SAN FRANCISCO AIRPORT COMMISSION MINUTES

SAN FRANCISCO AIRPORT COMMISSION MINUTES September 5, 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 September 5, 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 August 15, 2017 17-0202 4 D. DIRECTOR S REPORT: 1. Analysis of Airline Traffic for Fiscal Year 2016/17 4-5 E. ITEMS INITIATED BY COMMISSIONERS: 2. Discussion and Possible Action to Express Airport Commission s Opposition to Potential Action by Board of Supervisors Re Naming of Any Facility at the San Francisco International Airport 17-0203 5-6 F. ITEMS RELATING TO ADMINISTRATION, OPERATIONS & MAINTENANCE: 3. Approve Phase C2 to Contract 10511.76 - Desi Program - Hunt Construction Group, Inc. 17-0204 6-7 4. Approve Phase C4 of Contract 10504.66 - Design- Build Services for AirTrain Extension and Improvements Program - Skanska Constructors 17-0205 7-8 5. Award Professional Services Contract 11118.41 - Project Management Support Services for International Terminal Building Refresh Project - Cooper Pugeda Management, Inc., FIDATO Corp., and Urban Fabrick, Inc. a Joint Venture, (ITBR JV) 17-0206 8-9 6. Award Five International Terminal Newsstand and Specialty Retail Concession Leases Lease No. 1 - HG SFO Retailers 2017 JV 17-0207 Lease No. 2 - Pacific Gateway Concessions, LLC 17-0208 Lease No. 3 - DFS Group, LP 17-0209 Lease No. 4 - Canonica New York, LLC 17-0210 Lease No. 5 - Pacific Gateway Concessions, LLC 17-0211 9-11 7. Update to Ascent Program Phase 1 and Infrastructure Projects Plan 17-0212 11-12 8. Issue a RFQ Contract 50123 to Establish a Pool of Qualified Consultants to Provide International Marketing Services in Overseas Locations 17-0213 12-14 Minutes, September 5, 2017, Page 2

9. Establish Two Pools of Pre-Qualified Consultants for Contract 50119 for As-Needed Executive Management Development and Staff Training Services 17-0214 14-15 G. CONSENT CALENDAR OF ROUTINE ADMINISTRATIVE MATTERS: 10. Award Professional Services Contract 50097 - Concessions Planning and Retail Industry Research - ICF Resources, LLC 17-0215 15 11. Award Contract 50146 - Strategic Consulting Services Related to Lease and Use Agreements - KRBon Consultants, Inc. 17-0216 15 12. Reject All Proposals for Contract 11211.83 and Issue Revised RFP as Contract 11211.44 to Modernize the Airport s Common Use Passenger Processing Systems and Services 17-0216 16 13. Authorization to Issue a RFP and Enter Into Negotiations for Contract 11211.51, Common Use Passenger Processing Support Services 17-0218 16 14. Authorization to Issue a RFP for Contract 11065-9-1-1 Phone System Replacement Services 17-0219 16 15. Determination to Proceed with the Police Training Range Improvement Project and Authorization to Use Asset Forfeiture Funds 17-0220 16 16. Modification No. 1 to Lease GS-09B-03014 with the U.S. Government for a Lease Extension and Rent Adjustment for Space Occupied by the TSA 17-0221 16-17 17. Modification No. 1 to Contract 9134 - Cyber Security Services - Coalfire systems, Inc. for Cyber Security Services 17-0222 17 H. NEW BUSINESS: Taxi Virtual Queue 17 I. CORRESPONDENCE: 17 J. CLOSED SESSION: 17-18 K. ADJOURNMENT: 18 Minutes, September 5, 2017, Page 3

AIRPORT COMMISSION MEETING MINUTES September 5, 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 August 15, 2017 were adopted unanimously. No. 17-0202 * * * D. DIRECTOR S REPORT: 1. Analysis of Airline Traffic for Fiscal Year 2016/17 Mr. Mike Nakornkhet, Director of Financial Planning and Analysis... you have handouts in front of you for the presentation I m giving today. Please turn to slide number 2. SFO concluded FY 2017 with nearly 54 million total passengers. That number includes enplanements, deplanements and passengers in-transit from one flight to the next and established a record for SFO for the sixth consecutive year, and the eighth consecutive year of growth at SFO. Slide number 3 shows our international and domestic passengers at historic growth since FY2000. We have experienced continued growth for the past eight years. Based on existing projections, if growth continues at the moderate pace that we ve been experiencing, we expect total passengers to reach 60 million by FY 2023. Slide number 4 shows passenger levels in each month of FY 2017. Each month had more passengers than the same month of the prior year, with the exception of February. Last February had a high base because there was an extra day due to leap year, and the Bay Area hosted Super Bowl 50. Every other month experienced growth. Domestic and international passenger growth percentages at the end of FY2017, were 3.4% and 10.1%, respectfully. Slide no. 5 shows our growth and where it s coming from geographically. Although Minutes, September 5, 2017, Page 4

domestic percentage growth was moderate, the majority of our passenger volume is still in the domestic sector which is why the U.S. leads all regions in terms of volume growth. Asia leads international volume growth with China, the rest of Asia and India combining for more than 360,000 additional passenger seats. Europe, Latin America, the South Pacific, and Canada also experienced growth. Slide number 6 shows our growth relative to other Bay Area airports. Both Oakland and Mineta San Jose International airports are also experiencing strong growth rates, however, because our base number of passengers is much higher, SFO s volume growth exceeds that of both Oakland and San Jose combined. Slide number 7 compares SFO s average growth rate over the past seven years to other major international gateways. We have consistently been one of the highest growing airports year after year resulting in the seven year comparison where we are second only to Seattle Tacoma Airport. Slide number 8 shows that as our passengers increased, our economic impact to the communities that we serve also increased. This shows that the number of jobs that the Airport is responsible for creating has increased. The business revenue resulting from Airport activities has also increased. Lastly, slide number 9 shows that our increased passenger activity also led to increased non-airline concessions revenue. Revenue increased in every category of concessions. These revenues are used to fund Airport capital and operating expenses as well as contribute to the annual service payment to the City. Commissioner Johns... thank you for your concise presentation. * * * E. ITEMS INITIATED BY COMMISSIONERS: Item No. 2 was adopted unanimously upon a motion by Commissioner Crayton and a second by Commissioner Johns. 2. Discussion and Possible Action to Express the Airport Commission s Opposition to Potential Action by the Board of Supervisors Concerning the Naming of Any Facility at the San Francisco International Airport No. 17-0203 Commissioner Mazzola... I m responsible for this being on the calendar so I ll start. Perhaps three or four years ago Supervisor David Campos decided he wanted to name the Airport Harvey Milk International. The Airport Commission put together a Committee to create policy to name a facility after someone. Part of the policy is, of course, you have to be deceased for a couple of years, but the main criteria in the policy is that you have to have contributed specifically to the San Francisco Airport. You can t just be a political name, you have to identify what your candidate did for the Airport and why you think he/she should be honored. The Airport s policy is you can t name any Terminal or the International Terminal. So that s all in our policy. This year, the San Francisco Board of Supervisors, along with the Mayors Office, some four years later, put together Minutes, September 5, 2017, Page 5

what they called a San Francisco Board of Supervisors / Mayor s Office naming committee. The Board passed an ordinance specifically to name Terminal 1, 2, 3, 4 or the Airport after Harvey Milk. So the committee of nine, four by the Board of Supervisors, and five by the Mayor s Office, was charged with one thing and one thing only... they had to return to the Board after their meetings and recommend which one these terminals should be named after Harvey Milk. So, during that period I, as President of this Commission, wrote a letter asking them to comply with our policy and not to go forward. Our policy says you can name something but tell us what that person did. I didn t know Harvey we ll, but I knew him. We supported him when he ran for Supervisor... he lost the first time and then we supported him again. We, meaning the San Francisco Building Trades when I was President. I knew Harvey Milk and unfortunately he was assassinated, but beside that Mr. Milk was not interested in the Airport. He was only there 10 months. He didn t have a chance to do much for the Airport so he doesn t qualify under Section 4 of our policy. Anyway, going forward, two of the Supervisors now have asked our Director to tell them how much it would cost for signage. The Committee sent a letter to the Board recommending that Terminal 1 be named Harvey Milk Terminal. Terminal 1 will be under construction for the next two years, but when it s finished it will be the Harvey Milk Terminal, if approved by the Board of Supervisors. New signage will be needed and some other things. The committee report also sought to name the address of the Airport Harvey Milk Way, however, the Board chose not to include that in their resolution. But they re still going forward with the Harvey Milk naming. All 11 members of the Board voted for it. We have our policy but they can trump our policy because they re the Board of Supervisors and under the charter they have some authority to do that. This resolution today asks them again not to take the recommendation of the committee and to work with the Commission on naming something if they want to do something for Harvey Milk. I will personally still argue that Harvey Mile didn t do anything for the Airport, but maybe someone will say let s name a building. Let s name something else, but not one of the Terminals. The Commission wants to publicly let it be known that we are against proceeding with the Board resolution and ask them to not take the recommendation of the committee and to work with us under our policy. That s what this is. * * * F. ACTION ITEMS RELATING TO ADMINISTRATION, OPERATIONS & MAINTENANCE: Item No. 3 was approved unanimously upon a motion by Commissioner Crayton and a second by Commissioner Johns. 3. Approve Phase C2 to Contract 10511.76 - Design-Build Services for the Airport Security Infrastructure Program - Hunt Construction Group, Inc. - $36,315,656 No. 17-0204 Resolution approving Phase C2 to Contract No. 10511.76, Design-Build Services for the Airport Security Infrastructure Program Project with Hunt Construction Group, Inc., to increase the contract capacity amount by $36,315,656 for a new contract capacity amount of $65,290,656. Minutes, September 5, 2017, Page 6

Ms. Judi Mosqueda, Director of Project Management, Planning, Design, and Construction... this item seeks your approval of Phase C2 Trade Package Sets (TPS) for base scope of work, not scope revisions or changes, to the Hunt Construction Group contract for Design Build Services for the Airport s Security Infrastructure Program in the amount of $36.3 million, establishing a new contract capacity amount of $65.2 million, a corresponding amount of contingency authorization, and extending the contract duration to 1,050 consecutive calendar days through June 24, 2019. This contract provides Design-Build Services for the Airport Security Infrastructure Program that includes enhancement of the Airport s security systems to increase safety and security of the Airport s assets, operations, and technology. This Phase C2 approval provides for the addition of TPS Nos. 1 and 2 to the contract. TPS No. 1 includes duct bank civil work. TPS No. 2 includes electrical work, carpentry, general requirements, mechanical, fire protection, plumbing, and office relocation. The current contract forecast amount is $151.2 million and remains within budget with appropriate levels of contingency. The approved budget is $160.8 million and is funded by the 5-year Capital Improvement Plan (CIP). The City s Contract Monitoring Division has approved an 18% LBE subconsultant participation requirement for design services, and 11% LBE subcontracting requirement for construction services. Hunt Construction is committed to meeting these requirements. Item No. 4 was approved unanimously upon a motion by Commissioner Crayton and a second by Commissioner Mazzola. 4. Approve Phase C4 of Contract 10504.66 - Design-Build Services for the AirTrain Extension and Improvements Program - Skanska Constructors - $5,804,601 No. 17-0205 Resolution approving Phase C4 of Contract No. 10504.66, Design-Build Services for the AirTrain Extension and Improvements Program with Skanska Constructors, to increase the contract capacity by $5,804,601 for a new contract capacity amount of $78,674,387. Ms. Mosqueda... this requests your approval of Phase C4 Trade Package Set (TPS) for base scope of work, not scope revisions or changes, to Skanska Constructors for Design Build Services for the AirTrain Extension and Improvements Project, increasing the contract capacity amount by $5.8 million, estabishing a new contract capacity amount of $78.6 million and a corresponding amount of contingency authorization, and no change to the contract duration. This contract provides for Design Build Services for the AirTrain Extension and Improvements Project which includes design and construction of an elevated Minutes, September 5, 2017, Page 7

guideway extension to Long Term Parking Garages at Lot DD and two new AirTrain stations at the hotel and at Lot DD. This Phase C4 approval provides for adding TPS No. 5 to the contract. TPS Set No. 5 includes reinforcing steel, pavement markings, and concrete pumping. The approved budget for this contract is $136.4 million. The current contract forecast amount is $130.2 million and remains within budget with appropriate levels of contingency. The project is funded from the 5-year Capital Plan. Staff will return to the Commission for approval of all remaining Trade Package Sets. The City s Contract Monitoring Division approved a 22% LBE sub-consultant goal for design services and a 20% LBE subcontracting goal for construction. Skanska is committed to meeting these goals. Commissioner Crayton... how many trade packages remain and what is the total amount? Ms. Mosqueda... in terms of the trade packages that haven t been bid yet? I am not sure. We are still fairly early on our procurement so I am going to guess that we re probably only at about 20% or less in terms of what s been procured to date. We ve got more ahead of us. Commissioner Crayton... and the expected completion date is... Ms. Mosqueda... the contract duration is late 2019. This project was waiting for environmental review, as you may remember, so we ve been able to proceed with the hotel station but the guideway extension and the station at Lot DD have been sitting on hold so we have not procured those. The project just recently had its public hearing for environmental review and received no comments, which is good news for us. Item No. 5 was approved unanimously upon a motion by Commissioner Stern and a second by Commissioner Crayton. 5. Award Professional Services Contract 11118.41 - Project Management Support Services for the International Terminal Building Refresh Project - Cooper Pugeda Management, Inc., FIDATO Corp., and Urban Fabrick, Inc. a Joint Venture, (ITBR JV) - $3,800,000 No. 17-0206 Resolution awarding Professional Services Contract 11118.41, Project Management Support Services for the International Terminal Building Refresh Project, to Cooper Pugeda Management, Inc, FIDATO Corp., and Urban Fabrick, Inc., a J.V. (ITBR JV), in an amount not to exceed $3,800,000 for the first year of services. Ms. Mosqueda... this seeks award of the International Terminal Building Refresh Project, a Joint Venture of Cooper Pugeda Management, Inc., Fidato Minutes, September 5, 2017, Page 8

Corp., and Urban Fabrick, Inc. for Project Management Support Services for the International Terminal Building Refresh Project. This Project will renovate areas of the ITB Departures and Arrivals Level to meet current and forecasted international passenger growth, improve passenger experience, and increase revenue-generating opportunities through the expansion of the Duty Free retail square footage. The Project Management Support Services Consultant will provide overall management expertise and oversight of the Project. Four proposals were received in response to our RFP, three of which were joint ventures with LBE firms. Based on the Selection Panel s evaluations, the highest ranked proposer, International Terminal Building Refresh Joint Venture (ITBR JV) was selected for award. The contract amount for the first year of services with ITBR JV is $3.8 million. Since the Project will be a multi-year phased project, Staff estimates that the total contract amount will be $13.4 million with a total contract duration of 40 months. The Contract Monitoring Division approved a 21% LBE sub-consultant participation requirement for this contract and ITBR JV has committed to meeting this requirement. Commissioner Johns... in your summary about the expansion of the Duty Free retails, we re opening up the envelope at our cost and then they will do the build out. Is that correct? Ms. Mosqueda... that s correct. Commissioner Crayton... is that our normal process? Mosqueda... typically, yes. We would provide a lease footprint to the lessee for their build out, so we ve been balancing Airport space with Tenant space. Item No. 6 was approved unanimously upon a motion by Commissioner Stern and a second by Commissioner Crayton. 6. Award Five International Terminal Newsstand and Specialty Retail Concession Leases No. 17-0207 No. 17-0208 No. 17-0209 No. 17-0210 No. 17-0211 Five (5) Resolutions awarding International Terminal Newsstand and Specialty Retail Concession Leases. Lease No. 1 - HG SFO Retailers 2017 JV Lease No. 2 - Pacific Gateway Concessions, LLC Lease No. 3 - DFS Group, LP Lease No. 4 - Canonica New York, LLC Lease No. 5 - Pacific Gateway Concessions, LLC Minutes, September 5, 2017, Page 9

Ms. Cheryl Nashir, Director, Revenue, Development, and Management... I m here this morning to seek award of five retail leases in the International Terminal. All five spaces are presently part of the DFS Group Duty Free lease, but you may recall that we unbundled them from this larger lease so that we could create additional business opportunities. This is the first opportunity we have had in 17 years to re-let these spaces. The term for these leases is seven years with no option periods. Rent is the greater of percentage or a minimum annual guarantee. Among those being recommended for award are: Lease No. 1 - A newsstand on Boarding Area A to HG SFO Retailers JV. This is a partnership between Hudson Group, a large airport retailer, and two local ACDBE partners. Hudson will have 80% ownership and each of the local partners will have 10% ownership. Lease No. 2 - A newsstand on Boarding Area A to Pacific Gateway Concessions LLC, a local company who will be 70% owner. Their two local ACDBE partners are Aim High Concessions (20%) and VMworks, SF (10%). Lease No. 3 - A specialty retail store on Boarding Area A. The recommended awardee is DFS Group, LP who will operate a sunglass and watch store. DFS Group is 75% owner and their local ACDBE partner is April Stewart, 25% owner. Lease No. 4 - A specialty retail store on Boarding Area G being recommended for award to Canonica New York, LLC who will operate The Chocolate Market. Canonica New York is based in Los Angeles however their parent company is based in Geneva, Switzerland. They ve appeared a few times on food and beverage proposals but have not been recommended for award until today. Finally, Lease No. 5 - A newsstand on Boarding Area G - again to local Pacific Gateway Concessions, LLC and their 30% local ACDBE partners. The total of the minimum annual guarantees offered by these five proposers is $4,545,905. Last fiscal year, the rent received from these five locations was $2,569,663. This is a net gain of just shy of $2 million for these five locations. As far as local ownership, we have two entirely locally owned prospective tenants, and two others that have local JV ownership on their teams. Late last week one of the unsuccessful proposers submitted a letter to the Airport asking that we not award Lease No. 3 to DFS Group L.P. The letter was received several weeks after the protest period. The City Attorney s office responded that the request was untimely and without merit. All five of these leases are subject to approval by the Board of Supervisors. Commissioner Stern... as we evaluate new vendors to come in, we have a minimum and we have a percent on gross revenue, do we collect a 7 year forecast on what they anticipate? Ms. Nashir... we either collect a five or seven year. I believe in our RFPs we Minutes, September 5, 2017, Page 10

only ask that they submit performance for five years. Commissioner Johns... how many other leases does Pacific Gateway have? Ms. Nashir... Pacific Gateway Concessions has two leases, one in Boarding Area E, Terminal 3 and another in Boarding Area F of Terminal 3, both for See s Candy stores. They are a large sub-contractor presently with DFS Group under the Duty Free lease that s expiring. Mr. Erik Ward... I m here on behalf of Pacific Gateway, a local Airport retail firm based out of South San Francisco. I want to commend Director Satero, Cheryl Nashir, and the whole Airport Staff on a very thoughtful and fair procurement process RFP. Pacific Gateway is thrilled to have been awarded two of these leases and for our innovative approach to airport retail and to have been recognized by our home Airport here at SFO. Thank you. Mr. Joe Waller, Pacific Gateway CEO... thank you very much. I m just going to echo what Eric just said. As San Francisco s home town company, on behalf of our local employees, I want to thank you for creating an opportunity for a company that s really a David to compete against a Goliath,a multi-billion dollar company and beat them. That s so valuable and it s one of things that make San Francisco very special. So thank you very much. Mr. Ebon Glenn... I just want to thank the Director and the Commission for awarding us the spaces. I m with Aim High, a partner with PGC, and along with that I m also the West Regional Director of the Airport Minority Advisory Council. I really commend the Airport for making sure that ACDBE s have a seat at the table and be able to be awarded opportunities. Thank you. Ms. Rose Balderian Hammond, Owner, VM Works... I m also a resident of San Francisco. I was lucky enough to join DFS ten years ago and SFO became my home for about eight years. I m excited to be returning to San Francisco Airport as part of this venture with PGC. Thank you for this opportunity. Mr. Mark Sulivan, Managing Director of DFS in North America... on behalf of DFS I d like to say how honored we are to be presented to the Commission for this lease award this morning. We are also incredibly thankful to the Director and Staff at San Francisco Airport for a wonderful process. DFS is very proud to have partnered with Skyview Concessions as an a ACDBE partner. Skyview Concession s CEO, April Stewart, is recognized as a phenomenal leader within the African American Business community. Skyview Concessions currently operates stores in Terminal 3. In conclusion, on behalf of DFS and our ACDBE partner, Skyview Concessions, we thank you for your consideration. Item No. 7was approved unanimously upon a motion by Commissioner Crayton and a second by Commissioner Mazola. 7. Update to Ascent Program Phase 1 and the Infrastructure Projects Plan Minutes, September 5, 2017, Page 11

No. 17-0212 Resolution approving the Ascent Program Phase 1 ($7.3 Billion) and Infrastructure Projects Plan ($122 Million) which together comprise the Airport s Capital Improvement Plan ($7.4 Billion). Mr. Kevin Kone, Managing Director, Finance... this item updates the Airport s Ascent Program Phase 1 and the Infrastructure Projects Plan which together make up the Airport s Capital Improvement Plan totaling $7.4 billion. This year we have limited changes to those projects to address critical safety, operational, or existing construction related needs. The additions to the Ascent Program Phase 1 include a $739 million program reserve to address unforeseen needs within the Ascent Program should they arise. We are also including $122 million for seven projects in the Infrastructure Plan. Approval of today s resolution will delegate authority to the Airport Director to allocate the Ascent Program reserve, but only two projects within the Ascent Program Phase 1. You will receive regular updates on the Ascent Program expenditures and the allocation of the Ascent Program Reserve through the Planning, Design & Construction quarterly reports. Some highlighted projects in the Ascent Program continue to be the Terminal 1 Project, Terminal 3 West, and the International Terminal Refresh, along with security and airfield improvements. On the infrastructure side, there are planned projects such as an upgrade to the fuel storage system, energy and efficiency improvements on the airfield, and safety improvements on the airfield to meet the FAA requirements. These updates will still allow the Airport to meet our financial targets that were presented to you in June 2016. The updates have been reviewed by the Airport s Financial Advisory Committee. Item No. 8 was approved unanimously upon a motion by Commissioner Crayton and a second by Commissioner Stern. 8. Authorization to Issue a Request for Qualifications for Contract 50123 to Establish a Pool of Qualified Consultants to Provide International Marketing Services in Overseas Locations No. 17-0213 Resolution authorizing issuance of RFQ No. 50123 to establish a pool of qualified consultants to provide International Marketing Services in overseas locations. Mr. Jon Ballesteros, Chief of External Affairs Officer, Communications & Marketing... this item builds with the Airport s international marketing services in overseas locations. As you may recall, the Airport s integrated communications and marketing strategy is based on three functional areas. The first is communications that includes our digital communications, web-based primarily, FLYSFO, our traditional communications tool such as media relations, crisis communications, and our social media communications, Facebook, Instagram, etc. The second functional area is domestic marketing which are efforts that are aimed at local Bay Area community members to ensure that SFO remains the gateway of choice as they try to go to the rest of the world. Minutes, September 5, 2017, Page 12

A few weeks ago you approved a resolution that added funding to the pool that provides two of these areas, communications and domestic marketing services. The item before you seeks approval to issue an RFQ to establish a pool of qualified candidates that will fulfill the third component of our Communications and Marketing strategy for international marketing services in overseas locations. These services include air service development support that s in foreign market destinations and research and data collection so we can build the case for our new routes, and then provide the support for that from the community in those foreign locations. Once we have those routes, to provide the strategic marketing, planning and execution in those foreign markets to ensure that those flights are successful, international branding to ensure that SFO remains the gateway of choice into North America by foreign visitors coming into the United States, and then international public relations to be our eyes, our boots on the ground, and our ears if there is an international incident at SFO. These services are critical to ensure that SFO will remain competitive with other North American airports to maintain our market share of international service in the Bay Area, which is well over 90%, to ensure that existing flights remain full, and stimulate interest for future roots into SFO. The City Contract Monitoring department has approved the waiver of LBE subcontracting participation requirements and this is due to the fact that the vast majority of the work in these contracts is executed in foreign countries. If approved, we will return to the Commission to establish the pool and enter into negotiations, and ultimately return to seek your approval of the final contracts which we envision will be three year contracts with two one year options. Commissioner Crayton... did we previously do the same functions? Mr. Ballesteros... this is probably the third time, that I m aware of, that this type of function for international services has come to your Commission. Commissioner Crayton... was this money already in the budget or did you just maneuver them around, or are these new dollars for something new that is being added? Mr. Ballesteros... a few months ago we extended the contract because we wanted to revisit it, and now with new leadership and the changing world, we wanted to explore new services and what we really need when it comes to international services. So, a few months ago you did see this. It was an extension of the contract with the idea that we would establish a whole new pool. So, we extended the previous pool and now this is a new pool, and we do have budgeted funds for that. Commissioner Crayton... so the actual increase is because you already had an amount allocated previously and just added to that particular pool of money. Mr. Ballesteros... correct. We will have a whole new pool and a whole new group of contracts. This would be a whole a new pool, depending on who responds and who is selected. Minutes, September 5, 2017, Page 13

Commissioner Crayton... so these are all different individuals, depending on what the scope is. Mr. Ballesteros... exactly. Item No. 9 was approved unanimously upon a motion by Commissioner Crayton and a second by Commissioner Stern. 9. Authorization to Establish Two Pools of Pre-Qualified Consultants for Contract No. 50119 for As-Needed Executive Management Development and Staff Training Services No. 17-0214 Resolution authorizing establishment of two pools of consultants for As-Needed Executive Management Development and Staff Training Services and to negotiate contracts with firms in the pools. Ms. Julian Potter, Chief Administration & Policy Officer... today we are asking to establish two pools of pre-qualified consultants. The first pool is for executive coaching and strategic management. The second pool is for leadership and staff training services. Since 2009, the Airport has relied on two firms to provide all of our management development and staff training. These contracts will expire this year. You authorized us to issue a new RFQ with an intension to expand the diversity of firms. I believe we have met that directive with today s selection. In March, we reached out to over 150 local organizations through our Small Business Office and we received 11 statements of qualifications. The Contract Monitoring Division deemed that two firms were non-responsive. In May, a four-person panel was convened with two Airport Commission employees, one employee from the Assessor Recorder s Office, and one employee from the Controller s office. Both of these City departments are interested in the Airport s organizational development initiatives and want to expand their own employee training programs. They will be able to contract with firms in these pools. Of the nine firms interviewed, four firms were selected, three new and one incumbent. These consultants will support the SFO Academy, which is grounded in our philosophy of developing leadership at all levels, ensuring that new employees are on-boarded into the Airport s culture with a clear understanding of our core values, and that we provide experiential learning opportunities to support individual career growth and help us to plan for succession. Each firm has experienced training personnel within the aviation industry, each firm exceeded the 20% LBE requirement by at least up to 27%, and one even up to 40%. Together these firms represent the diversity of our employee population. Staff will return to the Commission to award the contracts. We have an approved budget of $975,000 for the next five years. Commissioner Crayton... what are the firms? Ms. Potter... Ashton 212 out of Oakland, and Cornerstone Consulting and North Highland, both out of San Francisco. These firms are new. The fourth firm is Piras Group who has been with us for the last five years. Minutes, September 5, 2017, Page 14

Commissioner Stern... I think this is a great program. Just curious, are there particular focus areas you re looking to drive for? Ms. Potter... yes. We want to make sure that we provide a lot of executive coaching and making sure that all management is supporting the Strategic Plan, and also succession planning. Making sure that we have resources to call upon... coaches and training... to make sure we have the right competencies and move as many people up as we can. And given the baby boomers, we have many, many people leaving. Conflict resolution, emotional intelligence, anti-bias training, team building, facilitation, a lot of the more softer skills as people move up into the management ranks to make sure that they can help us move our core values forward and maintain the culture that we have laid down. Ms. Kim Weaver, Managing Director for Cornerstone Consulting HR... is a minority and women owned business in San Francisco. We want to express our deepest appreciation and gratitude for being selected as one of the vendors to provide executive coaching and leadership development. Thank you so much. Ms. Sheila Lewis, CEO of Ashton 212... a business impact consultancy in Oakland. We are a woman and minority owned firm. I thank you for the opportunity of being considered and presented for this important organizational development work. We are thrilled to be a part of the work in the areas of coaching and executive leadership with your executive management teams and your staff. Thank you very much. * * * G. CONSENT CALENDAR OF ROUTINE ADMINISTRATIVE MATTERS: The Consent Calendar, Item Nos. 10 through 17, was approved unanimously upon a motion by Commissioner Crayton and a second by Commissioner Stern. 10. Award of Professional Services Contract No. 50097 - Concessions Planning and Retail Industry Research - ICF Resources, LLC - $300,000 No. 17-0215 Resolution awarding Professional Services Contract 50097 to ICF Resources, LLC to provide Concession Planning and Retail Industry Research services in a total contract amount not to exceed $300,000 for a three year term, with one two-year option to extend at the sole discretion of the Airport Commission. 11. Award of Contract No. 50146 - Strategic Consulting Services Related to the Lease and Use Agreements - KRBon Consultants, Inc. - $175,000 No. 17-0216 Resolution awarding Contract No. 50146 to KRBon Consultants, Inc., for a total not to exceed amount of $175,000 to provide strategic consulting services related to Lease and Use Agreements for a term of three years. Minutes, September 5, 2017, Page 15

12. Reject All Proposals for Contract 11211.83 and Issue a Revised Request for Proposals as Contract No. 11211.44 to Modernize the Airport s Common Use Passenger Processing Systems and Services No. 17-0217 Resolution rejecting all Proposals for Contract 11211.83 and authorizing issuance of a revised RFP as Contract 11211.44 to modernize the Airport s Common Use Passenger Processing Systems and Services. 13. Authorization to Issue a Request for Proposals and Enter Into Negotiations for Contract No. 11211.51, Common Use Passenger Processing Support Services No. 17-0218 Resolution authorizing the issuance of a Request for Proposals for Contract No. 11211.51 and enter into negotiations with the highest ranked proposer to provide hardware maintenance, system administration, and system monitoring and support on the Airport s common use platform and other Airport systems. 14. Authorization to Issue a Request for Proposals for Contract No. 11065-9-1-1 Phone System Replacement Services No. 17-0219 Resolution authorizing issuance of a RFP for Contract No. 11065, 9-1-1 Phone System Replacement Services, and authorizing Staff to conduct negotiations with the highest ranked proposer. 15. Determination to Proceed with the Police Training Range Improvement Project and Authorization to Use Asset Forfeiture Funds No. 17-0220 Resolution determining to proceed with the Police Training Range Improvements Project and authorizing the use of Asset Forfeiture Funds for the Project. This action constitutes the Approval Action for the Project pursuant to Section 31.04(h) of the San Francisco Administrative Code. 16. Modification No. 1 to Lease No. GS-09B-03014 with the U.S. Government for a Lease Extension and Rent Adjustment for Space Occupied by the U.S. Transportation Security Administration No. 17-0221 Resolution approving Modification No. 1 to Lease No. GS-09BG-03014 with the U.S. Government, for U.S. Transportation Security Administration s Administrative Offices, to extend the term of the Lease by three years Minutes, September 5, 2017, Page 16

and adjust the annual rent, and directing the Commission Secretary to forward Lease Modification No. 1 to the Board of Supervisors for approval. 17. Modification No. 1 to Contract No. 9134 - Cyber Security Services - Coalfire Systems, Inc. for Cyber Security Services - $25,000 No. 17-0222 Resolution approving Modification No. 1 to Contract No. 9134, Cyber Security Services, with Coalfire Systems, Inc. to complete contractor services required under the contract in an amount not-to-exceed $25,000, for a total amount not-to-exceed $375,000. * * * H. 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. Mr. Tariq Mehmood, taxi driver... last time I came to say thank you and I thought I have a problem that the Airport is over but it s not over. A driver s survey is conducted by SFO and that survey, the first question, do you want this virtual queue app? If the driver said no, it s still not over. It s how much time you want us to keep your space? One hour, 30 minutes, 15 minutes, like that. So this is a wrong way to do it. Seventy percent of cab drivers do not come to SFO regularly so they can say yes to start the app, which will extremely hurt the drivers who use SFO permanently. When Mr. Abubaker and Mr. Paul Foster met with the drivers in the meetings regarding the congestion, they started saying the domestic garage is full, it s 85% sold out, they say 30-40 time. They said to the driver that if you can find any large space near Millbrae or San Bruno, tell them that they can rent that lot for the taxis but the driver will have to pay the rent. Driver loudly said we cannot pay anymore than we are paying. These gentlemen also repeated that the Airport Director is pushing them to find congestion solution so that is why they want to bring this virtual queue app. As for Airport, the domestic garage on average 50% empty for the last 30 months. When SFO gave back the drivers the lot they took it away which has now finished 95% circling of the taxis. First of all they lied about the domestic garage and now why are they pushing us for the virtual queue app? They should not have our email addresses for this survey. Please Mr. Airport Director, look into the situation. You are scaring the people over there. Thank you. And I leave this paper for you. Thank you. * * * I. CORRESPONDENCE: There was no discussion by the Commission. J. CLOSED SESSION: * * * Minutes, September 5, 2017, Page 17

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). * * * K. ADJOURNMENT: There being no further calendared business before the Commission the meeting adjourned at 9:47 AM. (Original signed by: Jean Caramatti) Jean Caramatti Commission Secretary Minutes, September 5, 2017, Page 18