MINUTES. Commissioner Commissioner Commissioner Commissioner Commissioner Board President

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1 ` LOS BOARD OF AIRPORT COMMISSIONERS ANGELES WORLD AIRPORTS - CITY OF LOS ANGELES MINUTES Of the meeting of the Board of Airport Commissioners of the City of Los Angeles convened in Regular Open Session in the Samuel Greenberg Board Room No. 107 in the Clifton A. Moore Administration Building at Los Angeles International Airport, #1 World Way, Los Angeles, California on Monday, July 21, 2014 at 10:30am. The Agenda for said meeting was posted for public reference on the outside bulletin board and at the front lobby of the Department of Airports, Clifton A. Moore Administration Building, #1 World Way, Los Angeles, California on Thursday, July 17, 2014 at 3:48pm, and on the websites of both the Department of Airports at http: / / and the City of Los Angeles at http: / /lacity.org. The meeting was televised by Channel 35 for viewing after the meeting, and was also monitored by Council Phone. PRESENT: Gabriel L. Eshaghian Beatrice C. Hsu Matthew M. Johnson Cynthia A. Telles Valeria C. Velasco Sean O. Gina Marie Lindsey Stephen Martin Debbie Bowers Michael Doucette Cynthia Guidry Roger Johnson Ryan Yakubik Raymond Ilgunas Sandra Miller ABSENT: Jackie Goldberg Commissioner Commissioner Commissioner Commissioner Commissioner Board President Executive Director Chief Operating Officer Deputy Executive Director Deputy Executive Director Deputy Executive Director Deputy Executive Director Interim Chief Financial Officer General Counsel Secretary Commissioner As a covered entity under Title ll of the Americans with Disabilities Act, the City of Los Angeles does not discriminate on the basis of disability and, upon request, will provide reasonable accommodation to ensure equal access to its programs, services and activities.

2 I. APPROVAL OF MINUTES The Committee approved the presented Minutes of Special Meeting of June 2, 2014 (9:30am); and Regular Meetings of June 2, 2014 (10:30am); June 16, 2014 (9:00am and 10:30am), and carried the following votes: Moved by: Commissioner Hsu Seconded by: Commissioner Velasco Il. GENERAL COMMENTS FROM THE PUBLIC Jan Harris - General Comment Lori Zelen - General Comment Molly Miller - General Comment Ill. EXECUTIVE DIRECTOR'S REPORTS Development Program Management Update No update provided. Small Business Enterprise (SBE) Program Update Karen Tozer, Procurement Manager, gave a power point presentation. Commissioner Johnson requested the following: 1) more aggressive SBE goals; so, for the program's 2nd year he would like to increase it to 25 %; 2) regular updates: quarterly reports on the goals achieved on current contract(s) and semi -annual reports on overall SBE program; 3) prior performance of contractors should be included as a criterion in future RFPs; 4) receive report covering current SBE participation of Concessions and airline construction contracts, as available; 5) as amendments to Concession or construction contracts are presented to the Board their ACDBE/SBE participation should be reviewed; and 6) receive annual ACDBE report to FAA. Commissioner Eshaghian requested staff coordinate with Public Relations -Media Division so the monthly SBE outreach events and other types of opportunities are publicized through social media. IV. CONSIDERATION OF CONSENT ITEMS The Board consented to Items 6, 8, 9, 10 and 11, of which recommendations were approved: Moved by: Commissioner Eshaghian Seconded by: Commissioner Telles Commissioners Eshaghian, Goldberg, Hsu, Telles, Velasco and President JULY 21, 20'14 10: 30a rn

3 6. RESOLUTION NO Resolution: Authorizing City of Los Angeles Department of Airports to access state and federal summary criminal history records and information for employment, licensing or certification purposes RECOMMENDATIONS: Request that the Board of Airport Commissioners rescind Resolution and adopt the Resolution allowing for the Airport Police Division and its Badge Office to receive criminal history checks from the California Department of Justice for all individuals who possess a Transportation Security Administration authorized Security Identification Display Area (SIDA) badge including employees, volunteers, vendors /tenants and their employees. (Raymond Ilgunas, ) 8. RESOLUTION NO Second Amendment to Lease LAA with Skanska USA Building, Inc.: To extend the term by six months, covering Suite 670 in Skyview Center (Building A) located at 6033 West Century Boulevard, adjacent to Los Angeles International Airport, for estimated revenue of $20,000 over the extension term Act (CEQA) pursuant to Article Ill Class 1(18)(c) of the Los Angeles City CEQA Guidelines; further find that this action is being taken pursuant to Charter Section 371(e)(10) because competitive bidding would be undesirable, impracticable or impossible; approve a Second Amendment to Lease LAA with Skanska USA Building, Inc. that will generate approximately $20,000 in revenue over the six (6) month term for Los Angeles World Airports; and authorize the Executive Director to execute the Second Amendment upon approval as to form by the City Attorney. (Debbie Bowers, ) 9. RESOLUTION NO First Amendment to Lease with Kiewit Infrastructure West Company: To extend the term by six (6) months, covering space in Skyview Center (Building A) located at 6033 West Century Boulevard, adjacent to Los Angeles International Airport, for estimated revenue of $81,816 over the term Act (CEQA) pursuant to Article Ill Class 1(18)(c) of the Los Angeles City CEQA Guidelines; further find that the City's competitive bidding restrictions do not apply because use of competitive bidding in this setting would be undesirable within the meaning of Administrative Code Section 10.15(a)(10) because the competitive selection process for this amendment was conducted by Los Angeles World Airports' property manager for the Skyview property, which property management contract was assigned to Los Angeles World Airports as part of Los Angeles World Airports' purchase of the Skyview property, and subsequently extended; approve a First Amendment with Kiewit Infrastructure West Co. that will generate approximately $81,816 in revenue over the six (6) month term for Los Angeles World Airports; and authorize the Executive Director to execute the First Amendment upon approval as to form by the City Attorney. (Debbie Bowers, ) JUI..Y 21, :30,:tin

4 RESOLUTION NO Ten (10) -year Premier Passenger Lounge Space Lease with Etihad Airways: Covering space in Tom Bradley International Terminal at Los Angeles International Airport, for estimated revenue of $6,818,000 over the term Act (CEQA) pursuant to Article Ill Class 1(18)(c) of the Los Angeles City CEQA Guidelines; approve the proposed Premier Passenger Lounge Space Lease in the Tom Bradley International Terminal at Los Angeles International Airport with Etihad Airways; and authorize the Executive Director to execute the Premier Passenger Lounge Space Lease with Etihad Airways upon approval as to form by City Attorney and upon approval by the Los Angeles City Council. (Debbie Bowers, ) 11. RESOLUTION NO Supplemental Agreement 2 to Memorandum of Agreement LAA with the Federal Aviation Administration: To extend the term through June 30, 2015 for certification and commissioning of the Runway Status Lights Project at Los Angeles International Airport Act (CEQA) pursuant to Article II Section 2(f) of the Los Angeles City CEQA Guidelines; approve Supplemental Agreement No. 2 to Memorandum of Agreement LM-8522 with Federal Aviation Administration for Runway Status Lights Project at Los Angeles International Airport; and authorize the Executive Director to execute Supplemental Agreement No. 2 to Memorandum of Agreement LM-8522 upon approval as to form by the City Attorney. (Cynthia Guidry, ) V. DISCUSSION / AMENDMENT OF REMAINING ITEMS 1. RESOLUTION NO Three (3) -year Memorandum of Understanding with Los Angeles City Department of Cultural Affairs: For curatorial, art program development and administrative program services for Los Angeles World Airports, for cost not to exceed $930,000 Act (CEQA) pursuant to Article II Section 2(f) of the Los Angeles City CEQA Guidelines; approve a three (3) -year Memorandum of Understanding with the Los Angeles City Department of Cultural Affairs for curatorial, art program development, and administrative program services for an annual amount not to exceed $310,000, and an overall amount not to exceed $930,000, at Los Angeles World Airports; and authorize the Executive Director to execute the Memorandum of Understanding with the City of Los Angeles Department of Cultural Affairs upon approval as to form by City Attorney. (Cynthia Guidry, ) Moved by: Commissioner Eshaghian Seconded by: Commissioner Velasco

5 5 - Commissioner Eshaghian requested an update every six months. He also requested staff coordinate with Public Relations -Media Division to publicized our art program(s) through social media. 2. RESOLUTION NO Seventh Amendment to Contract DA with Demetriou, Del Guercio, Springer & Francis LLP: To increase the contract authority by $250,000, for legal services to assist Los Angeles World Airports and City Attorney's Office with real estate and related matters Commissioners find that this action as a continuing administrative and personnel -related activity, is exempt from the California Environmental Quality Act (CEQA) pursuant to Article Il Section 2(f) of the Los Angeles City CEQA Guidelines; approve the Seventh Amendment to Contract DA with the law firm of Demetriou, Del Guercio, Springer & Francis, LLP to increase the contract amount by $250,000; further find that the Seventh Amendment is exempt from competitive bidding pursuant to Charter Section 371(e)(10); and authorize the Executive Director to execute the Seventh Amendment to Contract DA upon approval as to form by the City Attorney and upon approval by the City Council. (Raymond Ilgunas, ) Moved by: Seconded by: Commissioner Velasco Commissioner Eshaghian In relation to Items 2-5, Commissioner Velasco encouraged the City Attorney's Office to consider bring outside counsel on staff. Commissioner Eshaghian requested that when contracts are presented to the Board that the scope of work be for concrete elements. 3. RESOLUTION NO Ninth Amendment to Contract DA with Kaye Scholer LLP: To increase the contract authority by $2,260,000, for legal services to assist Los Angeles World Airports and City Attorney's Office with federal regulatory and litigation matters Act (CEQA) pursuant to Article I I Section 2(f) of the Los Angeles City CEQA Guidelines; approve the Ninth Amendment to Contract DA to increase the contract amount by $2,260,000; further find that the Ninth Amendment is exempt from competitive bidding pursuant to Charter Section 371(e)(10); and authorize the Executive Director to execute the Ninth Amendment to Contract DA upon approval as to form by the City Attorney and upon approval by the City Council. (Raymond Ilgunas, )

6 6.. Moved by: Commissioner Johnson Seconded by: Commissioner Eshaghian See Item 2 above. 4. RESOLUTION NO Award of a three (3) -year Contract to Farella Braun + Martel LLP: For legal services to assist Los Angeles World Airports and City Attorney's Office with public contracting, construction litigation issues and other related legal services, for cost not to exceed $1,000,000 Act (CEQA) pursuant to Article I I Section 2(f) of the Los Angeles City CEQA Guidelines; further find that, pursuant to Charter Section 1022, this work can be performed more economically or feasibly by an independent contractor than by City employees; approve a three (3) year Contract with the law firm of Farella Braun + Martel, LLP, for legal services to assist Los Angeles World Airports and the City Attorney with public contracting, construction litigation issues and other related legal services for an amount not to exceed $1,000,000; authorize the Executive Director to execute said Contract upon approval as to form by the City Attorney; and further approve the request from Farella Braun + Martel, LLP for a waiver of conflict of interest, as set forth in the Board Report, and further authorize the City Attorney or designee to execute the waiver on behalf of the City. (Raymond Ilgunas, ) Moved by: Commissioner Eshaghian Seconded by: Commissioner Johnson See Item 2 above. 5. RESOLUTION NO Award of a three (3) -year Contract to Atkinson, Andelson, Loya, Ruud & Romo: For legal services to assist Los Angeles World Airports and City Attorney's Office in the Writ of Mandate, Los Angeles Airport Police Officers Association v. City of Los Angeles, et al., Case BS148745, for cost not to exceed $250,000 Act (CEQA) pursuant to Article II Section 2(f) of the Los Angeles City CEQA Guidelines; further find that this work can be performed more economically or feasibly by an independent contractor than by City personnel; approve a three (3) year Contract with JIJI._Y 21, :30arn

7 Atkinson, Andelson, Loya, Ruud & Romo for the City of Los Angeles, Department of Airports, in an amount not to exceed $250,000; and authorize the Executive Director to execute said Contract upon approval as to form by the City Attorney. (Raymond Ilgunas, ) Moved by: Commissioner Velasco Seconded by: Commissioner Eshaghian Commissioners Eshaghian, Goldberg, Hsu, Johnson, Telles, Velasco and President See Item 2 above. 7. RESOLUTION NO Reinstated and Amended Leasing and Property Management Agreements with Equity Office Management: For property management and leasing of Skyview Center for a one (1) -year term, at a not to exceed cost of $875,000 during the one (1) -year term Act (CEQA) pursuant to Article III Class 1(18)(c) of the Los Angeles City CEQA Guidelines; further find that the City's competitive bidding restrictions do not apply because the use of competitive bidding would be undesirable within the meaning of Administrative Code Section 10.15(a)(10) because City was required to assume these property management and leasing agreements for a one (1) year period when it acquired the Skyview properties in June 2013, and a brief one (1) year extension of these agreements was contemplated in the original agreements and will allow the City to properly prepare a request for proposal for the management and leasing of the Skyview Office Buildings; further find that the contracting process used satisfies the requirements of Administrative Code Section and is compatible with the City's interest; approve the Reinstated and Amended Agreements with Equity Office Management at a not to exceed cost of $875,000 during the one (1) -year term; and authorize the Executive Director to execute the Reinstated and Amended Agreements upon approval as to form by the City Attorney. (Debbie Bowers, ) Moved by: Commissioner Johnson Seconded by: Commissioner Eshaghian Absent: Commissioners Eshaghian, Hsu, Johnson, Telles, and Vice President Velasco Commissioner Commissioner Johnson inquired how the fees were broken -down. Deputy Executive Director Debbie Bowers responded that the fees are distributed as follows: $360,000- Management fees; $50,000- Manage tenant construction improvements; and $465,000-leasing commission. JULY 2.1, :30am

8 8 12. RESOLUTION NO Award of a seven (7) -year Concession Agreement to Lenlyn Limited dba ICE Currency Services USA: With three (3) one -year extension options, to manage and operate the currency exchange and business services at Los Angeles International Airport, for estimated minimum revenue of $57,500,000 over the initial term RECOMMENDATIONS:. Adoption of the Report requesting that the Board of Airport Act (CEQA) pursuant to Article III Class 1(18)(c) of the Los Angeles City CEQA Guidelines; further find that the work can be performed more economically or feasibly by an independent contractor than by City employees; further find that the Request for Proposal process used in this competitive award process satisfies the requirements of Administrative Code Section and is compatible with the City's interests; further find that Lenlyn Ltd. dba ICE Currency Services USA is responsive and responsible, that entering into this agreement is to the advantage of the City, and waive any informality in the proposals; approve the Award of a seven (7) -year Agreement with three (3) one -year extensions to Lenlyn Ltd. dba ICE Currency Services USA to manage and operate the Currency Exchange and Business Services Concessions at Los Angeles International Airport and an expected minimum revenue of $57.5 million over the term; and authorize the Executive Director to execute an Agreement with Lenlyn Ltd. dba ICE Currency Services USA upon approval as to form by the City Attorney and upon approval of the City Council. (Debbie Bowers, ) Moved by: Commissioner Hsu Seconded by: Commissioner Eshaghian 13. RESOLUTION NO Exercise of Cash Purchase Option under Terminal Facilities Lease and License Agreement LAA with Virgin America, Inc.: Covering certain renovations in Terminal 3 at Los Angeles International Airport; and appropriation of $4,973,000 for said purchase Act (CEQA) pursuant to Article II Section 2(f) the Los Angeles City CEQA Guidelines; authorize the Executive Director to exercise the option to purchase Terminal Renovations as provided in the Terminal Facilities Lease and License Agreement with Virgin America, Inc., LAA for space in Terminal 3 at Los Angeles International Airport; and appropriate funds in the amount of $4,973,000 to acquire the Terminal Renovations. (Debbie Bowers, ) Moved by: Commissioner Eshaghian Seconded by: Commissioner Johnson

9 14. RESOLUTION NO Exercise of Cash Purchase Option under Terminal Facilities Lease and License Agreement LAA -8757, as amended, with Southwest Airlines: Covering certain renovations in Terminal 1 at Los Angeles International Airport; and appropriation of $67,907,000 for said purchase Act (CEQA) pursuant to Article II Section 2(f) the Los Angeles City CEQA Guidelines; authorize the Executive Director to exercise the option to purchase Terminal Renovations as provided in the First Amendment of the Terminal Facilities Lease and License Agreement with Southwest Airlines for space in Terminal 1 at Los Angeles International Airport; and appropriate funds in the amount of $67,907,000 to purchase the Terminal Renovations Additional Scope. (Debbie Bowers, ) Moved by: Commissioner Johnson Seconded by: Commissioner Telles 15. RESOLUTION NO First Amendment to Contract DA with Gin Wong Associates: To extend the term through October 14, 2017 and increase the contract authority to $10,000,000 for professional architectural and design services for various capital improvements in Terminal 2 at Los Angeles International Airport; and appropriation of not to exceed $4,000,000 for said services Act (CEQA) pursuant to Article II Section 2(f) of the Los Angeles City CEQA Guidelines; approve the First Amendment to Contract DA with Gin Wong Associates to extend the term for two (2) years to October 14, 2017, and to increase authority from $6,000,000 to $10,000,000; appropriate capital funds in the not -to- exceed amount of $4,000,000; further find that this action is being taken pursuant to Charter Section 371(e)(10) because competitive bidding would be undesirable, impracticable or impossible; and authorize the Executive Director to execute the First Amendment upon approval as to form by the City Attorney and upon approval by the City Council. (Roger Johnson, ) Moved by: Commissioner Eshaghian JULY 21, :30arn

10 Seconded by: Commissioner Hsu 16. RESOLUTION NO Award a three (3) -year construction Contract to W.E. O'Neil Construction Company: For the Parking Garage Elevator Upgrades Project at Los Angeles International Airport in the amount of $39,713,614 and, appropriate capital funds in the not -to- exceed amount of $46,374,316 for said project Act (CEQA) pursuant to Article Ill, Class 1 (4) of the Los Angeles City CEQA Guidelines; further find that the work can be performed more economically or feasibly by an independent contractor than by City employees; approve Award of a construction Contract to W.E. O'Neil Construction Company, the lowest responsive and responsible bidder, for the Parking Garage Elevator Upgrades Project at Los Angeles International Airport in the amount of $39,713,614; appropriate capital funding in the not -to exceed amount of $46,374,316 for this project; authorize the Executive Director to execute said contract upon approval as to form by the City Attorney; further find that T.B. Penick & Sons, Inc.'s bid protest against W.E. O'Neil Construction Company of California is without merit and is rejected; and further find that Icon West, Inc.'s bid protest against W.E. O'Neil Construction Company of California is without merit and is rejected. (Roger Johnson, ) Moved by: Commissioner Telles Seconded by: Commissioner Johnson 17. RESOLUTION NO Midfield Satellite Concourse Program, including the Midfield Satellite Concourse North Project, at Los Angeles International Airport: And certification of the Final Environmental Impact Report; and adoption of the Statement of Overriding Considerations, California Environmental Quality Act Findings, Mitigation Monitoring and Report Program, and Executive Director's LAX Plan Compliance Report for said Midfield Satellite Concourse Program Commissioners certify that: a) The Final EIR for the MSC, which includes the Draft EIR, has been prepared in accordance with the requirements of the California Environmental Quality Act (CEQA) and the City of Los Angeles CEQA Guidelines;

11 1.1.. find that: b) The Board of Airport Commissioners, as the decision making body of the lead agency, considered the Final EIR prior to approving the Program and Project and any comments received; c) The MSC EIR represents the independent judgment and analysis of the lead agency; a) The MSC, as defined in the Final EIR, complies with the Los Angeles International Airport (LAX) Plan, all design guidelines required by the LAX Plan, and all applicable provisions of the LAX Specific Plan, as fully set forth in the Executive Director's LAX Plan Compliance Report (EDR); b) The MSC has been adequately analyzed in compliance with CEQA, and the applicable commitments and mitigation measures contained in the LAX Master Plan Mitigation Monitoring and Reporting Program (MMRP) have been incorporated into the MSC as fully set forth in the LAX Plan Compliance Report; adopt the: a) Executive Director's LAX Plan Compliance Report b) Statement of Overriding Considerations c) CEQA Findings d) MSC MMRP, including applicable Commitments, and Measures in the LAX Master Plan MMRP; consider the LAX Plan Compliance determination as recommended in the EDR including the adoption of findings and imposition of all recommended conditions; approve the MSC Program including the MSC North Project as described in the Final EIR; and transmit and recommend that the City Council concur with the actions of the Board of Airport Commissioners, affirm the certification of the MSC Final ElR and approve the LAX Plan Compliance determination as recommended in the EDR. (Cynthia Guidry, ) Moved by: Seconded by: Commissioner Eshaghian Commissioner Telles Deputy Executive Director Cynthia Guidry and Program Manager -Capital Programming and Planning Group Lisa Trifiletti gave a power point presentation. 18. RESOLUTION NO Award of a three (3) -year Contract to Skanska W.E. O'Neil, a Joint Venture: For pre- construction and construction services for the Midfield Satellite Concourse North Enabling Project at Los Angeles International Airport, for cost of $50,000,000; and appropriation of not to exceed $69,990,000 for said project 0Oo Act (CEQA) pursuant to Article II Section 2(i) of the Los Angeles City CEQA Guidelines;

12 -12 further find that the proposal of Skanska W.E. O'Neil, a Joint Venture, represents the lowest ultimate cost (as defined in Charter Section 371) to the City than any other responsive proposal submitted; further find that the award is in compliance with Los Angeles City Ordinance No ; approve the Award of a three (3) -year Contract to Skanska W.E. O'Neil, a Joint Venture, for Construction Manager at Risk for the Midfield Satellite Concourse North Enabling Project at Los Angeles International Airport in the amount of $50,000,000 which is subject to change order authority; authorize the Executive Director to execute the Contract with Skanska W.E. O'Neil, a Joint Venture upon approval as to form by the City Attorney; appropriate capital funds in the not -toexceed amount of $69,990,000 for this project; and further approve a budget owner's contingency in the amount of $5,690,000 for this project. This contingency can only be utilized through change orders authorized by the Executive Director or the Board of Airport Commissioners as outlined in the Board action. (Roger Johnson, ) Moved by: Seconded by: Commissioner Eshaghian Commissioner Johnson Commissioners Eshaghian, Goldberg, Hsu, Johnson, Telles, Velasco and President Chief Operating Officer Steve Martin, Deputy Executive Director Michael Doucette and Consultant Rebekah Gladson of RG Group Global gave a power point presentation. The Board exchanged Q &A with the presenters. 19. RESOLUTION NO Request for Proposals for a Design -Build Contractor: Using competitive sealed proposal selection process, for the Midfield Satellite Concourse North Project at Los Angeles International Airport Act (CEQA) pursuant to Article II Section 2(f) of the Los Angeles City CEQA Guidelines; further find that this work can be performed more economically or feasibly by an independent contractor than by City employees; further find that this procurement process is in compliance with Los Angeles City Ordinance No , effective March 7, 2012, as an award to the lowest responsive and responsible bidder for design, pre - construction, and construction services for the Midfield Satellite Concourse North Project at Los Angeles International Airport is not practical or advantageous; and authorize the Executive Director to release a Request for Proposals using a Competitive Sealed Proposal Selection Process to procure a Design -Build contractor to perform design, pre - construction, and construction services for the Midfield Satellite Concourse North Project at Los Angeles International Airport, subject to changes by the Executive Director, as necessary. (Roger Johnson, ) Moved by: Commissioner Eshaghian Seconded by: Commissioner Johnson JULY 21, : 30arn

13 20. RESOLUTION NO Request for Los Angeles City Council Approval of Ordinance: To authorize the use of Competitive Sealed Proposals Selection Process and the Construction Manager at Risk alternative project delivery method for select airfield capital improvement projects at Los Angeles International Airport Act (CEQA) pursuant to Article II Section 2(m) of the Los Angeles City CEQA Guidelines; adopt the resolution requesting the Los Angeles City Council consider and approve an ordinance allowing the Board of Airport Commissioners to authorize its Executive Director to use Competitive Sealed Proposals Selection Process and the Construction Manager at Risk alternative project delivery method for select airfield capital improvement projects at Los Angeles International Airport; and further find that use of Competitive Sealed Proposals Selection Process and Construction Manager at Risk alternative project delivery method should be authorized based on operational need, schedule and technical aspects of select airfield capital improvement projects at Los Angeles International Airport, and that awarding to the lowest responsive and responsible bidder is not practicable or advantageous. (Roger Johnson, ) Moved by: Commissioner Eshaghian Seconded by: Commissioner Telles Deputy Executive Director Roger Johnson briefed the Board on the rationale for using the CSPS process and CMAR method on various projects. 21. RESOLUTION NO Runway 6L -24R and Runway 6R -24L Runway Safety Area and Associated Improvements Project at Los Angeles International Airport: And certification of the Final Environmental Impact Report; and adoption of the Statement of Overriding Considerations, California Environmental Quality Act Findings and Mitigation Monitoring and Report Program for said Project Commissioners certify that: a) The Final Environmental Impact Report (EIR) for the Runway 6L -24R and Runway 6R -24L Runway Safety Area and Associated Improvements Project (RSA Project), which includes the Draft EIR, has been prepared in accordance with the requirements of the California Environmental Quality Act (CEQA) and the City of Los Angeles CEQA Guidelines; b) The Board of Airport Commissioners, as the decision making body of the lead agency, considered the Final EIR prior to approving the RSA Project and any comments received; c) The RSA Project's EIR represents the independent judgment and analysis of the lead agency; JULY 21, (1: 30arn

14 14 _. adopt the: a) Statement of Overriding Consideration; b) CEQA Findings; c) Project -specific mitigation measures and applicable LAX Master Plan commitments and mitigation measures contained in the LAX Master Plan Mitigation and Reporting Program; and approve the RSA Project as described in the Final EIR. (Cynthia Guidry, ) AS AMENDED Deputy Executive Director Cynthia Guidry requested the Board Report be amended to delete bullet point # 6 on page 3 (Installing Engineered Material arrestor System (EMAS) for 6R -24L) as the item will be evaluated in a separate EIR. Lisa Trifiletti, Program Manager -Capital Programming and Planning Group, stated there weren't any comments in the NEPA process and only five standard comments in the EIR. Commissioner Johnson made a motion to amend the staff report as requested above by Deputy Executive Director Guidry; seconded by Commissioner Velasco and it was unanimously adopted. The amended board report was moved by Commissioner Johnson, seconded by Commissioner Telles and it was unanimously adopted. 22. RESOLUTION NO Award of a Contract to Griffith /Coffman Joint Venture: For construction work on the West Aircraft Maintenance Area Project at Los Angeles International Airport, for cost of $63,721,924.50; and appropriation of $79,846,184 for said project Act (CEQA) pursuant to Article II Section 2(i) of the Los Angeles City CEQA Guidelines; further find that the bid received from Brossmer & Wall Inc. was non -responsive; further find that Brossmer & Wall Inc. protest against Griffith /Coffman, Flatiron and Granite Construction is without merit and is rejected; waive any and all informalities in the proposal submitted by Griffith /Coffman Joint Venture; approve the award of a construction contract to Griffith /Coffman Joint Venture, the lowest responsive and responsible bidder, for the West Aircraft Maintenance Area Project at Los Angeles International Airport in the amount of $63,721,924.50; appropriate capital funds in the amount of $79,846,184 for this project; and authorize the Executive Director to execute the Contract with Griffith /Coffman Joint Venture upon approval as to form by the City Attorney. (Roger Johnson, ) Moved by: Commissioner Eshaghian Seconded by: Commissioner Hsu

15 RESOLUTION NO Award of Contract to Steve Bubalo Construction Co.: For the electrical, communications, and water utility extension for the 5th Feeder Project at Los Angeles International Airport, in the amount of $15,700,000, and appropriate capital funds in the not to exceed amount of $19,960,352 for this project Act (CEQA) pursuant to Article Ill Class 3(5) of the Los Angeles City CEQA Guidelines; approve the Award of Contract to Steve Bubalo Construction Co., the lowest responsive and responsible bidder for the 5th Feeder Project at Los Angeles International Airport in the amount of $15,700,000; authorize the Executive Director to approve and execute change orders to the contract up to the budgeted owner's contingency of $1,828,200 provided that prior to execution of any change order in excess of $500,000, the Board of Airport Commissioners shall first have reviewed and authorized the execution thereof, and such authorization shall have become final pursuant to Charter Section 245; appropriate capital funds in the amount of $19,960,352 for this project; and authorize the Executive Director to execute the Contract with Steve Bubalo Construction Co. upon approval as to form by the City Attorney. (Roger Johnson, ) Moved by: Commissioner Johnson Seconded by: Commissioner Telles 24. RESOLUTION NO The Board of Airport Commissioners amended their Rules to set the regular Board Meetings on the first and third Thursdays of each month at 9:00 am for closed session and at 10:30 am for open session, commencing on August 21, 2014 and rescinded Resolution No Moved by: Commissioner Hsu Seconded by: Commissioner Johnson APPROVED V. COMMISSION REQUESTS FOR CALENDARING OF FUTURE AGENDA ITEMS AND POSSIBLE ACTION OF PRIOR COMMISSION REQUESTED ITEMS Commissioner Velasco inquired about the status of the Audit & Ethics Committee? Executive Director Lindsey replied that at this time any items will be brought to the full Board. Since there hasn't been an overwhelming amount of Audit & Ethics issues, President stated they'll continue to be presented to the full Board.

16 16 VI. ADJOURNMENT There being no further business, President, with the unanimous consent of the Board, ordered the Meeting adjourned at 12:42pm. ATTEST: PRESIDENT Ot NOTE: A complete tape /video recording of this Meeting, excluding closed session, has been made and is on file as a public record in the office of the Secretary of the Board of Airport Commissioners. The tape is a public record in accordance with the California Public Records Act (Sections of the Government Code).