Clark Sieben, Cramer, Crimmins, Deal, Gartland, Ginsberg, Harris, Hoard, King, Mohamed, Monaco, Schubring and Chair Boivin

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1 METROPOLITAN AIRPORTS COMMISSION FULL COMMISSION RESCHEDULED REGULAR MEETING MINUTES Tuesday,, 1:00 p.m. Room 3048A, Terminal 1-Lindbergh Minneapolis-St. Paul International Airport Call to Order A rescheduled regular meeting of the, having been duly called, was held Tuesday,, in Room 3048A, Terminal 1-Lindbergh, Minneapolis-St. Paul International Airport. Chair Boivin called the meeting to order at 1:01 p.m. The following were in attendance: Commissioners: Staff: Others: Clark Sieben, Cramer, Crimmins, Deal, Gartland, Ginsberg, Harris, Hoard, King, Mohamed, Monaco, Schubring and Chair Boivin B. Ryks, D. Probst, T. Anderson, R. Fuhrmann, E. Valencia, S. Busch, P. Hogan, J. Laurent, B. Peters, E. Johnson, L. Grzechowiak, M. Kilian, C. Boyd, E. Wilson, M. Scovronski, J. Karels, J. Kosta, B. Johnson, S. Kuehn, D. Foster, G. Failor, N. Ralston, A. Howell, M. Krogh, I. Rhawie, K. Webb, M. Bents, G. Schmidt, C. Leqve, S. Vander Voort, A. Saeed, J. Nawrocki, M. Willis, R. Biddle, H. Leide, B. Rief, M. Everson, B. Schauer, J. Kedrowski, M. Grimm, J. Welbes, D. Johnson, A. Bellant, E. Podnieks, P. Rivet, D. MacDonald, J. Felger, S. Weber, G. Ballweber L. Peilen, B. Peilen; J. Davidman, Delta Air Lines; B. Howard, HMS Host, L. Benninghoff; D. McConnell, Mpls. BCTC; L. Olson, City of Minneapolis; W. Luneburg, Unite Here; M. Mamura, Airport Foundation MSP; D. McMahon, Transportation Security Administration; H. Passer, Sun Country; S. Baldwin, Steven Baldwin Associates; R. Moe, Small Business Community; F. Estes, Estes Enterprises; J. Barry, Honeywell; J. Sugimura, PinKU Japanese; M. Perez, JMLM Restaurants; S. Janecek, K. Forbes, Caribou MSP; F. Lorenz, Hulke & Gheer; B. Le, C. Lor, Aero Service Group I. RESOLUTIONS BOARD FILE NO B. Resolution of Appreciation Commissioner Hamilton Chair Boivin read into the record the Resolution of Appreciation regarding Commissioner James Hamilton. Commissioner Harris highlighted Commissioner Hamilton s passion for the people who work at the Minneapolis-St. Paul International Airport and his leadership on many issues. A. Resolution of Appreciation Commissioner Peilen Chair Boivin read into the record the Resolution of Appreciation regarding Commissioner Lisa Peilen.

2 Page 2 II. A. PRESENTATION BOARD FILE NO Chair Boivin presented former Commissioner Lisa Peilen with a Resolution and an Eagle in appreciation for her service to the Metropolitan Airports Commission. III. A. OATH OF OFFICE BOARD FILE NO Chair Boivin administered the Oath of Office to Commissioner Katie Clark Sieben. V. 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 MAC sustainability. IV. A. ELECTION OF OFFICER BOARD FILE NO CHAIR BOIVIN MOVED AND COMMISSIONER KING SECONDED TO ELECT COMMISSIONER GARTLAND AS VICE-CHAIR OF THE COMMISSION. THE MOTION CARRIED BY UNANIMOUS VOTE. The following consent items were approved by roll call vote as indicated: COMMISSIONER MONACO MOVED AND COMMISSIONER GARTLAND SECONDED APPROVAL OF THE CONSENT AND COMMITTEE AGENDA ITEMS AS LISTED BELOW. THE MOTION PASSED ON THE FOLLOWING ROLL CALL VOTE: AYES: THIRTEEN CLARK SIEBEN, CRAMER, CRIMMINS, DEAL, GARTLAND, GINSBERG, HARRIS, HOARD, KING, MOHAMED, MONACO, SCHUBRING AND CHAIR BOIVIN NAYS: NONE ABSTAIN: NONE ABSENT: TWO MADIGAN, PROSSER VI. A. REPORTS BOARD FILE NO The Monthly and Year-to-Date Passenger Activity Report was informational only. Chair Boivin noted the growth in International Operations of almost 11.5% over last year. VI. B. AIRPORT LEASE ACTIONS BOARD FILE NO Minneapolis-St. Paul International Airport Agreements and Amendments Approval of Second Amendment to the Wireless Management Concession Agreement with Advanced Wireless Group, LLC to extend the expiration date of the First Amendment of said agreement from April 1, 2017 to September 30, All other terms of the First Amendment shall remain the same. MAC s Q4 ASQ score of 3.99 for Wi-Fi reflects the popularity and success of the First Amendment trial period, and the most improved category for 2016 versus The First Amendment reduced MAC s percent rent on wholesale roaming

3 Page 3 revenue from 50% to 0%. MAC s percent rent on other forms of gross revenue remains at 50%, though streamlining the user experience results in discontinuing most or all of the products that generate such gross revenue during the test period. Therefore, during the test period, staff expects that the Wi-Fi service will yield little to no percent rent to MAC. In addition, MAC will be responsible for capital or operating costs that expand or upgrade the service while AWG will remain responsible for operation and maintenance of the existing coverage area at existing service level requirements at no direct cost to MAC. Staff will return to the Commission for authorization of any long-term solutions. Brian Ryks, Executive Director/CEO, responded to Commissioner King s question regarding MSP providing free Wi-Fi service to customers including the Federal Inspection Service area, noting it is a top priority. Approval of an Assignment of the Ground Lease Agreement from Shingobee Real Estate Company, LLC to Loretto Bay 24, LLC. All other terms and conditions of the Agreement shall remain the same. Approval of Non-exclusive Access Agreement for Comcast to install communications equipment at th Avenue South, Minneapolis. This installation is provided as a service to MAC and our tenants and does not carry a rental fee. The term of the agreement is ten years, plus two automatic and successive 5-year periods. Approval of a Limited Commercial Services License Agreement with Textron Aviation, Inc. Textron Aviation, Inc. will perform aircraft maintenance services for Cessna-Citation aircraft only at the Airport. The term of the license agreement shall be month-to-month. Standard rates shall apply. Approval of Fifth Amendment to the Terminal 1 and Terminal 2 Office Space Agreement (GS-05B-19316) with General Services Administration (GSA) for the Transportation Security Administration (TSA), amending agreement for TSA 2017 rental rates. All other terms of the Agreement shall remain the same. Approval of Terminal Space Lease Agreement with Airline Tech Reps, LLC d/b/a STS Line Maintenance for room E-1380 (612 s.f.). STS provide aircraft line maintenance services with this room to serve as office and storage space in support of their operation at MSP. The term of the Agreement will be month-to-month. Standard Terminal 1 rental rates shall apply. Approval of a Limited Commercial Services License Agreement with TAS-Holdings LLC. TAS-Holdings will be performing aircraft line maintenance for airlines at MSP. The term of the license agreement shall be month-to-month. Standard rates shall apply. Approval of an Assignment of Counter Space Lease Agreement from Rochester Direct Corp. to VELV, LLC. Counter Space Lease Agreement is leased from MAC on a month-to-month basis at standard terminal rates. All terms and conditions of the agreement shall remain the same. Approval of a Limited Commercial Services License Agreement with Roadie Inc. Roadie will be performing bag delivery services for airlines at MSP. The term of the license agreement shall be month-to-month. Standard rates shall apply. Approval of Sixth Amendment to the Southwest Airline s Humphrey Terminal Lease Agreement, adding rooms HT (173 s.f.) and HT (205 s.f.) and relinquishing

4 Page 4 HT-1316 (144 s.f.). Standard Terminal 2 rental rates shall apply. All other terms of the Agreement shall remain the same. Approval of an Airline Operating Agreement and Terminal Building Lease, 2007A Amendment, and 2015 Amendment with Sky Regional Airlines Inc. Sky Regional will provide regional flying on behalf of Air Canada at MSP. Standard Terminal 1 rental rates shall apply. Approval of Seventh Amendment to the Prime Flight Aviation Services, Inc. Office Lease to relinquish E (308 s.f.). Standard Terminal rental rates shall apply. All other terms of the Agreement shall remain the same. Approval of Fifth Amendment to the G2 Secure Staff, LLC Lease Agreement, adding E (308 s.f.). Standard Terminal rental rates shall apply. All other terms of the Agreement shall remain the same. Approval of a Terminal Space Lease Agreement with DAL Global Services LLC for room E (113 s.f.). The term of the Agreement will be month-to-month. Standard Terminal 1 rental rates shall apply. Approval of a Limited Commercial Services License Agreement with ReadyJet, Inc. ReadyJet, Inc. will provide internal leather cleaning and repair services for Delta Airlines. Term of the agreement shall be month-to-month. Standard rates shall apply. Approval of Fifteenth Amendment to Batch 16 of the Delaware North Travel Hospitality Services, Inc. to remove Rocky Mountain Chocolate Factory, LT-2352 from the leased space at T1-Lindbergh. The removal of these units will amend the Leased Premise and Rent and Fees terms of the Agreement. All other terms and conditions of the Agreement shall remain the same. Approval of an Agreement with Kahn, LLC to operate one (1) cart at Terminal 2- Humphrey. This is a six (6) month Agreement for the operation of a cart to sell travel pillows and accessories. This Agreement shall be cancellable by either party upon 30 days notice. Standard rates shall apply. Approval of an Agreement with Hudson Group HG Retail, LLC to utilize one (1) cart at Terminal 2- Humphrey for promotional purposes. This is a month-to-month Agreement for the utilization of a cart to promote the existing Dufry Duty Free concession unit at Terminal 2- Humphrey. This Agreement shall be cancellable by either party upon 30 days notice. Monthly rent fee shall be waived as this unit will not be staffed or operated for sales but all other terms of standard agreement shall apply. Approval of an Agreement between MAC and 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 30 days notice. Standard rates shall apply. Approval of First Amendment to the Batch 103 Midfield Concession Enterprises, Inc. Food and Beverage Concessions Lease Agreement changing the name of Lake Wine and Cheese to Lake Wine Kitchen + Bar. The Amendment modifies Exhibit J, Reference Data, Exhibit I, and the unit LOD. All other terms and conditions of the Agreement shall remain the same.

5 Page 5 Approval of Ninth Amendment to the Host International, Inc. Batch 6 Supplemental Concessions Lease Agreement removing Caribou Coffee, Wok and Roll and Burger King at Terminal 1-Lindbergh from the Agreement. The removal of the units will amend the Leased Premises and Rent and Fees terms of the Agreement. All other terms and conditions of the Agreement shall remain the same. Airlake Airport Lease Transfer Consent to transfer Aircraft Storage Lease from RCF Investments, LLC, Lot 28B, to David Adelmann. Consent to transfer Aircraft Storage Lease from David Adelmann, Lot 42C, to RCF Investments, LLC. Anoka County-Blaine Airport New Aircraft Storage Lease New Aircraft Storage Lease, Lot 56A & Lot 56C, to James P. Harker, LLC, effective retroactively to January 1, New Aircraft Storage Lease, Lot 56B, to William L. Bruggeman, Jr., Revocable Trust dated October 9, 2006, effective retroactively to January 1, Lease Transfer Consent to transfer Aircraft Storage Lease from Thomas J. Koll, Lot 48D, to C & K Holdings, LLC. Consent to transfer Aircraft Storage Lease from G.P. Land Corp., Lot 49A, to Donald & Valerie & Daniel Sjoblom. Consent to transfer Aircraft Storage Lease from Ten Air Aircraft Corporation, Lot 64D, to William L. Bruggeman, Jr., Revocable Trust dated October 9, 2006, effective retroactively to January 1, Consent to transfer Aircraft Storage Lease from Beverly Aplikowski Revocable Trust, Lot 96F, to Aplikowski Aviation, LLC. Consent to transfer Aircraft Storage Lease from HSHT, Lot 98A, to Greg Hodge. Consent to Leasehold Mortgage and Subordination Agreement Consent to Leasehold Mortgage from Chris Webb, Lot 26G, to Village Bank and a Subordination Agreement between Chris Webb, Village Bank, and MAC, conditioning upon review of documents by MAC legal counsel for refinancing on Lot 26G.

6 Page 6 Consent to Leasehold Mortgage, Memorandum of Lease, and Subordination Agreement Consent to a Leasehold Mortgage and Memorandum of Lease from C & K Holdings, LLC, Lot 48D, to Village Bank and a Subordination Agreement between C & K Holdings, LLC, Village Bank, and MAC, conditioning upon review of documents by MAC legal counsel for the purchase of Lot 48D. For financing purposes, a 10-year lease term is requested. Crystal Airport Lease Transfer Consent to transfer Aircraft Storage Lease from Catalyst Financial Group, Inc., Lot 70B, to Todd Mixell. Flying Cloud Airport Lease Transfer Consent to transfer Aircraft Storage Lease from Douglas Dehaan, Lot 54B, to Fun Flyers, LLC. Consent to transfer Aircraft Storage Lease from Robert Randolph Truex as Trustee of the Robert Randolph Truex Revocable Trust Amendment, Lot 70, to Dorson Aviation LLC. Consent to transfer Aircraft Storage Lease from Flying Cloud Aero, Lot 103A, to Fun Flyers, LLC. Lake Elmo Airport Lease Transfer Consent to transfer Aircraft Storage Lease from Paul Hamblin, Lot 8C-1, to Gatis Valters and Margaret R. Valters. Consent to transfer Aircraft Storage Lease from Valters Group Partnership, LLC, Lot 33, to Stoudt Hangar, LLC. St. Paul Downtown Airport Limited Commercial Lease Consent to a Limited Commercial Lease for Olympus Aviation St. Paul LLC, Lots 24A, 24B & 24C. The authorized uses under the lease would be aircraft charter, aircraft management, and the storage of aircraft. The initial request processed by the Commission for this property was from Olympus Aviation, LLC. Following Commission approval, the entity decided to place the lease in the name of Olympus Aviation St. Paul LLC. A twenty-year lease term is required for financing.

7 Page 7 Consent to Leasehold Mortgage, Memorandum of Lease, and Subordination Agreement Consent to a Leasehold Mortgage and Memorandum of Lease from Olympus Aviation St. Paul LLC, Lots 24A, 24B & 24C, to RMSJS, LLC and a Subordination Agreement between Olympus Aviation St. Paul LLC, RMSJS, LLC, and MAC, conditioning upon review of documents by MAC legal counsel for the development of Lots 24A, 24B & 24C. For financing purposes, a 20-year lease term is requested. Commercial Sublease Consent to a commercial sublease between Olympus Aviation St. Paul LLC, and MidWest Aero Club LLC, dba Best Jets International, for Lots 24A, 24B, & 24C. The authorized activities for Best Jets International would be aircraft charter, aircraft management and the storage of aircraft. Self-Fueling Permit Self-Fueling Permit and installation of a fuel storage tank for Olympus Aviation St. Paul LLC, Lot 24A, 24B, & 24C. Non-Retail Fueling Permit Non-Retail Fueling Permit and installation of a fuel storage tank for Olympus Aviation St. Paul LLC, Lot 24A, 24B & 24C. 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. VI. C. APPROVAL OF THE MINUTES BOARD FILE NO APPROVAL OF THE MINUTES OF THE JANUARY 17, 2017 FULL COMMISSION MEETING. VI. D. FINANCIAL REPORT BOARD FILE NO APPROVAL OF THE AMOUNT OF $21,200, Commissioner Monaco requested a briefing at one of the upcoming Committee meetings regarding utility expenditures, stating that he is interested in trends and potential opportunities to reduce utility costs. Commissioner Harris also requested a report on how the energy payments are made.

8 Page 8 VI. E. COMMITTEES BOARD FILE NO A. FINANCE AND ADMINISTRATION COMMITTEE II. III. IV. Consent A. Reports 1. Accounts Receivable Summary 2. Air Carriers Passenger Facility Charges Report 3. Commission Travel Report October-December Investment Portfolio Report B. MAC Continuous Audit Report rd Quarter Discussion Action A. Ratification of Labor Agreements with Law Enforcement Labor Services, Local #358 (Emergency Communication Specialists) and the Internal Union of Operating Engineers, Local 49 B. Health Engagement Program Update and Incentive Awards Approval C. Human Resources Policy Revisions D. Purchasing Policy #2201 Revision Dollar Limit Increase Discussion Information A. Banking/Concessions Update B. PLANNING, DEVELOPMENT AND ENVIRONMENT COMMITTEE II. III. IV. Introductions A. HNTB Reports - Information A. Change Management Policy and Project Status Report Consent A. Final Payments MAC Contracts Pavement Joint Sealing Concourse G Roof Replacement/Clerestory Glazing Replacement Folded Plate Repair 4. St. Paul Downtown Airport 2016 Pavement Rehabilitation Runway 14/32 and 2016 Joint and Crack Repair 5. St. Paul Downtown Airport 2016 Airfield Signage/Windcone Upgrades 6. Lake Elmo Airport 2016 Parallel Taxiways Reconstruction 7. Airlake Airport 2016 Pavement Rehabilitation Taxiway A Mill and Overlay B. Bids Received MAC Contracts Air-Handling Unit Replacement Phase Terminal 1-Lindbergh Passenger Boarding Bridge Replacement Noise Mitigation Program C. Purchase Order Approvals 1. Automated Security Lanes (ASLs) for Terminal 1-Lindbergh South Security Checkpoint Public Address System (MACpas) Phase 1 Field Maintenance North Facility

9 Page 9 V. Discussion Action A. Crystal Airport 2035 Long Term Comprehensive Plan (LTCP) Request to Revise the Preferred Alternative VI. Discussion Information A. Construction Contracts Annual Review B. Construction Season 2016 Review and 2017 Preview C. Announcements C. MANAGEMENT AND OPERATIONS COMMITTEE II. Public Hearing A. Hotel Facility Charge Ordinance Public Hearing III. Consent A. Purchasing/Service Contracts 1. Bradford Airport Logistics Contract Extension Request 2. Terminal 1-Lindbergh Baggage Carousel Maintenance Contract B. Leases 1. ExpresSpa Request for Lease Term Extension C. Professional Services Authorization 1. Cyber Security Assessment Request for Waiver of Continuing Consultant Policy IV. Discussion Action A. Terminal 2-Humphrey Passenger Boarding Bridge Maintenance/Support and Baggage Handling System Request to Issue Request For Proposal B Information Technology Service and License Agreements Approval and Co-Term C. Airports Council International North America (ACI-NA) 2017 Regular Membership Dues V. Discussion Information A. Annual Fire Department Briefing B. Presidential Executive Order Update VII. DISCUSSION BOARD FILE NO There were no discussion items. VIII. OLD BUSINESS BOARD FILE NO A. MAC Construction Contracting & Contractor Workforce Goals Dennis Probst, Chief Operating Officer, noted the purpose of and reviewed the agenda of the presentation. Cameron Boyd, Senior Attorney, compared the legal authority between the MAC and the Minnesota Sports Facilities Authority with regard to construction contracting and what specific statutes say about goal setting for construction contracting goals and workforce goals. Anita Bellant, Diversity Manager, provided a broad overview of the Disadvantaged Business Enterprise (DBE) Program and the Targeted Group Business (TGB) Program, and talked specifically about successes that the State of Minnesota and MAC have had with these programs.

10 Page 10 Debra Johnson, Contract Compliance Specialist, provided clarification with regards to the establishment of goals of MAC s Federal and Non-Federal Programs. Chair Boivin inquired how Base Figures for DBE s are determined. Richard Biddle, Contracts & Grants Manager, provided data regarding MAC Construction Contracting Federal and Non-Federal Workforce Goals and responded to Chair Boivin s question regarding the differences between Federal and Non-Federal goals, noting that they are established by the Department of Labor. Mr. Probst noted that there will be more contractor workforce available since the completion of the U.S. Bank Stadium and answered Commissioner Clark Sieben s question regarding goal enforcement. Commissioner Crimmins commended the MAC staff for their diligence in making sure that workforce goals are met and hopefully exceeded. Chair Boivin reiterated the importance of workforce goals and posed the question, What can policymakers do to help staff and/or contractors reach their intended goals. Staff responded to questions from Commissioners regarding obtaining insight from agencies who have met their goals, and addressed contractor badging at MSP. They also discussed the bidding process. Mr. Boyd commented on design build being different than construction manager-at-risk and the structure of contracting. Commissioner Cramer noted that the one comparable factor between the U.S. Bank Stadium project and MSP s projects is the ownership commitment. IX. NEW BUSINESS BOARD FILE NO There were no new business items. X. ANNOUNCEMENTS BOARD FILE NO Mitchell Kilian, Director Governmental Affairs, provided a brief summary of the Real ID and Preemption bills. Brian Ryks, Executive Director/CEO, and Tom Anderson, General Counsel, provided an update regarding the President s Executive Order. Commissioner King commented on additional information regarding the Oracle EnterpriseOne maintenance request discussed during the February 6 th Management and Operations Committee meeting.

11 Page 11 Brian Ryks introduced Steven Baldwin, Airport Management Consultant with Steven Baldwin Associates. Mr. Baldwin provided background information on his company and noted that he has recently met with MAC s top management staff and will provide a preliminary report on the MAC organizational structure, strategic plan, and sustainability plan shortly. Chair Boivin invited Commissioners to attend the Vino Volo Grand Opening event currently taking place on the C Concourse. The meeting was adjourned at 3:06 p.m.