Clark Sieben, Crimmins, Deal, Ginsberg, Harris, Hoard, Madigan, Mohamed, Monaco, Prosser, Schubring and Vice Chair Gartland

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1 METROPOLITAN AIRPORTS COMMISSION FULL COMMISSION REGULAR MEETING MINUTES Monday,, 1:00 p.m. Room 3048A, Terminal 1-Lindbergh Minneapolis-St. Paul International Airport Call to Order A regular meeting of the Full Commission, having been duly called, was held Monday, May 15, 2017, in Room 3048A, Terminal 1-Lindbergh, Minneapolis-St. Paul International Airport. Vice Chair Gartland called the meeting to order at 1:00 p.m. The following were in attendance: Commissioners: Staff: Others: Clark Sieben, Crimmins, Deal, Ginsberg, Harris, Hoard, Madigan, Mohamed, Monaco, Prosser, Schubring and Vice Chair Gartland B. Ryks, D. Probst, T. Anderson, S. Busch, R. Fuhrmann, E. Valencia, G. Warren, G. Ballweber, M. Bents, C. Bonnema, C. Boyd, P. Burke, T. DeBaker, M. Grimm, C. Leqve, H. Leide, J. Felger, G. Failor, L. Grzechowiak, J. Harris, P. Hogan, A. Howell, E. Johnson, J. Kedrowski, M. Kilian, M. Krogh, J. Laurent, B. Peters, E. Podnieks, K. Racek, N. Ralston, P. Rasmussen, I. Rhawie, B. Rief, A. Saeed, B. Schauer, K. Webb, J. Welbes, E. Wilson, S. Zaczkowski P. Carter, J. Davidman, S. Filmore, Delta Air Lines; C. Van Leuven, Transportation Security Administration; B. Howard, M. Price, HMS Host; P. Lupkowski, M. Mamura, J. Webster, T. Wegenke, Airport Foundation MSP; P. Kirton, Artist; M. Tyree; Steven Baldwin, SBA; J. Lewis, ALPA; J. Fuller, D. O Brien, H. Passer, Sun Country; S. Gelher, M. Kuta, Teamsters Local 970; J. Sugimura, PinKU Japanese; K. Forbes, Caribou MSP; K. Gerdes, Angel Food Bakery; A. Cravens, K. Watson, University Ave. Elementary School; F. Lorenz, Hulke & Gheer I. A. PRESENTATION BOARD FILE NO Jeff Davidman, Director Governmental Affairs, Delta Air Lines, addressed U.S. Open Skies Agreements, noting that they are meant to ensure that U.S. Airlines fair competition remain on a level playing field and he introduced Peter Carter, Executive Vice President Chief Legal Officer, Delta Air Lines, who presented the impact and policy issue of subsidized competition from state-owned airlines in Qatar and the UAE. Captain Jon Lewis, Delta Air Lines, spoke on behalf of the Air Line Pilots Association (ALPA), noting the negative effects to Delta and its employees if additional subsidized routes continue to be added. Steven Fillmore, Flight Attendant Delta Air Lines, representing Delta s Flight Attendant Employee Involvement Group (EIG) expressed concerns including loss of employment and the negative impact to the economy.

2 Page 2 Vice Chair Gartland noted that this is a vitally important issue and one of great concern to the Metropolitan Airports Commission. Mr. Carter responded to Commissioner Madigan with regards to specifics on how the MAC can assist Delta, and he responded to Commissioner Crimmins regarding how violations of Agreements are handled. Commissioner Ginsberg asked Mr. Carter to expand on the impact to rural Minnesota airport service. Mitch Kilian, Director Governmental Affairs, responded to Commissioner Harris inquiry regarding the MAC s lobbying efforts. II. A. RECOGNITION BOARD FILE NO Joe Harris, Airport Manager St. Paul Downtown and Lake Elmo, introduced University Avenue Elementary School Aerospace Curriculum Integration Coordinator, Kate Watson and the school s principal, Dr. Anissa Cravens, noting that the school is a STEM (Science, Technology, Engineering and Math) specialty/magnet school with unique emphases on Aerospace, Children s Engineering, and Science (A.C.E.S.). Ms. Watson and Dr. Cravens presented a video highlighting the children and programs of the school, announced that the school has been named a Magnet School of Excellence by Magnet Schools of America, and shared some of the school s future plans and initiatives. Commissioner Madigan noted that he had an opportunity to tour the school and that he can fully understand why they won the Magnet School of Excellence Award twice. Ms. Watson responded to Commissioner Crimmins inquiry regarding the students opportunity to tour The Learning Jet at the St. Paul Downtown Airport. III. A. MSP EMPLOYEE OF THE YEAR AWARDS BOARD FILE NO Jana Webster, Executive Director Airport Foundation MSP, recognized the recipients of the 2017 MSP Employee of the Year Awards, Mari Askerooth MAC Police Officer, Dereje Demeke ABM Cleaner, and Patrick Sullivan Below Wing Aircraft Lead Agent, Delta Air Lines. IV. AWARDS BOARD FILE NO A. BEST AIRPORT RETAIL PROGRAM OF ANY LARGE AIRPORT IN NORTH AMERICA Eric Johnson, Director Commercial Management and Airline Affairs, announced that Airports Council International-North America (ACI-NA) recently named Minneapolis-St. Paul International Airport (MSP) as having the Best Airport Retail Program of any Large Airport in North America, noting that this award is a great honor for the airport. Liz Grzechowiak, Assistant Director Concessions and Business Development, acknowledged and thanked the entire Concessions and Business Development team for their hard work.

3 Page 3 B. BEST NEW FOOD AND BEVERAGE CONCEPT IN THE QUICK SERVE CATEGORY ANGEL FOOD BAKERY AND DONUT BAR Ms. Grzechowiak introduced and congratulated Katy Gerdes, Owner of Angel Food Bakery. Ms. Gerdes thanked her team and Delaware North for their help and support. C. BEST NEW NEWS AND GIFT CONCEPT EXPLORE AFAR Ms. Grzechowiak introduced and congratulated Jim Norton, Retail Manager Delaware North, and he thanked his entire team. Vice Chair Gartland expressed her thanks to Mr. Johnson and Ms. Grzechowiak for their leadership. V. A. INTRODUCTION BOARD FILE NO Jana Webster, Executive Director Airport Foundation MSP, introduced Airports Foundation MSP Artist, Pam Kirton, whose artwork is on display at the See 18 Film Screening Room, Concourse C. Vice Chair Gartland thanked Ms. Kirton for sharing her talent with MSP and encouraged everyone to go see her artwork. VI. 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 Michael Kuta representing Teamsters Local 970, regarding wage and benefit negotiations. CONSENT The following consent items were approved by roll call vote as indicated: COMMISSIONER DEAL MOVED AND COMMISSIONER CRIMMINS SECONDED APPROVAL OF THE CONSENT AND COMMITTEE AGENDA ITEMS AS LISTED BELOW. THE MOTION PASSED ON THE FOLLOWING ROLL CALL VOTE: AYES: TWELVE CLARK SIEBEN, CRIMMINS, DEAL, GINSBERG, HARRIS, HOARD, MADIGAN, MOHAMED, MONACO, PROSSER, SCHUBRING AND VICE CHAIR GARTLAND NAYS: NONE ABSTAIN: NONE ABSENT: THREE CRAMER, KING AND CHAIR BOIVIN VII. A. REPORTS BOARD FILE NO The Monthly and Year-to-Date Passenger Activity Report was informational only.

4 Page 4 VII. B. AIRPORT LEASE ACTIONS BOARD FILE NO Minneapolis-St. Paul International Airport Agreements and Amendments Approval of a Sixth Amendment to the G2 Secure Staff, LLC Lease Agreement, removing E (308 s.f.) and adding E-1370 (301 sf). Standard rental rates shall apply. All other terms of the Agreement shall remain the same. Approval of a New Terminal Space Lease Agreement with Marsden Bldg Maintenance L.L.C. for rooms F-2315 (571 s.f.), F-1339A (599 s.f.), F-1349 (216 s.f.), LT-3388 (348 s.f.) and HT (124 s.f.). The term of the Agreement will be month-to-month. Standard rental rates shall apply. Approval of a Twenty-Ninth Amendment to the MN Airlines LLC Office Lease Agreement adding HT (368 sf). Standard 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 2015A Amendment with Horizon Air Industries Inc. Horizon Air will provide regional flying on behalf of Alaska Airlines at MSP. Standard rental rates shall apply. Approval of a First Amendment to Batch 302 of the DN-CBR MSP, LLC Food and Beverage and Retail Concessions Lease Agreement to amend the ACDBE requirement from 17% of gross sales to 9.2% of gross sales. The adjustment reflects a change in the ACDBE partnership for one of the five units within Batch 302 between DN-CBR MSP, LLC and Debracadabra. Due to some complications in securing funding for required capital investment, Debracadabra s JV agreement was revised to reshape her role with Open Book and Words bookstores. The Office of Diversity has approved the change as noted in good faith effort to reach their ACDBE goal. All other terms and conditions of the Agreement shall remain the same. Approval of a Second Amendment to the Anton Airfood, Inc. Food and Beverage Supplemental Concessions Lease Agreement at Terminal 2-Humphrey. The Amendment will modify the Authorized Uses of the Agreement for the purpose of converting the Dunn Brothers Coffee location near Gate H5 into Starbucks. All other terms and conditions of the Agreement shall remain the same. Approval of a First Amendment to the SSP America MSP LLC Food and Beverage Lease Agreement to allow alcoholic beverage service from Republic and Lolo into nearby airline hold room areas and MAC common areas on the D and E concourses, respectively. Under the MSP Airline Operating Agreement and Terminal Building Lease, concessionaires may sell alcoholic beverages from the restaurants for consumption in the airline hold rooms on certain conditions and subject to MAC approval. The permitted areas for the consumption of the beverages will include gates D1-D6, gates E8, E10, E11-E16, and nearby MAC common space.

5 Page 5 Permitted alcohol service must be ordered and consummated from the Republic and LoLo bars or the LoLo grab-and-go service counter. Customers must self-transport beverages if they wish to take beverages out of leased premises. SSP employees may not solicit, receive, or deliver beverage orders in hold room areas. Changes to delivery methods may be considered in the future based on the performance of the program. SSP will be required to maintain the cleanliness of the hold rooms due to beverage service, and will monitor activity to ensure beverages are contained within the licensed premises. The initial term for this hold room service shall be six (6) months and continue on a holdover basis thereafter. At any time, either MAC or SSP may terminate the hold room service by providing 15 days advanced written notice. Approval of a modification to Exhibit B of the Delaware North Terminal Space Lease Agreement removing spaces C-2694, C C and C from the Agreement. All other terms and conditions of the Agreement shall remain the same. Liquor Licenses The following liquor license will be amended: On-sale liquor license to SSP America MSP, LLC to expand the licensed premises of Republic and LoLo to include the following hold room areas adjacent to the Republic and LoLo restaurants of Terminal 1-Lindbergh, D1-D6 and E8, E10-E16 respectively, along with nearby MAC common space. All other terms of the license shall remain the same. No fee will be charged for this license amendment. St. Paul Downtown Airport Self-Fueling Permit Self-Fueling Permit for Horton Transportation, Inc. Lot 19A. Agreements Approval of an Agreement with Verizon Wireless LLC authorizing the installation of a cellular antennae inside the administration building at St Paul s Holman Field. The antennae will help to improve the capacity of Verizon s cellular service in the building in preparation for next year s Super Bowl. The term of the Agreement is still being negotiated, but the antennae will be a temporary installation and will be removed after months of use. No utilities will be charged to Verizon as the cost to power the antennae is negligible. Verizon will pay for the installation and maintenance of the antennae throughout the life of the term. Anoka County-Blaine Airport Lease Transfer Consent to transfer Aircraft Storage Lease from Garith Anderson, Lot Row 7B, to David Rybak.

6 Page 6 Flying Cloud Airport Lease Transfer Consent to transfer Aircraft Storage Lease from Merle & Joan Marshall, Lot 56D, to Jaspair LLC. Redevelopment Agreement Seeking consent for Jaspair LLC, Lot 56D, for a redevelopment agreement which allows them to tear down the existing t-hangar, subdivide the lot, reconstruct a new hangar on the northerly lot, and sell the leasehold rights on the central and southerly lots to new tenants who qualify for an aircraft storage lease. Tenant is requesting a new ten-year lease for the northerly lot and five-year non-renewable leases for the central and southerly lots. If the tenant does not find a buyer for the central and southerly lots within the five-year period, the lease automatically terminates and the space reverts back to the MAC. The structure of this transaction is consistent with a 2009 Commission approved redevelopment of Lot 44 at the Flying Cloud Airport. The lots would be named 56D, 56E, and 56F. License Agreement Property Use License Agreement at Flying Cloud Airport between MAC and Green Acres Event Center for a one-year term. This License Agreement allows Green Acres to perform hayrides on turf trails near the Airport. Lake Elmo Airport Lease Transfer Consent to transfer Aircraft Storage Lease from Charles M. Schultz, Lot 21B, to Norman L. Jones & Sandra S. Jones. 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.

7 Page 7 VII. C. APPROVAL OF THE MINUTES BOARD FILE NO APPROVAL OF THE MINUTES OF THE APRIL 17, 2017 FULL COMMISSION MEETING. VII. D. FINANCIAL REPORT BOARD FILE NO APPROVAL OF THE AMOUNT OF $19,275, VII. E. COMMITTEES BOARD FILE NO A. FINANCE AND ADMINISTRATION COMMITTEE II. III. Consent A. Reports 1. Budget Variance Report 1 st Quarter Budget Variance Report Final Year-End Accounts Receivable Summary 4. Investment Portfolio Report 5. Air Carriers Passenger Facility Charges Report 6. Commission Travel Report January-March 2017 B. Allocation of 2016 Net Revenues to Capital Improvement Program C. MAC Continuous Audit Report th Quarter Discussion Action A Audit and Financial Statements B Budget Targets C. Investment Policy Revisions and Adoption D. Information Technology Additional Capital Equipment 2015 Approval E. Human Resources Policy Revisions F. Ratification of Labor Agreement with Law Enforcement Labor Services, Local 302 Police Officers Unit B. PLANNING, DEVELOPMENT AND ENVIRONMENT COMMITTEE II. III. IV. Introductions A. New Division Employee 1. Puneet Vedi, Project Manager Airport Development Reports - Information A. Change Management Policy and Project Status Report Consent A. Final Payments MAC Contracts 1. ivisn 2015 (Phase 5) Infrastructure 2. Lighting Infrastructure Technology and Equipment (Phase 2) Miscellaneous Modifications Terminal 1-Lindbergh Terminal 1-Lindbergh GTC Leaks Mitigation Commission Chambers Telecoil Installation and AV Upgrades B. Bids Received MAC Contracts Airside Bituminous Electrical Construction Conveyance System Upgrades Phase 7 / 2017 G Concourse Storage C. MSP Passenger Service and Cargo Handling Enhancements Environmental Assessment Worksheet (EAW) Authority to Hold Public Hearing

8 Page 8 D. Request for Qualifications Continuing Consultants 1. Airport Planning Services 2. Environmental Services V. Discussion Action A. Request Authority to Sell Properties 1. Sale of the Corner Parcel Property at the Anoka County-Blaine Airport 2. Sale of Parcel D Property in Bloomington B. Capital Improvement Program Amendment St. Paul Downtown Airport Building Modifications C. Crystal Airport 2035 Long Term Comprehensive Plan (LTCP) Final Summary and Recommendation D. Airlake Airport Draft 2035 Long Term Comprehensive Plan (LTCP) Summary and Recommendation VI. Discussion Information A. The Intercontinental Minneapolis-St. Paul Airport Hotel Progress Update B. Airport Noise Basics Video Part 3 C. MSP Reimagined Update C. MANAGEMENT AND OPERATIONS COMMITTEE II. III. Consent A. Leases 1. DHL Express (USA), Inc. Air Freight Facility Lease Recommendation 2. Smarte Carte Lease Extension Option B. Purchasing/Service Contracts 1. Fire Alarm Maintenance and Testing Contract Renewal Discussion Information A. Legislative Update B. Airport Rental Auto Rebid Background Information C. Reliever Airports Operational Trends VIII. OLD BUSINESS BOARD FILE NO There were no old business items. IX. NEW BUSINESS BOARD FILE NO A. TRANSPORTATION SECURITY ADMINISTRATION UPDATE Cliff Van Leuven, MSP Federal Security Director Transportation Security Administration, presented an update on 2017 spring break passenger screening activity at MSP. He noted an increase of over 93,000 passengers compared to the same spring break period in 2016 and credited passenger screening canines and the TSA staff for moving passengers through efficiently and effectively. Vice Chair Gartland shared a personal experience where she and her family departed MSP during the peak spring break time frame and had a flawless experience with the TSA. Mr. Van Leuven responded to questions from Commissioner Prosser with regards to this year s staffing levels and length of training for TSA officers. Commissioner Madigan commended Mr. Van Leuven on a job well done and inquired about restrictions of electronic devices on flights originating from the Middle East and Europe.

9 Page 9 B. COMMISSIONED ART PROCESS FOR TERMINAL 1 ARRIVAL/DEPARTURES AREA Tom Anderson, General Counsel, presented background information on this item, noting the Commission approved an amended MSP Arts and Culture Program Master Plan ( Master Plan ) in April 2016, which created the MSP Percent for Arts and Culture Program, and in July 2016, the Commission approved a 5-year project plan for the MSP Percent for Arts and Culture Program. He noted that the plan projects a significant expenditure for an iconic piece of art in the T1 Arrivals/Departures area and that it is time to initiate the selection and planning process to ensure adequate coordination with the building modifications underway and planned in the T1 Arrivals/Departures area under MAC s Capital Improvement Program. Mr. Anderson responded to Commissioner Clark Sieben and Commissioner Ginsberg s inquiries about the racial, ethnic and diversity background of the selection committee and stressed the importance of incorporating a diverse committee. Jana Webster, Executive Director Airport Foundation MSP, spoke about the language included in the Master Plan with regards to prioritizing regional and diverse communities. Staff responded to questions from Commissioners regarding future opportunities for, and solicitation of additional input from the Community regarding the iconic art process over the next five years. XI. ANNOUNCEMENTS BOARD FILE NO There were no announcements. X. EXECUTIVE (CLOSED) SESSION MAC vs. O Neill, et al. Update BOARD FILE NO COMMISSIONER CRIMMINS MOVED AND COMMISSIONER SCHUBRING SECONDED TO CLOSE THE MEETING FOR THE PURPOSE OF DISCUSSING THE POTENTIAL RESOLUTION OF THE MAC VS. O NEILL LITIGATION. THE MOTION PASSED BY UNANIMOUS VOTE. The meeting was closed at 2:59 p.m. Vice Chair Gartland re-opened the meeting at 3:18 p.m. COMMISSIONER MADIGAN MOVED AND COMMISSIONER MONACO SECONDED APPROVAL OF THE PROPOSED SETTLEMENT IN MAC V. JAMES O'NEILL, ET AL, AUTHORIZE PAYMENT OF $7,250,000 TOWARDS THE SETTLEMENT AND AUTHORIZE THE EXECUTIVE DIRECTOR/CEO TO EXECUTE THE NECESSARY DOCUMENTS. THE MOTION PASSED ON THE FOLLOWING ROLL CALL VOTE: AYES: NINE CLARK SIEBEN, GINSBERG, HARRIS, HOARD, MADIGAN, MONACO, PROSSER, SCHUBRING AND VICE CHAIR GARTLAND NAYS: THREE CRIMMINS, DEAL, MOHAMED ABSTAIN: NONE ABSENT: THREE CRAMER, KING AND CHAIR BOIVIN The meeting was adjourned at 3:19 p.m.

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