SAN FRANCISCO AIRPORT COMMISSION MINUTES

SAN FRANCISCO AIRPORT COMMISSION MINUTES November 7, 2017 9:00 A.M. Room 400 - City Hall #1 Dr. Carlton B. Goodlett Place (400 Van Ness Avenue) City and County of San Francisco EDWIN M. LEE, MAYOR COMMISSIONERS LARRY MAZZOLA President LINDA S. CRAYTON Vice President ELEANOR JOHNS RICHARD J. GUGGENHIME PETER A. STERN IVAR C. SATERO Airport Director SAN FRANCISCO INTERNATIONAL AIRPORT SAN FRANCISCO, CALIFORNIA 94128

Minutes of the Airport Commission Meeting of November 7, 2017 CALENDAR AGENDA RESOLUTION SECTION ITEM TITLE NUMBER PAGE A. CALL TO ORDER: 4 B. ROLL CALL: 4 C. ADOPTION OF MINUTES: Regular meeting of October 17, 2017 17-0273 4 D. ITEMS INITIATED BY COMMISSIONERS: United s 747 retirement 4 E. ITEMS RELATING TO ADMINISTRATION, OPERATIONS & MAINTENANCE: 1. Amend PFC Application No. 6 to Increase 17-0274 4-6 2. Submit an Eighth PFC Application to Combine PFC Application No. 6, as Amended, and PFC Application No. 7 17-0275 4-6 3. Approve Phase C4 of Contract 8768.66 - Design- Build Services for Airport Hotel Project - Webcor Construction LP dba Webcor Builders 17-0276 6-7 4. Approve Phase C2 to Contract 10515.71 - Construction Manager/General Contractor Services for Plot 2 Aircraft Parking Reconfiguration and So. McDonnell Rd. Realignment Project - Webcor Construction LP dba Webcor Builders 17-0277 7-9 5. Revised Minimum Qualifications of RFP for Professional Services Contract 50107.01 for the Management and Operation of the Airport Public and Employee Parking Facilities 17-0278 9-12 6. Award Contract 50126 - Maintenance and Support of Baggage Handling Control Systems - Brock Solutions U.S. Systems 17-0279 12-13 7. Modification No. 4 to Contract 8838 - AirTrain Operations and Maintenance Services - Bombardier Transportation (Holdings) USA, Inc. 17-0280 13-14 F. CONSENT CALENDAR OF ROUTINE ADMINISTRATIVE MATTERS: 8. Modification No. 1 to Professional Services Contract 11055.41 - Project Management Support Services for Gate Enhancements Project - International Terminal Enhancement Partners, a JV of AGS and ASL 17-0281 14

9. Approve Phase C5 of Contract 9350A.66 - Design- Build Services for the REACH - Customer Hospitality, Boarding Areas A & G Project - Webcor Construction LP dba Webcor Builders 17-0282 14 10. Modification No. 1 to Professional Services Contract 8465C.41 - Project Management Support Services for Superbay Hangar Fire Protection System Replacement Project - CM Pros 17-0283 15 11. Call for Bids for Contract 1144.61 - Construction Services for Central Garage Tunnel Doors Project 17-0284 15 12. Issue RFQ to Establish Pool for As Needed Furniture Repair and Re-upholstery Services Contractors 17-0285 15 13. Commence RFP Process for the Terminal 3 Pop-Up Retail Concession Program 17-0286 15 14. Exercise First of Two One-Year Options to Extend Term under JRenee, LLC s Terminal 3 Boarding Area F Food/Beverage Kiosk Lease No. 11-0235 17-0287 15 15. Approve Rental Credit to Covenant Aviation Security, LLC for the Installation of Electrical Equipment at the International Terminal 17-0288 15-16 G. NEW BUSINESS: 16 H. CORRESPONDENCE: 16 I. CLOSED SESSION: 16 J. ADJOURNMENT: 16 Minutes, November 7, 2017, Page 3

AIRPORT COMMISSION MEETING MINUTES November 7, 2017 A. CALL TO ORDER: The regular meeting of the Airport Commission was called to order at 9:00 AM in Room 400, City Hall, San Francisco, CA. B. ROLL CALL: Present: Absent: Hon. Larry Mazzola, President Hon. Linda S. Crayton, Vice President Hon. Eleanor Johns Hon. Peter A. Stern Hon. Richard J. Guggenhime C. ADOPTION OF MINUTES: The minutes of the regular meeting of October 17, 2017 were adopted unanimously. No. 17-0273 D. ITEMS INITIATED BY COMMISSIONERS: Commissioner Mazzola... I saw in the news where they re going to do stop the 747s, or the last one is going to take off, or something. Are we involved in that? Mr. Ivar Satero, Airport Director... United Airlines is celebrating the discontinuation of the 747 as they build up their 787 fleet, so there is a celebration today. The last flight in the United fleet is today. Other carriers are still flying 747s out of SFO. E. ITEMS RELATING TO ADMINISTRATION, OPERATIONS & MAINTENANCE: Item Nos. 1 and 2 were called together and were approved unanimously upon a motion by Commissioner Crayton and a second by Commissioner Guggenhime 1. Authorization to Amend Passenger Facility Charge Application No. 6 to Increase the Collection Authority by $7 Million to $218 Million No. 17-0274 Resolution authorizing an increase to the amendment to PFC Application No. 6 to add an additional estimated $7 million in PFC-eligible costs for a new total collection authority of approximately $218 million. 2. Authorization to Submit an Eighth Passenger Facility Charge Application to Minutes, November 7, 2017, Page 4

Combine Passenger Facility Charge Application No. 6, as Amended, and Passenger Facility Charge Application No. 7 No. 17-0275 Resolution authorizing the submittal of an eighth Passenger Facility Charge Application to the FAA to combine PFC Application No. 6, as amended, and PFC Application No. 7, to continue collection at the $4.50 level. Mr. Kevin Kone, Finance Managing Director... these two items are related to the ongoing administration of the Federal Aviation Administration s (FAA) Passenger Facility Charge (PFC) program. The revenues from this program are used to pay debt service on approved FAA projects. We currently charge $4.50 for each enplaning passenger at SFO and those revenues are used to pay debt service. Currently we re collecting about a $102 million a year from PFCs for specific FAA approved projects. Item No. 1 increases our existing PFC application No. 6 by $7 million, from $70 million to $77 million. The additional $7 million is based on revised interest costs that we incurred on the Runway Safety Area Project in 2014. An analysis showed that we have an additional $7 million in interest costs eligible for PFC financing. Item No. 2 takes our existing application that I just mentioned, PFC Application No. 6 for $4.50, and combines it with PFC Application No. 7, our newest application that just received approval from the FAA, for the AirTrain extension to the long-term parking garage. The difference with PFC Application No. 7 versus our previous applications is that the FAA only approved us to charge $3.00 for the AirTrain extension instead of the normal $4.50 that we ve been charging all these years. So, in order for the airlines not to have to change the fee from $4.50 down to $3.00, we will simply combine this new application with a value of $320 million with the existing applications so that the airlines can continue to collect the $4.50 for the AirTrain project. It simplifies the process for the airlines not to have to move the PFC up and down over time for just one project. Commissioner Crayton... so, you have basically consolidated everything under this $4.50? Mr. Kone... correct. Commissioner Crayton... is $4.50 the highest PFC that can be charged? Mr. Kone... yes, $4.50 is the highest rate, but it s not in perpetuity. It s only for the dollar value for a fixed amount of time as designated by the FAA. But the Airport is continually putting in new applications, like we did for the AirTrain extension, to make sure that we can continue to collect PFCs into the far future. Commissioner Crayton... what will be the rationale for the FAA to keep us from collecting it into the future because we are dependent upon that PFC? Mr. Kone... we feel strongly that we will have the opportunity to submit future applications so that PFCs can be collected for maybe the next 20 or 30 years. Minutes, November 7, 2017, Page 5

For example, Terminal 1, which is a $2 billion project, has many aspects that are FAA eligible. One of the strongest criteria that the FAA uses for PFC eligible projects is that it has to have a direct impact to the national air transportation system. When there s a one for one relationship, that s what is eligible for $4.50. The reason the AirTrain project did not get the $4.50 is because the FAA did not see the direct correlation of extending AirTrain to the long term parking garage as impacting the national air transportation system, versus Terminal 1 where we are adding gates. There s no stronger argument than adding gates which adds to the National Air Transportation system.. Item No. 3 was approved unanimously upon a motion by Commissioner Crayton and a second by Commissioner Guggenhime. 3. Approve Phase C4 of Contract 8768.66 - Design-Build Services for the Airport Hotel Project - Webcor Construction LP dba Webcor Builders - $56,824,278 No. 17-0276 Resolution approving Phase C4 of Contract No. 8768.68, Design-Build Services for the Airport Hotel Project, with Webcor Construction LP dba Webcor Builders to increase the contract amount by $56,824,278 for a new contract capacity amount of $120,872,176, with a corresponding contingency amount, and with no change to the contract duration. Ms. Judi Mosqueda, Director, Project Management... this item seeks approval of Phase C4 Trade Bid Package Set (TBP) No. 2. There are scope revisions or changes to the Webcor Builders contract for design build services for the Airport Hotel project to increase the contract amount by $56.8 million to establish a new contract capacity amount of $120.8 million with a corresponding contingency authorization, and no change to the contract duration. The Airport Hotel project provides for the design and construction of a new 351-room hotel including meeting spaces, ballrooms, dining facilities, fitness center and other amenities. The Phase C4 approval is the fourth incremental increase to the contract to accommodate award of TBP Set No. 2 which includes structural concrete, tower crane, electrical, metal stairs, temporary power, and the storm water pollution prevention plan. The packages for temporary power, the storm water prevention plan, and tower crane were directly negotiated. The electrical bid received was notably higher than the Engineer s estimate, primarily due to the difficult Bay Area construction market and limited competition for the trade package. The current contract forecast is $222 million which exceeds the contract budget of $219.9 million. The project team plans to mitigate this overage through scope reductions for piles, structure, and electrical scopes of work, and anticipates being able to deliver the project on budget. Staff will return to the Commission with updates to the contract forecast and for capacity increases to award future trade packages. The Contract Monitoring Division approved a 20% LBE goal for design services and 25% for construction services. Webcor is committed to meeting these goals. Commissioner Stern... it sounds like we re aligned on the budget, but what about the time frame for delivery? Minutes, November 7, 2017, Page 6

Ms. Mosqueda... we re still studying that. In the last two months or so we ve been examining the hotel s cost overages. As part of that we ve looked into some redesign of the structure, the piles and slab for the building. All through that process we ve been able to save quite a bit in cost, but we are still in the process of studying what that means for time. Webcor has gotten a slightly slow start in construction and they have an updated schedule due to us this Friday. We ll take a look at that in terms of the end date. The Director has asked us to remain on schedule for an opening in July 2019, and we hope to do that, but until we get Webcor s updated schedule, we don t know where we can work in the schedule to bring back time. Right now, we expect that the project is running a little bit over. Commissioner Crayton... what was behind Webcor s slow start? Ms. Mosqueda... primarily because the design was costing more than the budget and we needed to fix that. The Hotel project budget is very firm and because we want to deliver it on budget we re looking at broad value engineering options. In that process we realized that it wasn t things like finishes and amenities that was going to save the budget, it was looking at the structure of the building which is an early deliverable for the contractor. For that reason we couldn t start pile driving because even the strategy for piles was changing. Originally the contractor had 300 or so piles for the project and we brought it down to 100 some piles which resulted in a substantial savings. There s been a lot of hard work in our office over the last two months looking at the building s design strategy which is resulting in keeping the project on budget. Now we have to kick start the schedule again. Commissioner Crayton... how many projects is Webcor currently working on at the Airport? Ms. Mosqueda... they currently have five contracts, including this one. Commissioner Crayton... are they all major areas of the Airport? Ms. Mosqueda... there s one project that s smaller and that s the REACH interior improvements in the International Terminal. The budget for that contract is $40 million. It sounds like a lot of money but in comparison it s substantially smaller. I think the Plot 2 Roadway, REACH and the Admin Campus are their smaller contracts. Their bigger contracts include their joint venture with Austin on Boarding Area B, and the Hotel. Commissioner Crayton... so it s not a capacity issue. Ms. Mosqueda... we also had a change in management at Webcor that was instigated through discussions with them on this project. They have a new person who has become a great partner for us, and we re excited about that. Item No. 4 was approved unanimously upon a motion by Commissioner Crayton and a second by Commissioner Stern. 4. Approve Phase C2 to Contract No. 10515.71 - Construction Manager/General Contractor Services for the Plot 2 Aircraft Parking Reconfiguration and South Minutes, November 7, 2017, Page 7

McDonnell Road Realignment Project - Webcor Construction LP dba Webcor Builders - $26,068,328 17-0277 Resolution approving Phase C2 to Contract No. 10515.71, CM/GC Services for the Plot 2 Aircraft Parking Reconfiguration and So. McDonnell Rd. Realignment Project, with Webcor Construction LP dba Webcor Builders, increasing the contract capacity amount by $26,068,328 for a new contract capacity amount of $44,702,909, with no change to the contract duration and with a corresponding contingency amount. Ms. Mosqueda... this item seeks your approval of Phase C2 Trade Bid Package Sets (TBP) No. 3 and 4 to the Webcor Builders contract for Construction Manager /General Contractor (CM/GC) Services for Plot 2 Aircraft Parking Reconfiguration and the So. McDonnell Rd. realignment project, increasing the contract amount by $26 million and establishing a new contract capacity amount of $44.7 million with a corresponding amount in contingency authorization and no change to the contract duration. These are not scope revisions or changes. The project includes realignment of a segment of So. McDonnell Rd. westward to capture additional space for larger aircraft parking at Gates A10 and A12 and to provide additional remote aircraft parking locations. Construction includes building a temporary roadway, demolition of existing utilities and installation of new utilities, a permanent roadway with a new jetblast resistant security fence and apron pavement. The project design was accomplished by Airport Engineering staff. Phase C2 approval is the second incremental increase to the contract to accommodate award of TBP Sets 3 and 4. TBP Set 3 includes the new roadway and 12 KV infrastructure. TBP Set 4 includes removal and installation of 12 KB cabling, demolition, grading, paving, and the blast fence. TBP Set 4 also includes the high mask lighting foundations and general site requirements packages. The approved budget for this project is $49.8 million. The current contract forecast is $49.5 million and remains in budget with appropriate levels of contingency. Staff will return to the Commission for capacity increases to award future trade packages. The City s CMD has approved a 21% LBE participation for this contract and Webcor Builders has committed to achieving this requirement. Commissioner Johns... is the realignment of McDonnell Rd. related to the Hotel? Ms. Mosqueda... it s not necessarily related to the Hotel but it does define the Hotel s front curb. The roadway realignment is being accomplished to create additional remote aircraft parking positions as well as clearance around the tip of Boarding Area A. In that process, it squeezes down remaining space west of So. McDonnell Rd. which squeezed down space of the leftover piece of property to build the Hotel. Commissioner Johns... that s what I thought. I take it you re keeping the project separate but they are related. Ms. Mosqueda... they are inter-related, particularly in terms of schedule and Minutes, November 7, 2017, Page 8

coordination of contracts that are active in that South McDonnell Roadway area. Right now we have three projects that are active in the same vicinity, the Hotel, the Plot 2 Roadway Realignment, and the AirTrain Station at the Hotel. Those three projects are sort of inter-connected, particularly in terms of schedule. Commissioner Johns... I wanted to make sure that the location was correct in my mind. Commissioner Crayton... I just want to make sure I m understanding what this is doing. I m trying to understand this piece of it... it s completely related to the Hotel, so why wasn t that a part of that umbrella? Ms. Mosqueda... let me answer that in two parts. This contract was competitively procured. It just happened that Webcor won the contract when they have the adjacent contract. They went through a full competitive process and Webcor was deemed the highest qualified and highest ranked bidder at the conclusion of that process. That s part one. Part two is that we would have happily had more land for the Hotel development if the Plot 2 Roadway wasn t necessary. The Plot 2 Roadway alignment is being driven by airfield needs and the need to expand the airfield into the landside. So, the Plot 2 project is not being driven by the Hotel, the Hotel works in the leftover space. Commissioner Crayton... it sounded like a piece of it had to be reconfigured for the Hotel in terms of the parking and extra land. Is that not a true statement? Commissioner Mazzola... not really. If you re doing a Hotel in leftover land because you have to expand the airfield land, then it s really not. Commissioner Crayton... it s not related to the Hotel project at all? Commissioner Mazzola... they are kissing cousins. Commissioner Crayton... I don t agree but I m going to leave that alone for now. Item No. 5 was approved unanimously upon a motion by Commissioner Crayton and a second by Commissioner Guggenhime. 5. Revised Minimum Qualifications of the Request for Proposals for Professional Services Contract No. 50107.01 for the Management and Operation of the Airport Public and Employee Parking Facilities No. 17-0278 Resolution approving the revised minimum qualifications of the RFP for Professional Services Contract No. 50107.01 for the Management and Operation of the Airport Public and Employee Parking Facilities. Mr. Kone... on June 6, 2017 you authorized the issuance of a new RFP for the management and operations of the Airport s Public and Employee Parking facilities. The RFP was advertised and issued on September 27, 2017. Staff Minutes, November 7, 2017, Page 9

conducted a pre-proposal conference on October 12, 2017 which included participation by 13 parking companies. Following this meeting, we received a request from the industry to revise the minimum qualifications in order to increase competition in this solicitation. The Airport conducted additional outreach to likesize airports around the country and discovered a wide-range of minimum qualifications used for their parking RFPs, some conservative and others quite liberal. We believe that we can modify the original minimum qualifications as outlined in this memorandum to allow for a more competitive process while still maintaining the highest standards ensuring that the firms that submit proposals can perform the work scope. Commissioner Stern... how far will the pool expand? Mr. Kone... we don t know exactly, but we ve surveyed a number of firms in the industry and it could add two, three, or four more participants. Commissioner Johns... you said that you made some of these changes as a result of a request from the industry? Mr. Kone... we received feedback from participants after the pre-proposal conference asking us to consider broadening the years of experience to allow for more people to compete. We are now taking that feedback to you. Commissioner Johns... so taking the years of experience from 15 to 10, and then you decrease the spaces from 15,000 down to 10,000. I m trying to see the difference of 10 years as to opposed to seven years, and 10,000 spaces as opposed to 15,000 spaces. I don t know. Could you summarize some of the changes and why you think that will not make the folks who apply less qualified. That s my concern. How many participated in the previous one? Mr. Kone... there were two proposers. Commissioner Johns... So you re trying to make it a more competitive process and you think that reducing some of these requirements and increasing others is not going to reduce the quality of the work. Mr. Kone... correct. We do not believe that it will diminish the quality of contractors that could perform the work for our parking garages. Depending on how the proposers propose... sometimes larger firms team with a smaller firm in a joint venture, and that s what we have today. So, you might have a larger firm propose with a smaller firm who had the smaller parking experience, but together they are still able to manage our overall parking operations. Commissioner Johns... we re depending upon you folks to make those decisions. We obviously want the best qualified people and it just concerned me when I read it, and it was a little confusing to me. Commissioner Crayton... what I think you re saying is that in doing this it gives us the ability to include possibly seven or eight others that didn t have the ability previously, but if they join together and come in as one entity or as a partnership Minutes, November 7, 2017, Page 10

then that gives you more opportunity to choose. Mr. Kone... correct. We don t know definitively that these revised minimum requirements will result in anything different. Again, we re taking the feedback from potential proposers and responding positively to say we ll consider that and open it up. Whether additional firms propose or not is yet to be seen. Commissioner Johns... On the selection criteria for scoring these proposals, I have one concern and that s where you re listing the points. Financial strength is only being given 10 points and that concerns me.. Mr. Kone... there s not a lot of weight on Financial Strength because the Airport pays the company for their expenses as their being incurred so the requirement for these companies to have a high net worth is not really a function of their ability to run the parking facilities. We have a defined scope of work and the contract lists the items that they will get paid for. On a monthly basis, as fees are incurred, they will bill the Airport. So, it s not as if they need a large amount of capital to run the garages; the Airport pays for the daily operations and maintenance. Commissioner Johns... I understand that but the financial strength of a company, their ability to continue doing business and not go into bankruptcy, or not be in a negative cash flow for other things they might be involved with, it just seemed that the Approach qualifications seemed high, fee proposal, how much they re going to charge us, oral interview (50), but financial strength, which to me is part of the overall company s ability to do good business does concern me. What you ve told us so far just by the mere fact that they re being reimbursed doesn t cut it with me. I don t know about my fellow Commission. Commissioner Crayton... I understand this to mean that the Airport is really bearing the financial strength, not the parking company, because we re paying for them for the daily operation. They re getting a ton of money from the Airport to pay their employees to do these things. I do understand that piece of it. Commissioner Johns... maybe it s a matter of definition here. Maybe I am not understanding what you folks mean by financial strength because... Commissioner Crayton... ordinarily I would agree with you. Commissioner Mazzola... was financial strength previously weighted 10 points. Mr. Kone... yes. That did not change. Commissioner Mazzola... the 10 points has been forever and you ve always been successful enough? Mr. Kone... yes. Commissioner Mazzola... so, even though you see it on rule changes, it s really not a change. It s always been that way. So, if we ve been successful, then I wouldn t worry about it, but it s up to you. Minutes, November 7, 2017, Page 11

Commissioner Stern... if you have a newer company, I have no problem with the company operating for five years or managing a lower number of spaces. What s more important to me is for these companies to grow and be competitive. Their approach is very important so perhaps they take a technology solution for capacity management and they take a more thoughtful, innovative approach to solving these types of problems. That, to me, is really important if we re going to bring them to the table and consider them. Mr. Kone... thank you. That s a great point because we re in an ever-changing environment right now with the TNCs, what s happening with ride share and rental cars, and companies coming in to run the parking garages to have some type of dynamic movement in the approach of marketing, rates, and so forth is very important in this environment. Probably more so than ever before. Commissioner Stern... absolutely. Item No. 6 was approved unanimously upon a motion by Commissioner Crayton and a second by Commissioner Stern. 6. Award of Contract No. 50126 - Maintenance and Support of Baggage Handling Control Systems - Brock Solutions U.S. Systems, LLC - $7,500,000 No. 17-0279 Resolution awarding Contract 50126, Maintenance and Support of Baggage Handling Control Systems to Brock Solutions U.S. Systems, LLC, for a period of three years, with one 2-year option to extend, in an amount not to exceed $7.5 million. Ms. Eva Cheong, Operations & Security... this item seeks award of Contract No. 50126 for the maintenance and support of the Baggage Handling Systems Controls to Brock Solutions U.S. Systems, LLC. The Airport s baggage handling system has a complex network of electronic controls that tracks each checked bag through the conveyor systems and ensures that all bags are screened properly with TSA protocols. The control systems used for these services are highly specialized and proprietary and we do have Brock controls in our system. In May of this year we issued an RFP for these support services and one proposal was received from Brock Solutions. A panel of three industry subject matter experts scored the proposal and Brock scored 119 points out of 120. After scoring the proposal we entered into negotiations with Brock and have successfully reached an agreed upon contract. However, now Brock s U.S. headquarters are located in Texas which is now on the list of states with anti-lgbt laws as defined under Administrative Code 12X. Since Brock was the only certified proposer we are also seeking approval to waive the requirements in Admin Code 12X and award Brock the contract. The contract will be for three years at $7.5 million and a one two-year extension after that. Commissioner Crayton... is it unusual that Brock would have been the only one to apply for this particular contract? I thought there were several others out there that did this. Minutes, November 7, 2017, Page 12

Ms. Cheong... there are three companies that I know of that could have done this, but they all have proprietary systems so it is not unusual. We have only Brock controls now in our baggage handling system, and Brock is actually under contract with United nationwide for their baggage handling controls. It s highly specialized and the equipment is proprietary so any other bidder would also have to enter into a contract with Brock to get some of the information from their control systems. It s difficult and it s highly proprietary and very specific equipment that helps track the baggage. Commissioner Crayton... I understand that. So no matter what we do we re going to have Brock. Is that what you re saying? Ms. Cheong... not necessarily. We had hopes that Vanderlande would bid this time but they chose not to at the last minute. Commissioner Crayton... but I thought you said that the equipment was proprietary to Brock. Ms. Cheong... whoever maintains the system would have to have an agreement with Brock to be able to reach their codes. Commissioner Crayton... so they re going to make money no matter what, and that s unfortunate. Regarding 12X, I m trying to figure out how we do this. I know Brock is the only one, but I know that there are other people that wanted to apply for business at the Airport but some of their people were out of Texas so they could not apply. So how do we justify one and we don t justify the other? Ms. Cheong... Texas was not on the list when this RFP was issued so we collected the proposals without that requirement in there. Going forward the RFP will say that you have to be certified under 12X. Commissioner Crayton... how long ago did we put this contract out? Ms. Cheong... in May and I believe this change happened in August. Texas was one of the last states added. Commissioner Crayton... September 1. This would have happened prior to that time. I get it. Thank you. Item No. 7 was approved unanimously upon a motion by Commissioner Crayton and a second by Commissioner Stern. 7. Modification No. 4 to Contract No. 8838 - AirTrain Operations and Maintenance Services - Bombardier Transportation (Holdings) USA, Inc. - $14,854,228 No. 17-0280 Resolution approving Modification No. 4 to Contract No. 8838 with Bombardier Transportation (Holdings) USA, Inc. for AirTrain operations and maintenance services, exercising the final one-year option and increasing the contract amount by $14,854,228, for a Minutes, November 7, 2017, Page 13

new total not to exceed contract amount of $130,299,196. Ms. Cheong... we are asking the Commission to execute the final option year for Contract 8838 with Bombardier Transportation Holdings for the operation and maintenance of the AirTrain system. AirTrain opened in March 2003. Bombardier installed the system and was selected as a sole source provider to operate and maintain it. AirTrain currently carries approximately 8½ million passengers annually and operates at 99.67% availability. The requested contract extension will provide for the base system operating and maintenance which includes replacement parts, materials, tools, and equipment associated with operating the AirTrain, and for potential bonuses for the year if the equipment exceeds 99.8% availability. Due to the age of the system, this extension also includes $100,000 in contingency money in the event we have to replace obsolete parts. Upon approval of this extension for the contract year amount of $14,854,228, for a new not-to-exceed contract amount of $130,299,196, we will take the necessary steps to receive Board of Supervisors approval. F. CONSENT CALENDAR OF ROUTINE ADMINISTRATIVE MATTERS: The Consent Calendar, Item Nos. 8 through 15, was approved unanimously upon a motion by Commissioner Crayton and a second by Commissioner Stern. 8. Modification No. 1 to Professional Services Contract No. 11055.41 - Project Management Support Services for the Gate Enhancements Project International Terminal Enhancement Partners, a JV of AGS and ASL - $2,200,000 No. 17-0281 Resolution approving Modification No. 1 to Professional Services Contract 11055.41, Project Management Support Services for the Gate Enhancements Project, with International Terminal Enhancements Partners, a JV of AGS and ASL, in an amount of $2,200,000 for a new contract amount of $4,184,000 and a new contract duration of 24 months. 9. Approval of Phase C5 of Contract No. 9350A.66 - Design-Build Services for the REACH - Customer Hospitality, Boarding Areas A & G Project - Webcor Construction LP dba Webcor Builders - $1,743,822 No. 17-0282 Resolution approving Phase C5 of Contract No. 9350A.66, Design-Build Services for the REACH - Customer Hospitality, Boarding Areas A & G Project, with Webcor Construction LP dba Webcor Builders in the amount of $1,743,822 for a new contract capacity amount of $29,169,295, with a corresponding contingency amount, and with no change to the contract duration. Minutes, November 7, 2017, Page 14

10. Modification No. 1 to Professional Services Contract No. 8465C.41 - Project Management Support Services for the Superbay Hangar Fire Protection System Replacement Project - CM Pros - $1,095,994 No. 17-0283 Resolution approving Modification No. 1 to Professional Services Contract 8465C.41, Project Management Support Services for the Superbay Hangar Fire Protection System Replacement Project, in the contract amount not to exceed $1,095,994, for a new contract amount not to exceed $1,978,798 for second year of services through November 23, 2018. 11. Authorization to Call for Bids for Contract No. 11144.61 - Construction Services for the Central Garage Tunnel Doors Project No. 17-0284 Resolution approving the scope, budget, and schedule for Contract No. 11144.61, Construction Services for the Central Garage Tunnel Doors Project, and authorize the Director to call for bids. 12. Authorization to Issue a Request for Qualifications to Establish a Pool for As Needed Furniture Repair and Re-upholstery Services Contractors No. 17-0285 Resolution authorizing the Director to issue a RFQ to Establish a Pool for As-Needed Furniture Repair and Re-upholstery Services Contractors. 13. Authorization to Commence the Request for Proposals Process for the Terminal 3 Pop-Up Retail Concession Program No. 17-0286 Resolution approving the proposed minimum qualification requirements and agreement terms, and authorizing Staff to issue the RFP and conduct an informational conference for the Terminal 3 Pop-Up Retail Concession Program. 14. Exercise the First of Two One-Year Options to Extend the Term under JRenee, LLC s Terminal 3 Boarding Area F Food and Beverage Kiosk Lease No. 11-0235 No. 17-0287 Resolution exercising the first of two one-year options to extend the term under JRenee, LLC s Terminal 3 Boarding Area F Food and Beverage Kiosk Lease No. 11-0235. 15. Approval of a Rental Credit to Covenant Aviation Security, LLC for the Installation Minutes, November 7, 2017, Page 15

of Electrical Equipment at the International Terminal - $10,952 No. 17-0288 Resolution approving a rental credit to Covenant Aviation Security, LLC, in the amount of $10,952, for the installation of electrical equipment at its International Terminal offices. G. NEW BUSINESS: Discussion only. This is the Public Comment section of the calendar. Individuals may address the Commission on any topic within the jurisdiction of the Airport Commission for a period of up to two (2) minutes. Please fill out a Request to Speak form located on the table next to the speaker s microphone and submit it to the Commission Secretary. There were no requests to speak. H. CORRESPONDENCE: There was no discussion by the Commission. I. CLOSED SESSION: There are no planned agenda items for a Closed Session for the current meeting. In the event of any urgent matter requiring immediate action which has come to the attention of the Airport Commission after the agenda was issued and which is an item appropriately addressed in Closed Session, the Airport Commission may discuss and vote whether to conduct a Closed Session under Brown Act (California Government Code Sections 54954.2(b)(2) and 54954.5) and Sunshine Ordinance (San Francisco Administrative Code Section 67.11). If the Airport Commission enters Closed Session under such circumstances, the Airport Commission will discuss and vote whether to disclose action taken or discussions held in Closed Session under the Brown Act (California Government Code Section 54957.1) and Sunshine Ordinance (San Francisco Administrative Code Section 67.12). J. ADJOURNMENT: There being no further calendared business before the Commission the meeting adjourned at 9:38 AM. (Original signed by: Jean Caramatti) Jean Caramatti Commission Secretary Minutes, November 7, 2017, Page 16