2. CONCUR in the Board's action authorizing the Executive Director to execute the Third Amendment with Fentress Architects.

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1 May 23, 2012 f.... AK The Honorable City Council of the City of Los Angeles City Hall, Room 395 Los Angeles, CA Antonio f\. Villa! ij igo::;a May01 ~oa~ -d :rp~ A6~1~nri Counm&ss.k~010r Subject: APPROVAL OF THE THIRD AMENDMENT TO CONTRACT NO. DA-4274 WITH FENTRESS ARCHITECTS FOR ADDITIONAL FUNDING IN AN AMOUNT NOT TO EXCEED $23,000,000 TO CONTINUE ARCHITECTURAL, ENGINEERING, PLANNING AND DESIGN SERVICES FOR LOS ANGELES WORLD AIRPORTS Miuhc-n:d A. L-w1:;on Prt.e:';iden~ v,-,k;'rjcj C. VeJa::;co Vice Pre~~it.h~' d. Josepl1 A. A~ cda:s Hoben D, Beyer 8oydllight!\nn M. HolJk;t~::r Fcrn~1ndu M. TrJrre-;-Gil In accordance with Section 373 of the City Charter, the Board of Airport Commissioners transmit for your approval the Third Amendment to Contract No. DA to add $23,000,000 for a total contract amount not to exceed $147,135,000 with Fentress Architects to continue to provide Architectural, Engineering, Planning and Design services for Los Angeles World Airports. i RECOMMENDATION FOR CITY COUNCIL Gina M~Hi~~ Lind~i.f.'i f).:e-r;u Uve D1~ egzrx 1. APPROVE the Third Amendment to Contract No. DA-4274 with Fentress Architects. 2. CONCUR in the Board's action authorizing the Executive Director to execute the Third Amendment with Fentress Architects. 3. FIND that the recommended action is exempt from the requirements of the California Environmental Quality Act as provided by Article II Section 2(i) of the Los Angeles City CEQA Guidelines. The Board of Airport Commissioners, at their meeting held on May 21, 2012, by Resolution No approved the Third Amendment to Contract No. DA-4274 with Fentress Architects. There is no fiscal impact to the City's General Fund as a result of this action.

2 May 23, 2012 Page 2 CONCLUSION Please return the attached Third Amendment to the Department of Airports' Board Office after City Council approval and Certification of that approval. Very truly yours, San. Miller, Secretary BOARD OF AIRPORT COMM ISSIONERS cc: Trade, Commerce and Tourism Committee Councilmember LaBonge, E-file Councilmember Rosendahl, E-file Councilmember Buscaino, E-file. CAO (Airport Analyst), E-file CLA (Airport Analyst), E-file City Clerk's Office, Enc. (one original and one copy)

3 OS s BOARD FILE NO. DA-4274C RESOLUTION NO WHEREAS, on recommendation of Management, there was presented for approval, Third Amendment to Contract No. DA-4274 with Fentress Architects to add funding of $23,000,000 for a total contract amount not to exceed $147,135,000 for architectural, engineering, planning, and design services for los Angeles World Airports; and LAX LA/ Ontario Van Nuys City of los Angeles Antomo R. Villaraigosa Mayor Board of Airport Commissioners Michael A. Lawson President Valeria C. Velasco Vice President Joseph A. Aredas Robert D. Beyer Boyd Hight Ann M. Hollister Fernando M. Torres-Gil Gina Marie Lindsey Executive Director WHEREAS, the Third Amendment to Contract No. DA-4274 will provide the following: Expanded Design and Construction Administration (CA) Services for Bradley West The Third Amendment is necessary to provide for additional design services and extended on-site construction administration for components of the Bradley West Gates and Core Improvements Projects to include: Bradley West Renovation The scope of the Renovation has grown substantially in response to an early decision to relocate screening from its current location, on the ticketing level, to the mezzanine. This relocation requires extensive modifications and redesign to complete the construction documents, and prepare project phasing documents to allow completion of enabling projects for the new core and concourse. Supplemental design services are needed to ensure compliance with Customs and Border Protection requirements. Additional funding is required for the expanded design and to provide for on-site CA services originally anticipated to complete August 2013 and now extended through Decemben2014. "' Phasing and Activation Fentress will provide a variety of as-needed phasing and activation services to support the airlines, tenants, stakeholders, and Los Angeles World Airports (LAWA) to successfully open the building. This may include preparing additional drawings, making presentations, and providing other detailed information to explain building operations and functions. Integrated Environmental Media Systems (IEMS) As the development of the IEMS progressed, staff identified the need for Fentress to complete additional design work of the infrastructure to ensure system functionality. This includes architectural, electrical, structural, mechanical and information technology modifications to the new core and concourses. Design and CA Services for Airside Components A number of airside components were originally budgeted under the Airside Element but to date have not been funded through a contract. Due to the inter-dependencies and close proximity of the work to the Tom Bradley International Terminal, these components have been transferred into the Bradley West Element. The Third Amendment will provide funding for the following services: Taxilanes C-10& D-10 The Third Amendment requests additional contract capacity to procure design and CA services for Taxilane C-10 east of the south concourse and D-10 and Taxilane 010 located east of the north concourse between Bradley and Terminal 3. "' Bradley West East Aprons Funds for design of the east aprons was included in the Second Amendment to the Fentress contract. Thls request is to provide for CA services.

4 Resolution No e Demolition of Existing Concourses Additional funding is required to develop alternative phasing scenarios, exiting analysis, and constructability reviews. The goal of these tasks is to investigate potential opportunities to shorten the overall project schedule and reduce costs. Analysis and Redesign of the Existing Outbound Baggage System In 2011, both the Transportation Security Administration (TSA) BASE team and Tom Bradley International Terminal Equipment Company/AvAirPros conducted reviews of the new Checked Baggage lnline Screening and Baggage Handling System (CBIS/BHS). They identified a number of system defects and operational issues contributing to an overall reduced baggage handling capacity. To resolve the operational challenges and ensure the system will handle added demands of the new Bradley West, Fentress will engage specialty firms to: "" Address performance issues for originating baggage and constraints limiting system performance. Develop emulation modeling which will help pinpoint system operational problems to define solutions. Implement any potential changes to the BHS program logic controls. Identify solutions to meet future baggage handling demand. Provide complete CBIS/BHS analysis, design solutions, and bid package documents for proposed changes to the CBIS/BHS. Extended Stakeholder and Airline Coordination Services TBITEC/AvAirPros is currently providing stakeholder and airline coordination services under the Fentress contract and is funded through Due to the expanded scope and duration of the Bradley West construction schedule, Airports Development Group will extend these through In addition, TBITEC/AvAirPros will play an integral role by providing management and stakeholder communication and coordination to the TSA, airlines, and LAWA in support of the analysis and redesign of the CBIS/BHS; and WHEREAS, staff will continue to manage costs using the control mechanisms established in the original contract documents including pre-authorizing personnel and sub-consultants and issuing task orders based on negotiated scope, schedule and budget. If approved, Fentress expenditures for design and CA services are estimated at 10.5% which is well within the 12% industry standard for renovation and new vertical construction; and WHEREAS, any activity for which the underlying project has been previously evaluated for environmental significance is exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Article II Section 2(i) of the los Angeles City CEQA Guidelines. A project-level tiered Environmental Impact Report was prepared and certified by the Board of Airport Commissioners for the Bradley West Project on September 21, 2009 {Resolution No ); and WHEREAS, Fentress is required by contract to comply with the provisions of the Living Wage Ordinance; and WHEREAS, Procurement Services Division reviewed this action (File No. 5700). LAWA's annual Federal Aviation Administration-approved Disadvantaged Business Enterprise (DBE) goal for Fiscal Year 2008 was 11.63% which was achieved through race-neutral measures. (Bidder/Proposer) proposed a 13.75% DBE level of participation and has achieved 8.52% participation to date; and WHEREAS, Fentress is required by contract to comply with the provisions of the Affirmative Action Program; and

5 Resolution No WHEREAS, Fentress has been assigned Business Tax Registration Certificate No ; and WHEREAS, Fentress is required by contract to comply with the provisions of the Ch ild Support Obligations Ord inance; and WHEREAS, Fentress has approved insurance documents, in the terms and amounts required, on file with LAWA: and WHEREAS, Fentress has submitted the Contractor Responsibility Program Pledge of Compliance, and will comply with the provisions of said program; and WHEREAS, Fentress has been determined by Public Works, Office of Contract Compliance, to be in compliance with the provisions of the Equal Benefits Ord inance; and WHEREAS, Fentress will be required to comply with the provisions of the First Source Hiring Program for all non-trade Los Angeles International Airport (LAX) jobs; and WHEREAS, Fentress has submitted the Bidder Contributions City Ethics Commission Form 55 and wil l comply with its provisions; and WHEREAS, actions taken on th is item by the Board of Airport Commissioners will become final pursuant to the provisions of Los Angeles City Charter Section 373; NOW, THEREFORE, BE IT RESOLVED that the Board of Airport Commissioners determined that th is action is exempt from the Ca liforn ia Environmental Quality Act 1 tequ irements; adopted the Staff Report; found that the work can be performed more economically or feasibly by an independent contractor than by City employees; approved the Third Amendment to Contract No. DA-4274 with Fentress Architects, in an amount of $23,000,000, for a tota l contract amount not to exceed $147,135,000 to continue architectural, engineering, planning, and design services for Los Angeles World Airports; authorized the Executive Director to execute the Third Amendment to Contract No. DA-4274 with Fentress Architects upon approval as to form by the City Attorney and upon approval as to form by the Los Angeles City Council; and further approved appropriation of funds in the not-to-exceed amount of $23,000,000 from LAX Revenue Fund to Work Breakdown Structure {WBS) Elements (Bradley West) and other Board- approved capital projects and their respective WBS numbers as requ ired. ooo I hereby certify that th is Resolution No is true and correct, as adopted by the Board of Airport Commissioners at its Regular Meeting held on Monday, May 21, l Sandra J. Mi ller- Secretary BOARD OF AIRPORT COMMISSIONERS

6 THIRD AMENDMENT TO LOS ANGELES WORLD AIRPORTS ARCHITECTURAL, ENGINEERING, PLANNING, AND DESIGN SERVICES AGREEMENT This Third Amendment to the Los Angeles World Airports Architechlral, Engineering, Planning, and Design Services Agreement ("Amendment") is made and entered into as of ~-' 2012 by and between Fentress Architects ("Architect") and the City of Los Angeles, acting by and through the Board of Airport Commissioners ("Board") of the Los Angeles World Airports ("LAWA"), a department of the City of Los Angeles (collectively, "City"). City and the Architect are collectively refened to as the "Parties". Capitalized terms used herein without definition shall have the meaning given to such terms in the Agreement (defined below). RECITALS WHEREAS, City and Architect entered into the Los Angeles World Airports Architectural, Engineering, Planning, and Design Services Agreement (Contract No.DA-4274) (the "Agreement") (approved by the Board of Airpmi Commissioners on April 25, 2008) for architectural, engineering, planning, and design services in connection with the capital improvement program at Los Angeles International Airport ("LAX"); WHEREAS, the original term of the Agreement was for tlu ee (3) years~ expiring on the first anniversary date of the first Task Order issued thereunder; ' WHEREAS, Section of the Agreement contemplated that following the assessment and development of a more comprehensive understanding of the CIP by the Architect and the City, the Architect and City would agree on a maximum Contract Amount for an amended and extended term; WHEREAS, as set forth in Section of the Agreement, the Parties anticipated that, if an amendment to extend the initial term occurred, then the City would like to reserve the option to extend the basic term of the Agreement in one or more amendments to the Agreement for up to ten (10) years from the date of the first Task Order issued thereunder; WHEREAS, the First Amendment to extend the term of the Agreement for a period of four ( 4) additional years, for a total of seven (7) years and increase the Contract Amount by $51,235,000 for a total Contract Amount of $92,735,000 was approved by the Board by Resolution No on Apri121, 2009, and by the City Council on June 16, 2009, by Council File No ; WHEREAS, the Second Amendment to increase the Contract Amount by $31,400,000 for a total Contract Amount of $124,135,000 was approved by the Board by Resolution No on July 14, 2010, and by the City Council on September 7, 2010 by Council File No S 1; t:;?( Fentress 3rd Amendment to Contract BCO

7 WHEREAS, the current maxnnum Contract Amount under the Agreement is $124,13 5,000, the Parties have agreed to increase the maximum Contract Amount by $23,000,000, for a total Contract Amount of$147,135,000; NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to amend the Agreement as follows: AMENDMENT Section 5.1 Contract Amount Section 5.1 is amended and restated in its entirety to read: "Subject to Article 23, the maximum amount that may be paid to Architect under this Agreement is One Hundred Forty-Seven Million, One Hundred Thirty-Five Thousand dollars ($147,135,000) ("Contract Amount"). Any increase in the Contract Amount will require an amendment to this Contract, which will require the approval of the Board and the City CounciL" All other terms and conditions of the Agreement not expressly amended herein shall 1 remain in full force and effect. [Remainder of This Page Intentionally Left Blank] c:.:r- Fentress 3rd Amendment to Contract BCO

8 IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed, by their respective authorized signatories, all as of the day and year first hereinabove written. APPROVED AS TO FORM: CARMEN A. TRUT ANICH City Attorney CTTY OF LOS ANGELES Gina Marie Lindsey Executive Director, LAW A By Wei Chi Deputy Executive Director Comptroller ARCHITECT FENTRESS ARCHITECTS By c~~ t.).jj~ Attached is an incumbency certificate attesting to the authority of the person signing above to execute this Amendment Fentress 3rd Amendment to Contract BCO

9 FENTRESS ARCHITECTS, LTD, CERTIFICATE OF SECRETARY The undersigned, Agatha Kessler, does hereby certify that she is now and at all times relevant hereto has been the duly elected and active Secretary of Fentress Architects, Ltd., a Colorado corporation (the "Corporation"), and in accordance with the Colorado Business Corporation Act, does hereby further certify as follows: I. In accordance with the by-laws of the corporation, the President of Fentress Architects, Ltd., is authorized to sigh all certificates, contracts, and other instruments relating to the business of the Corporation; 2. That Curtis W. Fentress was reaffirmed as the President of Fentress Architects, Ltd. at its annual meeting on August 13, 20 II, and has held that position continuously since the firm's origi na! incorporation on January 19, 1981; 3. That Curtis W. Fentress, as President, may execute contracts on behalf of the corporation. IN WITNESS WHEREOF, 1 have hereunto set my hand as Secretary of Fentress Architects, Ltd., and have affixed the corporate seal of this corporation this 17th day of May, FENTRESS ARCHITECTS, L TO. Agatha Kessler, Secretary STATE OF COLORADO ) )ss: COUNTY OF DENVER ) c On this 17th day of May, 20 12, before me, a Notary Public in and for the State of Colorado, personally appeared Agatha Kessler, who acknowledged herself to be the Secretary of Fentress Architects, Ltd., and that she, as such Secretary, being authorized so to do, executed the forgoing instrument for the purposes therein contained, by signing her name as Secretary of the Corporation. MARIANNE REYNOLDS NOTARY PUBLIC. STATE OF GOLOAAOO