MINUTES 1. Upon motion by Mayor Dyer, second by Mr. Sanchez, vote carried to accept the December 20, 2017, minutes as written.

On WEDNESDAY, JANUARY 17, 2018, the GREATER ORLANDO AVIATION AUTHORITY met in regular session in the Carl T. Langford Board Room of the Aviation Authority offices in the main terminal building at the Orlando International Airport (OIA), One Jeff Fuqua Boulevard, Orlando, Florida. Chairman Frank Kruppenbacher called the meeting to order at 2:02 p.m. The meeting was posted in accordance with Florida Statutes and a quorum was present. [Live Streaming from Orlando, FL] Authority members present, Also present, Frank Kruppenbacher, Chairman Dean Asher, Vice Chairman Domingo Sanchez, Treasurer Mayor Buddy Dyer Ed Fouche Phillip N. Brown, Chief Executive Officer and Secretary Dayci S. Burnette-Snyder, Director of Board Services and Assistant Secretary Marcos Marchena, General Counsel Yovannie Rodriguez, Deputy General Counsel For individuals who conduct lobbying activities with Aviation Authority employees or Board members, registration with the Aviation Authority is required each year prior to conducting any lobbying activities. A statement of expenditures incurred in connection with those lobbying instances should also be filed prior to April 1 of each year for the preceding year. As of January 16, 2013, lobbying any Aviation Authority Staff who are members of any committee responsible for ranking Proposals, Letters of Interest, Statements of Qualifications or Bids and thereafter forwarding those recommendations to the Board and/or Board Members is prohibited from the time that a Request for Proposals, Request for Letters of Interests, Request for Qualifications or Request for Bids is released to the time that the Board makes an award. As adopted by the Board on September 19, 2012, lobbyists are now required to sign-in at the Aviation Authority offices prior to any meetings with Staff or Board members. In the event a lobbyist meets with or otherwise communicates with Staff or a Board member at a location other than the Aviation Authority offices, the lobbyist shall file a Notice of Lobbying (Form 4) detailing each instance of lobbying to the Aviation Authority within 7 calendar days of such lobbying. As of January 16, 2013, Lobbyists will also provide a notice to the Aviation Authority when meeting with the Mayor of the City of Orlando or the Mayor of Orange County at their offices. The policy, forms, and instructions are available in the Aviation Authority s offices and the web site. Please contact the Director of Board Services with questions at (407) 825-2032. MINUTES 1. Upon motion by Mayor Dyer, second by Mr. Sanchez, vote carried to accept the December 20, 2017, minutes as written. TWENTY-FIVE YEAR SERVICE AWARD TO MIKE KEARNS 2. Mr. Draper, Senior Director of Airport Operations, along with Mr. Brown and the Board recognized Michael Kearns for his 25 years of service to the Aviation Authority. He officially began working at MCO under the parking contractor in 1984. RECOGNITION OF PAT ENGFER 3. Chairman Kruppenbacher acknowledged Ms. Pat Engfer. Mr. Brown recognized Ms. Engfer for her 40 years of service to the Hyatt organization including as General Manager at the Hyatt Regency at OIA. He cited all of Ms. Engfer s professional accomplishments along with her community involvement. Ms. Engfer thanked the Board and the audience for this recognition and being allowed to be part of the airport family for 25 years. RECOGNITION OF RONALD N. LEWIS 4. Mayor Dyer, on behalf of the City of Orlando, recognized Ron Lewis with a proclamation from the City and proclaimed September 30, 2017, as Ronald N. Lewis Day in the City of Orlando. Mr. Lewis thanked Mayor Dyer for this recognition and said it has been an extinct honor to serve the airport industry. He also thanked his wife for her years of support and encouragement. PAGE 6348

CONSENT AGENDA 5. Upon motion by Mr. Fouche, second by Vice Chairman Asher, vote carried to adopt a resolution as follows: It is hereby resolved by the Greater Orlando Aviation that the following Consent Agenda items are approved, accepted, and adopted and execution of all necessary documents is authorized by the Aviation Authority's Officers or Executive Director: A. accept the following Aviation Authority Committee Minutes -- (1) September 26, 2017, Construction Finance Oversight Committee; (2) November 15, 2017, Design Review Committee; and (3) April 27, May 25, July 27, and October 26, 2017, ORL Advisory Committee; B. accept the recommendation of the Construction Committee and approve an Addendum to the Construction Management at Risk Services Agreement for the South Terminal C, Phase 1 with Hensel Phelps Construction for Project BP No. S00160, South Terminal C, Phase 1 Hensel Phelps General Conditions FY 2018 Part 2 (GMP No. 16-S.1), for a total negotiated GMP amount of $1,942,581, which includes $1,819,997 for General Conditions CM@R Staff, $12,820 for P&P bonds (0.66%), and a maximum fee amount of $109,764 (6.031%), with funding from General Airport Revenue Bonds and the Aviation Authority s Line of Credit to be reimbursed by future Customer Facility Charges and Passenger Facility Charges; and authorize an Aviation Authority Officer or the Chief Executive Officer to execute the necessary documents following satisfactory review by legal counsel [FILED DOCUMENTARY NO. 9916]; C. accept the recommendation of the Construction Committee and approve an Addendum to the Program and Project Management Agreement for South Terminal C, Phase 1 with Cost Management, Inc. dba CMI for Construction Phase OAR Technology Support Services for W-S00111, South Terminal C, Phase 1 Program and Project Management Services, at the Orlando International Airport for a total not-to-exceed fee amount of $924,568, with funding from the General Airport Revenue Bonds and Customer Facility Charges; and, NO. 9917]; D. accept the recommendation of the Construction Committee and approve an Addendum to the Program and Project Management Agreement for South Terminal C, Phase 1 with CMTS Construction Management Services, Inc. for Construction Phase OAR Services for W-S00111, South Terminal C, Phase 1 Program and Project Management Services, at the Orlando International Airport for a total not-to-exceed fee amount of $372,832, with funding from the General Airport Revenue Bonds and Customer Facility Charges; and, NO. 9918]; E. accept the recommendation of the Construction Committee and approve an Amendment to Addendum No. 1 to the Construction Management at Risk Services Agreement for the South Terminal C, Phase 1, with Turner-Kiewit Joint Venture for W-S00123, South Terminal C, Phase 1 TK CM@R Pre-Construction Services at the Orlando International Airport for a no cost change to revise the completion date to March 31, 2018; and NO. 9919]; F. accept the recommendation of the Construction Committee for the single source procurement and installation of four additional office trailers from Modular Building Systems International for WS00129, South Terminal C, Phase 1, Program Staff Support Facilities and Maintenance, at the Orlando International Airport, for the total lump sum amount of $3,297,623, with funding from the Passenger Facility Charges, Capital Expenditure Fund, Customer Facility Charges, and General Airport Revenue Bonds; and NO. 9920]; G. accept the recommendation of the Construction Committee and approve an Amendment to Addendum No. 6 to the Professional Services Agreement with A. Epstein and Sons International, Inc. for additional construction phase A/E services for Project BP No. 00444, Recapitalization of Pods A and B, for a total not-to-exceed fee amount of $320,129, with funding from TSA Grants, General Airport Revenue Bonds, and Passenger Facility Charges to the extent eligible; and authorize an Aviation Authority Officer or the Chief Executive Officer to execute the necessary documents following satisfactory review by legal counsel [FILED DOCUMENTARY NO. 9921]; PAGE 6349

CONSENT AGENDA (cont) H. accept the recommendation of the Construction Committee and (1) deem the bid from Comfort Aircon, Inc. as non-responsive; (2) approve the award of Project BP No. 00480, Parking Garage B Chiller Replacement at the Orlando International Airport, to Air Mechanical & Service Corp. for the total bid amount of $796,149, with funding from previously-approved Capital Expenditure Funds; and (3) authorize an Aviation Authority Officer or the Chief Executive Officer to execute the necessary documents following satisfactory review by legal counsel [FILED DOCUMENTARY NO. 9922]; I. accept the recommendation of the Construction Committee to (1) approve Change Order No. BP-S00100-24 in the amount of $404,561.06 and no time extension, with funding as outlined in Attachment A; (2) approve Change Order No. V-00825-02 in the amount of $70,070.36 and a 66 calendar day extension to Substantial Completion, with funding as outlined in Attachment A; and (3) authorize an Aviation Authority Officer or the Chief Executive Officer to execute the change order(s) following satisfactory review by legal counsel; J. accept the recommendation of the Construction Committee and approve a no cost addendum to the Continuing Bridge Inspection Consulting Services Agreement with Kisinger Campo & Associates, Corp. to exercise the second and final one-year renewal option and extend the Agreement to May 1, 2019; and authorize an Aviation Authority Officer or the Chief Executive Officer to execute the necessary documents following satisfactory review by legal counsel [FILED DOCUMENTARY NO. 9923]; K. approve the recommendation of the Concessions/Procurement Committee to: (1) approve Amendment No. 5 to Purchasing Contract 01-11, Fire Alarm System Testing, Certification and Repair with Commercial Systems Group, Inc., for 36 months; (2) authorize funding from the Operation and Maintenance Fund in the not-to-exceed amount of $864,559.50; and (3) authorize an Aviation Authority Officer or the Chief Executive Officer to execute all necessary documents following satisfactory review by legal counsel [FILED DOCUMENTARY NO. 9924]; L. accept the recommendation of the Concessions/Procurement Committee to: (1) approve Amendment No. 4 to Purchasing Contract 15-14, Fire Sprinkler Maintenance Services with Fire & Life Safety America, as presented; (2) authorize funding from the Operation and Maintenance Fund in the amount not-to-exceed $303,751.70; and (3) authorize an Aviation Authority Officer or the Chief Executive Officer to execute all appropriate documents following satisfactory review by Legal Counsel [FILED DOCUMENTARY NO. 9925]; M. accept the recommendation of the Concessions/Procurement Committee to: (1) approve Amendment No. 4 to Purchasing Contract 06-14, Parking Garage Janitorial Maintenance with Florida Cleaning Systems, Inc., as presented; (2) authorize funding from the Operation and Maintenance Fund in the not-to-exceed amount of $1,182,236.22; and (3) authorize an Aviation Authority Officer or the Chief Executive Officer to execute all appropriate documents following satisfactory review by legal counsel [FILED DOCUMENTARY NO. 9926]; N. approve the recommendation of the Concessions/Procurement Committee to: (1) approve the Purchase of Backfile Conversion and Scanning Services as presented from Image One Corporation; (2) authorize funding from the Operation and Maintenance Fund in the not-to-exceed amount of $317,973.51; and (3) authorize an Aviation Authority Officer or the Chief Executive Officer to execute all necessary documents following satisfactory review by legal counsel [FILED DOCUMENTARY NO. 9927]; O. approve the recommendation of the Concessions/Procurement Committee to: (1) deem the parts required from the suppliers listed in the memorandum to be either Sole Source or Single Source, as required, for the 12 month period ending December 31, 2018; (2) authorize funding in the not-to-exceed amount of $1,430,000 from the Operation and Maintenance Fund; and (3) authorize an Aviation Authority Officer or the Chief Executive Officer to execute all necessary documents following satisfactory review by legal counsel; P. approve the recommendation of the Concessions/Procurement Committee to: (1) find the quotation from March Industries, Inc. as non-responsive as mentioned in the memorandum; (2) award Purchasing Request for Written Quotations 92598-18 to Supply Works as the low, responsive and responsible Respondent; (3) authorize funding in the not-toexceed amount of $264,983.20 from the Operation and Maintenance Fund; and (4) authorize an Aviation Authority Officer or the Chief Executive Officer to execute all necessary documents following satisfactory review by legal counsel [FILED DOCUMENTARY NO. 9928]; Q. approve Operational Policy and Procedure Section 1200.05, Airport Concession Disadvantaged Business Enterprise Policy (ACDBE) [FILED DOCUMENTARY NO. 9929]; and PAGE 6350

CONSENT AGENDA (cont) R. accept the recommendation of the Finance Committee to: (1) deem Cafaro Greenleaf as non-responsible; (2) approve the ranking of the proposers for investment consulting services as follows: First Andco Consulting and Second Dahab Associates, Inc.; (3) authorize staff to negotiate with the first ranked firm, and if not successful, with the next ranked firm until an agreement is reached; and (4) authorize an Aviation Authority Officer or the Chief Executive Officer to execute the agreement following satisfactory review by legal counsel [FILED DOCUMENTARY NO. 9930]. SOUTH TERMINAL COMPLEX PHASE 2 DESIGN 6. Mr. Brown stated that today s presentation would touch on passenger traffic report; airline forecasted growth; South Terminal Complex planning; airport capacity; and a recommendation. He stated that in 2011 the Master Plan established an acceptable level of service for the North Terminal Complex at a capacity 40 million passengers. The current annual passenger volumeis 44 million and we are operating in a stress condition. If the growth continues, as currently projected, South Terminal Phase I will be at capacity on opening day. There are external factors that may decrease or increase the rate of annual passenger growth, however based on what we have learned with the South Terminal Phase I, we need to begin planning for South Terminal Phase II now. The proposed recommendation today is to give the Aviation Authority the latitude to provide capacity to match the growth. Chairman Kruppenbacher stated that it is fiscally and planning prudent to manage the dollars and growth. Mr. Brown mentioned that the Central Florida market is very competitive so it is more important for the airlines to have an affordable cost. As partners with the airlines, we have to help in keeping it affordable. We do not get tax dollars, but wegenerate revenue from our tenants and concessionaires. We need to continue to meet and exceed the expectations of the traveling public in and out of the State of Florida. Chairman Kruppenbacher left the room at 2:23 p.m.; returning at 2:25 p.m. Mr. Thornton talked about passenger traffic report; airline forecasted growth; south terminal complex planning; and airport capacity. MCO averaged121,395 passengers per day for a 12-month rolling basis for an increase of 6.04% or a total of 44,309,144 million annual passengers. He also mentioned the airline mix/gate utilization with 75 domestic gates and 18 international gates. There are 93 total gates in the North Terminal. MCO has full utilization of gates at the North Terminal Complex. Mr. Thornton talked about our common use gates and also flexible use gates in which MCO can issue specific times an airline can use those gates to subsidize the demand for gates. Our busiest time is from 5 9 a.m. in the morning (all 93 gates haves aircrafton the gates ready to depart along with 20+ aircraft waiting on hard stands). The second heaviest period is from 2 p.m. 9 p.m. At night, we have many airlines that park overnightready to depart in the morning. Chairman Kruppenbacher asked if delayed or late flights from other cities coming into MCO effect the schedule. Mr. Thornton affirmed that delays at other airports affected MCO. Mr. Thornton then reviewed the passenger traffic history and forecast. MCO s load factor is 86.6%.The latest forecast indicates MCO will surpass 45 million annual passengers in February and 46 million annual passengers in August. In response to Mayor Dyer s question about the load factor, Mr. Thornton said that 86.6% is a good number; some airlines operating at MCO have a 90% load factor. As to forecasted airline growth there is an upward traffic trend that has accelerated in recent months. The low cost carriers that operate at the airport are growing faster than anticipated. The growth of these carriers will trigger the need for additional aircraft gates and passenger terminal facilities at the airport. To support the projected demand, additional aircraft gates will be required beyond the South Terminal Complex Phase 1. Short and long term gate requirements are projected to be greater than the current leased gates for seven primary air carriers Air Canada, American Airlines, Delta Air Lines, Frontier Airlines, JetBlue Airways, Southwest Airlines, and Spirit Airlines. PAGE 6351

SOUTH TERMINAL COMPLEX PHASE 2 DESIGN (cont) In summarizing the findings: to accommodate future growth by airlines, additional passenger terminal facilities and aircraft gates will be required beyond the South Terminal Complex Phase 1; aircraft off gate positions (hardstands) will also be required to maximize gate availability; future Phase 2 aircraft gate requirements will be driven by the mix of airlines anticipated to operate at the new facilities. Key factors that impact future aircraft gate requirements include airline aircraft fleet mix; aircraft movements and passenger traffic distribution throughout the day; and minimum aircraft turn times. Mr. Thornton then talked about the site map of the North and South Terminal. The South Terminal Complex Terminal C Phase 1 for development of 16 gates is currently under design with a completion date of the first quarter of 2021. He then mentioned the South Terminal Complex C Phase 2 with planning for 13 additional gates. As to airport capacity, the North Terminal Complex operates with 93 gates fully utilized. 2011 Master Plan established the North Terminal Complex capacity at 40 million annual passengers; 2018 passenger traffic has reached 44 million annual passengers resulting in diminished levels of passenger service at peak operational periods. As to the South Terminal Complex, Phase 1, will provide 16 gates with a programmed passenger capacity of 10 million annual passengers. As mentioned previously, it is projected that by September 2018 OIA will reach 46 million annual passengers. The past 5 years annual passenger growth averages 3.6%, which exceeds the master plan and FAA s forecast. Based on that average, annual passenger traffic could exceed the North Terminal Complex plus the South Terminal Complex Phase 1 capacity of 50 million annual passengers when the South Terminal Complex Phase 1 opens plus projected gate demand by 2023 is 122 gates, exceeding the capacity of the 109 gates for the North Terminal Complex and South Terminal Complex Phase 1. It was respectfully requested that the Aviation Authority Board resolve to authorize the Chief Executive Officer to: (1) proceed with the design of a South Terminal-C Phase II (STC-2) as follows: retain the services of SchenkelShultz Architecture and Fentress Architects to complete a conceptual design from which staff and consultants will develop a cost estimate and a plan of finance. These will be presented to the Aviation Authority Board for approval; (2) start with the RFP process now and proceed with procurement of an architect of record and major design disciplines to prepare the design concept and, after the design concept is approved by the Board, perform the detailed design; (3) proceed with procurement of construction manager at risk services for pre-construction and construction services to provide estimating, management and construction services for STC-2; (4) authorize funding in the amount of $3.5 million dollars, as an unbudgeted expense for Fiscal Year 2017-2018, to perform the conceptual design and estimating phase; and (5) request Orlando City Council approval of the unbudgeted expenditure. Upon motion by Mr. Fouche, second by Mr. Sanchez, vote carried to approve the recommendation. In response to Chairman Kruppenbacher s comment, Mayor Dyer stated that he is comfortable with the way this is being moved forward. In response to Mayor Dyer s question concerning the RFP process and the efficiency of using the same teams, Mr. Thornton responded that it is best to handle the procurement in this manner. Mr. Marchena added that in addition to the millions of dollars that would be added to a contract, the addition of 13 gates changes the scope of the original contract and therefore it is his recommendation that an RFP process be used. The Chairman thanked staff for the thorough presentation. CHAIRMAN S REPORT 7. In response to the Chairman s question, Ms. Snyder stated that the next board meeting is scheduled for February 21. He stated that all board members need to attend the next meeting. The agenda will include a formal vote on whether we decide to consider the Screening Partnership Program (SPP). PAGE 6352

ADJOURNMENT 8. There being no further business to be considered, Chairman Kruppenbacher adjourned the meeting 2:50 p.m. (Digitally signed on February 28, 2018) Dayci S. Burnette-Snyder Director of Board Services Phillip N. Brown, A.A.E. Chief Executive Officer PAGE 6353