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LAX

LA/Ontario

Van Nuys

City of Los Angeles

Eric GarcettiMayor

Board of AirportCommissioners

Sean 0. BurtonPresident

Valeria C. VelascoVice President

Gabriel L. EshaghianJackie GoldbergBeatrice C. HsuMatthew M. JohnsonDr. Cynthia A. Telles

Gina Marie LindseyExecutive Director

July 24, 2014

The Honorable City Councilof the City of Los AngelesCity Hall, Room 395Los Angeles, CA 90012

Subject: APPROVAL OF MIDFIELD SATELLITE CONCOURSE (MSC) PROGRAMINCLUDING THE MSC NORTH PROJECT AT THE LOS ANGELESINTERNATIONAL AIRPORT.

Pursuant to the requirements of Ordinance No. 176,345, as amended by 179,148, SectionH.1(d) and as amended by 182,542, Section F.5, the Board of Airport Commissioners herebyrequests that the City Council act on these items within 45 days:

1. CONCUR with the actions of the Board of Airport Commissioners (BOAC), includingResolution No. 25478, in its approval of the MSC Program including the MSC NorthProject at the Los Angeles International Airport.

2. CERTIFY that the:a. Final Environmental Impact Report (EIR) for the MSC, which includes the Draft

EIR, has been prepared in accordance with the requirements CaliforniaEnvironmental Quality Act (CEQA), and the City of Los Angeles CEQAGuidelines;

b. Board of Airport Commissioners (Board), as the decision making body of thelead agency, considered the Final EIR prior to approving the Program andProject and any comments received; and

c. MSC EIR represents the independent judgment and analysis of the lead agency.

3. FIND that:a. The MSC, as defined in the Final EIR, complies with the Los Angeles

International (LAX) Plan, all design guidelines required by the LAX Plan, and allapplicable provisions of the LAX Specific Plan, as fully set forth in the ExecutiveDirector's LAX Plan Compliance Report (EDR), and

b. The MSC has been adequately analyzed in compliance with CEQA, and theapplicable commitments and mitigation measures contained in the LAX MasterPlan Mitigation Monitoring and Reporting Program (MMRP) have beenincorporated into the MSC as fully set forth in the LAX Plan Compliance Report.

4. ADOPT the:a. Executive Director's LAX Plan Compliance Report (EDR);b. Statement of Overriding Considerations;c. CEQA Findings; andd. MSC MMRP, including applicable Commitments, and Measures in the LAX

Master Plan MMRP.

1 World Way Los Angeles California 90045-5803 Mail P.O. Box 92216 Los Angeles California 90009-2216 Telephone 310 646 5252 Internet www.lawa.aero

Los Angeles City CouncilJuly 24, 2014Page 2

5. APPROVE the MSC Program including the MSC North Project as described in theFinal EIR.

6. FURTHER APPROVE LAX Plan Compliance determination as recommended in theEDR including the adoption of findings and imposition of all recommended conditions.

7. TRANSMIT and RECOMMEND the City Council concur with the actions of the Board,AFFIRM the certification of the MSC Final EIR and APPROVE the LAX PlanCompliance determination as recommended in the EDR.

The Board of Airport Commissioners transmits herewith the following materials for yourconsideration:

Resolution No. 25478Provided on CD:

Exhibit A: MSC Executive Director's ReportExhibit B: MSC Final EIRExhibit C: MSC Statement of Overriding ConsiderationsExhibit D: MSC CEQA findingsExhibit E: MSC MMRP(Can also be viewed at http://www.ourlax.org under Projects-Publications)

There is no fiscal impact to the City's General Fund as a result of these actions.

Very truly yours,

Sandra J. Miller — Commission Executive Assistant IIBOARD OF AIRPORT COMMISSIONERS

cc: Trade, Commerce and Tourism CommitteeCouncilmember LaBonge, E-fileCouncilmember Bonin, E-fileCouncilmember Buscaino, E-file

CAO (Airport Analyst), E-fileCLA (Airport Analyst), E-fileCity Clerk's Office, Enc. (one original)

Los AngelesWorld Airports

LAX

LA/Ontario

Van Nuys

City of Los Angeles

Eric GarcettiMayor

Board of AirportCommissioners

Sean 0. BurtonPresident

Valeria C. VelascoVice President

Gabriel L. EshaghianJackie GoldbergBeatrice C. HsuMatthew M. JohnsonDr. Cynthia A. Telles

Gina Marie LindseyExecutive Director

RESOLUTION NO. 25478

BE IT RESOLVED that the Board of Airport Commissioners adopted the staff report attachedherein and made part hereof; certified that: (a) The Final Environmental Impact Report (EIR)for the Midfield Satellite Concourse (MSC), which includes the Draft EIR, has been preparedin accordance with the requirements of the California Environmental Quality Act (CEQA) andthe City of Los Angeles CEQA Guidelines, (b) The Board of Airport Commissioners, as thedecision making body of the lead agency, considered the Final EIR prior to approving theProgram and Project and any comments received, and (c) The MSC EIR represents theindependent judgment and analysis of the lead agency; found that: (a) The MSC, as definedin the Final EIR, complies with the Los Angeles International Airport (LAX) Plan, all designguidelines 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), and (b) TheMSC has been adequately analyzed in compliance with CEQA, and the applicablecommitments and mitigation measures contained in the LAX Master Plan MitigationMonitoring and Reporting Program (MMRP) have been incorporated into the MSC as fully setforth in the LAX Plan Compliance Report; further adopted the: (a) Executive Director's LAXPlan Compliance Report, (b) Statement of Overriding Considerations, (c) CEQA Findings,and (d) MSC MMRP, including applicable Commitments, and Measures in the LAX MasterPlan MMRP; considered the LAX Plan Compliance determination as recommended in theEDR including the adoption of findings and imposition of all recommended conditions; furtherapproved 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,affirm the certification of the MSC Final EIR and approve the LAX Plan Compliancedetermination as recommended in the EDR; and

BE IT FURTHER RESOLVED that pursuant to State CEQA Guidelines Section 15091(e), thelocation and custodian of documents and materials related to the EIR for the project is theLos Angeles World Airports, Capital Programming and Planning Division, One World Way,Suite 218B, Los Angeles, California 90045.

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I hereby certify that this Resolution No. 25478is true and correct, as adopted by the Board ofAirport Commissioners at its Regular Meetingheld on Monday, July 21, 2014.

Sandra J. Miller — SecretaryBOARD OF AIRPORT COMMISSIONERS

1 World Way Los Angeles California 90045-5803 Mail P.O. Box 92216 Los Angeles California 90009-2216 Telephone 310 646 5252 Internet www.lawa.aero

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Los Angeles World Airports110

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REPORT TO THEBOARD OF AIRPORT COMMISSIONERS

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SUBJECT: Approve Midfield Satellite Concourse Program including the MSC NorthProject at Los Angeles International Airport

Consider and Adopt the Executive Director's Los Angeles International Airport Plan ComplianceReport and the Final Environmental Impact Report (FEIR) for the Midfield Satellite ConcourseProgram including the MSC North Project, Adopt the Statement of Overriding Considerations,the California Environmental Quality Act (CEQA) Findings, and the Mitigation and MonitoringReporting Program; Approve the Midfield Satellite Concourse Program including the MSC NorthProject, Transmit and Recommend that the City Council concur with the Actions of the Board ofAirport Commissioners, and Affirm the Adoption and Certification of the Midfield SatelliteConcourse FEIR, and the Recommendation for the Los Angeles International Airport PlanCompliance Approval.

RECOMMENDATIONS:

Management RECOMMENDS that the Board of Airport Commissioners:

1. ADOPT the Staff Report.

2. CERTIFY that:

a) The Final Environmental Impact Report (EIR) for the Midfield Satellite Concourse(MSC), which includes the Draft EIR, has been prepared in accordance with therequirements of the California Environmental Quality Act (CEQA) and the City ofLos Angeles CEQA Guidelines; and

Page 1MSC North EIR Approval

b) The Board of Airport Commissioners (Board), as the decision making body of thelead agency, considered the Final EIR prior to approving the Program andProject and any comments received; and

c) The MSC EIR represents the independent judgment and analysis of the leadagency.

3. FIND that:

a) The MSC, as defined in the Final EIR, complies with the Los AngelesInternational 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 theExecutive Director's LAX Plan Compliance Report (EDR); and

b) The MSC has been adequately analyzed in compliance with CEQA, and theapplicable commitments and mitigation measures contained in the LAX MasterPlan Mitigation Monitoring and Reporting Program (MMRP) have beenincorporated into the MSC as fully set forth in the LAX Plan Compliance Report.

4. 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 LAXMaster Plan MMRP

5. CONSIDER the LAX Plan Compliance determination as recommended in the EDR includingthe adoption of findings and imposition of all recommended conditions.

6. APPROVE the MSC Program including the MSC North Project as described in the FinalEIR.

7. TRANSMIT and RECOMMEND that the City Council concur with the actions of the Board,AFFIRM the certification of the MSC Final EIR and APPROVE the LAX Plan Compliancedetermination as recommended in the EDR.

DISCUSSION:

1. Purpose

Certify and adopt the Final EIR prepared for the MSC Program including the MSC NorthProject, adopt the Executive Director's LAX EDR, and approve the MSC Program includingthe MSC North Project as described in the Final EIR.

2. Prior Related Actions

• December 7 2004 — Resolution No. 22500Page 2

MSC North EIR Approval

The City of Los Angeles City Council approved the LAX Master Plan including thedevelopment of the West Satellite Concourse at LAX, which is now referred to as theMidfield Satellite Concourse or "MSC Program". Pursuant to the 2006 StipulatedSettlement between Los Angeles World Airport (LAWA) and petitioners to the LAXMaster Plan, the MSC Program is not subject to the "yellow light" provisions of the LAXSpecific Plan, as subsequently amended.

• December 26, 2010 — Resolution No. 24495The Board approved a list of qualified aviation planning, architectural and/or engineeringprofessional services firms to support staff in planning, defining and developing capitalimprovements projects at LAX, Ontario International Airport (LA/ONT) and Van NuysAirport (VNY). To expedite the planning process for the MSC North Concourse Facility,LAWA sought proposals from the pre-qualified list of Terminal Planning andEnvironmental Consulting firms to identify the terminal planning needs and provideenvironmental analysis and documentation required for the implementation of the MSCNorth Concourse Facility and overall MSC Program.

• May 7, 2012 — Resolution No. 24782 (DA-4720)The Board awarded a three-year contract to Ricondo and Associates, Inc. for terminalplanning and environmental consulting services for the Midfield Satellite NorthConcourse Facility at LAX for an amount not to exceed $5,960,000.

• June 4, 2013 — Resolution No. 25140 (DA-4720A)The Board approved First Amendment to contract No. DA-4720 with Ricondo andAssociates, Inc., to increase contract authority by $4,240,000 for a total not-to-exceedamount of $10,200,000 through contract expiration date of May 31, 2015.

3. Current Action

The MSC Program consists of a new multi-level concourse located within the westernportion of the airfield west of the existing Tom Bradley International Terminal (TBIT) andassociated passenger processing space in a proposed Central Terminal Processor (CTP).The MSC Program also includes conveyance systems connecting the MSC and CTP as wellas a new taxilane, taxiway, apron, and utilities required to serve the MSC.

The MSC was evaluated in the LAX Master Plan approved by the Los Angeles City Councilin December 2004. Concurrent with the approval of the LAX Master Plan was thecertification of the LAX Master Plan Final EIS/EIR, which addressed the environmentalimpacts associated with the LAX Master Plan improvements, including the MSC. Thecurrent MSC EIR consists of a project-level environmental review of the MSC North Project,and a programmatic-level environmental review of the future phase(s) of the MSC Program.More specifically, the MSC EIR focused on significant environmental effects of the MSCNorth Project that may not have been fully addressed in the LAX Master Plan Final EIS/EIR,as well as any updates to the MSC Program from that assessed in the LAX Master PlanFinal EIS/EIR. The MSC was environmentally approved under the National EnvironmentalPolicy Act (NEPA) as part of the LAX Master Plan Final EIS/EIR; no additional NEPAapproval for the MSC is required.

The overall MSC Program, as documented in the LAX Master Plan, includes the followingfacilities:

Page 3MSC North EIR Approval

• A Midfield Satellite Concourse (MSC);• A Central Terminal Processor (CTP) in the Central Terminal Area (CTA);• A connector/conveyance system between the MSC and the CTP; and• Construction of new taxiways/taxilanes, apron areas, and utilities to service the MSC.

MSC Program

At full build out of the MSC Program, the concourse could accommodate up to 29 aircraftgates for Aircraft Design Group (ADG) Ill to ADG VI aircraft. ADG III aircraft correspond tonarrow body jets (for example, the Boeing 737) and ADG VI aircraft correspond to thelargest jet aircraft, often referred to as New Large Aircraft (NLA) such as the Boeing 747-800and the Airbus A380. The full MSC Program would occupy a footprint with approximatedimensions of 2,400 feet in length (north-south) by 140-160 feet in width (east-west). TheMSC Program facility, including the concourse building and associated apron areas, wouldencompass approximately 60 acres in the western portion of the airfield and six acres in theCTA for the CTP.

MSC North Project

The MSC North Project represents Phase 1 of the overall MSC Program, and includesconstruction of the northern portion of the multi-story MSC facility and associatedimprovements. The MSC North Project is intended to improve the terminal operations,concessions facilities, and overall passenger experience at LAX.The MSC North Project site, including the concourse building and associated apron areas,will encompass approximately 36 acres in the western portion of the airfield. Componentsassociated with the MSC North Project include:

• A concourse of up to 11 gates and associated facilities;• Additional taxiways and taxilanes;• A ramp tower or Federal Aviation Administration (FAA) supplemental airport traffic

control tower to control aircraft movement around the concourse facility and associatedairfield;

• Tunnel facilities to provide a connection between the MSC and the Central TerminalArea (CTA) for passengers, baggage, and utilities;

• Utilities that support the MSC North Project; and• Enabling projects required to implement the MSC North Project include demolition and

relocation of existing structures, removal of eight remain overnight aircraft parkingspaces, demolition and relocation of FAA navigational aids (beacon and antenna array),and removal and/or relocation of existing utility lines.

Later phases will involve the development of the remaining components of the MSCProgram described above and are referred to herein as the future phase(s) of the MSCProgram.

Project Objectives:

The overall objective of the MSC Program including the MSC North Project is to provideLAWA with the flexibility to accommodate existing demand for aircraft gates whilemodernizing other terminals at LAX and reducing reliance on the West Remote Gates/Pads.

Page 4MSC North E/R Approval

The new concourse facility will be designed to serve both domestic and international trafficwith the ability to accommodate all sizes of the current aircraft fleet at LAX.

Other specific goals and objectives for the MSC Program including the MSC North Projectinclude:

• Provide greater flexibility for modernizing existing terminals;• Allow LAWA to close gates for renovation without reducing the number of existing

gates;• Improve terminal operations, concessions facilities, and overall passenger experience

at LAX; and• Facilitate the systematic implementation of the LAX Master Plan.

Due to the size and scale of the MSC Program, LAWA intends to develop the MSC Programin phases.

Environmental Impact Report, Public Review, and Findings

LAWA, as lead agency for the MSC, developed an EIR for the proposed project. The EIRanalyzed the environmental resources identified in the Notice of Preparation (NOP) andInitial Study (IS) as having potentially significant impacts. The NOP and IS were released forpublic and agency review on February 8, 2013; the public comment period was openthrough March 11, 2013. A Scoping Meeting was held on February 21, 2013, where thepublic had an opportunity to provide comments in writing on any area of concern. LAWAdistributed copies of the IS/NOP to other agencies, airlines and other leaseholders at LAX.The IS/NOP was made available on the LAWA website and placed at six local libraries: Cityof Los Angeles Westchester-Loyola Branch and Dr. Mary McLeod Bethune libraries, and thepublic libraries in the Cities of Culver City, El Segundo, Hawthorne and Inglewood.

The IS evaluated all the environmental topics required by CEQA as outlined in Appendix Gof the State CEQA Guidelines. The IS identified those environmental topics that weredetermined to have no impacts or less than significant impacts and would not be carriedforward for further analysis in the Draft EIR. The IS also identified that air quality,greenhouse gases emissions, human health risk assessment, public services, on-airporttransportation (future phase(s) of the MSC Program), and construction surfacetransportation (MSC North Project) could potentially be significantly impacted by the MSCand would be evaluated in the Draft EIR. In addition, a comment was received concerningpotential changes in aircraft taxi noise; thus, aircraft taxi noise was also assessed in theDraft EIR.

On March 6, 2014, the City of Los Angeles published the Draft EIR for the proposed MSC.In accordance with CEQA, the Draft EIR was circulated for public review for 45 days, withthe review period closing on April 21, 2014. A public workshop was held on March 18,2014, during the comment period. The City of Los Angeles published the Final EIR for theMSC in June, 2014. The MSC Final EIR incorporates and responds to comments receivedon the Draft EIR, and includes corrections and additions to the Draft EIR. Project-specificMitigation Measures, LAWA Mitigation Measures, and LAX Master Plan Commitments andMitigation Measures have been included in a Project Mitigation Monitoring and ReportingProgram (MMRP) for the MSC. There were 5 comment letters received on the NOP/IS and8 comment letters received on the Draft EIR that have been addressed in the Final EIR.

Page 5MSC North E1R Approval

Project design features incorporated into the MSC North Project include provision of 400Hertz electric power and pre-conditioned air at all aircraft gates; alternative-fueled buses toconvey passengers to and from the MSC; and compliance with the Los Angeles GreenBuilding Code (LAGBC) Tier 1 standards.

As described in the Statement of Overriding Considerations, CEQA Findings, and detailed inthe Draft EIR, the MSC EIR identified significant adverse environmental impacts that wouldresult from the implementation of the MSC North Project and the future phase(s) of the MSCProgram, which cannot be mitigated to less than significant impacts through theimplementation of feasible mitigation measures or alternatives. The proposed MSC NorthProject is predicted to result in some unavoidable significant impacts with respect tocumulative construction-related surface transportation at two intersections, construction-related air pollutant quality impacts, and operations-related air quality and greenhouse gasimpacts. All other CEQA impacts will have less than significant impacts or can be mitigatedto less than significant impacts including operations-related air quality emissions, cancerrisks and non-cancer chronic hazards, noise, public services, and on-airport transportation.

As described in detail in the Statement of Overriding Considerations, improvementsproposed for the MSC North Project and future phase(s) of the MSC Program will bringsubstantial benefits to the airport, including improved passenger service and amenities, andmore modern facilities including, but not limited to accommodation of ADG VI aircraft,.Construction of the MSC North Project will allow for modernization of existing terminalswithout sacrificing gates needed to maintain daily operations at LAX, and thereby helpingmaintain the Airport's economic contribution in southern California. Overall taxi/idle timesfor aircraft utilizing the MSC would be reduced compared to conditions without the Project,where aircraft would have to use the West Remote Gates/Pads. The reduced taxi/idle timeswould result in a reduction of aircraft fuel consumption, thereby decreasing airline fuel costsand air pollutant emissions at LAX.

As part of the MSC North Project, construction of Taxiway C14 would result in a newcrossfield taxiway designed to ADG VI standards. This would provide air traffic control towerstaff with additional options for routing new large aircraft between the north and southairfield complexes and, as such, the MSC would maintain and improve existing aircraftground access between the north airfield complex and the south airfield complex. The MSCwill also reduce reliance on the West Remote Gates/Pads located in the western portion ofthe airfield, which lack amenities, such as restrooms, concessions, and holdrooms. Theproposed MSC North Project and future phase(s) of the MSC Program would deliver worldclass terminal facilities with concessions, holdrooms, and passenger services.

Based on the substantial evidence in the whole of the administrative record for the MSC, theunavoidable significant adverse environmental impact associated with the construction ofthe proposed Project are acceptable in light of the specific economic, legal, social,technological or other project benefits (including consistency with land use plans) andoutweigh the temporary construction impacts.

Executive Director's LAX Plan Compliance Report

In accordance with the LAX Specific Plan Section 7.C, an EDR has been prepared and isattached. This report addresses the proposed MSC and includes a detailed projectdescription, the requisite findings of fact, the requisite reports received, and a finalrecommendation of approval with appropriate conditions.

Page 6MSC North EIR Approval

The LAX Plan Compliance Report designates the MSC North Project area with an "Airport-Airside" land use designation. The zoning for the future phase(s) of the MSC Program siteis within both the LAX-A Zone (Airport Airside Sub-Area) for the concourse and apronextension, and the LAX-L Zone (Airport Landside Sub-Area) for the CTP. The proposedMSC is consistent with these designations and is compatible with the surroundingdevelopment.

Action Requested

Staff requests the Board certify the EIR prepared for the MSC Program including the MSCNorth Project, adopt the Statement of Overriding Considerations, CEQA Findings andMMRP and approve the MSC Program including the MSC North Project as described in theFinal EIR.

Fiscal Impact

As an administrative action, no appropriation of funds is required and there will be no impacton the Operating or Capital Budget.

4. Alternatives Considered

• Take No Action

Deferring this action will result in delays in the development of the MSC Program,phased implementation of the approved LAX Master Plan, and consequentmodernization of LAX. Staff will continue to utilize the West Remote Gates/Pads whichleads to a lower passenger level of service. In addition, if no action is taken, LAX willcontinue to experience delays from temporary relocation of air carrier operations duringroutine construction or modernization efforts.

APPROPRIATIONS:

As this is an administrative action, no appropriation of funds is required at this time.

STANDARD PROVISIONS:

1. An Environmental Impact Report (EIR) was prepared for this project in compliance with theCalifornia Environmental Quality Act (CEQA) and the City of Los Angeles CEQA Guidelines.Pursuant to State CEQA Guidelines Section 15091(e), the location and custodian ofdocuments and materials related to the EIR for this project is the Los Angeles WorldAirports, Capital Programming and Planning Division, One World Way, Suite 218B, LosAngeles, California 90045.

2. This item is subject to approval as to form by the City Attorney.

3. Actions taken on this item by the Board of Airport Commissioners will become final pursuantto the provisions of Los Angeles City Charter Section 245.

4. This action is not subject to the provisions of the Service Contractor Worker Retention andLiving Wage Ordinances.

Page 7MSC North EIR Approval

5. This action is not subject to the provisions of the SBE Program.

6. This action is not subject to the provisions of the Affirmative Action Program.

7. This action does not require a Business Tax Registration Certificate.

8. This action is not subject to the provisions of the Child Support Obligations Ordinance.

9. This action is not subject to the insurance requirements of the Los Angeles World Airports.

10. This action is not subject to the provisions of City Charter Section 1022 (Use of IndependentContractors).

11. This action is not subject to the provisions of the Contractor Responsibility Program.

12. This action is not subject to the provisions of the Equal Benefits Ordinance.

13. This action is not subject to the provisions of the First Source Hiring Program.

14. This action is not subject to the provisions of Bidder Contributions CEC Form 55.

Reference documents for the LAX MSC Project are available online at http://www.ourlax.orq/under project, "Publications".

Page 8MSC North ER Approval