City and County of San Francisco. Request for Proposals for. San Francisco International Airport. Terminal Management System Upgrade

City and County of San Francisco Request for Proposals for San Francisco International Airport Terminal Management System Upgrade Contract No.11211.83 Date issued: 05/26/2017 Pre-Proposal conference: _3:30 p.m., 06/05/2017 Proposal due: _3:00 p.m., 07/11/2017 Oral Interviews: TBD

Request for Proposals for Terminal Management System Upgrade Table of Contents Page I. Introduction and Schedule... 1 II. Scope of Work... 3 III. Submission Requirements... 5 IV. Evaluation and Selection Criteria... 13 Exhibits: A. Contract Monitoring Division (CMD) Attachment 2: Requirements for Architecture, Engineering and Professional Services Contracts for contracts $55,000 and over B. First Source Hiring Agreement for contracts $50,000 and over C. Standard Forms: Listing and Internet addresses of Forms related to Taxpayer Identification Number and Certification, to Business Tax Declaration, and to Chapters 12B and 12C, and 14B of the S.F. Administrative Code D. Agreement for Professional Services (form AIR-600) separate document E. Passenger Processing System System Specification Document separate document F. Passenger Processing System Scope of Work separate document G. Server Requirements Table H. Compliance Matrix separate document I. Pricing Form

I. Introduction and Schedule A. General San Francisco International Airport ( SFO, Airport, or Department ) is an international airport 13 miles (21 km) south of downtown San Francisco, California, United States, in San Mateo County. It has flights to points throughout North America and is a major gateway to Europe and Asia. SFO is the largest airport in Northern California and the second busiest in California, after Los Angeles International Airport. In 2014, it was the seventh busiest in the United States and the twenty-fifth busiest airport in the world by Airports Council International ( ACI ) passenger count. SFO has four terminals (1, 2, 3, and International) and seven concourses arranged alphabetically in a counterclockwise ring. Terminal 1 (Boarding Areas B and C), Terminal 2 (Boarding Area D), and Terminal 3 (Boarding Areas E and F) handle domestic flights (including pre-cleared flights from Canada). The International Terminal (Boarding Areas A and G) handle international flights and some domestic flights. To improve flexibility and passenger satisfaction, SFO ITT will deploy a set of Integrated Systems (referred to as the Passenger Processing System Project or PPS ) with the assistance of the successful Proposer. SFO is dedicated to innovation and driving the aviation industry forward. There are many components of this RFP which will require development and coordination between different stakeholders. SFO understands the requirements set forth in this document, and is committed to an exceptional project outcome. This RFP includes the procurement for the following systems: 1. Shared Use System a. Check-in and boarding functions b. Local Departure Control System 2. Common Use Self Service Kiosks 3. Resource Management System 4. Airport Operational Database The hardware in the ITB was recently upgraded for all passenger processing workstations and some associated equipment. This project will consist of implementing new server hardware (either on-site or off-site) and all software associated with these systems to support existing locations. However, software licenses will be enterprise wide and support all potential users at the entire airport. The end user devices and peripherals in the ITB will be reused. Following successful implementation in the ITB, the Airport intends to deploy the PPS systems to include all terminal buildings in a schedule developed by SFO management. This optional expansion may include the provision of new end user devices and peripherals and implementation support from the contractor. The term Proposer refers to any legal entity/entities submitting a proposal in response to this Request for Proposals ( RFP ). The term Project Team refers to the Proposing Prime company or joint venture, and all sub-consultants included in the Proposer s response to this RFP. The term Contractor refers to the Proposer who is selected to perform this service under a negotiated contract. AIR-590 (1-15) 1 of 20 May 26, 2017

The Airport reserves the right to accept other than the lowest priced offer, and to reject any proposal that is not responsive to this RFP. Firms with relevant experience and meeting the Minimum Qualifications set forth in section IV. A - Minimum Qualifications, are encouraged to submit a proposal. The contract will have a term of five (5) years. B. Schedule The anticipated schedule for selecting a consultant is: Proposal Phase RFP is issued by the City Pre-Proposal conference Deadline for submission of written questions or requests for clarification Proposals due Oral interview with firms selected for further consideration Date 05/26/2017 06/05/2017 06/16/2017 07/11/2017 TBD AIR-590 (1-15) 2 of 20 May 26, 2017

II. Scope of Work This Scope of Work section is to be used as a summary general guide and is not intended to be a complete list of all work necessary to complete the project. Please see Exhibits E - Passenger Processing Systems System Specification Document and Exhibit F Passenger Processing Scope of Work for a detailed description of the scope of work, and deliverables. A. Scope of Work Overview The changing nature of the airline industry and the business environment require SFO to offer a flexible passenger processing environment that allows for innovation and improvements. The PPS procured through this RFP must be sufficiently flexible and scalable to support change quickly and cost effectively The Contractor will provide the following systems: 1. Shared Use System a. Check-in and boarding functions b. Local Departure Control System 2. Common Use Self Service Kiosks 3. Resource Management System 4. Airport Operational Database The Shared Use System (SUS) will allow multiple airlines to operate at a particular location (gate or ticket counter position) using either a browser based web client, CUTE/CUPPS applications, and/or virtualized airline application of choice, with a common set of compatible hardware, increasing the flexibility and efficiency of the facility. Contractor s solution must support all three (3) technologies. An integrated Local Departure Control System (LDCS) will facilitate charter operators and other airlines and carriers who do not have access to a departure control system when operating at SFO. Common Use Self-Service (CUSS) kiosks will be situated in various locations throughout the facility to assist in the check-in function. The Common Use Self-Service (CUSS) will allow multiple airlines to operate the kiosks using airline CUSS compliant applications, a browser based client, and/or an API driven, standard user interface browser based client provided by the contractor. A Resource Management System (RMS) will be provided to assist SFO Operations in assigning resources including gates, ticket counters, baggage claim carousels, and baggage makeup conveyors. The RMS will provide planning functions, best fit recommendations, and real-time conflict warnings to assist SFO Operations in the management of these resources. Airport Operational Database Services (AODB) comprise an integrated set of capabilities that support real-time messaging, storage and retrieval of information from all PPS related systems. It provides service capabilities that represent the master source of all flight data. The AODB solution must provide a REST API for data and service integration to the Airport s enterprise domain data structure and the contractor must provide on-going, on-site technical resource to further develop direct data and service integration. AIR-590 (1-15) 3 of 20 May 26, 2017

The successful Proposer will provide a hosted solution. The head end servers for the applications may be hosted off-site at the Contractor s hosting facility, or located on-premise in an SFO data center, or a combination of the two. The Airport prefers to have the hosting of the applications be off-site. Regardless of the architecture and physical location, the Contractor is required to operate, manage and maintain the server environments. If servers are located on site, the hardware must meet the specifications outlined in Exhibit E Passenger Processing System Specification Document. All solutions proposed must meet performance requirements specified in Exhibit E- Passenger Processing System Specification Document. The Integrated Systems, all being Ethernet-based, will use the passive (cabling and pathway) and active (Local Area Network) components provided as part of the SFO Premises Distribution System ( PDS ). The installation of the PDS will be provided by SFO. Unless otherwise specified, existing end user devices and peripherals will be reused. The Contractor will provide peripheral devices to support a few new locations and to ensure adequate sparing for operations and maintenance. On-going, on-site professional services to provide integration services and system enhancements will be acquired on an as needed basis. Hardware for new locations will be included as options in the contract. The detailed technical requirements for these systems are described in Exhibit E Passenger Processing System System Specification Document. The Contractor will follow a standard life cycle development to accomplish the implementation of these systems. The Contractor shall perform the following tasks: 1. Project Management 2. Requirements Validation 3. Systems Design 4. Hardware/Software Procurement 5. Systems Implementation 6. Systems Testing 7. Systems Training 8. Systems Cutover 9. Expansion/Professional Services 10. Warranty/Maintenance. Exhibit F Passenger Processing Scope of Work describes the detailed requirements and deliverables for each of these tasks. AIR-590 (1-15) 4 of 20 May 26, 2017

III. Submission Requirements A. Time and Place for Submission of Proposals Proposals must be received by 3:00 pm on July 11 th, 2017. Postmarks will not be considered in judging the timeliness of submissions. Proposals may be delivered in person and left with Mintong Chen at the address listed below or mailed to: Ray Ricardo Information Technology and Telecommunications Division San Francisco International Airport 575 N. McDonnell Road, 2 nd Floor, San Francisco, CA 94128 B. Format Proposers shall submit one original and five (5) copies of the Technical Proposal in a sealed envelope clearly marked Terminal Management System Upgrade to the above location. Proposals that are submitted by fax or email will not be accepted. You must also submit an electronic version of the Technical Proposal in Adobe PDF format on one USB flash drive device. One copy, separately bound, of the Fee Proposal, first source hiring forms and required CMD Forms will also be submitted in a sealed envelope clearly marked Terminal Management System Upgrade to the above location. Late submissions will not be considered. All pages shall be 8½ X 11 inches, with 1 inch margins (not including headers and footers), using Times Roman font with 12pt size and that pages have margins of at least 1 on all sides (excluding headers and footers). Drawings or diagrams may be provided on 11 X 17 inch to facilitate ease of viewing. All 11x17 format documents shall be referenced in the proposal, and attached as an appendix at the end of the proposer s submittal. You may use tabs or other separators within the document. C. Content Firms interested in responding to this RFP must submit the following information, in the order specified below: a. Technical Proposal 1. Transmittal Letter [Not to exceed 3 pages] The Proposer shall provide a transmittal letter with authorizing signature for the proposal. Include the following: a. Name and address of the Respondent; AIR-590 (1-15) 5 of 20 May 26, 2017

b. Name, title and telephone number of the individual authorized to negotiate and execute the Agreement; c. Brief description of the project team s technical solution to meeting the requirements of this Technical Proposal Request. d. Project team members including subcontractors that will be used to support project requirements. e. Timeline of proposed project schedule showing project completion by end of Q3, 2018. f. Acknowledgment and concurrence with the project security requirements. g. Acknowledgment that the Contractor has reviewed the Request for Proposal in its entirety and understands and accepts the requirements of the specified selection process. 2. Table of Contents [Not to exceed 2 pages] Response Statements must contain a detailed Table of Contents listing major sections and subsections that correspond to these submission requirements. The Table of Contents must also list all tables, appendices, and figures contained in the Response Statement. 3. Statement of Minimum Qualifications [Not to exceed 2 page] Describe how the firm meets the minimum qualifications as set forth in Section IV. A. Please describe how each qualification is met. For projects used as qualifying experience, please list start and end dates for the projects and identify the airport(s) and/or airline(s) associated with their contact information. 4. Statement of Exceptions to RFP Requirements [Not to exceed 2 pages] Provide a detailed description of any exceptions taken to the requirements of this RFP. Exceptions shall be referenced to the applicable section/sub-section numbers in Exhibit E Passenger Processing System Specification Document. Any other departures from the City s RFP are to be identified and failure to do so shall make the proposal non-responsive. If there are no exceptions provide a statement to that effect. 5. Firm Qualifications a. Business History [Not to exceed 2 pages] The Proposer shall provide a history of the business including the date established, the type of ownership or legal structure of the business (sole proprietor, partnership, corporation, etc.), the length of time that the firm has been operating as the legal entity and the length of time the firm has been providing the requested services. Discuss the areas of expertise and resources available both nationally and locally to provide the requested services. b. Sample Projects [Not to exceed 1 page per project] Describe sample airport projects (not to exceed 4) which best illustrate the firm s or major subcontractor s qualifications for the scope of the services. Projects must be of AIR-590 (1-15) 6 of 20 May 26, 2017

similar complexity and demonstrate the proposer s ability and experience to successfully perform the services. Please ensure for each project the systems have been operational for at least one year, the project is not more than 5 years old and customer is still actively using the products. Include for each project: 1) Name of Company or Government Entity 2) Name of Reference 3) Address 4) Telephone Number and E-mail Address [if available] 5) Dates of Contract 6) Proposer s role on the project 7) Contract Value 8) Description of Project and execution performance 9) Key personnel bid on this project that worked on the referenced project. 10) Systems required for this project (Shared Use, CUSS Kiosks, AODB, RMS) that were included in the referenced project. c. Maturity of Products [Not to exceed 1 Page] Provide a table of products proposed and indicate the address of the customer where the product was installed (within last 5 years) and the version number and the date of installation. d. Product Vision [Not to exceed 2 Page] Provide a description of your company s vision/road map for the products being acquired in this procurement. Discuss future enhancements and capabilities that may be included in future releases. Discuss how this vision maps with the company s view of how passenger processing will be conducted in the future (e.g. mobile, off-site, self service, web application based, use of biometrics, etc.) e. Claims and Litigation History [Not to exceed 2 pages] State whether the company is currently or has previously involved in any litigation or claims regarding its work product as it relates to the solutions requested in this RFP, including, but not limited to legal challenges regarding intellectual property rights, licensing, warranty, and/or any other legal proceedings in which Proposer is or was alleged to have failed to perform contractual obligations. Please describe the nature of the claim and its potential impact Proposer s ability to meet obligations of the work described in this RFP. 6. Project Approach AIR-590 (1-15) 7 of 20 May 26, 2017

a. Staffing Plan [Not to exceed 5 pages] The Proposer shall provide a detailed staffing plan that includes the following minimum criteria: 1) Team Organization (including all sub-contractors on the project). 2) Sub-contractor Roles (clearly defined) 3) Staff Organization and Key Personnel (attach resumes of key personnel in appendix to proposal) 4) Staff Roles (identify on-site personnel). 5) Resume of On-Site Project Manager (include in Appendix) 6) Resume of on-site Sr. Software Integration Engineer/Developer to provide a technical resource to SFO (include in Appendix) The intent of the staffing plan is to provide the Airport with sufficient information to determine if the Proposer has the appropriate talent and level of staffing required to complete the work. All sub-contractors with more than 5% of the work effort must be shown. b. Work Plan [Not to exceed 15 pages] The Proposer s ability to properly phase and sequence the work is critical for the successful completion of the project. The Work Plan must demonstrate the Proposer s understanding of the key work elements, milestones, SFO interface requirements, testing and start-up requirements. The Work Plan must include a a summary statement of the Proposer s project approach. At a minimum, the Work Plan shall address the following critical items: 1) Understanding of the Project. Proposer shall demonstrate their understanding of the project by providing a detailed project approach that includes a summary of the proposed solution. 2) Detailed Task Plan Provide a task plan that includes consideration of interface requirements with stakeholders, Airport representatives and the airlines, including required documentation and submittals. The Task Plan shall include the following: i. Work Breakdown Structure (WBS) to the most detailed task level. ii. Task descriptions that include: WBS number Narrative description Planned start date Duration Planned resources (staff, lab, etc.) Dependencies (including dependencies upon other tasks, Airport, and 3rd party tasks). AIR-590 (1-15) 8 of 20 May 26, 2017

iii. Project schedule in Gantt format showing dependencies and critical path. The proposed schedule shall consist of Microsoft Project or similar generated timescaled, detailed network graphic representations of all activities that are part of the Proposer s work plan. The schedule proposed must contain or demonstrate that the following items have been addressed: a. Major project execution milestones b. Submittal deliveries c. Required Project Life Cycle Reviews (e.g. SRR, SDR, TRR, etc.) d. Installation e. Testing f. Training g. Cutover c. Communications Plan [Not to Exceed 3 Pages] Provide a Communications Plan for maintaining an excellent dialogue with SFO. At a minimum, the Plan shall address the following topics: 1) Contractor points of contact during project execution 2) Project kickoff and orientation meeting 3) Escalation criteria for open issues, which might affect delivery 4) Weekly status meetings and reports (from kickoff until final acceptance) d. Patch Management Procedure [Not to exceed 2 Pages] Describe your approach for implementing a Patch Management Procedure. This should include notifying SFO when patches are required, tracking, testing and implementing all system fixes, application updates, COTS updates, security patches, etc. Describe your software management/upgrade/update process. Include procedures and timeframe for how your firm would implement a new version of an airline s application when notified by the airline of the desired change. e. Detailed Training Plan [Not to Exceed 3 Pages] Describe your approach to airline user, administrator, and operations/maintenance training for each application. Clearly define the number of hours and/or sessions included in your proposed plan. Define class environment, materials, and qualifications of the training staff. f. Detailed Testing Plan [Not to Exceed 3 Pages] Describe your testing approach to ensure all requirements are met. Ensure Testing Plan addresses all phases of testing as required by Exhibit F Passenger Processing Scope of Work. Provide an outline of the Acceptance Test Plan. AIR-590 (1-15) 9 of 20 May 26, 2017

g. Transition/Cutover Plan [Not to Exceed 5 Pages] Describe your transition and cutover approach from the existing systems to the new PPS. Describe how your firm will transition in a manner that minimizes impact on airline and Airport operations. h. Budget Controls [Not to Exceed 3 Pages] Describe the procedures that you will take to ensure that the Airport receives satisfactory products and services at cost bid. Describe the fiscal accounting processes and budgetary controls that you will use to ensure the responsible use and management of contract funds and accurate invoicing. State how costs incurred under this project will be appropriately accounted for and how your firm will ensure that only applicable project expenses will be billed to the Airport. State your fiscal reporting and monitoring capabilities (e.g. spread sheets, automated fiscal reports, quality controls, checks and balances), to ensure contract funds are managed responsibly. 7. Technical Approach a. Technical Solution Description [Not to Exceed 15 Pages] Exhibit E-Passenger Processing System Specification Document provides the Proposer with basic information about existing conditions, architecture requirements, security requirements and functional requirements. However, it is understood that each Proposer may provide a slightly different solution. The Proposer shall develop a Technical Solution Description, which meets the requirements of the System Specification Document. The Technical Solution Description shall be specific in nature, including manufacturer product names and will provide SFO with a comprehensive overview of the recommended solution and any other supported functions. Description should include the following at a minimum: 1) Understanding of requirements 2) Products proposed 3) Description of solution architecture: Include a diagram showing major components (hardware, software, AIIS Integration) for test, training and production environments. The description should address how the system is designed for high availability, and shall meet the performance requirements outlined in the system specification. 4) Recommended network architecture to assure maximum availability of workstations, peripherals, and kiosks. 5) Description of each application s functionality and benefits that meet the requirements of the System Specification Document. AIR-590 (1-15) 10 of 20 May 26, 2017

6) Description of your firm s approach to allow multiple airlines to operate at a particular location (gate or ticket counter position) using either a browser based web client, CUTE/CUPPS applications, and/or virtualized airline application of choice, with a common set of compatible hardware. 7) Description of your firm s approach to supporting Self Service Kiosks that support standard airline CUSS applications, airline web applications, and a local web application with open API to airline DCS. 8) Description of your firm s integration approach for procured applications and other interfacing systems and the engineering methodology used for integrating 3 rd party systems across AIIS integration framework. 9) Statement and attestation of compliance with PCI-DSS standard and end-to-end data encryption. 10) Statement of compliance to ISO 27001 security framework, and ISO 20000 ITSM framework. 11) Describe your teams technical qualifications for integrating PPS applications into the SFO Enterprise Architecture Framework and AIIS. 12) Warranty, Operations & Maintenance (O&M) Provide a detailed description of your firms approach to providing warranty services. Provide a clear description of the base warranty period, including a description of who will perform warranty work. Clearly define the line of demarcation between the Airport s first level maintenance and Proposer as it relates to warranty services. Specify what monitoring and reporting functions the Proposer will provide. b. Head End/Hosting Environment Description [Not to Exceed 5 Pages] Describe the hosted solution architecture, whether it is on-premise, off-site or a hybrid to cover all five environments. Describe the server/head end components (e.g. number and types of servers to be implemented) and/or the proposed off-site hosting environment. The Airport prefers that all hosting environments be located off-site, and the proposals shall be scored accordingly. For each server environment that supports PPS applications (production, test, production staging and training environments) provide, at a minimum, the information in the table contained in Exhibit G Server Requirements Table. System server environments must be sized to handle the final configuration with application systems deployed to support the entire Airport. AIR-590 (1-15) 11 of 20 May 26, 2017

c. Proposed Edge Device Hardware [Not to Exceed 2 Pages] The Proposer will provide a list of proposed edge device hardware products, including any workstations, CUSS kiosks, and shared use peripherals that meet the hardware requirements described in Exhibit E Passenger Processing System Specification Document. Although much of the shared use system hardware will be reused, the Proposers must provide hardware specifications for replacement and expansion purposes. Include product cut sheets as an appendix to the proposal. d. Licensing Agreements [Not to exceed 3 pages per license] The Proposer shall provide a comprehensive list of software licensing agreements required to implement the system based on the requirements, number of servers, number of users, number of workstations, and number of devices to be implemented in the PPS. The quantities of licenses must support all the production, test and training environments. The product name and version shall be clearly defined. The license(s) should be a perpetual enterprise wide license and not be restricted by number of users, devices, servers, etc. All license restrictions must be defined. The list must include both the Proposer s product application licenses and Commercial Off the Shelf (COTS) licenses required to implement the system. e. Sample Reports [Not to exceed 5 pages per report] Provide a sample Quarterly Quality of Service (QOS) report that reflects service level agreement measurements, performance measurements and statistics on Passenger Processing System usage and trouble tickets. f. Service Level Agreement (SLA) [Not to exceed 5 pages] The Contractor will include a proposed Service Level Agreement that conforms to the performance requirements defined in Exhibit E Passenger Processing System System Specification Document. 8. Compliance Matrix Complete the matrix contained in Exhibit H Compliance Matrix, which reflects the requirements of the System Specification Document (SSD). The matrix should include line items for all numbered requirements in the SSD that are the proposer s responsibility. By placing an X in the appropriate column, the Proposer shall indicate if the solution proposed is compliant as is, a user configurable item, compliant with minor customization/development, or non-compliant. 9. Fee Proposal The Proposer shall complete the Pricing Form contained in Exhibit I Pricing Form, which shall be submitted in a separate, sealed envelope. NOTE: Exceptions, modifications and omissions from the requested information will not be accepted. Deviations from the required calculations and format may result in rejection of proposal as non-responsive. AIR-590 (1-15) 12 of 20 May 26, 2017

Fee Proposals should follow the format and assumptions as outlined in Exhibit I Pricing Form. IV. Evaluation and Selection Criteria A. Minimum Qualifications The Prime Proposer must meet all Mimum Qualifications below: 1. The prime proposer must have been in business and providing passenger processing applications at a Large Hub airport for at least five (5) years. 2. Proposer must have developed a Common Use passenger processing system using virtualization of airline applications, and have deployed this system in at least one (1) airport or have demonstrated the capability to deploy this system in a lab environment or beta environment, with actual airline integration. 3. Proposer must have deployed an Airport Operational Database (AODB) solution as defined in at least one (1) Large Hub airport, and have deployed in at least three (3) other U.S. Airports. 4. Proposer must have implemented a PCI Compliant solution in at least one (1) U.S. airport for all applicable software applications listed in the RFP. 5. Solutions must be capable of supporting a multi-environment deployment and, at a minimum, the five (5) environments (production, test, production staging and training environments). 6. Proposer must have experience deploying a monitoring solution in at least one (1) Large Hub airport for all applications listed below within the last five (5) years: a. Passenger Processing Client Applications and Workstations b. Common Use Self Service Kiosk (CUSS) Application c. Airport Operational Database (AODB) d. Resource Management System (RMS) 7. The proposed solution must be capable of using the existing SFO Passenger Processing workstations and peripherals. 8. Proposer s United States headquarters and the locations where work on the Contract will be performed must not be in a state on the Covered State List as defined in S.F. Administrative Code Chapter 12X. Any proposal that does not demonstrate that the Prime Proposer meets these minimum requirements by the deadline for submittal of proposals will be considered non-responsive and will not be eligible for award of the contract. AIR-590 (1-15) 13 of 20 May 26, 2017

B. Selection Criteria The proposals will be evaluated by a selection committee comprised of individuals with expertise in PPS technology. The City intends to evaluate the proposals generally in accordance with the criteria itemized below. Up to three firms with the highest scoring proposals may be interviewed by the committee to make the final selection. a. Technical Proposal (750 Points) 1. Firm Qualifications (100 Points) a. Business History b. Sample Project i. Similar size airport ii. Similar product suite iii. Reference checks c. Product Vision d. Claims and Litigation History 2. Project Approach (270 Points) a. Staffing Plan b. Work Plan i. Understanding of the Project ii. Detailed Task Plan c. Communications Plan d. Patch Management Procedure e. Training Plan f. Test Plan g. Transition/Cutover Plan h. Budget Controls 3. Technical Approach (300 Points) a. Technical Solution Description i. Applications proposed ii. Architecture proposed iii. PPS applications intergration approach into SFO Enterprise Architecture Framework/AIIS iv. Shared Use virtualized airline application support v. Self Service Kiosk solution architecture vi. Security Compliance (PCI, ISO 27001) vii. ISO 20000 Compliance b. Hosted Environment Description c. Proposed Edge Hardware d. Licensing Agreements e. Sample Reports f. Proposed Service Level Agreement 4. Compliance Matrix (80 points) AIR-590 (1-15) 14 of 20 May 26, 2017

b. Fee Proposal (250 Points) The Proposer with the lowest combined fee proposed in Exhibit I - Pricing Form, shall receive the maximum number of Fee Proposal points available. All other proposals will be assigned points by dividing the amount of the lowest total fee proposed by the amount of their respective total fee proposed and then multiplying the resulting number of the maximum number of points available to receive the Proposer s score. For example, if a total of 250 points are assigned to evaluate the fee proposal, the Proposer who offers the lowest fee proposal of $10 receives all 250 points. The next lowest proposal that offers $20 receives a score of 125 points ($10 divided by $20 multiplied by 250 points). c. Oral Interview/Demonstration (500 Points) Following the evaluation of the written proposals, up to three (3) Proposers receiving the highest scores may be invited to an oral interview. The interview will consist of a Proposer s presentation of its overall proposal, management approach and technical solution, a demonstration of the products proposed and standard questions asked of each of the Proposers by the selection panel. The Airport will use the written scores for short listing Proposers to conduct oral interviews and demonstrations. The Airport will combine both the written and oral scores to determine the final score of the short-listed proposers. AIR-590 (1-15) 15 of 20 May 26, 2017

V. Pre-Proposal Conference and Contract award A. Pre-Proposal Conference Proposers are encouraged to attend a pre-proposal conference on June 5 th, 2017 at 3:30 pm to be held at 575 N. McDonnell Road, 2 nd floor ITT Central Conference room, San Francisco, CA 94128. All questions will be addressed at this conference and any available new information will be provided at that time. If you have further questions regarding the RFP, please contact the individual designated in Section VI.B. If your firm prefers to participate via conference call, please RSVP to: Astha.Karki@flysfo.com by June 1 st, 2017 by 4:00 pm with the participant s name, title, firm, e-mail address and phone number and you will receive the dial in instructions. Due to a limited number of lines available for this conference call, please try to limit to one line per office location. B. Contract Award The Airport Commission will select a Proposer with whom Airport Commission staff shall commence contract negotiations. The selection of any proposal shall not imply acceptance by the City of all terms of the proposal, which may be subject to further negotiations and approvals before the City may be legally bound thereby. If a satisfactory contract cannot be negotiated in a reasonable time the Airport Commission in its sole discretion, may terminate negotiations with the highest ranked Proposer and begin contract negotiations with the next highest ranked Proposer. AIR-590 (1-15) 16 of 20 May 26, 2017

VI. Terms and Conditions for Receipt of Proposals A. Errors and Omissions in RFP Proposers are responsible for reviewing all portions of this RFP. Proposers are to promptly notify the Department, in writing, if the Proposer discovers any ambiguity, discrepancy, omission, or other error in the RFP. Any such notification should be directed to the Department promptly after discovery, but in no event later than five working days prior to the date for receipt of proposals. Modifications and clarifications will be made by addenda as provided below. B. Inquiries Regarding RFP Inquiries regarding the RFP and all oral notifications of an intent to request written modification or clarification of the RFP, must be directed to: Ray Ricardo at Ray.Ricardo@flysfo.com or (650) 821-3318 and Astha Karki at Astha.Karki@flysfo.com or (650) 821-4378. C. Objections to RFP Terms Should a Proposer object on any ground to any provision or legal requirement set forth in this RFP, the Proposer must, not more than ten calendar days after the RFP is issued, provide written notice to the Department setting forth with specificity the grounds for the objection. The failure of a Proposer to object in the manner set forth in this paragraph shall constitute a complete and irrevocable waiver of any such objection. D. Change Notices The City may modify the RFP, prior to the proposal due date, by issuing Change Notices, which will be posted on the website. ThePproposer shall be responsible for ensuring that its proposal reflects any and all Change Notices issued by the City prior to the proposal due date regardless of when the proposal is submitted. Therefore, the City recommends that the Proposer consult the website frequently, including shortly before the proposal due date, to determine if the Proposer has downloaded all Change Notices. E. Term of Proposal Submission of a proposal signifies that the proposed services and prices are valid for 120 calendar days from the proposal due date and that the quoted prices are genuine and not the result of collusion or any other anti-competitive activity. F. Revision of Proposal A Proposer may revise a proposal on the Proposer s own initiative at any time before the deadline for submission of proposals. The Proposer must submit the revised proposal in the same manner as the original. A revised proposal must be received on or before the proposal due date. In no case will a statement of intent to submit a revised proposal, or commencement of a revision process, extend the proposal due date for any Proposer. AIR-590 (1-15) 17 of 20 May 26, 2017

At any time during the proposal evaluation process, the Department may require a Proposer to provide oral or written clarification of its proposal. The Department reserves the right to make an award without further clarifications of proposals received. G. Errors and Omissions in Proposal Failure by the Department to object to an error, omission, or deviation in the proposal will in no way modify the RFP or excuse the vendor from full compliance with the specifications of the RFP or any contract awarded pursuant to the RFP. H. Financial Responsibility The City accepts no financial responsibility for any costs incurred by a firm in responding to this RFP. Submissions of the RFP will become the property of the City and may be used by the City in any way deemed appropriate. I. Proposer s Obligations under the Campaign Reform Ordinance Proposers must comply with Section 1.126 of the S.F. Campaign and Governmental Conduct Code, which states: No person who contracts with the City and County of San Francisco for the rendition of personal services, for the furnishing of any material, supplies or equipment to the City, or for selling any land or building to the City, whenever such transaction would require approval by a City elective officer, or the board on which that City elective officer serves, shall make any contribution to such an officer, or candidates for such an office, or committee controlled by such officer or candidate at any time between commencement of negotiations and the later of either (1) the termination of negotiations for such contract, or (2) three months have elapsed from the date the contract is approved by the City elective officer or the board on which that City elective officer serves. If a Proposer is negotiating for a contract that must be approved by an elected local officer or the board on which that officer serves, during the negotiation period the Proposer is prohibited from making contributions to: the officer s re-election campaign a candidate for that officer s office a committee controlled by the officer or candidate. The negotiation period begins with the first point of contact, either by telephone, in person, or in writing, when a contractor approaches any City officer or employee about a particular contract, or a City officer or employee initiates communication with a potential contractor about a contract. The negotiation period ends when a contract is awarded or not awarded to the contractor. Examples of initial contacts include: (1) a vendor contacts a city officer or employee to promote himself or herself as a candidate for a contract; and (2) a city officer or employee contacts a contractor to propose that the contractor apply for a contract. Inquiries for information about a particular contract, requests for documents relating to a Request for Proposal, and requests to be placed on a mailing list do not constitute negotiations. Violation of Section 1.126 may result in the following criminal, civil, or administrative penalties: AIR-590 (1-15) 18 of 20 May 26, 2017

Criminal. Any person who knowingly or willfully violates section 1.126 is subject to a fine of up to $5,000 and a jail term of not more than six months, or both. Civil. Any person who intentionally or negligently violates section 1.126 may be held liable in a civil action brought by the civil prosecutor for an amount up to $5,000. Administrative. Any person who intentionally or negligently violates section 1.126 may be held liable in an administrative proceeding before the Ethics Commission held pursuant to the Charter for an amount up to $5,000 for each violation. For further information, proposers should contact the San Francisco Ethics Commission at (415) 581-2300. J. Sunshine Ordinance In accordance with S.F. Administrative Code Section 67.24(e), contractors bids, responses to RFPs and all other records of communications between the City and persons or firms seeking contracts shall be open to inspection immediately after a contract has been awarded. Nothing in this provision requires the disclosure of a private person s or organization s net worth or other proprietary financial data submitted for qualification for a contract or other benefits until and unless that person or organization is awarded the contract or benefit. Information provided which is covered by this paragraph will be made available to the public upon request. K. Public Access to Meetings and Records If a Proposer is a non-profit entity that receives a cumulative total per year of at least $250,000 in City funds or City-administered funds and is a non-profit organization as defined in Chapter 12L of the S.F. Administrative Code, the proposer must comply with Chapter 12L. The Proposer must include in its proposal (1) a statement describing its efforts to comply with the Chapter 12L provisions regarding public access to Proposer s meetings and records, and (2) a summary of all complaints concerning the Proposer s compliance with Chapter 12L that were filed with the City in the last two years and deemed by the City to be substantiated. The summary shall also describe the disposition of each complaint. If no such complaints were filed, the Proposer shall include a statement to that effect. Failure to comply with the reporting requirements of Chapter 12L or material misrepresentation in Proposer s Chapter 12L submissions shall be grounds for rejection of the proposal and/or termination of any subsequent Agreement reached on the basis of the proposal. L. Reservations of Rights by the City The issuance of this RFP does not constitute an agreement by the City that any contract will actually be entered into by the City. The City expressly reserves the right at any time to: Waive or correct any defect or informality in any response, proposal, or proposal procedure; Reject any or all proposals; AIR-590 (1-15) 19 of 20 May 26, 2017

M. No Waiver Reissue a Request for Proposals; Prior to submission deadline for proposals, modify all or any portion of the selection procedures, including deadlines for accepting responses, the specifications or requirements for any materials, equipment or services to be provided under this RFP, or the requirements for contents or format of the proposals; Procure any materials, equipment or services specified in this RFP by any other means; or Determine that no project will be pursued. No waiver by the City of any provision of this RFP shall be implied from any failure by the City to recognize or take action on account of any failure by a Proposer to observe any provision of this RFP. N. Local Business Enterprise Requirements and Outreach The requirements of the Local Business Enterprise and Non-Discrimination in Contracting Ordinance set forth in Chapter 14B of the San Francisco Administrative Code as it now exists or as it may be amended in the future (collectively the LBE Ordinance ) shall apply to this RFP. 1. Certified LBE Bid Discount /Rating Bonus a) Micro LBE and Small LBE Rating Bonus The City strongly encourages proposals from qualified, certified Micro and Small LBEs. Pursuant to Chapter 14B, a rating bonus will be in effect for the award of this project for any proposers who are certified by CMD as a Micro or Small LBE, or joint ventures whereby each joint venture partner meets the minimum qualifications in the proposal, with the specific levels of participation as identified below. For joint ventures, the certified Micro and /or Small LBE must be an active partner in the joint venture and perform work of a commercially useful function, manage the job and take financial risks in proportion to the required level of participation stated in the proposal, and must be responsible for a clearly defined portion of the work to be performed and share in the ownership, control, management responsibilities, risks, and profits of the joint venture. The portion of the certified Micro and/or Small LBE joint venture s work shall be set forth in detail separately from the work to be performed by the non- LBE joint venture partner. The certified Micro and/or Small LBE joint venture s portion of the contract must be assigned a commercially useful function. The LBE joint venture partner must perform Prime Level Work and be CMD certified for the scope of work they are proposing to perform in order to be eligible for the bid discount/rating bonus. Joint ventures receive bid discounts/rating bonuses depending upon the LBE percentage of prime level participation. Certification applications may be obtained by calling CMD at (415) 581-2310. The rating bonus applies at each phase of the selection process. The application of the rating bonus is as follows: AIR-590 (1-15) 20 of 20 May 26, 2017

i) 10% to a certified Micro or Small LBE; or a joint venture between or among certified Micro or Small LBEs; ii) 5% to a joint venture with certified Micro and/or Small LBE participation, whose participation is equal to or exceeds 35%, but is under 40% or iii) 7.5% to a joint venture with certified Micro and/or Small LBE participation, whose participation equals or exceeds 40%; or iv) 10% to a certified non-profit entity. The rating bonus will be applied by adding 5%, 7.5%, or 10% (as applicable) to the score of each Proposer eligible for a bonus for the purposes of determining the highest ranked Proposer. b) Small Business Administration (SBA) LBE Rating Bonus Pursuant to Chapter 14B.7(E), for contracts between $400,000 and $10 million, a 5% rating bonus will be in effect for Proposers who are certified by CMD as a SBA LBE; however, the 5% rating bonus shall not be applied at any stage if it would adversely affect a Micro or Small LBE proposer or a J/V with LBE participation. 3. CMD Forms to Submit with Proposal a) All proposals submitted must include the following CMD Forms contained in the CMD Attachment 2: i) Form 2A, CMD Contract Participation Form, ii) Form 3, CMD Non- Discrimination Affidavit, iii) Form 4, CMD Joint Venture Form (if applicable), and iv) Form 5, CMD Employment Form. If these forms are not returned with the proposal, the proposal may be determined to be non-responsive and may be rejected. b) Please submit only one (1) copy of the above forms with your proposal. The forms should be placed in a separate, sealed envelope labeled CMD Forms. Airport Commission staff will deliver them to the attention of the San Francisco CMD. If you have any questions concerning the CMD Forms, you may call Romulus Asenloo, Acting Manager and Acting Director, at (650) 821-7796 or via email at Romulus.Asenloo@sfgov.org. AIR-590 (1-15) 21 of 20 May 26, 2017

A. Standard Contract Provisions VII. City and Airport Contract Requirements The successful Proposer will be required to enter into a contract substantially in the form of the Agreement for Professional Services, attached hereto as Appendix D. Failure to timely execute the contract, or to furnish any and all insurance certificates and policy endorsement, surety bonds or other materials required in the contract, shall be deemed an abandonment of a contract offer. The City, in its sole discretion, may select another firm and may proceed against the original selectee for damages. Proposers are urged to pay special attention to the requirements of Administrative Code Chapters 12B and 12C, Nondiscrimination in Contracts and Benefits, ( 10.5 Nondiscrimination Requirements in the Agreement); the Minimum Compensation Ordinance ( 10.7 Minimum Compensation Ordinance in the Agreement); the Health Care Accountability Ordinance ( 10.8 Health Care Accountability Ordinance in the Agreement); the First Source Hiring Program ( 10.9 First Source Hiring Program in the Agreement); and applicable conflict of interest laws ( 10.2 Conflict of Interest in the Agreement), as set forth in paragraphs B, C, D, E and F below. B. Nondiscrimination in Contracts and Benefits The successful Proposer will be required to agree to comply fully with and be bound by the provisions of Chapters 12B and 12C of the San Francisco Administrative Code. Generally, Chapter 12B prohibits the City and County of San Francisco from entering into contracts or leases with any entity that discriminates in the provision of benefits between employees with domestic partners and employees with spouses, and/or between the domestic partners and spouses of employees. The Chapter 12C requires nondiscrimination in contracts in public accommodation. Additional information on Chapters 12B and 12C is available on the CMD s website at: http://sfgsa.org/index.aspx?page=6125. C. Minimum Compensation Ordinance (MCO) The successful Proposer will be required to agree to comply fully with and be bound by the provisions of the Minimum Compensation Ordinance (MCO), as set forth in S.F. Administrative Code Chapter 12P. Generally, this Ordinance requires contractors to provide employees covered by the Ordinance who do work funded under the contract with hourly gross compensation and paid and unpaid time off that meet certain minimum requirements. For the contractual requirements of the MCO, see 10.7 Minimum Compensation Ordinance in the Agreement. For the amount of hourly gross compensation currently required under the MCO or additional information, see www.sfgov.org/olse/mco. Note that this hourly rate may increase on January 1 of each year and that contractors will be required to pay any such increases to covered employees during the term of the contract. D. Health Care Accountability Ordinance (HCAO) The successful proposer will be required to agree to comply fully with and be bound by the provisions of the Health Care Accountability Ordinance (HCAO), as set forth in S.F. Administrative Code Chapter 12Q. Contractors should consult the San Francisco Administrative Code to determine their compliance obligations under this chapter. Additional information regarding the HCAO is available on the web at www.sfgov.org/olse/hcao. AIR-590 (1-15) 22 of 20 May 26, 2017