement. All other terms and conditions of the Agreement remain the same. Approval of a Modification to the OTG Management Midwest, LLC Terminal Space Lease Agreement removing storage spaces G , G-2700, G-3170, G , G , G and G from the Agreement. Storage spaces G-1725 and G-2735 will be added to the Agreement. The removal and addition of the storage spaces will amend Exhibits A and B of the Agreement. All other terms and conditions of the Agreement remain the same. Approval of an Amendment to the OTG Management Midwest, LLC Food and Beverage, Retail and News Concessions Lease Agreement adding concessions space G-2745 (approximately 280 square feet) to the Agreement. The concessions space is created as part of MAC s 2017 Conveyance System Upgrades P7 / 2017 G Concourse Storage construction project and will be used by OTG to sell electronics products. The addition of the space will amend the Leased Premises/ Airline Designated Premises and Authorized Use terms of the Agreement. All other terms and conditions of the Agreement remain the same. Approval of a Terminal Space Lease Agreement with Areas Aero MSP JV, LLC for Terminal 1- Lindbergh adding space C-0964 (storage). The term of the Agreement shall be month-tomonth. Standard rates shall apply. Resolutions and Liquor Licenses Approval of an On-sale License to Areas Aero MSP JV, LLC d/b/a as Blue Door Pub on Concourse C and d/b/a City Point Bar on Concourse B of Terminal 1-Lindbergh. Standard terms and conditions shall apply. The State requires the MAC Board adopt a resolution to issue this license. The form of the resolution will be as required by the State. This license will be effective through January 19, 2019.

5 Page 5 Anoka County-Blaine Airport Consent to Leasehold Mortgage, and Subordination Agreement Consent to a Leasehold Mortgage from Living Word Christian Center, Lot 25A, to First National Bank of Elk River and a Subordination Agreement between Living Word Christian Center, First National Bank of Elk River, and MAC, conditioned upon review of documents by MAC legal counsel. Lease Transfer Consent to Transfer Aircraft Storage Lease from Minnesota Equipment Leasing Service, LLC, Lot Row 1E-F, to Allegis Corporation. Flying Cloud Airport Lease Transfer Consent to Transfer Aircraft Storage Lease from Robert C. and Jacqueline M. Jasper, Lot 56D, to Keith and Anne Obermeyer. New Aircraft Storage Lease Approval of a New Aircraft Storage Lease for Bill Bryan for Lot J1. COMMISSION ACTION REQUESTED: 1. AUTHORIZE THE LEASES, AGREEMENTS, AMENDMENTS, LICENSES, CONSENTS TO ASSIGNMENTS AND SUBLEASES, AND OTHER ACTIONS AS INDICATED, ALL AS GENERALLY DESCRIBED ABOVE; 2. SUBJECT TO PAYMENT OF ALL RENT OR MONEY OWED THE COMMISSION, COMPLIANCE WITH THE TERMS OF ALL EXISTING AGREEMENTS, AND PAYMENT OF APPLICABLE ADMINISTRATIVE FEES, IF ANY; AND 3. AUTHORIZE THE EXECUTIVE DIRECTOR/CEO OR HIS DESIGNEE TO EXECUTE THE NECESSARY DOCUMENTS WITH THE ABOVE AND/OR RELATED ENTITIES. III. C. APPROVAL OF MINUTES BOARD FILE NO APPROVAL OF THE FEBRUARY 20, 2018, FULL COMMISSION MINUTES. III. D. ACCOUNTS PAYABLE LISTING BOARD FILE NO APPROVAL OF THE AMOUNT OF $30,186,

6 Page 6 III. E. COMMITTEES BOARD FILE NO A. FINANCE AND ADMINISTRATION COMMITTEE II. III. Consent A. Reports 1. Budget Variance Reports a. Preliminary December 2017 b. January Accounts Receivable Summary B. Bid Award Annual Equipment Financing Lease C Audit Plan Discussion Action A. Health Engagement Program Update and Incentive Rewards Approval B. Request Authority to Enter Into a Direct Lease with Hudson Group HG Retail, LLC B. PLANNING, DEVELOPMENT AND ENVIRONMENT COMMITTEE II. III. IV. Reports - Information A. Change Management Policy and Project Status Report Consent A. Final Payments MAC Contracts Telecommunications Room Equipment Continuity (TREC) Phase MACnet Phase Terminal 1-Lindbergh Miscellaneous Modifications General Office Security Enhancements 5. Terminal 2-Humphrey Gate Expansion Phase 1 6. Terminal 2-Humphrey Curbside Check-in Expansion B. Bids Received MAC Contracts 1. DISCUSSION: 2018 DHL Air Freight Facility Expansion G Concourse Moving Walks Intelligent Monitoring and Access Control Systems (IMACS) Phase G Concourse Rehabilitation Program Phase 3 5. St. Paul Downtown Airport 2018 Airport Access Road 6. Anoka County-Blaine Airport 2018 Pavement Reconstruction Taxiway F Taxiway S Reconstruction South Security Exit and Façade Expansion Parking Structure Rehabilitation Discussion Information A. MSP Reimagined Update C. MANAGEMENT AND OPERATIONS COMMITTEE II. Discussion - Action A. DISCUSSION: 2018 Minneapolis-St. Paul International Airport and Reliever Airports Capital Equipment Purchase B. Elevator, Escalator and Moving Walk Maintenance and Repair Request to Award

7 Page 7 III. Discussion - Information A. Transportation Security Administration Passenger Screening Update B. Super Bowl Debriefing D. SPECIAL EXECUTIVE COMMITTEE MEETING I. Brian Ryks, Executive Director/CEO Performance Review (Closed Session) IV. DISCUSSION BOARD FILE NO C. II. Management and Operations Committee A. DISCUSSION: 2018 Minneapolis-St. Paul International Airport and Reliever Airports Capital Equipment Purchase Commissioner King requested that the action included in the March 5, 2018, Management and Operations Committee be amended. Sara Freese, Assistant Director of Operations Field Maintenance & Airside Operations, described the details of the proposed revised action. COMMISSIONER KING MOVED AND COMMISSIONER CRIMMINS SECONDED TO AUTHORIZE STAFF TO PURCHASE THE FIELD MAINTENANCE CAPITAL EQUIPMENT LISTED ON ATTACHMENTS A AND B OF THE COMMITTEE MEMORANDUM AT A COST NOT TO EXCEED THE TOTAL BUDGETED AMOUNT FOR EACH ITEM LISTED AND TO SELECT THE VENDOR FROM EITHER THE STATE OF MINNESOTA COOPERATIVE PURCHASING CONTRACT OR THE NJPA COOPERATIVE PURCHASING CONTRACT AND TO AUTHORIZE THE EXECUTIVE DIRECTOR/CEO OR HIS DESIGNEE TO EXECUTE THE NECESSARY DOCUMENTS. THE MOTION PASSED ON THE FOLLOWING ROLL CALL VOTE: AYES: TWELVE CLARK SIEBEN, CRAMER, CRIMMINS, DEAL, FATEHI, GINSBERG, HOARD, KING, MOHAMED, MONACO, SCHUBRING AND VICE CHAIR GARTLAND NAYS: NONE ABSTAIN: NONE ABSENT: THREE MAYOR CARTER, MADIGAN AND CHAIR BOIVIN B. III. Planning, Development and Environment Committee B. 1. DISCUSSION: 2018 DHL Air Freight Facility Expansion Mr. Dan McConnell, Business Manager of the Minneapolis Building Trades Council, highlighted the concerns of his organization for opposing the recommended bid award. Commissioner Cramer noted that there are timing concerns associated with this project and that there is some question over how decisions are made as to which projects require a project labor agreement. He also noted that the Planning, Development and Environment Committee was aware of these concerns when the item was brought forward for the Commission s approval, which awarded the bid to Ebert Construction.

8 Page 8 Bridget Rief, Vice President Planning and Development, responded to a Commissioner s question regarding project management and noted that based on her research assessment she continues to recommend to award the bid to Ebert Construction as the lowest responsible bidder. Mr. Marcus Ebert, representing Ebert Construction addressed Commissioners questions and concerns regarding allegations of poor performance on school and other public works projects. Commissioners discussed the process in which projects are designated as appropriate for project labor agreements, noting that the criteria for designating projects would be appropriate for reconsideration. Ms. Rief expounded on the process, noting that staff reviews which proposed projects in the upcoming year s Capital Improvement Program would have significant impact on the travelling public should the project be delayed. These types of projects are typically recommended by staff for a project labor agreement. Cameron Boyd, General Counsel, reminded Commissioners of the standard criteria for awarding contracts to low responsible bidders. Ms. Rief responded to Commissioners questions with regard to timing issues of bid awards, consequences of delaying projects and relationships with subcontractors. COMMISSIONER CLARK SIEBEN MOVED AND COMMISSIONER SCHUBRING SECONDED TO DEFER THE MARCH 5, 2018, PLANNING, DEVELOPMENT AND COMMITTEE MEETING CONSENT ITEM NUMBER B. III. B DHL AIR FREIGHT FACILITY EXPANSION TO THE APRIL 2, 2018, PLANNING, DEVELOPMENT AND ENVIRONMENT COMMITTEE MEETING. THE MOTION PASSED ON THE FOLLOWING ROLL CALL VOTE: AYES: ELEVEN CLARK SIEBEN, CRAMER, CRIMMINS, DEAL, FATEHI, GINSBERG, KING, MOHAMED, MONACO, SCHUBRING AND VICE CHAIR GARTLAND NAYS: ONE HOARD ABSTAIN: NONE ABSENT: THREE MAYOR CARTER, MADIGAN AND CHAIR BOIVIN V. OLD BUSINESS BOARD FILE NO There were no old business items. VI. NEW BUSINESS BOARD FILE NO There were no new business items. VII. ANNOUNCEMENTS BOARD FILE NO A. ASQ AWARD Vice Chair Gartland announced that Minneapolis-St. Paul International Airport was named the Best Airport in North America for the second consecutive year, noting that the Air Service Quality (ASQ) Awards are amongst the most coveted in the airport industry.

9 Page 9 B. NON-AGENDA ITEM: ARN CONFERENCE AWARDS Eric Johnson, Director Commercial Management and Airline Affairs, announced that MSP won the Airport Revenue News (ARN) award for Best Management Team in the large airport group. Liz Grzechowiak, Assistant Director Concessions and Business Development, announced that Lolli and Pops, in partnership with Pacific Gateway and St. Croix Airport Retail won for Best New Specialty Retail Concept, Escape Lounge in partnership with MAG USA won for Best Passenger Service, and LoLo American Kitchen and Craft Bar in partnership with SSP won for Best Airport Bar. C. NON-AGENDA ITEM: LEGISLATIVE UPDATE Mitchell Kilian, Associate Vice President Governmental Affairs, provided a brief update of potential issues that may impact the Metropolitan Airports Commission this session including: MAC Prohibited Runway Extension Transportation Network Companies Regulation Automatic License Plate Reader (ALPR) Compensation Limits Public Private Partnership Bill Association of General Contractor AGC Bill Rochester International Airport CAT II Approach System Funding Commissioner Ginsberg thanked Mr. Kilian and his team for their great work on these issues. D. NON-AGENDA ITEM: UPCOMING MEETINGS Vice Chair Gartland continued the announcements by reminding Commissioners that the Lake Elmo and Environmental Assessment meeting will be held on Wednesday, April 4, 2018, at the Oak-Land Middle School auditorium in Lake Elmo, noting that the open house begins at 6:00 p.m., the staff presentation begins at 6:30 p.m. and the public hearing begins at 7:00 p.m. She also reminded Commissioners that the Monday, April 16, 2018 meeting has been rescheduled to Monday, April 23, 2018 at 1:00 p.m. The meeting was adjourned at 2:21 p.m.